20240220_12_Active Transportation Plan — Laguna Niguel City Council, February 20, 2024

CITY OF LAGUNA NIGUEL
CITY CouncIL AgENDA ITEM
To: Honorable Mayor and Council Members
FROM: Jacki Scott, Public Works Director/City Engineer
DATE: February 20, 2024
SUBJECT: Approval of Amendment No. 6 to the On-Call Professional Services Agreement with Mark Thomas Company, Inc. for the Active Transportation Plan

RECOMMENDATION
Staff recommends that the City Council:

1. Approve Amendment No. 6 to the On-Call Professional Services Agreement with Mark Thomas & Company, Inc. for the Active Transportation Plan, in the amount of $203,323;

2. Approve a not-to-exceed 15% contingency in the amount of $30,498 for unforeseen conditions or extra work and authorize the Public Works Director/City Engineer to approve additional work for a total not-to-exceed contract amount of $233,821, if needed; and,

3. Authorize the City Manager to execute Amendment No. 6 to the On-Call Professional Services Agreement with Mark Thomas & Company, Inc.

BACKGROUND
Active transportation typically includes bicycling and walking using human power; however, electric bicycles, scooters, and other small mobility devices are also considered to be active transportation.

The Bipartisan Infrastructure Law (BIL), as enacted in the Infrastructure Investment and Jobs Act, authorizes up to $108 billion for public transportation. The BIL established the new Safe Streets and Roads for All (SS4A) discretionary program, with $5 billion in appropriated funds over five years, 2022-2026. The SS4A program funds regional, local, and Tribal initiatives through grants to prevent roadway deaths and serious injuries.

The City applied for and was awarded $200,000 in SS4A federal funding to develop an Active Transportation Plan (ATP). This planning document will support efforts to create safer and more equitable streets that reduce bicyclist and pedestrian injuries and fatalities while increasing mobility for all ages and abilities. Community engagement efforts to develop the ATP will define an overarching vision that puts safety and equity at the forefront of Laguna Niguel active transportation planning.

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In September 2023, the City entered into a grant agreement with the Federal Highway Administration (FHWA) in order to commence the ATP. The agreement obligated the City to milestone completion dates, written approval from FHWA for consultant contracts under this grant award, reimbursement procedures, and performance measurements (Attachment "A").

The ATP supports City Council Goal 1 (Public Safety), Goal 2 (Fiscal Sustainability), Goal 3 (Environmental Preservation), Goal 4 (Infrastructure and Technology), and Goal 6 (Communication and Community Outreach) of the City's adopted Strategic Plan.

ANALYSIS
In November 2023, the City issued a Request for Proposals (RFP) for consultant services to prepare the ATP (Attachment "B"). The scope of work to prepare the plan included:
• Collection of collision, traffic count, speed, public health, and socioeconomic data; • Mapping of existing bicycle, pedestrian, and trails facilities as well as equity-related data which may include income, public health, and socioeconomic factors; • Inventory of bikeway network signage;
• Community workshops;
• Community walk and bike ride events;
• Community pop-up events;
• Online survey and mapping tool;
• Key stakeholder focused meetings;
• Development of project recommendations, conceptual designs, and implementation plan;
• Mapping of proposed improvements; and,
• Development of a draft and final ATP.

In response to the RFP, the City received three proposals from qualified consultants. The proposals were evaluated on the following five categories: Key Personnel, Project Approach, Project Schedule and Controls, Relevant Experience, and Client References.

Additionally, staff conducted interviews with each of the three consultants. The Proposals Evaluation Summary can be found as Attachment "C". The following table displays the consultant firm, evaluation ranking, and costs for all received proposals.

Rank Consultant Proposal
Amount
1 Mark Thomas & Company, Inc. (Recommended) $203,323
Linscott Law & Greenspan $186,560
3 TJKM Transportation Consultants $199,766
Pursuant to Laguna Niguel Municipal Code Section 3-6-8, professional services contracts shall be awarded on the basis of the demonstrated competence of the service providers, and on the service provider's professional qualifications necessary for the satisfactory performance of the services required, and on the fairness and reasonableness of the cost of the services to the City and shall not be awarded solely on the basis of cost.

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After a thorough review of the proposals received and based on all relevant factors, Mark Thomas & Company, Inc. (Mark Thomas) is the most qualified amongst all three consultants and represents the best overall value. Their expertise and experience with similar projects within the City and within nearby and adjacent jurisdictions provides them with unique knowledge and capability to deliver exemplary service to the community over the other consultants. The City also received positive reference checks and feedback regarding prior project performances by Mark Thomas. Mark Thomas has continued to provide high-quality service in the City, has expertise with respect to City standards and requirements, and has a familiarity with business establishments and the unique features of service areas within the City. Overall, Mark Thomas best meets the contract requirements necessary to perform the scope of work for the ATP.

Staff recommends that the City Council approve Amendment No. 6 to the On-Call Professional Services Agreement with Mark Thomas in the amount of $203,323 for the ATP (Attachment "D"). Cost negotiations with the consultant yielded a proposal that delivers the required services at a fair and reasonable cost to the City. Due to the extensive public outreach required for this project, staff is also recommending that the City Council approve a contingency for any unforeseen circumstances and/or to make necessary modifications to the scope of work not to exceed 15% of the contract value, in the amount of $30,498, for a total not-to-exceed contract amount of $233,821.

The ATP is expected to begin by spring 2024 with an estimated completion by June 2025.

Traffic and Transportation Commission and City Council meetings to review the draft and final ATP will be scheduled no later than October 2025. The City's website and social media platforms will be updated regularly to inform the public of the community engagement activities and the project's status.

This project is exempt from the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines - California Code of Regulations, Chapter 3 (Guidelines for Implementation of CEQA), Article 19 (Categorical Exemptions), Section 15601(b)(3).

ALTERNATIVES CONSIDERED
The City Council may decide not to approve Amendment No. 6 with Mark Thomas and rebid the project. Staff believes that re-advertising the project will not result in lower bids nor a more qualified consultant. Additionally, re-advertising the project may create potential delays to the project and put the City at risk of meeting the mandatory FHWA milestone completion dates. Funds may be subject to forfeiture if the completion deadlines are not met.

FISCAL REVIEW
The City is required to provide a $50,000 match and the FHWA will cover the remaining costs up to $200,000 with the SS4A grant funding. There are sufficient funds in the Fiscal Year 2023-24 Public Works Department Capital Improvement Program budget to cover the required match.

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LEGAL REVIEW
The City Attorney's Office has reviewed the Amendment No. 6 and has approved it as to form.

CONCLUSION
Staff recommends that the City Council:

1. Approve Amendment No. 6 to the On-Call Professional Services Agreement with Mark Thomas & Company, Inc. for the Active Transportation Plan, in the amount of $203,323;

3. Authorize the City Manager to execute Amendment No. 6 to the On-Call Professional Services Agreement with Mark Thomas & Company, Inc.

Tamara S. Letourneau
City Manager Public Works Director/City Engineer
Kathy Nguyen Jeremy Hohnbaum
Engineering Seryces Manager Principal Civil Engineer
Attachments:

A. SS4A FY22 Grant Agreement
B. RFP for the Active Transportation Plan
C. Proposal Evaluations Summary
D. Amendment No. 6 to the On-Call Professional Services Agreement with Mark Thomas & Company, Inc.

ATTACHMENT A
SS4A FY22 Grant Agreement
DocuSign Envelope ID: DF78A33C-FB57-4015-898B-7F558C02519C SS4A FY22 GRANT AGREEMENT - LAGUNA NIGUEL, CA (2023-07-17)

1. Award No. 2. Effective Date 3. Assistance
See No. 17 Below Listings No.
693JJ32340092 20.939

4. Award To
City of Laguna Niguel Federal Highway of insportation
30111 Crown Valley Parkway
Laguna Niguel, CA 92677 Office of Safety
1200 New Jersey Avenue, SE
HSSA-1, Mail Drop E71-117
Unique Entity Id.: FWD9QAANNZ65
TIN No.: 33-0220695

6. Period of Performance 1. Total Amount
Effective Date of Award - 24 Federal Share: $200,000.00 months Recipient Share: $ 50,000.00
Other Federal Funds: 0.00
Other Funds: $ 0.00
Total: $250,000.00

8. Type of Agreement 9. Authority
Grant Section 24112 of the Infrastructure Investment
and Jobs Act (Pub. L. 117-58, November 15,
2021; also referred to as the "Bipartisan
Infrastructure Law" or "BIL")

10. Procurement Request No. 11. Federal Funds Obligated HSSP230291PR $200,000.00

12. Submit Payment Requests To 13. Payment Office
See article 20. See article 20.

14. Accounting and Appropriations Data
15X0173E50.0000.055SR10500.5592000000.41010.61006600

15. Description of Project
The City of Laguna Niguel Citywide Active Transportation Safety Action Plan (ATSAP) will support efforts to create safer and more equitable streets that eliminate bicyclists and pedestrian injuries and fatalities while increasing mobility for all ages and abilities. Targeted community engagement and data analysis within the ATSAP will define an overarching vision of active transportation within the Laguna Niguel community that will put safety and equity at the forefront of the local active transportation planning. The action plan will provide a prioritized list of recommendations with timing, responsible party, costs, and funding strategies. 1 of 14
DocuSign Envelope ID: DF78A33C-FB57-4015-898B-7F558C02519C SS4A FY22 GRANT AGREEMENT - LAGUNA NIGUEL, CA (2023-07-17)

RECIPIENT FEDERAL HIGHWAY ADMINISTRATION

16. Signature of Person Authorized to Sign 17. Signature of Agreement Officer JASON DAVID Motaly igned by JASON DAVID
9/8/2023 MOTALA Date: 2023.09.12 06:17:24 -06'00
Tamara 5. Letournean
Signature Date Signature Date
Name: Tamara S. Letourneau Name: Jason Motala
Title: City Manager Title: Agreement Officer
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DocuSign Envelope ID: DF78A33C-FB57-4015-898B-7F558C02519C SS4A FY22 GRANT AGREEMENT - LAGUNA NIGUEL, CA (2023-07-17) U.S. DEPARTMENT OF TRANSPORTATION

GRANT AGREEMENT UNDER THE
FISCAL YEAR 2022 SAFE STREETS AND ROADS FOR ALL GRANT PROGRAM This agreement is between the [United States Department of Transportation (the "USDOT")] [Federal Highway Administration (the "FHWA") and the City of Laguna Niguel (the "Recipient").

This agreement reflects the selection of the Recipient to receive a Safe Streets and Roads for All ("SS4A") Grant for the City of Laguna Niguel Active Transportation Safety Plan.

The parties therefore agree to the following:

ARTICLE 1

GENERAL TERMS AND CONDITIONS

1.1 General Terms and Conditions.
(a) In this agreement, "General Terms and Conditions" means the content of the document titled "General Terms and Conditions Under the Fiscal Year 2022 Safe Streets and Roads for All Grant Program," dated February 8, 2023, which is available at https://www.transportation.gov/grants/ss4a/grant-agreements. Articles 7-30 are in the General Terms and Conditions. The General Terms and Conditions are part of this agreement.
(b) The Recipient states that it has knowledge of the General Terms and Conditions.

Recipient also states that it is required to comply with all applicable Federal laws and regulations including, but not limited to, the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (2 CFR part 200); National Environmental Policy Act (NEPA) (42 U.S.C. § 4321 et seq.); and Build America, Buy America Act (BIL, div. G §§ 70901-27).
(c) The Recipient acknowledges that the General Terms and Conditions impose obligations on the Recipient and that the Recipient's non-compliance with the General Terms and Conditions may result in remedial action, termination of the SS4A Grant, disallowing costs incurred for the Project, requiring the Recipient to refund to the FHWA the SS4A Grant, and reporting the non-compliance in the Federal-government-wide integrity and performance system.
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DocuSign Envelope ID: DF78A33C-FB57-4015-898B-7F558C02519C SS4A FY22 GRANT AGREEMENT - LAGUNA NIGUEL, CA (2023-07-17) ARTICLE 2

APPLICATION, PROJECT, AND AWARD

2.1 Application.

Application Title: City of Laguna Niguel Active Transportation Safety Plan Application Date: 09/14/2022

2.2 Award Amount.

SS4A Grant Amount: $200,000

2.3 Award Dates.

Period of Performance End Date: See Section 6 on page 1

2.4 Budget Period
Budget Period End Date: See Section 6 on page 1

2.5 Action Plan Grant or Implementation Grant Designation.

Designation: Action Plan

2.6 Federal Award Identification Number. The Federal Award Identification Number is listed on page 1, line 1.

ARTICLE 3

SUMMARY PROJECT INFORMATION
Summary of Project's Statement of Work.

The award will be used by the City of Laguna Niguel to develop a comprehensive safety action plan.

3.2 Project's Estimated Schedule.
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ACTION PLAN SCHEDULE
Milestone Schedule Date
Planned Draft Action Plan Completion Month 23
Date:

Planned Action Plan Completion Date: Month 24
Planned Action Plan Adoption Date: Month 24
Planned SS4A Final Report Date: Month 24

3.3 Project's Estimated Costs.
(a) Eligible Project Costs
Eligible Project Costs
SS4A Grant Amount: $200,000
Other Federal Funds: $0.00
State Funds: $0.00
Local Funds: $50,000
In-Kind Match: $0.00
Other Funds: $0.00
Total Eligible Project Cost: $250,000
(b) Supplemental Estimated Budget
Cost Element Federal Share Non-Federal Share Total Budget Amount
Direct Labor $0.00 $0.00 $0.00
Fringe Benefits $0.00 $0.00 $0.00
Travel $0.00 $0.00 $0.00
Equipment $0.00 $0.00 $0.00
Supplies $0.00 $0.00 $0.00
Contractual/Consultant $200,000.00 $50,000.00 $250,000.00 Other $0.00 $0.00 $0.00
Indirect Costs $0.00 $0.00 $0.00
Total Budget $200,000.00 $50,000.00 $250,000.00
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DocuSign Envelope ID: DF78A33C-FB57-4015-898B-7F558C02519C SS4A FY22 GRANT AGREEMENT - LAGUNA NIGUEL, CA (2023-07-17) ARTICLE 4

RECIPIENT INFORMATION

4.1 Recipient's Unique Entity Identifier.

FWD9QAANNZ65

4.2 Recipient Contacts).

Kathy Nguyen
Engineering Services Manager
City of Laguna Niguel
30111 Crown Valley Parkway, Laguna Niguel, CA 92677
949-362-4341
[email protected]

4.3 Recipient Key Personnel.

Name Title or Position
Kathy Nguyen Project Manager

4.4 USDOT Project Contacts).

Darren Thacker
Safe Streets and Roads for All Program Manager
Federal Highway Administration
Office of Safety
HSSA-1, Mail Stop: E71-117
1200 New Jersey Avenue, S.E.

Washington, DC 20590
202-366-6409
[email protected]
and
Ashley Cucchiarelli
Agreement Officer (AO)
Federal Highway Administration
Office of Acquisition and Grants Management
HCFA-33, Mail Stop E62-310
1200 New Jersey Avenue, S.E.

Washington, DC 20590
720-963-3589
[email protected]
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DocuSign Envelope ID: DF78A33C-FB57-4015-898B-7F558C02519C SS4A FY22 GRANT AGREEMENT - LAGUNA NIGUEL, CA (2023-07-17) and
Agreement Officer's Representative (AOR)
Division Administratc
ISDOT Sacramento, C
650 Capitol Mall
Suite 4-100
Sacramento, CA 95814
[email protected]
and
Vince Men oticer's Representative (40R)
Division Administrator
FHWA California Division Office
650 Capitol Mall, Ste. 4-100
Sacramento, CA 95814
916-498-5015
[email protected]
and
Lawrence Jesse Glazer
California Division Office Point of Contact
ITS/Operations Engineer
888 S. Figueroa Street, Suite 440
Los Angeles, CA 90017
213-422-4588
[email protected]
Backup California Division Office POC: [email protected] ARTICLE 5

USDOT ADMINISTRATIVE INFORMATION

5.1 Office for Subaward and Contract Authorization.

USDOT Office for Subaward and Contract Authorization: FHWA Office of Acquisition and Grants Management

SUBAWARDS AND CONTRACTS APPROVAL
Note: See 2 CFR § 200.331, Subrecipient and contractor determinations, for definitions of subrecipient (who is awarded a subaward) versus contractor (who is awarded a contract). 7 of 14
DocuSign Envelope ID: DF78A33C-FB57-4015-898B-7F558C02519C SS4A FY22 GRANT AGREEMENT - LAGUNA NIGUEL, CA (2023-07-17) Note: Recipients with a procurement system deemed approved and accepted by the Government or by the AO are exempt from the requirements of this clause. See 2 CFR 200.317 through 200.327.

Note: This clause is only applicable to Action Plan Grants.

Unless described in the application and funded in the approved award, the Recipient must obtain prior written approval from the AO for the subaward, transfer, or contracting out of any work under this award above the Simplified Acquisition Threshold. This provision does not apply to the acquisition of supplies, material, equipment, or general support services. Approval of each subaward or contract is contingent upon the Recipient's submittal of a written fair and reasonable price determination, and approval by the AO for each proposed contractor/sub- recipient. Consent to enter into subawards or contracts will be issued through written notification from the AO or a formal amendment to the Agreement.

The following subawards and contracts are currently approved under the Agreement by the AO.

This list does not include supplies, material, equipment, or general support services which are exempt from the pre-approval requirements of this clause. (Fill in at award or by amendment)

5.2 Reimbursement Requests
(a) The Recipient may request reimbursement of costs incurred in the performance of this agreement if those costs do not exceed the funds available under section 2.2 and are allowable under the applicable cost provisions of 2 C.F.R. Part 200, Subpart E. The Recipient shall not request reimbursement more frequently than monthly. (b) The Recipient shall use the DELPHI elnvoicing System to submit requests for reimbursement to the payment office. When requesting reimbursement of costs incurred or credit for cost share incurred, the Recipient shall electronically submit supporting cost detail with the SF 271 (Outlay Report and Request for Reimbursement for Construction Programs) to clearly document all costs incurred. (c) The Recipient's supporting cost detail shall include a detailed breakout of all costs incurred, including direct labor, indirect costs, other direct costs, travel, etc., and the Recipient shall identify the Federal share and the Recipient's share of costs. If the Recipient does not provide sufficient detail in a request for reimbursement, the AO may withhold processing that request until the Recipient provides sufficient detail. (d) The USDOT shall not reimburse costs unless the Agreement Officer's Representative (the "AOR") reviews and approves the costs to ensure that progress on this agreement is sufficient to substantiate payment.
(e) The USDOT may waive the requirement that the Recipient use the DELPHI eInvoicing System. The Recipient may obtain waiver request forms on the DELPHI eInvoicing website (http://www.dot.gov/cfo/delphi-einvoicing-system.html) or by contacting the 8 of 14
DocuSign Envelope ID: DF78A33C-FB57-4015-898B-7F558C02519C SS4A FY22 GRANT AGREEMENT - LAGUNA NIGUEL, CA (2023-07-17) AO. A Recipient who seeks a waiver shall explain why they are unable to use or access the Internet to register and enter payment requests and send a waiver request to Director of the Office of Financial Management
US Department of Transportation,
Office of Financial Management B-30, Room W93-431
1200 New Jersey Avenue SE
Washington DC 20590-0001
or
[email protected].

If the USDOT grants the Recipient a waiver, the Recipient shall submit SF 271s directly to:

DOT/FAA
P.O. Box 268865
Oklahoma City, OK 73125-8865
Attn: Agreement Specialist
(f) The requirements set forth in these terms and conditions supersede previous financial invoicing requirements for Recipients.

ARTICLE 6

SPECIAL GRANT TERMS

6.1 SS4A funds must be expended within five years after the grant agreement is executed and OT obligates the funds, which is the budget period end date in section 10.3 of th erms and Conditions and section 2,4 in Article

6.2 The Recipient acknowledges that the Action Plan will be made publicly available, and the Recipient agrees that it will publish the final Action Plan on a publicly available website.

6.3 The Recipient demonstrates compliance with civil rights obligations and nondiscrimination laws, including Titles VI of the Civil Rights Act of 1964, the Americans with Disabilities Act (ADA), and Section 504 of the Rehabilitation Act, and accompanying regulations. Recipients of Federal transportation funding will also be required to comply fully with regulations and guidance for the ADA, Title VI of the Civil Rights Act of 1964, Section 504 of the Rehabilitation Act of 1973, and all other civil rights requirements.

6.4 There are no other special grant requirements for this award. 9 of 14
DocuSign Envelope ID: DF78A33C-FB57-4015-898B-7F558C02519C SS4A FY22 GRANT AGREEMENT - LAGUNA NIGUEL, CA (2023-07-17)

ATTACHMENT A

PERFORMANCE MEASUREMENT INFORMATION
Study Area: City of Laguna Niguel
Baseline Measurement Date: 12/01/2023
Baseline Report Date: 12/01/2023
Table 1: Performance Measure Table
Measurement
Measure Category and Description
Frequency
Percent of Funds to Underserved
Communities: Funding amount (of total
project amount) benefitting underserved
communities, as defined by USDOT End of period of
Equity performance
Per the grant application, 24% benefits the
employees of the City; we have
conservatively estimated a 10% benefit to
employees and residents representing
underserved communities in the City.

Project Costs: Quantification of the cost
of each eligible project carried out using
the grant End of period of
Costs
A consultant will be hired to prepare the performance
Action Plan within the budget allocated
for the Plan.

Lessons Learned and Recommendations:

Description of lessons learned and any
recommendations relating to future
Lessons Learned and projects of strategies to prevent death and End of period of Recommendations serious injury on roads and streets. performance The Action Plan will include
recommendations focused on preventing
death and serious injury on roads and
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DocuSign Envelope ID: DF78A33C-FB57-4015-898B-7F558C02519C SS4A FY22 GRANT AGREEMENT - LAGUNA NIGUEL, CA (2023-07-17) Measurement
Measure Category and Description
Frequency
streets affecting people walking and
cycling,
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DocuSign Envelope ID: DF78A33C-FB57-4015-898B-7F558C02519C SS4A FY22 GRANT AGREEMENT - LAGUNA NIGUEL, CA (2023-07-17)

ATTACHMENT B

CHANGES FROM APPLICATION
INSTRUCTIONS FOR COMPLETING ATTACHMENT B: Describe all material lifferences between the scope, schedule, and budget described in the application and the scope schedule, and budget described in Article 3. The purpose of this attachment B is to document the differences clearly and accurately in scope, schedule, and budget to establish the parties' knowledge and acceptance of those differences. See section 10.1.

Scope: No differences
Schedule: No differences (see attached Project Timeline Gantt Chart) Budget: No differences
The table below provides a summary comparison of the project budget.

Application Section 3.3
Fund Source $ % $ %
Previously Incurred Costs
(Non-Eligible Project Costs)
Federal Funds
Non-Federal Funds
Total Previously Incurred Costs
Future Eligible Project Costs
SS4AFunds
Other Federal Funds
Non-Federal Funds
Total Future Eligible Project
Costs
Total Project Costs
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ATTACHMENT C

RACIAL EQUITY AND BARRIERS TO OPPORTUNITY

1. Efforts to Improve Racial Equity and Reduce Barriers to Opportunity.

The Recipient states that rows marked with "X" in the following table are accurate:

A racial equity impact analysis has been completed for the Project. (Identify a report on that analysis or, if no report was produced, describe the analysis and its results in the supporting narrative below.)
The Recipient or a project partner has adopted an equity and inclusion program/plan or has otherwise instituted equity-focused policies related to roject procurement, material sourcing, construction, inspection, hiring, o ther activities designed to ensure racial equity in the overall delivery an implementation of the Project. (Identify the relevant programs, plans, or policies in the supporting narrative below.)
The Project includes physical-barrier-mitigating land bridges, caps, lids, linear parks, and multimodal mobility investments that either redress past barriers to X
opportunity or that proactively create new connections and opportunities for underserved communities that are underserved by transportation. (Identify the relevant investments in the supporting narrative below.) The Project includes new or improved walking, biking, and rolling access for individuals with disabilities, especially access that reverses the disproportional impacts of crashes on people of color and mitigates neighborhood bifurcation. (Identify the new or improved access in the supporting narrative below.) The Project includes new or improved freight access to underserved communities to increase access to goods and job opportunities for those underserved communities. (Identify the new or improved access in the supporting narrative below.)
The Recipient has taken other actions related to the Project to improve racial equity and reduce barriers to opportunity, as described in the supporting narrative below.

The Recipient has not yet taken actions related to the Project to improve racial equity and reduce barriers to opportunity but, before beginning construction of the project, will take relevant actions described in the supporting narrative The Recipient has not taken actions related to the Project to improve racial equity and reduce barriers to opportunity and will not take those actions under Supporting Narrative.

The City has taken steps to analyze and understand the project area with an equity lens. "OnTheMap" tool identified low-income workers in Laguna Niguel, offering an 13 of 14
DocuSign Envelope ID: DF78A33C-FB57-4015-898B-7F558C02519C SS4A FY22 GRANT AGREEMENT - LAGUNA NIGUEL, CA (2023-07-17) alternative equity lens in support of creation of an Active Transportation Safety Action Plan.

The "OnTheMap" tool aggregates Census data for viewing and review. There are many employees in the City of varying income levels that can benefit from mobility improvements. Using the OnTheMap tool, low-income employees within the City as defined by OnTheMap's $1,250 per month or less income category were identified. There are many employment opportunities within the City that vary in pay scales including lower wages.

A salary of $1,250 per month equates to less than the State of California threshold for disadvantaged community members which is 80% of the median household income (less than $60,188 annual salary). The City employs approximately 3,474 low-income workers (comprising about 24% of the total City workforce) who could be engaged with and benefit from the Active Transportation Safety Action Plan. Safer active transportation facilities can provide direct benefit to disadvantaged community members working within the project area that may walk, bicycle, and roll within the City. The scope for the Active Transportation Safety Action Plan includes engagement activities focused on soliciting input on needs and solutions from disadvantaged community members. 14 of 14

ATTACHMENT B
RFP for the Active Transportation Plan
City of Laguna Niguel
Active Transportation Plan
Request for Proposals (RFP)
Issued: November 17, 2023 / Due: December 21, 2023, by 2:00 p.m. PST City of Laguna Niguel - RFP - Active Transportation Plan Page 1 of 23 RFP Summary
RFP Title: Active Transportation Plan
Scope of Work: See Section I-4 (Scope of Work)
RFP Submittal Information: Interested Consultants will submit:
• Three (3) hard copies of the Proposal;
• One (1) hard copy of the Cost Proposal in a separate
envelope; and
• One (1) PDF copy of the Proposal through the City's
electronic procurement system (PlanetBids)
Late proposals will not be accepted.

RFP Due Date: December 21, 2023, by 2:00 p.m. PST
RFP Submittal Requirements: Your proposal must include the information described in Section III (Proposal Form and Content) of this RFP.

Consultant proposals will be considered non-responsive if the proposal does not provide all the information requested in Section III.

Prior to Award of Contract: The successful Consultant must submit a Certificate of Insurance and related endorsements that meet the City's criteria as described in the draft Agreement (Attachment "A" of this RFP).

RFP Questions: Questions regarding this RFP must be submitted through the City's electronic procurement system (PlanetBids). The
deadline to submit questions is November 30, 2023 by 10:00 a.m. PST.

City Contact / Kathy Nguyen
Project Manager: Engineering Services Manager
City of Laguna Niguel
Phone: (949) 362-4341
Email: [email protected]
City of Laguna Niguel - RFP - Active Transportation Plan Page 2 of 23

CONTENTS
Section I - Project Information 5
I-1. Project Background 5
I-2. City Background 5
I-3. Project Goals. 6
1-4. Scope of Work.. 6
Section II - RFP Process ....8
II-1. RFP Timeline.. 8
II-2. RFP Questions and Responses. 8
II-3. RFP Due Date and Opening 9
II-4. RFP Evaluation Process.. 9
II-5. Request for Council Action .....11
II-6. Execution of Agreement 11
II-7. Acceptance of Agreement and Term 11
Section III - Proposal Form and Content.. ...11
III-1. General Information ...11
III-2. Proposal Submission Requirements and Response Format.. ...12 III-3. Certification Statement 12
I|I-4. Letter of Transmittal 13
III-5. Key personnel 13
III-6. Experience ..13
III-7. Project approach .13
II1-8. Schedule .14
III-9. Cost Proposal 14
Section IV - Evaluation / Selection of Proposals .14
IV-1. Clarifications 14
IV-2. Proposal Evaluation and Selection .. 15
IV-3. Single or Multiple Contracts.. .. 15
Section V - General RFP Information. .15
V-1. Public Records. 15
City of Laguna Niguel - RFP - Active Transportation Plan Page 3 of 23 V-2. Cancellation 15
V-3. Late Proposals.. 16
V-4. Disputes . 16
V-5. Proposer Certifications. .16
V-6. Nondiscrimination. 17
V-7. Proposed Liability ..17
V-8. City Requests for Clarification, Additional Research, and Revisions ..18 V-9. Rejection of Proposals. ..18
V-10. Modification or Withdrawal of Proposal by Consultant 19 V-11. Duration of Proposal................... .19
V-12. Local, State, and Federal Requirements. .19
Attachment A - City's Sample Professional Services Agreement.. ..20 Attachment B - Active Transportation Plan Scope of Work .... ..21 Attachment C - Sample Implementation Plan ...22
Attachment D - Certification statement... ...23
City of Laguna Niguel - RFP - Active Transportation Plan Page 4 of 23

SECTION I - PROJECT INFORMATION
1-1. PROJECT BACKGROUND
The City of Laguna Niguel ("'City") is requesting proposals from qualified firms ("Consultant") to develop an Active Transportation Plan, including conceptual design plans and an Implementation Plan. The final report will be presented to the Traffic and Transportation Commission and City Council for their consideration. The selected firm shall furnish all expertise, labor, and resources to provide complete services necessary to fulfill the requirements for the specified work detailed within this RFP.

The City of Laguna Niguel Active Transportation Plan ("ATP") will support efforts to create safer and more equitable streets that eliminate bicyclists and pedestrian injuries and fatalities while increasing mobility for all ages and abilities. Targeted community engagement and data analysis within the ATP will define an overarching vision of active transportation that will put safety and equity at the forefront of active transportation planning in Laguna Niguel. The ATP will provide a prioritized list of recommendations with timing, responsible party, costs, and funding strategies.

This project is federally funded by the Safe Streets and Roads for All (SS4A) grant.

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I-2. CITY BACKGROUND
The City of Laguna Niguel is a 14.7 square mile bedroom community with a population of approximately 67,208 located in Orange County, California. The City was incorporated on December 1, 1989 as a City of Laguna Niguel - RFP - Active Transportation Plan Page 5 of 23 master planned community. The City is known for its mild coastal climate, low crime rate, and its numerous parks and public trails.
1-3. PROJECT GOALS
Preparation of the ATP will help the City address active transportation needs by supporting the development of more sustainable, livable, and efficient walkable communities. The prioritized list of recommendations shall be tied to measurable goals and objectives that shall be developed based on both community input as well as technical analyses throughout the process. The ATP shall provide all the necessary information and analysis required by state guidelines for Active Transportation Plans. By prioritizing improvements, the ATP shall guide future City efforts to secure funding and rapidly implement improvements to strengthen the active transportation network.

The proposed ATP shall address the following goals:
• Provide a master plan that will guide the City's active transportation programs, establish priorities, and inform future capital investments
• Engage and solicit input from community stakeholders
• Incorporate local and regional bikeway planning into the City's priorities • Develop a comprehensive understanding of pedestrian needs and issues • Provide a toolbox of active transportation guidelines and treatments • Provide an overview of active transportation funding opportunities • Encourage demonstration projects and programs targeting active transportation goals I-4. SCOPE OF WORK
Qualified Consultants must have experience with active transportation planning and public outreach.

Attachment "B" contains the scope of work as outlined in the grant application for the project. The following tasks and deliverables will also be required in addition to the scope of work listed in Attachment "B":

Task 1: Project Management
Provide project management for the entire duration of the Project (anticipated at 14 months) and coordinate with the City and other key stakeholders. The Consultant shall conduct a project kick-off meeting with the Project Manager and City staff (Public Works, Community Development, and Parks & Recreation Departments). At the kick-off meeting, key members will be introduced and the following City of Laguna Niguel - RFP - Active Transportation Plan Page 6 of 23 will be discussed: scope of work, project approach, work plan, deliverables, schedule, public outreach plan, and additional request for information.

The Consultant shall conduct up to 14 progress meetings with the Project Manager and City staff. This task shall also include attendance and presentation at one (1) Traffic and Transportation Commission Meeting and one (1) City Council Meeting for final Project presentation and approval.

The final Active Transportation Plan shall be completed by June 2025, with Commission and Council meetings scheduled no later than October 2025.

Deliverables: Final Project scope and schedule; Project kick-off and progress meeting agendas, meeting materials, and meeting notes; prepare, attend, and present at Traffic and Transportation Commission and City Council meetings; additional data/information request; informational materials (e.g., handouts, exhibits, data tables, etc.) for the meetings listed above Task 3: Community Engagement
Stakeholder engagement is critical to the success of this Project. The Consultant shall utilize relevant and comprehensive strategies to receive feedback from as many residents in the community as feasible. It is expected for the Consultant to have an ongoing dialogue with the stakeholders for the duration of the Project. The Consultant shall lead all community engagement events required in this RFP.

The Consultant shall propose a Public Outreach Plan that includes the events and schedule to accomplish the community engagement tasks listed in Attachment "B". The proposal shall state which events are proposed to be virtual. The Public Outreach Plan shall include a strategy to inform the community of the study, provide regular updates, and offer channels for participation and feedback.

Strategies may include providing content for a Project website, hard copy mailings, social media posts, etc. The Public Outreach Plan shall include multiple methods of communication to ensure participation from stakeholders. The City can assist in postcard/letter distribution and managing the Project website.

Implementation of One-Way Protected Class IV ("Cycletrack") Demonstration Project In the proposal, Consultant shall provide a suggested location for the Cycletrack Demonstration Project and provide one concept plan for initial review that includes proposed vertical separation material. The selected Consultant shall provide the final design plan for the demonstration project (anticipated to last up to one month in duration). The City shall provide the labor and materials necessary to set up and implement the demonstration project. The selected Consultant shall provide support throughout the demonstration project and attend a public outreach event for the project.

City of Laguna Niguel - RFP - Active Transportation Plan Page 7 of 23 Deliverables: Develop and implement a Public Outreach Plan for the duration of the Project; deliverables may include website content, monthly communications, creating mailers/flyers/infographics as outreach materials, deploying a street team, etc.; suggested location and concept plan for Cycletrack Demonstration Project in the proposal; final design plan for Cycletrack Demonstration Project; attend public outreach event for the Cycletrack Demonstration Project SECTION 1I - RFP PROCESS
1I-1. REP TIMELINE
The following is the anticipated RFP Timeline. The City reserves the right to make changes to the RFP Timeline for selection and award of the Agreement. Any and all changes in this RFP will be made by written Addendum.

Milestone Date
RFP Issued November 17, 2023
Due date for RFP Questions November 30, 2023 by 10:00 a.m. PST Responses Provided to RFP Questions December 7, 2023
RFP Submittal ("RFP Due Date") December 21, 2023, by 2:00 p.m. PST Optional Consultant Interview(s) - In person Tentatively scheduled for the week of January 15-19, 2024
City Council Award of Project On or about February 20, 2024 Kick-Off Meeting March 2024
II-2. RFP QUESTIONS AND RESPONSES
Consultants interested in submitting a proposal are asked not to contact other City staff or City Council Members in connection with the RFP prior to City Council award of the contract.

Please submit any questions pertaining to the RFP through the City's electronic procurement system (PlanetBids) on or before November 30, 2023 by 10:00 a.m. PST. No questions will be accepted via phone or email. Once all questions are received, the City will summarize all questions and their responses in an addendum to the RFP. The addendum will be provided by December 7, 2023. The addendum will be posted to the City's electronic procurement system (PlanetBids):
https://pbsystem.planetbids.com.

City of Laguna Niguel - RFP - Active Transportation Plan Page 8 of 23 In case additional clarifications need to be provided after December 7, 2023 and before the RFP due date, the City will post additional addenda to PlanetBids.

Each Consultant is responsible for obtaining all addendum prior to submitting a proposal and shall acknowledge in its proposal the receipt of each addendum as part of its proposal. Failure of Consultant to acknowledge receipt of all addenda as part of its proposal may result in rejection of its proposal.

II-3. RFP DUE DATE AND OPENING
Proposals are due on or before the RFP due date, December 21, 2023, by 2:00 p.m. PST.

Proposals will be addressed to the City Contact:

City of Laguna Niguel (City Hall)
c/o Kathy Nguyen
30111 Crown Valley Parkway
Laguna Niguel, CA 92677
Packages may be delivered in person or by mail in one (1) sealed package marked on the outside, "PROPOSAL FOR ACTIVE TRANSPORTATION PLAN. DO NOT OPEN WITH REGULAR MAIL." Consultant shall include three (3) hard copies of the Proposal in the sealed package. Consultant shall also include one (1) hard copy of the Cost Proposal in a separate sealed envelope within the sealed package, bearing the Consultant's name and address, and clearly marked as follows: "COST PROPOSAL FOR ACTIVE TRANSPORTATION PLAN."
Consultant shall submit a PDF copy of the proposal through PlanetBids.

It is the responsibility of the Consultant to ensure the proposal was received by the RFP due date and time. Late proposals will not be accepted. The City will not publicly open or read proposals aloud.

I1-4. RFP EVALUATION PROCESS
This RFP is not a formal bid process governed by formal bid rules typically associated with public projects. The evaluation and selection process are based upon consideration of a variety of factors as described below. Accordingly, the City reserves the right to waive technical errors, alter submission dates, issue subsequent requests for proposals, etc.

An Evaluation Committee comprised of City staff will review and score all proposals based on the Evaluation criteria stated below. The selection will be made based on the recommendation of the team City of Laguna Niguel - RFP - Active Transportation Plan Page 9 of 23 and presented to the City Council for approval to award and agreement execution. The individual rating and/or evaluation forms prepared by the team members will not be revealed; however, a summary of the evaluation results will be presented to the City Council.

During the evaluation process, the Committee may, at its discretion, request any one or all Consultants to make oral presentations by participating in a virtual interview. Such presentations will provide Consultants with an opportunity to answer any questions the Committee may have on their qualification package. Not all Consultants may be asked to make such oral presentations. The interview process will primarily focus on the key personnel proposed by the Consultant to perform work for this City. The City may also request the presence of the Consultant's principal-in-charge, if necessary.

The City of Laguna Niguel will review and evaluate the proposals based on the following factors to select the most qualified Consultant:

1. Key Personnel - The experience and qualifications of the proposed key personnel and the firm on similar projects. The designated Project Manager must be able to perform as the sole point of contact and provide day-to-day direction to team members and subconsultants. Expertise and background of the Project Manager and key team members and their availability to participate on this Study and overall firm capabilities to meet the additional needs of the City will be evaluated.

2. Relevant Experience and Client References

3. Project Approach - The proposed Project approach and services that the firm is capable of providing and the firm's approach to meet the needs of the City. The Consultant understands the City's specific issues and is able to identify challenges as well as possible solutions. Strategies to provide effective public outreach should be emphasized.

4. Project Schedule and Controls - The firm's ability to control costs and provide accurate and timely invoices and stay within budget. The Consultant provides a Project schedule, including public outreach events, and describes techniques to monitor schedule and complete the Project within the proposed time frame.

5. Cost (evaluated for the selected Consultant) - The Cost Proposal will be evaluated based on the reasonableness of the proposed costs. The total allocated budget for this Project is $225,000.

Selection by the City shall be based on demonstrated competence and on the professional qualifications necessary for the satisfactory performance of the services required and shall not be City of Laguna Niguel - RFP - Active Transportation Plan Page 10 of 23 awarded solely based on project cost. Selection will be made to ensure that such services are engaged based on demonstrated experience and qualifications at fair and reasonable prices to the City.

I1-5. REQUEST FOR COUNCIL ACTION
Following evaluation and rating by the City's Evaluation Committee, the City will recommend a Consultant for award at a City Council Meeting. The selected Consultant will enter into an agreement with the City based upon the contents of the RFP and the Consultant's proposal. Consultants not chosen will be informed following the City Council Meeting.

I1-6. EXECUTION OF AGREEMENT
A sample Professional Services Agreement is attached herein as Attachment "A". The term of the Agreement will begin once the Agreement is fully executed, and a W9 and a certificate of insurance and related insurance endorsements that meet the City's requirements have been received and approved
If the Consultant recommended for award of the Project is on the City's 2023 On-Call Professional Services list and has an agreement with the City for On-Call Professional Services made effective July 1, 2023, the Project will be made an Amendment thereto. Potential Consultants are not required to be on the City's 2023 On-Call Professional Services list in order to submit a proposal for this project.

II-7. ACCEPTANCE OF AGREEMENT AND TERM
After the City Council awards the contract, the City will work to fully execute the Professional Services Agreement (Attachment "A") or an Amendment to On-Call Professional Services Agreement. The term of the Professional Services Agreement or Amendment will be for one year or until this RFP's Scope of Work (Section I-4) is completed.

SECTION I! - PROPOSAL FORM AND CONTENT
I1I-1. GENERAL INFORMATION
The City reserves the right to retain all proposals submitted. Submission of a proposal indicates Consultant's acceptance of the conditions contained in this RFP, unless clearly and specifically noted in the proposal submitted and confirmed in the agreement between the City and the Consultant selected.

The City reserves the right to reject any or all proposals, in whole or part, to waive any informality in any proposal, and to accept the proposal which, in its discretion, is in the best interest of the City. Any City of Laguna Niguel - RFP - Active Transportation Plan Page 11 of 23 Consultant may withdraw their proposal, without obligation, at any time prior to the RFP due date. A withdrawal will not be effective unless made in writing to the City Contact prior to the RFP due date.

Proposals may later be referred to the City Council for appropriate action.

Proposals must be valid for a minimum of 90 days.

III-2. PROPOSAL SUBMISSION REQUIREMENTS AND RESPONSE FORMAT Consultant is responsible for preparing a well-organized and concise written proposal. Emphasis should be on completeness, clarity of content, and cost effectiveness of the proposal.

Although there is no page limit, please provide brief, concise, relevant information that best pertains to this RFP.

To be considered for selection, Consultants must submit a complete response to this RFP that includes the following mandatory information and/or requirements in the following format and order. Failure to provide any of the information requested below may be cause for the proposal to be considered non-responsive.

1. Certification Statement

2. Letter of Transmittal

3. Key Personnel

4. Experience

5. Project Approach

6. Schedule

7. Cost Proposal (separate envelope)
Additional guidelines for the mandatory information and/or requirements listed above are described in the next sections.

III-3. CERTIFICATION STATEMENT
All submitted proposals must contain a signed certification statement (Attachment "D"). Additionally, Consultant shall affirmatively state that they have reviewed and are ready to execute the City's standard form Professional Services Agreement (Attachment "A") or an Amendment to On-Call Professional Services Agreement in its Letter of Transmittal.

City of Laguna Niguel - RFP - Active Transportation Plan Page 12 of 23 I11-4. LETTER OF TRANSMITTAL
Identify Consultant's legal name and contact information, including corporate office and local office address, telephone number, website address, and e-mail address. Summarize key elements of the proposal. The letter must stipulate that the cost proposal will remain valid for a period of at least 90 days. The letter shall be signed by an individual or individuals authorized to execute legal documents on behalf of the Consultant.

I1I-5. KEY PERSONNEL
Identify the name and specific qualifications, experience, availability, and appropriate licenses held, if applicable, of the key personnel assigned to the project. Include a resume for the assigned staff member(s). Include resumes and availability for any additional key staff who will aid in accomplishing the scope of work. Include any subconsultants which Consultant proposes to use for any portion of the services. At least one of the key personnel shall be a Professional Civil Engineer and/or Professional Traffic Engineer licensed to practice in the State of California.

Consultant shall also identify a Management Contact (a representative authorized to sign an agreement for your firm and act as the primary point of contact). The successful Consultant may only change the Management Contact, staff, and specialists with prior written permission of the City.

I1I-6. EXPERIENCE
Provide a list of representative projects undertaken by Consultant in the last three (3) years demonstrating experience in providing similar services. Identify the organizations for which the work was performed and provide the names, telephone numbers, and email addresses of persons who can be contacted.

The representative projects shall include the development of active transportation plans, citywide public outreach, and demonstration or quick-build projects. For each project, the Consultant shall provide a project summary, description of outreach, and project budget.

III-7. PROJECT APPROACH
Provide a detailed work plan, including a detailed task description proposed for each element of the Scope of Work described in this RFP. The Proposal will discuss the Consultant's understanding of the project and how the Consultant will conduct each task, in detail sufficient to demonstrate a clear City of Laguna Niguel - RFP - Active Transportation Plan Page 13 of 23 understanding of the Project Goals and Scope of Work. Include potential challenges and possible solutions as well. Additional information which, in your opinion, should be included must be clearly identified.

The Consultant's proposal shall recommend a Public Outreach Plan with strategies that will provide the most stakeholder participation and input. The Consultant shall provide specific tools and communication mediums that will be used to engage stakeholders and collect input. In the proposal, Consultant shall provide a suggested location for the Cycletrack Demonstration Project and provide one concept plan for initial review that includes proposed vertical separation material.

I1I-8. SCHEDULE
In addition to the workplan, please provide a schedule depicting the sequence and duration of tasks that details how the proposed scope of work will be organized and executed.

III-9. COST PROPOSAL
Provide a full description and breakdown of fees for each of the tasks listed in the Scope of Work and to meet the Project Goals. Consultant must state that the proposed fees are guaranteed for the term of the agreement. If the Consultant is on the City's 2023 On-Call Professional Services list and has an agreement with the City for On-Call Professional Services made effective July 1, 2023, the Project's cost proposal shall reflect the fee rates listed in that agreement. Potential Consultants are not required to be on the City's 2023 On-Call Professional Services list in order to submit a proposal for this project.

The Consultant shall submit a firm fixed price that shall include all labor, materials, reprographics, and meetings; there shall be no line items for reimbursables. The Cost Proposal shall be structured in the same order as the project activity schedule. The Cost Proposal shall itemize man-hours, hourly rates, and any other costs for the tasks shown on the project activity schedule.

SECTION IV - EVALUATION / SELECTION OF PROPOSALS
IV-1. CLARIFICATIONS
The City reserves the right to seek written clarification of each proposal submitted. The City also reserves the right to require other evidence of minimum qualifications, technical, managerial, financial, or other abilities prior to selection.

City of Laguna Niguel - RFP - Active Transportation Plan Page 14 of 23 IV-2. PROPOSAL EVALUATION AND SELECTION
The City will select a Consultant based on the evaluation of the submitted proposals. The City reserves the right to request a Best and Final Offer (BAFO) from the top ranked Consultants. The City will recommend the award of contract to the highest ranked and responsive Consultant.

IV-3. SINGLE OR MULTIPLE CONTRACTS
The City will award only one Consultant to provide all services described in the Scope of Work in this RFP (Section 1-4).

SECTION V - GENERAL REP INFORMATION
V-1. PUBLIC RECORDS
Responses to this RFP become the excluśive property of the City and are subject to the California Public Records Act. Those elements in each proposal which are trade secrets as that term is defined in California Civil Code section 3426.1(d) or otherwise exempt by law from disclosure and which are prominently marked as "TRADE SECRET", "CONFIDENTIAL" ", or "PROPRIETARY" may not be subject to disclosure. The City shall not in any way be liable or responsible for the disclosure of any such records including, without limitation, those so marked if disclosure is deemed to be required by law or by an order of the Court. Consultants who indiscriminately identify all or most of their proposal as exempt from disclosure without justification may be deemed non-responsive.

In the event the City is required to defend an action on a Public Records Act request for any of the contents of a proposal marked "confidential", "proprietary", or "trade secret" ', the Consultant agrees, upon submission of its proposal for City's consideration, to defend and indemnify the City from all costs and expenses, including attorney's fees, if any action or liability arising under the Public Records Act.

V-2. CANCELLATION
The City reserves the right to cancel this RFP or the contract award, at any time before execution of the contract by both parties, if cancellation is deemed to be in the best interest of the City. In no event shall the City have any liability for the cancellation of a contract award.

City of Laguna Niguel - RFP - Active Transportation Plan Page 15 of 23 V-3. LATE PROPOSALS
All proposals that are not received by the RFP due date will not be considered and will not be returned to the Consultant.

V-4. DISPUTES
In case of any doubt or differences of opinion as to the items or services to be furnished hereunder, or the interpretation of the provisions of this RFP, the decision of the City shall be final and binding upon all parties.

V-5. PROPOSER CERTIFICATIONS
By the act of submitting a Proposal in response to this RFP, the Proposer certifies that:

1. The Consultant has carefully examined all RFP documents, including the draft Agreement (attached as Attachment "A"), and all addenda, and fully understands the intention of the RFP is to perform all tasks as described in the Scope of Work of this RFP, and the proposal is made in accordance therewith. Except as otherwise noted as part of the proposal, the Consultant certifies that Consultant is ready, willing, and able to comply with all terms of the attached Agreement.

2. The Consultant is familiar with the local conditions under which the work will be performed.

3. The proposal is based upon the requirements described in the RFP, without exception, unless clearly stated in the response.

4. The Consultant accepts all of the terms of the City's Agreement and warrants that Consultant will fully meet all of the insurance requirements contained therein. If the Consultant wishes to amend or modify any terms of the Agreement, such amendment or modification must be stated in particularity in the Proposal. Proposed changes to the Agreement not stated at the time of proposal submission will not be considered. Changes stated will be considered but may not be agreed upon by the City for contract award. If the City does not agree with such noted changes, the Consultant may withdraw the proposed change, or the entire proposal and the City may elect to award the contract to the next highest ranked Consultant.

5. The Consultant certifies, and in the case of sole proprietorship, partnership, or corporation, each party thereto certifies as to its own organization, under penalty of perjury, that to the best City of Laguna Niguel - RFP - Active Transportation Plan Page 16 of 23 of Consultant's knowledge and belief, no elected official, employee, or person whose salary is payable, in whole or in part, by the City has a direct or indirect financial interest in the proposal or in the services to which it relates, or in any of the profits thereof, other than as fully described in the Consultant's response to this RFP.

6. The Consultant has examined all parts of the RFP, including all requirements and contract terms and conditions thereof, and if its proposal is accepted, the Consultant shall accept the contract documents thereto, unless substantive changes are made in same without the approval of the Consultant.

7. The Consultant, if an individual, is of lawful age; is the only one interested in this proposal; and no person, firm, or corporation, other than that named, has any interest in the proposal, or in the proposed Agreement.

8. The Consultant has quality experience providing the types of services and duties as described within the Scope of Work of this RFP.

9. The Consultant shall also certify Consultant's state of residence.

V-6. NONDISCRIMINATION
By the act of submitting a proposal in response to this RFP, the Consultant certifies, under penalty of perjury, that the Consultant has not discriminated against minorities, women, or emerging small business enterprises, or a business enterprise that is owned or controlled by or that employs a disabled veteran, in obtaining any required subcontracts.

V-7. PROPOSED LIABILITY
Consultants responding to this RFP do so solely at their expense, and the City is not responsible for any Consultant expenses associated with the RFP. By proposing, Consultants agree that doing so is at their own risk and the City shall have no liability related thereto. Finalists invited to participate in interview evaluations are responsible for scheduling and paying for their own travel arrangements. The City is not liable for any cost incurred by a Consultant in protesting any portion of the RFP documents or the City's selection decision.

City of Laguna Niguel - RFP - Active Transportation Plan Page 17 of 23 V-8. CITY REQUESTS FOR CLARIFICATION, ADDITIONAL RESEARCH, AND REVISIONS The City reserves the right to obtain clarification of any portion of a proposal or to obtain additional information necessary to properly evaluate a particular proposal. Failure of a Consultant to timely respond to such a request for additional information or clarification may result in a finding that the Consultant is non-responsive and consequent rejection of the proposal.

The City may obtain information from any legal source for clarification of any proposal. The City need not inform the Consultant of any intent to perform additional research in this respect or of any information thereby received.

The City may perform, at its sole option, investigations of any Consultant. Information may include, but shall not necessarily be limited to, current litigation and contracting references. All such documents, if requested by the City, become part of the public record and may be disclosed accordingly.

The City reserves the right to request revisions of any proposal after the date and time due and before award for the purpose of obtaining best and final offers.

V-9. REJECTION OF PROPOSALS
The City reserves the right to reject any or all irregularities or omissions in proposals submitted in response to this RFP to the extent it is determined to be in the best interest of the City to do so.

Furthermore, the City reserves the right to reject any or all proposals or portions thereof submitted in response to this RFP. Proposals may be rejected for one or more of the following reasons, including but not limited to:

1. Failure of the Consultant to adhere to one or more of the provisions established in the RFP.

2. Failure of the Consultant to submit a proposal in the format specified herein.

3. Failure of the Consultant to submit a proposal within the time requirements established herein.

4. Failure of the Consultant to adhere to ethical and professional standards before, during, or following the proposal process.

The City may reject any proposal not in compliance with all prescribed public procurement procedures and requirements and may reject for good cause any or all proposals upon a finding by the City that it is in the public interest to do so. Rejected proposals are considered to be non-responsive.

City of Laguna Niguel - RFP - Active Transportation Plan Page 18 of 23 V-10. MODIFICATION OR WITHDRAWAL OF PROPOSAL BY CONSULTANT A proposal may not be modified, withdrawn, or canceled by the Consultant following the time and date the proposals are due (RFP due date). Proposals submitted early may be modified or withdrawn only by notice to the City at the proposal submittal location prior to the time and date the proposals are due. Such notice shall be submitted to the Project Manager, by email, sent by a duly authorized representative of the Consultant submitting the proposal. All such communication shall be worded so as not to reveal the contents of the original proposal. Withdrawn proposals may be resubmitted prior to the time and date the proposals are due, provided that they are then fully in conformance with the RFP.

V-11. DURATION OF PROPOSAL
Proposal prices, terms, and conditions shall be firm for a period of at least ninety (90) days from the time and date proposals are due. Proposals shall not be subject to future price escalation or changes of terms during the ninety (90) day period.

V-12. LOCAL, STATE, AND FEDERAL REQUIREMENTS
The City intends to select a Consultant in accordance with California law and the City's municipal code.

Selection of a Consultant under this process is not a guarantee of a contract award, nor is the award of a contract for any portion of the project a guarantee of award of a contract for any subsequent work.

All work is subject to budgetary and funding constraints of the City.

The selected Consultant shall comply with all federal, state, and local laws, regulations, executive orders, and ordinances applicable to the work under the Agreement, including, without limitation, the provisions of: (i) Title VI of the Civil Rights Act of 1964; (ii) Section V of the Rehabilitation Act of 1973; (iii) the Americans with Disabilities Act of 1990; (iv) all regulations and administrative rules established pursuant to the foregoing laws; and (v) all other applicable requirements of federal and state civil rights and rehabilitation statutes, rules, and regulations.

City of Laguna Niguel - RFP - Active Transportation Plan Page 19 of 23

ATTACHMENT A - CITY'S SAMPLE PROFESSIONAL SERVICES AGREEMENT City of Laguna Niguel - RFP - Active Transportation Plan

AGREEMENT FOR PROFESSIONAL SERVICES

BETWEEN CITY OF LAGUNA NIGUEL AND
THIS AGREEMENT FOR PROFESSIONAL SERVICES ("Agreement") is made and entered into by and between CITY OF
LAGUNA NIGUEL, a California municipal corporation (City") and ("Consultant). City and Consultant may be referred to individually as "Party" or collectively as "Parties" In consideration of the mutual promises and covenants made by i pre es rany contained herein and other consideration.
acknowledged, the Parties agree as follows:

ARTICLE 1. SERVICES OF CONSULTANT
Scope of Services. In compliance with all terms and conditions of this Agreement, Consultant shall provide those services specified in the "Scope of 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 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.

Consultant's Proposal and City's RFP. Consultant's proposal or bid for this Agreement ("Consultant's Proposal"), dated
incorporated herein by this reference as though fully set forth herein. City circulated a Request for Proposals for the services provided for herein on
Request for Proposals ("City's RFP"), which was responded to by Consultant's Proposal, shall be incorporated herein by this reference as though fully set forth herein. The Scope of Services shall include the scope of services or work included both in Consultant's Proposal as well as in City's RFP. 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 RFP (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, the terms of this Agreement 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, 01405.0006/842569.1 -1-
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. City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes to the work by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written order, consistent with both Section 9.4 as well as the Laguna Niguel Municipal Code, is first given by City to Consultant, incorporating therein any adjustment in the Contract Sum for the actual costs of the extra work and/or the time to perform this Agreement, which said adjustments are subject to the written approval of Consultant. It is expressly understood by Consultant that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services or reasonably contemplated therein. Consultant hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services 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.

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 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 sofiware 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 seg. and California Code of Regulations, Title 8, section 16000 et seg., 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 -2-
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 the "Special Requirements" attached hereto as Exhibit B and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit B and any other provisions of this Agreement, the provisions of Exhibit B shall govern.

ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT
Contract Sum. Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in the "Schedule of Compensation" attached hereto as Exhibit C and incorporated herein by this reference. The total compensation (excluding the Contingency Sum), including reimbursement for actual expenses, shall not exceed is approved last to Section 1.5. Chis Asations in) desa Dollars (S additional compensation
contingency amount equal to percent of the Compensation Sum ("Contingency Sum") to account solely for additional work, or unforeseen conditions, related to the services. The total compensation (including the Contingency Sum), including reimbursement for actual expenses, shall not exceed Dollars ($
("Contract Sum"), unless additional compensation is approved pursuant to Section 1.5. The Consultant shall obtain written approval from the City for any use of the Contingency Sum.

Compensation may include reimbursement, for actual and necessary expenditures, if both specified in the Schedule of Compensation, as well as approved by City in advance. Upon expiration of original term of the Agreement, if term is extended (pursuant to Section 3.2 or otherwise), 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. The Contract Sum 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 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 B, Special Requirements, 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 -3-
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

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

3.1 Term. Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services, which shall be no later than _ 20_. 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.

3.2ł 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 the "Schedule of Performance" attached hereto as Exhibit D and incorporated herein by this reference.

3.3 Force Majeure. The time periods) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of 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 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 ([title, work phone number and work email], 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 -4-
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 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. -5-
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, tor 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.

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) k 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. -6-
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.

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.

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. (a) 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 -7-
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.

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.
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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.

Further Provisions. The indemnity obligation herein shall be binding or 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 -9-
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.

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 wrongtul 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 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 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 -10-
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 prior to such gain or production.

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 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 - 11-
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, 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, 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 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 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, third planes, by reason and or this ares aens. or oriens in ardor 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 -12-
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 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.

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 -13-
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
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 Director at City of Laguna Niguel, _ 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 -14-
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 (1) 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) enterin nto this Agreement does not violate any provision of any other agreement to which said Party i bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and 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:
, a
By:

Name:

Title:

By:

Name:

Title:

Address:

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

EXHIBIT A

SCOPE OF SERVICES
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 will perform services, described in Consultant's Proposal and City's RFP (refer to Section 1.2 for conflicts), and as specified in more detail below.

III. Consultant will perform the following services:

IV. As part of the services, Consultant will prepare and deliver the following tangible work products to City:

V. During performance of the services, Consultant will keep City informed of the status of performance by delivering the following status reports:

VI. Consultant will utilize the following personnel to accomplish the services:

A(1)

EXHIBIT B

SPECIAL REQUIREMENTS
(Superseding Agreement Template)

NOT APPLICABLE
B(1)

EXHIBIT C

SCHEDULE OF COMPENSATION
I. City will compensate Consultant for the services performed upon submission of a valid invoice, as described in Section 2.2.

II.

Th protal co Sestion . these Ages shall not exceed the total of the Contract Sum, III. Consultant will be compensated for services provided pursuant to this Agreement in accordance with description in Consultant's Proposal.

C(1)

EXHIBIT D

SCHEDULE OF PERFORMANCE
I. Consultant shall perform all services and deliver all work products timely in accordance with the schedule described in Consultant's Proposal and City's RFP (refer to Section 1.2 for conflicts)
D(1)

ATTACHMENT B - ACTIVE TRANSPORTATION PLAN SCOPE OF WORK City of Laguna Niguel - RFP - Active Transportation Plan City of Laguna Niguel Active Transportation Plan
Scope of Work
Task Description Deliverables
Task 1: Project Management
Project Team Meetings Organize monthly project development team meetings nthly POT Meeti

1.2 Invoicing and Reporting Monthly invoicing, and project reporting Status Summary and Invo Task 2: Existing Conditions and Needs Analysis
Compile existing collision, traffic, speed, public health, and socioeconomic data. Review adajcent jurisdiction plans, and applicable regional agency (OCTA) active transportation Citywide mapping of data and overlap with surrounding studies. Collect bicycle and pedestrian counts at up to ten (10) focations. Develop level of gencies and regional agencies plans. Bicycle ar traffic stress analysis based on available roadway characteristics, crash history, and public edestrian counts (Assume 10 locations). Level of Traffi Data Collection health data. Stress Mapping.

Project Constraints identify active transportation network gaps and constraints. Mapping of constraints and high need locations.

Develop mapping of existing bicycle, pedestrian, and trails facilities. Provide maps of key

2.3 Project Mappine Items such as land use data and collision analysis. GIS mapping.

Develop mapping of equity related data which may include income, public health, and

2.4 Safety and Equity Analysis socioeconomic factors. IS mapping and potential equity impacts analys echnical memorandum documenting typical signage fe

2.5 Bikeway Network Signage Inventory the bikeway network signage in use within the jurisdiction. [blkeways within City.

Task 3: Community Engagement
Host three (3) workshops throughout the community with interactive and creative input/feedback Strategies should consider low-tech and virtual options. Ensure promotion to disadvantaged/underserved community members for improved participation. Provide

3.1 Community Workshops relevant lanquage translation in outreach materials and workshops Community Workshops (Assume 3 workshops) Walk and Bike Participation Organize one (1) community walk and one (1) community bike ride to collect specific

3.2 Events community input including disadvantaged community members. Community Walk/Rides (Assume 2 events) Host four (4) pop-up booth presence at established community events or high activity locations within the City. Evaluate methods and opportunities to engage disadvantaged community members through social, religious, and advocacy organizations such as food Pop-Up Events at Various Locations Citywide (Assume 4

3.3 Community Pop-Up Events banks or other social support systems. events) Develop anline survey and mapping system to show existing and potential future Improvements for public input. Provide relevant language translation for survey and Online survey and mapping (assume 1 survey and

3.4 Online Survey & Mapping project collateral. mapping engagement tool) Facilitate focused meetings with key stakeholders throughout community such as medical

3.5 Stakeholder Meetings centers, major employers, Chamber of Commerce, etc. Focused Stakeholder Meetings (assume 4 meetings) School District Collaboration Facilitate collaborative meeting with Capistrano Unified School District and local public

3.6 Meeting schools to identify high need areas for improvement. Schools Collaboration Meeting (assume 1 meeting) Facilitate meeting with key partner agencies such as public health, law enforcement,

3.7 Partner Agency Meeting regional housing and transportation agencies, adjacent jurisdictions to solicit input. Partner Apency Meeting (assume 1 meeting) Policymaker Present the project status via briefings and public hearing presentations to the Traffic Policymaker Presentations (assume 2 briefings and 2

3.8 Briefings/Hearings Commission and City Council. public hearings) Task 4: Project Recommendations
Utilize existing conditions analysis and public input to develop non-infrastructure active Non-Infrastructure Recommendations Technical

4.1 Project Recommendations transportation recommendations. Memorandum Wayfinding and Signage Develop a Sien Program that includes recommendations for revisions to wayfinding Wayfinding and Regulatory Signage Technical

4.2 Recommendations network serving active transportation travel for local and regional needs. Memorandum with Mapping Utilize existing conditions analysis and public input to develop active transportation Network Recommendations Technical Memorandum with

4.3 Project Recommendations network recommendations. Mapping Establish criteria and weightings for ranking analysis considering likely funding programs.

Criteria and weighting should consider safety, public health, equity and community

4.4 Prioritization Criteria engagemerit strategies Criteria Development Technical Memorandum 4,5 Project Ranking by Tier Utilize criteria and weightings to develop project ranking list by tiers Tiered Ranking of Projects Technical Memorandum Task 5: Project Mapping and Conceptual Design
Map recommended facilities and improvements by tier (projects and corridors). Evaluate Recommended Facilities by type utilizing GIS software. recommended investment by income levels (and other applicable criteria) for evaluation of Mapping of investment by income levels and other equity

5.1 Proposed Project Mapping potential displacement. factors.

Grant-Ready Cut Sheets for Projects/Corridors (assume

5.2 [Conceptual Design Develop grant-ready conceptual designs and cost estimates for top ranked projects. preparation for S projects) Tosk 6: Plan Development
Develop Implementation Plan focused on engineering actions by City, education to th nplementation and Funding public, and other non-infrastructure recommendations. Prepare a near-term funding

6.1 Plan action plan to advance prioritized efforts. implementation Plan (see sample in Attachment "C*)

16.2 Draft Plan Draft Active Transportation Plan and posting online for public input Administrative and Draft Plan

6.3 Final Plan [Final Active Transportation Plan Final Plan Presentation Slide Deck and Fact Sheet for City Posting

5.4 Summary Presentation Presentation slide deck and collateral for Commission/Council presentations Hard/Digital Copy

ATTACHMENT C - SAMPLE IMPLEMENTATION PLAN
City of Laguna Niguel - RFP - Active Transportation Plan

CITY OF LAGUNA NIGUEL - CROWN VALLEY PARK PARKING STUDY

PARKING MANAGEMENT PLAN

IBI GROUP
7 Parking Management Strategies
This section presents IBI's recommended parking management strategies to improve parking and circulation conditions at CVP. These strategies were developed from analysis of the study data collected, including parking counts, in-person circulation observations, parking survey results, as well as consideration of industry-wide best practices. The parking management strategies are listed in Tables 6 and 7 below and additional detail is provided in Sections 7.1 to 7.8.

Table 6: Parking Management Strategies Already Completed Management Implementation Estimated
No. Strategy Type Timeline Cost
Add More On-Site Bike Promote Active Completed $5,000 per 1 Parking location
Transportation
Designate Circle Drive as a Completed $650
2 Traffic Operations
Loading/Unloading Zone
Valet Parking for Private As Scheduled by Paid by Event 3 Events Traffic Operations Event Space Lessee Space Lessee Table 7: Recommended Parking Management Strategies
Management Implementation
No. Strategy Timeline Estimated Cost
Type
Parking Management Strategies Scheduled for Implementation Educate: $15,000
Educate and/or Expand Improve Active Expand: $95 -
1 the Special Events Shuttle 1 year $155 per hour,
Transportation
per shuttle
Create Special Event $25,000 -
2 Parking Management Plan Traffic Operations 2 years $50,000 Parking Management Strategies for Future Consideration
Add Time Limit Restricted Visitor Demand Up to 5 years, $1,000 - $2,000 3 Parking (Lobby Lot) Management if warranted
$15,000,000-
For Future
$25,000,000
4 Add Parking Capacity Increase Capacity Consideration, if warranted (plus $150,000
O&M per year)
For Future Min. $500,000
Show Dynamic Parking Visitor Demand
5 Consideration, (plus $50,000
Availability Management when available O&M per year)
37 CITY OF LAGUNA NIGUEL - CROWN VALLEY PARK PARKING STUDY

PARKING MANAGEMENT PLAN

IBI GROUP

7.1 Add More On-Site Bike Parking
Implementation Timeline: Complete, may install additional racks when warranted ROM Cost: 7-bike Sonic Wave Rack: $5,000 per location
This strategy recommends installing additional bike parking racks throughout the CVP. Increased bike parking encourages CVP visitors to utilize modes other than vehicles when attending activities or events.

Goal: Promote and encourage park visitors to use active transportation modes when visiting Crown Valley Park, especially when attending special events. 38 CITY OF LAGUNA NIGUEL - CROWN VALLEY PARK PARKING STUDY

PARKING MANAGEMENT PLAN

IBI GROUP

7.2 Designate Circle Drive as a Loading/ Unloading Zone Implementation Timeline: Completed
ROM Cost:
• Striping (180 linear feet): $50
• Loading/ Unloading Zone Signs (2 total): $600
The Circle Drive is described as the area in front of the main entrance to the Crown Valley Park Community Center. The drive aisle is currently being used by park visitors as an unofficial loading and unloading zone. Given the location and design of the Circle Drive, formally designating it as a loading and unloading zone is advantageous. Signage and other markings to designate the loading and unloading zone are in process.

Goal: Enhance the park visitors' experience by providing a designated and conveniently located loading and unloading zone, adjacent to the entrance of the Crown Valley Community Center.
39 CITY OF LAGUNA NIGUEL - CROWN VALLEY PARK PARKING STUDY

PARKING MANAGEMENT PLAN

IBI GROUP

7.3 Valet Parking for Private Events
Implementation Timeline: Currently Available
ROM Cost: Any associated costs will be paid by the person(s) or organization who booked the event space, at no expense to the City
A valet service maximizes on-site parking capacity while minimizing visitors circling to find parking during private events at the Crown Valley Community Center. The valet parking drop-off and pick- up kiosk would be stationed at the Circle Drive and a section of the Back Lot would be used as the valeted cars' parking location. Renters of the Community Center spaces have the ability to request City approval to use a valet parking service for their event and they would pay any associated costs.

Goal: Permits person(s) or organizations booking event spaces at the Crown Valley Community Center to provide a parking convenience to its attendees and maximize use of the available parking spaces during their event.
40 CITY OF LAGUNA NIGUEL - CROWN VALLEY PARK PARKING STUDY

PARKING MANAGEMENT PLAN

IBI GROUP

7.4 Educate and/or Expand Shuttle for Special Events
Implementation Timeline: 1 year
ROM Cost:
• Education Campaign (for approximately 2,000 to 5,000 people):
• $5,000 for program development
• $3,500 for deployment (broadcasting)
• $6,500 for production costs
• Expand Shuttle Service:
• Additional shuttle vehicle: $155 per hour, per shuttle • Additional ADA Accessible Shuttle: $95 per hour, per shuttle The existing special events shuttle is a proven tool in relieving on-site peak parking demand by maximizing the use of offsite spillover parking lots. Count data showed an underutilization of the spillover spaces in the lots at City Hall and the Laguna Niguel Library.

One aspect of this strategy suggests an emphasis on educating visitors that the City provides a shuttle service for special events from spillover parking lots to CVP including where, when, and how often those special event shuttles run.

Another aspect suggests expanding the existing service, to include more shuttles, increased frequency, or longer hours of service to further reduce on-site parking demand at CVP during special events.

Goal: Increase awareness of the special event shuttle service provided by the City and encourage use of the spillover parking lots at City Hall and the Laguna Niguel Library during special events.
41 CITY OF LAGUNA NIGUEL - CROWN VALLEY PARK PARKING STUDY

PARKING MANAGEMENT PLAN

IBI GROUP

7.5 Create Special Event Parking Management Plan
Implementation Timeline: 2 years
ROM Cost:
• Plan development: $25,000 - $50,000 total (covers current special events) • Reserved Signs (10 total): $1,000 - $2,000
A special event parking management plan contains operational strategies for managing automobile, shuttle, and rideshare traffic on-site. The special event plan development team would create a flexible plan that contains proactive strategies for responding to real-time event traffic and circulation patterns. The parking plan is intended to address other components of traffic management by defining parking areas for particular users (reserved spaces, general parking, no parking, etc.) and to include appropriate signage to designate these areas.

CHELS PRIE
Win Oaks Vatter Res CEM
a wine uncine
Goal: Enhance the parking experience for special event park visitors by reducing recirculation, reducing parking lot congestion, and maximizing off-site parking options. 42 CITY OF LAGUNA NIGUEL - CROWN VALLEY PARK PARKING STUDY

PARKING MANAGEMENT PLAN

IBI GROUP

7.6 Implement Time Restricted Parking in Lobby Lot
Implementation Timeline: Up to 5 years, if warranted
ROM Cost:
• Time-Limit Signs (10 total): $1,000 - $2,000
• Curb Painting (200 linear feet): $400
This strategy would implement a time-restriction for parking in the Lobby Lot. The posted time limit could be a duration of 15-minutes. As many park visitors have different lengths of stay, a time-restricted lot would allow visitors who are staying for a brief period the ability to park in a lot with a higher turnover rate. The Lobby Lot would be the most appropriate lot in which to implement a time-restriction as most short-term visitors' destination is the Community Center.

Goal: Increase turnover of parked vehicles in the Lobby lot to improve availability of these parking spaces for short-term park visitors that may only need to make a quick, 15 minutes or less, stop at the Crown Valley Community Center building. 43 CITY OF LAGUNA NIGUEL - CROWN VALLEY PARK PARKING STUDY

PARKING MANAGEMENT PLAN

IBI GROUP

7.7 Add Parking Capacity
Implementation Timeline: For Future Consideration, if warranted ROM Cost:
• Parking Structure (assuming a 3-level structure with 300 - 325 parking spaces):
$15,000,000 - 25,000,000 ($40,000 - $60,000 per parking space), plus ongoing annual maintenance of approximately $150,000 per year This strategy discusses adding new parking resources to increase overall parking capacity. This can be achieved by two potential means: constructing a parking structure in the Back Lot or adding new surface parking locations.

Typically parking structures are erected in areas with intensive land use density and/or those with a high demand for parking with a corresponding limited existing parking supply. The parking industry indicates that optimal parking occupancy is approximately 85%. It is important to utilize parking management strategies to reallocate demand in parking areas experiencing high occupancies exceeding 85% to nearby areas with lower occupancies, wherever possible. Often, it is simply a lack of awareness of nearby available parking spaces that results in the mismatch of supply and demand. Only when demand consistently exceeds 85% across the total available parking supply, should the addition of new parking resources be considered, given the high cost.

The data collected as part of this parking study shows that on typical summer days parking occupancy at Crown Valley Park (CVP) did not exceed 60% and on special event days it did not exceed 82%. It is also worthwhile to note that on special event days, the spillover lots did not exceed 38% occupancy. Therefore, adding parking resources at CVP is not warranted at this time.

The City should employ other parking management strategies and continue to monitor parking occupancy levels during the highest use periods. If parking occupancy at CVP and the spillover lots consistently exceeds 85%, then the City may reconsider adding parking resources.

Goal: Provide additional parking spaces at Crown Valley Park to meet demand. 44 CITY OF LAGUNA NIGUEL - CROWN VALLEY PARK PARKING STUDY

PARKING MANAGEMENT PLAN

IBI GROUP

7.8 Show Dynamic Parking Availability
Implementation Timeline: For Future Consideration, when available ROM Cost: Minimum $500,000, plus ongoing annual maintenance of $50,000 per year Dynamic parking is a technology system that allows visitors to see exactly how many spaces are available in specific parking areas/lots via a mobile phone application and on a sign as they enter the park. Signs would be placed at key park locations such as before the bridge as vehicles enter the park and in the middle of the Side Lot. Dynamic parking occupancy would be determined by parking cameras and/or in-pavement sensors. This technology in practice, would allow visitors to make informed decisions on availability of parking spaces, reducing circling and improving visitor experience. A component of dynamic parking is real-time parking information available via a mobile phone application and online. Dynamic parking technology would also allow for occupancy data monitoring and as a result, more informed decisions about parking in the future.

Currently the parking camera and in-pavement sensor technologies are in beta testing, chiefly for integration with parking meter applications. The tests of the parking camera technology are indicating a limited camera view window with limited accuracy on detecting available parking spaces. Given these current limitations the camera technology is not a recommended solution at this time. To date, the tests of the in-pavement sensor technology have not indicated a useful life greater than 2 to 3 years. Additionally, the only means of replacement for these sensors is to dig them up and place a new sensor. Given both the high cost to install the in-pavement sensors and their short useful life, this technology is not a cost-effective solution at this time.

When warranted based upon CVP parking occupancy levels and the above technologies are proven, the City may reconsider this parking management strategy for a future Capital Improvement Project(s).

SPACES AVAILABLE
Sollege 214
Eastside FULL
Nutwood 299
Goal: Enhance the parking experience of park visitors by providing them with dynamic, real-time parking space availability information reducing recirculation and parking lot congestion. 45 ATTACHMENT D - CERTIFICATION STATEMENT
City of Laguna Niguel - RFP - Active Transportation Plan

CERTIFICATION STATEMENT (SUBMIT WITH PROPOSAL)
This certification statement is provided in response to the City of Laguna Niguel's RFP titled:

Active Transportation Plan
All proposals must include this certification statement, signed by a duly constituted official legally authorized to bind the Consultant to both its proposal and cost schedule.

1. Proposal may be released in total as public information in accordance with the requirements of the laws covering the same. Any proprietary information has been clearly marked.

2. Proposal and cost schedule shall be valid and binding for ninety (90) days following the proposal due date or any revised proposal submission date, whichever is later, and will become part of the contract that is negotiated with the City.

3. The Consultant has not and will not discriminate against a subcontractor in the awarding of a subcontract because the subcontractor is a minority, woman, or emerging small business enterprise.

4. The Consultant certifies that this proposal has been arrived at independently and has been submitted without collusion designed to limit independent bidding or competition.

5. The Consultant has not had any communication with a City Councilmember in relation to their proposal. If so, Consultant will provide a copy of such communication for the public record.

6. The Consultant has never been disqualified, removed, or otherwise prevented from bidding on, or completing a federal, state, or local government project because of a violation of law or safety regulation.

Consultant's Signature Date
Print Name Title
Consultant's Federal Taxpayer Identification Number:

City of Laguna Niguel
0111 Crown Valley Palay agra Be CAren
949) 362-4337 - www.cityoflagunaniguel.org/pv
December 7, 2023
ADDENDUM NO. 1
ACTIVE TRANSPORTATION PLAN •
This Addendum modifies and forms a part of the Request for Proposals. Portions of the Request for Proposals not specifically mentioned in this Addendum remain in force. All trades affected shall be fully advised to these changes, deletions, and additions.

QUESTION #1
Will the City consider a time and materials contract structure? ANSWER #1
No.

QUESTION #2
Please clarify if there is a DBE goal for this project, and if so, what the percentage goal ANSWER #2
There are no DBE goal requirements for preparing the SS4A action plan.

QUESTION #3
For the demonstration project, what type of support is expected from the consultant for the month-long demonstration?
ANSWER #3
The consultant is expected to provide planning efforts to define event details. Support from consultant includes up to two consultant staff for the public outreach event, analysis of public comments, and providing recommendations to address public feedback.

QUESTION #4
Will traffic control be needed to plan for the demonstration project or will the City handle that?
Project Name: Alive Transportation Pan W

Page 1 of 2 ends

ANSWER #4
The consultant will prepare the traffic control plan. The City will handle the traffic control set-up.

QUESTION #5
Task 2.1: Does City GIS data for roadways have the number of lanes and speed limit per road segment?
ANSWER #5
The City does not have GIS data for the number of lanes. The City does have GIS data for speed limit per road segment.

QUESTION #6
Task 2.1: What sampling scheme is expected for the bike and pedestrian counts in terms of number of hours or times of day?
ANSWER #6
Two hours for AM peak, two hours for MD peak, and three hours for PM peak.

QUESTION #7
Task 2.5: What does the City expect in the inventory of bike network signage? Is the exact location and type of sign expected as part of a GIS dataset? Or is the inventory expected to be a summary of the general types and locations of bike network signage? ANSWER #7
An inventory of existing bike network signage is requested in order to identify gaps in ignage. A GIS dataset for sign inventory is not necessary. The requested Sign Program will include quidance for general types and locations of bike network signage for the different roadway classifications (arterial, collector, etc.).

END OF ADDENDUM NO. 1
Cathy Nguyen, Engineering Services Manager
City of Laguna Niquet
City of Laguna Niguel-Public Works Dept. PW
Project Name: Active Transportation Plan

Page 2 of 2 ends

City of Laguna Niguel
Public Works Department
30111 Crown Valley Parkway - Laguna Niguel, CA 92677
(949) 362-4337 - www.cityoflagunaniguel.org/pw
December 15, 2023
ADDENDUM NO. 2

ACTIVE TRANSPORTATION PLAN
This Addendum modifies and forms a part of the Request for Proposals. Portions of the Request for Proposals not specifically mentioned in this Addendum remain in force. All trades affected shall be fully advised to these changes, deletions, and additions.

1. SS4A General Terms and Conditions:

Consultant shall comply with the attached General Terms and Conditions Under the Fiscal Year 2022 Safe Streets and Roads for All ("SS4A") Grant Program: FHWA Projects, Revision 2 dated August 1, 2023.

END OF ADDENDUM NO. 2
Kathyngugen
Kathy Nguyen, Engineering Services Manager
City of Laguna Niguel
City of Laguna Niguel-Public Works Dept. PW
Project Name: Active Transportation Plan

Page 1 of 1 ends

U.S. DEPARTMENT OF TRANSPORTATION

GENERAL TERMS AND CONDITIONS UNDER THE
FISCAL YEAR 2022 SAFE STREETS AND ROADS FOR ALL ("SS4A") GRANT PROGRAM:

FHWA PROJECTS
Original: February 8, 2023
Revision 1: March 28, 2023
Revision 2: August 1, 2023
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Table of Contents
Article 7 Purpose
Purpose.

Article 8 USDOT Role
Division of USDOT Responsibilities.

USDOT Program Contacts...

Article 9 Recipient Role.

9.1 Statements on the Project.

9.2 Statements on Authority and Capacity.

9.3 USDOT Reliance.

9.4 Project Delivery.

9.5 Rights and Powers Affecting the Project..

9.6 Notification of Changes to Key Personnel.

Article 10 Award Amount, Obligation, and Time Periods.

10.1 Federal Award Amount

10.2 Federal Obligations...

10.3 Budget Period .10

10.4 Period of Performance... 10
Article 11 Statement of Work, Schedule, and Budget Changes. 11

11.1 Notification Requirement. 11

11.2 Statement of Work Changes.

11.3 Schedule Changes..

11.4 Budget Changes..

11.5 USDOT Acceptance of Changes. ..12
Article 12 General Reporting Terms... 12

12.1 Report Submission. .. 12

12.2 Alternative Reporting Methods... ..13

12.3 Paperwork Reduction Act Notice....

Article 13 Progress and Financial Reporting.

13.1 Quarterly Program Performance Reports.

13.2 Quarterly Financial Status...

Article 14 Performance Reporting.. 13

14.1 Baseline Performance Measurement. ..13

14.2 Section 24112(h) Report... .14
Article 15 Noncompliance and Remedies. ..15

15.1 Noncompliance Determinations.. . 15

15.2 Remedies.. ..15

15.3 Other Oversight Entities. ..16
Article 16 Agreement Termination .16

16.1 USDOT Termination. ..16

16.2 Closeout Termination. .17

16.3 Post-Termination Adjustments. .17

16.4 Non-Terminating Events.. .. 17

16.5 Other Remedies... 17
Article 17 Monitoring, Financial Management, Controls, and Records.. .18

17.1 Recipient Monitoring and Record Retention. ..18

17.2 Financial Records and Audits. ..18

17.3 Internal Controls. ..18
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17.4 USDOT Record Access.. .. 19
Article 18 Contracting and Subawards.. ..19

18.1 Build America, Buy America. ...19

18.2 Small and Disadvantaged Business Requirements. 21

18.3 Engineering and Design Services.... ..21

18.4 Foreign Market Restrictions... 21

18.5 Prohibition on Certain Telecommunications and Video Surveillance Services or Equipment... 21

18.6 Recipient Responsibilities For Subawards. .. ...21

18.7 Subaward and Contract Authorization. ..22
Article 19 Costs, Payments, and Unexpended Funds .. 22

19.1 Limitation of Federal Award Amount... ...22

19.2 Projects Costs.. .22

19.3 Timing of Project Costs... ...22

19.4 Recipient Recovery of Federal Funds. ..22

19.5 Unexpended Federal Funds... ...22

19.6 Timing of Payments to the Recipient. ..23

19.7 Payment Method.. ...23
19 ∞0 Information Supporting Expenditures. 23

19.9 Reimbursement Frequency... ..23
Article 20 Liquidation, Adjustments, and Funds Availability…. .23

20.1 Liquidation of Recipient Obligations. ..23
Article 21 Agreement Modifications. .23

21.1 Bilateral Modifications. ..23

21.2 Unilateral Contact Modifications.... ..24

21.3 USDOT Unilateral Modifications.. ...24

21.4 Other Modifications.. ..24
Article 22 Climate Change and Environmental Justice .24

22.1 Climate Change and Environmental Justice. ..24
Article 23 Racial Equity and Barriers to Opportunity .24

23.1 Racial Equity and Barriers to Opportunity. ..24
Article 24 Federal Financial Assistance, Administrative, and National Policy Requirements .25

24.1 Uniform Administrative Requirements for Federal Awards.. ..25

24.2 Federal Law and Public Policy Requirements. ..25

24.3 Federal Freedom of Information Act.. ...25

24.4 History of Performance. ..25

24.5 Whistleblower Protection. ..25

24.6 External Award Terms and Obligations. ...25

24.7 Incorporated Certifications. ...26
Article 25 Assignment. .26

25.1 Assignment Prohibited. ..26
Article 26 Waiver... ..26

26.1 Waivers. ...26
Article 27 Additional Terms and Conditions.. .27

27.1 Effect of Action Plan or Implementation Plan ...27

27.2 Disclaimer of Federal Liability.. ...27

27.3 Environmental Review.. ..27

27.4 Railroad Coordination. ...28

27.5 Relocation and Real Property Acquisition. ...28

27.6 Equipment Disposition. ...29
Article 28 Mandatory Award Information ..29
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28.1 Information Contained in a Federal Award. ...29
Article 29 Construction and Definitions ... .29

29.1 Attachments. ..29

29.2 Exhibits. ..29

29.3 Construction .30

29.4 Integration. ..30

29.5 Definitions. ..30
Article 30 Agreement Execution and Effective Date. ..30

30.1 Counterparts. ...30

30.2 Effective Date. ..30
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Index of Definitions
Administering Operating Administration.. ...7
Environmental Review Entity .25
Federal Share... 11
PHWA 7
NOFO ...6
OMB ..11
Program Statute.. .28
Project. 19
Project Closeout 16
SS4A Grant. .28
USDOT........... ........6
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GENERAL TERMS AND CONDITIONS
The Infrastructure Investment and Jobs Act (Pub. L. 117-58, November 15, 2021; also referred to as the "Bipartisan Infrastructure Law" or "BIL") established the Safe Streets and Roads for All (SS4A) Discretionary Grant Program (BIL Section 24112) and appropriated funds to the United States Department of Transportation (the "USDOT") under Division J, Title VIII of BIL to implement the program. The funds are available to provide Federal financial assistance to support local initiatives to prevent death and serious injury on roads and streets, commonly referred to as "Vision Zero" or "Toward Zero Deaths" initiatives.

The USDOT published a Notice of Funding Opportunity (the "NOFO") to solicit applications for Federal financial assistance in Fiscal Year 2022 for the SS4A Discretionary Grant Program (87 Fed. Reg. 31606 (May 24, 2022; subsequently amended in 87 Fed. Reg. 47818 on August 4, 2022).

These general terms and conditions are incorporated by reference in a project-specific grant agreement under the fiscal year 2022 SS4A grant program. Articles 1-6 are in the project- specific portion of the agreement. The term "Recipient" is defined in the project-specific portion of the agreement. Attachments A through Dare project-specific attachments.

ARTICLE 7

PURPOSE

7.1 Purpose. The purpose of this award is to improve roadway safety by significantly reducing or eliminating roadway fatalities and serious injuries through safety action plan development or projects focused on all users, including pedestrians, bicyclists, public transportation users, motorists, personal conveyance and micromobility users, and commercial vehicle operators. The parties will accomplish that purpose by achieving the following objectives:
(1) timely completing the Project; and
(2)
and Attachment B.

ARTICLE 8

USDOT ROLE

8.1 Division of USDOT Responsibilities.
(a) The Office of the Secretary of Transportation is ultimately responsible for the USDOT's administration of the SS4A Grant Program.
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(b) The Federal Highway Administration (the "FHWA") will administer this grant agreement on behalf of the USDOT. In this agreement, the "Administering Operating Administration" means the FHWA.

8.2 USDOT Program Contacts.

FHWA Safe Streets and Roads for All
Federal Highway Administration
Office of Safety
1200 New Jersey Avenue SE
HSA-1, Mail Drop E71-117
Washington, DC 20590
[email protected]
(202) 366-2201
and
[enter FHWA Division Office lead point of contact]
[enter address]
Tenter email address]
[enter telephone]
ARTICLE 9

RECIPIENT ROLE

9.1 Statements on the Project. The Recipient states that:
(1) all material statements of fact in the Grant Application were accurate when that application was submitted; and
(2) Attachment B documents all material changes in the information contained in that application.

9.2 Statements on Authority and Capacity. The Recipient states that:
(1) it has the authority to receive Federal financial assistance under this agreement; (2) It has the legal authority to complete the Project, including either ownership and/or maintenance responsibilities over a roadway network; safety responsibilities that affect roadways; or has an agreement from the agency that has ownership and/or maintenance responsibilities for the roadway within the applicant's jurisdiction; if applicable.
(3) it has the capacity, including institutional, managerial, and financial capacity, to comply with its obligations under this agreement;
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(4) not less than the difference between the "Total Eligible Project Cost" and the "SS4A Grant Amount" listed in section 3.3 are committed to fund the Project; (5) it has sufficient funds available, or an agreement with the agency that has ownership and/or maintenance responsibilities for the roadway within the recipient's jurisdiction, to ensure that infrastructure completed or improved under this agreement will be operated and maintained in compliance with this agreement and applicable Federal law; and
(6) the individual executing this agreement on behalf of the Recipient has authority to enter this agreement and make the statements in this article 9 and in section 24.7 on behalf of the Recipient.

9.3 USDOT Reliance. The Recipient acknowledges that:
(1) the USDOT relied on statements of fact in the Grant Application to select the Project to receive this award;
(2) the USDOT relied on statements of fact in both the Grant Application and this agreement to determine that the Recipient and the Project are eligible under the terms of the NOFO;
(3) the USDOT relied on statements of fact in both the Grant Application and this agreement to establish the terms of this agreement; and (4) the USDOT's selection of the Project to receive this award prevented awards under the NOFO to other eligible applicants.

9.4 Project Delivery.
(a) The Recipient shall complete the Project under the terms of this agreement. (b) The Recipient shall ensure that the Project is financed, constructed, operated, and maintained in accordance with all applicable Federal laws, regulations, and policies. (c) The Recipient shall provide any certifications or assurances deemed necessary by the USDOT in ensuring the Recipient's compliance with all applicable laws, regulations, and policies.
(d) The Recipient shall provide access to records as provided at 2 CFR 200.337.

9.5 Rights and Powers Affecting the Project.
(a) The Recipient shall not take or permit any action that deprives it of any rights or powers necessary to the Recipient's performance under this agreement without written approval of the USDOT.
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(b) The Recipient shall act, in a manner acceptable to the USDOT, promptly to acquire, extinguish, or modify any outstanding rights or claims of right of others that would interfere with the Recipient's performance under this agreement.

9.6 Notification of Changes to Key Personnel. The Recipient shall notify all USDOT representatives who are identified in Section 4.4 in writing within 30 calendar days of any change in key personnel who are identified in Section 4.3.

ARTICLE 10

AWARD AMOUNT, OBLIGATION, AND TIME PERIODS

10.1 Federal Award Amount. The USDOT hereby awards a SS4A Grant to the Recipient in the amount listed in Section 2.2 as the SS4A Grant Amount.

10.2 Federal Obligations.

This agreement obligates for the budget period listed in section 2.5 of the grant agreement.
(a) If the Federal Obligation Type identified in section 2.3 is "Single," then the project- specific agreement obligates for the budget period the amount listed in section 2.2. as the Grant Amount and sections 10.2 (c)-10.2(f) do not apply to the project specific agreement.
(b) If the Federal Obligation Type identified in section 2.3 is "Multiple," then an amount up to the Grant Amount listed in section 2.2 will be obligated with one initial obligation and one or more subsequent, optional obligations, as described in sections 10.2(c)-

10.2(f).
(c) The Obligation Condition Table in section 2.3 allocates the Grant among separate portions of the Project for the purpose of the Federal obligation of funds. The scope of each portion of the Project that is identified in that table is described in section 2.3. (d) The project-specific agreement obligates for the budget period only the amounts allocated in the Obligation Condition Table in section 2.3 to portions of the Project for which that table does not list an obligation condition. (e) The project-specific agreement does not obligate amounts allocated in the Obligation Condition Table in section 2.3 to portions of the Project for which that table lists an obligation condition. The parties may obligate the amounts allocated to those portions of the Project only by modifying the project specific agreement under section 21. (f) For each portion of the Project for which the Obligation Condition Table in section 2.3 lists an obligation condition, the amount allocated in that table to that portion of the Project will be obligated if the condition is met not later than the date listed in Section 2.5 of the project-specific agreement.
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(g) For any portion of the Project for which the Obligation Condition Table in section 2.3 lists an obligation condition, if the obligation condition is satisfied, the parties amend this agreement documenting that:
(1) the FHWA determines that the obligation condition listed in that table for that portion of the Project is satisfied; and
(2) the FHWA determines that all applicable Federal requirements for obligating the amount are satisfied.
(h) The Recipient shall not request reimbursement of costs for a portion of the Project for which the Obligation Condition Table in section 2.3 lists an obligation condition, unless the amount allocated in that table to that portion of the Project is obligated under section

10.2(c) -(f).
(i) Reserved.
(j) The Recipient acknowledges that:
(1) the FHWA is not liable for payments for a portion of the Project for which the Obligation Condition Table in section 2.3 lists an obligation condition, unless the amount allocated in that table to that portion of the Project is obligated under section 10.2(c)-(f);
(2) any portion of the Grant that is not obligated under this section 10.2 by the budget period end date identified in the project-specific agreement for those funds lapses on the day after that date and becomes unavailable for the Project; and (3) the FHWA may consider the failure to obligate funds by the budget period end ate identified in the project-specific agreement as applicable to the Grar rogram for those funds to be a basis for terminating the project-specifi agreement under section 16.

10.3 Budget Period
The budget period for this award begins on the date of this agreement and ends on the budget period end date that is listed in section 2.5, which shall be no later than 5 years from the date of grant execution. In this agreement, "budget period" is used as defined at 2 C.F.R. 200.1.

10.4 Period of Performance.
(a) The period of performance for this award begins on the effective date of award listed in page 1 item 2 and ends on the period of performance end date that is listed in Section 2.3. (b) In this agreement, "period of performance" is used as defined at 2 C.F.R. 200.1. 10 of 30
ARTICLE 11

STATEMENT OF WORK, SCHEDULE, AND BUDGET CHANGES

11.1 Notification Requirement. The Recipient shall notify all USDOT representatives who are identified in section 4.4 in writing within 30 calendar days of any change in circumstances or commitments that adversely affect the Recipient's plan to complete the Project. In that notification, the Recipient shall describe the change and what actions the Recipient has taken or plans to take to ensure completion of the Project. This notification requirement under this section 11.1 is separate from any requirements under this article 11 that the Recipient request amendment of this agreement.

11.2 Statement of Work Changes. If the Project's activities differ from the statement of work that is described in section 3.1 and Attachment B, then the Recipient shall request an amendment of this agreement to update section 3.1.

11.3 Schedule Changes. If one or more of the following conditions are satisfied, then the Recipient shall request an amendment of this agreement to update the relevant dates:
(1) a substantial completion date for the Project or a component of the Project is listed in section 3.2 and the Recipient's estimate for that milestone changes to a date that is more than six months after the date listed in section 3.2; or (2) a schedule change would require the period of performance to continue after the period of performance end date listed in section 2.4.

For other schedule changes, the Recipient shall request an amendment of this agreement unless the USDOT has consented, in writing consistent with applicable requirements, to the change.

11.4 Budget Changes.
(a) The Recipient acknowledges that if the cost of completing the Project increases:
(1) that increase does not affect the Recipient's obligation under this agreement to complete the Project; and
(2) the USDOT will not increase the amount of this award to address any funding shortfall.
(b) The Recipient shall request an amendment of this agreement to update section 3.3 and Attachment B if, in comparing the Project's budget to the amounts listed in section 3.3:
(1) the "Non-Federal Funds" amount decreases; or
the "Total Eligible Project Cost" amount decreases.
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(c) For budget changes that are not identified in section 11.4(b), the Recipient shall request an amendment of this agreement to update section 3.3 and Attachment B unless the USDOT has consented, in writing consistent with applicable requirements, to the change. (d) If the actual eligible project costs are less than the "Total Eligible Project Cost" that is listed in section 3.3, then the Recipient may propose to the USDOT, in writing consistent with applicable requirements, specific additional activities that are within the scope of this award, as defined in sections 7.1 and 3.1, and that the Recipient could complete with the difference between the "Total Eligible Project Cost" that is listed in section 3.3 and the actual eligible project costs.
(e) If the actual eligible project costs are less than the "Total Eligible Project Cost" that is listed in section 3.3 and either the Recipient does not make a proposal under section

11.4(d) or the USDOT does not accept the Recipient's proposal under section 11.4(d), then:
(1) in a request under section 11.4(b), the Recipient shall reduce the Federal Share by the difference between the "Total Eligible Project Cost" that is listed in section

3.3 and the actual eligible project costs; and
(2) if that amendment reduces this award and the USDOT had reimbursed costs exceeding the revised award, the Recipient shall request to add additional project work that is within the scope of this project.

In this agreement, "Federal Share" means the sum of the "SS4A Action Plan or Implementation Grant Amount" and the "Other Federal Funds" amounts that are listed in section 3.3.
(f) The Recipient acknowledges that amounts that are required to be refunded under section

11.4(e)(2) constitute a debt to the Federal Government that the USDOT may collect under 2 C.F.R. 200.346 and the Federal Claims Collection Standards (31 C.F.R. parts 900-999).

11.5 USDOT Acceptance of Changes. The USDOT may accept or reject amendments requested under this article 111, and in doing so may elect to consider only the interests of the SS4A grant program and the USDOT. The Recipient acknowledges that requesting an amendment under this article 11 does not amend, modify, or supplement this agreement unless the USDOT accepts that amendment request and the parties modify this agreement under section 21.1.

ARTICLE 12

GENERAL REPORTING TERMS

12.1 Report Submission. The Recipient shall send all reports required by this agreement to all USDOT contacts who are listed in section 4.4. Reports will be added to a central repository maintained by FHWA.
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12.2 Alternative Reporting Methods. FHWA may establish processes for the Recipient to submit reports required by this agreement, including electronic submission processes. If the Recipient is notified of those processes in writing, the Recipient shall use the processes required by the FHWA.

12.3 Paperwork Reduction Act Notice.

Under 5 C.F.R. 1320.6, the Recipient is not required to respond to a collection of nformation that does not display a currently valid control number issued by the Office o anagement and Budget (the "OMB"). Collections of information conducted under thi agreement are approved under OMB Control No. 2125-0675.

ARTICLE 13

PROGRESS AND FINANCIAL REPORTING

13.1 Quarterly Program Performance Reports. Quarterly, on or before the 20th day of the first month of each calendar year (e.g., reports due on or before January 20", April 20th, July 20"h, and October 20th) and until the end of the period of performance, the Recipient shall submit to the USDOT a Quarterly Project Progress Report in the format and with the content described in Exhibit C (SF-PPR). If the date of this agreement is in the final month of a calendar year, then the Recipient shall submit the first Quarterly Project Progress Report in the second calendar year that begins after the date of this agreement.

13.2 Quarterly Financial Status. Quarterly, on or before the 20th day of the first month of each calendar year, the Recipient shall submit a Federal Financial Report using SF-425.

ARTICLE 14

PERFORMANCE REPORTING

14.1 Baseline Performance Measurement. If the Designation in Section 2.5 is "Implementation," then:
(1) the Recipient shall collect data for each performance measure that is identified in the Performance Measure Table in Attachment A, accurate as of the Baseline Measurement Date that is identified in Attachment A; and (2) on or before the Baseline Report Date that is stated in Attachment A, the Recipient shall submit a Baseline Performance Measurement Report that contains the data collected under this section 14.1 and a detailed description of the data sources, assumptions, variability, and estimated levels of precision for each performance measure that is identified in the Performance Measure Table in Attachment A.
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14.2 Section 24112(h) Report: The Recipient shall submit to the USDOT, not later than 120 days after the end of the period of performance, a report that describes, consistent with section 24112(g) of BIL:
(1) the costs of carrying out the project;
the outcomes and benefits that each eligible project generated as identified in the grant application and measured by data to the maximum extent practicable (i.e. number of fatalities and serious injuries that occurred within the limits of the project location); and
(3) the lessons learned, and any recommendations related to future projects or strategies to prevent death and serious injuries on roads and streets.

14.3 Performance Measurement Information.

For each performance measure that is identified in the Performance Measure Table in Attachment A, not later than January 31 of each year that follows a calendar year within the period of performance during which data was collected, the Recipient shall submit to the USDOT a Performance Measurement Report containing the data collected in the previous calendar year and stating the dates when the data was collected.

14.4 Performance Reporting Survival.

The data collection and reporting requirements in this article 14 survive the termination of this agreement which is three years post period of performance.

14.5 Program Evaluation.

As a condition of grant award, the recipient may be required to participate in an evaluation undertaken by USDOT, or another agency or partner. The evaluation may take different forms such as an implementation assessment across grant recipients, an impact and/or outcomes analysis of all or selected sites within or across grant recipients, or a benefit/cost analysis or assessment of return on investment. The Department may require applicants to collect data elements to aid the evaluation. As a part of the evaluation, as a condition of award, grant recipients must agree to: (1) make records available to the evaluation contractor; (2) provide access to program records, and any other relevant documents to calculate costs and benefits; (3) in the case of an impact analysis, facilitate the access to relevant information as requested; and (4) follow evaluation procedures as specified by the evaluation contractor or USDOT staff.
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ARTICLE 15

NONCOMPLIANCE AND REMEDIES

15.1 Noncompliance Determinations.
(a) If the USDOT determines that the Recipient may have failed to comply with the United States Constitution, Federal law, or the terms and conditions of this agreement, the USDOT may notify the Recipient of a proposed determination of noncompliance. For the notice to be effective, it must be written and the USDOT must include an explanation of the nature of the noncompliance, describe a remedy, state whether that remedy is proposed or effective at an already determined date, and describe the process through and (b) If the USDOT notifies the Recipient of a proposed determination of noncompliance under section 15.1(a), the Recipient may, not later than 7 calendar days after the notice, respond to that notice in the form and through the process described in that notice. In its response, the Recipient may:
(1) accept the remedy;
(2) acknowledge the noncompliance, but propose an alternative remedy; or (3) dispute the noncompliance.

To dispute the noncompliance, the Recipient must include in its response documentation or other information supporting the Recipient's compliance. (c) The USDOT may make a final determination of noncompliance only:
(1) after considering the Recipient's response under section 15.1(b); or (2) if the Recipient fails to respond under section 15.1(b), after the time for that response has passed.
(d) To make a final determination of noncompliance, the USDOT must provide a notice to the Recipient that states the bases for that determination.

15.2 Remedies.
(a) If the USDOT makes a final determination of noncompliance under section 15.1(d), the USDOT may impose a remedy, including:
(1) additional conditions on the award;
(2) any remedy permitted under 2 C.F.R. 200.339-200.340, including withholding of payments; disallowance of previously reimbursed costs, requiring refunds from the Recipient to USDOT; suspension or termination of the award; or suspension and disbarment under 2 C.F.R. part 180; or
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(3) any other remedy legally available.
(b) To impose a remedy, the USDOT must provide a written notice to the Recipient that describes the remedy, but the USDOT may make the remedy effective before the Recipient receives that notice.
(c) If the USDOT determines that it is in the public interest, the USDOT may impose a remedy, including all remedies described in section 15.2(a), before making a final determination of noncompliance under section 15.1(d). If it does so, then the notice provided under section 15.1(d) must also state whether the remedy imposed will continue, be rescinded, or modified.
(d) In imposing a remedy under this section 15.2 or making a public interest determination under section 15.2(c), the USDOT may elect to consider the interests of only the USDOT.
(e) The Recipient acknowledges that amounts that the USDOT requires the Recipient to refund to the USDOT due to a remedy under this section 15.2 constitute a debt to the Federal Government that the USDOT may collect under 2 C.F.R. 200.346 and the Federal Claims Collection Standards (31 C.F.R. parts 900-999).

15.3 Other Oversight Entities.

Nothing in this article 15 limits any party's authority to report activity under this agreement to the United States Department of Transportation Inspector General or other appropriate oversight entities.

ARTICLE 16

AGREEMENT TERMINATION

16.1 USDOT Termination.
(a) The USDOT may terminate this agreement and all of its obligations under this agreement if any of the following occurs:
(1) the Recipient fails to obtain or provide any non-SS4A Grant contribution (all eligible project costs other than the SS4A Grant Amount, as described in section

3.2 table (a) of the grant agreement) or alternatives approved by the USDOT as provided in this agreement and consistent with article 3; (2) a construction start date for the Project or Strategy is listed in section 3.2 and the Recipient fails to meet that milestone by six months after the date listed in section

3.2;
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(3) a substantial completion date for the Project or Strategy is listed in section 3.2 and the Recipient fails to meet that milestone by six months after the date listed in section 3.2;
(4) the Recipient fails to comply with the terms and conditions of this agreement, including a material failure to comply with the schedule in section 3.2 even if it is beyond the reasonable control of the Recipient; or,
(5) the USDOT determines that termination of this agreement is in the public interest. (6) the Recipient fails to expend the funds within 5 years after the date on which the government executes the grant agreement, which is the date funds are provided for'the project.
(b) In terminating this agreement under this section, the USDOT may elect to consider only the interests of the USDOT.
(c) This section 16.1 does not limit the USDOT's ability to terminate this agreement as a remedy under section 15.2.
(d) The Recipient may request that the USDOT terminate the agreement under this section

16.1. 16.2 Closeout Termination.
(a) This agreement terminates on Project Closeout.
(b) In this agreement, "Project Closeout" means the date that the USDOT notifies the Recipient that the award is closed out. Under 2 C.F.R. 200.344, Project Closeout should occur no later than one year after the end of the period of performance.

16.3 Post-Termination Adjustments. The Recipient acknowledges that under 2 C.F.R. 200.345-200.346, termination of the agreement does not extinguish the USDOT's authority to disallow costs, including costs that USDOT reimbursed before termination, and recover funds from the Recipient.

16.4 Non-Terminating Events.
(a) The end of the period of performance described under section 10.4 does not terminate this agreement or the Recipient's obligations under this agreement. (b) The liquidation of funds under section 20.1 does not terminate this agreement or the Recipient's obligations under this agreement.

16.5 Other Remedies. The termination authority under this article 16 supplements and does not limit the USDOT's remedial authority under article 15 or 2 C.F.R. part 200, including 2 C.F.R. 200.339-200.340.
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ARTICLE 17

MONITORING, FINANCIAL MANAGEMENT, CONTROLS, AND RECORDS

17.1 Recipient Monitoring and Record Retention.
(a) The Recipient shall monitor activities under this award, including activities under subawards and contracts, to ensure:
(1) that those activities comply with this agreement; and (2) that funds provided under this award are not expended on costs that are not allowable under this award or not allocable to this award. (b) If the Recipient makes a subaward under this award, the Recipient shall monitor the activities of the subrecipient in compliance with 2 C.F.R. 200.332(d). (c) The Recipient shall retain records relevant to the award as required under 2 C.F.R. 200.334.

17.2 Financial Records and Audits.
(a) The Recipient shall keep all project accounts and records that fully disclose the amount and disposition by the Recipient of the award funds, the total cost of the Project, and the amount or nature of that portion of the cost of the Project supplied by other sources, and any other financial records related to the project.
(b) The Recipient shall keep accounts and records described under section 17.2(a) in accordance with a financial management system that meets the requirements of 2 C.F.R. 200.301-200.303, 2 C.F.R. part 200, subpart F, and title 23, United States Code, and will facilitate an effective audit in accordance with 31 U.S.C. 7501-7506. (c) The Recipient shall separately identify expenditures under the fiscal year 2022 SS4A grants program in financial records required for audits under 31 U.S.C. 7501-7506.

Specifically, the Recipient shall:
(1) list expenditures under that program separately on the schedule of expenditures of Federal awards required under 2 C.F.R. part 200, subpart F, including "FY 2022" in the program name; and
(2) list expenditures under that program on a separate row under Part II, Item 1 ("Federal Awards Expended During Fiscal Period") of Form SF-SAC, including "FY 2022" in column c ("Additional Award Identification").

17.3 Internal Controls. The Recipient shall establish and maintain internal controls as required under 2 C.F.R. 200.303.
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17.4 USDOT Record Access. The USDOT may access Recipient records related to this award under 2 C.F.R. 200.337.

ARTICLE 18

CONTRACTING AND SUBAWARDS

18.1 Build America, Buy America. This award term implements § 70914(a) of the Build America, Buy America Act, Pub. L. No. 117-58, div. G, tit. IX, subtitle A, 135 Stat. 429, 1294(2021) and Office of Management and Budget (OMB) Memorandum M-22-11, "Initial Implementation Guidance on Application of Buy America Preference in Federal Financial Assistance Programs for Infrastructure."
Requirement to Use Iron, Steel, Manufactured Products, and Construction Materials Produced in the United States.

The Recipient shall not use funds provided under this award for a project for infrastructure unless:
(1) all iron and steel used in the project are produced in the United States this means all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States;
(2) all manufactured products used in the project are produced in the United States-this means the manufactured product was manufactured in the United States; and the cost of the components of the manufactured product that are mined, produced, or manufactured in the United States is greater than 55 percent of the total cost of all components of the manufactured product; and
(3) all construction materials are manufactured in the United Statesthis means that all manufacturing processes for the construction material occurred in the United States.

Inapplicability.

The domestic content procurement preference in this award term only applies to articles, materials, and supplies that are consumed in, incorporated into, or affixed to an infrastructure project. As such, it does not apply to tools, equipment, and supplies, such as temporary scaffolding, brought to the construction site and removed at or before the completion of the infrastructure project. Nor does a Buy America preference apply to equipment and furnishings, such as movable chairs, desks, and portable computer equipment, that are used at or within the finished infrastructure project but are not an integral part of the structure or permanently affixed to the infrastructure project.

Waivers.
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When necessary, the Recipient may apply for, and the USDOT may grant, a waiver from the domestic content procurement preference in this award term.

A request to waive the application of the domestic content procurement preference must be in writing. The USDOT will provide instructions on the waiver process and on the format, contents, and supporting materials required for any waiver request. Waiver requests are subject to public comment periods of no less than 15 days and must be reviewed by the Office of Management and Budget (OMB) Made in America Office.

When the USDOT has made a determination that one of the following exceptions applies, the awarding official may waive the application of the domestic content procurement preference in any case in which the USDOT determines that:
(1) applying the domestic content procurement preference would be inconsistent with the public interest;
(2) the types of iron, steel, manufactured products, or construction materials are not produced in the United States in sufficient and reasonably available quantities or of a satisfactory quality; or
(3) the inclusion of iron, steel, manufactured products, or construction materials produced in the United States will increase the cost of the overall project by more than 25 percent.

There may be instances where an award qualifies, in whole or in part, for an existing waiver described at https://www.transportation.gov/office-policy/transportation-policy/made-in-america.

Definitions
"Construction materials" includes an article, material, or supply—other than an item of primarily iron or steel; a manufactured product; cement and cementitious materials; aggregates such as stone, sand, or gravel; or aggregate binding agents or additives—-that is or consists primarily of:
• non-ferrous metals;
plastic and polymer-based products (including polyvinylchloride, composite building materials, and polymers used in fiber optic cables);
• glass (including optic glass);
• lumber; or
• drywall.
"Domestic content procurement preference" means all iron and steel used in the project are produced in the United States; the manufactured products used in the project are produced in the United States; or the construction materials used in the project are produced in the United States. "Primarily iron or steel" means that the cost of the iron and steel content in the article, material, or supply exceeds 50 percent of the total cost of all its components. The cost of iron and steel is the cost of the iron or steel mill products (such as bar, billet, slab, wire, plate, or sheet), castings, or forgings utilized in the manufacture of the product and a good faith estimate of the cost of iron 20 of 30
or steel components. The origin of the elements of the iron or steel is not relevant to the determination of whether it is domestic or foreign.
"Project" means the construction, alteration, maintenance, or repair of infrastructure in the United States.
(a) Construction materials used in the Project are subject to the domestic preference requirement at § 70914 of the Build America, Buy America Act, Pub. L. No. 117-58, div.

G, tit. IX, subtitle A, 135 Stat. 429, 1294 (2021), as implemented by OMB, USDOT, and FHWA. The Recipient acknowledges that this agreement is neither a waiver of § 70914(a) nor a finding under § 70914(b).
(b) Under 2 C.F.R. 200.322, as appropriate and to the extent consistent with law, the Recipient should, to the greatest extent practicable under this award, provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States. The Recipient shall include the requirements of 2 C.F.R. 200.322 in all subawards including all contracts and purchase orders for work or products under this award.

18.2 Small and Disadvantaged Business Requirements. The Recipient shall expend all funds under this award in compliance with the requirements at 2 C.F.R. 200.321 ("Contracting with small and minority businesses, women's business enterprises, and labor surplus area firms").

18.3 Engineering and Design Services. The Recipient shall award each contract or sub- contract for program management, construction management, planning studies, feasibility studies, architectural services, preliminary engineering, design, engineering, surveying, mapping, or related services with respect to the project in the same manner that a contract for architectural and engineering services is negotiated under 2 CFR 200.320or an equivalent qualifications-based requirement prescribed for or by the Recipient.

18.4 Foreign Market Restrictions. The Recipient shall not allow funds provided under this award to be used to fund the use of any product or service of a foreign country during the period in which such foreign country is listed by the United States Trade Representative as denying fair and equitable market opportunities for products and suppliers of the United States in procurement and construction.

18.5 Prohibition on Certain Telecommunications and Video Surveillance Services or Equipment. The Recipient acknowledges that Section 889 of Pub. L. No. 115-232, 2 C.F.R. 200.216 and 2 C.F.R. 200.471 prohibit the Recipient and all subrecipients from procuring or obtaining certain telecommunications and video surveillance services or equipment under this award.

18.6 Recipient Responsibilities For Subawards. If the Recipient makes a subaward under this award, the Recipient shall comply with the requirements on pass-through entities under 2 C.F.R. parts 200 and 1201, including 2 C.F.R. 200.331-200.333. 21 of 30

18.7 Subaward and Contract Authorization.

If the USDOT Office for Subaward and Contract Authorization identified in section 5.1 is "FHWA Office of Acquisition and Grants Management," then the Recipient shall obtain prior written approval from the USDOT agreement officer for the subaward or contracting out of any work under this agreement for Action Plan awards. This provision does not apply to the acquisition of supplies, material, equipment or general support services. That approval will be contingent upon a fair and reasonable price determinatior on the part of the Recipient and the agreement officer's concurrence on that determination.

ARTICLE 19

COSTS, PAYMENTS, AND UNEXPENDED FUNDS

19.1 Limitation of Federal Award Amount. Under this award, the USDOT shall not provide funding greater than the amount obligated on the SS4A Grant cover page, Item 11, Federal Funds Obligated. The Recipient acknowledges that USDOT is not liable for payments exceeding that amount, and the Recipient shall not request reimbursement of costs exceeding that amount.

19.2 Projects Costs. This award is subject to the cost principles at 2 C.F.R. part 200 subpart E, including provisions on determining allocable costs and determining allowable costs.

19.3 Timing of Project Costs.
(a) The Recipient shall not charge to this award costs that are incurred after the period of performance.
(b) The Recipient shall not charge to this award costs that were incurred before the effective date of award of this agreement, unless there has been an approval pre-award costs under 2 C.F.R. 200.458. pre-award costs under 2 C.F.R. 200.458.

Recipient Recovery of Federal Funds. The Recipient shall make all reasonable efforts, including initiating litigation, if necessary, to recover Federal funds if the USDOT determines, after consultation with the Recipient, that those funds have been spent fraudulently, wastefully, or in violation of Federal laws, or misused in any manner under this award. The Recipient shall not enter a settlement or other final position, in court or otherwise, involving the recovery of funds under the award unless approved in advance in writing by the USDOT.

19.5 Unexpended Federal Funds. Any Federal funds that are awarded at section 10.1 but not expended on allocable, allowable costs remain the property of the United States. 22 of 30
Timing of Payments to the Recipient. When reimbursement is used, the Recipient shall not request reimbursement of a cost before the Recipient has entered an obligation for that cost.

19.7 Payment Method. The USDOT may deny a payment request that is not submitted using the method identified in section 5.2.

19.8 Information Supporting Expenditures
(a) If the USDOT Payment System identified in section 5.2 is "DELPHI eInvoicing," then when requesting reimbursement of costs incurred or credit for cost share incurred, the Recipient shall electronically submit the SF 270 (Request for Advance or Reimbursement), shall identify the Federal share and the Recipient's share of costs, and shall submit supporting cost detail to clearly document all costs incurred. As supporting cost detail, the Recipient shall include a detailed breakout of all costs incurred, including direct labor, indirect costs, other direct costs, and travel.
(b) If the Recipient submits a request for reimbursement that the USDOT determines does not include or is not supported by sufficient detail, the USDOT may deny the request or withhold processing the request until the Recipient provides sufficient detail.

19.9 Reimbursement Frequency. If the USDOT Payment System identified in section 5.2 is "DELPHI elnvoicing," then the Recipient shall not request reimbursement more frequently than monthly.

ARTICLE 20

LIQUIDATION, ADJUSTMENTS, AND FUNDS AVAILABILITY

20.1 Liquidation of Recipient Obligations.
(a) The Recipient shall liquidate all obligations of award funds under this agreement not later than the earlier of (1) 120 days after the end of the period of performance or (2) the statutory availability to eligible entities date, which shall be 5 years after the date on which the grant is provided.
(b) Liquidation of obligations and adjustment of costs under this agreement follow the requirements of 2 C.F.R. 200.344-200.346.

ARTICLE 21

AGREEMENT MODIFICATIONS

21.1 Bilateral Modifications. The parties may amend, modify, or supplement this agreement by mutual agreement in writing signed by the USDOT and the Recipient. Either party 23 of 30
may request to amend, modify, or supplement this agreement by written notice to the other party.

21.2 Unilateral Contact Modifications.
(a) The USDOT may update the contacts who are listed in sections 4.4 by written notice to all of the Recipient contacts who are listed in section 4.3.

21.3 USDOT Unilateral Modifications.
(a) The USDOT may unilaterally modify this agreement to comply with Federal law, including the Program Statute.
(b) To unilaterally modify this agreement under this section 21.3(a), the USDOT must provide a notice to the Recipient that includes a description of the modification and state the date that the modification is effective.

21.4 Other Modifications. The parties shall not amend, modify, or supplement this agreement

21.2, or 21.3. If an amendment, modification, or
sxpept as nt imit denier sl under section 211, not permited under sec, in 2112, and, or ARTICLE 22

CLIMATE CHANGE AND ENVIRONMENTAL JUSTICE
Climate Change and Environmental Justice. Consistent with Executive Order 14008, "Tackling the Climate Crisis at Home and Abroad" (Jan. 27, 2021), Attachment C documents the consideration of climate change and environmental justice impacts of the Project.

ARTICLE 23

RACIAL EQUITY AND BARRIERS TO OPPORTUNITY
Racial Equity and Barriers to Opportunity. Consistent with Executive Order 13985, "Advancing Racial Equity and Support for Underserved Communities Through the Federal Government" (Jan. 20, 2021), Attachment D documents activities related to the Project to improve racial equity and reduce barriers to opportunity. 24 of 30
ARTICLE 24

FEDERAL FINANCIAL ASSISTANCE, ADMINISTRATIVE, AND NATIONAL

POLICY REQUIREMENTS
Uniform Administrative Requirements for Federal Awards. The Recipient shall comply with the obligations on non-Federal entities under 2 C.F.R. parts 200 and 1201.

24.2 Federal Law and Public Policy Requirements.
(a) The Recipient shall ensure that Federal funding is expended in full accordance with the United States Constitution, Federal law, and statutory and public policy requirements:
including but not limited to, those protecting free speech, religious liberty, public welfare, the environment, and prohibiting discrimination.
(b) The failure of this agreement to expressly identify Federal law applicable to the Recipient or activities under this agreement does not make that law inapplicable.

24.3 Federal Freedom of Information Act.
(a) The USDOT is subject to the Freedom of Information Act, 5 U.S.C. 552. (b) The Recipient acknowledges that the Technical Application and materials submitted to the USDOT by the Recipient related to this agreement may become USDOT records subject to public release under 5 U.S.C. 552.

History of Performance. Under 2 C.F.R 200.206, any Federal awarding agency may onsider the Recipient's
nonsider the Ree Fenras perancin ase under hisa tement cipinevaluating the risks of

24.5 Whistleblower Protection.
(a) The Recipient acknowledges that it is a "grantee" within the scope of 41 U.S.C. 4712, vhich prohibits the Recipient from taking certain actions against an employee for certai lisclosures of information that the employee reasonably believes are evidence of gros:
mismanagement of this award, gross waste of Federal funds, or a violation of Federal law related this this award.
(b) The Recipient shall inform its employees in writing of the rights and remedies provided under 41 U.S.C. 4712, in the predominant native language of the workforce.

24.6 External Award Terms and Obligations.
(a) In addition to this document and the contents described in article 29, this agreement includes the following additional terms as integral parts:
(1) Appendix A to 2 C.F.R. part 25: System for Award Management and Universal Identifier Requirements;
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(2) Appendix A to 2 C.F.R. part 170: Reporting Subawards and Executive Compensation;
(3) 2 C.F.R 175.15(b): Trafficking in Persons; and
(4) Appendix XII to 2 C.F.R. part 200: Award Term and Condition for Recipient Integrity and Performance Matters.
(b) The Recipient shall comply with:
(1) 49 C.F.R. part 20: New Restrictions on Lobbying;
(2) 49 C.F.R. part 21: Nondiscrimination in Federally-Assisted Programs of the Department of Transportation - Electuation of Tile T of the Civil Rigis Act of (3) 49 C.F.R. part 27: Nondiscrimination on the Basis of Disability in Programs or Activities Receiving Federal Financial Assistance; and
(4) Subpart B of 49 C.F.R. part 32: Governmentwide Requirements for Drug-free Workplace (Financial Assistance).

24.7 Incorporated Certifications. The Recipient makes the statements in the following certifications, which are incorporated by reference:
(1) Appendix A to 49 CFR part 20 (Certification Regarding Lobbying).

ARTICLE 25

ASSIGNMENT

25.1 Assignment Prohibited. The Recipient shall not transfer to any other entity any discretion ranted under this agreement, any right to satisfy a condition under this agreement, ar emedy under this agreement. or any obligation imposed under this agreemer ARTICLE 26
WAIVER

26.1 Waivers.
(a) A waiver granted by USDOT under this agreement will not be effective unless it is in writing and signed by an authorized representative of USDOT. (b) A waiver granted by USDOT under this agreement on one occasion will not operate as a waiver on other occasions.
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(c) If USDOT fails to require strict performance of a provision of this agreement, fails to exercise a remedy for a breach of this agreement, or fails to reject a payment during a breach of this agreement, that failure does not constitute a waiver of that provision or breach.

ARTICLE 27

ADDITIONAL TERMS AND CONDITIONS

27.1 Effect of Action Plan or Implementation Plan. Based on information that the Recipient

27.2 Disclaimer of Federal Liability. The USDOT shall not be responsible or liable for any damage to property or any injury to persons that may arise from, or be incident to, performance or compliance with this agreement.

27.3 Environmental Review
(a) In this section, "Environmental Review Entity" means:
(1) if the Project is located in a State that has assumed responsibilities for environmental review activities under 23 U.S.C. 326 or 23 U.S.C. 327 and the Project is within the scope of the assumed responsibilities, the State; and
(2) for all other cases, the FHWA.
(b) Except as authorized under section 27.3(c), the Recipient shall not begin final design; acquire real property, construction materials, or equipment; begin construction; or take other actions that represent an irretrievable commitment of resources for the Project unless and until:
(1) the Environmental Review Entity complies with the National Environmental Policy Act, 42 U.S.C. 4321 to 4370m-12, and any other applicable environmental laws and regulations; and
(2) if the Environmental Review Entity is not the Recipient, the Environmental Review Entity provides the Recipient with written notice that the environmental review process is complete.
(c) If the Recipient is using procedures for early acquisition of real property under 23 C.F.R. 710.501 or hardship and protective acquisitions of real property 23 C.F.R. 710.503, the Recipient shall comply with 23 C.F.R. 771.113(d)(1). 27 of 30
(d) The Recipient acknowledges that:
(1) the Environmental Review Entity's actions under section 27.3(a) depend on the Recipient conducting necessary environmental analyses and submitting necessary documents to the Environmental Review Entity; and
(2) applicable environmental statutes and regulation may require the Recipient to prepare and submit documents to other Federal, State, and local agencies. (e) Consistent with 23 C.F.R. 771.105(a), to the extent practicable and consistent with Federal law, the Recipient shall coordinate all environmental investigations, reviews, and consultations as a single process.
(f) The activities described in this agreement may inform environmental decision-making processes, but the parties do not intend this agreement to document the alternatives under consideration under those processes. If a build alternative is selected that does not align information in this agreement, then:
(1) the parties may amend this agreement under section 21.1 for consistency with the selected build alternative; or
(2) if the USDOT determines that the condition at section 16.1(a)(5) is satisfied, the USDOT may terminate this agreement under section 16.1(a)(5). (g) The Recipient shall complete any mitigation activities described in the environmental document or documents for the Project, including the terms and conditions contained in the required permits and authorizations for the Project.

27.4 Railroad Coordination. If the agreement includes one or more milestones identified as a "Railroad Coordination Agreement," then for each of those milestones, the Recipient shall enter a standard written railroad coordination agreement, consistent with 23 C.F.R 646.216(d), no later than the deadline date identified for that milestone, with the identified railroad for work and operation within that railroad's right-of-way.

27.5 Relocation and Real Property Acquisition.
(a) The Recipient shall comply with the land acquisition policies in 49 C.F.R. part 24 subpart B and shall pay or reimburse property owners for necessary expenses as specified in that subpart.
(b) The Recipient shall provide a relocation assistance program offering the services described in 49 C.F.R. part 24 subpart C and shall provide reasonable relocation payments and assistance to displaced persons as required in 49 C.F.R. part 24 subparts DE.
(c) The Recipient shall make available to displaced persons, within a reasonable period of time prior to displacement, comparable replacement dwellings in accordance with 49 C.F.R. part 24 subpart E.
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27.6 Equipment Disposition.
(a) In accordance with 2 C.F.R. 200.313 and 1201.313, if the Recipient or a subrecipient acquires equipment under this award, then when that equipment is no longer needed for the Project that entity shall request disposition instructions from the FHWA. (b) In accordance with 2 C.F.R. 200.443(d), the distribution of the proceeds from the disposition of equipment must be made in accordance with 2 C.F.R. 200.313-200.316 and 2 C.F.R. 1201.313.
(c) The Recipient shall ensure compliance with this section 27.6 for all tiers of subawards under this award.

ARTICLE 28

MANDATORY AWARD INFORMATION

28.1 Information Contained in a Federal Award. For 2 C.F.R. 200.211:
(1) the "Federal Award Date" is the date of this agreement, as defined under section

30.2;
(2) the "Assistance Listings Number" is 20.939 and the "Assistance Listings Title" is "Safe Streets and Roads for All Grant Program"; and
(3) this award is not for research and development.

ARTICLE 29

CONSTRUCTION AND DEFINITIONS

29.1 Attachments. This agreement includes the following attachments as integral parts:

Attachment A Performance Measurement Information
Attachment B
Chai Equin and Bariers to Opportunity
Attachment C
Attachment D Climate Change and Environmental Justice Impacts Attachment E
Attachment F Critical Infrastructure Security and Resilience

29.2 Exhibits. The following exhibits, which are in the document titled "Exhibits to FHWA Grant Agreements Under the Fiscal Year 2022 SS4A Grant Program", dated February 8, 2023, and available at https://www.transportation.gov/sites/dot.gov/files/2023-02/SS4A- FY22-FHWA-Exhibits_2023-02-08.pdf, are part of this agreement.

Exhibit A Applicable Federal Laws and Regulations
Exhibit B Additional Standard Terms
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Exhibit C Quarterly Project Progress Reports and Recertifications: Format and Content
Exhibit D Form for Subsequent Obligation of Funds

29.3 Construction. If a provision in the exhibits or the attachments conflicts with a provision in articles 1-30, then the provision in articles 1-30 prevails. If a provision in the attachments conflicts with a provision in the exhibits, then the provision in the attachments prevails.

29.4 Integration. This agreement constitutes the entire agreement of the parties relating to the S4A grant program and awards under that program and supersedes any previou reements, oral or written, relating to the SS4A grant program and awards under th program.

29.5 Definitions. In this agreement, the following definitions apply:
"Program Statute" means the BIL section 24112 and statutory text under the heading "Safe Streets and Roads for All Grants" in title I of division J of the Infrastructure investment and Jobs Act, Pub. L. No. 117-58 (November 15, 2021), and all other provisions of that act that apply to amounts appropriated under that heading "Project" means the project proposed in the Grant Application, as modified by the negotiated provisions of this agreement, including article 3 and Attachments A-D. "SS4A Grant" means an award of funds that were made available under the NOFO. "Grant Application" means the application identified in section 2.1, including Standard Form 424 and all information and attachments submitted with that form through Grants.gov.

ARTICLE 30

AGREEMENT EXECUTION AND EFFECTIVE DATE

30.1 Counterparts. This agreement may be executed in counterparts, which constitute one document. The parties intend each countersigned original to have identical legal effect.

30.2 Effective Date. The agreement will become effective when all parties have signed it. The date of this agreement will be the date this agreement is signed by the last party to sign it.

This instrument constitutes a SS4A Grant when the USDOT's authorized representative signs it.
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ATTACHMENT C
Proposal Evaluations Summary
City of Laguna Niguel
Public Works Department
30111 Crown Valley Parkway, Laguna Niguel, CA 92677
(949) 362-4337 - www.cityoflagunaniguel.org/pw
RFP Name: Active Transporation Plan
RFP Issue Date: November 17, 2023
RFP Due Date: December 21, 2023
No. of Bidders: 3
Evaluation Summary
Firm Name Evaluation Average Evaluation Ranking
Mark Thomas 96 1
Linscott Law & Greenspan 87 2
TJKM 84 3

ATTACHMENT D
Amendment No. 6 to the On-Call Professional Service Agreement with Mark Thomas & Company, Inc.

AMENDMENT NO. 6 TO AGREEMENT FOR ON-CALL PROFESSIONAL SERVICES

BETWEEN CITY OF LAGUNA NIGUEL AND
MARK THOMAS & COMPANY, INC.

THIS AMENDMENT NO. 6 TO AGREEMENT FOR ON-CALL PROFESSIONAL SERVICES ("Amendment") is made and entered into _ by and between CITY

OH LAGUNA NIGUEL
Company e. a it, Corporation Coal cranean cany and at lay be referred tc individually as "Party" or collectively as "Parties."

RECITALS

1. City and Consultant entered into an on-call professional services agreement on July 1, 2023 to provide on-call professional services ("Agreement"). The initial term of the Agreement terminates on June 30, 2026.

2. City has requested active transportation planning and public outreach services for the citywide Active Transportation Plan (ATP) from the Consultant pursuant to the terms of the Agreement.

Consultant submitted a written project proposal for the above requested services ("Project Proposal") pursuant to the terms of the Agreement.

Consultant has the qualifications and experience to render the requested services.

5. City and Consultant have entered into amendments) to the Agreement as detailed in "Prior Amendments to Agreement" attached hereto as Exhibit E-6.

6. City and Consultant now desire to enter into Amendment No. 6 to the Agreement for the performance by Consultant of the requested services for City.

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:

1. Project Term. This Amendment shall become effective as of the date stated above and, unless earlier terminated in accordance with Article 7 of the Agreement, shall continue in full force and effect until completion of the services.

2. Consultant Project Proposal. The Project Proposal from Consultant, for this Amendment to the Agreement, shall be incorporated herein by this reference as though fully set forth herein. The Scope of Services shall include the scope of services or work included in the Project Proposal. In the event of any inconsistency or any conflict between the terms of the Project Proposal, and the Agreement or this Amendment, the terms of the Agreement or this Amendment, respectively, shall govern. No other terms and conditions from the Project Proposal, other than -1-
description of scope of services or work, shall apply to this Amendment or the Agreement, unless specifically agreed to by City in writing.

Project Scope of Services. In compliance with all terms and conditions of the Agreement and this Amendment, Consultant shall provide the services specified in the "Scope of Services" attached hereto as Exhibit A-6 and incorporated herein by this reference, which may be referred to herein as the "services" or "work" hereunder.

4. Project Special Requirements. Additional terms and conditions of this Amendment, if any, which are made a part hereof are set forth in the "Special Requirements" attached hereto as Exhibit B-6 and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit B-6, and any other provisions of this Amendment or the Agreement, the provisions of Exhibit B-6 shall govern.

Project Compensation and Aggregate Contract Sums. Subject to any limitations set forts. set forth in the Agreement and this Amendment, City agrees to pay Consultant the amounts specified in the "Schedule of Compensation" attached hereto as Exhibit C-6 and incorporated herein by this reference. The total compensation (excluding the Contingency Sum), including reimbursement for actual expenses, shall not exceed Two Hundred and Three Thousand and Three Hundred Twenty Three Dollars ($203,323) ("Compensation Sum"). This Amendment includes a contingency amount equal to fifteen percent of the Compensation Sum ("Contingency Sum") to account solely for additional work, or unforeseen conditions, related to the services. The total compensation (including the Contingency Sum), including reimbursement for actual expenses, shall not exceed Two Hundred Thirty Three Thousand and Eight Hundred Twenty One Dollars ($233,821) ("Contract Sum"), unless additional compensation is approved pursuant to Section

1.5 of the Agreement. The Consultant shall obtain written approval from the City for any use of the Contingency Sum. Compensation may include reimbursement, for actual and necessary expenditures, if both specified in either the Schedule of Compensation (Exhibit C-6 to this Amendment) or the Schedule of On-Call Compensation (Exhibit C to the Agreement), as well as approved by City in advance. The Contract Sum 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 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.

6. Project Schedule of Performance. Consultant shall commence the services pursuant to this Amendment upon receipt of a written notice to proceed pursuant to Exhibit A-6 and shall perform all services within the time period(s) established in the "Schedule of Performance" attached hereto as Exhibit D-6 and incorporated herein by this reference (and as applicable the "Schedule of Performance" attached as Exhibit D to the Agreement).

7. Prior Amendments to Agreement. Prior amendments to the Agreement, if any, are itemized in "Prior Amendments to Agreement," attached hereto as Exhibit E-6 and incorporated herein by this reference.
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Consultant Representative for Project. The Consultant Representative for the work or services under this Amendment is Paul Martin, Project Manager, 949-697-7840, [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 Amendment to the Agreement. Therefore, the representative shall be responsible during the term of this Amendment for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. For purposes of this Amendment, the representative may not be replaced nor may their responsibilities be substantially reduced by Consultant without the express written approval of City.

9. Continuing Effect of the Agreement. Except as amended by this Amendment No. 6, and Amendment Nos. 1 through 5, all provisions of the Agreement shall remain unchanged and in full force and effect. From and after the date of this Amendment, whenever the term "Agreement" appears in the Agreement, it shall mean the Agreement, as amended by this Amendment No. 6.

10. Affirmation of the Agreement. City and Consultant each ratify and reaffirm each and every one of the respective rights and obligations arising under the Agreement. Each Party represents and warrants to the other that the Agreement is currently an effective, valid, and binding obligation.

Adequate Consideration. The Parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment.

12. Authority. The persons executing this Amendment 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 Amendment on behalf of said Party, (iii) by so executing this Amendment, such Party is formally bound to the provisions of this Amendment, and (iv) entering into this Amendment does not violate any provision of any other agreement to which said Party is bound. [SIGNATURES ON FOLLOWING PAGEJ
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IN WITNESS WHEREOF, the Parties hereto have executed this Amendment 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:

Mark Thomas & Company, 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-6

SCOPE OF SERVICES
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 will perform active transportation planning and public outreach services for the ATP described in the Project Proposal dated December 21, 2023 (refer to Section 1.2 of the Agreement for conflicts).

A-6(1)
EXHIBIT B-6

SPECIAL REQUIREMENTS
(Superseding Amendment Template)

NOT APPLICABLE
B-6(1)
EXHIBIT C-6

SCHEDULE OF COMPENSATION
I. City will compensate Consultant for the services performed upon submission of a valid invoice, as described in Section 2.2 of the Agreement.

II. The total compensation for the services provided pursuant to this Amendment shall not exceed the Contract Sum, as provided in Section 5 of this Amendment.

Ill. Consultant will be compensated for services provided pursuant to this Amendment pursuant to the fees and rates in Exhibit C of the Agreement and in accordance with the Project Proposal.

C-6(1)
EXHIBIT D-6

SCHEDULE OF PERFORMANCE
I. Consultant shall perform all services and deliver all work products timely in accordance with the Project Proposal and shall not receive additional compensation for work completed after the term of this Amendment.

D-6(1)
EXHIBIT E-6

PRIOR AMENDMENTS TO AGREEMENT
Amendment No. 1 to Agreement, executed on July 1, 2023, provides Traffic Engineering services from Consultant to City for a not-to-exceed Aggregate Contract Sum of $660,000

2. Amendment No. 2 to Agreement, executed on July 1, 2023, provides Project and Program Management services from Consultant to City for a not-to-exceed Aggregate Contract Sum of $330.000

3. Amendment No. 3 to Agreement, executed on July 1, 2023, provides Graphic Design, Marketing, Photography and Videography services from Consultant to City for a not-to- exceed Aggregate Contract Sum of $165,000.
4 Amendment No. 4 to Agreement, executed on July 1, 2023, provides Local Transportation Climate Adaptation Program (LTCAP) Grant application services from Consultant to City for a not-to-exceed Contract Sum of $33,000.

5. Amendment No. 5 to Agreement, executed on August 15, 2023, provides design and engineering plan preparation services for interim conditions on La Paz Road from Consultant to City for a not-to-exceed Contract Sum of $205,658.

E-6(1)

Laguna Niguel City CouncilFebruary 20, 2024

Laguna Niguel City Council
February 20, 2024