HomeMy WebLinkAboutE-07 Staff Report - RFP for Video Production ServicesCONSENT ITEM
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TO: HONORABLE MAYOR, MEMBERS OF THE CITY COUNCIL
VIA: TROY L. BUTZLAFF, ICMA-CM, CITY MANAGER
FROM: LOUIE F. LACASELLA, MANAGEMENT ANALYST
ADRIAN GARCIA, CMC, CHIEF DEPUTY CITY CLERK
DATE: JUNE 19, 2017
SUBJECT: AUTHORIZATION TO RELEASE REQUEST FOR PROPOSALS FOR VIDEO
PRODUCTION SERVICES
SUMMARY:
The City’s current video production contractor is unable to continue to perform the services required by
the City. Therefore, Staff is requesting authorization to release a Request for Proposals (RFP) for
qualified firms for video production services. These services would include recording, broadcasting live
and live streaming all regularly scheduled City Council meeting and Planning Commission meetings and
any other meetings that may be designed by the City. This action approves the release of a RFP for
video production services.
RECOMMENDATION:
Staff recommends that the City Council take the following action:
1) Authorize Staff to release the proposed Request for Proposals (RFP) for Video Production
Services.
BACKGROUND:
The City’s current video production contractor is unable to continue providing services to the City. In
order to retain a qualified firm to provide video production services including the recording,
broadcasting live and live streaming all regularly scheduled City Council meeting and Planning
Commission meetings and any other meetings that may be determined by the City, Staff is requesting
authorization to release a Request for Proposals (RFP). A copy of the RFP is attached.
The RFP includes the following requirements:
Contractor is required to record, broadcast live and live stream all meetings.
APPROVED
CITY COUNCIL
6/19/2017
Request for Proposals for Video Production Services
June 19, 2017
Page 2
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Contractor must be available to meet with representatives from Western Audio Visual for
troubleshooting equipment.
Contractor must verify with City staff that they are knowledgeable of using the City’s
equipment.
Be able to integrate other media into program (PowerPoint, Excel, video, Etc.)
The RFP schedule is as follows:
Request For Proposals Issued: June 20, 2017
Site Visit (not mandatory) July 18, 2017 at 11:00 A.M.
Deadline to Submit Proposals July 27, 2017 at 5:00 P.M.
Assuming multiple submittals are received, a Selection Committee consisting of representatives from
the City’s IT, City Clerk and City Manager’s Department will be formed to evaluate the proposals
according to criteria described in the RFP.
Those firms selected for further review will be invited for an interview and to make a more detailed oral
presentation to the Selection Committee, which will then make its recommendation to the City Manager.
Upon City Council authorization, the selected applicant will enter into a Professional Services
Agreement with the City.
FISCAL IMPACT:
There is no fiscal impact associated with the recommendation action. Once proposals are received and
reviewed by Staff, an update will be provided to the City Council through an agenda report.
Prepared by: Prepared by:
Adrian Garcia, CMC Louie F. Lacasella
Chief Deputy City Clerk Management Analyst
Reviewed and Approved:
Troy L. Butzlaff, ICMA-CM
City Manager
Attachments:
1) Request for Proposal – Video Production Services
REQUEST FOR PROPOSALS
FOR PROFESSIONAL SERVICES
TO PROVIDE
Video Production Services
FOR THE
CITY OF AZUSA
PROPOSAL SUBMITTAL DEADLINE:
DATE: Thursday, July 27, 2017
TIME: 5:00 pm
LOCATION: City of Azusa, City Cle rk’s Office
CITY OF AZUSA
CITY HALL
213 E. FOOTHILL BLVD
AZUSA, CA 91702
626-812-5200
PROJECT MANAGERS: Martin Quiroz and Adrian Garcia
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TABLE OF CONTENTS
I. INTRODUCTION 1
II. PROPOSAL SCHEDULE 1
III. GENERAL INFORMATION 1
IV. TERMS AND CONDITIONS 5
V. PROPOSAL CONTENT/VIDEO PRODUCTION SCOPE/REQUIREMENTS 7,8
VI. EVALUATION PROCEDURES 9
VII. STAFF CONTACT 10
EXHIBIT “A” SCOPE OF SERVICES
EXHIBIT “B” SAMPLE CONTRACT SERVICES AGREEMENT
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City of Azusa
213 E. Foothill Blvd
Azusa, CA 91702
Video Production Services for
City Council Meetings, Planning Commission Meetings and Special Meetings
Request for Proposals
I. INTRODUCTION
The City of Azusa is requesting services and cost proposals from a qualified
and experienced CONSULTANT to provide Video Production Services for the
City.
II. PROPOSAL SCHEDULE
Request For Proposals Issued: June 20, 2017
Site Visit (not mandatory) July 18, 2017 at 11:00 A.M.
Deadline to Submit Proposals July 27, 2017 at 5:00 P.M.
III. GENERAL INFORMATION
The City seeks proposals from outside firms to provide Video Production Services. The
City will select one qualifying firm to provide the services as defined in the Scope of
Services section of this RFP.
A. Proposal Validity. The Proposer’s pricing shall be valid for a minimum of
90 days.
B. Requests for Information. Questions regarding this RFP are for
clarification purposes only and are to be directed by e -mail in writing to
agarcia@ci.azusa.ca.us.
C. Submission Requirements. Proposals must be received by the Office of
the City Clerk in a sealed envelope with the title of the RFP clearly labeled
along with the name and address of the firm. The submittal packet shall
include one (1) copy of the proposal and one (1) copy of the fee schedule.
Proposals, including appendices, must not exceed 20 sheets on 8.5” x 11”
paper (11” x 17” paper may be used to display organizational charts).
Font size must be at least 12 point for text or 8 point for graphics. Dividers
used to separate sections will not be counted as pages.
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D. Late Submittals. It is strongly recommended that proposals be delivered
in-person or via personal courier by or before the submission deadline.
Proposals received after the specified submission deadline will be
disqualified and not considered. Proposals postmarked prior to the
applicable deadline date but received after the deadline will also be
disqualified and not considered. Proposers are responsible to ensure the
timely submission of their proposal. Proposals may not be submitted by
facsimile or electronic mail.
E. Withdrawal or Modifications. A proposal may be withdrawn or changed
by a written and signed request by the firm prior to the final deadline. If
firms do not make this request before the final deadline, the firm shall be
obligated to fulfill the terms of their proposal as submitted. In the event a
Proposer seeks to withdraw and modify a proposal, the modified proposal
must be submitted before the applicable submission deadline.
F. Addenda. In the event that any portion of this RFP is changed, the City
will provide addenda by fax or e -mail to all firms who have received an
RFP. The signed addenda must be included with the RFP submittal.
Submittals received without the applicable addenda may be rejected as
incomplete.
G. Responsiveness. All submittals will be reviewed by the City to determine
compliance with all requirements and instructions as specified in the RFP.
Firms are notified that failure to comply with any part of the RFP may
result in the rejection of the submittal as non -responsive. The City also
reserves the right, at its sole and absolute discretion to waive minor
administrative irregularities or errors.
H. Costs. The City will not be liable for any costs incurred by the Propos er in
preparing and responding to this RFP. The Proposer shall not include any
pre-contractual expenses as part of the proposed cost.
I. Legal Authorization. All forms and documentation included in this RFP
must be signed and dated by a person authorized to legally bind the
Proposer to a contractual relationship with the City.
J. Conflict of Interest. Proposer is required to issue a brief statement
disclosing potentially conflicting interests including:
1 Any litigation involving the Proposer or the Proposer’s personnel
which is adverse to the City.
K. Rejection of Submittals. The City reserves the right at its sole discretion
to reject any and all submittals received without penalty as a result of this
RFP.
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A proposal may be immediately rejected if: 1.
