Placentia City Council
January 10, 2023

REQUEST FOR PROPOSALS (RFP)

PROFESSIONAL CONSULTING SERVICES

FOR THE

CITY OF PLACENTIA LOCAL HAZARD MITIGATION PLAN PROJECT

RFP RESPONSES TO BE RECEIVED UNTIL
5:00 P.M., THURSDAY JULY 14, 2022
Date Issued: June 20, 2022
City of Placentia
401 East Chapman Avenue
Placentia, CA 92870
Approved for Advertising:

Rosanna Ramirez
Deputy City Administrator

REQUEST FOR PROPOSALS (RFP)
FOR

PROFESSIONAL CONSULTING SERVICES

FOR THE

CITY OF PLACENTIA HAZARD MITIGATION PLAN PROJECT

TABLE OF CONTENTS
INTRODUCTION 3
1 SCOPE OF WORK 5
2 ASSURANCE OF DESIGNATED PROJECT TEAM 13
3 PROPOSAL FORMAT REQUIREMENTS 13
4 REQUIRED STATEMENTS 16
5 EXCEPTIONS 16
6 RESOURCE ALLOCATION AND COST PROPOSAL 16
7 SUBMITTAL INSTRUCTIONS 17
8 EVALUATION CRITERIA 18
Exhibit A - CITY PROFESSIONAL SERVICES AGREEMENT

INTRODUCTION
The City of Placentia (hereinafter referred to as the "City") is requesting Proposals from a qualified consultant to coordinate, facilitate, and develop a comprehensive Local Hazard Mitigation Plan (LHMP) pursuant to the Disaster Mitigation Act (DMA) of 2000, implementing regulations and guidance as they apply to local governments (hereinafter referred to as the "Proposer"). The awarded Contractor, (hereinafter referred to as "Contractor") shall be in accordance with the Sample Professional Service Agreement, Appendix A terms, conditions, and scope of work. Prior to submitting a Proposal, Proposers are advised to carefully read the instructions below, including the Sample Professional Service Agreement and any solicitation attachments/exhibits. The term is expected to be for 1 year or until final FEMA approval of the LHMP.

The City of Placentia is a charter city, with an elected city council, elected city clerk, and elected treasurer and a professional City Administrator with an annual General Fund budget of over $40 million and a total budget of over $45 million for fiscal year 2022- 2023.

The City is a "full service city" providing a wide range of services. These services include:
police and fire protection; emergency medical aid; building safety regulation and inspection; street lighting; land use planning and zoning; housing and community development; maintenance and improvement of streets and related structures; traffic safety maintenance and improvement; and full range of recreational and cultural programs.

The successful Proposer shall have experience in similar types of services. All Proposers responding to this Request for Proposal (RFP) will be evaluated based on their expertise, prior experience on similar projects, demonstrated competence, ability to meet the requested services, adequate staffing, reference check, understanding of services, cost and responsiveness to the needs and concerns of the City of Placentia.

Technical questions about the requested services that might require a clarification of the RFP should be submitted in writing, and responses shall be provided in writing. All questions must be submitted no later than 7 days prior to the due date. This Request for Proposals (RFP) includes a description of the scope of work, proposal requirements, and instructions for submitting your proposal. Direct all inquiries regarding this RFP in writing via email to:

Patrick Powers
Emergency and Health Services Manager
City of Placentia
401 East Chapman Avenue
Placentia, CA 92870
Phone: (714) 993-8214
Email: ppowers(a,placentia.org
Please do not contact City departments or other City staff directly. Information provided by other than the above contact may be invalid and proposals which are submitted in accordance with such information may be declared non-responsive.

If it becomes necessary to revise any part of this RFP written addenda will be issued. Any amendment to this RFP is valid only if in writing and issued by the City of Placentia Administration Department.

Any changes, additions, or deletions to this Request for Proposals will be in the form of written addenda issued by the City. Any addenda will be posted on the City's CIP website www.placentia.orq/bids.aspx or www.ciplist.com/plans?Placentia/City/11610 It is the proposer's sole responsibility to monitor this website for possible addenda to this RFP. Failure of proposer to retrieve addenda from this site shall not relieve the proposer of the requirements contained therein. Additionally, failure of proposer to return signed addenda, when required, may be cause for rejection of his/her proposal.

Proposals must conform to the requirements of this RFP and must be submitted in PDF format on a flash drive and in a sealed envelope to the Administration Department no later than 5:00 P.M., Thursday, July 28th, 2022.

The envelope shall be addressed to Patrick Powers, Emergency and Health Services Manager, City of Placentia, 401 East Chapman Avenue, Placentia, CA 92870.

The City reserves the right to waive any irregularity in any proposal or to reject any proposal that does not comply with this RFP. The City alone, using criteria determined by the City, will select the qualified firm and/or consultant. The successful consultant to whom the contract is awarded shall, within ten (10) days after being notified, enter a contract with the City for the work and shall furnish all required documents necessary to enter said contract. Failure of the successful consultant to execute the contract within said ten (10) days shall be just cause for the City to contract with the next ranked consultant.

SCOPE OF WORK
The City of Placentia (population 51,233) encompasses 6.6 square miles. State Route 57 (The Orange Freeway) runs through the southwest section of Placentia. State Route 91 (The Riverside Freeway) passes directly south of the city. Its predominant industries include retail trade, light manufacturing, finance/insurance, and real estate. The City has transformed from a quiet suburban community with deep farming roots, to a world-class city featuring some of the best restaurants, retail centers, and cultural arts.

The City offers its diverse population of residents 12 neighborhood and community parks, one private golf course, 12 public schools, one library, and one state university near the city limits.

The City is a full-service municipality, including Police and Fire Departments. Placentia has 156 full-time employees and 81 part-time staff members. The Police Department operates with 45 sworn officers and an additional 16 non -sworn professional and part-time staff members. The Fire Department serves the City with 29 sworn positions and three non -sworn positions. In 2021, the City's public safety agencies received calls for over 33,238 incidents.

The City of Placentia is seeking a qualified consultant to coordinate, facilitate, and develop a comprehensive Local Hazard Mitigation Plan (LHMP) pursuant to the Disaster Mitigation Act (DMA) of 2000, implementing regulations and guidance as they apply to local governments. The plan will be consistent with the State of California's Federal Emergency Management Agency (FEMA) approved mitigation plan. A FEMA approved plan will help identify mitigation actions that will make the City of Placentia more resilient in its response to local hazards.

The City of Placentia has allocated funds for the development of this LHMP. Preparation of the LHMP will involve an inclusive citywide planning process and will include the following participants seeking the California Office of Emergency Services (CaIOES) and FEMA Region IX approval of the City of Placentia Plan:
• Local special districts
• Private agencies
• Other stakeholders invited to participate in the plan development process as members of the planning committee.

Phases
The scope of services for this project is organized into four (4) phases in accordance with the Disaster Mitigation Act planning process:
1) LHMP Planning/Development Process and Organize resources. 2) Risk Assessment (Hazard Identification, Hazard Mapping, Vulnerability Assessment, and Capability Assessment).
3) Hazard Mitigation Strategy; and
4) Hazard Plan Implementation and Maintenance Process
Phase 1: LHMP Planning/Development Process and Organize Resources

1. As part of the LHMP planning and development process, the City of Placentia will hire a consultant to assist in the development of LHMP. To support the efforts of the consultant and the creation of the LHMP, the City will organize a Hazard Mitigation Planning Committee (HMPC). Members of the HMPC will include representatives from each participating department and jurisdiction; staff with other local, state, and federal agencies; follow the "whole community" approach by including non -profits, religious institutions, disability access, and functional needs groups, and experts; and may also include a cross-section of the community, such as residents, community leaders, and business owners. The public will also be invited to participate on the HMPC.

