HomeMy WebLinkAboutE-7 Staff Report -First Amendment Page and TurnbullCONSENT ITEM
E-7
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
VIA: SERGIO GONZALEZ, CITY MANAGER
FROM: LUCY DEMIRJIAN, SENIOR PROJECT MANAGER
DATE: JANUARY 21, 2025
SUBJECT: APPROVAL OF FIRST AMENDMENT TO THE PROFESSIONAL SERVICES
AGREEMENT WITH PAGE & TURNBULL FOR ARCHITECTURAL DESIGN
SERVICES FOR THE OLD SCHOOLHOUSE PROJECT
BACKGROUND:
The “Old Schoolhouse” building is considered valuable from an architectural standpoint due to it being
one of the only surviving single room wood framed schoolhouses in the San Gabriel Valley. On February
2, 2022, the City entered a Memorandum of Understanding with the AUSD concerning the transfer of
ownership of the Old Schoolhouse building, with the intent to restore and preserve the historic and
culturally significant structure. Through the efforts of Senator Rubio and Assemblymember Rubio, the
City was awarded a $3 million grant in the 2022-23 State budget to move, restore and curate the historic
landmark. On October 13, 2022, the Old Schoolhouse was relocated between the City’s Historical
Museum and the Barnes House.
On June 5, 2025, following a Request for Proposals to seek qualified professionals, the City Council
awarded the contract to Page & Turnbull (P&T) for design and project management services for the
restoration of the exterior and interior of the Historic Schoolhouse for reuse as a museum or cultural center.
The construction phase of the project began in November 2024 and is expected to be completed in late
Spring 2025. The first amendment of the contract seeks to extend the term of the design contract only, to
get the project through construction.
RECOMMENDATION:
Staff recommends that the City Council take the following actions:
1)Approve the first amendment to the Professional Services Agreement with Page and Turnbull, to
extend the term of the agreement until December 31, 2025; and
2)Authorize the City Manager to prepare and execute the agreement(s), in a form acceptable to the
City Attorney, on behalf of the City.
Approved
City Council
January 21, 2025
Approve First Amendment to PSA for Design Services for Old Schoolhouse
January 21, 2025
Page 2 of 2
ANALYSIS:
P&T has provided architecture/historic architecture services for the rehabilitation and reuse of the “Old
Schoolhouse” building, including research, design, and production of construction drawings and
specifications as required to rehabilitate and restore the Old Schoolhouse in accordance with the
Secretary of the Interior’s Standards for the Treatment of Historic Properties (SOI Standards).
In addition to design development, P&T continue to provide technical assistance through construction,
including reviews of contractor submittals. Due to various construction related delays, the project is now
slated to be completed by the end of Spring 2025. The amendment to the agreement will allow for the
design contact to continue without alteration to the scope of work or contract amount.
FISCAL IMPACT:
There is no change to the awarded contract amount. The total previously approved for professional
services for design and construction administration is not to exceed $375,405. An allowance of $40,000
was also set aside for additional services determined necessary in the design and pre-construction phase,
requiring approval by the City Manager. All project costs will be paid for by state grant funds, made
available through the efforts of Senator Rubio and Assemblymember Rubio. The proposed request was
included in the FY2024-25 approved budget under account 28-10-615-000-7125/61524A-7125.
Prepared by:
Lucy Demirjian
Project Manager
Reviewed and Approved by:
Sergio Gonzalez
City Manager
Attachments:
1) First Amendment to the PSA
2) Professional Services Agreement (PSA) with Page and Turnbull
45635.01000\31368292. 1
CITY OF AZUSA
FIRST AMENDMENT TO
AGREEMENT FOR PROFESSIONAL SERVICES
1. PARTIES AND DATE.
This First Amendment to the Agreement for Professional Services (“First Amendment”) is
entered into on the 21st day of January 2025, by and between the City of Azusa (“City”) and Page
& Turnbull, Inc. (“Consultant”), referred to herein as the “Parties.”
2. RECITALS.
2.1 Agreement. The Parties entered into that certain Agreement for Professional
Services dated May 15, 2023. (“Agreement”).
2.2 First Amendment. The Parties now desire to amend the Agreement in order to
extend the term of the agreement to fully and adequately supply the professional design consulting
services necessary for the Old Schoolhouse Project.
3. TERMS.
3.1.2 Term. Pursuant to Section 3.1.2 of the Agreement, the City hereby exercises the
option to extend the term of the Agreement for one year from December 31, 2024 to December
31, 2025, unless earlier terminated as provided in the Agreement.
45635.01000\31368292. 1
IN WITNESS WHEREOF, the parties have executed this First Amendment to Agreement
on this 21st day of January, 2025.
CITY OF AZUSA PAGE & TURNBULL
By:
Sergio Gonzales City Manager
By:
John D. Lesak Vice President
ATTEST:
By:
Jeffrey Lawrence Cornejo, Jr. City Clerk
APPROVED AS TO FORM:
By:
Best Best & Krieger LLP City Attorney
Assigned by City Clerk’s Oflicc:
CONTRACT NO.
CITY OF AZUSA
PROFESSIONAL SERVICES AGREEMENT
PARTIES AND DATE.1.
This Agreement is made and entered into this 15'’’ day of May, 2023 by and between the
City of Azusa, a municipal coiporation 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
Page & Turnbull, Inc. with its principal place of business at 523 West 6^’’Street - Suite 1013,
Los Angeles, CA, 90014 (“Consultant”). City and Consultant are sometimes individually referred
to herein as “Party” and collectively as “Parties.”
2.RECITALS.
Consultant.
Consultant desires to perform and assume responsibility for the provision of certain
professional services required by the City on the temrs and conditions set forth in this Agreement.
Consultant represents that it is experienced in providing architectural design services to public
clients, is licensed in the State of California, and is familiar with the plans of City.
2.1
2.2 Project.
City desires to engage Consultant to render such services for the rehabilitation and reuse of the
“Old Schoolhouse” building and concept design for the “Historic Row” project (“Project”) as
set forth in this Agreement.
TERMS.3.
Scope of Services and Term.3.1
3.1.1 General Scope of Services. Consultant promises and agrees to lumish to the
City all labor, materials, tools, equipment, services, and incidental and customary work necessaty
to fully and adequately supply the professional design 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 perfonned 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 Terni. The terar of this Agreement shall be from June 12, 2023 to December
31, 2024, unless earlier tenninated as provided herein. Consultant shall complete the Services
within the tenn of this Agreement, and shall meet any other established schedules and deadlines.
The Parties may. by mutual written consent, extend the tenn 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 terni 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: John D. Lesak,
Principal/Vice President.
3.2.5 City’s Representative. The City hereby designates Sergio Gonzalez, City
Manager, 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 John D. Lesak,
Principal/Vice President, 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 perfonn 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 perfonn 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 perfonn 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 and/or modified 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: Emplovee/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
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shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free
and hannless, 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 Refonn 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 confinning 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 perfonnance 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
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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.
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.
(A)
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.
(B)
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 inthis
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.
(C)
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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:
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 (or insurance company
manuscripted equivalent)); (2) Automobile Liability: Insurance Services Office Business Auto
Coverage form number CA 0001, code I (any auto), if Consultant does not have corporately owned
vehicles and therefore would not be able to comply with the “ISO Auto Liability Code
“1” requirement,” Consultant shall provide proof of non-owned and hired auto liability of not
less than $ 1,000,000 combined single limit (bodily injury and property damage) as an endorsement
under the Commercial General Liability policy; 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.
(A)
(B) Minimum Limits of Insurance. Consultant shall maintain
limits no less than: (1) General Liability: $1,000,000 per occurrence for bodily injury, personal
injury and property damage. If Commercial General Liability Insurance or other form with general
aggregate limit is used including, but not limited to, fonn CG 2503 (or equivalent), either the
general aggregate limit shall apply separately to this Agreement/location or the general aggregate
limit shall be twice the required occurrence limit; (2) Automobile Liability: $1,000,000 per
accident for bodily injury and property damage; (3) Workers’ Compensation and Employer’s
Liability: Workers’Compensation limits as required by the Labor Code of the State of California.
Employer’s Liability limits of $1,000,000 per accident for bodily injury or disease. Defense costs
shall be paid in addition to the limits; and (4) Cyber Liability Insurance: $1,000,000 per
occurrence or claim, $1,000,000 aggregate.
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 iscancelled
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
(C)
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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.
Professional liability (errors & omissions) insurance.
CONSULTANT shall maintain professional liability insurance that covers the Services to be
perfomied in connection with this AGREEMENT, in the minimum amount of $1,000,000 per
claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be
before the effective date of this AGREEMENT and CONSULTANT agrees to maintain continuous
coverage through a period no less than three (3) years after completion of the services required by
this AGREEMENT.
3.2.11.3
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:
3.2.11.4
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 anyway.
Notwithstanding the minimum limits set forth in Section 3.2.1 1.2(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).
(A)
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.
(B)
Cyber Liability Insurance. 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 infomiation, 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
(C)
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well as credit monitoring expenses with limits sufficient to respond to these obligations.
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.
(D)
Separation of Insureds; No Special Limitations: Waiver of
Subrogation. All insurance, except professional liability 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.
3.2.11.5
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.
3.2.11.6
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.
3.2.11.7
Acceptability of Insurers. Insurance is to be placed with
insurers with a current A.M. Best’s rating no less than A:VIIl, licensed to do business in California,
and satisfactory to the City.
3.2.11.8
Verification of Coverage. Consultant shall furnish City with
original certificates of insurance and endorsements effecting coverage required by this Agreement
on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall
be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on
fonns provided by the City if requested. All certificates and endorsements must be received and
3.2.11.9
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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.
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.
3.2.11.9
3.2.12 Safety. Consultant shall execute and maintain its work so as to avoidinjury
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.
