HomeMy WebLinkAboutC24211 First Amendment Plan Review Services FY 2006-07REQUEST:
CITY OF PALM DESERT
BUILDING & SAFETY DEPARTMENT
STAFF REPORT
By Minute Motion approve the First Amendment to the Agreement
for contract plan review services with Esgil Corporation of San
Diego, California. This Amendment extends the term of services
for one year — July 1, 2006 to June 30, 2007.
SUBMITTED BY: Amir (Ali) Hamidzadeh, Director of Building and Safety
CONTRACTOR: Richard James Esgate, President
Esgil Corporation
9320 Chesapeake Drive, Suite 208
San Diego, CA 92123
DATE: June 22, 2006
CONTENTS: Contract Extension Letter — June 8, 2006
Contract No. C24210
Scope of Services
Recommendation:
By Minute Motion approve the First Amendment to the Agreement for Contract
Plan Review Services with Esgil Corporation of San Diego, California. This
Amendment extends the term of services for one year — July 1, 2006 to June
30, 2007, Contract No. C24210.
Background:
Contract No. C24210 was awarded by City Council to Esgil Corporation of San Diego,
California on August 25, 2005. Esgil Corporation has agreed, by letter of extension
dated June 8, 2006, to continue to provide the same plan review services as outlined in
Scope of Services (page 14 of the attached contract), with no change in service costs.
The term of the extension is from July 1, 2006 through June 30, 2007.
Funds are available in Account No. 110-4420-422-30-10.
Document 1
Staff Report
First Amendment to the Agreement for Plan Review Services, Contract No. C24210
Esgil Corporation
June 22, 2006
Page 2.
Therefore, staff recommends that City Council, by Minute Motion, approve the First
Amendment for Contract Plan Review Services with Esgil Corporation.
Submitted By: Reviewedlnd Con
ti
Amir (Ali) Hamidzadfi, P.E.
Director of Building and Safety
Reviewed:
Dave Erwin, City Attorney
Approv
Paul Gibson, Director of Finance
Approval:
Carlos Ortega, Manager
Homer Cr
for Deve
ssistant City Manager
ent Services
:ITY COUNCILACTION:
APPROVED kdr
DENIED
RECEIVED OTHER
MEETI ► G DATE (' - %fit - P,
AYES•G't'-j .04146) dC
NOES:
ABSENT:. -
ABSTAIN:
VERIFIED BY:
Original on File w
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June 8, 2006
FEDERAL EXPRESS
Richard James Esgate, President
Esgil Corporation
9320 Chesapeake Drive, Suite 208
San Diego, CA 92123
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RE: Contract No. C24210 — Plan Review Services Agreement — Extension
Dear Mr. Esgil:
The above referenced Agreement for contract services, for the City of Palm Desert
Building and Safety Department, expires on June 30, 2006. Per the TERM of the
Agreement for Plan Review Services, we would like to extend the Agreement until June
30, 2007, with no change in review costs. Please sign and return this extension for
contract services, if you concur.
I would like to take this opportunity to thank you and your staff for the excellent plan
review services, and look forward to our continued professional relationship. If you
have any questions, please don't hesitate to call me at (760) 776-6420.
Sincerely,
Amir (Ali) Hamidzadeh, P.E.
Director of Building and Safety
AH:mc
Acknowledge:
ESGIL CORPORATION
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Signature: /ii.-4- C
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Print Name:4 - ! _) =; ..ct_ l P- ,:-....,
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Date: I� , "� ! (,,
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CONTRACT NO. C24210
AGREEMENT FOR PLAN REVIENN- SERNACES
TI IIS AGREEMENT lirr contract plan review scryiccs is made and cntcred into in the City of
Palm Desert on this _';th day of August, 200-. by and betNeell the CiTY OF PAIAi DESERT, a
municipal cor)ioration. hereinafter referred to as "C[TY" and FSGIL CORPORATION. hereinafter
referred to as CON FRAC'TOR. ( ]'Ile term contractor irreludes professionals perfimiiing, in a
consulting capacith.)
WFUN1;SSFFI1l:
\VIIEREAS. on July 21, 2005. CITY requested proposals 11-0111 companies to provide
comprehensive plan review fir- coil fimrtancc to the model codes and slate Ia%y in the toIIo\\ in,g areas
ofTltle 24: structural, architectural.electrical, plumbing. mechanical, physically disahlcd laNys, and
energy codes.
\VHI:RI ,1S. pursuant to said invitation, CONTRA('] OR submitted a proposal, which was
accepted by CITE' fire said services.
NOW. THEREFORE, in consideration oftheir mutual promises. obligations. and covenants
hereinafter contained, the parties hereto agree as follo\\s:
(1) TERIN1. The term of this Agreement shall he from July 1. 2005 through June 30,
2006. or such later date as may he agreed between parties. up to a one-year
maximum.
(2) NO"1'ICES. Consultant shall deliver all notices and other wi-Rings required to he
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 he
delivered to contractor at the address set filr-th lirllowing consultant's signature below.
(3) ATTAC:HMEN-1-S.
'['his Agreement incorporates by reference the following attachments to this
:agreement:
General Provisions
Special Prim isions
Scope of Service
(4) ISTFGR,4.-1.10N.
This Agreement represents the entire understanding of City and Contractor it." to
those matters contained herein. \o prior oral or \k•ritten uiidcrstandirtg shall he ofany
f6rcc or effect with regard to those matters coy crcd by this t�grccmcrtt. This
Agreement super'scdes and cancels any and all prc% ious negotiations. arrangements.
agreements. and understandings, if'any, between the parties, and none shall he used
to interpret this Agreement.
CONTRACT NO. C24210
(5) :kt.•I-IIOR1'1-N''l'O E\EC'tiTE A(-;RN:ENIE:N'I'. Both C'IT)' and (.'O\TRAC I'(-)IZ
do co\ l;llant that each indiV ideal exccutillg tills \gl.ccllltllt oll I)tIl(lit oI cach party l5
a person duly- authorized.
III �k I'I-nL-SS \k'HI.RFo F. the Il<lrtiCS I1cI-ctO ha%e caused this instrtinlcnt to he cxccutcd the
da\• and year lust hcreinabov c written.
(-'ITY 01 PALM DESERT
\lunieipal Corporation
Corporation
fit'I OR1) ITES. NIA Y0R
ATTEST:
it:tC'Iit I.l_F I). KI. 0zSE\, CITY ('114K
CITY 01; PALMI DESFR l , ('.xI,IF0R\IA
CONTRACTOR
Esgil Corporation
Richard Jatnc;.ti Esgatc. Preaidcnt
(Signature must be notarized)
CA9_IPO"NIA ALL WPU RPOSK A(IMNOWLEraGt ENT
State of California
. ss.
County Of
On _.. before me.
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Yale.
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Name and'Frle of lMcrr le 9 'Jarx, Doe, Wary Pu I :
!personally appeared
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personally known to me
I I proved to me on the basis of satisfactory
evidence
to be the person(s) whose name(s) is/are
subscribed to the within instrument and
acknowledged to me that he/she/they executed
the saute in his/her/their authorized
capacity(ies), and that by his/her/their
r;11tA tIIREt�lE12
CamffAwon 113737ab
signature(s) on the instrument the persons}, or
Nowy pubic _ Clio
the entity upon behalf of which the person(s)
San t71e00 County [
acted, execbNd the instrument.
My Comm. E)q*es Sep 9. 2006 r
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WITNESS my- fvand and ofhcialrseal.
-'lace Notary Seal AbuvcPIwL,-
_ _ _.. �._ . _..�........_..� _._ OPTIONAL
Though the infumation below is not 7equiled by law, it +nay pfove valuable I persons relying on the doc:unler7t
and could prevent fraudulent removal and reattachment of this form to another da:ument
Description of Attached Document
Title or Type of Document:
Document Date. --__ _ _ _ Number of Pages.—_-
Signer(s) Other than Named Above:
Capacity(ies) Claimed by Signer
Signer's Name:—
L Individual .
� I
Corporate Officer --- Title(s): t^l1 of Ihi,mt nMC _ _
Partner - - - Limited General
I_ Attorney in Fact
Trustee
lJ Guardian or Conservator
Other: f
Signer Is Representing.
1997 Nalr••Iryl NMa^i • o356 D- S'ICA— 00 Buz 24:?.: r'ht•(sw,rh r.A c611 J4lri n-o, N . 4,907 i.e11 Ipl.Ftr.o I fR'.11-875-fiR21
CONTRACT NO. C24210
GENERAL PROVISIONS
SECTION ONE: SERVICES OF CONTRAC"TOR
1.1 Scope of Services: hl colllphallce with all terms and conditions of this Agreement,
Contractor shall provide the goods and or scr\ices shown on Part Whereto ('`Scope of
Services''). which nuly be referred to herein as the "services" or the "work." If this
Agreement is for the provision ofgoods, supplies, equipment or personal property. the
terns "services" and "work" shall include the provision (and, if dcsinatcd in the Scope
of Services. the installation) of such goods, supplies. equipment or personal property.
1.2 Changes and Additions to Scope of Services: Cot, shall have the right at any time
during the performance of* the services. \vithout invalidating this Agreement. to order
extra \cork beyond that specified in the Scope of'Scr\•iccs or make changes by altering,
adding to, or deducting li-onl said work. No such work shall he undertaken unless a
written order is first given by City to Contractor, incorporating therein any adjustment in
(1) the Budget, and or (11) the time to perform this A rccme it, wlich adjustments arc
Suhjcct to the written apprm al of the Contractor. It is expressly understood by
Contractor that the provisions of'this Section 1.2 shall not apply to services specifically
set forth ill the Scope f Services or reasonahl\ contemplated therein. Contractor hereby
acknowledges that is accepts the risk that the services to he pro\ ided pursuant to the
Scope of Services ilia,, he more costl\' 01' time C011SLI1111 lg than Contractor anticipates and
that Contractor shall not be entitled to additional compensation therefore.
1.3 Standard of Performance: Contractor agrees that all set-\ ices shall be perfimned in a
competent, protcssional, and satisfactory manner in accordance \\ ith the standards
prc\ alent in the industry. and that all goods, imperials, equipment or personal property
included %vithin the seryiccs herein shall he ofgood quality. fit i'Or the purpose intended.
1.4 Performance to Satisfaction of City: Contractor agrees to perform all work to the
satisfaction of'(-'ity \cithin the time specified. lf'C'ity reasonablydetcrnincs that thework
is not satisfactory, City shall have the right to take appropriate action. including but not
limited to: (1) meeting with Contractor to reyie\v the Lluality of the work and resol\•c
niattcrs of concern: (I0 rcyuiring Contractor to repeat unsatisfactory work at no
additional charge until it is satisfactory: (111) suspending the delivery of, work to
Contractor Ior all Illdchnitc trine: (I\ ) \\lthholding p.mnent: and (\') terlllllatill" this
Agreement as hereinafter set forth.
1.5 Instructions from City: In the performance ofthis Agreement, Contractor shall report
and receive instructions from the City's Rcpresciltatl%c designated in this Agreement.
Tasks or services other than specifically described in the Scope o1'Sei-\•ices shall not he
pertorllled Without the prior written approval of'the C'ity's rcpresentati\'C.
3
CONTRACT NO. C24210
1.6 Familiarity Mth Work: By executing this :\grecmen1. Contractor Warrants that
Contractor (i) has thoroughly investigated and considered the scope of services to be
perfimned. (ii) has carcf•ulk considered ho\V the scryices should he performed. and (iii)
fully understands the facilities. difficulties, and restrictions attending pertorrnancc of the
Services under the Aggeenlcnt.
If the services involve work upon any site, Contractor \yarrants that Contractor has or
\gill in\estigate the site and is or will he fully acquainted with the conditions there
exiting. prior to commencement of scr\ Ices hereunder. Should the Coll traCtllr discover
any conditions. Including allylatent or Unknown conditions. Which \yell materially affect
the perfornlalicc of the services hereunder. Contractor shall immediately inlorlll the City
of such fact and shall not proceed except at Contractor's risk Until Written instructions are
received from the City's Representative.
1.7Prohibition Against Subcontracting of .Assignment: Contractor shall not contract With
any other entity to pertin-m 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 maybe tratisten-ed, assigned, coin eyed. hypothecated. or encumbered voluntarily
or by operation of law. Whether t6r the bcnef it of creditors or otherwise, without the prior
\written approval 01' CIt}. In the event of ally unapproved transfer, includirtt; anv
bankruptc,- proceeding. City may void the Agreement at City's option in its sole and
absolute discretion. No approved transfer shall release any surety of Contractor of'any
liability hcrcundcr Without the expl-ess consent 01'C'ity.
1.8 Compensation: Contractor shall he compensated as follows:
A. Esgil Corporation's plan rc\ ic\v fee shal l be 70" o of the City of Palm Desert
building plan revic\v tee for each commercial building checked includding
UBC. U'VIC. UPC, NEC'. and Title 24 ciicrg\and disabled access.
(Including all rechecks)
B. Esgil Corporation's plan rcyic\\ feel shall be 80'o oftlic City ol'Palm Desert
plan review fcc for each residential building checked. Tract repeats shall he
reduced to 20"o. (Includes all rechecks)
C. Structural -only reyie\\•s Will be reduced to 50"o of the City*s building plan
rc\ ic\y fee. (Includes all rechecks)
D. \'(ajor revisions initiated by the designer after completion ofplan revicw is
rc\ic\\Cd at our preferred hourly rate when requested by the City. as defined
III F.sgil Corporation I.ahor Rates Schedule dated July 1. 2001.
F. i-.xpcditcd rc\ icWs are available fir a 50" o fee surcharge.
4
CONTRACT NO. C24210
SECTION'TWO: 1\SUR:I.ICE AND INDEMNIFICATION
2.1 Insurance: Without limiting Contractor's indemnification obligations. Contractor
shall procure and Maintain. at its sole cost and for the duration of this Agreement,
insurance coy erage as provided helmN , against all claims for injuries against persons
or damages to property �� hich 111m, arise fi-oni or in connection �� ith the perfurulancc
of this �\ ork hereunder bN Contractor. its agents. represcmatV, es. employees. and 'or
subcontractors. In the event that Contractor Subcontracts any portion ofthc work in
compliance with Section 1.7 of this Agreement, the contract between the Contractor
and Such Subcontractor shall require the subcontractor to maintain the same policies
01'111surance that the contractor is required to maintain pursuant to this Section 2. 1.
2.1.1 insurance Coverage Required: The policies and atnountS of insurance reduired
hereunder shall he as follows:
General Liability (including premises and operations, contractual liability.
personal injury, independent contractors liability); One Milliotl Dollars
(,S1.000.000) single limit, per occurrence. if -commercial general liability
insurance or other f61711 w ith a general aggregate limit is used, either the
general aggregate shall apply separately to this project. or the general
aggregate limit shall he three tinges the occurrence limit.
If. .automobile LiahilitV (including owned, non -owned. leased. and hired autos):
One Million Dollars (`i 1,000.000) single limit. per occurrence tier bodily
injury and property damage.
iii. \�1-orkers C'oninensation and EnivloNer's Liabilitti: "'of I Co11 pensatlon
insurance (if Contractor IS reduired to haVc) in an amount reduired by the
laws of the State of' Calitbrnia and Employer's Liability Insurance In the
amount of One Million Dollar (S I ,000.000) per occurrence for injuricS
incurred in providing services under this Agreement.
iv. Professional Liability (covering errors and 0IIIISsmlls):One Million Dollars
(S I.000,000) per occurrence.
V . Other Insurailce: Such other policies of insurance as may be required in
"Special Provisions".
2.1.2. General Requirements. All of Contractor's insurance:
(1) Shall name the CIt . and its officers, officials. employees, agents.
represcntames and volunteers (collectBely hereinafter "C'ity and Cite
Personnel") as additional insured and contain no special 11n111ations on the
scope of protection afforded to City and Oty Personnel:
I,
CONTRACT NO. C24210
(') Shall be prinuu-y insurance and an% insurance or SCIt'- III surance nrlirltailed b,,-
0tv or City Personnel shall he in excess of Contractor's insurance and shall
not contrihutc With it.
(Z) Shall he "occurrence" father than "claims mule" insurance:
(4) Shall apply scparawk to each insured apinst xhom claim Is ]Made or suit is
brought. cxccpt with respect to the lilliits of'thc insurer's liahility.
(� 1 Shall he endorsed to state that the insurer shall xyaiyc all rights of,ubrogation
against ('ity and CIt\ Personnel:
(6) Shall he w-lucn by good and solvent insurer(s) admitted to do bLISII1e5S Ill the
State of California and approved in writing by City, and
(7) Shall he endorsed to state that coverage shall not be suspended. voided,
cancelled. reduced in coverage or in limits. llllll-rene��ed. or Illaterially
changed for any reason. Without thil-ty (0) days prior written notice thereof
given by the insurer to City by I '.5. mail, certified, or by personal delivery.
2.1.3. Deductibles:
Any deductibles of stilt=insured retentions nmst he declared to and approved b\ City
prior to the cxccution of this Agreement by City.
2.1.4. Evidence of Coverage:
Contractor shall furnish City Nvith certificates of insurance demonstrating the
coverage required by this Agrccnient, which shall be recek cd and approved by City
not less than live (-5) working days before work commences.
2.1.5. Workers Compensation Insurance:
If Contractor is required to pro%ide Worker's Compensation Insurance, Contractor
shall file with City the following signed certification:
"I am a\• arc of', acid will comply with. Divisions 4 and S of the
C'alitilrnia Labor Code by securing, paying fior. and
I11allltailllllg in fulf torce and effect file the duration of the
contract, compIcte "Worker's Compensation IIISUrance. alld
shall fui-nish a Certificate of Insurance to City hefiore
execution of'thc ;1(Freenlent.'.
6
CONTRACT NO. C24210
III the Cent Contractor has 110 CIt1pI0yCCS rCgll1r111g C olltrador to provide \Vorker's
Compensation Insurance. Contractor shaI l so certi f y to City in n riting pricer to City's
execution of this Agreement. City and City Personnel shall not he responsible for
any claims in la\%_ or equity oecasiorlcd by fallu►-e of the Contractor to comply \%1111
this section or with the provisions of' law relating. to Worker's Colllpcllsation.
2.2 Indemnification:
Contractor shall indenlni fv, defend. and hold City and Cith Personnel harmless trolll
and against and and all actions. suits. claims, cfenulnds. flldonlerlts. attonicy's Iccs.
costs, damages to persons or property, losses, penalties, obligations, expenses or
liabilities (herein "claims" or "liabilities") that play he asserted or claimed by any
person or cntitv arisinl; out of the willful or ricgligent acts. errors Or 01111SSIor1S of
Contractor. its employees, agents. representatives or subcontractor, in the
performance ot'anv tasks or services for or on behalfof0ty, v ictl►cr or not there is
concurrent acti\ c or passive negligence on the part ot'City and or City Personnel. but
excluding such claims or liabilities arising fi orn the sole active negligence or k� illf it
misconduct of City or City Personnel. In connection therewith:
2.2.1 Contractor shall dcicnd ally action of actions filed 111 connection with any such
elaims or Iiabilities, and shall pay all costs and expenses. ineludinu attorney's fees
incurred In colincetioll therelyith.
2.2.2. Contractor shall promptly pal' ally Judgment rendered against City or ally CIO,
PUS01111C1 for any such claims or liabilities.
2.2.3 111 the event City and: or any City Personnel is rnade a party to any action or
proceeding tiled or prosecuted fur any such damages or other claims arising out ofor
Ill Connection With the negligent performance or a failure to perlornl the work or
activities of Contractor, Contractor shall pay to City any and all costs and expenses
incurred by City or City Personnel in such action or proceeding. together with
reasonable attorney's tees and expert Witness fees.
SECTION THREE: LEGAL RELATIONS AND RESPONSIBILITIES
3.1 Compliance %%ith Laws:
Contractor shall keep itself fully infiirnled of all existing and future state and federal
laws and all county and city ordinances and rcgulatlons Whleh ill any manner affect
those employed by or it or in any \4ay affect the performance of services pursuant to
this Agrccnient. Contractor shall at all times observe and comply with all such laws,
ordinances, and rel;ulations and shall be responsible fur the compliance of all work
and scr\ ices pertornlcd by or on behal f'o f 'ontractor. \.k" hcn applicable. Contractor
;hall not pay less than the prey,ailing wage. Which rate i� determined by the i)irectur
of Industrial Relations ofthc State of Calitorilia.
7
CONTRACT NO. C24210
3.2 Licenses, Permits. Fees, and ;assessments:
Contractor shall obtain at its sole cost and expenses all licenses, hermits, and
appro%aIs that maybe required by law I()1- the pert6rillance elfthe set -vices required by
this Agreement. Contractor shall lia\ e the sole obligation to pay any fees,
assessments, gild taxes, plus applicaiblc penalties and interest, xc•hlcli may he imposed
by law and arise from or arc necessary liir Contractor's performance of the services
required by this Agreemem, and shall indcnlnii'y, defend, and hold harmless City
against an% such fees, assessments. taxes. penalties, or interest levied, assessed. or
imposed against City thereunder.
3.3 Covenant Against Discrimination:
Contractor covenants lirr itself, its heirs, executors, assignls, and all persons clainling
under or through it. that there shall he no discrimination against any person on
account or race, color. creed, religion. sex. marital status, national origin. or ancestry,
in the pertbiwancc of this Agreement. Contractor further covenants and agrees to
comply with the terms of the Americans N%ith Disabilities Act of 1990 (42 U.S.C. §
12101 et. sc(l.) as the same may he amended tram time to time.
3.4 independent Contractor:
Contractor shall perlorlll all services required herein as an independent contractor of
Clty and shall remain at all tulles as to Clt\. a wholly independent contractor. 00.
shall not in any way or liar any purpose beconle or be dcetdcd to be a partner of
Contractor in its hUSlilesS or othCIANAsc, or a joint venture, or a member of anv joint
enterprise with Contractor. Contractor shall not at ally tilllc or in any manner
rcpl-well[ that It or Idly of its agents or crriployees are agents or employees ofC'UN.
Neither Contractor nor am of Contractor's employees shall. at any tilllc. or in any
way, be entitled to any sick leave, vacation. retirement, or other fi-inge benefits from
the City: and neither Contractor nor any of its employees shall he paid by City tilllc
and one-halftur working in excess of forth (40) hours in any one 4veck. City is under
no obligation to withhold State and 1=ederal tax deductions from Contractor's
compensation. Neither Contractor nor any of Contractor's employees shall he
included in the competitive scrviec. have any property right to ally position, or any of
the rights an employee may have in the event of tcnlll*natioil of tuts Agreement.
3.5 Use of Patented Materials:
Contractor shall assume all costs arising f -0111 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 Contractor
under this .Agreement. Contractor shall in(lcnlnif}-, defend, and save the City handless
from any and all suits, actions ur proceedings of every nature for or oil account ofthe
use of any patented or copyrighted materials.
8
CONTRACT NO. C24210
3.6 Proprietary Information:
All proprietary infiirmation dc\clopcd spccifically for City by Contractor ill
connection with. or resulting from. tills Agreemem. including but not limited to
inventions, discoveries. Improvements, copyrights. patents, maps. reports, textual
material. or sottv"are programs, but not nuauchrl,I C'omractor's tlnderlwnlL, materials,
software, or know-hu\\. shall he 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 ON. C'olltl':IClor agrees that the conipensation to be paid
Pursuant to this Agreement includes adcquatc and suflicicnt compensation tier any
Proprietary Information developed in connection Kith or resulting fro►11 the
perforriance of Contractor's seI-yices under this Agrecnicnt. Contractor tbillier
understands agrees that gull disclosure of'all proprietary Information developed in
connection \\ ith. or resulting from, the performance of*scryices b,� Contractor under
this Agreement shall he made to City, and that Contractor shall do all things
necessary and proper to perfect and maintain ownership of such proprietary
inlimnation by City.
3.7 Retention of Funcis:
Contractor hereby authur17es City to deduct from an} amount payable to Contractor
(\yltcthcr arising out of tills ;agreement or otlicrwisc) any amounts the payment of
\� hich may he in dispute hereunder or which are necessary to compensate City for
any losses. costs, liabilities, or damages suffered by City, and all amounts for \\hick
City may be liable to third parties, by reason of Contractor's ticgligmit acts. errors, or
omissions, or \willlld misconduct. in performing or tailing to perlimn Contractor's
uhlig:ltions under this :agreement. City in its sole and absolute discretion, may
withhold from any pad-incnt due Contractor, without liability filr interest, an amount
sufficient to Cover such Claim or atiN, resulting hen. The (allure of ('itv to exercise
such right to deduct or withhold shall not act as it waiver of Contractor's obligation to
Pay City any sums Contractor o\wcs City.
3.8 'Termination by City:
City reserves the right to temiinatc this Ageement at any time, \cith or without cause,
upon \writtcti notice to Contractor. (:Pon receipt of any viotice of termination from
City, Contractor shall immediately cease all services hereunder except such as may
be speciticallx approved in writing by City. Contractor sliall be entitled to
cunipcnsation filr all services rendered prim- to receipt of'City's notice ofterinination
and for an\, services authorized in writing by City thereafter. If termination is due to
the failure of,Contractor to fultill its obligations under this Agreement, C W. may take
o\-cr the work and prosecute the same to completion by contract or other\wlse, and
Contract shall be liable to the extent that the total cost tier completion of the services
required licrcunder. including costs incurred by City ill retaining a replacement
contractor and similar expenses. exceeds the Budget.
9
CONTRACT NO. C24210
3.9 Right to Stop Work: 'Termination bN Contractor:
Contractor shall ha%c the right to stop work only it -City fails to tllllely Illakc a
payment required under the terms of the Budget. Contractor nlav terminate this
�g-cement only for cause, upon thirty (ZU) days' prior iwrittcn notice to 0ty.
