Laguna Niguel City Council
November 7, 2023

CITY OF LAGUNA NIGUEL

CITY COUNCIL AGENDA ITEM
To: Honorable Mayor and Council Members
FROM: Jonathan Orduna, Community Development Director
DATE: November 7, 2023
SUBJECT: Approval of Multi-Year Professional Services Agreements and Amendments for On-Call Professional Services in Support of Community Development Department Functions

RECOMMENDATION
Staff recommends that the City Council:

1. Approve Multi-Year Professional Services Agreements and Amendments for On- Call Professional Services with the following firms (listed alphabetically):
• Becky Caha
• CIVIC Solutions, Inc.
• RSG, Inc.
• Sage Environmental Group
• Stephanie Tomaino dba City Advisors

2. Authorize the City Manager to execute the Multi-Year Professional Services Agreements and Amendments, to the agreements, subject to the City Attorney making non-substantive changes.

BACKGROUND
On February 18, 2020, the City Council approved the use of an on-call list of prequalified firms on an as-needed basis in support of Community Development Department functions. On-call professional services agreements with these firms were completed shortly thereafter.

Since this time, City staff has identified additional areas related to the performance and goals of Department functions and strategic plan priorities where the use of on-call services is necessary, including Housing Consulting Services, Supplemental Planning Staff Servies, and Weed Abatement Services.

On August 30, 2023, City staff issued a notice inviting interested firms to submit a Statement of Qualifications (SOQ) to provide on-call, as needed services in the following categories: Housing Consulting Services, Supplemental Planning Staff Services, and Weed Abatement Services, as described in Attachment "A". Selected firms would enter into a no-tee, no-scope On-Call Professional Services Agreement with the City through June 30, 2025.

ANALYSIS
In response to the City's request for SOQ's, staff received qualifying proposals from five firms requesting consideration to be included on the pre-qualified list for On-Call Professional Services. These proposals were received prior to the September 29, 2023, submittal deadline. The five proposals requesting consideration were evaluated by City staff based on relevant factors, including:
• Qualifications, staffing, background, and prior experience (especially in the City or surrounding area
• Approval and understanding of the service area
• Cost to provide requested services
• Clarity, conciseness, and timeliness
In order for the Community Development Department to continue to achieve established goals and utilize City resources in the most efficient and effective manner, staff recommends approval of Multi-Year On-Call Professional Services Agreements and Amendments to the following firms below (listed by service category and alphabetically).

Approval would provide the most efficient delivery of professional services to the City and utilize the most expedited method of project and program delivery.

Housing Consulting Services
• Becky Caha
• RSG, Inc.

Supplemental Planning Staff Services
• Civic Solutions, Inc.
• Stephanie Tomaino dba City Advisors
Weed Abatement Services
• Sage Environmental Group
Based on the above, staff recommends award of Multi-Year On-Call Professional Services Agreements and Amendments to the above firms. As proposed, each of the Amendments will run through the completion of the contract term, which concludes June 30, 2025, and include the standard annual not to exceed compensation amount of $150,000, as described in Attachments "B" - "K" to this report.

ALTERNATIVES CONSIDERED
The City Council may decide not to approve one or more of the agreements and/or amendments. This alternative is not recommended as it would result in delays of related services and potentially slow progress on completion of special projects including Strategic Plan priorities.

FISCAL REVIEW
Funding is available in the Fiscal Year 2023-24 Community Development Department Operating Budget to address any costs associated with these services.

LEGAL REVIEW
The City Attorney has reviewed and approved the agreements and this staff report as to form.

CONCLUSION
Staff recommends that the City Council:

1. Approve multi-year Professional Services Agreements and Amendments for On- Call Professional Services with the following firms (listed alphabetically):
• Becky Caha
• Civic Solutions, Inc.
• RSG, Inc.
• Sage Environmental Group
• Stephanie Tomaino dba City Advisors

2. Authorize the City Manager to execute the Multi-Year Professional Services Agreements and Amendments, to the agreements, subject to the City Attorney making non-substantive changes.

Jamaa Stetrason Yet wit
Tamara S. Letourneau Scott C. Smith
City Manager City Attorney
the Glen
Jonathan Orduna Hannah Tamaddon
Community Development Director Management Analyst

Attachments:

A. SOQ for On-Call Professional Services
B. Professional Services Agreement for On-Call Housing Consulting Services with Becky Caha
C. Amendment No. 1 to the On-Call Professional Services Agreement with Becky Caha
D. Professional Services Agreement for On-Call Supplemental Planning Staff Services with Civic Solutions, Inc.

E. Amendment No. 1 to the On-Call Professional Services Agreement with Civic Solutions, Inc.

F. Professional Services Agreement for On-Call Housing Consulting Services with RSG, Inc.

G. Amendment No. 1 to the On-Call Professional Services Agreement with RSG, Inc.

H. Professional Services Agreement for On-Call Weed Abatement Services with Sage Environmental Group
I. Amendment No. 1 to the On-Call Professional Services Agreement with Sage Environmental Group
J. Professional Services Agreement for On-Call Supplemental Planning Staff Services with Stephanie Tomaino dba City Advisors
K. Amendment No. 1 to the Professional Services Agreement with Stephanie Tomaino dba City Advisors

ATTACHMENT A
SOQ for On-Call Professional Services

REQUEST FOR

STATEMENT OF QUALIFICATIONS

ON-CALL HOUSING CONSULTING SERVICES

ON-CALL SUPPLEMENTAL PLANNING STAFF SERVICES

ON-CALL WEED ABATEMENT SERVICES
AGUN
CITY
COUNTR
1989
City of Laguna Niguel
Community Development Department
30111 Crown Valley Parkway
Laguna Niguel, CA 92677
Contact: Hannah Tamaddon, Management Analyst
(949) 362-4315
[email protected]
QUALIFICATIONS DUE: FRIDAY, SEPTEMBER 29, 2023, BY 5:00 PM 1 INTRODUCTION
The City of Laguna Niguel (City) is seeking firms to submit a Statement of Qualifications (SOQ) to provide on-call, as needed services in the following categories: housing consulting services, supplemental planning staff services, and weed abatement services. The City is requesting services for a term commencing October 2023 through June 30, 2025. The City anticipates contracting with multiple firms in order to augment the City's professional capabilities and to provide high quality and timely expertise.

The City's designated staff will evaluate each SOQ received. During the review process, the City reserves the right, where it may serve the City's best interest, to request additional information or clarification from those who submit a SOQ, or allow clarifications, corrections of errors or omissions.

The City reserves the right to retain all SOQ submitted. Submission of a SOQ indicates the Consultant's acceptance of the conditions contained in this SOQ request, unless clearly and specifically noted in the qualifications submitted, and confirmed in the Agreement between the City and Consultants) selected.

The preparation of the SOQ will be at the expense of the Consultant. There is no expressed or implied obligation for the City to reimburse responding Consultants for any expense incurred in the preparation or submission of SOQ in response to this request. All SOQ submitted to the City shall become property of the City and will not be returned, unless submitted late.

The City reserves the right to reject any or all SOQ, in whole or part, to waive any informality in any qualification package, and to accept the qualification package which, in its discretion is in the best interest of the City.

All SOQ are due no later than 5:00 P.M. on Friday, September 29, 2023. Late submissions will not be accepted.

A. ADDENDA
All questions or clarifications shall be submitted via email to Hannah Tamaddon, Management Analyst, [email protected] no later than Friday September 20, 2023, at 5:00 P.M.

B. LICENSE REQUIREMENTS
Consultants shall be authorized to conduct business in the State of California for the purpose(s) proposed in the SOQ. (If the Proposer is a limited liability company, compliance with California Corporations Code Section 17701.04(e) and related statutes shall be required.)
2 Il. SCOPE OF SERVICES
Housing Consulting Services
The scope of services may vary as need arises and will be at the discretion of the City. The request for services may include:

1. Review and evaluate current City affordable housing agreements in place for existing residential developments.

2. Create annual income, rent limit, and utility allowance charts for residential developments with City affordable housing agreements.

3. Collect various monitoring documents and certifications from the owner/manager for each residential development with a City affordable housing agreement. This documentation includes collecting current tenant data for each restricted unit from each project's property manager or owner for all tenants occupying restricted units. Information shall include but is not limited to: unit address, rental unit number, if a unit is fixed or floating, tenant name, lease date, rent increases, move-in and move-out date, tenant household composition (names, ages, occupations of all household members, ethnicity and gender of each head of household), household income/assets, maximum rent, rent paid, applicable deductions, utility allowance (basic and energy efficient), and whether the unit receives Section 8 voucher assistance and the amount of the housing assistance payment.

4. Accurately apply various affordable housing program regulations and requirements to determine whether a project complies with controlling agreements/restrictions.

5. Maintain updated electronic files for each monitored project to document and track compliance status. Issue Notices (i.e., Reminder Notices, Late Notices, Non-Compliant Notices, miscellaneous program correspondence, and track notices sent).

6. Provide customer service to property owners and managers by establishing and maintaining a good working relationship and providing training as needed.

7. Provide the City with a status and compliance report and backup documentation (i.e., Certificate of Continuing Program Compliance or Occupancy Summary Report) for all projects monitored for the previous month.

8. Provide income certification and approval of tenants upon move-in. Review results would be provided to the property owner/manager and the City upon completion.

9. Work with City staff to develop and implement guidelines and processes sale of affordable housing. This would include working with developers, lenders, and the City in providing the necessary affordable housing agreement(s) and working with potential homeowners in their qualification and understanding of the restrictions and terms of any assistance provided by the City.

10. Assist with working with tenants, property owners, and City staff housing authority in a Section 8 conversion context.

11. Research and provide information regarding the use of City funds to provide home rehabilitation of existing homes. Assist with developing the guidelines and working with homeowners, contractors, and building department staff.

12. Assist City staff in the design and implementation of a first-time homebuyer program.

13. Meet with potential developers or nonprofit agencies to determine assistance options, guidelines, and restrictions for a first-time home purchase program. Once program guidelines are in place, perform initial qualification of potential buyers, escrow/title activities, and coordination.

14. Research and guidance on any inclusionary components in rental developments. Assist with developing the guidelines and working with property management and tenants to maintain the compliance of these units.

15. Work with City staff in the purchase of affordable housing and assist with the process of developing the guidelines and working with homeowners/tenants.

Supplemental Planning Staff Services
The scope of services may vary as need arises and will be at the discretion of the City. It is anticipated that the selected on-call planning consultant would provide services on an overflow basis, should the workload exceed what can be reasonably processed by the current staff, or in the event of staff vacancies. The request for services may include (summarized into two general categories):

Project Planning: This task would involve providing on-call planning services for entitlement processing, advanced planning and discretionary case environmental review, including but not limited to, the following:

1. Process various types of land use entitlement applications as needed through the City's review process and prepare recommendations for action by City staff, Planning Commission, and/or City Council.

2. Coordinate interdepartmental discretionary review of entitlement applications.

3. Review applications and proposed projects and prepare documents as needed for compliance with the California Environmental Quality Act (CEQA).

4. Process General Plan Amendments and Zoning Code Amendments as needed.

5. Represent the City at various agency and organizational meetings as needed.

6. Attend meetings of the City Council, Planning Commission, City staff, public officials, community leaders, developers, contractors and the general public as directed.

7. Assure that files and plans are secured, organized, and kept up-to-date in accordance with City record-keeping policies.

8. Generate monthly status reports.

9. Conduct inspections for approved planning projects as needed.

10. Monitor and evaluate implementation of conditions of approval as needed.

Counter Coverage: This task would involve providing on-call planning services to staff the public counter, included but not be limited to, the following:

1. Provide general planning information to the public. The City's public information counter is open from 8:00 a.m. to 4:00 p.m. Monday through Friday.

2. Review and process ministerial planning applications, including, but not limited to blanning review of building permits, sign permits, zoning confirmation letters, and special event permits.
4 The above items are not intended to be exclusive; other services may be sought as the need arises. The SOQ does not need to include a fee proposal for any of these specific tasks. Fee proposals for individual tasks would be requested during the course of the on-call contract.

Weed Abatement Services
The scope of services may vary as need arises and will be at the discretion of the City. The request for services may include (summarized into two general categories):
• Administration: Assist with administration of the private property weed abatement program. The City noticed 240 parcels in 2023. The work to be performed shall consist of furnishing all necessary labor, tools, materials, appliances, and equipment necessary to assist with the administration of the City of Laguna Niguel Private Property Weed Abatement Program to include, but not to be limited to:
• City to mail out notifications in February to clear weeds and dead brush/trees within 100' of structures by May 1s. Property owners are also required to maintain the cleared area through the end of the year.

Answer and reply to all telephone calls and emails from customers regarding the weed abatement requirements and volunteer abatement program..

Annual monitoring and inspection of the identified weed abatement parcels on April 1st, May 1st, June 1st, and as needed, and communicating with the property owner on the status, until in compliance.
• After May 1st, refer any non-compliant properties to Code Compliance.

Photo document all parcels during inspection using a City provided mobile application
Weed Abatement: The City offers a voluntary weed abatement program allowing the property owner to request clearing service from the City contractor and be invoiced for the work. In 2023, two owners participated in the program. The contractor shall provide an estimate to the owner upon request and have the owner fill out the necessary City forms prior to work. The contractor shall then invoice the City for the work providing before and after photos. The work to be performed shall consist of furnishing all necessary labor, tools, materials, appliances, and equipment necessary to provide weed and brush abatement on private residential lots and privately owned open spaces to include, but not to be limited to:

All work performed by the contractor shall be professional, current with the times utilizing state of the art methods and equipment considered to be acceptable under existing weed abatement standards.

The Contractor will be responsible for removing and disposing of green waste at appropriate facilities and obtaining an encroachment permit from Public Works when necessary.

Contractor shall pay workforce State prevailing wages.
5 The above list is not intended to be exclusive, other services will likely be sought as the need arises. The soQ does not need to include a fee proposal for any of these specific tasks. Fee proposals for individual tasks would be requested during the course of the on-call contract.

III. ITEMS FOR INCLUSION IN SOQ PROPOSAL
SOQ submittals are to include the following:

Cover letter. Describe your firm's interest and commitment in providing the requested services to the City. This letter is to include the legal name of company, corporate address, telephone number and email address of the firm's contact person. The letter is to be signed by a person authorized to negotiate a contract with the City. • Brief Description of Firm. Provide information regarding the staffing (include an organization chart) and general overview of the qualifications and experience of the firm as they relate to the particular consulting services requested.

Project Management Team. Identify the project manager and other key personnel who will be involved with providing consulting services. Provide the qualifications of team members and discuss their related work experience. Key staff substitution will be allowed only after prior written consent of the City. If any sub-consultants are to be employed, summarize their role as well as their qualifications.

Detailed Work Plan. Describe your work plan for approaching and completing professional services to meet City needs and requirements. Consultants are invited to submit variations and additional elements to the work scope they feel may enhance the project outcomes.

Experience Relative to City Needs. A summary of similar consulting services or professional experience related to the scope of services and desired attributes and competencies summarized above. References from clients for recent similar or related work are desirable. If the firm has done prior work for the City, those projects or other services provided are to be identified.

Rate Schedule. Provide the most current rate schedule that includes the rates of all applicable staff that may be assigned to the City. If applicable, also include overtime hourly rates, mileage costs and pricing for any additional billing requirements. Hourly rates quoted at the commencement of any specified project shall remain valid throughout the duration of that particular project. Prospective proposers may submit a rate schedule that reflects different rates in each year for the extent of the term in the on-call professional services agreement.
• Other Relevant Information and Exceptions. Provide additional relevant information that may be helpful in the selection process including any exceptions taken to the City's standard On-Call Professional Services Agreement (Attachment A).

IV. PROPOSAL SUBMISSION
If you wish to be considered for providing the services outlined above, please submit three (3) original bound copies of your SOQ and one (1) digital copy (PDF on USB flash drive) to the address below. Proposals must be received by 5:00 p.m. on Friday, September 29, 2023. Late submissions will not be accepted.

City of Laguna Niguel
Community Development Department
Hannah Tamaddon, Management Analyst
30111 Crown Valley Parkway
Laguna Niguel, CA 92677
Please address any questions pertaining to this request for SOQ, or the selection process to Hannah Tamaddon, Management Analyst, by phone at (949) 362-4315 or by email at [email protected]. Thank you in advance for your consideration.

EVALUATION PROCESS AND CRITERIA
A Selection Committee comprised of City staff will review and evaluate all proposals received by the submittal deadline to determine the firm or firms that will best be able to meet the needs of the City. During the review process, the City reserves the right, where it may serve the City's best interest, to request additional information or clarification from those who submit a SOQ, or allow clarifications, corrections of errors or omissions. Any and all changes in a SOQ will be made by written addendum. The review will be based on factors listed above, including the following:
• Qualifications, staffing, background and prior experience of the consulting firm (especially the project manager and key personnel).
• Approach and understanding of the work to be performed as outlined in this request for SOQ.
• Cost to provide requested services.
• Clarity and conciseness in responding to the SOQ request, considerations will also include the Consultant's ability to provide additional relevant information.

After discussion and ranking by the Selection Committee, one or more firms may be selected to enter into negotiations for a contract. If necessary, and at the sole option of the City, an alternative procedure may be to invite the top firms to an interview prior to the final selection.

If the City selects this approach, sufficient time will be given to the consultants to prepare an appropriate presentation and to coordinate schedules. A copy of the City's standard On-Call Professional Services Agreement is included for your review (Attachment A). 7 VI. TENTATIVE SCHEDULE
The City has established the following target dates for evaluation and scheduling purposes.

The following dates are tentative, non-binding, and are subject to change without prior notice.

MILESTONE DATE
SOQ Issued Wednesday, August 30, 2023
Due Date for SOQ Questions Wednesday, September 20, 2023, 5:00 P.M.

SOQ Submittal ("SOQ Due Date") Friday, September 29, 2023, 5:00 P.M.

Optional Consultant Interview(s) October 2-6, 2023
Award of Professional Service Agreement(s) Tuesday, October 17, 2023 Attachment:

Standard On-Call Professional Services Agreement
8 ATTACHMENT B
Professional Services Agreement for On-Call Housing Consulting Services with Becky Caha

AGREEMENT FOR ON-CALL PROFESSIONAL SERVICES

BETWEEN CITY OF LAGUNA NIGUEL AND

BECKY CAHA
THIS AGREEMENT FOR ON-CALL PROFESSIONAL SERVICES ("Agreement") is made and entered into by and between CITY OF LAGUNA NIGUEL, a California municipal corporation ("City") and Becky Caha, an Independent Contractor "Consultant"). City and Consultant may be referred to individually as "Party" or collectively as "Parties."

RECITALS
The City desires to contract with selected professional consultants to provide on- call professional services to support the Community Development Department in the following category: Housing Consulting Services.

The City circulated a Statement of Qualifications for the above-described professional services on August 30, 2023.

Consultant submitted a proposal to City to provide the above-described professional services dated September 29, 2023.

City Staff has reviewed all the proposals and after considering the demonstrated competence of Consultant, the professional qualifications of Consultant, and the fairness and reasonableness of Consultant's proposed cost, staff has determined that an agreement to provide the required services on an on-call basis should be awarded to Consultant.

The City and Consultant each desire to enter into an agreement for the above- described professional services to be provided to City by Consultant on an on-call basis.

AGREEMENT
In consideration of the mutual promises and covenants made by the Parties and contained herein and other consideration, the value and adequacy of which are hereby acknowledged, the Parties agree as follows:

ARTICLE 1. SERVICES OF CONSULTANT

1.1 Scope of On-Call Services. In compliance with all terms and conditions of this Agreement, Consultant shall provide, on an on-call basis, those services specified in the "Scope of On-Call Services" attached hereto as Exhibit A and incorporated herein by this reference, which may be referred to herein as the "services" or "work" hereunder. As a material inducement to City entering into this Agreement, Consultant represents and warrants: a) all services set forth in the Scope of On-Call Services will be performed in a competent and satisfactory manner; b) all materials used for services will be both of good quality as well as fit for the purpose intended; and, c) Consultant shall follow the highest professional standards and practices in performing the services required hereunder. Services to be actually performed by Consultant for City shall be -1-
established on a project-by-project basis through a separate written amendment to this Agreement (each such amendment may be referred to herein as a "Specific Services Amendment"). Upon request by City, Consultant shall provide a detailed project proposal, with pricing no greater than the fees and rates provided for in Exhibit A to this Agreement. Consultant shall not commence work for any given project until both: a) execution by Parties of a written Specific Services Amendment to this Agreement specifying, for the given project, the services to be provided, compensation for those services, and a performance schedule for those services; and, b) receipt from City of a written notice to proceed issued pursuant to said executed Specific Services Amendment.

Consultant's Proposal and City's SOQ. Consultant's proposal for this Agreement referenced in the above recitals ("Consultant's Proposal") shall be incorporated herein by this reference as though fully set forth herein. City's Statement of Qualifications referenced in the above recitals ("City's SOQ") shall be incorporated herein by this reference as though fully set forth herein. The Scope of On-Call Services specified in Exhibit A shall include the scope of services or work included both in Consultant's Proposal as well as in City's SOQ. In the event of' any inconsistency or any conflict between the terms of Consultant's Proposal (for scope of services or work, or schedule of performance), and the terms of City's SOQ (for scope of services or work, or schedule of performance), the Consultant's Proposal shall govern, unless this Agreement provides otherwise. In the event of any inconsistency or any conflict between the terms of Consultant's Proposal, and this Agreement or any amendment hereto, the terms of this Agreement or any amendment hereto, respectively, shall govern. No other terms and conditions from Consultant's Proposal, other than description of scope of services or work, as well as description of schedule of performance, shall apply to this Agreement, unless specifically agreed to by City in writing.

1.3 Compliance with Law. All services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules and regulations of City and any federal, State or local governmental agency having jurisdiction in effect at the time services are rendered.

City, and its elected and appointed officers, employees, agents, designated volunteers, attorneys, successors and assigns shall not be liable at law or in equity for failure of Consultant to comply with this Section.

1.4 Licenses, Permits, Fees and Assessments. Consultant shall obtain and maintain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. 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 Consultant's performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City against any such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City hereunder.

Additional Services and Compensation. Consultant hereby acknowledges that it accepts the risk that the services to be provided on an on-call basis pursuant to the Scope of On- Call Services, in consideration for the fees and rates provided for in the Schedule of Compensation referenced in Section 2.1 below, may be more costly or time consuming than Consultant anticipates and that Consultant shall not be entitled to additional compensation therefor. City may in its sole and absolute discretion have similar work done by other consultants. -2-

1.6 Familiarity with Work. By executing this Agreement, Consultant represents and warrants Consultant: a) has thoroughly investigated and considered services to be performed, b) has carefully considered how services should be performed, and c) fully understands the facilities, difficulties and restrictions attending performance of services under this Agreement.

1.7 Software and Computer Services. If the Scope of On-Call Services includes the provision and/or installation of any software, computer system, or other computer technology, Consultant represents and warrants that it is familiar with and/or has inspected City's current infrastructure, equipment, computer system and software and that the software, computer system, or other computer technology provided and/or installed by Consultant under this Agreement is compatible, and shall be fully functional, with such infrastructure, equipment, computer system and software of City. Consultant acknowledges that City is relying on this representation by Consultant as a material consideration in entering into this Agreement.

1.8 Prevailing Wages. If services include any "public work" or "maintenance work," as those terms are defined in California Labor Code section 1720 et seq. and California Code of Regulations, Title 8, section 16000 et seq., and if the total compensation is $1,000 or more, Consultant shall pay prevailing wages for such work and comply with the requirements in Calitornia Labor Code section 1770 et seq. and 1810 et seq., and all other applicable laws. To the maximum extent permitted by law, Consultant's obligations in Section 5.3 (Indemnification) expressly apply to acts or omissions arising out of, or incidental to, the payment of prevailing wages by any person or entity (including Consultant, its subcontractors, and each of their officers, employees and agents) in connection with any services, including without limitation the payment of all consequential damages, attorneys' fees, and other related costs and expenses. All duties of Consultant pursuant to this section shall survive termination of the Agreement.

1.9 Special Requirements. Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in Exhibit A and incorporated herein by this reference.

In the event of a conflict between the provisions of Exhibit A and any other provisions of this Agreement, the provisions of Exhibit A shall govern.

ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT

2.1 Compensation for Services. Compensation for each project performed hereunder shall be determined by a Specific Services Amendment specifying a not-to-exceed contract sum for the specific project. Fees and rates to be charged by Consultant for services provided for in all Specific Services Amendments are specified in the "Schedule of Compensation," attached hereto as Exhibit A and incorporated herein by this reference, and such fees and rates are not subject to increase during the initial term of the Agreement. After the initial term of the Agreement, fees and rates may only be increased both pursuant to Section 9.4 as well as subsequent to negotiation between the Parties on a reasonable increase. The maximum of such increase shall be no greater than the CPI increase (Orange County area) for the applicable period of time. City has no obligation or duty to provide any such increase. Compensation may include reimbursement, for actual and necessary expenditures, if both specified in either the Schedule of Compensation or the applicable Specific Services Amendment, as well as approved by City in advance. The not-to- exceed contract sum specified in any Specific Services Amendment shall include the attendance of Consultant at all project meetings reasonably deemed necessary by City. Consultant agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will -3-
materially increase or decrease the cost of the work or services, Consultant shall promptly notify the City Representative of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto.

2.2 Invoices. Unless some other method of payment is specified in Exhibit A, Schedule of Compensation, in any month in which Consultant wishes to receive payment, no later than the first business day of such month, Consultant shall submit to City, in a form approved by City's Finance Director, an invoice for services rendered prior to the date of the invoice. By submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all provisions of this Agreement. Except as provided in Sections 7.3, 7.4 and 7.5, City shall pay Consultant for all expenses stated thereon which are approved by City pursuant to this Agreement generally within thirty (30) days, and City will use its best efforts to make payment no later than forty-five (45) days, from the submission of an invoice in an approved form. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission. Review and payment by City for any invoice provided by Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable law. Each invoice is to include (unless otherwise specified by City): 1) line items for all personnel describing the work performed, the number of hours worked, and the hourly rate; 2) line items for all materials and equipment properly charged to the services; 3) line items for all other approved reimbursable expenses claimed, with supporting documentation; and 4) line items for all approved subcontractor labor, supplies, equipment, materials, and travel properly charged to the services.

ARTICLE 3. PERFORMANCE SCHEDULE

3.1 Time of Essence. Time is of the essence in the performance of this Agreement.

3.2 Term. Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until June 30, 2025. The term of this Agreement may be extended administratively (with total cumulative extension no greater than two years), by the City pursuant to Section 9.4 and without the need for further approval by the City Council, if the Consultant's performance is satisfactory and it is in the best interest of the City.

3.3 Schedule of Performance. Consultant shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in both the "Schedule of Performance" attached hereto as Exhibit A and incorporated herein by this reference, as well as the Specific Services Amendment.

3.4 Force Majeure. The time periods) specified in the Schedule of Performance and the Specific Services Amendment 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 Consultant, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including City, (with the express exception of delays arising from the impact of COVID- 19 and its variants to the extent such impact is foreseeable or should have reasonably been foreseeable), if Consultant shall within ten (10) days of the commencement of such delay notify City in writing of the causes of the delay. City shall ascertain the facts and the extent of delay, and -4-
extend the time for performing the services for the period of the enforced delay when and if in the judgment of City such delay is justified. City's determination shall be final and conclusive upon the Parties to this Agreement. In no event shall Consultant be entitled to recover damages against City for any delay in the performance of this Agreement, however caused, Consultant's sole remedy being extension of this Agreement pursuant to this Section.

ARTICLE 4. COORDINATION OF WORK

4.1 Consultant Representative. The Consultant Representative is Becky Caha, Affordable Housing Administrative Consultant, (714) 968-2242, [email protected], who is authorized to act on Consultant's behalf with respect to the work or services specified herein and to make all decisions in connection therewith. It is expressly understood that the experience, knowledge, capability and reputation of the representative was a substantial inducement for City to enter into this Agreement. Therefore, the representative shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. For purposes of this Agreement, the representative may not be replaced nor may their responsibilities be substantially reduced by Consultant without the express written approval of City.

4.2 City Representative. The City Representative is such person as designated by the City Manager or her designee. The City Representative shall be the primary person on behalf of City responsible for the administration of the Agreement. It shall be Consultant's responsibility to assure that the City Representative is kept informed of both the progress of the performance of the services as well as any decisions which must be made by City.

Approvals from City. City approvals or actions, pursuant to the authority of this Agreement, may be made (unless otherwise specified) either by the City Manager, the Community Development Director, or by the City Representative (or by their respective delegates as provided for in writing).

4.4 Independent Contractor. Neither City, nor any of its officers, employees or agents, shall have any control over the manner or means by which Consultant, or its officers, employees, agents or subcontractors, perform the services required herein, except as otherwise set forth herein. Consultant shall perform all services required herein as an independent contractor of City and shall remain under only such obligations as are consistent with that role. Consultant shall not at any time or in any manner represent that it, or any of its officers, employees, agents or subcontractors, are officers, employees or agents of City. City shall not in any way or for any purpose become or be deemed to be a partner of Consultant in its business or otherwise or a joint venturer or a member of any joint enterprise with Consultant. Consultant shall not incur or have the power to incur any debt, obligation or liability whatever against City, or bind City in any manner. Consultant represents and warrants that the personnel used to provide services to City pursuant to this Agreement shall at all times be under Consultant's exclusive control and direction.

No City employee benefits shall be available to Consultant, its officers, employees, agents or subcontractors, in connection with the performance of this Agreement. City shall not be liable for compensation or indemnification to Consultant, its officers, employees, agents or subcontractors, for injury or sickness arising out of performing services hereunder. In the event that Consultant or any officer, employee, agent, or subcontractor of Consultant providing services under this Agreement claims or is determined by a federal or state agency, a court of competent jurisdiction, or the California Public Employees' Retirement System, to be classified as other than an independent contractor for City, then Consultant shall indemnify, defend, and hold harmless City for the payment of any and all assessed fines, penalties, judgments, employee and/or employer contributions, and any other damages and costs assessed to City as a consequence of, or in any way attributable to, the assertion that Consultant, or any officer, employee, agent, or subcontractor Consultant used to provide services under this Agreement, is/are employees of City.

4.5 Subcontracting or Assignment. The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for City to enter into this Agreement. Therefore, without express written approval of City, Consultant shall not contract with any other entity to perform in whole or in part services required hereunder without express written approval of City, and neither this Agreement nor any interest herein may be transferred or assigned. No approved transfer shall release Consultant, or any surety or insured of Consultant, of any liability hereunder without express written consent of City.

