20260721_8_Crossing Guard Services — Laguna Niguel City Council, July 21, 2026

To:

CITY OF LAGUNA NIGUEL

CITY COUNCIL AGENDA ITEM
Honorable Mayor and Council Members
FROM: Kevin X. O'Connor, Acting Public Works Director
July 21, 2026 DATE:

SUBJECT: Award of Vendor Services Agreement to American Guard Services, Inc. for Crossing Guard Services

RECOMMENDATION
Staff recommends that the City Council:

1. Award the Vendor Services Agreement to American Guard Services, Inc. for Crossing Guard Services in the not-to-exceed amount of $273,075 per year for Fiscal Years 2026-27 through 2028-29, subject to extension administratively for two additional one-year periods;

2. Approve a not-to-exceed 20% contingency of the total contract in the value of $54,615 per year for unforeseen conditions or extra work and authorize the Public Works Director to approve additional work with American Guard Services, Inc. for a total not-to-exceed amount of $327,690 per year if needed; and

3. Authorize the City Manager to execute the Vendor Services Agreement for Crossing Guard Services and future amendments to the agreement, subject to the City Attorney making non-substantive changes.

BACKGROUND
School crossing guards play an important role for children who walk or bicycle to and from school. They help to ensure that children safely cross the street at key locations. They also remind drivers of the presence of pedestrians. The City of Laguna Niguel has provided contracted crossing guard services at various elementary and middle school crossing locations since 1993.

The City currently has 17 crossing guard locations at eight schools within the Capistrano Unified School District (CUSD). The locations were chosen based upon requests from the school district, in coordination with the individual schools, and validated through a warrant study and field analysis by City staff. Each crossing guard location is covered by a single guard that is present one hour in the morning and one hour in the afternoon for a total of two hours per school day. The eight school locations are shown in Attachment Page2
"A". Since there are 17 crossing guard locations and the school year is 180 days, the Request for Proposal ("RFP") requested that vendors submit a fixed cost to provide up to 6, 120 hours of crossing guard services per school year.

The City's existing crossing guard contract with American Guard Services, Inc. expired on June 30, 2026. Staff issued a RFP and conducted a competitive RFP process to identify the most qualified vendor to provide crossing guard services (Attachment B).

Crossing guard services support City Council Goal 1 (Public Safety) of the City's adopted Strategic Plan.

ANALYSIS
In response to the RFP, one proposal was received. The proposal was evaluated based on the following four criteria: (1) Personnel Qualifications and Experience; (2) Client References; (3) Approach to Providing Service; and (4) Project Controls. RFP evaluation sheets can be found in Attachment "C." Summarized below are the proposed fee amount(s):

American Guard Services, Inc. Recommended
*All-City Management Services, Inc. 's proposal was deemed non-responsive as their proposal did not meet all the RFP requirements.

American Guard Services, Inc. ("AGS") was the only responsive and qualified firm offering the most comprehensive overall proposal, considering such factors as the firm's qualifications, staffing, proposed work plan, and cost. Within Southern California, AGS provides crossing guard services to the Cities of Anaheim, Fountain Valley, Mission Viejo, and San Juan Capistrano.

AGS coordinates all aspects related to recruitment, local hiring, conducting background checks, training, payroll, administrative support, coordination of assigning qualified substitutes during periods of absence, local supervision, and communicating with school and site safety inspectors. The 2026-2027 school year for CUSD is scheduled to begin on August 18, 2026. Upon notification of award, AGS will continue to staff all 17 locations as they have for the past five years.

Pursuant to Laguna Niguel Municipal Code Section 3-6-10, contracts of an estimated expenditure of $10,000 or more must be awarded on the basis of the demonstrated competence of the service providers, and on the responsiveness of the proposal, the 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. After a thorough review and based on all relevant factors, AGS offers the best overall value for providing crossing guard services to the City. AGS holds all insurance requirements and meets all contract requirements.

Page3
Staff recommends that the City Council approve the Crossing Guard Services Agreement with AGS in the not-to-exceed amount of $273,075 per year for Fiscal Years 2026-27 through 2028-29 (Attachment D). In addition, the Agre~ment will include a not-to-exceed 20% contingency of the total contract in the value of $54,615 per year for a total not-to exceed amount of $327,690 per year if needed.

ALTERNATIVE CONSIDERED
The City Council may decide not to award the contract vendor services agreement to AGS and direct staff to reissue the RFP. Staff believes that reissuing the RFP will not result in more desirable proposals. Furthermore, delaying the award of the agreement will result in the City having no crossing guard services at elementary and middle schools by the beginning of the school year.

FISCAL REVIEW
The adopted Fiscal Year 2026-27 Public Wor~s Department operating budget includes sufficient funds for the crossing guard services. Funding for the remaining years of the agreement term will be included in future budget cycles.

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

CONCLUSION
Staff recommends that the City Council:

3. Authorize the City Manager to execute the Vendor Services Agreement for Crossing Guard Services and future amendments to the agreement, subject to the City Attorney making non-substantive changes.

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__ L . . . ~ 0 . ).f) I\ ~~ ~ - ~ =--------
~ Scott C. Smith
City Manager City Attorney
~x.o~
Kevin X. O'Connor
Acting Public Works Director
Attachments :

A. Schools Locations
Edgar Abrenica
Associate Engineer
B. Request for Proposals for Crossing Guard Services
C. Evaluation Sheets
D. Crossing Guard Services Agreement with American Guard Services, Inc.

ATTACHMENT A
School Locations

ATTACHMENT A
City of Laguna Niguel
School Locations
N
A

ATTACHMENT B
Request for Proposals for Crossing Guard Services

CITY OF LAGUNA NIGUEL

REQUEST FOR PROPOSALS
FOR
CROSSING GUARDS SERVICES 2026
Proposals must be received by:

Due Date: June 16, 2026
At 5:00 P.M.

TABLE OF CONTENTS
INSTRUCTIONS TO PROPOSERS ................................................................................ 3 EXHIBIT A- SCOPE OF SERVICES ............................................................................ 10 INTRODUCTION ....................................................................................................... 10 QUALIFICATION ....................................................................................................... 10 DESCRIPTION OF SERVICE ................................................................................ 12 GENERAL SPECIFICATIONS ...................................................................................... 13 EXAMINATION OF WORK AREA ............................................................................. 13 EQUIPMENT ............................................................................................................. 13 STAFF ....................................................................................................................... 13 OTHER SPECIFICATIONS ........................................................................................... 16 PAYMENT ..................................................................................................................... 17 AUTHORIZTION TO PERFORM SERVICES ............................................................ 17 INVOICING ............................................... · ......................... ~ ....................................... 17 PROPOSAL FEE SHEET .............................................................................................. 18 RFP INQUIRY FORM .................................................................................................... 19 RESPONSES TO SCOPE OF SERVICES ................................................................... 20 PROPOSAL FORM ....................................................................................................... 21 SUBCONTRACTORS ................................................................................................... 23 QUESTIONNAIRE: FIRM INFORMATION .................................................................... 24 QUESTIONNAIRE: FIRM EXPERIENCE ...................................................................... 26 QUESTIONNAIRE: FIRM PERSONNEL ....................................................................... 28 QUESTIONNAIRE: COMPANY FINANICAL CONDITION ............................................ 29 PROPOSAL AFFIDAVIT ............................................................................................... 30 PAST CONTRACT DISQUALIFICATIONS/TERMINATIONS ....................................... 31 STATEMENT OF ABILITY TO MEET INSURANCE REQUIREMENTS ........................ 32 WORKERS' COMPENSATION INSURANCE CERTIFICATE ...................................... 33 SAMPLE MAINTENANCE SERVICES AGREEMENT .................................................... 1 City of Laguna Niguel - Public Works Department
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INSTRUCTIONS TO PROPOSERS

1. Purpose. The City of Laguna Niguel ("City") is seeking proposals from consultants to provide crossing guard services at eight (8) schools for the City of Laguna Niguel as described in the Exhibit A - Scope of Services.

2. Contract Term. The initial contract term shall be for a period of three (3) years* effective from date of award. The City reserves the right to cancel at any time if services rendered are unsatisfactory. The City also reserves the right to extend the term of this contract for two (2) additional one (1) year extensions subject to satisfactory negotiation of terms and the annual availability of an appropriation.

Such nominations of extensions will be made no later than ninety (90) days from termination date.
* Depending upon when the contract will be awarded, this may be different.

3. Examining of Proposal Documents.

The submission of a proposal shall be deemed a representation and certification by the Contractor that they-:

A. Have carefully read and fully understand the information that was provided by the City to serve as the basis for submission of this proposal.

B. Have the capability to successfully undertake and complete the responsibilities and obligations of the proposal being submitted.

C. Represent that all information contained in the proposal is true and correct.

D. Did not, in any way, collude; conspire to agree, directly or indirectly, with any person, firm, corporation or other Proposer regarding the amount, terms or conditions of this proposal.

E. Acknowledge that the City has the right to make any inquiry it deems appropriate to substantiate or supplement information supplied by Proposer, and Proposer hereby grants the City permission to make these . inquiries, and to provide any and all related documentation in a timely manner.

F. No request for modification of the proposal shall be considered after its submission on grounds that Proposer was not fully informed to any fact or condition.

G. Have contemplated and included any and all increases in prices or wages as a result of, but not limited to minimum or prevailing wages, and the Consumer Price Index or any other such indices in its cost proposal, for the entire length of the Contract term as described herein. Any failure of the Contractor to incorporate such price or wage increases in its cost proposal will not obligate the City to make any increases in not-to-exceed amounts during the term of the resultant Contract.

4. Measurements - Contractor's (Proposer's) Responsibility. It is the Contractor's responsibilities to verify all measurements, materials or any other City of Laguna Niguel - Public Works Department
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5. 6.

7. information pertaining to this RFP service. Furthermore, it is the proposer's responsibilities to bring any discrepancies in the information provided by the City in the RFP to the City's attention prior to the proposal's deadline.

RFP Schedule. The City reserves the right to modify this RFP Schedule as needed and will issue an addendum, if the Schedule is modified for the deadline to submit the Response. The following is an outline of the anticipated schedule for proposal review and contract award:

Milestone Tentative Target Dates
City Release of RFP June 1; 2026
Final Questions Due No Later than 5:00 P.M.
*Submitted through PlanetBids website June 8, 2026
Addendum Issuance 5:00 P.M.

June 11, 2026
Proposal Due
Submit through PlanetBids.com
Link: 5:00 P.M.
https:/lvendors. planetbids.comlportal/44601 lbo/bo- June 16, 2026 detail/142611
Notification of Selection June 23, 2026
Tentative Contract Approval by City Council July 21, 2026 RFP Questions and Inquires·. Questions and Inquires must be presented on the RFP Inquiry Form (enclosed herein) and emailed to project manager and are due as noted in the table above.

Addenda. Any City of Laguna Niguel changes to the requirements will be made by written addendum to this RFP.

A The City of Laguna Niguel will not be bound to any modifications or deviations from the requirements set forth in this RFP as the result of oral instructions.

B. The City will not distribute Addenda. Any addendum pertaining to this RFP will be posted on the Pla·netBids.com and the City's posting of Addenda on this webpage is deemed as the City's distribution of Addenda.

C. Contractors shall acknowledge the number of addenda issued on the Proposal Form. Failure to acknowledge receipt of all addenda may cause a proposal to be deemed non-responsive.

8. Submittal of Proposals.

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All proposals must be submitted on PlanetBids.com. The proposals must be submitted by the time and date as noted on the cover page, June 16, 2026 at 5:00 P.M.

A. The date and time of the emailed proposal shall be the official record of receipt.

B. Late Proposals will not be accepted. It is the Contractor's responsibility to see that the proposal is received at the proper time.

C. No FAX submittals will be accepted.

D. The proposal must be submitted in PDF format.

E. See the Responses to Scope of Services for the checklist and organization of the proposal submittals.

9. Review and Selection Process. The best value bid will be determined by the City from a thorough evaluation of all factors. At the City's discretion, companies submitting proposals may be asked to interview with City Staff to clarify work plans and to ensure the contractor has a complete understanding of City expectations.

EVALUATION~CRITERIAY
, ,,
\, ·- .. l?Ql,NTS ., ,,
Cost to the City.

This portion of the proposal will be evaluated based on reasonableness of the proposed costs. Costs will be evaluated on costs the City or other 45 comparable public agencies have paid for similar services, and in accordance with what is to be considered with the industry's standard and customary costs for the Services.

Completeness of the proposal:
• Answer all questions and complete all forms as provided in this RFP. 10
• Submit in an organized fashion as required under Response to the Scope of Service.

Qualifications & Experience
• Firm Experience & Performance* 25
• Firm Personnel
• References
Quality of Goods and Support Facilities
• Equipment 15
• Suooort Facilities
Proposer's financial stability. 5
In order to allow staff to accurately and fairly evaluate the proposal, the attached questionnaire must be completed and returned with the proposal package.

Failure to submit this questionnaire in its entirety will disqualify your proposal.

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Contractors failing to provide adequate information on any issue in a timely manner necessary to allow a comprehensive evaluation by the City will be considered unresponsive and their proposals may be subject to rejection at the City's sole discretion.

Please be assured that your response will be confidential and will not be shared with other contractors. For additional assurance the Contractor may stamp all Questionnaire pages
11 Confidential
11 •
*The Contractor's performance with the City on either the current or previous contract service will be considered as part of the evaluation process. Please note, the history of performance deficiency will lower the ranking score for the Contractor.

10. Local Business. The City has adopted a local preference program for businesses located within the City of Laguna Niguel limits. The business must have fixed offices within the City's boundaries and must include a copy of a Business License that supports the local preference status. Five (5%) Percent of the Contractor's total ranking score will be added to the Contractors ranking score, if the local preference status is met.

11. City's Right to Negotiate. The City reserves the right to negotiate with the top ranked Contractor on any aspect of the services and products (if applicable) at its sole discretion. In the event that information or pricing submitted by the Contractor is unclear to the City, the City may request additional information and/or pricing breakdowns from that Contractor. The Contractor must answer, in writing, such requests for additional information and/or clarification; these responses will become part of the vendor's proposal.

If the negotiation is unsuccessful with the top-ranked Contractor, the City may then go down the line of Contractors according to rank and negotiate with the next highest-ranking Contractor. Lower-ranking Bidders do not have a right to participate in negotiations conducted in such a manner.

12. Method of Award. The City reserves the right to reject any or all offers, to waive any discrepancy or technicality and to split or make the award in any manner determined by the City to be most advantageous to the City. The City recognizes that costs are only one of several criteria to be used in judging an offer and the City is not legally bound to accept the lowest offer.

If a proposal is accepted, the City will enter into a contractual agreement with the selected Contractor. If an agreement cannot be reached, negotiations with the second ranking Contractor shall commence.

13. Notification of Award. The selection committee will make a recommendation to the awarding authority. The acceptance of the proposal will be evidenced by City of Laguna Niguel - Public Works Department
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written Notice of Award from the City's Public Works Department to the successful Contractor.

Contractors who submit a proposal in response to this RFP shall be notified by email regarding the firm who was awarded the contract.

14. Contract Requirement. The Contractor to whom award is made (Contractor) shall execute a written contract with the City within ten (10) calendar days after notice of the award has been sent by mail to it at the address given in its proposal.

The contract shall be made in the form adopted by the City and incorporated in these specifications.

15. Rights of the City of Laguna Niguel. The City reserves the right to accept or reject any or all proposals, waive any informalities or irregularities in the proposals, request additional information or revisions to the proposals, and to negotiate with any or all Contractors.

A. The City of Laguna Niguel reserves the right to withdraw this RFP at any time without prior notice and the City of Laguna Niguel makes no representations that any contract will be awarded to any Contractor responding to this RFP.

8. The City of Laguna Niguel reserves the right to postpone the proposal opening for its own convenience.

C. The City of Laguna Niguel reserves the right to iss~e a new RFP for the work.

D. Proposals received by the City of Laguna Niguel are subject to public inspection under the California Public Records Act (Government Code Section 6250 et seq.), unless exempt and will be made available upon request after award.

E. Proposals submitted are not to be copyrighted.

F. The City of Laguna Niguel reserves the right to require confirmation of information furnished by any Contractor and/or request any Contractor to provide additional evidence of qualifications to successfully perform the work.

G. The City of Laguna Niguel reserves the right to hold discussions and/or negotiations with any individual or qualified firm, to interview or not, to request additional information or revised proposals or to request best and final offers (BAFO) if it is in the best interest of the City to do so. However, the City may make an award without conducting any interviews or negotiations; therefore, Contractors are encouraged to submit their best proposal at the outset.

16. Withdrawal of Proposals. Contractor may withdraw their proposal any time before the date and time when proposals are due, without prejudice, by submitting City of Laguna Niguel - Public Works Department
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a written request for withdrawal to the City Public Works Director. Verbal withdrawal requests or withdrawal requests by telephone will not be accepted by the City.

17. Criminal Background Check. The contractor is required to provide security checks for all personnel assigned to work under this contract. The Contractor will be responsible for the costs associated with this process. Additional checks will be required for all new employees during the lifetime of the contract and all expenses shall be borne exclusively by the contractor. The City reserves the right to approve/refuse any prospective employees of the contractor as a result of the background check.

18. Submittal References. Each Contractor shall submit a list of references on the form provided in the RFP package.

19. Disqualification. Facto~s such, but not limited to, any of the following may be considered just cause to disqualify a proposal without further consideration:

A. Evidence of collusion, directly or indirectly, among Contractor regarding to the amount, terms or conditions of this proposal.

B. Any attempt to improperly influence any member of evaluation team.

C. Existence of any lawsuit, unresolved contractual claim or dispute between Proposer, and the City.

D. Evidence of incorrect information submitted as part of the Proposal.

E. Evidence of Contractor's inability to successfully complete the responsibilities and obligation of the proposal.

F. Proposer's default under any previous agreement with the City, which results in termination of the Agreement.

20. City Request for Additional Information. The City reserves the right to request additional information to clarify the proposals.

21. Insurance Requirement. It is required that every Contractor/FirmNendor working for the City shall meet the minimum insurance requirements. The purpose of this submittal is to generally assess the adequacy of the Contractor's insurance coverage during proposal evaluation. Endorsements are not required until contract award.

A. The Contractors are required to complete the Insurance Acknowledgement form as part of the Proposal submittal.

B. Worker's Compensation Form
C. Sample of the Insurance Certificate is provided for reference.

22. Pre-Contractual Expenses. The City of Laguna Niguel shall not, in any event, be liable for any pre-contractual expense incurred by the Contractor in the preparation of its proposal. Pre-contractual expenses are defined as expenses incurred by City of Laguna Niguel - Public Works Department
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the Contractor in:
1) Preparing its proposal in response to this RFP
2) Submitting its proposal to the City of Laguna Niguel 3) Any other expenses incurred by Contractor prior to date of award

23. Joint Offers. Where two or more Contractors desire to submit a single proposal in response to this RFP, they shall do so on a prime-sub-Contractor basis rather than as a joint venture. The City of Laguna Niguel intends to contract with a single firm and not with multiple firms doing business as a joint venture.

24. Non-Confqrming Proposal. A proposal shall be prepared and submitted in accordance with the provisions of these RFP instructions and specifications. Any alteration, omission, addition, variance, or limitation of, from or to a proposal may be sufficient grounds for non-acceptance of the proposal,· at the sole discretion of the City.

25. Public Records. Proposers are hereby informed that all submitted proposals shall become the property of the City upon receipt. Submitted proposals shall be subject to disclosure pursuant to the California Public Records Act. Therefore, confidentiality notices included in proposals such as notices stating that a proposal is confidential and may not disclosed, or that the proposal contains trade secrets or confidential, proprietary information, shall have no force or effect and shall be disregarded. However, following submission of proposals, no submitted proposal shall be publicly disclosed until: (i) a recommendation to award a contract to a specific proposer is made to the City Council; (ii) all proposals are rejected; or (iii) the procurement process is terminated.

END OF INSTRUCTIONS TO PROPOSERS
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EXHIBIT A - SCOPE OF SERVICES

INTRODUCTION
The City of Laguna Niguel seeking an experienced firm/company to provide crossing guard services for seventeen (17) pedestrian crossings at eight ( 8) sch o o Is of t h e Capistrano Unified School District. The eight school locations are shown in Attachment "A" - City Map. Services include but are not limited to providing crossing guards to monitor, supervise, and assure the safety of school children and pedestrians who utilize street intersections and crosswalks to and from school.

The Consultant is to provide fully trained crossing guards for up to two (2) hours per guard for each location for a total of 180 days per year, with services decreasing or increasing contingent upon school schedules and City desires. The Consultant will manage the crossing guard services in coordination with the Laguna Niguel Public Works Department.

The term "Contractor'' will be referred as an individual, partnership, corporation, joint venture, or other legal entity entering into a contract with the City to perform the work.

QUALIFICATION
Contractor shall provide a detailed Scope of Services demonstrating the Contractor's understanding of the City of Laguna Niguel's needs and requirements. The following minimum qualifications are desired:
• Minimum of ten (10) full years of experiences similar work • Work experience with Cities, Counties, local government agencies • Contract services amount greater than $50,000 annually

LOCATIONS
The Consultant shall provide crossing guards for seventeen (17) pedestrian crossings at eight (8) schools for the time periods shown below in Table 1 - Crossing Guard Locations and Times. The actual street intersections that are to receive school crossing guard services will be determined at the sole discretion of the City (Table 1 next page).

See Attachment A - City Map.

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1 2
3 4
5 6
7 8
Table 1- Crossing Guard Locations and Times

INTERSECTION SCHOOL LOCATION(S)
Marian Rancho Niguel Rd & Rancho Bergeson
Elementary Nigue·I Ctr
Community Adelanto Dr & Via Acaso Dr Roots Academy
Hidden Hills Hidden Hills Rd & Sandling Ct Elementary
a) Aliso Creek Rd & Niguel
Heights Rd
Laguna Niguel b) Aliso Creek Rd. & Moulton
Elementary Pkwy
c) Moulton Pkwy & Aliso Creek
Rd
d) Niguel Heights & Juanita Dr
Malcolm (John) a) Niguel Rd & Ridgeway Ave
Elementary b) Brighton Pl & Charles Rd
Moulton Highlands & Tamaron Elementary
a) Golden Lantern & Shark
Niguel Hills Bay
Middle b) Golden Lantern & Paseo
De La Colinas
Chapparosa Park Rd and:
a) Saltaire
White (George) b) Saltaire
Elementary c) Golden Lantern
d) School Driveway
e) Seaglen
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MONDAY, TUESDAY,

WEDNESDAY, &

FRIDAY SCHEDULE
7:30- 8:15 am
1 :35- 2:20 pm
6:55 - 7:55 am
2:10- 3:10 pm
7:15- 8:00 am
1 :50 - 2:35 pm
7:15- 8:00 am
1 :50 - 2:35 pm
7:15- 8:00 am
1 :50 - 2:35 pm
7:15- 8:00 am
1 :50 - 2:35 pm
8:15- 9:00 am
2:20 - 3:05 pm
7:15- 8:00 am
1 :50 - 2:35 pm

THURSDAY

SCHEDULE
7:15- 8:00 am
1 :50- 2:35 pm
6:55 - 7:55 am
12:20 - 1 :20 pm
7:15- 8:00 am
12:30-1:15pm
7:15- 8:00 am
12:35 - 1 :20 pm
7:15- 8:00 am
12:35 -1 :20 pm
7:15 - 8:00 am
12:35-1 :20 pm
8:15- 9:00 am
2:20 - 3:05 pm
7:15- 8:00 am
12:30-1:15pm
It is the intent of this contract to provide for school day coverage of the listed locations.

Locations initially included in the schedule that are vacated by the City will be deleted from the list and the affected location from the contract. Other additions and/or deletions of locations and time periods will be at the same hourly allowed per location and the City will allow appropriate adjustments subject to approval.

The City will reserve the right, at its sole discretion, to determine the hours and locations where and when such services and work shall be performed by Consultant. Toward this end, the City will be authorized to modify, adjust, increase, decrease or delete from, or otherwise revise, the work schedule/crossing guard locations established and set forth in Consultant's Proposal at any time during the term of the Agreement due to scheduling needs, priorities, budget considerations, and/or other circumstances. The City will promptly notify Consultant in writing of such changes or modifications to the work schedule/crossing guard locations. Such changes or modifications to the work schedule/crossing guard locations will not be considered a change in the Scope of Services and will not require a written amendment to the Agreement, provided such changes or modifications do not exceed the maximum contract amount set forth in the

COMPENSATION
City will compensate the Consultant for the actual hours per' day crossing guard services
are provided at the locations and times shown in Table 1. It is estimated that crossing guard services will be needed for up to two (2) hours per guard for each location for a total of 180 days per year. Should the hours for the crossing guard services is exceeded,
the firm must obtain prior approval from the City.

DESCRIPTION OF SERVICE
The Consultant shall:

1. Provide crossing guard services at the designated hours on all days the designated schools in the City are in session in accordance with Table 1 - Crossing Guard Locations and Times.

2. Provide supervisory personnel to oversee the activities of the crossing guards to ensure that crossing guards are present at the required locations and times.

3. Maintain adequate reserve personnel to provide alternate crossing guards in the event that a crossing guard fails to report for work at the assigned time and location.

4. Provide properly trained personnel as specified herein for their performance and duties of crossing guards including the laws and codes of the State of California and the City pertaining to general pedestrian safety and school crossing areas.

5. Provide all crossing guards with retroreflective apparel by which they are readily visible and easily recognized as crossing guards. Such apparel shall be mandatory uniform for all crossing guards and shall be worn at all times while performing crossing guard duties.

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6. Provide all crossing guards with hand held "STOP" signs and other safety equipment as needed.

7. Provide the City a crossing guard assignment schedule twice a year, in September to reflect the regular school year and in June to reflect the summer session. Crossing guard assignment schedules shall include the following information:
a. Site number
b. Supervisor
c. School
d. Intersection
e. Minimum days schedule and hours
f. Regular days schedule and hours
g. The number of hours the City will be invoiced for each respective site number

GENERAL SPECIFICATIONS

EXAMINATION OF WORK AREA
Consultants are responsible for familiarizing themselves with the applicable schools and locations, prior to submitting a proposal, in order to understand the site and determine the range of hours for crossing guard services. City will compensate the Consultant for the actual hours per day crossing guard services are provided at the locations and times shown in Table 1. Should the hours for the crossing guard services exceed the maximum, the firm must obtain prior approval from the City.

Submission of a proposal shall be deemed conclusive evidence that such a tour has been made and shall constitute a waiver by each of all claims of error in the proposal, withdrawal of the proposal, or combination thereof, under the executed agreement, or any revision thereof. As a part of its specifications, the City will provide upon request all available information, which it deems, may be of assistance to prospective proposers.

It should be noted that street intersections that are to receive school crossing guard services will be determined at the sole discretion of the City.

EQUIPMENT
A list of all equipment to be used by the crossing guards shall be included in the proposal. The City requires that the Consultant furnishes safety-reflectorized vests, stop signs, whistles, rain gear and identification badges.

STAFF

1. Personnel Selection. The Consultant shall be responsible for providing competent and trained personnel. Each employee:
a. Shall be at least twenty-one years of age.

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b. Shall be physically and mentally capable of performing crossing guard services.
c. Shall have the ability to give and follow oral and written instructions. d. Shall have the ability to establish and maintain effective working relationships with the public.
e. Shall have the ability to remain calm and use good judgment and initiative in a confrontational or emergency situation.

2. All individuals employed in this program will be employees of the Consultant will provide recruitment, hiring and firing of employees.

3. Pre-employment Screening Program. The Consultant shall conduct a pre employment screening program for each employee. The screening program shall include:
a. Employment reference check
b. Employees have no prior felony convictions
c. Criminal background check and fingerprinting service d. Social security verification
e. Verify employment authorization for new employees use the U.S.

Department of Homeland Security's E-Verify Program. If Consultant is not enrolled in the U.S. Department of Homeland Security's E-Verify program, Consultant shall enroll in the program within fifteen (15) days of the effective date of the executed agreement.

4. Communication. Each employee shall be able to effectively comprehend and communicate in English.

5. Health. A medical history questionnaire shall be completed to confirm each employee shall be in good physical and mental health.

6. Transportation. Employees are to provide their own transportation and work flexible hours.

7. Clothing and Safety vests. The crossing guards shall wear safety-reflectorized vests while on duty. Clothing shall not have any rips and tears.

8. Complaints. The Consultant shall investigate all public complaints concerning crossing guard services. In the event of a complaint, the Consultant shall contact the City's Public Works Department at (949) 362-4338 within two (2) hours to advise status of remedy/resolution of said complaint. Consultant shall furnish a written report of the incident to City's Public Works Department within five (5) business days after the occurrence.

9. Payroll. The Consultant shall handle all payroll services to include but not limited to processing and distribution of payroll checks and reports.

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10. Training: The Consultant shall provide a minimum of three (3) one (1) hour training sessions for all employees hired as crossing guards in traffic measures to be used in conjunction with their crossing guard duties. Consultant must provide all employees a training manual that governs the crossing guard program. A signed Affidavit by each employee shall be forwarded to the City at the end of the training. A copy of the training manual shall be included in the proposal.

Consultant shall meet any and all applicable State and local training or licensing standards. Training shall be comprehensive and include information on, but not limited to:
a. Traffic control techniques,
b. incident reporting procedures,
c. conflict avoidance, conflict resolution,
d. mitigation techniques and legal responsibilities,
e. liabilities associated with providing crossing guard services. f. instruction on the proper and acceptable use of equipment (e.g. hand held stop sign),
g. customer service,
h. public relations instructions, including the importance of image, dress and appearance, attitude, and general demeanor of a crossing guard.

11. Criminal background checks. All persons directly providing services to minors are requested to voluntarily submit to and pass a criminal background investigation by providing a complete set of fingerprints to the City at least thirty (30) calendar days prior to providing any services. Said criminal background investigation shall be conducted pursuant to City policy and practice.

Any person who has not completed said criminal background investigation or who has been identified by City as being ineligible to perform services shall not provide services related to the Agreement. Any person with a record of a conviction (or guilty plea) of a felony or a misdemeanor involving a violent or sexual crime, including those crimes set forth in Penal Code section 11105.3, shall not perform any services or work related to the Agreement. All persons undergoing a criminal background investigation under this section shall submit for said investigation on an annual basis throughout the term of the Agreement.

12. Conduct. Crossing Guards involve a high degree of public contact. Discourtesy, rudeness, use of profanity, or physical contact by the Consultant's employees are unacceptable. Such unacceptable behavior may result in the immediate removal of the offending contract employee from performance of duties. Consultant must act in a diplomatic manner as they are the liaison between the community and the City of Laguna Niguel.

13. Duties of Crossing Guards. It shall be the duty of each crossing guard to:

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a. Halt vehicles when necessary, by mechanical and hand signal to permit children to cross the road safely;
b. Maintain order among children assembled at street crossing points and permit them to cross only when they can do so safely;
c. Report to Laguna Niguel Police Services the license plate numbers of motor vehicles who violate traffic laws of crossing guard instructions; d. Make children aware of the elements of traffic safety and operation of pedestrian controls;
e. Report to school authorities the names of children who do not follow safety regulations.

OTHER SPECIFICATIONS

1. Safety. The Consultant is expected to assure and enforce safety and proper street crossing of school children in accordance with the schedule for each school.

2. Supervision. The Consultant shall designate at least one person as a Supervisor for all locations in the City. The Supervisor shall ensure the crossing guards activities are taking place at the required places and times, and in accordance with all items of the agreement.

3. Quarter Report. On a quarterly basis, the supervisors shall meet with school representatives and City staff for evaluation and comments, and to assess and discuss existing problems that may have occurred. The Consultant shall submit a quarterly report to the City at the end of each quarter.

4. Coordination. The Consultant shall schedule an orientation meeting with the City to coordinate the requirements of the agreement no later than one week prior to the commencement of the Contract.

5. Audit. The Consultant agrees to permit the City to inspect its records with respect to services performed under the agreement. The City shall provide the Consultant reasonable notice prior to inspecting any records.

6. Drug Testing. The Consultant must perform a drug-screening test and incorporate a written policy on a "Drug and Alcohol Free Environment".

7. Invoicing. The Consultant shall invoice the City every month indicating the number of hours crossing guard services were provided at each intersection.

8. Employee Compensation. Consultant shall comply with applicable workers' compensation laws.

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PAYMENT

MONTHLY
At the end of each month, the Contractor shall submit an invoice which shall summarize all completed work during that job/month.

AS NEEDED SERVICES
Fees for work performed by the Contractor on an hourly basis for additional work as on call for as needed services shall not exceed the amounts shown on the Proposal Fee Sheet - Labor.

AUTHORIZTION TO PERFORM SERVICES
The Contractor is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the City Representative.

INVOICING
The Contractor shall EMAIL the invoice which shall summarize all completed work on standard Company letterhead forms. Payment will be made subject to approval by and email [email protected].

The invoice shall include the following:

A. Invoice number
B. Facility name, month of services, and any additional work C. Contract Amount, Total Billed to Date, Remaining Balance Example:

Tota l Contract Amo unt 160,0-0-0.00
To al Billed o Da e $ 148,846.64
Remaining Balance $ 11,153.36
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PROPOSAL FEE SHEET
Enter below the proposed hourly rate for the services described in Section II - Scope of Services and Section Ill - General Specifications. The City intends to award a firm fixed-price contract. Therefore, all pricing listed below shall include direct costs, indirect costs, tax, and profit.

It is estimated that crossing guard services will be needed for up to two (2) hours per guard for each location for a total of 180 days per year. The Consultant will be compensated for the actual crossing guard hours provided.

Crossing Guard Estimate Annual Annual Total Estimated Hourly Rate Hours (HrsNr) Amount($) ($/Hr) Year1 August 1, 2026 - $ /Hr 6,120 HrsMr $ June 30, 2027 Year2 July 1, 2027 - $ /Hr 6,120 HrsMr $ June 30, 2028
Year3 July 1, 2028 - $ /Hr 6,120 HrsNr $ June 30, 2029
Option July 1, 2029 - $ /Hr 6,120 HrsNr $ Year1 June 30, 2030 Option July 1, 2030 - $ /Hr 6,120 HrsNr $ Year2 June 30, 2031

1. I acknowledge receipt of this RFP for Crossing Guard Services and Addenda No(s).

2. I agree to submit monthly invoices and NET 30 payment terms.

3. This offer shall remain for ___ days (minimum 120 days) from the date of proposal.

FIRM NAME

ADDRESS

TELEPHONE

SIGNATURE OF PERSON

AUTHORISED TO BIND PROPOSER

SIGNATURE'S NAME AND TITLE

DATE SIGNED
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RFP INQUIRY FORM
(Must use this form to submit your questions)
Date:

From: (Name)
Company:

Email: Contact No:

In Response to RFP No: Crossing Guard Services
Upload questions to PlanetBids website. Questions not uploaded to website will not be considered.

Deadline: 5:00 P.M., June 8, 2026
Question:

PW-rev191011
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RESPONSES TO SCOPE OF SERVICES
Proposers shall complete all forms and questionnaires as provided in this RFP. Failure to submit the required documents in the order provided below may render the proposal unacceptable and may not be considered for evaluation.

Proposal Package shall be bound in the following order:

1. Contents:

A. Proposal Form

8. Subcontractors Form
C. Questionnaire: Firm Information
• Attach the Organization Chart
D. Questionnaire: Firm Experience
E. Questionnaire: Firm Personnel
F. Questionnaire: Company Financial Condition
G. Proposal Affidavit
H. Past Contract Disqualification/Termination
I. Statement of Ability to Meet Insurance Requirement
• Attach the Insurance Certificate
J. Worker's Compensation Insurance Certificate

2. Contractor's Proof and Other Information
A. Company W-9
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PROPOSAL FORM
Crossing Guards Service 2026
TO: City of Laguna Niguel
Public Works Department
30111 Crown Valley Parkway
Laguna Niguel, CA 92767
Firm Name:

Authorized Representative:

Title:

Email Address:

Address:

City, State, and Zip Code:

Telephone:

1. Addenda Acknowledgement. The Contractor confirms all items or other matters contained in RFP Addenda issued by or on behalf of the City (list all addendum on the blank line below) has been incorporated with its Proposal. Contractor must acknowledge each Addendum by the number with its initials or their Proposal shall be deemed non-responsive.

Acknowledge and acceptance of the following addenda is hereby:

Addenda No. 1 _______ Initials: _________ _
Addenda No. 2 _______ Initials: _________ _
Addenda No. 3 _______ initials: _________ _

2. By submitting this Response, the Contractor warrants and represents to the City the following:

A. The project information provided, or made available, by the City is adequate, feasible and complete for providing the services.

B. This Proposal is binding for 90 days from the response submittal deadline.

C. Signature of the official authorized to bind to the terms of the proposal and agrees to perform the work as set for the specifications and this proposal.

D. Signed statement attesting that all information submitted with the proposal is true and correct.

E. Its Proposal is to provide all of the maintenance services required for all the facilities listed in the Request for Proposal.

F. The information provided regarding the facilities is a general understanding of the facilities and the Contractor is obligated to review each of the facilities before submitting a proposal.

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G. The price submitted includes all appurtenant expenses, taxes, royalties and fees.

If Contractor is a corporation, the legal name of the corporation shall be set forth.above together with the signature of authorized officers or agents; if Contractor is a partnership, the true name of the firm shall be set forth above, together with the signature of the partner or partners authorized to sign contracts on behalf of the partnership; and if Contractor is an individual, his signature shall be placed above.
'REPRESENTATIVE, the;dqly auffroriz~c('qfficer•sh~lisignas f61fows: • Corporation Name
Name Authorized Representative
Signature
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Title
Date

SUBCONTRACTORS
Identify Subcontractors by company name, address, contact person, telephone number and portion of work. The list should include a summary of the roles and responsibilities of each Subcontractor.

Subcontracting: No portion of the work covered by these specifications can be subcontracted or assigned without prior approval of the City. Requests to subcontract all or any portion of services required by this contract will be submitted to the Public Works Director, or his/her designee, at least thirty (30) days in advance of the proposed effective date of the subcontract. Contractor shall include in this written request a detailed description of how the Contractor plans to oversee the services performed by the proposed subcontractor. Contractor shall be responsible for services provided by any subcontractor as if Contractor were providing the services with its own organization. Any subcontractor who will provide services shall have successfully passed a background check prior to commencing work. Contractor shall bear the expense of any subcontractor background checks.

Address:

State: Zip Code: License No.:

Authorized Representative: Contact No.:

Email Address: DIR No.

Designated staff to perform the following function:

Subcontractor CQmpany Name: ..

Address: I City:

State: I Zip Code: I License No.:

Authorized Representative:

Email Address:

Designated staff to perform the following function:

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Contact No.:

DIR No.
• .

QUESTIONNAIRE: FIRM INFORMATION

1. Legal Name and Address
Name:

Address:

City: State: Zip Code:

2. Please provide the name and contact information who is authorized to submit this Proposal.

Name:

Title:

Contact No.:

Email:

3. Please check the type of entity pertain to your firm:
□ Corporation □ Partnership □ Sole Proprietorship □ Joint Venture □ Other (please specify): ____________________ _

4. If a corporation, state the following:

Date of Incorporation: ___ _ State in which Incorporated: -------

5. Is the firm authorized to do business in California? □ Yes □ No If yes, on what basis? □ CA Corp □ CA Business License □ Other:

6. Name and Title of Principal Officers
Name '
, ',
Title. of Principal, Officers ,

7. The business was founded in: _________ (Month, date, Year)

8. The length of time in business: years

9. Provide the total number of employees: _______ _
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10.Any former address or parent company? □ Yes'
Provide the locations of other offices, if applicable.

Location:
□ No
---------------------------Location: ---------------------------Location: --------------------------- Provide the parent company, if applicable.

Company: __________________________ _
Location: ---------------------------

11. Provide evidence, in the form of copies of licenses and certificates, that the firm meets minimum requirements.

PLEASE ATTACHED YOUR ORGANIZATION CHART TO THIS PAGE.

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QUESTIONNAIRE: FIRM EXPERIENCE
Provide at least three (3) similar in character, size and state if it services provided was for a commercial, educational facility, entertainment facility, government (cities, counties, courts, etc ... ) healthcare facility, hospitality facility, or industrial facility completed. The term "completed" means accepted and final payment received from the owner or authorized representative. The term "similar in character" means projects that demonstrate experience in this Scope of Service of the RFP. The City reserves the right to contact each of the references listed for additional information regarding your firm's qualifications.
**If the contractor does not have the experience in projects of similar nature, provide a written narrative as to why they are qualified to perform the work and what measures they intend to employ to familiarized themselves with the project work. Attach the narrative to this form. **
This form may be duplicated if additional space is required.

SERVICE 1
,,,' " ',,
::, ' ·,,
Owner Name:

Address:

City: State: Zip Code:

Term of Contract: I Contract Amount:

Start Date End Date:

The service was provided to (please check one):
□ Commercial Building □ Educational Facility □
□ Commercial Real Estate □ Entertainment Facility □
□ Government Facility □
Reference for this project:

Contact Person: Title:

Email: Contact No:

Provide brief description of the work performed:

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Healthcare Facility
Hospitality Facility
Industrial Facility
SERVICE2
Owner Name:

Address:

City:

Term of Contract:

Start Date
State: Zip Code:

Contract Amount:

End Date:

The service was provided to (please check one):
□ Commercial Building □ Educational Facility □ Healthcare Facility □ Commercial Real Estate □ Entertainment Facility □ Hospitality Facility □ Government Facility □ Industrial Facility
Reference for this project:

Contact Person: ------------- Title: ________ _
Contact No: Em a i I: _______________ _ -------
Provide brief description of the work performed:

S.ERVICE3
\. ••. '·; ;
Owner Name:

Address:

City: State: Zip Code:

Term of Contract: I Contract Amount:

Start Date End Date:

Contact Person: Title:

Email: Contact No:

Provide brief description of the work performed:

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QUESTIONNAIRE: FIRM PERSONNEL
There can be no change of Key Personnel once the proposal is accepted for contract award without the prior approval of the City's Contract Administrator.

The number of years of experience providing the desired services, which must be a minimum of three years.

This form may be duplicate if additional space is required. ;Staff- President
, ·,
Title:

Level of Education/Degree Obtained
Provide the person's experiences:
. $tc1ff-Super,vis_or
Title:

Level of Education/Degree Obtained
Provide the person's experiences:
• Staff
Title:

Level of Education/Degree Obtained
Provide the person's experiences:

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,, ', ·,.'
·,: ,, ,, ,,
Years of Experience:

Years of Experience:

Years of Experience:
,
QUESTIONNAIRE: COMPANY FINANICAL CONDITION
ANSWER THE FOLLOWING QUESTIONS. FAILURE TO PROVIDE BACK UP TO A "YES" ANSWER MAY RESULT IN A RESPONSE OF DISQUALIFICATION.

1. Has the company (or any owner) ever defaulted on a contract forcing a surety to suffer a loss?
□ No □ Yes If Yes, explain on a separate paper and attach to this questionnaire form.

2. In the past five (5) years, has the company had any contract with disputed amounts more than $50,000 or a contract which was terminated by the owner, owner's representative or other contracting party and which required completion by another party?
□ No □ Yes If Yes, explain on a separate paper and attach to this questionnaire form

3. Has the company, an affiliate company, or any owner ever declared bankruptcy or been in receivership? □ No □ Yes If Yes, explain on a separate paper and attach to this questionnaire form.

4. Has the company ever had arbitration on contracts in the past five (5) years? □ No □ Yes If Yes, explain on a separate paper and attach to this questionnaire form

5. Does the company have any outstanding liens or stop notices for labor and/or materials filed against any contracts which have been done or are being done by the company?
□ No □ Yes If Yes, explain on a separate paper and attach to this questionnaire form

1. Has your firm or any member of your firm ever had a claim brought against because of breach of contract or nonperformance? · □ No □ Yes If Yes, explain on a separate paper and attach to this questionnaire form

6. Debarred Statement: Has this firm, or any principal(s) ever been debarred from providing any services by the Federal Government, any state government, or any local government agency within or without the State of California?
□ No □ Yes
Initials ___ If "Yes," please attach a full detailed explanation, including dates, circumstances and current status.

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PROPOSAL AFFIDAVIT
RFP 2026-2029: Crossing Guards Service
The undersigned Contractor hereby proposes to furnish all materials, equipment, tools, labor, and incidentals required to provide these services as set forth in the Request for Proposal for performing the work.

Contractor declares that this proposal is based upon careful examination of the Request for Proposal, including the specifications for performing the work, the work sites, and all other contract documents. If this proposal is accepted for award, Contractor agrees to enter into a contract with Agency at the prices set forth in the following Proposal Forms.

Contractor understands the following:

1. Its Proposal is to provide all of the Municipal Maintenance Services required for all City owned facilities.

2. The price submitted includes all appurtenant expenses, taxes, royalties and fees.

Signed
Company Name:

Address:

City, State, and Zip Code:

Telephone No.:

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Date

PAST CONTRACT DISQUALIFICATIONS/TERMINATIONS
The Proposer is required to state any and all instances of being disqualified, removed, or otherwise prevented from proposing on or completing any contract for construction.

1. Have you ever been disqualified or terminated from any contract? □ No □ Yes

2. If yes, provide name and address of agency and explain the circumstances:

Agency Name: ______________________ _
Agency Address: _____________________ _
Explanation:

Additional paper may be used to complete if necessary.

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Signature of Contractor
Print Name and Title

STATEMENT OF ABILITY TO MEET INSURANCE REQUIREMENTS
I and the insurance broker(s)/company(ies) have reviewed the attached City of Laguna Niguel Insurance Requirement as stated below and on the Maintenance Service Agreem_ent to provide verification of coverage after award of the contract.

MUST PROVIDE THE INSURANCE BROKER'S INITIALS IN THE TEXT BOX BELOW.
., v,:. ;:. ;. -"/. ' . '
ITEMS/DESCRIPTION .,
:- ·. . .·. •.· . ..

The City shall be named as an additional insured on the Commercial General Liability and Comprehensive Automobile Liability policies, documented by a written endorsement.

The policy must carry a 30-day cancellation clause is applicable to all coverage.

Waiver of Subrogation clause is applicable to all coverage.

Commercial General Liability insurance, with limits of not less than One Million Dollars ($1,000,000) per occurrence / Two Million Dollars ($2,000,000) aggregate and must include coverage for property damage, bodily injury, personal & advertising injury, products and completed operations, liability assumed under an insured Contract (including tort of another assumed in a business contract), and independent contractor's liability, written on an "occurrence" form.

Business Automobile Liability covering all owned, non-owned and hired vehicles with combined single limit for bodily injury and/or property damage of not less than One Million Dollars ($1,000,000). (Business Auto Liability is required when a vendor is operating a vehicle on City premises for other than commute purposes or the vehicle is an integral part of their services).

Workers' Compensation insurance. This coverage is required unless Contractor provides written verification it has no employees. Coverage must be at least as broad as that which is required by the State of California, with Statutory Limits. Contractor must also maintain Employer's Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease, as required by statutory insurance requirement of the State of California.

Insurance
_Broker·
Initials:

By: Date: __________ _
Signature of Representative
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WORKERS' COMPENSATION INSURANCE CERTIFICATE
Pursuant to Section 1861 of the State Labor Code Amended by Stats. 1979, C.373, p1343, each contractor to whom a public works contract has been awarded shall sign the following certificate and shall submit same to the Agency prior to performing any work on the contract:
"I am aware of the provisions of Section 3700 of the Labor Code which requires every employer to be insured, against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and I will comply with such provisions before commencing the performance of work of this contract."
Contractor
By
Print Name
Signature
Title
Date
Section 3700 of the State Labor Code reads as follows:
"Every employer except the State shall secure the payment of compensation in one or more of the following ways:
(a) By being insured against liability to pay compensation in one or more insurers duly authorized to write compensation insurance in this state. (b) By securing from the Director of Industrial Relations a certificate of consent to self-insure, which may be given upon furnishing proof satisfactory to the Director of Industrial Relations of ability to self-insure and to pay any compensation that may become due to his employee."
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Did you sign and submit all the required forms?
Did you attach any relevant information related to the questionnaire? If not, the proposal may be rejected.

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ATTACHMENT A
City of Laguna Niguel
School Locations
N
A

SAMPLE MAINTENANCE SERVICES

AGREEMENT
The contract agreement is required by the awarded Contractor. For reference only, please review the agreement on the next pages.

AGREEMENT FOR MAINTENANCE SERVICES
(PUBLIC WORKS DEPARTMENT)
[Description of the Services - should match RFP title]
THIS AGREEMENT is made and entered into as of ______ ("Effective Date"), by and between the City of Laguna Niguel, a municipal corporation, hereinafter the "City", and [Contracton], a [State of Incorporation & Company Type], hereinafter the "Contractor." City and Contractor are sometimes hereinafter individually referred to as "Party" and hereinafter collectively referred to as "Parties". Contractor has been qualified by the California Secretary of State to conduct business in the state of California.

Contractor's license number is ...__ _____________ _,)] [specify license type]; Contractor's DIR registration number is [ ]. Contractor confirms that its license is active as of the Effective Date of this Agreement and shall remain active for the duration of the Agreement.

A. The City requires [enter the description of the service].

B. The City circulated a Request for Proposals, [Name of the RFP], on [Date]. to solicit competitive proposals from contractors to complete these services.

C. Contractor submitted a proposal to the City to provide the required services.

D. City staff reviewed all of the proposals and, after considering the qualifications, proposed staffing, working plans, response time, fairness, and reasonableness of the Contractor's proposed cost, has determined that an Agreement to provide the required services should be awarded to the Contractor.

E. The City and Contractor now desire to enter into an Agreement for the required services.

AGREEMENT:

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

1. Scope of Services. Contractor shall perform the work and provide all labor, materials, equipment and services in a good and workmanlike manner for the project identified as ______________ (the "Project"). Contractor agrees to perform the services for City, in a manner satisfactory to City, as described in the Scope of Services ("Services") which is attached hereto as Exhibit "A" which is incorporated herein by this reference. In the event of any conflict between the terms of this Agreement and Exhibit "A", the terms of this Agreement shall control. -1-

2. Additional or Different Services. Any proposed changes to the Scope of Services which are the subject of this Agreement shall be made only by written amendment to this Agreement.

3. Term. The Contractor shall commence providing the required services on [Month Date Year OR effective on the date stated above] and this Agreement shall continue in full force and effect until [Month Date Year OR until the work required by this Agreement is completed , subject to termination as provided in Section 18, except the indemnification provisions contained in Section 12 shall remain in full force and effect after the Agreement is terminated. The Agreement may be extended by the City for two, one-year terms if the Contractor's performance is satisfactory and it is in the interest of the City.

4. Payment.

A. Payment for Services. City agrees to pay Contractor for providing the maintenance services which are described in the Scope of Services, and to pay for those services in the amount and in the manner and at the times set forth in Exhibit "B" (Schedule of Compensation ; Method of Payment), attached and incorporated herein for the not-to-exceed sum of XXXX ($ xx.xx) in Year One of the Agreement [include additional not-to-exceed amounts for future yearsl:.

This Agreement also includes a twenty percent (20%) contingency in an amount not-to exceed XXXX ($XXX.XX) to account for unforeseen conditions or additional work related to this project. The allowance shall be used solely by the City to address any unforeseen repairs or additional work related to the Scope of Services. The Contractor shall obtain written approval from the City for the use of the allowance, which approval shall not be unreasonably withheld or delayed.

In no event shall the total compensation paid to the Contractor for the Scope of Services exceed XXXXX ($X,XXX.00).

Upon expiration of the term of the Agreement, if the term is extended (pursuant to Section 3 or otherwise), fees and rates may only be increased both pursuant to Section 20 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 (Los Angeles-Long Beach-Anaheim , CA) for the applicable period of time or 3 percent, whichever is less. City has no obligation or duty to provide any such increase. The total compensation 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-
B. Invoices. Upon submission of each invoice, if the City is satisfied that the Contractor has performed the services described therein, the City shall promptly approve the invoice, in which event, payment shall be made within thirty (30) days of receipt of the invoice by the City. Such approval shall not be unreasonably withheld.

5. Taxes. Contractor shall calculate payment for all sales, unemployment, and other taxes imposed by local, State and federal law. These payments are included in the total amounts in Exhibit "B".

6. Licenses; Standard of Care.

A. Qualifications. Contractor represents and agrees that all personnel engaged by Contractor in performing services are and shall be fully qualified and are authorized or permitted under state and local law to perform such services. Contractor represents and warrants to City that it has all licenses, permits, qualifications , and approvals to provide the services and work required to be performed by this Agreement.

Contractor further represents and warrants that it shall keep in effect all such licenses, permits, and other approvals during the term of this Agreement.

B. Licenses, Permits. Should any of Contractors' licenses, permits or other approvals lapse, be suspended or otherwise no longer be in effect, Contractor shall immediately provide Notice to the City's Public Works Director pursuant to Section 19.

Contractor shall identify the license, permit or approval which is no longer in effect, what steps are needed to cure this deficiency and the date when Contractor anticipates their license, permit or approval will be restored. Contractor shall be responsible for all costs of delay caused by any such deficiency.

C. Standard of Care; Corrections. Contractor shall perform the Services under this Agreement in a skillful and competent manner. The Contractor shall be responsible to City for any errors or omissions in the performance of the Services pursuant to this Agreement. Should any errors caused by Contractor be found in such Scope of Services, Contractor shall correct the errors at no additional charge to City by redoing the Services.

Should Contractor fail to make such correction(s) in a reasonably timely manner, such correction(s) may be made by the City, and the cost thereof shall be charged to the Contractor.

7. Legal Responsibilities.

A. Contractor shall keep itself informed of all State and Federal law(s) and regulation(s) which may in any manner affect those employed by it or in any way affect the performance of its Services pursuant to this Agreement. Contractor shall, at all times, observe and comply with all such laws and regulations. City, and its officers and employees, shall not be liable at law or in equity by reason of the failure of the Contractor to comply with this paragraph.
-3-
B. The City and its Council members, officers, employees, agents, representatives and consultants are not responsible or liable for any claims, losses or damages that may arise from injury to any person, including employees of Contractor or any subcontractor, or from damage to adjoining or other property from any cause whatsoever arising out of or in connection with the performance of the required Services.

8. Non-Assignability. Neither this Agreement nor any rights, title, interest, duties or obligations under this Agreement may be assigned, transferred, conveyed or otherwise disposed of by Contractor without the prior written consent of City.

9. Subcontracting Subject to Approval. Contractor may not subcontract any portion of the Services required by this Agreement to other person(s) or firm(s) unless Contractor first obtains the written consent of City to engage in such subcontracting.

10. Independent Contractor. Contractor is and shall, at all times, remain as to City a wholly independent contractor. Neither the City nor any of its officers, employees, or agents, shall have control over the conduct of the Contractor or any of the Contractor's officers, employees, or agents. Except as specified in writing by City, Contractor shall not, at any time or in any manner, represent that it or any of its officers, employees, or agents, are officers, employees, or agents, of the City. In addition, Contractor shall have no authority, expressed or implied, to act on behalf of City, and Contractor shall have no authority, expressed or implied, to incur any obligation or liability against the City.

Contractor shall be responsible for and pay all taxes and other payments for Contractor and its employees for Federal and State income taxes, including withholding of taxes, Social Security, worker's compensation insurance, State disability insurance, unemployment insurance, and all other similar items.

11. Administration. This Agreement will be administered by the Public Works Department. The Director of Public Works or his or her designee shall be considered the Project Administrator and shall have the authority to act for the City under this Agreement.

The Project Administrator shall represent the City in all matters pertaining to the Services to be rendered pursuant to this Agreement.

12. Indemnification, Hold Harmless, and Duty to Defend.

A. General Obligations. Contractor agrees, to the full extent permitted by law, to indemnify, defend and hold harmless City and its elected and appointed officers, employees, agents, designated volunteers, attorneys, successors and assigns (each an "lndemnitee" and collectively, "lndemnitees") against, and will hold and save them and each of them harmless from, whether actual or threatened, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities (herein "Claims or Liabilities") that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities provided herein of Contractor, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Contractor is legally liable (each an "lndemnitor" and -4-
collectively, "lndemnitors"), or arising from lndemnitors' reckless or willful misconduct, or arising from lndemnitors' negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, and in connection therewith: 1) Contractor will defend any action or actions filed or threatened in connection with any such Claims or Liabilities, or at option of lndemnitee(s) will reimburse and pay for all costs and expenses, including legal costs and attorneys' fees, incurred by lndemnitee(s) in connection therewith; and, 2) Contractor will promptly pay any judgment rendered against lndemnitee(s) for any such Claims or Liabilities, and will save and hold lndemnitee(s) harmless therefrom.

B. Further Provisions. The indemnity obligation herein shall be binding on successors, assigns and heirs of Contractor and shall survive termination of this Agreement. Contractor shall incorporate similar indemnity agreements as provided herein with its subcontractors, and if Contractor fails to do so Contractor shall be fully responsible to indemnify City hereunder therefor. Failure of City and/or City Parties (collectively "City" for solely this Section 12(b)) to monitor compliance with any of the indemnification provisions herein shall not be a waiver hereof. The indemnification provisions herein do not apply to claims or liabilities occurring as a result of City's sole negligence or willful misconduct, but, to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from City's negligence. The indemnification provided herein includes Claims or Liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduct of lndemnitors in the performance of the 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 Contractor and City, as to whether liability arises from the sole negligence or willful misconduct of City, Contractor 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. Contractor 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 Contractor under this Agreement any amount due to City from Contractor as a result of Contractor's failure to promptly pay to City any reimbursement or indemnification arising under Section 12 of this Agreement. Such offset, if any, does not satisfy any amount, greater than the offset,. due to City from Contractor.

C. Subcontractors. Contractor shall obtain executed indemnity agreements with provisions identical to those in this Section from each and every subcontractor or any other person(s) or entity(ies) involved by, for, with, or on behalf of the Contractor in the performance of this Agreement.

D. Workers' Compensation Acts not Limiting. Contractor's indemnifications and obligations under this Section, or any other provision of this Agreement, shall not be limited by the provisions of any workers' compensation act or similar act. Contractor expressly waives its statutory immunity under such statutes or laws as to City, its officers, agents, employees and volunteers.
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E. Insurance Requirements not Limiting. City does not, and shall not, waive any rights that it may possess against Contractor because of the acceptance by City, or the deposit with the City, of any insurance policy or certificate required pursuant to this Agreement. The indemnities in this Section shall apply regardless of whether or not any insurance policies are determined to be applicable to the Liabilities, tax, assessment, penalty or interest asserted against City.

F. Survival of Terms. Contractor's indemnifications and obligations under this Section shall survive the expiration or termination of this Agreement.

G. Offset. City may offset against the amount of any fees due to Contractor under this Agreement any amount due to City from Contractor as a result of Contractor's failure to promptly pay to City any reimbursement or indemnification arising under this paragraph.

13. Liability Insurance.

A Insurance Policies. Without limiting Contractor's indemnification of the City as described in Section 12, Contractor shall obtain and provide and maintain at its own expense during the term of this Agreement, policy or policies of liability insurance of the type and amounts described below and satisfactory to the City Attorney. Such policies shall be signed by a person authorized by that insurer to bind coverage on its behalf and must be filed with the City prior to exercising any right or performing any work pursuant to this Agre~ment.

B. Named Additional Insured. The City of Laguna Niguel and its Council members, officers, officials, employees, agents, and volunteers shall be named as additional insureds under the policies required by subparagraphs General and Auto Insurances for all liability arising from Contractor's performance of services pursuant to this Agreement. This insurance shall be primary to any insurance maintained by the City. City insurance shall not contribute to any judgment rendered against the City or any settlement entered into by the City.

C. Insurance Coverage. Prior to the commencement of any services hereunder, .

Contractor shall provide to City certificates of insurance with original endorsements, and copies of policies, if requested by City, of the following insurance coverage:
1) General Liability Insurance. Contractor shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO "insured contract" language will not be accepted. 2) Automobile Liability Insurance. Contractor shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Contractor arising out of or in -6-
connection with Work to be performed under this Agreement , including coverage for any owned, hired, non-owned or rented vehicles, in an amount not less than $1 ,000,000 combined single limit for each accident.
3) [Delete if the services do not require a professional license and insert "Intentionally Omitted"] Professional Liability (errors & omissions) Insurance. Contractor shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of $1 ,000,000 (a) per claim and (b) in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this agreement and Contractor agrees to maintain continuous coverage through a period no less than three (3) years after completion of the services required by this agreement.
4) Workers' Compensation Insurance. Contractor shall maintain Workers' Compensation Insurance (Statutory Limits) and Employer's Liability Insurance (with limits of at least $1 ,000,000). Contractor shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents, employees and volunteers.

D. Waiver of subrogation. All insurance coverage maintained or procured pursuant to this Agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Contractor or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Contractor hereby waives its own right of recovery against City and shall require similar written express waivers and insurance clauses from each of its sub-contractors.

E. Duration of coverage. Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Work hereunder by Contractor, their agents, representatives, employees or subcontractors.

F. Primary/noncontributing. Coverage provided by Contractor shall be primary and any insurance or self-insurance procured or maintained by City shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of the City before the City's own insurance or self-insurance shall be called upon to protect it as a named insured.

G. City's rights of enforcement. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Contractor or City will withhold amounts sufficient to pay premium from Contractor payments. In the alternative, City may cancel this Agreement.
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H. Acceptable insurers. All insurance policies shall be 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 the City's Risk Manager.

I. Enforcement of contract provisions (non estoppel). Contractor acknowledges and agrees that any actual or alleged failure on the part of the City to inform Contractor of noncompliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder.

J. Requirements not limiting. Requirements of specific coverage features, or limits contained in this Section 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. If the Contractor maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.

K. Notice of cancellation. Contractor agrees to oblige its insurance agent or broker and insurers to provide to City with a thirty (30) day notice of cancellation ( except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage.

L. Additional insured status. General liability policies shall provide or be endorsed to provide that the City and its officers, officials, employees, agents, and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies.

M. Prohibition of undisclosed coverage limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing.

N. Separation of Insureds. A severability of interests provision must apply for all additional insureds ensuring that Contractor's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer's limits of liability. The policy(ies) shall not contain any cross-liability exclusions.

0. Pass Through Clause. Contractor agrees to ensure that its subcontractor(s) and any other party involved with the project who is brought onto or involved in the project by Contractor, provide the same minimum insurance coverage and endorsements required of Contractor. Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements -8-
of this section. Contractor agrees that upon request, all agreements with consultants, subconsultant, and others engaged in the project will be submitted to City for review.

P. City's right to revise specifications. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Contractor ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Contractor, the City and Contractor may renegotiate Contractor's compensation.

Q. Self-insured retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by City.

R. Timely notice of claims. Contractor shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Contractor's performance under this Agreement, and that involve or may involve coverage under any of the required liability policies.

S. Additional insurance. Contractor shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Work.

14. State Labor Code; Prevailing Wage Requirements.

A. Public Works. This Agreement calls for services that, in whole or in part, constitute "public works" as defined in Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code ("Chapter 1 "). Further, Contractor acknowledges that this Agreement is subject to (a) Chapter 1 and (b) the rules and regulations established by the Department of Industrial Relations ("DIR") implementing such statutes. Therefore, as to those services that are "public works", Contractor shall comply with and be bound by all the terms, rules and regulations described in Chapter 1 and the rules and regulations established by the DIR implementing such statutes as though set forth in full herein.

B. Prevailing Wage. Contractor and all sub-contractors shall pay the general prevailing rate of per diem wages as determined and as published by the State Director of the Department of Industrial Relations pursuant to Article 2 of Chapter 1 of Part 7, of Division 2 of the State Labor Code, including, but not limited to, Sections 1770, 1771, 1773, 1773.2 and 177 4. Copies of these rates and the latest revisions thereto are on file in the office of the City Clerk of the City of Laguna Niguel or may be obtained at http://www.dir.ca.gov/OPRL/DPreWageDetermination.htm .

C. Contracts. California law requires the inclusion of specific Labor Code provisions in certain contracts. The inclusion of such specific provisions below, whether -9-
or not required by California law, does not alter the meaning or scope of paragraph A of this Section.

D. Registration with DIR. Contractor shall be registered with the Department of Industrial Relations in accordance with California Labor Code Section 1725.5, and has provided proof of registration to City prior to the Effective Date of this Agreement.

Contractor shall not perform work with any subcontractor that is not registered with DIR pursuant to Section 1725.5. Contractor and subcontractors shall maintain their registration with the DIR in effect throughout the duration of this Agreement. If the Contractor or any subcontractor ceases to be registered with DIR at any time during the duration of the project, Contractor shall immediately notify City.

E. Compliance Monitoring. Pursuant to Labor Code Section 1771.4, Contractor's Services are subject to compliance monitoring and enforcement by DIR.

Contractor shall post job site notices, as prescribed by DIR regulations.

F. Copies of Per Diem Wages. Pursuant to Labor Code Section 1773.2, copies of the prevailing rate of per diem wages for each craft, classification, or type of worker needed to perform the Agreement are on file at City Hall and will be made available to any interested party on request. Contractor acknowledges receipt of a copy of the DIR determination of such prevailing rate of per diem wages, and Contractor shall post such rates at each job site covered by this Agreement. Contractor shall post at the work site a copy of the wage rates and post other information as required by law or regulation of the State Labor Commissioner.

G. Penalties. Contractor shall comply with and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. The Contractor shall, as a penalty to City, forfeit $200.00 for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any public work done pursuant to this Agreement by Contractor or by any subcontractor.

H. Payroll Records. Contractor shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Contractor and each subcontractor to: (1) keep accurate payroll records and verify such records in writing . under penalty of perjury, as specified in Section 1776; (2) certify and make such payroll records available for inspection as provided by Section 1776; and (3) inform City of the location of the records. The Contractor and each sub-contractor shall furnish the records specified in State Labor Code Section 1776 directly to the State Labor Commissioner at least monthly in the format prescribed by the State Labor Commissioner.

I. Apprentices. Contractor shall comply with and be bound by the provisions of Labor Code Sections 1777.5, 1777.6 and 1777.7 and California Administrative Code Title 8, Section 200 et seq. concerning the employment of apprentices on public works projects. Section 1777.5 of the Labor Code requires Contractor or Contractors employing -10-
tradesmen in any apprenticeable occupation to apply to the Joint Apprenticeship Committee nearest the site of the public works project, which administers the apprenticeship program in that trade for a certificate of approval. The certificate will also fix the ratio of apprentices to journeymen to be used in the performance of the Agreement. Contractor is required to make contributions to funds established for the administration of apprenticeship programs if he employs registered apprentices or journeymen in any apprenticeable trade and if other contractors on the public works site are making such contributions. Information relative to apprenticeship standards, contributions, wage schedules and other requirements may be obtained from the State Director of Industrial Relations or from the Division of Apprenticeship Standards. Section 1777.6 of the Labor Code provides that it shall be unlawful to refuse to accept otherwise qualified employees as registered apprentices solely on the grounds of race, religious creed, color, national origin, ancestry, sex, or age. Contractor shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations. Prior to commencing work under _this Agreement, Contractor shall provide City with a copy of the information submitted to any applicable apprenticeship program.

Within 60 days after concluding work pursuant to this Agreement, Contractor and each of its subcontractors shall submit to City a verified statement of the journeyman and apprentice hours performed under this Agreement.

J. Debarment or Suspension. The Contractor shall not perform work with any Subcontractor that has been debarred or suspended pursuant to California Labor Code Section 1777.1 or any other federal or state law providing for the debarment of contractors from public works. The Contractor and Subcontractors shall not be debarred or suspended throughout the duration of this Contract pursuant to Labor Code Section 1777.1 or any other federal or state law providing for the debarment of contractors from public works. If the Contractor or any subcontractor becomes debarred or suspended during the duration of the project, the Contractor shall immediately notify City.

K. Overtime. Contractor acknowledges that eight hours labor constitutes a legal day's work. Contractor shall comply with and be bound by Labor Code Section 1810. Contractor shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. The Contractor shall, as a penalty to City, forfeit $25.00 for each worker employed in the performance of this Agreement by the Contractor or by any subcontractor for each calendar day during which such worker is required or permitted to work more than eight hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code. Pursuant to Labor Code section 1815, work performed by employees of Contractor in excess of eight hours per day, and 40 hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of eight hours per day at not less than one and one-half times the basic rate of pay.

L. Workers' Compensation. California Labor Code Sections 1860 and 3700 provide that every employer will be required to secure the payment of compensation to its employees. In accordance with the provisions of California Labor Code Section 1861, Contractor hereby certifies as follows: "I am aware of the provisions of Section 3700 of -11-
the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract."
M. Subcontractors. For every subcontractor who will perform work on the project, Contractor shall be responsible for such subcontractor 's compliance with Chapter 1 and Labor Code Sections 1860 and 3700, and Contractor shall include in the written contract between it and each subcontractor a copy of those statutory provisions and a requirement that each subcontractor shall comply with those statutory provisions.

Contractor shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor's compliance, including without limitation, conducting a periodic review of the certified payroll records of the subcontractor and upon becoming aware of the failure of the subcontractor to pay his or her workers the specified prevailing rate of wages. Contractor shall diligently take corrective action to halt or rectify any failure.

N. Prevailing Wage Indemnification. To the maximum extent permitted by law, Contractor shall indemnify, hold harmless and defend (at Contractor's expense with counsel reasonably acceptable to City) City, its officials, officers, employees, agents and independent contractors serving in the role of City officials, and volunteers from and against any demand or claim for damages, compensation, fines, penalties or other amounts arising out of or incidental to any acts or omissions arising out of the payment of prevailing wages by any person or entity (including Contractor, its subcontractors , and each of their officials, officers, employees and agents) in connection with any work undertaken or in connection with the Agreement, including without limitation the payment of all consequential damages, attorneys' fees, and other related costs and expenses. All duties of Contractor under this Section shall survive the termination of the Agreement.

15. Workers' Compensation Insurance. Contractor acknowledges the provisions of State Labor Code Section 3700, which requires every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of the Labor Code, and Contractor certifies that it will comply with these provisions before commencing performance of work under this Contract. The Contractor shall sign a Workers' Compensation Insurance Certificate, in a form satisfactory to the City, and submit the signed Certificate to the City prior to commencing work under this Contract.

16. Payment Bond Required. For any work performed under this Agreement , such as "repair" work, that does not qualify as "maintenance" work, a Payment Bond (Labor and Materials) shall be submitted by Contractor to the City for the estimated value of that public project work if the value of that work exceeds $25,000.00. Contractor shall obtain a payment bond in an amount that is not less than the total compensation amount for that public project work, and nothing in this Agreement shall be read to excuse this requirement. The required form entitled Payment Bond (Labor and Materials) is attached hereto as Exhibit "C" and incorporated herein by this reference. -12-

17. Warranty.

A. Warranty Period. The work shall be warranted by Contractor against defective materials and workmanship for a period of one year. The warranty period shall start on the date the work is completed as determined by the Project Administrator.

B. Commencement. The warranty period for specific items covered under manufacturers' or suppliers' warranties shall commence on the date they are placed into service at the direction of or as approved by the Project Administrator in writing.

C. Assignment. All warranties, express or implied, from subcontractors, manufacturers, or suppliers, of any tier, for the materials furnished and work performed shall be assigned, in writing, to City, and such warranties shall be delivered to the Project Administrator prior to acceptance of Contractor's performance of the Agreement.

D. Replacement. Contractor shall replace or repair defective materials and workmanship in a manner satisfactory to the Project Administrator, after notice to do so from the Project Administrator, and within the time specified in the notice. If Contractor fails to make such replacement or repairs within the time specified in the notice, City may perform the replacem~nt or repairs at Contractor's expense. If Contractor fails to reimburse City for the actual costs, Contractor's Surety shall be liable for the cost thereof.

E. Nondiscrimination by Contractor. Contractor represents and agrees that Contractor, its affiliates, subsidiaries, or holding companies do not and will not discriminate against any subcontractor, consultant, employee, or applicant for employment because of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual orientation or any protected class or basis prohibited by law. Such nondiscrimination shall include, but not be limited to, the following: employment, upgrading, demotion, transfers, recruitment, recruitment advertising, layoff, termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship.

18. Termination.

A. Right to Terminate. City may terminate this Agreement at any time, at will, for any reason or no reason, after giving written notice to Contractor at least thirty (30) calendar days before the termination is to be effective. Contractor may terminate this Agreement at any time, at will, for any reason or no reason, after giving written notice to City at least sixty (60) calendar days before the termination is to be effective. Unless terminated as provided herein, this Agreement shall continue in effect for the period set forth in Section 3.

B. Obligations upon Termination. Contractor shall cease all work under this Agreement on or before the effective date of termination as specified in the Notice of -13-
Termination. In the event of City's termination of this Agreement due to no fault or failure of performance by Contractor , City shall pay Contractor based on the percentage of work satisfactorily performed up to the effective date of termination. In no event shall Contractor be entitled to receive more than the amount that would be paid to Contractor for the full performance of the Services required by this Agreement. Contractor shall have no other claim against City by reason of such termination , including any claim for compensation.

19. Notice(s). Every notice, demand or request (hereinafter described in this Section as a "Notice") that is given by either party to the other under or in connection with this Agreement shall be in writing, and shall be given: (i) by email, to the applicable email address specified below; or (ii) by United States certified mail, postage prepaid, return receipt requested, or by same-day or overnight reputable private courier, addressed to the party to be served at its address below. Either party may change its email address for Notices, or its address for Notices, by a Notice given in accordance with this Section. Notices shall be deemed to have been delivered: (i) if sent by email, on the next business day, provided the sender's email system confirms has been delivered or does not indicate that delivery did not occur, as applicable; (ii) if sent by certified mail, three (3) days after deposit into the U.S. mail; and (iii) if sent by private courier, one business day after deposit with the courier for overnight delivery (unless the delivery service indicates to the sender that delivery has not occurred, in which case delivery shall be deemed to occur when the delivery service indicates to the sender that it has actually occurred).

CITY: City of Laguna Niguel
Attn: Public Works Director
30111 Crown Valley Parkway
Laguna Niguel, CA 92677
CONTRACTOR: Company Name
Attn: Name
Address: Business Mailing Address
City, State, Zip Code: City, State, Zip Code

20. Entire Agreement. This Agreement supersedes any and all agreements, either oral or written, between the parties hereto with respect to the rendering of Services described in Exhibit "A" hereto by Contractor for City and contains all of the covenants and agreements between the parties with respect to the rendering of such services. Each party to this Agreement acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, have been made with regard to such services by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement, statement, or promise regarding such services not contained in this Agreement shall be valid or binding. Any modification or amendment of this Agreement will be effective only if it is in writing and signed by both parties to this Agreement. -14-

21. Exhibits. The Exhibits referenced in this Agreement are attached hereto and incorporated herein by this reference as though set forth in full in the Agreement. If any inconsistency exists or arises between a provision of this Agreement and a provision of any exhibit, or between a provision of this Agreement and a provision of Contractor's proposal, the provisions of this Agreement shall control.

22. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of California. Any legal action in which enforcement of the terms and conditions of this Agreement is requested, or in which it is alleged that a breach of this Agreement has taken place, shall be filed and prosecuted in the County of Orange, State of California.

23. Breach of Agreement. In addition to the right of termination set forth in Section 19, if Contractor defaults in the performance of any of the terms or conditions of this Agreement, it shall have ten (10) days after service upon it of written notice of such default in which to cure the default by rendering a satisfactory performance. In the event that Contractor fails to cure its default within such period of time, City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice to any other remedy to which it may be entitled at law, in equity, or under this Agreement. The failure of City to object to any default in the performance of the terms and conditions of this Agreement shall not constitute a waiver of either that term or condition or any other term or condition of this Agreement.

24. Attorney Fees. If any legal action or other proceeding, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party shall be entitled to recover all attorneys' fees, experts' fees, and other· costs actually incurred in connection with such litigation or other proceeding, in addition to any other relief to which the party may be entitled.

25. Severability. If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way.

26. Successors and Assigns. The terms and conditions of this Agreement shall be binding on the successors and assigns of the parties to this Agreement.

27. Authority to Sign. The person(s) executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound.
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(REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date 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
By: ----------
Tamara S. Letourneau
City Manager
"CONTRACTOR"

COMPANY NAME
By:-----------
Print Name: ---------
Title: -----------
By: -----------
Print Name: ---------
Title: -----------
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13018-0008\2524884v4.doc
EXHIBIT "A"

SCOPE OF SERVICES
A-1
April 2021 Version
EXHIBIT "B"
SCHEDULE OF COMPENSATION; METHOD OF PAYMENT
[The method of compensation may include: (i) a lump sum payment upon completion of the services, (ii) payment in accordance with specified tasks or the percentage of completion of the services, (iii) payment for time and materials based upon Contractor's rates, provided that time estimates are provided for the performance of sub tasks, but not exceeding the not-to-exceed sum or (iv) such other methods as may be agreed upon between the parties.]
8-1
13018-0008\2524884v4.doc
April 2021 Version
EXHIBIT "C"

FORM OF PAYMENT BOND
Form of Payment Bond (Labor and Materials)
(If and when required under Section 16 of Agreement)
C-1
Bond No. --------

LABOR AND MATERIALS PAYMENT BOND
KNOW ALL PERSONS BY THESE PRESENTS that:

WHEREAS the City of Laguna Niguel ("Public Agency"), State of California, has awarded to the Contractor ("Principal") ________________ _ a contract (the "Contract") for the Work described as follows:
(Project name)
WHEREAS, under the terms of the Contract, the Principal is required before entering upon the performance of the Work, to file a good and sufficient payment Bond with the Public Agency to secure the claims to which reference is made in Title 3 (commencing with Section 9000) of Part 6 of Division 4 of the Civil Code.

NOW, THEREFORE, we, the undersigned Principal, and Surety ("Surety") duly admitted surety insurer under the laws of the State of California, as Surety, are held and firmly bound unto the Public Agency and all contractors, subcontractors, laborers, material suppliers, and other persons employed in the performance of the Contract and referred to in Title 3 ( commencing with Section 9000) of Part 6 of Division 4 of the Civil Code in the penal sum of
Dollars -----------------------------($ ___________ ,for materials furnished or labor thereon of any kind, or for amounts due under the Unemployment Insurance Act with respect to this Work or labor, that the Surety will pay the same in an amount not exceeding the amount hereinabove set forth, and also in case suit is brought upon this Bond, will pay, in addition to the face amount thereof, costs and reasonable expenses and fees, including reasonable attorneys' fees, incurred by Public Agency in successfully enforcing this obligation, to be awarded and fixed by the court, and to be taxed as costs and to be included in the judgment therein rendered.

It is hereby expressly stipulated and agreed that this Bond shall inure to the benefit of any and all persons, companies, and corporations entitled to file claims under Title 3 (commencing with Section 9000) of Part 6 of Division 4 of the Civil Code, so as to give a right of action to them or their assigns in any suit brought upon this Bond.

Upon expiration of the time within which the California Labor Commissioner may serve a civil wage and penalty assessment against the principal, any of its subcontractors, or both the principal and its subcontractors pursuant to Labor Code Section 17 41, and upon expiration of the time within which a joint labor management committee may commence an action against the principal, any of its subcontractors, or both the principal and its subcontractors pursuant to Labor Code Section 1771.2, if the condition of this Bond be fully performed, then this obligation shall become null and void; otherwise, it shall be and remain in full force and effect.

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The Surety hereby stipulates and agrees that no change, extension of time, alteration, or addition to the terms of the Contract or the Specifications accompanying the same shall in any manner affect its obligations on this Bond, and it does hereby waive notice of any such change, extension, alteration, or addition.

IN WITNESS WHEREOF, two (2) identical counterparts of this instrument, each of which shall for all purposes be deemed an original hereof, have been duly executed by Principal and Surety, on the date set forth below, the name of each corporate party being hereto affixed and these presents duly signed by its undersigned representative(s) pursuant to authority of its governing body.

Dated:

NOTE:

1. All signatures must be notarized, and evidence of the authority of any person signing as attorney-in-fact must be attached.

2. DATE OF BOND MUST NOT BE BEFORE DATE OF CONTRACT.

3. Surety companies executing Bonds must appear on the Treasury Department's most current list (Circular 570 as amended) and be authorized to transact business in the State where the project is located.

Type or Print Name: ---------------------
Ti tie:

By:

Signature (above)
Note: Attach the Notary Public Acknowledgement of Principal's Signature Surety's Name: --------------------------l
By:

Signature of Attorney-in-Fact for Surety (above)
Type or Print Name of Attorney-in-Fact:

Note: Attach (i) Attorney-In-Fact Certification; (ii) Notary Public Acknowledgment of Authorizing Signature on Attorney-Fact Certification; and (iii) Notary Public Acknowled ement of Attorne -In-Fact's Si nature
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Contact Name:

Mailing Address: -------------------------1
City, State, Zip Code: -------------------------1
Email Address: -------------------------1
Telephone No.: -------------------------1
APPROVED AS TO FORM:

Scott C. Smith
City Attorney
City of Laguna Niguel
C-4
City of Laguna Niguel
Public Works De artment
3011 1 Crown Valley Parkway - Laguna Niguel, CA 92677
(949) 362-4337 - www.cityoflagunaniguel.org/pw
Date Issue: June 11, 2026
ADDENDUM NO. 1
REQUEST FOR PROPOSALS - CROSSING GUARD SERVICES 2026
This Addendum modifies and forms a part of the Request for Proposals noted below. Portions of the Request for Proposals not specifically mentioned in this Addendum remain in force. All trades affected shall be fully advised to these changes, deletions, and additions.

AD 1-1
PAGE4
REVISE PROPOSAL DUE:

The Request for Proposals due date has been revised from Tuesday, June 16, 2026, to Wednesday June 24, 2026, at 12:00 P.M.

REVISE NOTIFICATION OF SELCTION:

The Notification of Selection has been revised from Tuesday, June 23, 2026, to Monday June 29, 2026.

Edgar Abrenica, Associate Civil Engineer
City of Laguna Niguel
City of Laguna Niguel-Public Works Dept. PW-Rev200228
Project Name: Request for Proposals - Crossing Guard Services 2026

Page 1 of 1 ends

City of Laguna Niguel
Public Works De artment
30111 Crown Valley Parkway - Laguna Niguel, CA 92677
(949) 362-4337 - www.cityoflagunaniguel.org/pw
Date Issue: June 19, 2026
ADDENDUM NO. 2
REQUEST FOR PROPOSALS - CROSSING GUARD SERVICES 2026
This Addendum modifies and forms a part of the Request for Proposals noted below. Portions of the Request for Proposals not specifically mentioned in this Addendum remain in force. All trades affected shall be fully advised to these changes, deletions, and additions.

AD 2-1
PAGE 11
REVISE TABLE 1- CROSSING GUARD LOCATIONS AND TIMES
See Attachment A
AD 2-2

Page 18 ends

REPLACE PROPOSAL FEE SHEET
See Attachment C
AO 2-3

Page 37 ends

REPLACE SAMPLE AGREEMENT
See Attachment C
END OF ADDENDUM NO. 2
Edgar Abrenica, Associate Civil Engineer
City of Laguna Niguel
City of Laguna Niguel-Public Works Dept. PW-Rev200228
Project Name: Request for_ Proposals - Crossing Guard Services 2026 Attachment A
1 2
3 4
5 6
7 8
Table 1- Crossing Guard Locations and Times

INTERSECTION SCHOOL LOCATION(S)
Marian Rancho Niguel Rd & Rancho Bergeson
Elementary Niguel Ctr
Community Adelanto Dr & Via Acaso Dr Roots Academy
Hidden Hills Hidden Hills Rd & Sandling Ct Elementary
a) Aliso Creek Rd & Niguel
Heights Rd
Laguna Niguel b) Aliso Creek Rd. & Moulton
Elementary Pkwy
c) Moulton Pkwy & Aliso Creek
Rd
d) Niguel Heights & Juanita Dr
Malcolm (John) a) Niguel Rd & Ridgeway Ave
Elementary b) Brighton Pl & Charles Rd
Moulton Highlands & Tamaron Elementary
a) Golden Lantern & Shark
Niguel Hills Bay
Middle b) Golden Lantern & Paseo
De La Colinas
Chapparosa Park Rd and:
a) Saltaire
George White b) Saltaire
Elementary c) Golden Lantern
d) School Driveway
e) Seaglen
City of Laguna Niguel - Public Works Department
RFP Crossing Guards Service 2026

Page 11 of 35 ends

MONDAY, TUESDAY,

WEDNESDAY, &

FRIDAY SCHEDULE
7:30- 8:15 am
1 :50- 2:20 pm
6:55 - 7:55 am
2:10- 3:10 pm
7:30- 8:15 am
1 :50- 2:20 pm
7:30- 8:15 am
1 :50- 2:20 pm
7:30- 8:15 am
1 :50- 2:20 pm
7:30- 8:15 am
1 :50- 2:20 pm
8:20 - 9:05 am
2:50- 3:35 pm
7:30- 8:15 am
1 :50- 2:20 pm

THURSDAY

SCHEDULE
7:30- 8:15 am
12:30-1:15pm
6:55 - 7:55 am
12:20-1 :20 pm
7:30- 8:15 am
12:30-1:15pm
7:30- 8:15 am
12:30 -1 :15 pm
7:30- 8:15 am
12:30-1:15pm
7:30 ~ 8:15 am
12:30-1:15 pm
8:20 - 9:05 am
12:30-1:15pm
7:30- 8:15 am
12:30-1 :15 pm
Attachment B

It is estimated that crossing guard services will be needed for up to two (2) hours per guard for each location for a total of 180 days per year. _The Consultant will be compensated for the actual crossing guard hours provided.

Crossing Guard Estimate Annual Annual Total Estimated Hourly Rate Hours (HrsNr) Amount($) ($/Hr) Year 1-3 August 1, 2026 - $ /Hr 6,120 HrsNr $ June 30, 2029 Option July 1, 2029 - $ /Hr 6,120 HrsNr $ Year1 June 30, 2030 Option July 1, 2030 - $ /Hr 6,120 HrsNr $ Year2 June 30, 2031

1. I acknowledge receipt of this RFP for Crossing Guard Services and Addenda No(s).

2. I agree to submit monthly invoices and NET 30 payment terms.

3. This offer shall remain for ___ days (minimum 120 days) from the date of proposal.

FIRM NAME

ADDRESS

TELEPHONE

SIGNATURE OF PERSON

AUTHORISED TO BIND PROPOSER

SIGNATURE'S NAME AND TITLE

DATE SIGNED
City of Laguna Niguel - Public Works Department
RFP Crossing Guards Service 2026

Page 18 of 35 ends

Attachment C

AGREEMENT FOR VENDOR SERVICES

BETWEEN CITY OF LAGUNA NIGUEL AND
FOR
THIS AGREEMENT FOR VENDOR SERVICES ("Agreement ") is made and entered into ____ by and between CITY OF LAGUNA NIGUEL , a California munici al cor oration ("City") and _______________ , a _______________ _
("Contractor "). City and Contractor may be referred to individually as "Party" or collectively as "Parties."

RECITALS
A. City issued a Re uest for Proposals dated ____ , for the prov1s1on of certain ___________ services ("Services ").

B. Proposals for the services 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 Contractor on an independent contractor basis to render such Services and Contractor desires to perform and assume responsibility for the provision of the Services on the terms and conditions set forth in this Agreement.

D. Contractor re resents that it is familiar with the plans of City, experienced in providing ______ services to public clients in the State of California , and it is 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 CONTRACTOR

1.1 Scope of Services. In compliance with all terms and conditions of this Agreement , Contractor 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 , Contractor 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 -1-
of good quality as well as fit for the purpose intended ; and, c) Contractor shall follow the highest professional standards and practices in performing the services required hereunder.

1.2 Contractor's Proposal and City's RFP. If Contractor provided a proposal or bid for the services which are the subject of this Agreement , ("Contractor's Proposal"), such proposal , dated ____ ., shall be incorporated herein by this reference as though fully set forth herein. If City circulated a Re uest for Proposals ("City's RFP") for the services provided for herein , such RFP dated ____ , which was responded to by Contractor '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 Contractor ' s Proposal as well as in City ' s RFP. In the event of any inconsistency or any conflict between the terms of Contractor ' 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 Contractor 's Proposal shall govern , unless this Agreement provides otherwise. In the event of any inconsistency or any conflict between the terms of Contractor 's Proposal , and this Agreement , the terms of this Agreement shall govern. No other terms and conditions from Contractor ' 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 Contractor to comply with this Section.

1.4 Licenses, Permits, Fees and Assessments. Contractor 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. Contractor 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 Contractor ' 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 Contractor , 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 Contractor. It is expressly understood by Contractor that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services or reasonably contemplated therein. Contractor hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Contractor anticipates and that Contractor shall not be entitled to additional compensation therefor. City may in its sole and absolute discretion have similar work done by other Contractors. -2-

1.6 Familiarity with Work. By executing this Agreement , Contractor represents and warrants Contractor: 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 , Contractor 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 Contractor under this Agreement is compatible , and shall be fully functional , with such infrastructure , equipment , computer system and software of City . Contractor acknowledges that City is relying on this representation by Contractor as a material consideration in entering into this Agreement.

1.8 Prevailing Wages. If services include any "public work " or "maintenance work ," as those terms are defined in California Labor Code section 1720 et seq. and California Code of Regulations , Title 8, section 16000 et seq. , and if the total compensation is $1 ,000 or more, Contractor shall pay prevailing wages for such work and comply with the requirements in California Labor Code section I 770 et seq. and 1810 et seq. , and all other applicable laws. To the maximum extent permitted by law, Contractor '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 Contractor , 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 Contractor 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 Contractor 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 ex enses , shall not exceed ________________ Dollars($ _____ ~ ("Compensation Sum"), unless additional compensation is a roved ursuant to Section 1.5. This Agreement includes a contingency amount equal to _______________ Dollars ($ ) ("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 ex enses , shall not exceed ________________ Dollars ($ _____ _., ("Contract Sum"), unless additional compensation is approved pursuant to Section 1.5. 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. The Contract Sum shall include the attendance of Contractor at all project meetings reasonably deemed necessary by City. Contractor agrees that if Contractor becomes aware of any facts , circumstances , -3-
techniques , or events that may or will materially increase or decrease the cost of the work or services , Contractor 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 Contractor wishes to receive payment , no later than the first business day of such month , Contractor 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 , Contractor is certifying compliance with all provisions of this Agreement. Except as provided in Sections 7.3, 7.4 and 7.5, City shall pay Contractor 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 Contractor for correction and resubmission. Review and payment by City for any invoice provided by Contractor shall not constitute a waiver of any rights or remedies provided herein or any applicable law. Each invoice is to include (unless otherwise specified by City): 1) line items for all personnel describing the work performed , the number of hours worked , and the hourly rate; 2) line items for all materials and equipment properly charged to the services ; 3) line items for all other approved reimbursable expenses claimed , with supporting documentation ; and 4) line items for all approved subcontractor labor, supplies , equipment , materials , and travel properly charged to the services. City shall have the discretion to remit payment to Contractor through a credit card, check , or other electronic forms of payment. For the purpose of avoiding additional merchant fees associated with credit card or similar payment methods , Contractor hereby agrees to impose a maximum 1.00% processing fee for all credit card payments made by City.

ARTICLE 3. PERFORMANCE SCHEDULE

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

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

3.3 Schedule of Performance. Contractor 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 Maieure. The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to th is Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of Contractor , 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- I 9 and its variants to the extent such impact is foreseeable or should have reasonably been foreseeable) , if Contractor shall within ten (10) days of the commencement of such delay notify City in writing of the causes of the delay. -4-
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 Contractor be entitled to recover damages against City for any delay in the performance of this Agreement , however caused , Contractor ' s sole remedy being extension of this Agreement pursuant to this Section.

ARTICLE 4. COORDINATION OF WORK

4.1 Contractor Representative. The Contractor Re resentative IS who is authorized to act on Contractor'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 Contractor 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 Contractor 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 Contractor ' s responsibility to assure that the City Representative is kept informed of both the progress of the performance of the services as well as any decisions which must be made by City.

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

4.4 Independent Contractor. Neither City, nor any of its officers , employees or agents , shall have any control over the manner or means by which Contractor , or its officers , employees , agents or subcontractors , perform the services required herein , except as otherwise set forth herein. Contractor 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. Contractor 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 Contractor in its business or otherwise or a joint venturer or a member of any joint enterprise with Contractor. Contractor shall not incur or have the power to incur any debt, obligation or liability whatever against City, or bind City in any manner. Contractor represents and warrants that the personnel used to provide services to City pursuant to this Agreement shall at all times be under Contractor's exclusive control and direction.

No City employee benefits shall be available to Contractor , its officers , employees , agents or subcontractors , in connection with the performance of this Agreement. City shall not be liable for compensation or indemnification to Contractor , its officers , employees , agents or subcontractors , for injury or sickness arising out of performing services hereunder. In the event that Contractor or any officer , employee , agent , or subcontractor of Contractor providing services under this -5-
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 Contractor 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 Contractor, or any officer, employee, agent, or subcontractor Contractor used to provide services under this Agreement, is/are employees of City.

4.5 Subcontracting or Assignment. The experience, knowledge, capability and reputation of Contractor, its principals and employees were a substantial inducement for City to enter into this Agreement. Therefore, without express written approval of City, Contractor 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 Contractor, or any surety or insured of Contractor, 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 Contractor's indemnification obligation to City, Contractor 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 Contractor ninety (90) days advance written notice of such change. If such change results in substantial additional cost to Contractor, City and Contractor may renegotiate Contractor's compensation. (a) Commercial General Liability Insurance. A policy of commercial general liability insurance, with coverage at least as broad as Insurance Services Office ("ISO") form CG 00 01, written on a per occurrence basis for bodily injury, personal injury and property damage. Defense costs must be paid in addition to limits. Coverage for an additional insured shall not be limited to its vicarious liability. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO "insured contract" language will not be accepted. Limits shall be no less than $1,000,000 per occurrence for all covered losses and no less than $2,000,000 general aggregate.
(b) Worker's Compensation Insurance. A policy of worker's compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for Contractor against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by Contractor in the course of carrying out the work or services contemplated in this Agreement.
-6-
( 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) Cyber Liability. Cyber liability insurance appropriate to Contractor'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 Contractor 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.
(e) 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. (f) Subcontractors. In the event Contractor subcontracts any portion of the work in compliance with Section 4.5 of this Agreement, Contractor shall either: 1) include each subcontractor as insureds under its policies of insurance required herein; or, 2) Contractor shall, upon request of City, furnish to City all documentation, required in Article 5 for Contractor, for each subcontractor. All coverages for subcontractors shall include all of the requirements herein.

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

Any failure to comply with the reporting or other provisions of the policies including breaches or warranties shall not affect coverage provided to City. In the event any insurance policy required under this Agreement is cancelled or amended (and the insurance policy is not replaced pursuant to subsection (b) below), or does not comply with Article 5, then: 1) City has the right but not the duty to obtain insurance required herein and any premium paid by City will be promptly reimbursed by Contractor or City will withhold amounts sufficient to pay premium from Contractor payments; or, 2) City, notwithstanding any other provisions of this Agreement, may immediately terminate this Agreement. Contractor shall give City prompt and timely notice of -7-
claims made or suits instituted that arise out of or result from Contractor's performance under this Agreement, and that involve or may involve coverage under any of the required insurance policies. (b) Cancellation/ Amendment. All of herein required policies of insurance shall provide the insurance may not be amended or cancelled by insurer or any Party hereto without providing thirty (30) calendar days prior written notice (with exception of ten (10) calendar days prior written notice for nonpayment of premium) to City. In the event any of said policies of insurance are amended or cancelled, Contractor 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 Contractor'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, Contractor 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, Contractor's insurance. If Contractor maintains broader coverage and/or higher limits than the minimum amounts provided herein, City requires and shall be entitled to the broader coverage and/or higher limits maintained by Contractor. 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 1n 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. Contractor agrees that requirements of Article 5 shall not be construed as limiting in any way the extent to which Contractor may be held responsible for the payment of damages to any persons or property resulting from Contractor's activities or the activities of any person or persons for which Contractor is otherwise responsible nor shall it limit Contractor'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 -8-
retentions as respects City and City Parties, or Contractor shall procure a bond guarante~ing payment of losses and related investigations, claim administration, attorney's fees, defense expenses and claims.

Contractor shall incorporate similar indemnity agreements as provided herein with its subcontractors, and if Contractor fails to do so Contractor shall be fully responsible to indemnify City hereunder therefor. Failure of City and/or City Parties ( collectively "City" for solely this Section 5.3(b )) to monitor compliance with any of the indemnification provisions herein shall not be a waiver hereof. The indemnification provisions herein do not apply to claims or liabilities occurring as a result of City's sole negligence, active 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. 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 the 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 Contractor and City, as to whether liability arises from the sole negligence, active negligence or willful misconduct of City, Contractor will be obligated to pay for City's defense until either such time as a final judgment has been entered adjudicating, or agreement between the Parties is reached determining, City as solely negligent, actively negligent or responsible for willful misconduct.

Contractor will not be entitled in the absence of such a determination or agreement to any reimbursement of defense costs including but not limited to attorneys' fees, expert fees and costs -9-
of litigation. In instances where City is shown to have been actively negligent and/or engaged in willful misconduct, and where City's active negligence and/or willful misconduct accounts for only a percentage of the liability involved, the obligation of Contractor will be for that entire portion or percentage of liability not attributable to the active negligence and/or willful misconduct of City. City may offset against the amount of any fees due to Contractor under this Agreement any amount due to City from Contractor as a result of Contractor'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 Contractor.

ARTICLE 6. RECORDS, REPORTS AND RELEASE OF INFORMATION

6.1 Records. Contractor shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the disbursements charged to City and services performed hereunder ("books and records") as shall be necessary to perform the services required by this Agreement and enable City to evaluate the performance of such services. Any and all such books and records shall be maintained in accordance with generally accepted accounting principles (and, as applicable, maintained also in accordance with requirements of Labor Code section 1776), shall be complete and detailed, and shall be readily accessible. City shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts. Such books and records shall be maintained either for a period of no less than three (3) years following completion of the services hereunder, or for such period of time as required by applicable law, whichever period of time is longer. City shall have access to such books and records in the event any audit is required. Contractor shall fully cooperate with City in providing access to any and all Contractor 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. Contractor 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 Contractor, 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 Contractor 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. Contractor may retain copies of such documents and materials under express condition that Contractor 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 Contractor fails to secure such assignment, Contractor shall indemnify City for all damages resulting therefrom. Moreover, with respect to any Contractor documents and materials that may qualify as "works made for hire" as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed "works made for hire" for City.
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6.4 Confidentiality and Release of Information. All information gained or work product produced by Contractor in its performance of this Agreement shall be considered confidential, unless such information is in the public domain prior to such gain or production.

Contractor 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. Contractor, 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 Contractor immediately gives City notice of such court order or subpoena. If Contractor, or any officer, employee, agent or subcontractor of Contractor, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Contractor for any damages, costs and fees, including attorney's fees, caused by or incurred as a result of Contractor's conduct. As concerning, regarding or related to, in any way, this Agreement and the work performed thereunder: a) Contractor shall immediately notify City should Contractor, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party; b) City retains the right, but has no obligation, to represent Contractor or be present at any deposition, hearing or similar proceeding; and, c) Contractor agrees to cooperate fully with ~ity and to provide City with the opportunity to review any response to discovery requests provided by Contractor, 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 Contractor 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 Contractor, except that where termination or suspension is due to the fault of Contractor, the period of notice may be such shorter time as determined by City. Upon receipt of any notice of termination or suspension, Contractor 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, Contractor shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination or suspension and for any services authorized by City thereafter in accordance with the Schedule of Compensation, or such as may be approved -11-
by City, except as provided in Section 7.5. In event of termination, or suspension, without cause pursuant to this Section, there is no need to provide opportunity to cure pursuant to Section 7 .3.

7.3 Default of Contractor and Opportunity to Cure. In the event that Contractor is in default under the terms of this Agreement, City shall not have any obligation or duty to continue compensating Contractor for any work performed after the date of default. Instead, City may give notice to Contractor of the default and the reasons for the default. The notice shall include the timeframe in which Contractor 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 Contractor 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 alte~ative, City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Contractor does not cure the default by conclusion of noticed timeframe, City may immediately both terminate this Agreement with notice to Contractor 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 Contractor's default shall not be deemed to result in a waiver of City's legal rights or any rights arising out of any provision of this Agreement.

7.4 Termination for Default of Contractor. If termination is due to the failure of Contractor 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 Contractor 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 Contractor for the purpose of set-off or partial payment of the amounts owed City therefor. 7 .5 Retention of Funds. Contractor hereby authorizes City to deduct from any amount payable to Contractor (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by reason of Contractor's acts or omissions in performing or failing to perform Contractor's obligation under this Agreement. In ~he event that any claim is made by a third party, the amount or validity of which is disputed by Contractor, 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 Contractor 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 Contractor 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. Contractor -12-
acknowledges and agrees that any actual or alleged failure on the part of City to inform Contractor of non-compliance with any requirement of this Agreement imposes no additional obligations on City nor does it waive any rights hereunder. Payment to Contractor for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Contractor.

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, Contractor shall file a statutory claim pursuant to Government Code sections 905 et seq. and 910 et seq., in order to pursue a legal action under this Agreement.

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

ARTICLE 8. INDIVIDUAL LIABILITY, CONFLICTS AND NON-DISCRIMINATION

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

8.2 Conflict of Interest. Contractor 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 Contractor's performance of services under this Agreement. Contractor 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. Contractor 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 Contractor 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 -13-
in which they are, directly or indirectly , interested , in violation of any State statute or regulation.

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

ARTICLE 9. MISCELLANEOUS PROVISIONS

9.1 Notices. Any notice or other communication either Party desires or is required to give to the other Party or any other person in regards to this Agreement must be in writing and may be given either by (i) personal service , (ii) delivery by a reputable document delivery service , such as but not limited to, Federal Express , which provides a receipt showing date and time of delivery , or (iii) mailing in the United States Mail , certified mail , ostage repaid , return receipt requested , in the case of City addressed to ___________ Director at City of Laguna Niguel , ______________ , Laguna Niguel , CA 92677 , and in the case of Contractor , to the person(s) at the address designated on the execution page of this Agreement.

Either Party may change its address by notifying the other Party of the change of address in writing.

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

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

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

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

It is understood that there are no oral agreements between the Parties hereto affecting this Agreement , and this Agreement supersedes and cancels any and all prior and contemporaneous negotiations , arrangements , agreements and understandings , if any, between the Parties , concerning this Agreement , and none shall be used to interpret this Agreement. No amendment to or modification of this Agreement shall be valid unless made in writing , approved by City and Contractor , 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 -14-
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. Contractor 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 Contractor, or from any officer, employee or agent of Contractor, in connection with the award of this Agreement or any work to be conducted as a result of this Agreement. Violation of this Section shall be a material breach of this Agreement entitling City to remedies in Section 7.4 and any and all remedies at law or equity.

9. 7 Corporate Authority. The persons executing this Agreement on behalf of the Parties hereto warrant that (i) • such Party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said Party, (iii) by so executing this Agreement, such Party is formally bound to the provisions of this Agreement, and (iv) entering into this Agreement does not violate any provision of any other agreement to which said Party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the Parties.
[SIGNATURES ON FOLLOWING 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
CONTRACTOR:
a ----------------
By: ___________ _
Name:

Title:

By: ___________ _
Name:

Title:

Address: -------------
Two corporate officer signatures required when Contractor 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 CONTRACTOR'S BUSINESS ENTITY.
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ATTACHMENT C
Evaluation Sheets
RFP Crossing Guard Services Summary
June 27, 2026
Vendor Rater A
American Guard Services, Inc. 95.0
All-City Management Services, Inc. 0.0
Rater B

93.0 0.0
Rater C Total Average Ranking

95.0 283.0 94.3 1

0.0 0.0 N/A N/A

REQUEST FOR PROPOSALS EVALUATION FORM

REQUEST FOR PROPOSALS FOR SCHOOL CROSSING GUARD SERVICES FIRM NAME: All City Management Service~. Inc.

GROUP REVIEW SUMMARY DATE: June 29, 2026
Part 1.

CRITERIA
Review Criteria For Consideration WEIGHT

1. Personnel Qualifications and Experience .4

2. - References .3

3. Project Approach to Providing Service .2

4. Project Controls .1
*rate on a scale of 1-100, 1 being the lowest and 100 being the highest Part 2.

Comments:

Vendor submittal invalidated on PlanetBids
Rater A
Signature
June 29, 2026
Date
X
X
X
X
X
OVERALL RANKING:

FIRM
RATING
0 0
0 0
Net Score:

OVERALL
RATING

0.00 0.00

0.00 N/A

REQUEST FOR PROPOSALS EVALUATION FORM

REQUEST FOR PROPOSALS FOR SCHOOL CROSSING GUARD SERVICES FIRM NAME: All City Management Services, Inc.

GROUP REVIEW SUMMARY DATE: June 29, 2026
Part 1.

CRITERIA
Review Criteria For Consideration WEIGHT

1. Personnel Qualifications and Experience .4

2. References .3

3. Project Approach to Providing Service .2

4. Project Controls .1
*rate on a scale of 1- 100, 1 being the lowest and 100 being the highest Part 2.

Comments:

Vendor submittal invalidated on PlanetBids
Rater C
Signature
June 29, 2026
Date
X
X
X
X
X
OVERALL RANKING:

FIRM
RATING
0 0
0 0
Net Score:

OVERALL
RATING

0.00 0.00

0.00 2

REQUEST FOR PROPOSALS EVALUATION FORM

REQUEST FOR PROPOSALS FOR SCHOOL CROSSING GUARD SERVICES FIRM NAME: All City Management Services, Inc.

GROUP REVIEW SUMMARY DATE: June 29, 2026
Part 1.

CRITERIA
Review Criteria For Consideration WEIGHT

1. Personnel Qualifications and Experience .4

2. References .3

3. Project Approach to Providing Service .2

4. Project Controls .1
*rate on a scale of 1-100, 1 being the lowest and 100 being the highest Comments:

Vendor submittal invalidated on PlanetBids
Rater B
Signature
June 29, 2026
Date
X
X
X
X
X
OVERALL RANKING:

FIRM
RATING
0 0
0 0
Net Score:

OVERALL
RATING

0.00 0.00

0.00 REQUEST FOR PROPOSALS EVALUATION FORM

SCHOOL CROSSING GUARD SERVICES
FIRM NAME: American Guard Services, Inc.

GROUP REVIEW SUMMARY DATE: June 29, 2026 OVERALL RANKING:

Part 1.

CRITERIA
Review Criteria For Consideration WEIGHT

1. Personnel Qualifications and Experience .4

2. References .3

3. Project Approach to Providing Service .2

4. Project Controls .1
*rate on a scale of 1-100, 1 being the lowest and 100 being the highest Part 2.

Comments:

Rater A
Signature
June 29, 2026
Date
X
X
X
X
X
FIRM
RATING
95 100
90 90
Net Score:

OVERALL
RATING

38.00 30.00

18.00 9.00

95.00 REQUEST FOR PROPOSALS EVALUATION FORM

SCHOOL CROSSING GUARD SERVICES
FIRM NAME: American Guard Services, Inc.

GROUP REVIEW SUMMARY DATE: June 29, 2026 OVERALL RANKING:

Part 1.

CRITERIA
Review Criteria For Consideration WEIGHT

1. Personnel Qualifications and Experience .4

2. References .3

3. Project Approach to Providing Service .2

4. Project Controls .1
*rate on a scale of 1- 100, 1 being the lowest and 100 being the highest Part 2.

Comments:

Rater B
Signature
June 29, 2026
Date
FIRM

X RATING
X 90
X 100
X 90
X 90
Net Score:

OVERALL(
RATING

36.00 30.00

18.00 9.00

93.00 REQUEST FOR PROPOSALS EVALUATION FORM

SCHOOL CROSSING GUARD SERVICES
FIRM NAME: American Guard Services, Inc.

GROUP REVIEW SUMMARY DATE: June 29, 2026 OVERALL RANKING:

Part 1.

CRITERIA
Review Criteria For Consideration WEIGHT

1. Personnel Qualifications and Experience .4

2. References .3

3. Project Approach to Providing Service .2

4. Project Controls .1
*rate on a scale of 1-100, 1 being the lowest and 100 being the highest Part 2.

Comments:

Rater C
Signature
June 29, 2026
Date
X
X
X
X
X
FIRM
RATING
95 100
90 90
Net Score:

OVERALL
RATING

38.00 30.00

18.00 9.00

95.00 ATTACHMENT D
Crossing Guard Services Agreement with
American Guard Services, Inc.

AGREEMENT FOR VENDOR SERVICES

BETWEEN CITY OF LAGUNA NIGUEL AND
AMERICAN GUARD SERVICES, INC.

FOR

CITYWIDE SCHOOL CROSSING GUARD SERVICES
THIS AGREEMENT FOR VENDOR SERVICES ("Agreement") is made and entered into ____ ("Effective Date") by and between CITY OF LAGUNA NIGUEL, a California municipal corporation ("City") and AMERICAN GUARD SERVICES, INC., a California corporation ("Contractor"). City and Contractor may be referred to individually as "Party" or collectively as "Parties."

RECITALS
A. City issued a Request for Proposals dated June 1, 2026, for the provision of certain annual Crossing Guard services ("Services").

B. Proposals for the services 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.

D. Contractor represents that it is familiar with the plans of City, experienced in providing Crossing Guard services to public clients in the State of California, and it is 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 CONTRACTOR

1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Contractor 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, Contractor 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 -1-
55842.00001\45187601.1
of good quality as well as fit for the purpose intended; and, c) Contractor shall follow the highest professional standards and practices in performing the services required hereunder.

1.2 Contractor's Proposal and City's RFP. If Contractor provided a proposal or bid for the services which are the subject of this Agreement, ("Contractor's Proposal"), such proposal, dated June 24, 2026, shall be incorporated herein by this reference as though fully set forth herein. If City circulated a Request for Proposals ("City's RFP") for the services provided for herein, such RFP dated June 1, 2026, which was responded to by Contractor'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 Contractor's Proposal as well as in City's RFP. In the event of any inconsistency or any conflict between the terms of Contractor'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 Contractor's Proposal shall govern, unless this Agreement provides otherwise. In the event of any inconsistency or any conflict between the terms of Contractor's Proposal, and this Agreement, the terms of this Agreement shall govern. No other terms and conditions from Contractor'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 Contractor to comply with this Section.

1.4 Licenses, Permits, Fees and Assessments. Contractor 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. Contractor 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 Contractor'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 (Integration; Amendment) as well as the Laguna Niguel Municipal Code, is first given by City to Contractor, 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 Contractor. It is expressly understood by Contractor that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services or reasonably contemplated therein. Contractor hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Contractor anticipates and that Contractor shall not be entitled to additional compensation therefor. City may in its sole and absolute discretion have similar work done by other Contractors.
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1.6 Familiarity with Work. By executing this Agreement, Contractor represents and warrants Contractor: 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, Contractor 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 Contractor under this Agreement is compatible, and shall be fully functional, with such infrastructure, equipment, computer system and software of City. Contractor acknowledges that City is relying on this representation by Contractor as a material consideration in entering into this Agreement.

1.8 Prevailing Wages. If services include any "public work" or "maintenance work," as those terms are defined in California Labor Code section 1720 et seq. and California Code of Regulations, Title 8, section 16000 et seq., and if the total compensation is One Thousand Dollars ($1,000) or more, Contractor 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, Contractor'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 Contractor, 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 Contractor 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 Aggregate Contract Sums. Subject to any limitations set forth in this Agreement, City agrees to pay Contractor the amounts specified in the "Schedule of Compensation" attached hereto as Exhibit C and incorporated herein by this reference. The total compensation for each of the respective Services Time Periods listed in Exhibit C (including Contingency Sum(s), if any), including reimbursement for actual expenses, shall not exceed each Services Time Period's respective Contract Sum listed in Exhibit C, unless additional compensation is approved pursuant to Section 1.5 (Additional Services and Compensation). Specific periods of time during the contract term have specific not-to-exceed amounts as detailed in Exhibit C. The aggregate of the various Contract Sums shall not exceed Nine-hundred Eighty-Three Thousand Seventy Dollars ($983,070), which is the total compensation available under this Agreement. However, funds available pursuant to the respective Contract Sum for each specific Services Time Period in Exhibit C may not be transferred between the Services Time Periods. The Contractor shall obtain written approval from the City for any use of any Contingency Sum provided for in Exhibit C.

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 -3-
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original term of the Agreement, if term is extended (pursuant to Section 3.2 (Term) or otherwise), fees and rates may only be increased both pursuant to Section 9 .4 (Integration; Amendment) 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 or three percent (3%), whichever is less. City has no obligation or duty to provide any such increase. The Contract Sum shall include the attendance of Contractor at all project meetings reasonably deemed necessary by City. Contractor agrees that if Contractor becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services, Contractor shall promptly notify the City Representative of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto.

7.4 (Termination for Default of Contractor) and 7.5 (Retention of Funds), City shall pay Contractor 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 Contractor for correction and resubmission. Review and payment by City for any invoice provided by Contractor shall not constitute a waiver of any rights or remedies provided herein or any applicable law. Each invoice is to include (unless otherwise specified by City): 1) line items for all personnel describing the work performed, the number of hours worked, and the hourly rate; 2) line items for all materials and equipment properly charged to the services; 3) line items for all other approved reimbursable expenses claimed, with supporting documentation; and 4) line items for all approved subcontractor labor, supplies, equipment, materials, and travel properly charged to the services. City shall have the discretion to remit payment to Contractor through a credit card, check, or other electronic forms of payment. For the purpose of avoiding additional merchant fees associated with credit card or similar payment methods, Contractor hereby agrees to impose a maximum 1.00% processing fee for all credit card payments made by City.

ARTICLE 3. PERFORMANCE SCHEDULE
3~1 Time of Essence. Time is of the essence in the performance of this Agreement.

3.2 Term. Unless earlier terminated in accordance with Article 7 (Enforcement of Agreement and Termination) of this Agreement, this Agreement shall continue in full force and effect until completion of the services, which shall be no later than June 30, 2029. The term of this Agreement may be extended administratively (with total cumulative extension no greater than two years), by the City pursuant to Section 9.4 (Integration; Amendment) and without the need for further approval by the City Council, if the Contractor's performance is satisfactory and it is in the best interest of the City.
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3.3 Schedule of Performance. Contractor 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.

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 Contractor be entitled to recover damages against City for any delay in the performance of this Agreement , however caused, Contractor's sole remedy being extension of this Agreement pursuant to this Section.

ARTICLE 4. COORDINATION OF WORK

4.1 Contractor Representative. The Contractor Representative is Gerald A Gregory, Executive Vice President, (800) 441-1808, jgregory @americanguardservices.com, who is authorized to act on Contractor'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 Contractor 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 Contractor 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 Contractor's responsibility to assure that the City Representative is kept informed of both the progress of the performance of the services as well as any decisions which must be made by City.

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

4.4 Independent Contractor. Neither City, nor any of its officers, employees or agents, shall have any control over the manner or means by which Contractor, or its officers, employees, agents or subcontractors, perform the services required herein, except as otherwise set -5-
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forth herein. Contractor 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. Contractor 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 Contractor in its business or otherwise or a joint venturer or a member of any joint enterprise with Contractor. Contractor shall not incur or have the power to incur any debt, obligation or liability whatever against City, or bind City in any manner. Contractor represents and warrants that the personnel used to provide services to City pursuant to this Agreement shall at all times be under Contractor's exclusive control and direction.

No City employee benefits shall be available to Contractor, its officers, employees, agents or subcontractors, in connection with the performance of this Agreement. City shall not be liable for compensation or indemnification to Contractor, its officers, employees, agents or subcontractors, for injury or sickness arising out of performing services hereunder. In the event that Contractor or any officer, employee, agent, or subcontractor of Contractor 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 Contractor 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 Contractor, or any officer, employee, agent, or subcontractor Contractor used to provide services under this Agreement, is/are employees of City.

ARTICLE 5. INSURANCE AND INDEMNIFICATION

5.1 Insurance Coverages. Prior to commencement of any services under this Agreement, and without limiting Contractor's indemnification obligation to City, Contractor 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 Contractor ninety (90) days advance written notice of such change. If such change results in substantial additional cost to Contractor, City and Contractor may renegotiate Contractor'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") -6-
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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 One Million Dollars ($1,000,000) per occurrence for all covered losses and no less than Two Million Dollars ($2,000,000) general aggregate. (b) Worker's Compensation Insurance. A policy of worker's compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for Contractor against any loss, claim or damage . arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by Contractor 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 One Million Dollars ($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) Cyber Liability. Cyber liability insurance appropriate to Contractor's profession and the services hereunder, written on a per occurrence basis, with limits not less than One Million Dollars ($1,000,000) per occurrence/loss, and Two Million Dollars ($2,000,000) in the aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations undertaken by Contractor 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. (e) 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. (f) Subcontractors. In the event Contractor subcontracts any portion of the work in compliance with Section 4.5 (Subcontracting or Assignment) of this Agreement, Contractor shall either: 1) include each subcontractor as insureds under its policies of insurance required herein; or, 2) Contractor shall, upon request of City, furnish to City all documentation, required in Article 5 for Contractor, for each subcontractor. All coverages for subcontractors shall include all of the requirements herein.
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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 (Insurance and Indemnification), then:
1) City has the right but not the duty to obtain insurance required herein and any premium paid by City will be promptly reimbursed by Contractor or City will withhold amounts sufficient to pay premium from Contractor payments; or, 2) City, notwithstanding any other provisions of this Agreement, may immediately terminate this Agreement. Contractor shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Contractor's performance under this Agreement, and that involve or may involve coverage under any of the required insurance policies.
(b) Cancellation/ Amendment. All of herein required policies of insurance shall provide the insurance may not be amended or cancelled by insurer or any Party hereto without providing thirty (30) calendar days prior written notice (with exception of ten (10) calendar days prior written notice for nonpayment of premium) to City. In the event any of said policies of insurance are amended or cancelled, Contractor shall, five (5) business days prior to the cancellation date, submit new evidence of insurance, or reinstatement of policy, in conformance with this Agreement to City.
(c) Additional Insureds. The commercial general liability policy provided for in Section 5 .1 (a) ( Commercial General Liability Insurance) and the auto mo bile liability policy provided for in Section 5 .1 ( c) ( Auto mo bile Liability) 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 Contractor'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, Contractor 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, Contractor's insurance. If Contractor maintains broader coverage and/or higher limits than the minimum amounts provided herein, City requires and shall be entitled to the broader coverage and/or higher limits maintained by Contractor. 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 -8-
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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. Contractor agrees that requirements of Article 5 (Insurance and Indemnification)shall not be construed as limiting in any way the extent to which Contractor may be held responsible for the payment of damages to any persons. or property resulting from Contractor's activities or the activities of any person or persons for which Contractor is otherwise responsible nor shall it limit Contractor's indemnification liabilities as provided in Section 5 .3 (Indemnification). 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 Contractor 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. Contractor 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 Contractor, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Contractor is legally liable ( each an "lndemnitor" and collectively, "Indemnitors") in connection with the performance of Contractor'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) Contractor will defend any action or actions filed or threatened in connection with any such Claims or Liabilities, or at option oflndemnitees will reimburse and pay for all costs and expenses, including legal costs and attorneys' fees, incurred by Indemnitees in connection therewith; and, 2) Contractor will promptly pay and satisfy any judgment, award or decree rendered against Indemnitees, and reimburse Indemnitees for the cost of any settlement paid by Indemnitees, for any such Claims or Liabilities, and will save and hold Indemnitees harmless therefrom.
(b) Further Provisions. The indemnity obligations herein shall be binding on successors, assigns and heirs of Contractor and shall survive termination of this Agreement. -9-
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Contractor shall incorporate similar indemnity agreements as provided herein with its subcontractors, and if Contractor fails to do so Contractor shall be fully responsible to indemnify City hereunder therefor. Failure of City and/or City Parties ( collectively "City" for solely this Section 5.3(b) (Further Provisions)) 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, active 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. The indemnification provided herein includes Claims or Liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduct of lndemnitors in the performance of the 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 Contractor and City, as to whether liability arises from the sole negligence, active negligence or willful misconduct of City, Contractor will ·be obligated to pay for City's defense until either such time as a final judgment has been entered adjudicating, or agreement between the Parties is reached determining, City as solely negligent, actively negligent or responsible for willful misconduct. Contractor will not be entitled in the absence of such a determination or agreement to any reimbursement of defense costs including but not limited to attorneys' fees, expert fees and costs oflitigation. In instances where City is shown to have been actively negligent and/or engaged in willful misconduct, and where City's active negligence and/or willful misconduct accounts for only a percentage of the liability involved, the obligation of Contractor will be for that entire portion or percentage of liability not attributable to the active negligence and/or willful misconduct of City. City may offset against the amount of any fees due to Contractor under this Agreement any amount due to City from Contractor as a result of Contractor's failure to promptly pay to City any reimbursement or indemnification arising under Section 5 .3 (Indemnification) of this Agreement. Such offset, if any, does not satisfy any amount, greater than the offset, due to City from Contractor.

ARTICLE 6. RECORDS, REPORTS AND RELEASE OF INFORMATION

6.1 Records. Contractor shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the disbursements charged to City and services performed hereunder ("books and records") as shall be necessary to perform the services required by this Agreement and enable City to evaluate the performance of such services. Any and all such books and records shall be maintained in accordance with generally accepted accounting principles ( and, as applicable, maintained also in accordance with requirements of Labor Code section 1776), shall be complete and detailed, and shall be readily accessible. City shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts. Such books and records shall be maintained either for a period of no less than three (3) years following completion of the services hereunder, or for such period of time as required by applicable law, whichever period of time is longer. City shall have access to such books and records in the event any audit is required. Contractor shall fully cooperate with City in providing access to any and all Contractor 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. Contractor shall periodically submit written reports to City Representative concerning performance of services, upon request, and/or as necessary for City to -10-
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be informed of both performance of services as well as any decisions which must be made by City.

Contractor 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. Contractor, 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 Contractor immediately gives City notice of such court order or subpoena. If Contractor, or any officer, employee, agent or subcontractor of Contractor, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Contractor for any damages, costs and fees, including attorney's fees, caused by or incurred as a result of Contractor's conduct. As concerning, regarding or related to, in any way, this Agreement and the work performed thereunder: a) Contractor shall immediately notify City should Contractor, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party; b) City retains the right, but has no obligation, to represent Contractor or be present at any deposition, hearing or similar proceeding; and, c) Contractor agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Contractor, 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 -11-
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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 Contractor 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 (Termination for Default of Consultant) 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 Contractor, except that where termination or suspension is due to the fault of Contractor, the period of notice may be such shorter time as determined by City. Upon receipt of any notice of termination or suspension, Contractor 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 (Invoices), Contractor 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 (Retention of Funds). 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 (Default of Contractor and Opportunity to Cure).

7.3 Default of Contractor and Opportunity to Cure. In the event that Contractor is in default under the terms of this Agreement, City shall not have any obligation or duty to continue compensating Contractor for any work performed after the date of default. Instead, City may give notice to Contractor of the default and the reasons for the default. The notice shall include the timeframe in which Contractor 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 Contractor 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 Contractor does not cure the default by conclusion of noticed timeframe, City may immediately both terminate this Agreement with notice to Contractor as well as pursue the remedy in Section 7.4 (Termination for Default of Consultant), 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 Contractor's default shall not be deemed to result in a waiver of City's legal rights or any rights arising out of any provision of this Agreement.

7.4 Termination for Default of Contractor. If termination is due to the failure of Contractor to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7 .3 (Default of Consultant and Opportunity to Cure), take over the work and prosecute the same to completion by contract or otherwise, and Contractor 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 Contractor for the purpose of set-off or partial payment of the amounts owed City therefor.
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7.5 Retention of Funds. Contractor hereby authorizes City to deduct from any amount payable to Contractor (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by reason of Contractor's acts or omissions in performing or failing to perform Contractor'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 Contractor, 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 Contractor 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 Contractor 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 provi.sion of this Agreement. Contractor acknowledges and agrees that any actual or alleged failure on the part of City to inform Contractor of non-compliance with any requirement of this Agreement imposes no additional obligations on City nor does it waive any rights hereunder. Payment to Contractor for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Contractor.

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, Contractors' fees, taking depositions and -13-
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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

8.2 Conflict of Interest. Contractor 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 Contractor's performance of services under this Agreement. Contractor 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. Contractor 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 Contractor 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.

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

ARTICLE 9. MISCELLANEOUS PROVISIONS

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

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

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

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

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

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

American Guard Services, Inc.
a California corporation
By: ___________ _
Name:

Title:

By: ___________ _
Name:

Title:

Address: ------------
Two corporate officer signatures required when Contractor 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 CONTRACTOR'S BUSINESS ENTITY.
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55842.00001 \45187601.1

EXHIBIT A

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

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

A(l)
55842.00001 \45187601.1
55842.00001 \45187601.1

EXHIBITB

SPECIAL REQUIREMENTS
(Superseding Agreement Template)

NOT APPLICABLE
B(l)

EXHIBIT C

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

II. The total compensation for the services identified in Exhibit A shall not exceed the aggregate of the Contract Sums, as described in Section 2.1 (Contract Sum) of this Agreement, and such Contract Sums are defined below for each of the Services Time Periods.

III. The total compensation for each Services Time Period is listed below. Funds available for each specific Services Time Period may not be transferred between the Services Time Periods listed below.
[NOTE (and delete this entire NOTE when Exhibit C is finalized): Below list the specific Services Time Periods that this multiyear agreement provides for consistent with Scope of Services in Exhibit A (e.g., "2023, "or "July 1, 2023 - December 31, 2023), respective not-to-exceed amounts under "Specific Sum," respective contingency amounts (if any) under "Contingency Sum," and then the "Contract Sum" for each Services Time Period which is sum of Specific Sum and Contingency Sum.]

SERVICES TIME PERIODS

1. Time Period -August 18, 2026 - June 30, 2027

2. Specific Sum - Two-Hundred Seventy-Three Thousand Seventy-Five_Dollars ($273,075)

3. Contingency Sum - Fifty-Four Thousand Six-Hundred Fifteen Dollars ($ 54,615)

4. Contract Sum - Three-Hundred Twenty-Seven Thousand Six-Hundred Ninety Dollars ($327,690)

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

2. Specific Sum- Two-Hundred Seventy-Three Thousand Seventy-Five_Dollars ($273,075)

3. Contingency Sum- Fifty-Four Thousand Six-Hundred Fifteen Dollars ($ 54,615)

4. Contract Sum - Three-Hundred Twenty-Seven Thousand Six-Hundred Ninety Dollars ($327,690)

1. Time Period - July 1, 2028 - June 30, 2029

2. Specific Sum - Two-Hundred Seventy-Three Thousand Seventy-Five_Dollars ($273,075)

3. Contingency Sum - Fifty-Four Thousand Six-Hundred Fifteen Dollars ($ 54,615)

4. Contract Sum - Three-Hundred Twenty-Seven Thousand Six-Hundred Ninety Dollars ($327,690)
55842.00001\45187601.1 C(l)

1. Time Period - July 1, 2029-June 30, 2030 (OPTION YEAR 1)

2. Specific Sum - Two-Hundred Ninety-Eight Thousand Four-Hundred Seventy-Three Dollars
($298,473)

3. Contingency Sum - Fifty-Nine Thousand Six-Hundred Ninety-Five Dollars ($59,695)

4. Total Sum - Three-Hundred Fifty-Eight Thousand One-Hundred Sixty-Eight Dollars ($358,168)

1. Time Period - July 1, 2030 - June 30, 2031 (OPTION YEAR 2)

2. Specific Sum - Three-Hundred Eleven Thousand One-Hundred Forty One Dollars ($311,141)

3. Contingency Sum - Sixty-Two Thousand Two-Hundred Twenty-Nine Dollars ($62,229)

4. Total Sum - Three Hundred Seventy Three Thousand Three-Hundred Seventy Dollars ($373,370)
IV. Contractor will be compensated for services provided pursuant to this Agreement in accordance with description in Consultant's Proposal.
55842.00001 \45187601.1 C(2)

EXHIBITD

SCHEDULE OF PERFORMANCE
I. Contractor shall perform all services and deliver all work products timely in accordance with the schedule described in Contractor's Proposal and City's RFP, and/or as mutually agreed upon between City and Contractor (refer to Section 1.2 (Consultant's Proposal and City's RFP) for conflicts).

D(1)
55842.00001 \45187601.1

Laguna Niguel City CouncilJuly 21, 2026

Laguna Niguel City Council
July 21, 2026