Lake Forest City Council
May 7, 2024

AGENDA

LAKE FOREST CITY COUNCIL
Regular Meeting of the City Council
Tuesday, May 7, 2024
Closed Session 5:30 p.m.

Public Session 6:30 p.m.

City Council Chambers, 100 Civic Center Drive, Lake Forest, California NOTICE: Pursuant to Lake Forest Municipal Code Section 2.04.010, Regular Meetings of the City Council are held the First and Third Tuesday of each month at the hour of 5:30 p.m. for Closed Session matters, if required.

The Public Session of the meeting shall commence at 6:30 p.m. or as soon thereafter as possible. Special Meeting times may be held at a different time and date as listed on the Agenda.

AGENDA DOCUMENT REVIEW: The Agenda and staff reports are available on the Internet at https://www.lakeforestca.gov/en/government/meeting-agendas-and-minutes/meeting-agendas and at the City Clerk’s Office, 100 Civic Center Drive, Lake Forest, California, on the Friday before the meeting on Tuesday.

AGENDA DESCRIPTION: The Agenda descriptions are intended to give notice to members of the public of a general summary of items of business to be transacted or discussed. The listed Recommended Action represents staff’s recommendation. The City Council may take any action which it deems to be appropriate on the agenda item and is not limited in any way by the recommended action.

AGENDA ON SOCIAL MEDIA: This meeting will be streamed through Facebook Live. Comments will not be taken via Facebook Live. The City provides the Facebook Live stream as an additional service to the public.

However, the City cannot guarantee that its network and/or the site will be uninterrupted. The City is not responsible for any interrupted service.

SPECIAL NOTICE REGARDING PUBLIC ACCESS TO THE MEETING AND PUBLIC COMMENT:

PUBLIC PARTICIPATION: In addition to attending in person, members of the public may access the meeting live on our website at https://www.lakeforestca.gov/en/government/meeting-agendas-and-minutes/meeting-agendas.

PUBLIC COMMENT PRIOR TO THE MEETING: Members of the public may submit email comments to [email protected]. Email comments will be uploaded to the agenda packet and made part of the official public record of the meeting and will not be read at the meeting. To ensure staff reviews all comments prior to the City Council meeting, please submit email comments no later than 5:00 p.m. the day of the meeting.

PUBLIC COMMENT: Members of the public may provide comments in-person at the meeting. Public comments will no longer be accepted remotely. Those wishing to provide comments in-person at the meeting will be asked to submit a request to speak to the City Clerk. To ensure prompt distribution to the City Council, members of the public wishing to provide written materials to the City Council should do so prior to the start of the meeting or as close thereto as possible, as time will not be taken during the public comment period to distribute written materials to the City Council.

May 7, 2024 LAKE FOREST CITY COUNCIL AGENDA Page 1 CALL TO ORDER:

Council Members:

Mayor Pro Tem:

Mayor:

City Manager:

City Attorney: City
Clerk:
5:30 p.m.

Doug Cirbo
Robert Pequeño
Benjamin Yu
Scott Voigts
Mark Tettemer
Debra Rose
Matthew E. Richardson
Lisa Berglund
CLOSED SESSION PUBLIC COMMENT:

CLOSED SESSION: At this time, the City Council may recess to Closed Session for conference with Legal Counsel to discuss the items listed below pursuant to Government Code requirements. Any items not concluded by 6:30 p.m. may be continued to the end of the Public Session. At this time, members of the public may address the City Council regarding any items listed on the Closed Session agenda. No action may be taken on items not listed on the agenda unless authorized by law. Comments shall be limited to three minutes per item. Any person wishing to address the City Council on a Closed Session matter is requested to complete a "Request to Speak" form available at agenda public review table near the entrance. The completed form is to be submitted to the City Clerk prior to an individual being heard by the City Council. Whenever possible, lengthy testimony should be presented to the City Council in writing (8 copies) and only pertinent points presented orally.

CLOSED SESSION (Item No. 1)
CLOSED SESSION: At this time, the City Council may recess to Closed Session for conference with Legal Counsel to discuss the items listed below pursuant to Government Code requirements. Any items not concluded by 6:30 p.m. may be continued to the end of the Public Session.

1. PUBLIC EMPLOYEE PERFORMANCE EVALUATION
PURSUANT TO GOVERNMENT CODE SECTION 54957
TITLE: CITY MANAGER
RECOMMENDED ACTION: Conduct closed session.

RECESS: City Council will recess to Closed Session for the purpose of conducting regular City business.

RECONVENE: City Council will reconvene to continue regular City business.

May 7, 2024 LAKE FOREST CITY COUNCIL AGENDA Page 2 PUBLIC SESSION: 6:30 p.m.

PUBLIC SESSION: At this time, the City Council will convene to consider public matters. Those wishing to address the City Council may submit a completed “Request to Speak” form to the City Clerk prior to City Council action.

INVOCATION: The Invocation will be provided by Chaplain Serena Cummins, Orange County Sheriff’s Department.

PLEDGE OF ALLEGIANCE: The Pledge of Allegiance to the Flag of our Country to be led by Cub Scout Troop #4321.

CLOSED SESSION REPORT: City Attorney will report on Closed Session.

REPORT FROM STUDENT LIAISON: Report from Aarav Rajpara, Student Liaison from El Toro High School.

PRESENTATIONS (Item Nos. 2 – 4)

2. TASTE OF LAKE FOREST RETURNS
RECOMMENDED ACTION: Receive and file the 2024 Taste of Lake Forest presentation.

3. PROCLAMATION SUPPORTING DROWNING PREVENTION

AWARENESS
RECOMMENDED ACTION: Approve a Proclamation designating May through August 2024 as Drowning Prevention Awareness Season.

May 7, 2024 LAKE FOREST CITY COUNCIL AGENDA Page 3

4. RECOGNITION OF ORANGE COUNTY SHERIFF DEPARTMENT

CAPTAIN CHRISTINE BERRYMAN
RECOMMENDED ACTION: Present the recognition.

PUBLIC COMMENTS
Members of the public can submit an e-comment to [email protected]. E-comments will not be read at the meeting.

Members of the public may also provide comments in-person at the meeting. Those wishing to provide comments in-person at the meeting will be asked to submit a request to speak to the City Clerk.

CONSENT CALENDAR (Item Nos. 5 – 13)
All matters listed under the Consent Calendar are considered routine and will be enacted by one vote. There will be no separate discussion of these items unless Members of the City Council, the public, or staff request specific items be removed from the Consent Calendar for separate action.

5. MOTION TO WAIVE READING OF RESOLUTIONS AND ORDINANCES RECOMMENDED ACTION: Said Ordinances and Resolutions which appear on the public agenda shall be determined to have been read by title and further reading waived.

6. MINUTES OF THE REGULAR MEETING OF THE CITY COUNCIL HELD ON APRIL 16, 2024
RECOMMENDED ACTION: Approve as submitted.

7. QUARTERLY TREASURER'S REPORT - QUARTER ENDED MARCH 31, 2024
RECOMMENDED ACTION: Receive and file.

8. PROCLAMATION DESIGNATING MAY 19-25, 2024, AS "NATIONAL PUBLIC WORKS WEEK"
RECOMMENDED ACTION: Approve a Proclamation designating May 19-25, 2024, as National Public Works Week in the City of Lake Forest.

May 7, 2024 LAKE FOREST CITY COUNCIL AGENDA Page 4

9. GEOGRAPHIC INFORMATION SYSTEM LICENSE AGREEMENT
RECOMMENDED ACTION: 1. Approve the Small Enterprise License Agreement and the Master Services Agreement with Environmental Systems Research Institute, Inc. for ArcGIS software licenses and maintenance. 2. Authorize the Mayor to sign and execute the attached Small Enterprise License Agreement.

10. AWARD A CONTRACT FOR THE TRAFFIC OPERATIONAL

IMPROVEMENT STUDY
RECOMMENDED ACTION: 1. Award a contract in the amount of $94,615 for Traffic Operational Improvement Study to AGA Engineers, Inc. 2.

Authorize the Mayor to sign, and the City Clerk to attest to the agreement with AGA Engineers, Inc. substantially in the form attached.

11. AWARD OF CONTRACTS FOR CONTRACT ADMINISTRATION AND

CONSTRUCTION INSPECTION SERVICES FOR LAKE FOREST

TRANSPORTATION MITIGATION PROJECTS AND ARTERIAL MEDIAN

IMPROVEMENT PROJECT
RECOMMENDED ACTION: 1. Award a Professional Consultant Services Agreement with a compensation amount of $338,904.00 to Z&K Consultants, Inc. for Contract Administration and Construction Inspection Services. 2. Award a Professional Consultant Services Agreement with a compensation amount of $460,115.52 to FCG Consultants, Inc. for Contract Administration and Construction Inspection Services. 3. Award a Professional Consultant Services Agreement with a compensation amount of $123,765.00 to Transtech Engineers, Inc. for Contract Administration and Construction Inspection Services. 4. Authorize the Mayor to sign, and the City Clerk to attest, the award of Professional Consultant Services Agreements to Z&K Consultants, Inc., FCG Consultants, Inc., and Transtech Engineers, Inc.

12. AWARD CONSTRUCTION CONTRACT FOR THE RIDGE ROUTE
MEDIAN IMPROVEMENT PROJECT (PW-24S07)
May 7, 2024 LAKE FOREST CITY COUNCIL AGENDA Page 5 RECOMMENDED ACTION: 1. Approve contract documents for
construction of the Ridge Route Median Improvement Project (PW-24S07).

2. Award a contract in the amount of $257,480 to Cheloletty Engineering, Inc. 3. Authorize the Mayor to sign, and the City Clerk to attest the contract with Cheloletty Engineering, Inc. 4. Adopt Resolution entitled: A

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LAKE FOREST, CALIFORNIA, AMENDING THE 2023-2030 CAPITAL IMPROVEMENT
PLAN; AMENDING APPROPRIATIONS FOR FISCAL YEAR 2023-24.

13. LAKE FOREST CIVIC CENTER LANDSCAPE AND STREETSCAPE

MAINTENANCE
RECOMMENDED ACTION: 1. Approve the First Amendment to the Agreement for Maintenance Services for Lake Forest Civic Center Landscape and Streetscape Maintenance Services with Brightview Landscape Services, Inc. 2. Authorize the Mayor to sign, and the City Clerk to attest, the First Amendment substantially in the form attached.

PUBLIC HEARING(S) (Item Nos. 14 – 15)
Public Hearings are scheduled for a time certain of 6:30 p.m. or as soon thereafter as possible. City Council, when considering the matter scheduled for hearing, will take the following actions: 1. Open the Public Hearing. 2. Receive staff report. 3. Accept public testimony. 4. City Council comments and questions. 5. Close the Public Hearing and take appropriate action.

14. COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM - FISCAL
YEAR 2024-25 ANNUAL ACTION PLAN
RECOMMENDED ACTION: Conduct a public hearing on the draft Fiscal Year 2024-25 Community Development Block Grant Program Annual Action Plan, close the public hearing, and direct staff to submit the Annual Action Plan to the U.S. Department of Housing and Urban Development.

15. PUBLIC HEARING TO CONSIDER ADOPTION OF PROPOSED FEE

SCHEDULE
RECOMMENDED ACTION: 1. Conduct the noticed public hearing. 2. Adopt a Resolution Entitled: A RESOLUTION OF THE CITY COUNCIL OF THE

CITY OF LAKE FOREST, CALIFORNIA, ESTABLISHING UPDATED FEES May 7, 2024 LAKE FOREST CITY COUNCIL AGENDA Page 6 AND CHARGES FOR VARIOUS MUNICIPAL SERVICES.

DISCUSSION/ACTION ITEMS (Item No. 16)
The following matters are for City Council consideration/discussion/action. Members of the public may have the opportunity to address these items if they wish to do so. Please complete the Request to Speak form and give to the City Clerk.

16. 2023-2025 OPERATING BUDGET MID-CYCLE REVIEW FOR FISCAL YEAR 2024-25
RECOMMENDED ACTION: 1. Receive presentation on Mid-Cycle Budget Review. 2. Review, revise, or provide direction on the allocation of the Fiscal Year 2024-25 Budget.

CITY MANAGER'S REPORT
At this time, the City Manager may comment on agenda and non-agenda items; and report on items of interest to the City Council and community.

CITY COUNCIL COMMENTS
At this time, City Council Members may comment on agenda or non-agenda matters. No discussion may take place on any item not appearing on the posted agenda. Council Members may ask a question for clarification, respond to statements made or questions posed by the public, make a brief announcement, or make a brief report on his or her own activities. In addition, the City Council may refer to staff or other resources for factual information, request staff to report back at a subsequent meeting or direct staff to place a matter of business on a future agenda. No action may be taken on non-agenda matters unless authorized by law (Government Code Section 54954.2).

Council Member Cirbo:

Council Member Pequeño:

Council Member Yu:

Mayor Pro Tem Voigts:

Mayor Tettemer:

May 7, 2024 LAKE FOREST CITY COUNCIL AGENDA Page 7

ADJOURNMENT
In compliance with the Americans With Disabilities Act, if you need special assistance to participate in this Meeting, including auxiliary aids or services, you should contact the Office of the City Clerk at (949) 461-3400.

Notification 48 hours prior to the Meeting will enable the City to make reasonable arrangements to assure accessibility to this meeting. The City Council agenda and agenda back-up materials can be obtained from the Office of the City Clerk on the Friday prior to the City Council meeting. Copies of all Agendas, Staff Reports and Supporting Materials can also be found on the City’s website – https://www.lakeforestca.gov/129/Agendas.

Agenda and agenda packets, if requested, will be made available in an appropriate alternative format to persons with a disability as required by the Americans With Disabilities Act. Copies of the agenda are provided at no cost and agenda back-up materials are available at the per page copy cost.

The City of Lake Forest mailing address is City Council Chambers, 100 Civic Center Drive, Lake Forest, California.

Phone: (949) 461-3400. FAX (949) 461-3511
CERTIFICATION: I, Lisa Berglund, City Clerk of the City of Lake Forest, California, hereby certify that the foregoing agenda was posted for public review at City Hall on May 2, 2024.

Lisa Berglund
City Clerk
May 7, 2024 LAKE FOREST CITY COUNCIL AGENDA Page 8

CITY COUNCIL AGENDA REPORT
MEETING DATE: 5/7/2024
DEPARTMENT: City Manager
SUBJECT:

TASTE OF LAKE FOREST RETURNS
RECOMMENDED ACTION(S):

Receive and file the 2024 Taste of Lake Forest presentation.

EXECUTIVE SUMMARY:

The Taste of Lake Forest is an annual event hosted since 2011 in collaboration with the Lake Forest Chamber of Commerce (“Chamber”). The event provides a platform for local restaurants to showcase their culinary offerings, fostering community engagement and celebrating the diverse flavors of Lake Forest's dining scene. Historically, the event has been hosted in the Foothill Ranch Towne Center parking lot. The event will return in 2024, cohosted by the Chamber of Commerce and sponsored by Orange County Supervisor Donald P.

Wagner and OC Parks, on Friday, June 21, 2024, at Heritage Hill Historic Park, from 4:30 to 8:00 p.m.

Attendees can anticipate a range of experiences, including sampling dishes from over 20 local restaurants, enjoying a beer and wine garden, participating in a raffle, and being entertained by live music from 90s Rockshow. Tickets priced at $40 per person, available exclusively to individuals aged 18 and up, can be purchased through the event's website. The Chamber and City of Lake Forest are continuing to market the event, with postcards being sent to approximately 41,000 residences and an advertisement featured in the City’s coupon booklet.

As preparations for the event continue, ongoing event planning updates will be provided in forthcoming meetings. We encourage residents to visit TasteofLF.com for more information.

FISCAL IMPACT:

There is no fiscal impact associated with the recommended action.

Item: 2
9 ATTACHMENTS:

None.

Initiated By: Hope Hairrell, Management Assistant
Submitted By: Keith Neves, Assistant City Manager
Approved By: Debra Rose, City Manager
Item: 2
10 CITY COUNCIL AGENDA REPORT
MEETING DATE: 5/7/2024
DEPARTMENT: City Clerk
SUBJECT:

PROCLAMATION SUPPORTING DROWNING PREVENTION AWARENESS
RECOMMENDED ACTION(S):

Approve a Proclamation designating May through August 2024 as Drowning Prevention Awareness Season
EXECUTIVE SUMMARY:

The Orange County Fire Authority (“OCFA”) requests the City Council acknowledge and proclaim the months of May through August as “Drowning Prevention Awareness Season.” The highest percentage of drowning occurs during these four months. Drowning is the leading cause of death and disability in California for children under five years of age. For every child who dies from drowning, another eight receive emergency care for non-fatal submersion injuries. The number of adult drownings has consistently increased over the years as well. Fatal and non-fatal drowning is a silent event, occurring in as little as two inches of water in inflatable swimming pools, spas, and bathtubs. The water safety campaigns are “Always Watch the Water” and “Never Swim Alone.” OCFA staff will give in-depth information on the measures residents can take to prevent drowning through media advisories and demonstrations. The OCFA encourages residents, schools, recreational facilities, businesses, and homeowner associations to become local partners in preparedness by increasing their knowledge of proper safety measures for drowning prevention. The City Council’s adoption of the proposed proclamation (Attachment) serves to enhance community awareness of this issue on behalf of the OCFA.

FISCAL IMPACT:

There is no fiscal impact associated with the recommended action.

Item: 3
11 ATTACHMENTS:

Drowning Awareness Proclamation
Initiated By: Lisa Berglund, City Clerk
Submitted By: Lisa Berglund, City Clerk
Approved By: Debra Rose, City Manager
Item: 3
12 5
2 4
1 5
Attachment
Item: 3
13 5
2 4
1 5

CITY OF LAKE FOREST PROCLAMATION
MAY - AUGUST, 2024 AS

DROWNING PREVENTION AND AWARENESS SEASON
WHEREAS, in the United States, an average of 3,500 to 4,000 people drown per year, an average of 10 fatal drownings per day. Drowning remains the leading cause of death and disability in California for children under five years of age; and WHEREAS, drowning can occur anywhere there is water. Drowning occurs in lakes and oceans, pools, bathtubs, and even buckets of water.

WHEREAS, for every child who dies from drowning, another seven receive emergency care for non-fatal submersion injuries; and
WHEREAS, drowning can be silent and occur in as little as two inches of water. Among infants under 1 year old, two thirds of all drownings occur in bathtubs.

WHEREAS, the themes of this year’s water safety campaign “Always Watch the Water” and “Never Swim Alone” give in-depth information that will be provided by staff on what Orange County residents can do to prevent drowning; and
WHEREAS, the initiatives set forth in the “ABCs of Water Safety” program will increase public awareness regarding proper procedures to prevent this needless tragedy; and WHEREAS, the Orange County Fire Authority will be taking this opportunity to increase public awareness about drowning prevention through a robust community outreach campaign; and NOW, THEREFORE BE IT RESOLVED, that the City of Lake Forest does hereby proclaim its participation in the “Always Watch the Water” and “Never Swim Alone” 2024 campaigns that kick-off in May and continue through August by encouraging all families, parents, residents, schools, recreational facilities, businesses, and homeowner associations to become partners in preparedness by increasing their knowledge of proper safety measures in drowning prevention. __________________________

MARK TETTEMER
Mayor
__________________________

SCOTT VOIGTS
Mayor Pro Tem
__________________________
ROBERT PEQUEÑO
Council Member
__________________________

DOUG CIRBO
Council Member
__________________________

BENJAMIN YU
Council Member
Item: 3
14 CITY COUNCIL AGENDA REPORT
MEETING DATE: 5/7/2024
DEPARTMENT: Management Services
SUBJECT:

RECOGNITION OF ORANGE COUNTY SHERIFF DEPARTMENT CAPTAIN

CHRISTINE BERRYMAN
RECOMMENDED ACTION(S):

Present the recognition.

EXECUTIVE SUMMARY:

The Orange County Sheriff’s Department recently announced that Captain Christine Berryman, who currently serves as the Chief of Lake Forest Police Services, will be transferred to the Behavioral Health Bureau to manage the expanding unit. As a result, Captain Berryman will be vacating her current position as the local Chief of Police effective May 15, 2024. Under Captain Berryman’s new assignment, she will lead the Behavioral Health Bureau, which includes a team of 3 Sergeants, 4 Deputies, and approximately 40 Behavioral Health Liaison Deputies. The Behavioral Health Bureau plays an important regional role in responding to the homelessness crisis in Orange County.

Since Captain Berryman was installed as Lake Forest’s local Chief of Police on March 24, 2023, she’s provided effective leadership in response to several critical incidents, including the mass shooting at Cooks Corner in unincorporated Orange County. Under Berryman’s tenure, the City reorganized the organization’s approach to homelessness by bringing some resources in-house, forming more partnerships with private property owners, and working diligently to build relationships and encourage homeless individuals to pursue treatment resources. The City recently completed the automated license plate reader (“ALPR”) geofence, which enables law enforcement to quickly track vehicles suspected of being involved in crimes within the borders of Lake Forest. Captain Berryman also increased opportunities for local seniors to serve the community through the Sheriff’s Team of Active Retired Seniors (“STARS”) program. Under Berryman’s tenure, the Lake Forest STARS increased service hours by nearly 20%.

Captain Berryman has been a solutions-focused, highly professional leader that understands the importance of balancing various perspectives before making Item: 4
15 important decisions. Lastly, Lake Forest administrative staff will miss Captain Berryman’s hard work ethic and sense of humor.

Tonight, staff recommends the City Council present a formal recognition to Captain Christine Berryman, acknowledging her tenure as the local Chief of Police for Lake Forest.

FISCAL IMPACT:

There is no fiscal impact associated with the recommended action.

ATTACHMENTS:

None.

Initiated By: Sean McGovern, Deputy City Manager
Submitted By: Sean McGovern, Deputy City Manager
Approved By: Debra Rose, City Manager
Item: 4
16 CITY COUNCIL AGENDA REPORT
MEETING DATE: 5/7/2024
DEPARTMENT: City Clerk
SUBJECT:

MOTION TO WAIVE READING OF RESOLUTIONS AND ORDINANCES
RECOMMENDED ACTION(S):

Said Ordinances and Resolutions which appear on the public agenda shall be determined to have been read by title and further reading waived.

EXECUTIVE SUMMARY:

California Government Code 36934 allows titles of ordinances and resolutions to be waived.

FISCAL IMPACT:

There is minimal fiscal impact associated with the recommended action.

ATTACHMENTS:

None.

Submitted By: Lisa Berglund, MPA, City Clerk
Approved By: Debra Rose, City Manager
14 Item: 5
17 MINUTES OF A REGULAR MEETING

OF THE CITY COUNCIL OF THE CITY OF LAKE FOREST

The regular meeting of the City Council of the City of Lake Forest held Tuesday, April 16, 2024, at the Lake Forest City Council Chambers, 100 Civic Center Drive, Lake Forest, California, was called to order at 5:30 p.m. with Mayor Pro Tem Voigts and Council Member Cirbo absent.

ROLL CALL:

Council Members:

Doug Cirbo (absent)
Robert Pequeño
Benjamin Yu
Mayor Pro Tem: Scott Voigts (absent)
Mayor: Mark Tettemer

City Manager: Debra Rose
City Attorney: Matthew E. Richardson
City Clerk: Lisa Berglund

CLOSED SESSION

1. PUBLIC EMPLOYEE PERFORMANCE EVALUATION
PURSUANT TO GOVERNMENT CODE SECTION 54957
TITLE: CITY MANAGER
ACTION: Closed session was conducted.

2. CONFERENCE WITH LEGAL COUNSEL- ANTICIPATED LITIGATION Initiation of litigation pursuant to Government Code section 54956.9(d)(4) Number of cases: 1
ACTION: Closed session was conducted.

RECESS: City Council recessed to Closed Session for the purpose of conducting regular City business.

At 6:30 p.m. Mayor Tettemer reconvened Open Session with Mayor Pro Tem Voigts and Council Member Cirbo absent.

CLOSED SESSION REPORT: City Attorney Richardson reported that the City Council reviewed and approved an appraisal for the making of an offer pursuant to Government Code Section 7267.2 and Code of Civil Procedures Section 1245.230.

INVOCATION: The Invocation was provided by Chaplain Jim Davis, Orange County Sheriff’s Department.

Item: 6
18 April 16, 2024 LAKE FOREST CITY COUNCIL MEETING MINUTES Page 2 of 5 PLEDGE OF ALLEGIANCE: The Pledge of Allegiance to the Flag of our Country was led by Girl Scout Troop #6501.

PRESENTATIONS: (Item Nos. 3 – 5)
MOTION: It was moved by Council Member Pequeño, seconded by Council Member Yu, to approve Presentation Item Nos. 3 – 5. The motion was carried by a vote of 3/0, with Mayor Pro Tem Voigts and Council Member Cirbo absent.

3. COMMUNITY EMERGENCY RESPONSE TEAM
City Manager Rose introduced this item and invited Senior Management Analyst De La Paz to provide a presentation. No public comment was offered.

ACTION: Certificates of Completion were presented to the graduates of the Community Emergency Response Team Program.

4. COUNCIL RECOGNITION HONORING JOEY SALAMEH FOR HIS HEROIC

ACTIONS AT VETERANS PARK
City Manager Rose introduced this item and invited Communications and Marketing Manager Volzke to provide a presentation. Preston Barnes offered public comment and recognized Joey for his heroic actions on behalf of the Rotary Club.

ACTION: Certificate of Recognition was presented to Lake Forest resident Joey Salameh for his heroic actions at Veterans Park on December 1, 2023.

5. TASTE OF LAKE FOREST RETURNS
City Manager Rose introduced this item and invited Economic Development/Housing Manager Grijalva to provide a presentation. No public comment was offered.

ACTION: The 2024 Taste of Lake Forest presentation was received and filed.

PUBLIC COMMENTS:

Wyatt McClean commended the City for the Sports Park and the Public Works staff. He expressed concerns with traffic safety on El Toro Road.

Marcel Louis IVX requested clarification on Ordinance 366 and expressed concerns with Mayor Tettemer’s message on residents getting involved.

CONSENT CALENDAR: (Item Nos. 6 – 11)
Council Member Pequeño pulled Item No. 9 for discussion. Mayor Tettemer pulled Item Item: 6
19 April 16, 2024 LAKE FOREST CITY COUNCIL MEETING MINUTES Page 3 of 5 No. 11 for discussion.

STATEMENT READ INTO THE RECORD:

Mayor Tettemer: There is a warrant on the register to the Irvine Ranch Water District. I am an employee of the Irvine Ranch Water District, but I do not work for the department that generated this warrant. Because the Irvine Ranch Water District is a public agency and because I do not work for the department in question, I have determined that I have a non-interest in this warrant and will vote on this warrant.

MOTION: It was moved by Council Member Pequeño, seconded by Council Member Yu, to approve Consent Calendar Item Nos. 6 – 8, and 10. The motion was carried by a vote of 3/0, with Mayor Pro Tem Voigts and Council Member Cirbo absent.

6. MOTION TO WAIVE READING OF RESOLUTIONS AND ORDINANCES ACTION: Said Ordinances and Resolutions which appeared on the public agenda were determined to have been read by title and further reading was waived.

7. MINUTES OF THE REGULAR MEETING OF THE CITY COUNCIL HELD ON APRIL 2, 2024
ACTION: The minutes were approved as submitted.

8. CERTIFICATION OF WARRANT REGISTER
ACTION: The warrant register in the amount of $3,403,546.93 was approved.

10. PROCLAMATION DECLARING APRIL 26, 2024, AS ARBOR DAY IN THE CITY

OF LAKE FOREST
ACTION: The Proclamation designating April 26, 2024, as Arbor Day in the City of Lake Forest was approved.

ITEMS PULLED FOR DISCUSSION: (Item Nos. 9 and 11)
MOTION: It was moved by Mayor Tettemer, seconded by Council Member Pequeño, to approve Consent Calendar Item Nos. 9 and 11. The motion was carried by a vote of 3/0, with Mayor Pro Tem Voigts and Council Member Cirbo absent.

9. PROCLAMATION DECLARING APRIL 22, 2024, AS EARTH DAY IN THE CITY

OF LAKE FOREST
Council Member Pequeño reminded everyone that on April 20 the City was supporting an event called Clean Lake Forest. No public comment was offered.

ACTION: The Proclamation designating April 22, 2024, as Earth Day in the City of Lake Forest was approved.

Item: 6
20 April 16, 2024 LAKE FOREST CITY COUNCIL MEETING MINUTES Page 4 of 5

11. PROPERTY MAINTENANCE ORDINANCE
Mayor Tettemer requested that staff bring back a report card on property maintenance statistics in one year. No public comment was offered.

ACTION: A second reading was conducted and an Ordinance Entitled: AN

ORDINANCE OF THE CITY COUNCIL OF THE CITY OF LAKE FOREST CALIFORNIA ADDING CHAPTER 6.12 – PROPERTY MAINTENANCE,
REVISING SECTION 6.14.002 – PUBLIC NUISANCES DESIGNATED, AND ADDING SECTION 6.14.017 – DEFINITIONS, TO THE LAKE FOREST

MUNICIPAL CODE, AND FINDING THE ACTION TO BE EXEMPT FROM THE

CALIFORNIA ENVIRONMENTAL QUALITY ACT PURSUANT TO STATE
CEQA GUIDELINES SECTION 15061(B)(3) was adopted, and staff was directed to report back, in one year, on code enforcement activities referencing sections of the Property Maintenance Ordinance.

DISCUSSION/ACTION ITEMS: (Item Nos. 12 – 13)

12. COMPREHENSIVE USER FEE STUDY AND UPDATE DISCUSSION
City Manager Rose introduced this item and invited Clear Source Senior Consultant David Schroeder to provide a presentation. No public comment was offered. Council questions were asked and answered.

MOTION: It was moved by Council Member Pequeño, seconded by Council Member Yu, to direct staff to hold a Public Hearing of the Master Fee Schedule at the May 7, 2024, City Council meeting. The motion was carried by a vote of 3/0, with Mayor Pro Tem Voigts and Council Member Cirbo absent.

13. QUARTERLY CAPITAL IMPROVEMENT PROGRAM UPDATE
City Manager Rose introduced this item and invited Principal Civil Engineer Mokarram to provide a presentation. No public comment was offered. Council questions were asked and answered.

ACTION: The presentation was received and filed.

CITY MANAGER'S REPORT: City Manager Rose had nothing further to report.

CITY COUNCIL COMMENTS:

Council Member Pequeño: Council Member Pequeño thanked staff for their hard work. He reminded everyone it was California
Mosquito Week and reported on his attendance at a
mosquito spraying event with the Orange County
Mosquito and Vector Control District. He reminded
Item: 6
21 April 16, 2024 LAKE FOREST CITY COUNCIL MEETING MINUTES Page 5 of 5 everyone of the Clean Lake Forest event on April 20,
2024 and the documentary screening of “The Right to
Read” on May 15, 2024.

Council Member Yu: Council Member Yu thanked staff for their hard work.

Mayor Tettemer: Mayor Tettemer reported on his attendance at the Business Expo hosted by the Chamber of Commerce
and the Bosch 10-year anniversary event.

ADJOURNMENT: The Regular Meeting of the City Council was adjourned at 7:37 p.m.

Respectfully submitted:

APPROVED:

LISA BERGLUND MARK TETTEMER

CITY CLERK MAYOR
Item: 6
22 CITY COUNCIL AGENDA REPORT
MEETING DATE: 5/7/2024
DEPARTMENT: Finance
SUBJECT:

QUARTERLY TREASURER'S REPORT - QUARTER ENDED MARCH 31, 2024 RECOMMENDED ACTION(S):

Receive and file.

EXECUTIVE SUMMARY:

The Treasurer's Report for the quarter ended March 31, 2024, is attached. There are no exceptions to the Investment Policy. Total cash and investments equal $205.3 million for the period. Quarterly reports are presented to the City Council to keep the City Council apprised of the status of the City’s investment holdings and demonstrate compliance with the City’s Investment Policy. The attached report presents the status of the City’s investment portfolio for the quarter ended March 31, 2023.

The City contracts with Chandler Asset Management to provide investment management services.

Investment Portfolio
The City’s balances consist of the following:

Type
December
31, 2023
(in millions)
March
31, 2024
(in millions)
Chandler Asset Management Portfolio 144.8 145.2
Local Agency Investment Fund (LAIF) 0.5 11.5
California Asset Management Program (CAMP) 46.0 46.6
Operating Bank Balance – US Bank 9.2 2.0
Total 200.5 205.3
Item: 7
23 The attached Quarterly report attests to our alignment with the Statement of Investment Policy, demonstrating full compliance.

FISCAL IMPACT:

There is no fiscal impact associated with the recommended action.

ATTACHMENTS:

Quarterly Treasurer’s Report
Initiated By: Amy Lewis, Assistant Director of Finance
Submitted By: Kevin Shirah, Director of Finance/City Treasurer Approved By: Debra Rose, City Manager
Item: 7
24 ATTACHMENT
Item: 7
25 CHANDLER ASSET MANAGEMENT, INC. | 800.317.4747 | www.chandlerasset.com

INVESTMENT REPORT
Period Ending March 31, 2024
City of Lake Forest
Item: 7
26 SECTION 1 Economic Update
SECTION 2 Account Profile
SECTION 3 Consolidated Information
SECTION 4 Portfolio Holdings
SECTION 5 Transactions
Table of Contents As of March 31, 2024
1 Item: 7
27 SECTION |
Section 1 |
Economic Update
2 Item: 7
28 Economic Update
▪
▪
▪
Recent economic data has shown above trend growth fueled by a rise in consumer spending and a continuing healthy US job market.

Inflationary trends are subsiding, but core levels remain above the Fed’s target. Given the cumulative effects of restrictive monetary policy and tighter financial conditions, we believe the economy will gradually soften and the Fed will loosen monetary policy in 2024.

As expected at the March meeting, the Federal Open Market Committee voted unanimouslyto leave the Federal Funds rate unchanged at a target range of 5.25 - 5.50%. The March Summary of Economic Projections (SEP) showed stronger real GDP growth outlook and higher core inflation projections for 2024 on resilient labor market and consumer data. The median projection for Federal Funds rate by year-end remained the same at 4.625%, implying three 0.25% cuts. We continue to believe the FOMC will loosen monetary policy in mid-2024 as inflation and economic growth continue to moderate.

The US Treasury yield curve stabilized in March as the FOMC left the Federal Funds rate unchanged. The 2-year Treasury yield was unchanged at 4.62%, the 5-year Treasury fell 4 basis points to 4.21%, and the 10-year Treasury yield dropped 5 basis points to 4.20%. The inversion between the 2-year Treasury yield and 10-year Treasury yield widened to -42 basis points at March month-end versus -37 basis points at February month-end. The spread between the 2-year Treasury and 10-year Treasury yield one year ago was -56 basis points. The inversion between 3-month and 10-year Treasuries widened to -117 basis points in March from -113 basis points in February. 3 Item: 7
29 Employment
-400
-200
0 200
400
600
800
1,000MOM Change In Thousands (000's)
Nonfarm Payroll (000's)
Non-farm Payroll (000's)
3-month average (000's)

0.0%

5.0%

10.0%

15.0%

20.0%

25.0%
Unemployment Rate
Underemployment Rate (U6)
Unemployment Rate (U3)
Rate (%)
The U.S. economy added a better-than-expected 303,000 jobs in March, and the prior two months were revised up by 22,000. Leading sectors included healthcare and government. Job creation remains healthy, with the three-month moving average payrollsat 276,000 and the six-month moving average at 244,000. The unemployment rate edged downto 3.8% in March. The labor participation rate ticked up to

62.7% but remained below the pre-pandemic level of 63.3%. The U-6 underemployment rate, which includes those who are marginally attached to the labor force and employed part time for economic reasons was unchangedat 7.3%. Average hourly earnings rose 4.1% year- over-year in March, down from 4.3% last month. Employment remains strong by historical standards.

Source: US Department of Labor Source: US Department of Labor 4 Item: 7
30 Job Openings & Labor Turnover Survey
0 2,000
4,000
6,000
8,000
10,000
12,000
14,000
Job Openings
Recession
Historical Average
In Thousands (000's)
The Labor Department’s Job Openings and Labor Turnover Survey (JOLTS) edged up to 8.756 million in February compared to a downwardly revised 8.748 million in January. Job openings still represent a healthy ratio of around 1.4 jobs for each unemployed individual. While the current level of job openings remains elevated from a historical perspective, the trend is decelerating.

Source: US Department of Labor
5 Item: 7
31 Inflation

0.0%

1.0%

2.0%

3.0%

4.0%

5.0%

6.0%

7.0%

8.0%

9.0%

10.0%
Consumer Price Index (CPI)
CPI YOY % Change
Core CPI YOY % Change
YOY (%) Change

0.0%

1.0%

2.0%

3.0%

4.0%

5.0%

6.0%

7.0%

8.0%

9.0%

10.0%
Personal Consumption Expenditures (PCE)
PCE Price Deflator YOY % Change
PCE Core Deflator YOY % Change
Fed Target
YOY (%) Change
The Consumer Price Index (CPI) came in higher than expected in March, increasing 0.4% month-over-month and 3.5% year-over-year. The Core CPI, which excludes volatile food and energy components, was up 0.4% month-over-month and 3.8% year-over-year in March, unchanged from 3.8% in February. Energy costs accelerated during the month and shelter costs remain elevated. The Personal Consumption Expenditures (PCE) Index headline inflation increased 0.3% month-over-month and rose 2.7% year-over-yearin March. Core PCE, the Federal Reserve’s preferred inflation gauge, remained at 2.8% year-over-year, still above the Fed’s 2% inflation target. Much of the lingering inflation has been driven by rents and demand for services, especially in transportation, as spring break travel surged in March. Personal spending jumped 0.8% over the month, an increase of 0.5% after adjusting for inflation.

Source: US Department of Labor Source: US Department of Commerce 6 Item: 7
32 Consumer
-30.0%
-20.0%
-10.0%

0.0%

10.0%

20.0%

30.0%

40.0%

50.0%

60.0%
Retail Sales YOY % Change
YOY (%) Change
March Retail Sales rose above expectations at +0.7% after a sizeable upward revision to +0.9% in February. On a year-over-year basis, Retail Sales growth increased 4.0% for March. Sales were supported by higher gas prices and higher volume sales in a busy travel period for spring break at schools, as well as strength from non-store retailers. The Conference Board’s Consumer Confidence Index edged down to 104.7 in March after a sizeable downward revision to 104.8 in February. The lower reading was largely due to a deteriorating view of the labor market and future business conditions, along with concerns about the highly polarized political environment. While the consumer has been resilient, dwindling excess savings, rising credit card balances, and the resumption of student loan payments pose potential headwinds to future economic growth.
0 20
40 60
80 100
120
140
160
Index Level
Consumer Confidence
Recession
Source: US Department of Commerce Source: The Conference Board All time high is 144.70 (1/31/00); All time low is 25.30 (2/28/09) 7 Item: 7
33 Leading Indicators of Economic Activity
-25.0%
-20.0%
-15.0%
-10.0%
-5.0%

0.0%

5.0%

10.0%

15.0%
Leading Economic Indicators (LEI)
Recession
YOY (%) Change
-1.00
-0.75
-0.50
-0.25

0.00 0.25

0.50 0.75

1.00 Chicago Fed National Activity Index (CFNAI)
Recession
3 Month Average
The Conference Board’s Leading Economic Index (LEI) dropped 0.3% month-over-monthin March after registering the first increase in two years the prior month. The index declined 5.5% year-over-year. Primary factors for the decline include weaker business orders, lower consumer confidence and fewer building permits. The Chicago Fed National Activity Index (CFNAI) increased +0.15 in March from an upwardly revised +0.09 in February. On a 3-month moving average basis, the CFNAI improved to -0.19 in March from -0.28 in February, indicating below-trend economic growth.

Source: The Conference Board Source: Federal Reserve Bank of Chicago 8 Item: 7
34 Housing
0 200
400
600
800
1,000
1,200
1,400
1,600
1,800
2,000
2,200
2,400In Thousands of Units
Annualized Housing Starts
Multi Family Housing Starts
Single Family Housing Starts
Housing Starts plunged 14.7% month-over-month in March to 1.321 million units, due to declining confidence among homebuilders as mortgage rates topped 7%. Starts for multi-family homes dropped 21.7%, while single family homes fell 12.4 % for the month. According to Freddie Mac, 30-year fixed mortgage rates averaged 7.1% as of April 18th. According to the Case-Shiller 20-City Home Price Index, housing prices rose 6.59% year-over-year in January, accelerating from a 6.15% year-over-year gain in December. Tight inventories and higher mortgage rates continue to impact affordability.

Source: US Department of Commerce Source: S&P
-20.0%
-16.0%
-12.0%
-8.0%
-4.0%

0.0%

4.0%

8.0%

12.0%

16.0%

20.0%

24.0%
S&P/Case-Shiller 20 City Composite Home Price Index
Recession
YOY (%) Change
9 Item: 7
35 Survey Based Measures
40 45
50 55
60 65
70 Institute of Supply Management (ISM) Surveys
ISM Manufacturing ISM Services

EXPANDING

CONTRACTING
The Institute for Supply Management (ISM) Manufacturing index unexpectedly expanded to 50.3 in March from 47.8 in February, marking the first month of expansion in factory activity above a reading of 50 since 2022. Production and new orders surged, while employment improved and prices paid increased. The ISM Services Index fell to 51.4 in March from 52.6 in February but remained in expansion territory for the 15th consecutive month. The survey reflected slower growth in new orders, a contraction in employment, faster supplier deliveries, and declining price pressures.

Source: Institute for Supply Management
10 Item: 7
36 Gross Domestic Product (GDP)
Components of GDP 6/23 9/23 12/23 3/24

0.6% 2.1% 2.2% 1.7%

0.9% 1.7% 0.2% 0.6%

0.0% 0.0% 0.3% -0.9%

0.1% 0.5% 0.2% 0.0%

0.5% 0.5% 0.6% 0.2%

2.1% 4.9% 3.4% 1.6%
State and Local (Consumption and Gross
Investment)
Personal Consumption Expenditures
Gross Private Domestic Investment
Net Exports and Imports
Federal Government Expenditures
Total
-40.0%
-30.0%
-20.0%
-10.0%

0.0%

10.0%

20.0%

30.0%

40.0%
Gross Domestic Product (GDP)
GDP QOQ % Change
GDP YOY % Change
Source: US Department of Commerce Source: US Department of Commerce According to the advance estimate, first quarter GDP cooled to an annualized rate of 1.6% from 3.4% in fourth quarter 2023, weighed down by an increase in imports, a decrease in inventory investment, and a dropin government spending. The consensus projection calls for 1.5% growth in the second quarter and 2.4% growth for the full year 2024. 11 Item: 7
37 Federal Reserve
Source: Federal Reserve Source: Bloomberg
0 1,000,000
2,000,000
3,000,000
4,000,000
5,000,000
6,000,000
7,000,000
8,000,000
9,000,000
10,000,000
Federal Reserve Balance Sheet Assets
Recession
In $ millions
As expected at the March meeting, the Federal Open Market Committee voted unanimously to leave the federal funds rate unchanged at a target range of 5.25-5.50%. The FOMC Statement and Summary of Economic Projections (SEP) was minimally changed from January. The Fed assesses the progress to achieving its employment and inflation goals are moving into better balance, yet changes to monetary policy remain data dependent. For 2024, the March SEP showed stronger real GDP growth outlook of 2.1% from 1.4% in December as labor market and consumer data have been resilient. Core inflation projections nudged up from 2.4% to 2.6%. The median projection for the Federal Funds rate by the end of the year remained the same at 4.625%, implying three 0.25% cuts in 2024, three cuts in 2025 and three cuts in 2026. We believe the FOMC will loosen monetary policy in mid-2024 as inflation and economic growth continue to moderate. Since the Fed began its Quantitative Tightening campaign in June 2022, securities holdings have declined by over $1.5T to approximately $7.5T.

0.00%

1.00%

2.00%

3.00%

4.00%

5.00%

6.00%
Effective Federal Funds Rate
Recession
Yield (%)
12 Item: 7
38 Bond Yields
Source: Bloomberg Source: Bloomberg

0.0%

1.0%

2.0%

3.0%

4.0%

5.0%

6.0%
US Treasury Note Yields
2-Year
5-Year
10-Year
Yield (%)

0.0%

1.0%

2.0%

3.0%

4.0%

5.0%

6.0%
US Treasury Yield Curve
Mar-24
Dec-23
Mar-23
Yield (%)
At the end of March, the 2-year Treasury yield was 59 basis point higher, and the 10-Year Treasury yield was 73 basis points higher, year- over-year. The inversion between the 2-year Treasury yield and 10-year Treasury yield widened to -42 basis points at March month-end versus -37 basis points at February month-end. The average historical spread (since 2003) is about +130 basis points. The inversion between 3-month and 10-year Treasuries widened to -117 basis points in March from -113 basis points in February. 13 Item: 7
39 Section 2|SECTION |
Section 2 |
Account Profile
14 Item: 7
40 Objectives
Chandler Asset Management Performance Objective
The performance objective for the portfolio is to earn a total rate of return through a market cycle that is equal to or above the return on the benchmark index.

Investment Objectives
The investment objectives for the City of Lake Forest, in order of priority, are to provide safety to ensure the preservation of capital in the overall portfolio, provide sufficient liquidity for cash needs and earn a market rate of return consistent with the investment program.

Strategy
In order to achieve this objective, the portfolio invests in high-quality fixed income securities that comply with the investment policy and all regulations governing the funds.

As of March 31, 2024
15 Item: 7
41 Compliance As of March 31, 2024
Category Standard Comment
U.S. Treasuries No limit; 5 years max maturity Complies Federal Agencies 30% max per Agency/GSE issuer; 20% max agency callable securities; 5 years max maturity Complies Supranational Obligations "AA" rating category or higher by a NRSRO; 30% max; 10% max per issuer; 5 years max maturity; USD denominated senior unsecured unsubordinated obligations issued or unconditionally guaranteed by IBRD, IFC, or IADB Complies Municipal Securities (CA, Other States) "A" rating category or better by a NRSRO; 30% max; 5% max per issuer; 5 years max maturity Complies Corporate Medium Term Notes
"A" rating category or better by a NRSRO; 30% max; 5% max per issuer; 5 years max maturity; Issued by corporations organized and operating within the U.S. or by depository institutions licensed by the U.S. or any state and operating within the U.S.

Complies
Asset-Backed, Mortgage-Backed,
Mortgage Pass-Through Securities, and
Collateralized Mortgage Obligations
"AA" rating category or better by a NRSRO; 20% max (combined); 5% max per Asset-Backed or Commercial Mortgage security issuer; 5 years max maturity; From issuers not defined in US Treasuries and Federal Agencies sections of the Authorized Investments section of the policy
Complies
Negotiable Certificates of Deposit
(NCD)
The amount of NCD insured up to the FDIC limit does not require any credit ratings; Any amount above FDIC insured limit must be issued by institutions with "A-1" short-term debt rating or better by a NRSRO; or "A" long-term rating category or better by a NRSRO; 30% max (combined with CDARS); 5% max per issuer; 5 years max maturity Complies
Certificate of Deposit Placement
Service (CDARS) 30% max (combination of Certificates of Deposit, including CDARS); 5 years max maturity Complies Time Deposits (Non-negotiable CD/TD) 20% max combined FDIC & Collateralized CD/TD; 5 years max maturity Complies Collateralized Bank Deposits Deposits with financial institutions will be collateralized with pledged securities per California Government Code Complies Banker’s Acceptances A-1 short-term debt rated or better by a NRSRO; or "A" long-term debt rating category or better by a NRSRO; 40% max; 5% max per issuer; 180 days max maturity Complies
Commercial Paper
25% max; 40% max, if the City’s investment assets under management are greater than $100 million (under a provision sunsetting on January 1, 2026); 5% max per issuer; 270 days maturity; 10% max of the outstanding commercial paper of any single issuer; Issued by an entity that meets all of the following conditions in either (a) or (b): a. (i) organized and operating within the U.S. with assets > $500 million; (ii) "A-1" rated or better by a NRSRO; (iii) "A" rating or better by a NRSRO, if issuer has debt obligations; b. (i) organized within the U.S. as a special purpose corporation, trust, or limited liability company; (ii) must have program-wide credit enhancements including, but not limited to, overcollateralization, letters of credit, or a surety bond; (iii) rated "A-1" or better by a NRSRO
Complies
Lake Forest Consolidated
This portfolio is a consolidation of assets managed by Chandler Asset Management and assets managed internally by Client. Chandler relies on Client to provide accurate information for reporting assets and producing this compliance statement. 16 Item: 7
42 Compliance As of March 31, 2024
Category Standard Comment
Money Market Mutual Funds
20% max combined Money Market Mutual Funds and Mutual Funds; 20% max per MMMF; Meet either of the following criteria: (i) Attained highest rating by two NRSROs; or (ii) Retained an investment adviser registered or exempt from SEC registration with > 5 years experience managing MMMF with AUM >$500 million Complies
Mutual Funds
20% max combined Money Market Mutual Funds and Mutual Funds; 10% max per MF; Meet either of the following criteria: (i) Attained highest rating by two NRSROs; or (ii) Retained an investment adviser registered or exempt from SEC registration with > 5 years experience investing in securities authorized by CGC & with AUM >$500 million Complies
Local Agency Investment Fund (LAIF) Maximum amount permitted by LAIF; Not used by investment adviser Complies Local Government Investment Pools No issuer limitation for LGIP; Not used by investment adviser Complies Repurchase Agreements 1 year max maturity; 102% Collateralized; Not used by investment adviser Complies Max Per Issuer 5% max per issuer unless otherwise specified in the policy Complies Duration Approximately equal to the duration (typically +/-20%) of market benchmark Complies Maximum Maturity 5 years max maturity from date of trade settlement, unless the Governing Body has by resolution granted authority to make such an investment Complies
Lake Forest Consolidated
This portfolio is a consolidation of assets managed by Chandler Asset Management and assets managed internally by Client. Chandler relies on Client to provide accurate information for reporting assets and producing this compliance statement. 17 Item: 7
43 Portfolio Characteristics
Lake Forest Operating Reserve
03/31/24 12/31/23
Benchmark* Portfolio Portfolio
Average Maturity (yrs) 2.68 2.92 2.96
Average Modified Duration 2.52 2.49 2.47
Average Purchase Yield n/a 4.70% 4.79%
Average Market Yield 4.57% 4.86% 4.48%
Average Quality** AA+ AA+ AA/Aa1
Total Market Value 145,214,547 144,829,246
*ICE BofA 1-5 Yr US Treasury & Agency Index
**Benchmark is a blended rating of S&P, Moody’s, and Fitch. Portfolio is S&P and Moody’s respectively.

As of March 31, 2024
18 Item: 7
44 Lake Forest Operating Reserve
Sector Distribution
ABS

9.4%
Agency

18.8%
Agency CMBS

10.1%
Corporate

26.5%
Money Market
Fund

0.1%
Supranational

2.8%
US Treasury

32.2%
March 31, 2024
As of March 31, 2024
ABS

9.3%
Agency

18.9%
Agency CMBS

9.1%
Corporate

25.6%
Money Market
Fund

0.5%
Supranational

2.9%
US Treasury

33.6%
December 31, 2023
19 Item: 7
45 0.0%

5.0%

10.0%

15.0%

20.0%

25.0%

30.0%

35.0%

40.0%

45.0%
0 - 0.25 0.25 - 0.50 0.50 - 1 1 - 2 2 - 3 3 - 4 4 - 5 5+ March 31, 2024 December 31, 2023
March 31, 2024 vs. December 31, 2023
0 - 0.25 0.25 - 0.50 0.50 - 1 1 - 2 2 - 3 3 - 4 4 - 5 5+ 03/31/24 0.1% 0.0% 8.1% 40.2% 9.3% 30.0% 12.2% 0.0%
12/31/23 0.5% 0.0% 9.8% 33.0% 17.4% 25.8% 13.6% 0.0%
Lake Forest Operating Reserve
Duration Distribution As of March 31, 2024
20 Item: 7
46 Issue Name Investment Type % Portfolio
United States Government US Treasury 32.24%
Federal Farm Credit Bank Agency 12.10%
Federal Home Loan Mortgage Corp Agency CMBS 10.13%
Federal Home Loan Bank Agency 6.75%
JP Morgan Chase & Co Asset Backed Security 2.40%
Inter-American Dev Bank Supranational 1.94%
Toyota Motor Corp Corporate 1.72%
Toronto Dominion Holdings Corporate 1.41%
Deere & Company Corporate 1.40%
New York Life Global Funding Corporate 1.40%
Northwestern Mutual Glbl Corporate 1.39%
Royal Bank of Canada Corporate 1.39%
Bank of America Corp Corporate 1.38%
United Health Group Inc Corporate 1.38%
Morgan Stanley Corporate 1.37%
Prologis Trust Corporate 1.34%
Mass Mutual Insurance Corporate 1.32%
Duke Energy Field Services Corporate 1.17%
John Deere ABS Asset Backed Security 1.13%
Amazon.com Inc Corporate 1.05%
Honda ABS Asset Backed Security 1.03%
Wal-Mart Stores Corporate 1.03%
American Express ABS Asset Backed Security 1.02%
Bank of America Credit Card Trust Asset Backed Security 1.01% GM Financial Securitized Term Auto Trust Asset Backed Security 0.90% International Finance Corp Supranational 0.89%
BMW ABS Asset Backed Security 0.88%
Verizon Master Trust Asset Backed Security 0.76%
Guardian Life Global Funding Corporate 0.72%
Metlife Inc Corporate 0.70%
Bank of New York Corporate 0.70%
State Street Bank Corporate 0.70%
Caterpillar Inc Corporate 0.70%
Realty Income Corp Corporate 0.70%
Nextera Energy Capital Corporate 0.69%
National Rural Utilities Corporate 0.68%
Issuers
Lake Forest Operating Reserve – Account #11083
As of March 31, 2024
21 Item: 7
47 Issue Name Investment Type % Portfolio
Prudential Financial Inc Corporate 0.68%
Public Service El & Gas Corporate 0.67%
Cisco Systems Corporate 0.54%
Federated Govt Obligation Money Market Fund Money Market Fund 0.10% Account Receivable Payable Cash 0.00%
TOTAL 100.00%
Issuers
Lake Forest Operating Reserve – Account #11083
As of March 31, 2024
22 Item: 7
48 -0.50%

0.00%

0.50%

1.00%

1.50%

2.00%

2.50%

3.00%

3.50%

4.00%
3 months Since Inception
Lake Forest Operating Reserve ICE BofA 1-5 Yr US Treasury & Agency Index Total Rate of Return Since Inception July 31, 2023
TOTAL RATE OF RETURN Latest 3 months Since Inception
Lake Forest Operating Reserve 0.27% 3.48%
ICE BofA 1-5 Yr US Treasury & Agency Index -0.01% 3.02% Investment Performance
Lake Forest Operating Reserve
Total rate of return: A measure of a portfolio’s performance over time. It is the internal rate of return, which equates the beginning value of the portfolio with the ending value; it includes interest earnings, realized and unrealized gains and losses in the portfolio.

As of March 31, 2024
23 Item: 7
49 Portfolio Characteristics
Lake Forest Reporting
03/31/24
Portfolio
12/31/23
Portfolio
Average Maturity (yrs) 0.00 0.00
Modified Duration 0.00 0.00
Average Purchase Yield 5.23% 5.54%
Average Market Yield 5.23% 5.54%
Average Quality* AAA AAA/NR
Total Market Value 58,253,456 46,523,056
*Portfolio is S&P and Moody’s, respectively.

As of March 31, 2024
24 Item: 7
50 Lake Forest Reporting
Sector Distribution
LAIF

19.8%
Local Gov
Investment Pool

80.0%
Cash

0.2%
March 31, 2024
As of March 31, 2024
LAIF

1.1%
Local Gov
Investment Pool

98.9%
December 31, 2023
25 Item: 7
51 Issue Name Investment Type % Portfolio
California Asset Mgmt Program Local Gov Investment Pool 80.05% LAIF LAIF 19.78%
Account Receivable Payable Cash 0.17%
TOTAL 100.00%
Issuers
Lake Forest Reporting – Account #11084
As of March 31, 2024
26 Item: 7
52 SECTION |
Section 3 |
Consolidated Information
27 Item: 7
53 Portfolio Characteristics
Lake Forest Consolidated
03/31/24 12/31/23
Portfolio Portfolio
Average Maturity (yrs) 2.08 2.24
Modified Duration 1.77 1.87
Average Purchase Yield 4.85% 5.00%
Average Market Yield 4.97% 4.74%
Average Quality* AA+ AA+/Aa1
Total Market Value 203,468,004 191,352,302
* Portfolio is S&P and Moody’s respectively.

As of March 31, 2024
28 Item: 7
54 Lake Forest Consolidated
Sector Distribution
ABS

6.7%
Agency

13.4%
Agency CMBS

7.2%
Corporate

18.9%
LAIF

5.7%
Local Gov
Investment Pool

23.1%
Supranational

2.0%
US Treasury

22.9%
March 31, 2024
As of March 31, 2024
ABS

7.1%
Agency

14.3%
Agency CMBS

6.9%
Corporate

19.4%LAIF

0.3%
Local Gov
Investment Pool

24.0%
Money Market
Fund

0.4%
Supranational

2.2%
US Treasury

25.4%
December 31, 2023
29 Item: 7
55 SECTION |
Section 4 |
Portfolio Holdings
30 Item: 7
56 HOLDINGS REPORT
Lake Forest OperatingReserve| Account#11083| As of March31,2024 Cusip Security Description Par Value/
Units
Purchase Date
Purchase Yield
Cost Value
Book Value
Mkt Price
Mkt YTM
Market Value
Accrued Int.
% of Port.

Gain/Loss
Moody's/
S&P
Fitch
Maturity
Duration
ABS
02582JJT8 AMXCA 2022-2 A 05/17/2027 930,000.00 06/12/2023 901,954.69 97.93 910,786.94 0.63% NA/AAA 1.12

5.09% 908,946.06 5.33% 1,401.20 1,840.88 AAA 1.60
05522RDE5 BACCT 2022-1 A 3.53 06/16/2025 1,500,000.00 06/06/2023 1,458,222.66 98.00 1,469,966.40 1.02% Aaa/NA 1.21

5.03% 1,475,070.36 5.47% 2,353.33 (5,103.96) AAA 1.15
47800AAC4 JDOT 2022-B A3 3.74 02/16/2027 1,175,000.00 06/13/2023 1,145,533.21 98.54 1,157,795.88 0.81% Aaa/NA 2.88

5.36% 1,152,027.22 5.73% 1,953.11 5,768.66 AAA 1.04
43815JAC7 HAROT 2023-1 A3 5.04 04/21/2027 1,500,000.00 -- 1,496,640.63 99.74 1,496,118.60 1.04% Aaa/NA 3.06

5.21% 1,497,302.42 5.59% 2,100.00 (1,183.82) AAA 1.74
89239HAD0 TAOT2022-D A3 5.3 09/15/2027 1,480,000.00 06/12/2023 1,488,093.75 100.24 1,483,494.87 1.03% Aaa/NA 3.46

5.09% 1,486,142.48 5.57% 3,486.22 (2,647.61) AAA 1.83
161571HS6 CHAIT 2022-1 A 3.97 09/15/2027 1,500,000.00 06/05/2023 1,473,046.88 98.28 1,474,223.40 1.03% NR/AAA 3.46

4.85% 1,478,507.71 5.25% 2,646.67 (4,284.31) AAA 1.90
362583AD8 GMCAR 2023-2 A3 4.47 02/16/2028 1,000,000.00 07/12/2023 986,328.13 98.91 989,121.20 0.69% Aaa/AAA 3.88

5.11% 988,462.83 5.50% 1,862.50 658.37 NA 2.28
05592XAD2 BMWOT 2023-A A3 5.47 1,275,000.00 -- 1,280,732.52 100.41 1,280,229.92 0.89% NA/AAA 3.91 02/25/2028 5.26% 1,279,536.59 5.49% 1,162.38 693.33 AAA 2.26 477920AC6 JDOT 2023-B A3 5.18 03/15/2028 485,000.00 06/21/2023 484,919.10 100.02 485,093.22 0.34% Aaa/NA 3.96

5.51% 484,932.19 5.50% 1,116.58 161.02 AAA 2.10
92348KBL6 VZMT 2023-2 A 4.89 04/13/2028 1,115,000.00 07/25/2023 1,103,937.11 99.46 1,109,030.62 0.77% NA/AAA 4.04

5.56% 1,105,536.80 5.64% 1,666.00 3,493.83 AAA 1.01
02582JJZ4 AMXCA 2023-1 A 4.87 05/15/2028 570,000.00 06/07/2023 569,949.44 99.79 568,795.08 0.40% NA/AAA 4.12

4.92% 569,957.94 5.37% 1,233.73 (1,162.86) AAA 1.97
36267KAD9 GMCAR 2023-3 A3 5.45 06/16/2028 315,000.00 07/11/2023 314,987.84 100.44 316,397.69 0.22% Aaa/AAA 4.21

5.66% 314,989.58 5.47% 715.31 1,408.10 NA 2.58
161571HT4 CHAIT 2023-1 A 5.16 09/15/2028 680,000.00 09/07/2023 679,811.50 100.51 683,465.89 0.48% NR/AAA 4.46

5.17% 679,832.03 5.33% 1,559.47 3,633.86 AAA 2.26
13,384,157.46 99.27 13,424,519.72 9.35% Aaa/AAA 3.20
Total ABS 13,525,000.00 5.18% 13,421,244.22 5.49% 23,256.49 3,275.50 AAA 1.73 AGENCY
3130AV5N8 FEDERAL HOME LOAN BANKS 5.0 3,500,000.00 06/28/2023 3,493,735.00 99.92 3,497,317.28 2.43% Aaa/AA+ 0.70 12/13/2024 5.13% 3,496,985.26 5.10% 52,500.00 332.02 AA+ 0.68 3130AWER7 FEDERAL HOME LOAN BANKS 4.625 2,700,000.00 06/09/2023 2,697,759.00 99.62 2,689,780.99 1.87% Aaa/AA+ 1.18 06/06/2025 4.67% 2,698,667.76 4.95% 39,890.62 (8,886.78) AA+ 1.12 31 Item: 7
57 HOLDINGS REPORT
Lake Forest OperatingReserve| Account#11083| As of March31,2024 Cusip Security Description Par Value/
Units
Purchase Date
Purchase Yield
Cost Value
Book Value
Mkt Price
Mkt YTM
Market Value
Accrued Int.
% of Port.

Gain/Loss
Moody's/
S&P
Fitch
Maturity
Duration
3130AWLY4 FEDERAL HOME LOAN BANKS 5.125 3,500,000.00 07/18/2023 3,519,110.00 100.17 3,505,993.47 2.44% Aaa/AA+ 1.20 06/13/2025 4.82% 3,512,043.42 4.97% 53,812.50 (6,049.95) AA+ 1.14 3133EPRS6 FEDERAL FARM CREDIT BANKS 3,500,000.00 07/25/2023 3,492,020.00 99.93 3,497,648.21 2.43% Aaa/AA+ 1.33 FUNDING CORP 4.875 07/28/2025 5.00% 3,494,727.31 4.92% 29,859.38 2,920.90 AA+ 1.26 3133EPMB8 FEDERAL FARM CREDIT BANKS 3,500,000.00 06/08/2023 3,478,545.00 98.86 3,459,962.80 2.41% Aaa/AA+ 1.69 FUNDING CORP 4.125 12/08/2025 4.39% 3,485,524.34 4.84% 45,317.71 (25,561.54) AA+ 1.59 3133EPPR0 FEDERAL FARM CREDIT BANKS 3,500,000.00 07/25/2023 3,490,375.00 99.85 3,494,755.04 2.43% Aaa/AA+ 2.03 FUNDING CORP 4.625 04/10/2026 4.74% 3,492,808.01 4.70% 76,890.62 1,947.03 AA+ 1.88 3133EPNG6 FEDERAL FARM CREDIT BANKS 3,500,000.00 06/20/2023 3,498,145.00 99.45 3,480,676.96 2.42% Aaa/AA+ 2.23 FUNDING CORP 4.375 06/23/2026 4.39% 3,498,623.98 4.64% 41,684.03 (17,947.03) AA+ 2.08 3133EPNH4 FEDERAL FARM CREDIT BANKS 3,500,000.00 06/21/2023 3,470,831.00 98.35 3,442,167.89 2.40% Aaa/AA+ 4.22 FUNDING CORP 3.875 06/21/2028 4.06% 3,475,354.19 4.31% 37,673.61 (33,186.30) AA+ 3.81 27,140,520.00 99.52 27,068,302.64 18.84% Aaa/AA+ 1.84
Total Agency 27,200,000.00 4.65% 27,154,734.28 4.80% 377,628.47 (86,431.64) AA+ 1.71

AGENCY CMBS
3137BVZ82 FHMS K-063 A2 3.43 01/25/2027 2,500,000.00 06/06/2023 2,415,429.69 96.65 2,416,292.25 1.68% Aaa/AA+ 2.82

4.45% 2,434,700.77 5.08% 7,145.83 (18,408.52) AAA 2.50
3137FBU79 FHMS K-069 A2 3.187 09/25/2027 2,345,000.00 06/30/2023 2,218,406.64 95.40 2,237,058.71 1.56% Aaa/AAA 3.49

4.62% 2,240,923.25 5.02% 6,227.93 (3,864.53) AA+ 3.11
3137FCLD4 FHMS K-071 A2 3.286 11/25/2027 1,300,000.00 06/07/2023 1,240,281.25 95.50 1,241,513.78 0.86% Aaa/AA+ 3.65

4.42% 1,251,345.02 5.02% 3,559.83 (9,831.24) AAA 3.32
3137FETN0 FHMS K-073 A2 3.35 01/25/2028 2,500,000.00 06/06/2023 2,403,027.34 95.63 2,390,681.75 1.66% Aaa/AA+ 3.82

4.27% 2,420,289.29 5.03% 6,979.17 (29,607.54) AAA 3.42
3137F4D41 FHMS K-074 A2 3.6 01/25/2028 2,500,000.00 07/25/2023 2,386,035.15 96.46 2,411,441.50 1.68% Aaa/AA+ 3.82

4.73% 2,403,503.19 5.04% 7,500.00 7,938.31 AAA 3.42
3137FGR31 FHMS K-078 A2 3.854 06/25/2028 2,500,000.00 06/22/2023 2,443,261.72 96.98 2,424,436.75 1.69% Aaa/AA+ 4.24

4.35% 2,452,049.87 5.05% 8,029.17 (27,613.12) AAA 3.70
3137FLMV3 FHMS K-090 A2 3.422 02/25/2029 1,500,000.00 03/18/2024 1,416,093.75 94.93 1,423,923.15 0.99% Aaa/AAA 4.91

4.70% 1,416,612.86 5.01% 4,277.50 7,310.30 AA+ 4.35
Total Agency 14,522,535.54 96.05 14,545,347.89 10.13% Aaa/AA+ 3.76 CMBS 15,145,000.00 4.50% 14,619,424.23 5.04% 43,719.43 (74,076.34) AAA 3.35 CASH
CCYUSD Receivable 1,137.71 -- 1,137.71 1.00 1,137.71 0.00% Aaa/AAA 0.00

0.00% 1,137.71 0.00% 0.00 0.00 AAA 0.00
32 Item: 7
58 HOLDINGS REPORT
Lake Forest OperatingReserve| Account#11083| As of March31,2024 Cusip Security Description Par Value/
Units
Purchase Date
Purchase Yield
Cost Value
Book Value
Mkt Price
Mkt YTM
Market Value
Accrued Int.
% of Port.

Gain/Loss
Moody's/
S&P
Fitch
Maturity
Duration
Total Cash 1,137.71 0.00%
1,137.71
1,137.71

1.00 0.00%
1,137.71

0.00 0.00%

0.00 Aaa/AAA
AAA

0.00 0.00

CORPORATE
74153WCR8 PRICOA GLOBAL FUNDING I 4.2
08/28/2025 1,000,000.00 07/18/2023

5.36%
976,970.00
984,626.73

98.65 5.20%
986,537.35
3,850.00

0.69%
1,910.62
Aa3/AA-
AA-

1.41 1.35
89115A2K7 TORONTO-DOMINION BANK 5.103
01/09/2026 1,000,000.00 06/16/2023

5.23%
996,950.00
997,881.67
100.17

5.00%
1,001,729.46
11,623.50

0.70%
3,847.79
A1/A
AA-

1.78 1.66
78016FZT4 ROYAL BANK OF CANADA 4.875
01/12/2026 1,000,000.00 06/16/2023

5.26%
990,910.00
993,677.79

99.65 5.08%
996,452.62
10,697.92

0.69%
2,774.83
A1/A
AA-

1.79 1.67
63743HFH0

NATIONALRURAL UTILITIES
COOPERATIVEFINANCE CORP 4.45
03/13/2026
1,000,000.00 06/08/2023

4.73%
992,710.00
994,842.60

98.92 5.03%
989,241.88
2,225.00

0.69%
(5,600.72)
A2/A-
A

1.95 1.84
64952WFB4 NEW YORK LIFE GLOBAL FUNDING

4.7 04/02/2026 1,000,000.00 06/05/2023

4.89%
994,890.00
996,373.39

99.21 5.12%
992,079.33
23,369.44

0.69%
(4,294.06)
Aaa/AA+
AAA

2.01 1.85
66815L2L2 NORTHWESTERN MUTUAL GLOBAL
FUNDING 4.7 04/06/2026 1,000,000.00 07/06/2023

5.50%
979,860.00
985,211.89

99.00 5.23%
990,008.64
22,847.22

0.69%
4,796.75
Aaa/AA+
AAA

2.02 1.86
57629W6F2 MASSMUTUAL GLOBAL FUNDING II

4.5 04/10/2026 1,000,000.00 06/20/2023

5.12%
983,900.00
988,369.60

98.82 5.12%
988,225.77
21,375.00

0.69%
(143.83)
Aa3/AA+
AA+

2.03 1.87
46647PCZ7 JPMORGAN CHASE & CO 4.08
04/26/2026 1,000,000.00 06/05/2023

5.27%
978,990.00
987,958.92

98.47 5.57%
984,678.53
17,566.67

0.69%
(3,280.39)
A1/A-
AA-

2.07 1.02
857477CB7 STATESTREET CORP 5.104
05/18/2026 1,000,000.00 07/10/2023

5.48%
993,480.00
996,026.27

99.68 5.39%
996,800.05
18,856.44

0.69%
773.78
A1/A
AA-

2.13 1.07
756109BF0 REALTYINCOME CORP 4.875
06/01/2026 1,000,000.00 06/07/2023

5.20%
991,130.00
993,551.32

99.39 5.17%
993,905.05
16,250.00

0.69%
353.73
A3/A-
NA

2.17 2.00
24422EWX3 JOHN DEERE CAPITALCORP 4.75
06/08/2026 1,000,000.00 06/05/2023

4.71%
1,000,940.00
1,000,684.41

99.68 4.90%
996,828.53
14,909.72

0.69%
(3,855.88)
A1/A
A+

2.19 2.03
58989V2F0 MET TOWER GLOBAL FUNDING 5.4
06/20/2026 1,000,000.00 06/12/2023

5.38%
1,000,440.00
1,000,325.18
100.43

5.19%
1,004,328.34
15,150.00

0.70%
4,003.16
Aa3/AA-
AA-

2.22 2.04
61747YET8 MORGAN STANLEY4.679
07/17/2026 1,000,000.00 06/05/2023

5.20%
989,810.00
993,697.37

98.92 5.55%
989,225.22
9,617.94

0.69%
(4,472.15)
A1/A-
A+

2.30 1.23
06051GLA5 BANK OF AMERICA CORP 4.827
07/22/2026 1,000,000.00 06/05/2023

5.32%
990,260.00
993,951.79

99.10 5.54%
991,002.27
9,251.75

0.69%
(2,949.52)
A1/A-
AA-

2.31 1.24
26444HAC5 DUKE ENERGY FLORIDA LLC 3.2
01/15/2027 1,000,000.00 06/13/2023

4.65%
952,650.00
963,168.21

95.45 4.97%
954,466.12
6,755.56

0.66%
(8,702.09)
A1/A
WR

2.79 2.61
33 Item: 7
59 HOLDINGS REPORT
Lake Forest OperatingReserve| Account#11083| As of March31,2024 Cusip Security Description Par Value/
Units
Purchase Date
Purchase Yield
Cost Value
Book Value
Mkt Price
Mkt YTM
Market Value
Accrued Int.
% of Port.

Gain/Loss
Moody's/
S&P
Fitch
Maturity
Duration
74340XBN0 PROLOGIS LP 2.125 04/15/2027 1,000,000.00 06/07/2023

4.78%
907,480.00
927,023.70

92.08 4.96%
920,832.85
9,798.61

0.64%
(6,190.85)
A3/A
WR

3.04 2.86
06406RBQ9 BANK OF NEW YORK MELLON CORP

4.947 04/26/2027 1,000,000.00 06/08/2023

5.17%
993,950.00
995,624.88

99.54 5.18%
995,435.22
21,299.58

0.69%
(189.66)
A1/A
AA-

3.07 1.91
89236TKJ3 TOYOTAMOTOR CREDIT CORP 4.55
09/20/2027 1,000,000.00 06/05/2023

4.63%
996,860.00
997,459.53

99.03 4.86%
990,287.62
1,390.28

0.69%
(7,171.91)
A1/A+
A+

3.47 3.17
40139LBG7 GUARDIAN LIFE GLOBAL FUNDING

5.55 10/28/2027 1,000,000.00 06/13/2023

5.09%
1,017,710.00
1,014,480.92
102.05

4.92%
1,020,487.63
23,587.50

0.71%
6,006.71
Aa1/AA+
NA

3.58 3.15
023135CP9 AMAZON.COM INC 4.55 12/01/2027 1,500,000.00 06/29/2023

4.71%
1,490,595.00
1,492,187.78

99.95 4.56%
1,499,198.04
22,750.00

1.04%
7,010.26
A1/AA
AA-

3.67 3.30
78016FZW7 ROYAL BANK OF CANADA 4.9
01/12/2028 1,000,000.00 07/25/2023

5.26%
985,680.00
987,867.53
100.02

4.89%
1,000,176.91
10,752.78

0.70%
12,309.38
A1/A
AA-

3.79 3.38
91324PEP3 UNITEDHEALTHGROUP INC 5.25
02/15/2028 1,000,000.00 07/06/2023

5.02%
1,009,290.00
1,007,792.34
101.83

4.72%
1,018,331.17
6,708.33

0.71%
10,538.83
A2/A+
A

3.88 3.39
931142FB4 WALMART INC 3.9 04/15/2028 1,500,000.00 06/13/2023

4.39%
1,468,365.00
1,473,577.79

97.98 4.45%
1,469,774.32
26,975.00

1.02%
(3,803.46)
Aa2/AA
AA

4.04 3.63
61747YER2 MORGAN STANLEY 4.21 04/20/2028 1,000,000.00 07/19/2023

5.30%
963,360.00
970,184.84

97.17 5.22%
971,731.45
18,828.06

0.68%
1,546.61
A1/A-
A+

4.05 2.77
74456QBU9 PUBLIC SERVICE ELECTRIC AND GAS
CO 3.7 05/01/2028 1,000,000.00 06/05/2023

4.63%
959,700.00
966,431.68

96.02 4.78%
960,190.76
15,416.67

0.67%
(6,240.92)
A1/A
WR

4.08 3.68
341081GN1 FLORIDA POWER & LIGHT CO 4.4
05/15/2028 1,000,000.00 06/05/2023

4.62%
990,280.00
991,891.02

98.92 4.69%
989,198.72
16,622.22

0.69%
(2,692.30)
Aa2/A+
AA-

4.12 3.67
66815L2M0 NORTHWESTERN MUTUAL LIFE
INSURANCE CO 4.9 06/12/2028 1,000,000.00 06/05/2023

4.85%
1,002,150.00
1,001,804.02

99.43 5.05%
994,294.02
14,836.11

0.69%
(7,510.00)
Aaa/AA+
AAA

4.20 3.70
64952WFD0 NEW YORK LIFE GLOBAL FUNDING

4.9 06/13/2028 1,000,000.00 06/06/2023

4.87%
1,001,450.00
1,001,217.46

99.83 4.94%
998,302.35
14,700.00

0.69%
(2,915.11)
Aaa/AA+
AAA

4.20 3.71
74340XCG4 PROLOGIS LP 4.875 06/15/2028 1,000,000.00 07/25/2023

5.06%
992,020.00
993,133.18
100.11

4.84%
1,001,074.47
14,354.17

0.70%
7,941.29
A3/A
NA

4.21 3.71
24422EXB0 JOHN DEERE CAPITALCORP 4.95
07/14/2028 1,000,000.00 07/11/2023

4.96%
999,758.30
999,792.96
100.75

4.75%
1,007,537.88
10,587.50

0.70%
7,744.92
A1/A
A+

4.29 3.79
89115A2U5 TORONTO-DOMINION BANK 5.523
07/17/2028 1,000,000.00 07/10/2023

5.51%
1,000,690.00
1,000,592.18
102.13

4.96%
1,021,274.89
11,352.83

0.71%
20,682.71
A1/A
AA-

4.30 3.76
06051GKW8 BANK OF AMERICA CORP 4.948
07/22/2028 1,000,000.00 07/19/2023

5.44%
982,540.00
985,555.71

99.24 5.20%
992,369.56
9,483.67

0.69%
6,813.85
A1/A-
AA-

4.31 2.99
46647PDG8 JPMORGAN CHASE & CO 4.851
07/25/2028 1,000,000.00 07/20/2023

5.31%
983,510.00
986,342.98

99.16 5.13%
991,567.01
8,893.50

0.69%
5,224.03
A1/A-
AA-

4.32 3.01
34 Item: 7
60 HOLDINGS REPORT
Lake Forest OperatingReserve| Account#11083| As of March31,2024 Cusip Security Description Par Value/
Units
Purchase Date
Purchase Yield
Cost Value
Book Value
Mkt Price
Mkt YTM
Market Value
Accrued Int.
% of Port.

Gain/Loss
Moody's/
S&P
Fitch
Maturity
Duration
26442CAX2 DUKE ENERGY CAROLINAS LLC 3.95
11/15/2028 750,000.00 11/27/2023

5.12%
711,870.00
714,477.90

96.67 4.76%
725,040.38
11,191.67

0.50%
10,562.48
Aa3/A
NA

4.63 4.10
91324PDP4 UNITEDHEALTHGROUP INC 3.875
12/15/2028 1,000,000.00 12/12/2023

4.77%
960,560.00
962,891.43

96.45 4.72%
964,476.08
11,409.72

0.67%
1,584.65
A2/A+
A

4.71 4.19
57629W5B2 MASSMUTUALGLOBAL FUNDING II

4.85 01/17/2029 900,000.00 01/09/2024

4.85%
899,883.00
899,887.80

99.38 5.00%
894,424.11
8,972.50

0.62%
(5,463.69)
Aa3/AA+
AA+

4.80 4.19
17275RBR2 CISCO SYSTEMS INC 4.85
02/26/2029 780,000.00 02/21/2024

4.86%
779,727.00
779,732.23
100.74

4.68%
785,757.52
3,677.92

0.55%
6,025.29
A1/AA-
NA

4.91 4.30
14913UAJ9 CATERPILLARFINANCIAL SERVICES
CORP 4.85 02/27/2029 1,000,000.00 03/18/2024

4.84%
1,000,490.00
1,000,486.74
100.57

4.72%
1,005,737.35
4,580.56

0.70%
5,250.61
A2/A
A+

4.91 4.30
Total Corporate 38,430,000.00 5.03%
37,911,808.30
38,020,783.71

99.11 4.99%
38,073,009.48
502,515.33

26.51%
52,225.76
A1/A+
AA-

3.30 2.79

MONEY MARKET
FUND
60934N807 FEDERATEDHRMS GV O SVC 144,280.77 --

4.95%
144,280.77
144,280.77

1.00 4.95%
144,280.77

0.00 0.10%

0.00 Aaa/
AAAm
AA

0.00 0.00
Total Money
Market Fund 144,280.77 4.95%
144,280.77
144,280.77

1.00 4.95%
144,280.77

0.00 0.10%

0.00 Aaa/
AAAm
AA

0.00 0.00

SUPRANATIONAL
4581X0EK0 INTER-AMERICAN DEVELOPMENT
BANK 4.5 05/15/2026 2,800,000.00 06/27/2023

4.53%
2,797,844.00
2,798,401.59

99.59 4.70%
2,788,513.53
47,600.00

1.94%
(9,888.05)
Aaa/AAA
NA

2.12 1.97
45950KDD9 INTERNATIONALFINANCE CORP 4.5
07/13/2028 1,280,000.00 07/06/2023

4.53%
1,278,579.20
1,278,783.73
100.54

4.36%
1,286,894.73
12,480.00

0.90%
8,111.01
Aaa/AAA
NA

4.28 3.83
Total
Supranational 4,080,000.00 4.53%
4,076,423.20
4,077,185.31

99.89 4.59%
4,075,408.26
60,080.00

2.84%
(1,777.05)
Aaa/AAA
NA

2.81 2.56

US TREASURY
91282CGD7 UNITED STATESTREASURY 4.25
12/31/2024 3,500,000.00 06/13/2023

4.88%
3,467,597.66
3,484,314.06

99.31 5.19%
3,475,834.95
37,596.15

2.42%
(8,479.11)
Aaa/AA+
AA+

0.75 0.73
91282CGN5 UNITED STATESTREASURY 4.625
02/28/2025 3,500,000.00 07/18/2023

4.93%
3,483,183.59
3,490,508.70

99.59 5.08%
3,485,781.25
14,076.09

2.43%
(4,727.45)
Aaa/AA+
AA+

0.91 0.89
35 Item: 7
61 HOLDINGS REPORT
Lake Forest OperatingReserve| Account#11083| As of March31,2024 Cusip Security Description Par Value/
Units
Purchase Date
Purchase Yield
Cost Value
Book Value
Mkt Price
Mkt YTM
Market Value
Accrued Int.
% of Port.

Gain/Loss
Moody's/
S&P
Fitch
Maturity
Duration
91282CHD6 UNITED STATESTREASURY 4.25
05/31/2025 3,500,000.00 06/05/2023

4.45%
3,486,601.56
3,492,145.74

99.18 4.98%
3,471,289.08
49,989.75

2.42%
(20,856.66)
Aaa/AA+
AA+

1.17 1.11
91282CHL8 UNITED STATESTREASURY 4.625
06/30/2025 3,500,000.00 07/06/2023

5.05%
3,472,246.09
3,482,557.97

99.64 4.92%
3,487,285.16
40,913.46

2.43%
4,727.19
Aaa/AA+
AA+

1.25 1.19
91282CGA3 UNITED STATESTREASURY 4.0
12/15/2025 3,500,000.00 06/16/2023

4.51%
3,458,027.34
3,471,233.26

98.77 4.76%
3,456,933.58
41,311.48

2.41%
(14,299.67)
Aaa/AA+
AA+

1.71 1.62
91282CHB0 UNITED STATESTREASURY 3.625
05/15/2026 3,500,000.00 06/05/2023

4.10%
3,454,609.38
3,467,288.33

98.02 4.61%
3,430,546.88
48,100.96

2.39%
(36,741.45)
Aaa/AA+
AA+

2.12 1.99
91282CEW7 UNITED STATESTREASURY 3.25
06/30/2027 3,500,000.00 06/06/2023

3.99%
3,404,160.16
3,423,470.21

96.57 4.44%
3,379,960.92
28,750.00

2.35%
(43,509.29)
Aaa/AA+
AA+

3.25 3.02
91282CFU0 UNITED STATESTREASURY 4.125
10/31/2027 3,500,000.00 06/29/2023

4.23%
3,485,234.38
3,487,807.18

99.21 4.37%
3,472,246.08
60,685.10

2.42%
(15,561.09)
Aaa/AA+
AA+

3.59 3.24
91282CHE4 UNITED STATESTREASURY 3.625
05/31/2028 3,500,000.00 06/05/2023

3.81%
3,470,878.91
3,475,676.46

97.46 4.29%
3,411,269.54
42,638.32

2.37%
(64,406.92)
Aaa/AA+
AA+

4.17 3.78
91282CHK0 UNITED STATESTREASURY 4.0
06/30/2028 3,500,000.00 06/28/2023

4.00%
3,500,273.44
3,500,232.00

98.89 4.29%
3,461,171.88
35,384.62

2.41%
(39,060.13)
Aaa/AA+
AA+

4.25 3.83
91282CJF9 UNITED STATESTREASURY 4.875
10/31/2028 3,500,000.00 10/27/2023

4.79%
3,513,261.72
3,512,151.13
102.51

4.26%
3,587,910.16
71,718.75

2.50%
75,759.03
Aaa/AA+
AA+

4.59 4.01
91282CJN2 UNITED STATESTREASURY 4.375
11/30/2028 3,750,000.00 12/08/2023

4.26%
3,769,775.39
3,768,555.76
100.53

4.25%
3,769,775.40
55,135.76

2.62%
1,219.64
Aaa/AA+
AA+

4.67 4.13
91282CJR3 UNITED STATESTREASURY 3.75
12/31/2028 3,000,000.00 01/04/2024

3.97%
2,970,820.31
2,972,213.63

97.87 4.25%
2,936,015.64
28,434.07

2.04%
(36,197.99)
Aaa/AA+
AA+

4.75 4.26
91282CJW2 UNITED STATESTREASURY 4.0
01/31/2029 1,500,000.00 02/16/2024

4.31%
1,479,375.00
1,479,831.81

98.97 4.24%
1,484,531.25
10,054.95

1.03%
4,699.44
Aaa/AA+
AA+

4.84 4.33
Total US Treasury 46,750,000.00 4.39%
46,416,044.93
46,507,986.25

99.08 4.58%
46,310,551.78
564,789.44

32.24%
(197,434.47)
Aaa/AA+
AA+

2.91 2.65
Total Portfolio 145,275,418.48 4.70%
143,596,907.91
143,946,776.50

98.80 4.86%
143,642,558.25
1,571,989.17
100.00%
(304,218.25)
Aa2/AA-
AA

2.92 2.49
Total Market
Value + Accrued 145,214,547.42
36 Item: 7
62 HOLDINGS REPORT
LakeForestReporting| Account#11084| As of March31,2024
Cusip Security Description Par Value/
Units
Purchase Date
Purchase Yield
Cost Value
Book Value
Mkt Price
Mkt YTM
Market Value
Accrued Int.
% of Port.

Gain/Loss
Moody's/
S&P
Fitch
Maturity
Duration
CASH
CCYUSD Receivable 98,028.12 --

0.00%
98,028.12
98,028.12

1.00 0.00%
98,028.12

0.00 0.17%

0.00 Aaa/AAA
AAA

0.00 0.00
Total Cash 98,028.12 0.00%
98,028.12
98,028.12

1.00 0.00%
98,028.12

0.00 0.17%

0.00 Aaa/AAA
AAA

0.00 0.00
LAIF
90LAIF$00 State Pool 11,524,723.98 --

4.27%
11,524,723.98
11,524,723.98

1.00 4.27%
11,524,723.98

0.00 19.78%

0.00 NA/NA
NA

0.00 0.00
Total LAIF 11,524,723.98 4.27%
11,524,723.98
11,524,723.98

1.00 4.27%
11,524,723.98

0.00 19.78%

0.00 NA/NA
NA

0.00 0.00

LOCAL GOV

INVESTMENT
POOL
90CAMP$00 CAMP 46,630,704.37 --

5.48%
46,630,704.37
46,630,704.37

1.00 5.48%
46,630,704.37

0.00 80.05%

0.00 NA/AAAm
AAA

0.00 0.00
TotalLocal Gov
Investment Pool 46,630,704.37 5.48%
46,630,704.37
46,630,704.37

1.00 5.48%
46,630,704.37

0.00 80.05%

0.00 NA/
AAAm
AAA

0.00 0.00
Total Portfolio 58,253,456.47 5.23%
58,253,456.47
58,253,456.47

1.00 5.23%
58,253,456.47

0.00 100.00%

0.00 Aaa/AAA
AAA

0.00 0.00
Total Market
Value + Accrued 58,253,456.47
37 Item: 7
63 SECTION |
Section 5 |
Transactions
38 Item: 7
64 Transaction Ledger
As of January 31, 2024
Lake Forest Operating Reserve
Account #11083
Transaction
Type
Settlement
Date CUSIP Quantity Security Description Price Acq/Disp Yield Amount Interest
Pur/Sold Total Amount Gain/Loss

ACQUISITIONS
Purchase 01/02/2024 60934N807 1,290.04 Federated Investors Govt Oblig Fund Inst.

1.000 5.00% 1,290.04 0.00 1,290.04 0.00
Purchase 01/05/2024 91282CJR3 3,000,000.00 US Treasury Note

3.75% Due 12/31/2028

99.027 3.97% 2,970,820.31 1,545.33 2,972,365.64 0.00
Purchase 01/09/2024 60934N807 25,515.00 Federated Investors Govt Oblig Fund Inst.

1.000 5.00% 25,515.00 0.00 25,515.00 0.00
Purchase 01/12/2024 60934N807 503,499.19 Federated Investors Govt Oblig Fund Inst.

1.000 5.00% 503,499.19 0.00 503,499.19 0.00
Purchase 01/12/2024 60934N807 48,875.00 Federated Investors Govt Oblig Fund Inst.

1.000 5.00% 48,875.00 0.00 48,875.00 0.00
Purchase 01/13/2024 60934N807 28,800.00 Federated Investors Govt Oblig Fund Inst.

1.000 5.00% 28,800.00 0.00 28,800.00 0.00
Purchase 01/14/2024 60934N807 24,750.00 Federated Investors Govt Oblig Fund Inst.

1.000 5.00% 24,750.00 0.00 24,750.00 0.00
Purchase 01/15/2024 60934N807 16,000.00 Federated Investors Govt Oblig Fund Inst.

1.000 5.00% 16,000.00 0.00 16,000.00 0.00
Purchase 01/16/2024 60934N807 6,536.67 Federated Investors Govt Oblig Fund Inst.

1.000 5.00% 6,536.67 0.00 6,536.67 0.00
Purchase 01/16/2024 60934N807 3,662.08 Federated Investors Govt Oblig Fund Inst.

1.000 5.00% 3,662.08 0.00 3,662.08 0.00
Purchase 01/16/2024 60934N807 2,093.58 Federated Investors Govt Oblig Fund Inst.

1.000 5.00% 2,093.58 0.00 2,093.58 0.00
Purchase 01/16/2024 60934N807 1,430.63 Federated Investors Govt Oblig Fund Inst.

1.000 5.00% 1,430.63 0.00 1,430.63 0.00
Purchase 01/16/2024 60934N807 2,924.00 Federated Investors Govt Oblig Fund Inst.

1.000 5.00% 2,924.00 0.00 2,924.00 0.00
Purchase 01/16/2024 60934N807 4,962.50 Federated Investors Govt Oblig Fund Inst.

1.000 5.00% 4,962.50 0.00 4,962.50 0.00
Purchase 01/16/2024 60934N807 4,412.50 Federated Investors Govt Oblig Fund Inst.

1.000 5.00% 4,412.50 0.00 4,412.50 0.00
Purchase 01/16/2024 60934N807 2,627.25 Federated Investors Govt Oblig Fund Inst.

1.000 5.00% 2,627.25 0.00 2,627.25 0.00
39 Item: 7
65 Transaction Ledger
As of January 31, 2024
Lake Forest Operating Reserve
Account #11083
Transaction
Type
Settlement
Date CUSIP Quantity Security Description Price Acq/Disp Yield Amount Interest
Pur/Sold Total Amount Gain/Loss

ACQUISITIONS
Purchase 01/16/2024 60934N807 2,313.25 Federated Investors Govt Oblig Fund Inst.

1.000 5.00% 2,313.25 0.00 2,313.25 0.00
Purchase 01/16/2024 60934N807 3,725.00 Federated Investors Govt Oblig Fund Inst.

1.000 5.00% 3,725.00 0.00 3,725.00 0.00
Purchase 01/17/2024 57629W5B2 900,000.00 Mass Mutual Global funding Note

4.85% Due 1/17/2029

99.987 4.85% 899,883.00 0.00 899,883.00 0.00
Purchase 01/17/2024 60934N807 51,010.00 Federated Investors Govt Oblig Fund Inst.

1.000 5.00% 51,010.00 0.00 51,010.00 0.00
Purchase 01/22/2024 60934N807 48,875.00 Federated Investors Govt Oblig Fund Inst.

1.000 5.00% 48,875.00 0.00 48,875.00 0.00
Purchase 01/22/2024 60934N807 6,300.00 Federated Investors Govt Oblig Fund Inst.

1.000 5.00% 6,300.00 0.00 6,300.00 0.00
Purchase 01/22/2024 60934N807 4,543.63 Federated Investors Govt Oblig Fund Inst.

1.000 5.00% 4,543.63 0.00 4,543.63 0.00
Purchase 01/25/2024 60934N807 24,255.00 Federated Investors Govt Oblig Fund Inst.

1.000 5.00% 24,255.00 0.00 24,255.00 0.00
Purchase 01/25/2024 60934N807 5,811.87 Federated Investors Govt Oblig Fund Inst.

1.000 5.00% 5,811.87 0.00 5,811.87 0.00
Purchase 01/25/2024 60934N807 8,029.17 Federated Investors Govt Oblig Fund Inst.

1.000 5.00% 8,029.17 0.00 8,029.17 0.00
Purchase 01/25/2024 60934N807 6,979.17 Federated Investors Govt Oblig Fund Inst.

1.000 5.00% 6,979.17 0.00 6,979.17 0.00
Purchase 01/25/2024 60934N807 3,559.83 Federated Investors Govt Oblig Fund Inst.

1.000 5.00% 3,559.83 0.00 3,559.83 0.00
Purchase 01/25/2024 60934N807 6,227.93 Federated Investors Govt Oblig Fund Inst.

1.000 5.00% 6,227.93 0.00 6,227.93 0.00
Purchase 01/25/2024 60934N807 7,500.00 Federated Investors Govt Oblig Fund Inst.

1.000 5.00% 7,500.00 0.00 7,500.00 0.00
Purchase 01/25/2024 60934N807 7,145.83 Federated Investors Govt Oblig Fund Inst.

1.000 5.00% 7,145.83 0.00 7,145.83 0.00
Purchase 01/28/2024 60934N807 85,312.50 Federated Investors Govt Oblig Fund Inst.

1.000 5.00% 85,312.50 0.00 85,312.50 0.00
40 Item: 7
66 Transaction Ledger
As of January 31, 2024
Lake Forest Operating Reserve
Account #11083
Transaction
Type
Settlement
Date CUSIP Quantity Security Description Price Acq/Disp Yield Amount Interest
Pur/Sold Total Amount Gain/Loss

ACQUISITIONS
Subtotal 4,848,966.62 4,819,669.93 1,545.33 4,821,215.26 0.00 Short Sale 01/17/2024 60934N807 -899,883.00 Federated Investors Govt Oblig Fund Inst.

1.000 -899,883.00 0.00 -899,883.00 0.00
Subtotal -899,883.00 -899,883.00 0.00 -899,883.00 0.00
TOTAL ACQUISITIONS 3,949,083.62 3,919,786.93 1,545.33 3,921,332.26 0.00

DISPOSITIONS
Closing
Purchase
01/17/2024 60934N807 -899,883.00 Federated Investors Govt Oblig Fund Inst.

1.000 -899,883.00 0.00 -899,883.00 0.00
Subtotal -899,883.00 -899,883.00 0.00 -899,883.00 0.00
Sale 01/05/2024 60934N807 292,591.47 Federated Investors Govt Oblig Fund Inst.

1.000 5.00% 292,591.47 0.00 292,591.47 0.00
Sale 01/05/2024 912797GB7 2,750,000.00 US Treasury Bill

5.11% Due 7/11/2024

97.446 5.08% 2,679,774.17 0.00 2,679,774.17 66,786.05
Sale 01/12/2024 91282CFN6 500,000.00 US Treasury Note

4.25% Due 9/30/2024

99.492 5.22% 497,460.94 6,038.25 503,499.19 790.62
Sale 01/17/2024 60934N807 899,883.00 Federated Investors Govt Oblig Fund Inst.

1.000 5.00% 899,883.00 0.00 899,883.00 0.00
Subtotal 4,442,474.47 4,369,709.58 6,038.25 4,375,747.83 67,576.67 Paydown 01/16/2024 02582JJT8 0.00 American Express Credit Trust 2022-2 A

3.39% Due 5/17/2027
100.000 0.00 2,627.25 2,627.25 0.00
Paydown 01/16/2024 02582JJZ4 0.00 American Express Credit Trust 2023-1 A

4.87% Due 5/15/2028
100.000 0.00 2,313.25 2,313.25 0.00
Paydown 01/16/2024 05522RDE5 0.00 Bank of America Credit Card Tr 2022-A1 A1

3.53% Due 11/15/2027
100.000 0.00 4,412.50 4,412.50 0.00
Paydown 01/16/2024 161571HS6 0.00 Chase Issuance Trust 22-A1 A

3.97% Due 9/15/2027
100.000 0.00 4,962.50 4,962.50 0.00
Paydown 01/16/2024 161571HT4 0.00 Chase Issuance Trust 23-A1 A

5.16% Due 9/15/2028
100.000 0.00 2,924.00 2,924.00 0.00
41 Item: 7
67 Transaction Ledger
As of January 31, 2024
Lake Forest Operating Reserve
Account #11083
Transaction
Type
Settlement
Date CUSIP Quantity Security Description Price Acq/Disp Yield Amount Interest
Pur/Sold Total Amount Gain/Loss

DISPOSITIONS
Paydown 01/16/2024 362583AD8 0.00 GM Auto Receivable Trust 2023-2 A3

4.47% Due 2/16/2028
100.000 0.00 3,725.00 3,725.00 0.00
Paydown 01/16/2024 36267KAD9 0.00 GM Financial SecuritizedTerm 2023-3 A3

5.45% Due 6/16/2028
100.000 0.00 1,430.63 1,430.63 0.00
Paydown 01/16/2024 477920AC6 0.00 John Deere Owner Trust 2023-B A3

5.18% Due 3/15/2028
100.000 0.00 2,093.58 2,093.58 0.00
Paydown 01/16/2024 47800AAC4 0.00 John Deere Owner Trust 2022-B A3

3.74% Due 2/16/2027
100.000 0.00 3,662.08 3,662.08 0.00
Paydown 01/16/2024 89239HAD0 0.00 Toyota Auto ReceivablesOwner 20222- D A3

5.3% Due 9/15/2027
100.000 0.00 6,536.67 6,536.67 0.00
Paydown 01/22/2024 43815JAC7 0.00 Honda Auto ReceivablesOwner 2023-1 A3

5.04% Due 4/21/2027
100.000 0.00 6,300.00 6,300.00 0.00
Paydown 01/22/2024 92348KBL6 0.00 Verizon Master Trust 2023-2 A

4.89% Due 4/13/2028
100.000 0.00 4,543.63 4,543.63 0.00
Paydown 01/25/2024 05592XAD2 0.00 BMW Vehicle Owner Trust 2023-A A3

5.47% Due 2/25/2028
100.000 0.00 5,811.87 5,811.87 0.00
Paydown 01/25/2024 3137BVZ82 0.00 FHLMC K063

3.43% Due 1/25/2027
100.000 0.00 7,145.83 7,145.83 0.00
Paydown 01/25/2024 3137F4D41 0.00 FHLMC K074 A2

3.6% Due 1/25/2028
100.000 0.00 7,500.00 7,500.00 0.00
Paydown 01/25/2024 3137FBU79 0.00 FHLMC K069 A2

3.187% Due 9/25/2027
100.000 0.00 6,227.93 6,227.93 0.00
Paydown 01/25/2024 3137FCLD4 0.00 FHLMC K071 A2

3.286% Due 11/25/2027
100.000 0.00 3,559.83 3,559.83 0.00
Paydown 01/25/2024 3137FETN0 0.00 FHLMC K073 A2

3.35% Due 1/25/2028
100.000 0.00 6,979.17 6,979.17 0.00
Paydown 01/25/2024 3137FGR31 0.00 FHLMC K078 A2

3.854% Due 6/25/2028
100.000 0.00 8,029.17 8,029.17 0.00
Subtotal 0.00 0.00 90,784.89 90,784.89 0.00
42 Item: 7
68 Transaction Ledger
As of January 31, 2024
Lake Forest Operating Reserve
Account #11083
Transaction
Type
Settlement
Date CUSIP Quantity Security Description Price Acq/Disp Yield Amount Interest
Pur/Sold Total Amount Gain/Loss

DISPOSITIONS
Security
Withdrawal
01/08/2024 60934N807 6,957.29 Federated Investors Govt Oblig Fund Inst.

1.000 6,957.29 0.00 6,957.29 0.00
Security
Withdrawal
01/29/2024 60934N807 2,047.00 Federated Investors Govt Oblig Fund Inst.

1.000 2,047.00 0.00 2,047.00 0.00
Subtotal 9,004.29 9,004.29 0.00 9,004.29 0.00
TOTAL DISPOSITIONS 3,551,595.76 3,478,830.87 96,823.14 3,575,654.01 67,576.67

OTHER TRANSACTIONS
Interest 01/09/2024 89115A2K7 1,000,000.00 Toronto-Dominion Bank Note

5.103% Due 1/9/2026

0.000 25,515.00 0.00 25,515.00 0.00
Interest 01/12/2024 78016FZT4 1,000,000.00 Royal Bank of Canada Note

4.875% Due 1/12/2026

0.000 24,375.00 0.00 24,375.00 0.00
Interest 01/12/2024 78016FZW7 1,000,000.00 Royal Bank of Canada Note

4.9% Due 1/12/2028

0.000 24,500.00 0.00 24,500.00 0.00
Interest 01/13/2024 45950KDD9 1,280,000.00 InternationalFinance Corp Note

4.5% Due 7/13/2028

0.000 28,800.00 0.00 28,800.00 0.00
Interest 01/14/2024 24422EXB0 1,000,000.00 John Deere Capital Corp Note

4.95% Due 7/14/2028

0.000 24,750.00 0.00 24,750.00 0.00
Interest 01/15/2024 26444HAC5 1,000,000.00 Duke Energy Florida LLC Callable Note Cont 10/15/2026

3.2% Due 1/15/2027

0.000 16,000.00 0.00 16,000.00 0.00
Interest 01/17/2024 61747YET8 1,000,000.00 Morgan Stanley Callable Note Cont 7/17/2025

4.679% Due 7/17/2026

0.000 23,395.00 0.00 23,395.00 0.00
Interest 01/17/2024 89115A2U5 1,000,000.00 Toronto-Dominion Bank Note

5.523% Due 7/17/2028

0.000 27,615.00 0.00 27,615.00 0.00
Interest 01/22/2024 06051GKW8 1,000,000.00 Bank of America Corp Callable Note Cont 7/22/2027

4.948% Due 7/22/2028

0.000 24,740.00 0.00 24,740.00 0.00
Interest 01/22/2024 06051GLA5 1,000,000.00 Bank of America Corp Callable Note Cont 7/22/2025

4.827% Due 7/22/2026

0.000 24,135.00 0.00 24,135.00 0.00
43 Item: 7
69 Transaction Ledger
As of January 31, 2024
Lake Forest Operating Reserve
Account #11083
Transaction
Type
Settlement
Date CUSIP Quantity Security Description Price Acq/Disp Yield Amount Interest
Pur/Sold Total Amount Gain/Loss

OTHER TRANSACTIONS
Interest 01/25/2024 46647PDG8 1,000,000.00 JP Morgan Chase & Co Callable Note Cont 7/25/2027

4.851% Due 7/25/2028

0.000 24,255.00 0.00 24,255.00 0.00
Interest 01/28/2024 3133EPRS6 3,500,000.00 FFCB Note

4.875% Due 7/28/2025

0.000 85,312.50 0.00 85,312.50 0.00
Subtotal 14,780,000.00 353,392.50 0.00 353,392.50 0.00
Dividend 01/02/2024 60934N807 688,205.26 Federated Investors Govt Oblig Fund Inst.

0.000 1,290.04 0.00 1,290.04 0.00
Subtotal 688,205.26 1,290.04 0.00 1,290.04 0.00
TOTAL OTHER TRANSACTIONS 15,468,205.26 354,682.54 0.00 354,682.54 0.00 44 Item: 7
70 TRANSACTION LEDGER
LakeForestOperating Reserve| Account#11083 | As of February 29, 2024 TransactionType Settlement
Date CUSIP Quantity Security Description Price Acq/Disp Yield Amount Interest Pur/
Sold Total Amount Gain/Loss

ACQUISITIONS
Purchase 02/02/2024 60934N807 2,038.01 FEDERATEDHRMS GV O SVC 1.000 4.98% (2,038.01) 0.00 (2,038.01) 0.00 Purchase 02/15/2024 60934N807 2,313.25 FEDERATEDHRMS GV O SVC 1.000 4.97% (2,313.25) 0.00 (2,313.25) 0.00 Purchase 02/15/2024 60934N807 53,468.58 FEDERATEDHRMS GV O SVC 1.000 4.97% (53,468.58) 0.00 (53,468.58) 0.00 Purchase 02/16/2024 60934N807 3,725.00 FEDERATEDHRMS GV O SVC 1.000 4.96% (3,725.00) 0.00 (3,725.00) 0.00 Purchase 02/16/2024 60934N807 1,430.63 FEDERATEDHRMS GV O SVC 1.000 4.96% (1,430.63) 0.00 (1,430.63) 0.00 Purchase 02/20/2024 60934N807 4,543.63 FEDERATEDHRMS GV O SVC 1.000 4.96% (4,543.63) 0.00 (4,543.63) 0.00 Purchase 02/21/2024 91282CJW2 1,500,000.00 UNITED STATESTREASURY 4.0 01/31/2029 98.625 4.31% (1,479,375.00) (3,461.54) (1,482,836.54) 0.00 Purchase 02/21/2024 60934N807 6,300.00 FEDERATEDHRMS GV O SVC 1.000 4.94% (6,300.00) 0.00 (6,300.00) 0.00 Purchase 02/23/2024 60934N807 808,906.59 FEDERATEDHRMS GV O SVC 1.000 4.95% (808,906.59) 0.00 (808,906.59) 0.00 Purchase 02/26/2024 17275RBR2 780,000.00 CISCO SYSTEMS INC 4.85 02/26/2029 99.965 4.86% (779,727.00) 0.00 (779,727.00) 0.00 Purchase 02/26/2024 60934N807 32,462.76 FEDERATEDHRMS GV O SVC 1.000 4.97% (32,462.76) 0.00 (32,462.76) 0.00 Purchase 02/28/2024 60934N807 21,000.00 FEDERATEDHRMS GV O SVC 1.000 4.97% (21,000.00) 0.00 (21,000.00) 0.00 Purchase 02/29/2024 60934N807 80,937.50 FEDERATEDHRMS GV O SVC 1.000 4.97% (80,937.50) 0.00 (80,937.50) 0.00 Total Purchase 3,297,125.95 (3,276,227.95) (3,461.54) (3,279,689.49) 0.00 TOTALACQUISITIONS 3,297,125.95 (3,276,227.95) (3,461.54) (3,279,689.49) 0.00

DISPOSITIONS
Sale 02/07/2024 60934N807 (7,003.44) FEDERATEDHRMS GV O SVC 1.000 4.99% 7,003.44 0.00 7,003.44 0.00 Sale 02/21/2024 60934N807 (471,779.29) FEDERATEDHRMS GV O SVC 1.000 4.94% 471,779.29 0.00 471,779.29 0.00 Sale 02/21/2024 91282CFN6 (1,000,000.00) UNITED STATESTREASURY 4.25 09/30/2024 99.434 5.22% 994,335.94 (16,721.31) 1,011,057.25 (21.40) Sale 02/23/2024 91282CFN6 (800,000.00) UNITED STATESTREASURY 4.25 09/30/2024 99.418 5.22% 795,343.75 (13,562.84) 808,906.59 (182.79) Sale 02/26/2024 60934N807 (766,935.96) FEDERATEDHRMS GV O SVC 1.000 4.97% 766,935.96 0.00 766,935.96 0.00 Total Sale (3,045,718.69) 3,035,398.38 (30,284.15) 3,065,682.53 (204.19) TOTALDISPOSITIONS (3,045,718.69) 3,035,398.38 (30,284.15) 3,065,682.53 (204.19) OTHER

TRANSACTIONS
45 Item: 7
71 TRANSACTION LEDGER
LakeForestOperating Reserve| Account#11083 | As of February 29, 2024 TransactionType Settlement
Date CUSIP Quantity Security Description Price Acq/Disp Yield Amount Interest Pur/
Sold Total Amount Gain/Loss
Cash Transfer 02/07/2024 CCYUSD (7,003.44) Cash 0.00% (7,003.44) 0.00 (7,003.44) 0.00 Total Cash Transfer (7,003.44) (7,003.44) 0.00 (7,003.44) 0.00 Coupon 02/01/2024 3137BVZ82 0.00 FHMS K-063 A2 3.43
01/25/2027 4.42% 7,145.83 0.00 7,145.83 0.00
Coupon 02/01/2024 3137FBU79 0.00 FHMS K-069 A2 3.187
09/25/2027 4.60% 6,227.93 0.00 6,227.93 0.00
Coupon 02/01/2024 3137FCLD4 0.00 FHMS K-071 A2 3.286
11/25/2027 4.39% 3,559.83 0.00 3,559.83 0.00
Coupon 02/01/2024 3137FETN0 0.00 FHMS K-073 A2 3.35
01/25/2028 4.26% 6,979.17 0.00 6,979.17 0.00
Coupon 02/01/2024 3137F4D41 0.00 FHMS K-074 A2 3.6 01/25/2028 4.71% 7,500.00 0.00 7,500.00 0.00 Coupon 02/01/2024 3137FGR31 0.00 FHMS K-078 A2 3.854
06/25/2028 4.34% 8,029.17 0.00 8,029.17 0.00
Coupon 02/15/2024 47800AAC4 0.00 JDOT 2022-B A3 3.74
02/16/2027 5.52% 3,662.08 0.00 3,662.08 0.00
Coupon 02/15/2024 89239HAD0 0.00 TAOT2022-D A3 5.3
09/15/2027 5.06% 6,536.67 0.00 6,536.67 0.00
Coupon 02/15/2024 477920AC6 0.00 JDOT 2023-B A3 5.18
03/15/2028 5.24% 2,093.58 0.00 2,093.58 0.00
Coupon 02/15/2024 161571HT4 0.00 CHAIT 2023-1 A 5.16
09/15/2028 5.23% 2,924.00 0.00 2,924.00 0.00
Coupon 02/15/2024 02582JJT8 0.00 AMXCA 2022-2 A 3.39
05/15/2025 5.50% 2,627.25 0.00 2,627.25 0.00
Coupon 02/15/2024 05522RDE5 0.00 BACCT 2022-1 A 3.53
06/16/2025 5.00% 4,412.50 0.00 4,412.50 0.00
Coupon 02/15/2024 161571HS6 0.00 CHAIT 2022-1 A 3.97
09/15/2027 5.00% 4,962.50 0.00 4,962.50 0.00
Coupon 02/15/2024 91324PEP3 0.00 UNITEDHEALTHGROUP INC

5.25 02/15/2028 5.02% 26,250.00 0.00 26,250.00 0.00
Coupon 02/15/2024 02582JJZ4 0.00 AMXCA 2023-1 A 4.87
05/15/2028 4.92% 2,313.25 0.00 2,313.25 0.00
Coupon 02/16/2024 362583AD8 0.00 GMCAR 2023-2 A3 4.47
02/16/2028 5.20% 3,725.00 0.00 3,725.00 0.00
46 Item: 7
72 TRANSACTION LEDGER
LakeForestOperating Reserve| Account#11083 | As of February 29, 2024 TransactionType Settlement
Date CUSIP Quantity Security Description Price Acq/Disp Yield Amount Interest Pur/
Sold Total Amount Gain/Loss
Coupon 02/16/2024 36267KAD9 0.00 GMCAR 2023-3 A3 5.45
06/16/2028 5.51% 1,430.63 0.00 1,430.63 0.00
Coupon 02/20/2024 92348KBL6 0.00 VZMT 2023-2 A 4.89
04/13/2028 5.73% 4,543.63 0.00 4,543.63 0.00
Coupon 02/21/2024 43815JAC7 0.00 HAROT 2023-1 A3 5.04
04/21/2027 5.22% 6,300.00 0.00 6,300.00 0.00
Coupon 02/25/2024 05592XAD2 0.00 BMWOT 2023-A A3 5.47
02/25/2028 5.33% 5,811.87 0.00 5,811.87 0.00
Coupon 02/28/2024 74153WCR8 0.00 PRICOA GLOBAL FUNDING I 4.2 08/28/2025 5.36% 21,000.00 0.00 21,000.00 0.00
Coupon 02/29/2024 91282CGN5 0.00 UNITED STATESTREASURY

4.625 02/28/2025 4.93% 80,937.50 0.00 80,937.50 0.00
Total Coupon 0.00 218,972.39 0.00 218,972.39 0.00
Dividend 02/29/2024 60934N807 0.00 FEDERATEDHRMS GV O SVC 4.96% 28.20 0.00 28.20 0.00 Total Dividend 0.00 28.20 0.00 28.20 0.00

TOTALOTHER
TRANSACTIONS (7,003.44) 211,997.15 0.00 211,997.15 0.00 47 Item: 7
73 TRANSACTION LEDGER
Lake Forest OperatingReserve| Account#11083| As of March31,2024 TransactionType Settlement
Date CUSIP Quantity Security Description Price Acq/Disp Yield Amount Interest Pur/
Sold Total Amount Gain/Loss

ACQUISITIONS
Purchase 03/04/2024 60934N807 1,651.26 FEDERATEDHRMS GV O SVC 1.000 4.97% (1,651.26) 0.00 (1,651.26) 0.00 Purchase 03/13/2024 60934N807 22,250.00 FEDERATEDHRMS GV O SVC 1.000 4.95% (22,250.00) 0.00 (22,250.00) 0.00 Purchase 03/15/2024 60934N807 25,125.00 FEDERATEDHRMS GV O SVC 1.000 4.96% (25,125.00) 0.00 (25,125.00) 0.00 Purchase 03/15/2024 60934N807 4,406.83 FEDERATEDHRMS GV O SVC 1.000 4.96% (4,406.83) 0.00 (4,406.83) 0.00 Purchase 03/18/2024 60934N807 5,155.63 FEDERATEDHRMS GV O SVC 1.000 4.97% (5,155.63) 0.00 (5,155.63) 0.00 Purchase 03/19/2024 60934N807 1,217,171.62 FEDERATEDHRMS GV O SVC 1.000 4.97% (1,217,171.62) 0.00 (1,217,171.62) 0.00 Purchase 03/20/2024 14913UAJ9 1,000,000.00

CATERPILLAR FINANCIAL
SERVICES CORP 4.85
02/27/2029
100.049 4.84% (1,000,490.00) (3,098.61) (1,003,588.61) 0.00 Purchase 03/20/2024 60934N807 35,810.58 FEDERATEDHRMS GV O SVC 1.000 4.97% (35,810.58) 0.00 (35,810.58) 0.00 Purchase 03/21/2024 3137FLMV3 1,500,000.00 FHMS K-090 A2 3.422 02/25/2029 94.406 4.70% (1,416,093.75) (2,851.67) (1,418,945.42) 0.00 Purchase 03/21/2024 60934N807 6,300.00 FEDERATEDHRMS GV O SVC 1.000 4.97% (6,300.00) 0.00 (6,300.00) 0.00 Purchase 03/25/2024 60934N807 32,462.76 FEDERATEDHRMS GV O SVC 1.000 4.97% (32,462.76) 0.00 (32,462.76) 0.00 Purchase 03/25/2024 60934N807 12,791.04 FEDERATEDHRMS GV O SVC 1.000 4.97% (12,791.04) 0.00 (12,791.04) 0.00 Total Purchase 3,863,124.72 (3,779,708.47) (5,950.28) (3,785,658.75) 0.00 TOTALACQUISITIONS 3,863,124.72 (3,779,708.47) (5,950.28) (3,785,658.75) 0.00

DISPOSITIONS
Sale 03/14/2024 60934N807 (6,998.91) FEDERATEDHRMS GV O SVC 1.000 4.96% 6,998.91 0.00 6,998.91 0.00 Sale 03/19/2024 91282CFN6 (1,200,000.00) UNITED STATESTREASURY 4.25 09/30/2024 99.445 5.22% 1,193,343.75 (23,827.87) 1,217,171.62 (708.58) Sale 03/20/2024 06368LGU4 (1,000,000.00) BANK OF MONTREAL 5.2 12/12/2024 99.795 5.62% 997,950.00 (14,155.56) 1,012,105.56 882.54 Sale 03/21/2024 60934N807 (1,418,945.42) FEDERATEDHRMS GV O SVC 1.000 4.97% 1,418,945.42 0.00 1,418,945.42 0.00 Total Sale (3,625,944.33) 3,617,238.08 (37,983.43) 3,655,221.51 173.96 TOTALDISPOSITIONS (3,625,944.33) 3,617,238.08 (37,983.43) 3,655,221.51 173.96 OTHER

TRANSACTIONS
Cash Transfer 03/14/2024 CCYUSD (6,998.91) Cash 0.00% (6,998.91) 0.00 (6,998.91) 0.00 48 Item: 7
74 TRANSACTION LEDGER
Lake Forest OperatingReserve| Account#11083| As of March31,2024 TransactionType Settlement
Date CUSIP Quantity Security Description Price Acq/Disp Yield Amount Interest Pur/
Sold Total Amount Gain/Loss
Total Cash Transfer (6,998.91) (6,998.91) 0.00 (6,998.91) 0.00 Coupon 03/01/2024 3137BVZ82 0.00 FHMS K-063 A2 3.43
01/25/2027 4.42% 7,145.83 0.00 7,145.83 0.00
Coupon 03/01/2024 3137FBU79 0.00 FHMS K-069 A2 3.187
09/25/2027 4.59% 6,227.93 0.00 6,227.93 0.00
Coupon 03/01/2024 3137FCLD4 0.00 FHMS K-071 A2 3.286
11/25/2027 4.39% 3,559.83 0.00 3,559.83 0.00
Coupon 03/01/2024 3137FETN0 0.00 FHMS K-073 A2 3.35
01/25/2028 4.25% 6,979.17 0.00 6,979.17 0.00
Coupon 03/01/2024 3137F4D41 0.00 FHMS K-074 A2 3.6 01/25/2028 4.71% 7,500.00 0.00 7,500.00 0.00 Coupon 03/01/2024 3137FGR31 0.00 FHMS K-078 A2 3.854
06/25/2028 4.34% 8,029.17 0.00 8,029.17 0.00
Coupon 03/13/2024 63743HFH0 0.00

NATIONALRURAL UTILITIES

COOPERATIVEFINANCE CORP

4.45 03/13/2026

4.73% 22,250.00 0.00 22,250.00 0.00
Coupon 03/15/2024 05522RDE5 0.00 BACCT 2022-1 A 3.53
06/16/2025 5.00% 4,412.50 0.00 4,412.50 0.00
Coupon 03/15/2024 47800AAC4 0.00 JDOT 2022-B A3 3.74
02/16/2027 5.59% 3,662.08 0.00 3,662.08 0.00
Coupon 03/15/2024 89239HAD0 0.00 TAOT2022-D A3 5.3
09/15/2027 5.05% 6,536.67 0.00 6,536.67 0.00
Coupon 03/15/2024 02582JJZ4 0.00 AMXCA 2023-1 A 4.87
05/15/2028 4.92% 2,313.25 0.00 2,313.25 0.00
Coupon 03/15/2024 477920AC6 0.00 JDOT 2023-B A3 5.18
03/15/2028 5.24% 2,093.58 0.00 2,093.58 0.00
Coupon 03/15/2024 161571HT4 0.00 CHAIT 2023-1 A 5.16
09/15/2028 5.23% 2,924.00 0.00 2,924.00 0.00
Coupon 03/15/2024 02582JJT8 0.00 AMXCA 2022-2 A 05/17/2027 5.54% 2,627.25 0.00 2,627.25 0.00 Coupon 03/15/2024 161571HS6 0.00 CHAIT 2022-1 A 3.97
09/15/2027 5.03% 4,962.50 0.00 4,962.50 0.00
Coupon 03/16/2024 362583AD8 0.00 GMCAR 2023-2 A3 4.47
02/16/2028 5.21% 3,725.00 0.00 3,725.00 0.00
Coupon 03/16/2024 36267KAD9 0.00 GMCAR 2023-3 A3 5.45
06/16/2028 5.51% 1,430.63 0.00 1,430.63 0.00
49 Item: 7
75 TRANSACTION LEDGER
Lake Forest OperatingReserve| Account#11083| As of March31,2024 TransactionType Settlement
Date CUSIP Quantity Security Description Price Acq/Disp Yield Amount Interest Pur/
Sold Total Amount Gain/Loss
Coupon 03/20/2024 89236TKJ3 0.00 TOYOTAMOTOR CREDIT CORP

4.55 09/20/2027 4.63% 22,750.00 0.00 22,750.00 0.00
Coupon 03/20/2024 92348KBL6 0.00 VZMT 2023-2 A 4.89
04/13/2028 5.78% 4,543.63 0.00 4,543.63 0.00
Coupon 03/21/2024 43815JAC7 0.00 HAROT 2023-1 A3 5.04
04/21/2027 5.23% 6,300.00 0.00 6,300.00 0.00
Coupon 03/25/2024 05592XAD2 0.00 BMWOT 2023-A A3 5.47
02/25/2028 5.33% 5,811.87 0.00 5,811.87 0.00
Total Coupon 0.00 135,784.89 0.00 135,784.89 0.00
Dividend 03/31/2024 60934N807 0.00 FEDERATEDHRMS GV O SVC 2.73% 1,137.71 0.00 1,137.71 0.00 Total Dividend 0.00 1,137.71 0.00 1,137.71 0.00

TOTALOTHER
TRANSACTIONS (6,998.91) 129,923.69 0.00 129,923.69 0.00 50 Item: 7
76 TRANSACTION LEDGER
Lake ForestReporting| Account #11084| As of February 29,2024 TransactionType Settlement
Date CUSIP Quantity Security Description Price Acq/Disp Yield Amount Interest Pur/
Sold Total Amount Gain/Loss

ACQUISITIONS
Purchase 02/21/2024 90LAIF$00 750,000.00 State Pool 1.000 4.16% (750,000.00) 0.00 (750,000.00) 0.00 Purchase 02/29/2024 90CAMP$00 201,499.91 CAMP 1.000 0.00% (201,499.91) 0.00 (201,499.91) 0.00 Total Purchase 951,499.91 (951,499.91) 0.00 (951,499.91) 0.00 TOTALACQUISITIONS 951,499.91 (951,499.91) 0.00 (951,499.91) 0.00

DISPOSITIONS
Sale 02/06/2024 90LAIF$00 (2,500,000.00) State Pool 1.000 4.08% 2,500,000.00 0.00 2,500,000.00 0.00 Sale 02/21/2024 90LAIF$00 (1,000,000.00) State Pool 1.000 4.16% 1,000,000.00 0.00 1,000,000.00 0.00 Sale 02/29/2024 900CIP$01 (3,373.25) Orange County Investment Pool 1.000 0.00% 3,373.25 0.00 3,373.25 0.00
Total Sale (3,503,373.25) 3,503,373.25 0.00 3,503,373.25 0.00 TOTALDISPOSITIONS (3,503,373.25) 3,503,373.25 0.00 3,503,373.25 0.00 OTHER

TRANSACTIONS
Cash Transfer 02/06/2024 CCYUSD (2,500,000.00) Cash 0.00% (2,500,000.00) 0.00 (2,500,000.00) 0.00 Cash Transfer 02/21/2024 CCYUSD (250,000.00) Cash 0.00% (250,000.00) 0.00 (250,000.00) 0.00 Cash Transfer 02/29/2024 CCYUSD (3,373.25) Cash 0.00% (3,373.25) 0.00 (3,373.25) 0.00 Total Cash Transfer (2,753,373.25) (2,753,373.25) 0.00 (2,753,373.25) 0.00 Dividend 02/29/2024 90CAMP$00 0.00 CAMP 0.00% 201,499.91 0.00 201,499.91 0.00 Total Dividend 0.00 201,499.91 0.00 201,499.91 0.00

TOTALOTHER
TRANSACTIONS (2,753,373.25) (2,551,873.34) 0.00 (2,551,873.34) 0.00 51 Item: 7
77 TRANSACTION LEDGER
LakeForestReporting| Account#11084| As of March31,2024
TransactionType Settlement
Date CUSIP Quantity Security Description Price Acq/Disp Yield Amount Interest Pur/
Sold Total Amount Gain/Loss

ACQUISITIONS
Purchase 03/27/2024 90LAIF$00 2,000,000.00 State Pool 1.000 4.27% (2,000,000.00) 0.00 (2,000,000.00) 0.00 Purchase 03/28/2024 90CAMP$00 215,428.11 CAMP 1.000 0.00% (215,428.11) 0.00 (215,428.11) 0.00 Total Purchase 2,215,428.11 (2,215,428.11) 0.00 (2,215,428.11) 0.00 TOTALACQUISITIONS 2,215,428.11 (2,215,428.11) 0.00 (2,215,428.11) 0.00

DISPOSITIONS
Sale 03/06/2024 90LAIF$00 (500,000.00) State Pool 1.000 4.20% 500,000.00 0.00 500,000.00 0.00 Sale 03/31/2024 900CIP$01 (469.84) Orange County Investment Pool 1.000 0.00% 469.84 0.00 469.84 0.00
Total Sale (500,469.84) 500,469.84 0.00 500,469.84 0.00 TOTALDISPOSITIONS (500,469.84) 500,469.84 0.00 500,469.84 0.00 OTHER

TRANSACTIONS
Cash Transfer 03/06/2024 CCYUSD (500,000.00) Cash 0.00% (500,000.00) 0.00 (500,000.00) 0.00 Cash Transfer 03/27/2024 CCYUSD 2,000,000.00 Cash 0.00% 2,000,000.00 0.00 2,000,000.00 0.00 Cash Transfer 03/31/2024 CCYUSD (469.84) Cash 0.00% (469.84) 0.00 (469.84) 0.00 Total Cash Transfer 1,499,530.16 1,499,530.16 0.00 1,499,530.16 0.00 Dividend 03/28/2024 90CAMP$00 0.00 CAMP 0.00% 215,428.11 0.00 215,428.11 0.00 Total Dividend 0.00 215,428.11 0.00 215,428.11 0.00

TOTALOTHER
TRANSACTIONS 1,499,530.16 1,714,958.27 0.00 1,714,958.27 0.00 52 Item: 7
78 Benchmark Disclosures
ICE BofA 1-5 Yr US Treasury & Agency Index
The ICE BofA 1-5 Year US Treasury & Agency Index tracks the performance of US dollar denominated US Treasury and nonsubordinated US agency debt issued in the US domestic market. Qualifying securities must have an investment grade rating (based on an average of Moody’s, S&P and Fitch). Qualifying securities must have at least one year remaining term to final maturity and less than five years remaining term to final maturity, at least 18 months to maturity at time of issuance, a fixed coupon schedule, and a minimum amount outstanding of $1 billion for sovereigns and $250 million for agencies.

As of March 31, 2024
53 Item: 7
79 CITY COUNCIL AGENDA REPORT
MEETING DATE: 5/7/2024
DEPARTMENT: Public Works
SUBJECT:

PROCLAMATION DESIGNATING MAY 19-25, 2024, AS "NATIONAL PUBLIC WORKS WEEK"
RECOMMENDED ACTION(S):

Approve a Proclamation designating May 19-25, 2024, as National Public Works Week in the City of Lake Forest.

EXECUTIVE SUMMARY:

This year the American Public Works Association (“APWA”) will sponsor National Public Works Week by celebrating the week of May 19 thru May 25. Each year the number of participating municipalities continues to grow, exposing the public to the importance of Public Works. APWA educates public works professionals and the public alike on the importance and value public works brings to our daily lives: planning, building, operating, and managing our infrastructure, mobility, and security in our everyday living. Public works professionals contribute to making our communities safe and a great place to live and work. Staff recommends the City Council approve a proclamation designating May 19-25, 2024, as “National Public Works Week” in the City of Lake Forest.

FISCAL IMPACT:

There is no fiscal impact associated with the recommended action.

ATTACHMENTS:

Proclamation – "National Public Works Week" May 19-25, 2024 Initiated By: Carole Langford, Administrative Specialist Submitted By: Thomas Wheeler, P.E., Director of Public Works/City Engineer Approved By: Debra Rose, City Manager
Item: 8
80 Attachment
Item: 8
81 PROCLAMATION

THE LAKE FOREST CITY COUNCIL

HEREBY PROCLAIMS
May 19 through May 25, 2024
AS
“NATIONAL PUBLIC WORKS
WEEK”
May 7, 2024
_______________________________

MARK TETTEMER
MAYOR
___________________________

SCOTT VOIGTS

MAYOR PRO TEM
____________________________
ROBERT PEQUEŇO

COUNCIL MEMBER
___________________________

DOUG CIRBO

COUNCIL MEMBER
____________________________

BENJAMIN YU

COUNCIL MEMBER
Item: 8
82 CITY COUNCIL AGENDA REPORT
MEETING DATE: 5/7/2024
DEPARTMENT: Information Technology
SUBJECT:

GEOGRAPHIC INFORMATION SYSTEM LICENSE AGREEMENT
RECOMMENDED ACTION(S):

1. Approve the Small Enterprise License Agreement and the Master Services Agreement with Environmental Systems Research Institute, Inc. for ArcGIS software licenses and maintenance.

2. Authorize the Mayor to sign and execute the attached Small Enterprise License Agreement.

EXECUTIVE SUMMARY:

ArcGIS software, published by Environment Systems Research Institute, Inc. (“Esri”), is a desktop application and web platform providing multiple benefits to the City. ArcGIS includes: Geographic Information System (“GIS”) desktop and server software, support, and training; ArcGIS Online map hosting, data collection, and development platform; and integration with City business applications such as the Tyler EPL permitting system. The City has licensed ArcGIS software continuously since 2005 and has a significant investment in ArcGIS data and applications. The current license agreement will expire on May 14, 2024. Other available software does not meet the City's functional requirements, and Esri is a direct seller of their software. Therefore, consistent with the City's Purchasing and Contracting Guidelines, ArcGIS represents a software application that is eligible as a sole source procurement.

Approval of the proposed Small Enterprise License Agreement for County and Municipality Government (“Agreement”) and an associated Master Services Agreement will provide the City with continued growth and utility of the City's GIS in a cost-effective manner. Staff recommends approving the Agreement with Esri for ArcGIS software, for a term of three years, in the amount of $171,000. The City Attorney reviewed the Enterprise License Agreement and the associated Master Services Agreement and approved the Agreement as to form.

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6 BACKGROUND:

The City has utilized ArcGIS since 2005. From 2005 to 2009, the City would procure per-user ArcGIS licenses. In 2009, Esri initiated the Enterprise License Agreement ("ELA") model, designed for small government agencies, which included licensing of all available ArcGIS modules, an unlimited number of users, online map hosting, discounted online training, and other features for an unlimited number of users for a term of three years. The ELA software license model provided a more cost-effective method of licensing, enabled access to new features, and supported integration with Tyler EPL, the City’s permitting system. Table 1 shows the previous ELA software agreements with Esri approved by the City Council.

Table 1: Previous ELA Agreement Dates and Amounts
Date Amount
April 7, 2009 $150,000
April 3, 2012 $150,000
April 21, 2015 $150,000
April 17, 2018 $150,000
May 18, 2021 $165,000
The current software Agreement expires on May 14, 2024.

DISCUSSION:

The proposed new Small ELA Agreement (“Agreement”) includes full licensing of all modules in the ArcGIS software "suite," including powerful mapping and data analysis tools. The Community Development and Public Works departments have utilized ArcGIS for maps and analysis to support staff reports, other City documents, and publications since 2005. The Agreement includes the ArcGIS “Server” which is the component that integrates with the City’s permit system EnerGov, supporting address and property owner lookup functions within that application, adding substantial capabilities and built-in efficiencies. The Agreement includes Esri’s map hosting service “ArcGIS Online” which the City has used to self-publish a large number of online maps for the use of City constituents and publish our own data collection applications. Finally, the Agreement supports an unlimited number of software users, and includes free online training. The following list summarizes the major benefits to the City of using ArcGIS through the Esri Agreement, and illustrates how integral ArcGIS is to City operations:

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6 •Quickly answer business and resident questions (e.g., is my property in a flood risk area? What zoning area is my property in? Is my property in a Homeowners Association?).
•Verify City addresses and property owners in EnerGov.
•Respond to public record requests.
•Provide supporting visual and data analysis for staff reports. •Support Emergency Operation Center activities and communication. •Support Police Service operations (address and road maps, jurisdiction maps).
•Public Works maintenance of City-owned landscape areas. •Sidewalk repair operations and data collection.
•Improve public awareness (e.g., district maps).
•Compile reports for stormwater data compliance for the Water Quality Division.
•General Plan update source data.

Other available GIS software does not meet the City's functional requirements, and Esri is a direct seller of its ELA package. Therefore, consistent with the City's Purchasing and Contracting Guidelines, ArcGIS represents a software application eligible as a sole source procurement.

The Agreement includes a GIS software license ELA package optimized for small governments (Attachment 1) and the accompanying revised Master Services Agreement (Attachment 2). Pricing is determined by population, with Lake Forest falling within the 50,000 - 100,000 residents standard price range. Approval of the Agreement will provide continued utility of the City's GIS system in a cost- effective manner. The City Attorney reviewed the Enterprise License Agreement and the associated Master Services Agreement and approved the Agreement as to form.

FISCAL IMPACT:

The amount of the proposed Agreement is $171,000, payable in equal annual increments at the start of each license period. The Information Technology Division has sufficient funds in the 2023-2025 Operating Budget for this purpose.

ATTACHMENTS:

1. Small Enterprise License Agreement with Esri, Inc.

2. Master Services Agreement with Esri, Inc.

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6 Initiated By: Simon Shin, GIS/Applications Analyst
Submitted By: Keith Neves, Assistant City Manager
Approved By: Debra Rose, City Manager
Item: 9
86 ATTACHMENT 1
Item: 9
87 Esri Use Only:

Cust. Name
Cust. #
PO #
Esri Agreement #

SMALL ENTERPRISE AGREEMENT

COUNTY AND MUNICIPALITY GOVERNMENT
(E214-3)

This Agreement is by and between the organization identified in the Quotation ("Customer") and Environmental Systems Research Institute, Inc. ("Esri").

This Agreement sets forth the terms for Customer's use of Products and incorporates by reference (i) the Quotation and (ii) the Master Agreement. Should there be any conflict between the terms and conditions of the documents that comprise this Agreement, the order of precedence for the documents shall be as follows: (i) the Quotation, (ii) this Agreement, and (iii) the Master Agreement. This Agreement shall be governed by and construed in accordance with the laws of the state in which Customer is located without reference to conflict of laws principles, and the United States of America federal law shall govern in matters of intellectual property. The modifications and additional rights granted in this Agreement apply only to the Products listed in Table A.

Table A
List of Products

Uncapped Quantities
Desktop Software and Extensions (Single Use)
ArcGIS Desktop Advanced
ArcGIS Desktop Standard
ArcGIS Desktop Basic
ArcGIS Desktop Extensions: ArcGIS 3D Analyst,
ArcGIS Spatial Analyst, ArcGIS Geostatistical Analyst,
ArcGIS Publisher, ArcGIS Network Analyst, ArcGIS
Schematics, ArcGIS Workflow Manager, ArcGIS Data
Reviewer

Enterprise Software and Extensions
ArcGIS Enterprise (Advanced and Standard)
ArcGIS Monitor
ArcGIS Enterprise Extensions: ArcGIS 3D Analyst,
ArcGIS Spatial Analyst, ArcGIS Geostatistical Analyst,
ArcGIS Network Analyst, ArcGIS Schematics, ArcGIS
Workflow Manager, ArcGIS Data Reviewer

Enterprise Additional Capability Servers
ArcGIS Image Server

Developer Tools
ArcGIS Runtime Standard
ArcGIS Runtime Analysis Extension

Limited Quantities
One (1) Professional subscription to ArcGIS Developer
Two (2) ArcGIS CityEngine Single Use Licenses
250 ArcGIS Online Viewers
250 ArcGIS Online Creators
37,500 ArcGIS Online Service Credits
250 ArcGIS Enterprise Creators
5 ArcGIS Insights in ArcGIS Enterprise
5 ArcGIS Insights in ArcGIS Online
50 ArcGIS Location Sharing User Type Extension (Enterprise) 50 ArcGIS Location Sharing User Type Extension (Online) 12 ArcGIS Advanced Editing User Type Extension (Enterprise)

OTHER BENEFITS

Number of Esri User Conference registrations provided annually 4 Number of Tier 1 Help Desk individuals authorized to call Esri 4 Maximum number of sets of backup media, if requested* 2 Five percent (5%) discount on all individual commercially available instructor-led training classes at Esri facilities purchased outside this Agreement
*Additional sets of backup media may be purchased for a fee

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Customer may accept this Agreement by signing and returning the whole Agreement with (i) the Quotation attached, (ii) a purchase order, or (iii) another document that matches the Quotation and references this Agreement ("Ordering Document"). ADDITIONAL OR CONFLICTING TERMS IN CUSTOMER'S PURCHASE

ORDER OR OTHER DOCUMENT WILL NOT APPLY, AND THE TERMS OF THIS AGREEMENT WILL GOVERN. This Agreement is effective as of the date of Esri's receipt of an Ordering Document, unless otherwise agreed to by the parties ("Effective Date").

Term of Agreement: Three (3) years
This Agreement supersedes any previous agreements, proposals, presentations, understandings, and arrangements between the parties relating to the licensing of the Products. Except as provided in Article 4— Product Updates, no modifications can be made to this Agreement.

Accepted and Agreed:
(Customer)
By:

Authorized Signature
Printed Name:

Title:

Date:

CUSTOMER CONTACT INFORMATION
Contact: Telephone:

Address: Fax:

City, State, Postal Code: E-mail:

Country:

Quotation Number (if applicable):

City of Lake Forest ENVIRONMENTAL SYSTEMS RESEARCH
INSTITUTE, INC. (Esri)
By: _____________________________________
Authorized Signature
Printed Name:_____________________________
Title:_____________________________________
Date:_____________________________________
DocuSign Envelope ID: 2987C461-CD4C-4A39-8188-939DDFBAC87C Approve as to Form:

Best Best & Krieger LLP, City Attorney
Lake Forest, CA 92630 [email protected]
949-461-3475
U.S.A.
100 Civic Center Drive
Douglas McBratney
5/2/2024
Timothy Brazeal
Manager, Commercial and Government Contracts
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1.0—ADDITIONAL DEFINITIONS

In addition to the definitions provided in the Master
Agreement, the following definitions apply to this
Agreement:

"Case" means a failure of the Software or Online
Services to operate according to the Documentation
where such failure substantially impacts operational
or functional performance.

"Deploy", "Deployed" and "Deployment" mean to
redistribute and install the Products and related
Authorization Codes within Customer's
organization(s).

"Fee" means the fee set forth in the Quotation.

"Maintenance" means Tier 2 Support, Product
updates, and Product patches provided to Customer
during the Term of Agreement.

"Master Agreement" means the applicable master
agreement for Esri Products incorporated by this
reference that is (i) found at https://www.esri.com/en- us/legal/terms/full-master-agreement and available in
the installation process requiring acceptance by
electronic acknowledgment or (ii) a signed Esri
master agreement or license agreement that
supersedes such electronically acknowledged
master agreement.

"Product(s)" means the products identified in
Table A—List of Products and any updates to the list
Esri provides in writing.

"Quotation" means the offer letter and quotation
provided separately to Customer.

"Technical Support" means the technical
assistance for attempting resolution of a reported
Case through error correction, patches, hot fixes,
workarounds, replacement deliveries, or any other
type of Product corrections or modifications.

"Tier 1 Help Desk" means Customer's point of
contact(s) to provide all Tier 1 Support within
Customer's organization(s).

"Tier 1 Support" means the Technical Support
provided by the Tier 1 Help Desk.

"Tier 2 Support" means the Esri Technical Support
provided to the Tier 1 Help Desk when a Case
cannot be resolved through Tier 1 Support.

2.0—ADDITIONAL GRANT OF LICENSE

2.1 Grant of License. Subject to the terms and
conditions of this Agreement, Esri grants to
Customer a personal, nonexclusive,
nontransferable license solely to use, copy, and
Deploy quantities of the Products listed in
Table A—List of Products for the Term of
Agreement (i) for the applicable Fee and (ii) in
accordance with the Master Agreement.

2.2 Consultant Access. Esri grants Customer the
right to permit Customer's consultants or
contractors to use the Products exclusively for
Customer's benefit. Customer will be solely
responsible for compliance by consultants and
contractors with this Agreement and will ensure
that the consultant or contractor discontinues
use of Products upon completion of work for
Customer. Access to or use of Products by
consultants or contractors not exclusively for
Customer's benefit is prohibited. Customer may
not permit its consultants or contractors to install
Software or Data on consultant, contractor, or
third-party computers or remove Software or
Data from Customer locations, except for the
purpose of hosting the Software or Data on
Contractor servers for the benefit of Customer.

3.0—TERM, TERMINATION, AND EXPIRATION

3.1 Term. This Agreement and all licenses
hereunder will commence on the Effective Date
and continue for the duration identified in the
Term of Agreement, unless this Agreement is
terminated earlier as provided herein. Customer
is only authorized to use Products during the
Term of Agreement. For an Agreement with a
limited term, Esri does not grant Customer an
indefinite or a perpetual license to Products.

3.2 No Use upon Agreement Expiration or
Termination. All Product licenses, all
Maintenance, and Esri User Conference
registrations terminate upon expiration or
termination of this Agreement.

3.3 Termination for a Material Breach. Either party
may terminate this Agreement for a material
breach by the other party. The breaching party
will have thirty (30) days from the date of written
notice to cure any material breach.

3.4 Termination for Lack of Funds. For an
Agreement with government or government-
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owned entities, either party may terminate this
Agreement before any subsequent year if
Customer is unable to secure funding through
the legislative or governing body's approval
process.

3.5 Follow-on Term. If the parties enter into
another agreement substantially similar to this
Agreement for an additional term, the effective
date of the follow-on agreement will be the day
after the expiration date of this Agreement.

4.0—PRODUCT UPDATES

4.1 Future Updates. Esri reserves the right to
update the list of Products in Table A—List of
Products by providing written notice to
Customer. Customer may continue to use all
Products that have been Deployed, but support
and upgrades for deleted items may not be
available. As new Products are incorporated into
the standard program, they will be offered to
Customer via written notice for incorporation into
the Products schedule at no additional charge.

Customer's use of new or updated Products
requires Customer to adhere to applicable
additional or revised terms and conditions in the
Master Agreement.

4.2 Product Life Cycle. During the Term of
Agreement, some Products may be retired or
may no longer be available to Deploy in the
identified quantities. Maintenance will be subject
to the individual Product Life Cycle Support
Status and Product Life Cycle Support Policy,
which can be found at
https://support.esri.com/en/other-
resources/product-life-cycle. Updates for
Products in the mature and retired phases may
not be available. Customer may continue to use
Products already Deployed, but Customer will
not be able to Deploy retired Products.

5.0—MAINTENANCE

The Fee includes standard maintenance benefits
during the Term of Agreement as specified in the
most current applicable Esri Maintenance and
Support Program document (found at
https://www.esri.com/en-
us/legal/terms/maintenance). At Esri's sole
discretion, Esri may make patches, hot fixes, or
updates available for download. No Software other
than the defined Products will receive Maintenance.

Customer may acquire maintenance for other
Software outside this Agreement.

a. Tier 1 Support

1. Customer will provide Tier 1 Support
through the Tier 1 Help Desk to all
Customer's authorized users.

2. The Tier 1 Help Desk will be fully trained in
the Products.

3. At a minimum, Tier 1 Support will include
those activities that assist the user in
resolving how-to and operational questions
as well as questions on installation and
troubleshooting procedures.

4. The Tier 1 Help Desk will be the initial point
of contact for all questions and reporting of a
Case. The Tier 1 Help Desk will obtain a full
description of each reported Case and the
system configuration from the user. This
may include obtaining any customizations,
code samples, or data involved in the Case.

5. If the Tier 1 Help Desk cannot resolve the
Case, an authorized Tier 1 Help Desk
individual may contact Tier 2 Support. The
Tier 1 Help Desk will provide support in such
a way as to minimize repeat calls and make
solutions to problems available to
Customer’s organization.

6. Tier 1 Help Desk individuals are the only
individuals authorized to contact Tier 2
Support. Customer may change the Tier 1
Help Desk individuals by written notice to
Esri.

b. Tier 2 Support

1. Tier 2 Support will log the calls received
from Tier 1 Help Desk.

2. Tier 2 Support will review all information
collected by and received from the Tier 1
Help Desk including preliminary documented
troubleshooting provided by the Tier 1 Help
Desk when Tier 2 Support is required.

3. Tier 2 Support may request that Tier 1 Help
Desk individuals provide verification of
information, additional information, or
answers to additional questions to
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supplement any preliminary information
gathering or troubleshooting performed by
Tier 1 Help Desk.

4. Tier 2 Support will attempt to resolve the
Case submitted by Tier 1 Help Desk.

5. When the Case is resolved, Tier 2 Support
will communicate the information to Tier 1
Help Desk, and Tier 1 Help Desk will
disseminate the resolution to the user(s).

6.0—ENDORSEMENT AND PUBLICITY

This Agreement will not be construed or interpreted
as an exclusive dealings agreement or Customer's
endorsement of Products. Either party may publicize
the existence of this Agreement.

7.0—ADMINISTRATIVE REQUIREMENTS

7.1 OEM Licenses. Under Esri's OEM or Solution
OEM programs, OEM partners are authorized to
embed or bundle portions of Esri products and
services with their application or service. OEM
partners' business model, licensing terms and
conditions, and pricing are independent of this
Agreement. Customer will not seek any discount
from the OEM partner or Esri based on the
availability of Products under this Agreement.

Customer will not decouple Esri products or
services from the OEM partners' application or
service.

7.2 Annual Report of Deployments. At each
anniversary date and ninety (90) calendar days
prior to the expiration of this Agreement,
Customer will provide Esri with a written report
detailing all Deployments. Upon request,
Customer will provide records sufficient to verify
the accuracy of the annual report.

8.0—ORDERING, ADMINISTRATIVE

PROCEDURES, DELIVERY, AND

DEPLOYMENT

8.1 Orders, Delivery, and Deployment

a. Upon the Effective Date, Esri will invoice
Customer and provide Authorization Codes to
activate the nondestructive copy protection
program that enables Customer to download,
operate, or allow access to the Products. If this
is a multi-year Agreement, Esri may invoice the
Fee up to thirty (30) calendar days before the
annual anniversary date for each year.

b. Undisputed invoices will be due and payable
within thirty (30) calendar days from the date of
invoice. Esri reserves the right to suspend
Customer's access to and use of Products if
Customer fails to pay any undisputed amount
owed on or before its due date. Esri may charge
Customer interest at a monthly rate equal to the
lesser of one percent (1.0%) per month or the
maximum rate permitted by applicable law on
any overdue fees plus all expenses of collection
for any overdue balance that remains unpaid
ten (10) days after Esri has notified Customer of
the past-due balance.

c. Esri's federal ID number is 95-2775-732.

d. If requested, Esri will ship backup media to the
ship-to address identified on the Ordering
Document, FOB Destination, with shipping
charges prepaid. Customer acknowledges that
should sales or use taxes become due as a
result of any shipments of tangible media, Esri
has a right to invoice and Customer will pay any
such sales or use tax associated with the receipt
of tangible media.

8.2 Order Requirements. Esri does not require
Customer to issue a purchase order. Customer
may submit a purchase order in accordance with
its own process requirements, provided that if
Customer issues a purchase order, Customer
will submit its initial purchase order on the
Effective Date. If this is a multi-year Agreement,
Customer will submit subsequent purchase
orders to Esri at least thirty (30) calendar days
before the annual anniversary date for each
year.

a. All orders pertaining to this Agreement will be
processed through Customer's centralized point
of contact.

b. The following information will be included in
each Ordering Document:

(1) Customer name; Esri customer number, if
known; and bill-to and ship-to addresses
(2) Order number
(3) Applicable annual payment due

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9.0—MERGERS, ACQUISITIONS, OR

DIVESTITURES

If Customer is a commercial entity, Customer will
notify Esri in writing in the event of (i) a
consolidation, merger, or reorganization of Customer
with or into another corporation or entity;
(ii) Customer's acquisition of another entity; or (iii) a transfer or sale of all or part of Customer's
organization (subsections i, ii, and iii, collectively
referred to as "Ownership Change"). There will be
no decrease in Fee as a result of any Ownership
Change.

9.1 If an Ownership Change increases the
cumulative program count beyond the maximum
level for this Agreement, Esri reserves the right
to increase the Fee or terminate this Agreement
and the parties will negotiate a new agreement.

9.2 If an Ownership Change results in transfer or
sale of a portion of Customer's organization, that
portion of Customer's organization will transfer
the Products to Customer or uninstall, remove,
and destroy all copies of the Products.

9.3 This Agreement may not be assigned to a
successor entity as a result of an Ownership
Change unless approved by Esri in writing in
advance. If the assignment to the new entity is
not approved, Customer will require any
successor entity to uninstall, remove, and
destroy the Products. This Agreement will
terminate upon such Ownership Change.

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93 Quotation # Q-501260

Date: April 2, 2024
Environmental Systems Research Institute, Inc.
380 New York St
Redlands, CA 92373-8100
Phone: (909) 793-2853
DUNS Number: 06-313-4175 CAGE Code: 0AMS3
Customer # 326323 Contract #

City of Lake Forest
Information Technology Div
100 Civic Center Dr
Lake Forest, CA 92630-9202

To expedite your order, please attach a copy of ATTENTION: Simon Shin this quotation to your purchase order. PHONE: 949-461-3446 Quote is valid from: 3/22/2024 To: 6/20/2024 EMAIL: [email protected]

Material Qty Term Unit Price Total
168179 1 Year 1 $56,700.00 $56,700.00
Populations of 50,001 to 100,000 Small Government Enterprise Agreement Annual Subscription 168179 1 Year 2 $56,700.00 $56,700.00
Populations of 50,001 to 100,000 Small Government Enterprise Agreement Annual Subscription 168179 1 Year 3 $56,700.00 $56,700.00
Populations of 50,001 to 100,000 Small Government Enterprise Agreement Annual Subscription 178625 3 $100.00 $300.00
ArcGIS Business Analyst Web App Standard Online Annual Subscription - Year 1: 2024-2025 178625 3 $100.00 $300.00
ArcGIS Business Analyst Web App Standard Online Annual Subscription - Year 2: 2025-2026 178625 3 $100.00 $300.00
ArcGIS Business Analyst Web App Standard Online Annual Subscription - Year 3: 2026-2027

Esri may charge a fee to cover expenses related to any customer requirement to use a proprietary vendor management, procurement, or invoice program.

For questions contact:

Jesse Gonzalez
Email:
[email protected]
Phone:
(909) 793-2853 x1106
The items on this quotation are subject to and governed by the terms of this quotation, the most current product specific scope of use document found at https://assets.esri.com/content/dam/esrisites/media/legal/product-specific-terms-of-use/e300.pdf, and your applicable signed agreement with Esri. If no such agreement covers any item quoted, then Esri’s standard terms and conditions found at https://go.esri.com/MAPS apply to your purchase of that item. If any item is quoted with a multi-year payment schedule, then unless otherwise stated in this quotation, Customer is required to make all payments without right of cancellation. Third-party data sets included in a quotation as separately licensed items will only be provided and invoiced if Esri is able to provide such data and will be subject to the applicable third-party's terms and conditions. If Esri is unable to provide any such data set, Customer will not be responsible for any further payments for the data set. US Federal government entities and US government prime contractors authorized under FAR 51.1 may purchase under the terms of Esri’s GSA Federal Supply Schedule. Supplemental terms and conditions found at https://www.esri.com/en-us/legal/terms/state-supplemental apply to some US state and local government purchases. All terms of this quotation will be incorporated into and become part of any additional agreement regarding Esri’s offerings. Acceptance of this quotation is limited to the terms of this quotation. Esri objects to and expressly rejects any different or additional terms contained in any purchase order, offer, or confirmation sent to or to be sent by buyer. Unless prohibited by law, the quotation information is confidential and may not be copied or released other than for the express purpose of system selection and purchase/license. The information may not be given to outside parties or used for any other purpose without consent from Esri. Delivery is FOB Origin for customers located in the USA.

GONZALEZJ This offer is limited to the terms and conditions incorporated and attached herein.

DocuSign Envelope ID: 2987C461-CD4C-4A39-8188-939DDFBAC87C Item: 9
94 Quotation # Q-501260

Date: April 2, 2024
Environmental Systems Research Institute, Inc.
380 New York St
Redlands, CA 92373-8100
Phone: (909) 793-2853
DUNS Number: 06-313-4175 CAGE Code: 0AMS3
Customer # 326323 Contract #

City of Lake Forest
Information Technology Div
100 Civic Center Dr
Lake Forest, CA 92630-9202

To expedite your order, please attach a copy of ATTENTION: Simon Shin this quotation to your purchase order. PHONE: 949-461-3446 Quote is valid from: 3/22/2024 To: 6/20/2024 EMAIL: [email protected]

Subtotal: $171,000.00
Sales Tax: $0.00
Estimated Shipping and Handling (2 Day Delivery): $0.00 Contract Price Adjust: $0.00
Total: $171,000.00

Esri may charge a fee to cover expenses related to any customer requirement to use a proprietary vendor management, procurement, or invoice program.

For questions contact:

Jesse Gonzalez
Email:
[email protected]
Phone:
(909) 793-2853 x1106
The items on this quotation are subject to and governed by the terms of this quotation, the most current product specific scope of use document found at https://assets.esri.com/content/dam/esrisites/media/legal/product-specific-terms-of-use/e300.pdf, and your applicable signed agreement with Esri. If no such agreement covers any item quoted, then Esri’s standard terms and conditions found at https://go.esri.com/MAPS apply to your purchase of that item. If any item is quoted with a multi-year payment schedule, then unless otherwise stated in this quotation, Customer is required to make all payments without right of cancellation. Third-party data sets included in a quotation as separately licensed items will only be provided and invoiced if Esri is able to provide such data and will be subject to the applicable third-party's terms and conditions. If Esri is unable to provide any such data set, Customer will not be responsible for any further payments for the data set. US Federal government entities and US government prime contractors authorized under FAR 51.1 may purchase under the terms of Esri’s GSA Federal Supply Schedule. Supplemental terms and conditions found at https://www.esri.com/en-us/legal/terms/state-supplemental apply to some US state and local government purchases. All terms of this quotation will be incorporated into and become part of any additional agreement regarding Esri’s offerings. Acceptance of this quotation is limited to the terms of this quotation. Esri objects to and expressly rejects any different or additional terms contained in any purchase order, offer, or confirmation sent to or to be sent by buyer. Unless prohibited by law, the quotation information is confidential and may not be copied or released other than for the express purpose of system selection and purchase/license. The information may not be given to outside parties or used for any other purpose without consent from Esri. Delivery is FOB Origin for customers located in the USA.

GONZALEZJ This offer is limited to the terms and conditions incorporated and attached herein.

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CITY COUNCIL AGENDA REPORT
MEETING DATE: 5/7/2024
DEPARTMENT: Public Works
SUBJECT:

AWARD A CONTRACT FOR THE TRAFFIC OPERATIONAL IMPROVEMENT STUDY
RECOMMENDED ACTION(S):

1. Award a contract in the amount of $94,615 for Traffic Operational Improvement Study to AGA Engineers, Inc.

2. Authorize the Mayor to sign, and the City Clerk to attest to the agreement with AGA Engineers, Inc. substantially in the form attached.

EXECUTIVE SUMMARY:

As part of the 2023-2025 Operating Budget, the City Council approved a Traffic Operational Improvement Study identifying low-cost, high-impact solutions to alleviate traffic congestion, which is in line with the City’s Strategic Business Plan initiative SP#7. The study will focus on specific corridors and intersections identified below based upon the feedback received by the Traffic and Parking Commission.
•Bake Parkway – Trabuco Road to Lake Forest Drive
•El Toro Road – Trabuco Road to Portola Parkway
•Lake Forest Drive – Jeronimo Road to Trabuco Road
•El Toro / Cornelius / Jutewood – Intersection
•Santiago Canyon Road / Live Oak Canyon Road - Intersection Following a Request for Proposals (“RFP”) process, staff recommends awarding an agreement in the amount of $94,615 to AGA Engineers, Inc. to perform the study under an initial three-year term with two optional one-year extensions (“Agreement”) (Attachment 1). Staff performed a reference check for AGA Engineers, Inc. in accordance with the City’s Purchasing and Contracting Guidelines, which provided favorable reviews of services provided by AGA Engineers, Inc. at other local agencies (Attachment 2).

Item: 10
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The proposed agreement was prepared by the Finance Department and has been approved as to form by the City Attorney. The 2023-2025 Operating Budget includes sufficient funds for the recommended action.

BACKGROUND:

In June 2023, the City Council approved the 2023-2025 Operating Budget which included the Traffic Operational Improvement Study (“Study”). The Study was included under Strategic Plan initiative SP #7 Traffic Operational Improvement Study and Improvement Project. This initiative addresses the highest-rated community concern in the 2023 Community Satisfaction Survey: “traffic congestion”. The scope of the Study is to evaluate and identify potential traffic operational improvements throughout the city that are low cost, require minimal resources, offer high community benefit, and are readily implementable.

On December 4, 2023, staff solicited feedback from the Traffic and Parking Commission’s (“TPC”) regarding the best locations in the city given the limited resources available. With the limited resources in mind, TPC recommended to staff to focus the study on the following corridor segments and specific intersections:
•Bake Parkway – Trabuco Road to Lake Forest Drive
•El Toro Road – Trabuco Road to Portola Parkway
•Lake Forest Drive – Jeronimo Road to Trabuco Road
•El Toro / Cornelius / Jutewood – Intersection
•Santiago Canyon Road / Live Oak Canyon Road – Intersection On January 10, 2024, staff solicited requests for proposals for the study on the City’s eProcurement Portal, OpenGov.

DISCUSSION:

Staff initiated a competitive procurement process to solicit proposals for Professional Consulting Services for the Traffic Operational Improvement Study (“Study”). The proposed contract will include an initial three-year term with two optional one-year extensions. The solicitation was posted on the City’s eProcurement Portal, OpenGov, for three-weeks. The request for proposal (“RFP”) received 286 public views and nineteen (19) firms downloaded the files associated with the procurement. Fourteen (14) firms elected to “follow” the project through the OpenGov system and four firms elected to submit a proposal for consideration.

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Pursuant to the Purchasing and Contracting Guidelines, the following City Manager-approved Selection Committee evaluated the submitted proposals and conducted interviews for qualified proposers:
•Director of Public Works, Public Works Department
•Senior Planner, Community Development Department
•Traffic Engineering Manager, Public Works Department
The Selection Committee evaluated the proposals based on the firm’s expertise and experience, response to the scope of work, and allocation of resources. In accordance with the City’s Purchasing and Contracting Guidelines, firms scoring a minimum of sixty (60) points on the qualitative evaluation portion may advance to the interview phase of the process. Based on their technical proposal scoring, all four firms advanced to the interview round. The results of the qualitative evaluation and qualifications review are identified in the following tables.

Tabel 1: Technical Proposal Review Phase Scoring
Firm Evaluator
1 Evaluator
2 Evaluator
3 Total Average
Score
(Max. Score
100)
AGA Engineers, Inc. 92 96.5 85 91.17
Ardurra Group, Inc. 79.5 82 77.5 79.67
LSA Associates, Inc. 76 76.5 68.5 73.67
Willdan Engineering 78.5 72 66 72.17
Table 2: Interview and Cost Proposal Phase Scoring
Interview Scores
Cost
Proposal
Evaluation
Total
Score
Points Based 160 Points (80%) (Max Score
200)
Vendor
Rater
1 Rater
2 Rater
3 Combined
Average
Points
Based 40
Points
(20%)

AGA Engineers, Inc. 153.6 156.8 152.0 154.13 40 194.13
Ardurra Group, Inc. 122.4 115.2 128.8 122.13 38 160.13
LSA Associates, Inc. 116.0 120.8 116.0 117.6 38 155.6
Willdan Engineering 109.6 97.6 108.0 105.07 39 144.07
Following the interview process, staff reviewed the cost proposal from AGA Engineers, Inc. and Table 3 shows a comparison for the total cost proposed by each firm.

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Table 3: Cost Proposal Comparison
Firm Cost Proposal
AGA Engineers, Inc. $94,615
Ardurra Group, Inc. $99,270
LSA Associates, Inc. $100,000
Willdan Engineering $98,145
AGA Engineers, Inc. is a civil engineering firm specializing in transportation planning, traffic studies, design, development services, and signal operations.

The firm’s founding principals have led to the successful completion of a wide range of projects including comprehensive traffic operational improvement studies, traffic studies, traffic design plans, traffic signal synchronization implementation plans, and traffic engineering services for other local agencies, regional agencies, transportation authorities, state, and federal agencies. In addition, key members of the team have served as staff at municipal agencies in Southern California and are keenly aware of the challenges and sensitivities associated with preparing and implementing such a study.

Therefore, following the evaluation process, staff conducted a reference check with other local agencies that have contracted with AGA Engineers, Inc. for similar services. The reference check responses yielded positive feedback from clients regarding the quality of work, professionalism, and customer service provided by AGA Engineers, Inc. The attached reference verification for AGA Engineers, Inc. (Attachment 2) supports staff’s recommendation to award the proposed Agreement to the firm.

Staff recommend awarding the proposed Professional Services Agreement to AGA Engineers, Inc. with a total compensation of $94,615, for an initial three- year term with two optional one-year extensions (Attachment 1).

The Agreement was prepared by the Finance Department and approved by the City Attorney as to form.

FISCAL IMPACT:

The proposed Agreement includes a total compensation amount of $94,615.

Sufficient funds are included in the 2023-2025 Operating Budget to cover the costs of the recommended action.

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ATTACHMENTS:

1. Professional Services Agreement with AGA Engineers, Inc for Traffic Operational Improvement Study

2. Reference Check
Initiated By: Tran Tran, Traffic Engineering Manager
Submitted By: Thomas Wheeler, P.E., Director of Public Works/City Engineer Approved By: Debra Rose, City Manager
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Attachment 1
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TRAFFIC OPERATIONAL IMPROVEMENT STUDY

City of Lake Forest
100 Civic Center Dr.

Lake Forest, CA 92630

DocuSign Envelope ID: 980202DC-1703-4177-9215-F285C700F436 Item: 10
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City of Lake Forest
Professional Consultant Services Agreement
Traffic Operational Improvement Study
I. PARTIES AND DATE. ................................ ................................ ..............

II. RECITALS. ................................ ................................ ..............................

III. TERMS................................. ................................ ................................ ..

IV. SIGNATURES. ................................ ................................ ........................

V. EXHIBIT "A" SCOPE OF SERVICES ................................ ...........................

VI. EXHIBIT "B" - SCHEDULE OF SERVICES ................................ ..................

VII. EXHIBIT "C" - COMPENSATION ................................ ..............................

VIII. EXHIBIT "D" - INSURANCE REQUIREMENTS ................................ ...........

DocuSign Envelope ID: 980202DC-1703-4177-9215-F285C700F436 Item: 10
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Title: Traffic Operational Improvement Study
3 1. PARTIES AND DATE.

This Agreement is made and entered into this [***INSERT DAY***] day of [***INSERT MONTH***], [***INSERT YEAR***], by and between the City of Lake Forest, a municipal corporation, organized under the laws of the State of California, with its principal place of business at 100 Civic Center Drive, Lake Forest, California 92630 (“City”) and AGA Engineers, Inc., a CaliforniaCorporation (Inc.) , with its principal place of business at 211 Imperial Hwy., Ste. 208, Fullerton, CA 92835(“Consultant”). City and Consultant are sometimes individually referred to herein as “Party” and collectively as “Parties.” DocuSign Envelope ID: 980202DC-1703-4177-9215-F285C700F436 Item: 10
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Title: Traffic Operational Improvement Study
4 2. RECITALS.

2.1. Consultant.

Consultant desires to perform and assume responsibility for the provision of certain professional Engineering Consulting Services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing professional Engineering Consulting Services to public clients, is licensed in the State of California, and is familiar with the plans of City.

2.2. Project.

City desires to engage Consultant to render such professional Engineering Consulting Services for the Traffic Operational Improvement Study Project ("Project") as set forth in this Agreement.

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Title: Traffic Operational Improvement Study
5 3. TERMS.

3.1. Scope of Services and Term.

3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional Engineering Consulting Services consulting services necessary for the Project ("Services"). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations.

3.1.2 Term. The term of this Agreement shall be from May 7, 2024 to May 6, 2027, unless earlier terminated as provided herein. The City shall have the unilateral option, at its sole discretion, to renew this Agreement annually for no more than two (2) additional one-year terms. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines.

3.2. Responsibilities of Consultant.

3.2.1 Independent Contractor; Control and Payment of Subordinates. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Neither City, nor any of its officials, officers, directors, employees or agents shall have control over the conduct of Consultant or any of Consultant's officers, employees, or agents, except as set forth in this Agreement. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance.

3.2.2 Schedule of Services. Consultant shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit "B" attached hereto and incorporated herein by reference. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, City shall respond to Consultant's submittals in a timely manner. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services.

3.2.3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of City.

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Title: Traffic Operational Improvement Study
6 3.2.4 Substitution of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant at the request of the City. The key personnel for performance of this Agreement are as follows: Chalap K. Sadam, Project Manager.

3.2.5 City's Representative. The City hereby designates Thomas E. Wheeler, Director of Public Works/City Engineer, or his/her designee, to act as its representative in all matters pertaining to the administration and performance of this Agreement ("City's Representative"). City's Representative shall have the power to act on behalf of the City for review and approval of all products submitted by Consultant but not the authority to enlarge the Scope of Work or change the total compensation due to Consultant under this Agreement. The City Manager shall be authorized to act on City's behalf and to execute all necessary documents which enlarge the Scope of Work or change the Consultant's total compensation subject to the provisions contained in Section 3.3 of this Agreement. Consultant shall not accept direction or orders from any person other than the City Manager, City's Representative or his/her designee.

3.2.6 Consultant's Representative. Consultant hereby designates Chalap K. Sadam, Project Manager, or his/her designee, to act as its representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his/her best skill and attention, and shall be responsible for all means, methods, techniques, sequences, and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.

3.2.7 Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times.

3.2.8 Standard of Care; Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subconsultants shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subconsultants have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. Any employee of the Consultant or its DocuSign Envelope ID: 980202DC-1703-4177-9215-F285C700F436 Item: 10
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Title: Traffic Operational Improvement Study
7 sub-consultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re employed to perform any of the Services or to work on the Project.

3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If Consultant performs any work knowing it to be contrary to such laws, rules and regulations, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees, agents, and volunteers free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations.

3.2.10 Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions, where applicable, shall include, but shall not be limited to: (A) adequate life protection and lifesaving equipment and procedures; (B) instructions in accident prevention for all employees and subconsultants, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures.

3.2.11 Insurance. Consultant agrees to procure and maintain, at Consultant’s expense all insurance specified in Exhibit “D” attached hereto and by this reference incorporated herein. Consultant shall require all subconsultants to carry the same policies and limits of insurance that the Consultant is required to maintain, unless otherwise approved in writing by the City.

3.2.12 Water Quality Management and Compliance.

3.2.12.1 Storm Water Management. Storm, surface, nuisance, or other waters may be encountered at various times during the Services. Consultant hereby acknowledges that it has investigated the risk arising from such waters, and assumes any and all risks and liabilities arising therefrom.

3.2.12.2 Compliance with Water Quality Laws, Ordinances and Regulations. Consultant shall keep itself and all subcontractors, staff, and employees fully informed of and in compliance with all local, state and federal laws, rules and regulations that may impact, or be implicated by the performance of the Services including, without limitation, all applicable provisions of the City’s ordinances regulating water quality and storm water; the Federal Water Pollution Control Act (33 U.S.C. § 1251, et seq.); the California Porter-Cologne Water Quality Control Act (Water Code § 13000 et seq.); and any and all regulations, policies, or permits issued pursuant to any such authority. Consultant must additionally comply with the lawful requirements of the City, and any other DocuSign Envelope ID: 980202DC-1703-4177-9215-F285C700F436 Item: 10
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Title: Traffic Operational Improvement Study
8 municipality, drainage district, or other local agency with jurisdiction over the location where the Services are to be conducted, regulating water quality and storm water discharges.

3.2.12.3 Compliance with DAMP and LIP. In addition to compliance with the laws, ordinances and regulations listed in Section 3.2.12.2 of this Agreement, Consultant must comply with all applicable requirements of the Orange County Drainage Area Management Plan (“DAMP”), the City of Lake Forest Local Implementation Plan (“LIP”) and the applicable Water Quality Management Plan (“WQMP”). The DAMP contains requirements related to design and construction of public projects. Consultant must be familiar the DAMP, and the LIP and comply with the requirements as specified therein.

A copy of the DAMP is available on the internet at:
http://www.ocwatersheds.com/documents/damp/mapplan
A copy of the LIP is available on the internet at:
http://www.lakeforestca.gov/296/Local-Implementation-Plan-LIP

3.2.12.4 Standard of Care. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the work assigned to them without impacting water quality in violation of the laws, regulations and policies described in Sections 3.2.12.2 and 3.2.12.3 of this Agreement. Consultant further warrants that it, its employees and subcontractors have or will receive adequate training, as determined by the City, regarding these requirements as they may relate to the Services.

3.2.12.5 Liability for Non-compliance.
(A) Indemnity: Failure to comply with laws, regulations, and ordinances listed in Sections 3.2.12.2 and 3.2.12.3 of this Agreement is a violation of federal and state law. Notwithstanding any other indemnity contained in this Agreement, Consultant agrees to indemnify and hold harmless the City, its officials, officers, agents, employees and authorized volunteers from and against any and all claims, demands, losses or liabilities of any kind or nature which the City, its officials, officers, agents, employees and authorized volunteers may sustain or incur for noncompliance with the laws, regulations, and ordinances listed above, arising out of or in connection with the Services, except for liability resulting from the sole established negligence, willful misconduct or active negligence of the City, its officials, officers, agents, employees or authorized volunteers. (B) Defense: City reserves the right to defend any enforcement action or civil action brought against the City for Consultant’s failure to comply with any applicable water quality law, regulation, or policy. Consultant hereby agrees to be bound by, and to reimburse the City for the costs associated with, any settlement reached between the City and the relevant enforcement entity. (C) Damages: City may seek damages from Consultant for delay in completing the Services caused by Consultant’s failure to comply with the laws, regulations and policies described in Sections 3.2.12.2 and 3.2.12.3 of this Agreement, or any other relevant water quality law, regulation, or policy. regulation, or policy.

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Title: Traffic Operational Improvement Study
9 3.3. Fees and Payments.

3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "C" attached hereto and incorporated herein by reference. The total compensation shall not exceed NINETY-FOUR THOUSAND SIX HUNDRED FIFTEEN DOLLARS ($94,615.00) without written approval of the City Council or City Manager as applicable. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement.

3.3.2 Payment of Compensation. Consultant shall submit to City a monthly invoice which indicates work completed and hours of Services rendered by Consultant. The invoice shall describe the amount of Services provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the invoice. City shall, within 30 days of receiving such invoice, review the invoice and pay all non-disputed and approved charges thereon. If the City disputes any of Consultant's fees, the City shall give written notice to Consultant within thirty (30) days of receipt of an invoice of any disputed fees set forth therein.

3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City, or included in Exhibit "C" of this Agreement.

3.3.4 Extra Work. At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the Parties did not reasonably anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work without written authorization from the City.

3.3.5 Rate Increases. In the event that this Agreement is renewed pursuant to Section 3.1.2, the rate set forth in Exhibit “C” may be adjusted each year at the time of renewal as set forth in Exhibit “C.”

3.4. Labor Code Requirements.

3.4.1 Prevailing Wages. Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and since the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant's principal place of business and at the project site. It is the intent of the parties to effectuate the requirements of sections 1771, 1774, 1775, 1776, 1777.5, 1813, and 1815 of the Labor Code within this Agreement, and Consultant shall therefore comply with such Labor Code sections to the fullest extent required by law. Consultant shall defend, indemnify and hold the City, its officials, officers, employees, DocuSign Envelope ID: 980202DC-1703-4177-9215-F285C700F436 Item: 10
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Title: Traffic Operational Improvement Study
10 agents, and volunteers free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.

3.4.2 Registration. If the Services are being performed as part of an applicable “public works” or “maintenance” project, in addition to the foregoing, then pursuant to Labor Code sections 1725.5 and 1771.1, the Consultant and all subconsultants must be registered with the Department of Industrial Relations (“DIR”). Consultant shall maintain registration for the duration of the project and require the same of any subconsultants. This project may also be subject to compliance monitoring and enforcement by the DIR. It shall be Contractor’s sole responsibility to comply with all applicable registration and labor compliance requirements, including the submission of payroll records directly to the DIR.

3.5. Accounting Records.

3.5.1 Maintenance and Inspection. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement.

3.6. General Provisions.

3.6.1 Termination of Agreement.

3.6.1.1 Grounds for Termination. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause.

3.6.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request.

3.6.1.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated.

3.6.1.4 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose:

Consultant: AGA Engineers, Inc.
211 Imperial Hwy., Ste. 208
DocuSign Envelope ID: 980202DC-1703-4177-9215-F285C700F436 Item: 10
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Title: Traffic Operational Improvement Study
11 Fullerton, CA 92835
ATTN: Chalap K. Sadam, Project Manager
City: City of Lake Forest
100 Civic Center Drive
Lake Forest, CA 92630
ATTN: City Clerk
Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.

3.6.2 Ownership of Materials and Confidentiality.

3.6.2.1 Documents & Data; Licensing of Intellectual Property. This Agreement creates a non exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subconsultants to agree in writing that City is granted a non exclusive and perpetual license for any Documents & Data the subconsultant prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents & Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk.

3.6.2.2 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents & Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City.

3.6.2.3 Confidential Information. The City shall refrain from releasing Consultant’s proprietary information ("Proprietary Information") unless the City's legal counsel determines that the release of the Proprietary Information is required by the California Public Records Act or other applicable state or federal law, or order of a court of competent jurisdiction, in which case the City shall notify Consultant of its intention to release Proprietary Information. Consultant shall have five (5) DocuSign Envelope ID: 980202DC-1703-4177-9215-F285C700F436 Item: 10
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Title: Traffic Operational Improvement Study
12 working days after receipt of the Release Notice to give City written notice of Consultant's objection to the City's release of Proprietary Information. Consultant shall indemnify, defend and hold harmless the City, and its officers, directors, employees, and agents from and against all liability, loss, cost or expense (including attorney’s fees) arising out of a legal action brought to compel the release of Proprietary Information. City shall not release the Proprietary Information after receipt of the Objection Notice unless either: (1) Consultant fails to fully indemnify, defend (with City's choice of legal counsel), and hold City harmless from any legal action brought to compel such release; and/or (2) a final and non- appealable order by a court of competent jurisdiction requires that City release such information.

3.6.3 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement.

3.6.4 Attorney's Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reason¬able attorney's fees and all other costs of such action.

3.6.5 Indemnification.

To the fullest extent permitted by law, Consultant shall defend (with counsel of City’s choosing), indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant's Services, the Project or this Agreement, including without limitation the payment of all damages, expert witness fees and attorneys fees and other related costs and expenses. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the Consultant or the City, its officials, officers, employees, agents or volunteers.

If Consultant’s obligation to defend, indemnify, and/or hold harmless arises out of Consultant’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant’s liability for such claim, including the cost to defend, shall not exceed the Consultant’s proportionate percentage of fault.

3.6.6 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties.

3.6.7 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Orange County.

3.6.8 Time of Essence. Time is of the essence for each and every provision of this Agreement.

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13 3.6.9 City's Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project.

3.6.10 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties.

3.6.11 Assignment or Transfer. Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer.

3.6.12 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subconsultants of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.

3.6.13 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.

3.6.14 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise.

3.6.15 No Third-Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties.

3.6.16 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

3.6.17 Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant¬, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

3.6.18 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subconsultant, employee or applicant for employment DocuSign Envelope ID: 980202DC-1703-4177-9215-F285C700F436 Item: 10
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Title: Traffic Operational Improvement Study
14 because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted.

3.6.19 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require 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 agrees to comply with such provisions before commencing the performance of the Services.

3.6.20 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party.

3.6.21 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.

3.7. Subcontracting.

3.7.1 Prior Approval Required. Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement.

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Title: Traffic Operational Improvement Study
15 4. SIGNATURES.

4.1. SIGNATURES.

CITY OF LAKE FOREST AGA Engineers, Inc.

By: [AUTHORIZED CITY SIGNATURE]

Mark Tettemer
Mayor
By: [VENDOR SIGNATURE 1]

Greg Wong
Vice President
[If Corporation, TWO SIGNATURES,
President OR Vice President AND Secretary
OR Treasurer REQUIRED]
ATTEST:

By: [CITY CLERK SIGNATURE]

Lisa Berglund
City Clerk
By: [VENDOR SIGNATURE 2]

Chalap K. Sadam
Secretary (Corporation or LLC)
APPROVED AS TO FORM:

By: [CITY ATTORNEY SIGNATURE]

Best Best & Krieger LLP
City Attorney

[CONTRACT ADMINISTRATOR APPROVAL]
[PROJECT MANAGER APPROVAL]
[CITY CLERK - INSURANCE APPROVAL]
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16 5. EXHIBIT "A" SCOPE OF SERVICES

5.1. EXHIBIT "A" SCOPE OF SERVICES
Consultant shall provide the following Engineering Consulting Services professional consulting services relative to the City's Traffic Operational Improvement Study project.

The Traffic Operational Improvement Study (“Study”) aims to assess, analyze, and propose effective solutions to improve traffic flow, enhance safety, and optimize transportation systems within our city limits.

The primary objectives of this Study for the locations described further below include, but are not limited to:
 Analyzing current traffic patterns, congestion points, accident data, and transportation infrastructure.
 Evaluating the effectiveness of existing traffic management systems.  Identifying key areas for improvement in traffic flow, safety, and efficiency.  Developing recommendations, strategies, and/or policies for implementing necessary changes.  Developing recommendations, strategies, and/or policies for public outreach for traffic-related matters.

Based upon the primary objectives for the Study, the following shall be evaluated for traffic operational improvements (such as alternative and/or signalized intersection controls, alternative signal timing communications, de-factor turn lanes, left turn pocket storage length, traffic calming devices/measures, etc.), but are not limited to:

1. Evaluate the following corridor segments:
a. Bake Parkway between Trabuco Road and Lake Forest Drive i. Implementation of traffic calming devices (for example, raised medians, buffered bike lanes, narrower lane widths, vehicle feedback signs, signage, etc.) ii. Feasibility of a roundabout v. traffic signal at the intersection of Bake Parkway and Lake Forest Drive.
iii. Implementation of left turn pocket extensions.
iv. Implementation of de-facto turn lanes or dedicated right turn lanes. v. Evaluation of removing crosswalks for signal timing efficiencies. b. El Toro Road between Trabuco Road and Portola Parkway (including Santiago Canyon Road/Live Oak Canyon Road and El Toro Road/Cornelius/Jutewood) i. Implementation of traffic calming devices (for example, raised medians, buffered bike lanes, narrower lane widths, vehicle feedback signs, signage, etc.). ii. Evaluation of intersection controls at uncontrolled intersections.

1. El Toro Road and Cornelius/Jutewood.

2. Santiago Canyon Road and Live Oak Canyon Road.

3. Unsignalized intersections along El Toro Road between Trabuco Road and Portola Parkway.
iii. Implementation of left turn pocket extensions.
iv. Implementation of de-facto turn lanes or dedicated right turn lanes.

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17 v. Evaluation of removing crosswalks for signal timing efficiencies. c. Lake Forest Drive between Jeronimo Road and Trabuco Road i. Implementation of traffic calming devices (for example, raised medians, buffered bike lanes, narrower lane widths, vehicle feedback signs, signage, etc.). ii. Implementation of left turn pocket extensions.
iii. Implementation of de-facto turn lanes or dedicated right turn lanes.

1. Specifically, WB Lake Forest Drive #3 through lane converting to a dedicated right turn lane at Trabuco Road.
iv. Evaluation of removing crosswalks for signal timing efficiencies. v. Evaluation of alternative signal timing communications (for example, AI- controlled traffic cameras/controllers, adaptive traffic control hardware/software, etc.).

Additional analysis may be included as City needs and priorities dictate.

The consultant shall prepare a draft report for City review. Based upon the City's review and comments, the consultant shall prepare a final report for City review and approval. In addition, the Study's administration will include project development team meetings (assume six meetings), Traffic and Parking Commission meetings (assume one meeting), and City Council meetings (assume one meeting).

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18 6. EXHIBIT "B" - SCHEDULE OF SERVICES

6.1. EXHIBIT "B" - SCHEDULE OF SERVICES
The Consultant shall provide the services described in Exhibit “A” Scope of Services as directed by the City.

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19 7. EXHIBIT "C" - COMPENSATION

7.1. EXHIBIT "C" - COMPENSATION
Consultant shall be paid for services in accordance with Section 3.3 of the Agreement and as described above under Exhibit “A” Scope of Services and the not to exceed fee of NINETY-FOUR THOUSAND SIX HUNDRED FIFTEEN DOLLARS ($94,615.00) and billed at the following rates:

1.1. Data Collection (TMC,
Accident Data, Traffic Modeling,
LOS, existing traffic
control/intersection
infrastructure, etc.)

1.2 Traffic Calming Devices -
Evaluation, findings, and
recommendations

1.3 Traffic Operational
Improvements (left turn pocket
extension, de-facto lanes,
removal of crosswalks, etc.) -
Evaluation, findings, and
recommendations

1.4 Intersection Controls
(roundabout, signal, restricting
turning movements, etc.) -
Evaluation, findings, and
recommendations

2.1. Data Collection (TMC,
Accident Data, Traffic Modeling,
LOS, existing traffic
control/intersection
infrastructure, etc.)

2.2 Traffic Calming Devices -
Evaluation, findings, and
recommendations

2.3 Traffic Operational
Improvements (left turn pocket
extension, de-facto lanes,
removal of crosswalks, etc.) -
Evaluation, findings, and
recommendations

2.4 Intersection Controls
(roundabout, signal, restricting
turning movements, etc.) -
Evaluation, findings, and
recommendations

3.1. Data Collection (TMC,
Accident Data, Traffic Modeling,
LOS, existing traffic
control/intersection
infrastructure, etc.)

3.2 Traffic Calming Devices -
Evaluation, findings, and
recommendations

3.3 Traffic Operational
Improvements (left turn pocket
extension, de-facto lanes,
removal of crosswalks, etc.) -
Evaluation, findings, and
recommendations

3.4 Intersection Controls
(roundabout, signal, restricting
turning movements, etc.) -
Evaluation, findings, and
recommendations

3.5 Evaluation of alternative
signal timing communications
(adaptive traffic control, AI-
controlled hardware/software,
etc.)

4.1. Meetings and Coordination

5.1 Draft Report

5.2 Final Report
Traffic Operational Improvement Study - Allocation of Resources Total Hours
Task 1: Bake Parkway - Trabuco Road to Lake Forest Drive 2 8 2 2 2 16
26 4 4 2 2 2 4 4 4 4 30
4 2 2 2 2 2 4 4 4
26 Task 2: El Toro Road - Trabuco Road to Portola Parkway; Santiago Canyon Road/Live Oak Canyon Road; El Toro Road/Cornelius/Jutewood 2 8 2 2 2 16
4 4 6 2 2 2 2 2 2
26 4 4 2 2 2 4 4 4 4 30
4 2 2 2 2 2 4 4 4
38 Task 3: Lake Forest Drive - Jeronimo Road to Trabuco Road 1 2 1 1 1 1 7
4 4 10 2 2 4 4 4 4
15 2 4 4 1 1 2 2 2 2 20
2 2 1 1 1 2 2 2 2
22 2 4 2 2 2 4 4 4 4 28
4 4 2 2 2 2 2 2 2
Task 4: Project Administration (Meetings and Coordination) 16 12 4 0 4 4 0 40
4 4 4
Task 5: Draft and Final Report
12 8 4 4 4 4 10 10 22 78
Total Hours (Task 5) = 98
Overall Total Hours (Task 1+2+3+4+5) = 438
20 Total Hours (Task 1) = 98
Total Hours (Task 2) = 110
Total Hours (Task 3) = 92
Total Hours (Task 4) = 40
4 4 0 0 0 0
Task Description Project
Manager
Vice
President
Vice
President
Principal
Transportation
Principal
Transportation
Sr. Transporation
Engr
Assc Trans
Engr I Assc Trans Engr I Assistant Engr Subconsultant
Traffic Counts
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20 $280.00

1.1. Data Collection (TMC,
Accident Data, Traffic Modeling,
LOS, existing traffic
control/intersection
infrastructure, etc.)
$ 560.00

1.2 Traffic Calming Devices -
Evaluation, findings, and
recommendations
$ 1,120.00

1.3 Traffic Operational
Improvements (left turn pocket
extension, de-facto lanes,
removal of crosswalks, etc.) -
Evaluation, findings, and
recommendations
$ 1,120.00

1.4 Intersection Controls
(roundabout, signal, restricting
turning movements, etc.) -
Evaluation, findings, and
recommendations
$ 1,120.00

2.1. Data Collection (TMC,
Accident Data, Traffic Modeling,
LOS, existing traffic
control/intersection
infrastructure, etc.)
$ 560.00

2.2 Traffic Calming Devices -
Evaluation, findings, and
recommendations
$ 1,120.00

2.3 Traffic Operational
Improvements (left turn pocket
extension, de-facto lanes,
removal of crosswalks, etc.) -
Evaluation, findings, and
recommendations
$ 1,120.00

2.4 Intersection Controls
(roundabout, signal, restricting
turning movements, etc.) -
Evaluation, findings, and
recommendations
$ 1,120.00

3.1. Data Collection (TMC,
Accident Data, Traffic Modeling,
LOS, existing traffic
control/intersection
infrastructure, etc.)
$ 280.00

3.2 Traffic Calming Devices -
Evaluation, findings, and
recommendations
$ 560.00

3.3 Traffic Operational
Improvements (left turn pocket
extension, de-facto lanes,
removal of crosswalks, etc.) -
Evaluation, findings, and
recommendations
$ 560.00

3.4 Intersection Controls
(roundabout, signal, restricting
turning movements, etc.) -
Evaluation, findings, and
recommendations
$ 1,120.00

3.5 Evaluation of alternative
signal timing communications
(adaptive traffic control, AI-
controlled hardware/software,
etc.)
$ 560.00

4.1. Meetings and Coordination $ 4,480.00

5.1 Draft Report $ 3,360.00

5.2 Final Report $ 1,120.00
Traffic Operational Improvement Study - Allocation of Resources Subconsultant
Total HoursAim TD, LLC.
$260.00 $260.00 $240.00 $240.00 $210.00 $140.00 $140.00 $125.00 Task 1: Bake Parkway - Trabuco Road to Lake Forest Drive $ 2,080.00 $
-
$
- $ - $ - $ 280.00 $ 280.00 $ 250.00 $ 1,000.00 $ 4,450.00 $ 5,160.00
$ 1,040.00 $ 520.00 $ 480.00 $ 480.00 $ 840.00 $ 560.00 $ 560.00 $ 500.00 $ 6,100.00 $ 520.00 $ 520.00 $ 480.00 $ 480.00 $ 420.00 $ 560.00 $ 560.00 $ 500.00 $ 5,910.00
Task 2: El Toro Road - Trabuco Road to Portola Parkway; Santiago Canyon Road/Live Oak Canyon Road; El Toro Road/Cornelius/Jutewood $ 2,080.00 $
-
$
- $ - $ - $ 280.00 $ 280.00 $ 250.00 $ 2,500.00 $ 5,950.00 $ 1,040.00 $ 1,560.00 $ 480.00 $ 480.00 $ 420.00 $ 280.00 $ 280.00 $ 250.00 $ 5,160.00
$ 1,040.00 $ 520.00 $ 480.00 $ 480.00 $ 840.00 $ 560.00 $ 560.00 $ 500.00 $ 6,100.00 $ 520.00 $ 520.00 $ 480.00 $ 480.00 $ 420.00 $ 560.00 $ 560.00 $ 500.00 $ 8,180.00
Task 3: Lake Forest Drive - Jeronimo Road to Trabuco Road $ 520.00 $ 260.00 $
- $ - $ - $ 140.00 $ 140.00 $ 125.00 $ 1,465.00 $ 1,040.00 $ 2,600.00 $ 480.00 $ 480.00 $ 840.00 $ 560.00 $ 560.00 $ 500.00 $ 3,050.00
$ 1,040.00 $ 1,040.00 $ 240.00 $ 240.00 $ 420.00 $ 280.00 $ 280.00 $ 250.00 $ 4,350.00 $ 520.00 $ 260.00 $ 240.00 $ 240.00 $ 420.00 $ 280.00 $ 280.00 $ 250.00 $ 4,870.00
$ 1,040.00 $ 520.00 $ 480.00 $ 480.00 $ 840.00 $ 560.00 $ 560.00 $ 500.00 $ 5,540.00 $ 1,040.00 $ 520.00 $ 480.00 $ 480.00 $ 420.00 $ 280.00 $ 280.00 $ 250.00 $ 840.00 $ 1,400.00 $ 1,400.00 $ 2,750.00 $ 14,790.00
Task 4: Project Administration (Meetings and Coordination) $ 3,120.00 $ 1,040.00 $
- $ - $ - $ 560.00 $ 560.00 $ - $ 9,760.00 Principal
Transportation
$ 3,780.00
Total Hours (Task 1) = $ 21,620.00
Total Hours (Task 2) = $ 25,390.00
Total Hours (Task 3) = $ 19,275.00
Total Hours (Task 4) = $ 9,760.00
$ 1,040.00 $ $ $ - $ - $ 560.00 $ 560.00 $ 500.00 Task 5: Draft and Final Report
$ 2,080.00 $ 1,040.00 $ 960.00 $ 960.00
Task Description
Total Hours (Task 5) = $ 18,570.00
Overall Total Hours (Task 1+2+3+4+5) = $ 94,615.00
Sr. Transporation
Engr
Assc Trans
Engr I
Assc Trans
Engr I Assistant EngrProject
Manager
Vice
President
Vice
President
Principal
Transport
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21 AGA Engineers, Inc. Hourly Rates

POSITION HOURLY RATE
Project Manager $280.00
Vice President $260.00
Principal Transportation Engr $240.00
Sr. Transporation Engr $210.00
Assc Trans Engr I $140.00
Assistant Engr $125.00

In the event that this Agreement is renewed pursuant to Section 3.1.2, the rates set forth above may be increased or reduced each year at the time of renewal, but any increase shall not exceed the Consumer Price Index, All Urban Consumers, Los Angeles-Long Beach-Anaheim.

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22 8. EXHIBIT "D" - INSURANCE REQUIREMENTS

8.1. EXHIBIT "D" - INSURANCE REQUIREMENTS

1.1.1 Time for Compliance. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Consultant shall not allow any subconsultant to commence work on any subcontract until it has provided evidence satisfactory to the City that the subconsultant has secured all insurance required under this section.

1.1.2 Types of Insurance Required. As a condition precedent to the effectiveness of this Agreement for work to be performed hereunder, and without limiting the indemnity provisions of the Agreement, the Consultant, in partial performance of its obligations under such Agreement, shall procure and maintain in full force and effect during the term of the Agreement the following policies of insurance. If the existing policies do not meet the insurance requirements set forth herein, Consultant agrees to amend, supplement or endorse the policies to do so. (A) Commercial General Liability: Commercial General Liability Insurance which affords coverage at least as broad as Insurance Services Office "occurrence" form CG 0001, or the exact equivalent, with limits of not less than $1,000,000 per occurrence and no less than $2,000,000 in the general aggregate. Defense costs shall be paid in addition to the limits. The policy shall contain no endorsements or provisions (1) limiting coverage for contractual liability; (2) excluding coverage for claims or suits by one insured against another (cross-liability); or (3) containing any other exclusion(s) contrary to the terms or purposes of this Agreement.
(B) Automobile Liability Insurance: Automobile Liability Insurance with coverage at least as broad as Insurance Services Office Form CA 0001 covering "Any Auto" (Symbol 1), or the exact equivalent, covering bodily injury and property damage for all activities with limits of not less than $1,000,000 combined limit for each occurrence.
(C) Workers’ Compensation: Workers' Compensation Insurance, as required by the State of California and Employer's Liability Insurance with a limit of not less than $1,000,000 per accident for bodily injury and disease.
(D) Professional Liability (Errors & Omissions): Professional Liability insurance or Errors & Omissions insurance appropriate to Consultant’s profession with limits of not less than $1,000,000. Covered professional services shall specifically include all work to be performed under the Agreement and delete any exclusions that may potentially affect the work to be performed (for example, any exclusions relating to lead, asbestos, pollution, testing, underground storage tanks, laboratory analysis, soil work, etc.). If coverage is written on a claims-made basis, the retroactive date shall precede the effective date of the initial Agreement and continuous coverage will be maintained or an extended reporting period will be exercised for a period of at least three (3) years from termination or expiration of this Agreement.

1.1.3 Insurance Endorsements. Required insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms approved by the City to add the following provisions to the insurance policies:

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23 (A) Commercial General Liability
(1) Additional Insured: The City, its officials, officers, employees, agents, and volunteers shall be additional insureds with regard to liability and defense of suits or claims arising out of the performance of the Agreement.

Additional Insured Endorsements shall not (1) be restricted to "ongoing operations"; (2) exclude "contractual liability"; (3) restrict coverage to "sole" liability of Consultant; or (4) contain any other exclusions contrary to the terms or purposes of this Agreement. For all policies of Commercial General Liability insurance, Consultant shall provide endorsements in the form of ISO CG 20 10 10 01 and 20 37 10 01 (or endorsements providing the exact same coverage) to effectuate this requirement. (2) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium. (B) Automobile Liability:
(1) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium. (C) Professional Liability (Errors & Omissions):
(1) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium. (2) Contractual Liability Exclusion Deleted: This insurance shall include contractual liability applicable to this Agreement. The policy must “pay on behalf of” the insured and include a provision establishing the insurer’s duty to defend.
(D) Workers’ Compensation:
(1) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium. (2) Waiver of Subrogation: A waiver of subrogation stating that the insurer waives all rights of subrogation against the City, its officials, officers, employees, agents, and volunteers.

1.1.4 Primary and Non-Contributing Insurance. All policies of Commercial General Liability and Automobile Liability insurance shall be primary and any other insurance, deductible, or self- insurance maintained by the City, its officials, officers, employees, agents, or volunteers shall not contribute with this primary insurance. Policies shall contain or be endorsed to contain such provisions.

1.1.5 Waiver of Subrogation. All policies of Commercial General Liability and Automobile Liability insurance shall contain or be endorsed to waive subrogation against the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a DocuSign Envelope ID: 980202DC-1703-4177-9215-F285C700F436 Item: 10
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24 loss. Consultant hereby waives its own right of recovery against the City, its officials, officers, employees, agents, and volunteers, and shall require similar written express waivers and insurance clauses from each of its subconsultants.

1.1.6 Deductibles and Self-Insured Retentions. Any deductible or self-insured retention must be approved in writing by the City and shall protect the City, its officials, officers, employees, agents, and volunteers in the same manner and to the same extent as they would have been protected had the policy or policies not contained a deductible or self-insured retention.

1.1.7 Evidence of Insurance. The Consultant, concurrently with the execution of the Agreement, and as a condition precedent to the effectiveness thereof, shall deliver either certified copies of the required policies, or original certificates on forms approved by the City, together with all endorsements affecting each policy. Required insurance policies shall not be in compliance if they include any limiting provision or endorsement that has not been submitted to the City for approval. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. At least fifteen (15 days) prior to the expiration of any such policy, evidence of insurance showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or reduced and not replaced immediately so as to avoid a lapse in the required coverage, Consultant shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies.

1.1.8 Failure to Maintain Coverage. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced immediately so as to avoid a lapse in the required coverage, 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 Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement effective upon notice.

1.1.9 Acceptability of Insurers. Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A:VII and authorized to transact business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law.

1.1.10 Enforcement of Contract Provisions (non estoppel). Consultant acknowledges and agrees that actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement imposes no additional obligation on the City nor does it waive any rights hereunder.

1.1.11 Requirements Not Limiting. Requirement of specific coverage or minimum limits contained in this Appendix are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance.

1.1.12 Insurance for Subconsultants. Consultant shall include all subconsultants engaged in any work for Consultant relating to this Agreement as additional insureds under the Consultant's policies, or the Consultant shall be responsible for causing subconsultants to purchase the appropriate insurance in compliance with the terms of these Insurance Requirements, including adding the City, its DocuSign Envelope ID: 980202DC-1703-4177-9215-F285C700F436 Item: 10
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25 officials, officers, employees, agents, and volunteers as additional insureds to the subconsultant's policies. All policies of Commercial General Liability insurance provided by Consultant’s subconsultants performing work relating to this Agreement shall be endorsed to name the City, its officials, officers, employees, agents and volunteers as additional insureds using endorsement form ISO CG 20 38 04 13 or an endorsement providing equivalent coverage. Consultant shall not allow any subconsultant to commence work on any subcontract relating to this Agreement until it has received satisfactory evidence of subconsultant’s compliance with all insurance requirements under this Agreement, to the extent applicable. The Consultant shall provide satisfactory evidence of compliance with this section upon request of the City.

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ATTACHMENT 2
Item: 10
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CITY OF LAKE FOREST - DEPARTMENT OF PUBLIC WORKS

REFERENCE CHECK
AGA Engineers
Traffic Operational Improvement Study
Contact #1: Contact #2: Contact #3:

Agency: OCTA
Regional Traffic Signal
Synchronization
City of Costa Mesa
Regional Traffic Signal
Synchronization
City of Torrance
Project:

Contact Info:

Phone:

Citywide Traffic Analysis
Jessamine QueAnup Kulkarni
(714) 560-5867
[email protected]

RESPONSE
Raja Sethuraman
(714) 754-5343 (310) 781-6900
Email: [email protected]

RESPONSE
[email protected]

RESPONSEQUESTIONS
Design of signal
interconnect/improvements.

Construction management.

1. What were the services
performed? Traffic operation improvements. Evaluate Traffic Conditions

2. How would you rate the quality
of work? Good. Very good.

Very good.

Very good.

Yes
Very good.

3. How well did they adhere to
budget? Good.

Good.

Yes
Very good.

Very good.

Yes

4.Rate the day-to-day
communication with the firm.

5. Would you hire the firm again?
AGA was thorough with their
work, including analysis,

6. Do you have any additional
comments or information
regarding your experience with
the firm?
equipment inventory, and speed
survey. The report that AGA
produced for the project is very
organized and professionally
made and it continues to be an
important resource for our group.

AGA is a good firm with quality
products. I would recommend
them.

Good technical personnel,
Experienced in these types of
projects
Scale 1 - 5: 1=Very Poor 2 = Poor 3 = Fair 4 = Good 5 = Very Good Item: 10
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CITY COUNCIL AGENDA REPORT
MEETING DATE: 5/7/2024
DEPARTMENT: Public Works
SUBJECT:

AWARD OF CONTRACTS FOR CONTRACT ADMINISTRATION AND

CONSTRUCTION INSPECTION SERVICES FOR LAKE FOREST

TRANSPORTATION MITIGATION PROJECTS AND ARTERIAL MEDIAN

IMPROVEMENT PROJECT
RECOMMENDED ACTION(S):

1. Award a Professional Consultant Services Agreement with a compensation amount of $338,904.00 to Z&K Consultants, Inc. for Contract Administration and Construction Inspection Services.

2. Award a Professional Consultant Services Agreement with a compensation amount of $460,115.52 to FCG Consultants, Inc. for Contract Administration and Construction Inspection Services.

3. Award a Professional Consultant Services Agreement with a compensation amount of $123,765.00 to Transtech Engineers, Inc. for Contract Administration and Construction Inspection Services.

4. Authorize the Mayor to sign, and the City Clerk to attest, the award of Professional Consultant Services Agreements to Z&K Consultants, Inc., FCG Consultants, Inc., and Transtech Engineers, Inc.

EXECUTIVE SUMMARY:

The City utilizes consultants to provide Contract Administration and Construction Inspection Services for 2023-2030 Capital Improvement Plan (“CIP”) projects. On November 14, 2023, the City issued a Request for Proposal (“RFP”) to secure multiple firms for four (4) Lake Forest Transportation Mitigation (“LFTM”) projects and one (1) arterial median project.

The City received seven (7) proposals in response to the RFP solicitation. Those seven (7) firms were evaluated utilizing the City’s Purchasing and Contracting Guidelines (“Purchasing Guidelines”). Each firm was individually evaluated and scored as part of the City’s proposal evaluation process. The three highest rated firms were Z&K Consultants, Inc. (“Z&K”), FCG Consultants, Inc. (“FCG”), and Transtech Engineers, Inc. (“Transtech”). Based on the satisfactory review of Item: 11
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proposals from Z&K, FCG, and Transtech, staff recommends the City Council approve the proposed Professional Consultant Services Agreements (“Agreements”) with each firm for Contract Administration and Construction Inspection Services for the specific projects listed below (Attachments 1 through 3).

The Agreements include the following compensation amounts and a three-year term with two optional one-year extensions:

Z&K Consultants, Inc.
•Project #2: Lake Forest Drive and Jeronimo Road Intersection Widening Project - $151,138.00
•Project #3: Lake Forest Drive and Rancho Parkway Improvement Project - $82,432.00
•Project #4 - Los Alisos Boulevard and Rockfield Boulevard Improvement Project - $105,334.00
FCG Consultants, Inc.
•Project #1: CA/CI Services for Bake Parkway and Trabuco Road/Irvine Boulevard Intersection Widening Project - $460,115.62
Transtech Engineers, Inc.
•Project #5 - Arterial Medians Improvement Project - $123,765.00 All projects are included as part of the individual project budgets within the City’s 2023-2030 CIP, which includes the funding sources for each project.

BACKGROUND:

The City utilizes consultants to provide Contract Administration and Construction Inspection Services for the implementation of CIP projects. On November 14, 2023, the City Manager approved the RFP for Contract Administration and Construction Inspection Services and authorized staff to solicit proposals. The City issued the RFP on the City’s electronic bid management system, OpenGov, to secure consultants for the following five (5) projects:

1. Bake Parkway and Trabuco Road/Irvine Boulevard Intersection Widening;

2. Lake Forest Drive and Rancho Parkway Improvements;

3. Lake Forest Drive and Jeronimo Road Intersection Widening; Item: 11
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4. Los Alisos Boulevard and Rockfield Boulevard Improvements;

5. Arterial Medians Improvement Project (Rockfield at Lake Forest Drive) In the RFP, staff stated the potential of awarding the projects to multiple firms to ensure firms will be able to provide qualified consultants when needed and staff each project properly without stretching its resources. Selecting multiple firms also provides an opportunity to engage a larger number of well-qualified consultants as well as selecting the most qualified firm for each specific project.

DISCUSSION:

On December 6, 2023, the City received proposals in response to the RFP from the following seven (7) firms:
• Anser Advisory Management, LLC
• FCG Consultants, Inc.
• Interwest Consulting Group, Inc.
• LAE Associates, Inc.
• Southstar Engineering & Consulting, Inc.
• Transtech Engineers, Inc.
• Z&K Consultants, Inc.

The proposals were subsequently reviewed by a selection panel consisting of staff from the Public Works and Community Development Departments:
• Director of Public Works
• Assistant City Engineer/Engineering Services Manager
• Assistant Director of Community Development
During review of the technical proposals, the selection panel scored proposals based on criteria described in the RFP. Pursuant to the City's Purchasing Guidelines, the City invited all seven firms to the interview phase of the selection process to discuss their respective approaches to the requested services. Each firm recommended for the projects listed below were selected based on their presentations, examples of similar engagements, responses to the interview questions, and proposed costs.

The three most qualified and cost-effective firms after the technical review, interview phase, and cost proposals were assigned to the projects. The three highest rated firms were Z&K, FCG, and Transtech, as shown in the table below.

Item: 11
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Interview Scores
Cost
Proposal
Evaluation
Total
Score
Points Based 160 Points (80%) (Max Score
200)
Vendor
Rater
1 Rater
2 Rater
3 Combined
Average
Points
Based
40 Points
(20%)

Z&K Consultants, Inc. 145.6 148.8 132.8 142.4 35.0 177.40 FCG Consultants, Inc. 140.8 156.8 143.2 146.9 25.0 171.93 Transtech Engineers,
Inc. 144.0 144.0 128.0 138.7 24.0 162.67
LAE Associates, Inc. 83.2 51.2 100.8 78.4 40.0 118.40
Interwest Consulting
Group, Inc. 92.0 80.0 104.8 92.3 24.0 116.27
Anser Advisory
Management, LLC 80.0 80.0 103.2 87.7 19.0 106.73
Southstar
Engineering &
Consulting, Inc.

71.2 80.0 78.4 76.5 24.0 100.53
Z&K was judged to be the second most qualified firm, and had the highest overall score once costs were accounted for. Based on experience and current project workload already in the City, staff determined that Z&K was best suited for projects #2, #3, and #4 as they are all similar in nature and will be bid as one construction package. Z&K currently holds multiple contracts with the City for CA/CI services of a similar nature for other CIP projects. Based on the tentative schedule of the other projects, staff anticipates significant project overlap with projects #2 and #3. Therefore, staff recommends awarding the services for projects #2 through #4 to Z&K to provide better coordination between the contractors.

FCG was judged to have the highest qualifications and was rated as the second highest firm once costs were included in the scoring. The selection panel recommends FCG for project #1 (Bake Parkway and Trabuco Road/Irvine Boulevard) due to the proposed team’s experience with intersection widening projects and experience working with the City of Irvine, which shares this intersection with the City. FCG’s proposed Project Manager is the former Construction Director for the City of Irvine. The selection panel determined that his unique experience would be extremely valuable since the project spans both jurisdictions, is jointly funded, and must meet City of Irvine standards for portions of the project.

Transtech was judged to have the third highest qualifications and was rated as the third highest firm once costs were included in the scoring. The selection panel recommends Transtech for project #5. Transtech was highly ranked primarily due to its construction management team and its partnering with Item: 11
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Ardurra to provide construction inspection and Ardurra’s inspection experience in Lake Forest.

Staff recommends awarding the services for project #1 to FCG, projects #2, #3 and #4 to Z&K, and project #5 to Transtech. This approach provides for better resource management and accommodates project schedules. Compensation for Contract Administration and Construction Inspection Services are based on a time and materials basis for four (4) specific tasks for each project defined in the solicitation. At the conclusion of the interview process, the interviewed firms had the opportunity to submit a last, best, and final cost proposal. Those cost proposals or the original, if a revised proposal was not submitted, were utilized for the selection of the most qualified, cost-effective firms.

Staff checked references for the three firms, and all received positive reviews based on projects completed for other agencies (Attachment 4).

CIP Funding Overview
Projects identified in the current fiscal year (2023-24) have funds allocated to begin the projects. Projects budgeted in Fiscal Year 2024-25 will have funds allocated when the City Council approves appropriations for FY 2024-25 in the CIP. Any future funding would be allocated by the City Council, as necessary.

Projects 1 through 4 are funded by the Lake Forest Transportation Mitigation (“LFTM”) Program with project 5 being funded through Gas Tax. Projects 1 and 2 will also receive funding from the City of Irvine as part of its North Irvine Transportation Mitigation (“NITM”) program as part of a cooperative agreement with the City of Irvine.

The proposed Agreements with Z&K, FCG, and Transtech provide for a three- year term with two one-year term extensions. The Agreements include the following compensation amounts:

1. Z&K
oProject #2: $151,138.00
oProject #3: $82,432.00
oProject #4: $105,334.00
Total $338,904.00

2. FCG
oProject #1: $460,115.62
Total $460,155.62

3. Transtech
oProject #5: $123,765.00
Total $123,765.00
Item: 11
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A summary table of the project cost proposals from all the firms is included as Attachment 5.

If approved, the term of the Agreements would begin on May 7, 2024, and end three years later, unless extended. Z&K, FCG, and Transtech’s scopes of work are provided within Exhibit A of the proposed Agreements for each project selected (Attachments 1 through 3). The Agreements describe the process for securing extra work from the consultant and the City’s Purchasing Guidelines allow the City Manager to authorize up to 10% of additional work beyond the compensation amount. The Finance Department prepared the Agreements and the City Attorney’s Office reviewed and approved them as to form.

FISCAL IMPACT:

Funds to pay for Contract Administration and Construction Inspection Services are included as part of the individual project budgets included in the City’s 2023- 2030 Capital Improvement Plan. The proposed Agreements with Z&K, FCG and Transtech include the following compensation amounts and a three-year term, with two optional one-year extensions:

1. Z&K $338,904.00

2. FCG $460,155.62

3. Transtech $123,765.00
ATTACHMENTS:

1. Professional Consultant Services Agreement with Z&K Consultants, Inc.

2. Professional Consultant Services Agreement with FCG Consultants, Inc.

3. Professional Consultant Services Agreement with Transtech Engineering, Inc.

4. Reference Checks – Z&K, FCG, and Transtech.

5. Cost Proposal Summary Table
Initiated By: Douglas Erdman, Assistant City Engineer
Submitted By: Thomas E. Wheeler, P.E., Director of Public Works/City Engineer Approved By: Debra Rose, City Manager
Item: 11
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Attachment 1
Item: 11
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CA/CI FOR VARIOUS LFTM PROJECTS AND ARTERIAL MEDIAN

IMPROVEMENT PROJECT

City of Lake Forest
100 Civic Center Dr.

Lake Forest, CA 92630

DocuSign Envelope ID: CFB7A706-D0B2-448D-91AC-4BE4CAD63004 Item: 11
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City of Lake Forest
Professional Consultant Services Agreement
CA/CI for Various LFTM Projects and Arterial Median Improvement Project
I. PARTIES AND DATE. ................................ ................................ ..............

II. RECITALS. ................................ ................................ ..............................

III. TERMS................................. ................................ ................................ ..

IV. SIGNATURES. ................................ ................................ ........................

V. EXHIBIT "A" SCOPE OF SERVICES ................................ ...........................

VI. EXHIBIT "B" - SCHEDULE OF SERVICES ................................ ..................

VII. EXHIBIT "C" - COMPENSATION ................................ ..............................

VIII. EXHIBIT "D" - INSURANCE REQUIREMENTS ................................ ...........

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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 3 1. PARTIES AND DATE.

This Agreement is made and entered into this [***INSERT DAY***] day of [***INSERT MONTH***], [***INSERT YEAR***], by and between the City of Lake Forest, a municipal corporation, organized under the laws of the State of California, with its principal place of business at 100 Civic Center Drive, Lake Forest, California 92630 (“City”) and Z&K Consultants, Inc., a California Corporation (Inc.) , with its principal place of business at 17130 Van Buren Blvd, Suite 122, Riverside, CA 92504(“Consultant”). City and Consultant are sometimes individually referred to herein as “Party” and collectively as “Parties.” DocuSign Envelope ID: CFB7A706-D0B2-448D-91AC-4BE4CAD63004 Item: 11
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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 4 2. RECITALS.

2.1. Consultant.

Consultant desires to perform and assume responsibility for the provision of certain professional Contract Administration and Contract Inspection Consulting Services consulting services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing professional Contract Administration and Contract Inspection Consulting Services consulting services to public clients, is licensed in the State of California, and is familiar with the plans of City.

2.2. Project.

City desires to engage Consultant to render such professional Contract Administration and Contract Inspection Consulting Services consulting services for the Contract Administration and Contract Inspection (CA/CI) Services for Various LFTM Projects and Arterial Median Project ("Project") as set forth in this Agreement.

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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 5 3. TERMS.

3.1. Scope of Services and Term.

3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional Contract Administration and Contract Inspection Consulting Services consulting services necessary for the Project ("Services"). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations.

3.1.2 Term. The term of this Agreement shall be from May 7, 2024 to May 6, 2027, unless earlier terminated as provided herein. The City shall have the unilateral option, at its sole discretion, to renew this Agreement annually for no more than two (2) additional one-year terms. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines.

3.2. Responsibilities of Consultant.

3.2.1 Independent Contractor; Control and Payment of Subordinates. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Neither City, nor any of its officials, officers, directors, employees or agents shall have control over the conduct of Consultant or any of Consultant's officers, employees, or agents, except as set forth in this Agreement. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance.

3.2.2 Schedule of Services. Consultant shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit "B" attached hereto and incorporated herein by reference. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, City shall respond to Consultant's submittals in a timely manner. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services.

3.2.3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of City.

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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 6 3.2.4 Substitution of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant at the request of the City. The key personnel for performance of this Agreement are as follows: Zack Faqih, Senior Project Manager/ Senior Construction Manager.

3.2.5 City's Representative. The City hereby designates Thomas E. Wheeler, Director of Public Works/City Engineer, or his/her designee, to act as its representative in all matters pertaining to the administration and performance of this Agreement ("City's Representative"). City's Representative shall have the power to act on behalf of the City for review and approval of all products submitted by Consultant but not the authority to enlarge the Scope of Work or change the total compensation due to Consultant under this Agreement. The City Manager shall be authorized to act on City's behalf and to execute all necessary documents which enlarge the Scope of Work or change the Consultant's total compensation subject to the provisions contained in Section 3.3 of this Agreement. Consultant shall not accept direction or orders from any person other than the City Manager, City's Representative or his/her designee.

3.2.6 Consultant's Representative. Consultant hereby designates Crystal Fraire, President, or his/her designee, to act as its representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his/her best skill and attention, and shall be responsible for all means, methods, techniques, sequences, and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.

3.2.7 Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times.

3.2.8 Standard of Care; Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subconsultants shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subconsultants have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. Any employee of the Consultant or its DocuSign Envelope ID: CFB7A706-D0B2-448D-91AC-4BE4CAD63004 Item: 11
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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 7 sub-consultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re employed to perform any of the Services or to work on the Project.

3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If Consultant performs any work knowing it to be contrary to such laws, rules and regulations, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees, agents, and volunteers free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations.

3.2.10 Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions, where applicable, shall include, but shall not be limited to: (A) adequate life protection and lifesaving equipment and procedures; (B) instructions in accident prevention for all employees and subconsultants, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures.

3.2.11 Insurance. Consultant agrees to procure and maintain, at Consultant’s expense all insurance specified in Exhibit “D” attached hereto and by this reference incorporated herein. Consultant shall require all subconsultants to carry the same policies and limits of insurance that the Consultant is required to maintain, unless otherwise approved in writing by the City.

3.2.12 Water Quality Management and Compliance.

3.2.12.1 Storm Water Management. Storm, surface, nuisance, or other waters may be encountered at various times during the Services. Consultant hereby acknowledges that it has investigated the risk arising from such waters, and assumes any and all risks and liabilities arising therefrom.

3.2.12.2 Compliance with Water Quality Laws, Ordinances and Regulations. Consultant shall keep itself and all subcontractors, staff, and employees fully informed of and in compliance with all local, state and federal laws, rules and regulations that may impact, or be implicated by the performance of the Services including, without limitation, all applicable provisions of the City’s ordinances regulating water quality and storm water; the Federal Water Pollution Control Act (33 U.S.C. § 1251, et seq.); the California Porter-Cologne Water Quality Control Act (Water Code § 13000 et seq.); and any and all regulations, policies, or permits issued pursuant to any such authority. Consultant must additionally comply with the lawful requirements of the City, and any other DocuSign Envelope ID: CFB7A706-D0B2-448D-91AC-4BE4CAD63004 Item: 11
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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 8 municipality, drainage district, or other local agency with jurisdiction over the location where the Services are to be conducted, regulating water quality and storm water discharges.

3.2.12.3 Compliance with DAMP and LIP. In addition to compliance with the laws, ordinances and regulations listed in Section 3.2.12.2 of this Agreement, Consultant must comply with all applicable requirements of the Orange County Drainage Area Management Plan (“DAMP”), the City of Lake Forest Local Implementation Plan (“LIP”) and the applicable Water Quality Management Plan (“WQMP”). The DAMP contains requirements related to design and construction of public projects. Consultant must be familiar the DAMP, and the LIP and comply with the requirements as specified therein.

A copy of the DAMP is available on the internet at:
http://www.ocwatersheds.com/documents/damp/mapplan
A copy of the LIP is available on the internet at:
http://www.lakeforestca.gov/296/Local-Implementation-Plan-LIP

3.2.12.4 Standard of Care. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the work assigned to them without impacting water quality in violation of the laws, regulations and policies described in Sections 3.2.12.2 and 3.2.12.3 of this Agreement. Consultant further warrants that it, its employees and subcontractors have or will receive adequate training, as determined by the City, regarding these requirements as they may relate to the Services.

3.2.12.5 Liability for Non-compliance.
(A) Indemnity: Failure to comply with laws, regulations, and ordinances listed in Sections 3.2.12.2 and 3.2.12.3 of this Agreement is a violation of federal and state law. Notwithstanding any other indemnity contained in this Agreement, Consultant agrees to indemnify and hold harmless the City, its officials, officers, agents, employees and authorized volunteers from and against any and all claims, demands, losses or liabilities of any kind or nature which the City, its officials, officers, agents, employees and authorized volunteers may sustain or incur for noncompliance with the laws, regulations, and ordinances listed above, arising out of or in connection with the Services, except for liability resulting from the sole established negligence, willful misconduct or active negligence of the City, its officials, officers, agents, employees or authorized volunteers. (B) Defense: City reserves the right to defend any enforcement action or civil action brought against the City for Consultant’s failure to comply with any applicable water quality law, regulation, or policy. Consultant hereby agrees to be bound by, and to reimburse the City for the costs associated with, any settlement reached between the City and the relevant enforcement entity. (C) Damages: City may seek damages from Consultant for delay in completing the Services caused by Consultant’s failure to comply with the laws, regulations and policies described in Sections 3.2.12.2 and 3.2.12.3 of this Agreement, or any other relevant water quality law, regulation, or policy. regulation, or policy.

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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 9 3.3. Fees and Payments.

3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "C" attached hereto and incorporated herein by reference. The total compensation shall not exceed THREE HUNDRED THIRTY-EIGHT THOUSAND NINE HUNDRED AND FOUR DOLLARS ($338,904.00) without written approval of the City Council or City Manager as applicable. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement.

3.3.2 Payment of Compensation. Consultant shall submit to City a monthly invoice which indicates work completed and hours of Services rendered by Consultant. The invoice shall describe the amount of Services provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the invoice. City shall, within 30 days of receiving such invoice, review the invoice and pay all non-disputed and approved charges thereon. If the City disputes any of Consultant's fees, the City shall give written notice to Consultant within thirty (30) days of receipt of an invoice of any disputed fees set forth therein.

3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City, or included in Exhibit "C" of this Agreement.

3.3.4 Extra Work. At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the Parties did not reasonably anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work without written authorization from the City.

3.3.5 Rate Increases. In the event that this Agreement is renewed pursuant to Section 3.1.2, the rate set forth in Exhibit “C” may be adjusted each year at the time of renewal as set forth in Exhibit “C.”

3.4. Labor Code Requirements.

3.4.1 Prevailing Wages. Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and since the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant's principal place of business and at the project site. It is the intent of the parties to effectuate the requirements of sections 1771, 1774, 1775, 1776, 1777.5, 1813, and 1815 of the Labor Code within this Agreement, and Consultant shall therefore comply with such Labor Code sections to the fullest extent required by law. Consultant shall defend, indemnify and hold the City, its officials, officers, employees, DocuSign Envelope ID: CFB7A706-D0B2-448D-91AC-4BE4CAD63004 Item: 11
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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 10 agents, and volunteers free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.

3.4.2 Registration. If the Services are being performed as part of an applicable “public works” or “maintenance” project, in addition to the foregoing, then pursuant to Labor Code sections 1725.5 and 1771.1, the Consultant and all subconsultants must be registered with the Department of Industrial Relations (“DIR”). Consultant shall maintain registration for the duration of the project and require the same of any subconsultants. This project may also be subject to compliance monitoring and enforcement by the DIR. It shall be Contractor’s sole responsibility to comply with all applicable registration and labor compliance requirements, including the submission of payroll records directly to the DIR.

3.5. Accounting Records.

3.5.1 Maintenance and Inspection. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement.

3.6. General Provisions.

3.6.1 Termination of Agreement.

3.6.1.1 Grounds for Termination. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause.

3.6.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request.

3.6.1.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated.

3.6.1.4 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose:

Consultant: Z&K Consultants, Inc.
17130 Van Buren Blvd, Suite 122
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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 11 Riverside, CA 92504
ATTN: Crystal Fraire, President
City: City of Lake Forest
100 Civic Center Drive
Lake Forest, CA 92630
ATTN: City Clerk
Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.

3.6.2 Ownership of Materials and Confidentiality.

3.6.2.1 Documents & Data; Licensing of Intellectual Property. This Agreement creates a non exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subconsultants to agree in writing that City is granted a non exclusive and perpetual license for any Documents & Data the subconsultant prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents & Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk.

3.6.2.2 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents & Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City.

3.6.2.3 Confidential Information. The City shall refrain from releasing Consultant’s proprietary information ("Proprietary Information") unless the City's legal counsel determines that the release of the Proprietary Information is required by the California Public Records Act or other applicable state or federal law, or order of a court of competent jurisdiction, in which case the City shall notify Consultant of its intention to release Proprietary Information. Consultant shall have five (5) DocuSign Envelope ID: CFB7A706-D0B2-448D-91AC-4BE4CAD63004 Item: 11
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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 12 working days after receipt of the Release Notice to give City written notice of Consultant's objection to the City's release of Proprietary Information. Consultant shall indemnify, defend and hold harmless the City, and its officers, directors, employees, and agents from and against all liability, loss, cost or expense (including attorney’s fees) arising out of a legal action brought to compel the release of Proprietary Information. City shall not release the Proprietary Information after receipt of the Objection Notice unless either: (1) Consultant fails to fully indemnify, defend (with City's choice of legal counsel), and hold City harmless from any legal action brought to compel such release; and/or (2) a final and non- appealable order by a court of competent jurisdiction requires that City release such information.

3.6.3 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement.

3.6.4 Attorney's Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reason¬able attorney's fees and all other costs of such action.

3.6.5 Indemnification.

To the fullest extent permitted by law, Consultant shall defend (with counsel of City’s choosing), indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant's Services, the Project or this Agreement, including without limitation the payment of all damages, expert witness fees and attorneys fees and other related costs and expenses. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the Consultant or the City, its officials, officers, employees, agents or volunteers.

If Consultant’s obligation to defend, indemnify, and/or hold harmless arises out of Consultant’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant’s liability for such claim, including the cost to defend, shall not exceed the Consultant’s proportionate percentage of fault.

3.6.6 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties.

3.6.7 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Orange County.

3.6.8 Time of Essence. Time is of the essence for each and every provision of this Agreement.

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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 13 3.6.9 City's Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project.

3.6.10 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties.

3.6.11 Assignment or Transfer. Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer.

3.6.12 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subconsultants of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.

3.6.13 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.

3.6.14 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise.

3.6.15 No Third-Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties.

3.6.16 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

3.6.17 Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant¬, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

3.6.18 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subconsultant, employee or applicant for employment DocuSign Envelope ID: CFB7A706-D0B2-448D-91AC-4BE4CAD63004 Item: 11
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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 14 because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted.

3.6.19 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require 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 agrees to comply with such provisions before commencing the performance of the Services.

3.6.20 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party.

3.6.21 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.

3.7. Subcontracting.

3.7.1 Prior Approval Required. Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement.

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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 15 4. SIGNATURES.

4.1. SIGNATURES.

CITY OF LAKE FOREST Z&K Consultants, Inc.

By: [AUTHORIZED CITY SIGNATURE]

Mark Tettemer
Mayor
By: [VENDOR SIGNATURE 1]

Crystal Fraire, President
President
[If Corporation, TWO SIGNATURES,
President OR Vice President AND Secretary
OR Treasurer REQUIRED]
ATTEST:

By: [CITY CLERK SIGNATURE]

Lisa Berglund
City Clerk
By: [VENDOR SIGNATURE 2]

Jasmine Faqih, Secretary
Secretary (Corporation or LLC)
APPROVED AS TO FORM:

By: [CITY ATTORNEY SIGNATURE]

Best Best & Krieger LLP
City Attorney

[CONTRACT ADMINISTRATOR APPROVAL]
[PROJECT MANAGER APPROVAL]
[CITY CLERK - INSURANCE APPROVAL]
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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 16 5. EXHIBIT "A" SCOPE OF SERVICES

5.1. EXHIBIT "A" SCOPE OF MAINTENANCE SERVICES
Consultant shall provide the following Contract Administration and Contract Inspection Consulting Services relative to the City's Contract Administration and Contract Inspection (CA/CI) Services for Various LFTM Projects and Arterial Median Project project.

CONTRACT ADMINISTRATION:

A. Assist the City in securing bids, preparing necessary addenda, answering bidders’ questions, providing analysis of bid results, and furnishing a recommendation on the award of construction contracts. | The Z&K Team will assist the City throughout the bidding process for each project. Z&K may perform a prequalification evaluation of bidders to ensure the contractors comply with the City’s requirements and have the necessary experience and resources to complete the projects on time and within budget. Z&K will act as an extension of City staff to answer any questions the bidders and to provide responses in a timely manner. Z&K will review the bids for completeness and responsiveness on behalf of the City. Z&K will confirm that all required documents, including acknowledgements of all addendums, were submitted; verify that the scope of work proposed was in accordance with the RFP; obtain certificates of insurance; verify via the California Contractor’s State License Board web site and/or office that the Contractor’s licenses are current and active; ensure bid bond surety coverage; ensure performance bond coverage; tabulate and check the bids for mathematical errors; ensure “New Vendor Packet” requirements have been satisfies; and contact the listed client references. Z&K will verify that all subcontractors have a valid business license.

Z&K will submit a completed set of bid assessment forms, including the Contractor License check, bid bond surety check and contractor reference inquiry forms. Z&K will manage any formal protests that are received. At the completion of the bid analysis, Z&K will make a recommendation for the successful bidder. Z&K will coordinate with the contractor for the award of contract per the City’s contract requirements and prepare a staff report to recommend the award of a Construction Contract.

B. Prepare special concerns to be presented at preconstruction conference. Determine requirements, and identify any necessary permits from City, various utility companies, state and federal agencies as required to construct and operate the improvements for all projects up-front prior to preconstruction conference. Prior to commencement of construction, assist the City in preparing a notice to utilities identifying the impact of the project on their utilities and for any relocation required. | Prior to the preconstruction conference, Z&K will prepare a list of special concerns and critical items that may require additional coordination throughout the project, including any necessary permits. The Z&K Team will provide ongoing coordination with public utilities to resolve any construction questions or conflicts, and to avoid any potential delays or additional costs to the project. Any conflicts with utilities will be reported to the utility company and Z&K will work to coordinate the relocation or removal of the utility.

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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 17 The resolution will be reported to the City. Our team will ensure that the Contractor is aware of all existing underground utilities by ensuring that Dig Alert tickets are current and up to date prior to excavation. We will keep track of hazardous and non-hazardous and conflicting utilities during our regular progress meetings. Additionally, we will communicate with utilities early since various of utilities may need to be adjusted by the Owner and require utility coordination.

C. Hold preconstruction conference, present special project requirements, and prepare minutes.

This will include the preparation of an agenda and reviewing/commenting on the Contractor’s schedule, including an Initial 4- week look-ahead schedule. | Z&K will schedule, coordinate, and conduct a pre-construction conference with the City, affected agencies, and the Contractor, as well as the design engineer, utilities and other agencies. An agenda will be prepared in advance to notify attendees of key items for discussion. At the pre-construction conference, we will discuss special contract and/or concerns, and establish the protocol to be used throughout the project. The meeting will highlight the contractor’s responsibility for items such as order of work, permit and environmental agreements, safety and access, progress pay requests, labor compliance, submittals, RFIs, CCOs, quality control, materials certification, schedule updates, and weekly meetings. Z&K will review the baseline schedule and verify that it meets all the required information prior to issuing the Notice to Proceed to the Contractor. Z&K will prepare and promptly distribute meeting minutes to all attendees.

D. Provide contract administration for proper enforcement of the contract plans and specifications. This will include, but is not limited to, assisting the City in reviewing bonds and insurance to verify compliance with specifications, verifying that the contractor has obtained all the required permits for the construction of the project, reviewing submitted certified payroll records (CPRs) for compliance with the applicable wage rates. | Z&K will implement the cloud-based project administration/document control system. Z&K will be responsible for all contract administration duties such as coordinating weekly site meetings with the contractor and city staff and prepare and distribute meeting summaries. Z&K will review the contractor’s work for compliance with contract and environmental documents. Z&K will perform labor compliance tasks as needed, including verifying certified payroll reports, DBE utilization, subcontractor utilization, and labor interviews. Z&K will review the contractor’s submittals for compliance with contract documents. Z&K will also review the contractor’s RFIs and either provide information from contract documents or route the request to the Design Engineer for resolution. Z&K will review the contractor’s pay requests and recommendations to the City as to the acceptability of the requests. The Z&K Team will also review the contractor’s and subcontractor’s submitted certified payroll records for compliance with the applicable prevailing wage rates.

E. Provide engineering support, as needed, to make as-built revisions to the original plans. | Mr.

Zack Faqih, PE will serve as the Senior Project Manager/Construction Manager for this contract and will be responsible for providing engineering support throughout the project. His DocuSign Envelope ID: CFB7A706-D0B2-448D-91AC-4BE4CAD63004 Item: 11
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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 18 responsibilities will include monitoring the maintenance of the Project Record Drawings and the final preparation of the as-built drawings upon project completion. Z&K will monitor any changes and create redlines on as-built drawings and coordinate the as-built plans with the City and Design Engineer. We will manage the Design Engineer’s performance on the as-built drawings and check the project record drawings prior to transferring to the City.

F. Provide the necessary consulting services required to coordinate the efforts between the City and Contractor. Maintain a correspondence, information, and document tracking system to ensure that correspondence requiring responses, requests, and submittals are answered in a timely manner and that project files are maintained in an orderly manner. | At the pre- construction conference , Z&K will establish coordination and a line of communication to be used among participants throughout the project. Our Construction Manager, Zack Faqih, PE will serve as the City of Lake Forest’s representative in charge of project communication and coordination with Z&K, City staff, the design engineer, and the contractor throughout the construction phase. Z&K will document all necessary communications throughout the project and will ensure that all questions and inquiries are fulfilled in a timely manner. The emphasis on project communication continues throughout the project with the weekly construction meetings. At each weekly meeting, all ongoing issues will be reviewed and discussed.

All project stakeholders will be invited to the weekly meeting. An agenda of meeting topics will be distributed in advance and include items such as safety, old business, updated progress of the work, request for information (RFIs), submittals, testing and inspection reports, non-conformance notices, contract issues, procedures, environmental monitoring, change orders (COs), look-ahead schedule for upcoming work, pay requests, and so forth. Unresolved issues will be carried over to the next week’s meeting until a final resolution is obtained. Z&K will prepare and promptly distribute meeting minutes to all participants.

G. Administer, review and track Requests for Information (RFI’s), Requests for Clarifications (RFC’s), and shop drawings. | As part of its Quality Assurance program, Z&K will coordinate and ensure prompt processing and an efficient turnaround time for contractor requests for interpretation (RFIs) of the plans and/or specifications to ensure that the project is kept on schedule. Quality assurance includes quality of the constructed work as well as the quality of the Contractor’s document processes (such as RFIs, RFCs, shop drawing submittals, contract schedule adjustments, change orders, payment requests, etc.). The Z&K CM will take a proactive approach with the Contractor and the Design Engineer to ensure the quality of the RFI process is maintained. Z&K regularly performs internal audits of its field operations to ensure the proper implementation of procedures for Z&K’s quality assurance program.

Z&K will log, track, manage the distribution, and ensure timely review of all submittals and RFIs. The log will identify each submittal and resubmittal, the date received, when the submittal, is returned to the contractor, the action required, and other pertinent information. We will coordinate with the Design Engineer for their review of technical submittals and RFIs and any required design revisions. Z&K will DocuSign Envelope ID: CFB7A706-D0B2-448D-91AC-4BE4CAD63004 Item: 11
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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 19 coordinate the review of shop and working drawings submitted by the Contractor for compliance.

Submittal and RFI reviews will be prompt and normally will not exceed two weeks.

H. Review and recommend approval of progress payment requests to City. Prior to the Notice to Proceed, the contractor will submit for approval by the City a schedule of values for all lump sum items. The consultant’s construction management staff and contractor shall meet after the agreed upon cut-off date to review and verify quantities of work completed this period.

Once agreed upon, the contractor shall submit an invoice for work completed. The consultant shall then initiate the progress pay procedures. | The Z&K staff bring a detailed understanding of the City processes for administering Contractor progress payments per the City’s standards & procedures. We will work closely under the direction of the City and with the contractor to verify that the contractor’s payments are processed, provide recommendations, and ensure they are executed promptly by the contract documents and City’s procedures. Z&K will reconcile the work done with the pay requests.

Z&K will work with the Contractor on required corrections to the pay requests and ensure that they are in the format and forms required by the City. The pay requests will be submitted to the City with a statement that they have been reviewed. Z&K will keep accounts of all pay requests including amounts retained, dates submitted, dates paid, actual payments, changes in contract amounts, and any other pertinent information.

I. For Federally Funded projects, the work will be in accordance with Caltrans' Construction Oversight Information Notices (COIN) including No. 1: Keeping Adequate Construction Records; COIN No. 2: FHWA Risk Management Plan for Recovery Act Projects; COIN No. 3 Quality Assurance Program (QAP); COIN No. 4 Do Not Use Local Hiring Preferences; COIN No.10 Frequently Observed Deficiencies in Contract Administration; COIN No 11:

Administration of Contract Time, and any other applicable construction related COIN publications. | Z&K will ensure that the City has all necessary information to comply with the funding requirements. Our team is experienced in complying with funding reporting and filing requirements. We pay close attention to these requirements and deadlines so that project funding remains unaffected and so that file audits are conducted quickly and efficiently. Our team is also experienced in ensuring that project documents show compliance with DBE reporting requirements, DBE goals, and/or good faith effort documented. Proper Project documentation is key in any audits.

J. Attend meetings with the Contractor and Inspector at the site, as needed, to maintain continuity for control on overall progress of the work. | Z&K will schedule, coordinate, and conduct weekly construction meetings with City representatives, contractors, and other agencies related to the project. At each weekly meeting, all ongoing issues will be reviewed and discussed. All project stakeholders will be invited to the weekly meeting.

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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 20 An agenda of meeting topics will be distributed in advance and include items such as safety, old business, updated progress of the work, request for information (RFIs), submittals, testing and inspection reports, non-conformance notices, contract issues, procedures, environmental monitoring, change orders (COs), look-ahead schedule for upcoming work, pay requests, and so forth. Unresolved issues will be carried over to the next week’s meeting until a final resolution is obtained. Z&K will prepare and promptly distribute meeting minutes to all attendees.

K. Provide necessary coordination with other agencies, including submitting permit applications and other potential grant application documents and documentation as well. | Throughout the project, the inspectors will review permitting requirements, agency requirements, local regulations, and any other contract documents or plans to ensure the project’s compliance.

Inspectors will monitor and enforce construction noticing requirements. The Inspectors’ primary duties will be to inspect and verify all work in place meets the requirements of the contract plans and specifications, traffic control plans, shop drawings, change orders, and O&M manuals as well as maintenance of project documentation. In addition to the construction activities, the project team must also review and enforce the requirements stipulated in the permits issued by any regulatory and environmental agencies involved in the project. Our team has extensive experience with working with the State Department of Fish and Wildlife, Department of Water Resources, and other state and federal agencies that may have input on the project.

L. Consult with City regarding disposition of Contract Change Orders (CCO’s) and Stop Notices.

All contract change orders must be issued by the City’s Project Manager or authorized representative. The consultant has no authority to issue Change Orders. Owner-initiated changes will be initiated by the City. The consultant shall negotiate and document cost increases or credits with the contractor and assess schedule impact. All Stop Notices must be immediately reported to the City’s Project Manager. | Z&K works proactively to eliminate or reduce project impacts from change orders. Z&K will provide first-line management of CCO administration including review and evaluation of CCO requests; independent estimates; project mitigation such as possible alternatives and negotiation as the City’s advocate; written approval from the City’s Construction Manager prior to approval of any extra work; investigation and inspection of site conditions that differ from those described in the contract documents; schedule impact and analysis and verification; recommendations to the project Owner on acceptance; impact mitigation; review of submittals in support, and recommendation for resolution, of claims and disputes; and verification of costs.

M. Perform a Constructability Review on the plans and specifications during the final design preparation. Verify bid item quantity take-off amounts, ensure bid schedules and pay applications fully account for all items to be constructed or provided by the contractor, and ensure engineering design standards provided by the City’s engineering design consultant meet current construction standards and methods. | The Z&K Team is aware that prompt constructability reviews and alternative construction methods allow for cost and schedule savings. Upon notice- to-proceed (NTP), the Z&K Team will conduct a thorough constructability DocuSign Envelope ID: CFB7A706-D0B2-448D-91AC-4BE4CAD63004 Item: 11
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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 21 review that will focus on anticipating issues in the field and resolve them through fast and flexible problem solving. This approach will result in timely completion of the work, claims avoidance, and the reduction of public inconvenience. Within a week after the constructability review is complete, the CM team will meet with the City and design team to discuss any comments before proceeding to the next phase.

N. Review the Contractor’s initial and updated construction schedules for compliance with the contract documents and verify that the schedules accurately represent the scope of work.

Monitor the overall project schedule and provide the City with monthly schedule progress reports. Prepare weekly statement of working days documenting the construction progress, time of completion, delays, and time extensions | The Team will review the Contractor’s critical path method schedule to monitor the project progress, define the critical path tasks, and provide, on a monthly basis, an update of accomplishments and projected project schedule goals for the following month. We will check the schedule for activities with start dates that did not begin during the review period. This proactive approach flags potential delay issues for further discussion. The Z&K Team has extensive experience in dealing with changes from unforeseen conditions, owner-initiated changes, and other types of delays. The Contractor will be required to submit a time impact analysis for any issue with the potential to delay the overall progress of the work. Z&K will mitigate the delay as the first course of action O. Assist the City in maintaining a good relationship with the public. Answer citizen inquiries and complaints for the City relating to the project. | Z&K will assist the City in forming and maintaining good relations with residents and businesses in surrounding neighborhood by providing community outreach and a contact person to manage public relations for the duration of the project. At a minimum, the Z&K team will establish and manage a construction 24-hour hotline (toll free number), website, and email address for project stakeholders, property owners, interested parties, and the general public to call with construction issues and concerns.

All calls and public complaints will be documented and investigated, and a monthly report will be provided to the City.

Z&K will manage and track public inquiries for the Contractor and for the City and will advise of any concerns and findings. Additionally, Z&K will develop a neighborhood affairs strategy for any property owners, businesses, and the general public that will be affected. This will include the preparation and distribution of information materials for the affected public, including fact sheets and project updates.

P. Coordinate the schedules and response of other City consultants or contractors (designers, surveyors, and materials testing laboratories) to ensure that the project proceeds on schedule. | The Z&K Team will maintain a master project schedule to include all completed and scheduled work. Z&K will provide updates on anticipated closure, detours, etc. The Team will also provide updates to the City on construction progress and any other pertinent project information. This update will show current conditions and revisions required by actual progress.

The monthly progress billing will be tied to the construction schedule.

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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 22 Work activities and material deliveries will be assigned the correct completion percentage by the Contractor. This will be reviewed by the Construction Inspector and discrepancies will be addressed. If necessary, the Contractor will revise and resubmit the schedule of values. This process ensures the Owner is accurately billed for the completed work monthly. Z&K will approve the monthly construction schedule, including activity sequences and durations, schedule of submittals, and schedule of delivery for products with long lead-time.

Q. Coordinate construction with adjacent businesses or residences to ensure that they are afforded access to their property at all times, and to enforce the working hour and noise restrictions provided in the specifications. | Z&K will coordinate construction and inform any adjacent businesses or residence through a community outreach program that will manage public relations for the duration of the project. We will verify that businesses and residents have been notified a minimum of 5 working days in advance of the commencement of construction activities, that access for vehicular and pedestrian traffic to business and residences impacted by the project have been coordinated. Z&K will ensure that the impact on adjacent businesses and residences is minimized, and that they are able to access their property at their leisure at all times.

At a minimum, the Z&K team will establish and manage a construction 24-hour hotline (toll free number), website, and email address for project stakeholders, property owners, interested parties, and the general public to call with construction issues and concerns. All calls and public complaints will be documented and investigated, and a monthly report will be provided to the City. Z&K will manage and track public inquiries for the Contractor and for the City and will advise of any concerns and findings.

Additionally, Z&K will develop a neighborhood affairs strategy for any property owners, businesses, and the general public that will be affected. This will include the preparation and distribution of information materials for the affected public, including fact sheets and project update R. Enforce the provisions of the specifications that require contractor to post or distribute public notices. Enforce the requirement for re-noticing when construction schedules change. | Our Construction Manager and Inspectors will ensure that the provisions of the specifications that require the contractor to post or distribute public notices is enforced. Our team will ensure that the public is notified of all aspects of the Project and will respond to any complaints. Our team will also enforce the requirement for re-noticing the public whenever the construction schedule changes.

S. Coordinate with public utilities and other public agencies to resolve construction questions, scheduling conflicts, or safety issues. | The Z&K Team will provide ongoing coordination with public utilities to resolve any construction questions or conflicts, and to avoid any potential delays or additional costs to the project. Any conflicts with utilities will be reported to the utility company and Z&K will work to coordinate the relocation or removal of the utility. The resolution will be reported to the City. Our team will ensure that the Contractor is aware of all existing underground utilities by ensuring that Dig Alert tickets are current and up to date prior to DocuSign Envelope ID: CFB7A706-D0B2-448D-91AC-4BE4CAD63004 Item: 11
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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 23 excavation. We will keep track of hazardous and non-hazardous and conflicting utilities during our regular progress meetings. Additionally, we will communicate with utilities early since various of utilities may need to be adjusted by the Owner and require utility coordination.

T. Coordinate with the contractor to ensure that Storm Water Pollution Prevention Plans, Water Quality control measures, and air pollution measures are effectively and consistently implemented. | The Z&K Inspectors understand the importance of compliance of environmental documentation and BMP’s, particularly when it comes to managing the Storm Water Pollution Prevention Plan (SWPPP). Our team includes QSD/Ps and inspectors fully knowledgeable regarding storm water BMP implementation and maintenance requirements. Our team is very knowledgeable in the development, implementation, and reporting requirements of a SWPPP.

The Contractor will be required to file a Notice of Intent (NOI) with the SWRCB and to develop a SWPPP.

Z&K will review the Contractor’s compliance with stormwater regulations and SWPPP. We will monitor the contractor for compliance and confirm that required sampling takes place during rain events and required reports are filed into SMARTS. We will review the contractor’s compliance with regulatory permits, mitigation measures, storm water regulations, and the SWPPP. Z&K will notify the Contractor immediately is control measures are not installed correctly and will oversee a prompt correction. We will be available to assist with the document review, uploading the document to the SMARTS system, obtaining a WDID number, and the implementation of the plan.

U. At the completion of the project, coordinate inspection of the work to determine if any work is incomplete. Prepare a punch list of the incomplete work and provide to the Contractor and City. Coordinate subsequent inspections to confirm that incomplete work has been completed satisfactorily. | Our Construction Manager will take a proactive approach at processing close- out documentation by preparing a final punch list of items, which typically include guarantees/warranties, subcontractor liens, retention, and final acceptance/certificates of completion, orderly transfer of key records and documents, resolution of outstanding issues, final payment preparation and processing along with final acceptance or record drawings. Z&K will verify the completion of the final punch list when the contractor has certified and demonstrated the work is substantially complete.

V. At the completion of the project, turn over all documents including final redline as-builts. A final project report will be prepared summarizing the project and performance of the contractor. | Upon completion of the project and all items on the final punch-list (including all warranties, guarantees, and operation and maintenance manuals, in addition to subcontractor liens, retention, and final acceptance/certificates of completion), Z&K will provide the City with both hard and electronic copies of project documentation. Z&K will conduct a final inspection and walk-through including City staff, Contractor, maintenance/service personnel, and project architect/design consultant. Z&K will calculate the amount of final payment due to the prime Contractor and prepare the proposed final estimate. Z&K will also review and process the release of retention. Z&K will obtain evidence of certification of the release of all liens and stop DocuSign Envelope ID: CFB7A706-D0B2-448D-91AC-4BE4CAD63004 Item: 11
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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 24 notices. Z&K will obtain certification of delivery of record drawings to the City and design engineer. Z&K will advise the City when the Notice of Completion (NOC) should be filed.

CONSTRUCTION INSPECTION:

1. Provide daily field observation during construction monitoring the general progress of the work to determine if the work is proceeding in accordance with the contract documents. | Z&K has carefully selected this "A-Team" and committed our most qualified Inspectors for the duration of the contract to deliver a successful project, including full-time public works inspectors. The Z&K Inspectors have the knowledge, skill, and experience to inspect all the anticipated construction operations for this contract and will be on site daily to monitor and document daily progress of the contractor and verify that all work in place is compliant with the project plans and specifications, as well as any Traffic Control, Cal-OSHA, Outside Agency Permits, Standard Plans, and other public right-of-way requirements needed for the project.

Throughout the project, the inspectors will review contract documents, plans, and permits.

Inspectors will monitor and enforce construction noticing requirements.

The Z&K Inspectors will use their expertise to provide field conflict resolutions. The Inspectors’ primary duties will be to inspect and verify all work in place meets the requirements of the contract plans and specifications, traffic control plans, shop drawings, change orders, and O&M manuals as well as maintenance of project documentation.

2. Inspect the location, line, grade of the facilities that are constructed. | Our experienced inspectors will inspect the location, line, and grade of the facilities that are constructed throughout the duration of the project. Our Senior Construction Inspectors are Certified Building Officials and ICC Certified. They will ensure that the facilities are constructed per the plans and specifications.

3. Maintain accurate records of the quantities of materials that are constructed. | The Z&K Inspectors will complete daily reports to include accurate records of the quantities of materials that are constructed. These will be uploaded to the Project’s document management system and used to review the contractor’s invoice at the end of each month.

4. Maintain accurate records of the project schedule, days worked by contractor, and working days lost to weather or similar delays. | The Z&K Team will review and monitor the Contractor’s schedule, in addition to a master project schedule to include all completed and scheduled construction work, as well as any delays in construction or working days lost to weather or other unexpected conditions. Z&K will regularly update this schedule to reflect construction progress and provide updates on anticipated closure, detours, etc. The Team will also provide updates to the City on any other pertinent project information affecting the construction schedule.

DocuSign Envelope ID: CFB7A706-D0B2-448D-91AC-4BE4CAD63004 Item: 11
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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 25 The monthly progress billing will be tied to the construction schedule. Work activities and material deliveries will be assigned the correct completion percentage by the Contractor. This will be reviewed by the Construction Inspector and discrepancies will be addressed. If necessary, the Contractor will revise and resubmit the schedule of values. This process ensures the Owner is accurately billed for the completed work on a monthly basis. Z&K will approve the monthly construction schedule, including activity sequences and durations, schedule of submittals, and schedule of delivery for products with long lead-time.

1. Maintain accurate records of the equipment on the job; and the idle or working time of the equipment. | Z&K proposed staff will complete daily reports, including records of equipment on the job, idle or working time of the equipment, crews/personnel, and photos (before, during and after construction). The Construction Manager will review the inspectors’ daily reports and provide copies to the City upon project completion.

2. Maintain accurate records or accidents or claims that are related to the construction. | The Construction/Project Manager will perform on-going review throughout the project to avoid any potential claims. If claims arise, the Construction Manager will work with the City and Contractor to find the best solution to resolve any claims in a timely manner. The Z&K Construction Manager and Inspection staff bring a detailed understanding of the City processes for administering Contract Change Orders per City’s standards & procedures. We will work closely under the direction of the City’s Construction Manager with the contractor to verify that change orders are processed and executed promptly by the contract documents and City’s procedures. Inspectors will verify all work performed under time and materials, including equipment, contractor crew, and field measurements quantities.

3. For Federally Funded projects, the work will be in accordance with Caltrans' Construction Oversight Information Notices (COIN) including No. 1: Keeping Adequate Construction Records; COIN No. 2: FHWA Risk Management Plan for Recovery Act Projects; COIN No. 3 Quality Assurance Program (QAP); COIN No. 4 Do Not Use Local Hiring Preferences; COIN No.10 Frequently Observed Deficiencies in Contract Administration; COIN No 11:

Administration of Contract Time, and any other applicable construction related COIN publications. | Z&K will ensure that the City has all necessary information to comply with the funding requirements. Our team is experienced in complying with funding reporting and filing requirements. We pay close attention to these requirements and deadlines so that project funding remains unaffected and so that file audits are conducted quickly and efficiently. Our team is also experienced in ensuring that project documents show compliance with DBE reporting requirements, DBE goals, and/or good faith effort documented. Proper Project documentation is key in any audits.

4. Coordinate contractor requests for interpretation of the plans and/or specifications in a manner that will document the resolution of questions and keep the project on schedule. | As part of its Quality Assurance program, Z&K will coordinate and ensure prompt processing and an efficient turnaround time for contractor requests for interpretation (RFIs) DocuSign Envelope ID: CFB7A706-D0B2-448D-91AC-4BE4CAD63004 Item: 11
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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 26 of the plans and/or specifications to ensure that the project is kept on schedule. Quality assurance includes quality of the constructed work as well as the quality of the Contractor’s document processes. The Z&K CM will take a proactive approach with the Contractor and the Design Engineer to ensure the quality of the RFI process is maintained. Z&K regularly performs internal audits of its field operations to ensure the proper implementation of procedures for Z&K’s quality assurance program.

Z&K will log, track, manage the distribution, and ensure timely review of all submittals and RFIs. The log will identify each submittal and resubmittal, the date received, when the submittal, is returned to the contractor, the action required, and other pertinent information. We will coordinate with the Design Engineer for their review of technical submittals and RFIs and any required design revisions. Z&K will coordinate the review of shop and working drawings submitted by the Contractor for compliance.

Submittal and RFI reviews will be prompt.

1. As required by the project specifications or funding conduct labor compliance interviews. | For projects with specifications or funding requiring labor compliance, Z&K will conduct weekly field interviews at the job site with each labor trade to verify that prevailing wages and fringe benefits follow applicable laws and certified payroll reports submitted by the contractor and/or subcontractors. Z&K will file and submit verification of any findings from the labor compliance interviews to the City along with monthly progress payment reports and certified payroll reports. The City will be immediately informed of any discrepancies or labor compliance violations discovered during field interviews.

2. Review and monitor all traffic control and public safety plans for compliance with all safety laws and regulations. Review all detour, lane closures, temporary access, signing, delineation, and traffic control plans. The inspector will enforce traffic control safety requirements in and around construction zones. | Z&K Inspectors have experience with performing traffic control on construction sites and understand the importance it has on project safety. Inspectors will regularly review traffic control equipment and oversee personnel as required by the project. Z&K will monitor all traffic control activities to ensure they are performed at the standards set by the Work Area Traffic Control Handbook (WATCH) Manual, and that ensure that all traffic control equipment is compliant with the Manual of Uniform Traffic Control Devices (MUTCD).

Inspectors will provide oversight for lane closures, traffic congestion monitoring and analysis, ensure and provide the contractor and resident engineer with traffic relief recommendations and potential alternate routes, if at all possible. Z&K inspectors will ensure the traveling public’s safety and prevent any unreasonable delay by verifying minimum lane widths and continuous and safe access for vehicles and pedestrians.

1. Review pedestrian and handicap facilities potentially impacted by the project to ensure that pedestrian traffic and accessible traffic is safely and reasonably afforded access DocuSign Envelope ID: CFB7A706-D0B2-448D-91AC-4BE4CAD63004 Item: 11
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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 27 through the project. | Throughout project construction, Z&K will ensure that residents and businesses surrounding the project are informed of upcoming construction, and that all pedestrian and handicap facilities in the vicinity are continuously accessible to pedestrians and the traveling public. We will verify that businesses and residents have been notified a minimum of 5 working days in advance of the commencement of construction activities, that access for vehicular and pedestrian traffic to business and residences impacted by the project have been coordinated, that community questions and complaints related to the project are documented and reported at the progress meetings. Z&K will ensure that project phasing is followed for lowest impact to businesses and public.

2. Through independent inspections ensure that the contractor maintains traffic control, pedestrian access, and storm runoff at all times (during weekends, holidays, and storms). | Z& The team will ensure that independent inspections of traffic control measures, pedestrian and vehicular access, and storm runoff measures are enforced during all construction hours, including weekends, holidays, and in the event of storms. Inspectors will regularly review traffic control equipment and oversee personnel as required by the project.

Z&K will monitor all traffic control activities to ensure they are performed at the standards set by the Work Area Traffic Control Handbook (WATCH) Manual, and that ensure that all traffic control equipment is compliant with the Manual of Uniform Traffic Control Devices (MUTCD). Inspectors will provide oversight for lane closures, traffic congestion monitoring and analysis, ensure and provide the contractor and resident engineer with traffic relief recommendations and potential alternate routes, if at all possible. Throughout any traffic control procedures, Z&K inspectors will ensure the traveling public’s safety and prevent any unreasonable delay by verifying minimum lane widths and continuous and safe access for vehicles and pedestrians.

3. Ensure that the contractor protects its worksite from pedestrians and motorists at all times and nighttime traffic controls are secured at the end of each work day. Whenever trench plates are used on the roadway, the inspector shall ensure that the trench plates are properly ramped and secured to the pavement at the end of each workday. | Z&K Inspectors will enforce all required traffic control measures and ensure that the contractor has appropriately secured the construction site from pedestrians and motorists before the end of each workday. In the event that the use of trench plates is required, Z&K inspectors will ensure that said trench plates are properly ramped and secured by the Contractor before the end of each workday. This will be documented in the inspector’s daily logs.

Inspectors will regularly review traffic control equipment and oversee personnel as required by the project.

Throughout any traffic control procedures, Z&K inspectors will ensure the traveling public’s safety and prevent any unreasonable delay or safety violations by verifying that procedures are compliant with the Work Area Traffic Control Handbook (WATCH) Manual, and that ensure that all traffic control equipment is compliant with the Manual of Uniform Traffic Control Devices (MUTCD).

DocuSign Envelope ID: CFB7A706-D0B2-448D-91AC-4BE4CAD63004 Item: 11
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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 28 1. Enforce water quality best management practices, storm water pollution prevention plans, and water quality management plans at all times. | Z&K Inspectors will enforce water quality best management practices and SWPPP throughout all phases of the project.

Z&K understand the importance of managing the Storm Water Pollution Prevention Plan (SWPPP). Our team includes QSD/Ps and inspectors fully knowledgeable regarding storm water BMP implementation and maintenance requirements. Our team is very knowledgeable in the development, implementation, and reporting requirements of a SWPPP. The Contractor will be required to file a Notice of Intent (NOI) with the SWRCB and to develop a SWPPP. We will monitor the contractor for compliance and confirm that required sampling takes place during rain events and required reports are filed into SMARTS. We will review the contractor’s compliance with regulatory permits, mitigation measures, storm water regulations, and the SWPPP.

Z&K will notify the Contractor immediately if control measures are not installed correctly and will oversee a prompt correction. We will be available to assist with the document review, uploading the document to the SMARTS system, obtaining a WDID number, and implementation of the plan.

2. Meet with Contractor at the beginning of each workday and review proposed work plans, including specific details that may affect progress. | Z&K Inspectors will meet with the Contractor at the beginning of each workday and review the proposed work plans, including specific details that may affect progress. They will relay this information to the rest of the team and inform the City of any important construction activities or areas of concern.

3. Review actual Contractor performance throughout working days and discuss discrepancies with the Contractor as they occur. | Z&K Inspectors have the knowledge, skill, and experience to inspect all the anticipated construction operations for this contract.

Throughout the project, the inspectors will review contract documents, plans, and permits.

Inspectors will monitor and enforce construction noticing requirements. The Z&K Inspectors will use their expertise to provide field conflict resolutions. The Inspectors’ primary duties will be to inspect and verify all work in place meets the requirements of the contract plans and specifications, traffic control plans, shop drawings, change orders, and O&M.

Z&K will verify that all work conforms with the requirements and identify any issues of non-compliance with the applicable codes. Inspectors will meet with the project design team, City’s consultants, and City staff to work out any problems and resolve issues quickly and efficiently. The Team will make recommendations to the City for any required special inspection or testing of work not in compliance with the provisions of the contract documents. Z&K understands that all work is subject to review by the City and that the City may reject any work that does not conform to the requirements of the contract documents.

1. Maintain copies of all permits needed to construct the project and enforce all special requirements of each permit. | The Z&K team is considered a leader in permit compliance DocuSign Envelope ID: CFB7A706-D0B2-448D-91AC-4BE4CAD63004 Item: 11
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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 29 and will regularly verify that all permits needed to construct the project are in order and enforced throughout the project. Compliance is a key issue on all construction projects, and all Z&K employees are trained internally, particularly in the areas associated with new permit regulations. Additionally, many Z&K employees hold QSD/QSP certificates. Z&K will review the contractor’s compliance with permit requirements, including all building permits, special permits, permits with agencies and utilities, encroachment permits, and NPDES permit. The team will ensure that all applicable fees have been paid and all approvals for jurisdictions over the Project have been obtained.

2. Assist City in maintaining good relations with residents and businesses in the surrounding neighborhood. Respond to citizen complaints and inquiries regarding the project and ensure residents impacted by construction are informed of the project’s progress and potential impacts. | Z&K will assist the City in forming and maintaining good relations with residents and businesses in surrounding neighborhood by providing community outreach and a contact person to manage public relations for the duration of the project. At a minimum, the Z&K team will establish and manage a construction 24-hour hotline (toll free number), website, and email address for project stakeholders, property owners, interested parties, and the general public to call with construction issues and concerns. All calls and public complaints will be documented and investigated, and a monthly report will be provided to the City. Z&K will manage and track public inquiries for the Contractor and for the City and will advise of any concerns and findings. Additionally, Z&K will develop a neighborhood affairs strategy for any property owners, businesses, and the general public that will be affected. This will include the preparation and distribution of information materials for the affected public, including fact sheets and project updates.

3. Review construction schedules and enforce requirements for updating schedules and maintaining appropriate progress of the work. | The Z&K Team will maintain a master project schedule to include all completed and scheduled construction work. Z&K will regularly update this schedule to reflect construction progress and provide updates on anticipated closure, detours, etc. The Team will also provide updates to the City on any other pertinent project information affecting the construction schedule. This update will show current conditions and revisions required by actual progress. The monthly progress billing will be tied to the construction schedule. Work activities and material deliveries will be assigned the correct completion percentage by the Contractor. This will be reviewed by the Construction Inspector and discrepancies will be addressed. If necessary, the Contractor will revise and resubmit the schedule of values. This process ensures the Owner is accurately billed for the completed work on a monthly basis. Z&K will approve the monthly construction schedule, including activity sequences and durations, schedule of submittals, and schedule of delivery for products with long lead-time.

4. Evaluate work in progress and give a weekly status report to the City for the City’s use in determining any effect of scheduling delays and any needed enforcement or corrective DocuSign Envelope ID: CFB7A706-D0B2-448D-91AC-4BE4CAD63004 Item: 11
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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 30 action. | The Z&K Team will review and monitor the Contractor’s schedule and evaluate work in progress each week. All findings that may require enforcement or corrective actions will be reported to the City for consideration. These weekly work in progress status updates will be reflected in the master project schedule. Z&K will regularly update this schedule to reflect construction progress and provide updates on anticipated closure, detours, etc. The Team will also provide updates to the City on any other pertinent project information affecting the construction schedule. This update will show current conditions and revisions required by actual progress.

5. Maintain field file bound workbooks during construction, including quantities constructed, daily and weekly reports, working-day reports, change order documentation, and other documentation and photographs. | The Z&K proposed staff will complete and maintain field file bound workbooks including daily, weekly, and monthly reports logging any working day reports, change order documentation, equipment on site, crews/personnel, and photographs (before, during and after construction).

A monthly Construction Manager progress report will include an overview of work accomplished during the previous month, an overview of work to be accomplished the following month, an updated schedule (based on the Contractor’s schedule of values), a list of problem areas, if any, and proposed corrective actions, and a bar graph comparing the monthly and cumulative invoiced amounts with the total authorized CM budget. These reports will be submitted to the City via email and/or hardcopy.

1. Review, evaluate, and discuss with the City all requests for changes of work, including costs involved, and prepare change orders. | Z&K works proactively to eliminate or reduce project impacts from change orders. Z&K will provide first-line management of CCO administration including review and evaluation of CCO requests; independent estimates; project mitigation such as possible alternatives and negotiation as the City’s advocate; written approval from the City’s Construction Manager prior to approval of any extra work; investigation and inspection of site conditions that differ from those described in the contract documents; schedule impact and analysis and verification; recommendations to the project Owner on acceptance; impact mitigation; review of submittals in support, and recommendation for resolution, of claims and disputes; and verification of costs.

2. Maintain detailed records of workers and hours, and equipment and materials utilized under force account change orders. | Our proposed staff has extensive documentation and filing experience. Our Inspectors know that a complete record of the project must include a full set of all contract drawings, addenda, specifications, change orders, logs, submittals, and RFI’s. Filing will include correspondence with all stake holders and permit agencies, reports (daily, weekly, monthly) showing all day-to-day operations, the contractor's workforce, and equipment. In addition to the materials on hand, materials testing reports and sampling, copies of all permits, SWPPP plan, all reports, updates, and all other contract documents DocuSign Envelope ID: CFB7A706-D0B2-448D-91AC-4BE4CAD63004 Item: 11
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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 31 related to the construction of the project will be documented. Our internal QA/QC process is simple and does not require additional time demands of the City. Routinely, our Construction Manager or Inspectors will conduct independent reviews of the project records for their adherence to the required policies and procedures. Z&K will coordinate preparation of the as-built plans with the Design Engineer.

3. Review and recommend approval of progress payments. | The Z&K staff bring a detailed understanding of the City processes for administering Contractor progress payments per the City’s standards & procedures. We will work closely under the direction of the City and with the contractor to verify that the contractor’s payments are processed, provide recommendations, and ensure they are executed promptly by the contract documents and City’s procedures. Z&K will reconcile the work done with the pay requests. Z&K will work with the Contractor on required corrections to the pay requests and ensure that they are in the format and forms required by the City. The pay requests will be submitted to the City with a statement that they have been reviewed. Z&K will keep accounts of all pay requests including amounts retained, dates submitted, dates paid, actual payments, changes in contract amounts, and any other pertinent information.

4. Recommend and schedule, with the City and applicable agencies, the final inspection. | Z&K will conduct a final inspection and walk-through including City staff, Contractor, maintenance/service personnel, and project architect/design consultant, and applicable agencies. Z&K will calculate the amount of final payment due to the prime Contractor and prepare the proposed final estimate. Z&K will also review and process the release of retention. Z&K will obtain evidence of certification of the release of all liens and stop notices. Z&K will obtain certification of delivery of record drawings to the City and design engineer. Z&K will advise the City when the Notice of Completion (NOC) should be filed. Z&K will prepare the final punch list when the contractor has certified and demonstrated the work is substantially complete. Our construction manager will take a proactive approach at processing close-out documentation including completion of final punch list items, guarantees/warranties, subcontractor liens, retention, and final acceptance/certificates of completion, orderly transfer of key records and documents, resolution of outstanding issues, final payment preparation and processing along with final acceptance or record drawings.

5. Provide a final report summarizing all issues for project closeout. The report will document final inspections and the final punch lists of items to be completed and verify that all items on the final punch lists have been completed or corrected. The consultant shall assist the City in following up on defective work performed by contractor covered by warranties. The contractor will provide a follow up report to City following final inspection stating that the installation of improvements was completed in accordance with the plans and specifications and provide necessary data for City acceptance of the project. | Z&K will provide the City with both hard and electronic copies of project documentation, including a DocuSign Envelope ID: CFB7A706-D0B2-448D-91AC-4BE4CAD63004 Item: 11
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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 32 report stating that the installation of all improvements required by the project have been completed in accordance with the plans and specifications. Z&K will calculate the amount of final payment due to the prime Contractor and prepare the proposed final estimate. Z&K will also review and process the release of retention. Z&K will obtain evidence of certification of the release of all liens and stop notices. Z&K will obtain certification of delivery of record drawings to the City and design engineer. Z&K will advise the City when the Notice of Completion (NOC) should be filed. Z&K will prepare the final punch list when the contractor has certified and demonstrated the work is substantially complete. Our construction manager will take a proactive approach at processing close-out documentation including completion of final punch list items, guarantees/warranties, subcontractor liens, retention, and final acceptance/certificates of completion, orderly transfer of key records and documents, resolution of outstanding issues, final payment preparation and processing along with final acceptance or record drawings. Z&K will also provide the City with necessary data needed for acceptance of the project, such as release of retention, certification of release of all liens and stop notices, certification of delivery of record drawings.

DocuSign Envelope ID: CFB7A706-D0B2-448D-91AC-4BE4CAD63004 Item: 11
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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 33 6. EXHIBIT "B" - SCHEDULE OF SERVICES

6.1. EXHIBIT "B" - SCHEDULE OF SERVICES
The Consultant shall provide the services described in Exhibit “A” Scope of Services as directed by the City.

DocuSign Envelope ID: CFB7A706-D0B2-448D-91AC-4BE4CAD63004 Item: 11
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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 34 7. EXHIBIT "C" - COMPENSATION

7.1. EXHIBIT "C" - COMPENSATION
Consultant shall be paid for services in accordance with Section 3.3 of the Agreement and as described above under Exhibit “A” Scope of Services and the not to exceed fee of THREE HUNDRED THIRTY-EIGHT THOUSAND NINE HUNDRED AND FOUR DOLLARS ($338,904.00) and billed at the following rates:

Z&K Consultants, Inc. Hourly Rates:

POSITION HOURLY RATE
Senior Project Manager/Senior Construction Manager $159.00 Senior Construction Inspector $140.00
Project Manager/Office Engineer $135.00

PROJECT #2: LAKE FOREST DRIVE AND JERONIMO ROAD INTERSECTION WIDENING PROJECT (90 WD) Line
Item
Description Quantity Unit of
Measure
Unit Cost Total
1 Task 1.0 - Preliminary Construction Meeting and
Administration - Fixed Fee
1 EA $6,326.00 $6,326.00
2 Task 1.1 - Project CA/CI - Anticipated Construction
Duration 90 Working Days - Not-to-Exceed Fee 1 NTE $137,412.00 $137,412.00 3 Task 1.2 - Project Close-out and Documentation
Transfer - Fixed Fee 1 EA $4,572.00 $4,572.00
4 Task 1.3 - One-year Warranty - Fixed Fee 1 EA $2,828.00 $2,828.00 TOTAL $151,138.00 PROJECT #3: LAKE FOREST DRIVE AND RANCHO PARKWAY IMPROVEMENT PROJECT ( 45 WD) Line
Item
Description Quantity Unit of
Measure
Unit Cost Total
1 Task 1.0 - Preliminary Construction Meeting and
Administration - Fixed Fee
1 EA $6,326.00 $6,326.00
2 Task 1.1 - Project CA/CI - Anticipated Construction
Duration 45 Working Days - Not-to-Exceed Fee 1 NTE $68,706.00 $68,706.00 3 Task 1.2 - Project Close-out and Documentation
Transfer - Fixed Fee 1 EA $4,572.00 $4,572.00
4 Task 1.3 - One-year Warranty - Fixed Fee 1 EA $2,828.00 $2,828.00 TOTAL $82,432.00 PROJECT #4 - LOS ALISOS BOULEVARD AND ROCKFIELD BOULEVARD IMPROVEMENT PROJECT (60 WD) Line
Item
Description Quantity Unit of
Measure
Unit Cost Total
1 Task 1.0 - Preliminary Construction Meeting and
Administration - Fixed Fee
1 EA $6,326.00 $6,326.00
2 Task 1.1 - Project CA/CI - Anticipated Construction
Duration 60 Working Days - Not-to-Exceed Fee 1 NTE $91,608.00 $91,608.00 3 Task 1.2 - Project Close-out and Documentation
Transfer - Fixed Fee 1 EA $4,572.00 $4,572.00
4 Task 1.3 - One-year Warranty - Fixed Fee 1 EA $2,828.00 $2,828.00 TOTAL $105,334.00 DocuSign Envelope ID: CFB7A706-D0B2-448D-91AC-4BE4CAD63004 Item: 11
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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 35 SUMMARY OF NOT TO EXCEED FEE
Project # Description Total Fee
2 LAKE FOREST DRIVE AND JERONIMO ROAD INTERSECTION WIDENING PROJECT $151,138.00 3 LAKE FOREST DRIVE AND RANCHO PARKWAY IMPROVEMENT PROJECT $82,432.00 4 LOS ALISOS BOULEVARD AND ROCKFIELD BOULEVARD IMPROVEMENT

PROJECT
$105,334.00
TOTAL NOT TO EXCEED $338,904.00

In the event that this Agreement is renewed pursuant to Section 3.1.2, the rates set forth above may be increased or reduced each year at the time of renewal, but any increase shall not exceed the Consumer Price Index, All Urban Consumers, Los Angeles-Long Beach-Anaheim.

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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 36 8. EXHIBIT "D" - INSURANCE REQUIREMENTS

8.1. EXHIBIT "D" - INSURANCE REQUIREMENTS

1.1.1 Time for Compliance. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Consultant shall not allow any subconsultant to commence work on any subcontract until it has provided evidence satisfactory to the City that the subconsultant has secured all insurance required under this section.

1.1.2 Types of Insurance Required. As a condition precedent to the effectiveness of this Agreement for work to be performed hereunder, and without limiting the indemnity provisions of the Agreement, the Consultant, in partial performance of its obligations under such Agreement, shall procure and maintain in full force and effect during the term of the Agreement the following policies of insurance. If the existing policies do not meet the insurance requirements set forth herein, Consultant agrees to amend, supplement or endorse the policies to do so. (A) Commercial General Liability: Commercial General Liability Insurance which affords coverage at least as broad as Insurance Services Office "occurrence" form CG 0001, or the exact equivalent, with limits of not less than $1,000,000 per occurrence and no less than $2,000,000 in the general aggregate. Defense costs shall be paid in addition to the limits. The policy shall contain no endorsements or provisions (1) limiting coverage for contractual liability; (2) excluding coverage for claims or suits by one insured against another (cross-liability); or (3) containing any other exclusion(s) contrary to the terms or purposes of this Agreement.
(B) Automobile Liability Insurance: Automobile Liability Insurance with coverage at least as broad as Insurance Services Office Form CA 0001 covering "Any Auto" (Symbol 1), or the exact equivalent, covering bodily injury and property damage for all activities with limits of not less than $1,000,000 combined limit for each occurrence.
(C) Workers’ Compensation: Workers' Compensation Insurance, as required by the State of California and Employer's Liability Insurance with a limit of not less than $1,000,000 per accident for bodily injury and disease.
(D) Professional Liability (Errors & Omissions): Professional Liability insurance or Errors & Omissions insurance appropriate to Consultant’s profession with limits of not less than $1,000,000. Covered professional services shall specifically include all work to be performed under the Agreement and delete any exclusions that may potentially affect the work to be performed (for example, any exclusions relating to lead, asbestos, pollution, testing, underground storage tanks, laboratory analysis, soil work, etc.). If coverage is written on a claims-made basis, the retroactive date shall precede the effective date of the initial Agreement and continuous coverage will be maintained or an extended reporting period will be exercised for a period of at least three (3) years from termination or expiration of this Agreement.

1.1.3 Insurance Endorsements. Required insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms approved by the City to add the following provisions to the insurance policies:

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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 37 (A) Commercial General Liability
(1) Additional Insured: The City, its officials, officers, employees, agents, and volunteers shall be additional insureds with regard to liability and defense of suits or claims arising out of the performance of the Agreement.

Additional Insured Endorsements shall not (1) be restricted to "ongoing operations"; (2) exclude "contractual liability"; (3) restrict coverage to "sole" liability of Consultant; or (4) contain any other exclusions contrary to the terms or purposes of this Agreement. For all policies of Commercial General Liability insurance, Consultant shall provide endorsements in the form of ISO CG 20 10 10 01 and 20 37 10 01 (or endorsements providing the exact same coverage) to effectuate this requirement. (2) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium. (B) Automobile Liability:
(1) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium. (C) Professional Liability (Errors & Omissions):
(1) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium. (2) Contractual Liability Exclusion Deleted: This insurance shall include contractual liability applicable to this Agreement. The policy must “pay on behalf of” the insured and include a provision establishing the insurer’s duty to defend.
(D) Workers’ Compensation:
(1) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium. (2) Waiver of Subrogation: A waiver of subrogation stating that the insurer waives all rights of subrogation against the City, its officials, officers, employees, agents, and volunteers.

1.1.4 Primary and Non-Contributing Insurance. All policies of Commercial General Liability and Automobile Liability insurance shall be primary and any other insurance, deductible, or self- insurance maintained by the City, its officials, officers, employees, agents, or volunteers shall not contribute with this primary insurance. Policies shall contain or be endorsed to contain such provisions.

1.1.5 Waiver of Subrogation. All policies of Commercial General Liability and Automobile Liability insurance shall contain or be endorsed to waive subrogation against the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a DocuSign Envelope ID: CFB7A706-D0B2-448D-91AC-4BE4CAD63004 Item: 11
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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 38 loss. Consultant hereby waives its own right of recovery against the City, its officials, officers, employees, agents, and volunteers, and shall require similar written express waivers and insurance clauses from each of its subconsultants.

1.1.6 Deductibles and Self-Insured Retentions. Any deductible or self-insured retention must be approved in writing by the City and shall protect the City, its officials, officers, employees, agents, and volunteers in the same manner and to the same extent as they would have been protected had the policy or policies not contained a deductible or self-insured retention.

1.1.7 Evidence of Insurance. The Consultant, concurrently with the execution of the Agreement, and as a condition precedent to the effectiveness thereof, shall deliver either certified copies of the required policies, or original certificates on forms approved by the City, together with all endorsements affecting each policy. Required insurance policies shall not be in compliance if they include any limiting provision or endorsement that has not been submitted to the City for approval. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. At least fifteen (15 days) prior to the expiration of any such policy, evidence of insurance showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or reduced and not replaced immediately so as to avoid a lapse in the required coverage, Consultant shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies.

1.1.8 Failure to Maintain Coverage. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced immediately so as to avoid a lapse in the required coverage, 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 Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement effective upon notice.

1.1.9 Acceptability of Insurers. Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A:VII and authorized to transact business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law.

1.1.10 Enforcement of Contract Provisions (non estoppel). Consultant acknowledges and agrees that actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement imposes no additional obligation on the City nor does it waive any rights hereunder.

1.1.11 Requirements Not Limiting. Requirement of specific coverage or minimum limits contained in this Appendix are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance.

1.1.12 Insurance for Subconsultants. Consultant shall include all subconsultants engaged in any work for Consultant relating to this Agreement as additional insureds under the Consultant's policies, or the Consultant shall be responsible for causing subconsultants to purchase the appropriate insurance in compliance with the terms of these Insurance Requirements, including adding the City, its DocuSign Envelope ID: CFB7A706-D0B2-448D-91AC-4BE4CAD63004 Item: 11
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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 39 officials, officers, employees, agents, and volunteers as additional insureds to the subconsultant's policies. All policies of Commercial General Liability insurance provided by Consultant’s subconsultants performing work relating to this Agreement shall be endorsed to name the City, its officials, officers, employees, agents and volunteers as additional insureds using endorsement form ISO CG 20 38 04 13 or an endorsement providing equivalent coverage. Consultant shall not allow any subconsultant to commence work on any subcontract relating to this Agreement until it has received satisfactory evidence of subconsultant’s compliance with all insurance requirements under this Agreement, to the extent applicable. The Consultant shall provide satisfactory evidence of compliance with this section upon request of the City.

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Attachment 2
Item: 11
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CA/CI FOR VARIOUS LFTM PROJECTS AND ARTERIAL MEDIAN

IMPROVEMENT PROJECT

City of Lake Forest
100 Civic Center Dr.

Lake Forest, CA 92630

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City of Lake Forest
Professional Consultant Services Agreement
CA/CI for Various LFTM Projects and Arterial Median Improvement Project
I. PARTIES AND DATE. ................................ ................................ ..............

II. RECITALS. ................................ ................................ ..............................

III. TERMS................................. ................................ ................................ ..

IV. SIGNATURES. ................................ ................................ ........................

V. EXHIBIT "A" SCOPE OF SERVICES ................................ ...........................

VI. EXHIBIT "B" - SCHEDULE OF SERVICES ................................ ..................

VII. EXHIBIT "C" - COMPENSATION ................................ ..............................

VIII. EXHIBIT "D" - INSURANCE REQUIREMENTS ................................ ...........

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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 3 1. PARTIES AND DATE.

This Agreement is made and entered into this [***INSERT DAY***] day of [***INSERT MONTH***], [***INSERT YEAR***], by and between the City of Lake Forest, a municipal corporation, organized under the laws of the State of California, with its principal place of business at 100 Civic Center Drive, Lake Forest, California 92630 (“City”) and FCG Consultants, Inc., a California Corporation (Inc.) , with its principal place of business at 22885 Savi Ranch Pkwy, Suite G, Yorba Linda, California 92887 (“Consultant”). City and Consultant are sometimes individually referred to herein as “Party” and collectively as “Parties.” DocuSign Envelope ID: 49936482-0CE0-4801-A0C6-EFFDEC3F00B2 Item: 11
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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 4 2. RECITALS.

2.1. Consultant.

Consultant desires to perform and assume responsibility for the provision of certain professional Contract Administration and Construction Inspection Consulting Services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing professional Contract Administration and Construction Inspection Consulting Services to public clients, is licensed in the State of California, and is familiar with the plans of City.

2.2. Project.

City desires to engage Consultant to render such professional Contract Administration and Construction Inspection Consulting Services for the Contract Administration and Contract Inspection (CA/CI) Services for Various LFTM Projects and Arterial Median Project ("Project") as set forth in this Agreement.

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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 5 3. TERMS.

3.1. Scope of Services and Term.

3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional Contract Administration and Construction Inspection Consulting Services consulting services necessary for the Project ("Services"). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations.

3.1.2 Term. The term of this Agreement shall be from May 7, 2024 to May 6, 2027, unless earlier terminated as provided herein. The City shall have the unilateral option, at its sole discretion, to renew this Agreement annually for no more than two (2) additional one-year terms. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines.

3.2. Responsibilities of Consultant.

3.2.1 Independent Contractor; Control and Payment of Subordinates. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Neither City, nor any of its officials, officers, directors, employees or agents shall have control over the conduct of Consultant or any of Consultant's officers, employees, or agents, except as set forth in this Agreement. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance.

3.2.2 Schedule of Services. Consultant shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit "B" attached hereto and incorporated herein by reference. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, City shall respond to Consultant's submittals in a timely manner. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services.

3.2.3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of City.

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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 6 3.2.4 Substitution of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant at the request of the City. The key personnel for performance of this Agreement are as follows: Kal Lambaz, Project Manager/Construction Manager.

3.2.5 City's Representative. The City hereby designates Thomas E. Wheeler, Director of Public Works/City Engineer, or his/her designee, to act as its representative in all matters pertaining to the administration and performance of this Agreement ("City's Representative"). City's Representative shall have the power to act on behalf of the City for review and approval of all products submitted by Consultant but not the authority to enlarge the Scope of Work or change the total compensation due to Consultant under this Agreement. The City Manager shall be authorized to act on City's behalf and to execute all necessary documents which enlarge the Scope of Work or change the Consultant's total compensation subject to the provisions contained in Section 3.3 of this Agreement. Consultant shall not accept direction or orders from any person other than the City Manager, City's Representative or his/her designee.

3.2.6 Consultant's Representative. Consultant hereby designates AB Fakhouri, Principal In Charge, or his/her designee, to act as its representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his/her best skill and attention, and shall be responsible for all means, methods, techniques, sequences, and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.

3.2.7 Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times.

3.2.8 Standard of Care; Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subconsultants shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subconsultants have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. Any employee of the Consultant or its DocuSign Envelope ID: 49936482-0CE0-4801-A0C6-EFFDEC3F00B2 Item: 11
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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 7 sub-consultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re employed to perform any of the Services or to work on the Project.

3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If Consultant performs any work knowing it to be contrary to such laws, rules and regulations, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees, agents, and volunteers free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations.

3.2.10 Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions, where applicable, shall include, but shall not be limited to: (A) adequate life protection and lifesaving equipment and procedures; (B) instructions in accident prevention for all employees and subconsultants, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures.

3.2.11 Insurance. Consultant agrees to procure and maintain, at Consultant’s expense all insurance specified in Exhibit “D” attached hereto and by this reference incorporated herein. Consultant shall require all subconsultants to carry the same policies and limits of insurance that the Consultant is required to maintain, unless otherwise approved in writing by the City.

3.2.12 Water Quality Management and Compliance.

3.2.12.1 Storm Water Management. Storm, surface, nuisance, or other waters may be encountered at various times during the Services. Consultant hereby acknowledges that it has investigated the risk arising from such waters, and assumes any and all risks and liabilities arising therefrom.

3.2.12.2 Compliance with Water Quality Laws, Ordinances and Regulations. Consultant shall keep itself and all subcontractors, staff, and employees fully informed of and in compliance with all local, state and federal laws, rules and regulations that may impact, or be implicated by the performance of the Services including, without limitation, all applicable provisions of the City’s ordinances regulating water quality and storm water; the Federal Water Pollution Control Act (33 U.S.C. § 1251, et seq.); the California Porter-Cologne Water Quality Control Act (Water Code § 13000 et seq.); and any and all regulations, policies, or permits issued pursuant to any such authority. Consultant must additionally comply with the lawful requirements of the City, and any other DocuSign Envelope ID: 49936482-0CE0-4801-A0C6-EFFDEC3F00B2 Item: 11
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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 8 municipality, drainage district, or other local agency with jurisdiction over the location where the Services are to be conducted, regulating water quality and storm water discharges.

3.2.12.3 Compliance with DAMP and LIP. In addition to compliance with the laws, ordinances and regulations listed in Section 3.2.12.2 of this Agreement, Consultant must comply with all applicable requirements of the Orange County Drainage Area Management Plan (“DAMP”), the City of Lake Forest Local Implementation Plan (“LIP”) and the applicable Water Quality Management Plan (“WQMP”). The DAMP contains requirements related to design and construction of public projects. Consultant must be familiar the DAMP, and the LIP and comply with the requirements as specified therein.

A copy of the DAMP is available on the internet at:
http://www.ocwatersheds.com/documents/damp/mapplan
A copy of the LIP is available on the internet at:
http://www.lakeforestca.gov/296/Local-Implementation-Plan-LIP

3.2.12.4 Standard of Care. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the work assigned to them without impacting water quality in violation of the laws, regulations and policies described in Sections 3.2.12.2 and 3.2.12.3 of this Agreement. Consultant further warrants that it, its employees and subcontractors have or will receive adequate training, as determined by the City, regarding these requirements as they may relate to the Services.

3.2.12.5 Liability for Non-compliance.
(A) Indemnity: Failure to comply with laws, regulations, and ordinances listed in Sections 3.2.12.2 and 3.2.12.3 of this Agreement is a violation of federal and state law. Notwithstanding any other indemnity contained in this Agreement, Consultant agrees to indemnify and hold harmless the City, its officials, officers, agents, employees and authorized volunteers from and against any and all claims, demands, losses or liabilities of any kind or nature which the City, its officials, officers, agents, employees and authorized volunteers may sustain or incur for noncompliance with the laws, regulations, and ordinances listed above, arising out of or in connection with the Services, except for liability resulting from the sole established negligence, willful misconduct or active negligence of the City, its officials, officers, agents, employees or authorized volunteers. (B) Defense: City reserves the right to defend any enforcement action or civil action brought against the City for Consultant’s failure to comply with any applicable water quality law, regulation, or policy. Consultant hereby agrees to be bound by, and to reimburse the City for the costs associated with, any settlement reached between the City and the relevant enforcement entity. (C) Damages: City may seek damages from Consultant for delay in completing the Services caused by Consultant’s failure to comply with the laws, regulations and policies described in Sections 3.2.12.2 and 3.2.12.3 of this Agreement, or any other relevant water quality law, regulation, or policy. regulation, or policy.

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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 9 3.3. Fees and Payments.

3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "C" attached hereto and incorporated herein by reference. The total compensation shall not exceed FOUR HUNDRED SIXTY THOUSAND ONE HUNDRED FIFTEEN DOLLARS AND FIFTY-TWO CENTS ($460,115.52) without written approval of the City Council or City Manager as applicable. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement.

3.3.2 Payment of Compensation. Consultant shall submit to City a monthly invoice which indicates work completed and hours of Services rendered by Consultant. The invoice shall describe the amount of Services provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the invoice. City shall, within 30 days of receiving such invoice, review the invoice and pay all non-disputed and approved charges thereon. If the City disputes any of Consultant's fees, the City shall give written notice to Consultant within thirty (30) days of receipt of an invoice of any disputed fees set forth therein.

3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City, or included in Exhibit "C" of this Agreement.

3.3.4 Extra Work. At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the Parties did not reasonably anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work without written authorization from the City.

3.3.5 Rate Increases. In the event that this Agreement is renewed pursuant to Section 3.1.2, the rate set forth in Exhibit “C” may be adjusted each year at the time of renewal as set forth in Exhibit “C.”

3.4. Labor Code Requirements.

3.4.1 Prevailing Wages. Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and since the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant's principal place of business and at the project site. It is the intent of the parties to effectuate the requirements of sections 1771, 1774, 1775, 1776, 1777.5, 1813, and 1815 of the Labor Code within this Agreement, and Consultant shall therefore comply with such Labor Code sections to the fullest extent required by law. Consultant shall defend, indemnify and hold the City, its officials, officers, employees, DocuSign Envelope ID: 49936482-0CE0-4801-A0C6-EFFDEC3F00B2 Item: 11
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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 10 agents, and volunteers free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.

3.4.2 Registration. If the Services are being performed as part of an applicable “public works” or “maintenance” project, in addition to the foregoing, then pursuant to Labor Code sections 1725.5 and 1771.1, the Consultant and all subconsultants must be registered with the Department of Industrial Relations (“DIR”). Consultant shall maintain registration for the duration of the project and require the same of any subconsultants. This project may also be subject to compliance monitoring and enforcement by the DIR. It shall be Contractor’s sole responsibility to comply with all applicable registration and labor compliance requirements, including the submission of payroll records directly to the DIR.

3.5. Accounting Records.

3.5.1 Maintenance and Inspection. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement.

3.6. General Provisions.

3.6.1 Termination of Agreement.

3.6.1.1 Grounds for Termination. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause.

3.6.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request.

3.6.1.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated.

3.6.1.4 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose:

Consultant: FCG Consultants, Inc.
22885 Savi Ranch Pkwy, Suite G
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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 11 Yorba Linda, California 92887
ATTN: AB Fakhouri, Principal In Charge
City: City of Lake Forest
100 Civic Center Drive
Lake Forest, CA 92630
ATTN: City Clerk
Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.

3.6.2 Ownership of Materials and Confidentiality.

3.6.2.1 Documents & Data; Licensing of Intellectual Property. This Agreement creates a non exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subconsultants to agree in writing that City is granted a non exclusive and perpetual license for any Documents & Data the subconsultant prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents & Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk.

3.6.2.2 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents & Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City.

3.6.2.3 Confidential Information. The City shall refrain from releasing Consultant’s proprietary information ("Proprietary Information") unless the City's legal counsel determines that the release of the Proprietary Information is required by the California Public Records Act or other applicable state or federal law, or order of a court of competent jurisdiction, in which case the City shall notify Consultant of its intention to release Proprietary Information. Consultant shall have five (5) DocuSign Envelope ID: 49936482-0CE0-4801-A0C6-EFFDEC3F00B2 Item: 11
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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 12 working days after receipt of the Release Notice to give City written notice of Consultant's objection to the City's release of Proprietary Information. Consultant shall indemnify, defend and hold harmless the City, and its officers, directors, employees, and agents from and against all liability, loss, cost or expense (including attorney’s fees) arising out of a legal action brought to compel the release of Proprietary Information. City shall not release the Proprietary Information after receipt of the Objection Notice unless either: (1) Consultant fails to fully indemnify, defend (with City's choice of legal counsel), and hold City harmless from any legal action brought to compel such release; and/or (2) a final and non- appealable order by a court of competent jurisdiction requires that City release such information.

3.6.3 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement.

3.6.4 Attorney's Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reason¬able attorney's fees and all other costs of such action.

3.6.5 Indemnification.

To the fullest extent permitted by law, Consultant shall defend (with counsel of City’s choosing), indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant's Services, the Project or this Agreement, including without limitation the payment of all damages, expert witness fees and attorneys fees and other related costs and expenses. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the Consultant or the City, its officials, officers, employees, agents or volunteers.

If Consultant’s obligation to defend, indemnify, and/or hold harmless arises out of Consultant’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant’s liability for such claim, including the cost to defend, shall not exceed the Consultant’s proportionate percentage of fault.

3.6.6 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties.

3.6.7 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Orange County.

3.6.8 Time of Essence. Time is of the essence for each and every provision of this Agreement.

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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 13 3.6.9 City's Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project.

3.6.10 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties.

3.6.11 Assignment or Transfer. Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer.

3.6.12 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subconsultants of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.

3.6.13 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.

3.6.14 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise.

3.6.15 No Third-Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties.

3.6.16 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

3.6.17 Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant¬, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

3.6.18 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subconsultant, employee or applicant for employment DocuSign Envelope ID: 49936482-0CE0-4801-A0C6-EFFDEC3F00B2 Item: 11
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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 14 because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted.

3.6.19 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require 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 agrees to comply with such provisions before commencing the performance of the Services.

3.6.20 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party.

3.6.21 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.AB Fakhouri, Principal In Charge

3.7. Subcontracting.

3.7.1 Prior Approval Required. Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement.

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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 15 4. SIGNATURES.

4.1. SIGNATURES.

CITY OF LAKE FOREST FCG Consultants, Inc.

By: [AUTHORIZED CITY SIGNATURE]

Mark Tettemer
Mayor
By: [VENDOR SIGNATURE 1]

Maha Alfakhouri
President
[If Corporation, TWO SIGNATURES,
President OR Vice President AND Secretary
OR Treasurer REQUIRED]
ATTEST:

By: [CITY CLERK SIGNATURE]

Lisa Berglund
City Clerk
By: [VENDOR SIGNATURE 2]

Abdallah Fakhouri
Secretary (Corporation or LLC)
APPROVED AS TO FORM:

By: [CITY ATTORNEY SIGNATURE]

Best Best & Krieger LLP
City Attorney

[CONTRACT ADMINISTRATOR APPROVAL]
[PROJECT MANAGER APPROVAL]
[CITY CLERK - INSURANCE APPROVAL]
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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 16 5. EXHIBIT "A" SCOPE OF SERVICES

5.1. EXHIBIT "A" SCOPE OF SERVICES
Consultant shall provide the following Contract Administration and Construction Inspection Consulting Services professional consulting services relative to the City's Contract Administration and Contract Inspection (CA/CI) Services for Various LFTM Projects and Arterial Median Project.

PRE-CONSTRUCTION
a. The FCG Team will provide Bidding Services and Bid Review and Analysis: Our Bidding Services encompass a meticulous process of receiving and scrutinizing all incoming bids, bid bonds, insurance certificates, and associated submissions. This comprehensive review is conducted with a focus on ensuring accuracy, completeness, and adherence to project requirements. i. Qualification Assessment: We actively engage in the critical task of assisting the City in the selection of a qualified bidder. This involves a detailed evaluation of each bid to determine the bidder's suitability and ability to fulfill the requirements successfully. ii. Error and Inconsistency Identification: Our team is committed to identifying any errors or inconsistencies in bid calculations or submittal packages promptly. This proactive approach involves a vigilant examination of the bid documents, bid bonds, and insurance certificates. Any discrepancies observed are meticulously documented and reported immediately to the Project Manager.
iii. Real-time Reporting: Recognizing the urgency and importance of swift communication, our Bidding Services include real-time reporting to the Project Manager. In the event of identified errors or inconsistencies, our reporting ensures that corrective actions can be taken promptly, minimizing any potential impact on the bidding process. iv. Collaborative Problem Resolution: In instances where errors or inconsistencies are detected, our team collaborates closely with the City and relevant stakeholders to facilitate prompt problem resolution. This collaborative approach is integral to maintaining the integrity of the bidding process and ensuring that qualified bidders are selected with confidence. v. Continuous Improvement: As part of our commitment to excellence, we actively seek opportunities for continuous improvement in our bidding services. Feedback loops are established to capture insights and lessons learned from each bidding process, contributing to an ongoing enhancement of our procedures, and ensuring a refined and efficient bidding experience for future projects.
b. NTP and Move-In Period - Once the construction contract is approved, we will discuss the Project move-in period and start of construction with the Contractor. Once this discussion is complete, we will recommend to the City issuance of the NTP and establish the date of the first chargeable working day.

This is recommended to maintain the Project schedule and provide the Contractor ample time to obtain permits and submit all necessary submittals prior to the start of construction. A 20-day move-in period is recommended because it allows sufficient time to review submittals, especially for long lead items.

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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 17 c. Project Records & Filing System – FCG’s RE and Office Engineer will establish and maintain a filing system in hard copy as well as electronically, using the Caltrans Construction Manual as a guideline to ensure compliance with FHWA requirements. FCG typically utilizes the Caltrans filing system on all projects. All hard copy files will be scanned as PDF files and stored digitally on a server with a filing structure duplicating the hard copies. Additionally, FCG’s Office Engineer will upload the electronic data documentation to the City’s on-line file directory. Submittal and RFI logs will be kept and tracked according to when they are received from and returned to the Contractor together with their approval or response status. Materials releases and certificates of compliance will be kept in the appropriate Caltrans filing categories and materials summary sheets will be developed to keep a running total of materials implemented for the Project.
d. Pre-Construction Meeting - Once the NTP is issued, the FCG team will coordinate the pre- construction meeting by preparing a list of attendees, including, but not limited to, the Contractor, Designer, City, and utility companies. Prior to the meeting, the PM/CM will prepare for the City’s review an agenda that identifies the following: documents required from the Contractor for supervision and safety, certified payroll requirements, materials sampling and testing criteria, and certificates of compliance for all materials. Following the meeting, attendees will receive meeting minutes, including a sign-in sheet, for their records.

DURING CONSTRUCTION

CONSTRUCTION MANAGEMENT
Construction Management Services
 Conduct a pre-construction meeting and bi-weekly construction meetings with the contractor, the City, and all other involved parties. Prepare and distribute meeting agendas and minutes.  Manage and coordinate all aspects of the project including coordinating with City staff, multiple contractors, agencies, and project stakeholders.
 Prepare Weekly Status Reports and Statements of Working Days.  Coordinate design changes with the Engineer of Record.  Participate in field meetings and document issues, findings, directions, changes, etc., and develop solutions. Prepare, monitor, and update the construction schedule.  Prepare change orders in the City’s standard format.
 Maintain a record of accounting costs including approved change orders.  Review payment requests, make payment recommendations, and prepare progress payments in the City’s standard format.
 Review and coordinate the approval of shop drawings with the design consultant. Review and approve materials submittals.

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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 18  Log, track, and process submittals, Requests for Information (RFIs), Requests for Changes (RFCs), Contract Change Orders (CCOs), field directives, Notices of Potential Claims (NOPCs), Non- Conformance Reports (NCRs), construction schedules, and detailed traffic control plans.  Provide the City with As-Built and electronic sets of drawings at project completion.  Monitor materials documentation and testing results as well as enforce corrections. Conduct labor compliance per LAMP requirements. Maintain project files per LAMP guidelines.  Review and approve the contractor’s safety program and traffic control plan.  Review and respond to all RFCs.
 Process all project documentation per City and Caltrans guidelines.  Perform a constructability review of the 100% plans, specifications, and estimates.  Prepare cost estimates.
 Verify contractor conformance with the City’s Community Workforce Agreement (CWA).

1. Coordination
a. Utility Coordination – Coordination with third-party utilities holds a high risk of potential schedule delay. As a first order of business, our PM/CM will work closely with all utilities, and the Engineer of Record to develop a comprehensive list of utilities and elements that will require relocation, abandonment, adjustment, and/or protection prior to construction. Utility requirements and durations will then be incorporated into the Special Provisions. Special attention will be given to SCE for their relocation of the lighting poles within the project limits.

SCE usually has backlog of work which might cause delays to the project, and FCG will establish communication with SCE during the pre-construction phase to ensure the contractor submits all required documents to schedule their crews accordingly. b. Project Coordination – Our Team is highly qualified to effectively manage these Projects as they have on numerous similar Projects in the past. They will act as the prime point of contact between the Contractor, the City, and the utility companies. FCG’s PM/CM will ensure coordination with property owners adjacent to the Project right-of-way to develop timely communication regarding the pre-condition survey, during construction, and post construction activities.
c. Businesses and Residents – The FCG team will coordinate with the businesses and residents regularly through weekly and monthly meetings as needed. We will contact Owners and Managers of each establishment in the area and explain the nature of lane restrictions, especially night and day delivery schedules to businesses within nearby shopping centers, and others.

2. Submittals – The FCG team will provide the Contractor a list of submittals as per the Special Provisions, then perform a thorough, comprehensive review and approval of the Contractor’s submittals. We will work closely with the City to determine which submittals the design consultant will review, and which will be reviewed by the FCG team. A Submittal Log will be developed, maintained, DocuSign Envelope ID: 49936482-0CE0-4801-A0C6-EFFDEC3F00B2 Item: 11
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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 19 and tracked according to when they are received and returned to the Contractor and a copy will be included with each transmittal and at the weekly meetings. Materials releases and certificates of compliance will be kept in the appropriate filing categories, and materials summary sheets will have a running total of materials used on the Project. Anticipated submittals include, but are not limited to, baseline schedule, SWPPP, erosion and sediment control plan, operations and maintenance plan, traffic handling plan, PCC mix designs, asphalt mix designs, sand cement slurry mix design, CMB mix design, bridge soils report, surcharge calculations, modular block wall design calculations, and signal verification data.

3. Requests for Information – Our PM/CM will coordinate with the Contractor to submit all questions as Requests for Information (RFI). All RFIs will be reviewed and responded to in coordination with the City and the Design Team to ensure proper protocol is followed and sufficient information is relayed to the Contractor in response to each RFI. The Office Engineer will maintain a log and will provide it to all weekly progress meeting attendees.

4. Safety Enforcement – The FCG team is thoroughly familiar with California Construction Safety Orders (Cal-OSHA) and traffic control practices as specified in the Work Area Traffic Control Handbook (WATCH Manual), as well as the Manual of Uniform Traffic Control Devices (MUTCD). The Contractor will be required to prepare and submit a Safety Plan for its operations. The Safety Plan will be reviewed by the Resident Engineer and the FCG team. Deficiencies will be noted, and upon correction, the plan will be approved.

5. Project Progress and Payment
The FCG team will work with the City to review the baseline schedule, look for issues, and make recommendations to the City as appropriate. Such recommendations will be based on logic and a realistic schedule. Our RE will propose enhancements based on sequence, number of working days, milestones, and key dates to ensure the development of an efficient and well managed Project. The team will prepare independent monthly estimates for the Project duration, monitoring both the Project and contingency budgets. Our report to the City will include amount paid to Contractor to date, amount previously paid to Contractor, percent complete of each bid item, executed change orders, and retention withheld from each pay estimate. Our intent is to keep the City fully informed of the financial status of the Project.
a. Pay item quantities will be measured daily and documented in the daily reports. b. Quantity Sheets will be prepared with each pay estimate, with backup calculations. c. Change orders will be prepared and monitored, costs independently estimated and verified, and work documented daily in a separate daily diary with tentative agreements (if force account (T&M)).
d. Our tracking system includes costs, including supplemental work and furnished materials. e. The FCG team will produce and analyze schedules from the perspective of an owner and contractor to ensure timely or early completion of the Project. We will ensure Contractor compliance with the requirements of the monthly schedule updates as required in the special provisions and will closely monitor the critical path to avoid delays and subsequent DocuSign Envelope ID: 49936482-0CE0-4801-A0C6-EFFDEC3F00B2 Item: 11
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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 20 consequences. Our analysis of the Contractor’s schedules will be done on a weekly basis in conjunction with Inspector’s daily diaries, meeting minutes, submittal logs, and other Project records. This schedule analysis approach will provide the City with notice of any potential delays prior to issuance by the Contractor to allow time for an appropriate response. FCG will enforce the scheduling requirements in the Special Provisions, which will be key to placing the City in a positive position in case of claims. It is recommended that the Special Provisions require the Contractor to submit Time Impact Analysis (TIAs), together with costs for any change orders, to include time requirements of when cost proposals are due. f. Our PM/CM will prepare and submit a monthly budget report to the City’s management with an accurate status of the Project budget and schedule. This report will contain, but not be limited to, schedule status updates, work operations, submittals, RFI and change order logs, and Project issues.

6. Contract Change Orders and Claims
The FCG team will assist the City in controlling the costs of the Project and the factors that may escalate Project costs. Upon submittal, Contractor’s change requests will be reviewed for merit. We will hold the Contractor to provide the items in the scope of work bid, without generating unnecessary charges to increase the Project cost. The FCG team’s PM/CM will work with the City’s Project Manager to establish levels of financial authority from the Project Manager up the chain of command to provide guidelines for change authorization. FCG will approve CCO’s as agreed-upon by the City. a. Cost Estimating and Scheduling - All change orders will be estimated independently of the Contractor’s proposed cost prior to approval by our Resident Engineer and submitted for approval to the City. We will comply with the Caltrans Construction Manual and LAPM. The FCG team is comprised of highly qualified scheduling and claims avoidance experts that will analyze and produce schedules from the perspective of an owner and a Contractor. Our experts will ensure the Contractor is complying with the requirements. Our approach includes, but is not limited to, weekly analysis of schedules, Inspector’s daily diaries, meeting minutes, and Project files to provide the City notice of any potential delays. b. Claims Avoidance and Mitigation - The FCG team’s renowned claims division and our claims experts have a proven track record with Caltrans and other public agencies on similar projects.

We will monitor all site records of events, labor, materials, and equipment for potential claims or delay issues. This data will be essential when analyzing a Contractor’s claim. Our team will address every issue that will contain all relevant RFIs, change orders, correspondence, pictures, Inspector’s dairies, cost analysis, and schedule analysis. Our objective will be to minimize misunderstandings by providing clear and concise analysis of all major Project issues. c. Project Records and Filing System - FCG’s PM/CM and Office Engineer (OE) will establish and maintain a filing system in hard copy as well as electronically, using the Caltrans Construction Manual as a guideline to ensure compliance with FHWA requirements. FCG typically utilizes the Caltrans filing system on all projects. All hard copy files will be scanned as PDF files and stored digitally on a server with a filing structure duplicating the hard copies. Additionally, FCG’s OE will upload the electronic data documentation to the City’s on-line file directory. Submittal and RFI logs will be kept and tracked according to when they are received from and returned to the DocuSign Envelope ID: 49936482-0CE0-4801-A0C6-EFFDEC3F00B2 Item: 11
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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 21 Contractor together with their approval or response status. Materials releases and certificates of compliance will be kept in the appropriate Caltrans filing categories, and materials summary sheets will be developed to keep a running total of materials implemented. d. Partnering - The FCG team is a firm believer in partnering and has actively participated in partnering sessions on numerous past projects. We will again accept responsibility for coordinating partnering sessions for the Project team, including planning with the City’s preferred Partnering Facilitator.
e. Quality Assurance Program - The FCG team’s extensive Caltrans experience, beginning with the PM/CM, Design Review team, and carrying through our field personnel, will ensure the requirements of the Caltrans Quality Assurance Program Manual are met. Each of our proposed staff for the Project possess years of recent Caltrans construction experience. f. Labor Compliance and Certified Payroll - FCG’s OE will verify Contractor and subcontractor labor compliance during the Project, including non-working days. This includes reviewing certified payroll records for compliance with Davis-Bacon prevailing wage and overtime requirements. Our field personnel will perform employee interviews to ensure the actual wages meet the stated wages on the certified payroll. If necessary, we will notify the Contractor of any issues, and follow through until the issues are resolved.

CONSTRUCTION INSPECTION
Construction Inspection Tasks
A. Become familiar with and review plans, specifications, construction-related documents, traffic control plans, construction schedules, construction sequences, and other agency permit requirements.

B. Photograph, log, and pre-work video prior, during, and after construction.

C. Attend pre-construction meetings and present special concerns, if any.

D. Interpret plans, specifications, and regulations and ensure the Contractor is following their contract. Provide inspections to ensure the Project is constructed accordingly.

E. Direct and notify the Contractor about non-compliance and correct issues upon discovery.

F. Maintain daily diaries, photographs, and video (as needed) reflecting site and weather conditions, traffic control measures, labor, equipment and materials, quantity of work, and major incidents/safety violations.

G. Review construction progress schedules regularly. Verify schedules coincide with Project milestones, identify deviations, and ensure corrective actions are taken to bring projects back on schedule.

H. Provide measurements and calculations for progress payments and make recommendations for payments.

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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 22 I. Review soil compaction and materials testing certifications of compliance.

J. Ensure the Contractor does not install materials without approved material testing certifications. Any failed tests shall be reported, and the Contractor directed to take corrective action.

K. Monitor the Contractor’s utility coordination to minimize utility conflict delays and potential need for relocations.

L. Attend progress meetings to communicate, coordinate, and resolve any jobsite issues or problems that may arise.

M. Conduct field construction employee interviews to comply with the Federal and Davis Bacon Act.

N. Coordinate access to adjacent businesses and residents during construction with the Contractor.

Coordinate mitigation of construction impacts with the Contractor, City, and other agencies.

O. Provide inspection of traffic control, channelization, and all other traffic-related work.

P. Ensure conformance with plans, specifications, applicable laws, and codes.

Q. Observe construction safety, public safety, and convenience, and report issues to the City and Contractor.

R. Monitor compliance with the City’s National Pollutant Discharge Elimination System (NPDES) Permits and requirements, as well as all other local, state, and federal laws and regulations.

S. Inspect for compliance with the Project SWPPP Program including monitoring QSP and/or QSD duties as outlined in California State Water Resources Control Board, Storm Water General Permit and contract.

T. Monitor compliance with the City’s Construction Demolition and Recycling Ordinance.

U. Maintain data for change orders, time of dispute, time of notification by the Contractor, and action taken.

V. Ensure the Contractor submits certified payroll reports with monthly progress payment requests. Review reports for compliance with federal and state prevailing wage regulations.

W. Prepare and transmit to the Contractor all Project-related correspondence. All correspondence sent to and received from the Contractor shall be copied and transmitted to City.

X. Coordinate the preparation and submittal of as-built plans to the City upon project completion.

Y. Prepare a preliminary and final punch-list and follow through until completion.

We have provided a knowledgeable, experienced, and proactive construction administration team with dedicated individuals in each discipline. Moreover, the construction administration team will seamlessly act in a coordinated fashion alongside the City on these Projects.

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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 23 The Contractor will be required to provide detailed Traffic Control Plans, which will be reviewed and approved by the FCG team in coordination with the City. We will also monitor this and if public safety is compromised, we will direct the Contractor to remedy the situation immediately. a. Field Staff Roles & Responsibilities – The FCG team field personnel proposed for the Projects can perform more than one role on any project and can assist each other when needed. This provides efficiency for the City, as the FCG team possesses the versatility and technical knowledge of multiple aspects of civil and traffic signal construction. Examples of this include our PM, design review team, and the Inspectors who are well-versed in assisting with inspection as necessary. Our proposed team members are cross-trained and well diversified in the work and can all cover each other’s work and duties as well.
b. Field Inspection – The FCG team will provide personnel to perform quality assurance inspection of the following Project elements that require specific skill sets:
 Civil Inspection: Our work plan is to partner with the Contractor to resolve problems as quickly as possible and at the lowest level possible. Key to our success has been our ability to create a responsive relationship with the Contractor and our client, resulting in a successful, more efficiently run project. Our Inspectors utilize the CPM and look-ahead schedules to properly advance the construction effort. All phases of construction and all work will be inspected for conformance with contract plans, specifications, and current specified and pertinent standards.

Inspection services, testing, and Project-wide quality assurance will be performed in full conformance with the City requirements. Our goal is to stay on track by doing it right the first time and eliminating time-delaying corrective work. Proactive approaches with the Contractor’s personnel have been instrumental in achieving this goal.  Electrical Inspection: Our proposed inspectors will provide field inspection for the loop detectors and pull box installation, signals, signal controller cabinets, fiber cables, and lighting.

POST CONSTRUCTION
The FCG team will provide the appropriate level of inspections to ensure all punch-list work is completed, safety issues are resolved, final acceptance of the contract is granted, and all necessary paperwork and reports are completed to the standards of the City. The FCG team will assist the City with completing all close-out forms per Chapter 17 of the Caltrans Local Assistance Procedures Manual, provide the City with hard and electronic copies of the project files, and all materials records after acceptance.
a. Punch List – The punch list will be a living document throughout the life of the Project and the Contractor will always be informed as to the progress to avoid dealing with a long list at the end of the Project. The inspection team will work to eliminate deficiencies and minor problems cleaned up as the Project progresses. Our PM will arrange a walkthrough with the Contractor and the City, including, but not limited to, construction, maintenance, traffic, landscape, and safety.

Once the field walkthrough is complete and work is approved, Project acceptance and sign off on the project will be completed.

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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 24 b. Project Files & As-Builts – As each of the Project elements are completed, we will perform complete contract closeout activities, including a final walkthrough with City staff, followed by a punch list per standards. These activities will include, but are not limited to, verification of work completion for each respective contract, final payment processing, and resolution of all open change orders. The FCG team will deliver a set of Project records that will be complete and accurate. We will work with the Contractor to maintain current redline mark-ups to the dedicated set of Project plans as the work is completed.
c. Final Reports – The FCG team will certify completion of the Project and recommend to the City final acceptance be issued to the Contractor when all punch-list work is completed, and all issues and Project walks are signed off by the City. Finally, all as-builts will be inventoried and verified completely prior to final acceptance and recommendation of final payment to the Contractor. Per the Chapter 17 of the Caltrans Local Assistance Procedures Manual, some of the final reports to be completed are as follows:
 Proposed Final Pay Estimate: This pay estimate is presented to the Contractor to reconcile payments for final work items and change orders and does not include retention.
 Final Pay Estimate: This pay estimate includes retention release to zero out the account.  Final DBE Report: This report acknowledges receipt of all documents pertaining to the DBE goal.
 Final Labor Compliance Report: This report acknowledges receipt of all certified payroll with no issues.
 Final SWPPP Report: This report certifies final completion and acceptance of SWPPP and measures.
 Permit Closing: This report can be in the form of an email or a specific City document saying that all permits are closed, and no work can be done on the project.  Notice of Completion: This report acknowledges completion and acceptance of the project.
 Release from Maintenance: If needed, this report relieves the Contractor from maintenance on specific facilities exposed to the public as the project is completed and accepted.
d. One Year Warranty Inspections – The FCG team diligently organizes a comprehensive warranty review for individual projects, typically within 90 days of the warranty expiration date, affording contractors sufficient time to address any identified deficiencies. This inspection meticulously encompasses all aspects of work delineated in the individual Project Documents. It is strongly recommended that this review be conducted collaboratively with both the Contractor and the City representative.

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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 25 Upon the conclusion of the review, meticulous documentation of any identified deficiencies will be compiled. Subsequently, an action plan outlining the necessary corrective measures to mitigate and rectify these issues, complete with specified timeframes, will be thoroughly discussed, formally documented, and transmitted to the City’s Project Manager and the Contractors.

In instances where additional warranty work is deemed unnecessary, communication will be established with the City’s Project Manager to confirm the completion and closure of the applicable portion or the entirety of the project. Formal sign-off procedures will then be executed. A subsequent reinspection of the projects will be undertaken post the correction of all deficiencies, with certification by the Contractor as complete and validation through sign-off by the City.

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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 26 6. EXHIBIT "B" - SCHEDULE OF SERVICES

6.1. EXHIBIT "B" - SCHEDULE OF SERVICES
The Consultant shall provide the services described in Exhibit “A” Scope of Services as directed by the City.

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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 27 7. EXHIBIT "C" - COMPENSATION

7.1. EXHIBIT "C" - COMPENSATION
Consultant shall be paid for services in accordance with Section 3.3 of the Agreement and as described above under Exhibit “A” Scope of Services and the not to exceed fee of FOUR HUNDRED SIXTY THOUSAND ONE HUNDRED FIFTEEN DOLLARS AND FIFTY-TWO CENTS ($460,115.52) and billed at the following rates:

FCG Consultants, Inc. Hourly Rates:

POSITION HOURLY RATE
Resident Engineer $233.76
Construction Inspector $147.52
Office Engineer $99.86

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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 28 In the event that this Agreement is renewed pursuant to Section 3.1.2, the rates set forth above may be increased or reduced each year at the time of renewal, but any increase shall not exceed the Consumer Price Index, All Urban Consumers, Los Angeles-Long Beach-Anaheim.

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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 29 8. EXHIBIT "D" - INSURANCE REQUIREMENTS

8.1. EXHIBIT "D" - INSURANCE REQUIREMENTS

1.1.1 Time for Compliance. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Consultant shall not allow any subconsultant to commence work on any subcontract until it has provided evidence satisfactory to the City that the subconsultant has secured all insurance required under this section.

1.1.2 Types of Insurance Required. As a condition precedent to the effectiveness of this Agreement for work to be performed hereunder, and without limiting the indemnity provisions of the Agreement, the Consultant, in partial performance of its obligations under such Agreement, shall procure and maintain in full force and effect during the term of the Agreement the following policies of insurance. If the existing policies do not meet the insurance requirements set forth herein, Consultant agrees to amend, supplement or endorse the policies to do so. (A) Commercial General Liability: Commercial General Liability Insurance which affords coverage at least as broad as Insurance Services Office "occurrence" form CG 0001, or the exact equivalent, with limits of not less than $1,000,000 per occurrence and no less than $2,000,000 in the general aggregate. Defense costs shall be paid in addition to the limits. The policy shall contain no endorsements or provisions (1) limiting coverage for contractual liability; (2) excluding coverage for claims or suits by one insured against another (cross-liability); or (3) containing any other exclusion(s) contrary to the terms or purposes of this Agreement.
(B) Automobile Liability Insurance: Automobile Liability Insurance with coverage at least as broad as Insurance Services Office Form CA 0001 covering "Any Auto" (Symbol 1), or the exact equivalent, covering bodily injury and property damage for all activities with limits of not less than $1,000,000 combined limit for each occurrence.
(C) Workers’ Compensation: Workers' Compensation Insurance, as required by the State of California and Employer's Liability Insurance with a limit of not less than $1,000,000 per accident for bodily injury and disease.
(D) Professional Liability (Errors & Omissions): Professional Liability insurance or Errors & Omissions insurance appropriate to Consultant’s profession with limits of not less than $1,000,000. Covered professional services shall specifically include all work to be performed under the Agreement and delete any exclusions that may potentially affect the work to be performed (for example, any exclusions relating to lead, asbestos, pollution, testing, underground storage tanks, laboratory analysis, soil work, etc.). If coverage is written on a claims-made basis, the retroactive date shall precede the effective date of the initial Agreement and continuous coverage will be maintained or an extended reporting period will be exercised for a period of at least three (3) years from termination or expiration of this Agreement.

1.1.3 Insurance Endorsements. Required insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms approved by the City to add the following provisions to the insurance policies:

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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 30 (A) Commercial General Liability
(1) Additional Insured: The City, its officials, officers, employees, agents, and volunteers shall be additional insureds with regard to liability and defense of suits or claims arising out of the performance of the Agreement.

Additional Insured Endorsements shall not (1) be restricted to "ongoing operations"; (2) exclude "contractual liability"; (3) restrict coverage to "sole" liability of Consultant; or (4) contain any other exclusions contrary to the terms or purposes of this Agreement. For all policies of Commercial General Liability insurance, Consultant shall provide endorsements in the form of ISO CG 20 10 10 01 and 20 37 10 01 (or endorsements providing the exact same coverage) to effectuate this requirement. (2) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium. (B) Automobile Liability:
(1) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium. (C) Professional Liability (Errors & Omissions):
(1) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium. (2) Contractual Liability Exclusion Deleted: This insurance shall include contractual liability applicable to this Agreement. The policy must “pay on behalf of” the insured and include a provision establishing the insurer’s duty to defend.
(D) Workers’ Compensation:
(1) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium. (2) Waiver of Subrogation: A waiver of subrogation stating that the insurer waives all rights of subrogation against the City, its officials, officers, employees, agents, and volunteers.

1.1.4 Primary and Non-Contributing Insurance. All policies of Commercial General Liability and Automobile Liability insurance shall be primary and any other insurance, deductible, or self- insurance maintained by the City, its officials, officers, employees, agents, or volunteers shall not contribute with this primary insurance. Policies shall contain or be endorsed to contain such provisions.

1.1.5 Waiver of Subrogation. All policies of Commercial General Liability and Automobile Liability insurance shall contain or be endorsed to waive subrogation against the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a DocuSign Envelope ID: 49936482-0CE0-4801-A0C6-EFFDEC3F00B2 Item: 11
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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 31 loss. Consultant hereby waives its own right of recovery against the City, its officials, officers, employees, agents, and volunteers, and shall require similar written express waivers and insurance clauses from each of its subconsultants.

1.1.6 Deductibles and Self-Insured Retentions. Any deductible or self-insured retention must be approved in writing by the City and shall protect the City, its officials, officers, employees, agents, and volunteers in the same manner and to the same extent as they would have been protected had the policy or policies not contained a deductible or self-insured retention.

1.1.7 Evidence of Insurance. The Consultant, concurrently with the execution of the Agreement, and as a condition precedent to the effectiveness thereof, shall deliver either certified copies of the required policies, or original certificates on forms approved by the City, together with all endorsements affecting each policy. Required insurance policies shall not be in compliance if they include any limiting provision or endorsement that has not been submitted to the City for approval. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. At least fifteen (15 days) prior to the expiration of any such policy, evidence of insurance showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or reduced and not replaced immediately so as to avoid a lapse in the required coverage, Consultant shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies.

1.1.8 Failure to Maintain Coverage. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced immediately so as to avoid a lapse in the required coverage, 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 Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement effective upon notice.

1.1.9 Acceptability of Insurers. Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A:VII and authorized to transact business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law.

1.1.10 Enforcement of Contract Provisions (non estoppel). Consultant acknowledges and agrees that actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement imposes no additional obligation on the City nor does it waive any rights hereunder.

1.1.11 Requirements Not Limiting. Requirement of specific coverage or minimum limits contained in this Appendix are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance.

1.1.12 Insurance for Subconsultants. Consultant shall include all subconsultants engaged in any work for Consultant relating to this Agreement as additional insureds under the Consultant's policies, or the Consultant shall be responsible for causing subconsultants to purchase the appropriate insurance in compliance with the terms of these Insurance Requirements, including adding the City, its DocuSign Envelope ID: 49936482-0CE0-4801-A0C6-EFFDEC3F00B2 Item: 11
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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 32 officials, officers, employees, agents, and volunteers as additional insureds to the subconsultant's policies. All policies of Commercial General Liability insurance provided by Consultant’s subconsultants performing work relating to this Agreement shall be endorsed to name the City, its officials, officers, employees, agents and volunteers as additional insureds using endorsement form ISO CG 20 38 04 13 or an endorsement providing equivalent coverage. Consultant shall not allow any subconsultant to commence work on any subcontract relating to this Agreement until it has received satisfactory evidence of subconsultant’s compliance with all insurance requirements under this Agreement, to the extent applicable. The Consultant shall provide satisfactory evidence of compliance with this section upon request of the City.

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Attachment 3
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CA/CI FOR VARIOUS LFTM PROJECTS AND ARTERIAL MEDIAN

IMPROVEMENT PROJECT

City of Lake Forest
100 Civic Center Dr.

Lake Forest, CA 92630

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City of Lake Forest
Professional Consultant Services Agreement
CA/CI for Various LFTM Projects and Arterial Median Improvement Project
I. PARTIES AND DATE. ................................ ................................ ..............

II. RECITALS. ................................ ................................ ..............................

III. TERMS................................. ................................ ................................ ..

IV. SIGNATURES. ................................ ................................ ........................

V. EXHIBIT "A" SCOPE OF SERVICES ................................ ...........................

VI. EXHIBIT "B" - SCHEDULE OF SERVICES ................................ ..................

VII. EXHIBIT "C" - COMPENSATION ................................ ..............................

VIII. EXHIBIT "D" - INSURANCE REQUIREMENTS ................................ ...........

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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 3 1. PARTIES AND DATE.

This Agreement is made and entered into this [***INSERT DAY***] day of [***INSERT MONTH***], [***INSERT YEAR***], by and between the City of Lake Forest, a municipal corporation, organized under the laws of the State of California, with its principal place of business at 100 Civic Center Drive, Lake Forest, California 92630 (“City”) and Transtech Engineers, Inc., a California Corporation (Inc.) , with its principal place of business at 13367 Benson Avenue, Chino, CA 91710 (“Consultant”). City and Consultant are sometimes individually referred to herein as “Party” and collectively as “Parties.” DocuSign Envelope ID: A834D4E2-E226-42C8-AFF0-5DC9EBF59FF1 Item: 11
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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 4 2. RECITALS.

2.1. Consultant.

Consultant desires to perform and assume responsibility for the provision of certain professional Contract Administration and Construction Inspection Consulting Services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing professional Contract Administration and Construction Inspection Consulting Services to public clients, is licensed in the State of California, and is familiar with the plans of City.

2.2. Project.

City desires to engage Consultant to render such professional Contract Administration and Construction Inspection Consulting Services for the Contract Administration and Construction Inspection Consulting Services ("Project") as set forth in this Agreement.

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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 5 3. TERMS.

3.1. Scope of Services and Term.

3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional Contract Administration and Construction Inspection Consulting Services consulting services necessary for the Project ("Services"). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations.

3.1.2 Term. The term of this Agreement shall be from May 7, 2024 to May 6, 2027, unless earlier terminated as provided herein. The City shall have the unilateral option, at its sole discretion, to renew this Agreement annually for no more than two (2) additional one-year terms. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines.

3.2. Responsibilities of Consultant.

3.2.1 Independent Contractor; Control and Payment of Subordinates. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Neither City, nor any of its officials, officers, directors, employees or agents shall have control over the conduct of Consultant or any of Consultant's officers, employees, or agents, except as set forth in this Agreement. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance.

3.2.2 Schedule of Services. Consultant shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit "B" attached hereto and incorporated herein by reference. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, City shall respond to Consultant's submittals in a timely manner. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services.

3.2.3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of City.

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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 6 3.2.4 Substitution of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant at the request of the City. The key personnel for performance of this Agreement are as follows: Okan Demirci, Project Manager.

3.2.5 City's Representative. The City hereby designates Thomas E. Wheeler, Director of Public Works/City Engineer, or his/her designee, to act as its representative in all matters pertaining to the administration and performance of this Agreement ("City's Representative"). City's Representative shall have the power to act on behalf of the City for review and approval of all products submitted by Consultant but not the authority to enlarge the Scope of Work or change the total compensation due to Consultant under this Agreement. The City Manager shall be authorized to act on City's behalf and to execute all necessary documents which enlarge the Scope of Work or change the Consultant's total compensation subject to the provisions contained in Section 3.3 of this Agreement. Consultant shall not accept direction or orders from any person other than the City Manager, City's Representative or his/her designee.

3.2.6 Consultant's Representative. Consultant hereby designates Ahmad Ansari, Principal, or his/her designee, to act as its representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his/her best skill and attention, and shall be responsible for all means, methods, techniques, sequences, and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.

3.2.7 Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times.

3.2.8 Standard of Care; Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subconsultants shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subconsultants have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. Any employee of the Consultant or its DocuSign Envelope ID: A834D4E2-E226-42C8-AFF0-5DC9EBF59FF1 Item: 11
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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 7 sub-consultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re employed to perform any of the Services or to work on the Project.

3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If Consultant performs any work knowing it to be contrary to such laws, rules and regulations, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees, agents, and volunteers free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations.

3.2.10 Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions, where applicable, shall include, but shall not be limited to: (A) adequate life protection and lifesaving equipment and procedures; (B) instructions in accident prevention for all employees and subconsultants, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures.

3.2.11 Insurance. Consultant agrees to procure and maintain, at Consultant’s expense all insurance specified in Exhibit “D” attached hereto and by this reference incorporated herein. Consultant shall require all subconsultants to carry the same policies and limits of insurance that the Consultant is required to maintain, unless otherwise approved in writing by the City.

3.2.12 Water Quality Management and Compliance.

3.2.12.1 Storm Water Management. Storm, surface, nuisance, or other waters may be encountered at various times during the Services. Consultant hereby acknowledges that it has investigated the risk arising from such waters, and assumes any and all risks and liabilities arising therefrom.

3.2.12.2 Compliance with Water Quality Laws, Ordinances and Regulations. Consultant shall keep itself and all subcontractors, staff, and employees fully informed of and in compliance with all local, state and federal laws, rules and regulations that may impact, or be implicated by the performance of the Services including, without limitation, all applicable provisions of the City’s ordinances regulating water quality and storm water; the Federal Water Pollution Control Act (33 U.S.C. § 1251, et seq.); the California Porter-Cologne Water Quality Control Act (Water Code § 13000 et seq.); and any and all regulations, policies, or permits issued pursuant to any such authority. Consultant must additionally comply with the lawful requirements of the City, and any other DocuSign Envelope ID: A834D4E2-E226-42C8-AFF0-5DC9EBF59FF1 Item: 11
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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 8 municipality, drainage district, or other local agency with jurisdiction over the location where the Services are to be conducted, regulating water quality and storm water discharges.

3.2.12.3 Compliance with DAMP and LIP. In addition to compliance with the laws, ordinances and regulations listed in Section 3.2.12.2 of this Agreement, Consultant must comply with all applicable requirements of the Orange County Drainage Area Management Plan (“DAMP”), the City of Lake Forest Local Implementation Plan (“LIP”) and the applicable Water Quality Management Plan (“WQMP”). The DAMP contains requirements related to design and construction of public projects. Consultant must be familiar the DAMP, and the LIP and comply with the requirements as specified therein.

A copy of the DAMP is available on the internet at:
http://www.ocwatersheds.com/documents/damp/mapplan
A copy of the LIP is available on the internet at:
http://www.lakeforestca.gov/296/Local-Implementation-Plan-LIP

3.2.12.4 Standard of Care. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the work assigned to them without impacting water quality in violation of the laws, regulations and policies described in Sections 3.2.12.2 and 3.2.12.3 of this Agreement. Consultant further warrants that it, its employees and subcontractors have or will receive adequate training, as determined by the City, regarding these requirements as they may relate to the Services.

3.2.12.5 Liability for Non-compliance.
(A) Indemnity: Failure to comply with laws, regulations, and ordinances listed in Sections 3.2.12.2 and 3.2.12.3 of this Agreement is a violation of federal and state law. Notwithstanding any other indemnity contained in this Agreement, Consultant agrees to indemnify and hold harmless the City, its officials, officers, agents, employees and authorized volunteers from and against any and all claims, demands, losses or liabilities of any kind or nature which the City, its officials, officers, agents, employees and authorized volunteers may sustain or incur for noncompliance with the laws, regulations, and ordinances listed above, arising out of or in connection with the Services, except for liability resulting from the sole established negligence, willful misconduct or active negligence of the City, its officials, officers, agents, employees or authorized volunteers. (B) Defense: City reserves the right to defend any enforcement action or civil action brought against the City for Consultant’s failure to comply with any applicable water quality law, regulation, or policy. Consultant hereby agrees to be bound by, and to reimburse the City for the costs associated with, any settlement reached between the City and the relevant enforcement entity. (C) Damages: City may seek damages from Consultant for delay in completing the Services caused by Consultant’s failure to comply with the laws, regulations and policies described in Sections 3.2.12.2 and 3.2.12.3 of this Agreement, or any other relevant water quality law, regulation, or policy. regulation, or policy.

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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 9 3.3. Fees and Payments.

3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "C" attached hereto and incorporated herein by reference. The total compensation shall not exceed ONE HUNDRED TWENTY-THREE THOUSAND SEVEN HUNDRED SIXTY-FIVE DOLLARS ($123,765.00) without written approval of the City Council or City Manager as applicable. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement.

3.3.2 Payment of Compensation. Consultant shall submit to City a monthly invoice which indicates work completed and hours of Services rendered by Consultant. The invoice shall describe the amount of Services provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the invoice. City shall, within 30 days of receiving such invoice, review the invoice and pay all non-disputed and approved charges thereon. If the City disputes any of Consultant's fees, the City shall give written notice to Consultant within thirty (30) days of receipt of an invoice of any disputed fees set forth therein.

3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City, or included in Exhibit "C" of this Agreement.

3.3.4 Extra Work. At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the Parties did not reasonably anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work without written authorization from the City.

3.3.5 Rate Increases. In the event that this Agreement is renewed pursuant to Section 3.1.2, the rate set forth in Exhibit “C” may be adjusted each year at the time of renewal as set forth in Exhibit “C.”

3.4. Labor Code Requirements.

3.4.1 Prevailing Wages. Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and since the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant's principal place of business and at the project site. It is the intent of the parties to effectuate the requirements of sections 1771, 1774, 1775, 1776, 1777.5, 1813, and 1815 of the Labor Code within this Agreement, and Consultant shall therefore comply with such Labor Code sections to the fullest extent required by law. Consultant shall defend, indemnify and hold the City, its officials, officers, employees, DocuSign Envelope ID: A834D4E2-E226-42C8-AFF0-5DC9EBF59FF1 Item: 11
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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 10 agents, and volunteers free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.

3.4.2 Registration. If the Services are being performed as part of an applicable “public works” or “maintenance” project, in addition to the foregoing, then pursuant to Labor Code sections 1725.5 and 1771.1, the Consultant and all subconsultants must be registered with the Department of Industrial Relations (“DIR”). Consultant shall maintain registration for the duration of the project and require the same of any subconsultants. This project may also be subject to compliance monitoring and enforcement by the DIR. It shall be Contractor’s sole responsibility to comply with all applicable registration and labor compliance requirements, including the submission of payroll records directly to the DIR.

3.5. Accounting Records.

3.5.1 Maintenance and Inspection. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement.

3.6. General Provisions.

3.6.1 Termination of Agreement.

3.6.1.1 Grounds for Termination. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause.

3.6.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request.

3.6.1.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated.

3.6.1.4 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose:

Consultant: Transtech Engineers, Inc.
13367 Benson Avenue
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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 11 Chino, CA 91710
ATTN: Ahmad Ansari, Principal
City: City of Lake Forest
100 Civic Center Drive
Lake Forest, CA 92630
ATTN: City Clerk
Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.

3.6.2 Ownership of Materials and Confidentiality.

3.6.2.1 Documents & Data; Licensing of Intellectual Property. This Agreement creates a non exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subconsultants to agree in writing that City is granted a non exclusive and perpetual license for any Documents & Data the subconsultant prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents & Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk.

3.6.2.2 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents & Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City.

3.6.2.3 Confidential Information. The City shall refrain from releasing Consultant’s proprietary information ("Proprietary Information") unless the City's legal counsel determines that the release of the Proprietary Information is required by the California Public Records Act or other applicable state or federal law, or order of a court of competent jurisdiction, in which case the City shall notify Consultant of its intention to release Proprietary Information. Consultant shall have five (5) DocuSign Envelope ID: A834D4E2-E226-42C8-AFF0-5DC9EBF59FF1 Item: 11
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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 12 working days after receipt of the Release Notice to give City written notice of Consultant's objection to the City's release of Proprietary Information. Consultant shall indemnify, defend and hold harmless the City, and its officers, directors, employees, and agents from and against all liability, loss, cost or expense (including attorney’s fees) arising out of a legal action brought to compel the release of Proprietary Information. City shall not release the Proprietary Information after receipt of the Objection Notice unless either: (1) Consultant fails to fully indemnify, defend (with City's choice of legal counsel), and hold City harmless from any legal action brought to compel such release; and/or (2) a final and non- appealable order by a court of competent jurisdiction requires that City release such information.

3.6.3 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement.

3.6.4 Attorney's Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reason¬able attorney's fees and all other costs of such action.

3.6.5 Indemnification.

To the fullest extent permitted by law, Consultant shall defend (with counsel of City’s choosing), indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant's Services, the Project or this Agreement, including without limitation the payment of all damages, expert witness fees and attorneys fees and other related costs and expenses. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the Consultant or the City, its officials, officers, employees, agents or volunteers.

If Consultant’s obligation to defend, indemnify, and/or hold harmless arises out of Consultant’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant’s liability for such claim, including the cost to defend, shall not exceed the Consultant’s proportionate percentage of fault.

3.6.6 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties.

3.6.7 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Orange County.

3.6.8 Time of Essence. Time is of the essence for each and every provision of this Agreement.

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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 13 3.6.9 City's Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project.

3.6.10 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties.

3.6.11 Assignment or Transfer. Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer.

3.6.12 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subconsultants of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.

3.6.13 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.

3.6.14 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise.

3.6.15 No Third-Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties.

3.6.16 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

3.6.17 Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant¬, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

3.6.18 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subconsultant, employee or applicant for employment DocuSign Envelope ID: A834D4E2-E226-42C8-AFF0-5DC9EBF59FF1 Item: 11
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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 14 because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted.

3.6.19 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require 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 agrees to comply with such provisions before commencing the performance of the Services.

3.6.20 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party.

3.6.21 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.

3.7. Subcontracting.

3.7.1 Prior Approval Required. Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement.

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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 15 4. SIGNATURES.

4.1. SIGNATURES.

CITY OF LAKE FOREST Transtech Engineers, Inc.

By: [AUTHORIZED CITY SIGNATURE]

Mark Tettemer
Mayor
By: [VENDOR SIGNATURE 1]

Allen Cayir
President
[If Corporation, TWO SIGNATURES,
President OR Vice President AND Secretary
OR Treasurer REQUIRED]
ATTEST:

By: [CITY CLERK SIGNATURE]

Lisa Berglund
City Clerk
By: [VENDOR SIGNATURE 2]

Sybil Cayir
Secretary (Corporation or LLC)
APPROVED AS TO FORM:

By: [CITY ATTORNEY SIGNATURE]

Best Best & Krieger LLP
City Attorney

[CONTRACT ADMINISTRATOR APPROVAL]
[PROJECT MANAGER APPROVAL]
[CITY CLERK - INSURANCE APPROVAL]
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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 16 5. EXHIBIT "A" SCOPE OF SERVICES

5.1. EXHIBIT "A" SCOPE OF SERVICES
Consultant shall provide the following Contract Administration and Construction Inspection Consulting Services relative to the City's Contract Administration and Contract Inspection (CA/CI) Services for Various LFTM Projects and Arterial Median Project project.

Contract Administration (To be provided by TRANSTECH. Prime Consultant) A. Assist the City in securing bids, preparing necessary addenda, answering bidders’ questions, providing analysis of bid results, and furnishing a recommendation on the award of construction contracts.

B. Prepare special concerns to be presented at the preconstruction conference. Determine requirements, and identify any necessary permits from the City, various utility companies, and state and federal agencies as required to construct and operate the improvements for all projects up-front prior to the preconstruction conference. Prior to the commencement of construction, assist the City in preparing a notice to utilities identifying the impact of the project on their utilities and for any relocation required. (It is assumed all necessary utility notices will be sent and all utilities will be shown on the final plans by the Engineer of Record. It is assumed all permits will be obtained by the Engineer of Record as part of the final plans.) C. Hold a pre-construction conference, present special project requirements, and prepare minutes.

This will include the preparation of an agenda and reviewing/commenting on the Contractor’s schedule, including an Initial 4- week look-ahead schedule.

D. Provide contract administration for proper enforcement of the contract plans and specifications.

This will include but is not limited to, assisting the City in reviewing bonds and insurance to verify compliance with specifications, verifying that the contractor has obtained all the required permits for the construction of the project, reviewing submitted certified payroll records (CPRs) for compliance with the applicable wage rates. (Since this is not federally funded project, it is assumed the Contractor will upload CPRs onto DIR Website. There will be no formal Labor Compliance performed.)
E. Provide engineering support, as needed, to make as-built revisions to the original plans. (It is assumed the Contractor will provide field red-lines, Inspector will review the field redlines, and transmit them to the Engineer of Record to prepare As-built plans in City’s required format.) F. Provide the necessary consulting services required to coordinate the efforts between the City and Contractor. Maintain a correspondence, information, and document tracking system to ensure that correspondence requiring responses, requests, and submittals are answered in a timely manner and that project files are maintained in an orderly manner.

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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 17 G. Administer, review, and track Requests for Information (RFI’s), Requests for Clarifications (RFC’s), and shop drawings. (It is assumed the Engineer of Record will review and respond to RFI’s and RFC’s related to the documents prepared by him/her.) H. Review and recommend approval of progress payment requests to the City. Prior to the Notice to Proceed, the contractor will submit for approval by the City a schedule of values for all lump sum items. The consultant’s construction management staff and contractor shall meet after the agreed-upon cut-off date to review and verify the quantities of work completed during this period. Once agreed upon, the contractor shall submit an invoice for work completed. The consultant shall then initiate the progress pay procedures.

I. For Federally Funded projects, the work will be in accordance with Caltrans' Construction Oversight Information Notices (COIN) including No. 1: Keeping Adequate Construction Records; COIN No. 2: FHWA Risk Management Plan for Recovery Act Projects; COIN No. 3 Quality Assurance Program (QAP); COIN No. 4 Do Not Use Local Hiring Preferences; COIN No.10 Frequently Observed Deficiencies in Contract Administration; COIN No 11: Administration of Contract Time, and any other applicable construction-related COIN publications. (It is assumed this project is not Federally Funded and this task is not applicable.) J. Attend meetings with the Contractor and Inspector at the site, as needed, to maintain continuity for control of the overall progress of the work. (This field meetings will be conducted primarily by ARDURRA Inspector during construction, which is part of Construction Inspection. Transtech CM may attend limited meetings when needed.)
K. Provide necessary coordination with other agencies, including submitting permit applications and other potential grant application documents and documentation as well. (It is assumed all permits will be obtained by the Engineer of Record as part of the final plans. It is assumed there will be no Grant Application Preparation involved.))
L. Consult with the City regarding the disposition of Contract Change Orders (CCOs) and Stop Notices. All contract change orders must be issued by the City’s Project Manager or authorized representative. The consultant has no authority to issue Change Orders. Owner-initiated changes will be initiated by the City. The consultant shall negotiate and document cost increases or credits with the contractor and assess schedule impact. All Stop Notices must be immediately reported to the City’s Project Manager. (It is assumed the Engineer of Record will review Change Orders related to the documents prepared by him/her. and provide his/her comments and recommendations.)
M. Perform a Constructability Review of the plans and specifications during the final design preparation. Verify bid item quantity take-off amounts, ensure bid schedules and pay applications fully account for all items to be constructed or provided by the contractor, and ensure engineering design standards provided by the City’s engineering design consultant meet current construction standards and methods. (Since the plans are at final completion level, It is DocuSign Envelope ID: A834D4E2-E226-42C8-AFF0-5DC9EBF59FF1 Item: 11
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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 18 assumed the effort for this task will be minimal. It is assumed the quantities calculated by the Engineer are final.)
N. Review the Contractor’s initial and updated construction schedules for compliance with the contract documents and verify that the schedules accurately represent the scope of work.

Monitor the overall project schedule and provide the City with monthly schedule progress reports. Prepare weekly statements of working days documenting the construction progress, time of completion, delays, and time extensions. (Weekly statements of working days documenting the construction progress, time of completion, delays, and time extensions will be prepared by the Inspector as part of the Construction Inspection Services.) O. Assist the City in maintaining a good relationship with the public. Answer citizen inquiries and complaints for the City relating to the project. (This task is assume to be part of part of the Construction Inspection Services.)
P. Coordinate the schedules and responses of other City consultants or contractors (designers, surveyors, and materials testing laboratories) to ensure that the project proceeds on schedule. (This task is assumed to be part of part of the Construction Inspection Services. It is assumed any surveying services, materials testing and inspection any specialty inspection services will be provided by others.)
Q. Coordinate construction with adjacent businesses or residences to ensure that they are afforded access to their property at all times, and to enforce the working hours and noise restrictions provided in the specifications. (This task is assumed to be part of part of the Construction Inspection Services.)
R. Enforce the provisions of the specifications that require contractors to post or distribute public notices. Enforce the requirement for re-noticing when construction schedules change. (This task is assumed to be part of part of the Construction Inspection Services.) S. Coordinate with public utilities and other public agencies to resolve construction questions, scheduling conflicts, or safety issues. (This task is assumed to be part of part of the Construction Inspection Services.)
T. Coordinate with the contractor to ensure that Storm Water Pollution Prevention Plans, Water Quality control measures, and air pollution measures are effectively and consistently implemented. (This task is assumed to be part of part of the Construction Inspection Services.) U. At the completion of the project, coordinate inspection of the work to determine if any work is incomplete. Prepare a punch list of the incomplete work and provide it to the Contractor and City. Coordinate subsequent inspections to confirm that incomplete work has been completed satisfactorily. (This task is assumed to be part of part of the Construction Inspection Services.) V. At the completion of the project, turn over all documents including final redline as-builts. A final project report will be prepared summarizing the project and performance of the contractor.

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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 19 Construction Inspection (To be provided by ARDURRA, Sub Consultant) A. Provide daily field observation during construction monitoring the general progress of the work to determine if the work is proceeding in accordance with the contract documents.

B. Inspect the location, line, and grade of the facilities that are constructed.

C. Maintain accurate records of the quantities of materials that are constructed.

D. Maintain accurate records of the project schedule, days worked by the contractor, and working days lost to weather or similar delays.

E. Maintain accurate records of the equipment on the job; and the idle or working time of the equipment.

F. Maintain accurate records of accidents or claims that are related to the construction.

G. For Federally Funded projects, the work will be in accordance with Caltrans' Construction Oversight Information Notices (COIN) including No. 1: Keeping Adequate Construction Records; COIN No. 2: FHWA Risk Management Plan for Recovery Act Projects; COIN No. 3 Quality Assurance Program (QAP); COIN No. 4 Do Not Use Local Hiring Preferences; COIN No.10 Frequently Observed Deficiencies in Contract Administration; COIN No 11: Administration of Contract Time, and any other applicable construction-related COIN publications. (It is assumed this project is not Federally Funded and this task is not applicable.) H. Coordinate contractor requests for interpretation of the plans and/or specifications in a manner that will document the resolution of questions and keep the project on schedule. (It is assumed the Engineer of Record will review and respond to questions related to the documents prepared by him/her.)
I. As required by the project specifications or funding conduct labor compliance interviews. (Since this is not federally funded project, it is assumed the Contractor will upload CPRs onto DIR Website. There will be no formal Labor Compliance performed.) J. Review and monitor all traffic control and public safety plans for compliance with all safety laws and regulations. Review all detours, lane closures, temporary access, signing, delineation, and traffic control plans. The inspector will enforce traffic control safety requirements in and around construction zones. (The traffic control review will be limited to field conditions. There will be no engineering review of traffic control plans. It is assumed, any traffic control plans required by the City will be prepared by a licensed Traffic Engineer, either under Contractor or under Engineer of Record.)
K. Review pedestrian and accessible facilities potentially impacted by the project to ensure that pedestrian traffic and accessible traffic are safely and reasonably afforded access through the project.

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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 20 L. Through independent inspections ensure that the contractor maintains traffic control, pedestrian access, and storm runoff at all times (during weekends, holidays, and storms). (The traffic control review will be limited to field conditions by the Construction Inspector. There will be no engineering review of traffic control plans. It is assumed, any traffic control plans required by the City will be prepared by a licensed Traffic Engineer, either under Contractor or under Engineer of Record. If any review is requested outside the working days and hours, additional time for the Inspector will be charged as necessary.)
M. Ensure that the contractor protects its worksite from pedestrians and motorists at all times and that nighttime traffic controls are secured at the end of each workday. Whenever trench plates are used on the roadway, the inspector shall ensure that the trench plates are properly ramped and secured to the pavement at the end of each workday.

N. Enforce water quality best management practices, stormwater pollution prevention plans, and water quality management plans at all times.

O. Meet with the Contractor at the beginning of each workday and review proposed work plans, including specific details that may affect progress.

P. Review actual Contractor performance throughout working days and discuss discrepancies with the Contractor as they occur.

Q. Maintain copies of all permits needed to construct the project and enforce all special requirements of each permit.

R. Assist the City in maintaining good relations with residents and businesses in the surrounding neighborhood. Respond to citizen complaints and inquiries regarding the project and ensure residents impacted by construction are informed of the project’s progress and potential impacts.

S. Review construction schedules and enforce requirements for updating schedules and maintaining appropriate progress of the work.

T. Evaluate work in progress and give a weekly status report to the City for the City’s use in determining any effect of scheduling delays and any needed enforcement or corrective action. (Weekly reports will comprise of daily dairies/reports prepared by the Inspector.) U. Maintain field file-bound workbooks during construction, including quantities constructed, daily and weekly reports, working-day reports, change order documentation, and other documentation and photographs.

V. Review, evaluate, and discuss with the City all requests for changes of work, including costs involved, and prepare change orders. (It is assumed the Engineer of Record will review Change Orders related to the documents prepared by him/her. and provide his/her comments and recommendations.)
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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 21 W. Maintain detailed records of workers and hours, and equipment and materials utilized under force account change orders.

X. Review and recommend approval of progress payments.

Y. Recommend and schedule, with the City and applicable agencies, the final inspection.

Z. Provide a final report summarizing all issues for project closeout. The report will document final inspections and the final punch lists of items to be completed and verify that all items on the final punch lists have been completed or corrected. The consultant shall assist the City in following up on defective work performed by contractors covered by warranties. The contractor will provide a follow-up report to the City following the final inspection stating that the installation of improvements was completed in accordance with the plans and specifications and provide necessary data for the City's acceptance of the project.

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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 22 6. EXHIBIT "B" - SCHEDULE OF SERVICES

6.1. EXHIBIT "B" - SCHEDULE OF SERVICES
The Consultant shall provide the services described in Exhibit “A” Scope of Services as directed by the City.

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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 23 7. EXHIBIT "C" - COMPENSATION

7.1. EXHIBIT "C" - COMPENSATION
Consultant shall be paid for services in accordance with Section 3.3 of the Agreement and as described above under Exhibit “A” Scope of Services and the not to exceed fee of ONE HUNDRED TWENTY-THREE THOUSAND SEVEN HUNDRED SIXTY-FIVE DOLLARS ($123,765.00) and billed at the following rates:

PROJECT #5: ARTERIAL MEDIANS IMPROVEMENT PROJECT

ALLOCATION OF RESOURCES
PROJECT #5:

ARTERIAL MEDIANS IMPROVEMENT PROJECT
Assumed Working Day Construction Duration: 45
Task/Classification
Sr.Eng, PM
Provided by

TRANSTECH
Sr. Field CM
Provided by

TRANSTECH
Inspector
Provided
by

ARDURRA
Office
Engineer
Provided by

TRANSTECH
Total
Hours
Total
Cost
Hourly Rate $225 $195 $200 $160
Task 1.0 - Preliminary
Construction Meeting and
Administration - Fixed Fee

16.00 32.00 8.00 32.00 88.00 $16,560
Task 1.1 - Project CA/CI -
Anticipated Construction
Duration 200 Working Days -
Not-to-Exceed Fee

22.50 67.50 360.00 45.00 495.00 $97,425
Task 1.2 -Project Close-out
and Documentation Transfer -
Fixed Fee

4.00 8.00 8.00 16.00 36.00 $6,620
Task 1.3 - One-year Warranty
Inspection - Fixed Fee 0.00 8.00 8.00 0.00 16.00 $3,160 Total Hours 42.50 115.50 384.00 93.00 635.00
Total Fees $9,563 $22,523 $76,800 $14,880 $123,765
Above level of effort, durations and staff classifications and their hourly rates are average, and may be adjusted/re- allocated between staff and tasks as necessary depending on actual work progress and needs.

FEE BREAKDOWN BY COMPANY

TT FEE

FOR PM, CM,
ADMIN
(CA) SERVICES

ARDURRA
FEE
FOR

INSPECTION
(CI)

SERVICES
TOTAL
FEE
$46,965 $76,800 $123,765

37.95% 62.05% 100.00%

In the event that this Agreement is renewed pursuant to Section 3.1.2, the rates set forth above may be increased or reduced each year at the time of renewal, but any increase shall not exceed the Consumer Price Index, All Urban Consumers, Los Angeles-Long Beach-Anaheim.

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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 24 8. EXHIBIT "D" - INSURANCE REQUIREMENTS

8.1. EXHIBIT "D" - INSURANCE REQUIREMENTS

1.1.1 Time for Compliance. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Consultant shall not allow any subconsultant to commence work on any subcontract until it has provided evidence satisfactory to the City that the subconsultant has secured all insurance required under this section.

1.1.2 Types of Insurance Required. As a condition precedent to the effectiveness of this Agreement for work to be performed hereunder, and without limiting the indemnity provisions of the Agreement, the Consultant, in partial performance of its obligations under such Agreement, shall procure and maintain in full force and effect during the term of the Agreement the following policies of insurance. If the existing policies do not meet the insurance requirements set forth herein, Consultant agrees to amend, supplement or endorse the policies to do so. (A) Commercial General Liability: Commercial General Liability Insurance which affords coverage at least as broad as Insurance Services Office "occurrence" form CG 0001, or the exact equivalent, with limits of not less than $1,000,000 per occurrence and no less than $2,000,000 in the general aggregate. Defense costs shall be paid in addition to the limits. The policy shall contain no endorsements or provisions (1) limiting coverage for contractual liability; (2) excluding coverage for claims or suits by one insured against another (cross-liability); or (3) containing any other exclusion(s) contrary to the terms or purposes of this Agreement.
(B) Automobile Liability Insurance: Automobile Liability Insurance with coverage at least as broad as Insurance Services Office Form CA 0001 covering "Any Auto" (Symbol 1), or the exact equivalent, covering bodily injury and property damage for all activities with limits of not less than $1,000,000 combined limit for each occurrence.
(C) Workers’ Compensation: Workers' Compensation Insurance, as required by the State of California and Employer's Liability Insurance with a limit of not less than $1,000,000 per accident for bodily injury and disease.
(D) Professional Liability (Errors & Omissions): Professional Liability insurance or Errors & Omissions insurance appropriate to Consultant’s profession with limits of not less than $1,000,000. Covered professional services shall specifically include all work to be performed under the Agreement and delete any exclusions that may potentially affect the work to be performed (for example, any exclusions relating to lead, asbestos, pollution, testing, underground storage tanks, laboratory analysis, soil work, etc.). If coverage is written on a claims-made basis, the retroactive date shall precede the effective date of the initial Agreement and continuous coverage will be maintained or an extended reporting period will be exercised for a period of at least three (3) years from termination or expiration of this Agreement.

1.1.3 Insurance Endorsements. Required insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms approved by the City to add the following provisions to the insurance policies:

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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 25 (A) Commercial General Liability
(1) Additional Insured: The City, its officials, officers, employees, agents, and volunteers shall be additional insureds with regard to liability and defense of suits or claims arising out of the performance of the Agreement.

Additional Insured Endorsements shall not (1) be restricted to "ongoing operations"; (2) exclude "contractual liability"; (3) restrict coverage to "sole" liability of Consultant; or (4) contain any other exclusions contrary to the terms or purposes of this Agreement. For all policies of Commercial General Liability insurance, Consultant shall provide endorsements in the form of ISO CG 20 10 10 01 and 20 37 10 01 (or endorsements providing the exact same coverage) to effectuate this requirement. (2) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium. (B) Automobile Liability:
(1) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium. (C) Professional Liability (Errors & Omissions):
(1) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium. (2) Contractual Liability Exclusion Deleted: This insurance shall include contractual liability applicable to this Agreement. The policy must “pay on behalf of” the insured and include a provision establishing the insurer’s duty to defend.
(D) Workers’ Compensation:
(1) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium. (2) Waiver of Subrogation: A waiver of subrogation stating that the insurer waives all rights of subrogation against the City, its officials, officers, employees, agents, and volunteers.

1.1.4 Primary and Non-Contributing Insurance. All policies of Commercial General Liability and Automobile Liability insurance shall be primary and any other insurance, deductible, or self- insurance maintained by the City, its officials, officers, employees, agents, or volunteers shall not contribute with this primary insurance. Policies shall contain or be endorsed to contain such provisions.

1.1.5 Waiver of Subrogation. All policies of Commercial General Liability and Automobile Liability insurance shall contain or be endorsed to waive subrogation against the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a DocuSign Envelope ID: A834D4E2-E226-42C8-AFF0-5DC9EBF59FF1 Item: 11
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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 26 loss. Consultant hereby waives its own right of recovery against the City, its officials, officers, employees, agents, and volunteers, and shall require similar written express waivers and insurance clauses from each of its subconsultants.

1.1.6 Deductibles and Self-Insured Retentions. Any deductible or self-insured retention must be approved in writing by the City and shall protect the City, its officials, officers, employees, agents, and volunteers in the same manner and to the same extent as they would have been protected had the policy or policies not contained a deductible or self-insured retention.

1.1.7 Evidence of Insurance. The Consultant, concurrently with the execution of the Agreement, and as a condition precedent to the effectiveness thereof, shall deliver either certified copies of the required policies, or original certificates on forms approved by the City, together with all endorsements affecting each policy. Required insurance policies shall not be in compliance if they include any limiting provision or endorsement that has not been submitted to the City for approval. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. At least fifteen (15 days) prior to the expiration of any such policy, evidence of insurance showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or reduced and not replaced immediately so as to avoid a lapse in the required coverage, Consultant shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies.

1.1.8 Failure to Maintain Coverage. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced immediately so as to avoid a lapse in the required coverage, 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 Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement effective upon notice.

1.1.9 Acceptability of Insurers. Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A:VII and authorized to transact business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law.

1.1.10 Enforcement of Contract Provisions (non estoppel). Consultant acknowledges and agrees that actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement imposes no additional obligation on the City nor does it waive any rights hereunder.

1.1.11 Requirements Not Limiting. Requirement of specific coverage or minimum limits contained in this Appendix are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance.

1.1.12 Insurance for Subconsultants. Consultant shall include all subconsultants engaged in any work for Consultant relating to this Agreement as additional insureds under the Consultant's policies, or the Consultant shall be responsible for causing subconsultants to purchase the appropriate insurance in compliance with the terms of these Insurance Requirements, including adding the City, its DocuSign Envelope ID: A834D4E2-E226-42C8-AFF0-5DC9EBF59FF1 Item: 11
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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 27 officials, officers, employees, agents, and volunteers as additional insureds to the subconsultant's policies. All policies of Commercial General Liability insurance provided by Consultant’s subconsultants performing work relating to this Agreement shall be endorsed to name the City, its officials, officers, employees, agents and volunteers as additional insureds using endorsement form ISO CG 20 38 04 13 or an endorsement providing equivalent coverage. Consultant shall not allow any subconsultant to commence work on any subcontract relating to this Agreement until it has received satisfactory evidence of subconsultant’s compliance with all insurance requirements under this Agreement, to the extent applicable. The Consultant shall provide satisfactory evidence of compliance with this section upon request of the City.

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Attachment 4
Item: 11
253

Contact #1: Contact #2: Contact #3:

Agency: City of Irvine City of Pico Rivera City of Downey Project:

Kazan Walnut Traffic Signal
Improvements
Traffic Signal
Improvements Paramount
Blvd.

Imperial Highway Traffic
Signal Upgrades
Contact Info: Darell Hartman Kenner Guerrero Ed Norris
Phone: (949-724-7556 (562) 801-4351 (562) 904-7110
Email: [email protected] [email protected]

QUESTIONS RESPONSE RESPONSE RESPONSE

1. What were the services
performed?
Kal Lambaz performed
Design and Construction
Management
Traffic Signal
Improvements Paramount
Blvd.

Construction engineering,
inspection and material
testing.

2. How would you rate the quality
of work? Very good Very good Very good

3. How well did they adhere to
budget? Very good
Good. Aside from some
material delays not under
their control which effected
the budget.

They adhered to the
budget but ended up
exceeding it because of
additional working days we
ended up giving the
contractor due to COVID.

4.Rate the day-to-day
communication with the firm.

Very good. Kal Lambaz did
an excellent job
communicating day-to-day
project information
Very good
Very good. Mr. Fakhouri
(CM) and inspectors are
very responsive.

5. Would you hire the firm again?
Yes. I would hire Kal
Lambaz to manage any
project
Yes.

Yes absolutely. They are
currently providing project
management and
constructability review
services for us.

6. Do you have any additional
comments or information
regarding your experience with
the firm?
Kal Lambaz is an excellent
project manager and any
project under his control will
be a success
Loved working with them.

They communicated well
and had good control over
contractor in keeping the
budget.

Where this firm really
shines is on federally-
funded projects. They
know the Caltrans LAPM
as well as any firm out
there.

CITY OF LAKE FOREST - DEPARTMENT OF PUBLIC WORKS
Construction Administration/Construction Inspection - LFTM Projects

REFERENCE CHECK
FCG Consultants, Inc.

Item: 11
254

Contact #1: Contact #2: Contact #3:

Agency: City of Chino City of Tustin City of San Bernardino Project: Various Projects Veterans Sports Park
Seccombe Lake Park &
Paris Hills Park
Contact Info: Amer Jakher Ken Nishikawa Saba Engineer
Phone: (909)332-3250 (714) 573-3170 (909)384-5284
Email: [email protected]

QUESTIONS RESPONSE RESPONSE RESPONSE

1. What were the services
performed?
Project
Management/Construction
Manangement
Construction Managment
on park
Staff Augmentation for
Project Manager and
Construction Inspector

2. How would you rate the quality
of work? Very good Fair Very good

3. How well did they adhere to
budget? Good Good Very good

4.Rate the day-to-day
communication with the firm. Very good Good Very good

5. Would you hire the firm again? Yes Yes Very good

6. Do you have any additional
comments or information
regarding your experience with
the firm?
Always found their staff to
be knowledgeable and
responsive.

Rate the quality of work fair
because they had three
construction manager
changes which made it
difficult for continuity on
project.

Very responsive to
inquiries, communicated
well and easy to work with.

CITY OF LAKE FOREST - DEPARTMENT OF PUBLIC WORKS
Construction Administration/Construction Inspection - LFTM Projects

REFERENCE CHECK
Z&K Consultants, Inc.

Item: 11
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Contact #1: Contact #2: Contact #3:

Agency: City of Temple City City of Ontario City of Monterey Park Contact Info: Bryan Cook, City Manager Ed Diaz, Associate Engineer Ron Bow, City Manager [email protected] [email protected] [email protected] (626) 285-2171 (909) 334-3265 (951)739-4912

QUESTIONS RESPONSE RESPONSE RESPONSE

1. What were the services performed? Primrose Park Project - Project and Construction Management
Ongoing construction management
and design.

Garvey Ranch Basketball Court
Improvements

2. How would you rate the quality of
work?
(poor, fair, good, very good)
Very good. Very good. Very good.

3. Did the firm meet all deadlines?
(Yes/No)
Yes, there were delays but not due
to Transtech.

Yes Yes, and exceeded our
expectations throughout the
project management phase.

4. Was day-to-day communication
with the firm satisfactory? (Yes/No)
Yes Yes Yes

5. Were there any issues with the
firm? (Yes/No) (No, please explain.)
No, Transtech did an outstanding job
addressing issues in the midst of the
pandemic.

None. Not at all.

6. Do you have any additional
comments or information regarding
your experience with the firm?
Again, this project was completed in
the midst of the pandemic with supply
chain issues and Transtech did an
outstanding job.

Really fast at responding to
requests.

They are a professional firm that
delivers the product on time with
quality and outstanding customer
service.

CITY OF LAKE FOREST

DEPARTMENT OF PUBLIC WORKS
Transtech
Construction Administration/Construction Inspection - LFTM Projects Item: 11
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Attachment 5
Item: 11
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CA/CI PROJECT COST PROPOSALS
$587,450.00 $470,314.60 $485,760.00 $280,440.00 $467,478.00 $459,340.00 $319,086.00 $275,550.00 $212,178.32 $218,592.00 $133,150.00 $222,012.00 $221,190.00 $151,138.00 $145,675.00 $107,564.36 $109,296.00 $72,860.00 $115,574.00 $123,765.00 $82,432.00 $191,775.00 $141,314.52 $145,728.00 $92,980.00 $151,091.00 $156,240.00 $105,334.00 $145,675.00 $107,564.36 $145,728.00 $72,860.00 $115,574.00 $123,765.00 $82,432.00 Grand Total All
Projects $1,346,125.00 $1,038,936.16 $1,105,104.00 $652,290.00 $1,071,729.00 $1,084,300.00 $740,422.00 Overall Cost Proposal
Scores 19 25 24 40 24 24 35
Project #5 - Arterial Medians
Improvement Project
Project #2: Lake Forest Drive
and Jeronimo Road
Intersection Widening Project
Project #3: Lake Forest Drive
and Rancho Parkway
Improvement Project
Project #1: CA/CI Services for
Bake Parkway and Trabuco
Road/Irvine Boulevard
Intersection Widening Project
Project #4 - Los Alisos
Boulevard and Rockfield
Boulevard Improvement
Project
Z&K Consultants,
Inc.

Southstar
Engineering &
Transtech
Engineers, Inc.

Anser Advisory
Management, LLC
FCG
Consultants, Inc.

Interwest
Consulting Group, LAE Associates, Inc.

Item: 11
258

CITY COUNCIL AGENDA REPORT
MEETING DATE: 5/7/2024
DEPARTMENT: Public Works
SUBJECT:

AWARD CONSTRUCTION CONTRACT FOR THE RIDGE ROUTE MEDIAN
IMPROVEMENT PROJECT (PW-24S07)
RECOMMENDED ACTION(S):

1. Approve contract documents for construction of the Ridge Route Median Improvement Project (PW-24S07)

2. Award a contract in the amount of $257,480 to Cheloletty Engineering, Inc.

3. Authorize the Mayor to sign, and the City Clerk to attest the contract with Cheloletty Engineering, Inc.

4. Adopt Resolution entitled: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LAKE FOREST, CALIFORNIA, AMENDING THE 2023- 2030 CAPITAL IMPROVEMENT PLAN; AMENDING APPROPRIATIONS
FOR FISCAL YEAR 2023-24.

EXECUTIVE SUMMARY:

The Ridge Route Median Improvement Project (PW- 24S07) would complete improvements to the remaining 16 median planters along Ridge Route Drive with a redesigned version of the planters. A previous project, the Ridge Route and Overlake Median Improvement Project (OPS-2021-11), replaced five median planters along a portion of Ridge Route and provided an updated design based upon the aesthetics of Veterans Park which fronts the location of the medians.

The previous project addressed the deteriorated and damaged median planters north of Muirlands. The City Council created the Ridge Route Median Improvement Project (“Project”) to complete the replacement of the remaining unimproved planters along Ridge Route.

The Project was advertised using the City’s online OpenGov procurement software on January 18, 2024. On February 15, 2024, the City received one (1) bid for this project in the amount of $257,480. The apparent low bidder is Cheloletty Engineering, Inc. (“CEI”). CEI completed the previous improvements Item: 12
259

and met the City’s expectations. The estimated total project cost to construct, inspect, provide construction support, and provide contingency is $283,228. Staff propose awarding a contract in the amount of $257,480 to CEI for this project.

The proposed contract was prepared by the Finance department and approved as to form by the City Attorney.

The 2023-2030 Capital Improvement Plan currently includes $210,000 for this project. A proposed budget amendment to increase the funding by $73,228 to fully fund the Ridge Route Median Improvement Project is included in this report for City Council approval.

BACKGROUND:

In February 2023, the City initiated the Ridge Route and Overlake Median Improvement Project (OPS-2021-11) to replace five deteriorated brick landscape planters that were chipped, cracked, faded, and damaged by vehicle collisions.

The construction of the new planters included an updated design similar to the river rock stonework at Veterans Park and was completed through a construction contract with Cheloletty Engineering, Inc. (“CEI”). The successful project led to the creation of the Ridge Route Median Improvement Project (PW- 24S07) which would reconstruct the remaining 16 brick planters along Ridge Route with the updated design. Staff included a project location map for City Council’s reference (Attachment 1).

DISCUSSION:

The proposed Ridge Route Median Improvement Project (“Project”) would replace the existing median planters on Ridge Route Drive between Muirlands and Gowdy. The project would remove the 16 remaining brick planters and associated brick pavers to construct new planters similar to the aesthetics of the Veterans Park design. No changes would be made to the existing landscaping or irrigation system under this contract. New landscaping would be installed in the removed paver areas by the City’s Medians, Parkways, and Slopes Landscape Maintenance contractor after construction of the new planters is completed. Upon approval of the award of the contract, staff anticipates project construction to begin in May 2024. The construction contract specifies 60 working days to complete the work.

On February 15, 2024, the City received one (1) bid for $257,480.00 from Cheloletty Engineering, Inc. through the OpenGov procurement portal, the City’s electronic bidding system. The solicitation received 395 views, 18 downloads, and 5 applicants who initiated an application. Staff reviewed CEI’s bid package for completeness. In addition, the electronic bidding system eliminates Item: 12
260

mathematical errors in the bids, therefore, the submitted bid results are provided in Table 1 below.

Table 1: Bid Results
Contracting Firm OpenGov Verified Total
Cheloletty Engineering, Inc. $257,480
After analysis of the bid received, staff determined that CEI was the lowest responsive, responsible bidder for this project. CEI has completed projects in both Orange and Riverside Counties. In addition, CEI recently completed the Ridge Route and Overlake Median Improvement Project in the City of Lake Forest. Staff conducted a reference check that indicated CEI is a responsible contractor (Attachment 2).

The Finance Department prepared the contract which CEI subsequently executed (Attachment 3). The City Attorney reviewed and approved the contract as to form. The contract bid amount as determined by the estimated quantities is $257,480. Per Lake Forest Municipal Code Section 3.13.085, the City Manager may approve additional work not-to-exceed 10% of the final contract amount ($25,748). The contract plans and specifications are not attached to the agenda; however, they are available for review in the Office of the City Clerk, and on the City’s digital bid advertising platform, OpenGov.com.

The 2023-2030 Capital Improvement Plan includes $210,000 budgeted in Fiscal Year 2023-2024 for the Ridge Route Median Improvement Project. The proposed resolution (Attachment 4) would increase funds budgeted in the City Facilities Improvement Fund to provide sufficient funding for the Project. If adopted, the proposed budget resolution would increase funding for the 2023-2030 Capital Improvement Plan by $73,228.

Staff recommend the City Council approve the contract documents, approve the award of contract to CEI, and authorize the Mayor to sign and City Clerk to attest to the proposed contract. Staff also recommend the City Council adopt the proposed resolution to ensure there are sufficient funds for the completion of the Project.

FISCAL IMPACT:

The total project cost to construct, inspect, provide construction support, and provide contingency for the project is estimated to be $283,228. Approving the recommended action would award a contract to CEI in the amount of $257,480.

Item: 12
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The funds for the Ridge Route Median Improvement Project include $210,000 budgeted in Fiscal Year 2023-2024 for this purpose. The attached proposed budget resolution (Attachment 4) would increase funds budgeted in the City Facilities Improvement Fund to provide the additional funding needed for the project. If adopted, the proposed budget resolution would increase funding for the 2023-2030 Capital Improvement Plan by $73,228.

ATTACHMENTS:

1. Project Location Map

2. Contractor’s Reference Check

3. Contract with Cheloletty Engineering, Inc.

4. Resolution No 2024-XX
Initiated By: Justin Kirk, Street Maintenance Administrator Submitted By: Thomas E. Wheeler, P.E., Director of Public Works/City Engineer Approved By: Debra Rose, City Manager
Item: 12
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ATTACHMENT 1
Item: 12
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25S07
Ridge Route Median Improvement Projects
Public Works (Maintenance)
Park Improvements
PROJECT NUMBER: PROJECT
NAME: RESPONSIBLE
DEPARTMENT: CATEGORY:

PROJECT DESCRIPTION:

The center median landscaping on Ridge Route between Overlake and Muirlands was replaced with brand new planter boxes designed to match the rock décor at nearby Veterans Park. This project renovates 16 remaining medians that contained brick work no longer available. The locations will consist of 15 medians on Ridge Route between Muirlands and Rockfield and 1 median on Gowdy at Ridge Route.

Project Location

ATTACHMENT - A

PLANTER LOCATION DETAIL
Item: 12
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Remove Existing Median
Brick Planter / Construct
Decorative Sierra
Cobble Median Planter
1-7
Remove Existing Median
Brick Paving
Item: 12
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Item: 12
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Item: 12
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Attachment 2
Item: 12
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Apparent Low Bidder: Contact #1: Contact #2: Contact #3:

Cheloletty Engineering, Inc. Riverside Transit Agency City of San Clemente City of Villa Park Name Rob Wyman Bel Cuhadaroglu Mahrooz Ikhani
Phone No. or Email [email protected] [email protected] [email protected]

QUESTION RESPONSE RESPONSE RESPONSE

1. Title and type of project Concrete Repairs, Bus Stop Upgrades Catch Basin Rehab Sewer Lateral Replacement

2. Contract Amount $305k, $156k $163k $18,800

3. Approximate duration

4. Actual or estimated project completion date October 2023, Feb 2024 Jan-23 Aug-22

5. Quality of the work Very good Very good Very good

6. Similarity of the Project Very good Very good Very good

7. Contractor’s relationship with agency representatives Very good Very good Very good

8. Claims or stop notices No No Yes

9. Change order requests No Yes No

10. Agency’s desire to have contractor bid on future projects Yes Yes Yes

11. Additional Comments We were satisfied with the services provided by Cheloletty.

Questions 5,6,7
Rating Scale: 5 - Very Good, 4 - Good, 3 - OK, 2 - Poor, 1 - Very Poor Questions 8,9,10 - Yes or No
Ridge Route Median Improvement Project (PW-24S07)
Item: 12
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Attachment 3
Item: 12
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RIDGE ROUTE MEDIAN IMPROVEMENT PROJECT

City of Lake Forest
100 Civic Center Dr.

Lake Forest, CA 92630

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City of Lake Forest

REQUEST FOR BIDS (RFB)
Ridge Route Median Improvement Project
I. SECTION 00500 CONSTRUCTION CONTRACT ................................ ........

DocuSign Envelope ID: 97929E65-B452-41C8-87A5-7D9CC0CACB39 Item: 12
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Title: Ridge Route Median Improvement Project
3 1. SECTION 00500 CONSTRUCTION CONTRACT

1.1. CONTRACT
THIS CONTRACT is made this [***INSERT DAY***] day of [***INSERT MONTH***], [***INSERT YEAR***], in the County of Orange, State of California, by and between the City of Lake Forest hereinafter called City, and Cheloletty Engineering, Inc., hereinafter called Contractor. City and the Contractor for the considerations stated herein agree as follows:

1.2. SCOPE OF WORK
The Contractor shall perform all Work within the time stipulated the contract and shall provide all labor, materials, equipment, tools, utility services, and transportation to complete all of the Work required in strict compliance with the Contract Documents as specified in "COMPONENT PARTS OF THE CONTRACT" section below for the following Project:

Ridge Route Median Improvement Project , PW-24S07
The Contractor and its surety shall be liable to City for any damages arising as a result of the Contractor’s failure to comply with this obligation.

1.3. TIME FOR COMPLETION
The Work shall be commenced on the date stated in City’s Notice to Proceed. The Contractor shall complete all Work required by the Contract Documents within sixty (60) working days from the commencement date stated in the Notice to Proceed. By its signature hereunder, Contractor agrees the time for completion set forth above is adequate and reasonable to complete the Work.

1.4. CONTRACT PRICE
City shall pay to the Contractor as full compensation for the performance of the Contract, subject to any additions or deductions as provided in the Contract Documents, and including all applicable taxes and costs, the sum of TWO HUNDRED FIFTY-SEVEN THOUSAND FOUR HUNDRED EIGHTY DOLLARS ($257,480.00). Payment shall be made as set forth in the General Conditions.

1.5. LIQUIDATED DAMAGES
In accordance with Government Code section 53069.85, it is agreed that the Contractor will pay City the sum of five hundred dollars ($500) for each and every calendar day of delay beyond the time prescribed in the Contract Documents for finishing the Work, as Liquidated Damages and not as a penalty or forfeiture. In the event that Liquidated Damages are not paid, the Contractor agrees City may deduct that amount from any money due or that may become due the Contractor under the Contract. This Article does not affect the City’s rights to other damages or remedies specified in the Contract Documents or allowed by law.

1.6. COMPONENT PARTS OF THE CONTRACT
The “Contract Documents” include the following:
 Notice Inviting Bids
DocuSign Envelope ID: 97929E65-B452-41C8-87A5-7D9CC0CACB39 Item: 12
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Title: Ridge Route Median Improvement Project
4  Instructions to Bidders
 Bid Form
 Contractor’s Certificate Regarding Workers’ Compensation  Bid Bond
 Designation of Subcontractors
 Information Required of Bidders
 Noncollusion Declaration form
 Iran Contracting Act Certification
 Public Works Contractor Registration Certification
 Contract
 Performance Bond
 Payment Bond
 General Conditions
 Special Conditions
 Technical Specifications
 Addenda
 Plans and Drawings
 Approved and fully executed change orders
Any other documents contained in or incorporated into the Contract The Contactor shall complete the Work in strict accordance with all of the Contract Documents.

All of the Contract Documents are intended to be complementary. Work required by one of the Contract Documents and not by others shall be done as if required by all. This Contract shall supersede any prior agreement of the parties.

1.7. PROVISIONS REQUIRED BY LAW
Each and every provision of law required to be included in these Contract Documents shall be deemed to be included in these Contract Documents. The Contractor shall comply with all requirements of applicable federal, state and local laws, rules and regulations, including, but not limited to, the provisions of the California Labor Code and California Public Contract Code which are applicable to this Project.

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Title: Ridge Route Median Improvement Project
5 1.8. INDEMNIFICATION
Contractor shall provide indemnification as set forth in the General Conditions.

1.9. PREVAILING WAGES
Contractor shall be required to pay the prevailing rate of wages in accordance with the Labor Code which such rates shall be made available at City Hall or may be obtained online at http//www.dir.ca.gov/dlsr. and which must be posted at the job site.

1.10. SIGNATURES
IN WITNESS WHEREOF, this Contract has been duly executed by the above-named parties, on the day and year above written.

Cheloletty Engineering, Inc.

By [VENDOR SIGNATURE 1]

Name: Ramiro Acevedo
Title: President
License No. [CONTRACTOR LICENSE NUMBER]

CITY OF LAKE FOREST
By [AUTHORIZED CITY SIGNATURE]
______________________________
Mark Tettemer
Mayor
By [VENDOR SIGNATURE 2]

Name: [Ramiro Acevedo
Title: [Secretary (Corporation or LLC)
(If Corporation, TWO SIGNATURES, President OR
Vice President AND Secretary OR Treasurer
REQUIRED)]

Attest:
[CITY CLERK SIGNATURE]

Lisa Berglund
City Clerk
DocuSign Envelope ID: 97929E65-B452-41C8-87A5-7D9CC0CACB39 1059918
Item: 12
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Title: Ridge Route Median Improvement Project
6 [CONTRACT ADMINISTRATOR APPROVAL]
[PROJECT MANAGER APPROVAL]
[CITY CLERK - INSURANCE APPROVAL]
Approved as to Form:
[CITY ATTORNEY SIGNATURE]
__________________________________
Best Best & Krieger, LLP
City Attorney

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ATTACHMENT 4
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RESOLUTION NO. 2024-

A RESOLUTION OF THE CITY COUNCIL OF THE

CITY OF LAKE FOREST, CALIFORNIA, AMENDING
THE 2023 -2030 CAPITAL IMPROVEMENT PLAN;

AMENDING APPROPRIATIONS FOR FISCAL YEAR
2023-24
WHEREAS, the 2023-2030 Capital Improvement Plan was adopted by the City Council on June 20, 2023; and
WHEREAS, the appropriations for Fiscal Year 2023-24 were adopted by the City Council on June 20, 2023;
WHEREAS, modifications are now required as a result of changes during Fiscal Year 2023-24.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF LAKE

FOREST DOES HEREBY RESOLVE, DETERMINE, FIND AND ORDER AS FOLLOWS:

Section 1. The City Council’s adoption of this Resolution is not a project within the meaning of the California Environmental Quality Act. Specifically, the City’s adoption of the Resolution is an administrative and fiscal function of the City that does not commit the City to any specific project or course of action. (State CEQA Guidelines, sections 15378(b)(4) & (b)(5).) Thus, no environmental review of the Resolution is required. The City Council hereby directs staff to prepare, execute and file with the Orange County Clerk a Notice of Exemption within five working days of the adoption of this Resolution.

Section 2. General F und (Capital) is amended to increase its Capital Improvement Plan Appropriations for Fiscal Year 2023-24 as demonstrated in Exhibit A.

Section 3. The Director of Financ e is hereby authorized to move appropriations between programs within program area budgets in concurrence with Department Directors.

Section 4. The City Manager is hereby authorized to transfer appropriations from one program area to another or between funds within the Operating Budget with notification to the City Council Audit Committee.

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Section 5. The City Manager is hereby authorized to transfer appropriations from a capital improvement project to another existing project within the adopted Capital Improvement Program with notification to the City Council Audit Committee.

S
ection 6. The City Clerk shall attest as to the adoption and execution of this Resolution and cause the same to be maintained in the permanent records of the City.

PASSE
D, APPROVED AND ADOPTED this 7th day of May 2024, by the following vote, to wit:

AT
TEST:

MARK TETTEMER
MAYOR

LISA BERGLUND

CITY CLERK
APPRO
VED AS TO FORM:

MATTHEW RICHARDSON

CITY ATTORNEY
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STATE OF CALIFORNIA )

COUNTY OF ORANGE ) SS

CITY OF LAKE FOREST )
I, Lisa Berglund, City Clerk of the City of Lake Forest, California, do hereby certify that the foregoing Resolution No. 2024- was duly passed and adopted at a regular meeting of the Lake Forest City Council on the 7th day of May 2024, by the following vote, to wit:

AYE
S: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

LISA BERGLUND

CITY CLERK
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EXHIBIT A
AMENDMENT TO THE 2023-2030

CAPITAL IMPROVEMENT PLAN,

AMENDMENT TO FISCAL YEAR
2023-24 APPROPRIATIONS
Capital Improvement Plan Appropriations
Funding Source Project
Current
Budget
Increase
(Decrease)
Amended
Budget
General Fund
(Capital)
Ridge Route
Median
Improvement
Projects $210,000 $73,228 $283,228
Total $283,228
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CITY COUNCIL AGENDA REPORT
MEETING DATE: 5/7/2024
DEPARTMENT: Public Works
SUBJECT:

LAKE FOREST CIVIC CENTER LANDSCAPE AND STREETSCAPE

MAINTENANCE
RECOMMENDED ACTION(S):

1. Approve the First Amendment to the Agreement for Maintenance Services for Lake Forest Civic Center Landscape and Streetscape Maintenance Services with Brightview Landscape Services, Inc.

2. Authorize the Mayor to sign, and the City Clerk to attest, the First Amendment substantially in the form attached.

EXECUTIVE SUMMARY:

Brightview Landscape Services, Inc. (“Brightview”) is the City’s current landscape maintenance contractor for Lake Forest Civic Center Landscape and Streetscape Maintenance Services. The original three-year Agreement for Maintenance Services with Brightview (“Agreement”) was approved by the City Council after the completion of a competitive Request for Proposal (“RFP”) process on June 18, 2021, with a compensation amount of $342,825 and two optional one-year extensions (Attachment 1). The proposed First Amendment would add the back slope and wetlands area behind the Civic Center to the scope and an additional year to the term of the Agreement at the City Council’s discretion.

The current compensation amount in the Agreement is $342,825. The proposed First Amendment to the Agreement (“First Amendment”) would increase the compensation amount by $152,017.68 for a new total compensation amount of $494,842.68 and extend the term by an additional twelve months. If approved, the new expiration date for the Agreement would be June 30, 2025. The proposed First Amendment adds scope for landscaping within the Civic Center back slopes and mitigation area and increases bid prices using the Consumer Price Index (“CPI”).

Sufficient funding would be included in the 2023-2025 Operating Budget to cover the costs of approving the First Amendment. Staff recommends the City Council approve the proposed First Amendment and authorize the Mayor to sign and the City Clerk to attest to the First Amendment. The proposed First Amendment was Item: 13
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prepared by the Finance department and approved as to form by the City Attorney.

BACKGROUND:

On June 18, 2021, the City Council approved a three-year Agreement with Brightview Landscape Services, Inc. for Lake Forest Civic Center Landscape and Streetscape Maintenance (Attachment 1). The total compensation amount for the Agreement was $342,825 with a three-year term expiring June 30, 2024.

The Agreement included two optional one-year extensions.

The scope of work includes the Civic Center campus and parkway located along Civic Center Drive. The back slopes located adjacent to the mitigation area and mitigation area itself located in Figure 1 were not included in the original Brightview agreement.

Figure 1: Civic Center Campus Landscape Maintenance Areas The back slopes and mitigation area were maintained under a separate agreement managed by a consultant overseeing the growth and establishment of the mitigation area until its approval by regulatory agencies. The final approval of the mitigation area is anticipated before July 1, 2024.

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DISCUSSION:

The original scope of work for the campus and parkway maintenance areas includes but is not limited to; the management of all plants, shrubs, trees; removal of undesirable or nuisance plants; disease control; removal of fallen plant material and leaf litter; leaf blowing; cleaning and sweeping of hard scape areas; and irrigation system maintenance and minor repairs. The mitigation area scope of work concentrated on the construction and development of the maintenance area itself, with lessor attention devoted to the ongoing maintenance of the back slope and mitigation area. The mitigation area has been approved by the various State and Federal resource agencies and staff is waiting for the final official approvals to fulfill the environmental permit obligations for the construction of the Civic Center.

Since the maintenance contracts for the back slope and mitigation areas expire soon, staff recommends moving the maintenance for the back slope and mitigation area into the current scope of work for the Civic Center campus. This would provide a consistent and detailed landscape maintenance program in accordance with the scope of work included in the agreement. For example, the back slopes would be maintained on a weekly basis instead of a monthly basis which would help with long term sustainability and weed control, consistent with the rest of the campus. The contractor is required to provide sufficient resources to satisfy the detailed scope of work.

The proposed First Amendment with Brightview (Attachment 2) would add $152,017.68 for a new total compensation amount of $494,842.68. This additional compensation is necessary to include the mitigation area in the landscape maintenance’s scope of work and to provide for a 3.4% CPI adjustment related to increased costs of landscape maintenance.

The total additional compensation includes a total $3,844.72 CPI increase to the $114,275 annual amount for landscape maintenance at the Civic Center and was developed using existing bid prices from the original agreement. Compensation for the added scope for the landscape maintenance of the back slopes and mitigation area totals $33,897.96. The proposed amount was reviewed by staff and developed after a site inspection with Brightview. The site inspection established staff expectations and the level of effort required for the additional scope. The proposed annual cost to maintain the Civic Center landscaping is $152,017.68.

Staff believes that Brightview’s performance has met or exceeded the contract’s scope of work and the responsibilities associated with landscape maintenance services. During the contract, Brightview demonstrated its willingness to respond quickly to requests for service and consistently completed all requested work in a Item: 13
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professional manner. Brightview provides excellent customer service and has demonstrated a readiness to assist with emergency and urgent repairs.

The chart below provides an overall summary of the contractor’s performance since the start of the agreement. Consistent with the City’s Purchasing Guidelines and following a vendor assessment (Table 1), staff recommends approval of the First Amendment to the contract to ensure that the City retains the ability to continue performing landscape services at the Civic Center.

Table 1: Vendor Assessment
Brightview Landscape Services, Inc. Performance Assessment July 1, 2019 through April 16, 2023
Category Rating
Performance of Scope of
Services
☐ Unsatisfied ☐ Satisfied ☒ Very Satisfied ☐ N/A
Timeliness ☐ Unsatisfied ☐ Satisfied ☒ Very Satisfied ☐ N/A Budget Performance ☐ Unsatisfied ☐ Satisfied ☒ Very Satisfied ☐ N/A Customer Service ☐ Unsatisfied ☐ Satisfied ☒ Very Satisfied ☐ N/A Sufficient funding would be included in the 2023-2025 Operating Budget to cover the costs of approving the First Amendment. Staff recommends the City Council approve the proposed First Amendment and authorize the Mayor to sign and the City Clerk to attest to the First Amendment. The proposed First Amendment was prepared by the Finance department and approved as to form by the City Attorney.

FISCAL IMPACT:

Approval of the First Amendment to the Brightview Agreement would increase the compensation amount by $152,017.68, bringing the total compensation amount to $494,842.68. The First Amendment would also increase unit prices by

3.4% in accordance with the Consumer Price Index. The First Amendment includes additional scope and compensation for the mitigation area. If approved, sufficient funding to cover the costs of the First Amendment would be included in the 2023-2025 Operating Budget.

ATTACHMENTS:

1. Agreement with Brightview Landscape Services

2. First Amendment to the Agreement with Brightview Landscape Services Item: 13
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Initiated By: Michael McConaha, Public Works Maintenance Manager Submitted By: Thomas E. Wheeler, P.E., Director of Public Works/City Engineer Approved By: Debra Rose, City Manager
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Attachment 1
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Attachment 2
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CIVIC CENTER LANDSCAPE AND STREETSCAPE PROJECT

City of Lake Forest
100 Civic Center Dr.

Lake Forest, CA 92630

DocuSign Envelope ID: 6DA06972-31DA-46F8-8035-F098C875C89D Item: 13
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City of Lake Forest
First Amendment to Agreement for Maintenance Services
Civic Center Landscape and Streetscape Project
I. PARTIES AND DATE. ................................ ................................ ..............

II. RECITALS. ................................ ................................ ..............................

III. TERMS................................. ................................ ................................ ..

IV. SIGNATURES. ................................ ................................ ........................

V. EXHIBIT "A" SCOPE OF SERVICES ................................ ...........................

VI. EXHIBIT "B" - SCHEDULE OF SERVICES ................................ ..................

VII. EXHIBIT "C" - COMPENSATION ................................ ..............................

DocuSign Envelope ID: 6DA06972-31DA-46F8-8035-F098C875C89D Item: 13
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Title: Civic Center Landscape and Streetscape Project
3 1. PARTIES AND DATE.

This Agreement is made and entered into this [***INSERT DAY***] day of [***INSERT MONTH***], [***INSERT YEAR***], by and between the City of Lake Forest, a municipal corporation, organized under the laws of the State of California, with its principal place of business at 100 Civic Center Drive, Lake Forest, California 92630 (“City”) and Brightview Landscaping Services, Inc., a California Corporation (Inc.) , with its principal place of business at 1960 S. Yale Street , Santa Ana, CA 92704 (“Contractor”). City and Contractor are sometimes individually referred to herein as “Party” and collectively as “Parties.” DocuSign Envelope ID: 6DA06972-31DA-46F8-8035-F098C875C89D Item: 13
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Title: Civic Center Landscape and Streetscape Project
4 2. RECITALS.

2.1. Agreement
The Parties entered into that certain Agreement for Landscape and Streetscape Maintenance Services dated June 18, 2021 (“Agreement”).

2.2. First Amendment
The Parties now desire to amend the Agreement in order to extend the term of the Agreement, expand the scope of services, update the schedule of services, and increase the total amount of compensation under the Agreement
DocuSign Envelope ID: 6DA06972-31DA-46F8-8035-F098C875C89D Item: 13
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Title: Civic Center Landscape and Streetscape Project
5 3. TERMS.

3.1. Term.

Section 3.1.2 of the Agreement is hereby amended in its entirety to read as follows:

The term of this Agreement shall be from July 1, 2021 to June 30, 2025, unless earlier terminated as provided herein. The City shall have the unilateral option, at its sole discretion, to renew this Agreement annually for no more than one (1) additional one-year terms. Contractor shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines.

3.2. Compensation.

Section 3.3.1 of the Agreement is hereby amended in its entirety to read as follows:

Contractor shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit “C” attached hereto and incorporated herein by reference. The total compensation shall not exceed FOUR HUNDRED NINETY -FOUR THOUSAND

EIGHT HUNDRED FORTY -TWO DOLLARS AND SIXTY -EIGHT CENTS ($494,842.68) without written approval of the City Council or City Manager as applicable. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement.

3.3. Extra Work.

The Scope of Services as set forth in Exhibit “A” of the Agreement is hereby amended to include the Services set forth in EXHIBIT "A" SCOPE OF SERVICES to this Amendment, attached hereto and incorporated herein.

3.4. Schedule of Services.

The Scope of Services as set forth in Exhibit “B” of the Agreement is hereby amended to include the Services set forth in EXHIBIT "B" - SCHEDULE OF SERVICES to this Amendment, attached hereto and incorporated herein.

3.5. Remaining Provisions of Agreement.

Except as otherwise specifically set forth in this First Amendment, the remaining provisions of the Agreement shall remain in full force and effect.

DocuSign Envelope ID: 6DA06972-31DA-46F8-8035-F098C875C89D Item: 13
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Title: Civic Center Landscape and Streetscape Project
6 4. SIGNATURES.

4.1. SIGNATURES.

CITY OF LAKE FOREST Brightview Landscaping Services, Inc.

By: [AUTHORIZED CITY SIGNATURE]

Mark Tettemer
Mayor
By: [VENDOR SIGNATURE 1]

Enrico Marogna
Vice President
[If Corporation, TWO SIGNATURES,
President OR Vice President AND Secretary
OR Treasurer REQUIRED]
ATTEST:

By: [CITY CLERK SIGNATURE]

Lisa Berglund
City Clerk
By: [VENDOR SIGNATURE 2]

Brett Urban
Chief Financial Officer (Corporation or LLC)
APPROVED AS TO FORM:

By: [CITY ATTORNEY SIGNATURE]

Best Best & Krieger LLP
City Attorney

[CONTRACT ADMINISTRATOR APPROVAL]
[PROJECT MANAGER APPROVAL]
[CITY CLERK - INSURANCE APPROVAL]
DocuSign Envelope ID: 6DA06972-31DA-46F8-8035-F098C875C89D Item: 13
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Title: Civic Center Landscape and Streetscape Project
7 5. EXHIBIT "A" SCOPE OF SERVICES

5.1. EXHIBIT "A" SCOPE OF MAINTENANCE SERVICES
Consultant shall provide the following Landscape and Streetscape Maintenance Services professional consulting services relative to the City's Civic Center Landscape and Streetscape project.

CITY OF LAKE FOREST CIVIC CENTER

LANDSCAPE & STREETSCAPE MAINTENANCE SERVICES SCOPE OF SERVICES

DEFINITIONS
Whenever the following terms are used in this agreement, they shall have the following meaning:

A. "BID ITEM" - Individual items of work in the Contractor's proposal at an agreed Unit Price for the specified Item of Work.

B. "CITY" - The City of Lake Forest.

C. "CITY MANAGER" - The fully appointed City Manager of the City or her authorized representative.

D. "CONTRACTOR" - The managing individual of the contracting entity or his authorized employees or representatives.

E. "PUBLIC WORKS DIRECTOR"- The official designated as the Public Works Director of City, or any of his authorized representatives.

F. "PUBLIC WORKS MANAGER"- The Public Works Director's designee for bidding, awarding and administering the Contractor's work under this agreement, or any of his authorized representatives.

G. "REPAIRS"- Work required to maintain the serviceability of all park facilities specified under this agreement that are outside the scope of the scheduled Preventative Maintenance. Repair work must be authorized by the Public Works Manager prior to the Contractor performance. After hour's repair is, work outside of normal business hours as indicated in the Contractor's Proposed Cost of Services Chart and shall be compensated at the proposed Bid Item Rate for Cost of labor for demolition, installation, maintenance, and repairs.

1.00 STANDARDS OF WORK AND CONTRACTOR RESPONSIBILITY

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Title: Civic Center Landscape and Streetscape Project
8 1.01 The Contractor shall possess and maintain a C-27 General Landscape license by the State of California Contractors Licensing Board through the term of the Contract. The Contractor shall perform the work described herein, in a thorough and professional manner, so that the City of Lake Forest is provided with reliable and highest quality landscape maintenance at all times.

1.02 The Contractor shall furnish, at Contractor's own expense, all labor, tools, equipment, and materials necessary, unless specifically excluded herein, to perform, Removal, Installation, Maintenance and Repair work and Emergency, Holiday and "After Hours" work at the Bid Item price. Cost of parts shall be paid at the Contractor's invoice cost for parts and the percentage of markup indicated in this proposal. The Contractor shall attach all receipts to said invoices for review prior to payment. In the absences of a receipt, the invoice will not be paid.

1.03 The Contractor's forces shall leave work areas free of all dirt, litter, or other materials utilized to perform landscape maintenance. The Contractor shall erect barricades, warning signs, and any other devices to prevent unauthorized access by the public or unauthorized City staff to work areas.

1.04 Landscape Maintenance shall be performed in accordance with all accepted standards for landscape installation, removal, maintenance, and repair work to the satisfaction of the City. Contractor shall immediately respond when notified by City to correct unsatisfactory work at no additional charge.

1.05 The Contractor shall maintain individual installation, removal, repair and maintenance logs for both routine and emergency work listing all work performed under this agreement, referred to hereinafter as "repair and maintenance logs" or "logs" for short. These repair and maintenance logs shall be emailed to Public Works Manager or designee and kept in a designated area on each site. Logs shall indicate the date of service, time of service, service performed, the superintendent and the crew performing the work and any other information that may affect current or future maintenance of the City facilities. The Contractor shall report these locations, by address, to City's Public Works Manager, or designee, within 24 hours. (Deductions may be made from the Contractor's payments if maintenance and repair tasks are not reported to City within the time allowed.)

1.06 The Contractor shall, during the term of this Contract, respond to all emergency phone calls to the satisfaction of the Public Works Manager, within one (1) hour of notification. Failure to comply with this requirement may result in a reduction in payment to the Contractor as determined appropriate by the Public Works Manager.

1.07 Contractor shall, during the term of this Contract, respond to requests for repairs, or emergency repairs as required, twenty-four (24) hours per day, seven (7) days per week, including holidays, by dispatching required staff to the site within two hours of notification.

1.08 The City shall provide access to all areas to be serviced by the Contractor.

1.09 The Contractor shall not be held responsible for damage, should access be denied or not provided by the City.

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Title: Civic Center Landscape and Streetscape Project
9 1.10 The City reserves the right to procure landscape and streetscape maintenance services from other vendors, as the City deems appropriate.

1.11 Failure to meet the requirements under this Contract may result in a deduction of pay.

2.00.0 SCOPE OF MAINTENANCE SERVICES

The Lake Forest Civic Center consists of the Campus, Parking Structure Street Parkway and Front Slope.

Figure 1: Civic Center Campus Landscape Maintenance Areas

The Civic Center Landscape and Streetscape Maintenance Bid is comprised of the Campus, Parking Structure, Street Parkway, Front Slope, Back Slopes, and Mitigation Area. The Civic Center does not have available for storing equipment on-site.

DocuSign Envelope ID: 6DA06972-31DA-46F8-8035-F098C875C89D Item: 13
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Title: Civic Center Landscape and Streetscape Project
10 Service areas, hours of operation, frequencies of service and equipment under the provisions of this Contract include furnishing all labor and equipment, materials and supervision to perform landscape maintenance as described herein including, but not limited to the control of:

 Weeding and cultivating
 Fertilizing
 Trimming, raking, pruning, blowing, training
 Hedging
 Watering, manual watering-quick connects, manual watering-hose  Irrigation system maintenance, repairs and replacement  Pest control
 Plant removal and replacement
 Patrol, clean-up, sweeping, power washing, vacuuming, wash down hardscape areas  Trash pick-up, clean-up and empty trash cans, replace liners  Weed abatement, leaf removal
 Walks, fence, and wall, etc. repair / replacement, painting  Haul, transport, carry, load, dump and/or drag soil replacement  Synthetic turf maintenance
 Power washing/steam cleaning
 Provide contact with public and 24-hour emergency callout  Uniforms

The Back Slope/Mitigation area consists of the following:
 2 Laborers twice per month to detail and maintain mitigation and slope areas  1 Irrigation technician twice per month to inspect entire irrigation system  Irrigation parts for reclaimed water
 Fertilization 3 times per years
 Pre-emergency application twice per year
 Herbicide application all year application

2.01.1 GENERAL/DAILY MAINTENANCE (all areas of campus excluding back slope and mitigation area)

1. The daily, patrol and removal of all trash such as paper, cans, bottles, broken glass, animal feces, and any out- of-place or discarded items and debris.

2. The daily, emptying of recycle and trash containers before noon into the Civic Center trash and recycling bins.

3. The daily, removal of any dead plant material, debris, or animals.

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Title: Civic Center Landscape and Streetscape Project
11 4. The daily, raking, sweeping and removal of fallen plant material such as hanging or fallen tree limbs, leaves, branches, and tree bark.

5. Weekly weed removal , including weeds in cracks, and weed spraying at appropriate intervals, specified in the annual schedule. Weed control with manual, mechanical and/or chemical methods.

6. All material which is picked up during cleaning shall be disposed of by the Contractor in a lawful manner. All green waste must be disposed of off site and landfill diversion reports submitted to the City on a monthly basis.

7. Inspect specialty areas and campus amenities daily, and pressure wash all equipment on as needed or as requested basis, includes, but not limited to: furniture, benches, tables, chairs, and trashcans.

8. Submit immediately, forms and photos of any damage identified to Public Works Manager.

9. Clean, rake and level planted areas with mulch daily or as needed, rototill wood chips monthly.

10. Daily inspection , removal of graffiti.

11. Daily, removal of leaf litter or other debris.

12. Daily, cleaning of all exterior patios and parking structure stairways.

13. Sidewalks, curbs, parking ramp, outside parking lot, and all hard surfaces need to be cleaned/blown 3x per week Mondays, Wednesdays and Friday. Including bumper stops of all parking lots, including secured parking area.

14. 2x per month power washing and wash down of hard surface areas and parking ramp. To include trash enclosures. This does not include walls of the Civic Center buildings.

15. 4x per year washing and buffing of synthetic grass.

16. 1x per week parking structure sweeping with a vacuum type sweeper assisted with broom and shovel pickup of all dirt and debris along edges, curbs, between and around bumper stops of all parking structure facility.

Specialty Areas

DocuSign Envelope ID: 6DA06972-31DA-46F8-8035-F098C875C89D Item: 13
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Title: Civic Center Landscape and Streetscape Project
12 Civic Center grounds shall be inspected for vandalism, safety hazards and serviceability daily. All deficiencies shall be reported in writing immediately to the Public Works Manager. Benches and furniture shall be pressure washed on a 2x per month or as directed by the Public Works Manager.

Synthetic Turf Surface Areas
A. All areas shall be maintained weed free.

B. All areas shall be kept trash and debris free.

C. All areas shall have stains removed and areas brushed or groomed to maintain appropriate appearance

D. All areas shall be cleaned and maintained daily, per manufacturer’s recommendations. Method of cleaning to be approved by the Public Works Manager. IE: water, broom, gas blower,pressure washer etc. Any damage to synthetic turf area must be reported to the Public Works Manager immediately.

Hard Surface Areas
A. These areas shall include concrete sidewalks, parking lots, parking structure, A.C. walkways, decomposed granite walkways/areas, etc.

B. All areas shall be blown or swept Monday, Wednesday, Friday, to remove all deposits of gum silt and/or sand. Hazardous materials and substances will be removed immediately.

C. All areas shall be inspected daily, and maintained in a neat, clean, and safe condition at all times.

D. All spills and gum shall be removed daily.

E. Cracks and crevices shall be kept free of weeds at all times. All trip hazards shall be ground by a concrete grinder or cutting method approved by the City. Expansion joint compound sealer shall be used to fill any gaps found. Contractor will be required to paint any sidewalk trip hazards in fluorescent orange paint immediately when discovered.

F. 2x per month all areas, as designated by the Public Works Manager, shall be thoroughly cleaned by pressure wash or other maintenance practices as needed.

G. Special emphasis shall be placed on chemical edging along all trails to prevent damage by vegetation. All such damage
shall be repaired at the Contractor's expense.

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13 1. Failure to comply with the scope of work for General/Daily Maintenance shall be $400 per incident per day.

2.01.2 GENERAL FACILITY OPERATIONS

A. Minor repairs, including, but not limited to, unclogging drains, replacing damaged or broken parts, shall be included in the bid price for these services.

B. All repairs shall be completed within twenty-four (24) hours after damage is reported or noticed.

C. Every instance of damage shall be reported to the Public Works Manager in writing.

D. All sidewalk areas abutting maintained areas shall be cleaned when dirtied by Contractor's operations and at other times as required or as directed.

E. All leaves, paper, and debris shall be removed from landscaped areas and disposed of off-site daily.

F. All security shall be inspected daily, and damaged or malfunctioning equipment shall be reported to the Public Works Manager.

G. At no time will the Contractor be allowed to blow grass cuttings/debris into public walkways, streets, or gutters without being swept or vacuumed clean. Debris generated from adjacent maintained landscape areas shall be the responsibility of the Contractor to remove, (i.e., sidewalks, streets, gutters).

H. All water quality BMP's must be followed when working near storm drain facilities.

2. Failure to comply with the scope of work for General Facility Operations shall be $400 per incident per day.

2.01.3 WEED CONTROL

1. All weeds shall be removed upon sight, on a daily basis.Planters, all mitigation areas, non- concrete walkways, i.e.: decomposed granite, natural soil and asphalt, sidewalk expansion joints, planting beds, shall be kept free of grass and weeds at all times.

2. As scheduled and when requested by the Public Works Manager, the Contractor shall spray weeds with herbicide for weed control at no additional cost to the City. Weed control is the responsibility of the Contractor. Any pre-emergent or post-emergent herbicide used will be considered a management tool and the cost will not be reimbursed by the City. Contractor shall provide City with DocuSign Envelope ID: 6DA06972-31DA-46F8-8035-F098C875C89D Item: 13
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Title: Civic Center Landscape and Streetscape Project
14 alternatives and costs that do not contain glyphosate. Any change from using glyphosate will be negotiated during the term of the agreement.

3. Monthly, the Contractor shall complete and furnish copies of an herbicide application log to the City.

4. The Contractor shall submit an annual spraying schedule to the Public Works Manager before start of any work. The Contractor will also submit a recommendation by a licensed pest control advisor naming the herbicide proposed for use, where and how it is to be applied, including acreage, and a copy of the product label and any applicable
S.D.S. (safety data sheets) information. Any changes to the annual schedule and the type of product will need to be authorized by City prior to application.

5. The Contractor shall be responsible for the results of application of all herbicides and chemicals.

Plants killed or severely damaged by the use of herbicides shall be replaced at no cost to the City, with the nearest size nursery stock available to the size of the dead or severely damaged plant. The soil in the area of the affected plant(s) and planting pit shall be treated with activated charcoal and other soil amendments that may be required to enhance the potential survival and growth of the existing or replacement plants. The treatment and materials must be approved by the City and shall be furnished at no cost to the City. All replacements must be ꞏmade within fifteen days upon discovery by the Contractor and/or the City.

6. Weed Control of Paved Surfaces: Contractor shall be responsible for controlling, by mechanical or chemical means, weeds growing in cracks, or expansion joints, and areas contiguous to the City Public Landscape. No dyes shall be used when applying liquid weed control to paved surfaces.

7. Weed Control of Landscaped Areas:

A. A regular program of chemical application shall be used to prevent or control weed growth, supplemented by hand removal of noxious weeds or grasses as necessary. Weeds allowed to grow taller than two inches in planter areas will be removed by hand and not sprayed. Any "non-target" or "desirable" plant material un- intentionally sprayed or removed during manual weeding shall be replaced at contractor's expense.

1) A selective/systemic herbicide shall be employed to control broadleaf and all other weeds as required to maintain turf in a completely weed free condition without injury to turf.

a) Weeds not killed with herbicides shall be removed manually or on as needed basis. However, manual weed control shall not be substituted for herbicide applications.

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15 2) All planter and landscape areas are to be weed free.

B. All restricted chemicals to be used to control weeds shall be approved by the Public Works Manager prior to use. A written recommendation of the proposed restricted chemicals to be prepared by a licensed California Pest Control Advisor accompanied by a Notice of Intent to apply restricted/non- restricted materials form prepared by a licensed Pest Control Operator shall be submitted to the Public Works Manager a minimum of 14 days prior to intended use. Additionally, Contractor shall notify the Orange County Department of Agriculture a minimum of 48 hours prior to intended use. No work shall begin until the Public Works Manager's written approval is obtained.

1) Written recommendation will be provided to City in a monthly report and shall include the following information:

a) Owner or operator of the property to be treated;

b) Location of property to be treated;

c) Commodity, crop, or site to be treated;

d) Total acreage or units to be treated;

e) Identification of weed(s) or pest(s) to be controlled by recognized common name;

f) Name of each herbicide or device recommended or description of method recommended;

g) Dosage rate per acre or other units;

h) Warning of the possibility of damages by the application from hazards that are known to exist; and

i) Signature and address of the person making the recommendation, the date, and the name of the employer.

2) Chemicals shall be applied only by persons possessing a valid California Pest Control Operators License or Certificate in the appropriate category. Application shall be in accordance with all governing regulations. Records of all written recommendations and operations stating dates, times, methods of application, approved Notice of Intent to apply restricted/non-restricted materials, weather conditions at the time of application, and applicator's name shall be made and retained in an active file for a minimum of 1 year. The Public Works Manager shall have access to those files as required. After this period, they shall be retained in accordance with Orange County Department of Agriculture Regulations.

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16 3) Contractor shall calibrate all chemical application equipment prior to each use to ensure chemicals are applied at the rate specified in the written recommendation.

4) All rubber hoses shall be made of neoprene rubber or equivalent material; shall be free of cracks; shall not be weathered, worn, or rotted; and shall be equipped with quick connectors or fittings which shall provide a water tight connection to prevent any leakage of chemicals from the point of connection to spray equipment.

5) All pressurized spray equipment, when in use, shall be kept in a state of good repair, safe to operate and shall be equipped with appropriate pressure relief valves. All spray nozzles shall be free of any foreign particles to allow proper control of rate, uniformity, thoroughness, and safety of application.

6) All chemical spraying operations shall be performed under acceptable climatic conditions to be determined by the Public Works Manager in such a manner to limit drift to twelve (12) inches. All precautionary measures necessary shall be employed to ensure public safety since all areas will be open to public access during application.

7) All equipment used to perform chemical application shall be thoroughly cleaned when necessary to prevent injury to persons, plants, or animals from residue of materials previously used in the equipment. Equipment shall be cleaned in accordance with the procedure recommended on the label.

C. Non-restricted chemicals shall be used whenever possible to perform weed control in turf and landscape areas.

D. The Contractor shall not be allowed to use the restricted chemicals 2, 4-D and Dicamba without submitting a written recommendation by a California Pest Control Advisor.

1) Prior to application, Pest Control Operator shall read product label, identify weed pests in area to be sprayed, and identify environmental hazards such as waterways, eating and food preparation areas, sensitive ornamentals, production agricultural sites and take all precautionary measures necessary to prevent contamination of these areas.

2) Equipment used to apply 2,4-D and Dicamba shall consist of waterproof gloves, waterproof boots, respirator, coveralls, goggles, accurate measuring device, and spray equipment. To minimize drift, a spray thickener may be required.

3) Operator shall not apply 2,4-D or Dicamba during excessively hot, dry, or windy periods.

Irrigation systems shall not be operated for a minimum of 24 hours after chemicals have been applied.

Operator shall spray all target plants to wet. No chemicals shall be applied within the drip line of any ornamental shrub or trees.

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17 4) Upon completion of 2,4-D or Dicamba chemical spray application, the area treated should not be re-entered until the spray has dried. Contractor shall be responsible for any on- site signage, posting as well as monitoring access during the chemical drying period.

5) Contractor shall be responsible for posting proper chemical signage and notifications in all areas being treated.

3. Failure to comply with the scope of work for Weed Control shall be $400 per incident per day.

2.00.1 LANDSCAPE MAINTENANCE

Trees - Tree trimming/maintenance shall be completed on a limited basis, up to 15 feet, and only upon request by the City. This work shall only be done by ISA certificated and experienced personnel in tree pruning.

1. Trees shall be pruned according to the following criteria:

A. Designated broadleaf trees (as needed).

B. Designated conifers (as needed).

2. Trees shall be pruned as required to remove broken or diseased branches, to allow for public use access, maintenance access, and for safety. It shall be the Contractor's prime pruning responsibility to conduct a pruning program which will ultimately develop natural tree scaffolding, strength, and appearance consistent with the intended use. Before any work commences, the Contractor will prune one (1) typical tree of each different species scheduled for pruning as an example. Any necessary corrections to the example, as determined by the Public Works Manager, shall be made prior to proceeding with production work. All major pruning operations shall be scheduled and approved by the Public Works Manager before work begins.

3. Tree stakes, ties, and guys shall be checked and corrected as needed by Contractor. Ties will be adjusted to prevent girdling. Unneeded stakes, ties, and guys of trees planted after one year, shall be gradually loosened and ultimately removed. Broken stakes shall be replaced as required.

4. Topping, tip pruning, or pollarding trees will not be allowed.

Pruning shall be done by a certified tree worker (under the continual supervision of a certified arborist).

All cuts shall be done using proper arboricultural and horticultural practices and following ISA 300 Standard Pruning Practices. Dressing wounds will not be allowed.

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18 5. Trees shall be pruned along sidewalks to allow a nine (9) foot clearance for pedestrians. To accommodate vehicular and equestrian traffic, clearance along curbs and trails shall be fifteen (15) feet.

6. Contractor with a certified ISA arborist shall perform minor tree surgery as required.

7. Ailing or stunted trees which fail to meet expected growth expectations shall be brought to the attention of the Public Works Manager.

8. Under no circumstances will stripping of lower branches (raising up) of young trees be permitted. If there are doubts or questions, contact the Public Works Manager. Tree suckers shall be removed as needed.

9. Remove any low growing, hanging, or broken branches.

10. Remove any branches lying on the ground.

11. Lower branches can be removed only after tree is able to stand erect without staking or other support.

12. All holes from removed trees shall be filled and refilled until grade level with surrounding soil is maintained.

13. The Contractor will be responsible for staking and tying trees, as well as removing staking and tying.

14. All guys and ties shall be checked frequently to avoid girdling.

15. During the year, the Contractor shall provide daily pick- up of fallen branches and tree debris.

16. All accumulated debris from pruning, trimming, and other tree maintenance shall be removed by the Contractor during that same working day.

17. If City requested, and if trees are not pruned by the specified date, the Contractor shall be issued a penalty of $400 for failing to perform to the agreement’s scope, unless the Contractor submits an acceptable written request to the City stating the reason they cannot complete the pruning by the stated date and by what date the pruning service will be completed.

18. A log of tree removal and replacement will be kept by the Contractor stating where and when the trees were removed and replanted, species, site, and approximate location.

19. Any individual dead limb or branch, detached or not, is a safety hazard and will be removed as needed by the Contractor.

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19 20. Clear visibility shall be provided of all traffic control signs so that all approaching drivers are able to view signs from a distance of one hundred feet (prior to reaching signs).

21. Clear visibility shall be provided of all building signs and various signs posted. So that all signs are visible from a distance of one hundred feet.

22. Any plants broken, damaged, and/or uprooted as a direct result of storm damage, wind damage, accident or vandalism, shall be trimmed, replanted or replaced, and debris removed within twenty-four (24) hours of notification. City authorization, by the Public Works Manager, shall occur if plant replacement is required by the Contractor. Any debris blocking roadways or parking areas shall be removed within one (4) hours of notification to Contractor. The Contractor shall call the Public Works Manager to confirm the damage, prepare a material request and estimate of plant material replacement based on contract unit prices. After receiving authorization, the Contractor will submit an invoice with the monthly statement for additional labor and applicable materials. The City will use the quoted extra labor charges, submitted with the proposal, for reimbursement. Should damage occur during normal business hours, the contractual labor force will be used and no additional charges will be approved.

23. The Contractor will replace and be held liable for any damages done to trees due to poor management procedures (i.e., improper staking, damage done by not removing tie wires, improper pruning, mower damage, etc.).

24. If, in the opinion of the Public Works Manager, the newly planted tree dies as a direct result of neglect, inadequate care, or inadequate maintenance, the replacement item and required labor shall be provided by the Contractor at no cost to the City. This includes material newly planted and material which has been planted. Replacement must be of comparable size and species.

25. All trees shall be pruned to prevent encroachment onto private property.

26. Pruning procedures and pruning criteria shall follow International Society of Arboriculture Standards.

27. Safety:

A. All structural weakness such as split crotch or limbs, diseased or decayed limbs, or severe damage shall be reported to the Public Works Manager.

B. Special emphasis shall be placed upon public safety during pruning operations, particularly when adjacent to roadways and walkways.

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20 C. Proper traffic control procedures based on the most current version of the Manual of Uniform Traffic Control Devices shall be implemented to ensure the safety of vehicular and pedestrian traffic.

28. All trimmings and debris shall be cleaned up, removed, and disposed of off-site at the end of each day's work.

29. Staking and Tying: Trees that shall be staked fall into these categories:

A. Replacement of missing or damaged stakes where the tree has been planted less than a year ago.

B. In those cases where tree has been damaged and requires staking for support.

C. For new trees or recently planted trees which have not been staked previously.

30. Tree Spraying:

A. Contractor shall be responsible for identifying insect damage, fungus and any other diseases trees under contractors care may develop.

B. Contractor shall notify the Public Works Manager when applying any chemicals or insecticides to any trees under contractors’ care.

C. Contractor shall use integrated pest management practices whenever possible. Applying chemicals and insecticides shall be used only if other natural practices have failed.

31. Tree Removals: All trees which are downed or dead by either natural or unnatural causes shall be removed and disposed of off-site.

Stumps shall be ground to twelve inches below grade. The hole shall be filled with soil and compacted.

Stump removal shall be included in the tree removal operation unit price. If the location of the stump precludes the use of a mechanical stump grinder, the contractor will need to remove the stump manually.

32. Care during Tree Pruning Operations: Surrounding plant material (turf, ground cover, shrubs, and vines) shall be protected during tree maintenance operations. The Contractor shall be responsible for all damage caused by poor procedures. The City will require full and complete repair of the damaged areas and plants.

33. All trees shall have mulch installed around the base once annually or more often as directed.

The mulch will be installed at a depth of 3 inches and will not be piled against the base of the tree. The DocuSign Envelope ID: 6DA06972-31DA-46F8-8035-F098C875C89D Item: 13
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Title: Civic Center Landscape and Streetscape Project
21 mulch line will extend at least 24 inches out from the base of the tree and will be level to a depth of 3 inches. Mulch will be installed at grade at the base of the tree and will become deeper as it moves away from the base of the tree ending at a depth of 3 inches.

Shrubs

1. All shrubs and hedges shall be pruned in such a manner that they present a pleasing and natural appearance and do not obstruct the vision from building windows or the vision of vehicle drivers. Shrubs should be allowed to grow into each other so that they form a mass planting, barrier, or screen. Any necessary pruning shall be done with thinning and shaping cuts, which allow plant materials to blend together in shrub masses characteristic of each individual species.

2. All shrubs, hedges, and ground vegetation shall be maintained so the vegetation does not overgrow its designated growth perimeter. Along all walks, overgrowth shall not be over four inches at any time. When pruning shrubs along walkways, shearing should be avoided. Instead, shrubs should be cut back at a 45-degree angle away from the sidewalk. Shrubs shall also be pruned to minimize blockage of irrigation head watering patterns. Spent flowers, stalks, blooms, and dead growth shall be removed as needed to maintain a clean appearance in the landscape.

3. Whenever shrubs die, the Contractor shall call the Public Works Manager to confirm the vegetation is dead, request authorization for replanting, replant it and submit an invoice with the monthly statement for additional cost. The City reserves the right to furnish the required plants, shrub, or tree. The City will use the unit prices submitted with the proposal for reimbursement. Should shrubs expire due to contractor's negligence, all replacement costs shall be at contractor's expense.

4. Contractor shall remove any spent blossoms or dead flower stalks as required to present a neat and clean appearance. Sometimes the plant's flower stalks are many in number or part of the plant's character (i.e., Dietes). Coordinate with the City on a plant-by-plant species basis.

5. Shrubs mounding shall not exceed eighteen inches in height within areas required for vehicular line-of-sight distance depending upon roadway topography. (The Public Works Manager is to be informed by Contractor if the plant material will continually be a problem.)

6. Formally sheared shrub hedges shall be continually maintained in their formal design by shearing and trimming. These shall be specifically designated by the City and shall not infer that any other shrub shall be sheared or trimmed.

7. Shrubs designed to be grown full size shall not be sheared or trimmed. Selective pruning may be necessary to remove dead, diseased, or intertwining material. Shrubs sheared or trimmed, when they are not designed to be so, shall be replaced at Contractor's expense in a size designated by the Public Works Manager.

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22 8. All shrubs shall be pruned to prevent encroachment onto private property.

9. Pruning Procedures:

A. All cuts shall be made sufficiently close to the parent stem so that healing can readily start under normal conditions.

B. All limbs one inch or greater in diameter shall be "under cut" to prevent splitting and tearing.

C. All equipment utilized shall be clean, sharp, and expressly designed for shrub pruning.

D. Avoid pruning plants when seasonal bloom is present (i.e., Indian Hawthorne, Bougainvillea).

10. All trimmings and debris shall be removed and disposed of off-site at the end of each day's work.

11. Existing shrubs shall be replaced by the Contractor if it is determined by the Public Works Manager that they died due to Contractor's neglect. Replacement shrubs shall be of like kind and size.

Vines

1. Vines and espalier plants shall be checked and retied as required. Secure vines with appropriate ties to promote directional growth on supports.

2. Nails shall not be used to secure vines on masonry walls.

3. Contractor shall deep water vines in pockets without sprinklers and where required to promote optimum growth.

4. Pruning of vines will be in accordance with good horticultural practices.

Ground Cover

1. Contractor shall trim ground cover adjacent to walks, walls, and/or fences as required for general containment to present a neat, clean appearance at four inches maximum from vertical surfaces and six (6) inches back from walk/trail edges, and curbs.

2. Contractor shall prevent soil compaction by regularly cultivating bare spots in all ground cover areas on a monthly basis or more often as needed or directed by Public Works Manager.

3. Any paper or litter that accumulates in ground cover areas shall be picked up daily.

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23 4. Contractor shall keep ground cover trimmed back four inches from all controller units, valve boxes, quick couplers, structures or walls, and private property. Ground covers shall not be allowed to grow up trees, into shrubs, or mix in with vines on walls. Ground cover shall be kept six (6) inches from all other plants.

5. All planter areas shall be cultivated a minimum of once per month or mulched at least once per year or more often as needed or
directed by the Public Works Manager at a depth of three (3) inches to prevent erosion and weed growth.

6. All ground cover areas shall receive sufficient applications of “ Sluggo” snail bait at the rate necessary to control the spread of snails. Spray substitutions must be approved by the Public Works Manager.

7. Ground cover areas shall be maintained in a manner which will promote the healthy growth of the plant material in a primarily natural state while removing weed infestations.

4. Irrigated Slopes and Ground Cover Areas

1. All slopes and ground cover areas shall have weeks removed/abated every two months. The Contractor, at no additional charge to the City, may apply a broad-spectrum pre- emergency weed control to shrub beds and ground cover beds and slopes to assist in the long-term control of such weeds.

2. Nutsedge, Bermudagrass, Morning Glory shall be spot treated immediately with the appropriate herbicide when found in any planter, ground cover, shrub bed or irrigated landscaped slope area at no additional cost to the City.

3. Trim and edge as necessary to restrict growth from encroaching on sidewalks or other adjacent areas. Growth retardant, if properly applied, can be used.

4. A weed is defined as an undesirable plant, which will be determined by the Public Works Maintenance Manager.

5. Dead flowers on all plants in planters will be removed as needed to keep a groomed appearance at all times.

6. Fertilization scheduled, irrigated landscape slopes and shrub be areas:

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24 April: 15-15-15 Best Triple Pro Fertilizer
October: 15-15-15 Best Triple Pro Fertilizer

5. Failure to comply with the scope of work for Landscape Maintenance shall be $400 per incident per day.

2.01.5 PEST CONTROL AND RODENT CONTROL

General

1. Contractor shall provide complete and continuous control and/or eradication of all plant pests or diseases. The Contractor shall obtain any necessary permits to comply with City, County, State, and Federal regulations or laws.

2. Contractor will assume responsibility and liability for the use of all chemical controls. Pests and diseases shall include, but not be limited to, all insects, aphids, mites, vertebrates or invertebrates, pathogens, and nematodes. Controls shall include necessary use of integrated pest management systems involving the use of life history information and extensive monitoring. Control shall be through prevention, cultural practices, pesticide applications, exclusion, natural enemies, biological control, and host resistance.

3. All material used shall be in strict accordance and applied within the most current EPA regulations and the California Department of Food and Agricultural Code.

4. City shall be notified prior to the application of pesticides and other chemicals. Pesticide applications shall be recorded on the Maintenance Schedule and coordinated with the Public Works Manager. Material use reports for all pesticides shall be filed with the City no later than the1Oth of every month for the preceding month.

5. Application of Pesticides

A. Timing: Pesticides shall be applied at times which minimize the possibility of contamination from climatic or other factors and at the proper life cycle of the pests. Early morning application shall be used when possible to avoid contamination from drift. Applicator shall monitor forecast weather conditions to avoid making application prior to inclement weather to eliminate potential runoff of treated areas.

Irrigation water applied after treatment shall be reduced to eliminate runoff. When water is required to increase pesticide efficiency, it shall be applied only in quantities which each area is capable of receiving without excessive runoff.

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25 B. Handling of Pesticides: Care shall be taken in transferring and mixing pesticides to prevent contaminating areas outside the target area. Application methods shall be used which ensure that materials are confined to the target area. Spray tanks containing leftover materials shall not be drained on the site to prevent any contamination. Disposal of pesticides and tank rinsing materials shall be within the guidelines established in the State of California Department of Food and Agricultural Code or EPA regulations.

C. Equipment and Methods: Spray equipment shall be in good operating conditions, quality, and design to efficiently apply materials to the target area. Drift will be minimized by avoiding high pressure applications and using water soluble drift agents.

D. Selection of Materials: Pesticides shall be selected from those materials which characteristically have the lowest residual persistence. Use of emulsifiable concentrates shall be used when possible to limit windblown particles. The use of adjuvants will be to increase pesticide efficiency thereby reducing the total amount of technical material required to gain control.

E. Substitution: Wherever a specific type of material is specified, no substitutions shall be allowed without the written consent of the Public Works Manager.

F. Certification of Materials: All materials shall be delivered on the site in original unopened containers. Materials shall be subject to inspection by the Public Works Manager.

Pest Control

1. All areas of the landscape shall be inspected for infestations of harmful nuisance pests such as ants, insects, mites, snails, and sowbugs. Plants shall be observed closely for leaves that may be blotched, notched eaten, blighted, deformed, mildewed, rusted, scorched, discolored, defoliated, or wilted.

2. Identify the cause of injury and consult a Pest Control Advisor before application of chemical treatments.

A. The State of California Agricultural Code requires that toxic pest control chemicals may be used only after a written recommendation by a State of California licensed Pest Control Advisor is obtained. A recommendation consists of all the applicator should know for an accurate and safe usage. The recommendation must be time and site specific.

B. Application of all pesticides shall only be applied by a properly State Licensed Pest Control Operator or a Certified Applicator of Pesticides.

C. There shall be no application of a pesticide without written permission of the City.

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26 D. In case a Restricted Use Pesticide is recommended, the City must have a use permit issued only by the County of Orange Agricultural Commissioner's office.

3. Contractor shall start preventative cultural methods before a pest is visible. At certain times of the year, and with certain environmental conditions, the presence of certain pests can be anticipated.

Look at new growth for the presence of aphids, leaf hoppers, scale, mealy bugs, and mites. Look for ants on soil, along walks, and trunks of shrubs and trees. When ants are present, there will be sucking insects. Control of ants will aid in the control of plant feeding insects. Do not use toxic pesticides to control pests when predatory or parasitic insects are present.

4. Dusty foliage is an indicator of mites. So long as foliage is washed, mite populations are low.

Keep mite populations low to prevent plant injury. Conifers are especially susceptible and often killed by mites.

5. Bark and Shot Hole Borer beetles weaken trees. Any cause of stress is cause to inspect trees.

Look for ants on the ground, crawling up tree trunks, or in crotches of branches. Also, there may be branches dying. Control adult beetles before they lay eggs on bark in the spring. All trees near one infested tree, the previous year, should be treated as soon as possible. On-going inspections are necessary to determine if there is a summer brood. Any sign of beetle or other insect pest shall be reported to the Public Works Manager.

6. Snails shall be controlled before becoming epidemic. They can be anticipated as a menace from spring until the advent of high temperatures, wherever moist soil prevails. Control with weekly applications of toxic bait until the youngest brood is gone. The City will not tolerate epidemics of snail infestation.

7. Pruning is an effective prevention of an epidemic of insects and diseases. Pruning away infected parts and disposing of them off-site separates the pest or pathogen from the host. Examples are Pine tree tip moth, Juniper twig girdler, Verticillium wilt, fire- blight, and some other blights of foliage.

A. Some thinning of tree foliage, to provide light and aeration for ground cover, is a type of disease prevention.

B. Use care when pruning not to spread disease by keeping all cutting edges sterile by dipping in Physan or other alcohol or bleach based solution after each cut.

8. The Contractor shall establish a continuing program to control insects and rodents.

9. With the pest control program, the following information shall be included:

A. The pest to be controlled
B. Method of control
C. The product labels
D. A schedule as to frequency of control
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27 E. Applicable S.D.S. Sheets
F. All mandatory signage

10. Monthly, the Contractor shall complete a pesticide spray log for any pesticides used. (Failure to submit this log to City will result in a Performance Deficiency Reduction.)

11. When using pesticides, the instructions on the label shall be followed explicitly and special care shall be exercised in application.

Rodent Control

Contractors shall be responsible for controlling all rodents, as necessary. All landscaped areas shall be maintained free of rodents to include gophers, ground squirrels, and pests to include, but not be limited to, snails, sow bugs, aphids, caterpillars, etc., that could cause damage to any plants, shrubs, ground cover, trees, irrigation systems, facilities or cause erosion.

1. All methods employed to perform Rodent Control shall conform to all federal, state, and county environmental regulations.

2. Rodent Control shall be performed in accordance with the following criteria:

A. All rodents to be controlled shall be identified and feeding habits determined prior to treatment of the area.

B. All mounds shall be raked level a minimum of 24 hours prior to treatment.

C. Soil shall be checked in the area to be treated to ensure proper soil moisture exists prior to treatment with treated baits.

D. All treated bait, traps, and gases used to control rodents shall be placed in the tunnel. Traps shall be covered with soil once inserted into tunnel to prevent vandalism and to ensure public safety.

E. All bait containers and/or applicators shall be of the type that will minimize spills.

F. Any and all spilled bait shall be picked up or buried immediately.

G. All treated areas shall be inspected after treatment for dying animals. Contractor shall remove all dying animals and/or carcasses and dispose of them off-site prior to the end of each work day until area no longer requires further treatment.

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28 H. Care should be taken to minimize or control use where domestic pets may come into contact with the poisons. Signage around applied area shall be considered.

3. Contractor shall be allowed to use Strychnine for Rodent control with submittal of a written recommendation from a certified Pest Control Advisor when applied in accordance with the following:

A. All mounds shall be raked level 24 hours prior to treatment with bait. Soil shall be inspected for proper moisture content. Bait shall not be applied to saturated soil. All raked bare soil areas shall be re- seeded upon conclusion of treatment.

B. Equipment required for bait application shall consist of a probe, pail, tablespoon, waterproof gloves, use proper PPE respirator, and probing bait run.

C. Bait shall be applied in areas where active gophers have created new mounds. Tunnels shall be probed to locate active runs and treated bait shall be applied in amounts specified in product label recommendations.

D. All treated bait shall be placed in the tunnel with a tablespoon or probing bait gun. Strychnine of

1.8 percent or higher shall be applied with a probing bait gun only. All holes shall then be covered. All containers shall be of the type to minimize spills. Any spilled bait shall be picked up immediately or buried in gopher hole.

4. Contractor may also, at his cost hire a licensed private pest control company to conduct rodent control within the Civic Center. Contractor will need to provide to the City company name, address, contact person, contact person's phone number and proper insurance. Any damage caused by private pest control companies shall be repaired at landscape contractor's expense.

6. Failure to comply with the scope of work for Pest Control and Rodent Control shall be $400 per incident per day.

2.01.6 FERTILIZATION

Scheduling

Fertilization will be applied twice per year in accordance with a FERTILIZER SCHEDULE, or as otherwise directed by the Public Works Manager. All applications shall be recorded and specifically identified on the weekly schedule, indicating the fertilizer used, application rate and the landscape material applied to (i.e., turf, trees, shrubs, ground cover, etc.).

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Title: Civic Center Landscape and Streetscape Project
29 Material use reports for all fertilizer shall be filed with the City not later than the 10th of every month for the preceding month.

General
Fertilizers shall be inorganic and/or organic dry, pelletized formulation. Application shall be in accordance with manufacturer specifications.

Method of Application
In making application of fertilizer granules, precautions shall be taken to contain these materials in the planting areas. Caution should be used when using a cyclone spreader which tends to throw material onto paved areas. The use of constant flow P.T.O. driven spreaders will keep materials contained in planting areas, eliminating sidewalk stains. The Contractor will be responsible for removing all fertilizer stains from concrete caused by his application. Fertilizer shall be applied at manufacturer's recommended rate. Any fertilizer that is applied to non- target areas such as a roadway, sidewalk, parking lot, etc., will be removed immediately by contractor. Absolutely no fertilizer is allowed to enter the storm drain system. Contractor shall choose which methods of removal will work best. (i.e.:
sweeping or gas powered blower, etc.)
Timing of Application

When climatic factors cause problems of the general use of fertilizers, an adjustment of the fertilizer schedule may be necessary. After fertilizer application, monitor watering schedule to eliminate runoff or leaching of fertilizer materials.

Trees and Shrubs

Fertilizers, pre-approved by Public Works Manager, shall be applied to trees and shrubs that require supplemental feeding. Annual spring feeding shall be done in accordance with the rate indicated by the manufacturer. Fertilization may require deep-root feeding or foliar applications to correct iron chlorosis and other micro-nutrient deficiencies.

Landscaped Areas

All landscaped areas shall be fertilized in accordance with the following criteria:

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Title: Civic Center Landscape and Streetscape Project
30 1. All proposed chemical formulations shall be submitted to the Public Works Manager for approval prior to use.

2. All fertilization schedules shall commence with the effective date of the contract then follow the cycles established in the annual schedule.

3. Ground cover areas shall be free of moisture at the time of fertilizer application. Application of the fertilization shall be done in sections, determined by the areas covered by each irrigation system. All areas fertilized shall be thoroughly soaked immediately after the fertilizer is broadcast.

Soil Tests for Fertilization

Upon request, minimum once per year, soil samples for testing shall be taken from landscape locations as determined by the Public Works Manager.

1. Samples shall be tested at an agricultural soils testing laboratory approved by Public Works Manager.

2. Contractor shall pay all costs for testing, taking samples, pickup and delivery to the testing laboratory; all incidentals and no additional payment will be made thereafter.

Ground Cover

Apply fertilizer a minimum of 2 times a year, (March and August) to slope and all ground cover areas with a commercial fertilizer as often as required to promote a healthy appearance. Water thoroughly to prevent burning. Apply at the rate recommended by the manufacturer that is listed on the package.