Laguna Niguel City Council
November 19, 2024

CITY OF LAGUNA NIGUEL

CITY COUNCIL AGENDA ITEM
To: Honorable Mayor and Council Members
FROM: Jacki Scott, Public Works Director/City Engineer
DATE: November 19, 2024
SUBJECT: Award of Professional Services Agreement to Moore lacofano Goltsman, Inc. dba MIG, Inc. for Open Space Inventory

RECOMMENDATION
Staff recommends that the City Council:

1. Award the Professional Services Agreement to Moore lacofano Goltsman, Inc. dba MIG, Inc. for Open Space Inventory in the not-to-exceed amount of $71,391.

2. Approve a not-to-exceed 20% contingency of the total contract in the amount of $14,278 for unforeseen conditions or extra work and authorize the Public Works Director/City Engineer to approve additional work with Moore lacofano Goltsman, Inc. dba MIG, Inc. for a total not-to-exceed amount of $85,669, if needed; and,

3. Authorize the City Manager to execute the agreement and future amendments to the Professional Services Agreement with MIG, Inc., subject to the City Attorney making non-substantive changes.

BACKGROUND
The City of Laguna Niguel is committed to providing a vibrant quality of life for all residents, businesses and visitors in a safe and aesthetically pleasing community. Over one-third of the City is designated as open space. Open spaces are essential in maintaining a high quality of life for the community. As part of the City's adopted Strategic Plan Goal 3, Open Space and Environmental Preservation, an implementation strategy was approved to inventory all components of open space within the City, including creation of maps of each open space component.

In recent years, the community has expressed increasing interest in the various open space areas in the City. In the 2024 Strategic Plan survey the community affirmed that they value the City's environmental quality and beauty. The community also indicated that

the preservation of natural resources, outdoor recreation activities and the sustainability of open spaces improve their quality of life. The information from the Open Space Inventory report will guide the City with future preservation of its open spaces and in strategically identifying grant funding opportunities.

Once the initial inventory assessment is complete, the information will be used to produce a comprehensive report for the City to use when discussing the ownership and maintenance responsibilities of each open space component. The report will also feature individual maps of each component, showcasing its location within the City, in addition to, public education materials.

The open space components to be inventoried include but are not limited to the following:
(a) Conservation Areas; (b) Open Space Corridors; (c) Scenic Corridors; (d) Prominent Landforms; (e) Undeveloped Hillsides; (f) Trails; (g) Greenbelts; (h) Landscaped Slopes; (i) Parks; (i) Private Parks/Recreation Facilities; (k) School Recreation Facilities.

Due to the specialized knowledge and experience needed to perform an open space inventory and comprehensive report, the City opted to release a Request for Proposals (RFP) on the City's electronic bidding portal, Planetbids, rather than soliciting proposals from the on-call professional services list. In July 2024, staff published a Request for Proposals (RFP), shown in Attachment "A", to identify the most qualified consultant to provide an inventory of all open spaces located within the City.

ANALYSIS
In response to the RFP, six proposals were received. The proposals were evaluated based on the following six criteria: (1) Key Personnel; (2) Project Approach; (3) Project Controls; (4) Relevant Experience and Client References; (5) Cost; and (6) Zoom Interviews. The Proposals Evaluation Summary is found in Attachment "B". The table below displays the consultants, total costs and ranking.

Consultant Total Cost Ranking
Moore lacofano Goltsman, Inc. dba
$71,391 1
MIG, Inc. (Recommended)
Kimley Horn and Associates, Inc. $74,905 2
Psomas $83,285 3
PlaceWorks $99,800 4
Endemic Environmental Services, Inc. $159,600 5
LSA Associates, Inc. Non-Responsive 6

Pursuant to Laguna Niguel Municipal Code Section 3-6-8, professional services contracts of an estimated expenditure of $50,000 or more must be awarded based on 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.

After a thorough review of the proposals received, and based on all relevant factors, staff selected Moore lacofano Goltsman, Inc. dba MIG, Inc. (MIG) because this firm has the best overall value to perform the Open Space Inventory. Most notably, MIG demonstrated they had more comprehensive experience performing similar inventories and maps in southern California, including the City of Santa Ana, Los Angeles County and the City of Bakersfield.

Staff recommends that the City Council award the Professional Services Agreement to Moore lacofano Goltsman, Inc. dba MIG, Inc. for the Open Space Inventory in the not-to- exceed amount of $71,391. In addition, the Agreement will include a not-to-exceed 20% contingency of the total contract in the value of $22,911 for additional work for a total not- to-exceed amount of $14,278. Since incorporation, the City has not had a comprehensive inventory of its open spaces, therefore, staff is recommending a 20% contingency in lieu of the standard 10% contingency for this project. The Professional Services Agreement with Moore lacofano Goltsman, Inc. dba MIG, Inc. can be found as Attachment "C".

ALTERNATIVES CONSIDERED

1. The City Council may direct staff to reject all proposals and rebid the RFP for the Open Space Inventory. Staff believes that rebidding will not result in more desirable bids.

2. The City Council may decide not to approve the Professional Services Agreement with Moore lacofano Goltsman, Inc. dba MIG, Inc. and delay the Open Space Inventory to a later date.

FISCAL REVIEW
The Fiscal Year 2024-25 Public Works Department operating budget includes sufficient funding for this project.

LEGAL REVIEW
The City Attorney's Office has reviewed the Professional Services Agreement and has approved the document as to form.

CONCLUSION
Staff recommends that the City Council:

1. Award the Professional Services Agreement to Moore lacofano Goltsman, Inc. dba MIG, Inc. for Open Space Inventory in the not-to-exceed amount of $71,391.

2. Approve a not-to-exceed 20% contingency of the total contract in the amount of $14,278 for unforeseen conditions or extra work and authorize the Public Works Director/City Engineer to approve additional work with Moore lacofano Goltsman, Inc. dba MIG, Inc. for a total not-to-exceed amount of $85,669, if needed; and,

3. Authorize the City Manager to execute the agreement and future amendments to the Professional Services Agreement with MIG, Inc., subject to the City Attorney making non-substantive changes.

Jamas Setonswan
Tamara S. Letourneau
City Manager Public Works Director/City Engineer
cluEverett
Kelli Everett
Senior Management Analyst
Attachments:

A. RFP for Open Space Inventory
B. Proposals Evaluation Summary
C. Professional Services Agreement with Moore lacofano Goltsman, Inc. dba MIG, Inc.

ATTACHMENT A
RFP for Open Space Inventory
City of Laguna Niguel
Open Space Inventory
Request for Proposals (RFP)
Issued: July 26, 2024 / Due: August 26, 2024, by 10:00 a.m. PST RFP Summary
RFP Title: Open Space Inventory
Scope of Work: See Section I-5 (Scope of Work)
RFP Submittal Information: Interested Consultants will submit a PDF copy of their Proposal through the City's electronic procurement system (PlanetBids).

Late proposals will not be accepted.

RFP Due Date: August 26, 2024, by 10:00 a.m. PST
RFP Submittal Requirements: Submitted proposals 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 W9, a Certificate of Insurance and related policy language and/or endorsements that meet the City's criteria as described in the draft Agreement (Attachment C of this RFP).