It contains misrepresentative or misleading information; a)
It is received at any time after the exact date and time set for b)
receipt of proposals;
It does not meet the required specifications or terms and c)
conditions as prescribed;
It is not prepared in the format outlined in this RFP; d)
It is signed by an individual not authorized to represent the e)
Proposer; and
Any other reason in the City’s sole and absolute discretion. f)
L. No Guarantee of Contract. No guarantee is made that any contract will
be awarded in response to this RFP.
M. Insurance Coverage. If a Proposer is selected, all insurance
documentation will be provided to the City prior to the execution of a
contract at the expense of the Proposer. All insurance requ irements are
included as a provision of the contract.
N. Consultants. Proposer shall identify any consultants or sub contractors
and describe the responsibilities that will be assigned to them. The same
level of references and background information required for Proposers
shall be required of consultants and subcontractors including workers
compenstation insurance.
O. Acceptance of Conditions. Proposer shall include a statement offering
the acceptance of all conditions listed in the RFP document (including, bu t
not limited to, all the conditions reflected in the Sample Contract Services
Agreement) which shall be submitted with the proposal.
P. Public Record. All proposals submitted in response to this RFP will
become the property of the City upon submission and a matter of public
record pursuant to applicable law. City reserves the right to make copies
of all proposals available for inspection and copying by interested
members of the public as records of the City and the City shall be under
no obligation to the Proposer to withhold such records. Insofar as a
proposal contains information that the Proposer regards as proprietary
and confidential, it shall be the responsibility of the Proposer (and not the
City) to specifically identify which items of information are proprietary and
clearly identify in writing which specific pieces of information are
proprietary. It shall be insufficient for the Proposer to merely identify the
entire proposal or an entire page or set of pages as proprietary. With
respect to information deemed proprietary, the procedures set forth under
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subsection (T) below shall be observed. Not-to-exceed sums, hourly rates
and the like that may be set forth in a proposal shall not constitute
proprietary information nor shall any information readily available to the
general public or any other information not regarded as proprietary and
confidential under federal or state law.
Q. Right to Request Additional Information. During the evaluation
process the City reserves the right, where it may serve the City’s best
interest, to request additional information or clarifications from Proposers,
or to allow corrections of errors or omissions. At the discretion of the City,
firms submitting proposals may be requested to make oral presentations
as part of the evaluation process.
R. Additional Services. The Scope of Work describes the minimum
baseline level of services required for the services contemplated under
this RFP; however, cost-effective proposals that exceed the minimum
levels of service are welcome. Upon final selection of the firm, the Scope
of Work may be modified and refined during negotiations with the City to
account for the performance of services that exceed the baseline level
called for under this RFP.
S. Conflict of Interest. By signing the Agreement, the successful Proposer
declares and warrants that no elected or appointed official, officer or
employee of the City has been or shall be compensated, directly or
indirectly, in connection with the award of the Agreement or any work for
the proposed project. For the term of the Agreement, no elected or
appointed official, officer or employee of the City, during the term of
his/her service with the City and for two (2) years following his/her
termination of office or employment with the City, shall have any direct
interest in the Agreement, or obtain any present, anticipated or future
material benefit arising therefrom.
T. Confidential Information. City reserves the right to make copies of a
Proposer’s proposal available for inspection and copying by members of
the public (including proposals which may contain information the
Proposer regards as proprietary in nature), unless the City’s legal co unsel
determines that the information which the Proposer regards as proprietary
may be withheld pursuant to applicable provisions of the California Public
Records Act (Gov. Code section 6250 et seq.) or other applicable state or
federal law. In the event City proposes to disclose records containing
information the Proposer has specifically identified as being proprietary
and confidential, City shall notify the Proposer in writing of its intent to
release such information and the Proposer shall have five (5 ) working
days after City’s issuance of its notice to give City written notice of
Proposer’s objection to the City’s release of proprietary information. City
will not release the proprietary information after receipt of the objection
notice from the Proposer unless: (i) the objection notice is not received by
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the City until after the close of business on the 5th day following City’s
issuance of the notice of intent to disclose; (ii) the City is ordered to
release the information by a court of competent jurisdiction; or (iii) the
Proposer’s objection notice fails to include a fully executed indemnification
agreement wherein the Proposer agrees to indemnify, defend and hold
harmless the City, and its elected and appointed officials, officers,
directors, employees and agents from and against all liability, loss, cost or
expense (including attorneys’ fees) arising out of any legal action brought
to compel the release of records containing the proprietary information
which the Proposer wishes to withhold. Again , the Proposer must
specifically identify the information it deems proprietary.
IV. TERMS AND CONDITIONS
A. Certification. By submitting a proposal, Proposer certifies that it has fully
read and understands this RFP and has full knowledge of the nature,
scope and scale of services and tasks that are to be performed under this
RFP. Proposer also certifies that its proposal was prepared without prior
understanding, agreement or connection with any other Proposer
submitting a proposal for this RFP, and is in a ll respects fair and without
collusion or fraud, so that all proposals will result from free, open and
competitive proposing among all Proposers.
B. Reserving Rights. The City reserves the right to reject any and all
proposals received as a result of this RFP. City’s potential award of a
contract will not be based on any single factor nor will it be based solely or
exclusively on the lowest cost proposal. If a contract is awarded, it will be
awarded to the Proposer who in the judgment of the City has presented an
optimal balance of relevant experience, technical expertise, technological
innovation, quality of service, work history and other factors which the City
may consider relevant and important in determining which proposal is best
for the City.
C. Assignment and Guarantee. No assignment by the Proposer of the
contract or any part thereof, or of funds to be received hereunder, is
binding unless the City has given written consent before such assignment.
There is also no guarantee of a minimal amount of work or compensation
for any Proposer selected for contract negotiations.
D. Financial Responsibility for Proposal Costs. The City accepts no
financial responsibility for any costs incurred by the Proposer in
responding to this RFP. Proposals will become the property of the City
and may be used by the City in any way deemed appropriate. Received
proposals will not be returned to the Proposer.
E. Clarification. Should discrepancies or omissions be found in this RFP or
should there be a need to clarify this RFP, questions or comments should
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be emailed to the City’s representative regarding this RFP process. The
City shall not be responsible for, nor be bound by, any oral instructions,
interpretations or explanations issued by the City.
F. Discrimination. The Proposer and all consultants must not discriminate,
nor permit discrimination against any person on the grounds of race,
national origin, sex, handicap, sexual orientation, or veteran status in their
employment practices, in any of their contractual ar rangements, in all
services and accommodations they offer the public or in their business
operations.
G. Equal Opportunity. During the performance of the contract, Proposer
agrees to the following:
1. Proposer shall comply with all the requirements, where applicable, of
the California Fair Employment Practice Commission and provisions
of, when applicable, all federal, State of California, County of Los
Angeles and City of Huntington Park laws and ordinances related to
employment practices.
Proposer shall not discriminate against any employee or applicant for 2.
employment on the basis of race, religion, color, gender, age,
handicap, national origin, or ancestry, except when such a condition
is a bona fide occupational qualification reasonably necessary for the
normal operations of the Proposer. The Proposer agrees to post in
conspicuous places, visible to both employees and applicants for
employment, notices setting forth the provisions of this
nondiscrimination clause.
Proposer, in all solicitations or advertisements for employees, placed 3.
by, or on behalf of the Proposer, shall state that Proposer is an Equal
Opportunity Employer.
H. Indemnification. Proposer, at its own expense and without exception,
shall indemnify, defend and pay all damages, costs, expenses, including
attorneys’ fees, and otherwise hold harmless the City, its employees and
agents from any liability of any nature or kind with regard to the
preparation or presentation of a proposal in response to this RFP.
I. Gratuity Prohibition. Proposer shall not offer any gratuities, favors or
anything of monetary value to any official, employee or agent of the City
for the purpose of influencing consideration of this proposal. \
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V. PROPOSAL CONTENT
Cover Letter
The cover letter should be signed by a person with the official authority to bind the
company. The letter must also include the name, address, telephone number, email
address, title and signature of the firm’s contact person for this RFP and state that the
submittal is valid for 90 days. An acceptance to the City’s standard contract should also
be included.
