HomeMy WebLinkAboutE-9 Staff Report - RFP for On-Call Engineering ServicesCONSENT ITEM
E-9
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
VIA: SERGIO GONZALEZ, CITY MANAGER
FROM: ROBERT DELGADILLO, P.E., DIRECTOR OF PUBLIC WORKS/CITY ENGINEER
LUCY DEMIRJIAN, PROJECT MANAGER
DATE: DECEMBER 5, 2022
SUBJECT: REQUEST FOR PROPOSALS (RFP) FOR ON-CALL ENGINEERING SERVICES FOR
FUTURE PROJECTS.
BACKGROUND:
The City of Azusa is requesting qualified firms to submit a proposal for on-call engineering services for
future projects, including routine maintenance of facilities and capital improvement projects. The City
anticipates selecting firms to provide services on an on-call basis, and that each firm may subsequently be
asked to prepare specific proposals for each project.
RECOMMENDATION:
Staff recommends that the City Council take the following action:
1. Authorize staff to circulate a Request for Proposals (RFP) for on-call engineering services.
ANALYSIS:
On June 20, 2022, the City Council approved the Capital Improvement Program (CIP) for the City and
identified several projects requiring the expertise of architectural, electrical, mechanical, and/or structural
engineers. The City desires to obtain the services of one or more outside organizations to help the City
with all aspects of facilities maintenance and CIP projects, including preliminary investigation, permitting,
design, construction management, and inspector services. As a result, the RFP would ensure that staff has
qualified consultants that could complete any future projects.
Authorization of the subject RFP and release thereof are the first steps in securing an on-call list of
qualified professionals for engineering related work.
APPROVED
CITY COUNCIL
12/5/2022
Request for Proposal (RFP) for On-Call Engineering Services
December 5, 2022
Page 2 of 2
FISCAL IMPACT:
All costs associated with the engineering consulting services will be paid by the Public Works expenditure
account or specific grant funds where applicable.
Prepared by: Reviewed by:
Lucy Demirjian Robert Delgadillo
Project Manager Director of Public Works/City Engineer
Fiscal Review by: Reviewed and Approved by:
Talika M. Johnson Sergio Gonzalez
Director of Administrative Services City Manager
Attachment:
1. Draft Request for Proposal (RFP) for On-Call Engineering Services
City of Azusa
Request for Proposals:
Engineering Services
On-Call Engineering Services for
Facility Maintenance and
Capital Improvement Projects
Proposals Due:
5:30 P.M
January 5, 2023
City of Azusa
City Clerk’s Office
213 E. Foothill Blvd
Azusa, CA 91702
Contact:
Robert Delgadillo
Director of Public Works/City Engineer
City of Azusa
213 East Foothill Boulevard
Azusa, CA 91702
(626) 812-5248
rdelgadillo@asuzaca.gov
Attachment 1
City of Azusa RFP: On-Call Engineering Services | Page 2
Table of Contents
IMPORTANT DATES
RFQ ISSUED: DECEMBER 7, 2022
REQUEST FOR CLARIFICATION DEADLINE: DECMEBER 27, 2022
PROPOSALS DUE: JANUARY 5, 2023
INTERVIEWS: JANURARY 16-19
AWARD DATE (TENTATIVE): FEBRUARY 6, 2023
I. Introduction 3
II. Geographic Area 3
III. Project Overview
IV. History
3
3
V. Scope of Services 4
VI. Consultant’s Responsibilities 5
VII. Submittal Content and Procedures 5
VIII. Evaluation and Selection Process 5
IX. Professional Services Agreement 6
X. Submission of Proposals 6
XI. General RFP Conditions 7
XII. Award of Contract 7
XIII. Appendix A: Contract Template 8
City of Azusa RFP: On-Call Engineering Services | Page 3
I. Introduction
The City of Azusa ("City") is requesting professional proposals from qualified organizations to
assist the City with on-call Architectural, Mechanical, Electrical, and Structural Engineering
services for maintenance and capital improvement projects. The City intends to issue up to three
each, three-year term contracts with option for two one-year extension, for these services, to be
used as the need arises. Services will be used for a variety of small and medium projects.
II. Geographic Area
The City of Azusa is the 11th oldest city in Los Angeles County and the fifth oldest in the San
Gabriel Valley. Incorporated in 1898, the City was built upon street systems and city blocks using
a grid pattern. The City operates under the council/administration form of government. It is a full-
service city except for its Fire Department which is contracted with Los Angeles County Fire
Department. The City covers approximately 10 square miles and boasts a diverse population of
over 50,000. The estimated median household income is over $65,900. The City is proud of its mix
of small businesses, support services, manufacturers and large institutional employers such as
Azusa Pacific University. The City is home to Azusa Pacific University (10,000 students), nearby
Citrus College (15,000 students) and 18 schools with 9,600 students in the Azusa Unified School
District. Two Metro Gold Line Light Rail Stations have been operational since early March 2016
as part of the Foothill Gold Line from Pasadena to Azusa. The stations are located in the heart of
downtown, Azusa Downtown Station, and adjacent to Azusa Pacific University and Citrus College,
APU/Citrus College Station.
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 newly designated San Gabriel Mountains National Monument and south to the beach.
III. Project Overview
The City desires to obtain the services of one or more outside organizations to help the City with
all aspects of facilities maintenance and CIP projects, including preliminary investigation,
permitting, design, construction management, and inspector services.
IV. Scope of Service
The City’s usage of the consultants’ services are on an as-needed basis so that if the demand is not
there, then the services will not be requested. For each on-call service request, the consultant and
the City will agree upon the specific scope of work and cost for that project. The City has the right
to retain other consulting firms in its sole discretion when the City believes there will be an
economic or other significant advantage for doing so. Services for each contract will be provided
on a negotiated fee basis, per work order. No minimum amount of work is guaranteed under these
agreements. Compensation will be based on time and materials with a not-to-exceed
limit agreed upon by both Consultant and City before work begins.
Listed below are the major work tasks that may be requested. Qualified firms may submit proposal
for either services or all services.
City of Azusa RFP: On-Call Engineering Services | Page 4
Details of Services
The City desires to obtain the services of one or more outside organizations to assist
with Architectural, Electrical, Mechanical, and Structural Engineering Services for maintenance
and capital improvement projects.
The scope of work includes, but is not limited to, the following:
1. Provide staff and services on an on-call, as-needed basis.
2. Provide electrical, instrumentation, and control design and/or construction management
services for repair and replacement of City infrastructure.
3. Provide in-house or subconsultants for minor civil, structural, mechanical, asbestos and
lead abatement, landscaping architecture, and LEED certification.
4. Provide the full range of engineering services including preliminary studies, public
outreach, drawings, specifications, estimates and other professional services.
5. During construction, make on-site visits; review material submittals, shop drawings and
test results; respond to RFIs; draft change orders; and review pay estimates.
6. Perform seismic and/or professional structural engineering inspections, evaluations,
engineering calculations, and reviews of specifications and construction documents.
7. Perform independent third-party structural engineering peer reviews of designs,
buildings, facilities, structures.
8. Evaluate structures and provide structural design and/or construction services for
construction, repair, and replacement of structures.
9. Provide in-house personnel or sub-consultants for structural engineering matters.
10. Provide the full range of professional structural engineering services including
conducting preliminary studies, overseeing structural testing, providing preliminary
designs, developing final PS&E.
11. Review construction bids.
12. Review and respond to Building Department plan check review comments for building
permit applications.
13. During construction, perform periodic on-site visits of work to determine status, quality,
integrity, timeliness and compliancy of performed work; review material submittals,
shop submittal drawings and test results; respond to RFIs; draft change orders; and
review pay estimates.
14. Other, similar, services related to professional structural engineering aspects of City
infrastructure projects, buildings, or facilities and programs.
Some or all of these tasks, and possibly additional tasks, will be included in the scope of work for
individual projects:
1. Electrical, lighting, instrumentation, and control renovations in buildings.
2. Field and pathway lighting in parks.
3. Maintenance, reconstruction, or new construction of:
a. Sewer and storm drain pump stations and structures;
b. City facilities, structures, and buildings; and
c. Renovations, expansions, demolitions, restorations, and retrofits.
After the City has entered into contracts with the selected firms, the City will solicit cost proposals
from the on-call firms on an as-needed basis for individual projects.
V. Consultant’s Responsibilities
At the start of the project, the Consultant will meet with City Staff and selected individuals to
discuss the approach and expectations.
City of Azusa RFP: On-Call Engineering Services | Page 5
The Consultant will meet on a regular basis with the City Manager, Director of Public Works and
other City Staff to review the progress of the work and to discuss any changes in direction or needed
details.
VI. Submittal Content
The following minimum information should be provided in each proposal and will be utilized in
evaluating each proposal submitted.
A. Description of Organization, Management and Team Members.
Provide a description of the team/consultant organization, and a work plan that identifies
the personnel to be assigned to each task. The organization description should clearly
identify who will be the project manager for this term contract, and the day to day contact
person for the job. Include resumes of key personnel and indicate which branch office they
work out of. The City expects to work with the same project manager during the entire year
of the contract, but expects that the team will be tailored to the size of each individual
project.
B. Organization Qualifications.
Provide an outline of the organization qualifications indicating relevant background
experience and capabilities for this work. Give examples of work accomplished that is
similar in size and content to the Scope of Services. If available, give examples of other
on-call services contracts. If the proposing firm is likely to be using a subconsultant for the
type of work discussed in the Scope of Services, provide information on the subconsultant
firm and personnel likely to be used.
C. References, Related Experience and Examples of Work.
Provide client references with phone numbers for relevant work. Specify the client,
location, consultant firm members and participating individuals and role on team
(principal, project director, etc.), type of work, implementation results or status, examples
of work, and other relevant information as needed. Show small sized, medium sized and
on-call service contracts, if available.
VI. Evaluation and Selection Process
All proposals submitted will be reviewed and evaluated by the Evaluation Committee composed of
the City Manager and other members of City Staff for further consideration on the basis of the
following criteria:
• Consultant’s qualifications and experience;
• Consultant’s knowledge of best practices in design and restoration of historic structures;
• Consultant’s experience in completing projects similar in size, scope and purpose;
• Consultant’s understanding of the Scope of Services;
• Consultant’s detailed work plan to complete services;
• Qualifications and experience of team members;
• Overall quality of response to RFP; and
• Consultant’s fee proposal.
During the evaluation period, the City may interview some or all of the proposing firms. The City
will establish a specific date to conduct interviews, and all 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
City of Azusa RFP: On-Call Engineering Services | Page 6
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.
VIII. Professional Services Agreement
The selected consultant will be required to enter into a Professional Services Agreement with the
City of Azusa which includes the City's standard Terms and Conditions including insurance
requirements.
IX. Submission of Proposals
One (1) unbound copy, two (2) bounded copies and one (1) electronic copy of all proposals must
be received in the City of Azusa, Public Works Department by January 5, 2023 at 5:30 p.m. It is
the responsibility of the Consultant 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 and submitted to:
City of Azusa
City Manager’s Office
213 E. Foothill Blvd
Azusa, CA 91702
All inquiries to this proposal should be submitted via mail or e-mail to:
Robert Delgadillo
Director of Public Works/City Engineer
City of Azusa
213 East Foothill Boulevard
Azusa, CA 91702
Phone: (626) 812-5248
E-mail: rdelgadillo@asuzaca.gov
Interpretations or clarifications considered necessary in response to such questions will be resolved
by the issuance of formal Addenda to the RFP sent out by January 3, 2023 at 5:30 p.m. The deadline
for all questions is December 27, 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.
Deadline to Submit Proposal January 5, 2023
Interviews January 16-19, 2023
Selection/Award of Contract February 6, 2023
City of Azusa RFP: On-Call Engineering Services | Page 7
X. General RFP Conditions
(a) The City reserves the right to accept or reject any and all proposals, or any item or part thereof,
or to waive any informalities or irregularities in proposals.
(b) The City reserves the right to withdraw or cancel this RFP at any time without prior notice and
the City makes no representations that any contract will be awarded to any Proposer(s)
responding to this RFP.
(c) The City reserves the right to postpone proposal openings for its own convenience.
(d) Proposals received by the City are public information and must be made available to any person
upon request.
(e) Submitted proposals are not to be copyrighted.
(f) The City reserves the right to seek clarification of information submitted in response to this
RFP.
(g) The City reserves the right to modify the RFP as it deems necessary.
(h) Any material misrepresentations made by the Proposer(s) will void the proposal response and
eliminate the Proposer(s) from further consideration.
(i) Pre-Contractual Expense
The City shall not, in any event, be liable for any pre-contractual expenses incurred by
Proposer(s) in the preparation of its proposal. Proposer shall not include any such expenses as
part of its proposal.
Pre-contractual expenses are defined as expenses incurred by Proposer(s) in:
i. Preparing its proposal in response to this RFP;
ii. Submitting that proposal to the City;
iii. Negotiating with the City any matter related to this proposal; or
iv. Any other expenses incurred by Proposer(s) prior to date of award, if any.
(j) All materials submitted become the property of the City.
XI. Award of Contract
The City of Azusa will receive competitive proposals from agencies having specific experience and
qualifications in the areas identified in this solicitation. Under competitive negotiation procedures,
the terms of the service contract, the price of the service, the method of service delivery, and the
conditions of performance are all negotiable. A negotiated contract will be awarded to the firm that
best meets the proposed needs at a reasonable price, not necessarily at the lowest price.
City of Azusa RFP: On-Call Engineering Services | Page 8
APPENDIX A
SAMPLE
CONTRACT
City of Azusa RFP: On-Call Engineering Services | Page 9
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
City of Azusa RFP: On-Call Engineering Services | Page 10
laws, rules and regulations.
3.1.2 Term. The term of this Agreement shall be from [INSERT START DATE] to [INSERT
ENDING DATE], unless earlier terminated as provided herein. Consultant shall complete the Services within
the term of this Agreement, and shall meet any other established schedules and deadlines. The Parties may,
by mutual written consent, extend the term of this Agreement if necessary to complete the Services.
3.2 Responsibilities of Consultant.
3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services shall
be performed by Consultant or under its supervision. Consultant will determine the means, methods and
details of performing the Services subject to the requirements of this Agreement. City retains Consultant
on an independent contractor basis and not as an employee. Consultant retains the right to perform similar
or different services for others during the term of this Agreement. Any additional personnel performing
the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at
all times be under Consultant’s exclusive direction and control. Consultant shall pay all wages, salaries,
and other amounts due such personnel in connection with their performance of Services under this
Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting
such additional personnel, including, but not limited to: social security taxes, income tax withholding,
unemployment insurance, disability insurance, and workers’ compensation insurance.
3.2.2 Schedule of Services. Consultant shall perform the Services expeditiously, within
the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit “B”
attached hereto and incorporated herein by reference. Consultant represents that it has the professional and
technical personnel required to perform the Services in 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
City of Azusa RFP: On-Call Engineering Services | Page 11
threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant at
the request of the City. The key personnel for performance of this Agreement are as follows: [INSERT
NAMES].
3.2.5 City’s Representative. The City hereby designates [INSERT NAME OR TITLE], or
his or her designee, to act as its representative for the performance of this Agreement (“City’s
Representative”). City’s Representative shall have the power to act on behalf of the City for all purposes
under this Contract. Consultant shall not accept direction or orders from any person other than the City’s
Representative or his or her designee.
3.2.6 Consultant’s Representative. Consultant hereby designates [INSERT NAME OR
TITLE], or his/her designee, to act as its representative for the performance of this Agreement (“Consultant’s
Representative”). Consultant’s Representative shall have full authority to represent and act on behalf of
the Consultant for all purposes under this Agreement. The Consultant’s Representative shall supervise and
direct the Services, using his/her best skill and attention, and shall be responsible for all means, methods,
techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services
under this Agreement.
3.2.7 Coordination of Services. Consultant agrees to work closely with City staff in the
performance of Services and shall be available to City’s staff, consultants and other staff at all reasonable
times.
3.2.8 Standard of Care; Performance of Employees. Consultant shall perform all
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. 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
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in Exhibits “A” or “B” attached hereto, or which may be separately agreed upon in writing by the City and
Consultant (“Performance Milestones”). Consultant agrees that if the Services are not completed within
the aforementioned Performance Time and/or pursuant to any such Project Milestones developed pursuant
to provisions of this Agreement, it is understood, acknowledged and agreed that the City will suffer damage.
3.2.10 Laws and Regulations; Employee/Labor Certifications. Consultant shall keep
itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any
manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and
shall give all notices required by law. Consultant shall be liable for all violations of such laws and
regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to
such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely
responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials,
directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of
this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such
laws, rules or regulations.
3.2.10.1 Employment Eligibility; Consultant. By executing this Agreement,
Consultant verifies that it fully complies with all requirements and restrictions of state and federal law
respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform
and Control Act of 1986, as may be amended from time to time. Such requirements and restrictions include,
but are not limited to, examination and retention of documentation confirming the identity and immigration
status of each employee of the Consultant. Consultant also verifies that it has not committed a violation of
any such law within the five (5) years immediately preceding the date of execution of this Agreement, and
shall not violate any such law at any time during the term of the Agreement. Consultant shall avoid any
violation of any such law during the term of this Agreement by participating in an electronic verification of
work authorization program operated by the United States Department of Homeland Security, by
participating in an equivalent federal work authorization program operated by the United States Department
of Homeland Security to verify information of newly hired employees, or by some other legally acceptable
method. Consultant shall maintain records of each such verification, and shall make them available to the
City or its representatives for inspection and copy at any time during normal business hours. The City shall
not be responsible for any costs or expenses related to Consultant’s compliance with the requirements
provided for in Section 3.2.10 or any of its sub-sections.
3.2.10.2 Employment Eligibility; Subcontractors, Consultants, Sub-subcontractors
and Subconsultants. To the same extent and under the same conditions as Consultant, Consultant shall
require all of its subcontractors, consultants, sub-subcontractors and subconsultants performing any work
relating to the Project or this Agreement to make the same verifications and comply with all requirements
and restrictions provided for in Section 3.2.10.1.
3.2.10.3 Employment Eligibility; Failure to Comply. Each person executing this
Agreement on behalf of Consultant verifies that they are a duly authorized officer of Consultant, and
understands that any of the following shall be grounds for the City to terminate the Agreement for cause:
(1) failure of Consultant or its subcontractors, consultants, sub-subcontractors or subconsultants to meet
any of the requirements provided for in Sections 3.2.10.1 or 3.2.10.2; (2) any misrepresentation or material
omission concerning compliance with such requirements (including in those verifications provided to the
Consultant under Section 3.2.10.2); or (3) failure to immediately remove from the Project any person found
not to be in compliance with such requirements.
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3.2.10.4 Labor Certification. By its signature hereunder, Consultant certifies that
it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to
be insured against liability for Workers’ Compensation or to undertake self-insurance in accordance with
the provisions of that Code, and agrees to comply with such provisions before commencing the performance
of the Services.
3.2.10.5 Equal Opportunity Employment. Consultant represents that it is an equal
opportunity employer and it shall not discriminate against any subconsultant, employee or applicant for
employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-
discrimination shall include, but not be limited to, all activities related to initial employment, upgrading,
demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also
comply with all relevant provisions of City’s Minority Business Enterprise program, Affirmative Action
Plan or other related programs or guidelines currently in effect or hereinafter enacted.
3.2.10.6 Air Quality. To the extent applicable, Consultant must fully comply with
all applicable laws, rules and regulations in furnishing or using equipment and/or providing services,
including, but not limited to, emissions limits and permitting requirements imposed by the South Coast Air
Quality Management District (SCAQMD) and/or California Air Resources Board (CARB). Although the
SCAQMD and CARB limits and requirements are more broad, Consultant shall specifically be aware of
their application to "portable equipment", which definition is considered by SCAQMD and CARB to
include any item of equipment with a fuel-powered engine. Consultant shall indemnify City against any
fines or penalties imposed by SCAQMD, CARB, or any other governmental or regulatory agency for
violations of applicable laws, rules and/or regulations by Consultant, its subconsultants, or others for whom
Consultant is responsible under its indemnity obligations provided for in this Agreement.
3.2.10.7 Water Quality.
(A) Management and Compliance. To the extent applicable,
Consultant’s Services must account for, and fully comply with, all local, state and federal laws, rules and
regulations that may impact water quality compliance, including, without limitation, all applicable
provisions of the Federal Water Pollution Control Act (33 U.S.C. §§ 1300); the California Porter-Cologne
Water Quality Control Act (Cal Water Code §§ 13000-14950); laws, rules and regulations of the
Environmental Protection Agency, the State Water Resources Control Board and the Santa Ana Regional
Water Quality Control Board; the City’s ordinances regulating discharges of storm water; and any and all
regulations, policies, or permits issued pursuant to any such authority regulating the discharge of pollutants,
as that term is used in the Porter-Cologne Water Quality Control Act, to any ground or surface water in the
State.
(B) Liability for Non-compliance. Failure to comply with the laws,
regulations and policies described in this Section is a violation of law that may subject Consultant or City
to penalties, fines, or additional regulatory requirements. Consultant shall defend, indemnify and hold the
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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.
City of Azusa RFP: On-Call Engineering Services | Page 15
(B) Minimum Limits of Insurance. Consultant shall maintain limits
no less than: (1) General Liability: [CONTACT RISK MANAGEMENT TO CONFIRM AMOUNT; TYPICAL
MINIMUM IS $1 MILLION, BUT AMOUNT OF INSURANCE REQUIRED DEPENDS ON NATURE OF CONTRACT AND
RISK TO CITY]$1,000,000 per occurrence for bodily injury, personal injury and property damage. If
Commercial General Liability Insurance or other form with general aggregate limit is used including, but
not limited to, form CG 2503, either the general aggregate limit shall apply separately to this
Agreement/location or the general aggregate limit shall be twice the required occurrence limit; (2)
Automobile Liability: [CONTACT RISK MANAGEMENT TO CONFIRM AMOUNT; TYPICAL MINIMUM IS $1
MILLION, BUT AMOUNT OF INSURANCE REQUIRED DEPENDS ON NATURE OF CONTRACT AND RISK TO
CITY]$1,000,000 per accident for bodily injury and property damage; and (3) Workers’ Compensation and
Employer’s Liability: Workers’ Compensation limits as required by the Labor Code of the State of
California. Employer’s Liability limits of [CONTACT RISK MANAGEMENT TO CONFIRM AMOUNT; TYPICAL
MINIMUM IS $1 MILLION, BUT AMOUNT OF INSURANCE REQUIRED DEPENDS ON NATURE OF CONTRACT AND
RISK TO CITY]$1,000,000 per accident for bodily injury or disease. Defense costs shall be paid in addition
to the limits.
(C) Notices; Cancellation or Reduction of Coverage. At least fifteen
(15) days prior to the expiration of any such policy, evidence showing that such insurance coverage has
been renewed or extended shall be filed with the City. If such coverage is cancelled or materially reduced,
Consultant shall, within ten (10) days after receipt of written notice of such cancellation or reduction of
coverage, file with the City evidence of insurance showing that the required insurance has been reinstated
or has been provided through another insurance company or companies. In the event any policy of
insurance required under this Agreement does not comply with these specifications or is canceled and not
replaced, the City has the right but not the duty to obtain the insurance it deems necessary and any premium
paid by the City will be promptly reimbursed by Consultant or the City may withhold amounts sufficient
to pay premium from Consultant payments. In the alternative, the City may suspend or terminate this
Agreement.
3.2.11.3 Professional Liability. [INCLUDE THIS SUBSECTION ONLY IF
APPLICABLE - DELETE OTHERWISE] Consultant shall procure and maintain, and require its sub-
consultants to procure and maintain, for a period of five (5) years following completion of the Project,
errors and omissions liability insurance appropriate to their profession. Such insurance shall be in an
amount not less than [CONTACT RISK MANAGEMENT TO CONFIRM AMOUNT; TYPICAL MINIMUM IS $1
MILLION, BUT AMOUNT OF INSURANCE REQUIRED DEPENDS ON NATURE OF CONTRACT AND RISK TO
CITY]$1,000,000 per claim, and shall be endorsed to include contractual liability. Defense costs shall be
paid in addition to limits.
3.2.11.4 Insurance Endorsements. The insurance policies shall contain the
following provisions, or Consultant shall provide endorsements on forms supplied or approved by the City
to add the following provisions to the insurance policies:
(A) General Liability. The general liability policy shall include or be
endorsed (amended) to state that: (1) using ISO CG forms 20 10 and 20 37, or endorsements providing the
exact same coverage, the City of Azusa, its directors, officials, officers, employees, agents and volunteers
City of Azusa RFP: On-Call Engineering Services | Page 16
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).
(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
City of Azusa RFP: On-Call Engineering Services | Page 17
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
City of Azusa RFP: On-Call Engineering Services | Page 18
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.
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.
City of Azusa RFP: On-Call Engineering Services | Page 19
3.3.5 Prevailing Wages. Consultant is aware of the requirements of California Labor
Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section
16000, et seq., (“Prevailing Wage Laws”), which require the payment of prevailing wage rates and the
performance of other requirements on “public works” and “maintenance” projects. If the Services are being
performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing
Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such
Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages
in effect at the commencement of this Agreement. Consultant shall make copies of the prevailing rates of
per diem wages for each craft, classification or type of worker needed to execute the Services available to
interested parties upon request, and shall post copies at the Consultant’s principal place of business and at
the project site. Consultant shall defend, indemnify and hold the City, its elected officials, officers,
employees and agents free and harmless from any claim or liability arising out of any failure or alleged
failure to comply with the Prevailing Wage Laws.
3.4 Termination of Agreement.
3.4.1 Grounds for Termination. City may, by written notice to Consultant, terminate the
whole or any part of this Agreement at any time and without cause by giving written notice to Consultant
of such termination, and specifying the effective date thereof, at least seven (7) days before the effective
date of such termination. Upon termination, Consultant shall be compensated only for those services which
have been adequately rendered to City, and Consultant shall be entitled to no further compensation.
Consultant may not terminate this Agreement except for cause.
3.4.2 Effect of Termination. If this Agreement is terminated as provided herein, City
may require Consultant to provide all finished or unfinished Documents and Data and other information of
any kind prepared by 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,
City of Azusa RFP: On-Call Engineering Services | Page 20
including but not limited to, physical drawings or data magnetically or otherwise recorded on computer
diskettes, which are prepared or caused to be prepared by Consultant under this Agreement (“Documents
& Data”). All Documents & Data shall be and remain the property of City, and shall not be used in whole
or in substantial part by Consultant on other projects without the City's express written permission. Within
thirty (30) days following the completion, suspension, abandonment or termination of this Agreement,
Consultant shall provide to City reproducible copies of all Documents & Data, in a form and amount
required by City. City reserves the right to select the method of document reproduction and to establish
where the reproduction will be accomplished. The reproduction expense shall be borne by City at the actual
cost of duplication. In the event of a dispute regarding the amount of compensation to which the Consultant
is entitled under the termination provisions of this Agreement, Consultant shall provide all Documents &
Data to City upon payment of the undisputed amount. Consultant shall have no right to retain or fail to
provide to City any such documents pending resolution of the dispute. In addition, Consultant shall retain
copies of all Documents & Data on file for a minimum of fifteen (15) years following completion of the
Project, and shall make copies available to City upon the payment of actual reasonable duplication costs.
Before destroying the Documents & Data following this retention period, Consultant shall make a
reasonable effort to notify City and provide City with the opportunity to obtain the documents.
3.5.2 Subcontractors. Consultant shall require all subcontractors to agree in writing that
City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares
under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any
and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents
& Data which were prepared by design professionals other than Consultant or its subcontractors, or those
provided to Consultant by the City.
3.5.3 Right to Use. City shall not be limited in any way in its use or reuse of the
Documents and Data or any part of them at any time for purposes of this Project or another project, provided
that any such use not within the purposes intended by this Agreement or on a project other than this Project
without employing the services of Consultant shall be at City’s sole risk. If City uses or reuses the
Documents & Data on any project other than this Project, it shall remove the Consultant’s seal from the
Documents & Data and indemnify and hold harmless Consultant and its officers, directors, agents and
employees from claims arising out of the negligent use or re-use of the Documents & Data on such other
project. Consultant shall be responsible and liable for its Documents & Data, pursuant to the terms of this
Agreement, only with respect to the condition of the Documents & Data at the time they are provided to
the City upon completion, suspension, abandonment or termination. Consultant shall not be responsible or
liable for any revisions to the Documents & Data made by any party other than Consultant, a party for
whom the Consultant is legally responsible or liable, or anyone approved by the Consultant.
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.
City of Azusa RFP: On-Call Engineering Services | Page 21
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.
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,
City of Azusa RFP: On-Call Engineering Services | Page 22
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.
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.
City of Azusa RFP: On-Call Engineering Services | Page 23
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 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
City of Azusa RFP: On-Call Engineering Services | Page 24
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.
[SIGNATURES ON NEXT PAGE]
City of Azusa RFP: On-Call Engineering Services | Page 25
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: