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E-9 Staff Report - PSA for Downtown Streetscape Plan
CONSENT ITEM E-9 TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: MATT MARQUEZ, DIRECTOR OF ECONOMIC AND COMMUNITY DEVELOPMENT VIA: SERGIO GONZALEZ, CITY MANAGER DATE: JANUARY 18, 2022 SUBJECT: REQUEST TO APPROVE PROFESSIONAL SERVICES AGREEMENT (PSA) WITH SWA GROUP TO PREPARE PHASE 1 OF THE DOWNTOWN AZUSA STREETSCAPE PLAN SUMMARY: Downtown Azusa last underwent a streetscape revitalization program around 1999. Over the years the design theme has lost a cohesive look with various types of street furniture and design elements. The City’s TOD Specific Plan, adopted in 2015, created a new vision for areas around the City’s light rail transit stops, including Downtown Azusa. The Downtown Streetscape Plan, which is the subject of this report, would provide the City with a new palette for at minimum the following items: 1.Waste Receptacles 2.Benches and seating elements 3. Light poles and bollards 4.Trees and tree grates 5.Bike racks 6.Bus shelters 7.Banner hardware 8. Planters and planting concept 9. Colors and finishes Development of the Plan would also include related community outreach, a joint study session with the City Council and Planning Commission, a cost analysis, an existing field survey, and a plan for future phases to identify and better activate public spaces in the study area. City staff has selected SWA Group as the best qualified firm to develop the Downtown Azusa Streetscape Plan. The specific areas to be studied are as follows: 1.Downtown District 2.Gold Line District 3. Downtown Expansion District APPROVED CITY COUNCIL 1/18/2022 PSA for SWA Group - Downtown Streetscape Plan January 18, 2022 Page 2 of 5 4. Civic District. RECOMMENDATION: Staff recommends that the City Council take the following action: 1. Approve a Professional Services Agreement (PSA) with SWA Group to develop the Downtown Azusa Streetscape Plan in an amount to exceed $100,000 plus an allowance of $10,000 (10%) for contingencies for a total contract amount of $110,000. 2. Authorize the City Manager to prepare and execute the agreements, in a form acceptable to the City Attorney, on behalf of the City. DISCUSSION: The development of the TOD Specific Plan served as a major first step toward revitalizing the City’s Downtown (and other areas around light rail stations). Downtowns become more lively and public spaces are activated when there are greater opportunities for people to visit, congregate, and move safely. Structures, street furniture, city planning, and other urban design elements influence behavior and the ways visitors use and operate within downtowns. The Downtown Streetscape Plan will provide the City with a new palette for streetscape elements, while also providing the City with a framework for future phases of implementation to better activate public spaces in Downtown Azusa. As stated earlier in this report, this work will focus on four of the districts identified in the TOD Specific Plan and they are shown in the images below: DOWNTOWN DISTRICT PSA for SWA Group - Downtown Streetscape Plan January 18, 2022 Page 3 of 5 GOLDLINE DISTRICT DOWNTOWN EXPANSION DISTRICT PSA for SWA Group - Downtown Streetscape Plan January 18, 2022 Page 4 of 5 A total of seven (7) firms submitted proposals for the subject project and they are listed below along with their base costs: Firm Amount MIG $32,400 NUVIS $67,230 KTUA $99,495 EDGE Design Group $110,200 Studio MLA $137,260 GLLB Landscape Studio $141,275 SWA Group $100,000 (Reduced) from $192,000 Each proposal was reviewed by select staff members of the Economic & Community Development Department and the City Manager’s Office. Each proposal was evaluated on the following categories: • Experience & Qualifications • Project Approach • Team Member Experience • Compensation • Overall Quality After reviewing the proposals, staff interviewed the five (5) highest ranked firms (MIG, NUVIS, KTUA, Studio MLA, and SWA Group). At the conclusion of the interviews, SWA Group was unanimously selected as the most qualified firm for this project. SWA’s proposal outlines their depth of experience, including their work in Whittier, where they focused on enhancing that city’s 185-acre historic business district. Also attached to this report is their revised cost proposal. Once the project commences, staff anticipates completing the related work within six to eight months. CIVIC DISTRICT PSA for SWA Group - Downtown Streetscape Plan January 18, 2022 Page 5 of 5 FISCAL IMPACT: The total contract amount shall not exceed $100,000 plus an allowance of $10,000 (10%) for contingencies for a total contract amount of $110,000. The total contract amount shall be paid from the Professional Services Account Number 10-35-611-000-6399 as approved in the FY 2021-2022. Additional funds required to implement phase one of the plan will be requested when Council considers how to allocate excess reserves funds Prepared by: Matt Marquez Economic and Community Development Director Fiscal Reviewed by: Reviewed and Approved by: Talika M. Johnson Sergio Gonzalez Director of Administrative Services City Manager Attachment: 1. SWA Group – RFP Response & Revised Scope & Cost 2. Draft Professional Service Agreement with SWA Group September 16, 2021 PREPARED FOR THE CITY OF AZUSA Request for Proposal: Downtown Streetscape Plan 2 RFP: Downtown Streetscape Plan RFP: Downtown Streetscape Plan 3 September 16, 2021 Manuel Muñoz Planning Manager Economic and Community Development Department City of Azusa 213 East Foothill Boulevard Azusa, CA 91702 Re: Request for Proposal — Downtown Streetscape Plan Mr. Muñoz, SWA Group is pleased to submit our qualifications and proposal to work with the City of Azusa and local community in developing a new Downtown Streetscape Plan with great value in both the near- and long-term future. We have carefully reviewed the project intent as outlined in the RFP and recognize the importance of this endeavor; we feel strongly that we are fully capable of fulfilling the project’s needs as envisioned by the City of Azusa. Our team has worked on similar projects with several Southern California municipalities in the past few years, which provides key insights into successful streetscape planning and design. Working with the City of Laguna Beach in 2019 and 2020, SWA developed a Downtown Action Plan with many of the same tasks and objectives as this RFP for Downtown Azusa. That previous effort included an in-depth analysis of a 113- acre study area, including street trees, furniture, intersection conditions and stormwater management systems, among other aspects, along with proposed improvements organized into individual projects with varying options and cost analysis. Our studio has also worked with the City of Whittier to develop a Streetscape Beautification Plan for the 135-acre central business district known as Uptown Whittier. Informed in part by three community workshops, the resulting plan included streetscape families and an overall palette with a menu of options for elements including paving, curbs, street trees, site furnishings, lighting, and other considerations. This effort provided the City with a community-supported framework and road map to celebrating the history of Uptown Whittier and enhancing its functional and aesthetic character in accordance with associated funding capabilities, one street or component at a time. Working with the City of Mission Viejo, we helped craft a vision plan for the City’s core area that provided key guidance in shaping the public realm character. The vision was developed in partnership with the local community, including a large group of individual property owners, and had to respond to a diverse set of perspectives and needs. The project received a 2019 APA Orange County Urban Design Award. Monet Avenue at Victoria Gardens - Rancho Cucamonga, California 570 Glenneyre Street Laguna Beach, CA 92651-2453 +1.949.497.5471 www.swagroup.com Sean O’Malley Xiao Zheng Andrew Watkins Dhaval Barbhaya Steve Rydzon Gerdo P Aquino Thomas Balsley Kinder Baumgardner Matt Baumgarten Natalia Beard René Bihan Shuyi Chang Richard Crockett Ning Deng Marco Esposito Leah Hales Andy Harcar Ying-Yu Hung Hui-Li Lee James Lee Margaret Leonard Chih-Wei Lin John Loomis Ye Luo Scott McCready Charles S McDaniel Timothy Peterson Rhett Rentrop R Joseph Runco Raymond Siu Todd Strawn David P Thompson James Vick John L Wong Jack Wu Shuntaro Yahiro 4 RFP: Downtown Streetscape Plan RFP: Downtown Streetscape Plan 5 In Rancho Cucamonga, our office worked with a developer and the City to create Victoria Gardens, a multipurpose hub of community activity, retail and entertainment options. Ten years after its opening, we helped renovate one of the project’s main streets, Monet Avenue, into a more vibrant and immersive destination characterized by compelling art, upscale paving and street furniture, and other features that provide a distinctive sense of place. Several other recent notable projects have focused on converting vehicular downtown roads into pedestrian promenades. These include the Promenade on Forest in downtown Laguna Beach, a transformation of Forest Avenue into a car-free mall with decks for dining, retail and performance as well as art, vegetation and other elements that provide a more vibrant pedestrian experience. A similar project in Aliso Viejo’s Town Center, known as The Row, adapted surface parking and driving areas into a car-free destination for pedestrian use. We are also currently working with the City of Whittier to adapt Greenleaf Avenue into a linear park and promenade in their Uptown area. Additional urban planning and design projects with the City of Lake Forest, City of Tracy, City of Santa Ana, City of Garden Grove, City of Fontana and others have provided many pertinent insights into planning and designing successful urban environments. Through these many recent public sector planning projects, SWA has developed sophisticated approaches to public realm planning and design, community engagement, and streetscape revitalization that responds to often challenging budgetary parameters. We would note that public engagement is frequently an integral component of our planning and design work, and we recognize that a successful planning effort will be an outgrowth of listening to the community’s aspirations, understanding site development challenges, and empowering locals to help shape solutions rooted in a shared vision. Earnest engagement and support will help give stakeholders a voice, which will help inform the ensuing design solutions that enhance the character and functionality of the downtown urban fabric in alignment with the community’s desires. If socially distanced public engagement is necessitated during this process, it will not be a problen as SWA is adept at facilitating virtual engagement. Our team has recently facilitated community engagement entirely through remote frameworks. While the lack of in-person engagement can present challenges, it also has benefits, like allowing people to engage from their own home and on their own time frames. Online platforms like Social Pinpoint allow participants to to engage in virtual workshops, take surveys, pin up ideas and post comments on various topics — all from the comfort of their own homes or remote locations. Please find additional information about our team, approach and experience included in the following pages. We appreciate the City of Azusa’s consideration of SWA for this important undertaking and hope the opportunity comes to fruition. We acknowledge receipt of Addendum No. 1 dated 9/14/2021. Best regards, Sean O’Malley Andrew Watkins Managing Principal & Contracting Agent Principal, Project Manager & Primary Contact Rodeo 39 Public Market - Stanton, California 6 RFP: Downtown Streetscape Plan RFP: Downtown Streetscape Plan 7 Table of Contents 1. Prior Experience & Qualifications 8 2. References 36 3. Organizational Chart 37 4. Team Member Resumes 38 5. Methodology Overview & Approach 42 6. Project Timeline 48 7. Compensation 50 The Culver Steps - Culver City, California 8 RFP: Downtown Streetscape Plan RFP: Downtown Streetscape Plan 9 Prior Experience & Qualifications Santana Row - San Jose, California 10 RFP: Downtown Streetscape Plan RFP: Downtown Streetscape Plan 11 Unique to SWA Group is the strong, continuous connection between planning and design. Our practice is dedicated to dealing with large social, economic and environmental issues with equal sensitivity to the final outcome as we apply to our project work. Our planning (deciding what should occur on the land) and our design (deciding what form and character that should be) constitute a seamless process. Founded in 1957 in Sausalito, SWA opened its first satellite office in 1976 in Irvine before moving to Laguna Beach in 1981 — and for 40-plus years this local office has worked with municipalities and communities throughout Southern California and beyond to improve quality of life and their outdoor environments. The Laguna Beach studio was honored with APA California’s 2020 Planning Firm Award of Excellence, recognizing the studio’s distinguished work that continues to influence the profession. The Laguna Beach studio’s practice is informed by extensive experience, both throughout California and internationally, and principal leadership with expertise in planning, urban design, landscape architecture, and architecture. This multidisciplinary perspective provides a sophisticated approach to all aspects of design and placemaking. We focus on the public realm as a catalytic development framework. Memorable and successful destinations — whether an intimate plaza, a neighborhood or a planned community — are defined by the quality of their public realm. Many years into the future, when the context has changed in unforeseen ways, a high-quality public realm will still draw people to the place and allow it to flourish. In our shaping of the public realm, we focus on strengthening connections between the site and its surrounding context; creating finer-grained connectivity and micro-mobility opportunities; establishing a strong shared framework within the larger area; creating memorable places and spaces with rich character; and delivering high-performance infrastructure. SWA Group Firm NameSWA Group Firm Legal EntityCalifornia S CorporationFEIN: 94-1483448Duns #054514052(Employee Owned) Year of Firm Establishment1957 Laguna Beach Studio570 Glenneyre StreetLaguna BeachCalifornia 92651+1 949.497.5471 Primary ContactAndrew Watkinsawatkins@swagroup.com (949) 497-5471 2020 APA California Planning Firm Award of Excellence Core Services For over 60 years, SWA Group has been recognized as design leaders in the fields of landscape architecture, planning and urban design. We have received over 900 awards and have worked in 47 states and more than 60 countries. Our principals are among the industry’s most talented and experienced designers and planners. Emerging in 1959 as the West Coast office of Sasaki, Walker and Associates, the firm first assumed the SWA Group name in 1975. Despite being one of the largest firms of its type, SWA is organized into smaller studio-based offices that enhance creativity and client responsiveness. Over 75 percent of our work has historically come from repeat clients. In addition to bringing strong aesthetic, functional, and social design ideas to our projects, we’re also committed to integrating principles of environmental sustainability. At the core of our work is a passion for imaginative, solution-oriented design that adds value to land, buildings, cities, regions, and to people’s lives. Landscape Architecture We provide complete landscape architectural services, including site planning, concept design, schematic design, design development, construction documentation and construction observation. We often provide our clients with continuing landscape design consultation after construction completion and can provide landscape management plans for their use. Urban Design We offer master planning, preparation of design guidelines, and full design services for urban projects. These urban design and planning services can be applied to entire districts, as well as street systems, city blocks, public parks and plaza spaces, waterfronts, and the smallest of urban areas. We are skilled at addressing both the redevelopment of an urban area — including infill development and land use changes — as well as the design of new urban environments. Planning We produce comprehensive land plans and master plans for large land areas. Because our work is land-based, we’re able to create plans that sensitively make the best use of terrain, landform, natural systems, landscape and urban spaces, and integrate those elements with the necessary infrastructure, buildings, and other improvements. We apply these same skills to projects involving the use and restoration of natural systems. Sustainability At SWA, we are committed to sustainability in all aspects of our design practice: our people, our offices, and most importantly, our projects. Truly sustainable design must provide for a long-term balance between environmental, economic, social and aesthetic needs. Beauty and livability are key aspects of lasting, sustainable projects. We believe that true sustainability is about creating places that go beyond neutrality, contributing in a restorative, regenerative and productive way. Implementation Our team’s commitment to planning, designing, and implementing quality projects offers several advantages. As experienced planners, architects, and landscape architects, we understand the breadth of the entire project and the elements essential to realize the overall design concept. SWA’s field department ensures that projects are built to consistently high standards. Besides forming the backbone of the construction observation team, field department members are brought on to the team early, often in the schematic design phase. Being part of a design concept’s evolution, they can review design development and construction drawings for constructability and design flaws early in the process, and make more effective and knowledgeable decisions in the field — while retaining the integrity of the original design intent. 12 RFP: Downtown Streetscape Plan RFP: Downtown Streetscape Plan 13 SWA Guiding Principles SWA is known for being pragmatic problem solvers with a genuine talent to create innovative, high-quality environments. The following principles guide our work and help explain our philosophical approach to planning, design, and implementation: • Seamless Integration of Planning and Design: SWA believes that architecture and landscape architecture are inextricably linked, and that successful projects integrate buildings, landscape, open space, and circulation into a coherent whole greater than the sum of individual parts. • Build Upon Previous Studies and Base Information: We recognize there is often valuable planning and architectural base information to provide insights and inform conept development. Working with materials already in place, SWA will explore all available data and ideas to create a comprehensive identity and contextual project vision. • Create a Strong Project Identity: Through background research, interviews, and public input, we strive to create a project identity that is supported and embraced by all the key stakeholders and the community at-large. • Coordinated Team Effort: SWA excels as part of a design team that includes the client, other consultants, stakeholders, and community members. SWA’s ability to perform in a team environment is best exemplified by the large number of financially successful, award- winning projects SWA has completed as part of an extended design team. • Trusted Partners: We view our project teams as trusted partners whom our clients can rely upon. We are committed to improving quality of life through strategic development and collaboration. We acknowledge that every project has challenges and unforeseen developments, but we are committed to successfully navigating those challenges together and achieving great results. SWA Laguna Beach Studio Work Session The 88 - San Jose, California 14 RFP: Downtown Streetscape Plan RFP: Downtown Streetscape Plan 15 Victoria Gardens – SWA first helped create Victoria Gardens back in the early 2000s, developing a landscape framework featuring a grid of local streets and sidewalks with a town square, plazas, paseos, and parks distributed throughout the downtown district. Approximatly 10 years later, SWA redesigned one of the project’s main streets, Monet Avenue, to create a more vibrant and up-to-date destination that has become a successful environment for informal community interaction and leisure. Cities of Santa Ana & Garden Grove – Community engagement and partnership with these neighboring cities helped establish a vision to redevelop the 102-acre Willowick Golf Course to better serve local citizens’ needs. The visioning was a compilation of community-driven needs, goals, ideas, and feedback, which provided foundation for the project team’s design and placemaking expertise. The plan was adopted unanimously in a joint City Council meeting in January 2019. City of San Marcos – A part of a General Plan update this effort has focused largely on the project’s urban design component and includes a strong focus on catalyzing development around a commuter rail line. An evaluation of land uses in the urban core and community workshops are helping to guide the planning improvements. City of Tracy – This effort focused on updating land uses to accommodate a new TOD stop and improve the built environment and has included updating land use and planning, developing design guidelines for specific sites, and assisting with branding through new logo creation. City of Lake Forest – As part of a General Plan update, this effort included planning and urban design to create a forward-looking framework that balances quality of life and community values and priorities with future growth. Five focus areas were identified as potential locations for future growth, to support economic development, maintain fiscal sustainability, and help create activity nodes throughout the community. More recently, SWA was commissioned to develop mixed-use zoning codes that advance the development goals associated with the preceding General Plan effort. Prior Experience SWA’s practice is grounded in more than six decades of wide-ranging experience, and the creative talents and knowledge of some of the industry’s preeminent design practitioners. With more than 250 dedicated professionals across the firm, and approximately 30 in SWA’s Laguna Beach studio, SWA brings unique capabilities and resources to each project. Our prioritization of knowledge sharing helps key insights and lessons learned to filter through and advance the firm’s entire practice. Notable similar project experience by SWA Laguna Beach includes work with the following California municipalities and communities: City of Whittier – Focused on enhancing the city’s 185-acre historic central business district, known as Uptown Whittier, this effort included a series of workshops to develop a Streetscape Beautification Plan. The plan responds to community desires and was adopted by City Council in May 2019. More recently, SWA has been working to convert one of Uptown’s primary streets, Greenleaf Avenue, into a permanent linear park and pedestrian promenade. City of Laguna Beach – Conceived as a Downtown Action Plan, this project focused on a 113-acre study area within downtown and helped celebrate Laguna Beach’s artistic character while adding new street amenities and other functional improvements. SWA later developed a pilot project to transform one of the main downtown streets into a pedestrian-only promenade, which became the most vibrant place downtown and helped keep many businesses afloat during pandemic. City of Aliso Viejo – Within the Aliso Viejo Town Center, the area called The Row was first converted into a temporary street closure, with temporary traffic barriers, play and sculpture installations, small stage and open artificial lawn, flexible seating, outdoor dining with table service, and open seating for take-out dining. The project has now advanced to facilitate a permanent transformation and a conceptual design direction has been selected. City of Mission Viejo – This planning effort focused on revitalizing the city’s 261-acre core area through a process of community involvement that informed designs responsive to community needs and market trends. The foundation for the vision included both community outreach and market analysis. The scope included a vision plan, public realm concept design and subsequent design guidelines; the effort was recognized with a 2019 APA Orange County Urban Design Award. City of Ontario - The recently opened New Haven Marketplace has quickly become a popular destination for dining, shopping, community events and informal gathering in a welcoming setting. The project’s high quality is reflected through its early capture of many well-known commercial tenants, as well as its early embracement by locals from Ontario Ranch, New Haven and nearby regional communities. City of Fontana – This ongoing effort includes developing design standards that facilitate non- discretionary permitting of housing development within the downtown area, including rezoning properties to accommodate additional housing capacity. Also in Fontana, SWA is working with a developer and the City to develop a master plan and update a Specific Plan for an approximately 100-acre mixed-use community known as Ventana. Conceptual design for the permanent transformation of The Row in Aliso Viejo Town Center. 16 RFP: Downtown Streetscape Plan RFP: Downtown Streetscape Plan 17 Laguna Beach Downtown Action Plan LAGUNA BEACH, CALIFORNIA SWA is working closely with the City of Laguna Beach to improve the downtown public realm, a 113-acre study area, in a way that builds upon existing assets, increases vibrancy, maintains the eclectic character, balances resident and visitor needs, provides a canvas for the arts, and provides new street amenities. These efforts include an in-depth assessment of all existing trees within the study area, which include 594 trees and 51 species, and an ensuing street tree replacement strategy based on individual tree health. Retrofitting existing tree wells, with a focus on providing generous soil volume and proper aeration to prevent soil compaction and tree damage, is also a key consideration. The efforts also include new water systems to capture stormwater, increasing permeable pavement areas and new bioswales, pedestrian crosswalk improvements and new bicycle infrastructure, and new gathering spaces and street furniture. Client: City of Laguna Beach Size: 113 acres Scope of Work: Existing Conditions Analysis, Street Tree Assessment and Recommendations, Streetscape Planning and Design, Conceptual Landscape Design 18 RFP: Downtown Streetscape Plan RFP: Downtown Streetscape Plan 19 20 RFP: Downtown Streetscape Plan RFP: Downtown Streetscape Plan 21 22 RFP: Downtown Streetscape Plan RFP: Downtown Streetscape Plan 23 Uptown Whittier Streetscape Beautification Plan WHITTIER, CALIFORNIA Whittier’s Uptown is a locally cherished 185-acre historic central business district with a mix of streetscape types across 35 city blocks. SWA worked collaboratively with the City and its citizens to create solutions to leverage the district’s assets and enhance the area. These efforts included leading three community workshops and developing strategies that celebrate Whittier’s historic core, keep Uptown competitive, promote and walkable and enjoyable environment, enrich the public realm, accommodate safety and accessibility. Key consideration include street tree assessment and streetscape design strategies for gateways, paving and curb standards, planting, lighting and site furnishing standards, parklets, art, accessibility, and other considerations. More recently, the SWA team has been engaged to explore a conversion one of the key thoroughfares, Greenleaf Avenue, into a park and pedestrian promenade. Client: City of Whittier Size: 185 acres Scope of Work: Existing Conditions Analysis, Public Input, Tree Assessment, Streetscape Design, Conceptual Landscape Design 24 RFP: Downtown Streetscape Plan RFP: Downtown Streetscape Plan 25 26 RFP: Downtown Streetscape Plan RFP: Downtown Streetscape Plan 27 28 RFP: Downtown Streetscape Plan RFP: Downtown Streetscape Plan 29 Uptown Whittier Greenleaf Avenue Promenade Park WHITTIER, CALIFORNIA Like so many cities in 2020, Whittier found themselves under pressure to act in support of their ailing Uptown businesses and provide opportunities for outdoor public gatherings in the face of shifting pandemic restrictions. With a temporary closure of the main street Greenleaf Avenue, they succeeded in creating an eclectic and popular outdoor promenade. While exploring opportunities for a permanent street closure, it was discovered that existing street grades exceed accessible thresholds, and a simple conversion of existing street hardscape into plaza space was not feasible per code. In light of this challenge, a bolder proposition was put on the table. What if the space became a park, not a street? With a grasspave system in the fire lane and increased perimeter planting, the street becomes a linear park lined with patio decks for public use or business leasing — a space where the green of a park meets the buzz of main street, offering a blend of experiences and vibrant attractions. Client: City of Whittier Size: 53,000 SF Scope: Conceptual Design 30 RFP: Downtown Streetscape Plan RFP: Downtown Streetscape Plan 31 32 RFP: Downtown Streetscape Plan RFP: Downtown Streetscape Plan 33 Victoria Gardens Monet Avenue 2.0 at Victoria Gardens RANCHO CUCAMONGA, CALIFORNIA SWA provided full landscape architectural planning, design, and implementation services to create the 175-acre Victoria Gardens, a vibrant hub of activity. The landscape framework is a grid of local streets and sidewalks with a town square, plazas, paseos, and parks harmoniously distributed throughout the downtown district. A decade after completion, the owner was eager to refresh and reinvigorate the project. SWA redesigned Monet Avenue, one of the project’s main retail streets, with a focus is on the next generation of users, creating a shopping environment that blurs the lines between retail and recreation. A three-block streetscape and plaza update to one of the main retail streets within the Victoria Gardens lifestyle center, the design for the area seeks to keep Victoria Gardens as a destination within the Inland Empire and at the forefront of the retail industry. It focuses on the social landscape and creates an environment with an entertaining and engaging retail experience. Client: Altoon Partners LLP (Monet Avenue), Forest City Commerical Group (Victoria Gardens), City of Rancho Cucamonga Size: 1.84 acres (Monet Avenue), 175 acres (Victoria Gardens) Scope of Work: Landscape Architecture Selected Awards: 2017 Real Estate Design Awards China - Gold Award, Landscape and Interior Design (Monet Avenue) 2016 ASLA Southern California Chapter Merit Award (Monet Avenue) 2006 ULI Award for Excellence: The Americas (Victoria Gardens) 2005 City of Rancho Cucamonga Award for Design Excellence (Victoria Gardens) 34 RFP: Downtown Streetscape Plan RFP: Downtown Streetscape Plan 35 36 RFP: Downtown Streetscape Plan RFP: Downtown Streetscape Plan 37 References 1. City of Whittier 13230 Penn Street, Whittier, CA 90602 Ben Pongetti - Development Project Manager, (562) 567-9320, bpongetti@cityofwhittier.org Project: Uptown Whittier Streetscape Vision Plan & Greenleaf Avenue Pedestrian Promeande - Visioning and urban design plan for the 185-acre Uptown area, followed by design to convert Greenleaf Avenue into a pedestrian promenade/park Date of work: March 2016 to June 2019 (Streetscape Plan), December 2020 to May 2021 (Greenleaf) 2. City of Laguna Beach 505 Forest Avenue, Laguna Beach, CA 92651 Shohreh Dupuis - City Manager, (949) 497-0704, sdupuis@lagunabeachcity.net Project: Laguna Beach Downtown Action Plan - Comprehensive guide for revitalization of a 113-acre downtown study area; Promenade on Forest - Design of Forest Avenue to convert from a vehicular roadway to a car-free pedestrian promenade Date of work: July 2019 to March 2020 (Downtown Action Plan), May 2020 (Promenade on Forest) 3. City of Mission Viejo 200 Civic Center, Mission Viejo, CA 92691 Larry Longenecker - Planning & Economic Development Manager, (949) 470-3024, longenecker@cityofmissionviejo.org Project: Mission Viejo Core Vision Plan & Development Guidelines - Visioning and ensuing guidelines to revitalize the City’s 261-acre core area Date of work: April 2016 to February 2017 (Vision Plan), March 2019 to December 2019 (Development Guidelines) Team Organization Chart CITY OF AZUSA SWA Group Laguna Beach, CA Managing Principal: Sean O’Malley Principal in Charge & Project Manager: Andrew Watkins COMMUNITY STAKEHOLDERS Lovisa Kjerrgren Landscape Designer Sergio Carrillo Landscape Designer 38 RFP: Downtown Streetscape Plan RFP: Downtown Streetscape Plan 39 Education Master of Architecture in Urban Design, Harvard University Graduate School of Design Bachelor of Architecture, Magna Cum Laude, Syracuse University School of Architecture Registrations Registered Architect: California #C34720 Massachusetts #20501 AICP - American Institute of Certified Planners (31688) LEED Accredited Professional Professional Affiliations American Institute of Architects (AIA) American Planning Association (APA) Urban Land Institute (ULI), Residential Neighborhood Development Council American Society of Landscape Architects (ASLA) Selected Awards & Honors 2021 APA Orange County Comprehensive Plan of the