EOP RFP Final.pdf

CITY OF FILLMORE

REQUEST FOR PROPOSAL

TO PROVIDE

EMERGENCY OPERATIONS PLANNING AND EMERGENCY

MANAGEMENT SERVICES

RFP PCD 26-03

City of Fillmore

Planning and Community Development Department 250 Central Avenue, Fillmore, CA 93015

(805) 524-1500 Website: www.fillmoreca.gov

Proposals will be accepted until 5:00 P.M., October 30, 2026

Proposals received after the specified date and time may be rejected without consideration or evaluation

Note:

SECTION 1: INTRODUCTION

1.1 OVERVIEW

The City

The Organization

Project Background and Objectives

Objectives

SECTION 2: SCOPE OF SERVICES

2.1 – Project Management and Coordination

2.2 – Emergency Operations Plan

2.3 – Hazard, Risk and Capability Assessment

2.4 – Continuity of Operations Plan

2.5 – Emergency Operations Center Assessment

2.6 – Training Needs Assessment

2.7 – Training and Exercises

2.8 – Public and Interagency Engagement

2.9 – Finalization, Adoption and Maintenance

SECTION 3: CITY SERVICES TO BE PROVIDED

SECTION 4: SCHEDULE OF EVENTS

4.1 SCHEDULE

4.2 PRE-PROPOSAL

SECTION 5: PROPOSAL REQUIREMENTS AND FORMAT

5.1 RFP AMENDMENTS

5.2 QUESTIONS AND CLARIFICATIONS REGARDING THE RFP

5.3 PROPOSAL FORMAT

A. Cover Page

B. Executive Summary

C. Approach and Methodology

D. Firm Information/Organization

E. Staffing

F. References

G. Acknowledgment of the Contract Documents

H. Litigation

SECTION 6: COMPENSATION AND BUDGET

SECTION 7: SUBMITTAL

7.2 Process for Submitting Proposals

7.3 PUBLIC RECORD

7.4 NON-COLLUSION

SECTION 8: SELECTION PROCESS

8.1 EVALUATION METHODOLOGY

8.2 STANDARD TERMS AND CONDITIONS

A. Cost for Preparing Proposal

B. Subcontractors

C. Intangibles

D. Licenses

E. Changes/Modifications

F. Governing Laws and Regulations

G. Black Out Period

H. Fiscal Year Funding Appropriation

I. Payments

J. Indemnification

K. Right of Rejection

L. Reference Terms

8.3 Award of Contract

1.0 SERVICES OF CONSULTANT

2.0 COMPENSATION

3.0 PERFORMANCE SCHEDULE

4.0 COORDINATION OF WORK

5.0 INSURANCE AND INDEMNIFICATION

6.0 RECORDS AND REPORTS

7.0 ENFORCEMENT OF AGREEMENT

8.0 CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION

9.0 MISCELLANEOUS PROVISIONS

Note:

Exhibit 1 is the City’s template consultant contract. The exhibits of this template will be modified to reflect the specific work to be undertaken when the contract is awarded. Any objections to any term, including the types and amounts of insurance, must be included in your proposal. This information is required for proposal evaluation. Failure to submit a proposal on all items will be sufficient reason to declare the proposal non-responsive and the failure to object to any term of the contract will preclude an objection later.

SECTION 1: INTRODUCTION

1.1 OVERVIEW

The City Known as “The Last Best Small Town in southern California” for its quaint small town, charming buildings, and historic downtown the City of Fillmore (population approximately 16,600) is a fantastic family-oriented community to live and work. With extraordinary opportunities for growth, a vibrant community, and an economy driven by agriculture and tourism, the City of Fillmore is conveniently located adjacent to Highway 126 in Ventura County midway between Santa Clarita and Ventura. The City is easily accessible from throughout Ventura County and western Los Angeles County. Being situated at the foot of the Topatopa Mountains in the Santa Clara River Valley, the City supplements great regional access to outdoor recreation with excellent local amenities and cultural events.

The local parks, aquatic facility, nearby Pacific Ocean, and numerous hiking trails, including the Sespe Condor Sanctuary, provide year-round activities for residents and visitors alike.

The City also partners with the Fillmore Unified School District on matters of community coordination and emergency preparedness. The City has a total of three (3) parks, which may serve important roles in emergency preparedness, response, recovery, public information, sheltering, staging, or other emergency-management activities, as appropriate.

*Fun Fact: * The City of Fillmore, incorporated in 1914, was originally founded in 1887 with the arrival of the Southern Pacific Rail line. The City’s climate, groundwater, and fertile soil thereafter, led to its agriculture based economy that continues to the present day. Notable agriculture is orange, lemon and avocado orchard farming and packing, as well as specimen tree farming. Hollywood film makers have also found the City of Fillmore; recognizing its early 20th century architecture, a variety of successful films and television shows have been filmed in the City.

For more information about the City of Fillmore, please visit https://www.fillmoreca.gov/

The Organization Working in the City of Fillmore is special; it is like no other. The City is a team of smart, fun, professional, responsive, flexible, nimble, innovative, and collaborative individuals that take pride in serving the public, achieving excellence, and providing quality service. The City is comprised of exceptional interdisciplinary, dedicated, mutually supportive, and talented individuals who are motivated, energetic, and hard working while simultaneously enjoying their work and working together. Recognizing that ideas drive an organization forward, the City of Fillmore is an employer that encourages continuous learning for employees to build and maximize their skills, attributes and career for personal, professional and team success. The ideal employee of the City pushes boundaries, challenges the status quo, sees challenges as opportunities, and strives for excellence to realize their highest potential. In other words, the organizational culture embraces challenges, creativity, and discovery for new and better ways to provide services and achieving success.

The City of Fillmore is a general law city with a Council-Manager form of government. The City is successfully led by City Manager Erika Herrera-Terriquez who was appointed in 2025; Mrs. Herrera-Terriquez serves as the City’s chief executive officer and is responsible for implementing the City Council’s policies and goals and public services collaboratively with 46 full-time personnel within the operational departments of administrative services, city attorney, finance, fire, parks and recreation, planning and community development, police, and public works.

Along with being a stable organization with long tenured personnel, the City is in an excellent financial position and is fiscally stable. With a focus on the key results and goals of Fiscal Management, Public Safety, Economic Development, Natural Resources, Arts and Culture, Smart Growth, Community Affordability, Community Engagement/Communication, Infrastructure and Organizational Excellence, the fiscal year 2026-2027 budget for all services, programs and capital projects is approximately $40 million.

The consultant will be expected to work collaboratively across departments and with appropriate regional, county, state, federal, nonprofit, private-sector, and public safety partners.

Project Background and Objectives The City of Fillmore is requesting proposals from qualified emergency-management consulting firms to develop, update, and/or modernize the City’s Emergency Operations Plan (EOP) and related emergency-management capabilities. The resulting work should provide a comprehensive, all-hazards framework that City staff can use before, during, and after an emergency or disaster.

The City of Fillmore desires the selected firm to conduct the following:

Objectives Develop a practical, operationally focused, all-hazards Emergency Operations Plan for the City.

Align the EOP with applicable FEMA, Cal OES, SEMS, NIMS, ICS, and other applicable state and federal guidance and requirements.

Reflect the City's local hazards, geography, demographics, critical facilities, infrastructure, resources, staffing, mutual-aid relationships, and regional dependencies.

Clarify department and employee roles, responsibilities, activation procedures, emergency organization, EOC operations, and decision-making processes.

Develop or update a Continuity of Operations Plan (COOP) addressing essential functions, succession, alternate facilities, communications, IT recovery, vital records, and continuity of government functions.

Assess the City's Emergency Operations Center capabilities and identify practical, prioritized improvements.

Develop training and exercise recommendations and conduct exercises that test the City's plans and procedures.

Provide user-friendly checklists, job aids, quick-reference materials, and templates that can be used by employees whose primary duties are not emergency management.

Improve coordination with Ventura County and other regional public safety, emergency management, utility, transportation, healthcare, nonprofit, and community partners.

Support public and City Council education as appropriate.

Provide a final plan and implementation roadmap that the City can maintain and update after the consulting engagement.

SECTION 2: SCOPE OF SERVICES

The following scope represents the City's minimum expectations. Proposers may recommend refinements, additional tasks, or alternate approaches if they demonstrate that the proposed approach will better achieve the City's objectives and remain within the City's budget.

2.1 – Project Management and Coordination Conduct a project kickoff meeting with City leadership and designated staff.

Prepare a Project Management Plan identifying milestones, deliverables, responsibilities, meeting cadence, communication protocols, review periods, and quality-control procedures.

Coordinate with City departments, public safety agencies, Ventura County agencies, utilities, schools, healthcare organizations, nonprofit partners, and other stakeholders identified by the City.

Lead and document meetings, workshops, interviews, and planning sessions.

Maintain a project schedule and provide regular status reports identifying completed work, upcoming activities, risks, decisions needed, and schedule impacts.

Track City comments and demonstrate how comments were incorporated into draft and final products.

2.2 – Emergency Operations Plan Review the City's existing EOP and related emergency plans, policies, ordinances, mutual-aid agreements, emergency checklists, department procedures, and available hazard information.

Assess the City's emergency-management organization and clarify roles and responsibilities consistent with SEMS, NIMS, ICS, and applicable Cal OES and FEMA guidance.

Include a local hazard and risk assessment consistent with the City's Local Hazard Mitigation Plan and available regional hazard information.

Address natural and human-caused hazards relevant to Fillmore, including wildfire, earthquake, flood, severe weather, hazardous materials incidents, public health emergencies, utility/power outages, transportation incidents, cyber or technology disruptions, and other hazards identified through the assessment.

Include demographics, geography, critical facilities, infrastructure, vulnerable populations/access and functional needs, key resources, and regional dependencies as appropriate.

Define activation levels, notification, EOC activation/deactivation, emergency organization, communications, resource management, public information, documentation, and demobilization.

Develop or update functional and hazard-specific annexes, checklists, forms, job aids, and quick-reference materials.

Coordinate the City's EOP with Ventura County Operational Area procedures and relevant regional systems, plans, and mutual-aid structures.

Ensure the EOP can be used during localized incidents and larger incidents requiring regional, state, or federal assistance.

2.3 – Hazard, Risk and Capability Assessment Conduct a practical Threat and Hazard Identification and Risk Assessment (THIRA) or equivalent local hazard/risk assessment.

Review current capabilities, resources, staffing, facilities, communications, emergency supplies, mutual aid, and response dependencies.

Identify capability gaps and recommend prioritized, realistic improvements.

Coordinate findings with the City's Local Hazard Mitigation Plan and other applicable planning documents.

2.4 – Continuity of Operations Plan Develop a Citywide COOP addressing continuity of essential functions during disruption.

Identify essential functions, critical services, dependencies, priorities, and minimum staffing requirements.

Establish orders of succession and delegations of authority.

Identify alternate work locations and continuity strategies.

Address IT recovery, communications continuity, data protection, vital records, financial operations, and critical vendor dependencies.

Conduct department-level workshops to validate essential functions and continuity assumptions.

2.5 – Emergency Operations Center Assessment Inventory existing EOC space, equipment, communications, technology, power, connectivity, staffing, and procedures.

Assess EOC readiness for activation and sustained operations.

Identify gaps and provide prioritized recommendations, including planning-level costs where appropriate.

Identify opportunities for interoperability with regional partners and remote/virtual EOC operations.

2.6 – Training Needs Assessment Assess emergency-management training needs for City employees and designated emergency response/EOC personnel.

Identify baseline and position-specific training needs.

Recommend NIMS, ICS, SEMS, EOC, communications, public information, continuity, and other training.

Provide a prioritized training matrix and recommended schedule.

2.7 – Training and Exercises Develop a Training and Exercise Plan appropriate to the City's staffing and operational capacity.

Provide training for City staff and designated emergency personnel.

Provide position-specific training and quick-reference tools.

Design and facilitate at least one scenario-based tabletop exercise, unless the City authorizes an alternate exercise format.

Consider realistic scenarios such as wildfire/evacuation, earthquake, flood, prolonged power outage, hazardous materials incident, or public health emergency.

Conduct an After-Action Review and prepare an After-Action Report and Improvement Plan.

Provide additional exercise recommendations and optional pricing for additional exercises.

2.8 – Public and Interagency Engagement Coordinate with Ventura County and relevant regional partners regarding emergency planning, evacuation, communications, mutual aid, and operational-area coordination.

Coordinate, as appropriate, with the Fillmore Unified School District regarding emergency preparedness, communication, resource coordination, and roles during incidents affecting the community.

Consider the City's three (3) parks in emergency planning, including potential uses for staging, sheltering, public information, resource distribution, reunification, or other emergency functions, as appropriate.

Support presentations, talking points, and briefing materials for City Council and public meetings as requested.

Recommend public-facing preparedness and emergency communication materials appropriate for residents, businesses, visitors, and persons with access and functional needs.

Consider community organizations, nonprofits, businesses, schools, healthcare providers, and volunteer programs in emergency preparedness.

2.9 – Finalization, Adoption and Maintenance Provide draft, revised-draft, and final versions of required plans and reports.

Incorporate City comments and document resolution of substantive comments.

Provide final documents in editable formats.

Provide an implementation roadmap identifying recommended actions after project completion.

Provide a plan-maintenance and update schedule, including recommended annual reviews and periodic comprehensive updates.

Assist the City, if requested, with presentations or materials necessary for City Council consideration and adoption.

SECTION 3: CITY SERVICES TO BE PROVIDED

1. Provide available existing emergency plans, policies, GIS materials, organizational information, contact lists, and other relevant documents.

2. Provide access to City facilities for review and assessment as reasonably necessary.

3. Assist with coordinating meetings and identifying appropriate City and partner participants.

4. Provide staff participation in interviews, workshops, training, and exercises.

5. Review draft documents and provide consolidated comments within mutually agreed review periods.

6. Administer the resulting contract and process approved invoices.

7. Identify the City project manager or designated staff liaison for day-to-day coordination.

SECTION 4: SCHEDULE OF EVENTS

4.1 SCHEDULE

All proposals are to be submitted via Planet Bids only. The schedule for the RFP process is as follows:

Action Completion Date

RFP Issued 10/09/2026

Last Day to Submit Questions 10/16/2026

Proposals Due 10/30/2026

Proposal Review Week of 11/02/2026

Interviews (if needed) Week of 11/10/2026

Notification of Award 11/19/2026

4.2 PRE-PROPOSAL

Site visits are available upon request. Please contact Juana Arias, City Manager’s Executive Assistant at ariasj@fillmoreca.gov for scheduling.

The consultant shall be responsible for knowledge of the conditions affecting the work. The act of submitting a proposal will be considered a proposer’s full acknowledgment that the consultant has inspected the sites, as well as the Contract Documents (as defined in Section 5.3(H) below), and is completely familiar with the requirements of all of them.

SECTION 5: PROPOSAL REQUIREMENTS AND FORMAT

5.1 RFP AMENDMENTS

Consultants are encouraged to carefully review the RFP in its entirety prior to submitting a proposal. Consultants may only modify their proposals if the modifications are received before the RFP submission deadline. Any changes to the RFP will be considered an Addendum to the RFP. Addendums would be transmitted to all prospective Consultants through PlanetBids, the Agency’s eProcurement System. Prospective Consultants must sign and submit the Acknowledgement Receipt of Addenda as part of the Proposal Submittal Packet if any addendum is issued. If an addendum has been issued by City of Fillmore and is not noted as being received by a Proposer in its proposal submittal packet, that Proposal may be rejected.

5.2 QUESTIONS AND CLARIFICATIONS REGARDING THE RFP

All questions and clarification requests regarding this RFP must be submitted through the Q&A feature in PlanetBids https://vendors.planetbids.com/portal/53681/portal-home and will be accepted until October 16, 2026. The City of Fillmore reserves the right to determine whether or not to answer any questions related to this RFP. If the City of Fillmore responds to any questions, the information will be transmitted to all prospective Bidders through PlanetBids by October 20, 2026.

5.3 PROPOSAL FORMAT

Proposals must be electronically submitted on PlanetBids at:

https://vendors.planetbids.com/portal/53681/bo/bo-detail/147132 by 5:00 P.M. on October 30, 2026. Proposals should be uploaded as one combined PDF file.

Proposals must include the following:

A. Cover Page This should be the first page of the submission, fully completed and signed by an officer of the firm who is legally authorized to bind the firm.

B. Executive Summary A brief narrative highlighting the proposer’s qualifications and experience, typically not exceeding two pages.

C. Approach and Methodology A straightforward and concise presentation including a description of the firm’s understanding of the City and the scope of services required.

D. Firm Information/Organization Identify the person who will be managing the work, include resumes, list relevant projects, and specify duties and responsibilities.

E. Staffing List principals and sub-consultants with qualifications. Describe the firm’s support organization, accessibility, and quality assurance methods. The City desires to have a dedicated team of two representatives who will be available to assist and become familiar with the City. One of these individuals will be the primary person responsible for work in the City, with the second available as back up to the primary as needed.

F. References Provide references within the past five years that are similar in size and scope, including names of key staff, a summary of the firm's capability, and at least five business references.

G. Acknowledgment of the Contract Documents The City’s template contract specifying the required types and amounts of insurance (“Contract Documents”) is attached hereto as Exhibit 1. Each proposer shall state any objections or proposed modifications to the Contract Documents.

H. Litigation A proposal must disclose any involvement in litigation that could affect the firm’s ability to perform the contract.

SECTION 6: COMPENSATION AND BUDGET

The City intends to establish a not-to-exceed contract amount for the services described in this RFP. The City's maximum authorized compensation for the base scope of services will not exceed: $35,000.00. Proposers shall not assume that the City will authorize additional funds beyond this amount.

Proposers shall provide a detailed fee proposal identifying the cost of each task, labor rates, anticipated hours, reimbursable expenses, travel, subcontractor costs, and optional services. The City prefers a fixed-price or milestone-based proposal.

The City may reject a proposal that exceeds the City's stated maximum budget. If the proposer believes the full scope cannot be completed within the maximum budget, the proposer shall identify priorities or optional items rather than assuming additional funding.

Optional services shall be separately priced and shall not be included in the base contract amount unless expressly authorized by the City.

SECTION 7: SUBMITTAL

7.2 Process for Submitting Proposals

A. Content of Proposal

All proposals must be complete and submitted via PlanetBids only.

B. Conditions for Proposal Acceptance

The City reserves the right to reject any or all proposals, waive any informalities or irregularities, and award proposals in the best interest of the City.

7.3 PUBLIC RECORD

All proposals will become the property of the City of Fillmore, which is a public agency subject to disclosure requirements of the California Public Records Act (“CPRA”). If Consultant’s/proposer’s proprietary information is contained in documents submitted to the Agency, and Consultant/proposer claims that such information falls within one or more CPRA exemptions, Consultant/proposer’s must clearly mark such information “CONFIDENTIAL AND PROPRIETARY,” and identify the specific page(s) and lines containing the information. Despite what is labeled as confidential, proprietary or trade secret, such designation shall be determined by law. Any consultant or proposer that includes a blanket statement of limitation, which would prohibit or limit public inspection, may be considered non-responsive and may be rejected. Pricing information is generally not considered proprietary information. Generally, each quotation and all documentation, including financial information, submitted by a Consultant/proposer’s to the Agency is confidential until a contract is awarded, when such documents become public record under State and local law, unless exempted under the CPRA. (California Government Code, Section 7920.000 et seq.)

7.4 NON-COLLUSION

By signing and submitting an RFP response, the participating consultant is certifying that this response is genuine and not a pretense or collusive or made in the interest of or on behalf of any person not herein named and that the undersigned has not directly or indirectly induced or solicited any other consultant to put in a sham response, or any other person, firm or corporation to refrain from proposing, and that the undersigned has not in any manner sought by collusion, to secure for itself an advantage of any other opportunity.

SECTION 8: SELECTION PROCESS

8.1 EVALUATION METHODOLOGY

The evaluation will include analysis of qualifications, costs, exceptions, company information, experience, and references. Evaluation of proposals will commence following the RFP closing date, October 30, 2026.

Results will be posted on the City’s website under the Bid Center tab. The City of Fillmore may select a proposal other than the one with the lowest cost. The objective is to choose a vendor capable of providing quality services that will help the City of Fillmore achieve the goals and objectives of the requested services within a reasonable budget.

A review panel will evaluate Proposals based on the best value to the City of Fillmore using the following methodology and selection criteria:

Cost Proposal

Functional Requirements

Stability and Financial Status

Qualifications and References

8.2 STANDARD TERMS AND CONDITIONS

A. Cost for Preparing Proposal All costs for preparing a proposal in response to this RFP are the responsibility of the proposer.

B. Subcontractors The City does not authorize and will not approve of a proposer subcontracting out any of the work at issue in the proposal.

C. Intangibles Include any additional intangibles that would benefit the City to know about your business.

D. Licenses The selected entity must have a City of Fillmore business license prior to commencing work.

E. Changes/Modifications The City reserves the right to change the scope of work or modify the number of hours requested per week. Any resulting contract modifications will require mutual written consent to become effective.

F. Governing Laws and Regulations The proposer must comply with all relevant laws, ordinances, and regulations.

G. Black Out Period From the time the RFP is issued until the contract is presented to the City Council for award, any attempt to influence City staff or officials may result in disqualification.

H. Fiscal Year Funding Appropriation Contracts are subject to fiscal year funding appropriations. If funds are not appropriated, the contract will be canceled.

I. Payments Payments will be made 45 days from the receipt of an accurate invoice.

J. Indemnification The successful proposer must fully indemnify the City as documented in the contract.

K. Right of Rejection The City reserves the right to reject any or all proposals, waive any informalities or irregularities, and award proposals in the best interest of the City.

L. Reference Terms References in this document to the City of Fillmore shall be construed to include all genders, firms, partnerships, and corporations. Singular terms include the plural, and plural terms include the singular.

8.3 Award of Contract

The selected consultant will be required to accept and execute the City of Fillmore’s standard consultant agreement and all of the provisions contained within the contract (Exhibit 1), other than any provisions objected to in the proposal and agreed to be revised by the City.EXHIBIT 1

CITY OF FILLMORE

CONTRACT SERVICES AGREEMENT FOR

___________ SERVICES

This Contract Services Agreement (“Agreement”) is made and entered into this ____ day of ___________, 202__, by and between the City of Fillmore, a municipal corporation (“City”), and ____________, a __________ (“Consultant”). The term Consultant includes professionals performing in a consulting capacity. The parties hereto agree as follows:

1.0 SERVICES OF CONSULTANT

1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Consultant shall provide the work and services specified in the “Scope of Services” attached hereto as Exhibit “A” and incorporated herein by this reference. Consultant warrants that all work or services set forth in the Scope of Services will be performed in a competent, professional and satisfactory manner.

1.2 Consultant’s Proposal. The Scope of Services shall include the Consultant’s proposal or bid which shall be incorporated herein by this reference as though fully set forth herein. In the event of any inconsistency between the terms of such proposal and this Agreement, the terms of this Agreement shall govern.

1.3 Compliance with Law. All work and services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental agency having jurisdiction.

1.4 Licenses, Permits, Fees and Assessments. Consultant shall obtain at its sole cost and expense, such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Consultant shall have the sole obligation to pay for any fees, assessments, taxes, including applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Consultant’s performance of the services required by this Agreement; and shall indemnify, defend and hold harmless City against any claim for such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City hereunder.

1.5 Familiarity with Work. By executing this Agreement, Consultant warrants that Consultant (a) has thoroughly investigated and considered the scope of services to be performed, (b) has carefully considered how the work and services should be performed, and (c) fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement.

1.6 Additional Services. City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written order is first given by the Contract Officer to the Consultant, incorporating therein any adjustment in (i) the Contract Sum, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Consultant. Any increase in compensation must be approved by the City Council. It is expressly understood by Consultant that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services or reasonably contemplated therein. Consultant hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Consultant anticipates and that Consultant shall not be entitled to additional compensation therefor.

1.7 Special Requirements. Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the “Special Requirements” attached hereto as Exhibit “B” and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit “B” and any other provisions of this Agreement, the provisions of Exhibit “B” shall govern.

1.8 Environmental Laws. Consultant shall comply with all applicable environmental laws, ordinances, codes and regulations of Federal, State, and local governments. Consultant shall also comply with all applicable mandatory standards and policies relating to energy efficiency.

2.0 COMPENSATION

2.1 Contract Sum. For the services rendered pursuant to this Agreement, Consultant shall be compensated in accordance with the “Schedule of Compensation” attached hereto as Exhibit “C” and incorporated herein by this reference, but not exceeding the maximum contract amount of ___________ dollars ($__________.00) (“Contract Sum”), except as provided in Section 1.6. The method of compensation may include: (i) a lump sum payment upon completion, (ii) payment in accordance with the percentage of completion of the services, (iii) payment for time and materials based upon the Consultant’s rates as specified in the Schedule of Compensation, but not exceeding the Contract Sum or

(iv) such other methods as may be specified in the Schedule of Compensation. Compensation may include reimbursement for actual and necessary expenditures approved by the Contract Officer in advance if specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Consultant at all project meetings reasonably deemed necessary by the City.

Consultant agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services or, if Consultant is providing design services, the cost of the project being designed, Consultant shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto and, if Consultant is providing design services, the estimated increased or decreased cost estimate for the project being designed.

2.2 Method of Payment. Unless some other method of payment is specified in the Schedule of Compensation, in any month in which Consultant wishes to receive payment, no later than the first (1st) working day of such month, Consultant shall submit to the City, in a form approved by the City’s Director of Finance, an invoice for services rendered prior to the date of the invoice. Except as provided in Section 7.2, City shall pay Consultant for all expenses stated thereon which are approved by City pursuant to this Agreement generally within thirty (30) days, and no later than forty-five (45) days, from the submission of an invoice in an approved form.

2.3 Availability of Funds. It is mutually understood between the parties that this Agreement is valid and enforceable only if sufficient funds are made available by the City Council of the City for the purposes of this Agreement. The availability of funding is affected by matters outside the City’s control, including other governmental entities. Accordingly, the City has the option to void the whole Agreement or to amend the Agreement to reflect unanticipated reduction in funding for any reason.

3.0 PERFORMANCE SCHEDULE

3.1 Time of Essence. Time is of the essence in the performance of this Agreement.

3.2 Schedule of Performance. Consultant shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the “Schedule of Performance” attached hereto as Exhibit “D”, if any, and incorporated herein by this reference. When requested by the Consultant, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer but not exceeding one hundred eighty (180) days cumulatively.

3.3 Force Majeure. The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Consultant, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Consultant shall, within ten (10) days of the commencement of such delay, notify the Contract Officer in writing of the causes of the delay.

The Contract Officer shall ascertain the facts and the extent of delay and extend the time for performing the services for the period of the enforced delay when and if, in the judgment of the Contract Officer, such delay is justified. The Contract Officer’s determination shall be final and conclusive upon the parties to this Agreement. In no event shall Consultant be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused; Consultant’s sole remedy being extension of the Agreement pursuant to this Section.

3.4 Term. Unless earlier terminated in accordance with Section 7.4 below, this Agreement shall continue in full force and effect until completion of the services no later than _________.

4.0 COORDINATION OF WORK

4.1 Representative of Consultant. ________ is hereby designated as being the representative of Consultant authorized to act on its behalf with respect to the work or services specified herein and to make all decisions in connection therewith.

It is expressly understood that the experience, knowledge, capability and reputation of the representative was a substantial inducement for City to enter into this Agreement. Therefore, the representative shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. For purposes of this Agreement, the representative may not be replaced nor may his responsibilities be substantially reduced by Consultant without the express written approval of City.

4.2 Contract Officer. The City’s City Manager is hereby designated as the representative of the City authorized to act in its behalf with respect to the work and services and to make all decisions in connection therewith (“Contract Officer”). It shall be the Consultant’s responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Consultant shall refer any decisions which must be made by City to the Contract Officer. The City may designate another Contract Officer by providing written notice to Consultant.

4.3 Prohibition Against Subcontracting or Assignment. The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Consultant shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City. In addition, neither this Agreement nor any interest herein may be transferred or assigned without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Consultant taking all transfers into account on a cumulative basis. A prohibited transfer or assignment shall be void. No approved transfer shall release the Consultant or any surety of Consultant of any liability hereunder without the express consent of City.

4.4 Independent Contractor. Neither the City nor any of its employees shall have any control over the manner or means by which Consultant or employees, perform the services required herein, except as otherwise set forth herein. Consultant shall perform all services required herein as an independent contractor of City and shall remain under only such obligations as are consistent with that role. Consultant represents and warrants that the personnel used to provide services to the City pursuant to this Agreement are classified by Consultant as employees. Consultant shall not at any time or in any manner represent that it or any of its employees are employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Consultant in its business or otherwise or a joint venturer or a member of any joint enterprise with Consultant. In the event that Consultant or any employee of Consultant providing services under this Agreement claims or is determined by a federal or state agency, a court of competent jurisdiction, or the California Public Employees’ Retirement System (“CalPERS”) to be classified as other than an independent contractor for the City, then Consultant shall indemnify, defend, and hold harmless the City for the payment of any and all assessed fines, penalties, judgments, employee and/or employer contributions, and any other damages and costs assessed to the City as a consequence of, or in any way attributable to, the assertion that Consultant or any staff Consultant used to provide services under this Agreement are employees of the City.

5.0 INSURANCE AND INDEMNIFICATION

5.1 Insurance. Consultant shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extension thereof, the following policies of insurance:

(a) Commercial General Liability Insurance. A policy of commercial general liability insurance using Insurance Services Office “Commercial General Liability” policy form CG 00 01, with an edition date prior to 2004, or the exact equivalent. Coverage for an additional insured shall not be limited to its vicarious liability. Defense costs must be paid in addition to limits. Limits shall be no less than $1,000,000.00 per occurrence for all covered losses and no less than $2,000,000.00 general aggregate.

(b) Workers’ Compensation Insurance. A policy of workers’ compensation insurance on a state-approved policy form providing statutory benefits as required by law with employer’s liability limits no less than $1,000,000.00 per accident for all covered losses.

(c) Automotive Insurance. A policy of comprehensive automobile liability insurance written on a per occurrence basis in an amount not less than $1,000,000.00 per accident, combined single limit. Said policy shall include coverage for owned, non-owned, leased and hired cars.

(d) Professional Liability or Error and Omissions Insurance. Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of $1,000,000 per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this agreement and consultant agrees to maintain continuous coverage through a period no less than three years after completion of the services required by this agreement.

All of the above policies of insurance shall be primary insurance. The general liability policy shall name the City, its officers, employees and agents (“City Parties”) as additional insureds and shall waive all rights of subrogation and contribution it may have against the City and the City Parties and their respective insurers. Moreover, where the primary insured does not satisfy the self-insured retention, the insurance policy must specify that any additional insured may satisfy the self-insured retention. All of said policies of insurance shall also provide that said insurance may not be cancelled without providing ten (10) days prior written notice by registered mail to the City. In the event any of said policies of insurance are cancelled or amended, Consultant shall, prior to the cancellation or amendment date, submit new evidence of insurance in conformance with this Section 5.1 to the Contract Officer.

No work or services under this Agreement shall commence until Consultant has provided City with Certificates of Insurance or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by City.

Consultant agrees that the provisions of this Section 5.1 shall not be construed as limiting in any way the extent to which Consultant may be held responsible for the payment of damages to any persons or property resulting from Consultant’s activities or the activities of any person or persons for which Consultant is otherwise responsible.

The insurance required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated “A-” or better in the most recent edition of AM Best , and only if they are of a financial category A- or Class VII or better, unless such requirements are waived by the Risk Manager of the City due to unique circumstances.

In the event that the Consultant is authorized to subcontract any portion of the work or services provided pursuant to this Agreement, the contract between the Consultant and such subcontractor shall require the subcontractor to maintain the same policies of insurance that the Consultant is required to maintain pursuant to this Section 5.1.

5.2 Indemnification.

(a) Indemnity for Design Professional Liability. When the law establishes a professional standard of care for Consultant’s services, to the fullest extent permitted by law, and except for the statutory limits set forth under California Civil Code Section 2782.8 applicable to services provided by a “design professional”, Consultant shall indemnify, defend and hold harmless City and the City Parties from and against any and all losses, liabilities, damages, costs and expenses, including attorneys’ fees and costs to the extent same are caused in whole or in part by any negligent or wrongful act, error or omission of Consultant, its officers, agents, employees or subcontractors (or any entity or individual for which Consultant shall bear legal liability) in the performance of professional services under this Agreement.

(b) Indemnity for Other Than Design Professional Liability. Other than in the performance of design professional services and to the full extent permitted by law, Consultant shall indemnify, defend and hold harmless City and City Parties from and against any liability (including liability for claims, suits, actions, losses, expenses or costs of any kind, whether actual, alleged or threatened, including attorneys’ fees and costs, court costs, defense costs and expert witness fees), where the same arise out of, are a consequence of, or are in any way attributable to, in whole or in part, the performance of this Agreement by Consultant or by any individual or entity for which Consultant is legally liable, including but not limited to officers, agents, employees or subcontractors of Consultant.

6.0 RECORDS AND REPORTS

6.1 Reports. Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require.

6.2 Records. Consultant shall keep, and require subcontractors to keep, such books and records as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records. Such records shall be maintained for a period of seven (7) years for all financial documents and three (3) years for all other documents following completion of the services hereunder, and the City shall have access to such records in the event any audit is required.

6.3 Ownership of Documents. All drawings, specifications, reports, records, documents and other materials prepared by Consultant, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership of such documents and materials. Consultant may retain copies of such documents for its own use and Consultant shall have an unrestricted right to use the concepts embodied therein. Any use of such completed documents by City for other projects and/or use of uncompleted documents without specific written authorization by the Consultant will be at the City’s sole risk and without liability to Consultant and the City shall indemnify the Consultant for all damages resulting therefrom. All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom.

7.0 ENFORCEMENT OF AGREEMENT

7.1 California Law. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Ventura, State of California, or any other appropriate court in such county, and Consultant agrees to submit to the personal jurisdiction of such court in the event of such action.

7.2 Retention of Funds. Consultant hereby authorizes City to deduct from any amount payable to Consultant (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by reason of Consultant’s acts or omissions in performing or failing to perform Consultant’s obligation under this Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by Consultant, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of the Consultant to insure, indemnify, and protect City as elsewhere provided herein.

7.3 Waiver. No delay or omission in the exercise of any right or remedy by a non-defaulting party on any default shall impair such right or remedy or be construed as a waiver. A party’s consent to or approval of any act by the other party requiring the party’s consent or approval shall not be deemed to waive or render unnecessary the other party’s consent to or approval of any subsequent act. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement.

7.4 Termination Prior to Expiration of Term. Either party may terminate this Agreement at any time, with or without cause, upon thirty (30) days’ written notice to the other party.