HomeMy WebLinkAboutE-13 Staff Report - Dog Park Design Consultant RFPCONSENT ITEM
E-13
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
VIA: SERGIO GONZALEZ, CITY MANAGER
FROM: MIKI CARPENTER, DIRECTOR OF COMMUNITY RESOURCES
DATE: AUGUST 15, 2022
SUBJECT: AUTHORIZE RELEASE OF REQUEST FOR PROPOSAL (RFP) FOR DOG PARK
CONSULTING DESIGN SERVICES
BACKGROUND:
The development of a dog park in the City has been a topic of discussion intermittently since 2017 and
has remained one the Parks and Recreation Commission’s long-term goals. This project has not come to
fruition primarily due to budget constraints. With the recent designation of excess reserves to fund this
project and subsequent approval in the FY2022-23 budget, Staff is able to move forward with
preliminary steps. The first step is to retain a firm to design the Dog Park, therefore, Staff is requesting
authorization to release an RFP for Dog Park Consulting Design Services.
RECOMMENDATIONS:
Staff recommends that City Council take the following actions:
1)Authorize release of Request for Proposal for Dog Park Consulting Design Services
ANALYSIS:
Development of a dog park has been discussed and subsequently has become an established priority of
both the Parks and Recreation Commission and the City Council as far back as at least 2017. The
Community Resources Department working in conjunction with the Public Works Department strives to
provide enriching opportunities and inspiring programs that meet the needs of all Azusa residents. The
benefit of having a dedicated space for pet owners to enjoy the outdoors while exercising their dogs is
one Staff is excited to begin work on.
Staff efforts focused on an RFP that provided basic and necessary information for the approximate
52,000 square foot Dog Park including historic elements while allowing for conceptual design
opportunities.
APPROVED
CITY COUNCIL
8/15/2022
RFP Dog Park Design
August 15, 2022
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FISCAL IMPACT:
There is no immediate fiscal impact associated with the release of this request for proposals.
Prepared by: Reviewed and Approved:
Nikki Rosales Miki Carpenter
Senior Management Analyst Director of Community Resources
Fiscal Review by: Reviewed and Approved by:
Talika M. Johnson Sergio Gonzalez
Director of Administrative Services City Manager
Attachment:
1) Draft RFP Dog Park Consulting Design Services
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Draft
REQUEST FOR PROPOSALS (RFP)
FOR
DOG PARK CONSULTING DESIGN SERVICES
City of Azusa
Community Resources Department
213 E. Foothill Blvd.
Azusa, CA 91702
(626)812-5280 | AzusaCA.gov
KEY RFP DATES (Subject to Change):
Issue Date: September 1, 2022
Deadline for Questions: September 29, 2022
Proposal Due Date: October 12, 2022
Presentation/Interviews: TBD
Attachment 1
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TABLE OF CONTENTS
SECTION I. GENERAL DESCRIPTION AND INTRODUCTION ............................................. 3
SECTION II. PROJECT BACKGROUND ......................................................................................... 3
SECTION III. SCOPE OF SERVICES ................................................................................................ 3
SECTION IV. SUBMISSION REQUIREMENTS .......................................................................... 4
SECTION V. SELECTION CRITERIA ..............................................................................................7
SECTION VI. SELECTION PROCESS ............................................................................................ 8
SECTION VII. SUBMISSION DEADLINE ............................................................................... 8
SECTION VIII. REQUESTS FOR ADDITIONAL INFORMATION ...................................... 9
SECTION IX. TAXES AND LICENSES .................................................................................... 9
SECTION X. PAYMENT TO CONSULTANT .......................................................................... 9
SECTION XI. TERMINATION FOR CONVENIENCE OF THE CITY ..................................... 10
SECTION XII. INDEPENDENT CONTRACTOR .......................................................................... 10
SECTION XIII. CONTRACT ............................................................................................................... 10
SECTION XIV. GENERAL CONDITIONS ....................................................................................... 10
EXHIBIT A: SITE MAP
EXHIBIT B: SAMPLE PROFESSIONAL SERVICES AGREEMENT
EXHIBIT C: PROPOSAL ACKNOWLEDGEMENT FORM
EXHIBIT D: ACKNOWLEDGEMENT OF INSURANCE REQUIREMENTS
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I. GENERAL DESCRIPTION AND INTRODUCTION
The City of Azusa (“City”) is requesting proposals from qualified design consultants to provide
design services for a dog park.
Proposals must conform to the requirements of this Request for Proposal (RFP) and proposals
must be submitted in a sealed envelope to the City Clerk no later than 2 p.m., October 12, 2022.
The consultant contract is anticipated to be awarded on December 19, 2022, with work to begin
January 9, 2023. The City reserves the right to waive any irregularity in any proposal, or to reject any
proposal that does not comply with this RFP. The City alone, using the criteria determined by the
City, will select the qualified candidate.
The successful Consultant will be required to enter into an agreement with the City, which will
include the requirements of this RFP, as well as other requirements to be specified at a later
date. By submitting a proposal, the Consultant agrees to all of the terms of this RFP.
Please direct any questions to Nikki Rosales, Senior Management Analyst via email at
nrosales@azusaca.gov.
II. PROJECT BACKGROUND
The City of Azusa (“City”) owns the properties identified as APN 8605-014-901, 8605-014-902, and 8605-01-
903 on W. Crescent Drive between Angeleno Avenue and Vernon Avenue, in the City of Azusa, California.
The 91,871±-square-foot, vacant, underutilized properties (“Property”) run horizontally east-west.
The conceptual design for the dog park may include, but is not limited to the following elements:
• Sidewalk and decorative rock cobble
• Lighting
• Bollards at entry points
• Tube-steel fencing enclosing park and dog areas
• Decorative trellises and vines
• Drought-tolerant landscaping
• Tree wells with palms
• Focal tree
• Seating areas and seat-walls
• Shade structures
• Drinking fountains
• Dog agility equipment
• Waste receptacles and pet waste stations
III. SCOPE OF SERVICES
The City desires to retain an experienced team, ideally with prior dog park design experience, for
the final design and development of all necessary construction drawings and documents for the
development of the park. Design is expected to be completed in a timely manner. The Consultant
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is expected to establish and maintain a close working relationship with City Staff throughout each
phase of the project.
Services and deliverables shall include, but are not limited to, the following:
• Program review and verification;
• Meetings with City staff, residents/citizens, and any ad-hoc design committee
established by City Council;
• Parking and use analysis
• Successive, refined concept designs/renderings that expand on the City’s current
conceptual plan/vision, incorporating the City’s review/input;
• Design development plans that include complete specifications and drawings for onsite
amenities, infrastructure/utilities, grading and drainage, landscape, signage, lighting, etc.;
• Final construction plans, in electronic PDF and AutoCAD DWG formats, that expand on
the design development plans and create full working drawings ready for bidding and
construction;
• As-built drawings in electronic PDF and Auto CAD DWG formats, along with final
signed mylar sheets;
• Contract documents;
• Assistance with bidding process and bid evaluations; and
• Construction design support.
• Optionally: Construction management/contract administration (provide optional scope and fee
with proposal).
The Consultant shall assemble a team to provide all key services related to the necessary
architecture and engineering to produce a complete, biddable, and constructible design package. The
City anticipates that such a design team may include, but is not limited to, specialists in the
following fields:
• Dog Park Design
• Landscape Architecture
• Civil Engineering
• Traffic Engineering
• Mechanical, Electrical, and Plumbing Engineering
• Utility Coordination
• Environmental Consulting
• Cost Estimating
IV. SUBMISSION REQUIREMENTS
Four (4) copies of the Services Proposal and one (1) copy of the Fee Proposal must be
submitted containing the following elements:
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PRESENTATION
Consultants must submit their proposals as set forth below:
• Proposals shall be sized to 8 ½” x 11” sheets
• Proposers should NOT include any unnecessarily elaborate promotional material
• Lengthy narrative is discouraged; proposals should be clear and concise
LETTER OF TRANSMITTAL
A Letter of Transmittal shall be addressed to Nikki Rosales, Senior Management Analyst, and, at a
minimum, must contain the following information:
• Identification of the proposing Consultant who will have contractual responsibility with
the City. Identification shall include the legal name of the company, corporate address,
telephone number, and email address of the contact person identified during the period of
proposal evaluation.
• A statement representing that the Consultant has thoroughly examined and become familiar
with the work required in this RFP and is capable of performing quality work to achieve the
objectives of the City.
• Acknowledgement of receipt of all addenda, if any.
• A statement to the effect that the proposal shall remain valid for a period of not less than ninety
(90) days from the date of submittal.
• Signature of the official authorized to bind Consultant to the terms of the proposal.
• Signed statement attesting that all information submitted with the proposal is true and
correct.
PROPOSAL
The Proposal shall consist of the following sections:
1. Qualifications, Relevant Experience, and References
This section of the proposal shall establish the ability of the Consultant to satisfactorily
perform the required work by reasons of:
• Experience in performing work of a similar nature to the required services shown in Section
III, “Scope of Services”
• Proven competence in the services to be provided; strength and stability of the firm
• Staffing capacity
• Current workload
• Track record of meeting schedules on similar projects and supportive client
references
This section shall, at a minimum:
• Provide a brief profile of the Consultant’s firm, including the types of services offered; year
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founded; type of organization (i.e., corporation, partnership, or sole proprietorship); number, size,
and location of offices; and total number of employees.
• Provide a general description of the firm’s financial condition and identify any conditions
(e.g., bankruptcy, pending litigation, planned office closures, impending merger, etc.) that may
impede the Consultant’s ability to provide these services.
• Describe the firm’s experience in performing work of a similar nature to that solicited in
this RFP and highlight the participation in such work by the key personnel proposed for
assignment to the City.
• Describe key personnel’s specialized training, experience, and professional competence in
the area(s) directly related to this RFP.
• Identify sub-consultants by company name, address, contact person, telephone number,
email address, and project function, if applicable. The list should include a summary of the
roles and responsibilities of each sub-consultant.
• Provide a minimum of three (3) references for completed work similar to the required
services shown in Section III, “Scope of Services.” Furnish the name, title, address, telephone
number, and email address of the person at each client agency/organization who is most
knowledgeable about the work performed.
2. Proposed Team
This section of the proposal shall establish the method that will be used by the Consultant to
provide requested services, as well as identify key personnel assigned.
This section shall:
• Furnish brief résumés (two pages maximum per résumé) for the proposed Project Manager
and key personnel (including sub- consultants).
• Include a statement that key personnel will be available to the extent proposed for the
duration of the required services, acknowledging that no person designated as “key” shall be
removed or replaced without the prior written concurrence of the City.
3. Project Understanding
Consultant shall provide an overview of the project and a detailed narrative of the project
approach, methodology, and services the Consultant will employ to complete the project.
Consultant should also provide any unique insight into the project within this section.
4. Scope of Services
Consultant shall provide a detailed Scope of Services demonstrating the Consultant’s
understanding of the City’s needs and requirements. The Scope of Services shall be organized
by phase and task, and shall include deliverables for each task and/or phase, if appropriate.
5. Exceptions and Deviations
Consultant shall state any exceptions or deviations from the requirements of this RFP,
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segregating “technical” exceptions from “contractual” exceptions. Where the Consultant
wishes to propose alternative approaches to meeting the City’s technical or contractual
requirements, these shall be thoroughly explained. If no contractual exceptions are noted,
Consultant will be deemed to have no objection to the contract requirements as set forth in
EXHIBIT B, “Sample Professional Services Agreement.”
6. Schedule
Consultant shall provide a schedule for the performance of the project, organized by phases and
tasks.
7. Proposal Acknowledgement Form
Consultant shall complete and submit EXHIBIT C, “Proposal Acknowledgement Form.”
Failure to submit this signed form will result in the disqualification of the Consultant’s
proposal.
