HomeMy WebLinkAboutStaff Report 11255
City of Palo Alto (ID # 11255)
City Council Staff Report
Report Type: Consent Calendar Meeting Date: 6/22/2020
City of Palo Alto Page 1
Summary Title: Award PDS On-Call Contracts (Development Center)
Title: Approval of Six Contracts for On-Call Inspection and Plan Review
Services in a Combined Amount Not to Exceed $6,000,000 Over a Four-Year
and Six-Month Term Ending December 31, 2024 With: (1) 4Leaf, Inc.; (2)
TRB+Associates; (3) SAFEbuilt; (4) Shums Coda Associates; (5) Bureau Veritas;
and (6) Independent Code Consultants, Inc
From: City Manager
Lead Department: Planning and Development Services
Recommendation
Staff recommends that Council approve and authorize the City Manager or his designee to execute
the following six contracts. The total cumulative contract authority for all contracts combined is not
to exceed $6.0 million over a four-and-a-half-year term. The firms will provide on-call services to
support permit applications processing, performing plan reviews, and conduct inspections. Use of
these contracts must be consistent with the funding available in the Adopted Operating Budget(s).
The contracts are:
a. Contract C20177994 with 4Leaf, Inc.;
b. Contract C201709109 with TRB+ Associates;
c. Contract C20179107 with SAFEbuilt;
d. Contract C20179108 with Shums Coda Associates;
e. Contract C20179105 with Bureau Veritas, BV;
f. Contract C20179106 with Independent Code Consultants Inc., ICCI.
Executive Summary
The Planning and Development Services (PDS) Department uses on-call contracts to provide
building inspection and plan check services. These contracts were initially authorized in Fiscal
Year 2016 for a period of three years with options to extend for two additional one-year terms.
The City has exercised its options to extend and the current contracts will expire on June 30,
2020. In January 2020, the City released a Request for Proposals (RFP) for a competitive
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solicitation to identify firms best-suited to provide specific expertise on an as-needed basis.
Staff is proposing six contracts to begin July 1, 2020 for the term of four years and six months.
Approval of these contracts will ensure there are no gaps in services provided at the
Development Center, and the cost for these on-call services are offset by fees for service, as
listed in the Municipal Fee Schedule.
Given current financial constraints imposed by the COVID-19 pandemic, staff requests Council
approval for an initial, reduced, contract authority of up to $6.0 million. The Department
recommends a single not to exceed compensation pool to be shared among the six contracts,
allowing staff to draw on the contract best suited to meet the City’s needs without further
amendment of the contracts to shift capacity. As the economy improves, staff anticipates
returning to Council to request amendment of these contracts when the additional contract
authority becomes necessary. Staff negotiated with these firms resulting in a rate reduction for
most contracts in the range of 10 – 15% percent from the rates they initially proposed,
providing increased value for the City. No work will commence under these contracts unless
funding is available within the Adopted Operating Budget.
Background
On-call contracts provide expert service that is efficient, responsive, and available as needed.
Development Services relies on these contracts to provide needed expertise to meet the
fluctuating demand in processing permit applications, performing plan reviews, and conducting
inspections. The existing contracts with four vendors were initially approved by Council in
February 2016 for a combined amount not-to-exceed $7,700,000 over a three-year period. In
June 2019 (Staff Report #10351), City Council approved extending the existing contracts for an
additional year and increased the contract capacity by an additional $2,500,000 for a total not
to exceed amount of $10,200,000 through June 30, 2020.
Discussion
Development Services has historically maintained contracts with several firms to provide
contract support for processing permit applications, performing plan reviews, and conducting
inspections. Contractors provide flexibility necessary to respond to cyclical demands and
provide specialized knowledge or training in a particular field when required. This affords the
department the ability to quickly respond while maintaining high levels of customer service.
On January 27, 2020, staff issued an RFP to seek candidates that provide on-call services for
processing permit applications, performing plan reviews, conducting inspections, and green
building services. Eight firms responded, and the evaluation panel recommended six out of the
consultants, including three existing consultants (4Leaf Inc., SAFEBuilt, LLC, and Shums Coda
Associates), and three new consultants (Bureau Veritas, Independent Code Consultants, Inc.,
and TRB+Associates). Additionally, the evaluation panel determine that none of the firms were
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adequately qualified to successfully support the needs of the existing Green Building program.
As a result, the Department will return to Council to request amendment of the existing
contract with Integrated Designs 360 for one additional year and will issue another Request for
Proposal for Green Building services this upcoming fiscal year.
The selection of awardees was based on the strength of proposal, experience and expertise
with the work required, understanding of Palo Alto and State Code, ability to provide quality
control checks, qualified staff, customer service, and total cost to the City. The negotiated
contracts are included as an attachment to this report. The total recommended capacity for all
six contracts over four-and-a-half years is $6,000,000. The recommended contract capacity will
allow the department to maintain a minimum level of staffing to provide reviews for building
and fire code compliance over initial period of these contracts. Due to current budget
constraints, staff reached out to the firms to renegotiate their initially proposed rates; all firms
responded with reductions mostly in the 10-15% rate reduction for Fiscal Year 2021. The
Department is expected to return to Council in the upcoming years to amend the contract
authority amount when needed.
Although the Department’s expected full capacity needs may require up to $7.4 million over the
next four-and-a-half years, staff is recommending a multi-phased approach in requesting the
approval of contract capacity from Council, in light of the uncertainty related to the COVID-19
economic impact. Initially, the Department projected the total contract value to be up to about
$12.1M; however, as part of the FY2021 budget development process, the Department
proposed reductions in the use of consultant building inspection services and a Development
Center front desk receptionist. Once approved, this action will result in a projected savings of
about $4.7 million over the next four-and-a-half years, which is reflected in the updated
expected total contract capacity of $7.4 million.
Resource Impact
Approval of the recommended contracts will allow the department to continue utilizing
consultants for specific expertise. Use of consultants for specific assistance is an efficient and
effective use of resources, allowing the department to quickly access needed technical skills.
Staff renegotiated the rates, which resulted in about 10-15% rate reductions over the originally
proposed rates for Fiscal Year 2021. The cost of the contracts is offset by fees collected by the
department for application processing, consistent with the Adopted Municipal Fee Schedule.
Fiscal Year 2020 contracts are budgeted in the Planning and Development Services department.
For Fiscal Year 2021, funding for these contracts is subject to the City Council approval of the
Fiscal Year 2021 Operating Budget.
Use of contractors for development services work is contingent on (1) approved contracts with
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capacity to support the required scope; and (2) availability of funding in the department’s
approved budget. No work will be assigned to consultants under these contracts unless there is
sufficient operating budget to cover the costs
Stakeholder Engagement
Staff in the Planning and Development and Public Works Departments participated in the
development of the selection criteria, drafting of the RFP, review of proposal, and conducted
interviews with top firms. Following assessment and discussion by the internal panel, formal
recommendations to award contracts to multiple firms were made. No additional outreach was
necessary.
Policy Implications
Approval of these awards will allow Planning and Development Services Department to
continue meeting service delivery goals established as part of the Development Center
Blueprint initiative.
Environmental Review
Approval of these contracts is not a project under the California Environmental Quality Act
(CEQA) and therefore no environmental review is required.
Attachments:
Attachment A: Contract No. C20177994 with 4Leaf
Attachment B: Contract No. C20179109 with TRB and Associates Inc
Attachment C: Contract No. C20179107 with SAFEbuilt LLC
Attachment D: Contract No. C20179108 with Shums Coda Associates
Attachment E: Contract No. C20179105 with Bureau Veritas North America Inc
Attachment F: Contract No. C20179106 with Independent Code Consultants
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CITY OF PALO ALTO CONTRACT NO. C20177994
AGREEMENT BETWEEN THE CITY OF PALO ALTO AND 4LEAF, INC FOR PROFESSIONAL SERVICES
This Agreement is entered into on this 22nd day of June, 2020, (“Agreement”) by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and 4LEAF, INC, a California corporation, located at 2126 Rheem Drive, Pleasanton, CA 94588 ("CONSULTANT").
RECITALS The following recitals are a substantive portion of this Agreement.
A. CITY intends to solicit On-Call Development Services Inspections and Plan Review
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 at
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
Services will be authorized by CITY, as needed, with a Task Order assigned and approved by CITY’s Project Manager. Each Task Order shall be in substantially the same form as Exhibit A-1. 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 CITY may elect, but is not required, to authorize work up to the maximum compensation amount set forth in Section 4.
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SECTION 2. TERM. The term of this Agreement shall be from the date of its full execution through December 31, 2024
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 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” (“Basic Services”), and reimbursable expenses, shall not exceed Six Million Dollars ($6,000,000.00). CONSULTANT
agrees to complete all Basic Services, including reimbursable expenses, within this amount;
provided however CONSULTANT acknowledges that the compensation paid to be likely will be less than $6,000,000.00 as CITY has appropriated that amount to payments to be made under six Agreements, of which this Agreement is one. The six Agreements shall be administered by Planning and Development Services to ensure that the total aggregate of compensation paid for
these six Agreements will not exceed Six Million Dollars ($6,000,000.00). The applicable rates
and schedule of payment are set out at Exhibit “C-1”, entitled “SCHEDULE OF RATES,” which is attached to and made a part of this Agreement. 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.
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 at 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 performed by CONSULTANT or under CONSULTANT’s supervision. CONSULTANT represents that it possesses the professional and technical personnel necessary to perform the
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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. 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 is solely responsible for costs,
including, but not limited to, increases in the cost of Services, arising from or caused by CONSULTANT’s errors and omissions, including, but not limited to, the costs of corrections of such errors and omissions, any change order markup costs, or costs arising from delay caused by the errors and omissions or unreasonable delay in correcting the errors and omissions.
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 CITY’s stated construction budget, CONSULTANT shall make recommendations to
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 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. 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.
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CONSULTANT 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 Chuck Venook
as the Project Supervisor 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 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.
CITY’s project manager is Evon Ballash, Development Services, 250 Hamilton Ave, Palo Alto, CA 94301, Telephone: (650) 329-2223. The project manager will be CONSULTANT’s point of contact with respect to performance, progress and execution of the Services. 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.
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
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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 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
"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 concurrent-ly 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 Chief Procurement Officer 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
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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, 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 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
Post Office Box 10250
Palo Alto, CA 94303 With a copy to the Purchasing Manager
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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 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 due to that person’s race, skin color, gender, gender identity, age, religion, disability, national origin, ancestry, sexual orientation, pregnancy, genetic information or condition, 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
Preferred Purchasing policies which are available at 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 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: (a) 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 of 30% or greater post-consumer content paper, unless otherwise
approved by 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. (b) Goods purchased by CONSULTANT on behalf of CITY shall be purchased in
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accordance with 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 Division’s office.
(c) Reusable/returnable pallets shall be taken back by CONSULTANT, at no additional cost to 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. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE. CONSULTANT shall comply with all requirements of the Palo Alto Municipal Code Chapter 4.62 (Citywide Minimum Wage), as it may be amended from time to time. In particular, for any employee otherwise entitled to the State minimum wage, who performs at least two (2) hours of
work in a calendar week within the geographic boundaries of the City, CONSULTANT shall pay
such employees no less than the minimum wage set forth in Palo Alto Municipal Code section 4.62.030 for each hour worked within the geographic boundaries of the City of Palo Alto. In addition, CONSULTANT shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code section 4.62.060.
SECTION 25. NON-APPROPRIATION 25.1. 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 26. PREVAILING WAGES AND DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS CONSULTANT is not required to pay prevailing wages in the performance and implementation
of the Project in accordance with SB 7 if the contract is not a public works contract, if the contract
does not include a public works construction project of more than $25,000, or the contract does not include a public works alteration, demolition, repair, or maintenance (collectively, ‘improvement’) project of more than $15,000.
SECTION 27. MISCELLANEOUS PROVISIONS. 27.1. This Agreement will be governed by the laws of the State of California.
27.2. 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. 27.3. The prevailing party in any action brought to enforce the provisions of this
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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. 27.4. 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.
27.5. 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.
27.6. 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.
27.7. 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.
27.8 In the event of a conflict between the terms of this Agreement and the
exhibits hereto or CONSULTANT’s proposal (if any), the Agreement shall control. In the case of any conflict between the exhibits hereto and CONSULTANT’s proposal, the exhibits shall control. 27.9 If, pursuant to this Agreement 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 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.
27.10 All unchecked boxes do not apply to this Agreement.
27.11 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. 27.12 This Agreement may be signed in multiple counterparts, which shall, when
executed by all the parties, constitute a single binding agreement.
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CONTRACT No. C2017994 SIGNATURE PAGE
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
APPROVED AS TO FORM:
__________________________
City Attorney or designee
4LEAF, INC
By:
Name:
Title:
By:
Name:
Title:
Attachments: EXHIBIT “A”: SCOPE OF SERVICES EXHIBIT “A-1” PROFESSIONAL SERVICES TASK ORDER (for on-call contracts only)
EXHIBIT “B”: SCHEDULE OF PERFORMANCE (Not Applicable)
EXHIBIT “C”: COMPENSATION EXHIBIT “C-1”: SCHEDULE OF RATES EXHIBIT “D”: INSURANCE REQUIREMENTS
Vice President
Gene Barry
President
Kevin Duggan
Professional Services Rev. April 27, 2018 11
EXHIBIT “A” SCOPE OF SERVICES
CONSULTANT shall ensure that all contract staff assigned to work under this scope shall complete and
file a Form 700, Statement of Economic Interests, which can be found at
http://www.fppc.ca.gov/Form700.html. This requirement is consistent with the City of Palo Alto’s
Conflict of Interest Code and the California Political Reform Act.
On-Call Development Services Support
The Planning and Development Services Department utilizes outside firms on an on-call basis for
professional services consisting of Permit Processing, Plan Check, and Inspection services. Consultant
staff shall work under the supervision of the Lead as assigned by the consultant firm, in consultation
with the Chief Building Official, Fire Marshall or designee. Consultant Lead shall act as a project
manager and liaison between CITY and consultant staff.
When requested to provide additional assistance, CONSULTANT shall provide to CITY resumes (including
licenses and other credentials) of all individuals proposed to perform requested services. CITY retains
the right to reject any or all of consultant’s staff. CONSULTANT shall provide personnel capable of
reviewing and providing recommendations to written City guidelines. CONSULTANT shall make contract
personnel available for emergency response at the same hourly rates as conditions specified in this
agreement.
CONSULTANT shall be responsible for providing all equipment and training necessary to perform the
work, unless otherwise directed by CITY. Travel costs to and from City offices will not be reimbursed.
Travel outside the Bay Area, if required, 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.
CONSULTANT shall ensure, at their sole expense, that consultant staff maintain certifications required to
perform the services requested by CITY. Training is the responsibility of CONSULTANT where staff must
maintain training and certifications as required by State regulations and consistent with ISO -Level 1
requirements and training on the City’s local amendments to city code. CONSULTANT is responsible for
providing IT security, ethics, and harassment training to assigned staff that complies with the standards
of the CITY. CONSULTANT shall not charge the CITY for training, time in training, or any expenses related
to training.
Invoices shall be submitted electronically to PCEContracts@cityofpaloalto.org. If the proposal includes
subconsultants, the proposal will clearly indicate all overhead costs included for overseeing the
subcontract. Reimbursable expenses shall be reimbursed at cost.
CONSULTANT shall provide personnel capable of reviewing and providing recommendations to written
City inspection guidelines. For consistency in proposal review, proposals should include specific hourly
rates per year (no ranges) for the following positions, if applicable to the proposal:
Temporary Chief Building Official
Temporary Deputy or Assistant Chief Building Official
On-Site Inspection Manager (Contract Lead)
Professional Services Rev. April 27, 2018 12
On-Site Plan Review Manager (Contract Lead)
Off-Site Plan Review - Structural
Off-Site Plan Review – Non-Structural
On-Site Plan Review - Structural
On-Site Plan Review – Non-Structural
Commercial Building Inspector - Combination
Residential Building Inspector - Combination
Permit Technician
Engineering Technician
Civil Engineer
Inspector of Record (including DSA or OSHPD)
Code Enforcement Officer
Administrative/Customer Service Staff
Senior Fire Inspector
Fire Inspector
Senior Fire Plan Reviewer
Fire Plan Reviewer
Hourly overtime rate
Permit Processing Services
CONSULTANT shall be responsible for providing permit-technician, clerical and/or administrative
services as requested by CITY on an as-needed basis. Assigned consultant staff shall possess the
knowledge, skills, and abilities to perform any combination of the following functions:
1. Enter permit and related data into the Accela permit tracking system;
2. Research, compile and prepare various reports and graphics;
3. Assist the general public at the front counter or by phone/email regarding building, planning,
engineering and fire permit requirements, application and permit fees, application filing
procedures and processing, and permit status;
4. 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;
5. Review application materials for compliance with conditions of project approval; route plans to
other City department for review;
6. Approve and issue minor permits; research and respond to public inquiries;
7. Build and maintain positive working relationships with co-workers, City staff and the public using
principles of good customer service;
8. Assists in general office duties, such as filing, typing, preparing plans for permit issuance and
other related services as assigned.
Plan Review Services
CONSULTANT shall be responsible for providing plan check services as requested by CITY on an as
needed basis with the knowledge, skills and abilities to perform the following services.
1. Initial plan review of project plans and other related documents submitted in conjunction with
applications for building permits to determine compliance with the adopted code, applicable
laws, regulations, ordinances, and City policies. The services shall include, but not be limited to,
review of the following, as applicable to each project: architectural, structural, electrical,
mechanical, and plumbing plans; structural calculations; accessibility compliance; fire and life
Professional Services Rev. April 27, 2018 13
safety components; civil plans, excavation and grading applications; geotechnical reports related
to structural design; green building and energy code compliance documentation and deferred
submittal items.
2. Provide the applicant’s designee and the City a typed list of items needing clarification or change
to achieve conformance with the above regulations.
3. Provide sufficient communication with the applicant’s designee(s), either by telephone, email,
mail, or meeting and perform all necessary plan reviews to achieve conformance to the
regulations.
4. Perform plan reviews of revisions to plans that have previously been approved for permit
issuance.
5. Provide Consultant Lead/Plan Review Project Manager with periodic reports on the plan review
status for all assigned projects.
Inspection Services
CONSULTANT shall be responsible for providing inspection services as requested by CITY on an as-
needed basis with the knowledge, skills and abilities to perform the following services:
1. Inspections and re-inspections for building permits to determine compliance with adopted
codes, applicable laws, regulations, ordinances, and City policies. The services shall include, but
not be limited to review of the following as applicable to each project: architectural, structural,
electrical, mechanical, and plumbing plans; structural calculations; accessibility compliance; fire
and life safety components; geotechnical reports related to structural design; green building and
energy code compliance documentation and deferred submittal items.
2. Coordinate assigned inspection and re-inspection requests.
3. Enter inspection records into the Accela permit tracking system. Maintain inspection records for
assigned projects as determined by the City.
Professional Services Rev. April 27, 2018 14
EXHIBIT “A-1” PROFESSIONAL SERVICES TASK ORDER
Consultant hereby agrees to perform the work detailed below in accordance with all the terms and conditions of the Agreement referenced in Item 1A 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. ISSUE DATE Purchase Requisition No. 1A. MASTER AGREEMENT NUMBER 1B. TASK ORDER NO. 2. CONSULTANT 3. PERIOD OF PERFORMANCE: START: COMPLETION: 4 TOTAL TASK ORDER PRICE: $__________________ BALANCE REMAINING IN MASTER AGREEMENT $__________________________________ 5. BUDGET CODE: _______________ COST CENTER_________________ COST ELEMENT______________ WBS/CIP___ _______PHASE___ 6. CITY PROJECT MANAGER’S NAME/DEPARTMENT_________________________________________ 7. 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 I hereby acknowledge receipt and acceptance the work described above in this Task Order. of this Task Order and warrant that I have authority to sign on behalf of Consultant. APPROVED: APPROVED: CITY OF PALO ALTO COMPANY NAME: ______________________ BY:__________________________________ BY:____________________________________ Name ________________________________ Name __________________________________ Title_________________________________ Title___________________________________ Date _________________________________ Date ___________________________________
Professional Services Rev. April 27, 2018 15
EXHIBIT “B” SCHEDULE OF PERFORMANCE
(Not Applicable)
Professional Services Rev. April 27, 2018 16
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-1.
The compensation to be paid to CONSULTANT under this Agreement for all services, additional services, and reimbursable expenses shall not exceed the amount(s) stated in Section 4 of this Agreement. CONSULTANT agrees to complete all Services and
Additional Services, including reimbursable expenses, within this/these amount(s). Any
work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth in this Agreement 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. Mileage, driven during the course of Palo Alto business will be charged at the IRS Rate + 20%
All requests for payment of expenses shall be accompanied by appropriate backup information. Any expense anticipated to be more than $100.00 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-1. 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.
Professional Services Rev. April 27, 2018 17
EXHIBIT “C-1” SCHEDULE OF RATES
These rates shall be subject to review periodically and may change if agreed upon by both parties.
Title Hourly Rate
Temporary Deputy or
Assistant Building Official
$133.00
On-Site Inspection Manager
(Contract Lead)
$128.25
On-Site Plan Review Manager
(Contract Lead)
$128.25
Off-Site Plan Review - Structural
$118.75
Off-Site Plan Review - Non-Structural
$104.50
On-Site Plan Review - Structural
$123.50
On-Site Plan Review - Non-Structural
$104.50
Commercial Building Inspector -
Combination
$94.50
Trainee 3 mons - $91.80
Residential Building Inspector -
Combination
$85.50
Trainee 3 mos – $80.75
Permit Technician
$72
Trainee 3 mos – 89.25
Engineering Technician
$63
Trainee 3 mos – 59.50
Civil Engineering
$157
Professional Services Rev. April 27, 2018 18
Inspector of Record
(including DSA or OSHPD)
$144
Code Enforcement
$85.50
Trainee 3 mos - $80.75
Administrative/Customer Service Staff
$54
Trainee 3 mos – $51.00
Senior Fire Inspector
$123.50
Senior Fire Plans Reviewer
$123.50
Fire Plans Reviewer
$104.50
Trainee 3 mos - $93.50
Hourly overtime rate 1.5X
BASIS OF CHARGES
• All invoicing will be submitted monthly.
• Work is subject to 4-hour minimum charges unless stated otherwise. Services billed in 4-hour increments.
• 4LEAF assumes that these rates reflect the 2020-2021 contract period. Escalation not to exceed 3% for 2022 and 2023 is negotiable per market conditions. Escalation in rates must be agreed upon by both parties.
• Overtime and Premium time will be charged as follows:
- Nighttime (work begun after 4PM or before 5AM) 1.125 x hourly rate
- Overtime (over 8‐hour M‐F or Saturdays) 1.5 x hourly rate
- Overtime (over 8 hours Sat or 1st 8‐hour Sun) 2 x hourly rate
- Overtime (over 8 hours Sun or Holidays) 3 x hourly rate
• Overtime will only be billed with prior authorization of the Chief Building Official, Public Works Director, or other responsible designated City personnel.
• Rates are inclusive of City required training obligations. 4LEAF will pay the time and materials of our scheduled personnel up to 40 hours per prorated year. No credits will be provided. It is assumed all training is available locally.
• All training requires written approval from Off-Site Project Manager.
• All work with less than 8 hours rest between shifts will be charged the appropriate overtime rate.
• 4LEAF will provide a company issued vehicle, insurance, and gas card to its inspection personnel on-site.
• 4LEAF will purchase parking passes one-time annually per assigned staff member. This assumes passes are available at $806 per pass. Should this rate increase, 4LEAF reserves the right to negotiate the hourly rate to reflect the increase. It also assumes parking passes are transferable.
• Mileage, driven during the course of Palo Alto business will be charged at cost plus 20%.
Professional Services Rev. April 27, 2018 19
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:
REQUIRED TYPE OF COVERAGE REQUIREMENT MINIMUM LIMITS
EACH OCCURRENCE AGGREGATE
YES YES
WORKER’S COMPENSATION EMPLOYER’S LIABILITY STATUTORY STATUTORY
YES GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL LIABILITY
BODILY INJURY PROPERTY DAMAGE BODILY INJURY & PROPERTY DAMAGE COMBINED.
$1,000,000 $1,000,000 $1,000,000
$1,000,000 $1,000,000 $1,000,000
YES AUTOMOBILE LIABILITY, INCLUDING ALL OWNED, HIRED, NON-OWNED
BODILY INJURY - EACH PERSON - EACH OCCURRENCE PROPERTY DAMAGE BODILY INJURY AND PROPERTY DAMAGE, COMBINED
$1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000
$1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000
YES PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE
ALL DAMAGES $1,000,000 YES 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 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 EMPLOYEES.
I. INSURANCE COVERAGE MUST INCLUDE: A. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR’S AGREEMENT TO INDEMNIFY CITY. II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE AT
THE FOLLOWING URL: https://www.planetbids.com/portal/portal.cfm?CompanyID=25569.
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. 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
Professional Services Rev. April 27, 2018 20
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 CONSULTANT 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 CONSULTANT SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.
VENDORS ARE REQUIRED TO FILE THEIR EVIDENCE OF INSURANCE AND ANY OTHER RELATED NOTICES WITH THE CITY OF PALO ALTO AT THE FOLLOWING URL:
HTTPS://WWW.PLANETBIDS.COM/PORTAL/PORTAL.CFM?COMPANYID=25569
OR
HTTP://WWW.CITYOFPALOALTO.ORG/GOV/DEPTS/ASD/PLANET_BIDS_HOW_TO.ASP
Certificate Of Completion
Envelope Id: C0C9A34DFF4741E69A6156B4FA4BE862 Status: Completed
Subject: Please DocuSign: C20177994 4Leaf - 06052020.pdf
Source Envelope:
Document Pages: 20 Signatures: 2 Envelope Originator:
Certificate Pages: 2 Initials: 0 Terry Loo
AutoNav: Enabled
EnvelopeId Stamping: Disabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
250 Hamilton Ave
Palo Alto , CA 94301
Terry.Loo@CityofPaloAlto.org
IP Address: 199.33.32.254
Record Tracking
Status: Original
6/8/2020 11:50:54 AM
Holder: Terry Loo
Terry.Loo@CityofPaloAlto.org
Location: DocuSign
Security Appliance Status: Connected Pool: StateLocal
Storage Appliance Status: Connected Pool: City of Palo Alto Location: DocuSign
Signer Events Signature Timestamp
Gene Barry
gbarry@4leafinc.com
Vice President
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 73.223.58.101
Signed using mobile
Sent: 6/8/2020 11:55:48 AM
Viewed: 6/8/2020 12:04:04 PM
Signed: 6/8/2020 12:06:36 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Kevin Duggan
kduggan@4leafinc.com
President
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 68.65.68.30
Sent: 6/8/2020 12:06:38 PM
Viewed: 6/8/2020 12:07:47 PM
Signed: 6/8/2020 12:08:15 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Sarah McRee
Sarah.McRee@CityofPaloAlto.org
Senior Management Analyst
City of Palo Alto
Security Level: Email, Account Authentication
(None)
Sent: 6/8/2020 12:08:18 PM
Viewed: 6/8/2020 1:02:09 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Carbon Copy Events Status Timestamp
Sherry Nikzat
sherry.nikzat@cityofpaloalto.org
Sr. Management Analyst
City of Palo Alto
Security Level: Email, Account Authentication
(None)
Sent: 6/8/2020 12:08:18 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 6/8/2020 12:08:18 PM
Certified Delivered Security Checked 6/8/2020 12:08:18 PM
Signing Complete Security Checked 6/8/2020 12:08:18 PM
Completed Security Checked 6/8/2020 12:08:18 PM
Payment Events Status Timestamps
Professional Services Rev. April 27, 2018 1
CITY OF PALO ALTO CONTRACT NO. C20179109
AGREEMENT BETWEEN THE CITY OF PALO ALTO AND TRB AND ASSOCIATES, INC. FOR PROFESSIONAL SERVICES
This Agreement is entered into on this 22nd day of June, 2020, (“Agreement”) by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and TRB AND ASSOCIATES, INC., a California corporation, located at 3180 Crow Canyon Place, Suite 216, San Ramon, CA 94583 ("CONSULTANT").
RECITALS The following recitals are a substantive portion of this Agreement.
A. CITY intends to solicit On-Call Development Services Inspections and Plan Review
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 at
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
Services will be authorized by CITY, as needed, with a Task Order assigned and approved by CITY’s Project Manager. Each Task Order shall be in substantially the same form as Exhibit A-1. 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 CITY may elect, but is not required, to authorize work up to the maximum compensation amount set forth in Section 4.
Professional Services Rev. April 27, 2018 2
SECTION 2. TERM. The term of this Agreement shall be from the date of its full execution through December 31, 2024
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 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” (“Basic Services”), and reimbursable expenses, shall not exceed Six Million Dollars ($6,000,000.00). CONSULTANT
agrees to complete all Basic Services, including reimbursable expenses, within this amount;
provided however CONSULTANT acknowledges that the compensation paid to be likely will be less than $6,000,000.00 as CITY has appropriated that amount to payments to be made under six Agreements, of which this Agreement is one. The six Agreements shall be administered by Planning and Development Services to ensure that the total aggregate of compensation paid for
these six Agreements will not exceed Six Million Dollars ($6,000,000.00). The applicable rates
and schedule of payment are set out at Exhibit “C-1”, entitled “SCHEDULE OF RATES,” which is attached to and made a part of this Agreement. 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.
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 at 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 performed by CONSULTANT or under CONSULTANT’s supervision. CONSULTANT represents that it possesses the professional and technical personnel necessary to perform the
Professional Services Rev. April 27, 2018 3
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. 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 is solely responsible for costs,
including, but not limited to, increases in the cost of Services, arising from or caused by CONSULTANT’s errors and omissions, including, but not limited to, the costs of corrections of such errors and omissions, any change order markup costs, or costs arising from delay caused by the errors and omissions or unreasonable delay in correcting the errors and omissions.
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 CITY’s stated construction budget, CONSULTANT shall make recommendations to
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 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. 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.
Professional Services Rev. April 27, 2018 4
CONSULTANT 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 Todd Bailey as
the Principal 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 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.
CITY’s project manager is Evon Ballash, Development Services, 250 Hamilton Ave, Palo Alto, CA 94301, Telephone: (650) 329-2223. The project manager will be CONSULTANT’s point of contact with respect to performance, progress and execution of the Services. 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.
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
Professional Services Rev. April 27, 2018 5
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 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
"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 concurrent-ly 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 Chief Procurement Officer 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
Professional Services Rev. April 27, 2018 6
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, 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 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
Post Office Box 10250
Palo Alto, CA 94303 With a copy to the Purchasing Manager
Professional Services Rev. April 27, 2018 7
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 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 due to that person’s race, skin color, gender, gender identity, age, religion, disability, national origin, ancestry, sexual orientation, pregnancy, genetic information or condition, 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
Preferred Purchasing policies which are available at 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 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: (a) 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 of 30% or greater post-consumer content paper, unless otherwise
approved by 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. (b) Goods purchased by CONSULTANT on behalf of CITY shall be purchased in
Professional Services Rev. April 27, 2018 8
accordance with 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 Division’s office.
(c) Reusable/returnable pallets shall be taken back by CONSULTANT, at no additional cost to 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. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE. CONSULTANT shall comply with all requirements of the Palo Alto Municipal Code Chapter 4.62 (Citywide Minimum Wage), as it may be amended from time to time. In particular, for any employee otherwise entitled to the State minimum wage, who performs at least two (2) hours of
work in a calendar week within the geographic boundaries of the City, CONSULTANT shall pay
such employees no less than the minimum wage set forth in Palo Alto Municipal Code section 4.62.030 for each hour worked within the geographic boundaries of the City of Palo Alto. In addition, CONSULTANT shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code section 4.62.060.
SECTION 25. NON-APPROPRIATION 25.1. 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 26. PREVAILING WAGES AND DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS CONSULTANT is not required to pay prevailing wages in the performance and implementation
of the Project in accordance with SB 7 if the contract is not a public works contract, if the contract
does not include a public works construction project of more than $25,000, or the contract does not include a public works alteration, demolition, repair, or maintenance (collectively, ‘improvement’) project of more than $15,000.
SECTION 27. MISCELLANEOUS PROVISIONS. 27.1. This Agreement will be governed by the laws of the State of California.
27.2. 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. 27.3. The prevailing party in any action brought to enforce the provisions of this
Professional Services Rev. April 27, 2018 9
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. 27.4. 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.
27.5. 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.
27.6. 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.
27.7. 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.
27.8 In the event of a conflict between the terms of this Agreement and the
exhibits hereto or CONSULTANT’s proposal (if any), the Agreement shall control. In the case of any conflict between the exhibits hereto and CONSULTANT’s proposal, the exhibits shall control. 27.9 If, pursuant to this Agreement 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 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.
27.10 All unchecked boxes do not apply to this Agreement.
27.11 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. 27.12 This Agreement may be signed in multiple counterparts, which shall, when
executed by all the parties, constitute a single binding agreement.
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CONTRACT No. C20179109 SIGNATURE PAGE
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
APPROVED AS TO FORM:
__________________________
City Attorney or designee
TRB AND ASSOCIATES, INC.
By:
Name:
Title:
Attachments: EXHIBIT “A”: SCOPE OF SERVICES EXHIBIT “A-1” PROFESSIONAL SERVICES TASK ORDER (for on-call contracts only)
EXHIBIT “B”: SCHEDULE OF PERFORMANCE (Not Applicable)
EXHIBIT “C”: COMPENSATION EXHIBIT “C-1”: SCHEDULE OF RATES EXHIBIT “D”: INSURANCE REQUIREMENTS
Todd Bailey
President and Secretary
Professional Services Rev. April 27, 2018 11
EXHIBIT “A” SCOPE OF SERVICES
CONSULTANT shall ensure that all contract staff assigned to work under this scope shall complete and
file a Form 700, Statement of Economic Interests, which can be found at
http://www.fppc.ca.gov/Form700.html. This requirement is consistent with the City of Palo Alto’s
Conflict of Interest Code and the California Political Reform Act.
On-Call Development Services Support
The Planning and Development Services Department utilizes outside firms on an on-call basis for
professional services consisting of Permit Processing, Plan Check, and Inspection services. Consultant
staff shall work under the supervision of the Lead as assigned by the consultant firm, in consultation
with the Chief Building Official, Fire Marshall or designee. Consultant Lead shall act as a project
manager and liaison between CITY and consultant staff.
When requested to provide additional assistance, CONSULTANT shall provide to CITY resumes (including
licenses and other credentials) of all individuals proposed to perform requested services. CITY retains
the right to reject any or all of consultant’s staff. CONSULTANT shall provide personnel capable of
reviewing and providing recommendations to written City guidelines. CONSULTANT shall make contract
personnel available for emergency response at the same hourly rates as conditions specified in this
agreement.
CONSULTANT shall be responsible for providing all equipment and training necessary to perform the
work, unless otherwise directed by CITY. Travel costs to and from City offices will not be reimbursed.
Travel outside the Bay Area, if required, 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.
CONSULTANT shall ensure, at their sole expense, that consultant staff maintain certifications required to
perform the services requested by CITY. Training is the responsibility of CONSULTANT where staff must
maintain training and certifications as required by State regulations and consistent with ISO -Level 1
requirements and training on the City’s local amendments to city code. CONSULTANT is responsible for
providing IT security, ethics, and harassment training to assigned staff that complies with the standards
of the CITY. CONSULTANT shall not charge the CITY for training, time in training, or any expenses related
to training.
Invoices shall be submitted electronically to PCEContracts@cityofpaloalto.org. If the proposal includes
subconsultants, the proposal will clearly indicate all overhead costs included for overseeing the
subcontract. Reimbursable expenses shall be reimbursed at cost.
CONSULTANT shall provide personnel capable of reviewing and providing recommendations to written
City inspection guidelines. For consistency in proposal review, proposals should include specific hourly
rates per year (no ranges) for the following positions, if applicable to the proposal:
Temporary Chief Building Official
Professional Services Rev. April 27, 2018 12
Temporary Deputy or Assistant Chief Building Official
On-Site Inspection Manager (Contract Lead)
On-Site Plan Review Manager (Contract Lead)
Off-Site Plan Review - Structural
Off-Site Plan Review – Non-Structural
On-Site Plan Review - Structural
On-Site Plan Review – Non-Structural
Commercial Building Inspector - Combination
Residential Building Inspector - Combination
Permit Technician
Engineering Technician
Civil Engineer
Inspector of Record (including DSA or OSHPD)
Code Enforcement Officer
Administrative/Customer Service Staff
Senior Fire Inspector
Fire Inspector
Senior Fire Plan Reviewer
Fire Plan Reviewer
Hourly overtime rate
Permit Processing Services
CONSULTANT shall be responsible for providing permit-technician, clerical and/or administrative
services as requested by CITY on an as-needed basis. Assigned consultant staff shall possess the
knowledge, skills, and abilities to perform any combination of the following functions:
1. Enter permit and related data into the Accela permit tracking system;
2. Research, compile and prepare various reports and graphics;
3. Assist the general public at the front counter or by phone/email regarding building, planning,
engineering and fire permit requirements, application and permit fees, application filing
procedures and processing, and permit status;
4. 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;
5. Review application materials for compliance with conditions of project approval; route plans to
other City department for review;
6. Approve and issue minor permits; research and respond to public inquiries;
7. Build and maintain positive working relationships with co-workers, City staff and the public using
principles of good customer service;
8. Assists in general office duties, such as filing, typing, preparing plans for permit issuance and
other related services as assigned.
Plan Review Services
CONSULTANT shall be responsible for providing plan check services as requested by CITY on an as
needed basis with the knowledge, skills and abilities to perform the following services.
1. Initial plan review of project plans and other related documents submitted in conjunction with
applications for building permits to determine compliance with the adopted code, applicable
laws, regulations, ordinances, and City policies. The services shall include, but not be limited to,
Professional Services Rev. April 27, 2018 13
review of the following, as applicable to each project: architectural, structural, electrical,
mechanical, and plumbing plans; structural calculations; accessibility compliance; fire and life
safety components; civil plans, excavation and grading applications; geotechnical reports related
to structural design; green building and energy code compliance documentation and deferred
submittal items.
2. Provide the applicant’s designee and the City a typed list of items needing clarification or change
to achieve conformance with the above regulations.
3. Provide sufficient communication with the applicant’s designee(s), either by telephone, email,
mail, or meeting and perform all necessary plan reviews to achieve conformance to the
regulations.
4. Perform plan reviews of revisions to plans that have previously been approved for permit
issuance.
5. Provide Consultant Lead/Plan Review Project Manager with periodic reports on the plan review
status for all assigned projects.
Inspection Services
CONSULTANT shall be responsible for providing inspection services as requested by CITY on an as-
needed basis with the knowledge, skills and abilities to perform the following services:
1. Inspections and re-inspections for building permits to determine compliance with adopted
codes, applicable laws, regulations, ordinances, and City policies. The services shall include, but
not be limited to review of the following as applicable to each project: architectural, structural,
electrical, mechanical, and plumbing plans; structural calculations; accessibility compliance; fire
and life safety components; geotechnical reports related to structural design; green building and
energy code compliance documentation and deferred submittal items.
2. Coordinate assigned inspection and re-inspection requests.
3. Enter inspection records into the Accela permit tracking system. Maintain inspection records for
assigned projects as determined by the City.
Professional Services Rev. April 27, 2018 14
EXHIBIT “A-1”
PROFESSIONAL SERVICES TASK ORDER
Consultant hereby agrees to perform the work detailed below in accordance with all the terms and conditions of the Agreement referenced in Item 1A 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. ISSUE DATE Purchase Requisition No. 1A. MASTER AGREEMENT NUMBER 1B. TASK ORDER NO. 2. CONSULTANT 3. PERIOD OF PERFORMANCE: START: COMPLETION: 4 TOTAL TASK ORDER PRICE: $__________________ BALANCE REMAINING IN MASTER AGREEMENT $__________________________________ 5. BUDGET CODE: _______________
COST CENTER_________________ COST ELEMENT______________ WBS/CIP___ _______PHASE___ 6. CITY PROJECT MANAGER’S NAME/DEPARTMENT_________________________________________
7. 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 I hereby acknowledge receipt and acceptance the work described above in this Task Order. of this Task Order and warrant that I have authority to sign on behalf of Consultant. APPROVED: APPROVED:
CITY OF PALO ALTO COMPANY NAME: ______________________ BY:__________________________________ BY:____________________________________ Name ________________________________ Name __________________________________ Title_________________________________ Title___________________________________ Date _________________________________ Date ___________________________________
Professional Services Rev. April 27, 2018 15
EXHIBIT “B” SCHEDULE OF PERFORMANCE
(Not Applicable)
Professional Services Rev. April 27, 2018 16
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-1.
The compensation to be paid to CONSULTANT under this Agreement for all services, additional services, and reimbursable expenses shall not exceed the amount(s) stated in Section 4 of this Agreement. CONSULTANT agrees to complete all Services and
Additional Services, including reimbursable expenses, within this/these amount(s). Any
work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth in this Agreement 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. Mileage, driven during the course of Palo Alto business will be charged at $0.60 per mile.
B. Printing, reproductions and equipment use will be at cost. C. Direct expenses, incurred in connection with the work, will be at close plus fifteen (15)
percent. All requests for payment of expenses shall be accompanied by appropriate backup information. Any expense anticipated to be more than $100.00 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-1. 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.
Professional Services Rev. April 27, 2018 17
EXHIBIT “C-1” SCHEDULE OF RATES
These rates shall be subject to review periodically and may change if agreed upon by both parties.
• Overtime is billed at the rates shown above plus an additional 25 percent (Note that no overtime will be charged without client authorization)
• Project inspections subject to prevailing wage requirements will be 30% higher.
• Minimum 4-hour billing rate for requested inspection services.
Position Temporary Hourly Rate
Effective through
12/31/2020
Hourly Rate
From 1/1/2021 through 12/31/2024
Principal $130.50 $145.00
Project Manager $121.50 $135.00
Building Official $121.50 $135.00 Assistant Building Official $117.00 $130.00
Senior Plan Review Engineer/Architect $117.00 $130.00
Senior Plans Examiner (Building & Fire) $112.50 $125.00 Plan Review Engineer/Architect $103.50 $115.00 Plans Examiner (Building & Fire) $ 94.50 $105.00 Engineering Technician $81.00 $90.00 Permit Technician III $ 76.50 $ 85.00
Permit Technician II $ 67.50 $ 75.00 Permit Technician I $ 58.50 $ 65.00 Clerical/Admin $ 49.50 $ 55.00
Fire Protection Engineer $157.50 $175.00
CASp Certified Inspector/Examiner $112.50 $125.00 Grading/Storm Water Plan Review Engineer $157.50 $175.00 QSP Storm Water Inspector $157.50 $175.00
Inspection Task Leader $108.00 $120.00
Supervising Inspector $ 99.00 $110.00
Senior Inspector III $ 94.50 $105.00 Senior Inspector II $ 90.00 $100.00 Senior Inspector I $ 85.50 $ 95.00 Inspector II $ 76.50 $ 85.00
Inspector I $ 72.00 $ 80.00
Intern Inspector $ 58.50
$ 65.00
Professional Services Rev. April 27, 2018 18
• Reimbursement for direct expenses, incurred in connection with the work, will be at cost plus 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 cost.
Professional Services Rev. April 27, 2018 19
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:
REQUIRED TYPE OF COVERAGE REQUIREMENT MINIMUM LIMITS
EACH OCCURRENCE AGGREGATE
YES YES
WORKER’S COMPENSATION EMPLOYER’S LIABILITY STATUTORY STATUTORY
YES GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL LIABILITY
BODILY INJURY PROPERTY DAMAGE BODILY INJURY & PROPERTY DAMAGE COMBINED.
$1,000,000 $1,000,000 $1,000,000
$1,000,000 $1,000,000 $1,000,000
YES AUTOMOBILE LIABILITY, INCLUDING ALL OWNED, HIRED, NON-OWNED
BODILY INJURY - EACH PERSON - EACH OCCURRENCE PROPERTY DAMAGE BODILY INJURY AND PROPERTY DAMAGE, COMBINED
$1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000
$1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000
YES PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE
ALL DAMAGES $1,000,000 YES 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 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 EMPLOYEES.
I. INSURANCE COVERAGE MUST INCLUDE: A. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR’S AGREEMENT TO INDEMNIFY CITY. II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE AT
THE FOLLOWING URL: https://www.planetbids.com/portal/portal.cfm?CompanyID=25569. 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. B. CROSS LIABILITY THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY SHALL
Professional Services Rev. April 27, 2018 20
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 CONSULTANT 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 CONSULTANT SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.
VENDORS ARE REQUIRED TO FILE THEIR EVIDENCE OF INSURANCE AND ANY OTHER RELATED NOTICES WITH THE CITY OF PALO ALTO AT THE FOLLOWING URL:
HTTPS://WWW.PLANETBIDS.COM/PORTAL/PORTAL.CFM?COMPANYID=25569
OR
HTTP://WWW.CITYOFPALOALTO.ORG/GOV/DEPTS/ASD/PLANET_BIDS_HOW_TO.ASP
Certificate Of Completion
Envelope Id: 5B76F70BA2474F51938747FE6E79580C Status: Completed
Subject: Please DocuSign: C20179109 - TRB - 06082020.pdf
Source Envelope:
Document Pages: 20 Signatures: 1 Envelope Originator:
Certificate Pages: 2 Initials: 0 Terry Loo
AutoNav: Enabled
EnvelopeId Stamping: Disabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
250 Hamilton Ave
Palo Alto , CA 94301
Terry.Loo@CityofPaloAlto.org
IP Address: 199.33.32.254
Record Tracking
Status: Original
6/8/2020 4:29:34 PM
Holder: Terry Loo
Terry.Loo@CityofPaloAlto.org
Location: DocuSign
Security Appliance Status: Connected Pool: StateLocal
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Signer Events Signature Timestamp
Todd Bailey
tbailey@trbplus.com
President and Secretary
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Using IP Address: 99.100.36.126
Sent: 6/8/2020 4:30:53 PM
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Signed: 6/8/2020 4:36:35 PM
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Sarah McRee
Sarah.McRee@CityofPaloAlto.org
Senior Management Analyst
City of Palo Alto
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(None)
Sent: 6/8/2020 4:36:36 PM
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Professional Services Rev. April 27, 2018 1
CITY OF PALO ALTO CONTRACT NO. C20179107
AGREEMENT BETWEEN THE CITY OF PALO ALTO AND SAFEBUILT, LLC FOR PROFESSIONAL SERVICES
This Agreement is entered into on this 22nd day of June, 2020, (“Agreement”) by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and SAFEBUILT, LLC a Delaware limited liability, located at 3755 Precision Drive, Suite 140, Loveland, CO 80538 ("CONSULTANT").
RECITALS The following recitals are a substantive portion of this Agreement.
A. CITY intends to solicit On-Call Development Services Inspections and Plan Review
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 at
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
Services will be authorized by CITY, as needed, with a Task Order assigned and approved by CITY’s Project Manager. Each Task Order shall be in substantially the same form as Exhibit A-1. 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 CITY may elect, but is not required, to authorize work up to the maximum compensation amount set forth in Section 4.
Professional Services Rev. April 27, 2018 2
SECTION 2. TERM. The term of this Agreement shall be from the date of its full execution through December 31, 2024
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 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” (“Basic Services”), and reimbursable expenses, shall not exceed Six Million Dollars ($6,000,000.00). CONSULTANT
agrees to complete all Basic Services, including reimbursable expenses, within this amount;
provided however CONSULTANT acknowledges that the compensation paid to be likely will be less than $6,000,000.00 as CITY has appropriated that amount to payments to be made under six Agreements, of which this Agreement is one. The six Agreements shall be administered by Planning and Development Services to ensure that the total aggregate of compensation paid for
these six Agreements will not exceed Six Million Dollars ($6,000,000.00). The applicable rates
and schedule of payment are set out at Exhibit “C-1”, entitled “SCHEDULE OF RATES,” which is attached to and made a part of this Agreement. 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.
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 at 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 performed by CONSULTANT or under CONSULTANT’s supervision. CONSULTANT represents that it possesses the professional and technical personnel necessary to perform the
Professional Services Rev. April 27, 2018 3
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. 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 is solely responsible for costs,
including, but not limited to, increases in the cost of Services, arising from or caused by CONSULTANT’s errors and omissions, including, but not limited to, the costs of corrections of such errors and omissions, any change order markup costs, or costs arising from delay caused by the errors and omissions or unreasonable delay in correcting the errors and omissions.
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 CITY’s stated construction budget, CONSULTANT shall make recommendations to
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 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. 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.
Professional Services Rev. April 27, 2018 4
CONSULTANT 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 Ron La France
as the Project Supervisor 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 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.
CITY’s project manager is Evon Ballash, Development Services, 250 Hamilton Ave, Palo Alto, CA 94301, Telephone: (650) 329-2223. The project manager will be CONSULTANT’s point of contact with respect to performance, progress and execution of the Services. 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.
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
Professional Services Rev. April 27, 2018 5
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 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
"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 concurrent-ly 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 Chief Procurement Officer 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
Professional Services Rev. April 27, 2018 6
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, 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 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
Post Office Box 10250
Palo Alto, CA 94303 With a copy to the Purchasing Manager
Professional Services Rev. April 27, 2018 7
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 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 due to that person’s race, skin color, gender, gender identity, age, religion, disability, national origin, ancestry, sexual orientation, pregnancy, genetic information or condition, 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
Preferred Purchasing policies which are available at 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 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: (a) 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 of 30% or greater post-consumer content paper, unless otherwise
approved by 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. (b) Goods purchased by CONSULTANT on behalf of CITY shall be purchased in
Professional Services Rev. April 27, 2018 8
accordance with 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 Division’s office.
(c) Reusable/returnable pallets shall be taken back by CONSULTANT, at no additional cost to 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. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE. CONSULTANT shall comply with all requirements of the Palo Alto Municipal Code Chapter 4.62 (Citywide Minimum Wage), as it may be amended from time to time. In particular, for any employee otherwise entitled to the State minimum wage, who performs at least two (2) hours of
work in a calendar week within the geographic boundaries of the City, CONSULTANT shall pay
such employees no less than the minimum wage set forth in Palo Alto Municipal Code section 4.62.030 for each hour worked within the geographic boundaries of the City of Palo Alto. In addition, CONSULTANT shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code section 4.62.060.
SECTION 25. NON-APPROPRIATION 25.1. 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 26. PREVAILING WAGES AND DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS CONSULTANT is not required to pay prevailing wages in the performance and implementation
of the Project in accordance with SB 7 if the contract is not a public works contract, if the contract
does not include a public works construction project of more than $25,000, or the contract does not include a public works alteration, demolition, repair, or maintenance (collectively, ‘improvement’) project of more than $15,000.
SECTION 27. MISCELLANEOUS PROVISIONS. 27.1. This Agreement will be governed by the laws of the State of California.
27.2. 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. 27.3. The prevailing party in any action brought to enforce the provisions of this
Professional Services Rev. April 27, 2018 9
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. 27.4. 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.
27.5. 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.
27.6. 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.
27.7. 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.
27.8 In the event of a conflict between the terms of this Agreement and the
exhibits hereto or CONSULTANT’s proposal (if any), the Agreement shall control. In the case of any conflict between the exhibits hereto and CONSULTANT’s proposal, the exhibits shall control. 27.9 If, pursuant to this Agreement 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 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.
27.10 All unchecked boxes do not apply to this Agreement.
27.11 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. 27.12 This Agreement may be signed in multiple counterparts, which shall, when
executed by all the parties, constitute a single binding agreement.
Professional Services Rev. April 27, 2018 10
CONTRACT No. C20179107 SIGNATURE PAGE
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
APPROVED AS TO FORM:
__________________________
City Attorney or designee
SAFEBUILT, LLC
Officer 1
By:
Name:
Title:
Officer 2
By:
Name:
Title:
Attachments: EXHIBIT “A”: SCOPE OF SERVICES EXHIBIT “A-1” PROFESSIONAL SERVICES TASK ORDER (for on-call contracts only)
EXHIBIT “B”: SCHEDULE OF PERFORMANCE (Not Applicable)
EXHIBIT “C”: COMPENSATION EXHIBIT “C-1”: SCHEDULE OF RATES EXHIBIT “D”: INSURANCE REQUIREMENTS
Tom Brackett
CEO
CFO
Thomas P. Wilkas
Professional Services Rev. April 27, 2018 11
EXHIBIT “A” SCOPE OF SERVICES
CONSULTANT shall ensure that all contract staff assigned to work under this scope shall complete and
file a Form 700, Statement of Economic Interests, which can be found at
http://www.fppc.ca.gov/Form700.html. This requirement is consistent with the City of Palo Alto’s
Conflict of Interest Code and the California Political Reform Act.
On-Call Development Services Support
The Planning and Development Services Department utilizes outside firms on an on-call basis for
professional services consisting of Permit Processing, Plan Check, and Inspection services. Consultant
staff shall work under the supervision of the Lead as assigned by the consultant firm, in consultation
with the Chief Building Official, Fire Marshall or designee. Consultant Lead shall act as a project
manager and liaison between CITY and consultant staff.
When requested to provide additional assistance, CONSULTANT shall provide to CITY resumes (including
licenses and other credentials) of all individuals proposed to perform requested services. CITY retains
the right to reject any or all of consultant’s staff. CONSULTANT shall provide personnel capable of
reviewing and providing recommendations to written City guidelines. CONSULTANT shall make contract
personnel available for emergency response at the same hourly rates as conditions specified in this
agreement.
CONSULTANT shall be responsible for providing all equipment and training necessary to perform the
work, unless otherwise directed by CITY. Travel costs to and from City offices will not be reimbursed.
Travel outside the Bay Area, if required, 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.
CONSULTANT shall ensure, at their sole expense, that consultant staff maintain certifications required to
perform the services requested by CITY. Training is the responsibility of CONSULTANT where staff must
maintain training and certifications as required by State regulations and consistent with ISO -Level 1
requirements and training on the City’s local amendments to city code. CONSULTANT is responsible for
providing IT security, ethics, and harassment training to assigned staff that complies with the standards
of the CITY. CONSULTANT shall not charge the CITY for training, time in training, or any expenses related
to training.
Invoices shall be submitted electronically to PCEContracts@cityofpaloalto.org. If the proposal includes
subconsultants, the proposal will clearly indicate all overhead costs included for overseeing the
subcontract. Reimbursable expenses shall be reimbursed at cost.
CONSULTANT shall provide personnel capable of reviewing and providing recommendations to written
City inspection guidelines. For consistency in proposal review, proposals should include specific hourly
rates per year (no ranges) for the following positions, if applicable to the proposal:
Temporary Chief Building Official
Professional Services Rev. April 27, 2018 12
Temporary Deputy or Assistant Chief Building Official
On-Site Inspection Manager (Contract Lead)
On-Site Plan Review Manager (Contract Lead)
Off-Site Plan Review - Structural
Off-Site Plan Review – Non-Structural
On-Site Plan Review - Structural
On-Site Plan Review – Non-Structural
Commercial Building Inspector - Combination
Residential Building Inspector - Combination
Permit Technician
Engineering Technician
Civil Engineer
Inspector of Record (including DSA or OSHPD)
Code Enforcement Officer
Administrative/Customer Service Staff
Senior Fire Inspector
Fire Inspector
Senior Fire Plan Reviewer
Fire Plan Reviewer
Hourly overtime rate
Permit Processing Services
CONSULTANT shall be responsible for providing permit-technician, clerical and/or administrative
services as requested by CITY on an as-needed basis. Assigned consultant staff shall possess the
knowledge, skills, and abilities to perform any combination of the following functions:
1. Enter permit and related data into the Accela permit tracking system;
2. Research, compile and prepare various reports and graphics;
3. Assist the general public at the front counter or by phone/email regarding building, planning,
engineering and fire permit requirements, application and permit fees, application filing
procedures and processing, and permit status;
4. 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;
5. Review application materials for compliance with conditions of project approval; route plans to
other City department for review;
6. Approve and issue minor permits; research and respond to public inquiries;
7. Build and maintain positive working relationships with co-workers, City staff and the public using
principles of good customer service;
8. Assists in general office duties, such as filing, typing, preparing plans for permit issuance and
other related services as assigned.
Plan Review Services
CONSULTANT shall be responsible for providing plan check services as requested by CITY on an as
needed basis with the knowledge, skills and abilities to perform the following services.
1. Initial plan review of project plans and other related documents submitted in conjunction with
applications for building permits to determine compliance with the adopted code, applicable
laws, regulations, ordinances, and City policies. The services shall include, but not be limited to,
Professional Services Rev. April 27, 2018 13
review of the following, as applicable to each project: architectural, structural, electrical,
mechanical, and plumbing plans; structural calculations; accessibility compliance; fire and life
safety components; civil plans, excavation and grading applications; geotechnical reports related
to structural design; green building and energy code compliance documentation and deferred
submittal items.
2. Provide the applicant’s designee and the City a typed list of items needing clarification or change
to achieve conformance with the above regulations.
3. Provide sufficient communication with the applicant’s designee(s), either by telephone, email,
mail, or meeting and perform all necessary plan reviews to achieve conformance to the
regulations.
4. Perform plan reviews of revisions to plans that have previously been approved for permit
issuance.
5. Provide Consultant Lead/Plan Review Project Manager with periodic reports on the plan review
status for all assigned projects.
Inspection Services
CONSULTANT shall be responsible for providing inspection services as requested by CITY on an as-
needed basis with the knowledge, skills and abilities to perform the following services:
1. Inspections and re-inspections for building permits to determine compliance with adopted
codes, applicable laws, regulations, ordinances, and City policies. The services shall include, but
not be limited to review of the following as applicable to each project: architectural, structural,
electrical, mechanical, and plumbing plans; structural calculations; accessibility compliance; fire
and life safety components; geotechnical reports related to structural design; green building and
energy code compliance documentation and deferred submittal items.
2. Coordinate assigned inspection and re-inspection requests.
3. Enter inspection records into the Accela permit tracking system. Maintain inspection records for
assigned projects as determined by the City.
Professional Services Rev. April 27, 2018 14
EXHIBIT “A-1” PROFESSIONAL SERVICES TASK ORDER
Consultant hereby agrees to perform the work detailed below in accordance with all the terms and conditions of the Agreement referenced in Item 1A 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. ISSUE DATE Purchase Requisition No. 1A. MASTER AGREEMENT NUMBER 1B. TASK ORDER NO. 2. CONSULTANT 3. PERIOD OF PERFORMANCE: START: COMPLETION: 4 TOTAL TASK ORDER PRICE: $__________________ BALANCE REMAINING IN MASTER AGREEMENT $__________________________________ 5. BUDGET CODE: _______________ COST CENTER_________________ COST ELEMENT______________ WBS/CIP___ _______PHASE___ 6. CITY PROJECT MANAGER’S NAME/DEPARTMENT_________________________________________ 7. 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 I hereby acknowledge receipt and acceptance the work described above in this Task Order. of this Task Order and warrant that I have authority to sign on behalf of Consultant. APPROVED: APPROVED: CITY OF PALO ALTO COMPANY NAME: ______________________ BY:__________________________________ BY:____________________________________ Name ________________________________ Name __________________________________ Title_________________________________ Title___________________________________ Date _________________________________ Date ___________________________________
Professional Services Rev. April 27, 2018 15
EXHIBIT “B” SCHEDULE OF PERFORMANCE
(Not Applicable)
Professional Services Rev. April 27, 2018 16
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-1.
The compensation to be paid to CONSULTANT under this Agreement for all services, additional services, and reimbursable expenses shall not exceed the amount(s) stated in Section 4 of this Agreement. CONSULTANT agrees to complete all Services and
Additional Services, including reimbursable expenses, within this/these amount(s). Any
work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth in this Agreement 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. Mileage, driven during the course of Palo Alto business will be charged at $0.58 cents per mile.
All requests for payment of expenses shall be accompanied by appropriate backup information. Any expense anticipated to be more than $100.00 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-1. 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.
Professional Services Rev. April 27, 2018 17
EXHIBIT “C-1” SCHEDULE OF RATES
These rates shall be subject to review periodically and may change if agreed upon by both parties.
Role Hourly rate effective through December
31, 2021
Hourly rate effective from January 1,
2022 through December 31, 2024
Building Plans Examiner $105.00 $125.00
Fire Plans Examiner $105.00 $125.00
Senior Fire Inspector $110.00 $130.00
Fire Inspector $105.00 $125.00
Senior Building Inspector $110.00 $130.00
Building Inspector $105.00 $125.00
Permit Technician $80.00 $60.00
Administrative Support $50.00 $60.00
Professional Services Rev. April 27, 2018 18
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:
REQUIRED TYPE OF COVERAGE REQUIREMENT MINIMUM LIMITS
EACH OCCURRENCE AGGREGATE
YES YES
WORKER’S COMPENSATION EMPLOYER’S LIABILITY STATUTORY STATUTORY
YES GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL LIABILITY
BODILY INJURY PROPERTY DAMAGE BODILY INJURY & PROPERTY DAMAGE COMBINED.
$1,000,000 $1,000,000 $1,000,000
$1,000,000 $1,000,000 $1,000,000
YES AUTOMOBILE LIABILITY, INCLUDING ALL OWNED, HIRED, NON-OWNED
BODILY INJURY - EACH PERSON - EACH OCCURRENCE PROPERTY DAMAGE BODILY INJURY AND PROPERTY DAMAGE, COMBINED
$1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000
$1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000
YES PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE
ALL DAMAGES $1,000,000 YES 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 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 EMPLOYEES.
I. INSURANCE COVERAGE MUST INCLUDE: A. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR’S AGREEMENT TO INDEMNIFY CITY. II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE AT
THE FOLLOWING URL: https://www.planetbids.com/portal/portal.cfm?CompanyID=25569. 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. B. CROSS LIABILITY THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY SHALL
Professional Services Rev. April 27, 2018 19
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 CONSULTANT 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 CONSULTANT SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.
VENDORS ARE REQUIRED TO FILE THEIR EVIDENCE OF INSURANCE AND ANY OTHER RELATED NOTICES WITH THE CITY OF PALO ALTO AT THE FOLLOWING URL:
HTTPS://WWW.PLANETBIDS.COM/PORTAL/PORTAL.CFM?COMPANYID=25569
OR
HTTP://WWW.CITYOFPALOALTO.ORG/GOV/DEPTS/ASD/PLANET_BIDS_HOW_TO.ASP
Certificate Of Completion
Envelope Id: D00AF9A860FE4DB4A02FC25E5F5DEE65 Status: Completed
Subject: Please DocuSign: C20179107 SAFEbuilt - 06082020.pdf
Source Envelope:
Document Pages: 19 Signatures: 2 Envelope Originator:
Certificate Pages: 2 Initials: 0 Terry Loo
AutoNav: Enabled
EnvelopeId Stamping: Disabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
250 Hamilton Ave
Palo Alto , CA 94301
Terry.Loo@CityofPaloAlto.org
IP Address: 199.33.32.254
Record Tracking
Status: Original
6/8/2020 12:07:07 PM
Holder: Terry Loo
Terry.Loo@CityofPaloAlto.org
Location: DocuSign
Security Appliance Status: Connected Pool: StateLocal
Storage Appliance Status: Connected Pool: City of Palo Alto Location: DocuSign
Signer Events Signature Timestamp
Tom Brackett
tbrackett@safebuilt.com
CEO
Security Level: Email, Account Authentication
(None)Signature Adoption: Drawn on Device
Using IP Address: 50.23.86.120
Signed using mobile
Sent: 6/8/2020 12:09:29 PM
Viewed: 6/8/2020 2:15:00 PM
Signed: 6/8/2020 2:15:37 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Thomas P. Wilkas
twilkas@safebuilt.com
CFO
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 73.169.71.131
Sent: 6/8/2020 2:15:38 PM
Viewed: 6/8/2020 3:04:12 PM
Signed: 6/8/2020 3:04:43 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Sarah McRee
Sarah.McRee@CityofPaloAlto.org
Senior Management Analyst
City of Palo Alto
Security Level: Email, Account Authentication
(None)
Sent: 6/8/2020 3:04:45 PM
Viewed: 6/8/2020 9:16:26 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 6/8/2020 3:04:45 PM
Certified Delivered Security Checked 6/8/2020 3:04:45 PM
Signing Complete Security Checked 6/8/2020 3:04:45 PM
Completed Security Checked 6/8/2020 3:04:45 PM
Payment Events Status Timestamps
Professional Services Rev. April 27, 2018 1
CITY OF PALO ALTO CONTRACT NO. C20179108
AGREEMENT BETWEEN THE CITY OF PALO ALTO AND SHUMS CODA ASSOCIATES, INC. FOR PROFESSIONAL SERVICES
This Agreement is entered into on this 22nd day of June, 2020, (“Agreement”) by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and SHUMS CODA ASSOCIATES, INC., a California corporation, located at 5776 Stoneridge Mall Road, Suite 150, Pleasanton, CA 94588 ("CONSULTANT").
RECITALS The following recitals are a substantive portion of this Agreement.
A. CITY intends to solicit On-Call Development Services Inspections and Plan Review
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 at
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
Services will be authorized by CITY, as needed, with a Task Order assigned and approved by CITY’s Project Manager. Each Task Order shall be in substantially the same form as Exhibit A-1. 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 CITY may elect, but is not required, to authorize work up to the maximum compensation amount set forth in Section 4.
Professional Services Rev. April 27, 2018 2
SECTION 2. TERM. The term of this Agreement shall be from the date of its full execution through December 31, 2024
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 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” (“Basic Services”), and reimbursable expenses, shall not exceed Six Million Dollars ($6,000,000.00). CONSULTANT
agrees to complete all Basic Services, including reimbursable expenses, within this amount;
provided however CONSULTANT acknowledges that the compensation paid to be likely will be less than $6,000,000.00 as CITY has appropriated that amount to payments to be made under six Agreements, of which this Agreement is one. The six Agreements shall be administered by Planning and Development Services to ensure that the total aggregate of compensation paid for
these six Agreements will not exceed Six Million Dollars ($6,000,000.00). The applicable rates
and schedule of payment are set out at Exhibit “C-1”, entitled “SCHEDULE OF RATES,” which is attached to and made a part of this Agreement. 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.
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 at 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 performed by CONSULTANT or under CONSULTANT’s supervision. CONSULTANT represents that it possesses the professional and technical personnel necessary to perform the
Professional Services Rev. April 27, 2018 3
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. 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 is solely responsible for costs,
including, but not limited to, increases in the cost of Services, arising from or caused by CONSULTANT’s errors and omissions, including, but not limited to, the costs of corrections of such errors and omissions, any change order markup costs, or costs arising from delay caused by the errors and omissions or unreasonable delay in correcting the errors and omissions.
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 CITY’s stated construction budget, CONSULTANT shall make recommendations to
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 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. 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.
Professional Services Rev. April 27, 2018 4
CONSULTANT 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 David Basinger
as the Principal 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 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.
CITY’s project manager is Evon Ballash, Development Services, 250 Hamilton Ave, Palo Alto, CA 94301, Telephone: (650) 329-2223. The project manager will be CONSULTANT’s point of contact with respect to performance, progress and execution of the Services. 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.
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
Professional Services Rev. April 27, 2018 5
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 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
"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 concurrent-ly 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 Chief Procurement Officer 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
Professional Services Rev. April 27, 2018 6
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, 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 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
Post Office Box 10250
Palo Alto, CA 94303 With a copy to the Purchasing Manager
Professional Services Rev. April 27, 2018 7
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 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 due to that person’s race, skin color, gender, gender identity, age, religion, disability, national origin, ancestry, sexual orientation, pregnancy, genetic information or condition, 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
Preferred Purchasing policies which are available at 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 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: (a) 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 of 30% or greater post-consumer content paper, unless otherwise
approved by 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. (b) Goods purchased by CONSULTANT on behalf of CITY shall be purchased in
Professional Services Rev. April 27, 2018 8
accordance with 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 Division’s office.
(c) Reusable/returnable pallets shall be taken back by CONSULTANT, at no additional cost to 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. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE. CONSULTANT shall comply with all requirements of the Palo Alto Municipal Code Chapter 4.62 (Citywide Minimum Wage), as it may be amended from time to time. In particular, for any employee otherwise entitled to the State minimum wage, who performs at least two (2) hours of
work in a calendar week within the geographic boundaries of the City, CONSULTANT shall pay
such employees no less than the minimum wage set forth in Palo Alto Municipal Code section 4.62.030 for each hour worked within the geographic boundaries of the City of Palo Alto. In addition, CONSULTANT shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code section 4.62.060.
SECTION 25. NON-APPROPRIATION 25.1. 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 26. PREVAILING WAGES AND DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS CONSULTANT is not required to pay prevailing wages in the performance and implementation
of the Project in accordance with SB 7 if the contract is not a public works contract, if the contract
does not include a public works construction project of more than $25,000, or the contract does not include a public works alteration, demolition, repair, or maintenance (collectively, ‘improvement’) project of more than $15,000.
SECTION 27. MISCELLANEOUS PROVISIONS. 27.1. This Agreement will be governed by the laws of the State of California.
27.2. 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. 27.3. The prevailing party in any action brought to enforce the provisions of this
Professional Services Rev. April 27, 2018 9
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. 27.4. 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.
27.5. 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.
27.6. 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.
27.7. 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.
27.8 In the event of a conflict between the terms of this Agreement and the
exhibits hereto or CONSULTANT’s proposal (if any), the Agreement shall control. In the case of any conflict between the exhibits hereto and CONSULTANT’s proposal, the exhibits shall control. 27.9 If, pursuant to this Agreement 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 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.
27.10 All unchecked boxes do not apply to this Agreement.
27.11 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. 27.12 This Agreement may be signed in multiple counterparts, which shall, when
executed by all the parties, constitute a single binding agreement.
Professional Services Rev. April 27, 2018 10
CONTRACT No. C20179108 SIGNATURE PAGE
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
APPROVED AS TO FORM:
__________________________
City Attorney or designee
SHUMS CODA ASSOCIATES, INC.
Officer 1
By:
Name:
Title:
Officer 2
By:
Name:
Title:
Attachments: EXHIBIT “A”: SCOPE OF SERVICES EXHIBIT “A-1” PROFESSIONAL SERVICES TASK ORDER (for on-call contracts only)
EXHIBIT “B”: SCHEDULE OF PERFORMANCE (Not Applicable)
EXHIBIT “C”: COMPENSATION EXHIBIT “C-1”: SCHEDULE OF RATES EXHIBIT “D”: INSURANCE REQUIREMENTS
Principal/CEO
David Basinger
Chief Operating Officer
Christine Godinez
Professional Services Rev. April 27, 2018 11
EXHIBIT “A” SCOPE OF SERVICES
CONSULTANT shall ensure that all contract staff assigned to work under this scope shall complete and
file a Form 700, Statement of Economic Interests, which can be found at
http://www.fppc.ca.gov/Form700.html. This requirement is consistent with the City of Palo Alto’s
Conflict of Interest Code and the California Political Reform Act.
On-Call Development Services Support
The Planning and Development Services Department utilizes outside firms on an on-call basis for
professional services consisting of Permit Processing, Plan Check, and Inspection services. Consultant
staff shall work under the supervision of the Lead as assigned by the consultant firm, in consultation
with the Chief Building Official, Fire Marshall or designee. Consultant Lead shall act as a project
manager and liaison between CITY and consultant staff.
When requested to provide additional assistance, CONSULTANT shall provide to CITY resumes (including
licenses and other credentials) of all individuals proposed to perform requested services. CITY retains
the right to reject any or all of consultant’s staff. CONSULTANT shall provide personnel capable of
reviewing and providing recommendations to written City guidelines. CONSULTANT shall make contract
personnel available for emergency response at the same hourly rates as conditions specified in this
agreement.
CONSULTANT shall be responsible for providing all equipment and training necessary to perform the
work, unless otherwise directed by CITY. Travel costs to and from City offices will not be reimbursed.
Travel outside the Bay Area, if required, 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.
CONSULTANT shall ensure, at their sole expense, that consultant staff maintain certifications required to
perform the services requested by CITY. Training is the responsibility of CONSULTANT where staff must
maintain training and certifications as required by State regulations and consistent with ISO -Level 1
requirements and training on the City’s local amendments to city code. CONSULTANT is responsible for
providing IT security, ethics, and harassment training to assigned staff that complies with the standards
of the CITY. CONSULTANT shall not charge the CITY for training, time in training, or any expenses related
to training.
Invoices shall be submitted electronically to PCEContracts@cityofpaloalto.org. If the proposal includes
subconsultants, the proposal will clearly indicate all overhead costs included for overseeing the
subcontract. Reimbursable expenses shall be reimbursed at cost.
CONSULTANT shall provide personnel capable of reviewing and providing recommendations to written
City inspection guidelines. For consistency in proposal review, proposals should include specific hourly
rates per year (no ranges) for the following positions, if applicable to the proposal:
Temporary Chief Building Official
Professional Services Rev. April 27, 2018 12
Temporary Deputy or Assistant Chief Building Official
On-Site Inspection Manager (Contract Lead)
On-Site Plan Review Manager (Contract Lead)
Off-Site Plan Review - Structural
Off-Site Plan Review – Non-Structural
On-Site Plan Review - Structural
On-Site Plan Review – Non-Structural
Commercial Building Inspector - Combination
Residential Building Inspector - Combination
Permit Technician
Engineering Technician
Civil Engineer
Inspector of Record (including DSA or OSHPD)
Code Enforcement Officer
Administrative/Customer Service Staff
Senior Fire Inspector
Fire Inspector
Senior Fire Plan Reviewer
Fire Plan Reviewer
Hourly overtime rate
Permit Processing Services
CONSULTANT shall be responsible for providing permit-technician, clerical and/or administrative
services as requested by CITY on an as-needed basis. Assigned consultant staff shall possess the
knowledge, skills, and abilities to perform any combination of the following functions:
1. Enter permit and related data into the Accela permit tracking system;
2. Research, compile and prepare various reports and graphics;
3. Assist the general public at the front counter or by phone/email regarding building, planning,
engineering and fire permit requirements, application and permit fees, application filing
procedures and processing, and permit status;
4. 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;
5. Review application materials for compliance with conditions of project approval; route plans to
other City department for review;
6. Approve and issue minor permits; research and respond to public inquiries;
7. Build and maintain positive working relationships with co-workers, City staff and the public using
principles of good customer service;
8. Assists in general office duties, such as filing, typing, preparing plans for permit issuance and
other related services as assigned.
Plan Review Services
CONSULTANT shall be responsible for providing plan check services as requested by CITY on an as
needed basis with the knowledge, skills and abilities to perform the following services.
1. Initial plan review of project plans and other related documents submitted in conjunction with
applications for building permits to determine compliance with the adopted code, applicable
laws, regulations, ordinances, and City policies. The services shall include, but not be limited to,
Professional Services Rev. April 27, 2018 13
review of the following, as applicable to each project: architectural, structural, electrical,
mechanical, and plumbing plans; structural calculations; accessibility compliance; fire and life
safety components; civil plans, excavation and grading applications; geotechnical reports related
to structural design; green building and energy code compliance documentation and deferred
submittal items.
2. Provide the applicant’s designee and the City a typed list of items needing clarification or change
to achieve conformance with the above regulations.
3. Provide sufficient communication with the applicant’s designee(s), either by telephone, email,
mail, or meeting and perform all necessary plan reviews to achieve conformance to the
regulations.
4. Perform plan reviews of revisions to plans that have previously been approved for permit
issuance.
5. Provide Consultant Lead/Plan Review Project Manager with periodic reports on the plan review
status for all assigned projects.
Inspection Services
CONSULTANT shall be responsible for providing inspection services as requested by CITY on an as-
needed basis with the knowledge, skills and abilities to perform the following services:
1. Inspections and re-inspections for building permits to determine compliance with adopted
codes, applicable laws, regulations, ordinances, and City policies. The services shall include, but
not be limited to review of the following as applicable to each project: architectural, structural,
electrical, mechanical, and plumbing plans; structural calculations; accessibility compliance; fire
and life safety components; geotechnical reports related to structural design; green building and
energy code compliance documentation and deferred submittal items.
2. Coordinate assigned inspection and re-inspection requests.
3. Enter inspection records into the Accela permit tracking system. Maintain inspection records for
assigned projects as determined by the City.
Professional Services Rev. April 27, 2018 14
EXHIBIT “A-1” PROFESSIONAL SERVICES TASK ORDER
Consultant hereby agrees to perform the work detailed below in accordance with all the terms and conditions of the Agreement referenced in Item 1A 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. ISSUE DATE Purchase Requisition No. 1A. MASTER AGREEMENT NUMBER 1B. TASK ORDER NO. 2. CONSULTANT 3. PERIOD OF PERFORMANCE: START: COMPLETION: 4 TOTAL TASK ORDER PRICE: $__________________ BALANCE REMAINING IN MASTER AGREEMENT $__________________________________ 5. BUDGET CODE: _______________ COST CENTER_________________ COST ELEMENT______________ WBS/CIP___ _______PHASE___ 6. CITY PROJECT MANAGER’S NAME/DEPARTMENT_________________________________________ 7. 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 I hereby acknowledge receipt and acceptance the work described above in this Task Order. of this Task Order and warrant that I have authority to sign on behalf of Consultant. APPROVED: APPROVED: CITY OF PALO ALTO COMPANY NAME: ______________________ BY:__________________________________ BY:____________________________________ Name ________________________________ Name __________________________________ Title_________________________________ Title___________________________________ Date _________________________________ Date ___________________________________
Professional Services Rev. April 27, 2018 15
EXHIBIT “B” SCHEDULE OF PERFORMANCE
(Not Applicable)
Professional Services Rev. April 27, 2018 16
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-1.
The compensation to be paid to CONSULTANT under this Agreement for all services, additional services, and reimbursable expenses shall not exceed the amount(s) stated in Section 4 of this Agreement. CONSULTANT agrees to complete all Services and
Additional Services, including reimbursable expenses, within this/these amount(s). Any
work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth in this Agreement 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. Mileage, driven during the course at Palo Alto business will be charged at the IRS Rate.
All requests for payment of expenses shall be accompanied by appropriate backup information. Any expense anticipated to be more than $100.00 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-1. 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.
Professional Services Rev. April 27, 2018 17
EXHIBIT “C-1” SCHEDULE OF RATES
These rates shall be subject to review periodically and may change if agreed upon by both parties. This temporary reduction rate schedule valid from 7/1/2020 through 9/30/2020
Position Rate Range per Hour
Temporary Chief Building Official $125 – 170
Temporary Deputy or Assistant Chief Building Official $110 – 150
On-Site Inspection or Plan Review Manager $95 – 130
Off-Site Plan Review - Structural $100 – 120
Off-Site Plan Review – Non-Structural $80 – 120
On-Site Plan Review - Structural $95 – 120
On-Site Plan Review – Non-Structural $90 – 120
Commercial Building Inspector - Combination $90 – 105
Residential Building Inspector - Combination $80 – 100
Permit Technician $60 – 80
Inspector of Record (including DSA or OSHPD) $110 – 130
Code Enforcement Officer $90 – 100
Administrative/Customer Service Staff $30 – 65
Senior Fire Inspector $120 – 140
Fire Inspector $100 – 120
Senior Fire Plan Reviewer $120 – 140
Fire Plan Reviewer $100 – 120
Hourly overtime 1.5 x Hourly Rate
This rate schedule valid from 10/1/2020 through 12/31/2024
Title Duties Hourly
Rate
Plan Review - Structural • Plan reviews to cover one or more of the following disciplines - Building: architectural (fire/life safety),
structural, mechanical, electrical, plumbing, accessibility, green building, energy
$110-140
Professional Services Rev. April 27, 2018 18
Plan Review – Non- Structural
conservation, and geotechnical in conformance with the current California Building Codes (all as modified or amended by the jurisdiction) - Fire: fire/life safety, fire suppression, and hazardous materials to the current California Building Codes (all as modified or amended by the jurisdiction) - Public Works: grading, drainage, geotechnical, onsite\right-of-way improvements, construction management and inspection for public infrastructure projects, and FEMA Flood Insurance Program.
• Create typed lists of comments which refer to specific details and drawings, and reference applicable code sections.
• Correspond with applicant/designers directly to l i
$80-140
Permit Technician • Assists with permit applicants and others by phone and in person,
• Calculates and processes permit fees,
• Reviews, logs, coordinates and routes various plans and permits,
• Processes and reviews building permit applications, documents and plan submittals to assure accuracy and compliance with the jurisdiction
• Provides information to the public relating to the status of projects and permits.
$60-80
Clerical Support • Performs administrative support in answering telephones, providing customer assistance, data processing, and record keeping
$40-75
Commercial Building Inspector - Combination
• Review of all approved plans, specifications and documents,
• Attend mandatory meetings, including safety training and project management,
• Perform inspections for compliance to applicable State of California Building, Mechanical, Electrical, Plumbing, Fire codes, as well as State energy efficiency and accessibility standards as amended by the jurisdiction. Our services may include a State of California registered Fire Protection Engineer, to complete all Fire Code inspection services requested by the jurisdiction.
$90-125
Residential Building Inspector - Combination
$80-100
Inspector of Record (including DSA or OSHPD)
$130-150
Professional Services Rev. April 27, 2018 19
Code Enforcement Officer • Perform a variety of field and office work in support of the City’s local code enforcement program;
• Enforce compliance with City regulations and ordinances including those pertaining to zoning, land use, nuisance housing, building codes, health and safety, blight, graffiti, water waste, and other matters of public concern.
$95-105
Senior Fire Inspector/Plan Review
• Performs complete fire and life safety reviews (including fire department access, means of egress, $120-140
Fire Inspector/Plan Review fire-resistive construction, fire protection systems, etc.) in addition to performing reviews of fire protection systems (fire sprinklers, fire alarms, standpipes, fire pumps, etc.). Reviews must conform to the International Fire and Building Codes, as well as local requirements.
$100-120
CASp Specialist • Administers and coordinates a program to implement legislative requirements on access to buildings for people with disabilities.
• Monitors plan review and inspection activities and procedures to ensure conformance with legal requirements
• Monitors changes and additions to governing codes and regulations and develops or modifies compliance procedures.
$450
Temporary Chief Building Official • Manage, oversee, organize building inspection and plan review activities;
• Assist in the development of Building Department policies and procedures
• Prepare department budget; participate in the forecast of additional funds needed for staffing, equipment, materials, and supplies; administer the approved budget.
• Participate in professional and public meetings as required including job site and construction meetings.
• Assist in preparing presentations for City Council; assist in preparing ordinance amendments related to building activities; enforce a wide variety of regulations and laws pertaining to public health and safety.
$150-200
Temporary Deputy/Assistant Chief Building Official
$130-180
Professional Services Rev. April 27, 2018 20
On-Site Inspection or Plan Review Manager
• Manage, plan, and direct the inspection or plan review operation; supervise workflow of assigned staff; train, and evaluate staff, work product, methods, and procedures;
• Provide oversight for permit services and counter operations;
• Coordinate inspection, plan review and permit activities with other departments, divisions, and outside agencies to resolve issues and enhance customer service;
$110-150
• Overtime will not be charged for any plan review services billed at the hourly rate, while
inspection services will be charged at 150% of the standard hourly rates, with prior authorization from the client.
Professional Services Rev. April 27, 2018 21
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:
REQUIRED TYPE OF COVERAGE REQUIREMENT MINIMUM LIMITS
EACH OCCURRENCE AGGREGATE
YES YES
WORKER’S COMPENSATION EMPLOYER’S LIABILITY STATUTORY STATUTORY
YES GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL LIABILITY
BODILY INJURY PROPERTY DAMAGE BODILY INJURY & PROPERTY DAMAGE COMBINED.
$1,000,000 $1,000,000 $1,000,000
$1,000,000 $1,000,000 $1,000,000
YES AUTOMOBILE LIABILITY, INCLUDING ALL OWNED, HIRED, NON-OWNED
BODILY INJURY - EACH PERSON - EACH OCCURRENCE PROPERTY DAMAGE BODILY INJURY AND PROPERTY DAMAGE, COMBINED
$1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000
$1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000
YES PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE
ALL DAMAGES $1,000,000 YES 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 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 EMPLOYEES.
I. INSURANCE COVERAGE MUST INCLUDE: A. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR’S AGREEMENT TO INDEMNIFY CITY. II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE AT
THE FOLLOWING URL: https://www.planetbids.com/portal/portal.cfm?CompanyID=25569.
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. 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
Professional Services Rev. April 27, 2018 22
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 CONSULTANT 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 CONSULTANT SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.
VENDORS ARE REQUIRED TO FILE THEIR EVIDENCE OF INSURANCE AND ANY OTHER RELATED NOTICES WITH THE CITY OF PALO ALTO AT THE FOLLOWING URL:
HTTPS://WWW.PLANETBIDS.COM/PORTAL/PORTAL.CFM?COMPANYID=25569
OR
HTTP://WWW.CITYOFPALOALTO.ORG/GOV/DEPTS/ASD/PLANET_BIDS_HOW_TO.ASP
Certificate Of Completion
Envelope Id: F9F39F9DC33E49C69E002127275D43AA Status: Completed
Subject: Please DocuSign: C20179108 Shums Coda - 06052020.pdf
Source Envelope:
Document Pages: 22 Signatures: 2 Envelope Originator:
Certificate Pages: 2 Initials: 0 Terry Loo
AutoNav: Enabled
EnvelopeId Stamping: Disabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
250 Hamilton Ave
Palo Alto , CA 94301
Terry.Loo@CityofPaloAlto.org
IP Address: 199.33.32.254
Record Tracking
Status: Original
6/8/2020 12:10:54 PM
Holder: Terry Loo
Terry.Loo@CityofPaloAlto.org
Location: DocuSign
Security Appliance Status: Connected Pool: StateLocal
Storage Appliance Status: Connected Pool: City of Palo Alto Location: DocuSign
Signer Events Signature Timestamp
David Basinger
david.basinger@shumscoda.com
Principal/CEO
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 50.197.174.5
Sent: 6/8/2020 12:12:42 PM
Viewed: 6/8/2020 1:21:32 PM
Signed: 6/8/2020 1:22:37 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Christine Godinez
christine.godinez@shumscoda.com
Chief Operating Officer
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 50.197.174.5
Sent: 6/8/2020 1:22:39 PM
Viewed: 6/8/2020 1:32:21 PM
Signed: 6/8/2020 1:32:59 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
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Sarah McRee
Sarah.McRee@CityofPaloAlto.org
Senior Management Analyst
City of Palo Alto
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Sent: 6/8/2020 1:33:01 PM
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Professional Services Rev. April 27, 2018 1
CITY OF PALO ALTO CONTRACT NO. C20179105
AGREEMENT BETWEEN THE CITY OF PALO ALTO AND BUREAU VERITAS NORTH AMERICA INC. FOR PROFESSIONAL SERVICES
This Agreement is entered into on this 22nd day of June, 2020, (“Agreement”) by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and BUREAU VERITAS NORTH AMERICA INC. a Delaware corporation, located at PO Box 841566, Dallas TX 75284-1566 ("CONSULTANT").
RECITALS The following recitals are a substantive portion of this Agreement.
A. CITY intends to solicit On-Call Development Services Inspections and Plan Review
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 at
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
Services will be authorized by CITY, as needed, with a Task Order assigned and approved by CITY’s Project Manager. Each Task Order shall be in substantially the same form as Exhibit A-1. 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 CITY may elect, but is not required, to authorize work up to the maximum compensation amount set forth in Section 4.
Professional Services Rev. April 27, 2018 2
SECTION 2. TERM. The term of this Agreement shall be from the date of its full execution through December 31, 2024
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 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” (“Basic Services”), and reimbursable expenses, shall not exceed Six Million Dollars ($6,000,000.00). CONSULTANT
agrees to complete all Basic Services, including reimbursable expenses, within this amount;
provided however CONSULTANT acknowledges that the compensation paid to be likely will be less than $6,000,000.00 as CITY has appropriated that amount to payments to be made under six Agreements, of which this Agreement is one. The six Agreements shall be administered by Planning and Development Services to ensure that the total aggregate of compensation paid for
these six Agreements will not exceed Six Million Dollars ($6,000,000.00). The applicable rates
and schedule of payment are set out at Exhibit “C-1”, entitled “SCHEDULE OF RATES,” which is attached to and made a part of this Agreement. 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.
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 at 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 performed by CONSULTANT or under CONSULTANT’s supervision. CONSULTANT represents that it possesses the professional and technical personnel necessary to perform the
Professional Services Rev. April 27, 2018 3
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. 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 is solely responsible for costs,
including, but not limited to, increases in the cost of Services, arising from or caused by CONSULTANT’s errors and omissions, including, but not limited to, the costs of corrections of such errors and omissions, any change order markup costs, or costs arising from delay caused by the errors and omissions or unreasonable delay in correcting the errors and omissions.
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 CITY’s stated construction budget, CONSULTANT shall make recommendations to
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 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. 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.
Professional Services Rev. April 27, 2018 4
CONSULTANT 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 Craig Baptista as
the Project Principal-in-Charge 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 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.
CITY’s project manager is Evon Ballash, Development Services, 250 Hamilton Ave, Palo Alto, CA 94301, Telephone: (650) 329-2223. The project manager will be CONSULTANT’s point of contact with respect to performance, progress and execution of the Services. 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.
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
Professional Services Rev. April 27, 2018 5
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 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
"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 concurrent-ly 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 Chief Procurement Officer 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
Professional Services Rev. April 27, 2018 6
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, 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 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
Post Office Box 10250
Palo Alto, CA 94303 With a copy to the Purchasing Manager
Professional Services Rev. April 27, 2018 7
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 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 due to that person’s race, skin color, gender, gender identity, age, religion, disability, national origin, ancestry, sexual orientation, pregnancy, genetic information or condition, 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
Preferred Purchasing policies which are available at 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 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: (a) 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 of 30% or greater post-consumer content paper, unless otherwise
approved by 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. (b) Goods purchased by CONSULTANT on behalf of CITY shall be purchased in
Professional Services Rev. April 27, 2018 8
accordance with 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 Division’s office.
(c) Reusable/returnable pallets shall be taken back by CONSULTANT, at no additional cost to 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. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE. CONSULTANT shall comply with all requirements of the Palo Alto Municipal Code Chapter 4.62 (Citywide Minimum Wage), as it may be amended from time to time. In particular, for any employee otherwise entitled to the State minimum wage, who performs at least two (2) hours of
work in a calendar week within the geographic boundaries of the City, CONSULTANT shall pay
such employees no less than the minimum wage set forth in Palo Alto Municipal Code section 4.62.030 for each hour worked within the geographic boundaries of the City of Palo Alto. In addition, CONSULTANT shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code section 4.62.060.
SECTION 25. NON-APPROPRIATION 25.1. 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 26. PREVAILING WAGES AND DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS CONSULTANT is not required to pay prevailing wages in the performance and implementation
of the Project in accordance with SB 7 if the contract is not a public works contract, if the contract
does not include a public works construction project of more than $25,000, or the contract does not include a public works alteration, demolition, repair, or maintenance (collectively, ‘improvement’) project of more than $15,000.
SECTION 27. MISCELLANEOUS PROVISIONS. 27.1. This Agreement will be governed by the laws of the State of California.
27.2. 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. 27.3. The prevailing party in any action brought to enforce the provisions of this
Professional Services Rev. April 27, 2018 9
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. 27.4. 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.
27.5. 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.
27.6. 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.
27.7. 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.
27.8 In the event of a conflict between the terms of this Agreement and the
exhibits hereto or CONSULTANT’s proposal (if any), the Agreement shall control. In the case of any conflict between the exhibits hereto and CONSULTANT’s proposal, the exhibits shall control. 27.9 If, pursuant to this Agreement 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 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.
27.10 All unchecked boxes do not apply to this Agreement.
27.11 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. 27.12 This Agreement may be signed in multiple counterparts, which shall, when
executed by all the parties, constitute a single binding agreement.
Professional Services Rev. April 27, 2018 10
CONTRACT No. C20179105 SIGNATURE PAGE
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
APPROVED AS TO FORM:
__________________________
City Attorney or designee
BUREAU VERITAS NORTH AMERICA INC. Officer 1
By:
Name:
Title:
Officer 2
By:
Name:
Title:
Attachments: EXHIBIT “A”: SCOPE OF SERVICES EXHIBIT “A-1” PROFESSIONAL SERVICES TASK ORDER (for on-call contracts only)
EXHIBIT “B”: SCHEDULE OF PERFORMANCE (Not Applicable)
EXHIBIT “C”: COMPENSATION EXHIBIT “C-1”: SCHEDULE OF RATES EXHIBIT “D”: INSURANCE REQUIREMENTS
Secretary and Vice President
Heather B. Bush, Esq.
Vice President
Craig Baptista
Professional Services Rev. April 27, 2018 11
EXHIBIT “A” SCOPE OF SERVICES
CONSULTANT shall ensure that all contract staff assigned to work under this scope shall complete and
file a Form 700, Statement of Economic Interests, which can be found at
http://www.fppc.ca.gov/Form700.html. This requirement is consistent with the City of Palo Alto’s
Conflict of Interest Code and the California Political Reform Act.
On-Call Development Services Support
The Planning and Development Services Department utilizes outside firms on an on-call basis for
professional services consisting of Permit Processing, Plan Check, and Inspection services. Consultant
staff shall work under the supervision of the Lead as assigned by the consultant firm, in consultation
with the Chief Building Official, Fire Marshall or designee. Consultant Lead shall act as a project
manager and liaison between CITY and consultant staff.
When requested to provide additional assistance, CONSULTANT shall provide to CITY resumes (including
licenses and other credentials) of all individuals proposed to perform requested services. CITY retains
the right to reject any or all of consultant’s staff. CONSULTANT shall provide personnel capable of
reviewing and providing recommendations to written City guidelines. CONSULTANT shall make contract
personnel available for emergency response at the same hourly rates as conditions specified in this
agreement.
CONSULTANT shall be responsible for providing all equipment and training necessary to perform the
work, unless otherwise directed by CITY. Travel costs to and from City offices will not be reimbursed.
Travel outside the Bay Area, if required, 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.
CONSULTANT shall ensure, at their sole expense, that consultant staff maintain certifications required to
perform the services requested by CITY. Training is the responsibility of CONSULTANT where staff must
maintain training and certifications as required by State regulations and consistent with ISO -Level 1
requirements and training on the City’s local amendments to city code. CONSULTANT is responsible for
providing IT security, ethics, and harassment training to assigned staff that complies with the standards
of the CITY. CONSULTANT shall not charge the CITY for training, time in training, or any expenses related
to training.
Invoices shall be submitted electronically to PCEContracts@cityofpaloalto.org. If the proposal includes
subconsultants, the proposal will clearly indicate all overhead costs included for overseeing the
subcontract. Reimbursable expenses shall be reimbursed at cost.
CONSULTANT shall provide personnel capable of reviewing and providing recommendations to written
City inspection guidelines. For consistency in proposal review, proposals should include specific hourly
rates per year (no ranges) for the following positions, if applicable to the proposal:
Temporary Chief Building Official
Professional Services Rev. April 27, 2018 12
Temporary Deputy or Assistant Chief Building Official
On-Site Inspection Manager (Contract Lead)
On-Site Plan Review Manager (Contract Lead)
Off-Site Plan Review - Structural
Off-Site Plan Review – Non-Structural
On-Site Plan Review - Structural
On-Site Plan Review – Non-Structural
Commercial Building Inspector - Combination
Residential Building Inspector - Combination
Permit Technician
Engineering Technician
Civil Engineer
Inspector of Record (including DSA or OSHPD)
Code Enforcement Officer
Administrative/Customer Service Staff
Senior Fire Inspector
Fire Inspector
Senior Fire Plan Reviewer
Fire Plan Reviewer
Hourly overtime rate
Permit Processing Services
CONSULTANT shall be responsible for providing permit-technician, clerical and/or administrative
services as requested by CITY on an as-needed basis. Assigned consultant staff shall possess the
knowledge, skills, and abilities to perform any combination of the following functions:
1. Enter permit and related data into the Accela permit tracking system;
2. Research, compile and prepare various reports and graphics;
3. Assist the general public at the front counter or by phone/email regarding building, planning,
engineering and fire permit requirements, application and permit fees, application filing
procedures and processing, and permit status;
4. 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;
5. Review application materials for compliance with conditions of project approval; route plans to
other City department for review;
6. Approve and issue minor permits; research and respond to public inquiries;
7. Build and maintain positive working relationships with co-workers, City staff and the public using
principles of good customer service;
8. Assists in general office duties, such as filing, typing, preparing plans for permit issuance and
other related services as assigned.
Plan Review Services
CONSULTANT shall be responsible for providing plan check services as requested by CITY on an as
needed basis with the knowledge, skills and abilities to perform the following services.
1. Initial plan review of project plans and other related documents submitted in conjunction with
applications for building permits to determine compliance with the adopted code, applicable
laws, regulations, ordinances, and City policies. The services shall include, but not be limited to,
Professional Services Rev. April 27, 2018 13
review of the following, as applicable to each project: architectural, structural, electrical,
mechanical, and plumbing plans; structural calculations; accessibility compliance; fire and life
safety components; civil plans, excavation and grading applications; geotechnical reports related
to structural design; green building and energy code compliance documentation and deferred
submittal items.
2. Provide the applicant’s designee and the City a typed list of items needing clarification or change
to achieve conformance with the above regulations.
3. Provide sufficient communication with the applicant’s designee(s), either by telephone, email,
mail, or meeting and perform all necessary plan reviews to achieve conformance to the
regulations.
4. Perform plan reviews of revisions to plans that have previously been approved for permit
issuance.
5. Provide Consultant Lead/Plan Review Project Manager with periodic reports on the plan review
status for all assigned projects.
Inspection Services
CONSULTANT shall be responsible for providing inspection services as requested by CITY on an as-
needed basis with the knowledge, skills and abilities to perform the following services:
1. Inspections and re-inspections for building permits to determine compliance with adopted
codes, applicable laws, regulations, ordinances, and City policies. The services shall include, but
not be limited to review of the following as applicable to each project: architectural, structural,
electrical, mechanical, and plumbing plans; structural calculations; accessibility compliance; fire
and life safety components; geotechnical reports related to structural design; green building and
energy code compliance documentation and deferred submittal items.
2. Coordinate assigned inspection and re-inspection requests.
3. Enter inspection records into the Accela permit tracking system. Maintain inspection records for
assigned projects as determined by the City.
Professional Services Rev. April 27, 2018 14
EXHIBIT “A-1” PROFESSIONAL SERVICES TASK ORDER
Consultant hereby agrees to perform the work detailed below in accordance with all the terms and conditions of the Agreement referenced in Item 1A 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. ISSUE DATE Purchase Requisition No. 1A. MASTER AGREEMENT NUMBER 1B. TASK ORDER NO. 2. CONSULTANT 3. PERIOD OF PERFORMANCE: START: COMPLETION: 4 TOTAL TASK ORDER PRICE: $__________________ BALANCE REMAINING IN MASTER AGREEMENT $__________________________________ 5. BUDGET CODE: _______________ COST CENTER_________________ COST ELEMENT______________ WBS/CIP___ _______PHASE___ 6. CITY PROJECT MANAGER’S NAME/DEPARTMENT_________________________________________ 7. 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 I hereby acknowledge receipt and acceptance the work described above in this Task Order. of this Task Order and warrant that I have authority to sign on behalf of Consultant. APPROVED: APPROVED: CITY OF PALO ALTO COMPANY NAME: ______________________ BY:__________________________________ BY:____________________________________ Name ________________________________ Name __________________________________ Title_________________________________ Title___________________________________ Date _________________________________ Date ___________________________________
Professional Services Rev. April 27, 2018 15
EXHIBIT “B” SCHEDULE OF PERFORMANCE
(Not Applicable)
Professional Services Rev. April 27, 2018 16
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-1.
The compensation to be paid to CONSULTANT under this Agreement for all services, additional services, and reimbursable expenses shall not exceed the amount(s) stated in Section 4 of this Agreement. CONSULTANT agrees to complete all Services and
Additional Services, including reimbursable expenses, within this/these amount(s). Any
work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth in this Agreement 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. Mileage, driven during the course of Palo Alto business will be charged at IRS rate.
All requests for payment of expenses shall be accompanied by appropriate backup information. Any expense anticipated to be more than $100.00 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-1. 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.
Professional Services Rev. April 27, 2018 17
EXHIBIT “C-1” SCHEDULE OF RATES
These rates shall be subject to review periodically and may change if agreed upon by both parties.
Title Hourly Billing Rates*
Effective through June 30, 2021
Hourly Billing Rates*
Effective from July 1, 2021 through December 31, 2024
Off-Site Plan Review
(Structural) $125 $135
Off-Site Plan Review (Non- Structural) $115 $125
Commercial Building Inspector - Combination
$90 $95
Residential Building Inspector -
Combination
$85
$90
Permit Technician
$62
$65
Civil Engineer $125 $135
Administrative/Customer Service
Staff
$55
$58
Senior Fire Inspector $105 $115
Fire Inspector $100 $105
Senior Fire Plan Reviewer $110 $120
Fire Plan Reviewer $100 $105
Hourly Overtime Rate - 1.25x Hourly Rate
*Overtime and work performed on weekends, after-hours, or on holidays will be an additional 25% of the fees shown above. No overtime will be charged without City approval.
Professional Services Rev. April 27, 2018 18
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:
REQUIRED TYPE OF COVERAGE REQUIREMENT MINIMUM LIMITS
EACH OCCURRENCE AGGREGATE
YES YES
WORKER’S COMPENSATION EMPLOYER’S LIABILITY STATUTORY STATUTORY
YES GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL LIABILITY
BODILY INJURY PROPERTY DAMAGE BODILY INJURY & PROPERTY DAMAGE COMBINED.
$1,000,000 $1,000,000 $1,000,000
$1,000,000 $1,000,000 $1,000,000
YES AUTOMOBILE LIABILITY, INCLUDING ALL OWNED, HIRED, NON-OWNED
BODILY INJURY - EACH PERSON - EACH OCCURRENCE PROPERTY DAMAGE BODILY INJURY AND PROPERTY DAMAGE, COMBINED
$1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000
$1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000
YES PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE
ALL DAMAGES $1,000,000 YES 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 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 EMPLOYEES.
I. INSURANCE COVERAGE MUST INCLUDE: A. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR’S AGREEMENT TO INDEMNIFY CITY. II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE AT
THE FOLLOWING URL: https://www.planetbids.com/portal/portal.cfm?CompanyID=25569. 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. B. CROSS LIABILITY THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY SHALL
Professional Services Rev. April 27, 2018 19
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 CONSULTANT 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 CONSULTANT SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.
VENDORS ARE REQUIRED TO FILE THEIR EVIDENCE OF INSURANCE AND ANY OTHER RELATED NOTICES WITH THE CITY OF PALO ALTO AT THE FOLLOWING URL:
HTTPS://WWW.PLANETBIDS.COM/PORTAL/PORTAL.CFM?COMPANYID=25569
OR
HTTP://WWW.CITYOFPALOALTO.ORG/GOV/DEPTS/ASD/PLANET_BIDS_HOW_TO.ASP
Certificate Of Completion
Envelope Id: F875C62EB26B4DEB953E9E90C7645EAF Status: Completed
Subject: Please DocuSign: C20179105 Bureau Veritas - 06052020.pdf
Source Envelope:
Document Pages: 19 Signatures: 2 Envelope Originator:
Certificate Pages: 2 Initials: 0 Terry Loo
AutoNav: Enabled
EnvelopeId Stamping: Disabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
250 Hamilton Ave
Palo Alto , CA 94301
Terry.Loo@CityofPaloAlto.org
IP Address: 199.33.32.254
Record Tracking
Status: Original
6/8/2020 11:58:57 AM
Holder: Terry Loo
Terry.Loo@CityofPaloAlto.org
Location: DocuSign
Security Appliance Status: Connected Pool: StateLocal
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Signer Events Signature Timestamp
Heather B. Bush, Esq.
heather.bush@bureauveritas.com
Secretary and Vice President
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 161.69.123.10
Sent: 6/8/2020 12:03:19 PM
Viewed: 6/8/2020 12:05:31 PM
Signed: 6/8/2020 3:46:30 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Craig Baptista
craig.baptista@bureauveritas.com
Vice President
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 161.69.123.10
Sent: 6/8/2020 3:46:32 PM
Viewed: 6/8/2020 3:53:04 PM
Signed: 6/8/2020 3:55:59 PM
Electronic Record and Signature Disclosure:
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Sarah McRee
Sarah.McRee@CityofPaloAlto.org
Senior Management Analyst
City of Palo Alto
Security Level: Email, Account Authentication
(None)
Sent: 6/8/2020 3:56:01 PM
Viewed: 6/8/2020 4:27:26 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Carbon Copy Events Status Timestamp
Sherry Nikzat
sherry.nikzat@cityofpaloalto.org
Sr. Management Analyst
City of Palo Alto
Security Level: Email, Account Authentication
(None)
Sent: 6/8/2020 3:56:01 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
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Signing Complete Security Checked 6/8/2020 3:56:01 PM
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Professional Services Rev. April 27, 2018 1
CITY OF PALO ALTO CONTRACT NO. C20179106
AGREEMENT BETWEEN THE CITY OF PALO ALTO AND
INDEPENDENT CODE CONSULTANTS, INC. FOR PROFESSIONAL SERVICES This Agreement is entered into on this 22nd day of June, 2020, (“Agreement”) by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”),
and INDEPENDENT CODE CONSULTANTS, INC. a California corporation, located at 6280 W. Las Positas Blvd., Suite 220, Pleasanton, CA 94588 ("CONSULTANT"). RECITALS
The following recitals are a substantive portion of this Agreement. A. CITY intends to solicit On-Call Development Services Inspections and Plan Review 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 at 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
Services will be authorized by CITY, as needed, with a Task Order assigned and approved by
CITY’s Project Manager. Each Task Order shall be in substantially the same form as Exhibit A-1.
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 CITY may elect, but is not required, to authorize
Professional Services Rev. April 27, 2018 2
work up to the maximum compensation amount set forth in Section 4.
SECTION 2. TERM.
The term of this Agreement shall be from the date of its full execution through December 31, 2024 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 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” (“Basic Services”), and reimbursable expenses, shall not exceed Six Million Dollars ($6,000,000.00). CONSULTANT agrees to complete all Basic Services, including reimbursable expenses, within this amount; provided however CONSULTANT acknowledges that the compensation paid to be likely will be less than $6,000,000.00 as CITY has appropriated that amount to payments to be made under six
Agreements, of which this Agreement is one. The six Agreements shall be administered by Planning and Development Services to ensure that the total aggregate of compensation paid for these six Agreements will not exceed Six Million Dollars ($6,000,000.00). The applicable rates and schedule of payment are set out at Exhibit “C-1”, entitled “SCHEDULE OF RATES,” which is attached to and made a part of this Agreement. 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. 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 at 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.
Professional Services Rev. April 27, 2018 3
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. 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 is solely responsible for costs,
including, but not limited to, increases in the cost of Services, arising from or caused by CONSULTANT’s errors and omissions, including, but not limited to, the costs of corrections of such errors and omissions, any change order markup costs, or costs arising from delay caused by the errors and omissions or unreasonable delay in correcting the errors and omissions. 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 CITY’s stated construction budget, CONSULTANT shall make recommendations to 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 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
Professional Services Rev. April 27, 2018 4
without the approval of the City Manager will be void.
SECTION 12. SUBCONTRACTING.
Option 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: DK Engineering 1931 San Miguel Drive, Suite 100,
Walnut Creek, CA 94596
(925) 932-8686 CONSULTANT 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 Greg Shriver as
the Project Supervisor 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 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.
CITY’s project manager is Evon Ballash, Development Services, 250 Hamilton Ave, Palo Alto, CA 94301, Telephone: (650) 329-2223. The project manager will be CONSULTANT’s point of contact with respect to performance, progress and execution of the Services. 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
Professional Services Rev. April 27, 2018 5
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.
[Option B applies to any consultant who does not qualify as a design professional 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 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 "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
Professional Services Rev. April 27, 2018 6
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 concurrent-
ly 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 Chief Procurement Officer 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
Professional Services Rev. April 27, 2018 7
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 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
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 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
Professional Services Rev. April 27, 2018 8
discriminate in the employment of any person due to that person’s race, skin color, gender, gender identity, age, religion, disability, national origin, ancestry, sexual orientation, pregnancy, genetic
information or condition, 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 Preferred Purchasing policies which are available at 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 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: (a) 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 of 30% or greater post-consumer content paper, unless otherwise approved by 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. (b) Goods purchased by CONSULTANT on behalf of CITY shall be purchased in accordance with 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 Division’s office.
(c) Reusable/returnable pallets shall be taken back by CONSULTANT, at no additional cost to 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. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE. CONSULTANT shall comply with all requirements of the Palo Alto Municipal Code Chapter 4.62 (Citywide Minimum Wage), as it may be amended from time to time. In particular, for any employee otherwise entitled to the State minimum wage, who performs at least two (2) hours of work in a calendar week within the geographic boundaries of the City, CONSULTANT shall pay
such employees no less than the minimum wage set forth in Palo Alto Municipal Code section 4.62.030 for each hour worked within the geographic boundaries of the City of Palo Alto. In addition, CONSULTANT shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code section 4.62.060. SECTION 25. NON-APPROPRIATION
25.1. This Agreement is subject to the fiscal provisions of the Charter of the City
Professional Services Rev. April 27, 2018 9
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 26. PREVAILING WAGES AND DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS
26.1 This Project is not subject to prevailing wages. CONSULTANT is not required to pay prevailing wages in the performance and implementation of the Project in
accordance with SB 7 if the contract is not a public works contract, if the contract does not include a public works construction project of more than $25,000, or the contract does not include a public works alteration, demolition, repair, or maintenance (collectively, ‘improvement’) project of more than $15,000.
SECTION 27. MISCELLANEOUS PROVISIONS.
27.1. This Agreement will be governed by the laws of the State of California.
27.2. 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. 27.3. 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.
27.4. 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. 27.5. 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. 27.6. 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. 27.7. All exhibits referred to in this Agreement and any addenda, appendices,
Professional Services Rev. April 27, 2018 10
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.
27.8 In the event of a conflict between the terms of this Agreement and the exhibits hereto or CONSULTANT’s proposal (if any), the Agreement shall control. In the case of any conflict between the exhibits hereto and CONSULTANT’s proposal, the exhibits shall control.
27.9 If, pursuant to this Agreement 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 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. 27.10 All unchecked boxes do not apply to this Agreement. 27.11 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.
27.12 This Agreement may be signed in multiple counterparts, which shall, when executed by all the parties, constitute a single binding agreement.
Professional Services Rev. April 27, 2018 11
CONTRACT No. C20179106 SIGNATURE PAGE
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
APPROVED AS TO FORM:
City Attorney or designee
INDEPENDENT CODE CONSULTANTS, INC Officer 1
By:
Name:
Title:
Officer 2
By:
Name:
Title:
Attachments:
EXHIBIT “A”: SCOPE OF SERVICES
EXHIBIT “A-1” PROFESSIONAL SERVICES TASK ORDER (for on-call contracts only) EXHIBIT “B”: SCHEDULE OF PERFORMANCE (Not Applicable) EXHIBIT “C”: COMPENSATION EXHIBIT “C-1”: SCHEDULE OF RATES
EXHIBIT “D”: INSURANCE REQUIREMENTS
Abigail Obligacion
President
Secretary
Kelly Park-Li
Professional Services Rev. April 27, 2018 12
EXHIBIT “A” SCOPE OF SERVICES
CONSULTANT shall ensure that all contract staff assigned to work under this scope shall complete and
file a Form 700, Statement of Economic Interests, which can be found at
http://www.fppc.ca.gov/Form700.html. This requirement is consistent with the City of Palo Alto’s
Conflict of Interest Code and the California Political Reform Act.
On-Call Development Services Support
The Planning and Development Services Department utilizes outside firms on an on-call basis for
professional services consisting of Permit Processing, Plan Check, and Inspection services. Consultant
staff shall work under the supervision of the Lead as assigned by the consultant firm, in consultation
with the Chief Building Official, Fire Marshall or designee. Consultant Lead shall act as a project
manager and liaison between CITY and consultant staff.
When requested to provide additional assistance, CONSULTANT shall provide to CITY resumes
(including licenses and other credentials) of all individuals proposed to perform requested services.
CITY retains the right to reject any or all of consultant’s staff. CONSULTANT shall provide personnel
capable of reviewing and providing recommendations to written City guidelines. CONSULTANT shall
make contract personnel available for emergency response at the same hourly rates as conditions
specified in this agreement.
CONSULTANT shall be responsible for providing all equipment and training necessary to perform the
work, unless otherwise directed by CITY. Travel costs to and from City offices will not be reimbursed.
Travel outside the Bay Area, if required, 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.
CONSULTANT shall ensure, at their sole expense, that consultant staff maintain certifications required
to perform the services requested by CITY. Training is the responsibility of CONSULTANT where staff
must maintain training and certifications as required by State regulations and consistent with ISO -
Level 1 requirements and training on the City’s local amendments to city code. CONSULTANT is
responsible for providing IT security, ethics, and harassment training to assigned staff that complies
with the standards of the CITY. CONSULTANT shall not charge the CITY for training, time in training, or
any expenses related to training.
Invoices shall be submitted electronically to PCEContracts@cityofpaloalto.org. If the proposal includes
subconsultants, the proposal will clearly indicate all overhead costs included for overseeing the
subcontract. Reimbursable expenses shall be reimbursed at cost.
CONSULTANT shall provide personnel capable of reviewing and providing recommendations to written
City inspection guidelines. For consistency in proposal review, proposals should include specific hourly
rates per year (no ranges) for the following positions, if applicable to the proposal:
Temporary Chief Building Official
Professional Services Rev. April 27, 2018 13
Temporary Deputy or Assistant Chief Building Official
On-Site Inspection Manager (Contract Lead)
On-Site Plan Review Manager (Contract Lead)
Off-Site Plan Review - Structural
Off-Site Plan Review – Non-Structural
On-Site Plan Review - Structural
On-Site Plan Review – Non-Structural
Commercial Building Inspector - Combination
Residential Building Inspector - Combination
Permit Technician
Engineering Technician
Civil Engineer
Inspector of Record (including DSA or OSHPD)
Code Enforcement Officer
Administrative/Customer Service Staff
Senior Fire Inspector
Fire Inspector
Senior Fire Plan Reviewer
Fire Plan Reviewer
Hourly overtime rate
Permit Processing Services
CONSULTANT shall be responsible for providing permit-technician, clerical and/or administrative
services as requested by CITY on an as-needed basis. Assigned consultant staff shall possess the
knowledge, skills, and abilities to perform any combination of the following functions:
1. Enter permit and related data into the Accela permit tracking system;
2. Research, compile and prepare various reports and graphics;
3. Assist the general public at the front counter or by phone/email regarding building, planning,
engineering and fire permit requirements, application and permit fees, application filing
procedures and processing, and permit status;
4. 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;
5. Review application materials for compliance with conditions of project approval; route plans
to other City department for review;
6. Approve and issue minor permits; research and respond to public inquiries;
7. Build and maintain positive working relationships with co-workers, City staff and the public
using principles of good customer service;
8. Assists in general office duties, such as filing, typing, preparing plans for permit issuance and
other related services as assigned.
Plan Review Services
CONSULTANT shall be responsible for providing plan check services as requested by CITY on an as
needed basis with the knowledge, skills and abilities to perform the following services.
Professional Services Rev. April 27, 2018 14
1. Initial plan review of project plans and other related documents submitted in conjunction with
applications for building permits to determine compliance with the adopted code, applicable
laws, regulations, ordinances, and City policies. The services shall include, but not be limited
to, review of the following, as applicable to each project: architectural, structural, electrical,
mechanical, and plumbing plans; structural calculations; accessibility compliance; fire and life
safety components; civil plans, excavation and grading applications; geotechnical reports
related to structural design; green building and energy code compliance documentation and
deferred submittal items.
2. Provide the applicant’s designee and the City a typed list of items needing clarification or
change to achieve conformance with the above regulations.
3. Provide sufficient communication with the applicant’s designee(s), either by telephone, email,
mail, or meeting and perform all necessary plan reviews to achieve conformance to the
regulations.
4. Perform plan reviews of revisions to plans that have previously been approved for permit
issuance.
5. Provide Consultant Lead/Plan Review Project Manager with periodic reports on the plan
review status for all assigned projects.
Inspection Services
CONSULTANT shall be responsible for providing inspection services as requested by CITY on an as-
needed basis with the knowledge, skills and abilities to perform the following services:
1. Inspections and re-inspections for building permits to determine compliance with adopted
codes, applicable laws, regulations, ordinances, and City policies. The services shall include,
but not be limited to review of the following as applicable to each project: architectural,
structural, electrical, mechanical, and plumbing plans; structural calculations; accessibility
compliance; fire and life safety components; geotechnical reports related to structural design;
green building and energy code compliance documentation and deferred submittal items.
2. Coordinate assigned inspection and re-inspection requests.
3. Enter inspection records into the Accela permit tracking system. Maintain inspection records
for assigned projects as determined by the City.
Professional Services Rev. April 27, 2018 15
EXHIBIT “A-1”
PROFESSIONAL SERVICES TASK ORDER
Consultant hereby agrees to perform the work detailed below in accordance with all the terms and conditions of the Agreement referenced in Item 1A 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. ISSUE DATE Purchase Requisition No.
1A. MASTER AGREEMENT NUMBER
1B. TASK ORDER NO. 2. CONSULTANT 3. PERIOD OF PERFORMANCE: START: COMPLETION:
4 TOTAL TASK ORDER PRICE: $ BALANCE REMAINING IN MASTER AGREEMENT $ 5. BUDGET CODE:
COST CENTER PHASE COST ELEMENT WBS/CIP
6. CITY PROJECT MANAGER’S NAME/DEPARTMENT
7. 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 I hereby acknowledge receipt and acceptance the work described above in this Task Order. of this Task Order and warrant that I have authority to sign on behalf of Consultant.
APPROVED: APPROVED: CITY OF PALO ALTO COMPANY NAME: _
BY: Name
Title Date
BY: Name
Title Date
Professional Services Rev. April 27, 2018 16
EXHIBIT “B” SCHEDULE OF PERFORMANCE
(Not Applicable)
Professional Services Rev. April 27, 2018 17
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-1. The compensation to be paid to CONSULTANT under this Agreement for all services, additional services, and reimbursable expenses shall not exceed the amount(s) stated in
Section 4 of this Agreement. CONSULTANT agrees to complete all Services and
Additional Services, including reimbursable expenses, within this/these amount(s). Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth in this Agreement 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. Mileage, driven during the course of Palo Alto business will be charged at IRS rate.
B. Printing and photographic work courier services are reimbursable at 20% mark-up. All requests for payment of expenses shall be accompanied by appropriate backup information. Any expense anticipated to be more than $100.00 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-1. 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.
Professional Services Rev. April 27, 2018 18
EXHIBIT “C-1” SCHEDULE OF RATES
These rates shall be subject to review periodically and may change if agreed upon by both parties.
Plan Review Services Unit Rate Unit
Structural Review $115.00 Hour
Non-Structural Review $ 85.00 Hour
Fire Review $115.00 Hour
Civil Review $128.00 Hour
Building Department Support Staff Unit Rate Unit
On-Site Plans Examiner/Engineer $119.00 Hour
Basis of Charges Unit Rate
Work over 8 hours a day Time and One-Half
Work over 12 hours, Monday through Friday Double Time
Work on Saturdays Time and One-Half
Work over 8 hours on Saturday Double Time
Work on Sundays/Holidays Double Time
Reimbursables cost
r:l
ENGINEERING
SURVEYING • PLANNING
STANDARD CHARGE RATES
(Effective through June 1, 2020) PERSONNEL CHARGES
Charges for personnel engaged in professional and/or technical work are made for the actual hours directly chargeable to the project. Rates are subject to change.
Rates are as follows: OFFICE SERVICES Principal Engineer
Senior Project Manager
Project Manager
Senior Engineer Sr. Associate Engineer
Associate Engineer
Engineer
Senior Planner Associate Planner
Planner
Senior Project Designer
Project Designer Designer
GADD/Draftsperson
Graphic Artist
Administrative FIELD SERVICES
One-Man Field Party
Two-Man Field Party I GPS Crew
Three-Man Field Party
Survey Manager Senior Land Surveyor
Land Surveyor
Senior Survey Technician Survey Technician
CHARGE RATES $ 235.00/hr $ 205.00/hr
$ 195.00/hr
$ 190.00/hr $ 180.00/hr $ 175.00/hr
$ 165.00/hr
$ 170.00/hr $ 165.00/hr $ 160.00/hr
$ 175.00/hr
$ 165.00/hr $ 135.00/hr $ 120.00/hr
$ 90.00/hr $ 80.00/hr
$ 205.00/hr $ 260.00/hr
$ 310.00/hr $ 205.00/hr
$ 190.00/hr $ 185.00/hr
$ 175.00/hr
$ 145.00/hr
1931 San Miguel Drive, Suite 100, Walnut Creek, CA 94596 Tel:(925) 932-6868 www.dkEngin.com
Professional Services Rev. April 27, 2018 17
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:
REQUIRED TYPE OF COVERAGE REQUIREMENT MINIMUM LIMITS
EACH OCCURRENCE AGGREGATE
YES WORKER’S COMPENSATION
YES EMPLOYER’S LIABILITY
STATUTORY STATUTORY
YES GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL LIABILITY
BODILY INJURY
PROPERTY DAMAGE
BODILY INJURY & PROPERTY DAMAGE COMBINED.
$1,000,000 $1,000,000 $1,000,000
$1,000,000 $1,000,000 $1,000,000
YES AUTOMOBILE LIABILITY, INCLUDING ALL OWNED, HIRED, NON-OWNED
BODILY INJURY - EACH PERSON - EACH OCCURRENCE
PROPERTY DAMAGE
BODILY INJURY AND PROPERTY DAMAGE, COMBINED
$1,000,000 $1,000,000 $1,000,000 $1,000,000
$1,000,000
$1,000,000 $1,000,000 $1,000,000 $1,000,000
$1,000,000
YES PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE
ALL DAMAGES
$1,000,000
YES 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 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 EMPLOYEES.
I. INSURANCE COVERAGE MUST INCLUDE: A. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR’S AGREEMENT TO INDEMNIFY CITY. II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE AT
THE FOLLOWING URL: https://www.planetbids.com/portal/portal.cfm?CompanyID=25569.
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.
Professional Services Rev. April 27, 2018 18
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 CONSULTANT 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 CONSULTANT SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. VENDORS ARE REQUIRED TO FILE THEIR EVIDENCE OF INSURANCE AND ANY OTHER RELATED NOTICES WITH THE CITY OF PALO ALTO AT THE FOLLOWING URL:
HTTPS://WWW.PLANETBIDS.COM/PORTAL/PORTAL.CFM?COMPANYID=25569 OR
HTTP://WWW.CITYOFPALOALTO.ORG/GOV/DEPTS/ASD/PLANET_BIDS_HOW_TO.ASP
Certificate Of Completion
Envelope Id: 30A2B3F38F36477FA71EB7D366332C78 Status: Completed
Subject: Please DocuSign: C20179106 Independent Code - 06052020.pdf
Source Envelope:
Document Pages: 21 Signatures: 2 Envelope Originator:
Certificate Pages: 2 Initials: 0 Terry Loo
AutoNav: Enabled
EnvelopeId Stamping: Disabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
250 Hamilton Ave
Palo Alto , CA 94301
Terry.Loo@CityofPaloAlto.org
IP Address: 199.33.32.254
Record Tracking
Status: Original
6/8/2020 12:03:42 PM
Holder: Terry Loo
Terry.Loo@CityofPaloAlto.org
Location: DocuSign
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Signer Events Signature Timestamp
Abigail Obligacion
aobligacion@independentcodeconsultants.com
President
Security Level: Email, Account Authentication
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Using IP Address: 96.76.207.102
Signed using mobile
Sent: 6/8/2020 12:06:06 PM
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Signed: 6/8/2020 1:15:06 PM
Electronic Record and Signature Disclosure:
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Kelly Park-Li
kpark-li@independentcodeconsultants.com
Secretary
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 73.15.93.7
Sent: 6/8/2020 1:15:08 PM
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Signed: 6/8/2020 1:23:52 PM
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Sarah McRee
Sarah.McRee@CityofPaloAlto.org
Senior Management Analyst
City of Palo Alto
Security Level: Email, Account Authentication
(None)
Sent: 6/8/2020 1:23:54 PM
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