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HomeMy Public PortalAbout09) 7E Agreement with David Taussig Impact Fee StudyAGENDA ITEM ?.E. COMMUNITY DEVELOPM E NT DEPARTMENT MEMORANDUM DATE: December 4, 2018 TO: The Honorable City Council FROM: Bryan Cook, City Manager Via: Michael D. Forbes, Community Development Director By: Ashley Avery, Management Analyst SUBJECT: APPROVAL OF PROFESSIONAL SERVICES AGREEMENT WITH DAVID TAUSSIG AND ASSOCIATES, INC . (DTA) TO CONDUCT A COMPREHENSWEDEVELOPMENTIMPACTFEESTUDY RECOMMENDATION: The City Council is requested to: 1. Approve a Professional Services Agreement (Attachment "A") with DTA to conduct a comprehensive development impact fee study in an amount not to exceed $75 ,000 ; and 2. Authorize the City Manager to finalize and execute the Professional Services Agreement with DTA. BACKGROUND: 1. In December of 2017 the City Council approved the Mid-Century General Plan . The General Plan implementation program includes an action item to adopt development impact fees for City facilities and infrastructure . 2. In June of 2018 the City Council approved the Fiscal Year (FY) 2018-19 City Budget which includes an allocation of $75,000 to conduct a development impact fee study. City Council December 4, 2018 Page 2 of2 ANALYSIS: Development impact fees are payments often required for new development by local governments for supporting new or expanded public capital facilities required to serve the increased population and demands on public facilities caused by new development. In the United States, many local governments are using impact fees to shift the large costs of financing public facilities away from the general taxpayer and onto the development that drives the demand for new or expanded facilities. DTA is a public finance and urban economics consulting firm that has over 30 years of experience in conducting development impact fee studies. In recent years, they have prepared fee studies for many local cities in Southern California including Pasadena, Chino Hills, Torrance, Anaheim, Fontana, Costa Mesa, and Perris. DTA will review Temple City's Parks and Recreation Nexus Study and Quimby Fee Study conducted in 2014 and update as necessary to ensure that the recommended impact fees are sufficient for meeting the City's long-term needs. They will also determine whether an update is needed for the current sewer reconstruction fee, and analyze new potential development impact fees for the following: • Traffic and Transportation • City Facilities • Libraries • Stormwater facilities • Sidewalks • Streets and Pavement CITY STRATEGIC GOALS: Performing a study to enact a comprehensive development impact fee program is consistent with the City Strategic Goals of Good Governance, Public Health and Safety, and Quality of Life, Sustainable Infrastructure, and Economic Development. FISCAL IMPACT: Funds for a comprehensive development impact fee study have already been allocated in the budget for FY 2018-2019. There is no additional fiscal impact. ATTACHMENTS: A. Agreement for Services with David Taussig and Associates, Inc. ATTACHMENT A AGREEMENT FOR SERVICES By and Between THE CITY OF TEMPLE CITY, a municipal corporation and David Taussig and Associates, Inc. -1- AGREEMENT FOR SERVICES BETWEEN THE CITY OF TEMPLE CITY, CALIFORNIA AND DAVID TAUSSIG AND ASSOCIATES, INC. This Agreement for Services ("Agreement") is entered into as of this __ day of -:-::--=:::-:::----:-' 2018 by and between the City of Temple City, a municipal corporation ("City") and David Taussig and Associates, Inc., a corporation ("Service Provider"). City and Service Provider are sometimes hereinafter individually referred to as "Party" and hereinafter collectively referred to as the "Parties." RECITALS A. City has sought, by request for proposal, the performance of the services defined and described particularly in Section 2 of this Agreement. B. Service Provider, following submission of a proposal, for the performance of the services defined and described particularly in Section 2 of this Agreement, was selected by the City to perform those services. C. Pursuant to the City of Temple City's Municipal Code, City has authority to enter into this Services Agreement and the City Manager has authority to execute this Agreement. D. The Parties desire to formalize the selection of Service Provider for performance of those services defined and described particularly in Section 2 of this Agreement and desire that the terms of that performance be as particularly defined and described herein. OPERATIVE PROVISIONS NOW, THEREFORE, in consideration of the mutual promises and covenants made by the Parties and contained here and other consideration, the value and adequacy of which are hereby acknowledged, the Parties agree as follows: SECTION 1. TERM OF AGREEMENT. Subject to the provisions of Section 20 "Termination of Agreement" of this Agreement, the Term of this Agreement is for 24 months commencing on the date first ascribed above. SECTION 2. SCOPE OF SERVICES & SCHEDULE OF PERFORMANCE. (a) Scope of Services. Service Provider agrees to perform the services set forth in Exhibit "A" "Scope of Services" (hereinafter, the "Services") and made a part of this Agreement by this reference. - 1 - (b) Schedule of Performance. The Services shall be completed pursuant to the schedule specified in Exhibit "A." Should the Services not be completed pursuant to that schedule, the Service Provider shall be deemed to be in Default of this Agreement. The City, in its sole discretion, may choose not to enforce the Default provisions of this Agreement and may instead allow Service Provider to continue performing the Services. SECTION 3. ADDITIONAL SERVICES. Service Provider shall not be compensated for any work rendered in connection with its performance of this Agreement that are in addition to or outside of the Services unless such additional services are authorized in advance and in writing in accordance with Section 26 "Administration and Implementation" or Section 28 "Amendment" of this Agreement. If and when such additional work is authorized, such additional work shall be deemed to be part of the Services. SECTION 4. COMPENSATION AND METHOD OF PAYMENT. (a) Subject to any limitations set forth in this Agreement, City agrees to pay Service Provider the amounts specified in Exhibit "B" "Compensation" and made a part of this Agreement by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed seventy five thousand dollars ($75,000), unless additional compensation is approved in writing in accordance with Section 26 "Administration and Implementation" or Section 28 "Amendment" of this Agreement.. (b) Each month Service Provider shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month. The invoice shall detail charges by the following categories: labor (by sub-category), travel, materials, equipment, supplies, and subcontractor contracts. Subcontractor charges shall be detailed by the following categories: labor, travel, materials, equipment and supplies. If the compensation set forth in subsection (a) and Exhibit "B" include payment of labor on an hourly basis (as opposed to labor and materials being paid as a lump sum), the labor category in each invoice shall include detailed descriptions of task performed and the amount of time incurred for or allocated to that task. City shall independently review each invoice submitted by the Service Provider to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. In the event that no charges or expenses are disputed, the invoice shall be approved and paid according to the terms set forth in subsection (c). In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Service Provider for correction and resubmission. (c) Except as to any charges for work performed or expenses incurred by Service Provider which are disputed by City, City will use its best efforts to cause Service Provider to be paid within forty-five (45) days of receipt of Service Provider's correct and undisputed invoice. -2- (d) Payment to Service Provider for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Service Provider. SECTION 5. INSPECTION AND FINAL ACCEPTANCE. City may inspect and accept or reject any of Service Provider's work under this Agreement, either during performance or when completed. City shall reject or finally accept Service Provider's work within sixty (60) days after submitted to City. City shall reject work by a timely written explanation, otherwise Service Provider's work shall be deemed to have been accepted. City's acceptance shall be conclusive as to such work except with respect to latent defects, fraud and such gross mistakes as amount to fraud. Acceptance of any of Service Provider's work by City shall not constitute a waiver of any of the provisions of this Agreement including, but not limited to, Section 16 "Indemnification" and Section 17 "Insurance." SECTION 6. OWNERSHIP OF DOCUMENTS. All original maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files and other documents prepared, developed or discovered by Service Provider in the course of providing the Services pursuant to this Agreement shall become the sole property of City and may be used, reused or otherwise disposed of by City without the permission of the Service Provider. Upon completion, expiration or termination of this Agreement, Service Provider shall turn over to City all such original maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files and other documents. If and to the extent that City utilizes for any purpose not related to this Agreement any maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files or other documents prepared, developed or discovered by Service Provider in the course of providing the Services pursuant to this Agreement, Service Provider's guarantees and warranties in Section 9 "Standard of Performance" of this Agreement shall not extend to such use of the maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files or other documents. SECTION 7. SERVICE PROVIDER'S BOOKS AND RECORDS. (a) Service Provider shall maintain any and all documents and records demonstrating or relating to Service Provider's performance of the Services. Service Provider shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, or other documents or records evidencing or relating to work, services, expenditures and disbursements charged to City pursuant to this Agreement. Any and all such documents or records shall be maintained in accordance with generally accepted accounting principles and shall be sufficiently complete and detailed so as to permit an accurate evaluation of the services provided by Service Provider pursuant to this Agreement. Any and all such documents or records shall be - 3 - maintained for three (3) years from the date of execution of this Agreement and to the extent required by laws relating to audits of public agencies and their expenditures. {b) Any and all records or documents required to be maintained pursuant to this section shall be made available for inspection, audit and copying, at any time during regular business hours, upon request by City or its designated representative. Copies of such documents or records shall be provided directly to the City for inspection, audit and copying when it is practical to do so; otherwise, unless an alternative is mutually agreed upon, such documents and records shall be made available at Service Provider's address indicated for receipt of notices in this Agreement (c) Where City has reason to believe that any of the documents or records required to be maintained pursuant to this section may be lost or discarded due to dissolution or termination of Service Provider's business, City may, by written request, require that custody of such documents or records be given to the City. Access to such documents and records shall be granted to City, as well as to its successors-in-interest and authorized representatives. SECTION 8. INDEPENDENT CONTRACTOR. (a) Service Provider is and shall at all times remain a wholly independent contractor and not an officer, employee or agent of City. Service Provider shall have no authority to bind City in any manner, nor to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City. {b) The personnel performing the Services under this Agreement on behalf of Service Provider shall at all times be under Service Provider's exclusive direction and control. Neither City, nor any elected or appointed boards, officers, officials, employees or agents of City, shall have control over the conduct of Service Provider or any of Service Provider's officers, employees, or agents except as set forth in this Agreement Service Provider shall not at any time or in any manner represent that Service Provider or any of Service Provider's officers, employees, or agents are in any manner officials, officers, employees or agents of City. (c) Neither Service Provider , nor any of Service Provider's officers, employees or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City's employees. Service Provider expressly waives any claim Service Provider may have to any such rights. SECTION 9. STANDARD OF PERFORMANCE. Service Provider represents and warrants that it has the qualifications, experience and facilities necessary to properly perform the Services required under this Agreement in a thorough, competent and professional manner. Service Provider shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all Services. In meeting its obligations under this Agreement, Service Provider -4- shall employ, at. a minimum, generally accepted standards and practices utilized by persons engaged in providing services similar to the Services required of Service Provider under this Agreement. In addition to the general standards of performance set forth this section, additional specific standards of performance and performance criteria may be set forth in Exhibit "A" "Scope of Work" that shall also be applicable to Service Provider's work under this Agreement. Where there is a conflict between a general and a specific standard of performance or performance criteria, the specific standard or criteria shall prevail over the general. SECTION 10. COMPLIANCE WITH APPLICABLE LAWS; PERMITS AND LICENSES. Service Provider shall keep itself informed of and comply with all applicable federal, state and local laws, statutes, codes, ordinances, regulations and rules in effect during the term of this Agreement. Service Provider shall obtain any and all licenses, permits and authorizations necessary to perform the Services set forth in this Agreement. Neither City, nor any elected or appointed boards, officers, officials, employees or agents of City, shall be liable, at law or in equity, as a result of any failure of Service Provider to comply with this section. SECTION 11. PREVAILING WAGE LAWS It is the understanding of City and Service Provider that California prevailing wage laws do not apply to this Agreement because the Agreement does not involve any of the following services subject to prevailing wage rates pursuant to the California Labor Code or regulations promulgated thereunder: Construction, alteration, demolition, installation, or repair work performed on public buildings, facilities, streets or sewers done under contract and paid for in whole or in part out of public funds. In this context, "construction" includes work performed during the design and preconstruction phases of construction including, but not limited to, inspection and land surveying work. SECTION 12. NONDISCRIMINATION. Service Provider shall not discriminate, in any way, against any person on the basis of race, color, religious creed, national origin, ancestry, sex, age, physical handicap, medical condition or marital status in connection with or related to the performance of this Agreement. SECTION 13. UNAUTHORIZED ALIENS. Service Provider hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C.A. §§ 1101, et seq., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Service Provider so employ such unauthorized aliens for the performance of the Services, and should the any liability or sanctions be imposed against City for such use of unauthorized aliens, Service Provider hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions imposed, together with any and all costs, including attorneys' fees, incurred by City. - 5 - SECTION 14. CONFLICTS OF INTEREST. (a) Service Provider covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Service Provider's performance of the Services. Service Provider further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of the City Manager. Service Provider agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement. (b) City understands and acknowledges that Service Provider is, as of the date of execution of this Agreement, independently involved in the performance of non- related services for other governmental agencies and private parties. Service Provider is unaware of any stated position of City relative to such projects. Any future position of City on such projects shall not be considered a conflict of interest for purposes of this section. (c) City understands and acknowledges that Service Provider will, perform non-related services for other governmental agencies and private Parties following the completion of the Services under this Agreement. Any such future service shall not be considered a conflict of interest for purposes of this section. SECTION 15. CONFIDENTIAL INFORMATION; RELEASE OF INFORMATION. (a) All information gained or work product produced by Service Provider in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Service Provider. Service Provider shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the City Manager, except as may be required by law. (b) Service Provider, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the City Manager or unless requested by the City Attorney of City, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered "voluntary" provided Service Provider gives City notice of such court order or subpoena. (c) If Service Provider, or any officer, employee, agent or subcontractor of Service Provider, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Service Provider for any damages, costs and fees, including attorneys fees, caused by or incurred as a result of Service Provider's conduct. -6- (d) Service Provider shall promptly notify City should Service Provider , its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed thereunder. City retains the right, but has no obligation, to represent Service Provider or be present at any deposition, hearing or similar proceeding. Service Provider agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Service Provider. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response. SECTION 16. INDEMNIFICATION. (a) Indemnification for Professional Liability. Where the law establishes a professional standard of care for Service Provider's services, to the fullest extent permitted by law, Service Provider shall indemnify, protect, defend and hold harmless City and any and all of its officials, employees and agents ("Indemnified Parties") from and against any and all liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged or threatened, including attorneys fees and costs, court costs, interest, defense costs, and expert witness fees) arise out of, are a consequence of, or are in any way attributable to, in whole or in part, any negligent or wrongful act, error or omission of Service Provider, or by any individual or entity for which Service Provider is legally liable, including but not limited to officers, agents, employees or sub-contractors of Service Provider, in the performance of professional services under this Agreement. (b) Indemnification for Other than Professional Liability. Other than in the performance of professional services and to the full extent permitted by law, Service Provider shall indemnify, protect, defend and hold harmless City, and any and all of its employees, officials and agents from and against any liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged or threatened, including attorneys fees and costs, court costs, interest, defense costs, and expert witness fees), where the same arise out of, are a consequence of, or are in any way attributable to, in whole or in part, the performance of this Agreement by Service Provider or by any individual or entity for which Service Provider is legally liable, including but not limited to officers, agents, employees or sub-contractors of Service Provider. (c) Indemnification from Subcontractors. Service Provider agrees to obtain executed indemnity agreements with provisions identical to those set forth in this section from each and every subcontractor or any other person or entity involved by, for, with or on behalf of Service Provider in the performance of this Agreement naming the Indemnified Parties as additional indemnitees. In the event Service Provider fails to obtain such indemnity obligations from others as required herein, Service Provider agrees to be fully responsible according to the terms of this section. Failure of City to monitor compliance with these requirements imposes no additional obligations on City -7- and will in no way act as a waiver of any rights hereunder. This obligation to indemnify and defend City as set forth herein is binding on the successors, assigns or heirs of Service Provider and shall survive the termination of this Agreement or this section. (d) Limitation of Indemnification. Notwithstanding any provision of this section to the contrary, design professionals are required to defend and indemnify the City only to the extent permitted by Civil Code Section 2782.8, which limits the liability of a design professional to claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the design professional. The term "design professional," as defined in Section 2782.8, is limited to licensed architects, licensed landscape architects, registered professional engineers, professional land surveyors, and the business entities that offer such services in accordance with the applicable provisions of the California Business and Professions Code. (e) City's Negligence. The provisions of this section do not apply to claims occurring as a result of City's sole negligence. The provisions of this section shall not release City from liability arising from gross negligence or willful acts or omissions of City or any and all of its officials, employees and agents. SECTION 17. INSURANCE. Service Provider agrees to obtain and maintain in full force and effect during the term of this Agreement the insurance policies set forth in Exhibit "C" "Insurance" and made a part of this Agreement. All insurance policies shall be subject to approval by City as to form and content. These requirements are subject to amendment or waiver if so approved in writing by the City Manager. Service Provider agrees to provide City with copies of required policies upon request. SECTION 18. ASSIGNMENT. The expertise and experience of Service Provider are material considerations for this Agreement. City has an interest in the qualifications and capability of the persons and entities who will fulfill the duties and obligations imposed upon Service Provider under this Agreement. In recognition of that interest, Service Provider shall not assign or transfer this Agreement or any portion of this Agreement or the performance of any of Service Provider's duties or obligations under this Agreement without the prior written consent of the City. Any attempted assignment shall be ineffective, null and void, and shall constitute a material breach of this Agreement entitling City to any and all remedies at law or in equity, including termination of this Agreement pursuant to Section 20 "Termination of Agreement." City acknowledges, however, that Service Provider, in the performance of its duties pursuant to this Agreement, may utilize subcontractors. SECTION 19. CONTINUITY OF PERSONNEL -8- Service Provider shall make every reasonable effort to maintain the stability and continuity of Service Provider's staff and subcontractors, if any, assigned to perform the Services. Service Provider shall notify City of any changes in Service Provider's staff and sub-contractors, if any, assigned to perform the Services prior to and during any such performance. SECTION 20. TERMINATION OF AGREEMENT. (a) City may terminate this Agreement, with or without cause, at any time by giving thirty (30) days written notice of termination to Service Provider. In the event such notice is given, Service Provider shall cease immediately all work in progress. (b) Service Provider may terminate this Agreement for cause at any time upon thirty (30) days written notice of termination to City. (c) If either Service Provider or City fail to perform any material obligation under this Agreement, then, in addition to any other remedies, either Service Provider, or City may terminate this Agreement immediately upon written notice. (d) Upon termination of this Agreement by either Service Provider or City, all property belonging exclusively to City which is in Service Provider's possession shall be returned to City. Service Provider shall furnish to City a final invoice for work performed and expenses incurred by Service Provider, prepared as set forth in Section 4 "Compensation and Method of Payment" of this Agreement. This final invoice shall be reviewed and paid in the same manner as set forth in Section 4 "Compensation and Method of Payment" of this Agreement. SECTION 21. DEFAULT. In the event that Service Provider is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Service Provider for any work performed after the date of default. Instead, the City may give notice to Service Provider of the default and the reasons for the default. The notice shall include the timeframe in which Service Provider may cure the default. This timeframe is presumptively thirty (30) days, but may be extended, though not reduced, if circumstances warrant. During the period of time that Service Provider is in default, the City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. In the alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Service Provider does not cure the default, the City may take necessary steps to terminate this Agreement under Section 20 "Termination of Agreement." Any failure on the part of the City to give notice of the Service Provider's default shall not be deemed to result in a waiver of the City's legal rights or any rights arising out of any provision of this Agreement. SECTION 22. EXCUSABLE DELAYS. Service Provider shall not be liable for damages, including liquidated damages, if any, caused by delay in performance or failure to perform due to causes beyond the -9- control of Service Provider. Such causes include, but are not limited to, acts of God, acts of the public enemy, acts of federal, state or local governments, acts of City, court orders, fires, floods, epidemics, strikes, embargoes, and unusually severe weather. The term and price of this Agreement shall be equitably adjusted for any delays due to such causes. SECTION 23. COOPERATION BY CITY. All public information, data, reports, records, and maps as are existing and available to City as public records, and which are necessary for carrying out the Services shall be furnished to Service Provider in every reasonable way to facilitate, without undue delay, the Services to be performed under this Agreement. SECTION 24. NOTICES. All notices required or permitted to be given under this Agreement shall be in writing and shall be personally delivered, or sent by telecopier or certified mail, postage prepaid and return receipt requested, addressed as follows: To City: City of Temple City Attn: City Manager 9701 Las Tunas Drive Temple City, CA 91780 To Service Provider: David Taussig and Associates, Inc. Attn: David Taussig 5000 Birch Street, Suite 6000 Newport Beach, CA 92660 Notice shall be deemed effective on the date personally delivered or transmitted by facsimile or, if mailed, three (3) days after deposit of the same in the custody of the United States Postal Service. SECTION 25. AUTHORITY TO EXECUTE. The person or persons executing this Agreement on behalf of Service Provider represents and warrants that he/she/they has/have the authority to so execute this Agreement and to bind Service Provider to the performance of its obligations hereunder. SECTION 26. ADMINISTRATION AND IMPLEMENTATION. This Agreement shall be administered and executed by the City Manager or his or her designated representative. The City Manager shall have the authority to issue interpretations and to make amendments to this Agreement, including amendments that commit additional funds, consistent with Section 28 "Amendment" and the City Manager's contracting authority under the Temple City Municipal Code. -10- SECTION 27. BINDING EFFECT. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the Parties. SECTION 28. AMENDMENT. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Service Provider and by the City. The City Manager shall have the authority to approve any amendment to this Agreement if the total compensation under this Agreement, as amended, would not exceed the City Manager's contracting authority under the Temple City Municipal Code. All other amendments shall be approved by the City Council. The Parties agree that the requirement for written modifications cannot be waived and that any attempted waiver shall be void. SECTION 29. WAIVER. Waiver by any Party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any Party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision nor a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work or services by Service Provider shall not constitute a waiver of any of the provisions of this Agreement. SECTION 30. LAW TO GOVERN; VENUE. This Agreement shall be interpreted, construed and governed according to the laws of the State of California. In the event of litigation between the Parties, venue in state trial courts shall lie exclusively in the County of Los Angeles, California. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in Los Angeles. SECTION 31. ATTORNEYS FEES, COSTS AND EXPENSES. In the event litigation or other proceeding is required to enforce or interpret any provision of this Agreement, the prevailing Party in such litigation or other proceeding shall be entitled to an award of reasonable attorney's fees, costs and expenses, in addition to any other relief to which it may be entitled. SECTION 32. ENTIRE AGREEMENT. This Agreement, including the attached Exhibits "A" through "C", is the entire, complete, final and exclusive expression of the Parties with respect to the matters addressed therein and supersedes all other agreements or understandings, whether oral or written, or entered into between Service Provider and City prior to the execution of this Agreement. No statements, representations or other agreements, whether oral -11 - ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of ORANGE On 10/31/2018 before me, EDNA GARRETT, NOTARY PUBLIC (insert name and title of the officer) personally appeared -;:-D~A,-V_I.,-D_T7A_U--,-S:-S-:-IG---,---~---:-:----:-:----:-c~--.,-.,----,-------:--:-:--c---' who proved to me on the basis of satisfactoryevidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENAL TV OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS rny hand and official seal. (Seal) EDNA P. GARREn Notary Public-California Orange County Commission# 2201790 Comm. 1 18,2021 (2"d signature required if Corporation, Incorporation or Limited Liability Corporation) NOTE: SERVICE PROVIDER'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO SERVICE PROVIDER'S BUSINESS ENTITY. -13- ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of ORANGE On 10/31/2018 before me, EDNA GARRETT, NOTARY PUBLIC (insert name and title of the officer) personally appeared -;-;-D---;A,-V_I-,--D_T-::-A_U--:-S:-S:-IG~----,--,---------:----:------:---;--;-~---;--;--,----;---' who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. ~"•••••e=ee 00 ...... , EDNA P. GARRETT J :;: · NotaryPubHc-CaUfornla ~ Orange County ~ Commission# 2201790 ..... {Seal) MyComm. ExpiresJun 18,2021 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. ALL-PURPOSE ACKNOWLEDGMENT NOTARY FOR CALIFORNIA STATE OF CALIFORNIA COUNTY OF LOS ANGELES On -----""""..,----'-'2"'0'---, before me, -""'="""",...,.,""''11'7"""'=-r:"""""""""'""'""'""'""""';-;-c;;r;r.;""--a e Name And l1fle Of Oft1cer (e.g. "Jane Doe, Notary Pubhc) personally appeared------------------------------- Name of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature of Notary Public OPTIONAL Though this section is optional, completing this information can deter alternation of the document or fraudulent reattachment of this form to an unintended document. CAPACIT(IES) CLAIMED BY SIGNER($) Signer's Name: Individual Corporate Officer DESCRIPTION OF ATTACHED DOCUMENT Title(s) Title or Type of Document Partner(s) Limited Attorney-In-Fact Trustee(s) Guardian/Conservator Other: Signer is representing: Name Of Person(s) Or Entity(ies) General Number Of Pages Date Of Document Signer(s) Other Than Named Above A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. ALL-PURPOSE ACKNOWLEDGMENT NOTARY FOR CALIFORNIA STATE OF CALIFORNIA COUNTY OF LOS ANGELES ) ) On -----=,----_,_,2,0'----'' before me, -,===rrn=====..,.,.,==""====r---a e Name And IItie Of Off1cer (e.g. "Jane Doe, Notary Publ1c') who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies ), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature of Notary Public OPTIONAL Though this section is optional, completing this information can deter alternation of the document or fraudulent reattachment of this form to an unintended document. CAPACIT(IES) CLAIMED BY SIGNER(S) Signer's Name: Individual Corporate Officer DESCRIPTION OF ATTACHED DOCUMENT Title(s) Title or Type of Document Partner(s) Limited Attorney-In-Fact Trustee(s) Guardian/Conservator Other: Signer is representing: Name Of Person(s) Or Entity(ies) General Number Of Pages Date Of Document Signer(s) Other Than Named Above EXHIBIT "A" SCOPE OF SERVICES I. Service Provider will perform the following Services: SCOPE OF WORK FOR DEVELOPMENT IMPACT FEE STUDY The Scope of Work listed below has been devised to include all tasks necessary to prepare and update the City's current fee program so that it continues to comply with California Government Code Section 66000 et seq. in concert with the jurisprudence developed by various Federal District and State Courts. David Taussig and Associates, Inc., (DTA)'s General Counsel regularly reviews state and federal legal and administrative opinions, regulations, and statutes that might affect or modify Development Impact Fee Nexus Studies in California. Work products stemming from the Work Plan described in this section will include: • A memorandum summarizing the fee methodology options • The draft and final administrative reports • Comparative Regional Impact Fee Survey • Facility/Capital Needs List • Fee implementation ordinance TASK NO.1-DEVELOP PROJECT STRATEGY AND KICK-OFF MEETING (WEEKS 1-4) DTA staff will meet with City staff in a project kick-off meeting to finalize the details of the project, deliverables, timetables, and tasks, discuss the fee methodologies and best practices, identify needed information (i.e., reports, project/needs lists, stakeholder groups, data, etc.), prepare final schedule, discuss the public process, and resolve other concerns as appropriate. TASK NO.2-PREPARE COMPARATIVE REGIONAL IMPACT FEE SURVEY (WEEKS 1-7) DTA shall conduct a regional survey of the development impact fee programs that are currently being imposed in other neighboring jurisdictions, as selected by the City. The survey will include the current fee levels, current fee methodology, and current fee credit methodology. Survey results will be formalized into a summary report and presented to City staff for review. TASK NO.3-DEVELOP POPULATION AND DWELLING UNIT PROJECTIONS (WEEKS 1-7) DTA will compile and document existing and future population, employment and development estimates for the City. The projections resulting from th.is task will ultimately be used to calculate fee levels. At this stage, DTA would evaluate City resources, influences, and all factors affecting the existing Study, and the various current and proposed/new fees. · A-1 This task comprises four subtasks: Subtask 31A)-Population Projections DTA will gather existing information on present and future population for the City from various sources, including City Staff, the General Plan, existing Master Plans, SCAG, the U.S. Census, the State Department of Finance, and from other data sources, including the City's Capital improvement Program (CIP). Subtask 3(8)-Conduct Entitlement Research and Projections DTA will coordinate with the Community Development Department to determine existing and future residential and non-residential development within the City over the planning horizon (2040, or such other horizon as selected by City staff.} To complete this subtask, DTA will: • Review the General Plan/CIP and related plans to determine expected development land use patterns in the City. • Review City records to identify existing entitlements for dwelling units and commercial/industrial development. • Project the number of new dwelling units and commercial/industrial development based on existing entitlements and on population projections through 2040, or such other target year as selected by City staff. Subtask 3(C) -Review Current City Fee Structure DTA shall review and summarize the City's current development fee structures, and current City policies and procedures and other regulatory requirements affecting potential fee structures and revenue program requirements. Subtask 3(D)-Review Prior City Fee Justification Studies DTA shall review the approach and methodology utilized in prior City fee justification studies to determine the best way to meet the City's current needs. TASK NO.4-PREPARE I REVIEW FACILITY I CAPITAL NEEDS AND LEVELS OF SERVICE (WEEKS 1-10) This task entails a review of the facility and capital needs required to serve the new development in the study area projected under Task 3. DT A will use existing City materials (including any relevant master plans) as base documents and focus on updating this information. For any fee program to be comprehensive in its scope, it is necessary to complete a thorough identification and review of all the facilities impacted by additional growth, including those already discussed in the General Plan or CIP, as well as an audit trail for future changes to these facilities and/or their costs. This task will require close coordination with all City departments. Subtask 4(A)-Survey/Interview City Staff A-2 DT A shall survey/interview City staff to review projected facilities in the City, along with major equipment needs, the timing at which improvements will be needed, and any physical data that would assist in developing the costs estimated below in Subtask 4(C). Based upon the results of the surveys and interviews, DTA will verify and, if appropriate, expand the list of new facilities found in the General Plan/CIP to be included within the fee program for the City. Subtask 4(B)-Facilities List Based on the information collected in Subtask 3(A), DTA shall work with the City to prepare a facilities Needs List that details the new facilities and equipment to serve new development in the City. Subtask 4(C)-Review Cost Estimates DTA's engineering and technical staff will, as necessary; consult with City department heads and/or engineering staff or equivalent to ascertain and understand in-house cost data for existing and projected facilities and equipment; apply appropriate inflation and cost of living escalators to the list of projected public facilities to determine future costs; review and/or refine existing cost data; examine major sources of revenue to fund construction of new public facilities; and provide a proportional estimate between projected costs for new facilities and projected revenue from mitigation fees and other sources. TASK NO.5-DEVELOP METHODOLOGY FOR CALCULATING APPROPRIATE FEE LEVELS (WEEKS 8-15) This task entails developing the methodology used to establish the fee amount for each fee component to the extent appropriate. Two critical issues must be considered in developing a fee program. The fee program must generate revenues in a timely manner, and the methodology must meet the nexus or benefit requirements of AB 1600. Since fees of any kind are controversial, it is critical that any fee established be legally defensible. DTA's fee study methodology must meet the nexus or benefit requirements of AB 1600, which mandate that there be a nexus between fees imposed, the use of the fees, and the development projects on which the fees are imposed. Furthermore, there must be a relationship between the amount of the fee and the cost of the improvements. In order to impose a fee as a condition for a development project, the methodology must accomplish the following: • Identify the purpose of the fee. • Identify the use to which the fee is to be put. If the use is financing public facilities, the facilities must be identified. • Determine how there is a reasonable relationship between the fee's use and the development project on which the fee is imposed. • Determine how there is a reasonable relationship between the need for the public facility and the development project on which the fee is being imposed. A-3 Implicit in these requirements is a stipulation that a public agency cannot impose a fee to cure existing deficiencies in public facilities or improve public facilities beyond what is required based on the specific impacts of future development. The benefit methodology established in this subtask will be documented in the Report. DTA shall prepare a memorandum to City staff summarizing available methodologies and their pros and. cons. Methodologies to review will include programs based on auto vehicle trips, all mode trips (e.g., auto, transit, bike, pedestrian), square footages or household units, etc. The memo will also discuss, as applicable, context-sensitive and transportation-demand management adjustments, "credits" for capital improvements required as part of a project application, and various treatments of pass-through trips to ensure "fair share" fees. DTA will recommend a fee expenditure plan to ensure that projects can be fully funded and implemented within any required time limits for expenditures of such funds, as well as possible flexibility to allow collected fees to be used to provide the City match for grant applications. Finally, the memo will include recommendations for methodology, stakeholder outreach, and next steps. Upon review and discussion by City staff, a methodology will be selected. Deliverable: Memorandum summarizing the fee methodology options TASK NO.6-DETERMINE FEE LEVELS (WEEKS 8-15) This task entails calculating the fee amounts based upon the dwelling unit and commercial/industrial development projections completed in Task No. 3, facilities needs and costs determined in Task No. 4, and the methodology selected in Task No. 5. An annual administrative charge shall also be included within the fee. Subtask 6(A)-Calculate Recommended Fee Amounts DTA shall calculate the fees for the City by inputting the data compiled under the preceding tasks and computing the amount of each fee to be levied. This work will be prepared in a spreadsheet format, which can be updated annually. Subtask 6(B)-Document Fee Derivation DTA shall document the methodology utilized for the fee calculation model that can be understood by the City and the public. DTA shall prepare written statements documenting the validity of the methodology for deriving each of the fees for the City. These statements will be made to meet the requirements of AB 1600 and will be documented in the Final Report discussed below. Subtask 6(C)-Prepare Technical Report for each Fee DTA will prepare and provide a comprehensive background report, as well as technical reports for each fee that documents the study results, including but not limited to, methodology, findings, supporting justification, recommended impact fees and A-4 calculations that provide the legal nexus between the fee recommendations and new development as statutorily required. TASK NO.7-PREPARE DRAFT AND FINAL REPORTS (WEEKS 8-20} This task entails preparation of the draft and final reports for consideration by City Staff and the City Board of Supervisors. Subtask 7(A}-Prepare Draft Report for Comments Based on the work completed in Task Nos. 1 through 6, DTA will prepare the Draft Report for review and consideration by City staff. The report will be prepared under the standards of AB 1600 and is expected to include: • Executive Summary • Population Projections • Facilities and Improvements List • Areas of Benefit (if applicable) • Fee Calculations • Recommended Fee Levels • Recommended Process for Keeping Fees Current • Fee Credit Mechanisms Subtask 7(B}-Prepare Final Report Based on the incorporation of City staff comments and concerns on the Draft Report, DTA will prepare the Report for presentation to the City Board of Supervisors and City staff. Deliverable: Draft and Final Reports TASK NO.8-OUTLINE TASKS REQUIRED FOR IMPLEMENTATION AND ADMINISTRATION OF FEE PROGRAM (WEEKS 16-20} Prepare a list of tasks required of the City once they have adopted their new Fee Program. These tasks include the determination of actual fee levels if the City decides not to levy the maximum fee levels allowed under the Fee Study, the implementation of the fee credit program, and other issues the City may face when implementing the Fee Program. In addition, DTA shall prepare a draft ordinance to adopt the Fee Program, subject to review and approval by the City's legal counsel. TASK NO.9-ATTEND MEETINGS AND PUBLIC OUTREACH (WEEKS 1-20)(PLUS ADDITIONAL MANDATORY 45 DAYS FOR PUBLIC HEARING) This task entails attendance at six (6) additional meetings/workshops beyond the kickoff meeting, including meetings with City staff, the stakeholders, and the City Council to present interim status of the study, preliminary, and final report and obtain input. Included in this task are two (2) additional strategy sessions with the City team and/or ad hoc City Council committees to help determine the project's direction; two (2) Community meetings, including meeting with Building Industry Association; one (1) City Council meeting and one (1) City Council public hearing. We have found during prior A-5 Fee Study engagements that involving community groups and the Building Industry Association in the development of the infrastructure Needs List and the review of the draft Fee Study provides the political support needed by the City in its deliberations and approval of the Study. DTA shall prepare presentations and handouts for these meetings to better educate the stakeholders, City staff, and the City Council. Additional meetings may also be held but may require additional budget. 11. As part of the Services, Service Provider will prepare and deliver the following tangible work products to the City: · A. A memorandum summarizing the fee methodology options B. The draft and final administrative reports C. Comparative Regional Impact Fee Study Survey D. Facility/Capital Needs List E. Fee implementation ordinance A-6 Ill. The tangible work products and status reports will be delivered to the City pursuant to the following schedule: Task Impact Fee Study w"'"' 11 to 15 w"'"' 16 to :w Wre"' 21 b::l 27* 2 3 5 6 7 8 9 Regional Impact and D'we!linq Unit I Needs Develop Methodolor:~y for Caku!atinq New Fee Amounts, Communkat!ons Plan Determine Fee levels A. Develop project strategy and kick-off meeting (weeks 1-4) B. Prepare Comparative Regional Impact Fee Survey (weeks 1-7) C. Develop population and dwelling unit projections (week 1-7) D. Prepare/Review facility/capital needs and levels of service (weeks 1-1 0) E. Develop methodology for calculating appropriate fee levels (weeks 8-15) F. Prepare draft and final reports (weeks 8-20) G. Outline tasks required for implementation and administration of fee program (weeks 16-20) H. Attend meetings and public outreach (weeks 1-20) V. Service Provider will utilize the following personnel to accomplish the Services: A. David Taussig, President I Principle-in-Charge A-7 B. Kuda Wekwete, Senior Vice President I Project Manger C. Nathan Perez, Esq., Managing Director I Legal Analysis D. Steve Runk, P.E., Vice President I Civil Engineer A-8 EXHIBIT "B" COMPENSATION I. Service Provider shall use the following rates of pay in the performance of the Services: Project Strategy and Kick Off Meetinq $4,350 Reqionallmpact Fee Survey $3,880 Population and Dwelling Unit Projections $4,520 Review of Facility/Capital Needs and $9,090 Levels of Service Develop Methodology for Calculating New $4,680 Fee Amounts and Communications Plans Determine Fee Levels $5,540 Draft and Final Reports $10,420 Outline Tasks for Implementation and $4,910 Administration of Fee Proqram Attend Six (6) Additional Meetings and $15,950 Public Outreach Total $63,340 In addition to fees for services, the City shall reimburse Service Provider for out-of- pocket and administrative expenses by paying a charge equal to 3% of Service Provider's monthly billings for labor, plus clerical time at $75 per hour, travel costs, and outside vendor payments, not to exceed $2,500. Any additional tasks not listed in the Scope of Work that are assigned by the City shall be charged at the hourly rates listed below. Total costs for additional tasks not to exceed $9,160. President/Managing Director $275/Hour Senior Vice President! Vice-President $250/Hour Engineering Manager $180/Hour Senior Associate $150/Hour Associate 2 $140/Hour Associate 1 $130/Hour EXHIBIT "C" INSURANCE A. Insurance Requirements. Service Provider shall provide and maintain insurance, acceptable to the City, in full force and effect throughout the term of this Agreement, against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Services by Service Provider, its agents, representatives or employees. Insurance is to be placed with insurers with a current A.M. Best's rating is an assigned policyholders' Rating of A (or higher) and Financial Size Category Class VII (or larger). Only the following "marked" requirements are applicable and Service Provider shall provide the following scope and limits of insurance: 1. Minimum Scope of Insurance. Coverage shall be at least as broad as: X Commercial General Liability. Insurance Services Office form Commercial General Liability coverage (Occurrence Form CG 0001 ). X Automobile Liability. Service provider shall maintain automobile insurance at least as board as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Service Provider arising out of or in connection with work to be performed under this Agreement, including coverage for any owned, hired, non-owned or rented vehicles. X Workers' Compensation. Workers' Compensation Insurance (Statutory Limits) and Employer's Liability Insurance as required by the Labor Code of State of California covering all persons providing Services on behalf of the Service Provider and all risks to such persons under this Agreement. ~ Professional (Errors and Omissions) Liability. Professional liability insurance appropriate to the Service Provider's profession. This coverage may be written on a "claims made" basis, and must include coverage for contractual liability. The insurance must be maintained for at least three (3) consecutive years following the completion of Service Provider's services or the termination of this Agreement. During this additional three (3) year period, Service Provider shall annually and upon request of the City submit written evidence of this continuous coverage. Service Provider shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement. Any policy inception date, continuity date, or retroactive date must be before the effective date of this agreement and Service Provider agrees to maintain continuous C-1 coverage through a period of no less than three years after completion of the services required by this agreement. 1. Minimum Limits of Insurance. Service Provider shall maintain limits of insurance no less than: (1) Commercial General Liability. $1,000,000 per occurrence, $2,000,000 general aggregate for bodily injury, personal injury and property damage. (2) Automobile Liability. No less than $1,000,000 combined single limit for each accident. (3) Workers' Compensation. Workers' Compensation as required by the Labor Code of the State of California of not less than $1,000,000 per occurrence and Employer's Liability Insurance with limits of at least $1,000,000. (4) Professional Liability. $1,000,000 per claim and in the aggregate. B. Other Provisions. Insurance policies required by this Agreement shall contain the following provisions: 1. All Policies. Each insurance policy required by this Agreement shall be endorsed and state the coverage shall not be suspended, voided, cancelled by the insurer or either Party to this Agreement, reduced in coverage or in limits except after 30 days' prior written notice by certified mail, return receipt requested, has been given to City. 2. Commercial General Liability and Automobile Liability Coverages. (1) City, and its respective elected and appointed officers, officials, and employees and volunteers are to be covered as additional insureds as respects: liability arising out of activities Service Provider performs; products and completed operations of Service Provider; premises owned, occupied or used by Service Provider; or automobiles owned, leased, hired or borrowed by Service Provider. The coverage shall contain no special limitations on the scope of protection afforded to City, and their respective elected and appointed officers, officials, or employees. {2) Service Provider's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. C-2 (3) Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Vendor maintains higher limits than the minimums shown above, the Agency requires and shall be entitled to coverage for the higher limits maintained by the Vendor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the Agency. (4) Coverage provided by the CONTRACTOR shall be primary and any insurance or self-insurance or maintained by Agency shall not be required to contribute to it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of Agency before the Agency's own insurance or self-insurance shall be called upon to protect is as a named insured. (5) Any failure to comply with the reporting or other provisions of the insurance policies, including breaches of warranties, shall not affect coverage provided to City, and its respective elected and appointed officers, officials, employees or volunteers. 3. Workers' Compensation Coverage. Unless the City Manager otherwise agrees in writing, the insurer shall agree to waive all rights of subrogation against City, and its respective elected and appointed officers, officials, employees and agents for losses arising from work performed by Service Provider. C. Other Requirements. Service Provider agrees to deposit with City, at or before the effective date of this Agreement, certificates of insurance necessary to satisfy City that the insurance provisions of this contract have been complied with. The City may require that Service Provider furnish City with copies of original endorsements effecting coverage required by this Exhibit "C". The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. City reserves the right to inspect complete, certified copies of all required insurance policies, at any time. 1. Service Provider shall furnish certificates and endorsements from each subcontractor identical to those Service Provider provides. 2. Any deductibles or self-insured retentions must be declared to and approved by City. At the option of City, either the insurer shall reduce or eliminate such C-3 deductibles or self-insured retentions as respects City or its respective elected or appointed officers, officials, employees and volunteers or the Service Provider shall procure a bond guaranteeing payment of losses and related investigations, claim administration, defense expenses and claims. 3. The procuring of such required policy or policies of insurance shall not be construed to limit Service Provider's liability hereunder nor to fulfill the indemnification provisions and requirements of this Agreement. C-4