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CSG Consultants - On-Call Standard and Exepdited Building and Fire Plan CheckAGREEMENT FOR SERVICES (For contracts over $5,000 - CONSULTANT) This AGREEMENT made this 1 day of March, 2018, between: CITY: City of Gilroy, having a principal place of business at 7351 Rosanna Street, Gilroy, California and CONSULTANT: CSG Consultants, Inc., having a principal place of business at 550 Pilgrim Drive, Foster City, CA 94404. ARTICLE 1. TERM OF AGREEMENT This Agreement will become effective on March 22, 2018 and will continue in effect through March 22, 2021 with up to two, one -year extensions possible through a contract amendment unless terminated in accordance with the provisions of Article 7 of this Agreement. Any lapse in insurance coverage as required by Article 5, Section D of this Agreement shall terminate this Agreement regardless of any other provision stated herein. C• 1(. Initial ARTICLE 2. INDEPENDENT CONTRACTOR STATUS It is the express intention of the parties that CONSULTANT is an independent contractor and not an employee, agent, joint venturer or partner of CITY. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between CITY and CONSULTANT or any employee or agent of CONSULTANT. Both parties acknowledge that CONSULTANT is not an employee for state or federal tax purposes. CONSULTANT shall not be entitled to any of the rights or benefits afforded to CITY'S employees, including, without limitation, disability or unemployment insurance, workers' compensation, medical insurance, sick leave, retirement benefits or any other employment benefits. CONSULTANT shall retain the right to perform services for others during the term of this Agreement. ARTICLE 3. SERVICES TO BE PERFORMED BY CONSULTANT A. Specific Services CONSULTANT agrees to: Perform the services as outlined in Exhibit "A" ( "Specific Provisions ") and Exhibit "B" ( "Scope of Services "), within the time periods described in Exhibit "C" ( "Milestone Schedule "). B. Method of Performing Services CONSULTANT shall determine the method, details and means of performing the above - described services. CITY shall have no right to, and shall not, control the manner or determine the method of accomplishing CONSULTANT'S services. 4835 - 2267 -03610 LAC104706083 C. Employment of Assistants CONSULTANT may, at the CONSULTANT'S own expense, employ such assistants as CONSULTANT deems necessary to perform the services required of CONSULTANT by this Agreement, subject to the prohibition against assignment and subcontracting contained in Article 5 below. CITY may not control, direct; or supervise CONSULTANT'S assistants in the performance of those services. CONSULTANT assumes full and sole responsibility for the payment of all compensation and expenses of these assistants and for all state and federal income tax, unemployment insurance, Social Security, disability insurance and other applicable withholding. D. Place of Work CONSULTANT shall perform the services required by this Agreement at any place or location and at such times as CONSULTANT shall determine is necessary to properly and timely perform CONSULTANT'S services. ARTICLE 4. COMPENSATION A. Consideration In consideration for the services to be performed by CONSULTANT, CITY agrees to pay CONSULTANT the amounts set forth in Exhibit "D" ( "Payment Schedule "). In no event however shall the total compensation paid to CONSULTANT exceed 863,588.00. B. Invoices CONSULTANT shall submit invoices for all services rendered. C. Payment Payment shall be due according to the payment schedule set forth in Exhibit "D ". No payment will be made unless CONSULTANT has first provided City with a written receipt of invoice describing the work performed and any approved direct expenses (as provided for in Exhibit "A ", Section IV) incurred during the preceding period. If CITY objects to all or any portion of any invoice, CITY shall notify CONSULTANT of the objection within thirty (30) days from receipt of the invoice, give reasons for the objection, and pay that portion of the invoice not in dispute. It shall not constitute a default or breach of this Agreement for CITY not to pay any invoiced amounts to which it has objected until the objection has been resolved by mutual agreement of the parties. D. Expenses CONSULTANT shall be responsible for all costs and expenses incident to the performance of services for CITY, including but not limited to, all costs of equipment used or provided by CONSULTANT, all fees, fines, licenses, bonds or taxes required of or imposed against CONSULTANT and all other of CONSULTANT'S costs of doing business. CITY shall not be 4835- 2267 -03610 _2_ LAC104706083 responsible for any expenses incurred by CONSULTANT in performing services for CITY, except for those expenses constituting "direct expenses" referenced on Exhibit "A." ARTICLE 5. OBLIGATIONS OF CONSULTANT A. Tools and Instrumentalities CONSULTANT shall supply all tools and instrumentalities required to perform the services under this Agreement at its sole cost and expense. CONSULTANT is not required to purchase or rent any tools, equipment or services from CITY. B. Workers' Compensation CONSULTANT agrees to provide workers' compensation insurance for CONSULTANT'S employees and agents and agrees to hold harmless, defend with counsel acceptable to CITY and indemnify CITY, its officers, representatives, agents and employees from and against any and all claims, suits, damages, costs, fees, demands, causes of action, losses, liabilities and expenses, including without limitation reasonable attorneys' fees, arising out of any injury, disability, or death of any of CONSULTANT'S employees. C. Indemnification of Liability, Duty to Defend 1. As to professional liability, to the fullest extent permitted by law, CONSULTANT shall defend, through counsel approved by CITY (which approval shall not be unreasonably withheld), indemnify and hold harmless CITY, its officers, representatives, agents and employees against any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities and expenses, including without limitation attorneys' fees, to the extent arising or resulting directly or indirectly from any willful or negligent'acts, errors or omissions of CONSULTANT or CONSULTANT'S assistants, employees or agents, including all claims relating to the injury or death of any person or damage to any property. 2. As to other liability, to the fullest extent permitted by law, CONSULTANT shall defend, through counsel approved by CITY (which approval shall not be unreasonably withheld), indemnify and hold harmless CITY, its officers, representatives, agents and employees against any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities and expenses, including without limitation attorneys' fees, arising or resulting directly or indirectly from any act or omission of CONSULTANT or CONSULTANT'S assistants, employees or agents, including all claims relating to the injury or death of any person or damage to any property. D. Insurance In addition to any other obligations under this Agreement, CONSULTANT shall, at no cost to CITY, obtain and maintain throughout the term of this Agreement: (a) Commercial Liability Insurance on a per occurrence basis, including coverage for owned and non -owned automobiles, with a minimum combined single limit coverage of $1,000,000 per occurrence for all damages due to bodily injury, sickness or disease, or death to any person, and damage to property, 4835 - 2267 -0361 v1 _3 _ LAM04706083 including the loss of use thereof; and (b) Professional Liability Insurance (Errors & Omissions) with a minimum coverage of $1,000,000 per occurrence or claim, and $2,000,000 aggregate; provided however, Professional Liability Insurance written on a claims made basis must comply with the requirements set forth below. Professional Liability Insurance written on a claims made basis (including without limitation the initial policy obtained and all subsequent policies purchased as renewals or replacements) must show the retroactive date, and the retroactive date must be before the earlier of the effective date of the contract or the beginning of the contract work. Claims made Professional Liability Insurance must be maintained, and written evidence of insurance must be provided, for at least five (5) years after the completion of the contract work. If claims made coverage is canceled or non - renewed, and not replaced with another claims -made policy form with a retroactive date prior to the earlier of the effective date of the contract or the beginning of the contract work, CONSULTANT must purchase so called "extended reporting" or "tail" coverage for a minimum of five (5) years after completion of work, which must also show a retroactive date that is before the earlier of the effective date of the contract or the beginning of the contract work. As a condition precedent to CITY'S obligations under this Agreement, CONSULTANT shall furnish written evidence of such coverage (naming CITY, its officers and employees as additional insureds on the 'Comprehensive Liability insurance policy referred to in (a) immediately above via a specific endorsement) and requiring thirty (30) days written notice of policy lapse or cancellation, or of a material change in policy terms. E. Assignment Notwithstanding any other provision of this Agreement, neither this Agreement nor any duties or obligations of CONSULTANT under this Agreement may be assigned or subcontracted by CONSULTANT without the prior written consent of CITY, which CITY may withhold in its sole and absolute discretion. F. State and Federal Taxes As CONSULTANT is not CITY'S employee, CONSULTANT shall be responsible for paying all required state and federal taxes. Without limiting the foregoing, CONSULTANT acknowledges and agrees that: • CITY will not withhold FICA (Social Security) from CONSULTANT'S payments; • CITY will not make state or federal unemployment insurance contributions on CONSULTANT'S behalf, • CITY will not withhold state or federal income tax from payment to CONSULTANT; • CITY will not make disability insurance contributions on behalf of CONSULTANT; • CITY will not obtain workers' compensation insurance on behalf of CONSULTANT. 4835 - 2267- 0361v1 _ LAC \04706083 -4 ARTICLE 6. OBLIGATIONS OF CITY A. Cooperation of City CITY agrees to respond to all reasonable requests of CONSULTANT and provide access, at reasonable times following receipt by CITY of reasonable notice, to all documents reasonably necessary to the performance of CONSULTANT'S duties under this Agreement. B. Assignment CITY may assign this Agreement or any duties or obligations thereunder to a successor governmental entity without the consent of CONSULTANT. Such assignment shall not release CONSULTANT from any of CONSULTANT'S duties or obligations under this Agreement. ARTICLE 7. TERMINATION OF AGREEMENT A. Sale of Consultant's Business/ Death of Consultant. CONSULTANT shall notify CITY of the proposed sale of CONSULTANT's business no later than thirty (30) days prior to any such sale. CITY shall have the option of terminating this Agreement within thirty (30) days after receiving such notice of sale. Any such CITY termination pursuant to this Article 7.A shall be in writing and sent to the address for notices to CONSULTANT set forth in Exhibit A, Subsection V.H., no later than thirty (30) days after CITY' receipt of such notice of sale. If CONSULTANT is an individual, this Agreement shall be deemed automatically terminated upon death of CONSULTANT. B. Termination by City for Default of Consultant Should CONSULTANT default in the performance of this Agreement or materially breach any of its provisions, CITY, at CITY'S option, may terminate this Agreement by giving written notification to CONSULTANT. For the purposes of this section, material breach of this Agreement shall include, but not be limited to the following: I. CONSULTANT'S failure to professionally and /or timely perform any of the services contemplated by this Agreement. 2. CONSULTANT'S breach of any of its representations, warranties or covenants contained in this Agreement. CONSULTANT shall be entitled to payment only for work completed in accordance with the terms of this Agreement through the date of the termination notice, as reasonably determined by CITY, provided that such payment shall not exceed the amounts set forth in this Agreement for the tasks described on Exhibit C" which have been fully, competently and timely rendered by CONSULTANT. Notwithstanding the foregoing, if CITY terminates this Agreement due to CONSULTANT'S default in the performance of this Agreement or material breach by CONSULTANT of any of its provisions, then in addition to any other rights and remedies CITY 4835 - 2267- 0361v1 _5_ LAC104706083 may have, CONSULTANT shall reimburse CITY, within ten (10) days after demand, for any and all costs and expenses incurred by CITY in order to complete the tasks constituting the scope of work as described in this Agreement, to the extent such costs and expenses exceed the amounts CITY would have been obligated to pay CONSULTANT for the performance of that task pursuant to this Agreement. C. Termination for Failure to Make Agreed -Upon Payments Should CITY fail to pay CONSULTANT all or any part of the compensation set forth in Article 4 of this Agreement on the date due, then if and only if such nonpayment constitutes a default under this Agreement, CONSULTANT, at the CONSULTANT'S option, may terminate this Agreement if such default is not remedied by CITY within thirty (30) days after demand for such payment is given by CONSULTANT to CITY. D. Transition after Termination Upon termination, CONSULTANT shall immediately stop work, unless cessation could potentially cause any damage or harm to person or property, in which case CONSULTANT shall cease such work as soon as it is safe to do so. CONSULTANT shall incur no further expenses in connection with this Agreement. CONSULTANT shall promptly deliver to CITY all work done toward completion of the services required hereunder, and shall act in such a manner as to facilitate any the assumption of CONSULTANT's duties by any new consultant hired by the CITY to complete such services. ARTICLE 8. GENERAL PROVISIONS A. Amendment & Modification No amendments, modifications, alterations or changes to the terms of this Agreement shall be effective unless and until made in a writing signed by both parties hereto. B. Americans with Disabilities Act of 1990 Throughout the term of this Agreement, the CONSULTANT shall comply fully with all applicable provisions of the Americans with Disabilities Act of 1990 ( "the Act ") in its current form and as it may be amended from time to time. CONSULTANT shall also require such compliance of all subcontractors performing work under this Agreement, subject to the prohibition against assignment and subcontracting contained in Article 5 above. The CONSULTANT shall defend with counsel acceptable to CITY, indemnify and hold harmless the CITY OF GILROY, its officers, employees, agents and representatives from and against all suits, claims, demands, damages, costs, causes of action, losses, liabilities, expenses and fees, including without limitation reasonable attorneys' fees, that may arise out of any violations of the Act by the CONSULTANT, its subcontractors, or the officers, employees, agents or representatives of either. 4835 - 2267- 0361v1 LAC104706083 -6- C. Attorneys' Fees If any action at law or in equity, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing parry will be entitled to reasonable attorneys' fees, which may be set by the court in the same action or in a separate action brought for that purpose, in addition to any other relief to which that party may be entitled. D. Captions The captions and headings of the various sections, paragraphs and subparagraphs of the Agreement are for convenience only and shall not be considered nor referred to for resolving questions of interpretation. E. Compliance with Laws The CONSULTANT shall keep itself informed of all State and National laws and all municipal ordinances and regulations of the CITY which in any manner affect those engaged or employed in the work, or the materials used in the work, or which in any way affect the conduct of the work, and of all such orders and decrees of bodies or tribunals having any jurisdiction or authority over the same. Without limiting the foregoing, CONSULTANT agrees to observe the provisions of the Municipal Code of the CITY OF GILROY, obligating every contractor or subcontractor under a contract or subcontract to the CITY OF GILROY for public works or for goods or services to refrain from discriminatory employment or subcontracting practices on the basis of the race, color, sex, religious creed, national origin, ancestry of any employee, applicant for employment, or any potential subcontractor. F. Conflict of Interest CONSULTANT certifies that to the best of its knowledge, no CITY employee or office of any public agency interested in this Agreement has any pecuniary interest in the business of CONSULTANT and that no person associated with CONSULTANT has any interest that would constitute a conflict of interest in any manner or degree as to the execution or performance of this Agreement. G. Entire Agreement This Agreement supersedes any and all prior agreements, whether oral or written, between the parties hereto with respect to the rendering of services by CONSULTANT for CITY and contains all the covenants and agreements between the parties with respect to the rendering of such services in any manner whatsoever. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement, statement or promise not contained in this Agreement shall be valid or binding. No other agreements or conversation with any officer, agent or employee of CITY prior to execution of this Agreement shall affect or modify any of the terms or obligations contained in any documents comprising this Agreement. Such other agreements or conversations shall be considered as unofficial information and in no way binding upon CITY. 4835 - 2267 -03610 LAC104706083 H. Governing Law and Venue This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to the conflict of laws provisions of any jurisdiction. The exclusive jurisdiction and venue with respect to any and all disputes arising hereunder shall be in state and federal courts located in Santa Clara County, California. I. Notices Any notice to be given hereunder by either party to the other may be effected either by personal delivery in writing or by mail, registered or certified, postage prepaid with return receipt requested. Mailed notices shall be addressed to the parties at the addresses appearing in Exhibit "A ", Section V.H. but each party may change the address by written notice in accordance with this paragraph. Notices delivered personally will be deemed delivered as of actual receipt; mailed notices will be deemed delivered as of three (3) days after mailing. J. Partial Invalidity If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way. K. Time of the Essence All dates and times referred to in this Agreement are of the essence. L. Waiver CONSULTANT agrees that waiver by CITY of any one or more of the conditions of performance under this Agreement shall not be construed as waiver(s) of any other condition of performance under this Agreement. Executed at Gilroy, California, on the date and year first above written. CONSULTANT: CSG Consultants, Inc. By: Name: yr1 Title: Pres Social Security o?Taxpayer Identification Number 91- 2053749 4835 - 2267- 0361v1 _ LAC104706083 -8 CITY: CITY OF GILROY By: - Name: Gabriel A. Gonzalez Title: City Administrator Approved as to Form C�� '*--, City Attorney 4835 - 2267- 0361v1 _9_ LAM04706083 EXHIBIT "A" SPECIFIC PROVISIONS I. PROJECT MANAGER CONSULTANT shall provide the services indicated on the attached Exhibit "B ", Scope of Services ( "Services "). (All exhibits referenced are incorporated herein by reference.) To accomplish that end, CONSULTANT agrees to assign Michael Loomis, who will act in the capacity of Project Manager, and who will personally direct such Services. Except as may be specified elsewhere in this Agreement, CONSULTANT shall furnish all technical and professional services including labor, material, equipment, transportation, supervision and expertise to perform all operations necessary and required to complete the Services in accordance with the terms of this Agreement. II. NOTICE TO PROCEED /COMPLETION OF SERVICE A. NOTICE TO PROCEED CONSULTANT shall commence the Services upon delivery to CONSULTANT of a written "Notice to Proceed ", which Notice to Proceed shall be in the form of a written communication from designated City contact person(s). Notice to Proceed may be in the form of e -mail, fax or letter authorizing commencement of the Services. For purposes of this Agreement, Rob Allen, Building Official shall be the designated City contact person(s). Notice to Proceed shall be deemed to have been delivered upon actual receipt by CONSULTANT or if otherwise delivered as provided in the Section V.H. ( "Notices ") of this Exhibit "A ". B. COMPLETION OF SERVICES When CITY determines that CONSULTANT has completed all of the Services in accordance with the terms of this Agreement, CITY shall give CONSULTANT written Notice of Final Acceptance, and CONSULTANT shall not incur any further costs hereunder. CONSULTANT may request this determination of completion when, in its opinion, it has completed all of the Services as required by the terms of this Agreement and, if so requested, CITY shall make this determination within two (2) weeks of such request, or if CITY determines that CONSULTANT has not completed all of such Services as required by this Agreement, CITY shall so inform CONSULTANT within this two (2) week period. III. PROGRESS SCHEDULE The schedule for performance and completion of the Services will be as set forth in the attached Exhibit "C ". IV. PAYMENT OF FEES AND DIRECT EXPENSES Payments shall be made to CONSULTANT as provided for in Article 4 of this Agreement. 4835 - 2267- 0361v1 _ LAC104706083 -1 Direct expenses are charges and fees not included in Exhibit "B ". CITY shall be obligated to pay only for those direct expenses which have been previously approved in writing by CITY. CONSULTANT shall obtain written approval from CITY prior to incurring or billing of direct expenses. Copies of pertinent financial records, including invoices, will be included with the submission of billing(s) for all direct expenses. V. OTHER PROVISIONS A. STANDARD OF WORKMANSHIP CONSULTANT represents and warrants that it has the qualifications, skills and licenses necessary to perform the Services, and its duties and obligations, expressed and implied, contained herein, and CITY expressly relies upon CONSULTANT'S representations and warranties regarding its skills, qualifications and licenses. CONSULTANT shall perform such Services and duties in conformance to and consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Any plans, designs, specifications, estimates, calculations, reports and other documents furnished under this Agreement shall be of a quality acceptable to CITY. The minimum criteria for acceptance shall be a product of neat appearance, well- organized, technically and grammatically correct, checked and having the maker and checker identified. The minimum standard of appearance, organization and content of the drawings shall be that used by CITY for similar purposes. B. RESPONSIBILITY OF CONSULTANT CONSULTANT shall be responsible for the professional quality, technical accuracy, and the coordination of the Services furnished by it under this Agreement. CONSULTANT shall not be responsible for the accuracy of any project or technical information provided by the CITY. The CITY'S review, acceptance or payment for any of the Services shall not be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement, and CONSULTANT shall be and remain liable to CITY in accordance with applicable law for all damages to CITY caused by CONSULTANT'S negligent performance of any of the services furnished under this Agreement. C. RIGHT OF CITY TO INSPECT RECORDS OF CONSULTANT CITY, through its authorized employees, representatives or agents, shall have the right, at any and all reasonable times, to audit the books and records (including, but not limited to, invoices, vouchers, canceled checks, time cards, etc.) of CONSULTANT for the purpose of verifying any and all charges made by CONSULTANT in connection with this Agreement. CONSULTANT shall maintain for a minimum period of three (3) years (from the date of final payment to CONSULTANT), or for any longer period required by law, sufficient books and records in accordance with standard California accounting practices to establish the correctness of all charges submitted to CITY by CONSULTANT, all of which shall be made available to CITY at the CITY's offices within five (5) business days after CITY's request. 4835 - 2267- 0361v1 LAC104706083 D. CONFIDENTIALITY OF MATERIAL All ideas, memoranda, specifications, plans, manufacturing procedures, data (including, but not limited to, computer data and source code), drawings, descriptions, documents, discussions or other information developed or received by or for CONSULTANT and all other written and oral information developed or received by or for CONSULTANT and all other written and oral information submitted to CONSULTANT in connection with the performance of this Agreement shall be held confidential by CONSULTANT and shall not, without the prior written consent of CITY, be used for any purposes other than the performance of the Services, nor be disclosed to an entity not connected with the performance of the such Services. Nothing furnished to CONSULTANT which is otherwise known to CONSULTANT or is or becomes generally known to the related industry (other than that which becomes generally known as the result of CONSULTANT'S disclosure thereof) shall be deemed confidential. CONSULTANT shall not use CITY'S name or insignia, or distribute publicity pertaining to the services rendered under this Agreement in any magazine, trade paper, newspaper or other medium without the express written consent of CITY. E. NO PLEDGING OF CITY'S CREDIT. Under no circumstances shall CONSULTANT have the authority or power to pledge the credit of CITY or incur any obligation in the name of CITY. F. OWNERSHIP OF MATERIAL. All material including, but not limited to, computer information, data and source code, sketches, tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, maps, calculations, photographs, reports and other material developed, collected, prepared (or caused to be prepared) under this Agreement shall be the property of CITY, but CONSULTANT may retain and use copies thereof subject to Section V.D of this Exhibit "A ". CITY shall not be limited in any way in its use of said material at any time for any work, whether or not associated with the City project for which the Services are performed. However, CONSULTANT shall not be responsible for, and City shall indemnify CONSULTANT from, damages resulting from the use of said material for work other than PROJECT, including, but not limited to, the release of this material to third parties for work other than on PROJECT. G. NO THIRD PARTY BENEFICIARY. This Agreement shall not be construed or deemed to be an agreement for the benefit of any third party or parties, and no third party or parties shall have any claim or right of action hereunder for any cause whatsoever. 4835 - 2267 -03610 LAM04706083 _3- H. NOTICES. Notices are to be sent as follows: CITY: Rob Allen, Building Official City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 CONSULTANT: CSG Consultants, Inc. 550 Pilgrim Drive Foster, Ci , 9th Attn: Michael Loomis I. FEDERAL FUNDING REQUIREMENTS. ❑ If the box to the left of this sentence is checked, this Agreement involves federal funding and the requirements of this Section V.I. apply. ® If the box to the left of this sentence is checked, this Agreement does not involve federal funding and the requirements of this Section V.I. do not apply. 1. DBE Program CONSULTANT shall comply with the requirements of Title 49, Part 26, Code of Federal Regulations (49 CFR 26) and the City- adopted Disadvantaged Business Enterprise programs. 2. Cost Principles Federal Acquisition Regulations in Title 48, CFR 31, shall be used to determine the allowable cost for individual items. Covenant against Contingent Fees The CONSULTANT warrants that he /she has not employed or retained any company or person, other than a bona fide employee working for the CONSULTANT, to solicit or secure this Agreement, and that he /she has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift or any other consideration, contingent upon or resulting from the award or formation of this Agreement. For breach or violation of this warranty, the Local Agency shall have the right to annul this Agreement without liability or, at its discretion, to deduct from the agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee. 4835 - 2267 -03610 LAC104706083 EXHIBIT "B" SCOPE OF SERVICES 4835 - 2267 -0361 v1 _ 1 LAM04706083 CITY OF GILROY ON -CALL STANDARD AND EXPEDITED BUILDING AND FIRE INSPECTION Technical Analyses PROVEN APPROACH TO WORK 0 CSG's proposed team has been selected to best support the City and will deliver the highest level of service through its application of technical expertise, knowledge of municipal processes and procedures, efficient and effective customer care, and application of code compliance combined with innovative and helpful alternatives. Our extensive experience in furnishing comprehensive building and fire life safety services to jurisdictions provides a consistent, strong technical foundation to all projects. From cutting edge digital plan review and online plan check status reporting to providing faster - than - scheduled turnaround times, CSG will deliver the highest quality services to the City of Gilroy. Key benefits that we offer include: Concentrated focus on cost - saving approaches and methods. Because we serve numerous municipalities and agencies, we are constantly improving and adapting to provide our clients with the most cost - effective services. Customized, responsive services. We are skilled at assessing time commitments, developing an accurate work plan and applying dedicated, professional personnel. We can quickly fine -tune staffing levels to match or adjust to changes in plan review, inspection and front counter activity. And, with our digital plan review capabilities, we are able utilize resources from any of our regional offices. A wealth of fully committed and qualified personnel. We maintain staff that is fully licensed and certified at the highest level of industry standards. To keep our personnel on the industry's leading edge, many serve as popular educational instructors and lecturers as well as sit on boards and committees for organizations developing and implementing important code regulations. We also keep up with latest in procedures and use of products, e.g., green building, accessibility, CASp certification requirements, NPDES, MRP, and more. Rapid turnarounds and expedited services. With extensive experience in the digital plan review process combined with extensive code application experience, our staff excels at providing expeditious turnarounds. We easily match and more often beat any required turnaround deadlines. P Leading -edge, cost - saving technology. CSG offers a suite of digital options— speedy digital plan reviews including electronic versions of plan comments; an easy -to -use web portal for plan submittal, tracking and approval of digital plans; and available full scanning and archiving services. Environmentally friendly practices. Our corporate policy on sustainability supports a healthy environment, reduces our carbon footprint and promotes environmental stewardship through environmentally preferable purchasing and other sustainability actions. Our digital plan review system encourages the bypass of paper use, and all possible documents at CSG are printed double -sided on recycled, post- consumer content paper. 11 CSG Consultants CITY OF GILROY ON -CALL STANDARD AND EXPEDITED BUILDING AND FIRE INSPECTION BUILDING INSPECTION SERVICES Standards and Responsibilities CSG provides fully integrated, multi - disciplined building inspection services for residential, commercial, and industrial projects, and are experienced in all construction types. We provide experienced, ICC certified (and /or with other appropriate entities in accordance with A13717) inspectors. Our inspectors ensure compliance with applicable codes and requirements by identifying code violations, offering solutions to developers, property owners and tenants on potential risks and safety hazards, and by working as a team to correct violations. Specific responsibilities include but are not limited to the following: Providing inspection services for project compliance with relevant codes including accessibility, fire, grading, building, electrical, mechanical and plumbing Addressing inquiries and resolving complaints Assisting with the construction and demolition permitting process Providing code administration, inspection and enforcement Maintaining records and files concerning construction permits and building code administration, documents for storage and /or imaging In addition, we can utilize inspection personnel whenever possible to perform over - the - counter plan reviews or assist as customer service back -up at the front counter in addition to regular inspection duties to save jurisdictions valuable time and expenses. Our inspection staff easily integrates into client organizations, consistently implementing policies and procedures and remaining transparent to applicants and customers. CSG provides all vehicles, fuel, maintenance and other equipment necessary for inspectors to carry out duties with no additional cost to the City. Continuing Certification and Training We take pride in working with inspectors who have variety of inspection project experiences and who are motivated to achieve the highest level of certification. We work hard to match your jurisdiction's level of safety and code compliance and understand that personality and customer service are crucial to on- the -job success. All CSG inspectors are ICC certified and /or possess additional required certifications. In addition, they routinely update their knowledge and skills through attendance of specialized training classes and seminars in approved and modern methods, materials, tools and safety used in building inspection, as well as the most current building standards. CASp Inspection Services To facilitate the City's compliance with current rules and regulations, CSG can provide a CASp certified professional for technical questions and interpretations, and to perform accessibility compliance inspections and CASp inspection report development. 12 CSG Consultants CITY OF GILROY ON -CALL STANDARD AND EXPEDITED BUILDING AND FIRE INSPECTION FIRE INSPECTION SERVICES Construction Inspection CSG will select qualified, certified candidates for inspection services for City review and approval by the designated City representative. We understand the City is looking for experienced, CSFM/ ICC certified (and /or with other appropriate entities in accordance with A13717) inspectors, and will comply. Specific responsibilities include but are not limited to providing inspection services for fire and life safety systems and construction, and maintaining records and files concerning fire permits and code administration documents. We offer fully integrated, multi - disciplined fire inspection services for residential, commercial, and industrial projects, and are experienced in all construction types. Our inspectors ensure compliance with applicable codes and requirements by identifying code violations, offering solutions to developers, property owners and tenants on potential risks and safety hazards, and by working as a team to correct violations. Our inspection staff easily integrates into client organizations, consistently implementing policies and procedures and remaining transparent to applicants and customers. Continuing Certification and Training We take pride in working with inspectors motivated to achieve the highest level of experience and certification. We work hard to match your jurisdiction's level of safety and code compliance and understand that personality and customer service are crucial to on- the -job success. All CSG inspectors are [CC and /or CSFM certified and /or possess additional required certifications. In addition, they routinely update their knowledge and skills through specialized training classes and seminar attendance in approved and modern methods, materials, tools and safety used in building inspection, as well as the most current building standards. AVAILABILITY AND CUSTOMER SERVICE CSG's main function is to serve as an extension of the City. We clearly understand the importance of our role in the success of the City and commit to providing its citizens and business partners— residents, architects, engineers, developers, contractors —as well as City staff, the highest level of service. We believe effective communication and excellent customer service are essential to continuing a successful working relationship between the City, CSG and the development community. Office Hours and Meeting Availability CSG inspectors are available for applicant inquiries or conferences anytime during regular business hours without charge via telephone, 8:00 AM to 5:00 PM, Monday through Friday. CSG inspectors can be ready to provide services with 24 hours notice. We can easily alter our hours to meet the City's needs. Evenings and weekends for special events and meetings can be accommodated with 48 hours notice. For your convenience, we can also meet with City staff, architects and applicants. We recognize the value of pre- design consultation with prospective applicants and are available to provide this service as well. Our Project Manager /Lead will be available in person for consultation and meetings with a reasonable lead time. Response to City Questions or Requests CSG staff can typically respond to the City for all questions or requests generated during inspection on the same day, but no later than the following day a request is received. 13 CSG Consultants CITY OF GILROY ON -CALL STANDARD AND EXPEDITED BUILDING AND FIRE INSPECTION Emergency Response CSG is well qualified to respond to a local or regional emergency. Many of our personnel, have assisted in emergencies such as the recent San Bruno gas explosion, the Northridge, Loma Prieta and Napa earthquakes as well as regional floods, fires and other emergencies. Our personnel's certifications include those obtained through FEMA, Office of Emergency Services (OES), and IACET First Responder. 14 CSG Consultants CITY OF GILROY ON -CALL STANDARD AND EXPEDITED BUILDING AND FIRE PLAN CHECK Technical Analyses �Q PROVEN APPROACH TO WORK CSG's proposed team has been selected to best support the City and will deliver the highest level of service through its application of technical expertise, knowledge of municipal processes and procedures, efficient and effective customer care, and application of code compliance combined with innovative and helpful alternatives. Our extensive experience in furnishing comprehensive building and fire life safety services to jurisdictions provides a consistent, strong technical foundation to all projects. From cutting edge digital plan review and online plan check status reporting to providing faster - than - scheduled turnaround times, CSG will deliver the highest quality services to the City of Gilroy. Key benefits that we offer include: Concentrated focus on cost - saving approaches and methods. Because we serve numerous municipalities and agencies, we are constantly improving and adapting to provide our clients with the most cost - effective services. P Customized, responsive services. We are skilled at assessing time commitments, developing an accurate work plan and applying dedicated, professional personnel. We can quickly fine -tune staffing levels to match or adjust to changes in plan review, inspection and front counter activity. And, with our digital plan review capabilities, we are able utilize resources from any of our regional offices. A wealth of fully committed and qualified personnel. We maintain staff that is fully licensed and certified at the highest level of industry standards. To keep our personnel on the industry's leading edge, many serve as popular educational instructors and lecturers as well as sit on boards and committees for organizations developing and implementing important code regulations. We also keep up with latest in procedures and use of products, e.g., green building, accessibility, CASp certification requirements, NPDES, MRP, and more. Rapid turnarounds and expedited services. With extensive experience in the digital plan review process combined with extensive code application experience, our staff excels at providing expeditious turnarounds. We easily match and more often beat any required turnaround deadlines. Leading -edge, cost - saving technology. CSG offers a suite of digital options— speedy digital plan reviews including electronic versions of plan comments; an easy -to -use web portal for plan submittal, tracking and approval of digital plans; and available full scanning and archiving services. Environmentally friendly practices. Our corporate policy on sustainability supports a healthy environment, reduces our carbon footprint and promotes environmental stewardship through environmentally preferable purchasing and other sustainability actions. Our digital plan review system encourages the bypass of paper use, and all possible documents at CSG are printed double -sided on recycled, post- consumer content paper. 15 CSG Consultants CITY OF GILROY ON -CALL STANDARD AND EXPEDITED BUILDING AND FIRE PLAN CHECK BUILDING & FIRE PLAN REVIEW Compliance Standards Our team of professionals is ready to assist in all aspects of plan review and to focus on the special needs and requirements of each of our clients. We promise prompt turnaround times and offer comprehensive online status reports. Our plan reviewers carefully review all documents for compliance with building codes, fire codes, energy conservation standards, State accessibility regulations, and all local ordinances. We understand and will comply with the City's own requirements for plan review services. Our engineers and plan reviewers review plans for compliance with all policy and model codes adopted by the State of California, including but not limited to: P California Building Code, Volumes 1 and 2 California Residential Code California Electrical Code California Plumbing Code California Mechanical Code California Fire Code as amended and adopted by the State of California (Title -24, Part 9 California Fire Code) National Fire Codes as published by the National Fire Protection Association (NFPA); as adopted and referenced by the State of California (California Code of Regulations, Title -19, Section 1.09) State Historical Building Code California Energy Code (as directed by the California Energy Commission) California Green Building Code (except those sections per the California Energy Code) NPDES/WQMP/SWPPP Compliance City adopted ordinances and amendments relative to building and municipal codes, including project Conditions of Approval from other City departments, divisions, regulating agencies, and jurisdictions CASp Services We understand California Building Departments are required to have CASp certified staff in place and available for technical questions and interpretations. Our CASp certified staff are knowledgeable of state and federal accessibility laws and regulations and possesses the expertise necessary to promote access to facilities for persons with disabilities. In accordance with current regulations, CSG can supply a CASp certified professional to review plans for accessibility and to facilitate compliance with regulations. OSHPD 3 Reviews Our staff of professional engineers and certified plans examiners is experienced with the differences between CBC and OSHPD 3 facilities and have successfully completed many OSHPD 3 plan reviews for multiple client agencies. 16 CSG Consultants CITY OF GILROY ON -CALL STANDARD AND EXPEDITED BUILDING AND FIRE PLAN CHECK Green Building and LEED Certification Our Building Division staff is experienced in plan review and inspection for compliance with CALGreen and local green building ordinances. In addition, CSG Consultants has all of the qualifications necessary to assist the City in both the development of policy and the implementation of green and sustainable building practices. CSG's Sustainability Programs division can assist, for example, with construction and demolition debris recycling programs as well as public outreach to the building industry. We have green building professionals including LEED accredited personnel on staff. Quality Control / Quality Assurance CSG's in -house quality assurance / quality control program utilizes a peer review process with multi -level internal plan checking and project management. A senior staff member will review plan check comments in order to ensure relevance and accuracy. Plan Check Comments All plan check comments will be formatted to the City's established correction list templates. Any additional forms established by the City for alternative methods of construction and /or deviations from requirements, such as disabled access, will be incorporated into the correction comments and returned with the appropriate recommendations. In addition, plan check comments can be delivered electronically by email or other City approved means. This enables the checklist to be incorporated with other department comments, if needed. Plans Pickup and Delivery For all clients, pickup and delivery of plans and other materials via CSG staff or an approved alternative service is provided within 24 hours of notification at no additional cost. Online Plan Check Status CSG offers a convenient service allowing clients to check plan review status and r\ comments online. By logging in to our Plan Check Status website, staff as well as CSG �.i authorized applicants can view each project document and communicate with CSG Plan Check System the plan checker via e-mail or post -a -note. Staff or authorized applicants can download comments from the web upon completion of the plan review. There is no additional cost for this service. Digital Plan Review CSG began the transition to digital plan review over 17 years ago, leading the consultant field with this ground- breaking service. All paper plans submitted to CSG are immediately scanned into digital files and stored on CSG's servers for quick and easy access by both our clients and our plan reviewers. Our plan reviewers furnish electronic versions of their plan comments conforming to each client's established correction list templates. Any additional forms utilized by the City for alternative methods of construction and /or deviations from requirements, such as disabled access, will be incorporated into the correction comments and returned with the appropriate recommendations. Plan check comments can be delivered electronically by email or other City approved means, enabling City staff to immediately modify CSG's checklist for incorporation with other department comments. Upon request, clients can be provided with a set of digitally scanned plans at no cost, including convenient, "green" (paperless) storage of all construction - related documents. In addition, for jurisdictions requesting a pure digital plan review workflow, CSG has developed an online web application for an applicant to submit digital files directly to us, which includes an online portal for 17 CSG Consultants CITY OF GILROY ON -CALL STANDARD AND EXPEDITED BUILDING AND FIRE PLAN CHECK the applicant /jurisdiction to retrieve comments and submitted digital files with redlines. This online portal tracks all submittals, including re- submittals until the plans have been approved. Key features of our digital plan review service include: Efficiency. Plans are pushed to plan review staff the same day they are submitted. There is no "bin time." Simplicity. CSG developed its own web -based portal to manage the electronic file submittal process. By using a web interface, the applicant is no longer faced with size restrictions on email attachments or required to learn complex FTP settings. P Proven. We have provided a digital plan review option to our clients for over 17 years. Non - Proprietary. CSG's electronic review process is 100% PDF -based with no additional software required to view redlines. Extensible. Should the City decide to implement electronic review as a standard, CSG offers an integration path for our electronic review software— GreenVue Fusion. Fire Prevention Plan Review The extensive and ever - evolving regulations affecting the design and construction of today's complex buildings require specialized code training, education, and experience, while tight schedules and budgets require movement of plans through the permit process quickly and efficiently yet thoroughly examined and inspected. CSG employs a team of professionally certified fire plan reviewers, fire inspectors, fire protection engineers, fire marshals, and fire chiefs to manage fire department operations, support front counter procedures, review plans, and inspect structures for code conformance. CSG's expertise is multi- faceted, gained from extensive experience in plan review, code enforcement, code development, code instruction as well as fire suppression. Members of our Fire Prevention Division are recognized for their service on local, state and national code (ICC and NFPA) development committees and advisory groups. We have expertise in a wide range of project types: Single family and multi - family developments High -rise commercial & residential Agricultural Manufacturing plants Specialized technology /industrial P High - pile /rack storage Refrigerated storage PLAN CHECK TURNAROUND TIMES CSG works hard to provide the best quality and most timely service in the industry. We pride ourselves in maintaining the requested plan review times for all our clients —even delivering fasterthan our own deadlines. Our goal is to approve code - complying projects and to successfully and quickly move work through jurisdictional processes. CSG will ensure that all building and safety duties and follow -up actions will be performed in a timely and responsive manner. If a review is anticipated to take longer than the maximum turnaround timing, CSG will notify the City with advanced notice and negotiate additional time required to ensure an appropriate level of review. 18 CSG Consultants CITY OF GILROY ON -CALL STANDARD AND EXPEDITED BUILDING AND FIRE PLAN CHECK The following are CSG's proposed plan check turnaround times. Residential New Construction i 10 5 Small Commercial Remodels / Tenant Improvements 10 5 Revisions, Deferred Submittals, RFIs 5 5 Large /Complex Commercial Projects* 10 5 *Turnaround time may vary with the complexity and magnitude of the project. If a review is anticipated to take longer than the maximum turnaround timing, CSG will notify the City's representative and negotiate additional time required to ensure an appropriate level of review. Accelerated /Expedited Plan Check Upon request, we can perform plan check services within an accelerated time frame, with fees negotiated between the City and CSG. CSG completes initial accelerated plan check within 5 working days. Quality Control /Quality Assurance CSG's in -house quality assurance /quality control program utilizes a peer review process with multi -level internal plan checking and project management. A senior staff member will review all plan check comments in order to ensure relevance and accuracy. CSG's main function is to serve as an extension of the City. We clearly understand the importance of our role in the success of the City and commit to providing its citizens and business partners— residents, architects, engineers, developers, contractors —as well as City staff, the highest level of service. We believe effective communication and excellent customer service are essential to continuing a successful working relationship between the City, CSG and the development community. AVAILABILITY AND CUSTOMER SERVICE Office Hours and Meeting Availability CSG staff plan checkers are available for applicant inquiries or conferences anytime during regular business hours without charge via telephone, 8:00 AM to 5:00 PM, Monday through Friday. For your convenience, we can also meet with City staff, architects and applicants. We recognize the value of pre- design consultation with prospective applicants and are available to provide this service as well. Our Project Manager /Lead will be available in person for consultation and meetings with a reasonable lead time. CSG will also provide a 1 -800 phone number (or equivalent toll -free number) for service calls from Building and Fire Divisions and permit applicants. Response to City Questions or Requests CSG staff can typically respond to the City for all questions or requests generated during any plan review on the same day, but no later than the following day a request is received. Emergency Response CSG is well qualified to respond to a local or regional emergency. Many of our personnel, have assisted in emergencies such as the recent San Bruno gas explosion, the Northridge, Loma Prieta and Napa earthquakes as well as regional floods, fires and other emergencies. Our personnel's certifications include those obtained through FEMA, Office of Emergency Services (OES), and IACET First Responder. 19 CSG Consultants EXHIBIT "C" MILESTONE SCHEDULE N/A 4835 - 2267- 0361v1 LAC104706083 EXHIBIT "D" PAYMENT SCHEDULE 4835 - 2267- 0361v1 LAC104706083 Fee Schedule CSG's fee schedule which includes fees for personnel providing the proposed scope of work is provided in the table below. We will coordinate the pickup and return of all plans via CSG staff or a licensed courier service. This service is provided at no additional cost. Plan review based on a percentage of plan check fees includes initial plan review and two subsequent reviews. Additional reviews will be charged at the appropriate hourly rate indicated below. Residential and Non - Residential Building Plan Review Expedited Building Plan Review Building Plan Review (Hourly)* Certified Combination Building Inspector 60% of City's Plan Check Fee 90% of City's Plan Check Fee $125 $90 Permit Technician $60 i CASp Inspection i $135 Expedited Building Plan Review (Hourly) 1.5 x Hourly Rate 11 M Residential and Non - Residential Fire Plan Review 70% of City's Plan Check Fee Expedited Fire Plan Review Fire Plan Review (Hourly)* Fire Inspection Expedited Fire Plan Review (Hourly) 90% of City's Plan Check Fee $100 $90 1.5 x Hourly Rate All hourly rates include overhead costs including, but not limited to, salaries, benefits, Workers Compensation Insurance, travel and office expenses. Should the scope of work change, or circumstances develop which necessitate special handling, CSG will notify the City prior to proceeding. Overtime work authorized by the City will be billed at 1.5 x the applicable hourly rate. On each anniversary of the contract start date, CSG will initiate a rate increase based on change in CPI -W for the applicable region. CSG will mail an invoice at the beginning of every month for services rendered during the previous month. *Deferred submittals, revisions, RFIs, 4th reviews, and similar submittals to be charged at the hourly rate or as determined otherwise by mutual agreement with the City. BFI's for larger developments will be performed at an hourly rate, with turnaround times to be mutually agreed upon with the City. *In -house (at the City) reviews will utilize a Plan Check Engineer.