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HomeMy WebLinkAboutE-11 Staff Report - Facilities Condition Assessment RFPCONSENT ITEM E-11 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: FEBRUARY 1, 2016 SUBJECT: AUTHORIZATION TO ISSUE A REQUEST FOR PROPOSALS FOR PREPARATION OF A FACILITIES CONDITION ASSESSMENT SUMMARY: The City currently owns and maintains 20 public buildings and facilities at various locations throughout the community. The ongoing and future maintenance needs of these facilities vary based on their age and condition. Since incorporation, the City has completed various renovations, repairs, and maintenance activities on an as needed basis. Completion of a facilities condition assessment would provide Staff with the information to plan the City’s future financial obligations, meet the maintenance and repair requirements, and establish a basis for a systematic preventive maintenance approach to extend the useful life of City facilities. This action approves a Request for Proposals for the preparation of a facilities condition assessment of all public buildings and facilities. RECOMMENDATION: Staff recommends that the City Council take the following action: 1) Authorize Staff to issue a Request for Proposals to conduct a facilities condition assessment. DISCUSSION: The City owns and is responsible for maintaining 20 public buildings and facilities at various locations throughout the City. These buildings and facilities range in age and level of wear and tear. A facility condition assessment will compile a comprehensive inventory of specified City buildings to analyze their expected useful life and projected replacement costs. APPROVED COUNCIL MEETING 02/01/2016 Authorization to Issue a RFP for Preparation of a Facilities Condition Assessment February 1, 2016 Page 2 The facilities condition assessment will include the following: • Establish a list of maintenance and repair priorities and incorporate said list into a short-term and long-term maintenance and repair schedule. • Analyze budget implications based in part on a facility life-cycle cost analysis. • Develop a protocol for on-going monitoring of facility conditions, work performed and records information for City facilities. • Identify a range of funding options and potential revenue sources for these facilities. • Perform an analysis of long-term budget implications. • Develop an on-going monitoring program to track facility conditions, work performed and records information in an appropriate database. As part of this Request for Proposals, Staff is seeking a consultant who has direct experience on similar projects, record performing municipal work, understanding of the project’s scope, approach to the work, qualifications of proposed staff, and scheduling of project activities. 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 Proposals ATTACHMENT 1 REQUEST FOR PROPOSALS FOR FACILITIES CONDITION ASSESSMENT FOR THE CITY OF AZUSA, CALIFORNIA RELEASED ON FEBRUARY 2, 2016 Submit Proposals to: City Clerk’s Office City of Azusa 213 E Foothill Blvd Azusa, CA 91702 RE: Facilities Condition Assessment Questions about this RFP shall be directed in writing, via e-mail to: Nikki Rosales, Senior Management Analyst nrosales@ci.azusa.ca.us FACILITIES CONDITION ASSESSMENT REQUEST FOR PROPOSALS (RFP) I. INTRODUCTION The City of Azusa is requesting proposals from qualified firms (Consultant) to conduct a comprehensive review of the maintenance and repair (M&R) needs of City-owned capital facilities in order to prepare a facilities condition assessment. The City’s primary objectives are to: • Establish a list of M&R priorities and incorporate said list into a short-term and long- term M&R schedule; • Analyze budget implications based in part on a facility life-cycle cost analysis; • Identify a range of funding options and potential revenue sources for these facilities; and • Develop a protocol for on-going monitoring of facility conditions, work performed and records information for City facilities. The City recognizes that a number of key steps and components are needed to implement an effective facilities management program: • An assessment of the condition of facilities to establish meaningful baseline data through a detailed, structural investigative process; • Estimates of short and long term (20 years) maintenance needs and a schedule of work using the data obtained from the field and conditions assessment; • An analysis of long-term budget implications and financing options; and • Development of an on-going monitoring program to track facility conditions, work performed and records information in an appropriate database. The selected Consultant shall present the conglomeration of the above items in concert with the aforementioned objectives as a long-range facilities maintenance plan. II. BACKGROUND The City of Azusa was incorporated in 1898. As of the 2010 Census, its population was approximately 46,361 people, with 27,565 registered voters. Azusa is located in Los Angeles County, and is approximately 25 miles east of Los Angeles. Since its incorporation, the City has acquired and constructed various buildings throughout the City. The capital facilities to be included in this study include the following: Facility List Civic Center Complex (includes City Hall, West Wing, Auditorium, Veteran’s Freedom Park) 213 E. Foothill Boulevard, Azusa, CA 91702 Library 729 N. Dalton Avenue Senior Center 740 N. Dalton Avenue Barnes House 795 N. Dalton Avenue Durrell House 740 N. Alameda Avenue Police Department 725 N. Alameda Avenue Woman’s Club 1003 N. Azusa Avenue Public Works Yard 809 N. Angeleno Boy Scout House 1329 San Gabriel Boulevard Forest Gateway Center 1950 N. San Gabriel Canyon Road Alisal Park (includes restrooms, shelters) 661 E. Boxwood Lane Arroyo Park (includes gazebos, restrooms) 1202 N. MacNeil Drive Gladstone Park (includes restrooms, recreation center, shelters, clubhouse) 414 S. Pasadena Avenue Northside Park (includes restrooms, concessions, shelters) 600 block of West 11th Street Pioneer Park (includes restrooms, bridge shelter, gazebo) 1360 N. Dalton Avenue Memorial Park (includes administration building, recreation center, restrooms, concessions, shelters) 320 N. Orange Place Rancho Park (includes restrooms and shelter) 1357 MacNeil Drive Zacatecas Park (includes restrooms, shelters, concessions) 924 W. 1st Street North Recreation Center 340 N. Orange Place Slauson Park (includes Pool, Aquatic Center, shelters, restrooms) 501 E. 5th Street Civic Center Complex, 213 E. Foothill Blvd. The Civic Center Complex is located between Alameda Avenue and Dalton Avenue. It includes City Hall, City Hall – West Wing, The Auditorium, and Veteran’s Freedom Park. City Hall is approximately 6,632 square feet and was built in 1975. The Auditorium is 4,574 square feet and was built in 1928. City Hall – West Wing is approximately 9,282 square feet and was also built in 1928. Veteran’s Freedom Park is 7 acres and includes a gazebo, restrooms and picnic shelters. Library, 729 N. Dalton Avenue The Library is located on Dalton Avenue, north of Foothill Boulevard. It is adjacent to The Auditorium and adjacent to Veteran’s Freedom Park. It was built in 1959 and is approximately 18,500 square feet. The Library includes its own auditorium. Senior Center, 740 N. Dalton Avenue The Senior Center is located across the street from the Library on Dalton Avenue. It is approximately 13,488 square feet and was built in 1987. Barnes House, 795 N. Dalton Avenue The Barnes House, also known as The Sister City House, is the first home built after the incorporation of the City. It was built in another location in 1898 and moved to its current location in 1987. It is 786 square feet and is leased space. Durrell House, 740 N. Alameda Avenue The Durrell House, which is the home of The Museum, was built in 1923 in another location. It also was moved to its current location in 1987. It is 3,695 square feet. Police Department, 725 N. Alameda Avenue The Police Department is approximately 28,559 square feet. Additionally, there is a 2,737 square foot carport/weight room and another 2,691 square foot car shelter. This entire facility was built in 1999. Woman’s Club, 1003 N. Azusa Avenue The Woman’s Club was built in 1928. It is approximately 7,950 square feet and is used for meetings and rented for special events. Public Works Yard, 809 N. Angeleno Avenue The Public Works Yard consists of several buildings and a carport. The Administration building is 2,780 square feet. The building directly north of the Administration building, which houses Transportation and Streets, is 6,678 square feet. The building on the south end of the property houses Central Stores, the Maintenance Garage and storage and is 8,602 square feet. All of these buildings were built in 1965. A 4,253 square foot carport is in the center of the property. The carport was built in 1972. There is an electric substation within the Public Works Yard that will not be included in this assessment. Scout House, 1329 San Gabriel Boulevard This building is 4,091 square feet and was built in 1969. It is used by the Police Department for training, etc. Forest Gateway Center, 1950 N. San Gabriel Canyon Road This visitor center was constructed in 2008 and is 1,386 square feet. This is the ranger entrance to the canyon. Alisal Park, 661 E. Boxwood Lane This park is 1.6 acres and .5 turf acres. It is part of the new Rosedale Community and was constructed in 2012. It has 2 gazebos and restroom facilities. Arroyo Park Also part of the Rosedale Community, this park has 2 gazebos. Rancho Park, 1357 MacNeil Drive This park is 1 acre and .125 turf acres. It is also part of the Rosedale Community and was built in 2008. It has restrooms and a canopy. Gladstone Park, 414 S. Pasadena Avenue This park is 4.6 acres and 3.41 turf acres. It has restrooms, a recreation center, three canopies and a clubhouse. With the exception of the clubhouse, everything was installed/built in 1968. The clubhouse was built in 2006. Northside Park, 600 block of West 11th Street This park, which is 15.09 acres and 13.05 turf acres, has restrooms, concessions and 5 canopies. The restrooms were built in 1968; the concessions was built in 1968; and, the canopies were installed in 1975. Pioneer Park, 1360 N. Dalton Avenue Consisting of 4.1 acres and 3.5 turf acres, this park has restrooms and a shelter over the bridge. The restrooms were constructed in 2004 and the shelter was constructed in 1970. Memorial Park, 320 N. Orange Place An administrative building/recreation center, restrooms, concessions and 7 canopies are located on this property. The administrative building/recreation center is 20,639 square feet and was built in 1956. The restrooms were built in 2004 and the concessions (including additional restrooms) was built in 1970. The 7 canopies were installed in 2001. The park is 13.4 acres and 6.8 turf acres. A scorekeeper and a skate park are also located here but will not be part of this assessment. Zacatecas Park, 924 W. 2nd Street This park is 7 acres and 5.58 turf acres. It consists of restrooms, a canteen, and several canopies. The restrooms were built in 1965 and the canteen was built in 1975. The canopies were all installed on different dates. A scorekeeper and a par course seating wall are also located on this property; however, they will not be a part of this assessment. North Recreation Center, 340 N. Orange Place This building is 10,664 square feet and was built in 1949. The City of Azusa is currently leasing the property with intentions of purchasing in the near future. Because of the plan to acquire the building/property, this should be included in the assessment. Slauson Park/Aquatic Center, 501 E. 5th Street This park is 5.5 acres and 2.6 turf acres. It houses 5 canopies, an aquatic center, recreation center with restrooms, and 3 aquatics canopies. The canopies were installed in 2000. The aquatic center was constructed in 1994 and is 4,398 square feet. The recreation center with restrooms was constructed in 1960 and is 741 square feet. The 3 aquatics canopies were installed in 2000. A splash pad is located on this property however is not to be included in this assessment. III. SCOPE OF WORK The City of Azusa would like to retain the services of a multi-disciplinary consultant firm, or firms working in partnership, to carry out a comprehensive facilities reserve study, otherwise known as a long-term facility maintenance plan, covering the next 20 year period, after conducting the necessary analysis of City-owned facilities. Specific components of the study and tasks necessary to complete it are listed below. However, it should be emphasized that this list is by no means comprehensive, complete or final, but is representative of the scope of work the Consultant should be qualified to complete. A. Infrastructure Condition Assessment Audit The selected Consultant shall be qualified to conduct a full architectural, structural and engineering review of the condition of the buildings and supporting infrastructure (roads, parking lots, landscaped areas, etc) for the facilities described above. The review shall include detailed cost estimates to repair, renovate and maintain the facilities to acceptable conditions including compliance with all current fire and safety codes and ADA requirements. This survey shall also include a full cost analysis of not only remedying any existing deferred maintenance issues, but fully restoring the buildings to modern standards, including if necessary, any additions or expansions which the Consultant recommends to achieve greater energy efficiencies and/or eliminate functional deficiencies. Subcomponents of this task would include: • Discussions and interviews with the various parties listed below under Consultative Meetings; and • Use of the Facility Condition Index (FCI) or comparable benchmarking technique to identify which facilities warrant more detailed examinations. The deliverables for this task shall include a report with findings and deficiencies (including items that are out of compliance with building codes), photographs to document existing conditions, and cost estimates. a) Building Envelope, to include the condition of the outer shell of the building including walls, doors and windows. Include assessment of the roof. Provide recommendations for additional lead/asbestos abatement. b) Structural integrity, including walls and foundation. c) Interior walls, ceilings, flooring and signage. d) Mechanical systems, HVAC, exhaust, ventilation, controls and instrumentation. e) Electrical systems, both interior and exterior, including distribution and lighting. f) Site including parking, walkways, fencing, entrance, landscaping, signage, and utilities. g) Plumbing systems, both interior and exterior. h) Fire protection and life safety systems. B. Consultative Meetings The successful Consultant would be expected to conduct extensive consultative meetings and interviews with City staff, sub-leases, facility operators and other relevant parties to obtain additional knowledge about the noted City facilities. Information such as perceptional maintenance and repair needs, desired functional, energy, efficiency or aesthetic improvements, and identification of priority levels are critical items which cannot be obtained through visual inspection or life-cycle modeling. C. Identification of Short and Long-Term Needs Consultant shall be capable of estimating short and long-term maintenance needs (maintenance, repair and replacement work for the identified City facilities) over a 20-year period. Needed repairs, maintenance, and preventive maintenance would need to be categorized based on priorities (e.g. health and safety M&R work placed at the highest priority level, and less critical, cosmetic or aesthetic needs placed in a City of Azusa RFQ/RFP for Azusa Facilities Reserve Study lower priority category). Information obtained from consultative meetings would also help to establish work priorities. D. Cost Analysis and Reserve Budget Forecasting Using information obtained from identifying the short and long-term maintenance needs and priorities, the Consultant shall be qualified to evaluate the short and long-term budget implications, financing options, cost saving measures such as preventive maintenance, and potential revenue sources associated with facilities. As appropriate, this shall include life-cycle cost modeling for the facilities which captures all anticipated non-operational facility costs, both major and minor. Deferred maintenance would need to be estimated and forecast, as well. The qualified Consultant would also be expected to define the range of assumptions, including the inflation assumption. E. Work Schedule Consultant shall be expected to complete the scope of work within 12 weeks from the notice to proceed (NTP). IV. PROPOSAL Consultants shall submit a Statement of Qualifications/Proposal limited to six (6) double-sided pages exclusive of cover letter, resumes, and references; shall be organized in the following format and shall include the information in the below outline: A. Cover Letter The cover letter is to be signed by an officer of the firm authorized to execute a contract with the City. B. General Qualifications Provide a summary of the Consultant’s qualifications demonstrating your expertise, understanding and ability to accomplish the City’s primary objectives; and, general information about the firm to include location of office(s), years in business and areas of expertise. Provide a brief description of three (3) projects which involved a similar scope of services. C. Key Staff Identify key staff and include a description of their abilities, qualifications and experience. Attach resumes of key staff to be assigned to this project. Include a proposed project management structure and organizational chart. Identify any portion of work that would be subcontracted. Include firm qualifications (brief) and key personnel, telephone number and contact person for all subcontractors. The City reserves the right to approve or reject all consultants, internal staff performing consulting services, or sub-consultants proposed by the Consultant. D. Project Specific Approach and Methodology Consultant shall more thoroughly describe its understanding of the project and describe the proposed technical and management approach. Within this section, the Consultant shall expand on the scope of work, if appropriate, to accomplish the overall objective of this project, and provide suggestions which might enhance the results or usefulness of the study. Include assumptions about the number of meetings needed with City staff to complete the Scope of Work. Consultant shall provide an example of their typical reserve study format showing how M&R line items and associated costs would be presented. Consultant shall also include a schedule of work. Tell us what you are going to do, how you are going to do it, and why you are the best firm to conduct this assessment. E. References Consultant shall provide a list of references for the firm and any sub-consultants, including the names, addresses and telephone numbers of recent clients for which Consultant has done similar work. Include a list of specific projects associated with each reference, date work was performed, cost and key personnel involved. List three (3) to five (5) distinct references. F. Cost and Fee Structure Please provide a cost description and cost proposal to perform the scope of services identified above. The cost proposal should be broken down and detailed by the major work elements including all anticipated reimbursement costs and fees, as well as the hourly rate of personnel expected to be utilized for the process. V. GENERAL CONDITIONS a) The City reserves the right to accept or reject and all proposals, or any item or part thereof, or to waive any informalities or irregularities in proposals. b) The City reserves the right to withdraw or cancel this RFP at any time without prior notice and the City makes no representations that any contract will be awarded to any Consultant(s) responding to this RFP. c) The City reserves the right to postpone proposal openings for its own convenience. d) Proposals received by the City are public information and must be made available to any person upon request. e) Submitted proposals are not to be copyrighted. f) The City reserves the right to seek clarification of information submitted in response to this RFP. g) The City reserves the right to modify the RFP as it deems necessary. h) Any material misrepresentations made by the Consultant(s) will void the proposal response and eliminate the Consultant(s) from further consideration. i) Pre-Contractual Expense The City shall not, in any event, be liable for any pre-contractual expenses incurred by Consultant(s) in the preparation of its proposal. Consultant shall not include any such expenses as part of its proposal. Pre-contractual expenses are defined as expenses incurred by Consultant(s) include: 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 Consultant(s) prior to date of award, if any. j) All materials submitted become the property of the City. k) From the issue date of this solicitation until a Consultant is selected and the selection is announced, the Consultant is not allowed to communicate for any reason with any City Staff except through the person named herein for questions. For violation of this provision, the City shall reserve the right to reject the proposal of the offending Consultant. l) Proposals submitted early may be withdrawn by the firm prior to the Proposal Due Date. Following the Proposal Due Date, the Proposal constitutes a binding offer and may not be withdrawn by the firm prior to the award. m) The City reserves the right to: (a) waive minor irregularities or variances, non-material bid formalities or defects in any proposal; (b) reject any and all proposals, in whole or in part, submitted in response to this solicitation; (c) request clarifications from all Consultants; (d) request resubmissions from all Consultants; (e) make partial, progressive or multiple awards; and (f) take any other action as permitted by law and/or the City’s Procurement Ordinance. n) The selected Consultant will be required to enter into a Professional Services Agreement with the City of Azusa which includes the City’s standard Terms and Conditions including insurance requirements (Exhibit A). o) All Consultants submitting Proposals to this solicitation shall state any exceptions to or deviations from the requirements of this RFP, segregating “technical” exceptions from “contractual” exceptions. Where Consultant(s) wishes to propose alternative approaches to meeting the City’s technical or contractual requirements, these should be thoroughly explained. If not contractual exceptions are noted, Consultant(s) will be deemed to have accepted the standard terms and conditions of the City’s Professional Services Agreement. VI. CONSULTANT SELECTION PROCESS The basic elements of the Consultant selection process are as follows: A. Evaluation of Submittals Each proposal will be reviewed to ensure that the firm submitted a transmittal/cover letter, narrative proposal that is responsive to the City’s requirements as set forth herein, and a cost proposal. Failure to meet these requirements may be cause for rejection of a proposal. An evaluation committee will review all proposals received and determine a ranking. The evaluation committee will evaluate proposals on various qualifications, including but not necessarily limited to: • Knowledge and experience of key staff • Availability of key staff personnel and resources • Experience and demonstrated competence on similar projects • Demonstrated understanding of project scope and City’s primary objectives • Technical approach and methodology as it relates specifically to achieving the City’s primary objectives During the evaluation period, the City may interview some or all of the proposing consulting firms. The City will establish a specific date to conduct interviews, and all prospective Consultant(s) will be asked to keep this date available. No other interview dates will be provided, therefore, if a Consultant(s) is unable to attend the interview on this date its proposal may be eliminated from further discussion. At the conclusion of the evaluation process, the evaluation committee may recommend to the City Council, a Consultant(s) with the highest final ranking 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 evaluation committee’s recommendation and make the final selection. The City will notify all Consultants that submit Proposals of the evaluation results. The final scope of work, schedule, and fee will then be neglected based upon the draft documents and the needs of the City. If an agreement cannot be reached between the City and the Consultant in a reasonable amount of time, negotiations may begin with the next highest-ranking Consultant until an agreement is reached. VII. PROPOSAL SUBMISSION A. Submission of Proposal Consultant shall submit one (1) unbound original and four (4) copies of their Proposal to the City. Proposals shall be received no later than 5:00 p.m. on Thursday, March 3rd, 2016 at the following address: City of Azusa City Clerk’s Office 213 E. Foothill Blvd. Azusa, CA 91702 Re: Facilities Condition Assessment Late submittals will be rejected and not returned. B. Inquiries Inquiries concerning this RFP and questions about City-owned facilities or existing maintenance practices/responsibilities should be directed to: Nikki Rosales, Senior Management Analyst Phone (626) 812-5261; Email: nrosales@ci.azusa.ca.us C. Schedule The anticipated schedule of activities related to this RFP is as follows: RFP Issued February 2, 2016 Final date for inquiries February 17, 2016 Proposal Submittal Deadline March 3, 2016 Notice to Proceed April 5, 2016 Consultants are provided the opportunity to ask questions prior to submittal of a proposal. The final date to submit all questions is February 17, 2016, and should be submitted in writing, via e- mail to nrosales@ci.azusa.ca.us. Consultants are encouraged to visit the facilities identified in the RFP. ATTACHMENT A CITY OF AZUSA PROFESSIONAL SERVICES AGREEMENT 1. PARTIES AND DATE. This Agreement is made and entered into this ____ day of ________________, 20___ by and between the City of Azusa, a municipal corporation organized under the laws of the State of California with its principal place of business at 213 East Foothill Boulevard, Azusa, California 91702 (“City”) and [INSERT NAME OF COMPANY], a [INSERT TYPE OF BUSINESS: CORPORATION; LIMITED LIABILITY COMPANY; ETC.] with its principal place of business at [INSERT ADDRESS] (“Consultant”). City and Consultant are sometimes individually referred to herein as “Party” and collectively as “Parties.” 2. RECITALS. 2.1 Consultant. Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing [INSERT TYPE OF SERVICES] services to public clients, is licensed in the State of California, and is familiar with the plans of City. 2.2 Project. City desires to engage Consultant to render such services for the [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***]