HomeMy WebLinkAboutE-04 - Staff Report - Solicit RFPs for Traffic Signal MaintenanceCONSENT ITEM
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TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
VIA: SERGIO GONZALEZ, CITY MANAGER
FROM: DANIEL BOBADILLA, DIRECTOR OF PUBLIC WORKS/CITY ENGINEER
DATE: DECEMBER 17, 2018
SUBJECT: AUTHORIZATION TO ISSUE A REQUEST FOR PROPOSALS TO PROVIDE
TRAFFIC SIGNAL MAINTENANCE SERVICES
BACKGROUND:
Traffic signal maintenance services for the City of Azusa are currently performed by Siemens. The
services provided by Siemens include preventative maintenance, scheduled maintenance, and emergency
repairs for all City-owned traffic signals, traffic signal equipment, flashing beacons, and other related
components. The contract with Siemens is set to expire March 2018. This action will authorize staff to
issue a Request For Proposals to provide traffic signal maintenance services.
RECOMMENDATION:
It is recommended that the City Council take the following action:
1) Authorize staff to issue a Request For Proposals to provide traffic signal maintenance services.
ANALYSIS:
The City of Azusa owns and is responsible for the operation and maintenance of 45 traffic signals and 8
flashing beacons throughout the City. These traffic signals and flashing beacons are currently
maintained by Siemens. The existing contract with Siemens is set to expire in March 2018 and a new
contract with a qualified traffic signal maintenance contractor needs to be executed. As part of this
Request For Proposals, staff is seeking a contractor whose combination of experience and personnel will
provide timely, cost-effective, and quality professional service to the community. The scope of services
as part of this new contract calls for routine preventative maintenance, scheduled repairs, and emergency
repairs of all city owned and maintained traffic signals, traffic signal equipment, safety lights, flashing
beacons, and other related equipment.
APPROVED
CITY COUNCIL
12/17/18
Traffic Signal Maintenance Services RFP
December 17, 2018
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FISCAL IMPACT:
There is no fiscal impact associated with the recommended action. Staff will review proposals and
request approval from the City Council to award a contract at a future meeting.
Prepared by: Reviewed and Approved:
Daniel Bobadilla, P.E. Sergio Gonzalez
Director of Public Works/City Engineer City Manager
Attachment:
1) Request for Proposals to provide Traffic Signal Maintenance Services
CITY OF AZUSA
REQUEST FOR PROPOSALS
TRAFFIC SIGNAL MAINTENANCE SERVICES
NOTICE IS HEREBY GIVEN that separate sealed Proposals will be received at the City of
Azusa City Clerk’s Office, 213 E. Foothill Blvd., Azusa, CA 91702, CA, phone (626) 812-5264
until 10:00 a.m. on January 24, 2019.
All proposals must be sealed and clearly identify the Respondent’s name, and address.
The City of Azusa hereby notifies all Respondents that it will affirmatively insure that in any
contract entered into pursuant to this invitation, the City will not discriminate against any
Respondent on the grounds of race, color, sex, or national origin in consideration for the award.
All Respondents shall be aware that their Proposal Package is deemed public records and may be
subject to disclosure upon request. The City reserves the right to reject any or all proposals, to
waive any informality or irregularity in any bid received, and to be the sole judge of the merits of
the proposals received.
All inquiries to this proposal shall be submitted via mail or e-mail to:
Daniel Bobadilla, P.E.
Director of Public Works/City Engineer
City of Azusa
213 E. Foothill Boulevard
Azusa, CA 91702
dbobadilla@ci.azusa.ca.us
(626) 812-5264
CITY OF AZUSA
DATED: December 17, 2018
PUBLISH: December 18, 2018
CLOSING: January 24, 2019
ATTACHMENT 1
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REQUEST FOR PROPOSALS
TRAFFIC SIGNAL MAINTENANCE
FOR THE CITY OF AZUSA
A. INTRODUCTION
The City of Azusa (City) is soliciting Request for Proposals (RFP) from qualified electrical
contractors to provide traffic signal and intersection street light maintenance, emergency repair,
non-emergency routine inspections, and new equipment upgrade and installation work. The City
operates and maintains forty-five (45) traffic signals with a variety of traffic signal controllers
and eight (8) flashing beacons. The City is seeking a contractor whose combination of
experience and personnel will provide timely, cost-effective, and quality professional services to
the City.
The selected Contractor will be required to have qualified traffic technicians that have
demonstrated experience with traffic signal, street light, and other electrical work. The
Contractor shall also have the ability to troubleshoot and diagnose problems with all of the City’s
traffic signal related electrical operation systems.
The total amount of work available will be a function of routine traffic signal maintenance plus
the amount of work that is required due to normal “wear and tear”, collision damage, vandalism,
and other factors that may result in the need for emergency responses maintenance services. The
City expects traffic signal technicians to be regularly assigned to the City as necessary to provide
preventive maintenance and to respond to unscheduled/emergency work.
B. SCOPE OF WORK AND PROPOSAL ITEMS
I. General Description
The Contractor shall provide routine preventive maintenance, schedule repairs, and
emergency repairs to traffic signals, traffic signal equipment, safety street lights, flashing
beacons, and other related equipment by duly trained and qualified personnel.
The Contractor shall also perform Underground Service Alerts (USA) at the direction of the
City. All preventive maintenance, scheduled repair, and USA will be billed at an established
flat rate, with additional emergency work/unscheduled repair paid at hourly labor rates and
vehicle and equipment rates, in accordance with the cost proposal per this RFP.
An inability to provide routine preventive maintenance to each traffic signal, safety street
light, and flashing beacon may cause the Contractor to be subject to liquidated damages.
The Contractor shall provide and maintain emergency service response of the City’s traffic
signals, safety street lights, and flashing beacons on a twenty-four (24) hour a day, seven (7)
days per week basis, including all holidays.
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The Contractor must provide vehicle(s) to be used by the Contractor’s Technicians which
shall be equipped with a permanently mounted arrow board; warning beacon/strobe lights;
traffic cones; construction warning sign; a hydraulic bucket capable of reaching a height of at
least twenty-eight (28) feet from the roadway surface; necessary computer laptop for
programming, maintenance and testing of traffic signal controllers and various equipment;
and communications equipment for dispatch. All of the Contractor’s employees working
within the boundaries of the City shall be equipped with a communications device capable of
appropriate communications for extended periods of time with the Contractor’s shop or with
City staff.
The Contractor must possess, and have readily available in functioning order, all required
tools, equipment, apparatus, facilities, and materials needed to perform all work necessary to
maintain and repair the traffic signals, safety street lights, and flashing beacons in the City in
compliance with current Caltrans and County of Los Angeles standards and specifications.
All excess materials and equipment in the Contractor’s inventory shall be the property and
responsibility of the Contractor until such materials or equipment is used or installed in the
City.
The Contractor shall furnish temporary flashing beacons and other (portable) replacement
equipment for non-operational traffic signals. Contractor furnished temporary spare
equipment shall be equivalent to the component being replaced in manufacture, make, and
model. The Contractor shall provide traffic control/lane closures that conform to Federal
Highway Administration (FHWA) – California Manual on Uniform Traffic Control Devices
(CAMUTCD).
The Contractor shall cooperate with the City in recalibrating traffic signal coordination
timing and progression. The Contractor shall change the timing of traffic signal only upon
the direction or advance written approval of the City. During emergency conditions, the
Contractor shall assure full cooperation with the City and those employees of the City and
other agencies as indicated.
The Contractor shall not represent the City in matters of policy or procedures under this
contract, shall not make any reference to City policy or procedures, and shall refer all
questions or inquiries from the public regarding policy and procedures, or terms and
conditions of this contract to the City.
The Contractor will be required to maintain any additional traffic signals, lighted crosswalks,
and appurtenant devices as they are installed, or become a part of the maintenance
requirements to the City.
II. Maintenance Requirements
a. Preventive Maintenance
The Contractor shall provide a routine, comprehensive preventive maintenance
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program designed to minimize the incidence of outages and malfunction; reduce
complaints; and extend the useful life of the traffic signal equipment. The
Contractor will be required to furnish and use a preventive maintenance checklist
form approved by the City. The contractor shall provide one electronic copy of the
maintenance checklist to the City following each inspection, to maintain a copy of
the checklist in the traffic signal controller cabinet, and to maintain a copy of the
maintenance checklist at the Contractor’s office of records. The program shall
include monthly inspections of each signalized intersection.
At a minimum, the following shall be performed:
● Walk the intersection and visually inspect all signal heads for proper
operation, alignment, broken lenses, and missing parts. Depress all
pedestrian push buttons and observe the proper timing and display.
● Examine the functioning of the controller in relation to the traffic.
● Observe and check for proper operation of the detector loops and
amplifiers. Adjust or re-tune detector amplifiers and correct substandard
splices as necessary. For intersections with video detection, verify camera
operation by monitoring the vehicle call on the video controller unit. Also,
verify the calls going to the detector call page in the controller.
● Inspect all relays, switches, and terminals, etc. and replace or make
adjustments as necessary.
● Check and adjust fan operation. Check the filter for tight fit and tape if
required. Clean and vacuum the cabinet as necessary. Examine cabinet
interior for water, excessive dampness and plant or animal intrusion.
● Inspect battery backup system (if the signal is equipped with such unit) to
ensure unit is fully charged. Check all battery connections to ensure they
are clean and secure.
● Perform a night time check of safety lights and illuminated street name
signs at all signalized intersections.
b. Scheduled Repair
The Contractor shall investigate and determine the corrective requirements for each
reported malfunction, failure, or outage of the traffic signal system. The equipment
and components shall include, but are not limited to the following elements:
Incandescent Lamps, Light Emitting Diode (LED) signal faces, Conflict Monitors,
Internally Illuminated Street Name Sign Tubes, LED Illuminated Street Name
Signs, Signal Safety Lights, Load Switches, Detector Amplifiers, Transfer
Switches, Flasher Switches, Breaker Switches, Ballasts, Starters, Sockets, Fuses,
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Fuse Holders, Photoelectric Cells, Signal and Safety Light Wiring in Poles, etc.
