HomeMy WebLinkAboutA- 7 Consideration of Salary Level for City Council Members AZUSA
AGENDA ITEM
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: SONIA CARVALHO, CITY ATTORNEY
VIA: RICK COLE, CITY MANAGER
DATE: MARCH 5, 2001
SUBJECT: CONSIDERATION OF SALARY LEVEL FOR CITY COUNCIL MEMBERS
RECOMMENDATION:
The City Attorney recommends that the City Council consider whether to adopt an ordinance to
increase the City Councilmembers' statutory compensation in accordance with Government
Code Section 36516.
BACKGROUND:
The current Council salary of$400 per month has not been increased since 1989 (although it
was voluntarily reduced as part of the budget cutting effort during Fiscal Year 1998-99.)
Compensation for council members of general law cities, like Azusa, is set by the Legislature in
Government Code Section 36516. Discussions by the Strategic Mission Working Group of a
revised governance structure for the Azusa Light and Water Department are expected to result
in recommendations for additional meetings and responsibilities for the Council. Also, Section
36516 HAS A DIFFERENT STANDARD FOR CITIES OF POPULATIONS OVER 50,000. BUT
WHILE THE STRATEGIC MISSION WORKING GROUP REPORT WILL SHORTLY BE PRESENTED
TO THE COUNCIL AND NEW CENSUS FIGURES FOR AZUSA THAT MAY SHOW A POPULATION
LARGER THAN 50,000 ARE DUE SOME TIME NEXT MONTH, ANY ADJUSTMENT OF COUNCIL
PAY MUST BE MADE PRIOR TO THE COMMENCEMENT OF THE NEW TERM BEGINNING
MARCH 20, 2001 . BECAUSE MISSING THAT DEADLINE WILL PRECLUDE ANY NEW
ADJUSTMENT FOR TWO YEARS, THE CITY ATTORNEY RECOMMENDS CONSIDERATION OF
THIS ISSUE UNDER THE OPTIONS LISTED BELOW.
Under Government Code Section 36516 there are three ways for Councilmember salaries to be
increased: (1) increase based on population; (2) increase approved by the voters; or (3)
increase calculated by a percentage-per-year method, up to five percent (5%) per year; dating
from the last Council salary adjustment (the "5% Method"). Since the City is not submitting to
the voters the question of increasing Councilmember salaries, the viable options available to
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,5/00I &it'd
. the Council appear to be basing a salary increase on population or using the "5% Method."
POPULATION-BASED METHOD
Regarding the population-based method, the City currently has a known population of
approximately 46,261. This information was obtained from the California Department of
Finance's Internet web site and is listed as being current as of January 1, 2000. However, the
federal census figures are expected to be released to the public in the near future and that
information may show a population increase for the City.
Pursuant to Government Code Section 36516, cities with populations between 35,000 and up to
50,000 may provide up to $400 in monthly salaries to City Councilmembers, subject to annual
adjustments of no more than 5%. Cities with populations over 50,000 and up to 75,000 may
provide monthly salaries of up to $500 to Councilmembers, also subject to the same cost of
living adjustments. If the federal census figures show that the City's population has increased
to over 50,000, it may be appropriate to increase the current salary (now $400) up to $500.
The population-based method may be difficult for the City to implement simply because the
increase must coincide with the commencement of a new term of office by one or more
Councilmembers. The City has no way to know when it can obtain the federal census data.
Considering that the election is imminent, waiting to rely on new population data does not
appear to be the most effective method for implementing a salary increase.
THE "5% METHOD"
Government Code Section 36516, subdivision (c), provides that Councilmember salaries may
be increased up to five percent (5%) for each calendar year from the operative date of the last
salary adjustment. At the time this report was written, staff was asked to research the date of
the last salary adjustment. This information will be provided at the council meeting.
Any salary increase, pursuant to Government Code Section 36516, must be adopted by
ordinance. The City Attorney has attached a draft ordinance for this purpose using the "5%
Method." If the Council desires to implement an increase under this method, the specific
amount may be established at the meeting.
FISCAL IMPACT:
If an increase of$100 per month is approved, the finacial impact would be $6,000 per fiscal
year. If tied to an increase in duties related to Azusa Light and Water, the increase could be
funded from the Light and Water Funds.
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ORDINANCE NO.
