REQUEST FOR PROPOSALS

ORANGE COUNTY MOSQUITO AND VECTOR CONTROL 13001 GARDEN GROVE BLVD. GARDEN GROVE, CA 92843 REQUEST FOR PROPOSALS EXECUTIVE SEARCH FIRM Sealed proposals must be received on or before Monday, July 20, 2015 no later than 4:30 p.m. by: Orange County Mosquito and Vector Control District Attn: Tawnia Pett, Executive Secretary/Clerk of the Board RFP Executive Recruiting Services 13001 Garden Grove Blvd. Garden Grove, CA 92843

ORANGE COUNTY MOSQUITO AND VECTOR CONTROL EXECUTIVE RECRUITING SERVICES REQUEST FOR PROPOSALS INTRODUCTION Intent of the Request for Proposals (RFP): The Orange County Mosquito and Vector Control District (District) is seeking the services of a highly qualified executive search firm to manage the recruitment and selection of its District Manager. The consultant should have the knowledge and expertise to advise the Board of Trustees on the recruitment and selection process, how to involve key stakeholders and staff, and attract highly qualified and compatible candidates. Background: The existing District Manager has announced his retirement from the District effective December 31, 2015. The District is a special district formed in 1947. It is supported by benefit assessment fees and a small part of the property tax. The District functions under the provisions of the California State Health and Safety Code Sections 2000-2007. The principal mission of the District is the protection of public health through management and control of several species of vector organisms (animals, such as insects, that can transmit disease or cause injury to humans) and to maintain surveillance and detection programs for the diseases they carry. The District maintains year-round control programs for rats, mosquitoes, red imported fire ants, and filth flies. The District also carries out routine vector-borne disease surveillance in Orange County, which includes monitoring for hantavirus, tick-borne diseases (Lyme, Pacific Coast tick fever, Rocky Mountain spotted fever), flea-borne typhus, and several types of mosquito-borne encephalitis viruses. The District is governed by a Board of Trustees composed of 35 members, 34 appointed by each city within the District, and one Board member representing the unincorporated area of the County-at-Large appointed by the Board of Supervisors. Proposals: Sealed proposal process: 1. All proposals must be received by 4:30 p.m. on Monday, July 27, 2015. 2. All criteria for evaluation are set forth in this RFP. Only these criteria will be used by the District to determine, in its sole judgement, the proposal it deems to be in its best interest. 3. It is the responsibility of the proposer to ensure that the proposal is delivered on time. Any proposals received after the deadline will be disqualified. 4. The District reserves the right to reject any or all proposals with or without cause.

Proposal Submission: Three hard copy and one electronic PDF version of the proposal must be submitted. The proposal package must be sealed and plainly labeled: Scope of Services: Orange County Mosquito and Vector Control District Attn: Tawnia Pett, Executive Secretary/Clerk of the Board RFP Executive Recruiting Services 13001 Garden Grove Blvd. Garden Grove, CA 92843 Scope of Work: The District anticipates that the search will include four phases as follows: A. Development of Candidate Profile and Recruitment Strategy B. Outreach and Advertising Campaign C. Candidate Screening D. Candidate Selection, Background, and Job Offer Core Services: The core services required include: 1. Act as the primary contact to the Board of Trustees and guide and advise them through the recruitment and selection process. 2. Interview Board of Trustees to obtain feedback for desired characteristics and qualifications of a District Manager. 3. Advise Board of Trustees on all phases of the recruitment, including who should be involved and at what level. This will include input regarding participation from key stakeholders including department heads, and other staff. 4. Coordinate stakeholder, staff and community input per Board direction. 5. Develop recruitment materials 6. Conduct a comprehensive outreach and advertising campaign aimed at producing the highest quality District Manger candidates 7. Identify and contact referral sources and contact potential candidates 8. Review and screen candidates. Personally meet with top candidates prior to presenting them to the Board of Trustees. 9. Recommend final selection process and facilitate process with Board of Trustees to review and interview final candidates.

10. Conduct background on final candidates (may include, but not limited to TRW, Criminal Background and Reference and Credential verifications). 11. Negotiate compensation package with final candidates if requested. Proposal Format and Content: Proposals should be concise and limited to information requested. Each proposal shall include the following information: 1. Qualifications: Provide resumes of the key personnel to be assigned to the project and list the executive position recruitment processes that they have coordinated within the last three years. 2. Work Plan: Provide a brief description of the work plan proposed to carry out the tasks outlined in the Scope of Work. 3. Costs: Submit a cost proposal including a proposed amount for each task and the overall cost to complete the entire scope of work. Proposals must include a list of proposed personnel who will work on the project, allocations of time each person will work on the project and the corresponding hourly rates. Cost proposals must include all costs that will be incurred including projected reimbursable costs for travel, supplies, and other related costs. It should be noted that if the cost is a not-to-exceed amount or flat lump sum fee. 4. Schedule: Provide a schedule outlining key milestones related to the scope of work and estimated date of completion. 5. Additional services (optional): Include any related and recommended services not specified in this RFP which may be considered essential or beneficial by the firm. These services should be priced separately. 6. References: Provide five professional references including name and daytime contact information. California governmental agencies are preferred. Selection Process: The selection will be made based upon the following criteria: Experience and Qualifications Ability of proposed approach to meet the needs of the District Cost effectiveness Proposers may be invited for interviews or to make oral presentations to the Board of Trustees.

Time Schedule: The District anticipates using the following time schedule, which should result in the selection of a firm by August 21, 2015: June 18, 2015 June 19, 2015 July 20, 2015 July 21 August 19, 2015 August 20, 2015 August 21, 2015 RFP Agenda Report to Board of Trustees Mail RFP's to Potential Bidders Written Proposals due by 4:30 p.m. Evaluation of Proposals and Selection of a Firm Agenda Report Awarding Contract to Board of Trustees Notification of Bidders Special Terms and Conditions: Clarification and Addenda Each vendor shall examine all RFP documents and shall judge all matters relating to the adequacy and accuracy of such documents. Any inquiries, suggestions, or requests concerning interpretation, clarification or additional information pertaining to the RFP shall be made in writing to the District Office at 13001 Garden Grove Blvd., Garden Grove, CA 92843 or via email to tpett@ocvcd.org. The District shall not be responsible for oral interpretations given by any District employee, representative, or others. The issuance of a written addendum is the only official method whereby interpretation, clarification or additional information can be given. If any addenda are issued to the RFP, the District will attempt to notify all prospective vendors who have secured same. However, it shall be the responsibility of each vendor, prior to submitting the competitive bid, to contact the District office at 714-971-2421 to determine if addenda were issued and to make such addenda a part of the competitive proposal. Vendors are encouraged to send contact information via email to Tawnia Pett at tpett@ocvcd.org so that notification regarding any addenda may be communicated. Proposal Preparation Expenses Each vendor preparing a response to the RFP shall bear all expenses associated with its preparation and no claims for reimbursement shall be submitted to the District for the expense of proposal preparation or presentation. Legal Name Proposals shall clearly indicate the vendor s legal name, address and phone number and shall indicate whether the vendor is a corporation, general partnership, individual or other business entity. In addition, the proposal must include the name, phone number and email address of the person to whom correspondence should be directed. Proposals shall be signed above the typed or printed name and title of the signor. The signer must have the authority to bind the vendor to the submitted competitive proposal.

Errors and Omissions Once a proposal is submitted, the District shall not accept any request by any vendor to correct errors or omissions in any calculations or competitive proposal price submitted. Professional Services Agreement The selected vendor will be required to sign a Professional Services Agreement with the District (Attachment A). Insurance Requirements The successful vendor shall submit appropriate evidence of required insurance coverage prior to finalizing the contract and commencing work. The District s standard contract terms and conditions are provided in the attached draft Professional Services Agreement (Attachment A). Payment The selected vendor will be paid in accordance with negotiated payment terms plus other District contract terms and conditions as set forth in Attachment A. Rights and Privileges Rights and privileges granted by the District shall not be assigned or transferred in any manner whatsoever without written approval of the District Manager or authorized authority. At all times during the term of the contract the Contractor shall act as an independent contractor and at no time shall the Contractor be considered an agent or partner of the District. The Contractor shall obtain and pay for all permits, licenses, Federal, State and Local taxes chargeable to its operation. Lobbying Prohibited Proposers are not to contact or lobby any District personnel, agent or elected official related or involved with this Request for Proposals. All oral or written inquiries are to be directed to the Executive Secretary/Clerk of the Board as instructed herein. Any violation of this condition may result in rejection and/or disqualification of the Proposer. Proposal Validity Proposals submitted hereunder shall be firm for 90 calendar days from the due date unless otherwise qualified. Confidential and Proprietary Data All materials received relative to this RFP will be kept confidential, until such time an award is made or the RFP is canceled, at which time all materials received will be made available to the public. Proposals received will be subject to Government Code 6250, the Public Information Act. Proposers should mark information they consider proprietary or confidential in the event it is exempt from the requirements of the Act. Commitments, Warranty and Representations The proposal submitted in response to this RFP will be included as part of the final contract. Proposers are cautioned that if a contract is awarded as a result of this procurement process, any written commitment by a Proposer within the scope of this procurement shall be binding upon

the Proposer whether or not incorporated into a contract document. Failure of the Proposer/contractor to fulfill any such commitment shall render the Proposer liable for liquidated or other damages due the District under the terms of the Contract. For the purpose of this procurement, a commitment by a Proposer includes: Any modification of, or affirmation or representation as to the above, which is made by a Proposer in or during the course of negotiation. Any representation by an Proposer in a proposal, supporting document, or negotiations subsequent thereto as to services to be performed, regardless of the fact that the duration of such commitment may exceed the duration of the contract.

EXHIBIT A AGREEMENT FOR CONSULTANT SERVICES This Agreement ( AGREEMENT ) is made and effective as of,, between the Orange County Mosquito and Vector Control District, an Independent Special District ( DISTRICT ), and, a ( CONSULTANT ). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows: Recitals WHEREAS, the DISTRICT has sought by issuance of a Request for Proposals the performance of services relating to Executive Recruiting Services to manage the recruitment and selection for the position of District Manager; and WHEREAS, following submission of a proposal CONSULTANT was found to have the experience and qualifications that best meet the needs of the District in its search for a new District Manager; and WHEREAS, the DISTRICT wishes to enter into a professional services contract with CONSULTANT to perform those services. NOW, THEREFORE, the parties hereto agree as follows: 1. TERM This AGREEMENT shall commence on,, and shall remain and continue in effect until tasks described herein are completed unless sooner terminated pursuant to the provisions of this AGREEMENT. Notwithstanding the above, Section 9 of this Agreement shall survive the term of this Agreement. 2. SERVICES CONSULTANT shall perform the tasks described and set forth, attached hereto and incorporated herein as though set forth in full. CONSULTANT shall complete the tasks according to the schedule of performance which is also set forth in Exhibit A. 3. PERFORMANCE CONSULTANT shall, at all times, faithfully, competently, and to the best of his/her/its ability, experience, and talent perform all tasks described herein. CONSULTANT shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing similar services as are required of CONSULTANT hereunder in meeting its obligations under this AGREEMENT. CONSULTANT shall warrant that all services provided and equipment installed shall perform in a workmanlike manner and be fit for its particular purpose.

4. DISTRICT MANAGEMENT The District Manager shall represent DISTRICT in all matters pertaining to the administration of this AGREEMENT, including review and approval of all products submitted by CONSULTANT. Notwithstanding the foregoing, the District Manager s authority to enlarge the tasks to be performed or change CONSULTANT s compensation is subject to Section 5 hereof. 5. PAYMENT (a) DISTRICT agrees to pay CONSULTANT in accordance with, attached hereto and incorporated herein by reference. This amount shall not exceed Dollars ($. ) for the total term of this AGREEMENT unless additional payment is approved as provided in this AGREEMENT. Said sum includes travel and other costs. (b) CONSULTANT shall not be compensated for any services rendered in connection with its performance of this AGREEMENT that are in addition to those set forth herein, unless such additional services are requested in a written change order and are approved in advance and in writing by DISTRICT. The written change order requirement cannot be waived. CONSULTANT shall be compensated for any additional services in the amounts and in the manner as agreed to by DISTRICT and CONSULTANT at the time DISTRICT s written authorization is given to CONSULTANT for the performance of said services. (c) CONSULTANT will submit invoices for recurring work on a monthly basis. Specific project work will be invoiced upon task completion unless otherwise agreed. Payment shall be made within thirty (30) days of receipt of each invoice as to all non-disputed fees. If DISTRICT disputes any of CONSULTANT s fees, DISTRICT shall give written notice to CONSULTANT within thirty (30) days of receipt of an invoice of any disputed fees contained in the invoice. 6. SUSPENSION OR TERMINATION OF AGREEMENT WITHOUT CAUSE (a) The DISTRICT may, at any time, for any reason, with or without cause, suspend or terminate this AGREEMENT, or any portion hereof, by serving upon the CONSULTANT written notice. Upon receipt of said notice, the CONSULTANT shall immediately cease all work under this AGREEMENT, unless the notice provides otherwise. If the DISTRICT suspends or terminates a portion of this AGREEMENT, such suspension or termination shall not make void or invalidate the remainder of this AGREEMENT. (b) In the event this AGREEMENT is terminated pursuant to this Section, the DISTRICT shall pay to CONSULTANT the actual value of the work performed up to the time of termination, provided that the work performed is of value to the DISTRICT. CONSULTANT shall immediately turn over all work-product to DISTRICT in a readily usable form. Upon termination of the AGREEMENT pursuant to this Section, the CONSULTANT will submit an invoice to the DISTRICT pursuant to Section 5.

7. DEFAULT OF CONSULTANT (a) The CONSULTANT s failure to comply with the provisions of this AGREEMENT shall constitute a default. In the event that CONSULTANT is in default for cause under the terms of this AGREEMENT, DISTRICT shall have no obligation or duty to continue compensating CONSULTANT for any work performed after the date of default and can terminate this AGREEMENT immediately by written notice to the CONSULTANT. If such failure by the CONSULTANT to make progress in the performance of work hereunder arises out of causes beyond the CONSULTANT s control, and without fault of negligence of the CONSULTANT, it shall not be considered a default. (b) As an alternative to the procedure for immediate termination for default set forth in subparagraph (a), if the District Manager or his/her delegate determines that the CONSULTANT is in default in the performance of any of the terms or conditions of this AGREEMENT, he/she may in his/her discretion cause to be served upon the CONSULTANT a written notice of the default and demand to cure. The CONSULTANT shall have ten (10) days after service upon it of said notice 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 DISTRICT 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. 8. OWNERSHIP OF DOCUMENTS (a) Upon completion, termination, or suspension of this AGREEMENT, all work product reduced to any medium and other documents prepared in the course of providing the services to be performed pursuant to this AGREEMENT shall become the sole property of the DISTRICT and may be used, reused, or otherwise disposed of by the DISTRICT without the permission of the CONSULTANT. With respect to computer files, CONSULTANT shall make available to the DISTRICT, at the CONSULTANT s office and upon reasonable written request by the DISTRICT, the necessary computer software and hardware for purposes of accessing, compiling, transferring, and printing computer files. Said software and hardware shall be made available to DISTRICT at CONSULTANT s cost. 9. INDEMNIFICATION (a) Indemnification for Professional Liability. When the law establishes a professional standard of care for CONSULTANT s services, to the fullest extent permitted by law, CONSULTANT shall indemnify, protect, defend, and hold harmless DISTRICT and any and all of its officials, employees, and agents from and against any and all losses, liabilities, damages, costs, and expenses, including attorney s fees and costs to the extent the same arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT, its officers, agents, employees, or subconsultants (or any entity or individual that CONSULTANT shall bear the legal liability thereof) in the performance of professional services under this AGREEMENT.

(b) Indemnification for Other than Professional Liability. Other than in the performance of professional services and to the fullest extent permitted by law, CONSULTANT shall indemnify, defend, and hold harmless DISTRICT and any and all of its employees, officials, and agents from and against any liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses, or costs of any kind, whether actual, alleged, or threatened, including attorney s fees and costs, court costs, interest, defense costs, and expert witness fees), where the same arise out of, pertain to, relate to, are a consequence of, or are attributable to, 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, agent, employees, or subconsultants of CONSULTANT. 10. INSURANCE (a) CONSULTANT shall maintain prior to the beginning of and for the duration of this AGREEMENT insurance coverage as specified below. 1. General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 2. Automobile Liability: $1,000,000 per accident for bodily injury and property damage. 3. Errors and Omissions Liability: The policy limit shall be no less than $1,000,000 per claim and in the aggregate. The policy must pay on behalf of the insured and must include a provision establishing the insurer s duty to defend. The policy retroactive date shall be on or before the effective date of this agreement. Insurance shall continue to be effective to cover all claims made within three (3) years of the completion of the work in the Agreement. (b) Acceptability of Insurers. Insurance is to be placed with insurers authorized and admitted to do business in California and with a current A.M. Best's rating of A or better and a financial size of VII or greater, unless otherwise acceptable to the District. (c) CONSULTANT shall immediately furnish to DISTRICT certificates of insurance or endorsements, satisfactory to DISTRICT, evidencing the insurance coverage above required prior to the commencement of performance of services hereunder. These certificates or endorsements shall provide that such insurance is the minimum, is in no way limited by any provision herein, and allows for the application of all coverage available to the additional insureds. 11. INDEPENDENT CONSULTANT (a) CONSULTANT is and shall at all times remain as to the DISTRICT a wholly independent consultant. The personnel performing the services under this AGREEMENT on behalf of CONSULTANT shall at all times be under CONSULTANT s exclusive direction and

control. Neither DISTRICT nor any of its officers, employees, or agents shall have control over the conduct of CONSULTANT or any of CONSULTANT s officers, employees, or agents, except as set forth in this AGREEMENT. CONSULTANT shall not at any time or in any manner represent that it or any of its officers, employees, or agents are in any manner officers, employees, or agents of the DISTRICT. CONSULTANT shall not incur or have the power to incur any debt, obligation, or liability whatsoever against DISTRICT or bind DISTRICT in any manner. (b) No employee benefits shall be available to CONSULTANT in connection with the performance of this AGREEMENT. Except for the fees paid to CONSULTANT as provided in the AGREEMENT, DISTRICT shall not pay salaries, wages, or other compensation to CONSULTANT for performing services hereunder for DISTRICT. DISTRICT shall not be liable for compensation or indemnification to CONSULTANT for injury or sickness arising out of performing services hereunder. 12. LEGAL RESPONSIBILITIES The 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. The DISTRICT and its officers and employees shall not be liable at law or in equity occasioned by failure of the CONSULTANT to comply with this Section. 13. UNDUE INFLUENCE CONSULTANT declares and warrants that no undue influence or pressure has been used against or in concert with any officer or employee of the DISTRICT in connection with the award, terms, or implementation of this AGREEMENT, including any method of coercion, confidential financial arrangement, or financial inducement. No officer or employee of the DISTRICT will receive compensation, directly or indirectly, from CONSULTANT or from any officer, employee, or agent of CONSULTANT in connection with the award of this AGREEMENT or any work to be conducted as a result of this AGREEMENT. Violation of this Section shall be a material breach of this AGREEMENT entitling the DISTRICT to any and all remedies at law or in equity. 14. NO BENEFIT TO ARISE TO LOCAL EMPLOYEES No member, officer, or employee of DISTRICT, or their designees or agents, and no public official who exercises authority over or has responsibilities with respect to the project during his/her tenure or for one year thereafter shall have any interest, direct or indirect, in any agreement or sub-agreement, or the proceeds thereof, for work to be performed in connection with the project performed under this AGREEMENT. 15. RELEASE OF INFORMATION / CONFLICTS OF INTEREST (a) All information gained by CONSULTANT in the performance of this AGREEMENT shall be considered confidential and shall not be released by CONSULTANT without DISTRICT s prior written authorization. CONSULTANT and its officers, employees, agents, or subconsultants shall not, without written authorization from the District Manager or unless requested by the

District Counsel, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories, or other information concerning the work performed under this AGREEMENT or relating to any project or property located within the DISTRICT. Response to a subpoena or court order shall not be considered "voluntary" provided CONSULTANT gives DISTRICT notice of such court order or subpoena. (b) CONSULTANT shall promptly notify DISTRICT should CONSULTANT or its officers, employees, agents, or subconsultants be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, requests for admissions, or other discovery request, court order, or subpoena from any person or party regarding this AGREEMENT or the work performed thereunder or with respect to any project or property located within the DISTRICT. DISTRICT retains the right, but has no obligation, to represent CONSULTANT and/or be present at any deposition, hearing, or similar proceeding. CONSULTANT agrees to cooperate fully with DISTRICT and to provide the opportunity to review any response to discovery requests provided by CONSULTANT. However, DISTRICT s right to review any such response does not imply or mean that DISTRICT has a right to control, direct, or rewrite said response. (c) CONSULTANT covenants that neither he/she/it nor any officer or principal of their firm have any interest in, or shall acquire any interest, directly or indirectly, which will conflict in any manner or degree with the performance of their services hereunder. CONSULTANT further covenants that in the performance of this AGREEMENT, no person having such interest shall be employed by it/them as an officer, employee, agent, or subconsultant. CONSULTANT further covenants that CONSULTANT has not contracted with nor is performing any services, directly or indirectly, with any developer(s) and/or property owner(s) and/or firm(s) and/or partnership(s) owning property in the DISTRICT or the study area and further covenants and agrees that CONSULTANT and/or its subconsultants shall provide no service or enter into any agreement or agreements with a/any developer(s) and/or property owner(s) and/or firm(s) and/or partnership(s) owning property in the DISTRICT or the study area prior to the completion of the work under this AGREEMENT. 16. NOTICES Any notices which either party may desire to give to the other party under this AGREEMENT must be in writing and may be given by: (i) personal service, (ii) delivery by a reputable document delivery service, such as, but not limited to, Federal Express, which provides a receipt showing date and time of delivery, or (iii) mailing in the United States Mail, certified mail, postage prepaid, return receipt requested, addressed to the address of the party as set forth below or at any other address as that party may later designate by notice: To DISTRICT: Orange County Mosquito and Vector Control District 13001 Garden Grove Boulevard Garden Grove, California 92843-2102 To CONSULTANT:

17. ASSIGNMENT The CONSULTANT shall not assign the performance of this AGREEMENT, nor any part thereof, nor any monies due hereunder, without prior written consent of the DISTRICT. Because of the personal nature of the services to be rendered pursuant to this AGREEMENT, only shall perform the services described in this AGREEMENT. may use assistants, under his/her direct supervision, to perform some of the services under this AGREEMENT; however, all client contact and interaction regarding professional services shall be provided by. CONSULTANT shall provide DISTRICT fourteen (14) days notice prior to the departure of from CONSULTANT s employ. Should he/she leave CONSULTANT s employ, the DISTRICT shall have the option to immediately terminate this AGREEMENT within three (3) days of the close of said notice period. Upon termination of this AGREEMENT, CONSULTANT s sole compensation shall be payment for actual services performed up to, and including, the date of termination or as may be otherwise agreed to in writing between the Board of Trustees and CONSULTANT. 18. LICENSES At all times during the term of this AGREEMENT, CONSULTANT shall have in full force and effect all licenses required of it by law for the performance of the services described in this AGREEMENT. 19. GOVERNING LAW DISTRICT and CONSULTANT understand and agree that the laws of the State of California shall govern the rights, obligations, duties, and liabilities of the parties to this AGREEMENT and also govern the interpretation of this AGREEMENT. Any litigation concerning this AGREEMENT shall take place in the superior or federal district court with jurisdiction over the DISTRICT. 20. ENTIRE AGREEMENT This AGREEMENT contains the entire understanding between the parties relating to the obligations of the parties described in this AGREEMENT. All prior or contemporaneous agreements, understandings, representations, and statements, oral or written, are merged into this AGREEMENT and shall be of no further force or effect. Each party is entering into this AGREEMENT based solely upon the representations set forth herein and upon each party's own independent investigation of any and all facts such party deems material. 21. CONTENTS OF REQUEST FOR PROPOSAL AND PROPOSAL CONSULTANT is bound by the contents of its proposal, hereto and incorporated herein by this reference. In the event of conflict, the requirements of DISTRICT s Request for Proposals

and this AGREEMENT shall take precedence over those contained in the CONSULTANT s proposals. 22. MODIFICATION No modification to this AGREEMENT shall be effective unless it is in writing and signed by authorized representatives of the parties hereto. This written modification requirement cannot be waived. 21. AUTHORITY TO EXECUTE THIS AGREEMENT The person or persons executing this AGREEMENT on behalf of CONSULTANT warrant(s) and represent(s) that he/she/they has/have the authority to execute this AGREEMENT on behalf of the CONSULTANT and has/have the authority to bind CONSULTANT to the performance of its obligations hereunder. IN WITNESS WHEREOF, the parties hereto have caused this AGREEMENT to be executed this day and year first above written. ORANGE COUNTY MOSQUITO AND VECTOR CONTROL DISTRICT CONSULTANT Michael Hearst, District Manager NAME, TITLE APPROVED AS TO FORM: Alan R. Burns, District Counsel