This work shall be performed in accordance with the unit cost provided in the Cost
Proposal in this Solicitation. For any work not covered by the Cost Proposal in this
Solicitation, the Contractor shall submit a cost proposal to the City prior to
performing any corrective work. The City reserves the right to furnish supplies,
materials, and installed equipment required for performance of the work.
c. Emergency Response Work
The City may request that the Contractor perform emergency response work on the
traffic control system. The Contractor shall provide and maintain emergency service
response on a twenty-four (24) hour a day, seven (7) days per week basis (24/7),
including all holidays. This work shall be performed on a time and materials basis
in accordance with the unit cost provided in the Cost Proposal in this Solicitation.
The Contractor shall provide the City with a contact name and phone number of
personnel responsible for 24/7 services.
1. Emergency Response Work may include, but is not limited to the
following:
● Downed signal heads, poles, signal on flash, signal blackout, burned-
out lamps, damaged controller and cabinet, damaged illuminated street
name signs, damaged inductive loops, sensing elements, pedestrian
push buttons, electroliers, pedestrian signal heads, wiring, and other
operational equipment related issues.
● Assisting the City for special events or for City construction projects,
as necessary to implement revised traffic signal timing and phasing for
changed traffic conditions.
2. Equipment for Emergency Work
● Repair, replace or otherwise render in good working order any and all
defective parts of the traffic signal equipment with like make and
model parts. Whenever equipment is removed, the City representative
shall be notified by phone and email within twenty-four (24) hours.
● The Contractor shall cover the cost of replacing any parts to the traffic
signal system. The City shall reimburse the Contractor for materials
used for repairs, in an amount equal to the cost of the materials
including an agreed mark-up price.
● Notify the City representative in advance of any traffic signal de-
activations (by phone and email) that may be required to provide the
required services. Traffic signal de-activations shall not be scheduled
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without the approval of an authorized representative of the City. All
traffic signal controller equipment shall be maintained as
recommended by the manufacturer.
● The Contractor, at own cost, shall place barricades, clean up debris,
properly dispose of all damaged components.
d. Maintenance Records
Contractor shall create and maintain an inventory list of the equipment in the
controller cabinet at each location. The inventory shall include the model,
manufacturer, serial number, and quantity of each piece of equipment and
installation date. The inventory list shall be continuously updated and a copy shall
be furnished to the City every four (4) months in a Microsoft Excel spreadsheet. Contractor shall maintain a copy of the Preventive Maintenance Inspection Form
approved by the City at each intersection. The checklist shall be completely filled
out during each routine maintenance inspection and during any time repairs are
made to the controller or any related equipment in the controller cabinet or the
signal equipment at the intersection (detector loops, pedestrian heads, signal heads,
lenses, lamps and signal poles, etc.).
A printout of the signal control database shall be kept in each controller cabinet.
Timing changes shall be indicated on the printout. Only the City’s representative
shall authorize timing changes except that the Contractor may make changes
required on a temporary basis due to maintenance operations or to maintain a
satisfactory signal operation when there is a detection failure.
e. Monthly Activity Report
The Contractor shall provide a computerized monthly activity report to the City by
the fifteenth working day of each month for the previous month’s activities. The
report shall be provided both as a printout and as a Microsoft Excel Spreadsheet
compatible computer file transmitted by e-mail and attached to the monthly invoice.
No payment will be made without submittal of the report. The report shall include:
1. Preventive Maintenance: Time and date the preventive maintenance was
performed.
2. Scheduled Repairs: A complete record of all work that was performed on
the traffic signal equipment during the previous month including the date
and time, make, model, and serial number of any major components or
other equipment that was newly installed at each intersection.
3. Emergency Response Work: Time the service calls were received, time
arrived at the intersection, the response time, nature of the problem, the
number of hours spent for each repair, materials used, whether the activity
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is related to accident or vandalism, and a special listing of intersections
with three or more calls in one month.
f. Response and Service
The Contractor shall provide response and service on a twenty-four (24) hour, seven
(7) day per week basis. Immediate action shall be taken to safeguard the public any
time a signal installation becomes partly or totally inoperative from any cause
whatsoever. The Contractor shall provide the City with a contact name and phone
number of personnel responsible for 24/7 services. The maximum response times
shall be as follows:
1. Emergency and accident maintenance – one (1) hour
2. Replacement of burned out signal faces – two (2) hours
3. All other signal maintenance – twenty-four (24) hours
4. Safety Lighting – twenty-four (24) hours
5. Illuminated Street Name Signs – forty-eight (48) hours
Signal on flash, signal blackout not caused by a power outage, and any malfunction
of pedestrian signals shall constitute an emergency. The City may extend the
maximum response time for maintenance on a case-by-case basis if the signal
remains operational in a satisfactory manner and the condition poses no immediate
hazard to the public.
Failure to meet the response time requirements by the Contractor shall be sufficient
cause for the City to authorize maintenance to be completed by others and deduct
the costs of said maintenance from payments due to the Contractor. Repetitive
failure shall be deemed sufficient cause for the City to terminate the contract.
g. Signal Shut Down and Signal on Flash
The contractor shall immediately notify the City’s Public Works Department, Police
Department, and Fire Department of any signal turn-offs or signal on flash
necessitated by their operation. Signal shut down of any duration and signal on
flash operation in excess of fifteen (15) minutes must be first authorized by the
Public Works Department.
h. Spare Equipment
The Contractor shall maintain adequate storage and shop facilities and sufficient
stock of spare parts and signal equipment to affect maintenance to the signals. The
Contractor shall maintain at least one fully tested standby controller that is
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compatible with the City’s system. The Contractor will own and maintain all spare
parts until installation in the City.
i. Salvaged Equipment
The Contractor shall deliver any salvaged or salvageable equipment or material to
the location in the City as directed by the Public Works Department. Any material
or equipment declared non-salvageable by the Public Works Department shall be
taken from the City and disposed of properly by the Contractor and Contractor’s
cost. Components such as mast arms and luminaries that are undamaged may be re-
used at the direction of the City.
j. New Traffic Signals
The contractor shall maintain new traffic signals, safety lights, flashing beacons,
and appurtenant devices as they are being installed, or become a part of the
maintenance requirements of the City.
As requested by the City, the contractor shall provide support and review of new
traffic signal turn-ons.
III. Underground Service Alert (Dig Alert) Monitoring
The Contractor will be required to adequately mark all traffic signal conduits, traffic signal
interconnect/communication lines, and equipment as well as street lights on behalf of the
City in accordance with the California Government Code Section 4216 et seq. The City’s
designated representative will monitor notifications submitted by Underground Service Alert
(USA) to the City, and will furnish applicable notifications to a representative of the
Contractor to coordinate the markings of any signalized intersections that may be scheduled
for construction work or excavations as evidenced by notification from USA. The Contractor
shall establish a process for monitoring and tracking the marking of any affected
intersections; an Intersection Record Log shall be created, with the USA notification and
corresponding action noted in the controller, with a copy provided to the City. The
Contractor shall assume all liability for satisfying the City’s obligations to adequately
identify underground structures in accordance with this law.
Compensation for providing USA –Dig Alert services identified above will be paid at a flat
rate per occurrence in accordance with the Cost Proposal in this Solicitation.
IV. Warranty Service
New equipment installed by the Contractor shall be covered with a material and
workmanship warranty for one (1) year after acceptance. Where parts or material become
defective during this warranty period, the Contractor shall notify the City so that the warranty
may be exercised. The Contractor shall be responsible for exercising maintenance and
replacement covered by the warranty. No additional or separate compensation shall be paid
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for warranty service work. At expiration of the warranty, servicing of traffic signals shall be
performed in accordance with these specifications.
V. Payment
Payments will be made within thirty (30) days after an invoice has been approved by the
City’s designated representative. Copies of all invoices for supplies, materials, and installed
equipment shall be included with the invoice.
VI. Working Day
The Contractor’s working day activities for preventive maintenance and scheduled repairs
shall be limited to the hours of 7:00 AM and 5:00 PM, Monday through Friday, excluding
designated City holidays. Deviations from normal working hours will not be allowed without
prior written consent of the City.
VII. Wages Paid to Contractor’s Workers
Pursuant to California Labor Code Article 2, Wages, Section 1770 et seq., the work described
herein is a “public work” as defined by this Article of the Labor Code and requires payment
of prevailing wages pursuant to Labor Code Section 1771. Contractors are advised to
familiarize themselves with this provision and with Departmental of Industrial Relations
opinions and interpretations relative to traffic signal maintenance. Failure to comply with the
Labor Code may result in imposition of statutory penalties enumerated in Labor Code
Section 1775.
VIII. Contract Period
The Traffic Signal Maintenance contract will have a three (3) year term, with two optional
one (1) year terms. The total term of the proposed contract may extend for five (5) years from
award by the City.
IX. Schedule
Notice for Request for Proposal (RFP) posted and issued……………….December 18, 2018
Deadline for receipt of Questions………………………………….January 14, 2019, 5:00 PM
Addenda – Answers to Questions Released…………………………….……January 17, 2019
Deadline for receipt of Proposals………………………...........….January 24, 2019, 10:00AM
Interviews (Optional)……………………………………………….………To Be Determined
Contract awarded by City Council…………………………….……...February/March 2019
X. Minimum Qualifications and Reference Contact Information
a. Contractor’s License
The Contractor shall possess a valid, current and in good standing Class A or Class
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C10 contractor’s license issued by the California State Contractor Licensing Board.
