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HomeMy WebLinkAboutStaff Report 380-07City of Palo Alto City Manager’s Repor TO: FROM: DATE: SUBJECT: HONORABLE CITY COUNCIL 8 CITY MANAGER DEPARTMENT: PLANNING AND COMMUNITY ENVIRONMENT OCTOBER 15, 2007 CMR: 380:07 APPROVAL OF A CONTRACT WITH KUTZMANN AND ASSOCIATES FOR A TOTAL NOT TO EXCEED AMOUNT OF $138,000 AND A CONTRACT WITH 4-LEAF, INC. FOR A TOTAL NOT TO EXCEED AMOUNT OF $156,000 FOR ON-CALL BUILDING INSPECTION SERVICES RECOMMENDATION Staff recommends that the City Council approve the attached contracts with Kutzmann and Associates for a not-to-exceed amount of $138,000 and with 4-Leaf, Inc. for a not-to-exceed amount of $156,000 for on-call building inspection services. DISCUSSION The commencement of construction of several major developments in Palo Alto has led to a substantial increase in the number of building inspection hours construction firms are requesting of the City’s Building Division. Fortunately, the workload generated by large developments can be anticipated, so for the 2007-08 and 2008-09 budget years, the City Council added a budget for on-call inspection services to mitigate the effect of the additional major construction on routine inspections, such as inspection of home remodels and additions. The City issued RFP 121476 requesting proposals for on-call inspectors and received seven proposals. Based on the experience of the staff proposed, the experience and focus of the firms themselves, and the rates, staff recommends selecting Kutzmann and Associates and 4-Leaf, Inc. to provide these services. POLICY IMPLICATIONS These contracts do not represent a change to City policies. RESOURCE IMPACT No resource impacts will result from these contracts. All services obtained through the contracts are budgeted in FY 2007-08 and are fully reimbursable by building permit fee revenues. CMR:380:07 Page 1 of 2 ENVIRONMENTAL REVIEW This action is not considered a project under the California Environmental Quality Act. PREPARED BY: DEPARTMENT HEAD REVIEW: CITY MANAGER APPROVAL: J.~’ABENDSCHEIN ~d/ministrator Director of Planning and Community Environment EMILY HARRISON f Assistant City Manager ATTACHMENTS A.Contract with Kutzmann and Associates B.Contract with 4-Leaf, Inc. CMR:380:07 Page 2 of 2 ATTACHMENT A CITY OF PALO /aLTO CONTRACT NO. CT08124178 ~STER AGREEMENT BETg~EN THE CITY OF PA_LO ALTO A~ KUTZMAN and ASSOCIATES, INC., FOR PROFESSIONAL SERVICES FOR ON-CALL BUILDING INSPECTION SERVICES This AGREEMENT is entered into October 2, 2007, by and between the CITY OF PALO ALTO, a chartered city and a municipal corporation of the State of California ("CITY"), and Kutzmann & Associates, Inc., a California Corporation located at 39355 California Street, Suite 2000, Fremont, CA 94538, (PH) 510-796-3003 ("CONTraCTOR"). RECITALS The following recitals are a substantive portion of this Master Agreement. A. CITY may undertake one or more Projects which may require that the CITY engage a consultant to provide, on an on-cal! basis, Building inspection Services as needed, in connection with the various Projects. B. CONSULTANT has represented that it and any subconsultants have the necessary professions! expertise, qualifications, and capability, and a!! required licenses and/or certifications to provide the Services. C. CITY in reliance on these representations desires to engage CONSULTANT to provide the Services on an on-cal! basis, for its Planning and Community Environment Division, as wel! as other Divisions within the CITY, as more fully described in the Scope of Service, Exhibit "A", attached to and made a part of this Agreement. D. CONSULTANT has agreed to perform the Services on the terms and conditions contained in this Agreement. NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, this Agreement, the parties agree: AGREEMENT Section I. SCOPE OF SERVICES. CONSULTANT shall perform the type of Services generally described in Exhibit "A", on a Task Order basis. Each Task assigned shall have a specific scope of work established for that specific Task on an as-needed basis, in accordance with the terms and conditions contained in this Agreement. Each Task will be assigned and authorized by the C±!~m"’s Project ~=n~.~J-. ~ A Task-specific~ Scope of Services will be deve!oped for each specific Task. The performance of all Services shall be to the reasonable satisfaction of the CITY. SECTION 2. TERM. The term of this Agreement shall be from the date of its ful! execution to June 30, 2008, unless terminated earlier pursuant to Section 20 of this Agreement. The CITY, with the mutua! agreement of both parties, may extend this Agreement for up to two (2) additional one (i) year periods. SECTION 3. SCHEDULE OF PERFORCE. Time is of the essence in the performance of Services under this Agreement. However, CONSULTANT shall have no liability for delays caused by factors beyond its control. CONSULTANT shal! complete the Services within the term of this Agreement and in accordance with the schedule set forth for each specific Task Order. Any Services for which times for performance are not specified in this Agreement or within the scope deve!oped for each Task Order, shal! be commenced and completed by CONSULTANT in a reasonably prompt and timely manner based upon the circumstances and direction communicated to the CONSULTANT. CITY’s agreement to extend the term or the schedule for performance shall not preclude recovery of damages for delay if the extension is required due to the fault of CONSULTANT. SECTION 4. NOT TO EXCEED COMPENSATION. The compensation, under this Master Agreement, to be paid to CONSULTANT for performance of the Services described in Exhibit A, which may or may not be authorized on a Task-by-Task basis, including both payment for professiona! services and reimbursable expenses, shall not exceed One Hundred Thirty Eight Thousand Dollars ($138,000.00, in the first year. if the CITY exercises the option to extend the Terms of this Agreement, the compensation for Year 2 and Year 3 shall not exceed One Hundred and Sixty Thousand dollars ($160,000.00) per year. The applicable rates and schedule of payment are set out in Exhibit B, entitled "COMPENSATION," which is attached to and made a part of this Agreement. SECTION 5. I}~OICES. in order to request pa_vment, CONSULTANT shal! submit monthly invoices to the CITY describing the services performed and the applicable charges (including an identification of personnel who performed the services, hours worked, hourly rates, and reimbursable expenses), based upon the CONSULTANT’s billing rates (set forth in Exhibit B). If applicable, the invoice shall also describe the percentage of 2 050310 completion of each task. The information in CONSULTANT’s pa~.ent requests shall he subject to verification by CITY. invoices w~ll " ~-number~e~rence the ~ ~ ~=__~a~p=~c .....Task Order . SECTION 6. QUALIFICATIONS/STandARD OF CARE. All of the Services shall be performed by CONSULTANT or under CONSULTANT’s supervision. CONSULTANT represents that it possesses the professional and technical personne! necessary to perform the Services required by this Agreement and that the personnel have sufficient skill and experience to perform the Services assigned to them. CONSULTANT represents that it, its employees and subconsultants have and shall maintain during the term of this Agreement al! licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required to perform the Services. All of the services to be furnished by CONSULTANT under this agreement shall meet the professional standard and quality that prevai! among professionals in the same discipline and of similar knowledge and skil! engaged in related work throughout California under the same or similar circumstances. SECTION 7. COMPLIANCE WITH LAWS. CONSULTANT shall keep itself informed of and in compliance with al! federa!, state and loca! laws, ordinances, regulations, and orders that may affect in any manner the Project or the performance of the Services or those engaged to perform Services under this Agreement. CONSULTANT shal! procure al! permits and licenses, pay all charges and fees, and give all notices required by law in the performance of the Services. CONSULTANT shall report immediately to the CITY’s project manager, in writing, any discrepancy or inconsistency it discovers in the laws, ordinances, regulations, orders, and/or guidelines in relation to the Project of the performance of the Services. All documentation prepared by CONSULTANT shall provide for a completed project that conforms to al! applicable codes, rules, regulations and guidelines that are in force at the time such documentation is prepared. SECTION 8. ERRORS/OMISSIONS. CONSULTANT shall correct, at no cost to CITY, all errors, omissions, or ambiguities in the work product submitted to CITY, to the extent arising out of or resulting from the work performed or to be performed under this Agreement due to the willfu! or negligent acts or omissions by CONSULTANT’s officers, emp!oyees and agents, provided CITY gives notice to CONSULTANT. 3 050310 SECTION 9. I~N-DEPEN~ENT CONTRACTOR. !t is understood and agreed that in performing the Services under this Ajreement CONSULTANT, and any Derson employed by or ccntracted with CONSULTANT to furnish labor and/or materials under this Agreement, shall act as and be an independent contractor and not an agent or employee of the CITY. The manner and means of conducting the Services are the responsibility of and under the control of CONSULTANT, except to the extent they are limited by applicable law and the express terms of this Agreement. CONSULTANT wil! be responsible for emp!oying or engaging all persons necessary to perform the Services. Al! contractors and employees of CONSULTANT are deemed to be under CONSULTANT’S exclusive direction and control. CONSULTANT shall be responsible for their performance. SECTION I0. ASSIGNMENT. The parties agree that the expertise and experience of CONSULTANT are materia! considerations for this Agreement. CONSULTANT shal! not assign or transfer any interest in this Agreement nor the performance of any of CONSULTANT’s obligations hereunder without the prior written consent of the city manager. Consent to one assignment will not be deemed to be consent to any subsequent assignment. Any assignment made without the approval of the city manager wil! be void. SECTION II. SUBCONTRACTING. Notwithstanding Section !0 above, CITY agrees that subconsultants may be used to complete the Services required to complete the Tasks which may be assigned. The subconsultants authorized by CITY to perform work on any specific Task, shall be identified in the Scope for that Task. CONSULTANT shall be responsible for directing the work of the subconsultants and for any compensation due to subconsultants. CITY assumes no responsibility whatsoever concerning such compensation. CONSULTANT shall be fully responsible to CITY for al! acts and omissions of a subconsu!tant. CONSULTANT shal! change or add subconsultants only with the prior approval of the city manager or his designee. SECTION 12. PROJECT MANAGEMENT. CONSULTANT will assign Mike Baird, Vice President, as the project director to have supervisory responsibility for the performance, progress, and execution of the Services. If circumstances or conditions subsequent to the execution of this Agreement cause the substitution of the project director or any other key personne! for any reason, the appointment of a substitute project director and the assignment of any key new or 4 050310 ~~w~=l be subject ~o ~’~ _<=~,acemen~ oersonne! ~ :~=<~ ~~en approval of the CITY’s project manager. CONSULTANT, at CiTY’s request, shall promptly remove personnel who C!TY finds do not e_~_ce~ an accemzamie areperform ~ne S ~-i ~ in ~n=~ a threat to th= adequate or timelyuncooperative, or ~ ~ .~ completion of ~he Project or a ~nre~ to ~ne safety of persons or property. The city manager will represent CITY for all purposes under this Agreement. Jon Abendschein, Planning and Community Environment Division, is designated as the project manager for the CITY, for this initial agreement. The project manager wil! be CONSULTANT’s point of contact with respect to performance, progress and execution of the Services. Specific Tasks to be performed for other than the Planning and Co.~munity Environment Division, will have Task specific project managers. The CITY may designate an alternate project manager from time to time. SECTION 13. DUTIES of CITY. To assist CONSULTANT in the performance of the Services, CITY will furnish or cause to be furnished the specified services and/or documents described in Exhibit "A’" and such other available information as may be reasonably requested by CONSULTANT, on a task-by-task basis. SECTION 14. OWNERSHIP OF MATERIALS. All drawings, plans, reports, specifications, calculations, documents, other materials and copyright interests developed or discovered by CONSULTANT or any other person engaged directly or indirectly by CONSULTANT to perform the services required hereunder shall be and remain the property of CITY without restriction or !imitation upon their use. Any reuse of materia! for any other purpose should be at CITY’s sole risk. Neither CONSULTANT nor its contractors, if any, shal! make any of such materials available to any individua! or org~n~za<~on without the prior written approval of the city manager or designee. SECTION 15. AUDITS. CONSULTANT wil! permit CITY to audit, at any reasonable time during the term of this Agreement and for three (3) years thereafter, CONSULTANT’s records pertaining to matters covered by this Agreement. CONSULTANT further agrees to maintain and retain such records for at least three (3) years after the expiration or earlier termination of this Agreement. SECTION 16. INDEMNITY. To the fullest extent permitted by law, CONSULTANT shal! protect, indemnify, defend and hold harmless CITY, its Counci! members, officers, emp!oyees and agents (each an "’Indemnified Party") from and against any and all demands, claims, or liability of any nature, including 5 050310 death or injury to any person, property damage or any other loss, including ai! costs and expenses of whatever nature including attorneys fees, experts fees, court costs and disbursements ("Claims") that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party. The acceptance of CONSULTANT’s services and duties by CITY shall not operate as a waiver of the right of indemnification. The provisions of this Section 16 shall survive the expiration or early termination of this Agreement. SECTION 17. WAIVERS. The waiver by either party of any breach or violation of any covenant, term, condition or provision of this Agreement, or of the provisions of any ordinance or law, will not be deemed to be a waiver of any other term, covenant, condition, provisions, ordinance or law, or of any subsequent breach or violation of the same or of any other term, covenant, condition, provision, ordinance or law. SECTION 18. INSURANCE. 18.1.CONSULTANT, at its sole cost and expense, shall obtain and maintain, in ful! force and effect during the term of this Agreement, the insurance coverage described in Exhibit D. CONSULTANT and its contractors, if any, shall obtain a policy endorsement naming the City of Palo Alto as an additiona! insured under any general liability or automobile policy or policies. 18.2.Al! insurance coverage required hereunder shall be provided through carriers with Best’s Key Rating Guide ratings of A-: VII or higher which are admitted to transact insurance business in the State of California. Any and al! contractors of CONSULTANT retained to perform Services under this Agreement will obtain and maintain, in ful! force and effect during the term of this Agreement, identical insurance coverage, naming CITY as an additional insured under such policies as required above. 18.3.Certificates evidencing such insurance shall be filed with CITY concurrently with the execution of this Agreement. The certificates will be subject to the approva! of CITY’s Risk Manager and will contain an endorsement stating that the insurance is primary coverage and will not be canceled, or materially reduced in coverage or limits, by the insurer except after filing with the Purchasing 050310 Manager thirty (30) days’ prior written notice of the cancellation or modification, CONSULTANT shal! be resmonsib!e for ensuring that current certificates evidencing the insurance are provided to CITY’s Purchasing Manager during the entire term of this Agreement. 18.4. The procuring of such required policy or policies of insurance will not be construed to limit CONSULTANT’s liability hereunder nor to fulfil! the indemnification provisions of this Agreement. Notwithstanding the policy or policies of insurance, CONSULTANT wil! be obligated for the full and total amount of any damage, injury, or loss caused by or directly arising as a result of the Services performed under this Agreement, including such damage, injury, or loss arising after the Agreement is terminated or the term has expired. SECTION 19. WORKERS’ COMPENSATION. CONSULTANT, by executing this Agreement, certifies that it is aware of the provisions of the Labor Code of the State of California which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that Code, and certifies that it wil! comply with such provisions, as applicable, before commencing and during the performance of the Services. SECTION 20. SERVICES. TERMINATION OR SUSPENSION OF AGREEMENT OR 20.1.The city manager may suspend the performance of the Services, in whole or in part, or terminate this Agreement, with or without cause, by giving ten (i0) days’ prior written notice thereof to CONSULTANT. Upon receipt of such notice, CONSULTANT will immediately discontinue its performance of the Services. 20.2.CONSULTANT may terminate this Agreement or suspend its performance of the Services by giving ten I0) days prior written notice thereof to CITY, but only in the event of a substantia! failure of performance by CITY. 20.3.Upon such suspension or termination, CONSULTANT shall deliver to the City Manager immediately any and all copies of studies, sketches, drawings, computations, and other data, whether or not completed, prepared by CONSULTANT or its contractors, if any, or given to CONSULTANT or its contractors, if any, in connection with this Agreement. Such materials will become the property of CITY. Upon such suspension or termination by 7 050310 CITY, Co~.~Su=l~_N± w_±_ be Daid =~ the Services rendered o mauerla±s de7~- -- "_ --~=_ve=ea to CITY fin ascordance wltn the scope o: ~=~:~= date (~ = , i0 days -=~ ~services on or before th= e=~u=~ . giving notice) of suspension or termination; provided, however, if this Agreement is susmended or terminated on account of a default by CONSULTANT, CITY wi!l be obligated to compensate CONSULTANT only for that portion of CONSULTANT’s services which are of direct and immediate benefit to CiTY as such determination may be made by ~hu..e City Manager acting in the reasonable exercise of his/her discretion 20.5. No payment, partial payment, acceptance, or partia! acceptance by CITY wil! operate as a waiver on the part of CITY of any of its rights under this Agreement. SECTION 21.NOTICES. All notices hereunder will be given in writing and mailed, i~’il, addressed as follows-postage prepaid, by cert_~led ma To CITY:Office of the City Clerk City of Palo Alto Post Office Box 10250 Palo Alto, CA 94303 With a copy to the Purchasing Manager. To CONSULTANT" Attention of the project director at the address of CONSULTANT _ecmued above SECTION 22. CONFLICT OF INTEREST 22.1.in accepting this Agreement, CONSULTANT covenants that it presently has no interest, and willnot acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the Services. 22.2.CONSULTANT further covenants that, in the performance of this Agreement, it wil! not emp!oy subconsultants,contractors or persons having such an interest. CONSULTANT certifies that no person who has or wi!l have any financia! interest under this Agreement is an officer or employee of CITY; this provision will be interpreted in accordance with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the State of California. 22 3 if the Project Manager deue_mmnes that CONSULTANT is a "Consultant" as that term is defined by the 050310 ~._~._~,_~<~=~’~ -’-ions of the Fair ....... Pot ~ ~ c~i Practices Com~.ission, CONSULTANT shal! be required and agrees to file the a.~p._~p~_.a~ =< ~ -~ ~ ~ ~losure~ d~.~s .~_-~=~~ by the Paio Alto ~lu<~cioa,- Code and the ~o±zrzca_ Reform Act SECTION 23. NONDISCRIMINATION. As set forth in Palo Alto Municipal Code section 2.30.510, CONSULTANT agrees that in the performance of this Agreement, it shall not discriminate in the emp!oy~ent of any person because of the race, skin color, gender, age, religion, disability, national origin, ancestry, sexual orientation, housing status, marital status, familial status, weight or height of such person. CONSULTANT acknowledges that it has read and understands the provisions of Chapter 2.28 of the Palo Alto Municipa! Code relating to Nondiscrimination Requirements and the penalties for violation thereof, and agrees to meet all requirements of Chapter 2.28 pertaining to nondiscrimination in employment, including completing the form furnished by CITY and set forth in Exhibit E. SECTION 24. MISCELLANEOUS PROVISIONS. 24.1. This Agreement will be governed by the laws of the State of California. 24.2.In the event that an action is brought, the parties agree that trial of such action will be vested exclusively in the state courts of California or in the United States District Court for the Northern District of California in the County of Santa Clara, State of California. 24.3.The prevailing party in any action brought to enforce the provisions of this Agreement may recover its reasonable costs and attorneys’ fees expended in connection with that action. 24.4.This document represents the entire and integrated agreement between the parties and supersedes all prior negotiations, representations, and contracts, either written or oral. This document may be amended only by a written instrument, which is signed by the parties. 24.5.The covenants, terms, conditions and provisions of this Agreement will apply to, and will bind, the heirs, successors, executors, administrators, assignees, and CONSULTANTs, as the case may be, of the parties. 24.6.if a court of competent jurisdiction finds or rules that any provision of this Agreement or any amendment thereto is void or unenforceable, the unaffected provisions of 9 050310 this Agreement and any amen6ments thereto will remain in full force and effect. 