HomeMy WebLinkAboutE-4 Staff Report - RFP for CalRecycle Payment Programs CONSENT ITEM
E-4
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
VIA: SERGIO GONZALEZ, CITY MANAGER
FROM: TIKAN SINGH, GENERAL MANAGER
DATE: AUGUST 15, 2022
SUBJECT: AUTHORIZATION TO RELEASE REQUEST FOR PROPOSALS FOR CALIFORNIA DEPARTMENT
OF RESOURCES RECYCLING AND RECOVERY (CALRECYCLE) PAYMENT PROGRAMS
BACKGROUND:
The City of Azusa currently participates in two payment programs that are funded by the California Department of
Resources Recycling and Recovery (CalRecycle). Both programs, Used Oil Payment Program (OPP) and Beverage
Container Recycling (BCR) Program, contribute to the City’s efforts to promote a more sustainable community and
environmental stewardship.
Since 2002, the City has utilized a consultant to assist Staff in managing and administering the OPP and in 2016 included
managing the Beverage Container Recycling Program. The City issued RFP for consultant services in 2017 and awarded
the contract to KJ Environmental Consulting for three years and two optional one-year extensions. KJ Services contract
will expire on December 18, 2022.
RECOMMENDATION:
Staff recommends the City Council take the following action:
1) Authorize Staff to release the proposed Request for Proposals (RFP) for CalRecycle Payment Programs.
ANALYSIS:
The City participates in two payment programs (non-competitive grants) for used oil and used filter collection/recycling
and beverage container recycling programs. The Oil Payment Program (OPP) provides funding for activities that reduce
the amount of illegally disposed oil, recycle used oil/used oil filters, and reclaim used oil. The City uses funds received to
support the four participating used oil collection centers, used container distribution program, host filter exchange events
and promote used oil recycling programs currently offered in the City. The Beverage Container Recycling (BCR) Program
goal is to reach and maintain an 80% recycling rate for all California refund value beverage containers including aluminum,
glass, plastic, and bi-metal. The funds Azusa receives are used to promote beverage container recycling in different CRV
centers in or near the City, pay for Big belly recycling containers lease and overall promotion of beverage container
recycling program.
KJ Services has worked well with Staff in administering both programs and is highly recommended for contract renewal;
however, the Consultant announced that he is retiring and closing the business when the contract expires in December.
Currently KJ Services supports seven other surrounding cities. Due to the contract expiring and the need for a consultant
to manage both programs, Staff is requesting authorization to release an RFP for qualified firms to manage both programs.
The selected applicant will enter into a Professional Services Agreement with the City to be approved by the City Council.
FISCAL IMPACT:
There is no fiscal impact associated with this action. The selected consultant proposal will be brought back to City Council
for approval. Grant funds will be used to pay for both programs.
Total Cost: N/A
Fund 28, Account No: 28-40-750-062-6625 (OPP)/28-40-750-064-6625 (BCR)
Is the cost of this item budgeted? (Yes or No) Yes, $18,700
APPROVED
CITY COUNCIL
8/15/2022
Authorization to Release RFP for CalRecycle Payment Programs
August 15, 2022
Page 2
Prepared by: Reviewed and Approved:
Liza Sagun Tikan Singh
Environmental Programs Specialist General Manager
Reviewed and Approved: Fiscal Impact Reviewed By:
Paul Reid Talika M. Johnson
Environmental Programs Manager Director of Administrative Services
Reviewed and Approved:
Sergio Gonzalez
City Manager
Attachments:
1) Request for Proposals for CalReycle Payment Programs
City of Azusa
Request for Proposals:
CalRecycle Payment Programs
Proposals Due:
October 20, 2022
Contact:
Liza Sagun
Environmental Programs Specialist
Azusa Light & Water
729 N. Azusa Avenue, Azusa CA 91702
lsagun@azusaca.gov
626-812-5109
Attachment 1
City of Azusa RFP: CalRecycle Payment Programs | Page 2
Table of Contents
I. Introduction 3
II. Background 3
III. Scope of Services 3
IV. Submittal Content and Procedures 4
V. Evaluation and Selection Process 5
VI. Professional Services Agreement 5
VII. Submission of Proposals 5
VIII. RFP Timeline 6
IX. General RFP Conditions 6
X. Award of Contract 7
Appendix A: Professional Services Agreement 8
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I. Introduction
The City of Azusa (“City”) is requesting proposals from qualified consultants to assist
City Staff in managing the City’s Used Oil Payment Program and Beverage Container
Recycling City/County Payment Program. The required services and performance
requirements are described in the Scope of Services (III).
II. Geographic Area
The City of Azusa is the 11th oldest city in Los Angeles County and the fifth oldest in the
San Gabriel Valley. Incorporated in 1898, the City was built upon street systems and city
blocks using a grid pattern. The City operates under the council/administration form of
government. It is a full-service city except for its Fire Department which is contracted with
the Los Angeles County Fire Department. The City covers approximately 10 square miles
and boasts a diverse population of 50,000. The estimated median household income is over
$57,000. The City is proud of its mix of small businesses, support services, manufacturers
and large institutional employers such as Azusa Pacific University, which is home to
10,000 students. Additionally, and the Azusa Unified School District includes 18 schools
with 9,600 students. Azusa is also home to the Hilton Home2Suites, Northrop Grumman,
Chick-Fil-A, Raising Cane’s, OneLegacy, Everytable, In-N-Out, Target, Rain Bird,
Costco, Congregation Alehouse and much more. Two Metro L (Gold) Line Light Rail
Stations have been operational since early March of 2016 as part of the L (Gold) Line from
Pasadena to Azusa. The Azusa Downtown Station is located in the heart of the City’s
downtown, and the APU/Citrus College Station is adjacent to both Azusa Pacific
University and Citrus College. The City is strategically located off the 210 Freeway within
a 30-minute drive of Pasadena, Orange County, the Inland Empire, and the Ontario
International Airport. In addition to its convenient freeway access and being approximately
25 miles from Downtown Los Angeles, Azusa offers several major corridors including the
renowned U.S. Route 66 (Foothill Boulevard) which runs east to west through the
community. California State Route 39 runs north to the newly designated San Gabriel
Mountains National Monument and south to the beach.
III. Scope of Services
A. Program Description
The City of Azusa currently participates in two payment programs that are
funded by the Department of Resources Recycling and Recovery (CalRecycle).
Below is a description of both payment programs the consultant would assist
Staff in managing.
Used Oil Payment Program (OPP)
Through the Used Oil Payment Program, local governments receive payments
for used oil and used oil filter collection/recycling programs. The program
provides funding for activities that reduce the amount of illegally disposed oil,
recycle used oil/used oil filters, and reclaim used oil.
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Beverage Container Recycling City/County Payment Program
The Beverage Container Recycling City/County Payment Program provides
opportunities for beverage container recycling. The goal of this program is to
reach and maintain an 80% recycling rate for all California refund value
beverage containers including aluminum, glass, plastic, and bi-metal. Funds
provided by the program are aimed to develop projects at City and County levels
that will assist in reaching this goal.
B. Program Management
Consultant shall assist City Staff in administering and accomplishing the goals
of the Used Oil Payment Program and Beverage Container Recycling
City/County Payment Program funded by the Department of Resources
Recycling and Recovery’s (CalRecycle). Duties may include but are not limited
to:
• Consultant will be available to collaborate with, provide information, and
advice to the City Staff during regular business hours;
• Attend, participate and/or make presentations at City Council
meetings, City Staff meetings, and meetings with the general public
and/or agencies as requested;
• Conduct public outreach including distribution of information and
educational materials at special events, site visits, etc.;
• Recommend, review current trends and/or prepare outreach materials to
promote the programs including the City website;
• Continue to administer the container distribution program to certified collection
centers;
• Prepare and complete all required reports, program requirements, and
expenditure tracking set forth by the issuing state agencies;
• Monitor all participants in the Used Oil Collection Program;
• Conduct site visits to ensure verification compliance per Cal Recycle
regulations and compile data from certified collection centers (CCCs) in the
City of Azusa;
• Track budget expenditures and inventory of materials;
• Update City Staff with any program changes required by CalRecycle;
• Serve as liaison with related programs; and
• Assist with reporting requirements to CalRecycle.
IV. Submittal Content and Procedures
The following minimum information should be provided in each proposal and will be
utilized in evaluating each proposal submitted. To expedite the evaluation of
proposals, submittals should be no more than thirty (30) pages in length.
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I. Cover Letter
The cover letter should indicate the full name and address of the consulting
firm that will perform the services described in the RFP. The Consultant
should include the name and contact information for the individual making
the proposal as well as the firm’s qualifications.
II. Consultant’s Prior Experience and Qualifications
Provide examples of the last three (3) completed projects demonstrating the
consultant’s current experience working with municipalities or other public
agencies similar in size, scope, and purpose.
III. References
Provide three (3) client references applicable to the scope of services. Include
contact names, telephone numbers, and e-mail addresses.
IV. Organizational Chart Identify all team members and their titles and responsibilities that each will perform.
V. Team Member Resumes Provide a resume for all team members.
VI. Management Overview and Approach
Explain the proposed methodology that will be used and clearly demonstrate
understanding of the objectives the project is intended to complete. The
Consultant should provide a detailed work plan indicating how each task
under the Scope of Services will be accomplished.
VII. Fee Proposal
As part of the cost and price proposal, the Proposer(s) shall submit proposed
pricing to provide the services for each work task proposed in response to the
Scope of Work.
V. Evaluation and Selection Process
All proposals submitted will be reviewed and evaluated by the Evaluation Committee
composed of City Staff for further consideration on the basis of the following criteria:
• Consultant’s qualifications and experience;
• Consultant’s knowledge of best practices in municipalities;
• Consultant’s experience in completing projects similar in size, scope and purpose;
• Consultant’s understanding of the Scope of Services;
• Consultant’s detailed work plan to complete services;
• Qualifications and experience of team members;
• Overall quality of response to RFP; and
• Consultant’s fee proposal.
During the evaluation period, the City may interview some or all of the proposing
firms. The City will establish a specific date to conduct interviews, and all
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prospective Proposer(s) will be asked to keep this date available. No other interview
dates will be provided, therefore, if a Proposer(s) is unable to attend the interview on
this date; its proposal may be eliminated from further discussion. The interview will
likely consist of a short presentation by the Proposer(s) after which the Proposal
Evaluation Committee will ask questions related to the firm’s proposal and
qualifications. At the conclusion of the evaluation process, the Proposal Evaluation
Committee may recommend to the City Council, a Proposer(s) with the highest final
ranking or a short list of top ranked firms within the competitive range whose
proposal(s) is most advantageous to the City. The City Council will review the
Proposal Evaluation Committee’s recommendation and make the final selection.
VI. Professional Services Agreement
The selected consultant will be required to enter into a Professional Services
Agreement with the City of Azusa which includes the City's standard Terms and
Conditions including insurance requirements (Exhibit B).
VII. Submission of Proposals
All proposals must be received through the City of Azusa’s PlanetBids by October
20, 2022 at 5:00 p.m. Late proposals will not be accepted.
All inquiries to this proposal should be submitted via the PlanetBids. Interpretations
or clarifications considered necessary in response to such questions will be resolved
by the issuance of formal Addenda to the RFP sent out by September 29, 2022. The
deadline for all questions is September 15, 2022 at 5:00 p.m. Questions received
after this date and time will not be answered. Only questions that have been resolved
in writing will be binding. Oral and other interpretations or clarifications will be
without legal or contractual effect.
PlanetBids: https://pbsystem.planetbids.com/portal/47476/portal-home
VIII. RFP Timeline
Deadline to Submit Proposal October 20, 2022
Evaluation Panel Screens Proposals November 2022
Award of Contract December 5, 2022
Start of Work January 2023
IX. General RFP Conditions
(a) The City reserves the right to accept or reject any and all proposals, or any item
or part thereof, or to waive any informalities or irregularities in proposals.
(b) The City reserves the right to withdraw or cancel this RFP at any time without
prior notice and the City makes no representations that any contract will be
awarded to any Proposer(s) responding to this RFP.
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(c) The City reserves the right to postpone proposal openings for its own convenience.
(d) Proposals received by the City are public information and must be made available
to any person upon request.
(e) Submitted proposals are not to be copyrighted.
(f) The City reserves the right to seek clarification of information submitted in
response to this RFP.
(g) The City reserves the right to modify the RFP as it deems necessary.
(h) Any material misrepresentations made by the Proposer(s) will void the proposal
response and eliminate the Proposer(s) from further consideration.
(i) Pre-Contractual Expense
The City shall not, in any event, be liable for any pre-contractual expenses
incurred by Proposer(s) in the preparation of its proposal. Proposer shall not
include any such expenses as part of its proposal.
Pre-contractual expenses are defined as expenses incurred by Proposer(s) in:
i. Preparing its proposal in response to this RFP;
ii. Submitting that proposal to the City;
iii. Negotiating with the City any matter related to this proposal; or
iv. Any other expenses incurred by Proposer(s) prior to date of award, if
any.
(j) All materials submitted become the property of the City.
X. Award of Contract
The City of Azusa will receive competitive proposals from firms having specific
experience and qualifications in the areas identified in this solicitation. Under
competitive negotiation procedures, the terms of the service contract, the price of the
service, the method of service delivery, and the conditions of performance are all
negotiable. A negotiated contract will be awarded to the firm that best meets the
proposed needs at a reasonable price, not necessarily at the lowest price.
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APPENDIX A
SAMPLE
PROFESSIONAL SERVICES AGREEMENT
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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
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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
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
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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
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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
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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 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
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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
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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,
emis sions 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.
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(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,
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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: [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.
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(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 in connection with such work; and
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(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.
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(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 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
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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
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measures.
3.2.13 Accounting Records. Consultant shall maintain complete and
accurate records with respect to all costs and expenses incurred under this
Agreement. All such records shall be clearly identifiable. Consultant shall
allow a representative of City during normal business hours to examine,
audit, and make transcripts or copies of such records and any other
documents created pursuant to this Agreement. Consultant shall allow
inspection of all work, data, documents, proceedings, and activities related
to the Agreement for a period of three (3) years from the date of final
payment under this Agreement.
3.3 Fees and Payments.
3.3.1 Compensation. Consultant shall receive compensation, including
authorized reimbursements, for all Services rendered under this Agreement
at the rates set forth in Exhibit “C” attached hereto and incorporated herein
by reference. The total compensation shall not exceed [INSERT
WRITTEN DOLLAR AMOUNT] ($[INSERT NUMERICAL DOLLAR
AMOUNT]) without written approval of the City Manager [REPLACE
‘CITY MANAGER’ WITH ‘CITY COUNCIL’ FOR AMOUNTS OVER
$10,000]. Extra Work may be authorized, as described below, and if
authorized, will be compensated at the rates and manner set forth in this
Agreement.
3.3.2 Payment of Compensation. Consultant shall submit to City a monthly
itemized statement which indicates work completed and hours of Services
rendered by Consultant. The statement shall describe the amount of
Services and supplies provided since the initial commencement date, or
since the start of the subsequent billing periods, as appropriate, through the
date of the statement. City shall, within 45 days of receiving such
statement, review the statement and pay all approved charges thereon.
3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for
any expenses unless authorized in writing by City.
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”
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means any work which is determined by City to be necessary for the proper
completion of the Project, but which the parties did not reasonably
anticipate would be necessary at the execution of this Agreement.
Consultant shall not perform, nor be compensated for, Extra Work without
written authorization from City’s Representative.
3.3.5 Prevailing Wages. Consultant is aware of the requirements of
California Labor Code Section 1720, et seq., and 1770, et seq., as well as
California Code of Regulations, Title 8, Section 16000, et seq., (“Prevailing
Wage Laws”), which require the payment of prevailing wage rates and the
performance of other requirements on “public works” and “maintenance”
projects. If the Services are being performed as part of an applicable
“public works” or “maintenance” project, as defined by the Prevailing
Wage Laws, and if the total compensation is $1,000 or more, Consultant
agrees to fully comply with such Prevailing Wage Laws. City shall provide
Consultant with a copy of the prevailing rates of per diem wages in effect
at the commencement of this Agreement. Consultant shall make copies of
the prevailing rates of per diem wages for each craft, classification or type
of worker needed to execute the Services available to interested parties upon
request, and shall post copies at the Consultant’s principal place of business
and at the project site. Consultant shall defend, indemnify and hold the
City, its elected officials, officers, employees and agents free and harmless
from any claim or liability arising out of any failure or alleged failure to
comply with the Prevailing Wage Laws.
3.4 Termination of Agreement.
3.4.1 Grounds for Termination. City may, by written notice to Consultant,
terminate the whole or any part of this Agreement at any time and without
cause by giving written notice to Consultant of such termination, and
specifying the effective date thereof, at least seven (7) days before the
effective date of such termination. Upon termination, Consultant shall be
compensated only for those services which have been adequately rendered
to City, and Consultant shall be entitled to no further compensation.
Consultant may not terminate this Agreement except for cause.
3.4.2 Effect of Termination. If this Agreement is terminated as provided
herein, City may require Consultant to provide all finished or unfinished
Documents and Data and other information of any kind prepared by
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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.
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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.
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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
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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 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
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successors and assigns of the parties.
3.6.7 Assignment or Transfer. Consultant shall not assign, hypothecate, or
transfer, either directly or by operation of law, this Agreement or any
interest herein without the prior written consent of the City. Any attempt
to do so shall be null and void, and any assignees, hypothecates or
transferees shall acquire no right or interest by reason of such attempted
assignment, hypothecation or transfer.
3.6.8 Construction; References; Captions. Since the Parties or their agents
have participated fully in the preparation of this Agreement, the language
of this Agreement shall be construed simply, according to its fair meaning,
and not strictly for or against any Party. Any term referencing time, days
or period for performance shall be deemed calendar days and not work days.
All references to Consultant include all personnel, employees, agents, and
subcontractors of Consultant, except as otherwise specified in this
Agreement. All references to City include its elected officials, officers,
employees, agents, and volunteers except as otherwise specified in this
Agreement. The captions of the various articles and paragraphs are for
convenience and ease of reference only, and do not define, limit, augment,
or describe the scope, content, or intent of this Agreement.
3.6.9 Amendment; Modification. No supplement, modification, or
amendment of this Agreement shall be binding unless executed in writing
and signed by both Parties.
3.6.10 Waiver. No waiver of any default shall constitute a waiver of
any other default or breach, whether of the same or other covenant or
condition. No waiver, benefit, privilege, or service voluntarily given or
performed by a Party shall give the other Party any contractual rights by
custom, estoppel, or otherwise.
3.6.11 No Third Party Beneficiaries. Except to the extent expressly
provided for in Section 3.6.7, there are no intended third party beneficiaries
of any right or obligation assumed by the Parties.
3.6.12 Invalidity; Severability. If any portion of this Agreement is
declared invalid, illegal, or otherwise unenforceable by a court of competent
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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.
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3.6.18 Entire Agreement. This Agreement contains the entire
Agreement of the parties with respect to the subject matter hereof, and
supersedes all prior negotiations, understandings or agreements. This
Agreement may only be modified by a writing signed by both parties.
3.6.19 Federal Provisions. [***INCLUDE THIS SECTION ONLY
IF APPLICABLE; DELETE OTHERWISE. IF APPLICABLE, YOU
MAY ALSO NEED TO INCLUDE SOME INFORMATION IN THE RFP.
CONSULT THE CITY ATTORNEY IF NECESSARY***] When funding
for the Services is provided, in whole or in part, by an agency of the federal
government, Consultant shall also fully and adequately comply with the
provisions included in Exhibit “D” (Federal Requirements) attached hereto
and incorporated herein by reference (“Federal Requirements”). With
respect to any conflict between such Federal Requirements and the terms of
this Agreement and/or the provisions of state law, the more stringent
requirement shall control.
[SIGNATURES ON NEXT PAGE]
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]
City of Azusa RFP: CalRecycle Payment Programs | Page 31
Approved as to Form:
Best Best & Krieger LLP By:
Name: ___________________
_____________________
City Attorney Title: ____________________
City of Azusa RFP: CalRecycle Payment Programs | Page 32
EXHIBIT “A”
SCOPE OF SERVICES
[INSERT SCOPE]
City of Azusa RFP: CalRecycle Payment Programs | Page 33
EXHIBIT “B”
SCHEDULE OF SERVICES
[INSERT SCHEDULE]
City of Azusa RFP: CalRecycle Payment Programs | Page 34
EXHIBIT “C”
COMPENSATION
[INSERT RATES & AUTHORIZED REIMBURSABLE EXPENSES]
[***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***]