Lake Forest City Council
April 7, 2026

AGENDA

LAKE FOREST CITY COUNCIL
Regular Meeting of the City Council
Tuesday, April 7, 2026
Public Session 6:30 p.m.

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

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

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

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

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

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

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

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

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

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

TRANSLATION SERVICE: Interpreters are available by request to members of the public that prefer to make their public comments in Spanish or Chinese. Requests for a translator need to be received by 8:00 a.m. the Monday before the scheduled City Council meeting. Such requests must be received via email at [email protected]
April 7, 2026 LAKE FOREST CITY COUNCIL AGENDA Page 1 Los intérpretes están disponibles previa solicitud para el público que prefiera hacer sus comentarios públicos en español o chino. Las solicitudes de traductor deben recibirse antes de las 8:00 a. m. del lunes anterior a la reunión programada del Concejo Municipal. Dichas solicitudes deben recibirse por correo electrónico a [email protected]
如果大眾願意用西班牙語或中文發表公開評論，我們可應要求提供口譯服務。需要在預定市議會會議之前的周一上
午 8:00 之前收到翻譯請求。此類請求必須透過電子郵件收到：[email protected] Rúguǒ dàzhòng yuànyì yòng xībānyá yǔ huò zhōngwén fābiǎo gōngkāi pínglùn, wǒmen kě yīng yā oqiú tígōng kǒuyì fúwù. Xūyào zài yùdìng shì yìhuì huìyì zhīqián de zhōuyī shàngwǔ 8:00 Zh īqián shōu dào fānyì qǐngqiú. Cǐ lèi qǐngqiú bìxū tòuguò diànzǐ yóujiàn shōu dào: translat [email protected]
CALL TO ORDER: 6:30 p.m.

Council Members: Mark Tettemer
Scott Voigts
Benjamin Yu
Mayor Pro Tem: Doug Cirbo
Mayor: Robert Pequeño
City Manager: Debra Rose
City Attorney: Matthew E. Richardson
City Clerk: Thy Merritt
PUBLIC SESSION: 6:30 p.m.

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

INVOCATION: The Invocation will be provided by Pastor Kathleen Bratun, The Connection Church.

PLEDGE OF ALLEGIANCE: The Pledge of Allegiance to the Flag of our Country to be led by Girl Scouts Troop #3616.

REPORT FROM STUDENT LIAISON: Report from Ethan Barro, Student Liaison from El Toro High School.

April 7, 2026 LAKE FOREST CITY COUNCIL AGENDA Page 2

1. COMMUNITY EMERGENCY RESPONSE TEAM PROGRAM
RECOMMENDED ACTION: Present Certificates of Completion to the graduates of the Community Emergency Response Team Program and Certificates of Participation to the volunteers in the disaster simulation exercise.

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

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

CONSENT CALENDAR (Item Nos. 2 – 8)
All matters listed under the Consent Calendar are considered routine and will be enacted by one vote. There will be no separate discussion of these items unless Members of the City Council, the public, or staff request specific items be removed from the Consent Calendar for separate action.

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

3. MINUTES OF THE REGULAR MEETING OF THE CITY COUNCIL HELD ON MARCH 17, 2026
RECOMMENDED ACTION: Approve as submitted.

4. THIRD AMENDMENT TO THE AGREEMENT WITH ECONOMICS, INC.

FOR SOLID WASTE CONSULTING SERVICES
RECOMMENDED ACTION: 1. Approve the Third Amendment to the Professional Consultant Services Agreement with EcoNomics, Inc., for Solid Waste Consulting Services. 2. Authorize the Mayor to sign, and the City Clerk to attest, the Third Amendment, substantially in the form attached.

April 7, 2026 LAKE FOREST CITY COUNCIL AGENDA Page 3 PRESENTATIONS (Item No. 1)

5. EARTH DAY PROCLAMATION
RECOMMENDED ACTION: Approve the proclamation designating Tuesday, April 22, 2026, as Earth Day in the City of Lake Forest

6. PROCLAMATION DECLARING APRIL 24, 2026, AS NATIONAL ARBOR DAY
RECOMMENDED ACTION: Approve a proclamation designating April 24, 2026, as National Arbor Day in the City of Lake Forest

7. AWARD OF PROFESSIONAL CONSULTANT SERVICES AGREEMENTS

FOR ON-CALL BUILDING AND SAFETY SERVICES
RECOMMENDED ACTION: 1. Award a Professional Consultant Services Agreement with 4LEAF, Inc. for On-Call Building and Safety Services over a three-year term in the amount of $500,000.00. 2. Authorize the Mayor to sign and the City Clerk to attest to the agreement with 4LEAF, Inc. substantially in the form attached. 3. Award a Professional Consultant Services Agreement with Bureau Veritas North America, Inc. for On-Call Building and Safety Services over a three-year term in the amount of $500,000.00. 4. Authorize the Mayor to sign and the City Clerk to attest to the agreement with Bureau Veritas North America, Inc. substantially in the form attached. 5. Award a Professional Consultant Services Agreement with Interwest Consulting Group, Inc. for On-Call Building and Safety Services over a three-year term in the amount of $500,000.00. 6. Authorize the Mayor to sign and the City Clerk to attest to the agreement with Interwest Consulting Group, Inc. substantially in the form attached.

8. NOTICE OF COMPLETION FOR MUSCO LIGHT REPLACEMENT
PROJECT (23P04)
RECOMMENDED ACTION: 1. Approve Contract Change Order No. 1 in the amount of $87,085.87. 2. Adopt a Resolution entitled: A RESOLUTION OF

THE CITY COUNCIL OF THE CITY OF LAKE FOREST, CALIFORNIA, April 7, 2026 LAKE FOREST CITY COUNCIL AGENDA Page 4 AMENDING 2025-2027 OPERATING BUDGET; AMENDING OPERATING APPROPRIATIONS FOR FISCAL YEAR 2025-26. 3. Find that Horizon’s Construction Co., International, Inc. has completed construction of the MUSCO LED Light Replacement Project (23P04). 4. Approve the Notice of Completion and authorize the Mayor to execute the document on behalf of the City. 5. Authorize the City Clerk to submit the Notice of Completion for recordation to the Office of the County Recorder of Orange County within fifteen days of the City Council approval, as required by Section 9204 of the California Civil Code. 6. Authorize staff to release any unencumbered retention in accordance with California law.

DISCUSSION/ACTION ITEMS (Item Nos. 9 – 12)
The following matters are for City Council consideration/discussion/action. Members of the public may have the opportunity to address these items if they wish to do so. Please complete the Request to Speak form and give to the City Clerk.

9. WASTE INFRASTRUCTURE SYSTEM ENTERPRISE AGREEMENT WITH

THE COUNTY OF ORANGE
RECOMMENDED ACTION: 1. Approve the Waste Infrastructure System Enterprise Agreement (“WISE Agreement”) with the County of Orange for municipal solid waste disposal rates and services. 2. Authorize the City Manager, or designee, to execute the agreement on behalf of the City and make minor modifications as necessary.

10. POTENTIAL REUSE OF WHISPERING HILLS PARK SITE
RECOMMENDED ACTION: 1. Authorize Staff to move forward with the Municipal Park Abandonment Law (“MPAL”) and the Surplus Land Act (“SLA”) process to facilitate reuse of the Whispering Hills Park Site. 2. Receive and file.

11. PROTECTED-PERMISSIVE LEFT-TURN PHASING PROJECT PHASE 2 RECOMMENDED ACTION: Direct staff to remove the Phase 2 Protected- Permissive Left Turn Signal Improvements at the intersections of Alton Parkway/Catalina, Alton Parkway/Monarch, Bake Parkway/Towne Centre, and Lake Forest Drive/Towne Centre from the 2025-2032 Capital Improvement Plan
April 7, 2026 LAKE FOREST CITY COUNCIL AGENDA Page 5

12. STRATEGIC PLAN QUARTERLY UPDATE
RECOMMENDED ACTION: Receive and file.

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

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

Council Member
Tettemer:

Council Member Voigts:

Council Member Yu:

Mayor Pro Tem Cirbo:

Mayor Pequeño:

April 7, 2026 LAKE FOREST CITY COUNCIL AGENDA Page 6

ADJOURNMENT

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

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

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

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

Phone: (949) 461-3400. FAX (949) 461-3511
CERTIFICATION: I, Thy Merritt, City Clerk of the City of Lake Forest, California, hereby certify that the foregoing agenda was posted for public review at City Hall on April 2, 2026.

Thy Merritt
City Clerk
April 7, 2026

LAKE

FOREST CITY COUNCIL
AGENDA

CITY COUNCIL AGENDA REPORT
MEETING DATE: 4/7/2026
DEPARTMENT: Management Services
SUBJECT:

COMMUNITY EMERGENCY RESPONSE TEAM PROGRAM
RECOMMENDED ACTION(S):

Present Certificates of Completion to the graduates of the Community Emergency Response Team Program and Certificates of Participation to the volunteers in the disaster simulation exercise.

EXECUTIVE SUMMARY:

On March 28, 2026, 22 Lake Forest residents successfully completed the City’s 12th Community Emergency Response Team (“CERT”) Basic Training Program.

The CERT Program, a key component of the U.S. Department of Homeland Security’s Federal Emergency Management Agency (“FEMA”), focuses on community readiness, personal safety, and effective response in times of disaster.

This training is designed to empower citizens to respond to emergencies in their communities, helping to ensure safety and promote mutual aid in the aftermath of a crisis. The program emphasizes the principles of “people helping people” and doing the greatest good for the greatest number of people in the shortest amount of time.

The comprehensive CERT Basic Training Program equips participants with essential skills that enhance their ability to assist their neighbors and community during emergencies. The program consists of eight courses followed by a final simulation exercise that integrates the skills learned. The topics covered in the training include:

1. Disaster Preparedness

2. CERT Organization

3. Medical Operations (Part I and II)

4. Fire Safety and Utility Controls

5. Light Search and Rescue Operations

6. Disaster Psychology

7. Terrorism Awareness

8. Disaster Simulation
Item: 1
8 The final exercise of the CERT program is a disaster simulation, in which participants are tested on their knowledge and skills learned throughout the course. A key component of this simulation involves the use of volunteers acting as survivors of a large earthquake scenario. The volunteers portray individuals who have sustained injuries or are trapped in debris, requiring CERT-trained individuals to assess and assist them, simulating the real-life challenges of disaster response. This hands-on experience ensures that participants are prepared to manage critical situations and effectively provide aid in a high- pressure environment.

The City would like to recognize the volunteers as well as the 22 graduates of the 12th CERT Basic Training program.

FISCAL IMPACT:

There is no fiscal impact associated with the recommended action.

ATTACHMENTS:

1. Sample Certificate of Completion

2. Sample Certificate of Participation
Initiated By: Sharlyn de la Paz, Administrative Services Manager Submitted By: Sean McGovern, Deputy City Manager
Approved By: Debra Rose, City Manager
Item: 1
9 ATTACHMENT 1
Item: 1
10 CERTIFICATE OF COMPLETION

THE LAKE FOREST CITY COUNCIL

HEREBY RECOGNIZES
Name

FOR COMPLETING THE

CITY OF LAKE FOREST

COMMUNITY EMERGENCY RESPONSE TEAM

BASIC TRAINING
April 7, 2026
_______________________________
ROBERT PEQUEÑO
Mayor
__________________________

DOUG CIRBO
Mayor Pro Tem
__________________________

MARK TETTEMER
Council Member
__________________________

SCOTT VOIGTS
Council Member
__________________________

BENJAMIN YU
Council Member
Item: 1
11 ATTACHMENT 2
Item: 1
12 CERTIFICATE OF PARTICIPATION

THE LAKE FOREST CITY COUNCIL

HEREBY RECOGNIZES
Sample

FOR PARTICIPATING IN THE

COMMUNITY EMERGENCY RESPONSE TEAM
BASIC TRAINING FINAL EXERCISE “SURVIVOR”
April 7, 2026
_______________________________
ROBERT PEQUEÑO
Mayor
__________________________

DOUG CIRBO
Mayor Pro Tem
__________________________

MARK TETTEMER
Council Member
__________________________

SCOTT VOIGTS
Council Member
__________________________

BENJAMIN YU
Council Member
Item: 1
13 CITY COUNCIL AGENDA REPORT
MEETING DATE: 4/7/2026
DEPARTMENT: City Clerk
SUBJECT:

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

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

EXECUTIVE SUMMARY:

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

FISCAL IMPACT:

There is minimal fiscal impact associated with the recommended action.

ATTACHMENTS:

None.

Submitted By: Thy Merritt, City Clerk
Approved By: Debra Rose, City Manager
14 Item: 2
14 MINUTES OF A REGULAR MEETING

OF THE CITY COUNCIL OF THE CITY OF LAKE FOREST
The regular meeting of the City Council of the City of Lake Forest held Tuesday, March 17, 2026, at the Lake Forest City Council Chambers, 100 Civic Center Drive, Lake Forest, California, was called to order at 6:30 p.m. with all members present.

ROLL CALL:

Council Members:

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

City Manager: Debra Rose
City Attorney: Matthew E. Richardson
City Clerk: Thy Merritt
INVOCATION: The Invocation was provided by Pastor Vanessa Howard, South County Outreach.

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

PRESENTATIONS: (Item No. 1)
MOTION: It was moved by Council Member Voigts, seconded by Council Member Yu, to approve Presentation Item No. 1. The motion was carried by a vote of 5-0.

1. RECOGNITION OF 2025 COMMISSION CHAIRS
City Manager Rose introduced this item and invited City Clerk Merritt to provide a presentation. Margie Lancaster offered public comment.

ACTION: The 2025 Chairs of the Community Services, Traffic and Parking, and Planning Commissions were recognized.

PUBLIC COMMENTS:

Marcel Louis XIV thanked staff for the quick response via the City’s Ask Lake Forest Application (ALF), and thanked Captain Pultz with the Orange County Sheriff Department (OCSD) for keeping the city safe; expressed concerns with Cityside Fiber’s construction, the number of residents brought in by home construction, and Costco and the California Environmental Quality Act (CEQA).

Item: 3
15 March 17, 2026

LAKE FOREST CITY COUNCIL MEETING MINUTES Page 2 of 7
Jay Cost thanked Council and staff for their efforts with providing affordable housing and expressed concerns with the lack of it.

Pamela Estes thanked staff for the CDBG funds allocated to the Boys & Girls Clubs of Laguna Beach which services Saddleback Valley.

Sandra De Santiago provided service information for the Boys & Girls Clubs of Laguna Beach.

Mike Davison expressed concerns with the activities of the United States Immigration and Customs Enforcement agency and requested a response plan from the City.

Amy Stevens expressed concerns with e-bikes and requested the City provide safety education.

Randy Johnson thanked the City for the compost giveaway with CR&R, inquired if the City has a basketball league for residents over 55 years of age, and expressed his support for the United States Immigration and Customs Enforcement agency.

Mark Hermanson encouraged everyone to act with decorum during public comments.

April Josephson provided information on the Pet Adoption Center of Orange County.

Andrew O’Connor requested a proclamation for Irish culture.

CONSENT CALENDAR: (Item Nos. 2, 5 – 8)
Consent Calendar Item Nos. 3, 4, 9 and 10 were pulled for discussion.

MOTION: It was moved by Council Member Voigts, seconded by Council Member Yu, to approve Consent Calendar Item Nos. 2, and 5 – 8. The motion was carried by a vote of 5-0.

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

5. 2025 GENERAL PLAN ANNUAL PROGRESS REPORT
ACTION: Staff was authorized to submit the 2025 General Plan Annual Progress Report to the Governor's Office of Planning and Research and the State’s Housing and Community Development Department.

6. 2025 ANNUAL HOUSING ELEMENT PROGRESS REPORT
Item: 3
16 March 17, 2026

LAKE FOREST CITY COUNCIL MEETING MINUTES Page 3 of 7
ACTION: Staff was authorized to submit the 2025 Annual Housing Element Progress Report to the State Department of Housing and Community Development and the Governor's Office of Planning and Research.

7. FIRST AMENDMENT TO THE AGREEMENT WITH NIEVES LANDSCAPE, INC., FOR MEDIANS, PARKWAYS, AND SLOPES LANDSCAPE

MAINTENANCE
ACTION: 1. A First Amendment to the Agreement for Maintenance Services for Medians, Parkways, and Slopes Maintenance Services with Nieves Landscape, Inc. was approved 2. The Mayor was authorized to sign, and the City Clerk to attest, the First Amendment substantially in the form attached.

8. FIRST AMENDMENT TO THE AGREEMENT WITH NIEVES LANDSCAPE, INC., FOR PASSIVE PARKS LANDSCAPE MAINTENANCE
ACTION: 1. A First Amendment to the Agreement for Maintenance Services for Passive Parks Landscape Maintenance Services with Nieves Landscape, Inc. was approved 2. The Mayor was authorized to sign, and the City Clerk to attest, the First Amendment substantially in the form attached.

ITEMS PULLED FOR DISCUSSION: (Item Nos. 3 - 4 and 9 -10) STATEMENT READ INTO THE RECORD:

Council Member Voigts: There are warrants on the register to the County of Orange. I am an employee of the County of Orange, but I do not work for the department that generated the warrants. Because the County of Orange is a public agency and because I do not work for the departments in question, I have determined that I have a non-interest in these warrants and will vote on this item.

MOTION: It was moved by Council Member Voigts, seconded by Council Member Yu, to approve Consent Calendar Nos. 3 - 4 and 9 -10. The motion was carried by a vote of 5-0.

3. MINUTES OF THE REGULAR MEETING OF THE CITY COUNCIL HELD ON MARCH 3, 2026
Andrew O’Connor offered public comment and expressed concerns with comments made by Mayor Pequeño.

ACTION: Approved as submitted.

4. CERTIFICATION OF WARRANT REGISTER
Item: 3
17 March 17, 2026

LAKE FOREST CITY COUNCIL MEETING MINUTES Page 4 of 7
Andew O’Connor offered public comment and expressed concerns with various program costs.

ACTION: The warrant register in the amount of $4,910,976.84 was approved.

9. FOURTH AMENDMENT TO THE AGREEMENT WITH ORANGE COUNTY

YELLOW MANAGEMENT, LLC FOR SENIOR TAXI TRANSPORTATION

SERVICES
Mark Hermanson offered public comment and expressed his support for the program.

ACTION: 1. A Fourth Amendment to the Agreement with Orange County Yellow Management, LLC with a compensation amount of $345,543.62 for Senior Taxi Transportation Services was approved. 2. The Mayor was authorized to sign, and the City Clerk to attest, the Fourth Amendment to the Agreement with Orange County Yellow Management, LLC., substantially in the form attached.

10. FIFTH AMENDMENT TO THE PROFESSIONAL SERVICES AGREEMENT WITH INTERWEST CONSULTING GROUP, INC. FOR BUILDING AND

SAFETY SERVICES
Andrew O’Connor offered public comment and expressed concerns with the cost of the agreement.

ACTION: 1. A Fifth Amendment to the Professional Services Agreement with Interwest Consulting Group, Inc. (“Interwest”) for Building and Safety Services was approved. 2. The Mayor was authorized to sign, and the City Clerk to attest the Fifth Amendment to the Professional Services Agreement with Interwest, substantially in the form attached.

PUBLIC HEARING(S): (Item No. 11)

11. APPEAL OF THE PLANNING COMMISSION APPROVAL OF THE COSTCO WHOLESALE PROJECT (SITE DEVELOPMENT PERMIT 05-25-5800, USE PERMITS 05-25-5801 THROUGH -5803, PLANNED SIGN PROGRAM 05-25- 5804, AND PUBLIC CONVENIENCE OR NECESSITY DETERMINATION 12- 25-5850)
Mayor Pequeño opened the public hearing and invited City Clerk Merritt to explain the appeal procedures. City Manager Rose then introduced the item and invited Associate Planner Musler to provide a presentation. City Attorney Richardson provided comments on the public hearing and due process. Council Members confirmed that there were no ex parte communications. The appellant Chase Preciado from Lozeau Drury, LLP addressed the Council. The applicant Item: 3
18 March 17, 2026

LAKE FOREST CITY COUNCIL MEETING MINUTES Page 5 of 7
Dale Goldsmith with Armbruster Goldsmith & Delvac (AGD) representing Costco Wholesale (Costco) addressed the Council. Andrew O’Connor offered public comment and expressed concerns for the project. Tom Grable offered public comment and expressed his support for the project. The appellant Chase Preciado had no rebuttal testimony. Mayor Pequeño closed the public hearing.

Council questions were asked and answered.

MOTION: It was moved by Council Member Voigts, seconded by Council Member Yu, to: 1. Find that the project is exempt pursuant to Article 12 – Special Situations, Sec. 15183, Projects Consistent with a Community Plan, General Plan, or Zoning, which mandates that projects which are consistent with the development density established by existing zoning, community plan, or general plan policies for which an EIR was certified shall not require additional environmental review, except as might be necessary to examine whether there are project-specific significant effects which are peculiar to the project or its site; and

2. A Resolution entitled: A RESOLUTION OF THE CITY COUNCIL OF THE

CITY OF LAKE FOREST, CALIFORNIA, APPROVING SITE DEVELOPMENT PERMIT 05-25-5800 TO DEMOLISH THE EXISTING MOVIE THEATER BUILDING AND SITE IMPROVEMENTS AT 26602 TOWNE CENTRE DR AND CONSTRUCT A NEW 34-FT TALL, 165,068 GROSS SQ. FT. COSTCO

WHOLESALE RETAIL BUILDING TO INCLUDE SURFACE-LEVEL PARKING,

LANDSCAPING, SEASONAL OUTDOOR SALES AND DISPLAY AREAS, AND OTHER ASSOCIATED IMPROVEMENTS AND USE PERMIT 05-25-5803 FOR

EXCEPTIONS TO THE MIXED USE DEVELOPMENT STANDARDS AND
DETERMINING THE PROJECT TO BE EXEMPT FROM CEQA was adopted; and

3. A Resolution entitled: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LAKE FOREST, CALIFORNIA, APPROVING USE PERMIT 05-25- 5801 AND PUBLIC CONVENIENCE OR NECESSITY DETERMINATION 12-25- 5850 TO ALLOW FOR THE RETAIL SALE OF BEER, WINE, AND DISTILLED SPIRITS FOR OFF-SITE CONSUMPTION IN CONJUNCTION WITH A TYPE 21 LICENSE FOR COSTCO WHOLESALE AT 26602 TOWNE CENTRE DRIVE was adopted; and

4. Adopted a Resolution entitled: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LAKE FOREST, CALIFORNIA, APPROVING USE PERMIT 05- 25-5802 TO ALLOW FOR LIGHT AUTOMOTIVE REPAIR IN THE TIRE CENTER FOR COSTCO WHOLESALE AT 26602 TOWNE CENTRE DRIVE was adopted; and

5. Adopted a Resolution entitled: A RESOLUTION OF THE CITY COUNCIL OF

THE CITY OF LAKE FOREST, CALIFORNIA, APPROVING PLANNED SIGN PROGRAM 05-25-5804, MODIFYING THE EXISTING PLANNED SIGN Item: 3
19 March 17, 2026

LAKE FOREST CITY COUNCIL MEETING MINUTES Page 6 of 7
PROGRAM APPROVED UNDER PSP 10-17-5094 FOR PHASE 4 OF THE FOOTHILL RANCH TOWNE CENTRE (26562-26672 TOWNE CENTRE DRIVE) was adopted. The motion was carried by a vote of 5-0.

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

12. AGREEMENT WITH ORANGE COUNTY ANIMAL CARE FOR ANIMAL CARE

SERVICES
City Manager Rose introduced the item and invited Deputy City Manager Sean McGovern to provide a presentation. Al Zelinka, Director of Baker Tilly, also provided a presentation.

The following provided public comment in opposition of the proposed Agreement for Animal Care Services with Orange County Animal Care:

Mike Black
Marc Hedgpeth
Michael Mavrovouniotis
Randy Johnson
Jenna Olson
Eileen Purhan
April Josephson
Erika Williams
Joan Chapel
Julie Pearce
Mark Hermanson offered public comment and shared he believes further dialogue is needed before a decision should be made. Clarifying questions were asked and answered. Council Member Voigts requested adding an initiative to the City’s Strategic Business Plan regarding the possibility of contracting with Mission Viejo Animal Services for future animal care services.

STATEMENT READ INTO THE RECORD:

Council Member Voigts: This item involves an agreement with the County of Orange. I am an employee of the County of Orange, but I do not work for the department that generated the agreement. Because the County of Orange is a public agency and because I do not work for the department in question, I have determined that I have a non-interest in this item and will vote on this agreement.

MOTION: It was moved by Mayor Pequeño, seconded by Mayor Pro Tem Cirbo to 1. Receive and file a presentation from Baker Tilly Advisory Group summarizing findings of an animal care service review. 2. Approve and authorize the Mayor to sign the proposed Agreement for Animal Care Services with Orange County Animal Care. The motion was carried by a vote of 5-0.

Item: 3
20 March 17, 2026

LAKE FOREST CITY COUNCIL MEETING MINUTES Page 7 of 7

13. FISCAL YEAR 2026-27 DRAFT ACTION PLAN AND DRAFT EXPENDITURE

PLAN FOR THE COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM
City Manager Rose introduced the item and invited Assistant City Manager Neves to provide a presentation. Lauren Hahn with Families Forward offered public comment and thanked the City and City Council for their ongoing support and partnership. Stefanie Acevedo with Camino Health Center offered public comment and thanked the City and City Council for their support. Council Member questions were asked and answered.

MOTION: It was moved by Council Member Voigts, seconded by Council Member Tettemer to: 1. Approve the Fiscal Year (“FY”) 2026-27 Draft Action Plan for the Community Development Block Grant (“CDBG”). 2. Approve a 30- day public review and comment period and direct staff to return the item to City Council for final approval and adoption on May 5, 2026. The motion was carried by a vote of 5-0.

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

CITY COUNCIL COMMENTS:

Council Member Tettemer: Council Member Tettemer had nothing further to report.

Council Member Voigts: Council Member Voigts had nothing further to report.

Council Member Yu: Council Member Yu had nothing further to report.

Mayor Pro Tem Cirbo: Mayor Pro Tem Cirbo reported on his attendance at the City’s Audit Committee meeting with Council Member
Tettemer.

Mayor Pequeño: Mayor Pequeño had nothing further to report.

ADJOURNMENT: The Regular Meeting of the City Council was adjourned at 10:01 p.m.

Respectfully submitted:

APPROVED:

THY MERRITT ROBERT PEQUEÑO

CITY CLERK MAYOR
Item: 3
21 CITY COUNCIL AGENDA REPORT
MEETING DATE: 4/7/2026
DEPARTMENT: Public Works
SUBJECT:

THIRD AMENDMENT TO THE AGREEMENT WITH ECONOMICS, INC. FOR

SOLID WASTE CONSULTING SERVICES
RECOMMENDED ACTION(S):

1. Approve the Third Amendment to the Professional Consultant Services Agreement with EcoNomics, Inc., for Solid Waste Consulting Services.

2. Authorize the Mayor to sign, and the City Clerk to attest, the Third Amendment, substantially in the form attached.

EXECUTIVE SUMMARY:

The City of Lake Forest holds a Professional Consultant Services Agreement with EcoNomics, Inc. (“EcoNomics”) for solid waste consulting services (Attachment 1). The scope of work includes the procurement of a new solid waste agreement, implementation of the new agreement, and ongoing consulting services. On April 2, 2024, the City Council approved the First Amendment to the Agreement with EcoNomics which increased the total compensation under the Agreement by $165,000 for a total compensation amount of $512,440 (Attachment 2). On January 28, 2025, the City Council approved the Second Amendment to the Agreement with EcoNomics which increased the total compensation under the Agreement by $130,000 for a total compensation amount of $642,440 and extended the term to June 30, 2026 (Attachment 3).

The procurement of the new Solid Waste Agreement and the implementation of this new agreement is complete. Staff recommend approving a proposed Third Amendment to the Agreement with EcoNomics to extend the term under the Agreement to June 30, 2027, and increase compensation by $160,000 for a total not-to-exceed amount of $802,440 (Attachment 4). During the term extension, EcoNomics would continue providing on-call technical consulting services such as technical support during CalRecycle’s first comprehensive evaluation of the City’s Senate Bill 1383 implementation. The proposed Third Amendment was prepared by the Public Works Department and approved as to form by the City Attorney. The cost for professional services of a solid waste consultant is covered by the Regulatory Compliance Fee paid to the City by CR&R as Item: 4
22 stipulated in the Solid Waste Agreement. There are sufficient funds in Fiscal Year 2026-27 of the 2025-2027 Operating Budget to cover the costs of the recommended actions.

BACKGROUND:

On February 1, 2022, the City Council approved an initial three-year Professional Consultant Services Agreement with EcoNomics, Inc., to perform solid waste consulting services for the procurement of a new Solid Waste Agreement for Lake Forest and Laguna Hills. The scope of work includes the development of the request for proposal documents, the transition to the new solid waste agreement, and assistance in managing the new solid waste agreement. A summary of all Agreement modifications is presented in the Table 1 below. There is one term-extension remaining on the agreement.

Table 1: Agreement Modifications
Date Agreement Compensation Term/Scope
02/01/22 City Council approved initial
contract ("Attachment 1") $347,440
02/01/22 - 01/31/25
Agreement includes two optional
one-year extensions
04/02/24 City Council approved First
Amendment ("Attachment 2")
Increased
compensation by
$165,000
no change
01/28/25 City Council approved Second
Amendment ("Attachment 3")
Increased
compensation by
$130,000
02/01/22 - 06/30/26
First one-year optional extension.

Extended 17 months to align with
Solid Waste Agreement
DISCUSSION:

In 2022, the City Council awarded a consulting agreement to EcoNomics, Inc. for assistance in the joint procurement with the City of Laguna Hills of a new Solid Waste Agreement (“SWA”). The EcoNomics Agreement identifies four phases of work that include the development of procurement documents, technical evaluation of proposals and selection assistance, implementation of new Solid Waste Agreement, and on-call consulting services. All work is billed on a time and materials basis. The first three phases of the scope of work are complete.

The SWA with CR&R commenced on July 1, 2025, and EcoNomics focus transitioned to on-call technical assistance.

Item: 4
23 Staff recommend utilizing the last one-year optional extension to extend the agreement to June 30, 2027. During the extended term, EcoNomics would continue assisting the City with completing CalRecycle annual reporting such as the Form 303 Household Hazardous Waste Report, the Electronic Annual Report (“EAR”), and maintaining SB 1383 Implementation Records. EcoNomics also advises staff with state mandates, industry changes, and ensuring CR&R continues to meet the stipulations of the SWA.

In addition, the staff anticipates being contacted by the Jurisdiction and Agency Compliance and Enforcement (“JACE”) division of CalRecycle by December 2026 for a comprehensive evaluation of the City’s SB 1383 implementation.

JACE is required to conduct reviews of every jurisdiction in the state prior to December 31, 2026. The JACE evaluation includes a complete review of the City’s SB 1383 records and field visit audits of commercial, residential, and multi- family generators, commercial edible food generators, and City facilities. JACE will provide its findings, and the City will have an opportunity to provide feedback prior to the Final Findings Report.

As this is the first comprehensive review of SB 1383 implementation by CalRecycle, most agencies are receiving notices of violations. Following the review, the City will submit a Compliance Strategy Report to JACE to remedy any violations found. Staff anticipate the JACE evaluation to take a considerable amount of time and attention. EcoNomics estimates providing up to 250 hours at a cost of up to $40,000 in support of the JACE evaluation. The EcoNomics contract is on-call and billed on a time and materials basis. The City would only be charged for the assistance needed.

The proposed Third Amendment would extend the term of the agreement to June 30, 2027, and increase the compensation by $160,000 for a total not-to-exceed amount of $802,440. The increase includes $120,000 for phase 4 on-call consulting services and $40,000 for the anticipated JACE evaluation. The proposed amendment also includes a 3.01% CPI adjustment to EcoNomics’ hourly rates as allowed by the Agreement. Consultant costs are reimbursed by CR&R as part of the SWA. This would be the final extension of the Agreement and staff would conduct a Request for Proposals process in spring 2027.

Pursuant to the City’s Purchasing and Contract Guidelines, staff completed a vendor performance assessment. The vendor assessment 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. Utilizing an evaluation form, staff rated the consultant in each category. Table 2 below provides an overall summary of EcoNomics’ performance.

Item: 4
24 Table 2: Performance Assessment
EcoNomics, Inc. – Performance Review
February 1, 2022, through April 7, 2026
Category Unsatisfied – Very Satisfied
Performance of Scope of
Services
☐Unsatisfied ☐Satisfied ☒Very Satisfied
Timeliness ☐Unsatisfied ☐Satisfied ☒Very Satisfied
Budget Performance ☐Unsatisfied ☐Satisfied ☒Very Satisfied Customer Service ☐Unsatisfied ☐Satisfied ☒Very Satisfied Staff recommends the City Council approve the proposed Third Amendment to the Agreement (Attachment 4) with EcoNomics which would extend the term to June 30, 2027, and increase compensation by $160,000 for a total compensation of $802,440. The proposed Third Amendment was prepared by the Public Works Department and approved as to form by the City Attorney. Fiscal Year 2026-27 Operating Budget includes sufficient funding in the solid waste program to cover the extension.

FISCAL IMPACT:

The proposed Third Amendment to the Agreement with EcoNomics would add $160,000 for a total compensation amount of $802,440. As part of the Solid Waste Agreement, CR&R pays the City a Regulatory Compliance Fee. The cost for the professional services of a solid waste consultant is covered by these funds. There are sufficient funds in Fiscal Year 2026-27 of the 2025-2027 Operating Budget to cover the costs of the recommended actions.

ATTACHMENTS:

1. Professional Consultant Services Agreement with EcoNomics for Solid Waste Consulting Services

2. First Amendment to the Agreement with EcoNomics

3. Second Amendment to the Agreement with EcoNomics

4. Proposed Third Amendment to the Agreement with EcoNomics Initiated By: Rosalie Reyes, Management Assistant
Submitted By: Douglas Erdman, Director of Public Works/City Engineer Approved By: Debra Rose, City Manager
Item: 4
25 Attachment 1
Item: 4
26 Item: 4
27 Item: 4
28 Item: 4
29 Item: 4
30 Item: 4
31 Item: 4
32 Item: 4
33 Item: 4
34 Item: 4
35 Item: 4
36 Item: 4
37 Item: 4
38 Item: 4
39 Item: 4
40 Item: 4
41 Item: 4
42 Item: 4
43 Item: 4
44 Item: 4
45 Item: 4
46 Attachment 2
Item: 4
47 Item: 4
48 Item: 4
49 Item: 4
50 Item: 4
51 Item: 4
52 Item: 4
53 Item: 4
54 Attachment 3
Item: 4
55 SOLID WASTE AND RECYCLING CONSULTING SERVICES
2022- 002. 2)
City of Lake Forest
100 Civic Center Dr.

Lake Forest, CA 92630
Docusign Envelope ID: 666C457E- 83AE- 4A22- AAE4- 6CEE7188BE3C Item: 4
56 City of Lake Forest
Second Amendment to Professional Services Agreement
Solid Waste and Recycling Consulting Services
I. PARTIES AND DATE. ..............................................................................

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

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

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

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

Docusign Envelope ID: 666C457E- 83AE- 4A22- AAE4- 6CEE7188BE3C Item: 4
57 Title: Solid Waste and Recycling Consulting 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 EcoNomics, Inc. dba ECAL/ NOMICS, a Colorado Corporation ( Inc.) , with its principal place of business at 832 Camino Del Mar, Suite 1, Del Mar, CA 92014 (“ Consultant”). City and Consultant are sometimes individually referred to herein as “Party” and collectively as “Parties.” Docusign Envelope ID: 666C457E- 83AE- 4A22- AAE4- 6CEE7188BE3C 29 2025
JAN.

Item: 4
58 Title: Solid Waste and Recycling Consulting Services 4 2. RECITALS.

2. 1. Agreement
The Parties entered into that certain Agreement for Solid Waste Consulting Services dated February 1, 2022 (“ Agreement”).

2. 2. First Amendment
The Parties entered into that certain First Amendment to the Agreement dated April 9, 2024 (" First Amendment").

2. 3. Second Amendment
The Parties now desire to amend the Agreement in order to 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: 666C457E- 83AE- 4A22- AAE4- 6CEE7188BE3C Item: 4
59 Title: Solid Waste and Recycling Consulting 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 February 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:

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 SIX HUNDRED FORTY- TWO THOUSAND FOUR HUNDRED FORTY DOLLARS DOLLARS ($ 642, 440. 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. 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. 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: 666C457E- 83AE- 4A22- AAE4- 6CEE7188BE3C Item: 4
60 Title: Solid Waste and Recycling Consulting Services 6 4. SIGNATURES.

4. 1. SIGNATURES.

CITY OF LAKE FOREST EcoNomics, Inc. dba ECAL/ NOMICS
By: [ AUTHORIZED CITY SIGNATURE]
Scott Voigts
Mayor
By: [ VENDOR SIGNATURE 1]
William O' Toole
President
If Corporation, TWO SIGNATURES,
President OR Vice President AND Secretary
OR Treasurer REQUIRED]
ATTEST:

By: [ CITY CLERK SIGNATURE]
Lisa Berlund
City Clerk
By: [ VENDOR SIGNATURE 2]
Trevor S. Blythe
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: 666C457E- 83AE- 4A22- AAE4- 6CEE7188BE3C Item: 4
61 Title: Solid Waste and Recycling Consulting 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 SIX HUNDRED FORTY- TWO THOUSAND FOUR HUNDRED FORTY DOLLARS ($ 642, 440. 00).

Position
Hourly Rate
Original
Agreement)
Hourly Rate
Second Amendment)
President $ 225 232. 81
Vice President $ 175 181. 07
Legal $ 265 274. 20
Senior Director $ 165 170. 73
Director, Municipal Projects $ 150 155. 21
Associate Director $ 140 144. 86
Implementation Coordinator $ 100 103. 47
Intern $ 75 77. 60
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: 666C457E- 83AE- 4A22- AAE4- 6CEE7188BE3C Item: 4
62 Attachment 4
Item: 4
63 SOLID WASTE AND RECYCLING CONSULTING SERVICES
(2022-002.3)
City of Lake Forest
100 Civic Center Dr.

Lake Forest, CA 92630



















Item: 4
64 City of Lake Forest
Third Amendment to Professional Consultant Services Agreement Solid Waste and Recycling Consulting Services
I. PARTIES AND DATE. ..............................................................................

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

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

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

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




















Item: 4
65 Title: Solid Waste and Recycling Consulting 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 EcoNomics, Inc. dba ECAL/NOMICS, a Colorado Corporation (Inc.) , with its principal place of business at 34185 Street of the Violet Lantern, Suite 104, Dana Point, CA 92629 (“Consultant”). City and Consultant are sometimes individually referred to herein as “Party” and collectively as “Parties.”



















Item: 4
66 Title: Solid Waste and Recycling Consulting Services 4 2. RECITALS.

2.1. Agreement
The Parties entered into that certain Agreement forSolid Waste and Recycling Consulting Services dated February 1, 2022 (“Agreement”).

2.2. First Amendment
The Parties entered into that certain First Amendment to the Agreement dated April 9, 2024 ("First Amendment").

2.3. Second Amendment
The Parties entered into that certain Second Amendment to extend the term of the Agreement, increase the total amount of compensation, and update the rates of compensation under the Agreement dated January 29, 2025 ("Second Amendment").

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



















Item: 4
67 Title: Solid Waste and Recycling Consulting 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 fr om February 1, 2022 to June 30, 2027, 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. 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 EIGHT HUNDRED TWO THOUSAND FOUR HUNDRED FORTY DOLLARS ($802,440) 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
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. 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.



















Item: 4
68 Title: Solid Waste and Recycling Consulting Services 6 4. SIGNATURES.

4.1. SIGNATURES.

CITY OF LAKE FOREST EcoNomics, Inc. dba ECAL/NOMICS
By: [AUTHORIZED CITY SIGNATURE]

Robert Pequeño
Mayor
By: [VENDOR SIGNATURE 1]

Trevor S. Blythe
President
[If Corporation, TWO SIGNATURES,
President OR Vice President AND Secretary
OR Treasurer REQUIRED]
ATTEST:

By: [CITY CLERK SIGNATURE]

Thy Merritt
City Clerk
By: [VENDOR SIGNATURE 2]

Trevor S. Blythe
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: 4
69 Title: Solid Waste and Recycling Consulting 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 EIGHT HUNDRED TWO THOUSAND FOUR HUNDRED FORTY DOLLARS ($802,440).

Position Hourly Rate
(Original Agreement)
Hourly Rate
(Second Amendment)
Hourly Rate
(Third Amendment)
Effective 7/1/2026
President $225 $232.81 $239.82
Vice President $175 $181.07 $186.52
Legal $265 $274.20 $282.45
Senior Director $165 $170.73 $175.87
Director, Municipal Projects $150 $155.21 $159.88
Associate Director $140 $144.86 $149.22
Implementation Coordinator $100 $103.47 $106.58
Intern $75 $77.60 $79.94

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: 4
70 CITY COUNCIL AGENDA REPORT
MEETING DATE: 4/7/2026
DEPARTMENT: Public Works
SUBJECT:

EARTH DAY PROCLAMATION
RECOMMENDED ACTION(S):

Approve the proclamation designating Tuesday, April 22, 2026, as Earth Day in the City of Lake Forest
EXECUTIVE SUMMARY:

The attached proclamation recognizes April 22, 2026, as Earth Day in the City of Lake Forest (Attachment). Senator Gaylord Nelson founded Earth Day in 1970.

Fifty-five years later observance of Earth Day continues to bring awareness and appreciation for the Earth’s natural environment and gain national support for environmental issues. Earth Day raises awareness that may ultimately help in the development of policies that protect our air, water, land, and wildlife. In past years, the City Council supported the conservation of natural resources and the protection of the environment not only by its proclamations recognizing April 22 as Earth Day, but also in its efforts to provide information and encourage recycling through programs such as:
• Solid waste recycling and green waste collection
• Annual residential and commercial recycling education • Household hazardous waste collection events
• Expand the Forest Program
• Drought tolerant plant installation
• Turf replacement
• Mulch installation in planters
Staff recommend the City Council approve a proclamation designating April 22, 2026, as Earth Day in the City of Lake Forest.

FISCAL IMPACT:

There is minimal impact associated with the recommended action.

Item: 5
71 ATTACHMENTS:

Proclamation Declaring April 22, 2026, as Earth Day in the City of Lake Forest Initiated By: Carole Langford, Administrative Specialist Submitted By: Douglas Erdman, Director of Public Works/City Engineer Approved By: Debra Rose, City Manager
Item: 5
72 ATTACHMENT
Item: 5
73 PROCLAMATION

THE LAKE FOREST

CITY COUNCIL

HEREBY PROCLAIMS

April 22, 2026

AS

“EARTH DAY”

ROBERT PEQUEŇO
MAYOR

DOUG CIRBO SCOTT VOIGTS

MAYOR PRO TEM COUNCIL MEMBER

BENJAMIN YU MARK TETTEMER

COUNCIL MEMBER COUNCIL MEMBER

Item: 5
74 CITY COUNCIL AGENDA REPORT
MEETING DATE: 4/7/2026
DEPARTMENT: Public Works
SUBJECT:

PROCLAMATION DECLARING APRIL 24, 2026, AS NATIONAL ARBOR DAY RECOMMENDED ACTION(S):

Approve a proclamation designating April 24, 2026, as National Arbor Day in the City of Lake Forest
EXECUTIVE SUMMARY:

The attached proclamation acknowledges the City of Lake Forest’s annual observance of National Arbor Day. National Arbor Day is most commonly celebrated on the last Friday in April, which in 2026 falls on Friday, April 24.

Arbor Day was first proposed as a tree-planting holiday in 1854 by J. Sterling Morton and was officially established as a state holiday in Nebraska in 1872 by Governor Robert W. Furnas. It is estimated that approximately one million trees were planted in Nebraska during the first Arbor Day celebration. By the 1920s, Arbor Day had evolved into a nationally recognized observance. National Arbor Day highlights the importance of planting, maintaining, and preserving trees, which contribute to clean air and water, provide cooling shade, support wildlife habitat, and enhance the natural beauty of the community. Staff recommend that the City Council approve a proclamation designating April 24, 2026, as National Arbor Day in the City of Lake Forest.

FISCAL IMPACT:

There is no fiscal impact associated with the recommended action.

ATTACHMENTS:

Proclamation Declaring April 24, 2026, as National Arbor Day in the City of Lake Forest
Initiated By: Carole Langford, Administrative Specialist Submitted By: Douglas Erdman, Director of Public Works/City Engineer Approved By: Debra Rose, City Manager
Item: 6
75 ATTACHMENT
Item: 6
76 PROCLAMATION

THE LAKE FOREST

CITY COUNCIL

HEREBY PROCLAIMS
April 24, 2026
AS
“NATIONAL ARBOR DAY”
ROBERT PEQUEŇO
MAYOR

DOUG CIRBO SCOTT VOIGTS

MAYOR PRO TEM COUNCIL MEMBER

BENJAMIN YU MARK TETTEMER

COUNCIL MEMBER COUNCIL MEMBER
Item: 6
77 CITY COUNCIL AGENDA REPORT
MEETING DATE: 4/7/2026
DEPARTMENT: Community Development
SUBJECT:

AWARD OF PROFESSIONAL CONSULTANT SERVICES AGREEMENTS FOR

ON-CALL BUILDING AND SAFETY SERVICES
RECOMMENDED ACTION(S):

1. Award a Professional Consultant Services Agreement with 4LEAF, Inc. for On- Call Building and Safety Services over a three-year term in the amount of $500,000.00

2. Authorize the Mayor to sign and the City Clerk to attest to the agreement with 4LEAF, Inc. substantially in the form attached.

3. Award a Professional Consultant Services Agreement with Bureau Veritas North America, Inc. for On-Call Building and Safety Services over a three-year term in the amount of $500,000.00

4. Authorize the Mayor to sign and the City Clerk to attest to the agreement with Bureau Veritas North America, Inc. substantially in the form attached.

5. Award a Professional Consultant Services Agreement with Interwest Consulting Group, Inc. for On-Call Building and Safety Services over a three- year term in the amount of $500,000.00

6. Authorize the Mayor to sign and the City Clerk to attest to the agreement with Interwest Consulting Group, Inc. substantially in the form attached.

EXECUTIVE SUMMARY:

Since incorporation in 1991, the City has utilized a consulting firm to provide Building and Safety services, including plan review, permit issuance, inspections, and counter services. In March, the City Council authorized six Building and Safety positions to transition from contract services to an in-house model.

Beginning in Fiscal Year 2026-27, City employees will provide permit issuance, inspections, and counter services directly.

On March 17, 2026, the City Council approved a Fifth Amendment to the Professional Services Agreement with Interwest to continue providing Building Item: 7
78 3
7 6
2 and Safety services through April 2027 (“Fifth Amendment”) during the in-house transition period. As the City transitions to in-house staffing, offsite plan check and stormwater compliance inspections will continue to require contracted support due to the need for specialized expertise and flexible resourcing.

On April 16, 2025, the City issued a Request for Proposals (“RFP”) for Building and Safety Services in accordance with the City’s Purchasing and Contracting Guidelines (“Purchasing Guidelines”). Following the RFP Evaluation process, staff recommends the City Council award three Professional Consultant Services Agreements for On-Call Building and Safety Services (“Agreements”) to 4LEAF (Attachment 1), Bureau Veritas (Attachment 2), and Interwest (Attachment 3) for an initial three-year term beginning May 1, 2026, with up to two one-year extensions. The proposed on-call Agreements would supplement contract Building and Safety services during the transition to in-house services and provide continued support of specialized services following the transition to in- house services. This approach ensures continuity of service while maintaining flexibility to transition work to other on-call providers as needed.

The not-to-exceed (“NTE”) compensation amount for each firm over the three- year term for on-call Building and Safety services is $500,000. Each Agreement provides the same scope services and NTE amount. The combined NTE across all three Agreements is $1,500,000. Services will be provided on an as-needed basis, billed on a time-and-materials basis, and will be subject to annual budget appropriations. The City would not be obligated to utilize the full contract amounts. Each proposed agreement includes a fixed annual adjustment to hourly rates of 3%, as shown in Exhibit “C” – Compensation in Attachments 1-3 and is included in the total NTE compensation amount for each firm.

Staff performed a reference check for the three firms, which provided generally positive reviews of all three firms’ services in other local agencies (Attachments 4-6).

There is sufficient funding in the 2025-2027 Operating Budget to cover the cost of the recommended action for the current fiscal year. The cost of these services is offset by permit fees. For the subsequent fiscal year (Fiscal Year 2026-27), staff will request additional funding during the mid-cycle budget review process.

The proposed Agreements were prepared by the Community Development Department and have been approved as to form by the City Attorney.

BACKGROUND:

The Community Development Department is responsible for administration of programs that guide the City’s growth and development. The Department includes the Planning, Housing, Code Enforcement, and Building and Safety Item: 7
79 3
7 6
2 divisions. The Building and Safety Division reviews construction plans, issues building permits, and provides inspection services for new construction and remodeling City-wide.

Since its incorporation in 1991, the City has utilized the services of a consulting firm to provide Building and Safety services to residents and businesses building new structures or improving property within the city. Willdan Engineering provided Building and Safety services for the City from 1991 to 2009, and Interwest Consulting Group, Inc. (“Interwest”) has provided the same services from 2009 to present.

In accordance with the City’s Purchasing Guidelines, the City has typically issued a new RFP every five years to ensure the provision of professional Building and Safety services at a competitive rate. Accordingly, the City Manager authorized staff to issue a Request for Proposals (“RFP”) for Building and Safety services on April 16, 2025.

The City Council adopted the City of Lake Forest 2025–2032 Strategic Business Plan (“Strategic Plan”) on June 3, 2025. The Strategic Plan includes Initiative SP #54 – Review of Contract Services vs. In-House Services, which directs staff to complete a due diligence assessment of the costs of continuing to provide certain municipal services through contracted personnel compared to providing the services by hiring City employees.

Following an in-depth analysis of contracted versus in-house Building personnel, the City Council authorized six Building and Safety positions to be added to the Classification Plan on March 3, 2026, to transition these services to an in-house model within the Community Development Department.

As the City transitions to in-house staffing, on-call consultant support remains necessary to provide continuity of service through backup coverage for City staff vacancies and through specialized services such as offsite plan check and stormwater compliance inspections.

DISCUSSION:

On April 16, 2025, staff initiated a competitive procurement process to solicit proposals for Building and Safety services for a three-year term with two optional one-year extensions. The solicitation was posted on OpenGov, the City’s electronic procurement management system, for three weeks. Following the City Council’s direction to authorize the six new in-house Building and Safety positions, staff utilized the results of the RFP to negotiate the proposed on-call support contracts.

Item: 7
80 3
7 6
2 The RFP received 799 public views, and 41 firms downloaded the files associated with the procurement. The City subsequently received technical proposals by the RFP deadline from seven firms:
4LEAF, Inc.
Bureau Veritas North America, Inc.
CCR Creative Counseling
Recruitment Firm, Inc.
CSG Consultants, Inc.
Interwest Consulting Group, Inc.
Transtech Engineers, Inc.
Willdan Engineering
Consistent with the City’s 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 consisted of the following staff:

Technical Proposal Review and Interview Evaluators
Director of Community Development, Community Development Assistant Director of Community Development, Community Development Assistant to the City Manager, City Manager’s Office
Deputy Director of Maintenance and Facilities, Public Works Environmental Manager, Public Works
Review Process:

The review process is comprised of three phases: the Technical Review of written proposals, the Qualifications Interview, and the Revised Cost Proposal evaluation. In accordance with the City’s Purchasing Guidelines, firms must receive an average of 60 points (60%) or higher in the Technical Review phase to advance to the Qualifications Interview phase of the process. As summarized below in Table 1, six firms scored at least a 60-point average score from the Technical Proposal Review phase and advanced to the interview phase.

Table 1: Technical Review Phase Scoring
Technical Review Rater
Firm
1 2 3 4 5
Score
(Max 100
Points)
4LEAF, Inc. 72 86.5 78.5 43 87 73.4
Bureau Veritas North
America, Inc. 67 79 73.5 72.5 70 72.4
CCR Creative Counseling
Recruitment
Firm, Inc.

16.5 30 9.5 25.5 10 18.3
CSG Consultants, Inc. 69 79.5 68 34 80 66.1
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2 Firm Technical Review Rater
Score
(Max 100
Points)
Interwest Consulting
Group, Inc. 82.5 87.5 72.5 66 92 80.1
Transtech Engineers, Inc. 69.5 72 59.5 48.5 78 65.5
Willdan Engineering 63 66 65 71.5 85 70.1
Pursuant to the City’s Purchasing Guidelines, the City invited the firms that scored a minimum of 60 points for an interview to discuss their respective approaches to the requested services.

Qualifications Interview and Cost Proposals
Per the RFP, cost proposals were requested in an hourly rate format for each position to allow for direct cost comparisons across all firms using a consistent 3- year labor estimate. At the conclusion of the Qualifications Interview process, the Selection Committee provided the firm with the opportunity to submit a Revised Cost Proposal.

Following the Qualifications Interviews and subsequent scoring by the Selection Committee, the Purchasing Coordinator reviewed the cost proposals. Table 2 reflects the aggregate score for each firm from the Qualifications Interview (160 points) and Cost Proposal Evaluation (40 points).

Table 2: Qualifications Interview and Cost Proposal Phase Scoring Technical Review Rater
Firm
1 2 3 4 5
Score
(Max 200
Points)
4LEAF, Inc. 174.4 176 168 179.2 183.2 176.16
Bureau Veritas North
America, Inc. 171.2 176.8 172.8 172 188 176.16
CSG Consultants, Inc. 123.4 113 97 107.4 145 117.16
Interwest Consulting
Group, Inc. 132.8 143.2 132.8 121.6 164.8 139.04
Transtech Engineers, Inc. 180.4 141.2 170.8 174 194.8 172.24 Willdan Engineering 130.6 124.2 97 109.8 136.2 119.56
Per the Selection Committee’s evaluations, 4LEAF, Inc. (“4LEAF”) and Bureau Veritas North America, Inc. (“Bureau Veritas”) received the highest scores. 4LEAF and Bureau Veritas demonstrated strong qualifications, relevant municipal Building and Safety experience, and sufficient staffing depth to provide responsive on-call services. Both firms clearly articulated their approach to integrating with City staff and maintaining continuity of service when requested.

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2 Additionally, while Interwest did not receive one of the top two scores, the firm demonstrated sufficient qualifications, competitive rates, and valuable institutional knowledge of the City’s Building and Safety operations. Staff determined that including Interwest as a third on-call provider reduces transition risk by ensuring continuity of service and immediate access to personnel familiar with the City’s operations.

Based upon the proposals received from all six firms, staff deemed the hourly rates for the three firms reasonable for on-call services.

Reference Check
Staff conducted a reference check with other local agencies that have utilized similar services from the firms 4LEAF (Attachment 4), Bureau Veritas (Attachment 5), and Interwest (Attachment 6). References for the firms yielded generally positive reviews attesting to the technical expertise and responsiveness of staff as well as the quality of work.

Based on the combined evaluation of written proposals, interviews, cost proposals, and reference checks, 4LEAF, Bureau Veritas, and Interwest were determined to provide the best overall value to the City. All three firms demonstrated strong municipal Building and Safety experience, competitive rates, and the staffing depth necessary to provide responsive on-call services when needed.

Compensation
The City has historically contracted consultants to perform offsite plan check and stormwater compliance inspections. This need will continue as the six in-house building and safety positions will not encompass these functions.

Staff recommends establishing a not-to-exceed (“NTE”) compensation amount of $500,000 per firm over the three-year term, which provides sufficient capacity for supplemental on-call services. Each Agreement provides the same scope of services and NTE amount.

The combined not-to-exceed compensation across all three Agreements is $1,500,000 over the initial three-year term. This amount represents a maximum potential expenditure across all three agreements and does not reflect guaranteed spending. Actual expenditures in any given fiscal year will remain subject to the annual budget appropriation and operational needs. The City is under no obligation to utilize the full compensation amount of the proposed Agreements.

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2 On March 17, 2026, the City Council approved a Fifth Amendment to the Professional Services Agreement with Interwest to continue providing Building and Safety services through April 2027 (“Fifth Amendment”). As such, staff anticipate that services under the Fifth Amendment will serve as the primary source of contract support during the one-year transition to in-house services.

The proposed on-call Agreements are intended to provide supplemental support for specialized services including offsite plan check and stormwater compliance inspections, as well as to address workload fluctuations and City staffing vacancies. These Agreements are not intended to serve as the primary service delivery model, as services under the Firth Amendment with Interwest will continue to serve as the primary source of contract support during the transition period.

The proposed on-call Agreements would supplement the contract Building and Safety services during the transition to in-house services and would provide continued support following the one-year transition period. This approach ensures continuity of service while maintaining flexibility to transition work to other on-call providers as City staffing levels increase.

One or more firms may be utilized concurrently or independently, depending on availability, specialization, and operational needs. Table 3 summarizes the estimated allocation of not-to-exceed compensation for on-call services across all three firms over the initial three-year term.

Table 3: Allocation of Not-to-Exceed Compensation for On-Call Services (3-Year Term, All Firms)
Service Rendered Estimated
Total Year 1
Estimated
Total Year 2
Estimated
Total Year 3
Estimated
Grand Total
Offsite Plan Check $240,000 $240,000 $240,000 $720,000
Stormwater
Compliance
Inspections
$24,000 $24,000 $24,000 $72,000
Part-Time Building
Inspector $96,000 $96,000 $96,000 $288,000
Deputy Building
Official $23,940 $23,940 $23,940 $71,820
Certified Access
Specialist (CASp) $2,200 $2,200 $2,200 $6,600
Additional
Contingency
(Fluctuations in
Volume, City Staff
$113,860 $113,860 $113,860 $341,580
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2 Service Rendered Estimated
Total Year 1
Estimated
Total Year 2
Estimated
Total Year 3
Estimated
Grand Total
Time Of and
Vacancies)
TOTAL NTE AMOUNT (ALL FIRMS, 3 YEARS) $1,500,000
Staff estimated annual expenditures of $264,000 for offsite plan check and stormwater compliance inspections. This is generally consistent with historical expenditures from May 2025 through February 2026 following the transition to an hourly compensation model for contracted Building and Safety services, as summarized in Table 4.

Table 4: Historical Offsite Plan Check and Stormwater Compliance Expenditures (May 2025 - February 2026)
Cost Component Total
Median Monthly Cost (Offsite Plan Check and
Stormwater Quality Inspections) $17,769
Annual Cost $213,228
In addition to offsite plan check and stormwater quality inspections, the proposed not-to-exceed (“NTE”) compensation includes contingency amounts that reflect the City’s transition to in-house staffing. These contingency amounts would allow the City to continue to provide adequate Building and Safety staffing levels, and support the in-house staff in the event of vacancies and workload fluctuations.

Beginning the first anniversary of the Agreements term date on May 1, 2027, and annually thereafter through April 30, 2029, each firm’s hourly rates increase by a fixed annual adjustment of 3% as shown in Exhibit “C” – Compensation in Attachments 1-3. Staff reviewed escalation assumptions proposed by each firm’s cost proposal, which ranged from fixed increases of 2.5% to 3% and CPI-based adjustments not to exceed 4%. Staff negotiated a standard 3% annual adjustment to represent a reasonable and consistent approach across all agreements. The overall NTE compensation of each Agreement is inclusive of the 3% increase over the three-year period.

Recommendation
Staff recommends the City Council award three Professional Consultant Services Agreements for On-Call Building and Safety Services (“Agreements”) to 4LEAF (Attachment 1), Bureau Veritas (Attachment 2), and Interwest (Attachment 3).

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2 The proposed on-call Agreements are separate from the City’s prior full-service Building and Safety contract and are intended solely to supplement in-house staffing on an as-needed basis.

Utilizing multiple firms provides operational flexibility, as the availability of experienced personnel may vary among firms during the contract term. This approach expands the pool of available personnel with diverse experience and allows the City to rapidly supplement staffing in response to workload fluctuations, during unexpected vacancies, or periods of increased building activity.

The proposed Agreements would allow the City to utilize the services of all three firms for an initial three-year period beginning May 1, 2026. Two optional one- year term extensions are subject to City Council authorization.

Consistent with the City’s Purchasing Guidelines, the Community Development Department prepared the Agreements and the City Attorney’s Office reviewed and approved the documents as to form.

FISCAL IMPACT:

The proposed Agreements establish a combined not-to-exceed compensation of $1,500,000 across three firms over an initial three-year term. Actual expenditures will be based on services utilized by the City on a time-and-materials basis. The City may utilize one or more firms concurrently or independently, depending on availability, specialization, and operational needs.

There is sufficient funding in the 2025-2027 Operating Budget to cover the cost of the recommended action for the current fiscal year. The cost of these services is offset by permit fees. For the subsequent fiscal year (Fiscal Year 2026-27), staff will request additional funding during the mid-cycle budget review process.

ATTACHMENTS:

1. Professional Consultant Services Agreement with 4LEAF, Inc. for On-Call Building and Safety Services

2. Professional Consultant Services Agreement with Bureau Veritas North America, Inc. for On-Call Building and Safety Services

3. Professional Consultant Services Agreement with Interwest Consulting Group, Inc. for On-Call Building and Safety Services

4. Reference Check for 4LEAF, Inc.

5. Reference Check for Bureau Veritas North America, Inc.

6. Reference Check for Interwest Consulting Group, Inc.

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2 Initiated By: Arianna Young, Management Analyst
Submitted By: Gayle Ackerman, Director of Community Development Approved By: Debra Rose, City Manager
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87 ATTACHMENT 1
ATTACHMENT 1
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88 ON-CALL BUILDING & SAFETY SERVICES
(2026-025)
City of Lake Forest
100 Civic Center Dr.

Lake Forest, CA 92630
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89 City of Lake Forest
Professional Consultant Services Agreement
On-Call Building & Safety Services
I. PARTIES AND DATE. ................................ ................................ ..............

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

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

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

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

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

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

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

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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 4LEAF, Inc., a California Corporation (Inc.) , with its principal place of business at 2126 Rheem Drive, Pleasanton, CA 94588 (“Consultant”). City and Consultant are sometimes individually referred to herein as “Party” and collectively as “Parties.” Docusign Envelope ID: 15DEE254-FDD7-4D5D-846B-EBA2AA0A83A0 ATTACHMENT 1
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4 2. RECITALS.

2.1. Consultant.

Consultant desires to perform and assume responsibility for the provision of certain professional on-call Building and Safety 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 on-call Building and Safety 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 on-call Building and Safety consulting services for the on-call Building and Safety project ("Project") as set forth in this Agreement.

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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 on-call Building and Safety consulting services necessary for the Project ("Services"). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations.

3.1.2 Term. The term of this Agreement shall be from May 1, 2026 to April 30, 2029, unless earlier terminated as provided herein. The City shall have the unilateral option, at its sole discretion, to renew this Agreement annually for no more than two (2) additional one-year terms. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines.

3.2. Responsibilities of Consultant.

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

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

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

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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: Marcus Johnson, CBO Director of Southern California Operations.

3.2.5 City's Representative. The City hereby designates Gayle Ackerman, Director of Community Development, 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 Marcus Johnson, CBO Director of Southern California Operations, 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: 15DEE254-FDD7-4D5D-846B-EBA2AA0A83A0 ATTACHMENT 1
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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: 15DEE254-FDD7-4D5D-846B-EBA2AA0A83A0 ATTACHMENT 1
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8 municipality, drainage district, or other local agency with jurisdiction over the location where the Services are to be conducted, regulating water quality and storm water discharges.

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

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

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

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

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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 FIVE HUNDRED THOUSAND DOLLARS ($500,000.00) 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: 15DEE254-FDD7-4D5D-846B-EBA2AA0A83A0 ATTACHMENT 1
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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: 4LEAF, Inc.
2126 Rheem Drive
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11 Pleasanton, CA 94588
ATTN: Marcus Johnson, CBO Director of Southern
California Operations
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 Docusign Envelope ID: 15DEE254-FDD7-4D5D-846B-EBA2AA0A83A0 ATTACHMENT 1
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12 notify Consultant of its intention to release Proprietary Information. Consultant shall have five (5) 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: 15DEE254-FDD7-4D5D-846B-EBA2AA0A83A0 ATTACHMENT 1
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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 4LEAF, Inc.

By: [AUTHORIZED CITY SIGNATURE]
Robert Pequeño
Mayor
By: [VENDOR SIGNATURE 1]
Gene Barry
Vice President
[If Corporation, TWO SIGNATURES,
President OR Vice President AND Secretary
OR Treasurer REQUIRED]
ATTEST:

By: [CITY CLERK SIGNATURE]
Thy Merritt
City Clerk
By: [VENDOR SIGNATURE 2]
Kevin Duggan
Secretary (Corporation or LLC)
APPROVED AS TO FORM:

By: [CITY ATTORNEY SIGNATURE]
Best Best & Krieger LLP
City Attorney
[CONTRACT ADMINISTRATOR APPROVAL]
[PROJECT MANAGER APPROVAL]
[CITY CLERK - INSURANCE APPROVAL]
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16 5. EXHIBIT "A" SCOPE OF SERVICES

5.1. EXHIBIT "A" SCOPE OF SERVICES
The services described herein are intended to provide supplemental Building and Safety support on an on-call, as-needed basis. The consultant shall make available qualified personnel to perform services at the request of the City to supplement City staff, provide specialized expertise, support operational continuity during staff absences or workload fluctuations, and provide offsite plan check services. The City does not guarantee any minimum amount of work under this agreement. The City may utilize City staff, other consultants, or a combination thereof to perform Building and Safety services.

GENERAL SERVICES
• Plan checking services for erosion control, building (architectural and structural), electrical, mechanical, and plumbing work;
• Permit issuance for building, electrical, mechanical, and plumbing work; • Managing/coordinating review of plans (for permits to be issued by the Building and Safety Division) by other Departments/Divisions, including routing of plans for plan checking (as appropriate, on a case-by-case basis), transmitting comments to permit applicants, and maintaining records of plan check comments;
• Inspection services for erosion control, building, electrical, mechanical, and plumbing work, including all work requiring a permit issued by the Building and Safety Division, as well as walls/fences, signs, parking lot striping, and other improvements shown on approved plans.

Inspectors will be required to verify consistency between approved plans and as-built projects as a standard practice with all inspections and to report any significant deviations to the Director or her/his designee prior to finaling permits;
• Building Official administration, resolution of complex Building Code issues, Building Code adoption including recommendation of code refinements;
• Assistance to the public at the counter within City Hall, online submittals through the EPL system (e.g. solar permits), and via phone and e-mail regarding City processes and code/permit requirements;
• Intake of plans for review;
• Review of conceptual plans for development proposals and preparation of plan review memoranda identifying significant code compliance deficiencies that may impact the project design and/or feasibility;
• Required use and ability to use the City’s permitting software to track all building and safety services based on City-established plan submittal and review, permit issuance, inspection, and record management processes;
• Assistance with the configuration, implementation, and ongoing support of the City’s permitting software;
• Coordination/cooperation with, and consultant to, Planning, Code Enforcement, Public Works, and other City staff regarding building, plumbing, mechanical, electrical codes, permitting requirements, permit/project/inspection status, and other related matters; Docusign Envelope ID: 15DEE254-FDD7-4D5D-846B-EBA2AA0A83A0 ATTACHMENT 1
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17 • Coordination with Planning, Code Enforcement, Public Works, and other City staff on all requirements for permit issuance, including compliance with conditions of approval; • Ongoing training for assigned personnel for full compliance with current building standards, software updates, etc.;
• Review and support of digital/electronic plan tracking and review, supporting when such services are available;
• Assign personnel with all materials, resources, and training necessary to conduct plan reviews, including a current copy of the applicable City amendments, policies, procedures, and forms; • Provision of City-approved mobile devices and mobile data plans compatible with the City’s permitting and land management system for building inspectors and personnel as needed; and • The firm and its contracted personnel maintain memberships with the International Conference of Building Officials (ICBO) and the International Code Council (ICC). _____________________________________________________________________________________

SPECIALIZED SERVICES
Hillside Development Review and Inspection:

Due to the location of new residential construction in the City’s hillside areas, the City anticipates plan check, permitting, and inspection activity relating to hillside grading, mechanically-stabilized earth (MSE) retaining walls, other soil retaining systems, and drainage. Responsibility for grading plan check, permitting, and inspections for grading and drainage was transferred to the City’s Public Works Department in 2012. However, the Building and Safety Division retains responsibility for reviewing soils reports, foundations, and retaining walls.

The Building and Safety consultant is required to have access to licensed professionals well-versed in geotechnical issues to provide plan checking of retaining walls, review of geotechnical reports, and any special inspections that may be needed. These professionals are expected to coordinate with Public Works Department staff on an as-needed basis regarding geotechnical matters.

Permitting System Use, Support, and Mobile Devices:

The City currently uses Enterprise Permitting & Licensing ("EPL") (previously known as EnerGov), a management software by Tyer Technologies for permits, plans, and inspections. EPL provides functionality for multiple City departments and divisions, including the Building and Safety Division, for tracking and managing project reviews, plan check submittals, permit issuance, and inspection activity.

The Building and Safety Services consultant will be required to use EPL, or any future replacement system, to track all building and safety services based upon City-established plan submittal and review, permit issuance, inspection, and record management processes. The consultant shall also assist City staff/consultants as requested with EPL permit, inspection, and fee configuration to support Building and Safety operations.

The consultant will be required to furnish its Building Inspectors with City-approved mobile devices with mobile data plans compatible with the City’s permitting and land management system, and to pay the annual software licensing and support fees for the mobile portion of the software. The consultant will also be responsible for the ongoing maintenance and replacement of the mobile devices if damaged or at “end-of-life.” The consultant’s mobile device “end-of-life” shall be aligned to the City’s IT equipment and device replacement standards, which most of the City’s end-user IT equipment is placed and refreshed every 3-4 years after purchase. EPL's mobile application (EnerGov IG Inspect app) currently requires tablet devices with Apple iOS, and the Mobile Software Licensing cost is approximately $700- Docusign Envelope ID: 15DEE254-FDD7-4D5D-846B-EBA2AA0A83A0 ATTACHMENT 1
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18 $800 per device per year. The consultant will be responsible for training and ensuring usage of such devices.

Electronic Plan Checking:

The City currently utilizes electronic plan checking services. The consultant shall support the City’s electronic plan review process and ensure that assigned plan check personnel are proficient in the use of Bluebeam Revu or other City-approved electronic plan review software. Plan reviews shall be conducted in accordance with the City’s established electronic plan submittal, review, and comment procedures and shall meet the maximum service delivery timeframes identified herein. _____________________________________________________________________________________ ON-CALL SERVICE ROLES:

The consultant shall make available qualified personnel for the following service roles on an on-call, as- needed basis. These personnel may be assigned by the City to perform services at City Hall, remotely, or at project sites depending on the City’s operational needs, provided however, that inspection staff will primarily work in the field. Lake Forest City Hall is open Monday through Thursday from 8:00 a.m. to 6:00 p.m. and Friday from 8:00 a.m. to 5:00 p.m., excluding 10 holidays annually [1]: City Hall is closed on: New Year’s Day, Martin Luther King Day, President’s Birthday, Memorial Day, Independence Day, Labor Day, Veteran’s Day, Thanksgiving Day, Friday after Thanksgiving, and Christmas Day. The consultant shall ensure that all personnel assigned to the City maintain sufficient ongoing training and continuing education to perform their assigned duties. Work under this agreement will be assigned by the City on an as-needed basis. The City may utilize City staff, other consultants, or a combination thereof to perform Building and Safety services. The City may assign work to one or more consultants at its sole discretion.

Building Official with Plan Check Capabilities
This role may provide Building Official-level services when authorized by the City. The Building Official is responsible for overseeing building plan check, inspection, code compliance and permitting, and acts as an official City representative on building-related matters. In the event of a contracted Building Official's unavailability (e.g. vacation, sick, etc.), the consultant may provide a backup position of equivalent expertise (Deputy Building Official is allowed).

Duties shall include:
• On an as-needed basis, the consultant may provide Building Official-level services when authorized by the City, including code interpretation, plan review oversight, policy guidance, and emergency structural assessments as requested (including after-hour emergencies); • Oversee and manage required construction site stormwater quality inspection, reporting, and records maintenance;
• Establish and implement building procedures to ensure a high level of customer satisfaction; • Plan check complex building plans;
• Provide over-the-counter plan check for minor residential remodels and commercial tenant improvements;
• Provide information and assistance to homeowners, businesses, and the development community;
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19 • Coordinate with City staff regarding assigned work and provide services within agreed-upon timeframes;
• Interface with other City departments/divisions in coordinating plan approval and building/stormwater code-related issues;
• Interface with third-party agencies, including but not limited to developers, Transportation Corridor Agencies, Orange County Fire Authority, Orange County Health Care Agency, water districts, etc.;
• Ensure the use of the City’s permitting software and devices by subordinates to track all building and safety services based on City-established plan submittal and review, permit issuance, inspection, and record management processes; and
• May be required to attend one or more City Council and/or Planning Commission meetings annually, on an as-needed basis, to address Building and Safety related matters.

Qualifications:
• Five or more years of increasingly responsible plans examination, building inspections, and structural engineering experience, including two or more years in a supervisory or lead role; • Equivalent to a bachelor’s degree from an accredited college or university, with major course work in engineering, public administration, architecture, or related field; • Possession of valid ICC certification as a Certified Building Official and ICC certification as a Plans Examiner;
• Experience with residential tract development highly desirable; • Experience with use and configuration of permit tracking software; • Certification as a Qualified Stormwater Pollution Prevention Plan (SWPPP) practitioner or Qualified SWPPP Developer is highly desirable;
• Registered Civil Engineer is highly desirable;
• Certification as a Certified Access Specialist (CASp), ICC-certified Accessibility inspector/plans examiner, or equivalent is highly desirable;
• Excellent oral and written communication skills; and
• Solution-oriented customer service experience with a wide range of customers, including developers, contractors, homeowners, business owners, and City staff.

Deputy Building Official/Plans Examiner
On an as-needed basis, consultant shall provide a Deputy Building Official as Acting Building Official, when authorized by the City. Office space for supplemental plan checking for building plans may be provided at City Hall but may take place at an off-site location provided by the consultant. The contracted Deputy Building Official would cover the Building Official responsibilities in their absence (e.g. vacation, sick, etc.)
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20 • Perform plan review of residential and commercial projects (all disciplines) to ensure compliance with adopted codes;
• Coordination with other City departments/divisions so that the requirements of those departments can be incorporated within such building plans; • Coordinate reviews by other appropriate agencies having jurisdiction in such matters related to the enforcement of Fire, Sanitation, and Health Codes; and • When satisfied that all building-related conditions of approval and the appropriate requirements of the City’s Building Codes have been met, and upon approval as necessary of other City departments, the consultant shall issue permits as appropriately set forth in such codes.

Qualifications:
• Registered Civil Engineer highly desirable;
• Three or more years of experience as a Plans Examiner; • ICC Certification as a Plans Examiner;
• Certification as a Certified Access Specialist (CASp), ICC-certified Accessibility inspector/plans examiner or equivalent is highly desirable;
• Experience with the use of permit tracking software(s); and • Solution-oriented customer service experience with a wide range of customers, including architects, engineers, developers, contractors, homeowners, business owners, and City staff.

Senior Building Inspector
On an as-needed basis, consultant shall provide a Senior Building Inspector. The services of the Senior Building Inspector shall be required to meet maximum service timeframes, depending on current and future workload.

Duties shall include:
• Perform combination inspections for residential and commercial projects with an emphasis on more complex projects;
• Verification of Best Management Practice (BMP) compliance at all applicable project sites; • Supervise building inspectors assigned to Lake Forest and ensure that records are maintained for all building/inspection activities;
• Perform inspections assigned by the City and coordinate inspection results with City staff; • Provide building/construction site inspections to ensure compliance with the conditions of approval and code requirements set forth on the plans for which the permit was issued, including code compliance with stormwater management requirements for construction sites; • Provide adequate training to other inspectors to ensure consistent quality of service; • Resolve Code interpretation issues in the field; and
• Respond to after-hour emergencies when the City/contracted Building Official is unavailable.

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21 • ICC Certification as a Building Inspector;
• ICC Certification as a Combination Building Inspector is highly desirable; • Experience with residential tract inspection;
• Solution-oriented customer service experience with a wide range of customers, including developers, contractors, homeowners, business owners, and City staff; and • Certification as a Qualified SWPPP practitioner or Qualified SWPPP Developer with underlying certification is highly desirable.

Lead Permit Technician
On an as-needed basis, consultant shall provide a Lead Permit Technician. The services of the Lead Permit Technician shall be required to meet maximum service timeframes, depending on current and future workload.

Duties shall include:
• Counter support services when requested by the City, accept plans, issue permits, provide online permitting services, provide information to the general public, calculate charges and fees, prepare statistical reports, coordinate with third-party agencies (such as Developers, Transportation Corridor Agencies, Orange County Fire Authority, Orange County Health Care Agency, water districts, etc.) prior to permit issuance if needed; • Read and understand construction drawings to ensure the scope of the permit matches submitted drawings;
• Maintain records and prepare documents for storage and/or imaging and maintain NPDES records for new construction;
• Answers phone calls, returns emails and voicemails;
• Provide adequate training to other permit technicians; • Prepare quarterly and annual State-required reports; and • Provide monthly permitting reports for record-keeping purposes, County of Orange Assessor's, and other needs.

Qualifications:
• Three or more years of experience performing required technical building and safety support functions;
• High school diploma;
• ICC Certification as a Permit Technician is required; • Experience with the use of permit tracking software; and • Solution-oriented customer service experience with a wide range of customers, including contractors, homeowners, business owners, and City staff.

Building Inspector
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22 On an as-needed basis, the consultant shall provide Building inspectors as necessary to meet the City's Maximum Service Delivery Timeframes. Inspectors may be provided office space within City Hall and may be requested to meet with applicants at City Hall, coordinate inspections, or respond to inquiries as needed.

Duties shall include:
• Provide combination inspection services during the course of construction to verify and enforce compliance with approved plans, conditions of approval as set forth on the plans corresponding to the issued permit, and applicable provisions of the City’s ordinances and Codes, including code compliance with stormwater management requirements for construction sites. As requested by the City, the Building Inspector may respond to after-hour emergencies when the City/contracted Senior Building Inspector is unavailable.

Qualifications:
• Two or more years of experience as a Building Inspector; • ICC Certification as a Building Inspector;
• ICC Certification as a Combination Building Inspector is highly desirable; • Solution-oriented customer service experience with a wide range of customers, including architects, engineers, contractors, homeowners, and business owners; and • Certification as a Qualified SWPPP practitioner or Qualified SWPPP Developer with underlying certification is highly desirable;
Permit Technician
On an as-needed basis, the consultant shall provide a Permit Technician(s) to supplement the City's Senior Permit Technician. The services of the Permit Technician(s) shall be as required to meet maximum service timeframes based on the current and future workload.

Duties shall include:
• Provide assistance at the building counter, accept plans, issue permits, provide online permitting services, provide information to the general public, calculate charges and fees, prepare statistical reports, coordinate with other City staff/Departments/Divisions and Orange County Fire Authority, maintain records and prepare documents for storage and/or imaging and maintain NPDES records for new construction.

Qualifications:
• Two or more years of experience performing required technical building and safety support functions;
• High school diploma;
• ICC Certification as a Permit Technician is highly desirable; • Experience with the use of permit tracking software(s); • Answers phone calls, returns emails and voicemails;
• Familiarity with online submittals; and
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23 • Solution-oriented customer service experience with a wide range of customers, including architects, engineers, contractors, homeowners, business owners, and City staff.

Administrative Assistant
On an as-needed basis, the consultant shall provide an Administrative Assistant to supplement the City's Permit Technicians. The Administrative Assistant would provide technical, clerical, and administrative support.

Duties shall include:
• Answer phones, takes messages, schedule inspections and provide information to public; • Reply to general emails and inquiries;
• Assist Permit Technicians to process online permit requests; • File hard copies and record keeping of permits, drawings, and supplementary documents; • Accept payments to enter into permitting system;
• Provide counter assistance to customers; and
• Track expired permits and reports to Code Enforcement division; • Check daily inspection results and coordinate physical permits to entries in the permitting system;
• Assist Permit Technicians in digitally routing projects; • Collect records of monthly permits for record-keeping purposes; and • Prepare monthly statistical reports.

Qualifications:
• Requires a High School Diploma and two (2) years of related work experience; • Experience in Microsoft Office and related applications; • Ability to learn permitting system applications with guidance; and • Solution-oriented customer service experience with a wide range of customers, including architects, engineers, contractors, homeowners, business owners, and City staff.

Offsite Plan Check Services provided by ICC Certified Plans Examiner and/or Plan Check Engineer On an as-needed basis, the consultant shall provide offsite plan check services by an ICC Certified Plans Examiner and/or Plan Check Engineer. Office space for supplemental plan checking for building plans may be provided at City Hall but may also take place at an off-site location provided by the consultant.

Duties shall include:
• Perform plan review of residential and commercial projects (all disciplines) to ensure compliance with adopted codes;
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24 • Coordinate reviews by other appropriate agencies having jurisdiction in such matters related to the enforcement of Fire, Sanitation, and Health Codes; and • When satisfied that all building-related conditions of approval and the appropriate requirements of the City’s Building Codes have been met, and upon approval as necessary of other City departments, the consultant shall issue permits as appropriately set forth in such codes.

Qualifications:
• Construction-related education desirable (Plans Examiner); • California Registered Civil or Structural Engineer (PE or SE) required (Plan Check Engineer); • Three or more years of experience as a Plans Examiner; • ICC Certification as a Plans Examiner;
• Certification as a Certified Access Specialist (CASp), ICC-certified Accessibility inspector/plans examiner or equivalent is highly desirable;
• Experience with the use of permit tracking software(s); and • Solution-oriented customer service experience with a wide range of customers, including architects, engineers, developers, contractors, homeowners, business owners, and City staff.

Stormwater Compliance Inspector
On an as-needed basis, the consultant shall provide Stormwater Compliance Inspector services. Office space may be provided at City Hall but may also take place at an off-site location provided by the consultant.

Duties shall include:
• Oversees maintenance of NPDES construction site inventory and annual reporting; • Responsible for ensuring the regular inspection and monitoring of construction sites City-wide for compliance with the Lake Forest Municipal Code, SWPPP requirements, and Best Management Practice (BMP) compliance verification;
• Provides quarterly training to building inspectors assigned to the City (QSD required) or provides training via a qualified subcontractor with equal expertise; and • Serves as liaison to City staff.

Qualifications:
• Possess and maintain a certification for Qualified SWPPP Practitioner (QSP) or Qualified SWPPP Developer (QSD);
• QSP Certification (2 years minimum) required, QSD is preferred; and • Two years minimum experience in Stormwater Compliance management.

Permit/Plan/Inspection Management Software Specialist/Liaison On an as-needed basis, the consultant shall provide an Enterprise Permitting and Licensing ("EPL") Specialist/Liaison(s) to assist Building and City staff with application enhancements to the permitting software. A virtual position is permitted. Depending on the need, experience can be end-user specific Docusign Envelope ID: 15DEE254-FDD7-4D5D-846B-EBA2AA0A83A0 ATTACHMENT 1
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25 (such as a permit technician) all the way up to a software administrator (manages the back-end configurations/operations/solutions).

Duties shall include:
• Under the direction of key City personnel, assist the City and Building staff in fixing or enhancing applications within the permitting software. Will assist in working as a liaison between City staff and Tyler Technologies.

Qualifications:
• Two or more years of skilled experience with EPL;
• High school diploma; and
• Solution-oriented customer service experience.

Certified Access Specialist (CASp)
On an as-needed basis, the consultant shall provide a Certified Access Specialist (CASp) for accessibility- related services. A virtual position is permitted when feasible.

Duties shall include:
• Under the direction of key City personnel, assist City and Building staff in inspecting buildings and sites for compliance with applicable state and federal construction-related accessibility standards;
• Review of plans for ADA accessibility and/or constructability and provide comments; and • ADA-Compliance Training: The CASp will conduct ADA-compliance training for City staff, including planners, code enforcement, and public works personnel. Training sessions will focus on ADA regulations, guidelines, and best practices to ensure staff are well-equipped to implement accessibility standards in their respective roles.

Qualifications:
• Certification from the CA Division of the State Architect as a Certified Accessibility Specialist is desirable or as directed by State law.
_____________________________________________________________________________________ MISCELLANEOUS:

The consultant shall be responsible for furnishing and maintaining all field personnel assigned to the City of Lake Forest with uniform shirts and jackets that identify each individual as an employee of the selected consulting firm working under contract to the City of Lake Forest. Personnel uniforms must be in conformance with the City’s logo policy as it relates to Lake Forest Municipal Code § 1.04.070 Criteria for use of seal, logo, slogan or the words "City of Lake Forest." _____________________________________________________________________________________ MAXIMUM SERVICE DELIVERY TIME FRAMES:

When assigned work by the City, the consultant shall perform services within the following target timeframes unless otherwise approved by the City:

Service Time Frame for Delivery
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26 Permit assistance at the public counter: Average within 10 minutes of customer arrival Major plan check: 2 weeks (10 working days)
Subsequent plan checks: 1 week (5 working days)
Minor plan checks and single-story
homeowner additions:
3 days if submitted into plan check or over the counter Building inspection: The following working day if request is received before 5 PM
Water Quality Inspections: As required by NPDES Permit and/or City direction Water Quality Annual Reporting: As required by NPDES Permit and/or City direction Maintenance of NPDES Site Inventory: At the direction of the City (typically quarterly) Return of telephone calls and e-mails: Within 24 hours
Monthly statistical accounting and
preparation of plans for imaging:

Completed at the end of each month
[1] The City reserves the right to change the hours that City Hall is open without amending the contract and with 10-days minimum notice to consultant.

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27 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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28 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 FIVE HUNDRED THOUSAND DOLLARS ($500,000.00). Compensation shall be paid per the following schedule and terms.

Any specialized services that exceed the scope of services (ex/ non-permit related inspections and providing comments on entitlement applications) will be billed at the hourly rates below. No extra services will be billed by Consultant without prior authorization by the City. Overtime will be billed at 1.5 times the regular rate as authorized by the City when requested and may be funded by the applicant.

Certified Classification Hourly Rate
(Year 1)
Hourly Rate
(Year 2)
Hourly Rate
(Year 3)
Building Official with Plan Check Capabilities $170.00 $175.10 $180.35 Senior Building Inspector $130.00 $133.90 $137.92
Lead Permit Technician $95.00 $97.85 $100.79
Deputy Building Official / Plans Examiner $145.00 $149.35 $153.83 Building Inspector $100.00 $103.00 $106.09
Permit Technician $85.00 $87.55 $90.18
Offsite Plans Examiner $140.00 $144.20 $148.53
Offsite Plan Check Engineer $160.00 $164.80 $169.74
Stormwater Compliance Inspector $145.00 $149.35 $153.83 Permit/Plan/Inspection Management Software Specialist/Liaison $165.00 $169.95 $175.05 Certified Access Specialist Professional (CASp) $155.00 $159.65 $164.44 Administrative Assistant $75.00 $77.25 $79.57

BASIS OF CHARGES
Rates are inclusive of “tools of the trade” such as forms, telephones, and consumables. • All invoicing will be submitted monthly.
• Staff Augmentation work (excluding plan review) is subject to 4-hour minimum charges unless stated otherwise. Services billed in 4-hour increments. • Most plan reviews will be done in 10 business days or less and 5 business days or less for re- checks. This is not inclusive of holidays or the day of the pick-up of plans.

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29 • Expedited reviews will be billed at 1.5x the plan review fee listed in the fee schedule. Return time will be within seven (7) days of receipt of the plans from the City. • Plan review of deferred submittals & revisions will be billed at the hourly rates listed. • All plan review services will be subject to a $300.00 minimum fee if percentage-based fee or 2- hour minimum charge if hourly rates apply.
• Larger complex plan reviews can be negotiated to achieve the best possible pricing. • All plan review services will be subject to 2-hour minimum fee. • All plan review services are billed on a percentage basis and include the initial review and 2 rechecks.
- Plan reviews will be billed on an hourly basis only after the initial review and 2 rechecks unless otherwise agreed upon on a case-by-case basis. - Fire and Civil Reviews are billed on an hourly basis and are not included in our plan review percentage.
• Overtime and Premium time will be charged as follows:
- Regular time (work begun after 5AM or before 4PM) 1 x hourly rate - Nighttime (work begun after 4PM or before 5AM) 1.125 x hourly rate - Overtime (over 8-hour M-F or Saturdays) 1.5 x hourly rate - Overtime (over 8 hours Sat or 1st 8-hour Sun) 2 x hourly rate - Overtime (over 8 hours Sun or Holidays) 3 x hourly rate • Overtime will only be billed with prior authorization of the Director or other designated City personnel.
• All work with less than 8 hours rest between shifts will be charged the appropriate overtime rate.
• Mileage driven during the course of Inspections will be charged at cost plus 20%. • Payment due on receipt. All payments over 30 days will be assessed a 1.5% interest charge. • Client shall pay attorneys’ fees, or other costs incurred in collecting delinquent amounts. • Client agrees that 4LEAF’s liability will be limited to the value of services provided. • In accordance with California’s Meal Break and Rest Break Law requirements, Client will be billed one (1) additional hour per day at the regular rate for each missed meal or rest break due to Client-directed tasks or requirements. Client should allow 4LEAF’s non-exempt, hourly employees the opportunity to take their entitled rest and meal breaks during each work shift.

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

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30 8. EXHIBIT "D" - INSURANCE REQUIREMENTS

8.1. EXHIBIT "D" - INSURANCE REQUIREMENTS

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

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

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

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31 (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: 15DEE254-FDD7-4D5D-846B-EBA2AA0A83A0 ATTACHMENT 1
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32 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: 15DEE254-FDD7-4D5D-846B-EBA2AA0A83A0 ATTACHMENT 1
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33 officials, officers, employees, agents, and volunteers as additional insureds to the subconsultant's policies. All policies of Commercial General Liability insurance provided by Consultant’s subconsultants performing work relating to this Agreement shall be endorsed to name the City, its officials, officers, employees, agents and volunteers as additional insureds using endorsement form ISO CG 20 38 04 13 or an endorsement providing equivalent coverage. Consultant shall not allow any subconsultant to commence work on any subcontract relating to this Agreement until it has received satisfactory evidence of subconsultant’s compliance with all insurance requirements under this Agreement, to the extent applicable. The Consultant shall provide satisfactory evidence of compliance with this section upon request of the City.

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ATTACHMENT 2
ATTACHMENT 2
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ON-CALL BUILDING & SAFETY SERVICES
(2026-026)
City of Lake Forest
100 Civic Center Dr.

Lake Forest, CA 92630
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City of Lake Forest
Professional Consultant Services Agreement
On-Call Building & Safety Services
I. PARTIES AND DATE. ................................ ................................ ..............

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

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

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

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

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

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

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

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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 Bureau Veritas North America, Inc., a Delaware Corporation (Inc.) , with its principal place of business at 220 Technology Drive, Suite 100, Irvine, CA 92618 (“Consultant”). City and Consultant are sometimes individually referred to herein as “Party” and collectively as “Parties.” Docusign Envelope ID: B6908C2A-54EB-410F-9FA3-5A2F797D48CE ATTACHMENT 2
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4 2. RECITALS.

2.1. Consultant.

Consultant desires to perform and assume responsibility for the provision of certain professional on-call Building and Safety 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 on-call Building and Safety 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 on-call Building and Safety consulting services for the on-call Building and Safety project ("Project") as set forth in this Agreement.

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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 on-call Building and Safety consulting services necessary for the Project ("Services"). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations.

3.1.2 Term. The term of this Agreement shall be from May 1, 2026 to April 30, 2029, unless earlier terminated as provided herein. The City shall have the unilateral option, at its sole discretion, to renew this Agreement annually for no more than two (2) additional one-year terms. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines.

3.2. Responsibilities of Consultant.

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

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

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

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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: Armil Allahyarian, Regional Operations Manager.

3.2.5 City's Representative. The City hereby designates Gayle Ackerman, Director of Community Development, 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 Armil Allahyarian, Regional Operations Manager, or his/her designee, to act as its representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his/her best skill and attention, and shall be responsible for all means, methods, techniques, sequences, and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.

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

3.2.8 Standard of Care; Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subconsultants shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subconsultants have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. Any employee of the Consultant or its Docusign Envelope ID: B6908C2A-54EB-410F-9FA3-5A2F797D48CE ATTACHMENT 2
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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: B6908C2A-54EB-410F-9FA3-5A2F797D48CE ATTACHMENT 2
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8 municipality, drainage district, or other local agency with jurisdiction over the location where the Services are to be conducted, regulating water quality and storm water discharges.

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

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

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

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

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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 FIVE HUNDRED THOUSAND DOLLARS ($500,000.00) 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: B6908C2A-54EB-410F-9FA3-5A2F797D48CE ATTACHMENT 2
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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: Bureau Veritas North America, Inc.
220 Technology Drive, Suite 100
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11 Irvine, CA 92618
ATTN: Craig Baptista, Vice 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: B6908C2A-54EB-410F-9FA3-5A2F797D48CE ATTACHMENT 2
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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: B6908C2A-54EB-410F-9FA3-5A2F797D48CE ATTACHMENT 2
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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 Bureau Veritas North America, Inc.

By: [AUTHORIZED CITY SIGNATURE]
Robert Pequeño
Mayor
By: [VENDOR SIGNATURE 1]
Craig Baptista
Vice President
[If Corporation, TWO SIGNATURES,
President OR Vice President AND Secretary
OR Treasurer REQUIRED]
ATTEST:

By: [CITY CLERK SIGNATURE]
Thy Merritt
City Clerk
By: [VENDOR SIGNATURE 2]
Heather Bush
VP and Secretary
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
The services described herein are intended to provide supplemental Building and Safety support on an on-call, as-needed basis. The consultant shall make available qualified personnel to perform services at the request of the City to supplement City staff, provide specialized expertise, support operational continuity during staff absences or workload fluctuations, and provide offsite plan check services. The City does not guarantee any minimum amount of work under this agreement. The City may utilize City staff, other consultants, or a combination thereof to perform Building and Safety services.

GENERAL SERVICES
• Plan checking services for erosion control, building (architectural and structural), electrical, mechanical, and plumbing work;
• Permit issuance for building, electrical, mechanical, and plumbing work; • Managing/coordinating review of plans (for permits to be issued by the Building and Safety Division) by other Departments/Divisions, including routing of plans for plan checking (as appropriate, on a case-by-case basis), transmitting comments to permit applicants, and maintaining records of plan check comments;
• Inspection services for erosion control, building, electrical, mechanical, and plumbing work, including all work requiring a permit issued by the Building and Safety Division, as well as walls/fences, signs, parking lot striping, and other improvements shown on approved plans.

Inspectors will be required to verify consistency between approved plans and as-built projects as a standard practice with all inspections and to report any significant deviations to the Director or her/his designee prior to finaling permits;
• Building Official administration, resolution of complex Building Code issues, Building Code adoption including recommendation of code refinements;
• Assistance to the public at the counter within City Hall, online submittals through the EPL system (e.g. solar permits), and via phone and e-mail regarding City processes and code/permit requirements;
• Intake of plans for review;
• Review of conceptual plans for development proposals and preparation of plan review memoranda identifying significant code compliance deficiencies that may impact the project design and/or feasibility;
• Required use and ability to use the City’s permitting software to track all building and safety services based on City-established plan submittal and review, permit issuance, inspection, and record management processes;
• Assistance with the configuration, implementation, and ongoing support of the City’s permitting software;
• Coordination/cooperation with, and consultant to, Planning, Code Enforcement, Public Works, and other City staff regarding building, plumbing, mechanical, electrical codes, permitting requirements, permit/project/inspection status, and other related matters; Docusign Envelope ID: B6908C2A-54EB-410F-9FA3-5A2F797D48CE ATTACHMENT 2
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17 • Coordination with Planning, Code Enforcement, Public Works, and other City staff on all requirements for permit issuance, including compliance with conditions of approval; • Ongoing training for assigned personnel for full compliance with current building standards, software updates, etc.;
• Review and support of digital/electronic plan tracking and review, supporting when such services are available;
• Assign personnel with all materials, resources, and training necessary to conduct plan reviews, including a current copy of the applicable City amendments, policies, procedures, and forms; • Provision of City-approved mobile devices and mobile data plans compatible with the City’s permitting and land management system for building inspectors and personnel as needed; and • The firm and its contracted personnel maintain memberships with the International Conference of Building Officials (ICBO) and the International Code Council (ICC). _____________________________________________________________________________________

SPECIALIZED SERVICES
Hillside Development Review and Inspection:

Due to the location of new residential construction in the City’s hillside areas, the City anticipates plan check, permitting, and inspection activity relating to hillside grading, mechanically-stabilized earth (MSE) retaining walls, other soil retaining systems, and drainage. Responsibility for grading plan check, permitting, and inspections for grading and drainage was transferred to the City’s Public Works Department in 2012. However, the Building and Safety Division retains responsibility for reviewing soils reports, foundations, and retaining walls.

The Building and Safety consultant is required to have access to licensed professionals well-versed in geotechnical issues to provide plan checking of retaining walls, review of geotechnical reports, and any special inspections that may be needed. These professionals are expected to coordinate with Public Works Department staff on an as-needed basis regarding geotechnical matters.

Permitting System Use, Support, and Mobile Devices:

The City currently uses Enterprise Permitting & Licensing ("EPL") (previously known as EnerGov), a management software by Tyer Technologies for permits, plans, and inspections. EPL provides functionality for multiple City departments and divisions, including the Building and Safety Division, for tracking and managing project reviews, plan check submittals, permit issuance, and inspection activity.

The Building and Safety Services consultant will be required to use EPL, or any future replacement system, to track all building and safety services based upon City-established plan submittal and review, permit issuance, inspection, and record management processes. The consultant shall also assist City staff/consultants as requested with EPL permit, inspection, and fee configuration to support Building and Safety operations.

The consultant will be required to furnish its Building Inspectors with City-approved mobile devices with mobile data plans compatible with the City’s permitting and land management system, and to pay the annual software licensing and support fees for the mobile portion of the software. The consultant will also be responsible for the ongoing maintenance and replacement of the mobile devices if damaged or at “end-of-life.” The consultant’s mobile device “end-of-life” shall be aligned to the City’s IT equipment and device replacement standards, which most of the City’s end-user IT equipment is placed and Docusign Envelope ID: B6908C2A-54EB-410F-9FA3-5A2F797D48CE ATTACHMENT 2
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18 refreshed every 3-4 years after purchase. EPL's mobile application (EnerGov IG Inspect app) currently requires tablet devices with Apple iOS, and the Mobile Software Licensing cost is approximately $700- $800 per device per year. The consultant will be responsible for training and ensuring usage of such devices.

Electronic Plan Checking:

The City currently utilizes electronic plan checking services. The consultant shall support the City’s electronic plan review process and ensure that assigned plan check personnel are proficient in the use of Bluebeam Revu or other City-approved electronic plan review software. Plan reviews shall be conducted in accordance with the City’s established electronic plan submittal, review, and comment procedures and shall meet the maximum service delivery timeframes identified herein. _____________________________________________________________________________________ ON-CALL SERVICE ROLES:

The consultant shall make available qualified personnel for the following service roles on an on-call, as- needed basis. These personnel may be assigned by the City to perform services at City Hall, remotely, or at project sites depending on the City’s operational needs, provided however, that inspection staff will primarily work in the field. Lake Forest City Hall is open Monday through Thursday from 8:00 a.m. to 6:00 p.m. and Friday from 8:00 a.m. to 5:00 p.m., excluding 10 holidays annually [1]: City Hall is closed on: New Year’s Day, Martin Luther King Day, President’s Birthday, Memorial Day, Independence Day, Labor Day, Veteran’s Day, Thanksgiving Day, Friday after Thanksgiving, and Christmas Day. The consultant shall ensure that all personnel assigned to the City maintain sufficient ongoing training and continuing education to perform their assigned duties. Work under this agreement will be assigned by the City on an as-needed basis. The City may utilize City staff, other consultants, or a combination thereof to perform Building and Safety services. The City may assign work to one or more consultants at its sole discretion.

Building Official with Plan Check Capabilities
This role may provide Building Official-level services when authorized by the City. The Building Official is responsible for overseeing building plan check, inspection, code compliance and permitting, and acts as an official City representative on building-related matters. In the event of a contracted Building Official's unavailability (e.g. vacation, sick, etc.), the consultant may provide a backup position of equivalent expertise (Deputy Building Official is allowed).

Duties shall include:
• On an as-needed basis, the consultant may provide Building Official-level services when authorized by the City, including code interpretation, plan review oversight, policy guidance, and emergency structural assessments as requested (including after-hour emergencies); • Oversee and manage required construction site stormwater quality inspection, reporting, and records maintenance;
• Establish and implement building procedures to ensure a high level of customer satisfaction; • Plan check complex building plans;
• Provide over-the-counter plan check for minor residential remodels and commercial tenant improvements;
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19 • Provide information and assistance to homeowners, businesses, and the development community;
• Resolve interpretation issues for compliance with adopted codes; • Coordinate with City staff regarding assigned work and provide services within agreed-upon timeframes;
• Interface with other City departments/divisions in coordinating plan approval and building/stormwater code-related issues;
• Interface with third-party agencies, including but not limited to developers, Transportation Corridor Agencies, Orange County Fire Authority, Orange County Health Care Agency, water districts, etc.;
• Ensure the use of the City’s permitting software and devices by subordinates to track all building and safety services based on City-established plan submittal and review, permit issuance, inspection, and record management processes; and
• May be required to attend one or more City Council and/or Planning Commission meetings annually, on an as-needed basis, to address Building and Safety related matters.

Qualifications:
• Five or more years of increasingly responsible plans examination, building inspections, and structural engineering experience, including two or more years in a supervisory or lead role; • Equivalent to a bachelor’s degree from an accredited college or university, with major course work in engineering, public administration, architecture, or related field; • Possession of valid ICC certification as a Certified Building Official and ICC certification as a Plans Examiner;
• Experience with residential tract development highly desirable; • Experience with use and configuration of permit tracking software; • Certification as a Qualified Stormwater Pollution Prevention Plan (SWPPP) practitioner or Qualified SWPPP Developer is highly desirable;
• Registered Civil Engineer is highly desirable;
• Certification as a Certified Access Specialist (CASp), ICC-certified Accessibility inspector/plans examiner, or equivalent is highly desirable;
• Excellent oral and written communication skills; and
• Solution-oriented customer service experience with a wide range of customers, including developers, contractors, homeowners, business owners, and City staff.

Deputy Building Official/Plans Examiner
On an as-needed basis, consultant shall provide a Deputy Building Official as Acting Building Official, when authorized by the City. Office space for supplemental plan checking for building plans may be provided at City Hall but may take place at an off-site location provided by the consultant. The contracted Deputy Building Official would cover the Building Official responsibilities in their absence (e.g. vacation, sick, etc.)
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20 Duties shall include:
• All duties of the Building Official when serving as the Acting Building Official; • Perform plan review of residential and commercial projects (all disciplines) to ensure compliance with adopted codes;
• Coordination with other City departments/divisions so that the requirements of those departments can be incorporated within such building plans; • Coordinate reviews by other appropriate agencies having jurisdiction in such matters related to the enforcement of Fire, Sanitation, and Health Codes; and • When satisfied that all building-related conditions of approval and the appropriate requirements of the City’s Building Codes have been met, and upon approval as necessary of other City departments, the consultant shall issue permits as appropriately set forth in such codes.

Qualifications:
• Registered Civil Engineer highly desirable;
• Three or more years of experience as a Plans Examiner; • ICC Certification as a Plans Examiner;
• Certification as a Certified Access Specialist (CASp), ICC-certified Accessibility inspector/plans examiner or equivalent is highly desirable;
• Experience with the use of permit tracking software(s); and • Solution-oriented customer service experience with a wide range of customers, including architects, engineers, developers, contractors, homeowners, business owners, and City staff.

Senior Building Inspector
On an as-needed basis, consultant shall provide a Senior Building Inspector. The services of the Senior Building Inspector shall be required to meet maximum service timeframes, depending on current and future workload.

Duties shall include:
• Perform combination inspections for residential and commercial projects with an emphasis on more complex projects;
• Verification of Best Management Practice (BMP) compliance at all applicable project sites; • Supervise building inspectors assigned to Lake Forest and ensure that records are maintained for all building/inspection activities;
• Perform inspections assigned by the City and coordinate inspection results with City staff; • Provide building/construction site inspections to ensure compliance with the conditions of approval and code requirements set forth on the plans for which the permit was issued, including code compliance with stormwater management requirements for construction sites; • Provide adequate training to other inspectors to ensure consistent quality of service; • Resolve Code interpretation issues in the field; and
• Respond to after-hour emergencies when the City/contracted Building Official is unavailable.

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21 Qualifications:
• Five or more years of experience as a Building Inspector; • ICC Certification as a Building Inspector;
• ICC Certification as a Combination Building Inspector is highly desirable; • Experience with residential tract inspection;
• Solution-oriented customer service experience with a wide range of customers, including developers, contractors, homeowners, business owners, and City staff; and • Certification as a Qualified SWPPP practitioner or Qualified SWPPP Developer with underlying certification is highly desirable.

Lead Permit Technician
On an as-needed basis, consultant shall provide a Lead Permit Technician. The services of the Lead Permit Technician shall be required to meet maximum service timeframes, depending on current and future workload.

Duties shall include:
• Counter support services when requested by the City, accept plans, issue permits, provide online permitting services, provide information to the general public, calculate charges and fees, prepare statistical reports, coordinate with third-party agencies (such as Developers, Transportation Corridor Agencies, Orange County Fire Authority, Orange County Health Care Agency, water districts, etc.) prior to permit issuance if needed; • Read and understand construction drawings to ensure the scope of the permit matches submitted drawings;
• Maintain records and prepare documents for storage and/or imaging and maintain NPDES records for new construction;
• Answers phone calls, returns emails and voicemails;
• Provide adequate training to other permit technicians; • Prepare quarterly and annual State-required reports; and • Provide monthly permitting reports for record-keeping purposes, County of Orange Assessor's, and other needs.

Qualifications:
• Three or more years of experience performing required technical building and safety support functions;
• High school diploma;
• ICC Certification as a Permit Technician is required; • Experience with the use of permit tracking software; and • Solution-oriented customer service experience with a wide range of customers, including contractors, homeowners, business owners, and City staff.

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22 Building Inspector
On an as-needed basis, the consultant shall provide Building inspectors as necessary to meet the City's Maximum Service Delivery Timeframes. Inspectors may be provided office space within City Hall and may be requested to meet with applicants at City Hall, coordinate inspections, or respond to inquiries as needed.

Duties shall include:
• Provide combination inspection services during the course of construction to verify and enforce compliance with approved plans, conditions of approval as set forth on the plans corresponding to the issued permit, and applicable provisions of the City’s ordinances and Codes, including code compliance with stormwater management requirements for construction sites. As requested by the City, the Building Inspector may respond to after-hour emergencies when the City/contracted Senior Building Inspector is unavailable.

Qualifications:
• Two or more years of experience as a Building Inspector; • ICC Certification as a Building Inspector;
• ICC Certification as a Combination Building Inspector is highly desirable; • Solution-oriented customer service experience with a wide range of customers, including architects, engineers, contractors, homeowners, and business owners; and • Certification as a Qualified SWPPP practitioner or Qualified SWPPP Developer with underlying certification is highly desirable;
Permit Technician
On an as-needed basis, the consultant shall provide a Permit Technician(s) to supplement the City's Senior Permit Technician. The services of the Permit Technician(s) shall be as required to meet maximum service timeframes based on the current and future workload.

Duties shall include:
• Provide assistance at the building counter, accept plans, issue permits, provide online permitting services, provide information to the general public, calculate charges and fees, prepare statistical reports, coordinate with other City staff/Departments/Divisions and Orange County Fire Authority, maintain records and prepare documents for storage and/or imaging and maintain NPDES records for new construction.

Qualifications:
• Two or more years of experience performing required technical building and safety support functions;
• High school diploma;
• ICC Certification as a Permit Technician is highly desirable; • Experience with the use of permit tracking software(s); • Answers phone calls, returns emails and voicemails;
• Familiarity with online submittals; and
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23 • Solution-oriented customer service experience with a wide range of customers, including architects, engineers, contractors, homeowners, business owners, and City staff.

Administrative Assistant
On an as-needed basis, the consultant shall provide an Administrative Assistant to supplement the City's Permit Technicians. The Administrative Assistant would provide technical, clerical, and administrative support.

Duties shall include:
• Answer phones, takes messages, schedule inspections and provide information to public; • Reply to general emails and inquiries;
• Assist Permit Technicians to process online permit requests; • File hard copies and record keeping of permits, drawings, and supplementary documents; • Accept payments to enter into permitting system;
• Provide counter assistance to customers; and
• Track expired permits and reports to Code Enforcement division; • Check daily inspection results and coordinate physical permits to entries in the permitting system;
• Assist Permit Technicians in digitally routing projects; • Collect records of monthly permits for record-keeping purposes; and • Prepare monthly statistical reports.

Qualifications:
• Requires a High School Diploma and two (2) years of related work experience; • Experience in Microsoft Office and related applications; • Ability to learn permitting system applications with guidance; and • Solution-oriented customer service experience with a wide range of customers, including architects, engineers, contractors, homeowners, business owners, and City staff.

Offsite Plan Check Services provided by ICC Certified Plans Examiner and/or Plan Check Engineer On an as-needed basis, the consultant shall provide offsite plan check services by an ICC Certified Plans Examiner and/or Plan Check Engineer. Office space for supplemental plan checking for building plans may be provided at City Hall but may also take place at an off-site location provided by the consultant.

Duties shall include:
• Perform plan review of residential and commercial projects (all disciplines) to ensure compliance with adopted codes;
• Coordination with other City departments/divisions so that the requirements of those departments can be incorporated within such building plans; Docusign Envelope ID: B6908C2A-54EB-410F-9FA3-5A2F797D48CE ATTACHMENT 2
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24 • Coordinate reviews by other appropriate agencies having jurisdiction in such matters related to the enforcement of Fire, Sanitation, and Health Codes; and • When satisfied that all building-related conditions of approval and the appropriate requirements of the City’s Building Codes have been met, and upon approval as necessary of other City departments, the consultant shall issue permits as appropriately set forth in such codes.

Qualifications:
• Construction-related education desirable (Plans Examiner); • California Registered Civil or Structural Engineer (PE or SE) required (Plan Check Engineer); • Three or more years of experience as a Plans Examiner; • ICC Certification as a Plans Examiner;
• Certification as a Certified Access Specialist (CASp), ICC-certified Accessibility inspector/plans examiner or equivalent is highly desirable;
• Experience with the use of permit tracking software(s); and • Solution-oriented customer service experience with a wide range of customers, including architects, engineers, developers, contractors, homeowners, business owners, and City staff.

Stormwater Compliance Inspector
On an as-needed basis, the consultant shall provide Stormwater Compliance Inspector services. Office space may be provided at City Hall but may also take place at an off-site location provided by the consultant.

Duties shall include:
• Oversees maintenance of NPDES construction site inventory and annual reporting; • Responsible for ensuring the regular inspection and monitoring of construction sites City-wide for compliance with the Lake Forest Municipal Code, SWPPP requirements, and Best Management Practice (BMP) compliance verification;
• Provides quarterly training to building inspectors assigned to the City (QSD required) or provides training via a qualified subcontractor with equal expertise; and • Serves as liaison to City staff.

Qualifications:
• Possess and maintain a certification for Qualified SWPPP Practitioner (QSP) or Qualified SWPPP Developer (QSD);
• QSP Certification (2 years minimum) required, QSD is preferred; and • Two years minimum experience in Stormwater Compliance management.

Permit/Plan/Inspection Management Software Specialist/Liaison On an as-needed basis, the consultant shall provide an Enterprise Permitting and Licensing ("EPL") Specialist/Liaison(s) to assist Building and City staff with application enhancements to the permitting software. A virtual position is permitted. Depending on the need, experience can be end-user specific Docusign Envelope ID: B6908C2A-54EB-410F-9FA3-5A2F797D48CE ATTACHMENT 2
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25 (such as a permit technician) all the way up to a software administrator (manages the back-end configurations/operations/solutions).

Duties shall include:
• Under the direction of key City personnel, assist the City and Building staff in fixing or enhancing applications within the permitting software. Will assist in working as a liaison between City staff and Tyler Technologies.

Qualifications:
• Two or more years of skilled experience with EPL;
• High school diploma; and
• Solution-oriented customer service experience.

Certified Access Specialist (CASp)
On an as-needed basis, the consultant shall provide a Certified Access Specialist (CASp) for accessibility- related services. A virtual position is permitted when feasible.

Duties shall include:
• Under the direction of key City personnel, assist City and Building staff in inspecting buildings and sites for compliance with applicable state and federal construction-related accessibility standards;
• Review of plans for ADA accessibility and/or constructability and provide comments; and • ADA-Compliance Training: The CASp will conduct ADA-compliance training for City staff, including planners, code enforcement, and public works personnel. Training sessions will focus on ADA regulations, guidelines, and best practices to ensure staff are well-equipped to implement accessibility standards in their respective roles.

Qualifications:
• Certification from the CA Division of the State Architect as a Certified Accessibility Specialist is desirable or as directed by State law.
_____________________________________________________________________________________ MISCELLANEOUS:

The consultant shall be responsible for furnishing and maintaining all field personnel assigned to the City of Lake Forest with uniform shirts and jackets that identify each individual as an employee of the selected consulting firm working under contract to the City of Lake Forest. Personnel uniforms must be in conformance with the City’s logo policy as it relates to Lake Forest Municipal Code § 1.04.070 Criteria for use of seal, logo, slogan or the words "City of Lake Forest." _____________________________________________________________________________________ MAXIMUM SERVICE DELIVERY TIME FRAMES:

When assigned work by the City, the consultant shall perform services within the following target timeframes unless otherwise approved by the City:

Service Time Frame for Delivery
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26 Permit assistance at the public counter: Average within 10 minutes of customer arrival Major plan check: 2 weeks (10 working days)
Subsequent plan checks: 1 week (5 working days)
Minor plan checks and single-story
homeowner additions:
3 days if submitted into plan check or over the counter Building inspection: The following working day if request is received before 5 PM
Water Quality Inspections: As required by NPDES Permit and/or City direction Water Quality Annual Reporting: As required by NPDES Permit and/or City direction Maintenance of NPDES Site Inventory: At the direction of the City (typically quarterly) Return of telephone calls and e-mails: Within 24 hours
Monthly statistical accounting and
preparation of plans for imaging:

Completed at the end of each month
[1] The City reserves the right to change the hours that City Hall is open without amending the contract and with 10-days minimum notice to consultant.

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27 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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28 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 FIVE HUNDRED THOUSAND DOLLARS ($500,000.00). Compensation shall be paid per the following schedule and terms.

Any specialized services that exceed the scope of services (ex/ non-permit related inspections and providing comments on entitlement applications) will be billed at the hourly rates below. No extra services will be billed by Consultant without prior authorization by the City. Overtime will be billed at 1.5 times the regular rate as authorized by the City when requested and may be funded by the applicant.

Certified Classification Hourly Rate
(Year 1)
Hourly Rate
(Year 2)
Hourly Rate
(Year 3)
Building Official with Plan Check Capabilities $145.00 $149.35 $153.83 Senior Building Inspector $110.00 $113.30 $116.70
Lead Permit Technician $70.00 $72.10 $74.26
Deputy Building Official / Plans Examiner $135.00 $139.05 $143.22 Building Inspector $95.00 $97.85 $100.79
Permit Technician $70.00 $72.10 $74.26
Offsite Plans Examiner $110.00 $113.30 $116.70
Offsite Plan Check Engineer $135.00 $139.05 $143.22
Stormwater Compliance Inspector $115.00 $118.45 $122.00 Permit/Plan/Inspection Management Software Specialist/Liaison $60.00 $61.80 $63.65 Certified Access Specialist Professional (CASp) $120.00 $123.60 $127.31 Administrative Assistant $60.00 $61.80 $63.65
• Rates and cost estimates shown above exclude per diem, prevailing wage and union rates. Should these be applicable, BV will discuss and negotiate fees to account for increased personnel costs. • Emergency Event or Expedited plan reviews will be an additional 25% of fees shown above. • Overtime (OT) will be charged at 1.5 times the standard hourly rate. No overtime will be charged without City’s prior approval.

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

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29 8. EXHIBIT "D" - INSURANCE REQUIREMENTS

8.1. EXHIBIT "D" - INSURANCE REQUIREMENTS

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

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

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

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

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

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

1.1.5 Waiver of Subrogation. All policies of Commercial General Liability and Automobile Liability insurance shall contain or be endorsed to waive subrogation against the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a Docusign Envelope ID: B6908C2A-54EB-410F-9FA3-5A2F797D48CE ATTACHMENT 2
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31 loss. Consultant hereby waives its own right of recovery against the City, its officials, officers, employees, agents, and volunteers, and shall require similar written express waivers and insurance clauses from each of its subconsultants.

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

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

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

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

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

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

1.1.12 Insurance for Subconsultants. Consultant shall include all subconsultants engaged in any work for Consultant relating to this Agreement as additional insureds under the Consultant's policies, or the Consultant shall be responsible for causing subconsultants to purchase the appropriate insurance in compliance with the terms of these Insurance Requirements, including adding the City, its Docusign Envelope ID: B6908C2A-54EB-410F-9FA3-5A2F797D48CE ATTACHMENT 2
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32 officials, officers, employees, agents, and volunteers as additional insureds to the subconsultant's policies. All policies of Commercial General Liability insurance provided by Consultant’s subconsultants performing work relating to this Agreement shall be endorsed to name the City, its officials, officers, employees, agents and volunteers as additional insureds using endorsement form ISO CG 20 38 04 13 or an endorsement providing equivalent coverage. Consultant shall not allow any subconsultant to commence work on any subcontract relating to this Agreement until it has received satisfactory evidence of subconsultant’s compliance with all insurance requirements under this Agreement, to the extent applicable. The Consultant shall provide satisfactory evidence of compliance with this section upon request of the City.

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ATTACHMENT 3
ATTACHMENT 3
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ON-CALL BUILDING & SAFETY SERVICES
(2026-024)
City of Lake Forest
100 Civic Center Dr.

Lake Forest, CA 92630
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City of Lake Forest
Professional Consultant Services Agreement
On-Call Building & Safety Services
I. PARTIES AND DATE. ................................ ................................ ..............

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

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

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

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

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

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

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

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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 Interwest Consulting Group, Inc., a California Corporation (Inc.) , with its principal place of business at 1 Jenner, Suite 160, Irvine, CA 92618 (“Consultant”). City and Consultant are sometimes individually referred to herein as “Party” and collectively as “Parties.” Docusign Envelope ID: A61C1B19-7D4F-4725-9779-04BBFACA2361 ATTACHMENT 3
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4 2. RECITALS.

2.1. Consultant.

Consultant desires to perform and assume responsibility for the provision of certain professional On-Call Building and Safety 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 On-Call Building and Safety 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 On-Call Building and Safety consulting services for the on-call Building and Safety consulting services project ("Project") as set forth in this Agreement.

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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 On-Call Building and Safety consulting services necessary for the Project ("Services"). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations.

3.1.2 Term. The term of this Agreement shall be from May 1, 2026 to April 30, 2029, unless earlier terminated as provided herein. The City shall have the unilateral option, at its sole discretion, to renew this Agreement annually for no more than two (2) additional one-year terms. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines.

3.2. Responsibilities of Consultant.

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

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

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

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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: William Hayes, Director of Operations.

3.2.5 City's Representative. The City hereby designates Gayle Ackerman, Director of Community Development, 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 Shelby Cook, Director of Client Success, 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: A61C1B19-7D4F-4725-9779-04BBFACA2361 ATTACHMENT 3
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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. Nothing in this Section shall be understood to modify the applicable standard of care, specified in Section 3.2.8.

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 Docusign Envelope ID: A61C1B19-7D4F-4725-9779-04BBFACA2361 ATTACHMENT 3
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8 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.

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, defend 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 negligence, willful misconduct or active negligence of the City, its officials, officers, agents, employees or authorized volunteers. (B) Defense: In the event that the Consultant declines to provide a 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 Docusign Envelope ID: A61C1B19-7D4F-4725-9779-04BBFACA2361 ATTACHMENT 3
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9 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.

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 FIVE HUNDRED THOUSAND DOLLARS ($500,000.00) 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 Docusign Envelope ID: A61C1B19-7D4F-4725-9779-04BBFACA2361 ATTACHMENT 3
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10 required by law. Consultant shall defend, indemnify and hold the City, its officials, officers, employees, 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:

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11 Consultant: Interwest Consulting Group, Inc.
1 Jenner, Suite 160
Irvine, CA 92618
ATTN: Shelby Cook, Director of Client Success
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. For the avoidance of doubt, nothing in this Agreement shall be understood to grant City rights to pre-existing intellectual property of Consultant, including Consultant software and licensed soft-ware, or to any improvements thereto.

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.

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12 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) 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 acceptable to the City), 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 acceptable to the City), 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 agreement of parties or 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.

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13 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.

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, which shall not be unreasonably delayed or withheld. 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 Docusign Envelope ID: A61C1B19-7D4F-4725-9779-04BBFACA2361 ATTACHMENT 3
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14 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 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 Interwest Consulting Group, Inc.

By: [AUTHORIZED CITY SIGNATURE]
Robert Pequeño
Mayor
By: [VENDOR SIGNATURE 1]
Chris Giordano
Chief Executive Officer (CEO)
[If Corporation, TWO SIGNATURES,
President OR Vice President AND Secretary
OR Treasurer REQUIRED]
ATTEST:

By: [CITY CLERK SIGNATURE]
Thy Merritt
City Clerk
By: [VENDOR SIGNATURE 2]
David Kniff
Assistant Secretary (Corporation or LLC)
APPROVED AS TO FORM:

By: [CITY ATTORNEY SIGNATURE]
Best Best & Krieger LLP
City Attorney
[CONTRACT ADMINISTRATOR APPROVAL]
[PROJECT MANAGER APPROVAL]
[CITY CLERK - INSURANCE APPROVAL]
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16 5. EXHIBIT "A" SCOPE OF SERVICES

5.1. EXHIBIT "A" SCOPE OF SERVICES
The services described herein are intended to provide supplemental Building and Safety support on an on-call, as-needed basis. The consultant shall make available qualified personnel to perform services at the request of the City to supplement City staff, provide specialized expertise, support operational continuity during staff absences or workload fluctuations, and provide offsite plan check services. The City does not guarantee any minimum amount of work under this agreement. The City may utilize City staff, other consultants, or a combination thereof to perform Building and Safety services.

GENERAL SERVICES
• Plan checking services for erosion control, building (architectural and structural), electrical, mechanical, and plumbing work;
• Permit issuance for building, electrical, mechanical, and plumbing work; • Managing/coordinating review of plans (for permits to be issued by the Building and Safety Division) by other Departments/Divisions, including routing of plans for plan checking (as appropriate, on a case-by-case basis), transmitting comments to permit applicants, and maintaining records of plan check comments;
• Inspection services for erosion control, building, electrical, mechanical, and plumbing work, including all work requiring a permit issued by the Building and Safety Division, as well as walls/fences, signs, parking lot striping, and other improvements shown on approved plans.

Inspectors will be required to verify consistency between approved plans and as-built projects as a standard practice with all inspections and to report any significant deviations to the Director or her/his designee prior to finaling permits;
• Building Official administration, resolution of complex Building Code issues, Building Code adoption including recommendation of code refinements;
• Assistance to the public at the counter within City Hall, online submittals through the EPL system (e.g. solar permits), and via phone and e-mail regarding City processes and code/permit requirements;
• Intake of plans for review;
• Review of conceptual plans for development proposals and preparation of plan review memoranda identifying significant code compliance deficiencies that may impact the project design and/or feasibility;
• Required use and ability to use the City’s permitting software to track all building and safety services based on City-established plan submittal and review, permit issuance, inspection, and record management processes;
• Assistance with the configuration, implementation, and ongoing support of the City’s permitting software;
• Coordination/cooperation with, and consultant to, Planning, Code Enforcement, Public Works, and other City staff regarding building, plumbing, mechanical, electrical codes, permitting requirements, permit/project/inspection status, and other related matters; • Coordination with Planning, Code Enforcement, Public Works, and other City staff on all requirements for permit issuance, including compliance with conditions of approval; Docusign Envelope ID: A61C1B19-7D4F-4725-9779-04BBFACA2361 ATTACHMENT 3
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17 • Ongoing training for assigned personnel for full compliance with current building standards, software updates, etc.;
• Review and support of digital/electronic plan tracking and review, supporting when such services are available;
• Assign personnel with all materials, resources, and training necessary to conduct plan reviews, including a current copy of the applicable City amendments, policies, procedures, and forms; • Provision of City-approved mobile devices and mobile data plans compatible with the City’s permitting and land management system for building inspectors and personnel as needed; and • The firm and its contracted personnel maintain memberships with the International Conference of Building Officials (ICBO) and the International Code Council (ICC). _____________________________________________________________________________________

SPECIALIZED SERVICES
Hillside Development Review and Inspection:

Due to the location of new residential construction in the City’s hillside areas, the City anticipates plan check, permitting, and inspection activity relating to hillside grading, mechanically-stabilized earth (MSE) retaining walls, other soil retaining systems, and drainage. Responsibility for grading plan check, permitting, and inspections for grading and drainage was transferred to the City’s Public Works Department in 2012. However, the Building and Safety Division retains responsibility for reviewing soils reports, foundations, and retaining walls.

The Building and Safety consultant is required to have access to licensed professionals well-versed in geotechnical issues to provide plan checking of retaining walls, review of geotechnical reports, and any special inspections that may be needed. These professionals are expected to coordinate with Public Works Department staff on an as-needed basis regarding geotechnical matters.

Permitting System Use, Support, and Mobile Devices:

The City currently uses Enterprise Permitting & Licensing ("EPL") (previously known as EnerGov), a management software by Tyer Technologies for permits, plans, and inspections. EPL provides functionality for multiple City departments and divisions, including the Building and Safety Division, for tracking and managing project reviews, plan check submittals, permit issuance, and inspection activity.

The Building and Safety Services consultant will be required to use EPL, or any future replacement system, to track all building and safety services based upon City-established plan submittal and review, permit issuance, inspection, and record management processes. The consultant shall also assist City staff/consultants as requested with EPL permit, inspection, and fee configuration to support Building and Safety operations.

The consultant will be required to furnish its Building Inspectors with City-approved mobile devices with mobile data plans compatible with the City’s permitting and land management system, and to pay the annual software licensing and support fees for the mobile portion of the software. The consultant will also be responsible for the ongoing maintenance and replacement of the mobile devices if damaged or at “end-of-life.” The consultant’s mobile device “end-of-life” shall be aligned to the City’s IT equipment and device replacement standards, which most of the City’s end-user IT equipment is placed and refreshed every 3-4 years after purchase. EPL's mobile application (EnerGov IG Inspect app) currently requires tablet devices with Apple iOS, and the Mobile Software Licensing cost is approximately $700- Docusign Envelope ID: A61C1B19-7D4F-4725-9779-04BBFACA2361 ATTACHMENT 3
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18 $800 per device per year. The consultant will be responsible for training and ensuring usage of such devices.

Electronic Plan Checking:

The City currently utilizes electronic plan checking services. The consultant shall support the City’s electronic plan review process and ensure that assigned plan check personnel are proficient in the use of Bluebeam Revu or other City-approved electronic plan review software. Plan reviews shall be conducted in accordance with the City’s established electronic plan submittal, review, and comment procedures and shall meet the maximum service delivery timeframes identified herein. _____________________________________________________________________________________ ON-CALL SERVICE ROLES:

The consultant shall make available qualified personnel for the following service roles on an on-call, as- needed basis. These personnel may be assigned by the City to perform services at City Hall, remotely, or at project sites depending on the City’s operational needs, provided however, that inspection staff will primarily work in the field. Lake Forest City Hall is open Monday through Thursday from 8:00 a.m. to 6:00 p.m. and Friday from 8:00 a.m. to 5:00 p.m., excluding 10 holidays annually [1]: City Hall is closed on: New Year’s Day, Martin Luther King Day, President’s Birthday, Memorial Day, Independence Day, Labor Day, Veteran’s Day, Thanksgiving Day, Friday after Thanksgiving, and Christmas Day. The consultant shall ensure that all personnel assigned to the City maintain sufficient ongoing training and continuing education to perform their assigned duties. Work under this agreement will be assigned by the City on an as-needed basis. The City may utilize City staff, other consultants, or a combination thereof to perform Building and Safety services. The City may assign work to one or more consultants at its sole discretion.

Building Official with Plan Check Capabilities
This role may provide Building Official-level services when authorized by the City. The Building Official is responsible for overseeing building plan check, inspection, code compliance and permitting, and acts as an official City representative on building-related matters. In the event of a contracted Building Official's unavailability (e.g. vacation, sick, etc.), the consultant may provide a backup position of equivalent expertise (Deputy Building Official is allowed).

Duties shall include:
• On an as-needed basis, the consultant may provide Building Official-level services when authorized by the City, including code interpretation, plan review oversight, policy guidance, and emergency structural assessments as requested (including after-hour emergencies); • Oversee and manage required construction site stormwater quality inspection, reporting, and records maintenance;
• Establish and implement building procedures to ensure a high level of customer satisfaction; • Plan check complex building plans;
• Provide over-the-counter plan check for minor residential remodels and commercial tenant improvements;
• Provide information and assistance to homeowners, businesses, and the development community;
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19 • Coordinate with City staff regarding assigned work and provide services within agreed-upon timeframes;
• Interface with other City departments/divisions in coordinating plan approval and building/stormwater code-related issues;
• Interface with third-party agencies, including but not limited to developers, Transportation Corridor Agencies, Orange County Fire Authority, Orange County Health Care Agency, water districts, etc.;
• Ensure the use of the City’s permitting software and devices by subordinates to track all building and safety services based on City-established plan submittal and review, permit issuance, inspection, and record management processes; and
• May be required to attend one or more City Council and/or Planning Commission meetings annually, on an as-needed basis, to address Building and Safety related matters.

Qualifications:
• Five or more years of increasingly responsible plans examination, building inspections, and structural engineering experience, including two or more years in a supervisory or lead role; • Equivalent to a bachelor’s degree from an accredited college or university, with major course work in engineering, public administration, architecture, or related field; • Possession of valid ICC certification as a Certified Building Official and ICC certification as a Plans Examiner;
• Experience with residential tract development highly desirable; • Experience with use and configuration of permit tracking software; • Certification as a Qualified Stormwater Pollution Prevention Plan (SWPPP) practitioner or Qualified SWPPP Developer is highly desirable;
• Registered Civil Engineer is highly desirable;
• Certification as a Certified Access Specialist (CASp), ICC-certified Accessibility inspector/plans examiner, or equivalent is highly desirable;
• Excellent oral and written communication skills; and
• Solution-oriented customer service experience with a wide range of customers, including developers, contractors, homeowners, business owners, and City staff.

Deputy Building Official/Plans Examiner
On an as-needed basis, consultant shall provide a Deputy Building Official as Acting Building Official, when authorized by the City. Office space for supplemental plan checking for building plans may be provided at City Hall but may take place at an off-site location provided by the consultant. The contracted Deputy Building Official would cover the Building Official responsibilities in their absence (e.g. vacation, sick, etc.)
Duties shall include:
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20 • Perform plan review of residential and commercial projects (all disciplines) to ensure compliance with adopted codes;
• Coordination with other City departments/divisions so that the requirements of those departments can be incorporated within such building plans; • Coordinate reviews by other appropriate agencies having jurisdiction in such matters related to the enforcement of Fire, Sanitation, and Health Codes; and • When satisfied that all building-related conditions of approval and the appropriate requirements of the City’s Building Codes have been met, and upon approval as necessary of other City departments, the consultant shall issue permits as appropriately set forth in such codes.

Qualifications:
• Registered Civil Engineer highly desirable;
• Three or more years of experience as a Plans Examiner; • ICC Certification as a Plans Examiner;
• Certification as a Certified Access Specialist (CASp), ICC-certified Accessibility inspector/plans examiner or equivalent is highly desirable;
• Experience with the use of permit tracking software(s); and • Solution-oriented customer service experience with a wide range of customers, including architects, engineers, developers, contractors, homeowners, business owners, and City staff.

Senior Building Inspector
On an as-needed basis, consultant shall provide a Senior Building Inspector. The services of the Senior Building Inspector shall be required to meet maximum service timeframes, depending on current and future workload.

