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HomeMy WebLinkAboutC34470A-C - Plan Review and Inspection ServicesCITY OF PALM DESERT BUILDING AND SAFETY DEPARTMENT STAFF REPORT REQUEST: PLAN REVIEW / INSPECTION SERVICE CONTRACTS SUBMITTED BY: Russell A. Grance, Director of Building and Safety CONSULTANTS: Scott Fazekas & Associates, Inc. 9 Corporate Park, Ste 200 Irvine, CA 92606 (949) 475-2901 DATE: Willdan Engineering 650 E. Hospitality Ln., Suite 400 San Bernardino, CA 92408-3317 (909) 386-0200 CSG Consultants, Inc. 801 Park Center Drive, Ste 230 Santa Ana, CA 92705 (714) 568-1010 June 11, 2015 CONTENTS: 1. RFQ for Plan Review/Inspection Services 2. Contract Agreements for Plan Review/Inspection Services Recommendation By Minute Motion, 1) Award subject contracts for professional service agreements (Contract No. C34470A ) to, Scott Fazekas & Associates, Inc., (Contract No. C344708 ) to, Willdan Engineering, and (Contract No. C34470C ) to, CSG Consultants, Inc, for building Plan Review and Inspection services for the fiscal year 2015/2016; 2) authorize the Mayor to execute the contracts with a beginning date of July 1, 2015 and ending date of June 30, 2016, and shall not exceed a cumulative total of $70,000. Funds are available in General Fund Account No. 1104420-4301000, as set forth in the 2015/2016 budget. Contract No. C34470A-C Staff Report — PLAN REVIEW / INSPECTION SERVICE CONTRACTS Scott Fazekas & Associates, Inc. Willdan Engineering CSG Consultants, Inc. June 11, 2015 Page 2 Executive Summary In order to supplement city building plan review and inspection staff, three companies have been selected for inclusion in the contract process to ensure availability of the highest quality building plan review and inspection services for the protection of the citizens of Palm Desert. nicruccinn On June 26, 2014, the City Council extended contracts to Scott Fazekas & Associates, Inc.(Contract No. C32950A); Willdan Engineering (Contract No. C32950B); and California Code Check (Contract No. C32950C). These agreements will expire on June 30, 2015. The Department of Building and Safety has prepared and advertised a new Request for Qualifications. The Department of Building and Safety received ten (10) sealed bids and they were opened on Monday, April 1, 2015. Based on the submitted qualifications, a detailed scoring process was performed by our subcommittee. Three companies were selected for inclusion in the contract process to ensure availability of the highest quality building plan review and inspection services for the protection of the citizens of Palm Desert. An important point to note is that during the selection process the committee ensured that all potential firms being considered are not design firms, but firms who provide services solely to the government, thereby eliminating any potential conflict of interest. The intention of the Department of Building and Safety is to review the majority if not all of the plans submitted with city staff, and utilizes the Consultant only on the more complex projects for structural review and to supplement city services as necessary. The contract agreement amount will be applied to the Professional Services Account No. 1104420-4301000. It should be noted that when contract services are utilized the cost is recoupable through plan check and permit fees collected for that project. Therefore, it is staffs recommendation to approve and award the contracts, and funding allocation for professional building plan review and inspection services to Scott Fazekas & Associates, Inc., Willdan Engineering, and CSG Consultants, Inc. Staff Report - PLAN REVIEW Scott Fazekas & Associates, Willdan Engineering CSG Consultants, Inc. June 11, 2015 Page 3 Fiscal Analysis Contract No. C34470A-C / INSPECTION SERVICE CONTRACTS Inc. The cost for Contract Services is recoupable through plan check and permit fees collected for projects, and has been included in the annual Building Departments budget for FY 2015-2016 (Acct. # 1104420-4301000 - $70,000). No other fiscal impact is anticipated to the City. Submitted By: RAsell A. Grance, Director of Building and Safety Approved: ia Paul S. Gibson, Finance Director David J. Erwin, City Attorney I �' hn M. Wohlmuth, City Manager CITY OF PALM DESERT DEPARTMENT OF BUILDING AND SAFETY REQUEST FOR QUALIFICATIONS (RFQ) PLAN REVIEW INSPECTION SERVICES Page 2 of 6 CITY OF PALM DESERT DEPARTMENT OF BUILDING AND SAFETY REQUEST FOR QUALIFICATIONS BUILDING AND SAFETY SERVICES The City of Palm Desert, Department of Building and Safety (City) invites all qualified and interested persons and/or firms (Consultant) with experience and technical qualifications related to building construction plan review, building inspection, and other professional services for the department to submit RFQ's for providing these services on an as -needed basis. A. SCOPE OF SERVICES The City of Palm Desert, Department of Building and Safety have permanent staff that performs most of the plan review, permitting and inspections. On the occasion that the demand is in excess of the capacity of the staff, contract services are utilized. Some projects are out sourced entirely for the review and/or inspections, and other times the Consultants have provided staff full or part time at an hourly rate at the option of the City. The services required will include the review of construction drawings and calculations to assure compliance with City adopted building codes and related Municipal Code requirements. Any single job may require as few as one review of submitted plans or as many as three reviews of submitted plans. Specific jobs may include residential or non-residential projects. Type of proposed work may include new construction, remodel, or additions. The City may also require building inspection and other services for the department on an as needed basis. B. ADOPTED CODES The City of Palm Desert has adopted the 2013 California Code of Regulations, Title 24, with local amendments and a copy of the adopted Municipal Code will be provided to the successful Consultant. Future local amendments to the California Codes and additional Municipal Code amendments are anticipated during the proposed length of the contract. The City will provide copies of these changes to the successful Consultant prior to their effective date. Copies of other codes shall be the responsibility of the Consultant. Page 3 of 6 C. REVIEW PROCESS The City's review process for jobs is as follows: City accepts application or resubmission. • 2 sets of complete plans are accepted at the time of application. Consultant notified of job. • 1 set of plans and copy of application per job forwarded to Consultant. Y Plans reviewed are delivered back to the City within 10-15 working days on the first submittal. Applicant is notified of approval or need for corrections to be addressed. Upon receipt of corrected plans the City will forward plans to Consultant. Corrected plans reviewed are delivered back to the City within 8-10 working days for the second submittal. D. REQUIRED INFORMATION AND FORMAT OF SUBMITTAL In order to be considered for selection, the respondent Consultants(s) shall submit a statement of qualifications using as a minimum the following criteria, the Consultant(s) shall state why it believes it is qualified to provide the services described in this RFQ. Each submitting Consultant shall provide as a part of the RFQ the following items, which shall be scored by representatives from the City of Palm Desert: 1. Letter of Introduction (5 points) a) Provide a letter of introduction signed by a Principal or Senior Officer of the organization. b) If submitting as a team, note which team is the prime Consultant or lead joint venture partner (if applicable). c) Include the name and resume of the individual leading the team. 2. Firm Information and Qualifications (25 points) a) Number of years the firm(s) has been in business. b) Location of principal office that will be responsible for the implementation of this contract, and distance from the City of Palm Desert. c) List Company and individual team members experience in providing similar services, including a comparison of personnel qualifications, state registrations and/or ICC, or other certifications to the type of plan review work proposed to be provided by that individual. A table similar to the following shall be submitted. Page 4 of 6 Name Qualifications Tvpe of review work Professional registrations or certifications Building (structural), Plumbing, Mechanical, Electrical, T24 Energy & Accessibility d) Provide a list of at least 3 references; name of organization, job title, addresses, and phone numbers. e) Identify any proposed Consultants and any other relevant disciplines for this project. Include resumes and related experiences for appropriate members of these firms. 3. Firm Resources (35 pts) a) Provide a statement demonstrating your firm or team's ability to accomplish the scope of services in a comprehensive and thorough manner to meet the needs of the City. b) Explain the firm's technical capabilities in the following plan check areas: Architectural II. Structural III. Mechanical IV. Plumbing V. Electrical VI. Green VII. T24 Energy VIII. Accessibility c.) Provide information on the maximum proposed turnaround time for each possible type of job assigned. A table similar to the following shall be submitted. Type of job Turnaround time Residential. - New construction Working days Addition Working days Remodel Working days Non Residential: New construction Working days Addition Working days Remodel Working days Page 5 of 6 4. Professional Services Fees (35 points) At the City's option the plan review may be performed in whole or in part. The maximum fee shall not exceed 70% of the plan review fee received by the City for the whole building review. Where a partial review is requested by the City, the maximum fee shall not exceed 40% of the plan review fee received by the City for the structural review. Where a partial review is requested by the City, the maximum fee shall not exceed 40% of the plan review fee received by the City for the nonstructural review. The Consultant shall also provide a fee schedule listing additional professional services or other direct costs (ODC's). The Consultant is expected to perform the plan review iterations required to obtain approval of each project for the percentage of fee proposed. After three reviews, prior approval by the City is required for any and all charges proposed in addition to the percentage agreed to as stated in the above paragraph. Prior approval by the City is required for any and all charges proposed for deferred submittals and revisions that may occur on projects reviewed by the Consultant. E. WORK PRODUCT Work product shall consist of written comments and redlined plans (1 copy). Comments and redlined plans or approval/denial letter and 1 set of plans shall be returned to the City after each review is completed. F. SUBMITTAL REQUIREMENTS Three (3) copies of the proposal must be received no later than 2:00 p.m. on Monday, April 1, 2015. Proposals shall be delivered in an envelope clearly marked: Qualifications for Outside Plan Check Services and Field Inspection Services. The applicant's name, the appropriate contact, addresses and telephone number shall be included on the envelope. Consultant uses mail or courier service at their own risk. City will not be liable or responsible for any late delivery of proposals. Proposals shall be submitted to: Rachelle Klassen City Clerk City of Palm Desert 75-310 Fred Waring Drive Palm Desert, CA 92260 Page 6 of 6 G. CONTACT, EVALUATION & ACCEPTANCE OF THE RFQ The City reserves the right to reject RFQ's, amend the RFQ, and to discontinue or reopen the process at any time. Questions during the solicitation period are preferably received by email, and may be addressed to: Russell A. Grance, CBO Director of Building and Safety City of Palm Desert 75-310 Fred Waring Drive Palm Desert, CA 92260 (760)776-6420 Ext 430 rgrance(&-ci.palm-desert.ca.us H. INTERVIEW PROCESS The City of Palm Desert reserves the right and may require a formal interview of the final Consultant(s) selected to determine the most qualified Consultant as part of the final selection process. By submitting a Statement of Qualifications in response to this solicitation, the submitting Consultant(s) specifically represents that it has read this RFQ and any future addendums. The City intends to enter into negotiations with the recommended Consultant and establish final terms and conditions for the Contract. Should such discussions and negotiations be unsuccessful the City shall contact the second most qualified Consultant and undertake negotiations and discussions with them until a contract can be executed with the most qualified Consultant. The City is targeting to initiate the Contract for Fiscal Year 2015-2016. Contract No. C34470A AGREEMENT FOR PLAN REVIEW AND INSPECTION SERVICES THIS AGREEMENT for contract plan review and inspection services is made and entered into in the City of Palm Desert on this day of , by and between the CITY OF PALM DESERT, a municipal corporation, hereinafter referred to as "CITY" and SCOTT FAZEKAS & ASSOCIATES, INC., hereinafter referred to as CONSULTANT. (The term contractor includes professionals performing in a consulting capacity.) WITNESSETH: WHEREAS, on April 1, 2015, CITY requested for qualifications from companies to provide comprehensive plan review and inspection services for conformance to the model codes, state and federal laws in the following areas of Title 24: structural, architectural, electrical, plumbing, mechanical, green, physically disabled laws, energy codes and all other local ordinances, policies and procedures when applicable. WHEREAS, pursuant to said invitation, CONSULTANT submitted a proposal, which was accepted by CITY for said services. NOW, THEREFORE, in consideration of their mutual promises, obligations, and covenants hereinafter contained, the parties hereto agree as follows: (1) TERM. The term of this Agreement shall be from July 1, 2015 through June 30, 2016, or such later date as may be agreed between parties, up to a one-year maximum. (2) NOTICES. Consultant shall deliver all notices and other writings required to be delivered under the Agreement to City at the address set forth in "General Provisions". The City shall deliver all notices and other writing required to be delivered to contractor at the address set forth following consultant's signature below. (3) ATTACHMENTS. This Agreement incorporates by reference the following attachments to this Agreement: I. General Provisions II. Scope of Service Contract No. (4) INTEGRATION. This Agreement represents the entire understanding of City and Consultant as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with regard to those matters covered by this Agreement. This Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements, and understandings, if any, between the parties, and none shall be used to interpret this Agreement. (5) AUTHORITY TO EXECUTE AGREEMENT. Both CITY and CONSULTANT do covenant that each individual executing this Agreement on behalf of each party is a person duly authorized. IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed the day and year first hereinabove written. CITY OF PALM DESERT A Municipal Corporation SUSAN MARIE WEBER, MAYOR ATTEST: RACHELLE D. KLASSEN, CITY CLERK CITY OF PALM DESERT, CALIFORNIA CONSULTANT SCOTT FAZEKAS & ASSOCIATES, INC 2 SCOTT FAZEKAS, PRESIDENT (Signature must be notarized) Contract No. C34470A I. GENERAL PROVISIONS SECTION ONE: SERVICES OF CONSULTANT 1.1 Scope of Services: In compliance with all terms and conditions of this Agreement, Consultant shall provide the goods and/or services shown on Part II hereto (Scope of Services), which may be referred to herein as the "services" or the "work". If this Agreement is for the provision of goods, supplies, equipment or personal property, the terms "services" and "work" shall include the provision (and, if designated in the Scope of Services, the installation) of such goods, supplies, equipment or personal property. 1.2Changes and Additions to Scope of Services: City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to, or deducting from said work. No such work shall be undertaken unless a written order is first given by City to Consultant, incorporating therein any adjustment in (1) the Budget, and/or (ii) the time to perform this Agreement, which adjustments are subject to the written approval of the Consultant. It is expressly understood by Consultant that the provisions of this Section 1.2 shall not apply to services specifically set forth in the Scope of Services or reasonably contemplated therein. Consultant hereby acknowledges that is accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Consultant anticipates and that Consultant shall not be entitled to additional compensation therefore. 1.3Standard of Performance: Consultant agrees that all services shall be performed in a competent, professional, and satisfactory manner in accordance with the standards prevalent in the industry, and that all goods, materials, equipment or personal property included within the services herein shall be of good quality, fit for the purpose intended. 1APerformance to Satisfaction of City: Consultant agrees to perform all work to the satisfaction of City within the time specified. If City reasonably determines that the work is not satisfactory, City shall have the right to take appropriate action, including but not limited to: (1) meeting with Consultant to review the quality of the work and resolve matters of concern; (ii) requiring Consultant to repeat unsatisfactory work at no additional charge until it is satisfactory; (iii) suspending the delivery of work to Consultant for an indefinite time; (iv) withholding payment; and (v) terminating this Agreement as hereinafter set forth. 3 Contract No. C34470A 1.51nstructions from City: In the performance of this Agreement, Consultant shall report and receive instructions from the City's Representative designated in this Agreement. Tasks or services other than specifically described in the Scope of Services shall not be performed without the prior written approval of the City's representative. In all cases where staff are provided to City to perform any part of the Scope of Services, each and every qualified person from Consultant providing such services will be required to be reviewed and certified for such service in writing by the City's representative prior to beginning service. 1.6 Familiarity with Work: By executing this Agreement, Consultant warrants that Consultant (i) has thoroughly investigated and considered the scope of services to be performed, (ii) has carefully considered how the services should be performed, and (iii) fully understands the facilities, difficulties, and restrictions attending performance of the services under the Agreement. If the services involve work upon any site, Consultant warrants that Consultant has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder. Should the Consultant discover any conditions, including any latent or unknown conditions, which will materially affect the performance of the services hereunder, Consultant shall immediately inform the City of such fact and shall not proceed except at Consultant's risk until written instructions are received from the City's Representative. 1.7Prohibition Against Subcontracting of Assignment: Consultant shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of City. In addition, neither the Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated, or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City. In the event of any unapproved transfer, including any bankruptcy proceeding, City may void the Agreement at City's option in its sole and absolute discretion. No approved transfer shall release any surety of Consultant of any liability hereunder without the express consent of City. 1.8Compensation: Contractor shall be compensated as follows: Scott Fazekas & Associates, Inc. plan review for buildings checked including CBC, CRC, CIVIC, CPC, CEC, CGBSC and Title 24 energy and disabled access fee shall be as follows: Residential projects are proposed at 70% of the City's plan check fee:, Commercial projects of 30,000 square feet or less are proposed at 60% of the City's plan check fees:, and Commercial projects over 30,000 square feet are proposed at 50% of the City's plan check fee. 4 Contract No. C34470A For partial review of structural only; Residential is proposed for 40% of the City's plan check fee, Commercial less than 30,000 square feet is proposed at 34% of the City's plan check fee, and Commercial greater than 30,000 square feet is proposed at 29% of the City's plan check fee. (Including all rechecks) If SFA is reviewing duplicate or identical plans on a project, the proposed fee is 15% of the City's plan check fee after the initial model is checked at the prescribed rate. SFA will not charge for rechecks unless the plans are incomplete or revised for which the City would collect additional fees from the applicant as well. The City would then have the funds to reimburse SFA. Additional services outside the main scope of review would be charged at a rate of $100.00 per hour or as mutually agreed upon based on the salary rate of the employee. Inspection services are proposed at an hourly rate which would vary based on individual qualifications of each inspector. The anticipated hourly rate would be between $50.00 - $100.00 per hour. Each inspector would be retained based on mutual agreement with the City prior to engaging services. Mileage will be invoices at the rate currently approved for reimbursement by the federal government when incurred. SECTION TWO: INSURANCE AND INDEMNIFICATION 2.1 Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Consultant shall not allow any subconsultant to commence work on any subcontract until it has provided evidence satisfactory to the City that the subconsultant has secured all insurance required under this section. Without limiting Consultant's indemnification of City, and prior to commencement of Work, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. 2.2General Liability insurance: Consultant shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage, including without limitation, blanket contractual liability. Defense costs shall be paid in addition to the limits. The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; or 61, Contract No. C34470A (3) contain any other exclusion contrary to the Agreement. 2.3Automobile Liability Insurance: Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non -owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident. 2.4Professional Liability (Errors & Omissions) Insurance: Consultant shall maintain professional liability insurance that covers the Services to be performed 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 years after completion of the services required by this agreement. Covered professional services shall specifically include all work to be performed under the Agreement and delete any exclusions that may potentially affect the work to be performed (for example, any exclusions relating to lead, asbestos, pollution, testing, underground storage tanks, laboratory analysis, soil work, etc.). If coverage is written on a claims -made basis, the retroactive date shall precede the effective date of the initial Agreement and continuous coverage will be maintained or an extended reporting period will be exercised for a period of at least three (3) years from termination or expiration of this Agreement. 2.5Workers' Compensation Insurance: Consultant shall maintain Workers' Compensation Insurance (Statutory Limits) and Employer's Liability Insurance (with limits of at least $1,000,000). Consultant shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of the City of Palm Desert, its officers, agents, employees and volunteers. 2.6insurance for Subconsultants: All Subconsultants shall be included as additional insured's under the Consultant's policies, or the Consultant shall be responsible for causing Subconsultants to purchase the appropriate insurance in compliance with the terms of these Insurance Requirements, including adding the City as an Additional Insured to the Subconsultant's policies. Consultant shall provide to City satisfactory evidence as required under Insurance Section of this Agreement. 2.7 Proof of Insurance: Consultant shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation. Insurance certificates and endorsement must be approved by City's Risk Manager prior to 6 Contract No. C34470A commencement of performance. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. Current certification of insurance shall be kept on file with City at all times during the term of this contract. City reserves the right to require complete, certified copies of all required insurance policies, at any time. 2.8 Duration of Coverage: Consultant shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Work hereunder by Consultant, his agents, representatives, employees or subconsultants. 2.9City's Rights of Enforcement: In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement. 2.10 Acceptable Insurers: All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VI (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. 2.11 Waiver of Subrogation: All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against the City of Palm Desert, its elected or appointed officers, agents, officials, employees and volunteers 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 the City of Palm Desert, and shall require similar written express waivers and insurance clauses from each of its subconsultants. 2.12 Enforcement of Contract Provisions (Non Estoppel): Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder. 2.13 Primary and Non -Contributing Insurance: All insurance coverage's shall be primary and any other insurance, deductible, or self-insurance maintained by the indemnified parties shall not contribute with this primary 7 Contract No. C34470A insurance. Policies shall contain or be endorsed to contain such provisions. 2.14 Requirements Not Limiting: Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. 2.15 Notice of Cancellation: Consultant agrees to oblige its insurance agent or broker and insurers to provide to City with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage. 2.16 Additional Insured Status: General liability, Automobile Liability, and if applicable, Pollution Liability, policies shall provide or be endorsed to provide that the City of Palm Desert and its officers, officials, employees, and agents shall be additional insured's with regard to liability and defense of suits or claims arising out of the performance of the Agreement, under such policies. This provision shall also apply to any excess liability policies. 2.17 City's Right to Revise Specifications: The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the City and Consultant may renegotiate Consultant's compensation. 2.18 Self -Insured Retentions: Any self -insured retentions must be declared to and approved by City. City reserves the right to require that self -insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by City. 2.19 Timely Notice of Claims: Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant's performance under this Agreement, and that involve or may involve coverage under any of the required liability policies. 2.20 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 8 Contract No. C34470A and the conditions under which the work is to be performed. Safety precautions, where applicable, shall include, but shall not be limited to: (A) adequate life protection and lifesaving equipment and procedures; (B) instructions in accident prevention for all employees and subconsultants, 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. 2.21 Additional Insurance: Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work. SECTION THREE: LEGAL RELATIONS AND RESPONSIBILITIES 3.1 Compliance with Laws: Consultant shall keep itself fully informed of all existing and future state and federal laws and all county and city ordinances and regulations which in any manner affect those employed by or it or in any way affect the performance of services pursuant to this Agreement. Consultant shall at all times observe and comply with all such laws, ordinances, and regulations and shall be responsible for the compliance of all work and services performed by or on behalf of Consultant. When applicable, Consultant shall not pay less than the prevailing wage, which rate is determined by the Director of Industrial Relations of the State of California. 3.2 Licenses, Permits, Fees, and Assessments: Consultant shall obtain at its sole cost and expenses all licenses, permits, and approvals that may be required by law for the performance of the services required by this Agreement. Consultant shall have the sole obligation to pay any fees, assessments, and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for Consultant's performance of the services required by this Agreement, and shall indemnify, defend, and hold harmless City against any such fees, assessments, taxes, penalties, or interest levied, assessed, or imposed against City thereunder. 3.3Covenant Against Discrimination: Consultant covenants for itself, its heirs, executors, assigns, and all persons claiming under or through it, that there shall be no discrimination against any person on account or race, color, creed, religion, sex, marital status, national origin, or ancestry, in the performance of this Agreement. Consultant further covenants and agrees to comply with the terms of the Americans with Disabilities Act of 1990 (42 U.S.C. §12101 et. seq.) as the same may be amended from time to time. E Contract No. C34470A 3.4independent Consultant: Consultant shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor. City shall not in any way or for any purpose become or be deemed to be a partner of Consultant in its business or otherwise, or a joint venture, or a member of any joint enterprise with Consultant. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. Consultant will however, act as an agent of the Building Official when performing ministerial enforcement duties in the application of City codes and regulations. Neither Consultant nor any of Consultant's employees shall, at any time, or in any way, be entitled to any sick leave, vacation, retirement, or other fringe benefits from the City; and neither Consultant nor any of its employees shall be paid by City time and one-half for working in excess of forth (40) hours in any one week. City is under no obligation to withhold State and Federal tax deductions from Consultant's compensation. Neither Contractor nor any of Consultant's employees shall be included in the competitive service, have any property right to any position, or any of the rights an employee may have in the event of termination of this Agreement. 3.5 Use of Patented Materials: Consultant shall assume all costs arising from the use of patented or copyrighted materials, including but not limited to equipment, devices, processes, and software programs, used or incorporated in the services or work performed by Consultant under this Agreement. Consultant shall indemnify, defend, and save the City harmless from any and all suits, actions or proceedings of every nature for or on account of the use of any patented or copyrighted materials. 3.6 Proprietary Information: All proprietary information developed specifically for City by Consultant in connection with, or resulting from, this Agreement, including but not limited to inventions, discoveries, improvements, copyrights, patents, maps, reports, textual material, or software programs, but not including Consultant's underlying materials, software, or know-how, shall be the sole and exclusive property of City, and are confidential and shall not be made available to any person or entity without the prior written approval of City. Consultant agrees that the compensation to be paid pursuant to this Agreement includes adequate and sufficient compensation for any proprietary information developed in connection with or resulting from the performance of Consultant's services under this Agreement. Consultant further understands agrees that full disclosure of all proprietary information developed in connection with, or resulting from, the performance of services by Consultant under this Agreement shall be made to City, and that Consultant shall do all things necessary and proper to perfect and maintain ownership of such proprietary information by City. 3.7Retention of Funds: Consultant hereby authorizes City to deduct from any amount payable to Consultant (whether arising out of this Agreement or otherwise) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and all amounts for which City may be liable to third parties, by reason of Consultant's negligent acts, errors, or omissions, or willful misconduct, in performing or failing to perform Consultant's obligations 10 Contract No. C34470A under this Agreement. City in its sole and absolute discretion, may withhold from any payment due Consultant, without liability for interest, an amount sufficient to cover such claim or any resulting lien. The failure of City to exercise such right to deduct or withhold shall not act as a waiver of Consultant's obligation to pay City any sums Consultant owes City. 3.8Termination by City: Either party reserves the right to terminate this Agreement at any time, with or without cause, upon written notice to other party. Upon receipt of any notice of termination from City, Consultant shall immediately cease all services hereunder except such as may be specifically approved in writing by City. Consultant shall be entitled to compensation for all services rendered prior to receipt of City's notice of termination and for any services authorized in writing by City thereafter. If termination is due to the failure of Consultant to fulfill its obligations under this Agreement, City may take over the work and prosecute the same to completion by contract or otherwise, and Contract shall be liable to the extent that the total cost for completion of the services required hereunder, including costs incurred by City in retaining a replacement contractor and similar expenses, exceeds the Budget. 3.9 Right to Stop Work: Termination by Consultant: Consultant shall have the right to stop work only if City fails to timely make a payment required under the terms of the Budget. Consultant may terminate this Agreement only for cause, upon thirty (30) days' prior written notice to City. Consultant shall immediately cease all services hereunder as of the date Consultant's notice of termination is sent to City, except such services as may be specifically approved in writing by City. Consultant shall be entitled to compensation for all services rendered prior to the date notice of termination is sent to City and for any services authorized in writing by City thereafter. If Consultant terminates this Agreement because of an error, omission, or a fault of Consultant, or Consultant's willful misconduct, the terms of Section 3.8 relating to City's right to take over and finish the work and Consultant's liability therefore shall apply. 3.10 Waiver: No delay or omission in the exercise of any right or remedy by a nondefaulting party on any default shall impair such right or remedy or be construed as a waiver. A party's consent to or approval of any act by the other party requiring the party's consent or approval shall not be deemed to waive or render unnecessary the other party's consent to or approval of any subsequent act. Any waiver by either party of any default must be in writing. 3.11 Legal Actions: Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted an maintained in the Municipal and Superior Courts of the State of California in the County of Riverside, or in any other appropriate court with jurisdiction in such County, and Consultant agrees to submit to the personal jurisdiction of such court. 3.12 Rights and Remedies are Cumulative: The rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or 11 Contract No. C34470A different times, of any other rights or remedies for the same default or any other default by the other party. 3.13 Attorneys' Fees: In any action between the parties hereto seeking enforcement of any of the terms or provisions of this Agreement or in connection with the performance of the work hereunder, the party prevailing in the final judgment in such action or proceeding, in addition to any other relief which may be granted, shall be entitled to have an recover from the other party its reasonable costs and expenses, including, but not limited to, reasonable attorney's fees, expert witness fees, and courts costs. If either party to this Agreement is required to initiate or defend litigation with a third party because of the violation of any term of provision of this Agreement by the other party, then the party so litigating shall be entitled to its reasonable attorney's fees and costs from the other party to this Agreement. 3.14 Force Majeure: The time period specified in this Agreement for performance of services shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of City or Consultant, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including City, if the delaying party shall within ten (10) days of the commencement of such delay notify the other party in writing of the causes of the delay. If Consultant is the delaying party, City shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of such delay is justified. City's determination shall be final and conclusive upon the parties to this Agreement. In no event shall Consultant be entitled to recover damages against City for any delay in the performance of this Agreement, however caused. Consultant's sole remedy shall be extension of this Agreement pursuant to this Section 3.14. 3.15 Non -Liability of City Officers and Employees: No officer, official, employee, agent, representative, or volunteer of City shall be personally liable to Consultant, or any successor in interest, in the event of any default or breach by City, or for any amount which may become due to Consultant or its successor, or for breach of any obligation of the terms of this Agreement. 3.16 Conflict of Interest. No officer, official, employee, agent, representative, or volunteer of City shall have any financial interest, direct or indirect, in this Agreement, or participate in any decision relating to this Agreement which affects his or her financial interest or the financial interest of any corporation, partnership, or association in which he or she is interested, in violation of any Federal, State, or City statue, ordinance, or regulation. The Consultant shall not employ any such person while this Agreement is in effect. SECTION FOUR: MISCELLANEOUS PROVISION 4.1 Records and Reports: Upon request by City, Consultant shall prepare and 12 Contract No. C34470A submit to City and reports concerning Consultant's performance of the services rendered under this Agreement. City shall have access, upon reasonable notice, to the books and records of Consultant related to Consultants performance of this Agreement in the event any audit is required. All drawings, documents, and other materials prepared by Consultant in the performance of this Agreement (i) shall be the property of City and shall be delivered at no cost to City upon request of City or upon the termination of this Agreement, and (ii) are confidential and shall not be made available to any individual or entity without prior written approval of City. Consultant shall keep and maintain all records and reports related to this Agreement for a period of three (3) years following termination of this Agreement, and City shall have access to such records in the event any audit is required. 4.2 Notices: Unless otherwise provided herein, all notices required to be delivered under this Agreement or under applicable law shall be personally delivered, or delivered by United States mail, prepaid, certified, return receipt requested, or by reputable document delivery service that provides showing date and time of delivery. Notices personally delivered or delivered by a document delivery service shall be effective upon receipt. Notices delivered by mail shall be effective at 5:00 p.m. on the second calendar day following dispatch. Notices to the City shall be delivered to the following address: OFFICE OF THE CITY CLERK City of Palm Desert 73-510 Fred Waring Drive Palm Desert, CA 92260 Notices to Contractor shall be delivered to the address set forth below: Scott Fazekas & Associates 9 Corporate Park, Suite 200 Irvine, CA 92606-5173 4.3Construction and Amendments: The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. The headings of sections and paragraphs of this Agreement are for convenience or reference only, and shall not be construed to limit or extend the meaning of the terms, covenants and conditions of this Agreement. This Agreement may only be amended by the mutual consent of the parties by an instrument in writing. 4.4Severability: Each provision of this Agreement shall be severable from the 13 Contract No.C34470A whole. If any provision of this Agreement shall be found contrary to law, the remainder of this Agreement shall continue in full force. 4.5Authority: The person(s) executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. 4.6Special Provisions: Any additional or supplementary provisions or modifications or alterations of these General Provisions shall be set forth in this Agreement ("Special Provisions"). 4.7Precedence: In the event of any discrepancy between "Terms", "General Provisions", "Special Provisions", and/or "Scope of Services", "Special Provisions" shall take precedence and prevail. 14 Contract No. C34470A II. SCOPE OF SERVICES Plan Check and Inspection Services for the City to include: 1. Structural / latest City Adopted Building Code Conformance 2. Architectural / Latest City Adopted Building Code Conformance 3. Electrical / Latest City Adopted Electrical Code Conformance 4. Plumbing / Latest City Adopted Plumbing Code Conformance 5. Mechanical / Latest City Adopted Mechanical Code Conformance 6. Green Building Standards / Latest Adopted Green Code Conformance 7. Physically Disabled Laws - Title 24 Conformance (State and Federal) 8. Energy — Latest City Adopted Title 24 Energy Conformance 9. City Ordinances, Policies, and Procedures Conformance 15 Contract No. C34470B AGREEMENT FOR PLAN REVIEW AND INSPECTION SERVICES THIS AGREEMENT for contract plan review and inspection services is made and entered into in the City of Palm Desert on this day of , by and between the CITY OF PALM DESERT, a municipal corporation, hereinafter referred to as "CITY" and WILLDAN ENGINEERING, hereinafter referred to as CONSULTANT. (The term contractor includes professionals performing in a consulting capacity.) WITNESSETH: WHEREAS, on April 1, 2015, CITY requested for qualifications from companies to provide comprehensive plan review and inspection services for conformance to the model codes, state and federal laws in the following areas of Title 24: structural, architectural, electrical, plumbing, mechanical, green, physically disabled laws, energy codes and all other local ordinances, policies and procedures when applicable. WHEREAS, pursuant to said invitation, CONSULTANT submitted a proposal, which was accepted by CITY for said services. NOW, THEREFORE, in consideration of their mutual promises, obligations, and covenants hereinafter contained, the parties hereto agree as follows: (1) TERM. The term of this Agreement shall be from July 1, 2015 through June 30, 2016, or such later date as may be agreed between parties, up to a one-year maximum. (2) NOTICES. Consultant shall deliver all notices and other writings required to be delivered under the Agreement to City at the address set forth in "General Provisions". The City shall deliver all notices and other writing required to be delivered to contractor at the address set forth following consultant's signature below. (3) ATTACHMENTS. This Agreement incorporates by reference the following attachments to this Agreement: I. General Provisions II. Scope of Service Contract No. C34470B (4) INTEGRATION. This Agreement represents the entire understanding of City and Consultant as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with regard to those matters covered by this Agreement. This Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements, and understandings, if any, between the parties, and none shall be used to interpret this Agreement. (5) AUTHORITY TO EXECUTE AGREEMENT. Both CITY and CONSULTANT do covenant that each individual executing this Agreement on behalf of each party is a person duly authorized. IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed the day and year first hereinabove written. CITY OF PALM DESERT A Municipal Corporation SUSAN MARIE WEBER, MAYOR ATTEST: RACHELLE D. KLASSEN, CITY CLERK CITY OF PALM DESERT, CALIFORNIA CONSULTANT WILLDAN ENGINEERING 2 RONALD L. ESPALIN, PE DIRECTOR OF BUILDING & SAFETY (Signature must be notarized) Contract No. C34470B I. GENERAL PROVISIONS SECTION ONE: SERVICES OF CONSULTANT 1.1 Scope of Services: In compliance with all terms and conditions of this Agreement, Consultant shall provide the goods and/or services shown on Part II hereto (Scope of Services), which may be referred to herein as the "services" or the "work". If this Agreement is for the provision of goods, supplies, equipment or personal property, the terms "services" and "work" shall include the provision (and, if designated in the Scope of Services, the installation) of such goods, supplies, equipment or personal property. 1.2Changes and Additions to Scope of Services: City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to, or deducting from said work. No such work shall be undertaken unless a written order is first given by City to Consultant, incorporating therein any adjustment in (1) the Budget, and/or (ii) the time to perform this Agreement, which adjustments are subject to the written approval of the Consultant. It is expressly understood by Consultant that the provisions of this Section 1.2 shall not apply to services specifically set forth in the Scope of Services or reasonably contemplated therein. Consultant hereby acknowledges that is accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Consultant anticipates and that Consultant shall not be entitled to additional compensation therefore. 1.3Standard of Performance: Consultant agrees that all services shall be performed in a competent, professional, and satisfactory manner in accordance with the standards prevalent in the industry, and that all goods, materials, equipment or personal property included within the services herein shall be of good quality, fit for the purpose intended. 1APerformance to Satisfaction of City: Consultant agrees to perform all work to the satisfaction of City within the time specified. If City reasonably determines that the work is not satisfactory, City shall have the right to take appropriate action, including but not limited to: (1) meeting with Consultant to review the quality of the work and resolve matters of concern; (ii) requiring Consultant to repeat unsatisfactory work at no additional charge until it is satisfactory; (iii) suspending the delivery of work to Consultant for an indefinite time; (iv) withholding payment; and (v) terminating this Agreement as hereinafter set forth. 3 Contract No. C34470B 1.51nstructions from City: In the performance of this Agreement, Consultant shall report and receive instructions from the City's Representative designated in this Agreement. Tasks or services other than specifically described in the Scope of Services shall not be performed without the prior written approval of the City's representative. In all cases where staff are provided to City to perform any part of the Scope of Services, each and every qualified person from Consultant providing such services will be required to be reviewed and certified for such service in writing by the City's representative prior to beginning service. 1.6Familiarity with Work: By executing this Agreement, Consultant warrants that Consultant (i) has thoroughly investigated and considered the scope of services to be performed, (ii) has carefully considered how the services should be performed, and (iii) fully understands the facilities, difficulties, and restrictions attending performance of the services under the Agreement. If the services involve work upon any site, Consultant warrants that Consultant has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder. Should the Consultant discover any conditions, including any latent or unknown conditions, which will materially affect the performance of the services hereunder, Consultant shall immediately inform the City of such fact and shall not proceed except at Consultant's risk until written instructions are received from the City's Representative. 1.7Prohibition Against Subcontracting of Assignment: Consultant shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of City. In addition, neither the Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated, or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City. In the event of any unapproved transfer, including any bankruptcy proceeding, City may void the Agreement at City's option in its sole and absolute discretion. No approved transfer shall release any surety of Consultant of any liability hereunder without the express consent of City. 1.8Compensation: Contractor shall be compensated as follows: WILLDAN plan review fee shall be a percentage of the City of Palm Desert building plan review fee as outlined in the table below for buildings checked including CBC, CRC, CIVIC, CPC, CEC, CGBSC and Title 24 energy and disabled access.) Major revisions initiated by the designer or the revisions that the City would collect additional fees for the rechecks can be charged at a rate of $140.00 4 Contract No. C34470B per hour or as mutually agreed upon based on the salary rate of the Consultant's employee. Full Plan Review Non -Structural Review Only Structural Review Only 70% 40% 40% Inspection shall be provided for an hourly rate as shown below: Service Provided Hourly Rate Certified Building Inspector $ 95.00 Senior Plan Checker $ 125.00 Plan Check Engineer $ 140.00 It is our understanding that the percent of plan review fee shall cover three complete reviews. If plan is not approved after three reviews, prior approval from the City is required for any additional hourly charges in addition to the above stated fee. SECTION TWO: INSURANCE AND INDEMNIFICATION 2.1 Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Consultant shall not allow any subconsultant to commence work on any subcontract until it has provided evidence satisfactory to the City that the subconsultant has secured all insurance required under this section. Without limiting Consultant's indemnification of City, and prior to commencement of Work, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. 2.2General Liability insurance: Consultant shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage, including without limitation, blanket contractual liability. Defense costs shall be paid in addition to the limits. The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; or (3) contain any other exclusion contrary to the Agreement. 2.3Automobile Liability Insurance: Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Consultant 5 Contract No. C34470B arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non -owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident. 2.4Professional Liability (Errors & Omissions) Insurance: Consultant shall maintain professional liability insurance that covers the Services to be performed 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 years after completion of the services required by this agreement. Covered professional services shall specifically include all work to be performed under the Agreement and delete any exclusions that may potentially affect the work to be performed (for example, any exclusions relating to lead, asbestos, pollution, testing, underground storage tanks, laboratory analysis, soil work, etc.). If coverage is written on a claims -made basis, the retroactive date shall precede the effective date of the initial Agreement and continuous coverage will be maintained or an extended reporting period will be exercised for a period of at least three (3) years from termination or expiration of this Agreement. 2.5Workers' Compensation Insurance: Consultant shall maintain Workers' Compensation Insurance (Statutory Limits) and Employer's Liability Insurance (with limits of at least $1,000,000). Consultant shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of the City of Palm Desert, its officers, agents, employees and volunteers. 2.6 insurance for Subconsultants: All Subconsultants shall be included as additional insured's under the Consultant's policies, or the Consultant shall be responsible for causing Subconsultants to purchase the appropriate insurance in compliance with the terms of these Insurance Requirements, including adding the City as an Additional Insured to the Subconsultant's policies. Consultant shall provide to City satisfactory evidence as required under Insurance Section of this Agreement. 2.7Proof of Insurance: Consultant shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation. Insurance certificates and endorsement must be approved by City's Risk Manager prior to commencement of performance. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. Current certification of insurance shall be kept on file with City at all times during the term of this contract. City reserves the right to require complete, certified copies of all required insurance policies, at any 6 Contract No. C34470B time. 2.8Duration of Coverage: Consultant shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Work hereunder by Consultant, his agents, representatives, employees or subconsultants. 2.9City's Rights of Enforcement: In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement. 2.10 Acceptable Insurers: All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VI (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. 2.11 Waiver of Subrogation: All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against the City of Palm Desert, its elected or appointed officers, agents, officials, employees and volunteers 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 the City of Palm Desert, and shall require similar written express waivers and insurance clauses from each of its subconsultants. 2.12 Enforcement of Contract Provisions (Non Estoppel): Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder. 2.13 Primary and Non -Contributing Insurance: All insurance coverage's shall be primary and any other insurance, deductible, or self-insurance maintained by the indemnified parties shall not contribute with this primary insurance. Policies shall contain or be endorsed to contain such provisions. 2.14 Requirements Not Limiting: Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally 7 Contract No. C34470B provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. 2.15 Notice of Cancellation: Consultant agrees to oblige its insurance agent or broker and insurers to provide to City with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage. 2.16 Additional Insured Status: General liability, Automobile Liability, and if applicable, Pollution Liability, policies shall provide or be endorsed to provide that the City of Palm Desert and its officers, officials, employees, and agents shall be additional insured's with regard to liability and defense of suits or claims arising out of the performance of the Agreement, under such policies. This provision shall also apply to any excess liability policies. 2.17 City's Right to Revise Specifications: The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the City and Consultant may renegotiate Consultant's compensation. 2.18 Self -Insured Retentions: Any self -insured retentions must be declared to and approved by City. City reserves the right to require that self -insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by City. 2.19 Timely Notice of Claims: Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant's performance under this Agreement, and that involve or may involve coverage under any of the required liability policies. 2.20 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, where applicable, shall include, but shall not be limited to: (A) adequate life protection and lifesaving equipment and procedures; (B) instructions in accident prevention for all employees and subconsuitants, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, 8 Contract No. C34470B 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. 2.21 Additional Insurance: Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work. SECTION THREE: LEGAL RELATIONS AND RESPONSIBILITIES 3.1 Compliance with Laws: Consultant shall keep itself fully informed of all existing and future state and federal laws and all county and city ordinances and regulations which in any manner affect those employed by or it or in any way affect the performance of services pursuant to this Agreement. Consultant shall at all times observe and comply with all such laws, ordinances, and regulations and shall be responsible for the compliance of all work and services performed by or on behalf of Consultant. When applicable, Consultant shall not pay less than the prevailing wage, which rate is determined by the Director of Industrial Relations of the State of California. 3.2 Licenses, Permits, Fees, and Assessments: Consultant shall obtain at its sole cost and expenses all licenses, permits, and approvals that may be required by law for the performance of the services required by this Agreement. Consultant shall have the sole obligation to pay any fees, assessments, and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for Consultant's performance of the services required by this Agreement, and shall indemnify, defend, and hold harmless City against any such fees, assessments, taxes, penalties, or interest levied, assessed, or imposed against City thereunder. 3.3Covenant Against Discrimination: Consultant covenants for itself, its heirs, executors, assigns, and all persons claiming under or through it, that there shall be no discrimination against any person on account or race, color, creed, religion, sex, marital status, national origin, or ancestry, in the performance of this Agreement. Consultant further covenants and agrees to comply with the terms of the Americans with Disabilities Act of 1990 (42 U.S.C. §12101 et. seq.) as the same may be amended from time to time. 3.41ndependent Consultant: Consultant shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor. City shall not in any way or for any purpose become or be deemed to be a partner of Consultant in its business or otherwise, or a joint venture, or a member of any joint enterprise with Consultant. Consultant shall not at any time or in any manner represent that it 9 Contract No.C34470B or any of its agents or employees are agents or employees of City. Consultant will however, act as an agent of the Building Official when performing ministerial enforcement duties in the application of City codes and regulations. Neither Consultant nor any of Consultant's employees shall, at any time, or in any way, be entitled to any sick leave, vacation, retirement, or other fringe benefits from the City; and neither Consultant nor any of its employees shall be paid by City time and one-half for working in excess of forth (40) hours in any one week. City is under no obligation to withhold State and Federal tax deductions from Consultant's compensation. Neither Contractor nor any of Consultant's employees shall be included in the competitive service, have any property right to any position, or any of the rights an employee may have in the event of termination of this Agreement. 3.5 Use of Patented Materials: Consultant shall assume all costs arising from the use of patented or copyrighted materials, including but not limited to equipment, devices, processes, and software programs, used or incorporated in the services or work performed by Consultant under this Agreement. Consultant shall indemnify, defend, and save the City harmless from any and all suits, actions or proceedings of every nature for or on account of the use of any patented or copyrighted materials. 3.6 Proprietary Information: All proprietary information developed specifically for City by Consultant in connection with, or resulting from, this Agreement, including but not limited to inventions, discoveries, improvements, copyrights, patents, maps, reports, textual material, or software programs, but not including Consultant's underlying materials, software, or know-how, shall be the sole and exclusive property of City, and are confidential and shall not be made available to any person or entity without the prior written approval of City. Consultant agrees that the compensation to be paid pursuant to this Agreement includes adequate and sufficient compensation for any proprietary information developed in connection with or resulting from the performance of Consultant's services under this Agreement. Consultant further understands agrees that full disclosure of all proprietary information developed in connection with, or resulting from, the performance of services by Consultant under this Agreement shall be made to City, and that Consultant shall do all things necessary and proper to perfect and maintain ownership of such proprietary information by City. 3.7Retention of Funds: Consultant hereby authorizes City to deduct from any amount payable to Consultant (whether arising out of this Agreement or otherwise) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and all amounts for which City may be liable to third parties, by reason of Consultant's negligent acts, errors, or omissions, or willful misconduct, in performing or failing to perform Consultant's obligations under this Agreement. City in its sole and absolute discretion, may withhold from any payment due Consultant, without liability for interest, an amount sufficient to cover such claim or any resulting lien. The failure of City to exercise such right to deduct or withhold shall not act as a waiver of Consultant's obligation to pay City any sums Consultant owes City. 10 Contract No. C34470B 3.8Termination by City: Either party reserves the right to terminate this Agreement at any time, with or without cause, upon written notice to other party. Upon receipt of any notice of termination from City, Consultant shall immediately cease all services hereunder except such as may be specifically approved in writing by City. Consultant shall be entitled to compensation for all services rendered prior to receipt of City's notice of termination and for any services authorized in writing by City thereafter. If termination is due to the failure of Consultant to fulfill its obligations under this Agreement, City may take over the work and prosecute the same to completion by contract or otherwise, and Contract shall be liable to the extent that the total cost for completion of the services required hereunder, including costs incurred by City in retaining a replacement contractor and similar expenses, exceeds the Budget. 3.9 Right to Stop Work: Termination by Consultant: Consultant shall have the right to stop work only if City fails to timely make a payment required under the terms of the Budget. Consultant may terminate this Agreement only for cause, upon thirty (30) days' prior written notice to City. Consultant shall immediately cease all services hereunder as of the date Consultant's notice of termination is sent to City, except such services as may be specifically approved in writing by City. Consultant shall be entitled to compensation for all services rendered prior to the date notice of termination is sent to City and for any services authorized in writing by City thereafter. If Consultant terminates this Agreement because of an error, omission, or a fault of Consultant, or Consultant's willful misconduct, the terms of Section 3.8 relating to City's right to take over and finish the work and Consultant's liability therefore shall apply. 3.10 Waiver: No delay or omission in the exercise of any right or remedy by a nondefaulting party on any default shall impair such right or remedy or be construed as a waiver. A party's consent to or approval of any act by the other party requiring the party's consent or approval shall not be deemed to waive or render unnecessary the other party's consent to or approval of any subsequent act. Any waiver by either party of any default must be in writing. 3.11 Legal Actions: Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted an maintained in the Municipal and Superior Courts of the State of California in the County of Riverside, or in any other appropriate court with jurisdiction in such County, and Consultant agrees to submit to the personal jurisdiction of such court. 3.12 Rights and Remedies are Cumulative: The rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 3.13 Attorneys' Fees: In any action between the parties hereto seeking enforcement of any of the terms or provisions of this Agreement or in connection with the performance of the work hereunder, the party prevailing in the final judgment in such action or proceeding, in addition to any other 11 Contract No. C34470B relief which may be granted, shall be entitled to have an recover from the other party its reasonable costs and expenses, including, but not limited to, reasonable attorney's fees, expert witness fees, and courts costs. If either party to this Agreement is required to initiate or defend litigation with a third party because of the violation of any term of provision of this Agreement by the other party, then the party so litigating shall be entitled to its reasonable attorney's fees and costs from the other party to this Agreement. 3.14 Force Majeure: The time period specified in this Agreement for performance of services shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of City or Consultant, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including City, if the delaying party shall within ten (10) days of the commencement of such delay notify the other party in writing of the causes of the delay. If Consultant is the delaying party, City shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of such delay is justified. City's determination shall be final and conclusive upon the parties to this Agreement. In no event shall Consultant be entitled to recover damages against City for any delay in the performance of this Agreement, however caused. Consultant's sole remedy shall be extension of this Agreement pursuant to this Section 3.14. 3.15 Non -Liability of City Officers and Employees: No officer, official, employee, agent, representative, or volunteer of City shall be personally liable to Consultant, or any successor in interest, in the event of any default or breach by City, or for any amount which may become due to Consultant or its successor, or for breach of any obligation of the terms of this Agreement. 3.16 Conflict of Interest. No officer, official, employee, agent, representative, or volunteer of City shall have any financial interest, direct or indirect, in this Agreement, or participate in any decision relating to this Agreement which affects his or her financial interest or the financial interest of any corporation, partnership, or association in which he or she is interested, in violation of any Federal, State, or City statue, ordinance, or regulation. The Consultant shall not employ any such person while this Agreement is in effect. SECTION FOUR: MISCELLANEOUS PROVISION 4.1 Records and Reports: Upon request by City, Consultant shall prepare and submit to City and reports concerning Consultant's performance of the services rendered under this Agreement. City shall have access, upon reasonable notice, to the books and records of Consultant related to Consultants performance of this Agreement in the event any audit is required. All drawings, documents, and other materials prepared by Consultant in the performance of this Agreement (i) shall be the property of City and shall be 12 Contract No. C34470B delivered at no cost to City upon request of City or upon the termination of this Agreement, and (ii) are confidential and shall not be made available to any individual or entity without prior written approval of City. Consultant shall keep and maintain all records and reports related to this Agreement for a period of three (3) years following termination of this Agreement, and City shall have access to such records in the event any audit is required. 4.2 Notices: Unless otherwise provided herein, all notices required to be delivered under this Agreement or under applicable law shall be personally delivered, or delivered by United States mail, prepaid, certified, return receipt requested, or by reputable document delivery service that provides showing date and time of delivery. Notices personally delivered or delivered by a document delivery service shall be effective upon receipt. Notices delivered by mail shall be effective at 5:00 p.m. on the second calendar day following dispatch. Notices to the City shall be delivered to the following address: OFFICE OF THE CITY CLERK City of Palm Desert 73-510 Fred Waring Drive Palm Desert, CA 92260 Notices to Contractor shall be delivered to the address set forth below: WILLDAN ENGINEERING 650 Hospitality Lane, Suite 400 San Bernardino, CA 92408 4.3 Construction and Amendments: The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. The headings of sections and paragraphs of this Agreement are for convenience or reference only, and shall not be construed to limit or extend the meaning of the terms, covenants and conditions of this Agreement. This Agreement may only be amended by the mutual consent of the parties by an instrument in writing. 4ASeverability: Each provision of this Agreement shall be severable from the whole. If any provision of this Agreement shall be found contrary to law, the remainder of this Agreement shall continue in full force. 4.5Authority: The person(s) executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, 13 Contract No. C34470B (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. 4.6Special Provisions: Any additional or supplementary provisions or modifications or alterations of these General Provisions shall be set forth in this Agreement ("Special Provisions"). 4.7 Precedence: In the event of any discrepancy between "Terms", "General Provisions", "Special Provisions", and/or "Scope of Services", "Special Provisions" shall take precedence and prevail. 14 Contract NoG34470B II. SCOPE OF SERVICES Plan Check and Inspection Services for the City to include: 1. Structural / latest City Adopted Building Code Conformance 2. Architectural / Latest City Adopted Building Code Conformance 3. Electrical / Latest City Adopted Electrical Code Conformance 4. Plumbing / Latest City Adopted Plumbing Code Conformance 5. Mechanical / Latest City Adopted Mechanical Code Conformance 6. Green Building Standards / Latest Adopted Green Code Conformance 7. Physically Disabled Laws - Title 24 Conformance (State and Federal) 8. Energy — Latest City Adopted Title 24 Energy Conformance 9. City Ordinances, Policies, and Procedures Conformance 15 Contract No. C34470C AGREEMENT FOR PLAN REVIEW AND INSPECTION SERVICES THIS AGREEMENT for contract plan review and inspection services is made and entered into in the City of Palm Desert on this day of , by and between the CITY OF PALM DESERT, a municipal corporation, hereinafter referred to as "CITY" and CSG CONSULTANTS, INC., hereinafter referred to as CONSULTANT. (The term contractor includes professionals performing in a consulting capacity.) WITNESSETH: WHEREAS, on April 1, 2015, CITY requested for qualifications from companies to provide comprehensive plan review and inspection services for conformance to the model codes, state and federal laws in the following areas of Title 24: structural, architectural, electrical, plumbing, mechanical, green, physically disabled laws, energy codes and all other local ordinances, policies and procedures when applicable. WHEREAS, pursuant to said invitation, CONSULTANT submitted a proposal, which was accepted by CITY for said services. NOW, THEREFORE, in consideration of their mutual promises, obligations, and covenants hereinafter contained, the parties hereto agree as follows: (1) TERM. The term of this Agreement shall be from July 1, 2015 through June 30, 2016, or such later date as may be agreed between parties, up to a one-year maximum. (2) NOTICES. Consultant shall deliver all notices and other writings required to be delivered under the Agreement to City at the address set forth in "General Provisions". The City shall deliver all notices and other writing required to be delivered to contractor at the address set forth following consultant's signature below. (3) ATTACHMENTS. This Agreement incorporates by reference the following attachments to this Agreement: I. General Provisions II. Scope of Service (4) Contract No. C34470C INTEGRATION. This Agreement represents the entire understanding of City and Consultant as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with regard to those matters covered by this Agreement. This Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements, and understandings, if any, between the parties, and none shall be used to interpret this Agreement. (5) AUTHORITY TO EXECUTE AGREEMENT. Both CITY and CONSULTANT do covenant that each individual executing this Agreement on behalf of each party is a person duly authorized. IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed the day and year first hereinabove written. CITY OF PALM DESERT A Municipal Corporation SUSAN MARIE WEBER, MAYOR ATTEST: RACHELLE D. KLASSEN, CITY CLERK CITY OF PALM DESERT, CALIFORNIA CONSULTANT CSG CONSULTANTS, INC VA KHOA DUONG, PE, VIDE PRESIDENT (Signature must be notarized) Contract No. C34479C I. GENERAL PROVISIONS SECTION ONE: SERVICES OF CONSULTANT 1.1 Scope of Services: In compliance with all terms and conditions of this Agreement, Consultant shall provide the goods and/or services shown on Part II hereto (Scope of Services), which may be referred to herein as the "services" or the "work". If this Agreement is for the provision of goods, supplies, equipment or personal property, the terms "services" and "work" shall include the provision (and, if designated in the Scope of Services, the installation) of such goods, supplies, equipment or personal property. 1.2Changes and Additions to Scope of Services: City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to, or deducting from said work. No such work shall be undertaken unless a written order is first given by City to Consultant, incorporating therein any adjustment in (1) the Budget, and/or (ii) the time to perform this Agreement, which adjustments are subject to the written approval of the Consultant. It is expressly understood by Consultant that the provisions of this Section 1.2 shall not apply to services specifically set forth in the Scope of Services or reasonably contemplated therein. Consultant hereby acknowledges that is accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Consultant anticipates and that Consultant shall not be entitled to additional compensation therefore. 1.3Standard of Performance: Consultant agrees that all services shall be performed in a competent, professional, and satisfactory manner in accordance with the standards prevalent in the industry, and that all goods, materials, equipment or personal property included within the services herein shall be of good quality, fit for the purpose intended. 1.4Performance to Satisfaction of City: Consultant agrees to perform all work to the satisfaction of City within the time specified. If City reasonably determines that the work is not satisfactory, City shall have the right to take appropriate action, including but not limited to: (1) meeting with Consultant to review the quality of the work and resolve matters of concern; (ii) requiring Consultant to repeat unsatisfactory work at no additional charge until it is satisfactory; (iii) suspending the delivery of work to Consultant for an indefinite time; (iv) withholding payment; and (v) terminating this Agreement as hereinafter set forth. 3 Contract No. C34470C 1.51nstructions from City: In the performance of this Agreement, Consultant shall report and receive instructions from the City's Representative designated in this Agreement. Tasks or services other than specifically described in the Scope of Services shall not be performed without the prior written approval of the City's representative. In all cases where staff are provided to City to perform any part of the Scope of Services, each and every qualified person from Consultant providing such services will be required to be reviewed and certified for such service in writing by the City's representative prior to beginning service. 1.6Familiarity with Work: By executing this Agreement, Consultant warrants that Consultant (i) has thoroughly investigated and considered the scope of services to be performed, (ii) has carefully considered how the services should be performed, and (iii) fully understands the facilities, difficulties, and restrictions attending performance of the services under the Agreement. If the services involve work upon any site, Consultant warrants that Consultant has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder. Should the Consultant discover any conditions, including any latent or unknown conditions, which will materially affect the performance of the services hereunder, Consultant shall immediately inform the City of such fact and shall not proceed except at Consultant's risk until written instructions are received from the City's Representative. 1.7Prohibition Against Subcontracting of Assignment: Consultant shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of City. In addition, neither the Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated, or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City. In the event of any unapproved transfer, including any bankruptcy proceeding, City may void the Agreement at City's option in its sole and absolute discretion. No approved transfer shall release any surety of Consultant of any liability hereunder without the express consent of City. 1.8Compensation: Contractor shall be compensated as follows: CONSULTANT inspection and plan review fees shall be as outlined in the table below for buildings checked including CBC, CRC, CIVIC, CPC, CEC, CGBSC and Title 24 energy and disabled access. (Including three checks) 4 Fee Structure for Personnel Full Plan Review by Percentage Plumbing, Mechanical & Electrical Plan Review by Percentage Structural Plan Review by Percentage Certified Plan Review / Building and Fire Life Safety Review Structural Plan Review / Structural Engineer Structural Plan Review / Professional Engineer _ . . ..... CASp Consultation CASp Inspection Certified Commercial Building Inspector Certified Building Inspector Overtime Contract No. C34470C 70% of City's Building Plan Check Fees 35% of City's Building Plan Check Fees or 70% of City's P/M/E Plan Check Fees 35% of City's Building Plan Check Fees $75 $95 $85 $100 $100* $85* $75* 1.5 x Hourly Rate (*) Add $5/hr and cost for mileage reimbursement if CSG provides transportation. All hourly rates include overhead costs including, but not limited to, salaries, benefits, Workers Compensation Insurance, office expenses, etc. Should the scope of work change or circumstances develop which necessitate special handling, we will notify the City prior to proceeding. Annual adjustments may be made by mutual agreement based upon current CPI. SECTION TWO: INSURANCE AND INDEMNIFICATION 2.1 Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Consultant shall not allow any subconsultant to commence work on any subcontract until it has provided evidence satisfactory to the City that the subconsultant has secured all insurance required under this section. Without limiting Consultant's indemnification of City, and prior to commencement of Work, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. 2.2General Liability insurance: Consultant shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CIS 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage, including without limitation, blanket contractual liability. Defense costs shall be paid in addition to the limits. The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; or (3) contain any other exclusion contrary to the Agreement. 5 Contract No. C34470C 2.3Automobile Liability Insurance: Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non -owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident. 2.4Professional Liability (Errors & Omissions) Insurance: Consultant shall maintain professional liability insurance that covers the Services to be performed 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 years after completion of the services required by this agreement. Covered professional services shall specifically include all work to be performed under the Agreement and delete any exclusions that may potentially affect the work to be performed (for example, any exclusions relating to lead, asbestos, pollution, testing, underground storage tanks, laboratory analysis, soil work, etc.). If coverage is written on a claims -made basis, the retroactive date shall precede the effective date of the initial Agreement and continuous coverage will be maintained or an extended reporting period will be exercised for a period of at least three (3) years from termination or expiration of this Agreement. 2.5 Workers' Compensation Insurance: Consultant shall maintain Workers' Compensation Insurance (Statutory Limits) and Employer's Liability Insurance (with limits of at least $1,000,000). Consultant shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of the City of Palm Desert, its officers, agents, employees and volunteers. 2.6insurance for Subconsultants: All Subconsultants shall be included as additional insured's under the Consultant's policies, or the Consultant shall be responsible for causing Subconsultants to purchase the appropriate insurance in compliance with the terms of these Insurance Requirements, including adding the City as an Additional Insured to the Subconsultant's policies. Consultant shall provide to City satisfactory evidence as required under Insurance Section of this Agreement. 2.7 Proof of Insurance: Consultant shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation. Insurance certificates and endorsement must be approved by City's Risk Manager prior to commencement of performance. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind 31 Contract No. C34470C coverage on its behalf. Current certification of insurance shall be kept on file with City at all times during the term of this contract. City reserves the right to require complete, certified copies of all required insurance policies, at any time. 2.8 Duration of Coverage: Consultant shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Work hereunder by Consultant, his agents, representatives, employees or subconsultants. 2.9City's Rights of Enforcement: In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement. 2.10 Acceptable Insurers: All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VI (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. 2.11 Waiver of Subrogation: All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against the City of Palm Desert, its elected or appointed officers, agents, officials, employees and volunteers 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 the City of Palm Desert, and shall require similar written express waivers and insurance clauses from each of its subconsultants. 2.12 Enforcement of Contract Provisions (Non Estoppel): Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder. 2.13 Primary and Non -Contributing Insurance: All insurance coverage's shall be primary and any other insurance, deductible, or self-insurance maintained by the indemnified parties shall not contribute with this primary insurance. Policies shall contain or be endorsed to contain such provisions. 7 Contract No. C34470C 2.14 Requirements Not Limiting: Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. 2.15 Notice of Cancellation: Consultant agrees to oblige its insurance agent or broker and insurers to provide to City with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage. 2.16 Additional Insured Status: General liability, Automobile Liability, and if applicable, Pollution Liability, policies shall provide or be endorsed to provide that the City of Palm Desert and its officers, officials, employees, and agents shall be additional insured's with regard to liability and defense of suits or claims arising out of the performance of the Agreement, under such policies. This provision shall also apply to any excess liability policies. 2.17 City's Right to Revise Specifications: The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the City and Consultant may renegotiate Consultant's compensation. 2.18 Self -Insured Retentions: Any self -insured retentions must be declared to and approved by City. City reserves the right to require that self -insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by City. 2.19 Timely Notice of Claims: Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant's performance under this Agreement, and that involve or may involve coverage under any of the required liability policies. 2.20 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, where applicable, shall include, but shall not be limited to: (A) 8 Contract No. C34470C adequate life protection and lifesaving equipment and procedures; (B) instructions in accident prevention for all employees and subconsultants, 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. 2.21 Additional Insurance: Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work. SECTION THREE: LEGAL RELATIONS AND RESPONSIBILITIES 3.1 Compliance with Laws: Consultant shall keep itself fully informed of all existing and future state and federal laws and all county and city ordinances and regulations which in any manner affect those employed by or it or in any way affect the performance of services pursuant to this Agreement. Consultant shall at all times observe and comply with all such laws, ordinances, and regulations and shall be responsible for the compliance of all work and services performed by or on behalf of Consultant. When applicable, Consultant shall not pay less than the prevailing wage, which rate is determined by the Director of Industrial Relations of the State of California. 3.2 Licenses, Permits, Fees, and Assessments: Consultant shall obtain at its sole cost and expenses all licenses, permits, and approvals that may be required by law for the performance of the services required by this Agreement. Consultant shall have the sole obligation to pay any fees, assessments, and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for Consultant's performance of the services required by this Agreement, and shall indemnify, defend, and hold harmless City against any such fees, assessments, taxes, penalties, or interest levied, assessed, or imposed against City thereunder. 3.3Covenant Against Discrimination: Consultant covenants for itself, its heirs, executors, assigns, and all persons claiming under or through it, that there shall be no discrimination against any person on account or race, color, creed, religion, sex, marital status, national origin, or ancestry, in the performance of this Agreement. Consultant further covenants and agrees to comply with the terms of the Americans with Disabilities Act of 1990 (42 U.S.C. §12101 et. seq.) as the same may be amended from time to time. 3.41ndependent Consultant: Consultant shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor. City shall not in any way or for any 9 Contract No. C34470C purpose become or be deemed to be a partner of Consultant in its business or otherwise, or a joint venture, or a member of any joint enterprise with Consultant. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. Consultant will however, act as an agent of the Building Official when performing ministerial enforcement duties in the application of City codes and regulations. Neither Consultant nor any of Consultant's employees shall, at any time, or in any way, be entitled to any sick leave, vacation, retirement, or other fringe benefits from the City; and neither Consultant nor any of its employees shall be paid by City time and one-half for working in excess of forth (40) hours in any one week. City is under no obligation to withhold State and Federal tax deductions from Consultant's compensation. Neither Contractor nor any of Consultant's employees shall be included in the competitive service, have any property right to any position, or any of the rights an employee may have in the event of termination of this Agreement. 3.5 Use of Patented Materials: Consultant shall assume all costs arising from the use of patented or copyrighted materials, including but not limited to equipment, devices, processes, and software programs, used or incorporated in the services or work performed by Consultant under this Agreement. Consultant shall indemnify, defend, and save the City harmless from any and all suits, actions or proceedings of every nature for or on account of the use of any patented or copyrighted materials. 3.6Proprietary Information: All proprietary information developed specifically for City by Consultant in connection with, or resulting from, this Agreement, including but not limited to inventions, discoveries, improvements, copyrights, patents, maps, reports, textual material, or software programs, but not including Consultant's underlying materials, software, or know-how, shall be the sole and exclusive property of City, and are confidential and shall not be made available to any person or entity without the prior written approval of City. Consultant agrees that the compensation to be paid pursuant to this Agreement includes adequate and sufficient compensation for any proprietary information developed in connection with or resulting from the performance of Consultant's services under this Agreement. Consultant further understands agrees that full disclosure of all proprietary information developed in connection with, or resulting from, the performance of services by Consultant under this Agreement shall be made to City, and that Consultant shall do all things necessary and proper to perfect and maintain ownership of such proprietary information by City. 3.7 Retention of Funds: Consultant hereby authorizes City to deduct from any amount payable to Consultant (whether arising out of this Agreement or otherwise) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and all amounts for which City may be liable to third parties, by reason of Consultant's negligent acts, errors, or omissions, or willful misconduct, in performing or failing to perform Consultant's obligations under this Agreement. City in its sole and absolute discretion, may withhold from any payment due Consultant, without liability for interest, an amount sufficient to cover such claim or any resulting lien. The failure of City to 10 Contract No. C34470C exercise such right to deduct or withhold shall not act as a waiver of Consultant's obligation to pay City any sums Consultant owes City. 3.8Termination by City: Either party reserves the right to terminate this Agreement at any time, with or without cause, upon written notice to other party. Upon receipt of any notice of termination from City, Consultant shall immediately cease all services hereunder except such as may be specifically approved in writing by City. Consultant shall be entitled to compensation for all services rendered prior to receipt of City's notice of termination and for any services authorized in writing by City thereafter. If termination is due to the failure of Consultant to fulfill its obligations under this Agreement, City may take over the work and prosecute the same to completion by contract or otherwise, and Contract shall be liable to the extent that the total cost for completion of the services required hereunder, including costs incurred by City in retaining a replacement contractor and similar expenses, exceeds the Budget. 3.9 Right to Stop Work: Termination by Consultant: Consultant shall have the right to stop work only if City fails to timely make a payment required under the terms of the Budget. Consultant may terminate this Agreement only for cause, upon thirty (30) days' prior written notice to City. Consultant shall immediately cease all services hereunder as of the date Consultant's notice of termination is sent to City, except such services as may be specifically approved in writing by City. Consultant shall be entitled to compensation for all services rendered prior to the date notice of termination is sent to City and for any services authorized in writing by City thereafter. If Consultant terminates this Agreement because of an error, omission, or a fault of Consultant, or Consultant's willful misconduct, the terms of Section 3.8 relating to City's right to take over and finish the work and Consultant's liability therefore shall apply. 3.10 Waiver: No delay or omission in the exercise of any right or remedy by a nondefaulting party on any default shall impair such right or remedy or be construed as a waiver. A party's consent to or approval of any act by the other party requiring the party's consent or approval shall not be deemed to waive or render unnecessary the other party's consent to or approval of any subsequent act. Any waiver by either party of any default must be in writing. 3.11 Legal Actions: Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted an maintained in the Municipal and Superior Courts of the State of California in the County of Riverside, or in any other appropriate court with jurisdiction in such County, and Consultant agrees to submit to the personal jurisdiction of such court. 3.12 Rights and Remedies are Cumulative: The rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 11 Contract No. C34470C 3.13 Attorneys' Fees: In any action between the parties hereto seeking enforcement of any of the terms or provisions of this Agreement or in connection with the performance of the work hereunder, the party prevailing in the final judgment in such action or proceeding, in addition to any other relief which may be granted, shall be entitled to have an recover from the other party its reasonable costs and expenses, including, but not limited to, reasonable attorney's fees, expert witness fees, and courts costs. If either party to this Agreement is required to initiate or defend litigation with a third party because of the violation of any term of provision of this Agreement by the other party, then the party so litigating shall be entitled to its reasonable attorney's fees and costs from the other parry to this Agreement. 3.14 Force Majeure: The time period specified in this Agreement for performance of services shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of City or Consultant, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including City, if the delaying party shall within ten (10) days of the commencement of such delay notify the other party in writing of the causes of the delay. If Consultant is the delaying party, City shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of such delay is justified. City's determination shall be final and conclusive upon the parties to this Agreement. In no event shall Consultant be entitled to recover damages against City for any delay in the performance of this Agreement, however caused. Consultant's sole remedy shall be extension of this Agreement pursuant to this Section 3.14. 3.15 Non -Liability of City Officers and Employees: No officer, official, employee, agent, representative, or volunteer of City shall be personally liable to Consultant, or any successor in interest, in the event of any default or breach by City, or for any amount which may become due to Consultant or its successor, or for breach of any obligation of the terms of this Agreement. 3.16 Conflict of Interest. No officer, official, employee, agent, representative, or volunteer of City shall have any financial interest, direct or indirect, in this Agreement, or participate in any decision relating to this Agreement which affects his or her financial interest or the financial interest of any corporation, partnership, or association in which he or she is interested, in violation of any Federal, State, or City statue, ordinance, or regulation. The Consultant shall not employ any such person while this Agreement is in effect. SECTION FOUR: MISCELLANEOUS PROVISION 4.1 Records and Reports: Upon request by City, Consultant shall prepare and submit to City and reports concerning Consultant's performance of the services rendered under this Agreement. City shall have access, upon reasonable notice, to the books and records of Consultant related to 12 Contract No. C34470C Consultants performance of this Agreement in the event any audit is required. All drawings, documents, and other materials prepared by Consultant in the performance of this Agreement (i) shall be the property of City and shall be delivered at no cost to City upon request of City or upon the termination of this Agreement, and (ii) are confidential and shall not be made available to any individual or entity without prior written approval of City. Consultant shall keep and maintain all records and reports related to this Agreement for a period of three (3) years following termination of this Agreement, and City shall have access to such records in the event any audit is required. 4.2 Notices: Unless otherwise provided herein, all notices required to be delivered under this Agreement or under applicable law shall be personally delivered, or delivered by United States mail, prepaid, certified, return receipt requested, or by reputable document delivery service that provides showing date and time of delivery. Notices personally delivered or delivered by a document delivery service shall be effective upon receipt. Notices delivered by mail shall be effective at 5:00 p.m. on the second calendar day following dispatch. Notices to the City shall be delivered to the following address: OFFICE OF THE CITY CLERK City of Palm Desert 73-510 Fred Waring Drive Palm Desert, CA 92260 Notices to Contractor shall be delivered to the address set forth below: CSG Consultants, INC. 801 Park Center Drive, Suite 230 Santa Ana, CA 92705 4.3Construction and Amendments: The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. The headings of sections and paragraphs of this Agreement are for convenience or reference only, and shall not be construed to limit or extend the meaning of the terms, covenants and conditions of this Agreement. This Agreement may only be amended by the mutual consent of the parties by an instrument in writing. 4.4Severability: Each provision of this Agreement shall be severable from the whole. If any provision of this Agreement shall be found contrary to law, the remainder of this Agreement shall continue in full force. 13 Contract No. C34470C 4.5Authority: The person(s) executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. 4.6Special Provisions: Any additional or supplementary provisions or modifications or alterations of these General Provisions shall be set forth in this Agreement ("Special Provisions"). 4.7Precedence: In the event of any discrepancy between "Terms", "General Provisions", "Special Provisions", and/or "Scope of Services", "Special Provisions" shall take precedence and prevail. 14 Contract No. C34470C II. SCOPE OF SERVICES Plan Check and Inspection Services for the City to include: 1. Structural / latest City Adopted Building Code Conformance 2. Architectural / Latest City Adopted Building Code Conformance 3. Electrical / Latest City Adopted Electrical Code Conformance 4. Plumbing / Latest City Adopted Plumbing Code Conformance 5. Mechanical / Latest City Adopted Mechanical Code Conformance 6. Green Building Standards / Latest Adopted Green Code Conformance 7. Physically Disabled Laws - Title 24 Conformance (State and Federal) 8. Energy — Latest City Adopted Title 24 Energy Conformance 9. City Ordinances, Policies, and Procedures Conformance 15