Agenda packet — Lake Forest City Council, June 17, 2025 (part 4 of 5)

2000402898 TRS-00002 ProjectPlan1 ShrdSvrALNGSubsVLMVL
PerUsr
10 Upfront 01-Jun-
2023
31-Jul-
2023
Subscription $ 15.66 $ 156.60
GROUP TOTAL $ 589. 55
Year 2 Future Billings
12 Months Online Services Cost Shown
For Future Billing Purposes Only - Not For Order
Item # Mfg SKU # Description Qty
Billing
Frequency
Start
Date
End
Date
Usage
Country
License
Type
Unit Price
Extended
Price
2000401898 7LS-00002 Project Plan3 Shared All Lng SubsVLMVL Per User
5 Upfront 01-Aug-
2023
31-Jul-
2024
United
States
Subscription $ 280.00 $ 1,400.00
2000402468 AAA-10842 O365E3 ShrdSvrALNGSubsVLMVL PerUsr 5 Upfront 01-Aug- 2023
31-Jul-
2024
United
States
Subscription $ 238.80 $ 1,194.00
2000402898 TRS-00002 ProjectPlan1 ShrdSvrALNGSubsVLMVL
PerUsr
10 Upfront 01-Aug-
2023
31-Jul-
2024
Subscription $ 93.99 $ 939.90
GROUP TOTAL $ 3, 533. 90
Year 3 Future Billings
12 Months Online Services Cost Shown
For Future Billing Purposes Only - Not For Order
Item # Mfg SKU # Description Qty
Billing
Frequency
Start
Date
End
Date
Usage
Country
License
Type
Unit Price
Extended
Price
2000401898 7LS-00002 Project Plan3 Shared All Lng SubsVLMVL Per User
5 Upfront 01-Aug-
2024
31-Jul-
2025
United
States
Subscription $ 280.00 $ 1,400.00
2000402468 AAA-10842 O365E3 ShrdSvrALNGSubsVLMVL PerUsr 5 Upfront 01-Aug- 2024
31-Jul-
2025
United
States
Subscription $ 238.80 $ 1,194.00
DocuSign Envelope ID: 6D1C093E- 1EDE- 4099- 9D94- DC9BA27C9A7A Item: 9
520

Page 3 of 3 ends

2000402898 TRS-00002 ProjectPlan1 ShrdSvrALNGSubsVLMVL
PerUsr
10 Upfront 01-Aug-
2024
31-Jul-
2025
Subscription $ 93.99 $ 939.90
GROUP TOTAL $ 3, 533. 90

SUBTOTAL
DELIVERY: Ground - 3 to 5 days
State Tax
Local Tax
7, 657. 35

0. 00

0. 00
All currency in this quote is in ( USD). TOTAL
7,657.35

0.00 0.00

0.00 7, 657. 35
Payment options are only available in listed currency and not billable in other currencies. Pricing, availability, and special offers are subject to change at any time.

This document and the transaction( s) to which it pertains are governed by Softchoice' s online terms of sale, unless a separate purchase agreement was signed by both your company and Softchoice, in which case, that separate agreement will govern. Softchoice' s terms of sale can be found http:// www. softchoice. com/ softchoice- terms- and- conditions- for- products
As noted in the Microsoft Enterprise Agreement, any online subscription services within this quote will automatically renew annually unless Softchoice is notified in writing at least 30 days prior to your anniversary. If you are within the final year of your agreement the previous statement does not apply; new products and quantities will be reviewed in your renewal process.

Signature: ___________________________
Name: Debra Rose
Title: City Manager
Date: _________
PO#: N/A
DocuSign Envelope ID: 6D1C093E- 1EDE- 4099- 9D94- DC9BA27C9A7A Item: 9
521

ATTACHMENT 3
Item: 9
522

2 AMENDMENT NO. 2 TO
AG

REEMENT INCORPORATING PIGGYBACK CONTRACT
BE

TWEEN T HE

CITY OF LAKE FOREST
AND

SOFTCHOICE CORPORATION

1. Parties and Date.

This Second Amendment to the Agreement Incorporating Piggyback Contract ("Amendment") is made and entered into this day of
, 2025 by and between the City of Lake Forest ("City") and Softchoice Corporation, a New York corporation ("Contractor" or "Seller"). City and Seller are together referred to as " Parties," and individually, as a "Party" in this Amendment.

2. Re
citals.

2.1 City and Seller entered into that certain Agreement dated July 19, 2022 ("Agreement"), whereby Seller agreed to provide certain Licenses, and th at Agreement was amended on June 21, 2023 (the "First Amendment").

2.2 City and Seller now desire to amend the Agreement for the second time to include additional Licenses.

3. Terms.

3.1 Licenses. The Licenses to be provided by Seller shall be revised to include the additional Licenses set forth in Attachment "1" attached hereto and incorporated by this reference. For greater certainty, the Licenses in the First Amendment shall not expire until 7/31/2025.

3.2 Compensation. The total amount paid to Seller for the purchase of the Licenses under the Agreement set out in Attachment “1” shall not exceed the sum of $ 49,631.67. Sel ler shall also provide additional Microsoft licenses on an as-need basis to the City, not to exceed the total value
of $15,000 (the “Cap”) unless pre-approved in writing by the City, provided that City will track its expenditure to ensure the Cap is not exceeded as per this sentence.

3.3 Continuing
Effect of Agreement. This Second Amendment
expires when
all Licenses subscription terms for licenses
r eferenced in Section 3.2 expire. Except as amended by this Amendment, all provisions of the Agreement shall remain unchanged and in full force and effect. From
and after the date of this Amendment, whenever the term "Agreement" appears in the Agreement, it shall
mean the Agreement as amended by this Amendment.

3.4 Adequate
Consideration. The Parties stipulate and agree that they have each received
adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment. Seller further accepts the terms and conditions of
this Amendment as full and final resolution of any and all claims, asserted or otherwise, arising out of or related to the subject of this Amendment and acknowledges that the compensation and/or additional time, if any, set forth herein is adequate and comprises the total compensation and/or time due for the change(s) included in this Amendment.

Docusign Envelope ID: BAE0C2DB-CC5E-4CA0-8A8B-0E19F67B80CF Item: 9
523

3 3.5 Counterparts. This Amendment may be executed in duplicate originals, each of which is deemed to be an original, but when taken together shall constitute but one and the same instrument.

IN WITNESS WHEREOF, the Parties hereto have executed this Amendment on the date first herein above written.

City of Lake Forest
By:

Softchoice Corporation, a New York
corporation
Printed Name:

Printed Name:

Title: Title:

Dated: Dated:

By:

Docusign Envelope ID: BAE0C2DB-CC5E-4CA0-8A8B-0E19F67B80CF Approved as to Form:

Best Best & Krieger, LLP
City Attorney
SVP Services
Sean Denomey
6/12/2025
Item: 9
524

Attachment 1
TO AMENDMENT NO. 2
Softchoice Corporation License Quote
Docusign Envelope ID: BAE0C2DB-CC5E-4CA0-8A8B-0E19F67B80CF Item: 9
525

Quote
Ship To :

City Of Lake Forest
100 CIVIC CTR DR
LAKE FOREST, CA 92630
Bill To:

City Of Lake Forest
100 CIVIC CTR DR

LAKE FOREST CA
92630
Quote Prepared For
City Of Lake Forest
Phone:

Email:

Quote Sent By Madeline Pokora
[email protected]
Phone: 312-655-9002
Fax:

Anniversary Date
Authorization Number
Agreement End Date
Comments
SLG EA - Renewal - Year 1 of 3

BUDGETARY
Item # Mfg SKU # Description Qty Billing
Frequency
Start
Date
End
Date
Usage
Country
License
Type Unit Price Extended
Price
2000402387 3R2-00002 Entra ID P1 Sub Per User 70 Upfront 01-Aug- 2025
31-Jul-
2026
United
States
Subscription $56.99 $3,989.30
2000402848 T6A-00024 O365 E1 Existing Customer Sub Per User 78 Upfront 01-Aug- 2025
31-Jul-
2026
United
States
Subscription $111.49 $8,696.22
Quote Q-2361277
Date 08-May-2025
Softchoice Corporation
314 W Superior St #400
Chicago,
IL 60654
Sales/Order desk
Phone: (800) 268-7638
Fax: (800) 268-7639
Docusign Envelope ID: BAE0C2DB-CC5E-4CA0-8A8B-0E19F67B80CF Item: 9
526

Page 2 of 3 ends

2000402468 AAA-10842 O365 E3 Existing Customer Sub Per User 130 Upfront 01-Aug- 2025
31-Jul-
2026
United
States
Subscription $257.49 $33,473.70
2000401898 7LS-00002 Project P3 Sub Per User 5 Upfront 01-Aug- 2025
31-Jul-
2026
United
States
Subscription $285.00 $1,425.00
2000671979 NYG-00001 Teams AC with Dial Out US/CA Sub Add-on 190 Upfront 01-Aug- 2025
31-Jul-
2026
United
States
Subscription $0.00 $0.00
2000743028 V9B-00001 Teams Rooms Pro Sub Per Device 3 Upfront 01-Aug- 2025
31-Jul-
2026
United
States
Subscription $445.00 $1,335.00
2000402742 N9U-00002 Visio P2 Sub Per User 5 Upfront 01-Aug- 2025
31-Jul-
2026
United
States
Subscription $142.49 $712.45
GROUP TOTAL $49,631.67

SUBTOTAL
DELIVERY: Ground - 3 to 5 days
State Tax
Local Tax
$49,631.67
$0.00
$0.00
$0.00
All currency in this quote is in (USD). TOTAL
$49,631.67
$0.00
$0.00
$0.00
$49,631.67
Payment options are only available in listed currency and not billable in other currencies. Pricing, availability, and special offers are subject to change at any time.

This document and the transaction(s) to which it pertains are governed by Softchoice's online terms of sale, unless a separate purchase agreement was signed by both your company and Softchoice, in which case, that separate agreement will govern. Softchoice's terms of sale can be found http://www.softchoice.com/softchoice-terms-and-conditions- for-products
As noted in the Microsoft Enterprise Agreement, any online subscription services within this quote will automatically renew annually unless Softchoice is notified in writing at least 30 days prior to your anniversary. If you are within the final year of your agreement the previous statement does not apply; new products and quantities will be reviewed in your renewal process.

Docusign Envelope ID: BAE0C2DB-CC5E-4CA0-8A8B-0E19F67B80CF Item: 9
527

Page 3 of 3 ends

Signature : {{Sig_es_:signer1:signature}}
Name : {{Name1_es_:fullname}}
Title : {{Ttl1_es_:title}}
Date : {{Dte_es_:signer1:date}}
PO# : {{PO_es_:signer1}}
Docusign Envelope ID: BAE0C2DB-CC5E-4CA0-8A8B-0E19F67B80CF Item: 9
528

CITY COUNCIL AGENDA REPORT
MEETING DATE: 6/17/2025
DEPARTMENT: Management Services
SUBJECT:

THIRD AMENDMENT TO THE AGREEMENT WITH ORANGE COUNTY

YELLOW MANAGEMENT, LLC FOR SENIOR TAXI TRANSPORTATION

SERVICES
RECOMMENDED ACTION(S):

1. Approve the Third Amendment to the Agreement to Orange County Yellow Management, LLC with a compensation amount of $275,543.62 for Senior Taxi Transportation Services.

2. Authorize the Mayor to sign, and the City Clerk to attest, the Third Amendment to the Agreement with Orange County Yellow Management, LLC., substantially in the form attached.

EXECUTIVE SUMMARY:

The Community Services Division is responsible for overseeing the City’s Senior Mobility Program (“SMP”). The SMP consists of bus and taxi transportation services for seniors who are 60 years of age and older and reside in Lake Forest.

Funds for the SMP are received from the Orange County Transportation Authority (“OCTA”) under the Measure M2 sales tax program, providing 80% of funding with a 20% City match.

The City has contracted with Orange County Yellow Management, LLC (“OCY”) (formerly California Yellow Cab Inc.) for senior taxi transportation services since 2017. OCY notified staff of the corporate name change in March 2025 (Attachment 1). The City Council approved the current agreement for senior taxi services with OCY in June of 2022 with a total compensation amount of $169,000 (“Agreement”) (Attachment 2). The City Manager signed two subsequent amendments. In March of 2024 the First Amendment changed the Scope of Work enabling the expansion of the SMP as called for in Initiative #43 of the City’s Strategic Business Plan (Attachment 3). The Second Amendment put in place two minimum ride fees; $15 minimum charge for trips within Lake Forest city limits and a $20 minimum charge for trips that end outside of Lake Forest city limits (Attachment 4). The Agreement with OCY is set to expire on June 30, 2025.

Item: 10
529

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2 8
Staff recommends the City Council approve the proposed Third Amendment to the Agreement with Orange County Yellow Management, LLC to provide senior taxi transportation services (Attachment 5). The proposed Third Amendment would extend the agreement term to June 20, 2026, and increase the compensation by $106,543.62, with an optional second one-year extension. The 2025-2027 Operating Budget includes sufficient funding to cover the costs of the recommended action.

BACKGROUND:

The current SMP consists of bus transportation and taxi service, both offered through contracts. The majority of funding for the City’s SMP is provided by the OCTA Measure M2. Funding is allocated to Orange County cities based on senior population figures for the entire county. Per the funding agreement with OCTA, the City is required to provide the 20% matching fund amount and OCTA provides the remaining 80% from Measure M2. The City’s 20% matching fund amount is offset by fees collected for the SMP and in-kind work provided by City staff. The City has never contributed funds directly towards the program.

OCTA’s Measure M2 funding guidelines require that SMP transportation can only be taken to locations within Orange County. The City contracts with Age Well Senior Services, Inc., (“Age Well”) to provide bus transportation to Lake Forest residents 60 years and older, Monday through Thursday, between the hours of 8:30 a.m. -10:00 a.m. and 2:00 p.m. -2:30 p.m. Bus transportation includes curb- to-curb service on a fully accessible fourteen-passenger bus. Riders must call in advance to make reservations to ride the bus. Age Well buses transport seniors to City-sponsored senior activities/programs at no charge to riders. Ridership averages 120 per month. Age Well buses are also used for transportation as part of The Clubhouses’ Mini Excursion program. Transportation to The Clubhouse and staff-organized programs are the focus of the programs associated with the Age Well contract.

The senior taxi transportation program is provided by OCY under the Agreement awarded by the City Council on June 23, 2022 (Attachment 2). The Agreement is set to expire on June 30, 2025 (Attachment 2). On March 20, 2024, the First Amendment to change the Scope of Work of the Agreement was completed (Attachment 3). Strategic Plan Initiative #43 called for the expansion of the Senior Mobility Program during Fiscal Year 2023-24. The initiative necessitated an expansion of the marketing for the SMP and provision of additional locations to increase participation. The First Amendment changed the Scope of Work by adding additional locations to the service areas covered by OCY. In addition to expanding the travel locations, staff hired a marketing firm to advertise the program to more Lake Forest residents with the goal of expanding participation.

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The senior taxi transportation service offers Lake Forest Seniors discounted taxi services 24 hours a day, seven days a week. Seniors typically use the transportation service to complete activities of daily living, such as traveling to medical appointments, shopping for groceries, picking up prescriptions, or visiting family members. The service offers Lake Forest seniors who are unable to continue driving the ability to travel independently. OCY, formally known as California Yellow Cab (Attachment 1), is the City’s current senior taxi services provider.

DISCUSSION:

On August 1, 2024, staff were contacted by OCY about implementing a minimum ride fee to all trips. The purpose of the minimum ride fee is to cover OCY’s costs incurred primarily during short trips. This type of arrangement is common with other cities providing similar programs throughout the region. Staff agreed to the reasonableness of a $15 minimum charge for trips within Lake Forest city limits and a $20 minimum charge for all trips that end outside of Lake Forest city limits.

The implementation of these per-ride minimum charges did not alter the per-mile fee already charged pursuant to the compensation section of Agreement. The Second Amendment to the Agreement memorialized the inclusion of these two minimum charges (Attachment 4).

Staff is proposing the Third Amendment to the Agreement with OCY (Attachment 5). The Third Amendment would increase the compensation amount by $106,543.62 for a revised total compensation amount of $275,543.62. It would also extend the term of the Agreement to June 30, 2026, thereby exercising the first of the two optional one-year extensions. The increased compensation allows for increased minimum charges per mile, as well as the increase in the number of riders for the program due to SMP’s expansion. The Third Amendment would simplify the compensation schedule by eliminating minimum charges, wait time fees, and specific per-mile assessments for all trips under 15 miles. Instead, OCY would charge a flat rate based on different levels of miles driven as described in Table 1 below.

Table 1: Third Amendment Compensation Structure
Miles Flat Charge

0.1-2 miles $18.50 one-way

2.1-4 miles $21.00 one-way

4.1-6 miles $26.00 one-way

6.1-9 miles $33.00 one-way

9.1-12 miles $42.00 one-way

12.1-15 miles $51.00 one-way

15.1+ miles $3.50 per mile
Item: 10
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2 8
This new rate structure amounts to a moderate increase in rates currently charged by OCY. For example, under the current rate structure, a 4-mile ride within City limits would cost $17.30. Under the proposed Third Amendment, this same 4-mile ride would cost $21.00. An 11-mile ride that travels outside of City limits under the current rate structure would cost $40.02. The Third Amendment would bring this same 11-mile ride cost to $42.00. Per staff’s analysis, these rates are consistent with the rates charged to the neighboring cities of Mission Viejo, Lagua Hills and Laguna Niguel for similar senior taxi programs.

Vendor Performance Assessment
Pursuant to the City’s Purchasing and Contracting Guidelines, staff completes a vendor performance assessment during a proposed contract amendment. The vendor assessment is a guide to determine if a contract should be amended, renewed, or terminated based on performance in the following categories:
performance of scope of services, timeliness, budget performance, and customer service. Utilizing an evaluation form, staff rates the consultant in each category.

Table 2 below provides an overall assessment of the consultant’s performance since work under the original Agreement was initiated. Consistent with the City’s Purchasing and Contracting Guidelines, including the vendor assessment, the contract is eligible for a contract amendment.

Table 2: Vendor Assessment
Orange County Yellow Management, LLC
July 1, 2022 – June 17, 2025
Category Assessment
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 Performance ☐Unsatisfied ☐Satisfied ☒Very Satisfied ☐N/A The proposed Third Amendment was prepared by the Management Services Department and has been reviewed and approved by the City Attorney as to form. Staff recommended the City Council authorize the proposed Third Amendment to the Agreement with OCY.

Item: 10
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3 6
2 8
FISCAL IMPACT:

Approval of the recommended action would result in an additional $106,543.62 in compensation authorized to be paid to Orange County Yellow Management, LLC. and extend the term of the Agreement by one year to June 30, 2026. Funds for the SMP are received from the Orange County Transportation Authority (“OCTA”) under the Measure M2 sales tax program, providing 80% of funding with a 20% City match. The 2025-2026 Operating Budget includes sufficient funding to cover the costs of the recommended action.

ATTACHMENTS:

1. California Yellow Cab Name Change to Orange County Yellow Management, LLC.

2. Agreement with Yellow Cab

3. First Amendment to the Agreement with Yellow Cab

4. Second Amendment to the Agreement with Yellow Cab

5. Proposed Third Amendment to Yellow Cab Agreement
Initiated By: Victoria Blethen, Recreation Manager
Submitted By: Sean McGovern, Deputy City Manager
Approved By: Debra Rose, City Manager
Item: 10
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Attachment 1
Item: 10
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OCY Management, LLC
May 13, 2025
Victoria Blethen
City of Lake Forest
100 Civic Center Dr
Lake Forest, CA 92630
Dear Ms. Blethen,
We’re writing to inform you of some exciting changes coming to Cabco Yellow, Inc. Recent developments in California law have required us to revise our business structure. As such, effective June 1, 2025, Cabco Yellow Inc., dba California Yellow Cab will be closing to make way for Orange County Yellow Cooperative, Inc (OCYC). OCYC is Orange County’s first and only Taxicab Cooperative, proudly owned entirely by drivers.

While Cabco Yellow is closing its doors, the new Co-Op has agreed to retain us as management under the banner of OCY Management, LLC. This will ensure seamless continuity of service in the days, months and years ahead.

Our staff, call center, and main office location will remain the same. In the upcoming days Melissa Gomez, Program Manager, will share company details such as a new W9, updated certificates of insurance, and whatever else is necessary to ensure our partnership continues and there is no contract interruption. Should we need to create a new contract or write a letter of agreement, please let us know as soon as possible.

For accounting purposes, please remit all future payment to OCY Management, LLC effective June 1, 2025.

We look forward to our continued partnership. Please do not hesitate to reach out should you have any questions.

Best Regards,
William J. Rouse
CEO
OCY Management, LLC
520 W. Dyer Road, Santa Ana, CA 92707
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Attachment 2
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Attachment 3
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SENIOR TRANSPORTATION TAXI SERVICES

City of Lake Forest
100 Civic Center Dr.

Lake Forest, CA 92630

DocuSign Envelope ID: 176D331D-CCF8-47E4-BBA3-8D5309D970D2 Item: 10
558

City of Lake Forest
First Amendment to Agreement for Professional Consultant Services Senior Transportation Taxi Services
I. PARTIES AND DATE. ................................ ................................ ..............

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

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

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

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

DocuSign Envelope ID: 176D331D-CCF8-47E4-BBA3-8D5309D970D2 Item: 10
559

Title: Senior Transportation Taxi Services
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 Cabco Yellow Cab, Inc. dba California Yellow Cab, a California Corporation (Inc.) , with its principal place of business at 520 W. Dyer Road, Santa Ana, CA 92707 (“Consultant”). City and Consultant are sometimes individually referred to herein as “Party” and collectively as “Parties.” DocuSign Envelope ID: 176D331D-CCF8-47E4-BBA3-8D5309D970D2 20 2024
March
Item: 10
560

Title: Senior Transportation Taxi Services
4 2. RECITALS.

2.1. Agreement
The Parties entered into that certain Agreement for Senior Transportation Taxi Consulting Services dated June 23, 2022 (“Agreement”).

2.2. First Amendment
The Parties now desire to amend the Agreement in order to expand the scope of services.

DocuSign Envelope ID: 176D331D-CCF8-47E4-BBA3-8D5309D970D2 Item: 10
561

Title: Senior Transportation Taxi Services
5 3. TERMS.

3.1. Scope of Services.

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.

3.2. Extra Work.

3.3. 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: 176D331D-CCF8-47E4-BBA3-8D5309D970D2 Item: 10
562

Title: Senior Transportation Taxi Services
6 4. SIGNATURES.

4.1. SIGNATURES.

CITY OF LAKE FOREST Cabco Yellow Cab, Inc. dba California Yellow Cab
By: [AUTHORIZED CITY SIGNATURE]

Debra Rose
City Manager
By: [VENDOR SIGNATURE 1]

Tim Conlon
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]

Robert Bowsher
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: 176D331D-CCF8-47E4-BBA3-8D5309D970D2 Item: 10
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Title: Senior Transportation Taxi Services
7 5. EXHIBIT "A" SCOPE OF SERVICES

5.1. EXHIBIT "A" SCOPE OF PROFESSIONAL CONSULTANT SERVICES Contractor shall provide professional taxi transportation services related to meeting identified needs of the community's senior citizen population, who are 60 years of age and older and reside in Lake Forest.

These services will focus on the provision of safe and reliable taxi transportation services within the City's boundaries, as well as locations specified below.

Professional services are required by the City for the following tasks:

General Services
 Contractor shall provide reservations and taxi services seven (7) days a week twenty four (24) hours a day including holidays.
 Contractor shall provide curb-to-cub services with the required assistance by drivers to those seniors who need any special assistance.
 Upon request the contractor must have the ability to offer seniors a wheelchair accessible taxi option.
 Contractor shall provide taxi transportation services within Lake Forest, which includes the annexed areas otherwise known as Portola Hills and Foothill Ranch.  Contractor shall also provide service within the city limits of Mission Viejo, Laguna Hills, Laguna Woods, and Rancho Santa Margarita.
 Contractor shall provide taxi services to the following Satellite Destinations:
 Kaiser Hospital, 6640 Alton Pkwy, Irvine
 Irvine Transportation Center (Amtrak/Metrolink Stations)  Costco Laguna Niguel and Irvine
 Irvine Spectrum
 John Wayne Airport
 VA Community Resources and Referral Center, Santa Ana  City and Contractor shall jointly revise and refine the service levels based on actual service demand to maximize service efficiency within the parameters specified by City policies.  Prior to the start of each contract period under this contract, City may review the standards established for the senior transportation services to ensure those standards remain appropriate.  The City may require any driver be removed from transporting City senior riders for excessive complaints, rudeness, or other inappropriate behavior or appearance.

DocuSign Envelope ID: 176D331D-CCF8-47E4-BBA3-8D5309D970D2 Item: 10
564

Title: Senior Transportation Taxi Services
8  Driver feedback about schedules, customer needs, vehicle maintenance and working conditions is highly recommended and expected.
 Contractor shall provide qualified and trained personnel to answer and properly respond to all telephone calls, for senior transportation trip reservations, cancellations, ride check status, service inquiries, and general information requests.
 Contractor is required to provide a computerized system for trip reservations, scheduling, and dispatch of senior taxi services, as well as for the collection, recording and reporting of operational and performance data regarding these services.

Program Requirements
 Contractor is to comply with all State and Federal regulations relating to driver training, licensing, vehicle inspections, maintenance documentation, and allowable hours on duty requirements, drugs and alcohol resting etc.
 Contractor must be recognized on the Orange County Taxi Administration Program Website as an Orange County Approved Taxi Company
 All taxis shall be uniformed in appearance and color scheme in conformance.  Contractor shall provide the necessary staff and vehicles to ensure efficient and timely administration of reservations, scheduling, and dispatch of City senior transportation trips in accordance with the services schedules and policies set forth by the City.  Contractor must demonstrate they have an acceptable recruitment and hiring program which is intended to minimize driver turnover and retain a high-quality work force.  Contractor shall provide a uniform to be worn by the driver when operating a vehicle in City service, which will always convey a professional image.  All taxis shall be cleaned daily prior to each vehicle service day and shall be kept clean throughout the day. Seating areas shall be kept clean and in good repair with attention paid to cleaning upholstery on a regular basis. Wheelchair lifts shall be kept clean and in good repair.  Driver shall inspect vehicle daily, before pulling out of the yard in accordance with state requirements. A Preventive Maintenance Inspection (PMI) will be performed on vehicles at 3,000-mile intervals.
 Contractor shall be responsible for all training of the vehicle driver, service policies, passenger fares and overview of other City services.
 Upon receipt of notice from the City, the Contractor shall promptly correct any deficiency in Contract's performance.

DocuSign Envelope ID: 176D331D-CCF8-47E4-BBA3-8D5309D970D2 Item: 10
565

Title: Senior Transportation Taxi Services
9  Contractor shall follow all policies set forth by the County of Orange related to Covid-19 for both employees of the contractor, as well as bus riders.

Reporting Requirements
 Daily Records: Contractor shall keep records of customer service reservations taken; reservations include client's name, telephone number, pick-up and drop-off address, time the call was received and time the call was dispatched.
 Monthly Summaries: A Monthly Summary shall be attached to the Contractor billing invoice and shall include the following: Date, Passenger Name, Pick-up address, Dropoff address, Pick up time, Drop off time, Trip Miles, Cost of trip, Trip Type, Number of Trips per client, No shows and Cancellations
 Incident Reports: Drivers shall be required to complete "incident reports" after any out of the ordinary occurrence during service. Such reports must be submitted to the City for review within 24 hours and should be submitted after such incidents as disputes with or between passengers, passenger injury and accident (during boarding or while on vehicle), passenger misconduct.  Vehicles Accidents: Contractor shall notify the City within 24 hours of any accident/incidents and ensure proper follow up on any accidents. City shall retain the right of accident investigation as it sees fit; and may request drug/alcohol screening of a driver found to be at fault under specific circumstances.
 Retention/Review of Records; The contractor will maintain all records pertaining to the services performed under a signed agreement for a period of five years. The contractor shall make its records pertaining to a signed Agreement available to the City upon request during regular business hours either for inspection or audit.
 Contractor shall provide monthly to the City, OCTA's Safety and Security Reporting Form.  The invoice for services rendered shall follow a format provided by the City, with all relevant back-up documentation, including monthly operations summaries, and OCTA's Safety and Security Reporting Form, included with the invoice.
 The Contractor shall provide the City with all of the back-up documentation related to a yearly audit by OCTA for City's receiving M2 grant monies for Senior Mobility Programs.

Customer Service Requirements
 Contractor shall participate in on-going customer relation efforts as coordinated by the City and may be asked to meet with City staff on an ongoing basis to discuss customer relations.  The City staff and Contractor shall investigate and document all complaints or citizen concerns as a part of program administration by collecting as much pertinent information regarding the complaint as possible from the complaining party. The City may require complain investigation DocuSign Envelope ID: 176D331D-CCF8-47E4-BBA3-8D5309D970D2 Item: 10
566

Title: Senior Transportation Taxi Services
10 on the part of Contractor. The City reserves the right to exclude any of contractor employees or drivers from participating in the program due to findings relating to a complaint or service issue.  Contractor will provide the City with the name of a contact person and phone number to call for reporting customer complaints.
 Within twenty-four (24) hours of a reported complaint, Contractor's customer service representative will email to the City the steps they are taking to address the client's complaint

DocuSign Envelope ID: 176D331D-CCF8-47E4-BBA3-8D5309D970D2 Item: 10
567

Attachment 4
Item: 10
568

SENIOR TRANSPORTATION TAXI SERVICES
(2022-041.2)

City of Lake Forest
100 Civic Center Dr.

Lake Forest, CA 92630

Docusign Envelope ID: DF6E7274-D1F9-4086-83B5-A0D962CEA5A4 Item: 10
569

City of Lake Forest
Second Amendment to Professional Consultant Services Agreement Senior Transportation Taxi Services
I. PARTIES AND DATE. ................................ ................................ ..............

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

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

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

V. EXHIBIT "C" - COMPENSATION ................................ ..............................

Docusign Envelope ID: DF6E7274-D1F9-4086-83B5-A0D962CEA5A4 Item: 10
570

Title: Senior Transportation Taxi Services
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 Cabco Yellow Cab, Inc. dba California Yellow Cab, a California Corporation (Inc.) , with its principal place of business at 520 W. Dyer Road, Santa Ana, CA 92707 (“Consultant”). City and Consultant are sometimes individually referred to herein as “Party” and collectively as “Parties.” Docusign Envelope ID: DF6E7274-D1F9-4086-83B5-A0D962CEA5A4 2024
1 Aug.

Item: 10
571

Title: Senior Transportation Taxi Services
4 2. RECITALS.

2.1. Agreement
The Parties entered into that certain Agreement for Senior Transportation Taxi Consulting Services dated June 23, 2022 (“Agreement”).

2.2. First Amendment
The Parties entered into that certain First Amendment to expand the scope of services the Agreement dated March 20, 2024 ("First Amendment").

2.3. Second Amendment
The Parties now desire to amend the agreement in order to amend the compensation schedule under the Agreement.

Docusign Envelope ID: DF6E7274-D1F9-4086-83B5-A0D962CEA5A4 Item: 10
572

Title: Senior Transportation Taxi Services
5 3. TERMS.

3.1. Scope of Services.

3.2. Schedule of Compensation
Exhibit “C” of the Agreement is hereby amended in its entirety in the form of EXHIBIT "C" - COMPENSATION to this First Amendment, attached hereto and incorporated herein.

3.3. Remaining Provisions of Agreement.

Except as otherwise specifically set forth in this Second Amendment, the remaining provisions of the Agreement shall remain in full force and effect.

Docusign Envelope ID: DF6E7274-D1F9-4086-83B5-A0D962CEA5A4 Item: 10
573

Title: Senior Transportation Taxi Services
6 4. SIGNATURES.

4.1. SIGNATURES.

CITY OF LAKE FOREST Cabco Yellow Cab, Inc. dba California Yellow Cab
By: [AUTHORIZED CITY SIGNATURE]

Debra Rose
City Manager
By: [VENDOR SIGNATURE 1]

Abkar Majid
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]

Jackson Fraser
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]
Docusign Envelope ID: DF6E7274-D1F9-4086-83B5-A0D962CEA5A4 Item: 10
574

Title: Senior Transportation Taxi Services
7 5. EXHIBIT "C" - COMPENSATION

5.1. 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 SIXTY-NINE THOUSAND DOLLARS ($169,000.00). Compensation shall be paid per the following schedule and terms.

Service Type First 1/8
Mile
Each
Additional
1/8 Mile
Wait Time Per
Hour
Wait Time
Calculation
Minimum
Charge
In-City Service $4.50 .40 $36.00 .40 each 40 seconds $15 Outside City
Service
$4.50 .40 $36.00 .40 each 40 seconds $20

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.

Docusign Envelope ID: DF6E7274-D1F9-4086-83B5-A0D962CEA5A4 Item: 10
575

Attachment 5
Item: 10
576

SENIOR TRANSPORTATION TAXI SERVICES
(2022-041.3)

City of Lake Forest
100 Civic Center Dr.

Lake Forest, CA 92630

Docusign Envelope ID: 1E7875DB-4283-41FB-A5EE-955FDE35112E Item: 10
577

City of Lake Forest
Third Amendment to Professional Services Agreement
Senior Transportation Taxi Services
I. PARTIES AND DATE. ................................ ................................ ..............

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

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

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

V. EXHIBIT "C" - COMPENSATION ................................ ..............................

Docusign Envelope ID: 1E7875DB-4283-41FB-A5EE-955FDE35112E Item: 10
578

Title: Senior Transportation Taxi Services
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 OCY Management, LLC, a California Corporation (Inc.) , with its principal place of business at 520 W. Dyer Road, Santa Ana, CA 92707 (“Consultant”). City and Consultant are sometimes individually referred to herein as “Party” and collectively as “Parties.” Docusign Envelope ID: 1E7875DB-4283-41FB-A5EE-955FDE35112E Item: 10
579

Title: Senior Transportation Taxi Services
4 2. RECITALS.

2.1. Agreement
The Parties entered into that certain Agreement for June 23, 2022 dated July 1, 2022 (“Agreement”).

2.2. First Amendment
The Parties entered into that certain First Amendment to expand the scope of services under the Agreement dated March 20,2024 ("First Amendment").

2.3. Second Amendment
The Parties entered into that certain Second Amendment to amend the compensation schedule under the Agreement ("Second Amendment").

2.4. Third Amendment
The Parties now desire to amend the Agreement in order to acknowledge the corporate transition from Cabco Yellow Cab, Inc. dba California Yellow Cab to OCY Management, LLC, update the delivery of notices, extend the term of the Agreement and increase the total amount of compensation under the Agreement, update the rates of compensation under the Agreement.

Docusign Envelope ID: 1E7875DB-4283-41FB-A5EE-955FDE35112E Item: 10
580

Title: Senior Transportation Taxi Services
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, 2022 to June 30, 2026, 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. Consultant 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:

FIVE HUNDRED FORTY -THREE DOLLARS AND SIXTY -TWO CENTS DOLLARS ($275,543.62) 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. Rates of Compensation/ Schedule of Compensation.]
Exhibit “C” of the Agreement is hereby amended in to update rates of compensation in the form of EXHIBIT "C" - COMPENSATION to this First Amendment, attached hereto and incorporated herein.

3.4. Delivery of Notices.

Section 3.6.1.4 of the Agreement is hereby amended as follows:

Consultant: OCY Management, LLC
520 W. Dyer Road
Santa Ana, CA 92707
ATTN: Melissa Gomez, Program Manager

3.5. Remaining Provisions of Agreement.

Except as otherwise specifically set forth in this Third Amendment, the remaining provisions of the Agreement shall remain in full force and effect.

Docusign Envelope ID: 1E7875DB-4283-41FB-A5EE-955FDE35112E Item: 10
581

Title: Senior Transportation Taxi Services
6 4. SIGNATURES.

4.1. SIGNATURES.

CITY OF LAKE FOREST OCY Management, LLC
By: [AUTHORIZED CITY SIGNATURE]

Scott Voights
Mayor
By: [VENDOR SIGNATURE 1]

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

By: [CITY CLERK SIGNATURE]

Thy Merritt
Acting City Clerk
By: [VENDOR SIGNATURE 2]

Jackson Fraser
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]
Docusign Envelope ID: 1E7875DB-4283-41FB-A5EE-955FDE35112E Item: 10
582

Title: Senior Transportation Taxi Services
7 5. EXHIBIT "C" - COMPENSATION

5.1. 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 TWO HUNDRED SEVENTY-FIVE THOUSAND FIVE HUNDRED FORTY-THREE DOLLARS AND SIXTY-TWO CENTS ($275,543.62). Compensation shall be paid per the following schedule and terms.

Miles Charge

0.1- 2 miles $18.50 one-way

2.1- 4 miles $21.00 one-way

4.1- 6 miles $26.00 one-way

6.1 - 9 miles $33.00 one-way

9.1 - 12 miles $42.00 one-way

12.1 - 15 miles $51.00 one-way

15.1+ miles $3.50 per mile

Docusign Envelope ID: 1E7875DB-4283-41FB-A5EE-955FDE35112E Item: 10
583

CITY COUNCIL AGENDA REPORT
MEETING DATE: 6/17/2025
DEPARTMENT: Management Services
SUBJECT:

AMENDMENT TO AGREEMENT WITH PET ADOPTION CENTER OF ORANGE COUNTY
RECOMMENDED ACTION(S):

1. Approve the proposed First Amendment to the Agreement with the Pet Adoption Center of Orange County.

2. Authorize the Mayor to sign and the City Clerk to attest the First Amendment to the Agreement with the Pet Adoption Center of Orange County, substantially in the form attached.

EXECUTIVE SUMMARY:

Since 2016, the City has contracted with the Pet Adoption Center of Orange County (“PAC-OC”). The PAC-OC operates out of a commercial property on Muirlands Boulevard and can house up to 20 dogs at any given time. The original intent of the arrangement with the PAC-OC is to alleviate space constraints at the former shelter sites operated by the City’s primary animal care provider, Orange County Animal Care (“OCAC”). The PAC-OC also provides a local option for Lake Forest residents to potentially relinquish their dogs, rather than traveling to the OCAC shelter. In addition, the PAC-OC offers adoption services, pet owner counseling, volunteering opportunities for residents, and assistance with the City’s annual Pet Expo event.

In 2024, the City entered into a Professional Consultant Services Agreement with the PAC-OC that included a one-year term from July 1, 2024, to June 30, 2025, (“Agreement”) (Attachment 1). Anticipating the expiration of this Agreement, staff negotiated with PAC-OC staff to extend the term by one-year to end on June 30, 2026. The proposed First Amendment to the Agreement extends the term to June 30, 2026, and increases compensation by $19,000, resulting in total compensation amount of $38,000 (“First Amendment”) (Attachment 2). Staff recommend the City Council approve the First Amendment to the Agreement with the PAC-OC.

Item: 11
584

BACKGROUND:

On December 6, 2016, the City entered into a professional consultant services agreement (“Pilot Agreement”) with the PAC-OC for the provision of animal care services. The Pilot Agreement included a one-year term beginning July 1, 2017, and a compensation amount of $30,000. The County of Orange provided the City with $15,000 to offset the compensation costs of the Pilot Agreement. The OCAC only provided this payment for the first year of the City’s contractual relationship with the PAC-OC.

On June 18, 2024, the City Council approved the City's most recent contract with the PAC-OC (Attachment 1). The Agreement requires that 50% of the PAC-OC's shelter space and resources be dedicated to animals that originate from Lake Forest or the OCAC service area. The Agreement also includes a clause requiring the PAC-OC to intake at least four dogs. PAC-OC is required to participate in community events and provide monthly performance reporting. The current term of the Agreement is set to expire on June 30, 2025.

DISCUSSION:

The proposed First Amendment would maintain the existing Scope of Work and performance reporting requirements outlined in the Agreement. PAC-OC would continue submitting monthly reports on data related to intake, adoptions, and other animal outcomes, as well as details about the facility's general animal population, the free and low-cost services that are rendered (including microchipping and spay/neutering), event activities, and community engagement initiatives. Before approving invoices received from the PAC-OC, staff review performance reports that are submitted with each invoice package. The PAC- OC's shelter population performance from January 1, 2025, to March 31, 2025, is summarized in Table 1 below. See Attachment 3 for a comprehensive list of performance reporting for July 2024 to April 2025.

Table 1: Q3 2025 Performance Metrics
Performance Measure (January – March 2025) Result
Percentage of Dogs Sheltered during January 2025
(OCAC and Lake Forest)
53%
Percentage of Dogs Sheltered during February 2025
(OCAC and Lake Forest)
50%
Percentage of Dogs Sheltered during March 2025
(OCAC and Lake Forest)
47%
Total Dogs Adopted (OCAC and Lake Forest) 7
Pet Adoption Education Events 9
Free Microchipping to Lake Forest Residents 1
Item: 11
585

Performance Measure (January – March 2025) Result
Free or Low Cost Spay & Neuter, Vaccinations, or End
of Life Care
3 Ending Center Population (for March 2025) 19
Staff continue to monitor PAC-OC efforts to meet contract parameters. The proposed First Amendment to the Agreement would cover the costs for the PAC- OC to provide the same service for an additional year. The First Amendment would continue the $19,000 annual cost to fund the services paid for, via monthly installments.

FISCAL IMPACT:

The proposed Amendment to the Agreement with the PAC-OC includes an extension of one-year term with an additional compensation amount of $19,000, resulting in a new total not-to-exceed amount of $38,000. The 2025-2027 Operating Budget includes sufficient funding to cover the costs of the proposed First Amendment.

ATTACHMENTS:

1. Professional Consultant Services Agreement with Pet Adoption Center

2. Proposed Amendment to Pet Adoption Center Agreement

3. PAC-OC Sample Reporting Data (July 2024 to April 2025) Initiated By: Stacy Kim, Management Services Intern
Submitted By: Sean McGovern, Deputy City Manager
Approved By: Debra Rose, City Manager
Item: 11
586

ATTACHMENT 1

Item: 11
587

PROFESSIONAL CONSULTANT SERVICES AGREEMENT WITH THE
PET ADOPTION CENTER OF ORANGE COUNTY ( 2024- 058)
City of Lake Forest
100 Civic Center Dr.

Lake Forest, CA 92630
DocuSign Envelope ID: 5B56D200- DDB4- 4BD9- B3BD- 3E754452D409 Item: 11
588

City of Lake Forest
Professional Consultant Services Agreement with The Pet Adoption Center of Orange County
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: 5B56D200- DDB4- 4BD9- B3BD- 3E754452D409 Item: 11
589

Title: Professional Consultant Services Agreement with The Pet Adoption Center of Orange County 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 The Pet Adoption Center of Orange County, a California Corporation ( Inc.) , with its principal place of business at P.O. Box 80400, Rancho Santa Margarita, California 92688 Consultant”). City and Consultant are sometimes individually referred to herein as “Party” and collectively as “Parties.”
DocuSign Envelope ID: 5B56D200- DDB4- 4BD9- B3BD- 3E754452D409 26 JUNE
2024
Item: 11
590

Title: Professional Consultant Services Agreement with The Pet Adoption Center of Orange County 4 2. RECITALS.