Year, Lake Forest General Plan Update 2020 APA California Planning Firm Award of Excellence (SWA Laguna Beach) 2020 ASLA San Diego Planning & Analysis Honor Award, North River Farms 2020 PCBC Gold Nugget Grand Award, Best On-the-Boards Site Plan, North River Farms 2019 APA Orange County Urban Design Award, Mission Viejo Core Area Andrew Watkins, AIA, AICP, ASLA, LEED AP PIC + PROJECT MANAGER | ARCHITECT, URBAN DESIGNER + PLANNER Andrew Watkins is an architect, planner and urban designer with over 15 years of professional experience. As a Principal in SWA’s Laguna Beach studio, Andrew focuses on large-scale urban design projects that explore the confluence of ecology and urbanism. Andrew has worked with communities throughout California and beyond to enhance their community fabric through engagement, collaboration, and a multidisciplinary design perspective. He enjoys working closely with stakeholders and community members to empower laypeople in planning and designing improvements for their own communities. His project experience includes urban and suburban revitalization as well as greenfield development. Representative Projects: Laguna Beach Downtown Action Plan, Laguna Beach, California Uptown Whittier Streetscape Beautification Plan, Whittier, California The Promenade on Forest, Laguna Beach, California Fontana Downtown Housing Guidebook, Fontana, California Woodbridge Village Center, Irvine, California Carmelita’s Kitchen de Mexico Dining Pavilion, Laguna Beach, California Mission Viejo Core Area Vision Plan, Mission Viejo, California Downtown Tracy TOD Study, Tracy, California Envision Willowick, Santa Ana, California Woodbine Master Plan, Toronto, Canada Lake Forest Mixed-Use Zoning Codes, Lake Forest, California Lake Forest General Plan Update, Lake Forest, California North Chico Specific Plan, Butte County, California Grandpark Specific Plan + Mixed-Use Zoning Code, Sacramento, California San Marcos General Plan Update, San Marcos, California South Morro Hills Vision Plan, Oceanside, California Greening Plan for Inglewood and Lennox, Los Angeles, California North River Farms Master Plan, Oceanside, California Esencia Master Plan, Rancho Mission Viejo, California Rienda Master Plan, Rancho Mission Viejo, California Rouzan Master Plan, Baton Rouge, Louisiana The Promenade on Forest, Laguna Beach, California Edenborne Tech Campus, Gonzales, Louisiana Education Master of Landscape Architecture in Urban Design, With Distinction, Harvard University Graduate School of Design Bachelor of Science, Landscape Architecture, Cum Laude, California State Polytechnic University, Pomona Registrations Registered Landscape Architect: California #3286 Arizona #63204 Colorado #805 New Mexico #460 Oregon #810 Wisconsin #607-014 Professional Affiliations American Society of Landscape Architects American Planning Association Urban Land Institute (ULI), ULI Global Exchange Council Selected Awards & Honors 2020 APA California Planning Firm Award of Excellence (SWA Laguna Beach) 2020 ASLA San Diego Planning & Analysis Honor Award, North River Farms 2020 PCBC Gold Nugget Grand Award, Best On-the-Boards Site Plan, North River Farms 2019 NAHB Master Planned Community of the Year, Esencia Sean O’Malley, RLA MANAGING PRINCIPAL | URBAN DESIGNER, PLANNER + LANDSCAPE ARCHITECT The Managing Principal of SWA’s Laguna Beach office, Sean O’Malley has more than 30 years of professional experience encompassing all aspects of landscape architecture, urban design and planning. He previously worked in downtown Riverside, adjacent to the mall, and brings an intimate knowledge of the site and larger context. He is excited about this opportunity and will be directly involved as a designer. Sean’s multidisciplinary skill set allows him to develop sophisticated design solutions at a variety of scales across the development transect. He has worked throughout the U.S., Middle East, China and across the globe on an array of project types. Sean also has a robust depth of plant knowledge, utilizing this skill as placemaker to integrate aesthetic and sensory elements as part of an immersive guest experience. Sean’s design interests are rooted in environmental infrastructure and the integration of the natural structures of a site with its development potential, prioritizing the use of dynamic ecological frameworks for planning and designing our physical environments. Representative Projects: Laguna Beach Downtown Action Plan, Laguna Beach, California Uptown Whittier Streetscape Beautification Plan, Whittier, California The Promenade on Forest, Laguna Beach, California Greenleaf Avenue Promenade, Whittier, California The Row, Aliso Viejo, California Monet Avenue 2.0 at Victoria Gardens, Rancho Cucamonga, California Victoria Gardens, Rancho Cucamonga, California Woodbridge Village Center, Irvine, California Mission Viejo Core Area Vision Plan, Mission Viejo, California La Via Mixed-Use Development, North Scottsdale, Arizona Envision Willowick, Santa Ana, California Greening Plan for Inglewood and Lennox, Los Angeles County, California Woodbine Master Plan, Toronto, Canada Dana Point Harbor Waterfront and Commercial Core, Dana Point, California Platinum Triangle, Anaheim, California Temecula Civic Center, Temecula, California Murrieta Civic Center, Murrieta, California Anaheim Regional Transportation Intermodal Center (ARTIC), Anaheim, California Anaheim Resort District Urban Design, Anaheim, California Jeffrey Open Space Park, Irvine, California 40 RFP: Downtown Streetscape Plan RFP: Downtown Streetscape Plan 41 EducationMaster of Landscape Architecture, Swedish University of Agricultural Sciences Bachelor of Landscape Architecture, Swedish University of Agricultural Sciences Exchange Studies in Landscape Architecture and Urban Design, University of Melbourne Certificate, Techniques in Fine Art, Gotland Art School Selected Awards & Honors 2020 APA California Planning Firm Award of Excellence (SWA Laguna Beach) 2019 APA Orange County Urban Design Award, Mission Viejo Core Area Vision Plan 2016 ASLA Southern California Chapter Honor Award, Greening Plan for Lennox and Inglewood, California Lovisa Kjerrgren ASSOCIATE | LANDSCAPE DESIGNER An Associate in SWA’s Laguna Beach office, Lovisa was drawn to landscape architecture by its integration of natural science, social dynamics, and art. She is interested in ideas and theories about people and place as well as their practical application — the why as much as the how of design. With a sharp eye and analytical mind, she excels at generating design concepts that derive from and expand upon the project’s specific contexts, in addition to communicating ideas with verbal and visual clarity. While being rooted in a Swedish design tradition – earning her Bachelor and Master of Landscape Architecture from the Swedish University of Agricultural Sciences – Lovisa has gained an international outlook on the field through travels, exchange studies, non-profit engagements, and internships, including the 2014 SWA Summer Student Program. Representative Projects: Laguna Beach Downtown Action Plan, Laguna Beach, California The Promenade on Forest, Laguna Beach, California Greenleaf Avenue Promenade, Whittier, California The Row, Aliso Viejo, California20-40 Pacifica, Irvine, California Woodbridge Village Center, Irvine, California Mission Viejo Core Area Vision Plan, Mission Viejo, California Greening Plan for Inglewood and Lennox, Los Angeles, California Newport Center Drive 600 Block, Newport Beach, California Technology Point, Irvine, California Jamboree Center, Irvine, California 100 Spectrum Center Drive, Irvine, California 101 Broadway Office Tower Concept, Irvine, California Pacific Financial Plaza, Irvine, California River Street Paseo Adelanto, San Juan Capistrano, California Kaplan Streetscape, Ontario, California Esplanade Renovation, Phoenix, Arizona Butler Plaza Town Center, Gainesville, Florida Manhattan Village Shopping Center, Manhattan Beach, California Stanton Retail, Stanton, California Ontario Great Park, Ontario, California Canvas Park. Ontario, California Kaplan Neighborhood Park, Ontario, California EducationBachelor of Science, Landscape Architecture, California State Polytechnic University, Pomona, California Selected Awards & Honors 2020 APA California Planning Firm Award of Excellence (SWA Laguna Beach) 2020 ASLA San Diego Planning & Analysis Honor Award, North River Farms 2020 PCBC Gold Nugget Grand Award, Best On-the-Boards Site Plan, North River Farms Sergio Carrillo LANDSCAPE DESIGNER A Los Angeles native, Sergio Carrillo joined SWA Laguna Beach in June 2019, shortly after graduating with a BSLA from Cal Poly, Pomona. During his last semester at Cal Poly, he worked with the Laguna Beach Office, the D.C. Office of Planning, and the Georgetown Business Improvement District in a collaborative studio that aimed to tackle Georgetown’s flood events with resilient design along the town’s waterfront. Prior to his graduation, Sergio spent several years working at an architecture office in Little Tokyo, Los Angeles, where he worked on competitions such as the London Olympic Games Pavilion and the Rio De Janeiro Symbolic World Cup Structure. This experience sparked his interest in sport-related designs and also in the graphic representation of projects. Sergio is fluent in Spanish and a integral member of SWA’s Laguna Beach office. Representative Projects: Laguna Beach Downtown Action Plan, Laguna Beach, California Heritage Barbecue & Capistrano Brewery, San Juan Capistrano, California The Groves at Whittier Village Center, Ontario, California Lake Forest Mixed-Use Zoning Codes, Lake Forest, California Rienda Planning, Rancho Mission Viejo, California Rancho Mission Viejo Ranch + Cow Camp, Rancho Mission Viejo, California North River Farms, Oceanside, California The Villages, Escondido, California River Street, San Juan Capistrano, California 3Roots Wellness Park, San Diego, California 3Roots Wisdom Park, San Diego, California 3Roots Open Space, San Diego, California 3Roots Streetscapes, San Diego, California EMAAR Square Roads, Cairo, Egypt Confidential New Capital District Master Plan, Riyadh, Saudi Arabia Diriyah Gate Mixed-Use Development, Riyadh, Saudi Arabia 42 RFP: Downtown Streetscape Plan RFP: Downtown Streetscape Plan 43 Approach SWA’s project approach is contextual, collaborative and responsive to the project’s specific needs, but generally follows several key steps. Listen The first and most important step is to listen; listen to the client’s goals, project team members and all stakeholders. A thorough project team engagement and public outreach process is a vital component of community and public realm projects. Through interactive dialogue we generate a vision built on common consensuses and responds to realistic development opportunities. We do so in a manner that is founded on an understanding of the project needs while integrating design excellence, technical proficiency, regulatory savvy and market wisdom. Synthesize Throughout the visioning process, as well as data- gathering efforts, our team works collaboratively to establish a shared vision and goals. These efforts build upon the existing urban context, successful features and development efforts within the project area, and the community’s aspirations for both the near future and years down the road. The urban context and community input are coalesced with the consultant team’s expertise and collective knowledge, allowing for a broader perspective that is tethered to market realities and realizable logistics. Create As a studio-based organization with over 60 years of creative professional experience, SWA approaches each project knowing that the best ideas are the result of collaboration, research, and respect. We design respecting the varying views of others, with an eye toward innovation while searching for solutions; all hurdles are approached with passion, devoid of preconceived notions. As a result, planning and urban design work are built on the strength of place, resulting in imaginative, memorable, and livable destinations that add enduring value. II.. SSCCOOPPEE OOFF SS EERRVVIICC EESS For the subject streets in the Downtown District, Gold Line District, Downtown Expansion District and Civic District, we shall prepare a series of planning studies and documents as later described which will define new streetscape designs. A. Background Review & Goals Project Meetings SWA will host virtual meetings with City staff during the course of work above for understanding and coordination. Meetings will occur every two (2) weeks, if needed, for the duration of the project. Project Kick-off SWA will attend a kick-off meeting with the City staff to serve as a forum to review and confirm project goals and objectives. A draft schedule will be reviewed, details for scheduled tasks will be discussed and an operational protocol will be established. We will use this opportunity to collect any relevant studies and information not already transmitted including baseline reports, data, and information sources, and to identify key stakeholders from the community. This will include an area tour to identify opportunities and constraints early on in the project. SWA will produce a meeting summary covering project goals, objectives and action items as well as an initial summary of site observations from the project area tour. B. Existing Field Survey & Maps Field Survey The Field Survey will be completed through the utilization of iPads loaded with ESRI’s Collector for ArcGIS software. The resulting inventory will be available for use as a .SHP file compatible with ESRI’s ArcGIS software and include geo-tagged site photography. The inventories will consist of: a. Trees and tree grates b. Hardscape and planters c. Lighting d. Furnishings, including seating, waste receptacles, bike racks, bus stops, banner hardware and water features GIS Maps SWA will summarize significant data from the above by composite maps, diagrams, and supplementary visual displays to indicate the existing character and typologies of the streetscapes. Street Cross-sections 44 RFP: Downtown Streetscape Plan RFP: Downtown Streetscape Plan 45 SWA team will conduct one (1) virtual workshop with the public and will implement interactive tools (e.g., surveys, Social Pinpoint, Mentimeter polling, Google Jamboard, etc.) to engage with the community and solicit input and critical information on the proposed palettes and design concepts for the streetscapes. Meeting notes will be provided summarizing key findings and decisions from each meeting. F. Presentations Planning Commission Study Session SWA will participate in a Study Session with the Planning Commission and assist in the preparation of content for staff reports. The Study Session will be interactive in format and designed to gather useful feedback from the Commission. Planning Commission Final Presentation SWA will present a final draft of the plan at a public hearing with the Planning Commission and assist in the preparation of content for staff reports. G. Cost Analysis of New Streetscape Cost Analysis SWA will evaluate alternatives as a “Kit of Parts” to understand a cost/benefit analysis for applying various design solutions. A square foot or linear cost may be assigned to streetscape elements that can be quantified while other improvements including any infrastructure related changes will be given a cost allowance. H. Downtown Streetscape Plan Draft Downtown Streetscape Plan SWA will prepare a summary report in digital format describing the analysis, evaluation, streetscape concepts and key recommendations. The report will be technical in nature and will be in 8-1/2 x 11 format. This document shall be provided ready for distribution by the City. It will include: a. Objectives b. Existing Field Surveys & Maps c. Analysis of Existing Streetscape Elements d. New Streetscape Elements i. Maps of proposed locations and purpose for placement of recommended elements ii. Cross Sections iii. Detail of each streetscape iv. Chart of quantity of all streetscape elements e. Color and Finishes Palette for streetscape elements SWA will prepare up to twelve (12) typical street cross-sections of existing conditions. C. Analysis of Existing Streetscape Streetscape Analysis Streetscape Recommendations D. Proposal of New Streetscape Streetscape Palette SWA will prepare up to three (3) branded and three (3) non-branded streetscape palettes. Up to three (3) additional revisions or new palettes will be provided if needed. Palettes will will include: a. Waste receptacles; b. Benches and seating elements; c. Light poles and bollards; d. Trees and tree grates; e. Bike racks; f. Bus shelters; g. Banner hardware; h. Planters and planting concept; i. Colors and finishes. Streetscape Concept Based on the preferred streetscape palettes, SWA will prepare up to six (6) typical streetscape enlargements that illustrate the application of the palettes and other design changes to the streetscapes. E. Community Outreach City Hall Display SWA will prepare graphic boards suitable for display at City Hall. The boards will educate the public about the proposed streetscape palettes and seek feedback on these changes through an interactive survey. Downtown Business Community Outreach Campaign SWA will conduct up to three (3) interviews and/or small group meetings with the downtown business community to better understand critical issues and opportunities as well as provide progress updates on the project. Meeting notes will be provided summarizing key findings and decisions from each meeting. Additionally, a digital survey will be created that can be distributed by the City. Community Workshop 46 RFP: Downtown Streetscape Plan RFP: Downtown Streetscape Plan 47 v. Color and Finish Names vi. Manufacturers f. Community Outreach Plan Final Downtown Streetscape Plan Based on feedback from City staff and the Planning Commission, SWA will revise the Downtown Streetscape Plan into a final document. I. Digital Availability of Information Digital File Transfer SWA will prepare all final documents in an InDesign package including all links and fonts, suitable for editing by the City as needed. J. Special Illustrative Plans and Materials Special presentation graphics such as renderings, perspectives, models or displays shall be Additional Services. Such services or costs shall be approved in advance by the Client. K. Plan Revisions Services required for plan changes, additions or revisions due to program changes by the Client or due to conditions of approval imposed during the course of the public approval process shall be Additional Services as indicated elsewhere in this Agreement. City Staff Involvement We envision a collaborative process with the City of Azusa and community stakeholders throughout the project’s duration, and we would look to the City for assistance with the following tasks: • Background Review & Goals – During the Project Kick-Off and initial meetings, we would look to the City for guidance on the overall project vision and objectives, schedule parameters, identification of any additional relevant studies and background information, and identification of key stakeholder groups for involvement. • Analysis of Existing Streetscape – We would look to the City for feedback and guidance on the project team’s streetscape analysis and streetscape recommendations. • Proposal of New Streetscape – We would look to the City for feedback and guidance on the project team’s streetscape palette options as well as streetscape concepts. • Community Outreach – We would look to the City for input on the logistics of the community outreach components. • Downtown Streetscape Plan – We would look to the City for feedback and guidance on the project team’s Draft Downtown Streetscape Plan and then ensuing Final Downtown Streetscape Plan. 48 RFP: Downtown Streetscape Plan RFP: Downtown Streetscape Plan 49 City of Azusa Downtown Streetscape Plan Estimated Project Schedule +Community Meeting/Event x City Meeting Step SubTask 4-Oct 11-Oct 18-Oct 25-Oct 1-Nov 8-Nov 15-Nov 22-Nov 29-Nov 6-Dec 13-Dec 20-Dec 27-Dec 3-Jan 10-Jan 17-Jan 24-Jan 31-Jan 1 Background Review & Goals 1.1 Project Meetings 1.2 Project Kick-off x 2 Existing Field Survey & Maps 2.1 Field Survey 2.2 GIS Maps 2.3 Street Cross-sections 3 Analysis of Existing Streetscape 3.1 Streetscape Analysis 3.2 Streetscape Reccomendations 4 Proposal of New Streetscape 4.1 Streetscape Palette 4.2 Streetscape Concept 5 Community Outreach 5.1 City Hall Display ++++ 5.2 Downtown Business Community Outreach Campaign + 5.3 Community Workshop + 6 Presentations 6.1 Plannnig Commission Study Session x 6.2 Planning Commission Final Presentation x 7 Cost Analysis of New Streetscape 7.1 Cost Analysis 8 Downtown Streetscape Plan 8.1 Draft Downtown Streetscape Plan 8.2 Final Downtwon Streetscape Plan 9 Digital Availability of Information 9.1 Digital File Transfer 2022 Milestone/City Review Working Period 2021 50 RFP: Downtown Streetscape Plan RFP: Downtown Streetscape Plan 51 Compensation Heritage Barbecue & Capistrano Brewing - San Juan Capistrano, California 52 RFP: Downtown Streetscape Plan RFP: Downtown Streetscape Plan 53 Step Fee Hours 1 Background Review & Goals 1.1 Project Meetings 11,501$ 72 1.2 Project Kick-off 2,396$ 15 13,897$ 87 2 Existing Field Survey & Maps 2.1 Field Survey 6,295$ 52 2.2 10,028$ 90 2.3 Street Cross-sections 5,878$ 44 22,202$ 186 3 Analysis of Existing Streetscape 3.1 Streetscape Analysis 13,216$ 108 3.2 Streetscape Reccomendations 23,137$ 180 36,354$ 288 4 Proposal of New Streetscape 4.1 13,842$ 112 4.2 Streetscape Concept 27,307$ 220 41,149$ 332 5 Community Outreach 5.1 8,172$ 64 5.2 Downtown Business Community Outreach Campaign 5,461$ 40 5.3 Community Workshop 9,046$ 68 22,680$ 172 6 Presentations 6.1 2,334$ 16 6.2 Planning Commission Final Presentation 2,334$ 16 4,668$ 32 7 Cost Analysis of New Streetscape 7.1 8,172$ 64 8,172$ 64 8 Downtown Streetscape Plan 8.1 32,352$ 264 8.2 Final Downtwon Streetscape Plan 9,046$ 68 41,398$ 332 9 Digital Availability of Information 9.1 1,480$ 10 1,480$ 10 192,000$ 1503 6,000$ Step 8 Subtotal Digital File Transfer Step 9 Subtotal In-Person Workshop in Lieu of Virtual Workshop Total Fee City of Azusa Downtown Streetscape Plan GIS Maps Streetscape Palette Step 3 Subtotal Step 4 Subtotal Step 1 Subtotal Step 2 Subtotal City Hall Display Step 5 Subtotal Plannnig Commission Study Session Step 6 Subtotal Cost Analysis Step 7 Subtotal Draft Downtown Streetscape Plan 570 Glenneyre Street Laguna Beach, California 92651-2453 +1.949.497.5471 www.swagroup.com Sean O’Malley Xiao Zheng Andrew Watkins Dhaval Barbhaya Stephen Rydzon Gerdo P Aquino Thomas Balsley Kinder Baumgardner Matt Baumgarten Natalia Beard René Bihan Shuyi Chang Richard Crockett Ning Deng Marco Esposito Leah Hales Andy Harcar Ying-Yu Hung Hui-Li Lee James Lee Margaret Leonard Chih-Wei Lin John Loomis Ye Luo Scott McCready Charles S McDaniel Timothy Peterson Rhett Rentrop R Joseph Runco Raymond Siu Todd Strawn David P Thompson James Vick John L Wong Jack Wu Shuntaro Yahiro September 15, 2021 City of Azusa Planning Division Economic and Community Development Department 213 East Foothill Blvd. Azusa, CA 91702 Attn: Manuel Muñoz, Planning Manager Re: Downtown Streetscape Plan RFP Azusa, San Gabriel Valley, Los Angeles County, California Dear Mr. Muñoz: We are pleased to submit the following proposal for Professional Services in connection with the project referenced above. This Agreement is by and between SWA Group (SWA), a California corporation, and the City of Azusa (the Client), in California. II.. SSCCOOPPEE OOFF SSEERRVVIICCEESS For the subject streets in the Downtown District, Gold Line District, Downtown Expansion District and Civic District, we shall prepare a series of planning studies and documents as later described which will define new streetscape designs. A. Background Review & Goals Meetings SWA will host virtual meetings with City staff during the course of work above for understanding and coordination. Meetings may occur every two (2) weeks, if needed, for the duration of the project. Kickoff SWA will attend a kickoff meeting with the City staff to serve as a forum to review and confirm project goals and objectives. A draft schedule will be reviewed, details for scheduled tasks will be discussed and an operational protocol will be established. We will use this opportunity to collect any relevant studies and information not already transmitted including baseline reports, data, and information sources, and to identify key stakeholders from the community. This will include an area tour to identify opportunities and constraints early on in the project. SWA will produce a meeting summary covering project goals, objectives and action items as well as an initial summary of site observations from the project area tour. 54 RFP: Downtown Streetscape Plan RFP: Downtown Streetscape Plan 55 City of Azusa Downtown Streetscape Plan RFP September 15, 2021 Page 2 of 10 B. Existing Field Survey & Maps Field Survey A field survey will be completed through the utilization of iPads loaded with ESRI’s Collector for ArcGIS software. The resulting inventory will be available for use as a .SHP file compatible with ESRI’s ArcGIS software and include geo-tagged site photography. The inventories will consist of: a. Trees and tree grates. b. Hardscape and planters. c. Lighting. d. Furnishings, including seating, waste receptacles, bike racks, bus stops, banner hardware and water features. GIS Maps SWA will summarize significant data from the above by composite maps, diagrams, and supplementary visual displays to indicate the existing character and typologies of the streetscapes. Street Cross-sections SWA will prepare up to twelve (12) typical street cross-sections of existing conditions. C. Analysis of Existing Streetscape Streetscape Analysis SWA will analyze the existing streetscape character within the project area and provide diagrams and graphics that describe frameworks, hierarchies, opportunities and constraints. Streetscape Recommendations SWA will provide recommendations on streetscape changes in the form of “Kit of Parts” concepts that could be used to provide a more pedestrian friendly and safer environment. D. New Streetscape SWA will prepare up to three (3) branded and three (3) non-branded streetscape palettes. Up to three (3) additional palette options may be provided, if requested by the Client. Palettes will include: a. Waste receptacles. b. Benches and seating elements. c. Light poles and bollards. d. Trees and tree grates. e. Bike racks. f. Bus shelters. g. Banner hardware. City of Azusa Downtown Streetscape Plan RFP September 15, 2021 Page 3 of 10 h. Planters and planting concept. i. Colors and finishes. Streetscape Concept Based on the preferred streetscape palettes, SWA will prepare up to six (6) typical streetscape enlargements that illustrate the application of the palettes and other design changes to the streetscapes. E. Community Outreach City Hall Display SWA will prepare graphic boards suitable for display at City Hall. The boards will educate the public about the proposed streetscape palettes and seek feedback on these changes through an interactive survey. Downtown Business Community Outreach Campaign SWA will conduct up to three (3) interviews and/or small group meetings with the downtown business community to better understand critical issues and opportunities as well as provide progress updates on the project. Meeting notes will be provided summarizing key findings and decisions from each meeting. Additionally, a digital survey will be created that can be distributed by the City. Community Workshop SWA team will conduct one (1) virtual workshop with the public and will implement interactive tools (e.g., surveys, Social Pinpoint, Mentimeter polling, Google Jamboard, etc.) to engage with the community and solicit input and critical information on the proposed palettes and design concepts for the streetscapes. Meeting notes will be provided summarizing key findings and decisions from each meeting. F. Presentations Planning Commission Study Session SWA will participate in a Study Session with the Planning Commission and assist in the preparation of content for staff reports. The Study Session will be interactive in format and designed to gather useful feedback from the Commission. Planning Commission Final Presentation SWA will present a final draft of the plan at a public hearing with the Planning Commission and assist in the preparation of content for staff reports. G. Cost Analysis of New Streetscape SWA will evaluate alternatives as a “Kit of Parts” to understand a cost/benefit analysis for applying various design solutions. A square foot or linear cost may be assigned to streetscape elements that can be quantified while other improvements including any infrastructure related changes will be given a cost allowance. H. Downtown Streetscape Plan Draft Downtown Streetscape Plan SWA will prepare a summary report in digital format describing the analysis, evaluation, streetscape concepts and key recommendations. The report will be technical in nature and will be in 8-1/2 x 11 format. This document shall be provided ready for distribution by the City. It will include: 56 RFP: Downtown Streetscape Plan RFP: Downtown Streetscape Plan 57 City of Azusa Downtown Streetscape Plan RFP September 15, 2021 Page 4 of 10 a. Objectives. b. Existing Field Surveys & Maps. c. Analysis of Existing Streetscape Elements. d. New Streetscape Elements: i. Maps of proposed locations and purpose for placement of recommended elements; ii. Cross sections; iii. Detail of each streetscape; iv. Chart of quantity of all streetscape elements; e. Color and Finishes Palette for streetscape elements: i. Color and finish names; ii. Manufacturers. f. Community Outreach Plan. Final Downtown Streetscape Plan Based on feedback from City staff and the Planning Commission, SWA will revise the Downtown Streetscape Plan into a final document. I. Digital Availability of Information SWA will prepare all final documents in an InDesign package including all links and fonts, suitable for editing by the City as needed. J. Special Illustrative Plans and Materials Special presentation graphics such as renderings, perspectives, models or displays shall be Additional Services. Such services or costs shall be approved in advance by the Client. K. Plan Revisions Services required for plan changes, additions or revisions due to program changes by the Client or due to conditions of approval imposed during the course of the public approval process shall be Additional Services as indicated elsewhere in this Agreement. IIII.. EEXXCCLLUUSSIIOONNSS TTOO SSCCOOPPEE OOFF SSEERRVVIICCEESS Items not specifically identified in the scope of services sections of this proposal are to be excluded from this work effort and shall be considered Additional Services. The Client shall provide the following information or services as required for performance of the work. Should SWA be required to provide services in obtaining or coordinating compilation of this information, such services shall be charged as Additional Services. SWA assumes no responsibility for the accuracy of such information or services, may rely on the accuracy of such information, and shall not be liable for error or omissions therein. Topography and boundary surveys in digital format. Legal descriptions of property. City of Azusa Downtown Streetscape Plan RFP September 15, 2021 Page 5 of 10 Soils investigations and/or engineering. Existing site engineering and utility base information. Site environmental information required for planning processing. Economic or market analyses. Overhead aerial photographs at controlled scale. IIIIII.. FFEEEESS AANNDD TTEERRMMSS Services described above shall be provided or for the fixed sum total contract value NTE One-Hundred and Ninety-Two Thousand ($192,000) Dollars, in accordance with the terms and conditions in Appendix A attached hereto and which is incorporated and made part of this Agreement by reference. We would be pleased to answer questions you may have or to clarify the various points above. If selected, SWA would like the opportunity to review the Professional Services Agreement or Letter Agreement with the City of Azusa, for possible negotiation of the City's standard Terms and Conditions, including insurance requirements. Sincerely yours, SWA Group Sean O’Malley Contracting Agent Landscape Architect, CA License #3286 Landscape Architects are licensed by the State of California. SOM/AW/dp Proposal copyright ©2021 by SWA Group. No portion of this proposal may be copied or distributed to without the written permission of SWA Group. 58 RFP: Downtown Streetscape Plan RFP: Downtown Streetscape Plan 59 City of Azusa Downtown Streetscape Plan RFP September 15, 2021 Page 6 of 10 AAPPPPEENNDDII XX AA Appended to and part of Agreement for Professional Services between SWA Group (SWA) and the City of Azusa (the Client), dated September 15, 2021. FFEEEESS FFOORR PPRROOFFEESSSSIIOONNAALL SSEERRVVIICCEESS Services outlined under the Scope of Services shall be provided for the fixed sum stipulated in the Agreement for Professional Services. RREEIIMMBBUURRSSAABBLLEE CCOOSSTTSS Costs outlined to perform the Scope of Services are included in the Fee for Professional Services. AADDDDIITTIIOONNAALL SSEERRVVIICCEESS Provided SWA has been paid per this Agreement, Additional Services shall be provided for fixed sum to be agreed upon between the parties in writing. Additional Services may be provided on a time basis computed by number of hours spent in connection with referenced project. The following is a list of principal(s) committed to this project: PPrriinncciippaallss RRaattee // HHoouurr O’Malley $310 Barbhaya $238 Rydzon $210 Watkins $215 Other principals, if used on this project, have rates ranging from $210 to $355 an hour. These rates may be increased subsequently without written notice. Current staff rates range between $100 and $170. Additional Services include but are not limited to: A. Cost of models, special renderings, promotional photography, special process printing, special equipment, special printed reports or publications, maps and documents approved in advance by the Client. B. Fees for additional consultants retained with the approval of Client. C. In-house professional photography services or drone photography. D. Making planning surveys, feasibility studies, and special analyses of the Client's needs to clarify requirements for project programming. E. Site planning. F. Revisions and changes in drawings, specifications or other documents when such revisions are inconsistent with approvals or instructions previously given by the Client required by the enactment or revision of codes, laws or regulations subsequent to the preparation of such documents. G. Cost of review as to form of lenders documents, certifications and consents to assignment requested of SWA during the term of this Agreement. City of Azusa Downtown Streetscape Plan RFP September 15, 2021 Page 7 of 10 SSTTAATTEEMMEENNTTSS Fees for Professional Services shall be billed monthly for progress payment based upon percentage of work complete. Reimbursable Costs shall be billed with fee invoices. The Client will notify SWA of any disputes or questions regarding an invoice within fifteen (15) days of the Client’s receipt of the invoice in question. AACCCCOOUUNNTTSS Accounts are payable net 30 days from date of invoice at our office in Sausalito, California. A service charge of 1.25% of invoice amount per month (15% annual rate) will be applied to all accounts not paid within sixty (60) days of invoice date. IINNSSUURRAANNCCEE At all times during the performance of its services under this Agreement, SWA shall maintain in full force and effect the following insurance, with the coverages and limits specified: A. Workers' compensation insurance, including occupational disease, in accordance with the statutory requirements set forth by the state in which the work is to be performed, and employer's liability insurance covering all of SWA's employees engaged in the performance of this Agreement, in the sum of $1,000,000.00. B. Commercial general liability insurance, including Landscape Architect protective liability and contractual liability insurance, covering death or bodily injury and property damage of $1,000,000.00 for any one accident, bodily injury and property damage combined single limit. C. Commercial automobile liability insurance covering SWA for claims arising from owned, hired and non-owned vehicles covering death or bodily injury and property damage with limits of $1,000,000.00 for any one accident, bodily injury and property damage combined single limit. D. Professional liability (errors and omissions) insurance, on a claims-made basis, with limits of $2,000,000.00 per claim and $4,000,000.00 in the aggregate. E. Certificates of insurance covering any or all of the above insurance required to be maintained by SWA shall be provided to the Client upon written request. F. Should the Client request in writing that modifications be made to the stated policy limits or deductibles, SWA shall use its best efforts to have its insurers accommodate such modifications. All charges and additional premiums levied by insurers for such modifications shall be paid by the Client in advance. G. Upon written request by the Client, SWA shall use its best efforts to have the Client named as an additional insured on the Commercial general liability and Commercial automobile liability policies described above, subject to acceptance by the insurer. IINNDDEEMMNNIIFFIICCAATTIIOONN A. To the extent of available coverage under the insurance coverage as provided in this Agreement, SWA shall indemnify and save harmless (but not defend) the Client against any and all loss, liability and damages arising out of any claim, suit or legal proceeding to recover damages for wrongful death, bodily injury, illness or disease, or injury to, or destruction of property to the extent caused by the negligent errors or omissions or willful misconduct of SWA, its subcontractors, agents or employees. 60 RFP: Downtown Streetscape Plan RFP: Downtown Streetscape Plan 61 City of Azusa Downtown Streetscape Plan RFP September 15, 2021 Page 8 of 10 B. The Client shall indemnify and save harmless SWA from and against any and all loss, liability and damage arising out of any claim, suit or legal proceeding to recover damages for wrongful death, bodily injury, illness or disease, or injury to, or destruction of property, to the extent caused by or attributable to: The negligent errors or omissions or willful misconduct of the Client, its contractors, subcontractors, agents or employees. Any hazardous substance, condition, element or material, or any combination of the foregoing, produced by the Client; or emitted intentionally or unintentionally from the property on which the project is located or from the facilities to be designed; or specifically required by the Client to be used or incorporated by SWA into the work to be performed by SWA. SWA shall not be under any duty or obligation to investigate for the existence of such conditions, and shall not be responsible for any failure to discover such conditions. Failure of the Client to provide information or services required to be provided by the Client under the terms of this Agreement or from any inaccuracy, error or omission in such information or services. Any claim asserted by an individual Home Owner or a Homeowners’ Association formed for or associated with this project or any portion of this project, except to the extent caused by the negligence of SWA, its subcontractors, agents or employees. The Client's obligation to indemnify SWA under this clause shall include (without limitation) reimbursement to SWA for all reasonable costs incurred in the defense of such claims, including attorneys' fees incurred in connection with any appeal of a legal action, and all reasonable settlement costs, unless SWA is found to be negligent with respect to such claim under the dispute resolution procedures agreed to in this Agreement, upon which finding the Client shall have no duty to reimburse SWA for any such damages or costs which are attributable to SWA's negligence. DDIISSPPUUTTEE RR EESSOOLLUUTTIIOONN The parties agree that they shall attempt to resolve any controversy, claim or dispute between them arising out of or relating to the interpretation, construction, or performance of this Agreement, or breach thereof (collectively the “Claim”) by consultation between Principals of the parties. Any Claim which is not resolved by consultation shall be referred to voluntary, non-binding mediation to be conducted by a mutually acceptable mediator. Any Claim which is not resolved by non-binding mediation shall be referred to binding arbitration conducted in accordance with the Construction Industry Arbitration Rules of the American Arbitration Association. Claims where the amount in controversy is less than $150,000 shall be decided by a single arbitrator; otherwise the Claim shall be decided by three arbitrators. All proceedings shall take place in Marin County, California. Costs of mediation or arbitration shall be split equally between the parties. CCOONNFFIIDDEENNTTIIAALLIITTYY SWA will use its best efforts and will take reasonable precautions to protect and maintain the confidentiality of any information supplied by the Client during the course of this Agreement and which is identified in writing by the Client as being confidential information, except to the extent that disclosure of such information to third parties is necessary in the performance of SWA's services. This clause shall not apply to any information which is in the public domain, or which was acquired by SWA prior to the execution of this Agreement, or obtained from third parties under no obligation to the Client. RRIIGGHHTT TTOO SSUUSSPPEENNDD SSEERRVVIICCEESS SWA shall have the right to suspend services on this project if (a) the parties have not executed a written contract for SWA's services and unpaid invoices have been rendered with an aggregate balance exceeding $5,000.00; or (b) unpaid project invoices over ninety (90) days old exceed $5,000.00 in the aggregate. City of Azusa Downtown Streetscape Plan RFP September 15, 2021 Page 9 of 10 AAUUTTHHOORRIIZZAATTIIOONN TTOO PPRROOCCEEEEDD If SWA is authorized to commence and/or continue providing its services on the project, either verbally or in writing, prior to the full execution of a written contract, such authorization shall be deemed an acceptance of this proposal, and all such services shall be provided and compensated for in accordance with the terms and conditions contained herein as though this proposal were fully executed by the Client. OOWWNNEERRSSHHIIPP OOFF DDOOCCUUMMEENNTTSS Original drawings and other documents, as instruments of professional service, are the property of SWA. None of them is to be used on other projects except by written agreement of SWA. One reproducible set of final documents will be furnished to the Client upon request. DDOOCCUUMMEENNTTSS FFUURRNNIISSHHEEDD IINN EELLEECCTTRROONNIICC MMEEDDIIAA Drawings and data provided to SWA in digital format must be in a form acceptable to SWA. Drawing files shall be in AutoCAD dwg format version 2004 or higher, or an SWA-approved alternative. All files must be created with a legal license. As restricted by copyright law, SWA cannot accept any dwg or other file generated under an educational AutoCAD software license. Instruments of professional service provided by SWA in electronic media form, once released by SWA, may be subject to inaccuracies, anomalies and errors due to electronic translation, formatting or interpretation. SWA is not responsible for errors and omissions because of these conditions, nor for those resulting from conversion, modification, misinterpretation, misuse or reuse by others after electronic media is released by SWA. CCRREEDDIITTSS//AACCKKNNOOWWLLEEDDGGMMEENNTTSS SWA shall be given proper credit and acknowledgments for all services rendered including, but not limited to, planning, design and implementation. Proper credit shall be defined as being named by the Client (or their agent/client) in project identification boards, published articles, promotional brochures, and similar communications. FFOORRCCEE MMAAJJEEUURREE SWA shall not be responsible for any delay in the performance or progress of the work, or liable for any costs or damages sustained by the Client resulting from such delay, caused by any act or neglect of the Client or the Client's representatives, or by any third person acting as the agent, servant or employee of the Client, or by changes ordered in the work, or as a result of compliance with any order or request of any federal, state or municipal government authority or any person purporting to act therefore, or by acts of declared or undeclared war or by public disorder, riot or civil commotion, or by any other cause beyond the control and without the fault or negligence of SWA. In the event of any such delay, SWA shall proceed with due diligence to alleviate such delay and continue the performance of all obligations under this Agreement. The time during which SWA is delayed in the performance of the work, shall be added to the time for completion of its services to the extent such time is specified in this Agreement. All additional costs or damages resulting from any delay in the performance or progress of the work caused by any act or neglect of the Client, its agents or representatives, shall be borne entirely by the Client. LLAAWW This Agreement shall be interpreted and enforced according to the laws of the State of California. 62 RFP: Downtown Streetscape Plan RFP: Downtown Streetscape Plan 63 City of Azusa Downtown Streetscape Plan RFP September 15, 2021 Page 10 of 10 VVAALLIIDDIITTYY Should any provision herein be found or deemed to be invalid, this Agreement shall be construed as not containing such provision, and all other provisions which are otherwise lawful shall remain in full force and effect, and to this end the provisions of the Agreement are declared to be severable. SSUUCCCCEESSSSOORRSS AANNDD AASSSSIIGGNNSS It is mutually understood and agreed that this Agreement shall be binding upon the Client and its successors and assigns and upon SWA, its successors and assigns. Neither party shall assign nor transfer its interest in this Agreement or any part thereof without the written consent of the other party. TTEERRMMIINNAATTIIOONN AANNDD WWOORRKK SSTTOOPPPPAAGGEE It is understood that these Services may be terminated upon ten (10) days written notice for good reason by either the Client or SWA. In this event, SWA will be compensated for all work-performed prior to date of termination. Additionally, in the event that the Client stops the project for longer than thirty (30) days, SWA will be compensated for all work which has been performed by SWA prior to the date of work stoppage, and payment shall be paid by the Client for such work to SWA within thirty (30) days of SWA’s invoice to the Client for those services rendered. In addition to the above, the Project shall be considered as suspended if the Work/Services stop for more than six (6) months or if the Client suspends the performance of Services by SWA for their convenience. Upon such suspension, SWA shall cease work and shall be compensated immediately for the current phase of service and any Additional Services completed till that date. After receipt of notice to proceed, SWA may, at its request, require up to two (2) weeks to re- mobilize the team before recommencing work on the Project. If the Project is suspended or not active for more than nine (9) months, this Agreement will be terminated without notice. RREEVVOOCCAATTIIOONN This proposal shall be considered revoked if acceptance is not received within sixty (60) days of the date hereof. If SWA does not receive a signed copy within this period, SWA reserves the right to revise the fees. EENNTTIIRREE AAGGRREEEEMMEENNTT This Agreement supersedes any and all other agreements, either oral or in writing, between the parties with respect to the subject matter herein. Each party to this Agreement acknowledges that no representations, by any party which are not embodied herein and that no other agreement, statement or promise not contained in this Agreement shall be valid and binding. Any modification of this Agreement will be effective only if it is in writing signed by the parties. EENNDD THIS PAGE INTENTIONALLY LEFT BLANK. Dallas Dubai Houston Laguna Beach Los Angeles New York SWA/Balsley San Francisco Sausalito Shanghai swagroup.com twitter.com/swagroup instagram.com/swagroup facebook.com/swagroup linkedin.com/company/swa-group 570 Glenneyre Street Laguna Beach, California 92651-2453 +1.949.497.5471 www.swagroup.com Sean O’Malley Xiao Zheng Andrew Watkins Dhaval Barbhaya Stephen Rydzon Gerdo P Aquino Thomas Balsley Kinder Baumgardner Matt Baumgarten Natalia Beard René Bihan Shuyi Chang Richard Crockett Ning Deng Marco Esposito Leah Hales Andy Harcar Ying-Yu Hung Hui-Li Lee James Lee Margaret Leonard Chih-Wei Lin John Loomis Ye Luo Scott McCready Charles S McDaniel Timothy Peterson Rhett Rentrop R Joseph Runco Raymond Siu Todd Strawn David P Thompson James Vick John L Wong Jack Wu Shuntaro Yahiro January 4, 2022 City of Azusa Planning Division, Economic and Community Development Department 213 East Foothill Blvd. Azusa, CA 91702 Attn: Manuel Muñoz, Planning Manager Re: Downtown Streetscapes Azusa, San Gabriel Valley, Los Angeles County, California Dear Mr. Muñoz: We are pleased to submit the following proposal for Professional Services in connection with the project referenced above. This Agreement is by and between SWA Group (SWA), a California corporation, and the City of Azusa (the Client), in California. I. SCOPE OF SERVICES For the subject streets in the Downtown District, Gold Line District, Downtown Expansion District and Civic District, we shall prepare a series of planning studies and documents as later described which will define new streetscape designs. A. Background Review & Goals Kickoff SWA will attend a kickoff meeting with the City staff to serve as a forum to review and confirm project goals and objectives. A draft schedule will be reviewed, details for scheduled tasks will be discussed and an operational protocol will be established. We will use this opportunity to collect any relevant studies and information not already transmitted including baseline reports, data, and information sources, and to identify key stakeholders from the community. This will include an area tour to identify opportunities and constraints early on in the project. SWA will produce a meeting summary covering project goals, objectives and action items as well as an initial summary of site observations from the