REQUEST FOR PROPOSALS (RFP) FOR. City of Signal Hill. SCE Street Light Purchase and LED Conversion. Analysis

Transcription

1 Attachment A REQUEST FOR PROPOSALS (RFP) FOR City of Signal Hill SCE Street Light Purchase and LED Conversion Analysis Proposals Due: November 7, 2016, 4:00 PM

2 Table of Contents I. OBJECTIVE II. PROJECT LOCATION AND DESCRIPTION III. SCOPE OF SERVICES IV. ITEMS & SERVICES TO BE PROVIDED BY THE CITY OF SIGNAL HILL V. PRE-PROPOSAL CONFERENCE/QUESTIONS VI. PROPOSAL SUBMITTAL REQUIREMENTS A. Acceptance of Submittals B. Information to be submitted VII. FEE PROPOSAL REQUIREMENTS VIII. INTERVIEW IX. SELECTION PROCESS X. GENERAL CONDITIONS A. Signature B. Addenda C. Request for Clarifications D. Sample Contract Service Agreement E. Other Considerations F. Business License Required ATTACHMENTS

3 REQUEST FOR PROPOSALS (RFP) FOR City of Signal Hill SCE Street Light Purchase and LED Conversion Analysis I. OBJECTIVE The City wishes to conduct a detailed audit of SCE-owned street lights for the potential purchase of Southern California Edison (SCE) street lights and estimate the capital costs to upgrade the system, including long term operation and maintenance costs. The City of Signal Hill (City) is soliciting qualified street lighting and energy conservation consultants capable of providing: Analysis of valuation, total project costs and cost recovery, including recommendations related to rebates, financing and grants (Phase 1). LED conversion analysis, assistance, and LED conversion project request for proposals design specifications (Phase 2). Street light investment grade audit and financial analysis and report (Phase 3). The City has developed the following Request for Proposals (RFP) to adhere to the intent and processes of California Public Utilities Code 851. The City is soliciting consultants who will assist the City in procuring street lights and reducing utility costs. The City requests that all interested consultants submit a Fee Proposal to complete all listed items and any other item that may be necessary to assist the City in accomplishing this request as described herein. II. PROJECT LOCATION AND DESCRIPTION: The City of Signal Hill is located south of Los Angeles in southern Los Angeles County, and is surrounded by the City of Long Beach. The City is approximately 2.2 square miles in size with a population of 11,465. The City s street lighting network consists of a mix of City street lights and Southern California Edison (SCE) street lights. There are a total of approximately 1,283 SCE-

4 Request for Proposals Library Construction Services Page 2 owned street lights in the City. Energy usage and costs from existing street light operations are on the order of 809,193 kwh per year and $230,371 per year. III. SCOPE OF SERVICES Phase 1: Initial Valuation and Street Light Assessment The City and the selected firm shall evaluate and determine a Project Goal which is defined as the initial and long term annual savings to the City resulting from the acquisition and High Pressure Sodium Vapor (HPSV) to Light Emitting Diode (LED) (or other approved energy efficient technology) retrofits of the SCE-owned municipal street lights. The estimated annual savings will be calculated as the total annual reduction in the billed cost of street light service from SCE plus any rebate/incentive from retrofitting, less any debt service associated with the acquisition of the municipal street lights from SCE and the HPSV to LED (or other approved energy efficient technology) retrofit. The selected firm shall act in the City s best interest and determine if a valid representative sampling of street lights was utilized, and evaluate all records used by SCE in establishing its maximum-not-to-exceed valuation. The selected firm shall: 1. Develop and document an independent initial assessment of Replacement Cost New Less Depreciation (RCNLD) valuation based on the City s audit data, information provided by SCE, Public Utilities Commission (PUC) and public records. 2. Upon completion of the initial analysis and cost benefit determination, the City will review the assessment and documentation to determine whether to proceed with the next phase. In the event the City chooses not to proceed, the proposer will be compensated for Phase 1 based on costs established in the proposal. 3. Phase 1 Deliverables a. Develop and document an independent initial assessment of the SCE provided RCNLD valuation using the City s available data, including determination of fair market value and negotiation on behalf of the City. b. Create Financial Analysis estimating existing costs, payback period, projected total project cost, per unit replacement cost and use to estimate savings annually and over a 20 year span. If City chooses to complete acquisition, the contract firm will coordinate as necessary to ensure a successful acquisition of the street lighting system including final valuation and negotiation in Phases 2 & 3.

5 Request for Proposals Library Construction Services Page 3 Phase 2: Final Valuation, Audit, and Lighting Assessment The consultant shall coordinate all efforts associated with completion of SCE s final valuation of the SCE-owned municipal street lights within the City of Signal Hill. It is assumed the final valuation by SCE will be based on an assessment of a representative sample of the entire system or approximately 1,283 street lights. The selected firm shall act in the City s best interest and shall ensure that a complete inventory of street lights is identified, and shall correlate all records used by SCE in establishing its final fair market valuation of lights available for purchase. 1. Task 1 Inventory and Audit of SCE-Owned (LS-1) and City-Owned (LS-2) Street Lights a. Perform a comprehensive GIS/GPS audit of all SCE and City-owned street lights; audit shall include pole type, id number, pole age, fixture type and wattage, and damage assessment for comparison with the sample and fixture information by SCE in its final valuation. b. Perform data analyses reconciling audit data with SCE LS-1 data to identify LS-1 billing inaccuracies. c. Accompany SCE and represent the City during SCE s final survey and study of the street light system to ensure that all parties agree on the facts associated with the final SCE valuation if necessary. d. Assess cut-over costs from the SCE system including fees and physical cut-over requirements (i.e., identification tags, lockouts, fuse kits etc.). 2. Task 2 LS-1 Conversion Specification a. Identify LED conversion specifications and costs including consideration of under-lit and over-lit areas of the City and recommend street light installations/removals meeting minimum safe night-time lighting standards. b. Develop proposal specifications for LED conversion project including: i. Fixture, spread, wattage and lumen requirements. ii. Power and electrical modifications, if any. iii. Map and GIS data. iv. Cut-over work requirements. v. Work standards. vi. New installations and removals. 3. Phase 2 Deliverables a. Receive input at two workshops on LED colors, brightness, spread and steps to minimize light pollution for inclusion in specification b. Street light inventory and fixture report c. GIS data file d. Reconciliation report and final valuation recommendation e. Cut-over cost detail report f. LED conversion project proposal specification g. Street light system maintenance proposal specification

6 Request for Proposals Library Construction Services Page 4 Phase 3: Street light Financial Analysis and Transfer In this phase, the selected firm will perform a financial evaluation. 1. Task 1 Cost Analysis and Financing Report a. Determine current City costs for street lights, including energy, distribution, tariffs, etc. b. Determine the financing cost to acquire, convert, energize, maintain, improve, and cover liability (proposed costs) c. Comparison Analysis identify positive cash flow savings or system efficiency or both. d. Identify alternative sources of funding, grants and rebates available to the City. 2. Task 2 Ownership Transfer and LED Conversion and Maintenance Coordinate acquisition of street light system from SCE including, development of acquisition transfer strategy, and review of all associated paperwork and logistics including final inspection, acceptance and CPUC documentation and coordination. If the City chooses to complete the street light acquisition and transfer, Phase 3, Task 2, above, will be completed as part of this contract in parallel with LED conversion and maintenance proposal solicitations. Consultant is responsible for ensuring the design meets City standards, including ensuring that street lights meet all applicable design standards. In addition, consultant is responsible for designing the system in a manner that minimizes any adverse impacts to the community and the environment. Consultant is responsible for coordinating with the City s Planning Division to comply with applicable planning and zoning standards as well as compliance with the California Environmental Quality Act (CEQA). IV. ITEMS & SERVICES TO BE PROVIDED BY THE CITY OF SIGNAL HILL The City will provide copies of our records regarding City owned street light facilities and any available plans of existing related improvements. It is not certain that record drawings for all existing improvements are available, and the City provides no warranty that that is the case. 1. The City will provide consultant with a list of all the City street light facilities. 2. The City will provide consultant with the City utility usage data and other reasonably available information requested by the consultant to perform the analysis. 3. The City will provide consultant with the SCE Street Light Evaluation report.

7 Request for Proposal Street Light Purchase Support September 2016 Page 5 V. PRE-PROPOSAL CONFERENCE/QUESTIONS The City will not be conducting a pre-proposal conference as part of this RFP process. Questions regarding the RFP can be sent to Travis Brooks at tbrooks@cityofsignalhill.org or at (562) Questions concerning information already contained in this RFP will be answered in writing. Questions requiring clarification or additional information will be addressed in an addendum to this RFP. VI. PROPOSAL SUBMITTAL REQUIREMENTS A. Acceptance of Submittals The City will accept Proposals until 4:00 PM November 7, The Proposal shall be submitted to: Travis Books Management Analyst City of Signal Hill 2175 Cherry Avenue Signal Hill, California Please submit one (1) original and four (4) copies of the Consultant s Proposal. Proposals received after the date and time listed above will not be accepted or considered for this Project. B. Information to be Submitted Proposals shall be limited to 25 pages, excluding proposal cover, cover letter, table of contents, and dividers. The following information shall be provided in the format specified below. o Cover Letter o Work Plan o Work Schedule o Organization Chart/Staffing Plan o Company Qualification o References o Insurance Requirements o Sealed Fee Proposal Cover Letter: Cover letter shall not exceed two pages. It shall provide an executive summary of the proposal. Table of Contents: The table of contents shall list the following sections with page numbers and information in each section shall be provided as indicated below:

8 Request for Proposal Street Light Purchase Support October 2016 Page 6 Work Plan: Provide a description of your firm s understanding of the project and a detailed scope of services. Indicate your firm s approach to the project for ensuring quality and fiscal responsibility, and to complete the work in compliance with contract documents, City s standards, all applicable rules, regulations, standards, and requirements. Staffing Plan: Provide an organizational chart showing the names and responsibilities of key personnel. Identify the individual(s) authorized to negotiate the contract on behalf of the consulting firm and the consultant s project manager. The City is looking for a qualified team that can provide turn-key services, and be the single Point of Contact and the Responsible Party representing the City in all aspects of the project. The consultant team must clearly demonstrate and document the following minimum criteria: Representative experience in California street light valuation, purchase negotiations and legal expertise acquiring municipal street lights from investor owned utilities. Experience with electrical service requirements and Applicant Design Standards and expertise in finding technical and policy solutions to convert LS-1 to LS-2A or LS-2B service. A list and description of qualified personnel and resources available to accomplish the tasks listed in the proposed scope of work. Experience with identifying and securing cost-effective financing, incentives and utility rebates. Work Schedule and Proposed Effort: Provide a project work schedule with milestone dates in accordance with the RFP requirements. Consultant shall include a breakdown of the hourly effort of involved personnel across both Phase 1 and Phase 3 (and associated tasks) as noted below. Consultant shall include the anticipated level of effort in determine the cost per pole as required for phase 2 work. Phase Phase 1 Initial Assessment Phase 2, Task 1 100% Audit Phase 2, Task 2 Selected Conversion Specification Phase 3, Task 1 Phase 3, Task 2 Billing Unit Hourly not-to-exceed Cost per pole Cost per pole Hourly not-to-exceed Hourly not-to-exceed

9 Request for Proposal Street Light Purchase Support October 2016 Page 7 Company Qualifications: Provide a summary of your firm s qualifications, including background and experience. Please indicate your firm s experience in undertaking similar projects and the experience of the team proposed for this project. References: Consultant should provide a minimum of five (5) references from similar projects performed for state and/or large local government clients within the last three years. Information provided shall include: Client name Project description Project dates (starting and ending) Technical environment Staff assigned to reference engagement that will be designated for work per this RFP Client project manager name and telephone number Insurance requirements: The consultant shall review the City s attached sample contract agreement and insurance requirements. The proposal shall specify that consultant will meet the insurance requirements and execute contract if selected. Fee Proposal: A Fee Proposal shall be submitted in a separate, sealed envelope and marked as Fee Proposal along with the name of the project. The information and detail included in the fee proposal shall conform to the provisions of Section VII., Fee Proposal Requirements, of this RFP. Prior to 4:00 p.m. on Monday, November 7, 2016, complete package must be delivered to: The City of Signal Hill Attn: Travis Brooks 2175 Cherry Avenue Signal Hill, CA (562) Submittals which do not contain the requisite number of copies and all the information requested in the RFP may be considered non-responsive and rejected without evaluation. Submittals received after the deadline or at the wrong location will be considered nonresponsive. Fax copies will not be accepted.

10 Request for Proposal Street Light Purchase Support October 2016 Page 8 VII. FEE PROPOSAL VIII. Please note that the City intends to obtain the financial evaluation in (Phase 1 work) at a minimum. The City Council shall use the finding from this financial evaluation to determine if the project team will continue and proceed with completion of the Phase 2 work and Phase 3 work. The consultant must consider this in preparing the fee proposal for this project. In addition, the consultant shall take into consideration the following: 1. Compensation for services provided for Phase 1 and Phase 3 work shall be on a time and materials not-to-exceed amount. 2. Compensation for Phase 2 work shall be based on a cost per pole basis 3. A work plan, together with a breakdown of labor hours by employee billing classification, together with the cost of non-labor and sub-consultant services shall be included with the fee proposal. The labor breakdown shall be compiled by project phases and be based on a listing of work tasks that correlates with the consultant s defined scope of work for the project proposal. This information will be used by City staff to evaluate the reasonableness of the fee proposal and may be used in negotiating the final fee amounts for the contract agreement. The City will negotiate the final fee with the top ranked consultant. 4. The consultant s standard billing rates for all classifications of staff likely to be involved in the project shall be included with the fee proposal along with the mark-up rate for any nonlabor expenses and sub-consultants. INTERVIEW Top ranked consultant teams may be interviewed by the selection committee. Proposed key personnel (up to four) from the Project Team may be requested to present the teams qualifications at an interview. The interview format will consist of a 10 minute presentation given by the consultant (PowerPoint optional) followed by a 30 minute round table discussion (questions and answers led by the panel). IX. SELECTION CRITERIA The Technical portion of the Proposals will be evaluated using the following key criteria: Depending on the number of proposals received, the highest ranking proposals may be asked to come in for an interview. After a consultant is selected, the Engineering Division will initiate a final contract negotiation. If an agreement on the fee cannot be reached, the City reserves the right to end negotiations and enter into negotiations with another submitted proposal.

11 Request for Proposal Street Light Purchase Support October 2016 Page 9 Criteria: Point Value: Proposal Responsiveness 5 Demonstrated understanding of the project requirements, including identification of critical elements and key issues. 25 CM Team s Technical Expertise and Experience related to similar kinds of work 30 Firm s Financial Responsibility 10 Results of reference checks. 15 Reasonableness of Fee 15 Total Possible Points 100 X. PROJECT SCHEDULE: Provide a project timeline identifying various milestones your firm will intend to meet to complete this project. It is anticipated the City will be required to make a decision to proceed with the purchase of SCE street lights no later than March, However, the estimated milestones to meet that deadline are: GENERAL CONDITIONS Contract Award November 22, 2016 Notice to Proceed December 2, 2016 Phase 1 December 20, 2016 Phase 2 January 13, 2016 Phase 3, Task 1 January 30, 2017 Phase 3, Task 2 June 30, 2017 A. Signature The Proposal shall be signed by an individual authorized to bind the consultant. B. Request for Clarifications Submit requests for clarification to Travis Books at tbrooks@cityofsignalhill.org. If the inquiry warrants an Addendum one will be issued. C. Addenda Any Addendum will be sent via to the company contact.

12 Request for Proposal Street Light Purchase Support October 2016 Page 10 D. Contract Services Agreement A sample copy of the City's Contract Services Agreement is included as Exhibit A with this RFP. Please review the Agreement carefully. These are the general requirements and clauses the City will expect to be in the Final Agreement. At the time of contract execution, the consultant will be required to have a City of Signal Hill business license and provide evidence of insurance coverage (Certificates of Insurance) as specified in the agreement. E. Other Considerations: The City shall not be liable for any pre-contractual expenses incurred by any firm considering submitting a proposal in response to this RFP. The City reserves the right to accept or reject any and all proposals, or any part of, or waive any informalities or irregularities. The City reserves the right to withdraw, to cancel this RFP at any time without prior notice and the City makes no representations that any contract will be awarded to any firm responding this RFP. The submission of a proposal shall be conclusive evidence that the consultant has investigated and satisfied themselves as to the conditions to be encountered, the character, quality and scope of work to be performed, and any municipal ordinance requirements of the City of Signal Hill. F. Business License Required The Signal Hill Municipal Code requires all businesses operating in the City to pay a business license tax. For more information, go to

13 Exhibit A CITY OF SIGNAL HILL SAMPLE CONTRACT SERVICES AGREEMENT FOR PROJECT THIS CONTRACT SERVICES AGREEMENT (herein Agreement ), is made and entered into this day of 20, by and between the CITY OF SIGNAL HILL, a municipal corporation (herein City ), and Company, (herein Contractor or Consultant ). (The term Contractor includes professionals performing in a consulting capacity.) The parties hereto agree as follows: SERVICES OF CONTRACTOR Scope of Services. In compliance with all terms and conditions of this Agreement, the Contractor shall provide those services specified in the Scope of Services as describe and attached hereto as Exhibit A and incorporated herein by this reference, which services may be referred to herein as the services or work hereunder. As a material inducement to the City entering into this Agreement, Contractor represents and warrants that Contractor is a provider of first class work and services and Contractor is experienced in performing the work and services contemplated herein and, in light of such status and experience, Contractor covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be of good quality, fit for the purpose intended. For purposes of this Agreement, the phrase highest professional standards shall mean those standards of practice recognized by one or more first-class firms performing similar work under similar circumstances. Contractor s Proposal. The Scope of Service shall include the Contractor s proposal submitted in response to the City s Request for Proposals which shall be incorporated herein by this reference as though fully set forth herein. In the event of any inconsistency between the terms of such proposal and this Agreement, the terms of this Agreement shall govern. Compliance with Law. All services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental agency having jurisdiction in effect at the time service is rendered. Licenses, Permits, Fees and Assessments. Contractor shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Contractor shall have the sole obligation to pay for any fees,

14 assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Contractor s performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City against any such fees, assessments, taxes penalties or interest levied, assessed or imposed against City hereunder. Familiarity with Work. By executing this Contract, Contractor warrants that Contractor (a) has thoroughly investigated and considered the scope of services to be performed, (b) has carefully considered how the services should be performed, and (c) fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. If the services involve work upon any site, Contractor warrants that Contractor has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder. Should the Contractor discover any latent or unknown conditions, which will materially affect the performance of the services hereunder, Contractor shall immediately inform the City of such fact and shall not proceed except at Contractor s risk until written instructions are received from the Contract Officer. Care of Work. The Contractor shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as may be caused by City s own negligence. Further Responsibilities of Parties. Both parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible for the service of the other. Additional Services. City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written order is first given by the Contract Officer to the Contractor, incorporating therein any adjustment in (i) the Contract Sum, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Contractor. Any increase in compensation of up to five percent (5%) of the Contract Sum or $25,000, whichever is less; or in the time to perform of up to one hundred eighty (180) days may be approved by the Contract Officer. Any greater

15 increases, taken either separately or cumulatively must be approved by the City Council. It is expressly understood by Contractor that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services or reasonably contemplated therein. Contractor hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Contractor anticipates and that Contractor shall not be entitled to additional compensation therefor. Special Requirements. Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the Special Requirements attached hereto as Exhibit B and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit B and any other provisions of this Agreement, the provisions of Exhibit B shall govern. COMPENSATION Contract Sum. For the services rendered pursuant to this Agreement, the Contractor shall be compensated in accordance with the Schedule of Compensation attached hereto as Exhibit C and incorporated herein by this reference, but not exceeding the maximum contract amount of AMOUNT IN WORDS ($amount in numbers) (herein Contract Sum ), except as provided in Section 1.8. The method of compensation may include: (i) a lump sum payment upon completion, (ii) payment in accordance with the percentage of completion of the services, (iii) payment for time and materials based upon the Contractor s rates as specified in the Schedule of Compensation, but not exceeding the Contract Sum or (iv) such other methods as may be specified in the Schedule of Compensation. Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expense, transportation expense approved by the Contract Officer in advance, and no other expenses and only if specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Contractor at all project meetings reasonably deemed necessary by the City; Contractor shall not be entitled to any additional compensation for attending said meetings. Method of Payments. Unless some other method of payment is specified in the Schedule of Compensation, in any month in which Contractor wishes to receive payment, no later than the first (1st) working day of such month, Contractor shall submit to the City in the form approved by the City s Director of Finance, an invoice for services rendered prior to the date of the invoice. Except as provided in Section 7.3, City shall pay Contractor for all expenses stated thereon which are approved by City pursuant to this Agreement no later than the last working day of the month.

16 PERFORMANCE SCHEDULE Time of Essence. Time is of the essence in the performance of this Agreement. Schedule of Performance. Contractor shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the Schedule of Performance attached hereto as Exhibit D, if any, and incorporated herein by this reference. When requested by the Contractor, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer but not exceeding one hundred eighty (240) days cumulatively. Force Majeure. The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Contractor, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Contractor shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer s determination shall be final and conclusive upon the parties to this Agreement. In no event shall Contractor be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Contractor s sole remedy being extension of the Agreement pursuant to this Section. Term. Unless earlier terminated in accordance with Section 7.8 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding one (1) year from the date hereof, except as otherwise provided in the Schedule of Performance.

17 COORDINATION OF WORK Representative of Contractor. The following principals of Contractor are hereby designated as being the principals, representatives, and project managers of Contractor authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith: Company Principal Title Company Name It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principals were a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principals shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the services hereunder. For purposes of this Agreement, the foregoing principals may not be replaced nor may their responsibilities be substantially reduced by Contractor without the express written approval of City. Contract Officer. The Contract Officer shall be Steve Myrter, P.E., Public Works Director, or such other person as may be designated by the City Manager of City. It shall be the Contractor s responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Contractor shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement. Prohibition Against Subcontracting or Assignment. The experience, knowledge, capability and reputation of Contractor, its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Contractor shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Contractor, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release the Contractor or any surety of Contractor of any liability hereunder without the express consent of City.

18 Independent Contractor. Neither the City nor any of its employees shall have any control over the manner, mode or means by which Contractor, its agents or employees, perform the services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or control of Contractor s employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. Contractor shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Contractor in its business or otherwise or a joint venturer or a member of any joint enterprise with Contractor. INSURANCE, INDEMNIFICATION AND BONDS Insurance. The Contractor shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extension thereof, the following policies of insurance: Comprehensive General Liability Insurance. A policy of comprehensive general liability insurance written on a per occurrence basis. If the Contract Sum is $25, or less, the policy of insurance shall be written in an amount not less than either (i) a combined single limit of $500, or (ii) bodily injury limits of $250, per person, $500, per occurrence and $500, products and completed operations and property damage limits of $100, per occurrence and $100, in the aggregate. If the Contract Sum is greater than $25, but less than or equal to $100,000.00, the policy of insurance shall be in an amount not less than either (i) a combined single limit of $1,000, for bodily injury, death and property damage or (ii) bodily injury limits of $500, per person, $1,000, per occurrence and $1,000, products and completed operations and property damage limits of $500, per occurrence and $500, in the aggregate. If the Contract Sum is greater than $100,000.00, the policy of insurance shall be in an amount not less than $5,000, combined single limit. Worker s Compensation Insurance. A policy of worker s compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for both the Contractor and the City against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by the Contractor in the course of carrying out the work or services contemplated in this Agreement.

19 Automotive Insurance. A policy of comprehensive automobile liability insurance written on a per occurrence basis in an amount not less than either (i) bodily injury liability limits of $250, per person and $500, per occurrence and property damage liability limits of $100, per occurrence and $250, in the aggregate or (ii) combined single limit liability of $500, Said policy shall include coverage for owned, non-owned, leased and hired cars. Additional Insurance. Policies of such other insurance, including professional liability insurance, as may be required in the Special Requirements. All of the above policies of insurance shall be primary insurance and shall name the City, its officers, employees and agents as additional insureds. The insurer shall waive all rights of subrogation and contribution it may have against the City, its officers, employees and agents and their respective insurers. All of said policies of insurance shall provide that said insurance may not be amended or cancelled without providing thirty (30) days prior written notice by registered mail to the City. In the event any of said policies of insurance are cancelled, the Contractor shall, prior to the cancellation date, submit new evidence of insurance in conformance with this Section 5.1 to the Contract Officer. No work or services under this Agreement shall commence until the Contractor has provided the City with Certificates of Insurance or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by the City. All certificates shall name the City as additional insured (providing the appropriate endorsement) and shall conform to the following cancellation notice: CANCELLATION: SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATED THEREOF, THE ISSUING COMPANY SHALL MAIL THIRTY (30)-DAY ADVANCE WRITTEN NOTICE TO CERTIFICATE HOLDER NAMED HEREIN. [to be initialed] Agent Initials The Contractor agrees that the provisions of this Section 5.1 shall not be construed as limiting in any way the extent to which the Contractor may be held responsible for the payment of damages to any persons or property resulting from the Contractor s activities or the activities of any person or persons for which the Contractor is otherwise responsible. In the event the Contractor subcontracts any portion of the work in compliance with Section 4.3 of this Agreement, the contract between the Contractor and such subcontractor shall require the subcontractor to maintain the same policies of insurance that the Contractor is required to maintain pursuant to this Section 5.1.

20 Indemnification. Contractor agrees to indemnify the City, its officers, agents and employees against, and will hold and save them and each of them harmless from, any and all actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities, (herein claims or liabilities ) that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities of Contractor, its agents, employees, subcontractors, or invitees, provided for herein, or arising from the negligent acts or omissions of Contractor hereunder, or arising from Contractor s negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, whether or not there is concurrent passive or active negligence on the part of the City, its officers, agents or employees but excluding such claims or liabilities arising from the sole negligence or willful misconduct of the City, its officers, agents or employees, who are directly responsible to the City, and in connection therewith: Contractor will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys fees incurred in connection therewith; Contractor will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Contractor hereunder; and Contractor agrees to save and hold the City, its officers, agents, and employees harmless therefrom; In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Contractor for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Contractor hereunder, Contractor agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys fees. Performance Bond. Concurrently with execution of this Agreement, Contractor shall deliver to City a performance bond in the sum of the amount of this Agreement, in the form provided by the City Clerk, which secures the faithful performance of this Agreement, unless such requirement is waived by the Contract Officer. The bond shall contain the original notarized signature of an authorized officer of the surety and affixed thereto shall be a certified and current copy of his power of attorney. The bond shall be unconditional and remain in force during the entire term of the Agreement and shall be null and void only if the Contractor promptly and faithfully performs all terms and conditions of this Agreement.

21 Sufficiency of Insurer or Surety. Insurance or bonds required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated A or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the Risk Manager of the City due to unique circumstances. In the event the Risk Manager of City ( Risk Manager ) determines that the work or services to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Contractor agrees that the minimum limits of the insurance policies and the performance bond required by this Section 5 may be changed accordingly upon receipt of written notice from the Risk Manager; provided that the Contractor shall have the right to appeal a determination of increased coverage by the Risk Manager to the City Council of City within 10 days of receipt of notice from the Risk Manager. RECORDS AND REPORTS Reports. Contractor shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require. Contractor hereby acknowledges that the City is greatly concerned about the cost of work and services to be performed pursuant to this Agreement. For this reason, Contractor agrees that if Contractor becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services contemplated herein or, if Contractor is providing design services, the cost of the project being designed, Contractor shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto and, if Contractor is providing design services, the estimated increased or decreased cost estimate for the project being designed. Records. Contractor shall keep, and require subcontractors to keep, such books and records as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records. Such records shall be maintained for a period of three (3) years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required.

22 Ownership of Documents. All drawings, specifications, reports, records, documents and other materials prepared by Contractor, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Contractor shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership of the documents and materials hereunder. Any use of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Contractor will be at the City s sole risk and without liability to Contractor, and the City shall indemnify the Contractor for all damages resulting therefrom. Contractor may retain copies of such documents for its own use. Contractor shall have an unrestricted right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Contractor fails to secure such assignment, Contractor shall indemnify City for all damages resulting therefrom. Release of Documents. The drawings, specifications, reports, records, documents and other materials prepared by Contractor in the performance of services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer. ENFORCEMENT OF AGREEMENT California Law. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, /claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California, or any other appropriate court in such county, and Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 7.2 Disputes. In the event of any dispute arising under this Agreement, the injured party shall notify the injuring party in writing of its contentions by submitting a claim therefor. The injured party shall continue performing its obligations hereunder so long as the injuring party commences to cure such default within ten (10) days of service of such notice and completes the cure of such default within forty-five (45) days after service of the notice, or such longer period as may be permitted by the injured party; provided that if the default is an immediate danger to the health, safety and general welfare, such immediate action may be necessary. Compliance with the provisions of this Section shall be a condition precedent to termination of this Agreement for cause and to any legal action, and such compliance shall not be a waiver of any party s right to take legal action in the event that

23 the dispute is not cured, provided that nothing herein shall limit City s or the Contractor s right to terminate this Agreement without cause pursuant to Section 7.8. Retention of Funds. Contractor hereby authorizes City to deduct from any amount payable to Contractor (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by reason of Contractor s acts or omissions in performing or failing to perform Contractor s obligation under this Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by Contractor, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of the Contractor to insure, indemnify, and protect City as elsewhere provided herein. Waiver. No delay or omission in the exercise of any right or remedy by a non-defaulting party on any default shall impair such right or remedy or be construed as a waiver. A party s consent to or approval of any act by the other party requiring the party s consent or approval shall not be deemed to waive or render unnecessary the other party s consent to or approval of any subsequent act. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. Legal Action. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. Liquidated Damages. Since the determination of actual damages for any delay in performance of this Agreement would be extremely difficult or impractical to determine in the event of a breach