A copy of the contractor’s license number and date of expiration shall be included
in the submitted Proposal. Failure to produce and possess the specified license will
render the Proposal as non-responsive.
b. Qualified Personnel
The Contractor shall have on-staff, certified personnel with the following
qualifications:
1. Level Three technician with certification by the International Municipal
Signal Association (IMSA) with at least three (3) years experience in traffic
signal repairs;
2. Level Two technician with certification by the International Municipal
Signal Association (IMSA) with at least three (3) years of experience in
traffic signal repairs.
The submitted Proposal shall identify by name the certified personnel who will be
available and would be assigned to provide traffic signal maintenance services to
the City.
c. Company Background
The Contractor shall be skilled and regularly engaged in traffic signal maintenance
as well as performing Underground Service Alerts (USA’s). Provide a minimum of
three (3) references from other municipal, city, or county governmental agencies for
which the Contractor is currently providing the services described in this
Solicitation must be provided. Provide an additional two (2) references for which
the Contractor previously provided the services described in this Solicitation within
the last five (5) years. All listed references shall be a municipal, city, or county
governmental agency.
d. Negative History
The Contractor shall include in its Proposal a complete disclosure of any alleged
significant prior or on-going contract failures, any civil or criminal litigation or
investigation pending which involves the Contractor or in which the Contractor has
been judged guilty or liable within the last five (5) years. If there is no negative
history to disclose, the firm shall affirmatively state in its Proposal there is no
negative history to report.
Failure to comply with the terms of this provision may disqualify any proposal. The
City reserves the right to reject any proposal based upon the firm’s prior
documented history with the City or with any other party, which documents,
without limitation, unsatisfactory performance, adversarial or contentious
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demeanor, significant failures to meet contract milestones or other contractual
failures.
XI. Proposal Requirements
The proposal shall describe the methodology to be used to accomplish each of the project
tasks and services expected as defined in the Scope of Work. The Proposal shall also describe
the work that shall be necessary to satisfactorily complete the tasks and service requirements.
Please note that this Request for Proposals cannot identify each specific, individual task
required to successfully and completely implement this project. The City of Azusa relies on
the professionalism and competence of the Proposing Contractor to be knowledgeable of the
general areas identified in the Scope of Work and of adequate competence to include in its
proposal all required tasks and subtasks, personnel commitments, man hours, direct and
indirect costs, etc. The City of Azusa will not approve addenda to the Contractor’s agreement
which do not involve a substantial change from the general Scope of Work identified in this
Request for Proposal.
a. Criteria
Each Proposal Package shall consist of the format described below. Due to demands
on the time of the Selection Committee members, please limit your submittal to 25
pages and number all pages. Submittals that are longer in length or do not conform
to the submittal format described below may be removed from consideration at the
discretion of the City. The cover letter, required forms, tabs, dividers, and appendix
do not count toward the page limit. Submittals shall include:
1. One (1) printed copy marked “Original” and containing an original
signature.
2. Three (3) printed copies marked “Duplicate”.
3. One (1) complete electronic copy in pdf format on a compact disc or flash
drive.
b. Responses shall be organized into five (5) sections
1. Information/background on the Contractor
Provide a brief introduction, address the size of the firm, the number of
years in business, the availability of the firm to perform the tasks and
services requested, and the history of the firm. Include key contact
information (address, phone, fax, and email). Refer to the “Company
Background” and “Negative History” requirements listed above.
2. Key Personnel/Qualifications
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Provide a brief resume for each of the key persons proposed to work on
this project. Credentials of corporate executives or firm principals are not
necessary or desired unless these individuals will play an active role in the
proposed project. Any key sub-contractors proposed should be identified,
and information on their respective role in the project shall be included.
Refer to “Qualified Personnel” requirements listed above.
3. Past Experience/References
Refer to “Company Background” listed above.
4. Understanding of Scope of Work and Work Proposal
Demonstrate the understanding of the tasks and services requested in the
Scope of Work, and provide the Work Proposal/Approach to accomplish
the services described in this Request for Proposals.
5. Cost Proposal
The Contractor shall provide a Cost Proposal for the following items:
i. Preventive Maintenance – Total Annual Amount
ii. Emergency Response Work – Hourly labor rate and overtime labor
rate; vehicle and equipment fee schedule; material mark-up rate
iii. Underground Service Alert – Rate per occurrence
c. Due Date
All proposals must be received in the City of Azusa, City Clerk’s Office by
10:00 A.M., Thursday, January 24, 2019. 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
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All inquiries and responses to this proposal shall be submitted via mail or e-mail to:
Daniel Bobadilla, P.E.
