Laguna Niguel City Council
July 21, 2026

To:

FROM:

DATE:

SUBJECT:

CITY OF LAGUNA NIGUEL

CITY COUNCIL AGENDA ITEM
Honorable Mayor and Council Members
Kevin X. O'Connor, Acting Public Works Director
July 21, 2026
Award of Professional Services Agreement to Mark Thomas & Company, Inc., for the La Paz Road Mobility Enhancements and Permanent Repair Project for the Plans, Specifications, Estimate and Right of Way Acquisition Phases, Cash Contract No. 24-10

RECOMMENDATION
Staff recommends that the City Council:

1. Approve the Findings of Public Necessity to award this Agreement based upon the receipt of a single proposal; and,

2. Award the Professional Services Agreement to Mark Thomas & Company, Inc., for the La Paz Road Mobility Enhancements and Permanent Repair Project for the Plans, Specifications, Estimate, and Right of Way Acquisition Phases, Cash Contract No. 24-10, for a not to exceed amount of $2,009,380; and,

3. Approve a not to exceed 15% contingency of the total contract in the amount of $301,407 for unforeseen conditions or extra work and authorize the Public Works Director to approve additional work for a total not-to-exceed amount of $2,310,787, if needed; and,

4. Authorize the City Manager to execute the Professional Services Agreement with Mark Thomas & Company, Inc., subject to the City Attorney making non-substantive changes.

BACKGROUND
In 2024, the City was awarded State and Federal grant funds under the Local Transportation Climate Adaptation Program (L TCAP) to address infrastructure and mobility needs along La Paz Road from Aliso Creek Road to Crown Valley Parkway. The grant-funded project scope includes stabilizing the earth movement along the westerly portion of La Paz Road next to the Laguna Niguel Regional Park, reducing the number of vehicular travel lanes from two lanes to one lane in each direction, implementing Page2
intersection improvements, enhancing mobility choices, and conducting public outreach.

The La Paz Road Mobility Enhancements and Permanent Repair Project was adopted as part of the Fiscal Year 2024-25 Capital Improvement Program. The LTCAP grant requires a specific process to be followed for each of the La Paz Road Mobility Enhancements and Permanent Repair Project phases: 1) preliminary engineering and environmental clearance, 2) design and right of way acquisition, and 3) construction.

The City selected Mark Thomas & Company, Inc., a consulting civil engineering design firm, to perform the preliminary 35% design, California Environmental Quality Act (CEQA) and National Environmental Policy Act (NEPA) evaluation and documentation, and public outreach for this initial phase of the project, known as the Project Approval and Environmental Document (PAED) phase. A vicinity map showing the project area is provided as Attachment "A".

At the October 21, 2025, City Council meeting, the City Council approved the Preferred Alternative and CEQA clearance. On March 16, 2026, Caltrans approved the NEPA clearance, marking the completion of the PAED phase. Following completion of the PAED phase, and in anticipation of Caltrans approval, an RFP for the design and right-of-way acquisition phases was issued on February 24, 2026 (Attachment B).

ANALYSIS
As a grant requirement, the City is required to comply with Caltrans' Local Assistance Procedures Manual (LAPM) for implementation of this Project for both the procurement of professional engineering services and for construction services. In response to the issuance of the RFP, one proposal was received from Mark Thomas & Company, Inc. To consider the award of a professional services agreement based upon the receipt of one proposal, the LAPM requires the City to make Findings of Public Necessity that determine that any further delay in the Project would not yield different results and would otherwise harm the likelihood of completing the Project. The Findings of Public Necessity explain these factors and are provided for City Council review and approval as Attachment "C".

The proposal submitted by Mark Thomas & Company, Inc. was evaluated based upon:
(1) Understanding of the Scope of Work; (2) Relevant Experience and Client References; (3) Qualifications of Staff; (4) Demonstrated Technical Ability & Schedule Control; (5) Capability of Developing Innovative or Advanced Solutions; (6) Familiarity with State and Federal procurement and project implementation procedures; and (7) Financial Management and Accounting System. The Proposal Evaluation Summary is provided as Attachment "D".

Pursuant to Laguna Niguel Municipal Code Section 3-6-8, professional services agreements shall be awarded based on the demonstrated competence of the service providers, and on the service provider's professional qualifications necessary for the satisfactory performance of the services required, and on the fairness and reasonableness of the cost of the services to the City and shall not be awarded solely on the basis of cost. After a thorough review of the proposal received and an interview with the firm, it was determined that Mark Thomas & Company, Inc., is the most qualified firm.

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Reference checks for Mark Thomas & Company, Inc. also revealed the firm to be highly regarded, technically proficient, and efficient in providing professional civil engineering services. Additionally, Mark Thomas & Company, Inc. has completed the PAED phase successfully, and also routinely assists the City in executing critical capital improvement projects.

Staff recommends that the City Council approve the Findings of Public Necessity and award the Professional Services Agreement to Mark Thomas & Company, Inc. (Attachment E). Given the complex scope of work and technical expertise, staff recommends awarding a 15% contingency in lieu of the standard 10% contingency for this project.

Project Timeline
Following the award of the Professional Services Agreement to Mark Thomas & Company, Inc., the project will proceed in accordance with the tentative timeline outlined below:
• Design phase is scheduled for completion by Fall 2027; • Caltrans allocation of funds for construction in Winter 2027-2028; • City to advertise for construction in Winter 2027-2028; • Construction phase scheduled to start in Spring 2028.

ALTERNATIVES CONSIDERED
1 . The City Council may direct staff to reject the single proposal and readvertise the project. Staff believes that reissuing the RFP will not result in more desirable proposals.

2. The City Council may decide not to approve the Professional Services Agreement with Mark Thomas & Company, Inc. This alternative is not recommended as the La Paz Road Mobility Enhancements and Permanent Repair Project would be delayed and the associated grant funding would be jeopardized.

FISCAL REVIEW
The adopted Capital Improvement Program includes sufficient funding in the La Paz Road Mobility Enhancements and Permanent Repair Project to execute the Professional Services Agreement with Mark Thomas & Company, Inc.

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

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CONCLUSION
Staff recommends that the City Council:

1. Approve the Findings of Public Necessity to award this Agreement based upon the receipt of a single Proposal; and,

2. Award the Professional Services Agreement to Mark Thomas & Company, Inc., for the La Paz Road Mobility Enhancements and Permanent Repair Project Plans, Specifications, Estimate, and Right of Way Acquisition Phases, Cash Contract No. 24-10, for a not to exceed amount of $2,009,380; and,

3. Approve a not to exceed 15% contingency of the total contract in the amount of $301,407 for unforeseen conditions or extra work and authorize the Public Works Director to approve additional work for a total not-to-exceed amount of $2,310,787, if needed; and,

4. Authorize the City Manager to execute the Professional Services Agreement with Mark Thomas & Company, Inc., subject to the City Attorney making non-substantive changes.
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Tamara S. Letourneau Scott C. Smith
City Manager City Attorney
Kevin X. O'Connor
Acting Public Works Director
Attachments :

A. Vicinity Map
Harris n Martin
Senior Civil Engineer

8. La Paz Road Plans, Specifications, Estimates, and Right of Way Acquisition RFP C. Findings of Public Necessity
D. Proposal Evaluation Summary
E. Professional Services Agreement

ATTACHMENT A
Vicinity Map

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ATTACHMENT B
La Paz Road Plans, Specifications, Estimates,
and Right of Way Acquisition RFP
City of Laguna Niguel

REQUEST FOR PROPOSALS

LA PAZ ROAD MOBILITY ENHANCEMENTS AND

PERMANENT REPAIR

PLANS, SPECIFICATIONS, ESTIMATES AND RIGHT OF WAY

ACQUISITION (PSE-RW) PHASES SERVICES
Issued: February 24, 2026
Due: March 31, 2026, by 4:00 p.m. PST
RFPSummary
RFP Short Title: La Paz Road Mobility Enhancements and Permanent Repair PSE-RW Phases Services
Scope of Work: See Section 1-4 (Scope of Work)
RFP Submittal Interested Consultants shall make two submissions:

Instructions:

1. Submit to the City of Laguna Niguel:
• Three (3) hard copies of the Proposal;
• One (1) hard copy of the Cost Proposal in a
separate sealed envelope.

AND

2. Submit via PlanetBids:
• One (1) PDF copy of the Proposal through the
City's electronic procurement system (PlanetBids)
Late Proposals shall not be accepted.

RFP Due Date: March 31, 2026 by 4:00 p.m. PST
RFP Submittal Your Proposal must include the information described in Requirements: Section Ill (Proposal Form and Content) of this RFP.

Consultant Proposals will be considered non-responsive
if the Proposal does not provide all the information
requested in Section Ill.

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

RFP Questions: Questions regarding this RFP must be submitted through the City's electronic procurement system (PlanetBids).

The deadline to submit questions is March 16, 2026, by
12:01 p.m. PDT.

City Contact / Harrison Martin, P.E.

Project Manager: Senior Civil Engineer
City of Laguna Niguel
Phone: (949) 362-4316
Email: HMartin®citvoflaaunan iauel.ora
2 TABLE OF CONTENTS
Section I - Project Information .............................................................................................. 5 1-1 . Project Background .................................................................................................................. s 1-2. City Background ........................................................................................................................ 7 1-3. Project Goals ................................... .......................................................................................... 7 1-4. Scope of Work ........................................................................................................................... 8 Section II - RFP Process ...................................................................................................... 16 11-1. RFP Timeline .......................................................................................................................... 16 11-2. RFP Questions and Responses .......................................................................................... 16 11-3. RFP Due Date and Opening ................................................................................................ 17 11-4. RFP Evaluation Process ...................................................................................................... 18 11-5. Request for Council Action .................................................................................................. 20 11-6. Execution of Agreement .................................................................................................. .... 20 11-7. Acceptance of Agreement and Term .................................................................................. 20 Section Ill - Proposal Form and Content ........................................................................... 20 111-1. General Information ................ ............................................................................................. 21 111-2. Proposal Submission Requirements and Response Format ........................................ 21 111-3. Letter of Transmittal ............................................................................................................. 22 111-4 Certification Statement .................................................... .. .......................................... 22 111-5. Key personnel ....................................................................................................................... 22 111-6. Experience and References ....................................................................... ........................ 23 111-7. Project approach/SCOPE OF WORK ............................................................................... 23 111-8. Financial management and accounting system .............................................................. 23 111-9. Project schedule ............................... .................................................................................... 23 111-10. CALTRANS Exhibit 10Q ............................................................................................ 24 111-11. Non-Collusion Affidavit .............................................................................................. 24 111-12. Fair Employment Practices Verification ................ .......................................................... 24 111-13. Cost Proposal ........................................................ ............................................................. 24 Section IV - Evaluation/ Selection of Proposals .............................................................. 25 3 IV-1. Clarifications ......................................................................................................................... 25 IV-2. Proposal Evaluation and Selection ................................................................................... 25 IV-3. Single or Multiple Contracts ............................................................................................... 25 Section V - General RFP Information ................................................................................. 25 V-1 . Public Records ...................................................................................................................... 25 V-2. Cancellation ........................................................................................................................... 26 V-3 . Late Proposals ....................................................................................................................... 26 V-4 . Disputes ............................................................. ..................................................................... 26 V-5. Proposer Certifications ................................. ........................................................................ 26 V-6 . Nondiscrimination .. .................................................... ............................................................ 27 V- 7. Proposed Liability ............ .................. ........................................................ ............................ 28 V-8 . City Requests for Clarification , Additional Research. and Revisions ........................... 28 V-9 . Rejection of Proposals ................ ............................................... ................... ... .. .................. 28 V-10. Modification or Withdrawal of Proposal by Consultant ...................... ......... .................. 29 V-11 Duration of Proposal ................................................................................ ........................... 29 V-12 . Local , State . and Federal Requirements ........................................................................ 29 V-13 . Attachments to TO RFP .. .. ........................................................... ................. .............. 30 ATTACHMENT A-AGREEMENT FOR PROFESSIONAL SERVICES .............................. 30 ATTACHMENT 8- PROPOSAL CERTIFICATION STATEMENT ...................................... 30 ATTACHMENT C- EXHIBIT 10Q, DISCLOSURE OF LOBBYING ACTIVITY ................... 30 ATTACHMENT D- NON-COLLUSION AFFIDAVIT ............................................................. 31 ATTACHMENT E - FAIR EMPLOYMENT PRACTICES VERIFICATION ........................... 31 4 SECTION I - PROJECT INFORMATION
1-1. PROJECT BACKGROUND
The City of Laguna Niguel ("City") is requesting Proposals from qualified consultants to provide services resulting in completion of the final plans, specifications, estimates and right-of-way acquisition for a ready to bid construction project to implement the Preferred Alternative of the La Paz Road Mobility Enhancements and Permanent Repair improvement project from Aliso Creek Road to Crown Valley Parkway ("Project"). The selected firm shall furnish all expertise, labor, and resources to provide complete services necessary to fulfill the requirements for the specified work detailed within this RFP. Any changes to this RFP shall only be made by written Addenda.

La Paz Road, between Aliso Creek Road and Crown Valley Parkway, is a primary north/south arterial highway within the City, four lanes divided. The existing roadway through portions of the project limits includes two 12-feet wide travel lanes, 5-feet wide Class II bike lanes, and 5-feet wide sidewalks in each direction along with a variable width raised and landscaped median island. A portion of La Paz Road is operating on a temporary basis with one vehicle lane in each direction adjacent to Laguna Niguel Regional Park due to ground movement in that area adversely impacting the westerly side of the roadway. As a part of the Project Approval and Environmental Documentation (PAED) phase for this Project, the Orange County Transportation Authority (OCTA}, on October 13, 2025, approved an amendment to the Master Plan of Arterial Highways to down scope La Paz Road to a "Divided Collector Arterial" roadway consisting of two-lanes divided, from Aliso Creek Road to Crown Valley Parkway.

La Paz Road was originally constructed in the 1960s as a two-lane roadway. The City was incorporated in 1989 and assumed ownership of the roadway from the County of Orange. As a result of incremental property development over time, and a 1997 City project, the roadway was widened to its existing cross section. Adjacent to the Regional Park, the widening of the westerly segment included crib-wall retaining structures and compacted fill. In the late 1990's, the widened roadway started showing distress along the boundary with the Regional Park. The City has actively monitored this particular segment of La Paz Road since that time and has periodically observed incremental movement of the roadbed and the slope below. The roadway distress increased and, in 2001, based upon geotechnical recommendations, the City installed shear pins through this area to slow or stop the ground movement. In 2008, a series of caissons were also installed. The shear pins and caissons have provided varying degrees of success throughout the years.
5 In 2022, the City contracted an engineering study and geotechnical analysis along La Paz Road between Rancho Niguel Road and Kings Road. The studies included analysis of the existing conditions of the roadway, the westerly slope and the underlying soils to assess recent and significant earth movement that damaged the roadway. The City closed the number two southbound lane due to this damage. The goal of the 2022 study was to provide recommendations for the slope and roadway to allow the closed southbound lane to be re-opened to traffic. The underlying ground movement also had to be addressed so that the roadway could be adequately repaired for the long term.

Subsurface evaluations consisted of drilling, borings and logging. This work resulted in the following recommendations to mitigate the observed slope movement: 1) Shear Pin/Tieback System - Construct two rows of 70-foot-deep shear pins with tiebacks or 2) Slope Burden Removal - Remove 20 feet of existing material at the top of slope.

In early 2023, the City observed more severe movement of the pavement and sidewalk within the area adjacent to the Regional Park. This movement caused significant damage to the roadbed and sidewalk on the westerly side of La Paz Road. Several attempts by the City to repair the damaged road were unsuccessful and the City made the decision to close both southbound lanes, bikeway and sidewalk to vehicular and non-vehicular traffic as of May 2023. This condition and the desire to enhance mobility options in the area prompted the development of the L TCAP Grant Application for the Climate Resiliency Efforts for La Paz Road (Aliso Creek Road to Crown Valley Parkway) Project.

In 2024, the City implemented an interim project to restore two-way traffic between Rancho Niguel Road and Kings Road. That roadway configuration is in effect as of today.

While this temporary solution restored two-way traffic on La Paz Road, the City committed to a permanent solution and mobility enhancements to the full extent of La Paz Road from Aliso Creek Road to Crown Valley Parkway.

The La Paz Road Mobility Enhancements and Permanent Repair Project will implement a road diet to reduce the number of lanes in each direction from two to one; geotechnical mitigation; the transformation of the existing Class II bicycle lanes to Class IV protected bikeways; pedestrian facility improvements; traffic flow improvements including roundabouts at two intersections; and the enhancement of landscaping and lighting facilities. This Project will promote climate resilience and mode shift by offering new and inviting bicycle facilities and pedestrian access separated from vehicular traffic. The Project will reduce greenhouse gas (GHG) emissions and is expected to decrease vehicle miles traveled (VMT).

During 2025, the City retained Mark Thomas, Inc., to complete the PAED phase with both NEPA and CEQA clearance, including selection of the Preferred Alternative for 6 implementation. CEQA clearance was approved by the City Council in the form of a Categorical Exemption. NEPA clearance is under review by Caltrans in the form of a Categorical Exclusion. The PAED documents are provided as references.

The PSE-RW phases and Construction phase of the Project are funded with Federal funds and Local funds. Therefore, all procurement of professional services and construction work, including for this RFP, shall conform to both Federal and State requirements. The Consultant Selection Process will be consistent with Caltrans Local Assistance Procedure Manual, Chapter 10, Consultant Selection. The selected consultant will enter into the City's standard Professional Services Agreement, as amended to include all related Federal regulations, to provide the proposed services.

In accordance with Caltrans Policy Statement "#25-07: Suspension of Disadvantaged Business Enterprise Program", effective October 3, 2025, Disadvantaged Business Enterprise (DBE) attainment goals are suspended. This Project will not have a DBE attainment goal.

The City of Laguna Niguel is committed to equal employment opportunities in all services provided to the City.
1-2. CITY BACKGROUND
The City of Laguna Niguel is a 14.7 square mile suburban community with a population of approximately 67,000 located in Orange County, California. The City was incorporated on December 1, 1989, as a master planned community. The City is known for its mild coastal climate, low crime rate, and its numerous parks and public trails. 1-3. PROJECT GOALS
The PSE and RW Acquisition phases of this work effort shall be completed per the scope of work, ultimately leading to the completion of construction of the Project. These phases shall attain the following goals:
• Utilizing the 35% plans, survey, geotechnical data and environmental clearance documents prepared in the PAED phase, develop 65%, 90% and 100% plans, specifications and probable construction cost estimates (PSE) and provide right of way (RW) acquisition services.
• Supplement the design work effort with as-needed land surveying and geotechnical investigations, if any.
7 • Perform a formal Value Engineering of the Project and recommend changes to the design concept to reduce Project costs.
• Comply with the Caltrans Local Assistance Procedure Manual for all aspects of Project approval by City and by the District Local Assistance Engineer. • Perform Right-of-way Acquisition Services compliant with Federal Regulations. • Provide Public Outreach support services to keep community stakeholders informed of the Project's progress.
• Assist with the Completion of all Caltrans and California Transportation Commission (CTC) forms, reports and financial documents, as necessary, to gain State/Federal Authorization to Advertise the Project for Construction. • Engage the Institute for Sustainable Infrastructure (ISi) Envision Rating System in all work phases, apply Envision principles and sustainability framework in all aspects of the Project and apply for and pursue ISi Project Credit Verification at both design completion and construction completion to reach the highest feasible level of an Envision Award Designation .
1-4. SCOPE OF WORK
Qualified Consultants must have experience with and have completed multiple PSE and RW phased projects of a similar scope of work and funding. The following tasks and deliverables are required. Consultant shall include any tasks they deem necessary to complete the scope of work and may offer additional services which will improve the furtherance of the goals of this Project.

Task 1: Project Management
Provide project management for the entire duration of the Project and coordinate with the City and other key stakeholders. The Consultant shall conduct a project kick-off meeting with the City designated consultant Program Manager and City staff. At the kick-off meeting, key members will be introduced , and the following will be discussed: scope of work, project approach, work plan, deliverables, schedule, public outreach support plan, and additional requests for information .

The Consultant shall conduct monthly progress meetings with the Program Manager and City staff. The Consultant will schedule these meetings on a consistent and mutually agreed date. Consultant shall provide meeting minutes within 10 calendar days of the meeting conclusion for all participants. The consultant should expect to hold the kickoff meeting within 30-days of the awarding of the Agreement. This task shall also include attendance and presentation at one (1) Traffic and Transportation Commission Meeting and one (1) City Council Meeting for final Project presentation and approval of the Plans and Specifications.
8 The Consultant shall provide a robust project controls and financial management system to keep the project on schedule and budget, to the City's satisfaction and meeting Federal requirements.

The PSE and RW phases shall be completed in an expeditious timeframe with a goal of completion in a twelve-month period, post issuance of the Notice to Proceed to the Consultant.

Deliverables :
1) Project scope, schedule and controls.
2) Project kick-off and progress meeting agendas, meeting materials, and meeting notes.
3) Prepare, attend, and present at Traffic and Transportation Commission and City Council meetings.
4) Additional data/information request; informational materials (e.g., handouts, exhibits, data tables, etc.) for the meetings listed above. 5) Monthly project scope accomplishment updates and schedule updates.

Task 2: Design Services
a) Research & Review Available Data - Consultant will compile and review all related records and documents from the City as are available. Document research to include the 35% Plans and Environmental Clearance documents associated with the PAED phase, County, City, utility, and other pertinent record holders (if any).

Records should include existing street, signal, storm drain, gas, electric, communications, sewer, and water main improvement plans, traffic volume data, topographic data maps, geotechnical reports, environmental reports, street and utility plans, subdivision maps, survey centerline and private property monument data, and other pertinent information.

Deliverables :
1) A compilation of all findings.
2) All records submitted to the City upon Project completion. b) Utility Research & Notification - Consultant will expand upon the local utility investigation prepared at the PAED phase to confirm the most recent contacts for all affected utilities and cross-reference the findings with any information provided by the City. Each company will be initially contacted with a first utility notice letter to inform them of the upcoming project and request information pertaining to their utilities such as verification of the sizes, depths, and locations of their underground and aboveground lines, facilities, and substructures within the project vicinity.

Once the requested information is received from the utility owners, the consultant will cross-check the plotted locations with field review information to ensure the existing utility lines are shown in their proper locations. The compiled information 9 will be integrated into the design plans and provided to all affected utility owners with the second utility notification letter seeking confirmation of utility information.

Consultant shall hold at least one group utility owners meeting to confirm everyone's understanding of the project and that all data has been collected.

Consultant shall ensure that the PSE package is compatible with all utilities to be impacted or otherwise modified within the project area. Consultant will meet with the affected utility owners throughout the development of the PSE phase as needed. If it is determined the PAED phase utility research data gathered is not sufficient to accurately determine the locations of the utilities or there is a concern that conflicts may exist that require field excavation verification, the recommendation will be made for utility potholing to be conducted prior to construction. Consultant will assist with the preparation of a field verification of utilities, if needed.

Consultant shall develop a Risk Register for the utility and related project issues.

Deliverables:
1) Figures/Maps Documenting Research Results.
2) Contact Letters/Correspondence .
3) First Utility Contact Letter. Second Utility Contact Letter. 4) Utility Summary Conflict Exhibit.
5) Summary (or checklist) Summarizing Research Source and Findings. 6) A Risk Register.
7) Minutes of the group utility owner meeting(s)
8) Utility Field Verification scope of work and plans, if needed. c) Topographic Survey - Consultant will utilize the Topographic Survey of the entire Project area as provided in the PAED phase. Consultant shall be responsible for any supplemental survey needed to complete the PSE and RW phases. d) Cross-Section Survey - Consultant shall provide right-of-way to right-of-way cross section surveys at 50' stations, or less as needed, to support the final design and right-of-way acquisition .

Design level survey standards are to be based on USGS NAD83 and NAVD88 datums. The Consultant shall confirm the survey ground control and maintain survey control throughout the design scope of work.

All surveys are to be performed according to the current "Caltrans Surveys Manual", the California Spatial Reference Network and the Orange County Surveyor standards. Work not covered by the manuals shall be performed in accordance with accepted professional surveying standards as typically approved by Caltrans. Mapping shall be developed in accordance with the current Caltrans surveying standards and the standards of the Orange County Surveyor. Survey 10 information shall use latest state plane coordinates and elevations. Assumed coordinates and elevations shall not be used.

Deliverables:
1) All survey base data files.
2) Survey control datum.
3) Cross-section survey data in electronic and plotted format. 4) Right-of-way acquisition surveying, as needed.
5) Documentation of all existing survey monuments to be protected during construction and restored after construction.
e) Site Evaluation - Consultant will schedule a site inspection and evaluation.

Consultant will verify records, drawings and data, evaluate pavement and concrete infrastructure conditions, identify proposed improvements and requirements for private property improvements, and confirm the PAED phase inventory of, and add any new information of, existing manholes, valves, pull boxes, survey monuments, roadway signage, existing pavement markings, raised median islands, traffic signal equipment and loops, and other surface features . Street level photographs shall also be taken of key project areas.
f) Environmental Study Area - Consultant shall, at all times, limit their work to be within the Environmental Study Area (ESA) as established in the PAED phase. g) Geotechnical Investigation - Consultant will review the geotechnical investigations and report as prepared in the PAED phase and previous studies. The Consultant shall conduct additional geotechnical investigations of the proposed limits of the project as necessary to provide final geotechnical recommendations to complete the PSE and RW phases.

Deliverables:
1) Geotechnical Final Report Supplement.
h) Prepare Design Plans at 65%, 90% and 100% completion. Consultant shall perform the following:
1) Create Civil Design Base Sheets - Consultant will provide base sheets that are prepared through the compilation of the researched records, survey data, cross-sections , site visit findings, and utility records obtained from plans from utility companies. All plans shall be developed at 1" = 40' scale, or 1 "=20" as needed, using the latest AutoCAD Civil 3D software and drafted using conventional line style with text annotation stored as a separate layer and meeting the standards of the City of Laguna Niguel. The Base Sheets shall match the perimeter of the Environmental Study Area as determined in the PAED phase, NEPA clearance and CEQA clearance . Base sheets shall be 24" by 36" in size.
11 2) Civil Design of the Project shall be in accordance with the Caltrans Highway Design Manual; California Manual of Uniform Traffic Control Devices; Standard Specifications for Public Works Construction (Green Book); Greenbook Standard Plans; and City Codes and Standards. Efforts under this task shall include the preparation of, but not be limited to, the following plan set sheets:

Title Sheet, Notes Sheets, Geometric Plans and Profiles Sheets, Grading Sheets, Construction Traffic Control and Detour Sheets, Drainage Sheets supported by hydrology studies and hydraulic analysis, Water Quality Management Plans in compliance with NPDES, Detail Sheets, Lighting Sheets, Landscape Sheets, Irrigation Sheets, Retaining Wall and Monument Design Sheets, Striping Sheets and Signing Sheets.

Plans shall include all work contemplated in the 35% design plans, the Project description, the Project funding application and the environmental clearance documents, whether or not identified in the writings of this RFP or otherwise in the attachments thereto, to conform the final design to the intent of the Project.

The Consultant shall verify the proposed improvements can be constructed within the existing or proposed roadway right-of-way. The Consultant shall also identify and design any modifications to existing improvements required to construct the Project.

All aspects of the Project shall comply with federal 2010 ADA Standards, Title 24 of the California Code of Regulations (which contains California building regulations), and local code, whichever provides the greatest access. Private­ funded improvements within the public Right of Way are also required to comply with the federal 2010 ADA Standards or with Title 24, whichever code offers the greatest access or protection to individuals with disabilities. All new and altered pedestrian facilities such as, but not limited to, sidewalks, crosswalks, pedestrian overpasses, underpasses, and ramps must be made accessible to persons with disabilities in accordance with federal and state accessibility standards on all federal-aid projects.
3) Landscape Design of the Project shall comply with the City's landscape theme.