2. 1. Consultant.

Consultant desires to perform and assume responsibility for the provision of certain professional Animal Adoption Center 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 Animal Adoption Center 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 Animal Adoption Center Consulting Services for the Animal Adoption Center project (" Project") as set forth in this Agreement.

DocuSign Envelope ID: 5B56D200- DDB4- 4BD9- B3BD- 3E754452D409 Item: 11
591

Title: Professional Consultant Services Agreement with The Pet Adoption Center of Orange County 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 Animal Adoption Center 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 July 1, 2024 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 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.

DocuSign Envelope ID: 5B56D200- DDB4- 4BD9- B3BD- 3E754452D409 Item: 11
592

Title: Professional Consultant Services Agreement with The Pet Adoption Center of Orange County 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: April Josephson, President.

3. 2. 5 City' s Representative. The City hereby designates Sean McGovern, Deputy City Manager, 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 April Josephson, 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: 5B56D200- DDB4- 4BD9- B3BD- 3E754452D409 Item: 11
593

Title: Professional Consultant Services Agreement with The Pet Adoption Center of Orange County 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: 5B56D200- DDB4- 4BD9- B3BD- 3E754452D409 Item: 11
594

Title: Professional Consultant Services Agreement with The Pet Adoption Center of Orange County 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.

DocuSign Envelope ID: 5B56D200- DDB4- 4BD9- B3BD- 3E754452D409 Item: 11
595

Title: Professional Consultant Services Agreement with The Pet Adoption Center of Orange County 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 NINETEEN THOUSAND DOLLARS ($ 19, 000. 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: 5B56D200- DDB4- 4BD9- B3BD- 3E754452D409 Item: 11
596

Title: Professional Consultant Services Agreement with The Pet Adoption Center of Orange County 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: The Pet Adoption Center of Orange County P.O. Box 80400
DocuSign Envelope ID: 5B56D200- DDB4- 4BD9- B3BD- 3E754452D409 Item: 11
597

Title: Professional Consultant Services Agreement with The Pet Adoption Center of Orange County 11 Rancho Santa Margarita, California 92688
ATTN: April Josephson, 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: 5B56D200- DDB4- 4BD9- B3BD- 3E754452D409 Item: 11
598

Title: Professional Consultant Services Agreement with The Pet Adoption Center of Orange County 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.

DocuSign Envelope ID: 5B56D200- DDB4- 4BD9- B3BD- 3E754452D409 Item: 11
599

Title: Professional Consultant Services Agreement with The Pet Adoption Center of Orange County 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: 5B56D200- DDB4- 4BD9- B3BD- 3E754452D409 Item: 11
600

Title: Professional Consultant Services Agreement with The Pet Adoption Center of Orange County 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.

DocuSign Envelope ID: 5B56D200- DDB4- 4BD9- B3BD- 3E754452D409 Item: 11
601

Title: Professional Consultant Services Agreement with The Pet Adoption Center of Orange County 15 4. SIGNATURES.

4. 1. SIGNATURES.

CITY OF LAKE FOREST The Pet Adoption Center of Orange County By: [ AUTHORIZED CITY SIGNATURE]
Mark Tettemer
Mayor
By: [ VENDOR SIGNATURE 1]
April Josephson
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]
Laura Lawther
Treasurer
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: 5B56D200- DDB4- 4BD9- B3BD- 3E754452D409 Item: 11
602

Title: Professional Consultant Services Agreement with The Pet Adoption Center of Orange County 16 5. EXHIBIT " A" SCOPE OF SERVICES

5. 1. EXHIBIT " A" SCOPE OF SERVICES
Consultant shall provide the following Animal Adoption Center Consulting Services professional consulting services relative to the City' s Animal Adoption Center project.

ADOPTION CENTER/ SHELTER
A. Adoption Center - Place of Business

1. Adoption facilities must meet all licensing and code requirements for its purpose.

2. Adoption facility shall be kept secure

3. Adoption facility should be:
a. Located in Lake Forest
b. Convenient to access
c. In a high traffic area for maximum exposure
d. With access to turf, walking, and play areas
B. Adoption Program Operation

4. Contractor will establish convenient public hours of access, including weekend hours. Contractor must be open to the public by appointment at least once week night until at least 7pm and at least one weekend day.

5. Contractor will operate consistent with California Civil Code Section 1834. Animals in the adoption program will be treated with care and respect, and provided a clean, comfortable and healthy environment. Programming will be provided minimize stress levels and address social and exercise needs. The health and welfare of the animals is a foremost consideration.

6. Contractor will develop and follow a clear set of protocols regarding adoption services, public education, and licensing of animals through Orange County Animal Care (“ OCAC”), care and welfare of animals, employee conduct and shelter, and adoption operations.

7. Contractor should comply with the “ Guidelines for Standards of Care in Animal Shelters”, published by the Association of Shelter Veterinarians and implement practices consistent with said Guidelines.

8. Employees will have or will be provided training and/ or experience appropriate to their positions, and fulfill any continuing education requirements at Contractor’ s costs.

9. Contractor may include animals from outside OCAC service areas at the Adoption Center as long as no appropriate animal from OCAC service area is denied space.

10. The Contractor must allocate at least 50% of the center’ s available space and resources to animals originating from the OCAC area, using the following measurement: Animals from OCAC Service Area/ Total Animals in Contractor’ s Care. If the ratio is less than 50%, the City may request Contractor to provide further documentation of resources used on animals in the OCAC service area for each quarter. A higher percentage is highly desirable.

11. The Contractor will intake at least four dogs per year from Lake Forest residents.

C. Adoption Center Operations

12. Care
a. Contractor will groom as necessary for the animal’ s health and comfort after acceptance. b. Animals will be assigned housing with consideration for species, sex, fertility, medical condition, behavioral history, and temperament.
c. The Contractor will be responsible for providing routine veterinary care to all animals when necessary.

13. The contractor will provide full financial management and accounting software, as necessary, and provide quarterly reports to the City documenting use of funds.

14. Contractor may keep any donations, grants, or other source of funds given directly to the Contractor for the purposes of operating the Adoption Center.

DocuSign Envelope ID: 5B56D200- DDB4- 4BD9- B3BD- 3E754452D409 Item: 11
603

Title: Professional Consultant Services Agreement with The Pet Adoption Center of Orange County 17 15. Contractor may operate a retail space to sell pet related merchandise for the purposes of generating revenue to operate the Adoption Center.

D. Community Partnerships and Involvement

16. The Contractor may utilize services offered by volunteers, rescue groups, and foster families, when necessary, at the Contractor' s expense.

17. Contractor is responsible for any actions by volunteers, rescue groups, foster families, and other community members, in addition to any injuries resulting from their participation.

18. Partnerships with community groups, veterinary service providers, other animal welfare agencies and rescue groups may be developed and maintained by Contractor.

19. Contractor will work with City Recreation staff to co- sponsor at least one offsite Pet Adoption/ Education Event in Lake Forest annually.

20. The City will not produce an official City- sponsored event in conjunction with or within the physical boundaries of the Pet Adoption/ Education Event.

E. Customer Service

21. The Contractor will exercise appropriate customer service practices, responding to requests for information from the general public.

F. Adoption of Animals

22. The Contractor will promote adoption opportunities through a variety of outreach methods including advertising, internet postings, and offsite events.

23. No animal should be adopted from the Adoption Center without a full disclosure of the animal’ s known health and behavioral history.

EDUCATION AND PROGRAMS
G. Communication

24. Contractor will maintain their own website to include:
d. Content informing residents of adoptable animals and responsible pet ownership. e. Content will be changed periodically to reflect current animals available for adoption and responsible pet ownership practices.

25. All animals should be photographed and placed on website with seven days of becoming fit for adoption.

26. Contractor will produce a minimum of four articles annually to be included in the City’s Leaflet quarterly publication or e- newsletter highlighting Adoption Center activities, adoptable animals, or other pet related education pieces.

27. Contractor will provide literature to the public regarding responsible pet ownership, including licensing, lost and found, and microchipping, animal behavior, and animal health.

28. Contractor will work with local veterinarians to publicize low and no cost vaccinations and spay and neuter services.

29. Contractor will maintain an education/ outreach presence within the City by participating in at least one community event per quarter. Events may be sponsored by the Lake Forest Chamber of Commerce, the City, a local pet- related business or organization, community- based organization, or other local business.

H. Shelter Intervention Services

30. Contractor will provide counseling and training assistance to pet owners to discourage relinquishment.

31. Contractor will assist pet owners in locating cost- effective spay, neuter, and/ or vaccination services. Contractor may pay for all or part of such services for low- income residents on an as- needed basis, at its sole discretion - with the goal of providing financial assistance to at least one such pet owner per quarter.

DocuSign Envelope ID: 5B56D200- DDB4- 4BD9- B3BD- 3E754452D409 Item: 11
604

Title: Professional Consultant Services Agreement with The Pet Adoption Center of Orange County 18 32. Contractor will assist pet owners in locating veterinary services to address issues that are potential barrier to long- term pet ownership.

33. Contractor may provide pet owners in need with supplies such as food, leashes, bowls, etc.

34. Contractor will assist pet owners, in conjunction with local veterinarians, by providing free microchips and placement of said microchips in their pets on an as needed basis, at its sole discretion - with a goal of providing at least 12 free microchips/ services per year.

I. Reporting Requirements

35. Contractor will maintain statistics to allow for effective data management related to all aspects of the animal adoption service.

36. Contractor is responsible for all State reporting requirements as necessary. Copies of state reports will be provided to the City upon request.

37. Quarterly reports regarding the adoption program’ s activities and adoption of animals will be made by Contractor to the City and will be available to the public.

38. Quarterly reports regarding on the program’ s activities will be made by Contractor to the City and will be available to the public. Reports will include the following data:
a. Number of animals adopted during the time period
b. Number of adoption events held
c. Number and type of animals accepted at the Adoption Center d. Update regarding any specialized training received by staff e. Data identifying intake of pets originating from Lake Forest, OCAC service territory, or other areas
f. Number of community events attended
g. Number of Lake Forest residents assisted with low/ no- cost spay/ neuter, vaccinations, and microchips
h. Number of articles ( Leaflet and e- newsletter) produced for Lake Forest i. Number of Facebook or other social media articles produced for Lake Forest DocuSign Envelope ID: 5B56D200- DDB4- 4BD9- B3BD- 3E754452D409 Item: 11
605

Title: Professional Consultant Services Agreement with The Pet Adoption Center of Orange County 19 6. EXHIBIT " B" - SCHEDULE OF SERVICES

6. 1. EXHIBIT " B" - SCHEDULE OF SERVICES
Consultant shall perform the work as described in the above referenced Exhibit “ A” Scope of Services at the direction of the City.

DocuSign Envelope ID: 5B56D200- DDB4- 4BD9- B3BD- 3E754452D409 Item: 11
606

Title: Professional Consultant Services Agreement with The Pet Adoption Center of Orange County 20 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 NINETEEN THOUSAND DOLLARS 19, 000. 00). Compensation shall be paid per the following schedule and terms.

Adoption Center/ Shelter $ 19, 000
Total $ 19, 000
Payments will be made by the City in monthly installments.

DocuSign Envelope ID: 5B56D200- DDB4- 4BD9- B3BD- 3E754452D409 Item: 11
607

Title: Professional Consultant Services Agreement with The Pet Adoption Center of Orange County 21 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.

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.

DocuSign Envelope ID: 5B56D200- DDB4- 4BD9- B3BD- 3E754452D409 Item: 11
608

Title: Professional Consultant Services Agreement with The Pet Adoption Center of Orange County 22 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: 5B56D200- DDB4- 4BD9- B3BD- 3E754452D409 Item: 11
609

Title: Professional Consultant Services Agreement with The Pet Adoption Center of Orange County 23 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: 5B56D200- DDB4- 4BD9- B3BD- 3E754452D409 Item: 11
610

Title: Professional Consultant Services Agreement with The Pet Adoption Center of Orange County 24 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.

DocuSign Envelope ID: 5B56D200- DDB4- 4BD9- B3BD- 3E754452D409 Item: 11
611

ATTACHMENT 2
Item: 11
612

PROFESSIONAL CONSULTANT SERVICES AGREEMENT WITH THE

PET ADOPTION CENTER OF ORANGE COUNTY
(2024-058.1)

City of Lake Forest
100 Civic Center Dr.

Lake Forest, CA 92630

Item: 11
613

City of Lake Forest
First Amendment to Professional Consultant Services Agreement with The Pet Adoption Center of Orange County
I. PARTIES AND DATE. ..............................................................................

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

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

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

V. EXHIBIT "C" - COMPENSATION ..............................................................

Item: 11
614

Title: Professional Consultant Services Agreement with The Pet Adoption Center of Orange County 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 The Pet Adoption Center of Orange County, a California Corporation (Inc.) , with its principal place of business at P.O. Box 80400, Rancho Santa Margarita, California 92688 (“Consultant”). City and Consultant are sometimes individually referred to herein as “Party” and collectively as “Parties.”

Item: 11
615

Title: Professional Consultant Services Agreement with The Pet Adoption Center of Orange County 4 2. RECITALS.

2.1. Agreement
The Parties entered into that certain Agreement for Animal Adoption Center dated June 26, 2024 (“Agreement”).

2.2. First Amendment
The Parties now desire to amend the Agreement in order to extend the term of the Agreement and increase the total compensation under the Agreement.

Item: 11
616

Title: Professional Consultant Services Agreement with The Pet Adoption Center of Orange County 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, 2025 to June 30, 2026, 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. Consultant 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:

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 THIRTY-EIGHT THOUSAND DOLLARS DOLLARS ($38,000.00) without written approval of the City Council or City Manager as applicable. Extra Work may be auth orized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement.

3.3. 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.

3.4. Rates of Compensation
Exhibit C of the Agreement is hereby amended in its entirety in the form of EXHIBIT "C" - COMPENSATION to this First Amendment, attached hereto and incorporated herein.

Item: 11
617

Title: Professional Consultant Services Agreement with The Pet Adoption Center of Orange County 6 4. SIGNATURES.

4.1. SIGNATURES.

CITY OF LAKE FOREST The Pet Adoption Center of Orange County By: [AUTHORIZED CITY SIGNATURE]

Scott Voights
Mayor
By: [VENDOR SIGNATURE 1]

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

By: [CITY CLERK SIGNATURE]

Thy Merritt

Acting City Clerk
By: [VENDOR SIGNATURE 2]

Laura Lawther

Treasurer
APPROVED AS TO FORM:

By: [CITY ATTORNEY SIGNATURE]

Best Best & Krieger LLP
City Attorney

[CONTRACT ADMINISTRATOR APPROVAL]
[PROJECT MANAGER APPROVAL]
[CITY CLERK - INSURANCE APPROVAL]

Item: 11
618

Title: Professional Consultant Services Agreement with The Pet Adoption Center of Orange County 7 5. EXHIBIT "C" - COMPENSATION

5.1. 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 THIRTY-EIGHT THOUSAND DOLLARS ($38,000.00). Compensation shall be paid per the following schedule and terms.

Adoption Center/Shelter - Original Agreement $19,000
Adoption Center/Shelter - First Amendment $19,000
Total Contract Amount: $38,000

Payments will be made by the City in monthly installments.

Item: 11
619

ATTACHMENT 3

Item: 11
620

The Pet Adoption Center of Orange County Lake Forest July 2024-April 2025 Report 2024-2025 July August September October November December January February March April 2024 2024 2024 2024 2024 2024 2025 2025 2025 2025
CARRYOVER OCAC and LAKE FOREST
OCAC Animals 2 2 2 2 2 2 2 2 2 2
OCAC Lake Forest Animals 2 2 2 2 2 2 2 1 1 1
Intervention OCAC and Lake Forest Animals 4 7 13 8 7 6 9 7 7 6 Beginning Center Population OCAC and Lake Forest 8 11 17 12 11 10 13 10 10 9 INTAKE
Transferred from OCAC 0 0 0 0 0 0 0 0 0 1
Transferred from OCAC - Lake Forest 0 0 0 0 0 0 0 0 1 0 OCAC or Lake Forest - Relinquished by Owner 5 8 1 2 1 4 1 1 2 0 Total Intake 5 8 1 2 1 4 1 1 3 1
Total Carryover and Intake OCAC and Lake Forest 13 19 18 14 12 14 14 11 13 10

OUTCOMES
Adoption - OCAC Animals 0 2 5 2 1 1 1 0 1 0
Adoption - OCAC Lake Forest Animals 2 0 1 1 1 0 2 1 2 0 Transferred to Other Program OCAC 0 0 0 0 0 0 0 0 0 0
Transferred to Other Program OCAC - Lake Forest 0 0 0 0 0 0 0 0 0 0 Subtotal Live Outcomes 2 2 6 3 2 1 3 1 3 0
Died in Care 0 0 0 0 0 0 1 0 1 0
Total Outcomes OCAC and Lake Forest 2 2 6 3 2 1 4 1 4 0 Ending Center Population OCAC and Lake Forest 11 17 12 11 10 13 10 10 9 10

CARRYOVER NON-OCAC AND LAKE FOREST
Non-OCAC and Lake Forest Animals from Shelters/Rescues 4 4 5 4 4 6 4 4 4 5 Non-OCAC and Lake Forest Animals Owner Relinquished 2 6 4 4 8 5 5 5 6 5 Beginning Center Population Non-OCAC and Lake Forest 6 10 9 8 12 11 9 9 10 10 INTAKE
Non-OCAC and Lake Forest Animals from Shelters/Rescues 0 1 2 2 0 0 0 0 1 0 Non-OCAC and Lake Forest Animals Owner Relinquished 6 0 0 3 0 0 0 2 1 2 Total Intake Non-OCAC and Lake Forest 6 1 2 5 0 0 0 2 2 2 Total Carryover and Intake Non-OCAC and Lake Forest 12 11 11 13 12 11 9 11 12 12 Adoption - Non-OCAC and Lake Forest Animals 2 2 3 1 1 2 0 1 2 1 Transferred to Other Program Non-OCAC and Lake Forest 0 0 0 0 0 0 0 0 0 1 Died in Care 0 0 0 0 0 0 0 0 0 0
Total Outcomes Non-OCAC and Lake Forest 2 2 3 1 1 2 0 1 2 2 Ending Center Population Non-OCAC and Lake Forest 10 9 8 12 11 9 9 10 10 10 Total Ending Center Population 21 26 20 23 21 22 19 20 19 20 Item: 11
621

COMMUNITY OUTREACH
DATA 2024
Activities
July 2024
Notes Activities
August 2024
Notes Activities
September 2024
Notes Activities
October 2024
Notes Activities
November 2024
Notes Activities
December 2024
Notes Activities
January 2025
Notes Activities
February 2025
Notes Activities
March 2025
Notes Activities
April 2025
Notes
Pet Adoption Education
Events
2 PetSmart FR - National Adoption
Week; Pet Evolution
3 Earthwise Pet; Pet Evolution;
Vatican Studios LF
2 Burnham puppy therapy/
adoption; Petsmart Foothill
Ranch;
2 Rausch PT adoption; Foothill
Animal Hospital adoption
1 UCI Medical Center adoption 3 Park Place Holiday adoption; LF Hilton Garden Inn Holiday
adoption; Irvine Innovation
Holiday Market adoption
1 So County Pet Expo
Planning
4 Furly’s; Hala’s Paws;
Pet Evolution; South
County Pet Expo
planning
4 Hala’s Paws; Just
Food For Dogs;
Petsmart RSM
National Adoptions;
SC Pet Expo planning
3 Hala’s Paws; Park
Place; South County
Pet Expo
Free/low-cost Microchipping
services
0 Planning for low-cost community
clinic; Implementing Pet Care
discount program
0 Planning for low-cost community
clinic; Implementing Pet Care
discount program
0 Planning for low-cost community
clinic; Implementing Pet Care
discount program
0 Planning for low-cost community
clinic; Implementing Pet Care
discount program
0 Planning for low-cost
community clinic; Implementing
Pet Care discount program
0 0 1 Spencer 0 ? HEART and AVID ID at
the South County Pet
Expo
Leaﬂet/e-newsletter/social
media
1 Social media 1 Social media 2 Newsletter; social media 1 social media 1 social media 2 social media, newsletter 1 social media 2 social media, newsletter
2 social media,
newsletter
3 social media,
newsletter, LA Times
OC interview-Pet Expo
Free/low-cost vaccinations/
spay/neuter/end of life
service
0 Planning for low-cost community
clinic; Implementing Pet Care
discount program
0 Low-cost community clinic
planning; Completing
implementation of Pet Care
discount program
2 Low-cost Neuter clinic Furever
Family; Burt, Sammie
0 Promoting Forever Family OC
low-cost spay/neuter clinic
2 Low-cost Spay clinic Furever
Family; Sara, Sienna
1 Low-cost neuter clinic Forever
Family; Leo
0 1 Spencer 2 Tobey, Daisy 17 Gouda, Lucia, 15 dogs-
South County Pet Expo
Community Events 1 RSM Cares Pet Pantry services 2 RSM Cares Pet Pantry; UBS Financial volunteer day at
PACOC
1 The Lukes Network Tour -
Wines4Canines planning
1 RSM Family Fest 3 Wines4Canines; Pet Photos
with Santa; Lake Forest
Chamber Elf Yourself 5K
1 Mercury Insurance Hub Holiday
Party/Donation Drive
1 Lake Forest Animal
Clinic Ribbon Cutting
1 Furly’s anniversary 1 Bark Madness 2 Spyglass LF Wellness Expo; OneOC Spirit of
Volunteerism
Adoptions to Lake Forest
Residents
0 1 Moose 1 Burt 0 0 0 0 0 1 Elf 0
Item: 11
622

CITY COUNCIL AGENDA REPORT
MEETING DATE: 6/17/2025
DEPARTMENT: Management Services
SUBJECT:

TRAUMA INTERVENTION SERVICES AGREEMENT
RECOMMENDED ACTION(S):

1. Award a three-year Professional Consultant Services Agreement with a compensation amount not-to-exceed $32,658 to Trauma Intervention Program, Inc., for support services to victims of traumatic events.

2. Authorize the Mayor to sign, and the Interim City Clerk to attest, the Agreement with Trauma Intervention Program, Inc., substantially in the form attached.

EXECUTIVE SUMMARY:

The Trauma Intervention Program ("TIP") of Orange County is a chapter of the Trauma Intervention Program, Inc., a national non-profit organization. Founded in 1985, TIP of Orange County provides services to victims of traumatic events.

Services are requested by the Orange County Sheriff's Department ("OCSD") or the Orange County Fire Authority ("OCFA") after an incident. The TIP of Orange County volunteer(s) will arrive at the scene typically within 30 minutes to provide emotional support to survivors of a tragedy such as a house fire or the unexpected death of a family member. After being briefed of the situation, the TIP volunteer will coordinate any services or resources needed to meet the needs of the victim or victim's family to help ease their immediate suffering or facilitate their healing and long-term recovery.

Lake Forest Municipal Code Section 3.12.160 authorizes contracts for professional services without utilizing a request for proposals procedure if the City Council determines that use of the request for proposals procedure is not in the best interest of the City. In this circumstance, TIP of Orange County is the sole provider of trauma intervention services utilized by the OCSD and OCFA.

Further, due to the specialized nature of the services, staff could not identify an alternate service provider. Therefore, staff recommends the City Council approve the proposed three-year Professional Consultant Services Agreement with TIP of Orange County with a compensation amount of $32,658 (Attachment 1). The 2025-2027 Operating Budget includes sufficient funds to cover the costs of the recommended action.

Item: 12
623

BACKGROUND:

City of Lake Forest residents have benefited from the services of TIP of Orange County for almost 30 years since the chapter’s inception in 1985. TIP of Orange County volunteers are available 24 hours a day, 365 days a year to assist anyone impacted or distraught by a traumatic event including:
•Family and friends following a natural or unexpected death •Victims or witnesses of crime, including rape, assault, robbery, burglary, or kidnapping
•Victims of fire or flood
•Families of missing persons
•Disoriented or lonely older persons
•Survivors, witnesses, bystanders or family of those involved in accidents •Survivors of suicide
•Employees after workplace incidents
•Survivors of mass casualty or disaster
The Orange County Fire Authority (“OCFA”), Orange County Sheriff's Department (“OCSD”), or California Highway Patrol (“CHP”) contact TIP of Orange County to provide support to family and friends at an event location, allowing public safety personnel to focus on managing the situation. This is a conduit to provide services and assistance in times where people may be distraught and require the emotional support and professional assistance TIP of Orange County provides.

TIP of Orange County volunteers are trained professionals in mental health, law enforcement, and behavioral health, and/or are counselors who have experienced or have helped those that have experienced emotional crisis situations. TIP of Orange County volunteers can provide on-scene emotional support to clients as well as arrange for shelter, food, clothing, and transportation. They can be the liaison between law enforcement and emergency personnel. TIP of Orange County volunteers will provide information and referrals to appropriate service providers and agencies for on-going support and advocate for vulnerable victims as needed, even extending past the initial contact. To date, the City has not received any complaints regarding the volunteers or service from TIP.

Item: 12
624

DISCUSSION:

TIP of Orange County has 110 active volunteers that are available 24 hours a day, 7 days a week and 365 days a year. They respond within 20 minutes of receiving a call for service. TIP volunteers are required to be prepared and ready to respond within three minutes of receiving a request by emergency responders.

The services provided to Lake Forest residents in 2024 is listed in Table 1 below.

Table 1: Services to Lake Forest Residents in 2024
Jan-Mar April - June July - Sept Oct - Dec
Residents Served 56 60 42 82
Emergency Responders
Assisted 34 34 18 34
Follow up (phone calls,
referrals, information,
etc.)
44 37 29 45
Volunteer Hours on
scene 76+ 74 54 54
Average Response Time 20 min 22 min 20 min 23 min
Ready Alert Hours 11,880 11,880 11,880 11,880
Volunteers Continuing
Education Hours 960 990 990 990
TIP volunteers responded to a variety of calls during 2024, including suicide, motor vehicle accident, natural deaths, senior deaths, death notification, natural unexpected deaths, overdose, baby deaths, and bank robbery.

TIP of Orange County is the only known organization that works closely with OCSD, OCFA, and all Orange County law enforcement and fire agencies. Lake Forest Police Services staff is highly complementary of TIP of Orange County services. Deputies can focus on the scene investigation while TIP volunteers are able to take care of the family members, especially when death is involved. TIP volunteers guide the family through the next steps of what is to come.

Lake Forest Municipal Code Section 3.12.160 permits contracts for professional services without utilizing a request for proposals procedure if the City Council determines that use of the request for proposals procedure is not in the best interest of the City. In this case, TIP of Orange County is the sole provider of trauma intervention services utilized by the Orange County Sheriff’s Department.

Further, due to the specialized nature of the services, staff could not identify an alternate service provider.

Staff recommend the City Council find it to be in the best interest of the City and its residents to forego the request for proposal procedure and approve a three- Item: 12
625

year Professional Consultant Services Agreement with TIP of Orange County with a not-to-exceed amount of $32,658.

FISCAL IMPACT:

The proposed Professional Consultant Services Agreement with TIP of Orange County includes a total compensation amount of $32,658 for a term of three years. Sufficient funding is included in the proposed 2025-2027 Operating Budget to cover the recommended action.

ATTACHMENT:

Professional Consultant Services Agreement with TIP of Orange County Initiated By: Sharlyn De la Paz, Administrative Services Manager Submitted By: Sean McGovern, Deputy City Manager
Approved By: Debra Rose, City Manager
Item: 12
626

ATTACHMENT
Item: 12
627

TRAUMA INTERVENTION PROGRAM
(2025-023)

City of Lake Forest
100 Civic Center Dr.

Lake Forest, CA 92630

Docusign Envelope ID: D0EEE819-7B8A-4179-8B89-1D3FC7D38EF7 Item: 12
628

City of Lake Forest
Professional Consultant Services Agreement
Trauma Intervention Program
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: D0EEE819-7B8A-4179-8B89-1D3FC7D38EF7 Item: 12
629

Title: Trauma Intervention Program
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 Trauma Intervention Programs, Inc., a California Corporation (Inc.) , with its principal place of business at 13217 Jamboree Road # 190, Tustin, CA 92782 (“Consultant”). City and Consultant are sometimes individually referred to herein as “Party” and collectively as “Parties.” Docusign Envelope ID: D0EEE819-7B8A-4179-8B89-1D3FC7D38EF7 Item: 12
630

Title: Trauma Intervention Program
4 2. RECITALS.

2.1. Consultant.

Consultant desires to perform and assume responsibility for the provision of certain professional trauma intervention 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 trauma intervention 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 trauma intervention consulting services for the Trauma Intervention Program project ("Project") as set forth in this Agreement.

Docusign Envelope ID: D0EEE819-7B8A-4179-8B89-1D3FC7D38EF7 Item: 12
631

Title: Trauma Intervention Program
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 trauma intervention 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 July 1, 2025 to June 30, 2028, unless earlier terminated as provided herein. 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.

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 Docusign Envelope ID: D0EEE819-7B8A-4179-8B89-1D3FC7D38EF7 Item: 12
632

Title: Trauma Intervention Program
6 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: N/A.

3.2.5 City's Representative. The City hereby designates Debra Rose, City Manager, 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 Mandy Atkission, 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 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 Docusign Envelope ID: D0EEE819-7B8A-4179-8B89-1D3FC7D38EF7 Item: 12
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7 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 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.

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8 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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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 THIRTY TWO THOUSAND SIX HUNDRED FIFTY-EIGHT DOLLARS AND NO CENTS ($32,658.00) 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 an annual invoice in advance of the period of services and a monthly report which indicates Services completed by Consultant. The report shall describe the amount of Services provided since the initial commencement date, or since the start of the subsequent reporting periods, as appropriate, through the date of the report. City shall, within 30 days of receiving such annual 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: D0EEE819-7B8A-4179-8B89-1D3FC7D38EF7 Item: 12
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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: Trauma Intervention Programs, Inc. 13217 Jamboree Road # 190
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11 Tustin, CA 92782
ATTN: Mandy Atkission, President and CEO
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: D0EEE819-7B8A-4179-8B89-1D3FC7D38EF7 Item: 12
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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: D0EEE819-7B8A-4179-8B89-1D3FC7D38EF7 Item: 12
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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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15 4. SIGNATURES.

4.1. SIGNATURES.

CITY OF LAKE FOREST Trauma Intervention Programs, Inc.

By: [AUTHORIZED CITY SIGNATURE]

Scott Voigts
Mayor
By: [VENDOR SIGNATURE 1]

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

By: [CITY CLERK SIGNATURE]

Thy Merritt
Acting City Clerk
By: [VENDOR SIGNATURE 2]

Anne Eberwien
Assistant Treasurer (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
Trauma Intervention Programs, Inc, hereinafter referred to as "TIP", shall provide a range of emotional and practical support services to the City of Lake Forest victims of traumatic events and their family members (hereinafter referred to as "clients") including, but not limited to providing on-scene emotional comfort and support to clients; help arrange for shelter, clothing, food, and transportation for clients; assist police officers with death notifications; serve as liaison between the victims and the emergency personnel; provide information and referrals to appropriate entities or agencies for ongoing support of clients; and serve as temporary protectors for vulnerable victims.

TIP volunteers are to be available 24 hours a day, 365 days a year and assist anyone impacted or distraught by a traumatic event, including but not limited to:
 Family members and friends following a natural or unexpected death of a loved one  Victims or witnesses of crime, including rape, assault, robbery, burglary or kidnapping  Victims of fire and floods
 Families of missing persons
 Disoriented or lonely older persons
 Survivors, witnesses, bystanders or family of those involved in vehicle accidents  Survivors of suicide
 Employees after workplace incidents
 Survivors of mass casualty or disaster
TIP shall make available to the City sufficient information to enable the City to contract the appropriate TIP volunteers, including 24-hour on-call phone number, address, and names of volunteers, supervisors (when appropriate), as well as alternate or backup telephone numbers.

TIP or TIP's employees and/or volunteers shall provide all vehicles and equipment necessary for the performance of services in this Agreement and shall be responsible for maintenance for said equipment and vehicles.

TIP shall provide all personnel, volunteers, supplies, and equipment necessary for the efficient and effective operation of the services and programs provided for herein.

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17 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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18 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 $32,658.00. Compensation shall be paid per the following schedule and terms.

Fiscal Year Amount
Year 1 Fy 2025-26 $10,578
Year 2 FY 2026-27 $10,886
Year 3 FY 2027-28 $11,194
Total: $32,658.00

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19 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: A non-owned auto endorsement to the Commercial General Liability policy if Consultant uses vehicles of others (e.g., vehicles of employees) (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:
(A) Commercial General Liability
Docusign Envelope ID: D0EEE819-7B8A-4179-8B89-1D3FC7D38EF7 Item: 12
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20 (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 loss. Consultant hereby waives its own right of recovery against the City, its officials, officers, Docusign Envelope ID: D0EEE819-7B8A-4179-8B89-1D3FC7D38EF7 Item: 12
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21 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 officials, officers, employees, agents, and volunteers as additional insureds to the subconsultant's Docusign Envelope ID: D0EEE819-7B8A-4179-8B89-1D3FC7D38EF7 Item: 12
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22 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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CITY COUNCIL AGENDA REPORT
MEETING DATE: 6/17/2025
DEPARTMENT: Information Technology
SUBJECT:

SECOND AMENDEMENT TO THE AGREEMENT WITH CONVERGINT

TECHNOLOIGIES, LLC FOR CCTV MAINTENANCE SERVICES
RECOMMENDED ACTION(S):

1. Approve the Second Amendment to the Agreement with Convergint Technologies, LLC, for CCTV Maintenance for Fiscal Year 2025-26.

2. Authorize the Mayor to sign, and the City Clerk to attest, the award of contract to Convergint Technologies, LLC, substantially in the form attached.

EXECUTIVE SUMMARY:

Per the Civic Center Operational Practices, the City maintains security infrastructure, specifically the Closed-Circuit Television(“CCTV”) systems, through active contractual agreements. The City utilizes the services of Convergint Technologies, LLC (“Convergint”) for CCTV maintenance across five locations: the Civic Center, Lake Forest Sports Park, Etnies Skate Park, El Toro, and Heroes Park. The City currently contracts with Convergint to provide CCTV Maintenance services(“Agreement”).

The original Agreement entered into June 30, 2021, included an initial three-year term and cost of $45,268 per year for a total not to exceed amount of $135,804 and an expiration date of June 30, 2024 (Attachment 1). The City Council approved the First Amendment to the Agreement (“First Amendment”) on June 10, 2024, which extended the term to June 30th, 2025, and added compensation for an additional year of services at the same amount of $45,268 (Attachment 2).

The proposed Second Amendment to the Agreement (“Second Amendment”) would extend the term to June 30, 2026, maintain the annual maintenance cost of $45,268, and update hourly rates and fees for contingency/ extra work (Attachment 3). Staff recommend the City Council approve the proposed Second Amendment. The proposed amendment was prepared by the IT Division and approved as to form by the City Attorney.

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BACKGROUND:

Pursuant to the City’s operational practices and compliance with California state law, which mandates the retention of video footage for two years , the City has prioritized efforts to ensure the effectiveness and reliability of CCTV infrastructure. The City operates CCTV systems at five locations; the Civic Center, Lake Forest Sports Park, Etnies Skate Park, El Toro, and Heroes Park.

Previously, the City's CCTV systems were managed by three separate vendors.

On April 3, 2018, the City Council approved a three-year contract with Convergint for CCTV maintenance at Lake Forest Sports Park and Etnies Skate Park. In January 2020, Schneider Electric installed a new CCTV system at the Civic Center and provided CCTV maintenance support under warranty. Subsequently, in November 2021, Inter-Pacific Systems implemented new CCTV systems at El Toro and Heroes Park, along with their warranty maintenance commitment.

To ensure the efficiency of CCTV system management, staff proposed to consolidate camera maintenance services into a single contract with one vendor.

On June 30, 2021, the City Manager approved a Professional Services Agreement with Convergint for CCTV maintenance in the amount of $135,804 (Attachment 1). The term of the original Agreement included three years of services through June 30, 2024, with two optional one-year extensions.

On June 10, 2024, the City Council approved the First Amendment to extend the term for one year and increase the total compensation under the agreement to $181,072 (Attachment 2).

DISCUSSION:

The proposed Second Amendment would extend the term to June 30, 2026, maintaining the total annual cost of services at $45,268, which includes a Base Maintenance Cost of $39,868. The proposed Second Amendment would also update the annual rates for any contingency or extra work under the agreement.

The proposed rates are increasing by 2.9% while the Consumer Price Index (“CPI”) is 3.4% for 2025The City’s Purchasing and Contracting Guidelines allow for two optional one-year extensions to standard professional consulting services agreements.

Tables 1 and 2 below outline the progression of Basic Maintenance and Contingency items costs over a five-year period, maintaining a not-to-exceed amount of forty-five thousand two hundred sixty-eight dollars ($45,268) per year.

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Table 1: Annual CCTY Maintenance Costs
Year Base Maintenance Cost
Year 1 $33,988.00
Year 2 $35,008.00
Year 3 $36,058.00
Year 4 $36,658.00
Year 5 $39,868.00
Table 2: Contingency Items/Extra Work Rates by Year
Contingency Items /Extra Work Unit Rate/Cost
Year1~3
Rate/Cost
Year 4
Rate/Cost
Year 5
Video Research Cost (Over 10
Requests)
Per Hour $165 $172 $177
Boom Lift Rental (Over 2 rentals) Per Day $1000 $1040 $1,528 Boom Lift Rental (Over 2 rentals) Per Week $2500 $2600 $3,288 Service Request (Over 6
requests)
Per Hour $165 $172 $177
Pursuant to the City’s Purchasing and Contracting Guidelines, staff completes a vendor performance assessment during a proposed contract amendment (Table 3). The vendor performance is used as a guide to determine whether a contract should be amended, renewed, or terminated based on performance in the following categories: performance of scope of services; timeliness; budget performance; and customer service.

Table 3: Convergint Performance Assessment
Convergint Technologies, LLC Consulting Performance Assessment June 30, 2021 to April 18, 2025
Category Rating
Performance of Scope of
Services □ Unsatisfied □ Satisfied X Very Satisfied □ N/A Timeliness □ Unsatisfied X Satisfied □ Very Satisfied □ N/A Budget Performance □ Unsatisfied □ Satisfied X Very Satisfied □ N/A Customer Service □ Unsatisfied □ Satisfied X Very Satisfied □ N/A The chart above provides an overall summary of the consultant’s performance during the respective evaluation period. The evaluation period for Convergint is from the start of the contract term on July 1, 2021, through April 18, 2025. Staff Item: 13
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recommends the City Council approve the Second Amendment to the Agreement with Convergint for the CCTV maintenance services for Fiscal Year 2025-26.

The proposed Second Amendment would increase the total compensation under the agreement to $226,340, update hourly rates and fees for contingency/extra work, and extend the term through June 30, 2026. Consistent with the City’s Purchasing and Contracting Guidelines, the IT Division prepared the attached agreement and the City Attorney reviewed and approved it as to form.

FISCAL IMPACT:

The proposed Second Amendment would add $45,268 in compensation for a total not-to-exceed amount of $226,340. Sufficient funding is available in Fiscal Year 2025-26 of the 2025-2027 Operating Budget for the CCTV Maintenance scope of services under the Agreement.

ATTACHMENTS:

1. Agreement with Convergint Technologies, LLC

2. First Amendment to Agreement with Convergint Technologies, LLC

3. Second Amendment to Agreement with Convergint Technologies, LLC Initiated By: Amir Moussavinejad, Information Technology Analyst Submitted By: Joanne Jin, Information Technology Manager Approved By: Debra Rose, City Manager
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ATTACHMENT 1
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ATTACHMENT 2
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CCTV SECURITY CAMERA MAINTENANCE

City of Lake Forest
100 Civic Center Dr.

Lake Forest, CA 92630

DocuSign Envelope ID: 231CE882-368C-4AAB-9FA5-F552F4288CAB Item: 13
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City of Lake Forest
First Amendment to Agreement for Maintenance Services
CCTV Security Camera Maintenance
I. PARTIES AND DATE. ................................ ................................ ..............

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

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

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

V. EXHIBIT "C" - COMPENSATION ................................ ..............................

DocuSign Envelope ID: 231CE882-368C-4AAB-9FA5-F552F4288CAB Item: 13
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Title: CCTV Security Camera Maintenance
3 1. PARTIES AND DATE.

This First Amendment to the Agreement for Maintenance Services (“First Amendment”) is entered into on the [***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 Convergint Technologies, LLC, a California Limited Liability Company (LLC) , with its principal place of business at 1983 S.

Santa Cruz Street, Anaheim, California 92805 (“Contractor”). City and Contractor are sometimes individually referred to herein as “Party” and collectively as “Parties.” DocuSign Envelope ID: 231CE882-368C-4AAB-9FA5-F552F4288CAB June 202410
Item: 13
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Title: CCTV Security Camera Maintenance
4 2. RECITALS.

2.1. Agreement
The Parties entered into that certain Agreement for CCTV Security Camera Maintenance Services dated June 30, 2021 (“Agreement”).

2.2. First Amendment
The Parties now desire to amend the Agreement in order to extend the term of the Agreement, increase total amount of compensation under the Agreement, and update the rates of compensation under the Agreement.

DocuSign Envelope ID: 231CE882-368C-4AAB-9FA5-F552F4288CAB Item: 13
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Title: CCTV Security Camera Maintenance
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. Rates of Compensation
Exhibit “C” of the Agreement is hereby amended in its entirety in the form of EXHIBIT "C" - COMPENSATION to this First Amendment, attached hereto and incorporated herein.

3.3. 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: 231CE882-368C-4AAB-9FA5-F552F4288CAB Item: 13
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Title: CCTV Security Camera Maintenance
6 4. SIGNATURES.

4.1. SIGNATURES.

CITY OF LAKE FOREST Convergint Technologies, LLC
By: [AUTHORIZED CITY SIGNATURE]

Mark Tettemer
Mayor
By: [VENDOR SIGNATURE 1]

Larry Hillman
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]

Bob Berkery
General Partner (Limited Partnership)
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: 231CE882-368C-4AAB-9FA5-F552F4288CAB Item: 13
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Title: CCTV Security Camera Maintenance
7 5. EXHIBIT "C" - COMPENSATION

5.1. EXHIBIT "C" - COMPENSATION
Compensation
Contractor shall be paid for services rendered in accordance with Section 3.3 of the Agreement and as described above under Exhibit “A” Scope of Services the not to exceed fee of ONE HUNDRED EIGHTY-ONE THOUSAND SEVENTY-TWO DOLLARS ($181,072) based on the following schedule:

Year Base Maintenance
Cost
Contingency Items / Extra Work Total
Year 1 $33,988.00 $11,280.00 $45,268.00
Year 2 $35,008.00 $10,260.00 $45,268.00
Year 3 $36,058.00 $9,210.00 $45,268.00
Original Total Compensation: $135,804.00
Year 4 (1st Amendment) $36,658.00 $8,610.00 $45,268.00 First Amendment Total Compensation: $181,072.00

Contingency Items / Extra Work Unit Rate/Cost
(Year 1-3)
Rate/Cost
(1st Amendment)
Video Research Cost (Over 10 requests) Per Hour $165.00 $172.00 Boom Lift Rental (Over 2 rentals) Per Day $1,000.00 $1,040.00 Boom Lift Rental (Over 2 rentals) Per Week $2,500.00 $2,600.00 Service Request (Over 6 requests) Per Hour $165.00 $172.00

DocuSign Envelope ID: 231CE882-368C-4AAB-9FA5-F552F4288CAB Item: 13
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ATTACHMENT 3
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CCTV SECURITY CAMERA MAINTENANCE

City of Lake Forest
100 Civic Center Dr.

Lake Forest, CA 92630

Docusign Envelope ID: BB53A142-2D54-457B-840F-C9B7A9D96B96 Item: 13
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City of Lake Forest
undefined
CCTV Security Camera Maintenance
I. PARTIES AND DATE. ................................ ................................ ..............

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

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

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

V. EXHIBIT "C" - COMPENSATION ................................ ..............................

Attachments:

A - Convergint-Proposal-Security-Camera-Maintenance-25-04-18

Docusign Envelope ID: BB53A142-2D54-457B-840F-C9B7A9D96B96 Item: 13
684

Title: CCTV Security Camera Maintenance
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 Convergint Technologies,a California Limited Liability Company (LLC), with its principal place of business at 1983 S. Santa Cruz Street, Anaheim, California 82805 (“Contractor”). City and Contractor are sometimes individually referred to herein as “Party” and collectively as “Parties.” Docusign Envelope ID: BB53A142-2D54-457B-840F-C9B7A9D96B96 Item: 13
685

Title: CCTV Security Camera Maintenance
4 2. RECITALS.

2.1. Agreement
The Parties entered into that certain Agreement for CCTV Security Camera Maintenance Services dated June 30, 2021 (“Agreement”).

2.2. First Amendment
The Parties entered into that certain First Amendment to the Agreement dated June 30, 2024 ("First Amendment").

2.3. Second Amendment
The Parties now desire to amend the Agreement in order to extend the term of the Agreement, increase total amount of compensation under the Agreement , and update the rates of compensation under the Agreement.

Docusign Envelope ID: BB53A142-2D54-457B-840F-C9B7A9D96B96 Item: 13
686

Title: CCTV Security Camera Maintenance
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, 2026, unless earlier terminated as provided herein. 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 TW O HUNDRED TWENTY SIX THOUSAND THREE HUNDRED AND FOURTY ($226,340.00) DOLLARS 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. Remaining Provisions of Agreement.

Except as otherwise specifically set forth in this Second Amendment, the remaining provisions of the Agreement shall remain in full force and effect.

Docusign Envelope ID: BB53A142-2D54-457B-840F-C9B7A9D96B96 Item: 13
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Title: CCTV Security Camera Maintenance
6 4. SIGNATURES.

4.1. SIGNATURES.

CITY OF LAKE FOREST Convergint Technologies
By: [AUTHORIZED CITY SIGNATURE]
Scott Voigts
Mayor
By: [VENDOR SIGNATURE 1]
Larry Hillman
Vice President
[If Corporation, TWO SIGNATURES,
President OR Vice President AND Secretary
OR Treasurer REQUIRED]
ATTEST:

By: [CITY CLERK SIGNATURE]

Thy Merritt
Acting City Clerk
By: [VENDOR SIGNATURE 2]

Bob Berkery
General Partner (Limited Partnership)
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: BB53A142-2D54-457B-840F-C9B7A9D96B96 Item: 13
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Title: CCTV Security Camera Maintenance
7 5. EXHIBIT "C" - COMPENSATION

5.1. EXHIBIT "C" - COMPENSATION
compensation:

Contractor shall be paid for services rendered in accordance with Section 3.3 of the Agreement and as described above under Exhibit “A” Scope of Services not to exceed fee of TWO HUNDRED TWENTY SIX THOUSAND THREE HUNDRED AND FOURTY ($226,340) per year based on the following schedule:
l
$45,268.00
$45,268.00
$45,268.00
135,804.00
$45,268.00
$45,268.00
181,072.00
226,340.00
Docusign Envelope ID: BB53A142-2D54-457B-840F-C9B7A9D96B96 Item: 13
689

Exhibits List
A - Convergint-Proposal-Security-Camera-Maintenance-25-04-18

Docusign Envelope ID: BB53A142-2D54-457B-840F-C9B7A9D96B96 Item: 13
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Exhibit A
Convergint-Proposal-Security-Camera-
Maintenance-25-04-18

Docusign Envelope ID: BB53A142-2D54-457B-840F-C9B7A9D96B96 Item: 13
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1983 S. Santa Cruz St., Anaheim, California 92805
Phone Mobile (949) 940-6428
[email protected]
April 18, 2025
City of Lake Forest Quotation: FE00803332P
City of Lake Forest License/Cert C-10 License #986407
25550 Commerce Center Dr, Suite 100
Lake Forest, California 92630
Attention: Amir Moussavinejad
Reference: Security Camera System Maintenance

On behalf of Convergint’s global network of colleagues, I would like to personally thank you for providing Convergint with the opportunity to present this proposal addressing your electronic security needs. We are confident that this proven solution is both comprehensive and customized to meet your needs today, and in the future.

Convergint’s reputation for service excellence is backed by a foundational commitment to our core value of service, and we have been recognized as the #1 Systems Integrator by SDM Magazine for the last 6 years. This recognition reflects the strong relationships Convergint has developed with the industry’s top technology manufacturers, and our history of success with providing exceptional service to our customers.

Our guiding principle has always been to be our customers’ best service provider. Our dedicated and certified team of professionals strives to uphold our customer-focused, service-based mission to make a daily difference for our customers. After achieving a successful on-time and on- budget project installation, Convergint will provide you with the industry’s best ongoing service, including our 24/7 customer portal iCare, designed to track service work orders, project progress, and provide you with detailed metric reporting for continuous improvement.

The following security proposal is specifically designed to meet your needs. As your single point of contact, please feel free to contact me with any additional questions you may have. Thank you again for trusting Convergint as your partner.

Docusign Envelope ID: BB53A142-2D54-457B-840F-C9B7A9D96B96 Item: 13
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Scope of Work
Convergint Technologies Scope of Work for the Maintenance Contract is as follows:
 Provide on-going security camera system maintenance at all 5 sites.  Perform quarterly system check and maintenance of video recording system at each location either on-site or remotely.
 Inspect and clean cameras bi-annually
 Perform firmware and software updates annually.
 Ensure system alert functionality is properly working and update as needed.  Back-up camera database/system on a quarterly basis.
 Create and provide system maintenance and inventory reports on a quarterly basis including:
o System Status reports
 Assessment of systems health
 Problem identification
 Storage Utilization
 Change Management
 Service Request Summary including SLA metrics
o Hardware Inventory Report
o License Inventory Report
 Maintain accurate database of user credentials.
 Provide a Preventative Maintenance plan inclusive of all labor, materials, tools, equipment, transportation and boom lift as needed to include up to 6 service requests or up to 24 hours inclusive.
 Provide service as needed and maintain log of service.  Provide City with Next Business Day response times
 Provide phone support between 0800 and 1800 hours, 7 days a week except City holidays.  Provide up to 8 hours of system training per year on software and system operation.  Assist City with research of video recordings for individual incidents when requested (up to 10 requests per year)
 Ensure a culture of safety and will conduct all business by complying best safety practices.  Be trained, certified and experienced with Milestone video management, Milestone interconnect, and AXIS cameras.

Docusign Envelope ID: BB53A142-2D54-457B-840F-C9B7A9D96B96 Item: 13
693

Site Details:

Site Number of
Cameras VMS Server
Civic Center 60 Milestone Corporate
El Toro Park 4 Milestone Interconnect
Heroes Park 7 Milestone Interconnect
Sports Park 36 Milestone Interconnect
Skate Park 13 Milestone Interconnect
Contingency Items/Extra Work Unit Rate/Cost
Video Research Cost (Over 10 requests) Per Hour $177
Boom Lift Rental (Over 2 rentals) Per Day $1,528
Boom Lift Rental (Over 2 rentals) Per Week $3,288
Service Request (Over 6 requests) Per Hour $177
Note: Labor rates have been adjusted to not exceed CPI rates. Convergint has no control of pricing for Boom Lift Rentals which are quoted above at market rate.

Docusign Envelope ID: BB53A142-2D54-457B-840F-C9B7A9D96B96 Item: 13
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Clarifications and Exclusion

1. All work proposed herein, shall be performed during normal business hours Monday through Friday 7:00 am - 4:00 pm.

2. Pricing is valid for 60 days from the date of the proposal. If accepted, please sign and date below and return to Convergint Technologies with the appropriate purchase order information.

3. Anything in the Contract Documents notwithstanding, in no event shall either Contractor or Subcontractor be liable for special, indirect, incidental or consequential damages, including commercial loss, loss of use, or lost profits, even if either party has been advised of the possibility of such damages.

4. Convergint reserves the right to negotiate mutually acceptable contract terms and conditions with customer by making mutually agreeable changes to the formal contract included in the Bid Documents.

Docusign Envelope ID: BB53A142-2D54-457B-840F-C9B7A9D96B96 Item: 13
695

Total Project Investment: $39,868.00
Thank you for considering for your Security needs. If you have any questions or would like additional information, please don't hesitate to contact me immediately. If you would like to proceed with the scope of work as outlined in this proposal, please sign below and return to my attention.

Sincerely,
Fabian Escalante
Convergint Technologies
By signing below, I accept this proposal and agree to the Terms and Conditions contained herein Amir Moussavinejad April 18, 2025
Customer Name (Printed) Date
Authorized Signature Title
Docusign Envelope ID: BB53A142-2D54-457B-840F-C9B7A9D96B96 Item: 13
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Convergint Technologies’ Install Terms & Conditions Version 1.12 June 2020 Convergint Technologies Install Terms and Conditions
Throughout this Installation Proposal, the term, “Convergint” refers to the Convergint Technologies affiliate operating in the state/province in which the work is being performed.

SECTION 1. THE WORK
This Installation Proposal takes precedence over and supersedes any and all prior proposals, correspondence, and oral agreements or representations relating to the work set forth in the attached scope of work (“Work”). This Installation Proposal commences on the Start Date as specified in the attached scope of work and represents the entire agreement between Convergint and Customer (the “Agreement”). In the event any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement shall remain in full force.

Convergint agrees in accordance with the mutually agreed project schedule:
a. To submit shop drawings, product data, samples and similar submittals if required in performing the Work;
b. To pay for all labor, materials, equipment, tools, supervision, programming, testing, startup and documentation required to perform the Work in accordance with the Agreement; c. Secure and pay for permits and governmental fees, licenses and inspections necessary for proper execution and completion of the Work, unless local regulations provide otherwise; and d. Hire subcontractors and order material to perform part of the Work, if necessary, while remaining responsible for the completion of theWork.

Customer agrees in accordance with the mutually agreed project schedule, and at no cost to Convergint:
a. To promptly approve submittals provided by Convergint; b. To provide access to all areas of the facility which are necessary to complete the Work; c. To supply suitable electrical service as required by Convergint;and d. That in the event of any emergency or systems failure, reasonable safety precautions will be taken by Customer to protect life and property during the period of time from when Convergint is first notified of the emergency or failure and until such time that Convergint notifies the Customer that the systems are operational or that the emergency has cleared.

No monitoring services are included in the Work. Any such services shall be governed by a separate agreement.

Title to the Work, including any materials comprising the Work, shall pass to Customer as the Work is completed and the materials are incorporated into the Work at Customer's site. If materials are earlier stored on Customer's site pursuant to agreement between Customer and Convergint, title with respect to such materials shall pass to Customer upon delivery to Customer site.

SECTION 2. PRICING
Pricing and amounts proposed shall remain valid for 30 days unless otherwise specified. Price includes only the material listed based on Convergint’s interpretation of plans and specifications unless noted otherwise. Additional equipment, unless negotiated prior to order placement, will be billed accordingly. Sales taxes, (and in Canada GST/PST) and any other taxes assessed on Customer shall be added to the price upon invoice to Customer.

SECTION 3. INVOICE REMITTANCE AND PAYMENT
If the Work is performed over more than a month, Convergint will invoice Customer each month for the Work performed during the previous month. Customer agrees to pay the amount due to Convergint as invoiced, within thirty (30) days of the date of such invoice. If the Work is completed in less than one month, Customer agrees to pay Convergint in full after the Work has been performed within thirty (30) days of the date of being invoiced.

Invoices shall not include or be subject to a project retention percentage. If Customer is overdue in any payment to Convergint, Convergint shall be entitled to suspend the Work until paid, and charge Customer an interest rate 1 and 1/2% percent per month, (or the maximum rate permitted by law, whichever is less), and may avail itself of any other legal or equitable remedy. Customer shall reimburse Convergint costs incurred in collecting any amounts that become overdue, including attorney fees, court costs and any other reasonable expenditure.

SECTION 4. WARRANTY
Convergint provides the following SOLE AND EXCLUSIVE warranty to the Customer:

For the period of one (1) year, commencing at the earlier of substantial completion of the Work, or first beneficial use, (“Warranty Period”):
a. That Work performed under this Agreement will be ofgood quality; b. That all equipment will be new unless otherwise required or permitted by this Agreement; c. That the Work will be free from defects not inherent in the quality required or permitted; and d. That the Work will conform to the requirements ofthis Agreement.

The Customer’s sole remedy for any breach of this warranty is that Convergint shall remove, replace and/or repair at its own expense any defective or improper Work, discovered within the Warranty Period, provided Convergint is notified in writing of any defect within the Warranty Period.

Any equipment or products installed by Convergint in the course of performing the Work hereunder shall only carry such warranty as is provided by the manufacturer thereof, which Convergint hereby assigns to Customer without recourse to Convergint. Upon request of Customer, Convergint will use commercially reasonable efforts to assist Customer in enforcing any such third-party warranties. This warranty excludes remedy for damage or defect caused by abuse, modifications not executed by Convergint, improper or insufficient maintenance, improper operation, or normal wear and tear under normal usage. NO FURTHER WARRANTIES OR

GUARANTIES, EXPRESS OR IMPLIED, ARE MADE WITH RESPECT TO ANY GOODS OR SERVICES

PROVIDED UNDER THIS AGREEMENT, AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY DISCLAIMED.

SECTION 5. CHANGES
Without invalidating this Agreement or any bond given hereunder, Customer or Convergint may request changes in the Work. Any changes to the Agreement shall be in writing signed by both Customer and Convergint. If Customer orders any additional work or causes any material interference with Convergint’s performance of the Work, Convergint shall be entitled to an equitable adjustment in the time for performance and in the Agreement Price, including a reasonable allowance for overhead and profit.

SECTION 6. FORCE MAJEURE
Neither Customer nor Convergint shall be responsible or liable for, shall incur expense for, or be deemed to be in breach of this Agreement because of any delay in the performance of their respective obligations pursuant to this Agreement due solely to circumstances beyond their reasonable control (“Force Majeure”) and without the fault or negligence of the party experiencing such delay. A Force Majeure event shall include, but not be limited to:
accident, fire, storm, water, flooding, negligence, vandalism, power failure, installation of incompatible equipment, improper operating procedures, source current fluctuations or lighting. If performance by either party is delayed due to Force Majeure, the time for that performance shall be extended for a period of time reasonably necessary to overcome the effect of the delay. Any Services required by Convergint due to reasons set forth in this Force Majeure Section shall be charged to Customer in addition to any amounts due under this Agreement.

SECTION 7. INSURANCE
Convergint shall have the following insurance coverage during the term of this Agreement, and shall provide certificates of insurance to the Customer prior to beginning work hereunder:

Worker’s Compensation Statutory Limits
Employer’s Liability $1,000,000 per occurrence /aggregate Commercial General Liability $1,000,000 per occurrence/aggregate $2,000,000 general aggregate
Automobile Liability $1,000,000 per occurrence/aggregate Excess/Umbrella Liability $10,000,000 per occurrence/aggregate All insurance policies carried by Convergint shall be primary to and noncontributory with the insurance afforded to Customer and shall name the Customer as “additional insured”, with respect to liability arising out of work performed by Convergint, as applicable, but only to the extent of liabilities falling within the indemnity obligations of Convergint, pursuant to the terms of this Agreement. Convergint shall provide to the Customer no less than thirty (30) days’ notice prior to the termination or cancellation of any such insurance policy.

SECTION 8. INDEMNIFICATION
Convergint shall indemnify and hold Customer harmless from and against claims, damages, losses and expenses, attributable to bodily injury, sickness, disease or death, or to destruction of tangible property, but only to the extent caused by: a) the negligent or willful acts or omissions of Convergint or Convergint’s employees or subcontractors while on Customer’s site, or b) the malfunction of the equipment supplied by Convergint, or c) Convergint’s breach of this Agreement.

IN NO EVENT SHALL EITHER CONVERGINT OR CUSTOMER BE LIABLE TO THE OTHER PARTY

HERETO FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING

COMMERCIAL LOSS, LOSS OF USE OR LOST PROFITS, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL CONVERGINT BE LIABLE TO

CUSTOMER FOR ANY AMOUNTS IN EXCESS OF THE AMOUNTS PAID BY CUSTOMER TO CONVERGINT.

It is understood and agreed by the parties hereto that Convergint is or may be providing intrusion products which are designed to provide notification of certain events but are not intended to be guarantees or insurers against any acts for which they are supposed to monitor or inform. Convergint’s indemnification obligation pursuant to Section 8 herein, does not apply to the extent the loss indemnified against is caused by any intrusion product or software provided by but not manufactured by Convergint. Convergint shall have no liability to Customer for any losses to the extent such losses are caused by the intrusion product or software. Customer shall indemnify, defend, and hold harmless Convergint, from and against all claims, lawsuits, damages, losses and expenses by persons not a party to this Agreement, but only to the extent caused by such intrusion product or software provided by but not manufactured by Convergint.

SECTION 9. COMPLIANCE WITH LAW, SAFETY, & HAZARDOUS MATERIALS This Agreement shall be governed and construed in accordance with the laws of the state/province in which the Work is being performed. Convergint agrees to comply with all laws and regulations relating to or governing its provision of the Work. Convergint shall comply with all safety related laws and regulations and with the safety program of the Customer, provided such program is supplied to Convergint prior to beginning work.

In the event that Convergint discovers or suspects the presence of hazardous materials, or unsafe working conditions at Customer’s facility where the Work is to be performed, Convergint is entitled to stop the Work at that facility if such hazardous materials, or unsafe working conditions were not provided by or caused by Convergint. Convergint in its sole discretion shall determine when it is “safe” to return to perform the Work at Customer’s facility. Convergint shall have no responsibility for the discovery, presence, handling, removing or disposal of or exposure of persons to hazardous materials in any form at the Customer’s facility. Customer shall indemnify and hold harmless Convergint from and against claims, damages, losses and expenses, including but not limited to, reasonable attorney’s fees, arising out of or resulting from undisclosed hazardous materials, or unsafe working conditions at Customer’s facility.

Customer acknowledges that applicable law or regulation may limit Customer’s rights and impose obligations with respect to information or data obtained using software capable of obtaining what may in certain circumstances be characterized as biometric information (individually and collectively, the “Software”) and agrees that Customer is solely responsible to ensure its own compliance with such laws or regulations. Customer shall completely indemnify, defend (including pay attorneys’ fees and disbursements), and hold harmless Convergint, its affiliates, and any employees, agents, contractors or representatives of any of the foregoing from and against any and all losses, liability, damages, penalties, expenses, claims, demands, actions, or causes of action, judgments (finally awarded) or settlements (individually and collectively, “Liabilities”) arising from or related to any intentional or negligent acts or omissions of Customer or any of its agents, affiliates, employees, or representatives arising from or related to the Software, any hardware, software, or other services associated with the Software, or the use of any of the foregoing by or on behalf of Customer, including but not limited to those arising from or related to Customer’s failure to comply with applicable laws or regulations related to its use of the Software or any hardware, software, or other services associated with the Software, including but not limited to the Customer’s failure to obtain any necessary consents from affected individuals or provide any necessary disclosures or protections with respect to the information of such individuals under any applicable privacy or data security law, but excluding matters for which Convergint has agreed to indemnify Customer from and against third party claims for copyright and trade secret infringement under the terms of the End User License Agreement for the Software between Convergint and Customer. Notwithstanding the foregoing, Customer and Convergint agree that Liabilities suffered by a third party (other than an affiliate of Convergint) which are an element of loss subject to indemnification under this paragraph shall be deemed direct damages.

SECTION 10. DISPUTES
In the event of any dispute between Convergint and Customer, Convergint and Customer shall first attempt to resolve the dispute in the field, but if that is not successful, then in a meeting between authorized officers of each company.

If settlement attempts are not successful, then the dispute shall be decided exclusively by arbitration. Such arbitration shall be conducted in accordance with the Construction Industry Arbitration Rules of the American Arbitration Association currently in effect and shall be a final binding resolution of the issues presented between the parties. The prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs.

SECTION 11. MISCELLANEOUS
Neither party to this Agreement shall assign this Agreement without the prior written consent of the other party hereto.

Convergint may assign this Agreement to any of its parents, subsidiaries or affiliated companies or any entity majority owned by Convergint.

Notices shall be in writing and addressed to the other party, in accordance with the names and addresses of the parties as shown above. All notices shall be effective upon receipt by the party to whom the notice was sent.

A waiver of the terms hereunder by one party to the other party shall not be effective unless in writing and signed by a person with authority to commit the Customer or Convergint and delivered to the non-waiving party according to the notice provision herein. No waiver by Customer or Convergint shall operate as a continuous waiver, unless the written waiver specifically states that it is a continuous waiver of the terms stated in that waiver.

The Sections regarding invoicing, warranty, and indemnity, and disputes shall survive the termination of this Agreement.

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CITY COUNCIL AGENDA REPORT
MEETING DATE: 6/17/2025
DEPARTMENT: Public Works
SUBJECT:

AWARD OF CONTRACT FOR CIVIC CENTER CUSTODIAL AND JANITORIAL

SERVICES
RECOMMENDED ACTION(S):

1. Award an Agreement for Maintenance Services in the amount of $1,182,092 to Crown Facility Solutions for Civic Center Custodial and Janitorial Services.

2. Authorize the Mayor to sign, and the City Clerk to attest, the award of contract to Crown Facility Solutions, substantially in the form attached.

EXECUTIVE SUMMARY:

The current contract with Innovative Cleaning Services for Civic Center Custodial and Janitorial Services expires on June 30, 2025. Staff issued a Request for Proposals (“RFP”) in February 2025. The procurement process is a qualifications-based selection process. The RFP selection process is based on a contractor’s experience, understanding of the scope of services, proposed personnel, completion of similar projects in a timely manner, and t ability to provide optimal services at an acceptable cost. After completing a competitive process as outlined in the City’s Purchasing Guidelines, staff identified the most qualified contractor for Civic Center Custodial and Janitorial Services.

Staff recommends awarding a contract to Crown Facility Solutions, Inc., (“Crown”). The recommended contract term is three years with two optional one- year extensions at the discretion of the City Council. The proposed Civic Center Custodial and Janitorial Services Agreement with Crown would begin July 1, 2025 (Attachment 1). The Agreement includes a compensation amount of $1,182,092. Sufficient funds for the contract are included in the Fiscal Year 2025- 26 Operational Budget.

BACKGROUND:

In May of 2017, ground-breaking construction began on a fully integrated Civic Center that serves as the City’s “100 Year Home.” The 12.5-acre site is Item: 14
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comprised of an 8.1-acre Civic Center Campus, 2.6 acres of mitigation area and

1.8 acres of landscaped slopes. The Civic Center Campus includes a 52,000 square foot City Hall and Community Policing Building, a 14,000 square foot Council Chambers and Performing Arts Center with 200 seats, a 17,000 square foot, single story Senior Center Building with a Catering Kitchen, an 18,000 square foot Community Center which reconfigures into multiple banquet and conference rooms and a two-story, 109,340 square foot Parking Structure with 308 parking spaces.

On June 23, 2022, the City Council awarded an agreement to Innovative Cleaning Services to provide Civic Center custodial and janitorial services. The contract included two (2) day porters and four (4) custodians. The contract terminates June 30, 2025. Although the agreement is eligible for an extension, staff determined the communication and coordination with Innovative Cleaning Services has failed to meet expectation levels and resulted in missed cleaning assignments.

DISCUSSION:

The scope of services published with the RFP is for routine custodial/janitorial services. The Community Services Department manages janitorial services for special events. The Civic Center scope of work includes various services consistent with American Physical Plant Administrator (“APPA”) standards, which establish basic sanitary standards for facilities accessed by the public and workers. These services include, but are not limited to cleaning and maintenance of the following: restrooms, gym/locker rooms/exercise equipment, lobbies, entryways, reception areas, hallways, corridors, stairways, offices, meeting rooms, lunchrooms, elevators, lifts, carpeted floors, floor mats, resilient and hard surface floors, ceilings and light fixtures, walls, partitions, windows, doors, benches, kitchen areas, BBQ areas, and food preparation rooms. This contract does not include services for special events held during the week or on weekends.

On February 20, 2025, staff issued an RFP and solicited proposals for Maintenance Services on OpenGov. The City subsequently received proposals from thirteen firms shown below:
•Allied Universal
•Apexion DBA Joncowest
•Coastal Building Services, Inc.
•Crown Facility Solutions
•Doctor Clean
•Executive Facility Services, Inc.

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•Kleenway Services, Inc.
•MasterCorp Commercial Services
•Omni Enterprise, Inc.
•Premier Property Preservation, LLC.
•Slate USA, Inc.
•Ultra Shine, Inc.
•Vested Solutions
Consistent with the City Purchasing Guidelines, staff assembled a selection committee approved by the City Manager to review proposals and participate in the interview phase of the selection process. The selection committee was comprised of the following:

•Deputy City Manager
•Public Works Maintenance Manager
•Facilities Manager
•Recreation Manager
Technical Review and Interview Process
The review process is comprised of three phases: the Technical Review of written proposals, the Qualifications Interview phase, and the cost proposal evaluation. The Purchasing Guidelines require the Selection Committee to review all proposals submitted in response to the RFP. As summarized in Table 1, staff reviewed the proposals, and five (5) contractors met the minimum required technical criteria and were therefore invited to the interview process. Prior to the interview process, Doctor Clean, Inc., requested to remove their proposal indicating other contractual obligations and not being able to meet the project scope. Table 2 shows the total score for the interview and cost.

Table 1: Technical Review Scoring
Vendor
Vendor’s
Communic
ation
0-10 Points
32 Points
(16%)
Project
Understanding
0-10 Points
40 Points
(20%)
Technical
Knowledge
0-10 Points
32 Points
(16%)
Key
Personnel
0-10
Points
40 Points
(20%)
Meeting
Preparatio
n
0-10
Points
16 Points
(8%)
Cost
Proposal
Evaluation
Points
Based
40 Points
(20%)
Total
Score
(Max
Score
200)
Crown
Facility
Solutions

8.5 9.3 8.8 8.8 8 36 176
MasterCorp.

Commercial
Solutions

7.5 6.8 7.3 7 7.3 36 149.8
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Vendor
Vendor’s
Communic
ation
0-10 Points
32 Points
(16%)
Project
Understanding
0-10 Points
40 Points
(20%)
Technical
Knowledge
0-10 Points
32 Points
(16%)
Key
Personnel
0-10
Points
40 Points
(20%)
Meeting
Preparatio
n
0-10
Points
16 Points
(8%)
Cost
Proposal
Evaluation
Points
Based
40 Points
(20%)
Total
Score
(Max
Score
200)
Executive
Facility
Services,
Inc.

76.3 6 6.3 6.3 6.5 38 137.4
Apexion
DBA
Joncowest

4.5 4.8 4.5 4 4.3 40 110.6
Table 2: Aggregate Scores Summary - Qualifications, Interview and Cost Scoring Vendor Evaluator 1 Evaluator 2 Evaluator 3 Evaluator 4 Total Avg. Score (Max Score 200)
Crown
Facility
Solutions
178.4 175.2 174.4 176 176
MasterCorp.

Commercial
Solutions
135.2 164 144 156 149.8
Executive
Facility
Solutions,
Inc.
114.8 146 133.2 155.6 137.4
Apexion DBA
Joncowest 90.4 139.2 117.6 95.2 110.6
During the qualifications interview, Crown demonstrated a comprehensive knowledge of custodial and janitorial services and scored higher than the other firms. Crown was better able to articulate its knowledge of the Civic Center and experience with retaining quality employees. Crown described its plans for providing a high level of service and ability to address personnel issues without impacting Civic Center employees and visitors. Crown‘s approach includes a work order system that allows City staff to review results of inspection reports prepared by Crown’s supervisors. This provides an opportunity for City staff to address concerns quickly with Crown supervisors to resolve any issues that may arise. Since Crown currently provides services for Civic Center special events, hiring the same firm for janitorial and custodial services could improve communication, coordination, and the overall level of service for cleaning services in all areas of the Civic Center campus. Crown also currently provides services for the offices and restroom facilities at the Lake Forest Sports Complex.

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The team presented by Crown is experienced and prepared to begin servicing the Civic Center campus. During the interview, the owner of Crown explained the compensation approach the company has used to retain employees long term.

According to Crown, their compensation to employees is generally higher than the market rate, which incentivizes employees to stay with the company long term. Employees are also encouraged to discuss career plans with supervisors to help the company plan for internal advancement. The Selection Committee was impressed by this approach, as retaining quality employees long term can mitigate the performance issues the City is experiencing with the current janitorial arrangement. Further, a low turnover rate for janitorial workers mitigates the security risks inherent to this service, as the janitorial staff are provided unique access to City facilities with limited supervision. The selection committee felt confident that Crown could competently provide the required Civic Center janitorial and custodial services.

Cost Proposals
Compensation scoring is based on a monthly rate for each position related to day porter and nightly janitorial services, with hourly rates secured for any additional services. At the conclusion of the interview process, all firms had the opportunity to submit a last, best, and final cost proposal. Staff deemed the rate structure submitted by Crown to be reasonable based upon historical costs the City has paid for custodial and janitorial services. Table 2 below describes the cost proposal amounts received by each firm that qualified to receive an interview.

Table 2: Civic Center Custodial/Janitorial Services Cost Proposals Firm 3-Year Cost
Proposal
MasterCorp. Commercial Solutions $1,204,753.32
Crown Facility Solutions $1,177,092.00
Executive Facility Services, Inc. $1,168,128.00
Apexion DBA Joncowest $1,099,080.00
The scope of work includes services that are consistent with American Physical Plant Administrator (“APPA”) standards, which establish basic sanitary standards for facilities accessed by the public and workers. These services include, but are not limited to cleaning and maintenance of the following: restrooms, lobbies, entryways, reception areas, hallways, corridors, stairways, offices, meeting rooms, lunchrooms, elevators and lifts, carpeted floors, floor mats, resilient and hard surface floors, ceilings and light fixtures, walls, partitions, windows, doors, benches, kitchen areas, BBQ areas, and food preparation rooms.

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Reference Checks
Staff conducted reference checks from three firms and/or agencies (Attachment 2). References provided positive feedback, attesting to custodial and janitorial expertise and responsiveness of Crown. Crown has been providing janitorial services for the Lake Forest Sports Park Community Center and Clubhouse buildings since 2019. In addition, the owner of Crown is a Lake Forest resident.

Recommendation
Based on the technical review, interview performance, cost comparison, and reference checks, staff recommends the City Council approve of the Agreement with Crown with a total compensation amount of $1,182,092.00. This represents a 0.5% increase from the current agreement for janitorial and day porter services.

Crown originally proposed a three-year compensation amount of $1,212,372.00, however after negotiations with City staff, Crown lowered their costs while still complying with the scope of services. The City’s scoring rubric combines the qualifications from the written proposal, the in-person interview, and the proposed costs to provide the City with the best overall value. Crown understands the high level of APPA standards specified in the scope of work, which will provide the Civic Center campus with a clean and safe environment for the visiting public and staff.

The term of the Agreement with Crown is for three years with two optional one- year extensions. Awarding Crown the proposed Agreement would ensure continued custodial and janitorial services for the Civic Center. The compensation amount in the Crown Agreement is based upon the cost of $1,177,092 for routine monthly services for a three-year term in addition to $5,000 contingency amount for work outside of any routine janitorial services.

Consistent with the City’s Purchasing Guidelines, the proposed Crown Agreement was reviewed by the City Attorney’s Office and approved to form. The City’s standard form agreement allows the City Manager to approve extra work up to 10% of the compensation amount.

FISCAL IMPACT:

The proposed Crown Agreement includes $1,182,092 in total compensation. The Crown Agreement includes a three-year term ending June 30, 2025, with two optional one-year extensions. Sufficient funds are included in the 2025-2027 Operating Budget to cover the costs of the recommended action.

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ATTACHMENTS:

1. Agreement for Maintenance Services with Crown Facility Services, for Civic Center Custodial and Janitorial Services

2. Reference Check for Crown Facility Services
Initiated By: Michael McConaha, Public Works Maintenance Manager Submitted By: Douglas A. Erdman, P.E., Acting Director of Public Works/City Engineer
Approved By: Debra Rose, City Manager
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Attachment 1
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CIVIC CENTER CUSTODIAL AND JANITORIAL SERVICES

City of Lake Forest
100 Civic Center Dr.

Lake Forest, CA 92630

Item: 14
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City of Lake Forest

REQUEST FOR PROPOSAL (RFP)
Civic Center Custodial and Janitorial Services
I. PARTIES AND DATE. ................................ ................................ ..............

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

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

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

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

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

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

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

Attachments:

A - Request_For_Proposals_For_Civic_Center_Custodial_and_Janitorial_Services (dragged)

Item: 14
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Title: Civic Center Custodial and Janitorial Services
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, located at 100 Civic Center Drive, Lake Forest 92630 (“City”) and Crown Facility Solutions, a California Corporation (Inc.) , with its principal place of business at 3605 W. MacArthur Blvd., Ste. 701, Santa Ana, CA 92704 (“Contractor”). City and Contractor are sometimes individually referred to herein as “Party” and collectively as “Parties.” Item: 14
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Title: Civic Center Custodial and Janitorial Services
4 2. RECITALS.

2.1. Contractor.

Contractor desires to perform and assume responsibility for the provision of certain custodial and janitorial maintenance services required by the City which shall be performance in accordance with the terms and conditions set forth in this Agreement and all plans, specifications and other contract documents attached to or incorporated into this Agreement. Contractor represents that it is experienced in providing custodial and janitorial maintenance services to public clients, that it and its employees or subcontractors have all necessary licenses and permits to perform the Services in the State of California, and that it is familiar with the plans of City.

2.2. Project.

City desires to engage Contractor to render such services for the Civic Center Custodial and Janitorial Services project (“Project”) as set forth in this Agreement.

Item: 14
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Title: Civic Center Custodial and Janitorial Services
5 3. TERMS.

3.1. Scope of Services and Term.

3.1.1 General Scope of Services. Contractor 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 custodial and janitorial maintenance 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 July 1, 2025 to June 30, 2028, 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. Contractor shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines.

3.2. Responsibilities of Contractor.

3.2.1 Independent Contractor; Control and Payment of Subordinates. The Services shall be performed by Contractor or under its supervision. Contractor will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Contractor on an independent contractor basis and not as an employee. Contractor 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 Contractor shall also not be employees of City and shall at all times be under Contractor’s exclusive direction and control. Neither City, or any of its officials, officers, directors, employees or agents shall have control over the conduct of Contractor or any of Contractor’s officers, employees or agents, except as set forth in this Agreement.

Contractor 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. Contractor 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. Contractor 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. Contractor represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Contractor’s conformance with the Schedule, City shall respond to Contractor’s submittals in a timely manner. Upon request of City, Contractor 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 Contractor shall be subject to the approval of City.

Item: 14
710

Title: Civic Center Custodial and Janitorial Services
6 3.2.4 City’s Representative. The City hereby designates Douglas Erdman, Acting 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 Contractor but not the authority to enlarge the Scope of Work or change the total compensation due to Contractor under this Agreement. The City’s 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 Contractor’s total compensation, subject to the provisions contained in Section 3.3 of this Agreement. Contractor shall not accept direction or orders from any person other than the City Manager, City’s Representative or his/her designee.

3.2.5 Contractor’s Representative. Contractor hereby designates Brent Shears, President, or his or her designee, to act as its representative for the performance of this Agreement (“Contractor’s Representative”). Contractor’s Representative shall have full authority to represent and act on behalf of the Contractor for all purposes under this Agreement. The Contractor’s Representative shall supervise and direct the Services, using his 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.

3.2.6 Coordination of Services. Contractor agrees to work closely with City staff in the performance of Services and shall be available to City’s staff, Contractors and other staff at all reasonable times.

3.2.7 Standard of Care; Performance of Employees. Contractor shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by contractors and/or professionals in the same discipline in the State of California. Contractor represents and maintains that it is skilled in the discipline necessary to perform the Services. Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Contractor represents that it, its employees and subcontractors 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, Contractor 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 Contractor’s failure to comply with the standard of care provided for herein. Any employee of the Contractor or its sub-contractors 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 Contractor and shall not be re-employed to perform any of the Services or to work on the Project.

3.2.8 Laws and Regulations. Contractor 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. Contractor shall be liable for all violations of such laws and regulations in connection with Services. If the Contractor performs any work knowing it to be contrary to such laws, rules and Item: 14
711

Title: Civic Center Custodial and Janitorial Services
7 regulations, Contractor shall be solely responsible for all costs arising therefrom. Contractor shall defend, indemnify and hold City, its officials, directors, officers, employees and agents 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.

3.2.9 Safety. Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Contractor 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 as 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 subcontractors, 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.

3.2.10 Labor

3.2.10.1 Prevailing Wages. Contractor 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. Since 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, Contractor agrees to fully comply with such Prevailing Wage Laws. City shall provide Contractor with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Contractor 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 Contractor’s principal place of business and at the project site. Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.

3.2.10.2 Registration. Since the Services are being performed as part of an applicable “public works” or “maintenance” project, then pursuant to Labor Code sections 1725.5 and 1771.1, Contractor and all subcontractors must be registered with the Department of Industrial Relations (“DIR”). Contractor shall maintain registration for the duration of the project and require the same of any subcontractors. 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. Notwithstanding the foregoing, the contractor registration requirements mandated by Labor Code Sections 1725.5 and 1771.1 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Sections 1725.5 and 1771.1.

Item: 14
712

Title: Civic Center Custodial and Janitorial Services
8 3.2.10.3 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 Contractor shall therefore comply with such Labor Code sections to the fullest extent required by law.

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

3.2.12 Bonds.

3.2.12.1 Performance Bond. If specifically requested by City in Exhibit “C” attached hereto and incorporated herein by reference, Contractor shall execute and provide to City concurrently with this Agreement a Performance Bond in the amount of the total, not-to-exceed compensation indicated in this Agreement, and in a form provided or approved by the City. If such bond is required, no payment will be made to Contractor until it has been received and approved by the City.

3.2.12.2 Payment Bond. If required by law or otherwise specifically requested by City in Exhibit “C” attached hereto and incorporated herein by reference, Contractor shall execute and provide to City concurrently with this Agreement a Payment Bond in the amount of the total, not-to- exceed compensation indicated in this Agreement, and in a form provided or approved by the City. If such bond is required, no payment will be made to Contractor until it has been received and approved by the City.

3.2.12.3 Bond Provisions. Should, in City’s sole opinion, any bond become insufficient or any surety be found to be unsatisfactory, Contractor shall renew or replace the affected bond within 10 days of receiving notice from City. In the event the surety or Contractor intends to reduce or cancel any required bond, at least thirty (30) days prior written notice shall be given to the City, and Contractor shall post acceptable replacement bonds at least ten (10) days prior to expiration of the original bonds. No further payments shall be deemed due or will be made under this Agreement until any replacement bonds required by this Section are accepted by the City. To the extent, if any, that the total compensation is increased in accordance with the Agreement, the Contractor shall, upon request of the City, cause the amount of the bonds to be increased accordingly and shall promptly deliver satisfactory evidence of such increase to the City. To the extent available, the bonds shall further provide that no change or alteration of the Agreement (including, without limitation, an increase in the total compensation, as referred to above), extensions of time, or modifications of the time, terms, or conditions of payment to the Contractor, will release the surety. If the Contractor fails to furnish any required bond, the City may terminate this Agreement for cause.

3.2.12.4 Surety Qualifications. Only bonds executed by an admitted surety insurer, as defined in Code of Civil Procedure Section 995.120, shall be accepted. The surety must be a California-admitted surety and satisfactory to the City. If a California-admitted surety insurer issuing bonds does not meet these requirements, the insurer will be considered qualified if it is in conformance with Section 995.660 of the California Code of Civil Procedure, and proof of such is provided to the City.

3.2.13 Water Quality Management and Compliance.

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713

Title: Civic Center Custodial and Janitorial Services
9 3.2.13.1 Storm Water Management. Storm, surface, ground, nuisance, or other waters may be encountered at various times during the Services. Contractor hereby acknowledges that it has investigated the risk arising from such waters, has prepared its Bid accordingly, and assumes any and all risks and liabilities arising therefrom.

3.2.13.2 Compliance with Water Quality Laws, Ordinances and Regulations. Contractor 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 discharges of 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. Contractor shall additionally comply with the lawful requirements of the City, and any other municipality, drainage district, or other local agency with jurisdiction over the location where the Services are to be conducted, regarding discharges of storm water to separate storm drain systems or other watercourses, including applicable requirements in municipal storm water management programs.

3.2.13.3 Compliance with DAMP and LIP. In addition to compliance with the laws, ordinances and regulations listed in paragraph 3.2.13.2, Contractor must comply with all applicable requirements of the Orange County Drainage Area Management Plan (“DAMP”) and the City of Lake Forest Local Implementation Plan (“LIP”). Both documents contain Model Maintenance Procedures with Best Management Practices (“BMPs”). These Model Maintenance Procedures contain pollution prevention and source control techniques to minimize the impact of those activities upon dry-weather urban runoff, stormwater runoff, and receiving water quality. Contractor shall be familiar the DAMP, and the LIP and shall 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

3.2.13.4 Standard of Care. Contractor 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 3.2.13.2 and 3.2.13.3 of this Agreement. Contractor further warrants that it, its employees and subcontractors will receive adequate training, as determined by the City, regarding the requirements of the laws, regulations and policies described in Sections 3.2.13.2 and 3.2.13.3 of this Agreement as they may relate to the Services.

3.2.13.5 Liability for Non-compliance.
(A) Indemnity: Failure to comply with laws, regulations, standards and ordinances listed in Sections 3.2.13.2, 3.2.13.3, and 3.2.13.4 of this Agreement is a violation of federal and state law. Notwithstanding any other indemnity contained in this Agreement, Contractor agrees to indemnify and hold harmless the City, its officials, officers, agents, employees and authorized volunteers Item: 14
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Title: Civic Center Custodial and Janitorial Services
10 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 in Sections 3.2.13.2, 3.2.13.3, and 3.2.13.4 of this Agreement 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 Contractor’s failure to comply with any applicable water quality law, regulation, or policy. Contractor 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 Contractor for delay in completing the Services caused by Contractor’s failure to comply with the laws, regulations, policies and standards described in Sections 3.2.13.2, 3.2.13.3 and 3.2.13.4 of this Agreement, or any other relevant water quality law, regulation, or policy.

3.3. Fees and Payments.

3.3.1 Compensation. 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 ONE MILLION ONE HUNDRED EIGHTY-TWO THOUSAND NINETY-TWO DOLLARS ($1,182,092.00) without written approval of City’s City Council. 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. Contractor shall submit to City a monthly itemized invoice which indicates work completed and hours of Services rendered by Contractor. 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 Contractor’s fees, the City shall give written notice to Contractor within thirty (30) days of receipt of an invoice of any disputed fees set forth therein.

3.3.3 Reimbursement for Expenses. Contractor shall not be reimbursed for any expenses unless authorized in writing by City.

3.3.4 Extra Work. At any time during the term of this Agreement, City may request that Contractor 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. Contractor 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.”
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Title: Civic Center Custodial and Janitorial Services
11 3.4. Accounting Records.

3.4.1 Maintenance and Inspection. Contractor shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Contractor 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. Contractor 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.

3.5. General Provisions.

3.5.1 Termination of Agreement.

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

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

3.5.1.1 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.

3.5.2 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:

Contractor: Crown Facility Solutions
3605 W. MacArthur Blvd., Ste. 701
Santa Ana, CA 92704
ATTN: Brent Shears, 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.

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Title: Civic Center Custodial and Janitorial Services
12 3.5.3 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.

3.5.4 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 reasonable attorney’s fees and all other costs of such action.

3.5.5 State License Board Notice. Contractors are required by law to be licensed and regulated by the Contractors’ State License Board which has jurisdiction to investigate complaints against contractors if a complaint regarding a patent act or omission is filed within four (4) years of the date of the alleged violation. A complaint regarding a latent act or omission pertaining to structural defects must be filed within ten (10) years of the date of the alleged violation. Any questions concerning a contractor may be referred to the Registrar, Contractors’ State License Board, P.O. Box 26000, Sacramento, California 95826.

3.5.6 Indemnification. To the fullest extent allowable by law, Contractor shall defend, 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, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions, negligence or willful misconduct of Contractor, its officials, officers, employees, agents, consultants and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of all consequential damages and attorney’s fees and other related costs and expenses. Contractor shall defend, at Contractor’s own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, its directors, officials, officers, employees, agents or volunteers. Contractor shall pay and satisfy any judgment, award or decree that may be rendered against City or its officials, officers, employees, agents or volunteers, in any such suit, action or other legal proceeding. Contractor shall reimburse City and its officials, officers, employees, agents and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor’s obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its officials, officers, employees, agents or volunteers.

3.5.7 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.

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

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

3.5.10 City’s Right to Employ Other Contractors. City reserves right to employ other contractors in connection with this Project.

Item: 14
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Title: Civic Center Custodial and Janitorial Services
13 3.5.11 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties.

3.5.12 Assignment or Transfer. Contractor 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.

3.5.13 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 Contractor include all personnel, employees, agents, and subcontractors of Contractor, 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.

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

3.5.15 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.

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

3.5.17 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.

3.5.18 Prohibited Interests. Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Agreement. Further, Contractor 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 Contractor, 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.

3.5.19 Equal Opportunity Employment. Contractor represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment 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. Contractor shall also Item: 14
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Title: Civic Center Custodial and Janitorial Services
14 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.

3.5.20 Labor Certification. By its signature hereunder, Contractor 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.

3.5.21 Authority to Enter Agreement. Contractor 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.

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

3.6. Subcontracting.

3.6.1 Prior Approval Required. Contractor 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: Civic Center Custodial and Janitorial Services
15 4. SIGNATURES.

4.1. SIGNATURES.

CITY OF LAKE FOREST Crown Facility Solutions
By: [AUTHORIZED CITY SIGNATURE]

Scott Voigts
Mayor
By: [VENDOR SIGNATURE 1]

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

By: [CITY CLERK SIGNATURE]

Thy Merritt

Acting City Clerk
By: [VENDOR SIGNATURE 2]

Brent Shears

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]

Item: 14
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Title: Civic Center Custodial and Janitorial Services
16 5. EXHIBIT "A" SCOPE OF MAINTENANCE SERVICES

5.1. EXHIBIT "A" SCOPE OF MAINTENANCE SERVICES
Contractor shall provide the following maintenance services relative to Custodial and Janitorial Services for the Lake Forest Civic Center project ("Project").

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 her 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.

1.00 GENERAL INFORMATION

1.01 The Contracto r shall possess and maintain all necessary certifications, registrations and Contractors licenses issued by the State of California Licensing Board through the term of the Contract. The Contractor shall perform the work describ ed herein, in a thorough and professional manner, so that the City of Lake Forest is provided with reliable and high quality facility maintenance at all times.

1.02 The Contractor shall ensure that the Operation of the Building(s) in compliance with all State and Federal laws.

1.03 The Contractor's forces shall leave work areas free of all dirt, litter, or other materials utilized to perform facility maintenance. The Contractor shall erect barricades, Item: 14
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Title: Civic Center Custodial and Janitorial Services
17 warning signs, and any other devices to prevent unauthorized access by the public or unauthorized City staff to work areas.

1.04 Facility Maintenance shall be performed in accordance with all accepted standards for 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 handle all City requests and concerns in a professional and timely manner.

1.06 The City shall provide access to all areas to be serviced by the Contractor.

1.07 The Contractor shall not be held responsible for damage, should access be denied or not provided by the City.

1.08 The Contractor shall execute and maintain its work so to avoid injury or damage to any person or property. In carrying out its servic es, the Contractor 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.

2.00 SCOPE OF WORK – JANITORIAL SERVICES/DAY PORTERS

The contractor who is awarded this contract shall provide the City of Lake Forest qualified, licensed and bonded Custodial and Janitorial Services. Successful applicants shall provide all materials, equipment and labor for Custodial and Janitorial services at various Lake Forest locations. All work shall be performed in a professional manner to the highest standards suitable for public use, day or night as needed, according to industry APPA 1 standards.

The type of Janitorial/Day Porter Work required will include, but is not limited to the following:
• Restrooms: Cleaning and Maintenance
• Gym, Shower and Locker rooms, Exercise Equipment (3 Treadmills, 1 Elliptical Stair, 1 Elliptical Bike, 1 Multi Station Exercise Machine, 2 Benches, Free Weights/Rack & Exercise Balls/Rack: Cleaning
• Entry Ways, Lobbies, Reception Areas, Hallways, Corridors, Traffic Areas and Stairways: Cleaning and Maintenance
• Offices, Meeting and Conference Rooms: Cleaning and Maintenance • Lunch Rooms including appliances and fixtures, Break Rooms including appliances and fixtures, Class Rooms, Multi-Purpose Rooms, Vending Areas, Media and Printing Rooms: Cleaning and Maintenance
Item: 14
722

Title: Civic Center Custodial and Janitorial Services
18 • Elevators and Lifts: Cleaning, Polishing and Maintenance of interior, exterior surfaces of cars
• Carpeted Floors and Floor Mats: Cleaning and Maintenance to include extractions
• Resilient and Hard Surface Floors: Cleaning and Maintenance • Ceilings and Light Fixtures: Cleaning and Maintenance interior and exterior (Vendor will need to provide their own scissor lift if necessary – operators must be certified) • Walls, Partitions, Windows and Doors: Cleaning and Maintenance, including lower/upper tracks, base boards, and vertical surface areas of partition panels • Clean wood/metal benches, seat, outdoor furniture, bike racks, light fixtures, trashcans, bollard lights, exterior doors, stair railings, exterior windows • Sweep, blower, vacuum atrium fireplace, furniture, lights, door mats • Miscellaneous Maintenance Services
• Clean and organize janitorial closets and storage spaces • Clean, disinfect, polish drinking fountains and water features • Trash collection
Proper handling and disposal of organic food waste, recyclable products from recycling and trash receptacles on a daily basis
• Dusting AC/heating vents
• Sweep, mop, buff and polish floors
• Monthly cleaning and disposal of leftover items inside refrigerators • Porter services daily and/or nightly and for all meetings and special events • Disinfect all hard and soft surfaces using materials incorporating environmentally safe disinfecting cleaners.
• Kitchens, BBQ Areas, and Food Preparation Rooms daily, or as scheduled and required, cleaning and maintenance of the following: floors, floor mats, tables, counters, walls, food preparation equipment, warmers, storage ovens, stove tops, refrigerators, bbq area, coolers, sinks, basins, and room fixtures
• Exterior and landscape areas – Cleaning and Maintenance of the following:
• Trash Enclosures
• Paths & Sidewalks
• Courtyards
• Planters
• Atriums
• Plaza
• Parking Lots
Item: 14
723

Title: Civic Center Custodial and Janitorial Services
19 • Stairs
• Synthetic Turf
• Exterior Storage Areas– Cleaning and Maintenance of the following:
• Parking Structure
• Bull Pen Areas
• HVAC & IT Rooms
• Elevator Rooms
• Electrical Rooms
The applicant will also be expected to perform trouble shooting and issue resolution.

CLEANING FREQUENCIES FOR THE FOLLOWING AREAS

ENTRANCES, LOBBIES, RECEPTION , FOYER– APPA Level 1 FREQUENCY Tiled and linoleum floors will be dust mopped and damp mopped/washed 5 days per wk Doormats will be lifted and vacuumed both sides. 5 days per wk Carpeted areas will be vacuumed and spot cleaned. 5 days per wk Litter receptacles will be emptied and cleaned. 5 days per wk Door glass and partition glass will be cleaned both sides. 3 days per wk Door glass will be kept free (clean) of stains, marks, etc. 5 days per wk Tiled, Stone, Linoleum Floors will be sealed, waxed, and buffed Quarterly Entrance doorframes, side glass panels and top glass panels will be cleaned.
3 days per wk
Finger and other marks will be removed from wall to 2 m. high. 1 day per wk Horizontal surfaces will be dusted. 3 days per wk
Stainless steel kick plates will be cleaned. 3 days per wk Exterior garbage containers (within 5m) will be emptied and damp wiped. 5 days per wk High and Low Dusting 3 days per wk

STAIRS AND LANDINGS – APPA Level 1 FREQUENCY
Stairs and landings will be swept and damp mopped/washed 5 days per wk Doors will be kept free of finger marks 5 days per wk
Item: 14
724

Title: Civic Center Custodial and Janitorial Services
20 Handrails will be dusted and damp wiped 3 days per wk Walls will be spot cleaned to 2m high 1 day per wk
Stainless steel kick plates will be cleaned 3 days per wk Tiled, Stone, Linoleum Floors will be sealed, waxed, and buffed Quarterly

CORRIDORS, HALLWAYS - APPA Level 1 FREQUENCY
Tiled and linoleum floors will be dust mopped and damp mopped. 5 days per wk Carpeted floors will be vacuumed and spot cleaned. 5 days per wk Horizontal surfaces will be dusted. 3 days per wk
Waste receptacles will be emptied and cleaned. 5 days per wk Drinking fountains will be cleaned. 5 days per wk
Walls will be spot cleaned to 2 m. high. 1 day per wk
Tiled and linoleum floors will be sealed, waxed, and buffed. Quarterly Door glass and partition glass will be completely cleaned both sides. 3 days per week

ELEVATORS – APPA Level 1 FREQUENCY
Floors will be dust mopped and damp mopped/washed 5 days per wk Doors and wall will be kept free of marks 5 days per wk Ceiling panels will be cleaned 1 day per month
Stainless steel panels will be polished 5 days per wk

LOUNGES, STAFF ROOM – APPA Level 1 FREQUENCY
Supplies will be replenished. 5 days per wk Upholstered furniture will be vacuumed. 3 days per wk Tables will be damp wiped. 5 days per wk
Receptacles will be emptied and cleaned. 5 days per wk Walls will be spot cleaned to 2 m. high. 1 day per wk Item: 14
725

Title: Civic Center Custodial and Janitorial Services
21 Chairs will be damp wiped. 3 days per wk
Carpet will be vacuumed and spot cleaned. 5 days per wk Stainless steel sinks and counters will be cleaned. 5 days per wk High and Low Dusting 3 days per wk

OFFICES – APPA Level 1 FREQUENCY
Tiled and linoleum floors will be dust mopped and damp mopped. 1 day per wk Carpets will be vacuumed and spot cleaned. 5 days per wk Wastebaskets and recycling bins will be emptied and cleaned. 5 days per wk Furniture and horizontal ledges will be dusted. 3 days per week Finger marks will be removed from walls and partitions will be spot cleaned to a height of 2 m.
1 day per week
Telephones will be cleaned and disinfected. 1 day per week Horizontal and vertical blinds dusted. 2 times per year Horizontal and vertical blinds spray cleaned in the summer. 2 times per year High and Low Dusting 3 days per wk

WASHROOMS, SHOWERS, CHANGE ROOMS – APPA Level 1 FREQUENCY All fixtures will be cleaned, i.e. bowls, urinals, basins, mirrors, chrome surfaces and interface.
5 days per wk
Waste receptacles will be emptied and cleaned. 5 days per wk All supplies will be replenished. 5 days per wk
Walls will be spot cleaned to a height of 2 m. 5 days per wk Walls will be washed floor to ceiling. 1 day per month
Toilet partitions will be damp wiped. 3 days per wk
Item: 14
726

Title: Civic Center Custodial and Janitorial Services
22 Floors will be swept and washed. 5 days per wk
Floor drains will be primed. 1 day per wk
Walls and toilet partitions will be kept free of graffiti. 5 days per wk Floor drains will be cleaned and floor drain lids lifted and cleaned. 1 day per month All counters and table tops will be disinfected & damp wiped 5 days per wk High and Low Dusting 3 days per wk

GYM – APPA Level 1 FREQUENCY
Gym flooring vacuumed throughout and spot cleaned. 5 days per wk Tile and lino floors dust mopped and damp mopped. 5 days per wk Waste receptacles emptied & cleaned. 5 days per wk
Desk, counters, sills and ledges dusted. 3 days per wk
Doors, door glass and any partition cleaned. 3 day per wk Lighting fixtures dusted. 1 day per month
Gym equipment disinfected & damp wiped 5 days per wk
Gym lockers disinfected and cleaned 3 days per wk
High and Low Dusting 3 days per wk

COMMON AREAS – APPA Level 1 FREQUENCY
Floors will be swept and damp mopped/washed. 5 days per wk Walls will be spot cleaned up to a height of 2 m. 1 day per wk Waste will be removed to outside container. 5 days per wk Horizontal ledges will be wiped. 1 day per wk
Glass doors will be cleaned. 5 days per wk
Chairs, tables and table legs will be damp wiped 3 days per wk Waste containers will be cleaned - cleaning to include wiping of outside and washing inside with disinfectant.
3 days per wk
Walk-off mats will be vacuumed. 1 days per wk
Item: 14
727

Title: Civic Center Custodial and Janitorial Services
23 Remove gum from all surfaces. 1 day per month

MEETING ROOMS. CONFERENCE ROOMS, MULTI PURPOSE ROOMS -
APPA Level 1

FREQUENCY
Garbage picked up. 5 days per wk
Carpets vacuumed. 5 days per wk
Upholstered furniture vacuumed. 3 days per wk
Tables damp wiped (policed daily). 5 days per wk
Walls spot cleaned to a height of 2 m. 1 day per wk
Chairs damp wiped. 3 days per wk
Carpets spot cleaned. 5 days per wk
High and Low Dusting to include vertical and horizontal cleaning of all room divider panels.
3 days per wk

FIREPLACE, BBQ PATIO, ATRIUMS, & OUTDOOR REST AREAS - APPA Level 1 FREQUENCY
All furniture will be cleaned, wiped clean. 5 days per wk All food preparation equipment will be cleaned, polished. 5 days per wk Floors, linoleum, tile, concrete, and deck surfaces will be swept and/or mopped.
5 days per wk
Tables, counters, sinks, and horizontal ledges will be dusted, wiped, and cleaned.
5 days per wk
Waste baskets, recycling bins will be emptied and cleaned 5 day per wk

PERFORMING ARTS THEATRES – APPA Level 1 FREQUENCY
Carpets will be vacuumed and spot cleaned. 5 days per wk Tiled and linoleum floors will be dust mopped
and damp mopped.
5 days per wk
Item: 14
728

Title: Civic Center Custodial and Janitorial Services
24 Waste receptacles will be emptied and
cleaned.
5 days per wk
Desks, counters, sills and ledges will be dusted. 5 days per wk White boards will be cleaned. 5 days per
wk
Floor grilles will be cleaned. 1 day per
month
Door glass and partition glass will be cleaned both sides. 3 days per wk
Horizontal and vertical blinds will be dusted. 2 times per year
Horizontal and vertical blinds will be removed and cleaned in the summer. Up to 2xs/year
Seats, chairs, furniture 3 days per
wk

COMPUTER LABORATORIES – APPA Level 1 FREQUENCY
Carpets will be vacuumed and spot cleaned. 5 days per wk Tiled and linoleum floors will be dust mopped and damp
mopped/washed.
5 days per wk
Waste receptacles will be emptied and cleaned. 5 days per wk Desks, counters, sills and ledges will be dusted and damp wiped. 5 days per wk Chalkboard ledges and erasers cleaned and damp wiped and chalk replenished or replaced.
5 days per week
Chalkboards will be completely cleaned and wiped. Up to 5 days/wk White boards will be cleaned. Up to 5 days/wk
Door glass and partition glass will be cleaned both sides. 3 days per wk Horizontal and vertical blinds will be dusted. 2 times per year Horizontal and vertical blinds will be spray cleaned in the summer. 2 times per year High and Low Dusting 3 days per wk

Item: 14
729

Title: Civic Center Custodial and Janitorial Services
25 GENERAL OFFICE SPACE – APPA Level 1 FREQUENCY
Tiled and linoleum floors will be dust mopped and damp mopped. 3 days per wk Carpets will be vacuumed and spot cleaned. 3 days per wk Wastebaskets and recycling bins will be emptied and cleaned. 5 days per wk Furniture and horizontal ledges will be dusted. 3 day per wk Finger marks will be removed from walls and partitions will be spot cleaned to a height of 2 m.
3 day per wk
Telephones will be cleaned and disinfected. 1 day per wk Horizontal and vertical blinds dusted. 2 times per year Horizontal and vertical blinds spray cleaned in the summer. 2 times per year High and Low Dusting 3 days per wk

PROJECT WORK FREQUENCY
Wash all walls in entrances, hallways and classrooms 1 time per year Hard surfaces scrubbed and recoated (two coats) 2 times per year Hard surfaces burnished 2 times per year
Hard surfaces stripped and refinished 1 time per year
Hard surfaces spray buffed 1 time per month
Wash walls in offices 1 time per year
Extraction clean all carpets 2 time per year
Vacuum and clean all fabric furniture, wash all vinyl/plastic furniture 2 time per year Wash all building outside perimeter windows 2 times per year All interior glass unless otherwise specified 2 times per year All supply, return and exhaust air diffuser grills will be vacuumed and washed
2 times per year
Clean and sanitize tables and chairs including tops and underneath surfaces, legs and arms including removing gum, etc.
2 times per year
Service rooms: Boiler, Electrical, Mechanical, communications rooms to be dusted, swept, and/or vacuumed.
1 time per month
High and Low Dusting 3 days per wk
Window Washing 1 time per wk
Item: 14
730

Title: Civic Center Custodial and Janitorial Services
26 Note: Not all areas will receive floor care at the frequencies noted and reductions may be made for low traffic areas and increase for high traffic areas.

APPA APPEARANCE LEVELS DEFINITIONS

Level 1 - Orderly Spotlessness

• Floors and base moldings shine and/or are bright and clean; colours are fresh. There is no buildup in corners or along walls
• All vertical and horizontal surfaces have a freshly cleaned or polished appearance and have no accumulation of dust, dirt, marks, streaks, smudges, or fingerprints. Light all work and fixtures are clean.
• Washroom and shower fixtures and tile gleam and are odor-free. Supplies are adequate. • Trash containers and pencil sharpeners hold only daily waste, are clean and odor-free.

Level 2 - Ordinary Tidiness

• Floors and base moldings shine and/or are bright and clean. There is no buildup in corners or along walls, but there can be up to two days worth of dust, dirt, stains, or streaks. • All vertical and horizontal surfaces are clean, but marks, dust, smudges, and fingerprints are noticeable upon close observation. Light all work and fixtures are clean. • Washroom and shower fixtures and tile gleam and are odor-free. Supplies are adequate. • Trash containers and pencil sharpeners hold only daily waste, are clean and odor-free.

Level 3 - Casual Inattention

• Floors are swept or vacuumed clean, but upon close observation there can be stains. A buildup of dirt and/or floor finish in corners and along walls can be seen. • There are dull spots and/or matted carpet in walking lanes. There are streaks or splashes on base molding.
• All vertical and horizontal surfaces have obvious dust, dirt, marks, smudges, and fingerprints.

Lamps all work and fixtures are clean.
• Trash containers and pencil sharpeners hold only daily waste, are clean and odor-free.

Item: 14
731

Title: Civic Center Custodial and Janitorial Services
27 Level 4 - Moderate Dinginess

• Floors are swept or vacuumed clean, but are dull, dingy, and stained. There is a noticeable buildup of dirt and/or floor finish in corners and along walls. • There is a dull path and/or obviously matted carpet in walking lanes. Base molding is dull and dingy with streaks or splashes.
• All vertical and horizontal surfaces have conspicuous dust, dirt, smudges, fingerprints, and marks. Lamp fixtures are dirty and some lamp (up to 5 percent) are burned out. • Trash containers and pencil sharpeners have old trash and shavings. They are stained and marked. Trash containers smell sour.

Level 5 - Unkempt Neglect

• Floors and carpets are dull, dirty, dingy, scuffed, and/or matted. There is a conspicuous buildup of old dirt and/or floor finish in corners and along walls. Base molding is dirty, stained, and streaked. Gum, stains, dirt, dust balls, and trash are broadcast. • All vertical and horizontal surfaces have major accumulations of dust, dirt, smudges, and fingerprint, all of which will be difficult to remove. Lack of attention is obvious. • Light fixtures are dirty with dust balls and flies. Many lamps (more than 5 percent) are burned out.
• Trash containers and pencil sharpeners overflow. They are stained and marked. Trash containers smell sour.

APPA Cleaning Standards

Item: 14
732

Title: Civic Center Custodial and Janitorial Services
28 Initially published by APPA in 1992 and now in its second edition, Custodial Staffing Guidelines covers five levels of clean used to assess facility appearance. The guide includes information on such specialized facilities areas as dormitories, health care facilities, and more. Thirty-three room categories in all are covered by the APPA staffing guidelines. The Custodial Staffing Guidelines are based upon the feedback of hundreds of individuals and institutions and have been in use for over two decades by an ever- increasing number of institutions to validate staffing requirements at institutions in higher education as well as K-12, and to justify the need for custodial budgets.

APPA, is the association of choice serving educational facilities professionals. An international association dedicated to maintaining, protecting, and promoting the quality of educational facilities, APPA represents more than 1,500 learning institutions serving over 4,700 individuals.

LEED-EB – Leadership in Energy and Environmental Design for Existing Buildings.

LEED for Existing Buildings establishes a set of performance standards for the sustainable upgrades and operation of existing buildings. Institutions can earn up to two LEED points for using APPA's guidelines as part of the Quality Cleaning section of LEED’s Operations and Maintenance guide to determine the appearance level of the facility.

Item: 14
733

Title: Civic Center Custodial and Janitorial Services
29 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 or as listed in the Scope of Maintenance Services and the schedule below.

Position/ Services Provided Schedule
(Weekdays
and Non-
Holidays
Monday -
Friday)
Day Porter 1 8:00 AM -
4:30 PM
Day Porter 2 9:00 AM -
5:30 PM
Working Supervisor/Custodian 6:00 PM -
2:30 AM
Custodian 1 6:00 PM -
2:30 AM
Custodian 2 6:00 PM -
2:30 AM
Custodian 3 6:00 PM -
2:30 AM

Item: 14
734

Title: Civic Center Custodial and Janitorial Services
30 7. EXHIBIT "C" - COMPENSATION

7.1. EXHIBIT "C" - COMPENSATION
Contractor 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 MILLION ONE HUNDRED EIGHTY- TWO THOUSAND NINETY-TWO DOLLARS ($1,182,092.00) billed on a monthly basis utilizing the following rates.

Position/ Services Provided Schedule
(Weekdays and
Non-Holidays
Monday - Friday)
Monthly Rate Annual Not-to
Exceed Cost
Day Porter 1 8:00 AM - 4:30 PM $ 5,500.00 $ 66,000.00 Day Porter 2 9:00 AM - 5:30 PM $ 5,500.00 $ 66,000.00 Working Supervisor/Custodian 6:00 PM - 2:30 AM $ 5,653.00 $ 67,836.00 Custodian 1 6:00 PM - 2:30 AM $ 5,348.00 $ 64,176.00 Custodian 2 6:00 PM - 2:30 AM $ 5,348.00 $ 64,176.00 Custodian 3 6:00 PM - 2:30 AM $ 5,348.00 $ 64,176.00 Total Annual Cost $ 392,364.00
Total 3- Year Term $ 1,177,092.00
Extra Work $ 5,000.00
Total Not to Exceed (Years 1-3) $ 1,182,092.00

Extra Work outside of monthly services shall not exceed $5,000 and shall be performed using the following hourly rates:

Position/ Services Provided Hourly Rate
Day Porters (Normal Rate) $ 18.54
Day Porter (Overtime Rate) $ 27.81
Custodians/ Night Crew (Normal Rate) $ 18.03 Custodians/ Night Crew (Overtime Rate) $ 27.04 Floor/ Utility (Normal Rate) $ 20.60
Floor/ Utility (Overtime Rate) $ 30.90
Item: 14
735

Title: Civic Center Custodial and Janitorial Services
31 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.

Item: 14
736

Title: Civic Center Custodial and Janitorial Services
32 8. EXHIBIT "D" - INSURANCE REQUIREMENTS

8.1. EXHIBIT "D" - INSURANCE REQUIREMENTS

1.1.1 Time for Compliance. Contractor 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, Contractor shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the City that the subcontractor 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 Contractor, 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, Contractor 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 not 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) Contractors Pollution Liability: Contractors Pollution Liability Insurance covering all of the contractor’s operations to include onsite and offsite coverage for bodily injury (including death and mental anguish), property damage, defense costs and cleanup costs with minimum limits of $5,000,000 per loss and $10,000,000 total all losses. The policy shall contain no endorsements or provisions limiting contractual liability or coverage for cross liability of claims or suits by one insured against another.

1.1.3 Endorsements. Required insurance policies shall contain the following provisions, or Contractor shall provide endorsements on forms approved by the City to add the following provisions to the insurance policies:
(A) Commercial General Liability
Item: 14
737

Title: Civic Center Custodial and Janitorial Services
33 (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. For all policies of Commercial General Liability insurance, Contractor 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.

Additional Insured Endorsements shall not (1) be restricted to “ongoing operations”; (2) exclude “contractual liability”; (3) restrict coverage to “sole” liability of Contractor; or (4) contain any other exclusions contrary to the terms or purposes of this Agreement. (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) 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 required 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 Contractor or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Contractor hereby waives its own right of recovery against the City, its officials, officers, employees, agents and volunteers and shall require similar written express waivers and insurance clauses from each of its subcontractors.

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 Contractor, concurrently with the execution of the Agreement, and as a condition precedent to the effectiveness thereof, shall deliver either certified Item: 14
738

Title: Civic Center Custodial and Janitorial Services
34 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, Contractor 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 Contract 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 Contractor or City will withhold amounts sufficient to pay premium from Contractor payments. In the alternative, City may cancel this Agreement.

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). Contractor acknowledges and agrees that actual or alleged failure on the part of the City to inform Contractor of non-compliance with any requirement imposed no additional obligation on the City nor does it waive any rights hereunder.

1.1.11 Requirements Not Limiting. Requirement of specific coverage or limits contained in this section 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 Subcontractors. Contractor shall include all subcontractors engaged in any work for Contractor relating to this Agreement as additional insureds under the Contractor’s policies, or the Contractor shall be responsible for causing subcontractors to purchase the appropriate insurance in compliance with the terms of these Insurance Requirements, including adding the City, its officials, officers, employees, agents and volunteers as Additional Insureds to the subcontractor’s policies. All policies of Commercial General Liability insurance provided by Contractor’s subcontractors 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. Contractor shall not allow any subcontractor to commence work until it has received satisfactory evidence of subcontractor’s compliance with all insurance requirements under this Agreement, to the extent applicable. The Contractor shall provide satisfactory evidence of compliance with this section upon request of the City.

Item: 14
739

Exhibits List
A - Request_For_Proposals_For_Civic_Center_Custodial_and_Janitorial_Services (dragged)

Item: 14
740

Exhibit A

Request_For_Proposals_For_Civic_Center_Custodia
l_and_Janitorial_Services (dragged)

Item: 14
741

Request for Proposal (RFP) #TBD
Title: Request For Proposals For Civic Center Custodial and Janitorial Services 42 8. Pricing Proposal

COMPENSATION
Schedule (Weekdays and Non-Holidays Monday - Friday)
Line Item Position/ Services
Provided
Schedule
(Weekdays
and Non-
Holidays
Monday -
Friday)
Quantity Unit of
Measure
Unit Cost Total
1 Day Porter 1 8:00 AM -
4:30 PM
1 Monthly
Rate

2 Day Porter 2 9:00 AM -
5:30 PM
1 Monthly
Rate

3 Working
Supervisor/Custodian
6:00 PM -
2:30 AM
1 Monthly
Rate

4 Custodian 1 6:00 PM -
2:30 AM
1 Monthly
Rate

5 Custodian 2 6:00 PM -
2:30 AM
1 Monthly
Rate

6 Custodian 3 6:00 PM -
2:30 AM
1 Monthly
Rate

TOTAL

EXTRA WORK OUTSIDE OF MONTHLY SERVICES SHALL NOT EXCEED $5,000 Line Item Description Quantity Unit of
Measure
Unit Cost Total
1 Porters (Normal Rate) 1 Hourly Rate
2 Porters (Overtime Rate) 1 Hourly Rate
3 Custodians/ Night Crew (Normal Rate) 1 Hourly Rate
4 Custodians/ Night Crew (Overtime
Rate)
1 Hourly Rate
Item: 14
742

Request for Proposal (RFP) #TBD
Title: Request For Proposals For Civic Center Custodial and Janitorial Services 43 Line Item Description Quantity Unit of
Measure
Unit Cost Total
5 Floor/ Utility (Normal Rate) 1 Hourly Rate
6 Floor/ Utility (Overtime Rate) 1 Hourly Rate
TOTAL

Item: 14
743

Attachment 2
Item: 14
744

Crown Facility Services Contact #1: Contact #2: Contact #4:

Agency:

South Orange County
Wastewater Authority
Mission Viejo Christian
School Runyon Group
Contact Info: Jeanette Cotinola Lary Chambers Carolina McGilvra (949) 234-5430 (949) 310-5856 (805) 338-1648

QUESTIONS RESPONSE RESPONSE RESPONSE

1. What were the services
performed? Janitorial Services Janitorial Services Janitorial Services

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

3. Did the firm meet all
deadlines? (Yes/No) Yes Yes Yes

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 No No

6. Do you have any additional
comments or information
regarding your experience with
the firm?
Quality of work good. Staff communicates well. None
DATE: 5/15/2025

CITY OF LAKE FOREST

DEPARTMENT OF PUBLIC WORKS

CIVIC CENTER DAY PORTER AND JANITORIAL SERVICES REFERENCE CHECK Item: 14
745

CITY COUNCIL AGENDA REPORT
MEETING DATE: 6/17/2025
DEPARTMENT: City Manager
SUBJECT:

APPROVAL OF FIRST AMENDMENT TO SUBDIVISION IMPROVEMENT
AGREEMENT FOR TRACT NO. 19124
RECOMMENDED ACTION(S):

1. Approve the First Amendment to the Subdivision Improvement Agreement for Completion of Public/Private Improvements for Tract No. 19124.

2. Authorize the Mayor to sign, and Clerk to Attest, the First Amendment to the Subdivision Improvement Agreement.

EXECUTIVE SUMMARY:

On August 17, 2021, the City Council approved Final Tract Map No. 19124 for a nine-lot subdivision on the former Nakase Nursery site located at 20261 Lake Forest Drive, including Lot 7 for an affordable senior housing project. In conjunction with the map approval, the City entered into a Subdivision Improvement Agreement (“SIA”) with Toll West Inc. dba Toll Brothers West Inc. (“Toll”) (Attachment 1, Exhibit A).

Toll has now requested that Lot 7 be released from the scope of the original agreement (Attachment 2). While improvements on Lot 7 have been completed, the continued inclusion of this lot in the agreement is no longer necessary from Toll’s perspective and creates administrative and title-related complications. The proposed First Amendment removes Lot 7 from the scope of the SIA. All other lots remain fully subject to its terms.

BACKGROUND:

On August 17, 2021, the City Council approved Final Tract Map No. 19124, which established a subdivision consisting of 9 numbered lots and 28 lettered lots on the former Nakase Nursery site located at 20261 Lake Forest Drive. The numbered lots were designated for various uses, including single-family residential development (Lots 1–5), affordable senior housing (Lot 7), public parks (Lots 6 and 9), and a potential school site (Lot 8). Of the 28 lettered lots, three were designated for private streets, 21 for open space and landscaping, Item: 15
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and four for public streets. All streets and open space lots are maintained by the Homeowners Association (HOA).

On March 9, 2023, Saddleback Valley Unified School District (“SVUSD”) notified the City and Toll that a new school would not be pursued. Pursuant to the Development Agreement, SVUSD’s rejection of the site allowed Toll to build additional homes on the site. In addition, when the SIA was approved by the City Council, it was anticipated there would be public streets because of the school site. Since the school district declined the school site, all streets became private and there are no public streets.

As part of the City Council’s approval of the Final Tract Map, Toll was required to enter into a SIA with the City. The SIA requires Toll to construct and complete public and private improvements such as streets and storm drains for the tract. It also requires Toll to provide bonds to the City as security if the work is not completed. The Agreement was recorded against the entire tract.

DISCUSSION:

Toll partnered with C&C to develop the affordable senior housing units on Lot 7.

C&C has since completed all required improvements on Lot 7. However, because Lot 7 is still encumbered by the Subdivision Improvement Agreement, it has created a title issue that is now affecting C&C’s ability to secure permanent financing for that site.

Toll approached City staff with a request to remove Lot 7 from the SIA (Attachment 2). Section 20.5 of the original SIA permits modifications upon mutual written consent. The proposed First Amendment removes Lot 7 from the scope of the SIA. All other lots within Tract No. 19124 will remain fully subject to the terms and obligations of the SIA, ensuring that the public/private improvements are completed by Toll, as required.

This amendment clarifies the parties’ obligations and resolves administrative issues without affecting the City’s ability to enforce completion of the remaining improvements.

FISCAL IMPACT:

There is no fiscal impact to the City. The proposed amendment facilitates private financing and does not alter the City’s responsibilities or obligations under the original SIA.

Item: 15
747

ATTACHMENTS:

1. First Amendment to Subdivision Improvement Agreement for Tract No. 19124

2. Letter from Toll
Initiated By: Adrian Grijalva, Economic Development/Housing Manager Submitted By: Keith Neves, Assistant City Manager
Approved By: Debra Rose, City Manager
Item: 15
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ATTACHMENT 1
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ATTACHMENT 2
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Item: 15
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CITY COUNCIL AGENDA REPORT
MEETING DATE: 6/17/2025
DEPARTMENT: Economic Development
SUBJECT:

LAKE FOREST CHAMBER OF COMMERCE CONTRACTUAL SERVICES

AGREEMENT
RECOMMENDED ACTION(S):

1. Approve a Contractual Services Agreement between the City of Lake Forest and Lake Forest Chamber of Commerce for Business Development and Attraction Services for Fiscal Year 2025-26 and 2026-27.

2. Authorize the Mayor to sign, and the City Clerk to attest, the Contractual Services Agreement between the City and the Lake Forest Chamber of Commerce.

EXECUTIVE SUMMARY:

The City of Lake Forest’s (“City”) Contractual Services Agreement (“Current Agreement”) with the Lake Forest Chamber of Commerce (“Chamber”) expires on June 30, 2025. The Lake Forest Chamber of Commerce Ad-Hoc Committee (“Ad-Hoc Committee”), formed on June 1, 2021 (Attachment 1), met to provide a recommendation for Fiscal Year (“FY”) 2025-26 and FY 2026-27 events and services.

The Chamber desires to continue providing services in support of the local business community to the City. Consistent with past practice, the Chamber provided its Annual Report (Attachment 2) and prepared a Business Proposal (“Proposal”) for consideration (Attachment 3). Staff recommend the City Council approve the New Agreement between the City and the Chamber for Business Development and Attraction Services in the not-to-exceed amount of $88,461.45 (Attachment 4). The Agreement outlines the payment of $42,735 for services for FY 2025-26, and a Consumer Price Index (“CPI”) adjustment for services for FY 2026-27.

The 2025-2027 Operating Budget includes sufficient funding to cover the costs of the recommended actions.

Item: 16
788

BACKGROUND:

Since January 2010, the City, on an annual basis, has entered into an agreement with the Chamber for business services. The arrangement has proven effective in reinforcing the City’s provision of a wide range of business events and services.

As part of its contractual relationship with the City, the Chamber plans and implements cosponsored business events and actively promotes Lake Forest businesses.

Ad-Hoc Committee:

On June 1, 2021, the City Council voted to form an Ad-Hoc Committee. The Ad- Hoc Committee was formed to serve as a liaison to the Chamber of Commerce Board of Directors as well as to review the contractual performance indicators on a periodic basis. During this review, the Ad-Hoc Committee was comprised of Mayor Voigts and Mayor Pro Tem Pequeno.

DISCUSSION:

Chamber Proposal for FY 2025-27:

The Chamber desires to continue providing business services to the City in FY 2025-26 and 2026-27. Consequently, and consistent with past practice, the Chamber prepared a Proposal for consideration. The Proposal identifies the Chamber’s priorities and goals for the upcoming FY. The Chamber’s goals include fundraising, augmenting tools and resources that help Lake Forest businesses grow their operations (e.g., leadership and mentorship programs), expanding business education programs, and undertaking activities that contribute to overall economic prosperity in Lake Forest.

The Ad-Hoc Committee concluded that the Chamber met or exceeded its obligations in the current Standard Agreement and provided excellent service to the City and the business community in support of economic development efforts. Additionally, the Ad-Hoc Committee was in favor of adjusting funding levels based on a CPI adjustment and recommends extending the Standard Agreement to a two-year Agreement that is in line with the City’s Two-Year Operating Budget.

Proposed Contractual Services Agreement:

The Scope of Services in the proposed New Agreement outlines the roles and responsibilities of the Chamber and City in fulfillment of these efforts. The terms largely mirror those specified in the Current Agreement. The proposed Agreement includes an increase in requested City Contributions. The increase in Item: 16
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requests for funds is based upon the Chamber’s budget for the prior Fiscal Year and adjusted for inflation utilizing the Consumer Price Index (“CPI”).

A breakdown of the services and corresponding City contributions are provided in table 1 below:

Table 1: FY 2025-26 Proposed City Contributions
Event/Services Current
Agreement City
Contribution
Proposed City Contributions
(FY 25-26)
Multi-Chamber
Mega Mixer
$2,100 $2,140
Legislative
Luncheon
$3,800 $3,865
Elf Yourself 5K
Charity Run
Use of Sports Park
& Barricades and
Approval of B&W
Use of Sports Park & Barricades
Approval of B&W; Joint City-Chamber
Promotion, including Ad in City Leaflet
Business
Appreciation
Luncheon
15,000 $15,260
B&W Garden at
Tree Lighting
Bar Rental Bar Rental
New Business
Reception
$1,700 $1,730
Career
Workshop/Job Fair
$3,700 $3,765
Meet the
Mayor/State of the
City
$8,500 $8,645
Business Seminar
& Expo
$4,500 $4,580
Social Media
Workshop
$1,700 $1,730
Women In
Business Event
Use of Community
Center & Approval
of B&W
Use of Rooms/Approval of B&W
B&W Gardens at
Concerts (1)
Canopy Rental &
Barricades
Canopy Rental & Barricades
B&W Gardens at
Concerts (2)
Canopy Rental &
Barricades
Canopy Rental & Barricades
B&W Gardens at
Concerts (3)
Canopy Rental &
Barricades
Canopy Rental & Barricades
Coffee Chats (twice
monthly)
$1,000 $1,020
Chamber Board
Meetings
Hickory Conference
Room – Quarterly
Use
Hickory Conference Room – Quarterly Use
Item: 16
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Total: $42,000 $42,735
As demonstrated in Table 1, the New Agreement includes a slight increase in requested funds. In addition, staff would escalate the FY 2026-27 contribution based on a CPI adjustment; however, the two-year agreement would not exceed $88,461.45. The Scope of Services and the proposed New Agreement are attached for the City Council’s consideration.

Conclusion:

The City’s partnership with the Lake Forest Chamber of Commerce provides services that allow the City to reach a greater number of Lake Forest businesses.

The collaborative partnership provides the Lake Forest business community with greater access to seminars, events, and resources. If approved, staff would actively engage with Chamber leadership to ensure the successful implementation of the proposed New Agreement. Staff worked with the City Attorney’s office to prepare the proposed New Agreement for FY 2025-26 and FY 2026-27. At this time, staff recommend the City Council approve the New Agreement with the Chamber.

FISCAL IMPACT:

The proposed New Agreement with the Chamber includes a two-year term with a not-to-exceed compensation amount of $88,461.45. The 2025-2027 Operating Budget includes sufficient funds to cover the cost of the recommended actions.

ATTACHMENTS:

1. Meeting Minute Excerpt - June 1, 2021, City Council Meeting

2. Lake Forest Chamber of Commerce Annual Report

3. Lake Forest Chamber of Commerce Business Development Proposal

4. Lake Forest Chamber of Commerce Contractual Services Agreement FY 2025-27
Initiated By: Adrian Grijalva, Economic Development/Housing Manager Submitted By: Keith Neves, Assistant City Manager
Approved By: Debra Rose, City Manager
Item: 16
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ATTACHMENT 1
Item: 16
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LAKE FOREST CITY COUNCIL MINUTE EXCERPT PREPARED BY THE OFFICE OF THE CITY CLERK JUNE 1, 2021
Page No. 1

MINUTE EXCERPT

LAKE FOREST REGULAR CITY COUNCIL MEETING
JUNE 1, 2021, ITEM 15
____________________________________________________________

15. CONTRACTUAL SERVICES AGREEMENT WITH THE LAKE FOREST

CHAMBER OF COMMERCE

There were no public comments on this item.

City Manager Rose introduced this item.

Senior Management Grijalva gave a presentation and summarized the item.

Questions were asked and answered by staff.

MOTION: It was moved by Council Member Tettemer seconded by Council Member Moatazedi to approve $16,000 in contractual services for fiscal year 2021-2022 between the City and the Lake Forest Chamber of Commerce. All other requested funding can be discussed in the future with an Ad hoc Committee of the Council. The city’s budget can be amended at a later time, if necessary. The motion passed 5/0.

Item: 16
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ATTACHMENT 2
Item: 16
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Page 1 of 4 ends

Lake Forest City CouncilJune 17, 2025

Lake Forest City Council
June 17, 2025