Director of Public Works/City Engineer
City of Azusa
213 E. Foothill Boulevard
Azusa, CA 91702
dbobadilla@azusaca.gov
(626) 812-5264
Interpretations or clarifications considered necessary in response to such questions
will be resolved by the issuance of formal Addenda to the RFP (sent out by
Thursday, January 17, 2019). The deadline for all questions is Monday, January 14,
2019 at 5:00 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.
d. Delivery
Proposals must be delivered in a SEALED envelope/package and shall state the
following on the outside of the envelope: “Traffic Signal Maintenance Services”.
e. Contractor Selection
Each proposal will be reviewed by an evaluation committee to determine if it meets
the proposal requirements. Failure to meet the requirements of the Request for
Proposals may be cause for rejection of the proposal. The evaluation committee
may ask for interviews. Attendance at any such interview will be at the Proposer’s
expense. The evaluation committee will make a recommendation of the Contractor
for a contract to be awarded by the City Council.
The City reserves the right to reject any or all proposals and to determine which
proposal is, in the City’s judgment, the most responsive. The City also reserves the
right to waive any informality in any proposal and to delete certain items listed in
the proposal as set forth therein. Costs for developing, submitting, and presenting
proposals are the sole responsibility of the Proposer and claims for reimbursement
will not be accepted by the City.
f. Award of Contract
It is the City’s intent to award a single contract to the contractor that can best meet
the requirements of the Request for Proposals document. The City reserves the right
to award a contract to multiple contractors or a single contractor or to make no
award, whichever is in the best interest of the City.
g. Business License
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The successful Contractor that is awarded the contract will be required to be
licensed in accordance with the City of Azusa Business License Ordinance of the
Azusa Municipal Code.
h. Insurance Requirements
The selected Consultant shall maintain in force at all times during the performance
of this contract the following insurance policies:
1. Comprehensive General Liability, including contractual liability, products
and completed operations and business automobile liability, all of which
will include coverage for both bodily injury and property damage with a
combined single limit of $2,000,000. The City shall be named as
“additional insured” on all policies required to be furnished.
2. Professional liability coverage with limits not less than $1,000,000 per
occurrence and $2,000,000 aggregate.
3. Workers’ Compensation coverage at statutory limits.
4. The consultant shall assume liability for the wrongful or negligent acts,
errors and omissions of its officers, agents and employees and
subcontractors, and have adequate insurance to cover such negligent acts,
errors and omissions with limits of $2,000,000.
C. GENERAL TERMS AND CONDITIONS
Accompanying this RFP is Appendix A, which contains a copy of the standard City contract the
selected consultant will be required to sign for this project. Each prospective consultant is
expected to review the general terms and conditions and acknowledge their acceptance of
Appendix A in the Proposal Cover letter, or list their objections and requested revisions in the
contract requirements for City's consideration.
D. DISADVANTAGED BUSINESS ENTERPRISE (DBE) PROGRAM
PARTICIPATION REQUIREMENT
The City of Azusa is committed to fulfilling the spirit and intent of the Disadvantaged Business
Enterprise (DBE) Program regulations published under Title 49 CFR Part 26; Participation by
Disadvantaged Business Enterprises in Department of Transportation Programs. It is the policy
of the City of Azusa to ensure that disadvantaged business enterprises have equitable access to
participate in all federally funded projects. Further, it is the policy of the City of Azusa to
promote equal opportunity and nondiscrimination on the basis of race, color, sex, or national
origin in the award and/or performance of any federally funded, or in the administration of its
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DBE program or the requirements of 49 CFR Part 26. While the City is not requiring a specific
DBE participation on this contract, DBE participation may be required in future CIP contracts,
which are federally funded.
E. PRE-CONTRACTUAL EXPENSES IN RESPONDING TO THE RFP
PREPARATION
The City shall not be liable for any pre-contractual expenses incurred by any bidder or by any
selected consultant. Each bidder shall protect, defend, indemnify, and hold harmless the City
from any and all liability, claims, or expenses whosoever incurred by, or on behalf of, the entity
participating in the preparation of its response to this Request for Proposals. Pre-contractual
expenses are defined as expenses incurred by bidders and the selected consultant, if any, in:
Preparing and submitting information in response to this Request for Proposals.
Negotiations with the City on any matter related to this procurement.
Costs associated with interviews, meetings, travel or presentations
All other expenses incurred by a bidder/consultant prior to the date of award and a
formal notice to proceed.
The City reserves the right to amend, withdraw and cancel this request. The City reserves the
right to reject all responses to this request at any time prior to contract execution. The City
reserves the right to request or obtain additional information about any and all proposals.
Page 16
COST PROPOSAL SCHEDULE “A”
FLAT RATE MAINTENANCE SCHEDULE
Item Description Quantity Unit Unit Total Annual
Price Amount
I. Preventive Maintenance 45 Per intersection $ $
(Traffic Signal System: includes
safety lights & illuminated street
name signs)
II. Preventive Maintenance 8 Per location $ $
(Flashing Beacons)
III. Underground Service Alert -USA Per USA $ $
(Dig Alert Service)
Special Note: The flat rate fee represents total compensation for all labor, material,
equipment, and vehicles necessary to provide the corresponding tasks.
