HomeMy WebLinkAboutStaff Report 3394
City of Palo Alto (ID # 3394)
City Council Staff Report
Report Type: Consent Calendar Meeting Date: 4/15/2013
City of Palo Alto Page 1
Summary Title: Building Division On-Call Service Agreements
Title: Approval of Six On-call Building and Inspection Services Contracts as
follows: 1) 4Leaf in the amount of $725,000, 2) Interwest Consulting Group in
the amount of $50,000, 3) CSG Consultants in the amount of $50,000, 4) West
Coast Code Consultants in the amount of $385,000, 5) Kutzmann &
Associates in the amount of $240,000, and 6) TRB & Associates in the amount
of $50,000
From: City Manager
Lead Department: Planning and Community Environment
Recommendation
Staff recommends that Council authorize the City Manager or his designee to
execute the attached six contracts (Attachments A - F) with various firms to
provide on-call services for Development Services.
Executive Summary
The attached six contracts will allow Development Services to secure specialized
technical support that is needed from time to time to process permit applications,
perform plan reviews and conduct inspections during periods of fluctuating
workload and/or when staffing shortages may occur. Furthermore it is to
dedicate additional staff resources to very large projects when that is specifically
requested and paid for by applicants.
Background
Development Services has historically maintained contracts with several firms to
provide the various on-call services described above. In recent years, as the
City of Palo Alto Page 2
staffing level of Development Services has decreased, there has been a greater
reliance on the use of on-call service providers to meet performance objectives,
particularly as the economy has rebounded and the rate of building and
development activity in the city has accelerated. Because the most recent on-call
service contracts have expired and staff anticipates that the demand for Building
Division services may remain strong for at least the next few years, new on-call
contracts are needed to ensure continued service delivery that is efficient,
responsive and cost-effective. At the same time, these volumes can be volatile
from year to year depending on the economy. Staff is also committed to a model
that affords us the ability to quickly scale staffing levels to correspond to
workload.
Discussion
The process to renew Development Service’s on-call service contracts began with
the solicitation of proposals from qualified firms (RFP #142065B). The RFP
identified three types of services that may be needed from time to time and
allowed responding firms to propose on any one or combination of the three
services. Following is a brief description of these services:
A. Permit Processing Services
Consultants will be responsible for providing permit-technician, clerical
and/or administrative services as requested by the City on an as needed
basis to work on site at the Development Center with the knowledge, skills
and abilities to perform various specified functions related to the
processing of Building Permit applications.
B. Building Plan Check Services
Consultants will be responsible for providing building plan check services as
requested by the City on an as needed basis. Plan check services will be
provided either by supplying staff to work on site at the Development
Center or by performing plan reviews off site at Consultants’ offices when
plans are transmitted to Consultants by the City. The manner in which plan
check services are to be performed will be determined by the Chief Building
City of Palo Alto Page 3
Official. When requested to provide plan check services, Consultants will
be expected to perform various specified services described in the RFP.
C. Building Inspection Services
Consultants will be responsible for providing building inspection services on
an as needed basis, as requested by the City, to meet workload demands
and service delivery goals. The City will use the services of Consultants to
provide inspection staff to supplement the City’s regular staff. When
requested to provide building inspection services, Consultants will be
expected to perform various specified services described in the RFP.
Ten firms responded to the RFP. Of these, seven firms proposed all three
services; one proposed two of the services (Permit Processing and Building Plan
Check); and two proposed one of the services (Building Plan Check). The
proposals were then evaluated separately for each service category by an internal
review team consisting of staff from Development Services, Planning Division and
the Public Works Department using a 360 point rubric that was developed from
evaluation criteria set forth in the RFP. Based on this, the final rankings of the
proposals for each service category were as follows:
Permit Processing
Services Plan Check Services Inspection Services
Vendor Score Vendor Score Vendor Score
4Leaf, Inc. 355 West Coast
Code
Consultants
356 4Leaf, Inc. 359
City of Palo Alto Page 4
Interwest
Consulting
Group
333 4Leaf, Inc. 349 Kutzmann &
Associates
347
CSG Consultants 326 Kutzmann &
Associates
347 CSG Consultants 314
West Coast Code
Consultants
307 Interwest
Consulting
Group
340 Bureau Veritas 310
Bureau Veritas 303 TRB+ Associates 336 TRB+ Associates 284
Kutzmann &
Associates
264 RK Associates 316 West Coast
Code
Consultants
274
TRB+ Associates 261 CSG Consultants 311 Shums Coda
Associates
258
Shums Coda
Associates
252 Shums Coda
Associates
302
Bureau Veritas 296
Plan Review
Consultants, Inc.
269
It is anticipated that there will be a substantial amount of building and
development activity anticipated over the next several years. By the same token,
these volumes can be volatile from year to year depending on the economy. The
corresponding demand for contract plan check, permit processing, and inspection
services will be placed on Development Services. Therefore, the expected staffing
levels that will be necessary to meet these demands can be met with on-call
contracts with multiple firms. This will ensure that the service levels established
through the Development Center Blueprint initiative continue to be met while
retaining the ability to quickly scale staff levels to correspond to workloads.
Further, the flexibility provided by having multiple on-call contracts in place will
ensure that work, when assigned, is distributed equitably amongst the various
firms and that any potential conflicts of interest can be avoided.
City of Palo Alto Page 5
With this in mind, staff believes that there should be not less than three firms
available at any time to provide permit processing services, five firms available to
provide plan check services and three firms available to provide inspection
services. Given this, it is recommended that on-call contracts be approved with
the following six firms for the services noted:
1. 4Leaf, Inc. (Permit Processing, Plan Check, Inspection)
2. Interwest Consulting Group (Permit Processing, Plan Check)
3. CSG Consultants (Permit Processing, Inspection)
4. West Coast Code Consultants (Plan Check)
5. Kutzmann & Associates (Plan Check, Inspection)
6. TRB+ Associates (Plan Check)
Timeline
The term for all six on-call contracts will be for one year, with opions to renew
each for two additional one year periods, not to exceed three years total.
Resource Impact
Based on development forecasts, Development Services combined contracts for
plan check, permitting, and inspection services are not expected to exceed $1.5
million per year. It is anticipated that the estimated costs for these contracts
($350,000) for the remainder of the current fiscal year can be supported through
existing resources. The ongoing ability to support these expenses is being
evaluated by Development Services and the Office of Management and Budget. A
recommendation to adjust the budget for these contracts may be included in the
2014 Proposed Operating Budget if necessary.
Policy ImplicationsAs noted, the approval of these on-call contracts will allow
Development Services to meet service delivery goals established as part of the
Development Center Blueprint initiative and to continue to support and
implement various Policies and Programs set forth in the City’s Comprehensive
Plan Chapters 5 (Natural Environment) and 7 (Business and Economics).
City of Palo Alto Page 6
Environmental Review
Award of these on-call contracts is not a project under CEQA and no
environmental review is required.
Attachments:
Attachment A: 4Leaf, Inc. Contract (PDF)
Attachment B: Interwest Consulting Group Contract (PDF)
Attachment C: CSG Consultants Contract (PDF)
Attachment D: West Coast Code Consultants Contract (PDF)
Attachment E: Kutzmann & Associates Contract (PDF)
Attachment F: TRB+ Associates Contract (PDF)
CITY OF PALO ALTO CONTRACT NO. C13149364
AGREEMENT BETWEEN THE CITY OF PALO ALTO AND 4LEAF
FOR PROFESSIONAL SERVICES
This Agreement is entered into on this day of March, 2013, ("Agreement") by
and between the CITY OF PALO ALTO, a California chartered municipal corporation ("CITY"),
and 4LEAF, a California Corporation, located at 211 0 Rheem Drive, Ste. A, Pleasanton, California,
94588, Telephone (925)462-5959 ("CONSULTANT").
RECITALS
The following recitals are a substantive portion ofthls Agreement.
A. CITY intends to solicit On-Call Permit Processing, Building Plan Check, and Building
Inspection Services ("Project") and desires to engage a consultant to provide On-Call services in
connection with the Project ("Services").
B. CONSULTANT has represented that it has the necessary professional expertise,
qualifications, and capability, and all required licenses and/or certifications to provide the Services.
C. CITY in reliance on these representations desires to engage CONSULTANT to provide the
Services as more fully described in Exhibit "A", attached to and made a part of this Agreement.
NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, in
this Agreement, the parties agree:
AGREEMENT
SECTION 1. SCOPE OF SERVICES. CONSULT ANT shall perform the Services described in
Exhibit "A" in accordance with the terms and conditions contained in this Agreement. The
performance of all Services shall be to the reasonable satisfaction of CITY.
~ Optional On-Call Provision (This provision only applies if checked and only applies to on-call
agreements. )
Services will be authorized by the City, as needed, with a Task Order assigned and approved by the
City's Project Manager. Each Task Order shall be in substantially the same form as Exhibit A-I.
Each Task Order shall designate a City Project Manager and shall contain a specific scope of work, a
specific schedule of performance and a specific compensation amount. The total price of all Task
Orders issued under this Agreement shall not exceed the amount of Compensation set forth in
Section 4 of this Agreement. CONSULTANT shall only be compensated for work performed under
an authorized Task Order and the City may elect, but is not required, to authorize work up to the
maximum compensation amount set forth in Section 4.
Professional Services
Rev. Nov. 1,2011
SECTION 2. TERM.
The tenn of this Agreement shall be from April I, 2013 through March 31,2014 with an option to
extend the agreement for two, one year, additional tenns, unless tenninated earlier pursuant to
Section 19 of this Agreement.
SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the perfonnance of
Services under this Agreement. CONSULTANT shall complete the Services within the tenn of this
Agreement and in accordance with the schedule set forth in Exhibit "B", attached to and made a part
of this Agreement. Any Services for which times for perfonnance are not specified in this Agreement
shall 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 tenn or the schedule for perfonnance shaH not preclude recovery of damages
for delay ifthe extension is required due to the fault of CONSULTANT.
SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to
CONSULT ANT for perfonnance of the Services described in Exhibit "A", including both payment
for professional services and reimbursable expenses, shall not exceed Seven Hundred Twenty Five
Thousand Dollars ($725,000.00). In the event Additional Services are authorized, the total
compensation for services and reimbursable expenses shall not exceed Seven Hundred Twenty Five
Thousand Dollars ($725,000.00). The applicable rates and schedule of payment are set out in Exhibit
"C-l", entitled "HOURLY RATE SCHEDULE," which is attached to and made a part of this
Agreement.
Additional Services, if any, shall be authorized in accordance with and subject to the provisions of
Exhibit "C". CONSULTANT shall not receive any compensation for Additional Services perfonned
without the prior written authorization of CITY. Additional Services shall mean any work that is
detennined by CITY to be necessary for the proper completion of the Project, but which is not
included within the Scope of Services described in Exhibit "A".
SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly
invoices to the CITY describing the services perfonned and the applicable charges (including an
identification of personnel who perfonned the services, hours worked, hourly rates, and reimbursable
expenses), based upon the CONSULTANT's billing rates (set forth in Exhibit "C-l "). If applicable,
the invoice shall also describe the percentage of completion of each task. The infonnation in
CONSULTANT's payment requests shall be subject to verification by CITY . CONSULTANT shall
send all invoices to the City's project manager at the address specified in Section 13 below. The City
will generally process and pay invoices within thirty (30) days of receipt.
SECTION 6. OUALIFICATIONS/STANDARD OF CARE. All of the Services shall be
perfonned by CONSULTANT or under CONSULTANT's supervision. CONSULTANT represents
that it possesses the professional and technical personnel necessary to perfonn the Services required
by this Agreement and that the personnel have sufficient skill and experience to perfonn the Services
assigned to them. CONSULTANT represents that it, its employees and subconsultants, if pennitted,
have and shall maintain during the tenn of this Agreement all licenses, pennits, qualifications,
insurance and approvals of whatever nature that are legally required to perfonn the Services.
2
Contract No. C13149364
Professional Services
Rev. Nov. 1,2011
All of the services to be furnished by CONSULTANT under this agreement shall meet the
professional standard and quality that prevail 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. COMPLIANCE WITH LAWS. CONSULTANT shall keep itself informed of and
in compliance with all federal, state and local 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 shall procure all permits and licenses, pay all
charges and fees, and give all notices required by law in the performance of the Services.
SECTION 8. ERRORS/OMISSIONS. CONSULTANT shall correct, at no cost to CITY, any and
all errors, omissions, or ambiguities in the work product submitted to CITY, provided CITY gives
notice to CONSULTANT. If CONSULTANT has prepared plans and specifications or other design
documents to construct the Project, CONSULTANT shall be obligated to correct any and all errors,
omissions or ambiguities discovered prior to and during the course of construction of the Project.
This obligation shall survive termination of the Agreement.
SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works
project, CONSULTANT shall submit estimates of probable construction costs at each phase of
design submittal. If the total estimated construction cost at any submittal exceeds ten percent (I 0%)
of the CITY's stated construction budget, CONSULTANT shall make recommendations to the CITY
for aligning the PROJECT design with the budget, incorporate CITY approved recommendations,
and revise the design to meet the Project budget, at no additional cost to CITY.
SECTION 10. INDEPENDENT CONTRACTOR. It is understood and agreed that in performing
the Services under this Agreement 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.
SECTION 11. ASSIGNMENT. The parties agree that the expertise and experience of
CONSULTANT are material 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 will not
be deemed to be consent to any subsequent assignment. Any assignment made without the approval
of the city manager will be void.
SECTION 12. SUBCONTRACTING.
IZlOption A: No Subcontractor: CONSULTANT shall not subcontract any portion of the work to
be performed under this Agreement without the prior written authorization of the city manager or
designee.
CONSULTANT shall be responsible for directing the work of any subconsultants and for any
compensation due to subconsultants. CITY assumes no responsibility whatsoever concerning
J
Contract No. C13149364
Professional Services
Rev. Nov. 1,2011
compensation. CONSULT ANT shall be fully responsible to CITY for all 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 13. PROJECT MANAGEMENT. CONSULTANT will assign Craig Tole as the
Project Manager to have supervisory responsibility for the performance, progress, and execution of
the Services and Jamie Campbell as the Project Coordinator to represent CONSULTANT during the
day-to-daywork on the Project. If circumstances cause the substitution of the project director, project
coordinator, or any other key personnel for any reason, the appointment of a substitute project
director and the assignment of any key new or replacement personnel will be subject to the prior
written approval of the CITY's project manager. CONSULTANT, at CITY's 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's project manager is Peter Pirnejad, Development Services Department Palo Alto, CA
94303, Telephone (650)329-2349, Email peter.pirnejad@cityofpaloalto.org. The project manager
will be CONSULTANT's point of contact with respect to performance, progress and execution of
the Services. The CITY may designate an alternate project manager from time to time.
SECTION 14. OWNERSHIP OF MATERIALS. Upon delivery, all work product, including
without limitation, all writings, drawings, plans, reports, specifications, calculations, documents,
other materials and copyright interests developed under this Agreement shall be and remain the
exclusive property of CITY without restriction or limitation upon their use. CONSULTANT agrees
that all copyrights which arise from creation of the work pursuant to this Agreement shall be vested
in CITY, and CONSULTANT waives and relinquishes all claims to copyright or other intellectual
property rights in favor of the CITY. Neither CONSULTANT nor its contractors, if any, shall make
any of such materials available to any individual or organization without the prior written approval of
the City Manager or designee. CONSULTANT makes no representation of the suitability of the
work product for use in or application to circumstances not contemplated by the scope of work.
SECTION 15. AUDITS. CONSULTANT will permit CITY to audit, at any reasonable time during
the term ofthis Agreement and for three (3) years thereafter, CONSULTANT's records pertairring 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.
16.1. To the fullest extent permitted by law, CONSULTANT shall protect,
indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents
(each an "Indemnified Party") from and against any and all 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 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
4
Contract No. C13149364
Professional Services
Rev. Nov. 1,2011
Agreement, regardless of whether or not it is caused in part by an Indemnified Party.
16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to
require CONSULTANT to indemnifY an Indemnified Party from Claims arising from the active
negligence, sole negligence or willful misconduct of an Indemnified Party.
16.3. The acceptance of CONSULTANT's services and duties by CITY shall not
operate as a waiver ofthe 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 full
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 CITY as an
additional insured under any general liability or automobile policy or policies.
18.2. All insurance coverage required hereunder shall be provided through carriers
with AM Best's Key Rating Guide ratings of A-:VII or higher which are licensed or authorized to
transact insurance business in the State of California. Any and all contractors of CONSULTANT
retained to perform Services under this Agreement will obtain and maintain, in full 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 approval 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 Manager thirty (30) days' prior written notice of the cancellation or modification. If the
insurer cancels or modifies the insurance and provides less than thirty (30) days' notice to
CONSULTANT, CONSULTANT shall provide the Purchasing Manager written notice of the
cancellation or modification within two (2) business days of the CONSULTANT's receipt of such
notice. CONSULTANT shall be responsible for ensuring that current certificates evidencing the
insurance are provided to CITY's Purchasing Manager during the entire term ofthis 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 fulfill the indemnification provisions
of this Agreement. Notwithstanding the policy or policies of insurance, CONSULTANT will be
5
Contract No. C13149364
Professional Services
Rev. Nov. 1,2011
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. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES.
19.1. 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 (10) days prior written
notice thereof to CONSULTANT. Upon receipt of such notice, CONSULTANT will immediately
discontinue its performance ofthe Services.
19 .2. CONSULTANT may terminate this Agreement or suspend its performance of
the Services by giving thirty (30) days prior written notice thereof to CITY, but only in the event of a
substantial failure of performance by CITY.
19.3. 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, ifany, in connection with this Agreement. Such materials will
become the property of CITY.
19.4. 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 services on
or before the effective date (i.e., 10 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 ofhislher discretion. The following Sections will
survive any expiration or termination of this Agreement: 14, 15, 16, 19.4,20, and 25.
19.5. 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 20. NOTICES.
All notices hereunder will be given in writing and mailed, postage prepaid, by
certified mail, addressed as follows:
To CITY: Office ofthe City Clerk
City of Palo Alto
Post Office Box 10250
Palo Alto, CA 94303
With a copy to the Purchasing Manager
6
Contract No. C13149364
Professional Services
Rev. Nov. 1,2011
To CONSULTANT: Attention of the project director
at the address of CONSULTANT recited above
SECTION 21. CONFLICT OF INTEREST.
21.1. In accepting this Agreement, CONSULTANT covenants that it presently has
no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would
conflict in any manner or degree with the performance of the Services.
21.2. CONSULTANT further covenants that, in the performance of this Agreement,
it will not employ subconsultants, contractors or persons having such an interest. CONSULTANT
certifies that no person who has or will have any financial interest under this Agreement is an officer
or employee of CITY; this provision will be interpreted in accordance with the applicable provisions
ofthe Palo Alto Municipal Code and the Government Code of the State of California.
21.3. If the Project Manager determines that CONSULTANT is a "Consultant" as
that term is defined by the Regulations of the Fair Political Practices Commission, CONSULTANT
shall be required and agrees to file the appropriate financial disclosure documents required by the
Palo Alto Municipal Code and the Political Reform Act.
SECTION 22. NONDISCRIMINATION. As set forth in Palo Alto Municipal Code section
2.30.510, CONSULTANT certifies that in the performance of this Agreement, it shall not
discriminate in the employment 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 Section 2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination
Requirements and the penalties for violation thereof, and agrees to meet all requirements of Section
2.30.510 pertaining to nondiscrimination in employment.
7
Contract No. C13149364
Professional Services
Rev. Nov. 1,2011
SECTION 23. ENVIRONMENT ALL Y PREFERRED PURCHASING AND ZERO WASTE
REOUIREMENTS. CONSULTANT shall comply with the City's Environmentally Preferred
Purchasing policies which are available at the City's Purchasing Department, incorporated by
reference and may be amended from time to time. CONSULTANT shall comply with waste
reduction, reuse, recycling and disposal requirements ofthe City's Zero Waste Program. Zero Waste
best practices include first minimizing and reducing waste; second, reusing waste and third, recycling
or compo sting waste. In particular, Consultant shall comply with the following zero waste
requirements:
• All printed materials provided by Consultant to City generated from a personal
computer and printer including but not limited to, proposals, quotes, invoices,
reports, and public education materials, shall be double-sided and printed on a
minimum 0[30% or greater post-consumer content paper, unless otherwise approved
by the City's Project Manager. Any submitted materials printed by a professional
printing company shall be a minimum of 30% or greater post-consumer material and
printed with vegetable based inks.
• Goods purchased by Consultant on behalf of the City shall be purchased in
accordance with the City's Environmental Purchasing Policy including but not
limited to Extended Producer Responsibility requirements for products and
packaging. A copy of this policy is on file at the Purchasing Office.
• Reusable/retumable pallets shall be taken back by the Consultant, at no additional
cost to the City, for reuse or recycling. Consultant shall provide documentation from
the facility accepting the pallets to verify that pallets are not being disposed.
SECTION 24. NON-APPROPRIATION
24.1. This Agreement is subjectto the fiscal provisions of the Charter ofthe 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 following fiscal year,
or (b) at any time within a fiscal 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. This section shall take precedence
in the event of a conflict with any other covenant, term, condition, or provision of this Agreement.
SECTION 25. MISCELLANEOUS PROVISIONS.
25.1. This Agreement will be governed by the laws of the State of California.
25.2. 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 in the County of Santa Clara, State of
California.
25.3. 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. The prevailing party shall be entitled to recover an amount equal to the fair market value of
legal services provided by attorneys employed by it as well as any attorneys' fees paid to third
parties.
8
Contract No. Cl3149364
Professional Services
Rev. Nov. 1,2011
25.4. 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.
25.5. The covenants, terms, conditions and provisions of this Agreement will apply
to, and will bind, the heirs, successors, executors, administrators, assignees, and consultants of the
parties.
25.6. 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 this
Agreement and any amendments thereto will remain in full force and effect.
25.7. 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.
25.8 If, pursuant to this contract with CONSULTANT, City shares with
CONSULTANT personal information as defined in California Civil Code section 1798.81.5(d) about
a California resident ("Personal Information"), CONSULTANT shall maintain reasonable and
appropriate security procedures to protect that Personal Information, and shall inform City
immediately upon leaming that there has been a breach in the security of the system or in the security
of the Personal Information. CONSULTANT shall not use Personal Information for direct marketing
purposes without City's express written consent.
25.9 All unchecked boxes do not apply to this agreement.
25.10 The individuals executing this Agreement represent and warrant that they have
the legal capacity and authority to do so on behalf of their respective legal entities.
25.11 This Agreement may be signed in multiple counterparts, which shall, when
executed by all the parties, constitute a single binding agreement
9
Contract No. C13149364
Professional Services
Rev. Nov. 1,2011
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 4LEAF~' .
By: ~I/II
City Manager 7'
Name: ~I Ai D U6(.,-~
Title: fiUWfA4J
APPROVED AS TO FORM:
Senior Asst. City Attorney
Attachments:
EXHIBIT "A":
EXHIBIT "A-I"
EXHIBIT "B":
EXHIBIT "C":
EXHIBIT "C-l":
EXHIBIT "D":
SCOPE OF WORK
ON CALL TASK ORDER
SCHEDULE OF PERFORMANCE
COMPENSATION
SCHEDULE OF RATES
INSURANCE REQUIREMENTS
10
Contract No. C13149364
Professional Services
Rev. Nov. 1, 2011
EXHIBIT A
SCOPE OF SERVICES
CONSULTANT shall provide professional services consisting of Permit Processing, Building Plan
Check, Building and Inspection services on an as-needed (on-call) basis.
Permit Processing Services
CONSULTANT shall be responsible for providing permit-technician, clerical and/or administrative
services as requested by the City on an as needed basis.
CONSULTANT shall provide staff, on an as need basis that shall work on-or off-site at the City's
Development Center under the supervision of the Development Services Director or designee which
may include the Chief Building Official, Inspection Services Supervisor and/or Development Center
Manager with the knowledge, skills and abilities to perform the following functions:
Enter permit and related data into the Accela permit tracking system; research, compile and prepare
various limited reports and presentation graphics; assist the general public at the front counter or by
phone/e-mail regarding building, planning, engineering and fire permit requirements, application and
permit fees, application filing procedures and processing, and permit status; accept permit and
related applications and collect fees; screen plans and application materials for compl,eteness and for
conformance with City ordinances, standards, policies and guidelines; review application materials
for compliance with conditions of project approval; route plans to other city departments/divisions
for review; approve and issue minor permits; research and respond to public inquiries; build and
maintain positive working relationships with co-workers, City staff and the public using principles of
good customer service; and perform related duties as assigned.
When requested to furnish staff, CONSULTANT shall provide resumes (including licenses and other
credentials) of all candidates who shall be available to perform Permit Processing services. The City
retains the right to select or reject any or all candidates based on a review of resumes and/or
subsequent interviews.
Building Plan Check Services
CONSULTANT shall be responsible for providing building plan check services as requested by the
City on an as needed basis. Plan check services shall be provided either by supplying staff to work
on site at the City's Development Center under the direction of the Chief Building Official or by
performing plan reviews off site at CONSULTANT'S office when plans are transmitted to
CONSULTANT by the City. The manner in which plan check services will be performed shall be
determined by the City's Chief Building Official. When requested to provide plan check services,
CONSULTANT shall be expected to perform the following services:
12
Contract No. C13149364
Professional Services
Rev. Nov. 1,2011
1. Preliminary plan review consultations in CONSULTANT'S office or by telephone/e-mail.
2. Initial plan review of project plans and other related documents submitted in conjunction
with applications for Building Permits to determine compliance with the adopted uniform
codes, applicable laws, regulations and local ordinances. The services shall include, but not
be limited to, review of the following, as applicable to each project: Architectural, Structural,
Civil, Electrical, Mechanical and Plumbing plans, structural calculations, accessibility
compliance, fire and life safety components, geotechnical reports, Green Building and
Energy Code compliance documentation and deferred submittal items.
3. Provide the applicant's designee and the City, a typed list of items needing clarification or
change to achieve conformance with the above regulations.
4. Maintain sufficient communication with the applicant's designee(s), either by telephone/e
mail, mail or meeting in CONSULTANT'S office and perform all necessary plan rechecks to
achieve conformance to the regulations.
5. Provide recommendations and acts as liaison to the Chief Building Official, or his designee,
either by maille-mail, telephone or in CONSULTANT'S office, to ensure compliance with
Palo Alto's Municipal Code requirements.
6. Perform plan reviews of revisions to plans that have previously been approved for permit
issuance, or perform plan reviews of changes to plans prior to such approval.
7. Attend meetings related to proposed building projects at the request of the Chief Building
Official at locations other than CONSULTANT'S office.
8. Provide City with periodic plan review status reports for all projects assigned by the Chief
Building Official.
When requested to furnish staff, CONSULTANT shall provide resumes (including licenses and other
credentials) of all candidates who shall be available to perform Building Plan Check services. The
City retains the right to select or reject any or all candidates based on a review of resumes and/or
subsequent interviews.
Building Inspection Services
CONSULTANT shall be responsible for providing building inspection services on an as needed
basis, as requested by the City, to meet workload demands and service delivery goals. The City shall
13
Contract No. C13149364
Professional Services
Rev. Nov. 1,2011
use the services of the CONSULTANT'S firm to provide inspection staff to supplement the City's
regular staff. When requested to provide building inspection services, CONSULTANT shall perform
the following services:
1. Perform all requested inspections and re-inspections for compliance with City and State
codes and applicable regulations.
2. Coordinate all inspection and re-inspection requests.
3. Confer with the Chief Building Official, building plan check supervisor, and/or Inspection
Services Supervisor on all discretionary decisions or requests for alternate materials or types
of construction.
4. Coordinate with the Chief Building Official and/or Inspection Services Supervisor on all
Certificates of Occupancy to ensure that all applicable City departments and regulatory
agencies have approved the project.
5. Enter all inspection records into the Accela permit tracking system. Maintain all inspection
records for all assigned projects, to be turned over to the City within five working days of
when requested by the City. Records include all correction notices and all documentation
related to design changes.
6. Coordinate inspection activities with any and all third-party inspectors and special inspection
agents retained by owners and/or their contractors.
7. Have CASp certified staff available to the City on an as-needed basis.
8. Participate in and attend weekly Inspection Division staff meetings and training events
sponsored by the City.
When requested to furnish staff, CONSULTANT shall provide resumes (including licenses and other
credentials) of all candidates who shall be available to perform Building Inspection services. The
City retains the right to select or reject any or all candidates based on a review of resumes and/or
subsequent interviews.
14
ContraetNa. C13149364
Professional Services
Rev. Nov. 1,2011
EXHIBIT "A-l"
PROFESSIONAL SERVICES TASK ORDER
Consultant bereby agrees to perfonn the work detailed below in accordance with all the tenns and conditions of the
Agreement referenced in Item lA below. All exhibits referenced in Item 8 are incorporated into the Agreement by this
reference. The Consultant shall furnish the necessary facilities, professional, technical and supporting personnel required
by this Task Order as described below.
CONTRACT NO.
Purchase Requisition No.
MASTER AGREEMENT NUMBER
TASK ORDER NO.
CONSULTANT
ISSUE DATE
lAo
lB.
2.
3. PERJOD OF PERFORMANCE: START: COMPLETION:
4 TOTAL TASK ORDER PRJCE: $
BALANCE REMAINING IN MAS':-:T=E=R-A,...G::RE-=E::-ME---N--T-,$ _________ ~~~
5. BUDGET CODE: _____ _
COST CENTER COST ELEMENT WBS/CIP PHASE
6. CITY PROJECT MANAGER'S NAMEIDEPARTMENT ~~~-
7. DESCRJPTION OF SCOPE OF SERVICES
MUST INCLUDE:
• WORK TO BE PERFORMED
• SCHEDULE OF WORK
• BASIS FOR PAYMENT & FEE SCHEDULE
• DELIVERABLES
• REIMBURSABLES (with "not to exceed" cost)
8. ATTACHMENTS: A: Scope of Services B: ~~~~~ ________ ~
I hereby authorize the performance of
the work described above in this Task Order.
APPROVED:
CITY OF PALO ALTO
BY: ________________________ _
Name ____________________ __
Title __________________________ _
Date __________________________ _
15
I hereby acknowledge receipt and acceptance
ofthis Task Order and warrant that I have
authority to sign on behalf of Consultant.
APPROVED:
COMPANYNAME:~~~ ________ __
BY: ________________________ ~
Narne __________________________ __
Title ________________________ _
Date __________________________ ~
Professional Services
Rev. Nov. 1,2011
Contract No. C13149364
EXHIBIT "B"
SCHEDULE OF PERFORMANCE
(N ot Applicable)
16
Contract No, C13149364
Professional Services
Rev. Nov. 1,2011
EXHIBIT "C"
COMPENSATION
The CITY agrees to compensate the CONSULT ANT for professional services performed in
accordance with the terms and conditions ofthis Agreement based on the hourly rate schedule
attached as Exhibit C-l.
The compensation to be paid to CONSULTANT under this Agreement for all services
described in Exhibit "A" ("Services") and reimbursable expenses shall not exceed
$725,000.00. CONSULTANT agrees to complete all Services, including reimbursable
expenses, within this amount. In the event CITY authorizes any Additional Services, the
maximum compensation shall not exceed $725,000.00. Any work performed or expenses
incurred for which payment would result in a total exceeding the maximum amount of
compensation set forth herein shall be at no cost to the CITY.
REIMBURSABLE EXPENSES
The administrative, overhead, secretarial time or secretarial overtime, word processing,
photocopying, in-house printing, insurance and other ordinary business expenses are included
within the scope of payment for services and are not reimbursable expenses. CITY shall
reimburse CONSULTANT for the following reimbursable expenses at cost. Expenses for
which CONSULTANT shall be reimbursed are:
A. Travel outside the San Francisco Bay area, including transportation and meals, will be
reimbursed at actual cost subject to the City of Pal 0 Alto's policy for reimbursement of travel
and meal expenses for City of Palo Alto employees.
B. Long distance telephone service charges, cellular phone service charges, facsimile
transmission and postage charges are reimbursable at actual cost.
All requests for payment of expenses shall be accompanied by appropriate backup information.
Any expense anticipated to be more than $0.00 shall be approved in advance by the CITY's
project manager.
ADDITIONAL SERVICES
The CONSULTANT shall provide additional services only by advanced, written authorization
from the CITY. The CONSULTANT, at the CITY's project manager's request, shall submit a
detailed written proposal including a description of the scope of services, schedule, level of
effort, and CONSULTANT's proposed maximum compensation, including reimbursable
expenses, for such services based on the rates set forth in Exhibit C-l. The additional
services scope, schedule and maximum compensation shall be negotiated and agreed to in
writing by the CITY's Project Manager and CONSULTANT prior to commencement of the
services. Payment for additional services is subject to all requirements and restrictions in this
Agreement.
17
Contract No. C13149364
Professional Services
Rev. Nov. 1,2011
OrOPTIONAL] Work required because the following conditions are not satisfied or are
exceeded shall be considered as Additional Services:
18
Contract No. C13149364
Professional Services
Rev. Nov. 1,2011
EXHIBIT "C-l"
HOURLY RATE SCHEDULE
Plan Review Services to be performed off-site at the following rates:
Plan Check Service Fee for 1,( Review and Hourly rate for onsite and/or
subsequent rechecks greater than 3 reviews offsite
(with authorization from City)
Life Health Safety, 65% of City fee $llOlhour structural
Structural, ADA $851hour non-structural
Requirements and Title 24
Energy Requirements
Plan Checks
Plumbingl 40% of City fee $851hour non-structural
MechanicaIlElectrical Only
Plan Checks
Structural Only 40% of City fee $llOlhour structural
Plan Checks
Additional Building Department Services
Senior Combination Building Inspector ..................................................... $95lhour
Commercial Building Inspector .................................................................. $85lhour
Residential Building Inspector ................................................................... $801hour
Code Enforcement ...................................................................................... $75lhour
On-Site Plan Review Engineer .................................................................... $100 -1I0/hour
On-Site Non Structural Plans Examiner ...................................................... $85lhour
Permit Technician ....................................................................................... $48lhour
Inspector of Record (including DSA or OSHPD) ........................................ $1151hour
Public Works Inspector ............................................................................... $95lhour
Temporary Building Official ........................................................................ $1301hour
Deputy Building Official .............................................................................. $1151hour
CASp Inspection .......................................................................................... $1751hour
Hourly overtime charge per inspector ....................................................... 1.5 x hourly rate
Mileage (for inspections performed within the City) ................................. IRS Rate + 20%
18
Contract No. C13149364
Professional Services
Rev Nov. 1,2011
EXHIBIT "D"
INSURANCE REQIDREMENTS
CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT OBTAIN
AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WIlliAM
BEST'S KEY RATING OF A-:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN TIlE
STATE OF CALIFORNIA,
AWARD IS CONTINGENT ON COMPLIANCE wrrn CITY'S INSURANCE REOUIREMENTS, AS SPECIFIED, BELOW:
MINIMUM LIMITS
REQUIRED TYPE OF COVERAGE REQUIREMENT EACH
YES
YES
YES
YES
YES
YES
OCCURRENCE AGGREGATE
WORKER'S COMPENSATION STATUTORY
EMPLOYER'S LIABILITY STATUTORY
BODILY INillRY $1,000,000 $1,000,000
GENERAL LIABILITY, INCLUDING
PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE $1,000,000 $1,000,000
PROPERTY DAMAGE BLANKET
CONTRACTUAL, AND FIRE LEGAL BODILY INJURY & PROPERTY DAMAGE $1,000,000 $1,000,000
LIABILITY COMBINED.
BODILY INJURY $1,000,000 $1,000,000
-EACH PERSON $1,000,000 $1,000,000
-EACH OCCURRENCE $1,000,000 $1,000,000
AUTOMOBILE LIABILITY, INCLUDING
ALL OWNED, HIRED, NON-OWNED PROPERTY DAMAGE $1,000,000 $1,000,000
BODILY INJURY AND PROPERTY $1,000,000 $1,000,000
DAMAGE, COMBINED
PROFESSIONAL LIABILITY, INCLUDING,
ERRORS AND OMISSIONS,
MALPRACTICE (WHEN APPLICABLE),
AND NEGLIGENT PERFORMANCE ALL DAMAGES $1,000,000
THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT ITS SOLE COST AND EXPENSE,
SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT 1BROUGHOUT THE ENTIRE TERM OF ANY RESULTANT AGREEMENT,
THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND ITS SUBCONSULTANTS, IF ANY, BUT
ALSO, WITH THE EXCEPTION OF WORKERS' COMPENSATION, EMPLOYER'S LIABILITY AND PROFESSIONAL INSURANCE, NAMING
AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPWYEES.
I. INSURANCE COVERAGE MUST INCLUDE:
A. A PROVISION FOR A WRITTEN THIRTY (30) DAY ADVANCE NOTICE TO CITY OF CHANGE IN
COVERAGE OR OF COVERAGE CANCELLATION; AND
B. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR
CONTRACTOR'S AGREEMENT TO INDEMNIFY CITY.
C. DEDUCTIBLE AMOUNTS IN EXCESS OF $5,000 REQUIRE CITY'S PRIOR AFPROV AL.
II. CONTACTOR MUST SUI3MIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE.
III. ENDORSEMENT PROVISIONS, WIlli RESPECT TO THE INSURANCE AFFORDED TO "ADDITIONAL
INSUREDS"
A. PRIMARY COVERAGE
WITH RESPECT TO CLAIMS ARISING OUT OF 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 INSUREDS.
19
Contract No. C13149364
Professional Services
Rev Nov. 1,2011
B. CROSS LIABILITY
THE NAMING OF MORE 1HAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY SHALL
NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT TBIS
ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF
THE COMPANY UNDER THIS POLICY.
C. NOTICE OF CANCELLATION
I. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FORANYREASON OTHER
THAN THE NON·PA YMENT OF PREMIUM, THE ISSUINGCOMP ANY SHALL PROVIDE CITY
AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF
CANCELLATION.
2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON·PA YMENT
OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A TEN (10) DAY
WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.
NOTICES SHALL BE MAILED TO:
PURCHASING AND CONTRACT ADMINISTRATION
CITY OF PALO ALTO
P.O. BOX 10250
PALO ALTO, CA 94303
20
Contract No. C13149364
Professional Services
Rev Nov. 1,2011
CITY OF PALO ALTO CONTRACT NO. C13149365
AGREEMENT BETWEEN THE CITY OF PALO ALTO& INTERWEST CONSULTING
GROUP FOR PROFESSIONAL SERVICES
This Agreement is entered into on this day of March, 2013, ("Agreement") by
and between the CITY OF PALO ALTO, a California chattered municipal corporation ("CITY"),
and INTERWEST CONSULTING GROUP, a California corporation, located at 6280 W. Las
Positas Boulevard, Suite 220, Pleasanton, California, 94588, Telephone (925)462-1 I 14
("CONSULTANT").
RECITALS
The following recitals are a substantive portion of this Agreement.
A. CITY intends to solicit On-Call Permit Processing and Building Plan Check Services
("Project") and desires to engage a consultant to provide On-Call services in connection with the
Project ("Services").
B. CONSULTANT has represented that it has the necessmy professional expertise,
qualifications, and capability, and all required licenses and/or certifications to provide the Services.
C. CITY in reliance on these representations desires to engage CONSULTANT to provide the
Services as more fully described in Exhibit "A", attached to and made a pmt of this Agreement.
NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, in
this Agreement, the parties agree:
AGREEMENT
SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perform the Services described in
Exhibit "A" in accordance with the terms and conditions contained in this Agreement. The
perf01mance of all Services shall be to the reasonable satisfaction of CITY.
I2<;J Optional On-Call Provision (This provision only applies if checked and only applies to on-call
agreements. )
Services will be authorized by the City, as needed, with a Task Order assigned and approved by the
City's Project Manager. Each Task Order shall be in substantially the same form as Exhibit A-I.
Each Task Order shall designate a City Project Manager and shall contain a specific scope of work, a
specific schedule of performance and a specific compensation amount. The total price of all Task
Orders issued under this Agreement shall not exceed the amount of Compensation set forth in
Section 4 of this Agreement. CONSULT ANT shall only be compensated for work perf01med under
an authorized Task Order and the City may elect, but is not required, to authorize work up to the
maximum compensation amount set f01th in Section 4.
Professional Services
Rey. Nov. 1,2011
SECTION 2. TERM.
The term of this Agreement shall be from April 1, 2013 through March 31,2014 with an option to
extend the agreement for two, one year, additional terms, unless terminated earlier pursuant to
Section 19 of this Agreement.
SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance of
Services under this Agreement. CONSULTANT shall complete the Services within the tenn of this
Agreement and in accordance with the schedule set f01ih in Exhibit "B", attached to and made a pmi
of this Agreement. Any Services for which times for performance are not specified in this Agreement
shall 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 pe1fonnance shall not preclude recove1Y of damages
for delay if the extension is required due to the fault of CONSULTANT.
SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to
CONSULTANT for performance of the Services described in Exhibit "A", including both payment
for professional services and reimbursable expenses, shall not exceed Fifty Thousand Dollars
($50,000.00). In the event Additional Services are authorized, the total compensation for services
and reimbursable expenses shall not exceed Fifty Thousand Dollars ($50,000.00). The applicable
rates and schedule of payment are set out in Exhibit "C-l ", entitled "HOURLY RATE
SCHEDULE," which is attached to and made a pati of this Agreement.
Additional Services, if any, shall be authorized in accordance with and subject to the provisions of
Exhibit "C". CONSULTANT shall not receive any compensation for Additional Services perfonned
without the prior written authorization of CITY. Additional Services shall mean any work that is
determined by CITY to be necessaty for the proper completion of the Project, but which is not
included within the Scope of Services described in Exhibit "A".
SECTION 5. INVOICES. In order to request payment, CONSULTANT shall 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 "C-l "). If applicable,
the invoice shall also describe the percentage of completion of each task. The information in
CONSULT ANT's payment requests shall be subject to verification by CITY. CONSULTANT shall
send all invoices to the City's project manager at the address specified in Section 13 below. The City
will generally process and pay invoices within thitiy (30) days of receipt.
SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All of the Services shall be
performed by CONSULT ANT or under CONSULTANT's supervision. CONSULTANT represents
that it possesses the professional and technical personnel necessaty 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 subcollsultants, ifpe1mitted,
have and shall 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 fumished by CONSULTANT under this agreement shall meet the
2
Contract No. C13149365
Professional Services
Rev. Nm'. 1,2011
professional standard and quality that prevail among professionals in the same discipline and of
similar knowledge and skill engaged in related work throughout Califomia under the same or similar
circumstances.
SECTION 7. COMPLIANCE WITH LAWS. CONSULTANT shall keep itself informed of and
in compliance with all federal, state and local 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 shall procure all permits and licenses, pay all
charges and fees, and give all notices required by law in the performance of the Services.
SECTION 8. ERRORS/OMISSIONS. CONSULTANT shall correct, at no cost to CITY, any and
all errors, omissions, or ambiguities in the work product submitted to CITY, provided CITY gives
notice to CONSULT ANT. If CONSULTANT has prepared plans and specifications or other design
documents to construct the Project, CONSULTANT shall be obligated to correct any and all errors,
omissions or ambiguities discovered prior to and during the course of construction of the Project.
This obligation shall survive termination of the Agreement.
SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works
project, CONSULTANT shall submit estimates of probable construction costs at each phase of
design submittal. If the total estimated construction cost at any submittal exceeds ten percent (10%)
of the CITY's stated construction budget, CONSULTANT shall make recommendations to the CITY
for aligning the PROJECT design with the budget, incorporate CITY approved recommendations,
and revise the design to meet the Project budget, at no additional cost to CITY.
SECTION 10. INDEPENDENT CONTRACTOR. It is understood and agreed that in performing
the Services under this Agreement CONSULTANT, and any person employed by or contracted with
CONSULTANT to furnish labor andlor materials under this Agreement, shall act as and be an
independent contractor and not an agent or employee of the CITY.
SECTION 11. ASSIGNMENT. The parties agree that the expertise and experience of
CONSULTANT are material considerations for this Agreement. CONSULTANT shall not assign or
transfer any interest in this Agreement nor the perfol1uance 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 sub seq uent assignment. Any assignment made without the approval
of the city manager will be void.
SECTION 12. SUBCONTRACTING.
~Option A: No Subcontractol': CONSULTANT shall not subcontract any portion of the work to
be performed under this Agreement without the prior written authorization of the city manager or
designee.
DOption B: Subcontracts Authorized: Notwithstanding Section 11 above, CITY agrees that
subconsultants may be used to complete the Services. The subconsultants authorized by CITY to
perform work on this Project are:
3
Contract No. Cl3149365
Professional Services
Re\,. Nm'. 1,2011
CONSULTANT shall be responsible for directing the WDl'k of any subconsultants and for any
compensation due to subconsultants. CITY assumes no responsibility whatsoever concerning
compensation. CONSULTANT shall be fully responsible to CITY for all acts and omissions of a
subconsultant. CONSULTANT shall change or add subconsultants only with the priDl' approval of
the city manager or his designee.
SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Greg Shriver as the
project director to have supervisDl'Y responsibility fDl' the perfDlmance, progress, and execution of the
Services and to represent CONSULTANT during the day-to-day work on the Project. If
circumstances cause the substitution of the project director, project cODl'dinator, Dl' any other key
personnel for any reason, the appointment of a substitute project directDl' and the assignment of any
key new or replacement personnel will be subject to the prior written approval of the CITY's project
manager. CONSULTANT, at CITY's request, shall promptly remove personnel who CITY finds do
not perfDl'm the Services in an acceptable manner, are uncooperative, Dl' present a threat to the
adequate or timely completion of the Project or a threat to the safety of persons or property.
The City's project manager is Peter Pirnejad, Development Services Department Palo Alto, CA
94303, Telephone (650)329-2349, Email peter.pirnejad@cityofpaloalto.org. The project manager
will be CONSULTANT's point of contact with respect to performance, progress and execution of
the Services. The CITY may designate an alternate project manager from time to time.
SECTION 14. OWNERSHIP OF MATERIALS. Upon delivelY, all WDl'k product, including
without limitation, all writings, drawings, plans, reports, specifications, calculations, documents,
other materials and copyright interests developed under this Agreement shall be and remain the
exclusive property of CITY without restriction Dl' limitation upon their use. CONSULTANT agrees
that all copyrights which arise from creation of the work pursuant to this Agreement shall be vested
in CITY, and CONSULTANT waives and relinquishes all claims to copyright Dl' other intellectual
propeliy rights in favor of the CITY. Neither CONSULTANT nor its contractors, if any, shall make
any of such materials available to any individual Dl' Dl'ganization without the prior written approval of
the City Manager or designee. CONSULTANT makes no representation of the suitability of the
work product for use in Dl' application to circumstances not contemplated by the scope of work.
SECTION 15. AUDITS. CONSULTANT will pelmit CITY to audit, at any reasonable time during
the term of this Agreement and fDl' three (3) years thereafter, CONSULTANT's recDl'ds peliaining to
matters covered by this Agreement. CONSULTANT nnther agrees to maintain and retain such
records for at least three (3) years after the expiration Dl' earlier tenllination of this Agreement.
SECTION 16. INDEMNITY.
r:g)[Option A applies to the following design professionals pursuant to Civil Code Section
2782.8: architccts; landscape architects; "cgistcrcd professional engineers and licensed
professional land sUl'Veyors.] 16.1. To the fullest extent permitted by law, CONSULT ANT shall
protect, indemnifY, defend and hold harmless CITY, its Council members, officers, employees and
agents (each an "Indemnified Party") from and against any and all demands, claims, or liability of
any nature, including death or injUly to any person, propeliy damage or any other loss, including all
4
Contract No. C13149365
Professional Services
Re\'. No\'. 1,2011
costs and expenses of whatever nature including attomeys fees, experts fees, court costs and
disbursements ("Claims") that arise out of, pel1ain 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.
16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to
require CONSULTANT to indemnifY an Indemnified Party from Claims arising from the active
negligence, sole negligence or willful misconduct of an Indemnified Party.
16.3. 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 telm, covenant, condition, provision,
ordinance or law.
SECTION 18. INSURANCE.
18.1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in filiI
force and effect during the telm of this Agreement, the insurance coverage described in Exhibit "D".
CONSULTANT and its contractors, if any, shall obtain a policy endorsement naming CITY as an
additional insured under any general liability or automobile policy or policies.
18.2. All insurance coverage required hereunder shall be provided through carriers
with AM Best's Key Rating Guide ratings of A-:VIl or higher which are licensed or authorized to
transact insurance business in the State of Califomia. Any and all contractors of CONSULTANT
retained to perform Services under this Agreement will obtain and maintain, in full 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 approval 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 Manager thiJ1y (30) days' prior written notice of the cancellation or modification. If the
insurer cancels or modifies the insurance and provides less than thirty (30) days' notice to
CONSULT ANT, CONSULTANT shall provide the Purchasing Manager written notice of the
cancellation or modification within two (2) business days of the CONSULTANT's receipt of such
notice. CONSULTANT shall be responsible for ensuring that CUiTent cel1ificates 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 CONSUL TANT's liability hereunder nor to fillfill the indemnification provisions
5
Contract No. CIJI49365
Professional Services
Rev. Nov. 1,2011
of this Agreement. Notwithstanding the policy or policies of insurance, CONSULTANT will be
obligated for the full and total amount of any damage, injUlY, or loss caused by or directly arising as
a result of the Services perf0111led under this Agreement, including such damage, injury, or loss
arising after the Agreement is terminated or the tel111 has expired.
SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES.
19.1. The City Manager may suspend the performance of the Services, in whole or
in part, or tel111inate this Agreement, with or without cause, by giving ten (10) days prior written
notice thereof to CONSULTANT. Upon receipt of such notice, CONSULTANT will immediately
discontinue its performance of the Services.
19 .2. CONSULTANT may tel111inate this Agreement or suspend its perfol111ance of
the Services by giving thirty (30) days prior written notice thereof to CITY, but only in the event ofa
substantial failure of performance by CITY.
19.3. 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 corUlection with this Agreement. Such materials will
become the property of CITY.
19.4. Upon such suspension or tennination by CITY, CONSUL TANTwill be paid
for the Services rendered or materials delivered to CITY in accordance with the scope of services on
or before the effective date (i.e., 10 days after giving notice) of suspension or termination; provided,
however, if this Agreement is suspended or tenninated 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 ofhis/her discretion. The following Sections will
survive any expiration or termination of this Agreement: 14,15,16,19.4,20, and 25.
19.5. No payment, partial payment, acceptance, or pattial acceptance by CITY will
operate as a waiver on the part of CITY of any of its rights under this Agreement.
SECTION 20. NOTICES.
All notices hereunder will be given in writing and mailed, postage prepaid, by
celtified mail, addressed as follows:
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
6
Contract No. Ci3149365
Professional Services
Re\'. No\', 1,2011
To CONSULTANT: Attention of the project director
at the address of CONSULTANT recited above
SECTION 21. CONFLICT OF INTEREST.
21.1. In accepting this Agreement, CONSULTANT covenants that it presently has
no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would
conflict in any manner or degree with the performance of the Services.
21.2. CONSULTANT ft1l1her covenants that, in the perfonnance of this Agreement,
it will not employ subconsultants, contractors or persons having such an interest. CONSULT ANT
certifies that no person who has or will have any financial interest under this Agreement is an officer
or employee ofClTY; 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.
21.3. If the Project Manager determines that CONS ULT ANT is a "Consultant" as
that term is defined by the Regulations of the Fair Political Practices Commission, CONSULT ANT
shall be required and agrees to file the appropriate financial disclosure documents required by the
Palo Alto Municipal Code and the Political Refonn Act.
SECTION 22. NONDISCRIMINATION. As set forth in Palo Alto Municipal Code section
2.30.510, CONSULTANT certifies that in the performance of this Agreement, it shall not
discriminate in the employment 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. CONSULT ANT acknowledges that it has read and understands the
provisions of Section 2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination
Requirements and the penalties for violation thereof, and agrees to meet all requirements of Section
2.30.510 pertaining to nondiscrimination in employment.
SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE
REOUIREMENTS. CONSULTANT shall comply with the City'S Enviroll1l1entally Preferred
Purchasing policies which are available at the City's Purchasing Department, incorporated by
reference and may be amended from time to time. CONS UL T ANT shall comply with waste
reduction, reuse, recycling and disposal requirements of the City'S Zero Waste Program. Zero Waste
best practices include first minimizing and reducing waste; second, reusing waste and third, recycling
or composting waste. In particular, Consultant shall comply with the following zero waste
requirements:
• All printed materials provided by Consultant to City generated from a personal
computer and printer including but not limited to, proposals, quotes, invoices,
rep0l1s, and public education materials, shall be double-sided and printed on a
minimum of3 0% or greater post -consumer content paper, unless otherwise approved
by the City'S Project Manager. Any submitted materials printed by a professional
printing company shall be a minimum of30% or greater post-consumer material and
printed with vegetable based inks.
• Goods purchased by Consultant on behalf of the City shall be purchased in
7
Contract No. Cl3149365
Professional Sen'ices
Rev. Nov. 1,2011
accordance with the City's Environmental Purchasing Policy including but not
limited to Extended Producer Responsibility requirements for products and
packaging. A copy of this policy is on file at the Purchasing Office.
• Reusable/returnable pallets shall be taken back by the Consultant, at no additional
cost to the City, for reuse or recycling. Consultant shall provide documentation from
the facility accepting the pallets to verifY that pallets are not being disposed.
SECTION 24. NON-APPROPRIATION
24.1. This Agreement is subject to the fiscal provisions of the Chat1er 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 fimds are not appropriated for the following fiscal year,
or (b) at any time within a fiscal year in the event that funds are only appropriated for a p011ion of the
fiscal year and funds for this Agreement are no longer available. This section shall take precedence
in the event of a conflict with any other covenant, tenn, condition, or provision of this Agreement.
SECTION 25. MISCELLANEOUS PROVISIONS.
25.1. This Agreement will be governed by the laws of the State of California.
25.2. 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 in the County of Santa Clara, State of
California.
25.3. The prevailing pa11y 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. The prevailing party shall be entitled to recover an amount equal to the fair market value of
legal services provided by attorneys employed by it as well as any attorneys' fees paid to third
parties.
25.4. 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 patties.
25.5. The covenants, terms, conditions and provisions ofthis Agreement will apply
to, and will bind, the heirs, successors, executors, administrators, assignees, and consultants of the
pa11ies.
25.6. 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 this
Agreement and any amendments thereto will remain in full force and effect.
25.7. All exhibits referred to in this Agreement and any addenda, appendices,
attachments, and schedules to this Agreement which, from time to time, may be refen'ed 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.
8
Contract No. CI3149365
Professional Services
Rev. Nov. 1,2011
25.8 If, pursuant to this contract with CONSULTANT, City shares with
CONSULTANT personal infonnation as defined in California Civil Code section 1798.81.5(d) about
a California resident ("Personal Information"), CONSULTANT shall maintain reasonable and
appropriate security procedures to protect that Personal Information, and shall inform City
immediately upon learning that there has been a breach in the security of the system or in the security
of the Personal Information. CONSULT ANT shall not use Personal Infonnation for direct marketing
purposes without City's express written consent.
25.9 All unchecked boxes do not apply to this agreement.
25.10 The individuals executing this Agreement represent and wanant that they have
the legal capacity and authority to do so on behalf of their respective legal entities.
25.11 This Agreement may be signed in multiple counterpat1s, which shall, when
executed by all the pm1ies, constitute a single binding agreement
9
Contract No. C13149365
Professional Sen'ices
Re\', Noy. 1,2011
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
City Manager By:----jil------"''-'---L-.C''=''' ___ _
Name:
APPROVED AS TO FORM:
Senior Ass!. Ci ty Attorney
Attachments:
EXHIBIT "A":
EXHIBIT" A -\ "
EXHIBIT "8":
EXHIBIT "C":
EXHIBIT "C-I":
EXHIBIT "0":
SCOPE OF WORK
ON CALL TASK ORDER
SCHEDULE OF PERFORMANCE
COMPENSATION
SCHEDULE OF RATES
INSURANCE REQUIREMENTS
10
Contract No. Cl3J49365
ProfessiOlltll Services
Rev. Nov. 1,2011
EXHIBIT A
SCOPE OF SERVICES
CONSULTANT shall provide professional services consisting of Permit Processing and Building
Plan Check services on an as-needed (on-call) basis.
Pel·mit Pl"Ocessing Services
CONSULTANT shall be responsible for providing permit-technician, clerical and/or administrative
services as requested by the City on an as needed basis.
CONSULTANT shall provide staff, on an as need basis that shall work on-or off-site at the City's
Development Center under the supervision of the Development Services Director or designee which
may include the Chief Building Official, Inspection Services Supervisor and/or Development Center
Manager with the knowledge, skills and abilities to perform the following functions:
Enter permit and related data into the Accela permit tracking system; research, compile and prepare
various limited rep011s and presentation graphics; assist the general public at the front counter or by
phone/e-mail regarding building, planning, engineering and fire pennit requirements, application and
permit fees, application filing procedures and processing, and permit status; accept permit and
related applications and collect fees; screen plans and application materials for completeness and for
conformance with City ordinances, standards, policies and guidelines; review application materials
for compliance with conditions of project approval; route plans to other city departments/divisions
for review; approve and issue minor permits; research and respond to public inquiries; build and
maintain positive working relationships with co-workers, City staff and the public using principles of
good customer service; and perform related duties as assigned.
When requested to furnish staff, CONSULTANT shall provide resumes (including licenses and other
credentials) of all candidates who shall be available to perform Permit Processing services. The City
retains the right to select or reject any or all candidates based on a review of resumes and/or
subsequent interviews.
Building Plan Checl{ Services
CONSULT ANT shall be responsible for providing building plan check services as requested by the
City on an as needed basis. Plan check services shall be provided either by supplying staff to work
on site at the City's Development Center under the direction of the Chief Building Official or by
performing plan reviews off site at CONSULTANT'S office when plans are transmitted to
CONSULTANT by the City. The manner in which plan check services will be performed shall be
determined by the City's Chief Building Official. When requested to provide plan check services,
CONSULTANT shall be expected to perform the following services:
1. PreliminalY plan review consultations in CONSULTANT'S office or by telephone/e-mail.
12
Contract No. Cl3149365
Professional Services
Rev, No\', 1,2011
2. Initial plan review of project plans and other related documents submitted in conjunction
with applications for Building Permits to determine compliance with the adopted uniform
codes, applicable laws, regulations and local ordinances. The services shall include, but not
be limited to, review of the following, as applicable to each project: Architectural, Structural,
Civil, Electrical, Mechanical and Plumbing plans, structural calculations, accessibility
compliance, fire and life safety components, geotechnical reports, Green Building and
Energy Code compliance documentation and deferred submittal items.
3. Provide the applicant's designee and the City, a typed list of items needing clarification or
change to achieve conformance with the above regulations.
4. Maintain sufficient communication with the applicant's designee(s), either by telephone/e
mail, mail or meeting in CONSULT ANT'S office and perf 01111 all necessmy plan rechecks to
achieve conformance to the regulations.
5. Provide recommendations and acts as liaison to the Chief Building Official, or his designee,
either by maille-mail, telephone or in CONSULTANT'S office, to ensure compliance with
Palo Alto's Municipal Code requirements.
6. Perform plan reviews of revisions to plans that have previously been approved for permit
issuance, or perform plan reviews of changes to plans prior to such approval.
7. Attend meetings related to proposed building projects at the request of the Chief Building
Official at locations other than CONSULTANT'S office.
8. Provide City with periodic plan review status reports for all projects assigned by the Chief
Building Official.
When requested to furnish staff, CONSULTANT shall provide resumes (including licenses and other
credentials) of all candidates who shall be available to perform Building Plan Check services. The
City retains the right to select or reject any or all candidates based on a review ofresumes and/or
subsequent interviews.
13
Contract No. C13149365
Professional Services
Rev. No\', 1,2011
EXHIBIT "A-I"
PROFESSIONAL SERVICES TASK ORDER
Consultant hereby agrees to perform the work detailed below iu accordauce with all the tenns and conditions of the
Agreement referenced in Item I A below. All exhibits referenced in Item 8 are incorporated into the Agreement by this
reference. The Consultant shall furnish the necessaty facilities, professional, technical and supp0l1ing personnel required
by this Task Order as described below.
CONTRACT NO.
Purchase Requisition No.
MASTER AGREEMENT NUMBER
TASK ORDER NO.
CONSULTANT
ISSUE DATE
IA.
lB.
2.
3. PERIOD OF PERFORMANCE: START: COMPLETION:
4 TOTAL TASK ORDER PRICE: $
BALANCE REMAINING IN MASC:T~E"'R~AccG"C:R""E""EC:CM"'E:-N"'T:-:$~~~~~~~~~~~~~
5. BUDGET CODE: __________ _
COST CENTER COST ELEMENT WBS/CIP PHASE
6.
7.
CITY PROJECT MANAGER'S NAME/DEPARTMENT ~~~-
DESCRIPTION OF SCOPE OF SERVICES
MUST INCLUDE:
• WORK TO BE PERFORMED
• SCHEDULE OF WORK
• BASIS FOR PAYMENT & FEE SCHEDULE
• DELIVERABLES
• REIMBURSABLES (with "not to exceed" cost)
8. ATTACHMENTS: A: Scope of Services B: ___________________ _
I hereby authorize the performance of
the work described above in this Task Order.
APPROVED:
CITY OF PALO ALTO
BY: ____________ _
Name _____________ _
Title _____________ _
Date ______________ _
14
I hereby acknowledge receipt and acceptance
of this Task Order and warrant that I have
authority to sigu on behalf of Consultant.
APPROVED:
COMPANY NAME: _______ _
BY: ____________ _
Name ______________ _
Title _____________ _
Date _____________ _
Professional Services
Rev. No\'. 1,2011
Contract No. C13149365
EXHIBIT "B"
SCHEDULE OF PERFORMANCE
(Not Applicable)
16
Contract No. C13149365
Professional Services
Re\', No\,. 1,2011
EXHIBIT "C"
COMPENSATION
The CITY agrees to compensate the CONSULTANT for professional services performed in
accordance with the terms and conditions of this Agreement based on the homly rate schedule
attached as Exhibit C-l.
The compensation to be paid to CONSULTANT under this Agreement for all services
described in Exhibit "A" ("Services") and reimbmsable expenses shall not exceed $50,000.00.
CONSULTANT agrees to complete all Services, including reimbmsable expenses, within this
amount. In the event CITY authorizes any Additional Services, the maximum compensation
shall not exceed $50,000.00. Any work performed or expenses incmred for which payment
would result in a total exceeding the maximum amount of compensation set forth herein shall
be at no cost to the CITY.
REIMBURSABLE EXPENSES
The administrative, overhead, secretarial time or secretarial overtime, word processing,
photocopying, in-house printing, insurance and other ordinary business expenses are included
within the scope of payment for services and are not reimbursable expenses. CITY shall
reimburse CONSULTANT for the following reimbmsable expenses at cost. Expenses for
which CONSULTANT shall be reimbmsed are:
A. Travel outside the San Francisco Bay area, including transportation and meals, will be
reimbursed at actual cost subject to the City of Palo Alto's policy for reimbursement of travel
and meal expenses for City of Palo Alto employees.
B. Long distance telephone service charges, cellular phone service charges, facsimile
transmission and postage charges are reimbursable at actual cost.
All requests for payment of expenses shall be accompanied by appropriate backup infonnation.
Any expense anticipated to be more than $0.00 shall be approved in advance by the CITY's
project manager.
ADDITIONAL SERVICES
The CONSULTANT shall provide additional services only by advanced, written authorization
from the CITY. The CONSULT ANT, at the CITY's project mmmger's request, shall submit a
detailed written proposal including a description of the scope of services, schedule, level of
effOli, and CONSULTANT's proposed maximum compensation, including reimbursable
expenses, for such services based on the rates set forth in Exhibit C-l. The additional
services scope, schedule and maximum compensation shall be negotiated and agreed to in
writing by the CITY's Project Manager and CONSULTANT prior to commencement of the
services. Payment for additional services is subject to all requirements and restrictions in this
Agreement.
17
Contract No. C13149365
Professional Services
Rev. Nov. 1,2011
EXHIBIT "C-l"
HOURLY RATE SCHEDULE
For complete plan review services, fee is equal to 58% of the plan review fees based on the
City's fee schedule. Plan review services will include an initial first and second review with a
minor third review for approval of the plans. Any additional plan review services required
beyond the third review will be billed at the hourly rates listed within the Schedule of Hourly
Billing Rates, included within this proposal. If major revisions are necessary to previously
approved documents, CONSULTANT shall provide additional plan review services on an hourly
basis using the following rates. However, CONSULTANT may work with the Building Official
to achieve a mutually acceptable resolution.
For structural only and other partial reviews such as foundation only, preliminmy reviews, or
others, CONSULT ANT shall negotiate a mutually agreeable fixed fee based on the specific
services requested, or provide services on an hourly basis using the rates listed in our Schedule of
Hourly Billing Rates.
Schedule of Hourly Billing Rates
CLASSIFICATION HOURLY BILLING RATE
Licensed Engineer Plans Examiner ........................................................................... 110
Senior Plans Examiner. ................................................................................................ 95
Permit Technician ......................................................................................................... 50
Inspector Ilr. .................................................................................................................. 80
Inspector Ir. ................................................................................................................... 70
Inspector r. .................................................................................................................... 60
EXPEDITED PLAN REVIEW SERVICES
CONSULTANT shall provide expedited or fast-track plan review services. Timeframes for
performance of expedited or fast-track plan review services along with a fixed fee for such
projects will be negotiated on a case-by-case basis dependent on the scope and complexity of the
project at hand.
FIRE PLAN REVIEW SERVICES
Fire plan review will be provided on an hourly basis per our Schedule of Hourly Billing Rates.
THIRD PARTY PLAN REVIEW SERVICES
As a third party plan review consultant, CONSULTANTS project team shall act as an extension
of City staff. CONSULTANT shall work directly with the applicant to develop fees, schedule,
and other informationnecessmy to successfully deliver a prompt and accurate plan review. All
communications are handled directly with the applicant with plan review comments copied to
City staff so that they will always be aware of the project's progress and issues. When plans are
ready for pelTIlit issuance, CONSULTANT shall issue a final letter of approval with the plans
and calculations bearing our review stamps for City processing and issuance of a building penni!.
18
Contract No. Cl3149365
Professional Sen'ices
Rev Nov. 1,2011
EXHIBIT "D"
INSURANCE REQUIREMENTS
CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SI IALL FOR THE TERM OF THE CONTRACT OBTAIN
AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY Cmll'ANIES WITHAM
nEST'S KEY RATING 0.1' A-:VJl, OR HIGHER, LICENSED OR AlJTHORIZED TO TRANSACT INSUUANCE BUSINESS IN THE
STATE OF CALIFORNIA,
AWARD IS CONTINGENT ON COMPliANCE WITH CITY'S INSURANCE REQUIREMENTS AS SPECIFIED BELOW' , , . , ,
NININUH LIMITS
REQUIRED TYPE OF COVERAGE REQUIREHENT EACH
YES
YES
YES
YES
YES
YES
OCCURRENCE AGGREGATE
WORKER'S COMPENSATION STATUTORY
EMPLOYER'S LIABILITY STATUTORY
BODILY INJURY $1,000,000 $1,000,000
GENERAL LIABILITY, INCLUDING
PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE $1,000,000 $1,000,000
PROPERTY DAMAGE BLANKET
CONTRACTUAL, AND FIRE LEGAL BODILY INJURY & PROPERTY DAMAGE $1,000,000 $1,000,000
LIABILITY COMBINED.
BODILY INJURY $1,000,000 $1,000,000 . EACH PERSON $1,000,000 $1,000,000
. EACH OCCURRENCE $1,000,000 $1,000,000
AUTOMOBILE LIABILITY, INCLUDING
ALL OWNED, HIRED, NON·OWNED PROPERTY DAMAGE $1,000,000 $1,000,000
BODILY INJURY AND PROPERTY $1,000,000 $1,000,000
DAMAGE, COMBINED
PROFESSIONAL LIABILITY, INCLUDING,
ERRORS AND OMISSIONS,
MALPRACTICE (WHEN APPLICABLE),
AND NEGLIGENT PERFORMANCE ALL DAMAGES $1,000,000
THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT ITS SOLE COST AND 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 CONTRACTOR AND ITS SUIlCONSULTANTS, IF ANY, BUT
Al.SO, WITH THE EXCEPTION OF WORKERS' COMPENSATION, EMPLOYER'S LIABILITY AND PROFESSIONAL INSURANCE, NA~HNG
AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES.
I. INSURANCE COVERAGE MUST INCLUDE:
A. A PROVISION FOR A WRITTEN THIRTY (30) DA Y ADVANCE NOTICE TO CITY OF CHANGE IN
COVERAGE OR OF COVERAGE CANCELLATION; AND
B. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR
CONTRACTOR'S AGREEMENT TO INDEMNIFY CITY.
C. DEDUCTIBLE AMOUNTS IN EXCESS OF $5,000 REQUIRE CITY'S PRIOR APPROVAL.
II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE.
Ill. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO "ADDITIONAL
INSUREDS"
A. PRIMARY COVERAGE
WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF TilE NAMED INSURED, INSURANCE AS
AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTIIER
INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS.
19
Contract No. Ci3149365
Professional Services
Rev Nov. 1,201 J
B. CROSS LIABILITY
THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS 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 NOT INCREASE THE TOTAL LIABILITY OF
THE COMPANY UNDER THIS POLICY.
C. NOTICE OF CANCELLATION
I. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER
THAN THE NON-PA YMENT OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY
AT LEAST A TIIIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF
CANCELLATION.
2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR TilE NON-PAYMENT
OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A TEN (10) DA Y
WRIlTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.
NOTICES SHALL BE MAILED TO:
PURCHASING AND CONTRACT ADMINISTRATION
ClTY OF PALO ALTO
P.O. BOX 10250
PALO ALTO, CA 94303
20
Contract No. C13149365
Professional Services
Rev Nov. 1,2011
CITY OF PALO ALTO CONTRACT NO. C13149366
AGREEMENT BETWEEN THE CITY OF PALO ALTO AND CSG CONSULTANTS
FOR PROFESSIONAL SERVICES
This Agreement is entered into on this day of March, 2013, ("Agreement") by
and between the CITY OF PALO ALTO, a California chartered municipal corporation ("CITY"),
and CSG CONSULTANTS, a California corporation, located at 1700 South Amphlett Blvd.3rd
Floor, San Mateo, California, 94402, Telephone (650)522-2500 ("CONSULTANT").
RECITALS
The following recitals are a substantive portion of this Agreement.
A. CITY intends to solicit On-Call Building Inspection and Building Permitting services
("Project") and desires to engage a consultant to provide On-Call services in connection with the
Project ("Services").
B. CONSULTANT has represented that it has the necessary professional expertise,
qualifications, and capability, and all required licenses and/or certifications to provide the Services.
C. CITY in reliance on these representations desires to engage CONSULTANT to provide the
Services as more fully described in Exhibit "A", attached to and made a part of this Agreement.
NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, in
this Agreement, the parties agree:
AGREEMENT
SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perform the Services described in
Exhibit "A" in accordance with the tenns and conditions contained in this Agreement. The
performance of all Services shall be to the reasonable satisfaction of CITY.
[g] Optional On-Call Provision (This provision only applies if checked and only applies to on-call
agreements. )
Services will be authorized by the City, as needed, with a Task Order assigned and approved by the
City's Project Manager. Each Task Order shall be in substantially the same fonn as Exhibit A-l.
Each Task Order shall designate a City Project Manager and shall contain a specific scope of work, a
specific schedule of performance and a specific compensation amount. The total price of all Task
Orders issued under this Agreement shall not exceed the amount of Compensation set forth in
Section 4 of this Agreement. CONSULTANT shall only be compensated for work performed under
an authorized Task Order and the City may elect, but is not required, to authorize work up to the
maximum compensation amount set fOlih in Section 4.
Professional Services
Rev. Nov. 1,2011
SECTION 2. TERM.
The term of this Agreement shall be from April 1, 2013 through March 31, 2014 with an option to
extend the agreement for two, one year, additional terms, unless terminated earlier pursuant to
Section 19 of this Agreement.
SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance of
Services under this Agreement. CONSULTANT shall complete the Services within the term of this
Agreement and in accordance with the schedule set forth in Exhibit "B", attached to and made a part
of this Agreement. Any Services for which times for performance are not specified in this
Agreement shall 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 tenn 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 to be paid to
CONSUL TANT for performance of the Services described in Exhibit "A", including both payment
for professional services and reimbursable expenses, shall not exceed Fifty Thousand Dollars
($50,000.00). In the event Additional Services are authorized, the total compensation for services
and reimbursable expenses shall not exceed Fifty Thousand Dollars (50,000.00). The applicable
i'ates and schedule of payment are set out in Exhibit "C-l", entitled "HOURLY RATE
SCHEDULE," which is attached to and made a part of this Agreement.
Additional Services, if any, shall be authorized in accordance with and subject to the provisions of
Exhibit "C". CONSULTANT shall not receive any compensation for Additional Services perfonned
without the prior written authorization of CITY. Additional Services shall mean any work that is
determined by CITY to be necessary for the proper completion of the Project, but which is not
included within the Scope of Services described in Exhibit "A".
SECTION 5. INVOICES. In order to request payment, CONSULTANT shall 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 "C-1 ").
If applicable, the invoice shall also describe the percentage of completion of each task. The
information in CONSULTANT's payment requests shall be subject to verification by CITY.
CONSULTANT shall send all invoices to the City's project manager at the address specified in
Section 13 below. The City will generally process and pay invoices within thirty (30) days of
receipt.
SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All of the Services shall be
perfOlmed by CONSULTANT or under CONSULTANT's supervision. CONSULTANT represents
that it possesses the professional and technical persomlel necessary to perfOlm 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, ifpermitted,
have and shall maintain during the telm of this Agreement all licenses, pelmits, qualifications,
insurance and approvals of whatever nature that are legally required to perform the Services.
2
Contract No. C13149366
Professional Services
Rev. Nov. 1,2011
All of the services to be furnished by CONSULTANT under this agreement shall meet the
professional standard and quality that prevail 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. COMPLIANCE WITH LAWS. CONSULTANT shall keep itself infonned of and
in compliance with all federal, state and local 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 shall procure all permits and licenses, pay all
charges and fees, and give all notices required by law in the performance of the Services.
SECTION 8. ERRORS/OMISSIONS. CONSULTANT shall cOlTect, at no cost to CITY, any and
all errors, omissions, or ambiguities in the work product submitted to CITY, provided CITY gives
notice to CONSULTANT. If CONSULTANT has prepared plans and specifications or other design
documents to construct the Proj ect, CONSULTANT shall be obligated to correct any and all errors,
omissions or ambiguities discovered prior to and during the course of construction of the Project.
This obligation shall survive termination of the Agreement.
SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works
project, CONSULTANT shall submit estimates of probable construction costs at each phase of
design submittal. Ifthe total estimated construction cost at any submittal exceeds ten percent (l 0%)
of the CITY's stated construction budget, CONSULTANT shall make recommendations to the
CITY for aligning the PROJECT design with the budget, incorporate CITY approved
recommendations, and revise the design to meet the Project budget, at no additional cost to CITY.
SECTION 10. INDEPENDENT CONTRACTOR. It is understood and agreed that in perfonning
the Services under this Agreement CONSULTANT, and any person employed by or contracted with
CONSULTANT to fmnish labor and! or materials under this Agreement, shall act as and be an
independent contractor and not an agent or employee of the CITY.
SECTION 11. ASSIGNMENT. The parties agree that the expertise and experience of
CONSULTANT are material 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 will not
be deemed to be consent to any subsequent assignment. Any assigmnent made without the approval
of the city manager will be void.
SECTION 12. SUBCONTRACTING.
[gJOption A: No Subcontractor: CONSULTANT shall not subcontract any portion of the work to
be performed under this Agreement without the prior written authorization of the city manager or
designee.
DOption B: Subcontracts Authorized: Notwithstanding Section 11 above, CITY agrees that
sub consultants may be used to complete the Services. The subconsultants authorized by CITY to
perform work on this Project are:
3
Contract No. C13149366
Professional Services
Rev. Nov. 1,2011
CONSULTANT shall be responsible for directing the work of any sub consultants and for any
compensation due to subconsultants. CITY assumes no responsibility whatsoever concerning
compensation. CONSULTANT shall be fully responsible to CITY for all acts and omissions of a
sub consultant. CONSULTANT shall change or add sub consultants only with the prior approval of
the city manager or his designee.
SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Doug Rider as the
project director to have supervisory responsibility for the performance, progress, and execution of
the Services and to represent CONSULTANT during the day-to-day work on the Project. If
circumstances cause the substitution of the project director, project coordinator, or any other key
personnel for any reason, the appointment of a substitute project director and the assignment of any
key new or replacement personnel will be subj ect to the prior written approval of the CITY's proj ect
manager. CONSULTANT, at CITY's 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's project manager is Peter Pirnejad, Development Services Department Palo Alto, CA
94303, Telephone (650)329-2349, Email peter.pirnejad@cityofpaloalto.org. The project
manager will be CONSULTANT's point of contact with respect to performance, progress and
execution of the Services. The CITY may designate an alternate project manager from time to
time.
4
Contract No. C!3149366
Professional Services
Rev. Nov. 1,20ll
SECTION 14. OWNERSIDP OF MATERIALS. Upon delivery, all work product, including
without limitation, all writings, drawings, plans, reports, specifications, calculations, documents,
other materials and copyright interests developed under this Agreement shall be and remain the
exclusive property of CITY without restriction or limitation upon their use. CONSULTANT agrees
that all copyrights which arise from creation of the work pursuant to this Agreement shall be vested
in CITY, and CONSULTANT waives and relinquishes all claims to copyright or other intellectual
property rights in favor ofthe CITY. Neither CONSULTANT nor its contractors, if any, shall make
any of such materials available to any individual or organization without the prior written approval
of the City Manager or designee. CONSULTANT makes no representation of the suitability of the
work product for use in or application to circumstances not contemplated by the scope of work.
SECTION 15. AUDITS. CONSULTANT will 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.
[3J[Option A applies to the following design professionals pursuant to Civil Code Section
2782.8: architects; landscape architects; registered professional engineers and licensed
professional land surveyors.] 16.1. To the fullest extent permitted by law, CONSULTANT shall
protect, indemnify, defend and hold hmm1ess CITY, its Council members, officers, employees and
agents (each an "Indemnified Party") from and against any and all 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 including attorneys fees, experts fees, court costs and
disbursements ("Claims") that arise out of, pertain to, or relate to the negligence, recldessness, 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.
16.2. Notwithstmlding the above, nothing in this Section 16 shall be construed to
require CONSULTANT to indemnify an Indemnified Party from Claims arising from the active
negligence, sole negligence or willful misconduct of an Indelllilified Party.
16.3. 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,
telm, 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 San1e or of any other term, covenant, condition, provision,
ordinance or law.
SECTION 18. INSURANCE.
5
Contract No. C13149366
Professional Services
Rev Nov. 1,2011
18.1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in full
force and effect during the term ofthis Agreement, the insurance coverage described in Exhibit "D".
CONSUL T ANT and its contractors, if any, shall obtain a policy endorsement naming CITY as an
additional insured under any general liability or automobile policy or policies.
18.2. All insurance coverage required hereunder shall be provided through calTiers
with AM Best's Key Rating Guide ratings of A-:VII or higher which are licensed or authorized to
transact insurance business in the State of California. Any and all contractors of CONSULTANT
retained to perform Services under this Agreement will obtain and maintain, in full 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 ofthis Agreement. The certificates will be subject to the approval of CITY's Risk
Manager and will contain an endorsement stating that the insurance is primaIY 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 ofthe cancellation or modification. Ifthe
insurer cancels or modifies the insurance and provides less than thirty (30) days' notice to
CONSULTANT, CONSULTANT shall provide the Purchasing Manager written notice of the
cancellation or modification within two (2) business days of the CONSULTANT's receipt of such
notice. CONSULTANT shall be responsible for ensuring that CUlTent certificates evidencing the
insurance are provided to CITY's Purchasing Manager during the entire telID 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 fulfill the indemnification provisions
of this Agreement. Notwithstanding the policy or policies of insurance, CONSULTANT will be
obligated for the full and total amount of any damage, injury, or loss caused by or directly arising as
a result of tlle Services performed under this Agreement, including such damage, injrny, or loss
arising after the Agreement is terminated or the term has expired.
SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES.
19.1. The City Manager may suspend the perfonnance of the Services, in whole or
in part, or tenninate this Agreement, with or without cause, by giving ten (10) days prior written
notice thereof to CONSULTANT. Upon receipt of such notice, CONSULTANT will immediately
discontinue its perfonnance of the Services.
19.2. CONSULTANT may tenninate this Agreement or suspend its performance of
the Services by giving thirty (30) days prior written notice thereof to CITY, but only in the event of
a substantial failure of performance by CITY.
19.3. Upon such suspension or tennination, CONSULTANT shall deliver to the
City Manager immediately any and all copies of studies, sketches, drawings, computations, and
other data, whether or not completed, prepaI'ed by CONSULTANT or its contractors, if any, or given
to CONSULTANT or its contractors, ifany, in connection with this Agreement. Such materials will
become the property of CITY.
6
Contract No. C13149366
Professional Services
Rev Nov. 1,2011
19.4. Upon such suspension ottermination by CITY, CONSULTANT will be paid
for the S enTices rendered or materials delivered to CITY in accordance with the scope of services on
or before the effective date (i.e., 10 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. The following Sections will
survive any expiration ortennination of this Agreement: 14, 15, 16, 19.4,20, and 25.
19.5 . 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 20. NOTICES.
All notices hereunder will be given in writing and mailed, postage prepaid, by
certified mail, addressed as follows:
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 21. CONFLICT OF INTEREST.
21.1. In accepting this Agreement, CONSULTANT covenants that it presently has
no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would
conflict in any manner or degree with the performance of the Services.
21.2. CONSULTANT further covenants that, in the performance of this Agreement,
it will not employ subconsultants, contractors or persons having such an interest. CONSULTANT
certifies that no person who has or will have any financial 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.
21.3. If the Project Manager detennines that CONSULTANT is a "Consultant" as
that term is defined by the Regulations ofthe FaIr Political Practices Commission, CONSULTANT
shall be required and agrees to file the appropriate financial disclosure documents required by the
Palo Alto Municipal Code and the Political Refonn Act.
7
Contract No. C13149366
Professional Services
Rev Nov. l, 2011
SECTION 22. NONDISCRIMINATION. As set f01ih in Palo Alto Municipal Code section
2.30.510, CONSULTANT certifies that in the perfonnance of this Agreement, it shall not
discriminate in the employment 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 Section 2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination
Requirements and the penalties for violation thereof, and agrees to meet all requirements of Section
2.30.510 pertaining to nondiscrimination in employment.
SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE
REQUIREMENTS. CONSULTANT shall comply with the City's Environmentally Prefened
Purchasing policies which are available at the City's Purchasing Department, incorporated by
reference and may be amended from time to time. CONSULTANT shall comply with waste
reduction, reuse, recycling and disposal requirements of the City's Zero Waste Program. Zero
Waste best practices include first minimizing and reducing waste; second, reusing waste and third,
recycling or composting waste. In particular, Consultant shall comply with the following zero waste
requirements:
• All printed materials provided by Consultant to City generated from a personal
computer and printer including but not limited to, proposals, quotes, invoices,
rep01is, and public education materials, shall be double-sided and printed on a
minimum of 3 0% or greater post-consumer content paper, unless otherwise approved
by the City's Project Manager. Any submitted materials printed by a professional
printing company shall be a minimum of30% or greater post-consumer material and
printed with vegetable based inIcs.
• Goods purchased by Consultant on behalf of the City shall be purchased in
accordance with the City's Environmental Purchasing Policy including but not
limited to Extended Producer Responsibility requirements for products and
packaging. A copy of this policy is on file at the Purchasing Office.
• Reusable/returnable pallets shall be taken back by the Consultant, at no additional
cost to the City, for reuse or recycling. Consultant shall provide documentation from
the facility accepting the pallets to verify that pallets are not being disposed.
SECTION 24. NON-APPROPRIATION
24.1. This Agreement is subject to the fiscal provisions ofthe Charter of the City of
Palo Alto and the Palo Alto Municipal Code. This Agreement will temunate without any penalty ( a)
at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year,
or (b) at any time within a fiscal 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. This section shall take
precedence in the event of a conflict with any other covenant, tenn, condition, or provision of this
Agreement.
SECTION 25. MISCELLANEOUS PROVISIONS.
25.1. This Agreement will be govemed by the laws of the State of California.
25.2. In the event that an action is brought, the parties agree that trial of such action
8
Contract No. C13149366
Professional Services
Rev Nov. 1,2011
will be vested exclusively in the state courts of California in the County of Santa Clara, State of
Califomia.
25.3. The prevailing party in any action brought to enforce the provisions of this
Agreement may recover its reasonable costs and attomeys' fees expended in connection with that
action. The prevailing party shall be entitled to recover an amount equal to the fair market value of
legal services provided by attorneys employed by it as well as any attomeys' fees paid to third
parties.
25.4. 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.
25.5. The covenants, tenns, conditions and provisions ofthis Agreement will apply
to, and will bind, the heirs, successors, executors, administrators, assignees, and consultants of the
parties.
25.6. 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 this
Agreement and any amendments thereto will remain in full force and effect.
25.7. All exhibits refelTed to in this Agreement and any addenda, appendices,
attachments, and schedules to this Agreement which, from time to time, may be refelTed 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.
25.8 If, pursuant to this contract with CONSULTANT, City shares with
CONSULTANT personal information as defmed in California Civil Code section 1798.81.5( d)
about a California resident ("Personal Infonnation"), CONSULTANT shall maintain reasonable and
appropriate security procedures to protect that Personal Information, and shall inform City
immediately upon leaming that there has been a breach in the security of the system or in the
security of the Personal Information. CONSULTANT shall not use Personal Information for direct
marketing purposes without City's express written consent.
25.9 All unchecked boxes do not apply to this agreement.
25.10 The individuals executing this Agreement represent and walTant that they
have the legal capacity and authority to do so on behalf of their respective legal entities.
25.11 This Agreement may be signed in multiple counterparts, which shall, when
executed by all the parties, constitute a single binding agreement
9
Contract No. C13149366
Professional Services
Rev Nov. 1,2011
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 CSG CONSULTANTS, INC.
City Manager
By: ~=---~~~~---------
APPROVED AS TO FORM:
Senior Asst. City Attomey
Attachments:
EXHIBIT "A":
EXHIBIT "A -1"
EXHIBIT "B":
EXHIBIT "C":
EXHIBIT "C-1":
EXHIBIT "D":
SCOPE OF WORK
ON CALL TASK ORDER
SCHEDULE OF PERFORMANCE
COMPENSATION
SCHEDULE OF RATES
INSURANCE REQUIREMENTS
10
Contract No. C13149366
Professional Services
RevNov.l,2011
EXHIBIT A
SCOPE OF SERVICES
CONSULTANT shall provide professional services consisting ofPernlit Processing and Inspection
services on an as-needed (on-call) basis.
Permit Processing Services
CONSULTANT shall be responsible for providing permit -teclmician, clerical and/or administrative
services as requested by the City on an as needed basis.
CONSULTANT shall provide staff, on an as need basis that shall work on-or off-site at the City's
Development Center under the supervision of the Development Services Director or designee which
may include the Chief Building Official, Inspection Services Supervisor and/or Development Center
Manager with the knowledge, skills and abilities to perfOlm the following functions:
Enter permit and related data into the Accela permit tracking system; research, compile and prepare
various limited repOlis and presentation graphics; assist the general public at the front counter or by
phone/e-mail regarding building, planning, engineering and fire permit requirements, application and
permit fees, application filing procedures and processing, and permit status; accept permit and
related applications and collect fees; screen plans and application materials for completeness and for
conformance with City ordinances, standards, policies and guidelines; review application materials
for compliance with conditions of project approval; route plans to other city departments/divisions
for review; approve and issue minor permits; research and respond to public inquiries; build and
maintain positive working relationships with co-workers, City staff and the public using principles
of good customer service; and perform related duties as assigned.
When requested to furnish staff, CONSULTANT shall provide resumes (including licenses and
other credentials) of all candidates who shall be available to perform Permit Processing services. The
City retains the right to select or reject any or all candidates based on a review of resumes and/or
subsequent interviews.
Building Inspection Services
CONSULTANT shall be responsible for providing building inspection services on an as needed
basis, as requested by the City, to meet workload demands and service delivelY goals. The City shall
use the services of the CONSULTANT'S film to provide inspection staff to supplement the City's
regular staff. When requested to provide building inspection services, CONSULTANT shall
perform the following services:
1. Perfonn all requested inspections and re-inspections for compliance with City and State
codes and applicable regulations.
11
Contract No. C13149366
Professional Services
Rev Nov. 1,2011
2. Coordinate all inspection and re-inspection requests.
3. Confer with the Chief Building Official, building plan check supervisor, and/or Inspection
Services Supervisor on all discretionary decisions or requests for alternate materials or types
of construction.
4. Coordinate with the Chief Building Official and/or Inspection Services Supervisor on all
Certificates of Occupancy to ensure that all applicable City departments and regulatOlY
agencies have approved the project.
5. Enter all inspection records into the Accela permit tracking system. Maintain all inspection
records for all assigned projects, to be turned over to the City within five working days of
when requested by the City. Records include all cOlTection notices and all documentation
related to design changes.
6. Coordinate inspection activities with any and all third-party inspectors and special inspection
agents retained by owners and/or their contractors.
7. Have CASp certified staff available to the City on an as-needed basis.
8. Participate in and attend weekly Inspection Division staff meetings and training events
sponsored by the City.
When requested to furnish staff, CONSULTANT shall provide resumes (including licenses and
other credentials) of all candidates who shall be available to perfonn Building Inspection services.
The City retains the right to select or reject any or all candidates based on a review of resumes
and/or subsequent interviews.
12
Contract No. C13149366
Professional Services
Rev Nov. 1,2011
EXHIBIT "A-l"
PROFESSIONAL SERVICES TASK ORDER
Consultant hereby agrees to perfOlID the work detailed below in accordance with all the terms and conditions of the
Agreement referenced in Item lA below. All exhibits referenced in Item 8 are incorporated into the Agreement by this
reference. The Consultant shall furnish the necessmy facilities, professional, technical and suppOliing persomleI required
by this Task Order as described below.
CONTRACT NO.
Purchase Requisition No.
MASTER AGREEMENT NUMBER
TASK ORDER NO.
CONSULTANT
ISSUE DATE
lAo
lB.
2.
3.
4
PERIOD OF PERFORMANCE: START: COMPLETION:
TOTAL TASK ORDER PRICE: $, ______ _
BALANCE REMAINING IN MASTER AGREEMENT $ ____________ _
5. BUDGET CODE: ~~~ __ ~
COST CENTER COST ELEMENT WBS/CIP~~~.....;PHASE
6.
7.
CITYPROJECTMANAGER'SNAMEIDEPARTMENT ______________ _
DESCRIPTION OF SCOPE OF SERVICES
MUST INCLUDE:
WORK TO BE PERFORMED
SCHEDULE OF WORK
BASIS FOR PAYMENT & FEE SCHEDULE
• DELIVERABLES
• REIMBURSABLES (with "not to exceed" cost)
8. ATTACHMENTS: A: Scope of Services B: ~~~~~~~~~~~~~_
I hereby authorize the performance of
the work described above in this Task Order.
APPROVED:
CITY OF PALO ALTO
BY: _____________ _
Nmne _____________ _
Title _____________ _
Dme ______________ _
13
I hereby acknowledge receipt and acceptance
of this Task Order and warrant that I have
authority to sign on behalf of Consultant.
APPROVED:
COMPANY NAME: _______ _
BY: ______________ __
Nallle _____________________ _
Title _________________________ _
Date ________________________ _
Professional Services
Rev Nov. 1,2011
Contract No. C13149366
EXHIBIT "B"
SCHEDULE OF PERFORMANCE
(Not applicable)
14
Contract No. Ci3149366
Professional Services
Rev Nov. 1,2011
EXIDBIT "C"
COMPENSATION
The CITY agrees to compensate the CONSULTANT for professional services performed in
accordance with the terms and conditions of this Agreement based on the hourly rate schedule
attached as Exhibit C-l.
The compensation to be paid to CONSULTANT under this Agreement for all services
described in Exhibit "A" ("Services") and reimbursable expenses shall not exceed
$50,000.00. CONSULTANT agrees to complete all Services, including reimbursable
expenses, within this amount. In the event CITY authorizes any Additional Services, the
maximum compensation shall not exceed $50,000.00. Any work performed or expenses
incuned for which payment would result in a total exceeding the maximum amount of
compensation set forth herein shall be at no cost to the CITY.
REIMBURSABLE EXPENSES
The administrative, overhead, secretarial time or secretarial overtime, word processing,
photocopying, in-house printing, insurance and other ordinary business expenses are included
within the scope of payment for services and are not reimbursable expenses. CITY shall
reimburse CONSULTANT for the following reimbursable expenses at cost. Expenses for
which CONSULTANT shall be reimbursed are:
A. Travel outside the San Francisco Bay area, including transportation and meals, will be
reimbursed at actual cost subject to the City of Palo Alto's policy for reimbursement of travel
and meal expenses for City of Palo Alto employees.
B. Long distance telephone service charges, cellular phone service charges, facsimile
transmission and postage charges are reimbursable at actual cost.
All requests for payment of expenses shall be accompanied by appropriate backup
information. Any expense anticipated to be more than $0.00 shall be approved in advance by
the CITY's project manager.
ADDITIONAL SERVICES
The CONSULTANT shall provide additional services only by advanced, written
authorization from the CITY. The CONSULTANT, at the CITY's project manager's request,
shall submit a detailed written proposal including.a description of the scope of services,
schedule, level of effort, and CONSULTANT's proposed maximum compensation, including
reimbursable expenses, for such services based on the rates set forth in Exhibit C-l. The
additional services scope, schedule and maximum compensation shall be negotiated and
agreed to in writing by the CITY's Project Manager and CONSULTANT prior to
commencement of the services. Payment for additional services is subjectto all requirements
and restrictions in this Agreement.
15
Contract No. C13149366
Professional Services
Rev Nov. 1,2011
Plan Review Services
EXHIBIT "C-l"
HOURLY RATE SCHEDULE
CSG proposes the use of a percentage option based on plan review fees coJ/ected by the City, or compensation
utilizing hourly rates.
Description Percentage
*Fee includes initial review and 2 reviews, if necessary; additional reviews will incurhour/y fees
Building Plan Review Services ........ , ..................•........ 65% ofthe City's Collected Plan Review
Structural Plan Review ............... , ........................... 50% of the City's Collected Plan Review
Description Hourlv Rates
Plan Review Structural Engineer .................... , ...... , ............................... $125 per hour
Plan Review Engineer ..... , ......... ' ................................................... , ,. $110 per hour
C~rtified Plan Examiner ................................... , ........... , .... , ................ $90 per hour
Accelerated I Expedited Plan Review .................... : ' .. , . .. . .. .. .. ..... 1.S times hourly rates listed
(ASp Services ,
, CASp Consultation .........•.......•................................. , .................. ,. $125 per hour
CASp Inspection, .. , , .... , ...... , .... , ... , ... , , .. , ,. , .. " ,', ..... , ... ' .. , . , , .... , ....... , . " $125 per hour
Inspection Services
Description Hourly Rates
Building Inspector .. ' ....•.. , .. , ..... , , , .... , ... ; ........... , ........... ' . , .. , .•.......... , ., $85 per hour
Permit Technician Services
Description Hourly Rates
Permit Technician ............... , .... ,. , .. , .... , ................ , .... , ..................... $60 per hour
All hourly rates include overhead costs including, but not limited to, salaries, benefits, Workers Compensation Insurance, office
expenses, etc, ShOUld the scope of work change or circumstances develop which necessitate special handling, we will notify the
City prior to proceeding. Annual adjustments mav be made by mutual agreement based upon current CPl.
Pick-up and Delivery of plans is at no additional cost to the City
16
Contract No. C 13149366
Professional Services
Rev Nov. 1,2011
EXHIBIT "D"
INSURANCE REQUIREMENTS
CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT
OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES
WITH AM BEST'S KEY RATING OFA-:VII,ORIDGHER,LICENSED OR AUTHORIZED TO TRANSA CTINSURANCEBUSINESSIN
THE STATE OF CALIFORNIA.
AWARD IS CONTINGENT ON COMPLIANCE WITH CITY'S INSURANCE REQUIREMENTS AS SPECIFIED BELOW' , ,
MINIMUM LIMITS
REQUIRED TYPE OF COVERAGE REQUIREMENT EACH
YES
YES
YES
YES
YES
YES
OCCURRENCE AGGREGATE
WORKER'S COMPENSATION STATUTORY
EMPLOYER'S LIABILITY STATUTORY
BODILY INJURY $1,000,000 $1,000,000
GENERAL LIABILITY, INCLUDING
PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE $1,000,000 $1,000,000
PROPERTY DAMAGE BLANKET
CONTRACTUAL, AND FIRE LEGAL BODILY INJURY & PROPERTY DAMAGE $1,000,000 $1,000,000
LIABILITY COMBINED.
BODILY INJURY $1,000,000 $1,000,000 -EACH PERSON $1,000,000 $1,000,000
-EACH OCCURRENCE $1,000,000 $1,000,000
AUTOMOBILE LIABILITY, INCLUDING
ALL OWNED, HIRED, NON-OWNED PROPERTY DAMAGE $1,000,000 $1,000,000
BODILY INJURY AND PROPERTY $1,000,000 $1,000,000
DAMAGE, COMBINED
PROFESSIONAL LIABILITY, INCLUDING,
ERRORS AND OMISSIONS,
MALPRACTICE (WHEN APPLICABLE),
AND NEGLIGENT PERFORMANCE ALL DAMAGES $1,000,000
THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT ITS SOLE COST AND 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 CONTRACTOR AND ITS SUB CONSULTANTS,
IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS' COMPENSATION, EMPLOYER'S LIABILITY AND PROFESSIONAL
INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES.
I. INSURANCE COVERAGE MUST INCLUDE:
A. A PROVISION FOR A WRITTEN THIRTY (30) DAY ADVANCE NOTICE TO CITY OF CHANGE IN
COVERAGE OR OF COVERAGE CANCELLATION; AND
B. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR
CONTRACTOR'S AGREEMENT TO INDEMNIFY CITY.
C. DEDUCTIBLE AMOUNTS IN EXCESS OF $5,000 REQUIRE CITY'S PRIOR APPROVAL.
II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE.
III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO "ADDITIONAL
INSUREDS"
A. PRIMARY COVERAGE
WITH RESPECT TO CLAIMS ARISING OUT OF 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 CARRlED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS.
17
Contract No. C13149366
Professional Services
Rev Nov. 1,2011
B. CROSS LIABILITY
THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS 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 NOT INCREASE THE TOTAL LIABILITY OF
THE COMPANY UNDER THIS POLICY.
C. NOTICE OF CANCELLATION
1. lFTHEPOLICYISCANCELEDBEFOREITSEXPIRATIONDATEFORANYREASONOTHER
THAN THE NON-PAYMENT OFPREMillM, THE ISSUING COMPANY SHALL PROVIDE CITY
AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF
CANCELLATION.
2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYME NT
OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A TEN (1 0) DAY
WRITTEN NOTICE BEI:ORE THE EFFECTIVE DATE OF CANCELLATION.
NOTICES SHALL BE MAILED TO:
PURCHASING AND CONTRACT ADMINISTRATION
CITY OF PALO ALTO
P.O. BOX 10250
PALO ALTO, CA 94303
18
Contract No. C13149366
Professional Services
Rev Nov. 1,2011
CITY OF PALO ALTO CONTRACT NO. C13149367
AGREEMENT BETWEEN THE CITY OF PALO ALTO AND
WEST COAST CODE CONSULTANTS FOR PROFESSIONAL SERVICES
This Agreement is entered into on this day of March, 2013, ("Agreement") by
and between the CITY OF PALO ALTO, a California chartered municipal corporation ("CITY"),
and WEST COAST CODE CONSULTANTS, a California corporation, located at 2400 Camino
Ramon, Suite 240, San Ramon, California, 94583, Telephone (925)275-1700 ("CONSULTANT").
RECITALS
The following recitals are a substantive portion of this Agreement.
A. CITY intends to solicit On-Call Building Plan Check Services ("Project") and desires to
engage a consultant to provide On-Call services in connection with the Project ("Services").
B. CONSULTANT has represented that it has the necessary professional expertise,
qualifications, and capability, and all required licenses and/or certifications to provide the Services.
C. CITY in reliance on these representations desires to engage CONSULTANT to provide the
Services as more fully described in Exhibit "A", attached to and made a part of this Agreement.
NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, in
this Agreement, the parties agree:
AGREEMENT
SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perform the Services described in
Exhibit "A" in accordance with the terms and conditions contained in this Agreement. The
performance of all Services shall be to the reasonable satisfaction of CITY.
~ Optional On-Call Provision (This provision only applies if checked and only applies to on-call
agreements. )
Services will be authorized by the City, as needed, with a Task Order assigned and approved by the
City's Project Manager. Each Task Order shall be in substantially the same form as Exhibit A-I.
Each Task Order shall designate a City Project Manager and shall contain a specific scope of work, a
specific schedule of performance and a specific compensation amount. The total price of all Task
Orders issued under this Agreement shall not exceed the amount of Compensation set forth in
Section 4 of this Agreement. CONSULTANT shall only be compensated for work performed under
an authorized Task Order and the City may elect, but is not required, to authorize work up to the
maximum compensation amount set forth in Section 4.
Professional Services
Rev. Nov. 1,2011
SECTION 2. TERM.