REP Questions: Questions regarding this RFP must be submitted through the City's electronic procurement system (PlanetBids). The
deadline to submit questions is August 7, 2024, by 10:00 a.m.

PST
City Contact / Kelli Everett
Project Manager: Senior Management Analyst
City of Laguna Niguel
Office: (949) 362-4048
Email: [email protected]
City of Laguna Niguel, CA - RFP - Open Space Inventory Page 2 of 31

TABLE OF CONTENTS
Section I - Project Information .4
I-1. Program Background 5
I-2. City Background .. 5
I-3. Related Resources.. ..6
1-4. Project Goals and Project Deliverables.. 6
I-5. Scope of Work.. ..7
Section II - RFP Process. ...12
II-1. RFP Timeline. ... 12
II-2. RFP Questions and Responses.. ...12
II-3. RFP Due Date and Opening ..........13
II-4. RFP Evaluation Process.. ...13
II-5. Award of Contract 14
II-6. Execution of Agreement ..14
II-7. Acceptance of Agreement and Term.. 15
Section III - Proposal Form and Content.. ..16
III-1. General Information... ..16
III-2. Proposal Submission Requirements and Response Format.. ..16 III-3. Certification Statement. ..17
III-4. Letter of Transmittal... .17
III-5. Project Approach and Draft Project Schedule ..17 III-6. Experience... . 17
IIII-7. Key Personnel.. ....17
IlI-8. Itemized Cost Proposal ..17
IlI-9. Other Information ..18
Section IV - Evaluation / Selection of Proposals ..19
IV-1. Clarifications... ..19
IV-2. Proposal Evaluation and Selection.. ... 19
IV-3. Single or Multiple Contracts ...19
Section V - General RFP Information. ..20
V-1. Public Records ..20
V-2. Cancellation ..20
City of Laguna Niguel, CA - RFP - Open Space Inventory Page 3 of 31 V-3. Late Proposals.. ..20
V-4. Disputes ...20
V-5. Proposer Certifications ..20
V-6. Nondiscrimination ..22
V-7. Proposed Liability ..22
V-8. City Requests for Clarification, Additional Research, and Revisions ...22 V-9. Rejection of Proposals.. ..22
V-10. Modification or Withdrawal of Proposal by Consultant.. ...23 V-11. Duration of Proposal. ...23
V-12. Local, State, and Federal Requirements.. ...23
Section VI - Form to be Submitted ........ ...25
VI-1. Certification Statement (submit with proposal) ...26 Attachment A - City Facility List…... ...27
Attachment B - General Plan Map (Depicting Open Space)........... ...29 Attachment C - City's Sample Professional Services Agreement.. ..31

SECTION I - PROJECT INFORMATION
City of Laguna Niguel, CA - RFP - Open Space Inventory Page 4 of 31 I-1. PROGRAM BACKGROUND
The City of Laguna Niguel ("'City") is requesting proposals from qualified firms ("Consultant") to perform an assessment to determine the ownership of all open space components within the City. This work will culminate in the development of an Open Space Inventory ('Inventory") and an Open Space Inventory Report ("Report"). This project is aligned with the City's adopted Strategic Plan, Goal #3 (Open Space and Environmental Preservation).

The City's open space is comprised of various components which include but are not limited to:
parks, trails, open space corridors, greenbelts, hillsides, landscaping, and conservation areas.

Open space in the City includes publicly and privately owned property, as well as private lands in which the City owns a partial interest through the acceptance of offers of dedication and easements. The full list of open space components is described in Section I-5 (Scope of Work).

To develop the Inventory, the Consultant shall obtain information from the City's existing GIS resources and related resources. The Consultant will not be required to collect the inventory information from physical visits to the field. Missing information for any open space component will be collected using aerials.

The Report will describe the attributes for each open space component within the City, categorized into sections of the report: a summary table, GIS layer, and illustrative map. A detailed description of each report is included in Section I-5 (Scope of Work). Attributes include but are not limited to: a description, location(s), ownership status (city, other public agency, private), total acreage, and a summary of man-made assets located within each open space component.

The successful Consultant will identify and develop the Open Space Inventory ("Inventory") and the Open Space Inventory Report ("Report") and provide other optional recommendations based on their experience. The City's intent is to refer to the final Report as an authoritative reference document when discussing the City's open space.

I-2. CITY BACKGROUND
The City of Laguna Niguel ('City") is a 14.72 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 master planned community. The City is known for its mild coastal climate, low crime rate, and its numerous parks, trails, and open space.

Open space and parks are essential in maintaining a high quality of life in Laguna Niguel. These areas provide a multitude of functions that are beneficial to the community. Some of these functions include: the provisions of recreation areas; preservation of natural resources; avoidance of development in hazardous areas; and establishment of buffers between City of Laguna Niguel, CA - RFP - Open Space Inventory Page 5 of 31 incompatible land uses. Over one-third of Laguna Niguel (approximately 3,677 acres) is designated for open space use. This significant amount of open space area is one of the key features defining the character and topography of the City. 1-3. RELATED RESOURCES

1. Laguna Niguel General Plan (Chapter 3 - Open Space/Parks/Conservation): Adopted on August 4, 1992. Among other things, provides the foundation for a comprehensive open space management system involving all categories of open space. Shared as a separate PDF file.

Note: The City is currently undergoing an update to its General Plan.

2. Laguna Niguel Citywide Park Needs Assessment: Adopted on May 17, 2022. Prioritizes community needs, addresses needed park elements, reviews aging infrastructure, serves as a planning document for the Capital Improvement Program, and ensures support of the City's parks and recreation facilities. Shared as a separate PDF file.

3. Laguna Niguel Trails Master Plan: The purpose of the Citywide Trails Master Plan document is to provide for the orderly and efficient development, enhancement, and maintenance of the City's multi-use trails and off-road bikeway systems. Shared as a separate PDF file.

Note: The City is currently undergoing an update to its Trails Master Plan.

4. Laguna Niguel Total Cost of Ownership (TCO) Project, Phase I - Facility Condition Assessment Report: The purpose of the TCO Project is to take inventory, assess the condition, useful maintenance and life, and the replacement costs (both direct and indirect) of the City's assets. This information will assist the City in determining future Capital Improvement Program (CIP) projects and maintenance workplans. Phase I assessed the City's parks and trails. Shared as a separate PDF file. 1-4. PROJECT GOALS AND PROJECT DELIVERABLES
The Inventory and Report will be developed by a qualified Consultant with relevant experience serving other local government agencies.

The awarded Consultant will develop the Inventory and Report as outlined in Section 1-5 (Scope of Work). The Inventory and Report will be considered successful if all of the following project deliverables are met:

1. The Consultant attends a virtual kick-off meeting with City staff.

2. The Consultant communicates and meets with the City on a routine basis; at a minimum, weekly or biweekly.

City of Laguna Niguel, CA - RFP - Open Space Inventory Page 6 of 31

3. The Consultant shares a meeting agenda and action item list, two business days before each scheduled meeting.

4. The Report includes individual maps of each open space component, showcasing the location of the component within the City.

5. The Report includes one comprehensive map that summarizes the location of all open space components.

6. The GIS Shapefile contains the correct attribute data and is successfully migrated to the City GIS, hosted by ESRI.

7. The public education materials define the ownership of each open space component, allowing the City to dispel any misunderstandings that the City is responsible for all open space components within the City.

I-5. SCOPE OF WORK
The Consultant will develop an itemized proposal that provides a full description and breakdown of fees for each of the tasks listed in this section of the RFP. The City will then determine which of the project tasks to award in consideration of the City's budget.

Task 1: Project Management and Project Meetings
The Consultant will establish a clear and consistent communication framework for the duration of the project. The Consultant will include an effective project management approach that includes a singular project manager who will serve as the City's main point of contact. The project manager will provide regular project updates and coordination between the Consultant and City staff. If the proposal involves a team of consultants, the lead firm and supporting firms will be clearly identified.

The Consultant will establish regular virtual Project Meetings with City staff; at a minimum, weekly or biweekly. The submitted proposal will specify the total number of virtual Project Meetings, and the meeting interval for the duration of the project. The Consultant will provide meeting materials (agenda and action item list) at least two business days prior to each scheduled meeting.

Separate from the virtual Project Meetings, the Consultant shall be prepared to attend in-person Formal Meetings with City staff and related stakeholders, as needed. Attending the in-person Formal Meetings shall be presented in the proposal as a separate cost.

The Consultant will budget for five (5) in-person Formal Meetings and provide an itemized cost for each meeting, with the understanding that not all five meetings may be scheduled.

Stakeholders may include the City Council, Parks & Recreation Commission, and Homeowner Associations. The Consultant will provide meeting materials and project materials for each in- City of Laguna Niguel, CA - RFP - Open Space Inventory Page 7 of 31 person Formal Meeting. The Consultant will only invoice the City for scheduled in-person Formal Meetings.

Deliverable(s): Meeting Materials (agenda, action items) and Project Materials (PowerPoint presentations, reports, action plans).

Task 2: Data Collection
The Consultant shall review existing GIS information maintained by the City to develop an inventory of all open space components in the City, including ownership information and location within the City. The City will provide the majority of the open space components from the City's GIS, including ownership data. A few open space components (greenbelts and landscaped slopes) will need to be created using aerial files, and one open space component (conservation areas) will need to be created using a PDF depicting a map of conservation areas, currently found in the City's General Plan (see Attachment B of this RFP).

Open space components include:
a. Conservation Areas
b. Open Space Corridors
c. Scenic Corridors
d. Prominent Landforms
e. Undeveloped Hillsides
f. Trails
g. Greenbelts
h. Landscaped Slopes
i. Parks
j. Private Parks/Recreation Facilities
k. School Recreation Facilities
The Consultant shall propose a fixed cost to conduct the data collection, itemized by open space component. The City requests an itemized cost per open space component because after the contract is awarded, the City may consolidate the list of open space components, resulting in fewer components. Please note, physical surveys in the field are not required for this RFP.

Deliverable(s): Data Table by Open Space Component, Ownership, and Location. Data collection from aerial files and a PDF depicting a map.

Task 3: Open Space
The Consultant will develop detailed maps depicting the ownership, location, and acreage for each open space component in the City. The City's open space components are listed in Task 2 (Data Collection) above.

City of Laguna Niguel, CA - RFP - Open Space Inventory Page 8 of 31 The open space maps deliverable shall include individual maps of each open space component and one comprehensive map that summarizes the locations of all open space components.

Each individual map will include the total acreage and ownership information for each open space component, by location. The comprehensive map will only include the total acreage of all open space components. Each map will be displayed on a separate sheet to maximize the viewing ratio. Each map shall be titled as referenced in Task 6 (Draft Report and Presentation).

Deliverable(s): Individual Open Space Component Maps and Comprehensive Map Task 4: GIS Services
The City will provide the majority of the open space components from the City's GIS, including ownership data. A few open space components (greenbelts, landscaped slopes) will need to be created using aerial files, and one open space component (conservation areas) will need to be created using a PDF depicting a map of conservation areas, currently found in the City's General Plan. The Consultant will not be required to conduct physical visits to the field. The Consultant is responsible for database design and data clean up, along with the development of a web map using ESRI products. The Consultant will provide additional GIS files to the City as required.

Open space components are described in Task 2 (Data Collection). Attributes for each open space component include but are not limited to: the component name, ownership, and acreage.

Deliverable(s): GIS services including development of new GIS layers using aerials and a PDF map, database design, data cleanup, and development of a web map using ESRI products and delivery of GIS files, as required.

Task 5: Public Education Materials
The Consultant will provide public education materials that help the City inform the community regarding the ownership of each open space component. The format and content of the public education materials will be recommended by the Consultant and at a minimum, include a fact sheets) per open space component and a summary fact sheet. The type of public education materials will be outlined in the Consultant's proposal with examples from similar projects. The quality and clarity of public education materials will contribute to the RFP evaluation process.

Consultant should be prepared to incorporate one set of revisions to the public education materials.

Deliverable(s): Public education materials (fact sheets), etc.) City of Laguna Niguel, CA - RFP - Open Space Inventory Page 9 of 31 Task 6: Draft Report and Presentation
The Consultant will compile all research and assessment data into a comprehensive draft Report.

The Consultant will also develop a Presentation using Microsoft PowerPoint ("Presentation"). The draft Report and Presentation shall include tables, graphs, illustrations, concept designs, pictures, and other information to illustrate the Inventory. Consultant should be prepared to incorporate one set of revisions to the drafted Report and Presentation.

A general outline of the Report is shown below:

1. Cover Page

2. Table of Contents

3. Executive Summary (limited to 2 pages)

4. Comprehensive Map

5. Pictures

6. Inventory Section (for each open space component):
a. Open Space Component:
i. Individual Map
ii. Definition / Total Acreage / Pictures
ill. Location Description
iv. Ownership Status
V. Man-Made Asset Summary
b. Open Space Component:
i. Individual Map
ii. Definition / Total Acreage / Pictures
iti. Location Description
iv. Ownership Status
V. Man-Made Asset Summary
c. Open Space Component:
i. Individual Map
Definition / Total Acreage / Pictures
ili. Location Description
iv. Ownership Status
V. Mad-Made Asset Summary

7. Other Information
Note: Once the draft Report and Presentations have been revised, Consultant shall develop a final Report and Presentation. Due to the potential need to incorporate proposed revisions into the draft Report and Presentation, Consultant should ensure the proposed cost for this work fairly considers Consultant's operating costs.

Deliverables: Draft Report and Presentation
City of Laguna Niguel, CA - RFP - Open Space Inventory Page 10 of 31 •
Task 7: Final Report and Presentation
The Consultant will submit ten (10) bound hard copies of the final Report and provide the corresponding digital file, submitted as a PDF. The City's intent is to refer to the final Report as an authoritative document when discussing the City's open space.

The Consultant will make any necessary edits considering feedback and recommendations from the City and then submit the final Report to the City. Consultant should also be prepared to incorporate necessary revisions considering feedback and recommendations to the final Presentation.

Deliverable: Final Report and Presentation
Task 8: Other Recommendations (Optional)
The Consultant will propose additional recommendations consistent with their experience supporting other local government agencies.

Task 9: Pictures
The City will provide the awarded Consultant with pictures of each open space component. The Consultant will receive the pictures and insert them into the Report. Pictures in the Report will enhance the readability of the Report and improve the recognition of each open space component. The City's goal is to provide multiple pictures for each open space component.

Pictures will be presented in the "Pictures" section of the report and incorporated throughout the Report including but not limited to the Cover Page and Inventory Sections. The Consultant will curate the selection of pictures for placement in the Report; however, the City has the right to change the location or selection of pictures in the final Report.

Deliverables: Receive pictures from the City and use pictures in the Report. (REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)
City of Laguna Niguel, CA - RFP - Open Space Inventory Page 11 of 31 SECTION I| - RFP PROCESS
11-1. REP TIMELINE
The following is the anticipated RFP Timeline. The timeline is subject to change if additional time is needed. Any timeline changes will be communicated via an RFP addendum.

Milestone Date
RFP Issued July 26, 2024
Due date for RFP Questions August 7, 2024, by 10:00 a.m. PST Responses Provided to RFP Questions August 19, 2024
RFP Submittal ("RFP Due Date") August 26, 2024, by 10:00 a.m. PST Optional Virtual Interview(s) Tentatively scheduled for August 28-29, 2024 Award of Contract On or about September 17, 2024
Kick-Off Meeting On or about September 24, 2024
Estimated Completion Date for Draft Report On or about December 6, 2024 and Presentation
I-2. REP QUESTIONS AND RESPONSES
Consultants interested in submitting a proposal are asked not to directly contact City staff or City Council Members in connection with the RFP prior to the City Council Award of the project.

Please submit any questions pertaining to the RFP through the City's electronic procurement system (PlanetBids) on or before August 7, 2024, 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 August 19, 2024. The addendum will be posted to the City's electronic procurement system (PlanetBids): https://pbsystem.planetbids.com.

In case additional clarifications need to be provided after August 19, 2024, and before the RFP Due Date, the City will post additional addenda to PlanetBids.

Each Consultant is responsible for obtaining all addenda 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.

City of Laguna Niguel, CA - RFP - Open Space Inventory Page 12 of 31 II-3. RFP DUE DATE AND OPENING
Proposals are due on or before the RFP Due Date, August 26, 2024, by 10:00 a.m. PST.

Proposals will be addressed to the City Contact:

City of Laguna Niguel (City Hall)
c/o Kelli Everett
30111 Crown Valley Parkway
Laguna Niguel, CA 92677
Interested Consultants will submit a PDF copy of your proposal through PlanetBids.

It is the responsibility of the Consultant to ensure the proposal was received by the RFP Due Date. Late proposals will not be accepted. The City will not publicly open or read proposals aloud.
1-4. 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 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. Proposed 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 City of Laguna Niguel, CA - RFP - Open Space Inventory Page 13 of 31 and subconsultants. The expertise and background of the Project Manager and key team members and their availability to participate on this Project will be evaluated along with the overall firm capabilities to meet the additional needs of the City.

2. Project Approach - The proposed project approach and services that the firm can provide and the firm's approach to meet the needs of the City. The Consultant understands the project specific issues and can identify project challenges as well as possible solutions.

3. Project Controls - The firm's ability to control costs and provide accurate and timely invoices, stay within budget and on schedule, monitor schedule, and describe the techniques used to complete projects within the proposed time frames.

4. Relevant Experience and Client References

5. Cost- The proposed fee will be evaluated based on reasonableness of the proposed costs.

Costs will be evaluated on costs the City or other comparable public agencies have paid for similar services, and in accordance with what is to be considered the industry's standard and customary costs for the Services.

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 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.

II-5. AWARD OF CONTRACT
Following evaluation and rating by the City's Evaluation Committee, the City may recommend a Consultant for award at a City Council Meeting or award the contract without City Council action. 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 award of contract.
11-6. EXECUTION OF AGREEMENT
A sample Professional Services Agreement is attached herein as Attachment "C". The term of the Agreement will begin once the Agreement is fully executed, and a W9 and a certificate of insurance and related insurance documentation that meet the City's requirements have been received and approved.

City of Laguna Niguel, CA - RFP - Open Space Inventory Page 14 of 31 II-7. ACCEPTANCE AND AGREEMENT OF TERM
After the award of contract, the City will work to fully execute the Professional Services Agreement (Attachment "C"). The term of the Professional Services Agreement will be for one year or, until this RFP's Scope of Work (Section 1-5) is completed. (REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)
City of Laguna Niguel, CA - RFP - Open Space Inventory Page 15 of 31

SECTION III - PROPOSAL FORM AND CONTENT
III-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 Consultant may withdraw their proposal, without obligation, at any time prior to the RFP Due Date. A withdrawal will not be effective unless made personally 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. The page limit on this qualification package is 25 pages including resumes. Please provide brief, concise, relevant information that best pertains to this particular type of project. Emphasis should be placed on project understanding and the proposed personnel and their experience relative to the proposed services. Work performed years ago by personnel no longer with the firm is not necessary to include.

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. Project Approach and Draft Project Schedule

4. Experience

5. Key Personnel

6. Itemized Cost Proposal

7. Other Information
Additional guidelines for the mandatory information and/or requirements listed above are described in the next sections.

City of Laguna Niguel, CA - RFP - Open Space Inventory Page 16 of 31 III-3. CERTIFICATION STATEMENT
All submitted proposals must contain a signed certification statement (see Section VI-1).

III-4. LETTER OF TRANSMITTAL
All proposals must include a cover letter addressed to the City's Project Manager and signed by a duly constituted official legally authorized to bind the Consultant to both its proposal and cost schedule. The cover letter must include the name, address, phone number, and email address of the Consultant's main point of contact (to whom the City should direct correspondence). The main point of contact can be different from the Consultant's Project Manager.

Additionally, Consultant shall affirmatively state that they have reviewed and are ready to execute the City's standard form Professional Services Agreement (Attachment "C") in its Letter of Transmittal.

III-5. PROJECT APPROACH AND DRAFT PROJECT SCHEDULE
Provide a detailed work plan discussing the Consultant's approach and a draft project schedule for providing the tasks described in Section I-5 (Scope of Work). The proposal should discuss how the Consultant will conduct each task, in detail sufficient to demonstrate clear understanding of the Project and identify deliverables. The open space areas that the Consultant shall evaluate for this Project are shown in Attachment "B" to this RFP, subject to change based upon the available City budget.

III-6. EXPERIENCE
Describe the Consultant's capabilities and experience. List Consultant's experience working with similar projects. A summary (no longer than one page each) of at least three (3) open space inventories similar in subject matter and scope to this Project. Note: The focus should be on recent and local project experience that is relevant to the Scope of Work section of this RFP.

III-7. KEY PERSONNEL
Provide an overview of the key personnel that will staff this project. Submit a resume or other breakdown listing the experience of key personnel. Provide an organization chart that reflects the titles of key staff and management contacts of everyone assigned to provide the requested services.

III-8. ITEMIZED COST PROPOSAL
Provide an itemized cost proposal to provide the tasks described in the Scope of Work outlined in this RFP.

City of Laguna Niguel, CA - RFP - Open Space Inventory Page 17 of 31 III-9. OTHER INFORMATION
Provide additional information to help the City's review team evaluate your proposal in comparison to the proposal(s) submitted by other Consultants). (REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)
City of Laguna Niguel, CA - RFP - Open Space Inventory Page 18 of 31

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.

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 1-5). If multiple Consultant's desire to work together, one Consultant will enter a contract with the City and agree upon a method of compensation with the other Consultants), separate from the City.
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City of Laguna Niguel, CA - RFP - Open Space Inventory Page 19 of 31

SECTION V - GENERAL RFP INFORMATION
V-1. PUBLIC RECORDS
Responses to this RFP become the exclusive 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.

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 "C"), and all addenda, and fully understands the intention of the City of Laguna Niguel, CA - RFP - Open Space Inventory Page 20 of 31 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 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.

City of Laguna Niguel, CA - RFP - Open Space Inventory Page 21 of 31 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 LIABLILITY
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.

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:

City of Laguna Niguel, CA - RFP - Open Space Inventory Page 22 of 31

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.

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 City of Laguna Niguel, CA - RFP - Open Space Inventory Page 23 of 31 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. (REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)
City of Laguna Niguel, CA - RFP - Open Space Inventory Page 24 of 31

SECTION VI - FORM TO BE SUBMITTED
Please complete and submit the form on the following page as part of your proposal:

VI-1. Certification Statement
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City of Laguna Niguel, CA - RFP - Open Space Inventory Page 25 of 31 VI-1. CERTIFICATION STATEMENT (SUBMIT WITH PROPOSAL
This certification statement is provided in response to the City of Laguna Niguel's RFP titled:

Open Space Inventory
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, CA - RFP - Open Space Inventory Page 26 of 31

ATTACHMENT A - CITY FACILITY LIST
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City of Laguna Niguel, CA - RFP - Open Space Inventory Page 27 of 31

CITY OF LAGUNA NIGUEL FACILITY LIST
No. Facility Name Address
1 Beacon Hill Park 24472 Beacon Hill Way
2 Bear Brand Park 32385 Bear Brand Park Road
3 Chapparosa Park 25191 Chapparosa Park Road
4 Clipper Cove Park 29325 Clipper Way
5 Crown Royale Park 29457 La Paz Road
6 Crown Valley Community Park & YMCA 29751 Crown Valley Parkway 7 El Lazo Basketball Park 23804 El Lazo
8 Hidden Hills Park 27802 Springwood
9 Juaneno Park 25078 Hidden Hills Road
10 Laguna Niguel City Hall 30111 Crown Valley Parkway
11 Laguna Niguel Blue Gates Skate & Soccer Park 27745 Alicia Parkway 12 La Hermosa Park 24462 La Hermosa Avenue
13 La Paz Sports Park 28051 La Paz Road
14 La Plata Park 25006 La Plata Drive
15 Long View Park Old Ranch Road
16 Marina Hills Park 24802 Marina Hills Drive
17 Metrolink Train Station 28200 Forbes Road
18 Niguel Heights Park 27804 Niguel Heights Blvd
19 Niguel Road Park 30983 Killini
20 Niguel Woods Park 29883 White Otter Lane
21 Ocean Breeze Park 32311 Charles Road
22 Parc Vista Overlook Park 30618 Parc Vista Road
23 Parc Vista Park 30618 Parc Vista Road
24 Parc Vista View Park 31114 Parc Vista Road
25 Pooch Park 31575 Golden Lantern
26 Rancho Niguel Park 28333 Crown Valley Parkway
27 Redondo View Node Park 25575 Redondo
28 Reef View Node Park 25326 Reef
29 Ridge View Park 29061 Ridgeview
30 Sea Country Senior & Community Center 24602 Aliso Creek Road 31 Seminole Park 30802 Seminole Place
32 Vista Plaza Park 29541 Vista Plaza
33 Yosemite Park 24481 Yosemite Road

ATTACHMENT B - GENERAL PLAN MAP (DEPICTING OPEN SPACE)
Note: Map is being updated as part of the City's General Plan update (REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)
City of Laguna Niguel, CA - RFP - Open Space Inventory Page 29 of 31 General Plan

RESIDENTIAL DETACHED

RESIDENTIAL ATTACHED

COMMUNITY COMMERCIAL

PROFESSIONAL OFFICE

PUBLIC/INSTITUTIONAL

PARKS AND RHERUATIONI
INDUSTRIAL/BUSINESS PARK;
PROFESSIONAL OFFICE:

COMMUNITY COMMERCIAL
COMMUNITY COMMERCIAL;

PROFESSIONAL OFFICE
COMMUNITY COMMERCIAL;
PROFESSIONAL OFFICE;
PUBLIC/INSTITUTIONAL:

PROFESSIONAL OFFICE;
COMMUNITY COMMERCIAL;

PROFESSIONAL ORRES
PUBLIC INSTITUTIONAL;

RESIDENTIAL ATTACHED
PUBLIC/INSTITUTIONAL;
RESIDENTIAL ATTACHED;

OPEN SPACE
WATER
General Plan Amendments
3000-405
N7179
City of
Laguna Niguel
Official General Plan Map

1.000 2,000
Feel

ATTACHMENT C - CITY'S SAMPLE PROFESSIONAL SERVICES AGREEMENT (REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)
City of Laguna Niguel, CA - RFP - Open Space Inventory Page 31 of 31

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 a
_ ("Consultant"). City and Consultant may be referred to individually as "Party" or collectively as "Parties." In consideration of the mutual promises and ovenants made by the Parties and contained herein and other consideration, the value anc dequacy of which are hereby acknowledged, the Parties agree as follows ARTICLE 1. SERVICES OF CONSULTANT

1.1 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 , shall be incorporated herein by this reference as though fully set forth herein. City circulated a Request for Proposals for the services provided for herein on • City's 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, 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 -1-
performance of the services required by this Agreement. Consultant shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for Consultant's performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City against any such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City hereunder.

Additional Services and Compensation. 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.

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 software and that the software, computer system, or other computer technology provided and/or installed by Consultant under this Agreement is compatible, and shall be fully functional, with such infrastructure, equipment, computer system and software of City. Consultant acknowledges that City is relying on this representation by Consultant as a material consideration in entering into this Agreement.

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

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 -2-
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 Dollars ($ ) ("Compensation
Sum"), unless additional compensation is approved pursuant to Section 1.5. This Agreement includes a 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
("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 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 -3-
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. 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.

3.2 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 period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of 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 → 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 behalt 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, for the duration of the Agreement, primary policies of insurance of the type and amounts below, issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by City, which shall cover all elected and appointed officers, employees, agents, designated volunteers, attorneys, successors and assigns of City. City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to Consultant, City and Consultant may renegotiate Consultant's compensation. general liability insurance, with coverage at least as broad as Insurance Services Office ("ISO") form CG 00 01, written on a per occurrence basis for bodily injury, personal injury and property damage. Defense costs must be paid in addition to limits. Coverage for an additional insured shall not be limited to its vicarious liability. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO "insured contract" language will not be accepted. Limits shall be no less than $1,000,000 per occurrence for all covered losses and no less than $2,000,000 general aggregate.
(b) Worker's Compensation Insurance. A policy of worker's compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for Consultant against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by Consultant in the course of carrying out the work or services contemplated in this Agreement.
(C) Automobile Liability. A policy of comprehensive automobile liability insurance, at least as broad as ISO form CA 00 01, written on a per occurrence basis covering bodily injury and property damage in an amount not less than $1,000,000 combined single limit for each accident. Said policy shall include coverage for owned, non-owned, leased, hired cars and any automobile.

Cyber Technology Errors and Omissions Liability. Cyber Technology Errors and Omissions 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 cyber technology errors and omissions liability insurance required by this Agreement must be endorsed to be applicable to claims based upon, arising out of, or related to unauthorized release of information for which an identity has the legal obligation to keep private, such as personally identity information (PII); unauthorized use of, access to, or tampering with computer systems, including hacker or denial of service attacks; failure of technology products (software and hardware) required under the contract for Consultant to properly perform the -6-
intended services; failure of computer security that result in the transmission of malicious code, deletion, destruction or alteration of data, or the denial of service; personal injury, plagiarism or misappropriation of ideas, domain name infringement or improper deep-linking or framing, and infringement or violation of intellectual property rights; and rendering, or failure to render, professional services. The policy shall provide coverage for defense costs in regulatory proceedings (state and federal) involving a violation of privacy law or intellectual property rights and crisis management and other expert services. The insurance must be maintained for at least three (3) consecutive years following the completion of Consultant's services or the termination of this Agreement. During this additional 3-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 $2,000,000 general aggregate. (e) Cyber Liability. Cyber liability insurance appropriate to Consultant's profession and the services hereunder, written on a per occurrence basis, with limits not less than $1,000,000 per occurrence/loss, and $2,000,000 in the aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations undertaken by Consultant pursuant to this Agreement and shall include, but not be limited to, claims involving: infringement of intellectual property; copyright; trademark; invasion of privacy violations; data breach; electronic information theft, loss, damage, destruction, alteration or misuse; release of private information; extortion; and, network security. The policy shall provide coverage for breach response costs, regulatory fines and penalties, and credit monitoring expenses, with limits sufficient to respond to these obligations.
(f) Excess Liability and Umbrella Liability Insurance. Excess liability insurance and/or umbrella liability insurance may be used to satisfy the obligations herein. If excess liability insurance is used then the policy shall meet all the requirements herein and be at least as broad as the primary coverages set forth herein. Such policy shall: 1) include a drop down feature requiring the policy to respond if primary insurance that would otherwise have applied proves to be uncollectible in whole or in part for any reason; 2) be payable on behalf of wording as opposed to reimbursement; 3) have concurrency of effective dates with primary policies; 4) "follow form" to the underlying primary policies; and, 5) provide insureds, under primary policies required herein, shall be insureds under the excess liability policy. (g) Subcontractors. In the event Consultant subcontracts any portion of the work in compliance with Section 4.5 of this Agreement, Consultant shall either: 1) include each subcontractor as insureds under its policies of insurance required herein; or, 2) Consultant shall, upon request of City, furnish to City all documentation, required in Article 5 for Consultant, for each subcontractor. All coverages for subcontractors shall include all of the requirements herein.

5.2 General Insurance Requirements.
(a) Proof of Insurance, Enforcement and Notice. No work or services under this Agreement shall commence until both Consultant has provided City with insurance certificates, endorsement forms and appropriate insurance binders evidencing the above insurance coverages, as well as said documentation is approved by City. City reserves the right to inspect 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 -7-
under this Agreement is cancelled or amended (and the insurance policy is not replaced pursuant to subsection (b) below), or does not comply with Article 5, then: 1) City has the right but not the duty to obtain insurance required herein and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments; or, 2) City, notwithstanding any other provisions of this Agreement, may immediately terminate this Agreement. Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant's performance under this Agreement, and that involve or may involve coverage under any of the required insurance policies. (b) Cancellation/Amendment. All of herein required policies of insurance shall provide the insurance may not be amended or cancelled by insurer or any Party hereto without providing thirty (30) calendar days prior written notice (with exception of ten (10) calendar days prior written notice for nonpayment of premium) to City. In the event any of said policies of insurance are amended or cancelled, Consultant shall, five (5) business days prior to the cancellation date, submit new evidence of insurance, or reinstatement of policy, in conformance with this Agreement to City.
(c) Additional Insureds. The commercial general liability policy provided for in Section 5.1(a) and the automobile liability policy provided for in Section 5.1 (c) both shall name City and its elected and appointed officers, employees, agents and designated volunteers ("City Parties") as additional insureds and such coverage shall contain no special limitations on the scope of protection afforded to City and City Parties. A severability of interests provision must apply for all additional insureds ensuring that Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability, and policies of insurance shall not contain any cross-liability exclusions.

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. (e) Limitations, Self- Insured Retention and Deductibles. Consultant agrees that requirements of Article 5 shall not be construed as limiting in any way the extent to which Consultant may be held responsible for the payment of damages to any persons or property -8-
resulting from Consultant's activities or the activities of any person or persons for which Consultant is otherwise responsible nor shall it limit Consultant's indemnification liabilities as provided in Section 5.3. All insurance policies must specify that where the primary insured does not satisfy any self-insured retention, any additional insured may satisfy the self-insured retention (without impairment of obligation of primary insured under this Agreement to satisfy any self- insured retention). Any deductibles or self-insured retentions must be declared to and approved by City. At City's option, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City and City Parties, or Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration, attorney's fees, defense expenses and claims.

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

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

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

ARTICLE 6. RECORDS, REPORTS AND RELEASE OF INFORMATION

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

6.2 Reports. Consultant shall periodically submit written reports to City 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, -10-
photographs, studies, surveys, data, notes, computer files, reports, records, documents and other materials ("documents and materials") prepared (regardless of whether complete or incomplete) by Consultant, its officers, employees, agents and subcontractors in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of City and/or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership, use, reuse, or assignment of the documents and materials hereunder. Consultant may retain copies of such documents and materials under express condition that Consultant agrees such documents and materials are the sole property of City. All subcontractors shall provide for assignment to City of any documents and materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom. Moreover, with respect to any Consultant documents and materials that may qualify as "works made for hire" as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed "works made for hire" for City.

6.4 Confidentiality and Release of Information. All information gained or work product produced by Consultant in its performance of this Agreement shall be considered confidential, unless such information is in the public domain 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 -11-
California, or any other appropriate court in such county, and Consultant agrees to submit to the personal jurisdiction of such court in the event of such action. In the event of litigation in a U.S.

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

7.2 Suspension, or Termination, Prior to Expiration of Term. This Section shall govern any termination of this Agreement except as specifically provided in Section 7.4 for termination for cause. City reserves the right to terminate or suspend this Agreement, or any portion hereof, at any time, for any reason, with or without cause, upon ten (10) days' notice to Consultant, except that where termination or suspension is due to the fault of Consultant, the period of notice may be such shorter time as determined by City. Upon receipt of any notice of termination or suspension, Consultant shall immediately cease all services hereunder, unless the notice provides otherwise, or except such as specifically approved by City. Upon submittal of an invoice consistent with Section 2.2, Consultant shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination or suspension and for any services authorized by City thereafter in accordance with the Schedule of Compensation, 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, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may be liable to -12-
third parties, by reason of Consultant's acts or omissions in performing or failing to perform Consultant's obligation under this Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of Consultant to insure, indemnify, and protect City as elsewhere provided herein.

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

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

7.8 Legal Action. In addition to any other rights or remedies, either Party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement.

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

7.9 Attornevs' 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 discovery and all other necessary costs the court allows which are incurred in such litigation. Such fees and costs shall be enforceable whether or not such action is prosecuted to judgment.

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

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

No officer or employee of City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to this Agreement which affects their financial interest or the financial interest of any corporation, partnership or association in which they are, directly or indirectly, interested, in violation of any State statute or regulation. Consultant warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement.

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

ARTICLE 9. MISCELLANEOUS PROVISIONS

9.1 Notices. Any notice or other communication either Party desires or is required to give to the other Party or any other person in regards to this Agreement must be in writing and may be given either by (i) personal service, (ii) delivery by a reputable document delivery service, such as but not limited to, Federal Express, which provides a receipt showing date and time of delivery, or (iii) mailing in the United States Mail, certified mail, postage prepaid, return receipt requested, in the case of City addressed to 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.
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9.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and such counterparts shall constitute one and the same instrument.

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

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

9.5 Severability. Should a portion of this Agreement be declared invalid or unenforceable by a judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining portions of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the Parties unless the invalid provision is so material that its invalidity deprives either Party of the basic benefit of their bargain or renders this Agreement meaningless.

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

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

CITY:

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

Marissa J. Asistin, City Clerk

APPROVED AS TO FORM BY THE

CITY ATTORNEY FOR THE

CITY OF LAGUNA NIGUEL,
CALIFORNIA:

Scott C. Smith, City Attorney
CONSULTANT:
a
By:

Name:

Title:

By:

Name:

Title:

Address:

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

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

SCOPE OF 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 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:

A.

B.

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

A.

B.

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

A.

B.

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

A.

B.

A(1)

EXHIBIT B

SPECIAL REQUIREMENTS
(Superseding Agreement Template)
TBD
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.

The total compensation for the services shall not exceed the total of the Contract Sum, as provided in Section 2.1 of this Agreement.

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
Proposals Evaluation 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: Open Space Inventory RFP
RFP Issue Date: July 26, 2024
RFP Due Date: August 26, 2024
No. of Bidders: 6
Proposals Evaluation Summary
Firm Name Evaluation Average Evaluation Ranking
MIG, Inc. 91 1
Kimley-Horn and Associates, Inc. 84 2
Psomas 76 3
PlaceWorks 58 4
Endemic Environmental Services, Inc. 53 5
LSA Associates, Inc. Non Responsive 6

ATTACHMENT C
Professional Services Agreement with Moore lacofano
Goltsman, Inc. dba MIG, Inc.

AGREEMENT FOR PROFESSIONAL SERVICES

BETWEEN CITY OF LAGUNA NIGUEL AND
Moore lacofano Goltsman, Inc.

THIS AGREEMENT FOR PROFESSIONAL SERVICES ("Agreement") is made and entered into by and between CITY OF LAGUNA NIGUEL, a California municipal corporation ("City") and Moore lacofano Goltsman, Inc. dba MIG, Inc.

California Corporation "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 the Parties and contained herein and other consideration, the value and adequacy of which are hereby acknowledged, the Parties agree as follows:

ARTICLE 1. SERVICES OF CONSULTANT

1.1 Scope of 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. October 25, 2024 shall be incorporated herein by this reference as though fully set forth herein. City circulated a Request for Proposals for the services provided for herein on _. City's 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, 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 -1-
performance of the services required by this Agreement. Consultant shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for Consultant's performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City against any such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City hereunder.

Additional Services and Compensation. 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.

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 software and that the software, computer system, or other computer technology provided and/or installed by Consultant under this Agreement is compatible, and shall be fully functional, with such infrastructure, equipment, computer system and software of City. Consultant acknowledges that City is relying on this representation by Consultant as a material consideration in entering into this Agreement.

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

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 -2-
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 Seventy-One Thousand Three Hundred Ninety-One Dollars ($71,391 ) ("Compensation Sum"), unless additional compensation is approved pursuant to Section 1.5. This Agreement includes a 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 Eighty-Five Thousand Six Hundred Sixty-Nine ($85,669 ("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 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 -3-
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.

3.2 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.

Force Majeure. The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of 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 Jose Rodriguez, Project Manager, (626) 744-9872 ext 3050, [email protected] → who is authorized to act on Consultant's behalf with respect to the work or services specified herein and to make all decisions in connection therewith. It is expressly understood that the experience, knowledge, capability and reputation of the representative was a substantial inducement for City to enter into this Agreement. Therefore, the representative shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. For purposes of this Agreement, the representative may not be replaced nor may their responsibilities be substantially reduced by Consultant without the express written approval of City.

4.2 City Representative. The City Representative is such person as designated by the City Manager or her designee. The City Representative shall be the primary person on behalf of City responsible for the administration of the Agreement. It shall be Consultant's responsibility to -4-
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 Agreement claims or is determined by a federal or state agency, a court of competent jurisdiction, or the California Public Employees' Retirement System, to be classified as other than an independent contractor for City, then Consultant shall indemnify, defend, and hold harmless City for the payment of any and all assessed fines, penalties, judgments, employee and/or employer contributions, and any other damages and costs assessed to City as a consequence of, or in any way attributable to, the assertion that Consultant, or any officer, employee, agent, or subcontractor Consultant used to provide services under this Agreement, is/are employees of City.

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

ARTICLE 5. INSURANCE AND INDEMNIFICATION

5.1 Insurance Coverages. Prior to commencement of any services under this Agreement, and without limiting Consultant's indemnification obligation to City, Consultant shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, for the duration of the Agreement, primary policies of insurance of the type and amounts below, issued by an insurance company currently authorized by the Insurance Commissioner to transact business -5-
of insurance or is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by City, which shall cover all elected and appointed officers, employees, agents, designated volunteers, attorneys, successors and assigns of City. City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to Consultant, City and Consultant may renegotiate Consultant's compensation. (a) Commercial General Liability Insurance. A policy of commercial general liability insurance, with coverage at least as broad as Insurance Services Office ("ISO") form CG 00 01, written on a per occurrence basis for bodily injury, personal injury and property damage. Defense costs must be paid in addition to limits. Coverage for an additional insured shall not be limited to its vicarious liability. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO "insured contract" language will not be accepted. Limits shall be no less than $1,000,000 per occurrence for all covered losses and no less than $2,000,000 general aggregate.

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

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 -6-
theft, loss, damage, destruction, alteration or misuse; release of private information; extortion; and, network security. The policy shall provide coverage for breach response costs, regulatory fines and penalties, and credit monitoring expenses, with limits sufficient to respond to these obligations.
(f) Excess Liability and Umbrella Liability Insurance. Excess liability insurance and/or umbrella liability insurance may be used to satisfy the obligations herein. It excess liability insurance is used then the policy shall meet all the requirements herein and be at least as broad as the primary coverages set forth herein. Such policy shall: 1) include a drop down feature requiring the policy to respond if primary insurance that would otherwise have applied proves to be uncollectible in whole or in part for any reason; 2) be payable on behalf of wording as opposed to reimbursement; 3) have concurrency of effective dates with primary policies; 4) "follow form" to the underlying primary policies; and, 5) provide insureds, under primary policies required herein, shall be insureds under the excess liability policy. (g) Subcontractors. In the event Consultant subcontracts any portion of the work in compliance with Section 4.5 of this Agreement, Consultant shall either: 1) include each subcontractor as insureds under its policies of insurance required herein; or, 2) Consultant shall, upon request of City, furnish to City all documentation, required in Article 5 for Consultant, for each subcontractor. All coverages for subcontractors shall include all of the requirements herein.

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

Cancellation/Amendment. All of herein required policies of insurance shall provide the insurance may not be amended or cancelled by insurer or any Party hereto without providing thirty (30) calendar days prior written notice (with exception of ten (10) calendar days prior written notice for nonpayment of premium) to City. In the event any of said policies of insurance are amended or cancelled, Consultant shall, five (5) business days prior to the cancellation date, submit new evidence of insurance, or reinstatement of policy, in conformance with this Agreement to City.
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(c) Additional Insureds. The commercial general liability policy provided for in Section 5.1(a) and the automobile liability policy provided for in Section 5.1(c) both shall name City and its elected and appointed officers, employees, agents and designated volunteers ("City Parties") as additional insureds and such coverage shall contain no special limitations on the scope of protection afforded to City and City Parties. A severability of interests provision must apply for all additional insureds ensuring that Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability, and policies of insurance shall not contain any cross-liability exclusions. (d) Primary, Subrogation, Contribution and Coverage. All of the above policies of insurance shall be primary insurance. The insurers (with exception of professional liability insurer) for above policies, Consultant and any subcontractors are all deemed hereof to waive all rights of subrogation and contribution they may have against City or City Parties, and their respective insurers, and all insurance policies required herein shall be endorsed to waive such rights. Any insurance maintained by City or City Parties will apply in excess of, and not contribute with, Consultant's insurance. If Consultant maintains broader coverage and/or higher limits than the minimum amounts provided herein, City requires and shall be entitled to the broader coverage and/or higher limits maintained by Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City and City Parties.

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

5.3 Indemnification.

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 -8-
them harmless from, whether actual or threatened, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages or injuries to persons or property, demands, expenses, losses, costs, penalties, obligations, errors, omissions or liabilities of any kind that may be asserted or claimed by any person, firm or entity arising out of, pertaining to, incident to or in connection with any alleged acts, errors or omissions of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Consultant is legally liable (each an "Indemnitor" and collectively, "Indemnitors") in connection with the performance of Consultant's Services, or arising from Indemnitors' reckless or willful misconduct, or arising from Indemnitors' negligent performance of or failure to perform the work, operations or activities provided herein, or any term, provision, covenant or condition of this Agreement, with such negligence or failure to perform to be determined by the City (herein "Claims or Liabilities"), and in connection therewith: 1) Consultant will defend any action or actions filed or threatened in connection with any such Claims or Liabilities, or at option of Indemnitees will reimburse and pay for all costs and expenses, including legal costs and attorneys fees, incurred by Indemnitees in connection therewith; and, 2) Consultant will promptly pay and satisfy any judgment, award or decree rendered against Indemnitees, and reimburse Indemnitees for the cost of any settlement paid by Indemnitees, for any such Claims or Liabilities, and will save and hold Indemnitees harmless therefrom.
(b) Further Provisions. The indemnity obligation herein shall be binding on successors, assigns and heirs of Consultant and shall survive termination of this Agreement.

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

Consultant will not be entitled in the absence of such a determination to any reimbursement of defense costs including but not limited to attorney's fees, expert fees and costs of litigation. City may offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant's failure to promptly pay to City any reimbursement or indemnification arising under Section 5.3 of this Agreement. Such offset, if any, does not satisfy any amount, greater than the offset, due to City from Consultant. (c) Professional Liability. When the law establishes a professional standard of care for Consultant's services, to the fullest extent permitted by law (within the limitations, as applicable, of Civil Code section 2782.8), Consultant shall indemnify, defend and hold harmless -9-
Indemnitees against, and will hold and save them and each of them harmless from, whether actual or threatened, any and all Claims and Liabilities, consistent with all obligations provided for in this Section 5.3, to the extent same are caused in whole or in part by any negligent or wrongful act, error or omission, or reckless or willful misconduct of Indemnitors in the performance of professional services under this Agreement.

ARTICLE 6. RECORDS, REPORTS AND RELEASE OF INFORMATION

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

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

6.3 Ownership of Documents. All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and other materials ("documents and materials") prepared (regardless of whether complete or incomplete) by Consultant, its officers, employees, agents and subcontractors in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of City and/or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership, use, reuse, or assignment of the documents and materials hereunder. Consultant may retain copies of such documents and materials under express condition that Consultant agrees such documents and materials are the sole property of City. All subcontractors shall provide for assignment to City of any documents and materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom. Moreover, with respect to any Consultant documents and materials that may qualify as "works made for hire" as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed "works made for hire" for City.

6.4 Confidentiality and Release of Information. All information gained or work product produced by Consultant in its performance of this Agreement shall be considered confidential, unless such information is in the public domain prior to such gain or production. -10-
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 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 -11-
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, Consultant's obligation under this Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of Consultant to insure, indemnify, and protect City as elsewhere provided herein.

7.6 Waiver. Waiver by any Party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any Party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision or a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by a non-defaulting Party on any default shall impair such right or remedy or be construed as a waiver. Any waiver by either Party of any default must be in writing and shall not be a waiver -12-
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

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

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

No officer or employee of City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to this -13-
Agreement which affects their financial interest or the financial interest of any corporation, partnership or association in which they are, directly or indirectly, interested, in violation of any State statute or regulation. Consultant warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement.

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

ARTICLE 9. MISCELLANEOUS PROVISIONS

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

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

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

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

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

9.5 Severability. • Should a portion of this Agreement be declared invalid or unenforceable by a judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining portions of this Agreement which are hereby -14-
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.

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

CITY:

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

Marissa J. Asistin, City Clerk

APPROVED AS TO FORM BY THE

CITY ATTORNEY FOR THE

CITY OF LAGUNA NIGUEL,
CALIFORNIA:

Scott C. Smith, City Attorney
CONSULTANT:

Moore lacofano Goltsman, 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 fror i felt Care the B, President any Vice President; and 2) Secretary any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. (Cal. Corp. Code § 313)

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

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

SCOPE OF 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 II. Consultant will perform services, described in Consultant's Proposal and City's RFP (refer to Section 1.2 for conflicts).

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. The total compensation for the services shall not exceed the total of the Contract Sum, as provided in Section 2.1 of this Agreement.

III. Consultant will be compensated for services on a time and materials basis 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).

IL. City may make adjustments to the project schedule as necessary and will notify Consultant of any such adjustments.

D(1)