HomeMy WebLinkAboutE-7 Staff Report - 2022 Crossing GuardsCONSENT ITEM
E-7
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
VIA: SERGIO GONZALES, ICMA-CM, CITY MANAGER
FROM: ROCKY WENRICK, INTERIM CHIEF OF POLICE
DATE: OCTOBER 17, 2022
SUBJECT: APPROVE THE RELEASE OF A REQUEST FOR PROPOSALS (RFP) FOR
CROSSING GUARD SERVICES AND APPROVE AN AGREEMENT FOR MONTH
TO MONTH CROSSING GUARD SERVICES WITH ALL CITY MANAGEMENT
SERVICES (ACMS) PENDING THE AWARD OF A NEW CROSSING GUARD
SERVICES CONTRACT
BACKGROUND:
The City has maintained a professional services agreement with All City Management Services (ACMS)
to provide crossing guard services since 2008. The protection and safety of our students and community
members is one of the main priorities of our Police Department. During the school year, the roadways
become more dangerous with increased vehicle traffic and pedestrian activities during school times.
The previous agreement expired on June 30, 2022. The City requests the approval to release a Request
For Proposals (RFP) for crossing guard services to enter into a new long term agreement. The City also
requests the approval to continue on a month to month basis with ACMS to provide crossing guard
services until a new contract can be awarded.
RECOMMENDATION(S):
It is recommended that the City Council take the following action(s):
1) Authorize the City to release a Request For Proposals for crossing guard services; and
2) Authorize the City to continue on a Month to Month basis with All City Management Services to
provide crossing guard services until a new long-term contract can be awarded.
APPROVED
CITY COUNCIL
10/17/2022
All City Management Services
October 17, 2022
Page 2
ANALYSIS:
The City is seeking approval to release a Request For Proposals (RFP) for the outsourcing of crossing
guard services for the City of Azusa. Azusa staffs 14 crossing guard posts at different intersections
throughout the City. Most of the posts safeguard crossing of school-aged children in the mornings and
afternoons.
The company currently providing this service is All City Management Services (ACMS), a private
company that has been providing crossing guard services for the City since 2008. The current contract
expired June 30, 2022. Staff is additionally requesting the approval to continue on a month to month
basis with ACMS for crossing guard services until a new contract can be awarded.
FISCAL IMPACT:
In the approved budget for F/Y 22/23, staff has budgeted $ 198,950.00 for crossing guard services under
Contract Services Fund account #1020333000-6497.
Prepared by: Reviewed and Approved by:
Rocky Wenrick Sergio Gonzalez
Interim Chief of Police City Manager
Attachments:
1. Copy of Request for Proposals for Crossing Guard Services
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City of Azusa Request for Proposals:
Crossing Guard Services
Proposals Due:
November 17, 2022 by 5:30 P.M.
Contact:
Lieutenant Thomas Avila
Police Department
City of Azusa
213 East Foothill Boulevard
Azusa, CA 91702
626-812-3210
tavila@azusaca.gov
Attachment 1
2
Table of Contents
Introduction ............................................................................................................................................... 3
General Background ............................................................................................................................... 3
Schedule ..................................................................................................................................................... 3
Questions and Answers ......................................................................................................................... 3
Scope of Services .................................................................................................................................... 3
Submittal Requirements ......................................................................................................................... 4
Evaluation and Selection ....................................................................................................................... 5
General conditions .................................................................................................................................. 5
Professional Services Agreement ....................................................................................................... 6
Consultant’s Responsibilities ............................................................................................................... 6
Attachment A (Assignment Matrix) ..................................................................................................... 7
Attachment B (Professional Services Agreement) ......................................................................... 8
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Introduction
The City of Azusa (“City”) is requesting qualified vendors to submit a written proposal to provide crossing
guard services. The required services are described in the Scope of Services (Page 4).
General Background
The City operates under the council-manager form of government. It is a full-service city except for its Fire
Department which is contracted with Los Angeles County Fire Department. The City covers approximately
10 square miles and boasts a diverse population of over 48,000. The City is strategically located off the 210
Freeway within a 30 minute drive to Pasadena, Orange County, Inland Empire, and the Ontario
International Airport. In addition to its convenient freeway access, Azusa offers several major traffic
corridors including the renowned U.S. Route 66 (Foothill Boulevard) which runs east to west through the
community. The California State Route 39 runs north to the designated San Gabriel Mountains National
Monument and south to the beach.
Schedule
Request for proposal posted October 18, 2022
Deadline to submit written questions November 1, 2022
Deadline to submit proposals November 17, 2022
Request for proposal evaluation by City November 2022
Tentative award December 2022
Questions and Answers
All inquiries to this proposal should be submitted via e-mail to:
Lieutenant Thomas Avila
Azusa Police Department
City of Azusa
213 E. Foothill Boulevard
Azusa, CA 91702
tavila@azusaca.gov
The deadline for all questions is November 1, 2022 at 5:30 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.
Interpretations or clarifications considered necessary in response to such questions will be resolved by the
issuance of formal Addenda to the RFP posted to the City’s PlanetBids portal. To reach the Cities
PlanetBids portal please visit the following link:
https://pbsystem.planetbids.com/portal/47476/portal-home
Scope of Services
The number of crossing guards and locations will be established by the City; however, the crossing guard
schedule will coincide with the instructional calendar established by the Azusa Unified School District.
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The selected vendor will have the experience and qualifications necessary to provide crossing guard
services. Such services shall include but not be limited to the following:
• Provide consistent, reliable, and cost-effective crossing guard services in support of the City’s
Safe Routes to School program in coordination with the Azusa Unified School District and local private
schools serving the developmental needs of the City’s children.
• Assist the City in identifying possible risk factors for children navigating the City.
• Availability to partner with the Azusa Police Department during pre-planned special events or seasonal
activities to provide a safe route for children and families.
Note: Assignment start/end times may change due to school schedule changes. Assignment locations may
change due to construction projects, signal failures, traffic collisions, or other unanticipated events.
Submittal Requirements
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.
- Cover Letter
The cover letter should indicate the full name and address of the vendor that will perform the
services described in the RFP. The vendor should include the name and contact information for the
individual making the proposal as well as their qualifications.
- Vendor’s Prior Experience and Qualifications
Provide examples of the last three (3) completed projects demonstrating the vendor’s current
experience working with municipalities or other public agencies similar in size, scope and purpose.
- References
Provide three (3) client references applicable to the scope of services. Include contact names,
telephone numbers and e-mail addresses.
- Organizational Chart
Identify all team members and their titles and responsibilities that each will perform.
- Team Member Resumes
Provide a resume for all team members.
- 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 vendors should provide a detailed work plan
indicating how each task under the Scope of Services will be accomplished.
- 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.
- Validity of Proposal
A proposal shall be valid for acceptance for a period of at least 90 days from the closing date
indicated in the solicitation, unless otherwise stated
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Submittal Requirements (Continued)
One (1) unbounded copy, (2) two bounded copies and one (1) electronic copy of all proposals must be
received in the City of Azusa, City Clerk’s Office by November 17, 2022 at 5:30 P.M. It is the responsibility
of the Vendor to see that any proposal sent through mail, or any other delivery method, should have
sufficient time to be received by the City of Azusa, City Clerk’s Office prior to the proposal due date and
time. Late proposals will not be accepted. Proposals should be clearly marked with the name of this
project on the outside packaging and submitted to:
City of Azusa
City Clerk’s Office
213 E. Foothill Blvd
Azusa, CA 91702
Evaluation and Selection
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:
• Vendor’s qualifications and experience;
• Vendor’s knowledge of best practices in municipalities;
• Vendor’s experience with a Scope of Services similar in scope and purpose;
• Vendor’s understanding of the Scope of Services;
• Vendor’s Management Overview and Approach to complete Scope of Services;
• Qualifications and experience of team members;
• Overall quality of response to RFP; and
• Vendor’s fee proposal.
During the evaluation period, at its sole discretion, the City may interview some or all of the proposing
vendors. The City will establish a specific date to conduct interviews, and 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.
General 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.
(c) The City reserves the right to postpone proposal openings for its own convenience.
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(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:
(a) Preparing its proposal in response to this RFP;
(b) Submitting that proposal to the City;
(c) Negotiating with the City any matter related to this proposal; or
(d) Any other expenses incurred by Proposer(s) prior to date of award, if any.
(e) All materials submitted become the property of the City.
Professional Services Agreement
The selected vendor 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 (Attachment
A).
Consultant’s Responsibilities
Following selection and execution of a Professional Services Agreement, the vendor will meet with City
Staff, the City’s (Owner’s) Representative, selected individuals and/or firms to discuss approach and
expectations. The vendor will meet on a regular basis with Lieutenant Thomas Avila to review the progress
of the work and to discuss any changes in direction or needed details. Upon request from City Staff, the
vendor will be required to submit a brief report on the current progress made within a specific project or
task.