Approach
The purpose of the response is to demonstrate the Proposer’s competence and
capacity to provide the services listed in the scope of work for the City of Huntington
Park in conformity with the requirements of this Request for Proposals. As such, the
substance of the Request for Proposals and Proposals will carry more weight than their
form or manner of presentation. The technical response should demonstrate the
Proposal of the individual or organization and of the particular staff to be assigned to
this engagement.
The Proposal should be prepared to all the points outlined in the Request for Proposals.
The Proposal should be prepared simply and economically, providing a straightforwa rd,
concise description of the individual’s or firm’s capabilities to satisfy the requirements of
the Request for Proposals. Please provide as much information as possible regarding
qualifications and experience.
Submission Requirements
Name, contact, address, telephone and fax number, and email of firm.
Type of organization (i.e., individual, partnership, corporation, joint venture, etc.),
year established, and address of home office if different than above.
Firm’s history and number of years in business.
Provide all necessary licenses, permits and certifications relating t o the scope of
work.
Review and complete all Exhibits attached hereto as requested.
Any other information you feel is appropriate to assist in the selection process.
Video Production Scope
Frequency
The City Council Meetings are conducted the first and third Monday of each month
and Planning Commission meetings are conducted the second and fourth
Wednesday of each month. Contractor should also be available for any special
meetings as scheduled by the City Clerk’s office (meetings will usually have a lead
time of at least one week).
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Location
City Council/Planning Commission meets at the Azusa Auditorium located at 213 E.
Foothill Blvd, Azusa, CA 91702 Meeting locations may change due to scheduling
conflicts. Contractor will be notified of all changes in location.
Times
The City Council meetings begin at 6:30 pm. And Planning Commission begins at 7:00
pm. The meetings conclude at various times dependent upon agenda but average 3
hours per meeting. The production company will be required to set up, test Granicus
stream and in some instances prepare and test power point and video presentations
prior to the meeting. All equipment must be properly shut down after each meeting.
Video Production Service Requirements
Contractor is required to record, broadcast live and live stream all meetings.
Contractor must be available to meet with representatives from Western Audio
Visual for troubleshooting equipment. Include in your hourly rate.
Contractor must verify with city staff that they are knowledgeable of using the
City’s equipment.
Be able to integrate other media into program (PowerPoint, Excel, video, Etc.)
Any alternatives to the requirements above will need to be approved by City staff.
Site Visit (not mandatory)
A site visit will be held on Tuesday, July 18, 2017 at 11:00 AM, in the Azusa Auditorium
located at 213 E. Foothill Blvd, Azusa, CA 91702. Although attendance is not
mandatory, interested proposers are strongly encouraged to attend. Proposers are
encouraged to submit questions in advance to the Chief Deputy City Clerk, Adrian
Garcia, agarcia@ci.azusa.ca.us or Neighborhood Improvement Coordinator, Martin
Quiroz, mquiroz@ci.azusa.ca.us .
Fee Schedule
Provide complete cost breakdown.
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Parts and Material
All parts and materials required for the performance of the work shall be included in the
fee for this scope of work and no additional compensation will be allowed.
Proposed Staffing and Project Team
This section should establish Proposer’s experience and experience of personnel that
will properly perform the scope of work. Identify key personnel to be assigned and their
experience (detailed).
References
All qualified Proposers must submit a list of at least three firms, organizations, or major
customers to whom they have provided services within the past five years. Along with
this information supply the name, address and phone number of each reference listed.
Letters of recommendation and references from other municipalities or public agencies
are preferred.
VI. EVALUATION PROCEDURES
A. Proposal Evaluation. The City staff will evaluate all proposals received to
determine the firm that best meets the needs of the City. The City shall not be
obligated to accept the lowest priced proposal but the City may make
award(s) in the best interests of the City after all factors are considered,
including, but not limited to, the demonstrated competence, experience and
qualifications of the Proposer.
B. Review of Proposals. Firms that do not meet the “Mandatory Elements”
listed in Section C1 below will be eliminated from further consideration.
C. Proposal Evaluation Criteria. Proposals will be evaluated using two (2) sets
of criteria. Forms meeting the mandatory elements will have their proposals
evaluated. The following represent the principal selection criteria which will
be considered during the evaluation process. City reserves the right to select
any firm that submits a complete and timely proposal.
1. Mandatory Elements
The firm is an independent CONSULTANT properly licensed a)
and insured to practice in California.
The firm has no conflict of interest with regard to any other b)
work performed by the firm for the City.
The firm adheres to the instructions in this RFP on preparing c)
and submitting the proposal.
2. Qualitative Evaluation
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a) Experience and Performance:
1. The firm’s past experience and performance on specific
government engagements (i.e., references).
2. Distinguishing features, skill and/or services (these may
include demonstrated experience of the assigned staff to
the project).
3. Firm’s statement on why it believes itself to be best
qualified (cover letter).
b) Ability to complete work in a timely manner and references.
3. Oral presentation/interview (at the option of the City)
The Proposers with the three highest combined scores may expect to
be interviewed by the City staff. Upon completion of the interviews,
negotiation of compensation, and/or terms and conditions, a contract
may be prepared and submitted to the City Council for approval.
D. PROPOSAL SUBMITTAL. Proposals must be received by the Office of the
City Clerk in a sealed envelope with the title of the RFP clearly labeled along
with the name and address of the firm. The submittal packet shall include
ONE (1) copy of the proposal and ONE (1) copy of the fee schedule. The
submittal package shall be addressed as follows:
Office of the City Clerk
City of Azusa
213 E. Foothill Blvd
Azusa, CA 91702
Proposals can be hand delivered or mailed to the address listed above. Proposals will
not be accepted by fax or e-mail. The proposal shall be delivered to the above
address.
VII. STAFF CONTACT
For inquiries, please contact Martin Quiroz via email at mquiroz@ci.azusa.ca.us or
Adrian Garcia via email at agarcia@ci.azusa.ca.us or by phone at 626-812-5200.
Issued by:
City of Azusa
City Manager’s Office
Troy L. Butzlaff, ICMA-CM
City Manager
EXHIBIT “A”
SCOPE OF SERVICES
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EXHIBIT “B”
CITY OF AZUSA
SAMPLE PROFESSIONAL SERVICES AGREEMENT
1. PARTIES AND DATE.
This Agreement is made and entered into this ____ day of ________________, 20___ by
and between the City of Azusa, a municipal corporation organized under the laws of the State of
California with its principal place of business at 213 East Foothill Boulevard, Azusa, California
91702 (“City”) and [INSERT NAME OF COMPANY], a [INSERT TYPE OF BUSINESS: CORPORATION;
LIMITED LIABILITY COMPANY; ETC.] with its principal place of business at [INSERT ADDRESS]
(“Consultant”). City and Consultant are sometimes individually referred to herein as “Party” and
collectively as “Parties.”
2. RECITALS.
2.1 Consultant.
Consultant desires to perform and assume responsibility for the provision of certain
professional services required by the City on the terms and conditions set forth in this
Agreement. Consultant represents that it is experienced in providing [INSERT TYPE OF SERVICES]
services to public clients, is licensed in the State of California, and is familiar with the plans of
City.
2.2 Project.
City desires to engage Consultant to render such services for the [INSERT NAME OF
PROJECT] project (“Project”) as set forth in this Agreement.
3. TERMS.
3.1 Scope of Services and Term.
3.1.1 General Scope of Services. Consultant promises and agrees to furnish to
the City all labor, materials, tools, equipment, services, and incidental and customary work
necessary to fully and adequately supply the professional [INSERT TYPE OF SERVICES] consulting
services necessary for the Project (“Services”). The Services are more particularly described in
Exhibit “A” attached hereto and incorporated herein by reference. All Services shall be subject
to, and performed in accordance with, this Agreement, the exhibits attached hereto and
incorporated herein by reference, and all applicable local, state and federal laws, rules and
regulations.
3.1.2 Term. The term of this Agreement shall be from [INSERT START DATE] to
[INSERT ENDING DATE], unless earlier terminated as provided herein. Consultant shall complete
the Services within the term of this Agreement, and shall meet any other established schedules
[INSERT NAME OF COMPANY]
Page 4 of [INSERT LAST PAGE OF AGREEMENT]
8513273_1
and deadlines. The Parties may, by mutual written consent, extend the term of this Agreement if
necessary to complete the Services.
3.2 Responsibilities of Consultant.
3.2.1 Control and Payment of Subordinates; Independent Contractor. The
Services shall be performed by Consultant or under its supervision. Consultant will determine
the means, methods and details of performing the Services subject to the requirements of this
Agreement. City retains Consultant on an independent contractor basis and not as an employee.
Consultant retains the right to perform similar or different services for others during the term of
this Agreement. Any additional personnel performing the Services under this Agreement on
behalf of Consultant shall also not be employees of City and shall at all times be under
Consultant’s exclusive direction and control. Consultant shall pay all wages, salaries, and other
amounts due such personnel in connection with their performance of Services under this
Agreement and as required by law. Consultant shall be responsible for all reports and
obligations respecting such additional personnel, including, but not limited to: social security
taxes, income tax withholding, unemployment insurance, disability insurance, and workers’
compensation insurance.
3.2.2 Schedule of Services. Consultant shall perform the Services
expeditiously, within the term of this Agreement, and in accordance with the Schedule of
Services set forth in Exhibit “B” attached hereto and incorporated herein by reference.
Consultant represents that it has the professional and technical personnel required to perform the
Services in conformance with such conditions. In order to facilitate Consultant’s conformance
with the Schedule, City shall respond to Consultant’s submittals in a timely manner. Upon
request of City, Consultant shall provide a more detailed schedule of anticipated performance to
meet the Schedule of Services.
3.2.3 Conformance to Applicable Requirements. All work prepared by
Consultant shall be subject to the approval of City.
3.2.4 Substitution of Key Personnel. Consultant has represented to City that
certain key personnel will perform and coordinate the Services under this Agreement. Should
one or more of such personnel become unavailable, Consultant may substitute other personnel of
at least equal competence upon written approval of City. In the event that City and Consultant
cannot agree as to the substitution of key personnel, City shall be entitled to terminate this
Agreement for cause. As discussed below, any personnel who fail or refuse to perform the
Services in a manner acceptable to the City, or who are determined by the City to be
uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a
threat to the safety of persons or property, shall be promptly removed from the Project by the
Consultant at the request of the City. The key personnel for performance of this Agreement are
[INSERT NAME OF COMPANY]
Page 5 of [INSERT LAST PAGE OF AGREEMENT]
8513273_1
as follows: [INSERT NAMES].
3.2.5 City’s Representative. The City hereby designates [INSERT NAME OR
TITLE], or his or her designee, to act as its representative for the performance of this Agreement
(“City’s Representative”). City’s Representative shall have the power to act on behalf of the
City for all purposes under this Contract. Consultant shall not accept direction or orders from
any person other than the City’s Representative or his or her designee.
3.2.6 Consultant’s Representative. Consultant hereby designates [INSERT NAME
OR TITLE], or his/her designee, to act as its representative for the performance of this Agreement
(“Consultant’s Representative”). Consultant’s Representative shall have full authority to
represent and act on behalf of the Consultant for all purposes under this Agreement. The
Consultant’s Representative shall supervise and direct the Services, using his/her best skill and
attention, and shall be responsible for all means, methods, techniques, sequences and procedures
and for the satisfactory coordination of all portions of the Services under this Agreement.
3.2.7 Coordination of Services. Consultant agrees to work closely with City
staff in the performance of Services and shall be available to City’s staff, consultants and other
staff at all reasonable times.
3.2.8 Standard of Care; Performance of Employees. Consultant shall perform
all Services under this Agreement in a skillful and competent manner, consistent with the
standards generally recognized as being employed by professionals in the same discipline in the
State of California. Consultant represents and maintains that it is skilled in the professional
calling necessary to perform the Services. Consultant warrants that all employees and
subcontractors shall have sufficient skill and experience to perform the Services assigned to
them. Finally, Consultant represents that it, its employees and subcontractors have all licenses,
permits, qualifications and approvals of whatever nature that are legally required to perform the
Services, including a City Business License, and that such licenses and approvals shall be
maintained throughout the term of this Agreement. As provided for in the indemnification
provisions of this Agreement, Consultant shall perform, at its own cost and expense and without
reimbursement from the City, any services necessary to correct errors or omissions which are
caused by the Consultant’s failure to comply with the standard of care provided for herein. Any
employee of the Consultant or its sub-consultants who is determined by the City to be
uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat
to the safety of persons or property, or any employee who fails or refuses to perform the Services
in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant
and shall not be re-employed to perform any of the Services or to work on the Project.
3.2.9 Period of Performance and Liquidated Damages. Consultant shall perform
and complete all Services under this Agreement within the term set forth in Section 3.1.2 above
(“Performance Time”). Consultant shall also perform the Services in strict accordance with any
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completion schedule or Project milestones described in Exhibits “A” or “B” attached hereto, or
which may be separately agreed upon in writing by the City and Consultant (“Performa nce
Milestones”). Consultant agrees that if the Services are not completed within the aforementioned
Performance Time and/or pursuant to any such Project Milestones developed pursuant to
provisions of this Agreement, it is understood, acknowledged and agreed that the City will suffer
damage. [***INCLUDE THE FOLLOWING SENTENCE ONLY IF YOU'RE INCLUDING
LD'S – DELETE OTHERWISE – DON'T SIMPLY INSERT $0; ALSO DELETE “AND
LIQUIDATED DAMAGES” FROM TITLE OF SECTION***]Pursuant to Government Code
Section 53069.85, Consultant shall pay to the City as fixed and liquidated damages the sum of
[***INSERT WRITTEN DOLLAR AMOUNT***] Dollars ($[***INSERT NUMERICAL
DOLLAR AMOUNT***]) per day for each and every calendar day of delay beyond the
Performance Time or beyond any Project Milestones established pursuant to this Agreement.
3.2.10 Laws and Regulations; Employee/Labor Certifications. Consultant shall
keep itself fully informed of and in compliance with all local, state and federal laws, rules and
regulations in any manner affecting the performance of the Project or the Services, including all
Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable
for all violations of such laws and regulations in connection with Services. If t he Consultant
performs any work knowing it to be contrary to such laws, rules and regulations and without
giving written notice to the City, Consultant shall be solely responsible for all costs arising
therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers,
employees and agents free and harmless, pursuant to the indemnification provisions of this
Agreement, from any claim or liability arising out of any failure or alleged failure to comply
with such laws, rules or regulations.
3.2.10.1 Employment Eligibility; Consultant. By executing this
Agreement, Consultant verifies that it fully complies with all requirements and restrictions of
state and federal law respecting the employment of undocumented aliens, includin g, but not
limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to
time. Such requirements and restrictions include, but are not limited to, examination and
retention of documentation confirming the identity and immigration status of each employee of
the Consultant. Consultant also verifies that it has not committed a violation of any such law
within the five (5) years immediately preceding the date of execution of this Agreement, and
shall not violate any such law at an y time during the term of the Agreement. Consultant shall
avoid any violation of any such law during the term of this Agreement by participating in an
electronic verification of work authorization program operated by the United States Department
of Homeland Security, by participating in an equivalent federal work authorization program
operated by the United States Department of Homeland Security to verify information of newly
hired employees, or by some other legally acceptable method. Consultant shall maintain records
of each such verification, and shall make them available to the City or its representatives for
inspection and copy at any time during normal business hours. The City shall not be responsible
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for any costs or expenses related to Consultant’s compliance with the requirements provided for
in Section 3.2.10 or any of its sub-sections.
3.2.10.2 Employment Eligibility; Subcontractors, Consultants, Sub-
subcontractors and Subconsultants. To the same extent and under the same conditions as
Consultant, Consultant shall require all of its subcontractors, consultants, sub-subcontractors and
subconsultants performing any work relating to the Project or this Agreement to make the same
verifications and comply with all requirements and restrictions provided for in Section 3.2.10.1.
3.2.10.3 Employment Eligibility; Failure to Comply. Each person
executing this Agreement on behalf of Consultant verifies that they are a duly authorized officer
of Consultant, and understands that any of the following shall be grounds for the City to
terminate the Agreement for cause: (1) failure of Consultant or its subcontractors, consultants,
sub-subcontractors or subconsultants to meet any of the requirements provided for in Sections
3.2.10.1 or 3.2.10.2; (2) any misrepresentation or material omission concerning compliance with
such requirements (including in those verifications provided to the Consultant under Section
3.2.10.2); or (3) failure to immediately remove from the Project any person found not to be in
compliance with such requirements.
3.2.10.4 Labor Certification. By its signature hereunder, Consultant
certifies that it is aware of the provisions of Section 3700 of the California Labor Code w hich
require every employer to be insured against liability for Workers’ Compensation or to undertake
self-insurance in accordance with the provisions of that Code, and agrees to comply with such
provisions before commencing the performance of the Services.
3.2.10.5 Equal Opportunity Employment. Consultant represents
that it is an equal opportunity employer and it shall not discriminate against any subconsultant,
employee or applicant for employment because of race, religion, color, national origin, hand icap,
ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities
related to initial employment, upgrading, demotion, transfer, recruitment or recruitment
advertising, layoff or termination. Consultant shall also comply with all relevant provisions of
City’s Minority Business Enterprise program, Affirmative Action Plan or other related programs
or guidelines currently in effect or hereinafter enacted.
3.2.10.6 Air Quality. To the extent applicable, Consultant must
fully comply with all applicable laws, rules and regulations in furnishing or using equipment
and/or providing services, including, but not limited to, emissions limits and permitting
requirements imposed by the South Coast Air Quality Management District (SCAQMD) and/or
California Air Resources Board (CARB). Although the SCAQMD and CARB limits and
requirements are more broad, Consultant shall specifically be aware of their application to
"portable equipment", which definition is considered by SCAQMD and CARB to include any
item of equipment with a fuel-powered engine. Consultant shall indemnify City against any
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fines or penalties imposed by SCAQMD, CARB, or any other governmental or regulatory
agency for violations of applicable laws, rules and/or regulations by Consultant, its
subconsultants, or others for whom Consultant is responsible under its indemnity obligations
provided for in this Agreement.
3.2.10.7 Water Quality.
(A) Management and Compliance. To the extent applicable,
Consultant’s Services must account for, and fully comply with, all local, state and federal laws,
rules and regulations that may impact water quality compliance, including, without limitation, all
applicable provisions of the Federal Water Pollution Control Act (33 U.S.C. §§ 1300); the
California Porter-Cologne Water Quality Control Act (Cal Water Code §§ 13000-14950); laws,
rules and regulations of the Environmental Protection Agency, the State Water Resources
Control Board and the Santa Ana Regional Water Quality Control Board; the City’s ordinances
regulating discharges of storm water; and any and all regulations, policies, or permits issued
pursuant to any such authority regulating the discharge of pollutants, as that term is used in the
Porter-Cologne Water Quality Control Act, to any ground or surface water in the State.
(B) Liability for Non-compliance. Failure to comply with the
laws, regulations and policies described in this Section is a violation of law that may subject
Consultant or City to penalties, fines, or additional regulatory requirements. Consultant shall
defend, indemnify and hold the City, its directors, officials, officers, employees, volunteers and
agents free and harmless, pursuant to the indemnification provisions of this Agreement, from and
against any and all fines, penalties, claims or other regulatory requirements imposed as a result
of Consultant’s non-compliance with the laws, regulations and policies described in this Section,
unless such non-compliance is the result of the sole established negligence, willful misconduct or
active negligence of the City, its officials, officers, agents, employees or authorized volunteers.
(C) Training. In addition to any other standard of care
requirements set forth in this Agreement, Consultant warrants that all employees and
subcontractors shall have sufficient skill and experience to perform the Services assigned to them
without impacting water quality in violation of the laws, regulations and policies descri bed in
this Section. Consultant further warrants that it, its employees and subcontractors will receive
adequate training, as determined by City, regarding the requirements of the laws, regulations and
policies described in this Section as they may relate to the Services provided under this
Agreement. Upon request, City will provide Consultant with a list of training programs that
meet the requirements of this paragraph.
3.2.11 Insurance.
3.2.11.1 Time for Compliance. Consultant shall not commence
Services under this Agreement until it has provided evidence satisfactory to the City that it has
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secured all insurance required under this section. In addition, Consultant shall not allow any
subcontractor to commence work on any subcontract until it has provided evidence satisfactory
to the City that the subcontractor has secured all insurance required under this section.
3.2.11.2 Minimum Requirements. Consultant shall, at its expense,
procure and maintain for the duration of the Agreement insurance against claims for injuries to
persons or damages to property which may arise from or in connection with the performance of
the Agreement by the Consultant, its agents, representatives, employees or subcontractors.
Consultant shall also require all of its subcontractors to procure and maintain the same insurance
for the duration of the Agreement. Such insurance shall meet at least the following minimum
levels of coverage:
(A) Minimum Scope of Insurance. Coverage shall be at least as
broad as the latest version of the following: (1) General Liability: Insurance Services Office
Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability:
Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto);
and (3) Workers’ Compensation and Employer’s Liability: Workers’ Compensation insurance as
required by the State of California and Employer’s Liability Insurance. The policy shall not
contain any exclusion contrary to the Agreement, including but not limited to endorsements or
provisions limiting coverage for (1) contractual liability (including but not limited to ISO CG 24
26 or 21 29); or (2) cross liability for claims or suits by one insured against another.
(B) Minimum Limits of Insurance. Consultant shall maintain
limits no less than: (1) General Liability: [CONTACT RISK MANAGEMENT TO CONFIRM AMOUNT;
TYPICAL MINIMUM IS $1 MILLION, BUT AMOUNT OF INSURANCE REQUIRED DEPENDS ON NATURE OF
CONTRACT AND RISK TO CITY]$1,000,000 per occurrence for bodily injury, personal injury and
property damage. If Commercial General Liability Insurance or other form with general
aggregate limit is used including, but not limited to, form CG 2503, either the general aggregate
limit shall apply separately to this Agreement/location or the general aggregate limit shall be
twice the required occurrence limit; (2) Automobile Liability: [CONTACT RISK MANAGEMENT TO
CONFIRM AMOUNT; TYPICAL MINIMUM IS $1 MILLION, BUT AMOUNT OF INSURANCE REQUIRED
DEPENDS ON NATURE OF CONTRACT AND RISK TO CITY]$1,000,000 per accident for bodily injury
and property damage; and (3) Workers’ Compensation and Employer’s Liability: Workers’
Compensation limits as required by the Labor Code of the State of California. Employer’s
Liability limits of [CONTACT RISK MANAGEMENT TO CONFIRM AMOUNT; TYPICAL MINIMUM IS $1
MILLION, BUT AMOUNT OF INSURANCE REQUIRED DEPENDS ON NATURE OF CONTRACT AND RISK TO
CITY]$1,000,000 per accident for bodily injury or disease. Defense costs shall be paid in
addition to the limits.
(C) Notices; Cancellation or Reduction of Coverage. At least
fifteen (15) days prior to the expiration of any such policy, evidence showing that such insurance
coverage has been renewed or extended shall be filed with the City. If such coverage is
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cancelled or materially reduced, Consultant shall, within ten (10) days after receipt of written
notice of such cancellation or reduction of coverage, file with the City evidence of insurance
showing that the required insurance has been reinstated or has been provided through another
insurance company or companies. In the event any policy of insurance required under this
Agreement does not comply with these specifications or is canceled and not replaced, the City
has the right but not the duty to obtain the insurance it deems necessary and any premium paid
by the City will be promptly reimbursed by Consultant or the City may withhold amounts
sufficient to pay premium from Consultant payments. In the alternative, the City may suspend or
terminate this Agreement.
3.2.11.3 Professional Liability. [INCLUDE THIS SUBSECTION
ONLY IF APPLICABLE - DELETE OTHERWISE] Consultant shall procure and maintain, and
require its sub-consultants to procure and maintain, for a period of five (5) years following
completion of the Project, errors and omissions liability insurance appropriate to their profession.
Such insurance shall be in an amount not less than [CONTACT RISK MANAGEMENT TO CONFIRM
AMOUNT; TYPICAL MINIMUM IS $1 MILLION, BUT AMOUNT OF INSURANCE REQUIRED DEPENDS ON
NATURE OF CONTRACT AND RISK TO CITY]$1,000,000 per claim, and shall be endorsed to include
contractual liability. Defense costs shall be paid in addition to limits.
3.2.11.4 Insurance Endorsements. The insurance policies shall
contain the following provisions, or Consultant shall provide endorsements on forms supplied or
approved by the City to add the following provisions to the insurance policies:
(A) General Liability. The general liability policy shall include
or be endorsed (amended) to state that: (1) using ISO CG forms 20 10 and 20 37, or
endorsements providing the exact same coverage, the City of Azusa, its directors, officials,
officers, employees, agents and volunteers shall be covered as additional insured with respect to
the Services or ongoing and complete operations performed by or on behalf of the Consultant,
including materials, parts or equipment furnished in connection with such work; and (2) using
ISO form 20 01, or endorsements providing the exact same coverage, the insurance coverage
shall be primary insurance as respects the City, its directors, officials, officers, employees, agents
and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the
Consultant’s scheduled underlying coverage. Any excess insurance shall contain a provision that
such coverage shall also apply on a primary and noncontributory basis for the benefit of the City,
before the City’s own primary insurance or self-insurance shall be called upon to protect it as a
named insured. Any insurance or self-insurance maintained by the City, its directors, officials,
officers, employees, agents and volunteers shall be excess of the Consultant’s insurance and shall
not be called upon to contribute with it in any way. Notwithstanding the minimum limits set
forth in Section 3.2.11.2(B), any available insurance proceeds in excess of the specified
minimum limits of coverage shall be available to the parties required to be named as additional
insureds pursuant to this Section 3.2.11.4(A).
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(B) Automobile Liability. The automobile liability policy shall
include or be endorsed (amended) to state that: (1) the City, its directors, officials, officers,
employees, agents and volunteers shall be covered as additional insureds with respect to the
ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or
borrowed by the Consultant or for which the Consultant is responsible; and (2) the insurance
coverage shall be primary insurance as respects the City, its directors, officials, officers,
employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage
excess of the Consultant’s scheduled underlying coverage. Any insurance or self-insurance
maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be
excess of the Consultant’s insurance and shall not be called upon to contribute with it in any
way. Notwithstanding the minimum limits set forth in Section 3.2.11.2(B), any available
insurance proceeds in excess of the specified minimum limits of coverage shall be available to
the parties required to be named as additional insureds pursuant to this Section 3.2.11.4(B).
(C) Workers’ Compensation and Employers’ Liability
Coverage. The insurer shall agree to waive all rights of subrogation against the City, its directors,
officials, officers, employees, agents and volunteers for losses paid under the terms of the
insurance policy which arise from work performed by the Consultant.
(D) All Coverages. Each insurance policy required by this
Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided, reduced
or canceled except after thirty (30) days (10 days for nonpayment of premium) prior written
notice by certified mail, return receipt requested, has been given to the City; and (B) any failure
to comply with reporting or other provisions of the policies, including breaches of warranties,
shall not affect coverage provided to the City, its directors, officials, officers, empl oyees, agents
and volunteers. Any failure to comply with reporting or other provisions of the policies
including breaches of warranties shall not affect coverage provided to the City, its officials,
officers, employees, agents and volunteers, or any other additional insureds.
3.2.11.5 Separation of Insureds; No Special Limitations; Waiver of
Subrogation. All insurance required by this Section shall contain standard separation of insureds
provisions. In addition, such insurance shall not contain any sp ecial limitations on the scope of
protection afforded to the City, its directors, officials, officers, employees, agents and volunteers.
All policies shall waive any right of subrogation of the insurer against the City, its officials,
officers, employees, agents, and volunteers, or any other additional insureds, or shall specifically
allow Consultant or others providing insurance evidence in compliance with these specifications
to waive their right of recovery prior to a loss. Consultant hereby waives its own right of
recovery against City, its officials, officers, employees, agents, and volunteers, or any other
additional insureds, and shall require similar written express waivers and insurance clauses from
each of its subconsultants.
3.2.11.6 Deductibles and Self-Insurance Retentions. Any
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deductibles or self-insured retentions must be declared to and approved by the City. Consultant
shall guarantee that, at the option of the City, either: (1) the insurer shall reduce or eliminate
such deductibles or self-insured retentions as respects the City, its directors, officials, officers,
employees, agents and volunteers; or (2) the Consultant shall procure a bond guaranteeing
payment of losses and related investigation costs, claims and administrative and defense
expenses.
3.2.11.7 Subconsultant Insurance Requirements. Consultant shall
not allow any subconsultants to commence work on any subcontract relating to the work under
the Agreement until they have provided evidence satisfactory to the City that they have secured
all insurance required under this Section. If requested by Consultant, the City may approve
different scopes or minimum limits of insurance for particular subconsultants. The Consultant
and the City shall be named as additional insureds on all subconsultants’ policies of Commercial
General Liability using ISO form 20 38, or coverage at least as broad.
3.2.11.8 Acceptability of Insurers. Insurance is to be placed with
insurers with a current A.M. Best’s rating no less than A:VIII, licensed to do business in
California, and satisfactory to the City.
3.2.11.9 Verification of Coverage. Consultant shall furnish City
with original certificates of insurance and endorsements effecting coverage required by this
Agreement on forms satisfactory to the City. The certificates and endorsements for each
insurance policy shall be signed by a person authorized by that insurer to bind coverage on its
behalf, and shall be on forms provided by the City if requested. All certificates and
endorsements must be received and approved by the City before work commences. The City
reserves the right to require complete, certified copies of all required insurance policies, at any
time.
3.2.11.9 Reporting of Claims. Consultant shall report to the City, in
addition to Consultant’s insurer, any and all insurance claims submitted by Consultant in
connection with the Services under this Agreement.
3.2.12 Safety. Consultant shall execute and maintain its work so as to avoid
injury or damage to any person or property. In carrying out its Services, the Consultant shall at
all times be in compliance with all applicable local, state and federal laws, rules and regulations,
and shall exercise all necessary precautions for the safety of employees appropriate to the nature
of the work and the conditions under which the work is to be performed. Safety precautions as
applicable shall include, but shall not be limited to: (A) adequate life protection and life saving
equipment and procedures; (B) instructions in accident prevention for all employees and
subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks,
confined space procedures, trenching and shoring, equipment and other safety devices,
equipment and wearing apparel as are necessary or lawfully required to prevent accidents or
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injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety
measures.
3.2.13 Accounting Records. Consultant shall maintain complete and accurate
records with respect to all costs and expenses incurred under this Agreement. All such records
shall be clearly identifiable. Consultant shall allow a representative of City during normal
business hours to examine, audit, and make transcripts or copies of such records and any other
documents created pursuant to this Agreement. Consultant shall allow inspection of all work,
data, documents, proceedings, and activities related to the Agreement for a period o f three (3)
years from the date of final payment under this Agreement.
3.3 Fees and Payments.
3.3.1 Compensation. Consultant shall receive compensation, including
authorized reimbursements, for all Services rendered under this Agreement at the rates set forth
in Exhibit “C” attached hereto and incorporated herein by reference. The total compensation
shall not exceed [INSERT WRITTEN DOLLAR AMOUNT] ($[INSERT NUMERICAL DOLLAR AMOUNT])
without written approval of the City Manager [REPLACE ‘CITY MANAGER’ WITH ‘CITY COUNCIL’
FOR AMOUNTS OVER $10,000]. Extra Work may be authorized, as described below, and if
authorized, will be compensated at the rates and manner set forth in this Agreement.
3.3.2 Payment of Compensation. Consultant shall submit to City a monthly
itemized statement which indicates work completed and hours of Services rendered by
Consultant. The statement shall describe the amount of Services and supplies provided since the
initial commencement date, or since the start of the subsequent billing periods, as appropriate,
through the date of the statement. City shall, within 45 days of receiving such statement, review
the statement and pay all approved charges thereon.
3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any
expenses unless authorized in writing by City.
3.3.4 Extra Work. At any time during the term of this Agreement, City may
request that Consultant perform Extra Work. As used herein, “Extra Work” means any work
which is determined by City to be necessary for the proper completion of the Project, but which
the parties did not reasonably anticipate would be necessary at the execution of this Agreement.
Consultant shall not perform, nor be compensated for, Extra Work without written authorization
from City’s Representative.
3.3.5 Prevailing Wages. Consultant is aware of the requirements of California
Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations,
Title 8, Section 16000, et seq., (“Prevailing Wage Laws”), which require the payment of
prevailing wage rates and the performance of other requirements on “public works” and
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“maintenance” projects. If the Services are being performed as part of an applicable “public
works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total
compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage
Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in
effect at the commencement of this Agreement. Consultant shall make copies of the prevailing
rates of per diem wages for each craft, classification or type of worker needed to execute the
Services available to interested parties upon request, and shall post copies at the Consultan t’s
principal place of business and at the project site. Consultant shall defend, indemnify and hold
the City, its elected officials, officers, employees and agents free and harmless from any claim or
liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.
3.4 Termination of Agreement.
3.4.1 Grounds for Termination. City may, by written notice to Consultant,
terminate the whole or any part of this Agreement at any time and without cause by giving
written notice to Consultant of such termination, and specifying the effective date thereof, at
least seven (7) days before the effective date of such termination. Upon termination, Consultant
shall be compensated only for those services which have been adequately rendered to City, and
Consultant shall be entitled to no further compensation. Consultant may not terminate this
Agreement except for cause.
3.4.2 Effect of Termination. If this Agreement is terminated as provided herein,
City may require Consultant to provide all finished or unfinished Documents and Data and other
information of any kind prepared by Consultant in connection with the performance of Services
under this Agreement. Consultant shall be required to provide such document and other
information within fifteen (15) days of the request.
3.4.3 Additional Services. In the event this Agreement is terminated in whole
or in part as provided herein, City may procure, upon such terms and in such manner as it may
determine appropriate, services similar to those terminated.
3.5 Ownership of Materials and Confidentiality.
3.5.1 Documents & Data; Licensing of Intellectual Property. This Agreement
creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense
any and all copyrights, designs, and other intellectual property embodied in plans, specifications,
studies, drawings, estimates, and other documents or works of authorship fixed in any tangible
medium of expression, including but not limited to, physical drawings or data magnetically or
otherwise recorded on computer diskettes, which are prepared or caused to be prepared by
Consultant under this Agreement (“Documents & Data”). All Documents & Data shall be and
remain the property of City, and shall not be used in whole or in substantial part by Consultant
on other projects without the City's express written permission. Within thirty (30) days
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following the completion, suspension, abandonment or termination of this Agreement,
Consultant shall provide to City reproducible copies of all Documents & Data, in a form and
amount required by City. City reserves the right to select the method of document reproduction
and to establish where the reproduction will be accomplished. The reproduction expense shall be
borne by City at the actual cost of duplication. In the event of a dispute regarding the amount of
compensation to which the Consultant is entitled under the termination provisions of this
Agreement, Consultant shall provide all Documents & Data to City upon payment of the
undisputed amount. Consultant shall have no right to retain or fail to provide to City any such
documents pending resolution of the dispute. In addition, Consultant shall retain copies of all
Documents & Data on file for a minimum of fifteen (15) years following completion of the
Project, and shall make copies available to City upon the payment of actual reasonable
duplication costs. Before destroying the Documents & Data following this retention period,
Consultant shall make a reasonable effort to notify City and provide City with the opportunity to
obtain the documents.
3.5.2 Subcontractors. Consultant shall require all subcontractors to agree in
writing that City is granted a non-exclusive and perpetual license for any Documents & Data the
subcontractor prepares under this Agreement. Consultant represents and warrants that
Consultant has the legal right to license any and all Documents & Data. Consultant makes no
such representation and warranty in regard to Documents & Data which were prepared by design
professionals other than Consultant or its subcontractors, or those provided to Consultant by the
City.
3.5.3 Right to Use. City shall not be limited in any way in its use or reuse of the
Documents and Data or any part of them at any time for purposes of this Project or another
project, provided that any such use not within the purposes intended by this Agreement or on a
project other than this Project without employing the services of Consultant shall be at City’s
sole risk. If City uses or reuses the Documents & Data on any project other than this Project, it
shall remove the Consultant’s seal from the Documents & Data and indemnify and hold harmless
Consultant and its officers, directors, agents and employees from claims arising out of the
negligent use or re-use of the Documents & Data on such other project. Consultant shall be
responsible and liable for its Documents & Data, pursuant to the terms of this Agreement, only
with respect to the condition of the Documents & Data at the time they are provided to the City
upon completion, suspension, abandonment or termination. Consultant shall not be responsible
or liable for any revisions to the Documents & Data made by any party other than Consultant, a
party for whom the Consultant is legally responsible or liable, or anyone approved by the
Consultant.
3.5.4 Indemnification. Consultant shall defend, indemnify and hold the City, its
directors, officials, officers, employees, volunteers and agents free and harmless, pursuant to the
indemnification provisions of this Agreement, for any alleged infringement of any patent,
copyright, trade secret, trade name, trademark, or any other proprietary right of any person or
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entity in consequence of the use on the Project by City of the Documents & Data, including any
method, process, product, or concept specified or depicted.
3.5.5 Confidentiality. All Documents & Data either created by or provided to
Consultant in connection with the performance of this Agreement shall be held confidential by
Consultant. All Documents & Data shall not, without the prior written consent of City, be used
or reproduced by Consultant for any purposes other than the performance of the Services.
Consultant shall not disclose, cause or facilitate the disclosure of the Documents & Data to any
person or entity not connected with the performance of the Services or the Project. Nothing
furnished to Consultant which is otherwise known to Consultant or is generally known, or has
become known, to the related industry shall be deemed confidential. Consultant shall not use
City’s name or insignia, photographs of the Project, or any publicity pertaining to the Services or
the Project in any magazine, trade paper, newspaper, television or radio production or other
similar medium without the prior written consent of City.
3.6 General Provisions.
3.6.1 Delivery of Notices. All notices permitted or required under this
Agreement shall be given to the respective parties at the following address, or at such other
address as the respective parties may provide in writing for this purpose:
Consultant:
[***INSERT NAME, ADDRESS & CONTACT PERSON***]
City:
City of Azusa
213 E. Foothill Blvd.
Azusa, CA 91702
Attn: [***INSERT NAME & DEPARTMENT***]
Such notice shall be deemed made when personally delivered or when mailed,
forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to
the party at its applicable address. Actual notice shall be deemed adequate notice on the date
actual notice occurred, regardless of the method of service.
3.6.2 Indemnification.
3.6.2.1 Scope of Indemnity. To the fullest extent permitted by law,
Consultant shall defend, indemnify and hold the City, its directors, officials, officers, employees,
volunteers and agents free and harmless from any and all claims, demands, causes of action,
costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or
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persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any
alleged acts, errors or omissions of Consultant, its officials, officers, employees, subcontractors,
consultants or agents in connection with the performance of the Consultant’s Services, the
Project or this Agreement, including without limitation the payment of all consequential
damages, expert witness fees and attorneys fees and other related costs and expenses.
Notwithstanding the foregoing, to the extent Consultant's Services are subject to 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.
3.6.2.2 Additional Indemnity Obligations. Consultant shall defend, with
legal counsel chosen by City, at Consultant’s own cost, expense and risk, any and all claims,
actions or other proceedings of every kind covered by Section 3.6.2.1 that may be brought or
instituted against City or its directors, officials, officers, employees, volunteers and agents.
Consultant shall pay and satisfy any judgment, award or decree that may be rendered against
City or its directors, officials, officers, employees, volunteers and agents as party of any such
claim, suit, action or other proceeding. Consultant shall also reimburse City for the cost of any
settlement paid by City or its directors, officials, officers, employees, agents, or volunteers as
part of any such claim, suit, action or other proceeding. Such reimbursement shall include
payment for City’s attorneys’ fees and costs, including expert witness fees. Consultant shall
reimburse City and its directors, officials, officers, employees, agents, and/or volunteers, for any
and all legal expenses and costs incurred by each of them in connection therewith or in enforcing
the indemnity herein provided. Consultant’s obligation to indemnify shall survive expiration or
termination of this Agreement and shall not be restricted to insurance proceeds, if any, received
by the City, its directors, officials officers, employees, agents, or volunteers.
3.6.3 Governing Law; Government Code Claim Compliance. This Agreement
shall be governed by the laws of the State of California. Venue shall be in Los Angeles County.
In addition to any and all contract requirements pertaining to notices of and requests for
compensation or payment for extra work, disputed work, claims and/or changed conditions,
Consultant must comply with the claim procedures set forth in Government Code sections 900 et
seq. prior to filing any lawsuit against the City. Such Government Code claims and any
subsequent lawsuit based upon the Government Code claims shall be limited to those matters
that remain unresolved after all procedures pertaining to extra work, disputed work, claims,
and/or changed conditions have been followed by Consultant. If no such Government Code
claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as
specified herein, Consultant shall be barred from bringing and maintaining a valid lawsuit
against the City.
3.6.4 Time of Essence. Time is of the essence for each and every provision of
this Agreement.
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3.6.5 City’s Right to Employ Other Consultants. City reserves right to employ
other consultants in connection with this Project.
3.6.6 Successors and Assigns. This Agreement shall be binding on the
successors and assigns of the parties.
3.6.7 Assignment or Transfer. Consultant shall not assign, hypothecate, or
transfer, either directly or by operation of law, this Agreement or any interest herein without the
prior written consent of the City. Any attempt to do so shall be null and void, and any assignees,
hypothecates or transferees shall acquire no right or interest by reason of such attempted
assignment, hypothecation or transfer.
3.6.8 Construction; References; Captions. Since the Parties or their agents have
participated fully in the preparation of this Agreement, the language of this Agreement shall be
construed simply, according to its fair meaning, and not strictly for or against any Party. Any
term referencing time, days or period for performance shall be deemed calendar days and not
work days. All references to Consultant include all personnel, employees, agents, and
subcontractors of Consultant, except as otherwise specified in this Agreement. All references to
City include its elected officials, officers, employees, agents, and volunteers except as otherwise
specified in this Agreement. The captions of the various articles and paragraphs are for
convenience and ease of reference only, and do not define, limit, augment, or describe the scope,
content, or intent of this Agreement.
3.6.9 Amendment; Modification. No supplement, modification, or amendment
of this Agreement shall be binding unless executed in writing and signed by both Parties.
3.6.10 Waiver. No waiver of any default shall constitute a waiver of any other
default or breach, whether of the same or other covenant or condition. No waiver, benefit,
privilege, or service voluntarily given or performed by a Party shall give the other Party any
contractual rights by custom, estoppel, or otherwise.
3.6.11 No Third Party Beneficiaries. Except to the extent expressly provided for
in Section 3.6.7, there are no intended third party beneficiaries of any right or obligation assumed
by the Parties.
3.6.12 Invalidity; Severability. If any portion of this Agreement is declared
invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions shall continue in full force and effect.
3.6.13 Prohibited Interests. Consultant maintains and warrants that it has not
employed nor retained any company or person, other than a bona fide employee working solely
for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not
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paid nor has it agreed to pay any company or person, other than a bona fide employee working
solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration
contingent upon or resulting from the award or making of this Agreement. Consultant further
agrees to file, or shall cause its employees or subconsultants to file, a Statement of Economic
Interest with the City’s Filing Officer as required under state law in the performance of the
Services. For breach or violation of this warranty, City shall have the right to rescind this
Agreement without liability. For the term of this Agreement, no member, officer or employee of
City, during the term of his or her service with City, shall have any direct interest in this
Agreement, or obtain any present or anticipated material benefit arising therefrom.
3.6.14 Cooperation; Further Acts. The Parties shall fully cooperate with one
another, and shall take any additional acts or sign any additional documents as may be necessary,
appropriate or convenient to attain the purposes of this Agreement.
3.6.15 Attorney’s Fees. If either party commences an action against the other
party, either legal, administrative or otherwise, arising out of or in connection with this
Agreement, the prevailing party in such litigation shall be entitled to have and recover from the
losing party reasonable attorney’s fees and all other costs of such action.
3.6.16 Authority to Enter Agreement. Consultant has all requisite power and
authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party
warrants that the individuals who have signed this Agreement have the legal power, right, and
authority to make this Agreement and bind each respective Party.
3.6.17 Counterparts. This Agreement may be signed in counterparts, each of
which shall constitute an original.
3.6.18 Entire Agreement. This Agreement contains the entire Agreement of the
parties with respect to the subject matter hereof, and supersedes all prior negotiations,
understandings or agreements. This Agreement may only be modified by a writing signed by
both parties.
3.6.19 Federal Provisions. [***INCLUDE THIS SECTION ONLY IF
APPLICABLE; DELETE OTHERWISE. IF APPLICABLE, YOU MAY ALSO NEED TO
INCLUDE SOME INFORMATION IN THE RFP. CONSULT THE CITY ATTORNEY IF
NECESSARY***] When funding for the Services is provided, in whole or in part, by an agency
of the federal government, Consultant shall also fully and adequately comply with the provisions
included in Exhibit “D” (Federal Requirements) attached hereto and incorporated herein by
reference (“Federal Requirements”). With respect to any conflict between such Federal
Requirements and the terms of this Agreement and/or the provisions of state law, the more
stringent requirement shall control.
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[SIGNATURES ON NEXT PAGE]
[INSERT NAME OF COMPANY]
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CITY OF AZUSA [INSERT NAME OF CONSULTANT]
By: By:
City Manager [Up to $10,000]
OR Mayor [OVER $10,000]
Name:
Attest:
Title:
City Clerk
[If Corporation, TWO SIGNATURES,
President OR Vice President AND
Secretary, AND CORPORATE SEAL OF
CONTRACTOR REQUIRED]
Approved as to Form:
Best Best & Krieger LLP By:
Name:
City Attorney
Title:
A-1
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VIII. EXHIBIT “A”
SCOPE OF SERVICES
[INSERT SCOPE]
B-1
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IX. EXHIBIT “B”
SCHEDULE OF SERVICES
[INSERT SCHEDULE]
C-1
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X. EXHIBIT “C”
COMPENSATION
[INSERT RATES & AUTHORIZED REIMBURSABLE EXPENSES]
C-1
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[***INCLUDE THIS EXHIBIT (AND CORRESPONDING AGREEMENT PROVISION)
ONLY IF APPLICABLE; DELETE OTHERWISE. IF APPLICABLE, YOU MAY ALSO
NEED TO INCLUDE SOME INFORMATION IN THE RFP. CONSULT THE CITY
ATTORNEY IF NECESSARY***]
EXHIBIT “D”
FEDERAL REQUIREMENTS
[***INSERT ALL FORMS, PROVISIONS AND OTHER REQUIREMENTS
OF THE FEDERAL FUNDING SOURCE***]