3.3.11 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 three hundred seventy-five thousand four hundred and five dollars ($375,405) without
written approval of the City Council. Extra Work may be authorized, as described below, and if
authorized, will be compensated at the rates and manner set forth in this Agreement.
3.3.12 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.
3.3.13 Reimbursement for Expenses. Consultant shall not be reimbursed for any
expenses unless authorized in writing by City.
3.3.14 Extra Work. At any time during the tenn of this Agreement, City may
request that Consultant perfonn 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
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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.
3.3.15 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'
“maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is
SI,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.
or
Termination of Agreement.3.4
3.4.11 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 temiination. 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.
3.4.12 Effect of Termination. If this Agreement is tenninated 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.
3.4.13 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.
Ownership of Materials and Confidentiality.3.5
3.5.11 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 Consultanton
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other projects without the City's express written permission. Within thirty (30) days followingthe
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 seven
(7) 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.
3.5.12 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.
3.5.13 Riaht 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 tenns 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.
3.5.14 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 becomeknown,
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.
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General Provisions.3.6
3.6.11 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:
Page & Turnbull, Inc.
523 West 6th Street, Suite 1013
Los Angeles, CA 90014
Contact: John Lesak, Principal/Vice President
City:
City of Azusa
213 E. Foothill Blvd.
Azusa, CA 91702
Attn: City Manager’s Office
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.
3.6.12 Indemnification.
To the fullest extent pennitted by law, Consultant shall
defend (with counsel of Agency’s choosing), indemnify and hold the City, its officials, officers,
employees, volunteers, and agents free and harmless from any and all claims, demands, causes of
action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property
or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to
any acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees,
subcontractors, consultants or agents in connection with the performance of the Consultant’s
Services, the Project or this Agreement, including without limitation the payment of all damages,
expert witness fees and attorney’s fees and other related costs and expenses. Consultant's
obligation to indemnify shall not be restricted to insurance proceeds, if any, received by
Consultant, the City, its officials, officers, employees, agents, or volunteers.
3.6.12.1
If Consultant’s obligation to defend, indemnify, and/or hold
harmless arises out of Consultant’s performance as a “design professional” (as that tenn is defined
under Civil Code section 2782.8), then, and only to the extent required by Civil Code section
2782.8, which is fully incorporated herein, Consultant’s indemnification obligation shall be limited
to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct
of the Consultant, and, upon Consultant obtaining a final adjudication by a court of competent
jurisdiction, Consultant’s liability for such claim, including the cost to defend, shall not exceed the
Consultant’s proportionate percentage of fault.
3.6.12.2
Notwithstanding the foregoing and without diminishing any
rights of City pursuant to the indemnification obligations of Consultant, for any liability, claim,
demand, allegation against City arising out of, related to, or pertaining to any act or omission of
Consultant, but which is not a design professional service. Consultant shall defend, indemnify, and
3.6.12.3
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hold harmless City, its officials, employees, and agents (“Indemnified Parties”) from and against
any and all damages, costs, expenses (including reasonable attorney’s fees and expert witness
fees), judgments, settlements, and/or arbitration awards, whether for personal or bodily injury,
property damage, or economic injury, and arising out of, related to, any concurrent or contributory
negligence on the part of the Agency, except for the sole or active negligence of, or willful
misconduct of the Agency.
3.6.13 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
payment for extra work, disputed work, claims and/or changed conditions, Consultant must
comply with the claim procedures set forth in Govermnent 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.
or
3.6.14 Time of Essence. Time is of the essence for each and every provision of this
Agreement.
3.6.15 City’s Right to Employ Other Consultants. City reserves right to employ
other consultants in connection with this Project.
3.6.16 Successors and Assigns. This Agreement shall be binding on the successors
and assigns of the parties.
3.6.17 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.
3.6.18 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 tenn
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.
3.6.19 Amendment: Modification. No supplement, modification, or amendment of
this Agreement shall be binding unless executed in writing and signed by both Parties.
3.6.20 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,
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or service voluntarily given or performed by a Party shall give the other Party any contractual rights
by custom, estoppel, or otherwise.
3.6.21 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.
3.6.22 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 hill force and effect.
3.6.23 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 tide 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 tenn 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.
3.6.24 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.
3.6.25 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.
3.6.26 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.
3.6.27 Counterparts. This Agreement may be signed in counterparts, each of which
shall constitute an original.
3.6.28 Entire Agreement. This Agreement contains the entire Agreement of the
parties with respect to the subject matter hereof, and supersedes all prior negotiations,
understandings or agreements. This Agreement may only be modified by a writing signed by both
parties.
[Signatures on Next Page]
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PAGE & turn:CITY OF AZUSA
By:
Name: Jojm CY Lesa^
Title: yVice PresidentMayor
ce Comei^^Jr/
City Clerk
Approved as to Fonn:.N
Best Best & Krieger LLP
By:
Name: Carolyn kiemat
Title; Secretary
City Attorney
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