Parties interested in obtaining a Request for Proposals (RFP) Package (at no cost) should contact the:

Transcription

1 NOTICE OF REQUEST FOR PROPOSALS FOR SERVICES FOR THE ADMINISTRATION AND COORDINATION OF THE USED OIL RECYCLING PROGRAM AND BEVERAGE CONTAINER RECYCLING PROGRAM FOR THE CITY OF BELLFLOWER NOTICE IS HEREBY GIVEN that the (City) will receive proposals for providing Consultant Services for the Administration and Coordination of the Used Oil Recycling Program and Beverage Container Recycling Program for the. Proposals will be received at the City Hall Reception Desk, Civic Center Drive, Bellflower, California, until 4:30 p.m. on Thursday, November 2, All proposals must be clearly marked, CITY OF BELLFLOWER USED OIL RECYCLING PROGRAM AND BEVERAGE CONTAINER RECYCLING PROGRAM PROPOSAL, and will be delivered during the business hours of 8:30 a.m. to 4:30 p.m., Monday through Friday, except holidays and those Fridays on which City Hall is closed, to the City Hall Reception Desk. POSTMARKS WILL NOT BE ACCEPTED. Failure of, or disturbances in any mail service is not a legitimate reason for proposals submitted after the above due date. s and facsimiles will not be accepted. The City may extend the deadline at its option. Submit three (3) copies of your Proposal. It should be understood that the final fee will be negotiated with the City. As part of the Cost Proposal, please provide a breakdown of the fee by labor hours and reimbursables. All submitted proposals will be reviewed and analyzed by City staff and the proposals which best meet the City s needs will be selected for further analysis and negotiation. The City reserves the right, in its sole discretion during the selection process, to reject any or all proposals or any portion without exception or explanation. Parties interested in obtaining a Request for Proposals (RFP) Package (at no cost) should contact the: Public Works Department 9944 Flora Vista Street Bellflower, CA (562) x2285 For questions regarding this RFP you may contact the Bernardo Iniguez, Public Works Manager, at , extension Page 1 of 10

2 Notice of Request for Proposals for Used Oil Recycling Program and Beverage Container Recycling Program Page 2 of BACKGROUND The is soliciting proposals to retain the services of a consultant to assist with the administration and coordination of the City s Used Oil Recycling and Used Beverage Container Recycling Programs. Both Programs are funded by the Department of Resources Recycling and Recovery (CalRecycle). The consultant will report directly to the Public Works Manager. Tasks for the Used Oil Recycling Program include several community outreach events, materials, and supplies, with a focus on the collection of used oil filters. Tasks for the Used Beverage Container Program include outreach through elementary school presentations and production of a 2019 Community Recycling Awareness Calendar, an elementary school recycling competition, and other forms of community outreach and promotion PROPOSAL DUE DATE: Thursday, November 2, 2017 at 4:30 p.m. 2.0 SCOPE OF WORK: USED OIL RECYCLING PROGRAM 2.1 CERTIFIED USED OIL COLLECTION CENTER SITE VISITS Consultant will verify the continuing participation of the existing Bellflower businesses registered as Certified Used Oil Collection Centers. This verification will include on-site visits to each Used Oil Collection Center to check on their participation and adherence to all the Used Oil Recycling program regulations. During these visits Consultant will also answer any questions the operators may have and assist them with any program related problems they may be experiencing. In addition, Consultant will contact the Used Oil Collection Centers on a regular basis to gather statistical information about the number of customers bringing in used oil and the total amount of oil collected. CalRecycle allows cities to use grant funds for up to two Certified Center site visits per year. Consultant will use the second visit each year to complete the CalRecycle required Site Visit Report for inclusion with the City's Used Oil Annual Report. 2.2 NATIONWIDE EARTH911 ENVIRONMENTAL DATABASE Consultant will maintain an accurate listing of the City's Used Oil Collection Centers in the nationwide Earth911 environmental database. The Earth911 toll-free phone number, 1800CLEANUP, will appear on all program advertising and educational and promotional materials. 2.3 LOCATING AND ASSISTING PROSPECTIVE USED OIL COLLECTION CENTERS Consultant will identify and mail letters soliciting other appropriate businesses in the City to join the network of Used Oil Collection Centers. The goal will be to locate a Used Oil Collection Center within one half (1/2) mile of each resident in the. If a business meets the requirements of the program and if the owner expresses a willingness to join the City's network of collection centers, Consultant will assist the business in registering with the State to become a Certified Used Oil Collection Center.

3 Notice of Request for Proposals for Used Oil Recycling Program and Beverage Container Recycling Program Page 3 of PUBLIC EDUCATION AND PROMOTIONAL ACTIVITIES Consultant will set up and staff a Used Oil Recycling booth at the following events: A. Earth Day Celebration - April 2018 B. Chamber of Commerce Cinco De Mayo Celebration - May 2018 C. Downtown StreetFest - Summer 2018 Bellflower Blvd. D. Car Show - September 2018 E. Other events as they may become available in FYs and At each of the above events, Consultant will distribute a list of Certified Collection Centers in the City and be available to answer any questions from community members. Consultant will also distribute Used Oil Recycling educational materials, examples of which include shop towels, oil funnels, and used oil containers. Prior to purchase, the City will approve proposed educational materials which must comply with Used Oil Recycling Program requirements. Consultant will purchase educational materials and will include the total amount spent on the education materials in an invoice to the City. Consultant will take down booth and clean up following the event. 2.5 USED OIL COLLECTION AND FILTER EXCHANGE EVENTS To increase public awareness of the benefits of recycling used oil filters, Consultant will advertise and conduct two Used Oil Collection and Filter Exchange events in the City. Consultant will coordinate the event with a local Certified Collection Center, making sure to get corporate and property management approval, along with City approval. Consultant will also arrange for newspaper advertisement at least two weeks prior to the event with the Harold American/Wave Newspaper. All ads will be submitted to the City for approval before going to print. At these events, the public may bring their used oil; and if they bring in their used oil filter, they will receive a voucher for one free oil filter on the day of the event, up to a maximum of two filters per resident. Consultant will also create a voucher coupon, customized for the event, to use on the day of the event. Consultant will set up the event booth with appropriate signage and educational materials to give to all participants. Consultant will take down booth and clean up following the event. Consultant will provide the City with a report of the event. 2.6 USED MOTOR OIL RECYCLING ADVERTISING Consultant will run a used motor oil recycling ad monthly in the Harold American/Wave Newspaper. The ad will be a full-page, original design, black and white. The ads will list the Certified Used Oil Collection Centers and will also stress the impact that the improper disposal of used motor oil has on the City's storm drain system and environment. The ads will feature the City and the CalRecycle logos as well as the I-800-CLEANUP phone number. All ads will be reviewed and approved by the City and the CalRecycle grant manager prior to being produced and placed with the local newspaper.

4 Notice of Request for Proposals for Used Oil Recycling Program and Beverage Container Recycling Program Page 4 of LOCAL HIGH SCHOOL AUTO SHOP CLASS PRESENTATIONS Consultant will arrange to go to all the auto shop classes at Bellflower High School and Mayfair High School to conduct a 30-minute used oil recycling presentation about the City's used motor oil recycling program. Consultant will coordinate these presentations with the District and each individual school site. Consultant will design a classroom presentation that focuses on used oil recycling topics. 2.8 COMMUNITY GROUP OUTREACH Consultant will implement a comprehensive outreach to a variety of community groups in the City of Bellflower. The goal is to make the residents aware of the various programs offered by the City for the proper disposal and recycling of used motor oil and filters, and the safe disposal of household hazardous waste and universal waste materials. Consultant will provide staff to give presentations to groups in the City, explaining the used oil program, providing information about storm water pollution prevention, and safe and proper disposal of household hazardous waste and universal waste. Community groups that will be invited to participate include: A. Neighborhood Watch Groups B. Neighborhood associations C. PTA and school groups D. Senior groups and Senior Center classes E. Community service organizations F. Youth and adult athletic leagues At each presentation Consultant will provide educational materials to residents, including flyers and information about any upcoming local environmental events such as hazardous waste round-ups, e-waste collections, compost give-aways, etc. 2.9 USED OIL RECYCLING PROGRAM ADMINISTRATION Consultant will assist City with administration of the Used Oil Recycling Program, including, but not limited to preparation of reimbursement requests to the State, assisting the Certified Centers with administrative compliance issues, and preparation of required status reports as well as end-of-grant final report. Regularly scheduled update meetings will also be held with City to keep City apprised of the progress of the grant tasks. 3.0 SCOPE OF WORK: BEVERAGE CONTAINER RECYCLING PROGRAM 3.1 COMMUNITY EVENT RECYCLING BOOTH Consultant will set up and staff a recycling information booth at local community events. At these events, staff will distribute educational and informational materials instructing residents about recycling programs in the City. The recycling information booths would be in conjunction with the Used Oil Recycling information booths, and will be set up at the following events:

5 Notice of Request for Proposals for Used Oil Recycling Program and Beverage Container Recycling Program Page 5 of 10 A. Tree Lighting Ceremony December 2017 B. Earth Day Celebration - April 2018 C. Downtown StreetFests (4 total) - Summer 2018 D. Car Show - September 2018 Consultant will take down booth and clean up following the event. 3.2 BELLFLOWER UNIFIED SCHOOL DISTRICT RECYCLING PRESENTATIONS Consultant will prepare a 20 to 30 minute recycling presentation that will be given to 5th grade classes at participating schools throughout the Bellflower Unified School District. Consultant will coordinate these presentations with the District and each individual school site. Each presentation will include educational materials to be distributed to each student. The City and the School District will approve all presentation materials, as well as the presentation outline, before any classroom presentations are given. Additionally, the classroom presentations will describe the City's Community Recycling Awareness calendar artwork contest in detail. 3.3 BELLFLOWER UNIFIED SCHOOL DISTRICT ART CONTEST AND CALENDAR Consultant will work with the local Bellflower Unified School District elementary schools and students through an artwork contest. The contest will invite 5th graders at BUSD elementary schools to create a recycling theme artwork that will be used as part of the City's 2019 Community Recycling Awareness calendar. Consultant will provide oversight and coordination for the Community Recycling Awareness Artwork Contest. Tasks include: providing artwork contest entry forms to each classroom at all the participating schools, developing and communicating the requirements, rules, and deadlines to teachers and principals, and coordinate with each school to collect each student's contest artwork. Consultant will secure each student artwork entry and coordinate their judging with City staff. Consultant will select and notify each contest winner, their teacher, and school principal or designee. Consultant will work with City staff to plan and hold a City Council recognition ceremony for the winners of the Community Recycling Awareness Artwork Contest. 3.4 COMMUNITY RECYCLING AWARENESS CALENDAR PRODUCTION Consultant will provide all design work necessary to produce the 's Community Recycling Awareness calendar. This task includes the design of the layout for each calendar month's page, the writing of all the required text, coordination with and approval by the City, and approval by the CalRecycle City/County Recycling Program Manager. a. The calendar will be designed with a focus on the City's bottle and can recycling message. The artwork, text, and layout will all be designed to highlight the City's message about the importance of recycling. Consultant's goal is to produce an educational piece that will reinforce the City's recycling message every day of the year.

6 Notice of Request for Proposals for Used Oil Recycling Program and Beverage Container Recycling Program Page 6 of 10 b. The basic design elements will include: i. Calendar size of 11" x 17". ii. Environmental artwork produced by Bellflower school children, (one each on the cover, "centerfold" section and on each calendar page). iii. A "centerfold" section that includes a description of the City's recycling program, along with useful information about storm drains, proper disposal of Household Hazardous Waste (HHW), and a collection of recycling "fun facts". iv. Each calendar page will include important dates such as Holidays, City events, etc. v. The calendar will also include a list of the bottle and can Recycling Buy Back Centers throughout the City, and provide a map of their locations. c. The calendars will be produced in full color on paper with the maximum recycled content possible. d. Consultant will oversee the production of the calendars. This task includes the production of a color proof prior to the calendar's production. The calendars will not be printed until the City has reviewed and approved the color proof. Additionally, upon completion Consultant will deliver the calendars to the City. 3.5 BEVERAGE CONTAINER RECYCLING PROGRAM ADMINISTRATION Consultant will assist the City with administration of the Beverage Container Recycling Program, including, but not limited to preparation of reimbursement requests to the State, preparation of grant Progress Reports, and preparation of the Program Evaluation Report. 4.0 SELECTION SCHEDULE The City intends to utilize the following planning chart for the timetable and process of evaluating engineering proposals. Request for Proposals released: October 12, 2017 Last day for questions/rfis October 26, 2017 Proposals due (by 4:30 PM): November 2, 2017 City Review of Proposals: November 3-10, 2017 Interview/proposal presentation (if necessary): November 14, 2017 Consultant Selection by: November 15, 2017 City Council Approval of Agreement: November 27, 2017

7 Notice of Request for Proposals for Used Oil Recycling Program and Beverage Container Recycling Program Page 7 of RECYCLING PROGRAM REQUIREMENTS The City intends to utilize funds from the Used Oil Recycling Payment Program (OPP) and Beverage Container Recycling City/County Payment Program, both funded by the Department of Resources Recycling and Recovery (CalRecycle). Consultant must be familiar with all requirements of these funding sources. Consultant will prepare any and all reports and payment requests that may be required for reimbursement purposes. 6.0 DELIVERABLES Deliverables will include: Preparation of Budget Reimbursement Requests to the State Preparation of required Program Status Reports Preparation of the required End-of-Program Final Reports Assisting the Certified Centers with administrative compliance issues Regularly scheduled update meetings with City staff to keep the City apprised of the progress of the grant tasks Program Evaluation Reports 7.0 PROPOSAL FORMAT GUIDELINES Interested consultants are to provide the City with a thorough proposal using the following guidelines: 7.1 COVER The cover should clearly display the title of this RFP, Used Oil Recycling Program and Beverage Container Recycling Program Proposal. Each submittal should have tabs numbered with the following categories: 7.2 EXECUTIVE SUMMARY Provide a cover letter that states the title of the RFP. Include the following information: Primary contact for the submittal Street address(post office boxes are not acceptable) Telephone number Fax number address Web address, if applicable

8 Notice of Request for Proposals for Used Oil Recycling Program and Beverage Container Recycling Program Page 8 of INTRODUCTION Provide general information about your firm including size, scope of practice, years in business, number of employees and office location(s). State the legal name, address and legal structure of your firm. 7.4 PROGRAM TEAM AND MANAGEMENT Organization: This section should include a listing of the staff and management proposed for the Programs as well as a Programs organization chart Prior Experience: Indicate the relevant experience of the firm in undertaking this work. Provide a description of at least five previous Programs or Projects. For each Program or Project, identify the client and client contact, type of funding, and cost Key Staff: Indicate the education, registration, licenses and certifications, background and relevant experience of the individuals principally responsible for the completion of the work. Indicate years with your firm and whether qualifying experience was with your firm. Identify the roles, responsibilities and time commitment of all key staff. Include resumes of key staff. 7.5 APPROACH TO PROJECT State your understanding, approach to the project, proposed methodology and any suggestion for the City. 7.6 SCHEDULE AND HOURS Provide your proposed schedule for completion of the project and estimated hours for each proposed staff person. 7.7 CITY PROVIDED SUPPORT State any support you will require from the City. 7.8 ADMINISTRATIVE REQUIREMENTS Signature: The Proposal will be signed by a company officer authorized to bind the firm and will contain a statement indicating that the proposal is valid for ninety (90) days Questions Regarding the RFP: Please direct any question regarding this RFP in writing to the City s Public Works Manager, Bernardo Iniguez, at biniguez@bellflower.org or via fax at

9 Notice of Request for Proposals for Used Oil Recycling Program and Beverage Container Recycling Program Page 9 of COST PROPOSAL City is interested in a time and material based payment with a not to exceed amount. Please include your rate schedule. 8.0 GENERAL TERMS AND CONDITIONS 8.1 AGREEMENTS BETWEEN AND CITY The City will prepare a Professional Services Agreement for implementation between the successful Consultant and the City (See Appendix A). Proposal must state proposer s willingness to enter into City agreement as represented in Appendix A or any amendments that may be requested. 8.2 LATE SUBMITTALS It is the Consultant s sole responsibility to ensure proposals are received at the City Hall Receptionist s Desk prior to the scheduled closing time specified in this RFP. Submittals will not be accepted after the deadline. Postmarks will not be accepted. Failure of, or disturbances in any mail service is not a legitimate reason for Statements of Proposals to be submitted after the above due date. s and facsimiles will not be accepted. 8.3 EVALUATION OF SUBMITTALS The City will evaluate submittals with the intent of selecting the most qualified consultant. Evaluation criteria include but are not limited to the following: Evaluation Factor %Weight Project understanding, scope of work, methodology, innovative ideas 20 Expertise of project team with emphasis on key members 20 Cost/Value 20 Completeness and thoroughness of the proposal 15 Demonstrated successful completion of similar programs or projects 15 Recommended level of effort 10 Total 100 Note: The apparent most qualified proposers may be selected to be interviewed by City Representatives. The City reserves the right to interview as many or few proposers as deemed appropriate by the City. The City also reserves the right to make its selection without conducting interviews. After evaluation of the proposals, negotiation for the price of the agreement will commence with the top ranked proposer based on the submitted cost proposals. If agreement cannot be reached, negotiations may be initiated with the next ranked proposer.

10 Notice of Request for Proposals for Used Oil Recycling Program and Beverage Container Recycling Program Page 10 of REJECTION OF PROPOSALS The City reserves the right to reject any and all proposals received in response to this RFP and to waive any informality in any proposal if it is determined to be in the best interest of the City to do so. 8.5 PROPOSAL VALIDITY PERIOD Submission of a proposal will signify the proposer s agreement that the proposal, and contents thereof, are valid for at least ninety (90) days following the submission of the proposal and will become part of the agreement that is negotiated with the successful Consultant. 8.6 SUBSTITUTION OF PERSONNEL If one or more of the key personnel represented in the proposal becomes unavailable during the course of the programs, then the Consultant may substitute other personnel of at least equal competence upon written approval of the City. In the event that the City and Consultant cannot agree as to the substitution of key personnel, the City will be entitled to terminate the Professional Services Agreement with the Consultant. 8.7 DOCUMENTS TO BE CONSTRUED TOGETHER The RFP and all documents incorporated by reference in an agreement entered into between the Consultant and the City, and all modifications of said documents, will be construed together as one document. 8.8 MINIMUM INSURANCE REQUIREMENTS The Consultant will maintain at a minimum the insurance requirements specified in the Professional Services Agreement. 8.9 EXTRA WORK The City will have the right to make alterations, eliminations, and additions to the work. Exercise of such right will in no way void the agreement. The City and the Consultant will agree upon the value of such extra work or deleted work prior to proceeding with the said extra work SUBMITTALS Three (3) copies of the proposal must be received by the date and time specified above in this RFP. Appendix A: Sample Professional Services Agreement

11 APPENDIX A AGREEMENT FILE NO. XXX PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF BELLFLOWER AND FOR ADMINISTRATION AND COORDINATION OF THE USED OIL RECYCLING PROGRAM AND BEVERAGE CONTAINER RECYCLING PROGRAM THIS AGREEMENT is entered into this day of 20, by and between the CITY OF BELLFLOWER, a municipal corporation and general law city ( CITY ) and, a ( ). 1. CONSIDERATION. A. As partial consideration, agrees to perform the work listed in the SCOPE OF SERVICES, below; B. As additional consideration, and CITY agree to abide by the terms and conditions contained in this Agreement; C. As additional consideration, CITY agrees to pay a sum not to exceed for s services. CITY may modify this amount as set forth below. Unless otherwise specified by written amendment to this Agreement, CITY will pay this sum as specified in the attached Exhibit, which is incorporated by reference. 2. SCOPE OF SERVICES. A. will perform services listed in the attached Exhibit, which is incorporated by reference. B. will, in a professional manner, furnish all of the labor, technical, administrative, professional and other personnel, all supplies and materials, equipment, printing, vehicles, transportation, office space and facilities, and all tests, testing and analyses, calculation, and all other means whatsoever, except as herein otherwise expressly specified to be furnished by CITY, necessary or proper to perform and complete the work and provide the professional services required of by this Agreement. 3. PERFORMANCE STANDARDS. While performing this Agreement, will use the appropriate generally accepted professional standards of practice existing at the time of performance utilized by persons engaged in providing similar services. CITY will continuously monitor s services. CITY will notify of any deficiencies and will have fifteen (15) days after such notification to Page 1 of 11

12 Agreement File No. XXX Page 2 of 11 cure any shortcomings to CITY s satisfaction. Costs associated with curing the deficiencies will be borne by. 4. PAYMENTS. For CITY to pay as specified by this Agreement, must submit a detailed invoice to CITY which lists the hours worked and hourly rates for each personnel category and reimbursable costs (all as set forth in Exhibit ) the tasks performed, the percentage of the task completed during the billing period, the cumulative percentage completed for each task, the total cost of that work during the preceding billing month and a cumulative cash flow curve showing projected and actual expenditures versus time to date. 5. NON-APPROPRIATION OF FUNDS. Payments due and payable to for current services are within the current budget and within an available, unexhausted and unencumbered appropriation of the CITY. In the event the CITY has not appropriated sufficient funds for payment of services beyond the current fiscal year, this Agreement will cover only those costs incurred up to the conclusion of the current fiscal year. 6. ADDITIONAL WORK. A. CITY s city manager ( Manager ) may determine, at the Manager s sole discretion, that must perform additional work ( Additional Work ) to complete the Scope of Work. If Additional Work is needed, the Manager will give written authorization to to perform such Additional Work. B. If believes Additional Work is needed to complete the Scope of Work, will provide the Manager with written notification that contains a specific description of the proposed Additional Work, reasons for such Additional Work, and a detailed proposal regarding cost. C. Payments over $ for Additional Work must be approved by CITY s city council. All Additional Work will be subject to all other terms and provisions of this Agreement. 7. FAMILIARITY WITH WORK. A. By executing this Agreement, agrees that it has: i. Carefully investigated and considered the scope of services to be performed; ii. Carefully considered how the services should be performed; and

13 Agreement File No. XXX Page 3 of 11 iii. Understands the facilities, difficulties, and restrictions attending performance of the services under this Agreement. B. If services involve work upon any site, agrees that has or will investigate the site and is or will be fully acquainted with the conditions there existing, before commencing the services hereunder. Should discover any latent or unknown conditions that may materially affect the performance of the services, will immediately inform CITY of such fact and will not proceed except at s own risk until written instructions are received from CITY. 8. TERM. The term of this Agreement will be from November 27, 2017 to November 26, Unless otherwise determined by written amendment between the parties, this Agreement will terminate in the following instances: A. Completion of the work specified in Exhibit ; B. Termination as stated in Section TIME FOR PERFORMANCE. A. will not perform any work under this Agreement until: i. furnishes proof of insurance as required under Section 23 of this Agreement; and ii. CITY gives a written notice to proceed. B. Should begin work on any phase in advance of receiving written authorization to proceed, any such professional services are at s own risk. 10. TIME EXTENSIONS. Should be delayed by causes beyond s control, CITY may grant a time extension for the completion of the contracted services. If delay occurs, must notify the Manager within forty-eight hours (48 hours), in writing, of the cause and the extent of the delay and how such delay interferes with the Agreement s schedule. The Manager will extend the completion time, when appropriate, for the completion of the contracted services. 11. CONSISTENCY. In interpreting this Agreement and resolving any ambiguities, the main body of this Agreement takes precedence over the attached Exhibits; this

14 Agreement File No. XXX Page 4 of 11 Agreement supersedes any conflicting provisions. Any inconsistency between the Exhibits will be resolved in the order in which the Exhibits appear below: 12. CHANGES. CITY may order changes in the services within the general scope of this Agreement, consisting of additions, deletions, or other revisions, and the contract sum and the contract time will be adjusted accordingly. All such changes must be authorized in writing, executed by and CITY. The cost or credit to CITY resulting from changes in the services will be determined in accordance with written agreement between the parties. 13. TAXPAYER IDENTIFICATION NUMBER. will provide CITY with a Taxpayer Identification Number. 14. PERMITS AND LICENSES., at its sole expense, will obtain and maintain during the term of this Agreement, all necessary permits, licenses, and certificates that may be required in connection with the performance of services under this Agreement. 15. WAIVER. CITY s review or acceptance of, or payment for, work product prepared by under this Agreement will not be construed to operate as a waiver of any rights CITY may have under this Agreement or of any cause of action arising from s performance. A waiver by CITY of any breach of any term, covenant, or condition contained in this Agreement will not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained in this Agreement, whether of the same or different character. 16. TERMINATION. A. Except as otherwise provided, CITY may terminate this Agreement at any time with or without cause. B. may terminate this Agreement at any time with CITY s mutual consent. Notice will be in writing at least thirty (30) days before the effective termination date. C. Upon receiving a termination notice, will immediately cease performance under this Agreement unless otherwise provided in the termination notice. Except as otherwise provided in the termination notice, any additional work performed by after receiving a termination notice will be performed at 's own cost; CITY will not be obligated to compensate for such work. D. Should termination occur, all finished or unfinished documents, data,

15 Agreement File No. XXX Page 5 of 11 studies, surveys, drawings, maps, reports and other materials prepared by will, at CITY s option, become CITY s property, and will receive just and equitable compensation for any work satisfactorily completed up to the effective date of notice of termination, not to exceed the total costs under Section 1(C). E. Should the Agreement be terminated pursuant to this Section, CITY may procure on its own terms services similar to those terminated. F. By executing this document, waives any and all claims for damages that might otherwise arise from CITY s termination under this Section. 17. OWNERSHIP OF DOCUMENTS. All documents, data, studies, drawings, maps, models, photographs and reports prepared by under this Agreement are CITY s property. may retain copies of said documents and materials as desired, but will deliver all original materials to CITY upon CITY s written notice. CITY agrees that use of s completed work product, for purposes other than identified in this Agreement, or use of incomplete work product, is at CITY s own risk. 18. PUBLICATION OF DOCUMENTS. Except as necessary for performance of service under this Agreement, no copies, sketches, or graphs of materials, including graphic art work, prepared pursuant to this Agreement, will be released by to any other person or public CITY without CITY s prior written approval. All press releases, including graphic display information to be published in newspapers or magazines, will be approved and distributed solely by CITY, unless otherwise provided by written agreement between the parties. 19. INDEMNIFICATION. A. agrees to the following: i. Indemnification for Professional Services. will save harmless and indemnify and at CITY s request reimburse defense costs for CITY and all its officers, volunteers, employees and representatives from and against any and all suits, actions, or claims, of any character whatever, brought for, or on account of, any injuries or damages sustained by any person or property resulting or arising from any negligent or wrongful act, error or omission by or any of s officers, agents, employees, or representatives, in the performance of this Agreement, except for such loss or damage arising from CITY s sole negligence or willful misconduct.

16 Agreement File No. XXX Page 6 of 11 ii. Indemnification for other Damages. indemnifies and holds CITY harmless from and against any claim, action, damages, costs (including, without limitation, attorney s fees), injuries, or liability, arising out of this Agreement, or its performance, except for such loss or damage arising from CITY s sole negligence or willful misconduct. Should CITY be named in any suit, or should any claim be brought against it by suit or otherwise, whether the same be groundless or not, arising out of this Agreement, or its performance, will defend CITY (at CITY s request and with counsel satisfactory to CITY) and will indemnify CITY for any judgment rendered against it or any sums paid out in settlement or otherwise. B. For purposes of this section CITY includes CITY s officers, officials, employees, agents, representatives, and certified volunteers. C. It is expressly understood and agreed that the foregoing provisions will survive termination of this Agreement. D. The requirements as to the types and limits of insurance coverage to be maintained by as required by Section 23, and any approval of said insurance by CITY, are not intended to and will not in any manner limit or qualify the liabilities and obligations otherwise assumed by pursuant to this Agreement, including, without limitation, to the provisions concerning indemnification. 20. ASSIGNABILITY. This Agreement is for s professional services. s attempts to assign the benefits or burdens of this Agreement without CITY s written approval are prohibited and will be null and void. 21. INDEPENDENT CONTRACTOR. CITY and agree that will act as an independent contractor and will have control of all work and the manner in which is it performed. will be free to contract for similar service to be performed for other employers while under contract with CITY. is not an agent or employee of CITY and is not entitled to participate in any pension plan, insurance, bonus or similar benefits CITY provides for its employees. Any provision in this Agreement that may appear to give CITY the right to direct as to the details of doing the work or to exercise a measure of control over the work means that will follow the direction of the CITY as to end results of the work only. 22. AUDIT OF RECORDS. will maintain full and accurate records with respect to all services and matters covered under this Agreement. CITY will have free access at all reasonable times to such records, and the right to examine and audit the

17 Agreement File No. XXX Page 7 of 11 same and to make transcript therefrom, and to inspect all program data, documents, proceedings and activities. will retain such financial and program service records for at least three (3) years after termination or final payment under this Agreement. 23. INSURANCE. A. Before commencing performance under this Agreement, and at all other times this Agreement is effective, will procure and maintain the following types of insurance with coverage limits complying, at a minimum, with the limits set forth below: Type of Insurance Limits Commercial general liability: $2,000,000 Professional Liability $1,000,000 Business automobile liability $1,000,000 Workers compensation Statutory requirement B. Commercial general liability insurance will meet or exceed the requirements of the most recent ISO-CGL Form. The amount of insurance set forth above will be a combined single limit per occurrence for bodily injury, personal injury, and property damage for the policy coverage. Liability policies will be endorsed to name CITY, its officials, and employees as additional insureds under said insurance coverage and to state that such insurance will be deemed primary such that any other insurance that may be carried by CITY will be excess thereto. Such endorsement must be reflected on ISO Form No. CG or 88, or equivalent. Such insurance will be on an occurrence, not a claims made, basis and will not be cancelable or subject to reduction except upon thirty (30) days prior written notice to CITY. C. Professional liability coverage will be on an occurrence basis if such coverage is available, or on a claims made basis if not available. When coverage is provided on a claims made basis, will continue to renew the insurance for a period of three (3) years after this Agreement expires or is terminated. Such insurance will have the same coverage and limits as the policy that was in effect during the term of this Agreement, and will cover for all claims made by CITY arising out of any errors or omissions of, or its officers, employees or agents during the time this Agreement was in effect.

18 Agreement File No. XXX Page 8 of 11 D. Automobile coverage will be written on ISO Business Auto Coverage Form CA , including symbol 1 (Any Auto). E. will furnish to CITY duly authenticated Certificates of Insurance evidencing maintenance of the insurance required under this Agreement and such other evidence of insurance or copies of policies as may be reasonably required by CITY from time to time. Insurance must be placed with insurers with a current A.M. Best Company Rating equivalent to at least a Rating of A:VII. F. Should, for any reason, fail to obtain and maintain the insurance required by this Agreement, CITY may obtain such coverage at s expense and deduct the cost of such insurance from payments due to under this Agreement or terminate pursuant to Section 16. G. Self-Insured Retention/Deductibles. All policies required by this Agreement must allow CITY, as additional insured, to satisfy the selfinsured retention ( SIR ) and deductible of the policy in lieu of (as the named insured) should fail to pay the SIR or deductible requirements. The amount of the SIR or deductible is subject to the approval of the City Attorney and the Finance Director. understands and agrees that satisfaction of this requirement is an express condition precedent to the effectiveness of this Agreement. Failure by as primary insured to pay its SIR or deductible constitutes a material breach of this Agreement. Should CITY pay the SIR or deductible on CITY s behalf upon the S failure or refusal to do so in order to secure defense and indemnification as an additional insured under the policy, CITY may include such amounts as damages in any action against for breach of this Agreement in addition to any other damages incurred by CITY due to the breach. 24. USE OF SUBCONTRACTORS. must obtain CITY s prior written approval to use any consultants while performing any portion of this Agreement. Such approval must approve of the proposed consultant and the terms of compensation. 25. INCIDENTAL TASKS. will meet with CITY monthly to provide the status on the project, which will include a schedule update and a short narrative description of progress during the past month for each major task, a description of the work remaining and a description of the work to be done before the next schedule update.

19 Agreement File No. XXX Page 9 of NOTICES. All communications to either party by the other party will be deemed made when received by such party at its respective name and address as follows: If to : If to CITY: Attention: Attention: Len Gorecki Civic Center Drive Bellflower, CA (562) lgorecki@bellflower.org Any such written communications by mail will be conclusively deemed to have been received by the addressee upon deposit thereof in the United States Mail, postage prepaid and properly addressed as noted above. In all other instances, notices will be deemed given at the time of actual delivery. Changes may be made in the names or addresses of persons to whom notices are to be given by giving notice in the manner prescribed in this paragraph. 27. CONFLICT OF INTEREST. will comply with all conflict of interest laws and regulations including, without limitation, CITY s conflict of interest regulations. 28. This Section applies only if box is checked. POLITICAL REFORM ACT. agrees that it will be considered a public official subject to the Political Reform Act of 1974 for purposes of this Agreement. agrees and warrants that it has no financial interests which may be materially affected by the project for which the Initial Study, as specified in the SERVICES, is being prepared. Such financial interests may include, without limitation, interests in business entities, real property, or sources of income exceeding $500 received within the past year. further warrants that, before executing this Agreement, it reviewed the Political Reform Act of 1974 and the Fair Political Practices Commission regulations, including, without limitation, Chapter 7 of Title 2 of the California Administrative Code, Section 18700, et seq., in order to determine whether any conflict of interest would require to refrain from performing the SERVICES or in any way attempting to use its official position to influence the governmental decisions underlying the subject environmental clearances. 29. SOLICITATION. maintains and warrants that it has not employed nor retained any company or person, other than s bona fide employee, to solicit or secure this Agreement. Further, warrants that it has not paid nor has it agreed to pay any company or person, other than s bona fide employee, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Should breach or violate this warranty, CITY may rescind this Agreement without liability.

20 Agreement File No. XXX Page 10 of THIRD PARTY BENEFICIARIES. This Agreement and every provision herein is generally for the exclusive benefit of and CITY and not for the benefit of any other party. There will be no incidental or other beneficiaries of any of s or CITY s obligations under this Agreement. 31. INTERPRETATION. This Agreement was drafted in, and will be construed in accordance with the laws of the State of California, and exclusive venue for any action involving this agreement will be in Los Angeles County. 32. COMPLIANCE WITH LAW. agrees to comply with all federal, state, and local laws applicable to this Agreement. 33. ENTIRE AGREEMENT. This Agreement, and its Attachments, sets forth the entire understanding of the parties. There are no other understandings, terms or other agreements expressed or implied, oral or written. There are Click here to enter text. Attachments to this Agreement. This Agreement will bind and inure to the benefit of the parties to this Agreement and any subsequent successors and assigns. 34. RULES OF CONSTRUCTION. Each Party had the opportunity to independently review this Agreement with legal counsel. Accordingly, this Agreement will be construed simply, as a whole, and in accordance with its fair meaning; it will not be interpreted strictly for or against either Party. 35. SEVERABILITY. If any portion of this Agreement is declared by a court of competent jurisdiction to be invalid or unenforceable, then such portion will be deemed modified to the extent necessary in the opinion of the court to render such portion enforceable and, as so modified, such portion and the balance of this Agreement will continue in full force and effect. 36. AUTHORITY/MODIFICATION. The Parties represent and warrant that all necessary action has been taken by the Parties to authorize the undersigned to execute this Agreement and to engage in the actions described herein. This Agreement may be modified by written amendment. CITY s Manager, or designee, may execute any such amendment on behalf of CITY. 37. ACCEPTANCE OF FACSIMILE SIGNATURES. The Parties agree that this Agreement, agreements ancillary to this Agreement, and related documents to be entered into in connection with this Agreement will be considered signed when the signature of a party is delivered by facsimile transmission. Such facsimile signature will be treated in all respects as having the same effect as an original signature. 38. CAPTIONS. The captions of the paragraphs of this Agreement are for convenience of reference only and will not affect the interpretation of this Agreement.

21 Agreement File No. XXX Page 11 of TIME IS OF ESSENCE. Time is of the essence for each and every provision of this Agreement. 40. FORCE MAJEURE. Should performance of this Agreement be prevented due to fire, flood, explosion, acts of terrorism, war, embargo, government action, civil or military authority, the natural elements, or other similar causes beyond the Parties reasonable control, then the Agreement will immediately terminate without obligation of either party to the other. 41. STATEMENT OF EXPERIENCE. By executing this Agreement, represents that it has demonstrated trustworthiness and possesses the quality, fitness and capacity to perform the Agreement in a manner satisfactory to CITY. represents that its financial resources, surety and insurance experience, service experience, completion ability, personnel, current workload, experience in dealing with private consultants, and experience in dealing with public agencies all suggest that is capable of performing the proposed contract and has a demonstrated capacity to deal fairly and effectively with and to satisfy a public CITY. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first hereinabove written. CITY OF BELLFLOWER Jeffrey L. Stewart, City Manager Name, Title ATTEST: Mayra Ochiqui, City Clerk APPROVED AS TO FORM: Karl H. Berger, City Attorney Taxpayer ID No.