HomeMy WebLinkAboutE-8 Staff Report - RFP Public Opinion ResearchCONSENT ITEM
E-8
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
VIA: TROY L. BUTZLAFF, ICMA-CM, CITY MANAGER
FROM: LOUIE F. LACASELLA, MANAGEMENT ANALYST
DATE: JANUARY 19, 2016
SUBJECT: AUTHORIZATION TO RELEASE REQUEST FOR PROPOSALS FOR PUBLIC
OPINION RESEARCH SURVEY
SUMMARY:
In an effort to continue to enhance the quality of life for residents and improve service delivery, Staff is
requesting authorization to release a Request for Proposals (RFP) for qualified firms to conduct a
statistically valid public opinion research survey. The survey would measure community satisfaction and
perceptions about City services, park facilities, recreational programs, public safety and other quality of
life issues. The results of the survey would be used by the City to improve the quality of life for
residents and enhance service delivery. This action approves the release of a RFP to conduct a public
opinion research survey.
RECOMMENDATION:
Staff recommends that the City Council take the following action:
1)Authorize Staff to release the proposed Request for Proposals (RFP) for a Public Opinion
Research Survey and accept proposals from qualified firms.
DISCUSSION:
Resident satisfaction and opinion survey provides useful feedback to the City on residents' perception of
public services and quality of life issues. The proposed public opinion research survey would assess
citizen opinion on quality of public services and service delivery, as well as what changes the City could
implement to enhance the quality of life within the community.
The selected firm for this project would prepare survey questions based on input from Staff, ensuring
that questions will generate unbiased responses. Throughout the process, the firm would also consult
with Staff to design appropriate methodologies and analytical techniques to measure the survey and
results. The survey is to be conducted over the telephone and will be offered in English and Spanish.
APPROVED
COUNCIL MEETING
1/19/2016
Request for Proposals for Public Opinion Research Survey
January 19, 2016
Page 2
The survey will include a statistically significant sampling of Azusa residents to ensure a 95% level of
confidence in the accuracy of the survey results.
A professionally bound executive summary of key survey findings and a detailed written report of the
responses to survey questions would be distributed to the City Council. The firm will also present to the
City Council these key survey findings and address any questions concerning the data and key attributes
that affect citizen satisfaction both generally and for specific programs and initiatives to the City.
FISCAL IMPACT:
There is no fiscal impact association to the City by authorizing Staff to solicit the RFP. Once proposals
are received and reviewed by Staff, an agenda report will be provided to the City Council.
Prepared by: Reviewed and Approved:
Louie F. Lacasella Troy L. Butzlaff, ICMA-CM
Management Analyst City Manager
Attachments:
1. RFP – Public Opinion Research Survey
ATTACHMENT 1
City of Azusa Request for Proposals: Public Opinion Research Survey Proposals Due: March 1, 2016 at 5:30 p.m.
Contact: Louie F. Lacasella, MPA Management Analyst City Manager's Office City of Azusa 213 E. Foothill Boulevard Azusa, CA 91702 Phone: 626-812-5224 Fax: 626-334-6358 Email: llacasella@ci.azusa.ca.us
City of Azusa RFP: Public Opinion Research Survey | Page 2
Table of Contents
I. Introduction and Purpose .................................................................................................... 3
II. Background ......................................................................................................................... 3
III. Scope of Work .................................................................................................................... 3
IV. Submittal Content and Procedures ...................................................................................... 5
V. Evaluation and Selection Process ....................................................................................... 6
VI. General RFP Conditions ..................................................................................................... 6
VII. Professional Services Agreement ....................................................................................... 7
VIII. Submission of Proposals ..................................................................................................... 7
IX. Delivery............................................................................................................................... 7
X. Key Dates ............................................................................................................................ 8
Attachments:
Exhibit A – Professional Services Agreement
DEADLINE FOR SUBMITTAL
March 1, 2016 at 5:30 p.m.
City of Azusa RFP: Public Opinion Research Survey | Page 3
I. INTRODUCTION AND PURPOSE:
The City of Azusa is seeking proposals from qualified firms to conduct a statistically valid public
opinion research survey to measure community satisfaction and perceptions about City services,
park facilities, recreational programs, public safety and other quality of life issues (hereinafter
“Project”). The City intends to use the survey results and analyses to assist the City Council in
making sound, strategic decisions in a variety of areas, including service improvements and
enhancements, measuring and tracking internal performance, budgeting, policy, and planning.
II. BACKGROUND:
The City of Azusa was founded in 1887 and incorporated as a general law city on December 29,
1898. The City is located in the County of Los Angeles, situated 27 miles northeast of the City of
Los Angeles, and nestled against the San Gabriel Mountain foothills. The City of Azusa
encompasses 9.13 square miles and has a population of approximately 48,000. The City of Azusa
is a contract city, meaning that some services are provided by contract with agencies and some
services are delivered by the City's own employees. Police protection services are provided by
City employees while fire protection is contracted with Los Angeles County Fire Department.
The City of Azusa has approximately 241 authorized full time positions for FY 15-16, and its
departments include Administration, City Clerk, Police, Human Resources, Economic and
Community Development, Public Works, Light and Water, Public Works, Information
Technology, Finance, Library, Recreation and Family Services.
III. SCOPE OF WORK:
The selected firm for this Project will be responsible for providing all services necessary to
conduct a statistically valid public opinion survey including, but are not limited to:
1. Prepare survey questions based on input from City Staff, insuring that questions will generate
unbiased responses. At a minimum, the City recommends that survey questions be framed
around the following areas:
• Community Events- Rate them. Are they well organized? Do we need more, or less?
What is needed?
• Downtown- Rate it. Do you visit? How often? What is needed?
• Parks- Rate them. Do you visit? Where/how often? What is needed?
• City Roads- Major/Local- Rate quality of roads
• Road Maintenance- Rate quality of service
• Police- How safe do you feel in Azusa
• Fire – Rate service.
• Senior Center- Rate it. Do you visit the Senior Center? How often? What is needed?
• How do you receive information about City events and programs?
• Trash collection- Rate service. What is needed?
• The City’s growth and development- Rate it. What is needed
• Overall Perception of the City- Rate it. What is needed?
• Overall satisfaction with the City? What is needed?
City of Azusa RFP: Public Opinion Research Survey | Page 4
• Do you plan on remaining in Azusa long-term? Why? Why not?
The number of actual questions included in the survey instrument should be based on limiting
the estimated time required to conduct each interview to a maximum of 20-25 minutes.
2. Throughout the process, consult with City staff to design an appropriate survey instrument
utilizing methodologies and analytical techniques to:
• Refine and understand customer requirements, for programs and initiatives,
identifying “drivers” and key attributes that affect customer satisfaction with City
both generally and for specific programs and initiatives.
• Identify sub-populations that differ significantly from the City population at large in
their requirements for programs and-or their satisfaction with City programs.
• Determine support for possible initiatives or changes in programming or policy.
• With staff input determine and deliver questionnaire construction, item generation,
response format and item selection to achieve both reliability and validity and
increase relevance to the City’s strategic planning and business planning processes.
3. Pretest questions on a representative sample as part of the development design phase as
required to determine any needed revisions to the survey instrument to assure the maximum
possible response rate and valid response.
4. Administer the survey to ensure a ninety-five (95%) percent confidence rating in the survey
findings with a five point plus or minus variance, taking into consideration the following
factors:
a. Sample Size.
b. Random selection of respondents to ensure that all demographics are proportionately
represented non-respondents not affecting survey results.
5. As an alternate, the firm should also prepare a cost estimate for a survey with a margin of
error of ±7%. This should be included in the firm’s cost estimated discussed below as an
alternate. It is assumed that telephone interviews will be conducted; however, the City is
amenable to alternate data collection strategies as suggested and justified by the firm.
6. Develop tabulations demonstrating actual results for each question and cross tabulations as
appropriate.
7. Code data to reflect significant responses based on various sections of the community as
appropriate.
8. Meet and review with City staff a draft report, answer questions regarding the implications of
the responses, and discuss related issues. Revise draft report as necessary.
9. Prepare a professionally bound executive summary of key survey findings and detailed
written report of the responses to survey questions for distribution to the City officials.
City of Azusa RFP: Public Opinion Research Survey | Page 5
10. Attend a minimum of one (1) City Council meeting to present the key survey findings and
address questions concerning the data and key attributes that affect customer satisfaction with
City both generally and for specific programs and initiatives.
11. Selected consultant shall perform any other duties or services as indicated in the Professional
Services Agreement (Exhibit A) between the City of Azusa and the selected firm.
IV. SUBMITTAL CONTENT AND PROCEDURES
The proposals for this request shall include, at a minimum, the following information:
1. Cover/Transmittal Letter: Letter must be signed by a member of the firm having the
authority to enter into contracts on behalf of the company. Include appropriate contact
information (i.e., address, telephone, fax, email). Cover letter must also acknowledge
receipt of any and all addenda issued for this solicitation (if applicable).
2. Scope of Work: Describe the approach you would use to complete the tasks listed in the
Scope of Services. This should not exceed five (5) pages.
3. Responsible Personnel: List the Principal-in-Charge Project Manager and key project
staff who will be directly involved in this project. Include a statement of qualifications
and experience of each person. Include all anticipated subconsultants, listing names,
address, telephone numbers, e-mail contact, key staff personnel and the hours expected to
be committed to the project.
4. Minimum Qualifications: Firms should be able to respond affirmatively or provide
information on the following items:
• Experience with community surveys for at least five (5) local government
agencies in California. Local governments include school districts, counties,
cities and special districts.
• Include a list of three similar projects completed over the last three (3) years that
are comparable to this Project.
• Include three (3) references from similar work and include all required contact
information.
5. Project Timeline: Provide a schedule showing the time required to provide the
requested services. Since the City has not yet determined when to conduct such a survey,
the timeline may be in relative terms or include your estimate of the optimum time to
survey.
6. Project Cost: Each firm must present in a separate, sealed envelope a fixed cost
proposal for the work to be performed. Such cost proposal should include all costs
(separate provisions for travel and/or per diem will not be accepted). The cost proposal
shall be broken down to show the fee by task, man-hours per task, different personnel
classifications per task, and the use of subcontractors, if appropriate.
City of Azusa RFP: Public Opinion Research Survey | Page 6
Each proposal shall be prepared simply and economically, providing straight-forward, concise
delineation of the firm’s capabilities to satisfy the requirements of this solicitation. Fancy
bindings, colored displays, and promotional material are not required. Emphasis on each
proposal must be on completeness and clarity of content. To expedite the evaluation of
proposals, submittals should be no more than 30 single pages.
V: Evaluation and Selection Process
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
separately packaged 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. Additionally, the committee may, in its sole discretion and in the course of its
evaluation, request presentations/demonstrations with one or more selected firms.
The City has the sole authority to select a firm 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:
responsiveness and comprehensiveness of the firm’s proposal; past experience with similar
projects; approach to this particular project; and information obtained from references. Although
cost is a significant factor, it will not be the dominant factor. The City reserves the right to
continue negotiations after submission of the proposals.
VI: General RFP Conditions
a. The City reserves the right to accept or reject any and all proposals, or any item or
part thereof, or to waive any informalities or irregularities in proposals.
b. The City reserves the right to withdraw or cancel this RFP at any time without prior
notice and the City makes no representations that any contract will be awarded to any
Proposer(s) responding to this RFP.
c. The City reserves the right to postpone proposal openings for its own convenience.
d. Proposals received by the City are public information and must be made 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 Proposer(s) will void the proposal
response and eliminate the Proposer(s) from further consideration.
i. The City shall not, in any event, be liable for any pre-contractual expenses incurred
by Proposer(s) in the preparation of its proposal. Proposer shall not include any such
expenses as part of its proposal.
Pre-contractual expenses are defined as expenses incurred by Proposer(s) in:
i. Preparing its proposal in response to this RFP;
ii. Submitting that proposal to the City;
iii. Negotiating with the City any matter related to this proposal; or
iv. Any other expenses incurred by Proposer(s) prior to date of award, if
any.
City of Azusa RFP: Public Opinion Research Survey | Page 7
j. All materials submitted become the property of the City.
VII: PROFESSIONAL SERVICES AGREEMENT:
The selected consultant will be required to enter into a Professional Services Agreement with the
City of Azusa which includes the City's standard Terms and Conditions including insurance
requirements (Exhibit A).
VIII. SUBMISSION OF PROPOSALS:
All proposals must be received in the City of Azusa, City Clerk’s Office by 5:30 P.M. Tuesday,
March 1, 2016. It is the responsibility of the Proposer to see that any proposal sent through the
mail, or any other delivery method, shall have sufficient time to be received by the City of
Azusa, City Clerk’s Office prior to the proposal due date and time. Late proposals will be not be
accepted. Proposals shall be clearly marked and identified and must be submitted to:
City of Azusa
City Clerk’s Office
213 E. Foothill Blvd
Azusa, CA 91702
All inquiries and responses to this proposal shall be submitted via mail or e-mail to:
Louie F. Lacasella, MPA
Management Analyst
City Manager's Office
City of Azusa
213 E. Foothill Boulevard
Azusa, CA 91702
Phone: 626-812-5224
Fax: 626-334-6358
Email: llacasella@ci.azusa.ca.us
Interpretations or clarifications considered necessary in response to such questions will be
resolved by the issuance of formal Addenda to the RFP. The deadline for all questions is March
1, 2016 at 5:30 PM. Questions received after this date and time may not be answered. Only
questions that have been resolved in writing will be binding. Oral and other interpretations or
clarifications will be without legal or contractual effect.
IX. DELIVERY:
Proposals must be delivered in a SEALED envelope/package and shall state the following on the
outside of the envelope: “Public Opinion Research Survey”.
City of Azusa RFP: Public Opinion Research Survey | Page 8
X. KEY DATES
Deadline to submit proposal March 1, 2016
Consultant Engagement March 29, 2016
Kick-Off Meeting
Administer the Survey
Draft Report
April 12, 2016
May 3, 2016
May 16, 2016
Presentation to City Council June 6, 2016
Final Report June 13, 2016
City of Azusa RFP: Public Opinion Research Survey | Page 9
APPENDIX A
SAMPLE
PROFESSIONAL SERVICES AGREEMENT
City of Azusa RFP: Public Opinion Research Survey | Page 10
CITY OF AZUSA
PROFESSIONAL SERVICES AGREEMENT
1. PARTIES AND DATE.
This Agreement is made and entered into this ____ day of ________________, 20___ by
and between the City of Azusa, a municipal corporation organized under the laws of the State of
California with its principal place of business at 213 East Foothill Boulevard, Azusa, California
91702 (“City”) and [INSERT NAME OF COMPANY], a [INSERT TYPE OF BUSINESS: CORPORATION;
LIMITED LIABILITY COMPANY; ETC.] with its principal place of business at [INSERT ADDRESS]
(“Consultant”). City and Consultant are sometimes individually referred to herein as “Party” and
collectively as “Parties.”
2. RECITALS.
2.1 Consultant.
Consultant desires to perform and assume responsibility for the provision of certain
professional services required by the City on the terms and conditions set forth in this
Agreement. Consultant represents that it is experienced in providing [INSERT TYPE OF SERVICES]
services to public clients, is licensed in the State of California, and is familiar with the plans of
City.
2.2 Project.
City desires to engage Consultant to render such services for the [INSERT NAME OF
PROJECT] project (“Project”) as set forth in this Agreement.
3. TERMS.
3.1 Scope of Services and Term.
3.1.1 General Scope of Services. Consultant promises and agrees to furnish to
the City all labor, materials, tools, equipment, services, and incidental and customary work
necessary to fully and adequately supply the professional [INSERT TYPE OF SERVICES] consulting
services necessary for the Project (“Services”). The Services are more particularly described in
Exhibit “A” attached hereto and incorporated herein by reference. All Services shall be subject
to, and performed in accordance with, this Agreement, the exhibits attached hereto and
incorporated herein by reference, and all applicable local, 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.
City of Azusa RFP: Public Opinion Research Survey | Page 11
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.
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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
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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
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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.
City of Azusa RFP: Public Opinion Research Survey | Page 15
(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’
City of Azusa RFP: Public Opinion Research Survey | Page 16
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
City of Azusa RFP: Public Opinion Research Survey | Page 17
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,
City of Azusa RFP: Public Opinion Research Survey | Page 18
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)
City of Azusa RFP: Public Opinion Research Survey | Page 19
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
City of Azusa RFP: Public Opinion Research Survey | Page 20
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 of Azusa RFP: Public Opinion Research Survey | Page 21
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 RFP: Public Opinion Research Survey | Page 22
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
City of Azusa RFP: Public Opinion Research Survey | Page 23
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.
City of Azusa RFP: Public Opinion Research Survey | Page 24
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 RFP: Public Opinion Research Survey | Page 25
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:
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]
ATTACHMENT 1
[***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***]