HomeMy WebLinkAboutE-6 Staff Report - On-Call Professional Services RFQCONSENT ITEM
E-6
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
DATE: OCTOBER 16, 2023
SUBJECT: AUTHORIZATION TO SOLICIT A REQUEST FOR QUALIFICATIONS (RFQ) FOR
ON-CALL PROFESSIONAL ENGINEERING SERVICES
BACKGROUND:
The Public Works Department is responsible for administering a Capital Improvement Program with an
average annual budget of $5 Million. Due to staffing constraints, staff relies on consultants to assist with
the design, inspection, and project management of several projects. This allows staff to dedicate their
time with day-to-day tasks and other traditional engineering duties, such as operational studies,
development reviews, standard updates, plan checks, and development inspection services. In 2019, the
City entered into professional services agreements for on-call professional engineering services with
four engineering firms. The terms of each agreement will expire in January of 2024. The recommended
action will authorize staff to solicit a new Request for Qualifications for on-call professional engineering
services.
RECOMMENDATION:
Staff recommends the City Council take the following action:
1)Authorize staff to solicit a Request for Qualifications for on-call professional engineering
services.
ANALYSIS:
In 2019, the City entered into professional service agreements for on-call professional engineering
services with four engineering firms. The three firms include:
•Willdan Engineering
•TKE Engineering
•KOA
•NV5
Approved
City Council
October 16, 2023
AUTHORIZATION TO SOLICIT RFQ FOR ON-CALL PROFESSIONAL ENGINEERING SERVICES
October 16, 2023
Page 2
The terms of each agreement will expire in January of 2024. Staff is seeking authorization to solicit a
new Request for Qualifications from qualified engineering firms to continue providing on-call
engineering services. The use of on-call services allows staff to utilize consultants who are experts in the
tasks assigned and who can dedicate their personnel to deliver the desired services in an effective and
efficient manner. This will also free up staff to dedicate their time on the day-to-day operations of the
department and provide more personal services to meet Council and community needs.
FISCAL IMPACT:
There is no fiscal impact associated with the recommended action.
Prepared By: Reviewed and Approved:
Miguel Cabanas, P.E. Robert Delgadillo, P.E.
Principal Civil Engineer Director of Public Works/City Engineer
Reviewed and Approved by:
Sergio Gonzalez
City Manager
Attachment:
1) Request for Qualifications
REQUEST FOR QUALIFICATIONS (RFQ)
TO PROVIDE
ON-CALL PROFESSIONAL ENGINEERING SERVICES
TO THE
CITY OF AZUSA, CALIFORNIA
IMPORTANT DATES
RFQ ISSUED: OCTOBER 17, 2023
REQUEST FOR CLARIFICATION DEADLINE: NOVEMBER 7, 2023
QUALIFICATIONS DUE: NOVEMBER 14, 2023
AWARD DATE (TENTATIVE): NOVEMBER 20, 2023
Attachment 1
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CITY OF AZUSA
PUBLIC WORKS DEPARTMENT
213 E Foothill Boulevard, Azusa, CA 91702
(626) 812-5254
REQUEST FOR QUALIFICATIONS
FOR ON-CALL PROFESSIONAL ENGINEERING SERVICES
1. INTRODUCTION
This Request for Qualifications (RFQ) is intended to select multiple qualified consultants to
provide on-call professional engineering services to the Public Works Department of the City of
Azusa. The on-call contract will be for a minimum period of three (3) years with options to
extend the contract for two (2) additional one-year periods. This document outlines the
requirements and minimum qualifications, selection process and documentation necessary to
submit a statement of qualifications in response to this solicitation.
The City of Azusa (City) requires services of firms to provide engineering, project management,
construction management, and inspection services for a variety of infrastructure and capital
improvement projects and city programs/services. The project types include, but are not limited
to, the items listed below and include oversight of all work typically required for the successful
delivery of the various types of projects.
a) Street Improvements / Resurfacing / Streetscape
b) Traffic Signal, Signing, and Striping Improvements
c) Sewer Improvements
d) Storm Drain Improvements
e) Public Works Maintenance Projects
The successful consultants may be awarded a contract to provide as-needed services with
specific details to be contained in individual Task Orders. Task Orders may be issued by the
City’s Director of Public Works/City Engineer based on qualifications of proposed staff and an
evaluation of the Scope of Fee Proposal prepared for each specific Task Order and will depend
on the availability of funds. The City reserves the right to request a scope of work and fee
proposal for each individual Task Order, at its sole discretion. Task Orders may be for a specific
project or may be for general staff augmentation for any period of time at the City’s sole
discretion.
The City does not guarantee the award of any specific quantity of Task Orders or a total contract
amount to the selected consultant.
2. GENERAL TERMS AND CONDITIONS
Accompanying this RFP is Appendix A, which contains a copy of the standard City contract the
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selected consultant will be required to sign for this project. Each prospective consultant is
expected to review the general terms and conditions and acknowledge their acceptance of
Appendix A in the Proposal Cover letter.
3. SCOPE OF SERVICES
All services performed by the consultant or any sub-consultant shall be provided in a manner
consistent with the level of care and skill exercised by members of the consultant's or the
respective sub-consultant's profession. Such services shall be performed under the direct
supervision of qualified and experienced personnel. The specific types of services to be provided
may include, but are not limited to, the services described herein.
The consultants will be responsible for working with appropriate technical staff, consultants and
other City Departments in overseeing, coordinating, administrating, and managing public works
Capital Improvement Projects under the direction of the Director of Public Works/City Engineer
or designee. The consultant shall provide necessary services to assist technical staff on capital
improvement projects in various phases of design and construction.
Duties may consist of compiling, administering, and monitoring public works contracts and
projects; administering project budgets; coordinating and mailing RFP’s, addendums and
documents for bidding; performing vendor solicitations; organizing pre-bid conferences;
evaluating bids, performing reference checks and preparing recommendations for contract
award; organizing and participating in meetings including preparation and distribution of
minutes; coordinating and scheduling required inspections, surveys and geotechnical tests;
monitoring and updating project schedules; obtaining necessary permits; tracking project
progress ensuring compliance with project standards and specifications including California
Construction law in labor compliance and DBE requirements; processing, transmitting and
tracking plan checks, RFI’s, submittal reviews, progress payments, change orders, punch lists,
warranty issues and contractor claims; coordinating project website development; researching
and preparing final reports to support billings to County, State & Federal agencies to support a
variety of funding obligations; maintaining detailed project files and preparing project status
reports; reviewing and processing consultant, contractor, and vendor invoices for payment;
processing journal entries; and reviewing project expenditures. The consultant will also assist
in the development of procedures, policies, record keeping and duties as required related to
overall administration of Capital Improvement Projects.
On an as-needed basis, the services to be provided by the consultant may include, but are not
limited to the following on-call services:
a) General municipal engineering.
b) Attend City Council meetings.
c) Attend staff and community meetings.
d) Analyze City’s needs and prepare short and long-term CIP recommendations.
e) Review and comment on planning programs and land development controls.
f) Recommend regulations or ordinances pertaining to engineering matters and provide
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advice regarding public works activities.
g) Coordinate with other agencies, the public and utility companies on engineering matters.
h) Advise the City as to funding availabilities and, when directed, initiate and prepare
funding applications.
i) Assist in the preparation and revision of the City’s project budgets.
j) Administer state and federal funds.
k) Perform additional functions, including, but not limited to, the preparation of general
correspondence and staff reports.
l) Provide additional engineering support services, as requested. These support services
may include but are not limited to: CAD drafting, design support, preparation of exhibits,
research for technical specifications, office engineering and engineering support during
construction.
m) Review plans, specifications, and estimates for planned construction projects prior to
advertisement to identify constructability issues and ensure the project as designed is
within appropriated project budget.
n) Perform construction management services including, but not limited to: conduct
preconstruction conferences, coordinate and review submittals, conduct weekly
construction meetings, analyze construction issues and make recommendations, monitor
construction schedule, monitor project funding, review change orders for contractual and
technical merit, inspect projects and prepare daily inspection reports, perform public
relations tasks, review and enforce environmental requirements, review and approve
contractor payment requests and labor compliance documentation, collect and review
“as-built” drawings, prepare punch-list and conduct final walkthroughs, and perform
project completion reports and project closeouts.
4. CONTENT OF THE PROPOSAL
At a minimum, include the following items in the proposal:
a) Cover Letter: Provide an executive summary emphasizing the strong points of the
project team, qualifications and experience. The cover letter shall be signed by a person
with the official authority to bind the firm. The cover letter shall include the name,
address, telephone number, title, and signature of the firm’s contact person for this
proposal.
b) Firm Overview and Qualifications: Introduce your firm and provide a general
description of your firm’s qualifications and experience, with emphasis on previous
projects/services which are similar to those listed herein. Include an organizational chart,
staffing plan, and resumes for all parties that may provide services during the term of this
agreement. List three (3) projects your firm has managed and three (3) contracts for
general municipal engineering which demonstrates your firm’s ability to perform this
work.
The firm must present evidence of relevant contracts with other Southern California local
agencies within the past three (3) years where similar services have been performed and
individual candidates have managed Capital Improvement Program projects.
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c) Staff Qualifications: Provide resumes for all staff that may provide services during the
contract period. Include name and license/certification number(s), if applicable, of the
person(s) proposed to be in charge of projects and/or services.
Project Manager Minimum Qualifications
Project Manager(s) shall be a licensed professional engineer in the State of California
with a minimum of 10 years of relevant experience in roadway design, traffic signal
design, drainage and grading design, and the preparation of plans and specifications for
public works projects for local Los Angeles County agencies based on the Standard
Specifications for Public Works Construction (Greenbook). The individual proposed
must have a clear understanding of project scheduling, including critical path
methodology relating to interagency and interdepartmental coordination. Evidence of this
experience must be clearly outlined in the consultant’s proposal and the resume(s) for
proposed staff. Experience with Caltrans project delivery methods and standards is highly
desirable.
d) Approach and Methodology: Provide the approach and methodology to the successful
management services to be provided.
e) References: Provide contact information for current and previous municipal clients.
f) Insurance: Provide a copy of firm’s current insurance certificate.
g) Fee Schedule: Provide a Rate Sheet showing the fully loaded billing rates for all staff
classifications proposed to provide services to the City.
5. CONSULTANT SELECTION
The Public Works Department will evaluate all proposals based on, but not limited to, the
following criteria and will be assigned a score with a maximum of 100 points:
a) Completeness: Completeness of proposal. (20 points)
b) Experience: Consultant’s demonstrated understanding of the Scope of Services and
experience in providing services of a similar nature. (40 points)
c) Technical Competence: The amount of resources and the individual qualifications of
staff proposed to perform the required services. (40 points)
The City reserves the right to require an oral overview of any and all respondents prior to the
final scoring and selection. In the event an oral interview is required, the respondents will be
provided with a minimum advanced notice of one (1) week.
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6. RIGHT TO REJECT ALL PROPOSALS
The City reserves the right to reject any and/or all proposals submitted. No guarantee is made
hereby that any contract will be awarded pursuant to this RFQ, or otherwise. All costs incurred in
the preparation of the proposals, in the submission of additional information, and/or in any other
aspect of a proposal prior to the award of a written contract will be borne by the respondent(s).
7. PROPOSAL SUBMITTAL
An original and three (3) copies of the proposal shall be presented in a sealed envelope/package
bearing the name, address, and telephone number of the individual or entity submitting the
proposal and shall be addressed as follows:
Robert Delgadillo, P.E.
Director of Public Works/City Engineer
213 E Foothill Boulevard
Azusa, CA 91702
The proposal shall be delivered to the above address on or before 5:00 PM on November 14,
2023.
8. STAFF CONTACT
For inquiries, please email bids@azusaca.gov or call (626) 812-5264.
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APPENDIX A
SAMPLE CONTRACT
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[[Model - Remove this Title When Used]]
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 organization organized under the laws of the State of
California with its principal place of business at 213 East Foothill Boulevard, Azusa, California
91702-1295 ("City") and [___INSERT NAME___], a [___[INSERT TYPE OF ENTITY -
CORPORATION, PARTNERSHIP, SOLE PROPRIETORSHIP OR OTHER LEGAL
ENTITY]___] with its principal place of business at [___INSERT ADDRESS___]
("Consultant"). City and Consultant are sometimes individually referred to 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
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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.
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
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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 or 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 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 Laws and Regulations. 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,
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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 Insurance.
3.2.10.1 Time for Compliance. Consultant shall not commence Work 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.
3.2.10.2 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.
(B) Minimum Limits of Insurance. Consultant shall maintain limits no less than: (1) General
Liability: $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,
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: $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 $1,000,000 per accident for bodily injury or
disease.
3.2.10.3 Professional Liability. [INCLUDE 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 $1,000,000 [INCREASE IF NECESSARY - OTHERWISE LEAVE AS
IS AND DELETE THIS NOTE] per claim, and shall be endorsed to include contractual
liability.
3.2.10.4 Insurance Endorsements. The insurance policies shall contain the following
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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 be endorsed to state that: (1) the
City, its directors, officials, officers, employees, agents and volunteers shall be covered as
additional insured with respect to the Work or operations performed by or on behalf of the
Consultant, including materials, parts or equipment furnished in connection with such work; 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.
(B) Automobile Liability. The automobile liability policy shall be endorsed 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.
(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 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.
3.2.10.5 Separation of Insureds; No Special Limitations. 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.
3.2.10.6 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
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investigation costs, claims and administrative and defense expenses.
3.2.10.7 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.
3.2.10.8 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 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.
3.3 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 City's
_________________. 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.
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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 1600, 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 Accounting Records.
3.4.1 Maintenance and Inspection. 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.
3.5 General Provisions.
3.5.1 Termination of Agreement.
3.5.1.1 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.
3.5.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may
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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.
3.5.1.3 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.
3.5.2 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 East Foothill Blvd.
Azusa, CA 91702-1295
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.
3.5.3 Ownership of Materials and Confidentiality.
3.5.3.1 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”). Consultant shall require all subcontractors to
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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 provided to Consultant by the City. City shall not be
limited in any way in its use of the Documents and Data at any time, provided that any such use
not within the purposes intended by this Agreement shall be at City’s sole risk.
3.5.3.2 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings,
descriptions, computer program data, input record data, written information, and other
Documents and Data either created by or provided to Consultant in connection with the
performance of this Agreement shall be held confidential by Consultant. Such materials shall
not, without the prior written consent of City, be used by Consultant for any purposes other than
the performance of the Services. Nor shall such materials be disclosed 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.
3.5.4 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.
3.5.5 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.
3.5.6 Indemnification. Consultant shall defend, indemnify and hold the City, its 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, in law or equity, to property or
persons, including wrongful death, in any manner arising out of or incident to any alleged acts,
omissions or willful misconduct of Consultant, its officials, officers, employees, agents,
consultants and contractors arising out of or in connection with the performance of the Services,
the Project or this Agreement, including without limitation the payment of all consequential
damages and attorneys fees and other related costs and expenses. Consultant shall defend, at
Consultant’s own cost, expense and risk, any and all such aforesaid suits, actions or other legal
proceedings of every kind that may be brought or instituted against City, its directors, officials,
officers, employees, agents or volunteers. Consultant shall pay and satisfy any judgment, award
or decree that may be rendered against City or its directors, officials, officers, employees, agents
or volunteers, in any such suit, action or other legal proceeding. 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 not be restricted to
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insurance proceeds, if any, received by the City, its directors, officials officers, employees,
agents or volunteers. [***IF FOR DESIGN PROFESSIONAL SERVICES (ARCHITECT,
LANDSCAPE ARCHITECT, ENGINEER OR LAND SURVEYOR), USE THE
FOLLOWING ALTERNATIVE LANGUAGE AND DELETE THE ABOVE
LANGUAGE. To the fullest extent permitted by law, Contractor shall defend, indemnify and
hold the City, its 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,
in law or equity, to property or persons, including wrongful death, in any manner arising out of,
pertaining to, or relating to any negligence, errors or omissions, recklessness, or willful
misconduct of Contractor, its officials, officers, employees, agents, consultants, and contractors
arising out of or in connection with the performance of the Contractor’s Services, including
without limitation the payment of all consequential damages, expert witness fees, and attorneys
fees and other related costs and expenses. Contractor shall defend, at Contractor’s own cost,
expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every
kind that may be brought or instituted against City, its directors, officials, officers, employees,
agents, or volunteers. Contractor shall pay and satisfy any judgment, award or decree that may
be rendered against City or its directors, officials, officers, employees, agents, or volunteers, in
any such suit, action or other legal proceeding. Contractor 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.
Contractor’s obligation to indemnify shall not be restricted to insurance proceeds, if any,
received by the City, its directors, officials officers, employees, agents, or volunteers.***]
3.5.7 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.
3.5.8 Governing Law. This Agreement shall be governed by the laws of the State of
California. Venue shall be in Los Angeles County.
3.5.9 Time of Essence. Time is of the essence for each and every provision of this Agreement.
3.5.10 City's Right to Employ Other Consultants. City reserves right to employ other
consultants in connection with this Project.
3.5.11 Successors and Assigns. This Agreement shall be binding on the successors and assigns
of the parties.
3.5.12 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.
3.5.13 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
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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.
3.5.14 Amendment; Modification. No supplement, modification, or amendment of this
Agreement shall be binding unless executed in writing and signed by both Parties.
3.5.15 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.
3.5.16 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right
or obligation assumed by the Parties.
3.5.17 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.
3.5.18 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. 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.
3.5.19 Equal Opportunity Employment. Consultant represents that it is an equal opportunity
employer and it shall not discriminate against any subcontractor, 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.
3.5.20 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
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insured against liability for Worker's 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.
3.5.21 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.
3.5.22 Counterparts. This Agreement may be signed in counterparts, each of which shall
constitute an original.
3.6 Subcontracting.
3.6.1 Prior Approval Required. Consultant shall not subcontract any portion of the work
required by this Agreement, except as expressly stated herein, without prior written approval of
City. Subcontracts, if any, shall contain a provision making them subject to all provisions
stipulated in this Agreement.
[SIGNATURES ON FOLLOWING PAGE]
CITY OF AZUSA [INSERT NAME OF CONSULTANT]
By: By: ______________________________
City Manager [Name] [Title]
Attest:
______________________________
Jeffrey Lawrence Cornejo Jr.
City Clerk
Approved as to Form:
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______________________________
Best Best & Krieger LLP
City Attorney
Exhibit "A"
Scope of Services
[INSERT SCOPE]
Exhibit "B"
Schedule of Services
[INSERT SCHEDULE]
Exhibit "C"
Compensation
[INSERT RATES & AUTHORIZED REIMBURSABLE EXPENSES]