The HMPC will:
a. Participate in the planning process, attend meetings, and provide data as requested
b. Solicit input from citizens and professionals with knowledge of applicable hazards
c. Provide input on how the risk differs across the planning area d. Identify new/proposed mitigation projects
e. Review drafts of the plan
f. Hold public meetings
g. Coordinate the formal adoption of the plan by governing boards h. Manage the implementation of the proposed mitigation projects

2. The consultant shall facilitate a minimum of three (3) public meetings. Each meeting will focus on educating the public on the LHMP development process and identify community concerns. The consultant shall provide content to post on the City's webpage and social media platforms.

3. Rosters and documentation of attendance for all meeting participants will be the responsibility of the consultant for all phases and aspects of the LHMP effort. When

a final draft LHMP is developed, the public will be invited to review and provide comments to the current draft. Public comments will be recorded and incorporated as appropriate by the consultant.
a. Note: For security reasons, all critical infrastructure protection information will need to be redacted from the plan prior to dissemination or presentation to the public.

4. The City of Placentia LHMP will thoroughly document the hazard mitigation planning process, including but not limited to:
a. A narrative description of how the plan was prepared and the process followed
b. An outline of plan development meeting dates, attendees, and agendas c. Identify agencies and organizations that participated in plan development d. Coordination with existing planning mechanisms
e. Description of how the public was involved and strategy for public outreach/meetings
Phase II: Risk Assessment (Hazard Identification, Hazard Mapping, Vulnerability Assessment, and Capability Assessment)
A detailed risk assessment will be developed for this comprehensive LHMP. The purpose of this section is to understand the risk and vulnerability of identified natural hazards and to provide a basis for hazard mitigation strategy development. Details of historic incidents and quantitative data will be incorporated to the greatest extent possible. This information will be the most current available. The risk assessment will include:

1. Hazard Identification and Profiles: The section will include a description and prioritization of the hazards that have occurred / could occur within the City. The hazard categories may include:
a. Aircraft Incident
b. Civil Disturbance
c. Climate change hazards
d. Critical Infrastructure Failure
e. Cyber & Technology hazards
f. Dam Failure hazards
g. Drought hazards
h. Earthquake hazards
i. Fire hazards
j. Flood -related hazards
k. Nuclear and other Hazardous Materials

1. Public Health hazards
in. Severe weather-related hazards (extreme temperatures, drought, fog, heavy rains/thunderstorms, wind/lightning, etc.)

n. Space Weather hazards
o. Terrorism, Active Threat hazards
p. Tsunami hazards
q. Other human -caused hazards
r. Other geologic and soil hazards
s. Other hazards as identified by the Hazard Mitigation Planning Committee

2. Hazard Mapping: Using the best and most current available data, the risk assessment will include high resolution maps (hazard and infrastructure maps will be provided by the consultant) that delineate areas affected by hazards and identify locations of local assets. The geographic information data will comprise comprehensive inventory for use in developing map data layers (to the extent data is available), of the following items relative to the multiple hazard area:
a. Public buildings and facilities
b. Critical facilities and infrastructure
c. Maps that depict the location of parcels, structures, land use, and populations
d. Structures will be delineated by type of use (e.g., residential, commercial, industrial, etc.)
e. Other areas of note

3. Vulnerability Assessment: Based on the previous information, the Consultant will develop an overview of the City's vulnerability to specific hazards. Electronic maps and GIS data (provided by the Consultant) will be developed that identify local assets that are located within known hazard areas. HAZUS*, CaIOES MyHazards and similar reputable resources will be used to model losses as appropriate. This vulnerability assessment will include (as the data allows):
a. Types and numbers of buildings, infrastructure, and critical facilities located within the planning area and within identified hazard areas b. An inventory of all repetitive flood loss structures, as defined by FEMA, if applicable
c. Potential dollar losses from identified hazards will be estimated through a process that utilizes HAZUS-MH or GIS analysis of County assessor's data with hazard locations
d. Description of land uses and development trends to advise future land use decisions
e. *HAZUS is a nationally applicable standardized methodology that contains models for estimating potential losses from earthquakes, floods, and hurricanes.

4. Capability Assessment: This assessment will be conducted to inventory those existing plans, policies, and procedures that the City has in place to temper the effect of hazards. This will include protective measures under the National Flood Insurance Program (NFIP), building codes, zoning ordinances, completed or

ongoing mitigation projects, and mitigation polices established in the general or comprehensive plans of participating jurisdictions. Technological and infrastructure vulnerabilities will also be noted in detail. Photographs of the vulnerabilities in Placentia will be incorporated as appropriate or requested.

Phase III: Hazard Mitigation Strategy
The LHMP will include a mitigation strategy to address its exposure to identified hazards.

This will require meetings of the HMPC, facilitated by the consultant, and shall include:

1. Developing mitigation goal statements: This will focus on reducing the risk and vulnerability from the identified hazards.

2. Developing a comprehensive range of specific mitigation actions items being considered to reduce the effects of each hazard, based on the risk assessment.
a. The range of potential action items will include emphasis on mitigating losses for new and existing buildings and infrastructure and for future development areas.
b. This section will include a list of prioritized hazard mitigation action items that best meet the City of Placentia's needs for hazard damage reduction. c. Prioritization factors will include an analysis of proposed mitigation projects focused on several key areas, including but not limited to, economic (including benefits and cost), engineering, technical, legal, environmental, social, and political feasibility. Action items given the highest priority will meet most or all aspects of the feasibility analysis and will be the best fit for the City of Placentia and all plan participants.

3. Developing a comprehensive range of specific mitigation actions items being considered to reduce the effects of each hazard, based on the risk assessment.

4. Based on previous tasks, a draft plan will be prepared in accordance with state and federal requirements. The Consultant will ensure that each required component for each plan participant is included in the Plan. The draft plan will be made available to the HMPC for review and comment. The Consultant will incorporate HMPC comments and prepare a public review draft to be distributed to interested parties.

The draft LHMP plan, all supporting materials will be provided in Microsoft Word docx, high resolution pdf, TIFF and JPEG format. Materials will be provided on x6 Samsung FIT Plus USB 3.1 drives. In addition, ten printed and bound copies of the draft LHMP will be provided, marked with "DRAFT".

Phase IV: Hazard Mitigation Plan Implementation and Maintenance Process

1. Monitor, Evaluate, Implement, and Update: This section will detail how the City of Placentia HMPC will monitor, evaluate, implement, and update the Plan. For example, maintenance will occur at an annual meeting of the HMPC where the LHMP mitigation strategy and implementation progress will be evaluated and modified as appropriate. The Plan will be revised, updated, and re -adopted every five (5) years in accordance with the requirements of the Disaster Mitigation Act of 2000.

2. Incorporation into Existing Planning Mechanisms: The City of Placentia will implement and incorporate hazard mitigation plan goals and actions into other local planning documents, such as the local Emergency Operations Plan, community wildfire protection plans, etc. Incorporation of, compatibility and integration with, the City Emergency Operations Plan (EOP) and Safety Element of the General Plan is required.

3. Implementation Schedule: The completed LHMP will include procedures for ensuring the Plan's implementation, including an implementation schedule for each action item.

4. Continued Public Involvement: The City of Placentia is committed to continued public involvement in the LHMP development, maintenance, and future updates.

A description of public -involvement activities for the Plan will be included.

5. Final Plan Approval and Adoption: The Consultant will collect and incorporate public comments to the public review draft, make all necessary revisions, and will prepare a Final Plan for submittal to the California Office of Emergency Services (CaIOES) and FEMA Region IX for review and approval. Upon approval of the Plan by CaIOES and FEMA, the Plan will be presented to the Placentia City Council for adoption by resolution. The Consultant is responsible for all plan revisions from CaIOES, FEMA, and other stakeholders until it is adopted by City resolution.

Deliverables

1. Final CaIOES and FEMA approved LHMP; all supporting materials in Microsoft Word docx, high- resolution pdf, TIFF, JPEG, ArcGIS format. Materials are to be provided on six (6) Samsung FIT Plus USB 3.1 drives.
a. Original, high quality, Placentia Branded PowerPoint brief of LHMP background, processes, and relevance specific to Placentia incorporating recent images, maps and historic information will be included on flash drives from Deliverable 1

b. GIS layers and overlay files for LHMP hazards and projects in ArcGIS compatible format will be included on flash drives from Deliverable 1.

2. Ten (10) high quality printed and bound copies of the final, complete CaIOES and FEMA approved LHMP.

3. Ten (10) high quality printed and bound copies of the Mitigation Project Annex from the final, complete CaIOES and FEMA approved LHMP.

4. All records related to the development of the plan, its contents, meetings held and other materials will be organized in high quality pdf format and provided to the City at the end of the process along with a hard copy of the materials, rosters and records.

Conditions

1. All drafts, to include the final approved final CaIOES and FEMA approved LHMP are the property of the City of Placentia. All supporting materials, images, maps, documentation, rosters and other records related to the creation of the Placentia LHMP and the process are the property of City of Placentia.

2. Consultant will obtain any licensing, copyright use authorization, or other permissions required for: images, video, studies, maps, surveys or other materials included in the LHMP.
a. Any licensing, copyright use authorization, ownership, or other permissions utilized in LMHP or its supporting materials will be transferred to the City of Placentia.

3. Consultant branding on materials is not authorized or acceptable for the City of Placentia LHMP or any of its components except as allowed or directed by Emergency and Health Services Manager.

4. Final invoice will not be accepted or paid by the City of Placentia until the final LHMP has all directed corrections/edits made, is approved by CaIOES, FEMA, and all conditional materials and deliverables are received by the Placentia Emergency and Health Services Manager and the LHMP is adopted by City resolution.

Specific Work Reauirements

1. Scope of Work will include the following general tasks associated with the delivery of a FEMA- approved mitigation plan

a. Development of the Mitigation Plan, including process documentation, capability assessment, development of mitigation goals, identification and analysis of mitigation measures, writing and reviewing plan drafts b. Review of relevant City and County documents, plans, records, GIS data, and historic events and incorporation of same into the planning process c. Risk assessments, including hazard identification and profiling of natural hazards common to Placentia, assessments of vulnerabilities, and estimates of potential losses
d. Incorporate review comments from City staff, California Office of Emergency Services (CaIOES), and FEMA into the plan as necessary to complete the plan in compliance with DMA 2000, CaIOES and FEMA requirements
e. Facilitation of City -specific meetings and activities to include venue, signage and outreach
f. Planning and facilitation of City -specific public participation activities to include venue, signage and outreach
g. Placentia Emergency Services Administrator will be kept informed of complete schedule and project progress.

2. Bidder shall be thoroughly familiar with the:
a. Robert T. Stafford Disaster Relief Act
b. Emergency Assistance Act, Disaster Mitigation Act of 2000

3. Bidder is required to consult with CaIOES and FEMA as the project structure is developed.

4. Bidder and/or mitigation Consultant must have proven ability to work with CaIOES and FEMA and be familiar with their processes and procedures related to the creation, review, and final approval of the LHMP.

5. Refreshments will be provided by the consultant as requested by the Emergency and Health Services Manager for conferences per:
a. FEMA Preparedness Grants Manual 2019
b. 2 C.F.R. Part 200 - Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards
c. Costs associated with these refreshments will be built into the proposal as a meeting materials expense.

Performance

1. Milestones:
a. NLT 10 months — LHMP delivered to CaIOES & FEMA for review - initial

2. Corrections Received from CaIOES and/or FEMA
a. NLT 1 month — Consultant completes LHMP corrections and updates; delivers corrected/updated copy to CaIOES and FEMA for review

3. Final LHMP Approved by CaIOES & FEMA
a. NLT 1 month — Placentia receives from Consultant: High resolution/quality, printed and bound copies of LHMP;
LHMP Projects; organized physical and hard copy of all
planning materials, agendas, rosters, etc. Electronic copies on USB flash drive.
b. NLT 2 months - Placentia receives from Consultant: Final Invoice and any remaining documentation to be reconciled.

1. ASSURANCE OF DESIGNATED PROJECT TEAM
Proposer shall assure that the designated project team, including sub -consultants as identified in the firm's proposal, is used for this project. Departure or reassignment of, or substitution for, any member of the designated project team or sub-consultant(s) shall not be made without the prior written approval of the City.

2. PROPOSAL FORMAT REQUIREMENTS
Each response to this RFP shall include the information described in this section.

Provide the information in the specified order. Failure to include all the elements specified may be cause for rejection. Additional information may be provided but should be brief and relevant to the goals of this RFP. Excessive information will not be considered favorably.

A PDF copy of the final proposal should be submitted to the City on a flash drive. The consultant project cost proposal should be submitted in hard copy format in a separate sealed envelope marked "Cost Proposal."
Proposals shall be limited to a maximum of 30 pages. Proposals over 30 pages will be rejected. Paper size shall be 8.5"x11" and occasional 11"x17" sheets are acceptable for exhibits and graphics. The cover letter, table of contents, front and back covers, and section dividers are excluded from the page count. The proposal should include the following sections in order:

2.1 Cover Letter with the following information:
• Title of this RFP

• Name and mailing address of the prime consultant (include physical location if mailing address is a PO Box)
• Contact Person, Email address, telephone number, and fax number The City will use email to notify your firm of critical developments such as interview schedules if any, notification of selection/non-selection, etc. Therefore, it is essential that you identify one or more contact persons who have frequent access to email.

The City will not be responsible for delivery failure of email due to firewalls, spam filters, or individuals' failure to retrieve email messages. The City will not attempt to re -deliver any messages which fail due to no fault of the City.

2.2 Signature Requirements
The Cover Letter must be signed by an officer empowered by the Consultant to sign such material and thereby commit the Consultant to the obligations contained in the RFP response. Further, the signing and submission of a response shall indicate the intention of the proposer to adhere to the provisions described in this RFP and a commitment to enter into a binding contract.

2.2.1.1 Proposals submitted on behalf of a Partnership shall be signed in the firm name by a partner or the Attorney -In -Fact. If signed by the Attorney -In - Fact, there shall be attached to the proposal a Power -Of- Attorney evidencing authority to sign proposals, dated the same date as the proposal and executed by all partners of the firm.

2.2.1.2 Proposals which are submitted on behalf of a Corporation shall have the correct corporate name thereon and the actual signature of the authorized officer of the corporation written (not typed) below the corporate name. The title of the office held by the person signing for the corporation shall appear below the signature of the officer.

2.2.1.3 Proposals which are submitted by an Individual doing business under a firm name ("dba") shall be signed in the name of the individual doing business under the proper firm's name and style.

3. Executive Summary
Describe your firm's and sub -consultant's (if any) general experience and qualifications as it pertains to projects of similar scope and size. Identify the services which would be completed by your firm's staff and those that would be provided by sub- consultants.

Identify any sub -consultants you propose to utilize to supplement your firm's staff.

3.1 Project Team Organization
Clearly identify the prime consultant, all subconsultants, and their respective roles.

Show the Project Manager and the key staff proposed for this project, including subconsultants' staff. It is expected that the project team proposed under this proposal will remain unchanged throughout the duration of the project. Replacement of key staff without consultation with the City will not be permitted.

Include contact information and a brief summary of the Prime firm's history and experience providing the requested services on similarly sized and scoped projects.

Include a summary of the firm's experience, if any, with the City of Placentia. Provide a brief resume for each key staff member including their education background, licensing (if applicable), availability, and project experience.

3.2 Relevant Project Experience and References
List and provide a narrative summary of related project experiences. Include a minimum of three (3) similar type/size projects that your team has completed.

Provide a project description, services provided, and construction costs. Discuss whether the design and construction were completed on time and within budget.

Provide a minimum of three (3) references (name, title, agency, and telephone number) from previous experience. Provide no more than one contact person per project as a reference, including agency/company and phone number. Preference is given to project references that have directly worked with staff proposed for this project.

3.3 Project Understanding & Approach
Provide a detailed discussion of your firm's approach to the successful implementation of this project. Describe your firm/team's understanding of the work to be performed and identify the approach for key services and/or issues anticipated for this project.

Describe the Project Manager's and firm/team support and approach to managing The Project to ensure the effort is completed on schedule and within established budget.

3.4 Scope of Work
Provide a scope of work complementing the City's proposed scope of work describing all tasks required to complete the work and any additional aspects to the work scope the City should and could consider that will enhance the overall project. The scope of work shall provide enough detail to distinguish the varied work effort required, in keeping with the City's desired tasks to be completed.

3.5 Schedule
Provide a proposed schedule to accomplish all the required tasks within the desired timeline; include review/approval times for the City and other project stakeholders.

It is necessary to submit these elements with your RFP response. Failure to submit the required information with your response will render your proposal non-responsive. 4 REQUIRED PROPOSAL STATEMENTS
This section must include the statements identified below in your RFP response.

A. A statement that the submitting firm will perform the services and adhere to the requirements described in this RFP, including any addenda (reference the addenda by date and/or number).

B. Subsequent to award of this RFP, all or part of any submittal may be released to any person or firm who may request it, as prescribed by the State of California Public Records Act.

Proposers shall include a statement that describes the specific portion(s) of their submittal that are considered proprietary and should not be releasable as public information. Proposers should be aware that all such requests may be subject to legal review and challenge.

C. Include a statement of assurance that you will not substitute members of your designated team without approval by the City of Placentia staff which declares there is no Conflict of Interest.

D. Include a statement which declares there is no Conflict of Interests.

E. Provide a statement attesting there has been no Collusion with other proposing firms.

F. Indicate your ability and agreement to fulfill the indemnification and insurance requirements contained in the sample contract. (Please note that actual Certificates of Insurance are not required as part of your submittal.)

5. Exceptions
Describe all proposed exceptions, alterations or amendments to the Scope of Services or other requirements of this RFP, including the Sample Contract (Attachment A). This section shall be clearly marked "Proposed Exceptions" in your submittal and should be delineated in a separate section of your proposal. The nature and scope of your proposed exceptions may affect the evaluation of your submittal and the City's determination of whether it is possible to successfully negotiate a contract with your firm/individual.

6. Resource Allocation and Cost Proposal
Selection of the consultant will be made in accordance with the provisions of Chapter 10 of the California Government Code, Sections 4526 and 4529.5, stating that selection of professional services is based on competence and qualifications without regard to fee. The fee will be opened and evaluated to ensure the fee is reasonable for the services to be delivered after selection of the consultant based on qualifications is complete. Provide in a separate sealed envelope a total cost proposal for all services to be delivered, and a breakdown of costs delineated by tasks as described in your project plan. In the proposal, include a detailed resource allocation plan indicating by person/position assigned to the project the number of hours allocated to each person and each task. The sealed cost proposal will include essentially the same information only it will include associated hourly rates and a grand total cost proposal amount. The cost proposal must be in a time and materials not -to -exceed format which is the method of payment for this contract.

Once the final ranking is determined, the City will finalize with the top-ranked firm hourly billing rates and classifications, overhead rates, and other compensation to be paid under this contract. In addition, consultants will be expected to accept the standard City contract language for engineering consulting services agreements.

Negotiations will be conducted relative to actual scope, services, fee and payment schedule. If an agreement cannot be satisfactorily negotiated with the top-ranked firm, negotiations are terminated, and the City enters into negotiations with the second - ranked firm, and so on down the line, until agreement is reached, and a firm is selected.

All cost proposals shall be signed and dated per Section 6.0 above and shall be submitted in a separate sealed envelope.

7.0 SUBMITTAL INSTRUCTIONS

7.1 Your submittal package shall include the following:
• One (1) copy of your proposal in PDF format stored on a flash drive. • Three (3) hard copies of your proposal printed in color in three ring binder • One (1) hard copy of your Cost Proposal in a sealed envelope.

7.2 Proposals shall be submitted not later than the time and date indicated on the cover page of this RFP. All submittals shall be submitted in a sealed envelope or container and clearly marked with the RFP number and title on the outside of the parcel.

7.3 Proposals must be submitted ONLY to:

Patrick Powers, Emergency and Health Services Manager
City of Placentia, Administration
401 East Chapman Avenue
Placentia, CA 92870

7.4 Faxed and/or emailed proposals shall not be accepted.

7.5 The City of Placentia shall not be responsible for proposals delivered to a person or location other than that specified herein.

7.6 Late submittals shall not be accepted or considered

7.7 All submittals shall be submitted in a sealed envelope or container, and clearly marked with the RFP number and title on the outside of the parcel.

7.8 All submittals, whether selected or rejected, shall become the property of City of Placentia and will not be returned.

7.9 The City reserves the right to waive minor defects and/or irregularities in proposals and shall be the sole judge of the materiality of any such defect or irregularity.

7.9.1 All proposals shall remain firm for one hundred twenty (120) days following the closing date for the receipt of proposals.

8.0 EVALUATION CRITERIA
The following evaluation criteria and rating schedule will be used to determine the most highly qualified firm(s). Each project will be evaluated separately.

Evaluation Criteria

1. Overall approach to project and any suggested opportunities the City has not yet considered.

2. Capabilities of Team — Firm's qualifications, knowledge and experience with hazard mitigation planning pursuant to the Disaster Mitigation Act (DMA) of 2000.

3. Project Understanding and Approach — Demonstrated knowledge of the work required; experience in developing hazard mitigation plans for Cities of similar size and scope.

4. Resource allocation — Resources allocated to the project are adequate for the overall project scope of work.

TOTAL Possible Points
Maximum
Points
Possible
10 35
30 25
100
Reference checks will only be performed at the sole option of the selection committee for the top ranked teams. If reference checks are performed, the evaluation results of reference checks will be included in the evaluation process.

SELECTION PROCEDURE
Proposals will be reviewed for responsiveness, and responsive submittals will further be screened by a selection committee in accordance with the above criteria. The firm submitting the highest rated proposal may be invited for interviews should the review committee have additional questions not addressed in the top ranked proposal.

Interviews, if held, will be scored and ranked separately from the written proposals.

However, the City may use criteria similar to the above Evaluation Criteria to score and rank firms' responses to interview questions or instructions, in addition to other relevant information provided or requested.

The City reserves the right to make an award without further discussion of the submittal with the offeror. Therefore, the proposal should be submitted initially on the most favorable terms that the firm or individual might propose. The City reserves the right to award a contract to the firm that presents the best qualifications and whose proposal best accomplishes the desired results. The City reserves the right to reject any or all proposals, or to waive minor irregularities in said proposals, or to negotiate minor deviations with the successful firm. In the case of differences between written words

and figures in a proposal, the amount stated in written words shall govern. In the case of a difference in unit price versus the extended figure, the unit price shall govern. The City will notify all proposers whether or not they are selected for the subject work. Email is the City's preferred method of communication for all stages of the RFP process.

LEGAL REQUIREMENTS
The contract awarded shall be governed in all respect by the laws of the State of California, and any litigation with respect thereto shall be brought in the courts of the State of California.

The firm awarded the contract shall comply with applicable Federal, state and local laws and regulations and comply with the following terms:
• The City has the right to reject any and all proposals . • All documents submitted in response to the RFP are public documents subject to disclosure as permitted by the California Public Records Act. • The City is not liable for any costs incurred in responding to the RFP. • From the issue date of this RFP until a firm is selected and the selection is announced, firms are not allowed to communicate for any reason with any City staff except through the person named herein for questions. For violation of this provision, the City shall reserve the right to reject the proposal of the offending firm. • The selected firm will be required to enter into a Professional Services Agreement with the City of Placentia which includes the City's Standard Terms and Conditions including insurance requirements (Exhibit A).
• Proposals submitted early may be withdrawn by the firm prior to the Proposal due date specified above. Following the Proposal due date, the Proposal constitutes a binding offer and may not be withdrawn by the firm prior to the award. • The City of Placentia reserves the right to: (a) waive minor irregularities or variances, non- material bid informalities or defects in any proposal; (b) reject any and all proposals, in whole or in part, submitted in response to this solicitation; (c) request clarifications from all firms; (d) request resubmissions from all firms; (e) make partial, progressive or multiple awards; and (f) take any other action as permitted by law and /or the City's Procurement Ordinance.

EXHIBIT A — PROFESSIONAL SERVICES AGREEMENT (SAMPLE)

CITY OF PLACENTIA

PROFESSIONAL SERVICES AGREEMENT
WITH
THIS AGREEMENT is made and entered into this _ day of , 20_ ("Effective Date"), by and between the CITY OF PLACENTIA, a municipal corporation ("City"), and , a [state] [type of corporation] ("Consultant").

WITNESSETH:

A. WHEREAS, City proposes to utilize the services of Consultant as an independent contractor to landscape architecture and accessibility design services, as more fully described herein; and
B. WHEREAS, Consultant represents that it is "design professional" as that term is defined by California Civil Code Section 2782.8 and has that degree of specialized expertise contemplated within California Government Code Section 37103, and holds all necessary licenses to practice and perform the services herein contemplated; including credentials as a Certified Access Specialist under Subchapter 2.5 of Title 21 of the California Code of Regulations; and C. WHEREAS, City and Consultant desire to contract for the specific services described in Exhibit "A" (the "Project") and desire to set forth their rights, duties and liabilities in connection with the services to be performed; and
D. WHEREAS, no official or employee of City has a financial interest, within the provisions of Sections 1090-1092 of the California Government Code, in the subject matter of this Agreement; and E. WHEREAS, among other reasons, the City is hiring Consultant to perform accessibility design services at a public park within the City to comply with all applicable accessibility requirements.

Accordingly, Consultant desires to perform these services and to bear all risk the City may bear resulting from accessibility designs that are not complaint.

NOW, THEREFORE, for and in consideration of the mutual covenants and conditions contained herein, the parties hereby agree as follows:

1.0. SERVICES PROVIDED BY CONSULTANT

1.1. Scope of Services. Consultant shall provide the professional services described in the Consultant's Proposal ("Proposal"), attached hereto as Exhibit "A" and incorporated herein by this reference, including but not limited to, preparing all design documents free from defects.

1.2. Professional Practices. All professional services to be provided by Consultant pursuant to this Agreement shall be provided by personnel experienced in their respective fields and in a manner consistent with the standards of care, diligence and skill ordinarily exercised by professional consultants in similar fields and circumstances in accordance with sound professional practices, and with credentials as a Certified Access Specialist under Subchapter 2.5 of Title 21 of the California Code of Regulations.

Consultant also warrants that it is familiar with all laws that may affect its performance of this Agreement and shall advise City of any changes in any laws that may affect Consultant's performance of this Agreement. Consultant shall keep itself informed of State and Federal laws and regulations which in any manner affect those employed by it or in any way affect the performance of its service pursuant to this

Agreement. The Consultant shall at all times observe and comply with all such laws and regulations.

Officers and employees shall not be liable at law or in equity occasioned by failure of the Consultant to comply with this section. Consultant also warrants that it has ownership of all intellectual property being provided under this Agreement.

1.3. Performance to Satisfaction of City. Consultant agrees to perform all the work to the complete satisfaction of the City and within the hereinafter specified. Evaluations of the work will be done by the City Administrator or his or her designee. If the quality of work is not satisfactory, City in its discretion has the right to:
(a) Meet with Consultant to review the quality of the work and resolve the matters of concern;
(b) Require Consultant to repeat the work at no additional fee until it is satisfactory; and/or
(c) Terminate the Agreement as hereinafter set forth.

1.4. Warranty. Consultant warrants that it shall perform the services required by this Agreement in compliance with all applicable Federal and California employment laws, including, but not limited to, those laws related to minimum hours and wages; occupational health and safety; fair employment and employment practices; workers' compensation insurance and safety in employment; and all other Federal, State and local laws and ordinances applicable to the services required under this Agreement. Consultant shall indemnify and hold harmless City from and against all claims, demands, payments, suits, actions, proceedings, and judgments of every nature and description including attorneys' fees and costs, presented, brought, or recovered against City for, or on account of any liability under any of the above-mentioned laws, which may be incurred by reason of Consultant's performance under this Agreement.

1.5. Non-discrimination. In performing this Agreement, Consultant shall not engage in, nor permit its agents to engage in, discrimination in employment of persons because of their race, religion, color, national origin, ancestry, age, physical handicap, medical condition, marital status, sexual gender or sexual orientation, except as permitted pursuant to Section 12940 of the Government Code. Such actions shall include, but not be limited to the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation and selection for training, including apprenticeship. Consultant agrees to post in conspicuous places, available to employees and applicants for employment, a notice setting forth provisions of this non- discrimination clause.

Consultant shall, in all solicitations and advertisements for employees placed by, or on behalf of Consultant shall state that all qualified applicants will receive consideration for employment without regard to age, race, color, religion, sex, marital status, national origin, or mental or physical disability. Consultant shall cause the paragraphs contained in this Section to be inserted in all subcontracts for any work covered by the Agreement, provided that the foregoing provisions shall not apply to subcontracts for standard commercial supplies or raw materials.

1.6. Non -Exclusive Agreement. Consultant acknowledges that City may enter into agreements with other consultants for services similar to the services that are subject to this Agreement or may have its own employees perform services similar to those services contemplated by this Agreement.

1.7. Delegation and Assignment. This is a personal service contract, and the duties set forth herein shall not be delegated or assigned to any person or entity without the prior written consent of City.

Consultant may engage a subcontractor(s) as permitted by law and may employ other personnel to perform services contemplated by this Agreement at Consultant's sole cost and expense. All insurance

requirements contained in this Agreement are independently applicable to any and all subcontractors that Consultant may engage during the term of this Agreement.

1.8. Confidentiality. Employees of Consultant in the course of their duties may have access to financial, accounting, statistical, and personnel data of private individuals and employees of City.

Consultant covenants that all data, documents, discussion, or other information developed or received by Consultant or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Consultant without written authorization by City. City shall grant such authorization if disclosure is required by law. All City data shall be returned to City upon the termination of this Agreement. Consultant's covenant under this Section shall survive the termination of this Agreement.

2.0. COMPENSATION AND BILLING

2.1. Compensation. Consultant shall be paid in accordance with the fee schedule set forth in Exhibit "A". Consultant's total compensation shall not exceed Dollars ($ .00).

2.2. Additional Services. Consultant shall not receive compensation for any services provided outside the scope of services specified in the Consultant's Proposal or which is inconsistent with or in violation of the provisions of this Agreement unless the City or the Project Manager for this Project, prior to Consultant performing the additional services, approves such additional services in writing. It is specifically understood that oral requests and/or approvals of such additional services or additional compensation shall be barred and are unenforceable. Should the City request in writing additional services that increase the hereinabove described "SCOPE OF SERVICES", an additional fee based upon the Consultant's standard hourly rates shall be paid to the Consultant for such additional services. Such increase in additional fees shall be limited to 25% of the total contract sum or $25,000 whichever is more.

The City Engineer is authorized to approve a Change Order for such additional services.

2.3. Method of Billing.. Consultant may submit invoices to the City for approval on a progress basis, but no more often than two times a month. Said invoice shall be based on the total of all Consultant's services which have been completed to City's sole satisfaction. City shall pay Consultant's invoice within forty-five (45) days from the date City receives said invoice. Each invoice shall describe in detail, the services performed, the date of performance, and the associated time for completion. Any additional services approved and performed pursuant to this Agreement shall be designated as "Additional Services" and shall identify the number of the authorized change order, where applicable, on all invoices.

2.4. Records and Audits. Records of Consultant's services relating to this Agreement shall be maintained in accordance with generally recognized accounting principles and shall be made available to City or its Project Manager for inspection and/or audit at mutually convenient times for a period of three (3) years from the Effective Date.

3.0. TIME OF PERFORMANCE

3.1. Commencement and Completion of Work. The professional services to be performed pursuant to this Agreement shall commence within five (5) days from the Effective Date of this Agreement.

Said services shall be performed in strict compliance with the Project Schedule approved by City as set forth in Exhibit "A".

3.2. Excusable Delays. Neither party shall be responsible for delays or lack of performance resulting from acts beyond the reasonable control of the party or parties. Such acts shall include, but not be limited to, acts of God, fire, strikes, material shortages, compliance with laws or regulations, riots, acts of war, or any other conditions beyond the reasonable control of a party. If a delay beyond the control of the Consultant is encountered, a time extension may be mutually agreed upon in writing by the City and the Consultant. The Consultant shall present documentation satisfactory to the City to substantiate any request for a time extension.

4.0. TERM AND TERMINATION

4.1. Term. This Agreement shall commence on the Effective Date and continue for a period of months, ending on , 20_, unless previously terminated as provided herein or as otherwise agreed to in writing by the parties.

4.2. Notice of Termination. The City reserves and has the right and privilege of canceling, suspending or abandoning the execution of all or any part of the work contemplated by this Agreement, with or without cause, at any time, by providing at least fifteen (15) days prior written notice to Consultant.

The termination of this Agreement shall be deemed effective upon receipt of the notice of termination. In the event of such termination, Consultant shall immediately stop rendering services under this Agreement unless directed otherwise by the City. If the City suspends, terminates or abandons a portion of this Agreement such suspension, termination or abandonment shall not make void or invalidate the remainder of this Agreement.

If the Consultant defaults in the performance of any of the terms or conditions of this Agreement, it shall have ten (10) days after service upon it of written notice of such default in which to cure the default by rendering a satisfactory performance. In the event that the Consultant fails to cure its default within such period of time, the City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement.

The City shall have the right, notwithstanding any other provisions of this Agreement, to terminate this Agreement, at its option and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement, immediately upon service of written notice of termination on the Consultant, if the latter should:
a. Be adjudged a bankrupt;
b. Become insolvent or have a receiver of its assets or property appointed because of insolvency;
c. Make a general assignment for the benefit of creditors; d. Default in the performance of any obligation or payment of any indebtedness under this Agreement;
e. Suffer any judgment against it to remain unsatisfied or unbonded of record for thirty (30) days or longer; or
f. Institute or suffer to be instituted any procedures for reorganization or rearrangement of its affairs.

4.3. Compensation. In the event of termination, City shall pay Consultant for reasonable costs incurred and professional services satisfactorily performed up to and including the date of City's written notice of termination within thirty-five (35) days after service of the notice of termination. Compensation for work in progress shall be prorated based on the percentage of work completed as of the effective date of termination in accordance with the fees set forth herein. In ascertaining the professional services actually rendered hereunder up to the effective date of termination of this Agreement, consideration shall be given to both completed work and work in progress, to complete and incomplete drawings, and to other documents pertaining to the services contemplated herein whether delivered to the City or in the possession of the Consultant. City shall not be liable for any claim of lost profits.

4.4. Documents. In the event of termination of this Agreement, all documents prepared by Consultant in its performance of this Agreement including, but not limited to, finished or unfinished design,

development and construction documents, data studies, drawings, maps and reports, shall be delivered to the City within ten (10) days of delivery of termination notice to Consultant, at no cost to City. Any use of uncompleted documents without specific written authorization from Consultant shall be at City's sole risk and without liability or legal expense to Consultant.

5.0. INSURANCE

5.1. Minimum Scope and Limits of Insurance. Consultant shall obtain, maintain, and keep in full force and effect during the life of this Agreement all the following minimum scope of insurance coverages with an insurance company admitted to do business in California, rated "A," Class X, or better in the most recent Best's Key Insurance Rating Guide, and approved by City:
(a) Broad -form commercial general liability, in a form at least as broad as ISO from #CG 00 01 04 13, including premises -operations, products/completed operations, broad form property damage, blanket contractual liability, independent contractors, personal injury or bodily injury with a policy limit of not less than One Million Dollars ($1,000,000.00), combined single limits, per occurrence. If such insurance contains a general aggregate limit, it shall apply separately to this Agreement or shall be twice the required occurrence limit. If Consultant maintains higher limits that the specified minimum limits, City requires and shall be entitled to coverage for the high limits maintained by the Consultant. (b) Business automobile liability for owned vehicles, hired, and non -owned vehicles, with a policy limit of not less than One Million Dollars ($1,000,000.00), combined single limits, each incident for bodily injury and property damage. (c) Workers' compensation insurance as required by the State of California and Employers Liability Insurance with a minimum limit of $1,000,000 per accident for any employee or employees of Consultant. Consultant agrees to waive, and to obtain endorsements from its workers' compensation insurer waiving subrogation rights under its workers' compensation insurance policy against the City, its officers, agents, employees, and volunteers for losses arising from work performed by Consultant for the City and to require each of its subcontractors, if any, to do likewise under their workers' compensation insurance policies.

Before execution of this Agreement by the City, the Consultant shall file with the Public Works Director/City Engineer the following signed certification:

I am aware of, and will comply with, Section 3700 of the Labor Code, requiring every employer to be insured against liability of Workers' Compensation or to undertake self-insurance before commencing any of the work.

The Consultant shall also comply with Section 3800 of the Labor Code by securing, paying for and maintaining in full force and effect for the duration of this Agreement, complete Workers' Compensation Insurance, and shall furnish a Certificate of Insurance to the Public Works Director/City Engineer before execution of this Agreement by the City. The City, its officers and employees shall not be responsible for any claims in law or equity occasioned by failure of the consultant to comply with this section.
(d) Professional errors and omissions ("E&O") liability insurance with policy limits of not less than One Million Dollars ($1,000,000.00), combined single limits, per occurrence and aggregate. Architects' and engineers' coverage shall be endorsed to include contractual liability. If the policy is written as a "claims made"

policy, the retro date shall be prior to the start of the contract work. Consultant shall obtain and maintain, said E&O liability insurance during the life of this Agreement and for three years after completion of the work hereunder.

Neither the CITY nor any of its elected or appointed officials, officers, agents, employees, or volunteers makes any representation that the types of insurance and the limits specified to be carried by Consultant under this Agreement are adequate to protect Consultant. If Consultant believes that any such insurance coverage is insufficient, Consultant shall provide, at its own expense, such additional insurance as Consultant deems adequate.

5.2. Endorsements. The commercial general liability insurance policy and business automobile liability policy shall contain or be endorsed to contain the following provisions as worded below.
(a) Additional insureds: "The City of Placentia and its elected and appointed boards, officers, officials, agents, employees, and volunteers are additional insureds with respect to: liability arising out of activities performed by or on behalf of the Consultant pursuant to its contract with the City; products and completed operations of the Consultant; premises owned, occupied or used by the Consultant; automobiles owned, leased, hired, or borrowed by the Consultant." (b) Notice: "Consultant shall provide immediate written notice if (1) any of the required insurance policies is terminated; (2) the limits of any of the required polices are reduced; (3) or the deductible or self-insured retention is increased.

In the event of any cancellation or reduction in coverage or limits of any insurance, Consultant shall forthwith obtain and submit proof of substitute insurance. Should Consultant fail to immediately procure other insurance, as specified, to substitute for any canceled policy, the City may procure such insurance at Consultant's sole cost and expense."
(c) Other insurance: "The Consultant's insurance coverage shall be primary insurance as respects the City of Placentia, its officers, officials, agents, employees, and volunteers. Any other insurance maintained by the City of Placentia shall be excess and not contributing with the insurance provided by this policy."
(d) Any failure to comply with the reporting provisions of the policies shall not affect coverage provided to the City of Placentia, its officers, officials, agents, employees, and volunteers.
(e) The Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.

5.3. Deductible or Self -Insured Retention. If any of such policies provide for a deductible or self-insured retention to provide such coverage, the amount of such deductible or self-insured retention shall be approved in advance by City. No policy of insurance issued as to which the City is an additional insured shall contain a provision which requires that no insured except the named insured can satisfy any such deductible or self-insured retention.

5.4. Certificates of Insurance. Consultant shall provide to City certificates of insurance showing the insurance coverages and required endorsements described above, in a form and content approved by City, prior to performing any services under this Agreement. The certificates of insurance and endorsements shall be attached hereto as Exhibit "B" and incorporated herein by this reference.

5.5. Non -limiting. Nothing in this Section shall be construed as limiting in any way, the indemnification provision contained in this Agreement, or the extent to which Consultant may be held responsible for payments of damages to persons or property.

6.0. GENERAL PROVISIONS

6.1. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to any matter referenced herein and supersedes any and all other prior writings and oral negotiations. This Agreement may be modified only in writing and signed by the parties in interest at the time of such modification. The terms of this Agreement shall prevail over any inconsistent provision in any other contract document appurtenant hereto, including exhibits to this Agreement.

6.2. Representatives. The City Administrator or his or her designee shall be the representative of City for purposes of this Agreement and may issue all consents, approvals, directives and agreements on behalf of the City, called for by this Agreement, except as otherwise expressly provided in this Agreement.

Consultant shall designate a representative for purposes of this Agreement who shall be authorized to issue all consents, approvals, directives and agreements on behalf of Consultant called for by this Agreement, except as otherwise expressly provided in this Agreement.

6.3. Proiect Managers. City shall designate a Project Manager to work directly with Consultant in the performance of this Agreement. It shall be the Consultant's responsibility to assure that the Project Manager is kept informed of the progress of the performance of the services and the Consultant shall refer any decision, which must be made by City, to the Project Manager. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Project Manager.

Consultant shall designate a Project Manager who shall represent it and be its agent in all consultations with City during the term of this Agreement and who shall not be changed by Consultant without the express written approval by the City. Consultant or its Project Manager shall attend and assist in all coordination meetings called by City.

6.4. Notices. Any notices, documents, correspondence or other communications concerning this Agreement, or the work hereunder may be provided by personal delivery, facsimile or if mailed, shall be addressed as set forth below and placed in a sealed envelope, postage prepaid, and deposited in the United States Postal Service. Such communication shall be deemed served or delivered: a) at the time of delivery if such communication is sent by personal delivery; b) at the time of transmission if such communication is sent by facsimile; and c) 72 hours after deposit in the U.S. Mail as reflected by the official U.S. postmark if such communication is sent through regular United States mail.

IF TO CONSULTANT: IF TO CITY:

City of Placentia
401 E. Chapman
Placentia, CA 92870
Tel: Tel:

Fax: Fax:

Attn: Attn:

6.5. Attorneys' Fees. In the event that litigation is brought by any party in connection with this Agreement, the prevailing party shall be entitled to recover from the opposing party all costs and expenses, including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions, or provisions hereof.

6.6. Governing Law. This Agreement shall be governed by and construed under the laws of the State of California without giving effect to that body of laws pertaining to conflict of laws. In the event of any legal action to enforce or interpret this Agreement, the parties hereto agree that the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, California.

Consultant agrees to submit to the personal jurisdiction of such court in the event of such action.

6.7. Assignment. Consultant shall not voluntarily or by operation of law assign, transfer, sublet or encumber all or any part of Consultant's interest in this Agreement without City's prior written consent.

Any attempted assignment, transfer, subletting or encumbrance shall be void and shall constitute a breach of this Agreement and cause for termination of this Agreement. Regardless of City's consent, no subletting or assignment shall release Consultant of Consultant's obligation to perform all other obligations to be performed by Consultant hereunder for the term of this Agreement.

6.8. Indemnification and Hold Harmless. Consultant agrees to defend, indemnify, hold free and harmless the City, its elected and appointed officials, officers, agents and employees, at Consultant's sole expense, from and against any and all claims, demands, actions, suits or other legal proceedings arising out of, pertaining to, or relating to the negligence, recklessness, or willful misconduct of Consultant brought against the City, its elected and appointed officials, officers, agents and employees arising out of the performance of the Consultant, its employees, and/or authorized subcontractors, of the work undertaken pursuant to this Agreement. The defense obligation provided for hereunder shall apply without any advance showing of negligence, recklessness, or willful misconduct by the Consultant, its employees, and/or authorized subcontractors, but shall be required whenever any claim, action, complaint, or suit asserts as its basis the negligence, recklessness, or willful misconduct of the Consultant, its employees, and/or authorized subcontractors, and/or—whenever any claim, action, complaint or suit asserts liability against the City, its elected and appointed officials, officers, agents and employees based upon the negligence, recklessness, or willful misconduct of the Consultant, its employees, and/or authorized subcontractors under this Agreement, whether or not the Consultant, its employees, and/or authorized subcontractors are specifically named or otherwise asserted to be liable.

Notwithstanding the foregoing, the Consultant shall not be liable for the defense or indemnification of the City for claims, actions, complaints or suits arising out of the sole active negligence or willful misconduct of the City. This provision shall supersede and replace all other indemnity provisions contained either in the City's specifications or Consultant's Proposal, which shall be of no force and effect.

6.9. Independent Contractor. Consultant is and shall be acting at all times as an independent contractor and not as an employee of City. Consultant shall have no power to incur any debt, obligation, or liability on behalf of City or otherwise act on behalf of City as an agent. Neither City nor any of its agents shall have control over the conduct of Consultant or any of Consultant's employees, except as set forth in this Agreement. Consultant shall not, at any time, or in any manner, represent that it or any of its or employees are in any manner agents or employees of City. Consultant shall secure, at its sole expense, and be responsible for any and all payment of Income Tax, Social Security, State Disability Insurance Compensation, Unemployment Compensation, and other payroll deductions for Consultant and its officers, agents, and employees, and all business licenses, if any are required, in connection with the services to be performed hereunder. Consultant shall indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor relationship created by this Agreement. Consultant further agrees to indemnify and hold City harmless from any failure of Consultant to comply with the applicable worker's compensation laws. City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant's failure to promptly pay to City any reimbursement or indemnification arising under this paragraph.

6.10. PERS Eligibility Indemnification. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of the City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of

Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.

Notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing service under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in PERS as an employee of City and entitlement to any contribution to be paid by City for employer contribution and/or employee contributions for PERS benefits.

6.11. Cooperation. In the event any claim or action is brought against City relating to Consultant's performance or services rendered under this Agreement, Consultant shall render any reasonable assistance and cooperation which City might require.

6.12. Ownership of Documents. All findings, reports, documents, information and data including, but not limited to, computer tapes or discs, preliminary notes, working documents, files and tapes furnished or prepared by Consultant or any of its subcontractors in the course of performance of this Agreement, shall be and remain the sole property of City. Consultant agrees that any such documents or information shall not be made available to any individual or organization without the prior consent of City but shall be made available to the City within ten (10) days of request or within ten (10) days of termination. Any use of such documents for other projects not contemplated by this Agreement, and any use of incomplete documents, shall be at the sole risk of City and without liability or legal exposure to Consultant. City shall indemnify and hold harmless Consultant from all claims, damages, losses, and expenses, including attorneys' fees, arising out of or resulting from City's use of such documents for other projects not contemplated by this Agreement or use of incomplete documents furnished by Consultant. Consultant shall deliver to City any findings, reports, documents, information, data, preliminary notes and working documents, in any form, including but not limited to, computer tapes, discs, files audio tapes or any other Project related items as requested by City or its authorized representative, at no additional cost to the City. Consultant or Consultant's agents shall execute such documents as may be necessary from time to time to confirm City's ownership of the copyright in such documents.

6.13. Public Records Act Disclosure. Consultant has been advised and is aware that this Agreement and all reports, documents, information and data, including, but not limited to, computer tapes, discs or files furnished or prepared by Consultant, or any of its subcontractors, pursuant to this Agreement and provided to City may be subject to public disclosure as required by the California Public Records Act (California Government Code Section 6250 et seq.). Exceptions to public disclosure may be those documents or information that qualify as trade secrets, as that term is defined in the California Government Code Section 6254.7, and of which Consultant informs City of such trade secret. The City will endeavor to maintain as confidential all information obtained by it that is designated as a trade secret.

The City shall not, in any way, be liable or responsible for the disclosure of any trade secret including, without limitation, those records so marked if disclosure is deemed to be required by law or by order of the Court.

6.14. Conflict of Interest. Consultant and its officers, employees, associates and subconsultants, if any, will comply with all conflict of interest statutes of the State of California applicable to Consultant's services under this agreement, including, but not limited to, the Political Reform Act (Government Code Sections 81000, et seq.) and Government Code Section 1090. During the term of this Agreement, Consultant and its officers, employees, associates and subconsultants shall not, without the prior written approval of the City Representative, perform work for another person or entity for whom Consultant is not currently performing work that would require Consultant or one of its officers, employees, associates or subconsultants to abstain from a decision under this Agreement pursuant to a conflict of interest statute.

6.15. Responsibility for Errors. Consultant shall be responsible for its work and results under

this Agreement. Consultant, when requested, shall furnish clarification and/or explanation as may be required by the City's representative, regarding any services rendered under this Agreement at no additional cost to City. In the event that an error or omission attributable to Consultant occurs, then Consultant shall, at no cost to City, provide all necessary design drawings, estimates and other Consultant professional services necessary to rectify and correct the matter to the sole satisfaction of City and to participate in any meeting required with regard to the correction.

6.16. Prohibited Employment. Consultant will not employ any regular employee of City while this Agreement is in effect.

6.17. Order of Precedence. In the event of an inconsistency in this Agreement and any of the attached Exhibits, the terms set forth in this Agreement shall prevail. If, and to the extent this Agreement incorporates by reference any provision of any document, such provision shall be deemed a part of this Agreement. Nevertheless, if there is any conflict among the terms and conditions of this Agreement and those of any such provision or provisions so incorporated by reference, the conflict shall be resolved by giving precedence in the following order, if applicable: This Agreement, the City's Request for Proposals, the Consultant's Proposal.

6.18. Costs. Each party shall bear its own costs and fees incurred in the preparation and negotiation of this Agreement and in the performance of its obligations hereunder except as expressly provided herein.

6.19. No Third Party Beneficiary Rights. This Agreement is entered into for the sole benefit of City and Consultant and no other parties are intended to be direct or incidental beneficiaries of this Agreement and no third party shall have any right in, under or to this Agreement.

6.20. Headings. Paragraphs and subparagraph headings contained in this Agreement are included solely for convenience and are not intended to modify, explain or to be a full or accurate description of the content thereof and shall not in any way affect the meaning or interpretation of this Agreement.

6.21. Construction. The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises with respect to this Agreement, this Agreement shall be construed as if drafted jointly by the parties and in accordance with its fair meaning. There shall be no presumption or burden of proof favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

6.22. Amendments. Only a writing executed by the parties hereto or their respective successors and assigns may amend this Agreement.

6.23. Waiver. The delay or failure of either party at any time to require performance or compliance by the other of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the party against whom enforcement of a waiver is sought. The waiver of any right or remedy in respect to any occurrence or event shall not be deemed a waiver of any right or remedy in respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver.

6.24. Severabilitv. If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable in any circumstance, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance. Notwithstanding the foregoing, if the value of this Agreement, based upon the substantial benefit of the bargain for any party, is materially impaired, which determination made by the presiding court or arbitrator of competent jurisdiction shall be binding, then both parties agree to substitute such provision(s) through good faith negotiations.

6.25. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one agreement.

6.26. Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by doing so the parties hereto are formally bound to the provisions of this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their respective authorized officers, as of the date first above written.

CITY OF PLACENTIA,
A municipal corporation
City Administrator
ATTEST:

City Clerk and ex -officio Clerk
of the City of Placentia

CONSULTANT
Signature
Name and Title
Social Security or Taxpayer ID Number
APPROVED AS TO FORM:

Christian L. Bettenhausen, City Attorney
Date:

Date:

Date:

APPROVED AS TO INSURANCE:

Date:

Rosanna Ramirez, Risk Management
APPROVED AS TO CONTENT:

Date:

Project Manager

DEPARTMENTAL APPROVAL
Date:

Name, Title

EXHIBIT A

CONSULTANT'S PROPOSAL AND SCOPE OF WORK

EXHIBIT B

CERTIFICATES OF INSURANCE AND ENDORSEMENTS