HomeMy WebLinkAboutE-11 Staff Report - RFP General Plan UpdateCONSENT ITEM
E-11
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
VIA: SERGIO GONZALEZ, CITY MANAGER
FROM: JOSE D. JIMENEZ, DIRECTOR OF ECONOMIC & COMMUNITY
DEVELOPMENT
DATE: JUNE 3, 2024
SUBJECT: AUTHORIZATION TO ISSUE A REQUEST FOR PROPOSALS TO SOLICIT
BIDS TO ALLOW FOR THE COMPREHENSIVE UPDATE TO THE CITY OF
AZUSA GENERAL PLAN
BACKGROUND:
Last updated in 2004, the City of Azusa General Plan, known as the “Gateway to the American
Dream” put a strong emphasis on developing a vision and policies that aimed to improve: Nature,
Neighborhoods, Commerce, Mobility, Families, Learning, History, and Participation. Fast
approaching its 20-year anniversary, the existing General Plan requires a comprehensive update in
order to address ever-changing legislation, among other needed enhancements.
Therefore, Staff is requesting authorization to circulate a new Request for Proposals (RFP) seeking
experienced consultant(s) that could assist the Planning Division with the comprehensive update
to the General Plan.
RECOMMENDATION:
Staff recommends that the City Council take the following action:
1)Authorize Staff to solicit a Request for Proposals to allow for the comprehensive update to
the City of Azusa’s General Plan, along with all necessary associated documents.
ANALYSIS:
The City of Azusa (“City”) is undertaking the necessary efforts to update its General Plan and is
requesting authorization to seek a qualified consulting team that may assist with the comprehensive
Approved
City Council
June 3, 2024
Request for Proposals – General Plan Update
June 3, 2024
Page 2
update to the City’s General Plan. The current General Plan was previously approved over 20
years ago. With the exception of the Housing Element, the effort will include comprehensively
updating the City’s existing General Plan elements and adding new relevant topics to put the Plan
at the forefront of best planning practices and comply with legislative mandates.
The selected consultant will take primary responsibility for the project, working closely with City
staff and the project team to prepare a comprehensive and updated General Plan, Environmental
Impact Report, background and technical documents, and all deliverables as indicated in the
attached RFP. Scope of Services include conducting innovative public outreach as part of the
planning process. Staff will send the RFP to qualified consultants, post online, as well as consider
other methods in order to ensure the RFP can get to as many qualified firms as possible. The scope
of the project and performance requirements are described in the Scope of Services section of the
RFP (Attachment 1).
Assuming multiple submittals are received by the City, a Selection Committee will be formed to
evaluate the proposals according to the criteria described in the RFP. Once selected, staff will
return to Council with a request to award the Bid, along with request to enter into a Professional
Services Agreement with the City.
ENVIRONMENTAL CLEARANCE:
The action item is not defined as a project under CEQA (Section 15378 of the State CEQA
Guidelines), because neither the request for proposals nor the maintenance services will cause
either a direct physical change in the environment or a reasonably foreseeable indirect physical
change in the environment, and involves continuing administrative or maintenance activities
(Section 15378(b)(2) of the State CEQA Guidelines). Furthermore, a comprehensive
Environmental Review will be conducted with the actual preparation and update to the General
Plan.
FISCAL IMPACT:
Authorization of the Request for Proposals will have no fiscal impact. Award of contract to
recommended consultant will come before council at a future date and fiscal impact identified.
Prepared by:
Jose D. Jimenez
Director of Economic &
Community Development
Fiscal Review by: Reviewed and Approved:
Talika M. Johnson Sergio Gonzalez
Director of Administrative Services City Manager
Attachments: Request for Proposals - General Plan Update
City of Azusa
Request for Proposals:
General Plan Update
Proposals Due:
July 18, 2024 by 5:00 PM
Contact:
Knarik Vizcarra
Planning Manager
Economic and Community Development Department
City of Azusa
213 East Foothill Boulevard
Azusa, CA 91702
(626)812-5275
Knarik.Vizcarra@azusaca.gov
Attachment 1
City of Azusa – RFP for City of Azusa General Plan Update
Page 1 of 32
Table of Contents
I. Introduction 2
II. Geographic Area 2
III. Purpose and Project Overview 2
IV. Project Description 3
V. Big Ideas for the General Plan Update 4
VI. Scope of Services and Consultant’s Expertise 6
VII. Submittal Content and Procedures 7
VIII. Evaluation and Selection Process 7
IX. Professional Services Agreement 8
X. Submission of Qualifications 8
XI. General RFP Conditions
XII. Award of Contract
XIII. Appendix A: Sample Professional Services
Agreement
9
10
11
City of Azusa – RFP for City of Azusa General Plan Update
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I. Introduction
The City of Azusa is requesting qualified firm(s) to respond to a Request for Proposal
(“RFP”) for consulting services for the City of Azusa General Plan Update.
II. Geographic Area
The City of Azusa is the 11th oldest city in Los Angeles County and the fifth oldest in the
San Gabriel Valley. Incorporated in 1898, the City was built upon street systems and city
blocks using a grid pattern. The City operates under the council/administration form of
government. It is a full-service city except for its Fire Department which is contracted with
the Los Angeles County Fire Department. The City covers approximately 10 square miles
and boasts a diverse population of 50,000. The estimated median household income is
over $57,000. The City is proud of its mix of small businesses, support services,
manufacturers and large institutional employers such as Azusa Pacific University.
Additionally, the Azusa Unified School District includes 18 schools with 9,600 students.
Azusa is also home to the Hilton Home2Suites, Northrop Grumman, Costco, Target, Rain
Bird, OneLegacy, Dog Haus, Raising Cane’s, Clandestinos, Urbane Café, In-N-Out,
Chick-Fil-A, Congregation and much more. Two Metro A Line Light Rail Stations have
been operational since early March of 2016 as part of the A Line from Azusa to Long
Beach. The Azusa Downtown Station is located in the heart of the City’s downtown, and
the APU/Citrus College Station is adjacent to both Azusa Pacific University and Citrus
College.
The City is strategically located off the 210 Freeway within a 30-minute drive of Pasadena,
Orange County, the Inland Empire, and the Ontario International Airport. In addition to its
convenient freeway access and being approximately 25 miles from Downtown Los
Angeles, Azusa offers several major corridors including the renowned U.S. Route 66
(Foothill Boulevard) which runs east to west through the community. California State
Route 39 runs north to the newly designated San Gabriel Mountains National Monument
and south to the beach.
III. Purpose and Project Overview
The City of Azusa intends to prepare a comprehensive and focused General Plan Update
(GPU) over 24 months and seeks consulting professionals to complete a team to lead this
effort. Based on this Request for Proposals (“RFP”), the City will select a team of
consulting professionals to join a City-led team that includes key senior City staff and may
also include consulting professional(s) assisting City staff in managing the GPU process.
Through this RFP, the City is entertaining a range of consulting services:
1. A full-service consulting team that would handle all aspects of the General Plan
update;
2. Individual subject matter experts that would contract directly with the City for specific
components of the General Plan update;
3. A General Plan project manager to manage the overall effort and coordinate City and
consultant activities; or
4. Some combination of the above options.
City of Azusa – RFP for City of Azusa General Plan Update
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The City of Azusa (“City”) is undertaking the necessary efforts to update its General Plan
and invites qualified consulting teams to respond to this Request for Proposals (“RFP.”)
The current General Plan was previously approved just over 20 years ago. With the
exception of the Housing Element, the effort will include comprehensively updating the
City’s existing General Plan elements and adding new relevant topics to put the Plan at
the forefront of best planning practice and comply with legislative mandates. The selected
consultant will take primary responsibility for the project, working closely with City staff
and the project team to prepare a comprehensive and updated General Plan,
Environmental Impact Report, background and technical documents, and all deliverables
outlined herein. Scope of Services; including conducting innovative public outreach as
part of the planning process shall also be included.
Previously, the City Council issued a Request for Qualifications (“RFQ”) to establish a list
of eligible firms to participate in the RFP process. The identification of qualified firms does
not preclude any firm from responding to this RFP. The RFP differs from the RFQ in that
proposals must include an approach and cost for all proposed tasks and list all project
subconsultants.
All services provided by the consultant(s) shall be performed by individuals who meet the
qualifications, education requirements, and certification/licensing for the position(s). The
successful consultant(s) shall also have the resources to provide cost effective and timely
services, including providing outstanding customer service to the City and its related
clients.
IV. Project Description
The City of Azusa is embarking on a comprehensive update of its current General Plan.
The Azusa General Plan – Gateway to the American Dream was adopted in 2004, and
put a strong emphasis on developing a vision and policies that aimed to improve the
following: Nature, Neighborhoods, Commerce, Mobility, Families, Learning, History, and
Participation. That vision was organized into three themes or “Elements of Place”: Built
Environment, Economy and Community, and Natural Environment. These key themes
covered the seven State-mandated elements as well as several optional elements,
summarized as follows:
• Built Environment
o City Design
Land Use
Urban Form
o Mobility
o Housing
o Historical and Cultural Resources
o Infrastructure
• Economy and Community
o Economic Development
o Public Services
• Natural Environment
o Open Space and Biological Resources
o Geological Hazards
City of Azusa – RFP for City of Azusa General Plan Update
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o Mineral Resources
o Air Quality
o Noise
With the next General Plan, the City is looking to expand on two decades of experience
to include the implementation of new initiatives and capitalize on future growth to create a
resilient community. Building community wealth is at the forefront of the General Plan
update. The City hopes to integrate resources, leverage its network and stakeholders and
continue to deliver services to its constituents to raise the standard of living in Azusa.
The City is a full-service city with a wide range of services. The Project Team envisions
interdepartmental collaboration to prepare the plan and garner support for future
implementation. City Departments include the following:
Administration
Administration Services
Community Resources
Economic & Community Development
Information Technology and Library Services
Light & Water
Public Safety
Public Works
V. Big Ideas for the General Plan Update
Over the years the City has transformed into a major player in the region. This
transformation has occurred for a number of reasons, with the top eight shown below.
Growing Downtown
With a rapidly developing downtown, the heart
of Azusa beats strong and loud. Be a part of the
revitalization.
Connected to SoCal
Nestled in the foothills of the San Gabriel
Mountains, Azusa provides easy access to the
LA Metro area while keeping its small-town
character. We are centrally located with freeway
access and two Metro Line Stations.
Full Service City
Azusa is a full-service city with its own Library,
Police and Light & Water Departments. We pride
ourselves on having personal and professional
relationships with our businesses, with q uality
service you can count on.
City of Azusa – RFP for City of Azusa General Plan Update
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Progressive Decision Making
Azusa is dedicated to improving the quality of life
for its residents through its commitment to
investing in resources that raise the standard of
living.
Diverse Mix of Businesses
From small family-owned shops to multi-national
companies, Azusa is home to an incredibly
diverse mix of thriving businesses.
Housing for All
Azusa accommodates every kind of housing
need, whether it’s small rental units or homes in
the foothills. No matter the budget, you can find
a place in Azusa to call home.
Young and Smart
Home to the top-ranked Azusa Pacific University
as well as nationally recognized high schools,
we pride ourselves on an education system that
empowers students to be smart, dynamic and
ready for the challenges of tomorrow.
Gateway to Outdoor Recreation
Azusa is the gateway to the San Gabriel
Mountains National Monument. Whether it’s
hiking, riding, fishing or bungee jumping, there’s
almost nothing you can’t do.
These Eight Reasons will help guide and shape future planning efforts and this project will
look to enhance each of these through the introduction and incorporation of new big ideas.
In addition to the required General Plan Guidelines and associated Technical Advisories
issued by the State of California Governor’s Office of Planning and Research, the City is
looking to build upon existing City initiatives and introduce new big ideas which will focus
on areas such as but not limited to the following:
• Healthy and Equitable Communities
• Design, Placemaking and Public Art
City of Azusa – RFP for City of Azusa General Plan Update
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• Sustainability in land use and stewardship, along with creating an economically
sustainable mix of residential, commercial, industrial and civic uses that support
long-term fiscal health of the City
• Economic Development and Workforce Development
• Mobility & Connectivity to better implement the vision for walkable areas and
corridors, with an emphasis on complete streets and multi-modal means of
navigating the city to better connect people to different places and spaces.
• Historic Preservation
• Clear Forecasting, Descriptions & Depictions of future development patterns and
public realm character
• A strong and concise vision & clear, directive policies
• Developing a plan that is easy to read & navigate for the public and easy to
implement, update and maintain as needed in the future
Below are some of the existing City initiatives to be built upon with this project:
Economic Development
Historic Preservation
Housing for All – Housing
Development
Azusa Parks – Open Space
and Recreation
City of Azusa – RFP for City of Azusa General Plan Update
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Azusa Walks – Pedestrian
Mobility
VI. Scope of Services and Consultant’s Expertise
1. General Plan Update and Environmental Impact Report: The General Plan Update
would be comprehensive but require very few edits to the Housing Element, as the
City has received HCD Certification. This task would include, but not be limited to:
a. Developing and Administering a Community Outreach Plan;
b. Drafting and Completing the Necessary Environmental Impact Report,
Technical Studies, and all Associated Consultations, Noticing, and Filing;
c. Developing and Completing a Comprehensive Update to the Azusa General
Plan;
d. Development of a General Plan Implementation Plan/Program; and
e. Develop a General Plan that can meet ever-changing State law as it relates to
housing and the likes.
VII. Submittal Content and Procedures
The City intends to obtain the services of a qualified consulting team to assist with the
preparation of its General Plan. Best industry and management practices may require
additional services not explicitly enumerated, or may suggest alternative approaches to
meeting key project objectives. Such alternatives may include phased or modular
approaches to project teaming and schedule. The City is open to receiving innovative
approaches that produce the best project results. Such approaches should clearly identify
team roles at each project phase and any additional services should be described, priced,
and explained relative to project objectives.
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 shall include:
(a) Cover Letter
The cover letter should indicate the full name and address of the consulting firm
that will perform the services described in the RFP. The Consultant should include
the name and contact information for the individual who will serve as project
manager as well as the firm’s qualifications.
(b) Identify Scope of Work and Expertise
Identify the specific scope of work and expertise that you would bring to the
General Plan Update Team.
(c) Consultant’s Prior Experience and Qualifications
City of Azusa – RFP for City of Azusa General Plan Update
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Provide three (3) examples of previous municipalities where you provided your
respective scope of work and expertise. Please include examples of those scopes
of work and work product.
(d) References
Provide three (3) client references applicable to the scope of services. Include
contact names, telephone numbers and e-mail addresses.
(e) Organizational Chart
Identify all team members, their titles and responsibilities for the project.
(f) Team Member Resumes
Provide a resume for each team member.
(g) Exceptions/Deviations
State any exceptions to or deviations from the requirements of this RFP,
Segregating "technical" exceptions from "contractual" exceptions. Where
Proposer(s) wishes to propose alternative approaches to meeting the City’s
technical or contractual requirements, these should be thoroughly explained. If no
contractual exceptions are noted, Proposer(s) will be deemed to have accepted
the contract requirements.
(h) Scope of services
Identify scope of work in line-item format. Alternative, formats are also welcomed.
VIII. Evaluation and Selection Process
All proposals submitted will be reviewed and evaluated by the General Plan Update
Evaluation Committee composed of the Director of Economic and Community
Development, Planning Manager and Economic Development Specialist and other
members of City Staff for further consideration on the basis of the following criteria:
• Consultant’s qualifications, experience, and level of expertise;
• Consultant’s understanding of the City’s goals and Scope of Services;
• Qualifications and experience of individual team members assigned to this project;
• Overall quality of response to RFP;
• Consultant’s past performance with creating implementation-based plans;
• Approach to updating the Azusa General Plan
During the evaluation period, the City may interview some or all of the proposing firms and
the specific team members that would be placed in the City. The City will establish a
specific date to conduct interviews, and all prospective Proposer(s) will be asked to keep
this date available. No other interview dates will be provided, therefore, if a Proposer(s) is
unable to attend the interview on this date; its proposal may be eliminated from further
discussion. The interview will likely consist of a short presentation by the Proposer(s) after
which the Proposal Evaluation Committee will ask questions related to the firm’s proposal
and qualifications. At the conclusion of the evaluation process, the Proposal Evaluation
Committee will recommend hiring, a Proposer(s) with the highest final ranking or a short
City of Azusa – RFP for City of Azusa General Plan Update
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list of top ranked firms within the competitive range whose proposal(s) is most
advantageous to the City.
IX. 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.
X. Submission of Qualifications
All proposals must be received through PlanetBids by July 18, 2024 at 5:00 p.m. Late
proposals will not be accepted.
All inquiries to this proposal should be submitted via the City’s PlanetBids. The deadline
for all questions is June 18, 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 by June 24, 2024.
TENTATIVE RFP REVIEW TIMELINE
Proposals Submitted August 8, 2024
Reviews proposals August/September 2024
Interviews September 2024
Firm(s) Selected October 2024
XI. General RFP Conditions
(a) The City reserves the right to accept or reject any and all proposals, or any item or
part thereof, or to waive any informalities or irregularities in proposals.
(b) The City reserves the right to withdraw or cancel this RFP at any time without prior
notice and the City makes no representations that any contract will be awarded to any
Proposer(s) responding to this RFP.
(c) The City reserves the right to postpone proposal openings for its own convenience.
(d) Proposals received by the City are public information and must be made available to
any person upon request.
(e) Submitted proposals are not to be copyrighted.
(f) The City reserves the right to seek clarification of information submitted in response to
this RFP.
(g) The City reserves the right to modify the RFP as it deems necessary.
City of Azusa – RFP for City of Azusa General Plan Update
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(h) Any material misrepresentations made by the Proposer(s) will void the proposal
response and eliminate the Proposer(s) from further consideration.
(i) Pre-Contractual Expense
The City shall not, in any event, be liable for any pre-contractual expenses incurred by
Proposer(s) in the preparation of its proposal. Proposer shall not include any such
expenses as part of its proposal.
Pre-contractual expenses are defined as expenses incurred by Proposer(s) in:
i. Preparing its proposal in response to this RFP;
ii. Submitting that proposal to the City;
iii. Negotiating with the City any matter related to this proposal; or
iv. Any other expenses incurred by Proposer(s) prior to date of award, if
any.
(j) All materials submitted become the property of the City.
XII. Award of Contract
The City of Azusa will receive competitive proposals from agencies having specific
experience and qualifications in the areas identified in this solicitation. Under competitive
negotiation procedures, the terms of the service contract, the price of the service, the
method of service delivery, and the conditions of performance are all negotiable. A
negotiated contract will be awarded to the firm that best meets the proposed needs at a
reasonable price, not necessarily at the lowest price.
City of Azusa – RFP for City of Azusa General Plan Update
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APPENDIX A
SAMPLE
PROFESSIONAL SERVICES AGREEMENT
City of Azusa – RFP for City of Azusa General Plan Update
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CITY OF AZUSA
PROFESSIONAL SERVICES AGREEMENT
1. PARTIES AND DATE.
This Agreement is made and entered into this ____ day of ________________, 20___ by
and between the City of Azusa, a municipal corporation organized under the laws of the State of
California with its principal place of business at 213 East Foothill Boulevard, Azusa, California
91702 (“City”) and [INSERT NAME OF COMPANY], a [INSERT TYPE OF BUSINESS: CORPORATION;
LIMITED LIABILITY COMPANY; ETC.] with its principal place of business at [INSERT ADDRESS]
(“Consultant”). City and Consultant are sometimes individually referred to herein as “Party” and
collectively as “Parties.”
2. RECITALS.
2.1 Consultant.
Consultant desires to perform and assume responsibility for the provision of certain
professional services required by the City on the terms and conditions set forth in this Agreement.
Consultant represents that it is experienced in providing [INSERT TYPE OF SERVICES] services to
public clients, is licensed in the State of California, and is familiar with the plans of City.
2.2 Project.
City desires to engage Consultant to render such services for the [INSERT NAME OF
PROJECT] project (“Project”) as set forth in this Agreement.
3. TERMS.
3.1 Scope of Services and Term.
3.1.1 General Scope of Services. Consultant promises and agrees to furnish to
the City all labor, materials, tools, equipment, services, and incidental and customary work
necessary to fully and adequately supply the professional [INSERT TYPE OF SERVICES] consulting
services necessary for the Project (“Services”). The Services are more particularly described in
Exhibit “A” attached hereto and incorporated herein by reference. All Services shall be subject
to, and performed in accordance with, this Agreement, the exhibits attached hereto and
incorporated herein by reference, and all applicable local, state and federal laws, rules and
regulations.
3.1.2 Term. The term of this Agreement shall be from [INSERT START DATE] to
[INSERT ENDING DATE], unless earlier terminated as provided herein. Consultant shall complete
the Services within the term of this Agreement, and shall meet any other established schedules and
deadlines. The Parties may, by mutual written consent, extend the term of this Agreement if
necessary to complete the Services.
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3.2 Responsibilities of Consultant.
3.2.1 Control and Payment of Subordinates; Independent Contractor. The
Services shall be performed by Consultant or under its supervision. Consultant will determine the
means, methods and details of performing the Services subject to the requirements of this
Agreement. City retains Consultant on an independent contractor basis and not as an employee.
Consultant retains the right to perform similar or different services for others during the term of
this Agreement. Any additional personnel performing the Services under this Agreement on behalf
of Consultant shall also not be employees of City and shall at all times be under Consultant’s
exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due
such personnel in connection with their performance of Services under this Agreement and as
required by law. Consultant shall be responsible for all reports and obligations respecting such
additional personnel, including, but not limited to: social security taxes, income tax withholding,
unemployment insurance, disability insurance, and workers’ compensation insurance.
3.2.2 Schedule of Services. Consultant shall perform the Services expeditiously,
within the term of this Agreement, and in accordance with the Schedule of Services set forth in
Exhibit “B” attached hereto and incorporated herein by reference. Consultant represents that it
has the professional and technical personnel required to perform the Services in conformance with
such conditions. In order to facilitate Consultant’s conformance with the Schedule, City shall
respond to Consultant’s submittals in a timely manner. Upon request of City, Consultant shall
provide a more detailed schedule of anticipated performance to meet the Schedule of Services.
3.2.3 Conformance to Applicable Requirements. All work prepared by
Consultant shall be subject to the approval of City.
3.2.4 Substitution of Key Personnel. Consultant has represented to City that
certain key personnel will perform and coordinate the Services under this Agreement. Should one
or more of such personnel become unavailable, Consultant may substitute other personnel of at
least equal competence upon written approval of City. In the event that City and Consultant cannot
agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for
cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner
acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a
threat to the adequate or timely completion of the Project or a threat to the safety of persons or
property, shall be promptly removed from the Project by the Consultant at the request of the City.
The key personnel for performance of this Agreement are as follows: [INSERT NAMES].
3.2.5 City’s Representative. The City hereby designates [INSERT NAME OR
TITLE], or his or her designee, to act as its representative for the performance of this Agreement
(“City’s Representative”). City’s Representative shall have the power to act on behalf of the City
for all purposes under this Contract. Consultant shall not accept direction or orders from any
person other than the City’s Representative or his or her designee.
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3.2.6 Consultant’s Representative. Consultant hereby designates [INSERT NAME
OR TITLE], or his/her designee, to act as its representative for the performance of this Agreement
(“Consultant’s Representative”). Consultant’s Representative shall have full authority to represent
and act on behalf of the Consultant for all purposes under this Agreement. The Consultant’s
Representative shall supervise and direct the Services, using his/her best skill and attention, and
shall be responsible for all means, methods, techniques, sequences and procedures and for the
satisfactory coordination of all portions of the Services under this Agreement.
3.2.7 Coordination of Services. Consultant agrees to work closely with City staff
in the performance of Services and shall be available to City’s staff, consultants and other staff at
all reasonable times.
3.2.8 Standard of Care; Performance of Employees. Consultant shall perform all
Services under this Agreement in a skillful and competent manner, consistent with the standards
generally recognized as being employed by professionals in the same discipline in the State of
California. Consultant represents and maintains that it is skilled in the professional calling
necessary to perform the Services. Consultant warrants that all employees and subcontractors shall
have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant
represents that it, its employees and subcontractors have all licenses, permits, qualifications and
approvals of whatever nature that are legally required to perform the Services, including a City
Business License, and that such licenses and approvals shall be maintained throughout the term of
this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant
shall perform, at its own cost and expense and without reimbursement from the City, any services
necessary to correct errors or omissions which are caused by the Consultant’s failure to comply
with the standard of care provided for herein. Any employee of the Consultant or its sub-
consultants who is determined by the City to be uncooperative, incompetent, a threat to the
adequate or timely completion of the Project, a threat to the safety of persons or property, or any
employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be
promptly removed from the Project by the Consultant and shall not be re-employed to perform any
of the Services or to work on the Project.
3.2.9 Period of Performance and Liquidated Damages. Consultant shall perform
and complete all Services under this Agreement within the term set forth in Section 3.1.2 above
(“Performance Time”). Consultant shall also perform the Services in strict accordance with any
completion schedule or Project milestones described in Exhibits “A” or “B” attached hereto, or
which may be separately agreed upon in writing by the City and Consultant (“Performance
Milestones”). Consultant agrees that if the Services are not completed within the aforementioned
Performance Time and/or pursuant to any such Project Milestones developed pursuant to
provisions of this Agreement, it is understood, acknowledged and agreed that the City will suffer
damage. [***INCLUDE THE FOLLOWING SENTENCE ONLY IF YOU'RE INCLUDING
LD'S – DELETE OTHERWISE – DON'T SIMPLY INSERT $0; ALSO DELETE “AND
LIQUIDATED DAMAGES” FROM TITLE OF SECTION***]Pursuant to Government Code
Section 53069.85, Consultant shall pay to the City as fixed and liquidated damages the sum of
[***INSERT WRITTEN DOLLAR AMOUNT***] Dollars ($[***INSERT NUMERICAL
DOLLAR AMOUNT***]) per day for each and every calendar day of delay beyond the
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Performance Time or beyond any Project Milestones established pursuant to this Agreement.
3.2.10 Laws and Regulations; Employee/Labor Certifications. Consultant shall
keep itself fully informed of and in compliance with all local, state and federal laws, rules and
regulations in any manner affecting the performance of the Project or the Services, including all
Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for
all violations of such laws and regulations in connection with Services. If the Consultant performs
any work knowing it to be contrary to such laws, rules and regulations and without giving written
notice to the City, Consultant shall be solely responsible for all costs arising therefrom. Consultant
shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free
and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or
liability arising out of any failure or alleged failure to comply with such laws, rules or regulations.
3.2.10.1 Employment Eligibility; Consultant. By executing this
Agreement, Consultant verifies that it fully complies with all requirements and restrictions of state
and federal law respecting the employment of undocumented aliens, including, but not limited to,
the Immigration Reform and Control Act of 1986, as may be amended from time to time. Such
requirements and restrictions include, but are not limited to, examination and retention of
documentation confirming the identity and immigration status of each employee of the Consultant.
Consultant also verifies that it has not committed a violation of any such law within the five (5)
years immediately preceding the date of execution of this Agreement, and shall not violate any
such law at any time during the term of the Agreement. Consultant shall avoid any violation of
any such law during the term of this Agreement by participating in an electronic verification of
work authorization program operated by the United States Department of Homeland Security, by
participating in an equivalent federal work authorization program operated by the United States
Department of Homeland Security to verify information of newly hired employees, or by some
other legally acceptable method. Consultant shall maintain records of each such verification, and
shall make them available to the City or its representatives for inspection and copy at any time
during normal business hours. The City shall not be responsible for any costs or expenses related
to Consultant’s compliance with the requirements provided for in Section 3.2.10 or any of its sub-
sections.
3.2.10.2 Employment Eligibility; Subcontractors, Consultants, Sub-
subcontractors and Subconsultants. To the same extent and under the same conditions as
Consultant, Consultant shall require all of its subcontractors, consultants, sub-subcontractors and
subconsultants performing any work relating to the Project or this Agreement to make the same
verifications and comply with all requirements and restrictions provided for in Section 3.2.10.1.
3.2.10.3 Employment Eligibility; Failure to Comply. Each person
executing this Agreement on behalf of Consultant verifies that they are a duly authorized officer
of Consultant, and understands that any of the following shall be grounds for the City to terminate
the Agreement for cause: (1) failure of Consultant or its subcontractors, consultants, sub-
subcontractors or subconsultants to meet any of the requirements provided for in Sections 3.2.10.1
or 3.2.10.2; (2) any misrepresentation or material omission concerning compliance with such
requirements (including in those verifications provided to the Consultant under Section 3.2.10.2);
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or (3) failure to immediately remove from the Project any person found not to be in compliance
with such requirements.
3.2.10.4 Labor Certification. By its signature hereunder, Consultant
certifies that it is aware of the provisions of Section 3700 of the California Labor Code which
require every employer to be insured against liability for Workers’ Compensation or to undertake
self-insurance in accordance with the provisions of that Code, and agrees to comply with such
provisions before commencing the performance of the Services.
3.2.10.5 Equal Opportunity Employment. Consultant represents that
it is an equal opportunity employer and it shall not discriminate against any subconsultant,
employee or applicant for employment because of race, religion, color, national origin, handicap,
ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities
related to initial employment, upgrading, demotion, transfer, recruitment or recruitment
advertising, layoff or termination. Consultant shall also comply with all relevant provisions of
City’s Minority Business Enterprise program, Affirmative Action Plan or other related programs
or guidelines currently in effect or hereinafter enacted.
3.2.10.6 Air Quality. To the extent applicable, Consultant must fully
comply with all applicable laws, rules and regulations in furnishing or using equipment and/or
providing services, including, but not limited to, emissions limits and permitting requirements
imposed by the South Coast Air Quality Management District (SCAQMD) and/or California Air
Resources Board (CARB). Although the SCAQMD and CARB limits and requirements are more
broad, Consultant shall specifically be aware of their application to "portable equipment", which
definition is considered by SCAQMD and CARB to include any item of equipment with a fuel-
powered engine. Consultant shall indemnify City against any fines or penalties imposed by
SCAQMD, CARB, or any other governmental or regulatory agency for violations of applicable
laws, rules and/or regulations by Consultant, its subconsultants, or others for whom Consultant is
responsible under its indemnity obligations provided for in this Agreement.
3.2.10.7 Water Quality.
(A) Management and Compliance. To the extent applicable,
Consultant’s Services must account for, and fully comply with, all local, state and federal laws,
rules and regulations that may impact water quality compliance, including, without limitation, all
applicable provisions of the Federal Water Pollution Control Act (33 U.S.C. §§ 1300); the
California Porter-Cologne Water Quality Control Act (Cal Water Code §§ 13000-14950); laws,
rules and regulations of the Environmental Protection Agency, the State Water Resources Control
Board and the Santa Ana Regional Water Quality Control Board; the City’s ordinances regulating
discharges of storm water; and any and all regulations, policies, or permits issued pursuant to any
such authority regulating the discharge of pollutants, as that term is used in the Porter-Cologne
Water Quality Control Act, to any ground or surface water in the State.
(B) Liability for Non-compliance. Failure to comply with the
laws, regulations and policies described in this Section is a violation of law that may subject
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Consultant or City to penalties, fines, or additional regulatory requirements. Consultant shall
defend, indemnify and hold the City, its directors, officials, officers, employees, volunteers and
agents free and harmless, pursuant to the indemnification provisions of this Agreement, from and
against any and all fines, penalties, claims or other regulatory requirements imposed as a result of
Consultant’s non-compliance with the laws, regulations and policies described in this Section,
unless such non-compliance is the result of the sole established negligence, willful misconduct or
active negligence of the City, its officials, officers, agents, employees or authorized volunteers.
(C) Training. In addition to any other standard of care
requirements set forth in this Agreement, Consultant warrants that all employees and
subcontractors shall have sufficient skill and experience to perform the Services assigned to them
without impacting water quality in violation of the laws, regulations and policies described in this
Section. Consultant further warrants that it, its employees and subcontractors will receive adequate
training, as determined by City, regarding the requirements of the laws, regulations and policies
described in this Section as they may relate to the Services provided under this Agreement. Upon
request, City will provide Consultant with a list of training programs that meet the requirements
of this paragraph.
3.2.11 Insurance.
3.2.11.1 Time for Compliance. Consultant shall not commence
Services under this Agreement until it has provided evidence satisfactory to the City that it has
secured all insurance required under this section. In addition, Consultant shall not allow any
subcontractor to commence work on any subcontract until it has provided evidence satisfactory to
the City that the subcontractor has secured all insurance required under this section.
3.2.11.2 Minimum Requirements. Consultant shall, at its expense,
procure and maintain for the duration of the Agreement insurance against claims for injuries to
persons or damages to property which may arise from or in connection with the performance of
the Agreement by the Consultant, its agents, representatives, employees or subcontractors.
Consultant shall also require all of its subcontractors to procure and maintain the same insurance
for the duration of the Agreement. Such insurance shall meet at least the following minimum levels
of coverage:
(A) Minimum Scope of Insurance. Coverage shall be at least as
broad as the latest version of the following: (1) General Liability: Insurance Services Office
Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability:
Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); and
(3) Workers’ Compensation and Employer’s Liability: Workers’ Compensation insurance as
required by the State of California and Employer’s Liability Insurance. The policy shall not
contain any exclusion contrary to the Agreement, including but not limited to endorsements or
provisions limiting coverage for (1) contractual liability (including but not limited to ISO CG 24
26 or 21 29); or (2) cross liability for claims or suits by one insured against another.
(B) Minimum Limits of Insurance. Consultant shall maintain
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limits no less than: (1) General Liability: [CONTACT RISK MANAGEMENT TO CONFIRM AMOUNT;
TYPICAL MINIMUM IS $1 MILLION, BUT AMOUNT OF INSURANCE REQUIRED DEPENDS ON NATURE OF
CONTRACT AND RISK TO CITY]$1,000,000 per occurrence for bodily injury, personal injury and
property damage. If Commercial General Liability Insurance or other form with general aggregate
limit is used including, but not limited to, form CG 2503, either the general aggregate limit shall
apply separately to this Agreement/location or the general aggregate limit shall be twice the
required occurrence limit; (2) Automobile Liability: [CONTACT RISK MANAGEMENT TO CONFIRM
AMOUNT; TYPICAL MINIMUM IS $1 MILLION, BUT AMOUNT OF INSURANCE REQUIRED DEPENDS ON
NATURE OF CONTRACT AND RISK TO CITY]$1,000,000 per accident for bodily injury and property
damage; and (3) Workers’ Compensation and Employer’s Liability: Workers’ Compensation
limits as required by the Labor Code of the State of California. Employer’s Liability limits of
[CONTACT RISK MANAGEMENT TO CONFIRM AMOUNT; TYPICAL MINIMUM IS $1 MILLION, BUT
AMOUNT OF INSURANCE REQUIRED DEPENDS ON NATURE OF CONTRACT AND RISK TO
CITY]$1,000,000 per accident for bodily injury or disease. Defense costs shall be paid in addition
to the limits.
(C) Notices; Cancellation or Reduction of Coverage. At least
fifteen (15) days prior to the expiration of any such policy, evidence showing that such insurance
coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled
or materially reduced, Consultant shall, within ten (10) days after receipt of written notice of such
cancellation or reduction of coverage, file with the City evidence of insurance showing that the
required insurance has been reinstated or has been provided through another insurance company
or companies. In the event any policy of insurance required under this Agreement does not comply
with these specifications or is canceled and not replaced, the City has the right but not the duty to
obtain the insurance it deems necessary and any premium paid by the City will be promptly
reimbursed by Consultant or the City may withhold amounts sufficient to pay premium from
Consultant payments. In the alternative, the City may suspend or terminate this Agreement.
3.2.11.3 Professional Liability. [INCLUDE THIS SUBSECTION
ONLY IF APPLICABLE - DELETE OTHERWISE] Consultant shall procure and maintain, and
require its sub-consultants to procure and maintain, for a period of five (5) years following
completion of the Project, errors and omissions liability insurance appropriate to their profession.
Such insurance shall be in an amount not less than [CONTACT RISK MANAGEMENT TO CONFIRM
AMOUNT; TYPICAL MINIMUM IS $1 MILLION, BUT AMOUNT OF INSURANCE REQUIRED DEPENDS ON
NATURE OF CONTRACT AND RISK TO CITY]$1,000,000 per claim, and shall be endorsed to include
contractual liability. Defense costs shall be paid in addition to limits.
3.2.11.4 Insurance Endorsements. The insurance policies shall
contain the following provisions, or Consultant shall provide endorsements on forms supplied or
approved by the City to add the following provisions to the insurance policies:
(A) General Liability. The general liability policy shall include
or be endorsed (amended) to state that: (1) using ISO CG forms 20 10 and 20 37, or endorsements
providing the exact same coverage, the City of Azusa, its directors, officials, officers, employees,
agents and volunteers shall be covered as additional insured with respect to the Services or ongoing
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and complete operations performed by or on behalf of the Consultant, including materials, parts or
equipment furnished in connection with such work; and (2) using ISO form 20 01, or endorsements
providing the exact same coverage, the insurance coverage shall be primary insurance as respects
the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand
in an unbroken chain of coverage excess of the Consultant’s scheduled underlying coverage. Any
excess insurance shall contain a provision that such coverage shall also apply on a primary and
noncontributory basis for the benefit of the City, before the City’s own primary insurance or self-
insurance shall be called upon to protect it as a named insured. Any insurance or self-insurance
maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be
excess of the Consultant’s insurance and shall not be called upon to contribute with it in any way.
Notwithstanding the minimum limits set forth in Section 3.2.11.2(B), any available insurance
proceeds in excess of the specified minimum limits of coverage shall be available to the parties
required to be named as additional insureds pursuant to this Section 3.2.11.4(A).
(B) Automobile Liability. The automobile liability policy shall
include or be endorsed (amended) to state that: (1) the City, its directors, officials, officers,
employees, agents and volunteers shall be covered as additional insureds with respect to the
ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or
borrowed by the Consultant or for which the Consultant is responsible; and (2) the insurance
coverage shall be primary insurance as respects the City, its directors, officials, officers,
employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess
of the Consultant’s scheduled underlying coverage. Any insurance or self-insurance maintained
by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of
the Consultant’s insurance and shall not be called upon to contribute with it in any way.
Notwithstanding the minimum limits set forth in Section 3.2.11.2(B), any available insurance
proceeds in excess of the specified minimum limits of coverage shall be available to the parties
required to be named as additional insureds pursuant to this Section 3.2.11.4(B).
(C) Workers’ Compensation and Employers’ Liability
Coverage. The insurer shall agree to waive all rights of subrogation against the City, its directors,
officials, officers, employees, agents and volunteers for losses paid under the terms of the
insurance policy which arise from work performed by the Consultant.
(D) All Coverages. Each insurance policy required by this
Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided, reduced
or canceled except after thirty (30) days (10 days for nonpayment of premium) prior written notice
by certified mail, return receipt requested, has been given to the City; and (B) any failure to comply
with reporting or other provisions of the policies, including breaches of warranties, shall not affect
coverage provided to the City, its directors, officials, officers, employees, agents and volunteers.
Any failure to comply with reporting or other provisions of the policies including breaches of
warranties shall not affect coverage provided to the City, its officials, officers, employees, agents
and volunteers, or any other additional insureds.
3.2.11.5 Separation of Insureds; No Special Limitations; Waiver of
Subrogation. All insurance required by this Section shall contain standard separation of insureds
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provisions. In addition, such insurance shall not contain any special limitations on the scope of
protection afforded to the City, its directors, officials, officers, employees, agents and volunteers.
All policies shall waive any right of subrogation of the insurer against the City, its officials,
officers, employees, agents, and volunteers, or any other additional insureds, or shall specifically
allow Consultant or others providing insurance evidence in compliance with these specifications
to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery
against City, its officials, officers, employees, agents, and volunteers, or any other additional
insureds, and shall require similar written express waivers and insurance clauses from each of its
subconsultants.
3.2.11.6 Deductibles and Self-Insurance Retentions. Any deductibles
or self-insured retentions must be declared to and approved by the City. Consultant shall guarantee
that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or
self-insured retentions as respects the City, its directors, officials, officers, employees, agents and
volunteers; or (2) the Consultant shall procure a bond guaranteeing payment of losses and related
investigation costs, claims and administrative and defense expenses.
3.2.11.7 Subconsultant Insurance Requirements. Consultant shall not
allow any subconsultants to commence work on any subcontract relating to the work under the
Agreement until they have provided evidence satisfactory to the City that they have secured all
insurance required under this Section. If requested by Consultant, the City may approve different
scopes or minimum limits of insurance for particular subconsultants. The Consultant and the City
shall be named as additional insureds on all subconsultants’ policies of Commercial General
Liability using ISO form 20 38, or coverage at least as broad.
3.2.11.8 Acceptability of Insurers. Insurance is to be placed with
insurers with a current A.M. Best’s rating no less than A:VIII, licensed to do business in California,
and satisfactory to the City.
3.2.11.9 Verification of Coverage. Consultant shall furnish City with
original certificates of insurance and endorsements effecting coverage required by this Agreement
on forms satisfactory to the City. The certificates and endorsements for each insurance policy
shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be
on forms provided by the City if requested. All certificates and endorsements must be received
and approved by the City before work commences. The City reserves the right to require complete,
certified copies of all required insurance policies, at any time.
3.2.11.9 Reporting of Claims. Consultant shall report to the City, in
addition to Consultant’s insurer, any and all insurance claims submitted by Consultant in
connection with the Services under this Agreement.
3.2.12 Safety. Consultant shall execute and maintain its work so as to avoid injury
or damage to any person or property. In carrying out its Services, the Consultant shall at all times
be in compliance with all applicable local, state and federal laws, rules and regulations, and shall
exercise all necessary precautions for the safety of employees appropriate to the nature of the work
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and the conditions under which the work is to be performed. Safety precautions as applicable shall
include, but shall not be limited to: (A) adequate life protection and life saving equipment and
procedures; (B) instructions in accident prevention for all employees and subcontractors, such as
safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures,
trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are
necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the
proper inspection and maintenance of all safety measures.
3.2.13 Accounting Records. Consultant shall maintain complete and accurate
records with respect to all costs and expenses incurred under this Agreement. All such records
shall be clearly identifiable. Consultant shall allow a representative of City during normal business
hours to examine, audit, and make transcripts or copies of such records and any other documents
created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents,
proceedings, and activities related to the Agreement for a period of three (3) years from the date
of final payment under this Agreement.
3.3 Fees and Payments.
3.3.1 Compensation. Consultant shall receive compensation, including
authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in
Exhibit “C” attached hereto and incorporated herein by reference. The total compensation shall
not exceed [INSERT WRITTEN DOLLAR AMOUNT] ($[INSERT NUMERICAL DOLLAR AMOUNT]) without
written approval of the City Manager [REPLACE ‘CITY MANAGER’ WITH ‘CITY COUNCIL’ FOR
AMOUNTS OVER $10,000]. Extra Work may be authorized, as described below, and if authorized,
will be compensated at the rates and manner set forth in this Agreement.
3.3.2 Payment of Compensation. Consultant shall submit to City a monthly
itemized statement which indicates work completed and hours of Services rendered by Consultant.
The statement shall describe the amount of Services and supplies provided since the initial
commencement date, or since the start of the subsequent billing periods, as appropriate, through
the date of the statement. City shall, within 45 days of receiving such statement, review the
statement and pay all approved charges thereon.
3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any
expenses unless authorized in writing by City.
3.3.4 Extra Work. At any time during the term of this Agreement, City may
request that Consultant perform Extra Work. As used herein, “Extra Work” means any work which
is determined by City to be necessary for the proper completion of the Project, but which the parties
did not reasonably anticipate would be necessary at the execution of this Agreement. Consultant
shall not perform, nor be compensated for, Extra Work without written authorization from City’s
Representative.
3.3.5 Prevailing Wages. Consultant is aware of the requirements of California
Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations,
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Title 8, Section 16000, et seq., (“Prevailing Wage Laws”), which require the payment of prevailing
wage rates and the performance of other requirements on “public works” and “maintenance”
projects. If the Services are being performed as part of an applicable “public works” or
“maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is
$1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. City shall
provide Consultant with a copy of the prevailing rates of per diem wages in effect at the
commencement of this Agreement. Consultant shall make copies of the prevailing rates of per
diem wages for each craft, classification or type of worker needed to execute the Services available
to interested parties upon request, and shall post copies at the Consultant’s principal place of
business and at the project site. Consultant shall defend, indemnify and hold the City, its elected
officials, officers, employees and agents free and harmless from any claim or liability arising out
of any failure or alleged failure to comply with the Prevailing Wage Laws.
3.4 Termination of Agreement.
3.4.1 Grounds for Termination. City may, by written notice to Consultant,
terminate the whole or any part of this Agreement at any time and without cause by giving written
notice to Consultant of such termination, and specifying the effective date thereof, at least seven
(7) days before the effective date of such termination. Upon termination, Consultant shall be
compensated only for those services which have been adequately rendered to City, and Consultant
shall be entitled to no further compensation. Consultant may not terminate this Agreement except
for cause.
3.4.2 Effect of Termination. If this Agreement is terminated as provided herein,
City may require Consultant to provide all finished or unfinished Documents and Data and other
information of any kind prepared by Consultant in connection with the performance of Services
under this Agreement. Consultant shall be required to provide such document and other
information within fifteen (15) days of the request.
3.4.3 Additional Services. In the event this Agreement is terminated in whole or
in part as provided herein, City may procure, upon such terms and in such manner as it may
determine appropriate, services similar to those terminated.
3.5 Ownership of Materials and Confidentiality.
3.5.1 Documents & Data; Licensing of Intellectual Property. This Agreement
creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense
any and all copyrights, designs, and other intellectual property embodied in plans, specifications,
studies, drawings, estimates, and other documents or works of authorship fixed in any tangible
medium of expression, including but not limited to, physical drawings or data magnetically or
otherwise recorded on computer diskettes, which are prepared or caused to be prepared by
Consultant under this Agreement (“Documents & Data”). All Documents & Data shall be and
remain the property of City, and shall not be used in whole or in substantial part by Consultant on
other projects without the City's express written permission. Within thirty (30) days following the
completion, suspension, abandonment or termination of this Agreement, Consultant shall provide
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to City reproducible copies of all Documents & Data, in a form and amount required by City. City
reserves the right to select the method of document reproduction and to establish where the
reproduction will be accomplished. The reproduction expense shall be borne by City at the actual
cost of duplication. In the event of a dispute regarding the amount of compensation to which the
Consultant is entitled under the termination provisions of this Agreement, Consultant shall provide
all Documents & Data to City upon payment of the undisputed amount. Consultant shall have no
right to retain or fail to provide to City any such documents pending resolution of the dispute. In
addition, Consultant shall retain copies of all Documents & Data on file for a minimum of fifteen
(15) years following completion of the Project, and shall make copies available to City upon the
payment of actual reasonable duplication costs. Before destroying the Documents & Data
following this retention period, Consultant shall make a reasonable effort to notify City and
provide City with the opportunity to obtain the documents.
3.5.2 Subcontractors. Consultant shall require all subcontractors to agree in
writing that City is granted a non-exclusive and perpetual license for any Documents & Data the
subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant
has the legal right to license any and all Documents & Data. Consultant makes no such
representation and warranty in regard to Documents & Data which were prepared by design
professionals other than Consultant or its subcontractors, or those provided to Consultant by the
City.
3.5.3 Right to Use. City shall not be limited in any way in its use or reuse of the
Documents and Data or any part of them at any time for purposes of this Project or another project,
provided that any such use not within the purposes intended by this Agreement or on a project
other than this Project without employing the services of Consultant shall be at City’s sole risk. If
City uses or reuses the Documents & Data on any project other than this Project, it shall remove
the Consultant’s seal from the Documents & Data and indemnify and hold harmless Consultant
and its officers, directors, agents and employees from claims arising out of the negligent use or re-
use of the Documents & Data on such other project. Consultant shall be responsible and liable for
its Documents & Data, pursuant to the terms of this Agreement, only with respect to the condition
of the Documents & Data at the time they are provided to the City upon completion, suspension,
abandonment or termination. Consultant shall not be responsible or liable for any revisions to the
Documents & Data made by any party other than Consultant, a party for whom the Consultant is
legally responsible or liable, or anyone approved by the Consultant.
3.5.4 Confidentiality. All Documents & Data either created by or provided to
Consultant in connection with the performance of this Agreement shall be held confidential by
Consultant. All Documents & Data shall not, without the prior written consent of City, be used or
reproduced by Consultant for any purposes other than the performance of the Services. Consultant
shall not disclose, cause or facilitate the disclosure of the Documents & Data to any person or
entity not connected with the performance of the Services or the Project. Nothing furnished to
Consultant which is otherwise known to Consultant or is generally known, or has become known,
to the related industry shall be deemed confidential. Consultant shall not use City’s name or
insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in
any magazine, trade paper, newspaper, television or radio production or other similar medium
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without the prior written consent of City.
3.6 General Provisions.
3.6.1 Delivery of Notices. All notices permitted or required under this Agreement
shall be given to the respective parties at the following address, or at such other address as the
respective parties may provide in writing for this purpose:
Consultant:
[***INSERT NAME, ADDRESS & CONTACT PERSON***]
City:
City of Azus a
213 E. Foothill Blvd.
Azusa, CA 91702
Attn: [***INSERT NAME & DEPARTMENT***]
Such notice shall be deemed made when personally delivered or when mailed,
forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to
the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual
notice occurred, regardless of the method of service.
3.6.2 Indemnification.
3.6.2.1 Scope of Indemnity. To the fullest extent permitted by law,
CONSULTANT shall indemnify and hold harmless AGENCY and any and all of its officials,
employees and agents (“Indemnified Parties”) from and against any and all losses, liabilities,
damages, costs and expenses, including legal counsel’s fees and costs, caused in whole or in part
by the negligent or wrongful act, error or omission of CONSULTANT, its officers, agents,
employees or subconsultants (or any agency or individual that CONSULTANT shall bear the legal
liability thereof) in the performance of services under this AGREEMENT. CONSULTANT’s duty
to indemnify and hold harmless AGENCY shall not extend to the AGENCY’s sole or active
negligence.
3.6.2.2 Duty to Defend. In the event the AGENCY, its officers, employees,
agents and/or volunteers are made a party to any action, lawsuit, or other adversarial proceeding
arising from the performance of the services encompassed by this AGREEMENT, and upon
demand by AGENCY, CONSULTANT shall defend the AGENCY at CONSULTANT’s cost or
at AGENCY’s option, to reimburse AGENCY for its costs of defense, including reasonable
attorney’s fees and costs incurred in the defense of such matters to the extent the matters arise
from, relate to or are caused by CONSULTANT’s negligent acts, errors or omissions. Payment by
AGENCY is not a condition precedent to enforcement of this indemnity. In the event of any dispute
between CONSULTANT and AGENCY, as to whether liability arises from the sole or active
negligence of the AGENCY or its officers, employees, or agents, CONSULTANT will be
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obligated to pay for AGENCY’s defense until such time as a final judgment has been entered
adjudicating the AGENCY as solely or actively negligent. CONSULTANT will not be entitled in
the absence of such a determination to any reimbursement of defense costs including but not
limited to attorney’s fees, expert fees and costs of litigation.
3.6.3 Governing Law; Government Code Claim Compliance. This Agreement
shall be governed by the laws of the State of California. Venue shall be in Los Angeles County.
In addition to any and all contract requirements pertaining to notices of and requests for
compensation or payment for extra work, disputed work, claims and/or changed conditions,
Consultant must comply with the claim procedures set forth in Government Code sections 900 et
seq. prior to filing any lawsuit against the City. Such Government Code claims and any subsequent
lawsuit based upon the Government Code claims shall be limited to those matters that remain
unresolved after all procedures pertaining to extra work, disputed work, claims, and/or changed
conditions have been followed by Consultant. If no such Government Code claim is submitted, or
if any prerequisite contractual requirements are not otherwise satisfied as specified herein,
Consultant shall be barred from bringing and maintaining a valid lawsuit against the City.
3.6.4 Time of Essence. Time is of the essence for each and every provision of
this Agreement.
3.6.5 City’s Right to Employ Other Consultants. City reserves right to employ
other consultants in connection with this Project.
3.6.6 Successors and Assigns. This Agreement shall be binding on the successors
and assigns of the parties.
3.6.7 Assignment or Transfer. Consultant shall not assign, hypothecate, or
transfer, either directly or by operation of law, this Agreement or any interest herein without the
prior written consent of the City. Any attempt to do so shall be null and void, and any assignees,
hypothecates or transferees shall acquire no right or interest by reason of such attempted
assignment, hypothecation or transfer.
3.6.8 Construction; References; Captions. Since the Parties or their agents have
participated fully in the preparation of this Agreement, the language of this Agreement shall be
construed simply, according to its fair meaning, and not strictly for or against any Party. Any term
referencing time, days or period for performance shall be deemed calendar days and not work days.
All references to Consultant include all personnel, employees, agents, and subcontractors of
Consultant, except as otherwise specified in this Agreement. All references to City include its
elected officials, officers, employees, agents, and volunteers except as otherwise specified in this
Agreement. The captions of the various articles and paragraphs are for convenience and ease of
reference only, and do not define, limit, augment, or describe the scope, content, or intent of this
Agreement.
3.6.9 Amendment; Modification. No supplement, modification, or amendment
of this Agreement shall be binding unless executed in writing and signed by both Parties.
City of Azusa – RFP for City of Azusa General Plan Update
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3.6.10 Waiver. No waiver of any default shall constitute a waiver of any other
default or breach, whether of the same or other covenant or condition. No waiver, benefit,
privilege, or service voluntarily given or performed by a Party shall give the other Party any
contractual rights by custom, estoppel, or otherwise.
3.6.11 No Third Party Beneficiaries. Except to the extent expressly provided for
in Section 3.6.7, there are no intended third party beneficiaries of any right or obligation assumed
by the Parties.
3.6.12 Invalidity; Severability. If any portion of this Agreement is declared
invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions shall continue in full force and effect.
3.6.13 Prohibited Interests. Consultant maintains and warrants that it has not
employed nor retained any company or person, other than a bona fide employee working solely
for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not
paid nor has it agreed to pay any company or person, other than a bona fide employee working
solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration
contingent upon or resulting from the award or making of this Agreement. Consultant further
agrees to file, or shall cause its employees or subconsultants to file, a Statement of Economic
Interest with the City’s Filing Officer as required under state law in the performance of the
Services. For breach or violation of this warranty, City shall have the right to rescind this
Agreement without liability. For the term of this Agreement, no member, officer or employee of
City, during the term of his or her service with City, shall have any direct interest in this
Agreement, or obtain any present or anticipated material benefit arising therefrom.
3.6.14 Cooperation; Further Acts. The Parties shall fully cooperate with one
another, and shall take any additional acts or sign any additional documents as may be necessary,
appropriate or convenient to attain the purposes of this Agreement.
3.6.15 Attorney’s Fees. If either party commences an action against the other
party, either legal, administrative or otherwise, arising out of or in connection with this Agreement,
the prevailing party in such litigation shall be entitled to have and recover from the losing party
reasonable attorney’s fees and all other costs of such action.
3.6.16 Authority to Enter Agreement. Consultant has all requisite power and
authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party
warrants that the individuals who have signed this Agreement have the legal power, right, and
authority to make this Agreement and bind each respective Party.
3.6.17 Counterparts. This Agreement may be signed in counterparts, each of
which shall constitute an original.
3.6.18 Entire Agreement. This Agreement contains the entire Agreement of the
City of Azusa – RFP for City of Azusa General Plan Update
Page 27 of 32
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 – RFP for City of Azusa General Plan Update
Page 28 of 32
CITY OF AZUSA [INSERT NAME OF CONSULTANT]
By: By:
City Manager [Up to $10,000]
OR Mayor [OVER $10,000]
Name:
Attest:
Title:
City Clerk
[If Corporation, TWO SIGNATURES,
President OR Vice President AND Secretary,
AND CORPORATE SEAL OF
CONTRACTOR REQUIRED]
Approved as to Form:
Best Best & Krieger LLP By:
Name:
City Attorney
Title:
A-1
8513273_1
EXHIBIT “A”
SCOPE OF SERVICES
[INSERT SCOPE]
B-1
8513273_1
EXHIBIT “B”
SCHEDULE OF SERVICES
[INSERT SCHEDULE]
C-1
8513273_1
EXHIBIT “C”
COMPENSATION
[INSERT RATES & AUTHORIZED REIMBURSABLE EXPENSES]
[***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***]