Contractor shall inlllledlatcly cease all services hereunder as of the date Contractor's
notice of- tcrinination is sent to City. except such services as may be specifically
approved in writilig by City. Contractor shall be entitled to compensation tier all
SCIA Ices rendered prior to the date notice of termination is sent to City and ten• ally
services authorized in writing by City thereafter. If Contractor tcnllinates this
Agrecment because of•an error, omission. or a fault ol'Contractor, or Contractor's
\killf it misconduct. the ternis of Section 3.S relating to CiWs right to take over and
finish the \kork and Contractor's liability thcrcfiir shall apply.
3.10 Waiver:
No dclav or omission in the exercise of ally right or rcnlccly by a rlorldetaultlllg party
un and default shall impair such right or renled-v or he construed as a waiver. A
paltv'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 ally subsegtlerlt act. AIIy kkalvcr by either party of'
any default must he in writing.
3.11 Legal Actions:
I.c&;al actions cmiccriling all\ dispute, clairll, or platter arising out ofor in relation to
tills Agg-ccillellt shall be instituted an maintained in the Municipal and Superior
Courts of the State of C.'alif'Orrlia in the Countv of Riverside, or in any other
appropriate court Wth jurisdiction in such County and Contractor agrees to submit to
the personal jurisdiction of' such court.
3.12 Rights and Remedies arc Cumulative:
1'hc rights and remedies of -the parties are cumulative and the exercise b} either party
ol•one or snore of•such rights or remedies shall not preclude the exercise by it, at the
same or dill'crcrit times, of any other rights or remedies fi)r the sank default or arty
Other default by the other part'_
3.13 Attorneys' Fees:
In any action between the parties hereto seeking cniurcemcnt of any of the terms oI•
provisions of' this Agreement or in connection with the perforrnatice of' the work
hereunder. the party prevailing in the final judgment in such action or proceeding. in
addition to any other relief which relay he granted. shall be entitled to ha\ e an recover
fi•onl the other party its reasonable costs and expenses, including, but not linritcd to.
reasonable attorncv's fees. expert %witness fees, and court~ costs. if either party -to this
Aorcerllcnl is required to initiate or clefeild litigation with a third party because ofthe
Miaticm o(' aily terill of pyo\ isioll of•this .--%greement by the other party, then the patty
CONTRACT NO. C24210
so litigating shall he entitled to its reasonable attorneys tires and costs from the other
party to this Agrecincut.
3.14 Force Majeure:
The time period specified in this Agreement for performance ol'scrvices shall he
extended because of -any (lelays due to untiiresccable causes bcvond the control and
%%ithout the fault or 11cuill;ellce ofC'ity or Contractor. including, but not restricted to.
acts of' God or of the public enenl,, unusual]% severe Breather. fires, earthquakes.
floods. epidemics, Lluarantinc restrictions, riots, strikes, freight embargoes, gars.
litigation. artd'or acts of any goyertctitaacc. ncudinCty, tile dcla%* ng
party shall within tell (1 U) days of the conimencerllellt of such delay notify the other
party in writing of the causes of the delay. ]f Contractor is the delaying party. City
shall ascertain the facts and the extent ofdclay. an(l extend the tulle for pertornll(lg
the services tier the period of the enforced delay �i hen and if'in the ju(timient of such
Lfelay is justified. City's determination shall be final and conclusive upon the parties
to this Agreement. In no event shall Contractor be entitled to recover (lanlagcs
against City for any delay in (he performance of this Ap-cement, however caused.
Contractor's sole remedy shall be extension of this Agreement pursuant to this
Section 1.14.
3.15 Non -Liability of City Officers and Employees:
No officer, official, employee, agent. rcpresentati�c. or %oluntccr of 0tv shall he
personally liable to Contractor, tlr- any successor in interest, in the event of am
default or breach by (.'itv, or fur any alllount which may becoinc due to Contractor or
its successor, or fur breach ofany obligation of tlty terms of this Agl-cement.
3.10 Conflict of Interest.
No officer, oflicial. employee, agellt. i-epreserltatlx e . or voluntecr of(.lty shall have
any financial interest, direct or indirect, in this Agrccnlcia. or participate in ally
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 I-ederal, State. or City statue, ordinance, or regulation.
The Contractor shall not employ aily such person title this Agreement is In effect.
SECTION FOUR:: TISCELLANEOUS PROVISiON
4.1 Records and Reports:
Upon request by City. Contractor shall prepare and submit to City and reports
collecrning Contractor's performance ol'the services rcn(fercd undcr this Agreement.
City shall have access, upon reasonable notice. to the books and records of
Contractor related to Contractor's per{Orlllarlee of tills Agrcement in the event arty
audit is required. All drawings. (locunlerlts. and other materials prepared by
Contractor ill the performance of this Agi-cement (1) shall be the property of ('ity and
CONTRACT NO. C24210
shall he delivered at no cast to Clty upon rcqucst of (_'ity or upon the tenllinatioll of,
this Agreement. and (Ill) are confidential and shall not he made available to any
individual or entity �� ithout prior �rritten approval of City. Contractor shall keep and
maintain all records and reports related to tills :agreement for a period ofthree (3)
years following termination of tills Aoreenlcnt. and City shall have access to such
records In till' event any audit is required.
4.2 Notices:
t mess otherwise provided herein, all notices rcquircd to he delivered under this
Agreement or under applicable U& shall he personally delivered. or delivered by
I.:nited States mail, prepaid, certified, return receipt requested, or by reputable
document delivery seI-V ice that prop ides showing date and time of-dcli� ery. Notices
personally delivered or delivered fly a dOCUIllCnit delivery service shall be effective
upon receipt. Notices delivered by mail shall be cficctive 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 ('I,I:RK
City of,PalmDesert
73-� 10 Fred Waring Drive
Palm Desert, CA 92260
Notices to Contractor shall be dclP crcd to the address set forth below:
Esgil Corporation
9320 Clicsapcake Drivc. Suite 208
San Diego, CA 92)123
4.3 Construction and ,Amendments:
The terns of this Agreement shall he construed in accordance with the nnanin�,u, of
the language used and shall not he construed fir or against either party by reason of
the authorship of this Agreement or any other rule of construction which might
otherwise apply. The headings ofscctions and paragraphs ofthis Agreement are for
comcnicnce or reference only. and shall not be construed to limit or extend the
meaning of tile terms, covenants and conditions of this Agreement. Tills ,agreement
may only be amended h�, the mutual consent of- the parties by an instrument in
writirlg.
4.4 Severability:
Each provi-St*011 ot'thls Agreentct>.t shall he severable ttutll tl>c Wholc. Ifally
provision of this :\greemclit shall he found contrary to law. the remainder of this
A(,rccmcnt shall continue in full force.
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CONTRACT NO. C24210
4.-5 Authorit :
The persorr(s) executing this Agreement on bchalfofthc parties hereto warrant that
(1) such party is duly orgarrired and existing (ii) they arc duly author-iZcd to execute
and deliver this Agreement on behalf- of said party. (iii) by so executing this
:agreement. such party is t0rnurlly hound to the prop isions of this Agreement. and
(i\) the entering into this Aorccment does not violate any provision of any other
.-,\L:rccmcnt to \vlilch said party is bound.
4.6 Special Provisions:
Any additional or supplcnicntary provisions or modifications or alterations of these
General Provisions shall he set tbrth in this Agreement ("Special Provisions").
4.7 Precedence:
In the event of any discrepancy bo ccn "Terms". "General Provisions", "Special
Provisions". and.'or "Scope ofScrvices" "Special Provisions" shall take precedence
and prevail.
SPECIAL PROVISIONS
Replace "Contractor" witli "Consultant" throughout the Agreemem.
?. Add the fi)llowing Section 1.5:
In all cases whcre staff arc provided to City to perform any part of the Scope of' Services,
each and cver� qualified person from Contractor prop iding such sere ices will be required to
he reviewed and certified for such scrvicc in writing by the City' representative prior to
beginning service.
3. Replace, Section 2.1.". with the following:
(1) Shall be "OccurTerlcc" rather than "claims made" insurance, excluding Professional
Liability:
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CONTRACT NO. C24210
SCOPE OF SERVICES
Plan Check Ser%ices lin- the City to include:
I . Sti-Ul'lural Building Code C'l)lltllllllancc
?. ArchitCetural 13uilding C011e C'011l()llllance
I. Flcetrical Code Contofill ancc
4. Plumhin`T Code Contornlance
i. Mechanical Code Contornlance
h. Phvsicall-v Disabled Laws - Title 24 Conformance
'. Fnenn, Code Title ' =4 Conlin-mancc
S. City Policies and Procedures Contiorniance
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