HomeMy WebLinkAboutE-2.1. Approve RFP and Authorize Advertisement and Solicitation of Bids for a Substation Relay Coordination StudyCONSENT ITEM E-2
TO: HONORABLE CHAIRPERSON AND MEMBERS OF THE AZUSA UTILITY BOARD
FROM: TIKAN SINGH, GENERAL MANAGER
DATE: OCTOBER 24, 2022
SUBJECT: APPROVE THE REQUEST FOR PROPOSAL FOR A SYSTEM RELAY
COORDINATION STUDY AND AUTHORIZE THE ADVERTISEMENT AND
SOLICITATION OF BIDS
BACKGROUND:
The relay setting is a set of parameters that is programmed in the relays at the substation to instruct the
circuit breakers to operate accordingly. In order to meet the conditions specified by the circuit protection
scheme, relay setting/instruction has to be properly set/programmed. Due to load growth and
modifications of the distribution system over the past 18 years, all existing relay settings at both
substations need to be adjusted to provide the optimal protection that the system needs. A relay
coordination study is necessary to reevaluate/adjust the settings for all the relays. It is recommended that
the study be performed by a firm who has vast experience in electric system protection. Staff has prepared
the Request for Proposal (“RFP”) to solicit bids for the relay coordination study. The recommended action
will approve the RFP and authorize the solicitation of its bids.
RECOMMENDATION:
Staff recommends the Utility Board take the following action:
1) Approve the Request for Proposal; and
2)Authorize the advertisement and solicitation of bids for the substation relay coordination study.
ANALYSIS:
The previous relay coordination study was completed 18 years ago. Since then, the electric distribution
system has undergone significant changes and modifications. Specifically, the distribution system has
acquired additional loads such as Rosedale, Target, Gold Line, OneLegacy, and the Orchard. In addition,
Azusa Light & Water (“ALW”) has reconfigured multiple circuits to balance the loads across the system.
The new relay coordination study is needed to evaluate existing protection settings and to provide any
improvement necessary to maintain a safe and reliable electrical system.
Approved
Utility Board
10/24/2022
Approve RFP and Authorize Advertisement and Solicitation of Bids for Substation Relay Coordination Study
Oct 24, 2022
Page 2 of 2
Staff is seeking an approval of the Request for Proposal and authorization to solicit bids for the Relay
Coordination Study.
FISCAL IMPACT:
Funding for this project is budgeted for under the Special Study Account No. 33-40-735-880-6340.
Prepared by: Reviewed and Approved:
Manuel Garcia, P.E. Hien Vuong
Sr. Electrical Engineer Assistant General Manager
Electric Operations
Reviewed and Approved:
Tikan Singh
General Manager
Reviewed and Approved:
Sergio Gonzalez
City Manager
Attachments:
1) Request for Proposal for Relay Coordination Study
REQUEST FOR PROPOSAL (RFP) FOR ENGINEERING SERVICES
TO PERFORM RELAY COORDINATION STUDY AT
AZUSA AND KIRKWALL SUBSTATIONS
PROJECT L-2022RC
OCTOBER 24, 2022
PREPARED BY:
AZUSA LIGHT & WATER
(ALW)
729 N. AZUSA AVENUE
AZUSA, CA 91702
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TABLE OF CONTENTS
1. INTRODUCTION AND BACKGROUND ........................................................................ 3
2. PROPOSAL GUIDELINES .......................................................................................... 3
3. PROJECT PURPOSE AND DESCRIPTION ..................................................................... 4
4. PROJECT SCOPE ......................................................................................................... 4
5. REQUEST FOR PROPOSAL AND PROJECT TIMELINE ............................................. 5
6. BUDGET ....................................................................................................................... 6
7. PROPOSAL EVALUATION CRITERIA .......................................................................... 6
8. PROPOSAL REQUIREMENTS AND SUBMISSION ...................................................... 6
ATTACHMENTS……………………………………………………………………….. 1
BID PROPOSAL………………………………………………………………………... 1
BIDDER INFORMATION……………………………………………………………... 2
NON-COLLUSION AFFIDAVIT……………………………………………………… 5
PROFESSIONAL SERVICES AGREEMENT………………………………………… 7
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1. INTRODUCTION AND BACKGROUND
The City of Azusa, through its Light and Water Department (ALW), is currently accepting
proposals to provide engineering services to perform relay coordination study at Azusa
and Kirkwall Substations.
The purpose of this Request for Proposal (RFP) is to solicit proposals from various
candidate vendors, conduct a fair and extensive evaluation based on criteria listed herein,
and select the candidate who best provides the most value in accordance with the scope
specified by ALW.
ALW is a small municipal utility company, which serves water and power utilities to all
customers within 9 square miles of the City limits. The Electric division serves
approximately 16,000 customers from two Substations: Azusa and Kirkwall. There are 16
main feeders and 2 bus tie breakers in the Azusa Substation and 4 feeders, 1 transfer breaker,
1 cap bank breaker and 2 main breakers in the Kirkwall Substation. Due to load growth
over the past few years and future growth, ALW is requesting a licensed engineer to
perform a relay coordination study for both Azusa and Kirkwall Substations and provide
their recommendation for optimal relay settings.
2. PROPOSAL GUIDELINES
This Request for Proposal represents the requirements for an open and competitive
process. Proposals shall be accepted until 10 AM PST November 29, 2022. Any proposals
received after this date and time shall be returned to the sender. All proposals must be
signed by an official agent or representative of the company submitting the proposal.
If the organization submitting a proposal must outsource or contract any work to meet the
requirements contained herein, this must be clearly stated in the proposal. Additionally,
all costs included in proposals must be all-inclusive to include any outsourced or contracted
work. Any proposals, which call for outsourcing or contracting work, must include a name
and description of the organizations being contracted.
All costs must be itemized per the Bid Proposal Sheet in the attachments of this specification
to include an explanation of all fees and costs.
Contract terms and conditions shall be negotiated upon selection of the winning bidder for
this RFP. All contractual terms and conditions shall be subject to review by City of Azusa's
legal counsel and shall include scope, budget, schedule, and other necessary items
pertaining to the project.
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3. PROJECT PURPOSE AND DESCRIPTION
The purpose of this project is as follows:
ALW has reconfigured multiple circuits to accommodate increased load throughout the
City of Azusa since the last relay coordination study was performed 18 years ago. With
the circuit reconfigurations and the growth in load, it is necessary to perform an updated
relay coordination study to verify and validate breaker relay settings are not too sensitive
in order to avoid nuisance tripping but are reliable and selective enough to safely isolate
the fault. Optimal relay settings will help prevent human injury, protect equipment from
damage and ensure continuity of service to prevent extended outages. The Single Line
Diagrams for Azusa Substation and Kirkwall Substation are attached for reference.
Project Description:
ALW is seeking a professional engineering service vendor to perform relay coordination
study for Azusa and Kirkwall Substations. Reliability, selectivity, speed of operation,
simplicity and sensitivity are all key components that shall be evaluated during the relay
coordination study. The relay settings for both substations shall be reviewed. The licensed
engineering firm shall provide recommendations for optimal relay settings and provide
any recommendations for improvements to ensure a safe and reliable operating electrical
protection system.
4. PROJECT SCOPE
Successful bidder shall perform the following tasks:
i. Engineering Services
Review existing substations operational philosophy. Perform relay coordination study for
Azusa and Kirkwall Substations and provide optimal relay settings. The relay coordination
study shall evaluate the complete feeder including but not limited to downstream fuses,
capacitor banks, cables and transformers to ensure proper coordination and protection of
existing equipment. The study shall evaluate trip curves, time delays, pickup settings,
thermal curves and all necessary components to complete a thorough study. In addition to
feeder protection, the bus differential and transformer differential relay settings shall be
evaluated at the Kirkwall Substation. Contractor shall submit relay coordination study
report to ALW for review and approval. Contractor shall review existing relay settings at
Azusa and Kirkwall Substation and compare to optimal relay settings recommended in the
study. Provide Engineer recommendations on modifications and improvements to relay
settings.
Azusa Substation:
• 16 Feeder Breakers (SEL 351A Main Relay and SEL501 Backup Relay Protection)
• 2 Bus Tie Breakers (SEL 351A Main Relay Protection)
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Kirkwall Substation:
• 2 Main Breakers (Siemens 7UT85 Main Relay and SEL 501 Backup Relay)
• 1 Bus Differential Relay (Siemens 7SJ85)
• 4 Feeder Breakers (Siemens 7SJ85 Main Relay and SEL 551 Backup Relay)
• 1 Transfer Breaker (Siemens 7SJ85 Main Relay and SEL 551 Backup Relay)
• 1 Cap Bank Breaker (Siemens 7SJ85 Main Relay and SEL 551 Backup Relay)
All documents shall be reviewed and approved by a Professional Engineers licensed in the
State of California. Bidder shall provide native models and files at the completion of the
project.
A 90% submittal is required to review relay coordination study and incorporate input from
ALW. Submittal will include:
• Any Model’s utilized for the study
• Relay Coordination Study Report
The selected firms project Manager will schedule, attend and document the following
meetings at the City of Azusa defined location.
• One (1) Project Kickoff Meeting
• One (1) 90% Review Meeting
• One (1) Final Review Meeting
5. REQUEST FOR PROPOSAL AND PROJECT TIMELINE
Request for Proposal Timeline:
All proposals in response to this RFP are due no later than 10 AM PST on November 29,
2022.
Evaluation of proposals shall be conducted from November 30, 2022 until December 14,
2022. If additional information or discussions are needed with any bidders during this two-
week window, the bidder(s) shall be notified.
The selection decision for the successful bidder shall be made just prior to December 19,
2022. During the City Council meeting on December 19, 2022, successful bidder shall be
recommended to the Board.
Upon Board's approval of the successful bidder, selected bidders shall be notified, the
contract negotiation between selected firm and ALW shall begin immediately.
Notifications to bidders who were not selected shall be made after Januarys Utility Boards
meeting.
Project Timeline:
Project shall be completed by 120 calendar days after notice to proceed.
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6. BUDGET
Bidders shall include in the proposal a budget schedule. On this schedule, provide line-
by-line items of time and labor budget for this project.
NOTE: All costs and fees must be clearly described in each proposal.
7. PROPOSAL EVALUATION CRITERIA
ALW shall evaluate all proposals based on the following criteria. To ensure consideration
for this Request for Proposal, your proposal should be complete and include all of the
following criteria:
• Overall proposal suitability: proposed solution(s) must meet the scope and needs included
herein and be presented in a clear and organized manner
• Organizational Experience: Bidders shall be evaluated on their experience as it pertains
to the scope of this project, including the successful completion of similar projects,
references from previous clients, and key personnel to be assigned to the project
• Value and Cost to City: Bidders shall be evaluated on their solution(s) based on the work
to be performed in accordance with the scope of this project
• Project Schedule: Bidders shall be evaluated on the proposed project schedule and their
ability to complete the project on schedule
• Technical Expertise and Experience: Bidders must provide descriptions and
documentation of staff technical expertise and experience
8. PROPOSAL REQUIREMENTS AND SUBMISSION
Each bidder must submit three (3) sealed proposals of their proposal to the address
below on or before 10 AM PST on November 29th, 2022:
Att: Manny Garcia – Sr. Electrical Engineer
Azusa Light & Water
729 N. Azusa Ave
Azusa, CA 91702
Bidder's proposal shall include all of the following elements:
1. Bid Proposal
2. Bidder Information Sheet
3. Non-Collusion Affidavit
4. Fixed price bid for the project scope of work, including a detailed budget schedule
5. Detailed project schedule
6. List of references for similar projects recently completed, including client
contacts that may be contacted by Azusa
7. List of key personnel to be assigned to the project, including qualifications
ATTACHMENTS
BID PROPOSAL
ITEM #
DESCRIPTION COST OF
SERVICES
TASK LUMP SUM PER
TASK
1 RELAY COORDINATION STUDY $
TOTAL (TASKS 1) $
EMPLOYEE
CATAGORY
JOB DESCRIPTION ESTIMATED
HOURS
RATE EXTENDED
TOTAL
A PROJECT MANAGER $ $
B PRINCIPLE ENGINEER $ $
C LEAD ENGINEER $ $
D ADMINISTRATOR $ $
E SUBCONTRACTOR
(IDENTIFY SCOPE) $
TOTAL (ITEMS A-E) $
Bidder's Initials _
BIDDER INFORMATION
The bidder is required to supply the following information. Additional sheets may be
attached if necessary. If requested by the City, the bidder shall furnish a notarized financial
statement, references, and other information, sufficiently comprehensive to permit an
appraisal of his current financial condition.
1. Address _________________________________________________________________
2. Telephone _______________________________________________________________
3. Type of Firm Individual ( ) Partnership ( ) Corporation ( )
4. Corporation organized under the laws of the State of ______________________________
5. Professional Engineer License State__________ License No. _________________
6. Professional Engineer License: Expiration Date _______________________________
7. Names and Titles of all officers of the firm _____________________________________
________________________________________________________________________
8. Number of years of experience in projects of this type _____________________________
9. Three projects of this type recently completed:
Contract
Amount
Type of
Project
Date
Completed
Name and Telephone Number
of Owner
$
$
$
Bidder's Initials
10. References:
The bidder is required to state what work of a similar character to that included in the proposed
contract he/she has successfully performed and give references to verify responsibility,
experience, skill, and business and financial standing. Minimum 3 references shall be provided.
Additional numbered pages outlining this portion of the proposal may be attached to this page.
Reference 1
Project Name:
Type of Work:
Year Completed:
Contract Amount:
Name I Address of
Owner I Agency:
Reference Contact: Name:
Tel:
Title:
Reference 2
Project Name:
Type of Work:
Year Completed:
Contract Amount:
Name I Address of
Owner I Agency:
Reference Contact: Name:
Tel:
Title:
Bidder's Initials
Reference 3
Project Name:
Type of Work:
Year Completed:
Contract Amount:
Name I Address of
Owner I Agency:
Reference Contact: Name:
Tel:
Title:
NON-COLLUSION AFFIDAVIT
I, ___________________________________, being first duly sworn, deposes and says
that he/she is _________________________of the party making the
attached bid; that the bid is not made in the interest of, or on behalf of, any undisclosed person,
partnership, company, association, organization, or corporation; that the bid is genuine and not
collusive or sham; that the bidder has not directly or indirectly induced or solicited any other
bidder to put in a false or sham bid, and has not directly or indirectly colluded, conspired,
connived, or agreed with any bidder or anyone else to put in a sham bid, or that anyone shall
refrain from bidding; that the bidder has not in any manner, directly or indirectly, sought by
agreement, communication, or conference with anyone to fix the bid price of the bidder or any
other bidder, or to fix any overhead, profit, or cost element of the bid price, or of that of any
other bidder, or to secure any advantage against the public body awarding the contract of anyone
interested in the proposed contract; that all statements contained in the bid are true; and, further,
that the bidder has not, directly or indirectly, submitted his or her bid price or any breakdown
thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will
not pay, any fee to any corporation, partnership, company association, organization, bid
depository, or to any member or agent thereof to effectuate a collusive or sham bid.
I certify (or declare) under penalty of perjury under the laws of the State of California
that the foregoing is true and correct.
Name of Bidder _____________________________________
Signature __________________________________________
Name _____________________________________________
Title ______________________________________________
Date ______________________________________________
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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 $0; ALSO DELETE “AND
LIQUIDATED DAMAGES” FROM TITLE OF SECTION***]Pursuant to Government Code
Section 53069.85, Consultant shall pay to the City as fixed and liquidated damages the sum of
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[***INSERT WRITTEN DOLLAR AMOUNT***] Dollars ($[***INSERT NUMERICAL
DOLLAR AMOUNT***]) per day for each and every calendar day of delay beyond the 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,
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sub-subcontractors or subconsultants to meet any of the requirements provided for in Sections
3.2.10.1 or 3.2.10.2; (2) any misrepresentation or material omission concerning compliance with such
requirements (including in those verifications provided to the Consultant under Section 3.2.10.2); or
(3) failure to immediately remove from the Project any person found not to be in compliance with such
requirements.
3.2.10.4 Labor Certification. By its signature hereunder, Consultant
certifies that it is aware of the provisions of Section 3700 of the California Labor Code which
require every employer to be insured against liability for Workers’ Compensation or to undertake
self-insurance in accordance with the provisions of that Code, and agrees to comply with such
provisions before commencing the performance of the Services.
3.2.10.5 Equal Opportunity Employment. Consultant represents that
it is an equal opportunity employer and it shall not discriminate against any subconsultant,
employee or applicant for employment because of race, religion, color, national origin, handicap,
ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities
related to initial employment, upgrading, demotion, transfer, recruitment or recruitment
advertising, layoff or termination. Consultant shall also comply with all relevant provisions of
City’s Minority Business Enterprise program, Affirmative Action Plan or other related programs
or guidelines currently in effect or hereinafter enacted.
3.2.10.6 Air Quality. To the extent applicable, Consultant must fully
comply with all applicable laws, rules and regulations in furnishing or using equipment and/or
providing services, including, but not limited to, emissions limits and permitting requirements
imposed by the South Coast Air Quality Management District (SCAQMD) and/or California Air
Resources Board (CARB). Although the SCAQMD and CARB limits and requirements are more
broad, Consultant shall specifically be aware of their application to "portable equipment", which
definition is considered by SCAQMD and CARB to include any item of equipment with a fuel-
powered engine. Consultant shall indemnify City against any fines or penalties imposed by
SCAQMD, CARB, or any other governmental or regulatory agency for violations of applicable
laws, rules and/or regulations by Consultant, its subconsultants, or others for whom Consultant is
responsible under its indemnity obligations provided for in this Agreement.
3.2.10.7 Water Quality.
(A) Management and Compliance. To the extent applicable,
Consultant’s Services must account for, and fully comply with, all local, state and federal laws,
rules and regulations that may impact water quality compliance, including, without limitation, all
applicable provisions of the Federal Water Pollution Control Act (33 U.S.C. §§ 1300); the
California Porter-Cologne Water Quality Control Act (Cal Water Code §§ 13000-14950); laws,
rules and regulations of the Environmental Protection Agency, the State Water Resources Control
Board and the Santa Ana Regional Water Quality Control Board; the City’s ordinances regulating
discharges of storm water; and any and all regulations, policies, or permits issued
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pursuant to any such authority regulating the discharge of pollutants, as that term is used in the
Porter-Cologne Water Quality Control Act, to any ground or surface water in the State.
(B) Liability for Non-compliance. Failure to comply with the
laws, regulations and policies described in this Section is a violation of law that may subject
Consultant or City to penalties, fines, or additional regulatory requirements. Consultant shall
defend, indemnify and hold the City, its directors, officials, officers, employees, volunteers and
agents free and harmless, pursuant to the indemnification provisions of this Agreement, from and
against any and all fines, penalties, claims or other regulatory requirements imposed as a result of
Consultant’s non-compliance with the laws, regulations and policies described in this Section,
unless such non-compliance is the result of the sole established negligence, willful misconduct or
active negligence of the City, its officials, officers, agents, employees or authorized volunteers.
(C) Training. In addition to any other standard of care
requirements set forth in this Agreement, Consultant warrants that all employees and
subcontractors shall have sufficient skill and experience to perform the Services assigned to them
without impacting water quality in violation of the laws, regulations and policies described in this
Section. Consultant further warrants that it, its employees and subcontractors will receive adequate
training, as determined by City, regarding the requirements of the laws, regulations and policies
described in this Section as they may relate to the Services provided under this Agreement. Upon
request, City will provide Consultant with a list of training programs that meet the requirements
of this paragraph.
3.2.11 Insurance.
3.2.11.1 Time for Compliance. Consultant shall not commence
Services under this Agreement until it has provided evidence satisfactory to the City that it has
secured all insurance required under this section. In addition, Consultant shall not allow any
subcontractor to commence work on any subcontract until it has provided evidence satisfactory to
the City that the subcontractor has secured all insurance required under this section.
3.2.11.2 Minimum Requirements. Consultant shall, at its expense,
procure and maintain for the duration of the Agreement insurance against claims for injuries to
persons or damages to property which may arise from or in connection with the performance of
the Agreement by the Consultant, its agents, representatives, employees or subcontractors.
Consultant shall also require all of its subcontractors to procure and maintain the same insurance
for the duration of the Agreement. Such insurance shall meet at least the following minimum levels
of coverage:
(A) Minimum Scope of Insurance. Coverage shall be at least as
broad as the latest version of the following: (1) General Liability: Insurance Services Office
Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability:
Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); and
(3) Workers’ Compensation and Employer’s Liability: Workers’ Compensation insurance as
required by the State of California and Employer’s Liability Insurance. The policy shall not
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contain any exclusion contrary to the Agreement, including but not limited to endorsements or
provisions limiting coverage for (1) contractual liability (including but not limited to ISO CG 24
26 or 21 29); or (2) cross liability for claims or suits by one insured against another.
(B) Minimum Limits of Insurance. Consultant shall maintain
limits no less than: (1) General Liability: [CONTACT RISK MANAGEMENT TO CONFIRM AMOUNT;
TYPICAL MINIMUM IS $1 MILLION, BUT AMOUNT OF INSURANCE REQUIRED DEPENDS ON NATURE OF
CONTRACT AND RISK TO CITY]$1,000,000 per occurrence for bodily injury, personal injury and
property damage. If Commercial General Liability Insurance or other form with general aggregate
limit is used including, but not limited to, form CG 2503, either the general aggregate limit shall
apply separately to this Agreement/location or the general aggregate limit shall be twice the
required occurrence limit; (2) Automobile Liability: [CONTACT RISK MANAGEMENT TO CONFIRM
AMOUNT; TYPICAL MINIMUM IS $1 MILLION, BUT AMOUNT OF INSURANCE REQUIRED DEPENDS ON
NATURE OF CONTRACT AND RISK TO CITY] $1,000,000 per accident for bodily injury and property
damage; 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
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approved by the City to add the following provisions to the insurance policies:
(A) General Liability. The general liability policy shall include
or be endorsed (amended) to state that: (1) using ISO CG forms 20 10 and 20 37, or endorsements
providing the exact same coverage, the City of Azusa, its directors, officials, officers, employees,
agents and volunteers shall be covered as additional insured with respect to the Services or ongoing
and complete operations performed by or on behalf of the Consultant, including materials, parts or
equipment furnished in connection with such work; and (2) using ISO form 20 01, or endorsements
providing the exact same coverage, the insurance coverage shall be primary insurance as respects
the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand
in an unbroken chain of coverage excess of the Consultant’s scheduled underlying coverage. Any
excess insurance shall contain a provision that such coverage shall also apply on a primary and
noncontributory basis for the benefit of the City, before the City’s own primary insurance or self-
insurance shall be called upon to protect it as a named insured. Any insurance or self-insurance
maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be
excess of the Consultant’s insurance and shall not be called upon to contribute with it in any way.
Notwithstanding the minimum limits set forth in Section 3.2.11.2(B), any available insurance
proceeds in excess of the specified minimum limits of coverage shall be available to the parties
required to be named as additional insureds pursuant to this Section 3.2.11.4(A).
(B) Automobile Liability. The automobile liability policy shall
include or be endorsed (amended) to state that: (1) the City, its directors, officials, officers,
employees, agents and volunteers shall be covered as additional insureds with respect to the
ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or
borrowed by the Consultant or for which the Consultant is responsible; and (2) the insurance
coverage shall be primary insurance as respects the City, its directors, officials, officers,
employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess
of the Consultant’s scheduled underlying coverage. Any insurance or self-insurance maintained
by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of
the Consultant’s insurance and shall not be called upon to contribute with it in any way.
Notwithstanding the minimum limits set forth in Section 3.2.11.2(B), any available insurance
proceeds in excess of the specified minimum limits of coverage shall be available to the parties
required to be named as additional insureds pursuant to this Section 3.2.11.4(B).
(C) Workers’ Compensation and Employers’ Liability
Coverage. The insurer shall agree to waive all rights of subrogation against the City, its directors,
officials, officers, employees, agents and volunteers for losses paid under the terms of the
insurance policy which arise from work performed by the Consultant.
(D) 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,
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shall not affect coverage provided to the City, its directors, officials, officers, employees, agents and
volunteers. Any failure to comply with reporting or other provisions of the policies including breaches
of warranties shall not affect coverage provided to the City, its officials, officers, employees, agents
and volunteers, or any other additional insureds.
3.2.11.5 Separation of Insureds; No Special Limitations; Waiver of
Subrogation. All insurance required by this Section shall contain standard separation of insureds
provisions. In addition, such insurance shall not contain any special limitations on the scope of
protection afforded to the City, its directors, officials, officers, employees, agents and volunteers.
All policies shall waive any right of subrogation of the insurer against the City, its officials,
officers, employees, agents, and volunteers, or any other additional insureds, or shall specifically
allow Consultant or others providing insurance evidence in compliance with these specifications
to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery
against City, its officials, officers, employees, agents, and volunteers, or any other additional
insureds, and shall require similar written express waivers and insurance clauses from each of its
subconsultants.
3.2.11.6 Deductibles and Self-Insurance Retentions. Any deductibles
or self-insured retentions must be declared to and approved by the City. Consultant shall guarantee
that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or
self-insured retentions as respects the City, its directors, officials, officers, employees, agents and
volunteers; or (2) the Consultant shall procure a bond guaranteeing payment of losses and related
investigation costs, claims and administrative and defense expenses.
3.2.11.7 Subconsultant Insurance Requirements. Consultant shall not
allow any subconsultants to commence work on any subcontract relating to the work under the
Agreement until they have provided evidence satisfactory to the City that they have secured all
insurance required under this Section. If requested by Consultant, the City may approve different
scopes or minimum limits of insurance for particular subconsultants. The Consultant and the City
shall be named as additional insureds on all subconsultants’ policies of Commercial General
Liability using ISO form 20 38, or coverage at least as broad.
3.2.11.8 Acceptability of Insurers. Insurance is to be placed with
insurers with a current A.M. Best’s rating no less than A:VIII, licensed to do business in California,
and satisfactory to the City.
3.2.11.9 Verification of Coverage. Consultant shall furnish City with
original certificates of insurance and endorsements effecting coverage required by this Agreement
on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall
be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on
forms provided by the City if requested. All certificates and endorsements must be received and
approved by the City before work commences. The City reserves the right to require complete,
certified copies of all required insurance policies, at any time.
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3.2.11.9 Reporting of Claims. Consultant shall report to the City, in
addition to Consultant’s insurer, any and all insurance claims submitted by Consultant in connection
with the Services under this Agreement.
3.2.12 Safety. Consultant shall execute and maintain its work so as to avoid injury
or damage to any person or property. In carrying out its Services, the Consultant shall at all times
be in compliance with all applicable local, state and federal laws, rules and regulations, and shall
exercise all necessary precautions for the safety of employees appropriate to the nature of the work
and the conditions under which the work is to be performed. Safety precautions as applicable shall
include, but shall not be limited to: (A) adequate life protection and life saving equipment and
procedures; (B) instructions in accident prevention for all employees and subcontractors, such as
safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures,
trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are
necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the
proper inspection and maintenance of all safety measures.
3.2.13 Accounting Records. Consultant shall maintain complete and accurate
records with respect to all costs and expenses incurred under this Agreement. All such records
shall be clearly identifiable. Consultant shall allow a representative of City during normal business
hours to examine, audit, and make transcripts or copies of such records and any other documents
created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents,
proceedings, and activities related to the Agreement for a period of three (3) years from the date
of final payment under this Agreement.
3.3 Fees and Payments.
3.3.1 Compensation. Consultant shall receive compensation, including
authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in
Exhibit “C” attached hereto and incorporated herein by reference. The total compensation shall
not exceed [INSERT WRITTEN DOLLAR AMOUNT] ($[INSERT NUMERICAL DOLLAR AMOUNT]) without
written approval of the City Manager [REPLACE ‘CITY MANAGER’ WITH ‘CITY COUNCIL’ FOR
AMOUNTS OVER $10,000]. Extra Work may be authorized, as described below, and if authorized,
will be compensated at the rates and manner set forth in this Agreement.
3.3.2 Payment of Compensation. Consultant shall submit to City a monthly
itemized statement which indicates work completed and hours of Services rendered by Consultant.
The statement shall describe the amount of Services and supplies provided since the initial
commencement date, or since the start of the subsequent billing periods, as appropriate, through
the date of the statement. City shall, within 45 days of receiving such statement, review the
statement and pay all approved charges thereon.
3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any
expenses unless authorized in writing by City.
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3.3.4 Extra Work. At any time during the term of this Agreement, City may
request that Consultant perform Extra Work. As used herein, “Extra Work” means any work which
is determined by City to be necessary for the proper completion of the Project, but which the parties
did not reasonably anticipate would be necessary at the execution of this Agreement. Consultant
shall not perform, nor be compensated for, Extra Work without written authorization from City’s
Representative.
3.3.5 Prevailing Wages. Consultant is aware of the requirements of California
Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations,
Title 8, Section 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.
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3.5.1 Documents & Data; Licensing of Intellectual Property. This Agreement creates a non-exclusive
and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights,
designs, and other intellectual property embodied in plans, specifications, studies, drawings,
estimates, and other documents or works of authorship fixed in any tangible medium of expression,
including but not limited to, physical drawings or data magnetically or otherwise recorded on
computer diskettes, which are prepared or caused to be prepared by Consultant under this
Agreement (“Documents & Data”). All Documents & Data shall be and remain the property of
City, and shall not be used in whole or in substantial part by Consultant on other projects without
the City's express written permission. Within thirty (30) days following the completion,
suspension, abandonment or termination of this Agreement, Consultant shall provide to City
reproducible copies of all Documents & Data, in a form and amount required by City. City reserves
the right to select the method of document reproduction and to establish where the reproduction
will be accomplished. The reproduction expense shall be borne by City at the actual cost of
duplication. In the event of a dispute regarding the amount of compensation to which the
Consultant is entitled under the termination provisions of this Agreement, Consultant shall provide
all Documents & Data to City upon payment of the undisputed amount. Consultant shall have no
right to retain or fail to provide to City any such documents pending resolution of the dispute. In
addition, Consultant shall retain copies of all Documents & Data on file for a minimum of fifteen
(15) years following completion of the Project, and shall make copies available to City upon the
payment of actual reasonable duplication costs. Before destroying the Documents & Data
following this retention period, Consultant shall make a reasonable effort to notify City and
provide City with the opportunity to obtain the documents.
3.5.2 Subcontractors. Consultant shall require all subcontractors to agree in
writing that City is granted a non-exclusive and perpetual license for any Documents & Data the
subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant
has the legal right to license any and all Documents & Data. Consultant makes no such
representation and warranty in regard to Documents & Data which were prepared by design
professionals other than Consultant or its subcontractors, or those provided to Consultant by the
City.
3.5.3 Right to Use. City shall not be limited in any way in its use or reuse of the
Documents and Data or any part of them at any time for purposes of this Project or another project,
provided that any such use not within the purposes intended by this Agreement or on a project
other than this Project without employing the services of Consultant shall be at City’s sole risk. If
City uses or reuses the Documents & Data on any project other than this Project, it shall remove
the Consultant’s seal from the Documents & Data and indemnify and hold harmless Consultant
and its officers, directors, agents and employees from claims arising out of the negligent use or re-
use of the Documents & Data on such other project. Consultant shall be responsible and liable for
its Documents & Data, pursuant to the terms of this Agreement, only with respect to the condition
of the Documents & Data at the time they are provided to the City upon completion, suspension,
abandonment or termination. Consultant shall not be responsible or liable for any revisions to the
Documents & Data made by any party other than Consultant, a
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party for whom the Consultant is legally responsible or liable, or anyone approved by the Consultant.
3.5.4 Indemnification. Consultant shall defend, indemnify and hold the City, its
directors, officials, officers, employees, volunteers and agents free and harmless, pursuant to the
indemnification provisions of this Agreement, for any alleged infringement of any patent,
copyright, trade secret, trade name, trademark, or any other proprietary right of any person or entity
in consequence of the use on the Project by City of the Documents & Data, including any method,
process, product, or concept specified or depicted.
3.5.5 Confidentiality. All Documents & Data either created by or provided to
Consultant in connection with the performance of this Agreement shall be held confidential by
Consultant. All Documents & Data shall not, without the prior written consent of City, be used or
reproduced by Consultant for any purposes other than the performance of the Services. Consultant
shall not disclose, cause or facilitate the disclosure of the Documents & Data to any person or
entity not connected with the performance of the Services or the Project. Nothing furnished to
Consultant which is otherwise known to Consultant or is generally known, or has become known,
to the related industry shall be deemed confidential. Consultant shall not use City’s name or
insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in
any magazine, trade paper, newspaper, television or radio production or other similar medium
without the prior written consent of City.
3.6 General Provisions.
3.6.1 Delivery of Notices. All notices permitted or required under this Agreement
shall be given to the respective parties at the following address, or at such
other address as the respective parties may provide in writing for this
purpose:
Consultant:
[***INSERT NAME, ADDRESS & CONTACT PERSON***]
City:
City of Azusa
213 E. Foothill Blvd.
Azusa, CA 91702
Attn: [***INSERT NAME & DEPARTMENT***]
Such notice shall be deemed made when personally delivered or when mailed, forty-
eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at
its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred,
regardless of the method of service.
3.6.2 Indemnification.
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3.6.2.1 Scope of Indemnity. To the fullest extent permitted by law,
Consultant shall defend, indemnify and hold the City, its directors, officials, officers, employees,
volunteers and agents free and harmless from any and all claims, demands, causes of action, costs,
expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons,
including wrongful death, in any manner arising out of, pertaining to, or incident to any alleged
acts, errors or omissions of Consultant, its officials, officers, employees, subcontractors,
consultants or agents in connection with the performance of the Consultant’s Services, the Project
or this Agreement, including without limitation the payment of all consequential damages, expert
witness fees and attorneys fees and other related costs and expenses. Notwithstanding the
foregoing, to the extent Consultant's Services are subject to Civil Code Section 2782.8, the above
indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise
out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant.
3.6.2.2 Additional Indemnity Obligations. Consultant shall defend, with
legal counsel chosen by City, at Consultant’s own cost, expense and risk, any and all claims,
actions or other proceedings of every kind covered by Section 3.6.2.1 that may be brought or
instituted against City or its directors, officials, officers, employees, volunteers and agents.
Consultant shall pay and satisfy any judgment, award or decree that may be rendered against City
or its directors, officials, officers, employees, volunteers and agents as party of any such claim,
suit, action or other proceeding. Consultant shall also reimburse City for the cost of any settlement
paid by City or its directors, officials, officers, employees, agents, or volunteers as part of any such
claim, suit, action or other proceeding. Such reimbursement shall include payment for City’s
attorneys’ fees and costs, including expert witness fees. Consultant shall reimburse City and its
directors, officials, officers, employees, agents, and/or volunteers, for any and all legal expenses
and costs incurred by each of them in connection therewith or in enforcing the indemnity herein
provided. Consultant’s obligation to indemnify shall survive expiration or termination of this
Agreement and shall not be restricted to insurance proceeds, if any, received by the City, its
directors, officials officers, employees, agents, or volunteers.
3.6.3 Governing Law; Government Code Claim Compliance. This Agreement
shall be governed by the laws of the State of California. Venue shall be in Los Angeles County. In
addition to any and all contract requirements pertaining to notices of and requests for compensation
or payment for extra work, disputed work, claims and/or changed conditions, Consultant must
comply with the claim procedures set forth in Government Code sections 900 et seq. prior to filing
any lawsuit against the City. Such Government Code claims and any subsequent lawsuit based
upon the Government Code claims shall be limited to those matters that remain unresolved after
all procedures pertaining to extra work, disputed work, claims, and/or changed conditions have
been followed by Consultant. If no such Government Code claim is submitted, or if any
prerequisite contractual requirements are not otherwise satisfied as specified herein, Consultant
shall be barred from bringing and maintaining a valid lawsuit against the City.
3.6.4 Time of Essence. Time is of the essence for each and every provision of this
Agreement.
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3.6.5 City’s Right to Employ Other Consultants. City reserves right to employ
other consultants in connection with this Project.
3.6.6 Successors and Assigns. This Agreement shall be binding on the successors
and assigns of the parties.
3.6.7 Assignment or Transfer. Consultant shall not assign, hypothecate, or
transfer, either directly or by operation of law, this Agreement or any interest herein without the
prior written consent of the City. Any attempt to do so shall be null and void, and any assignees,
hypothecates or transferees shall acquire no right or interest by reason of such attempted
assignment, hypothecation or transfer.
3.6.8 Construction; References; Captions. Since the Parties or their agents have
participated fully in the preparation of this Agreement, the language of this Agreement shall be
construed simply, according to its fair meaning, and not strictly for or against any Party. Any term
referencing time, days or period for performance shall be deemed calendar days and not work days.
All references to Consultant include all personnel, employees, agents, and subcontractors of
Consultant, except as otherwise specified in this Agreement. All references to City include its
elected officials, officers, employees, agents, and volunteers except as otherwise specified in this
Agreement. The captions of the various articles and paragraphs are for convenience and ease of
reference only, and do not define, limit, augment, or describe the scope, content, or intent of this
Agreement.
3.6.9 Amendment; Modification. No supplement, modification, or amendment of
this Agreement shall be binding unless executed in writing and signed by both Parties.
3.6.10 Waiver. No waiver of any default shall constitute a waiver of any other
default or breach, whether of the same or other covenant or condition. No waiver, benefit,
privilege, or service voluntarily given or performed by a Party shall give the other Party any
contractual rights by custom, estoppel, or otherwise.
3.6.11 No Third Party Beneficiaries. Except to the extent expressly provided for in
Section 3.6.7, there are no intended third party beneficiaries of any right or obligation assumed by
the Parties.
3.6.12 Invalidity; Severability. If any portion of this Agreement is declared invalid,
illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions
shall continue in full force and effect.
3.6.13 Prohibited Interests. Consultant maintains and warrants that it has not
employed nor retained any company or person, other than a bona fide employee working solely
for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid
nor has it agreed to pay any company or person, other than a bona fide employee working solely
for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration
contingent upon or resulting from the award or making of this Agreement. Consultant further
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agrees to file, or shall cause its employees or subconsultants to file, a Statement of Economic Interest
with the City’s Filing Officer as required under state law in the performance of the Services. For breach
or violation of this warranty, City shall have the right to rescind this Agreement without liability. For
the term of this Agreement, no member, officer or employee of City, during the term of his or her
service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated
material benefit arising therefrom.
3.6.14 Cooperation; Further Acts. The Parties shall fully cooperate with one
another, and shall take any additional acts or sign any additional documents as may be necessary,
appropriate or convenient to attain the purposes of this Agreement.
3.6.15 Attorney’s Fees. If either party commences an action against the other party,
either legal, administrative or otherwise, arising out of or in connection with this Agreement, the
prevailing party in such litigation shall be entitled to have and recover from the losing party
reasonable attorney’s fees and all other costs of such action.
3.6.16 Authority to Enter Agreement. Consultant has all requisite power and
authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party
warrants that the individuals who have signed this Agreement have the legal power, right, and
authority to make this Agreement and bind each respective Party.
3.6.17 Counterparts. This Agreement may be signed in counterparts, each of which
shall constitute an original.
3.6.18 Entire Agreement. This Agreement contains the entire Agreement of the
parties with respect to the subject matter hereof, and supersedes all prior negotiations,
understandings or agreements. This Agreement may only be modified by a writing signed by both
parties.
3.6.19 Federal Provisions. [***INCLUDE THIS SECTION ONLY IF
APPLICABLE; DELETE OTHERWISE. IF APPLICABLE, YOU MAY ALSO NEED TO
INCLUDE SOME INFORMATION IN THE RFP. CONSULT THE CITY ATTORNEY IF
NECESSARY***] When funding for the Services is provided, in whole or in part, by an agency
of the federal government, Consultant shall also fully and adequately comply with the provisions
included in Exhibit “D” (Federal Requirements) attached hereto and incorporated herein by
reference (“Federal Requirements”). With respect to any conflict between such Federal
Requirements and the terms of this Agreement and/or the provisions of state law, the more
stringent requirement shall control.
[SIGNATURES ON NEXT PAGE]
8513273_1
[INSERT NAME OF COMPANY]
Page 18 of [INSERT LAST PAGE OF AGREEMENT]
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
Approved as to Form:
[If Corporation, TWO SIGNATURES,
President OR Vice President AND Secretary,
AND CORPORATE SEAL OF
CONTRACTOR REQUIRED]
Best Best & Krieger LLP By:
Name:
City Attorney
Title: