HomeMy WebLinkAboutE-23 Staff Report - Senior Center Remodel RFPCONSENT ITEM
E-23
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
VIA: SERGIO GONZALEZ, CITY MANAGER
FROM: MIKI CARPENTER, DIRECTOR OF COMMUNITY RESOURCES
DATE: SEPTEMBER 19, 2022
SUBJECT: AUTHORIZE RELEASE OF REQUEST FOR PROPOSAL (RFP) FOR SENIOR
CENTER REMODEL - ARCHITECTURAL, INTERIOR DESIGN, ENGINEERING &
CONSTRUCTION SERVICES
BACKGROUND:
Aligning with City Council’s goals of enhancing and sustaining public facilies and infrastructure, the
FY22-23 approved budget includes a capital project that sets aside $4,000,000 in excess reserves to
modernize the Senior Center. This will include maintenance/upgrade of mechanical, electrical and
plumbing systems, space planning, and other upgrades. Staff is now able to move forward with
preliminary steps. The first step is to retain a firm to work on architectural, interior design, engineering
& construction services, therefore, Staff is requesting authorization to release an RFP.
RECOMMENDATIONS:
Staff recommends that City Council take the following actions:
1) Authorize release of a Request for Proposal for Senior Center Remodel – Architectural, Interior
Design, Engineering & Construction Services.
ANALYSIS:
The Azusa Senior Center was opened as a newly constructed building in 1987. Since original
construction, remodeling efforts have been minimal and limited to lighting upgrades, roof replacement,
HVAC upgrades, and aesthetic improvements. With excess reserves set aside for remodeling efforts, the
City wishes to implement an approach that integrates people, systems, and practices into a process that
collaboratively employs the expertise, creativity, and insights of all participants to maximimize
efficiency through design and construction, optimize project results, and deliver the best value to the
community.
APPROVED
CITY COUNCIL
9/19/2022
RFP Senior Center Remodel
September 19, 2022
Page 2
FISCAL IMPACT:
There is no immediate fiscal impact associated with the relase 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 Senior Center Remodel – Architectural, Interior Design, Engineering &
Construction Services
DRAFT
REQUEST FOR PROPOSALS (RFP)
FOR
SENIOR CENTER REMODEL
ARCHITECTURAL, INTERIOR DESIGN, ENGINEERING &
CONSTUCTION SERVICES
IMPORTANT DATES
RFP ISSUED: OCTOBER 12, 2022
FINAL DATE FOR INQUIRIES: NOVEMBER 3, 2022
PROPOSAL DUE DATE: NOVEMBER 17, 2022
Attachment 1
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CITY OF AZUSA
COMMUNITY RESOURCES DEPARTMENT
213 E FOOTHILL BOULEVARD, AZUSA, CA 91702
REQUEST FOR PROPOSALS
FOR
SENIOR CENTER REMODEL
ARCHITECTURAL, INTERIOR DESIGN, ENGINEERING & CONSTRUCTION
SERVICES
Brief History of Azusa Senior Center
The City of Azusa Senior Center was opened as a newly constructed 13,488 square feet building
in 1987. The building is a single-story structure located at 740 N. Dalton Avenue, Azusa, CA. It
is a concrete slab-on grade floor with the majority of the walls being wood studs with a stucco
exterior finish. The roof structure is a combination of roof truss and wood joist. The finishing is
sloped clay tile with a small section being flat with built-up roofing to house mechanical
equipment. Since then, the Senior Center has served the Azusa population over 50 years of age.
Senior nutrition, case management, social activities, educational programs, socialization
opportunities and health screenings are some of the services offered at this location.
Since original construction, remodeling efforts have been minimal and limited to lighting
upgrades, roof replacement, HVAC upgrades, and aesthetic improvements.
1. SCOPE OF SERVICES
The City of Azusa is requesting proposals from highly qualified and experienced Architectural,
Engineering and Construction consultants to renovate the existing Senior Center. The City
wishes to implement an approach that integrates people, systems, and practices into a process
that collaboratively employs the expertise, creativity, and insights of all participants to maximize
efficiency through design and construction, optimize project results, and deliver the best value to
the community.
Consultants must have extensive experience with the Uniform Building Code (“UBC”), Title 24
of the California Code of Regulations, and all applicable local, state, and federal regulations.
Consultants must have extensive experience in the design of community facilities in addition to
working with construction managers, contractors and other related consultants, and establishing
project scope and project budgets.
The scope of work could include upgrades to lighting, restrooms, interior finishes including new
flooring, ceiling, paint and cabinetry upgrades. Exterior improvements may include
modifications to the entry plaza, parking areas and sidewalks, ADA access barrier removal,
redesign of fountain area and existing patios, and structural and/or seismic upgrades as
necessary.
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The scope of services shall include, but not limited to:
A. Conceptual/Schematic Design & Design Development
1) Organize and distribute in a timely manner work, including project-related
research, correspondence, and presentations, meeting minutes and
progress reports (for all phases of design).
2) Provide the Facility with alternative design concepts, alternative materials
and systems, as well as value engineering suggestions necessary to
achieve the budget and make major material selections.
3) Finalize approved detailed plans and designs.
4) Acquire preliminary approval from all governing authorities for code
requirements.
B. Construction Documents
1) After approval and acceptance of the final design from the Design
Development phase, the Consultant shall be responsible for preparation of
the required architectural/engineering documents and plan documents.
C. Construction Administration & Project Closeout
1) The Consultant shall be responsible for all plan approvals and permitting.
2) The Consultant shall provide on the Facility’s behalf construction
administration and inspection services, assist with material selection,
undertake construction observation, etc.
D. Interior Design & Design Guidelines
1) The Consultant shall be expected to integrate sustainable principles/design
into the renovation design project.
The selected Consultant must be prepared to sign the “Professional Services Agreement”
(Agreement) attached hereto as Attachment A.
2. TENTATIVE SCHEDULE
The Consultant is expected to provide a detailed timeline which should include the dates
on which the Consultant expects to start the project: Concept Design and Budget
Confirmation; Schematic Design and cost estimate; Design Development; Building
Permit Submittal; and Bid Set and technical specifications.
The project schedule should assume the following tentative dates:
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Release of RFP October 12, 2022
Questions due November 3, 2022 @ 5 p.m.
Proposals due November 17, 2022 @ 5 p.m.
Interviews (if held) December 2022
Notification January 2023
Design Phase January – April 2023
Construction Late Summer 2023
3. PROJECT BUDGET
The City of Azusa has budgeted $4,000,000 for this project, inclusive of this contract. If
projects identified exceed the budget, menu options will be requested identifying highest
priorities. A Floor Plan of the Senior Center along with corresponding photos has been
provided as Attachment B.
4. CONTENT OF THE PROPOSAL
Each Consultant’s proposal must be concise, well organized, and demonstrate the
Consultant’s qualifications, and shall be formatted as outlined below.
A. Letter of Interest. A dated Letter of Interest must be submitted, including the
legal name of the Consultant, address, telephone, emails, and the name, title, and
signature of the person(s) authorized to submit the Proposal on behalf of the
Consultant. The Letter of Interest should provide a brief statement of the
Consultant’s experience indicating the unique background and qualities of the
Consultant, its personnel, and its subconsultants, and what will make the
Consultant a good choice for the project.
B. Table of Contents. A table of contents of the material contained in the proposal
should follow the letter of interest.
C. Executive Summary. The executive summary should contain an outline of
Consultant’s approach, along with a brief summary of Consultant’s qualifications.
D. Consultant Information. Provide a comprehensive description of the services
offered by Consultant.
1) Provide a brief history of Consultant, and, if joint venture, of each
participating Consultant. Identify legal form, ownership, and Senior
officials of company(ies). Describe number of years in business and types
of business conducted.
2) Describe Consultant’s philosophy and how Consultant intended to work
with the City’s administration officials to perform the Services and
respond to the unique challenges of the City.
3) Include resumes of key personnel who would be performing Services for
the City. Specifically, define the role of each person and outline his or her
individual experiences and responsibilities. Indicate personnel who will
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serve as primary contact(s) for the City. Indicate Consultant’s availability
to provide the Services.
4) Provide a statement of Consultant’s financial resources and insurance
coverage/
5) Provide a statement of ALL claim(s) filed against the Consultant in the
last five (5) years. Briefly indicate the nature of the claim and the
resolution, if any, of the claim and the resolution, if any, of the claim(s).
6) Indicate ongoing commitment to professional education of staff, total
number of permanent employees, and any other data that may assist the
City in understanding the Consultant’s qualifications and expertise.
E. Prior Relevant Experience.
1) Describe Consultant’s approach to quality control/assurance procedures,
including coordination of design disciplines.
2) Describe Consultant’s experience with construction cost reduction
measures including how Consultant intends to assist City in meeting
established project budgets and in prioritizing project construction to meet
budget.
3) Identify established methods and approaches utilized by your firm to
successfully meet completion deadlines and provide examples
demonstrating effective use of stated methods and approaches.
4) Discuss the Consultant’s ability to meet construction schedules for
projects, Consultant’s schedule management procedures, and how the
Consultant has successfully handled potential delays both for the contract
documents and for field changes.
5) Identify ALL community facilities project performed by Consultant in the
past five (5) years. Limit response to no more than the twenty (20) most
recent projects. Include the following information for each project: Name
of project and location; name of project architect if not Consultant; scope
of projects, description of services provided; contact person and telephone
number; firm person in charge of each project; dollar value of each
project; original construction budget and final construction cost; and, all
litigation arising from the project.
F. Additional Data
Provide additional information about the Consultant as it may relate to
Consultant’s proposal. This can include letters of reference or testimonials.
Conflicts of Interest if applicable. Provide a statement of any recent, current, or
anticipated contractual obligations that relate in any way to similar work, the
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Project, or the City that may have a potential to conflict with Consultant’s ability
to provide the services described herein to the City. Consultant’s cannot submit,
propose, bid, contract, sub-contract, consult, or have any other economic interests
in the project to with the Consultant may provide Services.
G. Fee Proposal and Compensation: Each Consultant’s proposal shall include a
Fee Proposal.
1) Fee Proposal. Identify lump sum fees for which Consultant would be
seeking compensation with the phase breakdown.
2) Fee Schedule. Please provide a current fee schedule for the types of
service(s) that you offer. If referencing basic service costs, include typical
staffing expectations and variations that the City could expect for specific
types of projects, if applicable. Please also provide detailed information on
your billing practices (i.e. lump sum, percentage based, other), including
reimbursable cost categories and hourly billing rates by position for
additional services.
3) Additional costs. Identify any additional fees, costs, expenses or
reimbursable fees for which Consultant would be seeking compensation.
5. CONSULTANT SELECTION
The Community Resources Department in conjunction with the Public Works Department will
evaluate all proposals based on, but not limited to, the following criteria:
• Project understanding, including any unique insight into the project.
• Innovativeness, ability to implement an innovative design that incorporates
services outlined in the “Scope of Services”.
• Demonstrated record of success performing similar work for other municipalities.
• Qualifications of the specific individuals who will provide the services, including
the amount of time and involvement of key personnel and titles of those involved
in respective portions of the project.
• The specific method and techniques to be employed on the project (to
demonstrate experience in project management).
The City reserves the right to contract with any entity responding to this RFP, to reject any
proposal as non-responsive, and not to contract with any Consultant for the services described
herein. The City makes no representation that participation in the RFP process will lead to an
award of contract or any consideration whatsoever. The City shall in no event be responsible for
the cost of preparing any proposal in response to this RFP.
6. PROPOSAL SUBMITTAL
The proposal shall be mailed or brought in person to City of Azusa City Clerk’s Office located at
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213 E. Foothill Blvd., Azusa, CA 91702. Attn: Nikki Rosales, Senior Management
Analyst/Senior Center Remodel RFP before 5:00 PM on November 17, 2022.
7. STAFF CONTACT
For inquiries, please contact Nikki Rosales at nrosales@azusaca.gov.
Attachment A
8513273_1
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.
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3.2 Responsibilities of Consultant.
3.2.1 Control and Payment of Subordinates; Independent Contractor. The
Services shall be performed by Consultant or under its supervision. Consultant will determine the
means, methods and details of performing the Services subject to the requirements of this
Agreement. City retains Consultant on an independent contractor basis and not as an employee.
Consultant retains the right to perform similar or different services for others during the term of
this Agreement. Any additional personnel performing the Services under this Agreement on behalf
of Consultant shall also not be employees of City and shall at all times be under Consultant’s
exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due
such personnel in connection with their performance of Services under this Agreement and as
required by law. Consultant shall be responsible for all reports and obligations respecting such
additional personnel, including, but not limited to: social security taxes, income tax withholding,
unemployment insurance, disability insurance, and workers’ compensation insurance.
3.2.2 Schedule of Services. Consultant shall perform the Services expeditiously,
within the term of this Agreement, and in accordance with the Schedule of Services set forth in
Exhibit “B” attached hereto and incorporated herein by reference. Consultant represents that it
has the professional and technical personnel required to perform the Services in conformance with
such conditions. In order to facilitate Consultant’s conformance with the Schedule, City shall
respond to Consultant’s submittals in a timely manner. Upon request of City, Consultant shall
provide a more detailed schedule of anticipated performance to meet the Schedule of Services.
3.2.3 Conformance to Applicable Requirements. All work prepared by
Consultant shall be subject to the approval of City.
3.2.4 Substitution of Key Personnel. Consultant has represented to City that
certain key personnel will perform and coordinate the Services under this Agreement. Should one
or more of such personnel become unavailable, Consultant may substitute other personnel of at
least equal competence upon written approval of City. In the event that City and Consultant cannot
agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for
cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner
acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a
threat to the adequate or timely completion of the Project or a threat to the safety of persons or
property, shall be promptly removed from the Project by the Consultant at the request of the City.
The key personnel for performance of this Agreement are as follows: [INSERT NAMES].
3.2.5 City’s Representative. The City hereby designates [INSERT NAME OR
TITLE], or his or her designee, to act as its representative for the performance of this Agreement
(“City’s Representative”). City’s Representative shall have the power to act on behalf of the City
for all purposes under this Contract. Consultant shall not accept direction or orders from any
person other than the City’s Representative or his or her designee.
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3.2.6 Consultant’s Representative. Consultant hereby designates [INSERT NAME
OR TITLE], or his/her designee, to act as its representative for the performance of this Agreement
(“Consultant’s Representative”). Consultant’s Representative shall have full authority to represent
and act on behalf of the Consultant for all purposes under this Agreement. The Consultant’s
Representative shall supervise and direct the Services, using his/her best skill and attention, and
shall be responsible for all means, methods, techniques, sequences and procedures and for the
satisfactory coordination of all portions of the Services under this Agreement.
3.2.7 Coordination of Services. Consultant agrees to work closely with City staff
in the performance of Services and shall be available to City’s staff, consultants and other staff at
all reasonable times.
3.2.8 Standard of Care; Performance of Employees. Consultant shall perform all
Services under this Agreement in a skillful and competent manner, consistent with the standards
generally recognized as being employed by professionals in the same discipline in the State of
California. Consultant represents and maintains that it is skilled in the professional calling
necessary to perform the Services. Consultant warrants that all employees and subcontractors shall
have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant
represents that it, its employees and subcontractors have all licenses, permits, qualifications and
approvals of whatever nature that are legally required to perform the Services, including a City
Business License, and that such licenses and approvals shall be maintained throughout the term of
this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant
shall perform, at its own cost and expense and without reimbursement from the City, any services
necessary to correct errors or omissions which are caused by the Consultant’s failure to comply
with the standard of care provided for herein. Any employee of the Consultant or its sub-
consultants who is determined by the City to be uncooperative, incompetent, a threat to the
adequate or timely completion of the Project, a threat to the safety of persons or property, or any
employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be
promptly removed from the Project by the Consultant and shall not be re-employed to perform any
of the Services or to work on the Project.
3.2.9 Period of Performance and Liquidated Damages. Consultant shall perform
and complete all Services under this Agreement within the term set forth in Section 3.1.2 above
(“Performance Time”). Consultant shall also perform the Services in strict accordance with any
completion schedule or Project milestones described in Exhibits “A” or “B” attached hereto, or
which may be separately agreed upon in writing by the City and Consultant (“Performance
Milestones”). Consultant agrees that if the Services are not completed within the aforementioned
Performance Time and/or pursuant to any such Project Milestones developed pursuant to
provisions of this Agreement, it is understood, acknowledged and agreed that the City will suffer
damage. [***INCLUDE THE FOLLOWING SENTENCE ONLY IF YOU'RE INCLUDING
LD'S – DELETE OTHERWISE – DON'T SIMPLY INSERT $0; ALSO DELETE “AND
LIQUIDATED DAMAGES” FROM TITLE OF SECTION***]Pursuant to Government Code
Section 53069.85, Consultant shall pay to the City as fixed and liquidated damages the sum of
[***INSERT WRITTEN DOLLAR AMOUNT***] Dollars ($[***INSERT NUMERICAL
DOLLAR AMOUNT***]) per day for each and every calendar day of delay beyond the
[INSERT NAME OF COMPANY]
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Performance Time or beyond any Project Milestones established pursuant to this Agreement.
3.2.10 Laws and Regulations; Employee/Labor Certifications. Consultant shall
keep itself fully informed of and in compliance with all local, state and federal laws, rules and
regulations in any manner affecting the performance of the Project or the Services, including all
Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for
all violations of such laws and regulations in connection with Services. If the Consultant performs
any work knowing it to be contrary to such laws, rules and regulations and without giving written
notice to the City, Consultant shall be solely responsible for all costs arising therefrom. Consultant
shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free
and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or
liability arising out of any failure or alleged failure to comply with such laws, rules or regulations.
3.2.10.1 Employment Eligibility; Consultant. By executing this
Agreement, Consultant verifies that it fully complies with all requirements and restrictions of state
and federal law respecting the employment of undocumented aliens, including, but not limited to,
the Immigration Reform and Control Act of 1986, as may be amended from time to time. Such
requirements and restrictions include, but are not limited to, examination and retention of
documentation confirming the identity and immigration status of each employee of the Consultant.
Consultant also verifies that it has not committed a violation of any such law within the five (5)
years immediately preceding the date of execution of this Agreement, and shall not violate any
such law at any time during the term of the Agreement. Consultant shall avoid any violation of
any such law during the term of this Agreement by participating in an electronic verification of
work authorization program operated by the United States Department of Homeland Security, by
participating in an equivalent federal work authorization program operated by the United States
Department of Homeland Security to verify information of newly hired employees, or by some
other legally acceptable method. Consultant shall maintain records of each such verification, and
shall make them available to the City or its representatives for inspection and copy at any time
during normal business hours. The City shall not be responsible for any costs or expenses related
to Consultant’s compliance with the requirements provided for in Section 3.2.10 or any of its sub-
sections.
3.2.10.2 Employment Eligibility; Subcontractors, Consultants, Sub-
subcontractors and Subconsultants. To the same extent and under the same conditions as
Consultant, Consultant shall require all of its subcontractors, consultants, sub-subcontractors and
subconsultants performing any work relating to the Project or this Agreement to make the same
verifications and comply with all requirements and restrictions provided for in Section 3.2.10.1.
3.2.10.3 Employment Eligibility; Failure to Comply. Each person
executing this Agreement on behalf of Consultant verifies that they are a duly authorized officer
of Consultant, and understands that any of the following shall be grounds for the City to terminate
the Agreement for cause: (1) failure of Consultant or its subcontractors, consultants, 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);
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8513273_1
or (3) failure to immediately remove from the Project any person found not to be in compliance
with such requirements.
3.2.10.4 Labor Certification. By its signature hereunder, Consultant
certifies that it is aware of the provisions of Section 3700 of the California Labor Code which
require every employer to be insured against liability for Workers’ Compensation or to undertake
self-insurance in accordance with the provisions of that Code, and agrees to comply with such
provisions before commencing the performance of the Services.
3.2.10.5 Equal Opportunity Employment. Consultant represents that
it is an equal opportunity employer and it shall not discriminate against any subconsultant,
employee or applicant for employment because of race, religion, color, national origin, handicap,
ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities
related to initial employment, upgrading, demotion, transfer, recruitment or recruitment
advertising, layoff or termination. Consultant shall also comply with all relevant provisions of
City’s Minority Business Enterprise program, Affirmative Action Plan or other related programs
or guidelines currently in effect or hereinafter enacted.
3.2.10.6 Air Quality. To the extent applicable, Consultant must fully
comply with all applicable laws, rules and regulations in furnishing or using equipment and/or
providing services, including, but not limited to, emissions limits and permitting requirements
imposed by the South Coast Air Quality Management District (SCAQMD) and/or California Air
Resources Board (CARB). Although the SCAQMD and CARB limits and requirements are more
broad, Consultant shall specifically be aware of their application to "portable equipment", which
definition is considered by SCAQMD and CARB to include any item of equipment with a fuel-
powered engine. Consultant shall indemnify City against any fines or penalties imposed by
SCAQMD, CARB, or any other governmental or regulatory agency for violations of applicable
laws, rules and/or regulations by Consultant, its subconsultants, or others for whom Consultant is
responsible under its indemnity obligations provided for in this Agreement.
3.2.10.7 Water Quality.
(A) Management and Compliance. To the extent applicable,
Consultant’s Services must account for, and fully comply with, all local, state and federal laws,
rules and regulations that may impact water quality compliance, including, without limitation, all
applicable provisions of the Federal Water Pollution Control Act (33 U.S.C. §§ 1300); the
California Porter-Cologne Water Quality Control Act (Cal Water Code §§ 13000-14950); laws,
rules and regulations of the Environmental Protection Agency, the State Water Resources Control
Board and the Santa Ana Regional Water Quality Control Board; the City’s ordinances regulating
discharges of storm water; and any and all regulations, policies, or permits issued 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
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Consultant or City to penalties, fines, or additional regulatory requirements. Consultant shall
defend, indemnify and hold the City, its directors, officials, officers, employees, volunteers and
agents free and harmless, pursuant to the indemnification provisions of this Agreement, from and
against any and all fines, penalties, claims or other regulatory requirements imposed as a result of
Consultant’s non-compliance with the laws, regulations and policies described in this Section,
unless such non-compliance is the result of the sole established negligence, willful misconduct or
active negligence of the City, its officials, officers, agents, employees or authorized volunteers.
(C) Training. In addition to any other standard of care
requirements set forth in this Agreement, Consultant warrants that all employees and
subcontractors shall have sufficient skill and experience to perform the Services assigned to them
without impacting water quality in violation of the laws, regulations and policies described in this
Section. Consultant further warrants that it, its employees and subcontractors will receive adequate
training, as determined by City, regarding the requirements of the laws, regulations and policies
described in this Section as they may relate to the Services provided under this Agreement. Upon
request, City will provide Consultant with a list of training programs that meet the requirements
of this paragraph.
3.2.11 Insurance.
3.2.11.1 Time for Compliance. Consultant shall not commence
Services under this Agreement until it has provided evidence satisfactory to the City that it has
secured all insurance required under this section. In addition, Consultant shall not allow any
subcontractor to commence work on any subcontract until it has provided evidence satisfactory to
the City that the subcontractor has secured all insurance required under this section.
3.2.11.2 Minimum Requirements. Consultant shall, at its expense,
procure and maintain for the duration of the Agreement insurance against claims for injuries to
persons or damages to property which may arise from or in connection with the performance of
the Agreement by the Consultant, its agents, representatives, employees or subcontractors.
Consultant shall also require all of its subcontractors to procure and maintain the same insurance
for the duration of the Agreement. Such insurance shall meet at least the following minimum levels
of coverage:
(A) Minimum Scope of Insurance. Coverage shall be at least as
broad as the latest version of the following: (1) General Liability: Insurance Services Office
Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability:
Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); and
(3) Workers’ Compensation and Employer’s Liability: Workers’ Compensation insurance as
required by the State of California and Employer’s Liability Insurance. The policy shall not
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
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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
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and complete operations performed by or on behalf of the Consultant, including materials, parts or
equipment furnished in connection with such work; and (2) using ISO form 20 01, or endorsements
providing the exact same coverage, the insurance coverage shall be primary insurance as respects
the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand
in an unbroken chain of coverage excess of the Consultant’s scheduled underlying coverage. Any
excess insurance shall contain a provision that such coverage shall also apply on a primary and
noncontributory basis for the benefit of the City, before the City’s own primary insurance or self-
insurance shall be called upon to protect it as a named insured. Any insurance or self-insurance
maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be
excess of the Consultant’s insurance and shall not be called upon to contribute with it in any way.
Notwithstanding the minimum limits set forth in Section 3.2.11.2(B), any available insurance
proceeds in excess of the specified minimum limits of coverage shall be available to the parties
required to be named as additional insureds pursuant to this Section 3.2.11.4(A).
(B) Automobile Liability. The automobile liability policy shall
include or be endorsed (amended) to state that: (1) the City, its directors, officials, officers,
employees, agents and volunteers shall be covered as additional insureds with respect to the
ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or
borrowed by the Consultant or for which the Consultant is responsible; and (2) the insurance
coverage shall be primary insurance as respects the City, its directors, officials, officers,
employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess
of the Consultant’s scheduled underlying coverage. Any insurance or self-insurance maintained
by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of
the Consultant’s insurance and shall not be called upon to contribute with it in any way.
Notwithstanding the minimum limits set forth in Section 3.2.11.2(B), any available insurance
proceeds in excess of the specified minimum limits of coverage shall be available to the parties
required to be named as additional insureds pursuant to this Section 3.2.11.4(B).
(C) Workers’ Compensation and Employers’ Liability
Coverage. The insurer shall agree to waive all rights of subrogation against the City, its directors,
officials, officers, employees, agents and volunteers for losses paid under the terms of the
insurance policy which arise from work performed by the Consultant.
(D) All Coverages. Each insurance policy required by this
Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided, reduced
or canceled except after thirty (30) days (10 days for nonpayment of premium) prior written notice
by certified mail, return receipt requested, has been given to the City; and (B) any failure to comply
with reporting or other provisions of the policies, including breaches of warranties, 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
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provisions. In addition, such insurance shall not contain any special limitations on the scope of
protection afforded to the City, its directors, officials, officers, employees, agents and volunteers.
All policies shall waive any right of subrogation of the insurer against the City, its officials,
officers, employees, agents, and volunteers, or any other additional insureds, or shall specifically
allow Consultant or others providing insurance evidence in compliance with these specifications
to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery
against City, its officials, officers, employees, agents, and volunteers, or any other additional
insureds, and shall require similar written express waivers and insurance clauses from each of its
subconsultants.
3.2.11.6 Deductibles and Self-Insurance Retentions. Any deductibles
or self-insured retentions must be declared to and approved by the City. Consultant shall guarantee
that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or
self-insured retentions as respects the City, its directors, officials, officers, employees, agents and
volunteers; or (2) the Consultant shall procure a bond guaranteeing payment of losses and related
investigation costs, claims and administrative and defense expenses.
3.2.11.7 Subconsultant Insurance Requirements. Consultant shall not
allow any subconsultants to commence work on any subcontract relating to the work under the
Agreement until they have provided evidence satisfactory to the City that they have secured all
insurance required under this Section. If requested by Consultant, the City may approve different
scopes or minimum limits of insurance for particular subconsultants. The Consultant and the City
shall be named as additional insureds on all subconsultants’ policies of Commercial General
Liability using ISO form 20 38, or coverage at least as broad.
3.2.11.8 Acceptability of Insurers. Insurance is to be placed with
insurers with a current A.M. Best’s rating no less than A:VIII, licensed to do business in California,
and satisfactory to the City.
3.2.11.9 Verification of Coverage. Consultant shall furnish City with
original certificates of insurance and endorsements effecting coverage required by this Agreement
on forms satisfactory to the City. The certificates and endorsements for each insurance policy
shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be
on forms provided by the City if requested. All certificates and endorsements must be received
and approved by the City before work commences. The City reserves the right to require complete,
certified copies of all required insurance policies, at any time.
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
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and the conditions under which the work is to be performed. Safety precautions as applicable shall
include, but shall not be limited to: (A) adequate life protection and life saving equipment and
procedures; (B) instructions in accident prevention for all employees and subcontractors, such as
safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures,
trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are
necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the
proper inspection and maintenance of all safety measures.
3.2.13 Accounting Records. Consultant shall maintain complete and accurate
records with respect to all costs and expenses incurred under this Agreement. All such records
shall be clearly identifiable. Consultant shall allow a representative of City during normal business
hours to examine, audit, and make transcripts or copies of such records and any other documents
created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents,
proceedings, and activities related to the Agreement for a period of three (3) years from the date
of final payment under this Agreement.
3.3 Fees and Payments.
3.3.1 Compensation. Consultant shall receive compensation, including
authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in
Exhibit “C” attached hereto and incorporated herein by reference. The total compensation shall
not exceed [INSERT WRITTEN DOLLAR AMOUNT] ($[INSERT NUMERICAL DOLLAR AMOUNT]) without
written approval of the City Manager [REPLACE ‘CITY MANAGER’ WITH ‘CITY COUNCIL’ FOR
AMOUNTS OVER $10,000]. Extra Work may be authorized, as described below, and if authorized,
will be compensated at the rates and manner set forth in this Agreement.
3.3.2 Payment of Compensation. Consultant shall submit to City a monthly
itemized statement which indicates work completed and hours of Services rendered by Consultant.
The statement shall describe the amount of Services and supplies provided since the initial
commencement date, or since the start of the subsequent billing periods, as appropriate, through
the date of the statement. City shall, within 45 days of receiving such statement, review the
statement and pay all approved charges thereon.
3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any
expenses unless authorized in writing by City.
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,
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Title 8, Section 16000, et seq., (“Prevailing Wage Laws”), which require the payment of prevailing
wage rates and the performance of other requirements on “public works” and “maintenance”
projects. If the Services are being performed as part of an applicable “public works” or
“maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is
$1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. City shall
provide Consultant with a copy of the prevailing rates of per diem wages in effect at the
commencement of this Agreement. Consultant shall make copies of the prevailing rates of per
diem wages for each craft, classification or type of worker needed to execute the Services available
to interested parties upon request, and shall post copies at the Consultant’s principal place of
business and at the project site. Consultant shall defend, indemnify and hold the City, its elected
officials, officers, employees and agents free and harmless from any claim or liability arising out
of any failure or alleged failure to comply with the Prevailing Wage Laws.
3.4 Termination of Agreement.
3.4.1 Grounds for Termination. City may, by written notice to Consultant,
terminate the whole or any part of this Agreement at any time and without cause by giving written
notice to Consultant of such termination, and specifying the effective date thereof, at least seven
(7) days before the effective date of such termination. Upon termination, Consultant shall be
compensated only for those services which have been adequately rendered to City, and Consultant
shall be entitled to no further compensation. Consultant may not terminate this Agreement except
for cause.
3.4.2 Effect of Termination. If this Agreement is terminated as provided herein,
City may require Consultant to provide all finished or unfinished Documents and Data and other
information of any kind prepared by Consultant in connection with the performance of Services
under this Agreement. Consultant shall be required to provide such document and other
information within fifteen (15) days of the request.
3.4.3 Additional Services. In the event this Agreement is terminated in whole or
in part as provided herein, City may procure, upon such terms and in such manner as it may
determine appropriate, services similar to those terminated.
3.5 Ownership of Materials and Confidentiality.
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
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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.
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
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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 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
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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.
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3.6.10 Waiver. No waiver of any default shall constitute a waiver of any other
default or breach, whether of the same or other covenant or condition. No waiver, benefit,
privilege, or service voluntarily given or performed by a Party shall give the other Party any
contractual rights by custom, estoppel, or otherwise.
3.6.11 No Third Party Beneficiaries. Except to the extent expressly provided for
in Section 3.6.7, there are no intended third party beneficiaries of any right or obligation assumed
by the Parties.
3.6.12 Invalidity; Severability. If any portion of this Agreement is declared
invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions shall continue in full force and effect.
3.6.13 Prohibited Interests. Consultant maintains and warrants that it has not
employed nor retained any company or person, other than a bona fide employee working solely
for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not
paid nor has it agreed to pay any company or person, other than a bona fide employee working
solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration
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
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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]
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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
8513273_1
EXHIBIT “A”
SCOPE OF SERVICES
[INSERT SCOPE]
B-1
8513273_1
EXHIBIT “B”
SCHEDULE OF SERVICES
[INSERT SCHEDULE]
C-1
8513273_1
EXHIBIT “C”
COMPENSATION
[INSERT RATES & AUTHORIZED REIMBURSABLE EXPENSES]
D-1
8513273_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***]
Attachment B