ARTICLE 5. INSURANCE AND INDEMNIFICATION

5.1 Insurance Coverages. Prior to commencement of any services under this Agreement, and without limiting Consultant's indemnification obligation to City, Consultant shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, for the duration of the Agreement, primary policies of insurance of the type and amounts below, issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by City, which shall cover all elected and appointed officers, employees, agents, designated volunteers, attorneys, successors and assigns of City. City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to Consultant, City and Consultant may renegotiate Consultant's compensation. (a) Commercial General Liability Insurance. A policy of commercial general liability insurance, with coverage at least as broad as Insurance Services Office ("ISO) form CG 00 01, written on a per occurrence basis for bodily injury, personal injury and property damage. Defense costs must be paid in addition to limits. Coverage for an additional insured shall not be limited to its vicarious liability. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO "insured contract" language will not be accepted. Limits shall be no less than $1,000,000 per occurrence for all covered losses and no less than $2,000,000 general aggregate.
(b) Worker's Compensation Insurance. A policy of worker's compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for Consultant against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by Consultant in the course of carrying out the work or services contemplated in this Agreement.
(c) Automobile Liability. A policy of comprehensive automobile liability -6-
insurance, at least as broad as ISO form CA 00 01, written on a per occurrence basis covering bodily injury and property damage in an amount not less than $300,000 combined single limit for each accident. Said policy shall include coverage for owned, non-owned, leased, hired cars and any automobile.
(d) Professional Liability. Professional liability insurance appropriate to Consultant's profession. This coverage may be written on a "claims made" basis and must include coverage for contractual liability. Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement. The professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon, arising out of, or related to services performed under this Agreement. The insurance must be maintained for at least five (5) consecutive years following the completion of Consultant's services or the termination of this Agreement. During this additional 5-year period, Consultant shall annually and upon request of City submit written evidence of this continuous coverage. Limits shall be no less than $1,000,000 per claim and no less than $1,000,000 general aggregate. (e) Cyber Liability. Cyber liability insurance appropriate to Consultant's profession and the services hereunder, written on a per occurrence basis, with limits not less than $1,000,000 per occurrence/loss, and $2,000,000 in the aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations undertaken by Consultant pursuant to this Agreement and shall include, but not be limited to, claims involving: infringement of intellectual property; copyright; trademark; invasion of privacy violations; data breach; electronic information theft, loss, damage, destruction, alteration or misuse; release of private information; extortion; and, network security. The policy shall provide coverage for breach response costs, regulatory fines and penalties, and credit monitoring expenses, with limits sufficient to respond to these obligations.
(f) Excess Liability and Umbrella Liability Insurance. Excess liability insurance and/or umbrella liability insurance may be used to satisfy the obligations herein. If excess liability insurance is used then the policy shall meet all the requirements herein and be at least as broad as the primary coverages set forth herein. Such policy shall: 1) include a drop down feature requiring the policy to respond if primary insurance that would otherwise have applied proves to be uncollectible in whole or in part for any reason; 2) be payable on behalf of wording as opposed to reimbursement; 3) have concurrency of effective dates with primary policies; 4) "follow form" to the underlying primary policies; and, 5) provide insureds, under primary policies required herein, shall be insureds under the excess liability policy. (g) Subcontractors. In the event Consultant subcontracts any portion of the work in compliance with Section 4.5 of this Agreement, Consultant shall either: 1) include each subcontractor as insureds under its policies of insurance required herein; or, 2) Consultant shall, upon request of City, furnish to City all documentation, required in Article 5 for Consultant, for each subcontractor. All coverages for subcontractors shall include all of the requirements herein.

5.2 General Insurance Requirements.
(a) Proof of Insurance, Enforcement and Notice. No work or services under this Agreement shall commence until both Consultant has provided City with insurance certificates, endorsement forms and appropriate insurance binders evidencing the above insurance -7-
coverages, as well as said documentation is approved by City. City reserves the right to inspect complete, certified copies of, and endorsements to, all required insurance policies, at any time.

Any failure to comply with the reporting or other provisions of the policies including breaches or warranties shall not affect coverage provided to City. In the event any insurance policy required under this Agreement is cancelled or amended (and the insurance policy is not replaced pursuant to subsection (b) below), or does not comply with Article 5, then: 1) City has the right but not the duty to obtain insurance required herein and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments; or, 2) City, notwithstanding any other provisions of this Agreement, may immediately terminate this Agreement. Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant's performance under this Agreement, and that involve or may involve coverage under any of the required insurance policies. shall provide the insurance all tin/ mended of cal of oy in required polarity of insurance providing thirty (30) calendar days prior written notice (with exception of ten (10) calendar days prior written notice for nonpayment of premium) to City. In the event any of said policies of insurance are amended or cancelled, Consultant shall, five (5) business days prior to the cancellation date, submit new evidence of insurance, or reinstatement of policy, in conformance with this Agreement to City.

Additional Insureds. The commercial general liability policy provided for in Section 5.1(a) and the automobile liability policy provided for in Section 5.1(c) both shall name City and its elected and appointed officers, employees, agents and designated volunteers ("City Parties") as additional insureds and such coverage shall contain no special limitations on the scope of protection afforded to City and City Parties. A severability of interests provision must apply for all additional insureds ensuring that Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability, and policies of insurance shall not contain any cross-liability exclusions.

Primary, Subrogation, Contribution and Coverage. All of the above policies of insurance shall be primary insurance. The insurers (with exception of professional liability insurer) for above policies, Consultant and any subcontractors are all deemed hereof to waive all rights of subrogation and contribution they may have against City or City Parties, and their respective insurers, and all insurance policies required herein shall be endorsed to waive such rights. Any insurance maintained by City or City Parties will apply in excess of, and not contribute with, Consultant's insurance. If Consultant maintains broader coverage and/or higher limits than the minimum amounts provided herein, City requires and shall be entitled to the broader coverage and/or higher limits maintained by Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City and City Parties.

None of the coverages required herein will be in compliance with this Agreement if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. Requirements of specific coverage features or limits contained herein are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any Party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. -8-
(e) Limitations. Self- Insured Retention and Deductibles. Consultant agrees that requirements of Article 5 shall not be construed as limiting in any way the extent to which Consultant may be held responsible for the payment of damages to any persons or property resulting from Consultant's activities or the activities of any person or persons for which Consultant is otherwise responsible nor shall it limit Consultant's indemnification liabilities as provided in Section 5.3. All insurance policies must specify that where the primary insured does not satisfy any self-insured retention, any additional insured may satisfy the self-insured retention (without impairment of obligation of primary insured under this Agreement to satisfy any self- insured retention). Any deductibles or self-insured retentions must be declared to and approved by City. At City's option, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City and City Parties, or Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration, attorney's fees, defense expenses and claims.

5.3 Indemnification.
(a) General Obligations. Consultant agrees, to the full extent permitted by law, to immediately indemnify, defend and hold harmless City and its elected and appointed officers, employees, agents, designated volunteers, attorneys, successors and assigns (each an "Indemnitee" and collectively, "Indemnitees") against, and will hold and save them and each of harmless from, whether actual or threatened, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages or injuries to persons or property, demands, expenses, losses, costs, penalties, obligations, errors, omissions or liabilities of any kind that may be asserted or claimed by any person, firm or entity arising out of, pertaining to, incident to or in connection with any alleged acts, errors or omissions of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Consultant is legally liable (each an "Indemnitor" and collectively, "Indemnitors") in connection with the performance of Consultant's Services, or arising from Indemnitors' reckless or willful misconduct, or arising from Indemnitors' negligent performance of or failure to perform the work, operations or activities provided herein, or any term, provision, covenant or condition of this Agreement, with such negligence or failure to perform to be determined by the City (herein "Claims or Liabilities"), and in connection therewith: 1) Consultant will defend any action or actions filed or threatened in connection with any such Claims or Liabilities, or at option of Indemnitees will reimburse and pay for all costs and expenses, including legal costs and attorneys' fees, incurred by Indemnitees in connection therewith; and, 2) Consultant will promptly pay and satisfy any judgment, award or decree rendered against Indemnitees, and reimburse Indemnitees for the cost of any settlement paid by Indemnitees, for any such Claims or Liabilities, and will save and hold Indemnitees harmless therefrom.
(b) Further Provisions. The indemnity obligation herein shall be binding on successors, assigns and heirs of Consultant and shall survive termination of this Agreement.

Consultant shall incorporate similar indemnity agreements as provided herein with its subcontractors, and if Consultant fails to do so Consultant shall be fully responsible to indemnify City hereunder therefor. Failure of City and/or City Parties (collectively "City" for solely this Section 5.3(b))) to monitor compliance with any of the indemnification provisions herein shall not be a waiver hereof. The indemnification provisions herein do not apply to claims or liabilities -9-
occurring as a result of City's sole negligence or willful misconduct, but, to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from City's negligence, except that design professionals' indemnity hereunder shall be limited to claims and liabilities arising out of the negligence, recklessness or willful misconduct of the design professional. The indemnification provided herein includes Claims or Liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduct of Indemnitors in the performance of professional services hereunder. Payment of invoices by City is not a condition precedent to enforcement of the indemnity obligation herein. In the event of any dispute between Consultant and City, as to whether liability arises from the sole negligence or willful misconduct of City, Consultant will be obligated to pay for City's defense until such time as a final judgment has been entered adjudicating City as solely negligent or responsible for willful misconduct.

Consultant will not be entitled in the absence of such a determination to any reimbursement of defense costs including but not limited to attorney's fees, expert fees and costs of litigation. City may offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant's failure to promptly pay to City any reimbursement or indemnification arising under Section 5.3 of this Agreement. Such offset, if any, does not satisfy any amount, greater than the offset, due to City from Consultant. (c) Professional Liability. When the law establishes a professional standard of care for Consultant's services, to the fullest extent permitted by law (within the limitations, as applicable, of Civil Code section 2782.8), Consultant shall indemnify, defend and hold harmless Indemnitees against, and will hold and save them and each of them harmless from, whether actual or threatened, any and all Claims and Liabilities, consistent with all obligations provided for in this Section 5.3, to the extent same are caused in whole or in part by any negligent or wrongful act, error or omission, or reckless or willful misconduct of Indemnitors in the performance of professional services under this Agreement.

ARTICLE 6. RECORDS, REPORTS AND RELEASE OF INFORMATION

6.1 Records. Consultant shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the disbursements charged to City and services performed hereunder ("books and records") as shall be necessary to perform the services required by this Agreement and enable City to evaluate the performance of such services. Any and all such books and records shall be maintained in accordance with generally accepted accounting principles (and, as applicable, maintained also in accordance with requirements of Labor Code section 1776), shall be complete and detailed, and shall be readily accessible. City shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts. Such books and records shall be maintained either for a period of no less than three (3) years following completion of the services hereunder, or for such period of time as required by applicable law, whichever period of time is longer. City shall have access to such books and records in the event any audit is required. Consultant shall fully cooperate with City in providing access to any and all Consultant records and documents if a public records request is made and disclosure is required by law including but not limited to the California Public Records Act.

6.2 Reports. Consultant shall periodically submit written reports to City -10-
Representative concerning performance of services, upon request, and/or as necessary for City to be informed of both performance of services as well as any decisions which must be made by City.

Ownership of Documents. All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and other materials ("documents and materials") prepared (regardless of whether complete or incomplete) by Consultant, its officers, employees, agents and subcontractors in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of City and/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, use, reuse, or assignment of the documents and materials hereunder. Consultant may retain copies of such documents and materials under express condition that Consultant agrees such documents and materials are the sole property of City. All subcontractors shall provide for assignment to City of any documents and materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom. Moreover, with respect to any Consultant documents and materials that may qualify as "works made for hire" as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed "works made for hire" for City.

6.4 Confidentiality and Release of Information. All information gained or work product produced by Consultant in its performance of this Agreement shall be considered confidential, unless such information is in the public domain. Consultant shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from City. No news releases, including photographs, public announcements, or confirmations of the same, of any part of the work, shall be made without prior written authorization from City. Consultant, its officers, employees, agents or subcontractors, shall not, without prior written authorization from City or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement.

Response to a subpoena or court order shall not be considered "voluntary" provided Consultant immediately gives City notice of such court order or subpoena. If Consultant, or any officer, employee, agent or subcontractor of Consultant, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorney's fees, caused by or incurred as a result of Consultant's conduct. As concerning, regarding or related to, in any way, this Agreement and the work performed thereunder: a) Consultant shall immediately notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party; b) City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or similar proceeding; and, c) Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant, however, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response.
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ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION

7.1 California Law. This Agreement shall be interpreted, construed and governed both as to validity and to performance of the Parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Orange, State of California, or any other appropriate court in such county, and Consultant agrees to submit to the personal jurisdiction of such court in the event of such action. In the event of litigation in a U.S.

District Court, venue shall lie exclusively in the Central District of California, Southern Division, in the County of Orange, State of California.

7.2 Suspension, or Termination, Prior to Expiration of Term. This Section shall govern any termination of this Agreement except as specifically provided in Section 7.4 for termination for cause. City reserves the right to terminate or suspend this Agreement, or any portion hereof, at any time, for any reason, with or without cause, upon ten (10) days' notice to Consultant, except that where termination or suspension is due to the fault of Consultant, the period of notice may be such shorter time as determined by City. Upon receipt of any notice of termination or suspension, Consultant shall immediately cease all services hereunder, unless the notice provides otherwise, or except such as specifically approved by City. Upon submittal of an invoice consistent with Section 2.2, Consultant shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination or suspension and for any services authorized by City thereafter in accordance with the Schedule of Compensation and/or a relevant Specific Services Amendment, or such as may be approved by City, except as provided in Section 7.5. In event of termination, or suspension, without cause pursuant to this Section, there is no need to provide opportunity to cure pursuant to Section 7.3.

7.3 Default of Consultant and Opportunity to Cure. In the event that Consultant is in default under the terms of this Agreement (including without limitation the terms of any Specific Services Amendment), City shall not have any obligation or duty to continue compensating Consultant for any work performed after the date of default. Instead, City may give notice to Consultant of the default and the reasons for the default. The notice shall include the timeframe in which Consultant may cure the default. This timeframe is presumptively ten (10) days, but may be extended, or reduced, if circumstances warrant, as determined by City. During the period of time that Consultant is in default, City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices, without liability for interest. In the alternative, City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Consultant does not cure the default by conclusion of noticed timeframe, City may immediately both terminate this Agreement and/or Specific Services Amendments) with notice to Consultant, as well as pursue the remedy in Section 7.4, without prejudice to any other remedy to which City may be entitled at law, in equity or under this Agreement. Any failure on the part of City to give notice of Consultant's default shall not be deemed to result in a waiver of City's legal rights or any rights arising out of any provision of this Agreement.

7.4 Termination for Default of Consultant. If termination is due to the failure of Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.3, take over the work and prosecute the same to completion by contract or otherwise, and Consultant shall be liable to the extent that the total cost for completion of the -12-
services required hereunder exceeds the compensation herein stipulated (provided that City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to Consultant for the purpose of set-off or partial payment of the amounts owed City therefor.

7.5 Retention of Funds. Consultant hereby authorizes City to deduct from any amount payable to Consultant (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by reason of Consultant's acts or omissions in performing or failing to perform Consultant's obligation under this Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of Consultant to insure, indemnify, and protect City as elsewhere provided herein.

7.6 Waiver. Waiver by any Party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any Party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision or a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by a non-defaulting Party on any default shall impair such right or remedy or be construed as a waiver. Any waiver by either Party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform Consultant of non-compliance with any requirement of this Agreement imposes no additional obligations on City nor does it waive any rights hereunder. Payment to Consultant for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Consultant.

Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the Parties are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party.

7.8 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.

Notwithstanding any contrary provision herein, Consultant shall file a statutory claim pursuant to Government Code sections 905 et seq. and 910 et seq., in order to pursue a legal action under this Agreement.

7.9 Attorneys' Fees. If either Party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorneys' fees. Attorneys' fees shall -13-
include attorneys' fees on any appeal, and a Party entitled to attorneys' fees shall be entitled to all other reasonable costs for investigating such action, consultants' fees, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. Such fees and costs shall be enforceable whether or not such action is prosecuted to judgment.

ARTICLE 8. INDIVIDUAL LIABILITY, CONFLICTS AND NON-DISCRIMINATION

8.1 Non-liability of City Officers and Employees. No officer or employee of City shall be personally liable to Consultant, or any successor in interest, in the event of any default or breach by City or for any amount which may become due to Consultant or to its successor, or for breach of any obligation of the terms of this Agreement.

8.2 Conflict of Interest. Consultant covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Consultant's performance of services under this Agreement. Consultant further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of City. Consultant agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement. City, in its sole discretion, shall determine the existence of a conflict of interest and may terminate this Agreement in the event such a conflict of interest exists upon sending Consultant written notice describing the conflict.

No officer or employee of 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 this Agreement which affects their 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 warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement.

8.3 Covenant Against Discrimination. Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class in the performance of this Agreement. Consultant shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class.

ARTICLE 9. MISCELLANEOUS PROVISIONS

9.1 Notices. Any notice or other communication either Party desires or is required to give to the other Party or any other person in regards to this Agreement must be in writing and may be given either by (i) personal service, (ii) delivery by a reputable document delivery service, such as but not limited to, Federal Express, which provides a receipt showing date and time of delivery, or (iii) mailing in the United States Mail, certified mail, postage prepaid, return receipt requested, in the case of City addressed to Community Development Director at City of Laguna Niguel, 30111 Crown Valley Parkway, Laguna Niguel, CA 92677, and in the case of Consultant, to the person(s) at the address designated on the execution page of this Agreement. Either Party -14-
may change its address by notifying the other Party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section.

9.2 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either Party by reason of the authorship of this Agreement, headings used, or any other rule of construction which might otherwise apply.

9.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and such counterparts shall constitute one and the same instrument.

9.4 Integration; Amendment. This Agreement including the attachments hereto is the entire, complete and exclusive expression of the understanding of the Parties as to the Agreement.

It is understood that there are no oral agreements between the Parties hereto affecting this Agreement, and this Agreement supersedes and cancels any and all prior and contemporaneous negotiations, arrangements, agreements and understandings, if any, between the Parties, concerning this Agreement, and none shall be used to interpret this Agreement. No amendment to or modification of this Agreement shall be valid unless made in writing, approved by City and Consultant, and consistent with the Laguna Niguel Municipal Code.

9.5 Severability. Should a portion of this Agreement be declared invalid or unenforceable by a judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining portions of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the Parties 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.

9.6 No Undue Influence. Consultant declares and warrants that no undue influence or pressure was used against or in concert with any officer or employee of City in connection with the award, terms or implementation of this Agreement, including any method of coercion, confidential financial arrangement, or financial inducement. No officer or employee of City has or will receive compensation, directly or indirectly, from Consultant, or from any officer, employee or agent of Consultant, in connection with the award of this Agreement or any work to be conducted as a result of this Agreement. Violation of this Section shall be a material breach of this Agreement entitling City to remedies in Section 7.4 and any and all remedies at law or equity.

9.7 Corporate Authority. The persons executing this Agreement on behalf of the Parties hereto warrant that (i) such Party is duly organized and existing, (il) they are duly authorized to execute and deliver this Agreement on behalf of said Party, (iii) by so executing this Agreement, such Party is formally bound to the provisions of this Agreement, and (iv) entering into this Agreement does not violate any provision of any other agreement to which said Party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the Parties.
[SIGNATURES ON FOLLOWING PAGEJ
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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date and year first-above written.

CITY:

CITY OF LAGUNA NIGUEL, a California
municipal corporation
Tamara S. Letourneau, City Manager
ATTEST:

Marissa J. Asistin, City Clerk

APPROVED AS TO FORM BY THE

CITY ATTORNEY FOR THE CITY
OF LAGUNA NIGUEL, CALIFORNIA:

Scott C. Smith, City Attorney
CONSULTANT:

Becky Caha, an Independent Contractor.

By:_
Name:

Title:

Address:

Two corporate officer signatures required when Consultant is a corporation, with one signature required fron each of the following groups: 1) Chairperson of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. (Cal. Corp. Code § 313)

APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS,

ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY.
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EXHIBIT A

SCOPE OF ON-CALL SERVICES

SCHEDULE OF COMPENSATION

SCHEDULE OF PERFORMANCE
I. All work product is subject to review and acceptance by City, and must be revised by Consultant without additional charge to City until found satisfactory and accepted by City.

II. Consultant is available to perform services, described in Consultant's Proposal and City's SOQ (refer to Section 1.2 for conflicts), on an on-call basis.

III. City will compensate Consultant for the on-call services performed upon submission of a valid invoice, as described in Section 2.2.

IV. Consultant will be compensated for services provided under this Agreement in accordance with description in Consultant's Proposal. Fees and rates shall be no greater than the fees and rates specified in Consultant's Proposal as accepted by City.

V. Consultant shall perform all on-call services and deliver all work products timely in accordance with the schedule described in Consultant's Proposal and City's SOQ (refer to Section 1.2 for conflicts), and as applicable in accordance with the schedule.

A(1)
COUNTR
1989

STATEMENT OF QUALIFICATIONS FOR ON-CALL HOUSING

CONSULTANT SERVICES

CITY OF LAGUNA NIGUEL
C PRESENTED BY:

BECKY CAHA
9812 CONTINENTAL DRIVE
HUNTINGTON BEACH, CA 92646
(714) 968-2242

TABLE OF CONTENTS
TRANSMITTAL LETTER ..... 2
PROFILE. 3
SCOPE OF SERVICES 5
RATE SCHEDULE . 7
RESUME.............................................. cec ... ... ... ......... d Affordable Housing Implementation Services - City of Laguna Niguel Page | 1
9812 Continental Drive
Huntington Beach, CA 92646
C 714.968.2242
[email protected]
February 20, 2023
City of Laguna Niguel
Community Development Department
Hannah Tamaddon, Management Analyst
30111 Crown Valley Parkway
Laguna Niguel, CA 91733

STATEMENT OF QUALIFICATIONS FOR ONGOING HOUSING CONSULTANT SERVICES Dear Ms. Tamaddon:
1 am pleased to present this Statement of Qualifications (SOQ) for ongoing housing consultant services to the City of Laguna Niguel (City). I believe I have superior knowledge of the work required for this program and have recently been involved in the current compliance monitoring activities for the City's existing affordable housing units. The following presents my qualifications, scope of services, and fee estimate for this engagement. I welcome the opportunity to discuss my qualifications with you in further detail. Should you have any questions, please do not hesitate to contact me at (714) 968-2242.

Thank you for considering me for this engagement. Please do not hesitate to contact me with additional information needs.

Sincerely,
Secky Laha
ecky Cer
Affordable Housing Administrative Consultant
Affordable Housing Implementation Services - City of Laguna Niguel Page | 2

PROFILE
As a consultant for over 30 years, I am uniquely qualified to provide the City with program administration services for their multifamily unit compliance administration. I have provided turn-key housing program administrative services for eligibility and qualification review for multifamily rental units in several cities, including Laguna Niguel. In addition, as contract staff for cities and agencies, I have provided loan processing, eligibility review, and program compliance monitoring services for 11 cities throughout California. As a result, I clearly understand the need for compliance in all aspects of an affordable housing program.

As an independent contractor, I provide ongoing affordable housing program administration services for multifamily compliance monitoring and administration for the Cities of Aliso Viejo, Irwindale, La Quinta, and the City. Through this extensive experience in all aspects of affordable housing, I am completely familiar with the laws relating to affordability and the process involved with income determination and verification, eligibility review, housing cost allowances, etc.

My established long-term consulting relationships with these public agency clients demonstrate my qualifications and responsiveness in serving my clients. The following describes some of my recent related experiences and references.

Affordable Housing Program & Project Development Advisory Services - City of La Quinta For over 30 years, I have assisted the City of La Quinta and its Housing Authority with administering their affordable housing programs. These include administering its first-time homebuyer loan program, managing its single-family and multifamily residential rehabilitation loan programs, mobile home conversions, and acquisitions of dilapidated properties for refurbishment and resale. In addition, I maintain their affordable housing database, provide all annual compliance monitoring activities, and handle all inquiries by property owners participating in the affordable housing program. The portfolio includes over 350 single-family homes and over 1,800 multifamily units.

Contact: Doug Kinley III | Management Specialist
Phone. 760.777.7085
Affordable Housing Implementation Services - City of Laguna Niguel Page | 3
Affordable Housing Program Implementation -Irwindale Housing Authority For the past 28 years, I have been involved in designing a comprehensive housing improvement program for the Irwindale Housing Authority. The adopted programs include housing rehabilitation grants and loans, neighborhood revitalization, and first-time homebuyer loans.

This involves initial household interviews, reviewing income tax and other financial statements, assisting qualified households in preparing and executing documents, recording documents, cash flow management, annual transmittal of program information notices, and yearly eligibility recertification. In addition, for the past five years, I have been involved in implementing the First-Time Homebuyers Loan Purchase Program with Mayans Development. This included the review of potential buyers, coordination of escrow/title activities, as well as holding a public lottery for the awarding of these homes to eligible homebuyers.

Contact: Theresa Olivares, Assistant City Manager
Phone: 626.430.2294
Affordable Housing Program Implementation and Maintenance - City of Aliso Viejo For over 20 years, I have assisted the City of Aliso Viejo with administrating its Affordable Housing Implementation Plan (AHIP) activities. These include administering its first-time homebuyer loan program, including providing all annual compliance monitoring activities and assistance to all property owners and interested participants. The portfolio consists of 54 single-family homes.

Contact: Rose Rivera | Senior Planner
Phone. 949.425.2528
Affordable Housing Implementation Services - City of Laguna Niguel Page | 4

SCOPE OF SERVICES
For this engagement, I propose to provide "turn-key" staffing services wherein I would be available to handle some or all of the tasks identified in the Scope of Services as follows:
• Review and evaluate current City affordable housing agreements for existing residential developments.
• Create annual income, rent limit, and utility allowance charts for residential developments with City affordable housing agreements.
• Collect various monitoring documents and certifications from the owner/manager for each residential development with a City affordable housing agreement. This documentation includes collecting current tenant data for each restricted unit from each project's property manager or owner for all tenants occupying restricted units.

Information shall include but is not limited to unit address, rental unit number if a unit is fixed or floating, tenant name, lease date, rent increases, move-in and move-out date, tenant household composition (names, ages, occupations of all household members, ethnicity and gender of each head of household), household income/assets, maximum rent, rent paid, applicable deductions, utility allowance (basic and energy efficient), and whether the unit receives Section 8 voucher assistance and the amount of the housing assistance payment.
• Accurately apply various affordable housing program regulations and requirements to determine whether a project complies with controlling agreements/restrictions. • Maintain updated electronic files for each monitored project to document and track compliance status. Issue Notices (i.e., Reminder Notices, Late Notices, Non-Compliant Notices, miscellaneous program correspondence, and track notices sent). • Provide customer service to property owners and managers by establishing and maintaining a good working relationship and providing training as needed. • Provide the City with a status and compliance report and backup documentation (i.e., Certificate of Continuing Program Compliance or Occupancy Summary Report) for all projects monitored for the previous month.
• Provide income certification and approval of tenants upon move-in. Review results would be provided to the property owner/manager and the City upon completion. • Work with City staff to develop and implement guidelines and processes for the sale of affordable housing. This would include working with developers, lenders, and the City in providing the necessary affordable housing agreements) and working with potential homeowners in their qualification and understanding of the restrictions and terms of any assistance provided by the City.

Affordable Housing Implementation Services - City of Laguna Niguel Page | 5
• Assist with working with tenants, property owners, and City staff housing authority in a Section 8 conversion context.
• Research and provide information regarding the use of City funds to provide home rehabilitation of existing homes. Assist with developing the guidelines and working with homeowners, contractors, and building department staff. • Assist City staff in the design and implementation of a first-time homebuyer program. • Meet with potential developers or nonprofit agencies to determine assistance options, guidelines, and restrictions for a first-time home purchase program. Once program guidelines 4 are in place, perform initial qualification of potential buyers, escrow/title activities, and coordination.
• Research and guidance on any inclusionary components in rental developments. Assist with developing the guidelines and working with property management and tenants to maintain the compliance of these units.
• Work with City staff in the purchase of affordable housing and assist with the process of developing the guidelines and working with homeowners/tenants.

Many of these activities have been a part of my contract services with the City for the following projects:
• Apex: 14 very low-income units
• Broadstone Cavora: 18 very low-income
• Vilara: 9 very low-income
• Skye: 14 low-income
• Blu: 12 very low-income
The annual compliance monitoring for all these projects is complete for 2023, and the remedy for any non-compliance issues is in process.

Affordable Housing Implementation Services - City of Laguna Niguel Page | 6

RATE SCHEDULE
All activities under the Scope of Work will be billed on a time and materials basis. My hourly billing rate is $150 / hour.

I do not charge clients for travel or mileage, parking, standard telephone/fax expenses, general postage, or incidental copies. However, I charge for messenger services, overnight shipping/express mail costs, and teleconferencing services. I also charge for copies of reports, documents, notices, and support material in excess of five (5) copies. These costs are charged back at the actual expense plus a 10% surcharge.

Invoices will be issued monthly and are payable upon receipt unless otherwise agreed upon in advance. Invoices identify tasks completed to date, hours expended, and the hourly rate.

Affordable Housing Implementation Services - City of Laguna Niguel Page | 7
RESUME
•Becky Caha
B12one 71496l 0272
E-mail: [email protected]

BACKGROUND
Conducts various real estate and affordable housing consulting services to municipalities throughout Southern California. My broad portfolio of experience includes developing and administering low and moderate-income housing and subsidy programs, reviewing applicant eligibility, coordinating escrow and document preparation, and conducting annual monitoring and reporting activities. I also have considerable experience in rent subsidy and tenant coordination for multifamily affordable housing projects.

FOCUS AREAS
Affordable Housing and Housing Assistance Programs, Oversight Agent, Program Administration, Application Process Oversight, Escrow Supervision, Underwriting Services

EXPERIENCE
• Program Administrative Consultant for the City of La Quinta/La Quinta Housing Authority for the Home Purchase Loan Program administration and compliance management of their multifamily income-restricted rental units.
• Program Administrative Consultant for the City of Aliso Viejo for the administration of the Affordable Housing Implementation Program and compliance management of their multifamily income-restricted rental units.
• Project Management for underwriting services for the City of Irwindale's Affordable Housing First-Time Homebuyer Low and Moderate Down Payment Assistance Program.

OTHER AFFILIATIONS
Fair Housing Council of Riverside County, Inc.

California Association for Local Economic Development
Riverside County Coalition of Affordable Housing Professionals Affordable Housing Implementation Services - City of Laguna Niguel Page | 8

ATTACHMENT C
Amendment No. 1 to the On-Call Professional Services
Agreement with Becky Caha
AMENDMENT NO. 1 TO AGREEMENT FOR PROFESSIONAL SERVICES

ON-CALL HOUSING CONSULTING SERVICES
This Amendment No. 1 to Agreement for On-Call Professional Services ("Amendment No. 1"') is entered into as of
the City of Laguna Niguel, a California municipal corporation, hereinafter the "City", and Becky Caha, an independent Contractor, hereinafter the "Consultant".

RECIIALS:

1. On _ the City entered into a Professional Services Agreement with the Consultant to provide On-Call Housing Consulting Services as requested by the City (the "Agreement").

II. The City and Consultant now desire to amend the Agreement in order to establish the amount of compensation for the provision of general on-call services as may be required by the City in an amount not to exceed $150,000 annually over the term of the Agreement.

AGREEMENI:

NOW, THEREFORE, in consideration of the foregoing premises and the mutual promises and covenants herein contained, the parties hereto agree as follows:

1. General On-Call Services. Exhibit "A" of the Agreement is hereby amended to add Exhibit "A-1", attached hereto and incorporated herein by reference, in order to establish the total amount of compensation for the provision of general on-call services, not procured in connection with a specific project in an amount not to exceed One Hundred Fifty Thousand Dollars ($150,000) annually over the term of the Agreement.

2. Remaining Provisions. Except as specifically set forth in this Amendment No. 1, the remaining provisions of the Agreement shall continue in full force and effect. [Signatures on following page]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 to the Agreement as of the date first above written.
"CITY"

CITY OF LAGUNA NIGUEL
By: _
Tamara S. Letourneau
City Manager
ATTEST:

Marissa J. Asistin
City Clerk

APPROVED AS TO FORM BY THE

CITY ATTORNEY FOR THE

CITY OF LAGUNA NIGUEL,

CALIFORNIA
Scott C. Smith
City Attorney
"CONSULTANT"
Becky Caha, an Independent Contractor.

By:

Print Name:

Title:
2 EXHIBIT "A-1"

GENERAL ON-CALL SERVICES
Consultant shall perform all Services under the Agreement at the rates and in the manner set forth in Exhibit "A". For the provision of general on-call Services not procured in connection with a specific project as may be required by the City, Consultant shall receive compensation, including authorized reimbursements, in an amount not to exceed One Hundred Fifty Thousand Dollars ($150,000) annually over the term of the Agreement.

ATTACHMENT D
Professional Services Agreement for On-Call Supplemental Planning Staff Services with Civic Solutions, Inc.

AGREEMENT FOR ON-CALL PROFESSIONAL SERVICES

BETWEEN CITY OF LAGUNA NIGUEL AND
CIVIC SOLUTIONS, INC.

THIS AGREEMENT FOR ON-CALL PROFESSIONAL SERVICES (Agreement") is made and entered into
collectively as "Parties."

RECITALS
The City desires to contract with selected professional consultants to provide on- call professional services to support the Community Development Department in the following category: Supplemental Planning Staff Services.

B. The City circulated a Statement of Qualifications for the above-described professional services on August 30, 2023.

C. Consultant submitted a proposal to City to provide the above-described professional services dated September 29, 2023.

City Staff has reviewed all the proposals and after considering the demonstrated competence of Consultant, the professional qualifications of Consultant, and the fairness and reasonableness of Consultant's proposed cost, staff has determined that an agreement to provide the required services on an on-call basis should be awarded to Consultant.

E. The City and Consultant each desire to enter into an agreement for the above- described professional services to be provided to City by Consultant on an on-call basis.

AGREEMENT
In consideration of the mutual promises and covenants made by the Parties and contained herein and other consideration, the value and adequacy of which are hereby acknowledged, the Parties agree as follows:

ARTICLE 1. SERVICES OF CONSULTANT

1.1 Scope of On-Call Services. In compliance with all terms and conditions of this Agreement, Consultant shall provide, on an on-call basis, those services specified in the "Scope of On-Call Services" attached hereto as Exhibit A and incorporated herein by this reference, which may be referred to herein as the "services" or "work" hereunder. As a material inducement to City entering into this Agreement, Consultant represents and warrants: a) all services set forth in the Scope of On-Call Services will be performed in a competent and satisfactory manner; b) all materials used for services will be both of good quality as well as fit for the purpose intended; and, c) Consultant shall follow the highest professional standards and practices in performing the services required hereunder. Services to be actually performed by Consultant for City shall be -1-
established on a project-by-project basis through a separate written amendment to this Agreement (each such amendment may be referred to herein as a "Specific Services Amendment"). Upon request by City, Consultant shall provide a detailed project proposal, with pricing no greater than the fees and rates provided for in Exhibit A to this Agreement. Consultant shall not commence work for any given project until both: a) execution by Parties of a written Specific Services Amendment to this Agreement specifying, for the given project, the services to be provided, compensation for those services, and a performance schedule for those services; and, b) receipt from City of a written notice to proceed issued pursuant to said executed Specific Services Amendment.

Consultant's Proposal and City's SOO. Consultant's proposal for this Agreement referenced in the above recitals ("Consultant's Proposal") shall be incorporated herein by this reference as though fully set forth herein. City's Statement of Qualifications referenced in the above recitals ("City's SOO" shall be incorporated herein by this reference as though fully set forth herein. The Scope of On-Call Services specified in Exhibit A shall include the scope of services or work included both in Consultant's Proposal as well as in City's SOQ. In the event of any inconsistency or any conflict between the terms of Consultant's Proposal (for scope of services or work, or schedule of performance), and the terms of City's SOQ (for scope of services or work, or schedule of performance), the Consultant's Proposal shall govern, unless this Agreement provides otherwise. In the event of any inconsistency or any conflict between the terms of Consultant's Proposal, and this Agreement or any amendment hereto, the terms of this Agreement or any amendment hereto, respectively, shall govern. No other terms and conditions from Consultant's Proposal, other than description of scope of services or work, as well as description of schedule of performance, shall apply to this Agreement, unless specifically agreed to by City in

1.3 Compliance with Law. All services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules and regulations of City and any federal, State or local governmental agency having jurisdiction in effect at the time services are rendered.

City, and its elected and appointed officers, employees, agents, designated volunteers, attorneys, successors and assigns shall not be liable at law or in equity for failure of Consultant to comply with this Section.

1.4 Licenses, Permits, Fees and Assessments. Consultant shall obtain and maintain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. 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 Consultant's performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City against any such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City hereunder.

Additional Services and Compensation. Consultant hereby acknowledges that it accepts the risk that the services to be provided on an on-call basis pursuant to the Scope of On- Call Services, in consideration for the fees and rates provided for in the Schedule of Compensation referenced in Section 2.1 below, may be more costly or time consuming than Consultant anticipates and that Consultant shall not be entitled to additional compensation therefor. City may in its sole and absolute discretion have similar work done by other consultants. -2-

1.6 Familiarity with Work. By executing this Agreement, Consultant represents and warrants Consultant: a) has thoroughly investigated and considered services to be performed, b) has carefully considered how services should be performed, and c) fully understands the facilities, difficulties and restrictions attending performance of services under this Agreement.

1.7 Software and Computer Services. If the Scope of On-Call Services includes the provision and/or installation of any software, computer system, or other computer technology, Consultant represents and warrants that it is familiar with and/or has inspected City's current infrastructure, equipment, computer system and software and that the software, computer system, or other computer technology provided and/or installed by Consultant under this Agreement is compatible, and shall be fully functional, with such infrastructure, equipment, computer system and software of City. Consultant acknowledges that City is relying on this representation by Consultant as a material consideration in entering into this Agreement.

1.8 Prevailing Wages. If services include any "public work" or "maintenance work," as those terms are defined in California Labor Code section 1720 et seq. and California Code of Regulations, Title 8, section 16000 et seq., and if the total compensation is $1,000 or more, Consultant shall pay prevailing wages for such work and comply with the requirements in expressly apply to acts or omissions arising out of, or incidental to, the payment of prevailing wages by any person or entity (including Consultant, its subcontractors, and each of their officers, employees and agents) in connection with any services, including without limitation the payment of all consequential damages, attorneys' fees, and other related costs and expenses. All duties of Consultant pursuant to this section shall survive termination of the Agreement.

1.9 Special Requirements. Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in Exhibit A and incorporated herein by this reference.

In the event of a conflict between the provisions of Exhibit A and any other provisions of this Agreement, the provisions of Exhibit A shall govern.

ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT

2.1 Compensation for Services. Compensation for each project performed hereunder shall be determined by a Specific Services Amendment specifying a not-to-exceed contract sum for the specific project. Fees and rates to be charged by Consultant for services provided for in all Specific Services Amendments are specified in the "Schedule of Compensation," attached hereto as Exhibit A and incorporated herein by this reference, and such fees and rates are not subject to increase during the initial term of the Agreement. After the initial term of the Agreement, fees and rates may only be increased both pursuant to Section 9.4 as well as subsequent to negotiation between the Parties on a reasonable increase. The maximum of such increase shall be no greater than the CPI increase (Orange County area for the applicable period of time. City has no obligation or duty to provide any such increase. Compensation may include reimbursement, for actual and necessary expenditures, if both specified in either the Schedule of Compensation or the applicable Specific Services Amendment, as well as approved by City in advance. The not-to- exceed contract sum specified in any Specific Services Amendment shall include the attendance of Consultant at all project meetings reasonably deemed necessary by City. Consultant agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will -3-
materially increase or decrease the cost of the work or services, Consultant shall promptly notify the City Representative of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto.

2.2 Invoices. Unless some other method of payment is specified in Exhibit A, Schedule of Compensation, in any month in which Consultant wishes to receive payment, no later than the first business day of such month, Consultant shall submit to City, in a form approved by City's Finance Director, an invoice for services rendered prior to the date of the invoice. By submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all provisions of this Agreement. Except as provided in Sections 7.3, 7.4 and 7.5, City shall pay Consultant for all expenses stated thereon which are approved by City pursuant to this Agreement generally within thirty (30) days, and City will use its best efforts to make payment no later than forty-five (45) days, from the submission of an invoice in an approved form. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission. Review and payment by City for any invoice provided by Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable law. Each invoice is to include (unless otherwise specified by City): 1) line items for all personnel describing the work performed, the number of hours worked, and the hourly rate; 2) line items for all materials and equipment properly charged to the services; 3) line items for all other approved reimbursable expenses claimed, with supporting documentation; and 4) line items for all approved subcontractor labor, supplies, equipment, materials, and travel properly charged to the services.

ARTICLE 3. PERFORMANCE SCHEDULE

3.1 Time of Essence. Time is of the essence in the performance of this Agreement.

3.2 Term. Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until June 30, 2025. The term of this Agreement may be extended administratively (with total cumulative extension no greater than two years), by the City pursuant to Section 9.4 and without the need for further approval by the City Council, if the Consultant's performance is satisfactory and it is in the best interest of the City.

Consultant, however, may elect not to extend the term of this Agreement beyond June 30, 2025, by giving City written notice of its intent not to extend; such notice must be given no less than sixty (60) days prior to the expiration of the initial term. If such notice is timely given, the Agreement shall terminate on June 30, 2025, unless the parties negotiate its extension under modified terms and conditions agreed to in writing by the parties.

3.3 Schedule of Performance. Consultant shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in both the "Schedule of Performance" attached hereto as Exhibit A and incorporated herein by this reference, as well as the Specific Services Amendment.

3.4 Force Majeure. The time period(s) specified in the Schedule of Performance and the Specific Services Amendment 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 Consultant, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine -4-
restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including City, (with the express exception of delays arising from the impact of COVID- 19 and its variants to the extent such impact is foreseeable or should have reasonably been foreseeable), if Consultant shall within ten (10) days of the commencement of such delay notify City in writing of the causes of the delay. City 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 City such delay is justified. City's determination shall be final and conclusive upon the Parties to this Agreement. In no event shall Consultant be entitled to recover damages against City for any delay in the performance of this Agreement, however caused, Consultant's sole remedy being extension of this Agreement pursuant to this Section.

ARTICLE 4. COORDINATION OF WORK

4.1 Consultant Representative. The Consultant Representative is George Buell, Senior Vice President, (949)489-1442, [email protected], who is authorized to act on Consultant's behalf with respect to the work or services specified herein and to make all decisions in connection therewith. It is expressly understood that the experience, knowledge, capability and reputation of the representative was a substantial inducement for City to enter into this Agreement.

Therefore, the representative shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. For purposes of this Agreement, the representative may not be replaced nor may their responsibilities be substantially reduced by Consultant without the express written approval of City.

4.2 City Representative. The City Representative is such person as designated by the City Manager or her designee. The City Representative shall be the primary person on behalf of City responsible for the administration of the Agreement. It shall be Consultant's responsibility to assure that the City Representative is kept informed of both the progress of the performance of the services as well as any decisions which must be made by City.

4.3 Approvals from City. City approvals or actions, pursuant to the authority of this Agreement, may be made (unless otherwise specified) either by the City Manager, the Community Development Director, or by the City Representative (or by their respective delegates as provided for in writing).

4.4 Independent Contractor. Neither City, nor any of its officers, employees or agents, shall have any control over the manner or means by which Consultant, or its officers, employees, agents or subcontractors, perform the services required herein, except as otherwise set forth herein. Consultant shall perform all services required herein as an independent contractor of City and shall remain under only such obligations as are consistent with that role. Consultant shall not at any time or in any manner represent that it, or any of its officers, employees, agents or subcontractors, are officers, employees or agents of City. City shall not in any way or for any purpose become or be deemed to be a partner of Consultant in its business or otherwise or a joint venturer or a member of any joint enterprise with Consultant. Consultant shall not incur or have the power to incur any debt, obligation or liability whatever against City, or bind City in any manner. Consultant represents and warrants that the personnel used to provide services to City pursuant to this Agreement shall at all times be under Consultant's exclusive control and direction.

No City employee benefits shall be available to Consultant, its officers, employees, agents or subcontractors, in connection with the performance of this Agreement. City shall not be liable for compensation or indemnification to Consultant, its officers, employees, agents or subcontractors, for injury or sickness arising out of performing services hereunder. In the event that Consultant or any officer, employee, agent, or subcontractor of Consultant providing services under this Agreement claims or is determined by a federal or state agency, a court of competent jurisdiction, or the California Public Employees' Retirement System, to be classified as other than an independent contractor for City, and in the event such claim is not withdrawn within 10 days of said notification and such claim has not been dismissed by PERS within 30 days, Consultant shall indemnify, defend, and hold harmless City for the payment of any and all assessed fines, penalties, judgments, employee and/or employer contributions, and any other damages and costs assessed to City as a consequence of, or in any way attributable to, the assertion that Consultant, or any officer, employee, agent, or subcontractor Consultant used to provide services under this Agreement, is/are employees of City.

4.5 Subcontracting or Assignment. The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for City to enter into this Agreement. Therefore, without express written approval of City, Consultant shall not contract with any other entity to perform in whole or in part services required hereunder without express written approval of City, and neither this Agreement nor any interest herein may be transferred or assigned. No approved transfer shall release Consultant, or any surety or insured of Consultant, of any liability hereunder without express written consent of City.

ARTICLE 5. INSURANCE AND INDEMNIFICATION

5.1 Insurance Coverages. Prior to commencement of any services under this Agreement, and without limiting Consultant's indemnification obligation to City, Consultant shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, for the duration of the Agreement, primary policies of insurance of the type and amounts below, issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by City, which shall cover all elected and appointed officers, employees, agents, designated volunteers, attorneys, successors and assigns of City. City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to Consultant, City and Consultant may renegotiate Consultant's compensation. (a) Commercial General Liability Insurance. A policy of commercial general liability insurance, with coverage at least as broad as Insurance Services Office ("ISO") form CG 00 01, written on a per occurrence basis for bodily injury, personal injury and property damage. Defense costs must be paid in addition to limits. Coverage for an additional insured shall not be limited to its vicarious liability. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO "insured contract" language will not be accepted. Limits shall be no less than $1,000,000 per occurrence for all covered losses and no less than $2,000,000 general aggregate.

Worker's Compensation Insurance. A policy of worker's compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for Consultant against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by Consultant in the course of carrying out the work or services contemplated in this Agreement.

Automobile Liability. A policy of comprehensive automobile liability insurance, at least as broad as ISO form CA 00 01, written on a per occurrence basis covering bodily injury and property damage in an amount not less than $1,000,000 combined single limit for each accident. Said policy shall include coverage for owned, non-owned, leased, hired cars and any automobile.
(d) Professional Liability. Professional liability insurance appropriate to Consultant's profession. This coverage may be written on a "claims made" basis and must include coverage for contractual liability. Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement. The professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon, arising out of, or related to services performed under this Agreement. The insurance must be maintained for at least five (5) consecutive years following the completion of Consultant's services or the termination of this Agreement. During this additional 5-year period, Consultant shall annually and upon request of City submit written evidence of this continuous coverage. Limits shall be no less than $1,000,000 per claim and no less than $1,000,000 general aggregate. (e) Cyber Liability. Cyber liability insurance appropriate to Consultant's profession and the services hereunder, written on a per occurrence basis, with limits not less than $1,000,000 per occurrence/loss, and $2,000,000 in the aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations undertaken by Consultant pursuant to this Agreement and shall include, but not be limited to, claims involving: infringement of intellectual property; copyright; trademark; invasion of privacy violations; data breach; electronic information theft, loss, damage, destruction, alteration or misuse; release of private information; extortion; and, network security. The policy shall provide coverage for breach response costs, regulatory fines and penalties, and credit monitoring expenses, with limits sufficient to respond to these obligations.

Excess Liability and Umbrella Liability Insurance. Excess liability insurance and/or umbrella liability insurance may be used to satisfy the obligations herein. If excess liability insurance is used then the policy shall meet all the requirements herein and be at least as broad as the primary coverages set forth herein. Such policy shall: 1) include a drop down feature requiring the policy to respond if primary insurance that would otherwise have applied proves to be uncollectible in whole or in part for any reason; 2) be payable on behalf of wording as opposed to reimbursement; 3) have concurrency of effective dates with primary policies; 4) "follow form" to the underlying primary policies; and, 5) provide insureds, under primary policies required herein, shall be insureds under the excess liability policy. (g) Subcontractors. In the event Consultant subcontracts any portion of the work in compliance with Section 4.5 of this Agreement, Consultant shall either: 1) include each subcontractor as insureds under its policies of insurance required herein; or, 2) Consultant shall, upon request of City, furnish to City all documentation, required in Article 5 for Consultant, for -7-
each subcontractor. All coverages for subcontractors shall include all of the requirements herein.

5.2 General Insurance Requirements.
(a) Proof of Insurance, Enforcement and Notice. No work or services under this Agreement shall commence until both Consultant has provided City with insurance certificates, endorsement forms and appropriate insurance binders evidencing the above insurance coverages, as well as said documentation is approved by City. City reserves the right to inspect complete, certified copies of, and endorsements to, all required insurance policies, at any time.

Any failure to comply with the reporting or other provisions of the policies including breaches or warranties shall not affect coverage provided to City. In the event any insurance policy required under this Agreement is cancelled or amended (and the insurance policy is not replaced pursuant to subsection (b) below), or does not comply with Article 5, then: 1) City has the right but not the duty to obtain insurance required herein and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments; or, 2) City, notwithstanding any other provisions of this Agreement, may immediately terminate this Agreement. Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant's performance under this Agreement, and that involve or may involve coverage under any of the required insurance policies. (b) Cancellation/Amendment. All of herein required policies of insurance shall provide the insurance may not be amended or cancelled by insurer or any Party hereto without providing thirty (30) calendar days prior written notice (with exception of ten (10) calendar days prior written notice for nonpayment of premium) to City. In the event any of said policies of insurance are amended or cancelled, Consultant shall, five (5) business days prior to the cancellation date, submit new evidence of insurance, or reinstatement of policy, in conformance with this Agreement to City.

Additional Insureds. The commercial general liability policy provided for in Section 5.1(a) and the automobile liability policy provided for in Section 5.1(c) both shall name City and its elected and appointed officers, employees, agents and designated volunteers ("City Parties") as additional insureds and such coverage shall contain no special limitations on the scope of protection afforded to City and City Parties. A severability of interests provision must apply for all additional insureds ensuring that Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability, and policies of insurance shall not contain any cross-liability exclusions. (d) Primary, Subrogation, Contribution and Coverage. All of the above policies of insurance shall be primary insurance. The insurers (with exception of professional liability insurer) for above policies, Consultant and any subcontractors are all deemed hereof to waive all rights of subrogation and contribution they may have against City or City Parties, and their respective insurers, and all insurance policies required herein shall be endorsed to waive such rights. Any insurance maintained by City or City Parties will apply in excess of, and not contribute with, Consultant's insurance. If Consultant maintains broader coverage and/or higher limits than the minimum amounts provided herein, City requires and shall be entitled to the broader coverage and/or higher limits maintained by Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City and City Parties. -8-
None of the coverages required herein will be in compliance with this Agreement if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. Requirements of specific coverage features or limits contained herein are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any Party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. (e) Limitations, Self- Insured Retention and Deductibles. Consultant agrees that requirements of Article 5 shall not be construed as limiting in any way the extent to which Consultant may be held responsible for the payment of damages to any persons or property resulting from Consultant's activities or the activities of any person or persons for which Consultant is otherwise responsible nor shall it limit Consultant's indemnification liabilities as provided in Section 5.3. All insurance policies must specify that where the primary insured does not satisfy any self-insured retention, any additional insured may satisfy the self-insured retention (without impairment of obligation of primary insured under this Agreement to satisfy any self- insured retention). Any deductibles or self-insured retentions must be declared to and approved by City. At City's option, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City and City Parties, or Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration, attorney's fees, defense expenses and claims.

5.3 Indemnification.
(a) General Obligations. Consultant agrees, to the full extent permitted by law, to immediately indemnify, defend and hold harmless City and its elected and appointed officers, employees, agents, designated volunteers, attorneys, successors and assigns (each an "Indemnitee" and collectively, "Indemnitees") against, and will hold and save them and each of them harmless from, whether actual or threatened, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages or injuries to persons or property, demands, expenses, losses, costs, penalties, obligations, errors, omissions or liabilities of any kind that may be asserted or claimed by any person, firm or entity arising out of, pertaining to, incident to or in connection with any alleged acts, errors or omissions of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Consultant is legally liable (each an "Indemnitor" and collectively, "Indemnitors") in connection with the performance of Consultant's Services, or arising from Indemnitors' reckless or willful misconduct, or arising from Indemnitors' negligent performance of or failure to perform the work, operations or activities provided herein, or any term, provision, covenant or condition of this Agreement, with such negligence or failure to perform to be determined by the City (herein "Claims or Liabilities"), and in connection therewith: 1) Consultant will defend any action or actions filed or threatened in connection with any such Claims or Liabilities, or at option of Indemnitees will reimburse and pay for all costs and expenses, including legal costs and attorneys' fees, incurred by Indemnitees in connection therewith; and, 2) Consultant will promptly pay and satisfy any judgment, award or decree rendered against Indemnitees, and reimburse Indemnitees for the cost of any settlement paid by Indemnitees, for any such Claims or Liabilities, and will save and hold Indemnitees harmless therefrom.
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Further Provisions. The indemnity obligation herein shall be binding on successors, assigns and heirs of Consultant and shall survive termination of this Agreement.

Consultant shall incorporate similar indemnity agreements as provided herein with its subcontractors, and if Consultant fails to do so Consultant shall be fully responsible to indemnify City hereunder therefor. Failure of City and/or City Parties (collectively "City" for solely this Section 5.3(b)) to monitor compliance with any of the indemnification provisions herein shall not be a waiver hereof. The indemnification provisions herein do not apply to claims or liabilities occurring as a result of City's sole negligence or willful misconduct, but, to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from City's negligence, except that design professionals' indemnity hereunder shall be limited to claims and liabilities arising out of the negligence, recklessness or willful misconduct of the design professional. The indemnification provided herein includes Claims or Liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduct of Indemnitors in the performance of professional services hereunder. Payment of invoices by City is not a condition precedent to enforcement of the indemnity obligation herein. In the event of any dispute between Consultant and City, as to whether liability arises from the sole negligence or willful misconduct of City, Consultant will be obligated to pay for City's defense until such time as a final judgment has been entered adjudicating City as solely negligent or responsible for willful misconduct.

Consultant will not be entitled in the absence of such a determination to any reimbursement of defense costs including but not limited to attorney's fees, expert fees and costs of litigation. City may offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant's failure to promptly pay to City any reimbursement or indemnification arising under Section 5.3 of this Agreement. Such offset, if any, does not satisfy any amount, greater than the offset, due to City from Consultant. (c) Professional Liability. When the law establishes a professional standard of care for Consultant's services, to the fullest extent permitted by law (within the limitations, as applicable, of Civil Code section 2782.8), Consultant shall indemnify, defend and hold harmless Indemnitees against, and will hold and save them and each of them harmless from, whether actual or threatened, any and all Claims and Liabilities, consistent with all obligations provided for in this Section 5.3, to the extent same are caused in whole or in part by any negligent or wrongful act, error or omission, or reckless or willful misconduct of Indemnitors in the performance of professional services under this Agreement.

ARTICLE 6. RECORDS, REPORTS AND RELEASE OF INFORMATION

6.1 Records. Consultant shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the disbursements charged to City and services performed hereunder ("books and records") as shall be necessary to perform the services required by this Agreement and enable City to evaluate the performance of such services. Any and all such books and records shall be maintained in accordance with generally accepted accounting principles (and, as applicable, maintained also in accordance with requirements of Labor Code section 1776), shall be complete and detailed, and shall be readily accessible. City shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts. Such books and records shall be maintained either for a period of no less than three (3) years following completion of the services hereunder, or for such period -10-
of time as required by applicable law, whichever period of time is longer. City shall have access to such books and records in the event any audit is required. Consultant shall fully cooperate with City in providing access to any and all Consultant records and documents if a public records request is made and disclosure is required by law including but not limited to the California Public Records Act.

Reports. Consultant shall periodically submit written reports to City Representative concerning performance of services, upon request, and/or as necessary for City to be informed of both performance of services as well as any decisions which must be made by City.

6.3 Ownership of Documents. All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and other materials ("documents and materials") prepared (regardless of whether complete or incomplete) by Consultant, its officers, employees, agents and subcontractors in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of City and/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, use, reuse, or assignment of the documents and materials hereunder. Consultant may retain copies of such documents and materials under express condition that Consultant agrees such documents and materials are the sole property of City. All subcontractors shall provide for assignment to City of any documents and materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom. Moreover, with respect to any Consultant documents and materials that may qualify as "works made for hire" as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed "works made for hire" for City.

6.4 Confidentiality and Release of Information. All information gained or work product produced by Consultant in its performance of this Agreement shall be considered confidential, unless such information is in the public domain. Consultant shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from City. No news releases, including photographs, public announcements, without prior written authorization from City or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement.

Response to a subpoena or court order shall not be considered "voluntary" provided Consultant immediately gives City notice of such court order or subpoena. If Consultant, or any officer, employee, agent or subcontractor of Consultant, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorney's fees, caused by or incurred as a result of Consultant's conduct. As concerning, regarding or related to, in any way, this Agreement and the work performed thereunder: a) Consultant shall immediately notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party; b) City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or -11-
similar proceeding; and, c) Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant, however, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response.

ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION

7.1 California Law. This Agreement shall be interpreted, construed and governed both as to validity and to performance of the Parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Orange, State of California, or any other appropriate court in such county, and Consultant agrees to submit to the personal jurisdiction of such court in the event of such action. In the event of litigation in a U.S.

District Court, venue shall lie exclusively in the Central District of California, Southern Division, in the County of Orange, State of California.

7.2 Suspension, or Termination, Prior to Expiration of Term. This Section shall govern any termination of this Agreement except as specifically provided in Section 7.4 for termination for cause. City reserves the right to terminate or suspend this Agreement, or any portion hereof, at any time, for any reason, with or without cause, upon ten (10) days' notice to Consultant, except that where termination or suspension is due to the fault of Consultant, the period of notice may be such shorter time as determined by City. Upon receipt of any notice of termination or suspension, Consultant shall immediately cease all services hereunder, unless the notice provides otherwise, or except such as specifically approved by City. Upon submittal of an invoice consistent with Section 2.2, Consultant shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination or suspension and for any services authorized by City thereafter in accordance with the Schedule of Compensation and/or a relevant Specific Services Amendment, or such as may be approved by City, except as provided in Section 7.5. In event of termination, or suspension, without cause pursuant to this Section, there is no need to provide opportunity to cure pursuant to Section 7.3.

7.3 Default of Consultant and Opportunity to Cure. In the event that Consultant is in default under the terms of this Agreement (including without limitation the terms of any Specific Services Amendment), City shall not have any obligation or duty to continue compensating Consultant for any work performed after the date of default. Instead, City may give notice to Consultant of the default and the reasons for the default. The notice shall include the timeframe in which Consultant may cure the default. This timeframe is presumptively ten (10) days, but may be extended, or reduced, if circumstances warrant, as determined by City. During the period of time that Consultant is in default, City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices, without liability for interest. In the alternative, City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Consultant does not cure the default by conclusion of noticed timeframe, City may immediately both terminate this Agreement and/or Specific Services Amendments) with notice to Consultant, as well as pursue the remedy in Section 7.4, without prejudice to any other remedy to which City may be entitled at law, in equity or under this Agreement. Any failure on the part of City to give notice of Consultant's default shall not be deemed to result in a waiver of City's legal rights or any rights arising out of any provision of this Agreement. -12-

7.4 Termination for Default of Consultant. If termination is due to the failure of Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.3, take over the work and prosecute the same to completion by contract or otherwise, and Consultant shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to Consultant for the purpose of set-off or partial payment of the amounts owed City therefor.

Retention of Funds. Consultant hereby authorizes City to deduct from any amount payable to Consultant (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and (i) all amounts for which City may be liable to third parties, by reason of Consultant's acts or omissions in performing or failing to perform Consultant's obligation under this Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of Consultant to insure, indemnify, and protect City as elsewhere provided herein.

7.6 Waiver. Waiver by any Party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any Party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision or a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by a non-defaulting Party on any default shall impair such right or remedy or be construed as a waiver. Any waiver by either Party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform Consultant of non-compliance with any requirement of this Agreement imposes no additional obligations on City nor does it waive any rights hereunder. Payment to Consultant for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Consultant.

7.7 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the Parties are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party.

7.8 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.

Notwithstanding any contrary provision herein, Consultant shall file a statutory claim pursuant to -13-
Government Code sections 905 et seg. and 910 et seq., in order to pursue a legal action under this Agreement.

7.9 Attorneys' Fees. If either Party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorneys' fees. Attorneys' fees shall include attorneys' fees on any appeal, and a Party entitled to attorneys' fees shall be entitled to all other reasonable costs for investigating such action, consultants' fees, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. Such fees and costs shall be enforceable whether or not such action is prosecuted to judgment.

ARTICLE 8. INDIVIDUAL LIABILITY, CONFLICTS AND NON-DISCRIMINATION

8.1Non-liability of City Officers and Employees. No officer or employee of City shall be personally liable to Consultant, or any successor in interest, in the event of any default or breach by City or for any amount which may become due to Consultant or to its successor, or for breach of any obligation of the terms of this Agreement.

Conflict of Interest. Consultant covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Consultant's performance of services under this Agreement. Consultant further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of City. Consultant agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement. City, in its sole discretion, shall determine the existence of a conflict of interest and may terminate this Agreement in the event such a conflict of interest exists upon sending Consultant written notice describing the conflict.

State statute or regulation. Consultant warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement.

8.3 Covenant Against Discrimination. Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class in the performance of this Agreement. Consultant shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class.

ARTICLE 9. MISCELLANEOUS PROVISIONS
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9.1 Notices. Any notice or other communication either Party desires or is required to give to the other Party or any other person in regards to this Agreement must be in writing and may be given either by (i) personal service, (ii) delivery by a reputable document delivery service, such as but not limited to, Federal Express, which provides a receipt showing date and time of delivery, or (iii) mailing in the United States Mail, certified mail, postage prepaid, return receipt requested, in the case of City addressed to Community Development Director at City of Laguna Niguel, 30111 Crown Valley Parkway, Laguna Niguel, CA 92677, and in the case of Consultant, to the person(s) at the address designated on the execution page of this Agreement. Either Party may change its address by notifying the other Party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section.

9.2 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either Party by reason of the authorship of this Agreement, headings used, or any other rule of construction which might otherwise apply.

9.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and such counterparts shall constitute one and the same instrument.

9.4 Integration; Amendment. This Agreement including the attachments hereto is the entire, complete and exclusive expression of the understanding of the Parties as to the Agreement.

It is understood that there are no oral agreements between the Parties hereto affecting this Agreement, and this Agreement supersedes and cancels any and all prior and contemporaneous negotiations, arrangements, agreements and understandings, if any, between the Parties, concerning this Agreement, and none shall be used to interpret this Agreement. No amendment to or modification of this Agreement shall be valid unless made in writing, approved by City and Consultant, and consistent with the Laguna Niguel Municipal Code.

9.5 Severability. Should a portion of this Agreement be declared invalid or unenforceable by a judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining portions of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the Parties 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.

9.6 No Undue Influence. Consultant declares and warrants that no undue influence or pressure was used against or in concert with any officer or employee of City in connection with the award, terms or implementation of this Agreement, including any method of coercion, confidential financial arrangement, or financial inducement. No officer or employee of City has or will receive compensation, directly or indirectly, from Consultant, or from any officer, employee or agent of Consultant, in connection with the award of this Agreement or any work to be conducted as a result of this Agreement. Violation of this Section shall be a material breach of this Agreement entitling City to remedies in Section 7.4 and any and all remedies at law or equity.

9.7 Corporate Authority. The persons executing this Agreement on behalf of the Parties hereto warrant that (i) such Party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said Party, (iii) by so executing this -15-
Agreement, such Party is formally bound to the provisions of this Agreement, and (iv) entering into this Agreement does not violate any provision of any other agreement to which said Party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the Parties.
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date and year first-above written.

CITY:

CITY OF LAGUNA NIGUEL, a California
municipal corporation
Tamara S. Letourneau, City Manager
ATTEST:

Marissa J. Asistin, City Clerk

APPROVED AS TO FORM BY THE

CITY ATTORNEY FOR THE CITY
OF LAGUNA NIGUEL, CALIFORNIA:

Scott C. Smith, City Attorney
CONSULTANT:

Civic Solutions, Inc., a California corporation.

By:

Name:

Title:

By:

Name:

Title:

Address:

Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: 1) Chairperson of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. (Cal. Corp. Code § 313)

APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS,

ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY.
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EXHIBIT A

SCOPE OF ON-CALL SERVICES

SCHEDULE OF COMPENSATION

SCHEDULE OF PERFORMANCE
I. All work product is subject to review and acceptance by City, and must be revised by Consultant without additional charge to City until found satisfactory and accepted by City.

II. Consultant is available to perform services, described in Consultant's Proposal and City's SOQ (refer to Section 1.2 for conflicts), on an on-call basis.

III. City will compensate Consultant for the on-call services performed upon submission of a valid invoice, as described in Section 2.2.

Consultant will be compensated for services provided under this Agreement in accordance with description in Consultant's Proposal. Fees and rates shall be no greater than the fees and rates specified in Consultant's Proposal as accepted by City.

V. Consultant shall perform all on-call services and deliver all work products timely in accordance with the schedule described in Consultant's Proposal and City's SOQ (refer to Section 1.2 for conflicts), and as applicable in accordance with the schedule.

A(1)
2:6
Proposal to Provide
On-Call Supplemental Planning Staff
Consulting Services
Submitted to:

City of Laguna Niguel
Submittal due date:

September 29, 2023
CIVIC

SOLUTIONS
27362 Calle Arroyo • San Juan Capistrano, CA 92675
Management Contact: George Buell, Sr. Vice President
949.489.1442 • fax 949.240.8068
www.civicsolutions.com
CIVIC

SOLUTIONS
Cover Letter
September 29, 2023
Ms. Hannah Tamaddon
Management Analyst
City of Laguna Niguel
Community Development Department
30111 Crown Valley Parkway
Laguna Niguel, CA 92677
Subject: Proposal to Provide On-Call Supplemental Planning Staff Consulting Services
Dear Ms. Tamaddon:

Civic Solutions, Inc. is pleased to submit this proposal to provide On-Call Supplemental Planning Staff Services for the performance of a variety of professional level duties in support of the City of Laguna Niguel's planning functions and the processing of planning applications in accordance with the City's plans, policies, and regulations.

Civic Solutions has successfully provided professional planning services to specialize in providing a full range of planning services, including zoning counter assistance, current and advance planning, ministerial and discretionary case management, policy and special project management, and environmental review.

We are accustomed to tailoring our services to municipalities' needs in terms of hours, schedules, duration, and work location. Our professional staff members are experts in their fields and perform efficiently and effectively for the cities they serve.

Thomas G. Merrell is the President and founder of Civic Solutions, and is authorized to contractually bind the firm on the services outlined in this proposal.

This proposal is valid for a period of 120 calendar days. George Buell, Senior Vice President, will serve as the Management Contact and will handle contractual matters, and Kirt Coury will serve as the operational Project Manager. Mr. Merrell and Mr. Buell may be reached at our main office and at [email protected] and [email protected].
27362 Calle Arroyo
San Juan Capistrano, CA
949/489-1442
949/489-2408 FAX
www.civicsolutions.com
CIVIC

SOLUTIONS
Civic Solutions appreciates the opportunity to propose On-Call Supplemental Planning Staff Services for the City of Laguna Niguel. We are confident that you will find that our firm's capabilities, technical expertise, and key personnel - along with our management's commitment - match the City's selection criteria.

Respectfully,
CIVIC SOLUTIONS, INC.

Thomas X. Messed
Thomas G. Merrell
President enior Vice President
City of Laguna Niguel - Proposal to Provide On-Call Supplemental Planning Staff Consulting Services September 29, 2023 • ii
CIVIC

SOLUTIONS
Contents
Cover Letter..... .. i
Description of Firm.. ...1
Project Management Team... ...З
Detailed Work Plan 6
Experience Relative to City Needs.. ...7
Rate Schedule. ....10
Other Relevant Information and Exceptions.... ..11
Appendix. ...12
Civic Solutions is committed to
delivering outstanding contract current
and advance planning services
to the City of Laguna Niguel.

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Description of Firm
Civic Solutions, Inc. was established in 1991 and has maintained its focused commitment to serve public agencies for over 30 years. We are a community development consulting firm that provides comprehensive planning, entitlement, and management services to municipalities, special districts, and other public agencies. The firm is established around the principle that community planning and development review ultimately serve the public interest.

The idea for Civic Solutions emanated from its founder Tom Merrell's passion for public service. After serving in various capacities in public Planning and Community Development departments as an employee, he started Civic Solutions by providing services for cities in Southern California and has grown the firm to provide urban planning and community development services statewide.

We are a local business with company headquarters in San Juan Capistrano and a satellite office in the City of Ontario. The company is a California corporation, and Tom Merrell serves as President and Chairman of the Board. Guided by the company philosophy that planning is for people, Civic Solutions is ideally equipped to successfully complete community development projects to the satisfaction of our clients and the communities we serve.

We provide "added value" service in all planning functions. We have 25 employees, and they are experienced professionals who have extensive backgrounds in public sector service. Our services include all functions of a municipal planning department, including discretionary case processing, public information services, code compliance/plan checking, site visits, mitigation monitoring, code enforcement, zoning code amendments, architectural design guidelines, specific plans, policy planning, general plan updates, and management services. We provide support services in the form of graphics, design evaluation, analysis of alternatives, report writing, environmental impact documentation, annexations, grant writing, housing elements, citizen participation programs, and other community development activities.

Civic Solutions has provided current and long-range planning project consulting services to numerous cities over our company history. Listed below are comparable contracts during the last five years. Key to operating a successful planning consulting firm is matching workload demand with staff resources.

Given our current understanding of existing client needs - some of which will likely be decreasing in demand as clients recruit additional staff - it is anticipated that our firm will be able to meet the City of Laguna Niguel's needs. In addition, we are continuously recruiting to meet corporate business growth goals.

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President
Senior
Vice President
Administration
Team
Vice President Vice President
Housing
Community Planning Civic Planning
Administration
Services Services
Community Planning Civic Planning
Services Manager Services Manager
Principal Planners, Senior Planners,
Associate Planners, Planning Analysts,
Assistant Planners, Planning Technicians, and Interns
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Project Management Team
Civic Solutions is a company of seasoned professionals who focus on providing contract planning services to public agencies. We will provide all the Supplemental Planning Staff Services outlined in the RFQ, including current and advance planning services and strategic advisement.

Our planners have a broad range of municipal planning experience and are able to quickly get up to speed on the City of Laguna Niguel's regulations, policies, procedures, and technology. Our staff provides the full range of planning services, from the most basic plan checks to the creation and management of comprehensive general and master plans. We have the ability to manage multiple project deadlines; determine application completeness; review projects for conformance with policies and regulations; prepare written reports, conditions, resolutions, and notices; perform CEQA reviews; and make presentations at public hearings. We keep clients informed of all our work efforts and regularly monitor project schedules and budgets. We are known for our attention to detail and our ability to seamlessly fit into the organizations we serve. We have identified staff at all levels to ensure that the appropriate level of planner is assigned to match the complexity of a project or assignment.

We have provided some of our most qualified staff members who have extensive experience managing involved planning projects.

Civic Solutions is pleased to present key members of our staff who are available to assist the City of Laguna Niguel with its Supplemental Planning Staff Services needs. Our staff are seasoned professionals with extensive experience serving public agencies.

The brief descriptions below provide summaries of each member's experience. Complete resumes can be found in the Appendix.

George R. Buell
Management Contact/Principal-in-Charge
George Buell will serve as the Management Contact for the City. Mr. Buell is a well-respected planning administrator with over 30 years of planning and management experience in California.

Mr. Buell serves as Senior Vice President of Civic Solutions, managing day-to-day operations and working with the executive management team to develop and implement the company's business plan. He also serves as Principal-in-Charge for a number of the company's important projects, providing strategic direction and oversight. Mr. Buell has served in leadership positions with several cities in Southern California, including Santa Barbara, San Clemente, and Oceanside, and he knows how to develop successful work plans that meet the needs of the municipalities we serve. Mr. Buell derives great satisfaction in seeing the communities we serve improve in terms of work product quality and organizational cohesiveness and efficiency.

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Kirt Coury
Project Manager
Kirt Coury brings over 27 years of planning experience in the public sector in both city and environmental planning, and he will serve as Project Manager for the City of Laguna Niguel. He has served in a variety of roles at the cities of Encinitas, San Clemente, Lake Forest, Buena Park, Rancho Cucamonga, and Brea. His experience has included current and advance planning, preparation of environmental documentation, and managing complex development applications.

He has reviewed EIRs and Negative Declarations to ensure completeness and compliance with CEQA. Mr. Coury is known for his straightforward, common sense, and expeditious approach that serves our clients, applicants, and other stakeholders well.

Richard Greenbauer
Principal Planner
With more than 20 years of municipal planning experience, Richard Greenbauer brings strengths in current planning to our team. Mr. Greenbauer has worked on a wide variety of complex and controversial land development applications that required General Plan, Zoning Code, and Specific Plan amendments; Environmental Impact Reports, Mitigated Negative Declarations; stakeholder engagement including Tribal consultations and Resource Agency collaboration, and careful navigation with appointed and elected officials. Mr. Greenbauer has served as an Environmental Coordinator and Historic Resource Officer. He is available on remote work assignments, and his professional passion lies in seeing large, complex projects get built.

Adam Pisarkiewicz, AICP
Senior Planner
With experience in public and private sectors, Adam Pisarkiewicz brings over 7 years of professional planning experience to our team. He is exceptionally versatile in current and advance planning endeavors. In the case of Laguna Niguel, we would bring Mr. Pisarkiewicz in for policy and guideline development, and public engagement. Mr. Pisarkiewicz derives great satisfaction when client cities implement effective codes and guidelines that facilitate thoughtful design and promote housing construction.

Elizabeth Yee
Associate Planner
Elizabeth Yee has 9 years of planning experience in both current and advance planning. She performs ministerial and discretionary permit processing, plan checks, and public countel support, as well as assisting with General Plan and Zoning Code amendments. Ms. Yee is al excellent researcher and writer, works well in a team setting, and provides outstanding customer service. Ms. Yee is known for her enthusiasm and passion for the planning profession, and being part of creating beautiful places that function well.

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Edith Medina Huarita, Ph.D.

Associate Planner
Edith Medina Huarita has a Ph.D. in Urban and Environmental Planning and Policy from UC Irvine, and currently provides urban planning research and analysis services to our public agency clients.

She is responsible for performing complex research and analysis regarding land use, policy development, and legal requirements, as well as analyzing population and housing trends. She develops and implements survey instruments to solicit public input on important issues. Dr.

Medina Huarita prepares General Plan and Zoning amendments to implement new legislation, and also prepares staff reports, resolutions, and conditions of approval, and makes presentations to planning commissions and other public bodies. As her education and experience suggest, Dr.

Medina is passionate about developing data-driven policies that result in marked improvements in the quality of the natural and built environments for all segments of society.

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Detailed Work Plan
Civic Solutions stands ready to assist the City of Laguna Niguel's Community Development Department on a wide variety of current and advance planning initiatives, ranging from the provision of zoning information to development project management, to plan check, and the crafting of plans, guidelines and ordinances. Our approach to this engagement will exhibit flexibility to the City's needs. Upon notification from the City's Project Manager, we will be available to discuss short-term and long-term assignments, and we are amenable to written task orders approved in advance by the City for budgeting and scheduling purposes. Our staff will be available to work on site, remotely, or a combination of the two. In all assigned responsibilities, our staff will conform to the City's standards for turnaround times, schedules, and email/voicemail response times.

Ensuring our services are timely and on budget is important, and these are typically tracked on a monthly basis through our invoicing system. Within 15 days of the end of every month, Civic Solutions will provide an invoice for work performed so that both the City's staff and ours can keep an eye toward the critical metrics of time and cost. In addition, for project-specific assignments, we recommend the use of task orders or project budgets and schedules that inform the City and Civic Solutions' staff of budgetary and schedule expectations. If needed, task order amendments can be mutually approved to address unforeseen circumstances. For general planning services (e.g., providing part-time public counter support), a specific budget alone is typically sufficient to ensure management of professional services.

To ensure our work meets exceptionally high quality standards, work performed on advance planning- type projects is internally reviewed prior to delivery to the City. The same QA/QC procedure can be employed for current planning-related work product. However, given the nuances we see among agencies in terms of format, wording, and punctuation, our clients typically prefer to not pay for this level of review. If there is ever any concern with the quality of our work product, conversation between the City's and Civic Solutions' Project Managers is both needed and welcomed.

To ensure clear lines of communication between our staffs, unless otherwise arranged, all operational direction will be provided by and between the City's and Civic Solutions' Project Managers on a weekly or bi-weekly basis. Periodic written progress reports may also be provided on larger, more complex projects. In the event our staff is working on current planning assignments, guidance may be provided by the City's Project Manager. Budget status will be provided in the form of monthly invoices.

As a contractor to the City, our objective is to provide excellent professional planning services that meet or exceed the City's and its customers' expectations, and part of that is aways recognizing that our business serves as an extension of staff, and represents the City exceptionally well. As with City staff, we are fully committed to serving the City of Laguna Niguel in the public interest.

In the event there is need to assign different or additional Civic Solutions staff members to work in this contract, such change will be preceded by direct communication as soon as possible between the City and Civic Solutions. The City will be provided with additional resumes, and have the opportunity to meet with and approve each candidate prior to commencement of work.

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Experience Relative to City Needs
Civic Solutions has provided On-Call Supplemental Planning Staff Services to numerous cities over our company history. Listed below are comparable contracts during the last 5 years.

Client Time Frame Sub-Area Work Performed Accomplishments/Awards City of Inglewood 2020-2021 Advance Planning Environmental Justice Element Fred Jackson,
Senior Planner
City of Jurupa Valley 2011-2020 Project Full range of Current Planning Upon incorporation, Joe Perez, Management series unders on an ence sensit sported, Community Entitlement
Development Processing Entitlement Processing, staff the first City Council garner Director supervision/management, executive public trust and support in oversight of the department matters of Land Use.
2020- Project Continue to provide Planning,
Present Management Housing, GIS, and Project
Entitlement Management of a full range of
Processing discretionary applications
2011- Advance Planning Provide full range of Advance Planning Facilitated establishment Present services, including General Plan of Foundational Land Use Update, Environmental Justice Policies, 2018 Award of
Element, 6th Cycle Housing Element Merit, American Planning Update and related Zoning Ordinance Association, California amendments, Amendments to Chapter, Comprehensive
multiple Specific Plans, and special General Plan. 2015 Award studies (e.g., Pedley Town Center, of Merit for the first City-Wide Corridors Urban Design, and Environmental Justice Efficiency Planning). Element adopted in
California, American
Planning Association,
California Chapter.

City of Aliso Viejo 2022- Project Served as Interim Community So Kim, Present Management Development Director; provided Community Associate and Senior level staff
Development Augmentation and Entitlement
Director Processing services, respectively
2022- Advance Planning Strategic Land Use consulting in Present support of key Commercial Area
Redevelopment, including Mixed Use
Development
City of Norco 2023- Advance Planning Comprehensive General Plan Update, Alma Robles, Present Project Management
Planning Director
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Client | Time Frame Sub-Area Work Performed Accomplishments/Awards City of Rancho 2018- Advance Planning Comprehensive General Plan Update, 2022 Award of Merit, Cucamonga Present Project Management, including SB 330 American Planning Matt Burris, Association, California
Deputy City Chapter; 2023 National
Manager American Planning
Association, Community-
Wide Award, Sustainable
Communities Division for
Excellence in Sustainability
City of Manhattan 2022- Project Zoning Plan Check service Beach Present Management
Talyn Mirzakhanian,
Community
Development
Director
Kings County 2022-2022 Advance Planning County-Wide Regional Housing Needs Approved with written Association of Assessment Plan compliments by the
Governments California State
Terri King, Department of Housing
Executive and Community
Director Development
City of Westlake 2018-2022 Advance Planning North Business Park Specific Plan - 2021 Award of Merit, Village Project Management, and Sixth Cycle American Planning Michael Forbes, Housing Element Update Association, Los Angeles Community Section (NBPSP)
Development
Director
City of Malibu 2018- Environmental On-call CEQA review services on Richard Mollica, Present Planning projects requiring evaluation up to Planning Director and including the Mitigated Negative
Declaration level
Entitlement Project Management for complex
Processing Land Development applications, all
City of Anaheim 2017- Entitlement
Scott Koehm, Present Processing
Principal Planner including complex Housing Develop-
ments seeking to leverage approval
City of Encinitas 2015- Project
Roy Sapa'u, Present Management
Development Entitlement Discretionary applications for Housing approved by HCD to help Services Director Processing
Use and Density Bonus projects Housing Production targets Civic Solutions invites the City of Laguna Niguel to contact our client references to learn their opinion of our performance on past and present assignments.

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City of Jurupa Valley
8930 Limonite Avenue
Jurupa Valley, CA 92509
Joe Perez, Community Development Director
(951) 332-6464, ext. 207; [email protected]
Project Description: Civic Solutions has provided current, advance, and environmental planning services to the City of Jurupa Valley since 2011, completely operating in and managing various positions within the Planning Department (the contract is ongoing). Our existing contract has been approved from July 2021 through June 2024. The contract amount awarded was in the amount of $3,420,150. Civic Solutions' staff assigned to the City includes Thomas Merrell, George Buell, Adam Pisarkiewicz, and Edith Medina. Services include, but are not limited to, public counter assistance, plan checks, discretionary case processing, environmental review and documentation, project management, and preparation of the City's 6th Cycle Housing Element.

City of Anaheim
200 South Anaheim Boulevard
Anaheim, CA 92805
Scott Koehm, Principal Planner
(714) 765-5395; [email protected]
Project Description: Civic Solutions has been providing planning services to the City of Anaheim since July 2017. Our current contract has been awarded for on-call discretionary application project management services from July 2022 to June 2027 with a contract budget of $800,000.

Our contract has included Elizabeth Yee as an Associate Planner. Services include ministerial project review, preparation of project staff reports, review of environmental documents, and management of a wide variety of discretionary development projects.

City of Rancho Cucamonga
10500 Civic Center Drive
Rancho Cucamonga, CA 91730 Bitch
Jennifer Nakamura, Deputy Planning Director
(909) 774-4324; [email protected]
Project Description: Civic Solutions has provided project management, current, and advance planning services to the City of Rancho Cucamonga since 2018, including management of the City's General Plan and Development Code Updates, and numerous other long range planning efforts (the contract is ongoing). Our existing contract has been approved from June 2022 to June 2023 and the contract is in the amount of $231,000. Civic Solutions' staff to the City includes Adam Pisarkiewicz and Kirt Coury. Services include, but are not limited to, project management of advance planning projects, preparation of text amendments to the City's development code, and discretionary case processing of major mixed projects under the City's new form-based development standards.

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Rate Schedule
Hourly Rate Hourly Rate
Position October 2023- June 2024 July 2024 - June 2025
Principal-in-Charge $200 $210
Project Manager $175 $185
Principal Planner $160 $170
Senior Planner $150 $160
Associate Planner $135 $140
Assistant Planner $125 $130
Planning Technician $115 $120
Planning Intern $50 $55
The above hourly rates apply only to authorized services provided under the scope and contract, and do not apply to contract administration activities such as invoicing and contract performance discussions. Work performed on a time and material basis will be billed monthly, and will be due in accordance with the terms of the contract.

Reimbursable Expenses
• Reproductions of plans
• Large duplication or document publishing projects
• Specialized graphic projects
Messenger and overnight deliveries
Annual rate adjustments subsequent to the stated 2024-2025 Fiscal Year shall be commensurate with the Los Angeles-Long Beach-Santa Ana Consumer Price Index (CPI). Rate increases beyond the CPI will be subject to mutual agreement.

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Other Relevant Information and Exceptions
We respectfully request that the language found in the On-Call Professional Services Agreement be modified as follows and shown in bold and underlined text:

Article 3, Item 3.2, Term
Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until June 30, 2025. The term of this Agreement may be extended administratively (with total cumulative extension no greater than two years), by the Cit usuant to Section 9.4 and without the need for further approval by the Council, if the Consultant's performance is satisfactory and it is in the best interest of the City. Consultant, however, may elect not to extend the term of this Agreement beyond June 30, 2025, by giving City written notice of its intent not to extend; such notice must be given no less than sixty (60) days prior to the expiration of the initial term. If such notice is timely given, the Agreement shall terminate on June 30, 2025, unless the parties negotiate its extension under modified terms and conditions agreed to in writing by the parties.

Article 4, Item 4.4, Independent Contractor
...In the event that Consultant or any officer, employee, agent, or subcontractor of Consultant providing services under this Agreement claims or is determined by a federal or state agency, a court of competent jurisdiction, or the California Public Employees' Retirement System, to be classified as other than an independent contractor for the City, then and in the event any such claim is not withdrawn within 10 days of said notification and such claim has not been dismissed by PERS within 30 days. Consultant shall indemnify, defend and hold harmless City for the payment of any and all assessed fines, penalties, judgments, employee and/or employer contributions, and any other damages and costs assessed to City as a consequence of, or in any way attributable to, the assertion that Consultant, or any officer, employee, agent, or subcontractor Consultant used to provide services under this Agreement, is/are employees of City.

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Appendix
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Highlights GEORGE R. BUELL
Leadership SENIOR VICE PRESIDENT
Strategic Planning
Government Relations Mr. Buell is a well-respected planning administrator with over 25 years of Development Regulations planning and management experience in California and Washington. Mr.

Advance Planning Buell serves as Senior Vice President of Civic Solutions, managing overall Policy Planning
Land Use Planning operations of the company and working with the executive management Entitlements team to develop and implement the company's business plan. He also Regulatory Review and serves as Principal-in-Charge for a number of the company's important Compliance projects, providing strategic direction and oversight. Mr. Buell has served in Team Development leadership positions with several cities in Southern California, including Organizational
¡fectivenes Santa Barbara, San Clemente, and Oceanside, and knows how to develop ommunity Relation successful work plans that meet the needs of the municipalities he serves. • Public Facilitation Highlights of Mr. Buell's experience include:

Education Civic Solutions, Inc., Senior Vice President, 2020-Present Bachelor of Arts, Urban Manages the firm's operations and works directly with major clients. Works Geography, Minor in Health with the management team on all aspects of business operations including Promotion, California State staffing, marketing, and business planning. Serves as Principal-in-Charge on University, Fullerton, CA
a number of the company's major projects, ensuring the development o Affiliations -ealistic work programs and the preparation of quality documents American Planning Association City of Santa Barbara, Community Development Director, 2014-2020 Urban Land Institute Served as the City's Community Development Director with a staff of 77 in International City/County
Management Association four divisions: Administration, Building and Safety, Housing and Human Services, and Planning. Responsible for administration of 13 boards and commissions and management of a General Fund budget of $12 million.

Collaborated daily with executive staff and decision makers including the Mayor, City Council members, and appointed officials. Served as the City's liaison with federal, state, and local agencies, including offices of elected officials, the League of California Cities, California Coastal Commission, State Housing and Community Development (HCD), Resource Agencies, the County of Santa Barbara, and other municipalities. Represented the City before local advocacy and interest groups such as the Chamber of the Association of Rean as, and environmentalina institute of d gritects, City of Oceanside, Development Services Director, 2008-2014 Managed a department of 53 staff in three divisions: Building and Satety Capital and Development Engineering, and Planning. Was responsible fo administration of the Planning Commission, the Historic Preservation Advisory Commission, and the Oversight Board. Managed a General Fund budget of $7.5 million and a Capital Improvements budget of $41 million.

Interacted daily with fellow executive staff, City Council aides, elected and appointed officials, and staff from federal, state, regional and local agencies.

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George R. Buell City of San Clemente, City Planner, 2002-2008 continued Reported to the Community Development Director and provided strategic and operational leadership to a division of 12 employees with a $1.5 million General Fund budget. Regularly advised Council members, Planning Commissioners, and executive staff and collaborated with staff on issues of interest. Served as Secretary to the Planning Commission and the Design Review/Cultural Heritage Subcommittee. With a creative staffing strategy, managed through a time of brisk development activity and growing public demands for quality architecture, and increased attention to historic preservation.

Triad Associates, Partner, Kirkland, Washington, 1998-2002 Partner in a private land development consulting firm with more than 100 employees, practicing civil engineering, GIS, landscape architecture, planning, and surveying. Also served as a senior land use planner and managed the company's GIS department.

City of Fullerton, Associate Planner, 1991-1998
Served as Associate Planner responsible for environmental programs and special projects.

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Highlights KIRT A. COURY
• Discretionary Case VICE PRESIDENT, CIVIC PLANNING SERVICES Processing
Research and Analysis Mr. Coury brings over 27 years of planning experience in the public sector.

Public Counter Support
He serves as the company's Vice President of Civic Planning Services, and Zoning Review
Land Entitlement provides planning and project management services to the company:
nunicipal clients. He has served in a variety of roles with the cities of La Project Review
Advance Planning Mesa, San Clemente, Encinitas, Moreno Valley, Compton, Lake Elsinore, Lake Project Management Forest, Calexico, Rancho Cucamonga, Brea, and other municipalities. His • Environmental Review experience has included current and advance planning, the preparation of environmental documentation, providing public counter services, and Education
managing complex projects and other assignments. He has reviewed Bachelor of Science, Urban
and Regional Planning, Environmental Impact Reports (EIRs) and Mitigated Negative Declarations California Polytechnic (MNDs) to ensure completeness and compliance with the California Institute, Environmental Quality Act (CEQA).

Pomona, California
Highlights of Mr. Coury's experience include:

Affiliations Civic Solutions, Inc., Vice President, Civic Planning Services/Municipal American Planning Planning Services Manager/Principal Planner/Project Manager, 2014- Association
present
Mr. Coury began work with Civic Solutions in 2014, providing City planning consulting services to several of the company's municipal clients, and in 2017 he was appointed Municipal Planning Services Manager to manage consulting services for municipal agencies. In 2023, Mr. Coury was promoted to Vice President, and he now oversees the Civic Planning side of company business, and serves as Project Manager for multiple contracts. Like all of the company's management team, Mr. Coury also provides direct services to cities, and has an excellent reputation for the quality and professionalism of his work. A sampling of some of his recent assignments include:

City of La Mesa - Responsible for the project review, staff report and noticing preparation, compilation of project conditions, and presentation of staff reports at public hearings for the Alvarado Specific Plan.

City of Encinitas - Responsible for a variety of current planning assignments including public counter support, project review, and plan check services.

Coordinated with City reviewing disciplines to compile project comments and worked with developers on project changes to meet the requirements of City policies and regulations.

City of San Clemente - Managed a variety of development projects for the Prepared Conditions of Approval, Findings and Resolutions of Approval for the Planning Commission and City Council. Prepared CEQA documentation including Notices of Exemption, Determination and Completion.

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Kirt A. Coury Coury Planning and Environmental, Senior Planner, 2003-2014 continued Provided contract planning services for various cities including, but not limited to, City of Lake Elsinore, City of Calexico, and County of Imperial.

City of Rancho Cucamonga, Community Development Department, Associate Planner, 2000-2003
Conducted complex assignments involving current planning projects.

Conferred with applicants and agency representatives to identify development issues. Served as a project manager for major assignments and programs, which included preparation of reports and presentations includin related recommendations. Interpreted planning policies, state laws, an local ordinances, as well as performed environmental analysis for compliance City of Brea, Community Development Department, Assistant Planner, 1999-2000
Prepared, reviewed, and analyzed development plans, site plans, building plans, parcel maps, and other development proposals for compliance with the general plan, zoning, and other City regulations and policies. Identified the need for conditional use permits, variances, and design review for specific projects. Responded to inquiries at the public counter and in writing.

Conducted site inspections for development projects for compliance with approved plans. Prepared and presented reports to the Planning Commission.

City of Norco, Community Development Department, Assistant Planner, 1995-1999
Conducted planning studies in the community to gather data for evaluating current and advance planning projects and issues including environmental assessments, regional or local area planning issues, and other related topics.

Researched, analyzed, and interpreted socioeconomic and land use data trends. Developed and presented reports and recommendations to the City Council, the Planning Commission, and community groups on current and advance planning issues.

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Highlights RICHARD GREENBAUER
• Project Management PRINCIPAL PLANNER
Development Review
Land Use Entitlements Mr. Greenbauer is an accomplished planning professional with a career Specific Plans spanning over 23 years in local city planning and community development. • General Plan Updates & He has extensive experience and technical depth. in urban planning, and has Amendments
Public Participation managed numerous high-profile and complex projects. He commands a •
Current Planning strong public presentation presence and is a seasoned team leader. He is • Housing Policy adept at analyzing issues and managing projects from inception through • CEQA/NEPA completion. Through his work at the cities of Oceanside and San Juan Capistrano, he has demonstrated a sensitivity and responsiveness to the Education
needs of the city, the community, and outside agencies.

Bachelor of Arts in
Geography with Emphasis Highlights of Mr. Greenbauer's experience include:
in Environmental Analysis/
Urban Planning, California Civic Solutions, Inc., Principal Planner, 2023 State University, Fullerton, With a specialty in current planning, Mr. Greenbauer provides principal level CA urban planning services for our public agency clients. Duties include project management of complex discretionary applications of all kinds; zoning, Technical Skills
specific plan and general plan amendments; urban design, architectural and Bluebeam
GIS/ArcView 3.0 landscape design review; Tribal consultations; NEPA/CEQA review; and CEQA/NEPA preparation of environmental documents. Mr. Greenbauer has proven management, analytic, and writing skills, and works cooperatively with municipal clients.

City of Oceanside, Development Services Department, Planning Division, Principal Planner, 2006-2022
Served as Secretary to the Planning Commission and the Historic Preservation Advisory Commission. Designated Project Manager for complex, politically sensitive land development projects requiring significant inter- department and inter-agency coordination. Managed daily operations of the full-service Development Services Department front counter for Engineering, Building, and Planning. Managed the Current Planning Section and was responsible for supervision of six staff planners and two contract planners.

Prepared General Plan Policy Studies, General Plans, and Zoning Ordinance Amendments. Coordinated with Capital Improvement Project Managers on Land Use Planning issues in a community with two public golf courses, a municipal airport, a small craft harbor, 3 miles of beaches, and over 50 public arks. Managed the city's Downtown Area, which consisted of 13 large t nedium-scale redevelopment projects and 22 small redevelopment projects Planning Liaison to the city's Code Enforcement Division responsible for providing land use determinations and code interpretations. Environmental Coordinator with management oversight of the city's environmental review process, reviewing projects for NEPA and CEQA compliance. Coordinated and reviewed Initial Studies, Mitigated Negative Declarations, and Environmental Impact Reports with staff, applicants, and consultant teams. Conducted and City of Laguna Niguel - Proposal to Provide On-Call Supplemental Planning Staff Consulting Services September 29, 2023 • 17
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Richard Greenbauer coordinated project reviews with the MCCS Camp Pendleton Commanding continued General to ensure federal and city projects did not impact each agency's daily operations. Served as Planning Section Chief (PSC) in the city's Emergency Operations Center (EOC).

City of San Juan Capistrano, Planning Department, San Juan Capistrano, Associate Planner, 1999- 2006
Project Manager of discretionary development applications. Planning Department representative to the City-Wide Technology Working Group interpreted and educated the general public on all planning and zoning programs; prepared requests for proposals and draft scopes of work for consultant support on public and private development projects. Prepared requests for proposals, and reviewed contract bid submittals and statements of qualifications. Served as Environmental Coordinator in charge of preparing environmental documentation for all city projects. Served as Secretary to the Design Review Committee and prepared Initial Studies, Mitigated Negative Declarations, and administered consultant contracts for the preparation of environmental studies. Participated in long-range planning working groups.

Served as Planning Intelligence Liaison to the San Onofre Nuclear Generating Station.

U.S. Coast Guard Reserves, Alameda, California, Lieutenant, Lieutenant Commander, and Commander, 1992-2020
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Highlights ADAM PISARKIEWICZ, AICP
• Project Management SENIOR PLANNER
Project Review
Zoning Review Mr. Pisarkiewicz is a motivated planning professional with strength in Advanced Planning research and analysis for planning, policy, and urban design projects. His Housing Elements
experience includes zoning code updates, preparation of Housing Elements, Research and Analysis
Specific Plans housing-related zoning code amendments, and preparation of form-based . Discretionary Case codes. Mr. Pisarkiewicz is skilled in preparation of maps, graphics, public Processing presentations, and project management.
• Public Counter Support
Highlights of Mr. Pisarkiewicz's experience include:

Technical Skills
Civic Solutions, Inc., Senior Planner, 2021-Present
• ArcGIS Mr. Pisarkiewicz works with our municipal clients performing a variety of • Adobe Illustrator
• Adobe InDesign duties in support of the planning function. Duties include managing and • SketchUp preparing zoning code updates, creation and management of long range • Microsoft Office Suite planning initiatives, research and analysis, staff support to municipal planning departments, and project management. Responsible for Education preparation of planning reports including recommendations and supporting Master of Urban Planning, data for approval and presentation to Planning Commissions and other University at Buffalo, public bodies. He also provides assistance to city staff, applicants, and Buffalo, NY
Bachelor of Science and consultants in understanding municipal requirements, analyzing issues, and Politics, recommending solutions and strategies.

Ithaca College, Ithaca, NY
Associate Planner, Lisa Wise Consulting, Inc., Los Angeles, CA, 2019-2021 Affiliations Assisted Project Managers in conducting zoning code audits, updating zoning American Planning codes, writing form-based codes, and updating General Plan Housing Association Elements. Contributed to the report production process including preparing American Institute of maps, graphics, technical report writing, and coordinating input trom project Certified Planners partners. Provided support in implementing community outreach strategies conducting ongoing client meetings, managing interns, creating budgets and scopes of work. Conducted public presentations and participated in public meetings.

Planner, Village of Port Chester, Port Chester, NY, 2017-2019 Assisted in the creation, management, and implementation of various long- range plans including a Village-wide form-based code, downtown streetscape and waterfront promenade plan, downtown design guidelines, downtown mobility and parking plan, gateway signage plan, wayfinding signage plan. Administered all application intake, wrote staff reports, wrote SEQRA environmental reports and presented proposed projects to the Planning Commission. Managed various state and private grants to fund planning and improvement projects. Handled all public counter questions, meetings with developers, and property owners.

Planner, Town of Greenwich, Greenwich, CT, 2016-2017
Met with developers, architects, and lawyers to process and review Planning and Zoning applications, site plans, and architectural designs. Wrote staff reports for Planning and Zoning Commission agenda items.

City of Laguna Niguel - Proposal to Provide On-Call Supplemental Planning Staff Consulting Services September 29, 2023 • 19
CIVIC

SOLUTIONS
Adam Pisarkiewicz Evaluated site plans and architectural plans for compliance with Commission continued decisions to forward to permit. Aided the public in disseminating Town lanning initiatives and zoning regulations at the Planning and Zoning publi ounter. Participated in planning studies, prepared research, an coordinated with relevant departments.

Neighborhood Planning Associate, Elmwood Village Association, Buffalo, NY, 2016
Assisted the Executive Director in managing a New York Main Street Program grant award. Evaluated applications for grant funding that included building renovation and façade improvement. Organized environmental reviews and state historic preservation documents for grantees. Assisted in organizing and conducting public meetings.

City of Laguna Niguel - Proposal to Provide On-Call Supplemental Planning Staff Consulting Services September 29, 2023 •
CIVIC

SOLUTIONS
Highlights ELIZABETH YEE
Land Use Planning ASSOCIATE PLANNER
Entitlement Processing
Research and Analysis Ms. Yee is a highly motivated, results-driven professional with a successful Public Counter Support
Zoning Review eck record processin and reval in residential a design residenti ning, and desien contormance.

CEQA Documentation
Project Design Review addition, her experience in municipal planning includes work on major projects Project Management such as a community plan for the City of Oceano, and the 6 Cycle Housing • Advance Planning Element for the City of Jurupa Valley. Ms. Yee works well in team situations, • Public Presentations
as exceptional originatione is and research skils and insor se al in Fnelish and Chinese Cantonese
Education
Master of City and Highlights of Ms. Yee's experience include:

Regional Planning, Cal
Poly San Luis Obispo, CA
Bachelor of Arts, Urban Ms. Yee provides associate-level urban planning services to our public agency Studies, University of clients. Duties include ministerial and discretionary permit processing, plan California, Irvine, CA checks, and public counter support, as well as general plan and zoning code amendments. She coordinates with applicants, design professionals, and the Affiliations
public on projects and issues. She prepares staff reports, resolutions, and American Planning conditions of approval and makes presentations to planning commissions and Association
other public bodies. Ms. Yee regularly assists applicants and consultants to Technical Skills understand municipal requirements and analyze issues, and recommends Adobe Creative Suite solutions and strategies.

Microsoft Office
Google Sketch Up Cal Poly San Luis Obispo College of Architecture and Environmental Design, Hand Sketching Teaching Assistant, 2018-2019
Auto CADD Ms. Yee conducted research and analysis for a general plan update for the City ArcIS of Parlier, California. In addition, she created plans, illustrations, and policy documentation alongside undergraduate students for the document. She also critiqued drafts for state and federal policy consistency.

City of Manteca, Assistant City Planner, 2014-2017
Ms. Yee reviewed residential and non-residential development for zoning and design conformance. She prepared written and oral staff reports for City Council and Planning Commission hearings and public workshops and provided recommendations on development projects. She assisted property owners, architects, engineers, and the public regarding city development policies and standards and aided in analysis, development, implementation, and design for the Family Entertainment Zone Master Plan. In addition, Ms. Yee evaluated environmental information to reduce adverse impacts of industrial and commercial development under CEQA and wrote initial studies.

Planning Intern, City of Irvine, 2013
Ms. Yee assisted with the 2013 update of the Irvine General Plan Housing Element. She conducted research for an industrial park development and habilitation project and performed plan checks on development site plan:
and development code compliance. She also generated maps of researche data using GIS software.

City of Laguna Niguel - Proposal to Provide On-Call Supplemental Planning Staff Consulting Services September 29, 2023 • 21
CIVIC

SOLUTIONS
Highlights EDITH MEDINA HUARITA, PH.D.
• Land Use Planning ASSOCIATE PLANNER
Entitlement Processing
Research and Analysis Dr. Medina Huarita is a highly motivated, results-driven professional with a Public Counter Support successful track record as an urban planner and researcher with special Zoning Review
emphasis in housing policy, landlord-tenant relations, Latino and immigrant CEQA Documentation
communities, tenants' social movements, inequality, and poverty. Her recent Project Design Review
Project Management Ph.D. dissertation addressed the housing crisis in the private rental sector. Dr.

Advance Planning Medina Huarita is bilingual in English and Spanish.

Public Presentations
• Planning Surveys Highlights of Dr. Medina Huarita's experience include:

Civic Solutions, Inc., Associate Planner, 2021
Education Dr. Medina Huarita provides discretionary project management and urban Ph.D., Urban and planning research and analysis services to our public agency clients. She is Environmental Planning
and Policy, University of responsible for performing complex research and analysis regarding land use, California, Irvine, CA policy development and legal requirements as well as analyzing population and Master of Public Policy, housing trends. She develops and implements survey instruments to solicit University of California, public input on important issues and prepares general plan and zoning Irvine, CA
Bachelor of Arts, amendments to implement new legislation. She also prepares staff reports, Interdisciplinary Major resolutions and conditions of approval and makes presentations to planning in Sociology and Political commissions and other public bodies.

Science, DePa
University, Greencastle, University of California, Irvine, Research Assistant, Fall 2020 to Fall 2021 IN Dr.. Medina Huarita assisted professors conducting an 'Adminigration' research project funded by the National Science Foundation. In this role, she reviewed Affiliations literature to remain current with new procedures, identified relevant American Planning questions, and determined the best methods of data collection for the study.

Association
Urban Affairs Association City of Pico Rivera, Consultant, Winter 2019/2020 to Fall 2020 Association of Collegiate Dr. Medina Huarita conducted research and analysis regarding homelessness Schools of Planning prevention in the City. She worked closely with team members to deliver Technical Skills project requirements, develop solutions, and meet deadlines. She also R and STATA designed survey instruments and questionnaires to obtain research data and ATLAS.ri conducted focus group meetings.

ESRI ArcMap Various employers, Legal Research Assistant, 2009-2014 Qualtrics
Served as a legal researcher for various employers regarding eviction and mass/class action cases. Drafted motions, briefs, and other correspondence.

Also researched and developed jury presentations and exhibits.

Various Educational Institutions, Instructor/Lecturer/Teaching Assistant, Fall 2015 to Present
City of Laguna Niguel - Proposal to Provide On-Call Supplemental Planning Staff Consulting Services September 29, 2023 • 22

ATTACHMENT E
Amendment No. 1 to the On-Call Professional Services
Agreement with Civic Solutions, Inc.

AMENDMENT NO. 1 TO AGREEMENT FOR PROFESSIONAL SERVICES

ON-CALL SUPPLEMENTAL PLANNING STAFF SERVICES
This Amendment No. 1 to Agreement for On-Call Professional Services "Amendment No. 1") is entered into as of , by and betweer he City of Laguna Niquel, a California municipal corporation, hereinafter the "City", an Civic Solutions, Inc. (CSI), a California Corporation, hereinafter the "Consultant".

RECIIALS:

I. On → the City entered into a Professional Services Agreement with the Consultant to provide On-Call Supplemental Planning Staff Services as requested by the City (the "Agreement").

The City and Consultant now desire to amend the Agreement in order to establish the amount of compensation for the provision of general on-call services as may be required by the City in an amount not to exceed $150,000 annually over the term of the Agreement.

AGREEMENT:

NOW, THEREFORE, in consideration of the foregoing premises and the mutual promises and covenants herein contained, the parties hereto agree as follows:

1. General On-Call Services. Exhibit "A" of the Agreement is hereby amended to add Exhibit "A-1", attached hereto and incorporated herein by reference, in order to establish the total amount of compensation for the provision of general on-call services, not procured in connection with a specific project in an amount not to exceed One Hundred Fifty Thousand Dollars ($150,000) annually over the term of the Agreement.

2. Remaining Provisions. Except as specifically set forth in this Amendment No. 1, the remaining provisions of the Agreement shall continue in full force and effect. [Signatures on following page]
1 IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 to the Agreement as of the date first above written.
"CITY"

CITY OF LAGUNA NIGUEL
By: _
Tamara S. Letourneau
City Manager
ATTEST:

Marissa J. Asistin
City Clerk

APPROVED AS TO FORM BY THE

CITY ATTORNEY FOR THE

CITY OF LAGUNA NIGUEL,

CALIFORNIA
Scott C. Smith
City Attorney
"CONSULTANT"
Civic Solutions, Inc., a California corporation.

By: _
Print Name:

Title:

By: _
Print Name:

Title:
2 EXHIBIT "A-1"

GENERAL ON-CALL SERVICES
Consultant shall perform all Services under the Agreement at the rates and in the manner set forth in Exhibit "A". For the provision of general on-call Services not procured in connection with a specific project as may be required by the City, Consultant shall receive compensation, including authorized reimbursements, in an amount not to exceed One Hundred Fifty Thousand Dollars ($150,000) annually over the term of the Agreement

ATTACHMENT F
Professional Services Agreement for On-Call Housing Consulting Services with RSG, Inc.

AGREEMENT FOR ON-CALL PROFESSIONAL SERVICES

BETWEEN CITY OF LAGUNA NIGUEL AND
RSG, INC.

THIS AGREEMENT FOR ON-CALL PROFESSIONAL SERVICES ("Agreement") is made and entered into by and between CITY OF LAGUNA
NIConEL. a Califoy an Consual act mara bie refered individualy as a ali ore Corively as "Parties."

RECITALS
A. The City desires to contract with selected professional consultants to provide on- call professional services to support the Community Development Department in the following category: Housing Consulting Services.

B. The City circulated a Statement of Qualifications for the above-described professional services on August 30, 2023.

Consultant submitted a proposal to City to provide the above-described professional services dated September 29, 2023.

City Staff has reviewed all the proposals and after considering the demonstrated competence of Consultant, the professional qualifications of Consultant, and the fairness and reasonableness of Consultant's proposed cost, staff has determined that an agreement to provide the required services on an on-call basis should be awarded to Consultant.

The City and Consultant each desire to enter into an agreement for the above- described professional services to be provided to City by Consultant on an on-call basis.

AGREEMENT
In consideration of the mutual promises and covenants made by the Parties and contained herein and other consideration, the value and adequacy of which are hereby acknowledged, the Parties agree as follows:

ARTICLE 1. SERVICES OF CONSULTANT

1.1 Scope of On-Call Services. In compliance with all terms and conditions of this Agreement, Consultant shall provide, on an on-call basis, those services specified in the "Scope of On-Call Services" attached hereto as Exhibit A and incorporated herein by this reference, which may be referred to herein as the "services" or "work" hereunder. As a material inducement to City entering into this Agreement, Consultant represents and warrants: a) all services set forth in the Scope of On-Call Services will be performed in a competent and satisfactory manner; b) all materials used for services will be both of good quality as well as fit for the purpose intended; and, c) Consultant shall follow the highest professional standards and practices in performing the services required hereunder. Services to be actually performed by Consultant for City shall be -1-
established on a project-by-project basis through a separate written amendment to this Agreement (each such amendment may be referred to herein as a "Specific Services Amendment"). Upon request by City, Consultant shall provide a detailed project proposal, with pricing no greater than the fees and rates provided for in Exhibit A to this Agreement. Consultant shall not commence work for any given project until both: a) execution by Parties of a written Specific Services Amendment to this Agreement specifying, for the given project, the services to be provided, compensation for those services, and a performance schedule for those services; and, b) receipt from City of a written notice to proceed issued pursuant to said executed Specific Services Amendment.

Consultant's Proposal and City's SOO. Consultant's proposal for this Agreement referenced in the above recitals (Consultant's Proposal") shall be incorporated herein by this reference as though fully set forth herein. City's Statement of Qualifications referenced in the above recitals ("City's SOQ") shall be incorporated herein by this reference as though fully set forth herein. The Scope of On-Call Services specified in Exhibit A shall include the scope of services or work included both in Consultant's Proposal as well as in City's SOQ. In the event of any inconsistency or any conflict between the terms of Consultant's Proposal (for scope of services or work, or schedule of performance), and the terms of City's SOQ (for scope of services or work, or schedule of performance), the Consultant's Proposal shall govern, unless this Agreement provides otherwise. In the event of any inconsistency or any conflict between the terms of Consultant's Proposal, and this Agreement or any amendment hereto, the terms of this Agreement or any amendment hereto, respectively, shall govern. No other terms and conditions from Consultant's Proposal, other than description of scope of services or work, as well as description of schedule of performance, shall apply to this Agreement, unless specifically agreed to by City in writing.

1.3 Compliance with Law. All services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules and regulations of City and any federal, State or local governmental agency having jurisdiction in effect at the time services are rendered.

City, and its elected and appointed officers, employees, agents, designated volunteers, attorneys, successors and assigns shall not be liable at law or in equity for failure of Consultant to comply with this Section.

1.4 Licenses, Permits, Fees and Assessments. Consultant shall obtain and maintain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. 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 Consultant's performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City against any such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City hereunder.

1.5 Additional Services and Compensation. Consultant hereby acknowledges that it accepts the risk that the services to be provided on an on-call basis pursuant to the Scope of On- Call Services, in consideration for the fees and rates provided for in the Schedule of Compensation referenced in Section 2.1 below, may be more costly or time consuming than Consultant anticipates and that Consultant shall not be entitled to additional compensation therefor. City may in its sole and absolute discretion have similar work done by other consultants. -2-

1.6 Familiarity with Work. By executing this Agreement, Consultant represents and warrants Consultant: a) has thoroughly investigated and considered services to be performed, b) has carefully considered how services should be performed, and c) fully understands the facilities, difficulties and restrictions attending performance of services under this Agreement.

1.7 Software and Computer Services. If the Scope of On-Call Services includes the provision and/or installation of any software, computer system, or other computer technology, Consultant represents and warrants that it is familiar with and/or has inspected City's current infrastructure, equipment, computer system and software and that the software, computer system, or other computer technology provided and/or installed by Consultant under this Agreement is compatible, and shall be fully functional, with such infrastructure, equipment, computer system and software of City. Consultant acknowledges that City is relying on this representation by Consultant as a material consideration in entering into this Agreement.

1.8 Prevailing Wages. If services include any "public work" or "maintenance work," as those terms are defined in California Labor Code section 1720 et seq. and California Code of maximum extent permitted by law, Consultant's obligations in Section 5.3 (Indemnification) expressly apply to acts or omissions arising out of, or incidental to, the payment of prevailing wages by any person or entity (including Consultant, its subcontractors, and each of their officers, employees and agents) in connection with any services, including without limitation the payment of all consequential damages, attorneys' fees, and other related costs and expenses. All duties of Consultant pursuant to this section shall survive termination of the Agreement.

1.9 Special Requirements. Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in Exhibit A and incorporated herein by this reference.

In the event of a conflict between the provisions of Exhibit A and any other provisions of this Agreement, the provisions of Exhibit A shall govern.

ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT

2.1 Compensation for Services. Compensation for each project performed hereunder shall be determined by a Specific Services Amendment specifying a not-to-exceed contract sum for the specific project. Fees and rates to be charged by Consultant for services provided for in all Specific Services Amendments are specified in the "Schedule of Compensation," attached hereto as Exhibit A and incorporated herein by this reference, and such fees and rates are not subject to increase during the initial term of the Agreement. After the initial term of the Agreement, fees and rates may only be increased both pursuant to Section 9.4 as well as subsequent to negotiation between the Parties on a reasonable increase. The maximum of such increase shall be no greater than the CPI increase (Orange County area for the applicable period of time. City has no obligation or duty to provide any such increase. Compensation may include reimbursement, for actual and necessary expenditures, if both specified in either the Schedule of Compensation or the applicable Specific Services Amendment, as well as approved by City in advance. The not-to- exceed contract sum specified in any Specific Services Amendment shall include the attendance of Consultant at all project meetings reasonably deemed necessary by City. Consultant agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will -3-
materially increase or decrease the cost of the work or services, Consultant shall promptly notify the City Representative of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto.

2.2 Invoices. Unless some other method of payment is specified in Exhibit A, Schedule of Compensation, in any month in which Consultant wishes to receive payment, no later than the first business day of such month, Consultant shall submit to City, in a form approved by City's Finance Director, an invoice for services rendered prior to the date of the invoice. By submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all provisions of this Agreement. Except as provided in Sections 7.3, 7.4 and 7.5, City shall pay Consultant for all expenses stated thereon which are approved by City pursuant to this Agreement generally within thirty (30) days, and City will use its best efforts to make payment no later than forty-five (45) days, from the submission of an invoice in an approved form. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission. Review and payment by City for any invoice provided by Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable law. Each invoice is to include (unless otherwise specified by City): 1) line items for all personnel describing the work performed, the number of hours worked, and the hourly rate; 2) line items for all materials and equipment properly charged to the services; 3) line items for all other approved reimbursable expenses claimed, with supporting documentation; and 4) line items for all approved subcontractor labor, supplies, equipment, materials, and travel properly charged to the services.

ARTICLE 3. PERFORMANCE SCHEDULE

3.1 Time of Essence. Time is of the essence in the performance of this Agreement.

3.2 Term. Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until June 30, 2025. The term of this Agreement may be extended administratively (with total cumulative extension no greater than two years), by the City pursuant to Section 9.4 and without the need for further approval by the City Council, if the Consultant's performance is satisfactory and it is in the best interest of the City.

3.3 Schedule of Performance. Consultant shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in both the "Schedule of Performance" attached hereto as Exhibit A and incorporated herein by this reference, as well as the Specific Services Amendment.

3.4 Force Majeure. The time period(s) specified in the Schedule of Performance and the Specific Services Amendment 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 Consultant, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including City, (with the express exception of delays arising from the impact of COVID- 19 and its variants to the extent such impact is foreseeable or should have reasonably been foreseeable), if Consultant shall within ten (10) days of the commencement of such delay notify City in writing of the causes of the delay. City shall ascertain the facts and the extent of delay, and -4-
extend the time for performing the services for the period of the enforced delay when and if in the judgment of City such delay is justified. City's determination shall be final and conclusive upon the Parties to this Agreement. In no event shall Consultant be entitled to recover damages against City for any delay in the performance of this Agreement, however caused, Consultant's sole remedy being extension of this Agreement pursuant to this Section.

ARTICLE 4. COORDINATION OF WORK

4.1 Consultant Representative. The Consultant Representative is Tara Matthews, Principal, (714) 316-2111, [email protected], who is authorized to act on Consultant's behalf with respect to the work or services specified herein and to make all decisions in connection therewith. It is expressly understood that the experience, knowledge, capability and reputation of the representative was a substantial inducement for City to enter into this Agreement. Therefore, the representative shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. For purposes of this Agreement, the representative may not be replaced nor may their responsibilities be substantially reduced by Consultant without the express written approval of City.

4.2 City Representative. The City Representative is such person as designated by the City Manager or her designee. The City Representative shall be the primary person on behalf of City responsible for the administration of the Agreement. It shall be Consultant's responsibility to assure that the City Representative is kept informed of both the progress of the performance of the services as well as any decisions which must be made by City.

4.3 Approvals from City. City approvals or actions, pursuant to the authority of this Agreement, may be made (unless otherwise specified) either by the City Manager, the Community Development Director, or by the City Representative (or by their respective delegates as provided for in writing).

4.4 Independent Contractor. Neither City, nor any of its officers, employees or agents, shall have any control over the manner or means by which Consultant, or its officers, employees, agents or subcontractors, perform the services required herein, except as otherwise set forth herein. Consultant shall perform all services required herein as an independent contractor of City and shall remain under only such obligations as are consistent with that role. Consultant shall not at any time or in any manner represent that it, or any of its officers, employees, agents or subcontractors, are officers, employees or agents of City. City shall not in any way or for any purpose become or be deemed to be a partner of Consultant in its business or otherwise or a joint venturer or a member of any joint enterprise with Consultant. Consultant shall not incur or have the power to incur any debt, obligation or liability whatever against City, or bind City in any manner. Consultant represents and warrants that the personnel used to provide services to City pursuant to this Agreement shall at all times be under Consultant's exclusive control and direction.

No City employee benefits shall be available to Consultant, its officers, employees, agents or subcontractors, in connection with the performance of this Agreement. City shall not be liable for compensation or indemnification to Consultant, its officers, employees, agents or subcontractors, for injury or sickness arising out of performing services hereunder. In the event that Consultant or any officer, employee, agent, or subcontractor of Consultant providing services under this Agreement claims or is determined by a federal or state agency, a court of competent jurisdiction, or the California Public Employees' Retirement System, to be classified as other than an -5-
independent contractor for City, then Consultant shall indemnify, defend, and hold harmless City for the payment of any and all assessed fines, penalties, judgments, employee and/or employer contributions, and any other damages and costs assessed to City as a consequence of, or in any way attributable to, the assertion that Consultant, or any officer, employee, agent, or subcontractor Consultant used to provide services under this Agreement, is/are employees of City.

4.5 Subcontracting or Assignment. The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for City to enter into this Agreement. Therefore, without express written approval of City, Consultant shall not contract with any other entity to perform in whole or in part services required hereunder without express written approval of City, and neither this Agreement nor any interest herein may be transferred or assigned. No approved transfer shall release Consultant, or any surety or insured of Consultant, of any liability hereunder without express written consent of City.

ARTICLE 5. INSURANCE AND INDEMNIFICATION

5.1 Insurance Coverages. Prior to commencement of any services under this Agreement, and without limiting Consultant's indemnification obligation to City, Consultant shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, for the duration of the Agreement, primary policies of insurance of the type and amounts below, issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by City, which shall cover all elected and appointed officers, employees, agents, designated volunteers, attorneys, successors and assigns of City. City reserves the right at any time during the additional cost to Consultant, City and Consultant may renegotiate Consultant's compensation. (a) Commercial General Liability Insurance. A policy of commercial general liability insurance, with coverage at least as broad as Insurance Services Office ("ISO") form CG 00 01, written on a per occurrence basis for bodily injury, personal injury and property damage. Defense costs must be paid in addition to limits. Coverage for an additional insured shall not be limited to its vicarious liability. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO "insured contract" language will not be accepted. Limits shall be no less than $1,000,000 per occurrence for all covered losses and no less than $2,000,000 general aggregate.
(b) Worker's Compensation Insurance. A policy of worker's compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for Consultant against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by Consultant in the course of carrying out the work or services contemplated in this Agreement.
(c) Automobile Liability. A policy of comprehensive automobile liability insurance, at least as broad as ISO form CA 00 01, written on a per occurrence basis covering -6-
bodily injury and property damage in an amount not less than $1,000,000 combined single limit for each accident. Said policy shall include coverage for owned, non-owned, leased, hired cars and any automobile.
(d) Professional Liability. Professional liability insurance appropriate to Consultant's profession. This coverage may be written on a "claims made" basis and must include coverage for contractual liability. Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement. The professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon, arising out of, or related to services performed under this Agreement. The insurance must be maintained for at least five (5) consecutive years following the completion of Consultant's services or the termination of this Agreement. During this additional 5-year period, Consultant shall annually and upon request of City submit written evidence of this continuous coverage. Limits shall be no less than $1,000,000 per claim and no less than $1,000,000 general aggregate. (e) Cyber Liability. Cyber liability insurance appropriate to Consultant's profession and the services hereunder, written on a per occurrence basis, with limits not less than $1,000,000 per occurrence/loss, and $2,000,000 in the aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations undertaken by Consultant pursuant to this Agreement and shall include, but not be limited to, claims involving: infringement of intellectual property; copyright; trademark; invasion of privacy violations; data breach; electronic information theft, loss, damage, destruction, alteration or misuse; release of private information; extortion; and, network security. The policy shall provide coverage for breach response costs, regulatory fines and penalties, and credit monitoring expenses, with limits sufficient to respond to these obligations.
(f) Excess Liability and Umbrella Liability Insurance. Excess liability insurance and/or umbrella liability insurance may be used to satisfy the obligations herein. If excess liability insurance is used then the policy shall meet all the requirements herein and be at least as broad as the primary coverages set forth herein. Such policy shall: 1) include a drop down feature requiring the policy to respond if primary insurance that would otherwise have applied proves to be uncollectible in whole or in part for any reason; 2) be payable on behalf of wording as opposed to reimbursement; 3) have concurrency of effective dates with primary policies; 4) "follow form" to the underlying primary policies; and, 5) provide insureds, under primary policies required herein, shall be insureds under the excess liability policy. (g) Subcontractors. In the event Consultant subcontracts any portion of the work in compliance with Section 4.5 of this Agreement, Consultant shall either: 1) include each subcontractor as insureds under its policies of insurance required herein; or, 2) Consultant shall, upon request of City, furnish to City all documentation, required in Article 5 for Consultant, for each subcontractor. All coverages for subcontractors shall include all of the requirements herein.

5.2 General Insurance Requirements.
(a) Proof of Insurance, Enforcement and Notice. No work or services under this Agreement shall commence until both Consultant has provided City with insurance certificates, endorsement forms and appropriate insurance binders evidencing the above insurance coverages, as well as said documentation is approved by City. City reserves the right to inspect -7-
complete, certified copies of, and endorsements to, all required insurance policies, at any time.

Any failure to comply with the reporting or other provisions of the policies including breaches or warranties shall not affect coverage provided to City. In the event any insurance policy required under this Agreement is cancelled or amended (and the insurance policy is not replaced pursuant to subsection (b) below), or does not comply with Article 5, then: 1) City has the right but not the duty to obtain insurance required herein and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments; or, 2) City, notwithstanding any other provisions of this Agreement, may immediately terminate this Agreement. Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant's performance under this Agreement, and that involve or may involve coverage under any of the required insurance policies. (b) Cancellation/Amendment. All of herein required policies of insurance shall provide the insurance may not be amended or cancelled by insurer or any Party hereto without providing thirty (30) calendar days prior written notice (with exception of ten (10) calendar days prior written notice for nonpayment of premium) to City. In the event any of said policies of insurance are amended or cancelled, Consultant shall, five (5) business days prior to the cancellation date, submit new evidence of insurance, or reinstatement of policy, in conformance with this Agreement to City.
(c) Additional Insureds. The commercial general liability policy provided for in Section 5.1(a) and the automobile liability policy provided for in Section 5.1 (c) both shall name City and its elected and appointed officers, employees, agents and designated volunteers ("City Parties") as additional insureds and such coverage shall contain no special limitations on the scope of protection afforded to City and City Parties. A severability of interests provision must apply for all additional insureds ensuring that Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability, and policies of insurance shall not contain any cross-liability exclusions. (d) Primary, Subrogation, Contribution and Coverage. All of the above policies of insurance shall be primary insurance. The insurers (with exception of professional liability insurer) for above policies, Consultant and any subcontractors are all deemed hereof to waive all rights of subrogation and contribution they may have against City or City Parties, and their respective insurers, and all insurance policies required herein shall be endorsed to waive such rights. Any insurance maintained by City or City Parties will apply in excess of, and not contribute with, Consultant's insurance. If Consultant maintains broader coverage and/or higher limits than the minimum amounts provided herein, City requires and shall be entitled to the broader coverage and/or higher limits maintained by Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City and City Parties.

None of the coverages required herein will be in compliance with this Agreement if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. Requirements of specific coverage features or limits contained herein are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any Party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. -8-
Limitations, Self- Insured Retention and Deductibles. Consultant agrees that requirements of Article 5 shall not be construed as limiting in any way the extent to which Consultant may be held responsible for the payment of damages to any persons or property resulting from Consultant's activities or the activities of any person or persons for which Consultant is otherwise responsible nor shall it limit Consultant's indemnification liabilities as provided in Section 5.3. All insurance policies must specify that where the primary insured does not satisfy any self-insured retention, any additional insured may satisfy the self-insured retention (without impairment of obligation of primary insured under this Agreement to satisfy any self- insured retention). Any deductibles or self-insured retentions must be declared to and approved by City. At City's option, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City and City Parties, or Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration, attorney's fees, defense expenses and claims.

5.3 Indemnification.

General Obligations. Consultant agrees, to the full extent permitted by law, to immediately indemnify, defend and hold harmless City and its elected and appointed officers, employees, agents, designated volunteers, attorneys, successors and assigns (each an "Indemnitee" and collectively, "Indemnitees") against, and will hold and save them and each of them harmless from, whether actual or threatened, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages or injuries to persons or property, demands, expenses, losses, costs, penalties, obligations, errors, omissions or liabilities of any kind that may be asserted or claimed by any person, firm or entity arising out of, pertaining to, incident to or in connection with any alleged acts, errors or omissions of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Consultant is legally liable (each an "Indemnitor" and collectively, "Indemnitors") in connection with the performance of Consultant's Services, or arising from Indemnitors' reckless or willful misconduct, or arising from Indemnitors' negligent performance of or failure to perform the work, operations or activities provided herein, or any term, provision, covenant or condition of this Agreement, with such negligence or failure to perform to be determined by the City (herein "Claims or Liabilities"), and in connection therewith: 1) Consultant will defend any action or actions filed or threatened in connection with any such Claims or Liabilities, or at option of Indemnitees will reimburse and pay for all costs and expenses, including legal costs and attorneys' fees, incurred by Indemnitees in connection therewith; and, 2) Consultant will promptly pay and satisfy any judgment, award or decree rendered against Indemnitees, and reimburse Indemnitees for the cost of any settlement paid by Indemnitees, for any such Claims or Liabilities, and will save and hold Indemnitees harmless therefrom.
(b) Further Provisions. The indemnity obligation herein shall be binding on successors, assigns and heirs of Consultant and shall survive termination of this Agreement.

Consultant shall incorporate similar indemnity agreements as provided herein with its subcontractors, and if Consultant fails to do so Consultant shall be fully responsible to indemnify City hereunder therefor. Failure of City and/or City Parties (collectively "City" for solely this Section 5.3(b)) to monitor compliance with any of the indemnification provisions herein shall not be a waiver hereof. The indemnification provisions herein do not apply to claims or liabilities occurring as a result of City's sole negligence or willful misconduct, but, to the fullest extent -9-
permitted by law, shall apply to claims and liabilities resulting in part from City's negligence, except that design professionals' indemnity hereunder shall be limited to claims and liabilities arising out of the negligence, recklessness or willful misconduct of the design professional. The indemnification provided herein includes Claims or Liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduct of Indemnitors in the performance of professional services hereunder. Payment of invoices by City is not a condition precedent to enforcement of the indemnity obligation herein. In the event of any dispute between Consultant and City, as to whether liability arises from the sole negligence or willful misconduct of City, Consultant will be obligated to pay for City's defense until such time as a final judgment has been entered adjudicating City as solely negligent or responsible for willful misconduct.

Consultant will not be entitled in the absence of such a determination to any reimbursement of defense costs including but not limited to attorney's fees, expert fees and costs of litigation. City may offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant's failure to promptly pay to City any reimbursement or indemnification arising under Section 5.3 of this Agreement. Such offset, if any, does not satisfy any amount, greater than the offset, due to City from Consultant. (c) Professional Liability. When the law establishes a professional standard of care for Consultant's services, to the fullest extent permitted by law (within the limitations, as applicable, of Civil Code section 2782.8), Consultant shall indemnify, defend and hold harmless Indemnitees against, and will hold and save them and each of them harmless from, whether actual or threatened, any and all Claims and Liabilities, consistent with all obligations provided for in this Section 5.3, to the extent same are caused in whole or in part by any negligent or wrongful act, error or omission, or reckless or willful misconduct of Indemnitors in the performance of professional services under this Agreement.

ARTICLE 6. RECORDS, REPORTS AND RELEASE OF INFORMATION

6.1 Records. Consultant shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the disbursements charged to City and services performed hereunder (books and records") as shall be necessary to perform the services required by this Agreement and enable City to evaluate the performance of such services. Any and all such books and records shall be maintained in accordance with generally accepted accounting principles (and, as applicable, maintained also in accordance with requirements of Labor Code section 1776), shall be complete and detailed, and shall be readily accessible. City shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts. Such books and records shall be maintained either for a period of no less than three (3) years following completion of the services hereunder, or for such period of time as required by applicable law, whichever period of time is longer. City shall have access to such books and records in the event any audit is required. Consultant shall fully cooperate with City in providing access to any and all Consultant records and documents if a public records request is made and disclosure is required by law including but not limited to the California Public Records Act.

Reports. Consultant shall periodically submit written reports to City Representative concerning performance of services, upon request, and/or as necessary for City to -10-
be informed of both performance of services as well as any decisions which must be made by City.

Ownership of Documents. All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and other materials ("documents and materials") prepared (regardless of whether complete or incomplete) by Consultant, its officers, employees, agents and subcontractors in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of City and/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, use, reuse, or assignment of the documents and materials hereunder. Consultant may retain copies of such documents and materials under express condition that Consultant agrees such documents and materials are the sole property of City. All subcontractors shall provide for assignment to City of any documents and materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom. Moreover, with respect to any Consultant documents and materials that may qualify as "works made for hire" as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed "works made for hire" for City.

Confidentiality and Release of Information. All information gained or work product produced by Consultant in its performance of this Agreement shall be considered confidential, unless such information is in the public domain. Consultant shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from City. No news releases, including photographs, public announcements, or confirmations of the same, of any part of the work, shall be made without prior written authorization from City. Consultant, its officers, employees, agents or subcontractors, shall not, without prior written authorization from City or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement.

Response to a subpoena or court order shall not be considered "voluntary" provided Consultant immediately gives City notice of such court order or subpoena. If Consultant, or any officer, employee, agent or subcontractor of Consultant, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorney's fees, caused by or incurred as a result of Consultant's conduct. As concerning, regarding or related to, in any way, this Agreement and the work performed thereunder: a) Consultant shall immediately notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party; b) City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or similar proceeding; and, c) Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant, however, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response.

ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION

7.1 California Law. This Agreement shall be interpreted, construed and governed both -11-
as to validity and to performance of the Parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Orange, State of California, or any other appropriate court in such county, and Consultant agrees to submit to the personal jurisdiction of such court in the event of such action. In the event of litigation in a U.S.

District Court, venue shall lie exclusively in the Central District of California, Southern Division, in the County of Orange, State of California.

7.2 Suspension, or Termination, Prior to Expiration of Term. This Section shall govern any termination of this Agreement except as specifically provided in Section 7.4 for termination for cause. City reserves the right to terminate or suspend this Agreement, or any portion hereof, at any time, for any reason, with or without cause, upon ten (10) days' notice to Consultant, except that where termination or suspension is due to the fault of Consultant, the period of notice may be such shorter time as determined by City. Upon receipt of any notice of termination or suspension, Consultant shall immediately cease all services hereunder, unless the notice provides otherwise, or except such as specifically approved by City. Upon submittal of an invoice consistent with Section 2.2, Consultant shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination or suspension and for any services authorized by City thereafter in accordance with the Schedule of Compensation and/or a relevant Specific Services Amendment, or such as may be approved by City, except as provided in Section 7.5. In event of termination, or suspension, without cause pursuant to this Section, there is no need to provide opportunity to cure pursuant to Section 7.3.

7.3 Default of Consultant and Opportunity to Cure. In the event that Consultant is in default under the terms of this Agreement (including without limitation the terms of any Specific Services Amendment), City shall not have any obligation or duty to continue compensating Consultant for any work performed after the date of default. Instead, City may give notice to Consultant of the default and the reasons for the default. The notice shall include the timeframe in which Consultant may cure the default. This timeframe is presumptively ten (10) days, but may be extended, or reduced, if circumstances warrant, as determined by City. During the period of time that Consultant is in default, City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices, without liability for interest. In the alternative, City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Consultant does not cure the default by conclusion of noticed timeframe, City may immediately both terminate this Agreement and/or Specific Services Amendments) with notice to Consultant, as well as pursue the remedy in Section 7.4, without prejudice to any other remedy to which City may be entitled at law, in equity or under this Agreement. Any failure on the part of City to give notice of Consultant's default shall not be deemed to result in a waiver of City's legal rights or any rights arising out of any provision of this Agreement.

Termination for Default of Consultant. If termination is due to the failure of Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.3, take over the work and prosecute the same to completion by contract or otherwise, and Consultant shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to Consultant for the purpose of set-off or partial payment of the amounts owed City therefor. -12-

7.5 Retention of Funds. Consultant hereby authorizes City to deduct from any amount payable to Consultant (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by reason of Consultant's acts or omissions in performing or failing to perform Consultant's obligation under this Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of Consultant to insure, indemnify, and protect City as elsewhere provided herein.

7.6 Waiver. Waiver by any Party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any Party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision or a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by a non-defaulting Party on any default shall impair such right or remedy or be construed as a waiver. Any waiver by either Party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform Consultant of non-compliance with any requirement of this Agreement imposes no additional obligations on City nor does it waive any rights hereunder. Payment to Consultant for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Consultant.

7.7 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the Parties are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party.

7.8 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 detault, 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.

Notwithstanding any contrary provision herein, Consultant shall file a statutory claim pursuant to Government Code sections 905 et seq. and 910 et seq., in order to pursue a legal action under this Agreement.

7.9 Attorneys' Fees. If either Party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorneys' fees. Attorneys' fees shall include attorneys' fees on any appeal, and a Party entitled to attorneys' fees shall be entitled to all other reasonable costs for investigating such action, consultants' fees, taking depositions and - 13-
discovery and all other necessary costs the court allows which are incurred in such litigation. Such fees and costs shall be enforceable whether or not such action is prosecuted to judgment.

ARTICLE 8. INDIVIDUAL LIABILITY, CONFLICTS AND NON-DISCRIMINATION Non-liability of City Officers and Employees. No officer or employee of City shall be personally liable to Consultant, or any successor in interest, in the event of any default or breach by City or for any amount which may become due to Consultant or to its successor, or for breach of any obligation of the terms of this Agreement.

Conflict of Interest. Consultant covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Consultant's performance of services under this Agreement. Consultant further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of City. Consultant agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement. City, in its sole discretion, shall determine the existence of a conflict of interest and may terminate this Agreement in the event such a conflict of interest exists upon sending Consultant written notice describing the conflict.

No officer or employee of 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 this Agreement which affects their 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 warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement.

8.3 Covenant Against Discrimination. Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class in the performance of this Agreement. Consultant shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class.

ARTICLE 9. MISCELLANEOUS PROVISIONS

9.1 Notices. Any notice or other communication either Party desires or is required to give to the other Party or any other person in regards to this Agreement must be in writing and may be given either by (i) personal service, (ii) delivery by a reputable document delivery service, such as but not limited to, Federal Express, which provides a receipt showing date and time of delivery, or (iii) mailing in the United States Mail, certified mail, postage prepaid, return receipt requested, in the case of City addressed to Community Development Director at City of Laguna Niguel, 30111 Crown Valley Parkway, Laguna Niguel, CA 92677, and in the case of Consultant, to the person(s) at the address designated on the execution page of this Agreement. Either Party may change its address by notifying the other Party of the change of address in writing. Notice -14-
shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section.

9.2 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either Party by reason of the authorship of this Agreement, headings used, or any other rule of construction which might otherwise apply.

9.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and such counterparts shall constitute one and the same instrument.

9.4 Integration; Amendment. This Agreement including the attachments hereto is the entire, complete and exclusive expression of the understanding of the Parties as to the Agreement.

It is understood that there are no oral agreements between the Parties hereto affecting this Agrimens nd this Age ent sepersed sad understatingd if anyo, and entee Paris. negotiations, arrangements,
concerning this Agreement, and none shall be used to interpret this Agreement. No amendment to or modification of this Agreement shall be valid unless made in writing, approved by City and Consultant, and consistent with the Laguna Niguel Municipal Code.

9.5 Severability. Should a portion of this Agreement be declared invalid or unenforceable by a judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining portions of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the Parties 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.

No Undue Influence. Consultant declares and warrants that no undue influence or pressure was used against or in concert with any officer or employee of City in connection with the award, terms or implementation of this Agreement, including any method of coercion, confidential financial arrangement, or financial inducement. No officer or employee of City has or will receive compensation, directly or indirectly, from Consultant, or from any officer, employee or agent of Consultant, in connection with the award of this Agreement or any work to be conducted as a result of this Agreement. Violation of this Section shall be a material breach of this Agreement entitling City to remedies in Section 7.4 and any and all remedies at law or equity.

9.7 Corporate Authority. The persons executing this Agreement on behalf of the Parties hereto warrant that (i) such Party is duly organized and existing, (i) they are duly assigns of the Parties.
[SIGNATURES ON FOLLOWING PAGE]
- 15-
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date and year first-above written.

CITY:

CITY OF LAGUNA NIGUEL, a California
municipal corporation
Tamara S. Letourneau, City Manager
ATTEST:

Marissa J. Asistin, City Clerk

APPROVED AS TO FORM BY THE

CITY ATTORNEY FOR THE CITY
OF LAGUNA NIGUEL, CALIFORNIA:

Scott C. Smith, City Attorney
CONSULTANT:

RSG, Inc., a California Corporation.

By:

Name:

Title:

By:

Name:

Title:

Address:
wo corporate officer signatures required when Consultant is a corporation, with one signature required from ach of the following groups: 1) Chairperson of the Board, President or any Vice President; and 2) Secretary any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. (Cal. Corp. Code § 313)

APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS,

ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY.
-16-

EXHIBIT A

SCOPE OF ON-CALL SERVICES

SCHEDULE OF COMPENSATION

SCHEDULE OF PERFORMANCE
I. All work product is subject to review and acceptance by City, and must be revised by Consultant without additional charge to City until found satisfactory and accepted by City.

II. Consultant is available to perform services, described in Consultant's Proposal and City's SOQ (refer to Section 1.2 for conflicts), on an on-call basis.

III. City will compensate Consultant for the on-call services performed upon submission of a valid invoice, as described in Section 2.2.

IV. Consultant will be compensated for services provided under this Agreement in accordance with description in Consultant's Proposal. Fees and rates shall be no greater than the fees and rates specified in Consultant's Proposal as accepted by City.

V. Consultant shall perform all on-call services and deliver all work products timely in accordance with the schedule described in Consultant's Proposal and City's SOQ (refer to Section 1.2 for conflicts), and as applicable in accordance with the schedule.

A(1)

STATEMENT OF QUALIFICATIONS

ON-CALL HOUSING CONSULTING SERVICES

ON-CALL SUPPLEMENTAL PLANNING STAFF SERVICES

ON-CALL WEED ABATEMENT SERVICES
RSG
BETTER COMMUNITIES.

BOLDER FUTURES.

RSG, INC.
170 EUCALUPTUS AVE, STE 200
VISTA, CA 92084
WWW.WEBRSG.COM
Tara Matthews, Principal
714.316.2111
[email protected]

TABLE OF CONTENTS
BRIEF DESCRIPTION OF FIRM .... ....1
RSG Profile.

Relevant Experience.. ... 3
PROJECT MANAGEMENT TEAM......•..

DETAILED WORK PLAN..... .....7
EXPERIENCE RELATIVE TO CITY NEEDS... .. 14
Affordable Housing Technical Review Services - City of El Cajon (Housing Successor Agency) ..14
Affordable Housing (Procedures, Housing Successor Annual Reporting, and Project Implementation) - Orange County Community Resources ..15 Housing Program Administrative Services - City of Murrieta ..17 RATE SCHEDULE ...19
OTHER RELEVANT INFORMATION AND EXCEPTIONS.. ..20
RSG
BETTER COMMUNITIES.

BOLDER FUTURES.

September 29, 2023 Via Hand Delivery
Hannah Tamaddon, Management Analyst
City of Laguna Niguel
30111 Crown Valley Parkway
Laguna Niguel, CA 92677

STATEMENT OF QUALIFICATIONS FOR ON-CALL HOUSING CONSULTING SERVICES, ON-

CALL SUPPLEMENTAL PLANNING STAFF SERVICES, AND ON-CALL WEED ABATEMENT

SERVICES
RSG, Inc. ("RSG") is pleased to present this Statement of Qualifications ("SOQ") to the City of Laguna Niguel ('City") in response to the Request for Qualifications ("RFO") for On-Call Housing Consulting Services, On-Call Supplemental Planning Staff Services, and On-Call Weed Abatement Services released on August 30, 2023. RSG is interested and committed to provide services for the On-Call Housing Consulting Services portion.

We understand that regulatory compliance, desk or onsite monitoring, and reporting are critical aspects of housing responsibilities. Our redevelopment agency roots have positioned our team well to address regulatory compliance, desk or onsite monitoring, and compliance reporting needs. Understanding this work can be burdensome, time-consuming, and complex. RSG works closely with a range of housing successor agencies, housing authorities, cities, and property management firms to ensure that their compliance monitoring requirements are met each year. We currently provide compliance monitoring services for 212 affordable housing projects consisting of 10,681 affordable units.

RSG also offers expertise in every aspect of the development and administration of affordable housing programs and projects. We have substantial experience in formulating viable affordable housing implementation strategies, including technical reviews, financial deal structuring, developer negotiations, and implementation programs and projects using multiple funding sources. We work closely with public agency staff to formulate precise, accurate, and project-specific solutions and analyses.
a Mart or auroried to seatate contract with the cly and a presented
Sincerely,
RSG, Inc.

Tara E Matthaus
Tara E. Matthews,
Principal
170 Eucalyptus Ave. Suite 200
Vista, CA 92084
SAN DIEGO LOS ANGELES OAKLAND . CORONA
170 Eucalyptus Ave, Suite 200, Vista, CA 92084 | 714.541.4585 | webrsg.com 1 BRIEF DESCRIPTION OF FIRM

RSG PROFILE
RSG, Inc. is a Subchapter "S" Corporation. Founded in 1979, the firm is currently managed by active Principals Jim Simon and Tara Matthews and has a staff of 30 employees. RSG's corporate address is in Vista, California, and at the beginning of next year, we will be opening four hubs in California (San Diego, Los Angeles, Oakland, and Corona) where we will be collaborating periodically as a team.

RSG is a creatively charged consultant to California public agencies. We collaborate with the people responsible for creating vibrant places to accomplish their goals. The inspired leaders at RSG create stronger communities capable of achieving bolder futures by bringing more than four decades of native knowledge to each engagement. As diverse as the agencies we work with, our services span real estate, economic development, fiscal health, and housing initiatives.

For over 40 years, RSG has been recognized as a leading community development consulting firm providing value-added services to clients on a wide variety of engagements. Our firm has experience advising on and implementing affordable housing underwriting services, reviewing pro formas, negotiating with developers, crafting development strategies, projecting impacts and benefits, soliciting proposals, and making recommendations for sound financial policy.

Our services range from identifying customized development strategies, property assembly needs, disposition alternatives, and evaluating financial feasibility, to managing project implementation, analyzing financing, and executing a final disposition strategy. Through all this experience, RSG has earned a reputation as a trusted advisor to over 200 public agencies as well as private property owners, investors, and developers.

RSG's federal taxpayer identification number is 95-343-5849 and state taxpayer identification number is 27600915. RSG is also a State certified Small Business Enterprise (SBE - 2006876 DGS).

Mission Statement
RSG creates solutions to enhance communities' physical, economic, and social future.

Core Values
Our core values define who we are as people and the standards by which we provide services to our clients. At RSG, we:

OUR 1 2 3 4 5

CORE RELATIONSHIPS OPPORTUNITIES DETERMINATION INVEST VALUE WISDOM Craft Sincere Only Ser Are Driven by Invest in Value the Wisdom VALUES of our Client
Relationships Joportunitie: Determination Ourselves
Our Culture
We create an environment where all our employees are encouraged to collaborate. On a weekly basis, we conduct a roundtable where staff shares what they are working on and seeks input from others in the firm. When you hire one RSG employee, you get the entire firm's commitment to ensuring that your engagement is the best that it can be. We have a unique set of individuals that have all come together with the unifying vision of helping communities reach their goals and explore their potential. Our culture is the heartbeat of our organization. We conduct our engagements with an attitude and professionalism that reflects our Core Values, and we are proud of it!
RSG, INC.

PRINCIPALS

MARK SAWICKI SUZY KIM JOMINIQUE CLARK KEVIN HAM DENA FUENTES

IRECTOR OF CONSULTING ECTOR OF CONSULTIN ECTOR OF CONSULTING ECTOR OF CONSULTINC RECTOR OF CONSULTING

SERVICES ERVICE SERVICES SERVICES SERVICES

ALEX LAWRENCE ROSA ROMERO

SENIOR ASSOCIATE SENIOR ASSOCIATE

DAWNA MORSE SARA COURT

ASSOCIATE ASSOCIATE

WESLEY SMITH MONROE ROUSH AMANTHA WU ROSE

SENIOR ANALYST SENIOR ANALYST SENIOR ANALYST

JENNY BENITEZ BRICE WILDEMUTH ETHAN AZAD IAN GLICKMAN

ANALYST ANALYST ANALYST ANALYST

EDDIE FLORES JASMINE LAM JOSHUA LEWIS JENNY HERNANDEZ

RESEARCH ASSISTANT RESEARCH ASSISTANT RESEARCH ASSISTANT RESEARCH ASSISTANT

CRYSTAL MATTINGLY DIANNA DUNNE-VECCHIO KADY WILLIAMS SONIA OCHOA

BUSINESS ADMINISTRATOR CONTENT WRITER AND BUSINESS OFFICE EXECUTIVE ASSISTANT

MARKETING MANAGER COORDINATOR
3 RELEVANT EXPERIENCE
At RSG, we believe housing is a basic human right and the foundation of a stable and successful community. We are passionate about creating opportunities for residents to live in housing they can afford, helping to provide the necessary platform to nurture and protect quality of life for all residents. RSG understands the critical role that housing and in particular, affordable housing, for all income levels plays. Affordable housing is the key to providing residents with the income to support other needs and stimulate economic development in their communities, allowing children a safe place to return to after school and a greater chance of attaining educational success, and allowing individuals a place to call home and recharge after work. Without an adequate supply of affordable housing, communities are deprived of the opportunity to thrive and issues like homelessness, overcrowding, and economic decline can take hold We see our role as technicians, advisors, and extensions of staff to local governments and developers, sharing a common vision of producing and maintaining healthy and affordable housing in communities. As practitioners, we know firsthand that there is no one-size-fits-all solution to California's housing crisis and are ready to dig in and help our clients find solutions that work best for them. RSG's housing clients have included cities, counties, housing successor agencies, housing authorities, and developers. We have experience working in coastal communities, major cities, urban areas, Central Valley agricultural communities, islands, and rural areas from Southern to Northern California. We are adept at brainstorming and developing strategies and programs, implementing and overseeing affordable housing programs and developments, performing complex affordable housing underwriting, identifying gap financing resources, and ensuring compliance with State and Federal guidelines.

We are not only consultants in the field, but leaders in the industry as well. As active policy committee members of the San Diego Housing Federation and the Non-Profit Housing Association of Northern California, we give a voice to the challenges our clients and communities face in California by influencing legislative initiatives. We collaborate with industry leaders, other consulting firms, and community stakeholders throughout the state to share local success stories, build capacity and broader successes in the state, and remove impediments to communities' ability to reach housing goals. Like you, we hope to solve the housing crisis in California and live in communities where all populations are adequately served and housed. We know there is a ton of work to do and here at RSG we are ready to roll-up our sleeves up and get Creating and Achieving Strategic Planning Goals
Affordable housing can uplift and transform a community not only through elevating residents' quality of life, but also, increasing diversity, improving neighboring property values, and attracting more businesses and jobs. Understanding community needs and the role strategic planning plays is a key step in advancing the development of affordable housing. RSG evaluates community needs by understanding State and Federal housing goals and requirements, evaluating local housing element goals and RHNA requirements, evaluating local market opportunities and constraints, assessing local community demand and demographics, and understanding local politics and staffing resources.

RSG fully understands the nuances involved in developing both short- and long-term affordable housing strategies and market studies. We help our clients identify appropriate development programming alternatives, explore policy implementation, and identify available financial and real property resources to help reach goals. We work closely with our clients to formulate precise, accurate, and project-specific solutions and analyses.

Affordable Housing Underwriting and Gap Financing Resources Developing affordable housing is more of an art than a science and each project comes with its own unique issues to ensure that gap financing is secured. We work behind the scenes to help our clients navigate through the complex task of developing affordable housing. RSG advises on 4 crafting appropriate development programs, including funding assistance strategies that balance the developer and community's interests. Development programming evaluations are performed to identify financially feasible opportunities and examine alternatives that will result in projects having long-term economic viability while fulfilling the community's development goals and objectives. Based on our long-standing relationships with California's community development field, we can identify and facilitate meetings with the affordable housing community to assist in project financing.
sources, such as HOME, CDBG, PHC, NSP, HOPE VI, MHP, AHP, and inclusionary housing in-lieu fees, as well as other resources. We guide our clients through the financing process to best leverage local public financial assistance.

Real Estate Development Programming and Transaction Structuring Nothing substitutes for knowledge, creativity, and experience when negotiating agreements for affordable housing transactions. In-depth knowledge of applicable laws and regulations, including requirements under the Government Code and other state and federal real estate regulations, coupled with broad experience in preparing development agreements are essential to bringing a project to life. RSG has assisted clients in programming analyses, assembling sites, relocating residents, soliciting developer proposals, and negotiating and drafting disposition agreements. Our staff is well versed in navigating the landscape of real estate in the sphere of affordable housing and we possess the insight and expertise required to help our clients make informed decisions and execute transactions with certainty.

Rent Stabilization and Tenant Protection Program Design and Implementation As housing affordability continues to slip further away from many Californians, local jurisdictions are looking at ways to help protect their most vulnerable populations and ensure that renters remain housed without steep rental increases and unfair evictions. RSG helps our clients implement, evaluate, and revise ordinances for effective outcomes. We accomplish this through . engaging the community, preparing informational materials, processing petitions and rent increase calculations, preparing reports for decision makers, conducting hearings, and evaluating the efficacy of existing ordinances.

We have hands-on experience in the administration of rent stabilization and tenant protection programs for all applicable rental units and mobile home parks. Each jurisdiction has specific nuances within their ordinances and RSG is skilled at navigating these to ensure smooth implementation. A key to successful implementation is ensuring neutrality in the process, building off of our in-depth experience in advising both residents and landlords.

Program Administration
Affordable housing helps to support the physical, mental, and social well-being of residents and therefore, residents often look to their communities for local support to secure, maintain, and provide affordable housing. RSG is well versed in developing and facilitating affordable housing programs, having assisted many communities with establishing rehabilitation loan programs and first-time homebuyer programs. We work with our clients to tailor programs to the specific needs of the community and identify financial resources to fund such programs.

We monitor and track available funding sources that could be resources to local communities to ensure that we always keep a pulse on the industry. Our team is proficient in working with lenders to ensure homebuyer eligibility and working collaboratively to execute loan documents. Our services span from program design to program implementation. We work closely with our clients to help formulate programs and processes that best fit the overall housing needs of their communities.
5 State and Federal Regulatory Compliance
We understand that regulatory compliance and reporting is a critical aspect of a local government's housing responsibilities. Our redevelopment agency roots have positioned our team well to address regulatory compliance and reporting needs. Understanding this work can be burdensome, time-consuming, and complex for some communities, RSG works closely with our clients to ensure that all annual reporting for Housing Successor Agencies, Housing Authorities, and Cities is completed each year. As the State legislature continues to tighten up on local government housing production and compliance with annual reporting and regulatory compliance, it is imperative that reports accurately reflect community progress towards meeting housing goals.

We have hands-on experience in the administration of public agencies' affordable housing activities for multi-family rental projects and homebuyer assistance programs. RSG ensures that program and project operations are consistent with an applicable bond or other applicable financing provisions, including oversight of a project's financial status, tenant income recertifications, and affordability requirements, together with annual compliance monitoring and regulatory reporting. Additionally, our familiarity and experience with federal regulations positions us to successfully provide services to administer program compliance with the U.S.

Treasury's American Rescue Plan Act, Community Development Block Grant and other State and Federal grant programs. We understand the importance of these reporting tools and assist our ready and off any state "naughty list"!
RSG has been in the affordable housing arena for over 40 years and intimately understands what it takes to see a project come to fruition and maintain affordability. Aside from our in-depth experience in multiple facets of affordable housing, we see providing housing services as an opportunity to embrace, inspire, and create the changes so desperately needed and deserved in communities all across the state. To put it simply, we are passionate about affordable housing! Additional Housing Consulting Services
RSG is highly experienced in providing additional direct and indirect staffing and housing consulting services for the following:
• Down Payment Assistance Programs
• Relocation Assistance and Monitoring
• Major and Minor Housing Rehabilitation Programs
• Preparing Local, County, State, and Federal Reports
• Rental Calculations, Income Limit Verification

PROJECT MANAGEMENT TEAM
RSG dedicates a Principal to each project assignment and creates a core group of project managers and staff who work on the individual assignments on a consistent basis throughout all stages of the contract engagement. Our staff is focused, committed, and passionate about the work we do. We conduct our engagements around our Core Values and are proud of it. We pride ourselves on our ability to appropriately allocate our time and resources to ensure that a project is completed on time and within budget.

Quality control at RSG is an ongoing activity comprised of a proactive staff mentoring and training regiment, as well as a defined set of tools that guide us through our contract engagements. RSG has developed a professional development program designed to bring all RSG staff members to a high level of professionalism. The Principals and senior staff are involved in a hands-on capacity throughout a project to ensure timely delivery and quality of all consulting This engagement will be led by Tara Matthews, Principal-in-Charge. Tara will be supported by Senior Associates Rosa Romero and Alexandra Lawrence.

Please see below for a brief narrative about the key personnel assigned to the engagement.

Resumes may be found at webrsg.com/meet-team/. RSG understands key staff substitution will be allowed only after prior written consent of the City. RSG will not be contracting any subconsultants for this engagement.

Tara Matthews, Principal, will be Principal-In-Charge overseeing all aspects of this engagement.

Tara has been primarily responsible for managing RSG's housing engagements during the last 12 years. She is a respected housing expert with nearly 20 years of experience focused primarily on all aspects of affordable housing. Tara has completed similar assignments for numerous communities throughout the state including, but not limited to, San Diego and Orange Counties, as well as the cities of Stanton, Lake Forest, El Cajon, Merced, Murrieta, Pinole, San Carlos, Tulare and Agoura Hills. Tara is also a San Diego Housing Federation Policy Committee member and has been a speaker at their annual conference.

Rosa Romero, Senior Associate, has 20 years of experience in real estate and affordable housing and heads RSG's compliance monitoring portfolio which includes over 10,000 units we prepare annual reports consistent with the underlying affordable housing regulatory agreements. Before joining RSG, Rosa was a Senior Loan Processor responsible for pre-underwriting loans and prepared legal documents for single-family and multi-family transactions. Rosa is a compliance specialist with projects funded with HUD, HOME, Low & Moderate, and Bond. She's certified as an Occupancy Specialist with knowledge of HUD funded project sites, a Blended Occupancy Specialist for multi-funded layered project sites, and a Tax Credit Specialist. She oversees the compliance monitoring efforts with many City and Agency assisted multi-family projects in California.

Alexandra Lawrence, Senior Associate, has a background in affordable housing, real estate, and economic development. Alex annually prepares Housing Authority and Housing Successor Compliance Reports for multiple cities, including the cities of Murrieta, El Monte, South Gate, and Avalon to ensure compliance with housing regulations. She also regularly conducts housing market analyses, prepares and reviews development pro formas, prepares developer solicitations, purchase and sale agreements, and disposition and development agreements. 7 DETAILED WORK PLAN
RSG staff would undertake the following approach to each item in the scope of services detailed in the RFQ.

1. Review and evaluate current City affordable housing agreements in place for existing residential developments.

For the affordable rental projects, RSG will review all applicable controlling agreements for each affordable project and provide a summary sheet form that identifies the compliance monitoring requirements. This includes the summary requirements that are part of the annual compliance report. In addition, RSG identifies how each program differs in the tenant income and asset documentation required and frequency with which such documentation must be collected from For any homeownership monitoring or homeowner program administration. RSG will review controlling agreements as needed to analyze conditions, terms, covenants, and affordable housing restrictions. If needed, RSG will negotiate financial deal points to be included in any agreement between a developer and the City. To ensure consistency between agreed upon deal points and documents, RSG will review and provide comments on any agreements.

2. Create annual income, rent limit, and utility allowance charts for residential developments with City affordable housing agreements.

Based on the affordable project's controlling agreement. RSG would identify the funding source and corresponding Area Median Income (such as HCD, HUD, HOME, TCAC etc.) to create the income and rent limit chart. This would include identifying the proper rent calculation pursuant to the Area Median Income and or Income level. Additionally, RSG would identify the projects utility allowance chart and apply the deduction amount to gross rent in accordance with the bedroom size. If needed, the income and rent limit chart would list all sources to create the chart, Annually the chart would be distributed to the City and all property owners listed on the portfolio, or as needed.

3. Collect various monitoring documents and certifications from the owner/manager for each residential development with a City affordable housing agreement. This documentation includes collecting current tenant data for each restricted unit from each project's property manager or owner for all tenants occupying restricted units. Information shall include but is not limited to: unit address, rental unit number, if a unit is fixed or floating, tenant name, lease date, rent increases, move-in and move-out date, tenant household composition (names, ages, occupations of all household members, ethnicity and gender of each head of household), household income/assets, maximum rent, rent paid, applicable deductions, utility allowance (basic and energy efficient), and whether the unit receives Section 8 voucher assistance and the amount of the housing assistance payment.

RSG would ensure compliance pursuant to related Federal and State regulations, The following tasks would be included in collecting various documents:

1. Ensure the annual tenant income certifications accurately report the supported tenant income and asset source documentation, rent amount, utility allowance, subsidy assistance (if applicable), a name list of household members, tenant signatures (age 18 and over), manager signature with effective dates, and project information.

2. Draft notice of compliance monitoring to each corresponding project, requesting documents needed to initiate the audit of annual reporting and tenant income 8 certification. RSG can set up a secure OneDrive link for each project to maintain the privacy of all submitted documents.

3. Collect various monitoring documents and certifications from the owner/manager of the projects to update compliance documents. Such as Certificate of Continuing Program Compliance and Occupancy Summary Report. The documentation includes collecting current tenant data for each restricted unit from the property manager or owner of each project for all tenants occupying restricted units. Information to be tracked shall include but is not limited to: unit address, rental unit number, if unit is fixed or floating, tenant name, lease date, rent increases, move-in and move-out date, tenant household composition (names, occupations of all household members), household income/assets, maximum rent, rent paid, applicable deductions, utility allowance (basic and energy efficient), and whether the unit receives Section 8 voucher assistance and the amount of the housing assistance payment.

4. Analyze the annual report documentation provided by the project owner or manager. RSO sets-up for each project an analysis template that builds on the compliance requirements based on the agreement's unit set-asides, tenant income and rent limit requirements.

RSG analysis is foundational to determine the compliance for each unit and identifies any potential finding that would need to be addressed by the project owner or manager.

5. Key Findings and Clearance period, RSG can provide technical assistance including, but not limited to, assistance remediating findings of noncompliance. Provide customer service to the project owner and or manager by establishing and maintaining a good working relationship and provide explanations as needed.

6. Complete a final close out report for each project, which includes the overall agreement requirements, file or desk audit results, income and rent analysis and final findings (if applicable) and recommendations.

4. Accurately apply various affordable housing program regulations and requirements to determine whether a project complies with controlling agreements/restrictions.

RSG would accurately apply various affordable housing program regulations and requirements to determine if a project complies. RSG identifies how each program differs in the income documentation required and the frequency with which such documentation must be collected from tenants. In addition, multi-family housing revenue bond projects must be reviewed for compliance with restrictions established by the Internal Revenue Service (IRS).

5. Maintain updated electronic files for each monitored project to document and track compliance status. Issue Notices (i.e., Reminder Notices, Late Notices, Non-Compliant Notices, miscellaneous program correspondence, and track notices sent).

RSG can utilize existing monitoring spreadsheets and matrices to identify compliance monitoring requirements of the City's funded affordable housing units and to plan the monitoring activities associated with the past program years.

RSG can also as needed, modify the existing project matrices that include project contact information, milestones of data collected, schedule of monitoring, and comments on the compliance status of each project. RSG strives to systemize the monitoring data to track and communicate effectively with all parties involved. The matrix can also serve as a project update to the City.
9 RSG can also prepare a database to track and organize all the homeownership or rental units that are being monitored. The database would include columns such as:
• Homeowner/tenant name
• Property address
• Qualified AMI
• Document form names (corresponding to the monitoring) • Dates of mailed forms, data collected, completed forms and confirmation of close out • Compliance status
• Other activities corresponding to the controlling agreement RSG would be responsible for printing and mailing the Notices and miscellaneous program correspondence and collecting responses.

6. Provide customer service to property owners and managers by establishing and maintaining a good working relationship and providing training as needed.

With our decades of experience in compliance monitoring, we have fostered relationships with developers and property managers. We have conducted workshops and trainings for other jurisdictions and property managers by providing guidance on the process and procedure to complete annual tenant income certifications and describe the overall review, including the determination of compliance with the files reviewed, including an overall assessment of compliance for the project's annual report to ensure that the data reported corresponds with the files provided. We also prepare training manuals for use by future City staff to use for program implementation.

7. Provide the City with a status and compliance report and backup documentation (i.e., Certificate of Continuing Program Compliance or Occupancy Summary Report) for all projects monitored for the previous month.

RSG would provide the City with a monthly status and compliance report and back-up documentation (i.e. Certificate of Continuing Program Compliance, Occupancy Summary Report, and Project Status Report). Monthly reports will also include year-to-date information on monitored projects. At the close of the monitoring, RSG would complete a final close-out report for each project, which includes the overall agreement requirements, file or desk audit results, income and rent analysis, and final findings (if applicable) and recommendations.

8. Provide income certification and approval of tenants upon move-in. Review results would be provided to the property owner/manager and the City upon completion.

RSG can work with the property managers or owners to assist with tenant file eligibility based on the project controlling agreement. The review would be consistent with the resident criteria and checklist requirements provided by the site. This would include tenant documentation for eligibility for any new move-in or recertifying households. Each document is evaluated, as well as the household's annual gross income and any income from assets through statement verification, including accurately calculating income and gross rent and identifying applicable utility allowances for new and recertifying tenants of restricted units. RSG would also check that all required forms are included in the review package. RSG can work with the property managers or owner to ensure all required documents are accurate and will request any changes as needed for corrective documentation.
10 9. Work with City staff to develop and implement guidelines and processes sale of affordable housing. This would include working with developers, lenders, and the City in providing the necessary affordable housing agreements) and working with potential homeowners in their qualification and understanding of the restrictions and terms of any assistance provided by RSG staff would develop and undertake the following activities to ensure that 50 prospective homebuyers are eligible to purchase income-restricted units in the Project and that an affordable sales price is established.

1. Program Guidelines: The guidelines would consist of an overview and eligibility requirements that the lender, developer, and prospective buyer would be required to follow. The guidelines would be approximately 1-2 pages and will be circulated to the City and Developer for review and approval prior to finalization. Key information included in the guidelines would be:
a. Eligibility Criteria
b. Property Requirements
c. Down payment information
d. Application Procedure

2. Checklist Form: The checklist form would contain a list of documents, required for submission that the prospective buyer would need to comply with in order to be considered for the eligibility review. At a minimum, the checklist would require an application and a list of source income. The checklist would coincide with the guidelines and procedures.

3. Affordable Sales Price Calculation Worksheet: RSG staff would create a worksheet that would verify household income levels based on the published income limits from the State of California Department of Housing Community Development ("HCD"). Including verification of maximum affordability housing cost amount pursuant to the adjusted family size appropriate for the unit found in Health and Safety Code 50052.5(h).

10. Assist with working with tenants, property owners, and City staff housing authority in a Section 8 conversion context.

RSG can assist the City staff or Housing Authority with eligibility for Section 8 applicants or recertification to ensure the proper qualifications. This task may include contacting tenants or property owners to ensure the application and documentation are complete. RSG may use approved forms supplied by City staff or the Housing Authority. 1l. Research and provide information regarding the use of City funds to provide home rehabilitation of existing homes. Assist with developing the guidelines and working with homeowners, contractors, and building department staff. • Create Program Procedures and Parameters - RSG will work with staff and legal counsel to create procedures and parameters for the Program including:
• Application form and procedures
• Income guidelines and eligibility criteria
• Eligible rehabilitation improvements (capital improvements, etc.) • Required documentation to verify incomes and the cost and scope of improvements
• Letter templates to approve and deny loans
11 • Loan terms (forgivable loan as long as terms are met) • Loan document templates
• Affordability covenant template
Affordability covenants must be recorded on any housing units assisted by bond proceeds restricting units to low and moderate income households for at least 45 years (for ownership housing) or 55 years (for rental housing). Program loans must be forgivable because the City cannot receive loan payments without violating the bond's tax-exempt requirements. RSG recommends issuing loans instead of grants to compel loan recipients to comply with affordability restrictions. If the properties do not comply with affordability requirements, the loan would need to be repaid. Repayments would be reinvested into a new Program loan.

The City would be responsible for marketing the Program and soliciting applications. • Verify Applicant Eligibility - RSG will review applications and backup data to ensure they are complete and documentation is valid. Once an application is deemed complete, RSO will determine the applicant's eligibility regarding income qualification and other eligibility criteria detailed in the Program requirements. If an applicant meets the initial requirements, RSG will prepare a pre-approval letter on behalf of the City. • Execute Loan Documents - Once pre-approved, the applicant will be required to submit quotes and/or invoices to verify the scope of rehabilitation. RSG will issue a final approval letter and coordinate with staff to issue a check or bank transfer for the loan. RSG will work with City staff to determine if vendors can be paid directly or if the applicant will be reimbursed; the City might consider creating an approved vendor list. The City could require the applicant to submit proof of payment to vendors or an invoice to ensure rehabilitation is completed as planned
RSG will prepare all loan documents and affordability covenants for the borrower and City to execute. The City will be responsible to finalizing and recording loan documents and covenants.

12. Assist City staff in the design and implementation of a first-time homebuyer program.

RSG loan processing procedures are designed to coincide with the standard mortgage loan processing and underwriting procedures that are in place for most mortgage lending institutions.

RSG will oversee package submission from participating lenders and work with the applicant and Participating Lender to collect necessary income and credit information. We will conduct a complete assessment of the application and backup data to ensure it is complete and documentation is valid. Once the application is deemed complete, RSG will determine the applicant's eligibility regarding income qualification, debt to income ratio, proposed financing, and other eligibility criteria detailed in the Program requirements. If an applicant meets the initial requirements, RSG will prepare a pre-approval letter on behalf of the City.

The main tasks will include the following:
• Determining eligibility for prospective homebuyers purchasing deed affordable units. • Working with City, homebuyer, escrow company, and developer, if necessary, on processing required forms for each purchase.
12 • Working with City, homebuyer/seller, and escrow company on the resale of affordable units and processing of required forms for any resale to affordable buyers. • Process forms for subordination, payoffs and reconveyances. • Verify compliance of all affordable unit owners via annual recertifications.

13. Meet with potential developers or nonprofit agencies to determine assistance options, guidelines, and restrictions for a first-time home purchase program. Once program guidelines are in place, perform initial qualification of potential buyers, escrow/title activities, and coordination.

RSG can meet with the lender, developers or non-profit agencies to go over the program guidelines and checklist requirements. This step will ensure a good understanding of the loan program and a smooth file submission.

Once a potential first-time homebuyer finds a home that meets the pre-approval and City's program requirements, RSG will review the complete file submitted by the participating party.

RSG would process applications, including preparation and processing of all loan documents, verifying homebuyer eligibility, issuing approval letter for eligible applicants, preparation of lender instructions, review of all loan packages and signing of documents, and monitoring of closing and recording. RSG would work closely with the participating lender, applicant, and escrow agent to ensure a fluid and efficient process. The flow of this task will goes as follow:

RSG receives funding request with transaction details and updated loan package (as necessary) from Participating Lender for previously pre-approved borrower via secured email.

2. RSG confirms borrower eligibility and sends approval letter based on updated information from step 1. Turn around approximately 7-10 days from date of complete loan package.

3. RSG will create closing and loan documents to be sent to participating lender and escrow agent.

4. RSG to send all closing and loan documents to participating lender and escrow agent within approximately 48 hours from request.

5. RSG will coordinate with participating lender and escrow agent, as necessary, to ensure timely closing.

14. Research and guidance on any inclusionary components in rental developments. Assist with developing the guidelines and working with property management and tenants to maintain the compliance of these units.

It is our understanding that the affordable housing properties funded with LMIHAF and Inclusionary also require compliance monitoring. This includes annual report data requests, electronic tenant file review, data analysis of unit set-aside (Area Median Income) tenant income and rent limit review, on-site monitoring including physical inspections and corresponding with the property management or ownership of each property. RSG will review the City's Fact sheets to confirm compliance against each property monitored.

15. Work with City staff in the purchase of affordable housing and assist with the process of developing the guidelines and working with homeowners/tenants.

In our real estate acquisition services, we employ a systematic approach to the collection of data and review of materials to ensure the completeness of our investigations, as well as to provide a clear delineation and documentation of all steps undertaken and correspondence related to each transaction throughout the process in accordance with federal and state regulations and 13 guidelines. The methodologies employed reflect industry best practices for obtaining relevant and complete information, providing comprehensive reviews, and documenting all data, materials and findings in a timely manner to ensure the acquisition process goes forward expeditiously and unimpeded by circumstances within our control. Additionally, our communication and people skills enable us to communicate in a clear and uncomplicated manner to public agency staff and property owners, business owners, residents, and tenants. Our goal is to achieve a mutually-agreeable negotiated settlement.

Our broad real estate experience enables us to effectively enlist and coordinate the related services of appraisers and escrow agents. In addition, our public agency consulting, strategic planning, financial analysis, and project management expertise allows us to coordinate with multiple public agencies and other consultants, and to prepare detailed analyses related to site selection, alternate route identification, and cost evaluations. The following outlines our approach and methodology for real estate acquisition services.

RSG's acquisition services start with a clear delineation and understanding of the client goals and objectives for each property acquisition to be undertaken. Based on the foregoing, opportunities and constraints or limitations are evaluated and reviewed with City staff. This serves as a basis for initiating the acquisition process as discussed below.
• Program Guidelines: The guidelines would consist of an overview and eligibility requirements that all parties would be required to follow. The guidelines would be approximately 1-2 pages and will be circulated to the City and homeowners/tenants for review and approval prior to finalization. Key information included in the guidelines would be:
• Eligibility Criteria
• Property Requirements
• Down payment information
• Application Procedure
• Data Collection - Relevant information gathering starts with contacting individual property owners to identify the agency's interest in acquiring property, which we believe to be critically important as the first opportunity to establish a personalized relationship and serve to lessen or mitigate apprehensions of property owners, while obtaining authorization to appraise the property. Coordination of the preparation of property appraisals, title reports, site investigations, valuation estimates, and related materials must then be initiated in a timely manner to ensure expediency and completeness in going forward with the acquisition process.
• Data Review and Evaluation - RSG will perform a thorough review and evaluation of the collected data and related materials for completeness, identifying any deficiencies or anomalies that may require further investigation. RSG will review appraisals to determine compensable items and compare those items with a fee appraisal to prevent valuation overlaps. RSG will also review any market studies, pro formas, zoning and entitlement information, proposed financing structure, and any other relevant material. • Data Summation - A detailed summary report of all the relevant data and analyses will be prepared by RSG to identify all property ownership interests and related factors, including identification of all of the property interest to be acquired and the established fair market value for such interests) that are to be taken under consideration in the acquisition negotiations
14 EXPERIENCE RELATIVE TO CITY NEEDS
The following lists RSG's recently completed services similar to those identified in the RFQ that provide an overview of the services we are capable of offering.

RSG is pleased that we have been under contract with the City for On-Call Housing Consulting Services since February 2020.

AFFORDABLE HOUSING TECHNICAL REVIEW SERVICES - CITY OF EL CAJON (HOUSING SUCCESSOR AGENCY)
RSG has had an on-call affordable housing consulting contract with the City of El Cajon since 2018. Under this contract we have assisted with the following:
• First-Time Homebuyer Program Administration - RSG is involved with the administration of the City of El Cajon's First-Time Homebuyer Program. In this role, RSG pre-underwrites loans based on the borrower's income and asset eligibility for the approval of maximum purchase price, including the ratio determination of housing and income. The program guidelines are carefully reviewed based on funding sources for state or federal requirements. The FTHB utilizes a combination of funding with HOME, CALHOME, and LMIHAF for the borrower's eligibility review. Once the applicant locates a property RSG coordinates with the City to issue tentative loan commitment approval to ensure the borrower can gather the City required documents. RSG also assisted the City with the preparation of loan documents and coordinated the closing of escrow (or transaction) with the mortgage lenders, escrow office and title company. • Lexington Avenue Resyndication - RSG evaluated a proposal from a developer to acquire the leasehold interest in the Lexington Avenue Senior Apartments to identify potential fiscal and regulatory impacts. As part of the process, RSG examined the project underwriting and proposed purchase price to ensure that it was economically feasible and met legal requirements. As part of this process, RSG evaluated cost estimate reasonableness, determined the financial feasibility and if gap financing was warranted prepared a modeling pro forma, reviewed tax credit and other funding source market conditions, and prepared a 55-year cash flow projection. We then summarized our findings to note key proposal terms, strengths and weaknesses, and need for gap financing.
• Annual Compliance Reporting - As City Staff prepares SB34] and Housing Authority reports, RSG provides advisory services to ensure that Housing Successor funds are spent in compliance with legal requirements. We advise the City on the accurate reporting of financial data provided by staff, including data about the balance, deposits, and expenditures pertaining to the Low- and Moderate-Income Housing Asset Fund, along with information about assets reported on the Housing Assets Transfer form. Each complete report is completed annually on activities during the fiscal year. • Compliance Monitoring - RSG assisted staff with conducting remote desk monitoring for the City of El Cajon's affordable housing projects. The services consist of initiating the monitoring with the developer/property manager by making contact and drafting notification. Gathering documents to analyze occupancy status report, rent rolls, and reviewing tenant files. Coordinating with property managers on clarifying data and issuing a summarized final report of the monitoring for each affordable project, including 15 findings and recommendations. RSG also assisted with creating income and rent limit charts according to the funding source of each project.

Contact: Jose Dorado, Housing Manager
619.441.1786 / [email protected]

AFFORDABLE HOUSING (PROCEDURES, HOUSING SUCCESSOR ANNUAL

REPORTING, AND PROJECT IMPLEMENTATION) - ORANGE COUNTY COMMUNITY

RESOURCES
Since 2015, RSG has provided on-call housing consulting services to Orange County Community Resources for a wide variety of housing programs and projects. Our services have included:
• Policies and Procedures Manuals - RSG prepared policy and procedure manuals for the County's CDBG, HOME CoC, and ESG programs as well as for their Affordable Housing Compliance Monitoring at properties assisted by the County. The manuals were written broadly enough to ensure compliance with federal requirements while giving staff flexibility to change internal procedures without a need to constantly revise their policies and procedures. RSG continues to work with the City to routinely update the manuals in order to ensure compliance.
• SB 341 Reporting - RSG prepares the annual Housing Successor Agency expenditure report for the County (as well as several other RSG clients). As part of this work, RSG is proactive to engage our clients in the identification of issues and opportunities for investment to maximize the use of these resources. In this capacity, we have helped the County identify additional funding that was included in their most recent Permanent Supportive Housing NOFA. We also identify and track the use of the County's HOME funds to ensure they are leveraging funds and meeting legal requirements. • HOME Compliance - RSG routinely identifies and tracks the use of the County's HOME funds to ensure they are leveraging funds and meeting legal requirements. Activities include conducting a Subsidy Layering Review that includes:
• Reviewing the developer's development pro forma to determine the reasonableness of estimated development costs, revenue assumptions and proposed financing structure, including, but not limited to, the potential for receiving HOME funds.
• Preparing a memorandum detailing our findings and recommendations regarding the economic feasibility of the proposed development, as well as whether the total requested amount of program funding and other governmental assistance exceeds the amount necessary to make the project feasible due to the unreasonableness of the costs and/or projected rate of return. • RSG also conducts a Neighborhoods Standard Review that includes:
• Researching and determining if the Project site is of adequate size, exposure, and contour to the proposed development, has adequate utilities, and not in an area of minority concentration.
• Agreement Preparation - The County also requested that RSG serve as a project coordinator on multiple projects wherein we were responsible for the preparation and oversight of controlling documents. We were responsible for working with legal counsel 16 and coordinating with the entire development team to prepare project closing documents.
• Legislative Monitoring - RSG provides the County with frequent legislative updates regarding matters that may affect them. It is common that we are asked to research or provide input on how legislative matters may impact the work the County does. We most recently advised them on Opportunity Zones.
• Emergency Rental Assistance Program Evaluation - RSG drafted a memo detailing the evaluation of funding sources for emergency rental assistance payment programs derived by the federal Coronavirus Aid, Relief and Economic Security Act ("CARES Act") and from the federal Consolidated Appropriations Act of 2021 ("CAA"). Both funding sources aim to provide financial assistance to tenants who, as a result of the financial hardships caused by the coronavirus ("COVID-19"), are struggling to meet their monthly rental obligations.

The memo detailed a comparative analysis of the requirements and intent of both emergency rental assistance payment programs. Specifically, RSG evaluated the allocated funding amounts, targeted population, eligibility requirements, application process and weighted in on the advantages and disadvantages for each funding program. • Compliance Monitoring - RSG partnered with the County of Orange to structure, streamline, and implement procedures for their affordable housing compliance monitoring portfolio. Services included:
• Reviewing and summarizing each project's controlling agreement. • Detailing affordability restrictions, funding source amounts, and documentation requirements.
• Creating a manageable database that details project information and tracks compliance data, including inspection dates, annual and quarterly compliance reporting, project contact information, and affordability requirements. • Training staff on policies and procedures as it relates to compliance monitoring.

In addition to setting up the compliance structure, RSG assisted with compliance monitoring coordination activities. Services included:
• Scheduling on-site monitoring visits.
• Conducting file audit reviews.
• Analyzing income-restricted reporting data.
• Reviewing certificates of compliance to confirm correct set-asides for all income level limits.
• Collecting management plans.
• Residual Receipt Analysis - RSG provided financial audit services to ensure compliance pursuant to related affordable housing agreements and loan documentation. The audits focused primarily on the review of financial statements and the creation of a cash flow analysis to determine residual receipt revenue for each project. Any variances between the property owner's calculation and RSG's was discussed between all relevant parties. • Relocation Oversight - RSG provided oversight on the draft Relocation Plan prepared by Overland, Pacific, and Cutler, LLC. for Jamboree Housing Corporation's plans to 17 rehabilitate the 60-room Tahiti Motel in Stanton, California. RSG reviewed and analyzed Notices to Vacate ("NTV"), Notices of Eviction ("NOE"), and a Notice of Ineligibility ("NOI") to ensure they met the requirements of California Relocation Law (Government Code Section 7260 et. seq.), Relocation Guidelines (Title 25, California Code of Regulations Section 6000, et. seq), and the Federal Uniform Relocation Assistance and Real Property Acquisition Policies Act ("URA"). RSG also verified Rental Assistance Payment ("RAP") calculations and identified areas in the plan that required follow up.

Finally, RSG was tasked with training staff to take on all monitoring activities and ensure they were properly qualified in the field of compliance review and residual receipts, all while formulating knowledge of policy and procedures with a monitoring manual, previously authored by RSG.

Contact: Julia Bidwell, Director of Housing & Community Development 714.480.2991 /[email protected]

HOUSING PROGRAM ADMINISTRATIVE SERVICES - CITY OF MURRIETA Murrieta's Housing Authority originally retained RSG's services in 2015 for Housing Program Administrative Services. Since then, we have worked on a variety of engagements including:
• Annual Reporting - RSG prepares the annual Housing Successor Agency expenditure report, Housing Element Annual Progress Report, and the Housing Authority Annual Report for the City (as well as several other RSG clients). As part of this work, RSG identified opportunities to leverage funds and housing properties for affordable housing development in the community. Additionally, our report findings included the necessity for the City to adopt the five-year extension set forth under HSC regulations that provides the Housing Authority an extended deadline to develop land obtained through the transfer of housing assets from the former redevelopment agency for affordable housing or sell it within five years. Utilization of the deadline will allow the City to remain compliant with HSC guidelines while they move forward with development activities. • Property Disposition Strategy - RSG crafted a strategy for the disposition or development of the Housing Authority's land assets to meet the extended deadline. RSG evaluated site and community characteristics, market feasibility, and the City's goals and resources, among other factors. Based on RSG's analysis and recommendations, the Housing Authority is proceeding with the sale of two properties and plans to use the proceeds to help develop a third property. The Housing Authority continues to employ RSG to advise on the sale process and to prepare the RFP for property development. • Property Disposition Development - The Housing Authority currently employs RSG to advise on the sale process and affordable housing developer selection for property development. In this capacity, RSG has assisted with the preparation of offering memorandums outlining the client's criteria and desired terms for purposes of dissemination to third parties (developers, interested parties, and any other parties) for the properties. The OM sets forth the process for reviewing offers and selecting potential buyers and provides links to information to encourage buyers to consider making offers RSG has also assisted staff with the preparation of an RFP notifying affordable housing developers of available project funding and properties and selecting a qualified developer.

Monte Vista Resyndication - RSG was retained to evaluate the Developer's request for the Housing Authority to take certain actions to aid in the project refinancing and rehabilitation of the Monte Vista I affordable housing project and to identify potential considerations for the Authority based on existing controlling documents. RSG reviewed both regulatory agreements for the property and lease terms and provided a summary of the terms of the lease with asset strategies aimed to further maximize the benefit to the 18 Housing Authority. RSG then prepared a summary memorandum detailing the programming and feasibility analysis, including a recommendation based on our professional experience, that staff consider in preparing a strategy recommendation to the Housing Authority. Our summary memorandum detailed the pros and cons of the various development alternatives and provided a recommendation that helped the Housing Authority achieve its goals while meeting legal requirements. • Compliance Monitoring - RSG currently provides compliance monitoring services for both rental and home ownership units. For rental units, we certify that the income eligibility and rent verification comply with funding source legal requirements. For home ownership units, we verify occupancy and primary residency. RSG also provided financial audit services to ensure compliance pursuant to related affordable housing agreements and loan documentation with the audits focusing primarily on the review of financial statements and the creation of a cash flow analysis to determine residual receipt revenue for each project. Additionally, we assist with evaluating project refinancing along with any property resale eligibility restrictions and title clearance issues.

Contact: Jarrett Ramaiya, City Planner
951.461.6437 / [email protected]
19 RATE SCHEDULE
The scope of services in the RFQ will be billed on a time-and-materials basis at the following "hourly rates. The services would be provided per the terms and conditions of a consulting services agreement.

Hourly Billing Rates
Principal / Director $275
Senior Associate $200
Associate $185
Senior Analyst $150
Analyst $135
Research Assistant $ 125
Technician $100
Clerical $60
Reimbursable Expenses Cost plus 10%
RSG does not charge clients for travel or mileage (except direct costs related to field vork/surveys), parking, standard telephone/fax expenses, general postage or incidental copie:
lowever, we do charge for messenger services, overnight shipping/express mail costs, an teleconferencing services. We also charge for copies of reports, documents, notices, and support material in excess of five (5) copies. These costs are charged back at the actual expense plus a 10% surcharge.

RSG issues monthly invoices payable upon receipt, unless otherwise agreed upon in advance.

Invoices identify tasks completed to date, hours expended and the hourly rate. 20 OTHER RELEVANT INFORMATION AND EXCEPTIONS
RSG has no exceptions to the City's standard On-Call Professional Services Agreement.

ATTACHMENT G
Amendment No. 1 to the On-Call Professional Services
Agreement with RSG, Inc.

AMENDMENT NO. 1 TO AGREEMENT FOR PROFESSIONAL SERVICES

ON-CALL HOUSING CONSULTING SERVICES
This Amendment No. 1 to Agreement for On-Call Professional Services ("Amendment No. 1"') is entered into as of _ by and between he City of Laguna Niguel, a California municipal corporation, hereinafter the "City", and RSG, Inc. a California Corporation, hereinafter the "Consultant".

RECIIALS:

I. On _ the City entered into a Professional Services Agreement with the Consultant to provide On-Call Housing Consulting Services as requested by the City (the "Agreement").

The City and Consultant now desire to amend the Agreement in order to establish the amount of compensation for the provision of general on-call services as may be required by the City in an amount not to exceed $150,000 annually over the term of the Agreement.

AGREEMENI:

NOW, THEREFORE, in consideration of the foregoing premises and the mutual promises and covenants herein contained, the parties hereto agree as follows:

1. General On-Call Services. Exhibit "A" of the Agreement is hereby amended to add Exhibit "A-1", attached hereto and incorporated herein by reference, in order to establish the total amount of compensation for the provision of general on-call services, not procured in connection with a specific project in an amount not to exceed One Hundred Fifty Thousand Dollars ($150,000) annually over the term of the Agreement.

2. Remaining Provisions. Except as specifically set forth in this Amendment No. 1, the remaining provisions of the Agreement shall continue in full force and effect. [Signatures on following page]
1 IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 to the Agreement as of the date first above written.
"CITY"

CITY OF LAGUNA NIGUEL
By: _
Tamara S. Letourneau
City Manager
ATTEST:

Marissa J. Asistin
City Clerk

APPROVED AS TO FORM BY THE

CITY ATTORNEY FOR THE

CITY OF LAGUNA NIGUEL,

CALIFORNIA
Scott C. Smith
City Attorney
"CONSULTANT"
RSG, Inc., a California Corporation.

By:

Print Name:

Title:

By:

Print Name:

Title:
2 EXHIBIT "A-1"

GENERAL ON-CALL SERVICES
Consultant shall perform all Services under the Agreement at the rates and in the manner set forth in Exhibit "A". • For the provision of general on-call Services not procured in connection with a specific project as may be required by the City, Consultant shall receive compensation, including authorized reimbursements, in an amount not to exceed One Hundred Fifty Thousand Dollars ($150,000) annually over the term of the Agreement.

ATTACHMENT H
Professional Services Agreement for On-Call Weed Abatement Services with Sage Environmental Group

AGREEMENT FOR ON-CALL PROFESSIONAL SERVICES

BETWEEN CITY OF LAGUNA NIGUEL AND

SAGE ENVIRONMENTAL GROUP, LLC
THIS AGREEMENT FOR ON-CALL PROFESSIONAL SERVICES ("Agreement") is made and entered into i California municipal corporation (Cry") and Sage Enlisten al Group.

LAGUNA NIGUEL
LLC, a California limited liability company ("Consultant"). City and Consultant may be referred to individually as "Party" or collectively as "Parties."

RECITALS
The City desires to contract with selected professional consultants to provide on- call professional services to support the Community Development Department in the following category: Weed Abatement Services.

B. The City circulated a Statement of Qualifications for the above-described professional services on August 30, 2023.

Consultant submitted a proposal to City to provide the above-described professional services dated September 29, 2023.

City Staff has reviewed all the proposals and after considering the demonstrated competence of Consultant, the professional qualifications of Consultant, and the fairness and reasonableness of Consultant's proposed cost, staff has determined that an agreement to provide the required services on an on-call basis should be awarded to Consultant.

E. The City and Consultant each desire to enter into an agreement for the above- described professional services to be provided to City by Consultant on an on-call basis.

AGREEMENT
In consideration of the mutual promises and covenants made by the Parties and contained herein and other consideration, the value and adequacy of which are hereby acknowledged, the Parties agree as follows:

ARTICLE 1. SERVICES OF CONSULTANT
Scope of On-Call Services. In compliance with all terms and conditions of this Agreement, Consultant shall provide, on an on-call basis, those services specified in the "Scope of On-Call Services" attached hereto as Exhibit A and incorporated herein by this reference, which may be referred to herein as the "services" or "work" hereunder. As a material inducement to City entering into this Agreement, Consultant represents and warrants: a) all services set forth in the Scope of On-Call Services will be performed in a competent and satisfactory manner; b) all materials used for services will be both of good quality as well as fit for the purpose intended; and, c) Consultant shall follow the highest professional standards and practices in performing the services required hereunder. Services to be actually performed by Consultant for City shall be -1-
established on a project-by-project basis through a separate written amendment to this Agreement (each such amendment may be referred to herein as a "Specific Services Amendment"). Upon request by City, Consultant shall provide a detailed project proposal, with pricing no greater than the fees and rates provided for in Exhibit A to this Agreement. Consultant shall not commence work for any given project until both: a) execution by Parties of a written Specific Services Amendment to this Agreement specifying, for the given project, the services to be provided, compensation for those services, and a performance schedule for those services; and, b) receipt from City of a written notice to proceed issued pursuant to said executed Specific Services Amendment.

Consultant's Proposal and City's SOO. Consultant's proposal for this Agreement referenced in the above recitals ("Consultant's Proposal") shall be incorporated herein by this reference as though fully set forth herein. City's Statement of Qualifications referenced in the above recitals ("City's SOQ") shall be incorporated herein by this reference as though fully set forth herein. The Scope of On-Call Services specified in Exhibit A shall include the scope of services or work included both in Consultant's Proposal as well as in City's SOQ. In the event of any inconsistency or any conflict between the terms of Consultant's Proposal (for scope of services or work, or schedule of performance), and the terms of City's SOQ (for scope of services or work, or schedule of performance), the Consultant's Proposal shall govern, unless this Agreement provides otherwise. In the event of any inconsistency or any conflict between the terms of Consultant's Proposal, and this Agreement or any amendment hereto, the terms of this Agreement or any amendment hereto, respectively, shall govern. No other terms and conditions from Consultant's Proposal, other than description of scope of services or work, as well as description of schedule of performance, shall apply to this Agreement, unless specifically agreed to by City in writing.

Compliance with Law. All services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules and regulations of City and any federal, State or local governmental agency having jurisdiction in effect at the time services are rendered.

City, and its elected and appointed officers, employees, agents, designated volunteers, attorneys, successors and assigns shall not be liable at law or in equity for failure of Consultant to comply with this Section.

1.4 Licenses, Permits, Fees and Assessments. Consultant shall obtain and maintain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. 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 Consultant's performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City against any such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City hereunder.

1.5 Additional Services and Compensation. Consultant hereby acknowledges that it accepts the risk that the services to be provided on an on-call basis pursuant to the Scope of On- Call Services, in consideration for the fees and rates provided for in the Schedule of Compensation referenced in Section 2.1 below, may be more costly or time consuming than Consultant anticipates and that Consultant shall not be entitled to additional compensation therefor. City may in its sole and absolute discretion have similar work done by other consultants. -2-

1.6 Familiarity with Work. By executing this Agreement, Consultant represents and warrants Consultant: a) has thoroughly investigated and considered services to be performed, b) has carefully considered how services should be performed, and c) fully understands the facilities, difficulties and restrictions attending performance of services under this Agreement.

1.7 Software and Computer Services. If the Scope of On-Call Services includes the provision and/or installation of any software, computer system, or other computer technology, Consultant represents and warrants that it is familiar with and/or has inspected City's current infrastructure, equipment, computer system and software and that the software, computer system, or other computer technology provided and/or installed by Consultant under this Agreement is compatible, and shall be fully functional, with such infrastructure, equipment, computer system and software of City. Consultant acknowledges that City is relying on this representation by Consultant as a material consideration in entering into this Agreement.

1.8 Prevailing Wages. If services include any "public work" or "maintenance work," as those terms are defined in California Labor Code section 1720 et seq. and California Code of Regulations, Title 8, section 16000 et seq., and if the total compensation is $1,000 or more, Consultant shall pay prevailing wages for such work and comply with the requirements in California Labor Code section 1770 et seq. and 1810 et seq., and all other applicable laws. To the maximum extent permitted by law, Consultant's obligations in Section 5.3 (Indemnification) expressly apply to acts or omissions arising out of, or incidental to, the payment of prevailing wages by any person or entity (including Consultant, its subcontractors, and each of their officers, employees and agents) in connection with any services, including without limitation the payment of all consequential damages, attorneys' fees, and other related costs and expenses. All duties of Consultant pursuant to this section shall survive termination of the Agreement.

Special Requirements. Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in Exhibit A and incorporated herein by this reference.

In the event of a conflict between the provisions of Exhibit A and any other provisions of this Agreement, the provisions of Exhibit A shall govern.

ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT

2.1 Compensation for Services. Compensation for each project performed hereunder shall be determined by a Specific Services Amendment specifying a not-to-exceed contract sum for the specific project. Fees and rates to be charged by Consultant for services provided for in all Specific Services Amendments are specified in the "Schedule of Compensation," attached hereto as Exhibit A and incorporated herein by this reference, and such fees and rates are not subject to increase during the initial term of the Agreement. After the initial term of the Agreement, fees and rates may only be increased both pursuant to Section 9.4 as well as subsequent to negotiation between the Parties on a reasonable increase. The maximum of such increase shall be no greater than the CPI increase (Orange County area for the applicable period of time. City has no obligation or duty to provide any such increase. Compensation may include reimbursement, for actual and necessary expenditures, if both specified in either the Schedule of Compensation or the applicable Specific Services Amendment, as well as approved by City in advance. The not-to- exceed contract sum specified in any Specific Services Amendment shall include the attendance of Consultant at all project meetings reasonably deemed necessary by City. Consultant agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will -3-
materially increase or decrease the cost of the work or services, Consultant shall promptly notify the City Representative of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto.

2.2 Invoices. Unless some other method of payment is specified in Exhibit A, Schedule of Compensation, in any month in which Consultant wishes to receive payment, no later than the first business day of such month, Consultant shall submit to City, in a form approved by City's Finance Director, an invoice for services rendered prior to the date of the invoice. By submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all provisions of this Agreement. Except as provided in Sections 7.3, 7.4 and 7.5, City shall pay Consultant for all expenses stated thereon which are approved by City pursuant to this Agreement generally within thirty (30) days, and City will use its best efforts to make payment no later than forty-five (45) days, from the submission of an invoice in an approved form. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission. Review and payment by City for any invoice provided by Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable law. Each invoice is to include (unless otherwise specified by City): 1) line items for all personnel describing the work performed, the number of hours worked, and the hourly rate; 2) line items for all materials and equipment properly charged to the services; 3) line items for all other approved reimbursable expenses claimed, with supporting documentation; and 4) line items for all approved subcontractor labor, supplies, equipment, materials, and travel properly charged to the services.

ARTICLE 3. PERFORMANCE SCHEDULE

3.1 Time of Essence. Time is of the essence in the performance of this Agreement.

3.2 Term. Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until June 30, 2025. The term of this Agreement may be extended administratively (with total cumulative extension no greater than two years), by the City pursuant to Section 9.4 and without the need for further approval by the City Council, if the Consultant's performance is satisfactory and it is in the best interest of the City.

3.3 Schedule of Performance. Consultant shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in both the "Schedule of Performance" attached hereto as Exhibit A and incorporated herein by this reference, as well as the Specific Services Amendment.

3.4 Force Majeure. The time period(s) specified in the Schedule of Performance and the Specific Services Amendment 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 Consultant, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including City, (with the express exception of delays arising from the impact of COVID- 19 and its variants to the extent such impact is foreseeable or should have reasonably been foreseeable), if Consultant shall within ten (10) days of the commencement of such delay notify City in writing of the causes of the delay. City shall ascertain the facts and the extent of delay, and -4-
extend the time for performing the services for the period of the enforced delay when and if in the judgment of City such delay is justified. City's determination shall be final and conclusive upon the Parties to this Agreement. In no event shall Consultant be entitled to recover damages against City for any delay in the performance of this Agreement, however caused, Consultant's sole remedy being extension of this Agreement pursuant to this Section.

ARTICLE 4. COORDINATION OF WORK
Consultant Representative. The Consultant Representative is Alissa Cope, Principal, (949)243-2282, [email protected], who is authorized to act on Consultant's behalf with respect to the work or services specified herein and to make all decisions in connection therewith. It is expressly understood that the experience, knowledge, capability and reputation of the representative was a substantial inducement for City to enter into this Agreement.

Therefore, the representative shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. For purposes of this Agreement, the representative may not be replaced nor may their responsibilities be substantially reduced by Consultant without the express written approval of City.

City Representative. The City Representative is such person as designated by the City Manager or her designee. The City Representative shall be the primary person on behalf of City responsible for the administration of the Agreement. It shall be Consultant's responsibility to assure that the City Representative is kept informed of both the progress of the performance of the

4.3 Approvals from City. City approvals or actions, pursuant to the authority of this Agreement, may be made (unless otherwise specified) either by the City Manager, the Community Development Director, or by the City Representative (or by their respective delegates as provided for in writing).

4.4 Independent Contractor. Neither City, nor any of its officers, employees or agents, shall have any control over the manner or means by which Consultant, or its officers, employees, agents or subcontractors, perform the services required herein, except as otherwise set forth herein. Consultant shall perform all services required herein as an independent contractor of City and shall remain under only such obligations as are consistent with that role. Consultant shall not at any time or in any manner represent that it, or any of its officers, employees, agents or subcontractors, are officers, employees or agents of City. City shall not in any way or for any purpose become or be deemed to be a partner of Consultant in its business or otherwise or a joint venturer or a member of any joint enterprise with Consultant. Consultant shall not incur or have the power to incur any debt, obligation or liability whatever against City, or bind City in any manner. Consultant represents and warrants that the personnel used to provide services to City pursuant to this Agreement shall at all times be under Consultant's exclusive control and direction.

No City employee benefits shall be available to Consultant, its officers, employees, agents or subcontractors, in connection with the performance of this Agreement. City shall not be liable for compensation or indemnification to Consultant, its officers, employees, agents or subcontractors, for injury or sickness arising out of performing services hereunder. In the event that Consultant or any officer, employee, agent, or subcontractor of Consultant providing services under this Agreement claims or is determined by a federal or state agency, a court of competent jurisdiction, -5-
or the California Public Employees' Retirement System, to be classified as other than an independent contractor for City, then Consultant shall indemnify, defend, and hold harmless City for the payment of any and all assessed fines, penalties, judgments, employee and/or employer contributions, and any other damages and costs assessed to City as a consequence of, or in any way attributable to, the assertion that Consultant, or any officer, employee, agent, or subcontractor Consultant used to provide services under this Agreement, is/are employees of City.

4.5 Subcontracting or Assignment. The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for City to enter into this Agreement. Therefore, without express written approval of City, Consultant shall not contract with any other entity to perform in whole or in part services required hereunder without express written approval of City, and neither this Agreement nor any interest herein may be transferred or assigned. No approved transfer shall release Consultant, or any surety or insured of Consultant, of any liability hereunder without express written consent of City.

ARTICLE 5. INSURANCE AND INDEMNIFICATION

5.1 Insurance Coverages. Prior to commencement of any services under this Agreement, and without limiting Consultant's indemnification obligation to City, Consultant shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, for the duration of the Agreement, primary policies of insurance of the type and amounts below, issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by City, which shall cover all elected and appointed officers, employees, agents, designated volunteers, attorneys, successors and assigns of City. City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to Consultant, City and Consultant may renegotiate Consultant's compensation. (a)k Commercial General Liability Insurance. A policy of commercial general liability insurance, with coverage at least as broad as Insurance Services Office ("ISO") form CG 00 01, written on a per occurrence basis for bodily injury, personal injury and property damage. Defense costs must be paid in addition to limits. Coverage for an additional insured shall not be limited to its vicarious liability. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO "insured contract" language will not be accepted. Limits shall be no less than $1,000,000 per occurrence for all covered losses and no less than $2,000,000 general aggregate.
(b) Worker's Compensation Insurance. A policy of worker's compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for Consultant against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by Consultant in the course of carrying out the work or services contemplated in this Agreement.
(c) Automobile Liability. A policy of comprehensive automobile liability insurance, at least as broad as ISO form CA 00 01, written on a per occurrence basis covering bodily injury and property damage in an amount not less than $1,000,000 combined single limit for each accident. Said policy shall include coverage for owned, non-owned, leased, hired cars and any automobile.
(d) Professional Liability. Professional liability insurance appropriate to Consultant's profession. This coverage may be written on a "claims made" basis and must include coverage for contractual liability. Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement. The professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon, arising out of, or related to services performed under this Agreement. The insurance must be maintained for at least five (5) consecutive years following the completion of Consultant's services or the termination of this Agreement. During this additional 5-year period, Consultant shall annually and upon request of City submit written evidence of this continuous coverage. Limits shall be no less than $1,000,000 per claim and no less than $1,000,000 general aggregate. (e) Cyber Liability. Cyber liability insurance appropriate to Consultant's profession and the services hereunder, written on a per occurrence basis, with limits not less than $1,000,000 per occurrence/loss, and $2,000,000 in the aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations undertaken by Consultant pursuant to this Agreement and shall include, but not be limited to, claims involving: infringement of intellectual property; copyright; trademark; invasion of privacy violations; data breach; electronic information theft, loss, damage, destruction, alteration or misuse; release of private information; extortion; and, network security. The policy shall provide coverage for breach response costs, regulatory fines and penalties, and credit monitoring expenses, with limits sufficient to respond to these obligations.
(f) Excess Liability and Umbrella Liability Insurance. Excess liability insurance and/or umbrella liability insurance may be used to satisfy the obligations herein. If excess liability insurance is used then the policy shall meet all the requirements herein and be at least as broad as the primary coverages set forth herein. Such policy shall: 1) include a drop down feature requiring the policy to respond if primary insurance that would otherwise have applied proves to be uncollectible in whole or in part for any reason; 2) be payable on behalf of wording as opposed to reimbursement; 3) have concurrency of effective dates with primary policies; 4) "follow form" to the underlying primary policies; and, 5) provide insureds, under primary policies required herein, shall be insureds under the excess liability policy. (g) Subcontractors. In the event Consultant subcontracts any portion of the work in compliance with Section 4.5 of this Agreement, Consultant shall either: 1) include each subcontractor as insureds under its policies of insurance required herein; or, 2) Consultant shall, upon request of City, furnish to City all documentation, required in Article 5 for Consultant, for each subcontractor. All coverages for subcontractors shall include all of the requirements herein.

5.2 General Insurance Requirements.
(a) Proof of Insurance, Enforcement and Notice. No work or services under this Agreement shall commence until both Consultant has provided City with insurance certificates, endorsement forms and appropriate insurance binders evidencing the above insurance -7-
coverages, as well as said documentation is approved by City. City reserves the right to inspect complete, certified copies of, and endorsements to, all required insurance policies, at any time.

Any failure to comply with the reporting or other provisions of the policies including breaches or warranties shall not affect coverage provided to City. In the event any insurance policy required under this Agreement is cancelled or amended (and the insurance policy is not replaced pursuant to subsection (b) below), or does not comply with Article 5, then: 1) City has the right but not the duty to obtain insurance required herein and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments; or, 2) City, notwithstanding any other provisions of this Agreement, may immediately terminate this Agreement. Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant's performance under this Agreement, and that involve or may involve coverage under any of the required insurance policies. shall provide the insurance may not be amended or cancelled by insurer or any Party hereto without providing thirty (30) calendar days prior written notice (with exception of ten (10) calendar days prior written notice for nonpayment of premium) to City. In the event any of said policies of insurance are amended or cancelled, Consultant shall, five (5) business days prior to the cancellation date, submit new evidence of insurance, or reinstatement of policy, in conformance with this Agreement to City.

Additional Insureds. The commercial general liability policy provided for in Section 5.1(a) and the automobile liability policy provided for in Section 5.1(c) both shall name City and its elected and appointed officers, employees, agents and designated volunteers ("City Parties") as additional insureds and such coverage shall contain no special limitations on the scope of protection afforded to City and City Parties. A severability of interests provision must apply for all additional insureds ensuring that Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability, and policies of insurance shall not contain any cross-liability exclusions.

Primary, Subrogation, Contribution and Coverage. All of the above policies of insurance shall be primary insurance. The insurers (with exception of professional liability insurer) for above policies, Consultant and any subcontractors are all deemed hereof to waive all rights of subrogation and contribution they may have against City or City Parties, and their respective insurers, and all insurance policies required herein shall be endorsed to waive such rights. Any insurance maintained by City or City Parties will apply in excess of, and not contribute with, Consultant's insurance. If Consultant maintains broader coverage and/or higher limits than the minimum amounts provided herein, City requires and shall be entitled to the broader coverage and/or higher limits maintained by Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City and City Parties.

None of the coverages required herein will be in compliance with this Agreement if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. Requirements of specific coverage features or limits contained herein are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any Party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. -8-
(e) Limitations, Self- Insured Retention and Deductibles. Consultant agrees that requirements of Article 5 shall not be construed as limiting in any way the extent to which Consultant may be held responsible for the payment of damages to any persons or property resulting from Consultant's activities or the activities of any person or persons for which Consultant is otherwise responsible nor shall it limit Consultant's indemnification liabilities as provided in Section 5.3. All insurance policies must specify that where the primary insured does not satisfy any self-insured retention, any additional insured may satisfy the self-insured retention (without impairment of obligation of primary insured under this Agreement to satisfy any self- insured retention). Any deductibles or self-insured retentions must be declared to and approved by City. At City's option, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City and City Parties, or Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration, attorney's fees, defense expenses and claims.

5.3 Indemnification.
(a) General Obligations. Consultant agrees, to the full extent permitted by law, to immediately indemnify, defend and hold harmless City and its elected and appointed officers, employees, agents, designated volunteers, attorneys, successors and assigns (each an "Indemnitee" and collectively, "Indemnitees") against, and will hold and save them and each of them harmless from, whether actual or threatened, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages or injuries to persons or property, demands, expenses, losses, costs, penalties, obligations, errors, omissions or liabilities of any kind that may be asserted or claimed by any person, firm or entity arising out of, pertaining to, incident to or in connection with any alleged acts, errors or omissions of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Consultant is legally liable (each an "Indemnitor" and collectively, "Indemnitors") in connection with the performance of Consultant's Services, or arising from Indemnitors' reckless or willful misconduct, or arising from Indemnitors' negligent performance of or failure to perform the work, operations or activities provided herein, or any term, provision, covenant or condition of this Agreement, with threatened in connection with any such Claims or Liabilities, or at option of Indemnitees will reimburse and pay for all costs and expenses, including legal costs and attorneys' fees, incurred by Indemnitees in connection therewith; and, 2) Consultant will promptly pay and satisfy any judgment, award or decree rendered against Indemnitees, and reimburse Indemnitees for the cost of any settlement paid by Indemnitees, for any such Claims or Liabilities, and will save and hold Indemnitees harmless therefrom.
(b) Further Provisions. The indemnity obligation herein shall be binding on successors, assigns and heirs of Consultant and shall survive termination of this Agreement.

Consultant shall incorporate similar indemnity agreements as provided herein with its subcontractors, and if Consultant fails to do so Consultant shall be fully responsible to indemnify City hereunder therefor. Failure of City and/or City Parties (collectively "City" for solely this Section 5.3(b)) to monitor compliance with any of the indemnification provisions herein shall not be a waiver hereof. The indemnification provisions herein do not apply to claims or liabilities -9-
occurring as a result of City's sole negligence or willful misconduct, but, to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from City's negligence, except that design professionals indemnity hereunder shall be limited to claims and liabilities arising out of the negligence, recklessness or willful misconduct of the design professional. The indemnification provided herein includes Claims or Liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduct of Indemnitors in the performance of professional services hereunder. Payment of invoices by City is not a condition precedent to enforcement of the indemnity obligation herein. In the event of any dispute between Consultant and City, as to whether liability arises from the sole negligence or willful misconduct of City, Consultant will be obligated to pay for City's defense until such time as a final judgment has been entered adjudicating City as solely negligent or responsible for willful misconduct.

Consultant will not be entitled in the absence of such a determination to any reimbursement of defense costs including but not limited to attorney's fees, expert fees and costs of litigation. City may offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant's failure to promptly pay to City any reimbursement or indemnification arising under Section 5.3 of this Agreement. Such offset, if any, does not satisfy any amount, greater than the offset, due to City from Consultant. (c) Professional Liability. When the law establishes a professional standard of care for Consultant's services, to the fullest extent permitted by law (within the limitations, as applicable, of Civil Code section 2782.8), Consultant shall indemnify, defend and hold harmless Indemnitees against, and will hold and save them and each of them harmless from, whether actual or threatened, any and all Claims and Liabilities, consistent with all obligations provided for in this Section 5.3, to the extent same are caused in whole or in part by any negligent or wrongful act, error or omission, or reckless or willful misconduct of Indemnitors in the performance of professional services under this Agreement.

ARTICLE 6. RECORDS, REPORTS AND RELEASE OF INFORMATION

6.1 Records. Consultant shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the disbursements charged to City and services performed hereunder (books and records") as shall be necessary to perform the services required by this Agreement and enable City to evaluate the performance of such services. Any and all such books and records shall be maintained in accordance with generally accepted accounting principles (and, as applicable, maintained also in accordance with requirements of Labor Code section 1776), shall be complete and detailed, and shall be readily accessible. City shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts. Such books and records shall be maintained either for a period of no less than three (3) years following completion of the services hereunder, or for such period of time as required by applicable law, whichever period of time is longer. City shall have access to such books and records in the event any audit is required. Consultant shall fully cooperate with City in providing access to any and all Consultant records and documents if a public records request is made and disclosure is required by law including but not limited to the California Public Records Act.

6.2 Reports. Consultant shall periodically submit written reports to City -10-
Representative concerning performance of services, upon request, and/or as necessary for City to be informed of both performance of services as well as any decisions which must be made by City.

6.3 Ownership of Documents. All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and other materials ("documents and materials") prepared (regardless of whether complete or incomplete) by Consultant, its otticers, employees, agents and subcontractors in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of City and/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, use, reuse, or assignment of the documents and materials hereunder. Consultant may retain copies of such documents and materials under express condition that Consultant agrees such documents and materials are the sole property of City. All subcontractors shall provide for assignment to City of any documents and materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom. Moreover, with respect to any Consultant documents and materials that may qualify as "works made for hire" as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed "works made for hire" for City.

6.4 Confidentiality and Release of Information. All information gained or work product produced by Consultant in its performance of this Agreement shall be considered confidential, unless such information is in the public domain. Consultant shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from City. No news releases, including photographs, public announcements, or confirmations of the same, of any part of the work, shall be made without prior written authorization from City. Consultant, its officers, employees, agents or subcontractors, shall not, without prior written authorization from City or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement.

Response to a subpoena or court order shall not be considered "voluntary" provided Consultant immediately gives City notice of such court order or subpoena. If Consultant, or any officer, employee, agent or subcontractor of Consultant, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorney's fees, caused by or incurred as a result of Consultant's conduct. As concerning, regarding or related to, in any way, this Agreement and the work performed thereunder: a) Consultant shall immediately notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party; b) City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or similar proceeding; and, c) Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant, however, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response.
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ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION

7.1 California Law. This Agreement shall be interpreted, construed and governed both as to validity and to performance of the Parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Orange, State of California, or any other appropriate court in such county, and Consultant agrees to submit to the personal jurisdiction of such court in the event of such action. In the event of litigation in a U.S.

District Court, venue shall lie exclusively in the Central District of California, Southern Division, in the County of Orange, State of California.

7.2 Suspension, or Termination, Prior to Expiration of Term. This Section shall govern any termination of this Agreement except as specifically provided in Section 7.4 for termination for cause. City reserves the right to terminate or suspend this Agreement, or any portion hereof, at any time, for any reason, with or without cause, upon ten (10) days' notice to Consultant, except that where termination or suspension is due to the fault of Consultant, the period of notice may be such shorter time as determined by City. Upon receipt of any notice of termination or suspension, Consultant shall immediately cease all services hereunder, unless the notice provides otherwise, or except such as specifically approved by City. Upon submittal of an invoice consistent with Section 2.2, Consultant shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination or suspension and for any services authorized by City thereafter in accordance with the Schedule of Compensation and/or a relevant Specific Services Amendment, or such as may be approved by City, except as provided in Section 7.5. In event of termination, or suspension, without cause pursuant to this Section, there is no need to provide opportunity to cure pursuant to Section 7.3.

7.3 Default of Consultant and Opportunity to Cure. In the event that Consultant is in default under the terms of this Agreement (including without limitation the terms of any Specific Services Amendment), City shall not have any obligation or duty to continue compensating Consultant for any work performed after the date of default. Instead, City may give notice to Consultant of the default and the reasons for the default. The notice shall include the timeframe in which Consultant may cure the default. This timeframe is presumptively ten (10) days, but may be extended, or reduced, if circumstances warrant, as determined by City. During the period of time that Consultant is in default, City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices, without liability for interest. In the alternative, City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Consultant does not cure the default by conclusion of noticed timeframe, City may immediately both terminate this Agreement and/or Specific Services Amendments) with notice to Consultant, as well as pursue the remedy in Section 7.4, without prejudice to any other remedy to which City may be entitled at law, in equity or under this Agreement. Any failure on the part of City to give notice of Consultant's default shall not be deemed to result in a waiver of City's legal rights or any rights arising out of any provision of this Agreement.

7.4 Termination for Default of Consultant. If termination is due to the failure of Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.3, take over the work and prosecute the same to completion by contract or otherwise, and Consultant shall be liable to the extent that the total cost for completion of the -12-
services required hereunder exceeds the compensation herein stipulated (provided that City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to Consultant for the purpose of set-off or partial payment of the amounts owed City therefor.

7.5 Retention of Funds. Consultant hereby authorizes City to deduct from any amount payable to Consultant (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by reason of Consultant's acts or omissions in performing or failing to perform Consultant's obligation under this Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of Consultant to insure, indemnify, and protect City as elsewhere provided herein.

7.6 Waiver. Waiver by any Party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any Party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision or a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by a non-defaulting Party on any default shall impair such right or remedy or be construed as a waiver. Any waiver by either Party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform Consultant of non-compliance with any requirement of this Agreement imposes no additional obligations on City nor does it waive any rights hereunder. Payment to Consultant for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Consultant.

7.7 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the Parties are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party.

7.8 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.

Notwithstanding any contrary provision herein, Consultant shall file a statutory claim pursuant to Government Code sections 905 et seq. and 910 et seq., in order to pursue a legal action under this Agreement.

7.9 Attorneys' Fees. If either Party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorneys' fees. Attorneys' fees shall -13-
include attorneys' fees on any appeal, and a Party entitled to attorneys' fees shall be entitled to all other reasonable costs for investigating such action, consultants' fees, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. Such fees and costs shall be enforceable whether or not such action is prosecuted to judgment.

ARTICLE 8. INDIVIDUAL LIABILITY, CONFLICTS AND NON-DISCRIMINATION

8.1 Non-liability of City Officers and Employees. No officer or employee of City shall be personally liable to Consultant, or any successor in interest, in the event of any default or breach by City or for any amount which may become due to Consultant or to its successor, or for breach of any obligation of the terms of this Agreement.

8.2 Conflict of Interest. Consultant covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Consultant's performance of services under this Agreement. Consultant further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an determine the existence of a conflict of interest and may terminate this Agreement in the event such a conflict of interest exists upon sending Consultant written notice describing the conflict.

No officer or employee of 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 this Agreement which affects their 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 warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement.

8.3 Covenant Against Discrimination. Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class in the performance of this Agreement. Consultant shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class.

ARTICLE 9. MISCELLANEOUS PROVISIONS

9.1 Notices. Any notice or other communication either Party desires or is required to give to the other Party or any other person in regards to this Agreement must be in writing and may be given either by (i) personal service, (ii) delivery by a reputable document delivery service, such as but not limited to, Federal Express, which provides a receipt showing date and time of delivery, or (iii) mailing in the United States Mail, certified mail, postage prepaid, return receipt requested, in the case of City addressed to Community Development Director at City of Laguna Niguel, 30111 Crown Valley Parkway, Laguna Niguel, CA 92677, and in the case of Consultant, to the person(s) at the address designated on the execution page of this Agreement. Either Party -14-
may change its address by notifying the other Party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section.

9.2 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either Party by reason of the authorship of this Agreement, headings used, or any other rule of construction which might otherwise apply.

9.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and such counterparts shall constitute one and the same instrument.

9.4 Integration; Amendment. This Agreement including the attachments hereto is the entire, complete and exclusive expression of the understanding of the Parties as to the Agreement.

It is understood that there are no oral agreements between the Parties hereto affecting this Agreement, and this Agreement supersedes and cancels any and all prior and contemporaneous negotiations, arrangements, agreements and understandings, if any, between the Parties, concerning this Agreement, and none shall be used to interpret this Agreement. No amendment to or modification of this Agreement shall be valid unless made in writing, approved by City and Consultant, and consistent with the Laguna Niguel Municipal Code.

9.5 Severability. Should a portion of this Agreement be declared invalid or unenforceable by a judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining portions of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the Parties 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.

9.6 No Undue Influence. Consultant declares and warrants that no undue influence or pressure was used against or in concert with any officer or employee of City in connection with the award, terms or implementation of this Agreement, including any method of coercion, confidential financial arrangement, or financial inducement. No officer or employee of City has or conducted as a result of this Agreement. Violation of this Section shall be a material breach of this Agreement entitling City to remedies in Section 7.4 and any and all remedies at law or equity.

9.7 Corporate Authority. The persons executing this Agreement on behalf of the Parties hereto warrant that (i) such Party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said Party, (iii) by so executing this Agreement, such Party is formally bound to the provisions of this Agreement, and (iv) entering into this Agreement does not violate any provision of any other agreement to which said Party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the Parties.

ISIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date and year first-above written.

CITY:

CITY OF LAGUNA NIGUEL, a California
municipal corporation
Tamara S. Letourneau, City Manager
ATTEST:

Marissa J. Asistin, City Clerk

APPROVED AS TO FORM BY THE

CITY ATTORNEY FOR THE CITY
OF LAGUNA NIGUEL, CALIFORNIA:

Scott C. Smith, City Attorney
CONSULTANT:

Sage Environmental Group, LLC, a California
limited liability company.

By:

Name:

Title:

By:

Name:

Title:

Address:_
Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: 1) Chairperson of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. (Cal. Corp. Code § 313)

APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS,

ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY.
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EXHIBIT A

SCOPE OF ON-CALL SERVICES

SCHEDULE OF COMPENSATION

SCHEDULE OF PERFORMANCE
All work product is subject to review and acceptance by City, and must be revised by Consultant without additional charge to City until found satisfactory and accepted by City.

II. Consultant is available to perform services, described in Consultant's Proposal and City's SOQ (refer to Section 1.2 for conflicts), on an on-call basis.

Ill. City will compensate Consultant for the on-call services performed upon submission of a valid invoice, as described in Section 2.2.

IV. Consultant will be compensated for services provided under this Agreement in accordance with description in Consultant's Proposal. Fees and rates shall be no greater than the fees and rates specified in Consultant's Proposal as accepted by City.

V. Consultant shall perform all on-call services and deliver all work products timely in accordance with the schedule described in Consultant's Proposal and City's SOQ (refer to Section 1.2 for conflicts), and as applicable in accordance with the schedule.

A(1)
Statement of Qualifications
for Weed Abatement Services
for the City of Laguna Niguel
Submitted to:
1989
City of Laguna Niguel
Community Development Department
30111 Crown Valley Parkway
Laguna Niguel, CA 92677
Submitted by:

SAGE

ENVIRONMENTAL GROUP
Sage Environmental Group
24040 Camino del Avion, #A77
Monarch Beach, CA 92629
(949) 243-2282 c
Alissa Cope, Principal
[email protected]
September 29, 2023
SAGE

ENVIRONMENTAL GROUP
September 29, 2023

VIA HAND DELIVERY
Hannah Tamaddon Erich List
Management Analyst Senior Planner
City of Laguna Niguel City of Laguna Niguel
30111 Crown Valley Parkway 30111 Crown Valley Parkway
Laguna Niguel, CA 92677 Laguna Niguel, CA 92677
Subject: On-Call Weed Abatement Services, RFQ 2023, October 2023 to June 30, 2025 Private Properties Compliance, City of Laguna Niguel, CA Dear Ms. Tammadon and Mr. List:

Sage Environmental Group (Sage), a licensed C-27 Landscape Contractor headquartered in Orange County, CA, is pleased to submit its Statement of Qualifications to the City of Laguna Niguel for the above-referenced project.

We have reviewed the materials provided by the City. The City's objective is to reduce fire hazards on HOA managed properties and private homeowner properties within the required 100-foot defensible space clearance zone.

The On-Call Weed Abatement Services work effort will be to support the City's Private Properties Weed Abatement Compliance Program and consist of assisting in the administration of the annual compliance program; specifically inspecting, monitoring and documenting compliance; and conducting weed abatement on private properties determined to be in non-compliance status.

Work will be performed in coordination with the Community Development Department on an as- needed basis. Sage will serve as the prime contractor and provide all services, materials, and labor requested in the RFQ.

Weed Abatement/Vegetation Management is a core service for our company. Sage has over 25 years of experience in weed abatement, vegetation management, habitat restoration and environmental Sage has a highly qualified team of project managers, field directors and field crew. We have expertise in the eradication of weeds and invasive species utilizing mechanical, chemical and natural methodologies.

Our qualifications include working closely with OCFA and other Orange County municipal fire departments conducting annual weed abatement compliance inspections and fire fuel load removal.

Sage is listed as a qualified weed abatement vendor by Orange County Fire Authority.

Weed abatement is achieved with in-house heavy equipment operation, hand tools use, mowing and prescribed grazing. Sage provides long-term weed abatement services to municipal, non-profit and commercial clients. Our SOQ outlines the equipment and personnel that will be assigned to this contract.

On-Call Weed Abatement Services