Signal Hill City Council
February 14, 2023

55728.00300\33359615.1

1 NOTICE INVITING

PROPOSALS

CITY OF SIGNAL HILL

NOTICE INVITING PROPOSALS

A COMPREHENSIVE FEE STUDY, DEVELOPMENT IMPACT

FEES AND COST ALLOCATION PLAN STUDY
The City of Signal Hill (“City”) will receive electronic proposals only for qualified consultants to provide a comprehensive fee study, development impact fee study and a cost allocation plan study, no later than 4:30 PM on Friday, March 31, 2023. Proposals shall be valid for 180 calendar days after the submission deadline.

The project scope of work to develop a Comprehensive Fee Schedule, Development Impact Fees, and Cost Allocation Plan. In 2018, the City worked with a consultant to develop a Comprehensive Fee Study and a Cost Allocation Plan. The City would like to review all existing fees. All City fees have been updated annually based on the CPI.

The City has not undertaken a Development Impact Fee review study; or the current City staff is not aware of a previous study. The Study would be used to assess the current and a variety of development impact fees on new development to assist in mitigating City-wide impacts on public improvements, public services, and community amenities. The City’s impact fee program must comply with all relevant sections of the Government Code.

Proposals must be submitted in accordance with the City’s RFP, which is available to registered vendors through the City’s electronic bid management system, PlanetBids. The RFP can be found using the link below.
https://pbsystem.planetbids.com/portal/36746/bo/bo-detail/101784 Interested bidders may participate by selecting “Bid Opportunities” on the home page. The Contract Documents may be downloaded at no charge. Contract Documents will not be available for sale at City Hall. Proposals must be submitted in electronic format through the City’s electronic bid management system. The electronic bid management system will not accept late proposals.

Electronic modifications to or withdrawal of proposals may be made by the Respondent prior to the proposal closing deadline.

A contract shall be awarded, if at all, to the qualified consultant(s) whose competitive proposals are responsive to this RFP and are in the best interest of the City as determined by the City, a determination to be made solely by the City upon criteria as determined and weighed by the City.

The decision of the City shall be final. In its discretion, the City may reject any proposal, abandon the purchase, or re-advertise. The City reserves the right to accept or reject any or all proposals and to waive any informality or irregularity in any proposal received by the City.

For further information, contact Sharon del Rosario at [email protected] or at 562- 989-7319.

END OF NOTICE INVITING PROPOSALS

2 REQUEST FOR PROPOSALS

CITY OF SIGNAL HILL

REQUEST FOR PROPOSALS

1. INTRODUCTION

1.1 About the City
The City of Signal Hill (“City”) is located in Los Angeles County, California, in the area commonly referred to Signal Hill with a population of approximately 11,800. The City of Signal Hill covers 2.2 square miles, surrounded by the City of Long Beach. The City was incorporated in 1924, a few years after the discovery of oil and is a Charter city. The City of Signal Hill's fiscal year begins on July 1 and ends on June 30.

The City was incorporated in 1924, operates under the Council/Manager form of government and is considered a contract city. The five members of the City Council are elected at-large. They serve staggered four-year terms, with the Mayor being selected annually from among the Council Members. The Council meets on the second and fourth Tuesdays of each month.

City Hall is located at 2175 Cherry Avenue Signal Hill, CA 90755. The telephone number is 562- 989-7300. The City website address is http://www.cityofsignalhill.org.

The City currently has approximately 124 full time equivalent employees and provides a full range of services, including police and public safety, street maintenance, park maintenance, public improvements, planning and zoning, water utilities, recreational activities, community programming, and library services. In addition, there are the standard internal support services such as payroll, accounts payable, human resources, risk management, budget and financial reporting, and general accounting.

The City is the successor agency to the Signal Hill Redevelopment Agency. The agency was formed for the purpose of preparing and carrying out plans for the improvement, rehabilitation and redevelopment of blighted areas within the City. There are two remaining properties to be sold from the redevelopment agency.

1.2 Project Description
It is the intent of the City of Signal Hill (“City”) to receive proposals from qualified consultants to identify and select a vendor with a proven record of accomplishment in developing Comprehensive Fee Schedules, Development Impact Fees, and Cost Allocation Plans. In 2018, the City worked with a consultant to develop a Comprehensive Fee Study and a Cost Allocation Plan. The City would like to review all existing fees. All City fees have been updated annually based on the CPI. The City will select and negotiate with the qualified consultant(s) whose competitive proposals are responsive to this RFP and are in the best interest of the City. Any competitive proposal submitted in response to this RFP must provide sufficient detail and information to complete an evaluation of its merits. The instructions contained herein must be followed in order for competitive proposals to be considered responsive to this RFP. The City reserves the right to reject any or all proposals.

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The City has not undertaken a Development Impact Fee review study; or the current City staff is not aware of a previous study. The Study would be used to assess the current and a variety of development impact fees on new development to assist in mitigating City-wide impacts on public improvements, public services, and community amenities. The City’s impact fee program must comply with all relevant sections of the Government Code.

The successful Respondent will be required to enter into an Agreement (incorporated herein as Attachment 3) which will include the requirements of this RFP as well as other requirements. By submitting a Proposal, the Respondent agrees to all of the terms of the RFP and Agreement except for those the Proposal specifically states an exception to. The City reserves the right to reject any proposal(s) exceptions or changes to the Agreement or RFP.

2. PROPOSAL SCHEDULE
The schedule is as follows:
1 RFP Release Wednesday, March 1, 2023
2 Deadline for Questions via PlanetBids Wednesday, March 15, 2023 at 4:30pm 3 City Issues Response to Questions via PlanetBids Friday, March 24, 2023 4 Deadline for Submitting Electronic Proposal via PlanetBids Friday, March 31, 2023 at 4:30pm 5 Virtual Interviews of Top Rated Consultants – City’s option Week of April 10, 2023 6 Anticipated Final Selection* Week of April 17, 2023 or earlier 7 Council Award Date Tuesday, April 25 or May 9, 2023
8 Estimated Start Date June 1, 2023
*The City expects, but does not guarantee, that the contract award will be made by the City Manager or City Council on the date indicated above.

3. REQUESTS FOR CLARIFICATIONS
All questions, requests for interpretations or clarifications, either administrative or technical must be requested in writing and submitted through the City’s bid management system by selecting the Q&A Tab. Questions sent directly to City Staff will not be addressed and you will be directed to submit your question(s) online. Oral statements regarding this RFP by any persons should be considered unverified information unless confirmed in writing. To ensure a response, questions must be received in writing by 4:30 PM local time on the date identified in the Proposal Schedule.

All registered vendors will be notified by e-mail when an addendum is posted. City will not be responsible for any explanations or interpretations provided in any other manner. No person is authorized to make any oral interpretation of any provision in the Contract Documents to any Respondent, and no Respondent should rely on any such oral interpretation.

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4. SCOPE OF REQUIRED SERVICES
A detailed Scope of Services is attached hereto as Attachment "1". The Respondent will be expected to fulfill, at a minimum, the services and technical requirements described in the attached Scope of Services. Upon final selection, the Scope of Services may be modified and refined during negotiations with the City.

5. PROPOSAL REQUIREMENTS

5.1 General Instructions
 Proposals should provide a straightforward, concise description of the vendor’s company, qualifications, proposed solution, and capabilities to satisfy the requirements of this RFP.

Emphasis should be on completeness and clarity of content.  Proposals should be organized consistent with the outline provided in this section of the RFP. Vendors must follow all formats and address all portions of the RFP set forth herein providing all information requested.
 Submittals must be received no later than 4:30 pm, Friday, March 31, 2023. Proposals received after this date and time will not be considered.

5.2 Proposal Format
 Proposals must be structured, presented, and labeled in the following manner:
 Transmittal Letter
 Table of Contents
 Executive Summary
 Company Information
 Company Background
 Statement of Qualifications
 Implementation and Development Approach
 Training
 Ongoing Support
 References

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 Pricing for each study or any discounts associated with conducting all three studies/plans.

All pricing must be placed in a sealed envelope.
 Proposed Legal Agreement(s)
 Additional Information
Failure to follow the specified format, to label the responses correctly, or to address all the subsections may result in the rejection of the Proposal.

5.3 Transmittal Letter
The proposal must provide a written transmittal of the proposal in the form of a standard business letter. The Transmittal Letter will reference and respond to each of the following bulleted items.
 Signature of a company officer empowered to bind the vendor to the provisions of this RFP and any contract awarded pursuant to it.
 A high-level statement of the vendor’s credentials to deliver the services sought under the RFP.
 A statement indicating the proposal remains valid for at least 90 days.  A statement that the vendor or any individual who will perform work for the vendor is free of any conflict of interest (e.g., employment by the City.)

5.4 Table of Contents
All pages are to be numbered and the table of contents should identify each major section.

5.5 Executive Summary
This section of the proposal should provide a concise synopsis of vendor’s proposal and credentials to deliver the services sought under the RFP. In addition, it should explain how the vendor’s proposal will differentiate itself from other consultant solutions and the reasons the City should select the vendor’s proposal. This may include a list of the unique attributes or experience that gives the vendor a competitive edge.

5.6 Company Information
This section of the proposal must include the following company information:
 Provide the legal entity name, Federal Employer Identification Number (EIN), and form of business (i.e. Corporation, LLC, etc.).
 Identify if the vendor is a subsidiary of a larger company. If so, whom?  Provide a primary contact name, address, phone number, and email address.  Identify the location of company headquarters and offices, which will support the implementation.

6 REQUEST FOR PROPOSALS
 Identify the location, hours of operation, and contact information of ongoing maintenance and support staff.
 Provide the current number of employees at the company.  Provide the current number of employees dedicated to the solution you are proposing.  Identify all subcontractors and associated scope of work.  List the company’s Pacific Grove business license number, or statement of understanding that a business license must be purchased prior to doing business with City.  Identify any pending litigation against the vendor.
 Identify if vendor has filed any bankruptcy or insolvency processing in the last 10 years.  Identify any mergers, acquisitions, or sales of the vendor company within the last five years (if so, an explanation providing relevant details).

5.7 Company Background
This section should identify the following:
 A description of the Vendor’s background, nature of business and organizational history.  A statement of how long the Vendor has been providing the services that are being proposed and required by this RFP.
 Disclose the Vendor’s annual company revenues and profit for the last three company fiscal years. It is acceptable to include this information as an appendix in the proposal.

5.8 Company Qualifications
In this section of proposal, the Vendor should identify company and staff qualifications and experience in implementing the proposed studies or plans. More specifically, this section should identify the following:
 Describe your experience in providing comprehensive fee studies, development impact fee studies, and cost allocation plans; especially for municipalities similar in size to Pacific Grove.
 Identify some examples of your existing client base including the number of clients you provided the services being proposed here.

5.9 Key Staffing, Development, and Implementation Approach In this section the vendor should address the following:
 Provide a project organization chart highlighting the key staff who will be assigned to accomplish the work and any related bios for the project manager and key personnel

7 REQUEST FOR PROPOSALS
 Describe your implementation methodology and approach that is relevant to one or all studies. This includes the tools and techniques that will be used and methodologies that the firm will employ.
 Outline strategies and options that will result in the development and recommendations that are practical to the City of Pacific Grove, meaning that the recommendations must not exceed the City’s ability to implement and properly utilize them.  Describe the roles and responsibilities of both the City and vendor staff during each phase of implementation. In addition, provide an estimated level of effort and skillset required for the City staff during implementation.
 Provide a project schedule that includes all tasks, deliverables, milestones, and resources required. The City seeks a detailed understanding of the work plan that will be followed to ensure success.
 Please also indicate any lead time that is needed before a company representative can begin working on the study.
 Describe your validation process for ensuring all information is accurate and your criteria for success. Also, outline the responsibilities of City staff during the final validation and acceptance process.

5.10 Training
 Provide an overview of any training that would be needed to understand the methodology related to the studies. The goal would be to allow City staff to understand the how any fees or allocations were derived.
 If applicable, describe your training strategy/plan that includes current and future employees of City in any updates to the underlying calculations with the plans or studies during periods when formal studies are not conducted.

5.11 Ongoing Support
Please provide an overview of any support that you firm will offer in relation to follow-up questions regarding the completed studies.

5.12 References
The vendor must provide at least five references. At least three of the references should be for comprehensive fee studies, development impact fees, and cost allocation plans in the last three years. The City prefers references from local government agencies with similar demographics. For each reference, vendor should provide the following information:
 Entity name
 Customer contact information (name, title, phone, and email)  Scope of work performed identifying the services provided and solutions implemented

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 Project start and end dates

5.13 Pricing
The City is seeking a clear and comprehensive understanding of all costs associated with the project. This would include development of the studies, on-going training, and travel. The City may entertain remote meetings, however an on-site presentation may be required by the City Council.

All pricing shall be submitted in a separate sealed envelope.

Each individual study or plan shall be priced separately, along with any discounts identified if the City moves forward with all three studies.

5.14 Proposed Legal Agreement
It is recognized that the formal basis of any agreement between the City and the vendor is a contract rather than a proposal. The City’s standard contract is included as Attachment 3.

While the City does not typically modify the contract terms, the Vendor may include a draft of any proposed modifications to the City’s standard contract. If the Vendor requires an alternate contract, that information must be included with the RFP response.

The proposed legal agreement(s) may serve as the basis for contract negotiations between the City and the selected vendor(s) or the City may elect to use its own agreement as the basis.

5.15 Additional Information
In this section, the vendors are required to provide the following materials:
 Example of a development impact fee study for similar City  Any training material for on-going support. The City is typically planning to update all studies on five-year intervals; however this could be subject to change.  If the company offers a complimentary service to enhance the requested studies, please include any informational material, as well as the costs. Please note that these documents are not required for this proposal; however it is requested for potential consideration and future studies.

6. SUBMITTAL INSTRUCTIONS
Proposals must be submitted in electronic format through the City’s electronic bid management system no later than 4:30 pm, Friday, March 31, 2023 on the date indicated in Section 2. The City’s electronic bid management system, PlanetBids, can be accessed at http://www.cityofsignalhill.org/ by selecting “Bids and Proposals” on the home page. Proposals submitted in any other way (e.g., email, oral, telephonic, facsimile) will not be considered.

Electronic modifications to or withdrawal of proposals may be made by the Respondent prior to the proposal closing deadline.

9 REQUEST FOR PROPOSALS
The Respondent must attach pdf files to the electronic proposal submission containing its Proposal and all of the required forms completed and signed. The Respondent must enter the price of its Proposal in the electronic bid form.

It is the sole responsibility of each Respondent to see that its Proposal is properly submitted to PlanetBids in the proper form and prior to the stated closing time. THE ELECTRONIC BID MANAGEMENT SYSTEM WILL NOT ACCEPT LATE PROPOSALS. The City will only consider Proposals that have transmitted successfully and have been issued a confirmation number with a time stamp from PlanetBids indicating that the Proposal was submitted successfully.

Respondents experiencing any technical difficulties with the proposal submission process may contact PlanetBid’s system support at 818-992-1771. If you continue to have difficulty, call the City’s Finance Department at 562-989-7319. Neither the City, nor the City’s bid management system, make any guarantee as to the timely availability of assistance, or assurance that any given problem will be resolved by the proposal submission date and/or time.

7. EVALUATION AND AWARD

7.1 Evaluation Criteria
After the proposals are received, the City shall review and evaluate them for responsiveness to the RFP in order to determine whether the proposer possesses the qualifications necessary for the satisfactory performance of the services required. The City may also investigate qualifications of all proposers to whom the award is contemplated, and the City may request clarifications of proposals directly from one or more proposers.

In reviewing the proposals, the City will consider the following:
 The qualifications (including education, training, licenses, experience and past performance) of the proposer and its agents, employees and sub-consultants in completing projects of a similar type, size and complexity.  The feasibility of the proposal based upon the methodology of the proposed scope of services to meet the City’s needs, the quality of services proposed, and the reasonableness of the total project costs and of the proposed time period over which the work will be completed.
 Understanding of the work to be completed based upon the clarity of the proposal and responsiveness to this RFP.
 Quality, clarity, completeness, and responsiveness of proposal.  Demonstrated ability to work in a cooperative and collaborative manner with clients.  Proposed timeline.
 Anticipated value and price.
 Perceived risk or lack of risk

10 REQUEST FOR PROPOSALS
 Company financial stability.
 References for each of the primary product(s) and service(s) proposed  Reasonableness of any proposed adjustments to the City’s contracts)  Ability to negotiate and execute a contract in a timely manner.

The City reserves the right, at its sole discretion, to request clarifications of proposals or to conduct discussions for the purpose of clarification with any or all vendors. The purpose of any such discussions shall be to ensure full understanding of the proposal. Discussions shall be limited to specific sections of the proposal identified by the City and, if held, shall be after initial evaluation of proposals are complete. If clarifications are made as a result of such discussion, the vendor shall put such clarifications in writing.

7.2 Respondent Virtual Presentations/Interviews
The City may, at its discretion, invite a shortlist of Respondents to participate in a panel interview to be held virtually. The City may require that Respondents prepare a presentation as part of the interview. No Respondent shall be entitled to or otherwise guaranteed an interview.

7.3 Selection, Negotiation, and Award
 During the evaluation process, the City reserves the right, where it may serve the City's best interest, to request additional information or clarifications from Respondent, or to allow corrections of errors or omissions. The contract, if awarded, shall be to the most qualified Respondent, which submits the proposal that, in the sole judgment of City, is the best interest of the City.
 Upon selection of a Respondent, the City will endeavor to negotiate a mutually agreeable agreement with the selected Respondent. In the event that the City is unable to reach agreement, the City will proceed, at its sole discretion, to negotiate with the next Respondent selected by the City. The City reserves the right to contract for Services in the manner that most benefits the City including awarding more than one (1) contract if desired.  After negotiating a proposed Agreement that is fair and reasonable, City staff will make the final recommendation to the City Manager or City Council concerning the proposed Agreement. Subject to the contract amount, the City Manager or City Council has the final authority to approve or reject the Agreement.

7.4 Protests
 Protest Contents: Protests based on the content of the RFP shall be submitted to the City no later than ten (10) calendar days prior to the scheduled proposal submittal deadline. If necessary, the proposal submittal deadline may be extended pending a resolution of the protest. Respondent may protest a contract award if the Respondent believes that the award was inconsistent with City policy or this RFP is not in compliance with law. A protest must be filed in writing with the City (email is not acceptable) within five (5) calendar days after receipt of notification of the intended contract award. Any protest submitted after 5 p.m. of the fifth calendar day after notification of the intended contract award will be rejected by

11 REQUEST FOR PROPOSALS
the City as invalid and the Respondent’s failure to timely file a protest will waive the Respondent’s right to protest the contract award. The Respondent’s protest must include supporting documentation, legal authorities in support of the grounds for the protest and the name, address and telephone number of the person representing the Respondent for purposes of the protest. Any matters not set forth in the protest shall be deemed waived.  City Review: The City will review and evaluate the basis of the protest provided the protest is filed in strict conformity with the foregoing. The City shall provide the Respondent submitting the protest with a written statement concurring with or denying the protest. Action by the City relative to the protest will be final and not subject to appeal or reconsideration. The procedure and time limits set forth in this section are mandatory and are the Respondent’s sole and exclusive remedy in the event of protest. Failure to comply with these procedures will constitute a waiver of any right to further pursue the protest, including filing a Government Code claim or legal proceedings.

8. GENERAL PROVISIONS

8.1 Amendments to RFP
The City reserves the right to amend or revise the RFP and its attachments or issue to all Respondents a Notice of Amendment to answer questions for clarification. Amendments or revisions, if any, shall be made by written addenda. All addenda issued by the City shall be included in the proposal and made part of the Contract Documents. Copies of addenda will be issued by the City through the City’s bid management system. Respondents must acknowledge receipt of all addenda through the City’s bid management system by clicking “acknowledge.” Respondents are responsible for ensuring that they have received any and all addenda. Each Respondent should contact the City to verify that it has received all addenda issued, if any, prior to the proposal opening. Failure to acknowledge receipt of all addenda may result in proposal rejection.

8.2 No Commitment to Award.

Issuance of this RFP and receipt of proposals does not commit the City to award a contract. The City expressly reserves the right to postpone the RFP process for its own convenience, to negotiate any price or provision, task order or service, to accept or reject any or all proposals received in response to this RFP, to negotiate with more than one Respondent concurrently, or to cancel all or part of this RFP. The Agreement, if any is awarded, will go to the Respondent whose proposal best meets City’s requirements.

8.3 Amendments to Proposals.

Unless specifically requested by the City, no amendment, addendum or modification will be accepted after the deadline stated herein for receiving Proposals. Respondent may modify or amend its Proposal only if the City receives the amendment prior to the deadline stated herein for receiving Proposals.

8.4 Non-Responsive Proposals.

A Proposal may be considered non-responsive if conditional, incomplete, or if it contains alterations of form, additions not called for, or other irregularities that may constitute a material change to the Proposal.

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8.5 Costs for Preparing.

The City will not compensate any Respondent for the cost of preparing any Proposal, and all materials submitted with a Proposal shall become the property of the City. The City will retain all Proposals submitted and may use any idea in a Proposal regardless of whether that Proposal is selected.

8.6 Alternative Proposals.

Only one final proposal is to be submitted by each Respondent. Multiple proposals will result in rejection of all proposals submitted by the Respondent.

8.7 Public Documents.

All Proposals and all evaluation and/or scoring sheets shall be available for public inspection at the conclusion of the selection process.

8.8 No Exceptions.

Submission of a Proposal constitutes acceptance by Respondent of the conditions contained in this RFP and the Professional Consultant Services Agreement (attached as Attachment 3), should Respondent be selected, except for those exceptions specifically identified in the Proposal.

8.9 Conflict of Interest
By submitting a Proposal, the Respondent declares and warrants that no elected or appointed official, officer or employee of the City has been or shall be compensated, directly or indirectly, in connection with the award of the Agreement or any work for the proposed project. For the term of the Agreement, no elected or appointed official, officer or employee of the City, during the term of his/her service with the City and for two (2) years following his/her termination of office or employment with the City, shall have any direct interest in the Agreement, or obtain any present, anticipated or future material benefit arising therefrom.

13 ATTACHMENT 1

SCOPE OF SERVICES
ATTACHMENT 1

SCOPE OF SERVICES
Overview of the Project:

The City of Signal Hill is interested in engaging a consultant to work with staff to prepare a Comprehensive Fee Study, Development Impact Fee Study, and a Cost Allocation Plan (Projects). The contract may be awarded for one or all of the studies. The consultant will ensure that all project documents are both accurate and appropriate for the City’s current needs, and work with City staff on strategies to maximize cost recovery. General steps for each individual Project would include:
 Work with staff to define the purpose, uses, and goals of each Study or Plan.  Meet with staff and conduct interviews to gain an understanding of the City’s practices and operations.
 Review any existing documentation related to fees or the cost allocation plan, including but not limited to the City’s various master plans and other planning documents.  Provide any suggestions or strategies to improve cost recovery levels, and recommend any new fees, if necessary.
 Offer assisting in developing fee modification strategies that incentivize local policy goals.  Develop and present draft a final report for City staff to review.  Provide staff with worksheets to support the components in the final plan in an excel or editable format, as well as any training on how to update any schedules that need to be revisited annually or until the next study.
 Produce a final written report based on specific project needs, which could include comparison with similar organizations.
 Present the information related to the User Fee Study and/or the Development Impact Fee to the City Council at a City Council Meeting. Additional specifics related to individual plans will be listed in the Performance Specifications of this document.

Desired Outcome:

The desired outcome would be to receive a report that will be used to establish fees and allocate percentages/rates that support the full cost recovery of services; and a Development Impact Fee study that assists in mitigating city-wide impacts on public improvements, public services, and community amenities. Individual Performance requirements for each study are listed below:

Performance Requirements:

A: User Fee Study: The project tasks shall include, but are not necessarily limited to, the following.

If the consultant feels that additional tasks are warranted, they must be clearly identified in the consultant’s proposal.
 Work and meet with City staff to refine the project scope, purpose, uses and goals of the City’s User Fee Study to ensure that the study will be both accurate and appropriate to the City’s needs. Review project schedule and answer any questions pertaining to the successful development of the Study.
 Conduct a comprehensive review of the City’s existing fees. For a list of City fees, see the attached “Exhibit A” Schedule of Service Fees and Charges”, which is adopted annually, and the current schedule is effective September 1, 2022. Identify the total cost of providing

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SCOPE OF SERVICES
each City service and in a manner that is consistent with all applicable laws, statutes, rules and regulations governing the collection of fees, rates and charges by public entities.  Compare service costs with existing recovery levels. This should include any service areas where the City is currently charging for services as well as areas where the City, perhaps, should charge in light of the City’s practices, or the practices of similar or neighboring cities. Include (as allowed by statutes/laws/rules/regulations) practices for deferral and/or forgiveness of fees and/or substitution of public services/facilities in lieu of fees for privately funded and City projects with public benefit. Include a comparison of current City practices and similar practices of similar or neighboring cities.  Recommend appropriate fees and charges based on your analysis together with the appropriate subsidy percentage for those fees where full cost recovery may be unrealistic (e.g. senior services). Consider the cost of pre-application and post-application meetings to mitigate project problems, assist project proponents to prepare the application, emergency response cost recovery such as inspection costs after fires and/or acts of god and how those costs can be recovered, either on a permit specific basis or as an overall percentage applied to permit fees.
 Prepare a report that identifies each service, its full cost, recommended and current cost recovery levels. The report should also identify the direct cost, the indirect cost, and the overhead cost for each service; and provide a model for adjusting these fees for the City’s current and future needs.
 Prepare a report that identifies the present scope performed under the fee, the proposed scope performed under the recommended fee, present fees, recommended fees, percentage change, cost recovery percentage, revenue impact; and fee comparison with other Los Angeles County cities or other California cities that are comparable to Signal Hill. A survey comparison of fees with similar cities is for information only.  Report on other matters that come to your attention in the course of your evaluation that in your professional opinion the City should consider.
 Present your study to the City’s management team and make necessary adjustments as requested.
 Prepare and participate in presenting the plan to interested external parties (public meetings).
 Assist the Administrative Services Department in presenting the plan to the City Council including public hearings and any required Prop 218 hearings/noticing.  Provide the City with an electronic copy of the final comprehensive study, including related schedules and cost documentation in a format that can be edited and updated by City staff to accommodate changes in the organization or changes in costs. Develop a model for adjusting fees to include the addition of hypothetical service area information for future service enhancements, and the ability to calculate the estimated costs of providing the service under consideration (Scenario and “what if” analyses).  Provide on-site training to enable staff to update fee.  Prepare a final fee study report in a single PDF file of the plan that can be made available to City staff. Any master fee schedule revisions developed shall be made available to the City electronically, providing the ability to add or delete and/or update information as needed.
 Consult with City staff should it become necessary to defend the City’s User Fees as a result of any legal or other challenge.

B: Development Impact Fee Study: The City assesses a variety of cost recovery-based fees. The consultant (or consultants) will conduct a comprehensive update of the nexus analysis for these fees and explore adding development impact fees as appropriate. The City’s fees must comply

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SCOPE OF SERVICES
with any applicable state and federal law including but not limited to the Mitigation Fee Act (California Government Code Section 66000 et seq., also known as Assembly Bill 1600). Project tasks shall include, but are not necessarily limited to, the following. If the consultant feels that additional tasks are warranted, they must be clearly identified in the consultant’s proposal.  Develop a comprehensive impact fee study in alignment with broad policies to adequately facilitate desired development within the City while supporting the City’s Capital Improvement Program.
 Conduct a comprehensive Development Impact Study in alignment with updated longrange planning policies to complement development within the City and meet policy objectives.
 The consultant (or consultants) will be responsible for preparing background reports as well as technical reports documenting the study results for each fee.  Provide an overview of development impact fees and in-lieu fees in neighboring and/or similar-sized cities as a means of comparison.
 Provide City staff with an interactive tool that will ensure predictable and intuitive fees that are easily accessible and understandable to customers interested in calculating fees on their own for a particular type of project.
 Prepare and participate in presenting the plan to interested external parties (public meetings).
 Assist the Administrative Services Department in presenting the plan to the City Council including public hearings and any required Prop 218 hearings/noticing.

C: Cost Allocation Plan: Develop a Full Cost Allocation Model for calculating the full costs of providing each city service. The requirements of the model shall allow for the following:
 Allow for Additions, revisions or removal of direct and overhead costs so that the cost allocation plan can be easily adapted to a range of activities both simple and complex.  Identify overhead rates that can be used in the calculation of billable hourly rates for user fees, and reimbursements from other governmental agencies.  Provide the ability of the City to continuously update the model and overhead cost allocation plan easily from year to year as the organization changes.  Identify hypothetical service area information for future service enhancements, and the ability to calculate the estimated cost of providing the service under consideration.  Comply with Title 2, Code of Federal Regulations, Part 225, Cost Principles for State, Local, and Indian Tribal Governments; as part of the cost allocation plan proposal, please provide the following: a) Provide a Methodology appropriate for the calculation and allocation of an overhead cost rate complying with Title 2, Code of Federal Regulations, Part 225, Cost Principles for State, Local, and Indian Tribal Governments. b) Prepare a study of each program with overhead costs that are borne in whole or in part by the General Fund that can receive overhead cost for reimbursement from State and Federal governments and/or other sources.
 Present the cost allocation plan to the City’s management group and make necessary adjustments as requested.
 Provide the City with an electronic copy of the final comprehensive review, including related schedules and cost determination in a format that can be edited and updated by City staff to accommodate changes in the organization or changes in costs.  Consult with the City staff should the need arise to defend the cost allocation plan as a result of audits or other challenges
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16 ATTACHMENT 2

REQUIRED FORMS
ATTACHMENT 2

REQUIRED FORMS
Consultants must submit satisfactory evidence to the City supporting their ability to meet the scope of work within a prompt time frame. Also, to improve consistency the proposals must conform to the following format:

1. Introduction of consulting firm, including experience and background;

2. Qualifications of personnel assigned to this project, including resumes.

3. Other information deemed appropriate by bidder. If information is project specific, list the type of project, the manager of the project, and any additional services offered;

4. Contact information for five (5) relevant public agency references, including contact name, phone number, address, brief description of services performed, and date of service;

5. Provide a task listing that shows the methodology to be used on this project; and

6. Proposed payment terms.
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17 ATTACHMENT 2

REQUIRED FORMS

SUMMARY SHEET
The Summary Sheet is accessible electronically on the City’s website at:

TBD
Firm Name:

Firm Parent or Ownership:

Firm Address:

Firm Telephone Number:

Firm Fax Number:

Number of Years in Existence:

Management Contact (person responsible for direct contact with the City of Signal Hill and services required for this Request for Proposals):

Name: Title:

Telephone Number: Fax:

Email:

Project Manager (person responsible for day-to-day servicing of the account):

Name: Title:

Telephone Number: Fax:

Email:

Type of services performed by the firm:
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18 ATTACHMENT 2

REQUIRED FORMS

CERTIFICATION OF PROPOSAL TO THE CITY OF SIGNAL HILL

1. The undersigned hereby submits its proposal and, by doing so, agrees to furnish services to the City in accordance with the Request for Proposal (RFP), dated March 1, 2023 and to be bound by the terms and conditions of the RFP.

2. This firm has carefully reviewed its proposal and understands and agrees that the City is not responsible for any errors or omissions on the part of the Respondent and that the Respondent is responsible for them.

3. It is understood and agreed that the City reserves the right to accept or reject any or all proposals and to waive any informality or irregularity in any proposal received by the City.

4. The proposal includes all of the commentary, figures and data required by the Request for Proposal, dated March 1, 2023, including any addenda issued thereafter.

5. This firm has carefully read and fully understands all of the terms and conditions of the RFP.

6. The proposal shall be valid for 180 days from the date submitted to the City.

Name of Firm: _________________________________________ By:
(Authorized Signature)
Type Name: __________________________________________
Title: ________________________________________________ Date: ________________________________________________

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ATTACHMENT 3

AGREEMENT

CITY OF SIGNAL HILL

PROFESSIONAL CONSULTANT SERVICES AGREEMENT
PARTIES AND DATE.

This Agreement is made and entered into this _____ day of ________, 20___, by and between the City of Signal Hill, a municipal corporation, organized under the laws of the State of California, with its principal place of business at 2175 Cherry Avenue, Signal Hill, CA 90755("City") and TBD- Name of Company, a TBD – Type of Business, state of incorporation, with its principal place of business at TBD - address ("Consultant"). City and Consultant are sometimes individually referred to herein as "Party" and collectively as "Parties." RECITALS.

Consultant.

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

Project.

City desires to engage Consultant to render such professional consulting services for a comprehensive fee study, comprehensive development impact fee study to support a citywide impact fee program that meets the requirements of the Mitigation Fee Act (California Government Code Section 66000 et seq., also known as “AB 1600”), and a Cost Allocation Plan Study project ("Project") as set forth in this Agreement.

TERMS.

Scope of Services and Term.

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

Term. The term of this Agreement shall be from TBD to TBD, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines.

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Responsibilities of Consultant.

Independent Contractor; Control and Payment of Subordinates. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement.

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

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

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

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

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

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

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

Standard of Care; Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subconsultants shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subconsultants have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, and that such licenses and approvals shall be maintained throughout the term of this Agreement.

As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. Any employee of the Consultant or its sub-consultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project.

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

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of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations.

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

Insurance. Consultant agrees to procure and maintain, at Consultant’s expense all insurance specified in Exhibit “D” attached hereto and by this reference incorporated herein.

Consultant shall require all subconsultants to carry the same policies and limits of insurance that the Consultant is required to maintain, unless otherwise approved in writing by the City.

Fees and Payments.

Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "C" attached hereto and incorporated herein by reference. The total compensation shall not exceed TBD ($TBD) without written approval of the City Council or City Manager as applicable. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement.

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

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

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

Rate Increases. In the event that this Agreement is renewed pursuant to Section

3.1.2, the rate set forth in Exhibit “C” may be adjusted each year at the time of renewal as set forth in Exhibit “C.”

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Labor Code Requirements.

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

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

Accounting Records.

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

General Provisions.

Termination of Agreement.

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

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

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

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

1. Consultant: TBD
TBD - Address[
ATTN: TBD- name and title

2. City: City of Signal Hill
2175 Cherry Avenue
Signal Hill, CA 90755
ATTN: Carlo Tomaino, City Manager
Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.

Ownership of Materials and Confidentiality.

Documents & Data; Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subconsultants to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subconsultant prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data.

Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents & Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk.

Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents & Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the

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prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City.

Confidential Information. The City shall refrain from releasing Consultant’s proprietary information ("Proprietary Information") unless the City's legal counsel determines that the release of the Proprietary Information is required by the California Public Records Act or other applicable state or federal law, or order of a court of competent jurisdiction, in which case the City shall notify Consultant of its intention to release Proprietary Information. Consultant shall have five (5) working days after receipt of the Release Notice to give City written notice of Consultant's objection to the City's release of Proprietary Information. Consultant shall indemnify, defend and hold harmless the City, and its officers, directors, employees, and agents from and against all liability, loss, cost or expense (including attorney’s fees) arising out of a legal action brought to compel the release of Proprietary Information. City shall not release the Proprietary Information after receipt of the Objection Notice unless either: (1) Consultant fails to fully indemnify, defend (with City's choice of legal counsel), and hold City harmless from any legal action brought to compel such release; and/or (2) a final and non-appealable order by a court of competent jurisdiction requires that City release such information.

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

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

Indemnification.

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

If Consultant’s obligation to defend, indemnify, and/or hold harmless arises out of Consultant’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which

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is fully incorporated herein, Consultant’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant’s liability for such claim, including the cost to defend, shall not exceed the Consultant’s proportionate percentage of fault.

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

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

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

City's Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project.

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

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

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

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

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

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

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

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

Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subconsultant, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted.

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

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

Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.

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

CITY OF SIGNAL HILL [INSERT NAME]
By:

By:

Mayor or City Manager [INSERT NAME AND TITLE]
[If Corporation, TWO SIGNATURES,
President OR Vice President AND
Secretary OR Treasurer REQUIRED]
ATTEST:

By:
[INSERT NAME AND TITLE
By:

City Clerk

APPROVED AS TO FORM:

By:

Best Best & Krieger LLP
City Attorney

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Exhibit “A”-1
EXHIBIT "A"

SCOPE OF SERVICES

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Exhibit “A-I-1”

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Exhibit “B”-1
EXHIBIT "B"

SCHEDULE OF SERVICES
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Exhibit “C”-1
EXHIBIT "C"

COMPENSATION
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2 ATTACHMENT 3

AGREEMENT
EXHIBIT “D”

INSURANCE REQUIREMENTS
Insurance.

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

Types of Insurance Required. As a condition precedent to the effectiveness of this Agreement for work to be performed hereunder, and without limiting the indemnity provisions of the Agreement, the Consultant, in partial performance of its obligations under such Agreement, shall procure and maintain in full force and effect during the term of the Agreement the following policies of insurance. If the existing policies do not meet the insurance requirements set forth herein, Consultant agrees to amend, supplement or endorse the policies to do so.

Commercial General Liability: Commercial General Liability Insurance which affords coverage at least as broad as Insurance Services Office "occurrence" form CG 0001, or the exact equivalent, with limits of not less than $1,000,000 per occurrence and no less than $2,000,000 in the general aggregate. Defense costs shall be paid in addition to the limits. The policy shall contain no endorsements or provisions (1) limiting coverage for contractual liability; (2) excluding coverage for claims or suits by one insured against another (cross-liability); or (3) containing any other exclusion(s) contrary to the terms or purposes of this Agreement.

Automobile Liability Insurance: Automobile Liability Insurance with coverage at least as broad as Insurance Services Office Form CA 0001 covering "Any Auto" (Symbol 1), or the exact equivalent, covering bodily injury and property damage for all activities with limits of not less than $1,000,000 combined limit for each occurrence. [***NOTE: If Consultant does not own any company vehicles or may not be able to purchase a Business Automobile Insurance Policy, the requirement may be satisfied by providing either of the following: (1) a Personal Automobile Liability policy for the Consultant's own vehicle stipulating "Automobile Liability Insurance with a limit of not less than $1,000,000 each accident"; or (2) a non-owned auto endorsement to the Commercial General Liability policy if Consultant uses vehicles of others (e.g., vehicles of employees).

Workers' Compensation: Workers' Compensation Insurance, as required by the State of California and Employer's Liability Insurance with a limit of not less than $1,000,000 per accident for bodily injury and disease.

Professional Liability (Errors & Omissions): Professional Liability insurance or Errors & Omissions insurance appropriate to Consultant’s profession with limits of not less than $1,000,000. Covered professional services shall specifically include all work to be performed under the Agreement and delete any exclusions that may potentially affect the work to be performed (for example, any exclusions relating to lead, asbestos, pollution, testing, underground storage tanks, laboratory analysis, soil work, etc.). If coverage is written on a claimsmade basis, the retroactive date shall precede the effective date of the initial Agreement and continuous coverage will be maintained or an extended reporting period will be exercised for a period of at least three (3) years from termination or expiration of this Agreement. 55728.00300\33359615.1

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AGREEMENT
[OPTIONAL: include the following provision if there is a pollution liability exposure; otherwise, always delete.]
Insurance Endorsements. Required insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms approved by the City to add the following provisions to the insurance policies:

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

Additional Insured Endorsements shall not (1) be
restricted to "ongoing operations"; (2) exclude "contractual liability"; (3) restrict coverage to "sole" liability of Consultant; or (4) contain any other exclusions contrary to the terms or purposes of this Agreement. For all policies of Commercial General Liability insurance, Consultant shall provide endorsements in the form of ISO CG 20 10 10 01 and 20 37 10 01 (or endorsements providing the exact same coverage) to effectuate this requirement.

Cancellation: Required insurance policies shall not be
canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium.

Automobile Liability:

Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium.

Professional Liability (Errors & Omissions):

Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium.

Contractual Liability Exclusion Deleted: This insurance shall include contractual liability applicable to this Agreement. The policy must “pay on behalf of” the insured and include a provision establishing the insurer’s duty to defend.

Workers' Compensation:

Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium.

Waiver of Subrogation: A waiver of subrogation stating that the insurer waives all rights of subrogation against the City, its officials, officers, employees, agents, and volunteers.
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Primary and Non-Contributing Insurance. All policies of Commercial General Liability and Automobile Liability insurance shall be primary and any other insurance, deductible, or self-insurance maintained by the City, its officials, officers, employees, agents, or volunteers shall not contribute with this primary insurance. Policies shall contain or be endorsed to contain such provisions.

Waiver of Subrogation. All policies of Commercial General Liability and Automobile Liability insurance shall contain or be endorsed to waive subrogation against the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against the City, its officials, officers, employees, agents, and volunteers, and shall require similar written express waivers and insurance clauses from each of its subconsultants.

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

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

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

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

Enforcement of Agreement Provisions (non estoppel). Consultant acknowledges and agrees that actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement imposes no additional obligation on the City nor does it waive any rights hereunder.
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AGREEMENT
Requirements Not Limiting. Requirement of specific coverage or minimum limits contained in this Appendix are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance.

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