Lake Forest City Council
June 16, 2026

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FY FY FY FY FY2025/262026/272027/282028/292029/30Acquisition R/WPre-DesignDesignConst. Support 200,000$ 200,000$Construction 2,400,000$ 2,400,000$MiscellaneousContingency 250,000$ 250,000$Total Estimate-$2,850,000$-$2,850,000$-$FY FY FY FY FY2025/262026/272027/282028/292029/30Measure M2 Local Fairshare 175,000$ 175,000$Gas Tax Road Maintenance and Rehabilitation Account Fund (RMRA SB1) 2,200,000$ 2,200,000$City Road Infrastructure Fund -$ -$Solid Waste Pavement Impact Fund475,000$ 475,000$Total Revenue-$2,850,000$-$2,850,000$-$FY FY2030/312031/32Acquisition R/W $ - Pre-Design $ - Design $ - Const. Support 200,000$ $ 600,000 Construction 2,400,000$ $ 7,200,000 Miscellaneous $ - Contingency 250,000$ $ 750,000 Total Estimate2,850,000$-$8,550,000$FY FY2030/312031/32Measure M2 Local Fairshare 175,000$ 525,000$Gas a oad Maintenance and Rehabilitation Account Fund 2,200,000$ 6,600,000$City Road Infrastructure Fund-$ -$Solid Waste Pavement Impact Fund475,000$ 1,425,000$Total Revenue2,850,000$-$8,550,000$ Funding SourcePROJECT ESTIMATETOTALFunding Source TOTAL PROJECT ESTIMATENoneCURRENT AND FUTURE FUNDING

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PROJECT DESCRIPTION: This project provides asphalt overlays on arterial roadways and slurry seals on collector and residential streets as determined by the Pavement Management System. The system is designed to avoid expensive deferred maintenance. Conformance with the system makes the City eligible for Measure M funding. In FY 2025-26, (26S01A) residential streets in Zone D will be slurried. In FY 2026-27 (27S01C) residential streets in Zone E1 will be slurried. In FY 2025-26 (26S01B) Bake Parkway from South Point Drive to Commercentre Drive will be resurfaced. In FY 2026-27 (27S01D) Bake Parkway from Commercentre Drive to Rancho Parkway South will be resurfaced. Maintaining a "Good" Pavement Condition Index, helps to sustain the quality of the pavement in the City and extend the useful life.ESTIMATED ANNUAL COST IMPACT OF PROJECT ON CITY OPERATING BUDGET: This project would provide preventive maintenance and/or rehabilitation, which would reduce annual maintenance costs over the life of the pavement by an estimated average of 30% (Source: American Public Works Association). Recurring resurfacing also reduces risk management costs.

Asset Management Condition:N/A - Street Resurfacing Identified as part of the City's Pavement ManagementProgramStrategic Plan Goal:A. Our Livable City is well planned, attractive, and safe.Strategic Plan Priority Area:2. Attractive: Investment and maintenance in public facilities, infrastructure, andnatural resources that enhance the visual character of the City and supports qualityneighborhoodsStrategic Plan Strategy:a) Enhance the City's overall visual character, maintain City assets and proactivelyreinvest in southwest Lake Forest.CATEGORY: Street ImprovementsPURPOSE: Strategic Plan Initiative:SP #1PROJECT NUMBER/NAME: 27S01DPROJECT NAME:Slurry Seal and Street Resurfacing - Street Resurfacing Project 1DRESPONSIBLE DEPARTMENT: Public Works (Engineering) Project Location
Project Location
67 of 115Page 55
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FY FY FY FY FY2025/262026/272027/282028/292029/30Acquisition R/WPre-DesignDesignConst. Support 500,000$ 500,000$ Construction 4,850,000$ 4,850,000$ MiscellaneousContingency 500,000$ 500,000$ Total Estimate -$ 5,850,000$ -$ 5,850,000$ -$ FY FY FY FY FY2025/262026/272027/282028/292029/30Measure M2 Local Fairshare 1,926,000$ 2,100,000$ Gas Tax Road Maintenance and Rehabilitation Account Fund (RMRA SB1) -$ -$ City Road Infrastructure Fund1,640,000$ -$ General Fund2,284,000$ 3,750,000$ Total Revenue -$ 5,850,000$ -$ 5,850,000$ -$ FY FY2030/312031/32Acquisition R/W $ - Pre-Design $ - Design $ - Const. Support 500,000$ $ 1,500,000 Construction 4,850,000$ $ 14,550,000 Miscellaneous $ - Contingency 500,000$ $ 1,500,000 Total Estimate 5,850,000$ -$ 17,550,000$ FY FY2030/312031/32Measure M2 Local Fairshare 2,100,000$ 6,126,000$ Gas Tax Road Maintenance and Rehabilitation Account Fund (RMRA SB1) -$ -$ City Road Infrastructure Fund-$ 1,640,000$ General Fund3,750,000$ 9,784,000$ Total Revenue 5,850,000$ -$ 17,550,000$ Funding SourcePROJECT ESTIMATETOTALFunding Source TOTAL PROJECT ESTIMATEPRIOR YEAR FUNDINGNoneCURRENT AND FUTURE FUNDING 68 of 115Page 55
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Attachment 3

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RESOLUTION NO. 2026-__

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

LAKE FOREST, CALIFORNIA, CONCERNING THE LIST OF
PROJECTS FOR FISCAL YEAR 2026/27 FUNDED BY SB1:

THE ROAD REPAIR AND ACCOUNTABILITY ACT.

WHEREAS, Senate Bill 1 (SB 1), the Road Repair and Accountability Act of 2017 (Chapter 5, Statutes of 2017) was passed by the Legislature and signed into law by the Governor in April 2017 in order to address the significant multi-modal transportation funding shortfalls statewide; and WHEREAS, SB 1 includes accountability and transparency provisions that will ensure the residents of the City of Lake Forest (“City”) are aware of the projects proposed for funding in our community and which projects have been completed each fiscal year; and
WHEREAS, the City must adopt by resolution a list of projects proposed to receive fiscal year funding from the Road Maintenance and Rehabilitation Account (RMRA), created by SB 1, which must include a description and the location of each proposed project, a proposed schedule for the project’s completion, and the estimated useful life of the improvement; and
WHEREAS, the City, will receive an estimated $2,459,021 in Road Maintenance and Rehabilitation Account funding in Fiscal Year 2026/27 from SB 1; and
WHEREAS, the City used a Pavement Management System to develop the SB 1 project list to ensure revenues are being used on the most high-priority and cost -effective projects that also meet the community’s priorities for transportation investment; and
WHEREAS, the funding from SB 1 will help the City maintain and rehabilitate the 170 centerline miles of streets; and
WHEREAS, the City’s 2025 Pavement Management Report found that the City’s streets and roads are in a “good” condition and this revenue will help maintain the overall quality of our road system and over the next decade will maintain the City streets and roads in a “good” condition; and maintaining and preserving the local street and road system in good condition will reduce drive times , traffic congestion, improve bicycle safety, and make the pedestrian experience safer; and
WHEREAS, the SB 1 project list and overall investment in our local streets and roads infrastructure , with a focus on basic maintenance and safety, investing in complete streets infrastructure, and using cutting -edge Item: 8
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technology, materials and practices, will have significant positive co-benefits statewide; and

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF

LAKE FOREST , CALIFORNIA DOES HEREBY RESOLVE, AND

INFORM CALIFORNIA TRANSPORTATION COMMISSION , AS
FOLLOWS:

Section 1. The foregoing recitals are true and correct.

Section 2 . The approved Capital Improvement Project budget for fiscal year 2026/27 incorporates the following list of projects to be funded with Road Maintenance and Rehabilitation Account revenues:

Street Resurfacing: portions of El Toro Rd from Glenn Ranch Rd to I-5 Fwy - The road rehabilitation project would grind and overlay portions of El Toro Road from Glenn Ranch Road to I-5 Fwy.

This project would provide an estimated useful life of 10 to 15 years.

Pre-construction design, document preparation and cost estimating started in April 2023 and is anticipated to be completed in December 2028.

Street Resurfacing: El Toro from Jeronimo to Trabuco - This road rehabilitation project would grind and overlay El Toro Road from Jeronimo Rd. to Trabuco Rd. This project would provide an estimated useful life of 10 to 15 years. Construction began in May 2026 with a tentative end date in November 2026.

Street Resurfacing: portions of Bake Pkwy from Rancho Pkwy South to South Pointe Dr (26S01B and 27S01D) - The road rehabilitation project would grind and overlay portions of Bake Parkway from Rancho Pkwy South to South Pointe Dr. This project would provide an estimated useful life of 10 to 15 years.

Construction tentative start date is in September 2026 with a tentative end date in December 2026.

Street Resurfacing: portions of Lake Forest Drive from Bake Pkwy to I-5 Fwy - The road rehabilitation project would grind and overlay portions of Lake Forest Drive from Bake Pkwy to I-5 Fwy.

This project would provide an estimated useful life of 10 to 15 years.

Phase 1 construction included the portion from Bake Pkwy to Portola Pkwy and was completed in March, 2025. Phase 2 includes the portion from Serrano Rd. to Fernleaf Dr. Pre-construction design, document preparation and cost estimating for Phase 2 has a Item: 8
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tentative start date in July 2027 with a tentative completion date in December 2027.

Annual Slurry Seal, Zone D (26S01A) - The slurry sealing of non- arterial public streets in Zone D, the neighborhood between Trabuco Rd. and Portola Parkway, north of Lake Forest Drive. This project would provide an estimated useful life of 7 to 10 years. Phase 1 construction included localized deep lift asphalt repairs and was completed in September 2025. Phase 2 construction includes slurry seal and has a tentative start date in September 2026 with a tentative end date in December 2026.

Annual Slurry Seal, Zone B (27S01C) - The slurry sealing of non- arterial public streets in Zone B, the neighborhood between Jeronimo Road and the I-5 Freeway, south of Ridge Route Drive.

This project would provide an estimated useful life of 7 to 10 years.

Pre-construction design, document preparation and estimating has a tentative start date in October 2026 and a tentative end date in March 2027. Construction tentative start date is in April 2027 with a tentative end date in October 2027.

Annual Slurry Seal, Zone E (27S01C) - The slurry sealing of non- arterial public streets in Zone E, the neighborhood between Trabuco Rd. and Portola Parkway, south of Lake Forest Drive. This project would provide an estimated useful life of 7 to 10 years. Pre- construction design, document preparation and cost estimating has a tentative start date in June 2027 and a tentative end date in March 2028.

Section 5. This Resolution shall become effective upon the date of its adoption.

[Signatures on following page]

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PASSED, APPROVED AND ADOPTED this ____ day of June 2026.

________________________
ROBERT PEQUEÑO
MAYOR

ATTEST:

____________________________________

THY MERRITT

CITY CLERK

APPROVED AS TO FORM:

____________________________________
MATTHEW E. RICHARDSON

CITY ATTORNEY
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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 by the City Council at a regular meeting thereof, held on the ____ day of June, 2026, by the following vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:

________________________

THY MERRITT

CITY CLERK

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CITY COUNCIL AGENDA REPORT
MEETING DATE: 6/16/2026
DEPARTMENT: Public Works
SUBJECT:

FIRST AMENDMENT TO THE AGREEMENT WITH FCG CONSULTANTS, INC.

FOR CONTRACT ADMINISTRATION AND CONSTRUCTION INSPECTION

SERVICES FOR LAKE FOREST TRANSPORTATION MITIGATION PROJECTS

AND ARTERIAL MEDIAN PROJECT
RECOMMENDED ACTION(S):

1. Approve the First Amendment to the Professional Consultant Services Agreement with FCG Consultants, Inc. for Contract Administration and Construction Inspection (“CA/CI”) Services for Lake Forest Transportation Mitigation Projects and Arterial Median Improvement Project.

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

EXECUTIVE SUMMARY:

On May 7, 2024, the City Council approved a Professional Services Agreement (Attachment 1) with FCG Consultants, Inc. (“FCG”) for Contract Administration and Construction Inspection (“CA/CI”) Services for Lake Forest Transportation Mitigation (“LFTM”) Projects and Arterial Median Project. As part of the Council action, contracts were awarded to three (3) individual firms for five (5) projects.

As one of the three firms, FCG was awarded the Bake Parkway and Trabuco Road/Irvine Boulevard Intersection Widening Project, hereinafter referred to as the “Project”.

Throughout the construction phase to date, the Project has incurred various contract change orders due to extra services needed to address unforeseen underground field conditions, which included the addition of eighty (80) working days, increasing the duration from one hundred fifty (150) working days to two hundred thirty (230) working days. The eighty (80) working day extension results in additional costs for CA/CI services in the amount of $74,957.94.

As the additional costs of these services exceed the City Manager’s 10% authority, staff recommend the City Council approve the First Amendment to the Agreement (Attachment 2) with FCG that would increase the not-to-exceed Item: 9
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compensation amount by $74,957.94 to a total compensation of $535,073.46.

The First Amendment would maintain the current contractual hourly rates.

The Agreement includes a three-year term with two optional one-year extensions. The proposed First Amendment would have no change to the contract term associated with this amendment. The First Amendment was prepared by the Public Works Department, signed by FCG Consultants, Inc., and reviewed and approved as to form by the City Attorney’s Office. Staff recommend the City Council approve the proposed amendment to allow FCG to continue to provide CA/CI services for completion of the Project.

BACKGROUND:

The City utilizes consultants to provide CA/CI Services for the implementation of Capital Improvement Plan (“CIP”) projects. On November 14, 2023, the City issued a Request for Proposal (“RFP”) to secure multiple firms for four (4) LFTM projects and one (1) arterial median project. On May 7, 2024, the City Council approved three Professional Consultant Services Agreements with three (3) individual firms. As one of the three firms, FCG was awarded the contract for the Bake Parkway and Trabuco Road/Irvine Boulevard Intersection Widening Project in the amount of $460,115.52. The Agreement includes a three-year term with two optional one-year extensions.

At the February 4, 2025, City Council meeting, a construction contract was awarded to All American Asphalt, Inc. (“AAA”) for the Project, which included a contract duration of one hundred fifty (150) working days.

DISCUSSION:

Work commenced on the Project on September 2, 2025, following an extended pre-construction and procurement phase, establishing the completion date as April 7, 2026, one hundred fifty (150) working days thereafter. The Project incurred various contract change orders, which included the addition of eighty (80) working days in total to the contract duration. Most notably, there was an approximate 3-month delay related to utility relocation work, due to the discovery of an unknown fiberoptic line during the contractor’s demolition and excavation activities.

The eighty (80) working day extension results in an additional estimated cost of $188,852.72 needed for the CA/CI services. As of March 31, 2026, the remaining balance in the contract was $113,894.78. The net difference needed to complete the Project through to the revised completion date of July 28, 2026, is $74,957.94, calculated as $188,852.72 less $113,894.78. The proposed First Item: 9
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Amendment for FCG would increase the total not-to-exceed compensation from $460,115.52 to $535,073.46. The First Amendment would maintain the current contractual hourly rates. There is no change to the contract term associated with this amendment.

Consistent with the City’s Purchasing and Contracting Guidelines, the First Amendment was prepared by the Public Works Department, signed by FCG Consultants, Inc., and reviewed and approved as to form by the City Attorney’s Office. Staff recommend the City Council approve the proposed amendment to allow FCG to continue to provide CA/CI services for completion of the Project.

FISCAL IMPACT:

The proposed First Amendment to the Agreement with FCG Consultants, Inc., would increase total contract compensation by $74,957.94, for a total compensation of $535,073.46. The First Amendment would maintain the current contractual hourly rates. Funds to pay for Contract Administration and Construction Inspection Services are included as part of the individual project budget in the City’s 2023-2030 Capital Improvement Plan, and there is sufficient budget for the recommended action.

ATTACHMENTS:

1. Original Agreement with FCG Consultants, Inc.

2. First Amendment to the Agreement with FCG Consultants, Inc.

Initiated By: Eric Johnson, Principal Engineer
Submitted By: Douglas Erdman, Director of Public Works/City Engineer Approved By: Debra Rose, City Manager
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Attachment 1
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CA/CI FOR VARIOUS LFTM PROJECTS AND ARTERIAL MEDIAN

IMPROVEMENT PROJECT

City of Lake Forest
100 Civic Center Dr.

Lake Forest, CA 92630









  


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City of Lake Forest
Professional Consultant Services Agreement
CA/CI for Various LFTM Projects and Arterial Median Improvement Project
I. PARTIES AND DATE. ..............................................................................

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

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

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

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

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

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

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









  


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

This Agreement is made and entered into this [***INSERT DAY***] day of [***INSERT MONTH***], [***INSERT YEAR***], by and between the City of Lake Forest, a municipal corporation, organized under the laws of the State of California, with its principal place of business at 100 Civic Center Drive, Lake Forest, California 92630 (“City”) and FCG Consultants, Inc., a California Corporation (Inc.) , with its principal place of business at 22885 Savi Ranch Pkwy, Suite G, Yorba Linda, California 92887 (“Consultant”). City and Consultant are sometimes individually referred to herein as “Party” and collectively as “Parties.” 







  






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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 4 2. RECITALS.

2.1. Consultant.

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

2.2. Project.

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








  


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

3.1. Scope of Services and Term.

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

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

3.2. Responsibilities of Consultant.

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

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

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








  


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

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

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

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

3.2.8 Standard of Care; Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subconsultants shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subconsultants have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. Any employee of the Consultant or its 







  


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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 7 sub-consultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re employed to perform any of the Services or to work on the Project.

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

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

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

3.2.12 Water Quality Management and Compliance.

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

3.2.12.2 Compliance with Water Quality Laws, Ordinances and Regulations. Consultant shall keep itself and all subcontractors, staff, and employees fully informed of and in compliance with all local, state and federal laws, rules and regulations that may impact, or be implicated by the performance of the Services including, without limitation, all applicable provisions of the City’s ordinances regulating water quality and storm water; the Federal Water Pollution Control Act (33 U.S.C. § 1251, et seq.); the California Porter-Cologne Water Quality Control Act (Water Code § 13000 et seq.); and any and all regulations, policies, or permits issued pursuant to any such authority. Consultant must additionally comply with the lawful requirements of the City, and any other 







  


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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 8 municipality, drainage district, or other local agency with jurisdiction over the location where the Services are to be conducted, regulating water quality and storm water discharges.

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

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

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

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








  


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

3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "C" attached hereto and incorporated herein by reference. The total compensation shall not exceed FOUR HUNDRED SIXTY THOUSAND ONE HUNDRED FIFTEEN DOLLARS AND FIFTY-TWO CENTS ($460,115.52) without written approval of the City Council or City Manager as applicable. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement.

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

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

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

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

3.4. Labor Code Requirements.

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







  


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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 10 agents, and volunteers free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.

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

3.5. Accounting Records.

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

3.6. General Provisions.

3.6.1 Termination of Agreement.

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

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

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

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

Consultant: FCG Consultants, Inc.
22885 Savi Ranch Pkwy, Suite G








  


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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 11 Yorba Linda, California 92887
ATTN: AB Fakhouri, Principal In Charge
City: City of Lake Forest
100 Civic Center Drive
Lake Forest, CA 92630
ATTN: City Clerk
Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.

3.6.2 Ownership of Materials and Confidentiality.

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

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

3.6.2.3 Confidential Information. The City shall refrain from releasing Consultant’s proprietary information ("Proprietary Information") unless the City's legal counsel determines that the release of the Proprietary Information is required by the California Public Records Act or other applicable state or federal law, or order of a court of competent jurisdiction, in which case the City shall notify Consultant of its intention to release Proprietary Information. Consultant shall have five (5) 







  


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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 12 working days after receipt of the Release Notice to give City written notice of Consultant's objection to the City's release of Proprietary Information. Consultant shall indemnify, defend and hold harmless the City, and its officers, directors, employees, and agents from and against all liability, loss, cost or expense (including attorney’s fees) arising out of a legal action brought to compel the release of Proprietary Information. City shall not release the Proprietary Information after receipt of the Objection Notice unless either: (1) Consultant fails to fully indemnify, defend (with City's choice of legal counsel), and hold City harmless from any legal action brought to compel such release; and/or (2) a final and non- appealable order by a court of competent jurisdiction requires that City release such information.

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

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

3.6.5 Indemnification.

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

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

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

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

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







  


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

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

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

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

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

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

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

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

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

3.6.18 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subconsultant, employee or applicant for employment 







  


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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 14 because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted.

3.6.19 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services.

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

3.6.21 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.AB Fakhouri, Principal In Charge

3.7. Subcontracting.

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








  


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

4.1. SIGNATURES.

CITY OF LAKE FOREST FCG Consultants, Inc.

By: [AUTHORIZED CITY SIGNATURE]

Mark Tettemer
Mayor
By: [VENDOR SIGNATURE 1]

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

By: [CITY CLERK SIGNATURE]

Lisa Berglund

City Clerk
By: [VENDOR SIGNATURE 2]

Abdallah Fakhouri

Secretary (Corporation or LLC)
APPROVED AS TO FORM:

By: [CITY ATTORNEY SIGNATURE]

Best Best & Krieger LLP
City Attorney

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








  


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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 16 5. EXHIBIT "A" SCOPE OF SERVICES

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

PRE-CONSTRUCTION
a. The FCG Team will provide Bidding Services and Bid Review and Analysis: Our Bidding Services encompass a meticulous process of receiving and scrutinizing all incoming bids, bid bonds, insurance certificates, and associated submissions. This comprehensive review is conducted with a focus on ensuring accuracy, completeness, and adherence to project requirements. i. Qualification Assessment: We actively engage in the critical task of assisting the City in the selection of a qualified bidder. This involves a detailed evaluation of each bid to determine the bidder's suitability and ability to fulfill the requirements successfully. ii. Error and Inconsistency Identification: Our team is committed to identifying any errors or inconsistencies in bid calculations or submittal packages promptly. This proactive approach involves a vigilant examination of the bid documents, bid bonds, and insurance certificates. Any discrepancies observed are meticulously documented and reported immediately to the Project Manager.
iii. Real-time Reporting: Recognizing the urgency and importance of swift communication, our Bidding Services include real-time reporting to the Project Manager. In the event of identified errors or inconsistencies, our reporting ensures that corrective actions can be taken promptly, minimizing any potential impact on the bidding process. iv. Collaborative Problem Resolution: In instances where errors or inconsistencies are detected, our team collaborates closely with the City and relevant stakeholders to facilitate prompt problem resolution. This collaborative approach is integral to maintaining the integrity of the bidding process and ensuring that qualified bidders are selected with confidence. v. Continuous Improvement: As part of our commitment to excellence, we actively seek opportunities for continuous improvement in our bidding services. Feedback loops are established to capture insights and lessons learned from each bidding process, contributing to an ongoing enhancement of our procedures, and ensuring a refined and efficient bidding experience for future projects.
b. NTP and Move-In Period - Once the construction contract is approved, we will discuss the Project move-in period and start of construction with the Contractor. Once this discussion is complete, we will recommend to the City issuance of the NTP and establish the date of the first chargeable working day.

This is recommended to maintain the Project schedule and provide the Contractor ample time to obtain permits and submit all necessary submittals prior to the start of construction. A 20-day move-in period is recommended because it allows sufficient time to review submittals, especially for long lead items. 







  


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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 17 c. Project Records & Filing System – FCG’s RE and Office Engineer will establish and maintain a filing system in hard copy as well as electronically, using the Caltrans Construction Manual as a guideline to ensure compliance with FHWA requirements. FCG typically utilizes the Caltrans filing system on all projects. All hard copy files will be scanned as PDF files and stored digitally on a server with a filing structure duplicating the hard copies. Additionally, FCG’s Office Engineer will upload the electronic data documentation to the City’s on-line file directory. Submittal and RFI logs will be kept and tracked according to when they are received from and returned to the Contractor together with their approval or response status. Materials releases and certificates of compliance will be kept in the appropriate Caltrans filing categories and materials summary sheets will be developed to keep a running total of materials implemented for the Project.
d. Pre-Construction Meeting - Once the NTP is issued, the FCG team will coordinate the pre- construction meeting by preparing a list of attendees, including, but not limited to, the Contractor, Designer, City, and utility companies. Prior to the meeting, the PM/CM will prepare for the City’s review an agenda that identifies the following: documents required from the Contractor for supervision and safety, certified payroll requirements, materials sampling and testing criteria, and certificates of compliance for all materials. Following the meeting, attendees will receive meeting minutes, including a sign-in sheet, for their records.

DURING CONSTRUCTION

CONSTRUCTION MANAGEMENT
Construction Management Services
x Conduct a pre-construction meeting and bi-weekly construction meetings with the contractor, the City, and all other involved parties. Prepare and distribute meeting agendas and minutes. x Manage and coordinate all aspects of the project including coordinating with City staff, multiple contractors, agencies, and project stakeholders.
x Prepare Weekly Status Reports and Statements of Working Days. x Coordinate design changes with the Engineer of Record. x Participate in field meetings and document issues, findings, directions, changes, etc., and develop solutions. Prepare, monitor, and update the construction schedule. x Prepare change orders in the City’s standard format.
x Maintain a record of accounting costs including approved change orders. x Review payment requests, make payment recommendations, and prepare progress payments in the City’s standard format.
x Review and coordinate the approval of shop drawings with the design consultant. Review and approve materials submittals.








  


Item: 9
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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 18 x Log, track, and process submittals, Requests for Information (RFIs), Requests for Changes (RFCs), Contract Change Orders (CCOs), field directives, Notices of Potential Claims (NOPCs), Non- Conformance Reports (NCRs), construction schedules, and detailed traffic control plans. x Provide the City with As-Built and electronic sets of drawings at project completion. x Monitor materials documentation and testing results as well as enforce corrections. Conduct labor compliance per LAMP requirements. Maintain project files per LAMP guidelines. x Review and approve the contractor’s safety program and traffic control plan. x Review and respond to all RFCs.
x Process all project documentation per City and Caltrans guidelines. x Perform a constructability review of the 100% plans, specifications, and estimates. x Prepare cost estimates.
x Verify contractor conformance with the City’s Community Workforce Agreement (CWA).

1. Coordination
a. Utility Coordination – Coordination with third-party utilities holds a high risk of potential schedule delay. As a first order of business, our PM/CM will work closely with all utilities, and the Engineer of Record to develop a comprehensive list of utilities and elements that will require relocation, abandonment, adjustment, and/or protection prior to construction. Utility requirements and durations will then be incorporated into the Special Provisions. Special attention will be given to SCE for their relocation of the lighting poles within the project limits.

SCE usually has backlog of work which might cause delays to the project, and FCG will establish communication with SCE during the pre-construction phase to ensure the contractor submits all required documents to schedule their crews accordingly. b. Project Coordination – Our Team is highly qualified to effectively manage these Projects as they have on numerous similar Projects in the past. They will act as the prime point of contact between the Contractor, the City, and the utility companies. FCG’s PM/CM will ensure coordination with property owners adjacent to the Project right-of-way to develop timely communication regarding the pre-condition survey, during construction, and post construction activities.
c. Businesses and Residents – The FCG team will coordinate with the businesses and residents regularly through weekly and monthly meetings as needed. We will contact Owners and Managers of each establishment in the area and explain the nature of lane restrictions, especially night and day delivery schedules to businesses within nearby shopping centers, and others.

2. Submittals – The FCG team will provide the Contractor a list of submittals as per the Special Provisions, then perform a thorough, comprehensive review and approval of the Contractor’s submittals. We will work closely with the City to determine which submittals the design consultant will review, and which will be reviewed by the FCG team. A Submittal Log will be developed, maintained, 







  


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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 19 and tracked according to when they are received and returned to the Contractor and a copy will be included with each transmittal and at the weekly meetings. Materials releases and certificates of compliance will be kept in the appropriate filing categories, and materials summary sheets will have a running total of materials used on the Project. Anticipated submittals include, but are not limited to, baseline schedule, SWPPP, erosion and sediment control plan, operations and maintenance plan, traffic handling plan, PCC mix designs, asphalt mix designs, sand cement slurry mix design, CMB mix design, bridge soils report, surcharge calculations, modular block wall design calculations, and signal verification data.

3. Requests for Information – Our PM/CM will coordinate with the Contractor to submit all questions as Requests for Information (RFI). All RFIs will be reviewed and responded to in coordination with the City and the Design Team to ensure proper protocol is followed and sufficient information is relayed to the Contractor in response to each RFI. The Office Engineer will maintain a log and will provide it to all weekly progress meeting attendees.

4. Safety Enforcement – The FCG team is thoroughly familiar with California Construction Safety Orders (Cal-OSHA) and traffic control practices as specified in the Work Area Traffic Control Handbook (WATCH Manual), as well as the Manual of Uniform Traffic Control Devices (MUTCD). The Contractor will be required to prepare and submit a Safety Plan for its operations. The Safety Plan will be reviewed by the Resident Engineer and the FCG team. Deficiencies will be noted, and upon correction, the plan will be approved.

5. Project Progress and Payment
The FCG team will work with the City to review the baseline schedule, look for issues, and make recommendations to the City as appropriate. Such recommendations will be based on logic and a realistic schedule. Our RE will propose enhancements based on sequence, number of working days, milestones, and key dates to ensure the development of an efficient and well managed Project. The team will prepare independent monthly estimates for the Project duration, monitoring both the Project and contingency budgets. Our report to the City will include amount paid to Contractor to date, amount previously paid to Contractor, percent complete of each bid item, executed change orders, and retention withheld from each pay estimate. Our intent is to keep the City fully informed of the financial status of the Project.
a. Pay item quantities will be measured daily and documented in the daily reports. b. Quantity Sheets will be prepared with each pay estimate, with backup calculations. c. Change orders will be prepared and monitored, costs independently estimated and verified, and work documented daily in a separate daily diary with tentative agreements (if force account (T&M)).
d. Our tracking system includes costs, including supplemental work and furnished materials. e. The FCG team will produce and analyze schedules from the perspective of an owner and contractor to ensure timely or early completion of the Project. We will ensure Contractor compliance with the requirements of the monthly schedule updates as required in the special provisions and will closely monitor the critical path to avoid delays and subsequent 







  


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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 20 consequences. Our analysis of the Contractor’s schedules will be done on a weekly basis in conjunction with Inspector’s daily diaries, meeting minutes, submittal logs, and other Project records. This schedule analysis approach will provide the City with notice of any potential delays prior to issuance by the Contractor to allow time for an appropriate response. FCG will enforce the scheduling requirements in the Special Provisions, which will be key to placing the City in a positive position in case of claims. It is recommended that the Special Provisions require the Contractor to submit Time Impact Analysis (TIAs), together with costs for any change orders, to include time requirements of when cost proposals are due. f. Our PM/CM will prepare and submit a monthly budget report to the City’s management with an accurate status of the Project budget and schedule. This report will contain, but not be limited to, schedule status updates, work operations, submittals, RFI and change order logs, and Project issues.

6. Contract Change Orders and Claims
The FCG team will assist the City in controlling the costs of the Project and the factors that may escalate Project costs. Upon submittal, Contractor’s change requests will be reviewed for merit. We will hold the Contractor to provide the items in the scope of work bid, without generating unnecessary charges to increase the Project cost. The FCG team’s PM/CM will work with the City’s Project Manager to establish levels of financial authority from the Project Manager up the chain of command to provide guidelines for change authorization. FCG will approve CCO’s as agreed-upon by the City. a. Cost Estimating and Scheduling - All change orders will be estimated independently of the Contractor’s proposed cost prior to approval by our Resident Engineer and submitted for approval to the City. We will comply with the Caltrans Construction Manual and LAPM. The FCG team is comprised of highly qualified scheduling and claims avoidance experts that will analyze and produce schedules from the perspective of an owner and a Contractor. Our experts will ensure the Contractor is complying with the requirements. Our approach includes, but is not limited to, weekly analysis of schedules, Inspector’s daily diaries, meeting minutes, and Project files to provide the City notice of any potential delays. b. Claims Avoidance and Mitigation - The FCG team’s renowned claims division and our claims experts have a proven track record with Caltrans and other public agencies on similar projects.

We will monitor all site records of events, labor, materials, and equipment for potential claims or delay issues. This data will be essential when analyzing a Contractor’s claim. Our team will address every issue that will contain all relevant RFIs, change orders, correspondence, pictures, Inspector’s dairies, cost analysis, and schedule analysis. Our objective will be to minimize misunderstandings by providing clear and concise analysis of all major Project issues. c. Project Records and Filing System - FCG’s PM/CM and Office Engineer (OE) will establish and maintain a filing system in hard copy as well as electronically, using the Caltrans Construction Manual as a guideline to ensure compliance with FHWA requirements. FCG typically utilizes the Caltrans filing system on all projects. All hard copy files will be scanned as PDF files and stored digitally on a server with a filing structure duplicating the hard copies. Additionally, FCG’s OE will upload the electronic data documentation to the City’s on-line file directory. Submittal and RFI logs will be kept and tracked according to when they are received from and returned to the 







  


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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 21 Contractor together with their approval or response status. Materials releases and certificates of compliance will be kept in the appropriate Caltrans filing categories, and materials summary sheets will be developed to keep a running total of materials implemented. d. Partnering - The FCG team is a firm believer in partnering and has actively participated in partnering sessions on numerous past projects. We will again accept responsibility for coordinating partnering sessions for the Project team, including planning with the City’s preferred Partnering Facilitator.
e. Quality Assurance Program - The FCG team’s extensive Caltrans experience, beginning with the PM/CM, Design Review team, and carrying through our field personnel, will ensure the requirements of the Caltrans Quality Assurance Program Manual are met. Each of our proposed staff for the Project possess years of recent Caltrans construction experience. f. Labor Compliance and Certified Payroll - FCG’s OE will verify Contractor and subcontractor labor compliance during the Project, including non-working days. This includes reviewing certified payroll records for compliance with Davis-Bacon prevailing wage and overtime requirements. Our field personnel will perform employee interviews to ensure the actual wages meet the stated wages on the certified payroll. If necessary, we will notify the Contractor of any issues, and follow through until the issues are resolved.

CONSTRUCTION INSPECTION
Construction Inspection Tasks
A. Become familiar with and review plans, specifications, construction-related documents, traffic control plans, construction schedules, construction sequences, and other agency permit requirements.

B. Photograph, log, and pre-work video prior, during, and after construction.

C. Attend pre-construction meetings and present special concerns, if any.

D. Interpret plans, specifications, and regulations and ensure the Contractor is following their contract. Provide inspections to ensure the Project is constructed accordingly.

E. Direct and notify the Contractor about non-compliance and correct issues upon discovery.

F. Maintain daily diaries, photographs, and video (as needed) reflecting site and weather conditions, traffic control measures, labor, equipment and materials, quantity of work, and major incidents/safety violations.

G. Review construction progress schedules regularly. Verify schedules coincide with Project milestones, identify deviations, and ensure corrective actions are taken to bring projects back on schedule.

H. Provide measurements and calculations for progress payments and make recommendations for payments.








  


Item: 9
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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 22 I. Review soil compaction and materials testing certifications of compliance.

J. Ensure the Contractor does not install materials without approved material testing certifications. Any failed tests shall be reported, and the Contractor directed to take corrective action.

K. Monitor the Contractor’s utility coordination to minimize utility conflict delays and potential need for relocations.

L. Attend progress meetings to communicate, coordinate, and resolve any jobsite issues or problems that may arise.

M. Conduct field construction employee interviews to comply with the Federal and Davis Bacon Act.

N. Coordinate access to adjacent businesses and residents during construction with the Contractor.

Coordinate mitigation of construction impacts with the Contractor, City, and other agencies.

O. Provide inspection of traffic control, channelization, and all other traffic-related work.

P. Ensure conformance with plans, specifications, applicable laws, and codes.

Q. Observe construction safety, public safety, and convenience, and report issues to the City and Contractor.

R. Monitor compliance with the City’s National Pollutant Discharge Elimination System (NPDES) Permits and requirements, as well as all other local, state, and federal laws and regulations.

S. Inspect for compliance with the Project SWPPP Program including monitoring QSP and/or QSD duties as outlined in California State Water Resources Control Board, Storm Water General Permit and contract.

T. Monitor compliance with the City’s Construction Demolition and Recycling Ordinance.

U. Maintain data for change orders, time of dispute, time of notification by the Contractor, and action taken.

V. Ensure the Contractor submits certified payroll reports with monthly progress payment requests. Review reports for compliance with federal and state prevailing wage regulations.

W. Prepare and transmit to the Contractor all Project-related correspondence. All correspondence sent to and received from the Contractor shall be copied and transmitted to City.

X. Coordinate the preparation and submittal of as-built plans to the City upon project completion.

Y. Prepare a preliminary and final punch-list and follow through until completion.

We have provided a knowledgeable, experienced, and proactive construction administration team with dedicated individuals in each discipline. Moreover, the construction administration team will seamlessly act in a coordinated fashion alongside the City on these Projects. 







  


Item: 9
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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 23 The Contractor will be required to provide detailed Traffic Control Plans, which will be reviewed and approved by the FCG team in coordination with the City. We will also monitor this and if public safety is compromised, we will direct the Contractor to remedy the situation immediately. a. Field Staff Roles & Responsibilities – The FCG team field personnel proposed for the Projects can perform more than one role on any project and can assist each other when needed. This provides efficiency for the City, as the FCG team possesses the versatility and technical knowledge of multiple aspects of civil and traffic signal construction. Examples of this include our PM, design review team, and the Inspectors who are well-versed in assisting with inspection as necessary. Our proposed team members are cross-trained and well diversified in the work and can all cover each other’s work and duties as well.
b. Field Inspection – The FCG team will provide personnel to perform quality assurance inspection of the following Project elements that require specific skill sets:
x Civil Inspection: Our work plan is to partner with the Contractor to resolve problems as quickly as possible and at the lowest level possible. Key to our success has been our ability to create a responsive relationship with the Contractor and our client, resulting in a successful, more efficiently run project. Our Inspectors utilize the CPM and look-ahead schedules to properly advance the construction effort. All phases of construction and all work will be inspected for conformance with contract plans, specifications, and current specified and pertinent standards.

Inspection services, testing, and Project-wide quality assurance will be performed in full conformance with the City requirements. Our goal is to stay on track by doing it right the first time and eliminating time-delaying corrective work. Proactive approaches with the Contractor’s personnel have been instrumental in achieving this goal. x Electrical Inspection: Our proposed inspectors will provide field inspection for the loop detectors and pull box installation, signals, signal controller cabinets, fiber cables, and lighting.

POST CONSTRUCTION
The FCG team will provide the appropriate level of inspections to ensure all punch-list work is completed, safety issues are resolved, final acceptance of the contract is granted, and all necessary paperwork and reports are completed to the standards of the City. The FCG team will assist the City with completing all close-out forms per Chapter 17 of the Caltrans Local Assistance Procedures Manual, provide the City with hard and electronic copies of the project files, and all materials records after acceptance.
a. Punch List – The punch list will be a living document throughout the life of the Project and the Contractor will always be informed as to the progress to avoid dealing with a long list at the end of the Project. The inspection team will work to eliminate deficiencies and minor problems cleaned up as the Project progresses. Our PM will arrange a walkthrough with the Contractor and the City, including, but not limited to, construction, maintenance, traffic, landscape, and safety.

Once the field walkthrough is complete and work is approved, Project acceptance and sign off on the project will be completed.








  


Item: 9
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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 24 b. Project Files & As-Builts – As each of the Project elements are completed, we will perform complete contract closeout activities, including a final walkthrough with City staff, followed by a punch list per standards. These activities will include, but are not limited to, verification of work completion for each respective contract, final payment processing, and resolution of all open change orders. The FCG team will deliver a set of Project records that will be complete and accurate. We will work with the Contractor to maintain current redline mark-ups to the dedicated set of Project plans as the work is completed.
c. Final Reports – The FCG team will certify completion of the Project and recommend to the City final acceptance be issued to the Contractor when all punch-list work is completed, and all issues and Project walks are signed off by the City. Finally, all as-builts will be inventoried and verified completely prior to final acceptance and recommendation of final payment to the Contractor. Per the Chapter 17 of the Caltrans Local Assistance Procedures Manual, some of the final reports to be completed are as follows:
ƒ Proposed Final Pay Estimate: This pay estimate is presented to the Contractor to reconcile payments for final work items and change orders and does not include retention.
ƒ Final Pay Estimate: This pay estimate includes retention release to zero out the account. ƒ Final DBE Report: This report acknowledges receipt of all documents pertaining to the DBE goal.
ƒ Final Labor Compliance Report: This report acknowledges receipt of all certified payroll with no issues.
ƒ Final SWPPP Report: This report certifies final completion and acceptance of SWPPP and measures.
ƒ Permit Closing: This report can be in the form of an email or a specific City document saying that all permits are closed, and no work can be done on the project. ƒ Notice of Completion: This report acknowledges completion and acceptance of the project.
ƒ Release from Maintenance: If needed, this report relieves the Contractor from maintenance on specific facilities exposed to the public as the project is completed and accepted.
d. One Year Warranty Inspections – The FCG team diligently organizes a comprehensive warranty review for individual projects, typically within 90 days of the warranty expiration date, affording contractors sufficient time to address any identified deficiencies. This inspection meticulously encompasses all aspects of work delineated in the individual Project Documents. It is strongly recommended that this review be conducted collaboratively with both the Contractor and the City representative.








  


Item: 9
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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 25 Upon the conclusion of the review, meticulous documentation of any identified deficiencies will be compiled. Subsequently, an action plan outlining the necessary corrective measures to mitigate and rectify these issues, complete with specified timeframes, will be thoroughly discussed, formally documented, and transmitted to the City’s Project Manager and the Contractors.

In instances where additional warranty work is deemed unnecessary, communication will be established with the City’s Project Manager to confirm the completion and closure of the applicable portion or the entirety of the project. Formal sign-off procedures will then be executed. A subsequent reinspection of the projects will be undertaken post the correction of all deficiencies, with certification by the Contractor as complete and validation through sign-off by the City. 







  


Item: 9
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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 26 6. EXHIBIT "B" - SCHEDULE OF SERVICES

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








  


Item: 9
247

Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 27 7. EXHIBIT "C" - COMPENSATION

7.1. EXHIBIT "C" - COMPENSATION
Consultant shall be paid for services in accordance with Section 3.3 of the Agreement and as described above under Exhibit “A” Scope of Services and the not to exceed fee of FOUR HUNDRED SIXTY THOUSAND ONE HUNDRED FIFTEEN DOLLARS AND FIFTY-TWO CENTS ($460,115.52) and billed at the following rates:

FCG Consultants, Inc. Hourly Rates:

POSITION HOURLY RATE
Resident Engineer $233.76
Construction Inspector $147.52
Office Engineer $99.86









  


Item: 9
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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 28 In the event that this Agreement is renewed pursuant to Section 3.1.2, the rates set forth above may be increased or reduced each year at the time of renewal, but any increase shall not exceed the Consumer Price Index, All Urban Consumers, Los Angeles-Long Beach-Anaheim. 







  


Item: 9
249

Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 29 8. EXHIBIT "D" - INSURANCE REQUIREMENTS

8.1. EXHIBIT "D" - INSURANCE REQUIREMENTS

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

1.1.2 Types of Insurance Required. As a condition precedent to the effectiveness of this Agreement for work to be performed hereunder, and without limiting the indemnity provisions of the Agreement, the Consultant, in partial performance of its obligations under such Agreement, shall procure and maintain in full force and effect during the term of the Agreement the following policies of insurance. If the existing policies do not meet the insurance requirements set forth herein, Consultant agrees to amend, supplement or endorse the policies to do so. (A) Commercial General Liability: Commercial General Liability Insurance which affords coverage at least as broad as Insurance Services Office "occurrence" form CG 0001, or the exact equivalent, with limits of not less than $1,000,000 per occurrence and no less than $2,000,000 in the general aggregate. Defense costs shall be paid in addition to the limits. The policy shall contain no endorsements or provisions (1) limiting coverage for contractual liability; (2) excluding coverage for claims or suits by one insured against another (cross-liability); or (3) containing any other exclusion(s) contrary to the terms or purposes of this Agreement.
(B) Automobile Liability Insurance:

Automobile Liability Insurance with coverage at least
as broad as Insurance Services Office Form CA 0001 covering "Any Auto" (Symbol 1), or the exact equivalent, covering bodily injury and property damage for all activities with limits of not less than $1,000,000 combined limit for each occurrence.
(C) Workers’ Compensation: Workers' Compensation Insurance, as required by the State of California and Employer's Liability Insurance with a limit of not less than $1,000,000 per accident for bodily injury and disease.
(D) Professional Liability (Errors & Omissions): Professional Liability insurance or Errors & Omissions insurance appropriate to Consultant’s profession with limits of not less than $1,000,000. Covered professional services shall specifically include all work to be performed under the Agreement and delete any exclusions that may potentially affect the work to be performed (for example, any exclusions relating to lead, asbestos, pollution, testing, underground storage tanks, laboratory analysis, soil work, etc.). If coverage is written on a claims-made basis, the retroactive date shall precede the effective date of the initial Agreement and continuous coverage will be maintained or an extended reporting period will be exercised for a period of at least three (3) years from termination or expiration of this Agreement.

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








  


Item: 9
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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 30 (A) Commercial General Liability
(1) Additional Insured: The City, its officials, officers, employees, agents, and volunteers shall be additional insureds with regard to liability and defense of suits or claims arising out of the performance of the Agreement.

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

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

1.1.5 Waiver of Subrogation. All policies of Commercial General Liability and Automobile Liability insurance shall contain or be endorsed to waive subrogation against the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a 







  


Item: 9
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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 31 loss. Consultant hereby waives its own right of recovery against the City, its officials, officers, employees, agents, and volunteers, and shall require similar written express waivers and insurance clauses from each of its subconsultants.

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

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

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

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

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

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

1.1.12 Insurance for Subconsultants. Consultant shall include all subconsultants engaged in any work for Consultant relating to this Agreement as additional insureds under the Consultant's policies, or the Consultant shall be responsible for causing subconsultants to purchase the appropriate insurance in compliance with the terms of these Insurance Requirements, including adding the City, its 







  


Item: 9
252

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









  


Item: 9
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Attachment 2

Item: 9
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CA/CI FOR VARIOUS LFTM PROJECTS AND ARTERIAL MEDIAN

IMPROVEMENT PROJECT
(2024-023.1)

City of Lake Forest
100 Civic Center Dr.

Lake Forest, CA 92630

Docusign Envelope ID: ECA5B64A-ED9B-811D-8283-2665B15CB10C Item: 9
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City of Lake Forest
First Amendment to Professional Consultant Services Agreement CA/CI for Various LFTM Projects and Arterial Median Improvement Project
I. PARTIES AND DATE. ................................ ................................ ..............

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

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

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

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

Docusign Envelope ID: ECA5B64A-ED9B-811D-8283-2665B15CB10C Item: 9
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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 3 1. PARTIES AND DATE.

This Agreement is made and entered into this [***INSERT DAY***] day of [***INSERT MONTH***], [***INSERT YEAR***], by and between the City of Lake Forest, a municipal corporation, organized under the laws of the State of California, with its principal place of business at 100 Civic Center Drive, Lake Forest, California 92630 (“City”) and FCG Consultants, Inc., a California Corporation (Inc.) , with its principal place of business at 22885 Savi Ranch Pkwy, Suite G, Yorba Linda, CA 92887 (“Consultant”). City and Consultant are sometimes individually referred to herein as “Party” and collectively as “Parties.” Docusign Envelope ID: ECA5B64A-ED9B-811D-8283-2665B15CB10C Item: 9
257

Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 4 2. RECITALS.

2.1. Agreement
The Parties entered into that certain Agreement for Contract Administration and Construction Inspection Consulting Services dated May 13, 2024 (“Agreement”).

2.2. First Amendment
The Parties now desire to increase the total amount of compensation under the Agreement.

Docusign Envelope ID: ECA5B64A-ED9B-811D-8283-2665B15CB10C Item: 9
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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 5 3. TERMS.

3.1. 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 FIVE HUNDRED THIRTY -FIVE THOUSAND SEVENTY-THREE DOLLARS AND FORTY -SIX CENTS ($535,073.46) 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.

3.2. Remaining Provisions of Agreement.

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

Docusign Envelope ID: ECA5B64A-ED9B-811D-8283-2665B15CB10C Item: 9
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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 6 4. SIGNATURES.

4.1. SIGNATURES.

CITY OF LAKE FOREST FCG Consultants, Inc.

By: [AUTHORIZED CITY SIGNATURE]

Robert Pequeño
Mayor
By: [VENDOR SIGNATURE 1]

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

By: [CITY CLERK SIGNATURE]

Thy Merritt
City Clerk
By: [VENDOR SIGNATURE 2]

Abdallah Fakhouri
Secretary (Corporation or LLC)
APPROVED AS TO FORM:

By: [CITY ATTORNEY SIGNATURE]

Best Best & Krieger LLP
City Attorney

[CONTRACT ADMINISTRATOR APPROVAL]
[PROJECT MANAGER APPROVAL]
[CITY CLERK - INSURANCE APPROVAL]
Docusign Envelope ID: ECA5B64A-ED9B-811D-8283-2665B15CB10C Item: 9
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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 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 FIVE HUNDRED THIRTY-FIVE THOUSAND SEVENTY-THREE DOLLARS AND FORTY-SIX CENTS ($535,073.46) and billed at the following rates:

Original Contract
FCG Consultants, Inc. Hourly Rates:

POSITION HOURLY RATE
Resident Engineer $233.76
Construction Inspector $147.52
Office Engineer $99.86

Docusign Envelope ID: ECA5B64A-ED9B-811D-8283-2665B15CB10C Item: 9
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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 8 Docusign Envelope ID: ECA5B64A-ED9B-811D-8283-2665B15CB10C Item: 9
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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 9 First Amendment
FCG Consultants, Inc. Hourly Rates:

POSITION HOURLY RATE
Resident Engineer $233.76
Construction Inspector $147.52
Office Engineer $99.86
Docusign Envelope ID: ECA5B64A-ED9B-811D-8283-2665B15CB10C Item: 9
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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 10 Docusign Envelope ID: ECA5B64A-ED9B-811D-8283-2665B15CB10C Item: 9
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Title: CA/CI for Various LFTM Projects and Arterial Median Improvement Project 11 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: ECA5B64A-ED9B-811D-8283-2665B15CB10C Item: 9
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CITY COUNCIL AGENDA REPORT
MEETING DATE: 6/16/2026
DEPARTMENT: City Manager
SUBJECT:

AWARD OF CONTRACT FOR HOUSING REHABILITATION LOAN AND PAINT

GRANT PROGRAM CONSULTING SERVICES
RECOMMENDED ACTION(S):

1. Award a Professional Consultant Services Agreement for Housing Rehabilitation Loan and Paint Grant Program Consulting Services in the amount of $110,000 to GRC Associates, Inc.

2. Authorize the Mayor to sign, and the City Clerk to attest, the award of contract to GRC Associates, Inc. substantially in the form attached.

EXECUTIVE SUMMARY:

The City of Lake Forest (“City”) has received Community Development Block Grant (“CDBG”) funding from the U.S. Department of Housing and Urban Development (“HUD”) since 1994 to support programs that provide decent housing, suitable living environments, and expanded economic opportunities for low- and moderate-income residents. A substantial portion of the City’s annual CDBG allocation supports the Housing Rehabilitation Loan and Paint Grant Program (“Program”), which assist income-qualified homeowners with addressing deferred property maintenance and improving neighborhood conditions throughout the City.

The Housing Rehabilitation Loan Program provides zero-interest loans to eligible homeowners for property rehabilitation improvements, while the Paint Grant Program provides grants for exterior home painting and related improvements.

The Program supports the City’s broader Housing Element and Consolidated Plan goals by preserving housing quality, improving neighborhood aesthetics, and maintaining property values.

The City’s current Agreement with a consultant for Housing Rehabilitation Loan and Paint Grant Program Consulting Services is set to expire on June 30, 2026.

To ensure continuity of program administration services, the City released a Request for Proposal (“RFP”) on March 9, 2026, seeking qualified consulting firms to administer the Program. Four firms submitted proposals in response to the RFP. Consistent with the City’s Purchasing and Contracting Guidelines Item: 10
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(“Purchasing Guidelines”), proposals were evaluated through a three-phase review process consisting of a technical proposal review, qualifications interview, and cost proposal evaluation.

Following completion of the evaluation process, GRC Associates, Inc. (“GRC”), received the highest ranking, reflecting the vendor’s expertise and alignment with the City’s objectives. Staff recommend awarding the proposed Professional Consultant Services Agreement for Housing Rehabilitation Loan and Paint Grant Program Consulting Services (“proposed Agreement”) to GRC, with a total not- to-exceed compensation of $110,000 and a three-year term with two optional one-year extensions. GRC’s comprehensive approach to the project is supported by favorable references (Attachment 1) and a proven track record working with cities.

The proposed Agreement was prepared by the Economic Development Division and approved as to form by the City Attorney (Attachment 2). Sufficient funds are included in the 2025-2027 Operating Budget to cover the costs of the recommended action.

BACKGROUND:

CDBG
Since 1994, the City has received CDBG funding from HUD to support the creation of vibrant urban communities by providing decent housing, fostering suitable living environments, and expanding economic opportunities for low- and moderate-income individuals. A substantial portion of this funding is dedicated to the City’s Program. The Program provides financial assistance to income- qualified Lake Forest homeowners in the form of loans for the Housing Rehabilitation Loan Program and grants for the Paint Grant Program to address deferred property maintenance. The Program assists low- to moderate-income residents with housing related needs and achieves the broader Housing Element and Consolidated Plan goals of improving the quality of housing, the appearance of neighborhoods, and the value of property in the city.

Housing Rehabilitation Loan and Paint Grant Program
The Housing Rehabilitation Loan Program provides zero-interest loans of up to $40,000 for conventional single-family homeowners, and up to $25,000 for mobile or manufactured-home owners. The Paint Grant Program provides grants for repainting homes, including prep and lead-based paint testing, termite inspections, and repairs. The maximum assistance to single family homeowners is $12,000, and $7,500 for mobile homeowners. Subject to annual approval by the City Council and in conjunction with the CDBG Annual Action Plan, the Item: 10
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Program is fully funded by the CDBG program plus a small portion paid with Housing Authority (“Authority”) funds. The Program is a key component of the City’s neighborhood preservation efforts, contributes to the overall aesthetics of Lake Forest’s neighborhoods, and assists the City in improving the housing stock, which is one of the goals of the City’s Housing Element and Five-Year CDBG Consolidated Plan.

Consultant
Housing Rehabilitation Consulting Services (“HRCS’) serves as a Housing Division consultant under the oversight of the Assistant City Manager. Pursuant to the current Agreement, all services for the Program are provided by Theresa Dobbs – Principal and Owner, Sandi Medrano - Senior Associate, and Oscar Rosales – Associate. The current Agreement is set to expire on June 30, 2026.

DISCUSSION:

The City Manager reviewed and approved an RFP for Housing Rehabilitation Loan and Paint Grant Program Consulting Services, which was released on March 9, 2026. Four proposals were received in response to the RFP from the following firms:
CivicStone, Inc. (“CivicStone”)
GRC
Housing Programs
Willdan Engineering (“Willdan”)
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. Three evaluators were a part of the Technical and Qualifications Review of each proposal. The Selection Committee was comprised of the following staff:

Technical Proposal Review and Interview Evaluators:
Assistant City Manager
Management Analyst, Economic Development Division
Accounting Manager, Finance Department
The City’s current consultant also participated in the interview phase. They were present to provide feedback and insight but did not provide scores for the evaluation.

Item: 10
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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. A firm must receive an average of 60 points (60%) or higher, in the Technical Review phase to move on to the Qualifications Interview phase. All four firms scored at least a 60-point average score from the Technical Proposal Review. The results of the Technical Review phase are summarized in Table 1 below.

Table 1: Technical Review Phase Scoring
Firm Technical Review Rater Total
1 2 3
CivicStone 84 86.5 80 83.5
GRC 65 86 82.8 77.92
Housing
Programs
84 96.5 84.8 88.42
Willdan 73.5 75.5 76.3 75.08
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. All four firms were invited to an interview.

Interviews were conducted April 28 and April 29, 2026. Following the Qualifications Interviews and subsequent scoring by the Selection Committee, the Purchasing Coordinator reviewed the cost proposals. The Qualifications Interview and Cost Proposal Evaluation phase scoring is reflected in Table 2.

Table 2: Qualifications Interviews and Cost Proposal Review Phase Scoring Firm Technical Review Rater Total
1 2 3
CivicStone 170 153.2 154.4 159.2
GRC 200 189.6 177.6 189.07
Housing
Programs
137.8 129.8 133 133.53
Willdan 115.2 113.6 125.2 118
Including the cost proposal component, GRC received the highest ranking in the proposal review process. Table 3 shows the total cost for the firms that made it to the Qualifications Interview and Cost Proposal Evaluation phase.

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Table 3: Proposed Compensation
Firm Total Compensation
CivicStone $134,700
GRC $101,520
Housing Programs $243,750
Willdan $330,787.50
Recommended Consultant - GRC
GRC is a multidisciplinary firm with three decades of experience in assisting California communities with planning for affordable homes, sustainable growth and economic vitality. GRC is distinguished by its expertise in all facets of the planning process, from comprehensive, long-range community planning to the development and implementation of specific programs and projects. GRC has decades of experience in land use, environmental review, housing, economic development and real estate, as well as in increasingly important topics such as climate policy and healthy communities.

Staff believe the firm’s allocation of resources, related experience, and project management team differentiated GRC from other consultants. Staff conducted a reference check with other agencies that have contracted with GRC and found the reference check to be positive and overall indicative of an effective and useful service offering.

Scope of Work
The selected consultant would implement the full life-cycle of the Program, including but not limited to:
Administer the City’s Housing Rehabilitation Loan Program and Paint Grant Program funded through Community Development Block Grant (CDBG) and Housing Authority funds.
Conduct applicant intake and eligibility verification, including review of income documentation, tax returns, employment information, asset verification, property ownership, and creditworthiness. Coordinate and manage rehabilitation and paint projects, including property inspections, preparation of work specifications and cost estimates, contractor coordination, lead-based paint testing coordination, construction oversight, and project close-out.
Prepare and process all required loan and grant documentation, including loan agreements, promissory notes, deeds of trust, contractor agreements, escrow coordination, and related compliance documentation.

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Maintain all federally required records and reporting documentation related to CDBG funding, including demographic reporting, expenditure tracking, reimbursement documentation, and residency verification. Coordinate with City staff, contractors, homeowners, loan committees, escrow providers, and portfolio management firms to ensure timely and compliant program implementation.
Conduct outreach and promotion activities to increase participation in the Program and assist homeowners throughout the application and construction process.
Provide ongoing administration of previously issued rehabilitation loans, including repayment processing and subordinations.
Ensure responsive customer service by returning applicant and participant inquiries within 48 hours and maintaining professional communication with all stakeholders.

Proposed Agreement
Staff recommend the City Council award the proposed Agreement to GRC with a compensation amount of $110,000. The additional compensation amount included in the Proposed Agreement can be attributed to the unknown amount of loan repayments the City may receive in any given year. This would be in excess of the anticipated work used by proposers to craft cost proposals and provides sufficient contingency in case there are more loan repayments than anticipated.

The proposed Agreement was prepared by Economic Development staff and has been reviewed by the City Attorney and approved as to form. The term of the proposed Agreement is for three-years with two optional one-year extensions.

FISCAL IMPACT:

Consulting services provided under the proposed Agreement are paid for with Federal CDBG and Housing Authority funds. The proposed Agreement would include a total compensation amount of $110,000. The compensation would cover the projected costs associated with providing Program consulting services.

CDBG funding is provided annually by HUD. As outlined in the previously adopted 2025-2027 Operating Budget, appropriations approved by the City Council for FY 2026-27 include expenditures consistent with the approved FY 2026-27 Annual Action Plan.

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ATTACHMENTS:

1. Attachment 1 – Reference Check for GRC Associates, Inc.

2. Attachment 2 – Proposed Agreement for Housing Rehabilitation Loan and Paint Grant Program Consulting Services
Initiated By: Hope Hairrell, Management Analyst
Submitted By: Keith Neves, Assistant City Manager
Approved By: Debra Rose, City Manager
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ATTACHMENT 1
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Reference Check for GRC Associates. Inc.

Affordable Housing Consulting Services
1 of 2

Contact 1
City of Fullerton, CA
Contact 2
City of Huntington Beach, CA
Contact 3
City of Jurupa Valley, CA
# Questions Response Response Response
1 What were the services
performed?

He prepares our home improvement
project write-ups, reviews cost estimates
as needed, and conducts HQS (Housing
Quality Standards) inspections.

… worked on over 100 grants and loans in past 6
years in HB … Rehab loan/grant program activities
incudes being the liaison between City and owner
receiving loan or grant, file management, inspections,
prepares write-up of proposed construction
improvements, verification of income, prepare BID
packages for contractors, work with owner in selecting
a contractor, the liaison between escrow company
and City, and documents all completed construction
activities …

The firm provided professional consulting and
project management services related to the
administration and implementation of
Community Development Block Grant (CDBG)
programs and projects. Services included
regulatory compliance support, environmental
review coordination, project oversight,
reporting, HUD-related guidance, grant
administration, and assistance with program
implementation and monitoring requirements.

2 How would you rate the quality
of work? Scale
1‐5: 1 Poor, 2 Ok, 3 Good,
4 Very Good, 5 Excellent

5 Excellent

… 5 Excellent …

5 – Excellent
The quality of work was consistently excellent.

The firm demonstrated extensive knowledge of
CDBG requirements and provided organized,
thorough, and reliable support throughout the
engagement.

3 Were there any delays or
deviations from the firms'
workplan? If so, what caused
them?

None

… None, that I could recall; only weather-related
delays or deviations … and if there was any, Robert
would certainly notify City staff in writing of any delays or modifications and get City approval (if needed) first before proceeding with a project if there were an issue …

No significant delays or deviations attributable
to the firm occurred during the course of the
work. Any schedule adjustments were generally
related to external agency review timelines,
project changes, or evolving regulatory
requirements, and the firm remained responsive
and adaptable throughout the process.

4 Did the firm meet all
deadlines?

Yes

… yes, only projects that were out of his control were
delayed (e.g., weather-related or contractor issue)

Yes. The firm consistently met deadlines and
maintained strong project management
practices to ensure timely completion of
deliverables and reporting requirements.

5 Was regular communication
satisfactory?

Yes

… absolutely, monthly meeting to go over the City’s
waiting list and determine the next grant/loan recipient … constant email updates once a project begins …

Yes. Communication was professional,
responsive, and proactive. The firm maintained
regular contact with staff, provided timely
updates, and was readily available to address
questions or concerns as they arose.

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Reference Check for GRC Associates. Inc.

Affordable Housing Consulting Services
2 of 2

Contact 1
City of Fullerton, CA
Contact 2
City of Huntington Beach, CA
Contact 3
City of Jurupa Valley, CA
# Questions Response Response Response

6 How would you rate the firm’s
approach and performance
when interacting with
community stakeholders
including elected officials
(Council Members) and
public stakeholders? Scale
1‐5: 1 Poor, 2 Ok, 3 Good, 4
Very Good, 5 Excellent

5 Excellent, While he has not had
significant interaction with elected officials,
he has built excellent rapport with
homeowners and consistently
demonstrates strong interpersonal and
customer service skills.

… 5 Excellent … in HB, GRC has little interaction with
Council members or other public officials … Robert is
very professional with an amazing demeanor to handle
any interaction; his work with seniors and low income
households is very respectful and truly appreciated by
the individuals involved in the loan/grant program …

5 – Excellent
The firm interacted professionally and
effectively with City staff, elected officials, public
stakeholders, and community members. They
demonstrated strong communication skills,
professionalism, and an ability to clearly explain
complex regulatory and project-related
information.

7 Would you consider using this
firm for future
projects/services?

Yes

… most definitely would hire GRC in the future …

Yes, absolutely. I would strongly consider using
the firm again for future CDBG-related services
and project administration support.

8 Do you have any additional
comments or information
regarding your experience
with the firm?

They are reliable, transparent, and easy to
work with. They consistently respond to
questions in a timely manner and maintain
a professional, approachable demeanor.

… None …

The firm has been an outstanding partner and
resource throughout the administration of
CDBG projects and programs. Their knowledge
of HUD regulations and grant compliance
requirements has been extremely valuable, and
they consistently demonstrated professionalism,
responsiveness, and attention to detail. They
work collaboratively with staff and stakeholders,
remain solutions-oriented when challenges
arise, and can be relied upon to effectively
manage complex regulatory processes. I would
confidently recommend their services to other
public agencies seeking experienced and
dependable CDBG administration support.

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ATTACHMENT 2
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HOUSING REHABILITATION LOAN AND PAINT GRANT PROGRAM

CONSULTING SERVICES
(2026-064)

City of Lake Forest
100 Civic Center Dr.

Lake Forest, CA 92630

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City of Lake Forest
Professional Consultant Services Agreement
Housing Rehabilitation Loan and Paint Grant Program Consulting Services
I. PARTIES AND DATE. ................................ ................................ ..............

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

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

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

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

VI. EXHIBIT "A-I" - FEDERALLY REQUIRED PROVISIONS FOR SERVICES ........

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

VIII. EXHIBIT "C" - COMPENSATION ................................ ..............................

IX. EXHIBIT "D" - INSURANCE REQUIREMENTS ................................ ...........

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Title: Housing Rehabilitation Loan and Paint Grant Program 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 GRC Associates, Inc., a CaliforniaCorporation (Inc.) , with its principal place of business at 8060 Florence Ave., Suite 303, Downey, CA 90240 (“Consultant”). City and Consultant are sometimes individually referred to herein as “Party” and collectively as “Parties.” Docusign Envelope ID: AC8D8CEA-198B-8C37-8206-9A20B0EE3601 Item: 10
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Title: Housing Rehabilitation Loan and Paint Grant Program Consulting Services 4 2. RECITALS.

2.1. Consultant.

Consultant desires to perform and assume responsibility for the provision of certain professional Housing Rehabilitation Loan and Paint Grant Program 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 Housing Rehabilitation Loan and Paint Grant Program 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 Housing Rehabilitation Loan and Paint Grant Program consulting services for the Housing Rehabilitation Loan Program and Neighborhood Paint Pride Program project ("Project") as set forth in this Agreement.

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Title: Housing Rehabilitation Loan and Paint Grant Program Consulting Services 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 Housing Rehabilitation Loan and Paint Grant Program 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. Additionally, Consultant shall comply with all Federal requirements applicable to the Services as set forth in Exhibit “A-I.”

3.1.2 Term. The term of this Agreement shall be from July 1, 2026 to June 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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Title: Housing Rehabilitation Loan and Paint Grant Program Consulting Services 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: Robert G. Vasquez, President, and William R. Kuntz, Associate.

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

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

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

3.2.8 Standard of Care; Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subconsultants shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subconsultants have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. Any employee of the Consultant or its sub-consultants who is determined by the City to be uncooperative, incompetent, a threat to the Docusign Envelope ID: AC8D8CEA-198B-8C37-8206-9A20B0EE3601 Item: 10
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Title: Housing Rehabilitation Loan and Paint Grant Program Consulting Services 7 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: AC8D8CEA-198B-8C37-8206-9A20B0EE3601 Item: 10
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Title: Housing Rehabilitation Loan and Paint Grant Program Consulting Services 8 municipality, drainage district, or other local agency with jurisdiction over the location where the Services are to be conducted, regulating water quality and storm water discharges.

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

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

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

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

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Title: Housing Rehabilitation Loan and Paint Grant Program Consulting Services 9 3.3. Fees and Payments.

3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "C" attached hereto and incorporated herein by reference. The total compensation shall not exceed ONE HUNDRED TEN THOUSAND DOLLARS ($110,000.00) 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. Since the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if 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: AC8D8CEA-198B-8C37-8206-9A20B0EE3601 Item: 10
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Title: Housing Rehabilitation Loan and Paint Grant Program Consulting Services 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: GRC Associates, Inc.
8060 Florence Ave., Suite 303
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Title: Housing Rehabilitation Loan and Paint Grant Program Consulting Services 11 Downey, CA 90240
ATTN: Robert G. Vasquez, President, and William R.

Kuntz, Associate
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 Docusign Envelope ID: AC8D8CEA-198B-8C37-8206-9A20B0EE3601 Item: 10
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Title: Housing Rehabilitation Loan and Paint Grant Program Consulting Services 12 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), 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.

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Title: Housing Rehabilitation Loan and Paint Grant Program Consulting Services 13 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. 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.

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Title: Housing Rehabilitation Loan and Paint Grant Program Consulting Services 14 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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Title: Housing Rehabilitation Loan and Paint Grant Program Consulting Services 15 4. SIGNATURES.

4.1. SIGNATURES
CITY OF LAKE FOREST GRC Associates, Inc.

By: [AUTHORIZED CITY SIGNATURE]

Robert Pequeño
Mayor
By: [VENDOR SIGNATURE 1]

Robert G. Vasquez
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]

Robert G. Vasquez
Secretary (Corporation or LLC)
APPROVED AS TO FORM:

By: [CITY ATTORNEY SIGNATURE]

Best Best & Krieger LLP
City Attorney

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Title: Housing Rehabilitation Loan and Paint Grant Program Consulting Services 16 4.2. SIGNATURES.

LAKE FOREST HOUSING AUTHORITY GRC Associates, Inc.

By: [AUTHORIZED CITY SIGNATURE]

Robert Pequeño
Chair
By: [VENDOR SIGNATURE 1]

Robert G. Vasquez
President
[If Corporation, TWO SIGNATURES,
President OR Vice President AND Secretary
OR Treasurer REQUIRED]
ATTEST:

By: [CITY CLERK SIGNATURE]

Thy Merritt
Authority Secretary
By: [VENDOR SIGNATURE 2]

Robert G. Vasquez
Secretary (Corporation or LLC)
APPROVED AS TO FORM:

By: [CITY ATTORNEY SIGNATURE]

Best Best & Krieger LLP
Authority Counsel

[CONTRACT ADMINISTRATOR APPROVAL]
[PROJECT MANAGER APPROVAL
[CONTRACT ADMINISTRATOR APPROVAL]
]
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Title: Housing Rehabilitation Loan and Paint Grant Program Consulting Services 17 5. EXHIBIT "A" SCOPE OF SERVICES

5.1. EXHIBIT "A" SCOPE OF SERVICES
Consultant shall provide the following Housing Rehabilitation Loan and Paint Grant Program professional consulting services relative to the City's Housing Rehabilitation Loan Program and Neighborhood Paint Pride Program project.

The consultant shall provide program implementation services for the two programs listed below:

1. Housing Rehabilitation Loan Program ("Loan Program") The Loan Program assists income-qualified homeowners with zero-percent deferred interest loans for conventional single-family homes, condominiums, and mobile/manufactured homes. The zero- interest deferred loans require no monthly payments, and total loan repayment is due at the time of sale, no longer living in property, or transfer of title. Currently, mobile/manufactured homeowners are eligible to receive up to $25,000, and conventional single-family homeowners are eligible for up to $40,000. The Loan Program may be modified to increase maximum amounts during the contract term. Such action shall not constitute a basis for an amendment to the contract. An estimated 8 -12 loans are issued each year. The Loan Program is typically funded with annual Federal Community Development Block Grant (CDBG) allocations and program income (loan repayments) and is subject to City Council funding approval on an annual basis. Program funding is not guaranteed and may be increased, reduced, or eliminated annually. Program implementation services include, but shall not be limited to, the following:

1. Program Coordination

1. Documentation of the income level, ethnicity, race, female head of households, household size, age of persons, and/or households participating in or benefiting from the City's program.

2. Documentation of the number of persons and/or households participating in or benefiting from the City's program.

3. Documentation of all CDBG funds expended for the program.

4. Other program administration-related records as may be required by the City.

5. Assist with promotion of the program to increase participation.

6. Provide periodic assessment of the program and communicate possible ways to improve it.

7. Inform and respond to staff inquiries and keep assigned City staff informed as to the program implementation.

8. Coordinate Loan Committee meetings with committee members. Prepare loan applications for review, provide an overview of application material and description of work to be done, discuss the City's risk assessment for the proposed loan and provide recommendations for loan approvals or denials.

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Title: Housing Rehabilitation Loan and Paint Grant Program Consulting Services 18 9. Provide annual approved loan and paint grant information for each fiscal year.

10. Provide bi-annual residency verification for all loan recipients.

11. Provide courteous and timely service to program participants. Calls from program applicants/participants shall be returned within 48 hours.

12. Provide professional service in a manner that reflects positively for the program.

2. Applicant Eligibility

1. Pursuant to applicable federal and local regulations, review loan applications to determine the following:

2. Applicant's financial and eligibility status: analyze tax returns, household composition, and employment history, paystubs, confirm ownership status.

3. Obtain and evaluate asset verifications regarding savings, checking, certificates of deposit, stocks, and bonds, and retirement funds.

4. Applicant's creditworthiness: evaluate credit report, title, and appraisal (when necessary).

Determine debt-to-income ratio and equity in property.

5. Order the appropriate forms, reports, appraisals, or records as necessary to determine the above (i.e., Policy of Insurance of Record Title, PIRT, for each project involving real estate).

3. Preparation of Work Specifications, Cost Estimates, Inspection Services, and Construction Management.

1. Conduct property inspections to identify work items to bring property into conformance with City's rehabilitation standards. Provide photos.

2. Preparation of work write-up accurately describing necessary repairs and improvements, including a cost estimate.

3. Set-up lead-based paint testing, as appropriate, with a professional testing company under contract with City; arrange for testing with homeowners and stay in contact with homeowners as necessary.

4. Evaluate bids submitted by contractors in relation to cost estimates.

5. Ensure the general contractor and any subcontractors are licensed by the California State Contractors Licensing Board and System for Award Management (“SAM”), and that contractor is properly insured and provides verification.

6. Conduct a pre-construction meeting as necessary to review all anticipated work with all interested parties and complete all necessary agreements between parties and City- approved forms.

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Title: Housing Rehabilitation Loan and Paint Grant Program Consulting Services 19 4. Preparation of all required Loan Documents and Contracts on forms approved by City, including but not limited to:

1. Promissory Note;

2. Notice of Right to Cancel (Notice of Rescission);

3. Loan Agreement;

4. Truth in Lending;

5. Control Instructions;

6. Fair Lending Notice;

7. Single Family Residence:

1. Single Family Home Deed of Trust and Request for Notice will be sent to Orange County Recorder for recordation.

8. Mobile home: The mobile home documents will be sent to the Orange County Department of Housing & Community Development (HCD) for recordation; Security Agreement, Statement to Encumber, Power of Attorney;

9. Construction contract;

10. Additional/other documents as required by the City.

5. Coordinate with firms under contract to the City providing Housing Rehabilitation Loan Portfolio Management Services and Fund Disbursement Services as necessary, including review and approval of invoices for such services.

6. Fund Control/Disbursement and Project Completion/Close-Out

1. Coordinate with the City to set up loan/escrow account;

2. When applicable, progress payments must be preceded by conducting on-site, not drive-by inspections of the rehabilitation work and preparing progress payment forms authorizing issuance of payment to contractor, executed by the owner;

3. Secure all necessary sign-off documents before obtaining homeowners authorization for final payment:

1. Require that contractor complete work in accordance with the bid and the approved work schedule.

2. Conduct a final on-site, not drive-by inspection of property and provide documentation (take photos) of results of inspection indicating that final inspection has been conducted.

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Title: Housing Rehabilitation Loan and Paint Grant Program Consulting Services 20 3. Provide documentation (take photos) that sign-off on permits for roofing, plumbing, electrical, etc. has been verified.

4. Obtain City’s materials and lien release signed by contractor.

4. Obtain homeowner authorization to disburse payments.

5. At City Hall, maintain accurate accounting records of all loan disbursements and current account balances and execute close out of case by ensuring that the permanent file contains complete documentation and accurate records which comply with federal reporting requirements;

6. Upon project completion, obtain a notice of completion signed by the property owner for each contractor.

7. In addition, to administering new Loan Program loans, the consultant shall be responsible for the ongoing administration of previously issued loans and loan repayment processing and subordinations.

2. Paint Grant Program (“Paint Program”)
The Paint Program assists qualified homeowners with the exterior painting of their homes. Grant recipients are selected on a first-come first-serve basis. The Paint Program is funded with annual Federal Community Development Block Grant (CDBG) allocations and is subject to City Council funding approval on an annual basis. Currently, mobile/manufactured homeowners are eligible to receive up to $7,000, and conventional signal-family homeowners are eligible for up to $12,000. Program funding is not guaranteed and may be increased, reduced, or eliminated annually. Depending upon funding availability, an estimated 4-6 homes are painted each year. Homes are painted by professional paint contractors selected by each homeowner. Consultant services shall include:

1. Public outreach, in coordination with City staff and using various City communication channels, as appropriate, to promote the program and solicit Paint Program grant applications.

2. Obtain and verify the following information from homeowners:

1. Tax returns for prior two years, bank statements, pay stubs, and other supporting documentation to ensure income qualification;

2. Copy of title/ownership or grant deeds. If individuals other than the applicant are on title, research and verify that they do not contribute to household income to verify income eligibility for the grant. Obtain certification of non-contribution;

3. Secure commitment and participation of homeowners; obtain waiver documentation.

3. Work with homeowners on selection of paint colors for walls and trim.

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Title: Housing Rehabilitation Loan and Paint Grant Program Consulting Services 21 4. Set-up lead-based paint testing, as appropriate, with professional testing company under contract to the City; arrange for testing with homeowners and notify homeowners as appropriate.

5. Coordinate with paint and termite contractor regarding cost of preparation and painting of homes.

6. Prepare files for project and correspondence to each homeowner regarding project.

7. Take before and after photographs of each home and maintain them as a file record.

8. Supervise activities and ensure clean-up by paint contractor after completion of painting and provide payment forms signed by owner.

9. Upon project completion, obtain a notice of completion signed by the owner for each contractor.

10. Upon project completion, obtain the City’s release from each contractor.

11. Maintain the following records and reports to assist the City in complying with its record- keeping requirements.

1. Documentation of the income level, ethnicity, and age of persons and/or households participating in or benefiting from the City's program;

2. Documentation of the number of persons and/or households participating in or benefiting from the City's program;

3. Documentation of all funds expended for the program;

4. Documentation of expenses as identified in reimbursement requests;

5. Documentation of how and when a determination was made as to the eligibility status of persons assisted, and

6. Any such other related records as the City shall require.

12. Inform and respond to issues identified by staff and review documents for signature.

13. Provide courteous and timely service to program participants. Calls from program applicants/participants shall be returned within 48 hours.

14. Provide professional service in a manner that reflects positively for the program.

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Title: Housing Rehabilitation Loan and Paint Grant Program Consulting Services 22 6. EXHIBIT "A-I" - FEDERALLY REQUIRED PROVISIONS FOR SERVICES

6.1. EXHIBIT "A-I" - FEDERALLY REQUIRED PROVISIONS FOR MAINTENANCE

SERVICES

3.1. Federally Required Provisions
Byrd Anti-Lobbying Amendment (31 U.S.C. 1352)–Contractors that apply or bid for an award exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining and Federal award. Such disclosures are forwarded from tier to tier up to the non-Federal award.

Debarment and Suspension (executive Orders 12549 and 12689) – A contract award (see 2 CFR 180.220) must not be made to parties listed on the governmentwide exclusions in the System for Award management (SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235), “Debarment and Suspension.” SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive order 12549.

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Title: Housing Rehabilitation Loan and Paint Grant Program Consulting Services 23 7. EXHIBIT "B" - SCHEDULE OF SERVICES

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

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Title: Housing Rehabilitation Loan and Paint Grant Program Consulting Services 24 8. EXHIBIT "C" - COMPENSATION

8.1. EXHIBIT "C" - COMPENSATION
Consultant shall be paid for services in accordance with Section 3.3 of the Agreement and as described above under Exhibit “A” Scope of Services and the not to exceed fee of ONE HUNDRED TEN THOUSAND DOLLARS ($110,000.00).

Housing Rehabilitation Loan Program ("Loan Program")
Positions
Initial Term
(Years 1-3)
(Subject to Amendments exercising optional
one-year extensions per Section 3.1.2 of the
Agreement)
Hourly Rate(Year 4) Hourly Rate(Year 5)
Program Manager $140 $140 $140 $140 $140
Associate $100 $100 $100 $100 $100

Paint Grant Program (“Paint Program”)
Positions
Initial Term
(Years 1-3)
(Subject to Amendments exercising optional
one-year extensions per Section 3.1.2 of the
Agreement)
Hourly Rate(Year 4) Hourly Rate(Year 5)
Program Manager $140 $140 $140 $140 $140
Associate $100 $100 $100 $100 $100

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Title: Housing Rehabilitation Loan and Paint Grant Program Consulting Services 25 9. EXHIBIT "D" - INSURANCE REQUIREMENTS

9.1. EXHIBIT "D" - INSURANCE REQUIREMENTS

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

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

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

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Title: Housing Rehabilitation Loan and Paint Grant Program Consulting Services 26 (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: AC8D8CEA-198B-8C37-8206-9A20B0EE3601 Item: 10
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Title: Housing Rehabilitation Loan and Paint Grant Program Consulting Services 27 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: AC8D8CEA-198B-8C37-8206-9A20B0EE3601 Item: 10
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Title: Housing Rehabilitation Loan and Paint Grant Program Consulting Services 28 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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CITY COUNCIL AGENDA REPORT
MEETING DATE: 06/16/2026
DEPARTMENT: Public Works
SUBJECT:

AWARD OF CONTRACT FOR ASSET MANAGEMENT / WORK ORDER

SOFTWARE AND RELATED SERVICES
RECOMMENDED ACTION(S):

1. Approve a Software License and Services Agreement with Data Transfer Solutions, LLC., in the amount of $322,950.

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

EXECUTIVE SUMMARY:

The City has developed a comprehensive Asset Management Program to support long-term infrastructure planning, lifecycle forecasting, and maintenance management of City-owned assets. In accordance with Strategic Plan Initiative SP# 24, the next phase of the program is the implementation of an Asset Management / Work Order software system to provide the necessary tools for ongoing asset lifecycle management.

The City issued a competitive Request for Proposals (“RFP”) on December 1, 2025, to solicit proposals for enterprise asset management and work order software services. Fifteen proposals were received and evaluated through a structured review process that included technical evaluation, vendor interviews and demonstrations, and cost proposal review. Based on the results of the evaluation process, Data Transfer Solutions, LLC. (“DTS”) received the highest overall score. Staff recommend awarding a Software License and Services Agreement (“Agreement”) to Data Transfer Solutions, LLC., in the amount of $322,950 to provide the VUEWorks asset management and work order software platform, including implementation, training, and ongoing software licensing services for a term of five years.

The Agreement was prepared by the vendor according to its standard software license terms and has been reviewed and approved as to form by the City Attorney. Sufficient funds for the first year of the Agreement are available in the 2025-2027 Operating Budget.

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BACKGROUND:

The City has undertaken a multi-year effort to establish a comprehensive Asset Management Program. This program supports the City’s ongoing commitment to maintain public assets in a safe, reliable, and financially sustainable manner. It aligns capital investment planning with adopted financial reserve policies and long-term fiscal strategies.

On February 1, 2022, the City Council approved a Professional Services Agreement with Kayuga Solutions for development of the City’s Asset Management Plan (“AMP”). These services established standardized asset inventories, developed condition assessment protocols, and established lifecycle forecasting models to estimate future capital replacement needs.

During Fiscal Year 2024–25, City staff incorporated asset management data into existing workflows. This included the use of asset data as a key component of Capital and Operating Budget preparation and maintenance planning. While the AMP established the initial dataset and forecasting for long-term infrastructure needs, the City identified the need for an enterprise-level asset management and work order platform to support day-to-day asset tracking, maintenance management, and ongoing data updates.

In Fiscal Year 2025-26, the City initiated and completed an Asset Management Field Workflows Pilot Project utilizing the City’s existing ArcGIS Online platform to develop and test a work order system utilized by the City’s contractors. The objective of the pilot project was to develop requirements for a future enterprise system.

DISCUSSION:

Strategic Plan Initiative SP #24 involves the implementation of an Asset Management/ Work Order System. This system would help manage asset records, track maintenance history, and update condition information to update and maintain asset lifecycle forecasting models, ensuring their long-term value.

Request for Proposals
On November 25, 2025, the City Manager approved an RFP to evaluate enterprise asset management and work order software solutions capable of integrating asset inventories, maintenance tracking, and work order management functions into a single solution. The RFP was structured to solicit an off-the-shelf, software-as-a-service (“SaaS”) asset management and work order system capable of supporting enterprise-level infrastructure maintenance activities. In Item: 11
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addition to core software capabilities, the solicitation included requirements for system configuration, staff training, testing, and post-implementation support services to ensure successful deployment and long-term usability of the system.

The system would be cloud-based and would not require hosting on the City’s servers.

Consistent with the City’s Purchasing and Contracting Guidelines (“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 included the following staff:
Director of Public Works/City Engineer
Assistant Director of Finance
Senior Management Analyst, Public Works
The RFP was released on December 1, 2025, and resulted in 15 submittals. The Selection Committee evaluated the proposals using a structured review process that included verification of mandatory requirements, qualitative scoring of technical proposals and qualifications, and formal interviews of shortlisted firms.

Proposers that achieved a minimum passing score of 60 percent on the technical evaluation were eligible to advance to the interview phase. The results of the technical evaluation are summarized in Table 1 below.

Table 1: Technical Evaluation
Vendor Evaluator 1 Evaluator 2 Evaluator 3 Total Score
OpenGov, Inc. 61 60 96.5 72.5
AssetWorks Inc 63.5 62.5 85 70.33
PSD Citywide Inc. 72.5 69 68.5 70
Data Transfer Solutions, LLC. 75 68 60 67.67
DCSE Inc. 72.5 62.5 60 65
AtomAI Solutions Inc. 70 67.5 50.5 62.67
RICEFW Technologies Inc 49 50 42 47
Carahsoft Technology Corporation 40 57 42.5 46.5
Clovity Inc 45 44.5 46 45.17
Locus Technologies 47 50 37.5 44.83
Maintstar 40 46 39.5 41.83
ZPROCIS SOLUTIONS INC. 40 43 33 38.67
Beowulf AI 40 42.5 12 31.5
Concourse Tech Inc.1 0 0 0 0
Interesting Interests Inc. 1 0 0 0 0
1Non-responsive submittal
Six firms received a sufficient score to proceed to the interview phase: OpenGov, AssetWorks, PSD Citywide, Data Transfer Solutions, DCSE, and AtomAI Item: 11
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Solutions. The interview phase included structured questions and a guided demonstration of the software on desktop and mobile devices. The scoring for the interview phase and cost proposal scoring, is summarized in Table 2 below.

Table 2: Qualifications Evaluation Phase
Vendor Evaluator 1 Evaluator 2 Evaluator 3 Total Score
Data Transfer Solutions,
LLC. 171 162 191 174.67
OpenGov, Inc. 178 148 140 155.33
PSD Citywide Inc. 131 147 114 130.67
AtomAI Solutions Inc. 142 142 105 129.67
DCSE Inc. 104 152 106 120.67
AssetWorks Inc 100 118 111 109.67
As part of the procurement process, all firms participating in the interview phase were offered the opportunity to submit a revised cost proposal following the interview. The final cost proposals were used in the cost evaluation segment and are summarized in Table 3 below.

Table 3: Cost Proposal Totals
Vendor Year 1 Year 2 Year 3 Total
AssetWorks Inc $190,508.00 $58,998.00 $61,948.00 $311,454.00 AtomAI Solutions Inc. $125,000.00 $40,000.00 $45,000.00 $210,000.00 Data Transfer Solutions, LLC. $155,350.00 $41,900.00 $41,900.00 $239,150.00 OpenGov, Inc. $156,454.32 $80,760.04 $84,798.05 $322,012.41 PSD $107,100.00 $47,250.00 $49,613.00 $203,963.00
DCSE $166,598.92 $31,800.00 $33,708.00 $232,106.92
Based on the technical review, interview/demonstration, and cost proposal evaluation, Data Transfer Solutions, LLC. received the highest score and is the recommended firm. The RFP requested cost proposals for three years, as software vendors typically do not like to price out beyond a three-year term. The three-year term was used for the cost proposal evaluation. However, DTS was the only firm that not only provided costs for years four and five but also proposed zero cost escalation across the five years.

Data Transfer Solutions, LLC. (“VUEWorks”)
DTS proposed the VUEWorks software platform to meet the City’s enterprise Asset Management/Work Order needs. VUEWorks is a scalable software platform available via web browser and mobile device application. The platform meets or exceeds the required key functional objectives, facilitates utilization by external contractors, is flexible and scalable to allow the system to grow as the City’s use case matures over time, and offers high leverage capabilities for data, Item: 11
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work, and asset management. The system’s flexibility and scalability are particular advantages for the City as staff will be able to facilitate workflows specific to each contractor’s technical capabilities, work requirements, and data collected. The software is also designed to directly integrate with ArcGIS services, allowing the City unrestricted access to all system data.

The total cost of VUEWorks in the first year is $155,350 and consists of $113,450 for implementation and training, and $41,900 for the software license fee.

Thereafter, the license cost is $41,900 annually. DTS has committed to a fixed annual license cost for the five-year term. Based on the three-year pricing relative to the other vendors, the pricing provided by DTS is competitive. With DTS committing to maintain fixed pricing for years four and five, staff recommend awarding a five-year contract term. The total value of the proposed Agreement is $322,950 (Attachment 1).

Table 4: Cost Summary
Description Amount
Implementation and Training $113,450
Annual Software License $41,900
First-Year Total $155,350
Years 2–5 Annual License Cost $41,900 annually
Total Proposed Agreement Value (5 Years) $322,950
Staff conducted reference checks (Attachment 2) and received solid feedback from municipal users, including the Port of Long Beach. References shared positive ratings of both the software itself, and the quality of services received from DTS.

The software platform will provide the tools necessary to maintain asset datasets, track maintenance activities, and support ongoing lifecycle planning.

Implementation of an enterprise asset management system will enable City staff to maintain accurate asset information, improve maintenance efficiency, and ensure alignment between day-to-day operational decisions and long-term capital planning strategies. The Agreement was prepared by the vendor and has been reviewed and approved as to form by the City Attorney. Based on the results of the competitive procurement process, staff recommends approving the Agreement with Data Transfer Solutions, LLC.

FISCAL IMPACT:

The total value of the proposed Agreement is $322,950. If approved, the total first year cost would be $155,350 and the recurring annual cost would be $41,900 for years 2-5. Sufficient funds for the first year of the Agreement are available in the Item: 11
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2025-2027 Operating Budget. Funding for subsequent years would be requested as part of the next two-year budget process.

ATTACHMENTS:

1. Software License and Services Agreement with Data Transfer Solutions, LLC.

2. Reference Check
Initiated By: Jonathan Poole, Senior Management Analyst Submitted By: Douglas Erdman, Director of Public Works/City Engineer Approved By: Debra Rose, City Manager
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Attachment 1
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SOFTWARE LICENSE AND SERVICES AGREEMENTThis Software License and Services Agreement (“Agreement”) is entered into as of the Effective Date specified below by and between Data Transfer Solutions, LLC, a Florida limited liability company having its principal place of business at 482 South Keller Road, Suite 300, Orlando, Florida 32810 (“DTS”) and the client specified below (“Client”), whose address is specified below. For good and valuable consideration, DTS and Client agree as follows: This Agreement consists of the following: This cover/signature page (the “Signature Page”);The Order Form(s) attached as Exhibit A hereto and signed by the parties (the “OrderForm(s)”);The Statement(s) of Work attached as Exhibit B hereto and signed by the parties(“Statement(s) of Work”);The terms and conditions attached as Exhibit C hereto (the “Terms and Conditions”); andThe support services terms attached as Exhibit D hereto (the “Support Services Terms”).Each of the above-referenced exhibits are incorporated herein by reference. In the event of a conflict or inconsistency between or among the terms included in the attached Terms and Conditions, this Signature Page, an Order Form, a Statement of Work or the Support Services Terms, the order of precedence shall be: (i) Statement of Work; (ii) Order Form; (iii) Signature Page; (iv) the Terms and Conditions; and (v) the Support Services Terms.Effective Date: _____________Client: City of Lake Forest, CA Address: 100 Civic Center Drive, Lake Forest, CA 92630 Contact Person: Jonathan PooleTelephone Number: (949) 461-3498Fax Number: E-mail: [email protected] Client have any questions concerning this Agreement, or if Client desires to contact DTS for any reason, please contact DTS at [email protected] . The parties, by and through their undersigned duly authorized officers, have signed below to indicate their acceptance of and agreement with the terms of this Agreement:Client: DTS: DATA TRANSFER SOLUTIONS, LLC By: Name: Donna M. HueCITY OF LAKE FOREST, CA By: Name: Title:

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EXHIBIT AORDER FORMThis Order Form (“Order Form”) is entered into by and between Data Transfer Solutions, LLC (“DTS”) and City of Lake Forest, CA (“Client”) subject to the Software License and Services Agreement entered into by and between DTSand Client (the “Agreement”) and shall have an effective date as the Signature Page hereto of this Agreement (“Order Form Effective Date”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement.I. TERM: The initial term for this Order Form (the “Initial Term”) begins on the Order Form Effective Date and shall remain in effect for an initial period of five (5) years thereafter, subject to termination in accordance with the Terms and Conditions[, and shall be automatically extended for successive one (1) year periods (each, a “Renewal Term”) unless either Client or DTS gives the other written notice of termination at least sixty (60) days prior to the end of the Initial Term or any Renewal Term or until terminated in accordance with the provisions of the Terms and Conditions].II. SOFTWARE; SERVICES; FEES: Client hereby orders and purchases from DTS the following software and/or services (collectively, the “Services”) and agrees to pay the applicable fees specified below:Software/Service DescriptionFee DescriptionFee Amount ($US) VUEWorks® Software Perpetual License Technical Support and Maintenance Software Hosting *or X VUEWorks® Software as a Service (SaaS) One-Time License Fee Concurrent User Licenses and VUEWorks application environmentsRecurring Annual Support and Maintenance FeeRecurring Annual Hosting FeeMaximum data storage [20GB]Recurring Annual SaaS fee includes license, technical support and maintenance, and hosting_50_ Concurrent Users 2 VUEWorks application environmentsMaximum data storage [20GB]$___________________$___________________$___________________$_________ 41,900.00Implementation Services:*[Fixed Fee] $___________82,450.00Integration Services*[Fixed Fee] $__________ 18,500.00Training Services*[Fixed Fee] $_________ 12,500.00Other Professional Services*[Fixed Fee] $_______________N/A_Total Fees Due :$__________155,350.00* To be furnished pursuant to the Statement of Work attached hereto, which is incorporated herein by reference.The Software; Services; Fees in Table II. Exclude any administration or assessment fee levied by the client unless expressly stated therein. All amounts in this Agreement are stated exclusive of Value Added Taxes, Sales Taxes, and indirect or turnover taxes. Any such taxes required to be charged will be separately stated on the invoice in addition to the total fees.Payment Terms: The Implementation Fees are due in accordance with the Statement of Work attached hereto, which is incorporated herein by reference. The first installment of the SaaS License Fee is payable upon execution and delivery of the Agreement. Subsequent annual recurring SaaS License fees is due on or before the first day of the applicable year.DTS will invoice Client in advance of the applicable year. Annual SaaS License fee will remain unchanged through year five (5). The maximum annual increase for year 6 and beyond is 5%.

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III. AUTHORIZED USERS:Authorized Users: Users of the following Client entities: City of Lake Forest, CA and its authorized contractorsIV. ADDITIONAL TERMS:N/AThe parties, by and through their duly authorized officers, have signed to indicate their acceptance of the terms of this Order Form on the Signature Page hereto.

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EXHIBIT BSTATEMENT OF WORKThis Statement of Work (“Statement of Work”) by and between Data Transfer Solutions, LLC (“DTS”) and City of Lake Forest, CA (“Client”) pursuant to that certain Software License and Services Agreement entered into by and between DTS and Client (the “Agreement”) and shall have an effective date as of the Signature Page hereto of this Agreement. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement.1.Scope of Implementation, Training and Other Professional Services. The Services to be provided underthis Statement of Work consist of implementation, training and other professional services described below forimplementation and use of the VUEWorks Software by Client and its authorized users as specified in the Order Form:A. Implementation Services: Implementation and configuration of the VUEWorks Software includingthe following:See Attachment A: Scope of WorkB. Training Services: Provision of training materials and training support to Client for use of theVUEWorks Software,See Attachment A: Scope of WorkC. Other Professional Services:See Attachment A: Scope of WorkD. Hosting Services:2.Assumptions.Client will be solely responsible for the provision, accuracy and completeness of all Client Data or otherClient content and shall have obtained and shall maintain all necessary rights to use same and provide same to DTSas necessary for the provision and use of the VUEWorks Software.Any Client-end proprietary software and hardware and any third party licenses or other authorizationsrequired for DTS to access, communicate with, or otherwise use Client-end software or hardware as reasonablynecessary for DTS to provide the VUEWorks Software and for Client to access and use the VUEWorks Software willbe obtained and/or otherwise provided by Client. Client will have installed and made operational any Client-endhardware and software necessary for communication with the VUEWorks Software prior to DTS beginningimplementation.Client is responsible to meet the technical requirements as defined for VUEWorks.Client will provide in a timely manner all necessary access to Client systems and facilities and suchreasonable cooperation to DTS in order for DTS to perform the Services.DTS will perform the Implementation Services and Training Services remotely from its own offices duringits regular business hours.Client will provide a primary contact person to assist in the creation of the implementation plan and tootherwise consult with during the course of the performance of the Statement of Work. This person will be availableas needed through the kick-off and the implementation and test phases. If needed, an additional Client contact will bedesignated who will be authorized to sign for Client at the completion of the phases of the implementation.Client will provide the resources necessary to identify, evaluate and resolve Client-end system, hardware,software or communications problems, which may involve, without limitation, communications facilities, services, Item: 11
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cabling and capacities or Client-end system software/hardware configuration. If a third party vendor of any such Client-end hardware or software is required to perform certain test or configuration functions on such hardware or software, Client will arrange and pay for such assistance by the vendor(s). Any delays caused by Client or its other vendors will be addressed by lengthening the implementation schedule by the period of such delays and/or as otherwise agreed to by the parties.If any of the above-described assumptions are inaccurate, or there is a delay in accomplishing the assumptions or circumstances change, the schedule, duration, scope and other terms of this Statement of Work shall be subject to change. The parties will enter into an amendment to this Statement of Work setting forth the changed terms and any additional applicable fees or other charges.3.Implementation Schedule. See Attachment A: Scope of WorkThe parties, by and through their duly authorized officers, have signed to indicate their acceptance of the terms of this Statement of Work on the Signature Page hereto.

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EXHIBIT C TERMS AND CONDITIONS1. Services. Subject to Client’s payment of the applicable fees and charges and performance of its obligations under the Agreement, DTS agrees to provide the VUEWorks Software, Implementation Services, Training Services and Professional Services (each as defined below) (the VUEWorks Software, Implementation Services, Training Services and Professional Services are sometimes hereinafter collectively referred to as the “Services”). 1.1 VUEWorks Software; Installed Software; Hosted Software. Subject to payment of the applicable fees specified in the Order Form (the “License Fees”) and Client’s compliance the terms and conditions of this Agreement, DTS shall provide to Client, for use by the Client’s authorized users as specified in the applicable Order Form solely for Client’s internal use, access to and use of the software and/or software services described in the applicable Order Form (the “VUEWorks Software”) while the Agreement is in effect. Client acknowledges and agrees that Client’s authorized users shall be limited to Client’s active users and their use of the VUEWorks Software shall be limited to use during the period in which they are employed by Client, unless otherwise approved by DTS in writing. The applicable Order Form will indicate whether the VUEWorks Software or components thereof will be provided for installation on Client systems or devices and/or will be provided as an online software service hosted by DTS or its designated hosting service provider(s) (“Hosted Software”). The VUEWorks Software is licensed to Client on a limited, nonexclusive, non-transferable, non-sublicenseable and revocable basis, and no portion of the VUEWorks Software is sold to Client. All rights not expressly granted to Client hereunder are reserved by DTS. If Client will be given access to use the VUEWorks Software as Hosted Software, DTS shall undertake commercially reasonable efforts to make such Hosted Software available in accordance with the availability standards provided in Exhibit D to the Agreement.

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1.2 Implementation Services. DTS shall provide the implementation services (“Implementation Services”) as specified in the applicable Order Form in accordance with the statement(s) of work (each a “Statement of Work”) accompanying the applicable Order Form. 1.3. Training Services. DTS shall provide the training services (“Training Services”) relating to access and use of the VUEWorks Software specified in the applicable Order Form and Statement of Work. Training Services shall be provided remotely via video conference or remote access to Client’s and/or its authorized users’ computers during DTS’s regular business hours unless otherwise specified in the applicable Order Form. 1.4 Support Services; Other Professional Services. DTS will provide basic support services to Client in accordance with DTS’s standard support procedures to address reported incidents of the VUEWorks Software not being accessible or not performing properly when used by Client’s authorized users in accordance with the Agreement and all applicable documentation. Support services that are made necessary due to improper use, tampering or lack of proper configurations, settings, or other issues attributable to Client-end hardware, software or connectivity or otherwise not relating to issues with the DTS systems or the VUEWorks Software shall be chargeable by DTS and shall be paid for by Client at DTS’s then current service rates unless otherwise agreed to by DTS. Unless otherwise agreed to by the parties in an Order Form or Statement of Work, DTS shall have no obligation or responsibility with respect to maintenance, repair or support of any software or hardware not supplied by DTS. Except as expressly provided otherwise in the applicable Order Form, it shall be Client’s and its authorized users’ sole responsibility to maintain their own system security and protect their data, including virus protection, data backup and reasonable security procedures. DTS will also provide to Client other professional services (“Professional Services”) as Client may request from time to time, subject to the parties agreeing on the terms for such Professional Services, which shall be set forth in the applicable Order Form and Statement of Work. All Professional Services will be billed on a time and materials basis unless otherwise agreed to by the parties. The Statement of Work shall describe the project assumptions, specifications, scope, work plan, responsibilities, duration and fees for such Professional Services. DTS may subcontract all or a portion of the Professional Services to a qualified third party. In recognition that DTS’s personnel may perform similar services for third parties, nothing in the Agreement or a Statement of Work shall be deemed to prevent DTS from providing services or developing materials that may be perceived as competitive with those developed or provided hereunder. 1.5 Data Maintenance. If Client is purchasing rights to access the VUEWorks Software as Hosted Software, Client shall deliver to DTS Client Data, in a format specified by DTS. The total amount of Client Data is limited to the Client Data Amount set forth in this agreement. Client may request that DTS provide services to update Client Data. DTS shall invoice Client for such requested services at its then current data maintenance rates (the “Data Maintenance”).“Client Data” means Client’s VUEWorks Software database files and all other electronic content and data stored on DTS’s computers for use by Client with the VUEWorks Software. The amount of Client Data to be stored shall be measured in bytes and be limited to the amount of disk space provided in this agreement. Procedures by which Client may store and access Client Data via DTS’s servers shall be limited to the use of the Hosted Software. Client acknowledges that DTS shall have no obligation to return to Client any Client Data if Client has not paid all amounts due hereunder or does not comply with the notice procedure with respect to the return of Client Data set forth hereunder. 1.6 Exclusions from the Service. The Services do not include, and DTS shall not be responsible for, the following in the provision of the VUEWorks Software, other than the Implementation Services described in the Order Form(s) and Statement(s) of Work to the Agreement: (a) the provision of Client or User-end hardware or non-DTS software required for access to and use of the VUEWorks Software via the Internet, or any Professional Services required to manage such hardware and non-DTS software; (b) services to modify or extend the scope of the VUEWorks Software; (c) assistance to resolve VUEWorks Software problems or errors that are not within the scope of the support services as described in DTS’s standard support terms; (d) modification to the VUEWorks Software configuration, including without limitation, the following: (i) modification to the connectivity configuration for on-premise and cloud-based applications, including without limitation, changing the IP address or application credentials; (ii) modification to Client’s existing policies and roles for who has access to each resource, password rules or approvers; (iii) account reconciliation for new groups of users who are being added to the VUEWorks Software; (iv) adding a new connected system or application to the VUEWorks Software; and (v) Item: 11
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modifying the configuration of the user interface, including the appearance, text, branding or other features. 1.7 Additional VUEWorks Software, Professional Services and/or Authorized Users. Client may purchase additional VUEWorks Software or Professional Services and/or add authorized users for use of the VUEWorks Software under the terms of the Agreement at then current pricing or such other pricing as may be mutually agreed to by DTS and Client by contacting DTS and completing an Order Form or amendment to Order Form and paying the applicable fees and charges. 2. Fees and Billing. 2.1 Fees. Client shall pay all fees specified in the Order Form in accordance with the payment terms set forth herein unless other payment terms are specified in the applicable Order Form. All fees are non-refundable unless expressly agreed otherwise. 2.2 Billing and Payment Terms. Unless otherwise specified in the applicable Order Form, all upfront fees are due on the Effective Date, License Fees are invoiced, payable and due in advance of the applicable month or year, as applicable, and other fees shall be invoiced in arrears at the beginning of every calendar month and shall be due within thirty (30) days after the invoice date. All payments must be made in U.S. Dollars. Late payments hereunder will accrue interest at a rate of 1½% per month, or the highest rate allowed by applicable law, whichever is lower. In the event of non-payment (subject to the cure period in section 8.2(b)), DTS may suspend or terminate access to and/or use or provision of the Services upon notice to Client. DTS reserves the right to make changes to fees, prices and other billing and payment terms upon at least sixty (60) days’ written notice. 2.3 Taxes. If any federal, state, local or foreign sales, use, property, value-added, excise or gross receipts taxes or any other taxes or other governmental charges of any kind (other than DTS’s income taxes) are imposed or are otherwise payable with respect to any access to or use of the VUEWorks Software or any license, software, hardware or other goods or Implementation, Training, support, or other Professional Services provided under the Agreement, then such taxes and other charges shall be billed to and paid by Client. If Client is exempt from payment of any taxes, Client is responsible for providing DTS with a valid tax exemption or direct pay certificate for same; otherwise Client remains responsible for all such taxes and other governmental charges. 3. Client’s Obligations. 3.1 Client shall: (a) be solely responsible for all of Client’s users’ compliance with the Agreement and shall comply and cause its users to comply with all applicable laws in their conduct of their business and their use of the VUEWorks Software; (b) be solely responsible for the accuracy, integrity, and legality of Client Data and of the means by which it acquires and enters Client Data; (c) use the VUEWorks Software only in accordance with all documentation provided with the VUEWorks Software and all applicable laws and regulations; and (d) notify DTS immediately of any unauthorized use of any password, account, copying or access to the VUEWorks Software. Any failure of Client’s users to comply with the terms of the Agreement shall constitute a material breach of the Agreement by Client.Client will maintain industry standard organizational and technical security safeguards for data accessed, stored, collected, provided or processed by Client’s users through the VUEWorks Software. 3.2 Prohibited Conduct. Client shall not, and shall not permit its authorized users to, directly or indirectly: (a) send or store spam, unlawful, infringing, obscene, or libelous material, or Malicious Code through the VUEWorks Software; (b) sublicense, resell, rent, lease, distribute, market, provide service bureau services or other software services to third parties using or based upon the VUEWorks Software, or commercialize or otherwise transfer or provide rights with respect to, or access to or usage of the VUEWorks Software; (c) remove or alter any copyright, trademark or proprietary notice in the VUEWorks Software; (d) reverse engineer, decompile, disassemble or modify the VUEWorks Software or any component thereof or attempt to derive or otherwise obtain the source code for the VUEWorks Software; (e) copy any ideas, features, functions or graphics of the VUEWorks Software or create a product or service using the same or similar ideas, features, functions or graphics as those in the VUEWorks Software, or otherwise use the VUEWorks Software or any DTS Confidential Information for purposes of creating a substitute or otherwise competing product or service; (f) conduct automated functionality tests or load tests on the VUEWorks Software; (g) create Internet links to the VUEWorks Software; or (h) "frame," “fork” or "mirror" any part of the VUEWorks Software on any other device. DTS may terminate this Agreement immediately if Client or its authorized users violate Item: 11
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this Section 3.2. “Malicious Code” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents, or programs. DTS may suspend Client’s access to the VUEWorks Software (in whole or in part) for any of the following reasons: (i) to prevent damages to, or degradation of, the VUEWorks Software or DTS systems; (ii) to comply with any law, court order, or other governmental request; (iii) to otherwise protect DTS from potential legal liability; (iv) if Client violates the terms of this Agreement and fails to remedy such breach within the time frame set forth herein; or (v) in the event an invoice remains unpaid for more than thirty (30) days after the date on which payment is due under such invoice. DTS shall use reasonable efforts to provide Client with notice before or promptly following any suspension of access to the VUEWorks Software. DTS shall restore access to the VUEWorks Software as soon as the event giving rise to suspension has been resolved to DTS’s satisfaction. Nothing in this Agreement shall be construed as imposing any obligation or duty on DTS to monitor Client’s use of the VUEWorks Software or the data or other content uploaded by Client or its authorized users. 4. Confidential Information. 4.1 Confidential Information. Each party acknowledges that it will have access to certain confidential information of the other party concerning the other party’s business, plans, customers, technology, products and services, and including the terms and conditions of this Agreement (collectively, “Confidential Information”). For avoidance of doubt, any non-public information regarding the VUEWorks Software and software services and technology, know-how, trade secrets and proprietary information used and/or embodied therein, and any analytics or work product created by DTS resulting therefrom is and shall be Confidential Information belonging to DTS. Each party shall not use in any way, for its own account or the account of any third party, except as expressly permitted by this Agreement, nor disclose the other party’s Confidential Information to any third party (except as required by law or to that party’s employees, contractors, agents, users, attorneys, accountants and other advisors as reasonably necessary) without the prior written consent of the other party, and shall take reasonable precautions to protect the confidentiality of such Confidential Information, using the same degree of care that it uses to protect its own information of similar importance, but will in any case use no less than a reasonable degree of care to protect Confidential Information. The employees of a party that receive disclosure of the other party’s Confidential Information shall only receive same in the normal course of the applicable party’s business and only on a need-to-know basis; provided; each such employee must either have agreed in writing to comply with confidentiality obligations no less restrictive than those set forth herein or must be bound by a recognized professional ethical duty of confidentiality that would prohibit disclosure of such Confidential Information. If disclosure is required by law, statute, rule, regulation, or regulatory or administrative body (including any subpoena or other similar form of process), the party to which the request for disclosure is made shall (to the extent permissible by law) provide the other party with prior prompt written notice thereof and, if practicable under the circumstances, allow the other party to seek a restraining order or other appropriate relief. The party required to make such disclosure will cooperate with the efforts of the other party in obtaining such relief. If such relief cannot be obtained, the party required to disclose the Confidential Information shall cooperate with the other party’s efforts to obtain reasonable assurances that confidential treatment will be accorded to the information so disclosed. 4.2 Exceptions. Information will not be deemed Confidential Information if such information: (a) is known to the receiving party prior to receipt from the disclosing party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing party; (b) becomes known (independently of disclosure by the disclosing party) to the receiving party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing party; (c) becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of this Agreement by the receiving party; or (d) is independently developed by the receiving party without use of the disclosing party’s Confidential Information. 5. Proprietary Rights 5.1 DTS Intellectual Property. DTS and/or its licensors own the “DTS Intellectual Property” (as defined below) in and to the VUEWorks Software and the Services and the software and technology used and/or embodied therein, and, in each case, any modifications, enhancements or improvements thereto created by or for DTS. This Agreement does not convey or transfer any ownership rights in any DTS Intellectual Property or any software or technology used and/or embodied in the Services. The DTS name, logo, and trade names are trademarks of DTS and no right is granted to use them except as Item: 11
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expressly granted herein. DTS reserves all rights, title, and interest in and to the Services, including, without limitation, all software (including object code and source code), algorithms, databases, inventions, works of authorship, trade secrets and other DTS Intellectual Property. “DTS Intellectual Property” means any patents and patent applications, copyrights, trademarks, service marks and any applications or registrations for same, trade names, domain name rights, trade secret rights, and all other intellectual property rights with respect to DTS products, Services, software or other works of authorship and/or other DTS assets. Client acknowledges and agrees that, except for the access and usage authorization provided by DTS to Client with respect to the VUEWorks Software specified in the Order Form, it shall not acquire or otherwise have any right, title or interest in and to any of the VUEWorks Software or any other software or other work of authorship, invention, concept, process, trade secret, proprietary information, trademark, service mark or other intellectual property or work product developed by DTS independently or by DTS with Client’s input (“DTS Work Product”). Under no circumstances shall the disclosure of any such DTS Work Product or delivery of any copy of any DTS Work Product by DTS to Client be construed as a transfer of title to that copy or a transfer of any right, title or interest in such DTS Work Product, except for the usage authorization granted to Client as set forth in the Agreement. Client is not authorized to, and shall not undertake, to create any system, service, product, software or other work of authorship, invention, concept, process, trade secret, proprietary information or other intellectual property based upon, copying or otherwise including or using functions, features, style, form or other elements of the VUEWorks Software or other DTS Intellectual Property. To the extent that, notwithstanding the foregoing, Client employees or contractors conceive of, develop or otherwise create, whether separately or jointly with DTS, any such software or other work of authorship, invention, concept, process, trade secret, proprietary information, data, or other intellectual property, or work product based upon, copying or otherwise including or using functions, features, style, form or other elements of the VUEWorks Software or other DTS Intellectual Property (“Client Work Product”) then Client shall assign and hereby does assign, and shall cause its employees and contractors to assign, to DTS all rights, title and interests with respect to such Client Work Product, and, to the extent necessary for Client to use the VUEWorks Software as contemplated hereunder, such Client Work Product shall be deemed to form part of the VUEWorks Software or other DTS software provided for use as a service to Client subject to the terms and conditions of the Agreement. It is recognized and understood that DTS may develop new software or modify its existing software based upon the suggestions and recommendations provided by Client, and that except as otherwise expressly agreed to by DTS in writing signed by a duly authorized officer of DTS, Client shall have no right, claim or interest in such new or modified software developed by DTS. 5.2 Client Data; License of Client Data for Analytical Purposes; Ownership of Analytics Data. Client shall own the intellectual property rights, if any, in and to Client Data, which includes Client employee personal data (as defined below). Client hereby grants to DTS a non-exclusive, worldwide, royalty-free right and license to receive, retrieve, process, administer, transmit and otherwise use any Client Data or content as necessary to provide the VUEWorks Software in accordance with the Agreement or as required by court order, applicable law or other legal requirement. Additionally, Client hereby grants to DTS an irrevocable, perpetual, worldwide, royalty-free, fully paid transferable and sublicensable license and right to use Client Data for analytical purposes. DTS may also use Client employee personal data in accordance with the DTS Privacy Policy which is posted online at Privacy Policy, as may be amended or modified from time to time, and Client’s employees are required to agree to and consent to said Privacy Policy as a condition to their use of the VUEWorks Software. DTS shall own and have the right to gather, retrieve, compile, store, retain, use, sell, license, transfer or otherwise exploit all information that is not personal data for research, quality control, product development and refinement, commercial and other purposes as determined by DTS without a duty to account to or obtain consent from Client or Client’s authorized users or any third party. As used herein, “personal data” is any data element or collection of data elements that can be associated with a specific individual, whether by itself or in combination with other information. DTS may use such information as may be reasonably necessary in connection with performing, providing, developing, enhancing, supporting, and maintaining the Services; and (ii) in connection with the creation of any information or data derived from use of the VUEWorks Software (including, without limitation, metrics and analytics related to such use), which does not identify a specific person, including as may be required to develop, deliver and provide ongoing innovation to the VUEWorks Software. DTS shall own all intellectual property rights with respect to any analytics and analytical data, work of authorship or other work product created or otherwise acquired Item: 11
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based on analysis of Client Data by DTS or its contractors.5.3 Suggestions. Client hereby grants and shall cause its users to grant to DTS an irrevocable, perpetual, worldwide, royalty-free, fully paid transferable and sublicensable license and right to use, copy, modify, make derivative works based upon, distribute or otherwise exploit, including by incorporating into the VUEWorks Software any suggestions, enhancement requests, recommendations or other feedback provided by Client, including Client’s authorized users, relating to the VUEWorks Software, and shall exclusively own all intellectual property rights in and to all software, technology, inventions, works of authorship and other developments created by DTS based on same. 6. Representations and Warranties. 6.1 Mutual Representations and Warranties. Each party represents and warrants to the other party that it has all necessary power, right and authority to enter into this Agreement and perform its obligations hereunder, and that its entering into this Agreement does not violate the terms of any agreement between it and any third party. 6.2 Client Representations and Warranties. Client represents, warrants and covenants to DTS that: (a) Client owns all right, title and interest in and to, and/or has full and sufficient authority to use and provide access to DTS to all Client systems, software, materials or data furnished by Client or its authorized users as contemplated for the provision of the Services; (b) Client will procure, and comply with the terms and conditions of, any licensing or other agreements which govern the use of any third party software, data or other materials or intellectual property used in or forming part of the Client systems, software, materials or data; (c) the Client’s systems, software, materials and/or data do not and will not infringe the patent, copyright, trademark or other intellectual property rights of any party, or constitute libel, slander, defamation, invasion of privacy, or violation of any right of publicity or any other third party rights; (d) Client has or will obtain all necessary consents, permissions, clearances, authorizations and waivers (including any of the foregoing required from its employees and other authorized users) for the access to and use of the Client’s systems, software, materials and data as contemplated hereunder, including all of the foregoing required to transfer and use data from Client and/or or its authorized users’ or other systems to and from DTS systems in connection with providing the VUEWorks Software and all consents, permissions and authorizations; and (e) Client is presently in compliance with, has complied and will comply with all laws, rules, regulations and other legal requirements in the conduct of its business and with respect to Client’s use of the VUEWorks Software and Client’s systems, software, materials or data. Specifically, but without limitation, Client further represents and warrants with respect to all Client Data that (i) it has obtained all rights, consents, and permissions necessary to input the Client Data into the VUEWorks Software and to grant the foregoing rights to DTS, (ii) Client’s use, copying, displaying, and distribution of the Client Data complies with all federal, state, and/or local laws, rules, regulations and/or ordinances and the terms and policies (including terms of use and privacy and security policies) of all websites from which the Client Data originated and all websites to which the Client Data is copied, distributed, displayed, or published using the VUEWorks Software, and (iii) the Client Data shall not include any personally identifiable healthcare data or financial data of any individual and/or any other data violative of third party rights and/or any applicable law, and/or any data relating to any person under the age of thirteen (13) years. 6.3 DTS Representations and Warranties. DTS represents and warrants that the VUEWorks Software shall substantially conform to the applicable descriptions and specifications for same set forth in the documentation for same and that Implementation Services and other Professional Services that it provides shall be performed in a professional and workmanlike manner. Client acknowledges and agrees that its sole remedy for breach of the foregoing representations and warranties shall be support services provided by DTS in accordance with DTS’s standard support services terms. 6.4 Indemnification; Breach of Warranties. Except for DTS’ confidentiality obligations in Section 4.1, respectively, and except for actions or claims arising from the gross negligence or willful misconduct of DTS, Client shall indemnify and defend DTS, its affiliates and their respective employees, officers, managers, directors, shareholders, agents, contractors and representatives (collectively, the “DTS Indemnitees”) and hold the DTS Indemnitees harmless from and against any and judgments, losses, costs (including court costs and reasonable attorneys’ fees), damages, settlements, suits, actions, expenses, liabilities, taxes, fines and claims asserted against, sustained, or suffered by or involving the DTS Indemnitees arising out of or resulting from (i) any breach by Client of its Item: 11
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representations, warranties or obligations hereunder; and/or (ii) any claims made by Client’s employees, any other authorized users or other third parties arising out of Client’s or its employees’ or other authorized users’ use of or access to the VUEWorks Software or related to any other Services provided by DTS to Client under this Agreement. In the event of any breach (subject to the cure period in section 8.2(b)), or reasonably anticipated breach, of any of Client’s warranties herein, in addition to any other remedies available at law or in equity, DTS will have the right to immediately, in DTS’s sole discretion, suspend access to, use or provision of the VUEWorks Software and/or any other Services if deemed reasonably necessary by DTS to prevent any liability for DTS.Client shall be solely responsible for the accuracy and completeness of all Client Data provided by Client or its authorized users in connection with the VUEWorks Software or the Services. DTS does not warrant the correctness, completeness, merchantability or fitness for a particular purpose of any such Client Data and Client shall indemnify, defend and hold the DTS Indemnitees harmless from any and all claims arising out of Client Data or its use. 6.5 Warranties and Disclaimers by DTS. EXCEPT AS EXPRESSLY PROVIDED OTHERWISE HEREIN, THE VUEWORKS SOFTWARE, INCLUDING, WITHOUT LIMITATION, THE HOSTED SOFTWARE, TECHNICAL SUPPORT, MAINTENANCE, DATA MAINTENANCE AND ANY OTHER SERVICES ARE PROVIDED “AS IS” AND “AS-AVAILABLE,” WITH ALL FAULTS, AND WITHOUT WARRANTIES OF ANY KIND. DTS AND ITS VENDORS AND LICENSORS DISCLAIM ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, QUALITY OF INFORMATION, AND TITLE/NON-INFRINGEMENT. CLIENT EXPRESSLY AGREES AND ACKNOWLEDGES THAT USE OF VUEWORKS SOFTWARE IS AT CLIENT’S SOLE RISK. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY DTS OR ITS AUTHORIZED REPRESENTATIVES CREATES ANY OTHER WARRANTIES OR IN ANY WAY INCREASES THE SCOPE OF DTS’S OBLIGATIONS UNDER THIS AGREEMENT. THE VUEWORKS SOFTWARE MAY BE USED TO ACCESS AND TRANSFER INFORMATION, INCLUDING CONFIDENTIAL INFORMATION, OVER THE INTERNET. CLIENT ACKNOWLEDGES AND AGREES THAT DTS AND ITS VENDORS AND LICENSORS DO NOT OPERATE OR CONTROL THE INTERNET AND THAT (A) VIRUSES, WORMS, TROJAN HORSES, OR OTHER UNDESIRABLE DATA OR SOFTWARE; OR (B) UNAUTHORIZED THIRD PARTIES (e.g., HACKERS) MAY ATTEMPT TO OBTAIN ACCESS TO AND DAMAGE CLIENT’S DATA, WEBSITES, COMPUTERS, OR NETWORKS. DTS WILL NOT BE LIABLE FOR ANY SUCH ACTIVITIES NOR WILL SUCH ACTIVITIES CONSTITUTE A BREACH BY DTS OF ITS OBLIGATIONS UNDER THIS AGREEMENT. The VUEWorks Software (including, without limitation, the Hosted Software) may include gateways, links, or other functionality that allows Client to access third party services (“Third Party Services”) and third party content and materials (“Third Party Materials”). DTS does not supply and is not responsible for any Third Party Services or Third Party Materials, which may be subject to their own licenses, end-user agreements, privacy and security policies, and terms of use. ALL THIRD PARTY MATERIALS ARE PROVIDED AS-IS, WITHOUT WARRANTIES OF ANY KIND. DTS MAKES NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, RELATING TO ANY PRESENT OR FUTURE METHODOLOGY EMPLOYED IN ITS GATHERING OR REPRODUCING OF ANY THIRD PARTY MATERIAL, OR AS TO THE ACCURACY, CURRENCY, OR COMPREHENSIVENESS OF THE SAME. ALL OF THE FOREGOING EXCLUSIONS AND DISCLAIMERS IN THIS SECTION ARE AN ESSENTIAL PART OF THIS AGREEMENT AND FORMED THE BASIS FOR DETERMINING THE PRICES CHARGED FOR THE VUEWORKS SOFTWARE, INCLUDING, WITHOUT LIMITATION, THE HOSTED SOFTWARE, TECHNICAL SUPPORT, MAINTENANCE, DATA MAINTENANCE AND ANY OTHER SERVICE PROVIDED IN CONNECTION WITH THIS AGREEMENT. The VUEWorks Software may not be compatible with all devices, connection services, or service plans. Not all VUEWorks Software features are available to all clients or users. Availability may depend on a client’s or user’s location, device type, service plan, and other factors or restrictions. 6.6 Infringement. Should the VUEWorks Software and/or any other DTS software and/or service or use thereof become, or be likely to become in DTS’s reasonable opinion, the subject of any claim that the same infringes, violates or constitutes a wrongful use of any intellectual property right, DTS shall immediately implement one of the following remedies: (i) procure for Client the right to continue Item: 11
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using the potentially infringing materials; (ii) replace or modify the potentially infringing materials to make them non-infringing, but substantially functionally equivalent; or (iii) terminate this Agreement without penalty to Client, including the waiver of fees incurred in the transfer of Client Data to a new service provider or to Client. THE FOREGOING PROVISIONS OF THIS SECTION STATE THE ENTIRE LIABILITY AND OBLIGATIONS OF DTS, AND THE EXCLUSIVE REMEDY OF CLIENT, WITH RESPECT TO ANY ACTUAL OR ALLEGED INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADE SECRET, TRADEMARK OR OTHER INTELLECTUAL PROPERTY RIGHT BY THE VUEWORKS SOFTWARE AND ANY OTHER DTS SOFTWARE AND/OR SERVICE. 7. Limitations of Liability. 7.1 Exclusions. DTS WILL NOT BE LIABLE TO THE CLIENT, ITS EMPLOYEES OR ANY OTHER AUTHORIZED USERS OR ANY THIRD PARTY FOR ANY LOST REVENUE, LOST PROFITS, REPLACEMENT GOODS, LOSS OF TECHNOLOGY, RIGHTS OR SERVICES, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES, LOSS OF DATA, OR INTERRUPTION OF BUSINESS, EVEN IF DTS WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, 7.2 Maximum Liability. DTS’S MAXIMUM AGGREGATE LIABILITY RELATED TO OR IN CONNECTION WITH THIS AGREEMENT AND/OR THE SERVICES WILL BE LIMITED TO TWO TIMES THE TOTAL AMOUNT OF COMPENSATION CONSIDERED HEREUNDER OVER THE TERM OF THE AGREEMENT . 7.3 Basis of the Bargain; Failure of Essential Purpose. Client acknowledges that DTS has set its prices and entered into this Agreement in reliance upon the limitations of liability and the disclaimers of warranties and damages set forth herein, and that the same form an essential basis of the bargain between the parties. The parties agree that the limitations and exclusions of liability and disclaimers specified in this Agreement will survive and apply even if found to have failed of their essential purpose. 8. Term and Termination. 8.1 Term. This Agreement will be effective commencing on the Effective Date, and continue until the expiration of the last terminated or expiring Order Form unless terminated sooner. 8.2 Termination. (a) For Convenience. DTS may terminate this Agreement upon no less than two month’s written notice for any reason or no reason. DTS shall have the right to terminate this Agreement upon providing written notice to Client if Client and/or any of its affiliates is or becomes a competitor of DTS. (b) For Cause. Either party will have the right to terminate this Agreement, or the applicable Order Form, if the other party breaches any material term or condition of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice of the same, except in the case of Client’s failure to pay fees, which must be cured within fifteen (15) days after receipt of written notice from DTS. Either party may also terminate this Agreement upon providing written notice thereof to the other party if: (i) the other party becomes the subject of a voluntary petition in bankruptcy or any voluntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors; or (ii) the other party becomes the subject of an involuntary petition in bankruptcy or any involuntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors, if such petition or proceeding is not dismissed within sixty (60) days of filing. 8.3 Effect of Termination. Upon the effective date of expiration or termination of this Agreement: (a) DTS may immediately cease providing access to and use of the Hosted Software and any other Services; however, upon Client’s written request provided to DTS within thirty (30) days after the effective date of termination, DTS shall within thirty (30) days of receiving Client’s written request complete the transfer of all Client Data to Client or another service provider (such services to be subject to DTS’s customary fees on a time and materials basis unless otherwise agreed to by the parties); (b) any and all payment obligations of Client under this Agreement will become due immediately; (c) within thirty (30) days after such expiration or termination, each party shall return all Confidential Information and other property of the other party in its possession at the time of expiration or termination and shall not make or retain any copies of such Confidential Information except as required to comply with any applicable legal or accounting record keeping requirement. Client shall be required to pay the License Fees any other fees that are payable for the Item: 11
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period that would remain had the Agreement not been terminated, unless the Agreement is terminated by Client based on an uncured material breach by DTS. 8.4 Survival. The following provisions will survive any expiration or termination of the Agreement for a period of 3 years: Sections 2, 3.2, 4-7, 8.3, 8.4 and 9. 9. Miscellaneous provisions. 9.1 Force Majeure. Except for the obligation to pay subscription fees and other amounts payable by Client to DTS hereunder, neither party will be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including act of war, acts of God, epidemics, pandemics or government ordered shutdowns, earthquakes, hurricanes, tornadoes or other windstorms, other storms or other elements of nature, embargo, riot, protests, civil disturbances, looting, sabotage, labor shortage or dispute or other industrial disturbances, systemic electrical, telecommunications, or other utility failures, governmental act or failure of the Internet, provided that the delayed party: (a) gives the other party prompt notice of such cause, and (b) uses its reasonable commercial efforts to correct promptly such failure or delay in performance. 9.2 Government Regulations. DTS provides software and uses software and technology that may be subject to U.S. export controls administered by the U.S. Department of Commerce, the U.S. Department of Treasury Office of Foreign Assets Control, and other U.S. agencies. Client shall not access or use the VUEWorks Software or otherwise transfer or export or re-export to countries that the United States maintains an embargo (collectively, “Embargoed Countries”), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders (collectively, “Designated Nationals”), each of which may change from time to time. By using the VUEWorks, Client represents and warrants that Client is not located in, under the control of, or a national or resident of, an Embargoed Country or Designated National. The VUEWorks Software may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774. Client shall not export, re-export, transfer, or make available, whether directly or indirectly, any regulated item or information to anyone outside the U.S. in connection with this Agreement without first complying with all export control laws and regulations which may be imposed by the U.S. Government and any country or organization of nations within whose jurisdiction Client operates or does business. 9.3 Governing Law; Legal Proceedings, Severability. The Agreement shall be governed by and construed in accordance with the laws of the State of California without application of conflicts of laws rules or principles. Any legal proceedings relating to the terms, interpretation or performance of the Agreement will be brought and heard in the state or federal courts located in Orange County, California, and Client consents to such venue and personal jurisdiction therein for any such proceedings. A printed version of the Agreement and of any notice given in electronic form shall be admissible in any legal proceedings based upon or relating to the Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. In the event any provision of this Agreement is held by a court or arbitrator to be contrary to the law, the remaining provisions of this Agreement will remain in full force and effect. 9.4 Amendment; Waivers; Interpretation. DTS may not update this Agreement except by providing advanced written notice to the City along with the proposed updated Agreement. DTS will post the current version on the website in which the Hosted Software is provided or otherwise electronically via the Hosted Software. If Client does not agree to such an update, Client must immediately stop using the VUEWorks Software. By continuing to access or use the VUEWorks Software, Client confirms and acknowledges its acceptance of the updated Agreement. Except as otherwise provided herein, no amendment, rescission, or termination of this Agreement or any of its terms is effective unless it is in writing and signed by the party against whom enforcement is sought. A party does not waive any right under this Agreement by failing to insist on compliance with any term of this Agreement or by failing to exercise any right hereunder. Any waiver granted hereunder is effective only if it is written and signed by the party granting such waiver. A waiver of any provision of this Agreement shall not imply a subsequent waiver of that or any other provision of this Agreement. The parties agree that the terms and conditions of this Agreement are a result of mutual negotiations. Therefore, the rule of construction that any ambiguity shall apply against the drafter is not applicable and will not apply to this Agreement. Any ambiguities shall be reasonably construed as to its fair Item: 11
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meaning and not strictly for or against one party regardless of who authored the ambiguous language. 9.5 Assignment. Client may not assign its rights or delegate its duties under this Agreement either in whole or in part without the prior written consent of DTS. Any attempted assignment or delegation without such consent will be void. DTS may assign this Agreement in whole or part to an affiliate or in connection with a sale of all or substantially all of its assets with the written consent of Client, which shall not be unreasonably withheld. This Agreement will bind and inure to the benefit of each party’s successors and permitted assigns. Except for DTS’s suppliers and licensors, this Agreement shall not be construed to make any person or entity a third-party beneficiary hereof. 9.6 Notices. Any notice or communication required or permitted to be given hereunder may be delivered by hand, deposited with an overnight courier, or mailed by registered or certified mail, return receipt requested; postage prepaid to the address for the applicable party indicated in the first page of the Agreement, or at such other address as may hereafter be furnished in writing by either party hereto to the other. Such notice will be deemed to have been given as of the date it is delivered, mailed or sent, whichever is earlier. Notwithstanding the above, notices may be sent by email from DTS to Client and shall be effective upon sending. 9.7 Relationship of Parties. DTS and Client are independent contractors and this Agreement will not establish any relationship of partnership, joint venture, employment, franchise or agency between DTS and Client. Neither DTS nor Client will have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent, except as otherwise expressly provided herein. 9.8 U.S. Government-Restricted Rights. The software and accompanying documentation are deemed to be “commercial computer Software” and “commercial computer Software documentation,” respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212, as applicable. Any use, modification, reproduction release, performance, display or disclosure of the Software and accompanying documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement. 9.9 Publicity. Client agrees that DTS may use Client’s name and refer to Client directly or indirectly in any media release, public announcement, or public disclosure relating to this Agreement or its subject matter, including in any promotional or marketing materials and its website, lists and business presentations with prior written approval from the Client. 9.10 Entire Agreement; Counterparts. This Agreement, including the Order Forms and other exhibits and other documents incorporated herein by reference, constitutes the complete and exclusive agreement between the parties with respect to the subject matter hereof, and supersedes and replaces any and all prior or contemporaneous discussions, negotiations, understandings and agreements, written and oral, regarding such subject matter. It is the complete and exclusive expression of the parties’ agreement on the matters contained in this Agreement. No provision of this Agreement may be explained, supplemented, or qualified through evidence of trade usage or a prior course of dealings. In entering into this Agreement, neither party has relied on any statement, representation, warranty, nor agreement of the other party except for those expressly contained in this Agreement. This Agreement shall prevail over any terms and conditions appearing on Client’s purchase orders or other ordering documents, regardless of when such purchase orders or other ordering documents are delivered to DTS to which notice of objection is hereby given. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together shall constitute one and the same instrument.

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EXHIBIT DSUPPORT SERVICES TERMSSupport services provided by DTS to Client with respect to access and use of the VUEWorks Software shall consist of the following: (i) Telephone/Email Help Desk. Telephone help desk support in English by telephone shall be available from 5:00 a.m. to 5:00 pm. pacific time Monday through Friday. The telephone number for help desk support is: (800) 252-2402. The e-mail address for email support is: [email protected] (ii) Online Support. Access to VUEWorks® help portal support shall be available 24/7. The e-mail address for email support is: [email protected] (iii) Hosted Software Client Data Back-ups. DTS’s back-up responsibilities with respect to the VUEWorks Software provided as Hosted Software consist of performing daily back-ups of Client Data on the DTS servers, including databases supported by DTS after setup by Client, such that all Client files and data can be recovered by DTS to the last recovery point in the event of loss.] (iv) Identification of an Incident or Problem. An incident or problem shall be deemed to begin at the earliest time it is observed by DTS or reported to DTS by Client. (v) Response Procedures. In responding to incidents or problems, DTS shall notify Client in reasonable detail in writing, as soon as reasonably practicable, and shall provide telephone or e-mail contact. Client shall ensure that their telephone numbers and e-mails may be accessed by individuals capable of providing back-up if Client representatives are unavailable. If DTS is unable to reach a particular Client representative, DTS will leave a message and attempt to contact any alternative contacts such Client representative may have designated. (vi) DTS Response Obligations. DTS’s specific response obligations shall consist of the following: (a) Notify Client of the problem and provide an estimate of the time required to resolve the problem as soon as such an estimate is determined. (b) Undertake commercially reasonable efforts to implement a permanent solution; if a permanent solution cannot be found, DTS shall undertake commercially reasonable efforts to implement and provide a temporary solution (either by bypassing or working around the problem) and will provide a permanent solution as soon as possible. (c) Update Client regularly on progress in resolving problems. (vii) Client Reporting Obligations. Client agrees that it shall inform the DTS of any incidents or problems of which Client becomes aware as promptly as reasonably practicable. (viii) Hosted Software Maintenance. DTS will use reasonable efforts to perform software updates in the production environment in coordination with the Client during off peak hours and shall perform any maintenance requiring scheduled downtime on the production environment only on weekend nights between the hours of [1:00 AM and 4:00 AM] eastern time and no more than two (2) times per calendar month unless required otherwise due to a security issue or other urgent issue. DTS shall use reasonable efforts to notify Client by email or telephone of any maintenance work which shall result in system downtime no less than [one (1) day] prior to the actual commencement of the downtime. (ix) Hosted Software Availability. DTS shall use its commercially reasonable efforts to make the Hosted Software available to authorized users 99.9% of the time in each calendar quarter, less the periods of time during which the Hosted Software are not available due to one or more of the following events (collectively, “Excepted Downtime”):

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(a) Maintenance. Maintenance as described in (viii) above. (b) Unscheduled Maintenance. Unscheduled maintenance that is performed in response to a critical unforeseen circumstance, such as security vulnerability or performance issue. (c) Client Acts or Omissions. The acts or omissions of Client or Client’s employees, agents, contractors, vendors, or any end user or any other party gaining access to the Hosted Software by reason, directly or indirectly, of any act or omission of Client, including without limitation, the following: o Non-availability of Client’s connected systems or applications; o Upgrades or changes made to Client’s connected systems or applications without approval by DTS and other changes made to Client’s connected systems or applications without sufficient time for DTS to prepare for Client’s changes; o Client’s failure to implement, install and/or otherwise use updates and other modifications or recommendations from DTS; o Client errors in integration of the VUEWorks Software; and o Time waiting for Client to provide required information or to perform required actions. (d) Network Failures. A failure of the Internet and/or telecommunications networks or issues attributable to DTS’s hosting/web services provider; or (e) Force Majeure. The occurrence of any event that is beyond DTS’s reasonable control. The parties acknowledge that, although DTS will use reasonable efforts to work with third parties to avoid and remedy any impairment or disruption in Hosted Software services availability, DTS cannot guarantee that such impairment or disruption will not occur or that it can be resolved if it occurs.

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VUEWORKS TECHNICAL SUPPORT POLICY 1. VUEWorks technical support is available live from 5:00am to 5:00pm, Pacific time, on all weekdays other than Federal holidays. VUEWorks’ support includes answering questions from Customer over the telephone or e-mail, and the commercially reasonable effort to have the VUEWorks Software functioning properly in accordance with the documented product features and specifications. 24/7 customer support is available via the VUEWorks® online support portal. 2. VUEWorks Support must be initiated either through calling the support line (800) 252-2402, Submitting a ticket through the application or Support Email: [email protected]. VUEWorks recommends the use of the application or email as it serves as a written record of the event.3. Customer shall designate one individual to serve as the primary support contact for requests. Additionally, customer may designate as many as two (2) more secondary individuals who may contact VUEWorks directly for support issues. Other arrangements will be addressed on a case-by-case basis and must be agreed to in writing by Customer and VUEWorks. 4. The initial contact whether invoked by email or telephone for a particular issue defines the beginning of a support incident. 5. In cases where a VUEWorks staff member is unable to answer the phone, or when the Customer uses email for a support request, Customer will include in the message their name, their organization, a thorough description of the steps that preceded the problem, and a call back number. Screen shots and complete descriptions of the problem, activities leading to the problem and any related detail are most helpful. VUEWorks may not be able to respond if this information is not provided. 6. Common incidents include operational questions, improvement suggestions, problems related to changes in the customers’ GIS environment, problems related to changes in the customers’ VUEWorks implementation, and problems related to defects in the software. a. If the incident involves a defect in the VUEWorks software, VUEWorks will provide the commercially reasonable effort to fix the defect(s) at no charge. i. A defect is defined as an issue with the software during the normal course of operation where the software does not function as documented due to an error in the software code. ii. A defect is often, but not always, accompanied by an error message. iii. VUEWorks software has many dependencies that could generate error messages that are delivered through VUEWorks but are not VUEWorks software defects. These include but are not limited to: 1. Esri GIS Software 2. MS SQL Server 3. Server operating system 4. Permissions 5. Hardware 6. Network connectivity 7. Individual client computer issues a. Individual Client computer issues are identified when the issue occurs on a limited number of computers but not on all computers using the same VUEWorks user login. b. VUEWorks reserves the right to determine if an issue is caused by a VUEWorks software defect or not 7. If the issue is determined to be anything other than a defect in the VUEWorks software code then VUEWorks will provide up to 30 minutes of technical support at no charge, followed by a charge of two hundred dollars ($250) per hour per incident.

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8. VUEWorks technical services do not include support for Esri Software. While VUEWorks staff may attempt, at its sole discretion, to resolve issues stemming from Esri Software, the Customer recognizes that these types of issues are best supported through Esri’s many support channels. 9. VUEWorks handles incident reports in the following manner Each incident logged will be given a priority of 0 to 4 as determined by VUEWorks technical support staff. VUEWorks will first attempt to resolve the issue with the Customer upon initial response. If the issue cannot be resolved during initial response then VUEWorks will respond to the request depending on the priority of the issue as defined in the following sections: a. Priority 0. Critical Issue. VUEWorks will start working on the issue within 4 business hours of initial response and continue to work on the issue during normal business hours until the issue is resolved. Examples of Critical Issues: i. No user at the Customer site can log on to VUEWorks ii. The map does not display on any user computer at the Customer’s site. iii. No user at the Customer’s site can create a Service Call or Work Order b. Priority 1. Severe Issue. VUEWorks will start working on the issue within one business day of initial response and continue to work on the issue during normal business hours until the issue is resolved if any of the following occurs: i. VUEWorks generates information that is obviously and substantially incorrect ii. A feature produces error messages that causes an application feature to stop functioning or not produce results c. Priority 2. Important Issue. If the issue cannot be resolved through the initial response process, then VUEWorks will start working on the issue within 5 business days and resolve the issue within 30 days thereafter if any of the following occurs: i. An issue reported by Customer that can be resolved by providing help on using a specific feature ii. Issues that cause an error message but do not cause the application to stop functioning or create results that are substantially incorrect iii. Issues acknowledged by VUEWorks as a defect that can be avoided without loss of functionality through a work around process d. Priority 3. Low priority issues. If the issue cannot be resolved through the initial response process, then VUEWorks will document the issue but not be obligated to respond within any specific time frame for the following types of issues: i. Issues or questions that are not directly related to the functionality of the product ii. Non-contractual application enhancement request (the “Wishlist”). A non-contractual request to provide features in VUEWorks that are not in the current product. e. Priority 4. Issue is not directly related to VUEWorks software. If an issue is determined to be related to hardware, browser, or operating system malfunction VUEWorks will notify Customer that the issue must be resolved by the Customer. These cases are usually substantiated if the issue occurs on only one user computer and cannot be replicated on another user computer or at VUEWorks test environment. VUEWorks. will provide commercially reasonable effort based on the above guidelines. If it is determined that the effort required to resolve the issue is not included in this Annual Maintenance and Support policy, work will stop, and the Customer will be advised that the work is not covered. At VUEWorks discretion, the customer may be provided an option for VUEWorks to continue the work at an agreed to cost and scope. 10. Direct Server Access: In order for VUEWorks to provide adequate support the Customer agrees to provide VUEWorks the means to remotely control and transfer files with the Customer’s VUEWorks server, the GIS server and the SQL server through the Internet. a. VUEWorks recommends MS Teams software for remote access but will work with any commercially acceptable system that provides remote control and file transfer capabilities as preferred by the Customer b. This requirement allows VUEWorks support staff to: i. Offer the Customer software update services to install patches, updates, and upgrades that would otherwise require Customer resources ii. Ability for VUEWorks staff to directly operate VUEWorks at the Customer site for the purpose of investigating issues reported by the Customer Item: 11
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iii. Attempt to resolve issues remotely that would otherwise require an On-Site visitc. Customers understands and agrees that if remote access to Customer’s servers is not provided then the all response times documented in item 10 above will not apply. i. VUEWorks agrees to not access any other data or applications other than required for VUEWorks support purposes.

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City of Lake Forest Asset Management Software Scope of Work 1/14
Project InformationClientLake Forest, CAProjectLake Forest VUEWorks®Asset Management SoftwareProject Numberp100126583Document TitleScope of WorkTable of Contents1. Background............................................................................................................22. Scope of Services....................................................................................................22.1 In-Scope Items.....................................................................................................22.2 Out of Scope Items................................................................................................32.3 Assumptions........................................................................................................32.4 Constraints..........................................................................................................42.5 Dependencies......................................................................................................43. Project Approach.....................................................................................................44. Tasks and Deliverables..............................................................................................54.1 Project Planning....................................................................................................54.1.1 Project Management.........................................................................................54.1.2 Planning and Design.........................................................................................54.2 Configuration.......................................................................................................64.2.1 Installation.....................................................................................................64.2.2 Configuration and Integrations.............................................................................64.3 Testing and Training...............................................................................................84.3.1 User Acceptance Testing...................................................................................84.3.2 Training........................................................................................................84.4 Go-Live..............................................................................................................94.4.1 Production Deployment......................................................................................94.4.2 Go-Live Support..............................................................................................94.5 Ongoing Maintenance and Support.............................................................................95. Project Schedule.................................................................................................... 106. Terms & Conditions................................................................................................ 116.1 Invoicing and Payment Terms................................................................................. 11 Item: 11
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City of Lake Forest Asset Management Software Scope of Work 2/14

1. BackgroundThe City of Lake Forest seeks a lean, efficient, and scalable COTS SaaS solution to manage field-level work orders and contractor tasks, with a "GIS-First" approach. VUEWorks® is uniquely positioned to meet this objective because it is natively designed around Esri GIS, ensuring your ArcGIS Online data remains the single source of truth. Our solution offers modular deployment, allowing the City to start with essential Work Order and Mobile capabilities now, while retaining the flexibility to scale into advanced asset management in the future without disrupting current operations.The City of Lake Forest is creating a comprehensive asset management program to better understand its assets’ needs, risks, service levels, costs, and resource requirements. This effort aims to improve infrastructure management by building a data-driven decision platform. The City will document assets, assess their current condition, address immediate repairs or replacements, plan for future needs, and develop a sustainable financial strategy. By leveraging the VUEWorks® software and robust data, it will proactively manage infrastructure assets.2. Scope of Services2.1 In-Scope ItemsDescribe the project scope by defining what the project will accomplish. AtkinsRéalis shall provide the VUEWorks®software as a SaaS Solution for 50 concurrent user licenses and unlimited named users. This includes 2 VUEWorks® application environments (Prodand Dev).AtkinsRéalis shall provide project management activities, including status report, schedule management, and facilitation of remote meetings.AtkinsRéalis shall provide software installation, configuration, implementation, and training activities for the different areas for Lake Forest defined in the scope of work. AtkinsRéalis shall configure VUEWorks®to integrate with the Lake Forest GIS services as defined in the VUEWorks®Esri Requirements documentation and the identified Interface systems.AtkinsRéalis shall provide remote training to the Lake Forest staff using VUEWorks® standard training materials. Details to be provided in the Training Plan.a. Administrator Training will consist of ad-hoc education throughout the configuration phasealong with one (1) onsite training session post configuration during the 3 consecutive day training prior to go-live. b. End-User Training will consist of three (3) on-site training sessions for users post configuration and testing during the 3 consecutive day training. AtkinsRéalis shall configure the following VUEWorks®modules: Core, Service Request, Work Order, Resource Manager (Labor, Equipment, Inventory), Condition, and WorkforceVUE.

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City of Lake Forest Asset Management Software Scope of Work 3/14

2.2 Out of Scope ItemsDescribe the project scope by defining what the project will not accomplish. Configuration of VUEWorks®’ modules not defined in the Scope of Work.Configuration of VUEWorks®’ software for City Departments not identified in the Scope of Work.Development of GIS Spatial data required for VUEWorks®implementation. GIS data server configuration or network configuration on Lake Forest IT infrastructure.Data cleansing, normalization, manipulation, or editing.Integrations with any systems not identified in the Scope of Work.The development of middleware or APIs to support customized interfaces or data conversions with 3rd party software.Software enhancements to COTS product.2.3 AssumptionsDescribe any project assumptions related to business, technology, resources, scope, expectations, or schedules. Lake Forest will provide access requested data, staff, and systems in a timely manner to meet theproject schedule.AtkinsRéalis will perform the Implementation and Training Services remotely from its own offices during its regular business hours. With the exception of the on-site kick-off meeting and the final on-site training.The Lake Forest Project Manager will be the point of contact for all aspects of the project and will be responsible for coordination among the Lake Forest staff.Subject matter experts that participate in the project will be knowledgeable in the areas needed and will be able to provide the necessary information during the meetings scheduled.New requirements that are not part of the current scope will be documented and assessed as part of the change management process. AtkinsRéalis will perform one round of data imports in TEST. One round of revision can be made by the City prior to Production data load.If any of the above-described assumptions are inaccurate, or there is a delay in accomplishing the assumptions or circumstances change, the schedule, duration, scope, and other terms of this Scope of Work shall be subject to change. The parties will enter into an amendment to this Scope of Work setting forth the changed terms and any additional applicable fees or other charges.

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City of Lake Forest Asset Management Software Scope of Work 4/14

2.4 ConstraintsDescribe the limiting factors or constraints that restrict the project team’s options regarding scope, staffing, scheduling, and management of the project. VUEWorks®is a commercial “off the shelf” software with pre-determined configuration options. Appendix B is a standard list of options that can be configured within VUEWorks®, and not all configurable options are included in the scope of work. The AtkinsRéalis team will make every effort to set up the configuration and integrations to meet the desired business functions within the possible settings. Timely response from the client with request for information, credentials or other needed data, processes or workflow. Requested turnaround is two weeks.2.5 DependenciesDescribe any dependencies that will affect the implementation of and successful completion of this project. Note any dependencies of this project as an input or requirement for another business process or system integration. GIS data will be published out as a map service per the VUEWorks®and Esri document and will be made available as requested per project schedule.The system must have access to database views, APIs, staging databases, or servers in order to review, test, and finalize integrations. System level credentials should be set as non-expiring. 2.6 Project ApproachAs a part of the implementation of the Asset Management Software, AtkinsRéalis will provide installation and configuration of the VUEWorks®software, training and support services designed to ensure successful deployment of the system. The following approach has been identified and correlate to the proposed project activities and project schedule shown in the Tasks and Deliverables and Project Schedule sections.Project PlanningConfiguration Testing and TrainingProduction Deployment (Go-Live)Support and Maintenance Item: 11
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City of Lake Forest Asset Management Software Scope of Work 5/14

3. Tasks and Deliverables3.1 Project Planning3.1.1 Project ManagementAtkinsRéalis will deliver a Project Schedule, in consultation with the Lake Forest Project Manager, to detail the deliverables and schedule. AtkinsRéalis will coordinate with the Lake Forest Project Manager to revise the project schedule to include additional detail and agreed upon timelines.The AtkinsRéalis Project Manager will:Serve as the interface between the Lake Forest Project Manager and their owner representativeand the AtkinsRéalis team participating in this project. Develop and maintain the Project Management Plan, in consultation with the Lake Forest Project Manager.Facilitate regular communication with the Lake Forest Project Manager, including providing status reports. Review the project performance against the Project Management Plan and communicate issues and risks. Update Project Management Plan, as needed.Serve as the interface between the Lake Forest Public Works Department and AtkinsRéalisaccounting department for all invoicing tasks and questions.As part of this phase, the AtkinsRéalis team shall provide the following deliverables:Project Management PlanScope of WorkProject ScheduleWeekly project status updates and status meetings3.1.2 Planning and DesignDuring the planning and design phase, AtkinsRéalis will provide VUEWorks®specific requirements, address questions, and support Lake Forest. A one-day onsite kick-off meeting will be held at the outset of the project to formally introduce the project teams, establish communication protocols, and set the foundation for project collaboration. Initial interviews will be scheduled with departments to understand their current business processes and future needs. The business requirements will be assessed and further clarified during the configurationphase. Topics in these sessions will focus on:

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City of Lake Forest Asset Management Software Scope of Work 6/14
Review current processes and workflowsAsset data reviewoIdentify asset typesoReview existing tabular and spatial dataWork management data reviewoService request issuesoWork / maintenance activities and workflowsoPreventative maintenance activitiesResource management data reviewoPersonnel listsoInventory listsoEquipment itemsReporting needsReview the types of documents that will be linked in the system such as warranties, SOPs, drawing and images.Review field user (mobile app) process and needsUser roles and permissionsIntegrationsIdentify data requiring normalization or standardization to be completed by Lake ForestIntegration needs as defined in the System Integration Plan3.2 Configuration3.2.1 InstallationThe AtkinsRéalis team will provide installation of VUEWorks®. As part of the installation process, VUEWorks®will be integrated with Lake Forest enterprise GIS services, email server, and other data/file storage. The VUEWorks® SaaS provides web and mobile app-based tools for up to 2 environments (1 production and 1 non-production) and 50 concurrent users.As part of this phase, the AtkinsRéalis team shall provide the following deliverables:Software installation in DEV and PROD environmentsIntegration with Lake Forest GIS map services, email server, and data/file storage3.2.2 Configuration and IntegrationsDuring the Configuration phase, the AtkinsRéalis team may require additional meetings with business users to clarify requirements and make configuration decisions.

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City of Lake Forest Asset Management Software Scope of Work 7/14
Below are the tasks associated with the configuration. Receive information and data from Lake Forest per the assignmentsReview requirements with business users and request additional information as neededConfiguration of assets, forms, data fields, roles, and mobile componentsReview of configuration with Lake Forest for feedbackMake final configuration changesAs part of the configuration, AtkinsRéalis will configure for these identified areas; Parks, Buildings, Roadway, Urban Forestry and Drainage.AtkinsRéalis shall configure up to 1 Service Request Forms per identified area.AtkinsRéalis shall configure up to 5 Work Order Forms per identified area. AtkinsRéalis shall configure up to 3 Preventative Maintenance (recurring) work orders per identified area and provide training for Lake Forest staff to complete additional recurring work orders, if needed. AtkinsRéalis shall configure VUEWorks®WorkforceVUE mobile application for each identified area.VUEWorks® includes filtering, dashboard, and reporting capabilities. Many standard reports are built-in the system as part of installation. The AtkinsRéalis team will configure up to:• Up to 2 custom reports for use by Lake Forest3.2.2.1 Data ConversionLake Forest will provide data or database views per the data formatting requirements identified by AtkinsRéalis. AtkinsRéalis will perform one cycle of imports during this phase. If adjustments are necessary, they will be accounted for during the final data import during cut-over. The AtkinsRéalis team will import or key-in the following data from Excel files or database views provided by Lake Forest:Asset & Feature Inventory List of personnel and labor rates Parts and MaterialsEquipment and rates3.2.2.2 IntegrationsThe following list of systems have been identified as a potential integration with VUEWorks®. Each system will be evaluated with the Lake Forest system owner and business owner to define the integration need and document a proposed solution. The System Integration Plan will include the tasks, responsible party, and timeline for each integration. SystemDescriptionEsri ArcGISNative Integration in VUEWorks®Two-way real time integration: GIS asset inventory and Field Maps data Item: 11
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City of Lake Forest Asset Management Software Scope of Work 8/14
The AtkinsRéalis team will coordinate final integration requirements for identified systems. The interface approach will be agreed upon with Lake Forest and AtkinsRéalis will configure VUEWorks®data link and/or APIs per the plan.As part of this phase, AtkinsRéalis shall provide the following:1. System Integration Plan2. Integration development3.3 Testing and Training3.3.1 User Acceptance TestingThe AtkinsRéalis team will perform QC (Quality Control) testing and prepare the UAT (User Acceptance Testing) test scripts for the Lake Forest testers after the technical build is complete. UAT ensures the end-to-end requirements are met and the delivered solution is acceptable by the end users. AtkinsRéalis will work closely with Lake Forest to plan, create, and execute the necessary test cases and scripts to test the overall solution and validate the conversion results. The Lake Forest testers will be granted access to validate the configurations. The Lake Forest testers will provide consolidated testing feedback for review. Each item will be reviewed and retested by the AtkinsRéalis team. Feedback will be classified as: configuration change needed, request for a design change, or training item. Requested design changes will be documented and routed through the change control process. As part of this phase, the AtkinsRéalis team shall provide the following deliverables:UAT Test scenarios and scriptsAccess to TEST environment3.3.2 TrainingAtkinsRéalis will prepare a Training Plan based on the Lake Forest needs. As go-live approaches, the AtkinsRéalis team will work with Lake Forest to finalize the training details including specific curriculum and attendee list and update the Training Plan for each training session. Training will be conducted both remotely and final training onsite by the AtkinsRéalis team. Standard training material will be provided in electronic format to users. As part of this phase, the AtkinsRéalis team shall provide the following deliverables:Training PlanAdministrative Training to the project team as ad-hoc educationOnsite Formal Training Post Configuration and Testing oAdministrator Training will consist of ad-hoc education throughout the configuration phase along with remote training sessions post configuration.

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City of Lake Forest Asset Management Software Scope of Work 9/14
oEnd-User Training will consist of 3 consecutive days (6-hour sessions) of onsite training for users post configuration and testing. Standard Training Material3.4 Go-Live3.4.1 Production DeploymentThe AtkinsRéalis team will provide deployment of finalized configuration to the Production server. Upon completion of user acceptance testing and sign off, the final PROD environment will be configured by the AtkinsRéalis team, ensuring configuration settings, data load, and interfaces are functional. Users accounts will be imported. Lake Forest will provide support for final integrations to systems in their technical architecture to ensure Production interfaces function as planned. Lake Forest will provide formal go / no-go approval.As part of this phase, the AtkinsRéalis team shall provide the following deliverables:Software deployment of PROD environmentFinal configuration of PROD environmentFinal integration to Lake Forest with support of Lake Forest technical staffFinal data importImport of user accounts3.4.2 Go-Live SupportDuring the roll out or go-live phase, the AtkinsRéalis team will provide thirty daysof remote go-livesupport assistance once Lake Forest goes live in the production environment. The AtkinsRéalis team will provide weekly check-in calls with the Lake Forest Administrators to answer any questions that may have arisen from users during initial use. 3.5 Ongoing Maintenance and SupportAtkinsRéalis will apply VUEWorks®software upgrades and make release notes available. Users will also have access to technical support and knowledge base including access to manuals, help articles, and recorded webinars. Lake Forest users are invited to participate in the following opportunities to engage and network with other VUEWorks®users: annual meetings, online forum, and online webinars. As part of this phase and the 5-year hosted service, the AtkinsRéalis team shall provide the following deliverables:Hosting Maintenance and Support during the contracted periodAccess to VUEWorks®System release notes Access to technical support assistance Item: 11
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City of Lake Forest Asset Management Software Scope of Work 10/14
Registration into VUEWorks®Customer Support Portal with Knowledge BaseUser events4. Project ScheduleA preliminary project schedule is shown below using an estimated start date. The project schedule start date will be updated upon contract execution in coordination with the Lake Forest Project Manager. The AtkinsRéalis Project Manager will maintain the schedule through the life of the project to track progress and completion. The project schedule will be shared with the Lake Forest Project Manager as part of weekly status reporting. Figure 1: Lake Forest EAMS Project Schedule Item: 11
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City of Lake Forest Asset Management Software Scope of Work 11/14

5. Terms & Conditions5.1 Invoicing and Payment TermsIt is AtkinsRéalis normal practice to invoice monthly for all services as they are delivered or incurred on the project. Payment terms are Net 30 from the date of invoice. The AtkinsRéalis and Lake Forest Project Managers will work together to determine a monthly invoicing plan based on the project schedule. The project invoicing will be based on percentage completed. VUEWorks® Enterprise Asset Management Software Perpetual LicenseTable IYear 1Year 2Year 3Year 4Year 5TotalCMMS Solution (SaaS ELA License for 50 concurrent users and (150 users) 2 VUEWorks®application environments.$41,900.00 $41,900.00 $41,900.00 $41,900.00 $41,900.00 $209,500.00 Annual Maintenance and Support * Included in SaaS License$0.00 $0.00 $0.00 $0.00 $0.00 $0.00Totals$41,900.00$41,900.00 $41,900.00 $41,900.00 $41,900.00 $209,500.00 Table IIInitial Set Up and configuration* (fixed fee)$82,450.00$82,450.00Integration Services* (fixed fee) $18,500.00$18,500.00Training Services* (fixed fee) $10,000.00$12,500.00Post Support & Optimization $10,000.00$0.00Implementation Totals$113,450.00$0.00 $0.00 $0.00 $0.00$113,450.00 Project Totals$155,350.00$41,900.00 $41,900.00 $41,900.00 $41,900.00 $322.950.00 * To be furnished pursuant to the Statement of Work attached hereto, which is incorporated herein by reference.The Software; Services; Fees in Table II. Exclude any administration or assessment fee levied by the client unless expressly stated therein. All amounts in this Agreement are stated exclusive of Value Added Taxes, Sales Taxes, and indirect or turnover taxes. Any such taxes required to be charged will be separately stated on the invoice in addition to the total fees.

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City of Lake Forest Asset Management Software Scope of Work 12/14
Appendix B: Configurable ItemsThis Appendix provides a list of configuration items within VUEWorks®. Not all items may be included within this Scope of Work. Core System SettingsAuto Log Out SettingsChange Log SettingsUser ListsUser and Role PermissionsLayer SetupAsset Classes & TypesData LinksDocument TypesDocument LibrariesEmail SettingsGIS Search SettingsTime Entry SettingsReport Manager SettingsService Requests (SR)SR Bulk Operation SettingsSR Admin SettingsSR Email SettingsSR Number FormattingSR TypesSR Issues SR FormsSR TermsSR Routing ConfigurationCitizenVUE ConfigurationCitizen Request Portal ConfigurationWork Orders (WO)WO Bulk Operation SettingsWO Admin SettingsWO Number FormattingWO Email SettingsWO TypesWO ActivitiesWO FormsWO TasksWO TermsWO Routing ConfigurationWO StatusesWO PrioritiesWO Funding SourcesWorkforceVUE ConfigurationResource Manager Item: 11
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City of Lake Forest Asset Management Software Scope of Work 13/14
PersonnelLabor Rate TypesLabor TitlesCrewsPersonnel Permission GroupsPersonnel TermsPersonnel FormsEquipmentCategory and Sub-CategoryEquipment TypesEquipment Rate TypesEquipment Permission GroupsEquipment TermsEquipment FormsInventoryCategory and Sub-CategoryInventory TypesInventory Permission GroupsInventory Rate TypesInventory FormsWarehousesSuppliers, Manufacturer ListsFacilitiesFacility Templates Asset TypesAttributesDefault ValuesWorkforceVUE mobile bundlesConditionCondition FormsoCategoriesoDefectsoWeightsoRatingsoOverride RatingsoCondition TermsRiskFailure ModesFailure ProbabilitiesConsequencesConsequence RatingsRisk TermsProjectsProject StatusesProject GroupsInflation RatesProject TermsProject Forms Item: 11
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City of Lake Forest Asset Management Software Scope of Work 14/14
JobsValuationHistorical CostsInflation IndexDepreciation OptionsBudget ForecastingLife ExpectanciesDeteriorationBaseline SettingsJob AssignmentsJob FundingWork Plan Budgeting Item: 11
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Attachment 2
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Agency Port of Long Beach (City of Long
Beach)
City of Simi Valley Larimer County, Colorado
Title IT Analyst Enterprise Systems Analyst Software Administrator # Questions Response Response Response
1 Scope of Services Inititial utilized for fleet services and facilities, currently
implementing expansion of all
assets
Implementing for citywide assets Implemented for countywide roadway assets and drainage
2 Please rate the overall
performance of work on a 1-5
scale (1=Poor, 2=Ok, 3=Good,
4=Very Good,
5=Excellent)
5 5 5
3 Were there any delays or
deviations from the vendor's
workplan? No
Yes - due to unanticipated issues
integrating VUEWorks and other
City software systems. Outsisde
vendor (DTS) control.

No
4 Did the vendor meet all deadlines? Yes Yes Yes
5 Was regular communication
satisfactory?
5 5 5
6 How would you rate the vendor's
approach with City staff,
representatives, and the public.?
Please rate it on a 1-5 scale
(1=Poor, 2=0k, 3=Good,
4=Verv Good, 5=Excellent)
5 5 5
7 Would you consider using this firm
for future projects/services?
Yes Yes Yes
8 Please include any additional
comments or information
regarding your experience with the
vendor.

Port conducted two independent
additional RFP processes for
expansion and DTS was selected
for both solutions.

Have received high quality
assistance and support for a
complex implementation
Cited thorough training process
for public works staff and
resolution of any issues
Reference Check
Data Transfer Solutions (DTS) ("VUEWorks")
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CITY COUNCIL AGENDA REPORT
MEETING DATE: 6/16/2026
DEPARTMENT: Information Technology
SUBJECT:

FOURTH AMENDMENT TO THE AGREEMENT WITH ABTECH

TECHNOLOGIES FOR INFORMATION TECHNOLOGY SUPPORT SERVICES RECOMMENDED ACTION(S):

1. Approve the Fourth Amendment to the Agreement with Abtech Technologies for Information Technology Support Services ("Proposed Amendment").

2. Authorize the Mayor to sign, and the City Clerk to attest, the Fourth Amendment to the Agreement with Abtech Technologies substantially in the form attached.

EXECUTIVE SUMMARY:

Per the City’s Purchasing and Contracting Guidelines, the City entered into an Agreement with Abtech Technologies (“Abtech”) in June 2021 to provide managed Information Technology (“IT”) support services (Attachment 1). The Agreement has subsequently been amended to extend the contract term and adjust compensation levels to support the City’s ongoing technology needs (Attachments 2–4).

The Proposed Amendment (Attachment 5) would extend the contract term through July 31, 2027, and increase compensation by $476,933.76, resulting in a revised not-to-exceed amount of $2,570,769.76. The scope of services remains unchanged and includes managed IT support, cybersecurity operations, end-user support, disaster recovery, and technology infrastructure management.

The City Council adopted Strategic Plan Initiative SP #48 to develop a Citywide Technology Master Plan that will help define the City’s future technology needs.

The Technology Master Plan will help define the scope and service requirements of the City’s next managed IT services agreement. Staff recommends extending the current Agreement through July 31, 2027, to allow completion of this effort before initiating a future procurement process for long-term managed IT services.

Abtech continues to provide satisfactory services in support of the City’s operational needs, and the proposed 3.00% rate adjustment is within the Item: 12
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contractual Consumer Price Index (“CPI”) limitation. Sufficient funding is available in the 2025-2027 Operating Budget to support the Proposed Amendment.

BACKGROUND:

On June 15, 2021, following a competitive procurement process, the City Council awarded a Professional Services Agreement to Abtech to provide managed IT support services. The original agreement included a three-year term, two optional one-year extensions, and a total not-to-exceed compensation amount of $1,197,546 (Attachment 1). Table 1 summarizes subsequent amendments to the Agreement.

Table 1: Summary of Agreement Amendments
Amendment Contract Term/ Reason for
Amendment
Not-to-Exceed
Compensation
Original Agreement
(Attachment 1) June 15, 2021 – July 31, 2024 $1,197,546 First Amendment
(Attachment 2) Extended through July 31, 2025 $1,639,046 Second
Amendment
(Attachment 3)
Extended through July 31, 2026 $2,093,836
Third Amendment
(Attachment 4) No change to term. No change*
*Corrected a clerical error in Exhibit “C” related to the Year 5 monthly base fee.

The correction did not affect approved compensation.

On June 3, 2025, the City Council approved the City’s Strategic Plan, which outlines key priorities and initiatives to guide the City’s long-term operations and service delivery. As part of Goal B: “Our connected city is engaged, informed, and technologically current,” Strategic Plan Initiative SP #48 directs the City to develop a Citywide Technology Master Plan (“Technology Master Plan”).

To implement Strategic Plan Initiative SP #48, the City Council approved an agreement with ClientFirst Consulting Group on April 21, 2026, to develop the Citywide Technology Master Plan (“Technology Master Plan”). The project is evaluating the City’s technology systems, infrastructure, cybersecurity environment, and operational needs. The Technology Master Plan will establish a roadmap for future technology investments, operational improvements, and future managed IT service requirements.

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DISCUSSION:

The Proposed Amendment would extend the contract term through July 31, 2027, and increase the total annual compensation by $476,933.76. The scope of work remains unchanged.

Abtech provides managed IT services that support the City's technology infrastructure, cybersecurity operations, end-user support, disaster recovery, and technology standards and practices.

Abtech's performance is monitored through monthly service level agreements (“SLAs”). Since implementation of the Agreement, Abtech has consistently met or exceeded established performance targets. Table 2 summarizes representative performance metrics.

Table 2: Abtech Technologies – SLA Performance Metrics (Years 1–5) Representative
Reporting
Measure
SLA
Target Year 1 Year 2 Year 3 Year 4 Year 5
Service
Requests
Completed
within 3 Days
90%
Completed 87% 95% 96% 94% 94%
Server
Availability

99.5%
Available 99.8% 99.8% 99.8% 99.8% 99.9%
Network
Availability

99.5%
Available 99% 99% 99% 99% 99.3%
Computer
Patches and
Updates
95%
Approved
Patches
applied 96% 96% 96% 96% 97%
Satisfaction
Survey
95%
Satisfied
with
Resolution 99.6% 99.8% 99.4% 99.4% 99.5%
As part of the Technology Master Plan effort, the City is reviewing and updating Citywide technology policies and standards, including cybersecurity, data governance, operational technology, and Artificial Intelligence governance. This effort will establish a roadmap for future technology investments and operational improvements to address the needs of the City and its ultimate service delivery to its residents.

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The recommendations resulting from the Technology Master Plan will likely influence the City’s future managed IT service requirements, including service delivery models, cybersecurity responsibilities, technology infrastructure support, and technology governance functions. Completion of the Technology Master Plan will provide the City with a clearer understanding of its future managed IT service requirements before procuring its next long-term managed IT services agreement.

Staff recommends extending the current Agreement through July 31, 2027, to allow for the completion of the Technology Master Plan prior to initiating a future Request for Proposals (“RFP”) process for managed IT services. Upon completion, staff anticipate returning to the market with a procurement strategy aligned with the City’s future managed IT service requirements and long-term technology objectives.

The Agreement includes two categories of services: (1) Basic Support Services, billed at a fixed monthly rate, and (2) Extra Work services, billed on an hourly basis for projects outside the routine scope of work.

The proposed Fourth Amendment includes a 3.00% increase to the Basic Support Services fees and Extra Work hourly rates. The proposed adjustment will increase the contract amount by $476,933.76. Tables 3 and 4 summarize contract pricing.

Table 3: Basic Support Services
Annual Cost
Year 1 - Original Agreement $350,682.00
Year 2 - Original Agreement $350,682.00
Year 3 - Original Agreement $350,682.00
Year 4 - First Amendment $393,000.00
Year 5 - Second Amendment $404,790.00
Year 6 - Fourth Amendment $416,933.76
Contract Total $2,266,769.76
Table 4: Extra Work Services
Functional
Roles
Hourly
Rates
(Year 1-3)
Original
Agreement
Hourly
Rates
(Year 4)
First
Amendment
Hourly
Rates
(Year 5)
Second
Amendment
Hourly
Rates
(Year 6)
Fourth
Amendment
Annual
Total
(Year
6)
Contract
Total
(Years
1 – 6)
Level 1
Engineer
$ 105 $ 120 $124 $128
Level 2
Engineer
$ 125 $ 140 $144 $148
$60,000 $304,000
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Functional
Roles
Hourly
Rates
(Year 1-3)
Original
Agreement
Hourly
Rates
(Year 4)
First
Amendment
Hourly
Rates
(Year 5)
Second
Amendment
Hourly
Rates
(Year 6)
Fourth
Amendment
Annual
Total
(Year
6)
Contract
Total
(Years
1 – 6)
Level 3
Engineer
$ 165 $ 185 $191 $197
Project
Manager
$ 90 $ 100 $101 $106
The Third Amendment (Attachment 4) limits annual rate increases to no more than the CPI for the Los Angeles/Long Beach/Anaheim region. With the 12- month CPI at 3.01%, the proposed 3.00% increase is within the contractual limit.

Pursuant to the City’s Purchasing and Contracting Guidelines, staff conducted a vendor performance evaluation using the City’s standard criteria, including scope performance, timeliness, budget performance, and customer service. The results are summarized in Table 5.

Table 5: Vendor Assessment
Abtech IT Support Services Performance Assessment
August 1, 2025 to May 31, 2026
Category Rating
Unsatisfied (1) - Very Satisfied (5)
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 Overall Rating ☐ Unsatisfied ☐ Satisfied ☒ Very Satisfied Staff recommends approval of the Proposed Amendment to extend the Agreement through July 31, 2027, and increase the contract amount by $476,933.76, resulting in a revised not-to-exceed amount of $2,570,769.76 (Attachment 5).

The Proposed Amendment was prepared by the IT Division in accordance with the City’s Purchasing and Contracting Guidelines and has been reviewed and approved as to form by the City Attorney’s Office.

FISCAL IMPACT:

The 2025-2027 Operating Budget for the IT Division has sufficient funds for the Proposed Amendment.

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ATTACHMENTS:

1. Original Agreement with Abtech Technologies

2. First Amendment to the Agreement with Abtech Technologies

3. Second Amendment to the Agreement with Abtech Technologies

4. Third Amendment to the Agreement with Abtech Technologies

5. Proposed Fourth Amendment to the Agreement with Abtech Technologies Initiated By: Joanne Jin, Information Technology Manager Submitted By: Keith Neves, Assistant City Manager
Approved By: Debra Rose, City Manager
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ATTACHMENT 1
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ATTACHMENT 2
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IT SUPPORT AND CONSULTING SERVICES

City of Lake Forest
100 Civic Center Dr.

Lake Forest, CA 92630

DocuSign Envelope ID: 815BBEEA-2F99-43BA-9AA2-506A26F5AFA7 Item: 12
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City of Lake Forest
First Amendment to Professional Services Agreement
IT Support and Consulting Services
I. PARTIES AND DATE. ................................ ................................ ..............

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

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

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

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

DocuSign Envelope ID: 815BBEEA-2F99-43BA-9AA2-506A26F5AFA7 Item: 12
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Title: IT Support and 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 Abtech Technologies, Inc., a California Corporation (Inc.) , with its principal place of business at 1235 Activity Drive, Unit B, Vista, CA 92081 (“Consultant”). City and Consultant are sometimes individually referred to herein as “Party” and collectively as “Parties.” DocuSign Envelope ID: 815BBEEA-2F99-43BA-9AA2-506A26F5AFA7 26 2024
JUNE
Item: 12
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Title: IT Support and Consulting Services
4 2. RECITALS.

2.1. Agreement
The Parties entered into that certain Agreement for Information Technology Support and Consulting Services dated June 18, 2021 (“Agreement”).

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

DocuSign Envelope ID: 815BBEEA-2F99-43BA-9AA2-506A26F5AFA7 Item: 12
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Title: IT Support and 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 July 1, 2021 to July 31, 2025, unless earlier terminated as provided herein. The City shall have the unilateral option, at its sole discretion, to renew this Agreement annually for no more than one (1) additional one-year terms. 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 ONE MILLION SIX HUNDRED THIRTY -NINE THOUSAND FORTY-SIX DOLLARS ($1,639,046) 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 its entirety 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 First Amendment, the remaining provisions of the Agreement shall remain in full force and effect.

DocuSign Envelope ID: 815BBEEA-2F99-43BA-9AA2-506A26F5AFA7 Item: 12
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Title: IT Support and Consulting Services
6 4. SIGNATURES.

4.1. SIGNATURES.

CITY OF LAKE FOREST Abtech Technologies, Inc.

By: [AUTHORIZED CITY SIGNATURE]

Mark Tettemer
Mayor
By: [VENDOR SIGNATURE 1]

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

By: [CITY CLERK SIGNATURE]

Lisa Berglund
City Clerk
By: [VENDOR SIGNATURE 2]

Robert Russell
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: 815BBEEA-2F99-43BA-9AA2-506A26F5AFA7 Item: 12
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Title: IT Support and 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 ONE MILLION SIX HUNDRED THIRTY-NINE THOUSAND FORTY-SIX DOLLARS ($1,639,046) according to the following schedule:

A. Base Fee: Consultant shall be paid a monthly fee of $32,750 for maintenance services defined in the Scope of Work as shown in Table 1:

Table 1
Year 1 Year 2 Year 3 Year 4
(1st Amendment)
Contract Total
Annual Cost

$ 350,682

$ 350,682

$ 350,682

$ 393,000

$ 1,445,046

B. Projects: Consultant shall be paid monthly for projects performed at the request of the City. All project work must be approved in advance. Consultant hourly rates are established in Table 2:

Table 2
Resource Hourly Rate Hourly Rate
(1st Amendment) Annual Total Contract Total
Level 1 Engineer $ 105 $120 $48,500 $194,000
Level 2 Engineer $ 125 $140
Level 3 Engineer $ 165 $185
Project Manager $ 90 $100

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: 815BBEEA-2F99-43BA-9AA2-506A26F5AFA7 Item: 12
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ATTACHMENT 3
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IT SUPPORT AND CONSULTING SERVICES
(2021-042.2)

City of Lake Forest
100 Civic Center Dr.

Lake Forest, CA 92630

Docusign Envelope ID: E7C3DF89-9886-478F-B8B1-DBF472B043B4 Item: 12
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City of Lake Forest
Second Amendment to Professional Consultant Services Agreement IT Support and Consulting Services
I. PARTIES AND DATE. ................................ ................................ ..............

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

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

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

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

Docusign Envelope ID: E7C3DF89-9886-478F-B8B1-DBF472B043B4 Item: 12
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Title: IT Support and 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 Abtech Technologies, Inc., a California Corporation (Inc.) , with its principal place of business at 1235 Activity Drive, Unit B, Vista, CA 92081 (“Consultant”). City and Consultant are sometimes individually referred to herein as “Party” and collectively as “Parties.” Docusign Envelope ID: E7C3DF89-9886-478F-B8B1-DBF472B043B4 15th July
2025
Item: 12
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Title: IT Support and Consulting Services
4 2. RECITALS.

2.1. Agreement
The Parties entered into that certain Agreement for Information Technology Support and Consulting Services dated June 18, 2021 (“Agreement”).

2.2. First Amendment
The Parties entered into that certain First Amendment to extend the term of the Agreement, increase the total amount of compensation under the Agreement, and update the rates of compensation under the Agreement dated June 26, 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: E7C3DF89-9886-478F-B8B1-DBF472B043B4 Item: 12
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Title: IT Support and 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 July 1, 2021 to July 31, 2026, 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 TWO MILLION NINETY -THREE THOUSAND EIGHT HUNDRED THIRTY -SIX DOLLARS DOLLARS ($2,093,836.00) 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
Exhibit “C” of the Agreement is hereby amended in its entirety in the form of EXHIBIT "C" - COMPENSATION to this First Amendment, attached hereto and incorporated herein.

3.4. 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: E7C3DF89-9886-478F-B8B1-DBF472B043B4 Item: 12
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Title: IT Support and Consulting Services
6 4. SIGNATURES.

4.1. SIGNATURES.

CITY OF LAKE FOREST Abtech Technologies, Inc.

By: [AUTHORIZED CITY SIGNATURE]

Scott Voigts
Mayor
By: [VENDOR SIGNATURE 1]

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

By: [CITY CLERK SIGNATURE]

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

Robert Russell
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: E7C3DF89-9886-478F-B8B1-DBF472B043B4 Item: 12
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Title: IT Support and 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 TWO MILLION NINETY-THREE THOUSAND EIGHT HUNDRED THIRTY-SIX DOLLARS ($2,093,836.00) according to the following schedule:

A. Base Fee: Consultant shall be paid a monthly fee of $32,750 for maintenance services defined in the Scope of Work as shown in Table 1:

Table 1
Year 1 Year 2 Year 3 Year 4
(1st Amendment)
Year 5
(2nd Amendment)
Contract Total
(Years 1-5)
Annual Cost $350,682 $350,682 $350,682 $393,000 $404,790 $1,849,836

B. Projects: Consultant shall be paid monthly for projects performed at the request of the City. All project work must be approved in advance. Consultant hourly rates are established in Table 2:

Table 2
Resource Hourly Rate
(Original
Agreement)
Hourly Rate
(1st Amendment)
Hourly Rate
(2nd Amendment)
Annual Total
(Year 5)
Contract Total
(Years 1-5)
Level 1 Engineer $105 $120 $124 $50,000 $244,000
Level 2 Engineer $125 $140 $144
Level 3 Engineer $165 $185 $191
Project Manager $90 $100 $101

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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ATTACHMENT 4
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IT SUPPORT AND CONSULTING SERVICES
(2021-042.3)

City of Lake Forest
100 Civic Center Dr.

Lake Forest, CA 92630

Docusign Envelope ID: 48B4E998-3BA7-4120-979F-7E52B3FD68F4 Item: 12
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City of Lake Forest
Third Amendment to Professional Consultant Services Agreement IT Support and Consulting Services
I. PARTIES AND DATE. ................................ ................................ ..............

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

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

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

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

Docusign Envelope ID: 48B4E998-3BA7-4120-979F-7E52B3FD68F4 Item: 12
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Title: IT Support and 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 Abtech Technologies, Inc., a California Corporation (Inc.) , with its principal place of business at 1235 Activity Drive, Unit B, Vista, CA 92081 (“Consultant”). City and Consultant are sometimes individually referred to herein as “Party” and collectively as “Parties.” Docusign Envelope ID: 48B4E998-3BA7-4120-979F-7E52B3FD68F4 September10th
2025
Item: 12
409

Title: IT Support and Consulting Services
4 2. RECITALS.

2.1. Agreement
The Parties entered into that certain Agreement for IT Support and Consulting Services dated July 1, 2021 (“Agreement”).

2.2. First Amendment
The Parties entered into that certain First Amendment to extend the term of the Agreement, increase the total amount of compensation under the Agreement, and update the rates of compensation under the Agreement dated June 26, 2024 ("First Amendment").

2.3. Second Amendment
The Parties entered into that certain Second Amendment 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 dated July 15, 2025 ("Second Amendment").

2.4. Third Amendment
The Parties now desire to amend the Agreement in order to amend the compensation schedule under the Agreement
Docusign Envelope ID: 48B4E998-3BA7-4120-979F-7E52B3FD68F4 Item: 12
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Title: IT Support and Consulting Services
5 3. TERMS.

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

3.2. Remaining Provisions of Agreement.

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

Docusign Envelope ID: 48B4E998-3BA7-4120-979F-7E52B3FD68F4 Item: 12
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Title: IT Support and Consulting Services
6 4. SIGNATURES.

4.1. SIGNATURES.

CITY OF LAKE FOREST Abtech Technologies, Inc.

By: [AUTHORIZED CITY SIGNATURE]

Debra Rose
City Manager
By: [VENDOR SIGNATURE 1]

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

By: [CITY CLERK SIGNATURE]

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

Robert Russell
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: 48B4E998-3BA7-4120-979F-7E52B3FD68F4 Item: 12
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Title: IT Support and 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 TWO MILLION NINETY-THREE THOUSAND EIGHT HUNDRED THIRTY-SIX DOLLARS ($2,093,836.00) according to the following schedule:

A. Base Fee: Consultant shall be paid a monthly fee of $33,732.50 for maintenance services defined in the Scope of Work as shown in Table 1:

Table 1
Year 1 Year 2 Year 3 Year 4
(1st Amendment)
Year 5
(2nd Amendment)
Contract Total
(Years 1-5)
Annual Cost $350,682 $350,682 $350,682 $393,000 $404,790 $1,849,836

B. Projects: Consultant shall be paid monthly for projects performed at the request of the City. All project work must be approved in advance. Consultant hourly rates are established in Table 2:

Table 2
Resource Hourly Rate
(Original
Agreement)
Hourly Rate
(1st
Amendment)
Hourly Rate
(2nd
Amendment)
Annual
Total
(Year 5)
Contract
Total
(Years 1-5)
Level 1
Engineer
$105 $120 $124 $50,000 $244,000
Level 2
Engineer
$125 $140 $144
Level 3
Engineer
$165 $185 $191
Project
Manager
$90 $100 $101

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: 48B4E998-3BA7-4120-979F-7E52B3FD68F4 Item: 12
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ATTACHMENT 5
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IT SUPPORT AND CONSULTING SERVICES
(2021-042.4)

City of Lake Forest
100 Civic Center Dr.

Lake Forest, CA 92630

Docusign Envelope ID: CFDF7263-2625-8259-8169-3268DBCF11C9 Item: 12
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City of Lake Forest
Fourth Amendment to Professional Consultant Services Agreement IT Support and Consulting Services
I. PARTIES AND DATE. ................................ ................................ ..............

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

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

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

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

Docusign Envelope ID: CFDF7263-2625-8259-8169-3268DBCF11C9 Item: 12
416

Title: IT Support and 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 Abtech Technologies, Inc., a California Corporation (Inc.) , with its principal place of business at 1235 Activity Dr, Unit B, Vista, CA 92081 (“Consultant”). City and Consultant are sometimes individually referred to herein as “Party” and collectively as “Parties.” Docusign Envelope ID: CFDF7263-2625-8259-8169-3268DBCF11C9 Item: 12
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Title: IT Support and Consulting Services
4 2. RECITALS.

2.1. Agreement
The Parties entered into that certain Agreement for Information Technology Support Services dated July 1, 2021 (“Agreement”).

2.2. First Amendment
The Parties entered into that certain First Amendment to extend the term of the Agreement, increase the total amount of compensation under the Agreement, and update the rates of compensation under the Agreement dated June 26, 2024 ("First Amendment").

2.3. Second Amendment
The Parties entered into that certain Second Amendment 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 dated July 15, 2025 ("Second Amendment").

2.4. Third Amendment
The Parties entered into that certain Third Amendment to amend the compensation schedule under the Agreement dated September 10, 2025 ("Third Amendment").

2.5. Fourth 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.

Docusign Envelope ID: CFDF7263-2625-8259-8169-3268DBCF11C9 Item: 12
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Title: IT Support and 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 July 1, 2021 to July 31, 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 TWO MILLION FIVE HUNDRED SEVENTY

THOUSAND SEVEN HUNDRED SIXTY -NINE DOLLARS AND SEVENTY -SIX CENTS DOLLARS ($2,570,769.76) without written approval of the City Council or City Manager as applicable. Extra Work may be authorized, as described below, and if a uthorized, will be compensated at the rates and manner set forth in this Agreement.

3.3. Remaining Provisions of Agreement.

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

Docusign Envelope ID: CFDF7263-2625-8259-8169-3268DBCF11C9 Item: 12
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Title: IT Support and Consulting Services
6 4. SIGNATURES.

4.1. SIGNATURES.

CITY OF LAKE FOREST Abtech Technologies, Inc.

By: [AUTHORIZED CITY SIGNATURE]

Robert Pequeño
Mayor
By: [VENDOR SIGNATURE 1]

Robert Russell
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]

Robert Russell
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: CFDF7263-2625-8259-8169-3268DBCF11C9 Item: 12
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Title: IT Support and 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 TWO MILLION FIVE HUNDRED SEVENTY THOUSAND SEVEN HUNDRED SIXTY-NINE DOLLARS AND SEVENTY-SIX CENTS ($2,570,769.76).

A. Base Fee: Consultant shall be paid a monthly fee of $34,744.48 for maintenance services defined in the Scope of Work as shown in Table 1:

Table 1: Basic Support Services
Year 1 Year 2 Year 3
Year 4
(1st
Amendment)
Year 5
(2nd
Amendment)
Year 6
(4th
Amendment)
Contract Total
(Years 1-6)
Annual
Cost $350,682 $350,682 $350,682 $393,000 $404,790 $416,933.76 $2,266,769.76

B. Projects: Consultant shall be paid monthly for projects performed at the request of the City. All project work must be approved in advance. Consultant hourly rates are established in Table 2:

Table 3: Extra Work Services
Resource Hourly Rates
(Original
Agreement)
Hourly Rates
(1st
Amendment)
Hourly Rates
(2nd
Amendment)
Hourly Rates
(4th
Amendment)
Annual Total
(4th
Amendment)
Contract Total
(Years 1–6)
Level 1
Engineer $105 $120 $124 $127.73
$60,000 $304,000
Level 2
Engineer $125 $140 $144 $148.33
Level 3
Engineer $165 $185 $191 $196.75
Project
Manager $90 $100 $101 $104.04

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: CFDF7263-2625-8259-8169-3268DBCF11C9 Item: 12
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CITY COUNCIL AGENDA REPORT
MEETING DATE: 6/16/2026
DEPARTMENT: Information Technology
SUBJECT:

SEVENTH AMENDMENT TO THE AGREEMENT WITH ABTECH

TECHNOLOGIES FOR BACKUP AND DISASTER RECOVERY SERVICES
RECOMMENDED ACTION(S):

1. Approve the Seventh Amendment to the Agreement with Abtech Technologies, Inc. for backup and disaster recovery services. (“Proposed Amendment”)

2. Authorize the Mayor to execute, and the City Clerk to attest, the Seventh Amendment to the Agreement with Abtech Technologies, Inc., substantially in the form attached.

EXECUTIVE SUMMARY:

Per the City’s Purchasing and Contracting Guidelines, the City entered into an Agreement with Abtech Technologies (“Abtech”) in September 2018 to provide backup and disaster recovery services (Attachment 1). The Agreement has subsequently been amended to extend the contract term and adjust compensation levels to support the City’s ongoing disaster recovery and operational resiliency needs (Attachments 2–7).

The Proposed Amendment (Attachment 8) would extend the contract term through July 31, 2027, and increase compensation by $58,110.54, resulting in a revised not-to-exceed total compensation of $398,739.03. The scope of services remains unchanged and includes backup and disaster recovery services designed to support the City’s ability to recover data and restore critical systems in the event of data loss, cybersecurity incidents, or other service disruptions.

The City Council adopted Strategic Plan Initiative SP #48 to develop a Citywide Technology Master Plan (“Technology Master Plan”). The Technology Master Plan is evaluating the City’s disaster recovery capabilities, cybersecurity environment, and operational resiliency needs and will help inform future disaster recovery service requirements. In addition, disaster recovery services are closely integrated with the City’s managed Information Technology (“IT”) services environment, and the City has maintained both agreements on aligned terms to Item: 13
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support operational continuity. Staff recommends extending the current Agreement through July 31, 2027, to allow completion of the Technology Master Plan before initiating a future procurement process for long-term disaster recovery services while maintaining alignment with the City’s managed IT services agreement.

Abtech continues to provide satisfactory services in support of the City’s operational needs, and the proposed 3.00% rate adjustment is within the contractual Consumer Price Index (“CPI”) limitation. Sufficient funding is available in the 2025-2027 Operating Budget to support the Proposed Amendment.

BACKGROUND:

On September 4, 2018, following a competitive procurement process, the City Council awarded an agreement to Abtech to provide backup and disaster recovery services. Table 1 summarizes the amendment history of the Agreement.

Table 1 Summary of Agreement Amendments
Amendment Purpose Contract Term Not-to-Exceed
Compensation
Original
Agreement
(Attachment 1)
Backup and
disaster recovery
services
September 4, 2018,
through September
30, 2021
$92,837.00
First Amendment
(Attachment 2)
Added hosted
data storage
No change $140,594.00
Second
Amendment
(Attachment 3)
Updated covered
equipment
inventory
No change No change
Third Amendment
(Attachment 4)
Term extension Through December
31, 2021
No change
Fourth
Amendment
(Attachment 5)
Term extension
and MSP
alignment
Through July 31,
2024
$241,530.00
Fifth Amendment
(Attachment 6)
Term extension Through July 31,
2025
$279,210.49
Sixth Amendment
(Attachment 7)
Term extension Through July 31,
2026
$340,628.49
The City also contracts with Abtech for managed IT support services. The backup and disaster recovery services agreement has historically been maintained on the same term as the managed IT services agreement to support Item: 13
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coordinated management of the City’s technology infrastructure, cybersecurity environment, and operational support services.

On June 3, 2025, the City Council approved the City’s Strategic Plan, which outlines key priorities and initiatives to guide the City’s long-term operations and service delivery. As part of Goal B: “Our connected city is engaged, informed, and technologically current,” Strategic Plan Initiative SP #48 directs the City to develop a Citywide Technology Master Plan.

To implement Strategic Plan Initiative SP #48, the City Council approved an agreement with ClientFirst Consulting Group on April 21, 2026, to develop the Technology Master Plan. The project is evaluating the City’s technology systems, infrastructure, cybersecurity environment, operational resiliency, and disaster recovery capabilities. The Technology Master Plan will help inform future technology investments and the City’s long-term disaster recovery, cybersecurity, and operational resiliency strategies.

DISCUSSION:

The Proposed Amendment would extend the contract term through July 31, 2027, and increase the contract amount by $58,110.54. The scope of services remains unchanged.

Disaster recovery services are closely integrated with the City's managed IT services environment because both services rely on the same technology infrastructure, cybersecurity controls, and operational support processes. From 2018 through June 2021, these services were provided by separate vendors, which created coordination challenges during implementation and management of the City's backup and recovery systems. In 2021, the City selected Abtech through a competitive procurement process to provide managed IT services. This enabled the City to consolidate both services under a single provider, improving service delivery and supporting operational continuity.

The City is currently developing a Technology Master Plan pursuant to Strategic Plan Initiative SP #48. The Technology Master Plan is evaluating the City’s backup and disaster recovery capabilities, cybersecurity environment, and operational resiliency needs.

Staff recommends extending the current Agreement through July 31, 2027, to allow completion of the Technology Master Plan prior to initiating a future procurement process for disaster recovery services. Completion of the Technology Master Plan will provide the City with a clearer understanding of its long-term disaster recovery and technology needs before procuring its next long- term disaster recovery services agreement.

Item: 13
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Maintaining alignment between the disaster recovery services agreement and the managed IT services agreement will support operational continuity while the City evaluates its long-term technology and disaster recovery needs.

The Proposed Amendment would increase the contract amount by $58,110.54, resulting in a revised not-to-exceed amount of $398,739.03. The proposed 3.00% rate adjustment is within the contractual Consumer Price Index (“CPI”) limitation and is considered reasonable given the services provided under the Agreement.

Pursuant to the City’s Purchasing and Contracting Guidelines, staff conducted a vendor performance evaluation using the City’s standard criteria, including scope performance, timeliness, budget performance, and customer service. The results are summarized in Table 2.

Table2 - Vendor Assessment
Agreement With Abtech Technologies, Inc. For Backup And Disaster Recovery Services
From August 1, 2025, to May 30, 2026
Category Rating
Unsatisfied (1) - Very Satisfied (5)
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 Overall Rating ☐ Unsatisfied ☐ Satisfied ☒ Very Satisfied Staff recommends approval of the Proposed Amendment to extend the Agreement through July 31, 2027, and increase the contract amount by $58,110.54, resulting in a revised not-to-exceed amount of $398,739.03 (Attachment 8).

The Proposed Amendment was prepared by the IT Division and has been reviewed and approved as to form by the City Attorney’s Office.

FISCAL IMPACT:

Fiscal Year 2026-27 of the 2025-2027 Operating Budget has sufficient funds for the proposed Amendment.

Item: 13
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ATTACHMENTS:

1. Original Agreement with Abtech Technologies for backup and recovery

2. First Amendment with Abtech Technologies for backup and recovery

3. Second Amendment with Abtech Technologies for backup and recovery

4. Third Amendment with Abtech Technologies for backup and recovery

5. Fourth Amendment with Abtech Technologies for backup and recovery

6. Fifth Amendment with Abtech Technologies for backup and recovery

7. Sixth Amendment with Abtech Technologies for backup and recovery

8. Proposed Seventh Amendment with Abtech Technologies for backup and recovery
Initiated By: Joanne Jin, Information Technology Manager Submitted By: Keith Neves, Assistant City Manager
Approved By: Debra Rose, City Manager
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ATTACHMENT 1
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ATTACHMENT 2
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ATTACHMENT 3
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DocuSign Envelope ID: 479C1883-5624-4656-8D48-160A71B2B72C Item: 13
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DocuSign Envelope ID: 479C1883-5624-4656-8D48-160A71B2B72C Item: 13
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DocuSign Envelope ID: 479C1883-5624-4656-8D48-160A71B2B72C 5/18/2021
Dana Collins
President
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ATTACHMENT 4
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ATTACHMENT 5
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DmSign Envelope ID: 998WK- B141424D9FFMA9772288785
AMENDMENT D: AMENDMENT TO CONTRACT STOSS
FOURTH AMENDMENT")
Date: October 25, 2021 Client: City of Lake Forest
Contract #: ST055 Contact: Douglas McBratnev
Amendment #: D Phone: 949- 461- 3400
Email: dmcbratnev@lakeforestca. aov
r- • r• t• 1riL TiL'lA- r
The subject contracts are hereby amended to Incorporate this Addendum D ("Fourth Amendment") to contract ST055: Abtech StorTrustManaged Disaster RecoveryAgreement, as itemized below. All other terms and conditions of STO55 remain In force.

I. Tenn Extension

1. The oonttact tern shall be extended to terminate on July 31, 2024, unless earlier terminated as provided in the Master Customer Service Agreement.

II. Covered Systerns and Storage ..

1. The cloud storage allocation Is Increased from 14 to 20 Terabytes ( TB).

2. Thesupported Operating Systemsare updated to Windows Server 2012 R2 or later, and Red Hat Unux 6. 3 or later.

3. The number of Virtual Machines and virtual CPUs is Increased from 25 to 50.

III. Disaster Recovery Test

1. Disaster RecoveryTest, to be conducted annually at a mutually agreeable time, Is included.

Iv. cost

1. The cost of services will be $3,256 per month.

PageI oft StorlrmMAmendment a 170119. 1
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Dow5I9n Enw1ope ID: 99885F8C-8141424D- 9FF7-0Aon2288785 Agreed to:

Alotech Technologies, Inc.
ceswa7 Bmm
tia a CeMl
BY: twu: ip- in9pDonaDana
Collins President
10/
25/ 2021Agreed
to ( Client): City
of lakeForestName:

SCO --I- V01qTitle•
MAgyrDate'
I 113INz' i ATTEST`
Lisa
Berglund, MPA City
ClerkOf
theCityof LakeForestDATED:
11 • S' oZI Page
2 of SlorTnw Ammdmem v281701 M1
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ATTACHMENT 6
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