HomeMy WebLinkAboutE-09 Staff Report - RFP Authorization for CM Services Library Restrooms ProjectCONSENT ITEM
E-9
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
VIA: DON PENMAN, INTERIM CITY MANAGER
FROM: DANIEL BOBADILLA, P.E., DIRECTOR OF PUBLIC WORKS/CITY ENGINEER
DATE: SEPTEMBER 18, 2017
SUBJECT: AUTHORIZATION TO SOLICIT REQUEST FOR PROPOSALS TO PROVIDE
PROFESSIONAL CONSTRUCTION MANAGEMENT AND INSPECTION
SERVICES FOR THE AZUSA LIBRARY AMERICANS WITH DISABILITIES ACT
(ADA) COMPLIANT RESTROOM RETROFIT AND IMPROVEMENT PROJECT
[(COMMUNITY DEVELOPMENT BLOCK GRANT PROJECT (CDBG) 601863-17]
SUMMARY:
The Azusa Library Americans with Disabilities Act (ADA) Compliant Restroom Retrofit and
Improvement Project consists of the removal of the existing Men’s and Women’s non -compliant single
use restroom facilities at the Azusa Library and replacement with multiple-stall Men’s and Women’s
restroom facilities conforming to ADA requirements. This action will authorize Staff to solicit Request
for Proposals (RFP) from qualified firms to provide professional construction management and
construction inspection services for the project. This project is fully funded using federal Community
Development Block Grant (CDBG) funds.
RECOMMENDATION:
Staff recommends the City Council take the following action:
1) Authorize Staff to solicit a Request for Proposals (RFP) to provide professional construction
management and construction inspection services for CDBG Project 601863-17, Azusa Library
Americans with Disabilities Act (ADA) Restroom Retrofit and Improvement Project.
DISCUSSION:
On January 3, 2017, the City Council adopted Resolution No. 2017-C1 approving the City’s 2017-2018
Community Development Block Grant (CDBG) Program. The Azusa Public Library American with
Disabilities Act (ADA) Compliant Restroom Retrofit and Improvement Project was among the approved
list of CDBG projects proposed for the 2017-2018 CDBG Program Year. A total of $345,000 in federal
APPROVED
COUNCIL MEETING
9/18/2017
Azusa Public Library ADA Compliant Restroom Retrofit and Improvements Project
September 18, 2017
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CDBG funds are allocated for this project. The project’s design is complete. Construction bids are
expected to be solicited in December 2017 with construction expected to commence in February 2018.
In addition to construction costs, federal CDBG funds will support professional construction
management and inspection services necessary to ensure that the project is completed in a timely
fashion, within budget, and in compliance with federal, state and local building code and ADA
requirements. If approved by the City Council, Staff will solicit proposals from qualified firms to
provide professional construction management and inspection services. Staff will review all proposals
and request approval from the City Council to award a Professional Services Agreement at a future City
Council meeting.
FISCAL IMPACT:
There is no fiscal impact associated with the recommended action.
Prepared by: Reviewed and Approved:
Tina Gall Daniel Bobadilla, P.E.
CDBG Consultant Director of Public Works/City Engineer
Reviewed and Approved: Reviewed and Approved:
Louie F. Lacasella Don Penman
Senior Management Analyst Interim City Manager
Attachments:
1) Request for Proposals - Azusa Public Library ADA Compliant Restroom Retrofit and Improvements Project
REQUEST FOR PROPOSALS (RFP)
TO PROVIDE
CONSTRUCTION MANAGEMENT AND INSPECTION
SERVICES
FOR
AZUSA LIBRARY
AMERICANS WITH DISABILITIES ACT COMPLIANT
RESTROOM RETROFIT AND IMPROVEMENT PROJECT
Community Development Block Grant Project (CDBG) 601863-17
IMPORTANT DATES
RFP ISSUED: SEPTEMBER 28, 2017
PROPOSAL DUE DATE: OCTOBER 19, 2017
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CITY OF AZUSA
PUBLIC WORKS DEPARTMENT
213 E Foothill Boulevard, Azusa, CA 91702
REQUEST FOR PROPOSALS
FOR
CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES FOR
AZUSA LIBRARY
AMERICANS WITH DISABILITIES ACT (ADA) COMPLIANT RESTROOM
RETROFIT AND IMPROVEMENT PROJECT
Community Development Block Grant Project (CDBG) 601863-17
I. STATEMENT OF INTENT
The City of Azusa (“City”) is requesting proposals from qualified consultants to provide
construction management and inspection services for the Azusa Library Americans with
Disabilities Act (ADA) Restroom Retrofit and Improvement Project (“Project”) located at the
Azusa Public Library, 729 N. Dalton Avenue, Azusa, CA 91702. This new project will upgrade
the existing men’s and women’s restroom facilities at the Azusa Public Library to comply with
American with Disabilities Act requirements by removing architectural barriers to allow for
increased Azusa Public Library users’ accessibility and mobility.
II. BACKGROUND
The City of Azusa was incorporated in 1898. As of the 2010 Census, its population was
approximately 46,361 people, with 27,565 registered voters. Azusa is located in Los Angeles
County, and is approximately 25 miles east of Los Angeles. The City of Azusa is a participating
city within the Los Angeles Urban County Community Development Block Grant (CDBG)
program. The City receives an annual allocation of federal CDBG funds through the Los Angeles
County Community Development Commission (LACDC). For the 2017-2018 Program Year, the
City of Azusa programmed $345,000 to perform labor compliance, construction management
and inspection services, and complete construction of this project.
The project will upgrade the existing men’s and women’s restroom facilities at the Azusa Public
Library to comply with American with Disabilities Act requirements. Construction includes new
ADA-compliant men’s and women’s restroom facilities, and minor renovations of adjacent
interior spaces to accommodate ADA-compliant requirements. The selected consultant will be
working with the City’s Director of Public Works and its CDBG Program and Labor Compliance
Consultant.
III. FEDERAL FUNDING REQUIREMENTS
The City of Azusa Library ADA Restroom Retrofit and Improvement Project is a federally-
assisted construction project. Federal Community Development Block Grant (CDBG) funds will
be used for construction management, inspection and construction of the project. As such,
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federal labor standards provisions including federal prevailing wage requirements of the Davis
Bacon and Related Acts (DBRA) will be enforced. This is also a federal Section 3 covered
construction project subject to creating economic opportunities for low and moderate-income
residents and business concerns within the City of Azusa. A copy of the plans, specifications,
and contract documents is attached. See Exhibit D of the contract documents for federal
provisions and special requirements that the selected consultant will be required to comply with.
IV. SCOPE OF SERVICES
The scope of services shall include, but not limited to:
- Manage and inspect all aspects of this project and report directly to the Director of Public
Works/City Engineer.
- Review and comment on the project plans, specifications, and contract documents.
- Perform bid solicitations, evaluate bids, perform reference checks, and prepare
recommendation for contract award.
- Conduct pre-bid and pre-construction meetings.
- Review material submittals.
- Perform material testing.
- Conduct weekly construction progress meetings with contractor and prepare minutes.
- Monitor construction schedule.
- Notify impacted residents, businesses, and other parties of the project and its construction
impacts.
- Prepare daily inspection reports.
- Review and respond to Requests for Information (RFIs)
- Resolve field problems, prepare and issue clarifications with directions.
- Prepare monthly costs and progress reports.
- Review contract change orders for contractual and technical merit.
- Take digital photos of construction progress.
- Coordinate with the City’s CDBG Program and Labor Compliance Consultant required
contractor and subcontractor federal labor compliance documentation including job
postings, employee interviews and certified weekly payroll reports for compliance with
prevailing wages.
- Review contractor’s progress payment requests.
- Review and comment on as-built plans.
- Prepare a “punch-list” of unfinished work and ensure all items on the list are
satisfactorily completed.
- Prepare file folders including inspector’s daily reports, material tickets, laboratory and
field test results, material approvals, daily accounting of contractor’s work force, and
other documents required on federally funded contracts.
- Recommend final acceptance of the project.
- Consultant shall provide all equipment necessary to perform the scope of services,
including, but not limited to, digital camera, vehicle, phone, and computer.
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V. PROPOSAL
The Proposal shall be organized in the following format and shall include the following
information:
A. Cover Letter
Provide an executive summary emphasizing the strong points of the project team, qualifications
and experience. The cover letter shall be signed by a person with the official authority to bind
the firm. The cover letter shall include the name, address, telephone number, title, and signature
of the firm’s contact person for this proposal.
B. Firm Overview and General Qualifications
Provide a summary of the firm’s qualifications demonstrating expertise, understanding and
ability to accomplish the City’s primary objectives; general information about the firm to include
location of office(s), years in business and areas of expertise. Provide a brief description of three
(3) federally funded CDBG construction projects which involved a similar scope of services.
C. Key Staff
Identify key staff and include a description of their abilities, qualifications and experience.
Attach resumes of key staff to be assigned to this project. Include a proposed project
management structure and organizational chart. Identify any portion of work that would be
subcontracted. Include firm qualifications (brief) and key personnel, telephone number and
contact person for all subcontractors. The City reserves the right to approve or reject all
consultants, internal staff performing consulting services, or sub-consultants proposed by the
Consultant.
D. Project Specific Approach and Methodology
Provide a more thorough description of the project approach and methodology. Within this
section, expand on the scope of work, if appropriate, to accomplish the overall objective of this
project. Include assumptions about the number of meetings needed with City staff to complete
the Scope of Work. Include a schedule of work.
E. References
Provide a list of three (3) clients that your firm provided construction management and
inspection services for a federally funded construction project. Include client names, addresses,
telephone numbers and email addresses. Include a description of the work performed for these
clients including the date work was performed, cost and key personnel involved.
VI. CONSULTANT SELECTION
The Public Works Department will evaluate all proposals based on, but not limited to, the
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following criteria:
a) Approach to the scope of services.
b) Experience performing the scope of services.