AN ORDINANCE OF THE CITY OF AZUSA, CALIFORNIA
AMENDING SECTION 2-30 OF CHAPTER 2, ARTICLE II,
DIVISION 1 OF THE AZUSA MUNICIPAL CODE
CONCERNING THE COMPENSATION OF THE MEMBERS
OF THE CITY COUNCIL
WHEREAS, the City Council desires to revise the compensation schedule of the
members of the City Council in accordance with Section 36516 of the California Government Code;
and
WHEREAS, Government Code Section 36516, subdivision (c), provides that
compensation of City Councilmembers may be increased by ordinance in an amount equal to 5
percent for each calendar year from the operative date of the last adjustment of the salary in effect;
and
WHEREAS,the last salary adjustment for Azusa City Councilmembers occurred in
when the monthly compensation rate was set at$400; and
WHEREAS, the City Council desires to implement a monthly salary increase of 5
percent for each calendar year since the last salary adjustment for City Councilmembers, which
increase amounts to a total monthly salary of$ for the Azusa City Council.
THE CITY COUNCIL OF THE CITY OF AZUSA DOES ORDAIN AS
FOLLOWS:
SECTION 1: Section 2-30 of Chapter 2, Article II, Division 1 of the Azusa
Municipal Code is hereby deleted in its entirety and restated to read as follows:
"Sec. 2-30. Compensation. Each member of the city council shall
receive a salary of$ per month, payable each month on or
about the last day of such month, and subject to change as may be
provided by Government Code Section 36516."
SECTION 2: Pursuant to Section 36516.5 of the California Government Code,the
increases set forth herein shall become effective upon the completion of the canvass and installation
of the new members of the City Council subsequent to March 6, 2001, pursuant to California
Elections Code Section 10262.
SECTION 3: This Ordinance shall be in full force and effect thirty (30) days after
its passage.
SECTION 4: A summary of this Ordinance shall be published in the manner
required by law.
PASSED,APPROVED AND ADOPTED this day of ,2001.
Cristina Cruz-Madrid
Mayor
ATTEST:
Adolph Solis, City Clerk
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STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) ss.
CITY OF AZUSA )
I,Adolph Solis,City Clerk of the City of Azusa,do hereby certify that the foregoing
Ordinance No. was duly introduced and placed upon its first reading at a regular
meeting of the City Council on the day of , 2001, and that thereafter,
said Ordinance was duly adopted and passed at a regular meeting of the City Council on the
day of , 2001, by the following vote,to wit:
AYES: COUNCILMEMBERS:
NOES: COUNCILMEMBERS:
ABSENT: COUNCILMEMBERS:
Adolph Solis,
City Clerk
APPROVED AS TO FORM:
City Attorney
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The City of Azusa's Recreation and Parks Department has two divisions: Recreation and
Parks. The Recreation Division has a staff of five full-time employees: two Associate
Directors, a Recreation Coordinator, and two Administrative Assistants/Clerical staff
members. Part time staff ranges from 30-70 staff members depending on the season.
The Parks Division has eight full time crew members with two current staff vacancies. The
staff is made up of an acting Park Supervisor, a crew supervisor, a Senior Tree Trimmer,
a tree trimmer, four Park Maintenance Workers III, and three part time Park Maintenance
Worker I. The Division is also served by a landscape contractor who maintains street
medians and some City facilities. The City has recently contracted with the Urban Forest
Management Company to help manage, trim, and plant trees within our city.
The City of Azusa annual General Fund budget is approximately 20 million dollars
including the Recreation and Parks Department allocation of approximately 1.8 million
dollars.
The Recreation and Parks Department serves the community in a traditional manner.
With a tight general fund operating budget, the focus has been to invest in the proven
recreational outlets such as youth sports, adult sports, aquatics, fee and charged dasses,
seasonal special events and seasonal day camps. No discretionary funds are currently
available for fine arts, drama, computer class, teen services other than sports and
seasonal dances.
The Department actively seeks funding to expand our after school playground program.
We currently operate four parks and three school sites as after school program sites. We
would like to operate eight to eleven more school sites for after school activities. The
Department would welcome resources to expand its variety of leisure time activities to
the arts, music, drama, craft dasses, a wider variety of opportunities beyond the staple
of sports.