Duties shall include:
• Perform combination inspections for residential and commercial projects with an emphasis on more complex projects;
• Verification of Best Management Practice (BMP) compliance at all applicable project sites; • Supervise building inspectors assigned to Lake Forest and ensure that records are maintained for all building/inspection activities;
• Perform inspections assigned by the City and coordinate inspection results with City staff; • Provide building/construction site inspections to ensure compliance with the conditions of approval and code requirements set forth on the plans for which the permit was issued, including code compliance with stormwater management requirements for construction sites; • Provide adequate training to other inspectors to ensure consistent quality of service; • Resolve Code interpretation issues in the field; and
• Respond to after-hour emergencies when the City/contracted Building Official is unavailable.

Qualifications:
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21 • ICC Certification as a Building Inspector;
• ICC Certification as a Combination Building Inspector is highly desirable; • Experience with residential tract inspection;
• Solution-oriented customer service experience with a wide range of customers, including developers, contractors, homeowners, business owners, and City staff; and • Certification as a Qualified SWPPP practitioner or Qualified SWPPP Developer with underlying certification is highly desirable.

Lead Permit Technician
On an as-needed basis, consultant shall provide a Lead Permit Technician. The services of the Lead Permit Technician shall be required to meet maximum service timeframes, depending on current and future workload.

Duties shall include:
• Counter support services when requested by the City, accept plans, issue permits, provide online permitting services, provide information to the general public, calculate charges and fees, prepare statistical reports, coordinate with third-party agencies (such as Developers, Transportation Corridor Agencies, Orange County Fire Authority, Orange County Health Care Agency, water districts, etc.) prior to permit issuance if needed; • Read and understand construction drawings to ensure the scope of the permit matches submitted drawings;
• Maintain records and prepare documents for storage and/or imaging and maintain NPDES records for new construction;
• Answers phone calls, returns emails and voicemails;
• Provide adequate training to other permit technicians; • Prepare quarterly and annual State-required reports; and • Provide monthly permitting reports for record-keeping purposes, County of Orange Assessor's, and other needs.

Qualifications:
• Three or more years of experience performing required technical building and safety support functions;
• High school diploma;
• ICC Certification as a Permit Technician is required; • Experience with the use of permit tracking software; and • Solution-oriented customer service experience with a wide range of customers, including contractors, homeowners, business owners, and City staff.

Building Inspector
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22 On an as-needed basis, the consultant shall provide Building inspectors as necessary to meet the City's Maximum Service Delivery Timeframes. Inspectors may be provided office space within City Hall and may be requested to meet with applicants at City Hall, coordinate inspections, or respond to inquiries as needed.

Duties shall include:
• Provide combination inspection services during the course of construction to verify and enforce compliance with approved plans, conditions of approval as set forth on the plans corresponding to the issued permit, and applicable provisions of the City’s ordinances and Codes, including code compliance with stormwater management requirements for construction sites. As requested by the City, the Building Inspector may respond to after-hour emergencies when the City/contracted Senior Building Inspector is unavailable.

Qualifications:
• Two or more years of experience as a Building Inspector; • ICC Certification as a Building Inspector;
• ICC Certification as a Combination Building Inspector is highly desirable; • Solution-oriented customer service experience with a wide range of customers, including architects, engineers, contractors, homeowners, and business owners; and • Certification as a Qualified SWPPP practitioner or Qualified SWPPP Developer with underlying certification is highly desirable;
Permit Technician
On an as-needed basis, the consultant shall provide a Permit Technician(s) to supplement the City's Senior Permit Technician. The services of the Permit Technician(s) shall be as required to meet maximum service timeframes based on the current and future workload.

Duties shall include:
• Provide assistance at the building counter, accept plans, issue permits, provide online permitting services, provide information to the general public, calculate charges and fees, prepare statistical reports, coordinate with other City staff/Departments/Divisions and Orange County Fire Authority, maintain records and prepare documents for storage and/or imaging and maintain NPDES records for new construction.

Qualifications:
• Two or more years of experience performing required technical building and safety support functions;
• High school diploma;
• ICC Certification as a Permit Technician is highly desirable; • Experience with the use of permit tracking software(s); • Answers phone calls, returns emails and voicemails;
• Familiarity with online submittals; and
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23 • Solution-oriented customer service experience with a wide range of customers, including architects, engineers, contractors, homeowners, business owners, and City staff.

Administrative Assistant
On an as-needed basis, the consultant shall provide an Administrative Assistant to supplement the City's Permit Technicians. The Administrative Assistant would provide technical, clerical, and administrative support.

Duties shall include:
• Answer phones, takes messages, schedule inspections and provide information to public; • Reply to general emails and inquiries;
• Assist Permit Technicians to process online permit requests; • File hard copies and record keeping of permits, drawings, and supplementary documents; • Accept payments to enter into permitting system;
• Provide counter assistance to customers; and
• Track expired permits and reports to Code Enforcement division; • Check daily inspection results and coordinate physical permits to entries in the permitting system;
• Assist Permit Technicians in digitally routing projects; • Collect records of monthly permits for record-keeping purposes; and • Prepare monthly statistical reports.

Qualifications:
• Requires a High School Diploma and two (2) years of related work experience; • Experience in Microsoft Office and related applications; • Ability to learn permitting system applications with guidance; and • Solution-oriented customer service experience with a wide range of customers, including architects, engineers, contractors, homeowners, business owners, and City staff.

Offsite Plan Check Services provided by ICC Certified Plans Examiner and/or Plan Check Engineer On an as-needed basis, the consultant shall provide offsite plan check services by an ICC Certified Plans Examiner and/or Plan Check Engineer. Office space for supplemental plan checking for building plans may be provided at City Hall but may also take place at an off-site location provided by the consultant.

Duties shall include:
• Perform plan review of residential and commercial projects (all disciplines) to ensure compliance with adopted codes;
• Coordination with other City departments/divisions so that the requirements of those departments can be incorporated within such building plans; Docusign Envelope ID: A61C1B19-7D4F-4725-9779-04BBFACA2361 ATTACHMENT 3
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24 • Coordinate reviews by other appropriate agencies having jurisdiction in such matters related to the enforcement of Fire, Sanitation, and Health Codes; and • When satisfied that all building-related conditions of approval and the appropriate requirements of the City’s Building Codes have been met, and upon approval as necessary of other City departments, the consultant shall issue permits as appropriately set forth in such codes.

Qualifications:
• Construction-related education desirable (Plans Examiner); • California Registered Civil or Structural Engineer (PE or SE) required (Plan Check Engineer); • Three or more years of experience as a Plans Examiner; • ICC Certification as a Plans Examiner;
• Certification as a Certified Access Specialist (CASp), ICC-certified Accessibility inspector/plans examiner or equivalent is highly desirable;
• Experience with the use of permit tracking software(s); and • Solution-oriented customer service experience with a wide range of customers, including architects, engineers, developers, contractors, homeowners, business owners, and City staff.

Stormwater Compliance Inspector
On an as-needed basis, the consultant shall provide Stormwater Compliance Inspector services. Office space may be provided at City Hall but may also take place at an off-site location provided by the consultant.

Duties shall include:
• Oversees maintenance of NPDES construction site inventory and annual reporting; • Responsible for ensuring the regular inspection and monitoring of construction sites City-wide for compliance with the Lake Forest Municipal Code, SWPPP requirements, and Best Management Practice (BMP) compliance verification;
• Provides quarterly training to building inspectors assigned to the City (QSD required) or provides training via a qualified subcontractor with equal expertise; and • Serves as liaison to City staff.

Qualifications:
• Possess and maintain a certification for Qualified SWPPP Practitioner (QSP) or Qualified SWPPP Developer (QSD);
• QSP Certification (2 years minimum) required, QSD is preferred; and • Two years minimum experience in Stormwater Compliance management.

Permit/Plan/Inspection Management Software Specialist/Liaison On an as-needed basis, the consultant shall provide an Enterprise Permitting and Licensing ("EPL") Specialist/Liaison(s) to assist Building and City staff with application enhancements to the permitting software. A virtual position is permitted. Depending on the need, experience can be end-user specific Docusign Envelope ID: A61C1B19-7D4F-4725-9779-04BBFACA2361 ATTACHMENT 3
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25 (such as a permit technician) all the way up to a software administrator (manages the back-end configurations/operations/solutions).

Duties shall include:
• Under the direction of key City personnel, assist the City and Building staff in fixing or enhancing applications within the permitting software. Will assist in working as a liaison between City staff and Tyler Technologies.

Qualifications:
• Two or more years of skilled experience with EPL;
• High school diploma; and
• Solution-oriented customer service experience.

Certified Access Specialist (CASp)
On an as-needed basis, the consultant shall provide a Certified Access Specialist (CASp) for accessibility- related services. A virtual position is permitted when feasible.

Duties shall include:
• Under the direction of key City personnel, assist City and Building staff in inspecting buildings and sites for compliance with applicable state and federal construction-related accessibility standards;
• Review of plans for ADA accessibility and/or constructability and provide comments; and • ADA-Compliance Training: The CASp will conduct ADA-compliance training for City staff, including planners, code enforcement, and public works personnel. Training sessions will focus on ADA regulations, guidelines, and best practices to ensure staff are well-equipped to implement accessibility standards in their respective roles.

Qualifications:
• Certification from the CA Division of the State Architect as a Certified Accessibility Specialist is desirable or as directed by State law.
_____________________________________________________________________________________ MISCELLANEOUS:

The consultant shall be responsible for furnishing and maintaining all field personnel assigned to the City of Lake Forest with uniform shirts and jackets that identify each individual as an employee of the selected consulting firm working under contract to the City of Lake Forest. Personnel uniforms must be in conformance with the City’s logo policy as it relates to Lake Forest Municipal Code § 1.04.070 Criteria for use of seal, logo, slogan or the words "City of Lake Forest." _____________________________________________________________________________________ MAXIMUM SERVICE DELIVERY TIME FRAMES:

When assigned work by the City, the consultant shall perform services within the following target timeframes unless otherwise approved by the City:

Service Time Frame for Delivery
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26 Permit assistance at the public counter: Average within 10 minutes of customer arrival Major plan check: 2 weeks (10 working days)
Subsequent plan checks: 1 week (5 working days)
Minor plan checks and single-story
homeowner additions:
3 days if submitted into plan check or over the counter Building inspection: The following working day if request is received before 5 PM
Water Quality Inspections: As required by NPDES Permit and/or City direction Water Quality Annual Reporting: As required by NPDES Permit and/or City direction Maintenance of NPDES Site Inventory: At the direction of the City (typically quarterly) Return of telephone calls and e-mails: Within 24 hours
Monthly statistical accounting and
preparation of plans for imaging:

Completed at the end of each month
[1] The City reserves the right to change the hours that City Hall is open without amending the contract and with 10-days minimum notice to consultant.

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27 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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28 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 FIVE HUNDRED THOUSAND DOLLARS ($500,000.00). Compensation shall be paid per the following schedule and terms.

Any specialized services that exceed the scope of services (ex/ non-permit related inspections and providing comments on entitlement applications) will be billed at the hourly rates below. No extra services will be billed by Consultant without prior authorization by the City. Overtime will be billed at 1.5 times the regular rate as authorized by the City when requested and may be funded by the applicant.

Certified Classification
Hourly Rate
(Year 1)
Hourly Rate
(Year 2)
Hourly Rate
(Year 3)
Building Official with Plan Check Capabilities $155.00 $159.65 $164.44 Senior Building Inspector $105.00 $108.15 $111.39
Lead Permit Technician $75.00 $77.25 $79.57
Deputy Building Official / Plans Examiner $140.00 $144.20 $148.53 Building Inspector $100.00 $103.00 $106.09
Permit Technician $70.00 $72.10 $74.26
Offsite Plans Examiner $120.00 $123.60 $127.31
Offsite Plan Check Engineer $140.00 $144.20 $148.53
Stormwater Compliance Inspector $145.00 $149.35 $153.83 Permit/Plan/Inspection Management Software Specialist/Liaison $120.00 $123.60 $127.31 Certified Access Specialist Professional (CASp) $125.00 $128.75 $132.61 Administrative Assistant $65.00 $66.95 $68.96
In the event that this Agreement is renewed pursuant to Section 3.1.2, the rates set forth above may be increased or reduced each year at the time of renewal, but any increase shall not exceed the Consumer Price Index, All Urban Consumers, Los Angeles-Long Beach-Anaheim.

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29 8. EXHIBIT "D" - INSURANCE REQUIREMENTS

8.1. EXHIBIT "D" - INSURANCE REQUIREMENTS

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

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

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

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

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

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

1.1.5 Waiver of Subrogation. All policies of Commercial General Liability and Automobile Liability insurance shall contain or be endorsed to waive subrogation against the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a Docusign Envelope ID: A61C1B19-7D4F-4725-9779-04BBFACA2361 ATTACHMENT 3
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31 loss. Consultant hereby waives its own right of recovery against the City, its officials, officers, employees, agents, and volunteers, and shall require similar written express waivers and insurance clauses from each of its subconsultants.

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

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

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

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

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

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

1.1.12 Insurance for Subconsultants. Consultant shall include all subconsultants engaged in any work for Consultant relating to this Agreement as additional insureds under the Consultant's policies, or the Consultant shall be responsible for causing subconsultants to purchase the appropriate insurance in compliance with the terms of these Insurance Requirements, including adding the City, its Docusign Envelope ID: A61C1B19-7D4F-4725-9779-04BBFACA2361 ATTACHMENT 3
Item: 7
186

Title: On-Call Building & Safety Services
32 officials, officers, employees, agents, and volunteers as additional insureds to the subconsultant's policies. All policies of Commercial General Liability insurance provided by Consultant’s subconsultants performing work relating to this Agreement shall be endorsed to name the City, its officials, officers, employees, agents and volunteers as additional insureds using endorsement form ISO CG 20 38 04 13 or an endorsement providing equivalent coverage. Consultant shall not allow any subconsultant to commence work on any subcontract relating to this Agreement until it has received satisfactory evidence of subconsultant’s compliance with all insurance requirements under this Agreement, to the extent applicable. The Consultant shall provide satisfactory evidence of compliance with this section upon request of the City.

Docusign Envelope ID: A61C1B19-7D4F-4725-9779-04BBFACA2361 ATTACHMENT 3
Item: 7
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ATTACHMENT 4
ATTACHMENT 4
Item: 7
188

Selected Consultant: Contact #1: Contact #2: Contact #3:
4LEAF, Inc. City of San Marcos Los Angeles County Public Works City of Avalon Name David Yorba,
CBO
Fouad Barakat,
Senior Civil Engineer
Jocelyn Francis,
Assistant City Manager
Phone No. or Email [email protected] [email protected] [email protected]

QUESTION RESPONSE RESPONSE RESPONSE

1. List the type of service or project provided, including approximate duration and contract value (if known).

We use 4lEAF for plan review and
inspection services.
4 Leaf Provided Plan Check,
Inspection, and permit Technician
Services for 3 years.

Provides contract Building Official and
Building Inspections services for the
City of Avalon (min. 3 days a week),
plus on-call services (ex. engineering)
not-to-exceed $200,000 annually.

2. The Consultant's overall quality of work/services and performance 34 4

3. The project was completed within schedule and controlling costs/budget N/A
Our contract with 4LEAF does not have a
schedule or a budget they have to abide
by. We simply request their plan review
and/or inspection services as needed.
4 N/A
On-going services to supplement and
replace City staffing.

4. Capability and technical competence of Consultant's staff 44 5

5. Compliance with contract requirements 35 4

6. Effective management of the project or services, including subcontractors 25 4

7. Would you use or recommend this Consultant for similar projects in the future? (Yes, No, or Unsure. If no, please explain briefly) Unsure Yes Yes

8. Did the Consultant communicate effectively and keep you informed throughout the project? (Yes, No, or Partially. If no, please explain briefly) Partially Yes Yes

9. How effective was the Consultant at resolving unforeseen issues or changes in scope? (Very Effective, Somewhat Effective, or Ineffective. If ineffective, please explain briefly)
Somewhat Effective Very Effective Effective

10. Briefly note any comments you wish to share with us regarding this Consultant's services, project performance, or staffing The staff is great to work with, they are
reliable, knowable, and competent. It is the
management staff that I have a problem
reaching when I encounter issues I need
resolved.

They had great customer service and
were responsive to our requests.

The City of Avalon is a small coastal
island community, so having the
breadth and expertise afforded to us
through 4Leaf has been extremely
helpful. Whether it is working on larger
private development projects,
homeowner renovations, or nuisance
properties.

Questions #2-6 Rating Scale: 1=Poor, 2=Ok, 3=Good, 4=Very Good, 5=Excellent) On-Call Building & Safety Services
ATTACHMENT 4
Item: 7
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ATTACHMENT 5
ATTACHMENT 5
Item: 7
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Selected Consultant: Contact #1: Contact #2: Contact #3:

Bureau Veritas North America, Inc. City of Fontana City of Corona County of Riverside Name Jeff Bauhman,
Director of Building & Safety
Chris Milosevic,
Building Official Mark Nashed
Phone No. or Email [email protected] [email protected] [email protected]

QUESTION RESPONSE RESPONSE RESPONSE

1. List the type of service or project provided, including approximate dur
ation and contract value (if known).

Bureau Veritas has provided plan check
services to the City of Fontana for the past
6yr
Building safety services, plan review
and permitting, inspection and code
enforcement. Duration since 2012 to
present.

On-Call Plans Examiner, Building
Inspector, and Counter Technician

2. T
he Consultant's overall quality of work/services and performance 5 5 4

3. The project was completed within schedule and controlling c
osts/budget 5 5 4

4. C
apability and technical competence of Consultant's staff 5 5 4

5. C
ompliance with contract requirements 5 5 5
6 . E
ffective management of the project or services, including subcontractors 5 5 4

7. Would you use or recommend this Consultant for similar projects in the future? (Yes, No, or Unsure. If no, please explain briefly) Yes Yes Yes

8. Di
d the Consultant communicate effectively and keep you informed t
hroughout the project? (Yes, No, or Partially. If no, please explain briefly) Yes Yes Yes

9. How effective was the Consultant at resolving unforeseen issues or changes in scope? (Very Effective, Somewhat Effective, or Ineffective. If ineffective, please explain briefly)
Very Effective Very Effective Very Effective

10. Br
iefly note any comments you wish to share with us regarding this Consultant's services, project performance, or staffing BV has bee great at turning around plan
checks within the agreed amount of time
(10 days). They communicate well on the
status of plan checks.
- -
Questions #2-6 Rating Scale: 1=Poor, 2=Ok, 3=Good, 4=Very Good, 5=Excellent) On-Call Building & Safety Services
ATTACHMENT 5
Item: 7
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ATTACHMENT 6
ATTACHMENT 6
Item: 7
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Selected Consultant: Contact #1: Contact #2: Contact #3:

Interwest Consulting Group, Inc. City of Murrieta City of Costa Mesa City of Encinitas Name Andrew “Andy” Krogh,

CBO, CFM
Charles Chamoun,
Chief Plans Examiner
Andrew Maynard,
Planning Manager
Phone No. or Email [email protected] [email protected] [email protected]

QUESTION RESPONSE RESPONSE RESPONSE

1. List the type of service or project provided, including approximate duration and contract value (if known).
2 year contract with two 1 year extension options. Max per year $650K or as budget allows. They have been a City
approved consultant for over 10+ years.

Architectural; structural, mechanical.

Electrical. Plumbing and grading plan
reviews.

The consultant provides full time
building services (In-person
Technicians, plan check review and
inspections) and this has been for 40
years. The company has had several
mergers from other companies since
the City first starting utilizing their
services.

2. The Consultant's overall quality of work/services and performance 55 2

3. The project was completed within schedule and controlling costs/budget 55
N/A
Full-time services and not project
specific

4. Capability and technical competence of Consultant's staff 55 4

5. Compliance with contract requirements 45 3

6. Effective management of the project or services, including subcontractors 55 2

7. Would you use or recommend this Consultant for similar projects in the future? (Yes, No, or Unsure. If no, please explain briefly) Yes.

They have been able to accommodate all requests for
services including plan review, inspectors (inspections) and permit techs.

Yes
Unsure. We have had consistent
issues in the past few years with the
consultant, and had to go above their
upper management to CEO to address
issues, which are now in the process
of being corrected.

8. Did the Consultant communicate effectively and keep you informed throughout the project? (Yes, No, or Partially. If no, please explain briefly) Yes.

The do schedule regular meetings at a minimum of twice a year or as we request.

Most of the Time
Yes
Overall, the management and teams
communicates with staff and
management.

On-Call Building & Safety Services
ATTACHMENT 6
Item: 7
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9. How effective was the Consultant at resolving unforeseen issues or changes in scope? (Very Effective, Somewhat Effective, or Ineffective. If ineffective, please explain briefly)
Somewhat Effective.

Depending on needs it may take them some time to
commit to an inspector for part time use. This can pose a problem if the vetted inspector that has been background checked is not available and we are looking for a short- term increase in inspection capacity. Long term use of a single inspector has not been an issue for staffing needs.

Very Effective
Somewhat effective.

If you are utilizing the consultant for
building technicians or inspectors, it is
imperative that you dictate the
maximum number of staff needed, as
they have been reluctant to provide
additional staffing.

10. Briefly note any comments you wish to share with us regarding this Consultant's services, project performance, or staffing The consultant has been very responsive to calls and
emails and is great to work with overall. They have made a strong effort to accommodate our staffing requests;
however, at times it has been challenging to find qualified temporary staff, particularly permit technicians. The
building inspectors who have been vetted and utilized
have performed very well. Plan checks have consistently been completed within appropriate timelines, and for the most part, reviews have included all items identified in our city-specific customer packet, with only occasional
omissions of city-specific requirements.

Billing has generally been timely and accurate. On
occasion, billing has reflected incorrect project numbers or was only provided at the end of the month rather than with the returned plan review, which required post-permit billing to customers. These issues were resolved through email
communication and follow-up discussions. Additionally, a CPI index increase was initially calculated incorrectly and routed to the wrong contract designee; this was resolved quickly with a single email, and all contract amounts were corrected within a few days.

Overall, we have been very satisfied with the consultant’s services and continue to use them as needed.
-
In the recent years we have had
significant turnover with their staff (6-8)
building technicians and similar
numbers with inspectors, causing
consistency issues and retraining for
code or policies specific to the City.

Questions #2-6 Rating Scale: 1=Poor, 2=Ok, 3=Good, 4=Very Good, 5=Excellent ATTACHMENT 6
Item: 7
194

CITY COUNCIL AGENDA REPORT
MEETING DATE: 04/07/2026
DEPARTMENT: Public Works
SUBJECT:

NOTICE OF COMPLETION FOR MUSCO LIGHT REPLACEMENT PROJECT (23P04)
RECOMMENDED ACTION(S):

1. Approve Contract Change Order No. 1 in the amount of $87,085.87.

2. Adopt a Resolution entitled, “A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LAKE FOREST, CALIFORNIA, AMENDING 2025-2027 OPERATING BUDGET; AMENDING OPERATING APPROPRIATIONS
FOR FISCAL YEAR 2025-26.”

3. Find that Horizon’s Construction Co., International, Inc. has completed construction of the MUSCO LED Light Replacement Project (23P04).

4. Approve the Notice of Completion and authorize the Mayor to execute the document on behalf of the City.

5. Authorize the City Clerk to submit the Notice of Completion for recordation to the Office of the County Recorder of Orange County within fifteen days of the City Council approval, as required by Section 9204 of the California Civil Code.

6. Authorize staff to release any unencumbered retention in accordance with California law.

EXECUTIVE SUMMARY:

The MUSCO Light Replacement Project has been completed, and the work has been accepted by the City. The project replaced outdated sports field lighting at Heroes Park with energy-efficient LED fixtures, upgraded the lighting control system, and improved the associated electrical infrastructure. The Recommended Actions include approval of Contract Change Order No. 1 (“CCO1”) (Attachment 1), a Budget Resolution to add additional funds for CCO1 (Attachment 2), and the Notice of Completion (Attachment 3).

During construction, unanticipated field conditions and operational requirements were identified that required minor modifications to the scope of work. Those Item: 8
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3 8
0 4
changes are documented in CCO1, which increases the contract amount by $87,085.87 and extends the project duration by eleven working days. The original Agreement was valued at $1,250,200.76 and had a duration of ninety working days. Approval of the Recommended Actions would increase the contract compensation to $1,337,286.63 and increase the duration to one hundred and one working days. A budget resolution is included for consideration to provide additional funding for CCO1.

BACKGROUND:

As part of the CIP budget, the City Council approved a project (23P04) to retrofit the existing sports field lights at Heroes Park with new LED lamps and make associated repairs to the existing electrical infrastructure. The project scope includes removal of the old lighting fixtures and cross arms, installing new LED fixtures on 19 existing light poles with new cross arms, and upgrading the lighting control system. The project also included replacing three aging electrical panels and cabinets. The City Council approved the construction agreement with Horizon’s Construction Co., International, Inc. (“Horizons”) on April 1, 2025, in the amount of $1,250,200.76.

DISCUSSION:

The project upgraded outdated sports field lighting with energy-efficient LED fixtures at Heroes Park, upgraded the lighting control system, and improved the electrical infrastructure at the site. The project was substantially completed on November 17, 2025.

Contract Change Order No. 1
During the course of construction, unanticipated site conditions and operational needs were encountered that differed from design assumptions. To address these conditions and ensure the project meets the City’s standards, staff initiated the following modifications to the project scope of work, summarized in Table 1 below.

Table 1
Work Item Cost Description
1 $14,634.87 Install crossarms and reposition existing
lights
2 $22,475.00 Replace deteriorated concrete pads
3 $19,051.95 Replace deteriorated pull boxes
4 $24,729.05 Replace metal halide lamps
5 $ 6,195.00 Replace damaged Field 3 wiring
Item: 8
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Work Item #1

The original project scope included replacement of the baseball field lighting systems. Because the park lighting infrastructure also supports intermittent soccer field use, staff directed the installation of new crossarms on the upgraded baseball field poles and the redeployment of existing HID fixtures to maintain adequate lighting coverage for soccer activities. This work was completed at a cost of $14,634.87 and resulted in an extension of eleven working days to the project schedule.

Work Item #2

The project design assumed the existing concrete pads supporting the park’s electrical distribution cabinets could be reused and expanded to accommodate the new equipment. After removal of the existing cabinets, the contractor discovered that the concrete pads were deteriorated and unsuitable for reuse.

Based on the engineer’s recommendation, the pads were replaced to provide a stable and durable foundation for the upgraded electrical cabinets. This work was completed at a cost of $22,475.

Work Item #3

The scope of work for the electrical upgrade consists of replacing conduit and conductors throughout the park. The electrical lines terminate in pull boxes that allow the electrical contractor to complete a run of wiring and splice the conduits and conductors together with the next leg of the wiring. Staff discovered that the existing pull boxes buried in the ground were deteriorated and unsuitable for reuse. Work Item #3 replaced the deteriorated pull boxes at a cost of $19,051.95 to ensure that the electrical infrastructure could be safely installed and maintained.

Work Item #4
As part of Work Item #1, the contractor removed existing lighting fixtures to install the new crossarms. During this process, testing identified several metal halide lamps that were no longer functioning. Staff determined it would be more cost- effective to replace all lamps at that time rather than replace only the failed units and incur additional service visits and aerial lift costs when remaining lamps failed. Work Item #4 replaced the lamps at a cost of $24,729.05.

Item: 8
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3 8
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Item: 8
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Work Item #5
Following installation of the upgraded lighting equipment, the contractor tested the electrical circuits serving the park. During testing, it was determined that wiring serving Field 3 had been damaged prior to the start of the project, likely during a previous irrigation repair excavation. Work Item #5 replaced the damaged wiring to restore proper operation of the lighting system. This work was completed at a cost of $6,195.

The total cost of Work Items #1-5 is $87,085.87. CCO1 has been approved and signed by the contractor.

Budget Resolution

Approval of Contract Change Order No. 1 requires additional funding beyond the amount originally appropriated for the project. The proposed budget resolution would amend the Fiscal Year 2025-26 appropriation for the 2025-2027 Operating Budget by appropriating $87,085.87 to fund the change order work associated with the MUSCO LED Light Replacement Project (23P04).

Notice of Completion
The Notice of Completion establishes a date that limits the time subcontractors and material vendors may file stop notices or liens against the project. Following City Council approval, the City Clerk must submit the Notice of Completion to the Clerk Recorder of Orange County within 15 days of the City Council’s action, as required by Section 9204 of the California Civil Code. Following approval and recordation, the Notice of Completion establishes a 30-day period for subcontractors and material vendors to file stop payment notices and initiate the start date for the warranty period. The work has been completed and accepted by the City. Staff recommend the City Council approve the Notice of Completion and the release of the retention payment 30 days after recording the Notice of Completion, providing there are no stop notices for the project on file with the City.

FISCAL IMPACT:

The proposed Budget Resolution (Attachment 2) would appropriate funds to the City’s Operating Budget to provide an additional $87,085.87 for CCO1. If CCO1 is approved, the total contract cost would increase from $1,250,200.76 to $1,337,286.63, for a total increase of $87,085.87. The recommended actions would also deem the Project complete, authorize the Mayor and City Clerk to execute the Notice of Completion, and permit staff to release any unencumbered retention in accordance with California law.

Item: 8
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ATTACHMENTS:

1. Contract Change Order No. 1

2. Budget Resolution No. 2026-___

3. Notice of Completion
Initiated By: Jonathan Poole, Senior Management Analyst Submitted By: Douglas Erdman, Director of Public Works/City Engineer Approved By: Debra Rose, City Manager
Item: 8
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Attachment 1
Item: 8
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Item: 8
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Attachment 2
Item: 8
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RESOLUTION NO. 2026-

A RESOLUTION OF THE CITY COUNCIL OF

THE CITY OF LAKE FOREST, CALIFORNIA,
AMENDING 2025-2027 OPERATING BUDGET ;

AMENDING OPERATING APPROPRIATIONS
FOR FISCAL YEAR 2025-26

WHEREAS, the 2025-2027 Operating Budget was adopted by the City Council on June 3, 2025; and

WHEREAS, the 2025-2032 Capital Improvement Plan was adopted by the City Council on June 3, 2025; and

WHEREAS, the appropriations and revenue estimates for Fiscal Year 2025-26 were adopted by the City Council on June 3, 2025; and

WHEREAS, modifications are now required as a result of changes during Fiscal Year 2025-26.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF LAKE FOREST DOES HEREBY RESOLVE, DETERMINE, FIND AND ORDER AS FOLLOWS:

Section 1. The City Council’s adoption of this Resolution is not a project within the meaning of the California Environmental Quality Act. Specifically, the City’s adoption of the Resolution is an administrative and fiscal function of the City that does not commit the City to any specific project or course of action (State CEQA Guidelines, sections 15378(b)(4) & (b)(5).) Thus, no environmental review of the Resolution is required. The City Council hereby directs staff to prepare, execute and file with the Orange County Clerk a Notice of Exemption within five working days of the adoption of this Resolution.

Section 2. Park Development Fund is amended to increase its Operating Appropriations for Fiscal Year 2025-26 as demonstrated in Exhibit A.

Section 3. The Director of Finance is hereby authorized to move appropriations between programs within program area budgets in concurrence with Department Directors.

Section 4. The City Manager is hereby authorized to transfer appropriations from one program area to another or between funds within the Operating Budget with Item: 8
204

notification to the City Council Audit Committee.

Se
ction 5. The City Manager is hereby authorized to transfer appropriations from a capital improvement project to another existing project within the adopted Capital Improvement Program with notification to the City Council Audit Committee.

Se
ction 6. The City Clerk shall attest as to the adoption and execution of this Resolution and cause the same to be maintained in the permanent records of the City.

PASSE
D, APPROVED AND ADOPTED this ___ day of _____ 2026, by the following vote, to wit:
___________________________
ROBERT PEQUEÑO
MAYOR
ATTEST:
_
___________________________

THY MERRITT

CITY CLERK
APPRO
VED AS TO FORM:
_
___________________________

MATTHEW RICHARDSON

CITY ATTORNEY
Item: 8
205

STATE OF CALIFORNIA )

COUNTY OF ORANGE ) SS

CITY OF LAKE FOREST )

I, Thy Merritt, City Clerk of the City of Lake Forest, California, do hereby certify that the foregoing Resolution No. 2026- was duly passed and adopted at a regular meeting of the Lake Forest City Council on the ___ day of _____ 2026, by the following vote, to wit:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

____________________________

THY MERRITT

CITY CLERK

Item: 8
206

EXHIBIT A

AMENDMENT TO THE 2025-2027

OPERATING BUDGET

Operating Appropriations

Fund Name Current Budget Increase
(Decrease)
Amended
Budget
Park Development $1,250,201 $87,086 $1,337,287
Total $1,337,287

Item: 8
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Attachment 3
Item: 8
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RECO

RDING REQUESTED BY
AND MAIL TO:

Thy Merritt
City Clerk
City of Lake Forest
100 Civic Center Dr
Lake Forest, California, 92630
Fee E
xempt – Gov’t Code §27383
NO

TICE OF COMPLETION
(C.C.C. 9204 - PUBLIC WORKS)
NO
TICE IS HEREBY GIVEN THAT:

1. The City of Lake Forest located at 100 Civic Center Drive, Lake Forest, California, 92630, has completed a public work
of improvement described as Musco LED Light Replacement Project (2025-016) and accepted by the awardi
ng authority upon the date hereof.

2. Date of completion: April 7, 2026.

3. Description of
work performed: Landscape renovation and turf removal

4. T
he City’s interest in the property in which the public work was completed is:  Fee  Easement x
Lease.

5. The real property upon which said public work was performed in the City of Lake Forest is: Heroes Park

6. The contractor
was: Horizon’s Construction Co. Int’l, Inc.

Dat
ed ____________________________________ __________________________________________ Robert Pequeño, Mayor
City of Lake Forest
AT
TEST:
_______
__________________________________
Thy Merritt, City Clerk

VERIFICATION
I, the undersigned, say: I am the Mayor of the City of Lake Forest, the declarant of the foregoing Notice of Completion; I have read said Notice of Completion and know the contents thereof, the same is true of my knowledge. I declare under penalty of perjury that the foregoing is true and correct.

E
xecuted at Lake Forest, California, on this ____ day of _________________, 2026. __________________________________________
Robert Pequeño, Mayor
City of Lake Forest
ATTEST:
__________________________________________
Thy Merritt, City Clerk
Item: 8
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CITY COUNCIL AGENDA REPORT
MEETING DATE: 04/07/2026
DEPARTMENT: Public Works
SUBJECT:

WASTE INFRASTRUCTURE SYSTEM ENTERPRISE AGREEMENT WITH THE

COUNTY OF ORANGE
RECOMMENDED ACTION(S):

1. Approve the Waste Infrastructure System Enterprise Agreement (“WISE Agreement”) with the County of Orange for municipal solid waste disposal rates and services.

2. Authorize the City Manager, or designee, to execute the agreement on behalf of the City and make minor modifications as necessary.

EXECUTIVE SUMMARY:

The current Waste Disposal Agreement (“WDA”) with the County of Orange will expire on June 30, 2026. The proposed WISE Agreement (Attachment 1), developed by Orange County Waste and Recycling (“OCWR”), as a successor to the WDA, addresses rising operational costs, regulatory requirements, and long- term landfill needs. Approval of the WISE Agreement is required by April 30, 2026, to avoid disposal rates up to 10% higher than the WISE Agreement rates.

The agreement establishes updated disposal rates and terms to ensure continued access to County landfill facilities through 2036 and includes a phased rate structure to reduce near-term impacts. The annual solid waste rate adjustment effective July 1, 2026, will include disposal rate increases set by the WISE agreement. Residential rates will increase between 9.2% and 13.4%.

Commercial rates that include landfill disposal will also increase. The amount varies depending on service levels used by commercial customers. As an example, one 3 cubic yard (“c/y”) trash bin collected one time per week will increase by 26.5%.

These increases are consistent with the previously approved Proposition 218 rate adjustments.

Item: 9
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BACKGROUND:

OCWR operates the County’s solid waste disposal system, including three active landfills and approximately 20 inactive sites. Since 1997, Orange County cities have participated in the WDA which provided:
Guaranteed landfill capacity
Disposal rates of at least 10% below noncontracted customers.

The WDA has been amended several times. Most recently, the Orange County City Managers Association (“OCCMA”) coordinated negotiations with OCWR to secure a one-year extension of the WDA through June 30, 2026. This allowed additional time for negotiations and consensus leading to the proposed WISE Agreement.

The City Council approved a Solid Waste Agreement (“SWA”) with CR&R, Inc. on June 4, 2024. The SWA, effective July 1, 2025, is an 8-year agreement with two 1-year extensions based on performance measurements as defined in the agreement. The SWA included new rates and the process for annual rate adjustments effective each July 1 during the term of the agreement. The rate adjustment methodology is outlined in Attachment J of the SWA (Attachment 2).

The City Council approved the starting rates of the SWA and the methodology for the annual adjustment during a Proposition 218 Hearing conducted on April 1, 2025. In accordance with the methodology, the cost of disposal is a pass-through rate component based on the WDA, or the proposed WISE Agreement.

DISCUSSION:

The current WDA limits annual rate increases to Consumer Price Index (“CPI”) and does not account for rising operational, regulatory, and environmental compliance costs. OCWR indicated that additional capital is needed to fund the Brea Olinda landfill closure and to significantly expand the capacity of the landfill in San Juan Capistrano over the course of the 10-year term.

The WISE Agreement originally proposed increasing landfill disposal rates from $43.76 per ton (FY 2025-26 rate) to $82.00 in the first year and rates were projected to rise to nearly $107.00 by 2035. Through negotiations with OCCMA, the agreement now includes a phased rate structure for the first three years of the agreement, with CPI adjustments beginning in FY 2029-30:

Fiscal Year Contract Rate
2026–27 $67.00/ton
Item: 9
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Fiscal Year Contract Rate
2027–28 $74.00/ton
2028–29 $81.00/ton
2029–30 $81.00/ton + CPI
In addition to the phased rate structure, OCCMA negotiated several key provisions:
There will be an annual “true-up” process beginning in 2030 that may freeze CPI adjustments depending on OCWR’s cost recovery and tonnage revenue. Cities may initiate a ‘meet and confer’ process with review by an independent consultant.
Inclusion of review and annual notification provisions to ensure continued OCCMA participation to improve transparency and oversight of OCWR’s financial status and implementation of the WISE Agreement. Removal of language that would have made cities financially responsible for hauler non-payment.
Adoption of a blended CPI index (60% Solid Waste, Water, and Sewer; 40% All Urban Consumers).
Removal of the requirement that all residential organic waste be sent to OCWR; the County will offer optional organic waste processing services.

The annual residential and commercial solid waste rate adjustments, effective July 1, 2026, include CR&R’s annual contractual adjustment and the WISE agreement rate increase. The net impact is a monthly increase for residential customers of between 9.2% and 13.4% as shown in Table 1 below.

Table 1: Residential Service Rate Adjustment
Cart Service Current Rate Effective
7/01/26
$ Increase % Increase
35-gal trash $22.13 $24.17 $2.04 9.2%
65-gal trash $23.71 $26.47 $2.76 11.6%
95-gal trash $25.02 $28.37 $3.35 13.4%
Solid waste rates are comprised of several components. The collection and processing components are adjusted annually based on Producer Price Index (“PPI”) as outlined in Attachment J of the Solid Waste Agreement with CR&R (Attachment 2). The disposal component is a pass-through cost based on rates set by the WDA previously and beginning July 1, 2026, by the WISE Agreement.

The residential increase is broken down by components in Table 2 below.

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Table 2: Residential Rate Increase by Component
Residential
Cart Service
Collection
(CR&R)
Processing
(CR&R)
Disposal
(WISE)
$ Increase
35-gal trash $0.88 $0.07 $1.09 $2.04
65-gal trash $0.88 $0.07 $1.81 $2.76
95-gal trash $0.88 $0.07 $2.40 $3.35
There are many different services available for commercial and multi-family customers. The WISE Agreement affects rates that include landfill disposal. Rate adjustments effective July 1, 2026, for two typical commercial services is shown in tables 3 and 4 below.

Table 3: Sample Commercial Services
Cart Service Current
Rate
Effective
7/01/26
$ Increase % Increase
3 c/y 1x/week Trash $174.79 $221.08 $46.29 26.5%
3 c/y 2x/week Trash $299.18 $389.23 $90.06 30.1%
Table 4: Sample Commercial Services Increase by Rate Component Cart Service Collection Processing Disposal $ Increase
3 c/y 1x/week
Trash
$3.84 $0.00 $42.45 $46.29
3 c/y 2x/week
Trash
$5.17 $0.00 $84.89 $90.06
Both increases are covered under the Proposition 218 Hearing that was conducted on April 1, 2025. Also, in accordance with Proposition 218, residents, commercial, and multi-family customers will be notified of the adjusted rates not less than 30 days prior to the effective date of July 1, 2026.

Cities must approve the WISE Agreement by April 30, 2026, to avoid disposal rates up to 10% higher. The agreement requires approval from jurisdictions representing at least 50% of landfill tonnage and will remain in effect through June 30, 2036, with one optional ten-year extension.

FISCAL IMPACT:

There is no fiscal impact associated with the recommended action.

ATTACHMENTS:

1. Proposed WISE Agreement
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2. Attachment J of the Solid Waste Agreement with CR&R, Inc.

Initiated By: Christine Groves, Administrative Services Manager Submitted By: Douglas Erdman, Director of Public Works
Approved By: Debra Rose, City Manager
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Attachment 1
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WASTE INFRASTRUCTURE SYSTEM ENTERPRISE AGREEMENT
(“WISE AGREEMENT”)

Between

THE COUNTY OF ORANGE, CALIFORNIA

and
the

CITY OF LAKE FOREST

Dated April 7, 2026

County Authorization Date:

City Authorization Date:

April 7, 2026
County Notice Address:

Director
OC Waste & Recycling
601 N. Ross Street 5th Floor
Santa Ana, CA 92701

City Notice Address:

City Manager
City of Lake Forest
100 Civic Center Drive
Lake Forest, CA 92630

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TABLE OF CONTENTS

Page

ARTICLE I

DEFINITIONS AND INTERPRETATION
Section 1.1 DEFINITIONS ................................................................................................................................. 2 Section 1.2 INTERPRETATION ........................................................................................................................ 7

ARTICLE II

REPRESENTATIONS AND WARRANTIES
Section 2.1 REPRESENTATIONS AND WARRANTIES OF THE CITY........................................................ 8 Section 2.2 REPRESENTATIONS AND WARRANTIES OF THE COUNTY ................................................ 9

ARTICLE III

DELIVERY AND ACCEPTANCE OF WASTE AND PROVISION OF DISPOSAL SERVICE Section 3.1 DELIVERY OF WASTE ................................................................................................................. 9 Section 3.2 PROVISION OF DISPOSAL SERVICES BY THE COUNTY. ................................................... 11 Section 3.3 COUNTY RIGHT TO REFUSE WASTE ...................................................................................... 12 Section 3.4 UNINCORPORATED AREA ACCEPTABLE WASTE............................................................... 13 Section 3.5 MISCELLANEOUS OPERATIONAL MATTERS. ...................................................................... 14 Section 3.6 OTHER USERS OF THE DISPOSAL SYSTEM. ......................................................................... 14 Section 3.7 COUNTY PROVISION OF WASTE DIVERSION SERVICES. ................................................. 15

ARTICLE IV

CONTRACT RATE
Section 4.1 CHARGING AND SECURING PAYMENT OF CONTRACT RATE ......................................... 15 Section 4.2 CONTRACT RATE ....................................................................................................................... 15 Section 4.3 RESPONSIBILITY FOR PAYMENT OF THE CONTRACT RATE ........................................... 21 Section 4.4 BILLING OF THE CONTRACT RATE ........................................................................................ 21 Section 4.5 RESTRICTED RESERVES ........................................................................................................... 21 Section 4.6 AUDITED FINANCIAL STATEMENTS ..................................................................................... 22 Section 4.7 ANNUAL UPDATE OF TEN-YEAR FINANCIAL PROJECTION ............................................ 22

ARTICLE V

BREACH, ENFORCEMENT AND TERMINATION
Section 5.1 BREACH ........................................................................................................................................ 23 Section 5.2 CITY CONVENIENCE TERMINATION ..................................................................................... 23 Section 5.3 TERMINATION. ........................................................................................................................... 23 Section 5.4 NO WAIVERS ............................................................................................................................... 24 Section 5.5 FORUM FOR DISPUTE RESOLUTION ...................................................................................... 24

ARTICLE VI
TERM
Section 6.1 EFFECTIVE DATE AND TERM. ................................................................................................. 24 Section 6.2 COMMENCEMENT DATE .......................................................................................................... 25

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ARTICLE VII

GENERAL PROVISIONS
Section 7.1 OPERATION AND MAINTENANCE OF THE DISPOSAL SYSTEM ....................................... 26 Section 7.2 UNCONTROLLABLE CIRCUMSTANCES GENERALLY. ....................................................... 26 Section 7.3 INDEMNIFICATION ..................................................................................................................... 27 Section 7.4 RELATIONSHIP OF THE PARTIES ............................................................................................ 27 Section 7.5 LIMITED RECOURSE. ................................................................................................................. 27 Section 7.6 PRE-EXISTING RIGHTS AND LIABILITIES ............................................................................. 27 Section 7.7 NO VESTED RIGHTS ................................................................................................................... 28 Section 7.8 LIABILITY FOR COLLECTION, TRANSPORTATION AND PROCESSING .......................... 28 Section 7.9 NO CONSEQUENTIAL OR PUNITIVE DAMAGES .................................................................. 28 Section 7.10 AMENDMENTS ............................................................................................................................ 28 Section 7.11 NOTICE OF LITIGATION ............................................................................................................ 28 Section 7.12 FURTHER ASSURANCES............................................................................................................ 28 Section 7.13 ASSIGNMENT OF AGREEMENT ............................................................................................... 28 Section 7.14 INTEREST ON OVERDUE OBLIGATIONS ............................................................................... 28 Section 7.15 BINDING EFFECT ........................................................................................................................ 28 Section 7.16 NOTICES ........................................................................................................................................ 28

APPENDIX 1

ESTIMATED ANNUAL TONNAGE
APPENDIX 2

CUMULATIVE TONNAGE
APPENDIX 3

CUMULATIVE CAPITAL COSTS
APPENDIX 4

FRANCHISE HAULER ACKNOWLEDGEMENT

APPENDIX 5

ORGANIC SERVICES AGREEMENT

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WASTE INFRASTRUCTURE SYSTEM ENTERPRISE AGREEMENT

THIS WASTE INFRASTRUCTURE SYSTEM ENTERPRISE AGREEMENT (“WISE Agreement” or “Agreement” are used interchangeably ) is made and dated as of the date indicated on the cover page hereof between the County of Orange, a political subdivision of the State of California (the “County”), and the city, special district, or sanitary district designated on the cover page of this Agreement (the “City”). County and City may hereinafter be referred to singularly as “Party” or collectively as “Parties.”.

RECITALS

The County owns, manages and operates a Waste Infrastructure System to manage municipal and solid waste generated within the County of Orange or imported from outside the County pursuant to contractual agreements. The Waste In frastructure System collectively includes a ctive Class III sanitary landfills (“County Landfills”) , resource recovery, recycling and organics programs, infrastructure and operations, closed landfills, and regional household hazardous waste collection centers and other waste management related systems as may be deemed necessary by the County.

The County is also responsible for the long-term management of twenty (20) closed landfills as required under Applicable Law.

County Landfills are used for the management of municipal solid waste pursuant to legislation including but not limited to the California Integrated Waste Management Act of 1989 (Division 30 of the California Public Resources Code) (the “Act”) and the Short-lived Climate Pollutants Reduction Act (“SB 1383”). County Landfills are also subject to other State and federal regulations designed to ensure that landfill operations minimize the impacts to public health and safety and the environment.

Pursuant to Resolution, the County established the Waste Management Enterprise Fund pursuant to Government Code §25261 to ensure that all costs associated with the operation and management of the Waste Infrastructure System are financed by charges imposed for services provided by the Department and are not funded by tax revenue or the County General Fund.

The City, in the exercise of its police power, its powers under the Act, and other Applicable Law, has entered into a franchise or other agreement with or issued permits or licenses to one or more private haulers for the collection, recycling, diversion and disposal of municipal solid waste generated within the City.

A significant portion of municipal solid waste generated within the City historically has been and currently is delivered by such hauler or haulers to the County for disposal in the Disposal System.

Since 1997, the City and the County have provided for the management of municipal solid waste through Waste Disposal Agreements (“WDAs”), wherein the County agreed to provide disposal capacity for waste generated in the City, and the City agreed to deliver or cause the delivery of waste generated in the City to the Disposal System, as more specifically set forth in, and subject to the terms and conditions of the WDAs.

Starting in approximately 2014, the Legislature of the State of California passed several pieces of legislation (“Organics Legislation”) that require significant reductions in the disposal of Organic Waste. The purpose of the Organics Legislation is to mandate organics recycling and curtail the impacts of climate change by reducing greenhouse gas emissions such as methane. In this regard, the decomposition of organic material in the State’s landfills was identified as a significant source of methane that could be reduced.

On April 23, 2019 , the Orange County Board of Supervisors passed Resolution 19 -031 to respond to the State’s increasing landfill diversion requirements and identified the need for additional organic processing infrastructure in the County and directed the Department to develop additional organics recycling infrastructure to support the region in meeting State organic recycling mandates.

The County has developed an Organics Infrastructure that is comprised of organic processing facilities to receive and process Organic Waste to support the State’s Organic Legislation goals, promote local recycling, assist local jurisdictions in meeting their organic diversion requirements and correspondingly conserve capacity in the Item: 9
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Disposal System and is offering interested Cities the option of participating in the County provided Organic Processing Services pursuant to a separate Organic Services Agreement (“OSA”) as provided in Appendix 5.

In their effort to continue the concepts and purposes outlined in the WDAs and respond to Organics Legislation, t he City and the County desire to enter into this Waste Infrastructure System Enterprise Agreement (“WISE Agreement” or “Agreement”), on the terms and conditions set forth herein. The County and City acknowledge that the currently operative WDA shall remain in full force and effect until its expiration or the WISE Agreement Commencement Date, whichever comes first.

The City has determined that the execution of this Agreement by the City will serve the public health, safety and welfare of the City by providing disposal rate stability, predictable and reliable long-term disposal service, and the continuation of sound environmental management.

The County has determined that the execution by the County of this Agreement will serve the public health, safety and welfare by providing a stable, predictable and reliable supply of municipal solid waste and the resulting service payment revenue to the Waste Infrastructure System, thereby enabling the County to plan, manage, operate and finance improvements to the Waste Infrastructure System on a prudent and sound long term, businesslike basis consistent with its legal and regulatory obligations to the State and Federal government.

Official action approving this Agreement and determining it to be in the public interest and authorizing its execution and delivery was duly taken by the County on the County authorization date indicated on the cover page hereof.

Official action approving this Agreement and determining it to be in the public interest and authorizing its execution and delivery was duly taken by the City on the City authorization date indicated on the cover page hereof.

It is, therefore, agreed as follows:

ARTICLE I

DEFINITIONS AND INTERPRETATION

SECTION 1.1 DEFINITIONS. As used in this Agreement, the following terms shall have the meanings set forth below.

“Acceptable Waste” means all garbage, refuse, rubbish, Organic Waste and other materials and substances discarded or rejected as being spent, useless, worthless or in excess to the owners at the time of such discard or rejection and which are normally disposed of by or collected from residential (single family and multi-family), commercial, industrial, governmental and institutional establishments and which are acceptable at Class III landfills under Applicable Law.

“Act” means AB 939 the California Integrated Waste Management Act of 1989 (Division 30 of the California Public Resources Code), as amended, supplemented, superseded and replaced from time to time.

“Agreement” means this Waste Infrastructure System Enterprise Agreement (“WISE Agreement”) between the County and the City as the same may be amended or modified from time to time in accordance herewith.

“Appendix” means an appendix to this Agreement, as the same may be amended or modified from time to time in accordance with the terms hereof

“Applicable Law” means the Act, Organics Legislation, the Orange County Code of Ordinances, CERCLA, RCRA, CEQA, any Legal Entitlement and any federal or State rule, regulation, requirement, guideline, permit, action, determination or order of any Governmental Body having jurisdiction, applicable from time to time to the siting, design, permitting, acquisition, construction, equipping, financing, ownership, possession, operation or maintenance of the Waste Infrastructure System, and the transfer, handling, transportation and disposal of Acceptable Waste, Unacceptable Waste, or any other transaction or matter contemplated hereby (including any of the foregoing which concern health, safety, fire, environmental protection, mitigation monitoring plans and building codes).

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“CalRecycle” means the California Department of Resources Recycling and Recovery, which is a branch of the California Environmental Protection Agency , and any agency, department or other Governmental Body which succeeds to the duties and powers thereof. CalRecycle oversees the State’s waste management and waste reduction programs. CalRecycle was established in 2010 to replace the California Integrated Waste Management Board and is responsible for the enforcement of legislation and regulations and diversion requirements applicable to the Waste Infrastructure System.

“Capital Costs” means all costs of the Waste Infrastructure System that are classified as capital costs for purposes of the budget of the Department in accordance with procedures established by the County of Orange Auditor- Controller in compliance with the California State Controller’s Manual, including but not limited to all of the categories of costs of the Waste Infrastructure System including but not limited to “Buildings and Improvements, and Infrastructure” (Object Code 4200), “Equipment” (Object Code 4000 -4040) and “Intangible” (Object Code 4250 - 4299) in the County of Orange – Chart of Accounts, or any successor accounting or reporting system utilized by the County.

“CEQA” means the California Environmental Quality Act, codified in California Public Resources. Code Section 21000 et seq. as amended or superseded, and the regulations promulgated thereunder.

“CERCLA” means the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C.

Section 9601 et seq., as amended or superseded, and the regulations promulgated thereunder.

“Change in Law” means any of the following events or conditions which has a material and adverse effect on the performance by the parties of their respective obligations under this Agreement (except for payment obligations), or on the siting, design, permitting, acquisition, construction, equipping, financing, ownership, possession, operation or maintenance of the Waste Infrastructure System or other matters to which Applicable Law applies:

(1) the enactment, adoption, promulgation, issuance, material modification or written change in administrative or judicial interpretation on or after the Commencement Date of any Applicable Law (other than Applicable Law enacted by the County); or

(2) the order or judgment of any Governmental Body (other than the County), on or after the Commencement Date, to the extent such order or judgment is not the result of willful or negligent action, error or omission or lack of reasonable diligence of the County or of the City, whichever is asserting the occurrence of a Change in Law; provided, however, that the contesting in good faith or the failure in good faith to contest any such order or judgment shall not constitute or be construed as such a willful or negligent action, error or omission or lack of reasonable diligence; or

(3) the denial of an application for, delay in the review, issuance or renewal of, or suspension, termination, interruption, imposition of a new or more stringent condition in connection with the issuance, renewal or failure of issuance or renewal on or after the Commencement Date of any Legal Entitlement to the extent that such denial, delay, suspension, termination, interruption, imposition or failure materially and adversely interferes with the performance of this Agreement, if and to the extent that such denial, delay, suspension, termination, interruption, imposition or failure is not the result of willful or negligent action, error or omission or a lack of reasonable diligence of the County or of the City, whichever is asserting the occurrence of a Change in Law; provided, however that the contesting in good faith or the failure in good faith to contest any such denial, delay, suspension, termination, interruption, imposition or failure shall not be construed as such a willful or negligent action, error or omission or lack of reasonable diligence; or

(4) any new or revised requirements or fees relating to the funding or provision of Waste Infrastructure Services, including but not limited to, Integrated Waste Management Act Fees, Host Fees, regulations for disposal operations, organics processing and diversion , recycling initiatives or activities associated with the remediation, closure, funding or monitoring of closed landfills with respect to facilities comprising the Waste Infrastructure System, or facilities which the County previously utilized to provide waste disposal, transfer, recycling, processing or other waste related activities.

“City” means, as applicable, the City ( general law , charter or other ), Special District or Sanitary District designated on the cover page of this Agreement and party to this Agreement.

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“City Acceptable Waste” means all Acceptable Waste which was originally discarded by the first generator thereof within the geographical limits of the City, and Residue from the foregoing wherever produced, whether within or outside the City (or Tonnage equivalencies of such Residues, as and to the extent provided in subsection 3.1(D) hereof).

“Consumer Price Index” or “CPI” means a blend of the following two indexes based on the following percentage of each: 60% of the CPI shall be comprised of the Consumer Price Index published by the Bureau of Labor Statistics for Al l Urban Consumers: Water and Sewer and Trash Collection Services in U.S. City Average (CUSR0000EHG); and, 40% of the CPI shall be comprised of the Consumer Price Index for All Urban Consumers, not seasonally adjusted, all items index (CPI-U) – All items in Los Angeles-Long Beach-Anaheim (CUURS49ASA0).

In the event either of the forgoing indexes is no longer published during the term of this Agreement, such other index identified by the Bureau of Labor Statistics as a replacement or otherwise generally accepted as a replacement shall be used for purposes of this Agreement; and, in the absence thereof, the Orange County Board of Supervisors shall select an index that it determines most closely reflects the forgoing and best implements the intent of this Agreement.

“Commencement Date” means the date on which the obligations of the parties hereto commence, established as provided in Section 6.2(B) hereof.

“Contract Date” means the first date on which this Agreement has been executed by both parties hereto. “Contract Rate” has the meaning specified in Section 4.2 hereof “Contract Year” means the fiscal year commencing on July 1 in any year and ending on June 30 of the following year.

“Controllable Waste” means all City Acceptable Waste with respect to which the City has the legal or contractual ability to determine the disposal location therefor and which is:

(1) Non-Recycled City Acceptable Waste;

(2) not generated from the operations of the Governmental Bodies which, under Applicable Law, have the independent power to arrange for the disposal of the waste they generate; and

(3) collected and hauled by Franchise Haulers.

“County” means the County of Orange, a political subdivision of the State of California and party to this Agreement.

“County Landfills” mean s all active Class III sanitary landfills located within the County of Orange and operated by the Department. At the time of execution, County Landfills consist of the Olinda Alpha Landfill located in Brea, California, the Frank R. Bowerman Landfill located in Irvine, California , and the Prima Deshecha Landfill located in San Juan Capistrano, California. (Note: The current estimated closure date for the Olinda Alpha Landfill is 2036 as specified in its Solid Waste Facility Permit. Throughout the term of this Agreement, County reserves the right to reduce, continue, expand, or cease all operation at the Olinda Alpha Landfill at its sole discretion.)

“County Plan” means the integrated waste management plan of the County approved by CalRecycle pursuant to the Act as in effect from time to time.

“County Acceptable Waste” means Acceptable Waste generated in the County.

“County-wide Recycling Services” has the meaning set forth in subsection 3.7(A) hereof.

“Cumulative Tonnage Target” for any given Contract Year means the amount specified in Appendix 2 hereto with respect to such Contract Year.

“Department” means OC Waste & Recycling, and any agency, department or other Governmental Body Item: 9
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which succeeds to the duties and powers thereof.

“Designated Facility” means the landfill or other County facility that the Department directs or assigns City Franchise Haulers to deliver City Acceptable Waste.

“Director” means the Director of OC Waste & Recycling.

“Disposal Services” means the solid waste disposal and other services to be provided by the County pursuant to the Service Covenant and as otherwise provided in this Agreement.

“Disposal System” means the Waste Infrastructure System which includes solid waste disposal operations at active landfills; Organics Infrastructure; regional Household Hazardous Waste Collection Centers; and other waste management related systems deemed necessary by the County , as well as services, such as post-closure maintenance and other activities, at closed landfills formerly operated by the County, as appropriate under Applicable Law.

“Environmental Fund” means the fund or funds held by the County to pay unanticipated costs of environmental mitigation, remediation or liability.

“Franchise Hauler” means any hauler or collector who provides Acceptable Waste collection services within the City pursuant to, or under authority granted by, a permit, contract, franchise or other agreement with the City. The term Franchise Hauler includes the City itself if Acceptable Waste collection and transportation services are provided directly by City operated municipal collection service.

“Full Cost Recovery” means all facets of Department costs and responsibilities including, but not limited to; operation, maintenance and management of the Waste Infrastructure System, labor and equipment, capital projects, environmental monitoring and miti gation, site closure, legal and regulatory compliance, long -term post -closure maintenance, remediation costs, planning for contingencies associated with the County’s long -term liability and maintaining adequate financial reserves.

“Governmental Body” means any federal, State, county, city or regional legislative, executive, judicial or other governmental board, agency, authority, commission, administration, court or other body, or any officer thereof acting within the scope of his or her authority.

“Hazardous Material” or “Hazardous Substance” has the meaning given such term in CERCLA, the Carpenter-Presley-Tanner Hazardous Substance Account Act (California Health and Safety Code Section §78000 et seq.), and Titles 26 and 27 of the California Code of Regulations and other regulations promulgated thereunder.

“Hazardous Waste” means (a) any waste which by reason of its quality, concentration, composition or physical, chemical or infectious characteristics may do either of the following: cause, or significantly contribute to, an increase in mortality or an increase in serious irreversible, or incapacitating reversible, illness, or pose a substantial threat or potential hazard to human health or the environment, or any waste which is defined or regulated as a hazardous waste, toxic substance, hazardous chemical substance or mixture, or asbestos under Applicable Law, as amended from time to time including, but not limited to: (1) the Resource Conservation and Recovery Act and the regulations contained in 40 CFR Parts 260-281; (2) the Toxic Substances Control Act (15 U.S.C. Sections 2601 et seq.) and the regulations contained in 40 CFR Parts 761-766; (3) the California Health and Safety Code, Section 25117 (West 1992 & Supp. 1996); (4) the California Public Resources Code, Section 40141 (West 1996); and (5) future additional or substitute Applicable Law pertaining to the identification, treatment, storage or disposal of toxic substances or hazardous wastes; or (b) radioactive materials which are source, special nuclear or by-product material as defined by the Atomic Energy Act of 1954 (42 U.S.C. Section 2011 et seq.) and the regulations contained in 10 CFR Part 40. The terms Hazardous Waste, Hazardous Material or Hazardous Substance shall be used interchangeably in this Agreement when not referring to specific Applicable Law.

“Host Fee” means the amount paid pursuant to Cooperative Agreements, referred to in Section 1.2 (I) of this Agreement, to compensate the cities identified in Section 1.2(I) (“Host Cities”) for costs or impacts incurred by Host Cities which might be associated with County Landfills due to their location within Host City boundaries, and not already substantially avoided or mitigated through the identification and adoption of Project Design Feature and Mitigation Measures.
“Imported Acceptable Waste” means Acceptable Waste that is generated outside of the geographical boundaries Item: 9
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of the County and delivered to the Waste Infrastructure System.

“Importation Agreement” means an agreement between the County and any public or private entity for the delivery and acceptance of Imported Acceptable Waste pursuant to contract.

“Independent Haulers” means those waste collection/hauler companies primarily engaged as a principal business in the collection and transportation of municipal solid waste generated in the County of Orange which are not obligated to deliver County Acceptable Waste to the Waste Infrastructure System pursuant to a franchise, contract, permit or other authorization with a City in the County.

“Initial Term” has the meaning specified in Section 6.1(A) hereof.

“Legal Entitlement” means all permits, licenses, approvals, authorizations, consents and entitlements of whatever kind and however described which are required under Applicable Law to be obtained or maintained by any person with respect to the Waste Infrastructure System or the performance of any obligation under this Agreement or the matters covered hereby.

“Legal Proceeding” means every action, suit, litigation, arbitration, administrative or regulatory proceeding, and other legal or equitable proceeding having a bearing upon this Agreement.

“Loss-and-Expense” means any and all loss, liability, obligation, damage, delay, penalty, judgment, deposit, cost, expense, claim, demand, charge, tax, or expense, including all fees and costs.

“MRF Fines” mean undersized or pulverized material consisting of small fractions of waste that are created during the recycling process as Material Recovery Facilities.

“Net Import Revenues” has the meaning ascribed thereto in Section 3.6(F).

“Non-Recycled City Acceptable Waste” means all City Acceptable Waste other than Recycled City Acceptable Waste.

“OC Waste & Recycling Enterprise Fund” means the waste management enterprise fund established and managed by the County pursuant to Section 25261 of the Government Code separate from its other funds and accounts for receipts and disbursements in connection with the Waste Infrastructure System.

“Organics Infrastructure” means organic processing facilities designed to receive and process Organic Waste to support the State’s Organic Legislation goals, promote local recycling, and/or assist local jurisdictions in meeting their organic diversion requirements which are utilized by interested Cities in connection with their participating in County-provided Organic Processing Services pursuant to a separate Organic Services Agreement .

“Organics Legislation” means organics recycling legislation including AB 1594, AB 1826, SB 1383 and any future legislation pertaining to the management and diversion of Organic Waste.

“Organics Processing Services” means the services provided by County to Cities that choose to enter into the Organic Services Agreement provided in Appendix 5.

“Organics Services Agreement” (“OSA”) means that separate agreement (as provided in Appendix 5) between County and interested Cities, whereby the County agrees to provide Organic Processing Services to interested Cities pursuant to the terms of the OSA.

“Organic Waste” means solid wastes containing material originated from living organisms and their metabolic waste products including, but not limited to, food, green material, landscape and pruning waste, organic textiles and carpets, lumber, wood, paper products, printing and writing paper, manure, biosolids, digestate, and sludges as defined in Title 14 of the California Code of Regulations, Section 18982(a)(46).

“Overdue Rate” means the maximum rate of interest permitted by the laws of the State, if applicable, or the prime rate established from time to time by the Bank of America, N.A. or its successors and assigns, plus 2%, whichever is lower.

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“Participating City” means any City executing a WISE Agreement in accordance with Section 3.6(A) hereof and meeting all requisite conditions to the Commencement Date thereof.

“Participation Threshold” means the point at which the percentage of the County’s Acceptable Waste attributable to Participating Cities which have executed and delivered Agreements shall exceed 50% percent (using the percentage rates attributed to such Participating Cities in Appendix 1).

“Posted Disposal Rate” means the per ton tipping fee charged by the County for the disposal of solid waste at the Disposal System by parties which are not entitled to disposal service at the Contract Rate pursuant to this Agreement or other contractual arrangement.

“Prohibited Medical Waste” means any medical or infectious waste prohibited or restricted under Applicable Law from being received by or disposed at the Disposal System.

“Qualified Household Hazardous Waste” means waste materials determined by local, State, and federal regulation to be:

(1) Of a nature that they must be listed as hazardous in State statutes and regulations;

(2) Toxic/ignitable/corrosive/reactive; and

(3) Carcinogenic/mutagenic/teratogenic;

which are discarded from households as opposed to businesses. Qualified Household Hazardous Waste shall not include Unacceptable Waste.

“Recycled City Acceptable Waste” means any otherwise Controllable Waste which is separated from Acceptable Waste by the generator thereof or by processing and which is “recycled” within the meaning of Section 40180 of the Public Resources Code.

“Renewal Term” has the meaning specified in Subsection 6.1(C) hereof.

“Residue” means any material remaining from the processing, by any means and to any extent, of City Acceptable Waste or Recycled City Acceptable Waste; provided, however, that Residue shall not include minimal amounts of material remaining after such processing (which minimal amounts shall in no event exceed 10% of the amount of such City Acceptable Waste or Recycled City Acceptable Waste prior to processing).

“Resource Conservation and Recovery Act” or “RCRA” means the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et seq., as amended and superseded.

“Restricted Reserves” has the meaning specified in Section 4.5.

“Sanitary Districts” means the sanitary districts in the County formed pursuant to the Sanitary District Act of 1923, codified in California Health & Safety Code Section 6400 et seq., as amended, supplemented, superseded and replaced from time to time.

“Self-Hauled Waste” means City Acceptable Waste and City Acceptable Organic Waste collected and hauled by Self-Haulers.

“Self-Hauler” means any person not engaged commercially in waste haulage who collects and hauls Acceptable Waste generated from residential or business activities conducted by such person.

“Service Coordinator” means the service coordinator for either party designated pursuant to subsection 3.5(C) hereof.

“Service Covenant” means the covenants and agreements of the County set forth in Sections 3.2 and 3.3 hereof.

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“Special District” means public agencies created by a Governmental Body to provide one or more specific services to a community, such as but not limited to water, sewer, refuse, parks and recreation, fire protection, pest abatement, etc.

“Source-Separated Household Hazardous Waste” means Qualified Household Hazardous Waste which has been segregated from Acceptable Waste originating or generated within the geographical jurisdiction of the City at the source or location of generation.

“Source-Separated Household Hazardous Waste Disposal System” means the collection centers, facilities, contracts and other arrangements owned or administered by the County for the receipt, handling and disposal of Source-Separated Household Hazardous Waste.

“State” means the State of California.

“Term” shall mean the term of this Agreement.
“Ton” means a “short ton” of two thousand (2,000) pounds. “Transfer Station” means any materials recovery facility, composting facility, intermediate processing facility, recycling center, transfer station or other waste handling or management facility to which solid waste collected for the City is delivered for processing before receipt in the Waste Infrastructure System.

“Unacceptable Waste” means Hazardous Material; Hazardous Waste; Hazardous Substances; Prohibited Medical Waste; Qualified Household Hazardous Waste separated from Acceptable Waste; explosives, ordnance, highly flammable substances, and noxious materials and lead-acid batteries (except if delivered in minimal quantities); drums and closed containers; liquid waste, oil, human wastes; machinery and equipment from commercial or industrial sources, such as hardened gears, shafts, motor vehicles or major components thereof, agricultural equipment, trailers, marine vessels and steel cable; hot loads; and any waste which the Waste Infrastructure System is prohibited from receiving under Applicable Law.

“Uncontrollable Circumstance” means any act, event or condition affecting the Waste Infrastructure System, the County, the City, or any of their Franchise Haulers, contractors or suppliers to the extent that it materially and adversely affects the ability of either party to perform any obligation under the Agreement (except for payment obligations), if such act, event or condition is beyond the reasonable control of and is not also the result of the willful or negligent act, error or omission or failure to exercise reasonable diligence on the part of the party relying thereon as justification for not performing an obligation or complying with any condition required of such party under the Agreement; provided, however, that the contesting in good faith or the failure in good faith to contest such action or inaction shall not be construed as willful or negligent action or a lack of reasonable diligence of either party. Examples of Uncontrollable Circumstances are:

(1) an act of God, landslide, lightning, earthquake, fire, explosion, flood, sabotage or similar occurrence, acts of a public enemy, extortion, war, blockade or insurrection, riot or civil disturbance, epidemic; and

(2) a Change in Law.

“Unincorporated Area” means those portions of the County which are not contained within the jurisdictional boundaries of incorporated cities.

“Unincorporated Area Acceptable Waste” means Acceptable Waste originating from or generated within the Unincorporated Area.

“Unrestricted Reserves” means cash and other reserves of the Waste Infrastructure System which are not Restricted Reserves.

“Waste Disposal Covenant” means the covenants and agreements of the City set forth in Section 3.1 hereof. “Waste Infrastructure System” or “Disposal System” means County owned or operated waste management Item: 9
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related facilities, including active Class III sanitary landfills (“County Landfills”), closed landfills managed by the County, resource recovery operations, Organics Infrastructure, recycling and organics programs, infrastructure and operations, and regional household hazardous waste collection centers and other waste management related systems as may be deemed necessary by the County.

“WISE” means Waste Infrastructure System Enterprise.

“WISE Agreements” means each of the WISE agreements entered into between the County and any City within the County, Special District, Sanitary District, Jurisdiction, or operator of any Franchise Hauler located in the County in accordance with the terms herewith.

SECTION 1.2 INTERPRETATION. In this Agreement, unless the context otherwise requires:
(A) References Hereto. The terms “hereby”, “hereof”, “herein”, “hereunder”, “herewith”, and any similar terms refer to this Agreement, and the term “hereafter” means after, and the term “heretofore” means before, the Contract Date.

(B) Gender and Plurality. Words of the masculine gender mean and include correlative words of the feminine and neuter genders and words importing the singular number mean and include the plural number and vice versa.

(C) Persons. Words importing persons include firms, companies, associations, general partnerships, limited partnerships, trusts, business trusts, corporations and other legal entities, including public bodies, as well as individuals.

(D) Headings. The table of contents and any headings preceding the text of the Articles, Sections and subsections of this Agreement shall be solely for convenience of reference and shall not constitute a part of this Agreement, nor shall they affect its meaning, construction or effect.

(E) No Third Party Beneficiaries. Nothing in this Agreement is intended to confer on haulers or any other person other than the parties hereto and their respective permitted successors and assigns hereunder any rights or remedies under or by reason of this Agreement.

(F) Counterparts. This Agreement may be executed in any number of original counterparts. All such counterparts shall constitute but one and the same Agreement.

(G) Applicable Law and Venue. This Agreement has been negotiated and executed in the State of California and shall be governed by and construed under the laws of the State of California. In the event of any legal action to enforce or interpret this Agreement, the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, California, and the parties hereto agree to and do hereby submit to the jurisdiction of such court, notwithstanding Code of Civil Procedure Section 394. Furthermore, the parties specifically agree to waive any and all rights to request that an action be transferred for adjudication to another county.

(H) Severability. If any clause, provision, subsection, Section or Article of this Agreement shall be ruled invalid by any court of jurisdiction, then the parties shall: (1) promptly meet and negotiate a substitute for such clause, provision, subsection, Section or Article which shall, to the greatest extent legally permissible, effect the intent of the parties therein; (2) if necessary or desirable to accomplish item (1) above, apply to the court having declared such invalidity for a judicial construction of the invalidated portion of this Agreement; and (3) negotiate such changes in, substitutions for or additions to the remaining provisions of this Agreement as may be necessary in addition to and in conjunction with items (1) and (2) above to effect the intent of the parties in the invalid provision. The invalidity of such clause, provision, subsection, Section or Article shall not affect any of the remaining provisions hereof, and this Agreement shall be construed and enforced as if such invalid portion did not exist, unless such invalidity frustrates the underlying primary purpose of the Agreement.

(I) Integration; Preservation of Certain Agreements. This Agreement contains the entire agreement between the parties with respect to the transactions contemplated hereby. This Agreement shall completely and fully supersede all prior understandings and agreements between the Parties with respect to such transactions; provided; however, that this Agreement shall not supersede the following Cooperative Agreements as they currently Item: 9
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exist or as they may be amended in the future:

1) Cooperative Agreement between the City of Brea and the County of Orange regarding the Olinda Alpha Landfill.
2) Cooperative Agreement between the City of Irvine and the County of Orange regarding the Frank R. Bowerman Landfill.
3) Cooperative Agreement between the City of San Juan Capistrano and the County of Orange regarding the Prima Deshecha Landfill.

ARTICLE II

REPRESENTATIONS AND WARRANTIES

SECTION 2.1 REPRESENTATIONS AND WARRANTIES OF THE CITY. The City represents and warrants that:

(A) Existence. The City is a general law or charter city or a Special District or Sanitary District validly existing under the Constitution and laws of the State.

(B) Due Authorization. The City has duly authorized the execution and delivery of this Agreement, and this Agreement has been duly executed and delivered by the City.

SECTION 2.2 REPRESENTATIONS AND WARRANTIES OF THE COUNTY. The County represents and warrants that:

(A) Existence. The County is a political subdivision of the State of California validly existing under the Constitution and laws of the State.

(B) Due Authorization. The County has duly authorized the execution and delivery of this Agreement, and this Agreement has been duly executed and delivered by the County.

ARTICLE III

DELIVERY AND ACCEPTANCE OF WASTE

AND PROVISION OF WASTE

MANAGEMENT AND DISPOSAL SERVICE

SECTION 3.1 DELIVERY OF WASTE.

(A) Waste Management and Disposal Covenant. Subject to the occurrence of the Commencement Date and throughout the Term of this Agreement, and subject to available Waste Infrastructure System capacity, the City shall exercise all legal and contractual power and authority which it may possess from time to time to deliver or cause the delivery of all Controllable Waste to the Waste Infrastructure System in accordance herewith.

(B) Recycled City Acceptable Waste. The parties hereto acknowledge the responsibility of the City to meet its own recycling and landfill diversion goals contained in the Act and Organics Legislation. Nothing in this Agreement is intended or shall be interpreted to prohibit or impair the ability of the City to meet such responsibilities, or to restrict the right of the residents, businesses or organizations in the City to practice source separation, recycling, composting or other materials recovery activities, or to restrict the right of the City to conduct, sponsor, encourage or require such activities in any form. No reduction in the amount of Controllable Waste generated in the City and delivered to the Waste Infrastructure System by or on behalf of the City which may result from any such source separation or recycling program shall cause the City any liability hereunder (other than potential adjustment to the Contract Rate to the extent provided in Article IV hereof) and shall not constitute a breach of this Agreement.

(C) Waste Delivered to Transfer Station. All Residue from any processing of Controllable Waste by materials recovery, composting, recycling or other means, wherever performed, shall constitute Controllable Waste and be subject to the Waste Disposal Covenant. Where City Acceptable Waste is processed at a facility which concurrently processes other Acceptable Waste in a manner which produces commingled residue which cannot be traced to a geographic source, generic residues from such facility in Tonnage equal to the residues that would have Item: 9
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been produced had City Acceptable Waste only been processed at the facility shall constitute Controllable Waste and be subject to the Waste Disposal Covenant. Any City Acceptable Waste or material derived or segregated therefrom which is held in storage and asserted by the possessor thereof to constitute Recycled City Acceptable Waste awaiting sale or distribution to the secondary materials markets shall constitute Controllable Waste if, when and to the extent that the storage or diversion thereof can be reasonably deemed to constitute an evasion of the Waste Disposal Covenant rather than generally recognized, accepted and prevailing practice in the Southern California materials recovery and recycling industry conducted in accordance with Applicable Law. In order for the owner and/or operator of a transfer station to be entitled to deliver Acceptable Waste from a Participating City to the Waste Infrastructure System for the Contract Rate as provided in Article IV, such owner and/or operator must execute a direct agreement with the County, acknowledging and agreeing to comply with the obligation of the Participating City to cause the delivery of all Controllable Waste to the Waste Infrastructure System pursuant to this Agreement. In addition, the County shall be authorized to implement procedures to determine if Acceptable Waste delivered by the owners or operators of Transfer Stations is entitled to utilize the Waste Infrastructure System for the Contract Rate. Such procedures may include requiring Transfer Stations to certify, under penalty of perjury, the source of any such Acceptable Waste. If necessary, the County may require that, in order to qualify for use of the Waste Infrastructure System for the Contract Rate, Transfer Stations must deliver Controllable Waste in loads containing only Controllable Waste, and not commingled with Acceptable Waste from entities which are not Participating Cities or Participating Independent Haulers.

(D) Power to Obligate Waste Disposal and Comply with this Agreement. On or before the Commencement Date, (i) any City franchise, contract, lease, or other agreement which is lawfully in effect relating to or affecting Controllable Waste shall provide, or shall have been amended to provide, that the City shall have the right without material restriction on and after the Commencement Date to direct the delivery of all Controllable Waste to the County Waste Infrastructure System (whether or not such Controllable Waste is delivered to a transfer station as an intermediate step prior to landfill disposal) and otherwise to comply with its obligations under this Agreement with respect to Controllable Waste and Franchise Haulers, and (ii) the City shall designate the Waste Infrastructure System as the disposal location pursuant to such franchise, contract, lease or other agreement. On and after the Commencement Date and throughout the Term of this Agreement the City (a) shall not enter into any franchise, contract, lease, agreement or obligation, issue any permit, license or approval, or adopt any ordinance, resolution or law which is materially inconsistent with the requirements of the Waste Disposal Covenant, and (b) shall maintain non-exclusive or exclusive franchises or other contractual arrangements over any City Acceptable Waste which, as of the Contract Date, is subject to non-exclusive or exclusive franchise or other contractual arrangements. The City agrees that the County shall be a third party beneficiary of the obligation of Franchise Haulers to deliver Controllable Waste to the Waste Infrastructure System, and may directly enforce such obligation through any legal means available. The City shall notify in writing each Franchise Hauler of the County’s third party beneficiary rights.

(E) Controllable Waste Flow Enforcement.

(1) The City, in cooperation with the Department, shall establish, implement, carry out and enforce a waste flow enforcement program which is sufficient to assure the delivery of all Controllable Waste to the Waste Infrastructure System pursuant to and in accordance with the Waste Disposal Covenant for Controllable Waste disposal at the times and in the manner provided herein. The waste flow enforcement program shall consist of amending City franchises, permits or authorizations with all Franchise Haulers, to the extent required by this Section and to the extent allowed by law, and shall include in addition, to the extent necessary and appropriate in the circumstances to assure compliance with the Waste Disposal Covenant, but shall not be limited to:

(i) licensing or permitting Franchise Haulers, upon the condition of compliance with the Waste Disposal Covenant,
(ii) providing for and taking appropriate enforcement action under any such franchise, license, or permit, such as but not limited to the suspension, revocation and termination of collection rights and privileges, the imposition of fines or collection of damages, and the exercise of injunctive relief against non-complying Franchise Haulers and
(iii) causing any Transfer Station to which Controllable Waste is delivered for processing to deliver certification, under the penalty of perjury, of the amounts of Controllable Waste received and Residue remaining from processing at such Transfer Station.

(2) The City acknowledges and agrees that in the event of a breach of the Waste Disposal Covenant by the City, the City shall pay the County an amount equal to the amount that the City would have been required to pay to the County had the Waste Disposal Covenant not been breached, which shall be calculated by: (1) subtracting the Item: 9
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number of tons actually delivered during the month(s) of the breach from the number of tons that were delivered during the same month(s) closest in time when there was no such breach, even if such month(s) closest in time was prior to the Term, and (2) multiplying such amount by the Contract Rate in effect at the time of such breach (or any higher rate with respect to which the County has provided notice pursuant to Section 4.2). In the event that the County terminates the Agreement as a result of such breach, the damages due as a result of such termination shall be equal to the average monthly deliveries by the City for the twelve (12) months prior to the commencement of the breach multiplied by the Contract Rate in effect at the time of such breach (or any higher rate with respect to which the County has provided notice pursuant to Section 4.2), multiplied by the number of months that would have remained in the Term of the Agreement had the termination not occurred. The parties recognize that if the City fails to meet its obligations hereunder, the County will suffer damages and that it is and will be impracticable and extremely difficult to ascertain and determine the exact amount of such damages. Therefore, the parties agree that the damages specified above represent a reasonable estimate of the amount of such damages, considering all of the circumstances existing on the date hereto, including the relationship of the sums to the range of harm to the County that reasonably could be anticipated and anticipation that proof of actual damages would be costly or inconvenient. In signing this Agreement, each party specifically confirms the accuracy of the statements made above and the fact that each party had ample opportunity to consult with legal counsel and obtain an explanation of this liquidated damage provision at the time that this Agreement was made.

(F) Legal Challenges to Franchise System. The City shall use its best efforts to preserve, protect and defend its right to exercise and comply with the Waste Disposal Covenant against any challenge thereto, legal or otherwise (including any lawsuits against the City or the County, whether as plaintiff or defendant), by a Franchise Hauler or any other person, based upon breach of contract, violation of law or any other legal theory. The City shall bear the cost and expense of any such Legal Proceeding or other challenge. In the event any such Legal Proceeding relating to the Waste Disposal Covenant or the City’s exercise thereof establishes in a final determination that such covenant or exercise thereof is void, unlawful or unenforceable, or if any Franchise Hauler fails to deliver Controllable Waste to the Waste Infrastructure System in breach of its franchise with the City on the grounds that a judicial determination made by any court or other Applicable Law has rendered its obligation to deliver Controllable Waste to the Disposal System void, unlawful or unenforceable on any legal grounds, with the result that actual waste deliveries to the Disposal System fall below the Cumulative Tonnage Targets, the County shall be entitled to avail itself of the remedies described in Section 4.2(B) hereof.

(G) Franchise Haulers. The City shall compile and provide the Department with the following information concerning all Franchise Haulers: name, address and phone number; identification number; area of collection and transportation; and franchise and permit terms.

(H) Waste Information System. The City shall cooperate with the Department in collecting information and otherwise monitoring Franchise Haulers in order to assure compliance with this Agreement, the Act, Organics Legislation, or other Applicable Law. Such information may include information such as, data pertaining to Controllable Waste collected, transported, stored, processed and disposed of, Recycled City Acceptable Waste collected, transported, stored, processed and marketed or disposed of, Controllable Organic Waste collected, stored, processed and marketed or disposed of, Franchise Haulers’ franchise, permit or license terms, collection areas, transportation routes and compliance with Applicable Law; and all other information which may reasonably be required by the Department in connection with this Agreement. The City agrees to include in any revised franchise, contract, license or permit or other authorization granted to Franchise Haulers an obligation of the Franchise Hauler to provide to the County information relating to the Controllable Waste collected by such Franchise Hauler, including origins from which such Controllable Waste was collected (identifying Controllable Organic Wa ste, Recycled City Acceptable Waste, or as otherwise may be required under this Agreement or under Applicable Law ), tonnage by type of load (residential, commercial, roll-off box), customer service levels, tonnage delivered by transfer station or material recovery facility utilized, and other related information.

(I) City Actions Affecting County. The City agrees to carry out and fulfill its responsibilities under this Agreement and Applicable Law so as to permit full and timely compliance by the County with its covenants and agreements with the State. In particular, the City agrees not to conduct, authorize or permit any disposal services for Controllable Waste to be provided in competition with the Disposal Services provided by the County hereunder, and not to take or omit to take any action with respect to Controllable Waste, its collection, transportation, transfer, storage, treatment, processing, or disposal that may materially and adversely affect the County’s ability to achieve such timely compliance. Notwithstanding the foregoing, the City shall not be required to deny any permit or license or refuse to grant any approval while exercising its police powers.

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(J) No Right of Waste Substitution. Nothing in this Agreement shall authorize or entitle the City to deliver or cause the delivery to the Waste Infrastructure System of Acceptable Waste or Acceptable Organic Waste originating from or generated outside the jurisdiction of the City, nor obligate the County to receive or dispose of any such Acceptable Waste or Acceptable Organic Waste. The City shall not assign in whole or in part its right to deliver or cause to be delivered Controllable Waste or Controllable Organic Waste to the County hereunder, and shall not permit any Acceptable Waste or Acceptable Organic Waste originating from or generated outside the jurisdiction of the City to be substituted for Controllable Waste or Controllable Organic Waste for any purpose hereunder.

(K) Annexations and Restructuring. It is the intention of the parties that this Agreement and the obligations and rights of the City hereunder, including particularly the Waste Disposal Covenant and the Contract Rate, shall, to the extent permitted by Applicable Law, extend to any territory annexed by the City (or any territory with respect to which the City assumes solid waste management responsibility from a Sanitary District or other public entity) and shall bind any successor or restructured Governmental Body which shall assume or succeed to the rights of the City under Applicable Law.

SECTION 3.2 PROVISION OF WASTE INFRASTRUCTURE SERVICES BY THE COUNTY.

(A) Service Covenant. Commencing on the Commencement Date, and subject to available Waste Infrastructure System capacity , the County shall provide or cause the provision of the service of receiving and disposing of all Controllable Waste at the Waste Infrastructure System, and, in accordance with subsection 3.3(C) hereof, disposing of Unacceptable Waste inadvertently accepted at the Disposal System. The County, to the maximum extent permitted under Applicable Law, shall use its best efforts to increas e source reduction, materials recovery, recycling, organic processing or other waste diversion in the region as may be required by law or which result in the long-term preservation of landfill disposal capacity and to keep the Waste Infrastructure System open for the receipt of Acceptable Waste for disposal or transfer of Controllable Waste pursuant to this Agreement. The County shall do and perform all acts and things which may be reasonably necessary or desirable in connection with its covenants in this subsection, including without limitation all planning, development, administration, implementation, construction, operation, maintenance, management, financing and contract work related thereto or undertaken in connection therewith. The County shall exercise all reasonable efforts to minimize the costs incurred in complying with the Service Covenant consistent with its responsibilities hereunder and under this Agreement, Applicable Law and prudent solid waste management practice and environmental considerations.

(B) Source-Separated Household Hazardous Waste. The County shall maintain, as part of the Waste Infrastructure System, a Source-Separated Household Hazardous Waste Disposal System for the disposal of Source-Separated Household Hazardous Waste. The disposal service provided by such system shall constitute part of the Disposal Services, and shall be available to Participating Cities as part of the Contract Rate. The County may impose additional fees and charges for new services relating to Source-Separated Household Hazardous Waste or with respect to cities which are not parties to an Agreement. The County may provide for the expansion, contraction or modification of the Source-Separated Household Hazardous Waste Disposal System and its services to the extent necessary to ensure the Waste Infrastructure System’s viability.

(C) Designated Facilities. County and City will coordinate in determining the pr imary landfill used for disposal and processing of Controllable Waste. The Department shall immediately advise the City by telephone of any situation, event or circumstance which results in the partial or complete inability of the County to receive Controllable Waste at any particular landfill within the Waste Infrastructure System, its effect on the County’s ability to perform its obligations hereunder, and the County’s best estimate of the probable duration. The Department shall confirm such advice in writing within twenty four (24) hours of the occurrence of any such inability. The County shall use its best efforts to resume normal operation of the landfill used by the City as soon as possible. In the event a situation, event or circumstance results in the partial or complete inability of the County to receive Controllable Waste at any particular landfill within the Waste Infrastructure System the County shall have the right to redirect Controllable Waste to another landfill within the Waste Infrastructure System for the duration of the situation, event or circumstance; provided, however, that in such circumstances the County shall utilize reasonable efforts to first redirect waste which is not Controllable Waste. In no event shall the County be required to accept Controllable Waste if it does not have sufficient permitted disposal capacity within the Waste Infrastructure System.

(D) Compliance with Service Covenant Not Excused for any Reason. Commencing on the Item: 9
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Commencement Date, and subject to the terms of this Agreement , the obligations of the County to duly observe and comply with the Service Covenant, in accordance with Applicable Law, shall apply continuously and without interruption for the Term of this Agreement. In the event that any Change in Law, situation, event or other Uncontrollable Circumstance impairs or precludes compliance with the Service Covenant by the means or methods then being employed by the County, the County shall use best efforts to implement alternative or substitute means and methods to enable it to satisfy the terms and conditions of the Service Covenant. In the event that a Change in Law precludes the County from complying with such covenants with the means or methods then being employed and from utilizing any alternate or substitute means or methods of compliance, the County shall continuously use all reasonable efforts to effectuate executive, legislative or judicial change in or relief from the applicability of such law so as to enable the County lawfully to resume compliance with such covenants as soon as possible following the Change in Law.

County failure to duly observe and comply with the Service Covenant due to its efforts to comply with Applicable Law, shall not constitute a breach under this Agreement, and shall excuse County performance to the extent necessary to comply with Applicable Law.

If the alternative or substitute means and methods proposed for the County to observe and comply with the Service Covenant are more costly tha n the previously used mean s and methods, County shall be entitled to a corresponding Contract Rate increase to cover any associated additional costs pursuant to the provisions of Section 4.2 of this Agreement.

SECTION 3.3 COUNTY RIGHT TO REFUSE WASTE.

(A) Right of Refusal. Notwithstanding any other provision hereof, the County may refuse delivery of:

(1) Hazardous Waste;

(2) Controllable Waste delivered at hours other than those provided in Section 3.5 hereof;

(3) Waste that does not constitute Acceptable Waste;

(4) Acceptable Waste delivered by City but originating from or generated outside the jurisdiction of the City;

(5) Controllable Waste consisting primarily of construction and demolition debris or inert material which may cause a particular facility’s daily tonnage limit to be exceeded;

(6) Acceptable Waste in excess of permitted limits; and

(7) Acceptable Waste that would result in County violating Applicable Law .

(B) Identification of Unacceptable Waste. The Department shall have the right (but not the duty or the obligation) to inspect the vehicles of all Franchise Haulers delivering material to the Waste Infrastructure System, and may require that the Franchise Hauler remove any Unacceptable Waste from such vehicle before it is unloaded. If the Department determines that it is impractical to separate Controllable Waste from Unacceptable Waste in any vehicle, or if the Franchise Hauler delivering such waste is unwilling to make such separation, or if any vehicle is carrying waste which may spill or leak, then the Department may reject the entire vehicle, and the City shall forthwith remove or cause the removal of the entire delivery from the Waste Infrastructure System. The Department may take all reasonable measures to prevent waste from being blown or scattered before and during unloading. The City shall cause the Franchise Haulers to observe and comply with Applicable Law, the operating rules and regulations of the Department, and the provisions of this Agreement prohibiting the delivery of Unacceptable Waste to the Waste Infrastructure System.

(C) Hazardous Waste and Hazardous Substances . The parties acknowledge that the Waste Infrastructure System has not been designed or permitted to accept Hazardous Waste or Hazardous Substances, and is Item: 9
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not intended to be used in any manner or to any extent, for the handling, transportation, storage or disposal of Hazardous Waste, Hazardous Material or Hazardous Substances. Neither the County nor the City shall countenance or knowingly permit the delivery of Hazardous Waste or Hazardous Substances to the Waste Infrastructure System.

City shall be responsible for the costs of removal , and any regulatory fines , associated with the knowing deliver y of any Hazardous Substances to the Waste Infrastructure System by the City or its Franchise Hauler.

(D) Disposal of Unacceptable Waste and Hazardous Waste. If Unacceptable Waste or Hazardous Waste is discovered in a vehicle at any facility within the Waste Infrastructure System, the driver of the vehicle will not be permitted to discharge the load. If a vehicle is observed unloading Unacceptable Waste or Hazardous Waste in the tipping area of a facility within the Waste Infrastructure System Department personnel will use reasonable efforts to assure that such material has been characterized, properly secured and its disposition resolved. The return or reloading onto the delivery vehicle of any Hazardous Waste, Prohibited Medical Waste or other waste requiring handling or transportation shall be conducted in accordance with Applicable Law. Whenever Hazardous Waste is detected at any facility within the Waste Infrastructure System, the Department shall take immediate action in accordance with Applicable Law.

SECTION 3.4 UNINCORPORATED AREA ACCEPTABLE WASTE.

Commencing on the Commencement Date, the County in accordance with Applicable Law shall provide or cause to be provided the service of disposing of non-recycled Acceptable Waste originating or generated within the Unincorporated Area and, with respect to such material, shall comply with the Waste Disposal Covenant as if the County constituted a City subject to the Waste Disposal Covenant hereunder. Rates charged by the County for the disposal of each class of non-recycled Acceptable Waste generated in the Unincorporated Area shall be the same as the Contract Fee charged for the disposal of each class of Controllable Waste. The County shall use its best efforts to preserve, protect and defend its right to exercise and comply with the Waste Disposal Covenant (with respect to non-recycled Acceptable Waste generated in the Unincorporated Area) against any challenge thereto, legal or otherwise, by a Franchise Hauler or any other person, based upon breach of contract, violation of law or any other legal theory. The County shall bear the cost and expense of any such Legal Proceeding or other challenge (with respect to non-recycled Acceptable Waste generated in the Unincorporated Area).

SECTION 3.5 MISCELLANEOUS OPERATIONAL MATTERS.

(A) Operating Hours. The County shall keep the Waste Infrastructure System open for the receiving of Acceptable Waste during such regular operating hours as may be established by the Department in the operating rules and regulations applicable to the Waste Infrastructure System. The County reserves the right to modify the operating days and hours to comply with Applicable law or as otherwise may be deemed necessary by the County.

(B) Scales and Weighing. The Department shall operate and maintain permanent scales at the Waste Infrastructure System as required by Applicable Law. The Department shall weigh all vehicles delivering waste by or on behalf of the City (whether or not the County accepts such waste) and prepare a daily weight record with regard to such delivery.

(C) Service Coordinator. The County and the City each shall designate in writing thirty (30) days prior to the expected Commencement Date a person to transmit instructions, receive information and otherwise coordinate service matters arising pursuant to this Agreement (each a “Service Coordinator”). Either Party may designate a successor or substitute Service Coordinator at any time by notice to the other Party.

(D) Review of Records. Each Party may review the other Party’s books and records with respect to matters relevant to the performance by either Party under this Agreement or otherwise related to the operation of the Waste Infrastructure System to the extent allowed under the California Public Records Act (interpreted as if the Parties to this Agreement were natural persons for purposes of the Public Records Act).

SECTION 3.6 OTHER USERS OF THE DISPOSAL SYSTEM.

(A) On or Before April 30, 2026, the County shall have the right to enter into WISE Agreements with Orange County entities with respect to Acceptable Waste which was originally discarded by the first generator thereof within the geographical limits of the County, including other cities in the County, Special Districts, Sanitary Districts, Franchise Haulers and Independent Haulers. Agreements entered into during this period shall have terms Item: 9
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and provisions substantially identical to the terms and provisions of this Agreement; provided, however, that in no event shall such agreements have terms and provisions more favorable than the terms and provisions of this Agreement (including but not limited to the Contract Rate and availability of disposal capacity).

(B) After April 30, 2026, the County shall have the right to enter into WISE Agreements with Orange County entities, including any city, Special Districts, Sanitary Districts, Franchise Haulers and Independent Haulers, or otherwise accept Acceptable Waste from such parties, but only within the limitations contained in this Section. Any such agreement or waste acceptance agreement must provide that the party delivering waste shall pay a Disposal Rate at least 10% higher than the Contract Rate unless the County determines it is in the best interest of the Waste Infrastructure System to establish a Disposal Rate less than 10% higher than the Contract Rate. In no event shall the Disposal Rate be less than the Contract Rate. In addition, the County shall reserve the right in any such agreement to at any time, to the extent permitted by Applicable Law, refuse to receive and dispose of Acceptable Waste from any city, Special District, Sanitary District, Franchise Hauler and Independent Hauler if and to the extent that such receipt and disposal might materially and adversely affect the ability of the County to comply with its obligations to the Participating Cities under the WISE Agreements to which each is a party.

(C) Posted Disposal Rate . The Posted Disposal Rate shall at all times be at least 10% higher than the Contract Rate.

(D) Self-Haulers. The City and the County acknowledge that Self-Haulers shall be entitled to deliver Self-Hauled Waste to the Waste Infrastructure System, on a non-contract basis, at the Posted Disposal Rate.

Such Self-Haulers shall not be entitled to dispose of Acceptable Waste for the Contract Rate.

(E) Receipt of Imported Acceptable Waste on a Contract Basis. The County shall have the right to enter into Importation Agreement(s) with any public or private entity for the delivery of Imported Acceptable Waste on terms and conditions that the County determines to be necessary to ensure and enhance the viability of the Waste Infrastructure System and to generate Net Import Revenues. In no event shall such Importation Agreements , entered into after the Commencement Date, include a per ton tipping fee or Disposal Rate for Imported Acceptable Waste that is less than the Contract Rate. The County certifies that in its good faith judgment the contract or other agreement for the delivery of such waste will not materially and adversely affect the ability of the County to receive and dispose of Acceptable Waste from the Participating Cities in accordance with the applicable WISE Agreements throughout the Term thereof; and, should the delivery of waste subject to Importation Agreements adversely affect the County’s ability to receive and dispose of Controllable Waste from Participating Cities the County will prioritize receipt and disposal of Controllable Waste delivered pursuant to applicable WISE Agreements.

(F) Application and Use of Revenues From Other Users.

(1) County Acceptable Waste: Throughout the Term hereof, a ll revenues received by the County from the disposal or processing of County Acceptable Waste into the Waste Infrastructure System (including Surcharges, and any and all fine, penalty, liquidated damages or other damages , grants, awards or revenue received by the County in connection with the Waste Infrastructure System ), shall be deposited by the County in the County OC Waste & Recycling Enterprise Fund and shall constitute revenues of the Waste Infrastructure System.

(2) Imported Acceptable Waste: Throughout the Term hereof, all revenues received by the County, pursuant to an Importation Agreement , for the disposal or processing of Imported Acceptable Waste into the Waste Infrastructure System (including Surcharges, and any and all fine, penalty, liquidated damages or other damages or revenue received by the County in connection with the Waste Infrastructure System ), shall first be applied toward all of the costs attributable to the acceptance and management of such Impor ted Acceptable Waste into the Waste Infrastructure System. Costs attributable to the disposal of Imported Acceptable Waste include, but are not limited to, deposits to the Environmental Fund, deposits to closure and post-closure reserves, Host Fees (if applicable), incremental operating costs (such as manpower expenditures, equipment, services and supplies expenditures), State surcharges, regulatory fees, charges or penalties, and a pro rata share of capital project costs. Revenue remaining after costs attributable to the disposal and management of Imported Acceptable Waste shall be considered “Net Import Revenues” and shall be calculated and distributed as follows:

(i) Calculation: Net Import Revenues are estimated to be 30% of the revenues received Item: 9
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by the County from the disposal of Imported Acceptable Waste (excluding any newly established per-ton fees or increases to existing per-ton fees with respect to Imported Acceptable Waste payable to the State, other regulatory agencies or cities in which facilities in the Waste Infrastructure System are located.)

(ii) Distribution: Net Import Revenues shall be distributed as follows;

a. 50% of any Net Import Revenues shall be paid to the County General Fund.

b. 50% of such Net Import Revenues shall be paid to the Participating Cities (and to the County, with respect to the unincorporated area) listed in Appendix 1 for use for any purpose by the Participating City, including but not limited to State mandated solid waste programs. Payments of such amount to the County General Fund and the Participating Cities shall be made by the County within ninety (90) days after the end of each fiscal year. The portion of Net Import Revenues specified above payable to the Participating Cities shall be apportioned in the percentages set forth in Appendix 1.

c. The percentages set forth in Appendix 1 with respect to each Participating City shall be annually reviewed and adjusted every five (5) years by the County to reflect the percentage of deliveries of Acceptable Waste from each Participating City averaged over the last five (5) years. The County shall notify Participating Cities of the revised percentages in Appendix 1 within one hundred and twenty (120) days of the end of each fiscal year.

SECTION 3.7 COUNTY PROVISION OF WASTE DIVERSION SERVICES.

(A) County-Wide Recycling and Diversion Services. Unless otherwise specifically provided in this Agreement, County is not required to provide for any source reduction, materials recovery, recycling, organic processing or other waste diversion services under this Agreement. However, County may choose to provide County- Wide Recycling Services funded through the County OC Waste & Recycling Enterprise Fund at its sole discretion on the condition that provision of said services shall be funded in a manner that does not impact the Contract Rate without first going through the process outlined in Section 4.2 and expressly agreed to by 50% of Participating Cities.

(B) Organic Processing and Diversion Services. The County has developed Organics Infrastructure and programs available to interested Cities intended to assist Cities in meeting their diversion and Organic Legislative Recycled Organic Waste Procurement goals and to promote the processing and diversion of Organic Waste into compost or other material that qualifies as diversion under Applicable Law. Cities interested in receiving County provided Organic Processing Services may enter into the separate Organic Services Agreement (“OSA”) provided in Appendix 5 of this Agreement.

(C) Food Waste Processing and Diversion . County is in the process of evaluating the options and feasibility of development of a Commercial Food Waste Processing Infrastructure. If developed, Cities will be provided an opportunity to participate in this service on terms which shall be separately agreed upon by the Parties.

(D) Edible Food Recovery Programs. County is in the process of evaluating the options and feasibility of development of regional County -wide edible food recovery programs to assist Cities in meeting State mandated goals. The intent of Edible Food Recovery to address the food hierarchy and wasted food scale on a regional level through collaboration of all jurisdictions, key local, State and federal stakeholders, the non -profit sector and business sector. City agrees to reasonably cooperate with County efforts and collaborate on data analysis and reporting to provide jurisdictions reports for compliance under SB 1383. If developed, Cities will be provided an opportunity to participate in this service on terms which shall be separately agreed upon by the Parties.

(E) Recycling Market Development Zone (“RMDZ”) Program. The RMDZ program, administered by the California Department of Resource Recycling and Recovery (CalRecycle), combines recycling with economic development to support business that use materials from the waste stream to manufacture their products.

The program offers loans, technical assistance and product marketing to eligible businesses located within designates zones. City agrees to reasonably cooperate and collaborate with County in support of the RMDZ program.

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(F) Separate City-County Diversion Service Agreements. Nothing in this Agreement is intended to limit the right of the County to enter into a separate agreement with the City or any other person to provide source reduction, materials recovery, recycling, composting or other waste diversion services. Any such program conducted by the County, whether in participation with the City, any other of the Participating Cities, other Cities, Special Districts, Sanitary Districts, Franchise Haulers , Independent Haulers, Unincorporated Area or non-County entity, shall be operated, managed and accounted for as a program separate and distinct from the Disposal Services program contemplated by the WISE Agreements and shall not be funded through the general revenues of the Disposal System.

ARTICLE IV

CONTRACT RATE

SECTION 4.1 CHARGING AND SECURING PAYMENT OF CONTRACT RATE. The City acknowledges that the County shall have the right to charge and collect a Contract Rate for the acceptance, disposal, and processing of Controllable Waste delivered to the Waste Infrastructure System by City or its Franchise Hauler. The Contract Rate shall be calculated and established, and may be modified, as provided in Section 4.2 hereof. In addition, the City acknowledges that the County shall have the right to establish as part of the operating rules and regulations reasonable measures to secure the payment of all Contract Rates.

SECTION 4.2 CONTRACT RATE.

(A) Establishment of Contract Rate. The Contract Rate payable by each City or Franchise Hauler shall be a three (3) year progressive Contract Rate of $67/ton (July 1 2026 through June 30, 2027), $74/ton (July 1, 2027 through June 30, 2028), and $81/ton (July 1, 2028 through June 30, 2029) and contingent on the delivery to the Waste Infrastructure System of an amount of City Acceptable Waste at least equal to the Cumulative Tonnage Targets identified in Appendix 2, and subject to adjustment necessary to reflect the circumstances set forth in this Section 4.2 including but not limited to:

(i) increased costs incurred by the County (in excess of available insurance proceeds) due to the occurrence of one or more Uncontrollable Circumstances, other than Changes in Law;

(ii) costs incurred by the County (in excess of available insurance proceeds and amounts available in the Environmental Fund for such purposes) remediating environmental conditions at the Disposal System or inactive or closed disposal sites in the County, which, if uncorrected, could give rise to potential claims under CERCLA or related federal or State statutes, including costs incurred providing indemnification to any Participating City pursuant to subsection 7.3;

(iii) tonnage shortfalls to the extent permitted by Sections 4.2(B);

(iv) County determination that the Department revenue is insufficient to meet Full Cost Recovery requirements.

(v) increased costs incurred by the County due to the occurrence of one or more Changes in Law;

(vi) Capital Costs in excess of the Capital Costs at any point in time during the term hereof exceeding the Cumulative Capital Costs set forth in Appendix 3;

(vii) Provision of new or expanded services , provided on terms as agreed to by the Parties.

Prior to adjusting the Contract Rate as a result of any of the circumstances described in clauses (i), (ii), (iii) (iv) or (vi) above, the County shall utilize the following remedies in the following order of priority:

(1) reduce the costs of operating the Disposal System to the extent practicable; and

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(2) at the sole discretion of the County, utilize Unrestricted Reserves to pay costs of the Waste Infrastructure System.

The County will not be required to utilize such remedies prior to adjusting the Contract Rate as a result of any of the circumstances described in clauses (v) or (vii) above.

Any adjustments to the Contract Rate permitted by this Section shall be calculated by the County to reflect the actual costs or expenses of addressing the circumstance or circumstances pursuant to which the adjustment is authorized. The County agrees that, where appropriate, it will evaluate the feasibility of long-term financing for significant capital costs. Notwithstanding the forgoing, no adjustment to the Contract Rate shall occur as a result of costs associated with the programs identified in Section 3.7, without first going through the process outlined in Section 4.2 and expressly agreed to by 50% of Participating Cities.

(B) County Acceptable Waste Shortfall. In the event that the actual amount of County Acceptable Waste delivered to the Disposal System at the end of any Contract Year is less than the Cumulative Tonnage Target for such Contract Year for County Acceptable Waste, as specified in Appendix 2, the County shall utilize the following options, in the following order of priority, in order to remedy any adverse effects of such tonnage shortfall:

(i) reduce the costs of operating the Waste Infrastructure System to the extent practicable;

(ii) at the sole discretion of County, utilize Restricted Reserves described in clause (iii) of Section 4.5 to pay costs of the Waste Infrastructure System;

(iii) at the sole discretion of County, utilize Unrestricted Reserves to pay costs of the Waste Infrastructure System; and

(iv) adjust the Contract Rate.

In the event that implementation of the steps described above does not result in sufficient revenues to satisfactorily address the shortfall in tonnage, the County shall have the right to terminate the Agreement on one-hundred eighty (180) days written notice to the City. In addition, in the event that Waste Infrastructure expenses are lower than estimated or actual deliveries to the Disposal System exceed the Cumulative Tonnage Target as of the end of any Contract Year, the City acknowledges the County shall have the right to establish reserves intended to reflect the potential for lower than expected annual waste deliveries in subsequent years, and that any such reserves shall constitute “Restricted Reserves”.

(C) [RESERVED]

(D) Interim Use of Remedies. In the event that, during any Contract Year, waste deliveries to the Disposal System are 25% or more below delivery projections for such Contract Year with the result that the County determines it is unlikely that the Cumulative Tonnage Target will be achieved as of the end of such Contract Year, the County may utilize the remedies described in Section 4.2(B) prior to the end of such Contract Year; provided, however, that if at the end of such Contract Year, the Cumulative Tonnage Target is actually met, the County shall reimburse any adjustments to the Contract Rate made pursuant to this Section to Participating Cities. Such reimbursement shall occur in a manner as agreed between the parties, and may be given as a credit or adjustment to the Contract Rate for future deliveries, rather than a lump sum payment.

(E) Special Charges. Notwithstanding Section 4.2(A), the County shall have the right to establish special charges for the provision of new or expanded services or the receipt of hard to handle materials, such as bulky materials, construction and demolition debris, tree stumps and sludge. Should the County wish to provide new or expanded services to Cities , it may charge for such services upon agreement of City. S pecial charges shall be calculated to reflect the reasonable incremental costs to the County of providing the new or expanded services or accepting such hard to handle materials.

Adjustments pursuant to this Section 4.2(E) shall not require compliance with the provisions of Section 4.2( I)

(F) Annual CPI Escalation. Subject to the application of the Contract Rate True-up (provided Item: 9
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[ ]
below), the Contract Rate shall be adjusted each July 1, beginning 2029, in an amount equal to the percentage change in the CPI (as defined above) as measured from the October twenty one (21) months prior to the rate adjustment to the October immediately preceding the rate adjustment (the “Annual CPI Adjustment”) . For example: The July 1, 2029 Annual CPI Adjustment to the Contract R ate shall be based upon the change in CPI from October 2027, to October 2028, referred to as year 1 and year 2 respectively in the following example.

Formula to calculate percentage change in the Contract Rate based on Annual CPI Adjustment :

Step 1:

October Year 2 CPI - 1 = % increase in Contract Rate October Year 1 CPI
Step 2: Current Contract Rate x (1+ % increase in Contract Rate) = Contract Rate as of July 1 Year 2

On each April 1, commencing April 1, 2029, the County shall provide the City with notice of the Annual CPI Adjustment to the Contract Rate to be effective the following July 1. Such notice shall contain the calculation of the adjustment set forth above. The County shall calculate the new Contract Rate each year.

In the event that the change in CPI as described above is negative rather than positive, no rate adjustment will be made for that year. No adjustment under this Section 4.2(F) will take place until the October CPI index surpasses the index level as of the October immediately preceding the last annual rate adjustment pursuant to this Section 4.1(F), which will be considered “year 1” in calculating the change in the Contract Rate.

For example, if the change in CPI is measured as follows: October 2027 = 205, October 2028 = 204, October 2029 = 201, October 2030 = 208, then there would be no adjustment in July 2029, or July 2030, and an adjustment equal to the change from 205 to 208 would be implemented on July 1, 2031.

Contract Rate True-up: On an annual basis, no later than each April 30 , beginning April 30, 2030, the County shall conduct an annual review of factors pertaining to the most recently completed fiscal year(s) including but not limited to, tonnage received throughout the Waste Infrastructure System, Cumulative Tonnage Targets identified in Appendix 2, revenue received from all sources , Department expenditures , and other factors that make up Department’s total costs.

County shall notify City prior to April 30, 2030 (and every April 30 thereafter) and advise whether the Annual CPI Adjustment to the Contract Rate should be frozen for a period of time (in circu mstances where Department revenues exceed Department Full Cost Recovery needs) or to determine whether the Contract Rate should be increased beyond the Annual CPI Adjustment as defined above (in circumstances where Department costs exceed CPI) to ensure that Department revenues meet Full Cost Recovery.

Within thirty (30) days of finalizing each annual review, the County shall transmit its findings and the bases thereof to Participating Cities at the next regularly scheduled OCCMA meeting or other forum mutually agreed to by the County and OCCMA. If requested by the City or OCCMA, the County shall reasonably respond to requests from the City and/or OCCMA for additional information including, but not limited to, requests to meet and discuss reviews, findings, and bases of findings. At the request of 50% of Participating Cities, County agrees to meet and confer in good faith with OCCMA, within sixty (60) days to discuss retention of a consultant acceptable to both the County and OCCMA to conduct an independent review of the County’s annual review findings.

Nothing in this section shall be interpreted as limiting the County’s rights under Section 4.2(A).

(G) Adjustment Resulting from Increased Fees. In addition to the other adjustments specified herein, the Contract Rate shall be adjusted to reflect the imposition of new fees or increase in existing fees relating to the disposal of Controllable Waste imposed by State, federal or other agencies (e.g., the State’s Integrated Waste Management fee, which is currently $1.40 per ton, but is expected in increase during the term of this Agreement). The adjustment shall be equal to the amount of any new or increased fee, and the adjustment shall take effect so as to coincide with the imposition of the new or increased fee. The County shall provide notice of any increase pursuant to this Section 4.2(G) as soon as practicable after becoming aware of the imposition of any fees described above.

Adjustments pursuant to this Section 4.2(G) shall not require compliance with the provisions of Section 4.2(I).

(H) [RESERVED]
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(I) Procedure for Rate Adjustments. In the event the County determines that it is entitled to an adjustment of the Contract Rate pursuant to Section 4.2(A) (other than 4.2(A)(iv)) or Section 4.2(B), it shall utilize the procedures described in this Section 4.2(I). The County shall be required to provide the City with at least ninety (90) days prior written notice of the adjustment, which notice shall identify the specific event(s) or circumstances which require the adjustment. The notice shall also specify the earliest date on which the County Board of Supervisors shall consider the proposed adjustment. At least forty five (45) days prior to such meeting of the Board of Supervisors, the County shall provide the City with a report which shall contain the following information: a description of the specific event(s) or circumstances which require the adjustment; a description (including cost estimates) of any activities (which may include, but not be limited to capital improvements to the Waste Infrastructure System) required in order to remedy such event or circumstance; certification by the County that it has implemented the remedies described in Section 4.2(A) or (B) prior to requiring the rate adjustment; and a description of the methodology used by the County to calculate the adjustment to the Contract Rate (hereinafter the “County Report”). In the event the City disputes the adjustment, it shall provide the County with a written description of the reason for the dispute at least ten (10) days prior to the meeting of the Board of Supervisors identified in the initial notice of the County (hereinafter the “City Report”). The City Report shall be provided to the Board of Supervisors for consideration at such meeting in connection with the proposed rate adjustment. At any time from and after the date that the County provides the City with the County Report, upon the request of either party, the City and County shall meet and confer in good faith to resolve any dispute that may arise regarding the proposed adjustment to the Contract Rate. In any such meeting, the County shall be represented by the Director of the Department or his or her designee. In the event the Board of Supervisors approves all or a portion of the proposed rate adjustment, such rate adjustment shall become effective on the date identified in the initial notice sent by the County regardless of whether or not the procedures in Section 4.2(J) are utilized, but subject to potential reimbursement pursuant to clause (11) of Section 4.2(J).

(J) Procedure for Expedited Judicial Review of Contested Rate Adjustment. In the event that, within thirty ( 30) days after the effective date of any Contract Rate adjustment made pursuant to Section 4.2(I), Participating Cities which, in the aggregate, accounted for more than 50% of the County Acceptable Waste delivered to the County System in the twelve (12) months preceding the Contract Rate adjustment, provide notice to the County of their election to utilize the procedures described in this Section 4.2(J), then the provisions of this Section 4.2(J) shall be utilized by such Participating Cities and the County to resolve the dispute over the Contract Rate Adjustment. In the event that Participating Cities which have delivered the amount of waste contemplated in the preceding sentence do not provide notice to the County of such election, the County shall have no obligation to participate in or cooperate in the implementation of the procedures described below in this Section 4.2(J).

(1) In order to pursue the expedited judicial determination described in this Section (the “Expedited Rate Determination”), the Participating Cities which have made the election described in the paragraph above (the “Challenging Cities”) must commence a civil action for breach of contract (the “Action”) in the Orange County Superior Court within forty five ( 45) days of the date on which the Board of Supervisors approves the challenged adjustment to the Contract Rate.

(2) Within two (2) Court days of filing the Action, the Challenging Cities shall personally serve on the County Counsel, with copy provided to the Clerk of the Board both the summons and complaint, and a stipulation and request for the entering of an order incorporating all of the procedural provisions relating to the Expedited Rate Determination as set forth in this Section 4.2(J) (such stipulation and request for order is hereinafter referred to as the “Expedited Rate Determination Stipulation”). The Expedited Rate Determination Stipulation shall be signed by each of the Challenging Cities, or on behalf of them by their legal counsel.

(3) Within fifteen (15) days of the date of service upon the County of the summons and complaint, and Expedited Rate Determination Stipulation, County Counsel shall execute the Expedited Rate Determination Stipulation and deliver it as well as the County’s answer to the complaint in the Action, by electronic means, to the Challenging Cities through their counsel of record. The Stipulation shall also include a waiver by each of the parties of their right to a jury trial of the issues raised in the Action. The Parties agree that the duty to execute the Expedited Rate Determination Stipulation and comply with the procedures set forth for Expedited Rate Determination in this Section 4.2(J) shall be, and are hereby deemed to be, ministerial duties which the law specifically enjoins upon each of them, and shall be subject to enforcement by the parties herein pursuant to Code of Civil Procedure Section 1085, et seq., or by means of a complaint for specific performance.

(4) Within three (3) days of the date of service by the County upon the Challenging Cities of the fully signed Expedited Rate Determination Stipulation, the County and the Challenging Cities shall jointly Item: 9
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make ex parte application to the Orange County Superior Court in the Action for the issuance of an order reflecting the procedural requirements and timelines contained in the Expedited Rate Determination Stipulation, provided however, the timelines may be adjusted by the Court as it deems may be needed for its convenience . As part of such ex parte application, the County and the Challenging Cities shall expressly seek to confirm with the Orange County Superior Court the briefing schedule, and request a hearing date (effectively a trial date) in accordance with the procedures set forth in this Section 4.2(J).

(5) Within ten (10) days of the date of service by the County upon the Challenging Cities of the answer in the Expedited Rate Determination, the Challenging Cities shall file with the Court and electronically serve upon County Counsel the Challenging Cities’ opening brief and the Record in the Expedited Rate Determination. The opening brief shall not exceed 15 pages in length. The Record shall consist of, and be limited to, the record of the proceedings before the Board of Supervisors with respect to the adjustment of the Contract Rate, including but not limited to the County Report and the City Report prepared by each or any of the Challenging Cities pursuant to Section 4.2(I), any materials filed or lodged with the Board of Supervisors and the Orange County Waste Management Commission in connection with its decision, the transcript of the proceedings of the Board of Supervisors meeting(s), and the Orange County Waste Management Commission, the minutes of the Board of Supervisors and the Orange County Waste Management Commission meeting, and the resolution and/or other documentation evidencing the action by the Board of Supervisors and the Orange County Waste Commission to adjust the Contract Rate pursuant to Section 4.2(A) or (B). The record shall also include the most recent reports prepared pursuant to Sections 4.6 and

4.7. The Expedited Rate Determination shall be decided solely on the evidence in the Record, and no extrinsic evidence shall be submitted to or considered by the Court.

(6) Within ten (10) days of service by the Challenging Cities of their opening brief and the Record, the County shall file and electronically serve upon the Challenging Cities’ Counsel the County’s opposition brief. The opposition brief shall not exceed 15 pages in length.

(7) Within five (5) days of service by the County upon the Challenging Cities of the opposition brief, the Challenging Cities may file and electronically serve upon County Counsel a reply rebuttal brief, which shall not exceed 10 pages in length.

(8) The trial of the Expedited Rate Determination shall be conducted as a law and motion hearing, similar to a hearing on a writ, which shall be conducted at the date set by the Court in connection with the ex parte application conducted pursuant to Section 4.2(J)(4), or such other date and time ordered by the Court. If the Court requests the parties to prepare supplemental briefs in response to any question or issue raised by the Court, the parties may do so.

(9) The standard of review for the Expedited Rate Determination shall be the preponderance of the evidence based upon the Record. The burden of proof shall be borne by the Challenging Cities, and the burden of proof shall be the same as with respect to a plaintiff in a damages action for breach of contract. Both parties have participated in the drafting of this Agreement. Accordingly, nothing set forth in this Agreement shall be interpreted or construed for or against either of the parties as a consequence of their participation in the drafting of this Agreement.

(10) The Court shall be advised that the Parties request that it issue a written statement of decision and enter judgment within thirty (30) days of the date of the hearing in the Expedited Rate Determination, although the Parties recognize that the Court has discretion to act as it deems appropriate in accord with applicable laws in connection with the timing thereof.

(11) If the Court determines that any portion of the County’s adjusted Contract Rate which is the subject of the Expedited Rate Determination was improperly imposed, the County shall, within thirty (30) days of the date of the statement of decision, reimburse to the City the amount improperly imposed, together with interest calculated at the Overdue Rate. If agreed by the Parties, as an alternative such reimbursement may be made in the form of a reduction in the Contract Rate for a future period (not to exceed twelve (12) months), applied in a manner such that it provides full reimbursement of the amounts described above (including the Overdue Rate , to be applied consistent with provisions of Section 7.14 hereof.)

(12) In the event that the Court does not sign the order contained in the Expedited Rate Determination Stipulation and set the matter for disposition as contemplated herein, the County and the Challenging Item: 9
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Cities shall, within twenty (20) days following the issuance of the Court’s order or decision not to do so and thereby honor the parties’ stipulation, make application to the Orange County Superior Court for an expedited hearing or trial date. The Challenging Cities and the County shall be bound by all of the requirements and restrictions set forth in Section 4.2(J) that are not in conflict with this paragraph (12). In this regard, and without limiting the foregoing, the only evidence to be presented at the hearing or trial shall be the Record, no testimony shall be presented at the hearing or trial; and both the County and the Challenging Cities waive all rights to a jury trial, to any reconsideration of the decision of the Court, to a new trial after the Court renders a decision, and to any appeal or review of the decision of the Court.

SECTION 4.3 RESPONSIBILITY FOR PAYMENT OF THE CONTRACT RATE, AND OTHER AMOUNTS DUE.

(A) Payment by City. In the event and to the extent (1) the City uses municipal collection forces directly for the haulage of Controllable Waste to the Waste Infrastructure System or (2) the City uses non-municipal Franchise Haulers for collection but nonetheless elects to pay the Contract Rate and other amounts due from City revenues, the City, as its own Franchise Hauler, shall have direct responsibility for payment of the Contract Rate and other amounts due, and shall take all such budgetary, appropriation and other action as may be necessary to provide for the timely payment of the Contract Rate and other amounts due . Such action may include, depending upon the means authorized by the City to provide for such payment, the levy and collection of general or special taxes, the imposition of benefit assessments, or the collection of user fees, generator charges or other similar impositions for municipal solid waste disposal. The City shall use best efforts in accordance with Applicable Law to levy and impose all such taxes, assessments, fees or charges, and will take all steps, actions and proceedings for the enforcement, collection and payment of all such amounts which shall become delinquent, to the full extent permitted by Applicable Law.

(B) Payment by Franchise Haulers. With respect to Controllable Waste delivered by Franchise Haulers on behalf of City other than City municipal collection forces, the obligation to pay the Contract Rate and other amounts due shall rest with such Franchise Haulers. Franchise Hauler shall pay the Contract Rate or other amounts due or any portion thereof when due. In the event of any such failure by Hauler, the County and the City shall cooperate with each other and use their best efforts to obtain timely payment from Franchise Hauler. Such efforts by the County may include, as appropriate, requiring cash payments for disposal rights from such Franchise Hauler and bringing a legal proceeding for payment and damages. Such efforts by the City may include, as appropriate, legal proceedings to suspend, revoke or terminate the Franchise Hauler’s franchise, permit or license rights.

(C) Disputes. If the City or the Franchise Hauler disputes any amount billed by the County in any Billing Statement, the City or the Franchise Hauler shall nonetheless pay the billed amount and shall provide the County with written objection within thirty (30) days of the receipt of such Billing Statement indicating the amount that is being disputed and providing all reasons then known to the City or the Franchise Hauler for any objection to or disagreement with such amount. If the City or the Franchise Hauler and the County are not able to resolve such dispute within thirty (30) days after the City’s or the Franchise Hauler’s objection, either party may pursue appropriate legal remedies.

SECTION 4.4 BILLING OF THE CONTRACT RATE OR OTHER AMOUNTS DUE . The County shall continue to bill Contract Rates and other amounts due after the Commencement Date, in the same manner as it has customarily billed tipping fees. Subject to the other provisions of this Agreement, the County shall have the right to modify or amend such manner of billing on reasonable notice to affected parties.

SECTION 4.5 RESTRICTED RESERVES. For purposes of this Agreement, “Restricted Reserves” means cash and other reserves of the Waste Infrastructure System which are restricted to specific uses or are otherwise being reserved by the County to meet its obligations hereunder throughout the term of the Agreement with respect to the Waste Infrastructure System pursuant to any Applicable Law, contract, adopted budget, budgetary policy of the County with respect to the Waste Infrastructure System, or other arrangement. Such cash and other reserves are not required to be deposited in separate accounts or funds in order to constitute “Restricted Reserves” hereunder, and may be commingled with Unrestricted Reserves or other funds of the County attributable to the Waste Infrastructure System. “Restricted Reserves” shall include, but not be limited to, the following:

(i) reserves for closure of components of the Waste Infrastructure System to the extent required by Applicable Law;
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(ii) amounts reserved by the County for funding of post closure maintenance and monitoring with respect to components of the Waste Infrastructure System;

(iii) reserves established to protect the Waste Infrastructure System against the adverse financial impact of potential decreases in waste deliveries pursuant to Section 4.2(B);

(iv) amounts reserved to pay the costs of capital improvements with respect to the Waste Infrastructure System;

(v) amounts funded from revenues during the early years of the term of the Agreement reserved to enable the County to provide disposal services for the Contract Rate during the later years of the Agreement;

(vi) amounts temporarily held by the County prior to payment to the State or other Governmental Bodies pursuant to Applicable Law (including any fees or charges payable to CalRecycle);

(vii) reserves required to meet bond covenants pursuant to financing agreements for Waste Infrastructure System assets to the extent such amounts must be legally separate and distinct from other reserves identified in this Section;

(viii) security deposits from landfill deferred payment program users;

(ix) amounts held by the County in the Environmental Fund (provided, however, that such amounts in the Environmental Fund will be made available and used by the County if required to pay costs relating to environmental remediation or other related costs);

(x) AB 939 surcharges;

(xi) amounts held by the County in the Corrective Action Fund held pursuant to CCR Title 27 to demonstrate financial assurance to pay for potential groundwater contamination; and

(xii) an amount equal to three (3) months of budgeted expenses for the Disposal System for the current fiscal year, representing working capital of the Disposal System.

SECTION 4.6 AUDITED FINANCIAL STATEMENTS. The County shall annually, on or before January 1 each year, prepare or cause to be prepared and have on file for inspection an annual report for the preceding Contract Year, accompanied by a certificate of an independent public accountant or of the County Auditor and Controller as to the examination of the financial statements therein (describing such statements as fairly presenting the information therein in conformity with generally accepted accounting principles) relating to the Waste Infrastructure System, services, and the fiscal activities of the OC Waste Disposal Enterprise Fund, and including statements in reasonable detail of the financial condition of the OC Waste Disposal Enterprise Fund as of the end of the Contract Year and revenue and expenses for the Contract Year.

SECTION 4.7 ANNUAL UPDATE OF TEN-YEAR FINANCIAL PROJECTION. The County shall annually, on or before May 1 of each year, prepare or cause to be prepared, an updated Ten-Year Financial Projection for the Waste Infrastructure System. Said Financial Projection shall include at least two full years of prior actual data and ten years of future projections including the following elements:

1. County Acceptable Waste, in tons;

2. Imported Acceptable Waste, in tons;

3. Revenues and expenditures;

4. Cash fund balances, including all monies in the County Solid Waste Enterprise Fund, with specific delineation of monies in the Environmental Fund, Restricted Reserves, Unrestricted Reserves, and all other funds of the System; and

5. Projected liabilities for closure and post closure as well as reasonable reserves for Item: 9
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other environmental costs.

The purpose of the Ten-Year Financial Projection is to keep the City fully informed about the future financial condition of the Waste Infrastructure System. The County shall cause a copy of the Ten-Year Financial Projection to be delivered to the City Manager/General Manager of the City no later than May 1 of each year. Upon request, the County shall make available to the Cities supporting information related to the ten-year financial projection

Within thirty (30) calendar days of finalizing each annual update of the Ten-Year Projection, County shall transmit the Ten-Year Projection via email to the City and OCCMA . If requested by the City or OCCMA, the County shall reasonably respond to requests from the City and/or OCCMA for additional information including, but not limited to, requests to meet and discuss the updated Ten -Year Projections at the next regularly scheduled OCCMA meeting or other forum mutually agreed to by the County and OCCMA.

ARTICLE V

BREACH, ENFORCEMENT AND TERMINATION

SECTION 5.1 BREACH. The Parties agree that in the event either Party breaches any obligation under this Agreement or any representation made by either Party hereunder is untrue in any material respect, the other Party shall have the right to take any action at law or in equity (including actions for injunctive relief, mandamus and specific performance) it may have to enforce the payment of any amounts due or the performance of any obligations to be performed hereunder. Neither Party shall have the right to terminate this Agreement except as provided in Section 5.2 and Section 5.3 hereof or as otherwise provided in this Agreement.

SECTION 5.2 CITY CONVENIENCE TERMINATION. The City shall have the right to terminate this Agreement in its sole discretion, for its convenience and without cause at any time during the Term hereof upon ninety (90) days’ written notice to the County. If the City exercises its rights to terminate the Agreement pursuant to this Section, the City shall pay the County a termination fee equal to the Contract Rate in effect at the time of such termination (or any higher rate with respect to which the County has provided notice pursuant to Section 4.2) multiplied by the number of tons of City Acceptable Waste delivered to the Disposal System during the preceding twelve (12) months (or, if the City had been in breach of the Waste Disposal Covenant during such prior months, such amount as would have been delivered if the City had complied with the Waste Disposal Covenant), multiplied by the number of years remaining in the Term of the Agreement.

SECTION 5.3 TERMINATION.

(A) By City. Except as expressly provided herein, the City shall have no right to terminate this Agreement for cause except in the event of the failure or refusal by the County substantially to perform any material obligation under this Agreement unless such failure or refusal is excused by an Uncontrollable Circumstance; except that no such failure or refusal shall give the City the right to terminate this Agreement for cause under this subsection unless:

(1) The City has given prior written notice to the County stating that a specified failure or refusal to perform exists which will, unless corrected, constitute a material breach of this Agreement on the part of the County and which will, in its opinion, give the City the right to terminate this Agreement for cause under this subsection unless such breach is corrected within a reasonable period of time, and

(2) The County has neither challenged in an appropriate forum (in accordance with Section 5.5) the City’s conclusion that such failure or refusal to perform has occurred or constitutes a material breach of this Agreement nor corrected or diligently taken steps to correct such breach within a reasonable period of time not more than ninety (90) days from the date of the notice given pursuant to clause (1) of this subsection (but if the County shall have diligently taken steps to correct such breach within such reasonable period of time, the same shall not constitute a breach giving rise to the right of termination for as long as the County is continuing to take such steps to correct such breach).

(B) By County. Except as expressly provided herein, the County shall have no right to terminate this Agreement for cause except in the event of the failure or refusal by the City or its Franchise Hauler to substantially perform any material obligation under this Agreement unless such failure or refusal is excused by an Uncontrollable Circumstance; except that no such failure or refusal shall give the County the right to terminate this Agreement for Item: 9
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cause under this subsection unless:

(1) The County has given prior written notice to the City stating that a specified failure or refusal to perform exists which will, unless corrected, constitute a material breach of this Agreement on the part of the City and which will, in its opinion, give the County right to terminate this Agreement for cause under this subsection unless such breach is corrected within a reasonable period of time, and

(2) The City has neither challenged in an appropriate forum (in accordance with Section 5.5) the County’s conclusion that such failure or refusal to perform has occurred or constitutes a material breach of this Agreement nor corrected or diligently taken steps to correct such breach within a reasonable period of time not more than ninety (90) days from the date of the notice given pursuant to clause (1) of this subsection (but if the City shall have diligently taken steps to correct such breach within such reasonable period of time, the same shall not constitute a breach giving rise to the right of termination for as long as the City is continuing to take such steps to correct such breach).

SECTION 5.4 NO WAIVERS. No action of the County or the City pursuant to this Agreement (including, but not limited to, any investigation or payment), and no failure to act, shall constitute a waiver by either Party of the other Party’s compliance with any term or provision of this Agreement. No course of dealing or delay by the County or the City in exercising any right, power or remedy under this Agreement shall operate as a waiver thereof or otherwise prejudice such Party’s rights, powers and remedies. No single or partial exercise of (or failure to exercise) any right, power or remedy of the County or the City under this Agreement shall preclude any other or further exercise thereof of the exercise of any other right, power or remedy.

ARTICLE VI
TERM

SECTION 6.1 EFFECTIVE DATE AND TERM.

(A) Initial Term. This Agreement shall become effective, shall be in full force and effect and shall be legally binding upon the City and the County from the Contract Date and shall continue in full force and effect until June 30, 2036, unless earlier terminated in accordance with its terms, in which event the Term shall be deemed to have expired as of the date of such termination.

(B) Option to Renew. This Agreement shall be subject to renewal by mutual agreement of the Parties, on or before June 30, 2036 for an additional term of ten (10) years (the “Renewal Term”) on the same terms and conditions as are applicable during the Initial Term hereof or on amended terms as may be mutually agreed to by the Parties. The City shall give the County written notice of its election to renew this Agreement on or before June 30, 2035. If the parties do not execute a renewal of this Agreement prior to June 30, 2036 it shall expire.

(C) Contract Rate During Renewal Term. In connection with the parties’ right to renew this Agreement for an additional ten-year term pursuant to Section 6.1(C), the parties shall, on or before January 31, 2036 negotiate an applicable change in the Contract Rate for such renewal term. In determining any revisions to the Contract Rate to be applicable during any renewal period, in addition to the circumstances described in Section 4.2(A), the parties may take into consideration the following parameters, including but not limited to:

(i) actual cost of operations;

(ii) population growth;

(iii) increase or decrease in available tonnage;

(iv) economic and disposal market conditions in the Southern California region;

(v) new regulatory requirements;

(vi) Changes in Law;

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(vii) changes in transportation and technology;

(viii) closure and expansion of nearby landfills;

(ix) capacity of the Disposal System;

(x) provision of new and/or expanded services; and

(xi) available reserves which are in excess of the amount reasonably required as reserves.

(D) Survival; Accrued Rights. The rights and obligations of the parties hereto pursuant to Sections 3.1(E)(2), 5.1, 5.3, 7.2, 7.3, 7.6, 7.7, 7.8, and 7.9 hereof shall survive the termination or expiration of this Agreement, and no such termination or expiration shall limit or otherwise affect the respective rights and obligations of the parties hereto accrued prior to the date of such termination or expiration. At the end of the Term of this Agreement, all other obligations of the parties shall terminate.

SECTION 6.2 COMMENCEMENT DATE.

(A) Obligations of the Parties Prior to the Commencement Date. The Parties acknowledge that the Agreements may be executed and delivered on different dates and that, except as provided in this subsection, neither the County nor the City shall be obligated to perform its obligations hereunder until the Participation Threshold provided herein has been met and the other conditions to the occurrence of the Commencement Date have occurred.

Prior to the Commencement Date, each Party hereto shall at its own expense exercise good faith and due diligence and take all steps within its reasonable control in seeking to satisfy the conditions to the Commencement Date set forth herein as soon as reasonably practicable. The County and the City, each at its own expense, shall cooperate fully with each other and the other Participating Cities in connection with the foregoing undertaking. Until the Commencement Date occurs, the Original WDAs shall remain in full force and effect until they expire or are terminated.

(B) Condition to the Commencement Date. The Commencement Date for the Agreement shall be the date on which Participating Cities reach the Participation Threshold. Unincorporated County is assumed to be a Participating City for the purposes of determining the Commencement Date in accordance with this Section 6.2(b) and Appendix 1 of this Agreement.

(C) Satisfaction of Condition and Commencement Date. Upon the satisfaction or waiver of the condition to the Commencement Date, the County shall give written notice thereof to the Cities which have theretofore executed Agreements. The parties shall thereupon hold a formal closing acknowledging the satisfaction or waiver of the condition to the Commencement Date, certifying that the Commencement Date has occurred and designating the Participating Cities. Copies of all of the documents or instruments constituting or evidencing satisfaction of the Commencement Date conditions shall be furnished to each party prior to or on the Commencement Date. (D) Newly Incorporated Cities. Any city within Orange County which becomes incorporated after the Commencement Date shall upon request be offered the opportunity by the County to become a Participating City on substantially the same terms and conditions as this Agreement.

(E) Failure of Condition. If by June 30, 2026, or such later date as the County may agree, the condition to the Commencement Date specified in this Section is not satisfied, either party hereto may, by notice in writing to the other party, terminate this Agreement. Neither party shall be liable to the other for the termination of this Agreement pursuant to this subsection, and each of the parties shall bear its respective costs and expenses incurred in seeking to satisfy the condition to the Commencement Date.

ARTICLE VII

GENERAL PROVISIONS

SECTION 7.1 OPERATION AND MAINTENANCE OF THE WASTE INFRASTRUCTURE SYSTEM.

The County, at its cost and expense through the County Solid Waste Enterprise Fund, shall at all times operate, or caused to be operated, the Waste Infrastructure System in accordance with Applicable Law and the operating rules and regulations of the Department and other applicable regulatory agencies.

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SECTION 7.2 UNCONTROLLABLE CIRCUMSTANCES GENERALLY.

(A) Performance Excused. Except as otherwise specifically provided in this Agreement, neither the County nor the City shall be liable to the other for any failure or delay in the performance of any obligation under this Agreement (other than any payment at the time due and owing) to the extent such failure or delay is due to the occurrence of an Uncontrollable Circumstance.

(B) Notice, Mitigation. The Party experiencing an Uncontrollable Circumstance shall notify the other Party by telecommunication or telephone and in writing, on or promptly after the date the Party experiencing such Uncontrollable Circumstance first knew of the commencement thereof, followed within fifteen (15) days by a written description of (1) the Uncontrollable Circumstance and the cause thereof (to the extent known), (2) the date the Uncontrollable Circumstance began and the cause thereof, its estimated duration, the estimated time during which the performance of such Party’s obligations hereunder will be delayed, (3) the estimated amount, if any, by which the Contract Rate may need to be adjusted as a result of such Uncontrollable Circumstance, (4) its estimated impact on the other obligations of such Party under this Agreement and (5) potential mitigating actions which might be taken by the County or City and any areas where costs might be reduced and the approximate amount of such cost reductions. Each Party shall provide prompt written notice of the cessation of such Uncontrollable Circumstance. Whenever such act, event or condition shall occur, the Party claiming to be adversely affected thereby shall, as promptly as reasonably possible, use its best efforts to eliminate the cause therefor, reduce costs and resume performance under this Agreement. In addition, with respect to Changes in Law, the County shall diligently contest any such changes the imposition of which would have a material adverse impact on the Waste Infrastructure System. While the delay continues, the County or City shall give notice to the other Party, before the first day of each succeeding month, updating the information previously submitted.

(C) Impact on Contract Rate. If and to the extent that Uncontrollable Circumstances interfere with, delay or increase the cost to the County of meeting its obligations hereunder and providing Waste Infrastructure Services to the Participating Cities in accordance herewith, the County shall be entitled to an increase in the Contract Rate as provided in Section 4.2 herein or an extension in the schedule for performance equal to the amount of the increased cost or the time lost as a result thereof. The proceeds of any insurance available to meet any such increased cost shall be applied to such purpose prior to any determination of cost increases payable under this subsection. Any cost reductions achieved through the mitigating measures undertaken by the County pursuant to subsection 7.2(B) hereof upon the occurrence of an Uncontrollable Circumstance shall be reflected in a reduction of the amount by which the Contract Rate would have otherwise been increased or shall serve to reduce the Contract Rate to reflect such mitigation measures, as applicable.

SECTION 7.3 INDEMNIFICATION. To the extent permitted by law, the County agrees that, it will protect, indemnify, defend (with counsel selected by County) and hold harmless the City from and against all Loss-and- Expense arising from the City’s activity as an “arranger” (for purposes of and as such term is defined under CERCLA or comparable State statutes) of municipal solid waste disposal pursuant to this Agreement. In the event the City shall determine for any reason, other than a disabling conflict of interest, that it wishes to be defended by legal counsel other than the legal counsel provided by the County, the cost of providing such legal counsel shall be the City’s sole responsibility. Any costs incurred by the County pursuant to this Section shall be considered an Uncontrollable Circumstance cost and the County shall be entitled to adjust the Contract Rate as provided in subsection 4.2(A) herein.

The County shall not, however, be required to indemnify or defend the City from and against all Loss-and-Expense arising from any willful, knowing, illegal or negligent disposal of hazardous waste (other than incidental amounts of Household Hazardous Waste commonly found in municipal solid waste and permitted to be disposed in Class III landfills under RCRA) which violates the County’s landfill permits or Applicable Law. The parties agree that this provision constitutes an indemnity under CERCLA (to the extent of the specific provisions of this Section). The parties acknowledge that this subsection is not intended to and does not create any obligation on the part of the County to provide any indemnification or defense to any Franchise Hauler, whether franchised or not, or any Independent Hauler or Transfer Station, under any circumstances. The City acknowledges the County’s legitimate interest in actively participating in any defense, litigation or settlement, whether the County or the City provides legal counsel and shall, as a condition to County’s provision of this indemnity, coordinate and cooperate fully with the County in the defense of any claims to which this Section applies.

SECTION 7.4 RELATIONSHIP OF THE PARTIES. Neither party to this Agreement shall have any responsibility whatsoever with respect to services provided or contractual obligations or liabilities assumed by the Item: 9
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other party hereto, whether accrued, absolute, contingent or otherwise, or whether due or to become due. The County is an independent contractor of the City and nothing in this Agreement shall be deemed to constitute either party a partner, agent or legal representative of the other party or to create any fiduciary relationship between the parties.

SECTION 7.5 LIMITED RECOURSE.

(A) To the City. No recourse shall be had to the general funds or general credit of the City for the payment of any amount due the County hereunder, or the performance of any obligation incurred hereunder, including any Loss-and-Expense of any nature arising from the performance or non-performance of the City’s obligations hereunder. If the City maintains a City Solid Waste Enterprise Fund with at least one year’s anticipated costs for disposal and processing of City Acceptable Waste the sole recourse of the County for all such amounts shall be to the funds held in any such City Solid Waste Enterprise Fund. All amounts held in any City Solid Waste Enterprise Fund shall be held for the uses permitted and required thereby, and no such amounts shall constitute property of the County. The City shall make adequate provision in the administration of any City Solid Waste Enterprise Fund for the payment of any amount or the performance of any obligation which may be due hereunder.

(B) To the County. No recourse shall be had to the general funds or general credit of the County for the payment of any amount due the City hereunder, or the performance of any obligation incurred hereunder, including any Loss-and-Expense of any nature arising from the performance or non-performance of the County’s obligations hereunder. The sole recourse of the City for all such amounts shall be to the funds held in the County Solid Waste Enterprise Fund in accordance with the terms of this Agreement. All amounts held in the County Solid Waste Enterprise Fund shall be held for the uses permitted and required thereby, and no such amounts shall constitute property of the City. The County shall make adequate provision in the administration of the County Solid Waste Enterprise Fund for the payment of any amount or the performance of any obligation which may be due hereunder.

SECTION 7.6 PRE-EXISTING RIGHTS AND LIABILITIES. Nothing in this Agreement is intended to affect, release, waive or modify any rights, obligations or liabilities which any Party hereto may have to or against the other Party as of the Contract Date relating to the receipt of Acceptable Waste in the Waste Infrastructure System or any other related matter.

SECTION 7.7 NO VESTED RIGHTS. The City shall not acquire any vested property, license or other rights in the Waste Infrastructure System by reason of this Agreement.

SECTION 7.8 LIABILITY FOR COLLECTION, TRANSPORTATION AND PROCESSING. Any liability incurred by the City as a result of collecting, transporting or processing of Acceptable Waste, or as a result of causing, franchising, permitting, licensing, authorizing or arranging any of the foregoing, shall be the sole liability of City, except as expressly otherwise provided herein.

SECTION 7.9 NO CONSEQUENTIAL OR PUNITIVE DAMAGES. In no event shall either Party hereto be liable to the other or obligated in any manner to pay to the other any special, incidental, consequential, punitive or similar damages based upon claims arising out of or in connection with the performance or non- performance of its obligations or otherwise under this Agreement, or the material inaccuracy of any representation made in this Agreement, whether such claims are based upon contract, tort, negligence, warranty or other legal theory.

SECTION 7.10 AMENDMENTS. Neither this Agreement nor any provision hereof may be changed, modified, amended or waived except by written agreement duly authorized and executed by both Parties.

SECTION 7.11 NOTICE OF LITIGATION. Each Party shall deliver written notice to the other of any Legal Proceeding to which it is a party and which questions the validity or enforceability of this Agreement executed by the City or the County or any Legal Entitlement issued in connection herewith.

SECTION 7.12 FURTHER ASSURANCES. At any and all times the City and the County so far as may be authorized by law shall pass, make, do, execute, acknowledge and deliver any and every such further resolutions, acts, deeds, conveyances, instruments, assignments, transfers and assurances as may be necessary or reasonably requested by the other in order to give full effect to this Agreement.

SECTION 7.13 ASSIGNMENT OF AGREEMENT.

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(A) Assignment. Neither this Agreement nor any of the rights or obligations hereunder may be assigned by either Party hereto without the prior written consent of the other Party, which may be withheld in the other Party’s sole discretion. Notwithstanding the foregoing, either Party may assign this Agreement to another public entity, subject to the reasonable consent of the other party. In such circumstances the Party not requesting the assignment shall have the right to demand assurances of the financial, technical and legal ability of the proposed assignee to undertake the responsibilities and obligations of the assigning Party.

(B) Sale. The County shall not enter into any agreement for the sale of the Waste Infrastructure System which provides for an effective date for such sale prior to the termination of this Agreement.

SECTION 7.14 INTEREST ON OVERDUE OBLIGATIONS. Except as otherwise provided herein, all amounts due hereunder, whether as damages, credits, revenue or reimbursements, that are not paid when due shall bear interest at the Overdue Rate on the amount outstanding from time to time, on the basis of a 365-day year, counting the actual number of days elapsed, and all such interest accrued at any time shall, to the extent permitted by Applicable Law, be deemed added to the amount due, as accrued.

SECTION 7.15 BINDING EFFECT. This Agreement shall bind and inure to the benefit of the Parties hereto and any successor or assignee acquiring an interest hereunder consistent with the provisions of Section 7.13 hereof.

SECTION 7.16 NOTICES. Any notice or communication required or permitted hereunder shall be in writing and sufficiently given if delivered in person or sent by certified or registered mail, postage prepaid, to the notice address of the respective Parties set forth on the cover page of this Agreement. Changes in the respective addresses to which such notices may be directed may be made from time to time by any Party by notice to the other Party.

Section 7.17 ATTORNEYS FEES. In any action or proceeding to enforce or interpret any provision of this Agreement, each Party shall bear their own attorney’s fees, costs and expenses.

Signature Page to Follow

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IN WITNESS WHEREOF, COUNTY and CITY have caused this Agreement to be executed by their duly authorized officers or representatives as of the day and year first above written.

COUNTY OF ORANGE

Date By
Director, OC Waste & Recycling

APPROVED AS TO FORM:

COUNTY COUNSEL

ORANGE COUNTY, CALIFORNIA

By

Date

Date By
Debra Rose, City Manager
City of Lake Forest

APPROVED AS TO FORM:

By
City Attorney

Date

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APPENDIX 1

ESTIMATED ANNUAL TONNAGE

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APPENDIX 1

PERCENTAGE OF COUNTY ACCEPTABLE WASTE ATTRIBUTABLE TO PARTICIPATING CITIES FOR PURPOSE OF SECTIONS 3.6(F) AND 6.2(b)

Jurisdiction

Percentage of County
Acceptable Waste

Aliso Viejo 0.82%
Anaheim 14.78%
Brea 2.62%
Buena Park 1.02%
Costa Mesa/Costa Mesa Sanitary District (2) 3.41%
Cypress 0.85%
Dana Point 1.33%
Fountain Valley 1.63%
Fullerton 4.08%
Garden Grove Sanitary District (Garden Grove) 4.74%
Huntington Beach 5.91%
Irvine 9.64%
La Habra 1.72%
La Palma 1.27%
Laguna Beach 1.18%
Laguna Hills 0.89%
Laguna Niguel 1.44%
Laguna Woods 0.28%
Lake Forest 2.14%
Los Alamitos 0.33%
Midway City Sanitary District (Westminster) 2.47%
Mission Viejo 2.33%
Newport Beach 3.58%
Orange 5.25%
Placentia 1.39%
Rancho Santa Margarita 1.03%
San Clemente 2.43%
San Juan Capistrano 2.93%
Santa Ana 9.45%
Seal Beach 0.52%
Stanton 1.47%
Tustin 2.04%
Unincorporated Orange County (1) 3.19%
Villa Park 0.16%
Yorba Linda 1.68%
Total 100%

(1) Unincorporated County Area is assumed to be a Participating City for the purposes of determining the Commencement Date in accordance with Section 6.2(b) of this Agreement. For the distribution of Net Import Revenues, the County of Orange shall receive 50% of any Net Import Revenues received in accordance with Section 3.6(F)(2)(i) of this Agreement. The County of Orange shall also receive the Unincorporated Area distribution set forth in this Appendix 1, as periodically modified in accordance with Section 3.6(F)(2)(ii) of this Agreement. (2) The City of Costa Mesa and the Costa Mesa Sanitation District have separate WISE Agreements. Costa Mesa Sanitation District Acceptable Waste tonnage is based on City of Costa Mesa Acceptable Wate tonnage and Importation Revenue is calculated based on City of Costa Mesa Acceptable Waste tonnage delivered to the Waste Infrastructure System.

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(3) NOTE: A participating City will only be included for purposes of determining the Commencement Date upon (i) execution of a WISE Agreement by that Participating City and (ii) execution of a Hauler Acknowledgement(s) by the Franchise Hauler(s) operating with in such Participating City.

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APPENDIX 2

CUMULATIVE TONNAGE

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APPENDIX 2
Cumulative County Acceptable Waste Tonnage Target to be Used for Purposes of Section 4.2(B)

Fiscal Year
(Ending June 30)
County Acceptable Waste
Tonnage
Cumulative County Acceptable
Waste Tonnage
2026 3,343,282 3,343,282
2027 3,278,595 6,621,877
2028 3,029,924 9,651,801
2029 2,982,454 12,634,255
2030 2,411,983 15,046,238
2031 2,261,201 17,307,439
2032 2,225,152 19,532,591
2033 2,181,838 21,714,429
2034 2,187,041 23,901,470
2035 2,219,362 26,120,832
2036 2,224,792 28,345,624
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APPENDIX 3

CUMULATIVE CAPITAL COSTS

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APPENDIX 3

CUMULATIVE CAPITAL COSTS
to be Used
for Purposes of Section 4.2(A)vi

Fiscal Year
(Ending June 30) Annual Capital Costs Cumulative Capital Costs 2026 $72,599,664 $72,599,664
2027 $79,950,000 $152,549,664
2028 $155,135,000 $307,684,664
2029 $136,185,000 $443,869,664
2030 $41,171,500 $485,041,164
2031 $16,745,000 $501,786,164
2032 $18,165,000 $519,951,164
2033 $36,605,000 $556,556,164
2034 $30,100,000 $586,656,164
2035 $1,510,000 $588,166,164
2036 $25,000,000 $613,166,164

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APPENDIX 4

FRANCHISE HAULER ACKNOWLEDGMENT

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Appendix 5

ORGANIC SERVICES AGREEMENT

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Appendix 5

ORGANIC SERVICES AGREEMENT

Between

THE COUNTY OF ORANGE, CALIFORNIA

and

__________________________

Dated , 2025

County Authorization Date:

City Authorization Date:

County Notice Address:

Director
OC Waste & Recycling
601 N. Ross Street 5th Floor
Santa Ana, CA 92701

City Notice Address:

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ORGANIC SERVICES AGREEMENT

THIS ORGANIC SERVICES AGREEMENT (“Organics Agreement” or “OSA”) is made and dated as of the date indicated on the cover page hereof between the County of Orange, a political subdivision of the State of California (the “County”), and the City designated on the cover page of this Agreement (the “City”). County and City may hereinafter be referred to singularly as “Party” or collectively as “Parties.”.

RECITALS

The County owns, manages and operates a Waste Infrastructure System to manage municipal and solid waste generated within the County of Orange or imported from outside the County pursuant to contractual agreements. The Waste Infrastructure System collectively includes active Class III sanitary landfills (“County Landfills”), resource recovery, recycling and organics programs, infrastructure and operations, and regional household hazardous waste collection centers and other waste management related systems as may be deemed necessary by the County.

County Landfills are used for the management of municipal solid waste pursuant to legislation including but not limited to the California Integrated Waste Management Act of 1989 (Division 30 of the California Public Resources Code) (the “Act”) and the Short-lived Climate Pollutants Reduction Act (“SB 1383”). County Landfills are also subject to other State and federal regulations designed to ensure that landfill operations minimize the impacts to public health and safety and the environment.

Pursuant to Resolution, the County established the Waste Management Enterprise Fund pursuant to Government Code §25261 to ensure that all costs associated with the operation and management of the Waste Infrastructure System are financed by charges imposed for services provided by the Department and are not funded by tax revenue or the County General Fund.

The City, in the exercise of its police power, its powers under the Act, and other Applicable Law, has entered into a franchise or other agreement with or issued permits or licenses to one or more private haulers for the collection, recycling, diversion and disposal of municipal solid waste generated within the City.

A significant portion of municipal solid waste generated within the City historically has been and currently is delivered by such hauler or haulers to the County for disposal in the Disposal System.

Since 1997, the City and the County have provided for the management of municipal solid waste through Waste Disposal Agreements (“WDAs”), wherein the County agreed to provide disposal capacity for waste generated in the City, and the City agreed to deliver or cause the delivery of waste generated in the City to the Disposal System, as more specifically set forth in, and subject to the terms and conditions of the WDAs.

Starting in approximately 2014, the Legislature of the State of California passed several pieces of legislation (“Organics Legislation”) that require significant reductions in the disposal of Organic Waste. The purpose of the Organics Legislation is to mandate organics recycling and cu rtail the impacts of climate change by reducing greenhouse gas emissions such as methane. In this regard, the decomposition of organic material in the State’s landfills was identified as a significant source of methane that could be reduced.

Prior to the passage of Organics Legislation, Processed Green Material (“PGM”) could be utilized as Alternative Daily Cover (“ADC”) for landfill operations and qualified for diversion credit. However, passage of Assembly Bill 1594 resulted in PGM used as ADC no longer being eligible for diversion credit starting on January 1, 2020.

In addition to the loss of diversion eligibility for PGM used as ADC, SB 1383 requires a 50% reduction in the disposal of Organic Waste by January 1, 2020 and a 75% reduction of Organic Waste by January 1, 2025. In addition, the law requires 20% of edible food waste be recovered by 2025.

On April 23, 2019 , the Orange County Board of Supervisors passed Resolution 19 -031 to respond to the State’s increasing landfill diversion requirements and identified the need for additional organic processing infrastructure in the County and directed the Department to develop additional organics recycling infrastructure to support the region in meeting State organic recycling mandates. (See Attachment 4) Item: 9
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To respond to Organics Legislation requirements, the County has developed an Organics Infrastructure that is comprised of organic processing facilities to receive and process Organic Waste to support the State’s Organic Legislation goals, promote local recycling, assist local jurisdictions in meeting their organic diversion requirements and correspondingly conserve capacity in the Disposal System.

In their effort to continue the concepts and purposes outlined in the WDAs and respond to Organics Legislation, the City and the County desire to enter into this Organics Agreement, on the terms and conditions set forth herein.

With the exception of the terms and organic specific provisions found in this Organics Agreement, the Parties intend that the provisions of the currently operative WDA and the replacement WISE Agreement that is being negotiated between the County and City are anticipated to become operative on July 1, 2026, be applied to this OSA.

The City has determined that the execution of this Organics Agreement by the City will serve the public health, safety and welfare of the City by providing enhanced organics processing to assist in the City in meeting its Organics Legislation diversion requirements, and the continuation of sound environmental management.

The County has determined that the execution by the County of this Organics Agreement will serve the public health, safety and welfare by providing a stable, predictable and reliable supply of organic material and the resulting service payment revenue to the Organics Infrastructure , thereby enabling the County to plan, manage, operate and finance improvements to the Organics Infrastructure System on a prudent and sound long term, businesslike basis consistent with its legal and regulatory obligations to the State and Federal government.

Official action approving this Organics Agreement and determining it to be in the public interest and authorizing its execution and delivery was duly taken by the County on the County authorization date indicated on the cover page hereof.

Official action approving this Organics Agreement and determining it to be in the public interest and authorizing its execution and delivery was duly taken by the City on the City authorization date indicated on the cover page hereof.

It is, therefore, agreed as follows:

ARTICLE I

DEFINITIONS AND INTERPRETATION

SECTION 1.1 DEFINITIONS. The definitions provided in the WDA and yet to be executed WISE Agreement shall be incorporated into this Agreement. The following terms shall be added and have the meanings set forth below.

“Acceptable Organic Waste” means Residential Organic Waste that consists of Green Material/Wood Waste, Agricultural Material, Manure, Vegetative Food Material, Food Waste and other organic material as may be authorized under the County’s Compostable Material Handling Permits.

“Attachment” means an attachment to this OSA, as the same may be amended or modified from time to time in accordance with the terms hereof.

“CalRecycle” means the California Department of Resources Recycling and Recovery, which is a branch of the California Environmental Protection Agency. CalRecycle oversees the State’s waste management and waste reduction programs. CalRecycle was established in 2010 to replace the California Integrated Waste Management Board and is responsible for the enforcement of legislation and regulations and diversion requirements applicable to the Waste Infrastructure System.

”City Acceptable Organic Waste” means all Acceptable Organic Waste which was originally discarded by the first generator thereof within the geographical limits of the City and Residue Waste from the foregoing wherever produced, whether withing or outside the City.

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“City Organic Tonnage Limit” the maximum amount of Controllable Organic Waste that County is committed to accept under the Organic Service Covenant as provided in Attachment 3.

“Commencement Date” means the date on which the obligations of the parties hereto commence.

“Contract Date” means the first date on which this OSA has been executed by both parties hereto. “Controllable Organic Waste” means all City Acceptable Organic Waste with respect to which the City has the legal or contractual ability to determine the processing location and procurement requirements as they relate to the City’s Organics Legislation compliance requirements.

“Consumer Price Index” or “CPI” means the Consumer Price Index published by the Bureau of Labor Statistics for Al Urban Consumers: Water and Sewer and Trash Collection Services in U.S. City Average (CUSR0000EHG). In the event the forgoing index is no longer published during the term of this Agreement, such other index identified by the Bureau of Labor Statistics as a replacement or otherwise generally accepted as a replacement shall be used for purposes of this Agreement; and, in the absence thereof, the County Board of Supervisors shall select an index that it determines most closely reflects the forgoing and best implements the intent of this Agreement.

“Initial Term” has the meaning specified in Section 5.1(A) hereof.

“Manure/Stable Bedding Program” means the programs used by the County to mix source separated uncontaminated horse manure and stable bedding into its Organic Infrastructure to create organic product. Current permit requirements set a maximum percentage of 20% manure/stable bedding (“Material”) by weight of total incoming feedstock. County agreement to accept Material is subject to payment of the Organic Contract Rate, available capacity, and compliance with the terms found in Attachment 2.

“Organic Contract Rate” has the meaning specified in Section 4.2 hereof. “Organic Diversion Credit” means credit provided to a local jurisdiction or entity for implementing the diversion of Organic Waste from landfilling through specific activities recognized by the Department of Resources Recycling and Recovery (CalRecycle) including composting, anaerobic digestion, or other methods to meet the State’s waste diversion goals and statutes such as A ssembly Bill 939, Assembly Bill 341, Assembly Bill 1594, Assembly Bill 1826, and SB 1383 through waste prevention, reuse, and recycling.

“Organic Infrastructure” means the County’s organics processing facilities and programs used to recycle and promote the processing and diversion of Organic Waste into compost or other material that qualifies as diversion under Applicable Law as described in more detail in Attachment 1.

“Organics Legislation” means organics recycling legislation including Assembly Bill 1594, Assembly Bill 1826, SB1383 and any future legislation pertaining to the management and diversion of Organic Waste.

“Organic ROWP Procurement Credit” means credit provided to a jurisdiction to meet their Recovered Organic Waste Procurement Target under SB 1383 by procuring Recovered Organic Waste Products as permitted by CalRecycle.

“Organics Agreement” means this Organic Services Agreement (“OSA”) between the County and the City as the same may be amended or modified from time to time in accordance herewith.

“Organic Take -Back Goal” means the programs that City and County will work toward to create City programs that have the goal of City taking back its Proportional Share of finished compost or other Recovered Organic Waste Product for local application.

“Organic Waste” means solid wastes containing material originated from living organisms and their metabolic waste products including, but not limited to, food, green material, landscape and pruning waste, organic textiles and carpets, lumber, wood, paper products, printing and writing paper, manure, biosolids, digestate, and sludges as defined in Title 14 of the California Code of Regulations, Section 18982(a)(46).

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“Processed Green Material” (“PGM”) as defined in Title 27, California Code of Regulations §20690(b)(3) means any plant material that is either separated at the point of generation, or separated at a centralized facility that employs methods to minimize contamination. Green material includes, but is not limited to, yard trimmings, untreated wood wastes, paper products, and natural fiber products. Green material does not include treated wood waste, mixed demolition or mixed construction debris, manure, or pla nt waste from the food processing industry, alone or blended with soil. Processed green material may include varying proportions of wood waste from urban and other sources and shall be ground, shredded, screened, source separated for grain size, or otherwi se processed. This PGM standard is the standard that Controllable Organic Waste must meet in order to be accepted at County’s Organic Infrastructure under the OSA.

“Proportional Share” means 60% of the weight of Controllable Organic Waste City delivered by City to County’s Organics Infrastructure.

“Recovered Organic Waste Product” or “ROWP” means compost, mulch, renewable energy (transportation fuel, electricity, and gas for heating) from anaerobic digestion, and electricity from biomass conversion.

“Recycled City Organic Waste” means any otherwise Controllable Organic Waste which is separated from Acceptable Organic Waste by the generator thereof and composted by generator at home, community gardens or other processing and which is not placed in Franchise Hauler bin for collection.

“Renewal Term” has the meaning specified in Subsection 5.1(C) hereof.

“Residential Organic Waste” means Acceptable Organic Waste normally disposed of by or collected from residential (single family and multi-family) residences.

"Residual Waste” means any contaminants, inert materials, overs, or Acceptable Organic Waste that could not be processed at the Department’s Organic Infrastructure that required to be dispose within the Disposal System.

“Waste Disposal Agreement” (“WDA”) means the currently operative agreement between the Parties for the disposal of municipal solid waste that is currently set to expire on June 30, 2026. With the exception of specific or conflicting provisions provided in this Organics Agreement, the Parties agree that the terms found in the WDA shall be applied to the interpretation of this OSA. For the purpose of interpretation of this OSA, the Parties also intend that the WDA be read to include terms such as Controllable Organic Waste, where appropriate.

“Waste Infrastructure System ” or “Disposal System ” means active Class III sanitary landfills (“County Landfills”), closed landfills managed by the County, resource recovery operations, Organics Infrastructure, recycling and organics programs, infrastructure and operations, and regional household hazardous waste collection centers and other waste management related systems as may be deemed necessary by the County.

“Waste Infrastructure System Enterprise Agreement” or “WISE Agreement” means each of the agreement between the parties that is expected to replace the current WDA that is set to expire on June 30, 2026.

SECTION 1.2 INTERPRETATION. In this Agreement, unless the context otherwise requires:

References Hereto. The terms “hereby”, “hereof”, “herein”, “hereunder”, “herewith”, and any similar terms refer to this Agreement, and the term “hereafter” means after, and the term “heretofore” means before, the Contract Date.

Gender and Plurality. Words of the masculine gender mean and include correlative words of the feminine and neuter genders and words importing the singular number mean and include the plural number and vice versa.

Persons. Words importing persons include firms, companies, associations, general partnerships, limited partnerships, trusts, business trusts, corporations and other legal entities, including public bodies, as well as individuals.

Headings. The table of contents and any headings preceding the text of the Articles, Sections and subsections of this Agreement shall be solely for convenience of reference and shall not constitute a part of this Agreement, nor shall they affect its meaning, construction or effect.

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No Third Party Beneficiaries. Nothing in this Agreement is intended to confer on haulers or any other person other than the parties hereto and their respective permitted successors and assigns hereunder any rights or remedies under or by reason of this Agreement.

Counterparts. This Agreement may be executed in any number of original counterparts. All such counterparts shall constitute but one and the same Agreement.

Applicable Law and Venue. This Agreement has been negotiated and executed in the State of California and shall be governed by and construed under the laws of the State of California. In the event of any legal action to enforce or interpret this Agreement, the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, California, and the parties hereto agree to and do hereby submit to the jurisdiction of such court, notwithstanding Code of Civil Procedure Section 394. Furthermore, the parties specifically agree to waive any and all rights to request that an action be transferred for adjudication to another county.

Severability. If any clause, provision, subsection, Section or Article of this Agreement shall be ruled invalid by any court of jurisdiction, then the parties shall: (1) promptly meet and negotiate a substitute for such clause, provision, subsection, Section or Article which shall, to the greatest extent legally permissible, effect the intent of the parties therein; (2) if necessary or desirable to accomplish item (1) above, apply to the court having declared such invalidity for a judicial construction of the invalidated portion of this Agreement; and (3) negotiate such changes in, substitutions for or additions to the remaining provisions of this Agreement as may be necessary in addition to and in conjunction with items (1) and (2) above to effect the intent of the parties in the invalid provision. The invalidity of such clause, provision, subsection, Section or Article shall not affect any of the remaining provisions hereof, and this Agreement shall be construed and enforced as if such invalid portion did not exist, unless such invalidity frustrates the underlying primary purpose of the Agreement.

ARTICLE II

REPRESENTATIONS AND WARRANTIES

SECTION 2.1 REPRESENTATIONS AND WARRANTIES OF THE CITY. The City represents and warrants that:

(A) Existence. The City is a general law or charter city or a Special District or Sanitary District validly existing under the Constitution and laws of the State.

(B) Due Authorization. The City has duly authorized the execution and delivery of this Organics Agreement, and this Organics Agreement has been duly executed and delivered by the City.

SECTION 2.2 REPRESENTATIONS AND WARRANTIES OF THE COUNTY. The County represents and warrants that:

(A) Existence. The County is a political subdivision of the State of California validly existing under the Constitution and laws of the State.

(B) Due Authorization. The County has duly authorized the execution and delivery of this OSA, and this OSA has been duly executed and delivered by the County.

ARTICLE III

DELIVERY AND ACCEPTANCE OF

ORGANIC WASTE AND PROVISION OF

ORGANIC PROCESSING SERVICES

SECTION 3.1 DELIVERY OF ORGANIC WASTE.

(A) Organic Waste Covenant. Subject to the occurrence of the Commencement Date and throughout the Term of this OSA, and subject to available Organic Infrastructure capacity, the City shall exercise all legal and contractual power and authority which it may possess from time to time to deliver or cause the delivery of all Controllable Organic Waste (up to City’s Organic Tonnage Limit as provided in Attachment 3) to the Waste Item: 9
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Infrastructure System in accordance with the terms of this OSA.

(B) Recycled City Organic Waste.

1. Non-Mandatory Organic Waste City Programs: The parties hereto acknowledge the responsibility of the City to meet its own recycling and landfill diversion goals contained in the Act and Organics Legislation.

Nothing in this Agreement is intended or shall be interpreted to prohibit or impair the ability of the City to meet such responsibilities, or to restrict the right of the residents, businesses or organizations in the City to practice source separation, recycling, composting or other materials recovery activities, or to restrict the right of the City to conduct, sponsor, encourage or require such activities in any form. No reduction in the amount of Controllable Organic Waste generated in the City and delivered to the Organic Infrastructure by or on behalf of the City which may result from any such source separation or recycling program shall cause the City any liability hereunder (other than potential adjustment to the Organic Contract Rate as may be negotiated by the Parties as authorized under this OSA, and shall not constitute a breach of this Agreement.)

2. Mandatory Organic Waste City Collection Programs: City shall provide data and information to County regarding City’s mandatory Organic Waste collection programs including but not limited to the tonnage of organics collected by the City for diversion under this OSA. The information will be used to provide education and outreach for participation with the goal of minimizing contamination and increasing diversion.

(C) Organic Diversion Credit. City shall receive Organic Diversion Credit for City’s Controllable Organic Waste minus any Residual Waste delivered by City and accepted by County and processed into Recovered Organic Waste Product at the County’s Organic Infrastructure.

(D) Organic ROWP Procurement Credit. City shall receive Organic ROWP reports for finished recovered organics waste products procured from County that meets the procurement requirements of Title 14 of the California Code of Regulations, Section 18993.1 et seq. City shall receive Organic ROWP Procurement Credit as follows:

1. County will assist City in developing local City programs and opportunities designed to enable the City to meet its own ROWP requirements.

2. City shall be entitled to “take back” its Proportional Share of SB 1383 compliant, STA Certified compost, mulch or other ROWP products from County Organics Infrastructure and used as ROWP Procurement Credit.

3. County will provide reports and allocate credit associated with City resident ROWP pickup as well as commercial landscapers from City that collect ROWP from County Organic Infrastructure.

4. City will be eligible to receive ROWP Procurement Credit for excess Acceptable Recovered Organic Waste Product that County is able to market beyond that needed for the County unincorporated areas or that is not otherwise committed. (*County makes no guarantees that it will provide City with 100% ROWP Procurement Credit.)

(E) Organic Take-Back Goal. City is not required to “take back” its Proportional Share of STA Certified finished compost, mulch, or other ROWP from the County’s Organic Infrastructure, however City and County will work toward creating City programs that have the goal of City taking back its Proportional Share of finished compost or other Recovered Organic Waste Product for local application (“Organic Take-Back Goal”) to meet City’s ROWP procurement requirements.

(F) Procurement of Additional ROWP. Pursuant to terms agreeable to both Parties, City may request to procure Recovered Organic Waste Product in addition to its Proportional Share within the same Contract Year.

(G) OSA Conditions. As a condition of participating in the County’s Organics Infrastructure, Item: 9
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City agrees to the following terms:

1. All Controllable Organic Waste delivered to the County’s Organics Infrastructure shall meet the standards as set forth in Attachment 2;

2. City or its Franchise Hauler shall pay the Organics Contract Rate for all Organic Waste delivered to the County’s Organic Infrastructure for processing into Recovered Organic Waste Product;

3. City shall provide information to County on a quarterly basis that identifies where Controllable Organic Waste being delivered to the County’s Organic Infrastructure originated and shall ensure that the organic material being delivered meets the definition of City Acceptable Organic Waste.

4. Bulk ROWP: City shall be entitled to arrange for the Take Back (at City cost) from County Organic Infrastructure compost, mulch and other Recovered Organic Waste Product in bulk form free of charge.

5. Non-Bulk ROWP: County may establish separate fees for provision of non -bulk material including but not limited to bagged material or compost wattles. City shall be entitled to arrange for the Take Back of Non-Bulk ROWP at City cost.

6. City’s Proportional Share shall be calculated as 60% of the weight of Controllable Organic Waste City delivers to County’s Organics Infrastructure by City.

(H) No Right of Organic Waste Substitution. Nothing in this Agreement shall authorize or entitle the City to deliver, or cause the delivery to the County’s Organic Infrastructure, Acceptable Organic Waste originating from or generated outside the jurisdiction of the City, nor obligate the County to receive or dispose of any such Acceptable Organic Waste into the Waste Infrastructure System. The City shall not assign in whole or in part its right to deliver or cause to be delivered Controllable Organic Waste to the County hereunder, and shall not permit any Acceptable Organic Waste originating from or generated outside the jurisdiction of the City to be substituted for Controllable Organic Waste for any purpose hereunder.

SECTION 3.2 PROVISION OF ORGANIC PROCESSING SERVICES BY THE COUNTY.

(A) Organic Service Covenant . Commencing on the Commencement Date, the County shall provide or cause the provision of the service of receiving and processing of City’s Controllable Organic Waste (up to the City Organic Tonnage Limit provided in Attachment 3) at the County’s Organics Infrastructure as described in more detail in Attachment 1. The County shall exercise all reasonable efforts to minimize the costs incurred in complying with the Organic Service Covenant consistent with prudent solid waste management practice and environmental considerations and under Applicable Law.

(B) Receipt of Controllable Organic Waste. Upon acceptance of the Controllable Organic Waste that meets the PGM standards provided in Attachment 2, County shall process the Organic Waste into compost, mulch or other ROWP as specified in Title 14 of the California Code of Regulations Section 18993.1

(C) Education and Outreach. The Department will assist the City and its hauler in their efforts on Organic education and outreach with the goal of the City meeting its organic diversion and ROWP procurement requirements.
(D) Designated Facilities. County and City will coordinate in determining the primary organic processing facilities and tonnages (as reflected in Attachment 1) used for receiving and processing of Controllable Organic Waste. The Department shall immediately advise the City by telephone of any situation, event or circumstance which results in the partial or complete inability of the County to receive Controllable Organic Waste at any particular County Organics Infrastructure within the Waste Infrastructure System, its effect on the County’s ability to perform its obligations hereunder, and the County’s best estimate of the probable duration. The Department shall confirm such advice in writing within twenty four (24) hours of the occurrence of any such inability. The County shall use its best efforts to resume normal operation of the Organics Infrastructure primarily used by the City as soon as possible. In the event a situation, event or circumstance results in the partial or complete inability of the County to receive Controllable Organic Waste at any particular County Organics Infrastructure within the Waste Infrastructure System the County shall have the right to redirect Controllable Organic Waste to another landfill or County Organics Infrastructure within the Waste Infrastructure System for the duration of the situation, event or circumstance ; In no event shall the County be required to accept Controlled Organic Waste if it does not have sufficient permitted organic processing capacity Item: 9
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within the Waste Infrastructure System.

(E) Compliance with Service Covenant Not Excused for any Reason. Commencing on the Commencement Date, and subject to the terms of this Agreement, the obligations of the County to duly observe and comply with the Organic Service Covenant, in accordance with Applicable Law, shall apply continuously and without interruption for the Term of this OSA. In the event that any Change in Law, situation, event or other Uncontrollable Circumstance impairs or precludes compliance with the Organic Service Covenant by the means or methods then being employed by the County, the County shall use best effo rts to implement alternative or substitute means and methods to enable it to satisfy the terms and conditions of the Service Covenant. In the event that a Change in Law precludes the County from complying with such covenants with the means or methods then being employed and from utilizing any alternate or substitute means or methods of compliance, the County shall continuously use all reasonable efforts to effectuate executive, legislative or judicial change in or relief from the applicability of such law s o as to enable the County lawfully to resume compliance with such covenants as soon as possible following the Change in Law.

County failure to duly observe and comply with the Organic Service Covenant due to its efforts to comply with Applicable Law, shall not constitute a breach under this Organics Agreement, and shall excuse County performance to the extent necessary to comply with Applicable Law.

If the alternative or substitute means and methods proposed for the County to observe and comply with the Organic Service Covenant are more costly than the previously used means and methods, the Parties shall negotiate a mutually agreeable new Organic Cont ract Rate. If the Parties are unable to agree on a new Organic Contract Rate, the Parties may terminate this agreement without penalty with ninety (90) days notice.

SECTION 3.3 COUNTY RIGHT TO REFUSE ORGANIC WASTE.

(A) Right of Refusal. Notwithstanding any other provision hereof, the County may refuse delivery of:

(1) Hazardous Waste;

(2) Acceptable Organic Waste delivered by City but originating from or generated outside the jurisdiction of the City;

(3) Acceptable Organic Waste delivered in excess of the City Organic Tonnage Limit listed in the Attachment 3;

(4) Acceptable Organic Waste in excess of permitted limits;

(5) Acceptable Organic Waste that would result in County violating Applicable Law;

(6) Controllable Organic Waste that does not meet the requirements found in Attachment 2;

SECTION 3.4 COUNTY PROVISION OF OTHER ORGANIC WASTE DIVERSION SERVICES.