24.7.A!l exhibits referred to in this Agreement a~.d any addenda, appendices, attachments, and schedules to this Agreement which, from time to time, may be referred to in any duly executed amendment hereto are by such reference incorporated in this Agreement and will be deemed to be a part of tn_s Agreement 24.8.This Agreement is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the fol!owing fiscal year, or (b) at any time within a fisca! year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Agreement are no longer available. In the event of termination due to the provisions of this section 24.8, CITY shal! notify CONSULTANT a minimum of ten days prior to said termination. This Section 24.8 shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement. i0 o5o3~o IN W~’~q~~,_:,.~ WHEREOF, the parties hereto have by_ their duly auuhor±ze@ ~ ~ ~~ _ ~’ " ~ rep~es ....a__~es executed this Agre=ment on the date first above written. CiTY OF PALO ALTO APPROVED AS TO FOP~M: Assistant Senior City Attorney APPROVED: Assistant City Hanager Director of Administrative Services INSURANCE REVIEWED" Contract Manager KUTZMAN & ASSOCIATES, inc. (If corporation: President or Vice-President By: Title: (If corporation: Secre~ Taxpayer identification No. (Compliance with Corp. Code § 313 is required if the entity on whose behalf this contract is signed is a corporation. In the alternative, a certified corporate resolution attesting to the signatory authority of the individuals signing in their respective capacities is acceptable) Attachments : EXHIBIT "A" : EXHIBIT "B" : EXHIBIT "C": EXHIBIT "D" : SCOPE OF WORK COMPENSATION/SCHEDULE OF RATES NONDISCRIMINATION COMPLIANCE FORM INSURANCE Ii 050310 EXHIBIT A SCOPE OF SERVICES I. Scope of Services At the request of the Chief Building Official or his designee, the consultant wil! provide on-call building inspection services for commercial, multi-family residential and mixed-use construction projects. Inspections will be made in conformance with the fol!owing: The most current version of the California Building Code, as modified by Chapter 16.04 of the Pa!o Alto Municipal Code (PAMC) The most current version of the California Mechanical Code, as modified by Chapter 16.04 of the PAMC The most current version of the California Plumbing Code, as modified by Chapter 16.08 of the PAMC T~_he most current version of the California Electrical Code, as modified by Chapter 16.16 of the PAMC ADA and California Accessibility standards and regulations California Housing & Community Deve!opment and Health & Safety Code provisions applicable to building construction and fire & life safety issues Municipal land use and zoning regulations Other applicable codes and regulations Individuals assigned to the City wil! report to and be supervised by either the City’s Chief Building Official or inspection Services Supervisor for the period of time they are assigned. 12 o~o~io EXHIBIT B COMPENSATION AND SCHEDULE OF RATES Budget The City anticipates a need for up to 40-45 hours per week, depending on City inspection work!oad. The budget for year one (ending June 30, 2008) is $138,000. The contract may be renewed for up to two additiona! years by mutua! agreement of the City and the consultant. The budget for years two and three wil! not exceed $160,000 per year. II. Rates Building Inspection Services $80 / hr Lead/Supervisory Building Inspection Svcs Mileage rates 0.485/mi Printing/copying 0.15/sheet Overtime rate 1.5 x base rate $90 / hr Increases to the above rates will not exceed the increase in the San Francisco Bay Area consumer price index from the start date of the contract to the date of the increase. 13 050310 REQUIRED Exhibit D Insurance Requirements CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERIVl OF THE CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH A BEST’S KEY RATING OF A-:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE QF CALIFORNIA. AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS, AS SPECIFIED, BELOW: TYPE OF COVERAGE REQUIREMENT MINIMUM LIMITS EACH OCCURRENCE AGGREGATE NO WORKER’S COMPENSATION NO AUTOMOBILE LIABILITY YES COMPREHENSIVE GENERAL LIABILITY, INCLUDING PERSONALINJURY, BRQAD FORM PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGALLtABILITY COMPREHENSIVE AUTOMOBILE LIABILITY, INCLUDING, OWNED, HIRED, NON-OWNED PROFESSlQNALLIABILITY, fNCLUDING, ERRQRSAND OMISSIONS, MALPRACTICE (WHEN APPLICABLE),AND NEGLIGENT PERFORMANCE YES YES/NO TBD STATUTORY STATUTORY BODILY INJURY PROPERTY DAMAGE BODILY INJURY & PROPERTY DAMAGE COMBINED. BODILY INJURY EACH PERSON EACH OCCURRENCE PROPERTY DAMAGE BODILY INJURY AND PROPERTY DAMAGE, COMBINED ALL DAMAGES YES $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,00o,ooo $1,000,000 $1,000,000 $1,000,00Q $1,000,000 $1,000,000 $I,000,000 $1,000,000 $1,000,000 THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: PROPOSER, AT ITS SOLE CQSTAND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY PROPOSER AND ITS SUBCONSULTANS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSURES CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES. II. INSURANCE COVERAGE MUST INCLUDE: A PROVISION FOR A WRITTEN THIRTY DAY ADVANCE NOTICE TO CITY OF CHANGE IN COVERAGE OR OF COVERAGE CANCELLATION; AND A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR’S AGREEMENTTO INDEMNIFY CITY- SEE SECTION TBD, SAMPLE AGREEMENT FOR SERVICES. SUBMIT CERTIFICATE(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE, OR COMPLETE THIS SECTION AND IV THROUGH V, BELOW. NAME AND ADDRESS OF COMPANY AFFORDING COVERAGE (NOT AGENT OR BROKER): B.NAME, ADDRESS, AND PHONE NUMBER OF YOUR INSURANCE AGENT/BROKER: C.POLICY NUMBER(S): 050310 III. IV. DEDUCTIBLE AMOUNT(S) (DEDUCTIBLE AMOUNTS IN EXCESS OF $5,0C0 REQUIRE CI IITY"S PRIOR APPROVAL): AWARD iS CONTINGENT QN COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS, AND PROPOSER’S SUBMITTAL OF CERTIFICATES OF INSURANCE EVIDENCING COMPLIANCE WITH THE REQUIREMENTS SPECIFIED HEREIN. ENDORSEMENT PROVISIONS,WITH RESPECT TQ THE INSURANCE AFFORDED TO "ADDITIONAL INSURES" A.PRIMARY COVERAGE WITH RESPECT TO CLAIMS ARISING OUT QF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSURES. B.CROSS LIABILITY THE NAMING OF MORE THAN ONE PERSON, FIRM, QR CORPORATION AS INSURES UNDER THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER,BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOTINCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY. C.NOTICE OF CANCELLATION IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE NON-PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRI-FrEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FORTHE NON- PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. PROPQSER CERTIFIES THAT PROPOSER’S INSURANCE COVERAGE MEETS THE ABOVE REQUIREMENTS: THE INFORMATION HEREIN IS CERTIFIED CORRECT BY SIGNATURE(S) BELOW. SIGNATURE(S) MUST BE SAME SIGNATURE(S) AS APPEAR(S) ON SECTION II, ATTACHMENT A, PROPOSER’S INFORMATION FORM. Firm: Signature: Name: Signature: (Print or type name) Name: (Print or type name) NOTICES SHALL BE MAILED TO: PURCHASING AND CONTRACT ADMINISTRATION CITY OF PALO ALTO P.O. BOX 10250 PALQ ALTO, CA 94303. !5 050310 ATTACHMENT B CITY OF PALO ALTO CONTRACT NO. CT08124177 MASTER AGREEMENT BETWEEN THE CITY OF PALO ALTO AND 4LEAF, INC., FOR PROFESSIONAL SERVICES FOR ON-CALL BUILDING INSPECTION SERVICES This AGREEMENT is entered into October 2, 2007, by and between the CITY OF PALO ALTO, a chartered city and a municipa! corporation of the State of California ("CITY"), and 4LEAF, Inc., a California Corporation, located at 2110 Rheem Drive, Suite A, Pleasanton, CA 94588 (PH) 925-462- 5959("CONSULTANT"). RECITALS The following recitals are a substantive portion of this Master Agreement. A. CITY may undertake one or more Projects which may require that the CITY engage a consultant to provide, on an on-cal! basis, Building Inspection Services as needed, in connection with the various Projects. Bo CONSULTANT has represented that it and any subconsultants have the necessary professiona! expertise, qualifications, and capability, and al! required licenses and/or certifications to provide the Services. C. CITY in reliance on these representations desires to engage CONSULTANT to provide the Services on an on-call basis, for its Planning and Community Environment Division, as wel! as other Divisions within the CITY, as more fully described in the Scope of Service, Exhibit "A", attached to and made a part of this Agreement. D. CONSULTANT has agreed to perform the Services on the terms and conditions contained in this Agreement. NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, this Agreement, the parties agree: AGREEMENT Section I. SCOPE OF SERVICES. CONSULTANT shall perform the type of Services generally described in Exhibit "A’, on a Task Order basis. Each Task assigned shall have a specific scope of work established for that specific Task on an as-needed basis, in accordance with the terms and conditions contained in this Agreement. Each Task wil! be assigned and authorized by the CITY’s Project Manager. A Task-specific Scope of Services wi!l be developed for each specific Task. The performance of all Services shal! be to the reasonable satisfaction of the CITY. SECTION 2. TERM. The term of this Agreement shall be from the date of its full execution to June 30, 2008, unless terminated earlier pursuant to Section 20 of this Agreement. The CITY, with the mutua! agreement of both parties, may extend this Agreement for up to two 2) additiona! one (I) year periods. SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance of Services under this Agreement. However, CONSULTANT shall have no liability for delays caused by factors beyond its control. CONSULTANT shall complete the Services within the term of this Agreement and in accordance with the schedule set forth for each specific Task Order. Any Services for which times for performance are not specified in this Agreement or within the scope developed for each Task Order, shall be commenced and completed by CONSULTANT in a reasonably prompt and timely manner based upon the circumstances and direction communicated to the CONSULTANT. SECTION 4. NOT TO EXCEED COMPENSATION. The compensation, under this Master Agreement, to be paid to CONSULTANT for performance of the Services described in Exhibit A, which may or may not be authorized on a Task-by-Task basis, including both payment for professional services and reimbursable expenses, shall not exceed One Hundred Fifty Six Thousand Dollars ($156,000.00, in the first year. If the CITY exercises the option to extend the Terms of this Agreement, the compensation for Year 2 and Year 3 shall not exceed One Hundred and Sixty Thousand dollars ($160,000.00) per year. The applicable rates and schedule of payment are set out in Exhibit B, entitled "COMPENSATION," which is attached to and made a part of this Agreement. SECTION 5. INVOICES. In order to request payment, CONSULTANT shal! submit monthly invoices to the CITY describing the services performed and the applicable charges (including an identification of personnel who performed the services, hours worked, hourly rates, and reimbursable expenses), based upon the CONSULTANT’s billing rates (set forth in Exhibit B). if applicable, the invoice shal! also describe the percentage of completion of each task. The information in CONSULTANT’s payment requests shal! be subject to verification by CITY. 2 050310 Invoices will reference the applicable Task Order number. SECTION 6. QUALIFICATIONS/STANDARD OF CARE. A!I of the Services shall be performed by CONSULTANT or under CONSULTANT’s supervision. CONSULTANT represents that it possesses the professional and technica! personne! necessary to perform the Services required by this Agreement and that the personne! have sufficient skil! and experience to perform the Services assigned to them. CONSULTANT represents that it, its employees and subconsultants have and shal! maintain during the term of this Agreement all licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required to perform the Services. All of the services to be furnished by CONSULTANT under this agreement shal! meet the. professiona! standard and quality that prevai! among professionals in the same discipline and of similar knowledge and skill engaged in related work throughout California under the same or similar circumstances. SECTION 7. COI{PLIANCE WITH LAWS. CONSULTANT shall keep itself informed of and in compliance with all federal, state and !oca! laws, ordinances, .regulations, and orders that may affect the performance of the Services or those engaged to perform Services under this Agreement. CONSULTANT shall procure al! permits and licenses, pay all charges and fees, and give al! notices required by law in the performance of the Services. CONSULTANT shall report immediately to the CITY’s project manager, in writing, any discrepancy or inconsistency it discovers in the laws, ordinances, regulations, orders, and/or guidelines in relation to the Project of the performance of the Services. All documentation prepared by CONSULTANT shall provide for a project that conforms to al! applicable codes, rules, regulations and guidelines that are in force at the time such documentation is prepared. SECTION 8. ERRORS/OMISSIONS. CONSULTANT shall correct, at no cost to CITY, al! errors, omissions, or ambiguities in the work product submitted to CITY, to the extent arising out of or resulting from the work performed or to be performed under this Agreement due to the willfu! or negligent acts or omissions by CONSULTANT’s officers, employees and agents, provided CITY gives timely written notice to CONSULTANT. SECTION 9. INDEPENDENT CONTRACTOR. It is understood and agreed that in performing the Services under this Agreement 3 050310 CONSULTANT, and any person employed by or contracted with CONSULTANT to furnish labor and/or materials under this Agreement, shall act as and be an independent contractor and not an agent or employee of the CITY. The manner and means of conducting the Services are the responsibility of and under the control of CONSULTANT, except to the extent they are limited by applicable law and the express terms of this Agreement. CONSULTANT will be responsible for employing or engaging all persons necessary to perform the Services. Al! contractors and employees of CONSULTANT are deemed to be under CONSULTANT’S exclusive direction and control. CONSULTANT shal! be responsible for their performance. SECTION I0. ASSIGNMENT. The parties agree that the expertise and experience of CONSULTANT are materia! considerations for this Agreement. CONSULTANT shall not assign or transfer any :interest in this Agreement nor the performance of any of CONSULTANT’s obligations hereunder without the prior written consent of the city manager. Consent to one assignment wil! not be deemed to be consent to any subsequent assigp~ent. Any assignment made without the approva! of the city manager wil! be void. SECTION II. SUBCONTRACTING. Notwithstanding Section !0 above, CITY agrees that subconsu!tants may be used to complete the Services required to complete the Tasks which may be assigned. The subconsultants authorized by CITY to perform work on any specific Task, shal! be identified in the Scope for that Task. CONSULTANT shal! be responsible for directing the work of the subconsultants and for any compensation due to subconsultants. CITY assumes no responsibility whatsoever concerning such compensation. CONSULTANT shal! be fully responsible to CiTY for al! acts and omissions of a subconsultant. CONSULTANT shall change or add subconsultants only with the prior approval of the city manager or his designee. SECTION 12. PROJECT MANAGEMENT. CONSULTANT will assign Kevin Duggan, Principal in Charge, as the project director to have supervisory responsibility for the performance, progress, and execution of the Services. If circumstances or conditions subsequent to the execution of this Agreement cause the substitution of the project director or any other key personne! for any reason, the appointment of a substitute project director and the assignment of any key new or replacement personnel wil! be subject to the prior written approva! of the CITY’s project manager. CONSULTANT, at CITY’s 4 050310 request, shall promptly remove personnel who CITY finds do not perform the Services in an acceptable manner, are uncooperative, or present a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property. The city manager will represent CITY for all purposes under this Agreement. Jon Abendschein, Planning and Community Environment Division, is designated as the project manager for the CITY, for this initial agreement. The project manager will be CONSULTANT’s point of contact with respect to performance, progress and execution of the Services. Specific Tasks to be performed for other than the Planning and Community Environment Division, will have Task specific project managers. The CITY may designate an alternate project manager from time to time. SECTION 13. DUTIES of CITY. To assist CONSULTANT in the performance of the Services, CITY will furnish or cause to be furnished the specified services and/or documents described in Exhibit "A’" and such other available information as may be reasonably requested by CONSULTANT, on a task-by-task basis. SECTION 14. OWNERSHIP OF MATERIALS. All drawings, plans, reports, specifications, calculations, documents, other materials and copyright interests deve!oped or discovered by CONSULTANT or any other person engaged directly or indirectly by CONSULTANT to perform the services required hereunder shall be and remain the property of CITY without restriction or limitation upon their use. Any reuse of material for any other purpose should be at CITY’s sole risk. Neither CONSULTANT nor its contractors, if any, shal! make any of such materials available to any individual or organization without the prior written approval of the city manager or designee. SECTION 15. AUDITS. CONSULTANT will permit CITY to audit, upon written request, at any reasonable time during the term of this Agreement and for three (3) years thereafter, CONSULTANT’s records pertaining to matters covered by this Agreement. CONSULTANT further agrees to maintain and retain such records for at least three (3) years after the expiration or earlier termination of this Agreement. SECTION 16. INDEMNITY. To the fullest extent permitted by law, CONSULTANT shall protect, indemnify, defend and hold harmless CITY, its Council members, officers, emp!oyees and agents (each an "Indemnified Party") from and against any and al! demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, including all costs and expenses of whatever nature 5 050310 including attorneys fees, experts fees, court costs and disbursements ("Claims") that arise out of, pertain to, or relate to the negligence, recklessness, or willfu! misconduct of the CONSULTANT, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party. The acceptance of CONSULTANT’s services and duties by CITY shall not operate as a waiver of the right of indemnification. The provisions of this Section 16 shall survive the expiration or early termination of this Agreement. SECTION 17. WAIVERS. The waiver by either party of any breach or violation of any covenant, term, condition or provision of this Agreement, or of the provisions of any ordinance or law, will not be deemed to be a waiver of any other term, covenant, condition, provisions, ordinance or law, or of any subsequent breach or violation of the same or of any other term, covenant, condition, provision, ordinance or law. SECTION 18.INSURANCE. 18.1.CONSULTANT, at its sole cost and expense, shal! obtain and maintain, in full force and effect during the term of this Agreement, the insurance coverage described in Exhibit D. CONSULTANT and its contractors, if any, shal! obtain a policy endorsement naming the City of Pa!o Alto as an additional insured under any general liability or automobile policy or policies. 18.2.Al! insurance coverage required hereunder shall be provided through carriers with Best’s Key Rating Guide ratings of A-: VII or higher which are admitted to transact insurance business in the State of California. Any and al! contractors of CONSULTANT retained to perform Services under this Agreement will obtain and maintain, in ful! force and effect during the term of this Agreement, identical insurance coverage, naming CITY as an additiona! insured under such policies as required above. 18.3.Certificates evidencing such insurance shall be filed with CITY concurrently with the execution of this Agreement. The certificates wil! be subject to the approval of CITY’s Risk Manager and wil! contain an endorsement stating that the insurance is primary coverage and will not be canceled, or materially reduced in coverage or limits, by the insurer except after filing with the Purchasing Manager thirty (30) days’ prior written notice of the cancellation or modification, CONSULTANT shal! be responsible 6 050310 for ensuring that current certificates evidencing the insurance are provided to CITY’s ......= ....~ M~n=~e: during the entire term of this Agreement. 18.4. The procuring of such required policy or policies of insurance will not be construed to limit CONSULTANT’s liability hereunder nor to fulfil! the indemm.ification provisions of this Agreeme~.~. Notwithstanding the policy or policies of insurance, CONSULTANT will be obligated for the ful! and total amount of any damage, injury, or loss caused by or directly arising as a _esul~ of the Services performed under this Agreement, including such damage, injury, or !oss arising after the Agreement is terminated or the term has expired. SECTION 19. WORKERS’ COMPENSATION. CONSULTANT, by executing this Agreement, certifies that it is aware of the provisions of the Labor Code of the State of California which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that Code, and certifies that it wil! comply with such provisions, as applicable, before co_mmencing and during the performance of the Services. SECTION 20. SERVICES. TERMINATION OR SUSPENSION OF AGREEMENT OR 20.1.The city manager may suspend the performance of the Services, in whole or in part, or terminate this Agreement, with or without cause, by giving ten (I0) days’ prior written notice thereof to CONSULTANT. Upon receipt of such notice, CONSULTANT wil! i~mediately discontinue its performance of the Services. 20.2.CONSULTANT may terminate this Agreement or suspend its performance of the Services by giving ten (i0) days prior written notice thereof to CITY, but only in the event of a substantial failure of performance by CITY. 20.3.Upon such suspension or termination, CONSULTANT shall deliver to the City Manager immediately any and a!l copies of studies, sketches, drawings, computations, and other data, whether or not completed, prepared by CONSULTANT or its contractors, if any, or given to CONSULTANT or its contractors, if any, in connection with this Agreement. Such materials will become the property of CITY. 20.4.Upon such suspension or termination by CITY, CONSULTANT will be paid for the Services rendered or materials delivered to CITY in accordance with the scope of 7 050310 services on or before the effective date (i.e., !0 days after giving notice) of suspension or termination; provided, however, if this Agreement is suspended or terminated on account of a default by CONSULTANT, CITY will be obligated to compensate CONSULTANT only for that portion of CONSULTANT’s services which are of direct and immediate benefit to CITY as such determination may be made by the City Manager acting in the reasonable exercise of his/her discretion 20.5. No payment, partial payment, acceptance, or partial acceptance by CITY will operate as a waiver on the part of CITY of any of its rights under this Agreement. SECTION 21. NOTICES. All notices hereunder will be given in writing and mailed, postage prepaid, by certified mail, addressed as fol!ows: To CITY:Office of the City Clerk City of Palo Alto Post Office Box 10250 Palo Alto, CA 94303 With a copy to the Purchasing Manager. To CONSULTANT: Attention of the project director at the address of CONSULTANT recited above SECTION 22. CONFLICT OF INTEREST 22.1.In accepting this Agreement, CONSULTANT covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financia! or otherwise, which would conflict in any manner or degree with the performance of the Services. 22.2.CONSULTANT ~urune_ covenants that, in the performance of this Agreement, it wil! not emp!oy subconsultants,contractors or persons having such an interest. CONSULTANT certifies that no person who has or will have any financia! interest under this Agreement is an officer or emp!oyee of CITY; this provision wil! be interpreted in accordance with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the State of California. 22.3. if the Project Manager determines that CONSULTANT is a "Consultant" as that term is defined by the Regulations of the Fair Politica! Practices Commission, CONSULTANT shal! be required and agrees to file the 8 050310 appropriate financial disclosure documents required by the Palo Alto Municipa! Code and the Politica! Reform Act. SECTION 23. NONDISCRIMINATION. As set forth in Palo Alto Municipa! Code section 2.30.510, CONSULTANT agrees that in the performance of this Agreement, it shall not discriminate in the emp!oyment of any person because of the race, skin co!or, gender, age, religion, disability, nationa! origin, ancestry, sexua! orientation, housing status, marital status, familial status, weight or height of such person. CONSULTANT acknowledges that it has read and understands the provisions of Chapter 2.28 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the penalties for violation thereof, and agrees to meet al! requirements of Chapter 2.28 pertaining to nondiscrimination in emp!oyment, including completing the form furnished by CITY and set forth in Exhibit E. SECTION 24.MISCELLANEOUS PROVISIONS. 24.1. This Agreement will be governed by the laws of the State of California. 24.2.In the event that an action is brought, the parties agree that trial of such action will be vested exclusively in the state courts of California or in the United States District Court for the Northern District of California in the County of Santa Clara, State of California. 24.3.The prevailing party in any action brought to enforce the provisions of this Agreement may recover its reasonable costs and attorneys’ fees expended in connection with that action. 24.4.This document represents the entire and integrated agreement between the parties and supersedes all prior negotiations, representations, and contracts, either written or oral. This document may be amended only by a written instrument, which is signed by the parties. 24.5.The covenants, terms, conditions and provisions of this Agreement will apply to, and will bind, the heirs, successors, executors, administrators, assignees, and CONSULTANTs, as the case may be, of the parties. 24.6.If a court of competent jurisdiction finds or rules that’any provision of this Agreement or any amen6ment thereto is void or unenforceable, the unaffected provisions of this Agreement and any amen6ments thereto wil! remain in ful! force and effect. 9 050310 24.7. All exhibits referred to in this Agreement and any addenda, appendices, attachments, and schedules to this Agreement which, from time to time, may be referred to in any duly executed amendment hereto are by such reference incorporated in this Agreement and will be deemed to be a part of this Agreement. 24.8.This Agreement is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Paio Alto Municipal Code. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fisca! year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fisca! year and funds for this Agreement are no !onger available. In the event of termination due to the provisions of this section 24.8, CITY shal! notify CONSULTANT, in writing, a minimum of ten days prior to said termination. Consultant shal! be paid for all services provided up and through the date it receives the notice of termination. This Section 24.8 shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement. 10 050310 IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed this Agreement on the date first above written. CITY OF PALO ALTO ........ ¯ ~E~ AS TO FORM: Assistant City Man~ger Director of AcLministrative REVIEWED: Contract Manager Taxpayer Identification No. (Comp!ianc~ with Corp, Code § 313 is required if the entity on whose behalf this c~n£ract is signed i~ a corpo[~tion. In the alternative, a certified cmrporate resolut£on at<esKing to the ~ig~atory authority of tha individuals sigDing in their respective capacities is scceptable) At :_ ach.~.ent s : EXHIBIT "A": EXH!SIT "B": EXHIBIT "C": EXHIBIT "D": SCOPE OF WORK COMPENSATION/ SCRZDULE OF RATES NONDISCRIMINATION COMPLIANCE FORM INSURANCE 1 i 0S0310 EXHIBIT A SCOPE OF SERVICES Scope of Services At the request of the Chief Building Official or his designee, the consultant will provide on-call building inspection services for commercia!, multi-family residential and mixed-use construction projects, inspections will be made in conformance with the following: The most current version of the California Building Code, as modified by Chapter 16.04 of the Pa!o Alto Municipa! Code (PAMC) The most current version of the California Mechanica! Code, as modified by Chapter 16.04 of the PAMC The most current version of the California Plumbing Code, as modified by Chapter 16.08 of the PAMC The most current version of the California Electrica! Code, as modified by Chapter 16.16 of the PAMC ADA and California Accessibility standards and regulations California Housing & Community Deve!opment and Health & Safety Code provisions applicable to building construction and fire & life safety issues Municipa! land use and zoning regulations Other applicable codes and regulations individuals assigned to the City will report to and be supervised by either the City’s Chief Building Officia! or Inspection Services Supervisor for the period of time they are assigned. 12 0~0310 EXHIBIT B CO~fPENSATION AND SCHEDULE OF RATES I. Budget The City anticipates a need for up to 40 hours per week, depending on City inspection work!oad. The budget for year one (ending June 30, 2008) is $156,000. The City wil! compensate CONSULTANT for Services received based on the fol!owing rates for an amount not to exceed $156,000.00 for services received in Year I. The contract may be renewed for up to two additional years by mutua! agreement of the City and the consultant. The budget for years two and three will not exceed $200,000 per year. II.Schedule of Rates Building Inspector Combination Building Inspector Senior Combination Building Inspector Lead Senior Combination Building Inspector Permit Technician Fire Inspection and Plan Review Non-structural/over-the-counter plan review Structural plan review Temporary Building Official Mileage rates Printing/copying Overtime rate $70 / hr $80 / hr $100 / hr $105 / hr $55 / hr $9o / hr $85 / hr $120 / hr $125 / hr 0.485/mi 0.15/sheet 1.5 x base rate Increases to the above rates, for Yearn 2 and Year 3, if awarded, will not exceed the increase in the San Francisco Bay Area consumer price index from the start date of the contract to the date of the increase. 13 o5o3~.o EXHIBIT C Certification of Nondiscrimination As suppliers of goods or services to the City of Palo Alto, the firm and individuals listed below certify that they do not discriminate in employment of any person because of race, skin color, gender, age, religion, disability, national origin, ancestry, sexual orientation, housing status, marital status, familial status, weight or height of such person; that they are in compliance with all Federal, State and local directives and executive orders regarding nondiscrimination in employment. 4. If Proposer is INDIVIDUAL, sign here: Proposer’s Signature Date: Proposer’s typed name and title If Proposer is PARTNERSHIP or JOINT VENTURE, at least (2) Partners or each of the Joint Venturers shall sign here: Partnership or Joint Venture Name (type or print)Date: Member of the Partnership or Joint Venture signature Date: Member of the Partnership or Joint Venture signature Date: If Proposer is a CORPORATION, the duly authorized officer(s) shall sign as follows: The undersigned certify that they are respectively: ~:’~-¢,c~p,~:,~and ~"~""--~ ~"~ "-~! Title Title Of the corporation named below; that they are designated to sign the Proposal Cost Form by resolution (attach a certified copy, with corporate seal, if applicable, notarized as to its authenticity or Secretary’s certificate of authorization) for and on behalf of the below named CORPORATION, and that they are authorized to execute same for and on behalf of said C©RPORATION. Corporation Name (type or print) Date: 16 REQUIRED EXHIBIT D Insurance Requireme-nls CO, 1. RAC, uRS TO THE CITY OF PALO ALTO (CITY), .AT THEIR SOLE EXPENSE, SHALL FOR -~’ "- TERM OF THE CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH A BEST’S KEY RATING OF A-:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA. AWARD IS CONTINGENT QN COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS, AS SPECIFIED, BELOW: TYPE OF COVERAGE REQUIREMENT NIlNIMUM LIMITS EACH OCCURRENCE AGGREGATE NO WORKER’S COMPENSATION I"40 AUTOMOBILE LIABILITY YES YES COMPREHENSIVE GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL LIABILITY COMPREHENSIVE AUTOMOBILE LIABILITY, INCLUDING, OWNED, HIRED, NON-OWN ED PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE YES/NO TBO STATUTORY STATUTORY BODILYINJURY PROPERTY DAMAGE BODILYtNJURY& PROPERTY DAMAGE COMBINED. BODILYINJURY EACH PERSON EACH OCCURRENCE PROPERTY DAMAGE BODILYINJURYAND PROPERTY DAMAGE, COMBINED ALL DAMAGES YES $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000.000 $1,000,000 $1,ooo,0oo $1,oo0,000 $1.000.000 $1,000,000 $1,000,000 $I,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: PROPOSER, AT ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCEAND EFFECT THROUGHOUTTHE ENTIRE TERM OFANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY PROPOSER AND ITS SUBCONSULTANS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYERIS LIABILITYAND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSURES CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES. INSURANCE COVERAGE MUST INCLUDE: A PROVISION FOR A WRIttEN THIRTY DAY ADVANCE NOTICE TO CITY OF CHANGE IN COVERAGE OR OF COVERAGE CANCELLATION; AND - A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR’S AGREEMENT TO INDEMNI FY CITY- SEE SECTION TBD, SAblPLE AGREEMENT FOR SERVICES. SUBMIT CERTIFICATE(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE, OR COMPLETE THIS SECTION AND IV THROUGH V, BELOW. NAME AND ADDRESS OF COMPANY AFFORDING COVERAGE (NOT AGENT OR BROKER): 8.NAME, ADDRESS, ANO PHONE NUMBER OF YOUR INSURANCE AGENT/BROKER: 050310 i ACORD. CERTiFiCATE ~PRODUCER G=anite Prof ins Lic #OC4!366 ~rokerage, inc. £600 Ko!! Center Parkwa~y P!easanton CA 94566 }hcne:925-462-8400 Fax:925-452-8888 4LED_~, Inc. 2110 P~hee~ Drive; Ste. AP!easanton CA 94D88 OF LIABILITY INSURANCE ~. --_ 09/19/07 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW, INSURERS AFFORDING COVEP~:XGE NAIC # INSURER B: INSURER D: iNSURER E: COVERAGES THE POLICIES OF :,NSUP.aNCE USTED BELOW HAVE BEEN ISSUED TO THE INSURED N~MED ABOVE FOR THE POLICY PERIOD INOtCATED. NO~VITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR M~%Y PERTAIN, THE INSUFL%NCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AhlD CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. POLICY EFFECTIVE ~POtlCY EXPIRATION~,.--YPE OF INSURANCE t POLICY NUMBER DATE {MMIDDIYY)DATE GG~N ERAL LIABILI~( A X X I COMMERCIAL GENERAL LIABILITY 68030697L775 08/01/07 08/01/08---r--m__j_~ OLd,MS ~DE I--~ OCCUR ~Contractual Limb GEN’L AGGREGATE LIMIT APPLIES PER: ~---~ POLICY [---7PRO" JECT ~-~ LOC AUiOMOBILE LIABILIT{ ~ANYAUIO BASIL99934 03/28/07 03/28/08 (Ea a~idenl) ALL OWNED AUTOS BODILY INJURY SCHEDULED AUTOS (Per p~rson) HIRED AUTOS NON-OWNED AUTOS PROPERTY, DAMAGE (Per accident) G~RAGE LIAB!LI~{ L_-J ANY AUTO I EXCESSIUMBRELLA LiABiL!TY~___ OCCUR [~[] CLaims NtADE AGGREGATE ~,DEDUCTIBLE RETENTION WORKERS COMPENSATION AND I " WC S] ATU-EMPLOYERS’ LIABILITY ISLTB52L332!307 04/09/07 04/09/08 t E.L. EACH ACCIDENTANY PROPRIETORJPARTNERIBXECUTIVEOPFICERyMEMSER EXCLUDED? If yes, describe under OTHER C Prof. Liability MCA288265!!4 04/11/07 04/11/08 DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES / EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS City of Pa!o Alto is na~med as additiona! insured. LIMITS EACH OCCURR£NC~I $ 2, 0 O 0, 0 0 0 PREMISES (Ea occurence)$ 300f000 NED EXP (Any one person)! $ 5 ,, 0 0 0 s2,000,000 S4,000,000 s4,000,000 2,000,000 PERSONAL & ADV iNJURY GENERAL AGGREGATE PRODUCTS - COMP/OP AGG EmD Ben. COMBINED SINGtE tIMIT sl000000 $ BODILY INJURY(Per accident) AUTO ONLY- EA ACCIDENT OTHER THAN EA ACC AUTO ONLY:AGG EACH OCCURRENCE E,L DISEASE- EA EMPLOYEE! E.L. DISEASE- POLICY LIMIT Limit 1,000~000 Retention I00,000 CERTIFICATE HOLDER PURCH-2 Purchasing and Contract A~ministration City cf Palo ALto BO Box 10250 Palo Alto CA 94303 ACORD 25 (200!/08) CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE iSSUING INSURER WILL ENDEAVOR TO MAIL ! 0 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESEN TAT!VES. AUTHORI~ / -~ <O~ORD CORPORATION 1988