HomeMy WebLinkAboutE-09 Staff Report - RFP Servicing HVAC SystemsCONSENT ITEM
E-9
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
VIA: TROY L. BUTZLAFF, ICMA-CM, CITY MANAGER
FROM: DANIEL BOBADILLA, P.E., DIRECTOR OF PUBLIC WORKS/CITY ENGINEER
DATE: MARCH 7, 2016
SUBJECT: AUTHORIZATION TO ISSUE A REQUEST FOR PROPOSALS FOR
MAINTENANCE, MONITORING, AND REPAIR OF CITY HVAC SYSTEMS
SUMMARY:
The City has been utilizing the services of Air-Ex for ongoing maintenance of City Heating, Ventilating,
and Air Conditioning (HVAC) systems through a blanket purchase order for approximately 20 years. In
order to be compliant with the City’s Procurement Policy, Staff has prepared a Request for Proposals
(RFP) for maintenance, monitoring and repair of City HVAC systems .
RECOMMENDATION:
Staff recommends that the City Council take the following action:
1) Authorize Staff to issue a Request for Proposals for maintenance, monitoring and repair of City
HVAC systems.
DISCUSSION:
The Public Works Facilities Division oversees the maintenance, repair, and replacement activities of
City HVAC Systems. For approximately 20 years, the ongoing maintenance and repair has been
completed by Air-Ex through the blanket purchase order process. Although the City has had no issues
with Air-Ex and the services they provide, the current Procurement Policy requires that a Request for
Proposals be issued to assure fair and competitive access to service opportunities by responsible
contractors. This approach also fosters public confidence in the integrity of the City’s purchasing
policies and procedures.
APPROVED
COUNCIL MEETING
3/7/16
Authorization to Issue a RFP for Maintenance, Monitoring and Repair of City HVAC Systems
March 7, 2016
Page 2
The RFP for maintenance, monitoring, and repair of City HVAC systems will include the following:
• Minimum monthly preventive maintenance requirements to be completed quarterly.
• Provision to establish a pool of qualified repair providers to facilitate timely repairs.
As part of this RFP, Staff is seeking a contractor who has direct experience on similar projects, a
respectable record performing municipal work, a solid understanding of the project’s scope, innovative
and proactive approach to the work, high qualifications of proposed staff, and sufficient resources to
perform the desired work in a responsive and timely manner.
FISCAL IMPACT:
There is no fiscal impact associated with the recommended action.
Prepared by: Reviewed and Approved:
Nikki Rosales Daniel Bobadilla, P.E.
Senior Management Analyst Director of Public Works/City Engineer
Reviewed and Approved: Reviewed and Approved:
Louie F. Lacasella Troy L. Butzlaff, ICMA-CM
Management Analyst City Manager
Attachment:
1. Request for Proposal
ATTACHMENT 1
REQUEST FOR PROPOSALS
FOR
MAINTENANCE, MONITORING, AND REPAIR
OF CITY
HVAC SYSTEMS
CITY OF AZUSA, CALIFORNIA
RELEASED ON MARCH 8, 2016
Submit Proposals to:
City Clerk’s Office
City of Azusa
213 E Foothill Blvd
Azusa, CA 91702
RE: Ongoing HVAC Maintenance
Questions about this RFP must be directed in writing, via e-mail to:
Nikki Rosales, Senior Management Analyst
nrosales@ci.azusa.ca.us
I. INTRODUCTION
OVERVIEW OF THE REQUEST FOR PROPOSALS
The City of Azusa (City) is requesting Proposals from qualified Contractors to provide a
comprehensive maintenance program for the routine maintenance required to keep mechanical
and HVAC systems in proper operating condition and extend individual component longevity
to its maximum useful life span.
This Request For Proposals is intended to select a single qualified contractor for the routine
maintenance and the possibility of selecting multiple contractors to perform repairs on an as-
needed basis.
Written questions regarding this RFP will be accepted up to 5:30 p.m. on March 29th, 2016.
Written responses will be provided to every Proposer attending the Mandatory Pre-Proposal
Conference. All communications regarding this RFP shall be directed exclusively to Nikki
Rosales, Senior Management Analyst at nrosales@ci.azusa.ca.us or (626) 812-5261.
The City will select a Contractor based on a combination of factors, such as: responsiveness and
comprehensiveness of the Proposer with respect to this RFP; technical background and
experience; previous work performed for other public agencies; information obtained from
references; and cost.
PROPOSAL ADMINISTRATION
The City of Azusa shall have the right to perform, and the Proposer must agree to cooperate
with, an investigation and review of the Proposer’s ability to perform the work required.
City reserves the right to reject or accept the entire Proposal, or parts of the Proposal, to issue
addenda to the RFP, to modify the RFP, or to withdraw the RFP. The City may request
clarification or additional information from the Proposer at any point in the RFP process.
Proposals must comply fully with the requirements detailed in this document. Required
supporting documentation should be included as attachments and should be appropriately
identified. Incomplete Proposals, Proposals containing errors or inconsistencies, failure to
submit the proper quantity of copies, or other process or content errors or deficiencies may
constitute cause for rejection.
Submission of a Proposal shall constitute acknowledgement and acceptance of all the terms and
conditions contained in this RFP unless exception to particular terms and conditions are
expressed in writing. Upon selection of its Proposal, in whole or in part, the Proposer is bound
to execute a contract for services. The terms of each proposal shall be firm for a period of one-
hundred eighty (180) days.
SCHEDULE
Date Activity
March 8, 2016 Request for Proposals available
March 17, 2016 @ 9 a.m. Mandatory Pre-Proposal Conference at 809 N. Angeleno, Azusa,
CA
March 28, 2016 Deadline for Question submittal
April 7, 2016 Proposal Submission
May 2, 2016 Recommendation to City Council
July 1, 2016 Start of services
These dates are tentative only, and subject to change by the City.
II. SCOPE OF SERVICES
The City is requesting Proposals that will fully describe proposed work plans for providing a
comprehensive maintenance program to accomplish all routine maintenance required to keep
mechanical and HVAC systems in proper operating condition and extend individual component
longevity to its maximum useful life span. The following four categories must be addressed
(minimum requirements described in Attachment 1):
1. Maintenance Schedule
Submittals shall include proposed and detailed monthly schedules for three fiscal years (July
1, 2016 – June 30, 2021).
2. Preventive Maintenance
Submittals shall clearly describe a comprehensive work plan that accomplishes all stated
goals and desired results described within the RFP including scheduled inspections of all
equipment listed in Attachment 2. The inspection program shall include full documentation
of the actual inspection, deficiencies identified, and any actions taken or scheduled as a result
of the preventive maintenance inspection.
3. Water Treatment
Submittals shall include a clear description of proposed treatment plan, preventive actions,
treatment methods, water analysis frequency, and safety practices. All water treatment
chemicals will be provided by contractor.
4. Air Filter Services
Submittals should be based on a quarterly schedule of filter media replacement. Any
deviation from this schedule will require a written amendment including any negotiated cost
adjustment.
General Specifications:
The Contractor shall guarantee all work for a period of six (6) months against failure as a result
of faulty equipment, workmanship, or materials. The Contractor shall repair any defects within
ten (10) days of notification by the City. Contractor shall provide methods for the City to contact
service personnel 24/7 and guarantee on-site response within 2-hours of receiving a call for
emergency service.
Term
The term of contract awarded shall be for a period of three (3) years from the date the contract is
attested to by the City Clerk. The City, at the City’s sole discretion, may extend the term of the
contract for two additional one-year extensions.
Compensation
Compensation will be in the form of an all-inclusive flat monthly rate for labor, all materials, and
equipment as required to meet the service specifications outlined in Categories 1 through 4
above. Compensation for repair and/or emergency services shall be based upon a time and
material rate as set forth in a schedule of fees attached to the cost proposal. Contractor shall
provide an hourly fee as part of this Proposal. No overtime rates shall be allowed unless
specifically requested. Contractor may bill City for all services rendered on a monthly basis.
III. PROPOSAL SUBMISSION AND EVALUATION
A. Acknowledgement of Amendments. Each Contractor receiving a proposal amendment
shall acknowledge receipt of said amendment by signing and returning the amendment
with their Proposal. Acknowledgements must be included with submitted proposals at
the time and place specified for receipt of Proposals.
B. Additional Information. Questions regarding this solicitation shall be submitted in
writing or emailed to:
Nikki Rosales, Senior Management Analyst
City of Azusa
213 E. Foothill Blvd.
Azusa, CA 91702
nrosales@ci.azusa.ca.us
Proposers are cautioned that any oral statements made that materially change any portion
of this solicitation are not valid unless subsequently ratified by a formal written
amendment to this RFP. No technical questions that may materially change any portion
of this solicitation will be accepted during the seven calendar days prior to the time and
date set for receipt of Proposals.
C. Applicable Laws Shall Apply. The contract awarded shall be governed in all respect by
the laws of the State of California, and any litigation with respect thereto shall be brought
in the courts of the State of California. The company awarded the contract shall comply
with applicable federal, state, and local laws and regulations.
Contractor or subcontractor shall be licensed within the State of California. No bid will
be accepted from or contract awarded to a contractor who is not licensed in accordance
with the law, who does not hold a license qualifying him to perform work under this
contract.
D. Proposal Submission. Submit three (3) bound copies, one (1) unbound copy, and a
digital copy of the complete Proposal in a sealed package. Included with the Proposal
should be the following:
Letter of transmittal, signed by an individual authorized to bind the proposing
Entity;
Detailed explanation of any exceptions to the attached sample contract;
General information about the Contractor (i.e. company type, company size,
location of office(s), years in business, organization chart, number of position
titles and staff);
List of references for comparable work performed;
Description of the services the Contractor proposes to provide;
Cost proposal;
State Contractor’s License Number.
E. Collusion. Each Proposer, by submitting a Proposal, certifies that it is not party to any
collusive action or any action that may be in violation of state and federal law.
F. Expenses Incurred. The City of Azusa accepts no responsibility for any expenses
incurred by a respondent in the preparation and presentation of a Proposal. Such
expenses shall be borne exclusively by the Proposer.
G. Nonconforming Terms and Conditions. Any Proposal that includes terms and
conditions that do not conform to the terms and conditions in this RFP is subject to
rejection as non-responsive. The City of Azusa reserves the right to permit the
respondent to withdraw non-conforming terms and conditions from its Proposal prior to
action by the Azusa City Council to award a contract.
H. Irregularities. The City of Azusa 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 Contractors; (d) request resubmissions from all Contractors; €
make partial, progressive or multiple awards; and (f) take any other action as permitted by
law and/or the City’s Procurement Ordinance.
I. City Withdrawal of Request for Proposal. The City of Azusa retains at all times the
right to cancel or withdraw this RFP, to refuse to accept a Proposal from any Proposer,
and to modify or amend Section II – Scope of Services.
J. Exceptions to the Proposed Terms and Conditions. Describe in detail any exceptions
to the RFP or the proposed terms and conditions described in the draft agreement
(Attachment 3). The City shall reserve the right to determine if the exception is
reasonable. The City reserves the right to reject, during the negotiation process, any
issues not identified in the Proposal.
The Proposals will be objectively evaluated based on, but not limited to, the following factors:
PROPOSER’S QUALIFICATIONS
• General Experience – Demonstrated experience providing similar services to other public
agencies. Experience of key personnel.
• Jurisdiction Satisfaction – Satisfaction of Proposer references with services received,
including but not limited to: implementation, customer service, billing, reporting, and the
handling of legal and labor issues.
TECHNICAL PROPOSAL
• Implementation Plan – Reasonableness of implementation schedule and ability to meet
deadlines (i.e., equipment procurement schedules, personnel available, back-up plan,
notice to customers).
• Operations – Reasonableness of assumptions.
• Other Services – Ability to provide other services as requested.
EXCEPTIONS TO THE TERMS AND CONDITIONS
• Exceptions to the RFP – Number and nature of the exceptions and effect upon the City’s
ability to evaluate the Proposal.
COSTS
• Costs – Reasonableness of costs. Rational relationship between costs and operational
assumptions.
PREDICTABILITY
• Operations – Ability to provide efficient and timely service for the term of the agreement.
All proposals will be initially reviewed to determine if they are responsive to all of the City’s
requirements. Those Proposals deemed non-responsive may be eliminated from consideration.
The City has the sole authority to select a Contractor for this project and reserves the right to
reject any and all Proposals. Proposals will be evaluated based on a combination of factors, such
as: cost; responsiveness and comprehensiveness of the Contractor’s Proposal; past experience
with similar projects; approach to this particular project; and information obtained from
references. Depending on the number of Proposals received, a limited number of contractors
may be invited for interviews. The City reserves the right to continue negotiations after
submission of the Proposals.
COST PROPOSAL
Contractor shall provide pricing that includes all tools, equipment, materials, supplies, fuel,
insurance and the performance of all labor, work or other operations required for the fulfillment
of the services identified in the RFP.
MONTHLY SERVICE FEE PER LOCATION:
LIBRARY $ X 12 = ANNUAL AMOUNT OF $
MUSEUM $ X 12 = ANNUAL AMOUNT OF $
SISTER CITY HOUSE $ X 12 = ANNUAL AMOUNT OF $
PUBLIC WORKS YARD $ X 12 = ANNUAL AMOUNT OF $
CITY HALL WEST WING $ X 12 = ANNUAL AMOUNT OF $
CITY HALL
(INCL. AUDITORIUM &
COUNCIL LOUNGE) $ X 12 = ANNUAL AMOUNT OF $
WOMAN’S CLUB $ X 12 = ANNUAL AMOUNT OF $
MEMORIAL PARK $ X 12 = ANNUAL AMOUNT OF $
NRC $ X 12 = ANNUAL AMOUNT OF $
POLICE DEPARTMENT $ X 12 = ANNUAL AMOUNT OF $
SENIOR CENTER $ X 12 = ANNUAL AMOUNT OF $
SLAUSON PARK $ X 12 = ANNUAL AMOUNT OF $
BOY SCOUT HOUSE $ X 12 = ANNUAL AMOUNT OF $
GATEWAY CENTER $ X 12 = ANNUAL AMOUNT OF $
TOTAL FOR MONTHLY SERVICE $
Compensation for repair and/or emergency services shall be based upon a time and
material rate as set forth in a schedule of fees attached to the cost proposal. Contractor
shall provide an hourly fee as part of this Proposal.
I hereby certify that I have the authority to offer this cost proposal to the City of Azusa for the
services identified in this RFP. I further certify that I have the authority to bind myself/this
company in an agreement should I be successful in my Proposal.
Name of Proposer’s Firm
Signature
Print Name
ATTACHMENT 1 MINIMUM SERVICE SPECIFICATIONS The following is to be completed quarterly: SYSTEM(S) OPERATIONAL ANALYSIS Travel and jobsite labor including vehicles and living expenses necessary to test existing operation and performance characteristics of the equipment. Inspections in the form of non-destructive testing, vibration and noise monitoring, chemical analysis, and routine visual inspections will be performed to ensure that the system(s) are in proper operating condition and to identify any potential system(s) failures. Visually inspect the following: -fan assemblies -belts & sheaves -motor mounts & vibration pads -electrical connections & contractors -heating & cooling coils -filter & media racks -sight glass condition -bearings -spray nozzles & pans -ignitor & flame assembly -heat exchangers -compressor sections -condensing sections -heating sections -humidifiers & strainers -seals & packaging -condensate drains & pans -flame composition -flue stack assembly Physically check and/or test the following: -lubrication requirements -oil sump, heaters & temperatures -starter operation -water flows -motor operating conditions -suction & discharge pressures -flow switch operation -control interlocks -damper operation -external interlocks -motor voltage & amperages -refrigerant charges -system(s) leaks -oil & fluid levels -pressure & temperatures -outside air intakes -refrigerant pump down -crankcase heaters PREDICTIVE & PREVENTIVE MAINTENANCE Travel and jobsite labor including vehicle and living expenses essential to ensure efficient operating conditions and extended equipment life. Preventive maintenance working in tandem with predictive maintenance is performed to detect early signs of deteriorating performance and to predict potential system(s) failures. These services diagnose and solve equipment problems
often before they occur. Preventive maintenance is performed on an ongoing basis and is scheduled with little or not equipment downtime with its primary objective aimed at system(s) durability, reliability, efficiency, and safety. Calibration: -temperature controls -operating & safety controls -humidity & pressure controls -transmitter & receiver gauges -economizer controls Adjustment: -purge system(s) -superheat -damper & valve linkages -unloaders -belt tensions; replace annually -fan rpm’s -chemical feed equipment -gas pressure regulators -combustion air ratios -set points -ignitor & flame rod assembly -sump floats Alignment: -belt sheaves -pulleys -coil fins -belt drives Vibration: -damper linkages -fan bearings -axial vane drives -pumps -motors Secure and Tighten: -motor terminals -control terminals -piping clamps -line fittings -mounting hardware -electrical connections -equipment panels -motor mounts -vibration pad nuts & bolts -damper sections Cleaning: -control devices -electrical contactors -condenser coils (with water) -evaporator coils (as required) -fan blades & impellers -pilot & burner orifices -ignitors -condensate pans -tower basins -sumps & floats
-baffles & fill -nozzles & passages -equipment areas -burner orifices -replacement of disposable filters (supplied by City) Painting and Surface Preparation: -as required, to help prevent corrosion and deterioration of exterior equipment surfaces PROGRAM ADMINISTRATION Administer, monitor and update all aspects of the service provided under the agreement. A complete set of documents will be generated, including computerized maintenance task schedules, inventory records, and all other documentation required for establishing operating trends and further corrective measures. Detailed Service and/or Maintenance Reports will be left with Customer after every service visit. Will act on Customer’s behalf to provide any documentation the EPA may require regarding compliance with the Clean Air Act.
ATTACHMENT 2 EQUIPMENT LIST Library – 729 N. Dalton Description Model Number Location Air handler – 20 ton
Storage Room
Air handler
Carrier/40RR-008-0502B Storage Room Boiler
RayPak/H3-0502B Storage Room
Condenser – 20 ton
Carrier/38AK500128
West Side Roof
Condenser
Carrier West Side Roof
Package Unit/Gas – 5 ton Carrier/48HJL006-541 S/W Roof Condenser – 5 ton Trane/YHC060A3RLA Cartridge A/H – 3 ton Carrier/40QNC036-3 N/E Inside Cartridge A/H – 3 ton Carrier/40QNC036-3 Reference Area Cartridge A/H – 3 ton Carrier/40QNC036-3 S/E Inside Cartridge A/H – 5 ton Carrier/40QAC036311 N/E Adult Area Cartridge A/H – 3 ton Carrier/40QACO36311 S/E Adult Area Cartridge A/H – 3 ton Carrier/40QAC036311 S/W Kids Area Cartridge A/H – 3 ton Carrier/40AC036311 Center Area Museum/Durrell House – 740 N. Alameda Description Model Number Location Condenser - 2.5 ton Tempstar/CA3060VKA2 N/W Side Air Handler/Gas – 2.5 ton
Tempstar/NHGI100KK03 Inside Closet
Sister City House – 795 N. Dalton Avenue Description Model Number Location Package HP – 2.5 ton
Tempstar/PHD430000K00E Roof
Public Works – 809 N. Angeleno Description Model Number Location Package HP – 4 ton
Carrier/50JX-048-031 Streets/Transportation Roof
Condenser HP – 5 ton
Payne/PH13NR060-H Admin Roof
Air Handler – 5 ton
Radco/617ANA060-A Indoor
Package HP – 2 ton
Carrier/50JX-024-301 Engineering/Inspector Roof
Package HP – 2 ton
Carrier/50JX-024-301 Garage/Rosedale Roof
City Hall West Wing – 213 E. Foothill Blvd. Description Model Number Location Condenser HP – 3 ton
Carrier/38BYC036340 Human Resources/South Side
Air Handler – 3 ton
Human Resources Conf Room
Condenser HP – 4 ton
Carrier/38YCC048-341 Engineering South Side
Air Handler – 3 ton
Engineering Area
Condenser HP – 3 ton
Rheem/RPKA-036JAZ Building and Permit Patio
Air Handler – 3 ton
Front Desk
Condenser HP – 2 ton
Carrier/38BY024340 Building and Permit Patio
Air Handler – 2 ton
Building and Permit Insp Area
Condenser HP – 3 ton Carrier/38BYC036340 Development Area Patio Air Handler – 3 ton Development
Package HP – 4 ton
Carrier/50JX-048-301 Conference Room North
Condenser HP – 2 ton Carrier/38BYC036340 Code Enforcement/IT North Side Air Handler – 2 ton
IT Area
Condenser HP – 3 ton Carrier/38BYC036340 Code Enforcement/IT North Side Air Handler – 3 ton IT Area City Hall Building/Auditorium/Council Lounge – 213 E. Foothill Blvd. Description Model Number Location Condenser – 1.5 ton
Sanyo/CH1822 Council Lounge West Side
Air Handler M/S – 1.5 ton
Sanyo/KHS1822 Council Lounge
Condenser – 5 ton Carrier/38BRC060340 Auditorium East Side Condenser – 5 ton Rheem/RAKA-060JA2 Auditorium East Side Air Handler – 5 ton Carrier/FB4ANF06000 Auditorium Air Handler – 5 ton
G.E./RGWF960CiC02 Auditorium
Condenser – 2 ton Carrier/38BRC024310 City Hall East Side Air Handler – 2 ton
Data Air Inc City Hall IT Room
Condenser – 3 ton
Carrier/38BRC0360330 City Hall East Side
Air Handler – 3 ton
Carrier/FB4ANF036000AFAA City Hall Downstairs Hallway
Package HP – 2.5 ton
Carrier/50JX-030-301 City Hall Roof
Package Unit – 15 ton
Carrier/50DY030 City Hall Roof
Duct Heaters
12 each City Hall 1st and 2nd floor ceilings
Woman’s Club – 1003 N. Azusa Avenue Description Model Number Location Package/gas – 5 ton Carrier/48GSN060090301 Roof Package/gas – 5 ton Carrier/48GSN060090301 Roof Package/gas – 4 ton Carrier/48GSN048090301 Roof Package/gas – 4 ton Carrier/48GSN048090301 Roof Memorial Park – 320 N. Orange Place Description Model Number Location Package/gas – 3 ton
Rheem/RRKA-A036JK-06X West Roof
Package/gas – 2 ton
Carrier/48GYXN024040311 West Roof
Package/gas – 5 ton
Carrier/48GXN060090301 West Roof
Package HP – 3 ton
Carrier/50JX036301 West Roof
Package/gas – 3.5 ton
Carrier/48GXN042060301 S/W Roof
Package/gas – 2.5 ton
Carrier/48GXN0300040301 S/W Roof
Package HP – 3 ton
Carrier/50JX036301 S/W Roof
Condenser HP – 3 ton
Carrier/24ABR360A0035010 S/E Roof
Condenser HP – 3 ton
Carrier/24ABR360A0035010 S/E Roof
Air Handler – 3 ton
Carrier/HB64040 Boiler Room
Package/gas – 2 ton
York/SA24G08066 N/W Roof
Package/gas – 2 ton
York/SA24G08066 N/W Roof
Package/gas – 3 ton
York SA36G08066 N/E Roof
Condenser HP – 3 ton
Carrier/24ABR360A350 N/E Roof
Condenser HP – 3 ton
Carrier/24ABR360A350 N/E Roof
Air Handler – 3 ton
Magicaire/HBB40-4D N/E Gym Loft
NRC – 340 N. Orange Place Description Model Number Location Cartridge A/H – 2 ton
Carrier/38HDF0243 East Side
Cartridge A/H – 1 ton
Carrier/38MVC012301 East Side
Cartridge A/H – 2.5 ton Carrier/38HDF0303 East Side Package/HP – 5 ton Carrier/50HCA06A2AfAOAOAO North Side Cartridge A/H – 2 ton Carrier 38HDF0243 North Side Package HP – 5 ton Carrier/50HCA06A2A5AOAOAO North Side Package HP – 5 ton
Carrier/50HCA06A2A5AOAOAO North Side
Package HP – 5 ton
Carrier/50HCA06A2A5AOAOAO North Side
Cartridge A/H – 2 ton
Carrier/38HDF0243 North Side
Police Department – 725 N. Alameda Description Model Number Location Package/gas – 5 ton
ICP/PGD336060H00 South Side Roof
Condenser – 3 ton McQuay/RCS12F150C South Side Roof Package HP – 7.5 ton Carrier/50TC9008AZ5A South Side Roof Package HWH – 23 ton
Seasons 4/6MSE23-0232 South Side Roof
Air Handler – 3 ton
Scotts/HQ3OAHU35OOH30 South Side Roof
Package HP – 7.5 ton
Carrier/50TCQD08A2A5 North Side Roof
Package HP – 5 Ton
Carrier/50TCQA06A2A5 North Side Roof
Package HP – 5 ton
Carrier/50TCQA06A2A5 North Side Roof
Package HP – 3 ton
Carrier/50TCQA04A2A5 North Side Roof
Package HP – 4 ton
Carrier/50TCQA05A3A5 North Side Roof
Package HP – 4 ton
Carrier/50TCQA05A3A5 North Side Roof
Package HP – 5 ton
Carrier/50TCQA06A2A5 North Side Roof
Package HP – 4 ton
Carrier/50TCQA05A3A5 North Side Roof
Condenser – 2 ton
Mitsubishi/MUY-GA24NA North Side Roof
Package – 2 ton
Carrier/48GSN0240301 North Side Roof
Air Handler/MS – 2 ton
Mitsubishi/MSY-GA24NA IT Room
Air Handler – 1.5 ton
Carrier/FX4CNF018 Basement IT
Condenser – 1.5 ton
Puron/24ABB318W320 Basement Pit
Air Handler – 3 ton
McAvay/LML108EH Basement
Boiler
RayPak/H30502B Basement
Package HP – 3 ton Rheem/RPND0360 South Side Roof Senior Center – 740 N. Dalton Description Model Number Location Air Handler – 3.5 ton Carrier/FB4ANF042 Dining Room Attic Air Handler – 7.5 ton Carrier/40RMQ008-B611HC Dining Room Attic
Air Handler ADP/AM600CT Dining Room Attic Air Handler – 7.5 ton Carrier/40RMQ008-B611HC Dining Room Attic Air Handler – 7.5 ton Carrier/40RMQ008-B611HC Dining Room Attic Condenser HP – 2 ton Carrier/38BYC024340 South Roof Condenser HP – 2 ton Carrier/38BYC024340
South Roof
Condenser HP – 2 ton
Carrier/38BYC024340
South Roof
Condenser HP – 2 ton Carrier/38BYC024340
South Roof
Condenser HP – 5 ton Rheem/RPKA-061JA2 South Roof Condenser HP – 2 ton Carrier/38BYC024340
South Roof
Condenser HP – 5 ton
Rheem/RPKA-061JA2 South Roof
Condenser HP – 10 ton Carrier/38AQS012530 South Roof W/I Refrigerator Unit Modern East Side W/I Freezer Unit Modern East Side Condenser HP – 3.5 ton Carrier/38BYC042330 East Side Condenser HP – 7.5 ton Carrier/38ARQ008-501 East Side Condenser HP – 7.5 ton Carrier/38ARQ008-501 East Side Condenser HP – 7.5 ton Carrier/38ARQ008-501 East Side Air Handler – 2 ton Carrier/FB4ANF024 Closet Attic Air Handler – 10 ton Carrier/40RMQ012-B611HC Closet Attic Air Handler – 2 ton Carrier/FB4ANF024 Closet Attic
Air Handler – 2 ton Carrier/FB4ANF024 Closet Attic Air Handler – 2 ton Carrier/FB4ANF024 Closet Attic Air Handler – 2 ton Carrier/FB4ANF024 Closet Attic Air Handler – 5 ton Rheem/RHQA-2000-B Closet Attic Air Handler – 2.5 ton Carrier/FB4ANF030
Closet Attic
Air Handler – 2.5 ton Carrier/FB4ANF030 Closet Attic Condenser HP/2.5 ton Carrier/38BYC030340 N/E Corner Condenser HP/2.5 ton
Carrier/38BYC030340 N/E Corner Slauson Pool – 501 E. 5th Description Model Number Location Condenser – 3.5 ton York/E1F8042S06A Condenser EMI
Air Handler – 3.5 ton York/NZAHD14A06C Office Attic Air Handler EMI/TBH12D0600AOAOB Equipment Shed Scout House – 1320 Old San Gabriel Canyon Rd. Description Model Number Location Package Gas – 3 ton Carrier/585HJ036060 Roof Gateway Center – 1950 N. San Gabriel Canyon Road Description Model Number Location Condenser HP – 3 ton Carrier/25HBA360A300 East Side Air Handler – 3 ton North Side Equipment Room
ATTACHMENT 3
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, 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 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 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 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 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:
(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.
3.2.11.3 Professional Liability. [INCLUDE THIS SUBSECTION
ONLY IF APPLICABLE - DELETE OTHERWISE] Consultant shall procure and maintain, and
require its sub-consultants to procure and maintain, for a period of five (5) years following
completion of the Project, errors and omissions liability insurance appropriate to their profession.
Such insurance shall be in an amount not less than [CONTACT RISK MANAGEMENT TO CONFIRM
AMOUNT; TYPICAL MINIMUM IS $1 MILLION, BUT AMOUNT OF INSURANCE REQUIRED DEPENDS ON
NATURE OF CONTRACT AND RISK TO CITY]$1,000,000 per claim, and shall be endorsed to include
contractual liability. Defense costs shall be paid in addition to limits.
3.2.11.4 Insurance Endorsements. The insurance policies shall
contain the following provisions, or Consultant shall provide endorsements on forms supplied or
approved by the City to add the following provisions to the insurance policies:
(A) General Liability. The general liability policy shall include
or be endorsed (amended) to state that: (1) using ISO CG forms 20 10 and 20 37, or
endorsements providing the exact same coverage, the City of Azusa, its directors, officials,
officers, employees, agents and volunteers shall be covered as additional insured with respect to
the Services or ongoing and complete operations performed by or on behalf of the Consultant,
including materials, parts or equipment furnished in connection with such work; and (2) using
ISO form 20 01, or endorsements providing the exact same coverage, the insurance coverage
shall be primary insurance as respects the City, its directors, officials, officers, employees, agents
and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the
Consultant’s scheduled underlying coverage. Any excess insurance shall contain a provision that
such coverage shall also apply on a primary and noncontributory basis for the benefit of the City,
before the City’s own primary insurance or self-insurance shall be called upon to protect it as a
named insured. Any insurance or self-insurance maintained by the City, its directors, officials,
officers, employees, agents and volunteers shall be excess of the Consultant’s insurance and shall
not be called upon to contribute with it in any way. Notwithstanding the minimum limits set
forth in Section 3.2.11.2(B), any available insurance proceeds in excess of the specified
minimum limits of coverage shall be available to the parties required to be named as additional
insureds pursuant to this Section 3.2.11.4(A).
(B) Automobile Liability. The automobile liability policy shall
include or be endorsed (amended) to state that: (1) the City, its directors, officials, officers,
employees, agents and volunteers shall be covered as additional insureds with respect to the
ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or
borrowed by the Consultant or for which the Consultant is responsible; and (2) the insurance
coverage shall be primary insurance as respects the City, its directors, officials, officers,
employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage
excess of the Consultant’s scheduled underlying coverage. Any insurance or self-insurance
maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be
excess of the Consultant’s insurance and shall not be called upon to contribute with it in any
way. Notwithstanding the minimum limits set forth in Section 3.2.11.2(B), any available
insurance proceeds in excess of the specified minimum limits of coverage shall be available to
the parties required to be named as additional insureds pursuant to this Section 3.2.11.4(B).
(C) Workers’ Compensation and Employers’ Liability
Coverage. The insurer shall agree to waive all rights of subrogation against the City, its directors,
officials, officers, employees, agents and volunteers for losses paid under the terms of the
insurance policy which arise from work performed by the Consultant.
(D) All Coverages. Each insurance policy required by this
Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided, reduced
or canceled except after thirty (30) days (10 days for nonpayment of premium) prior written
notice by certified mail, return receipt requested, has been given to the City; and (B) any failure
to comply with reporting or other provisions of the policies, including breaches of warranties,
shall not affect coverage provided to the City, its directors, officials, officers, 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 person authorized by that insurer to bind coverage on its
behalf, and shall be on forms provided by the City if requested. All certificates and
endorsements must be received and approved by the City before work commences. The City
reserves the right to require complete, certified copies of all required insurance policies, at any
time.
3.2.11.9 Reporting of Claims. Consultant shall report to the City, in
addition to Consultant’s insurer, any and all insurance claims submitted by Consultant in
connection with the Services under this Agreement.
3.2.12 Safety. Consultant shall execute and maintain its work so as to avoid
injury or damage to any person or property. In carrying out its Services, the Consultant shall at
all times be in compliance with all applicable local, state and federal laws, rules and regulations,
and shall exercise all necessary precautions for the safety of employees appropriate to the nature
of the work and the conditions under which the work is to be performed. Safety precautions as
applicable shall include, but shall not be limited to: (A) adequate life protection and life saving
equipment and procedures; (B) instructions in accident prevention for all employees and
subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks,
confined space procedures, trenching and shoring, equipment and other safety devices,
equipment and wearing apparel as are necessary or lawfully required to prevent accidents or
injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety
measures.
3.2.13 Accounting Records. Consultant shall maintain complete and accurate
records with respect to all costs and expenses incurred under this Agreement. All such records
shall be clearly identifiable. Consultant shall allow a representative of City during normal
business hours to examine, audit, and make transcripts or copies of such records and any other
documents created pursuant to this Agreement. Consultant shall allow inspection of all work,
data, documents, proceedings, and activities related to the Agreement for a period 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 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 of the prevailing rates of per diem wages in
effect at the commencement of this Agreement. Consultant shall make copies of the prevailing
rates of per diem wages for each craft, classification or type of worker needed to execute the
Services available to interested parties upon request, and shall post copies at the 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.
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.
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.
3.6 General Provisions.
3.6.1 Delivery of Notices. All notices permitted or required under this
Agreement shall be given to the respective parties at the following address, or at such other
address as the respective parties may provide in writing for this purpose:
Consultant:
[***INSERT NAME, ADDRESS & CONTACT PERSON***]
City:
City of Azusa
213 E. Foothill Blvd.
Azusa, CA 91702
Attn: [***INSERT NAME & DEPARTMENT***]
Such notice shall be deemed made when personally delivered or when mailed,
forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to
the party at its applicable address. Actual notice shall be deemed adequate notice on the date
actual notice occurred, regardless of the method of service.
3.6.2 Indemnification.
3.6.2.1 Scope of Indemnity. To the fullest extent permitted by law,
Consultant shall defend, indemnify and hold the City, its directors, officials, officers, employees,
volunteers and agents free and harmless from any and all claims, demands, causes of action,
costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or
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.
3.6.5 City’s Right to Employ Other Consultants. City reserves right to employ
other consultants in connection with this Project.
3.6.6 Successors and Assigns. This Agreement shall be binding on the
successors and assigns of the parties.
3.6.7 Assignment or Transfer. Consultant shall not assign, hypothecate, or
transfer, either directly or by operation of law, this Agreement or any interest herein without the
prior written consent of the City. Any attempt to do so shall be null and void, and any assignees,
hypothecates or transferees shall acquire no right or interest by reason of such attempted
assignment, hypothecation or transfer.
3.6.8 Construction; References; Captions. Since the Parties or their agents have
participated fully in the preparation of this Agreement, the language of this Agreement shall be
construed simply, according to its fair meaning, and not strictly for or against any Party. Any
term referencing time, days or period for performance shall be deemed calendar days and not
work days. All references to Consultant include all personnel, employees, agents, and
subcontractors of Consultant, except as otherwise specified in this Agreement. All references to
City include its elected officials, officers, employees, agents, and volunteers except as otherwise
specified in this Agreement. The captions of the various articles and paragraphs are for
convenience and ease of reference only, and do not define, limit, augment, or describe the scope,
content, or intent of this Agreement.
3.6.9 Amendment; Modification. No supplement, modification, or amendment
of this Agreement shall be binding unless executed in writing and signed by both Parties.
3.6.10 Waiver. No waiver of any default shall constitute a waiver of any other
default or breach, whether of the same or other covenant or condition. No waiver, benefit,
privilege, or service voluntarily given or performed by a Party shall give the other Party any
contractual rights by custom, estoppel, or otherwise.
3.6.11 No Third Party Beneficiaries. Except to the extent expressly provided for
in Section 3.6.7, there are no intended third party beneficiaries of any right or obligation assumed
by the Parties.
3.6.12 Invalidity; Severability. If any portion of this Agreement is declared
invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions shall continue in full force and effect.
3.6.13 Prohibited Interests. Consultant maintains and warrants that it has not
employed nor retained any company or person, other than a bona fide employee working solely
for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not
paid nor has it agreed to pay any company or person, other than a bona fide employee working
solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration
contingent upon or resulting from the award or making of this Agreement. Consultant further
agrees to file, or shall cause its employees or subconsultants to file, a Statement of Economic
Interest with the City’s Filing Officer as required under state law in the performance of the
Services. For breach or violation of this warranty, City shall have the right to rescind this
Agreement without liability. For the term of this Agreement, no member, officer or employee of
City, during the term of his or her service with City, shall have any direct interest in this
Agreement, or obtain any present or anticipated material benefit arising therefrom.
3.6.14 Cooperation; Further Acts. The Parties shall fully cooperate with one
another, and shall take any additional acts or sign any additional documents as may be necessary,
appropriate or convenient to attain the purposes of this Agreement.
3.6.15 Attorney’s Fees. If either party commences an action against the other
party, either legal, administrative or otherwise, arising out of or in connection with this
Agreement, the prevailing party in such litigation shall be entitled to have and recover from the
losing party reasonable attorney’s fees and all other costs of such action.
3.6.16 Authority to Enter Agreement. Consultant has all requisite power and
authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party
warrants that the individuals who have signed this Agreement have the legal power, right, and
authority to make this Agreement and bind each respective Party.
3.6.17 Counterparts. This Agreement may be signed in counterparts, each of
which shall constitute an original.
3.6.18 Entire Agreement. This Agreement contains the entire Agreement of the
parties with respect to the subject matter hereof, and supersedes all prior negotiations,
understandings or agreements. This Agreement may only be modified by a writing signed by
both parties.
3.6.19 Federal Provisions. [***INCLUDE THIS SECTION ONLY IF
APPLICABLE; DELETE OTHERWISE. IF APPLICABLE, YOU MAY ALSO NEED TO
INCLUDE SOME INFORMATION IN THE RFP. CONSULT THE CITY ATTORNEY IF
NECESSARY***] When funding for the Services is provided, in whole or in part, by an agency
of the federal government, Consultant shall also fully and adequately comply with the provisions
included in Exhibit “D” (Federal Requirements) attached hereto and incorporated herein by
reference (“Federal Requirements”). With respect to any conflict between such Federal
Requirements and the terms of this Agreement and/or the provisions of state law, the more
stringent requirement shall control.
[SIGNATURES ON NEXT PAGE]
CITY OF AZUSA [INSERT NAME OF CONSULTANT]
By: By:
City Manager [Up to $10,000]
OR Mayor [OVER $10,000]
Name:
Attest:
Title:
City Clerk
[If Corporation, TWO SIGNATURES,
President OR Vice President AND
Secretary, AND CORPORATE SEAL OF
CONTRACTOR REQUIRED]
Approved as to Form:
Best Best & Krieger LLP By:
Name:
City Attorney
Title:
A-1
8513273_1
EXHIBIT “A”
SCOPE OF SERVICES
[INSERT SCOPE]
B-1
8513273_1
EXHIBIT “B”
SCHEDULE OF SERVICES
[INSERT SCHEDULE]
EXHIBIT “C”
COMPENSATION
[INSERT RATES & AUTHORIZED REIMBURSABLE EXPENSES]
[***INCLUDE THIS EXHIBIT (AND CORRESPONDING AGREEMENT PROVISION)
ONLY IF APPLICABLE; DELETE OTHERWISE. IF APPLICABLE, YOU MAY ALSO
NEED TO INCLUDE SOME INFORMATION IN THE RFP. CONSULT THE CITY
ATTORNEY IF NECESSARY***]
EXHIBIT “D”
FEDERAL REQUIREMENTS
[***INSERT ALL FORMS, PROVISIONS AND OTHER REQUIREMENTS
OF THE FEDERAL FUNDING SOURCE***]