(A) Food Waste Processing and Diversion . County is in the process of evaluating the options and feasibility of development of a Commercial Food Waste Processing Infrastructure. If developed, City will be provided an opportunity to participate in this service on terms separately agreed to by the Parties.

(B) Edible Food Recovery Programs. County is in the process of evaluating the options and feasibility of development of regional County -wide edible food recovery programs to assist Cities in meeting State mandated goals. The intent of Edible Food Recovery to address the food hierarchy and wasted food scale on a regional level through collaboration of all jurisdictions, key local, State and federal stakeholders, the non -profit sector and business sector. City agrees to cooperate with County efforts and collaborate on data analysis and reporting to provide jurisdictions reports for compliance under SB1383.

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(C) Separate City -County Diversion Service Agreements. Nothing in this Agreement is intended to limit the right of the County to enter into a separate agreement with the City or any other person, jurisdiction, or entity to provide source reduction, materials recovery, recycling, composting or other waste diversion services.

ARTICLE IV

ORGANIC CONTRACT RATE

SECTION 4.1 CHARGING AND SECURING PAYMENT OF ORGANIC CONTRACT RATE.

The City acknowledges that the County shall have the right to charge and collect an Organic Contract Rate for the acceptance and processing of Controllable Organic Waste delivered to the Organic Infrastructure by City or its Franchise Hauler. City acknowledges that the County shall have the right to establish as part of the operating rules and regulations reasonable measures to secure the payment of all Organic Contract Rates.

SECTION 4.2 ORGANIC CONTRACT RATE.

(A) Establishment of Contract Rate. The Organic Contract Rate payable by each City or Franchise Hauler shall be $67/Ton up to the City Organic Tonnage Limit.

(B) Special Charges. Notwithstanding Section 4.2(A), the County shall have the right to impose special charges for items such as bagged material or compost wattles; new or expanded services; or receipt of hard to handle materials, such as bulky materials, construction and demolition debris, tree stumps, biosolids and sludge. Such special charges shall be calculated to reflect the reasonable incremental costs to the County of providing the new or expanded services or accepting such hard to handle materials.

(C) Escalation.

1. Annual CPI Adjustment: The Organics Contract Rate shall be adjusted each July 1, beginning 2027. The change will be equal to the percentage change in the Consumer Price Index - Consumer Price Index for Al Urban Consumers: Water and Sewer and Trash Collection Services in U.S. City Average (CUSR0000EHG) as measured from the October twenty one (21) months prior to the rate adjustment to the October immediately preceding the rate adjustment. In the event that the change in the change in CPI as described above is negative rather than positive, no rate adjustment will be made for that year.

Organic Contract Rate True-up: County will notify City prior to April 30, 2029 (and every three (3) years thereafter) and advise whether actual inflation rate since execution should be frozen for a period of time (in circumstances where Department revenues exceed Department Full Cost Recovery needs) or to determine whether the Organic Contract Rate should be increased beyond CPI as described above (in circumstances where Department costs exceed CPI) to ensure that Department revenues meet Full Cost Recovery.

2. Adjustment Resulting from Increased Fees: In addition to the other adjustments specified herein, the Organic Contract Rate shall be automatically adjusted to reflect the imposition of new fees or increases in existing fees relating to the County’s processing of Controllable Organic Waste imposed by State, federal or other agencies. The County shall provide notice of any increase pursuant to this Section as soon as practicable after becoming aware of the imposition of any fees described above.

ARTICLE V
TERM

SECTION 5.1 EFFECTIVE DATE AND TERM.

(A) Initial Term. This Organic Services Agreement shall become effective, shall be in full force and effect and shall be legally binding upon the City and the County from the Contract Date and shall continue in full force and effect until June 30, 2036, unless earlier terminated in accordance with its terms, in which event the Term shall be deemed to have expired as of the date of such termination.

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(B) Bi-Annual Opener. In light of the significant changes in law by the California Legislature to address climate change, the Parties agree to meet at least bi -annually or earlier at the request of County to review the Organic Contract Rate and discuss the need for additional investment into the Organic Infrastructure to respond to existing or new legislative requirements, diversion requirements, provision of new services, or other matters of mutual concern to the Parties.

(C) Option to Renew. This Agreement shall be subject to renewal by mutual agreement of the Parties, on or before June 30, 2036 for an additional term of 10 years (the “Renewal Term”) on the same terms and conditions as are applicable during the Initial Term hereof or on amended terms as may be mutually agreed to by the Parties. The City shall give the County written notice of its election to renew this Agreement on or before June 30, 2034. If the parties do not execute a renewal of this Agreement prior to June 30, 2036 it shall expire.

ARTICLE VI

GENERAL PROVISIONS

SECTION 6.1 NOTICES. Any notice or communication required or permitted hereunder shall be in writing and sufficiently given if delivered in person or sent by certified or registered mail, postage prepaid, to the notice address of the respective Parties set forth on the cover page of this Agreement. Changes in the respective addresses to which such notices may be directed may be made from time to time by any Party by notice to the other Party.

SECTION 6.2 ATTORNEYS FEES. In any action or proceeding to enforce or interpret any provision of this Agreement, each Party shall bear their own attorney’s fees, costs and expenses.

SECTION 6.3 RELATIONSHIP OF THE PARTIES. Neither party to this Agreement shall have any responsibility whatsoever with respect to services provided or contractual obligations or liabilities assumed by the other party hereto, whether accrued, absolute, contingent or otherwise, or whether due or to become due. The County is an independent contractor of the City and nothing in this Agreement shall be deemed to constitute either party a partner, agent or legal representative of the other party or to create any fiduciary relationship between the parties.

SECTION 6.4 NO CONSEQUENTIAL OR PUNITIVE DAMAGES. In no event shall either Party hereto be liable to the other or obligated in any manner to pay to the other any special, incidental, consequential, punitive or similar damages based upon claims arising out of or in connection with the performance or non- performance of its obligations or otherwise under this Agreement, or the material inaccuracy of any representation made in this Agreement, whether such claims are based upon contract, tort, negligence, warranty or other legal theory.

SECTION 6.5 AMENDMENTS. Neither this Agreement nor any provision hereof may be changed, modified, amended or waived except by written agreement duly authorized and executed by both Parties.

SECTION 6.7 NOTICE OF LITIGATION. Each Party shall deliver written notice to the other of any Legal Proceeding to which it is a party and which questions the validity or enforceability of this Agreement executed by the City or the County or any Legal Entitlement issued in connection herewith.

SECTION 6.8 FURTHER ASSURANCES. At any and all times the City and the County so far as may be authorized by law shall pass, make, do, execute, acknowledge and deliver any and every such further resolutions, acts, deeds, conveyances, instruments, assignments, transfers and assurances as may be necessary or reasonably requested by the other in order to give full effect to this Agreement.

SECTION 6.9 ASSIGNMENT OF AGREEMENT. Neither this Agreement nor any of the rights or obligations hereunder may be assigned by either Party hereto without the prior written consent of the other Party, which may be withheld in the other Party’s sole discretion. Notwithstanding the foregoing, either Party may assign this Agreement to another public entity, subject to the reasonable consent of the other party. In such circumstances the Party not requesting the assignment shall have the right to demand assurances of the financial, technical and legal ability of the proposed assignee to undertake the responsibilities and obligations of the assigning Party.

SECTION 6.10 BINDING EFFECT. This Agreement shall bind and inure to the benefit of the Parties hereto and any successor or assignee acquiring an interest hereunder consistent with the provisions of Section 6.9 hereof.

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Signature Page to Follow

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IN WITNESS WHEREOF, COUNTY and CITY have caused this Agreement to be executed by their duly authorized officers or representatives as of the day and year first above written.

COUNTY OF ORANGE

Date By
Director, OC Waste & Recycling

APPROVED AS TO FORM:

COUNTY COUNSEL

ORANGE COUNTY, CALIFORNIA

By

Date

Date By
[NAME]
City Representative
City of XX

Date By
[NAME]
City Representative
City of XX

APPROVED AS TO FORM:

By
City Attorney

Date

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Attachment 1

COUNTY OF ORANGE ORGANIC INFRASTRUCTURE

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Attachment 1

COUNTY OF ORANGE ORGANIC INFRASTRUCTURE

The County of Orange owns and operates a network of three commercial organic processing facilities co -located at each of the active landfills. Each of the organic processing facilities have the ability to receive organic material and to produce organic products for cities to meet their Take-Back requirements specified within this agreement. Products produced at the organic processing facilities meet CalRecycle’s SB 1383 procurement requirement and are certified under the US Composting Council’s Standard of Testing Assurance (STA) Program. Product offerings include compost and composted mulch. Additional products may be offered as determined by the County.

A summary of each of the organic processing facilities is listed below:

Valencia Greenery (Co-Located at Olinda Alpha Landfill) 1942 N. Valencia Avenue
Brea, CA 92823
Permitted Maximum Tonnage (Open Windrow): 94 tons per day Proposed Permitted Maximum Tonnage (Covered Aerated Static Pile): 228 tons per day Permitted Hours of Operation: Monday through Saturday 6:00 am to 4:00 pm Ancillary Operation Hours: 24 hours per day/7 days a week

Bee Canyon Greenery (Co-Located at Frank R. Bowerman Landfill) 11002 Bee Canyon Access Road
Irvine, CA 92602
Permitted Maximum Tonnage (Open Windrow): 210 tons per day Proposed Permitted Maximum Tonnage (Covered Aerated Static Pile): 876 tons per day Permitted Hours of Operation: Monday through Saturday 7:00 am to 5:00 pm Ancillary Operation Hours: 24 hours per day/7 days a week

Capistrano Greenery (Co-Located at Prima Deshecha Landfill) 32250 Avenida La Pata
San Juan Capistrano, CA 92675
Permitted Maximum Tonnage (Open Windrow): 204 tons per day Proposed Permitted Maximum Tonnage (Covered Aerated Static Pile): 536 tons per day Permitted Hours of Operation: Monday through Saturday 7:00 am to 5:00 pm Ancillary Operation Hours: 24 hours per day/7 days a week

This list may be modified/expanded at the discretion of the County.

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Attachment 2

SPECIFICATIONS FOR CONTROLLABLE ORGANIC WASTE AS PROCESSED GREEN WASTE

MATERIAL (PGM) AT COUNTY ORGANIC INFRASTRUCTURE

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Attachment 2

SPECIFICATIONS FOR CONTROLLABLE ORGANICE WASTE AS PROCESSED GREEN WASTE

MATERIAL (PGM) AT COUNTY ORGANIC INFRASTRUCTURE

DESCRIPTION
Processed Green Material (PGM) consists of yard waste, grass clippings, leaves, tree trimmings and plant -based materials which have been sorted to remove contamination and processed by shredding or grinding. PGM should not contain manure, stable waste or pet waste, which can create odors.

Processed Green Material is defined as following (California Code of Regulations, Title 27, Division 2, Subdivision 1, Chapter 3, Subchapter 4, Section 20690 [b] [3]):

• Processed Green Material – means any plant material that is either separated at the point of generation or separated at a centralized facility that employs methods to minimize contamination. Green material includes, but is not limited to, yard trimmings, untreated wood wastes, paper products, and natural fiber products. Green material does not include treated wood waste, mixed demolition or mixed construction debris, manure, or plant waste from the food processing industry, alone or blended with soil. Processed green material may include varying proportions of wood waste from urban and other sources and shall be ground, shredded, screened, source separated for grain size, or otherwise processed.

CONTAMINANT DEBRIS

The PGM should be free from all contaminant debris (glass, plastic, film plastic, metals, etc.) as well as salt and deleterious material such as clods, coarse objects, rocks, inert debris, and Material Recovery Facility (“MRF”) fines.

County personnel visually inspect the PGM loads as they come in, making sure that the specifications are met and to determine if the loads are contaminated (i.e., mixed with paper, plastics and other trash.) If the loads appear to have unacceptable contamination in excess of 0.5% either by weight or volume, the PGM loads will not be allowed into the Organic Infrastructure and the City and/or hauler will be notified that contaminated PGM loads are unacceptable. The PGM will be deemed as municipal solid waste and the City and/or hauler will have the option to take the material to the landfill for disposal or be returned to the hauler’s facility for additional processing. For material that is physically dumped at the unloading area and is deemed unacceptable by OC Waste & Recycling staff, the material will be re- loaded into the transfer vehicle for reprocessing at hauler’s processing facility or sent to the landfill for disposal.

Hauler will be charged the current “Hard-to-Handle” fee for re-loading services and disposal of unacceptable material.

SIZE

The particle size of the PGM acceptable is between ½-inch and 3 inches in length between ½-inch and 1 inch in width and between ½-inch and 1 inch in thickness. No particle should exceed 3 inches in any dimension.

MOISTURE CONTENT

The moisture content of the PGM should be in the range of 50-60 percent. If the PGM’s moisture content is unacceptable and cannot be received for processing at the County’s Organic Infrastructure Facilities, the material will be re-loaded into the transfer vehicle for reprocessing at hauler’s processing facility or sent to the landfill for disposal.

The hauler will be charged the current “Hard-to-Handle” fee for re-loading services and disposal of unacceptable material.

FOOD WASTE

Residential food waste mixed with PGM as part of a city organic collection program is acceptable provided that the food waste is free of contaminant debris (glass, plastic, food packaging, non -compostable silverware, soiled napkins, Item: 9
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etc.). No commercial or source-separated food waste will be accepted except for cases where the County has entered into an agreement with a City to accept specific source separated organic material as Additional Feedstock as described below.

SOURCE SEPARATED MANURE

Subject to available capacity, City and/or Hauler may bring non-residential, source separated manure and stable bedding pursuant to the following Manure/Stable Bedding Program requirements:

1. Material Quantity: manure/stable bedding must be uncontaminated which means free of any hazardous materials, food waste packaging, plastics, glass, and any large bulky items and inert materials that need to be further sized or removed for composting. (“Material”)

2. Material Volume: County and City/Hauler will determine the anticipated volume of Material to ensure that the County’s Organic Infrastructure has sufficient capacity to manage the proposed amount of Material.

3. Material will be load checked to determine if it meets the established quality standards. If contaminants exceed

0.5% (by weight or volume), the load is deemed contaminated and not meeting quality standard for use in the Manure/Stable Bedding Program.

4. Material that is deemed unacceptable will be subject to the fees established by OCWR for this material type.

Material that does not meet the established quality standards will be charged as follows:
a. If determined not to meet quality standards before Material is unloaded, standard disposal rates will apply.
b. If determined not to meet quality standards after Material is unloaded (or partially unloaded), hard-to-handle disposal rates will apply.

5. Material Delivery:
a. All Material deliveries will be scheduled and coordinated with OCWR prior to delivery. Any changes to material delivery quantities or days will be coordinated with OCWR prior to making the change.
b. While OCWR will remain as flexible as possible on timing of deliveries, material deliveries will be limited to Monday through Friday between 8:00 am and 2:00 pm and subject to holiday schedules. Should the delivery times change, then OCWR shall give two (2) days prior notice of the delivery time change.
c. Upon delivery, OCWR staff will record exact tonnage, name of hauler/transporter provider , and note distinguishing characteristics of feedstock and other pertinent information. d. Deliveries made without OCWR prior approval may be refused or charged at the established rate.
e. OCWR reserves the right to deny a request to deliver for any reason. (i.e., OCWR does not guarantee that it will accept manure/stable bedding under this program. Instead, OCWR will accept Material based on its operational need and will make every effort to accommodate City’s/hauler Material except when a reduction or stoppage is needed.)

ADDITIONAL FEEDSTOCK

The County at its discretion may accept additional material types such as food waste and manure based on availability and permitting conditions at each of the County’s organic processing facilities. The County will work with City to identify the specifications for accepting the material types including scheduling of deliveries and quantities.

CHANGES TO SPECIFICATIONS

County reserves the right to modify the Specifications found in this Appendix due to a change in law or regulation or in consideration of operational or Organic Processing Infrastructure needs. County shall provide 90 days notice regarding changes to this Appendix.

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Attachment 3

CITY ORGANIC TONNAGE LIMIT

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Attachment 3

CITY ORGANIC TONNAGE LIMIT

The City Organic Tonnage Limit listed in the Attachment is the maximum amount of Controllable Organic Waste that County is committed to accept under the Organic Service Agreement.

Jurisdiction Designated Greenery City Organic Tonnage Limit Daily Limit1 Monthly Limit2 Annual
Limit
TBD ________tons _________ tons _______ tons
TBD
TBD
TBD

1. Daily Limit includes up to 20% by weight of source separated manure and stable bedding.

2. In the event City delivers less than their monthly limit, County may allocate unused City capacity at its discretion.

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Attachment 4

ORGANIC INFRASTRUCTURE RESOLUTION

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Attachment 2
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ATTACHMENT J
Annual Adjustment of Maximum Rates Contractor May Charge

Attachment J Page 1 of 6

The original “Collection”, “Processing”, “Disposal”, and “Non-escalating Capital” components of the maximum rates that Contractor may charge to Customers are identified in Attachment D and each component shall be adjusted according to the following procedures. No Adjustments will be made to any rate component that was proposed as “0” or as a negative value rate component upon the Effective Date of the Agreement. The City may make adjustments to the Regulatory Compliance Cost component, SB 1383 Procurement Cost component, and Pavement Impact Cost component based on changes in actual cost. The methodology used to adjust these costs is described in Attachment W.

The following rounding protocol shall be used in the calculations described herein: For the calculation of the percentage change in all indexes described in this Attachment J, the calculations shall be rounded to one decimal place. (Example: 2.3% or 0.2%). For calculation of all rates and rate components described in this Attachment J, the calculations shall be rounded to two decimal places. (Example: $2.39). The numbers 1,2,3, and 4 in all calculations shall be rounded down. (Example: If the result of the calculation were 7.344, the final figure would be 7.3.) The numbers 5, 6, 7, 8 and 9 in all calculations shall be rounded up. (Example: If the result of the calculation were $3.468, the final figure would be $3.47).

In the event that the standard reference base period for any index used herein is revised, the calculations will be performed using the officially released data published by the Bureau of Labor Statistics.

If an index used herein is discontinued, the successor index with which it is replaced, shall be used for subsequent calculations. If no successor index is identified by the Bureau of Labor Statistics, the government index which is most comparable shall be used.

1. ANNUAL ADJUSTMENT METHOD AND DISPOSAL COST

ADJUSTMENT METHOD FOR MAXIMUM RATES IN

ATTACHMENT D

A. ADJUSTMENT FOR COLLECTION COMPONENT OF ANNUAL RATE

BASED ON PPI

Perform the following calculations based upon the most current adjusted Collection component of the rate. The initial adjustment shall be applied to the Collection component of the rate as identified in Attachment D beginning July 1, 2026.

Step One. Calculate the percentage change in the Producer Price Index for Natural Gas (Series ID WPU0531). The first adjustment to be made on July 1, 2026 shall be calculated by:

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ATTACHMENT J
Annual Adjustment of Maximum Rates Contractor May Charge

Attachment J Page 2 of 6

1) Calculate the value of the annual average change in the ‘Natural Gas’ PPI for the twelve-month period spanning January 2024 through December 2024. The annual average of these indices is calculated by taking the sum of all 12 monthly indices and then dividing that number by 12. 2) The 20 25 annual average value shall then be calculated for the period January 2025 through December 2025. The annual average of these indices is calculated by taking the sum of all 12 monthly indices and then dividing that number by 12.
3) Next, the percentage change for the final Natural Gas PPI shall be determined by calculating the annual change between the 2024 to 2025 values. The annual change shall be calculated by taking the difference between the 2024 and 2025 annual averages and dividing this by the 2024 annual average. For example, if the 2024 annual average was 100 and the 2025 annual average was 110, the change in these values would be 10% ((110-100)/100).

This same calculation shall be performed by comparing the average of the prior twelve-month period ending on December 31 for every year of the Term.

Step Two. Calculate the fuel costs by subtracting the portion of the Collection component of the rate attributed to fuel by multiplying Collection by 15%.

Step Three. Multiply the fuel cost (15% of Collection) by 1 plus the percentage change in preliminary PPI for Natural Gas. If the PPI percentage change is negative, then 15% of Collection will be adjusted downward; and if the PPI percentage change is positive, then 15% of Collection shall be adjusted upward.

The percentage change shall not exceed 25% for a percentage increase, or -25% for a percentage decrease, per annum.

Step Four. Calculate the percentage change using the annual average value of the Producer Price Index for ‘Final Demand - Finished Goods Less Food and Energy’ (Bureau of Labor Statistics Series ID WPUFD4131). The first adjustment to be made on July 1, 2026 shall be calculated by:

1) Calculate the value of the annual average change in the ‘Final Demand - Finished Goods Less Food and Energy’ PPI for the twelve-month period spanning January 2024 through December 2024. The annual average of these indices is calculated by taking the sum of all 12 monthly indices and then dividing that number by 12.
2) The 2025 annual average value shall then be calculated for the period January 2025 through December 2025. The annual average of these indices is calculated by taking the sum of all 12 monthly indices and then dividing that number by 12.
3) Next, the percentage change for the final Finished Goods Less Food and Energy PPI shall be determined by calculating the annual change between Item: 9
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ATTACHMENT J
Annual Adjustment of Maximum Rates Contractor May Charge

Attachment J Page 3 of 6
the 2024 to 2025 values. The annual change shall be calculated by taking the difference between the 2024 and 2025 annual averages and dividing this by the 2024 annual average. For example, if the 2024 annual average was 100 and the 2025 annual average was 110, the change in these values would be 10% ((110-100)/100).

This same calculation shall be performed by comparing the average of the prior twelve-month period ending on December 31 for every year of the Term. The percentage change shall not exceed 5% per annum. In the event the calculated average percentage change in the PPI is negative, the rate adjustment shall be zero (0).

Step Five. Multiply the Collection component of the rate by 85% to calculate the Collection fee less fuel costs.

Step Six. Multiply the Collection fee, less fuel costs (85% of Collection) by 1 plus the percentage change in PPI for Finished Goods similar to the calculation shown in Step Four above.

Step Seven. Add the Collection component adjusted for fuel costs (15% of Collection as calculated in Step 3) to the Collection component less fuel costs (85% of Collection as calculated in Step 6) for the total adjusted Collection component of the rate.

Sample Rate Adjustment Calculation for Change in PPI
(All numbers are examples only and are used here for illustration purposes).

Example Assumptions:

Final Annual Average PPI for Finished Goods (old) 140.00 Final Annual Average PPI for Finished Goods (new) 144.00 Final Annual Average PPI for Natural Gas (old) 237.4
Final Annual Average PPI for Natural Gas (new) 270.7
Current Residential Recycling Cart Collection Rate $ 0.91 Current Commingled 3-yd bin Collection Rate $32.28

Step One. Calculate average annual percentage change in PPI for Natural Gas.

270.7 - 237.4 = (33.3/237.4) X 100 = 14.0%

Step Two. Calculate average annual percentage of Collection attributable to fuel costs (= 15%).

Residential Collection Rate: $.91 X .15 = $.14
3 yd. Bin Collection Rate: $32.28 X .15 = $4.84

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ATTACHMENT J
Annual Adjustment of Maximum Rates Contractor May Charge

Attachment J Page 4 of 6
Step Three. Apply annual percentage change of PPI for Natural Gas to fuel costs calculated in Step Two.

Residential Collection Rate: $.14 X 1.14 = $.16
3 yd. Bin Collection Rate: $4.84 X 1.14 = $5.52

Step Four. Calculate average annual percentage change in PPI for Finished Goods.

144 – 140 = (4/140) 100 = 2.9%

Step Five. Calculate Collection less fuel costs (= 85%).

Residential Collection Rate: $.91 X .85 = $.77
3 yd. Bin Collection Rate: $32.28 X .85 = $27.44

Step Six. Apply annual percentage change of PPI for Finished Goods to Collection fee less fuel costs calculated in Step Five.

Residential Collection Rate: $.77 X 1.029 = $.79
3 yd. Bin Collection Rate: $27.44 X 1.029 = $28.24

Step Seven. Add the rates calculated in step three and step six to calculate the total adjusted Collection rate.

New Residential Collection Rate: $.16 + $.79 = $.95
New 3 yd. Bin Collection Rate: $5.52 + $28.24 = $33.76

B. ADJUSTMENT FOR PROCESSING COMPONENT OF ANNUAL RATE

BASED ON PPI

Perform the following calculations of the most current adjusted Processing component of the rate. The initial adjustment shall be applied to the Processing component of the rate as identified in Attachment D beginning July 1, 2026.

Step One. Calculate the percentage change in the ‘Final Demand - Finished Goods Less Food and Energy’ (Bureau of Labor Statistics Series ID WPUFD4131).

The change in the PPI shall be the average of the twelve-month period ending on December 31 as compared to the prior year’s average percentage change during the 12 -month period ending on December 31. The change allowed shall not exceed 5% per annum. In the event the percentage change in the PPI is negative, the adjustment for the Processing component of the rate shall be zero.

Step Two. Multiply the Processing component of the rate by 1 plus the percentage change in the annual average PPI.

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ATTACHMENT J
Annual Adjustment of Maximum Rates Contractor May Charge

Attachment J Page 5 of 6

Step Three. In the event the calculated percentage change in the PPI is negative, the rate adjustment shall be zero (0).

Sample Rate Adjustment Calculation for Change in PPI
(All numbers are examples only and are used here for illustration purposes).

Example Assumptions:

Final Annual Average PPI for Finished Goods (old) 140.00 Final Annual Average PPI for Finished Goods (new) 144.00 Current Residential Recycling Cart Processing Rate $ 2.48 Current Single-Stream 3 yd. Bin Processing Rate $18.16

Step One. Calculate percentage change in PPI.

144-140 = (4/140) 100 = 2.9%

Step Two. Apply percent change to Processing component of rate.

Residential Processing Rate: $2.48 X 1.029 = $2.55
3 yd. Bin Processing Rate: $18.16 X 1.029 = $18.69

C. ADJUSTMENT FOR CHANGE IN DISPOSAL CHARGE (TIP FEES)

APPLIES ONLY WHEN TIPPING FEE ACTUALLY CHANGES
(INCREASES OR DECREASES)

Step One. Calculate the percentage change in the Disposal Charge per ton, based upon the change between the most recent tipping fee on which rates are based, and the new tipping fee.

Step Two. Apply the resulting percentage change to the most current Disposal component of rate by multiplying the Disposal component by 1 plus the percentage change. If the percentage change is negative, then the Disposal Charge will be adjusted downward; and if the percentage change is positive, then Disposal Charge shall be adjusted upward.

Sample Rate Adjustment Calculation for Change in Disposal Charge (All numbers are examples only and are used here for illustration purposes)

Example Assumptions:

Disposal Tip Fee (old) $30.00/ton
Disposal Tip Fee (new) $35.00/ton
Current Disposal Charge
Component of Residential MSW Cart rate $ 0.11
Current Disposal Charge
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ATTACHMENT J
Annual Adjustment of Maximum Rates Contractor May Charge

Attachment J Page 6 of 6
Component of 3 yd. Bin rate $1.01

Step One. Calculate percentage change in Tip Fee.

$35.00 - $30.00 = ($5/$30.00) 100 = 16.7%

Step Two. Apply percent change to Disposal Charge component of existing rates.

Residential Disposal rate: $.11 x 1.167 = $.13
3 yard Bin Disposal rate: $1.01 x 1.167 = $1.18

D. NO ADJUSTMENT TO NON-ESCALATING CAPITAL COMPONENT

The capital component of the rate will not be adjusted at any point during the term of the Agreement.

Sample Rate Adjustment Calculation for Non-escalating Capital Component (All numbers are examples only and are used here for illustration purposes)

Example Assumptions:

Capital cost (old) $1.00
Capital cost (new) $1.00

No adjustment in capital cost component.

E. CALCULATE TOTAL ANNUAL MAXIMUM RATE

Step One. Add the adjusted Collection Component of the Rate (as adjusted in A. above), the adjusted Processing Component of the Rate (as adjusted in B. above), the adjusted Disposal Component of Rate (as adjusted in C. above) , and the non -adjusted capital component (as shown in D. above) to calculate total rate for service. Note: the Disposal Component of Rate will not be adjusted up or down if the tipping fee has not changed.

Example (using figures in previous examples included in this Attachment J):

Adjusted Residential Rate: $.95 + $2.55 + $.13 + $1.00 = $4.63 Adjusted 3 yd. Bin Rate: $33.76 + $18.69 + $1.18 + $1.00 = $54.63 Item: 9
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CITY COUNCIL AGENDA REPORT
MEETING DATE: 04/07/2026
DEPARTMENT: City Manager
SUBJECT:

POTENTIAL REUSE OF WHISPERING HILLS PARK SITE
RECOMMENDED ACTION(S):

1. Authorize Staff to move forward with the Municipal Park Abandonment Law (“MPAL”) and the Surplus Land Act (“SLA”) process to facilitate reuse of the Whispering Hills Park Site.

2. Receive and file.

EXECUTIVE SUMMARY:

The City of Lake Forest (“City”) owns an approximately 6.5-acre undeveloped site known as the Whispering Hills property. The site is located along the east side of Lake Forest Drive between Vintage Woods Road and Dimension Drive.

The site is encumbered by an Irrevocable Offer of Dedication (“IOD”) for park purposes that was originally granted to the County of Orange (“County”) and transferred to the City in 1999. Although designated as Community Park/Open Space in the City’s General Plan, the site has remained vacant due to the lack of funding for park construction, maintenance, and long-term operations. Over the years, the City explored various park concepts; however, prior outreach efforts did not result in consensus on a preferred recreational use.

In alignment with State housing mandates and the City’s Strategic Business Plan (“Strategic Plan”), the City is now evaluating a concept that would allow for the development of affordable housing on a portion of the Whispering Hills site while retaining a publicly accessible park component. Strategic Plan Initiative No. 13 specifically identifies Whispering Hills Affordable Housing Development as a priority, with an initial outreach phase followed by a development phase subject to City Council authorization.

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Figure 1: Conceptual Layout of Affordable Housing Project and Passive Park at Whispering Hills Site
As part of Phase 1 outreach, staff conducted two community meetings in November 2025 to inform residents and the surrounding Homeowners Association of the concept and applicable State requirements. Outreach included mailed notifications to approximately 818 nearby residences and the establishment of a dedicated City email address to receive questions and comments. Attendance at both meetings was modest and feedback was generally positive. While residents raised questions related to traffic, parking, site access, and neighborhood compatibility, there was no significant opposition to the concept of affordable housing with an integrated park, and most participants expressed support for maintaining open space amenities on the site.

Advancing the project would require compliance with two State-mandated processes: the Municipal Park Abandonment Law (“MPAL”) and the Surplus Land Act (“SLA”). These processes involve City Council actions, public hearings, statutory noticing requirements, and coordination with the California Department of Housing and Community Development (“HCD”). At this time, staff are not seeking project approval, but rather City Council direction on whether to proceed with these required processes and to continue advancing the concept consistent with the Strategic Plan.

City Council direction will guide staff’s next steps, including legal review, and future consideration of development options that balance affordable housing needs with the continued provision of park amenities.

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BACKGROUND:

The City owns an approximately 6.5-acre park site commonly referred to as the “Whispering Hills” site, located along the east side of Lake Forest Drive between Vintage Woods Road and Dimension Drive. The site has remained undeveloped since prior to the City’s incorporation in 1991. As part of the original development approvals, the developer responsible for constructing the park did not complete the required park improvements and instead provided the County with an IOD for park purposes. The IOD was subsequently transferred from the County to the City in 1999.

The Whispering Hills site is adjacent to residential neighborhoods and commercial uses and is designated as Community Park/Open Space in the City’s General Plan. Over the years, the City has explored various options to develop the site as a park. Prior community outreach efforts generated interest in a range of recreational amenities; however, no clear consensus emerged regarding a preferred park use. Due to the lack of clear consensus and the absence of identified funding for capital improvements, ongoing maintenance, and long-term operations, the site remains undeveloped.

In response to ongoing housing needs and State housing requirements, the City is now evaluating a redevelopment concept that would allow for the development of affordable housing on a portion of the site while retaining a park component to continue serving community recreational needs. This approach is intended to balance the City’s affordable housing objectives and State requirements with the preservation of public open space, consistent with community feedback and prior planning discussions.

The City Council approved the City’s Strategic Plan on June 3, 2025. Included in the Strategic Plan is Strategic Initiative No. 13, Whispering Hills Affordable Housing Development. This initiative is structured in two phases. Phase 1 consists of an outreach process that includes engagement with the surrounding Homeowners Association and nearby residents. Phase 2 contemplates advancement of the development process, subject to City Council authorization.

DISCUSSION:

Staff initiated community outreach for the Whispering Hills site in October 2025 to inform nearby residents of the City’s exploration of potential development. As part of this effort, staff established a dedicated City email address, [email protected], to respond to questions and receive public comments. In addition, postcards were mailed to approximately 818 residential addresses surrounding the site to notify residents of upcoming community meetings and provide information on how to participate in the process.

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Two community workshops were held to accommodate varying schedules and maximize public participation. The first workshop took place on the evening of Thursday, November 6, and the second was held on the morning of Saturday, November 15. A total of 19 residents attended the Thursday meeting, and eight residents attended the Saturday meeting.

Overall, feedback received from residents was generally positive. There was neither strong opposition nor overwhelming support expressed; however, most participants were receptive to the concept of an affordable housing development dedicated to seniors with a park component on the site. Residents appreciated the opportunity to learn about the site constraints, applicable State requirements, and to provide early input before any formal project design or entitlement actions.

At both meetings, staff provided an overview of the site, background on the IOD, and an explanation of how parks are typically developed in conjunction with residential projects. Staff also discussed the City’s objectives for the site and presented preliminary concept images illustrating how affordable housing and a park could coexist. Figure 2 presents one of the preliminary concept images demonstrated at the meetings. Initial remarks and discussion reflected general support for addressing affordable housing needs while retaining a publicly accessible park.

Figure 2: Preliminary Affordable Housing and Public Park Concept at Whispering Hills Site
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During the Thursday, November 6 meeting, residents raised several questions and considerations, including traffic speeds and safety related to site access, whether the park would function as a neighborhood park or a destination park, and whether pedestrian access, including potential stairways, would be provided on the hillside. Additional discussion topics included concerns about homelessness, the resident selection process for affordable housing, potential priority for Lake Forest residents, background screening practices, age verification for any age-restricted units, parking adequacy, overall project scale and unit count, and whether the City would receive revenue from the development. One attendee suggested consideration of alternative recreational uses, such as a pump track, referencing the City of San Clemente’s recently completed pump track project that was funded through a combination of donations and City matching funds.

The Saturday, November 15 meeting followed a similar format and included a smaller group discussion. Of the nine attendees, seven expressed support for a passive park concept integrated with affordable housing. Comments focused on maintaining neighborhood character, ensuring compatibility with surrounding uses, and preserving open space amenities for nearby residents.

Staff will continue to incorporate community input if the project should advance.

The outreach conducted to date indicates general acceptance of the concept and a shared interest in maintaining a park presence on the site while addressing housing needs.

Next Steps:

If authorized by the City Council, staff would advance the project through a phased and transparent process to ensure legal compliance, and continued community engagement, with the objective of bringing an affordable housing opportunity while retaining a park component at the site. To proceed with development of the land, the City must complete two distinct statutory processes:
the Municipal Park Abandonment Law (“MPAL”) and the Surplus Land Act (“SLA”) process.

Under the MPAL process, the City Council would first consider adoption of a Resolution of Intention expressing the City’s intent to abandon the site for development purposes. Following adoption, the Resolution of Intention would be published once per week for three consecutive weeks, as required by State law.

Upon completion of the publication period, the City Council would conduct a public hearing and consider adoption of a final resolution to formally abandon the park designation, subject to applicable findings.

Concurrently, or in coordination with the MPAL process, the City would be required to comply with the SLA. This process would begin with the City Council Item: 10
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declaring the property surplus and staff issuing a Notice of Availability (“NOA”) to the California Department of Housing and Community Development (“HCD”) and other eligible entities. Following issuance of the NOA, interested parties would have a 60-day period to notify the City of their interest in the property. If interest is received, the City would be required to engage in good-faith negotiations for a minimum of 90 days to determine acceptable terms, including price and development parameters. If no agreement is reached during the negotiation period, the City may proceed with disposition of the property, subject to HCD’s review and confirmation that the City has complied with SLA requirements. Upon completion of the solicitation and negotiation process, staff would submit a report to HCD documenting compliance. HCD would then have 30 days to review the submittal and notify the City if a violation of the SLA is identified. In the event of a violation, the City would have 60 days to remedy the issue.

A preliminary timeline illustrating how the MPAL and SLA processes could be coordinated is provided in Table 1 below. The timeline is intended for planning purposes only and may be adjusted based on City Council direction, public input, or other procedural requirements.

Table 1: Potential MPAL and SLA Process
May 2026 City Council adopts MPAL Resolution of Intent
May 2026 Publishing Resolution of Intent in Newspaper (1) May 2026 City Council authorizes staff to send a NOA to HCD for the site. This would trigger a 60-day solicitation
period
May 2026 Publishing Resolution of Intent in Newspaper (2) May 2026 Publishing Resolution of Intent in Newspaper (3) June 2026 City Council Adopts MPAL Resolution via Public Hearing and declares the site as Surplus Land
July 2026 Solicitation Period Ends
September 2026 90-Day Good Faith Negotiation Period Ends/Staff Submits Report to HCD
October 2026 *HCD letter due
*Only necessary should HCD find violation committed in SLA Process The draft timeline is subject to change. The proposed process is intended to balance the City’s affordable housing objectives with the continued provision of park amenities and open space, consistent with community feedback received to date. City Council direction at this time will inform how staff does or does not proceed with the MPAL and SLA.

FISCAL IMPACT:

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There is minimal fiscal impact associated with the recommended actions.

ATTACHMENTS:

None
Initiated By: Hope Hairell, Management Analyst
Submitted By: Keith Neves, Assistant City Manager
Approved By: Debra Rose, City Manager
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CITY COUNCIL AGENDA REPORT
MEETING DATE: 04/07/2026
DEPARTMENT: Public Works
SUBJECT:

PROTECTED-PERMISSIVE LEFT-TURN PHASING PROJECT PHASE 2
RECOMMENDED ACTION(S):

Direct staff to remove the Phase 2 Protected-Permissive Left Turn Signal Improvements at the intersections of Alton Parkway/Catalina, Alton Parkway/Monarch, Bake Parkway/Towne Centre, and Lake Forest Drive/Towne Centre from the 2025-2032 Capital Improvement Plan
EXECUTIVE SUMMARY:

In 2018, the City completed a Citywide Protected-Permissive Left Turn (“PPLT”) study evaluating intersections where modified signal phasing could improve traffic operations. PPLTs allow drivers to turn left with a protected green arrow phase and also permit left turns during a permissive phase when there are adequate gaps in opposing traffic. The study identified several candidate intersections for potential implementation and recommended that improvements be implemented in phases.

Since that time, the City has completed several corridor traffic improvements, including the Alton Parkway Traffic Signal Synchronization Project (“TSSP”) and installation of upgraded signal monitoring technology. These improvements allow staff to optimize signal timing and improve corridor operations, in some instances, in real time. In addition, projected traffic increases associated with development at the Foothill Ranch Towne Centre reduce the operational benefit of implementing PPLT at certain intersections.

In November 2024, the City Council directed staff to reassess the remaining intersections identified in the Citywide PPLT Phasing Study considering other Capital Improvement Projects and anticipated development.

Given these operational improvements and the estimated $1.4 million cost to implement the remaining Phase 2 PPLT improvements, staff recommend removing the remaining intersections from the PPLT CIP project. Traffic operations at these intersections are expected to remain acceptable without these improvements.

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BACKGROUND:

On December 18, 2018, the City Council approved the Citywide Protective- Permissive Left Turn Phasing Study (“Study”) prepared by Albert Grover & Associates (“Albert Grover”). PPLTs allow drivers to turn left with a protected green arrow phase and also permit left turns during a permissive phase when there are adequate gaps in opposing traffic. These operations are typically implemented using Flashing Yellow Arrow (“FYA”) signal indications.

FYA is a form of PPLT phasing where a signal head features a flashing yellow arrow indication in addition to the steady green, yellow, and red arrow indications. During the FYA indication, vehicles can turn left after yielding to opposing traffic and pedestrians. Based upon technical studies, the FYA signals have shown to help drivers make fewer driver errors, reduce delays, improve traffic flow, and improve traffic safety.

The Study evaluated the City’s signalized intersections and identified several candidate locations where PPLT could be implemented to improve traffic efficiency while maintaining safe operations. Six intersections were determined to be feasible for potential implementation.

Following the Study, in April 2023, staff implemented the Phase 1 improvements at the following intersections:
Towne Centre Drive and Market Place
Centre Drive at Rockfield Boulevard
In addition, signing and striping improvements were implemented at the intersection of El Toro Road and Toledo Way per the Albert Grover PPLT Phasing Study (“Attachment“). At the completion of Phase 1 of the PPLT phasing program, staff proposed the second phase of the program. On November 19, 2024, City Council directed staff to return to Council at a future meeting to reassess the appropriateness of implementing the second phase of the PPLT program per the Study, as other improvement projects and development were concurrently being considered and implemented.

DISCUSSION:

Since completion of the 2018 Study and implementation of Phase 1 of the PPLT program, the City has implemented several corridor-level traffic improvements that have improved overall signal performance and reduced delays along major roadways. Most notably, the City completed the Alton Parkway Traffic Signal Synchronization Project, which optimized signal timing along the corridor and Item: 11
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improved traffic progression. These improvements reduced peak-hour delays and improved travel speeds along Alton Parkway. While these improvements do not increase intersection capacity or change the overall Level of Service (“LOS”), they have enhanced corridor performance for the approximately 23,400 vehicles traveling along Alton Parkway daily.

A key component of the TSSP was the installation of Advanced Traffic Management System (“ATMS”) infrastructure, including video detection systems, upgraded signal controllers, and enhanced communications equipment. These upgrades allow staff to monitor traffic conditions and adjust signal timing remotely to improve traffic flow and respond to changing traffic conditions. Using the new traffic infrastructure, staff adjusts signal timing based upon reports of unusual and/or unexpected traffic conditions.

Staff evaluated the remaining candidate intersections identified for Phase 2 implementation, which include:
• Alton Parkway / Catalina
• Alton Parkway / Monarch
• Bake Parkway / Towne Centre
• Lake Forest Drive / Towne Centre
Based on current traffic conditions, signal system improvements already implemented, and projected future traffic patterns, these intersections are expected to continue operating at acceptable levels of service without the implementation of PPLT phasing. Implementing the remaining improvements is estimated to cost approximately $1.4 million, which would include traffic signal equipment modifications, signal head replacements, detection upgrades, and associated installation work. Given the improved corridor operations, the Phase 2 intersections are projected to continue operating at an acceptable LOS without PPLT implementation.

With the anticipated limited operational benefit of PPLT at these intersections, staff does not recommend proceeding with the remaining Phase 2 PPLT improvements. Should future traffic conditions warrant reconsideration, the City can evaluate signal operations at these intersections and consider additional improvements as part of future traffic signal capital improvement projects.

FISCAL IMPACT:

There is no fiscal impact with the recommended action. The 2025-2032 Capital Improvement Plan Budget does not include funds for the PPLT Phase 2 Project.

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ATTACHMENTS:

Citywide Protected/Permissive Left-Turn Phasing Study
Initiated By: Douglas Erdman, Director of Public Works/City Engineer Submitted By: Douglas Erdman, Director of Public Works/City Engineer Approved By: Debra Rose, City Manager
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Attachment
Item: 11
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ATTACHMENT
Traffic and Parking Commission Agenda Report
Meeting Date: September 27, 2018
Department: Public Works
SUBJECT:

REVIEW OF PROTECTED PERMISSIVE LEFT TURN PHASING STUDY
RECOMMENDED ACTION(S):

1. Receive consultant presentation

2. Re view the Protected Permissive Left- Turn Phasing Study

3. Recommend that the CIty Council accept the recommendations in the report

4. Recommend that the City Council direct the Traffic and Parking Commission to include the recommended im provements in their review of projects for possible inclusion in the Two-Year Capital Improvement Program for FY2019 - 21 EXECUTIVE SUMMARY: