20260616_5_On Call PSA — Laguna Niguel City Council, June 16, 2026 (part 1 of 2)

To:

CITY OF LAGUNA NIGUEL

CITY COUNCIL AGENDA ITEM
Honorable Mayor and Council Members
FROM: Jacki Scott, Public Works Director/City Engineer
DATE: June 16, 2026
SUBJECT: Approval of Multi-Year Professional Services Agreements for On-Call Professional Services and Approval of Multi-Year Professional Services Agreement Amendments for On-Call Professional Services in Support of Public Works Department Functions

RECOMMENDATION
Staff recommends that the City Council:

1. Approve Multi-Year Professional Services Agreements for On-Call Professional Services with the following firms (listed alphabetically):
• Arcadis U.S., Inc.
• OKS Associates
• GHD, Inc.
• RK Engineering Group, Inc.

2. Approve Multi-Year Professional Services Agreement Amendments for On-Call Professional Services; and ,
Name of Firm I
Multi-Year Total
Annual NTE Value
Civil Engineering / Architectural Services
• Black O'Dowd & Associates, Inc . $55,000
• Derek J. McGreqor, Inc . $165,000
• OKS Associates $110,000
• GHD, Inc . $110,000
• Psomas $110,000
Project and Program Management Services
• GHD, Inc . $110,000
• lnterwest Consultinq Group, Inc. (Maintenance) $150,000 Construction Management and Inspections Services
• I nterwest Consulting Group, Inc. (Maintenance) $150,000 • lnterwest Consulting Group, Inc. (Development) $150,000 Storm Water Compliance Services
• WSP USA, Inc . $220,000
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Name of Firm I
Multi-Year Total
Annual NTE Value
Traffic Engineering Services
• Arcadis U.S., Inc . $110,000
• Iteris, Inc . $165,000
• Kimlev-Horn and Associates, Inc . $302,500
• RK Engineering Group, Inc . $110,000
Traffic Signal Operations Services
• AGA Enqineers, Inc . $109,312

3. Authorize the City Manager to execute the Multi-Year On-Call Professional Services Agreements and Multi-Year On-Call Professional Services Amendments, and future amendments to the agreements, subject to the City Attorney making non-substantive changes.

BACKGROUND
The establishment of the On-Call Professional Services List is vital to the Public Works Department's ability to complete the work outlined in the City's Strategic Plan and facilitate the timely delivery of Capital Improvement Program projects. Since 2019, the City Council has periodically reviewed and approved the Public Works Department's OnCall Professional Services List and subsequent updates to the list. The latest approval occurred on April 18, 2023, when the City Council approved 46 firms to be the on-call prequalified list. The current agreements with the on-call professional engineering firms are set to expire on June 30, 2026, subject to extension administratively for two additional one-year periods.

While reviewing the list of firms to renew, staff identified a need to update the list with new firms in order to deliver all of the necessary City services in a cost-effective and efficient manner. Staff issued a Request for Proposals (RFP) on March 20, 2026 inviting interested firms to submit a Statement of Qualifications ("SQQ"). A copy of the RFP for on-call professional services is included as Attachment "A".

It is anticipated that services from selected firms would be performed in support of various design engineering work, technical reviews, public outreach and document preparation for specific engineering, technology and construction projects, program/project management and construction management/inspection services for capital improvement projects.

Selected firms would enter a no-fee, no-scope On-Call Professional Services Agreement ("Agreement") with the City for a two-year term from July 1, 2026, through June 30, 2028.

A copy of the City's Standard On-Call Professional Services Agreement is included as Attachment "B".

Once the no-fee, no-scope Multi-Year On-Call Agreements are approved and executed, when a specific need arises and upon request by Public Works staff, an on-call consultant would provide a detailed project or task proposal in accordance with the rates approved in the On-Call Agreement. An Amendment to the no-fee, no-scope Multi-Year On-Call Agreement would then be executed in accordance with the City's Purchasing Policy.

Page3

ANALYSIS
Upon evaluation of the proposals received on April 20, 2026, staff is recommending award of no-fee, no-scope Multi-Year Professional Services Agreements to four firms to be added to the On-Call Professional Services List.

In order for the Public Works Department to continue to achieve its established goals and utilize City resources in the most streamlined manner, staff also recommends approval of Multi-Year On-Call Professional Services Amendments with the firms listed by service category and alphabetically below. Multi-Year On-Call Professional Services Amendments provide the most efficient delivery of professional services to the City and allows for the most expedited method of project and program delivery. The recommended Multi-Year On-Call Professional Services Amendments are included as Attachments "C" through "N" to this report.

Name of Firm I
Multi-Year Total
Annual NTE Value
. Civil Engine.ering 1 Architectural Services
• Black O'Dowd & Associates, Inc . $55,000
~ ... Derek J. McGregor, Inc. $165,000
• OKS Associates $110,000
• GHD, Inc . $110,000
• Psomas $110,000
• Project and Program. -Management Services
• GHD, Inc . $110,000
• lnterwest ConsultinQ Group, Inc. (Maintenance) $150,000 Construction Management and Inspections Services
• lnterwest Consulting Group, Inc. (Maintenance·) $150,000 • lnterwest Consultinq Group, Inc. (Development) $150,000 • Storm Water Compliance Services
• WSP USA, Inc . $220,000
. Traffic .. Engineering Services
• Arcadis U.S., Inc . $110,000
• lteris, Inc . $165,000
• Kimley-Horn and Associates, Inc . $302,500
• RK Engineerinq Group, Inc . $110,000
, Traffi~ Signal Operations Services
• AGA Engineers, Inc . $109,312
The terms of the Amendments will run concurrently with the term of the Multi-Year OnCall Professional Services Agreements. Annual not-to-exceed (NTE) agreement values, along with a 10% contingency for unforeseen additional work are included in each Amendment and are also summarized in the table below.

ALTERNATIVES CONSIDERED

1. The City Council may decide not to approve one or more of the Multi-Year On-Call Professional Services Agreements. This alternative is not recommended as it will Page4
result in at least six-month delays in the completion of future projects as each project would require its own individual formal Request for Proposals process to award an agreement. This process was already completed through this on-call evaluation and is the most efficient method to approve the Multi-Year Professional Services Agreements for On-Call Professional Services.

2. The City Council may decide not to approve one or more of the Multi-Year On-Call Professional Services Amendments. This alternative is not recommended as it would significantly impact delivery of related services and potentially delay completion of projects including numerous Capital Improvement Projects and City Strategic Plan priorities. Vital services to the community including, traffic signal timing, water quality compliance, design engineering for roadway and park improvements, engineering plan checking, and delivery of the City's approved Capital Improvement Program all rely on the City's use of approved Multi-Year OnCall Professional Services Amendments for professional services.

FISCAL REVIEW
There is no fiscal impact as a result of the approval of the no-fee, no-scope Multi-Year On-Call Professional Services Agreements with the recommended firms. Specific scopes of services would be awarded through an Amendment to the Agreement on a per project basis in accordance with the City's Purchasing Policy and related ordinances.

The Fiscal Years 2025-27 Public Works Department operating budget already includes funding for the recommended Multi-Year On-Call Professional Services Amendments. Subject to City Council approval, funding for professional services will be budgeted in subsequent fiscal years.

LEGAL REVIEW
The City Attorney's Office has reviewed the Multi-Year On-Call Professional Services Agreements and Multi-Year On-Call Professional Services Amendments and has approved the documents as to form.

CONCLUSION
Staff recommends that the City Council:

Page 5 ends

2. Approve Multi-Year Professional Services Agreement Amendments for On-Call Professional Services; and,
Name of Firm
I
Multi-Year Total
Annual NTE Value
Civil Engineering / Architectural Services
• Black O'Dowd & Associates, Inc . $55,000
• Derek J. McGregor, Inc . $165,000
• OKS Associates $110,000
• GHD, Inc . $110,000
• Psomas $110,000
Project and Program Management Services
• GHD, Inc . $110,000
• lnterwest Consultinq Group, Inc. (Maintenance) $150,000 Construction Management and Inspections Services
• lnterwest Consulting Group, Inc. (Maintenance) $150,000 • lnterwest Consultinq Group, Inc. (Development) $150,000 Storm Water Compliance Services
• WSP USA, Inc . $220,000
Traffic Engineering Services
• Arcadis U.S., Inc . $110,000
• lteris, Inc . $165,000
• Kimley-Horn and Associates, Inc . $302,500
• RK Enqineerinq Group, Inc . $110,000
Traffic Signal Operations Services
• AGA Engineers, Inc . $109,312

3. Authorize the City Manager to execute the Multi-Year Professional Services Agreements and Multi-Year On-Call Professional Services Amendments, and future amendments to the agreements, subject to the City Attorney making nonsubstantive changes. ~~~ Tamara S. Letourneau
City Manager
Jacki Scott
Public Works Director/City Engineer
Scott C. Smith
City Attorney
Senior Management Analyst
Page6
Attachments:

A. RFP for On-Call Professional Services

8. Standard On-Call Professional Services Agreement (PSA) C. Amendment 5 to On-Call PSA with AGA Engineers, Inc.

D. Amendment 1 to On-Call PSA with Arcadis U.S., Inc.

E. Amendment 2 to On-Call PSA with Black O'Dowd & Associates, Inc.

F. Amendment 8 to On-Call PSA with Derek J. McGregor, Inc.

G. Amendment 1 to On-Call PSA with OKS Associates
H. Amendments 1 and 2 to On-Call PSA with GHD, Inc.

I. Amendments 10 -12 to On-Call PSA with lnterwest Consulting Group, Inc.

J. Amendment 4 to On-Call PSA with lteris, Inc.

K. Amendment 7 to On-Call PSA with Kimley-Horn and Associates, Inc.

L. Amendment 6 to On-Call PSA with Psomas
M. Amendment 1 to On-Call PSA with RK Engineering Group, Inc.

N. Amendment 5 to On-Call PSA with WSP USA Environment & Infrastructure, Inc.

ATTACHMENT A
RFP for On-Call Professional Services

REQUEST FOR PROPOSALS
for

ON-CALL PROFESSIONAL SERVICES
Proposals must be received by:

Monday, April 20, 2026
at 5:00 P.M.

The City of Laguna Niguel, Public Works Department is updating its On-Call Professional Services List. As part of this effort, the City is inviting qualified consultant firms to submit statements of qualifications proposals to provide on-call professional services on an as-needed basis for a period of two years commencing on July 1, 2026 through June 30, 2028. The resultant on-call agreements do not preclude the City from seeking proposals from other firms that are not on the on-call list for special projects that the City determines require specific skills and experience, or larger projects.

Consultant firms who are approved by the City Council to be added to the City's on-call list may receive requests for support from the City for projects with a specific scope of services in one or more of the following service categories: 1) engineering, architecture and landscape architecture design, 3) project and program management, and/or 5) construction management and inspection. Staff will then administratively select the firm(s) for each project based upon the firm's proposed personnel and fee.

This document outlines the requirements, selection process, and the information necessary to submit a statement of qualifications proposal.

The following is the anticipated Request for Proposals (RFP) Timeline. The City reserves the right to make changes to the below tentative schedule for selection and award of the On-Call Professional Services Agreement. Any and all changes in this RFP will be made by written Addendum.

Milestone Date
RFP Issued Friday, March 20, 2026
Deadline for Questions Wednesday, March 24, 2026, 2:00pm RFP Submittal ("RFP Due Date") Monday, April 20, 2026, 5:00pm Anticipated Award of On-Call Agreements Tuesday.June 16,2026 The City invites qualified firms to submit statement of qualifications proposals for on-call professional services. The City will be recommending multiple Consultants to be added to the City's On-Call Professional Services List. The recommended Consultant firm(s) will enter into an On-call Professional Services Agreement with the City.

SCOPE OF SERVICES
Consultant firms shall present a Statement of Qualifications for the service category(ies) as specified in the RFP email. Experience performing similar services for State and or local government agencies is required.

In addition, all interested firms shall have sufficient, readily available resources in the form of trained personnel, support services, specialized consultants, and financial resources to carry out the services without delay or shortcomings.

Category 1: Engineering, Architecture and Landscape Architecture Design Provide civil, structural, traffic engineering or architectural services, signed and stamped, by a registered Professional Engineer or Architect in the State of California for the stated services for various projects in the public right-of-way such as street, sewer, storm drain, streetlight, small buildings, parks, facilities, or other projects as assigned by the City. Design engineering or architecture services include but are not limited to:
• Prepare plans for street improvements, repair, rehabilitation, or other related street improvements including signage and striping plans.
• Prepare plans for trails, streetscape, landscape, hardscape, park design, playground structures, irrigation design, habitat restoration/rehabilitation, and other related improvements. • Prepare plans for traffic signal installations or modifications. • Prepare plans for storm drain and sewer improvements, upgrades, modifications, extensions, repair, or rehabilitation.
• Prepare schematics and plans for architectural design of new public buildings; renovation and/or expansion of existing public buildings; Americans with Disabilities Act (ADA) upgrades; heating, ventilation, refrigeration, and environmental management system design; electrical, plumbing, and miscellaneous mechanical system design including alternative energy systems (e.g. solar water heating, solar photovoltaics, wind, etc.); and seismic studies and building envelope evaluations.
• Prepare hydrology and hydraulic analysis and reports. • Prepare WQMP's, SWPPP's or related NPDES documents/reports. • Prepare project technical provisions, detailed cost estimates, specifications, and other bid documents.
• Perform mapping and prepare legal descriptions for right-of-way acquisitions, easements, and vacations.
• Provide construction surveying staking.
• Coordinate with and obtain approvals from other permitting agencies and utility companies. • Evaluate vehicle and pedestrian bridges for structural integrity. • Prepare and submit inspection reports to City, California Department of Transportation (CalTrans) and the United States Department of Transportation (DOT). • Prepare project drawings, detailed cost estimates, specifications for bridge repairs and maintenance.
• Prepare project drawings for seismic retrofit of bridges, buildings and storm water retention and diversion facilities.

Category 3: Project and Program Management
In order to successfully deliver the City's Public Works work plan and annual capital improvement program, the Consultant shall provide exceptional personnel, equipment, and facilities to perform the tasks including but not limited to the following:
• Assist City staff in scoping, developing, and scheduling capital projects. • Assist City staff in selecting design consultants using the City's quality based selection process.
• Manage the City's design consultants including but not limited to: providing coordination with Public Works staff, other City departments, agencies, utilities, and community as required; monitoring budget and schedule; community outreach as required; and serving as the City's Project Manager in all aspects of the design process. • Develop grant applications.
• Grant administration including coordination with the awarding agency; ensuring compliance with grant requirements; preparing final reports; and participating in audits, if required.
• Perform constructability reviews.
• Coordinate preparation of final plans, specifications, cost estimate, and bid package.

Category 5: Construction Management and Inspection
Provide complete construction management and labor compliance for Capital Improvement Program, maintenance and private land development projects, including park renovations and, facility construction, modifications, and modernizations. Provide on-call public works construction inspection services in public right-of-way. Services in this category include but not limited to:
• Attend pre-construction meeting and provide assistance in responding to all questions in timely manner.
• Coordinate with design engineers and project managers on design issues encountered during construction.
• Review project contract documents and perform a constructability review. • Review contractor's submittals in accordance with the requirements of project specification and the City's requirement prior to final approval. • Review, negotiate, process, and monitor contract change orders with the City's approval.
• Comply with grant requirements for local, state, and federal funded projects. • Provide labor compliance monitoring.
3 • Provide construction oversight and quality control services. • Provide Construction Material Testing and compaction testing. • Work with staff and develop solutions to problems identified in the field. • Maintain all records and ensure that reporting requirements are met. • Provide community outreach.
• Contract administration/oversight for Public Works maintenance contracts. • Inspect and approve all phases of public and private construction and improvement work to assure that the appropriate construction is completed in compliance with the plans, standards, specifications, special requirements, codes and regulations. Issue correction notices or approvals as required.
• Inspect and approve construction and installation of streets, curb, gutter, sidewalk, storm drains, irrigation lines, cross connection control devices, asphalt rehabilitation and overlays, slurry seal, retaining walls, earth slopes, street lights, park improvements and related utilities and structures.
• Inspect construction work under encroachment permits. • Inspect to assure compliance with Federal, State and local standards for right-of-way, street- use, and other permits issued to private utilities or contractors. • Coordinate activities and schedules with utility companies, contractors, property owners, and other City departments; resolve conflicts within scope of authority. • Check for proper use and placement of traffic control devices to assure compliance with the WATCH handbook or specific traffic control plan.
• Compile information and prepare construction reports as required.

THE PROPOSAL
A. Proposal Requirements
To be considered for addition to the City's On-Call Professional Services list, 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. Letter of Transmittal

2. Experience

3. Key Personnel

4. References

5. Fee Schedule
Although there is no page limit on this proposal, please provide brief, concise, relevant information that best pertains to service category(ies). Emphasis should be placed on the proposed personnel and their experience relative to the proposed services. Services performed years ago by personnel no longer with the firm is not necessary to include. Respondent's Proposal shall clearly show proof of knowledge and experience of all tasks listed in the respective services category(ies) description under Scope of Services. To achieve a uniform review process and obtain the 4 maximum degree of comparability, proposals must be organized and contain all information as specified below:

1. Letter of Transmittal
All proposals must include a cover letter addressed to the City's Public Works Director and signed by a duly constituted official legally authorized to bind the Consultant to its proposal including the fee schedule. The cover letter must include the legal name of company, federal taxpayer identification number, corporate address and the name, address, phone number, and email address of the Consultant's main point of contact (to whom the City should direct correspondence). Consultant shall affirmatively state that they have reviewed and are ready to execute the City's standard form On-Call Professional Services Agreement (Attachment "A") and acknowledge receipt of all RFP addenda. Additionally, Consultant shall identify the proposed key individuals who will be involved in providing the services to the City.

2. Experience
Describe the Consultant's capabilities, background, qualifications and experience as they relate to the service category(ies) specified in the RFP email. Describe your firm's strengths in the specialty areas of your qualifications. Describe your firm's approach to meet the needs of the City and your firm's ability to control costs and provide accurate and timely invoices.

3. Kev Personnel
Provide an overview of the key personnel that will be made available by the firm for the services. Submit a brief resume or other breakdown listing the experience of the key personnel.

Respondent shall also identify a Management Contact (Representative authorized to sign an agreement for your firm). The selected Respondent may only change the Management Contact, staff, and specialists with prior written permission of the City.

4. References
Include a minimum of three references for similar projects or contracts completed within the past five years for each category of services contained in your firm's SOQ. Include the project cost and year of completion, along with the project manager's name, address, and phone number. Rank the projects according to their similarity to the City of Laguna Niguel and your understanding of the general scope of services. Describe the project or type of services provided for each reference. Sub-consultants are not required to provide references; however, they may choose to if they feel it will strengthen their qualification package.

5. Fee Schedule
Provide an hourly rate fee schedule applicable to the Consultant's personnel proposed to provide services on City projects in a separate sealed envelope. Also, include overtime hourly rates and pricing for any additional billing requirements (such as blueprint fees, etc.), if applicable. Rates shall remain valid for the two-year ordering period of the Agreement. Hourly rates quoted at the commencement of any specified project shall remain valid throughout the duration of that project.
5 Please note, the City will not be providing vehicles, laptops, or cell phones to perform any of the services. The equipment needed to perform the services shall be included in the proposal. No markups will be allowed for other direct costs and sub-consultant services.

Mileage will not be compensated.

B. Proposal Formatting Requirements
The Statement of Qualifications Proposal shall be submitted in a single, PDF formatted electronic document. The proposed Fee Schedule shall be submitted as a separate PDF, formatted electronic document. Although there is no page limit, please provide brief, concise, relevant information that best pertains to this RFP. Emphasis should be placed on the proposed personnel and their experience relative to the Scope of Services.

C. Respondent's Certifications
By the act of submitting a Statement of Qualifications Proposal in response to this RFP, the Proposer certifies that:

1. The Consultant has carefully examined all RFP documents, including the draft Agreement (attached as Attachment "A"), and all addenda, and fully understands the intention and services requested in the 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 services 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 6 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 Services and Specific Scopes of Services Items of this RFP.

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

D. Submittal Instructions
Consultant's statement of qualifications proposal must be submitted by 5:00 p.m. on Monday, April 20, 2026, via email to Senior Management Analyst, Kelli Everett, at Keverett@cityoflagu nan iguel. org.

ATTACHMENTS:

A - Sample Professional Services Agreement
B- General RFP Information
7 ATTACHMENT A - CITY'S SAMPLE PROFESSIONAL SERVICES AGREEMENT The Sample Professional Services Agreement begins on the next page.

AGREEMENT FOR ON-CALL PROFESSIONAL SERVICES

BETWEEN CITY OF LAGUNA NIGUEL AND
THIS AGREEMENT FOR ON-CALL PROFESSIONAL SERVICES ("Agreement") is made and entered into ___________ ______ by and between CITY OF LAGUNA NIGUEL, a California municipal corporation ("City") and ---------- - ------ --' a ------------- - ("Consultant"). City and Consultant may be referred to individually as "Party" or collectively as "Parties."

RECITALS
A. The City desires to contract with selected professional consultants to provide oncall professional services to support the Public Works Department in the following categories:
[examples include: 1) Engineering, Architecture and Landscape Architecture Design; 2) Private Development Plan Checking; 3) Project and Program Management; 4) Environmental Programs Assistance; and 5) Construction Management and Inspection Services.] B. The City circulated a Request for Proposals for the above-described professional services on --------------
C. Consultant submitted a proposal to City to provide the above-described professional services dated _ _ ___________ _
D. City Staff has reviewed all the proposals and after considering the demonstrated competence of Consultant, the professional qualifications of Consultant, and the fairness and reasonableness of Consultant's proposed cost, staff has determined that an agreement to provide the required services on an on-call basis should be awarded to Consultant.

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

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

ARTICLE 1. SERVICES OF CONSULTANT

1.1 Scope of On-Call Services. In compliance with all terms and conditions of this Agreement, Consultant shall provide, on an on-call basis, those services specified in the "Scope of On-Call Services" attached hereto as Exhibit A and incorporated herein by this reference, which may be referred to herein as the "services" or "work" hereunder. As a material inducement to City entering into this Agreement, Consultant represents and warrants: a) all services set forth in the Scope of On-Call Services will be performed in a competent and satisfactory manner; b) all 01181.0001/842058.4 -1-
materials used for services will be both of good quality as well as fit for the purpose intended; and, c) Consultant shall follow the highest professional standards and practices in performing the services required hereunder. Services to be actually performed by Consultant for City shall be established on a project-by-project basis through a separate written amendment to this Agreement ( each such amendment may be referred to herein as a "Specific Services Amendment"). Upon request by City, Consultant shall provide a detailed project proposal, with pricing no greater than the fees and rates provided for in Exhibit C to this Agreement. Consultant shall not commence work for any given project until both: a) execution by Parties of a written Specific Services Amendment to this Agreement specifying, for the given project, the services to be provided, compensation for those services, and a performance schedule for those services; and, b) receipt from City of a written notice to proceed issued pursuant to said executed Specific Services Amendment.

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

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

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

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

1.5 Additional Services and Compensation. Consultant hereby acknowledges that it accepts the risk that the services to be provided on an on-call basis pursuant to the Scope of OnCall Services, in consideration for the fees and rates provided for in the Schedule of On-Call Compensation referenced in Section 2.1 below, may be more costly or time consuming than 01181.0001/842058.4 -2-
Consultant anticipates and that Consultant shall not be entitled to additional compensation therefor.

City may in its sole and absolute discretion have similar work done by other consultants.

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

1. 7 Software and Computer Services. If the Scope of On-Call Services includes the provision and/or installation of any software, computer system, or other computer technology, Consultant represents and warrants that it is familiar with and/or has inspected City's current infrastructure, equipment, computer system and software and that the software, computer system, or other computer technology provided and/or installed by Consultant under this Agreement is compatible, and shall be fully functional, with such infrastructure, equipment, computer system and software of City. Consultant acknowledges that City is relying on this representation by Consultant as a material consideration in entering into this Agreement.

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

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

ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT

2.1 Compensation for Services. Compensation for each project performed hereunder shall be determined by a Specific Services Amendment specifying a not-to-exceed contract sum for the specific project. Fees and rates to be charged by Consultant for services provided for in all Specific Services Amendments are specified in the "Schedule of On-Call Compensation," attached hereto as Exhibit C and incorporated herein by this reference, and such fees and rates are not subject to increase during the initial term of the Agreement. After the initial term of the Agreement, fees and rates may only be increased both pursuant to Section 9 .4 as well as subsequent to negotiation between the Parties on a reasonable increase. The maximum of such increase shall be no greater than the CPI increase (Orange County area) for the applicable period of time. City has no obligation or duty to provide any such increase. Compensation may include reimbursement, for actual and necessary expenditures, if both specified in either the Schedule of On-Call Compensation or the applicable Specific Services Amendment, as well as approved by City in 01181.0001/842058.4 -3-
advance. The not-to-exceed contract sum specified in any Specific Services Amendment shall include the attendance of Consultant at all project meetings reasonably deemed necessary by City.

Consultant agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services, Consultant shall promptly notify the City Representative of said fact, circttmstance, 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 fust 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 fonn. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission. Review and payment by City for any invoice provided by Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable law. Each invoice is to include (unless otherwise specified by City): 1) line items for all personnel describing the work performed, the number of hours worked, and the hourly rate; 2) line items for all materials and equipment properly charged to the services; 3) line items for all other approved reimbursable expenses claimed, with supporting documentation; and 4) line items for all approved subcontractor labor, supplies, equipment, materials, and travel properly charged to the services.

ARTICLE3.PERFORMANCESCHEDULE

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

3.2 Term. Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until _____________ _ 20_ . The term of this Agreement may be extended administratively (with total cumulative extension no greater than two years), by the City pursuant to Section 9.4 and without the need for further approval by the City Council, if the Consultant's performance is satisfactory and it is in the best interest of the City.

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

3.4 Force Majeure. The time period(s) specified in the Schedule of Performance and the Specific Services Amendment for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of Consultant, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including City, (with the express exception of delays arising from the impact of COVID011s1.000118420ss.4 -4- 19 and its variants to the extent such impact is foreseeable or should have reasonably been foreseeable), if Consultant shall within ten (10) days of the commencement of such delay notify City in writing of the causes of the delay. City shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of City such delay is justified. City's determination shall be final and conclusive upon the Parties to this Agreement. In no event shall Consultant be entitled to recover damages against City for any delay in the performance of this Agreement, however caused, Consultant's sole remedy being extension of this Agreement pursuant to this Section.

ARTICLE 4. COORDINATION OF WORK

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

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

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

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

No City employee benefits shall be available to Consultant, its officers, employees, agents or subcontractors, in connection with the performance of this Agreement. City shall not be liable for compensation or indemnification to Consultant, its officers, employees, agents or subcontractors, 01181.0001/842058.4 -5-
for injury or sickness arising out of performing services hereunder. In the event that Consultant or any officer, employee, agent, or subcontractor of Consultant providing services under this Agreement claims or is determined by a federal or state agency, a court of competent jurisdiction, or the California Public Employees' Retirement System, to be classified as other than an independent contractor for City, then Consultant shall indemnify, defend, and hold harmless City for the payment of any and all assessed fines, penalties, judgments, employee and/or employer contributions, and any other damages and costs assessed to City as a consequence of, or in any way attributable to, the assertion that Consultant, or any officer, employee, agent, or subcontractor Consultant used to provide services under this Agreement, is/are employees of City.

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

ARTICLE 5. INSURANCE AND INDEMNIFICATION

5.1 Insurance Coverages. Prior to commencement of any services under this Agreement, and without limiting Consultant's indemnification obligation to City, Consultant shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, for the duration of the Agreement, primary policies of insurance of the type and amounts below, issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by City, which shall cover all elected and appointed officers, employees, agents, designated volunteers, attorneys, successors and assigns of City. City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to Consultant, City and Consultant may renegotiate Consultant's compensation. (a) Commercial General Liability Insurance. A policy of commercial general liability insurance, with coverage at least as broad as Insurance Services Office ("ISO") form CG 00 01, written on a per occurrence basis for bodily injury, personal injury and property damage. Defense costs must be paid in addition to limits. Coverage for an additional insured shall not be limited to its vicarious liability. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO "insured contract" language will not be accepted. Limits shall be no less than $1,000,000 per occurrence for all covered losses and no less than $2,000,000 general aggregate.
(b) Worker's Compensation Insurance. A policy of worker's compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for Consultant against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by Consultant in the course of carrying out the work or services contemplated in 01181.0001/842058.4 -6-
this Agreement.
(c) Automobile Liability. A policy of comprehensive automobile liability insurance, at least as broad as ISO form CA 00 01, written on a per occurrence basis covering bodily injury and property damage in an amount not less than $1,000,000 combined single limit for each accident. Said policy shall include coverage for owned, non-owned, leased, hired cars and any automobile.
(d) Professional Liability. Professional liability insurance appropriate to Consultant's profession. This coverage may be written on a "claims made" basis and must include coverage for contractual liability. Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement. The professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon, arising out of, or related to services performed under this Agreement. The insurance must be maintained for at least five (5) consecutive years following the completion of Consultant's services or the termination of this Agreement. During this additional 5-year period, Consultant shall annually and upon request of City submit written evidence of this continuous coverage. Limits shall be no less than $1,000,000 per claim and no less than $1,000,000 general aggregate. (e) Cyber Liability. Cyber liability insurance appropriate to Consultant's profession and the services hereunder, written on a per occurrence basis, with limits not less than $1,000,000 per occurrence/loss, and $2,000,000 in the aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations undertaken by Consultant pursuant to this Agreement and shall include, but not be limited to, claims involving: infringement of intellectual property; copyright; trademark; invasion of privacy violations; data breach; electronic information theft, loss, damage, destruction, alteration or misuse; release of private information; extortion; and, network security. The policy shall provide coverage for breach response costs, regulatory fines and penalties, and credit monitoring expenses, with limits sufficient to respond to these obligations.
(t) 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. 01181.0001/842058.4 -7-

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

Any failure to comply with the reporting or other provisions of the policies including breaches or warranties shall not affect coverage provided to City. In the event any insurance policy required under this Agreement is cancelled or amended (and the insurance policy is not replaced pursuant to subsection (b) below), or does not comply with Article 5, then: 1) City has the right but not the duty to obtain insurance required herein and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments; or, 2) City, notwithstanding any other provisions of this Agreement, may immediately terminate this Agreement. Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant's performance under this Agreement, and that involve or may involve coverage under any of the required insurance policies. (b) Cancellation/ Amendment. All of herein required policies of insurance shall provide the insurance may not be amended or cancelled by insurer or any Party hereto without providing thirty (30) calendar days prior written notice (with exception of ten (10) calendar days prior written notice for nonpayment of premium) to City. In the event any of said policies of insurance are amended or cancelled, Consultant shall, five (5) business days prior to the cancellation date, submit new evidence of insurance, or reinstatement of policy, in conformance with this Agreement to City.
(c) Additional Insureds. The commercial general liability policy provided for in Section 5.l(a) and the automobile liability policy provided for in Section 5. l(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 0l 181.0001/842058.4 -8-
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 selfinsured 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 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, "lndemnitees") 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 to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities (herein "Claims or Liabilities") that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities provided herein of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Consultant is legally liable (each an "lndemnitor" and collectively, "Indemnitors"), or arising from Indemnitors' reckless or willful misconduct, or arising from Indemnitors' negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, 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 Indemnitee(s) will reimburse and pay for all costs and expenses, including legal costs and attorneys' fees, incurred by Indemnitee( s) in connection therewith; and, 2) Consultant will promptly pay any judgment rendered against Indemnitee(s) for any such Claims or Liabilities, and will save and hold Indemnitee(s) 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 01181.0001/842058.4 -9-
Section 5.3(b)) to monitor compliance with any of the indemnification provisions herein shall not be a waiver hereof. The indemnification provisions herein do not apply to claims or liabilities occurring as a result of City's sole negligence or willful misconduct, but, to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from City's negligence, except that design professionals' indemnity hereunder shall be limited to claims and liabilities arising out of the negligence, recklessness or willful misconduct of the design professional. The indemnification provided herein includes Claims or Liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduct of Indemnitors in the performance of professional services hereunder. Payment of invoices by City is not a condition precedent to enforcement of the indemnity obligation herein. In the event of any dispute between Consultant and City, as to whether liability arises from the sole negligence or willful misconduct of City, Consultant will be obligated to pay for City's defense until such time as a final judgment has been entered adjudicating City as solely negligent or responsible for willful misconduct.

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

ARTICLE 6. RECORDS, REPORTS AND RELEASE OF INFORMATION

6.1 Records. Consultant shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the disbursements charged to City and services performed hereunder ("books and records") as shall be necessary to perform the services required by this Agreement and enable City to evaluate the performance of such services. Any and all such books and records shall be maintained in accordance with generally accepted accounting principles (and, as applicable, maintained also in accordance with requirements of Labor Code section 1776), shall be complete and detailed, and shall be readily accessible. City shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts. Such books and records shall be maintained either for a period of no less than three (3) years following completion of the services hereunder, or for such period 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.
01181.0001/842058.4 -10-

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

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

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

Response to a subpoena or court order shall not be considered "voluntary" provided Consultant immediately gives City notice of such court order or subpoena. If Consultant, or any officer, employee, agent or subcontractor of Consultant, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorney's fees, caused by or incurred as a result of Consultant's conduct. As concerning, regarding or related to, in any way, this Agreement and the work performed thereunder: a) Consultant shall immediately notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party; b) City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or similar proceeding; and, c) Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant, however, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response.
01181.0001/842058.4 -11-
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 On-Call Compensation and/or a relevant Specific Services Amendment, or such as may be approved by City, except as provided in Section

7.5. In event of termination, or suspension, without cause pursuant to this Section, there is no need to provide opportunity to cure pursuant to Section 7.3. 7 .3 Default of Consultant and Opportunity to Cure. In the event that Consultant is in default under the terms of this Agreement (including without limitation the terms of any Specific Services Amendment), City shall not have any obligation or duty to continue compensating Consultant for any work performed after the date of default. Instead, City may give notice to Consultant of the default and the reasons for the default. The notice shall include the timeframe in which Consultant may cure the default. This timeframe is presumptively ten (10) days, but may be extended, or reduced, if circumstances warrant, as determined by City. During the period of time that Consultant is in default, City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices, without liability for interest. In the alternative, City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Consultant does not cure the default by conclusion of noticed timeframe, City may immediately both terminate this Agreement and/or Specific Services Amendment(s) 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.

7.6 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.

7.8 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 01181.0001/842058.4 -13-
include attorneys' fees on any appeal, and a Party entitled to attorneys' fees shall be entitled to all other reasonable costs for investigating such action, consultants' fees, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. Such fees and costs shall be enforceable whether or not such action is prosecuted to judgment.

ARTICLE 8. INDMDUAL LIABILITY, CONFLICTS AND NON-DISCRIMINATION

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

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

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

8.3 Covenant Against Discrimination. Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account ofrace, 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, 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. 0l 181.0001/842058.4 -14-
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; Ame.ndment. 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.
01181.0001/842058.4
[SIGNATURES ON FOLLOWING PAGE]
-15-
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date and year first-above written.

ATTEST:

Marissa J. Asistin, City Clerk
APPROVED AS TO FORM:

ALESHIRE & WYNDER, LLP
Chris F. Neumeyer, City Attorney
CITY:

CITY OF LAGUNA NIGUEL, a California
municipal corporation
Tamara Latourneau, City Manager
CONSULT ANT:
___ ___ ___ , a _ _ ______ _ _
By: - - - - - - ---- --- -- Name:

Title:

By: ___ _ _____ __ _
Name:

Title:

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

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

ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULT ANT'S BUSINESS ENTITY.
01181.0001/842058.4 -16-

EXHIBIT A

SCOPE OF ON-CALL 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 is available to 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,] on an on-call basis.

AND/OR
II. Consultant will perform on an on-call basis the following services:

III. As part of the on-call services, Consultant will prepare and deliver the following tangible work products to City:

IV. During performance of the on-call services, Consultant will keep City informed of the status of performance by delivering the following status reports:

B.
[NOTE (and delete this entire NOTE when Exhibit A is finalized): If City expects specific individuals to perform the services, then list below those individuals and describe roles (below format is an example and does not have to be used). If City does not expect specific individuals to perform the services, then delete below Section V. Be sure to renumber below as consistent with any numbering changes above.]
V. Consultant will utilize the following personnel to accomplish the services:

Ol 181.0001/842058.4 A(l)
01181.0001/842058.4

EXHIBITB

SPECIAL REQUIREMENTS
(Superseding Agreement Template)

NOT APPLICABLE
B(l)

EXHIBITC

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

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

OR
II. Consultant shall perform the following tasks at the following rates:

D.
01181.0001/842058.4

TASK RATE TIME
C(l)

EXHIBITD

SCHEDULE OF PERFORMANCE
I. Consultant shall perform all on-call services and deliver all related work products timely in accordance with the schedule described in Consultant's Proposal and City's RFP (refer to Section 1.2 for conflicts), and as applicable in accordance with the schedule described in a Specific Services Amendment.

OR
I. Consultant shall perform all services and deliver all work products timely.

II. Consultant shall perform all services in accordance with the following schedule:

TASK DAYS TO PERFORM DEADLINE DATE
III. Consultant shall deliver the following tangible work products to City by the following dates.

C.
01181.0001/842058.4 D(1)

ATTACHMENT B - GENERAL RFP INFORMATION

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.l(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.

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.

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.

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.

5. 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.

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

7. 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.

City of Laguna Niguel, CA - RFP - On-Call Professional Services Page 1 of3 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.

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

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

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

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

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

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

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

9. 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.

City of Laguna Niguel, CA- RFP - On-Call Professional Services Page 2 of3

10. DURATION OF PROPOSAL
Proposal prices, terms, and conditions shall be firm until July 1, 2023. Proposals shall not be subject to future price escalation or changes of terms during this period.

11. LOCAL, STATE, AND FEDERAL REQUIREMENTS
The City intends to select Consultants in accordance with California law and the City's municipal code. Selection of Consultants 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 services. All services are subject to budgetary and funding constraints of the City.

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

City of Laguna Niguel, CA - RFP - On-Call Professional Services Page 3 of3

ATTACHMENT B
Standard On-Call Professional Services Agreement

AGREEMENT FOR ON-CALL PROFESSIONAL SERVICES

BETWEEN CITY OF LAGUNA NIGUEL AND
THIS AGREEMENT FOR ON-CALL PROFESSIONAL SERVICES ("Agreement") is made and entered into _____ by and between CITY OF LAGUNA NIGUEL, a California municipal corporation ("City") and ____________________ , a _______________ ("Consultant"). City and Consultant may be referred to individually as "Party" or collectively as "Parties."

RECITALS
A. The City desires to contract with selected professional consultants to provide oncall professional services to support the Public Works Department.

B. The City circulated a Request for Proposals for on-call professional services on March 20, 2026 for the following categories: 1) Civil, Traffic & Structural Engineering; Architecture; and Landscape Architecture Design; 3) Project and Program Management; and 5) Construction Management and Inspection Services.

C. Consultant submitted a proposal to City to provide the on-call professional services dated April 20, 2026.

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

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

ARTICLE 1. SERVICES OF CONSUL TANT

1.1 Scope of On-Call Services. In compliance with all terms and conditions of this Agreement, Consultant shall provide, on an on-call basis, those services specified in the "Scope of On-Call Services" attached hereto as Exhibit A and incorporated herein by this reference, which may be referred to herein as the "services" or "work" hereunder. As a material inducement to City entering into this Agreement, Consultant represents and warrants: a) all services set forth in the Scope of On-Call Services will be performed in a competent and satisfactory manner; b) all materials used for services will be both of good quality as well as fit for the purpose intended; and, c) Consultant shall follow the highest professional standards and practices in performing the 01405.0006/843133. l -1-
materials used for services will be both of good quality as well as fit for the purpose intended; and, c) Consultant shall follow the highest professional standards and practices in performing the services required hereunder. Services to be actually performed by Consultant for City shall be established on a project-by-project basis through a separate written amendment to this Agreement ( each such amendment may be referred to herein as a "Specific Services Amendment"). Upon request by City, Consultant shall provide a detailed project proposal, with pricing no greater than the fees and rates provided for in Exhibit C to this Agreement. Consultant shall not commence work for any given project until both: a) execution by Parties of a written Specific Services Amendment to this Agreement specifying, for the given project, the services to be provided, compensation for those services, and a performance schedule for those services; and, b) receipt from City of a written notice to proceed issued pursuant to said executed Specific Services Amendment.

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

1.5 Additional Services and Compensation. Consultant hereby acknowledges that it accepts the risk that the services to be provided on an on-call basis pursuant to the Scope of OnCall Services, in consideration for the fees and rates provided for in the Schedule of On-Call Compensation referenced in Section 2.1 below, may be more costly or time consuming than -2-
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.

1.8 Prevailing Wages. If services include any "public work" or "maintenance work," as those terms are defined in California Labor Code section 1 720 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 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

2.1 Compensation for Services. Compensation for each project performed hereunder shall be determined by a Specific Services Amendment specifying a not-to-exceed contract sum for the specific project. Fees and rates to be charged by Consultant for services provided for in all Specific Services Amendments are specified in the "Schedule of On-Call Compensation," attached hereto as Exhibit C and incorporated herein by this reference, and such fees and rates are not subject to increase during the initial term of the Agreement. After the initial term of the Agreement, fees and rates may only be increased both pursuant to Section 9.4 as well as subsequent to negotiation between the Parties on a reasonable increase. The maximum of such increase shall be no greater than the CPI increase (Orange County area) for the applicable period of time. City has no obligation or duty to provide any such increase. Compensation may include reimbursement, for actual and necessary expenditures, if both specified in either the Schedule of On-Call Compensation or the applicable Specific Services Amendment, as well as approved by City in -3-
advance. The not-to-exceed contract sum specified in any Specific Services Amendment shall include the attendance of Consultant at all project meetings reasonably deemed necessary by City.

Consultant agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will 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 expenses claimed, with supporting documentation; and 4) line items for all approved subcontractor labor, supplies, equipment, materials, and travel properly charged to the services.

ARTICLE 3. PERFORMANCE SCHEDULE

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

3.2 Term. Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until June 30, 2026. The term of this Agreement may be extended administratively (with total cumulative extension no greater than two years), by the City pursuant to Section 9 .4 and without the need for further approval by the City Council, if the Consultant's performance is satisfactory and it is in the best interest of the City.

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

3.4 Force Majeure. The time period(s) specified in the Schedule of Performance and the Specific Services Amendment for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of Consultant, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including City, (with the express exception of delays arising from the impact of COVID19 and its variants to the extent such impact is foreseeable or should have reasonably been -4-
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

4.3 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 Public Works Director, or by the City Representative (or by their respective delegates as provided for in writing).

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 -5-
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.

ARTICLE 5. INSURANCE AND INDEMNIFICATION

5.1 Insurance Coverages. Prior to commencement of any services under this Agreement, and without limiting Consultant's indemnification obligation to City, Consultant shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, for the duration of the Agreement, primary policies of insurance of the type and amounts below, issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders' Rating of A- ( or higher) and Financial Size Category Class VII ( or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by City, which shall cover all elected and appointed officers, employees, agents, designated volunteers, attorneys, successors and assigns of City. City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to Consultant, City and Consultant may renegotiate Consultant's compensation. (a) Commercial General Liability Insurance. A policy of commercial general liability insurance, with coverage at least as broad as Insurance Services Office ("ISO") form CG 00 01, written on a per occurrence basis for bodily injury, personal injury and property damage. Defense costs must be paid in addition to limits. Coverage for an additional insured shall not be limited to its vicarious liability. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO "insured contract" language will not be accepted. Limits shall be no less than $1,000,000 per occurrence for all covered losses and no less than $2,000,000 general aggregate.
(b) Worker's Compensation Insurance. A policy of worker's compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for Consultant against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by Consultant in the course of carrying out the work or services contemplated in this Agreement. •
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(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 Liabilitv. Professional liability insurance appropriate to Consultant's profession. This coverage may be written on a "claims made" basis and must include coverage for contractual liability. Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement. The professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon, arising out of, or related to services performed under this Agreement. The insurance must be maintained for at least five (5) consecutive years following the completion of Consultant's services or the termination of this Agreement. During this additional 5-year period, Consultant shall annually and upon request of City submit written evidence of this continuous coverage. Limits shall be no less than $1,000,000 per claim and no less than $1,000,000 general aggregate. (e) Cvber 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.
(t) Excess Liabilitv and Umbrella Liabilitv 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: I) 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 -7-
certificates, endorsement forms and appropriate insurance binders evidencing the above insurance coverages, as well as said documentation is approved by City. City reserves the right to inspect complete, certified copies of, and endorsements to, all required insurance policies, at any time.

Any failure to comply with the reporting or other provisions of the policies including breaches or warranties shall not affect coverage provided to City. In the event any insurance policy required under this Agreement is cancelled or amended (and the insurance policy is not replaced pursuant to subsection (b) below), or does not comply with Article 5, then: 1) City has the right but not the duty to obtain insurance required herein and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments; or, 2) City, notwithstanding any other provisions of this Agreement, may immediately terminate this Agreement. Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant's performance under this Agreement, and that involve or may involve coverage under any of the required insurance policies. (b) Cancellation/ Amendment. All of herein required policies of insurance shall provide the insurance may not be amended or cancelled by insurer or any Party hereto without providing thirty (30) calendar days prior written notice (with exception of ten (10) calendar days prior written notice for nonpayment of premium) to City. In the event any of said policies of insurance are amended or cancelled, Consultant shall, five (5) business days prior to the cancellation date, submit new evidence of insurance, or reinstatement of policy, in conformance with this Agreement to City.
(c) AdditionaJ 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 -8-
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 selfinsured 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 indemnify, defend and hold harmless City and its elected and appointed officers, employees, agents, designated volunteers, attorneys, successors and assigns ( each an "lndemnitee" and collectively, "lndemnitees") 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 to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities (herein "Claims or Liabilities") that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities provided herein of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Consultant is legally liable ( each an "lndemnitor" and collectively, "lndemnitors"), or arising from Indemnitors' reckless or willful misconduct, or arising from Indemnitors' negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, 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 oflndemnitee(s) will reimburse and pay for all costs and expenses, including legal costs and attorneys' fees, incurred by Indemnitee(s) in connection therewith; and, 2) Consultant will promptly pay any judgment rendered against Indemnitee(s) for any such Claims or Liabilities, and will save and hold Indemnitee(s) 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, -9-
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.

ARTICLE 6. RECORDS, REPORTS AND RELEASE OF INFORMATION

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 -11-
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 On-Call Compensation and/or a relevant Specific Services Amendment, or such as may be approved by City, except as provided in Section

7.5. In event of termination, or suspension, without cause pursuant to this Section, there is no need to provide opportunity to cure pursuant to Section 7.3 . 7 .3 Default of Consultant and Opportunitv to Cure. In the event that Consultant is in default under the terms of this Agreement (including without limitation the terms of any Specific Services Amendment), City shall not have any obligation or duty to continue compensating Consultant for any work performed after the date of default. Instead, City may give notice to Consultant of the default and the reasons for the default. The notice shall include the timeframe in which Consultant may cure the default. This timeframe is presumptively ten (10) days, but may be extended, or reduced, if circumstances warrant, as determined by City. During the period of time that Consultant is in default, City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices, without liability for interest. In the alternative, City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Consultant does not cure the default by conclusion of noticed timeframe, City may immediately both terminate this Agreement and/or Specific Services Amendment(s) 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.

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

ARTICLE 8. INDIVIDUAL LIABILITY, CONFLICTS AND NON-DISCRIMINATION

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.

8.3 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 -14-
communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section.

9.3 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.

9.7 Corporate Authoritv. 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 PAGE]
-15-
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date and year first-above written.

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
CITY:

CITY OF LAGUNA NIGUEL, a California
municipal corporation
Tamara S. Letourneau, City Manager
CONSULTANT:
______ _ __ , a ___ _____ _
By: _ ___ ___ ____ _
Name:

Title:

By: _ _ _______ _____ _
Name:

Title:

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

APPROPRIATE ATTEST A TIO NS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS,

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

EXHIBIT A

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

EXHIBITB

SPECIAL REQUIREMENTS
(Superseding Agreement Template)

NOT APPLICABLE
[NOTE (µnd delete this entire NOTE when Exhibit Bis finalized): All revisions to the template go in this Exhibit B. If Consultant requests revisions to template: I) delete above term "NOT APPLICABLE"; and, 2) write the requested and/or recommended revisions below. The following are suggested formats and other formats may be used if make more sense:
(amend template language)
A. Section 5.1 ( c ), "Automobile Liability," shall be amended to read in its entirety (new text is identified in bold italics, deleted text in strike through) as follows:
"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 $2,000,000 combined single limit for each accident. Said policy shall include coverage for owned, non-owned, leased, hired cars and any automobile." (delete template language)
B. Section 5.l(d), "Professional Liability," is deleted in its entirety. (add new section to template)
C. Section X.X, " _ __________ ," is added in its entirety as follows:
" _____________________________ ".]
B(l)

EXHIBITC

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

C(l)

EXHIBITD

D(l)

ATTACHMENT C
Amendment 5 to On-Call PSA
with AGA Engineers, Inc.

AMENDMENT NO. 5 TO AGREEMENT FOR ON-CALL PROFESSIONAL SERVICES

BETWEEN CITY OF LAGUNA NIGUEL AND
AGA ENGINEERS, INC.

FOR MUL TIYEAR PROFESSIONAL SERVICES
THIS AMENDMENT NO. 5 TO AGREEMENT FOR ON-CALL PROFESSIONAL SERVICES ("Amendment No. 5") is made and entered into ______ by and between CITY OF LAGUNA NIGUEL, a California municipal corporation ("City") and AGA Engineers, Inc., a California Corporation ("Consultant"). City and Consultant may be referred to individually as "Party" or collectively as "Parties."

RECITALS

1. City and Consultant entered into an on-call professional services agreement on July 1, 2023 to provide on-call professional services ("Agreement"). The initial term of the Agreement terminates on June 30, 2026. Amendment 3 exercises the first option year extending the term of the Agreement to June 30, 2027.

2. City entered into Amendment No. 1 for Traffic Signal Operations services on an as-needed multiyear basis from the Consultant pursuant to the terms of the Agreement.

3. City now requires additional as-needed Traffic Signal Operations services on a multi-year basis and desires to exercise Option Year 1 extending the term to June 30, 2027.

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

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

6. City and Consultant now desire to enter into Amendment No. 5 to the Agreement to modify the terms of Amendment No. 1.

1. Project Term. This Amendment No. 5 shall become effective as of the date stated above.

2. Project Compensation and Aggregate Contract Sums. Subject to any limitations set forth in the Agreement and this Amendment No. 5, City agrees to pay Consultant the amounts specified in the "Schedule of Compensation" attached hereto as Exhibit C-5. The total compensation for each of the respective Services Time Periods listed in Exhibit C-5 (including Contingency Sum(s), if any), including reimbursement for actual expenses, shall not exceed each Services Time Period's respective Contract Sum listed in Exhibit C-5, unless additional -1-
compensation is approved pursuant to Section 1.5 of the Agreement. Specific periods of time during the term of this Amendment No. 5 have specific not-to-exceed amounts as detailed in Exhibit C-5. The aggregate of the various Contract Sums shall not exceed Five Hundred Forty Thousand Two Hundred Eighty-Eight Dollars ($540,288), which is the total compensation available under this Amendment No. 5. However, funds available pursuant to the respective Contract Sum for each specific Services Time Period in Exhibit C-5 may not be transferred between the Services Time Periods. The Consultant shall obtain written approval from the City for any use of any Contingency Sum provided for in Exhibit C-5. Compensation may include reimbursement, for actual and necessary expenditures, if both specified in either the Schedule of Compensation (Exhibit C-5 to this Amendment) or the Schedule of On-Call Compensation (Exhibit C to the Agreement), as well as approved by City in advance. The Contract Sum shall include the attendance of Consultant at all project meetings reasonably deemed necessary by City.

Consultant agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services, Consultant shall promptly notify the City Representative of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto.

3. Prior Amendments to Agreement. Prior amendments to the Agreement, if any, are itemized in "Prior Amendments to Agreement," attached hereto as Exhibit E-5 and incorporated herein by this reference.

4. Consultant Representative for Project. The Consultant Representative for the work or services under this Amendment No. 5 is Chalap Sadam, President, 714-992-4592, [email protected], who is authorized to act on Consultant's behalf with respect to the work or services specified herein and to make all decisions in connection therewith. It is expressly understood that the experience, knowledge, capability and reputation of the representative was a substantial inducement for City to enter into this Amendment No. 5 to the Agreement. Therefore, the representative shall be responsible during the term of this Amendment No. 5 for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder.

For purposes of this Amendment No. 5, the representative may not be replaced nor may their responsibilities be substantially reduced by Consultant without the express written approval of City.

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

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

7. Adequate Consideration. The Parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 5. -2-

8. Authority. The persons executing this Amendment No. 5 on behalf of the Parties hereto warrant that (i) such Party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment No. 5 on behalf of said Party, (iii) by so executing this Amendment No. 5, such Party is formally bound to the provisions of this Amendment No. 5, and (iv) entering into this Amendment No. 5 does not violate any provision of any other agreement to which said Party is bound.
[SIGNATURES ON FOLLOWING PAGE]
-3-
IN WITNESS WHEREOF, the Parties hereto have executed this Amendment No. 5 on the date and year first-above written.

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
CITY:

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

AGA Engineers, Inc., a California Corporation
By: - -------------- Name:

Title:

By: _ __________ _
Name:

Title:

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

BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY.
-4-
I. See Exhibit A-1.

EXHIBIT A-5

SCOPE OF SERVICES
A-5(1)
EXHIBIT B-5

SPECIAL REQUIREMENTS
(Superseding Amendment Template)

NOT APPLICABLE
B-5(1)
EXHIBIT C-5

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

II. The total compensation for the services provided pursuant to this Amendment No. 5 shall not exceed the total of the Aggregate Contract Sums, as provided in Section 5 of this Amendment, and such Contract Sums are defined below for each of the Services Time Periods.

III. The total compensation for ~ach Services Time Period is listed below. Funds available for each specific Services Time Period may not be transferred between the Services Time Periods listed below.

1. Time Period - July 1, 2023 to June 30, 2024

2. Specific Sum - Ninety-Six Thousand Four Hundred Eighty Dollars ($96,480)

3. Contingency Sum- Nine Thousand Six Hundred Forty-Eight Dollars ($9,648)

4. Contract Sum-One Hundred Six Thousand One Hundred Twenty-Eight Dollars ($106,128)

1. Time Period- July 1, 2024 to June 30, 2025

2. Specific Sum - Ninety-Six Thousand Four Hundred Eighty Dollars ($96,480)

3. Cohtingency Sum- Nine Thousand Six Hundred Forty-Eight Dollars ($9,648)

4. Contract Sum- One Hundred Six Thousand One Hundred Twenty-Eight Dollars ($106,128)

1. Time Period- July 1, 2025 to June 30, 2026

2. Specific Sum - Ninety-Six Thousand Four Hundred Eighty Dollars ($96,480)

3. Contingency Sum - Nine Thousand Six Hundred Forty-Eight Dollars ($9,648)

4. Contract Sum - One Hundred Six Thousand One Hundred Twenty-Eight Dollars ($106,128)

1. Time Period- July 1, 2026 to June 30, 2027 (Option Year 1)

2. Specific Sum-Ninety-Nine Thousand Three Hundred Seventy-Five Dollars ($99,375)

3. Contingency Sum - Nine Thousand Nine Hundred Thirty-Seven Dollars ($9,937)

4. Contract Sum- One Hundred Nine Thousand Three Hundred Twelve Dollars ($109,312)

1. Time Period- July 1, 2027 to June 30, 2028 (Option Year 2)

2. Specific Sum- Ninety-Nine Thousand Three Hundred Seventy-Five Dollars ($102,356)

3. Contingency Sum - Nine Thousand Nine Hundred Thirty-Seven Dollars ($10,236)

4. Contract Sum- One Hundred Nine Thousand Three Hundred Twelve Dollars ($112,592) IV. Consultant will be compensated for services provided pursuant to this Amendment No. 5 pursuant to the fees and rates in Exhibit C of the Agreement and in accordance with description in the Project Proposal.

C-5(1)
I. See Exhibit D-1.

EXHIBIT D-5

SCHEDULE OF PERFORMANCE
D-5(1)
EXHIBITE-5

PRIOR AMENDMENTS TO AGREEMENT

1. Amendment No. 1 to Agreement, executed on July 1, 2023, provides As-Needed Traffic Signal Operations services from Consultant to City for a not-to-exceed Aggregate Contract Sum of $318,384.

2. Amendment No. 2 to Agreement, executed on February 20, 2024, provides AsNeeded Traffic Engineering services from Consultant to City for a not-to-exceed Aggregate Contract Sum of $330,000.

3. Amendment No. 3 to Agreement, executed on July 1, 2026, exercises Option Year 1 of the Agreement, extending the term to June 30, 2027, and updates the Exhibit C, "Schedule of On-Call Compensation" fees and rates applicable to the Agreement.

4. Amendment No. 4 to Agreement modified Amendment No. 2, executed on July 1, 2026, exercises Option Year 1 for as-needed Traffic Engineering services from Consultant to City.

E-5(1)

ATTACHMENT D
Master Agreement and Amendment 1 to On-Call PSA
with Arcadis U.S., Inc.

AGREEMENT FOR ON-CALL PROFESSIONAL SERVICES

BETWEEN CITY OF LAGUNA NIGUEL AND
ARCADIS U.S., INC.

City and Consultant may be referred to individually as "Party" or collectively as "Parties."

RECITALS
A. The City desires to contract with selected professional consultants to provide oncall professional services to support the Public Works Department.

B. The City circulated a Request for Proposals for on-call professional services on March 20, 2026 for the following categories: I) Civil, Traffic & Structural Engineering; Architecture; and Landscape Architecture Design; 3) Project and Program Management; 5) Construction Management and Inspection Services.

C. Consultant submitted a proposal to City to provide the on-call professional services dated April 20, 2026.

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

ARTICLE 1. SERVICES OF CONSUL TANT

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

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

1.5 Additional Services and Compensation. Consultant hereby acknowledges that it accepts the risk that the services to be provided on an on-call basis pursuant to the Scope of OnCall Services, in consideration for the fees and rates provided for in the Schedule of On-Call Compensation referenced in Section 2.1 below, may be more costly or time consuming than Consultant anticipates and that Consultant shall not be entitled to additional compensation therefor.

City may in its sole and absolute discretion have similar work done by other consultants. -2-

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

1.7 Software and Computer Services. If the Scope of On-Call Services includes the provision and/or installation of any software, computer system, or other computer technology, Consultant represents and warrants that it is familiar with and/or has inspected City's current infrastructure, equipment, computer system and software and that the software, computer system, or other computer technology provided and/or installed by Consultant u~der 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 1 720 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 1 770 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.

ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT

2.1 Compensation for Services. Compensation for each project performed hereunder shall be determined by a Specific Services Amendment specifying a not-to-exceed contract sum for the specific project. Fees and rates to be charged by Consultant for services provided for in all Specific Services Amendments are specified in the "Schedule of On-Call Compensation," attached hereto as Exhibit C and incorporated herein by this reference, and such fees and rates are not subject to increase during the initial term of the Agreement. After the initial term of the Agreement, fees and rates may only be increased both pursuant to Section 9.4 as well as subsequent to negotiation between the Parties on a reasonable increase. The maximum of such increase shall be no greater than the CPI increase (Orange County area) for the applicable period of time. City has no obligation or duty to provide any such increase. Compensation may include reimbursement, for actual and necessary expenditures, if both specified in either the Schedule of On-Call Compensation or the applicable Specific Services Amendment, as well as approved by City in advance. The not-to-exceed contract sum specified in any Specific Services Amendment shall include the attendance of Consultant at all project meetings reasonably deemed necessary by City.

Consultant agrees that if Consultant becomes aware of any facts, circumstances, techniques, or -3-
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.

ARTICLE 3. PERFORMANCE SCHEDULE

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

3.2 Term. Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until June 30, 2028.

3.4 Force Maieure. The time period(s) specified in the Schedule of Performance and the Specific Services Amendment for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of Consultant, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including City, (with the express exception of delays arising from the impact of COVID19 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 -4-
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 Braulio Ramirez, Project Manager. 714-878-0837. [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 Repnsentative. The City Representative is such person as designated by the City Manager or her designee. The City Representative shall be the primary person on behalf of City responsible for the administration of the Agreement. It shall be Consultant's responsibility to assure that the City Representative is kept informed of both the progress of the performance of the services as well as any decisions which must be made by City.

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 -5-
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.

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 ofinsurance required by giving Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to Consultant, City and Consultant may renegotiate Consultant's compensation. (a) Commercial General Liability Insurance. A policy of commercial general liability insurance, with coverage at least as broad as Insurance Services Office ("ISO") form CG 00 01, written on a per occurrence basis for bodily injury, personal injury and property damage. Defense costs must be paid in addition to limits. Coverage for an additional insured shall not be limited to its vicarious liability. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO "insured contract" language will not be accepted. Limits shall be no less than $1,000,000 per occurrence for all covered losses and no less than $2,000,000 general aggregate.
(b) Worker's Compensation Insurance. A policy of worker's compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for Consultant against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by Consultant in the course of carrying out the work or services contemplated in this Agreement.
(c) Automobile Liability. A policy of comprehensive automobile liability 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 -6-
any automobile.
(d) Professional Liability. Professional liability insurance appropriate to Consultant's profession. This coverage may be written on a "claims made" basis and must include coverage for contractual liability. Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement. The professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon, arising out of, or related to services performed under this Agreement. The insurance must be maintained for at least five (5) consecutive years following the completion of Consultant's services or the termination of this Agreement. During this additional 5-year period, Consultant shall annually and upon request of City submit written evidence of this continuous coverage. Limits shall be no less than $1,000,000 per claim and no less than $1 ,000,000 general aggregate. (e) Cyber Liability. Cyber liability insurance appropriate to Consultant's profession and the services hereunder, written on a per occurrence basis, with limits not less than $1 ,000,000 per occurrence/loss, and $2,000,000 in the aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations undertaken by Consultant pursuant to this Agreement and shall include, but not be limited to, claims involving: infringement of intellectual property; copyright; trademark; invasion of privacy violations; data breach; electronic information theft, loss, damage, destruction, alteration or misuse; release of private information; extortion; and, network security. The policy shall provide coverage for breach response costs, regulatory fines and penalties, and credit monitoring expenses, with limits sufficient to respond to these obligations.
(t) 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.

Any failure to comply with the reporting or other provisions of the policies including breaches or -7-
warranties shall not affect coverage provided to City. In the event any insurance policy required under this Agreement is cancelled or amended (and the insurance policy is not replaced pursuant to subsection (b) below), or does not comply with Article 5, then: 1) City has the right but not the duty to obtain insurance required herein and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments; or, 2) City, notwithstanding any other provisions of this Agreement, may immediately terminate this Agreement. Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant's performance under this Agreement, and that involve or may involve coverage under any of the required insurance policies. (b) CancelJation/ 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.l(a) and the automobile liability policy provided for in Section 5.l(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 -8-
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 selfinsured 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, "lndemnitees") 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 "lndemnitor" and collectively, "lndemnitors") 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 oflitigation. 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

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 -11-
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.

7.5. 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 DefauJt of Consultant and Opportunity to Cure. In the event that Consultant is in default under the terms of this Agreement (including without limitation the terms of any Specific Services Amendment), City shall not have any obligation or duty to continue compensating Consultant for any work performed after the date of default. Instead, City may give notice to Consultant of the default and the reasons for the default. The notice shall include the timeframe in which Consultant may cure the default. This timeframe is presumptively ten (I 0) days, but may be extended, or reduced, if circumstances warrant, as determined by City. During the period of time that Consultant is in default, City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices, without liability for interest. In the alternative, City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Consultant does not cure the default by conclusion of noticed timeframe, City may immediately both terminate this Agreement and/or Specific Services Amendment(s) 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. -12-
7 .5 Retention of Funds. Consultant hereby authorizes City to deduct from any amount payable to Consultant (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by reason of Consultant's acts or omissions in performing or failing to perform Consultant's obligation under this Agreement. In the eyent 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.

7.8 LegaJ 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.

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

ARTICLE 8. INDIVIDUAL LIABILITY, CONFLICTS AND NON-DISCRIMINATION

8.1 Non-liability of Citv 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.

8.3 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 -14-
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 accordan~e 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.

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 PAGE]
-15-
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date and year first-above written.

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
CITY:

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

Arcadis U.S. Inc., a Delaware Corporation
By: _ __________ _
Name:

Title:

By: ______________ _
Name:

Title:

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

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

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

EXHIBIT A

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

A(l)

EXHIBITB

SPECIAL REQUIREMENTS
(Superseding Agreement Template)

NOT APPLICABLE
B(l)

EXHIBIT C

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

C(l)

EXHIBITD

D(l)
AMENDMENT NO. 1 TO AGREEMENT FOR ON-CALL PROFESSIONAL SERVICES

BETWEEN CITY OF LAGUNA NIGUEL AND
ARCADIS U.S., INC.

FOR MULTIYEAR PROFESSIONAL SERVICES
THIS AMENDMENT NO. 1 TO AGREEMENT FOR ON-CALL PROFESSIONAL SERVICES ("Amendment No. 1") is made and entered into ______ by and between CITY OF LAGUNA NIGUEL, a California municipal corporation ("City") and Arcadis U.S., Inc., a Delaware Corporation ("Consultant"). City and Consultant may be referred to individually as "Party" or collectively as "Parties."

RECITALS

1. City and Consultant entered into an on-call professional services agreement on July 1, 2026 to provide on-call professional services ("Agreement"). The term of the Agreement terminates on June 30, 2028.

2. City has requested Traffic Engineering services on an as-needed multiyear basis from the Consultant pursuant to the terms of the Agreement.

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

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

5. City and Consultant have entered into amendment(s) to the Agreement as detailed in "Prior Amendments to Agreement" attached hereto as Exhibit E-1.

6. City and Consultant now desire to enter into Amendment No. 1 to the Agreement for the performance by Consultant of the requested services for City.

1. Project Term. This Amendment No. 1 shall become effective as of the date stated above and, unless earlier terminated in accordance with Article 7 of the Agreement, shall continue in full force and effect until June 30, 2028.

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

3. Project Scope of Services. In compliance with all terms and conditions of the Agreement and this Amendment No. 1, Consultant shall provide on an as-needed basis those services specified in the "Scope of Services" attached hereto as Exhibit A-1 and incorporated herein by this reference, which may be referred to herein as the "services" or "work" hereunder.

4. Project Special Requirements. Additional terms and conditions of this Amendment No. 1, if any, which are made a part hereof are set forth in the "Special Requirements" attached hereto as Exhibit B-1 and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit B-1, and any other provisions of this Amendment No. I or the Agreement, the provisions of Exhibit B-1 shall govern.

5. Project Compensation and Aggregate Contract Sums. Subject to any limitations set forth in the Agreement and this Amendment No. 1, City agrees to pay Consultant the amounts specified in the "Schedule of Compensation" attached hereto as Exhibit C-1 and incorporated herein by this reference. The total compensation for each of the respective Services Time Periods listed in Exhibit C-1 (including Contingency Sum(s ), if any), including reimbursement for actual expenses, shall not exceed each Services Time Period's respective Contract Sum listed in Exhibit C-1, unless additional compensation is approved pursuant to Section 1.5 of the Agreement.

Specific periods of time during the term of this Amendment No. 1 have specific not-to-exceed amounts as detailed in Exhibit C-1. The aggregate of the various Contract Sums shall not exceed Two Hundred Twenty Thousand Dollars ($220,000), which is the total compensation available under this Amendment No. 1. However, funds available pursuant to the respective Contract Sum for each specific Services Time Period in Exhibit C-1 may not be transferred between the Services Time Periods. The Consultant shall obtain written approval from the City for any use of any Contingency Sum provided for in Exhibit C-1. Compensation may include reimbursement, for actual and necessary expenditures, if both specified in either the Schedule of Compensation (Exhibit C-1 to this Amendment No. 1) or the Schedule of On-Call Compensation (Exhibit C to the Agreement), as well as approved by City in advance. The Contract Sum shall include the attendance of Consultant at all project meetings reasonably deemed necessary by City.

Consultant agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services, Consultant shall promptly notify the City Representative of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto.

6. Project Schedule of Performance. Consultant shall commence as-needed services pursuant to this Amendment No. 1 upon receipt of a written notice to proceed pursuant to Exhibit A-1 and shall perform all services within the time period(s) established in the "Schedule of Performance" attached hereto as Exhibit D-1 and incorporated herein by this reference (and as applicable the "Schedule of Performance" attached as Exhibit D to the Agreement).

7. Prior Amendments to Agreement. Prior amendments to the Agreement, if any, are itemized in "Prior Amendments to Agreement," attached hereto as Exhibit E-1 and incorporated herein by this reference.
-2-

8. Consultant Representative for Project. The Consultant Representative for the work or services under this Amendment No. 1 is Braulio Ramirez, Project Manager, 714-878- 0837, braulio.ramirez@arcadi .com, who is authorized to act on Consultant's behalf with respect to the work or services specified herein and to make all decisions in connection therewith. It is expressly understood that the experience, knowledge, capability and reputation of the representative was a substantial inducement for City to enter into this Amendment No. 1 to the Agreement. Therefore, the representative shall be responsible during the term of this Amendment No. 1 for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. For purposes of this Amendment No. 1, the representative may not be replaced nor may their responsibilities be substantially reduced by Consultant without the express written approval of City.

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

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

11. Adequate Consideration. The Parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 1.

12. Authority. The persons executing this Amendment No. 1 on behalf of the Parties hereto warrant that (i) such Party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment No. 1 on behalf of said Party, (iii) by so executing this Amendment No. 1, such Party is formally bound to the provisions of this Amendment No. 1, and (iv) entering into this Amendment No. 1 does not violate any provision of any other agreement to which said Party is bound.
[SIGNATURES ON FOLLOWING PAGE]
-3-
IN WITNESS WHEREOF, the Parties hereto have executed this Amendment No. 1 on the date and year first-above written.

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
CITY:

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

Arcadis U.S., Inc., a Delaware Corporation
By:-------- ---- - -- Name:

Title:

By: ______ _ _ ___ _
Name:

Title:

Address: - - - - - ------ -
Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: 1) Chairperson of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. (Cal. Corp. Code§ 313.) APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE

BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULA TIO NS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY.
-4-
EXHIBIT A-1

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 as-needed services described in the Project Proposal. The Consultant has been selected to provide services of a certain nature which will be readily available for a fixed rate when needed. However, before any work is performed, the Consultant must provide a specific written proposal for any requested services and get written approval of the terms of the proposal from the City, as such process is more fully described herein. Unless specifically defined, each category or type of work listed in the Project Proposal shall be construed broadly to include all services customarily described under such category or type.

III. Work Request Procedure
A. Task(s) to be performed shall be set forth in a written request ("Request") produced by the City Representative, with a description of the work to be performed, and the time desired for completion. All tasks shall be carried out in conformity with all provisions of this Amendment No. 1 and the Agreement.

B. Following receipt of the Request, the Consultant shall prepare a "Task Proposal" that includes the following components:
(1) a written description of the requested task(s) including all components and subtasks, and including any clarifications of the descriptions provided in the Request;
(2) the costs to perform the task(s) ("Task Budget");
(3) an explanation of how the cost was determined; and
(4) a schedule for completion of the task(s) ("Task Completion Schedule"), including a final completion date ("Task Completion Date").

C. City Representative shall approve, modify, or reject the Task Proposal in writing, and issue a written notice to proceed when a written agreement has been reached between the Parties on the Task Proposal.

D. The task(s) shall be performed at a cost not exceeding the Task Budget.

E. Consultant shall complete the task(s) and deliver all deliverables to City by the Task Completion Date and in accordance with the Task Completion Schedule.

A-1(1)
IV. __ Consultant acknowledges that City has no obligation to request work from Consultant under this Amendment No. 1 or the Agreement. City may establish a rotation schedule with multiple consultants, and may seek competing Task Proposals.

A-1(2)
EXHIBIT B-1

SPECIAL REQUIREMENTS
(Superseding Amendment Template)

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

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

II. The total compensation for the services provided pursuant to this Amendment No. 1 shall not exceed the total of the Aggregate Contract Sums, as provided in Section 5 of this Amendment No. 1, and such Contract Sums are defined below for each of the Services Time Periods.

III. The total compensation for !!!!_ch Services Time Period is listed below. Funds available for each specific Services Time Period may not be transferred between the Services Time Periods listed below.

1. Time Period - July 1, 2026 to June 30, 2027
IV. Specific Sum - One Hundred Thousand Dollars ($100,000) V. Contingency Sum-Ten Thousand Dollars ($10,000)
VI. Contract Sum - One Hundred Ten Thousand Dollars ($110,000)

1. Time Period - July 1, 2027 to June 30, 2028
VII.

VIII.

IX.

Specific Sum- One Hundred Thousand Dollars ($100,000)
Contingency Sum - Ten Thousand Dollars ($10,000)
Contract Sum- One Hundred Ten Thousand Dollars ($110,000) X. Consultant will be compensated for services provided pursuant to this Amendment No. 1 pursuant to the fees and rates in Exhibit C of the Agreement and in accordance with description in the Project Proposal.

C-1(1)
EXHIBIT D-1

SCHEDULE OF PERFORMANCE
I. Consultant shall on an as-needed basis perform all services and deliver all work products timely in accordance with both Task Completion Schedule(s) as well as Task Completion Date(s) set in Task Proposal(s) and shall not receive additional compensation for work completed after Task Completion Date(s).

D-1(1)
EXHIBIT E-1

PRIOR AMENDMENTS TO AGREEMENT
NONE
E-1(1)

ATTACHMENT E
Amendment 2 to On-Call PSA
with Black O'Dowd & Associates, Inc.

AMENDMENT NO. 2 TO AGREEMENT FOR ON-CALL PROFESSIONAL SERVICES

BETWEEN CITY OF LAGUNA NIGUEL AND
BLACK O'DOWD AND ASSOCIATES, INC.

FOR MULTIYEAR PROFESSIONAL SERVICES
THIS AMENDMENT NO. 2 TO AGREEMENT FOR ON-CALL PROFESSIONAL SERVICES ("Amendment No. 2") is made and entered into ______ by and between CITY OF LAGUNA NIGUEL, a California municipal corporation ("City") and Black O'Dowd and Associates, Inc., a California Corporation ("Consultant"). City and Consultant may be referred to individually as "Party" or collectively as "Parties."

RECITALS

1. City and Consultant entered into an on-call professional services agreement on July 1, 2023 to provide on-call professional services ("Agreement"). The initial term of the Agreement terminates on June 30; 2026. Amendment No. 1 exercises the first option year extending the term of the Agreement to June 30, 2027.

2. City has requested Architecture services on an as-needed multiyear basis from the Consultant pursuant to the terms of the Agreement.

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

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

5. City and Consultant have entered into amendment(s) to the Agreement as detailed in "Prior Amendments to Agreement" attached hereto as Exhibit E-2.

6. City and Consultant now desire to enter into Amendment No. 2 to the Agreement for the performance by Consultant of the requested services for City.

1. Project Term. This Amendment No. 2. shall become effective as of the date stated above and, unless earlier terminated in accordance with Article 7 of the Agreement, shall continue in full force and effect until June 30, 2027. The term of this Amendment No. 2. may be extended administratively (with total cumulative extension no greater than one year), by the City pursuant to Section 9.4 of the Agreement 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.

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

2. or the Agreement, unless specifically agreed to by City in writing.

3. Project Scope of Services. In compliance with all terms and conditions of the Agreement and this Amendment No. 2, Consultant shall provide on an as-needed basis those services specified in the "Scope of Services" attached hereto as Exhibit A-2 and incorporated herein by this reference, which may be referred to herein as the "services" or "work" hereunder.

4. Project Special Requirements. Additional terms and conditions of this Amendment No. 2, if any, which are made a part hereof are set forth in the "Special Requirements" attached hereto as Exhibit B-2 and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit B-2, and any other provisions of this Amendment No. 2. or the Agreement, the provisions of Exhibit B-2 shall govern.

5. Project Compensation and Aggregate Contract Sums. Subject to any limitations set forth in the Agreement and this Amendment No. 2, City agrees to pay Consultant the amounts specified in the "Schedule of Compensation" attached hereto as Exhibit C-2 and incorporated herein by this reference. The total compensation for each of the respective Services Time Periods listed in Exhibit C-2 (including Contingency Sum(s), if any), including reimbursement for actual expenses, shall not exceed each Services Time Period's respective Contract Sum listed in Exhibit C-2, unless additional compensation is approved pursuant to Section 1.5 of the Agreement.

Specific periods of time during the term of this Amendment No. 2. have specific not-to-exceed amounts as detailed in Exhibit C-2. The aggregate of the various Contract Sums shall not exceed One Hundred Ten Thousand Dollars ($110,000), which is the total compensation available under this Amendment. However, funds available pursuant to the respective Contract Sum for each specific Services Time Period in Exhibit C-2 may not be transferred between the Services Time Periods. The Consultant shall obtain written approval from the City for any use of any Contingency Sum provided for in Exhibit C-2. Compensation may include reimbursement, for actual and necessary expenditures, if both specified in either the Schedule of Compensation (Exhibit C-2 to this Amendment No. 2) or the Schedule of On-Call Compensation (Exhibit C to the Agreement), as well as approved by City in advance. The Contract Sum shall include the attendance of Consultant at all project meetings reasonably deemed necessary by City. Consultant agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services, Consultant shall promptly notify the City Representative of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto.

6. Project Schedule of Performance. Consultant shall commence as-needed services pursuant to this Amendment No. 2. upon receipt of a written notice to proceed pursuant to Exhibit A-2 and shall perform all services within the time period(s) established in the "Schedule of Performance" attached hereto as Exhibit D-2 and incorporated herein by this reference (and as applicable the "Schedule of Performance" attached as Exhibit D to the Agreement). -2-

7. Prior Amendments to Agreement. Prior amendments to the Agreement, if any, are itemized in "Prior Amendments to Agreement," attached hereto as Exhibit E-2 and incorporated herein by this reference.

8. Consultant Representative for Proiect. The Consultant Representative for the work or services under this Amendment No. 2. is Edward Lok Ng, President, 562-912-7900, [email protected], who is authorized to act on Consultant's behalf with respect to the work or services specified herein and to make all decisions in connection therewith. It is expressly understood that the experience, knowledge, capability and reputation of the representative was a substantial inducement for City to enter into this Amendment No. 2. to the Agreement. Therefore, the representative shall be responsible during the term of this Amendment for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder.

For purposes of this Amendment No. 2, the representative may not be replaced nor may their responsibilities be substantially reduced by Consultant without the express written approval of City.

9. Continuing Effect of the Agreement. Except as amended by this Amendment No. 2, all provisions of the Agreement shall remain unchanged and in full force and effect. From and after the date of this Amendment No. 2, whenever the term "Agreement" appears in the Agreement, it shall mean the Agreement, as amended by this Amendment No. 2.

12. Authority. The persons executing this Amendment No. 2. on behalf of the Parties hereto warrant that (i) such Party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment No. 2. on behalf of said Party, (iii) by so executing this Amendment No. 2, such Party is formally bound to the provisions of this Amendment No. 2, and (iv) entering into this Amendment No. 2. does not violate any provision of any other agreement to which said Party is bound.
[SIGNATURES ON FOLLOWING PAGE]
-3-
IN WITNESS WHEREOF, the Parties hereto have executed this Amendment No. 2. on the date and year first-above written.

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
CITY:

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

Black O'Dowd and Associates, Inc., a California
Corporation
By:--------------- Name:

Title:

By: _ _ _________ _
Name:

Title:

Address: ------------
Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: 1) Chairperson of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. (Cal. Corp. Code § 313.) APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE

BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY.
-4-
EXHIBIT A-2

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.

D. The task(s) shall be performed at a cost not exceeding the Task Budget.

E. Consultant shall complete the task(s) and deliver all deliverables to City by the Task Completion Date and in accordance with the Task Completion Schedule.

A-2(1)
IV. __ Consultant acknowledges that City has no obligation to request work from Consultant under this Amendment No. 2. or the Agreement. City may establish a rotation schedule with multiple consultants, and may seek competing Task Proposals.

A-2(2)
EXHIBIT B-2

SPECIAL REQUIREMENTS
(Superseding Amendment Template)

NOT APPLICABLE
B-2(1)
EXHIBIT C-2

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

II. The total compensation for the services provided pursuant to this Amendment No. 2. shall not exceed the total of the Aggregate Contract Sums, as provided in Section 5 of this Amendment No. 2, and such Contract Sums are defined below for each of the Services Time Periods.

III. The total compensation for !l_ach Services Time Period is listed below. Funds available for each specific Services Time Period may not be transferred between the Services Time Periods listed below.

1. Time Period - July 1, 2026 to June 30, 2027

2. Specific Sum - Two Hundred Thousand Dollars ($50,000)

3. Contingency Sum-Twenty Thousand Dollars ($5,000)

4. Contract Sum - Two Hundred Twenty Thousand Dollars ($55,000) l. Time Period-July 1, 2027 to June 30, 2028 (Option Year 1)

2. Specific Sum - Two Hundred Thousand Dollars ($50,000)

3. Contingency Sum-Twenty Thousand Dollars ($5,000)

4. Contract Sum-Two Hundred Twenty Thousand Dollars ($55,000) IV. Consultant will be compensated for services provided pursuant to this Amendment No. 2. pursuant to the fees and rates in Exhibit C of the Agreement and in accordance with description in the Project Proposal.

C-2(1)
EXHIBIT D-2

D-2(1)
EXHIBITE-2

PRIOR AMENDMENTS TO AGREEMENT

1. Amendment No. 1 to Agreement, executed on July 1, 2026, exercises Option Year 1 of the Agreement, extending the term to June 30, 2027, and updates the Exhibit C, "Schedule of On-Call Compensation" fees and rates applicable to the Agreement.

E-2(1)

ATTACHMENT F
Amendment 8 to On-Call PSA
with Derek J. McGregor, Inc.

AMENDMENT NO. 8 TO AGREEMENT FOR ON-CALL PROFESSIONAL SERVICES

BETWEEN CITY OF LAGUNA NIGUEL AND
DEREK J. MCGREGOR, INC.

FOR MUL TIYEAR PROFESSIONAL SERVICES
THIS AMENDMENT NO. 8 TO AGREEMENT FOR ON-CALL PROFESSIONAL SERVICES ("Amendment No. 8") is made and entered into ______ by and between CITY OF LAGUNA NIGUEL, a California municipal corporation ("City") and Derek J.

McGregor, Inc. dba DMc Engineering, a California Corporation ("Consultant"). City and Consultant may be referred to individually as "Party" or collectively as "Parties."

RECITALS

1. City and Consultant entered into an on-call professional services agreement on July 1, 2023 to provide on-call professional services ("Agreement"). The initial term of the Agreement terminates on June 30, 2026. Amendment No. 1 exercises the first option year extending the term of the Agreement to June 30, 2027.

2. City has requested Civil Engineering services on an as-needed multiyear basis from the Consultant pursuant to the terms of the Agreement.

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

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

5. City and Consultant have entered into amendment(s) to the Agreement as detailed in "Prior Amendments to Agreement" attached hereto as Exhibit E-8.

6. City and Consultant now desire to enter into Amendment No. 8 to the Agreement for the performance by Consultant of the requested services for City.

1. Proiect Term. This Amendment No. 8 shall become effective as of the date stated above and, unless earlier terminated in accordance with Article 7 of the Agreement, shall continue in full force and effect until June 30, 2027. The term of this Amendment No. 8 may be extended administratively (with total cumulative extension no greater than one year), by the City pursuant to Section 9.4 of the Agreement 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.

2. Consultant Proiect Proposal. The Project Proposal from Consultant, for this Amendment No. 8 to the Agreement, shall be incorporated herein by this reference as though fully -1-
set forth herein. The Scope of Services shall include the scope of services or work included in the Project Proposal. In the event of any inconsistency or any conflict between the terms of the Project Proposal, and the Agreement or this Amendment No. 8 , the terms of the Agreement or this Amendment No. 8 , respectively, shall govern. No other terms and conditions from the Project Proposal, other than description of scope of services or work, shall apply to this Amendment No. 8 or the Agreement, unless specifically agreed to by City in writing.

3. Proiect Scope of Services. In compliance with all terms and conditions of the Agreement and this Amendment No. 8 , Consultant shall provide on an as-needed basis those services specified in the "Scope of Services" attached hereto as Exhibit A-8 and incorporated herein by this reference, which may be referred to herein as the "services" or "work" hereunder.

4. Project Special Requirements. Additional terms and conditions of this Amendment No. 8 , if any, which are made a part hereof are set forth in the "Special Requirements" attached hereto as Exhibit B-8 and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit B-8, and any other provisions of this Amendment No. 8 or the Agreement, the provisions of Exhibit B-8 shall govern.

5. Project Compensation and Aggregate Contract Sums. Subject to any limitations set forth in the Agreement and this Amendment No. 8, City agrees to pay Consultant the amounts specified in the "Schedule of Compensation" attached hereto as Exhibit C-8 and incorporated herein by this reference. The total compensation for each of the respective Services Time Periods listed in Exhibit C-8 (including Contingency Sum(s), if any), including reimbursement for actual expenses, shall not exceed each Services Time Period's respective Contract Sum listed in Exhibit C-8, unless additional compensation is approved pursuant to Section 1.5 of the Agreement.

Specific periods of time during the term of this Amendment No. 8 have specific not-to-exceed amounts as detailed in Exhibit C-8. The aggregate of the various Contract Sums shall not exceed Three Hundred Thirty Thousand Dollars ($330,000), which is the total compensation available under this Amendment No. 8 . However, funds available pursuant to the respective Contract Sum for each specific Services Time Period in Exhibit C-8 may not be transferred between the Services Time Periods. The Consultant shall obtain written approval from the City for any use of any Contingency Sum provided for in Exhibit C-8. Compensation may include reimbursement, for actual and necessary expenditures, if both specified in either the Schedule of Compensation (Exhibit C-8 to this Amendment No. 8 ) or the Schedule of On-Call Compensation (Exhibit C to the Agreement), as well as approved by City in advance. The Contract Sum shall include the attendance of Consultant at all project meetings reasonably deemed necessary by City.

Consultant agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services, Consultant shall promptly notify the City Representative of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto.

6. Project Schedule of Performance. Consultant shall commence as-needed services pursuant to this Amendment No. 8 upon receipt of a written notice to proceed pursuant to Exhibit A-8 and shall perform all services within the time period(s) established in the "Schedule of Performance" attached hereto as Exhibit D-8 and incorporated herein by this reference (and as applicable the "Schedule of Performance" attached as Exhibit D to the Agreement). -2-

7. Prior Amendments to Agreement. Prior amendments to the Agreement, if any, are itemized in "Prior Amendments to Agreement," attached hereto as Exhibit E-8 and incorporated herein by this reference.

8. Consultant Representative for Project. The Consultant Representative for the work or services under this Amendment No. 8 is Derek McGregor, President & Secretary, 949- 753-9393, [email protected], who is authorized to act on Consultant's behalf with respect to the work or services specified herein and to make all decisions in connection therewith. It is expressly understood that the experience, knowledge, capability and reputation of the representative was a substantial inducement for City to enter into this Amendment No. 8 to the Agreement. Therefore, the representative shall be responsible during the term of this Amendment No. 8 for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. For purposes of this Amendment No. 8 , the representative may not be replaced nor may their responsibilities be substantially reduced by Consultant without the express written approval of City.

9. Continuing Effect of the Agreement. Except as amended by this Amendment No. 8, all provisions of the Agreement shall remain unchanged and in full force and effect. From and after the date of this Amendment No. 8 , whenever the term "Agreement" appears in the Agreement, it shall mean the Agreement, as amended by this Amendment No. 8.

12. Authority. The persons executing this Amendment No. 8 on behalf of the Parties hereto warrant that (i) such Party is duly organized and1existing, (ii) they are duly authorized to execute and deliver this Amendment No. 8 on behalf of said Party, (iii) by so executing this Amendment No. 8 , such Party is formally bound to the provisions of this Amendment No. 8 , and (iv) entering into this Amendment No. 8 does not violate any provision of any other agreement to which said Party is bound.
[SIGNATURES ON FOLLOWING PAGE]
-3-
IN WITNESS WHEREOF, the Parties hereto have executed this Amendment No. 8 on the date and year first-above written.

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
CITY:

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

Derek J. McGregor, Inc. dba DMc Engineering, a
California Corporation
By:--------------- Name:

Title:

By: _ _____________ _
Name:

Title:

Address:
- -----------
Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: I) Chairperson of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. (Cal. Corp. Code§ 313.) APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE

BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULA TIO NS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY.
-4-
EXHIBIT A-8

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.

D. The task(s) shall be performed at a cost not exceeding the Task Budget.

E. Consultant shall complete the task(s) and deliver all deliverables to City by the Task Completion Date and in accordance with the Task Completion Schedule.

A-8(1)
IV._Consultant acknowledges that City has no obligation to request work from Consultant under this Amendment No. 8 or the Agreement. City may establish a rotation schedule with multiple consultants, and may seek competing Task Proposals.

A-8(2)
EXHIBIT B-8

SPECIAL REQUIREMENTS
(Superseding Amendment Template)

NOT APPLICABLE
B-8(1)
I.

II.

III.

IV.

VI.

1. 1.

VII.

VIII.

IX.

EXHIBIT C-8

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

The total compensation for the services provided pursuant to this Amendment No. 8 shall not exceed the total of the Aggregate Contract Sums, as provided in Section 5 of this Amendment No. 8, and such Contract Sums are defined below for each of the Services Time Periods.

The total compensation for g_ach Services Time Period is listed below. Funds available for each specific Services Time Period may not be transferred between the Services Time Periods listed below.

Time Period- July 1, 2026 to June 30, 2027
Specific Sum - One Hundred Fifty Thousand Dollars ($150,000) Contingency Sum- Fifteen Thousand Dollars ($15,000)
Contract Sum - One Hundred Sixty-Five Thousand Dollars ($165,000) Time Period-July 1, 2027 to June 30, 2028 (Option Year 1) Specific Sum- One Hundred Fifty Thousand Dollars ($150,000) Contingency Sum- Fifteen Thousand Dollars ($15,000)
Contract Sum - One Hundred Sixty-Five Thousand Dollars ($165,000) Consultant will be compensated for services provided pursuant to this Amendment No. 8 pursuant to the fees and rates in Exhibit C of the Agreement and in accordance with description in the Project Proposal.

C-8(1)
EXHIBITD-8

D-8(1)
EXHIBIT E-8

PRIOR AMENDMENTS TO AGREEMENT

1. Amendment No. 1 to Agreement, executed on July 1, 2023, provides AsNeeded Multiyear Project and Program Management services from Consultant to City for a not-to-exceed Aggregate Contract Sum of$165,000.

2. Amendment No. 2 to Agreement, executed on July 1, 2023, provides As-NeededMultiyear Construction Management and Inspection services from Consultant to City for a not-toexceed Aggregate Contract Sum of $165,000.

3. Amendment No. 3 to Agreement, executed on December 20, 2023, provides Construction Management and Inspection services for the Moulton Niguel Water District encroachment permit to install new waterlines on Crown Valley Parkway from Consultant to City for a not-to-exceed Contract Sum of $49,999.

4. Amendment No. 4 to Agreement, executed on January 8, 2024, provides Construction Management and Inspection services for the Aliso Creek Road Slurry Seal and Traffic Signal Detection Upgrade Project from Consultant to City for a not-to-exceed Contract Sum of $16,335.

5. Amendment No. 5 to Agreement, executed on March 27, 2026, provides Engineering design services for the Paseo De Colinas Pavement Improvement Project from Consultant to City for a not-to-exceed Contract Sum of $49,400.

6. Amendment No. 6 to Agreement, executed on July 1, 2026, exercises Option Year 1 of the Agreement, extending the term to June 30, 2027.

7. Amendment No. 7 to Agreement modified Amendment No. 1, executed on July 1, 2026, exercises Option Year 1 for as-needed Private Development Plan Checking services from Consultant to City.

E-8(1)

ATTACHMENT G
Master Agreement and Amendment 1 to On-Call PSA
with OKS Associates

AGREEMENT FOR ON-CALL PROFESSIONAL SERVICES

BETWEEN CITY OF LAGUNA NIGUEL AND

DKS ASSOCIATES
THIS AGREEMENT FOR ON-CALL PROFESSIONAL SERVICES ("Agreement") is made and entered into _ ____ by and between CITY OF LAGUNA NIGUEL, a California municipal corporation ("City") and DKS Associates, a California Corporation ("Consultant").

City and Consultant may be referred to individually as "Party" or collectively as "Parties."

RECITALS
A. The City desires to contract with selected professional consultants to provide oncall professional services to support the Public Works Department.

B. The City circulated a Request for Proposals for on-call professional services on March 20, 2026 for the following categories: 1) Civil, Traffic & Structural Engineering; Architecture; and Landscape Architecture Design; 3) Project and Program Management; 5) Construction Management and Inspection Services.

C. Consultant submitted a proposal to City to provide the on-call professional services dated April 20, 2026.

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

ARTICLE 1. SERVICES OF CONSULTANT

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

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

1.5 Additional Services and Compensation. Consultant hereby acknowledges that it accepts the risk that the services to be provided on an on-call basis pursuant to the Scope of OnCall Services, in consideration for the fees and rates provided for in the Schedule of On-Call Compensation referenced in Section 2.1 below, may be more costly or time consuming than Consultant anticipates and that Consultant shall not be entitled to additional compensation therefor.

City may in its sole and absolute discretion have similar work done by other consultants. -2-

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

1.8 Prevailing Wages. If services include any "public work" or "maintenance work," as those terms are defined in California Labor Code section 1720 et seq. and California Code of Regulations, Title 8, section 16000 et seq., and if the total compensation is $1,000 or more, Consultant shall pay prevailing wages for such work and comply with the requirements in California Labor' Code section 1770 et seq. and 1810 et seq., and all other applicable laws. To the maximum extent permitted by law, Consultant's obligations in Section 5.3 (Indemnification) expressly apply to acts or omissi_ons 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.

ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT

2.1 Compensation for Services. Compensation for each project performed hereunder shall be determined by a Specific Services Amendment specifying a not-to-exceed contract sum for the specific project. Fees and rates to be charged by Consultant for services provided for in all Specific Services Amendments are specified in the "Schedule of On-Call Compensation," attached hereto as Exhibit C and incorporated herein by this reference, and such fees and rates are not subject to increase during the initial term of the Agreement. After the initial term of the Agreement, fees and rates may only be increased both pursuant to Section 9.4 as well as subsequent to negotiation between the Parties on a reasonable increase. The maximum of such increase shall be no greater than the CPI increase (Orange County area) for the applicable period of time. City has no obligation or duty to provide any such increase. Compensation may include reimbursement, for actual and necessary expenditures, if both specified in either the Schedule of On-Call Compensation or the applicable Specific Services Amendment, as well as approved by City in advance. The not-to-exceed contract sum specified in any Specific Services Amendment shall include the attendance of Consultant at all project meetings reasonably deemed necessary by City.

ARTICLE 3. PERFORMANCE SCHEDULE

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

3.2 Term. Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until June 30, 2028.

ARTICLE 4. COORDINATION OF WORK

4.1 ConsuJtant Representative. The Consultant Representative is Brian Chandler, Project Manager, 657-284-2633, [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.

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 -5-
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.

ARTICLE 5. INSURANCE AND INDEMNIFICATION

5.1 Insurance Coverages. Prior to commencement of any services under this Agreement, and without limiting Consultant's indemnification obligation to City, Consultant shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, for the duration of the Agreement, primary policies of insurance of the type and amounts below, issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders' Rating of A- ( or higher) and Financial Size Category Class VII ( or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by City, which shall cover all elected and appointed officers, employees, agents, designated volunteers, attorneys, successors and assigns of City. City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to Consultant, City and Consultant may renegotiate Consultant's compensation. (a) Commercial General Liability Insurance. A policy of commercial general liability insurance, with coverage at least as broad as Insurance Services Office ("ISO") form CG 00 01, written on a per occurrence basis for bodily injury, personal injury and property damage. Defense costs must be paid in addition to limits. Coverage for an additional insured shall not be limited to its vicarious liability. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO "insured contract" language will not be accepted. Limits shall be no less than $1,000,000 per occurrence for all covered losses and no less than $2,000,000 general aggregate.
(b) Worker's Compensation Insurance. A policy of worker's compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for Consultant against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by Consultant in the course of carrying out the work or services contemplated in this Agreement.
(c) Automobile Liability. A policy of comprehensive automobile liability 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 -6-
any automobile.
(d) Professional Liability. Professional liability insurance appropriate to Consultant's profession. This coverage may be written on a "claims made" basis and must include coverage for contractual liability. Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement. The professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon, arising out of, or related to services performed under this Agreement. The insurance must be maintained for at least five (5) consecutive years following the completion of Consultant's services or the termination of this Agreement. During this additional 5-year period, Consultant shall annually and upon request of City submit written evidence of this continuous coverage. Limits shall be no less than $1,000,000 per claim and no less than $1,000,000 general aggregate. (e) Cyber Liability. Cyber liability insurance appropriate to Consultant's profession and the services hereunder, written on a per occurrence basis, with limits not less than $1,000,000 per occurrence/loss, and $2,000,000 in the aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations undertaken by Consultant pursuant to this Agreement and shall include, but not be limited to, claims involving: infringement of intellectual property; copyright; trademark; invasion of privacy violations; data breach; electronic information theft, loss, damage, destruction, alteration or misuse; release of private information; extortion; and, network security. The policy shall provide coverage for breach response costs, regulatory fines and penalties, and credit monitoring expenses, with limits sufficient to respond to these obligations.
(t) 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 -7-
warranties shall not affect coverage provided to City. In the event any insurance policy required under this Agreement is cancelled or amended (and the insurance policy is not replaced pursuant to subsection (b) below), or does not comply with Article 5, then: 1) City has the right but not the duty to obtain insurance required herein and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments; or, 2) City, notwithstanding any other provisions of this Agreement, may immediately terminate this Agreement. Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant's performance under this Agreement, and that involve or may involve coverage under any of the required insurance policies. (b) Cancellation/Amendment. All of herein required policies of insurance shall provide the insurance may not be amended or cancelled by insurer or any Party hereto without providing thirty (30) calendar days prior written notice (with exception of ten (10) calendar days prior written notice for nonpayment of premium) to City. In the event any of said policies of insurance are amended or cancelled, Consultant shall, five (5) business days prior to the cancellation date, submit new evidence of insurance, or reinstatement of policy, in conformance with this Agreement to City.
(c) Additional Insureds. The commercial general liability policy provided for in Section 5. l(a) and the automobile liability policy provided for in Section 5. l(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 -8-
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 selfinsured 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 "lndemnitee" 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, "lndemnitors") in connection with the performance of Consultant's Services, or arising from lndemnitors' 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 lndemnitees 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.

Such offset, if any, does not satisfy any amount, greater than the offset, due to City from Consultant.
(c)
(d) 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

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

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

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

7.5. In event of termination, or suspension, without cause pursuant to this Section, there is no need to provide opportunity to cure pursuant to Section 7.3.

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

7.4 Termination for Default of Consultant. If termination is due to the failure of Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7 .3, take over the work and prosecute the same to completion by contract or otherwise, and Consultant shall be liable to the extent that the total cost for completion of the -12-
services required hereunder exceeds the compensation herein stipulated (provided that City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to Consultant for the purpose of set-off or partial payment of the amounts owed City therefor. 7 .5 Retention of Funds. Consultant hereby authorizes City to deduct from any amount payable to Consultant (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by reason of Consultant's acts or omissions in performing or failing to perform Consultant's obligation under this Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of Consultant to insure, indemnify, and protect City as elsewhere provided herein. 7 .6 Waiver. Waiver by any Party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any Party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision or a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by a non-defaulting Party on any default shall impair such right or remedy or be construed as a waiver. Any waiver by either Party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform Consultant of non-compliance with any requirement of this Agreement imposes no additional obligations on City nor does it waive any rights hereunder. Payment to Consultant for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Consultant.

7.7 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the Parties are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party.
7 .8 Legal Action. In addition to any other rights or remedies, either Party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement.

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

ARTICLE 8. INDIVIDUAL LIABILITY, CONFLICTS AND NON-DISCRIMINATION

8.3 Covenant Against D~crimination. 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 -14-
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.

9.3 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.

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

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
CITY:

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

DKS Associates, a California Corporation
By: - ----- --- ---- -- Name:

Title:

By: _ _ _____ ___ _ _
Name:

Title:

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

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

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

EXHIBIT A

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

A(l)

EXHIBIT B

SPECIAL REQUIREMENTS
(Superseding Agreement Template)

NOT APPLICABLE
B(l)

EXHIBITC

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

C(l)

EXHIBITD

D(l)
AMENDMENT NO. 1 TO AGREEMENT FOR ON-CALL PROFESSIONAL SERVICES

BETWEEN CITY OF LAGUNA NIGUEL AND

DKS ASSOCIATES

FOR MULTIYEAR PROFESSIONAL SERVICES
THIS AMENDMENT NO. 1 TO AGREEMENT FOR ON-CALL PROFESSIONAL SERVICES ("Amendment No. 1") is made and entered into ______ by and between CITY OF LAGUNA NIGUEL, a California municipal corporation ("City") and DKS Associates, a California Corporation ("Consultant"). City and Consultant may be referred to individually as "Party" or collectively as "Parties."

RECITALS

2. City has requested Civil Engineering services on an as-needed multiyear basis from the Consultant pursuant to the terms of the Agreement.

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

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

5. City and Consultant have entered into amendment(s) to the Agreement as detailed in "Prior Amendments to Agreement" attached hereto as Exhibit E-1 .

6. City and Consultant now desire to enter into Amendment No. 1 to the Agreement for the performance by Consultant of the requested services for City.

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

4. Project Special Requirements. Additional terms and conditions of this Amendment No. I, if any, which are made a part hereof are set forth in the "Special Requirements" attached hereto as Exhibit B-1 and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit B-1, and any other provisions of this Amendment No. I or the Agreement, the provisions of Exhibit B-1 shall govern.

5. Project Compensation and Aggregate Contract Sums. Subject to any limitations set forth in the Agreement and this Amendment No. 1, City agrees to pay Consultant the amounts specified in the "Schedule of Compensation" attached hereto as Exhibit C-1 and incorporated herein by this reference. The total compensation for each of the respective Services Time Periods listed in Exhibit C-1 (including Contingency Sum(s), if any), including reimbursement for actual expenses, shall not exceed each Services Time Period's respective Contract Sum listed in Exhibit C-1, unless additional compensation is approved pursuant to Section 1.5 of the Agreement.

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.

8. Consultant Representative for Project. The Consultant Representative for the work or services under this Amendment No. 1 is Brian Chandler, Project Manager, 657-284-2633, brian.chandler@dksassociate .com, who is authorized to act on Consultant's behalf with respect to the work or services specified herein and to make all decisions in connection therewith. It is expressly understood that the experience, knowledge, capability and reputation of the representative was a substantial inducement for City to enter into this Amendment No. 1 to the Agreement. Therefore, the representative shall be responsible during the term of this Amendment No. 1 for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. For purposes of this Amendment No. 1, the representative may not be replaced nor may their responsibilities be substantially reduced by Consultant without the express written approval of City.

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
CITY:

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

DKS Associates, a California Corporation
By: ___ ____ ___ _ _
Name:

Title:

By: _ ____ ____ ____ _ _
Name:

Title:

Address:
---------- --
Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: 1) Chairperson of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. (Cal. Corp. Code§ 313.) APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE

BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULT ANT'S BUSINESS ENTITY.
-4-
EXHIBIT A-1

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.

D. The task(s) shall be performed at a cost not exceeding the Task Budget.

E. Consultant shall complete the task(s) and deliver all deliverables to City by the Task Completion Date and in accordance with the Task Completion Schedule.

A-1(2)
EXHIBIT B-1

SPECIAL REQUIREMENTS
(Superseding Amendment Template)

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

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

III. The total compensation for each Services Time Period is listed below. Funds available for each specific Services Time Period may not be transferred between the Services Time Periods listed below.

1. Time Period- July 1, 2026 to June 30, 2027
IV. Specific Sum-One Hundred Thousand Dollars ($100,000) V. Contingency Sum-Ten Thousand Dollars ($10,000)
VI. Contract Sum- One Hundred Ten Thousand Dollars ($110,000)

1. Time Period - July 1, 2027 to June 30, 2028
VII. Specific Sum - One Hundred Thousand Dollars ($100,000) VIII. Contingency Sum-Ten Thousand Dollars ($10,000)
IX. Contract Sum - One Hundred Ten Thousand Dollars ($110,000) X. Consultant will be compensated for services provided pursuant to this Amendment No. 1 pursuant to the fees and rates in Exhibit C of the Agreement and in accordance with description in the Project Proposal.

C-1(1)
EXHIBITD-1

D-1(1)
EXHIBIT E-1

PRIOR AMENDMENTS TO AGREEMENT
NONE
E-1(1)

ATTACHMENT H
Master Agreement and Amendments 1 and 2 to On-Call PSA
with GHD, Inc.

AGREEMENT FOR ON-CALL PROFESSIONAL SERVICES

BETWEEN CITY OF LAGUNA NIGUEL AND
GHD,INC.

THIS AGREEMENT FOR ON-CALL PROFESSIONAL SERVICES ("Agreement") is made and entered into ___ _ _ by and between CITY OF LAGUNA NIGUEL, a California municipal corporation ("City") and GHD, Inc., a California Corporation ("Consultant"). City and Consultant may be referred to individually as "Party" or collectively as "Parties."

RECITALS
A. The City desires to contract with selected professional consultants to provide oncall professional services to support the Public Works Department.

B. The City circulated a Request for Proposals for on-call professional services on March 20, 2026 for the following categories: 1) Civil, Traffic & Structural Engineering; Architecture; and Landscape Architecture Design; 3) Project and Program Management; 5) Construction Management and Inspection Services.

C. Consultant submitted a proposal to City to provide the on-call professional services dated April 20, 2026.

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

ARTICLE 1. SERVICES OF CONSUL TANT

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

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

1.5 Additional Services and Compensation. Consultant hereby acknowledges that it accepts the risk that the services to be provided on an on-call basis pursuant to the Scope of OnCall Services, in consideration for the fees and rates provided for in the Schedule of On-Call Compensation referenced in Section 2.1 below, may be more costly or time consuming than Consultant anticipates and that Consultant shall not be entitled to additional compensation therefor.

City may in its sole and absolute discretion have similar work done by other consultants. -2-

1.8 Prevailing Wages. If services include any "public work" or "maintenance work," as those terms are defined in California Labor Code section 1 720 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.

ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT

2.1 Compensation for Services. Compensation for each project performed hereunder shall be determined by a Specific Services Amendment specifying a not-to-exceed contract sum for the specific project. Fees and rates to be charged by Consultant for services provided for in all Specific Services Amendments are specified in the "Schedule of On-Call Compensation," attached hereto as Exhibit C and incorporated herein by this reference, and such fees and rates are not subject to increase during the initial term of the Agreement. After the initial term of the Agreement, fees and rates may only be increased both pursuant to Section 9.4 as well as subsequent to negotiation between the Parties on a reasonable increase. The maximum of such increase shall be no greater than the CPI increase (Orange County area) for the applicable period of time. City has no obligation or duty to provide any such increase. Compensation may include reimbursement, for actual and necessary expenditures, if both specified in either the Schedule of On-Call Compensation or the applicable Specific Services Amendment, as well as approved by City in advance. The not-to-exceed contract sum specified in any Specific Services Amendment shall include the attendance of Consultant at all project meetings reasonably deemed necessary by City.

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 expenses claimed, with supporting documentation; and 4) line items for all approved subcontractor labor, supplies, equipment, materials, and travel properly charged to the services.

ARTICLE 3. PERFORMANCE SCHEDULE

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

3.2 Term. Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until June 30, 2028.

3.4 Force Maieore. The time period(s) specified in the Schedule of Performance and the Specific Services Amendment for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of Consultant, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including City, (with the express exception of delays arising from the impact of COVID19 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 -4-
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 Brittany Zambrano, Project Manager, 858-244-6967. [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.

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 -5-
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.

ARTICLE 5. INSURANCE AND INDEMNIFICATION

5.1 Insurance Coverages. Prior to commencement of any services under this Agreement, and without limiting Consultant's indemnification obligation to City, Consultant shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, for the duration of the Agreement, primary policies of insurance of the type and amounts below, issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders' Rating of A- ( or higher) and Financial Size Category Class VII ( or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by City, which shall cover all elected and appointed officers, employees, agents, designated volunteers, attorneys, successors and assigns of City. City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to Consultant, City and Consultant may renegotiate Consultant's compensation. (a) Commercial General Liability Insurance. A policy of commercial general liability insurance, with coverage at least as broad as Insurance Services Office ("ISO") form CG 00 01, written on a per occurrence basis for bodily injury, personal injury and property damage. Defense costs must be paid in addition to limits. Coverage for an additional insured shall not be limited to its vicarious liability. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO "insured contract" language will not be accepted. Limits shall be no less than $1,000,000 per occurrence for all covered losses and no less than $2,000,000 general aggregate.
(b) Worker's Compensation Insurance. A policy of worker's compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for Consultant against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by Consultant in the course of carrying out the work or services contemplated in this Agreement.
(c) Automobile Liability. A policy of comprehensive automobile liability 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 -6-
any automobile.
(d) Professional Liability. Professional liability insurance appropriate to Consultant's profession. This coverage may be written on a "claims made" basis and must include coverage for contractual liability. Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement. The professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon, arising out of, or related to services performed under this Agreement. The insurance must be maintained for at least five (5) consecutive years following the completion of Consultant's services or the termination of this Agreement. During this additional 5-year period, Consultant shall annually and upon request of City submit written evidence of this continuous coverage. Limits shall be no less than $1,000,000 per claim and no less than $1,000,000 general aggregate. (e) Cyber Liability. Cyber liability insurance appropriate to Consultant's profession and the services hereunder, written on a per occurrence basis, with limits not less than $1,000,000 per occurrence/loss, and $2,000,000 in the aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations undertaken by Consultant pursuant to this Agreement and shall include, but not be limited to, claims involving: infringement of intellectual property; copyright; trademark; invasion of privacy violations; data breach; electronic information theft, loss, damage, destruction, alteration or misuse; release of private information; extortion; and, network security. The policy shall provide coverage for breach response costs, regulatory fines and penalties, and credit monitoring expenses, with limits sufficient to respond to these obligations.
(f) Excess Liabilitv 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 lnsurance 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 -7-
warranties shall not affect coverage provided to City. In the event any insurance policy required under this Agreement is cancelled or amended ( and the insurance policy is not replaced pursuant to subsection (b) below), or does not comply with Article 5, then: 1) City has the right but not the duty to obtain insurance required herein and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments; or, 2) City, notwithstanding any other provisions of this Agreement, may immediately terminate this Agreement. Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant's performance under this Agreement, and that involve or may involve coverage under any of the required insurance policies. (b) Cancellation/ Amendment. All of herein required policies of insurance shall provide the insurance may not be amended or cancelled by insurer or any Party hereto without providing thirty (30) calendar days prior written notice (with exception of ten (10) calendar days prior written notice for nonpayment of premium) to City. In the event any of said policies of insurance are amended or cancelled, Consultant shall, five (5) business days prior to the cancellation date, submit new evidence of insurance, or reinstatement of policy, in conformance with this Agreement to City.
(c) Additional Insureds. The commercial general liability policy provided for in Section 5.l(a) and the automobile liability policy provided for in Section 5. l(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) Primarv, 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 -8-
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 selfinsured 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, "lndemnitees") 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, "lndemnitors") 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 oflitigation. 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.

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 -11-
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 On-Call Compensation and/or a relevant Specific Services Amendment, or such as may be approved by City, except as provided in Section

7.5. In event of termination, or suspension, without cause pursuant to this Section, there is no need to provide opportunity to cure pursuant to Section 7 .3.

7.3 Default of Consultant and Opportunitv to Cure. In the event that Consultant is in default under the terms of this Agreement (including without limitation the terms of any Specific Services Amendment), City shall not have any obligation or duty to continue compensating Consultant for any work performed after the date of default. Instead, City may give notice to Consultant of the default and the reasons for the default. The notice shall include the timeframe in which Consultant may cure the default. This timeframe is presumptively ten ( 10) days, but may be extended, or reduced, if circumstances warrant, as determined by City. During the period of time that Consultant is in default, City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices, without liability for interest. In the alternative, City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Consultant does not cure the default by conclusion of noticed timeframe, City may immediately both terminate this Agreement and/or Specific Services Arnendment(s) 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.

7.5 Retention of Funds. Consultant hereby authorizes City to deduct from any amount payable to Consultant (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by reason of Consultant's acts or omissions in performing or failing to perform Consultant's obligation under this Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of Consultant to insure, indemnify, and protect City as elsewhere provided herein. 7 .6 Waiver. Waiver by any Party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any Party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision or a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by a non-defaulting Party on any default shall impair such right or remedy or be construed as a waiver. Any waiver by either Party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform Consultant of non-compliance with any requirement of this Agreement imposes no additional obligations on City nor does it waive any rights hereunder. Payment to Consultant for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Consultant.

7. 7 Rights and Remedies are Cumu.lative. 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.

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

ARTICLE 8. INDIVIDUAL LIABILITY, CONFLICTS AND NON-DISCRIMINATION

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 -14-
communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section.

9.3 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.

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 PAGE]
-15-
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date and year first-above written.

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
CITY:

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

GHD, Inc., a California Corporation
By: ___________ _
Name:

Title:

By: __________ _ ___ _
Name:

Title:

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

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

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

EXHIBIT A

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

A(l)

EXHIBIT B

SPECIAL REQUIREMENTS
(Superseding Agreement Template)

NOT APPLICABLE
B(l)

EXHIBITC

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

C(l)

EXHIBITD

D(l)
AMENDMENT NO. 1 TO AGREEMENT FOR ON-CALL PROFESSIONAL SERVICES

BETWEEN CITY OF LAGUNA NIGUEL AND
GHD, INC.

FOR MULTIYEAR PROFESSIONAL SERVICES
THIS AMENDMENT NO. 1 TO AGREEMENT FOR ON-CALL PROFESSIONAL SERVICES ("Amendment No.1") is made and entered into ______ by and between CITY OF LAGUNA NIGUEL, a California municipal corporation ("City") and GHD, Inc., a California Corporation ("Consultant"). City and Consultant may be referred to individually as "Party" or collectively as "Parties."

RECITALS

2. City has requested Civil Engineering services on an as-needed multiyear basis from the Consultant pursuant to the terms of the Agreement.

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

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

5. City and Consultant have entered into amendment(s) to the Agreement as detailed in "Prior Amendments to Agreement" attached hereto as Exhibit E-1.

6. City and Consultant now desire to enter into Amendment No. 1 to the Agreement for the performance by Consultant of the requested services for City.

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

3. Proiect Scope of Services. In compliance with all terms and conditions of the Agreement and this Amendment No. 1, Consultant shall provide on an as-needed basis those services specified in the "Scope of Services" attached hereto as Exhibit A-1 and incorporated herein by this reference, which may be referred to herein as the "services" or "work" hereunder.

4. Project Special Reguirements. Additional terms and conditions of this Amendment No. 1, if any, which are made a part hereof are set forth in the "Special Requirements" attached hereto as Exhibit B-1 and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit B-1, and any other provisions of this Amendment No. I or the Agreement, the provisions of Exhibit B-1 shall govern.

5. Proiect Compensation and Aggregate Contract Sums. Subject to any limitations set forth in the Agreement and this Amendment No. 1, City agrees to pay Consultant the amounts specified in the "Schedule of Compensation" attached hereto as Exhibit C-1 and incorporated herein by this reference. The total compensation for each of the respective Services Time Periods listed in Exhibit C-1 (including Contingency Sum(s), if any), including reimbursement for actual expenses, shall not exceed each Services Time Period's respective Contract Sum listed in Exhibit C-1, unless additional compensation is approved pursuant to Section 1.5 of the Agreement.

Specific periods of time during the term of this Amendment No. I have specific not-to-exceed amounts as detailed in Exhibit C-1. The aggregate of the various Contract Sums shall not exceed Two Hundred Twenty Thousand Dollars ($220,000), which is the total compensation available under this Amendment No. 1. However, funds available pursuant to the respective Contract Sum for each specific Services Time Period in Exhibit C-1 may not be transferred between the Services Time Periods. The Consultant shall obtain written approval from the City for any use of any Contingency Sum provided for in Exhibit C-1. Compensation may include reimbursement, for actual and necessary expenditures, if both specified in either the Schedule of Compensation (Exhibit C-1 to this Amendment No. 1) or the Schedule of On-Call Compensation (Exhibit C to the Agreement), as well as approved by City in advance. The Contract Sum shall include the attendance of Consultant at all project meetings reasonably deemed necessary by City.

Consultant agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services, Consultant shall promptly notify the City Representative of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto.

8. Consultant Representative for Proiect. The Consultant Representative for the work or services under this Amendment No. 1 is Brittany Zambrano, Project Manager, 858-244- 6967, [email protected], who is authorized to act on Consultant's behalf with respect to the work or services specified herein and to make all decisions in connection therewith. It is expressly understood that the experience, knowledge, capability and reputation of the representative was a substantial inducement for City to enter into this Amendment No. 1 to the Agreement. Therefore, the representative shall be responsible during the term of this Amendment No. 1 for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. For purposes of this Amendment No. 1, the representative may not be replaced nor may their responsibilities be substantially reduced by Consultant without the express written approval of City.

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
CITY:

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

GHD, Inc., a California Corporation
By:--------------- Name:

Title:

By: ___________ _ __ _
Name:

Title:

Address: - - ----------
Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: 1) Chairperson of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. (Cal. Corp. Code§ 313.) APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE

BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULA TIO NS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY.
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EXHIBIT A-1

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.

D. The task(s) shall be performed at a cost not exceeding the Task Budget.

E. Consultant shall complete the task(s) and deliver all deliverables to City by the Task Completion Date and in accordance with the Task Completion Schedule.

A-1(1)
IV._Consultant acknowledges that City has no obligation to request work from Consultant under this Amendment No. 1 or the Agreement. City may establish a rotation schedule with multiple consultants, and may seek competing Task Proposals.

A-1(2)
EXHIBIT B-1

SPECIAL REQUIREMENTS
(Superseding Amendment Template)

NOT APPLICABLE
B-1(1)
I.

II.

III.

IV.

VI.

1. 1.

VII.

VIII.

IX.

EXHIBIT C-1

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

The total compensation for the services provided pursuant to this Amendment No. 1 shall not exceed the total of the Aggregate Contract Sums, as provided in Section 5 of this Amendment No. 1, and such Contract Sums are defined below for each of the Services Time Periods.

The total compensation for each Services Time Period is listed below. Funds available for each specific Services Time Period may not be transferred between the Services Time Periods listed below.

Time Period-July 1, 2026 to June 30, 2027
Specific Sum - One Hundred Thousand Dollars ($100,000)
Contingency Sum-Ten Thousand Dollars ($10,000)
Contract Sum-One Hundred Ten Thousand Dollars ($110,000) Time Period - July 1, 2027 to June 30, 2028
Specific Sum- One Hundred Thousand Dollars ($100,000)
Contingency Sum-Ten Thousand Dollars ($10,000)
Contract Sum - One Hundred Ten Thousand Dollars ($110,000) Consultant will be compensated for services provided pursuant to this Amendment No. 1 pursuant to the fees and rates in Exhibit C of the Agreement and in accordance with description in the Project Proposal.

C-1(1)
EXHIBITD-1

D-1(1)
EXHIBIT E-1

PRIOR AMENDMENTS TO AGREEMENT
NONE
E-1(1)
AMENDMENT NO. 2 TO AGREEMENT FOR ON-CALL PROFESSIONAL SERVICES

BETWEEN CITY OF LAGUNA NIGUEL AND
GHD, INC.

FOR MUL TIYEAR PROFESSIONAL SERVICES
THIS AMENDMENT NO. 2 TO AGREEMENT FOR ON-CALL PROFESSIONAL SERVICES ("Amendment No. 2") is made and entered into _____ by and between CITY OF LAGUNA NIGUEL, a California municipal corporation ("City") and GHD, Inc., a California Corporation ("Consultant"). City and Consultant may be referred to individually as "Party" or collectively as "Parties."

RECITALS

2. City has requested Project and Program Management services on an as-needed multiyear basis from the Consultant pursuant to the terms of the Agreement.

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

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

5. City and Consultant have entered into amendment(s) to the Agreement as detailed in "Prior Amendments to Agreement" attached hereto as Exhibit E-2.

6. City and Consultant now desire to enter into Amendment No. 2 to the Agreement for the performance by Consultant of the requested services for City.

1. Proiect Term. This Amendment shall become effective as of the date stated above and, unless earlier terminated in accordance with Article 7 of the Agreement, shall continue in full force and effect until June 30, 2028.

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

4. Project Special Requirements. Additional terms and conditions of this Amendment No. 2, if any, which are made a part hereof are set forth in the "Special Requirements" attached hereto as Exhibit B-2 and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit B-2, and any other provisions of this Amendment No. 2 or the Agreement, the provisions of Exhibit B-2 shall govern.

5. Proiect Compensation and Aggregate Contract Sums. Subject to any limitations set forth in the Agreement and this Amendment No. 2, City agrees to pay Consultant the amounts specified in the "Schedule of Compensation" attached hereto as Exhibit C-2 and incorporated herein by this reference. The total compensation for each of the respective Services Time Periods listed in Exhibit C-2 (including Contingency Sum(s), if any), including reimbursement for actual expenses, shall not exceed each Services Time Period's respective Contract Sum listed in Exhibit C-2, unless additional compensation is approved pursuant to Section 1.5 of the Agreement.

Specific periods of time during the term of this Amendment No. 2 have specific not-to-exceed amounts as detailed in Exhibit C-2. The aggregate of the various Contract Sums shall not exceed Two Hundred Twenty Thousand Dollars ($220,000), which is the total compensation available under this Amendment. However, funds available pursuant to the respective Contract Sum for each specific Services Time Period in Exhibit C-2 may not be transferred between the Services Time Periods. The Consultant shall obtain written approval from the City for any use of any Contingency Sum provided for in Exhibit C-2. Compensation may include reimbursement, for actual and necessary expenditures, if both specified in either the Schedule of Compensation (Exhibit C-2 to this Amendment No. 2) or the Schedule of On-Call Compensation (Exhibit C to the Agreement), as well as approved by City in advance. The Contract Sum shall include the attendance of Consultant at all project meetings reasonably deemed necessary by City. Consultant agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services, Consultant shall promptly notify the City Representative of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto.

6. Proiect Schedule of Performance. Consultant shall commence as-needed services pursuant to this Amendment No. 2 upon receipt of a written notice to proceed pursuant to Exhibit A-2 and shall perform all services within the time period(s) established in the "Schedule of Performance" attached hereto as Exhibit D-2 and incorporated herein by this reference (and as applicable the "Schedule of Performance" attached as Exhibit D to the Agreement).

7. Prior Amendments to Agreement. Prior amendments to the Agreement, if any, are itemized in "Prior Amendments to Agreement," attached hereto as Exhibit E-2 and incorporated herein by this reference.
-2-

8. ConsuJtant Representative for Project. The Consultant Representative for the work or services under this Amendment No. 2 is Brittany Zambrano, Project Manager, 858-244- 6967, [email protected], who is authorized to act on Consultant's behalf with respect to the work or services specified herein and to make all decisions in connection therewith. It is expressly understood that the experience, knowledge, capability and reputation of the representative was a substantial inducement for City to enter into this Amendment No. 2 to the Agreement. Therefore, the representative shall be responsible during the term of this Amendment No. 2 for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. For purposes of this Amendment No. 2, the representative may not be replaced nor may their responsibilities be substantially reduced by Consultant without the express written approval of City.

9. Continuing Effect of the Agreement. Except as amended by this Amendment No. 2, and Amendment No. 1, all provisions of the Agreement shall remain unchanged and in full force and effect. From and after the date of this Amendment No. 2, whenever the term "Agreement" appears in the Agreement, it shall mean the Agreement, as amended by this Amendment No. 2.

12. Authority. The persons executing this Amendment No. 2 on behalf of the Parties hereto warrant that (i) such Party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment No. 2 on behalf of said Party, (iii) by so executing this Amendment No. 2, such Party is formally bound to the provisions of this Amendment No. 2, and (iv) entering into this Amendment No. 2 does not violate any provision of any other agreement to which said Party is bound.
[SIGNATURES ON FOLLOWING PAGE]
-3-
IN WITNESS WHEREOF, the Parties hereto have executed this Amendment No. 2 on the date and year first-above written.

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
CITY:

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

GHD, Inc., a California Corporation
By: ______________ _
Name:

Title:

By: ______________ _
Name:

Title:

Address: - -----------
Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: 1) Chairperson of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. (Cal. Corp. Code§ 313.) APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE

BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULA TIO NS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY.
-4-
EXHIBIT A-2

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 as-needed Construction Management and Inspection services described in the Project Proposal. The Consultant has been selected to provide services of a certain nature which will be readily available for a fixed rate when needed. However, before any work is performed, the Consultant must provide a specific written proposal for any requested services and get written approval of the terms of the proposal from the City, as such process is more fully described herein.

Unless specifically defined, each category or type of work listed in the Project Proposal shall be construed broadly to include all services customarily described under such category or type.

D. The task(s) shall be performed at a cost not exceeding the Task Budget.

E. Consultant shall complete the task(s) and deliver all deliverables to City by the Task Completion Date and in accordance with the Task Completion Schedule.

A-2(1)
IV. __ Consultant acknowledges that City has no obligation to request work from Consultant under this Amendment No. 2 or the Agreement. City may establish a rotation schedule with multiple consultants, and may seek competing Task Proposals.

A-2(2)
EXHIBIT B-2

SPECIAL REQUIREMENTS
(Superseding Amendment Template)

NOT APPLICABLE
B-2(1)
EXHIBIT C-2

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

II. The total compensation for the services provided pursuant to this Amendment shall not exceed the total of the Aggregate Contract Sums, as provided in Section 5 of this Amendment No. 2, and such Contract Sums are defined below for each of the Services Time Periods.

1. Time Period- July 1, 2026 to June 30, 2027

2. Specific Sum-One Hundred Thousand Dollars ($100,000)

3. Contingency Sum-Ten Thousand Dollars ($10,000)

4. Contract Sum- One Hundred Ten Thousand Dollars ($110,000)

1. Time Period- July 1, 2027 to June 30, 2028

2. Specific Sum - One Hundred Thousand Dollars ($100,000)

3. Contingency Sum-Ten Thousand Dollars ($10,000)

4. Contract Sum - One Hundred Ten Thousand Dollars ($110,000) IV. Consultant will be compensated for services provided pursuant to this Amendment No. 2 pursuant to the fees and rates in Exhibit C of the Agreement and in accordance with description in the Project Proposal.

C-2(1)
EXHIBITD-2

D-2(1)
EXHIBITE-2

PRIOR AMENDMENTS TO AGREEMENT

1. Amendment No. 1 to Agreement, executed on July 1, 2026, provides Civil Engineering services from Consultant to City for a not-to-exceed Aggregate Contract Sum of $220,000.

E-2(1)

ATTACHMENT I
Amendments 10 - 12 to On-Call PSA
with lnterwest Consulting Group, Inc.

AMENDMENT NO. 10 TO AGREEMENT FOR ON-CALL PROFESSIONAL

SERVICES

BETWEEN CITY OF LAGUNA NIGUEL AND
INTERWEST CONSULTING GROUP, INC.

FOR MULTIYEAR PROFESSIONAL SERVICES
THIS AMENDMENT NO. 10 TO AGREEMENT FOR ON-CALL PROFESSIONAL SERVICES ("Amendment No. 10") is made and entered into _____ by and between CITY OF LAGUNA NIGUEL, a California municipal corporation ("City") and Interwest Consulting Group, Inc., a Colorado Corporation ("Consultant"). City and Consultant may be referred to individually as "Party" or collectively as "Parties."

RECITALS

1. City and Consultant entered into an on-call professional services agreement on July 1, 2023 to provide on-call professional services ("Agreement"). The initial term of the Agreement terminates on June 30, 2026. Amendment 7 exercises the first option year extending the term of the Agreement to June 30, 2027.

2. City entered into Amendment No. 1, as modified by Amendment 5, for Project and Program Management services in support of engineering and Capital Improvement Program projects on an as-needed multiyear basis from the Consultant pursuant to the terms of the Agreement.

3. City now desires additional as-needed Project and Program Management services in support of maintenance projects.

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

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

6. City and Consultant have entered into amendment(s) to the Agreement as detailed in "Prior Amendments to Agreement" attached hereto as Exhibit E-10.

7. City and Consultant now desire to enter into Amendment No. 10 to the Agreement for the performance by Consultant of the requested services for City.

1. Project Term. This Amendment No. 10 shall become effective as of the date stated above and, unless earlier terminated in accordance with Article 7 of the Agreement, shall continue in full force and effect until June 30, 2027. The term of this Amendment -1-
No. 10 may be extended administratively (with total cumulative extension no greater than one year), by the City pursuant to Section 9.4 of the Agreement 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.

2. Project Scope of Services. In compliance with all terms and conditions of the Agreement and this Amendment No. 10, Consultant shall provide on an as-needed basis those services specified in the "Scope of Services" attached hereto as Exhibit A-10 and incorporated herein by this reference, which may be referred to herein as the "services" or "work" hereunder.

3. Project Special Requirements. Additional terms and conditions of this Amendment No. 10, if any, which are made a part hereof are set forth in the "Special Requirements" attached hereto as Exhibit B-10 and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit B-10, and any other provisions of this Amendment No. 10 or the Agreement, the provisions of Exhibit B-10 shall govern.

4. Project Compensation and Aggregate Contract Sums. Subject to any limitations set forth in the Agreement and this Amendment No. 10, City agrees to pay Consultant the amounts specified in the "Schedule of Compensation" attached hereto as Exhibit C-10. The total compensation for each of the respective Services Time Periods listed in Exhibit C-10 (including Contingency Sum(s), if any), including reimbursement for actual expenses, shall not exceed each Services Time Period's respective Contract Sum listed in Exhibit C-10, unless additional compensation is approved pursuant to Section 1.5 of the Agreement. Specific periods of time during the term of this Amendment No. 10 have specific not-to-exceed amounts as detailed in Exhibit C-10. The aggregate of the various Contract Sums shall not exceed Three Hundred Thousand Dollars ($300,000), which is the total compensation available under this Amendment No. 10. However, funds available pursuant to the respective Contract Sum for each specific Services Time Period in Exhibit C-10 may not be transferred between the Services Time Periods. The Consultant shall obtain written approval from the City for any use of any Contingency Sum provided for in Exhibit C-10. Compensation may include reimbursement, for actual and necessary expenditures, if both specified in either the Schedule of Compensation (Exhibit C-10 to this Amendment No. 10) or the Schedule of On-Call Compensation (Exhibit C to the Agreement), as well as approved by City in advance. The Contract Sum shall include the attendance of Consultant at all project meetings reasonably deemed necessary by City. Consultant agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services, Consultant shall promptly notify the City Representative of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto.

5. Project Schedule of Performance. Consultant shall commence asneeded services pursuant to this Amendment No. 10 upon receipt of a written notice to proceed pursuant to Exhibit A-10 and shall perform all services within the time period( s) established in the "Schedule of Performance" attached hereto as Exhibit D-10 and incorporated herein by this reference ( and as applicable the "Schedule of Performance" attached as Exhibit D to the Agreement).
-2-

6. Prior Amendments to Agreement. Prior amendments to the Agreement, if any, are itemized in "Prior Amendments to Agreement," attached hereto as Exhibit E-10 and incorporated herein by this reference.

7. Consultant Representative for Proiect. The Consultant Representative for the work or services under this Amendment No. 10 is Juliette Ryan, Account Manager, 562-723-9969, [email protected] who is authorized to act on Consultant's behalf with respect to the work or services specified herein and to make all decisions in connection therewith. It is expressly understood that the experience, knowledge, capability and reputation of the representative was a substantial inducement for City to enter into this Amendment No. 10 to the Agreement. Therefore, the representative shall be responsible during the term of this Amendment No. 10 for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder.

For purposes of this Amendment No. 10, the representative may not be replaced nor may their responsibilities be substantially reduced by Consultant without the express written approval of City.

8. Continuing Effect of the Agreement. Except as amended by this Amendment No. 10, all provisions of the Agreement shall remain unchanged and in full force and effect. From and after the date of this Amendment No. I 0, whenever the term "Agreement" appears in the Agreement, it shall mean the Agreement, as amended by this Amendment No. 10.

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

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

11. Authority. The persons executing this Amendment No. 10 on behalf of the Parties hereto warrant that (i) such Party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment No. 10 on behalf of said Party, (iii) by so executing this Amendment No. 10, such Party is formally bound to the provisions of this Amendment No. 10, and (iv) entering into this Amendment No. 10 does not violate any provision of any other agreement to which said Party is bound.
[SIGNATURES ON FOLLOWING PAGE]
-3-
IN WITNESS WHEREOF, the Parties hereto have executed this Amendment No. 10 on the date and year first-above written.

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
CITY:

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

Interwest Consulting Group, Inc., a Colorado
Corporation
By: _ __________ _
Name:

Title:

By: ______________ _
Name:

Title:

Address:
------------
Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: 1) Chairperson of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. (Cal. Corp. Code§ 313.) APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE

BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULA TIO NS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY.
-4-
EXHIBIT A-10

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.

D. The task(s) shall be performed at a cost not exceeding the Task Budget.

E. Consultant shall complete the task(s) and deliver all deliverables to City by the Task Completion Date and in accordance with the Task Completion Schedule.

A-10(1)
IV. Consultant acknowledges that City has no obligation to request work from Consultant under this Amendment No. 10 or the Agreement. City may establish a rotation schedule with multiple consultants, and may seek competing Task Proposals.

A-10(2)
EXHIBIT B-10

SPECIAL REQUIREMENTS
(Superseding Amendment Template)

NOT APPLICABLE
B-10(1)
EXHIBIT C-10

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

II. The total compensation for the services provided pursuant to this Amendment No.10 shall not exceed the total of the Aggregate Contract Sums, as provided in Section 5 of this Amendment No. 10, and such Contract Sums are defined below for each of the Services Time Periods.

1. Time Period- July 1, 2026 to June 30, 2027

2. Specific Sum- One Hundred Thirty-Five Thousand Dollars ($135,000)

3. Contingency Sum - Fifteen Thousand Dollars ($15,000)

4. Contract Sum - One Hundred Fifty Thousand Dollars ($150,000)

1. Time Period- July 1, 2027 to June 30, 2028 (Option Year 1)

2. Specific Sum - One Hundred Thirty-Five Thousand Dollars ($135,000)

3. Contingency Sum-Fifteen Thousand Dollars ($15,000)

4. Contract Sum - One Hundred Fifty Thousand Dollars ($150,000) IV. Consultant will be compensated for services provided pursuant to this Amendment No.10 pursuant to the fees and rates in Exhibit C of the Agreement and in accordance with description in the Project Proposal.

C-10(1)
EXHIBIT D-10

D-10(1)
EXHIBIT E-10

PRIOR AMENDMENTS TO AGREEMENT

2. Amendment No. 2 to Agreement, executed on July 1, 2023, provides As-Needed Multiyear Construction Management and Inspection services from Consultant to City for a not-to-exceed Aggregate Contract Sum of $165,000.

5. Amendment No. 5 to Agreement, executed on February 20, 2024, provides As-Needed Multiyear Project and Program Management services from Consultant to City for a notto-exceed Aggregate Contract Sum of$450,000.

6. Amendment No. 6 to Agreement, executed on February 20, 2024, provides As-Needed Multiyear Construction Management and Inspection services from Consultant to City for a not-to-exceed Aggregate Contract Sum of $450,000.

7. Amendment No. 7 to Agreement, executed on July 1, 2026, exercises Option Year 1 of the Agreement, extending the term to June 30, 2027, and updates the Exhibit C, "Schedule of On-Call Compensation" fees and rates applicable to the Agreement.

8. Amendment No. 8 to Agreement, executed on July 1, 2026, exercises Option Year 1 of the as-needed Project and Program Management services in support of engineering and Capital Improvement Program projects, extending the term to June 30, 2027.

9. Amendment No. 9 to Agreement, executed on July 1, 2026, exercises Option Year 1 of the as-needed Construction Management and Inspection services in support of engineering and Capital Improvement Program projects, extending the term to June 30, 2027.

E-10(1)
AMENDMENT NO. 11 TO AGREEMENT FOR ON-CALL PROFESSIONAL

SERVICES

BETWEEN CITY OF LAGUNA NIGUEL AND
INTERWEST CONSULTING GROUP, INC.

FOR MULTIYEAR PROFESSIONAL SERVICES
THIS AMENDMENT NO. 11 TO AGREEMENT FOR ON-CALL PROFESSIONAL SERVICES ("Amendment No. 11") is made and entered into _____ by and between CITY OF LAGUNA NIGUEL, a California municipal corporation ("City") and Interwest Consulting Group, Inc., a Colorado Corporation ("Consultant"). City and Consultant may be referred to individually as "Party" or collectively as "Parties."

RECITALS

1. City and Consultant entered into an on-call professional services agreement on July 1, 2023 to provide on-call professional services ("Agreement"). The initial term of the Agreement terminates on June 30, 2026. Amendment 9 exercises the first option year for Construction Management and Inspection services in support of engineering and Capital Improvement Program projects extending the term of the Agreement to June 30, 2027.

2. City entered into Amendment No. 2, as modified by Amendment 6, for Construction Management and Inspection services in support of engineering and Capital Improvement Program projects on an as-needed multiyear basis from the Consultant pursuant to the terms of the Agreement.

3. City now desires additional as-needed Construction Management and Inspection services in support of maintenance projects.

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

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

6. City and Consultant have entered into amendment(s) to the Agreement as detailed in "Prior Amendments to Agreement" attached hereto as Exhibit E-11.

7. City and Consultant now desire to enter into Amendment No. 11 to the Agreement for the performance by Consultant of the requested services for City.

1. Project Term. This Amendment No. 11 shall become effective as of the date stated above and, unless earlier terminated in accordance with Article 7 of the -1-
Agreement, shall continue in full force and effect until June 30, 2027. The term of this Amendment No. 11 may be extended administratively (with total cumulative extension no greater than one year), by the City pursuant to Section 9.4 of the Agreement 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.

2. Proiect Scope of Services. In compliance with all terms and conditions of the Agreement and this Amendment No. 11, Consultant shall provide on an as-needed basis those services specified in the "Scope of Services" attached hereto as Exhibit A-11 and incorporated herein by this reference, which may be referred to herein as the "services" or "work" hereunder.

3. Proiect Special Requirements. Additional terms and conditions of this Amendment No. 11, if any, which are made a part hereof are set forth in the "Special Requirements" attached hereto as Exhibit B-11 and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit B-11, and any other provisions of this Amendment No. 11 or the Agreement, the provisions of Exhibit B-11 shall govern.

4. Proiect Compensation and Aggregate Contract Sums. Subject to any limitations set forth in the Agreement and this Amendment No. 11, City agrees to pay Consultant the amounts specified in the "Schedule of Compensation" attached hereto as Exhibit C-11. The total compensation for each of the respective Services Time Periods listed in Exhibit C-11 (including Contingency Sum(s), if any), including reimbursement for actual expenses, shall not exceed each Services Time Period's respective Contract Sum listed in Exhibit C-11, unless additional compensation is approved pursuant to Section 1.5 of the Agreement. Specific periods of time during the term of this Amendment No. 11 have specific not-to-exceed amounts as detailed in Exhibit C-11. The aggregate of the various Contract Sums shall not exceed Three Hundred Thousand Dollars ($300,000), which is the total compensation available under this Amendment No. 11. However, funds available pursuant to the respective Contract Sum for each specific Services Time Period in Exhibit C-11 may not be transferred between the Services Time Periods. The Consultant shall obtain written approval from the City for any use of any Contingency Sum provided for in Exhibit C-11. Compensation may include reimbursement, for actual and necessary expenditures, if both specified in either the Schedule of Compensation (Exhibit C-11 to this Amendment No. 11) or the Schedule of On-Call Compensation (Exhibit C to the Agreement), as well as approved by City in advance. The Contract Sum shall include the attendance of Consultant at all project meetings reasonably deemed necessary by City. Consultant agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services, Consultant shall promptly notify the City Representative of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto.

5. Project Schedule of Performance. Consultant shall commence asneeded services pursuant to this Amendment No. 11 upon receipt of a written notice to proceed pursuant to Exhibit A-11 and shall perform all services within the time period( s) established in the "Schedule of Performance" attached hereto as Exhibit D-11 and incorporated herein by this reference ( and as applicable the "Schedule of Performance" attached as Exhibit D to the Agreement).
-2-

6. Prior Amendments to Agreement. Prior amendments to the Agreement, if any, are itemized in "Prior Amendments to Agreement," attached hereto as Exhibit E-11 and incorporated herein by this reference.

7. Consultant Representative for Proiect. The Consultant Representative for the work or services under this Amendment No. 11 is Juliette Ryan, Account Manager, 562-723-9969, [email protected].,_ who is authorized to act on Consultant's behalf with respect to the work or services specified herein and to make all decisions in connection therewith. It is expressly understood that the experience, knowledge, capability and reputation of the representative was a substantial inducement for City to enter into this Amendment No. 11 to the Agreement. Therefore, the representative shall be responsible during the term ofthis Amendment No. 11 for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder.

For purposes of this Amendment No. 11, the representative may not be replaced nor may their responsibilities be substantially reduced by Consultant without the express written approval of City.

8. Continuing Effect of the Agreement. Except as amended by this Amendment No. 11, all provisions of the Agreement shall remain unchanged and in full force and effect. From and after the date of this Amendment No. 11 , whenever the term "Agreement" appears in the Agreement, it shall mean the Agreement, as amended by this Amendment No. 11.

11. Authority. The persons executing this Amendment No. 11 on behalf of the Parties hereto warrant that (i) such Party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment No. 11 on behalf of said Party, (iii) by so executing this Amendment No. 11, such Party is formally bound to the provisions of this Amendment No. 11, and (iv) entering into this Amendment No. 11 does not violate any provision of any other agreement to which said Party is bound.
[SIGNATURES ON FOLLOWING PAGE]
-3-
IN WITNESS WHEREOF, the Parties hereto have executed this Amendment No. 11 on the date and year first-above written.

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
CITY:

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

Interwest Consulting Group, Inc., a Colorado
Corporation
By: _ ___ _ ______ _
Name:

Title:

By: ____ ___ _______ _
Name:

Title:

Address: - ---- ------ -
Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: 1) Chairperson of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. (Cal. Corp. Code§ 313.) APPROPRIATE ATTEST A TIO NS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE

BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULT ANT'S BUSINESS ENTITY.
-4-
EXHIBIT A-11

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.

D. The task(s) shall be performed at a cost not exceeding the Task Budget.

E. Consultant shall complete the task(s) and deliver all deliverables to City by the Task Completion Date and in accordance with the Task Completion Schedule.

A-11(1)
IV. Consultant acknowledges that City has no obligation to request work from Consultant under this Amendment No. 11 or the Agreement. City may establish a rotation schedule with multiple consultants, and may seek competing Task Proposals.

A-11(2)
EXHIBIT B-11

SPECIAL REQUIREMENTS
(Superseding Amendment Template)

NOT APPLICABLE
B-11(1)
EXHIBIT C-11

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

II. The total compensation for the services provided pursuant to this Amendment No. 11 shall not exceed the total of the Aggregate Contract Sums, as provided in Section 5 of this Amendment No. 11, and such Contract Sums are defined below for each of the Services Time Periods.

1. Time Period - July 1, 2026 to June 30, 2027

2. Specific Sum- One Hundred Thirty-Five Thousand Dollars ($135,000)

3. Contingency Sum - Fifteen Thousand Dollars ($15,000)

4. Contract Sum - One Hundred Fifty Thousand Dollars ($150,000) I. Time Period- July 1, 2027 to June 30, 2028 (Option Year 1)

2. Specific Sum- One Hundred Thirty-Five Thousand Dollars ($135,000)

3. Contingency Sum - Fifteen Thousand Dollars ($15,000)

4. Contract Sum- One Hundred Fifty Thousand Dollars ($150,000) IV. Consultant will be compensated for services provided pursuant to this Amendment No. 11 pursuant to the fees and rates in Exhibit C of the Agreement and in accordance with description in the Project Proposal.

C-11(1)
EXHIBIT D-11

D-11(1)
EXHIBIT E-11

PRIOR AMENDMENTS TO AGREEMENT

10. Amendment No. 10 to Agreement, executed on July 1, 2026, provides As-Needed Project and Program Management services from Consultant to City in support of maintenance projects for a not-to-exceed Aggregate Contract Sum of $300,000.

E-11 (1)
AMENDMENT NO. 12 TO AGREEMENT FOR ON-CALL PROFESSIONAL

SERVICES

BETWEEN CITY OF LAGUNA NIGUEL AND
INTERWEST CONSULTING GROUP, INC.

FOR MUL TIYEAR PROFESSIONAL SERVICES
THIS AMENDMENT NO. 12 TO AGREEMENT FOR ON-CALL PROFESSIONAL SERVICES ("Amendment No. 12") is made and entered into _____ by and between CITY OF LAGUNA NIGUEL, a California municipal corporation ("City") and Interwest Consulting Group, Inc., a Colorado Corporation ("Consultant"). City and Consultant may be referred to individually as "Party" or collectively as "Parties".

RECITALS

1. City and Consultant entered into an on-call professional services agreement on July 1, 2023 to provide on-call professional services ("Agreement"). The initial term of the Agreement terminates on June 30, 2026. Amendment 7 exercises the first option year extending the term of the Agreement to June 30, 2027.

3. City entered into Amendment No. 11 for Construction Management and Inspection services in support of maintenance projects on an as-needed multiyear basis from the Consultant pursuant to the terms of the Agreement.

4. City now desires additional as-needed Construction Management and Inspection services in support of development projects.

5. Consultant has the qualifications and expenence to render the services and submitted a written project proposal for the above requested services ("Project Proposal") pursuant to the terms of the Agreement.

6. City and Consultant have entered into amendment(s) to the Agreement as detailed in "Prior Amendments to Agreement" attached hereto as Exhibit E-12.

7. City and Consultant now desire to enter into Amendment No. 12 to the Agreement for the performance by Consultant of the requested services for City.

1. Project Term. This Amendment No. 12 shall become effective as of the date stated above and, unless earlier terminated in accordance with Article 7 of the Agreement, shall continue in full force and effect until June 30, 2027. The term of this Amendment No. 12 may be extended administratively (with total cumulative extension no greater than one year), by the City pursuant to Section 9.4 of the Agreement 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.

2. Project Scope of Services. In compliance with all terms and conditions of the Agreement and this Amendment No. 12, Consultant shall provide on an as-needed basis those services specified in the "Scope of Services" attached hereto as Exhibit A-12 and incorporated herein by this reference, which may be referred to herein as the "services" or "work" hereunder.

3. Project Special Requirements. Additional terms and conditions of this Amendment No. 12, if any, which are made a part hereof are set forth in the "Special Requirements" attached hereto as Exhibit B-12 and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit B-12, and any other provisions of this Amendment No. 12 or the Agreement, the provisions of Exhibit B-12 shall govern.

4. Project Compensation and Aggregate Contract Sums. Subject to any limitations set forth in the Agreement and this Amendment No. 12, City agrees to pay Consultant the amounts specified in the "Schedule of Compensation" attached hereto as Exhibit C-12. The total compensation for each of the respective Services Time Periods listed in Exhibit C-12 (including Contingency Sum(s), if any), including reimbursement for actual expenses, shall not exceed each Services Time Period's respective Contract Sum listed in Exhibit C-12, unless additional compensation is approved pursuant to Section 1.5 of the Agreement. Specific periods of time during the term of this Amendment No. 12 have specific not-to-exceed amounts as detailed in Exhibit C-12. The aggregate of the various Contract Sums shall not exceed Three Hundred Thousand Dollars ($300,000), which is the total compensation available under this Amendment No. 12. However, funds available pursuant to the respective Contract Sum for each specific Services Time Period in Exhibit C-12 may not be transferred between the Services Time Periods. The Consultant shall obtain written approval from the City for any use of any Contingency Sum provided for in Exhibit C-12. Compensation may include reimbursement, for actual and necessary expenditures, if both specified in either the Schedule of Compensation (Exhibit C-12 to this Amendment No. 12) or the Schedule of On-Call Compensation (Exhibit C to the Agreement), as well as approved by City in advance. The Contract Sum shall include the attendance of Consultant at all project meetings reasonably deemed necessary by City. Consultant agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services, Consultant shall promptly notify the City Representative of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto.

S. Project Schedule of Performance. Consultant shall commence asneeded services pursuant to this Amendment No. 12 upon receipt of a written notice to proceed pursuant to Exhibit A-12 and shall perform all services within the time period(s) established in the "Schedule of Performance" attached hereto as Exhibit D-12 and incorporated -2-
herein by this reference (and as applicable the "Schedule of Performance" attached as Exhibit D to the Agreement).

6. Prior Amendments to Agreement. Prior amendments to the Agreement, if any, are itemized in "Prior Amendments to Agreement," attached hereto as Exhibit E-12 and incorporated herein by this reference.

7. Consultant Representative for Project. The Consultant Representative for the work or services under this Amendment No. 12 is Juliette Ryan, Account Manager, 562-723-9969, [email protected].,_ who is authorized to act on Consultant's behalf with respect to the work or services specified herein and to make all decisions in connection therewith. It is expressly understood that the experience, knowledge, capability and reputation of the representative was a substantial inducement for City to enter into this Amendment No. 12 to the Agreement. Therefore, the representative shall be responsible during the term of this Amendment No. 12 for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder.

For purposes of this Amendment No. 12, the representative may not be replaced nor may their responsibilities be substantially reduced by Consultant without the express written approval of City.

8. Continuing Effect of the Agreement. Except as amended by this Amendment No. 12, all provisions of the Agreement shall remain unchanged and in full force and effect. From and after the date of this Amendment No. 12, whenever the term "Agreement" appears in the Agreement, it shall mean the Agreement, as amended by this Amendment No. 12.

11. Authority. The persons executing this Amendment No. 12 on behalf of the Parties hereto warrant that (i) such Party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment No. 12 on behalf of said Party, (iii) by so executing this Amendment No. 12, such Party is formally bound to the provisions of this Amendment No. 12, and (iv) entering into this Amendment No. 12 does not violate any provision of any other agreement to which said Party is bound.
[SIGNATURES ON FOLLOWING PAGE]
-3-
IN WITNESS WHEREOF, the Parties hereto have executed this Amendment No. 12 on the date and year first-above written.

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
CITY:

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

Interwest Consulting Group, Inc., a Colorado
Corporation
By: _ __________ _
Name:

Title:

By: ______________ _
Name:

Title:

Address: ------------
Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: 1) Chairperson of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. (Cal. Corp. Code§ 313.) APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE

BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY.
-4-
EXHIBIT A-12

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.

D. The task(s) shall be performed at a cost not exceeding the Task Budget.

E. Consultant shall complete the task(s) and deliver all deliverables to City by the Task Completion Date and in accordance with the Task Completion Schedule.

A-12(1)
IV. Consultant acknowledges that City has no obligation to request work from Consultant under this Amendment No. 12 or the Agreement. City may establish a rotation schedule with multiple consultants, and may seek competing Task Proposals.

A-12(2)
EXHIBIT B-12

SPECIAL REQUIREMENTS
(Superseding Amendment Template)

NOT APPLICABLE
B-12(1)
EXHIBIT C-12

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

II. The total compensation for the services provided pursuant to this Amendment No. 12 shall not exceed the total of the Aggregate Contract Sums, as provided in Section 5 of this Amendment No. 12, and such Contract Sums are defined below for each of the Services Time Periods.

1. Time Period- July 1, 2026 to June 30, 2027

2. Specific Sum - One Hundred Thirty-Five Thousand Dollars ($135,000)

3. Contingency Sum - Fifteen Thousand Dollars ($15,000)

4. Contract Sum - One Hundred Fifty Thousand Dollars ($150,000)

1. Time Period- July 1, 2027 to June 30, 2028 (Option Year 1)

2. Specific Sum- One Hundred Thirty-Five Thousand Dollars ($135,000)

3. Contingency Sum-Fifteen Thousand Dollars ($15,000)

4. Contract Sum - One Hundred Fifty Thousand Dollars ($150,000) IV. Consultant will be compensated for services provided pursuant to this Amendment No.12 pursuant to the fees and rates in Exhibit C of the Agreement and in accordance with description in the Project Proposal.

C-12(1)
EXHIBIT D-12

D-12(1)
EXHIBIT E-12

PRIOR AMENDMENTS TO AGREEMENT

E-12(1)

11. Amendment No. 11 to Agreement, executed on July 1, 2026, provides As-Needed Construction Management and Inspection services from Consultant to City in support of maintenance projects for a not-to-exceed Aggregate Contract Sum of $300,000.

E-12(2)

ATTACHMENT J
Amendment 4 to On-Call PSA
with lteris, Inc.

AMENDMENT NO. 4 TO AGREEMENT FOR ON-CALL PROFESSIONAL SERVICES

BETWEEN CITY OF LAGUNA NIGUEL AND
ITERIS, INC.

FOR MUL TIYEAR PROFESSIONAL SERVICES
THIS AMENDMENT NO. 4 TO AGREEMENT FOR ON-CALL PROFESSIONAL SERVICES ("Amendment No. 4") is made and entered into ______ by and between CITY OF LAGUNA NIGUEL, a California municipal corporation ("City") and Iteris, Inc., a Delaware Corporation ("Consultant"). City and Consultant may be referred to individually as "Party" or collectively as "Parties."

RECITALS

1. City and Consultant entered into an on-call professional services agreement on July 1, 2023 to provide on-call professional services ("Agreement"). The initial term of the Agreement terminates on June 30, 2026. Amendment No. 4 exercises the first option year extending the term of the Agreement to June 30, 2027.

2. City entered into Amendment No. 1 for Traffic Engineering services on an asneeded multi year basis from the Consultant pursuant to the terms of the Agreement.

3. City now requires additional as-needed Traffic Engineering services on a multiyear basis and desires to exercise Option Year 1 extending the term to June 30, 2027.

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

5. City and Consultant have entered into amendment(s) to the Agreement as detailed in "Prior Amendments to Agreement" attached hereto as Exhibit E-4.

6. City and Consultant now desire to enter into Amendment No. 4 to the Agreement to modify the terms of Amendment No. 1.

1. Project Term. This Amendment No. 4 shall become effective as of the date stated above.

2. Project Compensation and Aggregate Contract Sums. Subject to any limitations set forth in the Agreement and this Amendment No. 4, City agrees to pay Consultant the amounts specified in the "Schedule of Compensation" attached hereto as Exhibit C-4. The total compensation for each of the respective Services Time Periods listed in Exhibit C-4 (including Contingency Sum(s), if any), including reimbursement for actual expenses, shall not exceed each Services Time Period's respective Contract Sum listed in Exhibit C-4, unless additional -1-
compensation is approved pursuant to Section 1.5 of the Agreement. Specific periods of time during the term of this Amendment No. 4 have specific not-to-exceed amounts as detailed in Exhibit C-4. The aggregate of the various Contract Sums shall not exceed Six Hundred Sixty Thousand Dollars ($660,000), which is the total compensation available under this Amendment No. 4. However, funds available pursuant to the respective Contract Sum for each specific Services Time Period in Exhibit C-4 may not be transferred between the Services Time Periods. The Consultant shall obtain written approval from the City for any use of any Contingency Sum provided for in Exhibit C-4. Compensation may include reimbursement, for actual and necessary expenditures, if both specified in either the Schedule of Compensation (Exhibit C-4 to this Amendment No. 4) or the Schedule of On-Call Compensation (Exhibit C to the Agreement), as well as approved by City in advance. The Contract Sum shall include the attendance of Consultant at all project meetings reasonably deemed necessary by City. Consultant agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services, Consultant shall promptly notify the City Representative of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto.

3. Prior Amendments to Agreement. Prior amendments to the Agreement, if any, are itemized in "Prior Amendments to Agreement," attached hereto as Exhibit E-4 and incorporated herein by this reference.

4. Consultant Representative for Proiect. The Consultant Representative for the work or services under this Amendment No. 4 is Naree Kim, Project Manager, 949-270-9565, [email protected], who is authorized to act on Consultant's behalf with respect to the work or services specified herein and to make all decisions in connection therewith. It is expressly understood that the experience, knowledge, capability and reputation of the representative was a substantial inducement for City to enter into this Amendment No. 4 to the Agreement. Therefore, the representative shall be responsible during the term of this Amendment No. 4 for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder.

For purposes of this Amendment No. 4, the representative may not be replaced nor may their responsibilities be substantially reduced by Consultant without the express written approval of City.

5. Continuing Effect of the Agreement. Except as amended by this Amendment No. 4, all provisions of Amendment No. 1 and the Agreement shall remain unchanged and in full force and effect. From and after the date of this Amendment No. 4, whenever the term "Agreement" appears in the Agreement, it shall mean the Agreement, as amended by this Amendment No. 4.

8. Authority. The persons executing this Amendment No. 4 on behalf of the Parties hereto warrant that (i) such Party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment No. 4 on behalf of said Party, (iii) by so executing this Amendment No. 4, such Party is formally bound to the provisions of this Amendment No. 4, and (iv) entering into this Amendment No. 4 does not violate any provision of any other agreement to which said Party is bound.
[SIGNATURES ON FOLLOWING PAGE]
-3-
IN WITNESS WHEREOF, the Parties hereto have executed this Amendment No. 4 on the date and year first-above written.

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
CITY:

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

Iteris, Inc., a Delaware Corporation
By: ___________ _
Name:

Title:

By: ___________ _ __ _
Name:

Title:

Address: ------------
Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: 1) Chairperson of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. (Cal. Corp. Code§ 313.) APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE

BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY.
-4-
I. See Exhibit A-1.

EXHIBIT A-4

SCOPE OF SERVICES
A-4(1)
EXHIBIT B-4

SPECIAL REQUIREMENTS
(Superseding Amendment Template)

NOT APPLICABLE
B-4(1)
EXHIBITC-4

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

II. The total compensation for the services provided pursuant to this Amendment No. 4 shall not exceed the total of the Aggregate Contract Sums, as provided in Section 5 of this Amendment No. 4, and such Contract Sums are defined below for each of the Services Time Periods.

1. 2.

3. 4.

1. 2.

3. 4.

1. 2.

3. 4.

1. 2.

3. 4.

1. 2.

3. 4.

IV.

Time Period- July 1, 2023 to June 30, 2024
Specific Sum - One Hundred Thousand Dollars ($100,000)
Contingency Sum - Ten Thousand Dollars ($10,000)
Contract Sum - One Hundred Ten Thousand Dollars ($110,000) Time Period - July 1, 2024 to June 30, 2025
Specific Sum- One Hundred Thousand Dollars ($100,000)
Contingency Sum-Ten Thousand Dollars ($10,000)
Contract Sum - One Hundred Ten Thousand Dollars ($110,000) Time Period - July 1, 2025 to June 30, 2026
Specific Sum - One Hundred Thousand Dollars ($100,000)
Contingency Sum -Ten Thousand Dollars ($10,000)
Contract Sum - One Hundred Ten Thousand Dollars ($110,000) Time Period-July 1, 2026 to June 30, 2027 (Option Year 1) Specific Sum - One Hundred Fifty Thousand Dollars ($150,000) Contingency Sum- Fifteen Thousand Dollars ($15,000)
Contract Sum - One Hundred Sixty-Five Thousand Dollars ($165,000) Time Period-July 1, 2027 to June 30, 2028 (Option Year 2) Specific Sum- One Hundred Fifty Thousand Dollars ($150,000) Contingency Sum-Fifteen Thousand Dollars ($15,000)
Contract Sum- One Hundred Sixty-Five Thousand Dollars ($165,000) Consultant will be compensated for services provided pursuant to this Amendment No. 4 pursuant to the fees and rates in Exhibit C of the Agreement and in accordance with description in the Project Proposal.

C-4(1)
I. See Exhibit D-1.

EXHIBIT D-4

SCHEDULE OF PERFORMANCE
D-4(1)
EXHIBITE-4

PRIOR AMENDMENTS TO AGREEMENT

1. Amendment No. 1 to Agreement, executed on February 20, 2024, provides AsNeeded Multiyear Traffic Engineering services from Consultant to City for a not-toexceed Aggregate Contract Sum of$330,000.

2. Amendment No. 2 to Agreement, executed on April 21, 2026, provides Traffic Engineering design services for the La Paz Road and Cabot Road Regional Traffic Signal Synchronization Projects from Consultant to City for a not-to-exceed Contract Sum of $646,151.

E-4(1)

ATTACHMENT K
Amendment 7 to On-Call PSA
with Kimley-Horn and Associates, Inc.

AMENDMENT NO. 7 TO AGREEMENT FOR ON-CALL PROFESSIONAL SERVICES

BETWEEN CITY OF LAGUNA NIGUEL AND
KIMLEY-HORN AND ASSOCIATES, INC.

FOR MUL TIYEAR PROFESSIONAL SERVICES
THIS AMENDMENT NO. 7 TO AGREEMENT FOR ON-CALL PROFESSIONAL SERVICES ("Amendment No. 7") is made and entered into ______ by and between CITY OF LAGUNA NIGUEL, a California municipal corporation ("City") and Kimley-Hom and Associates, Inc., a North Carolina Corporation ("Consultant"). City and Consultant may be referred to individually as "Party" or collectively as "Parties."

RECITALS

1. City and Consultant entered into an on-call professional services agreement on July 1, 2023 to provide on-call professional services ("Agreement"). The initial term of the Agreement terminates on June 30, 2026. Amendment No. 6 exercised the first option year extending the term of the Agreement to June 30, 2027.

2. City entered into Amendment No. 1 for Traffic Engineering services on a multiyear basis from the Consultant pursuant to the terms of the Agreement.

3. City now requires additional Traffic Engineering services on a multi-year basis and desires to exercise Option Year 1 extending the term to June 30, 2027.

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

5. City and Consultant have entered into amendment(s) to the Agreement as detailed in "Prior Amendments to Agreement" attached hereto as Exhibit E-7.

6. City and Consultant now desire to enter into Amendment No. 7 to the Agreement to modify the terms of Amendment No. 1.

1. Project Term. This Amendment No. 7 shall become effective as of the date stated above.

2. Project Compensation and Aggregate Contract Sums. Subject to any limitations set forth in the Agreement and this Amendment No. 7, City agrees to pay Consultant the amounts specified in the "Schedule of Compensation" attached hereto as Exhibit C-7. The total compensation for each of the respective Services Time Periods listed in Exhibit C-7 (including Contingency Sum(s), if any), including reimbursement for actual expenses, shall not exceed each Services Time Period's respective Contract Sum listed in Exhibit C-4, unless additional -1-
compensation is approved pursuant to Section 1.5 of the Agreement. Specific periods of time during the term of this Amendment No. 7 have specific not-to-exceed amounts as detailed in Exhibit C-4. The aggregate of the various Contract Sums shall not exceed One Million Two Hundred Sixty-Five Thousand Dollars ($1,265,000), which is the total compensation available under this Amendment. However, funds available pursuant to the respective Contract Sum for each specific Services Time Period in Exhibit C-7 may not be transferred between the Services Time Periods. The Consultant shall obtain written approval from the City for any use of any Contingency Sum provided for in Exhibit C-7. Compensation may include reimbursement, for actual and necessary expenditures, if both specified in either the Schedule of Compensation (Exhibit C-7 to this Amendment No. 7) or the Schedule of On-Call Compensation (Exhibit C to the Agreement), as well as approved by City in advance. The Contract Sum shall include the attendance of Consultant at all project meetings reasonably deemed necessary by City. Consultant agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services, Consultant shall promptly notify the City Representative of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto.

3. Prior Amendments to Agreement. Prior amendments to the Agreement, if any, are itemized in "Prior Amendments to Agreement," attached hereto as Exhibit E-7 and incorporated herein by this reference.

4. Consultant Representative for Project. The Consultant Representative for the work or services under this Amendment No. 7 is Sri Chakravarthy, Contract Manager, 213-261- 4037, ri.chakra [email protected], who is authorized to act on Consultant's behalf with respect to the work or services specified herein and to make all decisions in connection therewith.

It is expressly understood that the experience, knowledge, capability and reputation of the representative was a substantial inducement for City to enter into this Amendment No. 7 to the Agreement. Therefore, the representative shall be responsible during the term of this Amendment No. 7 for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. For purposes of this Amendment No. 7, the representative may not be replaced nor may their responsibilities be substantially reduced by Consultant without the express written approval of City.

5. Continuing Effect of the Agreement. Except as amended by this Amendment No. 7, all provisions of Amendment No. 1 and the Agreement shall remain unchanged and in full force and effect. From and after the date of this Amendment No. 7, whenever the term "Agreement" appears in the Agreement, it shall mean the Agreement, as amended by this Amendment No. 7.

8. Autboritv. The persons executing this Amendment No. 7 on behalf of the Parties hereto warrant that (i) such Party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment No. 7 on behalf of said Party, (iii) by so executing this Amendment No. 7, such Party is formally bound to the provisions of this Amendment No. 7, and (iv) entering into this Amendment No. 7 does not violate any provision of any other agreement to which said Party is bound.
[SIGNATURES ON FOLLOWING PAGE]
-3-
IN WITNESS WHEREOF, the Parties hereto have executed this Amendment No. 7 on the date and year first-above written.

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
CITY:

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

Kimley-Horn and Associates, Inc., a North Carolina
Corporation
By: - -------------- Name:

Title:

By: ______________ _
Name:

Title:

Address:
- -----------
Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: 1) Chairperson of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. (Cal. Corp. Code§ 313.) APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE

BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULT ANT'S BUSINESS ENTITY.
-4-
I. See Exhibit A-1.

EXHIBIT A-7

SCOPE OF SERVICES
A-7(1)
EXHIBIT B-7

SPECIAL REQUIREMENTS
(Superseding Amendment Template)

NOT APPLICABLE
B-7(1)
EXHIBITC-7

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

II. The total compensation for the services provided pursuant to this Amendment No. 7 shall not exceed the total of the Aggregate Contract Sums, as provided in Section 5 of this Amendment No. 7, and such Contract Sums are defined below for each of the Services Time Periods.

III. The total compensation for !}_ach Services Time Period is listed below. Funds available for each specific Services Time Period may not be transferred between the Services Time Periods listed below.

1. 2.

3. 4.

2. 3.

4. 1.

2. 3.

4. 1.

2. 3.

4. 1.

2. 3.

4. IV.

Time Period- July 1, 2023 to June 30, 2024
Specific Sum - Two Hundred Thousand Dollars ($200,000)
Contingency Sum - Twenty Thousand Dollars ($20,000)
Contract Sum - Two Hundred Twenty Thousand Dollars ($220,000) Time Period- July 1, 2024 to June 30, 2025
Specific Sum - Two Hundred Thousand Dollars ($200,000)
Contingency Sum - Twenty Thousand Dollars ($20,000)
Contract Sum - Two Hundred Twenty Thousand Dollars ($220,000) Time Period- July 1, 2025 to June 30, 2026
Specific Sum - Two Hundred Thousand Dollars ($200,000)
Contingency Sum - Twenty Thousand Dollars ($20,000)
Contract Sum - Two Hundred Twenty Thousand Dollars ($220,000) Time Period-July 1, 2026 to June 30, 2027 (Option Year 1) Specific Sum -Two Hundred Seventy-Five Thousand Dollars ($275,000) Contingency Sum-Twenty-Seven Thousand Five Hundred Dollars ($27,500) Contract Sum - Three Hundred Two Thousand Five Hundred Dollars ($302,500) Time Period - July 1, 2027 to June 30, 2028 (Option Year 2) Specific Sum-Two Hundred Seventy-Five Thousand Dollars ($275,000) Contingency Sum - Twenty-Seven Thousand Five Hundred Dollars ($27,500) Contract Sum - Three Hundred Two Thousand Five Hundred Dollars ($302,500) Consultant will be compensated for services provided pursuant to this Amendment No. 7 pursuant to the fees and rates in Exhibit C of the Agreement and in accordance with description in the Project Proposal.

C-7(1)
I. See Exhibit D-1.

EXHIBIT D-7

SCHEDULE OF PERFORMANCE
D-7(1)
EXHIBITE-7

PRIOR AMENDMENTS TO AGREEMENT

1. Amendment No. 1 to Agreement, executed on July 1, 2023, provides AsNeeded Multiyear Traffic Engineering services from Consultant to City for a not-toexceed Aggregate Contract Sum of $660,000.

2. Amendment No. 2 to Agreement, executed on July 1, 2023, provides Laguna Niguel Summer Trolley Program Project V Services (Year 2) from Consultant to City for a notto-exceed Contract Sum of $10,000.

3. Amendment No. 3 to Agreement, executed on December 4, 2023, provides OCTA Project V Grant Application support from Consultant to City for a not-to-exceed Contract Sum of$49,999.

4. Amendment No. 4 to Agreement, executed on October 10, 2024, provides design services for the Bus Shelter Replacement Project from Consultant to City for a not-to-exceed Contract Sum of $114,983.

5. Amendment No. 5 to Agreement, executed on May 2, 2025, provides design, implementation, and project management services for the Alicia Parkway Regional Traffic Signal Synchronization Project from Consultant to City for a not-to-exceed Contract Sum of $775,384.50.

6. Amendment No. 6 to Agreement, executed on July 1, 2026, exercises Option Year 1 of the Agreement, extending the term to June 30, 2027, and updates the Exhibit C, "Schedule of On-Call Compensation" fees and rates applicable to the Agreement.

E-7(1)

ATTACHMENT L
Amendment 6 to On-Call PSA
with Psomas
AMENDMENT NO. 6 TO AGREEMENT FOR ON-CALL PROFESSIONAL SERVICES

BETWEEN CITY OF LAGUNA NIGUEL AND
PSOMAS

FOR MULTIYEAR PROFESSIONAL SERVICES
THIS AMENDMENT NO. 6 TO AGREEMENT FOR ON-CALL PROFESSIONAL SERVICES ("Amendment No. 6") is made and entered into ______ by and between CITY OF LAGUNA NIGUEL, a California municipal corporation ("City") and Psomas, a California Corporation ("Consultant"). City and Consultant may be referred to individually as "Party" or collectively as "Parties."

RECITALS

1. City and Consultant entered into an on-call professional services agreement on July 1, 2023 to provide on-call professional services ("Agreement"). The initial term of the Agreement terminates on June 30, 2026. Amendment No. 4 exercised the first option year extending the term of the Agreement to June 30, 2027.

2. City has requested Civil Engineering services on an as-needed multi year basis from the Consultant pursuant to the terms of the Agreement.

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

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

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

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

Proiect Term. This Amendment No. 6 shall become effective as of the date stated above and, unless earlier terminated in accordance with Article 7 of the Agreement, shall continue in full force and effect until June 30, 2027. The term ofthis Amendment No. 6 may be extended administratively (with total cumulative extension no greater than one year), by the City pursuant to Section 9.4 of the Agreement 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.

2. Consultant Proiect Proposal. The Project Proposal from Consultant, for this Amendment No. 6 to the Agreement, shall be incorporated herein by this reference as though fully -1-
set forth herein. The Scope of Services shall include the scope of services or work included in the Project Proposal. In the event of any inconsistency or any conflict between the terms of the Project Proposal, and the Agreement or this Amendment No. 6, the terms of the Agreement or this Amendment No. 6, respectively, shall govern. No other terms and conditions from the Project Proposal, other than description of scope of services or work, shall apply to this Amendment No. 6 or the Agreement, unless specifically agreed to by City in writing.

3. Proiect Scope of Services. In compliance with all terms and conditions of the Agreement and this Amendment No. 6, Consultant shall provide on an as-needed basis those services specified in the "Scope of Services" attached hereto as Exhibit A-6 and incorporated herein by this reference, which may be referred to herein as the "services" or "work" hereunder.

4. Proiect Special Requirements. Additional terms and conditions of this Amendment No. 6, if any, which are made a part hereof are set forth in the "Special Requirements" attached hereto as Exhibit B-6 and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit B-6, and any other provisions of this Amendment or the Agreement, the provisions of Exhibit B-6 shall govern.

5. Proiect Compensation and Aggregate Contract Sums. Subject to any limitations set forth in the Agreement and this Amendment No. 6, City agrees to pay Consultant the amounts specified in the "Schedule of Compensation" attached hereto as Exhibit C-6 and incorporated herein by this reference. The total compensation for each of the respective Services Time Periods listed in Exhibit C-6 (including Contingency Sum(s), if any), including reimbursement for actual expenses, shall not exceed each Services Time Period's respective Contract Sum listed in Exhibit C-6, unless additional compensation is approved pursuant to Section 1.5 of the Agreement.

Specific periods of time during the term of this Amendment No. 6 have specific not-to-exceed amounts as detailed in Exhibit C-6. The aggregate of the various Contract Sums shall not exceed Two Hundred Twenty Thousand Dollars ($220,000), which is the total compensation available under this Amendment. However, funds available pursuant to the respective Contract Sum for each specific Services Time Period in Exhibit C-6 may not be transferred between the Services Time Periods. The Consultant shall obtain written approval from the City for any use of any Contingency Sum provided for in Exhibit C-6. Compensation may include reimbursement, for actual and necessary expenditures, if both specified in either the Schedule of Compensation (Exhibit C-6 to this Amendment) or the Schedule of On-Call Compensation (Exhibit C to the Agreement), as well as approved by City in advance. The Contract Sum shall include the attendance of Consultant at all project meetings reasonably deemed necessary by City. Consultant agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services, Consultant shall promptly notify the City Representative of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto.

6. Proiect Schedule of Performance. Consultant shall commence as-needed services pursuant to this Amendment No. 6 upon receipt of a written notice to proceed pursuant to Exhibit A-6 and shall perform all services within the time period(s) established in the "Schedule of Performance" attached hereto as Exhibit D-6 and incorporated herein by this reference ( and as applicable the "Schedule of Performance" attached as Exhibit D to the Agreement). -2-

7. Prior Amendments to Agreement. Prior amendments to the Agreement, if any, are itemized in "Prior Amendments to Agreement," attached hereto as Exhibit E-6 and incorporated herein by this reference.

8. Consultant Representative for Project. The Consultant Representative for the work or services under this Amendment No. 6 is Arief Naftali, Vice President, 714-481-7956, arief.naftali@p oma .com, who is authorized to act on Consultant's behalf with respect to the work or services specified herein and to make all decisions in connection therewith. It is expressly understood that the experience, knowledge, capability and reputation of the representative was a substantial inducement for City to enter into this Amendment No. 6 to the Agreement. Therefore, the representative shall be responsible during the term of this Amendment No. 6 for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder.

For purposes of this Amendment No. 6, the representative may not be replaced nor may their responsibilities be substantially reduced by Consultant without the express written approval of City.

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

12. Authority. The persons executing this Amendment No. 6 on behalf of the Parties hereto warrant that (i) such Party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment No. 6 on behalf of said Party, (iii) by so executing this Amendment No. 6, such Party is formally bound to the provisions of this Amendment No. 6, and (iv) entering into this Amendment No. 6 does not violate any provision of any other agreement to which said Party is bound.
[SIGNATURES ON FOLLOWING PAGE]
-3-
IN WITNESS WHEREOF, the Parties hereto have executed this Amendment No. 6 on the date and year first-above written.

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
CITY:

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

Psomas, a California Corporation
By:--------------- Name:

Title:

By: ___________ _
Name:

Title:

Address: ------------
Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: 1) Chairperson of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. (Cal. Corp. Code§ 313.) APPROPRIATE A TT EST A TIO NS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE

BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULA TIO NS APPLICABLE TO CONSULT ANT'S BUSINESS ENTITY.
-4-
EXHIBIT A-6

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

D. The task(s) shall be performed at a cost not exceeding the Task Budget.

E. Consultant shall complete the task(s) and deliver all deliverables to City by the Task Completion Date and in accordance with the Task Completion Schedule.

A-6(1)
IV._Consultant acknowledges that City has no obligation to request work from Consultant under this Amendment No. 6 or the Agreement. City may establish a rotation schedule with multiple consultants, and may seek competing Task Proposals.

A-6(2)
EXHIBIT B-6

SPECIAL REQUIREMENTS
(Superseding Amendment Template)

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

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

II. The total compensation for the services provided pursuant to this Amendment No. 6 shall not exceed the total of the Aggregate Contract Sums, as provided in Section 5 of this Amendment No. 6, and such Contract Sums are defined below for each of the Services Time Periods.

1. Time Period - July 1, 2026 to June 30, 2027

2. Specific Sum - One Hundred Thousand Dollars ($10,000)

3. Contingency Sum-Ten Thousand Dollars ($10,000)

4. Contract Sum-One Hundred Ten Thousand Dollars ($110,000)

1. Time Period-July 1, 2027 to June 30, 2028 (Option Year 1)

2. Specific Sum - One Hundred Thousand Dollars ($10,000)

3. Contingency Sum-Ten Thousand Dollars ($10,000)

4. Contract Sum - One Hundred Ten Thousand Dollars ($110,000) IV. Consultant will be compensated for services provided pursuant to this Amendment No. 6 pursuant to the fees and rates in Exhibit C of the Agreement and in accordance with description in the Project Proposal.

C-6(1)
EXHIBITD-6

D-6(1)
EXHIBITE-6

PRIOR AMENDMENTS TO AGREEMENT

1. Amendment No. 1 to Agreement, executed on July 1, 2023, provides As-Needed Multiyear Private Development Plan Checking services from Consultant to City for a notto-exceed Aggregate Contract Sum of$495,000.

4. Amendment No. 4 to Agreement, executed on July 1, 2026, exercises Option Year 1 for As-Needed Private Development Plan Checking services extending the term to June 30, 2027.

5. Amendment No. 5 to Agreement, executed on July 1, 2026, exercises Option Year 1 for As-Needed Construction Management and Inspection services extending the term to June 30, 2027.

E-6(1)

ATTACHMENT M
Master Agreement and Amendment 1 to On-Call PSA
with RK Engineering Group, Inc.

AGREEMENT FOR ON-CALL PROFESSIONAL SERVICES

BETWEEN CITY OF LAGUNA NIGUEL AND
RK ENGINEERING GROUP, INC.

THIS AGREEMENT FOR ON-CALL PROFESSIONAL SERVICES ("Agreement") is made and entered into _____ by and between CITY OF LAGUNA NIGUEL, a California municipal corporation ("City") and RK Engineering Group, Inc., a California Corporation ("Consultant"). City and Consultant may be referred to individually as "Party" or collectively as "Parties."

RECITALS
A. The City desires to contract with selected professional consultants to provide oncall professional services to support the Public Works Department.

B. The City circulated a Request for Proposals for on-call professional services on March 20, 2026 for the following categories: 1) Civil, Traffic & Structural Engineering; Architecture; and Landscape Architecture Design; 3) Project and Program Management; 5) Construction Management and Inspection Services.

C. Consultant submitted a proposal to City to provide the on-call professional services dated April 1, 2026.

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

ARTICLE 1. SERVICES OF CONSULTANT

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

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

1.5 Additional Services and Compensation. Consultant hereby acknowledges that it accepts the risk that the services to be provided on an on-call basis pursuant to the Scope of OnCall Services, in consideration for the fees and rates provided for in the Schedule of On-Call Compensation referenced in Section 2.1 below, may be more costly or time consuming than Consultant anticipates and that Consultant shall not be entitled to additional compensation therefor.

City may in its sole and absolute discretion have similar work done by other consultants. -2-

ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT

2.1 Compensation for Services. Compensation for each project performed hereunder shall be determined by a Specific Services Amendment specifying a not-to-exceed contract sum for the specific project. Fees and rates to be charged by Consultant for services provided for in all Specific Services Amendments are specified in the "Schedule of On-Call Compensation," attached hereto as Exhibit C and incorporated herein by this reference, and such fees and rates are not subject to increase during the initial term of the Agreement. After the initial term of the Agreement, fees and rates may only be increased both pursuant to Section 9.4 as well as subsequent to negotiation between the Parties on a reasonable increase. The maximum of such increase shall be no greater than the CPI increase (Orange County area) for the applicable period of time. City has no obligation or duty to provide any such increase. Compensation may include reimbursement, for actual and necessary expenditures, if both specified in either the Schedule of On-Call Compensation or the applicable Specific Services Amendment, as well as approved by City in advance. The not-to-exceed contract sum specified in any Specific Services Amendment shall include the attendance of Consultant at all project meetings reasonably deemed necessary by City.

ARTICLE 3. PERFORMANCE SCHEDULE

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

3.2 Term. Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until June 30, 2028.

3.4 Force Maie11re. The time period(s) specified in the Schedule of Performance and the Specific Services Amendment for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of Consultant, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including City, (with the express exception of delays arising from the impact of COVID19 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 -4-
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 Rogier Goedecke, President, 949-474-0809, [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.

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 -5-
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.

ARTICLE 5. INSURANCE AND INDEMNIFICATION

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

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 -7-
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 ( I 0) 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. l(a) and the automobile liability policy provided for in Section 5. l(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 -8-
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 selfinsured 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, "lndemnitees") 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 "lndemnitor" and collectively, "lndemnitors") in connection with the performance of Consultant's Services, or arising from lndemnitors' 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 lndemnitees 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 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 -9-
wrongful act, error or om1ss10n, 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.

ARTICLE 6. RECORDS, REPORTS AND RELEASE OF INFORMATION

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) -10-
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 Confidentialitv and Release of Information. All information gained or work product produced by Consultant in its performance of this Agreement shall be considered confidential, unless such information is in the public domain. Consultant shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from City. No news releases, including photographs, public announcements, or confirmations of the same, of any part of the work, shall be made without prior written authorization from City. Consultant, its officers, employees, agents or subcontractors, shall not, without prior written authorization from City or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement.

ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION

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.

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-liabiJity of City Officers and Employees. No officer or employee of City -13-
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.

8.3 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.

9.3 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.

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

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
CITY:

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

RK Engineering Group, Inc., a California
Corporation
By: - -------------- Name:

Title:

By: _ __________ _
Name:

Title:

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

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

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

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

A(l)

EXHIBIT B

SPECIAL REQUIREMENTS
(Superseding Agreement Template)

NOT APPLICABLE
B(l)

EXHIBITC

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

C(l)

EXHIBITD

D(l)
AMENDMENT NO. 1 TO AGREEMENT FOR ON-CALL PROFESSIONAL SERVICES

BETWEEN CITY OF LAGUNA NIGUEL AND
RK ENGINEERING GROUP, INC.

FOR MULTIYEAR PROFESSIONAL SERVICES
THIS AMENDMENT NO. 1 TO AGREEMENT FOR ON-CALL PROFESSIONAL SERVICES ("Amendment No. 1") is made and entered into ______ by and between CITY OF LAGUNA NIGUEL, a California municipal corporation ("City") and RK Engineering Group, Inc., a California Corporation ("Consultant"). City and Consultant may be referred to individually as "Party" or collectively as "Parties."

RECITALS

2. City has requested Traffic Engineering services on an as-needed multiyear basis from the Consultant pursuant to the terms of the Agreement.

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

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

5. City and Consultant now desire to enter into Amendment No. 1 to the Agreement for the performance by Consultant of the requested services for City.

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

4. Proiect Special Requirements. Additional terms and conditions of this Amendment No. 1, if any, which are made a part hereof are set forth in the "Special Requirements" attached hereto as Exhibit B-1 and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit B-1, and any other provisions of this Amendment No. 1 or the Agreement, the provisions of Exhibit B-1 shall govern.

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.

7. Prior Amendments to Agreement. Prior amendments to the Agreement, if any, are itemized in "Prior Amendments to Agreement," attached hereto as Exhibit E-1 and incorporated herein by this reference.

8. Consultant Representati.ve for Project. The Consultant Representative for the work or services under this Amendment No. 1 is Rogier Goedecke, President, 949-474-0809, [email protected], who is authorized to act on Consultant's behalf with respect to the work or -2-
services specified herein and to make all decisions in connection therewith. It is expressly understood that the experience, knowledge, capability and reputation of the representative was a substantial inducement for City to enter into this Amendment No. 1 to the Agreement. Therefore, the representative shall be responsible during the term of this Amendment No. 1 for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder.

For purposes of this Amendment No. 1, the representative may not be replaced nor may their responsibilities be substantially reduced by Consultant without the express written approval of City.

12. Authority. The persons executing this Amendment No. I on behalf of the Parties hereto warrant that (i) such Party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment No. 1 on behalf of said Party, (iii) by so executing this Amendment No. 1, such Party is formally bound to the provisions of this Amendment No. 1, and (iv) entering into this Amendment No. 1 does not violate any provision of any other agreement to which said Party is bound.
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the Parties hereto have executed this Amendment No. 1 on the date and year first-above written.

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
CITY:

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

RK Engineering Group, Inc., a California
Corporation
By: ___ _ __________ _
Name:

Title:

By: ______________ _
Name:

Title:

Address: - -----------
Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: 1) Chairperson of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. (Cal. Corp. Code§ 313.) APPROPRIATE A TTESTA TIO NS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE

BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULT ANT'S BUSINESS ENTITY.
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EXHIBIT A-1

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.

Laguna Niguel City CouncilJune 16, 2026

Laguna Niguel City Council
June 16, 2026