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HomeMy WebLinkAboutAgenda Packet - March 16, 2015 - CC 01.. _ *6* AZUSA NOTICE AND CALL OF A SPECIAL MEETING OF THE CITY COUNCIL OF THE CITY OF AZUSA TO THE MEMBERS OF THE CITY COUNCIL OF THE CITY OF AZUSA: NOTICE IS HEREBY GIVEN that a Special Meeting of the City Council of the City of Azusa is hereby called to be held MONDAY, MARCH 16, 2015, at 6:00 P.M. in the Azusa Auditorium located at 213 E. Foothill Blvd., Azusa, California. Said Special Meeting shall be for discussing, hearing and taking action on the items listed below: AGENDA SPECIAL MEETING OF THE CITY COUNCIL AZUSA AUDITORIUM MONDAY, MARCH 16,2013 213 EAST FOOTHILL BOULEVARD 6:00 P.M. SPECIAL MEETING AZUSA CITY COUNCIL JOSEPH R. ROCHA MAYOR ROBERT GONZALES ANGEL CARRILLO MAYOR PRO-TEM COUNCILMEMBER URIEL E. MACIAS EDWARD J.ALVAREZ COUNCILMEMBER COUNCILMEMBER 6:00 P.M. SPECIAL MEETING—RE-ORGANIZATION OF THE AZUSA CITY COUNCIL A. PRELIMINARY BUSINESS 1. Call to Order. 2. Valley Memorial Honor Guard—Vietnam Veterans. 3. Pledge to the Flag—Mr. Ray Chavira, Vietnam Veteran. 4. National Anthem—Ms. Anna Aguilar. 5. Invocation—Pastor Ariel Verayo, Jesus is Lord Church. 6. Special Music Presentation—Mariachi Juvenil Nueva Generacion. B. PUBLIC PARTICIPATION—Limited to items C, D and E. Each person or representative of a group shall be allowed to speak without interruption for up to five (5) continuous minutes, subject to compliance with applicable meeting rules. C. RESOLUTIONS DECLARING ELECTION RESULTS 1. RESOLUTIONS RECITING THE FACT OF THE GENERAL MUNICIPAL ELECTION HELD IN THE CITY OF AZUSA ON MARCH 3, 2015, DECLARING THE RESULTS AND SUCH OTHER MATTERS AS PROVIDED BY THE PROVISIONS OF LAW. RECOMMENDED ACTION: Waive further reading and adopt Resolutions No. 2015-C12 and No. 2015-C13. D. OATHS OF OFFICE, PRESENTATION OF CERTIFICATES OF ELECTION AND SEATING OF OFFICIALS 1. Oath of Office to be administered to newly elected officials: MAYOR—Joseph Romero Rocha; COUNCILMEMBER—Uriel Edward Macias; COUNCILMEMBER—Angel A. Carrillo. E. SELECTION OF A MAYOR PRO-TEM 1. Selection of Mayor Pro-tern. F. RECESS 1. The City Council will recess for a reception. 2 THERE WILL BE NO CLOSED SESSION FOR THIS MEETING. 1. No Items. NOTICE TO THE PUBLIC In compliance with Government code Section 54957.5, copies of staff reports or other written documentation relating to each item of business referred to on the Agenda are in file on the Office of the City Clerk - 213 E. Foothill Blvd.; copies for public view are in the Azusa City Library - 729 N. Dalton Ave., Azusa Police Department Lobby - 725 N. Alameda Ave., and the City of Azusa Web Page www.cLazusa.ca.us. Persons who wish to speak during the Public Participation portion of the Agenda or on a Public Hearing item, shall fill out a card requesting to speak and shall submit it to the City Clerk prior to the start of the City Council meeting. Cards submitted after 7:30 P.M. will not be accepted. 1. Call to Order 2. Roll Call G. PUBLIC PARTICIPATION This time has been set aside for persons in the audience to make public comments on items within the subject matter jurisdiction of the council/agency board that are not listed on this agenda or are listed on this agenda as an item other than a public hearing item. Members of the audience will have the opportunity to address the city council/agency board about public hearing items at the time the public hearing is held. Under the provisions of the Brown Act, the council/agency board is prohibited from taking action on oral requests, but may refer the matter to staff or to a subsequent meeting. The council/agency board will respond after public comment has been received. Each person or representative of a group shall be allowed to speak without interruption for up to five (5) continuous minutes, subject to compliance with applicable meeting rules. Questions to the speaker or responses to the speaker's questions or comments shall be handled after the speaker has completed his/her comments. Public Participation will be limited to sixty (60) minutes. H. REPORTS, UPDATES, AND ANNOUNCEMENTS FROM STAFF/COUNCIL 1. Mayor Rocha: Discussion regarding Youth Advisory Board. 2. Mayor Rocha: Request for two proclamations for Misses Elaine Dominguez and Bonnie Taguchi, who will be retiring from the Azusa Unified School District, to be presented on March 26, 2015, 4:00-6:00 p.m. at Gladstone Street Elementary School. 3. Mayor Rocha: Request for Certificates of recognition for Misses LaLisa Morgan, Alexandra Muniz and Jeannette Young, Azusa residents who were selected by Assemblymen Roger Hernandez for the "2015 Women of the Year Award." 4. Request from the Human Relations Commission (HRC) to prepare certificates of recognition for the students who participated in the Speak Up Group Training; the certificates will be presented at their meeting of April, 2015. 3 I. CONSENT CALENDAR The Consent Calendar adopting the printed recommended actions will be enacted with one vote. If Councilmembers or Staff wishes to address any item on the Consent Calendar individually, it will be considered under SPECIAL CALL ITEMS. 1. RESOLUTION AUTHORIZING PAYMENT OF WARRANTS BY THE CITY. RECOMMENDED ACTION: Adopt Resolution No. 2015-C14 allowing certain claims and demands and specifying the funds out of which the same are to be paid. 2. HUMAN RESOURCES ACTION ITEMS. RECOMMENDED ACTION: Approve Personnel Action Requests in accordance with the City of Azusa Civil Service Rules and applicable Memorandum of Understanding(s). 3. AGREEMENT BETWEEN CALIFA AND AZUSA CITY LIBRARY FOR UPGRADE OF THE BROADBAND NETWORK. RECOMMENDED ACTION: Waive formal sealed bids in accordance with Azusa Municipal Code Section 2-523 Section E, competitive bidding already completed, and approve the agreement between the Azusa City Library and Califa. 4. AUTHORIZATION TO SOLICIT REQUEST FOR PROPOSAL FOR PROFESSIONAL AUDITING SERVICES. RECOMMENDED ACTION: Authorize staff to issue a Request for Proposal ("RFP") for professional auditing services for a contract of three years with an option for a two-year extension commencing with the fiscal year ending June 30, 2015. 5. NOTICE OF COMPLETION FOR CIP PROJECT # 410-15F, THE RE-PLASTERING OF THE LARGE POOL AT THE AZUSA AQUATIC CENTER AT JAMES SLAUSON PARK. RECOMMENDED ACTION: Approve the Notice of Completion for the re-plastering of the large pool, and approve the following two change orders: Change order#1 Water line depth tile markers, and Change order#2 Pool light repair. J. SUCCESSOR AGENCY RELATED BUSINESS. 1. RESOLUTION AUTHORIZING PAYMENT OF WARRANTS BY THE SUCCESSOR AGENCY. 4 RECOMMENDED ACTION: Adopt Resolution No. 2015-R4. K. ADJOURNMENT 1. Adjourn in memory of Ms. Connie Chavira and Mr. Pete Contreras, lifelong Azusa Residents. UPCOMING MEETINGS: April 6, 2015, 6:30 p.m. Ceremonial/Closed Session, 7:30 p.m. Regular Meeting; April 20, 2015, 6:30 p.m. Ceremonial/Closed Session, 7:30 p.m. Regular Meeting. In compliance with Government Code Section 54957.5, agenda materials are available for inspection by members of the public at the following locations: Azusa City Clerk's Office - 213 E. Foothill Boulevard, Azusa City Library - 729 N. Dalton Avenue, and Azusa Police Department Lobby - 725 N. Alameda, Azusa, California. In compliance with the Americans with Disabilities Act, if you need special assistance to participate in a city meeting,please contact the City Clerk at 626-812-5229. Notification three (3) working days prior to the meeting when special services are needed will assist staff in assuring that reasonable arrangements can be made to provide access to the meeting. 5 �._.. -"� ,� =...� '-r . '�� �_�,, -z.�. xfi�rs��'_ m. :�: � 4IPOR�- " Lzus DECLARATION OF POSTING CITY COUNCIL, SUCCESSOR AGENCY TO THE FORMER REDEVELOPMENT AGENCY, AND PUBLIC FINANCING AUTHORITY AGENDA I, Alj (l. ���1Y' 7, declare that: I am an employee of the City of Azusa. On iCA:1 17 iI `5 I posted copies of the Agenda, as stated above for the meeting of ►'l;1V"%4i I',,( 2uICity213 E. Foothill Blvd.; in the Clerk's Office, the lobby of the Police Department, 725 N. Alameda Ave.; the Civic Auditorium, 213 E. Foothill Blvd.; the City Library, 729 N. Dalton Ave.; and the and the City's Web Page www.ci.azusa.ca.us. A true, correct and complete copy of the agenda which I posted is attached hereto. I completed posting of the agendas as described in Paragraph two, at b TVV - on the date of posting. Access to the agenda posted in the lobby of the Police Department and the Azusa City Library reference desk is available to members of the public during their normal business hours. The foregoing is within my personal knowledge and if called as a witness in a court of law, I could testify competently thereto. I declare under penalty of perjury that the forgoing is true and correct. EXECUTED 6111 1/1 7 ; , at Azusa, California. STAFF MEMB ' D CITY CLERK'S OFFICE CITY OF AZUSA op N(to l I HEREBY CERTIFY that I received a copy of the attached "NOTICE OF A SPECIAL MEETING" of the Azusa City Council to be held on MONDAY, MARCH 16, 2015, AT 6:00 P.M. in the Azusa Auditorium, located at 213 E. Foothill Blvd., Azusa, CA 91702. NAME DATE & TIME DELIVERED BY OA- (--i OLt-,-4— /e(IN,k) 4/4 SEPH . ROCHA, MAYOR epi (, /- ROB T GONZA� MAYOR PRO-TEM , )(1/1 at---.-..C.-,. ---.-.2 , I-i:i.A3 121,11 6‘. l ,a .tet ANGEL CARRILLO, COUNCIL MEMBER 'EL ACIAS, C• NCILMEMBER Cre-K ' �` r )214. k /01 / C l Lu..0- ,-z- / EDWARD J. ALV Z, COUNCI EMBER Is/JUANA HERNANDEZ ASSISTANT/DEPUTY CLERK Inforrna,,(3, Presented 4, REPORTS UPDATES &CO-1\1Ci1 v6v G1�'1� v G r ( H-3 STATE CAPITOL s�y} f►lllaaa L!t 1 g DISTRICT OFFICE P.Q.BOX 942849 a��sssa100 N.BARRANCA STREET SACRAMENTO.CA 94249-0048 SUITE 895 (916)319-2048 � i/i {Ai0ttfAtSi4fue WEST COVINA.CA 91791 FAX(916)3142148 (626)960-4457 FAX(626)960-1310 ROGER HERNANDEZ ASSEMBLYMEMBER FORTY-EIGHTH DISTRICT CHAIR.COMMITTEE ON LABOR AND EMPLOYMENT March 10,2015 Dear City of Azusa City Council and Staff: Every year in honor of National Women's History Month,the California State Legislature encourages our community members to utilize active roles in recognizing strong and inspirational women that have made lasting contributions within the district. I have had the distinct honor of selecting twenty-four women from all over the 48th Assembly District to be recognized at this year's 2015 Women of the Year Recognition Ceremony.It is my pleasure to share with you that LaLisa Morgan, Alexandra Muniz, and Jeanette Young have been thoughtfully selected from the City of Azusa to be recognized at this year's event. Their selflessness, commitment and unrelenting sacrifices to the populations they serve have not gone unnoticed. Each individual's actions are invaluable to our community and will remain an essential component in ensuring brighter paths for future generations. I welcome you to join me as we gather to celebrate all the nominees'exceptional service, leadership, advocacy and tremendous influence within the 48th Assembly District. 2015 Women of the Year Awards Saturday,March 28,2015 11:00 a.m. -2: 00 p.m. West Covina Senior Center 2501 East Cortez Street West Covina,CA 91791 Should you have further questions or would like to RSVP, please contact Ashley Rozatti,my Field Representative, in the District Office at(626)960-4457 or via email at Ashley.Rozatti@asm.ca.gov. Sincerely, .44.s44 ROGER HERNANDEZ Chair, Committee on Labor and Employment Assemblymember,48th District APPROVED COUNCIL MEET,nv- Dom, 2)II�r AZUSA CONSENT ITEM I-2 TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: AMELIA AYALA,DIRECTOR OF HUMAN RESOURCES&RISK MANAGEMENT VIA: TROY BUTZLAFF,ICMA-CM,CITY MANAGER DATE: MARCH 16,2015 SUBJECT: HUMAN RESOURCES ACTION ITEMS RECOMMENDATION It is recommended that the City Council approve the following Personnel Action Requests in accordance with the City of Azusa Civil Service Rules and applicable Memorandum of Understanding(s). BACKGROUND On March 10, 2015, the Personnel Board confirmed the following Department Head(s) recommendation regarding the following Personnel Action request(s). A. MERIT INCREASE AND/OR REGULAR APPOINTMENT: DEPARTMENT NAME CLASSIFICATION ACTION/EFF RANGE/STEP DATE BASE MO SALARY UTL Jesus Sanchez Water Distribution Worker III Merit Inc/Reg. Appt 5250/5 01/25/2015 $5,993.61 B. NEW APPOINTMENT: The following appointments have been requested by department heads pursuant to the Rules of The Civil Service System. DEPARTMENT NAME CLASSIFICATION EFFECTIVE DATE RANGE/STEP BASE MO. SALARY Police Phillip Brock Police Officer Trainee Pending successful 6184/1 completion of Police $4855.19 background and physical Police Christopher Gutierrez Police Office Trainee Pending successful 6184/1 completion of Police $4855.19 background and physical FISCAL IMPACT There is no fiscal impact,as positions listed are funded in approved department budgets. tijaVt4 APPROVED COUNCIL MEETING Date, IA _ AZUSA CONSENT ITEM I-4 TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL VIA: TROY L. BUTZLAFF,ICMA-CM,CITY MANAGER FROM: SUSAN PARAGAS, DIRECTOR OF FINANCE DATE: MARCH 16,2015 SUBJECT: AUTHORIZATION TO SOLICIT REQUEST FOR PROPOSAL FOR PROFESSIONAL AUDITING SERVICES SUMMARY The contract with the City's current audit firm expired at the end of FY 2013-14. City staff is seeking approval to issue a Request for Proposal ("RFP") to retain the services of a new audit firm. This action approves a scope of work and authorizes staff to solicit Requests for Proposals for Professional Auditing Services. RECOMMENDATION It is recommended that the City Council take the following action: 1) Authorize staff to issue a Request for Proposal ("RFP") for professional auditing services for a contract of three years with an option for a two-year extension commencing with the fiscal year ending June 30,2015. DISCUSSION Governmental auditing services are a specialty field with a limited number of accounting firms that specialize in governmental accounting practices. In 2010, the City awarded a contract to the audit firm of Lance, Soll & Lunghard, LLP ("LSL") for a three-year term with two additional one year extensions. The current engagement concluded with the completion of the annual fmancial audit for the fiscal year ending June 30, 2014. Consistent with Government Finance Officers Association ("GFOA") best practice, a competitive process should be undertaken to engage financial auditing services every three to five years. Request for Proposal-Professional Auditing Services March 16,2015 Page 2 In preparation for the FY 2014-15 audit, staff has completed the attached Request for Proposal (RFP) for professional independent audit services. The proposed term of engagement is three(3) years with an option to extend the contract for two (2)additional one-year terms. The proposed calendar is as follows: March 17, 2015 RFP Issued April 2,2015 Proposal Deadline April 20,2015 Contract Awarded April 22,2015 Contract Execution Staff is requesting that a RFP for Professional Auditing Services be issued and circulated immediately to acquire an audit firm in order for the FY 2014-15 Comprehensive Annual Financial Report to be completed on time. FISCAL IMPACT There is no direct impact with the approval of this item. The FY 2013-14 audits are contracted for approximately $74,000. Staff will return for Council's approval of the recommended audit firm and will include the proposed fiscal impact. Prepared by: Susan Paragas Director of Finance Attachment: Exhibit A-Request for Proposal for Professional Auditing Services EXHIBIT A OF N. VOik4 f 1111-`078. REQUEST FOR PROPOSALS FOR PROFESSIONAL AUDITING SERVICES City of Azusa Finance Department 213 E. Foothill Boulevard Azusa, CA 91702 Phone (626) 812-5203 Date of Issuance: March 17, 2015 Fax(626) 334-5464 Proposal Deadline: April 2, 2015 1 EXHIBIT A City of Azusa REQUEST FOR PROPOSALS FOR PROFESSIONAL AUDIT SERVICES TABLE OF CONTENTS I. INTRODUCTION A. General Information 4 B. Term of Engagement 5 II. NATURE OF SERVICES REQUIRED A. General 5 B. Scope of Work to be Performed 5 C. Auditing Standards to be Followed 6 D. Reports to be Issued 6 E. Irregularities and Illegal Acts 7 F. Special Considerations 7 G. Working Paper Retention and Access to Working Papers 8 III. DESCRIPTION OF THE GOVERNMENT A. City Representative 8 B. Background Information 8 C. Financial Operations 9 D. Fund Structure 9 E. Pension Plans 9 F. Availability of Prior Reports 9 IV. TIME REQUIREMENTS A. Proposal Calendar 9 B Notification and Contract Dates 10 C Audit Schedule 10 D Entrance Conferences, Progress Reporting and Exit Conference 10 E. Final Reports 10 V. ASSISTANCE TO BE PROVIDED TO THE AUDITOR AND REPORT PREPARATION A. Finance Department and Clerical Assistance 11 B. Statements and Schedules to be prepared by City Staff 11 C. Work Area and Equipment 11 VI. PROPOSAL REQUIREMENTS A. General Requirements 11 1. Inquiries 11 2. Submission of Proposals 11 2 EXHIBIT A B. Delivery of Proposal 12 C. Technical Proposal 1. General Requirements 12 2. Independence 13 3. License to Practice 13 4. Firm Qualifications and Experience 13 5. Partner, Supervisory and Staff Qualifications And Experience 13 6. Similar Engagements with Other Government Entities 14 7. Specific Audit Approach 14 8. Identification of Anticipated Potential Audit Problems 15 9. Response to City Standard Two-Party Agreement 15 D. Cost Proposal 1. Total All-Inclusive Maximum Price 15 2. Rates for Additional Professional Services 16 3. Manner of Payment 16 VII. EVALUATION PROCEDURES A. Selection Committee 16 B. Review of Proposals 16 C. Evaluation Criteria 17 1. Mandatory Elements 17 2. Technical Quality 17 3. Price 17 D. Oral Presentations 18 E. Final Selection 18 F. Right to Reject Proposals 18 APPENDICES A. Format for Schedule of Professional Fees and Expenses to 19 Support the Total All-Inclusive Maximum Price B. Sample City-Standard Two-Party Agreement 20 3 EXHIBIT A CITY OF AZUSA Request for Proposals For Professional Audit Services INTRODUCTION A. General Information The City of Azusa ("Azusa" or "City") hereby requests proposals from qualified certified public accounting firms to perform audits of the City's financial statements for the three (3) fiscal years ending June 30, 2015, June 30, 2016, and June 30, 2017 with the option of auditing the City's financial statements for each of the two (2) subsequent fiscal years. To meet the requirements of this Request for Proposal, the audit shall be performed in accordance with: 1. Generally accepted auditing standards as set forth by the American Institute of Certified Public Accountants, 2. The standards for financial audits set forth in the U. S. General Accounting Office's Government Auditing Standards (1994), 3. The provisions of the Single Audit Act of 1984 (as amended in 1996), 4. The provisions of the U. S. Office of Management and Budget (OMB) Circular A-133, audits of States, Local Governments, and Non-Profit Organizations, Audits of State and Local Governments, There is no express or implied obligation for Azusa to reimburse responding firms for any expenses incurred in preparing proposals in response to this request. Materials submitted by respondents are subject to public inspection under the California Public Records Act(California Government Code§6250, et seq.), unless exempt. To be considered, an original and five (5) copies of a proposal must be received at the Office of the Director of Finance, 213 E. Foothill Blvd., Azusa, CA 91702 not later than 5:00 p.m., April 2, 2015. Proposals submitted will be evaluated by a Selection Committee, consisting of individuals from the Finance Department and the Utility Department. During the evaluation process, the Selection Committee and the City of Azusa reserve the right, where it may serve the City's best interests, to request additional information or clarification from proposers, or to allow corrections of errors or omissions. At the discretion of the City or the Selection Committee, firms submitting proposals may be requested to make oral presentations as part of the evaluation process. The City reserves the right to retain all proposals submitted and to use any ideas in a proposal, regardless of whether that proposal is selected. Submission of a proposal indicates acceptance by the proposing firm of the conditions contained in this Request for Proposals, unless clearly and specifically noted in the proposal submitted and confirmed in the contract between the City and the firm selected. The City has a standard two-party agreement, a copy of which is attached, and any objections to the form of agreement must be specifically noted in the proposal. Please note the insurance requirement in the form of agreement. 4 EXHIBIT A It is anticipated the selection of a firm will be completed by April 14, 2015. Following the notification of the selected firm and City Council approval, it is expected a final contract will be executed between both parties by May 5, 2015. The City reserves the right to reject any or all proposals, to waive any non-material irregularities or information in any proposal, and to accept or reject any items or combination of items. B. Term of Engagement A three (3) year contract is contemplated, with an option to extend the contract for two(2)additional one(1)year terms. Each extension of the contract is subject to the review and recommendation of the City Manager or his or her designee, the satisfactory negotiation of terms (including a price acceptable to the City), and annual availability of an appropriation. II. NATURE OF SERVICES REQUIRED A. General The City of Azusa is soliciting the services of qualified certified public accountant firms to audit its financial statements for the fiscal years ending June 30, 2015, June 30, 2016, and June 30, 2017, with the option to extend the contract for each of the two (2) subsequent fiscal years. The audits are to be performed in accordance with the provisions contained herein. B. Scope of Work to be Performed The City desires an annual Comprehensive Annual Financial Report ("CAFR") to be prepared by the independent auditor. The City plans to submit each CAFR to the Government Finance Officers Association ("GFOA") for review in the GFOA Certificate of Achievement for Excellence in Financial Reporting program. The selected independent auditor will be required to perform the following tasks: 1. The audit firm will perform an audit of all funds of the City. The audit shall be conducted in accordance with auditing standards generally accepted in the United States of America and Government Auditing Standards, issued by the Comptroller of the United States. The City's Comprehensive Annual Financial Report will be prepared and printed by the audit firm. Additionally, the digital/electronic version of the CAFR shall be made available. The audit firm will render the auditors' report on the basic financial statements which will include both Government-Wide Financial Statements and Fund Financial Statements. The audit firm will also apply limited audit procedures to Management's Discussion and Analysis ("MD&A")and required supplementary information pertaining to the General Fund and each major fund of the City. 2. The audit firm will perform a single audit on the expenditures of federal grants in accordance with OMB Circular A-133 and render the appropriate audit reports on Internal Control over Financial Reporting based upon the 5 EXHIBIT A audit of the City's financial statements in accordance with Government Auditing Standards and the appropriate reports on compliance with Requirements Applicable to each Major Program, Internal Control over Compliance and on the Schedule of Expenditures of Federal Awards in Accordance with OMB Circular A-133. The single audit report will include appropriate schedule of expenditures of federal awards, footnotes, findings and questioned costs, including reportable conditions and material weaknesses, and follow up on prior audit findings where required. 3. The audit firm shall perform agreed-upon review procedures pertaining to the City's GANN Limit (Appropriations Limit) and render a letter annually to the City regarding compliance. 4. The audit firm shall issue a separate "management letter" that includes recommendations for improvements in internal control, accounting procedures and other significant observations that are considered to be non-reportable conditions. Management letters shall be addressed to the City Manager. 5. The audit firm will prepare and print the financial statements for the Azusa Public Financing Authority ("APFA"). Additionally, the digital/electronic version of the report shall be made available. 6. The audit firm will prepare and print the financial statements for each of the City's Community Facilities Districts ("CFD"): Mountain Cove and Rosedale. Additionally, the digital/electronic versions of these reports shall be made available. 7. The audit firm may be consulted occasionally throughout the year as an information resource. The auditors are to provide guidance on implementation of GASB requirements and specifics of Federal and State regulations as they may affect local government accounting. C. Auditing Standards to be Followed To meet the requirements of this request for proposals, the audit shall be performed in accordance with generally accepting auditing standards as set forth by the American Institute of Certified Public Accountants, the standards for financial audits set forth in the U.S. General Accounting Office's Government Auditing Standards (2007), the provisions of the Single Audit Act Amendments of 1996 and the provisions of U.S. Office of Management and Budget (OMB) Circular A-133, Audits of State and Local Governments and Non-Profit Organizations. D. Reports to be Issued Following the completion of the audit of the fiscal year's financial statements, the auditor shall issue: 1. A report on the fair presentation of the financial statements in conformity with generally accepted accounting principles. 2. A report on the internal control structure based on the auditors' understanding of the control structure and assessment of control risk. 3. A report on compliance with applicable laws and regulations. 6 EXHIBIT A 4. An "in-relation-to" report on the schedule of expenditures of federal awards. 5. A report on the internal control structure used in administering federal grants (this report may be combined with report number 2). 6. A report on compliance with specific requirements applicable to the expenditures of federal grants. 7. A report on compliance with specific requirements applicable to non-major federal grants(this report may be combined with report number 6). 8. A report on compliance with general requirements for both major and non- major federal grants. 9. Agreed-upon procedures reports regarding verification of the Gann limit. In the required report(s) on internal controls, the auditor shall communicate any reportable conditions found during the audit. A reportable condition shall be defined as a significant deficiency in the design or operation of the internal control structure, which could adversely affect the organization's ability to record, process, summarize and report financial data consistent with the assertions of management in the financial statements. Reportable conditions that are also material weaknesses shall be identified as such in the report. Non-reportable conditions discovered by the auditors shall be reported in a separate letter to management,which shall be referred to in the report(s)on internal controls. The reports on compliance shall include all instances of noncompliance. E. Irregularities and Illegal Acts Auditors shall be required to make an immediate, written report of all irregularities and illegal acts or indications of illegal acts of which they become aware to the following parties: City Manager, City Attorney and Director of Finance. F. Special Considerations 1. The City will send its CAFR to the GFOA for review in their certificate award program. It is anticipated that the auditor will perform their procedures with a level of review designed to help assure that the City will meet the requirements and time deadline of this program. 2. The City routinely prepares one or more official statements in connection with the sale of debt securities, which will contain the financial statement and the auditor's report thereon. The auditor shall be required at no additional cost, if requested by the fiscal advisor and/or the underwriter, to issue a "consent and citation of expertise" as the auditor and any necessary"comfort letters." 7 EXHIBIT A 3. The schedule of expenditures of federal awards related auditor's report, as well as the reports on the internal controls and compliance are not to be included in the Comprehensive Annual Financial Report, but are to be issued separately. G. Working Paper Retention and Access to Working Papers All working papers and reports must be retained, at the auditor's expense, for a minimum of three (3) years, unless the firm is notified in writing by the City of the need to extend the retention period. The auditor will be required to make working papers available, upon request, to the following parties or their designees: • City of Azusa • Parties designated by the federal or state government or by the City as part of an audit quality review process. • Auditors of entities of which the City is a sub-recipient of grant funds. In addition, the firm shall respond to the reasonable inquiries of successor auditors and allow successor auditors to review working papers relating to matters of continuing accounting significance. III. DESCRIPTION OF THE GOVERNMENT A. City Representative The auditor's principal contact with the City will be Susan Paragas, Director of Finance or a designated representative, who will coordinate the assistance to be provided by the City to the auditor. B. Background Information The City of Azusa serves an area of 9.1 square miles with a population of approximately 45,000. The City's fiscal year begins on July 1 and ends on June 30. The City operates and maintains a full range of municipal services. The City contracts fire services from the Los Angeles County Fire Authority. The City has approximately 242 authorized full-time and approximately 55 full-time equivalent part-time staff positions, with a total payroll exceeding $37 Million. The City's FY2014-15 general fund operating budget was$35.5 million. The City is organized into eleven departments and agencies. The accounting and financial reporting functions of the City are centralized. More detailed information on the government and its finances can be found in the 2014-15 Annual Budget and the 2013-14 Comprehensive Annual Financial Report. 8 EXHIBIT A C. Financial Operations The City's Finance Department is headed by Susan Paragas, Director of Finance, and consists of 9 employees. D. Fund Structure The City uses the following fund types and account groups in its financial reporting: Fund Type Number of Funds General Fund 1 Special Revenue Funds 20 Debt Service Funds 1 Capital Project Funds 3 Enterprise Funds 4 Internal Service Funds 5 Agency Funds 3 E. Pension Plans The City participates in the California Public Employees Retirement System ("PERS"), an agent multiple-employer plan. Actuarial services for the plan are provided by PERS. The City also contributes to the Public Agency Retirement System (PARS), a defined contribution pension plan provided and administered by the Public Agency Retirement System Alternate Retirement System Plan for employees not eligible to participate in PERS. In addition, the City contributes to the PARS Retirement Enhancement Plan only for covered positions. F. Availability of Prior Audit Reports and Working Papers Interested proposers who wish to review prior years' audit reports and management letters should contact Dave Nguyen, Senior Accountant, at either 213 E. Foothill Blvd., Azusa, CA 91702, dnguyen@ci.azusa.ca.us or (626) 812-5312. The City will use its best efforts to make prior audit reports and supporting working papers available to proposers to aid their response to this request for proposals. NOTE: Prior audit reports can also be found on the City's website, www.ci.azusa.ca.us IV. TIME REQUIREMENTS A. Proposal Calendar The following is a list of key dates up to and including the date proposals are due to be submitted: Request for Proposal Issued March 17, 2015 Due Date for Proposals April 2, 2015 9 EXHIBIT A B. Notification and Contract Dates Staff Recommendation to City Council on or before April 20, 2015 Contract Date by April 22, 2015 C. Audit Schedule The planning phase of the audit engagement may commence upon receipt of a Notice to Proceed to be issued after award by City Council and execution of a City standard form of agreement. The audit firm selected shall provide the City with an audit plan and a list of schedules to be prepared by City personnel prior to the beginning of fieldwork. Interim fieldwork would be expected to be performed by in June for FY 2014-15 and in April for subsequent years with the final phase of fieldwork commencing in the second week of October. The City will attempt to have the books closed and all agreed upon schedules available for the auditors by October 1. The auditor shall have drafts of the final reports and recommendations to management available for review by the City by the following dates: City of Azusa CAFR November 10 APFA Report December 15 CFD Reports December 15 Single Audit February 15 D. Entrance Conferences, Progress Reporting and Exit Conferences An entrance conference should be scheduled prior to beginning interim fieldwork. Progress reports are expected on at least a monthly basis to the Director of Finance. An exit conference to summarize the results of fieldwork and to review significant findings is expected on the last day of fieldwork or shortly thereafter. E. Final Reports The Finance Department will complete its review of the draft report as expeditiously as possible. This process is not expected to exceed two (2) weeks. During that period, the auditor should be available for any meetings that may be necessary to discuss the drafts. Once all issues for discussion are resolved, the auditor shall publish, produce and deliver to City fifteen (15) bound copies of the Comprehensive Annual Financial Report as well as providing an electronic copy. It is anticipated that this process will be completed and the final reports delivered by the following dates: City of Azusa CAFR November 30 APFA Report December 31 CFD Reports December 31 Single Audit February 28 10 EXHIBIT A V. ASSISTANCE TO BE PROVIDED TO THE AUDITOR AND REPORT PREPARATION A. Finance Department Assistance The Finance Department staff and responsible personnel will be available during the audit to assist the firm by providing information, documentation and explanations. The preparation of confirmations will be the responsibility of the City, with the assistance of the auditor. City Staff will assist the auditors in identifying and locating supporting documentation. B. Statements and Schedules to be Prepared by the Staff of the City The City will prepare statements and schedules for the auditor as requested. C. Work Area, Telephones, Photocopying and FAX Machines The City will provide the auditor with reasonable work space, desks and chairs. The auditor will also be provided with access to an internet line, photocopying machine, and FAX machine. Long distance telephone and/or FAX communications costs will be charged to the auditor. VI. PROPOSAL REQUIREMENTS A. General Requirements 1. Inquiries Inquiries regarding this proposal process and submittals should be directed to: Dave Nguyen, Senior Accountant City of Azusa 213 E. Foothill Blvd. Azusa, CA 91702 (626) 812-5200, extension 5312 dnguyen@ci.azusa.ca.us 2. Submission of Proposals One original and five (5) copies of the Technical Proposal are required to be received by 5:00 P.M. on April 2, 2015 for the proposing firm to be considered. a. Title Page Title page showing the request for proposals subject; the firm's name; the name, address and telephone number of the contact person; and the date of 11 EXHIBIT A the proposal. b. Table of Contents c. Transmittal Letter A signed letter of transmittal briefly stating the audit firm's understanding of the work to be done, the commitment to perform the work within the time period, a statement why the firm believes it to be best qualified to perform the engagement and a statement that the proposal is a firm offer for five years. d. Appendices or Exhibits Include as needed. THERE SHOULD BE NO DOLLAR UNITS OR TOTAL COSTS INCLUDED IN THE TECHNICAL PROPOSAL SECTION B. Delivery of Proposals Proposers should send the completed proposal consisting of the two separate envelopes to the following address: City of Azusa Dave Nguyen, Senior Accountant 213 E. Foothill Blvd. Azusa, CA 91702 C. Technical Proposal 1. General Requirements The purpose of the proposal is to demonstrate the qualifications, competence and capacity of the firms seeking to undertake an independent audit of the City in conformity with the requirements of this request for proposals. As such, the substance of proposals will carry more weight than their form or manner of presentation. The technical proposal should demonstrate the qualifications of the firm and of the particular staff to be assigned to this engagement. It should also specify an audit approach that will meet the request for proposal requirements. The technical proposal should address all the points outlined in the request for proposals. Cost information should only be included in the Cost Proposal section. The proposal should be prepared simply and economically, providing a straight-forward, concise description of the proposer's capabilities to satisfy the requirements of the request for proposals. While additional data may be presented, the following subjects, items No. 2 through 9, must be included. They represent the criteria against which the proposal will be evaluated. The information may be presented in the body of the text or as appendices. TECHNICAL PROPOSALS ARE NOT TO EXCEED TWENTY-FIVE (25) PAGES 12 EXHIBIT A 2. Independence The firm should provide an affirmative statement that it is independent of the City as defined by generally accepted auditing standards/the U.S. General Accounting Office's Government Auditing Standards (2007). The firm also should provide an affirmative statement that it is independent of all of the component units of the City as defined by those same standards. The firm should also list and describe the firm's professional relationships involving the City or any of its component units/agencies, for the past five (5) years, together with a statement explaining why such relationships do not constitute a conflict of interest relative to performing the proposed audit. In addition, the firm shall give the City written notice of any professional relationships entered into during the period of this agreement. 3. License to Practice in the State of California. An affirmative statement should be included that the firm and all assigned key professional staff are properly licensed to practice in the State of California. 4. Firm Qualifications and Experience The proposal should state the size of the firm, the size of the firm's governmental audit staff, the location of the office from which the work on this engagement is to be performed and the number and nature of the professional staff to be employed in this engagement. If the proposer is a joint venture or consortium, the qualifications of each firm comprising the joint venture or consortium should be separately identified and the firm that is to serve as the principal auditor should be noted, if applicable. The firm is required to include a summarization of the results of its most recent external quality control review, with a statement whether that quality control review included a review of specific government engagements. The firm shall provide information on the results of any Federal or State desk reviews or field reviews of its audits during the past three (3) years. In addition, the firm shall provide information on the circumstances and status of any disciplinary action taken or pending against the firm during the past three (3) years with State regulatory bodies or professional organizations. 5. Partner, Supervisory and Staff Qualifications and Experience The firm should identify the principal supervisory and management staff, including engagement partner, manager, other supervisors and specialists, who would be assigned to the engagement and indicate whether each such person is register or licensed to practice as a certified public accountant in the State of California. The firm should provide information on the government auditing experience of each person, including information on relevant continuing professional education for the past three (3) years and membership in professional organizations relevant to the performance of this audit. 13 EXHIBIT A The firm should provide as much information as possible regarding the number, qualifications, experience and training, including relevant continuing professional education, of the specific staff to be assigned to this engagement. The firm should indicate how the quality of staff over the term of the agreement will be assured. Engagement partners, managers, other supervisory staff and specialists may be changed if those personnel leave the firm, are promoted or are assigned to another office. These personnel may also be changed for other reasons with the express prior written permission of the City. However, in either case, the City retains the right to approve or reject replacements. Consultants and firm specialists mentioned in response to this request for proposal can only be changed with the express prior written permission of the City, which retains the right to approve or reject replacements. Other audit personnel may be changed at the discretion of the proposer provided that replacements have substantially the same or better qualifications or experience. 6. Similar Engagements with Other Government Entities For the firm's office that will be assigned responsibility for the audit, list the most significant engagements (maximum of 5) performed in the last five years that are similar to the engagement described in this request for proposal. These engagements should be ranked on the basis of total staff hours. Indicate the scope or work, date, engagement partners, total hours, and the name and telephone number of the principal client contact. 7. Specific Audit Approach The proposal should set forth a summarized work plan, including an explanation of the audit methodology to be followed, to perform the services required in Section II of this request for proposal. The work plan should reference such sources of information as the City budget and related materials, organizational charts, manuals and programs, and financial and other management information systems. Proposers will be required to provide the following information on their audit approach: a. Proposed segmentation of the engagement b. Level of staff and number of hours to be assigned to each proposed segment of the engagement c. Sample size and the extent to which statistical sampling is to be used in the engagement d. Approach to be taken to gain and document an understanding of the City's internal control structure e. Approach to be taken in determining laws and regulations that will be subject to audit test work 14 EXHIBIT A f. Approach to be taken in drawing audit sample for purposes of tests of compliance 8. Identification of Anticipated Potential Audit Problems The proposal should identify and describe any anticipated potential audit problems, the firm's approach to resolving these problems and any special assistance that will be requested from the City. 9. Response to City Standard Two-Party Agreement Note any objections to the City's standard two-party agreement. City's standard form of agreement shall be the basis of the agreement between the City and the firm selected. The firm awarded the contract will be expected to execute the attached professional services agreement in substantial form to that attached as Exhibit A to this RFP. COSTS SHOULD ONLY BE INCLUDED IN THE COST PROPOSAL SECTION D. Cost Proposal This section should be last and separately identified with a total page. All dollar units and/or total costs should be shown in this section, not in the technical proposal. The proposer shall submit one original and five (5) copies of a dollar cost bid in a separate sealed envelope marked as follows: SEALED DOLLAR COST PROPOSAL FOR CITY OF AZUSA FOR PROFESSIONAL AUDITING SERVICES 1. Total All-Inclusive Maximum Price The sealed dollar cost bid shall contain all pricing information relative to performing the audit engagement for each of the five (5) contract years as described in this request for proposal. The total all-inclusive maximum price to be bid is to contain all direct and indirect costs including all out-of-pocket expenses. The City will not be responsible for expenses incurred in preparing and submitting the technical proposal or the sealed dollar cost bid. Such costs shall not be included in the proposal. The first page of the sealed dollar cost bid shall include the following information: a. Name of Firm 15 EXHIBIT A b. Certification that the person signing the proposal is entitled to represent the firm, empowered to submit the bid, and authorized to sign a contract with the City of Azusa. c. A Total All-Inclusive Maximum Price for the FY 2014-15, FY 2015-16, and FY 2016-17 engagements and the option years for FY 2017-18 and FY 2018-19. 2. Rates for Additional Professional Services If it should become necessary for the City to request the auditor to render any additional services to either supplement the services requested in this RFP or to perform additional work as a result of the specific recommendations included in any report issued on this engagement, then such additional work shall be performed only if set forth in an addendum to the contract between the City and the firm. Any such additional work agreed to between the City and the firm shall be performed at the same rates set forth in the schedule of fees and expenses included in the sealed dollar cost bid. 3. Manner of Payment Progress payments will be made on the basis of hours of work completed during the course of the engagement and out-of-pocket expenses incurred in accordance with the firm's dollar cost bid proposal. Interim billing shall cover a period of not less than a calendar month. The final ten percent (10%) of the Total All-Inclusive Maximum Price will be paid upon delivery of the firm's final reports. VII. EVALUATION PROCEDURES A. Selection Committee Proposals submitted will be evaluated by a Selection Committee consisting of individuals from the Finance Department other internal departments and/or external agencies. B. Review of Proposals The Selection Committee will use a point formula during the review process to score proposals. Each member of the Selection Committee will first score each technical proposal by each of the criteria described in Section VII C below. The full Selection Committee will then convene to review and discuss these evaluations and to combine the individual scores to arrive at a composite technical score for each firm. At this point, firms with an unacceptable low technical score will be eliminated from further consideration. After the composite technical score for each firm has been established, the cost proposals will be reviewed and additional points will be added to the technical score based on the price bid. The maximum score for price will be assigned to the firm offering the lowest Total All-Inclusive Maximum Price. The City reserves the right to retain all proposals submitted and use any idea in a 16 EXHIBIT A proposal regardless of whether the proposal is selected. C. Evaluation Criteria Proposals will be evaluated using three sets of criteria. Firms meeting the mandatory criteria will have their proposals evaluated for technical qualification. Only those firms meeting minimum technical qualifications will be evaluated for price. The following represent the principal selection criteria which will be considered during the evaluation process. 1. Mandatory Elements a. The audit firm is independent and licensed to practice in the State of California. b. The firm has no conflict of interest with regard to any other work performed by the firm for the City. c. The firm adheres to the instructions to this request for proposal on preparing and submitting the proposal. d. The firm has a record of quality audit work. 2. Technical Quality(Maximum Points- 80) a. Expertise and Experience i. The firm's past experience and performance on comparable government engagements with an emphasis on local experience. ii. The quality of the firm's professional personnel to be assigned to the engagement and the quality of the firm's management support personnel to be available for technical consultation. iii. The firm's past experience in meeting GFOA requirements to receive CAFR award. iv. Experience in providing on-going financial consulting services to municipalities. b. Audit Approach i. Adequacy of proposed staffing plan for various segments of the engagement. ii. Adequacy of sampling techniques iii. Adequacy of analytical procedures 3. Price(Maximum Points-20) COST WILL NOT BE THE PRIMARY FACTOR IN THE SELECTION OF AN AUDIT FIRM 17 ATTACHMENT A CITY OF AZUSA PROFESSIONAL SERVICES AGREEMENT 1. PARTIES AND DATE. This Agreement is made and entered into this day of , 20 by and between the City of Azusa, a municipal corporation organized under the laws of the State of California with its principal place of business at 213 East Foothill Boulevard, Azusa, California 91702 ("City") and [INSERT NAME OF COMPANY], a [INSERT TYPE OF BUSINESS: CORPORATION; LIMITED LIABILITY COMPANY; ETC.] with its principal place of business at [INSERT ADDRESS] ("Consultant"). City and Consultant are sometimes individually referred to herein as"Party"and collectively as"Parties." 2. RECITALS. 2.1 Consultant. Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing [INSERT TYPE OF SERVICES] services to public clients, is licensed in the State of California, and is familiar with the plans of City. 2.2 Project. City desires to engage Consultant to render such services for the [INSERT NAME OF PROJECT] project("Project") as set forth in this Agreement. 3. TERMS. 3.1 Scope of Services and Term. 3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional [INSERT TYPE OF SERVICES] consulting services necessary for the Project ("Services"). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 3.1.2 Term. The term of this Agreement shall be from [INSERT START DATE] to [INSERT ENDING DATE], unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. The Parties may,by mutual written consent, extend the term of this Agreement if necessary to complete the Services. 8513273_1 Al ATTACHMENT A [INSERT NAME OF COMPANY] Page 2 of[INSERT LAST PAGE OF AGREEMENT] 3.2 Responsibilities of Consultant. 3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 3.2.2 Schedule of Services. Consultant shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit "B" attached hereto and incorporated herein by reference. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, City shall respond to Consultant's submittals in a timely manner. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.2.3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of City. 3.2.4 Substitution of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant at the request of the City. The key personnel for performance of this Agreement are as follows: [INSERT NAMES]. 3.2.5 City's Representative. The City hereby designates [INSERT NAME OR TITLE], or his or her designee, to act as its representative for the performance of this Agreement ("City's Representative"). City's Representative shall have the power to act on behalf of the City for all purposes under this Contract. Consultant shall not accept direction or orders from 8513273_1 A2 ATTACHMENT A [INSERT NAME OF COMPANY] Page 3 of[INSERT LAST PAGE OF AGREEMENT] any person other than the City's Representative or his or her designee. 3.2.6 Consultant's Representative. Consultant hereby designates [INSERT NAME OR TITLE], or his/her designee, to act as its representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his/her best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.2.7 Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times. 3.2.8 Standard of Care; Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. Any employee of the Consultant or its sub-consultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property,or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project. 3.2.9 Period of Performance and Liquidated Damages. Consultant shall perform and complete all Services under this Agreement within the term set forth in Section 3.1.2 above ("Performance Time"). Consultant shall also perform the Services in strict accordance with any completion schedule or Project milestones described in Exhibits "A" or "B" attached hereto, or which may be separately agreed upon in writing by the City and Consultant ("Performance Milestones"). Consultant agrees that if the Services are not completed within the aforementioned Performance Time and/or pursuant to any such Project Milestones developed pursuant to provisions of this Agreement, it is understood, acknowledged and agreed that the City will suffer damage. [***INCLUDE THE FOLLOWING SENTENCE ONLY IF YOU'RE INCLUDING LD'S — DELETE OTHERWISE — DON'T SIMPLY INSERT $0; ALSO DELETE "AND LIQUIDATED DAMAGES" FROM TITLE OF SECTION***]Pursuant to Government Code Section 53069.85, Consultant shall pay to the City as fixed and liquidated damages the sum of 8513273_1 A3 ATTACHMENT A [INSERT NAME OF COMPANY] Page 4 of[INSERT LAST PAGE OF AGREEMENT] [***INSERT WRITTEN DOLLAR AMOUNT***] Dollars ($[***INSERT NUMERICAL DOLLAR AMOUNT***]) per day for each and every calendar day of delay beyond the Performance Time or beyond any Project Milestones established pursuant to this Agreement. 3.2.10 Laws and Regulations; Employee/Labor Certifications. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws,rules or regulations. 3.2.10.1 Employment Eligibility; Consultant. By executing this Agreement, Consultant verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time. Such requirements and restrictions include, but are not limited to, examination and retention of documentation confirming the identity and immigration status of each employee of the Consultant. Consultant also verifies that it has not committed a violation of any such law within the five (5) years immediately preceding the date of execution of this Agreement, and shall not violate any such law at any time during the term of the Agreement. Consultant shall avoid any violation of any such law during the term of this Agreement by participating in an electronic verification of work authorization program operated by the United States Department of Homeland Security, by participating in an equivalent federal work authorization program operated by the United States Department of Homeland Security to verify information of newly hired employees, or by some other legally acceptable method. Consultant shall maintain records of each such verification, and shall make them available to the City or its representatives for inspection and copy at any time during normal business hours. The City shall not be responsible for any costs or expenses related to Consultant's compliance with the requirements provided for in Section 3.2.10 or any of its sub-sections. 3.2.10.2 Employment Eligibility; Subcontractors, Consultants, Sub- subcontractors and Subconsultants. To the same extent and under the same conditions as Consultant, Consultant shall require all of its subcontractors, consultants, sub-subcontractors and subconsultants performing any work relating to the Project or this Agreement to make the same verifications and comply with all requirements and restrictions provided for in Section 3.2.10.1. 3.2.10.3 Employment Eligibility; Failure to Comply. Each person executing this Agreement on behalf of Consultant verifies that they are a duly authorized officer of Consultant, and understands that any of the following shall be grounds for the City to terminate the Agreement for cause: (1) failure of Consultant or its subcontractors, consultants, 8513273_1 A4 ATTACHMENT A [INSERT NAME OF COMPANY] Page 5 Of[INSERT LAST PAGE OF AGREEMENT] sub-subcontractors or subconsultants to meet any of the requirements provided for in Sections 3.2.10.1 or 3.2.10.2; (2) any misrepresentation or material omission concerning compliance with such requirements (including in those verifications provided to the Consultant under Section 3.2.10.2); or (3) failure to immediately remove from the Project any person found not to be in compliance with such requirements. 3.2.10.4 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Workers' Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.2.10.5 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subconsultant, employee or applicant for employment because of race,religion, color,national origin,handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.2.10.6 Air Quality. To the extent applicable, Consultant must fully comply with all applicable laws, rules and regulations in furnishing or using equipment and/or providing services, including, but not limited to, emissions limits and permitting requirements imposed by the South Coast Air Quality Management District (SCAQMD) and/or California Air Resources Board (CARB). Although the SCAQMD and CARB limits and requirements are more broad, Consultant shall specifically be aware of their application to "portable equipment", which definition is considered by SCAQMD and CARB to include any item of equipment with a fuel-powered engine. Consultant shall indemnify City against any fines or penalties imposed by SCAQMD, CARB, or any other governmental or regulatory agency for violations of applicable laws, rules and/or regulations by Consultant, its subconsultants, or others for whom Consultant is responsible under its indemnity obligations provided for in this Agreement. 3.2.10.7 Water Quality. (A) Management and Compliance. To the extent applicable, Consultant's Services must account for, and fully comply with, all local, state and federal laws, rules and regulations that may impact water quality compliance, including, without limitation, all applicable provisions of the Federal Water Pollution Control Act (33 U.S.C. §§ 1300); the California Porter-Cologne Water Quality Control Act (Cal Water Code §§ 13000-14950); laws, rules and regulations of the Environmental Protection Agency, the State Water Resources Control Board and the Santa Ana Regional Water Quality Control Board; the City's ordinances regulating discharges of storm water; and any and all regulations, policies, or permits issued 8513273_1 A5 ATTACHMENT A [INSERT NAME OF COMPANY] Page 6 of[INSERT LAST PAGE OF AGREEMENT] pursuant to any such authority regulating the discharge of pollutants, as that term is used in the Porter-Cologne Water Quality Control Act,to any ground or surface water in the State. (B) Liability for Non-compliance. Failure to comply with the laws, regulations and policies described in this Section is a violation of law that may subject Consultant or City to penalties, fines, or additional regulatory requirements. Consultant shall defend, indemnify and hold the City, its directors, officials, officers, employees, volunteers and agents free and harmless,pursuant to the indemnification provisions of this Agreement, from and against any and all fines, penalties, claims or other regulatory requirements imposed as a result of Consultant's non-compliance with the laws, regulations and policies described in this Section, unless such non-compliance is the result of the sole established negligence, willful misconduct or active negligence of the City, its officials, officers, agents, employees or authorized volunteers. (C) Training. In addition to any other standard of care requirements set forth in this Agreement, Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them without impacting water quality in violation of the laws, regulations and policies described in this Section. Consultant further warrants that it, its employees and subcontractors will receive adequate training, as determined by City, regarding the requirements of the laws, regulations and policies described in this Section as they may relate to the Services provided under this Agreement. Upon request, City will provide Consultant with a list of training programs that meet the requirements of this paragraph. 3.2.11 Insurance. 3.2.11.1 Time for Compliance. Consultant shall not commence Services under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the City that the subcontractor has secured all insurance required under this section. 3.2.11.2 Minimum Requirements. Consultant shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Consultant, its agents, representatives, employees or subcontractors. Consultant shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage: (A) Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); and(3) Workers' Compensation and Employer's Liability: Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. The policy shall not 8513273_1 A6 ATTACHMENT A [INSERT NAME OF COMPANY] Page 7 of[INSERT LAST PAGE OF AGREEMENT] contain any exclusion contrary to the Agreement, including but not limited to endorsements or provisions limiting coverage for(1) contractual liability (including but not limited to ISO CG 24 26 or 21 29); or(2) cross liability for claims or suits by one insured against another. (B) Minimum Limits of Insurance. Consultant shall maintain limits no less than: (1) General Liability: [CONTACT RISK MANAGEMENT TO CONFIRM AMOUNT; TYPICAL MINIMUM IS $1 MILLION,BUT AMOUNT OF INSURANCE REQUIRED DEPENDS ON NATURE OF CONTRACT AND RISK TO CITY]$1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used including, but not limited to, form CG 2503, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: [CONTACT RISK MANAGEMENT TO CONFIRM AMOUNT; TYPICAL MINIMUM IS $1 MILLION, BUT AMOUNT OF INSURANCE REQUIRED DEPENDS ON NATURE OF CONTRACT AND RISK TO CITY]$1,000,000 per accident for bodily injury and property damage; and (3) Workers' Compensation and Employer's Liability: Workers' Compensation limits as required by the Labor Code of the State of California. Employer's Liability limits of[CONTACT RISK MANAGEMENT TO CONFIRM AMOUNT; TYPICAL MINIMUM IS $1 MILLION, BUT AMOUNT OF INSURANCE REQUIRED DEPENDS ON NATURE OF CONTRACT AND RISK TO CITY]$1,000,000 per accident for bodily injury or disease. Defense costs shall be paid in addition to the limits. (C) Notices; Cancellation or Reduction of Coverage. At least fifteen(15) days prior to the expiration of any such policy, evidence showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or materially reduced, Consultant shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, the City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by the City will be promptly reimbursed by Consultant or the City may withhold amounts sufficient to pay premium from Consultant payments. In the alternative,the City may suspend or terminate this Agreement. 3.2.11.3 Professional Liability. [INCLUDE THIS SUBSECTION ONLY IF APPLICABLE - DELETE OTHERWISE] Consultant shall procure and maintain, and require its sub-consultants to procure and maintain, for a period of five (5) years following completion of the Project, errors and omissions liability insurance appropriate to their profession. Such insurance shall be in an amount not less than [CONTACT RISK MANAGEMENT TO CONFIRM AMOUNT; TYPICAL MINIMUM IS $1 MILLION, BUT AMOUNT OF INSURANCE REQUIRED DEPENDS ON NATURE OF CONTRACT AND RISK TO CITY]$1,000,000 per claim, and shall be endorsed to include contractual liability. Defense costs shall be paid in addition to limits. 3.2.11.4 Insurance Endorsements. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms supplied or 8513273_1 A7 ATTACHMENT A [INSERT NAME OF COMPANY] Page 8 of[INSERT LAST PAGE OF AGREEMENT] approved by the City to add the following provisions to the insurance policies: (A) General Liability. The general liability policy shall include or be endorsed (amended) to state that: (1) using ISO CG forms 20 10 and 20 37, or endorsements providing the exact same coverage, the City of Azusa, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insured with respect to the Services or ongoing and complete operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work; and (2) using ISO form 20 01, or endorsements providing the exact same coverage, the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying coverage. Any excess insurance shall contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benefit of the City, before the City's own primary insurance or self-insurance shall be called upon to protect it as a named insured. Any insurance or self-insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Consultant's insurance and shall not be called upon to contribute with it in any way. Notwithstanding the minimum limits set forth in Section 3.2.11.2(B), any available insurance proceeds in excess of the specified minimum limits of coverage shall be available to the parties required to be named as additional insureds pursuant to this Section 3.2.11.4(A). (B) Automobile Liability. The automobile liability policy shall include or be endorsed (amended) to state that: (1) the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the ownership,operation,maintenance,use, loading or unloading of any auto owned, leased,hired or borrowed by the Consultant or for which the Consultant is responsible; and (2) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying coverage. Any insurance or self-insurance maintained by the City, its directors, officials,officers, employees, agents and volunteers shall be excess of the Consultant's insurance and shall not be called upon to contribute with it in any way. Notwithstanding the minimum limits set forth in Section 3.2.11.2(B), any available insurance proceeds in excess of the specified minimum limits of coverage shall be available to the parties required to be named as additional insureds pursuant to this Section 3.2.11.4(B). (C) Workers' Compensation and Employers' Liability Coverage. The insurer shall agree to waive all rights of subrogation against the City, its directors, officials, officers, employees, agents and volunteers for losses paid under the terms of the insurance policy which arise from work performed by the Consultant. (D) All Coverages. Each insurance policy required by this Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided, reduced or canceled except after thirty (30) days (10 days for nonpayment of premium) prior written notice by certified mail, return receipt requested, has been given to the City; and (B) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, 8513273_1 A8 ATTACHMENT A [INSERT NAME OF COMPANY] Page 9 Of[INSERT LAST PAGE OF AGREEMENT] shall not affect coverage provided to the City, its directors, officials, officers, employees, agents and volunteers. Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officials, officers, employees,agents and volunteers,or any other additional insureds. 3.2.11.5 Separation of Insureds; No Special Limitations; Waiver of Subrogation. All insurance required by this Section shall contain standard separation of insureds provisions. In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the City, its directors, officials, officers, employees, agents and volunteers. All policies shall waive any right of subrogation of the insurer against the City, its officials, officers, employees, agents, and volunteers, or any other additional insureds, or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, its officials, officers, employees, agents, and volunteers, or any other additional insureds, and shall require similar written express waivers and insurance clauses from each of its subconsultants. 3.2.11.6 Deductibles and Self-Insurance Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City. Consultant shall guarantee that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its directors, officials, officers, employees, agents and volunteers; or (2) the Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 3.2.11.7 Subconsultant Insurance Requirements. Consultant shall not allow any subconsultants to commence work on any subcontract relating to the work under the Agreement until they have provided evidence satisfactory to the City that they have secured all insurance required under this Section. If requested by Consultant, the City may approve different scopes or minimum limits of insurance for particular subconsultants. The Consultant and the City shall be named as additional insureds on all subconsultants' policies of Commercial General Liability using ISO form 20 38,or coverage at least as broad. 3.2.11.8 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and satisfactory to the City. 3.2.11.9 Verification of Coverage. Consultant shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the City if requested. All certificates and endorsements must be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 8513273_1 A9 ATTACHMENT A [INSERT NAME OF COMPANY] Page 10 of[INSERT LAST PAGE OF AGREEMENT] 3.2.11.9 Reporting of Claims. Consultant shall report to the City, in addition to Consultant's insurer, any and all insurance claims submitted by Consultant in connection with the Services under this Agreement. 3.2.12 Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.2.13 Accounting Records. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 3.3 Fees and Payments. 3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "C" attached hereto and incorporated herein by reference. The total compensation shall not exceed [INSERT WRITTEN DOLLAR AMOUNT] ($[INSERT NUMERICAL DOLLAR AMOUNT]) without written approval of the City Manager[REPLACE `CITY MANAGER' WITH 'CITY COUNCIL' FOR AMOUNTS OVER $10,000]. Extra Work may be authorized, as described below, and if authorized,will be compensated at the rates and manner set forth in this Agreement. 3.3.2 Payment of Compensation. Consultant shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Consultant. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon. 3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City. 8513273_1 Al 0 ATTACHMENT A [INSERT NAME OF COMPANY] Page 11 of[INSERT LAST PAGE OF AGREEMENT] 3.3.4 Extra Work. At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work without written authorization from City's Representative. 3.3.5 Prevailing Wages. Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant's principal place of business and at the project site. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 3.4 Termination of Agreement. 3.4.1 Grounds for Termination. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. 3.4.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen(15)days of the request. 3.4.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.5 Ownership of Materials and Confidentiality. 8513273_1 All ATTACHMENT A [INSERT NAME OF COMPANY] Page 12 of[INSERT LAST PAGE OF AGREEMENT] 3.5.1 Documents & Data; Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). All Documents & Data shall be and remain the property of City, and shall not be used in whole or in substantial part by Consultant on other projects without the City's express written permission. Within thirty (30) days following the completion, suspension, abandonment or termination of this Agreement, Consultant shall provide to City reproducible copies of all Documents & Data, in a form and amount required by City. City reserves the right to select the method of document reproduction and to establish where the reproduction will be accomplished. The reproduction expense shall be borne by City at the actual cost of duplication. In the event of a dispute regarding the amount of compensation to which the Consultant is entitled under the termination provisions of this Agreement, Consultant shall provide all Documents & Data to City upon payment of the undisputed amount. Consultant shall have no right to retain or fail to provide to City any such documents pending resolution of the dispute. In addition, Consultant shall retain copies of all Documents & Data on file for a minimum of fifteen (15) years following completion of the Project, and shall make copies available to City upon the payment of actual reasonable duplication costs. Before destroying the Documents & Data following this retention period, Consultant shall make a reasonable effort to notify City and provide City with the opportunity to obtain the documents. 3.5.2 Subcontractors. Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents &Data which were prepared by design professionals other than Consultant or its subcontractors, or those provided to Consultant by the City. 3.5.3 Right to Use. City shall not be limited in any way in its use or reuse of the Documents and Data or any part of them at any time for purposes of this Project or another project, provided that any such use not within the purposes intended by this Agreement or on a project other than this Project without employing the services of Consultant shall be at City's sole risk. If City uses or reuses the Documents & Data on any project other than this Project, it shall remove the Consultant's seal from the Documents&Data and indemnify and hold harmless Consultant and its officers, directors, agents and employees from claims arising out of the negligent use or re-use of the Documents & Data on such other project. Consultant shall be responsible and liable for its Documents & Data, pursuant to the terms of this Agreement, only with respect to the condition of the Documents & Data at the time they are provided to the City upon completion, suspension, abandonment or termination. Consultant shall not be responsible or liable for any revisions to the Documents & Data made by any party other than Consultant, a 8513273_1 Al2 ATTACHMENT A [INSERT NAME OF COMPANY] Page 13 of[INSERT LAST PAGE OF AGREEMENT] party for whom the Consultant is legally responsible or liable, or anyone approved by the Consultant. 3.5.4 Indemnification. Consultant shall defend, indemnify and hold the City, its directors, officials, officers, employees, volunteers and agents free and harmless, pursuant to the indemnification provisions of this Agreement, for any alleged infringement of any patent, copyright, trade secret, trade name, trademark, or any other proprietary right of any person or entity in consequence of the use on the Project by City of the Documents & Data, including any method,process,product, or concept specified or depicted. 3.5.5 Confidentiality. All Documents & Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. All Documents & Data shall not, without the prior written consent of City, be used or reproduced by Consultant for any purposes other than the performance of the Services. Consultant shall not disclose, cause or facilitate the disclosure of the Documents & Data to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia,photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. 3.6 General Provisions. 3.6.1 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: Consultant: [***INSERT NAME,ADDRESS &CONTACT PERSON***] City: City of Azusa 213 E. Foothill Blvd. Azusa, CA 91702 Attn: [***INSERT NAME&DEPARTMENT***] Such notice shall be deemed made when personally delivered or when mailed, forty-eight(48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred,regardless of the method of service. 3.6.2 Indemnification. 8513273_1 Al 3 ATTACHMENT A [INSERT NAME OF COMPANY] Page 14 of[INSERT LAST PAGE OF AGREEMENT] 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 seg. prior to filing any lawsuit against the City. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra work, disputed work, claims, and/or changed conditions have been followed by Consultant. If no such Government Code claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Consultant shall be barred from bringing and maintaining a valid lawsuit against the City. 3.6.4 Time of Essence. Time is of the essence for each and every provision of this Agreement. 8513273_1 A14 ATTACHMENT A [INSERT NAME OF COMPANY] Page 15 of[INSERT LAST PAGE OF AGREEMENT] 3.6.5 City's Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project. 3.6.6 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties. 3.6.7 Assignment or Transfer. Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment,hypothecation or transfer. 3.6.8 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subcontractors of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content,or intent of this Agreement. 3.6.9 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.6.10 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel,or otherwise. 3.6.11 No Third Party Beneficiaries. Except to the extent expressly provided for in Section 3.6.7,there are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.6.12 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.6.13 Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage,brokerage fee, gift or other consideration 8513273_1 Al 5 ATTACHMENT A [INSERT NAME OF COMPANY] Page 16 of[INSERT LAST PAGE OF AGREEMENT] 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] 8513273_1 A16 ATTACHMENT A [INSERT NAME OF COMPANY] Page 17 of[INSERT LAST PAGE OF AGREEMENT] 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: 8513273_1 Al7 ATTACHMENT A EXHIBIT"A" SCOPE OF SERVICES [INSERT SCOPE] A-1 8513273_1 A18 ATTACHMENT A EXHIBIT"B" SCHEDULE OF SERVICES [INSERT SCHEDULE] B-1 8513273_1 Al 9 ATTACHMENT A EXHIBIT"C" COMPENSATION [INSERT RATES&AUTHORIZED REIMBURSABLE EXPENSES] C-1 8513273_1 A20 ATTACHMENT A [***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***] D-1 8513273_1 A21