HomeMy WebLinkAboutE-5 Staff Report - 2024 RFP Legal ServicesCONSENT ITEM
E-5
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
VIA: SERGIO GONZALEZ, CITY MANAGER
FROM: ROCKY WENRICK, CHIEF OF POLICE
DATE: APRIL 1, 2024
SUBJECT: AUTHORIZATION TO RELEASE REQUEST FOR PROPOSALS FOR
SPECIALIZED LEGAL SERVICES FOR THE AZUSA POLICE DEPARTMENT
BACKGROUND:
To ensure the Azusa Police Department is appropriately supported in matters related to use of force,
personnel/labor law and other specialized legal matters, it is requesting authorization to release a request
for proposals. The services would be provided on an “on call” basis, could be a request for advice on a
specific matter, review of a document, or more complex assistance related to California Government
Code Section 3300 and internal affairs matters and the ability to coordinate independent administrative
investigations.
RECOMMENDATION:
Staff recommends the City Council take the following action:
1)Approve the release of the proposed Request for Proposals (RFP) for specialized legal services.
ANALYSIS:
Discipline for law enforcement officers in California is governed by a complex set of rules and laws
established over a long period of time. The main set of rules is outlined in California Government Code
Section 3300, also referred to as the Peace Officers Procedural Bill of Rights (POBOR). Memorandum
of Understandings between the City and employee bargaining units also contain agreed to stipulations
that can affect the discipline process. To this end, it is imperative that law enforcement agencies obtain
legal services of highly specialized attorneys to provide sound legal advice regarding disciplinary
matters involving sworn personnel and conduct thorough independent administrative investigations.
The administrative investigations oftentimes involve sensitive matters, including but not limited to,
officer-involved shootings, use of force, false arrest, and criminal misconduct. Furthermore,
administrative investigations must be completed within a period of time (also known as the statute of
limitations) as mandated by the California Government Code.
Approved
City Council
April 1, 2024
REQUEST FOR PROPOSALS FOR SPECIALIZED LEGAL SERVICES
April 1, 2024
Page 2
Assuming multiple submittals are received, a selection committee consisting of representatives from the
City’s Police Department, City Manager’s Office and other City departments will be formed to evaluate
the proposals according to criteria described in the RFP.
Upon City Council authorization, the selected applicant(s) will enter into a Professional Services
Agreement with the City.
FISCAL IMPACT:
There is no fiscal impact associated with the proposed action since legal services is already an annual
budgeted item in the Police Department budget. Once proposals are received and reviewed by staff,
agreements above the City Manager’s signing authority ($50,000) will be presented to the City Council
for approval consideration.
Prepared by: Reviewed and Approved:
Rocky Wenrick Sergio Gonzalez
Chief of Police City Manager
Attachment:
1) Request for Proposals – Request for Specialized Legal Services for the Police Department
City of Azusa Request for Proposals:
Use of Force, Personnel, Labor &
Employment Legal Services and Internal
Affairs Investigations
Questions Due: April 16, 2024 at 5:00 PM
Proposals Due: May 2, 2024 at 5:00 PM
Contact:
Captain Robert Landeros
Azusa Police Department
City of Azusa
213 East Foothill Boulevard
Azusa, CA 91702
Attachment 1
Table of Contents
I. Introduction 3
II. Background 3
III. Scope of Services 3
IV. Submittal Content and Procedures 5
V. Evaluation and Selection Process 5
VI. Professional Services Agreement 6
VII. Submission of Proposals 6
VIII. RFQ Timeline 7
IX. General RFQ Conditions 7
X. Award of Contract
XI. Insurance
XII. Consultant’s Responsibilities
8
8
Appendix A: Professional Services Agreement
8
I. Introduction
The City of Azusa (“City”) is requesting qualified professional consultants (“Consultants”) to
submit a written proposal to provide use of force, personnel, labor and employment legal services
for the Police Department. This Request for Qualifications (RFQ) is expected to result in a contract
for Professional Services, with a cost not to exceed the amount listed in the separate Cost Proposal.
Inability to agree to a proposed not to exceed amount may result in the City accepting the next most
qualified submission. The selected consultant shall perform the Scope of Work delineated in this
RFQ. The consultant is encouraged to suggest additions or modifications to the scope that will
enhance or clarify the services to be provided and any such suggestions should be incorporated into
the RFQ submission.
II. Background
Azusa is located in the San Gabriel Valley in the eastern portion of Los Angeles County, 24 miles
east of downtown Los Angeles at the base of the San Gabriel Mountains. Incorporated in 1898,
the City’s population is approaching 50,000 residents and covers approximately ten square miles.
Azusa has been recognized for its family-friendly environment and policies, promoting wellness
and work/life balance. Housing costs are reasonable by Southern California standards and the
estimated median income is over $56,000. The “home town,” ambience, locally sponsored special
events, attractive parks, distinguished schools (including the prestigious Azusa Pacific University),
interracial harmony, and friendly citizenry all add to the luster of Azusa.
The City is a general law city operating under a Council/City Manager form of government. There
are four elected at-large Council Members and one elected Mayor. The Mayor Pro-Tem is elected
by the Council annually.
The Department currently has an authorized strength of 68 sworn 30 civilian employees. The
Department has a total of four recognized bargaining units, three for sworn personnel and one for
the civilian workforce.
III. Scope of Services
Services
The services sought include specialized legal advice in use of force, personnel and labor law
matters. The services would be provided on an “on call,” basis, could be a request for advice on
a specific problem, review of a document (including administrative reviews of officer-involved
shooting and use of force incidents), or more complex assistance related to California
Government Code Section 3300 and internal affairs matters and the ability to coordinate
independent administrative investigations. Associate Counsel should demonstrate expertise in the
following Service Areas:
A. Ongoing Personnel and Labor Advice Service Area. Associate Counsel may be
asked to respond to questions from the Chief of Police, Police Captains and
Lieutenants with respect to personnel matters that arise on a regular basis. These
could include disciplinary matters, including Skelly procedures and hearings;
employment law, including suspension and termination procedures.
B. California Government Code Section 3300. Also known as the Police Officers
Bill of Rights (POBOR). Associate Counsel is expected to have a strong working
knowledge of POBOR and related matters.
C. Use of Force Service Area. Associate Counsel is expected to have a strong working
knowledge of the California State laws related to the use of force (including deadly)
by law enforcement and will conduct administrative reviews of use of force and
officer-involved shooting investigations.
D. Conduct Independent Investigations. The firm will be called upon periodically to
coordinate independent administrative investigations into allegations of misconduct
(both internally and externally), violations of Department policy, or other matters
that tend to bring discredit to the organization.
IV. Submittal Content and Procedures
The following minimum information should be provided in each proposal and will be utilized in
evaluating each proposal submitted. To expedite the evaluation of proposals, submittals should be
no more than thirty (30) pages in length.
i. Cover Letter
The cover letter should indicate the full name and address of the law firm that will perform
the services described in the RFQ. The firm should include the name and contact
information for the individual making the proposal as well as the firm’s qualifications.
ii. Consultant’s Prior Experience and Qualifications
Provide examples of the last three (3) completed projects demonstrating the consultant’s
current experience working with municipalities or other public agencies similar in size,
scope and purpose.
iii. References
Provide three (3) client references applicable to the scope of services. Include contact
names, telephone numbers and e-mail addresses.
iv. Organizational Chart
Identify all team members and their titles and responsibilities that each will perform.
v. Team Member Resumes
Provide a resume for all team members.
vi. Management Overview and Approach
Explain the proposed methodology that will be used and clearly demonstrate understanding
of the objectives the project is intended to complete. The Consultant should provide a
detailed work plan indicating how each task under the Scope of Services will be
accomplished.
vii. Fee Proposal
As part of the cost and price proposal, the Proposer(s) shall submit proposed pricing to
provide the services for each work task proposed in response to the Scope of Work.
viii. Validity of Proposal
A proposal shall be valid for acceptance for a period of at least 90 days from the closing
date indicated in the solicitation, unless otherwise stated.
V. Evaluation and Selection Process
All proposals submitted will be reviewed and evaluated by the Evaluation Committee composed of
City Staff for further consideration on the basis of the following criteria:
• Consultant’s qualifications and experience;
• Consultant’s knowledge of best practices in municipalities;
• Consultant’s experience in completing projects similar in size, scope and purpose;
• Consultant’s understanding of the Scope of Services;
• Consultant’s detailed work plan to complete services;
• Qualifications and experience of team members;
• Overall quality of response to RFQ; 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
consideration. The interview will likely consist of a short presentation by the Proposer(s) after
which the Proposal Evaluation Committee will ask questions related to the firm’s proposal and
qualifications. At the conclusion of the evaluation process, the Proposal Evaluation Committee may
recommend to the City Council, a Proposer(s) with the highest final ranking or a short list of top
ranked firms within the competitive range whose proposal(s) is most advantageous to the City. The
City Council will review the Proposal Evaluation Committee’s recommendation and make the final
selection.
VI. Professional Services Agreement
The selected consultant will be required to enter into a Professional Services Agreement with the
City of Azusa which includes the City's standard Terms and Conditions including insurance
requirements (Exhibit D).
VII. Submission of Proposals and Inquiries
All proposals must be received through PlanetBids by Thursday May 2, 2024 at 5:00 p.m. Proposals will
only be accepted electronically and late proposals will not be accepted.
All inquiries to this proposal shall be submitted via the City’s online PlanetBids. The deadline for all
questions is Tuesday, April 16, 2024 at 5:00 p.m.
Questions received after this date and time will not be answered. Only questions that have been resolved in
writing will be binding. Oral and other interpretations or clarifications will be without legal or contractual
effect.
Interpretations or clarifications considered necessary in response to such questions will be resolved by the
issuance of formal Addenda to the RFP posted to the City’s PlanetBids portal. To reach the Cities
PlanetBids portal please visit the following link:
https://pbsystem.planetbids.com/portal/47476/portal-home
VIII. RFP Timeline
RFQ Release Date April 2, 2024
Deadline to Submit Questions April 16, 2024
Answers to Questions Published April 22, 2024
Deadline to Submit Proposal May 2, 2024
Evaluation Panel Screens Proposals May 3-6, 2024
Award of Contract Tentatively May 20, 2024
Start of Work June 1, 2024
IX. General RFP Conditions
(a) The City reserves the right to accept or reject any and all proposals, or any item or part thereof,
or to waive any informalities or irregularities in proposals.
(b) The City reserves the right to withdraw or cancel this RFQ 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 RFQ.
(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 RFQ 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 RFQ;
ii. Submitting that proposal to the City;
iii. Negotiating with the City any matter related to this proposal; or
iv. Any other expenses incurred by Proposer(s) prior to date of award, if any.
(j) All materials submitted become the property of the City.
X. Award of Contract
The City of Azusa will receive competitive proposals from firms having specific experience and
qualifications in the areas identified in this solicitation. Under competitive negotiation procedures,
the terms of the service contract, the price of the service, the method of service delivery, and the
conditions of performance are all negotiable. A negotiated contract will be awarded to the firm that
best meets the proposed needs at a reasonable price, not necessarily at the lowest price.
XIII. Insurance
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 (Attachment A).
XIV. Consultant’s Responsibilities
Following selection and execution of a Professional Services Agreement, the Consultant will meet
with City Staff, the City’s (Owner’s) Representative, selected individuals and/or firms to discuss
approach and expectations. The Consultant will meet on a regular basis with Robert Landeros,
Police Captain, to review the progress of the work and to discuss any changes in direction or needed
details. Upon request from City Staff, the Consultant will be required to submit a brief report on
the current progress made within a specific project or task.
APPENDIX A
CITY OF AZUSA
PROFESSIONAL SERVICES AGREEMENT
1. PARTIES AND DATE.
This Agreement is made and entered into this ____ day of ________________, 20___ by and
between the City of Azusa, a municipal corporation organized under the laws of the State of California
with its principal place of business at 213 East Foothill Boulevard, Azusa, California 91702 (“City”) and
[INSERT NAME OF COMPANY], a [INSERT TYPE OF BUSINESS: CORPORATION; LIMITED LIABILITY COMPANY; ETC.] with its
principal place of business at [INSERT ADDRESS] (“Consultant”). City and Consultant are sometimes
individually referred to herein as “Party” and collectively as “Parties.”
2. RECITALS.
2.1 Consultant.
Consultant desires to perform and assume responsibility for the provision of certain professional
services required by the City on the terms and conditions set forth in this Agreement. Consultant
represents that it is experienced in providing [INSERT TYPE OF SERVICES] services to public clients, is licensed
in the State of California, and is familiar with the plans of City.
2.2 Project.
City desires to engage Consultant to render such services for the [INSERT NAME OF PROJECT] project
(“Project”) as set forth in this Agreement.
3. TERMS.
3.1 Scope of Services and Term.
3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City
all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and
adequately supply the professional [INSERT TYPE OF SERVICES] consulting services necessary for the Project
(“Services”). The Services are more particularly described in Exhibit “A” attached hereto and incorporated
herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement,
the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and
federal laws, rules and regulations.
3.1.2 Term. The term of this Agreement shall be from [INSERT START DATE] to [INSERT
ENDING DATE], unless earlier terminated as provided herein. Consultant shall complete the Services within
the term of this Agreement, and shall meet any other established schedules and deadlines. The Parties
may, by mutual written consent, extend the term of this Agreement if necessary to complete the Services.
3.2 Responsibilities of Consultant.
3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services
shall be performed by Consultant or under its supervision. Consultant will determine the means, methods
and details of performing the Services subject to the requirements of this Agreement. City retains
Consultant on an independent contractor basis and not as an employee. Consultant retains the right to
perform similar or different services for others during the term of this Agreement. Any additional
personnel performing the Services under this Agreement on behalf of Consultant shall also not be
employees of City and shall at all times be under Consultant’s exclusive direction and control. Consultant
shall pay all wages, salaries, and other amounts due such personnel in connection with their performance
of Services under this Agreement and as required by law. Consultant shall be responsible for all reports
and obligations respecting such additional personnel, including, but not limited to: social security taxes,
income tax withholding, unemployment insurance, disability insurance, and workers’ compensation
insurance.
3.2.2 Schedule of Services. Consultant shall perform the Services expeditiously, within
the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit “B”
attached hereto and incorporated herein by reference. Consultant represents that it has the professional
and technical personnel required to perform the Services in conformance with such conditions. In order
to facilitate Consultant’s conformance with the Schedule, City shall respond to Consultant’s submittals in
a timely manner. Upon request of City, Consultant shall provide a more detailed schedule of anticipated
performance to meet the Schedule of Services.
3.2.3 Conformance to Applicable Requirements. All work prepared by Consultant shall
be subject to the approval of City.
3.2.4 Substitution of Key Personnel. Consultant has represented to City that certain
key personnel will perform and coordinate the Services under this Agreement. Should one or more of
such personnel become unavailable, Consultant may substitute other personnel of at least equal
competence upon written approval of City. In the event that City and Consultant cannot agree as to the
substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed
below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or
who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely
completion of the Project or a threat to the safety of persons or property, shall be promptly removed from
the Project by the Consultant at the request of the City. The key personnel for performance of this
Agreement are as follows: [INSERT NAMES].
3.2.5 City’s Representative. The City hereby designates [INSERT NAME OR TITLE], or his or
her designee, to act as its representative for the performance of this Agreement (“City’s Representative”).
City’s Representative shall have the power to act on behalf of the City for all purposes under this Contract.
Consultant shall not accept direction or orders from any person other than the City’s Representative or
his or her designee.
3.2.6 Consultant’s Representative. Consultant hereby designates [INSERT NAME OR
TITLE], or his/her designee, to act as its representative for the performance of this Agreement
(“Consultant’s Representative”). Consultant’s Representative shall have full authority to represent and
act on behalf of the Consultant for all purposes under this Agreement. The 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 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.
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 City, its directors, officials, officers, employees, volunteers and agents free and harmless, pursuant to
the indemnification provisions of this Agreement, from and against any and all fines, penalties, claims or
other regulatory requirements imposed as a result of Consultant’s non-compliance with the laws,
regulations and policies described in this Section, unless such non-compliance is the result of the sole
established negligence, willful misconduct or active negligence of the City, its officials, officers, agents,
employees or authorized volunteers.
(C) Training. In addition to any other standard of care requirements
set forth in this Agreement, Consultant warrants that all employees and subcontractors shall have
sufficient skill and experience to perform the Services assigned to them without impacting water quality
in violation of the laws, regulations and policies described in this Section. Consultant further warrants that
it, its employees and subcontractors will receive adequate training, as determined by City, regarding the
requirements of the laws, regulations and policies described in this Section as they may relate to the
Services provided under this Agreement. Upon request, City will provide Consultant with a list of training
programs that meet the requirements of this paragraph.
3.2.11 Insurance.
3.2.11.1 Time for Compliance. Consultant shall not commence Services
under this Agreement until it has provided evidence satisfactory to the City that it has secured all
insurance required under this section. In addition, Consultant shall not allow any subcontractor to
commence work on any subcontract until it has provided evidence satisfactory to the City that the
subcontractor has secured all insurance required under this section.
3.2.11.2 Minimum Requirements. Consultant shall, at its expense,
procure and maintain for the duration of the Agreement insurance against claims for injuries to persons
or damages to property which may arise from or in connection with the performance of the Agreement
by the Consultant, its agents, representatives, employees or subcontractors. Consultant shall also require
all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement.
Such insurance shall meet at least the following minimum levels of coverage:
(A) Minimum Scope of Insurance. Coverage shall be at least as broad
as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General
Liability coverage (occurrence form CG 0001); (2) Automobile Liability: Insurance Services Office Business
Auto Coverage form number CA 0001, code 1 (any auto); and (3) Workers’ Compensation and Employer’s
Liability: Workers’ Compensation insurance as required by the State of California and Employer’s Liability
Insurance. The policy shall not contain any exclusion contrary to the Agreement, including but not limited
to endorsements or provisions limiting coverage for (1) contractual liability (including but not limited to
ISO CG 24 26 or 21 29); or (2) cross liability for claims or suits by one insured against another.
(B) Minimum Limits of Insurance. Consultant shall maintain 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; (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; and (4) Cyber Liability Insurance: [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 occurance or claim, $1,000,000 aggregate.
(C) Notices; Cancellation or Reduction of Coverage. At least fifteen
(15) days prior to the expiration of any such policy, evidence showing that such insurance coverage has
been renewed or extended shall be filed with the City. If such coverage is cancelled or materially reduced,
Consultant shall, within ten (10) days after receipt of written notice of such cancellation or reduction of
coverage, file with the City evidence of insurance showing that the required insurance has been reinstated
or has been provided through another insurance company or companies. In the event any policy of
insurance required under this Agreement does not comply with these specifications or is canceled and
not replaced, the City has the right but not the duty to obtain the insurance it deems necessary and any
premium paid by the City will be promptly reimbursed by Consultant or the City may withhold amounts
sufficient to pay premium from Consultant payments. In the alternative, the City may suspend or
terminate this Agreement.
3.2.11.3 Professional Liability. [INCLUDE THIS SUBSECTION ONLY IF
APPLICABLE - DELETE OTHERWISE] Consultant shall procure and maintain, and require its sub-consultants
to procure and maintain, for a period of five (5) years following completion of the Project, errors and
omissions liability insurance appropriate to their profession. Such insurance shall be in an amount not
less than [CONTACT RISK MANAGEMENT TO CONFIRM AMOUNT; TYPICAL MINIMUM IS $1 MILLION, BUT AMOUNT OF
INSURANCE REQUIRED DEPENDS ON NATURE OF CONTRACT AND RISK TO CITY]$1,000,000 per claim, and shall be
endorsed to include contractual liability. Defense costs shall be paid in addition to limits.
3.2.11.4 Insurance Endorsements. The insurance policies shall contain
the following provisions, or Consultant shall provide endorsements on forms supplied or approved by the
City to add the following provisions to the insurance policies:
(A) General Liability. The general liability policy shall include or be
endorsed (amended) to state that: (1) using ISO CG forms 20 10 and 20 37, or endorsements providing
the exact same coverage, the City of Azusa, its directors, officials, officers, employees, agents and
volunteers shall be covered as additional insured with respect to the Services or ongoing and complete
operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished
in connection with such work; and (2) using ISO form 20 01, or endorsements providing the exact same
coverage, the insurance coverage shall be primary insurance as respects the City, its directors, officials,
officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage
excess of the Consultant’s scheduled underlying coverage. Any excess insurance shall contain a provision
that such coverage shall also apply on a primary and noncontributory basis for the benefit of the City,
before the City’s own primary insurance or self-insurance shall be called upon to protect it as a named
insured. Any insurance or self-insurance maintained by the City, its directors, officials, officers,
employees, agents and volunteers shall be excess of the Consultant’s insurance and shall not be called
upon to contribute with it in any way. Notwithstanding the minimum limits set forth in Section
3.2.11.2(B), any available insurance proceeds in excess of the specified minimum limits of coverage shall
be available to the parties required to be named as additional insureds pursuant to this Section
3.2.11.4(A).
(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) Cyber Liability Insurance. [INCLUDE THIS SUBSECTION ONLY IF
APPLICABLE - DELETE OTHERWISE] Coverage shall be sufficiently broad to respond to the duties and
obligations as is undertaken by Vendor/Contractor/Operator in this agreement and shall include, but not
be limited to, claims involving infringement of intellectual property, including but not limited to
infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft,
damage to or destruction of electronic information, release of private information, alteration of electronic
information, extortion and network security. The policy shall provide coverage for breach response costs
as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to
respond to these obligations.
(E) All Coverages. Each insurance policy required by this Agreement
shall be endorsed to state that: (A) coverage shall not be suspended, voided, reduced or canceled except
after thirty (30) days (10 days for nonpayment of premium) prior written notice by certified mail, return
receipt requested, has been given to the City; and (B) any failure to comply with reporting or other
provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City,
its directors, officials, officers, employees, agents and volunteers. Any failure to comply with reporting or
other provisions of the policies including breaches of warranties shall not affect coverage provided to the
City, its officials, officers, employees, agents and volunteers, or any other additional insureds.
3.2.11.5 Separation of Insureds; No Special Limitations; Waiver of
Subrogation. All insurance required by this Section shall contain standard separation of insureds
provisions. In addition, such insurance shall not contain any special limitations on the scope of protection
afforded to the City, its directors, officials, officers, employees, agents and volunteers. All policies shall
waive any right of subrogation of the insurer against the City, its officials, officers, employees, agents, and
volunteers, or any other additional insureds, or shall specifically allow Consultant or others providing
insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss.
Consultant hereby waives its own right of recovery against City, its officials, officers, employees, agents,
and volunteers, or any other additional insureds, and shall require similar written express waivers and
insurance clauses from each of its subconsultants.
3.2.11.6 Deductibles and Self-Insurance Retentions. Any deductibles or
self-insured retentions must be declared to and approved by the City. Consultant shall guarantee that, at
the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured
retentions as respects the City, its directors, officials, officers, employees, agents and volunteers; or (2)
the Consultant shall procure a bond guaranteeing payment of losses and related investigation costs,
claims and administrative and defense expenses.
3.2.11.7 Subconsultant Insurance Requirements. Consultant shall not
allow any subconsultants to commence work on any subcontract relating to the work under the
Agreement until they have provided evidence satisfactory to the City that they have secured all insurance
required under this Section. If requested by Consultant, the City may approve different scopes or
minimum limits of insurance for particular subconsultants. The Consultant and the City shall be named
as additional insureds on all subconsultants’ policies of Commercial General Liability using ISO form 20 38,
or coverage at least as broad.
3.2.11.8 Acceptability of Insurers. Insurance is to be placed with insurers
with a current A.M. Best’s rating no less than A:VIII, licensed to do business in California, and satisfactory
to the City.
3.2.11.9 Verification of Coverage. Consultant shall furnish City with
original certificates of insurance and endorsements effecting coverage required by this Agreement on
forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed
by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by
the City if requested. All certificates and endorsements must be received and approved by the City before
work commences. The City reserves the right to require complete, certified copies of all required
insurance policies, at any time.
3.2.11.9 Reporting of Claims. Consultant shall report to the City, in
addition to Consultant’s insurer, any and all insurance claims submitted by Consultant in connection with
the Services under this Agreement.
3.2.12 Safety. Consultant shall execute and maintain its work so as to avoid injury or
damage to any person or property. In carrying out its Services, the Consultant shall at all times be in
compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all
necessary precautions for the safety of employees appropriate to the nature of the work and the
conditions under which the work is to be performed. Safety precautions as applicable shall include, but
shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B)
instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds,
fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring,
equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required
to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of
all safety measures.
3.2.13 Accounting Records. Consultant shall maintain complete and accurate records
with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly
identifiable. Consultant shall allow a representative of City during normal business hours to examine,
audit, and make transcripts or copies of such records and any other documents created pursuant to this
Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities
related to the Agreement for a period of three (3) years from the date of final payment under this
Agreement.
3.3 Fees and Payments.
3.3.1 Compensation. Consultant shall receive compensation, including authorized
reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit “C”
attached hereto and incorporated herein by reference. The total compensation shall not exceed [INSERT
WRITTEN DOLLAR AMOUNT] ($[INSERT NUMERICAL DOLLAR AMOUNT]) without written approval of the City Manager
[REPLACE ‘CITY MANAGER’ WITH ‘CITY COUNCIL’ FOR AMOUNTS OVER $10,000]. Extra Work may be authorized, as
described below, and if authorized, will be compensated at the rates and manner set forth in this
Agreement.
3.3.2 Payment of Compensation. Consultant shall submit to City a monthly itemized
statement which indicates work completed and hours of Services rendered by Consultant. The statement
shall describe the amount of Services and supplies provided since the initial commencement date, or since
the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall,
within 45 days of receiving such statement, review the statement and pay all approved charges thereon.
3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any
expenses unless authorized in writing by City.
3.3.4 Extra Work. At any time during the term of this Agreement, City may request that
Consultant perform Extra Work. As used herein, “Extra Work” means any work which is determined by
City to be necessary for the proper completion of the Project, but which the parties did not reasonably
anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, nor be
compensated for, Extra Work without written authorization from City’s Representative.
3.3.5 Prevailing Wages. Consultant is aware of the requirements of California Labor
Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section
16000, et seq., (“Prevailing Wage Laws”), which require the payment of prevailing wage rates and the
performance of other requirements on “public works” and “maintenance” projects. If the Services are
being performed as part of an applicable “public works” or “maintenance” project, as defined by the
Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply
with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates of per
diem wages in effect at the commencement of this Agreement. Consultant shall make copies of the
prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the
Services available to interested parties upon request, and shall post copies at the Consultant’s principal
place of business and at the project site. Consultant shall defend, indemnify and hold the City, its elected
officials, officers, employees and agents free and harmless from any claim or liability arising out of any
failure or alleged failure to comply with the Prevailing Wage Laws.
3.4 Termination of Agreement.
3.4.1 Grounds for Termination. City may, by written notice to Consultant, terminate
the whole or any part of this Agreement at any time and without cause by giving written notice to
Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before
the effective date of such termination. Upon termination, Consultant shall be compensated only for those
services which have been adequately rendered to City, and Consultant shall be entitled to no further
compensation. Consultant may not terminate this Agreement except for cause.
3.4.2 Effect of Termination. If this Agreement is terminated as provided herein, City
may require Consultant to provide all finished or unfinished Documents and Data and other information
of any kind prepared by Consultant in connection with the performance of Services under this Agreement.
Consultant shall be required to provide such document and other information within fifteen (15) days of
the request.
3.4.3 Additional Services. In the event this Agreement is terminated in whole or in part
as provided herein, City may procure, upon such terms and in such manner as it may determine
appropriate, services similar to those terminated.
3.5 Ownership of Materials and Confidentiality.
3.5.1 Documents & Data; Licensing of Intellectual Property. This Agreement creates a
non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all
copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings,
estimates, and other documents or works of authorship fixed in any tangible medium of expression,
including but not limited to, physical drawings or data magnetically or otherwise recorded on computer
diskettes, which are prepared or caused to be prepared by Consultant under this Agreement (“Documents
& Data”). All Documents & Data shall be and remain the property of City, and shall not be used in whole
or in substantial part by Consultant on other projects without the City's express written permission.
Within thirty (30) days following the completion, suspension, abandonment or termination of this
Agreement, Consultant shall provide to City reproducible copies of all Documents & Data, in a form and
amount required by City. City reserves the right to select the method of document reproduction and to
establish where the reproduction will be accomplished. The reproduction expense shall be borne by City
at the actual cost of duplication. In the event of a dispute regarding the amount of compensation to which
the Consultant is entitled under the termination provisions of this Agreement, Consultant shall provide all
Documents & Data to City upon payment of the undisputed amount. Consultant shall have no right to
retain or fail to provide to City any such documents pending resolution of the dispute. In addition,
Consultant shall retain copies of all Documents & Data on file for a minimum of fifteen (15) years following
completion of the Project, and shall make copies available to City upon the payment of actual reasonable
duplication costs. Before destroying the Documents & Data following this retention period, Consultant
shall make a reasonable effort to notify City and provide City with the opportunity to obtain the
documents.
3.5.2 Subcontractors. Consultant shall require all subcontractors to agree in writing
that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor
prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right
to license any and all Documents & Data. Consultant makes no such representation and warranty in
regard to Documents & Data which were prepared by design professionals other than Consultant or its
subcontractors, or those provided to Consultant by the City.
3.5.3 Right to Use. City shall not be limited in any way in its use or reuse of the
Documents and Data or any part of them at any time for purposes of this Project or another project,
provided that any such use not within the purposes intended by this Agreement or on a project other than
this Project without employing the services of Consultant shall be at City’s sole risk. If City uses or reuses
the Documents & Data on any project other than this Project, it shall remove the Consultant’s seal from
the Documents & Data and indemnify and hold harmless Consultant and its officers, directors, agents and
employees from claims arising out of the negligent use or re-use of the Documents & Data on such other
project. Consultant shall be responsible and liable for its Documents & Data, pursuant to the terms of this
Agreement, only with respect to the condition of the Documents & Data at the time they are provided to
the City upon completion, suspension, abandonment or termination. Consultant shall not be responsible
or liable for any revisions to the Documents & Data made by any party other than Consultant, a party for
whom the Consultant is legally responsible or liable, or anyone approved by the Consultant.
3.5.4 Confidentiality. All Documents & Data either created by or provided to
Consultant in connection with the performance of this Agreement shall be held confidential by Consultant.
All Documents & Data shall not, without the prior written consent of City, be used or reproduced by
Consultant for any purposes other than the performance of the Services. Consultant shall not disclose,
cause or facilitate the disclosure of the Documents & Data to any person or entity not connected with the
performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to
Consultant or is generally known, or has become known, to the related industry shall be deemed
confidential. Consultant shall not use City’s name or insignia, photographs of the Project, or any publicity
pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio
production or other similar medium without the prior written consent of City.
3.6 General Provisions.
3.6.1 Delivery of Notices. All notices permitted or required under this Agreement shall
be given to the respective parties at the following address, or at such other address as the respective
parties may provide in writing for this purpose:
Consultant:
[***INSERT NAME, ADDRESS & CONTACT PERSON***]
City:
City of Azusa
213 E. Foothill Blvd.
Azusa, CA 91702
Attn: [***INSERT NAME & DEPARTMENT***]
Such notice shall be deemed made when personally delivered or when mailed, forty-eight
(48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its
applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred,
regardless of the method of service.
3.6.2 Indemnification.
3.6.2.1 Scope of Indemnity. To the fullest extent permitted by law, CONSULTANT
shall indemnify and hold harmless AGENCY and any and all of its officials, employees and agents
(“Indemnified Parties”) from and against any and all losses, liabilities, damages, costs and expenses,
including legal counsel’s fees and costs, caused in whole or in part by the negligent or wrongful act, error
or omission of CONSULTANT, its officers, agents, employees or subconsultants (or any agency or individual
that CONSULTANT shall bear the legal liability thereof) in the performance of services under this
AGREEMENT. CONSULTANT’s duty to indemnify and hold harmless AGENCY shall not extend to the
AGENCY’s sole or active negligence.
3.6.2.2 Duty to Defend. In the event the AGENCY, its officers, employees, agents
and/or volunteers are made a party to any action, lawsuit, or other adversarial proceeding arising from
the performance of the services encompassed by this AGREEMENT, and upon demand by AGENCY,
CONSULTANT shall defend the AGENCY at CONSULTANT’s cost or at AGENCY’s option, to reimburse
AGENCY for its costs of defense, including reasonable attorney’s fees and costs incurred in the defense of
such matters to the extent the matters arise from, relate to or are caused by CONSULTANT’s negligent
acts, errors or omissions. Payment by AGENCY is not a condition precedent to enforcement of this
indemnity. In the event of any dispute between CONSULTANT and AGENCY, as to whether liability arises
from the sole or active negligence of the AGENCY or its officers, employees, or agents, CONSULTANT will
be obligated to pay for AGENCY’s defense until such time as a final judgment has been entered
adjudicating the AGENCY as solely or actively negligent. CONSULTANT will not be entitled in the absence
of such a determination to any reimbursement of defense costs including but not limited to attorney’s
fees, expert fees and costs of litigation.
3.6.3 Governing Law; Government Code Claim Compliance. This Agreement shall be
governed by the laws of the State of California. Venue shall be in Los Angeles County. In addition to any
and all contract requirements pertaining to notices of and requests for compensation or payment for extra
work, disputed work, claims and/or changed conditions, Consultant must comply with the claim
procedures set forth in Government Code sections 900 et seq. prior to filing any lawsuit against the City.
Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall
be limited to those matters that remain unresolved after all procedures pertaining to extra work, disputed
work, claims, and/or changed conditions have been followed by Consultant. If no such Government Code
claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified
herein, Consultant shall be barred from bringing and maintaining a valid lawsuit against the City.
3.6.4 Time of Essence. Time is of the essence for each and every provision of this
Agreement.
3.6.5 City’s Right to Employ Other Consultants. City reserves right to employ other
consultants in connection with this Project.
3.6.6 Successors and Assigns. This Agreement shall be binding on the successors and
assigns of the parties.
3.6.7 Assignment or Transfer. Consultant shall not assign, hypothecate, or transfer,
either directly or by operation of law, this Agreement or any interest herein without the prior written
consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or
transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or
transfer.
3.6.8 Construction; References; Captions. Since the Parties or their agents have
participated fully in the preparation of this Agreement, the language of this Agreement shall be construed
simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time,
days or period for performance shall be deemed calendar days and not work days. All references to
Consultant include all personnel, employees, agents, and subcontractors of Consultant, except as
otherwise specified in this Agreement. All references to City include its elected officials, officers,
employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the
various articles and paragraphs are for convenience and ease of reference only, and do not define, limit,
augment, or describe the scope, content, or intent of this Agreement.
3.6.9 Amendment; Modification. No supplement, modification, or amendment of this
Agreement shall be binding unless executed in writing and signed by both Parties.
3.6.10 Waiver. No waiver of any default shall constitute a waiver of any other default or
breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service
voluntarily given or performed by a Party shall give the other Party any contractual rights by custom,
estoppel, or otherwise.
3.6.11 No Third Party Beneficiaries. Except to the extent expressly provided for in
Section 3.6.7, there are no intended third party beneficiaries of any right or obligation assumed by the
Parties.
3.6.12 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal,
or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue
in full force and effect.
3.6.13 Prohibited Interests. Consultant maintains and warrants that it has not employed
nor retained any company or person, other than a bona fide employee working solely for Consultant, to
solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay
any company or person, other than a bona fide employee working solely for Consultant, any fee,
commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the
award or making of this Agreement. Consultant further agrees to file, or shall cause its employees or
subconsultants to file, a Statement of Economic Interest with the City’s Filing Officer as required under
state law in the performance of the Services. For breach or violation of this warranty, City shall have the
right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or
employee of City, during the term of his or her service with City, shall have any direct interest in this
Agreement, or obtain any present or anticipated material benefit arising therefrom.
3.6.14 Cooperation; Further Acts. The Parties shall fully cooperate with one another,
and shall take any additional acts or sign any additional documents as may be necessary, appropriate or
convenient to attain the purposes of this Agreement.
3.6.15 Attorney’s Fees. If either party commences an action against the other party,
either legal, administrative or otherwise, arising out of or in connection with this Agreement, the
prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable
attorney’s fees and all other costs of such action.
3.6.16 Authority to Enter Agreement. Consultant has all requisite power and authority
to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the
individuals who have signed this Agreement have the legal power, right, and authority to make this
Agreement and bind each respective Party.
3.6.17 Counterparts. This Agreement may be signed in counterparts, each of which shall
constitute an original.
3.6.18 Entire Agreement. This Agreement contains the entire Agreement of the parties
with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or
agreements. This Agreement may only be modified by a writing signed by both parties.
3.6.19 Federal Provisions. [***INCLUDE THIS SECTION ONLY IF APPLICABLE; DELETE
OTHERWISE. IF APPLICABLE, YOU MAY ALSO NEED TO INCLUDE SOME INFORMATION IN THE RFP.
CONSULT THE CITY ATTORNEY IF NECESSARY***] When funding for the Services is provided, in whole or
in part, by an agency of the federal government, Consultant shall also fully and adequately comply with
the provisions included in Exhibit “D” (Federal Requirements) attached hereto and incorporated herein
by reference (“Federal Requirements”). With respect to any conflict between such Federal Requirements
and the terms of this Agreement and/or the provisions of state law, the more stringent requirement shall
control.
[SIGNATURES ON NEXT PAGE]
CITY OF AZUSA [INSERT NAME OF CONSULTANT]
By: By:
City Manager [Up to $10,000]
OR Mayor [OVER $10,000]
Name:
Attest:
Title:
City Clerk
[If Corporation, TWO SIGNATURES, President OR
Vice President AND Secretary, AND CORPORATE
SEAL OF CONTRACTOR REQUIRED]
Approved as to Form:
Best Best & Krieger LLP By:
Name:
City Attorney
Title:
EXHIBIT “A”
SCOPE OF SERVICES
[INSERT SCOPE]
EXHIBIT “B”
SCHEDULE OF SERVICES
[INSERT SCHEDULE]
EXHIBIT “C”
COMPENSATION
[INSERT RATES & AUTHORIZED REIMBURSABLE EXPENSES]
[***INCLUDE THIS EXHIBIT (AND CORRESPONDING AGREEMENT PROVISION) ONLY IF APPLICABLE;
DELETE OTHERWISE. IF APPLICABLE, YOU MAY ALSO NEED TO INCLUDE SOME INFORMATION IN THE
RFP. CONSULT THE CITY ATTORNEY IF NECESSARY***]
EXHIBIT “D”
FEDERAL REQUIREMENTS
[***INSERT ALL FORMS, PROVISIONS AND OTHER REQUIREMENTS
OF THE FEDERAL FUNDING SOURCE***]