The term of this Agreement shall be from April 1, 2013 through March 31, 2014 with an option to
extend the agreement for two, one year, additional terms, unless terminated earlier pursuant to
Section 19 of this Agreement.
SECTION 3. SCHEDULE OF PERFORMANCE. Time is ofthe essence in the performance of
Services under this Agreement. CONSULTANT shall complete the Services within the term of this
Agreement and in accordance with the schedule set forth in Exhibit "B", attached to and made a part
of this Agreement. Any Services for which times for performance are not specified in this Agreement
shall 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 to be paid to
CONSULTANT for performance of the Services described in Exhibit "A", including both payment
for professional services and reimbursable expenses, shall not exceed Three Hundred Eighty Five
Thousand Dollars ($385,000.00). In the event Additional Services are authorized, the total
compensation for services and reimbursable expenses shall not exceed Three Hundred Eighty Five
Thousand Dollars ($385,000.00). The applicable rates and schedule of payment are set out in Exhibit
"C-l", entitled "HOURLY RATE SCHEDULE," which is attached to and made a part of this
Agreement.
Additional Services, if any, shall be authorized in accordance with and subject to the provisions of
Exhibit "C". CONSULTANT shall not receive any compensation for Additional Services performed
without the prior written authorization of CITY. Additional Services shall mean any work that is
determined by CITY to be necessary for the proper completion of the Project, but which is not
included within the Scope of Services described in Exhibit "A".
SECTION 5. INVOICES. In order to request payment, CONSULTANT shall 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 "C-l "). If applicable,
the invoice shall also describe the percentage of completion of each task. The information in
CONSULTANT's payment requests shall be subject to verification by CITY. CONSULTANT shall
send all invoices to the City's project manager at the address specified in Section 13 below. The City
will generally process and pay invoices within thirty (30) days of receipt.
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 personnel 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, if permitted,
have and shall 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.
2
Contract No. C13149367
Professional Services
Rev. Nov. 1,2011
All of the services to be furnished by CONSULTANT under this agreement shall meet the
professional standard and quality that prevail 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. COMPLIANCE WITH LAWS. CONSULTANT shall keep itself informed of and
in compliance with all federal, state and local 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. CONSULT ANT shall procure all permits and licenses, pay all
charges and fees, and give all notices required by law in the performance of the Services.
SECTION 8. ERRORS/OMISSIONS. CONSULTANT shall correct, at no cost to CITY, any and
all errors, omissions, or ambiguities in the work product submitted to CITY, provided CITY gives
notice to CONSULTANT. If CONSULT ANT has prepared plans and specifications or other design
documents to construct the Project, CONSULTANT shall be obligated to correct any and all errors,
omissions or ambiguities discovered prior to and during the course of construction of the Project.
This obligation shall survive termination of the Agreement.
SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works
project, CONSULTANT shall submit estimates of probable construction costs at each phase of
design submittal. If the total estimated construction cost at any submittal exceeds ten percent (10%)
of the CITY's stated construction budget, CONSULTANT shall make recommendations to the CITY
for aligning the PROJECT design with the budget, incorporate CITY approved recommendations,
and revise the design to meet the Project budget, at no additional cost to CITY.
SECTION 10. INDEPENDENT CONTRACTOR. It is understood and agreed that in performing
the Services under this Agreement 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.
SECTION 11. ASSIGNMENT. The parties agree that the expertise and experience of
CONSULTANT are material considerations for this Agreement. CONSULT ANT 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 will not
be deemed to be consent to any subsequent assignment. Any assignment made without the approval
of the city manager will be void.
SECTION 12. SUBCONTRACTING.
[8JOption A: No Subcontractor: CONSULTANT shall not subcontract any portion of the work to
be performed under this Agreement without the prior written authorization of the city manager or
designee.
DOption B: Subcontracts Authorized: Notwithstanding Section 11 above, CITY agrees that
subconsultants may be used to complete the Services. The subconsultants authorized by CITY to
3
Contract No. C13149367
Professional Services
Rev. Nov. 1,2011
'.~.~-' ... -------------------
perform work on this Project are:
CONSULT ANT shall be responsible for directing the work of any subconsultants and for any
compensation due to subconsultants. CITY assumes no responsibility whatsoever concerning
compensation. CONSULTANT shall be fully responsible to CITY for all 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 13. PROJECT MANAGEMENT. CONSULTANT will assign Giyan Senarate as the
project director to have supervisory responsibility for the performance, progress, and execution ofthe
Services and to represent CONSULTANT during the day-to-day work on the Project. If
circumstances cause the substitution of the project director, project coordinator, or any other key
personnel for any reason, the appointment of a substitute project director and the assignment of any
key new or replacement personnel will be subject to the prior written approval of the CITY's project
manager. CONSULTANT, at CITY's 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's project manager is Peter Pirnejad, Development Services Department Palo Alto, CA
94303, Telephone (650)329-2349, Email peter.pirnejad@cityofpaloalto.org. The project manager
will be CONSULTANT's point of contact with respect to performance, progress and execution of
the Services. The CITY may designate an alternate project manager from time to time.
SECTION 14. OWNERSHIP OF MATERIALS. Upon delivery, all work product, including
without limitation, all writings, drawings, plans, reports, specifications, calculations, documents,
other materials and copyright interests developed under this Agreement shall be and remain the
exclusive property of CITY without restriction or limitation upon their use. CONSULTANT agrees
that all copyrights which arise from creation of the work pursuant to this Agreement shall be vested
in CITY, and CONSULTANT waives and relinquishes all claims to copyright or other intellectual
property rights in favor of the CITY. Neither CONSULTANT nor its contractors, if any, shall make
any of such materials available to any individual or organization without the prior written approval of
the City Manager or designee. CONSULTANT makes no representation of the suitability of the
work product for use in or application to circumstances not contemplated by the scope of work.
SECTION 15. AUDITS. CONSULTANT will 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.
[gI[Option A applies to the following design professionals pursuant to Civil Code Section
2782.8: architects; landscape architects; registered professional engineers and licensed
professional land surveyors.) 16.1. To the fullest extent permitted by law, CONSULTANT shall
4
Contract No. C13149367
....... -~ .. -.-.. ----~-~ .... -~--------
Professional Services
Rev. Nov. 1,2011
protect, indemnify, defend and hold harmless CITY, its Council members, officers, employees and
agents (each an "Indemnified Party") from and against any and all 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 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.
16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to
require CONSULTANT to indemnify an Indemnified Party from Claims arising from the active
negligence, sole negligence or willful misconduct of an Indemnified Party.
16.3. 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 full
force and effect during the term of this Agreement, the insurance coverage described in Exhibit liD".
CONSULTANT and its contractors, if any, shall obtain a policy endorsement naming CITY as an
additional insured under any general liability or automobile policy or policies.
18.2. All insurance coverage required hereunder shall be provided through carriers
with AM Best's Key Rating Guide ratings of A-:VII or higher which are licensed or authorized to
transact insurance business in the State of California. Any and all contractors of CONSULTANT
retained to perform Services under this Agreement will obtain and maintain, in full 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 approval 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 Manager thirty (30) days' prior written notice of the cancellation or modification. If the
insurer cancels or modifies the insurance and provides less than thirty (30) days' notice to
CONSULTANT, CONSULTANT shall provide the Purchasing Manager written notice of the
cancellation or modification within two (2) business days of the CONSULTANT's receipt of such
notice. CONSULTANT shall be responsible for ensuring that current certificates evidencing the
5
Contract No. C13149367
Professional Services
Rev. Nov. 1,2011
~~~.--~~~~~~------------
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 fulfill the indemnification provisions
of this Agreement. Notwithstanding the policy or policies of insurance, CONSULTANT will 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. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES.
19.1. 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 (10) days prior written
notice thereof to CONSULTANT. Upon receipt of such notice, CONSULTANT will immediately
discontinue its performance of the Services.
19 .2. CONSULTANT may terminate this Agreement or suspend its performance of
the Services by giving thirty (30) days prior written notice thereof to CITY, but only in the event of a
substantial failure of performance by CITY.
19.3. 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.
19.4. 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 services on
or before the effective date (i.e., 10 days after giving notice) of suspension or termination; provided,
however, ifthis 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 ofhislher discretion. The following Sections will
survive any expiration or termination of this Agreement: 14,15,16,19.4,20, and 25.
19.5. 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 20. NOTICES.
All notices hereunder will be given in writing and mailed, postage prepaid, by
certified mail, addressed as follows:
To CITY: Office of the City Clerk
City of Palo Alto
6
Contract No. C13149367
Professional Services
Rev. Nov. 1,2011
-------------------~ --------------------
Post Office Box 10250
Palo Alto, CA 94303
With a copy to the Purchasing Manager
To CONSULTANT: Attention ofthe project director
at the address of CONSULTANT recited above
SECTION 21. CONFLICT OF INTEREST.
21.1. In accepting this Agreement, CONSULTANT covenants that it presently has
no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would
conflict in any manner or degree with the performance of the Services.
21.2. CONSULTANT further covenants that, in the performance of this Agreement,
it will not employ subconsultants, contractors or persons having such an interest. CONSULTANT
certifies that no person who has or will have any financial 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.
21.3. Ifthe Project Manager determines that CONSULTANT is a "Consultant" as
that term is defined by the Regulations of the Fair Political Practices Commission, CONSULTANT
shall be required and agrees to file the appropriate financial disclosure documents required by the
Palo Alto Municipal Code and the Political Reform Act.
SECTION 22. NONDISCRIMINATION. As set forth in Palo Alto Municipal Code section
2.30.510, CONSULTANT certifies that in the performance of this Agreement, it shall not
discriminate in the employment 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 Section 2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination
Requirements and the penalties for violation thereof, and agrees to meet all requirements of Section
2.30.510 pertaining to nondiscrimination in employment.
7
Contract No. C 13149367
Professional Services
Rev. Nov. 1,2011
SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE
REOUIREMENTS. CONSULTANT shall comply with the City's Environmentally Preferred
Purchasing policies which are available at the City's Purchasing Department, incorporated by
reference and may be amended from time to time. CONSULTANT shall comply with waste
reduction, reuse, recycling and disposal requirements of the City's Zero Waste Program. Zero Waste
best practices include first minimizing and reducing waste; second, reusing waste and third, recycling
or composting waste. In particular, Consultant shall comply with the following zero waste
requirements:
• All printed materials provided by Consultant to City generated from a personal
computer and printer including but not limited to, proposals, quotes, invoices,
reports, and public education materials, shall be double-sided and printed on a
minimum of30% or greater post-consumer content paper, unless otherwise approved
by the City's Project Manager. Any submitted materials printed by a professional
printing company shall be a minimum of30% or greater post-consumer material and
printed with vegetable based inks.
• Goods purchased by Consultant on behalf of the City shall be purchased in
accordance with the City's Environmental Purchasing Policy including but not
limited to Extended Producer Responsibility requirements for products and
packaging. A copy of this policy is on file at the Purchasing Office.
• Reusable/returnable pallets shall be taken back by the Consultant, at no additional
cost to the City, for reuse or recycling. Consultant shall provide documentation from
the facility accepting the pallets to verify that pallets are not being disposed.
SECTION 24. NON-APPROPRIATION
24.1. 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 following fiscal year,
or (b) at any time within a fiscal 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. This section shall take precedence
in the event of a conflict with any other covenant, term, condition, or provision of this Agreement.
SECTION 25. MISCELLANEOUS PROVISIONS.
25.1. This Agreement will be governed by the laws of the State of California.
25.2. 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 in the County of Santa Clara, State of
California.
25.3. 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. The prevailing party shall be entitled to recover an amount equal to the fair market value of
legal services provided by attorneys employed by it as well as any attorneys' fees paid to third
parties.
8
Contract No. CJ3149367
Professional Services
Rev. Nov. 1,2011
25.4. 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.
25.5. The covenants, terms, conditions and provisions of this Agreement will apply
to, and will bind, the heirs, successors, executors, administrators, assignees, and consultants of the
parties.
25.6. 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 this
Agreement and any amendments thereto will remain in full force and effect.
25.7. 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.
25.8 If, pursuant to this contract with CONSULTANT, City shares with
CONSULTANT personal information as defined in California Civil Code section 1798.81.5( d) about
a California resident ("Personal Information"), CONSULT ANT shall maintain reasonable and
appropriate security procedures to protect that Personal Information, and shall inform City
immediately upon learning that there has been a breach in the security of the system or in the security
of the Personal Information. CONSULTANT shall not use Personal Information for direct marketing
purposes without City's express written consent.
25.9 All unchecked boxes do not apply to this agreement.
25.10 The individuals executing this Agreement represent and warrant that they have
the legal capacity and authority to do so on behalf of their respective legal entities.
25.11 This Agreement may be signed in multiple counterparts, which shall, when
executed by all the parties, constitute a single binding agreement
9
Contract No. C13149367
Professional Services
Rev. Nov. 1,2011
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
City Manager
-+_------'----l~-=-..::>~N~ ~1f:f'I ~
APPROVED AS TO FORM:
Title:_+---'-__ -'-+....:......:...=-£-_~
Senior Asst. City Attorney
Attachments:
EXHIBIT "A":
EXHIBIT "A-I"
EXHIBIT "B";
EXHIBIT "C":
EXHIBIT "C-l";
EXHIBIT "D";
SCOPE OF WORK
ON CALL TASK ORDER
SCHEDULE OF PERFORMANCE
COMPENSATION
SCHEDULE OF RATES
INSURANCE REQUIREMENTS
10
Contract No. C13149367
Professional Serviees
Rev. Nov. 1,2011
EXHIBIT A
SCOPE OF SERVICES
CONSULTANT shall provide professional services consisting of Building Plan Check services on an
as-needed (on-call) basis.
Building Plan Check Services
CONSULTANT shall be responsible for providing building plan check services as requested by the
City on an as needed basis. Plan check services shall be provided either by supplying staff to work
on site at the City's Development Center under the direction of the Chief Building Official or by
performing plan reviews off site at CONSULT ANT'S office when plans are transmitted to
CONSULT ANT by the City. The manner in which plan check services will be performed shall be
determined by the City's Chief Building Official. When requested to provide plan check services,
CONSULTANT shall be expected to perform the following services:
1. Preliminary plan review consultations in CONSULTANT'S office or by telephone/e-mail.
2. Initial plan review of project plans and other related documents submitted in conjunction
with applications for Building Permits to determine compliance with the adopted uniform
codes, applicable laws, regulations and local ordinances. The services shall include, but not
be limited to, review of the following, as applicable to each project: Architectural, Structural,
Civil, Electrical, Mechanical and Plumbing plans, structural calculations, accessibility
compliance, fire and life safety components, geotechnical reports, Green Building and
Energy Code compliance documentation and deferred submittal items.
3. Provide the applicant's designee and the City, a typed list of items needing clarification or
change to achieve conformance with the above regulations.
4. Maintain sufficient communication with the applicant's designee(s), either by telephone/e
mail, mail or meeting in CONSULTANT'S office and perform all necessary plan rechecks to
achieve conformance to the regulations.
5. Provide recommendations and acts as liaison to the Chief Building Official, or his designee,
either by maille-mail, telephone or in CONSULT ANT'S office, to ensure compliance with
Palo Alto's Municipal Code requirements.
6. Perform plan reviews of revisions to plans that have previously been approved for permit
issuance, or perform plan reviews of changes to plans prior to such approvaL
12
Contract No. C13149367
Professional Services
Rev. Nov. 1,2011
7. Attend meetings related to proposed building projects at the request of the Chief Building
Official at locations other than CONSULTANT'S office.
8. Provide City with periodic plan review status reports for all projects assigned by the Chief
Building Official.
When requested to furnish staff, CONSULTANT shall provide resumes (including licenses and other
credentials) of all candidates who shall be available to perform Building Plan Check services. The
City retains the right to select or reject any or all candidates based on a review of resumes and/or
subsequent interviews.
13
Contract No. C 13149367
Professional Services
Rev. Nov. 1,2011
EXHIBIT "A-I"
PROFESSIONAL SERVICES TASK ORDER
Consultant hereby agrees to perfonn the work detailed below in accordance with all the tenns and conditions of the
Agreement referenced in Item lA below. All exhibits referenced in Item 8 are incorporated into the Agreement by this
reference. The Consultant shall furnish the necessary facilities, professional, technical and supporting personnel required
by this Task Order as described below.
CONTRACT NO.
Purcha3e Requisition No.
ISSUE DATE
lAo
18.
2.
3.
4
5.
6.
7.
8.
MASTER AGREEMENT NUMBER
TASK ORDER NO.
CONSULTANT
PERIOD OF PERFORMANCE: START: COMPLETION:
TOTAL TASK ORDER PRICE: $ ______ _
BALANCE REMAINING IN MASTER AGREEMENT $ ____________ _
BUDGET CODE: _____ _
COST CENTER COST ELEMENT WBS/CIP ____ ,PHASE
CITY PROJECT MANAGER'S NAMEIDEPARTMENT ______________ _
DESCRIPTION OF SCOPE OF SERVICES
MUST INCLUDE:
• WORK TO BE PERFORMED
• SCHEDULE OF WORK
• BASIS FOR PAYMENT & FEE SCHEDULE
• DELIVERABLES
• REIMBURSABLES (with "not to exceed" cost)
ATTACHMENTS: A: Scope of Services B: _____________ _
I hereby authorize the performance of I hereby acknowledge receipt and acceptance
of this Task Order and warrant that I have
authority to sign on behalf of Consultant.
the work described above in this Task Order.
APPROVED:
CITY OF PALO ALTO
Name ________________________ __
Date ________________________ _
14
APPROVED:
COMPANY NAME: _______ _
Name ________________ ~ _________ _
Date __________________________ __
Professional Services
Rev. Nov. 1,2011
Contract No. CI3149367
EXHIBIT "B"
SCHEDULE OF PERFORMANCE
(Not Applicable)
16
Contract No. Cl3149367
Professional Services
Rev. Nov. 1,2011
EXHIBIT "C"
COMPENSATION
The CITY agrees to compensate the CONSULT ANT for professional services performed in
accordance with the terms and conditions of this Agreement based on the hourly rate schedule
attached as Exhibit C-l.
The compensation to be paid to CONSULTANT under this Agreement for all services
described in Exhibit "A" ("Services") and reimbursable expenses shall not exceed
$385,000.00. CONSULTANT agrees to complete all Services, including reimbursable
expenses, within this amount. In the event CITY authorizes any Additional Services, the
maximum compensation shall not exceed $385,000.00. Any work performed or expenses
incurred for which payment would result in a total exceeding the maximum amount of
compensation set forth herein shall be at no cost to the CITY.
REIMBURSABLE EXPENSES
The administrative, overhead, secretarial time or secretarial overtime, word processing,
photocopying, in-house printing, insurance and other ordinary business expenses are included
within the scope of payment for services and are not reimbursable expenses. CITY shall
reimburse CONSULTANT for the following reimbursable expenses at cost. Expenses for
which CONSULTANT shall be reimbursed are:
A. Travel outside the San Francisco Bay area, including transportation and meals, will be
reimbursed at actual cost subject to the City of Palo Alto's policy for reimbursement of travel
and meal expenses for City of Palo Alto employees.
B. Long distance telephone service charges, cellular phone service charges, facsimile
transmission and postage charges are reimbursable at actual cost.
All requests for payment of expenses shall be accompanied by appropriate backup information.
Any expense anticipated to be more than $0.00 shall be approved in advance by the CITY's
project manager.
ADDITIONAL SERVICES
The CONSULTANT shall provide additional services only by advanced, written authorization
from the CITY. The CONSULTANT, at the CITY's project manager's request, shall submit a
detailed written proposal including a description of the scope of services, schedule, level of
effort, and CONSULTANT's proposed maximum compensation, including reimbursable
expenses, for such services based on the rates set forth in Exhibit C-l. The additional
services scope, schedule and maximum compensation shall be negotiated and agreed to in
writing by the CITY's Project Manager and CONSULTANT prior to commencement of the
services. Payment for additional services is subject to all requirements and restrictions in this
Agreement.
17
Contract No. C13149367
Professional Services
Rev. Nov. 1,2011
Plan Review
EXIDBIT "C-l"
HOURLY RATE SCHEDULE
For complete plan review services, a fee equal to 75% of the plan check fees received by the City of
Palo Alto. Plan review services will include an initial first and second review with a minor third
review for approval of the plans. Any additional plan review time required beyond the third review
will be billed hourly, with prior approval by the City, per the Schedule of Hourly Billing Rates (see
below). Pick-up and delivery fees are not charged to the City but processed through
CONSULTANT's established account.
Preliminary plan checks, review of revisions after a project has been approved, and review of
deferred submittals will be done on an hourly basis with a mutually acceptable not-to-exceed
amount. For structural only reviews a fee equal to 45% of the plan check fees received by the
City and for non-structural only reviews a fee equal to 35% of the plan check fees received by the
City.
Projects where the same building or residence is being used more than once on the site will be
charged 15% of CONSULTANT's plan review fee for the original bUilding.
For expedited or fast-track projects requested by the City, a fee of 150% of the above noted fees.
Civil Review
Review of Civil Plans will be charged at an hourly rate per the Schedule of Hourly Billing Rates
(see below).
Typically civil review services will include an initial first and second review with a minor third
review for approval of the plans.
In House Service
(Plan Review, Permit Processing, Inspections)
In house services for plan review, permit processing, and building inspection will be charged at
an hourly rate per the Schedule of Hourly Billing Rates (see below). Reimbursable expenses may
be charged as indicated below under Additional Cost. Mileage will be charged for building
inspection only when using non-city vehicles within the City limits. There will be no additional
mileage charged for traveling to the City to perform the job.
Schedule of Hourly Billing Rates
Classification
Principal-in-Charge
Senior Structural Engineer
Senior Civil Engineer
Plan Review Engineerl Architect
Senior Inspector
Building Inspector
Permit Technician
Hourly Billing Rate
$140
$125
$125
$110
$95
$85
$65
18
Contract No. CI3149367
Professional Services
Rev Nov. 1,2011
Clerical Support $55
Additional Costs
Mileage: Current IRS Rate
Reimbursable Expenses Materials Cost
Reimbursable expenses may include specialized equipment rental, printing costs, and expedited
shipping costs (same day delivery). Mileage will be charged only for the use of personal
automobiles within the City limits.
19
Contract No. C13149367
Professional Services
Rev Nov. 1,2011
EXHIBIT "D"
INSURANCE REQUIREMENTS
CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT OBTAIN
AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH AM
BEST'S KEY RATING OF A-:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE
STATE OF CALIFORNIA.
AWARD IS CONTINGENT ON COMPLIANCE WITH CITY'S INSURANCE REQUIREMENTS AS SPECIFIED BELOW· , ..........
MINIMUM LIMITS
REQUIRED TYPE OF COVERAGE REQUIREMENT EACH
YES
YES
YES
YES
YES
YES
OCCURRENCE AGGREGATE
WORKER'S COMPENSATION STATUTORY
EMPLOYER'S LIABILITY STATUTORY
BODILY INJURY $1,000,000 $1,000,000
GENERAL LIABILITY, INCLUDING
PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE $1,000,000 $1,000,000
PROPERTY DAMAGE BLANKET
CONTRACTUAL, AND FIRE LEGAL BODILY INJURY & PROPERTY DAMAGE $1,000,000 $1,000,000
LIABILITY COMBINED.
BODILY INJURY $1,000,000 $1,000,000 -EACH PERSON $1,000,000 $1,000,000
-EACH OCCURRENCE $1,000,000 $1,000,000
AUTOMOBILE LIABILITY, INCLUDING
ALL OWNED, HIRED, NON-OWNED PROPERTY DAMAGE $1,000,000 $1,000,000 i
BODILY INJURY AND PROPERTY $1,000,000 $1,000,000
DAMAGE, COMBINED
PROFESSIONAL LIABILITY, INCLUDING,
ERRORS AND OMISSIONS,
MALPRACTICE (WHEN APPLICABLE),
AND NEGLIGENT PERFORMANCE ALL DAMAGES $1,000,000
THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT ITS SOLE COST AND EXPENSE,
SHALL 08T AIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT AGREEMENT,
THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND ITS SUBCONSULT ANTS, IF ANY, BUT
ALSO, WITH THE EXCEPTION OF WORKERS' COMPENSATION, EMPLOYER'S LIABILITY AND PROFESSIONAL INSURANCE, NAMING
AS ADDITIONAL INSlJREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES.
I. INSURANCE COVERAGE MUST INCLUDE:
A. A PROVISION FOR A WRITTEN THIRTY (30) DAY ADVANCE NOTICE TO CITY OF CHANGE IN
COVERAGE OR OF COVERAGE CANCELLATION; AND
B. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR
CONTRACTOR'S AGREEMENT TO INDEMNIFY CITY.
C. DEDUCTIBLE AMOUNTS IN EXCESS OF $5,000 REQUIRE CITY'S PRIOR APPROVAL.
II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE.
III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO "ADDITIONAL
INSUREDS"
A. PRIMARY COVERAGE
WITH RESPECT TO CLAIMS ARISING OUT OF 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 INSUREDS.
20
Contract No. CI3149367
Professional Services
Rev Nov. 1,2011
------_ ...... _----------------
B. CROSS LIABILITY
THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS 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 NOT INCREASE THE TOTAL LIABILITY OF
THE COMPANY UNDER THIS POLICY.
C. NOTICE OF CANCELLATION
1. 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 WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF
CANCELLATION.
2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT
OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A TEN (10) DAY
WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.
NOTICES SHALL BE MAILED TO:
PURCHASING AND CONTRACT ADMINISTRATION
CITY OF PALO ALTO
P.O. BOX 10250
PALO ALTO, CA 94303
21
Contract No. C13149367
Professional Services
Rev Nov. 1,2011
.---... WESTC-3 OPID: DJ
ACORD" CERTIFICATE OF LIABILITY INSURANCE f
... ,
~
THis CERiFiCATE 18 ISSUED AS A ...... '5'" OF INf'ORMA'nON MY AND .... v .. r~rQI NO RIGHTS UPON THE CERTIFICAlE HOI.DER. THIS
CER'I1F1CA~ DOn NOT AFFIRMATIVELY OR NEGATlVEL.Y AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POL.ICIES
BELOW. THIS CEtmFlCATE OF INSURANCE DOE8 NOT CONSTll\JTE A CONTRACT BElWEEN THE ISSUING INSURER(S). AUTHORIZED
REPRESENTATIVE OR DDnna IN:D AND THE CERTIFICATE HOL.DER.
UIInm,,,",; If Ihe . holder Is 1I1'I1WLII11Vl'l1U. 1NlIt11At:n, tbe muat be If Jill 1t0UR 18 WAlVED~ ~.to
• POI!'=Y. may require an endorsement. A statement on this certificate d08ll not confer rtghts to the
I holder In lieu of such
Phone: 209-478-447 .. r.GIj'."'T ~~1~w.~ Fax::C:41~ i~~ 1~.NoI'
~~ 7037
3.., 95267 --IWC. ,_._.&.D ..... ~ ." 'Co. of Amer
IftIIN1) \Vest Coast ~ ,In .. _.:na ... ' ,... ................... Co
2400 camino Ramon Ste. 240 INSURER C : LJoyds of I nntfnn San Ramon. CA 94583-4373
INIUIIERD:
INSURER.:
IIIIIURI!R"
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE USTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POlICY PERIOD
INDICATED. NOTWrTHSTANDING ANY REQUIREMENT. TERM OR COHDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERnFlCATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AfFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO AU. THE TERMS.
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMrrS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
I~J TYPE OF IN8URANCI! IIIIIR IWII'II POLICY NUM8ER ~_~>:!IM'_ LIIIIT1I ! Ia.URAL LIABIUTY EACH OCCURRENCE S 2.000_ \--67SBAlC7265 03119/2013 ~~lii~'tE':~'''> -3OO.00Ii B ~~peIAL GENERAl. LlABllITI' X 0311112014 s
r--CLAIMS-MADE [[] OCCUR I t MEl) EXP (Any on. petSOII) s 10,ooa
r--I PERSONAl & ADV INJURY S 2,OOO.oOCl
t--I GENERAL AGGREGATE , 2,ooo,00Cl
1ffL AGG~nE lIMIT An PER: PftODUCTS • COUPIOP AGO • • .ooo.OOCI
X POlICY ~RT LOC I • AIlTOMOIIILE UARITY . fr..o:~~u. LIMIT Is -B AN'fAIlTO 57SBA IC7Zeti 0311912013
1
0311912014 BODILY INJURY (Pet_) • r--ALL OWNED r-SCHEDULED AUTOS rx .wTOS I BODILY INJURY (Per accIdenI) • -NOH-OWNI!D I I ~~ r!. HIRED AUTOS AUTOS j i I _.!ll£l~L_.~-=-.. _. ___ • ~ r.-'---'---
~ UMIREUA LWI ~OCCUR ! I 0311912013
EACH OCCURRENCE S 3,~~
B EXCUSLWI CtAlM8-MADE i 57SBA IC7285 0311912014 AGGREG.'I TE S
OED I X I 100001 --s
WOAKEIII COIII'IJIIATION I X I T~~·niU¥S I IO~
A AND IEIII'1DYU8' UA8IUTY YIN j 169117..07 0412812012 0412812013 ~J. EACH ACCIDENT 1,000.000 Nf'f fIROI'RII!roM'ARTNi!MXECUTtve S OFFICEfLtIEloI8£R EXCLUDED? 0 N I A 1.GOO,OOO ,........."In Nil) . ~.L. DISEASE -EA EMPLOYEE S ~==~OPERAT~ I E. L DISEASE -POliCY LIIoIIT S 1,oeo,8OO
C PROFESSIONAL LIAB ~E 1081t09·12 04I2BI2012 0412812013 1.000,000
AGGREGATE z.ooo.OIMl
I
iJE8CIW'iOHOF OPEJIAllONSl &.OCAllONS/V£HiCLES C ...... ACORD WI. A<IdIIIoIIIl .................. tr_ ........ ~
The C:l.ty of' ~.lo Alto, ita councU ...-ber., of'f'ioera, agents, and. amp~o~_.
at:e na8Id AdditiOD&l. :tnaurecl, primary and non-oontributory per f'OJ:lll S80 08
attadlecl to the po~icy.
CE HOLDER CANCEU.ATION
CITOFPA
SHOULD AH'f OF THE ABOVE DESCR/BED POlICIES BE CANCELLED BeFORE
City of Palo Alto THE EXPlRAnON DAlE THEREOF. NOT1CE INILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
Building Department .... 260 Hamilton Ave AUTIIOIIiZED REP E ~o-s~ Palo Alto, CA 94301 Gary RoeeV:.L.;..
L
v--J..--
® 1988·2010 ACOf(D CORPORATION. All rt g hts reserved.
ACORD 25 (2010105) The ACORD name and logo are registered maries of ACORD
. __ ._----------------.-~ .. ~-...
Foon W-g
(Rev. October 200n
Request for Taxpayer
Identification Number and Certification
Give form to the
requester. Do not
send to the IRS.
c'Ii
[
c o
U
Busil'lMS name, II dlfferant from aboVe
Check appropiate box: 0 IndMdual1Sole proprietor IilI Corporation 0 Partntnhip o Umlted Habillty company. Enter the tax classification (D=dlsregarded entity. c..oorpOl1l.tion. r:'=partnershlp) ......... . o Exampt payee
QIv{see ...
Requester's name and addruH (optlonaO is t City,
Address (number, street, and apt. Of suite no.)
2400 Camino Ramon, Suite 240
i San "",.no'rI. i~~~--~~--------------------~------------------(f) Ust account numbel'(S) here (optional)
Enter your TIN In the appropriate box. The TIN pro~ed must match the name given on Une 1 to avoid I SOcial sec~: num~:
backup withholding. For individuals, this Is your social security number (SSN). However, for a resident .
allen, sole proprietor, or disregarded entity, see the Part I Instructions on page 3. For other entities, It Is
your employer identification number (ElN). If you do not have a number, see How to get a nN on page 3. or
Note. If the account Is in more than one name, see the chart on page 4 for guidelines on whose Emp~r Identl1lcetlon number
number to enter. 20: 4707579
Under penalties Of perjury, I certify that:
1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and
2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Intemal
Revenue Service ORS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has
notified me that I am no longer subject to backup withholding, and
3. I am a U.S. citizen or other U.S. person (defined below).
CertiflcatJon instructJon .. You must cross out Item 2 above if you have been notified by the IRS that you are currently subject to backup
withholding because you heve failed to report all Interest and dividends on your tax retum. For real estate transactions. item 2 does not apply.
For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an Individual retirement
arrangement ~RA), and generally. paYJ!18nts other t i est and dividends, you are not required to sign the Certification, but you must
provide your correct TiN. See the I elions on 4
Sign ~er.al Inst~~~~~~~~2!~~~~;;;;~Defi~~m~.tio~n;~~a~u~.~~~pe;~~~n~.~F~o~r~fed~~~lt~ax~~~~~;;.~y;o~u~a;;~
considered a U,S. person if you are: Section ~ferences a~ to the Intemal Revenue Code unless
otherwise noted.
. Purpose of Form
A person who is required to file an information retum with the
IRS must obtain your correct taxpayer identification number (TIN)
to report. for example, income pald to you. real estate
transactions, mortgage interest you paid. acquisition or
abandonment of secured property. cancellation of debt. or
contributions you made to an IRA.
Use Form W-9 only if you are a U.S. person ~ncluding a
resident allen), to provide your correct TIN to the person
requesting it (the requester) and, when applicable, to:
1. Certlfy that the TIN you are giving is correct (or you are
waiting for a number to be issued),
2. Certify that you are not subject to backup withholding, or
3. Claim exemption from backup withholding if you are a U.S.
exempt payee. If applicable. you are also certifying that as a
U.S. person, your allocable share of any partnership Income from
a U.S. trade or business is not subject to the withholding tax on
foreign partners' share of effectively connected income.
Note. If a requester gives you a form other than Form W-9 to
request your TIN, you must use the requester's form if it Is
substantially similar to this Form W-9.
• An individual who is a U.S. citizen or U.S. resident alien.
• A partnership. corporation, company, or association created or
organized in the United States or under the laws of the United
States,
• An estate (other than a fo~ign estate). or
• A domestic trust (as defined In Regulations section
301.7701-7).
Special rules 10r partnerships. Partnerships that conduct a
trade or business in the United States a~ generally required to
pay a withholding tax on any foreign partners' sha~ of income
from such business. Further, in certain cases where a Form W-g
has not been received, a partnership is required to presume that
a partner is a foreign person, and pay the withholding tax.
Therefore, if you are a U.S. person that is a partner in a
partnership conducting a trade or business In the United States,
provide Form W-g to the partnership to establish your U.S.
status and avoid withholding on your sha~ of partnership
income.
The person who gives Form W-9 to the partnership for
purposes of establishing its U.S. status and avoiding withholding
on Its allocable share of net income from the partnership
conducting a trade or business in the United States is in the
following cases:
• The U.S. owner of a disregarded entity and not the entity,
Cat. No. 10231X FOlm W-9 {Rev. 1()"200n
Mar 05 2013 09:21 HP FaxKutzmann 5107969422 page 2
CITY OF PALO ALTO CONTRACT NO. C13149368
AGREEMENT BETWEEN THE CITY OF PALO ALTO AND
KtTZMANN & ASSOCIATES FOR PROFESSIONAL SERVICES
1ms Agreement is entered into on this day of March, 2() 13, ("Agreement") by
and between the CITY OF PALO ALTO, a California chartered municipal corporation ("CITY"),
and KUTZMANN & ASSOCIATES, INC. a California corporation, located at 39355 California
Street, Ste. 200, Fremont, California, 94538, Telephone (51()796-3003 ("CONSULTANT").
RECITALS
The following recitals are a substantive portion of this Agreement.
A. CITY intends to solicit On·Call Building Plan Check and Building Inspection Services
("Project") and desires to engage a consultant to provide On-Call services in connection with the
Project ("Services").
B. CONSULTANT has represented that it has the necessary professional expertise,
qualifications, and capability, and all required licenses andlor certifications to provide the Services.
C. CITY in reliance on these representations desires to engage CONSULTANT to provide the
Services as more fully described in Exhibit "A", attached to and made a part of this Agreement.
NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, in
this Agreement, the parties agree:
AGREEMENT
SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perform the Services described in
Exhibit "A" in accordance with the terms and conditions contained in this Agreement. The
performance of all Services shall be to the reasonable satisfaction of CITY.
[8J Optional On·Cali Provision (This provision only applies if checked and only applies to on-can
agreements. )
Services will be authorized by the City, as needed, with a Task Order !lSsigned and approved by the
City's Project Manager. Each Task Order shall be in substantially the sarne form as Exhibit A-I.
Each Task Order shall designate a City Project Manager and shall contain a specific scope of work, a
specific schedule of performance and a specific compensation amount. The total price of all Task
Orders issued under this Agreement shall not exceed the amount of Compensation set forth in
Section 4 of this Agreement. CONSULTANT shall only be compensated for work performed under
an authorized Task Order and the City may elect, but is not required, to authorize work up to the
maximum compensation amount set forth in Section 4.
Professional Servic..!s
Rev, Nov. 1,2011
Mar 05 2013 09:21 HP FaxKutzmann 5107969422 page 3
SECTION 2. TERM.
The term of this Agreement shall be from April 1, 2013 through March 31, 2014 with an option to
extend the agreement for two, one year, additional terms, unless telUlinated earlier pursuant to
Section 19 of this Agreement.
SECTION 3. SCHEDULE OF PERFORMANCE, Time is of the essence in the performance of
Services under this Agn:ement. CONSULTANT shall complete the Services within the term of this
Agreement and in accordance with the schedule set forth in Exhibit "8", attached to and made a part
of this Agreement. Any Services for which times for performance are not specified in this Agreement
shall 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 to be paid to
CONSULTANT for performance of the Services described in Exhibit "A", including both payment
for professional services and reimbursable expenses, shall not exceed Two Hundred Forty Thousand
Dollars ($240,000.00). In the event Additional Services are authorized, the total compensation for
services and reimbursable expenses shall not exceed Two Hundred Forty Thousand Dollars
($240,000.00). The applicable rates and schedule of payment are set out in Exhibit "C-I", entitled
"HOURLY RATE SCHEDULE," which is attached to and made a part of this Agreement.
Additional Services, if any, shall be authorized in accordance with and subject to the provisions of
Exhibit "C". CONSULTANT shall not receive any compensation for Additional Services performed
without the prior written authorization of CITY. Additional Services shall mean any work that is
determined by CITY to be necessary for the proper completion of the Project, but wlrich is not
included within the Scope of Services described in Exhibit "A".
SECTION 5. INVOICES. In order to request payment, CONSULTANT shall 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 "C-l "). If applicable,
tbe invoice shall also describe the percentage of completion of each task. The information in
CONSULTANT's payment requests shall be subject to verification by CITY. CONSULTANT shall
send all invoices to the City's project manager at the address specified in Section 13 below. The City
will generally process and pay invoices within thirty (30) days of receipt.
SECTION 6. QUALIFICATIONS/STANDARD QF CARE. All of the Services shall be
performed by CONSULTANT or under CONSULTANT's supervision. CONSUL T ANT represents
that it possesses the professional and technical personnel 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, ifpennitted,
have and shall maintain during the tenn 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 shall meet the
2
ColllractNo. C13149368
PrnfeS'sionaj Sen:ices
Rev. Nov. 1,2011
Mar 05 2013 09:22 HP FaxKuumann 5107969422 page 4
professional standard and quality that prevail 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. COMPLIANCE WITH LAWS. CONSULTANT shall keep itself informed of and
in compliance with all federal, state and local 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 shall procure all permits and licenses, pay all
charges and fees, and give all notices required by law in the performance oftbe Services.
SECTION 8. ERRORS/OMISSIONS. CONSULT ANT shall correct, at no costto CITY, any and
all errors, omissions, or ambiguities in the work product submitted to CITY, provided CITY gives
notice to CONSULTANT. If CONSUL TANT has prepared plans and specifications or other design
docwnents to construct the Project, CONSULTANT shall be obligated to correct any and all errors,
omissions Or ambiguities discovered prior to and during the course of construction of the Project.
This obligation shall survive termination ofthe Agreement.
SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works
project, CONSULT ANT shall submit estimates of probable construction costs at each phase of
design submittal. If the total estimated construction cost at any submittal exceeds ten percent (10%)
of the CITY's stated construction budget, CONSULTANT shall make recommendations to the CITY
for aligning the PROJECT design with the budget, incorporate CITY approved reconunendations,
and revise the design to meet the Project budget, at no additional cost to CITY.
SECTION 10. INDEPENDENT CONTRACTOR. It is understood and agreed that in performing
the Services under this Agreement CONSULTANT, and any person employed by or contracted with
CONSULTANT to furnish labor andlor materials under this Agreement, shall act as and be an
independent contractor and not an agent or employee of the CITY.
SECTION 11. ASSIGNMENT. The parties agree that the expertise and experience of
CONSULTANT are material considerations for this Agreement. CONSULTANT shall not assign or
transfer any interest in this Agreement nor the performance of any of CONSUL TANT'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 will be void.
SECTION 12. SUBCONTRACTING.
I8JOption A: No Subcontractor: CONSULTANT shall not subcontract any portion of the work to
be performed under this Agreement without the prior written authorization of the city manager or
designee.
DOption B: Subcontrac:ts Authorized: Notwithstanding Section I I above, CITY agrees that
subconsultants may be used to complete the Services. The subconsultants authorized by CITY to
perform work on this Project are:
3
Contract No. C13149368
Professional Services
Rev, Nov. 1,2011
Mar 05 2013 09:23 HP FaxKutzmann 5107969422 page 5
CONSULTANT shall be responsible for directing the work of any subconsultants and for any
compensation due to subconsultants. CITY assumes no re5pOnsibility whatsoever concerning
compensation. CONSULTANT shall be fully responsible to CITY for all acts and onllssions of a
subconsultant. CONSULTANT shall change or add subconsultants only with the prior approval of
the city manager or his designee.
SECTION 13. PROJECT MANAGEMENT. mN:-;UL T ANT \AnI! assign Mike B:lird:i.E the
project director to have supervisory responsibility for the perfonnance. progress, and execution of the
Services and to represent CONSULTANT during the day-to-day work on the Project. If
circumstances cause the substitution of the project director, project coordinator, or any other key
personnel for any reason, the appointment of a substitute project director and the assignment of any
key new or replacement personnel will be subject to the prior written approval of the CITY's project
manager. CONSULTANT, at CITY's request, shall promptly remove personnel who CITY finds do
not perfonn 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's project manager is Peter Pimejad, Development Services Department Palo Alto, CA
94303, Telephone (650)329-2349, Email peter.pimejad@cityofpaloaito.org. The project manager
will be CONSULTANT's point of contact with respect to performance, progress and execution of
the Services. The CITY may designate an alternate project manager from time to time.
SECTION 14. OWNERSHIP OF MATERIALS. Upon delivery, all work product, including
without limitation, al1 writings, drawings, plans, reports, specifications, calculations, docwnents,
other materials and copyright interests developed under this Agreement shall be and remain the
exclusive property of CITY without restriction or limitation upon their use. CONSULTANT agrees
that all cop)Tights which arise from creation of the work pursuant to this Agreement shall be vested
in CITY, and CONSULTANT waives and relinquishes all claims to copyright or other intellectual
property rights in favor of the CITY. Neither CONSULTANT nor its contractors, if any, shall make
any of such materials available to any individual or organization ~thout the prior written approval of
the City Manager or designee. CONSULTANT makes no representation of the suitability of the
work product for use in or application to circumstances not contemplated by the scope of work.
SECTION 15. AUDITS. CONSULTANT ~Il pennit CITY to audit, at any reasonable time during
th e 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.
0[Option A applies to the following design professionals pursuant to Ch,il Code Section
2782.8: architects; landscape architects; registered profeSSional engineers and licensed
professionallBnd surveyors.] 16.1. To the fullest extent permitted by law, CONSULTANT shall
protect, indemnify, defend and hold harmless CITY, its Council members, officers, employees and
agents (each an "Indemnified Party") from and against any and all demands, claims, or liability of
4
ContiactNo. CJ3149368
Professional Services
Rev. Nov. 1.2011
Mar 05 2013 09:24 HP FaxKutzmann 5107969422 page 6
any nature, including death or injury to any person, property damage or any other loss, including all
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.
O[Option B applies to any consultant who does not qualify a5 II design proCessional as defined
in Civil Code Section 2782.8.] 16.1. To the fullest extent permitted by law, CONSULTANT shall
protect, indemnify, defend and hold harmless CITY, its Council members, officers, employees and
agents (each an "Indemnified party") from and against any and all 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 including attorneys fees, experts fees, court costs and
disbursements ("Claims") resulting from, arising out of or in any manner related to performance or
nonperformance by CONSULTANT, its officers, employees, agents or contractors under this
Agreement, regardless of whether or not it is caused in part by an Indemnified Party:
16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to
require CONSULTANT to indemnitY an Indemnified Party from Claims arising from the active
negligence, sole negligence or willful misconduct of an Indemnified Party.
16.3. 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. CONS UL T ANT, at its sole cost and expense, shall 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, shall obtain a policy endorsement naming CITY as an
additional insured under any generailiabiIity or automobile policy or policies.
18.2. All insurance coverage required hereunder shall be provided through carriers
with AM Best's Key Rating Guide ratings of A-:VII or higher which are licensed or authorized to
transact insurance business in the State of California. Any and all contractors of CONSULTANT
retained to perform Services under this Agreement will obtain and maintain, in full force and effect
during the tenn of this Agreement, identical insurance coverage, naming CITY as an additional
insured under such policies as required above.
18.3. Certiftcates evidencing such insurance shall be filed with CITY concurrently
S
C(]ntract No. C1314~368
Professional SIlJ\'iceS
Rev, Nov. 1,2011
Mar 05 2013 09:25 HP FaxKutzmann 5107969422 page 7
with the execution of this Agreement. The certificates will be subjectto the approval ofCITY'g 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
PurcllasingManager thirty (30) days' prior written notice of the cancellation or modification. If the
insurer cancels or modifies the insurance and provides less than thirty (30) days' notice to
CONSULTANT, CONSULTANT shall provide the Purchasing Manager written notice oflhe
cancellation or modification withln two (2) business days of the CONSULTANT's receipt of such
notice. CONSULTANT shall be responsible for ensuring that current certificates evidencing the
insurance ore provided to CITY's Purchasing Manager during the entire term oflhis 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 fulfill the indemnification provisions
of this Agreement. Notwithstanding the policy or policies of inswance, CONSULTANT will 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 tenninated or the term haa expired.
SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES.
19.1. The City Manager may suspend the perfonnance ofthe Services, in whole or
in part, or terminate this Agreement, with or without cause, by giving ten (10) days prior written
notice thereof to CONSULTANT. Upon receipt of such notice, CONSULTANT will immediately
discontinue its perfonnance of the Services.
19 .2. CONSULTANT may tenninate this Agreement or suspend its performance of
the Services by giving thirty (30) days prior written notice thereof to CITY, but only in the event of a
substantial failure of performance by CITY.
19.3. 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, whetller or not completed, prepared by CONSULTANT or its contractors, if any, or given to
CONS UL T ANT or its contractors, if any, in connection with this Agreement. Such materials will
become the property of CITY.
19.4. 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 services on
or before the effective date (i.e., 10 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 CONSULT ANT 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 ofhislher discretion. The following Sections will
survive any expiration or termination of this Agreement: 14, 15, 16, 19.4,20, and 25.
19.5. 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.
6
ConlJ'act No, Ct3149368
Professional Services
Rev. Nov. 1,2011
t,
Mar 05 2013 09:26 HP FaxKutzmann 5107969422 page 8
SECTION 20. NOTICES.
All notices hereunder will be given in writing and mailed, postage prepaid, by
certiiied mail, addressed as follows:
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 21. CONFLICT OF INTEREST.
21.1. In accepting this Agreement, CONSULTANT covenants that it presently has
no interest, and will not acquire any interest, direct or indirect, fmancial or otherwise, which would
conflict in any manner or degree with the performance of the Services.
212. CONSULTANT further covenants that, in the performance of this Agreement,
it will not employ subconsultants, contractors or persons having such an interest. CONSULTANT
certifies that no person who has or will have any financial 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.
21.3. If the Project Manager determines that CONSULTANT is a "Consultant" as
that term is defined by the Regulations of the Fair Political Practices Commission, CONSULTANT
shall be required and agrees to file the appropriate financial disclosure documents required by the
Palo Alto Municipal Code and the Political Reform Act.
SECTION 22. NONDISCRIMINATION. As set forth in Palo Alto Municipal Code section
2.30.510, CONSULTANT certifies that in the performance of this Agreement, it shall not
discriminate in the employment 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 Section 2.3 0.51 a of the Palo Alto Municipal Code relating to Nondiscrimination
Requirements and the penalties for violation thereof, and agrees to meet all requirements of Section
2.30.510 pertaining to nondiscrimination in employment.
SECTION 23. ENVlRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE
REQUIREMENTS. COl'\SULTANT shall comply ",rith the City's Environmentally Preferred
Purchasing policies which are available at the City's Purchasing Department, incorporated by
7
Contract NQ, C1l149368
Professionlll Services
Rev. Nov. 1,2011
Mar 05 2013 09:27 HP Fa><Kutzmann 5107969422 page 9
reference and may be amended from time to time. CONSULTANT shall comply with waste
reduction, reuse, recycling and disposal requirements of the City's Zero Waste Program. Zero Waste
best practices include first minimizing and reducing waste; second, reusing waste and third, recycling
or composting waste. In particular, Consultant shall comply with the following zero waste
requirements:
• All printed materials provided by Consultant to City generated from a personal
computer and printer including but not limited to, proposals, quotes, invoices,
reports, and public education materials, shall be double-sided and printed on a
minimum of30% or greater post-consumer content paper, unless otherwise approved
by the City's Project Manager. Any submitted materials printed by a professional
printing company shall be a minimum of30% or greater post-consumer material and
printed with vegetable based inks.
• Goods purchased by Consultant on behalf of the City shall be purchased in
accordance with the City's Environmental Purchasing Policy including but not
limited to Extended Producer Responsibility requirements for products and
packaging. A copy of this policy is on file at the Purchasing Office.
• Reusable/returnable pallets shall be taken back by the Consultant, at no additional
costto the City, for reuse or recycling. Consultant shall provide documentation from
the facility accepting the pallets to verify that pallets are not being disposed.
SECTION 24. NON-APPROPRIATIO~
24.1. This Agreement is subjectto 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 following fiscal year,
or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the
fiscal year and funds for trus Agreement are no longer available. This section shall take precedence
in the event of a conflict with any other covenant, term, condition, or provision ofihis Agreement.
SECTION 25. MISCELLANEOUS PROVISIONS.
25.1. This Agreement will be governed by the laws of the State of California.
25.2. In the event that an action is brought, the parties agree that trial of such action
"ill be vested exclusively in the state courts of California in the County of Santa Clara. State of
California.
25.3. 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. The prevailing party shall be entitled to recover an amount equal to the fair market value of
legal services provided by attorneys employed by it as well as any attorneys' fees paid to third
parties.
25.4. This document represents the entire and integrated agreement between the
parties and supersedes all prior negotiations, representations, and contracts, either written or oral.
8
Conlract No. C13149J68
Pro~S5jonal Serl/ices
Rev. Nov. 1,2011
Mar 05 2013 09:28 HP FaxKutzmann 5107969422 page 10
This document may be amended only by a written instrument, which is signed by the parties.
25.5. The covenants, terms, conditions and provisions of this Agreement will apply
to, and will bind, the heirs, successors, executors, administrators, assignees, and consultants of the
parties.
25.6. If a court of competent jurisdiction finds or mles that any provision of this
Agreement or any amendment thereto is void or unenforceable, the unaffected provisions of this
Agreement and any amendments thereto will remain in full force and effect.
25.7. 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.
25.8 If, pursuant to this contract with CONSULTANT, City shares with
CONSULTANT personal infurmation as defmed in California Civil Code section 1798. 81.5( d) about
a California resident ("Personal Information"), CONSULTANT shall maintmn reasonable and
appropriate security procedures to protect that Personal Information, and shall inform City
immediately upon leaming that there has been a breach in the security of the system or in the security
of the Personal Information. CONSULTANT shall not use Personal Information for direct marketing
purposes without City's express written consent.
25.9 All unchecked boxes do not apply to this agreement.
25.10 The individuals executing this Agreement represent and warrant thatthey have
the legal capacity and authority to do so on behalf of their respective legal entities.
25.11 This Agreement may be signed in multiple counterparts, which shall, when
executed by all the parties, constitute a single binding agreement
9
Contract No. C13149368
Professions] SemCt5
Rev. Nov. 1,2011
Mar 05 2013 09:28 HP Fa!<Kutzmann 5107969422 page 11
IN WIlNESS WHEREOF, the parties hereto have by their duly authorized
representatives executed this Agreement on the date first above written.
10
ConlJ'act No. CJ3149368
Professional Services
Rev. Nov. 1,2011
Mar 05 2013 09:29 HP FaxKutzmann 5107969422 page 12
CITY OF PALO ALTO KUTZMANN & ASSOCIATES, INC.
ByVc:=/l%
City Manager o 1;/1
Name: r d-f,-i~-""" f1 oJ 'l-'*a.i< A---
Title: e6'S' ;.J &< I-
APPROVED AS TO FORM:
Senior Asst. City Attorney
Attachments:
EXHIBIT "A":
EXHIBIT "A-I"
EXHIBIT "B":
EXHIBIT "C":
EXHIBIT "C-I ":
EXHIBIT "0":
SCOPE OF WORK
ON CALL TASK ORDER
SCHEDULE OF PERFORMANCE
COMPENSATION
SCHEDULE OF RATES
INSURANCE REQUIREMENTS
18
Contrst:tNo. C13149368
Profess.ional Services
Rev Nov. 1,2011
Mar 05 2013 09:29 HP FaxKutzmann 5107969422 page 13
EXHIBIT A
SCOPE OF SERVICES
CONSULTANT shall provide professional services consisting of Building Plan Check and Building
Inspection services on an as-needed (on-call) basis.
Building Plan Cbe~k Services
CONSULTANT shall be responsible for providing building plan check services as requested by the
City on an as needed basis, Plan check services shall be provided either by supplying staff to work
on site at the City's Development Center under the direction of the Chief Building Official or by
performing plan reviews off site at CONSULTANT'S office when plans are transmitted to
CONSULTANT by the City. The manner in which plan check services will be performed shall be
determined by the City's Chief Building Official. When requested to provide plan check services,
CONSULTANT shall be expected to perform the following services:
I, Preliminary plan review consultations in CONSULTANT'S office or by telephone/e-maiI,
2. Initial plan review of proj ect plans and other related documents submitted in conjunction
with applications for Building Permits to detennine compliance with the adopted uniform
codes, applicable laws, regulations and local ordinances. The services shall include, but not
be limited to, review of the following, as applicable to each project: Architectwal, Structural,
Civil, Electrical, Mechanical and Plumbing plans, structural calculations, accessibility
compliance, fire and life safety components, geotechnical reports, Green Building and
Energy Code compliance documentation and deferred submittal items.
3. Provide the applicant's designee and the City, a typed list of items needing clarification or
change to achieve conformance with the above regulations.
4. Maintain sufficient communication with the applicant's designee(s), either by telephone/e
mail, mail or meeting in CONSULTANT'S office and perfonn all necessary plan rechecks to
achieve conformance to the regulations.
5. Provide recommendations and acts a.s liaison to the Chief Building Official, or his designee,
either by maille-mail, telephone or in CONSULTANT'S office, to ensure compliance with
Palo Alto's Municipal Code requirements.
to
COnlrllct No. C13J49368
Professionsl Services
Rev Nov. 1. 2011
Mar 05 2013 09:30 HP Fa><Kutzmann 5107969422 page 14
6. Perform plan reviews of revisions to plans that have previously been approved for permit
issuance, or perform plan reviews of changes to plans prior to such approval.
7. Attend meetings related to proposed building projects at the request of the Chief Building
Official at locations other than CONSULTANT'S office.
8. Provide City with periodic plan review status reports for all projects assigned by the Chief
Building Official.
When requested to furnish staff, CONSULTANT shall provide resumes (including licenses and other
credentials) of all candidates who shall be available to perform Building Plan Check services. The
City retains the right to select or reject any or all candidates based on a review of res urnes andlor
subsequent interviews.
Building Inspection Services
CONSULTANT shall be responsible for providing building inspection services on an as needed
basis, as requested by the City, to meet workload demands and service delivery goals. The City shall
use the services of the CONSULTANT'S firm to provide inspection staff to supplement the City's
regular staff. When requested to provide building inspection services, CONSULTANT shall perform
the following services:
1. Perform all requested inspections and re-inspections for compliance with City and State
codes and applicable regulations.
2. Coordinate all inspection and re-inspection requests.
3. Confer with the Chief Building Official, building plan check supervisor, andlor Inspection
Services Supervisor on all discretionary decisions or requests for alternate materials or types
of construction.
20
Contract" No. C13149368
Professional Services
Rev Nov. 1,2011
Mar 05 2013 09:31 HP FaxKutzmann 5107969422 page 15
4. Coordinate with the Chief Building Official and/or Inspection Services Supervisor on all
Certificates of Occupancy to ensure that all applicable City departments and regulatory
agencies have approved the project.
5. Enter all inspection records into the Accela permit tracking system. Maintain ail inspection
records for all assigned projects, to be turned over to the City within five working days of
when requested by the City. Records include all correction notices and al1 documentation
related to design changes.
6. Coordinate inspection activities with any and all third-party inspectors and special inspection
agents retained by owners and/or their contractors.
7. Have CASp certified staff available to the City on an as-needed basis.
8. Participate in and attend weekly Inspection Division staff meetings and training events
sponsored by the City.
When requested to furnish staff, CONSULTANT shall provide resumes (iocluding licenses and other
credentials) of all candidates who shall be available to perfonn Building Inspection services. The
City retains the right to select or reject any or al! candidates based on a review ofresumes andlor
subsequent interviews.
21
Contract No. C 1314936&
Professional Services
RsvNov.l,2011
Mar 05 2013 09:32 HP FaxKutzmann 5107969422 page 16
EXlDBIT "A-I"
PROFESSIONAL SERVICES TASK ORDER
Consultant hereby agree, to perform the work detailed below in accord.nce with all the term, and conditions ofllie
Agreement referenced in Item IA below. All exhibit, referenced in Item 8 are incorporated into the Agreement by thi,
reference. The Consultant shall furni,h the necessary facilities, professional, technicw and supporting personnel required
by this Task Order as described below.
CONTRACT NO.
Purchase Requisition No.
lAo
lB.
2.
MASTER AGREEMENT NUMBER
TASK ORDER NO.
CONSULTANT
ISSUE DATE
3.
4
PERIOD OF PERFORMANCE: START: COMPLETION:
TOTAL TASK ORDER PRICE: $ BALANCE REMAINlNO IN MAS"'T"'E,-R-A,...,O"'RE=E""ME=N::T:-:S, ___________ _
5. BUDGET CODE:
COST CENTER ------COSTELEMENT WBS/CIP PHASE_
CITY PROJECT MANAGER'S NAMEIDEPARTMENT ---~ 6.
7. DESCRIPTION OF SCOPE OF SERVICES
MUST INCLUDE:
• WORK TO BE PERFORMED
• SCHEDULE OF WORK
• BASIS FOR PAYMENT & FEE SCHEDULE
• DELlVERABLES
REIMBURSABLES (with "not to exceed" cost)
8. AITACHMENTS: A: Scope of Services B: ____________ _
I hereby authorize the performan .. of
the work described above in Ibi. Task Order,
APPROVED:
CITY OF PALO ALTO
By: ______________________ _
Name Title ----------------
n.te ________________ _
I hereby acknowledge receipt and acceptance
of tbi. Task Order and warrant that I have
authority to sign on behalf of Consultant.
APPROVED: COMPANYNAME: ______________ __
By:, _________________ _
Name Title -----------------
Date _________________ _
22
Contt8ctNo. CIJI49368
Professumal Services
R~yNoy. 1.2011
Mar 05 2013 09:32 HP FaxKutzmann 5107969422 page 17
EXHmIT "B"
SCHEDULE OF PERFORMANCE
(Not Applicable)
23
Contract No. C13149368
Professional Services
Rev Nov. 1,2011
Mar 05 2013 09:33 HP FaxKutzmann 5107969422 page 18
EXHIBIT "C"
COMPENSA TION
The CITY agrees to compensate the CONSULTANT for professional services perfonned in
accordance with the terms and conditions ofthis Agreement based on the hourly rate schedule
attached as Exhibit C-l.
The compensation to be paid to CONSULTANT under this Agreement for all services
described in Exhibit "A" ("Services") and reimbursable expenses shall not exceed
$240,000.00. CONSULTANT agrees to complete all Services, including reimbursable
expenses, within this amount. In the event CITY authorizes any Additional Services, the
maximum compensation shall not exceed $240,000.00. Any work performed or expenses
incurred for which payment would result in a total exceeding the maximum amount of
compensation set forth herein shall be at no cost to the CITY.
REIMBURSABLE EXPENSES
The administrative, overhead, secretarial time or secretarial overtime, word processing,
photocopying, in-house printing, insurance and other ordinary business expenses are included
within the scope of payment for services and are not reimbursable expenses. CITY shall
reimburse CONSULTANT for the following reimbursable expenses at cost. Expenses for
which CONSULTAr\T shall be reimbursed are:
A. Travel outside the San Francisco Bay area, including transportation and meals, will be
reimbursed at actual cost subject to the City of Palo Alto's policy for reimbursement of travel
and meal expenses for City of Palo Alto employees.
B. Long distance telephone service charges, cellular phone service charges, facsimile
transmission and postage charges are reimbursable at actual cost.
All requests for payment of expenses shall be accompanied by appropriate backupinformation.
Any expense anticipated to be more than $0.00 shall be approved in advance by the CITY's
project manager.
ADDITIONAL SERVICES
The CONSULTANT shall provide additional services only by advanced, written authorization
from the CITY. The CONSULTANT, at the CITY's project manager' s request, shall submit a
detailed v,Titten proposal including a description oflhe scope of services, schedule, level of
effort, and CONSULTANT's proposed maximum compensation, including reimbursable
expenses, for such services based on the rates set forth in Exhibit Col. The additional
services scope, schedule and maximum compensation shall be negotiated and agreed to in
writing by the CITY's Project Manager and CONSULT ANT prior to commencement of the
services. Payment for additional services is subject to all requirements and restrictions in this
Agreement.
Rev Nov. I. 20ll
24
Contract No. CI3149368
Mar 05 2013 09:34 HP FaxKutzmann 5107969422 page 19
Permit Processing:
EXHmIT "C-I"
HOURLY RATE SCHEDULE
Permit Processing. Building Technician
Hourly rates to be negotiated with the City based on the individuals' qualifications,
experience and additional special knowledge and skills required by the City.
Clerical Staff
For general clerical duties that do not involve pennit processing: $45.00 per hour
Plan Check:
Full Plan Checks:
Standard fee for a full plan check (including structural and
non-structural, disabled access, energy conservation, mechanical.
electrical and plumbing) is based on a percentage of the Building
Division's plan check fee. Additional rechecks are billed on a
time & materials basis. This fee includes the initial review
and the two rechecks. 6S percent
Structural Only Plan Checks
The Kutzrnann & Associates' fee for a structural only plan check
is based on a percentage for the Building Division's plan check fee.
This fee includes the initial review and the two rechecks. 45 percent
Elective (3,.Party) Plan Check
There is no cost to the City of Palo Alto for this service. Billing and payments are handled
directly between the Kutzmann & Associates and the permit applicants.
Expedited Plan Check Fee.
Expedited fees are typically 1.5 times our standard fee but may be negotiable dependent
on the size and complexity of the project.
Hourly Rates
Additional rechecks, non-standard plan checks (such as for revisions
to existing permits) as well as consultation and in-house plan checking
services, are billed on a time & materials basis. Current rate: $95 per hour
Method 0/ Invoicing
Our plan check services are invoiced monthly and are due within 30 days uniess other
arrangements are made. Invoices will be fully itemized and provide sufficient .
infonnation for approving payment and audit purposes. Plan check jobs are invoiced
after the initial plan check has been completed.
2S
Contract No. C13149368
Professional Services
Rev Nov. I, 2011
Mar 05 2013 09:34 HP FaxKutzmann 5107969422 page 20
Building Inspection:
Curren! Building Inspector $86.00 per hour
Current inspector if used in a supervisory/managerial role: $90.00 per hour
New Inspection Personnel
Hourly rates to be negotiated with the City based on individuals' qualifications,
experience and any additional special knowledge Of skills required by the City.
Melf,od 0/ Invoicing
Building inspector work hours are billed on bi-monthly basis at the end of each
Kutzmann & Associates' pay period.
Miscellaneous Charges:
Note: Personnel charges are not billed/or general secretarial services. office management,
accounting and maintenance; these items are included in overhead
Printing and copying costs are based on fifteen cents ($0.20) per sheet (8 y, x 11).
Mileage rate is $0.48 per mile
Any other outside senices are billed based on the actual cost plus ten percent (10%).
Overtime charges are 1.5 times the regular rate.
26
Contli1d No. C13)4936B
Professional Services
Rev Nov. 1,2011
Mar 05 2013 09:35 HP FaxKutzmann 5107969422 page 21
EXHIBIT "D"
INSURANCE REQUIREMENTS
CONTRACTORS TOTHE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SlWL FOR THE TIlRMOF THE CONTRACT OBTAIN
AND MAINT Am INSURANCE IN THE AMOUNTS FOR THE CDVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH AM
fiEST'S KEY HATING OF A-,VI!, OR mGHER. LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE
STATE OF CALIrDRNIA.
A WARD IS CONTINGENT ON COMPLIANCE WITH CITY'S INSURANCE REOUIREMENTS AS SPECIFIED BELOW:
MINIMUM LIlllITS
REQUIRED TYPE OF COVERAGB REQUIREMENT ~ACH
'ES
YES
YES
YES
YES
.. "
OCCURRENCE AGGREGATE
WORKER'S COMPENSATION STATUTORY
EMPLOYER'S LIABILITY STATUTORY
BODILY INJURY $1,OO().OOD $1,000,000
GENERALLrABJLITY, INCLUDING
PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE ~I,OOO,OOO SI,OOO,OOO
PROPERTY DAMAGE BLANKET
CONTRACTUAL, AND FIRE LEGAL BODILY INJURY & PROPERTY DAMAGE SI,OOO,OOO $1,000,000
LIABILITY COMBINED.
BODILY INJURY $1,000,000 $1,000,000
EACH PERSON $1,000,000 $1,000,000
-EACH OCCURRENCE $1,000,000 $1,000,000
AUTOMOBILE L1ABn.ITY, INCLUDING
ALL OWNED, HIRED, NON-OWN ED PROPERTY DAMAGE $1,000.000 $1,000,000
BODILY INJURY AND PROPERTY $1,000,000 $1,000,000
DAMAGE, COMBINED
PROFESSIONAL LIABILITY, INCLUDING,
ERRORS AND OMISSIONS,
MALPHACTICE (WHEN APPLICABLE),
AND NEGLIGENT PERFORMAl":CE ALL DAMAGES $1 VOV,OOO
THE CITY OF PALO ALTO 18 TO BE NAMED AS AN ADDITIO:-iAL INSURED: CONTRACTOR, AT ITS SOLE COST AND EXPENSE,
SHALL ODT AIN AND MAINT Am, IN FULL FORCE ,\ND EFFECTTHROUGHOUTTHE ENTIRE TERM OF ANY RESULTANT AGREEMENT,
THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CGNTRACTORAND ITS SUBCONSULTANTS,IF ANY, BUT
ALSO, wrmrnE EXCEPTION OF WORKERS' COMPENSATION, EMPLOYER'S LIABILITY AND PROFESSIONAL INSURANCE, NAMING
AS ADDITIONAL INSUREDS CITY, ITS COUNCILMEM8J:RS, OFFICERS,AG'NTS,AND EMPLOVEF,S.
L INSURANCE COVERAGE MUST INCLUDE:
A. A PROVISION FOR A WRITTEN THIRTY (30) DAY ADVANCE NOTICE TO CITY OF CHANGE IN
COVERAGE OR OF COVERAGE CANCELLATION; AND
B. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR
CON1RACfOR'S AGREEMENT TO INDEMNIFY CITY.
C DEDUCTIBLE AMOUNTS IN BXCESS OF $5,000 REQUIRE CITY'S P ruOR APPROVAL.
II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE.
IlL ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO "ADDITIONAL
INSUREDS"
A. PRIMARY COVERAGE
WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS
AFFORDBD BY THIS POLlCY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTIIER
INSURANCE CARRIED BY OR FOR THE BBNEFIT OF THE ADDITIONAL INSUREDS.
27
Contract ND. C13149368
Professional Services
Rev Nov. 1. 2011
Mar 05 2013 09:36 HP FaxKutzmann 5107969422 page 22
B. CROSS LIABILITY
THE NAMING OF MORE THAN ONE PERSON, FIRM. OR CORPORATION AS INSUREDS UNDER THE POLICY SHALL
NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSCRED AGAINST ANOTHER, BUT TIllS
BNDORSBMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF
TIlE COMPANY UNDER TIilS POLICY.
C. NOnCE OF CANCELLA nON
I. IF THE POLICY IS CANCBLED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER
TIlANTHENON-PA YMENT OF PREMIUM, THEISSUINGCOMPANY SHALL PROVIDE CITY
AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF
CANCELLATION.
2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT
OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A TEN (10) DAY
WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.
NOTICES SHALL BE MAILED TO:
PURCHASING AND CONTRACT ADMINISTRATION
CITY OF PALO ALTO
P.O. BOX 10Z50
PALO ALTO, CA 94303
28
Contract No. Cl3149Jfi8
ProfessionllJ Services
Rev Nov. J, 2011
CITY OF PALO ALTO CONTRACT NO. C13149369
AGREEMENT BETWEEN THE CITY OF PALO ALTO AND TRB & ASSOCIATES
FOR PROFESSIONAL SERVICES
This Agreement is entered into on this day of March, 2013, ("Agreement") by
and between the CITY OF P ALO ALTO, a California chattered municipal corporation ("CITY"),
and TRB & ASSOCIATES, a California corporation, located at 3180 Crow Canyon Place, Suite
216, San Ramon, California, 94583, Telephone (925)866-2633 ("CONSULTANT").
RECITALS
The following recitals are a substantive portion ofthis Agreement.
A. CITY intends to solicit On-Call Building Plan Check Services ("Project") and desires to
engage a consultant to provide On-Call services in connection with the Project ("Services").
B. CONSULTANT has represented that it has the necessmy professional expeliise,
qualifications, and capability, and all required licenses andlor celtifications to provide the Services.
C. CITY in reliance on these representations desires to engage CONSULTANT to provide the
Services as more fully described in Exhibit "A", attached to and made a patt ofthis Agreement.
NOW, THEREFORE, in consideration ofthe recitals, covenants, terms, and conditions, in
this Agreement, the patties agree:
AGREEMENT
SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perform the Services described in
Exhibit "A" in accordance with the terms and conditions contained in this Agreement. The
perfOlmance of all Services shall be to the reasonable satisfaction of CITY.
~ Optional On-Call Provision (This provision only applies if checked and only applies to on-call
agreements. )
Services will be authorized by the City, as needed, with a Task Order assigned and approved by the
City's Project Manager. Each Task Order shall be in substantially the same form as Exhibit A-I.
Each Task Order shall designate a City Project Manager and shall contain a specific scope of work, a
specific schedule of performance and a specific compensation amount. The total price of all Task
Orders issued under this Agreement shall not exceed the amount of Compensation set forth in
Section 4 of this Agreement. CONSULT ANT shall only be compensated for work perfOlmed under
an authorized Task Order and the City may elect, but is not required, to authorize work up to the
maximum compensation amount set fOlih in Section 4.
Professional Services
Rev. Nov, 1,2011
SECTION 2. TERM.
The term of this Agreement shall be from April 1, 2013 through March 31, 2014 with an option to
extend the agreement for two, one year, additional telms, unless terminated earlier pursuant to
Section 19 ofthis Agreement.
SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance of
Services under this Agreement. CONSULTANT shall complete the Services within the term of this
Agreement and in accordance with the schedule set fOlih in Exhibit "B", attached to and made a part
of this Agreement. Any Services for which times for performance are not specified in this Agreement
shall 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 perfOlmance shall not preclude recovelY of damages
for delay if the extension is required due to the fault of CONSULTANT.
SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to
CONSULTANT for performance ofthe Services described in Exhibit "A", including both payment
for professional services and reimbursable expenses, shall not exceed Fifty Thousand Dollars
($50,000.00). In the event Additional Services are authorized, the total compensation for services
and reimbursable expenses shall not exceed Fifty Thousand Dollars ($50,000.00). The applicable
rates and schedule of payment are set out in Exhibit "C-I ", entitled "HOURLY RATE
SCHEDULE," which is attached to and made a pali of this Agreement.
Additional Services, if any, shall be authorized in accordance with and subject to the provisions of
Exhibit "C". CONSULTANT shall not receive any compensation for Additional Services performed
without the prior written authorization of CITY. Additional Services shall mean any work that is
determined by CITY to be necessalY for the proper completion of the Project, but which is not
included within the Scope of Services described in Exhibit "A".
SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly
invoices to the CITY describing the services performed and the applicable charges (including an
identification of personnel who pelfOlmed the services, hours worked, hourly rates, and reimbursable
expenses), based upon the CONSULTANT's billing rates (set forth in Exhibit "C-l "). If applicable,
the invoice shall also describe the percentage of completion of each task. The information in
CONSULTANT's payment requests shall be subject to verification by CITY. CONSULTANT shall
send all invoices to the City's project manager at the address specified in Section 13 below. The City
will generally process and pay invoices within thiJiy (30) days of receipt.
SECTION 6. OUALIFICATIONS/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 personnel necessalY to perform the Services required
by this Agreement and that the personnel have sufficient skill and experience to perfOlm the Services
assigned to them. CONSULTANT represents that it, its employees and subconsultants, if pelmitted,
have and shall maintain during the term of this Agreement all licenses, pelmits, qualifications,
insurance and approvals of whatever nature that are legally required to perfOlm the Services.
2
Contract No. C13149369
Professional Services
Rev. Nov. 1,2011
All of the services to be furnished by CONSULTANT under this agreement shall meet the
professional standard and quality that prevail among professionals in the same discipline and of
similar knowledge and skill engaged in related work throughout Califomia tmder the same or similar
circumstances.
SECTION 7. COMPLIANCE WITH LAWS. CONSULTANT shall keep itself informed of and
in compliance with all federal, state and local laws, ordinances, regulations, and orders that may
affect in any manner the Project or the performance of the Services or those engaged to perfOim
Services under this Agreement. CONSULTANT shall procure all permits and licenses, pay all
charges and fees, and give all notices required by law in the perfOimance of the Services.
SECTION 8. ERRORS/OMISSIONS. CONSULTANT shall comct, at no cost to CITY, any and
all errors, omissions, or ambiguities in the work product submitted to CITY, provided CITY gives
notice to CONSULTANT. If CONSULTANT has prepared plans and specifications or other design
documents to construct the Project, CONSULTANT shall be obligated to COlTect any and all el1'ors,
omissions or ambiguities discovered prior to and during the course of construction of the Project.
This obligation shall survive termination of the Agreement.
SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works
project, CONSULTANT shall submit estimates of probable construction costs at each phase of
design submittal. If the total estimated construction cost at any submittal exceeds ten percent (10%)
of the CITY's stated constmction budget, CONSULT ANT shall make recommendations to the CITY
for aligning the PROJECT design with the budget, incorporate CITY approved recommendations,
and revise the design to meet the Project budget, at no additional cost to CITY.
SECTION 10. INDEPENDENT CONTRACTOR. It is understood and agreed that in pelfOiming
the Services under this Agreement CONSULTANT, and any person employed by or contracted with
CONSULTANT to fumish labor and/or materials under this Agreement, shall act as and be an
independent contractor and not an agent or employee of the CITY.
SECTION 11. ASSIGNMENT. The patties agree that the expeltise and experience of
CONSULTANT are material 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 will not
be deemed to be consent to any subsequent assignment. Any assignment made without the approval
of the city manager will be void.
SECTION 12. SUBCONTRACTING.
18I0ption A: No Subcontractor: CONSULTANT shall not subcontract any portion ofthe work to
be performed under this Agreement without the prior written authorization of the city manager or
designee.
DOption B: Subcontracts Authorized: Notwithstanding Section 11 above, CITY agrees that
subconsultants may be used to complete the Services. The subconsultants authorized by CITY to
3
Contmct No. C13149369
ProfessiollAI Services
Rev. Nov. 1,2011
perfOlm work on this Project are:
CONSULTANT shall be responsible for directing the work of any sub consultants and for any
compensation due to subconsultants. CITY assumes no responsibility whatsoever concerning
compensation. CONSULTANT shall be fully responsible to CITY for all acts and omissions of a
subconsultant. CONSULTANT shall change 01' add subconsultants only with the prior approval of
the city manager 01' his designee.
SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Todd Bailey as the
proj ect director to have supervisOly responsibility for the perfolmance, progress, and execution of the
Services and to represent CONSULTANT during the day-to-day work on the Project. If
circumstances cause the substitution of the project director, project coordinator, 01' any other key
personnel for any reason, the appointment of a substitute project director and the assignment of any
key new 01' replacement personnel will be subject to the prior written approval of the CITY's project
manager. CONSULT ANT, at CITY's request, shall promptly remove personnel who CITY finds do
not perfOim the Services in an acceptable manner, are uncooperative, 01' present a threat to the
adequate 01' timely completion of the Project or a threat to the safety of persons 01' property.
The City's project manager is Peter Pirnejad, Development Services Depmtment Palo Alto, CA
94303, Telephone (650)329-2349, Email peter.pirnejad@cityofpaloalto.org. The project manager
will be CONSULTANT's point of contact with respect to performance, progress and execution of
the Services. The CITY may designate an alternate project manager from time to time.
SECTION 14. OWNERSHIP OF MATERIALS. Upon delivelY, all work product, including
without limitation, all writings, drawings, plans, repOlts, specifications, calculations, documents,
other materials and copyright interests developed under this Agreement shall be and remain the
exclusive property of CITY without restriction 01' limitation upon their use. CONSULTANT agrees
that all copyrights which arise £i'om creation of the work pursuant to this Agreement shall be vested
in CITY, and CONSULTANT waives and relinquishes all claims to copyright or other intellectual
property rights in favor of the CITY. Neither CONSULTANT nor its contractors, if any, shall make
any of such materials available to any individual or organization without the prior written approval of
the City Manager 01' designee. CONSULTANT makes no representation of the suitability of the
work product for use in 01' application to circumstances not contemplated by the scope of work.
SECTION 15. AUDITS. CONSULTANT will pelmit 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 01' earlier termination of this Agreement.
SECTION 16. INDEMNITY.
~[Option A applies to the following design professionals pursuant to Civil Code Section
2782.8: architects; landscape architects; registered professional engineers and licensed
pl'Ofessionalland surveyors.] 16.1. To the fullest extent permitted by law, CONSULTANT shall
protect, indemnity, defend and hold harmless CITY, its Council members, officers, employees and
agents (each an "Indemnified Pmty") from and against any and all demands, claims, or liability of
4
Contract No. C13149369
Professional Services
Rev. Nov. 1,2011
any nature, including death or injUly to any person, property damage or any other loss, including all
costs and expenses of whatever nature including attorneys fees, experts fees, court costs and
disbursements ("Claims") that arise out of, peliain to, or relate to the negligence, recklessness, or
willful misconduct ofthe CONSULTANT, its officers, employees, agents or contractors under this
Agreement, regardless of whether or not it is caused in part by an Indemnified PaJiy.
16.2. Notwithstanding the above, nothing in this Section 16 shall be constlUed to
require CONSULTANT to indemnifY an Indemnified Party from Claims aJ'ising £i'om the active
negligence, sole negligence or willful misconduct of an Indemnified Party.
16.3. 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 pmiy of any breach or violation of any covenant,
telm, condition or provision ofthis 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 ofthe same or of any other telm, covenant, condition, provision,
ordinance or law.
SECTION 18. INSURANCE.
18.1. CONSULTANT, at its sole cost and expense, shall 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, shall obtain a policy endorsement naming CITY as an
additional insured under any general liability or automobile policy or policies.
18.2. All insurance coverage required hereunder shall be provided through cml'iers
with AM Best's Key Rating Guide ratings of A-:VII or higher which are licensed or authorized to
transact insurance business in the State of California. Any and all contractors of CONSULTANT
retained to perform Services under this Agreement will obtain and maintain, in full 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. Celtificates evidencing such insurance shall be filed with CITY concUll'entiy
with the execution of this Agreement. The celtificates will be subject to the approval of CITY's Risk
Manager and will contain aJ1 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 thiJiy (30) days' prior written notice ofthe cancellation or modification. Ifthe
insurer cancels or modifies the insurance and provides less than thiJiy (30) days' notice to
CONSULTANT, CONSULTANT shall provide the Purchasing Manager written notice of the
cancellation or modification within two (2) business days of the CONSULTANT's receipt of such
notice. CONSULTANT shall be responsible for ensuring that current certificates evidencing the
insurance are provided to CITY's Purchasing Manager during the entire term ofthis Agreement.
5
Contract No. C13149369
Professional Services
Rev. Nov. 1,2011
18.4. The procuring of such required policy or policies of insurance will not be
constmed to limit CONSULTANT's liability hereunder nor to fulfill the indemnification provisions
of this Agreement. Notwithstanding the policy or policies of insurance, CONSULTANT will be
obligated for the full and total amount of any damage, injuty, or loss caused by or directly arising as
a result of the Services performed under this Agreement, including such damage, injuty, or loss
arising after the Agreement is terminated or the term has expired.
SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES.
19.1. The City Manager may suspend the performance of the Services, in whole or
in pali, or telminate this Agreement, with or without cause, by giving ten (10) days prior written
notice thereof to CONSULTANT. Upon receipt of such notice, CONSULT ANT will immediately
discontinue its performance of the Services.
19.2. CONSULTANT may telminate this Agreement or suspend its perfOimance of
the Services by giving thirty (30) days prior written notice thereofto CITY, but only in the event of a
substantial failure of performance by CITY.
19.3. 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.
19.4. Upon such suspension or termination by CITY, CONSULT ANT will be paid
for the Services rendered or materials delivered to CITY in accordance with the scope of services on
or before the effective date (i.e., 10 days after giving notice) of suspension or termination; provided,
however, ifthis 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 ofllis/her discretion. The following Sections will
survive any expiration or termination of this Agreement: 14, 15, 16, 19.4,20, and 25.
19.5. No payment, partial payment, acceptance, or pmiial acceptance by CITY will
operate as a waiver on the pali of CITY of any of its rights under this Agreement.
SECTION 20. NOTICES.
All notices hereunder will be given in writing and mailed, postage prepaid, by
celiified mail, addressed as follows:
To CITY: Office of the City Clerk
City of Palo Alto
Post Office Box 10250
6
Contract No. C13149369
Professional Services
Rev. Nov. 1,2011
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 21. CONFLICT OF INTEREST.
21.1. In accepting this Agreement, CONSULTANT covenants that it presently has
no interest, and will not acquire any interest, direct 01' indirect, financial 01' othelwise, which would
conflict in any manner 01' degree with the performance of the Services.
21.2. CONSULTANT further covenants that, in the pelfOimance of this Agreement,
it will not employ subconsultants, contractors or persons having such an interest. CONSULTANT
celiifies that no person who has 01' will have any financial interest under tlus Agreement is an officer
01' employee of CITY; this provision will be intel]Jreted in accordance with the applicable provisions
of the Palo Alto Municipal Code and the Government Code of the State of California.
21.3. If the Project Manager determines that CONSULTANT is a "Consultant" as
that term is defined by the Regulations of the Fair Political Practices Commission, CONSULTANT
shall be required and agrees to file the appropriate financial disclosure documents required by the
Palo Alto Municipal Code and the Political Reform Act.
SECTION 22. NONDISCRIMINATION. As set forth in Palo Alto Municipal Code section
2.30.51 0, CONSULTANT certifies that in the performance of this Agreement, it shall not
discriminate in the employment of any person because of the race, skin color, gender, age, religion,
disability, national origin, ancestly, sexual orientation, housing status, marital status, familial status,
weight 01' height of such person. CONSULTANT acknowledges that it has read and understands the
provisions of Section 2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination
Requirements and the penalties for violation thereof, and agrees to meet all requirements of Section
2.30.510 pel1aining to nondiscrimination in employment.
SECTION 23. ENVIRONMENT ALL Y PREFERRED PURCHASING AND ZERO WASTE
REOUIREMENTS. CONSULTANT shall comply with the City's Environmentally Preferred
Purchasing policies which are available at the City's Purchasing Department, incorporated by
reference and may be amended from time to time. CONSULTANT shall comply with waste
reduction, reuse, recycling and disposal requirements of the City's Zero Waste Program. Zero Waste
best practices include first minimizing and reducing waste; second, reusing waste and third, recycling
or composting waste. In pal1icular, Consultant shall comply with the following zero waste
requirements:
• All printed materials provided by Consultant to City generated from a personal
computer and printer including but not limited to, proposals, quotes, invoices,
rep0l1s, and public education materials, shall be double-sided and printed on a
minimum of30% 01' greater post-consumer content paper, unless othelwise approved
7
Contract No. C13149369
Professional Services
Rev. Nov. I, 201l
by the City's Project Manager. Any submitted materials printed by a professional
printing company shall be a minimum of30% or greater post-consumer material and
printed with vegetable based inks.
• Goods purchased by Consultant on behalf of the City shall be purchased in
accordance with the City's Environmental Purchasing Policy including but not
limited to Extended Producer Responsibility requirements for products and
packaging. A copy ofthis policy is on file at the Purchasing Office.
• Reusable/returnable pallets shall be taken back by the Consultant, at no additional
cost to the City, for reuse or recycling. Consultant shall provide documentation from
the facility accepting the pallets to verifY that pallets are not being disposed.
SECTION 24. NON-APPROPRIATION
24.1. This Agreement is subject to the fiscal provisions ofthe 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 following fiscal year,
or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion ofthe
fiscal year and funds for this Agreement are no longer available. This section shall take precedence
in the event of a conflict with any other covenant, term, condition, or provision of this Agreement.
SECTION 25. MISCELLANEOUS PROVISIONS.
25.1. This Agreement will be governed by the laws of the State of California.
25.2. In the event that an action is brought, the patties agree that trial of such action
will be vested exclusively in the state COutts of California in the County of Santa Clara, State of
California.
25.3. 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. The prevailing patty shall be entitled to recover an amount equal to the fail' market value of
legal services provided by attorneys employed by it as well as any attorneys' fees paid to third
patties.
25.4. Tllis document represents the entire and integrated agreement between the
patties and supersedes all prior negotiations, representations, and contracts, either written or oral.
This document may be amended only by a written insttument, which is signed by the parties.
25.5. The covenants, terms, conditions and provisions of this Agreement will apply
to, and will bind, the heirs, successors, executors, administrators, assignees, and consultants ofthe
parties.
25.6. If a court of competent jurisdiction finds or tules that any provision of this
Agreement 01' any amendment thereto is void or unenforceable, the unaffected provisions of this
Agreement and any amendments thereto will remain in full force and effect.
8
Contract No. C13149369
Professional Services
Rev. Nov. 1,2011
25.7. All exhibits refel1'ed 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 patt of this Agreement.
25.8 If, pursuant to this contract with CONSULTANT, City shares with
CONSULTANT personal infOimation as defmed in Califomia Civil Code section 1798.81.5( d) about
a Califomia resident ("Personal Information"), CONSULTANT shall maintain reasonable and
appropriate security procedures to protect that Personal Information, and shall inform City
immediately upon learning that there has been a breach in the security of the system or in the security
of the Personal Information. CONSULT ANT shall not use Personal Information for direct mat'keting
purposes without City's express written consent.
25.9 All unchecked boxes do not apply to this agreement.
25.10 The individuals executing this Agreement represent and wan'ant that they have
the legal capacity and authority to do so on behalf of their respective legal entities.
25.11 This Agreement may be signed in multiple counterpatts, which shall, when
executed by all the patties, constitute a single binding agreement
9
Contract No. C13149369
ProFessional Services
Rev. Nov. 1,2011
IN WITNESS WHEREOF, the palties hereto have by their duly authorized
representatives executed this Agreement on the date first above written.
CITY OF PALO ALTO TRB & ASSOCIATES, INC.
City Manager BY: __ Z"/"~===S'----"'-~-
Name: Doo MII!1rr
APPROVED AS TO FORM:
Senior Asst. City Attorney
Attachments:
EXHIBIT "A":
EXHIBIT "A-I"
EXHIBIT "B":
EXHIBIT "C":
EXHIBIT "C-I":
EXHIBIT "D":
SCOPE OF WORK
ON CALL TASK ORDER
SCHEDULE OF PERFORMANCE
COMPENSATION
SCHEDULE OF RATES
INSURANCE REQUIREMENTS
10
Contract No. C13149369
Professiomd Services
Rev, Nov. 1,2011
EXHIBIT A
SCOPE OF SERVICES
CONSULTANT shall provide professional services consisting of Building Plan Check services on an
as-needed (on-call) basis.
Building Plan Check Services
CONSULTANT shall be responsible for providing building plan check services as requested by the
City on an as needed"basis. Plan check services shall be provided either by supplying staffto work
on site at the City's Development Center under the direction of the Chief Building Official or by
performing plan reviews off site at CONSULTANT'S office when plans are transmitted to
CONSULTANT by the City. The manner in which plan check services will be perfOimed shall be
determined by the City's Chief Building Official. When requested to provide plan check services,
CONSULTANT shall be expected to perform the following services:
1. Preliminaty plan review consultations in CONSULTANT'S office or by telephone/e-mail.
2. Initial plan review of project plans and other related documents submitted in conjunction
with applications for Building Permits to determine compliance with the adopted unifotm
codes, applicable laws, regulations and local ordinances. The services shall include, but not
be limited to, review ofthe following, as applicable to each project: Architectural, Structural,
Civil, Electrical, Mechanical and Plumbing plans, structural calculations, accessibility
compliance, fire and life safety components, geotechnical reports, Green Building and
Energy Code compliance documentation and deferred submittal items.
3. Provide the applicant's designee and the City, a typed list of items needing clarification or
change to achieve conformance with the above regulations.
4. Maintain sufficient communication with the applicant's designee(s), either by telephone/e
mail, mail or meeting in CONSULTANT'S office and perfOim all necessalY plan rechecks to
achieve confOimance to the regulations.
5. Provide recommendations and acts as liaison to the Chief Building Official, or his designee,
either by maiVe-mail, telephone or in CONSULTANT'S office, to ensure compliance with
Palo Alto's Municipal Code requirements.
6. Perform plan reviews of revisions to plans that have previously been approved for permit
issuance, or perform plan reviews of changes to plans prior to such approval.
12
Contract No. Cl3149369
Professional Senrices
Rev. Nov. 1,2011
7. Attend meetings related to proposed building projects at the request of the Chief Building
Official at locations other than CONSULTANT'S office.
8. Provide City with periodic plan review status reports for all projects assigned by the Chief
Building Official.
When requested to furnish staff, CONSULTANT shall provide resumes (including licenses and other
credentials) of all candidates who shall be available to perform Building Plan Check services. The
City retains the right to select or reject any or all candidates based on a review of resumes and/or
subsequent interviews.
13
Contract No. C13149369
Professional Services
Rev. Nov. 1,2011
EXHIBIT "A-I"
PROFESSIONAL SERVICES TASK ORDER
Consultant hereby agrees to perfOlm the work detailed below in accordance with all the tenns and conditions of the
Agreement referenced in Item lA below. All exhibits referenced in Item 8 are incorporated into the Agreement by this
reference. The Consultant shall furnish the necessary facilities, professional, teclmical and supporting personnel required
by this Task Order as described below.
CONTRACT NO.
Purchase Requisition No.
MASTER AGREEMENT NUMBER
TASK ORDER NO.
CONSULTANT
ISSUE DATE
lAo
lB.
2.
3. PERIOD OF PERFORMANCE: START: COMPLETION:
4 TOTAL TASK ORDER PRICE: $
BALANCE REMAINING IN MAS'...TE=R-A'-G--RE-=E"'ME-=NT-=-:$~ ___________ ~
5. BUDGET CODE: ~ ____ ~
COST CENTER COST ELEMENT WBS/CIP PHASE
6.
7.
CITY PROJECT MANAGER'S NAMEIDEPARTMENT ~---
DESCRIPTION OF SCOPE OF SERVICES
MUST INCLUDE:
• WORK TO BE PERFORMED
• SCHEDULE OF WORK
• BASIS FOR PAYMENT & FEE SCHEDULE
• DELIVERABLES
• REIMBURSABLES (with "not to exceed" cost)
8. ATTACHMENTS: A: Scope of Services B: _____________ _
I hereby authorize tlte performance of
the work described above in tltis Task Order.
APPROVED:
CITY OF PALO ALTO
BY: ----------------------Name ____________ _
Title _____________ _
Date _____________ ~
14
I Itereby aclrnowledge receipt and acceptance
of this Task Order and warrant tltat I have
authority to sign on bcltalf of Consultant.
APPROVED:
COMPANY NAME: _______ _
BY: ____________ ___
Name _____________ _
Title. _____________ _
Da!e ______________ _
Professional Services
Rev. No\', 1,2011
Contract No. C13149369
EXHIBIT "B"
SCHEDULE OF PERFORMANCE
(Not Applicable)
l6
Contract No. C 13149369
Professional Services
Rev. Nov, 1,2011
EXHIBIT "C"
COMPENSATION
The CITY agrees to compensate the CONSULTANT for professional services performed in
accordance with the terms and conditions of this Agreement based on the hourly rate schedule
attached as Exhibit C-l.
The compensation to be paid to CONSULTANT under this Agreement for all services
described in Exhibit "A" ("Services") and reimbursable expenses shall not exceed $50,000.00.
CONSULT ANT agrees to complete all Services, including reimbursable expenses, within this
amount. In the event CITY authorizes any Additional Services, the maximum compensation
shall not exceed $50,000.00. Any work perfOlmed or expenses incUll'ed for which payment
would result in a total exceeding the maximum amount of compensation set fOlth herein shall
be at no cost to the CITY.
REIMBURSABLE EXPENSES
The administrative, overhead, secretarial time 01' secretarial overtime, word processing,
photocopying, in-house printing, insurance and other ordinalY business expenses are included
within the scope of payment for services and are not reimbursable expenses. CITY shall
reimburse CONSULTANT for the following reimbursable expenses at cost. Expenses for
which CONSULTANT shall be reimbursed are:
A. Travel outside the San Francisco Bay area, including transportation and meals, will be
reimbursed at actual cost subject to the City of Palo Alto's policy for reimbursement of travel
and meal expenses for City of Palo Alto employees.
B. Long distance telephone service charges, cellular phone service charges, facsimile
transmission and postage charges are reimbursable at actual cost.
All requests for payment of expenses shall be accompanied by appropriate backup information.
Any expense anticipated to be more than $0.00 shall be approved in advance by the CITY's
project manager.
ADDITIONAL SERVICES
The CONSULT ANT shall provide additional services only by advanced, written authorization
from the CITY. The CONSULTANT, at the CITY's project manager's request, shall submit a
detailed written proposal including a description of the scope of services, schedule, level of
effOlt, and CONSULTANT's proposed maximum compensation, including reimbursable
expenses, for such services based on the rates set fOlth in Exhibit C-l. The additional
services scope, schedule and maximum compensation shall be negotiated and agreed to in
writing by the CITY's Project Manager and CONSULTANT prior to commencement of the
services. Payment for additional services is subject to all requirements and restrictions in this
Agreement.
17
Contract No. C13149369
Professional Services
Rev. Nov. 1,2011
18
Contract No. C 13149369
Professional Services
Rev. Nov. 1,2011
Building Plan Review
EXHIBIT "C-l"
HOURLY RATE SCHEDULE
Our plan review fees may be calculated as a percentage of the Building Plan Review Fee collected by the City.
The fee compens~tion shoWn covers three total plan review cycles -the Initial plan review and up to two
rechecks. Any further review cycles which become necessary and reviews of revisions to approved plans
would be billed based upon a negotiated hourly rate. Please note that the fee for providing expedited plan
review would be negotiated prior to commencement of the review.
Complete Review
Project Valuation Structural Only (Structural, Life
Review Safety, EIM/P, Green,
Tltle 24 Energy)
Up to $3 million 45% 68%
Greater than $3 million 40% 63%
Expedited Projects As negotiated As negotiated
Please note that the pickup, shipment, and delivery of plan documents and other relevant correspondence to
aaencies Is Included in the above-noted cost.
18
Contmcl No. CI3149369
Professional Services
Rev Nov. 1,2011
Schedule of HOllrly Rate,s and Relmbursables
TRB+ provides selVlces on an hourly basis as noted in the hourly rate and'reimbursable schedule included
below:
Position
Principal/ Project Manager
Building Official •
Senior Plan Review Engineer/Architect
Senior Plans Examiner
Plan Review Engineer/Architect
Plans Examiner'
Permit Technician
Clerical/Admin
CASp Certified Inspector
SupelVlslng Inspector
Senior Inspector
Inspector
$135.00
$130.00
$125.00
$120.00
$110.00
$ 95.00
$ 60.00
$ 45.00
$135.00
$ 90.00
$ 80.00
$ 70.00
• Overtime will be billed at the rates shown above plus an additional 25 percent (Note that no overtime
will be charged without client authorization)
• Reimbursement for direct expenses, Incurred in connection with the work, will be at cost ptus fifteen
(15) percent.
• Reimbursement for employee-owned vehicles used in connection with the work will be at the rate of
$0.60 per mile.
• Other In-house charges for prints, reproductions and equipment use, etc. will be at standard company
rates.
19
Contract No. C13149369
Professional Services
Rev Nov, 1,2011
20
Contract No. C13149369
Professional Sen'ices
Rev Nov. 1,2011
EXIllBIT "D"
INSURANCE REQUIREMENTS
CONTRACTORS TO TIlE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR TIlE TERM OF TIlE CONTRACT OBTAIN
AND MAINTAIN INSURANCE IN THE AMOUNTS FOR TIlE COVERAGE SPECIFIED BELOW, AFFORDED DY COMPANIES WITHAM
BEST'S KEY RATING OF A-:VII, OR IDGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE DUSINESS IN TIlE
STATE OF CALIFORNIA.
AWARD IS CONTINGENT ON COMPLIANCE WITH CITY'S INSURANCE REQUIREMENTS AS SPECIFIED BELOW , :
MINIMUH LHHTS
REQUIRED TYPE OF COVERAGE REQUIREMENT EACH
YES
YES
YES
YES
YES
YES
OCCURRENCE AGGREGATE
WORKER'S COMPENSATION STATUTORY
EMPLOYER'S LIABILITY STATUTORY
BODILY INJURY SI,OOO,OOO $1,000,000
GENERAL LIABILITY, INCLUDING
PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE $1,000,000 $1,000,000
PROPERTY DAMAGE BLANKET
CONTRACTUAL, AND FIRE LEGAL BODILY INJURY & PROPERTY DAMAGE $1,000,000 $1,000,000
LIABILITY COMBINED.
BODILY INJURY $1,000,000 $1,000,000
-EACH PERSON $1,000,000 $1,000,000
-EACH OCCURRENCE $1,000,000 $1,000,000
AUTOMOBILE LIABILITY, INCLUDING
ALL OWNED, HIRED, NON-OWNED PROPERTY DAMAGE $1,000,000 $1,000,000
BODILY INJURY AND PROPERTY $1,000,000 $1,000,000
DAMAGE, COMBINED
PROFESSIONAL LIABILITY, INCLUDING,
ERRORS AND OMISSIONS,
MALPRACTICE (WHEN APPLICABLE),
AND NEGLIGENT PERFORMANCE ALL DAMAGES $1,000,000
THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT ITS SOLE COST AND EXPENSE,
SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT TIIROUGHOUTTIIE ENTIRE TERM OF ANY RESULT ANT AGREEMENT,
TIlE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND ITS SunCONSULTANTS, IF ANY, BUT
ALSO, MTH THE EXCEPTION OF WORKERS' COMPENSATION, EMPLOYER'S LIABILITY AND PROFESSIONAL INSURANCE, NAMING
AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES,
l. INSURANCE COVERAGE MUST INCLUDE:
A. A PROVISION FOR A WRITTEN THIRTY (30) DAY ADVANCE NOTICE TO CITY OF CHANGE IN
COVERAGE OR OF COVERAGE CANCELLATION; AND
B. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR
CONTRACTOR'S AGREEMENT TO INDEMNIFY CITY.
C. DEDUCTffiLE AMOUNTS IN EXCESS OF $5,000 REQUIRE CITY'S PRIOR APPROVAL.
II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE.
III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO "ADDITIONAL
INSUREDS"
A. PRIMARY COVERAGE
WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS
AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRffiUTING WITH ANY OTHER
INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS.
21
Contract No. C13149369
Professional Services
ReyNo\'. 1,2011
B. CROSS LIABILITY
THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS 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 NOT INCREASE THE TOTAL LIABILITY OF
THE COMPANY UNDER THIS POLICY.
C. NOTICE OF CANCELLATION
l. 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 WRITIEN NOTICE BEFORE THE EFFECTIVE DATE OF
CANCELLATION.
2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT
OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A TEN (10) DAY
WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.
NOTICES SHALL BE MAILED TO:
PURCHASING AND CONTRACT ADMINISTRATION
CITY OF PALO ALTO
P.O. BOX 10250
PALO ALTO, CA 94303
22
Contract No. C13149369
Professional Services
Rev No\'. I, 2011