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HomeMy WebLinkAbout06 REQUEST FOR PROPOSALS FOR LEGISLATIVE ADVOCACY AND GRANT WRITING SERVICES DocuSign Envelope ID: F05413575-41FA-4146-B2A7-9301724375C2 Agenda Item 6 Reviewed: AGENDA REPORT City Manager ",5W 1W Finance Director N/A MEETING DATE: OCTOBER 20, 2020 TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: MATTHEW S. WEST, CITY MANAGER SUBJECT: REQUEST FOR PROPOSALS FOR LEGISLATIVE ADVOCACY AND GRANT WRITING SERVICES SUMMARY This Request for Proposals will solicit proposals for qualified firms to provide Legislative Advocacy and Grant Writing services for the City. RECOMMENDATION It is recommended that the City Council: 1 . Authorize the City Manager to issue the Request for Proposals; and 2. Authorize the City Manager to enter into a Professional Services Agreement with the highest ranked firm as described in the RFP. FISCAL IMPACT Issuance of the Request for Proposals has no fiscal impact. Staff will evaluate fiscal impacts of a potential contract one all responses are received. BACKGROUND The City has historically tracked legislative activities and responded to grant opportunities internally. The attached Request for Proposals (RFP) will solicit responses from qualified firms to provide state legislative advocacy and grant writing services (federal, state, regional and private) on behalf of the City. If adequate responses are received, the selected firm will provide typical state legislative advocacy services, such as: - Creating the City's annual Legislative Platform - Attending hearings and coordinating meetings DocuSign Envelope ID: F05413575-41 FA-4146-B2A7-9301724375C2 Agenda Report— RFP for Legislative Advocacy and Grant Writing Services October 20, 2020 Page 2 - Provide reports on legislation status and other matters - Advocate for the City's position on legislation and regulatory issues If adequate responses are received, the selected firm will provide grant writing services, such as: - Identifying priority funding areas - Identify funding opportunities at the federal, state, foundation, regional and organization level - Provide grant writing and submission services - Manage grants awarded to the City as needed The RFP focuses on state legislative advocacy and grant writing services. However, the RFP allows for firms that also provide regional and/or federal advocacy to include that experience with their proposal, but will not be part of the evaluation. Should the City select a firm that offers those additional services, those will be evaluated at an additional cost. A small committee of City staff will evaluate the proposals received and recommend firms to the City Manager. The RFP has an aggressive timeline, with staff striving to have a qualified firm under contract by early December 2020. Finally, the RFP requires proposing firms to include a conflict of interest statement, to acknowledge the insurance and contractual requirements of the City's standard Professional Services Agreement, and to agree not to communicate with City officials during the term of the RFP. DISCUSSION State legislative actions can have drastic results for local government and often occur at the last minute, with little or no warning. If the RFP results in adequate responses, the City will look to select a firm that will create a more active role for the City in the state legislative process. While the City has been successful in receiving regional, state and federal grants in the past, there are numerous grants that the City may be unaware of or that require significant staff time to prepare and manage. If the RFP results in adequate responses, the City will look to select a firm that can identify, apply for, and manage grants that will result in new revenue to the City for various types of projects, while prioritizing grants that do not require "matching" funds. ATTACHMENT - Request for Proposals DocuSign Envelope ID: F05413575-41 FA-4146-B2A7-9301724375C2 TUSTIN 7 r w F W L.L. HI CORY BUILDING OuR FUTURE HONOFLING OUR PAST REQUEST FOR PROPOSALS Legislative Advocacy and Grant Writing Services Responses shall be sent to: Kenneth Piguee Senior Management Analyst kpiquee(a)-tustinca.orq 714-573-3316 DocuSign Envelope ID: F05413575-41 FA-4146-B2A7-9301724375C2 City of Tustin RFP— Legislative Advocacy and Grant Writing Services Page 2 I. Background The City of Tustin (City) is located at the heart of Orange County with a population of more than 80,000 residents. The City is recognized for its strategic crossroads location, hillside areas which offer sweeping panoramic views of the Pacific Coast and Saddleback Mountains, diverse commercial, industrial, and residential development, and one of the oldest historical "old towns" in Orange County. The City is currently pursuing development of its master plan for Tustin Legacy, a 1 ,600-acre master-planned community that is being developed on land formerly known as Marine Corps Air Station (MCAS) Tustin. Incorporated in 1927, the City of Tustin is a General Law city. The City has a Council- Manager form of government which consists of an elected City Council responsible for policy making, and a professional City Manager, appointed by the Council. The City Manager provides policy advice, directs the daily operations of City government, handles personnel functions and is responsible for preparing the City budget. The City has a General Fund Budget of $72.4M and a Capital Improvement Program budget of an additional $44.7M. The City Manager's Office oversees legislative activities for the City at the Council's direction. The City seeks a qualified firm to provide Legislative Advocacy and Grant Writing services. Legislative Advocacy services are desired at the state (California) level. Grant Writing services are desired for regional, state and federal opportunities. Firms that offer Legislative Advocacy services at the regional and/or federal level may indicate such services in their response, but it will not be incorporated into the selection process. The selected firm will work with the City Manager's Office to implement the Scope of Services listed in Section IV. II. Goals and Objectives Legislative Advocacy: The City seeks to augment its advocacy efforts at the state level. The selected firm will assist in drafting the City's Legislative Platform, work with the City on goals and priorities for the legislative session, track and advocate for bills of interests to the City, and provide regular updates on relevant state activities. The selected firm will facilitate meetings for staff and elected officials, create briefing materials, and be prepared to give verbal updates in public or internal meetings. Grant Writing: The City seeks to augment existing revenue sources with grants for City needs and priorities. The selected firm will make the City aware of grant opportunities and develop professional grant proposals packaged for funding opportunities including, but not limited to, federal, state, foundation, agencies and organizations that support the City's funding needs and priorities. The selected firm will manage grants that have been awarded as needed. DocuSign Envelope ID: F05413575-41 FA-4146-B2A7-9301724375C2 City of Tustin RFP— Legislative Advocacy and Grant Writing Services Page 3 III. Tentative Schedule for Proposal Submission - October 21 , 2020: Issuance of Request for Proposals - November 6, 2020: Cut-off Date for Written Questions - November 13, 2020: Electronic Proposals Due - November 13, 2020 - December 11 , 2020: Review of Proposals and Selection Process - December 11 , 2020 (or sooner): Firm under contract IV. Scope of Services Legislative Advocacy 1 . Work with the City Council, the City Manager, and key staff to discuss goals, objectives, opportunities and priorities. 2. Maintain a working relationship with the City's legislative delegation. 3. Work effectively at the Sacramento-level with the Governor's office and various state departments. 4. Demonstrate an extensive, working knowledge of state laws, regulations and issues impacting the City. 5. On an annual basis, work with the City to update its Legislative Platform to look at upcoming legislative trends. This will assist the City in pro-actively addressing legislation, topics, or issues that unfold in advance of the coming year. 6. Undertake advocacy, including strategy development and all related activities to attain the objectives of the City. Related activities include policy analysis, drafting legislation, meeting with legislators and staff, obtaining sponsor(s) for legislation, drafting legislative amendments, coordinating testimony at legislative hearings and administrative agencies, attending meetings, organizing advocacy trips, and otherwise representing the City's positions. 7. Review all proposed, introduced, and amended legislation and administrative rules and regulations, to determine and provide analysis as appropriate on their impact on the City and recommend positions to be taken on the legislation and administrative rules and regulations. 8. Provide monthly electronic reports on status of legislation and other related matters such as bill language and committee analysis, an annual report giving an overview of approved legislation and final administrative rules and regulations and a forecast of important issues in the upcoming year. DocuSign Envelope ID: F05413575-41 FA-4146-B2A7-9301724375C2 City of Tustin RFP— Legislative Advocacy and Grant Writing Services Page 4 9. Coordinate and cooperate with the League of California Cities, Association of California Cities — Orange County and other organizations, municipalities, companies and firms having similar legislative objectives as the City. Where appropriate, advocate positions on legislation and work to secure language in law that will advance the City's interests. 10.Regularly communicate with the City to assess legislative options, analyze legislation and discuss policy objectives including review and input into the City's legislative policy guide. Present legislative issues to the full City Council as needed/upon request. 11 .Participate in regular informational, planning and coordination meetings with City staff as needed. Assist City Management and City Council during visits to Sacramento on official business. 12.Undertake advocacy on technical matters, compliance reporting and associated activities. 13.Prepare and file all applicable Fair Political Practices Commission lobbying documents and reports within all applicable deadlines, per the provisions of the Political Reform Act of 1974 as amended. Provide the City notification of any changes or modifications that may be pertinent. 14.OPTIONAL FOR RESPONDING FIRMS: Provide similar services as 1-13, but at the federal level and/or regional level. These services will not be evaluated as part of the RFP selection process. Grant Writing 1 . Work with City staff to facilitate meetings with City departments to assess the validity of current funding priority areas, identify changes in funding priority areas, and identify new priority areas for possible funding. 2. Conduct research to identify grant resources including, but not limited to, federal, state, foundation, agencies and organizations that support the City's funding needs and priorities (emphasizing grants which require no "matching" funds), including, but not limited to: a. Infrastructure and park development/maintenance b. Public safety c. Economic development d. Housing and housing programs e. Technology f. Parks and recreation programs g. Multimodal transportation DocuSign Envelope ID: F05413575-41 FA-4146-B2A7-9301724375C2 City of Tustin RFP— Legislative Advocacy and Grant Writing Services Page 5 h. Workforce development i. Records management j. Senior, family, and youth programs k. Energy, efficiency and sustainability I. Historic building maintenance and reuse 3. Provide general grant proposal writing services associated with the completion of grant applications on behalf of the City, including the preparation of funding abstracts and production, and submittal of applications to funding sources. A copy of each grant application package submitted for funding, in its entirety, shall be provided to the City. 4. Submit monthly reports to the City summarizing the amount of time expended, describe activities undertaken during the previous month, and status of those activities. 5. Manage grants awarded to the City as needed. V. Proposal Requirements Each proposing firm shall organize their proposal as follows, in two separate emails. Attachments shall be in PDF format. - Email 1: General Response to RFP o Written description of the following: ■ Introductory cover letter ■ Name and email address of the primary contact for future communications during the RFP process ■ Identify the key member of the firm who will have primary responsibility for delivering the services to City if the firm is selected ■ Relevant experience and qualifications, including education of personnel who would be involved in providing services to the City ■ If a sub-consultant is proposed, two to three similar qualifications and references should be provided for the sub-consultant ■ List of past and current clients with similar service needs o Proposed scope of work for Legislative Advocacy and Grant Writing services. DocuSign Envelope ID: F05413575-41 FA-4146-B2A7-9301724375C2 City of Tustin RFP— Legislative Advocacy and Grant Writing Services Page 6 o Provide examples of work products related to the requirements of this RFP, including: ■ Legislative Advocacy • Legislative platforms • Bill tracking • General updates on issues and activities ■ Grant Writing • Grant packages and/or grant opportunities • Grant tracking o Three professional references, including contact information (phone and email). o Conflict of Interest Statement. A proposing firm must disclose any conflict of interest. A conflict of interest is defined as any proposer firm or principal of the firm having a known financial interest in connection with their interest in this project with a member of the governing body of the City of Tustin or Successor Agency to the Tustin Community Redevelopment Agency or to any office or employee of the City of Tustin or Successor Agency to the Tustin Community Redevelopment Agency. o Acknowledge that your firm will be willing to execute the attached Professional Services Agreement ("PSA"). Identify with specificity any exceptions and proposed revisions to the PSA you would require if your firm is selected. - Email 2: Cost Proposal o The proposal shall include fees for all services to be provided on a monthly retainer basis, to include sub-consultants, travel, and expenses. o State the terms of payment (milestone dates for fixed fees, frequency of invoices and due dates, etc.) o Proposal may include "additional" service costs that are listed as optional within this RFP or not expressly listed. Must be a separate line item. - Administrative o Proposing firms shall send responses via two separate emails to Kenneth Piguee, Senior Management Analyst at kpiguee(a-)tustinca.org by 5:00 PM on November 13, 2020. Proposals received after 5:00 PM on November 13 will not be accepted. DocuSign Envelope ID: F05413575-41 FA-4146-B2A7-9301724375C2 City of Tustin RFP— Legislative Advocacy and Grant Writing Services Page 7 o Questions may be sent via email by November 6, 2020 to kpiguee(a)tustinca.org. Answers to any questions received will be sent via email to all proposing firms after November 6, 2020. VII. Qualifications - Minimum Qualifications o Selected firm will have at least one key member that has the primary responsibility for delivering the services to the City. That individual shall have at least five (5) years of providing state legislative advocacy and grant writing services for public agencies. o Selected firm shall possess the proven ability to initiate, develop and carry out effective strategies to influence state legislative and administrative activities and effectively lobby on behalf of public agencies. o Selected firm shall possess the proven ability to identify, apply for and administer federal, state, foundation, agencies and organization grants on behalf of public agencies (this service may be provided by a subconsultant, if not provided by primary firm). o Selected firm shall possess all permits, licenses and professional credentials necessary to perform the required legislative advocacy services. o Selected firm will possess (and, if selected, will agree to maintain at all times during which services are provided) insurance of at least the following types and amounts: ■ Professional liability: $3 million per claim ■ CGL: $2 million per occurrence/$4 million aggregate ■ Auto Liability: $1 million per accident bodily injury and property damage ■ Worker's compensation: statutory limits, if the firm has any employees. ■ Employers Liability: $1 million - Optional Qualifications o Legislative advocacy services and experience at the federal and/or regional level. Experience at the federal and/or regional level will not be part of the RFP selection process. DocuSign Envelope ID: F05413575-41 FA-4146-B2A7-9301724375C2 City of Tustin RFP— Legislative Advocacy and Grant Writing Services Page 8 VII. Evaluation and Selection Process The City Manager will impanel a committee of three or more individuals who may be composed of City staff or other parties that may have expertise or experience in the services described (the "Committee"). Responses to this RFP must be complete, including all proposal requirements identified in this RFP. The Committee will review complete responses and responding firms will be evaluated based on the following criteria: - Responsiveness of the Proposal to requirements of this RFP. - Demonstrated experience with services of a similar scope. - Proposed approach, including expertise and experience of the firm and team assigned to the City. - Examples of work product provided as it relates to this RFP. - Number and nature of proposed contract changes, if any. - Cost. The Committee, in its sole discretion, may elect to recommend a selection based on the review of the written materials or to interview two or more of the top firms based on the rankings of the written proposals. The purpose of the interview will help to clarify each proposal and the approach and qualifications for the desired services. Based upon the proposal, the interview, and review of references, the top-ranked firms will be recommended to the City Manager in order of ranking. The City Manager or his assignee will negotiate with the top ranked firm to attempt to arrive at mutually agreeable final terms of a contract. If the negotiations successfully conclude in an agreed-upon form of contract, the contract will be recommended for award to that firm. If not, the City Manager or assignee will attempt to negotiate mutually agreeable terms of a contract with the second highest ranked firm, etc. VIII. Communication In order to create a fair and orderly process, during the RFP process (commencing as of the date of this RFP and continuing until selection of a firm or cancellation of this RFP), no employee, member or agent of any proposing firm shall have any ex parte communications regarding this RFP with any City Official, its advisors or any of its contractors or consultants involved with the solicitation process, except for communications expressly permitted by this RFP. Any proposing firm engaging in such prohibited communications may be disqualified at the sole discretion of the DocuSign Envelope ID: F05413575-41 FA-4146-B2A7-9301724375C2 City of Tustin RFP— Legislative Advocacy and Grant Writing Services Page 9 City. The foregoing shall not preclude any proposing firm from participating in public meetings of the City. IX. Administration Specifications The City of Tustin's Rights to Proposals All proposals, upon submission to the City of Tustin shall become its property for use as deemed appropriate and shall become a matter of public record available for review following the award of contract. By submitting a proposal, the proposer covenants not to make any claim for or have any right to damages because of any misinterpretation or misunderstanding of this RFP specification, or because of any misinformation or lack of information. This RFP is not a contract of a commitment of any kind by the City and does not commit the City to enter into a contract, or to pay any costs incurred in submission of any proposal. The content of this RFP and any and all attachments are not warranted or guaranteed by the City, and respondents are urged to make independent investigations and evaluations as they deem advisable to reach independent conclusions. The City of Tustin reserves the right in its sole discretion and without prior notice with regard to proposals submitted: • To terminate this RFP • To issue subsequent RFP's for the same scope of work, or variations thereof • To revise, or procure services by any other means • To modify the scope of services • To modify the selection criteria • To accept or reject any or all proposals • To correct any arithmetic errors in any or all proposals submitted • To utilize any or all the ideas from proposals submitted • To change the proposal's due date upon appropriate notification • To adopt any or the portions of a proposer's submittal DocuSign Envelope ID: F05413575-41 FA-4146-B2A7-9301724375C2 City of Tustin RFP— Legislative Advocacy and Grant Writing Services Page 10 • To negotiate modifications to the scope and fee with a selected proposer prior to a contract being approved by the City • To take any other actions which would satisfy City's goals Further, the City reserves the rights to: • Conduct a background check of the proposer's and members of their team which may include, but is not limited to, contacting individuals and organizations regarding the capabilities and experience of the proposer and members of their team. • Sole right to judge the representations of a proposer, either in writing or orally as to their veracity, substance and relation to the proposed requested services. • Request additional information of proposers as deemed necessary and appropriate by the City. By submitting a response to this solicitation, the proposers waive all rights to protest or seek any legal remedies whatsoever regarding any aspect of this RFP, the City's selection of a firm to undertake the services, the City's rejection of any and all responses to this solicitation, and any subsequent agreement entered into by the City as a result of this or any future related solicitation. DocuSign Envelope ID: F05413575-41 FA-4146-B2A7-9301724375C2 DRAFT PROFESSIONAL SERVICES AGREEMENT This Agreement for Professional Services (herein "Agreement"), is made and entered into this day of , 20_ ("Effective Date") by and between the CITY OF TUSTIN, a municipal corporation ("City"), and NAME OF FIRM, a INSERT TYPE OF ORGANIZATION ("Consultant"). WHEREAS, City requires the services of a qualified firm to provide certain consulting services related to legislative advocacy and grant writing services; and WHEREAS, Consultant is qualified to provide the necessary services and has agreed to provide such services; and WHEREAS, Consultant submitted to City a proposal, dated 2020, a copy of which is attached hereto as Exhibit "A" and incorporated herein by this reference ("Proposal"); and WHEREAS, City desires to engage Consultant to render the services required by the City on the terms and conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the promises and mutual agreements contained herein, City and Consultant agree as follows: 1 . SERVICES OF CONSULTANT 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Consultant shall provide those services identified in the Proposal, attached hereto as Exhibit "A" (the "Services" or the "Work"). Consultant represents that all Services will be performed in a competent, professional and satisfactory manner in accordance with all standards prevalent in the industry. In the event of any inconsistency between the terms contained in Exhibit"A" and the terms set forth in the main body of this Agreement, the terms set forth in the main body of this Agreement shall govern. 1.2 Compliance with Law. All services rendered hereunder shall be provided in accordance with applicable laws, ordinances, resolutions, statutes, rules, and regulations of the City of Tustin and of any federal, state or local governmental agency of competent jurisdiction. 1.3 Licenses and Permits. Consultant 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. 1.4 Familiarity with Work. By executing this Agreement, Consultant represents that Consultant (a) has thoroughly investigated and considered the Work to be performed, (b) has investigated the site of the Work and become fully acquainted with the conditions there existing, (c) has carefully considered how the Work should be performed, and (d) fully understands the facilities, difficulties and restrictions attending performance of the Work under this Agreement. Should the Consultant discover any latent or unknown conditions materially differing from those inherent in the Work or as represented by the City, 1 DocuSign Envelope ID: F05413575-41 FA-4146-B2A7-9301724375C2 Consultant shall immediately inform City of such fact and shall not proceed with any work except at Consultant's risk until written instructions are received from the Contract Officer. 1.5 Care of Work. Consultant shall adopt and follow reasonable procedures and methods during the term of the Agreement to prevent loss or damage to materials, papers or other components of the work, and shall be responsible for all such damage until acceptance of the work by City, except such loss or damages as may be caused by City's own negligence. 1.6 Additional Services. Consultant shall perform services in addition to those specified in the Proposal when directed to do so in writing by the Contract Officer, provided that Consultant shall not be required to perform any additional services without compensation. Any additional compensation not exceeding ten percent (10%)of the original Contract Maximum must be approved in writing by the Contract Officer. Any greater increase must be approved in writing by the City Manager. 2. COMPENSATION 2.1 Compensation of Consultant. For the Services rendered pursuant to this Agreement, the Consultant shall be compensated and reimbursed only such amount as are prescribed in Exhibit "A", in an amount not to exceed $XX per month during the contract term (the "Contract Maximum"). THE MAXIMUM AMOUNT OF CITY'S OBLIGATION UNDER THIS AGREEMENT IS THE AMOUNT SPECIFIED IN THIS SECTION. IF THE CITY'S MAXIMUM OBLIGATION IS REACHED BEFORE THE CONSULTANT'S SERVICES UNDER THIS AGREEMENT ARE COMPLETED, CONSULTANT WILL NEVERTHELESS COMPLETE THE SERVICES WITHOUT LIABILITY ON THE CITY'S PART FOR FURTHER PAYMENT BEYOND THE MAXIMUM AMOUNT UNLESS ADDITIONAL SERVICES ARE APPROVED PER SECTION 1 .6. 2.2 Method of Payment. In any month in which Consultant wishes to receive payment, Consultant shall no later than the first working day of such month, submit to City in the form approved by City's Director of Finance, an invoice for services rendered prior to the date of the invoice. City shall pay Consultant for all expenses stated thereon which are approved by City consistent with this Agreement, no later than the last working day of said month. 2.3 Changes. In the event any change or changes in the work is requested by City, the parties hereto shall execute an addendum to this Agreement, setting forth with particularity all terms of such addendum, including, but not limited to, any additional Consultant's fees. Addenda may be entered into: A. To provide for revisions or modifications to documents or other work product or work when documents or other work product or work is required by the enactment or revision of law subsequent to the preparation of any documents, other work product or work; 2 DocuSign Envelope ID: F05413575-41 FA-4146-B2A7-9301724375C2 B. To provide for additional services not included in this Agreement or not customarily furnished in accordance with generally accepted practice in Consultant's profession. 3. PERFORMANCE SCHEDULE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. Consultant will perform their Services as expeditiously as is consistent with professional skill and care and the orderly progress of a project of this scope. 3.2 Schedule of Performance. All Services rendered pursuant to this Agreement shall be performed within any time periods prescribed in the Proposal, attached hereto as Exhibit "A". The extension of any time period specified in the Exhibit "A" must be approved in writing by the Contract Officer. 3.3 Force Majeure. The time for performance of Services to be rendered pursuant to this Agreement may be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Consultant, including, but not restricted to, acts of God or of a public enemy, acts of the government, fires, earthquakes, floods, epidemic, quarantine restrictions, riots, strikes, freight embargoes, and unusually severe weather if the Consultant shall within ten (10) days of the commencement of such condition notify the Contract Officer who shall thereupon ascertain the facts and the extent of any necessary delay, and extend the time for performing the services for the period of the enforced delay when and if in the Contract Officer's judgment such delay is justified, and the Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. 3.4 Term. Unless earlier terminated in accordance with Sections 7.6 or 7.7 of this Agreement, this Agreement shall commence on the Effective Date and continue in full force and effect until satisfactory completion of the services or until June 30, 2021 , whichever occurs first, unless extended by mutual written agreement of the parties. 4. COORDINATION OF WORK 4.1 Representative of Consultant. The following INSERT TITLE of the Consultant is hereby designated as being the principal and representative of Consultant authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith: INSERT NAME. It is expressly understood that the experience, knowledge, capability and reputation of the foregoing INSERT TITLE is a substantial inducement for City to enter into this Agreement. Therefore, the foregoing INSERT TITLE shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. The foregoing INSERT TITLE may not be changed by Consultant without the express written approval of City. 4.2 Contract Officer. The Contract Officer shall be Matthew S. West, City Manager, unless otherwise designated in writing by the City Manager. It shall be the Consultant's responsibility to keep the Contract Officer fully informed of the progress of the performance of the services and Consultant shall refer any decisions which must be made 3 DocuSign Envelope ID: F05413575-41 FA-4146-B2A7-9301724375C2 by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. 4.3 Prohibition Against Subcontracting or Assignment. The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, except as specified in the Proposal, Consultant 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 assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. 4.4 Independent Contractor. Neither the City nor any of its employees shall have any control over the manner, mode or means by which Consultant, its agents or employees perform the services required herein, except as otherwise set forth herein. Consultant 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. Consultant 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. Consultant shall be solely responsible for compliance with State and Federal Law with respect to the wages, hours, benefits, and working conditions of its employees, including requirement for payroll deductions for taxes. Employees or independent contractors of Consultant are not City employees. 5. INSURANCE / INDEMNIFICATION 5.1 Insurance. A. Consultant shall provide, and cause each of its subconsultants (if any) to provide, and maintain at its own expense during the term of this Agreement the following insurance covering all services proposed under this Agreement. Such insurance shall be provided with insurers authorized to do insurance business in the State of California, with a rating of at least Am VII or better or A-, X (if offered by a surplus line carrier) according to the latest Best's Key Rating Guide, except that the City will accept Workers Compensation Insurance rated B-VIII or better or from the State Compensation Fund. Evidence of such insurance in the form of Certificates and Insurer Endorsements shall be delivered to City prior to commencing services. The Insurer Endorsements (or a copy of the policy binder, if applicable) shall provide that (1) said insurance shall not be cancelled, except if the insurer provides City thirty (30) days written novice of any cancellation or termination of insurance; (2) commercial general liability and automotive insurance shall be primary to and not contributing with any other insurance maintained by City, and shall include "the City of Tustin and the Successor Agency to the Tustin Community Redevelopment Agency and their respective officers and employees" (collectively "City Insured Parties"), as additional insureds, and shall provide that all losses shall be payable notwithstanding any act or failure to act or negligence of City, or any other person; (3)shall contain a provision that the insurer waives any right of subrogation against the City Insured Parties which may arise by reason of any payments made under a policy; and (4) if Consultant is self-insured for Workers Compensation, Consultant shall submit to City a copy of its certification of self-insurance. All insurance shall be maintained on an occurrence basis and shall include the following: 4 DocuSign Envelope ID: F05413575-41 FA-4146-B2A7-9301724375C2 1. Commercial General Liability. Commercial General Liability Insurance which affords coverage at least as broad as Insurance Services Office "occurrence"form CG 00 01 , with minimum limits of at least$3,000,000 per occurrence, and if written in the aggregate, the aggregate shall be double the occurrence limit. 2. Products-Completed Operations. Consultant shall procure and submit to the City evidence of insurance for a period of at least three (3) years from the time that all Work under this Agreement has been completed. 3. Automobile Liability. Automobile Liability Insurance with coverage at least as broad as Insurance Services Office Form CA 0001 covering "Any Auto" (Code 1) with minimum limits of $1 ,000,000 per accident. 4. Professional Liability. Professional Liability insurance with minimum limits of $3,000,000 per claim. Covered Professional Services shall specifically include all Work to be performed under the Agreement and delete any exclusion that may potentially affect the Work to be performed. 5. Workers' Compensation Insurance. Workers' Compensation Insurance, as required by the State of California and Employer's Liability Insurance with a limit of not less than $1,000,000 per accident for bodily injury and $1,000,000 per employee for bodily injury by disease. 6. Verification of Coverage. The insurer endorsements required herein are to be digitally signed by a person authorized by that insurer to bind coverage on its behalf. All endorsements are to be received and approved by City. 7. The insurance obligations under this Agreement shall be: (1) all the insurance coverage and/or limits carried by or available to the Consultant; or (2) the minimum insurance coverage requirements and/or limits shown in this Agreement; whichever is greater. Any insurance proceeds in excess of or broader than the minimum required coverage and/or minimum required limits, which are applicable to a given loss, shall be available to the City. No representation is made that the minimum insurance requirements of this Agreement are sufficient to cover the obligations of the Consultant under this Agreement. 5.2 Indemnification. To the fullest extent permitted by law, Consultant shall defend (at Consultant's sole cost and expense with legal counsel reasonably acceptable to City), indemnify and hold the City, its officials, officers, employees, agents and volunteers, free and harmless from any and all claims, demands, orders, causes of action, costs, expenses, liabilities, losses, penalties, judgments, arbitration awards, settlements, damages or injuries of any kind, in law or in equity, including but not limited to property or persons, including wrongful death, (collectively "Claims") based on a third party claim in any manner arising out of, pertaining to, related to, or incident to any alleged acts, errors or omissions, or willful misconduct of Consultant, its officers, directors, employees, subconsultants, subcontractors, agents or invitees in connection with performance under this Agreement, or in any manner arising out of, pertaining to, related to, or incident to a breach of this Agreement, including without limitation the payment of all consequential damages, expert witness fees and reasonable attorneys' fees and other related costs and expenses, provided that such obligation to defend shall not apply to 5 DocuSign Envelope ID: F05413575-41 FA-4146-B2A7-9301724375C2 professional liability claims against an indemnified party. Notwithstanding the foregoing, and only to the extent that the Services performed by Consultant are subject to California Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit Consultant's indemnification obligation or other liability hereunder. Notwithstanding the foregoing, such obligation to defend, hold harmless and indemnify the City, its officials, officers, employees, agents and volunteers, shall not apply to the extent that such Claims are caused by the sole negligence or willful misconduct of that indemnified party. The Consultant shall also defend, indemnify and hold the City harmless from any claims or liability for City health and welfare, retirement benefits, or any other benefits of part-time or fulltime City employment sought by Consultant's officers, employees, or independent contractors, whether legal action, administrative proceeding or pursuant to State statue. 6. RECORDS AND REPORTS 6.1 Reports. Consultant 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. 6.2 Records. Consultant shall keep such books and records as shall be necessary to properly 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 reasonable times, including the right to inspect, copy, audit and make records and transcripts from such records. 6.3 Ownership of Documents. All drawings, specifications, reports, records, documents and other materials prepared by Consultant 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, provided Consultant has been paid all undisputed amounts owed for its services, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights or ownership of the documents and materials hereunder. Consultant may retain copies of such documents for its own use. Consultant shall have an unrestricted right to use the concepts embodied therein. Consultant will have no liability for City's use and reuse of these documents for projects other than that listed in the Scope of Work. 6.4 Release of Documents. All drawings, specifications, reports, records, documents and other materials prepared by Consultant in the performance of services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer. 7. ENFORCEMENT OF AGREEMENT 6 DocuSign Envelope ID: F05413575-41 FA-4146-B2A7-9301724375C2 7.1 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 Orange, State of California, or any other appropriate court in such county, and Consultant 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 cures any default within ninety (90) days after service of the notice, or if the cure of the default is commenced within thirty (30) days after service of said notice and is cured within a reasonable time after commencement; provided that if the default is an immediate danger to the health, safety and general welfare, the City may take immediate action under Section 7.6 of this Agreement. Compliance with the provisions of this Section shall be a condition precedent 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 the dispute is not cured. 7.3 Waiver. No delay or omission in the exercise of any right or remedy of a non-defaulting party on any default shall impair such right or remedy or be construed as a waiver. No consent or approval of City shall be deemed to waive or render unnecessary City's consent to or approval of any subsequent act of Consultant. 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. 7.4 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. 7.5 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 injunctive relief, a declaratory judgment or any other remedy consistent with the purposes of this Agreement. 7.6 Termination Prior to Expiration of Term. The City reserves the right to terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to Consultant, except that where termination is due to the fault of the Consultant and constitutes an immediate danger to health, safety and general welfare, the period of notice shall be such shorter time as may be appropriate. Upon receipt of the notice of termination, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Consultant shall be entitled to compensation for all services rendered prior to receipt of the notice of termination and for any services authorized by the Contract Officer thereafter. 7.7 Termination for Default of Consultant. If termination is due to the failure of the Consultant to fulfill its obligations under this Agreement, City may take over the work 7 DocuSign Envelope ID: F05413575-41 FA-4146-B2A7-9301724375C2 and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated, provided that the City shall use reasonable efforts to mitigate damages, and City may withhold any payments to the Consultant for the purpose of set-off or partial payment of the amounts owed to City. 7.8 Attorneys Fees. If either party commences an action against the other party arising out of or in connection with this Agreement or it subject matter, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs of suit from the losing party. 8. CITY OFFICERS AND EMPLOYEES; NON-DISCRIMINATION 8.1 Non-Liability of City Officers and Employees. No officer or employee of City shall be personally liable to the Consultant, or any successor-in-interest, in the event of any default or breach by the City or for any amount which may become due to the Consultant or its successor, or for breach of any obligation of the terms of this Agreement. 8.2 Covenant Against Discrimination. Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination or segregation in the performance of or in connection with this Agreement regarding any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin, or ancestry. Consultant shall take affirmative action to insure that applicants and employees are treated without regard to their race, color, creed, religion, sex, marital status, national origin, or ancestry. 9. MISCELLANEOUS PROVISIONS 9.1 Notice. Any notice, demand, request, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by pre-paid, first-class mail to the address set forth below. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated forty-eight (48) hours from the time of mailing if mailed as provided in this Section. To City: To Consultant: CITY OF TUSTIN NAME OF FIRM 300 Centennial Way Address 1 Tustin, CA 92780 Address 2 Attention: Matthew S. West Attention: NAME 9.2 Integrated Agreement. This Agreement contains all of the agreements of the parties and cannot be amended or modified except by written agreement. 9.3 Amendment. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing. 9.4 Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared 8 DocuSign Envelope ID: F05413575-41 FA-4146-B2A7-9301724375C2 invalid or unenforceable by valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement, which shall be interpreted to carry out the intent of the parties hereunder. 9.5 Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by so executing this Agreement the parties hereto are formally bound to the provisions of this Agreement. [Signatures on Following Page] 9 DocuSign Envelope ID: F05413575-41 FA-4146-B2A7-9301724375C2 IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates stated below. "City" Dated: CITY OF TUSTIN, a municipal corporation By: Matthew S. West City Manager APPROVED AS TO FORM: David E. Kendig City Attorney "Consultant" NAME OF FIRM, a INSERT TYPE OF FIRM By: Name Title 10 DocuSign Envelope ID: F05413575-41 FA-4146-B2A7-9301724375C2 EXHIBIT A: PROPOSAL 11