Irrigation Design of the Project shall comply with the City's Water Efficient and Landscape Regulations. Landscape design shall include all median islands, parkways, roundabouts, rest stops overlooking the Regional Park, restoration of private property within Temporary Construction Easements disturbed due to the Project and the design of both the Monument Sign at the northeasterly corner of La Paz Road and Yosemite Road, "Lake Park Sign", and associated landscape improvements. Coordination with the affected private property owners and with the Orange County Parks Department to be provided to the City's satisfaction.
i) Right-of-Way. Identify the required right-of-way acquisition needs to allow for construction of the project. Prepare legal descriptions, plats and acquisition 12 documents. The PAED phase identified four minor required right-of-way acquisitions to fulfill the proposed roundabouts, miscellaneous temporary construction easements and the relocation/reconstruction of an HOA monument sign withing public right of way. See Task 3 below for further obligations. j) Probable Construction Cost Estimates and Value Engineering - Consultant will identify probable construction cost estimates at each plan submittal stage (65%, 90%, 100%), considering the current cost environment and the expectation the project will not begin construction for up to 12 months. Consultant will assess construction costs, utility relocation costs, right-of-way acquisition costs and impacts to residents and businesses associated with the final design. Consultant shall provide a Value Engineering analysis of options to reduce the cost of the project without adverse impacts to the intended benefits of the Project. k) Bid Set Specifications - Provide bid set specifications , based upon the City standard form specifications at the 90% and 100% plan submittal stages.

Specifications to be based upon the City's standard template, the Standard Specifications for Public Works Construction, 2024 edition, and any Technical Specifications as necessary to address work not in the Standard Specifications.

Deliverables:
1) 65%, 90% and 100% plan sets.
2) 90% and 100% Specifications
3) Ready to bid plans and specifications .
4) Probable Construction Cost Estimates at each submission of plan sets with appropriate contingency allowances.
5) Right of way acquisition identification .
6) Value Engineering Analysis and Recommendations.

Task 3: Right-of-way Acquisition services including Right-of-way Engineering Consultant shall provide all right-of-way acquisition services including right-of-way engineering in accordance with all applicable federal and state regulations to allow the City to acquire right-of-way necessary to implement the project.

Services shall include using publicly available data and other real estate resources to confirm the ownership, land use, zoning, lot size, and improvements for each affected property. All four parcels currently identified as requiring a partial acquisition are known to be open space landscape areas. Miscellaneous temporary construction easements will also be required.

Perform a desktop inspection of properties to confirm the probable acquisition type (fee, easement , temporary construction easement, etc.) including identifying existing uses or personal property to be relocated (if any). Perform right-of-way engineering, including land surveying, to determine the fee and/or easement area (including temporary construction easements) that will need to be acquired for each impacted property using 13 survey data, design data and assessor boundary information. Facilitate the City's procurement of Preliminary Title Reports with Litigation Guarantees.

Perform appraisals of all right-of-way acquisition parcels to determine acquisition valuations. Communicate and negotiate with owners to reach an agreed price for the acquisitions .

Assist the City to facilitate an agreement for the relocation/reconstruction of an HOA monument sign (La Paz Road at Yosemite Road for the Lake Park HOA) that will likely be impacted by the Project.

Deliverables :
1) Determination of right-way acquisition needs and type. 2) Right-of-way surveying and engineering, including plats and legal descriptions of property to be acquired or used for temporary access. 3) Appraisals of Fair Markey Value of each acquisition area. 4) All-inclusive acquisition services including all property owner communications and negotiations and escrow services, if any, meeting Federal Regulations and Compliance.
5) Assistance with the procurement of Preliminary Title Reports with Litigation Guarantee for all parcels
6) Facilitate communication, and, if necessary, an Agreement with Lake Park HOA for the relocation of the monument sign as a Project obligation.

Task 4: Community Engagement
Stakeholder engagement is critical to the success of this Project. The Consultant shall utilize relevant and comprehensive strategies to prepare information and graphics to inform the residents in the community about the status of the Project. It is expected the Consultant will support the City's communication with the community . The Consultant shall facilitate up to three community engagement events, if scheduled by the City.

The Consultant shall propose a Public Outreach Plan that supports community outreach, includes at least three events and a schedule to accomplish the community engagement tasks. The Public Outreach Plan shall include a strategy to inform the community of the Project (see the City's website for currently provided information), provide regular updates, and offer channels for participation and feedback. The Public Outreach Plan shall include multiple methods of communication to ensure participation from stakeholders. Consultant shall submit all public outreach material to the City for review and modification before the material is posted by the City or by the Consultant. The City will assist with mailings (if any) and placing materials on the City's website .

Deliverables :
1) Community and stakeholder outreach plan.
2) Materials with graphics, information for education and Project implementation.
14 3) Support of the City's project website
4) In-person meeting attendance at community and stakeholder outreach meetings, if scheduled by City.

Task 5: Envision Rating System
Consultant shall register the Project with the Institute of Sustainable Infrastructure (ISi) and complete all steps and rating system checklists, with full documentation, consistent with the requirements of the ISi, to utilize the Envision Rating System for the Project in the preparation of the PSE phase and make recommendations for its continued use throughout the Construction phase. City will pay the Registration Fee. Seek to qualify this Project for the highest Envision award at completion of design and construction.

Consultant shall complete all Envision rating steps as described in the attached "La Paz Envision Roadmap Draft" and attachments thereto and as required/recommended by ISi.

Deliverables:
1) Documentation of the use of the Envision Rating System. 2) Documentation of one or more Envision Sustainability Professional(s) working on the Project.
3) Award of the highest feasible Envision Rating for the Project 4) All associated documentation
Task 6: Access to City Reports and Resources
Consultant shall review the reference documents below described as are being provided as additional documents on PlanetBids.

1. PAED 35% Design Plans

2. PAED 35% Right of Way Plans

3. Concept Lake Park HOA Monument Sign

4. PAED CEQA Categorical Exemption with all Technical Studies

5. Geotechnical Evaluation of La Paz Road Landslide (Updated December 17, 2025) by Verdantas

6. PAED NEPA PES form with all Technical Studies (Caltrans NEPA determination is pending)

7. La Paz Envision Roadmap Draft with Attachments A, 8 and C

8. La Paz Road Long-term Phase II Improvement Plans, November 17, 2023, by Mark Thomas.

9. La Paz Road L TCAP Grant Application, July 31, 2023, by City.

10. Predesign Report and plans for La Paz Road Earth Movement Evaluation, April 2023 by Psomas.

11. Summary Report, Limited Geotechnical Distress Evaluation of a Portion of La Paz Road, Laguna Niguel, California, November 16, 2018, by LGC.

12. Limited Subsurface Geotechnical Investigation of Distressed Southbound Street and Shoulder Improvements Between Approximate Streets Stations of 38+58 and 40+44, La Paz Road, Laguna Niguel, California, January 31, 2007, by GMU.

13. Crib Wall Design for La Paz Road, August 24, 1993, by Nu-Lock. 15 14. Geotechnical Study for the Proposed Widening of La Paz Road from Laguna Niguel Regional Park to Kings Road, Laguna Niguel, California, January 11, 1993, by M&T Agra.

15. Tract 9674- La Paz Road Improvement Plans, May 15, 1980, by John G. Goetten.

16. Tract 13005 - La Paz Road Improvement Plans, December 8, 1987, by Hunsaker.

17. Tract 12969 & 13229 - La Paz Road Improvement Plans, May 11, 1988, by John G. Goetten.
11-1. RFP TIMELINE
The following is the anticipated RFP Timeline. The City reserves the right to make changes to the RFP Timeline for selection and award of the Agreement. Any changes in this RFP will be made by written Addendum.

Milestone Date
RFP Issued February 24, 2026
Deadline for RFP Questions March 16, 2026, 12:01 pm, PDT City Response to Questions March 23, 2026
RFP Submittal Deadline March 31, 2025, 4:00 pm, PST ("RFP Due Date") Tentative Interviews Schedule TBD
Tentative Award of Agreement Pending CTC PSE/RW Funding Allocation anticipated in May/June 2026
11-2. RFP QUESTIONS AND RESPONSES
Consultants interested in submitting a Proposal are prohibited from contacting other City staff or City Council Members in connection with the RFP prior to City Council award of the Agreement.

Please submit any questions pertaining to the RFP through the City's electronic procurement system (PlanetBids) on or before the Deadline for RFP Questions. No 16 questions will be accepted via phone or email. Once all questions are received, the City will summarize all questions and their responses in an addendum to the RFP. The addendum will be posted to the City's electronic procurement system (PlanetBids):
https://pbsystem.planetbids .com.

In case additional clarifications need to be provided after the question response posting date and before the RFP due date, the City will post additional addenda to PlanetBids.

Each Consultant is responsible for obtaining all addenda prior to submitting a Proposal and shall acknowledge in its Proposal the receipt of each addendum as part of its Proposal. Failure of Consultant to acknowledge receipt of all addenda as part of its Proposal may result in rejection of its Proposal.
11-3. RFP DUE DATE AND OPENING
Proposals are due on or before the RFP Submittal Deadline.

Proposals are to be addressed to the City Contact:

City of Laguna Niguel (City Hall)
c/o Harrison Martin
30111 Crown Valley Parkway
Laguna Niguel, CA 92677
Consultant shall deliver the Proposal in two ways as described below.

1. Consultant shall deliver the Proposal Package to the City either in person or by mail in one (1) sealed package marked on the outside, "PROPOSAL FOR LA PAZ

ROAD PSE AND RW PHASES SERVICES, DO NOT OPEN WITH REGULAR MAIL." Consultant shall include three (3) hard copies of the Proposal in the sealed package. Consultant shall also include one (1) hard copy of the Cost Proposal in a separate sealed envelope within the sealed package, bearing the Consultant's name and address, and clearly marked as follows: "COST PROPOSAL FOR LA PAZ ROAD PSE AND RW PHASES SERVICES."
AND

2. Consultant shall also submit a PDF copy of the Proposal through PlanetBids. Do not submit the fee schedule through this portal.
17 It is the sole responsibility of the Consultant to ensure the Proposal was received by the RFP due date and time both at City Offices and at Planetbids. Late Proposals will not be accepted. The City will not publicly open or read Proposals aloud. 11-4. RFP EVALUATION PROCESS
This RFP Evaluation Process shall be governed by Chapter 10 of the Caltrans Local Assistance Procedure Manual and City procedures. The evaluation and selection process are based on consideration of various factors as described below. Accordingly, the City reserves the right to waive technical errors, alter submission dates, issue subsequent requests for information, etc.

An Evaluation Committee comprised of City staff will review and score all Proposals based on the Evaluation criteria stated below. The Consultant selection will be made based on the recommendation of the team determination of the best qualified Consultant and presented to the City Council for approval to award the Agreement. The individual rating and/or evaluation forms prepared by the team members will not be revealed; however, a summary of the evaluation results will be presented to the City Council.

During the evaluation process, the Committee may, at its discretion, request three or more Consultants to make oral presentations by participating in an interview. Interviews may be in-person or may be virtual at the City's discretion. Such presentations will give Consultants a chance to answer any questions the Committee may have on their Proposal. Not all Consultants may be asked to make such oral presentations. The interview process will focus on the key personnel proposed by the Consultant to perform work for this Project, the Scope of Work and the pertinent Consultant experience . The City may also request the presence of the Consultant's principal-in-charge, if necessary.

The City of Laguna Niguel will review and evaluate the Proposals based on the following factors and scoring criteria to select the most qualified Consultant: Please see next page.

PROPOSAL SCORING :

Criteria Max points Score
Understanding of the Scope of Work 25
Experience with similar Work and review of References 20 Qualifications of Staff 20
18 Demonstrated Technical Ability & Schedule Control 20 Capability of developing innovative or advanced solutions 5 Familiarity with State and Federal procurement and 5
project implementation procedures
Financial Management and Accounting System 5
Total 100

1. Understanding of the Scope of Work - Consultant demonstrates a complete understanding of the scope of work and the work site.

2. Experiences with similar kinds of Work and review of References - Consultant demonstrates experience with the same scope of work as defined in this RFP and provides references to confirm said experience.

3. Qualifications of Staff - The designated Project Manager must be able to perform as the sole point of contact and provide day-to-day direction to team members and subconsultants. Expertise and background of the Project Manager and each key team member, their availability to participate on this Project, and overall firm capabilities to meet the needs of the Project and City will be evaluated.

4. Demonstrated Technical Ability and Schedule - The proposed Project approach and services the Consultant is capable of providing and the approach taken to meet the needs of the City. The Consultant understands the City's specific issues and can identify and meet the Project challenges. Strategies to provide effective public outreach should also be demonstrated. The Consultant provides a Project schedule, including public outreach events, and describes techniques to monitor schedule and complete the Project within the proposed time frame.

5. Capability of developing innovative or advanced solutions - Demonstrated ability to present alternative solutions to attain the Pro.ject outcomes with shorter timeframes and reduced costs.

6. Familiarity with State and Federal procurement and project implementation procedures - Consultant demonstrates experience with and successful implementation of all required State and Federal regulations related to the Work of this Project.
19 7. Financial Responsibility - Consultant demonstrates the financial capacity to perform the work and to follow financial reporting requirements as required by State and Federal regulations. Contracts must not be awarded to a consultant without an adequate financial management and accounting system as required by 48 CFR 16.301-3, 2 CFR 200, and 48 CFR 31.

Selection by the City shall be based on demonstrated competence, on the professional qualifications necessary for the satisfactory performance of the services required, and the schedule of work. The City and selected Consultant shall then enter a review of their proposed professional fees. Award of the Agreement will be made to ensure that such services are engaged based on demonstrated experience and qualifications at fair and reasonable prices to the City.
11-5. REQUEST FOR COUNCIL ACTION
Following evaluation and rating by the City's Evaluation Committee, the City will recommend a Consultant for award of the Agreement at a City Council Meeting. The selected Consultant will enter into the Professional Services Agreement with the City based upon the contents of the RFP and the Consultant's Proposal. The Award of the Agreement shall only occur following an approval of funding allocation for the PSE and RW phases by the California Transportation Commission anticipated in May 2026.

Consultants not chosen will be informed following the City Council Meeting. 11-6. EXECUTION OF AGREEMENT
A sample Professional Services Agreement is attached herein as Attachment "A". The term of the Agreement will begin once the Agreement is fully executed, and a W9 and a certificate of insurance and related insurance endorsements that meet the City's requirements have been received and approved.
11-7. ACCEPTANCE OF AGREEMENT AND TERM
After the City Council awards the Agreement, the City and Consultant shall work to fully execute the Professional Services Agreement (Attachment "A"). The term of the Professional Services Agreement will be for one year or until this RFP's Scope of Work is completed.
20 111-1. GENERAL INFORMATION
The City reserves the right to retain all Proposals submitted. Submission of a Proposal indicates Consultant's acceptance of the conditions contained in this RFP, unless clearly and specifically noted in the Proposal submitted and confirmed in the agreement between the City and the Consultant selected.

The City reserves the right to reject any or all Proposals, in whole or part, to waive any informality in any Proposal, and to accept the Proposal which, in its discretion, is in the best interest of the City. Any Consultant may withdraw their Proposal, without obligation, before the RFP due date. A withdrawal will not be effective unless made in writing to the City Contact prior to the RFP due date. Proposals may later be referred to the City Council for appropriate action.

Proposals must be valid for a minimum of 120 days.
111-2. PROPOSAL SUBMISSION REQUIREMENTS AND RESPONSE
FORMAT
Consultant is responsible for preparing a well-organized and concise written Proposal.

Emphasis should be on completeness, clarity of content, and efficiency of the Proposal.

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

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

1. Letter of Transmittal including acceptance of City Professional Services Agreement (See Attachment A)

2. Proposal Certification Statement (See Attachment B)

3. Key Personnel summary, Staffing Plan and Organizational Chart (place resume's in an appendix)

4. Experience and references

5. Project Approach/Scope of Work

6. Financial Management and Accounting System in use that meets federal requirements

7. Project completion Schedule

8. Exhibit 1 0Q (See Attachment C) download from Caltrans site 21 9. Non-Collusion Affidavit (See Attachment D)

10. Fair Employment Practices Verification (See Attachment E)

11. Cost Proposal (separate sealed envelope) on a total Cost-Plus Fixed Fee basis Additional guidelines for the mandatory information and/or requirements listed above are described in the next sections.
111-3. LETTER OF TRANSMITTAL
Identify Consultant's legal name and contact information, including corporate office and local office address, telephone number, website address, and e-mail address. Summarize key elements of the Proposal. Consultant shall affirmatively state that they have reviewed and are ready to execute the City's standard form Professional Services Agreement, as amended to incorporate Federal regulations, (Attachment "A") in its Letter of Transmittal.

The letter must also stipulate that the cost Proposal will remain valid for a period of at least 120 days. The letter shall be signed by an individual or individuals authorized to execute legal documents on behalf of the Consultant.
111-4. CERTIFICATION STATEMENT
All submitted Proposals must contain a signed certification statement (see Attachment "B").
111-5. KEY PERSONNEL
Identify the name and specific qualifications, experience, availability, and appropriate licenses held of the key personnel assigned to the project in a summary paragraph for each individual. Include a one-page resume for the assigned staff member(s) in an appendix. Provide a description and availability for any additional key staff who will aid in accomplishing the scope of work. Include any subconsultants which Consultant proposes to use for any portion of the services. At least one of the key personnel shall be a Professional Civil Engineer licensed to practice in the State of California and, as well, at least one key staff member shall be an Envision Sustainability Professional (as certified by the Institute for Sustainable Infrastructure). Provide an Organizational Chart I Staffing Commitment.

Consultant shall also identify a Management Contact (a representative authorized to sign an agreement for your firm and act as the primary point of contact). The successful Consultant may only change the Management Contact, staff, and specialists with prior 22 written permIssIon of the City. Provide documentation of the Management Contact's contracting authority.
111-6. EXPERIENCE AND REFERENCES
Provide a list of representative projects undertaken by Consultant in the last five (5) years demonstrating experience in providing similar services. Identify the organizations for which the work was performed and provide the current names, telephone numbers, and email addresses of persons who can be contacted. The representative projects shall include the development of PSE design services including experience with the design of roundabouts, RW acquisition services, public outreach services, and the Envision Rating System. For each project, the Consultant shall provide a project summary and project budget.
111-7. PROJECT APPROACH/SCOPE OF WORK
Provide a detailed work plan, including a detailed task description proposed for each element of the Scope of Work described in this RFP as well as any additional/optional work recommended by the Consultant. The Proposal will discuss the Consultant's understanding of the project and how the Consultant will conduct each task, in sufficient detail to demonstrate Consultant's clear understanding of the Project Goals and Scope of Work. Including potential challenges and possible solutions. Additional information or work efforts not otherwise identified herein which, in your opinion, should be included must be clearly identified.

The Consultant's Proposal shall recommend a Public Outreach Plan with strategies that will provide the most stakeholder participation and input. The Consultant shall provide specific tools and communication mediums that will be used to engage stakeholders and collect input.
111-8. FINANCIAL MANAGEMENT AND ACCOUNTING SYSTEM
An Agreement shall not be awarded to a consultant without the determination that there is an adequate financial management and accounting system in place, as required by 48 CFR 16.301-3, 2 CFR 200 et seq, and 48 CFR 31 et seq. Provide an explanation and documentation that the Financial Management and Accounting System meets the requirements .
111-9. PROJECT SCHEDULE
23 In addition to the workplan, provide a schedule depicting the sequence and duration of tasks that details how the proposed scope of work will be organized and executed in a timely manner. Provide the schedule in a Microsoft Project or equivalent format. 111-10. CAL TRANS EXHIBIT 10Q
All submitted Proposals must contain a fully completed and signed Exhibit 1 0Q (Attachment "C") Disclosure of Lobbying Activities. Download the Exhibit from the Caltrans site.
111-11. NON-COLLUSION AFFIDAVIT
All submitted Proposals must contain a fully completed and signed Non-Collusion Affidavit (Attachment "D") attached hereto.
111-12. FAIR EMPLOYMENT PRACTICES VERIFICATION
All submitted Proposals must contain a fully completed and signed Fair Employment Practices Verification (Attachment "E") attached hereto. 111-13. COST PROPOSAL
In a separate sealed envelope, Consultant shall provide their cost Proposal to include the total compensation on a Cost-Plus Fixed Fee basis inclusive of a detailed estimate for the mandatory Scope of Work. Provide a detailed matrix of Tasks, Subtasks, Personnel assigned, Subconsultants , hourly rates, scheduled hours, total costs and indirect cost rate. The Cost Proposal shall fully describe each Task matching the proposed Scope of Work. The Cost Proposal shall include all labor, materials, reprographics and meetings.

There shall be no line items for reimbursables.

Additional services as proposed by the Consultant shall be itemized in the same manner as described above but shall be clearly stated as Optional Services not included in the Cost-Plus Fixed Fee detailed estimate for the mandatory Scope of Work.

Consultant shall also provide a cost estimate of additional work to comply with past Disadvantage Business Enterprise obligations if such obligations become operational during the term of the Agreement and the City is subsequently obligated to conform any 24 projects with Federal Funds to that program, as best as can be understood with current information.

The Maximum Funds available for this Project PSE phase is $1,938,000, including contingencies. The Maximum Funds available for this Project RW phase is $1,642,000, including contingencies.

IV-1. CLARIFICATIONS
The City reserves the right to seek written clarification of each Proposal submitted. The City also reserves the right to require other evidence of minimum qualifications, technical, managerial, financial, or other abilities prior to selection.

IV-2. PROPOSAL EVALUATION AND SELECTION
The City will select a Consultant based on the evaluation of the submitted Proposals, determining the best qualified firm. The City reserves the right to request a Best and Final Offer (BAFO) from the top ranked Consultant. The City will recommend the award of the contract to the highest ranked and responsive Consultant.

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

V-1. PUBLIC RECORDS
Responses to this RFP become the exclusive property of the City and are subject to the California Public Records Act. Those elements in each Proposal which are trade secrets as that term is defined in California Civil Code section 3426.1 (d) or otherwise exempt by law from disclosure and which are prominently marked as "TRADE SECRET", "CONFIDENTIAL", or "PROPRIETARY" may not be subject to disclosure. The City shall not in any way be liable or responsible for the disclosure of any such records including, without limitation, those so marked if disclosure is deemed to be required by law or by an 25 order of the Court. Consultants who indiscriminately identify all or most of their Proposal as exempt from disclosure without justification may be deemed non-responsive .

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

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

V-3. LATE PROPOSALS
All Proposals not received by the RFP due date will not be considered or returned to the Consultant.

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

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

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

2. The Consultant is familiar with the local conditions under which the work will be performed.
26 3. The Proposal is based upon the requirements described in the RFP, without exception, unless clearly stated in the response.

4. The Consultant accepts all of the terms of the City's Agreement and warrants that Consultant will fully meet all of the insurance requirements contained therein. If the Consultant wishes to amend or modify any terms of the Agreement, such amendment or modification must be stated in particularity in the Proposal.

Proposed changes to the Agreement not stated at the time of Proposal submission will not be considered. Changes stated will be considered but may not be agreed upon by the City for contract award. If the City does not agree with such noted changes, the Consultant may withdraw the proposed change, or the entire Proposal and the City may elect to award the contract to the next highest ranked Consultant.

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

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

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

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

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

V-6. NONDISCRIMINATION
By the act of submitting a Proposal in response to this RFP, the Consultant certifies, under penalty of perjury, that the Consultant has not discriminated against minorities, women, 27 or emerging small business enterprises, or a business enterprise that is owned or controlled by or that employs a disabled veteran, in obtaining any required subcontracts.

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

V-8. CITY REQUESTS FOR CLARIFICATION, ADDITIONAL RESEARCH,

AND REVISIONS
The City reserves the right to obtain clarification of any portion of a Proposal or to obtain additional information necessary to properly evaluate a particular Proposal. Failure of a Consultant to timely respond to such a request for additional information or clarification may result in a finding that the Consultant is non-responsive and consequent rejection of the Proposal.

The City may obtain information from any legal source for clarification of any Proposal.

The City need not inform the Consultant of any intent to perform additional research in this respect or of any information thereby received.

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

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

V-9. REJECTION OF PROPOSALS
The City reserves the right to reject any or all irregularities or omissions in Proposals submitted in response to this RFP to the extent it is determined to be in the best interest of the City to do so. Furthermore, the City reserves the right to reject any Proposals or 28 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.

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

V-11. DURATION OF PROPOSAL
Proposal prices, terms, and conditions shall be firm for at least one-hundred twenty (120) days from the time and date Proposals are due. Proposals shall not be subject to future price escalation or changes of terms during both the one-hundred-twenty (120) day period and the entirety of the term of the Agreement. The Term of the Agreement is anticipated to be one year, but this is subject to a different term based upon the evaluation of Proposals.

V-12 . LOCAL, STATE, AND FEDERAL REQUIREMENTS
The City intends to select a Consultant in accordance with California law, Federal funding requirements and the City's municipal code. Selection of a Consultant under this process 29 is not a guarantee of a contract award, nor is the award of a contract for any portion of the project a guarantee of award of a contract for any subsequent work. All work is subject to the budgetary and funding constraints of the City.

The selected Consultant shall comply with all federal, state, and local laws, regulations, executive orders, and ordinances applicable to the work under the Agreement, including, without limitation, the provisions of: (i) Title VI of the Civil Rights Act of 1964; (ii) Section V of the Rehabilitation Act of 1973; (iii) the Americans with Disabilities Act of 1990; (iv) all regulations and administrative rules established pursuant to the foregoing laws; and (v) all other applicable requirements of federal and state civil rights and rehabilitation statutes, rules, and regulations including all provisions described in Chapter 10 of the Caltrans Local Assistance Procedure Manual.

V-13. ATTACHMENTS TO RFP
Below lists the Attachments to this RFP which are incorporated herein by reference. Note that Attachment A, the Sample Professional Services Agreement, is provided for your review; Attachment B, Proposal Certification Statement, is to be completed and returned with the Proposal; Attachment C, Caltrans Form Exhibit 1 0Q, is to be downloaded, completed and returned with the Proposal; Attachment D, Non-Collusion Affidavit, is to completed and returned with the Proposal; and Exhibit E, Fair Employment Practices Verification, is to be completed and returned with the Proposal.

See separate document attachment.

See separate document attachment .

SUBMIT WITH PROPOSAL
Consultant shall download, complete and submit with their Proposal the Caltrans Exhibit 1 0Q - Disclosure of Lobbying Activity. This is a "fill in" form available at: EXHIBIT 10-Q DISCLOSURE OF LOBBYING ACTIVITIES (ca.gov)

SUBMIT WITH PROPOSAL
30 See separate document attachment. Consultant shall complete Attachment D.

SUBMIT WITH PROPOSAL
See separate document attachment. Consultant shall complete Attachment E.

SUBMIT WITH PROPOSAL
31 ATTACHMENT C
Findings of Public Necessity
Findings of Public Necessity to award an Architectural and Engineering Professional Services Agreement based upon a single proposer submission for the La Paz Road Mobility Enhancement and Permanent Repair PSE-RW Phases.

I. Project and Procurement Background
The City of Laguna Niguel ("City") requested Proposals from qualified consultants to provide Architectural and Engineering (A&E) services to result in completion of the final plans, specifications, estimates and right-of-way acquisition (PSE-RW) for a ready to bid construction project to implement the Preferred Alternative of the La Paz Road Mobility Enhancements and Permanent Repair improvement project from Aliso Creek Road to Crown Valley Parkway, Cash Contract 24-10, ("Project").

Previously, as of March 16, 2026, the City completed the Project Approval and Environmental Determination (PAED) phase of the Project. The City requested the California Transportation Commission (CTC) allocate the funding for the PSE-RW design services phases at the CTC meeting of May 15, 2026, in advance of the June 30, 2026, deadline for such allocation.

The Construction Funding for this Project must be allocated by the CTC by June 30, 2027. No time extensions are allowed for the Construction Funding allocation determination.

The City of Laguna Niguel, CA prepared and issued an Architectural and Engineering (A&E) solicitation for professional services as a Request for Proposal (RFP) for the Plans, Specifications, Estimate and Right of Way Aquisition Services (PSE-RW) phases for this Project. This procurement was conducted in accordance with the Caltrans Local Assistance Procedures Manual (LAPM) Chapter 10. The required services are necessary to advance the Project toward construction and to maintain eligibility for programmed construction funding.

II. Solicitation and Advertising Efforts
The RFP for professional services was widely advertised through the online portal PlanetBids. It was specifically posted at 11 :28 AM on February 24, 2026. The due date for Proposals was 4:00 PM on March 31, 2026. Please see Attachment 1, PlanetBids Solicitation Summary. This RFP was advertised at the earliest possible time given the PAED Phase was nearing completion and sufficient information was known to allow the PSE-RW Phases RFP to be issued.

In addition to the public advertisement of the RFP, direct outreach to potential proposers was conducted at Staff's direction to encourage participation by multiple consultant firms. Email notices that the RFP was available inviting participation by Consultants were issued on February 24, 2026, to the following:

1. AECOM, Greg Hefter, [email protected], 999 W Town and Country Rd, Orange, CA 92868

2. GHD, Inc., Tapas Dutta, Tapas.Dutta@GHD .com, 320 Goddard Way, Suite 200, Irvine, CA 92618

3. HOR, Inc., David Lew, David.Lew@HDRlnc .com, 1851 E. 1st Street, Santa Ana, CA 92705

4. Kimley-Horn, Laura Forinash, [email protected], 180 E.

Ocean Blvd, Long Beach, CA 90802

5. Mark Thomas, Pat Somerville, PSomerville@MarkThomas .com, 3200 El Camino Real, Irvine, CA 92602

6. Michael Baker International, Margaret Novak, [email protected], 5 Hutton Centre Dr, Suite 500, Santa Ana, CA 92707

7. Psomas, Arief Naftali, [email protected], 5 Hutton Centre Dr, Suite 300, Santa Ana, CA 92707
On the date and time for submission of Proposals, a single proposal was received by the firm Mark Thomas, Inc., (Proposer, Consultant).

Ill. Single Proposer Determination
Staff reviewed the procurement process and determined that the solicitation was not restrictive, the advertising period was adequate, and outreach efforts were reasonable and consistent with LAPM Chapter 10 requirements. The receipt of a single proposal was not the result of an inadequate solicitation process.

IV. Consultant Proposal Review, Qualifications and Interview A Review Team for the review of the Consultant's Proposal was convened and consisted of Jason Jung, P.E., Principal Civil Engineer, City of Laguna Niguel, CA, Harrison Martin, P.E., Senior Civil Engineer, City of Laguna Niguel, CA and Kenneth Rosenfield, P.E., Consultant Program Manager, Ardurra Group, Inc.

The Review Team members independently scored the Consultant's Proposal based upon the Rating Schedule included in the issued RFP as follows:

PROPOSAL SCORING:

Criteria Max points Score
Understanding of the Scope of Work 25
Experience with similar Work and review 0 20
References
Qualifications of Staff 20
Demonstrated Technical Ability & Schedule Control 20
Capability of developing innovative or advanced 5
solutions
Familiarity with State and Federal procurement and 5
project implementation procedures
Financial Management and Accounting System 5
Total 100
The Review Team members' scores were collected and averaged. This determined a combined Proposal Review Score of 91 out of 100 points.

The Consultant was interviewed on April 16, 2026, by the selection panel and determined to fulfill the Project requirements, including technical approach, staffing, schedule , and understanding of the work. The single proposer Consultant is qualified to perform the required work and demonstrates relevant experience with similar projects.

V. Professional Services Fee Review and Funding Considerations Following the determination that Mark Thomas is the best qualified firm to perform the Project work, the Fee was reviewed. An Independent Cost Analysis was completed in accordance with LAPM Chapter 10 and the proposed cost was determined to be fair and reasonable.

If the Consultant is not awarded the Professional Services Agreement (PSA), it is unlikely that additional proposals would be received due to the capacity limitations and schedule availability of consultants in our area.

Further delay in awarding the professional services agreement to initiate the PSE­ RW Phases, immediately after the CTC allocation of PSE-RW Phases funding, would jeopardize completion of this work and the allocation of construction funding in a timely manner. It is estimated that the Notice to Proceed to initiate the PSE­ RW Phases work, following the award of the PSA, would be issued by the City as of June 1, 2026.

The Construction Funds for this Project must be allocated by the CTC by June 30, 2027. To be on the June 2027 CTC agenda, all design work, all right of way acquisition, all certifications and required Caltrans forms must be complete and submitted to and approved by Caltrans by April 15, 2027. This requires all design and right of way work to be complete in a very tight timeline of ten and one-half months. Any delay in initiating the PSE-RW Phases will jeopardize the Construction funding allocation, which said timeframe cannot be extended.

VI. Findings of Public Necessity
Based on the documentation and analysis, Staff finds that award of the Professional Services Agreement to the single proposer is in the best interest of the public, consistent with Caltrans requirements.

ATTACHMENT D
Proposal Evaluation Summary
RFP Title:

RFP Issue Date:

RFP Due Date:

Number of Proposals:

Consultant Name
MARK THOMAS, Inc.

ATTACHMENT D

PROPOSALS EVALUATION

SUMMARY SHEET
LA PAZ ROAD MOBILITY ENHANCEMENTS AND PERMANENT REPAIR - PSE-RW Phases February 24, 2026
March 31, 2026
1 Evaluation Summary
Evaluation Evaluation Ranking Average
91 1

ATTACHMENT E
Professional Services Agreement

AGREEMENT FOR PROFESSIONAL SERVICES

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

FOR

LA PAZ ROAD MOBILITY ENHANCEMENTS AND PERMANENT
REPAIR PROJECT, CASH CONTRACT NO. 24-10-PLANS, SPECIFICATIONS,

ESTIMATES, AND RIGHT-OF-WAY ACQUISITION (PSE-RW)
THIS AGREEMENT FOR PROFESSIONAL SERVICES ("Agreement") is made and entered into _____ by and between CITY OF LAGUNA NIGUEL, a California municipal corporation ("City") and Mark Thomas & Company, Inc., a California General Stock Corporation ("Consultant"). City and Consultant may be referred to individually as "Party" or collectively as "Parties."

RECITALS
A. City issued a Request for Proposals dated February 24, 2026, for the provision of certain professional Plans, Specifications, Estimates, and Right-of-Way Acquisition services ("Services") required by the City for the La Paz Road Mobility Enhancements and Permanent Repair Project, Cash Contract No. 24-10 ("Project").

B. Proposals for the Project were received, evaluated, and declared on the date specified in said notice, or as otherwise accepted and processed through those procedures and approvals authorized under the City of Laguna Niguel Municipal Code. • C. City desires to engage Consultant on an independent contractor basis to render such professional Services for the Project and Consultant desires to perform and assume responsibility for the provision of the Services on the terms and conditions set forth in this Agreement.

D. Consultant represents that it is familiar with the plans of City, licensed in the State of California, experienced in providing Plans, Specifications, Estimates, and Right-of-Way Acquisition services to public clients and fully qualified to perform the Services by virtue of its experience and the training, education and expertise of its principals and employees.

NOW, THEREFORE, 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:

AGREEMENT
ARTICLE 1. SERVICES OF CONSULT ANT

1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Consultant shall provide those services specified in the "Scope of Services" attached hereto as Exhibit A and incorporated herein by this reference, which may be referred to herein as the "services" or "work" hereunder. As a material inducement to City entering into this Agreement, -I-
Consultant represents and warrants: a) all services set forth in the Scope of Services will be performed in a competent and satisfactory manner; b) all materials used for services will be both of good quality as well as fit for the purpose intended; and, c) Consultant shall follow the highest professional standards and practices in performing the services required hereunder.

1.2 Consultants Proposal and City' RFP. Consultant's proposal or bid for this Agreement ("Consultant's Proposal"), dated March 31, 2026, shall be incorporated herein by this reference as though fully set forth herein. City circulated a Request for Proposals for the services provided for herein on February 24, 2026. City's Request for Proposals ("City's RFP"), which was responded to by Consultant's Proposal, shall be incorporated herein by this reference as though fully set forth herein. The Scope of Services shall include the scope of services or work included both in Consultant's Proposal as well as in City's RFP. In the event of any inconsistency or any conflict between the terms of Consultant's Proposal (for scope of services or work, or schedule of performance), and the terms of City's RFP (for scope of services or work, or schedule of performance), the Consultant's Proposal shall govern, unless this Agreement provides otherwise.

In the event of any inconsistency or any conflict between the terms of Consultant's Proposal, and this Agreement, the terms of this Agreement shall govern. No other terms and conditions from Consultant's Proposal, other than description of scope of services or work, as well as description of schedule of performance, shall apply to this Agreement, unless specifically agreed to by City in writing.

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

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

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

1.5 Additional Services and Compensation. City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes to the work by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written order, consistent with both Section 9.4 as well as the Laguna Niguel Municipal Code, is first given by City to Consultant, incorporating therein any adjustment in the Contract Sum for the actual costs of the extra work and/or the time to perform this Agreement, which said adjustments are subject to the written approval of Consultant. It is expressly understood by Consultant that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services or reasonably contemplated therein. Consultant hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming -2-
than Consultant anticipates and that Consultant shall not be entitled to additional compensation therefor. City may in its sole and absolute discretion have similar work done by other consultants.

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

1.7 Software and Computer Services. If the Scope of Services includes the provision and/or installation of any software, computer system, or other computer technology, Consultant represents and warrants that it is familiar with and/or has inspected City's current infrastructure, equipment, computer system and 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 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 Contract Sum. Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in the "Schedule of Compensation" attached hereto as Exhibit C and incorporated herein by this reference. The total compensation (excluding the Contingency Sum), including reimbursement for actual expenses, shall not exceed Two Million Nine Thousand Three Hundred Eighty Dollars ($2,009,380) ("Compensation Sum"), unless additional compensation is approved pursuant to Section 1.5. This Agreement includes a contingency amount equal to Three Hundred One Thousand Four Hundred Seven Dollars ($301,407) ("Contingency Sum") to account solely for additional work, or unforeseen conditions, related to the services. The total compensation (including the Contingency Sum), including reimbursement for actual expenses, shall not exceed Two Million Three Hundred Ten Thousand Seven Hundred Eighty-Seven Dollars ($2,310,787) ("Contract Sum"), unless additional -3-
compensation is approved pursuant to Section l.5. The Consultant shall obtain written approval from the City for any use of the Contingency Sum. Compensation may include reimbursement, for actual and necessary expenditures, if both specified in the Schedule of Compensation, as well as approved by City in advance. Upon expiration of original term of the Agreement, if term is extended (pursuant to Section 3 .2 or otherwise), fees and rates may only be increased both pursuant to Section 9.4 as well as subsequent to negotiation between the Parties on a reasonable increase.

The maximum of such increase shall be no greater than the CPI increase (Orange County area) for the applicable period of time. City has no obligation or duty to provide any such increase. The Contract Sum shall include the attendance of Consultant at all project meetings reasonably deemed necessary by City. Consultant agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services, Consultant shall promptly notify the City Representative of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto.

2.2 Invoices. Unless some other method of payment is specified in Exhibit B, Special Requirements, in any month in which Consultant wishes to receive payment, no later than the first business day of such month, Consultant shall submit to City, in a form approved by City's Finance Director, an invoice for services rendered prior to the date of the invoice. By submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all provisions of this Agreement. Except as provided in Sections 7.3, 7.4 and 7.5, City shall pay Consultant for all expenses stated thereon which are approved by City pursuant to this Agreement generally within thirty (30) days, and City will use its best efforts to make payment no later than forty-five ( 45) days, from the submission of an invoice in an approved form. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission. Review and payment by City for any invoice provided by Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable law. Each invoice is to include (unless otherwise specified by City): I) 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 completion of the services.

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

3.4 Force Majeure. The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of -4-
Consultant, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including City, (with the express exception of delays arising from the impact of COVID-19 and its variants to the extent such impact is foreseeable or should have reasonably been foreseeable), if Consultant shall within ten (10) days of the commencement of such delay notify City in writing of the causes of the delay.

City shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of City such delay is justified. City's determination shall be final and conclusive upon the Parties to this Agreement. In no event shall Consultant be entitled to recover damages against City for any delay in the performance of this Agreement, however caused, Consultant's sole remedy being extension of this Agreement pursuant to this Section.

ARTICLE 4. COORDINATION OF WORK

4.1 Consultant Representative. The Consultant Representative is Patrick Somerville, Division Manager & Associate Principal, 714-815-5222, [email protected], who is authorized to act on Consultant's behalf with respect to the work or services specified herein and to make all decisions in connection therewith. It is expressly understood that the experience, knowledge, capability and reputation of the representative was a substantial inducement for City to enter into this Agreement. Therefore, the representative shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. For purposes of this Agreement, the representative may not be replaced nor may their responsibilities be substantially reduced by Consultant without the express written approval of City.

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

4.3 Approvals from City. City approvals or actions, pursuant to the authority of this Agreement, may be made (unless otherwise specified) either by the City Manager, the Public Works 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 -5-
manner. Consultant represents and warrants that the personnel used to provide services to City pursuant to this Agreement shall at all times be under Consultant's exclusive control and direction.

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

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

ARTICLE 5. INSURANCE AND INDEMNIFICATION

5.1 Insurance Coverages. Prior to commencement of any services under this Agreement, and without limiting Consultant's indemnification obligation to City, Consultant shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, for the duration of the Agreement, primary policies of insurance of the type and amounts below, issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by City, which shall cover all elected and appointed officers, employees, agents, designated volunteers, attorneys, successors and assigns of City. City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to Consultant, City and Consultant may renegotiate Consultant's compensation. (a) Commercial General Liability Insurance. A policy of commercial general liability insurance, with coverage at least as broad as Insurance Services Office ("ISO") form CG 00 01, written on a per occurrence basis for bodily injury, personal injury and property damage. Defense costs must be paid in addition to limits. Coverage for an additional insured shall not be limited to its vicarious liability. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO "insured contract" language will not be accepted. Limits shall be no less than $1,000,000 per occurrence for all covered losses and no less than $2,000,000 general aggregate.
-6-
(b) Worker's Compensation Insurance. A policy of worker's compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for Consultant against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by Consultant in the course of carrying out the work or services contemplated in this Agreement.
(c) Automobile Liability. A policy of comprehensive automobile liability insurance, at least as broad as ISO form CA 00 01, written on a per occurrence basis covering bodily injury and property damage in an amount not less than $1,000,000 combined single limit for each accident. Said policy shall include coverage for owned, non-owned, leased, hired cars and any automobile.
(d) Professional Liability. Professional liability insurance appropriate to Consultant's profession. This coverage may be written on a "claims made" basis and must include coverage for contractual liability. Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement. The professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon, arising out of, or related to services performed under this Agreement. The insurance must be maintained for at least five (5) consecutive years following the completion of Consultant's services or the termination of this Agreement. During this additional 5-year period, Consultant shall annually and upon request of City submit written evidence of this continuous coverage. Limits shall be no less than $1,000,000 per claim and no less than $1,000,000 general aggregate. (e) 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 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: I) include each -7-
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 lnsurance, 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: I) 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 (l 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 -8-
and/or higher limits maintained by Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City and City Parties.

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

5.3 Indemnification.
(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 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 -9-
paid by Indemnitees, for any such Claims or Liabilities, and will save and hold Indemnitees harmless therefrom.
(b) Further Provisions . The indemnity obligations 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(6)) 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) Professiona l 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 -10-
records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts. Such books and records shall be maintained either for a period of no less than three (3) years following completion of the services hereunder, or for such period of time as required by applicable law, whichever period of time is longer. City shall have access to such books and records in the event any audit is required. Consultant shall fully cooperate with City in providing access to any and all Consultant records and documents if a public records request is made and disclosure is required by law including but not limited to the California Public Records Act.

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

6.3 Ownership of Documents. All drawings, specifications, maps, designs, 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. § l O 1, such documents and materials are hereby deemed "works made for hire" for City.

6.4 Confidentiality and Release of Information. All information gained or work product produced by Consultant in its performance of this Agreement shall be considered confidential, unless such information is in the public domain prior to such gain or production.

Consultant shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from City. No news releases, including photographs, public announcements, or confirmations of the same, of any part of the work, shall be made without prior written authorization from City. Consultant, its officers, employees, agents or subcontractors, shall not, without prior written authorization from City or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered "voluntary" provided Consultant immediately gives City notice of such court order or subpoena. If Consultant, or any officer, employee, agent or subcontractor of Consultant, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorney's fees, caused by or incurred as a result of Consultant's conduct. As concerning, regarding or related to, in any way, this Agreement and the work performed thereunder: a) Consultant shall immediately notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, -11-
complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party; b) City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or similar proceeding; and, c) Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant, however, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response.

ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION

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

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

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

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

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

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

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

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

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

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

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

ARTICLE 8. INDIVIDUAL LIABILITY, CONFLICTS AND NON-DISCRIMINATION

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

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

No officer or employee of City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to this 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
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9.1 Notices. Any notice or other communication either Party desires or is required to give to the other Party or any other person in regards to this Agreement must be in writing and may be given either by (is) 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 the Public Works Director at City of Laguna Niguel, 30111 Crown Valley Parkway, Laguna Niguel, CA 92677, and in the case of Consultant, to the person(s) at the address designated on the execution page of this Agreement. Either Party may change its address by notifying the other Party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section.

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

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

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

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

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

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

9.7 Corporate 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 -15-
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:

Mark Thomas Company, Inc.,
a California General Stock Corporation
By: _ _ _ _ ___ ____ _
Name:

Title:

By: _ _ ____ _ ____ _
Name :

Title:

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

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

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

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

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

A(l)

EXHIBIT B

SPECIAL REQUIREMENTS
(Superseding Agreement Template)
A. Section 1.8, "Prevailing Wages," is deleted in its entirety.

B(l)

EXHIBIT C

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

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

III. Consultant will be compensated for services provided pursuant to this Agreement in accordance with description in Consultant's Proposal.

C(l)

EXHIBITD

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

D(l)