VII. FEE PROPOSAL
Fee proposals shall be submitted in a separate sealed envelope clearly labeled with the firm’s
name, address, and project title, “CITY OF AZUSA CDBG PROJECT 601863-17, AZUSA
LIBRARY AMERICANS WITH DISABILITIES ACT COMPLIANT RESTROOM
RETROFIT AND IMPROVEMENT PROJECT”. The envelope must be clearly identified as
“Fee Proposal” and must include a detailed cost proposal for all services and materials
anticipated in completing the Scope of Services with a “not‐to‐exceed fixed fee,” which shall be
the sum of all tasks.
In addition to the breakdown of individual fees and total fees, the following proposed fees shall
be presented within a schedule of work items on a task basis with the following detail:
1. Time estimates for principals, staff, subcontractors, etc.
2. Hourly billing rates
3. Cost for materials and incidental services. Provide specific costs for proposed
supervisory and material costs required to support the construction project
management operations in the field. Clearly describe proposed staffing, rates, and
specific cost items included or excluded in sufficient detail to facilitate evaluation,
if applicable
4. Total fee per Task breakdown
5. All sub-consultants’ fees, if applicable
6. The fee proposal shall be an amount “Not to Exceed Fixed Fee” format
7. Actual cost per additional meeting / tasks (if required)
VIII. GENERAL CONDITIONS
A. The City reserves the right to accept or reject any and all proposals, or any item or
part thereof, or to waive any informalities or irregularities in proposals.
B. The City reserves the right to withdraw or cancel this RFP at any time without
prior notice and the City makes no representations that any contract will be awarded to
any Consultant(s) responding to this RFP.
C. The City reserves the right to postpone proposal openings for its own
convenience.
D. Proposals received by the City are public information and must be made available
to any person upon request.
E. Submitted proposals are not to be copyrighted.
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F. The City reserves the right to seek clarification of information submitted in
response to this RFP.
G. The City reserves the right to modify the RFP as it deems necessary.
H. Any material misrepresentations made by the Consultant(s) will void the proposal
response and eliminate the Consultant(s) from further consideration.
I. Pre-Contractual Expense
The City shall not, in any event, be liable for any pre-contractual expenses incurred by
Consultant(s) in the preparation of its proposal. Consultant shall not include any such
expenses as part of its proposal.
Pre-contractual expenses are defined as expenses incurred by Consultant(s) include:
1. Preparing its proposal in response to this RFP;
2. Submitting that proposal to the City;
3. Negotiating with the City any matter related to this proposal; or
4. Any other expenses incurred by Consultant(s) prior to date of award, if any.
J. All materials submitted become the property of the City.
K. From the issue date of this solicitation until a Consultant is selected and the
selection is announced, the Consultant is not allowed to communicate for any reason with any
City Staff except through the person named herein for questions. For violation of this provision,
the City shall reserve the right to reject the proposal of the offending Consultant.
L. Proposals submitted early may be withdrawn by the firm prior to the Proposal
Due Date. Following the Proposal Due Date, the Proposal constitutes a binding offer and may
not be withdrawn by the firm prior to the award.
M. The City reserves the right to: (a) waive minor irregularities or variances, non-
material bid formalities or defects in any proposal; (b) reject any and all proposals, in whole or in
part, submitted in response to this solicitation; (c) request clarifications from all Consultants; (d)
request resubmissions from all Consultants; (e) make partial, progressive or multiple awards; and
(f) take any other action as permitted by law and/or the City’s Procurement Ordinance.
N. The selected Consultant will be required to enter into a Professional Services
Agreement with the City of Azusa which includes the City’s standard Terms and Conditions
including insurance requirements (Attachment A).
O. All Consultants submitting Proposals to this solicitation shall state any exceptions
to or deviations from the requirements of this RFP, segregating “technical” exceptions from
“contractual” exceptions. Where Consultant(s) wishes to propose alternative approaches to
meeting the City’s technical or contractual requirements, these should be thoroughly explained.
If not contractual exceptions are noted, Consultant(s) will be deemed to have accepted the
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standard terms and conditions of the City’s Professional Services Agreement for this federally
funded project.
IX. CONSULTANT SELECTION PROCESS
Each proposal will be reviewed and evaluated to ensure that firms responding to this RFP
satisfactorily comply with the requirements and requested information indicated. Each proposal
will be reviewed to ensure that the firm submitted a transmittal/cover letter, narrative proposal
that is responsive to the City’s requirements as set forth herein, and a cost proposal. Failure to
meet these requirements may be cause for rejection of a proposal. An evaluation committee will
review all proposals received and determine a ranking. The evaluation committee will evaluate
proposals on various qualifications, including but not necessarily limited to:
1. Knowledge and experience of key staff
2. Availability of key staff and firm resources
3. Experience and demonstrated competence on CDBG-funded construction projects
4. Demonstrated understanding of project scope and City’s primary objectives
5. Technical approach and methodology
During the evaluation period, the City may interview some or all of the proposing consulting
firms. The City will establish a specific date to conduct interviews, and all prospective
Consultant(s) will be asked to keep this date available. No other interview dates will be provided,
therefore, if a Consultant(s) is unable to attend the interview on this date its proposal may be
eliminated from further discussion. At the conclusion of the evaluation process, the evaluation
committee will recommend to the City Council, the Consultant with the highest final ranking.
The City Council will review the evaluation committee’s recommendation and make the final
selection. The City will notify all Consultants that submit Proposals of the evaluation results.
X. PROPOSAL SUBMISSION
Consultants shall submit one (1) original and two (2) copies of their Proposal to the City.
Proposals shall be received no later than 5:00 p.m. on October 19, 2017 at the following address:
City of Azusa
City Clerk’s Office
213 E. Foothill Blvd.
Azusa, CA 91702
Re: CDBG Project 601863-17 Azusa Library Americans with Disabilities Act (ADA)
Restroom Retrofit and Improvement Project
Late submittals will be rejected and not returned.
A. Inquiries - Inquiries concerning this RFP shall be directed to:
Daniel Bobadilla, P.E., Director of Public Works/City Engineer
Phone (626) 812-5264; Email: dbobadilla@ci.azusa.ca.us
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B. Schedule - The tentative schedule of activities related to this RFP is as follows:
RFP Issued September 28, 2017
Final date for inquiries October 10, 2017
Proposal Due Date October 19, 2017
Notice to Proceed November 7, 2017
Consultants are provided the opportunity to ask questions prior to submittal of a proposal. The
final date to submit all questions is October 10, 2017, and should be submitted in writing, via e-
mail to dbobadilla@ci.azusa.ca.us.
Construction bids are expected to be solicited in December 2017 with construction expected to
commence in February 2018.
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ATTACHMENT A
CITY OF AZUSA
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 AZUSA LIBRARY
AMERICANS WITH DISABILITIES ACT (ADA) COMPLIANT RESTROOM
RETROFIT AND IMPROVEMENT PROJECT Community Development Block Grant
Project (CDBG) 601863-17 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.
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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
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
as follows: [INSERT NAMES].
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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 Subcontracting.
(A) Nothing contained in this contract or otherwise, shall create any contractual relation
between City and any subconsultant(s), and no subcontract shall relieve Consultant of its
responsibilities and obligations hereunder. Consultant agrees to be as fully responsible to City
for the acts and omissions of its subconsultant(s) and of persons either directly or indirectly
employed by any of them as it is for the acts and omissions of persons directly employed by
Consultant. Consultant’s obligation to pay its subconsultant(s) is an independent obligation from
City’s obligation to make payments to the Consultant.
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(B) Consultant shall perform the work contemplated with resources available within its own
organization and no portion of the work pertinent to this contract shall be subcontracted without
written authorization by City’s Contract Administrator, except that, which is expressly identified
in the approved Cost Proposal.
(C) Consultant shall pay its subconsultants within ten (10) calendar days from receipt of each
payment made to Consultant by City.
(D) All subcontracts entered into as a result of this contract shall contain all the provisions
stipulated in this contract to be applicable to subconsultants.
(E) Any substitution of subconsultant(s) must be approved in writing by City’s Contract
Administrator prior to the start of work by the subconsultant(s).
3.2.10 Performance Period. This contract shall go into effect on
(DATE), contingent upon approval by City, and Consultant shall commence work after
notification to proceed by City’s Contract Administrator. The contract shall end on (DATE),
unless extended by contract amendment. Consultant is advised that any recommendation for
contract award is not binding on City until the contract is fully executed and approved by City.
3.2.11 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 the 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.
3.2.11.1 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, including, 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 any 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.
3.2.11.2 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.
3.2.11.3 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.
3.2.11.4 Labor Certification. By its signature hereunder, Consultant certifies that
it is aware of the provisions of Section 3700 of the California Labor Code which 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.
3.2.11.5 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, handicap, 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.
3.2.11.6 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 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.
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3.2.11.7 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 described 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.
3.2.12 Insurance.
3.2.12.1 Time for Compliance. Consultant shall not commence Services under
this Agreement until it has provided evidence satisfactory to the City that it has 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.
3.2.12.2 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
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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 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.
3.2.12.3 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
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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.
3.2.12.4 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).
(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
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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, employees, 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.
3.2.12.5 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 special 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.
3.2.12.6 Deductibles and Self-Insurance Retentions. Any 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.
3.2.12.7 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.
3.2.12.8 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.
3.2.12.9 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
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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.
3.2.12.10 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.
3.2.12.11 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 injuries; and (C) adequate facilities for the proper inspection and maintenance of all
safety measures.
3.2.12.12 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 of three
(3) years from the date of final payment under this Agreement.
3.3.1 Fees and Payments.
3.3.1 Allowable Costs and Payment.
A. The method of payment for this contract will be based on actual cost plus a
fixed fee. City will reimburse Consultant for actual costs (including labor costs, employee
benefits, travel, equipment rental costs, overhead and other direct costs) incurred by Consultant
in performance of the work. Consultant will not be reimbursed for actual costs that exceed the
estimated wage rates, employee benefits, travel, equipment rental, overhead, and other estimated
costs set forth in the approved Consultant’s Cost Proposal, unless additional reimbursement is
provided for by contract amendment. In no event, will Consultant be reimbursed for overhead
costs at a rate that exceeds City’s approved overhead rate set forth in the Cost Proposal. In the
event, that City determines that a change to the work from that specified in the Cost Proposal and
contract is required, the contract time or actual costs reimbursable by City shall be adjusted by
contract amendment to accommodate the changed work. The maximum total cost as specified in
Paragraph “H” below shall not be exceeded, unless authorized by contract amendment.
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B. In addition to the allowable incurred costs, City will pay Consultant a fixed fee
of $(AMOUNT). The fixed fee is nonadjustable for the term of the contract, except in the event
of a significant change in the scope of work and such adjustment is made by contract
amendment.
C. Reimbursement for transportation and subsistence costs shall not exceed the
rates specified in the approved Cost Proposal.
D. When milestone cost estimates are included in the approved Cost Proposal,
Consultant shall obtain prior written approval for a revised milestone cost estimate from the
Contract Administrator before exceeding such cost estimate.
E. Progress payments will be made monthly in arrears based on services provided
and allowable incurred costs. A pro rata portion of Consultant’s fixed fee will be included in the
monthly progress payments. If Consultant fails to submit the required deliverable items
according to the schedule set forth in the Statement of Work, City shall have the right to delay
payment or terminate this Contract in accordance with the provisions of Article VI Termination.
F. No payment will be made prior to approval of any work, nor for any work
performed prior to approval of this contract.
G. Consultant will be reimbursed, as promptly as fiscal procedures will permit
upon receipt by City’s Contract Administrator of itemized invoices in triplicate. Invoices shall
be submitted no later than 45 calendar days after the performance of work for which Consultant
is billing. Invoices shall detail the work performed on each milestone and each project as
applicable. Invoices shall follow the format stipulated for the approved Cost Proposal and shall
reference this contract number and project title. Final invoice must contain the final cost and all
credits due City including any equipment purchased under the provisions of Section 3.3.5
Equipment Purchases of this contract. The final invoice should be submitted within 60 calendar
days after completion of Consultant’s work. Invoices shall be mailed to City’s Contract
Administrator at the following address:
City of Azusa
213 E. Foothill Blvd.
Azusa, CA 91702
Attn: Director of Public Works
H. The total amount payable by City including the fixed fee shall not exceed $
(Amount).
I. Salary increases will be reimbursable if the new salary is within the salary
range identified in the approved Cost Proposal and is approved by City’s Contract Administrator.
J. For personnel subject to prevailing wage rates as described in the California
Labor Code, all salary increases, which are the direct result of changes in the prevailing wage
rates are reimbursable.
3.3.2 Compensation. Consultant shall receive compensation, including
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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.
3.3.3 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.
3.3.4 Reimbursement for Expenses. Consultant shall not be reimbursed for any
expenses unless authorized in writing by City.
3.3.5 Equipment Purchases.
A. Prior authorization in writing, by City’s Contract Administrator shall be
required before Consultant enters into any unbudgeted purchase order, or subcontract exceeding
$5,000 for supplies, equipment, or Consultant services.
B. Consultant shall provide and evaluation of the necessity or desirability of
incurring such costs. For purchase of any item, service or consulting work not covered in
Consultant’s Cost Proposal and exceeding $5,000 prior authorization by City’s Contract
Administrator; three competitive quotations must be submitted with the request, or the absence
of bidding must be adequately justified.
C. Any equipment purchased as a result of this contract is subject to the
following: “Consultant shall maintain an inventory of all nonexpendable property.
Nonexpendable property is defined as having a useful life of at least two years and an acquisition
cost of $5,000 or more. If the purchased equipment needs replacement and is sold or traded in,
City shall receive a proper refund or credit at the conclusion of the contract, or if the contract is
terminated, Consultant may either keep the equipment and credit City in an amount equal to its
fair market value, or sell such equipment at the best price obtainable at a public or private sale, in
accordance with established City procedures; and credit City in an amount equal to the sales
price. If Consultant elects to keep the equipment, fair market value shall be determined at
Consultant’s expense, on the basis of a competent independent appraisal of such equipment.
Appraisals shall be obtained from an appraiser mutually agreeable to by City and Consultant, if it
is determined to sell the equipment, the terms and conditions of such sale must be approved in
advance by City.” 49 CFR, Part 18 requires a credit to Federal funds when participating
equipment with a fair market value greater than $5,000 is credited to the project.
3.3.6 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
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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.
3.3.7 State Prevailing Wages.
A. Consultant shall comply with the State of California’s General Prevailing
Wage Rate requirements in accordance with California Labor Code, Section 1770, and all
Federal, State, and local laws and ordinances applicable to the work.
B. Any subcontract entered into as a result of this contract, if for more than
$25,000 for public works construction or more than $15,000 for the alteration, demolition, repair,
or maintenance of public works, shall contain all of the provisions of this Article, unless the
awarding agency has an approved labor compliance program by the Director of Industrial
Relations.
C. When prevailing wages apply to the services described in the scope of work,
transportation and subsistence costs shall be reimbursed at the minimum rates set by the
Department of Industrial Relations (DIR) as outlined in the applicable Prevailing Wage
Determination. See http://www.dir.ca.gov.
3.3.8 Cost Principles and Administrative Requirements.
A. Consultant agrees that the Contract Cost Principles and Procedures, 48 CFR,
Federal Acquisition Regulations System, Chapter 1, Part 31.000 et seq., shall be used to
determine the cost allowability of individual items.
B. Consultant also agrees to comply with federal procedures in accordance with
49 CFR, Part 18, Uniform Administrative Requirements for Grants and Cooperative Agreements
to State and Local Governments.
C. Any costs for which payment has been made to Consultant that are determined
by subsequent audit to be unallowable under 49 CFR, Part 18 and 48 CFR, Federal Acquisition
Regulations System, Chapter 1, Part 31.000 et seq., are subject to repayment by Consultant to
City.
3.4 Termination of Agreement.
3.4.1 Termination.
A. City reserves the right to terminate this contract upon thirty (30) calendar days
written notice to Consultant with the reasons for termination stated in the notice.
B. City may terminate this contract with Consultant should Consultant fail to
perform the covenants herein contained at the time and in the manner herein provided. In the
event of such termination, City may proceed with the work in any manner deemed proper by
City. If City terminates this contract with Consultant, City shall pay Consultant the sum due to
Consultant under this contract prior to termination, unless the cost of completion to City exceeds
the funds remaining in the contract. In which case the overage shall be deducted from any sum
due Consultant under this contract and the balance, if any, shall be paid to Consultant upon
demand.
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C. The maximum amount for which the City shall be liable if this contract is
terminated is _____ dollars.
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
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.
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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
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.
3.5.6 Retention of Records/Audit.
For the purpose of determining compliance with Public Contract Code 10115, et
seq. and Title 21, California Code of Regulations, Chapter 21, Section 2500 et seq., when
applicable and other matters connected with the performance of the contract pursuant to
Government Code 8546.7; Consultant, subconsultants, and City shall maintain and make
available for inspection all books, documents, papers, accounting records, and other evidence
pertaining to the performance of the contract, including but not limited to, the costs of
administering the contract. All parties shall make such materials available at their respective
offices at all reasonable times during the contract period and for three years from the date of final
payment under the contract. The state, State Auditor, City, FHWA, or any duly authorized
representative of the Federal Government shall have access to any books, records, and
documents of Consultant and it’s certified public accountants (CPA) work papers that are
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pertinent to the contract and indirect cost rates (ICR) for audit, examinations, excerpts, and
transactions, and copies thereof shall be furnished if requested.
3.5.7 Audit Review Procedures.
A. Any dispute concerning a question of fact arising under an interim or post
audit of this contract that is not disposed of by agreement, shall be reviewed by City’s Chief
Financial Officer.
B. Not later than 30 days after issuance of the final audit report, Consultant may
request a review by City’s Chief Financial Officer of unresolved audit issues. The request for
review will be submitted in writing.
C. Neither the pendency of a dispute nor its consideration by City will excuse
Consultant from full and timely performance, in accordance with the terms of this contract.
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: Director of Public Works
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 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
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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 institute
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EXHIBIT D
REQUIRED FEDERAL PROVISIONS AND SPECIAL REQUIREMENTS
The parties agree that the following provisions also apply to the Agreement and that these provisions supersede the Agreement where they conflict:
Consultant shall assist City to ensure that City CDBG projects comply with all
applicable Federal and County of Los Angeles Requirements including, but not limited
to, the following:
Source of Funds
The City participates in the Community Development Block Grant ("CDBG")
program and receives annual funding from the U .S Department of Housing and
Urban Development ("HUD") through the Los Angeles County Community
Development Commission under the Housing and Community Development Act of
1974, Public Law 93-383, as amended , herein called the "Act". This contract is for
services that may be funded in whole or in part with CDBG funds.
Patent Rights
If this Agreement results in any d iscovery or invention which may develop in the
course of or under the Agreement, the City reserves the right to royalty-free, non-
exclusive and irrevocable license to reproduce, publish or otherwise use and to
authorize other to use the work for any governmental purpose.
Copyright
If this Agreement results in any copyrighted material, the City and or/granter agency
reserves the right to royalty-free, non-exclusive and irrevocable license to reproduce,
publish or otherwise use and to authorize other to use the work for any governmental
purpose.
Records
Consultant shall keep, and require subcontractors to keep, such books and records
as shall be necessary to perform the services required by this Agreement and enable
the Contract Officer to evaluate the performance of such services. The Contract
Officer shall have full and free access to such books and records at all times during
normal business hours of City, including the right to inspect, copy, audit and make
records and transcripts from such records. Such records shall be maintained for a
period of five (5) years following completion of the services hereunder, and the City
shall have access to such records in the event any audit is required.
o FEDERAL REQUIREMENTS
o EQUAL EMPLOYMENT OPPORTUNITY CLAUSE. During the
Performance of this agreement, the Consultant agrees as follows:
• The Consultant will not discriminate against any employee or
applicant of reemployment because of age, race, creed, sex,
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color or national origin. The Consultant will take affirmative
action to ensure that the applicants are employed, and that
employees are treated during employment, without regard to
their age, race, creed, sex, color or national origin.
Such action shall incl ude, but not be limited to the following:
employment, upgrading, demotion, or transfer; rates of pay of
other forms of compensation; and selection for training,
including apprenticeship. The Consultant agrees to post in
conspicuous places, available to employees and applicants for
em ployment , notices to be provided by the City setting
forth the provisions of this non-discrimination clause .
• The Consultant will, in all solicitation of advertisement for
employees to be placed b y or on behalf of the Consultant,
state that all qualified applicants will receive consideration for
employment without regard to age, race, creed, color, sex, or
national origin.
• The Consultant will cause the foregoing provisions to be inserted
in all subcontracts for any work covered by this Agreement
so that such provisions will be binding upon each
subcontractor, provided that the foregoing provisions shall not
apply to contracts or subcontracts for standard commercial
supplies or raw materials.
• The Consultant will comply with all provisions of the Executive
Order 11246 of September 24, 1965 and of the rules, regulations,
and relevant order of Secretary of Labor.
• The Consultant will furnish all information and reports
required by Executive Order 1 1246 of September 25, 1 965,
and by the rules, regulations and orders of the Secretary of
Labor, or pursuant thereto, and will permit access to his books,
records, and accounts by the City and the Secretary of Labor for
purposes of investigation to ascertain compliance with such rules,
regulations and orders.
• In the event of the Consultant’s non-compliance with the equal
opportunity clauses of the Agreement or with any such rules,
regulations or orders, this Agreement may be canceled ,
terminated, or suspended in whole or in part and the Consultant
may be declared ineligible for further government contracts in
accordance with procedures authorized in Executive Order
11246 of September 24, 1965, or by rule, regulation, or order of
the Secretary of Labor, or as otherwise provided by law.
• The Consultant will include the provisions of paragraph (a)
through (f) in every subcontract or purchase order unless exempted
by rules, regulations , or orders of the Secretary of Labor issued
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pursuant to Section 204 of Executive Order 11246 of
September 24, 1965, so that such provisions will be binding upon
each subcontractor or vendor . The Consultant will take such
action with respect to any subcontract or purchase order as the
City may direct as a means of enforcing such provisions
including sanctions for noncompliance; provided, however, that
in the event the Consultant becomes involved in, or is threatened
with, litigation with a subcontractor or vendor as a result of
such directions by the City, the Consultant may request the
United States to enter into such litigation to protect the interest of
the United States.
• CIVIL RIGHTS ACT OF 1964. Under Title VI the Civil Rights
Act of 1964, no person shall, on the grounds of race, color, or
national origin , be excl uded from participation in, de denied the
benefits of, or be subjected to discrimination under any program
activity receiving federal financial assistance.
• SECTION 1 09 OF THE HOUSING AND COMMUNITY
DEVELOPMENT ACT OF 1974. No person in the United States
shall, on the grounds of race, color, national origin, or sex be
excluded from participation in, be denied the benefits , or be
subjected to discrimination under any program or activity funded
in whole or in part with funds made available under this title.
• AGE DISCRIMINATION ACT OF 1975 AND
REHABILITATION ACT OF 1973. Any prohibition against
discrimination on the basis of age under the Age Discrimination
of 1975, or with respect to an otherwise qualified handicapped
individual, as provided in Section 504 of the Rehabilitation Act
of 1973, shall also apply to any such program or activity.
• "SECTION 3" COMPLIANCE IN THE PROVISION OF
TRAINING, EMPLOYMENT AND BUSINESS
OPPORTUNITIES. The work to be performed under this
Agreement is on a project assisted under a program providing
direct federal financial assistance from the Department of
Housing and Urban Development and is subject to the
requirements of Section 3 of the Housing and Urban
Development and is subject to the requirements of Section 3 of
the Housing Urban Development Act of 1968, as amended, 12
U .S.C. 1701u. Section 3 requires that, to the greatest extent
feasible, opportunities for training and employment be given to
lower income residents of the project area and contracts for work
in connection with the project be awarded to business concerns
which are located in or owned in substantial part by persons
residing in the area of the project.
• The parties of the Agreement will comply with the provision
of said Section 3 and the regulations issued pursuant thereto by
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the Secretary of Housing and Urban Development set forth in
24 CFR 135, and all applicable rules and orders of the
Department issued there under prior to the execution of the
Agreement. The parties to this Agreement certify and agree that
they are under contractual or other disability which would
prevent them from complying with these requirements.
• The Consultant will send to each labor organization or representative of workers with which he has a collective bargaining agreement or other contract or understanding, if any, a notice advising the said labor organization of workers' representative of his commitments under this Section 3 clause and shall post copies of the notice in conspicuous places available to employees and applicants for employment of training.
• The Consultant will include this Section 3 clause in every
subcontract for work in connection with the project and will,
at the direction of the applicant for or receipt of federal
financial assistance, take appropriate action pursuant to the
subcontract upon a finding that the subcontractor is in violation of
regulations under 24 CFR Part 135 and will not let any
subcontract unless the subcontractor has first provided him
with a preliminary statement of availability to comply with the
requirement of these regulations .
• Compliance with provision of Section 3 of the regulations set
forth in 24 CFR Part 135, and all applicable rules and orders of
the contract, shall be a condition of the federal financial
assistance provided to the project, binding upon the applicant
or recipient for such assistance, its successors, and assigns.
Failure to fulfill these requirements shall subject the applicant
or recipient, its contractors and subcontractor, it successors and
assigns to those sanctions specified by the grant or loan
agreement or contract through which federal assistance is
provided , and to such sanction as are specified by 24 CFR Part
135.
• LOBBYING CERTIFICATION. The Consultant certifies that no
Federal appropriated funds have been paid or will be paid, by or
on behalf of the Consultant, to any person for influencing or
attempting to influence an officer or employee of any agency, a
Member of Congress, an officer or employee of Congress, or a
making of any cooperative agreement, and the extension,
continuation, renewal, amendment, or modification of any
Federal contract, grant, loan or cooperative agreement.
• The Consultant certifies that if any funds other than Federal
appropriated funds have been paid or will be paid to any person
for influencing or attempting to influence an officer or
employee of any agency, a Member of Congress, an officer or
employee of any agency in connection with this Federal
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contract, grant, loan, or cooperative agreement, the Consultant
shall complete and submit Standard Form-LLL, "Disclosures
Form to Report Lobbying" in accordance with its instructions.
• The Consultant shall require that the language of this
certification be included in all subcontracts and that all
subcontractors shall certify and disclose accordingly .
o DISCLOSURE AND COMPLIANCE. Consultant agrees that any conflict or
potential conflict of interest shall be fully disclosed prior to execution of this
contract and Consultant shall comply with all applicable federal, state and
county laws and regulations governing conflicts of interest including but not
limited to 2 CFR 200.112 - Conflict of Interest found in Part 200 – Uniform
Administrative Requirements, Cost Principles, and Audit Requirements for
Federal Awards.
o CLEAN AIR AND WATER ACTS. The Consultant agrees to comply with the
following regulations insofar as they apply to the performance of this Agreement:
1. Clean Air Act, 42 U .S.C., 1857, et seq.
2. Clean Water Act
3. Federal Water Pollution Control Act, as amended , 33 U.S.C. 1251, et seq.
as amended by section 1318 relating to inspection , monitoring, entry,
reports, and information, as well as other requirements specified in said
Section 1 14 and Section 308, and all regulation s and gu i delines issued
thereunder.
4. Environmental Protection Agency (EPA) regulations pursuant to 40
C.F.R., Part 50, as amended.
5. National Environmental Policy Act of 1969.
6. HUD Environmental Review Procedures (24 CFR, Part 58).
7. Energy Pol icy and Conservation Act
8. Executive Order 11738
o LABOR STANDARDS . Consultant agrees to comply with the requirements
of the Secretary of Labor in accordance with Executive Order 11246, the
Davis Bacon Act as amended, the provision of Section I 03 and I 07 of the
Contract Work Hours and Safety Standards Act , the Copeland "Anti-
Kickback" Act (40 U.S.C. 276, 327-333), Section 3 of the Housing and Urban
Development Act of 1968, and all other applicable federal, state, and local
laws and regulations pertaining to labor standards insofar as those acts apply to
the performance of this Agreement. Consultant shall maintain documentation
which demonstrates compliance with hour and wages requirement of this part.
Such documentation shall be made available to the City for review upon
request.
Consultant agrees that, except with respect to the rehabilitation or construction
of residential property designed for residential use for less than eight (8)
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households, all contractors engaged under contracts in excess of $2,000 for
construction, renovation or repair of any building or work financed in whole or
in part with assistance provided under this contact, shall comply with federal
requirements adopted by the City pertaining to such contracts and with the
applicable requirements of the regulations of the Department of Labor, under
CFR, Parts 3, I 5 and 7 governing the payment of wages and ratio of
apprentices and trainees to journeymen; provided, that if wages rates higher
than those required under the regulations are imposed by state or local law,
nothing hereunder is intended to relieve the Consultant of its obligation, if any,
to require payment of the higher wage.
o COUNTY OF LOS ANGELES REQUIREMENTS
The Consultant certifies that it is understood that each person/entity/firm who
applies for a Community Development Commission contract, and as part of that
process, shall certify that they are familiar with the requirements of Los Angeles
County Chapter 2.160, (Los Angeles County Ordinance 93-0031); and
That all persons/entities/firms acting on behalf of the above named firm have and
will comply with the County Code; and
That any person/entity/firm who seeks a contract with the Community
Development Commission shall be disqualified therefrom and denied the contract
and, shall be liable in civil action, if any lobbyist firm, lobbyist employer or any
other person or entity acting on behalf of the above named firm fails to comply with
the provisions of the County Code.