project area tour. SWA will host virtual meetings with City staff during our course of work for coordination. Meetings may occur every two (2) weeks, if needed. B. Field Survey A field survey of streetscape elements will be completed to document the existing palette variations within the study area. The inventories will consist of: a. Trees and tree grates. b. Hardscape and planters. City of Azusa Downtown Streetscapes January 4, 2022 Page 2 of 10 c. Lighting. d. Furnishings, including seating, waste receptacles, bike racks, bus stops, banner hardware and water features. SWA will prepare up to eight (8) typical street cross-sections of existing conditions. C. Existing Streetscape SWA will analyze the existing streetscape character within the project area and provide diagrams and graphics that describe frameworks, hierarchies, opportunities and constraints. SWA will provide recommendations on streetscape changes in the form of “Kit of Parts” concepts that could be used to provide a more pedestrian friendly and safer environment. D. Streetscape Palettes SWA will prepare up to three (3) branded and three (3) non-branded streetscape palettes. Palettes will include: a. Waste receptacles. b. Benches and seating elements. c. Light poles and bollards. d. Trees and tree grates. e. Bike racks. f. Bus shelters. g. Banner hardware. h. Planters and planting concept. i. Colors and finishes. Based on the Client’s preferred streetscape palette, SWA will prepare up to three (3) typical streetscape enlargements that illustrate the application of the palettes and other design changes to the streetscapes. E. Community Outreach Downtown Business Outreach SWA will conduct up to three (3) interviews and/or small group meetings with the downtown business community to better understand critical issues and opportunities as well as provide progress updates on the project. Meeting notes will be provided summarizing key findings from each meeting. Additionally, a digital survey will be created that can be distributed by the City. Virtual Community Workshop SWA team will host a virtual workshop with the public implementing interactive tools (e.g., surveys, Social Pinpoint, Mentimeter polling, Google Jamboard, etc.) to engage with the community and solicit input and critical information on the proposed palettes and design concepts for the streetscapes. Meeting notes will be provided to the Client summarizing key findings. As an option, the Client may request an in-person Community Workshop for an Additional Lump Sum Fee of Six Thousand ($6,000) Dollars. City of Azusa Downtown Streetscapes January 4, 2022 Page 3 of 10 F. Planning Commission Study Session SWA will participate in a study session with the Planning Commission and, if needed, assist the Client in the preparation of content for staff reports. The session will be interactive in format to gather useful feedback. Final Presentation SWA will present a final draft of the plan at a public hearing with the Planning Commission, and assist in the preparation of content for staff reports, if needed. G. Cost Analysis SWA will evaluate alternatives as a “Kit of Parts” to understand a cost/benefit analysis for applying various design solutions. A square foot or linear cost may be assigned to streetscape elements that can be quantified while other improvements including any infrastructure related changes will be given a cost allowance. H. Downtown Streetscape Plan Draft Downtown Streetscape Plan SWA will prepare a summary report in digital format describing the analysis, evaluation, streetscape concepts and key recommendations. The report will be technical in nature and will be in 8-1/2 x 11 format. This document shall be provided ready for distribution by the City. It will include: a. Objectives. b. Existing field survey. c. Analysis of existing streetscape elements. d. New streetscape elements: i. Maps of proposed locations and purpose for placement of recommended elements; ii. Cross sections; iii. Detail of each streetscape; iv. Chart of quantity of all streetscape elements. e. Color and finishes palette for streetscape elements: i. Color and finish names; ii. Manufacturers. f. Phasing. Final Downtown Streetscape Plan Based on feedback from the Client and the Planning Commission, SWA will revise the Downtown Streetscape Plan into a final document. I. Special Illustrative Plans and Materials Special presentation graphics such as renderings, perspectives, models or displays shall be Additional Services. Such services or costs shall be approved in advance by the Client. City of Azusa Downtown Streetscapes January 4, 2022 Page 4 of 10 J. Meetings and Plan Revisions Virtual meetings with the Client during the course of work above for understanding and coordination shall be not exceed ten (10) meetings. Additional meetings shall be Additional Services as indicated elsewhere in this Agreement. Community workshop shall be limited to one (1) virtual event. If elected by the Client, an in-person community workshop may be provided for an Additional lump sum fee of $6,000. More than one (1) community workshop shall be Additional Services as covered elsewhere in this Agreement. Sessions with or presentations to the Planning Commission shall be limited to two (2) occurrences. Additional meetings shall be Additional Services as indicated elsewhere in this Agreement. Services required for plan changes, additions or revisions due to program changes by the Client or due to conditions of approval imposed during the course of the public approval process shall be Additional Services as indicated elsewhere in this Agreement. II. EXCLUSIONS TO SCOPE OF SERVICES Items not specifically identified in the scope of services sections of this proposal are to be excluded from this work effort and shall be considered Additional Services. The Client shall provide the following information or services as required for performance of the work. Should SWA be required to provide services in obtaining or coordinating compilation of this information, such services shall be charged as Additional Services. SWA assumes no responsibility for the accuracy of such information or services, may rely on the accuracy of such information, and shall not be liable for error or omissions therein. Topography and boundary surveys in digital format. Legal descriptions of property. Soils investigations and/or engineering. Existing site engineering and utility base information. Site environmental information required for planning processing. Display boards. Economic or market analyses. Overhead aerial photographs at controlled scale. III. FEES AND TERMS Services described above shall be provided or for the fixed sum total contract value Not to Exceed One Hundred Thousand ($100,000) Dollars, in accordance with the terms and conditions in Appendix A attached hereto and which is incorporated and made part of this Agreement by reference. SWA requests the Professional Services Agreement with the City of Azusa for review by our legal counsel. SWA’s sample Certificate of Insurance is attached. We would be pleased to answer questions you may have or to clarify the various points above. City of Azusa Downtown Streetscapes January 4, 2022 Page 5 of 10 Sincerely yours, SWA Group Sean O’Malley Contracting Agent Landscape Architect, CA License #3286 Landscape Architects are licensed by the State of California. SOM/AW/dp Proposal copyright ©2022 by SWA Group. No portion of this proposal may be copied or distributed without the written permission of SWA Group. City of Azusa Downtown Streetscapes January 4, 2022 Page 6 of 10 APPENDIX A Appended to and part of Agreement for Professional Services between SWA Group (SWA) and the City of Azusa (the Client), dated January 4, 2022, which supersedes all previous written and oral agreements. FEES FOR PROFESSIONAL SERVICES Services outlined under the Scope of Services shall be provided for the fixed sum stipulated in the Agreement for Professional Services. REIMBURSABLE COSTS Costs to perform the Scope of Services outlined are included in the Fee for Professional Services. ADDITIONAL SERVICES Provided SWA has been paid per this Agreement, Additional Services shall be provided for fixed sum to be agreed upon between the parties in writing. The following is a list of principal(s) committed to this project: Principals Rate / Hour O’Malley $310 Watkins $215 Other principals, if used on this project, have rates ranging from $200 to $355 an hour. These rates may be increased subsequently without written notice. Current staff rates range between $100 and $170. Additional Services include but are not limited to: A. Cost of models, special renderings, promotional photography, special process printing, special equipment, special printed reports or publications, maps and documents approved in advance by the Client. B. Fees for additional consultants retained with the approval of Client. C. In-house professional photography services or drone photography. D. Making planning surveys, feasibility studies, and special analyses of the Client's needs to clarify requirements for project programming. E. Site planning. F. Revisions and changes in drawings, specifications or other documents when such revisions are inconsistent with approvals or instructions previously given by the Client required by the enactment or revision of codes, laws or regulations subsequent to the preparation of such documents. G. Cost of review as to form of lenders documents, certifications and consents to assignment requested of SWA during the term of this Agreement. STATEMENTS Fees for Professional Services shall be billed monthly for progress payment based upon percentage of work complete. Reimbursable Costs shall be billed with fee invoices. The Client will notify SWA of any disputes or questions regarding an invoice within fifteen (15) days of the Client’s receipt of the invoice in question. City of Azusa Downtown Streetscapes January 4, 2022 Page 7 of 10 ACCOUNTS Accounts are payable net 30 days from date of invoice at our office in Sausalito, California. A service charge of 1.25% of invoice amount per month (15% annual rate) will be applied to all accounts not paid within sixty (60) days of invoice date. INSURANCE At all times during the performance of its services under this Agreement, SWA shall maintain in full force and effect the following insurance, with the coverages and limits specified: A. Workers' compensation insurance, including occupational disease, in accordance with the statutory requirements set forth by the state in which the work is to be performed, and employer's liability insurance covering all of SWA's employees engaged in the performance of this Agreement, in the sum of $1,000,000.00. B. Commercial general liability insurance, including Landscape Architect protective liability and contractual liability insurance, covering death or bodily injury and property damage of $1,000,000.00 for any one accident, bodily injury and property damage combined single limit. C. Commercial automobile liability insurance covering SWA for claims arising from owned, hired and non-owned vehicles covering death or bodily injury and property damage with limits of $1,000,000.00 for any one accident, bodily injury and property damage combined single limit. D. Professional liability (errors and omissions) insurance, on a claims-made basis, with limits of $2,000,000.00 per claim and $4,000,000.00 in the aggregate. E. Certificates of insurance covering any or all of the above insurance required to be maintained by SWA shall be provided to the Client upon written request. F. Should the Client request in writing that modifications be made to the stated policy limits or deductibles, SWA shall use its best efforts to have its insurers accommodate such modifications. All charges and additional premiums levied by insurers for such modifications shall be paid by the Client in advance. G. Upon written request by the Client, SWA shall use its best efforts to have the Client named as an additional insured on the Commercial general liability and Commercial automobile liability policies described above, subject to acceptance by the insurer. INDEMNIFICATION A. To the extent of available coverage under the insurance coverage as provided in this Agreement, SWA shall indemnify and save harmless (but not defend) the Client against any and all loss, liability and damages arising out of any claim, suit or legal proceeding to recover damages for wrongful death, bodily injury, illness or disease, or injury to, or destruction of property to the extent caused by the negligent errors or omissions or willful misconduct of SWA, its subcontractors, agents or employees. B. The Client shall indemnify and save harmless SWA from and against any and all loss, liability and damage arising out of any claim, suit or legal proceeding to recover damages for wrongful death, bodily injury, illness or disease, or injury to, or destruction of property, to the extent caused by or attributable to: The negligent errors or omissions or willful misconduct of the Client, its contractors, subcontractors, agents or employees. City of Azusa Downtown Streetscapes January 4, 2022 Page 8 of 10 Any hazardous substance, condition, element or material, or any combination of the foregoing, produced by the Client; or emitted intentionally or unintentionally from the property on which the project is located or from the facilities to be designed; or specifically required by the Client to be used or incorporated by SWA into the work to be performed by SWA. SWA shall not be under any duty or obligation to investigate for the existence of such conditions, and shall not be responsible for any failure to discover such conditions. Failure of the Client to provide information or services required to be provided by the Client under the terms of this Agreement or from any inaccuracy, error or omission in such information or services. Any claim asserted by an individual Home Owner or a Homeowners’ Association formed for or associated with this project or any portion of this project, except to the extent caused by the negligence of SWA, its subcontractors, agents or employees. The Client's obligation to indemnify SWA under this clause shall include (without limitation) reimbursement to SWA for all reasonable costs incurred in the defense of such claims, including attorneys' fees incurred in connection with any appeal of a legal action, and all reasonable settlement costs, unless SWA is found to be negligent with respect to such claim under the dispute resolution procedures agreed to in this Agreement, upon which finding the Client shall have no duty to reimburse SWA for any such damages or costs which are attributable to SWA's negligence. STANDARD OF CARE The standard of care applicable to this Agreement shall be that level of care and skill ordinarily practiced by professionals practicing in the same discipline, location, and at the same time as the services provided by SWA. DISPUTE RESOLUTION The parties agree that they shall attempt to resolve any controversy, claim or dispute between them arising out of or relating to the interpretation, construction, or performance of this Agreement, or breach thereof (collectively the “Claim”) by consultation between Principals of the parties. Any Claim which is not resolved by consultation shall be referred to voluntary, non-binding mediation to be conducted by a mutually acceptable mediator. Any Claim which is not resolved by non-binding mediation shall be referred to binding arbitration conducted in accordance with the Construction Industry Arbitration Rules of the American Arbitration Association. Claims where the amount in controversy is less than $150,000 shall be decided by a single arbitrator; otherwise the Claim shall be decided by three arbitrators. All proceedings shall take place in Marin County, California. Costs of mediation or arbitration shall be split equally between the parties. CONFIDENTIALITY SWA will use its best efforts and will take reasonable precautions to protect and maintain the confidentiality of any information supplied by the Client during the course of this Agreement and which is identified in writing by the Client as being confidential information, except to the extent that disclosure of such information to third parties is necessary in the performance of SWA's services. This clause shall not apply to any information which is in the public domain, or which was acquired by SWA prior to the execution of this Agreement, or obtained from third parties under no obligation to the Client. RIGHT TO SUSPEND SERVICES SWA shall have the right to suspend services on this project if (a) the parties have not executed a written contract for SWA's services and unpaid invoices have been rendered with an aggregate balance exceeding $5,000.00; or (b) unpaid project invoices over ninety (90) days old exceed $5,000.00 in the aggregate. City of Azusa Downtown Streetscapes January 4, 2022 Page 9 of 10 AUTHORIZATION TO PROCEED If SWA is authorized to commence and/or continue providing its services on the project, either verbally or in writing, prior to the full execution of a written contract, such authorization shall be deemed an acceptance of this proposal, and all such services shall be provided and compensated for in accordance with the terms and conditions contained herein as though this proposal were fully executed by the Client. OWNERSHIP OF DOCUMENTS Original drawings and other documents, as instruments of professional service, are the property of SWA. None of them is to be used on other projects except by written agreement of SWA. One reproducible set of final documents will be furnished to the Client upon request. DOCUMENTS FURNISHED IN ELECTRONIC MEDIA Drawings and data provided to SWA in digital format must be in a form acceptable to SWA. Drawing files shall be in AutoCAD dwg format version 2004 or higher, or an SWA-approved alternative. All files must be created with a legal license. As restricted by copyright law, SWA cannot accept any dwg or other file generated under an educational AutoCAD software license. Instruments of professional service provided by SWA in electronic media form, once released by SWA, may be subject to inaccuracies, anomalies and errors due to electronic translation, formatting or interpretation. SWA is not responsible for errors and omissions because of these conditions, nor for those resulting from conversion, modification, misinterpretation, misuse or reuse by others after electronic media is released by SWA. CREDITS/ACKNOWLEDGMENTS SWA shall be given proper credit and acknowledgments for all services rendered including, but not limited to, planning, design and implementation. Proper credit shall be defined as being named by the Client (or their agent/client) in project identification boards, published articles, promotional brochures, and similar communications. FORCE MAJEURE SWA shall not be responsible for any delay in the performance or progress of the work, or liable for any costs or damages sustained by the Client resulting from such delay, caused by any act or neglect of the Client or the Client's representatives, or by any third person acting as the agent, servant or employee of the Client, or by changes ordered in the work, or as a result of compliance with any order or request of any federal, state or municipal government authority or any person purporting to act therefore, or by acts of declared or undeclared war or by public disorder, riot or civil commotion, or by any other cause beyond the control and without the fault or negligence of SWA. In the event of any such delay, SWA shall proceed with due diligence to alleviate such delay and continue the performance of all obligations under this Agreement. The time during which SWA is delayed in the performance of the work, shall be added to the time for completion of its services to the extent such time is specified in this Agreement. All additional costs or damages resulting from any delay in the performance or progress of the work caused by any act or neglect of the Client, its agents or representatives, shall be borne entirely by the Client. LAW This Agreement shall be interpreted and enforced according to the laws of the State of California. City of Azusa Downtown Streetscapes January 4, 2022 Page 10 of 10 VALIDITY Should any provision herein be found or deemed to be invalid, this Agreement shall be construed as not containing such provision, and all other provisions which are otherwise lawful shall remain in full force and effect, and to this end the provisions of the Agreement are declared to be severable. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement shall be binding upon the Client and its successors and assigns and upon SWA, its successors and assigns. Neither party shall assign nor transfer its interest in this Agreement or any part thereof without the written consent of the other party. TERMINATION AND WORK STOPPAGE It is understood that these Services may be terminated upon ten (10) days written notice for good reason by either the Client or SWA. In this event, SWA will be compensated for all work-performed prior to date of termination. Additionally, in the event that the Client stops the project for longer than thirty (30) days, SWA will be compensated for all work which has been performed by SWA prior to the date of work stoppage, and payment shall be paid by the Client for such work to SWA within thirty (30) days of SWA’s invoice to the Client for those services rendered. In addition to the above, the Project shall be considered as suspended if the Work/Services stop for more than three (3) months or if the Client suspends the performance of Services by SWA for their convenience. Upon such suspension, SWA shall cease work and shall be compensated immediately for the current phase of service and any Additional Services completed till that date. After receipt of notice to proceed, SWA may, at its request, require up to two (2) weeks to re- mobilize the team before recommencing work on the Project. If the Project is suspended or not active for more than nine (9) months, this Agreement will be terminated without notice. REVOCATION This proposal shall be considered revoked if acceptance is not received within sixty (60) days of the date hereof. If SWA does not receive a signed copy within this period, SWA reserves the right to revise the fees. ENTIRE AGREEMENT This Agreement supersedes any and all other agreements, either oral or in writing, between the parties with respect to the subject matter herein. Each party to this Agreement acknowledges that no representations, by any party which are not embodied herein and that no other agreement, statement or promise not contained in this Agreement shall be valid and binding. Any modification of this Agreement will be effective only if it is in writing signed by the parties. END INSR ADDL SUBR LTR INSR WVD DATE (MM/DD/YYYY) PRODUCER CONTACT NAME: FAXPHONE (A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) COMMERCIAL GENERAL LIABILITY AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE INSURER(S) AFFORDING COVERAGE NAIC # Y / N N / A (Mandatory in NH) ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? EACH OCCURRENCE $ DAMAGE TO RENTED $PREMISES (Ea occurrence)CLAIMS-MADE OCCUR MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ $ PRO- OTHER: LOCJECT COMBINED SINGLE LIMIT $(Ea accident) BODILY INJURY (Per person)$ANY AUTO OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS AUTOS ONLY HIRED PROPERTY DAMAGE $AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE $ CLAIMS-MADE AGGREGATE $ DED RETENTION $$ PER OTH- STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMIT $DESCRIPTION OF OPERATIONS below POLICY NON-OWNED SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORDACORD 25 (2016/03) ACORDTM CERTIFICATE OF LIABILITY INSURANCE RLI Insurance Company Syndicate 2623/623 at Lloyd's 6/23/2021 Greyling Ins. Brokerage/EPIC 3780 Mansell Road, Suite 370 Alpharetta, GA 30022 Carly Underwood 770.670.5324 carly.underwood@greyling.com SWA Group 2200 Bridgeway Blvd. Sausalito, CA 94965 13056 085202 21-22 A X X X X PSB0006320 07/01/2021 07/01/2022 1,000,000 1,000,000 10,000 1,000,000 2,000,000 2,000,000 A X X PSA0002207 07/01/2021 07/01/2022 1,000,000 A X X X 0 PSE0002758 07/01/2021 07/01/2022 4,000,000 4,000,000 A N PSW0003590 07/01/2021 07/01/2022 X 1,000,000 1,000,000 1,000,000 B Professional Liability B1636P210006 07/01/2021 07/01/2022 Per Claim $2,000,000 Aggregate $4,000,000 Sample Certificate 1 of 1 #S2775264/M2774991 SWAGROUPClient#: 25323 CUND1 8513273_1 CITY OF AZUSA PROFESSIONAL SERVICES AGREEMENT 1. PARTIES AND DATE. This Agreement is made and entered into this ____ day of ________________, 2022 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 SWA Group, with its principal place of business at 570 Glenneyre Street, Laguna Beach, California 92651 (“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 DOWNTOWN STREETSCAPE PLANNING 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 DOWNTOWN STREETSCAPE PLAN 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 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 ATTACHMENT 2 – DRAFT PROFESSIONAL SERVICES AGREEMENT SWA GROUP Page 2 of 17 8513273_1 deadlines. The Parties may, by mutual written consent, extend the term of this Agreement if necessary to complete the Services. 3.2 Responsibilities of Consultant. 3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant’s exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers’ compensation insurance. 3.2.2 Schedule of Services. Consultant shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit “B” attached hereto and incorporated herein by reference. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant’s conformance with the Schedule, City shall respond to Consultant’s submittals in a timely manner. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.2.3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of City. 3.2.4 Substitution of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant at the request of the City. The key personnel for performance of this Agreement are as follows: Sean O’Malley, Andrew Watkins, Lovisa Kjerrgren, and Sergio Carrillo. 3.2.5 City’s Representative. The City hereby designates Matt Marquez, Director of Economic and Community Development Department, or his or her designee, to act as its representative for the performance of this Agreement (“City’s Representative”). City’s SWA GROUP Page 3 of 17 8513273_1 Representative shall have the power to act on behalf of the City for all purposes under this Contract. Consultant shall not accept direction or orders from any person other than the City’s Representative or his or her designee. 3.2.6 Consultant’s Representative. Consultant hereby designates [INSERT NAME OR TITLE], or his/her designee, to act as its representative for the performance of this Agreement (“Consultant’s Representative”). Consultant’s Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant’s Representative shall supervise and direct the Services, using his/her best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.2.7 Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City’s staff, consultants and other staff at all reasonable times. 3.2.8 Standard of Care; Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant’s failure to comply with the standard of care provided for herein. Any employee of the Consultant or its sub- consultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project. 3.2.9 Period of Performance and Liquidated Damages. Consultant shall perform and complete all Services under this Agreement within the term set forth in Section 3.1.2 above (“Performance Time”). Consultant shall also perform the Services in strict accordance with any completion schedule or Project milestones described in Exhibits “A” or “B” attached hereto, or which may be separately agreed upon in writing by the City and Consultant (“Performance Milestones”). Consultant agrees that if the Services are not completed within the aforementioned Performance Time and/or pursuant to any such Project Milestones developed pursuant to provisions of this Agreement, it is understood, acknowledged and agreed that the City will suffer damage. 3.2.10 Laws and Regulations; Employee/Labor Certifications. Consultant shall SWA GROUP Page 4 of 17 8513273_1 keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 3.2.10.1 Employment Eligibility; Consultant. By executing this Agreement, Consultant verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time. Such requirements and restrictions include, but are not limited to, examination and retention of documentation confirming the identity and immigration status of each employee of the Consultant. Consultant also verifies that it has not committed a violation of any such law within the five (5) years immediately preceding the date of execution of this Agreement, and shall not violate any such law at any time during the term of the Agreement. Consultant shall avoid any violation of any such law during the term of this Agreement by participating in an electronic verification of work authorization program operated by the United States Department of Homeland Security, by participating in an equivalent federal work authorization program operated by the United States Department of Homeland Security to verify information of newly hired employees, or by some other legally acceptable method. Consultant shall maintain records of each such verification, and shall make them available to the City or its representatives for inspection and copy at any time during normal business hours. The City shall not be responsible for any costs or expenses related to Consultant’s compliance with the requirements provided for in Section 3.2.10 or any of its sub- sections. 3.2.10.2 Employment Eligibility; Subcontractors, Consultants, Sub- subcontractors and Subconsultants. To the same extent and under the same conditions as Consultant, Consultant shall require all of its subcontractors, consultants, sub-subcontractors and subconsultants performing any work relating to the Project or this Agreement to make the same verifications and comply with all requirements and restrictions provided for in Section 3.2.10.1. 3.2.10.3 Employment Eligibility; Failure to Comply. Each person executing this Agreement on behalf of Consultant verifies that they are a duly authorized officer of Consultant, and understands that any of the following shall be grounds for the City to terminate the Agreement for cause: (1) failure of Consultant or its subcontractors, consultants, sub- subcontractors or subconsultants to meet any of the requirements provided for in Sections 3.2.10.1 or 3.2.10.2; (2) any misrepresentation or material omission concerning compliance with such requirements (including in those verifications provided to the Consultant under Section 3.2.10.2); or (3) failure to immediately remove from the Project any person found not to be in compliance with such requirements. SWA GROUP Page 5 of 17 8513273_1 3.2.10.4 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Workers’ Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.2.10.5 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subconsultant, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City’s Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.2.10.6 Air Quality. To the extent applicable, Consultant must fully comply with all applicable laws, rules and regulations in furnishing or using equipment and/or providing services, including, but not limited to, emissions limits and permitting requirements imposed by the South Coast Air Quality Management District (SCAQMD) and/or California Air Resources Board (CARB). Although the SCAQMD and CARB limits and requirements are more broad, Consultant shall specifically be aware of their application to "portable equipment", which definition is considered by SCAQMD and CARB to include any item of equipment with a fuel- powered engine. Consultant shall indemnify City against any fines or penalties imposed by SCAQMD, CARB, or any other governmental or regulatory agency for violations of applicable laws, rules and/or regulations by Consultant, its subconsultants, or others for whom Consultant is responsible under its indemnity obligations provided for in this Agreement. 3.2.10.7 Water Quality. (A) Management and Compliance. To the extent applicable, Consultant’s Services must account for, and fully comply with, all local, state and federal laws, rules and regulations that may impact water quality compliance, including, without limitation, all applicable provisions of the Federal Water Pollution Control Act (33 U.S.C. §§ 1300); the California Porter-Cologne Water Quality Control Act (Cal Water Code §§ 13000-14950); laws, rules and regulations of the Environmental Protection Agency, the State Water Resources Control Board and the Santa Ana Regional Water Quality Control Board; the City’s ordinances regulating discharges of storm water; and any and all regulations, policies, or permits issued pursuant to any such authority regulating the discharge of pollutants, as that term is used in the Porter-Cologne Water Quality Control Act, to any ground or surface water in the State. (B) Liability for Non-compliance. Failure to comply with the laws, regulations and policies described in this Section is a violation of law that may subject Consultant or City to penalties, fines, or additional regulatory requirements. Consultant shall defend, indemnify and hold the City, its directors, officials, officers, employees, volunteers and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from and SWA GROUP Page 6 of 17 8513273_1 against any and all fines, penalties, claims or other regulatory requirements imposed as a result of Consultant’s non-compliance with the laws, regulations and policies described in this Section, unless such non-compliance is the result of the sole established negligence, willful misconduct or active negligence of the City, its officials, officers, agents, employees or authorized volunteers. (C) Training. In addition to any other standard of care requirements set forth in this Agreement, Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them without impacting water quality in violation of the laws, regulations and policies described in this Section. Consultant further warrants that it, its employees and subcontractors will receive adequate training, as determined by City, regarding the requirements of the laws, regulations and policies described in this Section as they may relate to the Services provided under this Agreement. Upon request, City will provide Consultant with a list of training programs that meet the requirements of this paragraph. 3.2.11 Insurance. 3.2.11.1 Time for Compliance. Consultant shall not commence Services under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the City that the subcontractor has secured all insurance required under this section. 3.2.11.2 Minimum Requirements. Consultant shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Consultant, its agents, representatives, employees or subcontractors. Consultant shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage: (A) Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); and (3) Workers’ Compensation and Employer’s Liability: Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance. The policy shall not contain any exclusion contrary to the Agreement, including but not limited to endorsements or provisions limiting coverage for (1) contractual liability (including but not limited to ISO CG 24 26 or 21 29); or (2) cross liability for claims or suits by one insured against another. (B) Minimum Limits of Insurance. Consultant shall maintain limits no less than: (1) General Liability: $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 SWA GROUP Page 7 of 17 8513273_1 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. 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. Consultant shall procure and maintain, and require its sub-consultants to procure and maintain, for a period of five (5) years following completion of the Project, errors and omissions liability insurance appropriate to their profession. Such insurance shall be in an amount not less than $1,000,000 per claim, and shall be endorsed to include contractual liability. Defense costs shall be paid in addition to limits. 3.2.11.4 Insurance Endorsements. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms supplied or approved by the City to add the following provisions to the insurance policies: (A) General Liability. The general liability policy shall include or be endorsed (amended) to state that: (1) using ISO CG forms 20 10 and 20 37, or endorsements providing the exact same coverage, the City of Azusa, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insured with respect to the Services or ongoing and complete operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work; and (2) using ISO form 20 01, or endorsements providing the exact same coverage, the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant’s scheduled underlying coverage. Any excess insurance shall contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benefit of the City, before the City’s own primary insurance or self- insurance shall be called upon to protect it as a named insured. Any insurance or self-insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Consultant’s insurance and shall not be called upon to contribute with it in any way. Notwithstanding the minimum limits set forth in Section 3.2.11.2(B), any available insurance proceeds in excess of the specified minimum limits of coverage shall be available to the parties SWA GROUP Page 8 of 17 8513273_1 required to be named as additional insureds pursuant to this Section 3.2.11.4(A). (B) Automobile Liability. The automobile liability policy shall include or be endorsed (amended) to state that: (1) the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Consultant or for which the Consultant is responsible; and (2) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant’s scheduled underlying coverage. Any insurance or self-insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Consultant’s insurance and shall not be called upon to contribute with it in any way. Notwithstanding the minimum limits set forth in Section 3.2.11.2(B), any available insurance proceeds in excess of the specified minimum limits of coverage shall be available to the parties required to be named as additional insureds pursuant to this Section 3.2.11.4(B). (C) Workers’ Compensation and Employers’ Liability Coverage. The insurer shall agree to waive all rights of subrogation against the City, its directors, officials, officers, employees, agents and volunteers for losses paid under the terms of the insurance policy which arise from work performed by the Consultant. (D) All Coverages. Each insurance policy required by this Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided, reduced or canceled except after thirty (30) days (10 days for nonpayment of premium) prior written notice by certified mail, return receipt requested, has been given to the City; and (B) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, employees, agents and volunteers. Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officials, officers, employees, agents and volunteers, or any other additional insureds. 3.2.11.5 Separation of Insureds; No Special Limitations; Waiver of Subrogation. All insurance required by this Section shall contain standard separation of insureds provisions. In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the City, its directors, officials, officers, employees, agents and volunteers. All policies shall waive any right of subrogation of the insurer against the City, its officials, officers, employees, agents, and volunteers, or any other additional insureds, or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, its officials, officers, employees, agents, and volunteers, or any other additional insureds, and shall require similar written express waivers and insurance clauses from each of its subconsultants. 3.2.11.6 Deductibles and Self-Insurance Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City. Consultant shall guarantee SWA GROUP Page 9 of 17 8513273_1 that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its directors, officials, officers, employees, agents and volunteers; or (2) the Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 3.2.11.7 Subconsultant Insurance Requirements. Consultant shall not allow any subconsultants to commence work on any subcontract relating to the work under the Agreement until they have provided evidence satisfactory to the City that they have secured all insurance required under this Section. If requested by Consultant, the City may approve different scopes or minimum limits of insurance for particular subconsultants. The Consultant and the City shall be named as additional insureds on all subconsultants’ policies of Commercial General Liability using ISO form 20 38, or coverage at least as broad. 3.2.11.8 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best’s rating no less than A:VIII, licensed to do business in California, and satisfactory to the City. 3.2.11.9 Verification of Coverage. Consultant shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the City if requested. All certificates and endorsements must be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 3.2.11.9 Reporting of Claims. Consultant shall report to the City, in addition to Consultant’s insurer, any and all insurance claims submitted by Consultant in connection with the Services under this Agreement. 3.2.12 Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.2.13 Accounting Records. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents SWA GROUP Page 10 of 17 8513273_1 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 One hundred and ten thousand ($110,000) without written approval of the City Council. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement. 3.3.2 Payment of Compensation. Consultant shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Consultant. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon. 3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City. 3.3.4 Extra Work. At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, “Extra Work” means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work without written authorization from City’s Representative. 3.3.5 Prevailing Wages. Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., (“Prevailing Wage Laws”), which require the payment of prevailing wage rates and the performance of other requirements on “public works” and “maintenance” projects. If the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant’s principal place of business and at the project site. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. SWA GROUP Page 11 of 17 8513273_1 3.4 Termination of Agreement. 3.4.1 Grounds for Termination. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. 3.4.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request. 3.4.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.5 Ownership of Materials and Confidentiality. 3.5.1 Documents & Data; Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement (“Documents & Data”). All Documents & Data shall be and remain the property of City, and shall not be used in whole or in substantial part by Consultant on other projects without the City's express written permission. Within thirty (30) days following the completion, suspension, abandonment or termination of this Agreement, Consultant shall provide to City reproducible copies of all Documents & Data, in a form and amount required by City. City reserves the right to select the method of document reproduction and to establish where the reproduction will be accomplished. The reproduction expense shall be borne by City at the actual cost of duplication. In the event of a dispute regarding the amount of compensation to which the Consultant is entitled under the termination provisions of this Agreement, Consultant shall provide all Documents & Data to City upon payment of the undisputed amount. Consultant shall have no right to retain or fail to provide to City any such documents pending resolution of the dispute. In addition, Consultant shall retain copies of all Documents & Data on file for a minimum of fifteen (15) years following completion of the Project, and shall make copies available to City upon the payment of actual reasonable duplication costs. Before destroying the Documents & Data following this retention period, Consultant shall make a reasonable effort to notify City and provide City with the opportunity to obtain the documents. SWA GROUP Page 12 of 17 8513273_1 3.5.2 Subcontractors. Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or its subcontractors, or those provided to Consultant by the City. 3.5.3 Right to Use. City shall not be limited in any way in its use or reuse of the Documents and Data or any part of them at any time for purposes of this Project or another project, provided that any such use not within the purposes intended by this Agreement or on a project other than this Project without employing the services of Consultant shall be at City’s sole risk. If City uses or reuses the Documents & Data on any project other than this Project, it shall remove the Consultant’s seal from the Documents & Data and indemnify and hold harmless Consultant and its officers, directors, agents and employees from claims arising out of the negligent use or re- use of the Documents & Data on such other project. Consultant shall be responsible and liable for its Documents & Data, pursuant to the terms of this Agreement, only with respect to the condition of the Documents & Data at the time they are provided to the City upon completion, suspension, abandonment or termination. Consultant shall not be responsible or liable for any revisions to the Documents & Data made by any party other than Consultant, a party for whom the Consultant is legally responsible or liable, or anyone approved by the Consultant. 3.5.4 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: SWA Group Attn: Sean O’Malley 570 Glenneyre Street SWA GROUP Page 13 of 17 8513273_1 Laguna Beach, CA 92651 City: City of Azusa 213 E. Foothill Blvd. Azusa, CA 91702 Attn: MattMarquez, Economic & Community Development Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.6.2 Indemnification. 3.6.2.1 Scope of Indemnity. To the fullest extent permitted by law, CONSULTANT shall indemnify and hold harmless AGENCY and any and all of its officials, employees and agents (“Indemnified Parties”) from and against any and all losses, liabilities, damages, costs and expenses, including legal counsel’s fees and costs, caused in whole or in part by the negligent or wrongful act, error or omission of CONSULTANT, its officers, agents, employees or subconsultants (or any agency or individual that CONSULTANT shall bear the legal liability thereof) in the performance of services under this AGREEMENT. CONSULTANT’s duty to indemnify and hold harmless AGENCY shall not extend to the AGENCY’s sole or active negligence. 3.6.2.2 Duty to Defend. In the event the AGENCY, its officers, employees, agents and/or volunteers are made a party to any action, lawsuit, or other adversarial proceeding arising from the performance of the services encompassed by this AGREEMENT, and upon demand by AGENCY, CONSULTANT shall defend the AGENCY at CONSULTANT’s cost or at AGENCY’s option, to reimburse AGENCY for its costs of defense, including reasonable attorney’s fees and costs incurred in the defense of such matters to the extent the matters arise from, relate to or are caused by CONSULTANT’s negligent acts, errors or omissions. Payment by AGENCY is not a condition precedent to enforcement of this indemnity. In the event of any dispute between CONSULTANT and AGENCY, as to whether liability arises from the sole or active negligence of the AGENCY or its officers, employees, or agents, CONSULTANT will be obligated to pay for AGENCY’s defense until such time as a final judgment has been entered adjudicating the AGENCY as solely or actively negligent. CONSULTANT will not be entitled in the absence of such a determination to any reimbursement of defense costs including but not limited to attorney’s fees, expert fees and costs of litigation. 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 SWA GROUP Page 14 of 17 8513273_1 seq. prior to filing any lawsuit against the City. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra work, disputed work, claims, and/or changed conditions have been followed by Consultant. If no such Government Code claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Consultant shall be barred from bringing and maintaining a valid lawsuit against the City. 3.6.4 Time of Essence. Time is of the essence for each and every provision of this Agreement. 3.6.5 City’s Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project. 3.6.6 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties. 3.6.7 Assignment or Transfer. Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 3.6.8 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subcontractors of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 3.6.9 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.6.10 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 3.6.11 No Third Party Beneficiaries. Except to the extent expressly provided for in Section 3.6.7, there are no intended third party beneficiaries of any right or obligation assumed by the Parties. SWA GROUP Page 15 of 17 8513273_1 3.6.12 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.6.13 Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Consultant further agrees to file, or shall cause its employees or subconsultants to file, a Statement of Economic Interest with the City’s Filing Officer as required under state law in the performance of the Services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 3.6.14 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.6.15 Attorney’s Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney’s fees and all other costs of such action. 3.6.16 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 3.6.17 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 3.6.18 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties. 3.6.19 Federal Provisions. 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. SWA GROUP Page 16 of 17 8513273_1 [SIGNATURES ON NEXT PAGE] SWA GROUP Page 17 of 17 8513273_1 CITY OF AZUSA SWA GROUP By: By: Robert Gonzales Mayor Name: Attest: Title: City Clerk Approved as to Form: Best Best & Krieger LLP By: Name: City Attorney Title: A-1 8513273_1 EXHIBIT “A” SCOPE OF SERVICES & COMPENSATION A-2 8513273_1 A-3 8513273_1 B-1 8513273_1 D-1 8513273_1 D-2 8513273_1 D-3 8513273_1