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ATTACHMENT A
Tentative Assignment Matrix
LOCATION MON TUE WED THU FRI
Foothill/Dalton 7:30-8:30 AM
2:00 - 3:30PM
7:30-8:30 AM
2:00 - 3:30PM
7:30-8:30 AM
12:50-2:50PM
7:30-8:30 AM
1:15-3:15 PM
7:30-8:30 AM
2:00 -
3:30PM
9th St/Pasadena 7:30-8:30 AM
2:05-3:05PM
7:30-8:30 AM
2:05-3:05PM
7:30-8:30 AM
2:05-3:05PM
7:30-8:30 AM
2:00 - 3:30PM
7:30-8:30 AM
2:00 -
3:30PM
Pasadena/Foothill 7:30-8:30 AM
2:00 - 3:30PM
7:30-8:30 AM
2:00 - 3:30PM
7:30-8:30 AM
12:50-2:50PM
7:30-8:30 AM
1:15-3:15 PM
7:30-8:30 AM
2:00 -
3:30PM
1st/Rockvale 7:15-9:00 AM
1:45 - 3:00PM
7:15-9:00 AM
1:45 - 3:00PM
7:15-9:00 AM
12:15-12:50PM
2:30-3:00PM
7:15-9:00 AM
1:45 - 3:00PM
7:15-9:00 AM
1:45 -
3:00PM
11th/McKeever 7:30-8:30 AM
2:05-3:05PM
7:30-8:30 AM
2:05-3:05PM
7:30-8:30 AM
2:05-3:05PM
7:30-8:30 AM
1:15-2:00 PM
7:30-8:30 AM
2:05-3:05PM
11th/Vernon 7:30-8:30 AM
2:05-3:05PM
7:30-8:30 AM
2:05-3:05PM
7:30-8:30 AM
2:05-3:05PM
7:30-8:30 AM
1:15-2:00 PM
7:30-8:30 AM
2:05-3:05PM
5th/Cerritos 7:30-8:30 AM
2:05-3:05PM
7:30-8:30 AM
2:05-3:05PM
7:30-8:30 AM
2:05-3:05PM
7:30-8:30 AM
1:15-2:00 PM
7:30-8:30 AM
2:05-3:05PM
Citrus/Armstead 7:30-8:30 AM
2:05-3:05PM
7:30-8:30 AM
2:05-3:05PM
7:30-8:30 AM
2:05-3:05PM
7:30-8:30 AM
1:15-2:00 PM
7:30-8:30 AM
2:05-3:05PM
Nearfield/Fairvale 7:30-8:30 AM
2:05-3:05PM
7:30-8:30 AM
2:05-3:05PM
7:30-8:30 AM
2:05-3:05PM
7:30-8:30 AM
1:15-2:00 PM
7:30-8:30 AM
2:05-3:05PM
Cerritos/Newburgh 7:30-8:30 AM
1:45 - 3:00PM
7:30-8:30 AM
1:45 - 3:00PM
7:30-8:30 AM
11:45-12:30PM
2:00-3:00PM
7:30-8:30 AM
1:45 - 3:00PM
7:30-8:30 AM
1:45 -
3:00PM
First/Azusa 7:25-8:25 AM
2:05-3:05PM
7:25-8:25 AM
2:05-3:05PM
7:25-8:25 AM
2:05-3:05PM
7:25-8:25 AM
1:15-2:00PM
7:25-8:25 AM
2:05-3:05PM
Paramount/Azusa 7:25-8:25 AM
2:05-3:05PM
7:25-8:25 AM
2:05-3:05PM
7:25-8:25 AM
2:05-3:05PM
7:25-8:25 AM
1:15-2:00PM
7:25-8:25 AM
2:05-3:05PM
Citrus/Mauna Loa 7:30-8:30 AM
2:05-3:05PM
7:30-8:30 AM
2:05-3:05PM
7:30-8:30 AM
2:05-3:05PM
7:30-8:30 AM
1:15-2:00 PM
7:30-8:30 AM
2:05-3:05PM
Lark Ellen/Payson
mid block 7:30-8:30 AM
2:05-3:05PM
7:30-8:30 AM
2:05-3:05PM
7:30-8:30 AM
2:05-3:05PM
7:30-8:30 AM
1:15-2:00 PM
7:30-8:30 AM
2:05-3:05PM
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ATTACHMENT B
CITY OF AZUSA
PROFESSIONAL SERVICES AGREEMENT
1. PARTIES AND DATE.
This Agreement is made and entered into this ____ day of ________________, 20___ by and
between the City of Azusa, a municipal corporation organized under the laws of the State of
California with its principal place of business at 213 East Foothill Boulevard, Azusa, California
91702 (“City”) and [insert Name of Company], a [insert type of business: corporation; limited
liability company; etc.] with its principal place of business at [insert address] (“Consultant”).
City and Consultant are sometimes individually referred to herein as “Party” and collectively as
“Parties.”
2. RECITALS.
2.1 Consultant.
Consultant desires to perform and assume responsibility for the provision of certain professional
services required by the City on the terms and conditions set forth in this Agreement.
Consultant represents that it is experienced in providing [insert type of services] services to
public clients, is licensed in the State of California, and is familiar with the plans of City.
2.2 Project.
City desires to engage Consultant to render such services for the [insert Name of Project]
project (“Project”) as set forth in this Agreement.
3. TERMS.
3.1 Scope of Services and Term.
3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all
labor, materials, tools, equipment, services, and incidental and customary work necessary to
fully and adequately supply the professional [insert type of services] consulting services
necessary for the Project (“Services”). The Services are more particularly described in Exhibit
“A” attached hereto and incorporated herein by reference. All Services shall be subject to, and
performed in accordance with, this Agreement, the exhibits attached hereto and incorporated
herein by reference, and all applicable local, state and federal laws, rules and regulations.
3.1.2 Term. The term of this Agreement shall be from [insert start date] to [insert ending
date], unless earlier terminated as provided herein. Consultant shall complete the Services
within the term of this Agreement, and shall meet any other established schedules and
deadlines. The Parties may, by mutual written consent, extend the term of this Agreement if
necessary to complete the Services.
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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.
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
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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 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
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requirements, and shall give all notices required by law. Consultant shall be liable for all
violations of such laws and regulations in connection with Services. If the Consultant performs
any work knowing it to be contrary to such laws, rules and regulations and without giving
written notice to the City, Consultant shall be solely responsible for all costs arising therefrom.
Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees and
agents free and harmless, pursuant to the indemnification provisions of this Agreement, from
any claim or liability arising out of any failure or alleged failure to comply with such laws, rules
or regulations.
3.2.10.1 Employment Eligibility; Consultant. By executing this
Agreement, Consultant verifies that it fully complies with all requirements and restrictions of
state and federal law respecting the employment of undocumented aliens, including, but not
limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to
time. Such requirements and restrictions include, but are not limited to, examination and
retention of documentation confirming the identity and immigration status of each employee of
the Consultant. Consultant also verifies that it has not committed a violation of any such law
within the five (5) years immediately preceding the date of execution of this Agreement, and
shall not violate any such law at any time during the term of the Agreement. Consultant shall
avoid any violation of any such law during the term of this Agreement by participating in an
electronic verification of work authorization program operated by the United States Department
of Homeland Security, by participating in an equivalent federal work authorization program
operated by the United States Department of Homeland Security to verify information of newly
hired employees, or by some other legally acceptable method. Consultant shall maintain
records of each such verification, and shall make them available to the City or its
representatives for inspection and copy at any time during normal business hours. The City
shall not be responsible for any costs or expenses related to Consultant’s compliance with the
requirements provided for in Section 3.2.10 or any of its sub-sections.
3.2.10.2 Employment Eligibility; Subcontractors, Consultants, Sub-
subcontractors and Subconsultants. To the same extent and under the same conditions as
Consultant, Consultant shall require all of its subcontractors, consultants, sub-subcontractors
and subconsultants performing any work relating to the Project or this Agreement to make the
same verifications and comply with all requirements and restrictions provided for in Section
3.2.10.1.
3.2.10.3 Employment Eligibility; Failure to Comply. Each person
executing this Agreement on behalf of Consultant verifies that they are a duly authorized officer
of Consultant, and understands that any of the following shall be grounds for the City to
terminate the Agreement for cause: (1) failure of Consultant or its subcontractors, consultants,
sub-subcontractors or subconsultants to meet any of the requirements provided for in Sections
3.2.10.1 or 3.2.10.2; (2) any misrepresentation or material omission concerning compliance
with such requirements (including in those verifications provided to the Consultant under
Section 3.2.10.2); or (3) failure to immediately remove from the Project any person found not
to be in compliance with such requirements.
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-
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insurance in accordance with the provisions of that Code, and agrees to comply with such
provisions before commencing the performance of the Services.
3.2.10.5 Equal Opportunity Employment. Consultant represents that it is an equal
opportunity employer and it shall not discriminate against any subconsultant, employee or
applicant for employment because of race, religion, color, national origin, handicap, ancestry,
sex or age. Such non-discrimination shall include, but not be limited to, all activities related to
initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff
or termination. Consultant shall also comply with all relevant provisions of City’s Minority
Business Enterprise program, Affirmative Action Plan or other related programs or guidelines
currently in effect or hereinafter enacted.
3.2.10.6 Air Quality. To the extent applicable, Consultant must fully comply with
all applicable laws, rules and regulations in furnishing or using equipment and/or providing
services, including, but not limited to, emissions limits and permitting requirements imposed by
the South Coast Air Quality Management District (SCAQMD) and/or California Air Resources
Board (CARB). Although the SCAQMD and CARB limits and requirements are more broad,
Consultant shall specifically be aware of their application to "portable equipment", which
definition is considered by SCAQMD and CARB to include any item of equipment with a fuel-
powered engine. Consultant shall indemnify City against any fines or penalties imposed by
SCAQMD, CARB, or any other governmental or regulatory agency for violations of applicable
laws, rules and/or regulations by Consultant, its subconsultants, or others for whom Consultant
is responsible under its indemnity obligations provided for in this Agreement.
3.2.10.7 Water Quality.
(A) Management and Compliance. To the extent applicable, Consultant’s
Services must account for, and fully comply with, all local, state and federal laws, rules and
regulations that may impact water quality compliance, including, without limitation, all
applicable provisions of the Federal Water Pollution Control Act (33 U.S.C. §§ 1300); the
California Porter-Cologne Water Quality Control Act (Cal Water Code §§ 13000-14950); laws,
rules and regulations of the Environmental Protection Agency, the State Water Resources
Control Board and the Santa Ana Regional Water Quality Control Board; the City’s ordinances
regulating discharges of storm water; and any and all regulations, policies, or permits issued
pursuant to any such authority regulating the discharge of pollutants, as that term is used in
the Porter-Cologne Water Quality Control Act, to any ground or surface water in the State.
(B) Liability for Non-compliance. Failure to comply with the laws, regulations
and policies described in this Section is a violation of law that may subject Consultant or City to
penalties, fines, or additional regulatory requirements. Consultant shall defend, indemnify and
hold the City, its directors, officials, officers, employees, volunteers and agents free and
harmless, pursuant to the indemnification provisions of this Agreement, from and 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.
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(C) Training. In addition to any other standard of care requirements set forth
in this Agreement, Consultant warrants that all employees and subcontractors shall have
sufficient skill and experience to perform the Services assigned to them without impacting water
quality in violation of the laws, regulations and policies described in this Section. Consultant
further warrants that it, its employees and subcontractors will receive adequate training, as
determined by City, regarding the requirements of the laws, regulations and policies described
in this Section as they may relate to the Services provided under this Agreement. Upon
request, City will provide Consultant with a list of training programs that meet the requirements
of this paragraph.
3.2.11 Insurance.
3.2.11.1 Time for Compliance. Consultant shall not commence Services under this
Agreement until it has provided evidence satisfactory to the City that it has secured all
insurance required under this section. In addition, Consultant shall not allow any subcontractor
to commence work on any subcontract until it has provided evidence satisfactory to the City
that the subcontractor has secured all insurance required under this section.
3.2.11.2 Minimum Requirements. Consultant shall, at its expense, procure and maintain
for the duration of the Agreement insurance against claims for injuries to persons or damages
to property which may arise from or in connection with the performance of the Agreement by
the Consultant, its agents, representatives, employees or subcontractors. Consultant shall also
require all of its subcontractors to procure and maintain the same insurance for the duration of
the Agreement. Such insurance shall meet at least the following minimum levels of coverage:
(A) Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version
of the following: (1) General Liability: Insurance Services Office Commercial General Liability
coverage (occurrence form CG 0001); (2) Automobile Liability: Insurance Services Office
Business Auto Coverage form number CA 0001, code 1 (any auto); and (3) Workers’
Compensation and Employer’s Liability: Workers’ Compensation insurance as required by the
State of California and Employer’s Liability Insurance. The policy shall not contain any exclusion
contrary to the Agreement, including but not limited to endorsements or provisions limiting
coverage for (1) contractual liability (including but not limited to ISO CG 24 26 or 21 29); or (2)
cross liability for claims or suits by one insured against another.
(B) Minimum Limits of Insurance. Consultant shall maintain limits no less than: (1) General
Liability: [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
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nature of contract and risk to City]$1,000,000 per accident for bodily injury or disease. Defense
costs shall be paid in addition to the limits.
(C) Notices; Cancellation or Reduction of Coverage. At least fifteen (15) days prior to the
expiration of any such policy, evidence showing that such insurance coverage has been
renewed or extended shall be filed with the City. If such coverage is cancelled or materially
reduced, Consultant shall, within ten (10) days after receipt of written notice of such
cancellation or reduction of coverage, file with the City evidence of insurance showing that the
required insurance has been reinstated or has been provided through another insurance
company or companies. In the event any policy of insurance required under this Agreement
does not comply with these specifications or is canceled and not replaced, the City has the right
but not the duty to obtain the insurance it deems necessary and any premium paid by the City
will be promptly reimbursed by Consultant or the City may withhold amounts sufficient to pay
premium from Consultant payments. In the alternative, the City may suspend or terminate this
Agreement.
3.2.11.3 Professional Liability. [INCLUDE THIS SUBSECTION ONLY IF APPLICABLE -
DELETE OTHERWISE] Consultant shall procure and maintain, and require its sub-consultants to
procure and maintain, for a period of five (5) years following completion of the Project, errors
and omissions liability insurance appropriate to their profession. Such insurance shall be in an
amount not less than [Contact Risk Management to confirm amount; Typical minimum is $1
million, but amount of insurance required depends on nature of contract and risk to
City]$1,000,000 per claim, and shall be endorsed to include contractual liability. Defense costs
shall be paid in addition to limits.
3.2.11.4 Insurance Endorsements. The insurance policies shall contain the following
provisions, or Consultant shall provide endorsements on forms supplied or approved by the City
to add the following provisions to the insurance policies:
(A) General Liability. The general liability policy shall include or be endorsed (amended) to
state that: (1) using ISO CG forms 20 10 and 20 37, or endorsements providing the exact
same coverage, the City of Azusa, its directors, officials, officers, employees, agents and
volunteers shall be covered as additional insured with respect to the Services or ongoing and
complete operations performed by or on behalf of the Consultant, including materials, parts or
equipment furnished 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).
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(B) Automobile Liability. The automobile liability policy shall include or be endorsed
(amended) to state that: (1) the City, its directors, officials, officers, employees, agents and
volunteers shall be covered as additional insureds with respect to the ownership, operation,
maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the
Consultant or for which the Consultant is responsible; and (2) the insurance coverage shall be
primary insurance as respects the City, its directors, officials, officers, employees, agents and
volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant’s
scheduled underlying coverage. Any insurance or self-insurance maintained by the City, its
directors, officials, officers, employees, agents and volunteers shall be excess of the
Consultant’s insurance and shall not be called upon to contribute with it in any way.
Notwithstanding the minimum limits set forth in Section 3.2.11.2(B), any available insurance
proceeds in excess of the specified minimum limits of coverage shall be available to the parties
required to be named as additional insureds pursuant to this Section 3.2.11.4(B).
(C) Workers’ Compensation and Employers’ Liability Coverage. The insurer shall agree to
waive all rights of subrogation against the City, its directors, officials, officers, employees,
agents and volunteers for losses paid under the terms of the insurance policy which arise from
work performed by the Consultant.
(D) All Coverages. Each insurance policy required by this Agreement shall be endorsed to
state that: (A) coverage shall not be suspended, voided, reduced or canceled except after
thirty (30) days (10 days for nonpayment of premium) prior written notice by certified mail,
return receipt requested, has been given to the City; and (B) any failure to comply with
reporting or other provisions of the policies, including breaches of warranties, shall not affect
coverage provided to the City, its directors, officials, officers, employees, agents and volunteers.
Any failure to comply with reporting or other provisions of the policies including breaches of
warranties shall not affect coverage provided to the City, its officials, officers, employees,
agents and volunteers, or any other additional insureds.
3.2.11.5 Separation of Insureds; No Special Limitations; Waiver of Subrogation. All
insurance required by this Section shall contain standard separation of insureds provisions. In
addition, such insurance shall not contain any special limitations on the scope of protection
afforded to the City, its directors, officials, officers, employees, agents and volunteers. All
policies shall waive any right of subrogation of the insurer against the City, its officials, officers,
employees, agents, and volunteers, or any other additional insureds, or shall specifically allow
Consultant or others providing insurance evidence in compliance with these specifications to
waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery
against City, its officials, officers, employees, agents, and volunteers, or any other additional
insureds, and shall require similar written express waivers and insurance clauses from each of
its subconsultants.
3.2.11.6 Deductibles and Self-Insurance Retentions. Any deductibles or self-insured
retentions must be declared to and approved by the City. Consultant shall guarantee 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.
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3.2.11.7 Subconsultant Insurance Requirements. Consultant shall not allow any
subconsultants to commence work on any subcontract relating to the work under the
Agreement until they have provided evidence satisfactory to the City that they have secured all
insurance required under this Section. If requested by Consultant, the City may approve
different scopes or minimum limits of insurance for particular subconsultants. The Consultant
and the City shall be named as additional insureds on all subconsultants’ policies of Commercial
General Liability using ISO form 20 38, or coverage at least as broad.
3.2.11.8 Acceptability of Insurers. Insurance is to be placed with insurers with a current
A.M. Best’s rating no less than A:VIII, licensed to do business in California, and satisfactory to
the City.
3.2.11.9 Verification of Coverage. Consultant shall furnish City with original certificates of
insurance and endorsements effecting coverage required by this Agreement on forms
satisfactory to the City. The certificates and endorsements for each insurance policy shall be
signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on
forms provided by the City if requested. All certificates and endorsements must be received
and approved by the City before work commences. The City reserves the right to require
complete, certified copies of all required insurance policies, at any time.
3.2.11.9 Reporting of Claims. Consultant shall report to the City, in addition to
Consultant’s insurer, any and all insurance claims submitted by Consultant in connection with
the Services under this Agreement.
3.2.12 Safety. Consultant shall execute and maintain its work so as to avoid injury or damage
to any person or property. In carrying out its Services, the Consultant shall at all times be in
compliance with all applicable local, state and federal laws, rules and regulations, and shall
exercise all necessary precautions for the safety of employees appropriate to the nature of the
work and the conditions under which the work is to be performed. Safety precautions as
applicable shall include, but shall not be limited to: (A) adequate life protection and life saving
equipment and procedures; (B) instructions in accident prevention for all employees and
subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks,
confined space procedures, trenching and shoring, equipment and other safety devices,
equipment and wearing apparel as are necessary or lawfully required to prevent accidents or
injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety
measures.
3.2.13 Accounting Records. Consultant shall maintain complete and accurate records with
respect to all costs and expenses incurred under this Agreement. All such records shall be
clearly identifiable. Consultant shall allow a representative of City during normal business hours
to examine, audit, and make transcripts or copies of such records and any other documents
created pursuant to this Agreement. Consultant shall allow inspection of all work, data,
documents, proceedings, and activities related to the Agreement for a period of three (3) years
from the date of final payment under this Agreement.
3.3 Fees and Payments.
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3.3.1 Compensation. Consultant shall receive compensation, including authorized
reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit
“C” attached hereto and incorporated herein by reference. The total compensation shall not
exceed [insert written dollar amount] ($[insert numerical dollar amount]) without written
approval of the City Manager [replace ‘City Manager’ with ‘City Council’ for amounts over
$10,000]. Extra Work may be authorized, as described below, and if authorized, will be
compensated at the rates and manner set forth in this Agreement.
3.3.2 Payment of Compensation. Consultant shall submit to City a monthly itemized
statement which indicates work completed and hours of Services rendered by Consultant. The
statement shall describe the amount of Services and supplies provided since the initial
commencement date, or since the start of the subsequent billing periods, as appropriate,
through the date of the statement. City shall, within 45 days of receiving such statement,
review the statement and pay all approved charges thereon.
3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses
unless authorized in writing by City.
3.3.4 Extra Work. At any time during the term of this Agreement, City may request that
Consultant perform Extra Work. As used herein, “Extra Work” means any work which is
determined by City to be necessary for the proper completion of the Project, but which the
parties did not reasonably anticipate would be necessary at the execution of this Agreement.
Consultant shall not perform, nor be compensated for, Extra Work without written authorization
from City’s Representative.
3.3.5 Prevailing Wages. Consultant is aware of the requirements of California Labor Code
Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8,
Section 16000, et seq., (“Prevailing Wage Laws”), which require the payment of prevailing wage
rates and the performance of other requirements on “public works” and “maintenance” projects.
If the Services are being performed as part of an applicable “public works” or “maintenance”
project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or
more, Consultant agrees to fully comply with such Prevailing Wage Laws. City shall provide
Consultant with a copy of the prevailing rates of per diem wages in effect at the
commencement of this Agreement. Consultant shall make copies of the prevailing rates of per
diem wages for each craft, classification or type of worker needed to execute the Services
available to interested parties upon request, and shall post copies at the Consultant’s principal
place of business and at the project site. Consultant shall defend, indemnify and hold the City,
its elected officials, officers, employees and agents free and harmless from any claim or liability
arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.
3.4 Termination of Agreement.
3.4.1 Grounds for Termination. City may, by written notice to Consultant, terminate the
whole or any part of this Agreement at any time and without cause by giving written notice to
Consultant of such termination, and specifying the effective date thereof, at least seven (7)
days before the effective date of such termination. Upon termination, Consultant shall be
compensated only for those services which have been adequately rendered to City, and
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Consultant shall be entitled to no further compensation. Consultant may not terminate this
Agreement except for cause.
3.4.2 Effect of Termination. If this Agreement is terminated as provided herein, City may
require Consultant to provide all finished or unfinished Documents and Data and other
information of any kind prepared by Consultant in connection with the performance of Services
under this Agreement. Consultant shall be required to provide such document and other
information within fifteen (15) days of the request.
3.4.3 Additional Services. In the event this Agreement is terminated in whole or in part as
provided herein, City may procure, upon such terms and in such manner as it may determine
appropriate, services similar to those terminated.
3.5 Ownership of Materials and Confidentiality.
3.5.1 Documents & Data; Licensing of Intellectual Property. This Agreement creates a
non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and
all copyrights, designs, and other intellectual property embodied in plans, specifications,
studies, drawings, estimates, and other documents or works of authorship fixed in any tangible
medium of expression, including but not limited to, physical drawings or data magnetically or
otherwise recorded on computer diskettes, which are prepared or caused to be prepared by
Consultant under this Agreement (“Documents & Data”). All Documents & Data shall be and
remain the property of City, and shall not be used in whole or in substantial part by Consultant
on other projects without the City's express written permission. Within thirty (30) days
following the completion, suspension, abandonment or termination of this Agreement,
Consultant shall provide to City reproducible copies of all Documents & Data, in a form and
amount required by City. City reserves the right to select the method of document reproduction
and to establish where the reproduction will be accomplished. The reproduction expense shall
be borne by City at the actual cost of duplication. In the event of a dispute regarding the
amount of compensation to which the Consultant is entitled under the termination provisions of
this Agreement, Consultant shall provide all Documents & Data to City upon payment of the
undisputed amount. Consultant shall have no right to retain or fail to provide to City any such
documents pending resolution of the dispute. In addition, Consultant shall retain copies of all
Documents & Data on file for a minimum of fifteen (15) years following completion of the
Project, and shall make copies available to City upon the payment of actual reasonable
duplication costs. Before destroying the Documents & Data following this retention period,
Consultant shall make a reasonable effort to notify City and provide City with the opportunity to
obtain the documents.
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,
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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 Indemnification. 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, for any alleged infringement of any patent,
copyright, trade secret, trade name, trademark, or any other proprietary right of any person or
entity in consequence of the use on the Project by City of the Documents & Data, including any
method, process, product, or concept specified or depicted.
3.5.5 Confidentiality. All Documents & Data either created by or provided to Consultant in
connection with the performance of this Agreement shall be held confidential by Consultant. All
Documents & Data shall not, without the prior written consent of City, be used or reproduced
by Consultant for any purposes other than the performance of the Services. Consultant shall
not disclose, cause or facilitate the disclosure of the Documents & Data to any person or entity
not connected with the performance of the Services or the Project. Nothing furnished to
Consultant which is otherwise known to Consultant or is generally known, or has become
known, to the related industry shall be deemed confidential. Consultant shall not use City’s
name or insignia, photographs of the Project, or any publicity pertaining to the Services or the
Project in any magazine, trade paper, newspaper, television or radio production or other similar
medium without the prior written consent of City.
3.6 General Provisions.
3.6.1 Delivery of Notices. All notices permitted or required under this Agreement shall be
given to the respective parties at the following address, or at such other address as the
respective parties may provide in writing for this purpose:
Consultant:
[***INSERT NAME, ADDRESS & CONTACT PERSON***]
City:
City of Azusa
213 E. Foothill Blvd.
Azusa, CA 91702
Attn: [***INSERT NAME & DEPARTMENT***]
Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48)
hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at
its applicable address. Actual notice shall be deemed adequate notice on the date actual notice
occurred, regardless of the method of service.
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3.6.2 Indemnification.
3.6.2.1 Scope of Indemnity. To the fullest extent permitted by law, Consultant shall defend,
indemnify and hold the City, its directors, officials, officers, employees, volunteers and agents
free and harmless from any and all claims, demands, causes of action, costs, expenses, liability,
loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful
death, in any manner arising out of, pertaining to, or incident to any alleged acts, errors or
omissions of Consultant, its officials, officers, employees, subcontractors, consultants or agents
in connection with the performance of the Consultant’s Services, the Project or this Agreement,
including without limitation the payment of all consequential damages, expert witness fees and
attorneys fees and other related costs and expenses. Notwithstanding the foregoing, to the
extent Consultant's Services are subject to Civil Code Section 2782.8, the above indemnity shall
be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of,
pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant.
3.6.2.2 Additional Indemnity Obligations. Consultant shall defend, with legal counsel chosen by
City, at Consultant’s own cost, expense and risk, any and all claims, actions or other
proceedings of every kind covered by Section 3.6.2.1 that may be brought or instituted against
City or its directors, officials, officers, employees, volunteers and agents. Consultant shall pay
and satisfy any judgment, award or decree that may be rendered against City or its directors,
officials, officers, employees, volunteers and agents as party of any such claim, suit, action or
other proceeding. Consultant shall also reimburse City for the cost of any settlement paid by
City or its directors, officials, officers, employees, agents, or volunteers as part of any such
claim, suit, action or other proceeding. Such reimbursement shall include payment for City’s
attorneys’ fees and costs, including expert witness fees. Consultant shall reimburse City and its
directors, officials, officers, employees, agents, and/or volunteers, for any and all legal
expenses and costs incurred by each of them in connection therewith or in enforcing the
indemnity herein provided. Consultant’s obligation to indemnify shall survive expiration or
termination of this Agreement and shall not be restricted to insurance proceeds, if any, received
by the City, its directors, officials officers, employees, agents, or volunteers.
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.
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3.6.6 Successors and Assigns. This Agreement shall be binding on the successors and assigns
of the parties.
3.6.7 Assignment or Transfer. Consultant shall not assign, hypothecate, or transfer, either
directly or by operation of law, this Agreement or any interest herein without the prior written
consent of the City. Any attempt to do so shall be null and void, and any assignees,
hypothecates or transferees shall acquire no right or interest by reason of such attempted
assignment, hypothecation or transfer.
3.6.8 Construction; References; Captions. Since the Parties or their agents have participated
fully in the preparation of this Agreement, the language of this Agreement shall be construed
simply, according to its fair meaning, and not strictly for or against any Party. Any term
referencing time, days or period for performance shall be deemed calendar days and not work
days. All references to Consultant include all personnel, employees, agents, and subcontractors
of Consultant, except as otherwise specified in this Agreement. All references to City include its
elected officials, officers, employees, agents, and volunteers except as otherwise specified in
this Agreement. The captions of the various articles and paragraphs are for convenience and
ease of reference only, and do not define, limit, augment, or describe the scope, content, or
intent of this Agreement.
3.6.9 Amendment; Modification. No supplement, modification, or amendment of this
Agreement shall be binding unless executed in writing and signed by both Parties.
3.6.10 Waiver. No waiver of any default shall constitute a waiver of any other default or
breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or
service voluntarily given or performed by a Party shall give the other Party any contractual
rights by custom, estoppel, or otherwise.
3.6.11 No Third Party Beneficiaries. Except to the extent expressly provided for in Section
3.6.7, there are no intended third party beneficiaries of any right or obligation assumed by the
Parties.
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
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interest in this Agreement, or obtain any present or anticipated material benefit arising
therefrom.
3.6.14 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall
take any additional acts or sign any additional documents as may be necessary, appropriate or
convenient to attain the purposes of this Agreement.
3.6.15 Attorney’s Fees. If either party commences an action against the other party, either
legal, administrative or otherwise, arising out of or in connection with this Agreement, the
prevailing party in such litigation shall be entitled to have and recover from the losing party
reasonable attorney’s fees and all other costs of such action.
3.6.16 Authority to Enter Agreement. Consultant has all requisite power and authority to
conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants
that the individuals who have signed this Agreement have the legal power, right, and authority
to make this Agreement and bind each respective Party.
3.6.17 Counterparts. This Agreement may be signed in counterparts, each of which shall
constitute an original.
3.6.18 Entire Agreement. This Agreement contains the entire Agreement of the parties with
respect to the subject matter hereof, and supersedes all prior negotiations, understandings or
agreements. This Agreement may only be modified by a writing signed by both parties.
3.6.19 Federal Provisions. [***INCLUDE THIS SECTION ONLY IF APPLICABLE; DELETE
OTHERWISE. IF APPLICABLE, YOU MAY ALSO NEED TO INCLUDE SOME INFORMATION IN
THE RFP. CONSULT THE CITY ATTORNEY IF NECESSARY***] When funding for the Services
is provided, in whole or in part, by an agency of the federal government, Consultant shall also
fully and adequately comply with the provisions included in Exhibit “D” (Federal Requirements)
attached hereto and incorporated herein by reference (“Federal Requirements”). With respect
to any conflict between such Federal Requirements and the terms of this Agreement and/or the
provisions of state law, the more stringent requirement shall control.
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