The Department is excited and, at the same time, taxed by the opportunities for major
non General Fund capital improvement projects induding special local funding and
County, State and Federal funding opportunities. The Department needs to assess its
facilities and operation to identify short comings and long range needs and opportunities
to take advantage of available grants.
WORK PROGRAM:
The new Park Master Plan for the City of Azusa shall be a joint effort in the true sense of
a team approach. The team will be comprised of the consultant, its sub-contractors , the
Recreation and Parks Department, and decision making bodies including the Parks and
Recreation Commission and the City Council. It is also possible that an AD HOC
Committee comprised of Azusa Unified School District representatives and Azusa
residents may be convened.
Page 3
The consultant and the City's project manager shall lead the effort with the consultant
preparing all documents, graphics, display boards, advertisement, and flyers. The
consultant and City will jointly conduct all meetings. All documents shall be prepared by
the consultant for review and comment by the City prior to release.
The scope of work shall consist of evaluating and assessing the Department's current
operation, its components, programs offered, facilities, capacity, and funding. The Plan
shall also document, evaluate,assess,and recommend other resources and opportunities
available to enhance the Department's operation, existing and proposed park sites,
existing and proposed facilities, and funding opportunities. This process shall look to the
next twenty years in five year phases.
The planning process shall include a minimum of three public forums to be held over a
six month period of time; two evening forums and one Saturday forum shall be
scheduled. The first public forum shall focus on what the public sees as current
opportunities and constraints. The second forum shall focus on initial program, facility
and park ideas and proposals. The final session shall reflect the citizen input from the
second forum, summarize draft Master Plan, and seek public comment before the public
hearing process. The contractor shall lead all sessions, produce and copy all text, hand
outs, advertisements and publicity flyers, displays, and all reports as required. The City
shall be responsible for document and advertisement distribution.
The contractor shall prepare and provide all draft and final plan documents, graphics,
evaluations and recommendations in a written format agreed upon by the City. The City
shall review and comment upon all written documents, graphics, and presentation
materials. After the consultant responds to City comments, the Plan shall be submitted
for certification and adoption by the Azusa City Council and other bodies as
needed/required.
TARGET DATES:
3/5/01 Azusa City Council releases Request for Proposal notices.
3/12/01 to 4/19/01 Advertising notice of the Request for Proposal.
4/3/01 10:00 a.m. Bidder Meeting
Memorial Park Recreation Center
320 N. Orange Pi.
Azusa, CA 91702
RSVP recommended (626) 812-5280
Page 4
4/19/01 10:00 a.m. Proposal submittal deadline at Azusa City Hall,
City Clerk's Office
213 E. Foothill Blvd.
Azusa, CA 91702
Faxed or e-mailed proposals are not permitted.
4/23/01 to 4/27/01 City reviews proposals and select consultants to be interviewed.
5/3/01 Consultant interviews.
5/21/01 City Council reviews/approves consultant and contract.
5/29/01 Begin project.
PROPOSAL REQUIREMENTS:
• The proposal shall detail the contractor's ability to provide a comprehensive
professional twenty second century Park Master Plan. This includes:
• A qualification statement with a summary of five related projects.
• A one page summary of the key contributor's qualifications is required. In
addition, resumes of all staff shall be included as an appendix. A comprehensive
list of personnel working on the project.
• An anticipated scope of the work required to produce a Park Master Plan.
• A time table for the project from beginning to end with reasonable milestones
noted.
• A related projects' reference list induding names, phone numbers, address of
contracts.
• Three work samples of completed projects.
• An accurate itemized fee-budget.
• A statement that the submitters have reviewed and can comply with the attached
City of Azusa's standard professional services contract. Where the submitter
cannot comply, the submitter must specifically state what provisions are difficult
and why.
Page 5
SELECTION CRITERIA:
The City of Azusa Recreation and Parks Department is seeking a qualified professional
consultant to assist the Department to bring its Recreation and Parks operation into the
new millennium. The criteria by which contractors shall be evaluated indude but is not
limited to the following:
1. The professional completion, adaption, and implementation of past projects.
2. Approach to and experience in conducting successful public education,
participation, and consensus building programs.
3. Communication and qualification skills of the project personnel.
4. Creativity and innovation.
5. The "Vision" detailed in the proposal.
6. The proximity of the consultant and its ability to react timely to issues.
7. The budget/fee required for all services required on the project.
8. Proposed schedule.
9. Meeting the required criteria outline in the Request for Proposal.
The above evaluation criteria are provided to assist in the development of your proposal.
The criteria are not meant to limit other considerations that may be identified during the
course of the selection process.
By submitting a response to this RFP, the prospective consultants waive the right to
protest or seek any legal remedies whatsoever regarding any aspect of this RFP. The City
reserves the right to select any number of qualified proposers to make presentations to
the review committee. in addition, the City reserves the right to reject all proposals, and
to revise or terminate the process outlined in this RFP including the right to request and
obtain, from one or more of the proposers, supplementary information as may be
necessary for the City to analyze the information submitted. The City reserves the right
to issue written notice to all participating firms of any changes in the proposal submission
schedule or submission requirements, should the City determine in its sole and absolute
discretion that such changes are necessary.
Page 6
[[MODEL-REMOVE THIS TITLE WHEN USED]]
CITY OF AZUSA
PROFESSIONAL SERVICES AGREEMENT
1. PARTIES AND DATE.
This Agreement is made and entered into this day of , 20_by and
between the City of Azusa, a municipal organization organized under the laws of the State of
California with its principal place of business at 213 East Foothill Boulevard, Azusa, California
91702-1295 ("City") and [ INSERT NAME ], a [ [INSERT TYPE OF ENTITY -
CORPORATION, PARTNERSHIP, SOLE PROPRIETORSHIP OR OTHER LEGAL
ENTITY] ]with its principal place of business at [ INSERT ADDRESS ] ("Consultant").
City and Consultant are sometimes individually referred to as"Party" and collectively as"Parties."
2. RECITALS.
2.1 Consultant.
Consultant desires to perform and assume responsibility for the provision of certain
professional services required by the City on the terms and conditions set forth in this Agreement.
Consultant represents that it is experienced in providing [ INSERT TYPE OF SERVICES ]
services to public clients, is licensed in the State of California, and is familiar with the plans of City.
2.2 Project.
City desires to engage Consultant to render such services for the [ INSERT NAME OF
PROJECT ] project ("Project") as set forth in this Agreement.
3. TERMS.
3.1 Scope of Services and Term.
3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the
City all labor, materials,tools, equipment, services, and incidental and customary work necessary to
fully and adequately supply the professional [_INSERT TYPE OF SERVICES 1 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.
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3.1.2 Term. The term of this Agreement shall be from [ INSERT START
DATE ] to [ INSERT ENDING DATE ], unless earlier terminated as provided herein.
Consultant shall complete the Services within the term of this Agreement, and shall meet any other
established schedules and deadlines.
3.2 Responsibilities of Consultant.
3.2.1 Control and Payment of Subordinates:Independent Contractor. The Services
shall be performed by Consultant or under its supervision. Consultant will determine the means,
methods and details of performing the Services subject to the requirements of this Agreement. City
retains Consultant on an independent contractor basis and not as an employee. Consultant retains the
right to perform similar or different services for others during the term of this Agreement. Any
additional personnel performing the Services under this Agreement on behalf of Consultant shall also
not be employees of City and shall at all times be under Consultant's exclusive 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 ofKey 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 1.
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
RVPUB\NGS\544364 2
all purposes under this Contract. Consultant shall not accept direction or orders from any person
other than the City's Representative or his or her designee.
3.2.6 Consultant's Representative. Consultant hereby designates ( INSERT
NAME OR TITLE 1,or his or her designee,to act as its representative for the performance ofthis
Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority
to represent and act on behalf of the Consultant for all purposes under this Agreement. The
Consultant's Representative shall supervise and direct the Services,using his best skill and attention,
and shall be responsible for all means, methods, techniques, sequences and procedures and for the
satisfactory coordination of all portions of the Services under this Agreement.
3.2.7 Coordination of Services. Consultant agrees to work closely with City staff
in the performance of Services and shall be available to City's staff, consultants and other staff at all
reasonable times.
3.2.8 Standard of Care; Performance of Employees. Consultant shall perform all
Services under this Agreement in a skillful and competent manner, consistent with the standards
generally recognized as being employed by professionals in the same discipline in the State of
California. Consultant represents and maintains that it is skilled in the professional calling necessary
to perform the Services. Consultant warrants that all employees and subcontractors shall have
sufficient skill and experience to perform the Services assigned to them. Finally, Consultant
represents that it, its employees and subcontractors have all licenses, permits, qualifications and
approvals of whatever nature that are legally required to perform the Services, including a City
Business License,and that such licenses and approvals shall be maintained throughout the term ofthis
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 Laws and Regulations. Consultant shall keep itself fully informed of and in
compliance with all local, state and federal laws, rules and regulations in any manner affecting the
performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all
notices required by law. Consultant shall be liable for all violations of such laws and regulations in
connection with Services. If the Consultant performs any work knowing it to be contrary to such
laws, rules and regulations and without giving written notice to the City, Consultant shall be solely
responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its
officials, directors,officers, employees and agents free and harmless,pursuant to the indemnification
provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure
to comply with such laws, rules or regulations.
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3.2.10 Insurance.
3.2.10.1 Time for Compliance. Consultant shall not commence Work
under this Agreement until it has provided evidence satisfactory to the City that it has secured all
insurance required under this section. In addition, Consultant shall not allow any subcontractor to
commence work on any subcontract until it has provided evidence satisfactory to the City that the
subcontractor has secured all insurance required under this section.
3.2.10.2 Minimum Requirements. Consultant shall, at its expense,
procure and maintain for the duration of the Agreement insurance against claims for injuries to
persons or damages to property which may arise from or in connection with the performance of the
Agreement by the Consultant, its agents, representatives, employees or subcontractors. Consultant
shall also require all of its subcontractors to procure and maintain the same insurance for the duration
of the Agreement. Such insurance shall meet at least the following minimum levels of coverage:
(A) Minimum Scope of Insurance. Coverage shall be at least as
broad as the latest version of the following: (1) General Liability: Insurance Services Office
Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability:
Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); and
(3)Workers'Compensation andEmployer's Liability:Workers'Compensation insurance as required
by the State of California and Employer's Liability Insurance.
(B) Minimum Limits oflnsurance. Consultant shall maintain limits
no less than: (1)General Liability: $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, 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:
$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$1,000,000 per accident for bodily injury or disease.
3.2.10.3 Professional Liability. [INCLUDE ONLY IF APPLICABLE
-DELETE OTHERWISE] Consultant shall procure and maintain, and require its sub-consultants
to procure and maintain, for a period of five(5)years following completion ofthe Project,errors and
omissions liability insurance appropriate to their profession. Such insurance shall be in an amount not
less than $1,000,000 [INCREASE IF NECESSARY - OTHERWISE LEAVE AS IS AND
DELETE THIS NOTE] per claim, and shall be endorsed to include contractual liability.
3.2.10.4 Insurance Endorsements. The insurance policies shall contain
the following provisions, or Consultant shall provide endorsements on forms supplied or approved
by the City to add the following provisions to the insurance policies:
(A) General Liability. The general liability policy shall be endorsed
to state that: (1)the City, its directors, officials, officers, employees, agents and volunteers shall be
covered as additional insured with respect to the Work or operations performed by or on behalf of
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the Consultant,including materials, parts or equipment furnished in connection with such work;and
(2) the insurance coverage shall be primary insurance as respects the City, its directors, officials,
officers,employees,agents and volunteers,or if excess, shall stand in an unbroken chain of coverage
excess of the Consultant's scheduled underlying coverage. Any insurance or self-insurance
maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be
excess of the Consultant's insurance and shall not be called upon to contribute with it in any way.
(B) Automobile Liability. The automobile liability policy shall be
endorsed to state that: (1)the City,its directors,officials,officers,employees,agents and volunteers
shall be covered as additional insureds with respect to the ownership, operation, maintenance, use,
loading or unloading of any auto owned, leased, hired or borrowed by the Consultant or for which
the Consultant is responsible; and (2) the insurance coverage shall be primary insurance as respects
the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand
in an unbroken chain of coverage excess of the Consultant's scheduled underlying coverage. Any
insurance or self-insurance maintained by the City,its directors, officials,officers,employees, agents
and volunteers shall be excess of the Consultant's insurance and shall not be called upon to contribute
with it in any way.
(C) Workers' Compensation and Employers Liability Coverage.
The insurer shall agree to waive all rights of subrogation against the City, its directors, officials,
officers, employees, agents and volunteers for losses paid under the terms of the insurance policy
which arise from work performed by the Consultant.
(D) All Coverages. Each insurance policy required by this
Agreement shall be endorsed to state that: (A)coverage shall not be suspended,voided, reduced or
canceled except after thirty(30)days prior written notice by certified mail, return receipt requested,
has been given to the City; and (B) any failure to comply with reporting or other provisions of the
policies,including breaches ofwarranties,shall not affect coverage provided to the City,its directors,
officials, officers, employees, agents and volunteers.
3.2.10.5 Separation of Insureds;No Special Limitations. All insurance
required by this Section shall contain standard separation of insureds provisions. In addition, such
insurance shall not contain any special limitations on the scope of protection afforded to the City, its
directors, officials, officers, employees, agents and volunteers.
3.2.10.6 Deductibles and Self-Insurance Retentions. Any deductibles
or self-insured retentions must be declared to and approved by the City. Consultant shall guarantee
that,at the option of the City,either: (1)the insurer shall reduce or eliminate such deductibles or self-
insured retentions as respects the City, its directors, officials, officers, employees, agents and
volunteers; or (2) the Consultant shall procure a bond guaranteeing payment of losses and related
investigation costs, claims and administrative and defense expenses.
3.2.10.7 Acceptability of Insurers. Insurance is to be placed with
insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California,
and satisfactory to the City.
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3.2.10.8 Verification of Coverage. Consultant shall furnish City with
original certificates of insurance and endorsements effecting coverage required by this Agreement on
forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be
signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms
provided by the City if requested. All certificates and endorsements must be received and approved
by the City before work commences. The City reserves the right to require complete,certified copies
of all required insurance policies, at any time.
3.2.11 Safety. Consultant shall execute and maintain its work so as to avoid injury
or damage to any person or property. In carrying out its Services, the Consultant shall at all times
be in compliance with all applicable local, state and federal laws, rules and regulations, and shall
exercise all necessary precautions for the safety of employees appropriate to the nature of the work
and the conditions under which the work is to be performed. Safety precautions as applicable shall
include, but shall not be limited to: (A) adequate life protection and life saving equipment and
procedures;(B)instructions in accident prevention for all employees and subcontractors,such as safe
walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures,
trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are
necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the
proper inspection and maintenance of all safety measures.
3.3 Fees and Payments.
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 1 ($[ INSERT NUMERICAL DOLLAR
AMOUNT 1) without written approval of City's . Extra Work may be
authorized, as described below, and if authorized, will be compensated at the rates and manner set
forth in this Agreement.
3.3.2 Payment of Compensation. Consultant shall submit to City a monthly itemized
statement which indicates work completed and hours of Services rendered by Consultant. The
statement shall describe the amount of Services and supplies provided since the initial commencement
date, or since the start of the subsequent billing periods, as appropriate, through the date of the
statement. City shall, within 45 days of receiving such Statement, review the statement and pay all
approved charges thereon.
3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any
expenses unless authorized in writing by City.
3.3.4 Extra Work. At any time during the term of this Agreement,City may request
that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is
determined by City to be necessary for the proper completion of the Project, but which the parties
did not reasonably anticipate would be necessary at the execution ofthis Agreement. Consultant shall
RVPUB\NGS\544364 6
not perform, nor be compensated for, Extra Work without written authorization from City's
Representative.
3.4 Accounting Records.
3.4.1 Maintenance and Inspection. Consultant shall maintain complete and accurate
records with respect to all costs and expenses incurred under this Agreement. All such records shall
be clearly identifiable. Consultant shall allow a representative of City during normal business hours
to examine, audit, and make transcripts or copies of such records and any other documents created
pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents,
proceedings, and activities related to the Agreement for a period of three(3) years from the date of
final payment under this Agreement.
3.5 General Provisions.
3.5.1 Termination of Agreement.
3.5.1.1 Grounds for Termination. City may, by written notice to
Consultant, terminate the whole or any part of this Agreement at any time and without cause by
giving written notice to Consultant of such termination, and specifying the effective date thereof, at
least seven(7)days before the effective date of such termination. Upon termination,Consultant shall
be compensated only for those services which have been adequately rendered to City,and Consultant
shall be entitled to no further compensation. Consultant may not terminate this Agreement except
for cause.
3.5.1.2 Effect of Termination. If this Agreement is terminated as
provided herein, City may require Consultant to provide all finished or unfinished Documents and
Data and other information of any kind prepared by Consultant in connection with the performance
of Services under this Agreement. Consultant shall be required to provide such document and other
information within fifteen (15) days of the request.
3.5-.1.3 Additional Services. In the event this Agreement is terminated
in whole or in part as provided herein, City may procure, upon such terms and in such manner as it
may determine appropriate, services similar to those terminated.
3.5.2 Delivery of Notices. All notices permitted or required under this Agreement
shall be given to the respective parties at the following address, or at such other address as the
respective parties may provide in writing for this purpose:
Consultant:
[ INSERT NAME, ADDRESS & CONTACT PERSON 1
RVPUB\NGS\544364 7
City:
City of Azusa
213 East Foothill Blvd.
Azusa, CA 91702-1295
Attn: [ INSERT NAME & DEPARTMENT 1
Such notice shall be deemed made when personally delivered or when mailed,forty-eight(48)
hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its
applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred,
regardless of the method of service.
3.5.3 Ownership of Materials and Confidentiality.
15.3.1 Documents& Data: Licensing of Intellectual Property. This
Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or
sublicense any and all copyrights, designs, and other intellectual property embodied in plans,
specifications,studies,drawings,estimates,and other documents or works of authorship fixed in any
tangible medium of expression, including but not limited to, physical drawings or data magnetically
or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by
Consultant under this Agreement("Documents&Data"). Consultant shall require all subcontractors
to agree in writing that City is granted a non-exclusive and perpetual license for any Documents&
Data the subcontractor prepares under this Agreement. Consultant represents and warrants that
Consultant has the legal right to license any and all Documents& Data. Consultant makes no such
representation and warranty in regard to Documents & Data which were prepared by design
professionals other than Consultant or provided to Consultant by the City. City shall not be limited
in any way in its use of the Documents and Data at any time, provided that any such use not within
the purposes intended by this Agreement shall be at City's sole risk.
3.5.3.2 Confidentiality. All ideas, memoranda, specifications, plans,
procedures, drawings, descriptions, computer program data, input record data,written information,
and other Documents and Data either created by or provided to Consultant in connection with the
performance of this Agreement shall be held confidential by Consultant. Such materials shall not,
without the prior written consent of City, be used by Consultant for any purposes other than the
performance of the Services. Nor shall such materials be disclosed to any person or entity not
connected with the performance of the Services or the Project. Nothing furnished to Consultant
which is otherwise known to Consultant or is generally known, or has become known, to the related
industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs
of the Project,or any publicity pertaining to the Services or the Project in any magazine,trade paper,
newspaper,television or radio production or other similar medium without the prior written consent
of City.
3.5.4 Cooperation:Further Acts. The Parties shall fully cooperate with one another,
and shall take any additional acts or sign any additional documents as may be necessary, appropriate
or convenient to attain the purposes of this Agreement.
RVPUB\NGS\544364 8
3.5.5 Attorney's Fees. If either party commences an action against the other party,
either legal, administrative or otherwise, arising out of or in connection with this Agreement, the
prevailing party in such litigation shall be entitled to have and recover from the losing party reason-
able attorney's fees and all other costs of such action.
3.5.6 Indemnification. Consultant shall defend, indemnify and hold the City, its
officials, officers, employees, volunteers and agents free and harmless from any and all claims,
demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to
property or persons,including wrongful death,in any manner arising out of or incident to any alleged
acts, omissions or willful misconduct of Consultant, its officials, officers, employees, agents,
consultants and contractors arising out of or in connection with the performance of the Services,the
Project or this Agreement,including without limitation the payment of all consequential damages and
attorneys fees and other related costs and expenses. Consultant shall defend, at Consultant's own
cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings.of every
kind that may be brought or instituted against City,its directors,officials,officers,employees,agents
or volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered
against City or its directors, officials, officers, employees, agents or volunteers, in any such suit,
action or other legal proceeding. Consultant shall reimburse City and its directors,officials, officers,
employees, agents and/or volunteers, for any and all legal expenses and costs incurred by each of.
them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation
to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors,
officials officers, employees, agents or volunteers.
3.5.7 Entire Agreement. This Agreement contains the entire Agreement of the
parties with respect to the subject matter hereof,and supersedes all prior negotiations,understandings
or agreements. This Agreement may only be modified by a writing signed by both parties.
3.5.8 Governing Law. This Agreement shall be governed by the laws of the State
of California. Venue shall be in Los Angeles County.
3.5.9 Time of Essence. Time is of the essence for each and every provision of this
Agreement.
3.5.10 City's Right to Employ Other Consultants. City reserves right to employ other
consultants in connection with this Project.
3.5.11 Successors and Assigns. This Agreement shall be binding on the successors
and assigns of the parties.
3.5.12 Assignment or Transfer. Consultant shall not assign,hypothecate,or transfer,
either directly or by operation of law, this Agreement or any interest herein without the prior written
consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or
transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation
or transfer.
RVPUB\NGS\544364 9
3.5.13 Construction; References; Captions. Since the Parties or their agents have
participated fully in the preparation of this Agreement, the language of this Agreement shall be
construed simply, according to its fair meaning, and not strictly for or against any Party. Any term
referencing time, days or period for performance shall be deemed calendar days and not work days.
All references to Consultant include all personnel, employees, agents, and subcontractors of
Consultant,except as otherwise specified in this Agreement. All references to City include its elected
officials,officers,employees,agents,and volunteers except as otherwise specified in this Agreement.
The captions of the various articles and paragraphs are for convenience and ease of reference only,
and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.
3.5.14 Amendment; Modification. No supplement, modification, or amendment of
this Agreement shall be binding unless executed in writing and signed by both Parties.
3.5.15 Waiver. No waiver of any default shall constitute a waiver of any other default
or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or
service voluntarily given or performed by a Party shall give the other Party any contractual rights by
custom, estoppel, or otherwise.
3.5.16 No Third Party Beneficiaries. There are no intended third party beneficiaries
of any right or obligation assumed by the Parties.
3.5.17 Invalidity; Severability. If any portion of this Agreement is declared invalid,
illegal,or otherwise unenforceable by a court of competent jurisdiction,the remaining provisions shall
continue in full force and effect.
3.5.18 Prohibited Interests. Consultant maintains and warrants that it has not
employed nor retained any company or person, other than a bona fide employee working solely for
Consultant,to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor
has it agreed to pay any company or person, other than a bona fide employee working solely for
Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent
upon or resulting from the award or making of this Agreement. For breach or violation of this
warranty, City shall have the right to rescind this Agreement without liability. For the term of this
Agreement, no member, officer or employee of City, during the term of his or her service with City,
shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit
arising therefrom.
3.5.19 Equal Opportunity Employment. Consultant represents that it is an equal
opportunity employer and it shall not discriminate against any subcontractor, employee or applicant
for employment because of race,religion,color,national origin, handicap,ancestry, sex or age. Such
non-discrimination shall include, but not be limited to, all activities related to initial employment,
upgrading, demotion, transfer, recruitment or recruitment 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.
RVPUB\NGS\544364 10
3.5.20 Labor Certification. By its signature hereunder, Consultant certifies that it is
aware of the provisions of Section 3700 of the California Labor Code which require every employer
to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance
with the provisions of that Code, and agrees to comply with such provisions before commencing the
performance of the Services.
3.5.21 Authority to Enter Agreement. Consultant has all requisite power and
authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party
warrants that the individuals who have signed this Agreement have the legal power, right, and
authority to make this Agreement and bind each respective Party.
3.5.22 Counterparts. This Agreement may be signed in counterparts, each of which
shall constitute an original.
3.6 Subcontracting.
3.6.1 Prior Approval Required. Consultant shall not subcontract any portion of the
work required by this Agreement, except as expressly stated herein, without prior written approval
of City. Subcontracts, if any, shall contain a provision making them subject to all provisions
stipulated in this Agreement.
CITY OF AZUSA [INSERT NAME OF CONSULTANT]
By: By:
Rick Cole [Name]
City Manager [Title]
Attest:
City Clerk
Approved as to Form:
Best Best & Krieger LLP
City Attorney
RVPLB\NGS\544364 11
ExmBIT"A"
SCOPE OF SERVICES
[INSERT SCOPE]
RVPUB\NGS\544364 A-1
EXHIBIT "B"
SCHEDULE OF SERVICES
[INSERT SCHEDULE]
RVPUB\NGS\'^4364 B-1
ExxuBrr"C"
COMPENSATION
[INSERT RATES & AUTHORIZED REIMBURSABLE EXPENSES]
RVPUB\NGS\544364 C-1