Signal Hill City Council
February 27, 2024

1 CITY OF SIGNAL HILL

REQUEST FOR PROPOSAL (RFP)

CENTENNIAL CELEBRATION DRONE SHOW

PURPOSE
The City of Signal Hill is seeking an ariel drone show production vendor to plan, design and execute a drone show for the City’s Centennial Celebration Event on Saturday, April 27, 2024.

The drone show should be customized for the City of Signal Hill in celebration of the City’s Centennial Year.

Site Details: 2175 Cherry Avenue
Signal Hill, CA 90755

SUBMITTAL PROCESS
All interested vendors will need to submit proposals via the City’s electronic bid system, PlanetBids. Located at:
https://pbsystem.planetbids.com/portal/36746/bo/bo-search Interested proposers may participate by selecting “Bid Opportunities” on the home page.

Questions regarding the proposal should be submitted via the PlanetBids website Tuesday, February 6, 2024 by 4:00 p.m.
2 REQUEST FOR PROPOSAL

DRONE LIGHT SHOW VENDORS

OVERVIEW
The City of Signal Hill is soliciting requests for proposals (RFP) from qualified vendors who have appropriate authorization, permits, and FAA clearance to provide a municipal-scale outdoor customized drone light show (“show”) near the Long Beach Airport (LGB).

The budget for the show is not-to-exceed $60,000 for customized show design, planning, permits, and execution of the show including day-of preparation and clean-up, as well as collaboration with local community partners for drone placement and staging.

Please see maps on pages 12 and 13 for site proximity to Long Beach Airport and the ariel view of the event site respectively.

The date the show will take place is Saturday, April 27, 2024, during the “evening” (time to be determined) for City’s Centennial Celebration Event.

The specific time of the show will be established in coordination with the City and other agencies through the planning process. The drone show is anticipated to be the grand finale to the day’s celebrations.

The evaluation committee will review complete RFP submittals and award one vendor the contract to execute the customized show.

The deadline for the RFP submissions is 4:00 p.m. Tuesday, February 13, 2024.

PROJECT OBJECTIVE
This RFP is intended to identify aerial drone light show vendors who are qualified to plan, design and execute a customized drone show for the City of Signal Hill’s Centennial Celebration Event the evening of Saturday, April 27, 2024.

The purpose of the project is to honor the City’s 100 years of history and celebrate its centennial year.

Considerations associated with the selection process may include:
 Appropriate technology
 Safety
 Insurance
 Quality and design
 Customer service
 Ability to obtain appropriate authorizations, permits and FAA clearances  Ability to work with third parties outside of the City to coordinate drone placement and staging.
3 The final vendor selected by the City for the project will be paid a fee not-to-exceed $60,000 for the complete show, which will include:
 8-20 minute light show (to be determined by City and vendor)  No less than 400 drones
 Images of the City’s seal and logos (see page 14)
 All costs associated with flights, technology, drones, staffing, travel, permits (including FAA clearance), customized show, workflow, piloting of drones, technology programming, coordination of show (including placement and staging of drones, music selection and timing with customized show, and any and all related activities needed and desired to successfully execute the show).  Furnish a finished video of final proposed drone show.  Furnish live, edited video of final April 27, 2024 Centennial Celebration finale show, to be submitted after the event has taken place for posterity.  Selected vendor must have the ability to complete the project in a time period to be agreed upon by the City and the vendor, but the show must be executed on Saturday, April 27, 2024, without exception. The City will be celebrating the centennial anniversary in 2024, and all discussions and decisions around the customized show design, program and animation will need to be established prior to Wednesday, March 27, 2024 with the final custom show completed for review no later than Wednesday, April 10, 2024.

ELIGIBILITY
This opportunity is open to drone light show vendors. The vendor awarded the contract will be required to comply with the City of Signal Hill’s insurance and liability requirements and have the ability to conform to all FAA rules and regulations.

PRELIMINARY SCOPE OF SERVICES
The preliminary scope of services below is the minimum scope of services intended to be completed by the aerial drone light show vendor. Each proposer should elaborate on scope items to further define the scope, and to demonstrate the proposer’s understanding and experience in the performance of similar services. It is anticipated that the City and selected vendor will work together to craft a more defined and final scope of services upon award of contract.

A. Meet with members of evaluation committee to review show concepts for the aerial drone light show and outline:
• 1) Firm qualifications and experience
• 2) Personnel and staffing
• 3) Project approach, work plan, timeline, and project management; • 4) Rates and fees
• 5) Cover letter and references/recommendations
• 6) Ability to meet custom requests by the City.

B. Customize and configure aerial drone show design, animations, concept and 4 logistics using suggestions provided by the evaluation committee.

C. Be ready to present program concept updated via design elements, programmed animations and logistics for the aerial light drone show to the City Council, Parks and Recreation Commission, and/or Centennial Celebration Committee (if deemed necessary by the evaluation committee).

D. Selected vendor must be available to attend, in person, the City Council meeting of Tuesday, February 27, 2024 at 7:00 p.m.

E. Incorporate any final feedback and present final concept to evaluation committee and City staff for approval no later than Wednesday, April 10, 2024 F. Execute drone show for the Centennial Celebration Event on Saturday, April 27, 2024.

I. VENDOR’S RESPONSIBILITY
The selected proposer will provide the following services (“vendor”):

1. Set up and perform custom drone show (“show”) on Saturday, April 27, 2024 at a location agreed upon with the City of Signal Hill.

2. Ensure that show will occur from the staging site agreed to by the City of Signal Hill and the vendor;

3. Provide delivery, storage, set-up, and clean-up of all drone materials and/or related equipment;

4. Provide all equipment to produce the show;

5. Provide choreography and music soundtrack for the custom show;

6. It will be the responsibility of the vendor to obtain any necessary licenses to perform music selections chosen as part of the soundtrack for the show, and provide copies of all such licenses to the City of Signal Hill seventeen (17) calendar days prior to the show date;

7. Obtain any necessary licenses or permits required to perform the proposed show from Local, State and Federal agencies, and provide copies of all such licenses and permits to the City of Signal Hill.

8. Utilize a State of California licensed and/or FAA licensed drone operator and experienced crew to execute the show, and any additional permits or authorizations necessary to execute the final show production. 5 II. CITY’S RESPONSIBILITY

1. The City will attend custom show meetings and provide feedback and final approval.

2. Provide a staging site, in coordination with vendor

3. Provide parking for vendor’s team, near or adjacent to the staging site;

4. Provide suitable restroom and handwashing facilities for the vendor’s team;

5. Provide sufficient access to the staging site for vendor to setup, execute, and remove Show related equipment and materials;

6. Provide sound system and playback; and
III. SCHEDULE
The vendor will provide a timeline for preparing and completing items outlined in the Scope of Work. The estimated timeline will be as follows:

RFP Release Wednesday, January 31, 2024
Written Comments Due Tuesday, February 6, 2024 by 4:00
p.m.

Reply to Comments Thursday, February 8, 2024
Proposals Due Tuesday, February 13, 2024 by 4:00
p.m.

Evaluations (Interviews if necessary) & Final Selection February 14-15, 2024 City Council - Award of Contract Tuesday, February 27, 2024 Date of Drone Show Saturday, April 27, 2024
*All dates tentative and subject to change as necessary.

IV. PROPOSAL SUBMITTAL
Electronic copies of the proposal may be submitted via PlanetBids, no later than 4:00 p.m. on Tuesday, February 13, 2024.

Proposers solely are responsible for the timeliness of their submittals. As such, proposers are cautioned to budget adequate time to ensure that their proposals are electronically delivered (not just sent) before the deadline set forth above.

By submitting a proposal, proposers certify that such proposal constitutes their full and complete written response to the RFP and evidences their acknowledgement that additional written material outside of such proposal shall not be considered by the City in 6 connection with this RFP, unless the City provides a written request that they submit additional written materials. Absent such written request, proposers are instructed to not submit to the City written or other materials outside of the proposal, either in a subsequent interview or otherwise.

V. PROPOSAL REQUIREMENTS
A. Required Proposal materials include:
o Cover Letter - Provide a narrative which introduces the company and team highlighting the special strengths of the company to perform the work requested in this RFP. It should also include the name, address, city, state, zip code, contact number, website (if available) and email address of the company/vendor. The letter should be signed by an authorized principal of the proposing company.
o References – Provide at least three client references, with contact names and information (including email address). Provide list of references from past and current clients within the last five years. Public sector clients are preferred, but not required. Please verify accuracy of contact information.
o Firm Qualifications and Experience – Provide a narrative describing the company’s qualifications to perform the project work, including past (relevant) experience with executing municipal-scale events. If you have demonstration videos for your past projects, please include a link with your proposal.
• You must include copies in your proposal of any relevant local, State or Federal certificates, permits or licenses held by your company and/or staff.
o Personnel and Staffing – Provide a brief description of all key personnel and technical staff (including vendors or partners) to be involved and their relationship to the services to be provided. Indicate the on-site availability for key personnel and staff during April 27, 2024. • Please include a single point of contact for the entire planning and execution of the project.
• Proposers are advised that it is a proposer’s obligation to determine whether any conflicts of interest exist for their team members and the extent to which those conflicts need to be resolved or disclosed prior to engaging in business with the City of Signal Hill
o Project Approach, Timeline, and Work Plan – Identify appropriate assumptions and considerations that could impact the scope and/or timeline for performing the requested services, such as strong winds and other inclement weather, or other unforeseen events.
o Project Management – Describe how your company intends to manage 7 all aspects of the work to be performed, including schedules for completion of tasks/subtasks related to a Show, procedures for scheduling, Show design, and cost control. Provide a timeline for all show durations and include all relevant time required to execute a show.

Include load-in/load-out in said timeline.
o All costs associated with flights, technology, drones, staffing, travel, permits (including FAA clearance), customized show, workflow, piloting of drones, technology programming, coordination of show (including placement and staging of drones, music selection and timing with customized show, and any and all related activities needed and desired to successfully execute the show).

B. Work Schedule
The Request for Proposal must include a schedule for the work to be accomplished to complete the project. The schedule must be compatible with staff availability. All aspects related to the April 27, 2024 Centennial Celebration drone show must be finalized 12 business days prior to the show on Wednesday, April 10, 2024.

C. Rates and Fees
Provide information as indicated below, and identify related considerations and assumptions, if applicable:

Provide a fee schedule as a separate document, with a fixed not-to-exceed fee for the work contemplated on the project by the vendor. Fees must include all reimbursable items, consideration of all expected deliverables outlined in the RFP and an hourly rate for all additional work.  Pricing or pricing ranges for shows that are 8, 10, 12, 15 and 20 minutes in length (or indicate what show lengths you offer in the 8 to 20 minute range for a custom show);
 Per-minute pricing should the shows require additional time;  Pricing for customized drone shows that display specific imagery (logos, images, etc.);
 Pricing for the inclusion of music or a soundtrack, if that is an additional cost; and
 Include hourly rates for all proposed team members, if applicable.  Discuss how fees are determined for custom shows (based on location, number of drones, duration, complexity, etc.).  Also provide pricing for any proposed equipment, software, or hardware costs and any other related expenses for the project that are expected to be paid for by the City of Signal Hill
8  Final fee schedule must be comprehensive in scope and provide fees for any and all possible and related services including show, customization, permits, etc.

VI. CONTRACT CONDITIONS
The selected vendor must agree to enter into a General Services Agreement (Exhibit A – sample attached) with the City of Signal Hill which will contain hold harmless and indemnification provisions and will require the vendor to secure and maintain the following coverage.

A. Workers’ Compensation Coverage as required by State of California Statute.

B. Comprehensive General Liability Insurance including coverage for Premises and Operations, Contractual Liability, Personal Injury Liability, Products/Completed Operations Liability, Broad-Form Property Damage (if applicable) and Independent Contractors’ Liability (if applicable) in an amount of not less than One Million Dollars ($1,000,000.00) per occurrence, combined single limit, written on an occurrence form.

C. Comprehensive Automobile Liability Coverage, including-as applicableowned, non-owned and hired autos, in an amount of not less than Five Hundred Thousand Dollars ($500,000.00) per occurrence, combined single limit written on an occurrence form.
9 D. Additional Insurance. Policies of such other insurance, including professional liability insurance, as may be required in the Special Requirements.

E. The Certificate of Insurance must name the City of Signal Hill as an additional insured and must be approved by the City Attorney’s Office and Risk Management before the Agreement between the City and consultant to perform the work product in the proposal will be submitted for consideration by the Signal Hill City Council.

VII. PROJECT CONTACTS
Questions regarding the proposal should be submitted via the PlanetBids website by 4:00 p.m. Tuesday, February 6, 2024.

VIII. VENDOR SELECTION
All proposals meeting the requirements of this RFP shall be reviewed and rated by an evaluation committee according to the following criteria:

1. Firm qualifications and experience;

2. Personnel and staffing;

3. Project approach, work plan, and project management;

4. Rates and fees;

5. Cover letter and references/recommendations

6. Clarity and comprehensiveness of the proposal and ability to meet custom requests by the City.

Selected proposers may be contacted to arrange interviews with the evaluation committee.

The evaluation committee will make the final recommendation for selecting the vendor. All recommendations are subject to the final contract approval by the City Council.

The evaluation committee will review and evaluate all proposals.

Vendors are being solicited through open call and by invitation. The evaluation committee will review proposals and make a recommendation to the City Council for award of contract. The City reserves the right to reject any or all proposals, waive any errors or omissions in any proposals received and to modify or terminate this RFP for any reason and without prior notice.

Proposers are advised that all documentation submitted in response to this RFP will be considered property of the City of Signal Hill and may become available to the public as a public record and be released without further notification. Any information that the proposer considers confidential should not be submitted with the proposal. The right to reject any and all proposals shall, in every case, be reserved, as shall the right to waive any informality in the proposal when to do so would be to the advantage
10 of the City.

The vendor proposals will be scored using the criteria shown in the table below:

CRITERIA POINTS POINTS
Firm Qualifications and Experience How long has the company been in business? Has the
company done similar work?
Level of expertise in subject
matter areas?
25 Personnel and Staffing Qualification and experience
of proposed personnel for
requested services? On-site
availability of team and project
manager? One identified point
of contact for entire planning
and execution of project?
15 Project Approach, Work Plan and
Project Management
Quality of proposed work plan
to meet project requirements?
Quality of project management
and timeline? Customized
show development schedule?
15 Rates and Fees Are the proposed budget
management, fees and staff
hours proposed and clearly
defined?
15 Cover Letter &
References/Recommendations
Provide a narrative which
introduces the company and
team & three client references.
15 Clarity and Comprehensiveness of
the Proposal
The ability to provide clear and
detailed information, as well as
providing specifics on the
ability to meet customized
show requests.
15 TOTAL 100
11 Based on this criteria, the evaluation committee will recommend one vendor for City Council consideration.

The selected vendor will be required to enter into an agreement with the City of Signal Hill for the agreed-upon service. A sample of the City’s standard General Services Agreement is attached. Upon selection, the firm and City will finalize the scope of work, time schedule and fee.

The City retains the right to reject any late or incomplete submissions, and all proposals for whatever reason.
12 13
14 55136.00503\33103130.6
1 AGREEMENT FOR GENERAL

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CITY OF SIGNAL HILL

AGREEMENT FOR GENERAL SERVICES

1. PARTIES AND DATE
This Agreement for Customized Drone Show Services (“Agreement”) [***DAY***] day of [***MONTH***], [***YEAR***] 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 [***NAME***], a [***[ENTITY]***] with its principal place of business at [***ADDRESS***] (“Contractor”). City and Contractor are sometimes individually referred to as “Party” and collectively as “Parties” in this Agreement.

2. RECITALS

2.1 Contractor.

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

2.2 Project.

City desires to engage Contractor to render such services for the Customized Drone Show project (“Project”) as set forth in this Agreement.

2.3 Incorporation of Documents.

If applicable, this Agreement includes and hereby incorporates in full by reference the following documents, including all exhibits, drawings, specifications and documents therein, and attachments and addenda thereto: Notice Inviting Proposals, Request for Proposals, and Contractor’s Proposal.

3. TERMS

3.1 Scope of Services and Term.

3.1.1 General Scope of Services. Contractor promises and agrees to furnish to City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the services and advice on various issues affecting the decisions of City regarding the Project and on other programs and matters affecting City (“Services”). The Services are more particularly described in Exhibit “A” attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations.

3.1.2 [Term/Time of Performance].

The term of this Agreement shall be from [start date] to [end date], unless earlier 55136.00503\33103130.6
2 AGREEMENT FOR GENERAL

SERVICES
terminated as provided herein. The City reserves the right to review the Contractor’s performance at the end of each year and cancel all or part of the Agreement.

Contractor shall perform its services in a prompt and timely manner and shall commence performance upon the effective date established in City’s notice to proceed. Contractor shall complete the services required hereunder within

3.2 Responsibilities of Contractor.

3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Contractor or under its supervision. Contractor will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Contractor on an independent contractor basis and not as an employee of City. Contractor 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 Contractor shall also not be employees of City and shall at all times be under Contractor's exclusive direction and control. Neither City, or any of its officials, officers, directors, employees or agents shall have control over the conduct of Contractor or any of Contractor’s officers, employees or agents, except as set forth in this Agreement. Contractor 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. Contractor shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance.

3.2.2 Schedule of Services/Time for Performance.
(a) Contractor 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. Contractor represents that it has the skilled personnel required to perform the Services in conformance with such conditions. In order to facilitate Contractor's conformance with the Schedule, City shall respond to Contractor's submittals in a timely manner. Upon request of City, Contractor shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. (b) Neither City nor Contractor shall be considered in default of this Agreement for delays in performance caused by circumstances beyond the reasonable control of the non-performing Party. For purposes of this Agreement, such circumstances include a Force Majeure Event. A Force Majeure Event shall mean an event that materially affects a Party’s performance and is one or more of the following: (1) Acts of God or other natural disasters; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the services); (4) strikes and other organized labor action occurring at the site and the effects thereof on the services, only to the extent such strikes and other organized labor action are beyond the control of Contractor and its subcontractors, and to the extent the effects thereof cannot be avoided by use of replacement workers; and (5) pandemics, epidemics or quarantine restrictions. For purposes of this section, “orders of governmental authorities,” includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety, and other actions of a public agency applicable to the services and Agreement. Should a Force Majeure Event occur, the non-performing Party shall, within a reasonable time of being prevented from performing, give written notice to the other 55136.00503\33103130.6
3 AGREEMENT FOR GENERAL

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Party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement. Force Majeure Events and/or delays, regardless of the Party responsible for the delay, shall not entitle Contractor to any additional compensation.

Notwithstanding the foregoing in this section, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement.

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

3.2.4 Substitution of Key Personnel. Contractor 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, Contractor may substitute other personnel of at least equal competence and experience upon written approval of City. In the event that City and Contractor 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 City, or who are determined by 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 Contractor at the request of City. The key personnel for performance of this Agreement are as follows: [***NAME(S)***].

3.2.5 City's Representative. City hereby designates City Manager, or his or her designee, to act as its representative for the performance of this Agreement (“City's Representative”). City's Representative shall have the power to act on behalf of City for all purposes under this Agreement. Contractor shall not accept direction or orders from any person other than City's Representative or his or her designee.

3.2.6 Contractor's Representative. Contractor hereby designates [***NAME OR TITLE***], or his or her designee, to act as its representative for the performance of this Agreement (“Contractor's Representative”). Contractor's Representative shall have full authority to represent and act on behalf of Contractor for all purposes under this Agreement. Contractor's Representative shall supervise and direct the Services, using his or her best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.

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

3.2.8 Standard of Care; Performance of Employees. Contractor shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by contractors in the same discipline in the State of California. Contractor represents and maintains that it is skilled in the calling necessary to perform the Services. Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Contractor represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including any required business license, 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, Contractor shall perform, at its own cost and expense and without reimbursement from City, any services necessary to correct errors or omissions which are caused by Contractor's failure to 55136.00503\33103130.6
4 AGREEMENT FOR GENERAL

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comply with the standard of care provided for herein, and shall be fully responsible to City for all damages and other liabilities provided for in the indemnification provisions of this Agreement arising from the Contractor’s errors and omissions.. Any employee of Contractor or its subcontractors who is determined by 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 City, shall be promptly removed from the Project by Contractor and shall not be re-employed to perform any of the Services or to work on the Project.

3.2.9 Laws and Regulations. Contractor 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. Contractor shall be liable for all violations of such laws and regulations in connection with Services. If Contractor performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to City, Contractor shall be solely responsible for all costs arising therefrom. Contractor shall defend, indemnify and hold City, its officials, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations.

3.2.10 Labor
(a) Prevailing Wage. Contractor is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects (“Prevailing Wage Laws”). If the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. Contractor shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Contractor and all subcontractors to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1). The requirement to submit certified payroll records directly to the Labor Commissioner under Labor Code section 1771.4 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Section 1771.4. (b) Registration. If the Services are being performed as part of an applicable “public works” or “maintenance” project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Contractor and all subcontractors performing such Services must be registered with the Department of Industrial Relations. Contractor shall maintain registration for the duration of the Project and require the same of any subcontractors, as applicable. Notwithstanding the foregoing, the contractor registration requirements mandated by Labor Code Sections 1725.5 and 1771.1 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Sections 1725.5 and 1771.1. (c) Compliance Monitoring. This Agreement may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be 55136.00503\33103130.6
5 AGREEMENT FOR GENERAL

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Contractor’s sole responsibility to comply with all applicable registration and labor compliance requirements. Any stop orders issued by the Department of Industrial Relations against Contractor or any subcontractor that affect Contractor’s performance of Services, including any delay, shall be Contractor’s sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Contractor caused delay and shall not be compensable by the City. Contractor shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of stop orders issued by the Department of Industrial Relations against Contractor or any subcontractor. (d) Acknowledgment of Employment Relationship. Contractor shall provide each of its employees who it assigns to provide the Services with a copy of the “ACKNOWLEDGMENT OF EMPLOYMENT RELATIONSHIP” attached hereto as Exhibit D (“Acknowledgment”). Each employee who provides the Services must execute the Acknowledgment before Contractor may permit the employee to provide Services for City.

Contractor shall provide a copy of each executed Acknowledgment to City upon City’s request. (e) Labor Code Compliance; Audit Rights. City shall have the right to audit Contractor’s compliance with this Agreement and California Labor laws with respect to Contractor’s personnel, including, but not limited to, Contractor’s compliance with Sections 3.2.1,

3.2.10, and 3.6. Upon City’s request, Contractor shall provide within five (5) business days documents sufficient to demonstrate its compliance with this Agreement including, but not limited to, W4s, itemized wage statements, employee handbooks, and time cards for any of Contractor’s personnel who provide the Services.

3.2.11 Insurance.
(a) Time for Compliance. Contractor shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Contractor, its agents, representatives, employees or subcontractors.

Contractor shall not commence work under this Agreement until it has provided evidence satisfactory to City that it has secured all insurance required under this section. In addition, Contractor shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to City that the subcontractor has secured all insurance required under this section.
(b) Types of Required Coverages. 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, Contractor 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.
(1) Commercial General Liability: Commercial General Liability Insurance which affords coverage at least as broad as the latest version of the Insurance Services Office “occurrence” form CG 0001, with minimum limits of at least $1,000,000 per occurrence.

Defense costs shall be paid in addition to the limits. The policy shall contain no endorsements or provisions limiting coverage for (1) products and completed operations; (2) contractual liability; (3) third party action over claims; or (4) cross liability exclusion for claims or suits by one insured against another.
55136.00503\33103130.6
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(2) Automobile Liability Insurance: Automobile Liability Insurance with coverage at least as broad as the latest version of Insurance Services Office Form CA 0001 covering “Any Auto” (Symbol 1) with minimum limits of $1,000,000 each accident. (3) Workers' Compensation and Employer’s Liability: 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. (4) Contractors Pollution Liability: Contractors Pollution Liability Insurance covering all of Contractor's operations to include onsite and offsite coverage for bodily injury (including death and mental anguish), property damage, defense costs and cleanup costs with minimum limits of $5 million per loss and $10 million total all losses. Non-owned disposal site coverage shall be provided if handling, storing or generating hazardous materials or any material/substance otherwise regulated under environmental laws/regulations.

If coverage is written on a claims-made basis, the retroactive date shall precede the effective date of the initial Agreement and continuous coverage will be maintained or an extended reporting period will be exercised for a period of at least three (3) years from termination or expiration of this Agreement.
(c) Endorsements.
(1) The policy or policies of insurance required by Section

3.2.11(b) (i) Commercial General Liability and (ii) Automobile Liability Insurance and (iv) Contractor's Pollution Liability shall be endorsed to provide the following:
(1) Additional Insured: City, its officials, officers, employees and agents shall be additional insureds with regard to liability and defense of suits or claims arising out of the performance of the Agreement. Endorsements shall be issued on a combination of ISO CG 20 10 and CG 20 37 or exact equivalents. Additional Insured Endorsements shall not (1) be restricted to “ongoing operations”; (2) exclude “contractual liability”; (3) restrict coverage to “sole” liability of Contractor; or (4) contain any other exclusions contrary to the Agreement.
(2) Primary Insurance and Non-Contributing Insurance: This insurance shall be primary and any other insurance, deductible, or selfinsurance maintained by the City, its officials, officers, employees and agents shall not contribute with this primary insurance. (3) Severability: In the event of one insured, whether named or additional, incurs liability to any other of the insureds, whether named or additional, the policy shall cover the insured against whom claim is or may be made in the same manner as if separate policies had been issued to each insured, except that the limits of insurance shall not be increased thereby.
(4) Cancellation: The policy shall not be canceled or the coverage suspended, voided, reduced or allowed to expire until a thirty (30) day prior written notice of cancellation has been served upon City 55136.00503\33103130.6
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except ten (10) days prior written notice shall be allowed for nonpayment of premium. (5) Waiver of Subrogation: A waiver of subrogation stating that the insurer waives all rights of subrogation against the City, its officials, officers, employees and agents.
(6) Duties: Any failure by the named insured to comply with reporting provisions of the policy or breaches or violations of warranties shall not affect coverage provided to the City, its officials, officers, employees and agents.
(7) Applicability: That the coverage provided therein shall apply to the obligations assumed by Contractor under the indemnity provisions of the Agreement, unless the policy or policies contain a blanket form of contractual liability coverage.
(2) The policy or policies of insurance required by Section

3.2.11(b) (iii) Workers' Compensation shall be endorsed, as follows:
(1) Waiver of Subrogation: A waiver of subrogation stating that the insurer waives all rights of subrogation against the City, its officials, officers, employees and agents.
(2) Cancellation: The policy shall not be canceled or the coverage suspended, voided, reduced or allowed to expire until a thirty (30) day prior written notice of cancellation has been served upon City except ten (10) days prior written notice shall be allowed for nonpayment of premium. (d) Deductible. Any deductible or self-insured retention must be approved in writing by City and shall protect the City, its officials, officers, employees and agents 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. (e) Evidence of Insurance. Contractor, 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 and endorsements on forms approved by City. 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 City. If such coverage is cancelled or reduced, Contractor shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies. (f) Failure to Maintain Coverage. Contractor agrees to suspend and cease all operations hereunder during such period of time as the required insurance coverage is not in effect and evidence of insurance has not been furnished to City. City shall have the right to withhold any payment due Contractor until Contractor has fully complied with the insurance provisions of this Agreement.
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In the event that Contractor's operations are suspended for failure to maintain required insurance coverage, Contractor shall not be entitled to an extension of time for completion of the work because of production lost during suspension.
(g) 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 do business 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. (h) Insurance for Subcontractors. Contractor shall be responsible for causing subcontractors to purchase the appropriate insurance in compliance with the terms of this Agreement, including adding City as an Additional Insured to the subcontractor's policies.

3.2.12 Safety. Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, Contractor 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 as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures.

3.3 Fees and Payments.

3.3.1 Compensation. Contractor 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 sixty thousand dollars ($60,000) without written approval of City’s [***TITLE***]. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement.

3.3.2 Payment of Compensation. Contractor shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Contractor. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within forty-five (45) days of receiving such statement, review the statement and pay all approved charges thereon.

3.3.3 Reimbursement for Expenses. Contractor shall not be reimbursed for any expenses unless authorized in writing by City.

3.3.4 Extra Work. At any time during the term of this Agreement, City may request that Contractor 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.

Contractor shall not perform, nor be compensated for, Extra Work without written authorization from City's Representative.
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3.4 Accounting Records.

3.4.1 Maintenance and Inspection. Contractor shall maintain complete and accurate records with respect to all costs and expenses incurred and fees charged under this Agreement. All such records shall be clearly identifiable. Contractor 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. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement.

3.5 General Provisions.

3.5.1 Termination of Agreement.
(a) Grounds for Termination. City may, by written notice to Contractor, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Contractor of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Contractor shall be compensated only for those services which have been fully and adequately rendered to City through the effective date of the termination, and Contractor shall be entitled to no further compensation. Contractor may not terminate this Agreement except for cause. (b) Effect of Termination. If this Agreement is terminated as provided herein, City may require Contractor to provide all finished or unfinished Documents and Data, as defined below, and other information of any kind prepared by Contractor in connection with the performance of Services under this Agreement. Contractor shall be required to provide such document and other information within fifteen (15) days of the request. (c) Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated.

3.5.2 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:

Contractor:
[***NAME, ADDRESS & CONTACT PERSON***]
City:

City of Signal Hill
2175 Cherry Avenue
Signal Hill, CA 90755
Attn: ____________
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.
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3.5.3 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement.

3.5.4 Attorneys’ 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 attorneys’ fees and all costs of such action.

3.5.5 Indemnification. To the fullest extent permitted by law, Contractor shall defend, indemnify and hold 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, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged negligent acts, omissions or willful misconduct of Contractor, its officials, officers, employees, agents, subconsultants and subcontractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of all damages, attorneys’ fees and other related costs and expenses. Contractor shall defend, at Contractor's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, its officials, officers, employees, agents or volunteers. Contractor shall pay and satisfy any judgment, award or decree that may be rendered against City or its officials, officers, employees, agents or volunteers, in any such suit, action or other legal proceeding.

Contractor shall reimburse City and its officials, officers, employees, agents and/or volunteers, for any and all legal expenses and costs, including reasonable attorneys’ fees, incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by City or its officials, officers, employees, agents or volunteers. This Section 3.5.5 shall survive any expiration or termination of this Agreement.

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

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

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

3.5.9 City's Right to Employ Other Contractors. City reserves the right to employ other Contractors in connection with this Project.

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

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

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

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

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

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

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

3.5.18 Equal Opportunity Employment. Contractor represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, 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. Contractor shall also comply with all relevant provisions of any minority business enterprise program, affirmative action plan or other related programs or guidelines currently in effect or hereinafter enacted.

3.5.19 Labor Certification. By its signature hereunder, Contractor 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 Workers’ 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.
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3.5.20 Authority to Enter Agreement. Contractor has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party.

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

3.5.22 Employment Adverse to City. Contractor shall notify City, and shall obtain City’s written consent, prior to accepting work to assist with or participate in a third-party lawsuit or other legal or administrative proceeding against City during the term of this Agreement.

3.5.23 Conflict of Employment. Employment by Contractor of personnel currently on the payroll of City shall not be permitted in the performance of this Agreement, even though such employment may occur outside of the employee’s regular working hours or on weekends, holidays or vacation time. Further, the employment by Contractor of personnel who have been on City’s payroll within one year prior to the date of execution of this Agreement, where this employment is caused by and or dependent upon Contractor securing this or related Agreements with City, is prohibited.

3.5.24 Survival. All rights and obligations hereunder that by their nature are to continue after any expiration or termination of this Agreement, including, but not limited to, the indemnification and confidentiality obligations, and the obligations related to receipt of subpoenas or court orders, shall survive any such expiration or termination.

3.6 Independent Contractors and Subcontracting

3.6.1 Use of Contractors. Contractor is aware of statutory and case law regarding classification of workers as independent contractors, including California Labor Code Section 2750.3 and Dynamex Operations West, Inc. v. Superior Court, 4 Cal. 5th 903 (2018). To ensure that Contractor is in compliance with the California Labor Code, Contractor shall only utilize its employees to provide the Services. Contractor may not provide the services through any independent contractor, subcontractor or subconsultant (“Subcontractor(s)”) unless approved by the City as set forth in Section 3.6.2 below. Contractor represents and warrants that all personnel who perform the Services on Contractor’s behalf are Contractor’s employees, and that Contractor complies with all applicable laws, rules and regulations governing its employees, including, but not limited to, the California Labor Code, Unemployment Insurance Code and all applicable Industrial Welfare Commission Wage Orders.

3.6.2 Prior Approval Required. Contractor shall not use any Subcontractor to provide the Services, or any portion of the work required by this Agreement, without prior written approval of City. In the event that City authorizes Contractor to use a Subcontractor, Contractor shall enter into a written agreement with the Subcontractor, which must include all applicable provisions of the Agreement, including a restriction on the Subcontractor’s use of further independent contractors, subcontractors or subconsultants without the City’s prior written consent.
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FOR AGREEMENT

SIGNATURE PAGE FOR AGREEMENT

FOR GENERAL SERVICES

BETWEEN THE CITY OF SIGNAL HILL
AND [***VENDOR/CONTRACTOR NAME***]
IN WITNESS WHEREOF, each of the Parties has caused this Contract to be executed on the day and year first above written.

CITY OF SIGNAL HILL [NAME OF CONTRACTOR]
By:

By:

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

By:
[NAME AND TITLE
By:

City Clerk
APPROVED AS TO FORM:

By:

Best Best & Krieger LLP
City Attorney

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14 EXHIBIT A

SCOPE OF SERVICES
EXHIBIT “A”

SCOPE OF SERVICES
[SCOPE OF SERVICES]
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15 EXHIBIT B

SCHEDULE OF SERVICES
EXHIBIT “B”

SCHEDULE OF SERVICES
[SCHEDULE OF SERVICES]
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16 EXHIBIT C

COMPENSATION
EXHIBIT “C”

COMPENSATION
[RATES & AUTHORIZED REIMBURSABLE EXPENSES]
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17 EXHIBIT D

ACKNOWLEDGMENT
EXHIBIT “D”

ACKNOWLEDGMENT OF EMPLOYMENT RELATIONSHIP
[**CONTRACTOR **] (_________[Initials]) provides Customized Drone Show services for its public agency clients. One of _________[Initials] clients is the City of Signal Hill (“City”). _________[Initials] and the City are parties to a General Services Agreement (“Agreement”), pursuant to which _________[Initials] provides a variety of services to the City as called for in the Agreement (“Services”).

In connection with _________[Initials]’s performance of the Agreement, it assigns its employees to provide the Services. Because _________[Initials] has assigned you as one of its employees who will provide the Services, which may include working out of the City’s offices or utilizing the City’s resources, it is important that you understand that you are an employee of _________[Initials], and not an employee of the City.

By signing below, you acknowledge and agree to the following:
 You are an employee of _________[Initials]. _________[Initials] will set your working days and hours, set your assignments (which may be with entities other than City), evaluate your performance, handle disciplinary matters, pay your wages, and provide any required or offered benefits.
 You are not an employee of the City. The City does not set your working days or hours, evaluate your performance, handle disciplinary matters, pay your wages, or provide any benefits of any kind.
 By providing the Services on behalf of _________[Initials], neither you or the City intend to create an employment relationship as between you and the City.  The City may provide general instructions to you regarding the results or objectives it wants achieved in connection with the Services. However, only _________[Initials] may instruct you on the manner or means by which you provide such Services.  If you believe the City is attempting to control the manner or means by which you provide the Services, or otherwise exercise control over you beyond the setting of objectives, goals or deadlines, you must immediately notify _________[Initials].

Signature:

Print:

Date: