HomeMy WebLinkAbout05.B- City Manager 5.B
RESOLUTION (ID #2988) DOC ID: 2988 C
CITY OF SAN BERNARDINO —REQUEST FOR COUNCIL ACTION
Purchase Order
From: Allen Parker M/CC Meeting Date: 04/07/2014
Prepared by: Norma Camarena, (909) 384-
5286
Dept: City Manager Ward(s): All
Subject:
Resolution of the Mayor and Common Council of the City of San Bernardino Authorizing The
Execution of Amendment Number One to the Services Agreement Between the City of San
Bernardino and Willdan Engineering and Issuance of a Purchase Order to Willdan Engineering
to Provide Fire Life Safety Plan Review Services. (#2988)
Current Business Registration Certificate: Yes
Financial Impact:
Compensation to Willdan Engineering is $128 per hour with a not to exceed amount of$10,000
for fire life safety plan review services provided through June 30, 2014. Funding for this
purchase order is included in the Fire Department's FY 2013-14 Adopted Budget, account
number 001-200-0047-5505 (Other Professional Services) in the amount of$5,500 and account
number 211-200-0114-5505 (Other Professional Services) in the amount of$4,500; combined
total amount of$10,000. There is no additional cost to the General Fund for this purchase order.
Account Number: 001-200-0047-5505
Account Budgeted Amount: $1,900
Balance as of March 20, 2014: $5,500 (pending budget transfer)
Balance after approval of item: $0
Account Number: 211-200-0114-5505
Account Budgeted Amount: $18,600
Balance as of March 20, 2014: $5,100 (pending budget transfer)
Balance after approval of item: $600
Please note this balance does not indicate available funding. It does not include non-encumbered
reoccurring expenses or expenses incurred but not yet processed.
Motion: Adopt the Resolution.
Synopsis of Previous Council Action:
09/20/10 Resolution No. 2010-309 authorizing the City Manager to execute services
agreements with Bureau Veritas, CSG Consultants, JAS Pacific, and Willdan
Engineering for the provision of professional plan review services.
Background:
The Fire Plans Examiner position was eliminated during the budget cuts a few years ago and all
duties were reassigned to the Community Fire Risk Reduction Supervisor. The position was a
Updated:4/3/2014 by Georgeann"Gigi"Hanna C I Packet Pg. 29
2988
revenue generating position that generates on average $100,0004120,000 annually. The Fire
Plans Examiner was responsible for all new construction plan check, field inspections and
development meetings.
With the dramatic increase in new construction, the need to outsource the plan review is an
immediate need that will maintain the required turnaround times for plan review. With the loss
of the Fire Plans Examiner these duties have fallen under the direction and review of the
Community Fire Risk Reduction Supervisor who is also responsible for all field inspections,plan
review, and the management duties of the Community Risk Reduction Program. With all the
demands that fall under this position like plan check, field inspections, and development
meetings this essential duty cannot be maintained under the current organization. With the
ability to outsource the plan check, the Community Risk Reduction Program will still be required
to do the field inspections and development meetings but a large portion of the plan check will
be removed.
Pursuant to the City's bidding process, Willdan Engineering was awarded an agreement to
provide plan review services for the Community Development Department under Request for
Quote #F-11-01. The agreement was entered into on September 20, 2010 for plan review
services from September 20, 2010 with three one-year extensions (Exhibit B).
Therefore, the Fire Department is requesting approval to amend the existing Community
Development Department agreement with Willdan Engineering to include fire life safety plan
review services (Exhibit A). This amendment will allow the Fire Department to send out fire
plans to be reviewed until June 30, 2014. Amendment Number One, amends Section 1.1 Scope
of Services, Section 2.1 Compensation, and Section 4.1 Term of the Agreement of Willdan
Engineering's agreement to include fire life safety plan review services for the Fire Department.
All other terms and conditions of the agreement remain unchanged.
In addition,the Fire Department is requesting that Willdan Engineering be issued a purchase
order for the required fire life safety plan review services in the amount of$10,000.
City Attorney Review:
Supportiny,Documents:
reso 2988 (PDF)
agmt 2988 (PDF)
Willdan Engineering-Exhibit 1 Quote (PDF)
Willdan Engineering-Exhibit B Resolution 2010-309 and Agreements (PDF)
Updated:4/3/2014 by Georgeann"Gigi"Hanna C Packet Pg. 30
i
Aft
1 RESOLUTION NO.
2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF
SAN BERNARDINO AUTHORIZING THE EXECUTION OF AMENDMENT
3 NUMBER ONE TO THE SERVICES AGREEMENT BETWEEN THE CITY OF SAN
BERNARDINO AND WILLDAN ENGINEERING AND ISSUANCE OF A
4 PURCHASE ORDER TO WILLDAN ENGINEERING TO PROVIDE FIRE LIFE
5 SAFETY PLAN REVIEW SERVICES. L
d
a�
6 WHEREAS, on September 20, 2010, the Mayor and Common Council adopted ,
W
7 Resolution No. 2010-309 authorizing the City to enter into Services Agreements with Bureau M
8 Veritas, CSG Consultants, JAS Pacific and Willdan Engineering for professional plan review §
0
9
services, per Specification No. F-11-01, for the term of one year and three one-year a
10 0
extensions.
11 ti U
_
12 WHEREAS, Willdan Engineering and the City of San Bernardino Fire Department N
13 wish to amend the agreement to include Fire Life Safety Plan Review for the period of April
0
14 7, 2014 through June 30, 2014,
15 E
BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE z
16 CITY OF SAN BERNARDINO AS FOLLOWS:
17
_
18 SECTION 1. The City Manager is hereby authorized and directed to execute E
4
19 Amendment Number One to the September 20, 2010 Services Agreement with Willdan co
CD
20 Engineering, a copy of which is attached hereto, marked Exhibit"A", and incorporated herein co
0)
21 N
by reference as though fully set forth at length; and 0
22
SECTION 2. The Director of Administrative Services or his designee is authorized to d
23 E
24 issue a purchase order to Willdan Engineering for Fire Life Safety Plan Review Services for
a
25 a total amount not to exceed $10,000, which shall reference this Resolution and shall
26 incorporate the terms and conditions of the agreement.
27
28
Packet Pg.31
I RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF
2 SAN BERNARDINO AUTHORIZING THE EXECUTION OF AMENDMENT
NUMBER ONE TO THE SERVICES AGREEMENT BETWEEN THE CITY OF SAN
3 BERNARDINO AND WILLDAN ENGINEERING AND ISSUANCE OF A
4 PURCHASE ORDER TO WILLDAN ENGINEERING TO PROVIDE FIRE LIFE
SAFETY PLAN REVIEW SERVICES.
c
5
6 SECTION 3. The authorization to execute the above referenced Amendment and S
c
w
7 Purchase Order is rescinded if the parties to the Agreement fail to execute it within thirty(30)
M
days of the passage of this Resolution.
0
9
O
10 o
11
12 N
13 `°
d
14 IlI o
15 /// E
Z
16
a�
17
c
a�
18
19 °°
20 co
00
21 /// N
y
22
23
E
24 r
//I a
25
26
27 Ill
28
Packet Pg:32
i
9
i
1 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF
2 SAN BERNARDINO AUTHORIZING THE EXECUTION OF AMENDMENT
NUMBER ONE TO THE SERVICES AGREEMENT BETWEEN THE CITY OF SAN
3 BERNARDINO AND WILLDAN ENGINEERING AND ISSUANCE OF A
PURCHASE ORDER TO WILLDAN ENGINEERING TO PROVIDE FIRE LIFE
4 SAFETY PLAN REVIEW SERVICES.
a�
5 �
d
6 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and =
w
7 =
Common Council of the City of San Bernardino at a meeting
8
thereof, held on the day of , 2014,by the following vote,to wit: o
9 0
a
10 Council Members: AYES NAYS ABSTAIN ABSENT o
as
U
11 =
MARQUEZ
N
1.2 N
BARRIOS
_
13
VALDIVIA =
°
14
d
15 SHORETT
z
16 NICKEL
a�
17 �
JOHNSON c
CD
E
18 MULV IHILL a
19 °°
20 Georgeann Hanna, City Clerk o0
00
21 The foregoing resolution is hereby approved this day of , 2014. o
22 L
23 E
24 R. Carey Davis, Mayor
City of San Bernardino a
25
Approved as to form:
26 Gary D. Saenz, City Attorney
27
28 B�.
Packet Pg.33
E I
AMENDMENT NUMBER ONE TO SERVICES AGREEMENT WITH
WILLDAN ENGINEERING
THIS AMENDMENT NUMBER ONE TO SERVICES AGREEMENT WITH WILLDAN
ENGINEERING ("Amendment") is made between Willdan Engineering ("Company") and the City of
San Bernardino (the "City") on April 7, 2014.
WHEREAS, the parties wish to amend the Services Agreement that was entered into on September 20,
2010 ("Agreement")to include Fire Life Safety Plan Review;
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged,the parties hereto agree as follows:
1. This Amendment is made with respect to the following facts and purposes: w
_
a. On September 20, 2010, the City and Vendor entered into that certain agreement
entitled "Agreement for Professional Plan Review Services" between the City of San
Bernardino Community Development and Willdan Engineering" for$266,700.
0
a.
2. Section 1.1 Scope of Services of the Agreement is hereby amended to include Fire Life Safety o
Plan Review services for the Fire Department in accordance with the quote dated February 25, c
2014, attached hereto as Exhibit 1.
U)
3. Section 2.1 Compensation of the Agreement is hereby amended to include compensation not to
exceed $10,000 for the Fire Department's Fire Life Safety Plan Review services, in accordance W
d
with Exhibit 1. o
4. Section 4.1 Term of the Agreement is hereby amended to include the Fire Department's Fire Life E
Safety Plan Review services from April 7, 2014 through June 30, 2014, in accordance with
Exhibit 1. Z
c
d
5. Except for the changes specifically set forth herein, all other terms and conditions of the E
Agreement shall remain in full force and effect. E
a
IN WITNESS THEREOF,the parties hereto have caused this Amendment Number One to be
executed by and through their respective authorized officers, as of the date first above written. co
Go
00
CITY OF SAN BERNARDINO VENDOR N
A Municipal Corporation Willdan Engineering E
ca
By: By: E
Allen Parker, City Manager
a
APPROVED AS TO FORM:
Gary D. Saenz, City Attorney
1
Packet Pg.34
S.B.c
W1 LLDAN extending
It your
Engineering reach
rn
_
aD
February 25, 2014 w
_
Mr. George Avery
Fire Chief
City of San Bernardino 0
0
Fire Department n.
w
200 East 3rd Street 0
San Bernardino, CA 92410 U
_
Subject: Fire Life Safety Plan Review y
_
Dear Mr. Avery:
_
0
Per your request, Willdan is pleased to present this proposal to provide Fire Life Safety plan review
services to the City of San Bernardino, Fire Department. E
z
Fire plans including suppression systems, alarm systems, sprinkler systems and fire-life safety, will
be reviewed in accordance with the 2013 California Fire Code, provisions of Title 19 and NFPA E
'I standards and any City ordinances. Turn-around time for first review is seven (7) to ten (10) _
working days, five (5)working days for rechecks. E
a
We propose to provide these services for a time and material rate of $128/hour with a not to 00
exceed fee of$10,000 for plan review services provided through June 30, 2014. For the forty-five N
(45) plans that we recently received, we estimate$4,864.00 to complete the reviews.
w
0
A designated Willdan staff person will pick up the plans from the Fire Department, and return them
to the Fire Department at no cost to the Department. The Willdan contacts are Mr. Dana Reed,
909.386.0213 and Ms. Estelle Cope, 909.386.0201.
X
Please let me know if you need any additional information. We look forward to providing these l
services to the Fire Department. _
Respectfully submitted,
_
WILLDAN ENGINEERING w
_ _
Ronald L. Espalin, PE
Director of Building and Safety
s
cc: Dana Reed, Willdan a
Estelle Cope, Willdan
Engineering and Planning I Energy Efficiency and Sustainability I Financial and Economic Consulting I National Preparedness and Interoperability
909.386.0200 1 800.789.7517 1 fax:909.888.5107 1 650 E.Hospitality Lane,Suite 250,San Bernardino,CA 92408-3317 1 ww
I
O
1 0
RESOLUTION NO. 2010-309 a
2 °
3 RESOLUTION OF THE CITY OF SAN BERNARDINO AUTHORIZING THE
4 CITY MANAGER TO EXECUTE SERVICES AGREEMENTS WITH BUREAU N
VERITAS, CSG CONSULTANTS, JAS PACIFIC, AND WILLDAN ENGINEERING
5 FOR THE PROVISION OF PROFESSIONAL PLAN REVIEW SERVICES.
6 BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE
7
CITY OF SAN BERNARDINO AS FOLLOWS: E
Z
g SECTION 1. BUREAU VERITAS, CSG CONSULTANTS, JAS PACIFIC AND
a�
E
9 WILLDAN ENGINEERING are firms competent, experienced and able to perform said r
a)
E
10 services and have provided the most advantageous and best responsible proposals for Q
00
co
11 provision of PROFESSIONAL PLAN REVIEW SERVICES, per Specification No. F-11-01 N
12
for purchase order amounts totaling $355,600 in aggregate, with three single year renewal E
'{ 13
options. Pursuant to this determination, the Purchasing Manager is hereby authorized and
14 a
15 directed to issue Purchase Orders for said services to said firms; and all other proposals are
0
M
16 hereby rejected. o
0
17 SECTION 2, The City Manager is hereby authorized and directed to execute Services
18 Agreements on behalf of the City; a copy of each agreement is attached hereto and o
19 incorporated herein(Exhibits A, B,C and D). m
20
SECTION 3. The authorization to execute the above referenced agreements is x
21 w
22
rescinded if they are not executed within sixty(60)days of the passage of this resolution. c
23
W
24 Ill
25
w
26
d
E
27
a
28
- 1 -
Packet Pg.36
I
a 2010-309
1 RESOLUTION...AUTHORIZING THE CITY MANAGER TO EXECUTE p
SERVICES AGREEMENTS WITH BUREAU VERITAS, CSG CONSULTANTS, JAS a
2 PACIFIC AND WILLDAN ENGINEERING FOR THE PROVISION OF
3 PROFESSIONAL PLAN REVIEW SERVICES.
4 I HEREBY CERTIFY that the foregoing resolution was duly adopted by the Mayor N
�o
5 and Common Council of the City of San Bernardino at a joint regular meeting c
0
6 thereof, held on the 20th day of September , 2010, by the following vote, to wit:
E
7 Council Members: AYES NAYS ABSTAIN ABSENT z
8
MARQUEZ x E
9
d
10 DESJARDINS x a
co
co
11 BRINKER x N
12 SHORETT x
E
13 KELLEY x L
14 JOHNSON x
a
c
15
MC CAMMACK x M
16 °
0
18 City Clerk o
U)
19 The foregoing resolution is hereby approved this day of September , 2010. W'ca
20 <-�-cc-
Tobin Brinker, Mayor Pro Tem w
21 City of San Bernardino
22
Approved as to Form:
23
JAMES F. PENMAN, _
24 City Attorney
25
26 By: Pis•
27
d
28 /
-2 -
Packet Pg.37
r 2010-309
r^� o
Exhibit A o
IL
4-
0
a�
AGREEMENT FOR PROFESSIONAL PLAN REVIEW SERVICES
0
N
THIS AGREEMENT is made and entered into this 20th day of September
.0
2010 ("Effective Date"), by and between the CITY OF SAN BERNARDINO, a charter
city("City"), and BUREAU VERITAS NORTH AMERICA, INC., a California =
corporation("Consultant").
L
CD
WITNESSETH : 3
Z
A. WHEREAS, City proposes to have Consultant perform professional plan review
services described herein; and c
d
B. WHEREAS, Consultant represents that it has that degree of specialized expertise Q
contemplated within California Government Code, Section 37103, and holds all co
necessary licenses to practice and perform the services herein contemplated; and N
C. WHEREAS, City and Consultant desire to contract for professional plan review
services and desire to set forth their rights, duties and liabilities in connection with the d
services to be performed; and L
D. WHEREAS, no official or employee of City has a financial interest, within the =
provisions of California Government Code, Sections 1090-1092, in the subject matter of
this Agreement. M
0
0
NOW, THEREFORE, for and in consideration of the mutual covenants and N
c
conditions contained herein, the parties hereby agree as follows: g
0
0
1.0. SERVICES PROVIDED BY CONSULTANT
m
m
1.1. Scope of Services. Consultant shall furnish professional plan review
services to City in accordance with Specification No. F-11-01 and Consultant's Proposal
dated August 10, 2010, on file with the Director of Community Development, w
collectively incorporated herein. _
L
1.2. Professional Practices. All professional services to be provided by =
Consultant pursuant to this Agreement shall be provided by personnel experienced in r-
their respective fields and in a manner consistent with the standards of care, diligence and c
skill ordinarily exercised by professional Consultants in similar fields and circumstances a
in accordance with sound professional practices. Consultant also warrants that it is
familiar with all laws that may affect its performance of this Agreement and shall advise
City of any changes in any laws that may affect Consultant's performance of this
l Agreement.
a
C:\Documents and Settings\hempen\My Documents\Bureau Veritas Agmt pin chk 9-16-10 STRIKEOUT.doc
1 Packet Pg.38
i
2010-309
0
1.3. Warranty. Consultant warrants that it shall perform the services required 0
by this Agreement in compliance with all applicable Federal and California employment a
laws including, but not limited to, those laws related to minimum hours and wages; 0 d
occupational health and safety; fair employment and employment practices; workers'
compensation insurance and safety in employment; and all other Federal, State and local N
laws and ordinances applicable to the services required under this Agreement.
Consultant shall indemnify, defend, and hold harmless City from and against all claims, o
demands, payments, suits, actions, proceedings, and judgments of every nature and
description, including reasonable attorneys' fees and costs, presented, brought, or o
recovered against City for, or on account of any liability under any of the above-
mentioned laws, which may be incurred by reason of Consultant's performance under E
this Agreement. Z
as
1.4. Non-discrimination. In performing this Agreement, Consultant shall not E
engage in, nor permit its agents to engage in, discrimination in employment of persons
because of their race, religion, color, national origin, ancestry, age, physical handicap, E
medical condition, marital status, sexual gender or sexual orientation, or any other
category protected by law, except as permitted pursuant to Section 12940 of the rn
Government Code. Violation of this provision may result in the imposition of penalties
referred to in Labor Code, Section 1735.
a�
E
1.5 Non-Exclusive Agreement. Consultant acknowledges that City may enter a
into agreements with other Consultants for services similar to the services that are subject a
to this Agreement or may have its own employees perform services similar to those =
services contemplated by this Agreement. M
0
M
1.6. Delegation and Assignment. This is a personal services contract, and the o
duties set forth herein shall not be delegated or assigned to any person or entity without N
the prior written consent of City. o
1.7. Business License: The Consultant shall obtain and maintain a valid City
Business Registration Certificate during the term of this Agreement.
m
1.8. Duty of Loyalty/Conflict of Interest: The Consultant understands and
agrees that in performing plan review services for the City, Consultant shall maintain a w
fiduciary duty and a duty of loyalty to the City in performing Consultant's obligations a,
under this Agreement. Consultant, in performing its obligations under this Agreement, is
governed by California's conflict of interest laws, Government Code Section 87100 et
seq., and Title 2, California Code of Regulations Section 18700 et seq.
W
c
2.0. COMPENSATION AND BILLING
2.1. Compensation. Over the term of this Agreement, Consultant shall be paid
r
for such services in accordance with the specifications contained in RFQ F-11-01 and the
applicant's proposed pricing contained in their submitted proposal.
r
a
C:\Documents and Settings\hempen\My Documents\Bureau veritas Agmt p1n chk 9-16-10 STRIKEOUT.doc
2
Packet'Pg.39
2010-309
0
2.2. Additional Services. Consultant shall not receive compensation for any a
services provided outside the Scope of Services specified in this Agreement unless the —
City, prior to Consultant performing the additional services, approves such additional
services in writing. It is specifically understood that oral requests and/or approvals of
such additional services or additional compensation shall be barred and are N
unenforceable. —
c
M
2.3. Method of Billing. Consultant may submit invoices to City's Community
Development Director for approval on a progress basis, but no more often than monthly. O
L
Said invoice shall be based on the total of all of Consultant's services which have been -0
completed to City's sole satisfaction. City shall pay Consultant's invoice within forty-five E
(45) days from the date City receives said invoice. Each invoice shall describe in detail, Z
the services performed and the associated time for completion. Any additional services E
approved and performed pursuant to this Agreement shall be designated as "Additional -0
Services" and shall identify the number of the authorized change order, where applicable, E
on all invoices. a
00
2.4. Records and Audits. Records of Consultant's services relating to this N
Agreement shall be maintained in accordance with generally recognized accounting N
jprinciples and shall be made available to City for inspection and/or audit at mutually
convenient times for a period of three (3) years from the Effective Date. E
d
0
L
3.0. TIME OF PERFORMANCE a
3.1. Commencement and Completion of Work. The professional services to be
CD
performed pursuant to this Agreement shall commence within five (5) days from the M
Effective Date of this Agreement. Said services shall be performed in strict compliance °
with the Schedule issued by the Community Development Director or his/her designee. N
Failure to commence work in a timely manner and/or diligently pursue work to c
completion may be grounds for termination of this Agreement. The standard turn-around
0
time for assigned plan checks shall be 10 (ten) working days for the initial check and 5
(five) working days for rechecks. If these standard turn-around times are not met, a
penalty of 10 (ten) percent of the Consultant's plan check fee will be assessed for the m
assigned plan check.
x
w
3.2. Excusable Delays. Neither party shall be responsible for delays or lack of
performance resulting from acts beyond the reasonable control of the party or parties.
Such acts shall include, but not be limited to, acts of God, fire, strikes, material shortages, c
compliance with laws or regulations, riots, acts of war, or any other conditions beyond c
the reasonable control of a party. W
4.0. TERM AND TERMINATION
4.1. Term. This Agreement shall commence on the Effective Date and
E
continue for a period of one (1) year, ending one year after the Effective Date, unless
i previously terminated as provided herein or as otherwise agreed to in writing by the
a
C:\Documents and Settings\hempen\My Documents\Bureau Veritas Agmt pin chk 9-16-10 STRIKEOUT.doc
3
Packet;Pg.40
2010-309
0
parties. There may be three one-year extensions of the Agreement upon mutual 0
CL
agreement of the parties. 4-
0
0
c
4.2. Notice of Termination. The City reserves and has the right and privilege y
of canceling, suspending or abandoning the execution of all or any part of the work
contemplated by this Agreement, with or without cause, at any time,by providing written
notice to Consultant. The termination of this Agreement shall be deemed effective upon =
receipt of the notice of termination. In the event of such termination, Consultant shall o
immediately stop rendering services under this Agreement unless directed otherwise by
the City. 0
Z
4.3. Compensation. In the event of termination, City shall pay Consultant for
reasonable costs incurred and professional services satisfactorily performed up to and E
including the date of City's written notice of termination. Compensation for work in
progress shall be prorated as to the percentage of work completed as of the effective date a
of termination in accordance with the fees set forth herein. In ascertaining the co
professional services actually rendered hereunder up to the effective date of termination c
of this Agreement, consideration shall be given to both completed work and work in
progress, to complete and incomplete drawings, and to other documents pertaining to the
services contemplated herein whether delivered to the City or in the possession of the E
Consultant. d
as
L
Cn
a
—� 4.4 Documents. In the event of termination of this Agreement, all documents =
prepared by Consultant in its performance of this Agreement including, but not limited
to, finished or unfinished design, development and construction documents, data studies, M
drawings, maps and reports, shall be delivered to the City within ten(10) days of delivery °
of termination notice to Consultant, at no cost to City. Any use of uncompleted N
documents without specific written authorization from Consultant shall be at City's sole o
risk and without liability or legal expense to Consultant.
0
as
5.0. INSURANCE
m
r
5.1. Minimum Scope and Limits of Insurance. Consultant shall obtain and
maintain during the life of this Agreement all of the following insurance coverages: w
a,
(a) Comprehensive general liability, including premises-operations,
CD
products/completed operations, broad form property damage, _
blanket contractual liability, independent Consultants, personal
injury with a policy limit of not less than One Million Dollars =
cc
($1,000,000.00), combined single limits, per occurrence and
aggregate.
w
(b) Automobile liability for owned vehicles, hired, and non-owned
vehicles, with a policy limit of not less than One Million Dollars
($1,000,000.00), combined single limits, per occurrence and
a
C:\Documents and Settings\hempen\My Documents\Bureau Veritas Agmt pin chk 9-16-10 STRIKEOUT.doc
4
Packet'Pg.41
2010-309
0
aggregate. a
0
(c) Workers' compensation insurance as required by the State of
c
California. �
0
N
(d) Consultant shall obtain and maintain professional errors and
omissions ("E&O") liability insurance with policy limits of not
less than One Million Dollars ($1,000,000.00) per claim, for the =
term of this Agreement and for 36 months after completion of the o
L
work hereunder. n
E
0
5.2. Endorsements. The comprehensive general liability insurance policy shall z
contain or be endorsed to contain the following provisions:
(a) Additional insureds: "The City of San Bernardino and its elected
and appointed boards, officers, agents, and employees are addition- a
al insureds with respect to Consultant's performance under this
Agreement with City." N
(b) Notice: Said policy shall not terminate, nor shall it be cancelled,
nor the coverage reduced, until thirty (30) days after written notice E
is given to City; ten (10) days notice if cancellation is due to non- d
payment of premium." a
c
(c) Other insurance: "Any other insurance maintained by the City of
San Bernardino shall be excess and not contributing with the M
insurance provided by this policy." °
N
5.3. Certificates of Insurance. Consultant shall provide to City certificates of o
insurance showing the insurance coverages and required endorsements described above,
in a form and content approved by City, prior to performing any services under this
Agreement. m
5.4. Non-limiting. Nothing in this Section shall be construed as limiting in any
way, the indemnification provision contained in this Agreement, or the extent to which w
Consultant may be held responsible for payments of damages to persons or property.
d
6.0. GENERAL PROVISIONS
c
6.1. Entire Agreement. This Agreement constitutes the entire Agreement
between the parties with respect to any matter referenced herein and supersedes any and
all other prior writings and oral negotiations. This Agreement may be modified only in
writing, and signed by the parties in interest at the time of such modification. The terms r
of this Agreement shall prevail over any inconsistent provision in any other contract
document appurtenant hereto, including exhibits to this Agreement. C
a
C:\Documents and Settings\hempeno\Local Settings\Temporary Internet Files\Content.Outlook\9EOH24A5\Bureau
Veritas Agmt pin chk 9-17-10 STRIKEOUT.doc
5 Packet Pg.42
2010-309
0
6.2. Representatives. The Director of Community Development or his/her a
designee shall be the representative of City for purposes of this Agreement and may issue c
all consents, approvals, directives and agreements on behalf of the City, called for by this
Agreement, except as otherwise expressly provided in this Agreement.
Consultant shall designate a representative for purposes of this Agreement 2
who shall be authorized to issue all consents, approvals, directives and agreements on
behalf of Consultant called for by this Agreement, except as otherwise expressly
provided in this Agreement. o
L
6.3. Notices. Any notices, documents, correspondence or other E
communications concerning this Agreement or the work hereunder may be provided by Z
personal delivery, facsimile or mail and shall be addressed as set forth below. Such d
communication shall be deemed served or delivered: a) at the time of delivery if such
communication is sent by personal delivery; b) at the time of transmission if such
communication is sent by facsimile; and c) 48 hours after deposit in the U.S. Mail as a
reflected by the official U.S. postmark if such communication is sent through regular co
United States mail. 00
N
IF TO CONSULTANT: IF TO CITY: C
Stephen K. Smith, PE Valerie C. Ross E
Bureau Veritas Director of Community Development d
1181 California Avenue, Suite 202 300 North "D" Street a
Corona, CA 92881 San Bernardino, CA 92418 =
Fax: (951)493-1061 Fax: 909-384-5080 rn
Tel: (858) 776-9442 Tel: 909-384-5357 M
0
0
N
6.4. Attorneys' Fees. In the event that litigation is brought by any party in o
connection with this Agreement, the prevailing party shall be entitled to recover from the 1
0
opposing party all costs and expenses, including reasonable attorneys' fees, incurred by
U)
the prevailing party in the exercise of any of its rights or remedies hereunder or the
enforcement of any of the terms, conditions, or provisions hereof. The costs, salary and m
expenses of the City Attorney and members of his office in connection with that action
shall be considered as "attorneys' fees" for the purposes of this Agreement. W
._6.5. Governing Law. This Agreement shall be governed by and construed
under the laws of the State of California without giving effect to that body of laws c
pertaining to conflict of laws. In the event of any legal action to enforce or interpret this c
Agreement, the parties hereto agree that the sole and exclusive venue shall be a court of "'
competent jurisdiction located in San Bernardino County, California.
6.6. Assignment. Consultant shall not voluntarily or by operation of law
assign, transfer, sublet or encumber all or any part of Consultant's interest in this
Agreement without City's prior written consent. Any attempted assignment, transfer,
subletting or encumbrance shall be void and shall constitute a breach of this Agreement t4
a
C:\Documents and Settings\hempeno\My Documents\Bureau Veritas Agmt p1n chk 9-16-10 STRIKEOUT.doc
6
Packet Pg.41'
2010-309
0
and cause for termination of this Agreement. Regardless of City's consent, no subletting a
or assignment shall release Consultant of Consultant's obligation to perform all other c
obligations to be performed by Consultant hereunder for the term of this Agreement.
�o
6.7 Indemnification and Hold Harmless. Consultant shall indemnify, and hold N
harmless the City, its officers, employees and agents from any claims, demands, lawsuits,
liabilities, judgements, or expenses, including reasonable attorney's fees, damage to
property or injuries to or death of any person or persons or damages of any nature c
including, but not limited to, all civil claims or workers' compensation claims, to the 0
L
extent arising out of, pertaining to, or related to the negligence, recklessness, or willful
misconduct of Consultant, its employees, agents or subcontractors in the performance of E
this Agreement, except that such duty to defend, indemnify, and hold harmless shall not ?
apply to the extent where injury to person or property is caused by City's negligence, 0
recklessness or willful misconduct. The total aggregate liability of Consultant shall not -c
exceed $50,000 or the amount of the total fees hereunder, which ever is greater, for
negligent professional acts, errors or omissions. Q
Co
6.8. Independent Consultant. Consultant is and shall be acting at all times as an N
independent Consultant and not as an employee of City. Consultant shall secure, at his N
expense, and be responsible for any and all payment of Income Tax, Social Security,
State Disability Insurance Compensation, Unemployment Compensation, and other d
payroll deductions for Consultant and its officers, agents, and employees, and all business L
licenses, if any are required, in connection with the services to be performed hereunder. Q
c
6.9. Ownership of Documents. All findings, reports, documents, information
and data including,but not limited to, computer tapes or discs, files and tapes furnished M
or prepared by Consultant or any of its subcontractors in the course of performance of °
this Agreement, shall be and remain the sole property of City. Consultant agrees that any N
such documents or information shall not be made available to any individual or o
organization without the prior consent of City. Any use of such documents for other '
0
projects not contemplated by this Agreement, and any use of incomplete documents, shall
be at the sole risk of City and without liability or legal exposure to Consultant. City shall
indemnify and hold harmless Consultant from all claims, damages, losses, and expenses, m
including attorneys' fees, arising out of or resulting from City's use of such documents
for other projects not contemplated by this Agreement or use of incomplete documents w
furnished by Consultant. Consultant shall deliver to City any findings,reports,
documents, information, data, in any form, including but not limited to, computer tapes, (,
discs, files audio tapes or any other Project related items as requested by City or its c
authorized representative, at no additional cost to the City. c
w
c
6.10. Public Records Act Disclosure. Consultant has been advised and is aware a
that all reports, documents, information and data including, but not limited to, computer
tapes, discs or files furnished or prepared by Consultant, or any of its subcontractors, and
provided to City may be subject to public disclosure as required by the California Public
Records Act (California Government Code Section 6250 et. seq.). Exceptions to public
disclosure may be those documents or information that qualify as trade secrets, as that
a
C:\Documents and Settings\hempen\My Documents\Bureau Veritas Agmt pin chk 9-16-10 STRIKEOUT.doc
Packet Pg.44,
2010-309
o
term is defined in the California Government Code Section 6254.7, and of which o
Consultant informs City of such trade secret. The City will endeavor to maintain as a
confidential all information obtained by it that is designated as a trade secret. The City o
shall not, in any way, be liable or responsible for the disclosure of any trade secret
including, without limitation, those records so marked if disclosure is deemed to be y
required by law or by order of the Court.
c
6.11. Responsibility for Errors. Consultant shall be responsible for its work and
results under this Agreement. Consultant, when requested, shall furnish clarification o
and/or explanation as may be required by the City's representative, regarding any W
services rendered under this Agreement at no additional cost to City. In the event that an E
error or omission attributable to Consultant occurs, then Consultant shall, at no cost to z
City, provide all necessary data, documents, and other Consultant professional services
necessary to rectify and correct the matter to the sole satisfaction of City and to E
participate in any meeting required with regard to the correction.
aD
E
a
6.12. Prohibited Emplo Ment. Consultant will not employ any regular
employee of City while this Agreement is in effect. o
6.13. Order of Precedence. In the event of an inconsistency or conflict in this
Agreement and any of the attached Exhibits or Attachments, the terms set forth in this
Agreement shall prevail. d
a�
6.14. Costs. Each party shall bear its own costs and fees incurred in the
preparation and negotiation of this Agreement and in the performance of its obligations
hereunder except as expressly provided herein. M
0
6.15. No Third Party BeneficiM Rights. This Agreement is entered into for the c°.,
sole benefit of City and Consultant and no other parties are intended to be direct or o
incidental beneficiaries of this Agreement and no third party shall have any right in,
under or to this Agreement.
6.16. Headings. Paragraphs and subparagraph headings contained in this 00
r
Agreement are included solely for convenience and are not intended to modify, explain or
to be a full or accurate description of the content thereof and shall not in any way affect w
the meaning or interpretation of this Agreement.
L
d
6.17. Construction. The parties have participated jointly in the negotiation and =
drafting of this Agreement. In the event an ambiguity or question of intent or
interpretation arises with respect to this Agreement, this Agreement shall be construed as w
C
if drafted jointly by the parties and in accordance with its fair meaning. There shall be no
presumption or burden of proof favoring or disfavoring any party by virtue of the �—��-
authorship of any of the provisions of this Agreement.
c
d
6.18. Amendments. Only a writing executed by the parties hereto or their
respective successors and assigns may amend this Agreement.
a
C:\Documents and Settings\hempen\My Documents\Bureau Veritas Agmt pin chk 9-16-10 STRIKEOUT.doc
8
Packet;,Pg.45'
2010-309
O
O
6.19. Waiver. The delay or failure of either party at any time to require c
performance or compliance by the other of any of its obligations or agreements shall in
no way be deemed a waiver of those rights to require such performance or compliance. a
No waiver of any provision of this Agreement shall be effective unless in writing and N
signed by a duly authorized representative of the party against whom enforcement of a A
v
waiver is sought. The waiver of any right or remedy with respect to any occurrence or C
event shall not be deemed a waiver of any right or remedy with respect to any other =
occurrence or event,nor shall any waiver constitute a continuing waiver. o
L-
CD
6.20. Severability. If any provision of this Agreement is determined by a court E
of competent jurisdiction to be unenforceable in any circumstance, such determination Z
shall not affect the validity or enforceability of the remaining terms and provisions hereof
or of the offending provision in any other circumstance. c
M
6.21. Counterparts. This Agreement may be executed in one or more a
counterparts, each of which shall be deemed an original. All counterparts shall be Co
construed together and shall constitute one agreement. N
LO
6.22. Corporate Authority. The persons executing this Agreement on behalf of
the parties hereto warrant that they are duly authorized to execute this Agreement on E
behalf of said parties and that by doing so, the parties hereto are formally bound to the a
provisions of this Agreement. q
_
�a
a�
0
N
C
O
r
3
O
N
d
m
72
X
w
a�
c
CD
_
c
W
c
E
s
a
C:\Documents and Settings\hempeno\My Documents\Bureau Veritas Agmt p1n chk 9-16-10 STRIKEOUT.doc
9
Packet Pg.46
5.B.d
2010-309
0
O
a
4-
O
AGREEMENT FOR PROFESSIONAL PLAN REVIEW SERVICES
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be N
executed by and through their respective authorized officers, as of the date first above
written. W
a�
c
CITY OF SAN BERNARDINO, CONSULTANT o
A Municipal Corporation, Bureau Veritas North America, Inc. 0
Z
a�
By
Char geskeely,W*tager Stephen K. Smith, PE
Director of Public Works Services a
00
W
rn
N
N
Approved as to form: _
as
E
a�
James F. Penman,
City Attorney a
�a
0
By c
0
N
_
O
_7
O
N
d
m
r
.Q
'.E
X
w
_
�rn
c
w
c
c
d
E
a
C:\Documents and Settings\hempen\My Documents\Bureau Veritas Agmt pin chk 9-16-10 STRIKEOUT.doc
10 Packet Pg.47
i
2010-309
o
� Exhibit B p
a.
4-
0
m
AGREEMENT FOR PROFESSIONAL PLAN REVIEW SERVICES
qJ
THIS AGREEMENT is made and entered into this 20th day of September A
2010 ("Effective Date"), by and between the CITY OF SAN BERNARDINO, a charter
city("City"), and CSG CONSULTANTS, a California corporation("Consultant").
0
L
WITNESSETH :
E
A. WHEREAS, City proposes to have Consultant perform professional plan review z
services described herein; and d
E
B. WHEREAS, Consultant represents that it has that degree of specialized expertise
contemplated within California Government Code, Section 37103, and holds all a
necessary licenses to practice and perform the services herein contemplated; and 00
00
rn
C. WHEREAS, City and Consultant desire to contract for professional plan review
services and desire to set forth their rights, duties and liabilities in connection with the
services to be performed; and E
a�
a�
D. WHEREAS, no official or employee of City has a financial interest, within the a
provisions of California Government Code, Sections 1090-1092, in the subject matter of =
this Agreement.
0
M
NOW, 'THEREFORE, for and in consideration of the mutual covenants and
conditions contained herein, the parties hereby agree as follows: N
c
0
1.0. SERVICES PROVIDED BY CONSULTANT 3
0
N
1.1. Scope of Services. Consultant shall furnish professional plan review
services to City in accordance with Specification No. F-11-01 and Consultant's Proposal 00
dated August 10, 2010, on file with the Director of Community Development,
collectively incorporated herein. w
6)
1.2. Professional Practices. All professional services to be provided by CD
Consultant pursuant to this Agreement shall be provided by personnel experienced in c
their respective fields and in a manner consistent with the standards of care, diligence and
skill ordinarily exercised by professional Consultants in similar fields and circumstances w
CU
c
in accordance with sound professional practices. Consultant also warrants that it is
familiar with all laws that may affect its performance of this Agreement and shall advise
City of any changes in any laws that may affect Consultant's performance of this u
Agreement.
1.3. Warranty. Consultant warrants that it shall perform the services required
a
C:\Documents and Settings\hempen\My Documents\CSG Agmt pin chk 9-16-10 STRIKEOUT.doc
1
Packet Pg.48
2010-309
0
by this Agreement in compliance with all applicable Federal and California employment a
laws including, but not limited to, those laws related to minimum hours and wages; 4-
occupational health and safety; fair employment and employment practices; workers'
compensation insurance and safety in employment; and all other Federal, State and local
laws and ordinances applicable to the services required under this Agreement. N
Consultant shall indemnify, defend, and hold harmless City from and against all claims,
demands, payments, suits, actions, proceedings, and judgments of every nature and
description, including attorneys' fees and costs, presented, brought, or recovered against =
City for, or on account of any liability under any of the above-mentioned laws, which o
L
may be incurred by reason of Consultant's performance under this Agreement. �
E
1.4. Non-discrimination. In performing this Agreement, Consultant shall not z
engage in, nor permit its agents to engage in, discrimination in employment of persons
because of their race, religion, color, national origin, ancestry, age, physical handicap, 0
medical condition, marital status, sexual gender or sexual orientation, or any other
category protected by law, except as permitted pursuant to Section 12940 of the Q
Government Code. Violation of this provision may result in the imposition of penalties co
referred to in Labor Code, Section 1735. a
Ch
1.5 Non-Exclusive Agreement. Consultant acknowledges that City may enter
into agreements with other Consultants for services similar to the services that are subject E
to this Agreement or may have its own employees perform services similar to those d
services contemplated by this Agreement. Q
c
1.6. Delegation and Assignment. This is a personal services contract, and the
duties set forth herein shall not be delegated or assigned to any person or entity without M
the prior written consent of City. °
0
N
1.7. Business License: The Consultant shall obtain and maintain a valid City o
Business Registration Certificate during the term of this Agreement.
0
a�
1.8. Duty of Loyalty/Conflict of Interest: The Consultant understands and
agrees that in performing plan review services for the City, Consultant shall maintain a m
fiduciary duty and a duty of loyalty to the City in performing Consultant's obligations
under this Agreement. Consultant, in performing its obligations under this Agreement, is w
governed by California's conflict of interest laws, Government Code Section 87100 et
seq., and Title 2, California Code of Regulations Section 18700 et seq.
a�
2.0. COMPENSATION AND BILLING
w
c
2.1. Compensation. Over the term of this Agreement, Consultant shall be paid
for such services in accordance with the specifications contained in RFQ F-11-01 and the
applicant's proposed pricing contained in their submitted proposal. 3:
d
2.2. Additional Services. Consultant shall not receive compensation for any
services provided outside the Scope of Services specified in this Agreement unless the
a
C:\Documents and Settings\hempeno\My Documents\CSG Agmt pin chk 9-16-10 STRIKEOUT.doc
2
Packet Pg.49
2010-309
0
City, prior to Consultant performing the additional services, approves such additional O
services in writing. It is specifically understood that oral requests and/or approvals of .-
such additional services or additional compensation shall be barred and are W
unenforceable. _
�a
N
2.3. Method of Billing. Consultant may submit invoices to City's Community A
Development Director for approval on a progress basis, but no more often than monthly.
Said invoice shall be based on the total of all of Consultant's services which have been c
completed to City's sole satisfaction. City shall pay Consultant's invoice within forty-five 0
L
(45) days from the date City receives said invoice. Each invoice shall describe in detail,
the services performed and the associated time for completion. Any additional services E
approved and performed pursuant to this Agreement shall be designated as "Additional z
Services" and shall identify the number of the authorized change order, where applicable,
on all invoices. -�
_
as
2.4. Records and Audits. Records of Consultant's services relating to this Q
Agreement shall be maintained in accordance with generally recognized accounting co
principles and shall be made available to City for inspection and/or audit at mutually o
convenient times for a period of three (3) years from the Effective Date.
_
3.0. TIME OF PERFORMANCE E
j d
d
l L
3.1. Commencement and Completion of Work. The professional services to be a
performed pursuant to this Agreement shall commence within five (5) days from the
Effective Date of this Agreement. Said services shall be performed in strict compliance
with the Schedule issued by the Community Development Director or his/her designee. M
Failure to commence work in a timely manner and/or diligently pursue work to °
completion may be grounds for termination of this Agreement. The standard turn-around N
time for assigned plan checks shall be 10 (ten) working days for the initial check and 5 0
(five) working days for rechecks. If these standard turn-around times are not met, a W
penalty of 10 (ten) percent of the Consultant's plan check fee will be assessed for the
assigned plan check.
m
3.2. Excusable Delays. Neither party shall be responsible for delays or lack of s
performance resulting from acts beyond the reasonable control of the party or parties. w
Such acts shall include,but not be limited to, acts of God, fire, strikes, material shortages,
compliance with laws or regulations, riots, acts of war, or any other conditions beyond
the reasonable control of a party.
4.0. TERM AND TERMINATION
�a
4.1. Term. This Agreement shall commence on the Effective Date and
continue for a period of one (1) year, ending one year after the Effective Date, unless
previously terminated as provided herein or as otherwise agreed to in writing by the E
parties. There may be three one-year extensions of the Agreement upon mutual
agreement of the parties. w
a
C:\Documents and Settings\hempen\My Documents\CSG Agmt pin chk 9-16-10 STRIKEOUT.doc
3 Packet Pg.50
2010-309
0
O
a
4.2. Notice of Termination. The City reserves and has the right and privilege
of canceling, suspending or abandoning the execution of all or any part of the work
contemplated by this Agreement,with or without cause, at any time, by providing written y
notice to Consultant. The termination of this Agreement shall be deemed effective upon
receipt of the notice of termination. In the event of such termination, Consultant shall
immediately stop rendering services under this Agreement unless directed otherwise by
the City. 0
a�
4.3. Compensation. In the event of termination, City shall pay Consultant for E
reasonable costs incurred and professional services satisfactorily performed up to and Z
including the date of City's written notice of termination. Compensation for work in 4)
progress shall be prorated as to the percentage of work completed as of the effective date
of termination in accordance with the fees set forth herein. In ascertaining the a
professional services actually rendered hereunder up to the effective date of termination a
of this Agreement, consideration shall be given to both completed work and work in ao
progress, to complete and incomplete drawings, and to other documents pertaining to the o
services contemplated herein whether delivered to the City or in the possession of the
Consultant.
d
E
4.4 Documents. In the event of termination of this Agreement, all documents L
prepared by Consultant in its performance of this Agreement including, but not limited
4
to, finished or unfinished design, development and construction documents, data studies,
drawings, maps and reports, shall be delivered to the City within ten (10) days of delivery
of termination notice to Consultant, at no cost to City. Any use of uncompleted M
documents without specific written authorization from Consultant shall be at City's sole
risk and without liability or legal expense to Consultant. N
C
0
5.0. INSURANCE
0
5.1. Minimum Scope and Limits of Insurance. Consultant shall obtain and
maintain during the life of this Agreement all of the following insurance coverages:
0
(a) Comprehensive general liability, including premises-operations, w
products/completed operations, broad form property damage,
blanket contractual liability, independent Consultants, personal 3,
injury with a policy limit of not less than One Million Dollars c
($1,000,000.00), combined single limits, per occurrence and
w
aggregate. 0
0
(b) Automobile liability for owned vehicles, hired, and non-owned
vehicles, with a policy limit of not less than One Million Dollars
($1,000,000.00), combined single limits, per occurrence and
aggregate.
a
C:\Documents and Settings\hempeno\My Documents\CSG Agmt phi chk 9-16-10 MIKEOUT.doc
4
Packet Pg.51
2010-309
"'. 0
(c) Workers' compensation insurance as required by the State of o
California. �-
0
0
(d) Professional errors and omissions ("E&O") liability insurance with
policy limits of not less than One Million Dollars ($1,000,000.00), N
combined single limits, per occurrence and aggregate. Consultant .�
shall obtain and maintain, said E&O liability insurance during the
life of this Agreement and for three years after completion of the
work hereunder.
as
5.2. Endorsements. The comprehensive general liability insurance policy shall
contain or be endorsed to contain the following provisions:
v
(a) Additional insureds: "The City of San Bernardino and its elected
and appointed boards, officers, agents, and employees are addition-
al insureds with respect to Consultant's performance under this a
Agreement with City." co
o�
N
(b) Notice: "Said policy shall not terminate, nor shall it be cancelled,
nor the coverage reduced, until thirty (30) days after written notice
is given to City; ten (10) days notice if cancellation is due to non- d
payment of premium."
tM
(c) Other insurance: Any other insurance maintained by the City of
San Bernardino shall be excess and not contributing with the c
insurance provided by this policy." c
T
0
5.3. Certificates of Insurance. Consultant shall provide to City certificates of =
insurance showing the insurance coverages and required endorsements described above, °-
in a form and content approved by City, prior to performing any services under this o
Agreement.
m
5.4. Non-limiting. Nothing in this Section shall be construed as limiting in any
way, the indemnification provision contained in this Agreement, or the extent to which x
Consultant may be held responsible for payments of damages to persons or property. w
tM
c
6.0. GENERAL PROVISIONS
c
6.1. Entire Agreement. This Agreement constitutes the entire Agreement w
between the parties with respect to any matter referenced herein and supersedes any and
all other prior writings and oral negotiations. This Agreement may be modified only in
writing, and signed by the parties in interest at the time of such modification. The terms
of this Agreement shall prevail over any inconsistent provision in any other contract
document appurtenant hereto, including exhibits to this Agreement. E
6.2. Representatives. The Director of Community Development or his/her
C:\Documents and Settings\hempen\My Documents\CSG Agmt pin chk 9-16-10 STRIKEOUT.doc
5 Packet Pg. 52'
2010-309
O
designee shall be the representative of City for purposes of this Agreement and may issue 0
all consents, approvals, directives and agreements on behalf of the City, called for by this a
Agreement, except as otherwise expressly provided in this Agreement. °
a�
c
Consultant shall designate a representative for purposes of this Agreement y
who shall be authorized to issue all consents, approvals, directives and agreements on
behalf of Consultant called for by this Agreement, except as otherwise expressly
provided in this Agreement.
O
6.3. Notices. Any notices, documents, correspondence or other
communications concerning this Agreement or the work hereunder may be provided by E
°
personal delivery, facsimile or mail and shall be addressed as set forth below. Such z
communication shall be deemed served or delivered: a) at the time of delivery if such
communication is sent by personal delivery; b) at the time of transmission if such
communication is sent by facsimile; and c) 48 hours after deposit in the U.S. Mail as
reflected by the official U.S. postmark if such communication is sent through regular Q
United States mail. 00
00
rn
N
IF TO CONSULTANT: IF TO CITY:
Khoa Duong,PE Valerie C. Ross
CSG Consultants, Inc Director of Community Development E
801 Park Center Drive, Suite 230 300 North"D" Street d
°1
Santa Ana, CA 92705 San Bernardino, CA 92418 a
Fax: (714) 568-1028 Fax: 909-384-5080
Tel: (714) 568-1010 Tel: 909-384-5357
0
M
O
6.4. Attorneys' Fees. In the event that litigation is brought by any party in N
connection with this Agreement, the prevailing party shall be entitled to recover from the o
opposing party all costs and expenses, including reasonable attorneys' fees, incurred by °
0
the prevailing party in the exercise of any of its rights or remedies hereunder or the
enforcement of any of the terms, conditions, or provisions hereof. The costs, salary and
expenses of the City Attorney and members of his office in connection with that action m
shall be considered as "attorneys' fees" for the purposes of this Agreement. s
X
w
6.5. Governing Law. This Agreement shall be governed by and construed
under the laws of the State of California without giving effect to that body of laws
pertaining to conflict of laws. In the event of any legal action to enforce or interpret this =
Agreement, the parties hereto agree that the sole and exclusive venue shall be a court of w
competent jurisdiction located in San Bernardino County, California. _
°
6.6. Assignment. Consultant shall not voluntarily or by operation of law
assign, transfer, sublet or encumber all or any part of Consultant's interest in this
Agreement without City's prior written consent. Any attempted assignment, transfer,
'+ subletting or encumbrance shall be void and shall constitute a breach of this Agreement
(� and cause for termination of this Agreement. Regardless of City's consent, no subletting .2
a
C:\Documents and Settings\hempen\My Documents\CSG Agmt pin chk 9-16-10 STRIKEOUT.doc
6 Packet Pg.53
I
2010-309
0
or assignment shall release Consultant of Consultant's obligation to perform all other p
obligations to be performed by Consultant hereunder for the term of this Agreement. a
0
a�
6.7 Indemnification and Hold Harmless. Consultant shall defend, indemnify,
and hold harmless the City, its officers, employees and agents from any claims, demands, y
lawsuits, liabilities, judgements, or expenses, including attorney's fees, damage to
property or injuries to or death of any person or persons or damages of any nature
including, but not limited to, all civil claims or workers' compensation claims, to the =
extent arising out of, pertaining to, or related to the negligence, recklessness, or willful 0
misconduct of Consultant, its employees, agents or subcontractors in the performance of
this Agreement, except that such duty to defend, indemnify, and hold harmless shall not E
apply to the extent where injury to person or property is caused by City's negligence, ?
recklessness or willful misconduct.
6.8. Independent Consultant. Consultant is and shall be acting at all times as an
independent Consultant and not as an employee of City. Consultant shall secure, at his a
expense, and be responsible for any and all payment of Income Tax, Social Security, 00
State Disability Insurance Compensation, Unemployment Compensation, and other aV
payroll deductions for Consultant and its officers, agents, and employees, and all business
licenses, if any are required, in connection with the services to be performed hereunder.
E
6.9. Ownership of Documents. All findings, reports, documents, information
and data including,but not limited to, computer tapes or discs, files and tapes furnished a
or prepared by Consultant or any of its subcontractors in the course of performance of
this Agreement, shall be and remain the sole property of City. Consultant agrees that any
such documents or information shall not be made available to any individual or M
organization without the prior consent of City. Any use of such documents for other o
projects not contemplated by this Agreement, and any use of incomplete documents, shall N
be at the sole risk of City and without liability or legal exposure to Consultant. City shall c
r
indemnify and hold harmless Consultant from all claims, damages, losses, and expenses, 3
0
including attorneys' fees, arising out of or resulting from City's use of such documents
for other projects not contemplated by this Agreement or use of incomplete documents
m
furnished by Consultant. Consultant shall deliver to City any findings, reports, •r
documents, information, data, in any form, including but not limited to, computer tapes,
discs, files audio tapes or any other Project related items as requested by City or its w
authorized representative, at no additional cost to the City.
L
d
6.10. Public Records Act Disclosure. Consultant has been advised and is aware c
that all reports, documents, information and data including, but not limited to, computer w
tapes, discs or files furnished or prepared by Consultant, or any of its subcontractors, and
provided to City may be subject to public disclosure as required by the California Public
Records Act (California Government Code Section 6250 et. seq.). Exceptions to public
disclosure may be those documents or information that qualify as trade secrets, as that
term is defined in the California Government Code Section 6254.7, and of which
Consultant informs City of such trade secret. The City will endeavor to maintain as
confidential all information obtained by it that is designated as a trade secret. The City
a
OlDocuments and Settings\hempeno\My Documents\CSG Agmt pin chk 9-16-10 STRIKEOUT.doc
7 Packet Pg. 54
• ,2010-309
0
shall not, in any way, be liable or responsible for the disclosure of any trade secret p
including, without limitation, those records so marked if disclosure is deemed to be o
required by law or by order of the Court.
_
6.11. Responsibility for Errors. Consultant shall be responsible for its work and N
results under this Agreement. Consultant, when requested, shall furnish clarification
and/or explanation as may be required by the City's representative, regarding any
services rendered under this Agreement at no additional cost to City. In the event that an =
error or omission attributable to Consultant occurs, then Consultant shall, at no cost to 0
City, provide all necessary data, documents, and other Consultant professional services
necessary to rectify and correct the matter to the sole satisfaction of City and to E
participate in any meeting required with regard to the correction. Z
c
as
6.12. Prohibited Employment. Consultant will not employ any regular
employee of City while this Agreement is in effect.
a
6.13. Order of Precedence. In the event of an inconsistency or conflict in this
Agreement and any of the attached Exhibits or Attachments, the terms set forth in this N
Agreement shall prevail.
r
a _
6.14. Costs. Each party shall bear its own costs and fees incurred in the E
preparation and negotiation of this Agreement and in the performance of its obligations L
hereunder except as expressly provided herein. a
_
6.15. No Third Party Beneficiary Rights. This Agreement is entered into for the Q,
sole benefit of City and Consultant and no other parties are intended to be direct or M
incidental beneficiaries of this Agreement and no third party shall have any right in, o
under or to this Agreement.
0
6.16. Headings. Paragraphs and subparagraph headings contained in this o
Agreement are included solely for convenience and are not intended to modify, explain or
to be a full or accurate description of the content thereof and shall not in any way affect
m
the meaning or interpretation of this Agreement.
6.17. Construction. The parties have participated jointly in the negotiation and w
drafting of this Agreement. In the event an ambiguity or question of intent or
interpretation arises with respect to this Agreement, this Agreement shall be construed as
if drafted jointly by the parties and in accordance with its fair meaning. There shall be no =
presumption or burden of proof favoring or disfavoring any party by virtue of the w
authorship of any of the provisions of this Agreement.
6.18. Amendments. Only a writing executed by the parties hereto or their
respective successors and assigns may amend this Agreement.
a�
E
6.19. Waiver. The delay or failure of either party at any time to require
performance or compliance by the other of any of its obligations or agreements shall in
a
C:\Documents and Settings\hempen\My Documents\CSG Agmt pin chk 9-16-10 STRIKEOUT.doc
8 Packet Pg. 55
5.B.d
2010-309
o
no way be deemed a waiver of those rights to require such performance or compliance. p
No waiver of any provision of this Agreement shall be effective unless in writing and a
signed by a duly authorized representative of the party against whom enforcement of a °
waiver is sought. The waiver of any right or remedy with respect to any occurrence or
event shall not be deemed a waiver of any right or remedy with respect to any other y
occurrence or event,nor shall any waiver constitute a continuing waiver.
°
6.20. Severability. If any provision of this Agreement is determined by a court
of competent jurisdiction to be unenforceable in any circumstance, such determination 0
shall not affect the validity or enforceability of the remaining terms and provisions hereof
or of the offending provision in any other circumstance. E
Z
6.21. Counterparts. This Agreement may be executed in one or more a
counterparts, each of which shall be deemed an original. All counterparts shall be
construed together and shall constitute one agreement. E
a
6.22. Corporate Authority. The persons executing this Agreement on behalf of Co
the parties hereto warrant that they are duly authorized to execute this Agreement on CO
behalf of said parties and that by doing so, the parties hereto are formally bound to the
N
provisions of this Agreement. C
E
a�
°
/// Q
v
HI
0
M
O
O
N
C
O
r
3
O
N
m
X
W
0)
C
N
C
C
W
C
R
C
d
E
AF A
V
d
C:\Documents and Settings\hempen\My Documents\CSG Agmt pin chk 9-16-10 STRIKEOUT.doc
9 Packet Pg.56
2010-309
.� O
O
a
O
AGREEMENT FOR PROFESSIONAL PLAN REVIEW SERVICES
c
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be N
executed by and through their respective authorized officers, as of the date first above
written.
a�
CITY OF SAN BERNARDINO, CONSULTANT �
A Municipal Corporation, CSG Consultants, Inc. .0
E
Z
_
a�
By =
4Charl"McNeely, 4ag Khoa Duong,PE
Vice President, a
Building and Fire Life Safety 00
rn
N
N
Approved as to form:
E
d
0 James F. Penman,
City Attorney a
_
tu
CD
By
0
M
O
r
O
N
_
O
3
O
fA
d
m
y+
t
K
W
_
N
_
_
W
_
ca
_
N
E
L
V
a
C:\Documents and Settings\hempen\My Documents\CSG Agmt pin chk 9-16-10 STMKEOUT.doc
10 Packet;Pg.57
' YWI M19nr+a.
2010-309
o
0 Exhibit C p
a
4-
0
m
AGREEMENT FOR PROFESSIONAL PLAN REVIEW SERVICES
THIS AGREEMENT is made and entered into this 20th day of September y
2010 ("Effective Date"),by and between the CITY OF SAN BERNARDINO, a charter
city("City"), and JASON ADDISON SMITH CONSULTING SERVICES, INC.; DBA
JAS PACIFIC, a California corporation("Consultant"). 0
L
W
.0
WITNESSETH : E
Z
Z
A. WHEREAS, City proposes to have Consultant perform professional plan review d
seiiices described herein; and
B. WHEREAS, Consultant represents that it has that degree of specialized expertise Q
contemplated within California Government Code, Section 37103, and holds all
co
necessary licenses to practice and perform the services herein contemplated; and a
LO
C. WHEREAS, City and Consultant desire to contract for professional plan review
services and desire to set forth their rights, duties and liabilities in connection with the E
services to be performed; and L
Q
D. WHEREAS, no official or employee of City has a financial interest, within the
provisions of California Government Code, Sections 1090-1092, in the subject matter of
this Agreement. M
0
NOW, THEREFORE, for and in consideration of the mutual covenants and N
conditions contained herein,the parties hereby agree as follows: o
1.0. SERVICES PROVIDED BY CONSULTANT
1.1. Scope of Services. Consultant shall furnish professional plan review 00
services to City in accordance with Specification No. F-11-01 and Consultant's Proposal
dated August 10, 2010, on file with the Director of Community Development, w
collectively incorporated herein.
L.
1.2. Professional Practices. All professional services to be provided by
Consultant pursuant to this Agreement shall be provided by personnel experienced in
their respective fields and in a manner consistent with the standards of care, diligence and U
skill ordinarily exercised by professional Consultants in similar fields and circumstances
in accordance with sound professional practices. Consultant also warrants that it is
familiar with all laws that may affect its performance of this Agreement and shall advise
City of any changes in any laws that may affect Consultant's performance of this
Agreement.
1.3. Warranty. Consultant warrants that it shall perform the services required Y
a
C:\Documents and Settings\hempen\My Documents\JAS Pacific Agmt pin chk 9-16-10 STRIKEOUT.doc
1 Packet Pg. 58'
2010-309
0
by this Agreement in compliance with all applicable Federal and California employment p
laws including, but not limited to, those laws related to minimum hours and wages; a
occupational health and safety; fair employment and employment practices; workers'
compensation insurance and safety in employment; and all other Federal, State and local
laws and ordinances applicable to the services required under this Agreement. y
Consultant shall indemnify, defend, and hold harmless City from and against all claims,
demands, payments, suits, actions, proceedings, and judgments of every nature and
description, including attorneys' fees and costs, presented, brought, or recovered against =
City for, or on account of any liability under any of the above-mentioned laws, which o
may be incurred by reason of Consultant's performance under this Agreement.
E
0
1.4. Non-discrimination. In performing this Agreement, Consultant shall not Z
engage in, nor permit its agents to engage in, discrimination in employment of persons
because of their race, religion, color, national origin, ancestry, age, physical handicap,
medical condition, marital status, sexual gender or sexual orientation, or any other
category protected by law, except as permitted pursuant to Section 12940 of the a
Government Code. Violation of this provision may result in the imposition of penalties 00
referred to in Labor Code, Section 1735.
N
N
1.5 Non-Exclusive AUeement. Consultant acknowledges that City may enter
into agreements with other Consultants for services similar to the services that are subject E
to this Agreement or may have its own employees perform services similar to those L
services contemplated by this Agreement. a
1.6. Delegation and Assignment. This is a personal services contract, and the
duties set forth herein shall not be delegated or assigned to any person or entity without M
the prior written consent of City. °
0
N
1.7. Business License: The Consultant shall obtain and maintain a valid City o
r
Business Registration Certificate during the term of this Agreement. o
y
d
1.8. Duty of Loyalty/Conflict of Interest: The Consultant understands and
m
agrees that in performing plan review services for the City, Consultant shall maintain a
fiduciary duty and a duty of loyalty to the City in performing Consultant's obligations
under this Agreement. Consultant, in performing its obligations under this Agreement, is w
governed by California's conflict of interest laws, Government Code Section 87100 et
seq., and Title 2, California Code of Regulations Section 18700 et seq.
_
2.0. COMPENSATION AND BILLING c
w
c
2.1. Compensation. Over the term of this Agreement, Consultant shall be paid a
for such services in accordance with the specifications contained in RFQ F-11-01 and the
applicant's proposed pricing contained in their submitted proposal.
a�
E
2.2. Additional Services. Consultant shall not receive compensation for any
services provided outside the Scope of Services specified in this Agreement unless the Y
a
C:\Documents and Settings\hempen\My Documents\JAS Pacific Agmt pin chk 9-16-10 STRIKEOUT.doc
2 Packet Pg.59'
2010-309
o
City, prior to Consultant performing the additional services, approves such additional O
services in writing. It is specifically understood that oral requests and/or approvals of 4-
such additional services or additional compensation shall be barred and are
unenforceable.
N
2.3. Method of Billing. Consultant may submit invoices to City's Community
Development Director for approval on a progress basis, but no more often than monthly.
Said invoice shall be based on the total of all of Consultant's services which have been _
completed to City's sole satisfaction. City shall pay Consultant's invoice within forty-five o
L
(45) days from the date City receives said invoice. Each invoice shall describe in detail,
the services performed and the associated time for completion. Any additional services E
approved and performed pursuant to this Agreement shall be designated as "Additional z
Services" and shall identify the number of the authorized change order, where applicable, E
on all invoices. -a
c
d
2.4. Records and Audits. Records of Consultant's services relating to this a
Agreement shall be maintained in accordance with generally recognized accounting 00
principles and shall be made available to City for inspection and/or audit at mutually a
convenient times for a period of three (3) years from the Effective Date.
N
c
3.0. TIME OF PERFORMANCE E
d
d
L
Q 3.1. Commencement and Completion of Work. The professional services to be Q
performed pursuant to this Agreement shall commence within five (5) days from the =
Effective Date of this Agreement. Said services shall be performed in strict compliance o
with the Schedule issued by the Community Development Director or his/her designee. M
Failure to commence work in a timely manner and/or diligently pursue work to °
completion may be grounds for termination of this Agreement. The standard turn-around N
time for assigned plan checks shall be 10 (ten) working days for the initial check and 5 0
(five) working days for rechecks. If these standard turn-around times are not met, a
penalty of 10 (ten) percent of the Consultant's plan check fee will be assessed for the W
assigned plan check.
m
3.2. Excusable Delays. Neither party shall be responsible for delays or lack of
performance resulting from acts beyond the reasonable control of the party or parties. w
Such acts shall include, but not be limited to, acts of God, fire, strikes,material shortages,
compliance with laws or regulations, riots, acts of war, or any other conditions beyond
the reasonable control of a party. c
c
4.0. TERM AND TERMINATION U
M
:2
4.1. Term. This Agreement shall commence on the Effective Date and
continue for a period of one (1) year, ending one year after the Effective Date, unless
previously terminated as provided herein or as otherwise agreed to in writing by the
parties. There may be three one-year extensions of the Agreement upon mutual
agreement of the parties.
1 Q
C:\Documents and Settings\hempen\My Documents\JAS Pacific Agmt pin chk 9-16-10 STRIKEOUT.doc
3
Packet Pg.60
2010-309
_v 0
4.
O
a
4.2. Notice of Termination. The City reserves and has the right and privilege a0i
of canceling, suspending or abandoning the execution of all or any part of the work
contemplated by this Agreement,with or without cause, at any time, by providing written N
notice to Consultant. The termination of this Agreement shall be deemed effective upon
receipt of the notice of termination. In the event of such termination, Consultant shall a
immediately stop rendering services under this Agreement unless directed otherwise by
the City.
a�
4.3. Compensation. In the event of termination, City shall pay Consultant for E
reasonable costs incurred and professional services satisfactorily performed up to and Z
including the date of City's written notice of termination. Compensation for work in
progress shall be prorated as to the percentage of work completed as of the effective date E
of termination in accordance with the fees set forth herein. In ascertaining the
professional services actually rendered hereunder up to the effective date of termination a
of this Agreement, consideration shall be given to both completed work and work in
co
progress, to complete and incomplete drawings, and to other documents pertaining to the rn
services contemplated herein whether delivered to the City or in the possession of the
Consultant.
E
4.4 Documents. In the event of termination of this Agreement, all documents
prepared by Consultant in its performance of this Agreement including, but not limited a
to, finished or unfinished design, development and construction documents, data studies,
drawings, maps and reports, shall be delivered to the City within ten(10) days of delivery
of termination notice to Consultant, at no cost to City. Any use of uncompleted M
documents without specific written authorization from Consultant shall be at City's sole
risk and without liability or legal expense to Consultant. N
c
0
'3
5.0. INSURANCE 0
0
5.1. Minimum Scope and Limits of Insurance. Consultant shall obtain and
maintain during the life of this Agreement all of the following insurance coverages: T
(a) Comprehensive general liability, including premises-operations, w
products/completed operations, broad form property damage,
blanket contractual liability, independent Consultants, personal
d
injury with a policy limit of not less than One Million Dollars =
($1,000,000.00), combined single limits, per occurrence and
LU
aggregate.
�a
(b) Automobile liability for owned vehicles, hired, and non-owned
vehicles, with a policy limit of not less than One Million Dollars
($1,000,000.00), combined single limits, per occurrence and
aggregate.
w
a
C:\Documents and Settings\hempen\My Documents\JAS Pacific Agmt pin chk 9-16-10 STRIKEOUT.doc
4
Packet Pg.61'
2010-309
o
(c) Workers' compensation insurance as required by the State of p
California.
0
m
(d) Professional errors and omissions ("E&O") liability insurance with
policy limits of not less than One Million Dollars ($1,000,000.00), N
combined single limits, per occurrence and aggregate. Consultant
shall obtain and maintain, said E&O liability insurance during the
life of this Agreement and for three years after completion of the
work hereunder. o
a�
5.2. Endorsements. The comprehensive general liability insurance policy shall E
contain or be endorsed to contain the following provisions: z
c
a�
(a) Additional insureds: "The City of San Bernardino and its elected E
and appointed boards, officers, agents, and employees are addition-
al insureds with respect to Consultant's performance under this Q
Agreement with City." 0;
co
a�
(b) Notice: "Said policy shall not terminate, nor shall it be cancelled,
nor the coverage reduced, until thirty(30) days after written notice
is given to City; ten (10) days notice if cancellation is due to non-
payment of premium."
(c) Other insurance: Any other insurance maintained by the City of
San Bernardino shall be excess and not contributing with the 0
insurance provided by this policy." M
0
5.3. Certificates of Insurance. Consultant shall provide to City certificates of N
insurance showing the insurance coverages and required endorsements described above, o
in a form and content approved by City, prior to performing any services under this
Agreement.
5.4. Non-limiting. Nothing in this Section shall be construed as limiting in any m
r
way, the indemnification provision contained in this Agreement, or the extent to which B
Consultant may be held responsible for payments of damages to persons or property. w
as
6.0. GENERAL PROVISIONS
aD
6.1. Entire Agreement. This Agreement constitutes the entire Agreement
between the parties with respect to any matter referenced herein and supersedes any and W
all other prior writings and oral negotiations. This Agreement may be modified only in
writing, and signed by the parties in interest at the time of such modification. The terms
of this Agreement shall prevail over any inconsistent provision in any other contract
r
document appurtenant hereto, including exhibits to this Agreement.
0 6.2. Representatives. The Director of Community Development or his/her v
C:\Documents and Settings\hempen\My Documents\JAS Pacific Agmt pin chk 9-16-10 STRIKEOUT.doc
5
Fa-
acket Pg.62"
i
2010-309
o
designee shall be the representative of City for purposes of this Agreement and may issue p
all consents, approvals, directives and agreements on behalf of the City, called for by this -
Agreement, except as otherwise expressly provided in this Agreement. CD
C
Consultant shall designate a representative for purposes of this Agreement N
who shall be authorized to issue all consents, approvals, directives and agreements on
behalf of Consultant called for by this Agreement, except as otherwise expressly
provided in this Agreement. c
0
L
6.3. Notices. Any notices, documents, correspondence or other
communications concerning this Agreement or the work hereunder may be provided by E
personal delivery, facsimile or mail and shall be addressed as set forth below. Such Z
communication shall be deemed served or delivered: a) at the time of delivery if such
communication is sent by personal delivery; b) at the time of transmission if such E
communication is sent by facsimile; and c) 48 hours after deposit in the U.S. Mail as E
reflected by the official U.S. postmark if such communication is sent through regular a
United States mail. 00
Go
rn
N
IF TO CONSULTANT: IF TO CITY:
Paul Armstrong, PE, CBO Valerie C. Ross
Jason Addison Smith Consulting Director of Community Development E
Services, Inc; DBA JAS Pacific 300 North"D" Street
201 N. Euclid Avenue, Suite B San Bernardino,CA 92418 a
Upland, CA 91786 Fax: 909 384-5080
Fax: (909) 605-7777 Tel: 909-384-5357 0
Tel: (909) 605-0319 M
0
0
N
j 6.4. Attorneys' Fees. In the event that litigation is brought by any party in
'( connection with this Agreement, the prevailing party shall be entitled to recover from the '
0
opposing party all costs and expenses, including reasonable attorneys' fees, incurred by a
the prevailing party in the exercise of any of its rights or remedies hereunder or the
m
enforcement of any of the terms, conditions, or provisions hereof. The costs, salary and r
I expenses of the City Attorney and members of his office in connection with that action
shall be considered as "attorneys' fees" for the purposes of this Agreement. w
a�
6.5. Governing Law. This Agreement shall be governed by and construed CD
under the laws of the State of California without giving effect to that body of laws =
pertaining to conflict of laws. In the event of any legal action to enforce or interpret this w
Agreement, the parties hereto agree that the sole and exclusive venue shall be a court of r-
competent jurisdiction located in San Bernardino County, California. a
6.6. Assignment. Consultant shall not voluntarily or by operation of law
assign, transfer, sublet or encumber all or any part of Consultant's interest in this
Agreement without City's prior written consent. Any attempted assignment, transfer,
subletting or encumbrance shall be void and shall constitute a breach of this Agreement
— a
C:\Documents and Settings\hempen\My Documents\JAS Pacific Agmt pin chk 9-16-10 STRIKEOUT.doc
6 Packet;Pg. 63
i
2010-309
0
and cause for termination of this Agreement. Regardless of City's consent, no subletting 0
or assignment shall release Consultant of Consultant's obligation to perform all other c
obligations to be performed by Consultant hereunder for the term of this Agreement.
c
6.7 Indemnification and Hold Harmless. Consultant shall defend, indemnify, N
and hold harmless the City, its officers, employees and agents from any claims, demands,
lawsuits, liabilities, judgements, or expenses, including attorney's fees, damage to
property or injuries to or death of any person or persons or damages of any nature =
including, but not limited to, all civil claims or workers' compensation claims, to the 0
L
extent arising out of, pertaining to, or related to the negligence, recklessness, or willful
misconduct of Consultant, its employees, agents or subcontractors in the performance of E
this Agreement, except that such duty to defend, indemnify, and hold harmless shall not ?
apply to the extent where injury to person or property is caused by City's negligence,
recklessness or willful misconduct. -0
0
6.8. Independent Consultant. Consultant is and shall be acting at all times as an a
independent Consultant and not as an employee of City. Consultant shall secure, at his Co
expense, and be responsible for any and all payment of Income Tax, Social Security, CO
State Disability Insurance Compensation, Unemployment Compensation, and other
payroll deductions for Consultant and its officers, agents, and employees, and all business
licenses, if any are required, in connection with the services to be performed hereunder.
d
L
6.9. Ownership of Documents. All findings,reports,documents, information a
and data including, but not limited to, computer tapes or discs, files and tapes furnished
or prepared by Consultant or any of its subcontractors in the course of performance of o
this Agreement, shall be and remain the sole property of City. Consultant agrees that any M
such documents or information shall not be made available to any individual or °
organization without the prior consent of City. Any use of such documents for other N
projects not contemplated by this Agreement, and any use of incomplete documents, shall o
be at the sole risk of City and without liability or legal exposure to Consultant. City shall
indemnify and hold harmless Consultant from all claims, damages, losses, and expenses,
including attorneys' fees, arising out of or resulting from City's use of such documents
for other projects not contemplated by this Agreement or use of incomplete documents
furnished by Consultant. Consultant shall deliver to City any findings, reports, -4
s
documents, information, data, in any form, including but not limited to, computer tapes, to
discs, files audio tapes or any other Project related items as requested by City or its
authorized representative, at no additional cost to the City.
d
c
6.10. Public Records Act Disclosure. Consultant has been advised and is aware
that all reports, documents, information and data including, but not limited to, computer
tapes, discs or files furnished or prepared by Consultant, or any of its subcontractors, and a
provided to City may be subject to public disclosure as required by the California Public
Records Act (California Government Code Section 6250 et. seq.). Exceptions to public r
disclosure may be those documents or information that qualify as trade secrets, as that
term is defined in the California Government Code Section 6254.7, and of which
0
Consultant informs City of such trade secret. The City will endeavor to maintain as M
a
C:\Documents and Settings\hempen\My Documents\JAS Pacific Agmt pin chk 9-16-10 SMIKEOUT.doc
7
racket Pg.64
. S.B.d
2010-309
kmv) confidential all information obtained by it that is designated as a trade secret. The City o
shall not, in any way, be liable or responsible for the disclosure of any trade secret a
including, without limitation, those records so marked if disclosure is deemed to be °
required by law or by order of the Court.
°
N
6.11. Responsibility for Errors. Consultant shall be responsible for its work and
results under this Agreement. Consultant, when requested, shall furnish clarification
and/or explanation as may be required by the City's representative, regarding any =
services rendered under this Agreement at no additional cost to City. In the event that an o
L
error or omission attributable to Consultant occurs, then Consultant shall, at no cost to (D
City, provide all necessary data, documents, and other Consultant professional services E
necessary to rectify and correct the matter to the sole satisfaction of City and to z
participate in any meeting required with regard to the correction.
E
6.12. Prohibited Employment. Consultant will not employ any regular
employee of City while this Agreement is in effect. a
00
6.13. Order of Precedence. In the event of an inconsistency or conflict in this a
Agreement and any of the attached Exhibits or Attachments, the terms set forth in this
Agreement shall prevail.
E
6.14. Costs. Each party shall bear its own costs and fees incurred in the L
preparation and negotiation of this Agreement and in the performance of its obligations a
hereunder except as expressly provided herein. _
°
Cn
6.15. No Third Party Beneficiary Rights. This Agreement is entered into for the M
sole benefit of City and Consultant and no other parties are intended to be direct or
incidental beneficiaries of this Agreement and no third party shall have any right in, N
under or to this Agreement. o
°
6.16. Headings. Paragraphs and subparagraph headings contained in this d
Agreement are included solely for convenience and are not intended to modify, explain or
to be a full or accurate description of the content thereof and shall not in any way affect 00
the meaning or interpretation of this Agreement.
.c
X
w
6.17. Construction. The parties have participated jointly in the negotiation and
drafting of this Agreement. In the event an ambiguity or question of intent or
interpretation arises with respect to this Agreement, this Agreement shall be construed as =
if drafted jointly by the parties and in accordance with its fair meaning. There shall be no
presumption or burden of proof favoring or disfavoring any party by virtue of the
authorship of any of the provisions of this Agreement.
6.18. Amendments. Only a writing executed by the parties hereto or their
respective successors and assigns may amend this Agreement.
6.19. Waiver. The delay or failure of either party at any time to require
a
C:\Documents and Settings\hempeno\My Documents\JAS Pacific Agmt pin chk 9-16-10 STRIKEOUT.doc
8
11 -Packet Pg. 65
2010-309
0
performance or compliance by the other of any of its obligations or agreements shall in a
no way be deemed a waiver of those rights to require such performance or compliance. o
No waiver of any provision of this Agreement shall be effective unless in writing and
signed by a duly authorized representative of the party against whom enforcement of a
waiver is sought. The waiver of any right or remedy with respect to any occurrence or N
event shall not be deemed a waiver of any right or remedy with respect to any other .�
occurrence or event, nor shall any waiver constitute a continuing waiver.
a�
c
6.20. Severability. If any provision of this Agreement is determined by a court
of competent jurisdiction to be unenforceable in any circumstance, such determination
shall not affect the validity or enforceability of the remaining terms and provisions hereof
or of the offending provision in any other circumstance.
as
6.21. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original. All counterparts shall be
construed together and shall constitute one agreement. Q
Co
6.22. Corporate Authority. The persons executing this Agreement on behalf of CO
the parties hereto warrant that they are duly authorized to execute this Agreement on
behalf of said parties and that by doing so, the parties hereto are formally bound to the
provisions of this Agreement. E
L
Q
ca
o�
0
0
0
N
C
O
a+
7
O
N
O
m
r.+
L
X
W
r3'f
C
d
G
C
W
C
R
r
C
O
E
s
Q
C:\Documents and Settings\hempen\My Documents\JAS Pacific Agmt pin chk 9-16-10 STRIKEOUT.doc
9 Packet Pg.66
F'7-
2010-309
O
O
a
AGREEMENT FOR PROFESSIONAL PLAN REVIEW SERVICES
_
R
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be N
executed by and through their respective authorized officers, as of the date first above
�a
written. o
m
CITY OF SAN BERNARDINO, CONSULTANT 0
A Municipal Corporation, Jason Addison Smith Consulting.
Services, Inc; DBA JAS Pacific E
Z
Mhs 11. r
c
a�
By E
Charg McNeel , i ger Pau Armstrong,P CBO a
Vice President of CoN Development co
00
0
N
By =
J. Addison Smith,President E
Approved as to form:
a
James F. Penman, _
City Attorney
0
M
O
�� p O
B y. v!�'na.� N
_
O
r
7
O
N
d
m
s
K
W
_
N
_
_
W
_
R
w
_
d
E
V
r
a
C:\Documents and Settings\hempen\My Documents\JAS Pacific Agmt pin chk 9-16-10 STRIKEOUT.doc
10
P. Pg.67
,N
2010-309
0
Exhibit D a
0
d
AGREEMENT FOR PROFESSIONAL PLAN REVIEW SERVICES U
c
�a
N
THIS AGREEMENT is made and entered into this 20th day of September
2010 ("Effective Date"), by and between the CITY OF SAN BERNARDINO, a charter
city("City"), and WILLDAN ENGINEERING, a California corporation("Consultant"). _
0
L
WITNESSETH : c
E
M
A. WHEREAS, City proposes to have Consultant perform professional plan review Z
services described herein; and
a
B. WHEREAS, Consultant represents that it has that degree of specialized expertise
contemplated within California Government Code; Section 37103, and holds all et
necessary licenses to practice and perform the services herein contemplated; and 00
o)
N
C. WHEREAS, City and Consultant desire to contract for professional plan review N
services and desire to set forth their rights, duties and liabilities in connection with the
services to be performed; and E
d
L
D. WHEREAS, no official or employee of City has a financial interest, within the a
provisions of California Government Code, Sections 1090-1092, in the subject matter of c
this Agreement. o
0
M
NOW, THEREFORE, for and in consideration of the mutual covenants and o
conditions contained herein, the parties hereby agree as follows:
0
1.0. SERVICES PROVIDED BY CONSULTANT o
N
1.1. Scope of Services. Consultant shall furnish professional plan review
m
services to City in accordance with Specification No. F-11-01 and Consultant's Proposal
dated August 10, 2010, on file with the Director of Community Development, s
collectively incorporated herein. w
a�
c
1.2. Professional Practices. All professional services to be provided by
Consultant pursuant to this Agreement shall be provided by personnel experienced in =_
their respective fields and in a manner consistent with the standards of care, diligence and w
skill ordinarily exercised by professional Consultants in similar fields and circumstances c
in accordance with sound professional practices. Consultant also warrants that it is
familiar with all laws that may affect its performance of this Agreement and shall advise
City of any changes in any laws that may affect Consultant's performance of this
d
Agreement. E
1.3. Warranty. Consultant warrants that it shall perform the services required
by this Agreement in compliance with all applicable Federal and California employment Q
C:\Documents and Settings\hempen\My Documents\Wlldan Agmt pin chk 9-16-10 STRIKEOUT.doc
1 Packet Pg.68
i
2010-309
0
laws including, but not limited to, those laws related to minimum hours and wages; O
occupational health and safety; fair employment and employment practices; workers' ..
compensation insurance and safety in employment; and all other Federal, State and local
laws and ordinances applicable to the services required under this Agreement.
Consultant shall indemnify, defend, and hold harmless City from and against all claims, N
demands, payments, suits, actions, proceedings, and judgments of every nature and .�
description, including attorneys' fees and costs, presented, brought, or recovered against
City for, or on account of any liability under any of the above-mentioned laws, which
may be incurred by reason of Consultant's performance under this Agreement. O
L
d
1.4. Non-discrimination. In performing this Agreement, Consultant shall not
engage in, nor permit its agents to engage in, discrimination in employment of persons Z
because of their race, religion, color, national origin, ancestry, age, physical handicap,
medical condition, marital status, sexual gender or sexual orientation, or any other =
category protected by law, except as permitted pursuant to Section 12940 of the
Government Code. Violation of this provision may result in the imposition of penalties a
referred to in Labor Code, Section 1735. 00
N
1.5 Non-Exclusive Agreement. Consultant acknowledges that City may enter N
into agreements with other Consultants for services similar to the services that are subject
to this Agreement or may have its own employees perform services similar to those E
services contemplated by this Agreement. L
tM
1.6. Delegation and Assignment. This Is a personal services contract, and the c
duties set forth herein shall not be delegated or assigned to any person or entity without
the prior written consent of City. M
o
0
's 1.7. Business License: The Consultant shall obtain and maintain a valid City
Business Registration Certificate during the term of this Agreement.
i 0
1.8. Duty of Loyalty/Conflict of Interest: The Consultant understands and
sagrees that in performing plan review services for the City, Consultant shall maintain a m
fiduciary duty and a duty of loyalty to the-City in performing Consultant's obligations
under this Agreement. Consultant, in performing its obligations under this Agreement, is
governed by California's conflict of interest laws, Government Code Section 87100 et w
seq., and Title 2, California Code of Regulations Section 18700 et seq. _
L
d
2.0. COMPENSATION AND BILLING
c
2.1. Compensation. Over the term of this Agreement, Consultant shall be paid c
i for such services in accordance with the specifications contained in RFQ F-11-01 and the
applicant's proposed pricing contained in their submitted proposal.
2.2. Additional Services. Consultant shall not receive compensation for any
services provided outside the Scope of Services specified in this Agreement unless the
City, prior to Consultant performing the additional services, approves such additional
a
C:\Documents and Settings\hempen\My Documents\Wddan Agmt pin chk 9-16-10 STRIKEOUT.doc
2 Packet Pg.69
2010-309
0
services in writing. It is specifically understood that oral requests and/or approvals of a
such additional services or additional compensation shall be barred and are -
unenforceable.
c
c�
2.3. Method of Billing. Consultant may submit invoices to City's Community N
Development Director for approval on a progress basis, but no more often than monthly. .�
Said invoice shall be based on the total of all of Consultant's services which have been
completed to City's sole satisfaction. City shall pay Consultant's invoice within forty-five
(45) days from the date City receives said invoice. Each invoice shall describe in detail, 0
the services performed and the associated time for completion. Any additional services
approved and performed pursuant to this Agreement shall be designated as "Additional 0
Services" and shall identify the number of the authorized change order, where applicable, Z
on all invoices.
a�
E
2.4. Records and Audits. Records of Consultant's services relating to this
Agreement shall be maintained in accordance with generally recognized accounting a
principles and shall be made available to City for inspection and/or audit at mutually 00
convenient times for a period of three (3)years from the Effective Date. N
N
3.0. TIME OF PERFORMANCE
E
3.1. Commencement and Completion of Work. The professional services to be L
performed pursuant to this Agreement shall commence within five (5) days from the a
Effective Date of this Agreement. Said services shall be performed in strict compliance =
with the Schedule issued by the Community Development Director or his/her designee. 0
Failure to commence work in a timely manner and/or diligently pursue work to
completion may be grounds for termination of this Agreement. The standard turn-around
time for assigned plan checks shall be 10 (ten) working days for the initial check and 5 =
(five) working days for rechecks. If these standard turn-around times are not met, a
penalty of 10 (ten) percent of the Consultant's plan check fee will be assessed for the o
assigned plan check.
m
3.2. Excusable Delays. Neither party shall be responsible for delays or lack of
performance resulting from acts beyond the reasonable control of the party or parties.
Such acts shall include, but not be limited to, acts of God, fire, strikes, material shortages, w
compliance with laws or regulations, riots, acts of war, or any other conditions beyond
the reasonable control of a party.
E
4.0. TERM AND TERMINATION c
w
c
4.1. Term. This Agreement shall commence on the Effective Date and
continue for a period of one (1) year, ending one year after the Effective Date, unless
previously terminated as provided herein or as otherwise agreed to in writing by the
parties. There may be three one-year extensions of the Agreement upon mutual 4)
agreement of the parties.
w
a
C:\Documents and Settings\hempeno\My Documents\Wildan Agmt pin chk 9-16-10 STRIKEOUT.doc
3 Packet Pg.70
2010-309
o
r
0
4.2. Notice of Termination. The City reserves and has the right and privilege 4-
of canceling, suspending or abandoning the execution of all or any part of the work d
contemplated by this Agreement, with or without cause, at any time, by providing written
notice to Consultant. The termination of this Agreement shall be deemed effective upon
receipt of the notice of termination. In the event of such termination, Consultant shall
immediately stop rendering services under this Agreement unless directed otherwise by
the City. _
0
4.3. Compensation. In the event of termination, City shall pay Consultant for
reasonable costs incurred and professional services satisfactorily performed up to and 3
including the date of City's written notice of termination. Compensation for work in z
r
progress shall be prorated as to the percentage of work completed as of the effective date
of termination in accordance with the fees set forth herein. In ascertaining the a
professional services actually rendered hereunder up to the effective date of termination
of this Agreement, consideration shall be given to both completed work and work in a
progress, to complete and incomplete drawings, and to other documents pertaining to the co
services contemplated herein whether delivered to the City or in the possession of the a
Consultant.
U)
r
4.4 Documents. In the event of termination of this Agreement, all documents E
prepared by Consultant in its performance of this Agreement including, but not limited d
to, finished or unfinished design, development and construction documents, data studies, a
drawings, maps and reports, shall be delivered to the City within ten(10) days of delivery =
of termination notice to Consultant, at no cost to City. Any use of uncompleted
documents without specific written authorization from Consultant shall be at City's sole M
risk and without liability or legal expense to Consultant. °
0
N
5.0. INSURANCE o
5.1. Minimum Scope and Limits of Insurance. Consultant shall obtain and
maintain during the life of this Agreement all of the following insurance coverages:
m
r
(a) Comprehensive general liability, including premises-operations, t
products/completed operations, broad form property damage, w
blanket contractual liability, independent Consultants, personal
injury with a policy limit of not less than One Million Dollars
($1,000,000.00), combined single limits, per occurrence and c
aggregate.
w
c
(b) Automobile liability for owned vehicles, hired, and non-owned
vehicles, with a policy limit of not less than One Million Dollars
($1,000,000.00), combined single limits, per occurrence and
aggregate.
0
0
(c) Workers' compensation insurance as required by the State of r
a
C:\Documents and Settings\hempen\My Documents\WIldan Agmt pin chk 9-16-10 STRIKEOUT.doc
4
Packet Pg.71
5.B.d
2010-309
0
California. 0
(d) Professional errors and omissions (`B&O") liability insurance with
policy limits of not less than One Million Dollars ($1,000,000.00),
combined single limits, per occurrence and aggregate. Consultant N
shall obtain and maintain, said E&O liability insurance during the U)
life of this Agreement and for three years after completion of the
work hereunder. _
0
L
5.2. Endorsements. The comprehensive general liability insurance policy shall
contain or be endorsed to contain the following provisions: 3
z
(a) Additional insureds: "The City of San Bernardino and its elected
and appointed boards, officers, agents, and employees are addition-
al insureds with respect to Consultant's performance under this
Agreement with City." a
co
(b) Notice: "Said policy shall not terminate, nor shall it be cancelled, o
nor the coverage reduced, until thirty (30) days after written notice
is given to City; ten (10) days notice if cancellation is due to non-
payment of premium." E
as
a�
L
(c) Other insurance: "Any other insurance maintained by the City of a
San Bernardino shall be excess and not contributing with the
insurance provided by this policy." o
0
M
5.3. Certificates of Insurance. Consultant shall provide to City certificates of °
insurance showing the insurance coverages and required endorsements described above, N
in a form and content approved by City, prior to performing any services under this o
Agreement.
0
U)
0
5.4. Non-limiting. Nothing in this Section shall be construed as limiting in any W
way, the indemnification provision contained in this Agreement, or the extent to which T
Consultant may be held responsible for payments of damages to persons or property.
X
w
6.0. GENERAL PROVISIONS
L
W
6.1. Entire Agreement. This Agreement constitutes the entire Agreement c
between the parties with respect to any matter referenced herein and supersedes any and =
all other prior writings and oral negotiations. This Agreement may be modified only in W
writing, and signed by the parties in interest at the time of such modification. The terms o
of this Agreement shall prevail over any inconsistent provision in any other contract
document appurtenant hereto, including exhibits to this Agreement.
c
a�
6.2. Representatives. The Director of Community Development or his/her
designee shall be the representative of City for purposes of this Agreement and may issue
a
0\13ocuments and Settings\hempen\My Documents\Wildan Agmt pin chk 9-16-10 STRIKEOUT.doc
5 Packet Pg.72
2010-309
0
all consents, approvals, directives and agreements on behalf of the City, called for by this p
Agreement, except as otherwise expressly provided in this Agreement. a
0
0
Consultant shall designate a representative for purposes of this Agreement
who shall be authorized to issue all consents, approvals, directives and agreements on N
behalf of Consultant called for by this Agreement, except as otherwise expressly
provided in this Agreement.
d
r-
6.3. Notices. Any notices, documents, correspondence or other o
L
communications concerning this Agreement or the work hereunder may be provided by (D
personal delivery, facsimile or mail and shall be addressed as set forth below. Such E
communication shall be deemed served or delivered: a) at the time of delivery if such Z
communication is sent by personal delivery; b) at the time of transmission if such (D
communication is sent by facsimile; and c) 48 hours after deposit in the U.S. Mail as E
reflected by the official U.S. postmark if such communication is sent through regular
United States mail. a
co
IF TO CONSULTANT: IF TO CITY: o
Ronald L. Espalin, PE Valerie C. Ross
Willdan Engineering Director of Community Development
650 E. Hospitality Lane, Suite 400 300 North"D" Street E
San Bernardino, CA 92408 San Bernardino, CA 92418 a
Fax: (909) 888-5107 Fax: 909-384-5080 a
Tel: (909) 386-0204 Tel: 909-384-5357
cu
0
M
6.4. Attorneys' Fees. In the event that litigation is brought by any party in c
connection with this Agreement, the prevailing party shall be entitled to recover from the N
opposing party all costs and expenses, including reasonable attorneys' fees, incurred by o
the prevailing party in the exercise of any of its rights or remedies hereunder or the
enforcement of any of the terms, conditions, or provisions hereof. The costs, salary and
expenses of the City Attorney and members of his office in connection with that action
shall be considered as"attorneys' fees"for the purposes of this Agreement. 00
Z
6.5. Governing Law. This Agreement shall be governed by and construed W
under the laws of the State of California without giving effect to that body of laws
pertaining to conflict of laws. In the event of any legal action to enforce or interpret this
Agreement, the parties hereto agree that the sole and exclusive venue shall be a court of c
competent jurisdiction located in San Bernardino County, California. w
c
6.6. Assignment. Consultant shall not voluntarily or by operation of law c
assign, transfer, sublet or encumber all or any part of Consultant's interest in this
' Agreement without City's prior written consent. Any attempted assignment, transfer,
subletting or encumbrance shall be void and shall constitute a breach of this Agreement
and cause for termination of this Agreement. Regardless of City's consent, no subletting
or assignment shall release Consultant of Consultant's obligation to perform all other
a
C:\Documents and Settings\hempeno\My Documents\Wildan Agmt pin chk 9-16-10 STRIKEOUT.doc
6
} Packet'Pg.73
i
2010-309
o
obligations to be performed by Consultant hereunder for the term of this Agreement. o
CL
4-
6.7 Indemnification and Hold Harmless. Consultant shall defend, indemnify, ao,
and hold harmless the City, its officers, employees and agents from any claims, demands,
lawsuits, liabilities, judgements, or expenses, including attorney's fees, damage to N
property or injuries to or death of any person or persons or damages of any nature
v
including, but not limited to, all civil claims or workers' compensation claims, to the
extent arising out of, pertaining to, or related to the negligence, recklessness, or willful
misconduct of Consultant, its employees, agents or subcontractors in the performance of o
L
this Agreement, except that such duty to defend, indemnify, and hold harmless shall not
apply to the extent where injury to person or property is caused by City's active E
negligence,recklessness or willful misconduct. z
d
6.8. Independent Consultant. Consultant is and shall be acting at all times as an
independent Consultant and not as an employee of City. Consultant shall secure, at his
expense, and be responsible for any and all payment of Income Tax, Social Security, a
State Disability Insurance Compensation, Unemployment Compensation, and other co
payroll deductions for Consultant and its officers, agents, and employees, and all business co
licenses, if any are required, in connection with the services to be performed hereunder. N
Y
_
6.9. Ownership of Documents. All findings,reports, documents, information E
AVON and data including, but not limited to, computer tapes or discs, files and tapes furnished d
or prepared by Consultant or any of its subcontractors in the course of performance of a
this Agreement, shall be and remain the sole property of City. Consultant agrees that any =
such documents or information shall not be made available to any individual or
organization without the prior consent of City. Any use of such documents for other M
projects not contemplated by this Agreement, and any use of incomplete documents, shall °
be at the sole risk of City and without liability or legal exposure to Consultant. City shall N
indemnify and hold harmless Consultant from all claims, damages, losses, and expenses, o
including attorneys' fees, arising out of or resulting from City's use of such documents '
0
for other projects not contemplated by this Agreement or use of incomplete documents
furnished by Consultant. Consultant shall deliver to City any findings, reports,
documents, information, data, in any form, including but not limited to, computer tapes, m
discs, files audio tapes or any other Project related items as requested by City or its
authorized representative, at no additional cost to the City. w
c
6.10. Public Records Act Disclosure. Consultant has been advised and is aware
that all reports, documents, information and data including, but not limited to, computer
tapes, discs or files furnished or prepared by Consultant, or any of its subcontractors, and c
LU
provided to City may be subject to public disclosure as required by the California Public
Records Act (California Government Code Section 6250 et. seq.). Exceptions to public a
disclosure may be those documents or information that qualify as trade secrets, as that
term is defined in the California Government Code Section 6254.7, and of which :
Consultant informs City of such trade secret. The City will endeavor to maintain as
confidential all information obtained by it that is designated as a trade secret. The City
shall not, in any way, be liable or responsible for the disclosure of any trade secret
a
C:\Documents and Settings\hempen\My Documents\Wildan Agmt pin chk 9-16-10 STRIKEOUT.doc
7
Packet Pg.74
2010-309
0
including, without limitation, those records so marked if disclosure is deemed to be p
required by law or by order of the Court. a
0
d
6.11. Responsibility for Errors. Consultant shall be responsible for its work and
results under this Agreement. Consultant, when requested, shall furnish clarification y
and/or explanation as may be required by the City's representative, regarding any
services rendered under this Agreement at no additional cost to City. In the event that an
error or omission attributable to Consultant occurs, then Consultant shall, at no cost to
City, provide all necessary data, documents, and other Consultant professional services o
necessary to rectify and correct the matter to the sole satisfaction of City and to
participate in any meeting required with regard to the correction. E
z
r
6.12. Prohibited Employment. Consultant will not employ any regular d
employee of City while this Agreement is in effect.
d
6.13. Order of Precedence. In the event of an inconsistency or conflict in this a
Agreement and any of the attached Exhibits or Attachments, the terms set forth in this
co
Agreement shall prevail. o
6.14. Costs. Each party shall bear its own costs and fees incurred in the
preparation and negotiation of this Agreement and in the performance of its obligations
hereunder except as expressly provided herein, a
a
6.15. No Third Party Beneficiary Rights. This Agreement is entered into for the
sole benefit of City and Consultant and no other parties are intended to be direct or
incidental beneficiaries of this Agreement and no third party shall have any right in, M
under or to this Agreement.
0
N
6.16. Headings. Paragraphs and subparagraph headings contained in this o
Agreement are included solely for convenience and are not intended to modify, explain or 3
to be a full or accurate description of the content thereof and shall not in any way affect
the meaning or interpretation of this Agreement.
M
6.17. Construction. The parties have participated jointly in the negotiation and
drafting of this Agreement. In the event an ambiguity or question of intent or w
interpretation arises with respect to this Agreement, this Agreement shall be construed as
if drafted jointly by the parties and in accordance with its fair meaning. There shall be no CD
presumption or burden of proof favoring or disfavoring any party by virtue of the
authorship of any of the provisions of this Agreement. c ED
w
c
6.18. Amendments. Only a writing executed by the parties hereto or their
respective successors and assigns may amend this Agreement.
6.19. Waiver. The delay or failure of either party at any time to require
performance or compliance by the other of any of its obligations or agreements shall in
no way be deemed a waiver of those rights to require such performance or compliance.
a
C:\Documents and Settings\hempen\My Documents\Wildan Agmt pin chk 9-16-10 STRIKEOUT.doc
8 Packet Pg.75
2010-309
O
r
No waiver of any provision of this Agreement shall be effective unless in writing and a
signed by a duly authorized representative of the party against whom enforcement of a —
waiver is sought. The waiver of any right or remedy with respect to any occurrence or 4)
event shall not be deemed a waiver of any right or remedy with respect to any other
occurrence or event,nor shall any waiver constitute a continuing waiver. N
6.20. Severability. If any provision of this Agreement is determined by a court
of competent jurisdiction to be unenforceable in any circumstance, such determination =
shall not affect the validity or enforceability of the remaining terms and provisions hereof
L
or of the offending provision in any other circumstance. a
6.21. Counterparts. This Agreement may be executed in one or more Z
counterparts, each of which shall be deemed an original. All counterparts shall be E
construed together and shall constitute one agreement. _
d
6.22. Corporate Authority. The persons executing this Agreement on behalf of a
the parties hereto warrant that they are duly authorized to execute this Agreement on 00
behalf of said parties and that by doing so, the parties hereto are formally bound to the N
provisions of this Agreement. N
w
d
E
Q
0
M
O
O
N
C
O
7
O
N
d
m
X
W
_
O
_
_
W
_
R
_
d
E
V
tC
Q
C:\Documents and Settings\hempen\My Documents\WIldan Agmt ptn chk 9-16-10 STRIKEOUT.doc
9 Packet-ft.-76 i"
5.B.d
2010-309
--
O
r
O
a
4-
O
AGREEMENT FOR PROFESSIONAL PLAN REVIEW SERVICES
c
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be N
executed by and through their respective authorized officers, as of the date first above
written.
m
CITY OF SAN BERNARDINO, CONSULTANT 0
A Municipal Corporation, Willdan Engineering
Z
r
as
By c
Char es McNeely, Cit an r Ronald L. Espalin, PE
Director of Building and Safety Q
co
00
o�
N
N
Y
Approved as to form:
E
d
James F. Penman,
a�
City Attorney Q
By_
O
r
O
N
r-
0
r�
7
O
N
d
m
X
W
O
_
N
_
_
W
_
to
r
_
O
E
t
V
Q
C:\Documents and Settings\hempen\My Documents\Wildan Agmt p1n chk 9-16-10 STRIKEOUT.doc
10 L I Packet Og.77