HomeMy WebLinkAboutE-06 Staff Report - RFP Owners Representative 890 ThePromenadeCONSENT ITEM
E-6
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
VIA: SERGIO GONZALEZ, CITY MANAGER
FROM: KURT CHRISTIANSEN, FAICP, ECONOMIC AND COMMUNITY DEVELOPMENT
DIRECTOR
DATE: APRIL 16, 2018
SUBJECT: AUTHORIZATION TO SOLICIT PROPOSALS FOR AN OWNERS
REPRESENTATIVE FOR THE PROMENADE AT CITRUS (890 THE PROMENADE)
BACKGROUND:
The construction of The Promenade at Citrus, an 8,250 square feet commercial building, is anticipated to
be completed in May and will be available for leasing. As the site’s Landlord, the City will be
responsible for reviewing and approving lease agreements, tenant improvements and establishing a day-
to-day budget to operate the site. Since Staff has no experience in this area, Staff is requesting
authorization to solicit proposals for an Owners Representative for The Promenade at Citrus (890 The
Promenade).
RECOMMENDATION:
Staff recommends the City Council take the following action:
1)Authorize Staff to solicit proposals for an Owners Representative and accept proposals from
qualified firms.
ANALYSIS:
Staff is proposing a Request For Proposals be released to invite qualified consultants to serve as the
City’s Owner Representative and provide consulting in the planning, leasing and development of the
commercial site. The City has no previous landlord experience in operating a commercial site and is
unaware of the legal and binding responsibilities associated in a landlord-tenant relationship.
Among the tasks the City seeks from the Owners Representative is assistance in reviewing the terms and
conditions of lease agreements to ensure they are within the industry’s standards and in the City’s best
interest. The Owners Representative will assist the City in creating a financial budget for day-to-day
operations of The Promenade at Citrus that forecasts expenses and fiscal impacts to the City. Such
operations include, but are not limited to common area maintenance (CAM), real estate taxes, utilities,
APPROVED
CITY COUNCIL
4/16/2018
RFP to Solicit Owners Representative
April 16, 2018
Page 2
building repairs and maintenance, insurance, and property management. The Owners Representative will
provide insight how to plan for and mitigate tenant vacancy in the event vacancies were to occur. In
addition, the Owners Representative will be responsible for creating a tenant improvement budget and
overseeing the tenant improvement process that includes, but is not limited to tenant’s construction
activities, landlord’s work and allowance provisions and construction time frames. It is in the City’s best
interest to engage an Owner’s Representative to ensure all items related to the planning, leasing and
development of The Promenade at Citrus are identified to avoid unbudgeted fiscal impacts and
construction delays.
The required services and performance requirements are described in the Scope of Services selection of
the RFP (Attachment 1).
Assuming multiple submittals are received by the City, a Selection Committee consisting of City Staff
will be formed to evaluate the proposals according to the criteria described in the RFP (Attachment 1).
The Committee’s recommended applicant will be brought to a future meeting for City Council
authorization. Upon approval, the selected applicant will enter into a Professional Services Agreement
with the City (Exhibit A to Attachment 1).
FISCAL IMPACT:
There is no fiscal impact to the City by authorizing Staff to solicit proposals. Once proposals are
received and reviewed by Staff, an agenda report will be provided to the City Council which will outline
potential fiscal impact.
Prepared by: Reviewed and Approved:
Carina Campos Kurt Christiansen, FAICP
Economic Development Specialist Economic and Community Development Director
Reviewed and Approved: Reviewed and Approved:
Louie F. Lacasella Sergio Gonzalez
Senior Management Analyst City Manager
Attachments:
1) RFP – Owners Representative
City of Azusa
Request for Proposals:
Owners Representative
Proposals Due:
May 17, 2018
Contact:
Carina Campos
Economic Development Division
City of Azusa
213 East Foothill Boulevard
Azusa, CA 91702
(626)812-5102
ccampos@ci.azusa.ca.us
City of Azusa RFP: Owners Representative | Page 2
Table of Contents
I. Introduction 3
II. Background 3
III. Project Overview 3
IV. Scope of Services 4
V. Consultant’s Responsibilities 5
VI. Submittal Content 5
VII. Evaluation and Selection Process 6
VIII. Professional Services Agreement 6
IX. Submission of Proposals 6
X. General RFP Conditions 7
XI. Award of Contract 8
Attachment A: Professional Services Agreement
9
Attachment B: The Promenade at Citrus Site Plan 28
Attachment C: The Promenade at Citrus Renderings 29
Attachment D: The Promenade at Citrus Suite Square Footages 30
City of Azusa RFP: Owners Representative | Page 3
I. Introduction
The City of Azusa (“City”) is seeking a qualified professional consultant (“Consultant”) to submit
a written proposal to provide the City consulting services in the planning, leasing and
development of The Promenade at Citrus located at 890 The Promenade (Attachment B & C).
II. Background
The City operates under the council/administration form of government. It is a full-service city
except for its Fire Department which is contracted with Los Angeles County Fire Department.
The City covers approximately 10 square miles and boasts a diverse population of over 48,000.
The estimated median household income is over $56,000. The City is proud of its mix of small
businesses, support services, manufacturers and large institutional employers such as Azusa
Pacific University. Two Metro Gold Line Stations are within City boundaries located in the heart
of downtown, Azusa Downtown Station, and adjacent to Azusa Pacific University and Citrus
College, APU/Citrus College Station.
The City is strategically located off the 210 Freeway within a 30 minute dr ive to Pasadena,
Orange County, Inland Empire, and the Ontario International Airport. In addition to its
convenient freeway access, Azusa offers several major traffic corridors including the renowned
U.S. Route 66 (Foothill Boulevard) which runs east to west through the community. The
California State Route 39 runs north to the newly designated San Gabriel Mountains National
Monument and south to the beach.
III. Project Overview
Rosedale Land Partners II, LLC transferred ownership of one parcel of approximately 53,400
square feet (accessor parcel number 8625-056-900) to the City on which Rosedale Land Partners
is currently constructing a commercial building of approximately 8,250 square feet. The subject
property is located at 890 The Promenade and consists of six (6) retail suites. The suites range
between 1,047 square feet to 1,800 square feet (Attachment D). The build out of the site is
anticipated to be completed sometime in May.
The Promenade at Citrus is located adjacent to Citrus + Palm, a 112 residential townhome
development project that is a part of the Rosedale Master Planned Community of 1,227 new
homes. Citrus + Palm is currently under construction and is anticipated to be completed in 2019.
The Promenade at Citrus is adjacent to the APU/Citrus College Metro Gold Line Station that has
an approximate ridership of 10,000 riders per day and a parking structure with an available 200
parking spaces.
The Promenade at Citrus is located within a mile radius of Azusa Pacific University (APU) and
Citrus College. APU is a leading private Christian university with over 10,000 students and 1,400
faculty and staff members. According to APU, over $28.3 million is spent by APU students in the
City. Citrus College is a community college highly ranked in California with an annual
enrollment of over 20,000 students.
City of Azusa RFP: Owners Representative | Page 4
IV. Scope of Services
The City is seeking an Owner’s Representative to work as part of the Promenade at Citrus project
team to provide advice, general oversight, and quality assurance for the Promenade at Citrus
project. The Owner’s Representative is primarily responsible for high-level quality assurance
reviews of Promenade at Citrus construction activity and deliverables including project and
construction schedule, tenant management, construction feasibility reviews, plans, specifications,
and estimate packages, bids/contracts, construction activities, and representation of the best
interests of the City to ensure a quality, cost effective project that is completed on schedule and
within budget. The City expects to rely on his/her experience in gui ding the project and looks
forward to utilizing his/her experience in finalizing the scope of work which should be flexible
enough to allow a broad overview over the entire project and provide the City with a
knowledgeable “second set of eyes.” The Owner’s Representative duties will include, but not be
limited to:
Operational underwriting in the form of a fully stabilized budget, including all expenses
specific to the project;
Report to City in written report (via email) regarding current issues at project, leasing,
construction and occupancy status, and other matters as necessary or as requested;
In person meetings as necessary with City staff to report, coordinate, or resolve project
issues;
Consulting duties in the form of activities related to planning, leasing, development and
troubleshooting;
Construction management and review of proposed staging, phasing, and site logistic
plans;
Full tenant coordination duties to include the build out of tenant improvements;
Assisting in the development of the Work Letters and ensuring that City and tenant
conform to Work Letter requirements;
Review lease proposals/letters of intent and advise City on best practices and market
terms;
Provide guidance regarding Tenant Improvement (TI) allowances and budgets using
industry standards and past performance;
Provide day-to-day single point of contact for all on-site contractors and tenants;
Review Lease Work Letters and construction clauses in leases and assist in resolving
negotiations regarding construction exhibits;
Review requests for tenant improvement allowance payments for completion and
documentation, processing tenant’s allowance payments as necessary;
Direct and coordinate all tenant-related activities and the overall construction process
with the project architect, contractor, and other consultants;
Track and assist tenants with regulatory approvals, permitting and other
agency/regulatory requirements, including utility services and fee;
Serve as an advisor for the City for interactions with tenants and other project related
consultants and contractors;
City of Azusa RFP: Owners Representative | Page 5
Review construction drawings, constructability review, specifications, general and
special provisions, and cost estimates;
Review project and construction schedule and report to City on monthly basis with
current status and schedule of completion and deliverables;
Review and advise change orders concerning the necessity for, scope of, and
recommended cost of change orders; and
Recommend modifications, if required, to all reviewed activities and deliverables, for
final decision by the City.
Although the City is not seeking duplicate services of any of our current contracted services (for
example, current contractor Jones Lang La Salle), the City is interested in value -added services
that the City should consider pertaining to the scope of work of the Owner’s Representative for
the Promenade at Citrus project. Proposers should submit detailed information regarding
proposed services as part of their proposed Scope of Work.
V. Consultant’s Responsibilities
At the start of the project, the Consultant will meet with City Staff and selected individuals to
discuss the approach and expectations.
The Consultant will meet on a regular basis with the City Manager, Director of Economic
Development and City Staff to review the progress of the work and to discuss any changes in
direction or needed details. The Consultant is required to submit a brief report on the progress
made.
VI. Submittal Content
The following minimum information should be provided in each pro posal and will be utilized in
evaluating each proposal submitted. To expedite the evaluation of proposals, submittals should be
no more than thirty (30) pages in length.
(a) Cover Letter
The cover letter should indicate the full name and address of the consulting firm
that will perform the services described in the RFP. The Consultant should
include the name and contact information for the individual who will serve as
project manager as well as the firm’s qualifications.
(b) Consultant’s Prior Experience and Qualifications
Provide examples of the last three (3) completed projects demonstrating the
consultant’s current owners representative experience working with
municipalities or other organizations similar in size, scope and purpose.
(c) References
Provide three (3) client references applicable to the scope of services. Include
contact names, telephone numbers and e-mail addresses.
(d) Organizational Chart
Identify all team members and their titles and responsibilities for the project.
(e) Team Member Resumes
Provide a resume for all team members.
(f) Management Overview and Approach
City of Azusa RFP: Owners Representative | Page 6
Explain the proposed methodology that will be used and clearly demonstrate
understanding of the objectives the project is intended to complete. The
Consultant should provide a detailed work plan and time line indicating how each
task under the Scope of Services will be accomplished.
(g) Fee Proposal
As part of the cost and price proposal, the Proposer(s) shall submit proposed
pricing to provide the services for each work task proposed in response to the
Scope of Work.
VII. Evaluation and Selection Process
All proposals submitted will be reviewed and evaluated by the Evaluation Committee composed
of City Staff for further consideration on the basis of the following criteria:
Consultant’s qualifications and experience;
Consultant’s knowledge of best practices in municipalities;
Consultant’s experience in completing projects similar in size, scope and purpose;
Consultant’s understanding of the Scope of Services;
Consultant’s detailed work plan to complete services;
Qualifications and experience of team members;
Overall quality of response to RFP; and
Consultant’s fee proposal.
During the evaluation period, the City may interview some or all of the proposing firms. The
City will establish a specific date to conduct interviews, and all prospective Proposer(s) will be
asked to keep this date available. No other interview dates will be provided, therefore, if a
Proposer(s) is unable to attend the interview on this date, its proposal may be eliminated from
further discussion. The interview will likely consist of a short presentation by the Proposer(s)
after which the Proposal Evaluation Committee will ask questions related to the firm’s proposal
and qualifications. At the conclusion of the evaluation process, the Proposal Evaluation
Committee may recommend to the City Council, a Proposer(s) with the highest final ran king or a
short list of top ranked firms within the competitive range whose proposal(s) is most
advantageous to the City. The City Council will review the Proposal Evaluation Committee’s
recommendation and make the final selection.
VIII. Professional Services Agreement
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).
IX. Submission of Proposals
One (1) unbound copy, three (3) bounded copies and one (1) electronic copy of all proposals must
be received in the City of Azusa, City Clerk’s Office by May 17, 2018 at 5:30 p.m. It is the
responsibility of the Consultant to see that any proposal sent through mail, or any other delivery
method, should have sufficient time to be received by the City of Azusa, City Clerk’s Office prior
to the proposal due date and time. Late proposals will not be accepted. Proposals should b e
clearly marked and submitted to:
City of Azusa
City of Azusa RFP: Owners Representative | Page 7
City Clerk’s Office
213 E. Foothill Blvd
Azusa, CA 91702
All inquiries to this proposal should be submitted via mail or e-mail to:
Carina Campos
City Manager’s Office
City of Azusa
213 E. Foothill Boulevard
Azusa, CA 91702
Phone: (626)812-5102
Fax: (626)334-6358
E-mail: ccampos@ci.azusa.ca.us
Interpretations or clarifications considered necessary in response to such questions will be
resolved by the issuance of formal Addenda to the RFP sent out by May 10, 2018 at 5:30 p.m.
The deadline for all questions is May 3, 2018 at 5:30 p.m. Questions received after this date and
time will not be answered. Only questions that have been resolved in writing will be binding. Oral
and other interpretations or clarifications will be without legal or contractual effect.
Deadline to Submit Proposal May 17, 2018
Evaluation Committee Screens Proposals May 24 - June 7, 2018
Tentative Award of Contract June - July 2018
X. General RFP 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 Proposer(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 avai lable to any
person upon request.
(e) Submitted proposals are not to be copyrighted.
(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.
City of Azusa RFP: Owners Representative | Page 8
(h) Any material misrepresentations made by the Proposer(s) will void the proposal response and
eliminate the Proposer(s) from further consideration.
(i) Pre-Contractual Expense
The City shall not, in any event, be liable for any pre-contractual expenses incurred by
Proposer(s) in the preparation of its proposal. Proposer shall not include any such expenses
as part of its proposal.
Pre-contractual expenses are defined as expenses incurred by Proposer(s) in:
i. Preparing its proposal in response to this RFP;
ii. Submitting that proposal to the City;
iii. Negotiating with the City any matter related to this proposal; or
iv. Any other expenses incurred by Proposer(s) prior to date of award, if any.
(j) All materials submitted become the property of the City.
XI. Award of Contract
The City of Azusa will receive competitive proposals from agencies having specific experience
and qualifications in the areas identified in this solicitation. Under competitive negotiation
procedures, the terms of the service contract, the price of the ser vice, the method of service
delivery, and the conditions of performance are all negotiable. A negotiated contract will be
awarded to the firm that best meets the proposed needs at a reasonable price, not necessarily at
the lowest price.
City of Azusa RFP: Owners Representative | Page 9
ATTACHMENT A
SAMPLE
PROFESSIONAL SERVICES AGREEMENT
City of Azusa RFP: Owners Representative | Page 10
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 [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,
City of Azusa RFP: Owners Representative | Page 11
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 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
City of Azusa RFP: Owners Representative | Page 12
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].
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
City of Azusa RFP: Owners Representative | Page 13
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
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 (“Performance 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 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.
3.2.10.1 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, 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 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
City of Azusa RFP: Owners Representative | Page 14
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 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.
3.2.10.5 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, 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.
3.2.10.6 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
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
City of Azusa RFP: Owners Representative | Page 15
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.
3.2.11 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 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:
City of Azusa RFP: Owners Representative | Page 16
(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) W orkers’
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 th is
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.
3.2.11.3 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 of Azusa RFP: Owners Representative | Page 17
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).
(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.
City of Azusa RFP: Owners Representative | Page 18
(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.
3.2.11.5 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 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.
3.2.11.6 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.
3.2.11.7 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
City of Azusa RFP: Owners Representative | Page 19
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, ce rtified 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 injuries; and (C) adequate facilities for the proper inspection an d 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 of 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
City of Azusa RFP: Owners Representative | Page 20
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 “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 o f 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 Consultant’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.
City of Azusa RFP: Owners Representative | Page 21
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 t his 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
City of Azusa RFP: Owners Representative | Page 22
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 con sequence 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,
City of Azusa RFP: Owners Representative | Page 23
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 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.
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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 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, understandin gs 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
City of Azusa RFP: Owners Representative | Page 26
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.
[SIGNATURES ON NEXT PAGE]
City of Azusa RFP: Owners Representative | Page 27
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:
City of Azusa RFP: Owners Representative | Page 28
ATTACHMENT B
THE PROMENADE AT CITRUS
SITE PLAN
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ATTACHMENT C
THE PROMENADE AT CITRUS
RENDERINGS
City of Azusa RFP: Owners Representative | Page 30
ATTACHMENT D
THE PROMENADE AT CITRUS
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