TOTAL PROPOSAL ITEMS (I, II, and III) $
COST PROPOSAL SCHEDULE “B”
SCHEDULED REPAIR SERVICES
Item No. Description Unit Price
1. Replace Type A Detector Loop (1 to 4 loops) $ Per loop
2. Replace Type A Detector Loop (5 or more loops) $ Per loop
3. Replace Type D Detector Loop (1 to 4 loops) $ Per loop
4. Replace Type D Detector Loop (5 or more loops) $ Per loop
5. Replace Video Detection Unit $ Per unit
6. Vehicular LED Face Replacement $ Per Face
7. Pedestrian LED Face Replacement (Countdown Display) $ Per Face
8. Replace Pedestrian Push Button $ Per Button
Special Note: The unit price represents total compensation for all labor, material,
equipment, and vehicles necessary to complete the corresponding task. For any work not
listed on Schedule B, the Contractor shall submit a cost proposal to the City prior to
performing the work.
Page 17
COST PROPOSAL SCHEDULE “C”
EMERGENCY RESPONSE SERVICES
List the position titles and responsibilities of personnel that will be providing emergency
response services to the City per this RFP.
PERSONNEL
Position Hourly Straight Time Hourly Overtime
Title: $ $
Description:
Title: $ $
Description:
Title: $ $
Description:
Title: $ $
Description:
Title: $ $
Description:
Title: $ $
Description:
Title: $ $
Description:
Title: $ $
Description:
Title: $ $
Description:
Page 18
COST PROPOSAL SCHEDULE “C”
EMERGENCY RESPONSE SERVICES
CONTINUED
VEHICLES AND EQUIPMENT
The vehicles and equipment listed hereon may not accurately reflect the rolling stock used by
your firm. For those vehicle and equipment that are not used by your firm, cross out and mark as
“N/A” to indicate that the vehicle or equipment is not available or necessary for the emergency
response services requested in this RFP.
Personnel Vehicle $ Per hour
Pickup Truck $ Per hour
Service Truck $ Per hour
Service/Ladder Truck $ Per hour
Boom/Ladder Truck $ Per hour
Crane Truck $ Per hour
Altec/Tesla Truck $ Per hour
Concrete Saw $ Per hour
$ Per hour
$ Per hour
$ Per hour
$ Per hour
$ Per hour
$ Per hour
$ Per hour
$ Per hour
$ Per hour
$ Per hour
Any equipment not listed will be paid per current Caltrans equipment rates.
MATERIAL MARK-UP
Material mark-up will not exceed _______% of supplier’s invoice price (cost) that will be
furnished to the City in any cost proposal for emergency response work.
Appendix A
Sample Contract Page 19
APPENDIX A
SAMPLE CONTRACT
Appendix A
Sample Contract Page 20
[[MODEL - REMOVE THIS TITLE WHEN USED]]
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 organization organized under the laws of the State of California with its principal place
of business at 213 East Foothill Boulevard, Azusa, California 91702-1295 ("City") and [___INSERT NAME___], a
[___[INSERT TYPE OF ENTITY - CORPORATION, PARTNERSHIP, SOLE PROPRIETORSHIP OR OTHER
LEGAL ENTITY]___] with its principal place of business at [___INSERT ADDRESS___] ("Consultant"). City
and Consultant are sometimes individually referred to 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.
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
Appendix A
Sample Contract Page 21
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 or 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 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.
Appendix A
Sample Contract Page 22
3.2.9 Laws and Regulations. 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 Insurance.
3.2.10.1 Time for Compliance. Consultant shall not commence Work 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.
3.2.10.2 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.
(B) Minimum Limits of Insurance. Consultant shall maintain limits no less
than: (1) General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage. If
Commercial General Liability Insurance or other form with general aggregate limit is used, 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: $2,000,000 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 $2,000,000 per accident for bodily injury or disease.
3.2.10.3 Professional Liability. [INCLUDE 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 $1,000,000 [INCREASE IF NECESSARY -
OTHERWISE LEAVE AS IS AND DELETE THIS NOTE] per claim, and shall be endorsed to include
contractual liability.
3.2.10.4 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 be endorsed to state
that: (1) the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional
insured with respect to the Work or operations performed by or on behalf of the Consultant, including materials,
parts or equipment furnished in connection with such work; 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.
Appendix A
Sample Contract Page 23
(B) Automobile Liability. The automobile liability policy shall be
endorsed 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.
(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 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.
3.2.10.5 Separation of Insureds; No Special Limitations. 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.
3.2.10.6 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.
3.2.10.7 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.
3.2.10.8 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 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.
3.3 Fees and Payments.
Appendix A
Sample Contract Page 24
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 City's _________________. 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 1600, 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 Accounting Records.
3.4.1 Maintenance and Inspection. 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.
3.5 General Provisions.
3.5.1 Termination of Agreement.
3.5.1.1 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.
Appendix A
Sample Contract Page 25
3.5.1.2 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.
3.5.1.3 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.
3.5.2 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 East Foothill Blvd.
Azusa, CA 91702-1295
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.
3.5.3 Ownership of Materials and Confidentiality.
3.5.3.1 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”). 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 provided to Consultant by
the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any
such use not within the purposes intended by this Agreement shall be at City’s sole risk.
3.5.3.2 Confidentiality. All ideas, memoranda, specifications, plans, procedures,
drawings, descriptions, computer program data, input record data, written information, and other Documents and
Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held
confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by
Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed 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.
Appendix A
Sample Contract Page 26
3.5.4 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.
3.5.5 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.
3.5.6 Indemnification. Consultant shall defend, indemnify and hold the City, its
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, in law or equity, to
property or persons, including wrongful death, in any manner arising out of or incident to any
alleged acts, omissions or willful misconduct of Consultant, its officials, officers, employees,
agents, consultants and contractors arising out of or in connection with the performance of the
Services, the Project or this Agreement, including without limitation the payment of all
consequential damages and attorneys fees and other related costs and expenses. Consultant shall
defend, at Consultant’s own cost, expense and risk, any and all such aforesaid suits, actions or
other legal proceedings of every kind that may be brought or instituted against City, its directors,
officials, officers, employees, agents or volunteers. Consultant shall pay and satisfy any
judgment, award or decree that may be rendered against City or its directors, officials, officers,
employees, agents or volunteers, in any such suit, action or other legal proceeding. 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 not be
restricted to insurance proceeds, if any, received by the City, its directors, officials officers,
employees, agents or volunteers. [***IF FOR DESIGN PROFESSIONAL SERVICES
(ARCHITECT, LANDSCAPE ARCHITECT, ENGINEER OR LAND SURVEYOR), USE
THE FOLLOWING ALTERNATIVE LANGUAGE AND DELETE THE ABOVE
LANGUAGE. To the fullest extent permitted by law, Contractor shall defend, indemnify and
hold the City, its 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,
in law or equity, to property or persons, including wrongful death, in any manner arising out of,
pertaining to, or relating to any negligence, errors or omissions, recklessness, or willful
misconduct of Contractor, its officials, officers, employees, agents, consultants, and contractors
arising out of or in connection with the performance of the Contractor’s Services, including
without limitation the payment of all consequential damages, expert witness fees, and attorneys
fees and other related costs and expenses. Contractor shall defend, at Contractor’s own cost,
expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every
kind that may be brought or instituted against City, its directors, officials, officers, employees,
agents, or volunteers. Contractor shall pay and satisfy any judgment, award or decree that may
be rendered against City or its directors, officials, officers, employees, agents, or volunteers, in
any such suit, action or other legal proceeding. Contractor 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.
Contractor’s obligation to indemnify shall not be restricted to insurance proceeds, if any,
received by the City, its directors, officials officers, employees, agents, or volunteers.***]
Appendix A
Sample Contract Page 27
3.5.7 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.
3.5.8 Governing Law. This Agreement shall be governed by the laws of the State of
California. Venue shall be in Los Angeles County.
3.5.9 Time of Essence. Time is of the essence for each and every provision of this Agreement.
3.5.10 City's Right to Employ Other Consultants. City reserves right to employ other
consultants in connection with this Project.
3.5.11 Successors and Assigns. This Agreement shall be binding on the successors and assigns
of the parties.
3.5.12 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.
3.5.13 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.
3.5.14 Amendment; Modification. No supplement, modification, or amendment of this
Agreement shall be binding unless executed in writing and signed by both Parties.
3.5.15 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.
3.5.16 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right
or obligation assumed by the Parties.
3.5.17 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.
3.5.18 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. 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.
3.5.19 Equal Opportunity Employment. Consultant represents that it is an equal opportunity
employer and it shall not discriminate against any subcontractor, 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
Appendix A
Sample Contract Page 28
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.
3.5.20 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 Worker's 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.
3.5.21 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.
3.5.22 Counterparts. This Agreement may be signed in counterparts, each of which shall
constitute an original.
3.6 Subcontracting.
3.6.1 Prior Approval Required. Consultant shall not subcontract any portion of the work
required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts,
if any, shall contain a provision making them subject to all provisions stipulated in this Agreement.
[SIGNATURES ON FOLLOWING PAGE]
Appendix A
Sample Contract Page 29
CITY OF AZUSA [INSERT NAME OF CONSULTANT]
By: By: ______________________________
Sergio Gonzalez [Name]
City Manager
______________________________
[Title]
Attest:
______________________________
Jeffrey L. Cornejo, Jr.
City Clerk
Approved as to Form:
______________________________
Best Best & Krieger LLP
City Attorney
A-1
EXHIBIT "A"
SCOPE OF SERVICES
[INSERT SCOPE]
B-1
EXHIBIT "B"
SCHEDULE OF SERVICES
[INSERT SCHEDULE]
EXHIBIT "C"
COMPENSATION
[INSERT RATES & AUTHORIZED REIMBURSABLE EXPENSES]