8. Separate Fee Proposal
Consultant shall provide a separate fee proposal in a separate sealed envelope. Provide hourly
rates, titles of personnel, and estimated hours for each task, with subtotals adding up to a not-
to-exceed grand total. Include a reimbursables budget for any reproduction, mileage, mailing,
etc. Be sure to state any assumptions on which estimated hours are based (e.g., number of
meetings). Additional information can be found under Section X, “Payment to Consultant,”
below.
9. Exhibits A through G are a requirement. All required exhibits must be complete and signed
where required and submitted.
V. SELECTION CRITERIA
Submitted proposals will be evaluated based on the following factors, but may not be limited to just
these factors:
Criteria Approximate
Weight
Project understanding, including any unique insight into
the project 25%
Ability to perform the services outlined in the “Scope of
Services” 25%
Demonstrated record of success performing similar work
for other municipalities 20%
Qualifications of the specific individuals who will provide
the services, including amount of time and involvement of key
personnel and titles of those involved in respective portions of the
project
10%
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The specific methods and techniques to be employed on the project
(to demonstrate expertise in project
management)
20%
VI. SELECTION PROCESS
Selection of the Consultant will be made in accordance with the provision of Chapter 10 of the
California Government Code, Sections 4526 and 4529.5, stating that the selection of professional
services is made based on competence and qualifications without regard to fee. The fee will be
opened and evaluated after selection of the Consultant is complete.
The City reserves the right to require in-person interviews with Consultants, if deemed necessary,
after the evaluation of the written proposals. In this case, the Consultants of the three (3) highest-
scoring written proposals will be invited to interviews prior to final selection of the Consultant.
Each RFP will be reviewed to determine if it meets the submittal requirements contained within
this RFP. Failure to meet the requirements for the RFP will be cause for rejection of the proposal.
The City may reject any proposal if it is conditional, incomplete, or contains irregularities. The
City may waive an immaterial deviation in a proposal, but this shall in no way modify the proposal
document or excuse the Consultant from compliance with the contract requirements if the
Consultant is awarded the contract.
The successful Consultant to whom work is awarded shall, within ten (10) days after being notified,
enter into a contract with the City for the work in accordance with the specifications and shall
furnish all required documents necessary to enter into said contract. Failure of the successful
bidder to execute the contract within the ten (10)-day window shall be just cause for the City to
contract with the next responsible Consultant.
VII. SUBMISSION DEADLINE
In order to be considered, the Consultant must submit four (4) copies of the Service Proposal and
one (1) copy of the Fee Proposal in a separate envelope to the following office:
City of Azusa
City Clerk’s Office
213 E. Foothill Blvd.
Azusa, CA 91702
Attn: Nikki Rosales, Senior Management Analyst
Dog Park Design RFP
The proposal must be received at the office listed above no later than the date and time listed on the
cover.
There is no expressed or implied obligation for the City to reimburse firms for any expenses
incurred in preparing proposals in response to this request. Materials submitted by respondents are
subject to public inspection under the California Public Records Act (Government Code Sec. 6250
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et seq.). Any language purporting to render the entire proposal confidential or proprietary will be
ineffective and disregarded.
The City reserves the right to retain all proposals submitted, and to use any idea in a proposal,
regardless of whether the proposal was selected. Submission of a proposal indicates acceptance by
the firm of the conditions contained in the RFP, unless clearly and specifically noted in the
proposal submitted and confirmed in the contract between the City and the selected firm.
All property rights, including publication rights of all reports produced by the selected firm in
connection with services performed under this agreement, shall be vested in the City.
VIII. REQUESTS FOR ADDITIONAL INFORMATION
All questions and/or inquiries regarding this RFP shall be submitted in writing to:
Nikki Rosales
Senior Management Analyst
City of Azusa
nrosales@azusaca.gov
All questions and/or inquiries shall be submitted by September 29, 2022. If the City chooses to respond
to such inquiries, written responses will be made available by October 5, 2022.
IX. TAXES AND LICENSES
All taxes and licenses, including, but not limited to, a City of Azusa City Business License, required for
this work shall be obtained at the sole expense of the Consultant.
X. PAYMENT TO CONSULTANT
This work is to be performed for a “Not-to-Exceed Fixed Fee.”
The Consultant shall provide a “Payment Schedule” indicating the fee for individual tasks, with the
“Not-to-Exceed Fixed Fee” being greater than or equal to the sum of the fees for all tasks. Tasks
shall include, but not be limited to, all Professional Consultant Services necessary to complete the
work covered by this RFP.
The City will pay the Consultant for work completed as identified in the Payment Schedule.
Progress payments shall be based on the tasks performed as identified in the Payment Schedule.
Monthly invoices will specifically identify job title, person- hours, and costs incurred by each task.
Sub-categorization of tasks is permitted to better define the task for payment.
Reimbursement costs, such as mileage, printing, telephone, photography, postage, and delivery,
are to be included in the “Not-to-Exceed Fixed Fee.”
All tasks, including labor and reimbursable costs, shall include supporting documentation presented
at the time payment is requested.
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The City will pay the Consultant for all acceptable services rendered in accordance with the
“Professional Services Agreement” (“Agreement”).
When the Consultant is performing, or is requested to perform, work beyond the scope of service in
the Agreement, an amendment to the Agreement will be executed between the City and Consultant. In
such instances, payment will be based on hourly rate for work completed associated with each
applicable task as identified in the Consultant’s proposal.
XI. TERMINATION FOR CONVENIENCE OF THE CITY
The City reserves the right to terminate the “Professional Services Agreement” for the
“convenience of the City” at any time by giving ten (10) days written notice to the Consultant of such
termination and specifying the effective date thereof. All finished or unfinished drawings, maps,
documents, field notes, and other materials produced and procured by the Consultant under the said
aforementioned Agreement is, at the option of the City, City property and shall be delivered to the
City by the Consultant within ten (10) working days from the date of such termination. The City will
reimburse the Consultant for all acceptable work performed as set forth in the executed Agreement.
XII. INDEPENDENT CONTRACTOR
The Consultant’s relationship to the City in the performance of the Consultant’s services for this
project is that of an independent contractor. The personnel performing said services shall at all
times be under the Consultant’s exclusive direction and control and shall be employees of the
Consultant, not employees of the City. The Consultant shall pay all wages, salaries, and other amounts
due its employees in connection with the performance of said work, and shall be responsible for all
employee reports and obligations, including, but not limited to, Social Security, income tax
withholding, unemployment compensation, and Workers’ Compensation.
XIII. CONTRACT
The Contract includes the Professional Services Agreement, the City’s RFP, the Consultant’s
Proposal, and Exhibits.
The Political Reform Act and the City’s Conflict of Interest Code require that consultants be
considered as potential filers of Statements of Economic Interest. Consultants, as defined by
Section 18701, may be required to file an Economic Interest Statement (Form 700) within thirty
(30) days of signing a Consultant Agreement with the City, on an annual basis thereafter while the
contract remains in effect, and within thirty (30) days of completion of the contract.
XIV. GENERAL CONDITIONS
Pre-contractual expenses are defined as expenses incurred by the Consultant in: (1) preparing the
proposal; (2) submitting the proposal to the City; (3) presenting during the selection interview; (4)
negotiating with the City on any matter related to the proposal; and (5) any other expenses incurred
by the Consultant prior to an executed Agreement.
The City shall not, in any event, be liable for any pre-contractual expenses incurred by the
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Consultant. Services shall not commence until the Agreement for Professional Consultant Services
has been executed by the City.
The Consultant is responsible for notifying Underground Service Alert and providing proper traffic
control, at no additional expense to the City.
The City reserves the right to withdraw this RFP at any time without prior notice. Further, the City
makes no representations that any Agreement will be awarded to any Consultant responding to this
RFP. The City expressly reserves the right to postpone reviewing the proposals for its own
convenience and to reject any and all proposals responding to this RFP without indicating any
reasons for such rejection(s). Any contract awarded for these Consultant engagements will be made
to the Consultant who, in the opinion of the City, is best qualified.
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Exhibit B
CITY OF AZUSA
PROFESSIONAL SERVICES AGREEMENT
1. PARTIES AND DATE.
This Agreement is made and entered into this ____ day of ________________, 20___ by and
between the City of Azusa, a municipal corporation organized under the laws of the State of California
with its principal place of business at 213 East Foothill Boulevard, Azusa, California 91702 (“City”) and
[INSERT NAME OF COMPANY], a [INSERT TYPE OF BUSINESS: CORPORATION; LIMITED LIABILITY
COMPANY; ETC.] with its principal place of business at [INSERT ADDRESS] (“Consultant”). City and
Consultant are sometimes individually referred to herein as “Party” and collectively as “Parties.”
2. RECITALS.
2.1 Consultant.
Consultant desires to perform and assume responsibility for the provision of certain professional
services required by the City on the terms and conditions set forth in this Agreement. Consultant
represents that it is experienced in providing [INSERT TYPE OF SERVICES] services to public clients, is
licensed in the State of California, and is familiar with the plans of City.
2.2 Project.
City desires to engage Consultant to render such services for the [INSERT NAME OF PROJECT]
project (“Project”) as set forth in this Agreement.
3. TERMS.
3.1 Scope of Services and Term.
3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City
all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and
adequately supply the professional [INSERT TYPE OF SERVICES] consulting services necessary for the
Project (“Services”). The Services are more particularly described in Exhibit “A” attached hereto and
incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this
Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local,
state and federal laws, rules and regulations.
3.1.2 Term. The term of this Agreement shall be from [INSERT START DATE] to
[INSERT ENDING DATE], unless earlier terminated as provided herein. Consultant shall complete the
Services within the term of this Agreement, and shall meet any other established schedules and deadlines.
The Parties may, by mutual written consent, extend the term of this Agreement if necessary to complete
the Services.
3.2 Responsibilities of Consultant.
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
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Consultant on an independent contractor basis and not as an employee. Consultant retains the right to
perform similar or different services for others during the term of this Agreement. Any additional
personnel performing the Services under this Agreement on behalf of Consultant shall also not be
employees of City and shall at all times be under Consultant’s exclusive direction and control. Consultant
shall pay all wages, salaries, and other amounts due such personnel in connection with their performance
of Services under this Agreement and as required by law. Consultant shall be responsible for all reports
and obligations respecting such additional personnel, including, but not limited to: social security taxes,
income tax withholding, unemployment insurance, disability insurance, and workers’ compensation
insurance.
3.2.2 Schedule of Services. Consultant shall perform the Services expeditiously,
within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit
“B” attached hereto and incorporated herein by reference. Consultant represents that it has the
professional and technical personnel required to perform the Services in conformance with such
conditions. In order to facilitate Consultant’s conformance with the Schedule, City shall respond to
Consultant’s submittals in a timely manner. Upon request of City, Consultant shall provide a more
detailed schedule of anticipated performance to meet the Schedule of Services.
3.2.3 Conformance to Applicable Requirements. All work prepared by Consultant
shall be subject to the approval of City.
3.2.4 Substitution of Key Personnel. Consultant has represented to City that certain
key personnel will perform and coordinate the Services under this Agreement. Should one or more of
such personnel become unavailable, Consultant may substitute other personnel of at least equal
competence upon written approval of City. In the event that City and Consultant cannot agree as to the
substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed
below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or
who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely
completion of the Project or a threat to the safety of persons or property, shall be promptly removed from
the Project by the Consultant at the request of the City. The key personnel for performance of this
Agreement are as follows: [INSERT NAMES].
3.2.5 City’s Representative. The City hereby designates [INSERT NAME OR TITLE], or
his or her designee, to act as its representative for the performance of this Agreement (“City’s
Representative”). City’s Representative shall have the power to act on behalf of the City for all purposes
under this Contract. Consultant shall not accept direction or orders from any person other than the City’s
Representative or his or her designee.
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
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Services under this Agreement in a skillful and competent manner, consistent with the standards generally
recognized as being employed by professionals in the same discipline in the State of California.
Consultant represents and maintains that it is skilled in the professional calling necessary to perform the
Services. Consultant warrants that all employees and subcontractors shall have sufficient skill and
experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees
and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are
legally required to perform the Services, including a City Business License, and that such licenses and
approvals shall be maintained throughout the term of this Agreement. As provided for in the
indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and
without reimbursement from the City, any services necessary to correct errors or omissions which are
caused by the Consultant’s failure to comply with the standard of care provided for herein. Any
employee of the Consultant or its sub-consultants who is determined by the City to be uncooperative,
incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons
or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the
City, shall be promptly removed from the Project by the Consultant and shall not be re-employed to
perform any of the Services or to work on the Project.
3.2.9 Period of Performance and Liquidated Damages. Consultant shall perform and
complete all Services under this Agreement within the term set forth in Section 3.1.2 above
(“Performance Time”). Consultant shall also perform the Services in strict accordance with any
completion schedule or Project milestones described in Exhibits “A” or “B” attached hereto, or which
may be separately agreed upon in writing by the City and Consultant (“Performance Milestones”).
Consultant agrees that if the Services are not completed within the aforementioned Performance Time
and/or pursuant to any such Project Milestones developed pursuant to provisions of this Agreement, it is
understood, acknowledged and agreed that the City will suffer damage. [***INCLUDE THE
FOLLOWING SENTENCE ONLY IF YOU'RE INCLUDING LD'S – DELETE OTHERWISE – DON'T
SIMPLY INSERT $0; ALSO DELETE “AND LIQUIDATED DAMAGES” FROM TITLE OF
SECTION***]Pursuant to Government Code Section 53069.85, Consultant shall pay to the City as fixed
and liquidated damages the sum of [***INSERT WRITTEN DOLLAR AMOUNT***] Dollars
($[***INSERT NUMERICAL DOLLAR AMOUNT***]) per day for each and every calendar day of
delay beyond the Performance Time or beyond any Project Milestones established pursuant to this
Agreement.
3.2.10 Laws and Regulations; Employee/Labor Certifications. Consultant shall 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
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execution of this Agreement, and shall not violate any such law at any time during the term of the
Agreement. Consultant shall avoid any violation of any such law during the term of this Agreement by
participating in an electronic verification of work authorization program operated by the United States
Department of Homeland Security, by participating in an equivalent federal work authorization program
operated by the United States Department of Homeland Security to verify information of newly hired
employees, or by some other legally acceptable method. Consultant shall maintain records of each such
verification, and shall make them available to the City or its representatives for inspection and copy at any
time during normal business hours. The City shall not be responsible for any costs or expenses related to
Consultant’s compliance with the requirements provided for in Section 3.2.10 or any of its sub-sections.
3.2.10.2 Employment Eligibility; Subcontractors, Consultants, Sub-subcontractors
and Subconsultants. To the same extent and under the same conditions as Consultant, Consultant shall
require all of its subcontractors, consultants, sub-subcontractors and subconsultants performing any work
relating to the Project or this Agreement to make the same verifications and comply with all requirements
and restrictions provided for in Section 3.2.10.1.
3.2.10.3 Employment Eligibility; Failure to Comply. Each person executing this
Agreement on behalf of Consultant verifies that they are a duly authorized officer of Consultant, and
understands that any of the following shall be grounds for the City to terminate the Agreement for cause:
(1) failure of Consultant or its subcontractors, consultants, sub-subcontractors or subconsultants to meet
any of the requirements provided for in Sections 3.2.10.1 or 3.2.10.2; (2) any misrepresentation or
material omission concerning compliance with such requirements (including in those verifications
provided to the Consultant under Section 3.2.10.2); or (3) failure to immediately remove from the Project
any person found not to be in compliance with such requirements.
3.2.10.4 Labor Certification. By its signature hereunder, Consultant certifies that
it is aware of the provisions of Section 3700 of the California Labor Code which 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.
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(A) Management and Compliance. To the extent applicable,
Consultant’s Services must account for, and fully comply with, all local, state and federal laws, rules and
regulations that may impact water quality compliance, including, without limitation, all applicable
provisions of the Federal Water Pollution Control Act (33 U.S.C. §§ 1300); the California Porter-Cologne
Water Quality Control Act (Cal Water Code §§ 13000-14950); laws, rules and regulations of the
Environmental Protection Agency, the State Water Resources Control Board and the Santa Ana Regional
Water Quality Control Board; the City’s ordinances regulating discharges of storm water; and any and all
regulations, policies, or permits issued pursuant to any such authority regulating the discharge of
pollutants, as that term is used in the Porter-Cologne Water Quality Control Act, to any ground or surface
water in the State.
(B) Liability for Non-compliance. Failure to comply with the laws,
regulations and policies described in this Section is a violation of law that may subject Consultant or City
to penalties, fines, or additional regulatory requirements. Consultant shall defend, indemnify and hold the
City, its directors, officials, officers, employees, volunteers and agents free and harmless, pursuant to the
indemnification provisions of this Agreement, from and against any and all fines, penalties, claims or
other regulatory requirements imposed as a result of Consultant’s non-compliance with the laws,
regulations and policies described in this Section, unless such non-compliance is the result of the sole
established negligence, willful misconduct or active negligence of the City, its officials, officers, agents,
employees or authorized volunteers.
(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
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California and Employer’s Liability Insurance. The policy shall not contain any exclusion contrary to the
Agreement, including but not limited to endorsements or provisions limiting coverage for (1) contractual
liability (including but not limited to ISO CG 24 26 or 21 29); or (2) cross liability for claims or suits by
one insured against another.
(B) Minimum Limits of Insurance. Consultant shall maintain limits
no less than: (1) General Liability: [CONTACT RISK MANAGEMENT TO CONFIRM AMOUNT; TYPICAL
MINIMUM IS $1 MILLION, BUT AMOUNT OF INSURANCE REQUIRED DEPENDS ON NATURE OF CONTRACT
AND RISK TO CITY]$1,000,000 per occurrence for bodily injury, personal injury and property damage. If
Commercial General Liability Insurance or other form with general aggregate limit is used including, but
not limited to, form CG 2503, either the general aggregate limit shall apply separately to this
Agreement/location or the general aggregate limit shall be twice the required occurrence limit; (2)
Automobile Liability: [CONTACT RISK MANAGEMENT TO CONFIRM AMOUNT; TYPICAL MINIMUM IS $1
MILLION, BUT AMOUNT OF INSURANCE REQUIRED DEPENDS ON NATURE OF CONTRACT AND RISK TO
CITY]$1,000,000 per accident for bodily injury and property damage; and (3) Workers’ Compensation
and Employer’s Liability: Workers’ Compensation limits as required by the Labor Code of the State of
California. Employer’s Liability limits of [CONTACT RISK MANAGEMENT TO CONFIRM AMOUNT;
TYPICAL MINIMUM IS $1 MILLION, BUT AMOUNT OF INSURANCE REQUIRED DEPENDS ON NATURE OF
CONTRACT AND RISK TO CITY]$1,000,000 per accident for bodily injury or disease. Defense costs shall
be paid in addition to the limits.
(C) Notices; Cancellation or Reduction of Coverage. At least fifteen
(15) days prior to the expiration of any such policy, evidence showing that such insurance coverage has
been renewed or extended shall be filed with the City. If such coverage is cancelled or materially
reduced, Consultant shall, within ten (10) days after receipt of written notice of such cancellation or
reduction of coverage, file with the City evidence of insurance showing that the required insurance has
been reinstated or has been provided through another insurance company or companies. In the event any
policy of insurance required under this Agreement does not comply with these specifications or is
canceled and not replaced, the City has the right but not the duty to obtain the insurance it deems
necessary and any premium paid by the City will be promptly reimbursed by Consultant or the City may
withhold amounts sufficient to pay premium from Consultant payments. In the alternative, the City may
suspend or terminate this Agreement.
3.2.11.3 Professional Liability. [INCLUDE THIS SUBSECTION ONLY IF
APPLICABLE - DELETE OTHERWISE] Consultant shall procure and maintain, and require its sub-
consultants to procure and maintain, for a period of five (5) years following completion of the Project,
errors and omissions liability insurance appropriate to their profession. Such insurance shall be in an
amount not less than [CONTACT RISK MANAGEMENT TO CONFIRM AMOUNT; TYPICAL MINIMUM IS $1
MILLION, BUT AMOUNT OF INSURANCE REQUIRED DEPENDS ON NATURE OF CONTRACT AND RISK TO
CITY]$1,000,000 per claim, and shall be endorsed to include contractual liability. Defense costs shall be
paid in addition to limits.
3.2.11.4 Insurance Endorsements. The insurance policies shall contain the
following provisions, or Consultant shall provide endorsements on forms supplied or approved by the
City to add the following provisions to the insurance policies:
(A) General Liability. The general liability policy shall include or be
endorsed (amended) to state that: (1) using ISO CG forms 20 10 and 20 37, or endorsements providing
the exact same coverage, the City of Azusa, its directors, officials, officers, employees, agents and
volunteers shall be covered as additional insured with respect to the Services or ongoing and complete
operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished
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in connection with such work; and (2) using ISO form 20 01, or endorsements providing the exact same
coverage, the insurance coverage shall be primary insurance as respects the City, its directors, officials,
officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage
excess of the Consultant’s scheduled underlying coverage. Any excess insurance shall contain a
provision that such coverage shall also apply on a primary and noncontributory basis for the benefit of the
City, before the City’s own primary insurance or self-insurance shall be called upon to protect it as a
named insured. Any insurance or self-insurance maintained by the City, its directors, officials, officers,
employees, agents and volunteers shall be excess of the Consultant’s insurance and shall not be called
upon to contribute with it in any way. Notwithstanding the minimum limits set forth in Section
3.2.11.2(B), any available insurance proceeds in excess of the specified minimum limits of coverage shall
be available to the parties required to be named as additional insureds pursuant to this Section
3.2.11.4(A).
(B) Automobile Liability. The automobile liability policy shall
include or be endorsed (amended) to state that: (1) the City, its directors, officials, officers, employees,
agents and volunteers shall be covered as additional insureds with respect to the ownership, operation,
maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Consultant or
for which the Consultant is responsible; and (2) the insurance coverage shall be primary insurance as
respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall
stand in an unbroken chain of coverage excess of the Consultant’s scheduled underlying coverage. Any
insurance or self-insurance maintained by the City, its directors, officials, officers, employees, agents and
volunteers shall be excess of the Consultant’s insurance and shall not be called upon to contribute with it
in any way. Notwithstanding the minimum limits set forth in Section 3.2.11.2(B), any available insurance
proceeds in excess of the specified minimum limits of coverage shall be available to the parties required
to be named as additional insureds pursuant to this Section 3.2.11.4(B).
(C) Workers’ Compensation and Employers’ Liability Coverage.
The insurer shall agree to waive all rights of subrogation against the City, its directors, officials, officers,
employees, agents and volunteers for losses paid under the terms of the insurance policy which arise from
work performed by the Consultant.
(D) All Coverages. Each insurance policy required by this
Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided, reduced or
canceled except after thirty (30) days (10 days for nonpayment of premium) prior written notice by
certified mail, return receipt requested, has been given to the City; and (B) any failure to comply with
reporting or other provisions of the policies, including breaches of warranties, 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.
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3.2.11.6 Deductibles and Self-Insurance Retentions. Any deductibles or self-
insured retentions must be declared to and approved by the City. Consultant shall guarantee that, at the
option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured
retentions as respects the City, its directors, officials, officers, employees, agents and volunteers; or (2)
the Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims
and administrative and defense expenses.
3.2.11.7 Subconsultant Insurance Requirements. Consultant shall not allow any
subconsultants to commence work on any subcontract relating to the work under the Agreement until they
have provided evidence satisfactory to the City that they have secured all insurance required under this
Section. If requested by Consultant, the City may approve different scopes or minimum limits of
insurance for particular subconsultants. The Consultant and the City shall be named as additional
insureds on all subconsultants’ policies of Commercial General Liability using ISO form 20 38, or
coverage at least as broad.
3.2.11.8 Acceptability of Insurers. Insurance is to be placed with insurers with a
current A.M. Best’s rating no less than A:VIII, licensed to do business in California, and satisfactory to
the City.
3.2.11.9 Verification of Coverage. Consultant shall furnish City with original
certificates of insurance and endorsements effecting coverage required by this Agreement on forms
satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a
person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the
City if requested. All certificates and endorsements must be received and approved by the City before
work commences. The City reserves the right to require complete, certified copies of all required
insurance policies, at any time.
3.2.11.9 Reporting of Claims. Consultant shall report to the City, in addition to
Consultant’s insurer, any and all insurance claims submitted by Consultant in connection with the
Services under this Agreement.
3.2.12 Safety. Consultant shall execute and maintain its work so as to avoid injury or
damage to any person or property. In carrying out its Services, the Consultant shall at all times be in
compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all
necessary precautions for the safety of employees appropriate to the nature of the work and the conditions
under which the work is to be performed. Safety precautions as applicable shall include, but shall not be
limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in
accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall
protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment
and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent
accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety
measures.
3.2.13 Accounting Records. Consultant shall maintain complete and accurate records
with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly
identifiable. Consultant shall allow a representative of City during normal business hours to examine,
audit, and make transcripts or copies of such records and any other documents created pursuant to this
Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities
related to the Agreement for a period of three (3) years from the date of final payment under this
Agreement.
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3.3 Fees and Payments.
3.3.1 Compensation. Consultant shall receive compensation, including authorized
reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit “C”
attached hereto and incorporated herein by reference. The total compensation shall not exceed [INSERT
WRITTEN DOLLAR AMOUNT] ($[INSERT NUMERICAL DOLLAR AMOUNT]) without written approval of the
City Manager [REPLACE ‘CITY MANAGER’ WITH ‘CITY COUNCIL’ FOR AMOUNTS OVER $10,000]. Extra
Work may be authorized, as described below, and if authorized, will be compensated at the rates and
manner set forth in this Agreement.
3.3.2 Payment of Compensation. Consultant shall submit to City a monthly itemized
statement which indicates work completed and hours of Services rendered by Consultant. The statement
shall describe the amount of Services and supplies provided since the initial commencement date, or since
the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall,
within 45 days of receiving such statement, review the statement and pay all approved charges thereon.
3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any
expenses unless authorized in writing by City.
3.3.4 Extra Work. At any time during the term of this Agreement, City may request
that Consultant perform Extra Work. As used herein, “Extra Work” means any work which is determined
by City to be necessary for the proper completion of the Project, but which the parties did not reasonably
anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, nor be
compensated for, Extra Work without written authorization from City’s Representative.
3.3.5 Prevailing Wages. Consultant is aware of the requirements of California Labor
Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section
16000, et seq., (“Prevailing Wage Laws”), which require the payment of prevailing wage rates and the
performance of other requirements on “public works” and “maintenance” projects. If the Services are
being performed as part of an applicable “public works” or “maintenance” project, as defined by the
Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully
comply with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing
rates of per diem wages in effect at the commencement of this Agreement. Consultant shall make copies
of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute
the Services available to interested parties upon request, and shall post copies at the Consultant’s principal
place of business and at the project site. Consultant shall defend, indemnify and hold the City, its elected
officials, officers, employees and agents free and harmless from any claim or liability arising out of any
failure or alleged failure to comply with the Prevailing Wage Laws.
3.4 Termination of Agreement.
3.4.1 Grounds for Termination. City may, by written notice to Consultant, terminate
the whole or any part of this Agreement at any time and without cause by giving 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
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of any kind prepared by Consultant in connection with the performance of Services under this Agreement.
Consultant shall be required to provide such document and other information within fifteen (15) days of
the request.
3.4.3 Additional Services. In the event this Agreement is terminated in whole or in
part as provided herein, City may procure, upon such terms and in such manner as it may determine
appropriate, services similar to those terminated.
3.5 Ownership of Materials and Confidentiality.
3.5.1 Documents & Data; Licensing of Intellectual Property. This Agreement creates a
non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all
copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings,
estimates, and other documents or works of authorship fixed in any tangible medium of expression,
including but not limited to, physical drawings or data magnetically or otherwise recorded on computer
diskettes, which are prepared or caused to be prepared by Consultant under this Agreement (“Documents
& Data”). All Documents & Data shall be and remain the property of City, and shall not be used in whole
or in substantial part by Consultant on other projects without the City's express written permission.
Within thirty (30) days following the completion, suspension, abandonment or termination of this
Agreement, Consultant shall provide to City reproducible copies of all Documents & Data, in a form and
amount required by City. City reserves the right to select the method of document reproduction and to
establish where the reproduction will be accomplished. The reproduction expense shall be borne by City
at the actual cost of duplication. In the event of a dispute regarding the amount of compensation to which
the Consultant is entitled under the termination provisions of this Agreement, Consultant shall provide all
Documents & Data to City upon payment of the undisputed amount. Consultant shall have no right to
retain or fail to provide to City any such documents pending resolution of the dispute. In addition,
Consultant shall retain copies of all Documents & Data on file for a minimum of fifteen (15) years
following completion of the Project, and shall make copies available to City upon the payment of actual
reasonable duplication costs. Before destroying the Documents & Data following this retention period,
Consultant shall make a reasonable effort to notify City and provide City with the opportunity to obtain
the documents.
3.5.2 Subcontractors. Consultant shall require all subcontractors to agree in writing
that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor
prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to
license any and all Documents & Data. Consultant makes no such representation and warranty in regard
to Documents & Data which were prepared by design professionals other than Consultant or its
subcontractors, or those provided to Consultant by the City.
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.
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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:
[***INSERT NAME, ADDRESS & CONTACT PERSON***]
City:
City of Azusa
213 E. Foothill Blvd.
Azusa, CA 91702
Attn: [***INSERT NAME & DEPARTMENT***]
Such notice shall be deemed made when personally delivered or when mailed, forty-eight
(48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its
applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred,
regardless of the method of service.
3.6.2 Indemnification.
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
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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 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,
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estoppel, or otherwise.
3.6.11 No Third Party Beneficiaries. Except to the extent expressly provided for in
Section 3.6.7, there are no intended third party beneficiaries of any right or obligation assumed by the
Parties.
3.6.12 Invalidity; Severability. If any portion of this Agreement is declared invalid,
illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall
continue in full force and effect.
3.6.13 Prohibited Interests. Consultant maintains and warrants that it has not employed
nor retained any company or person, other than a bona fide employee working solely for Consultant, to
solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay
any company or person, other than a bona fide employee working solely for Consultant, any fee,
commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the
award or making of this Agreement. Consultant further agrees to file, or shall cause its employees or
subconsultants to file, a Statement of Economic Interest with the City’s Filing Officer as required under
state law in the performance of the Services. For breach or violation of this warranty, City shall have the
right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or
employee of City, during the term of his or her service with City, shall have any direct interest in this
Agreement, or obtain any present or anticipated material benefit arising therefrom.
3.6.14 Cooperation; Further Acts. The Parties shall fully cooperate with one another,
and shall take any additional acts or sign any additional documents as may be necessary, appropriate or
convenient to attain the purposes of this Agreement.
3.6.15 Attorney’s Fees. If either party commences an action against the other party,
either legal, administrative or otherwise, arising out of or in connection with this Agreement, the
prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable
attorney’s fees and all other costs of such action.
3.6.16 Authority to Enter Agreement. Consultant has all requisite power and authority
to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the
individuals who have signed this Agreement have the legal power, right, and authority to make this
Agreement and bind each respective Party.
3.6.17 Counterparts. This Agreement may be signed in counterparts, each of which
shall constitute an original.
3.6.18 Entire Agreement. This Agreement contains the entire Agreement of the parties
with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or
agreements. This Agreement may only be modified by a writing signed by both parties.
3.6.19 Federal Provisions. [***INCLUDE THIS SECTION ONLY IF APPLICABLE;
DELETE OTHERWISE. IF APPLICABLE, YOU MAY ALSO NEED TO INCLUDE SOME
INFORMATION IN THE RFP. CONSULT THE CITY ATTORNEY IF NECESSARY***] When
funding for the Services is provided, in whole or in part, by an agency of the federal government,
Consultant shall also fully and adequately comply with the provisions included in Exhibit “D” (Federal
Requirements) attached hereto and incorporated herein by reference (“Federal Requirements”). With
respect to any conflict between such Federal Requirements and the terms of this Agreement and/or the
provisions of state law, the more stringent requirement shall control.
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[SIGNATURES ON NEXT PAGE]
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CITY OF AZUSA [INSERT NAME OF CONSULTANT]
By: By:
City Manager [Up to $10,000]
OR Mayor [OVER $10,000]
Name:
Attest:
Title:
City Clerk
[If Corporation, TWO SIGNATURES, President
OR Vice President AND Secretary, AND
CORPORATE SEAL OF CONTRACTOR
REQUIRED]
Approved as to Form:
Best Best & Krieger LLP By:
Name:
City Attorney
Title:
A-1
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EXHIBIT “A”
SCOPE OF SERVICES
[INSERT SCOPE]
B-1
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EXHIBIT “B”
SCHEDULE OF SERVICES
[INSERT SCHEDULE]
C-1
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EXHIBIT “C”
COMPENSATION
[INSERT RATES & AUTHORIZED REIMBURSABLE EXPENSES]
C-1
[***INCLUDE THIS EXHIBIT (AND CORRESPONDING AGREEMENT PROVISION) ONLY IF
APPLICABLE; DELETE OTHERWISE. IF APPLICABLE, YOU MAY ALSO NEED TO INCLUDE
SOME INFORMATION IN THE RFP. CONSULT THE CITY ATTORNEY IF NECESSARY***]
EXHIBIT “D”
FEDERAL REQUIREMENTS
[***INSERT ALL FORMS, PROVISIONS AND OTHER REQUIREMENTS
OF THE FEDERAL FUNDING SOURCE***]
EXHIBIT C
PROPOSAL ACKNOWLEDGEMENT FORM
The Proposer hereby acknowledges receipt of addenda number(s) , if any.
By signing below, the Proposer agrees to all terms and conditions in this RFP,
except where expressly described in the Proposer’s Services Proposal.
Original Signature by Authorized
Officer/Agent
Vendor’s Tax ID Number (FEIN)
Type/Print Name of Signatory Company Name
Title Phone Number
Consultant Mailing Address Fax Number
Form of Business (mark one of the following):
☐ Sole Proprietor/Individual
☐ Partnership
☐ Corporation
☐ Limited Liability Company (LLC)
Website Address
E-mail Address
If a corporation, the State where it is
incorporated:
EXHIBIT D
Acknowledgement of Insurance Requirements and Certification of Ability to
Provide and Maintain Coverages Specified
I, the
(President, Secretary, Manager, Owner, Representative
of , certify that the
(Name of Company, Corporation or Owner)
Specifications and General Provisions regarding insurance requirements as stated within the
Professional Services Agreement (PSA), for the Request for Proposal (“RFP”) for Dog Park
Consulting Design Services have been read and understood and that we are able to provide and
maintain the coverage as specified in the PSA. Failure to provide said coverage, upon request to
finalize the PSA prior to aware shall be enough cause for immediate disqualification of award.
Failure to maintain said coverage shall result in termination of the contract.
Signature
Printed Name
Title
Date
Must be included in final RFP submittal.