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CSG Consultants - On-Call Engineering Plan Check (2019)AGREEMENT FOR SERVICES (For contracts over $5,000 - CONSULTANT) This AGREEMENT made this 14 day of Jam, 2019, 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 Pilp-im Drive, Foster City, CA 94404. ARTICLE 1. TERM OF AGREEMENT This Agreement will become effective on July k , 2019 and will continue in effect through July ft 2020 unless tenninated 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. CX. 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. 4835-2267-0361 A _ 1 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 f411 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 I'D" ("Payment Schedule"). In no event however shall the total compensation paid to CONSULTANT exceed $94,800. 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 I'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 wl-deh 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 y 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 4835-2267-0361 v1 LACk04706083 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 froin 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 andagainst any and all claims, suits, damages, costs, fees, demands, causes of action, losses, liabilities and expenses, includim,, 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 fi-om 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 sin ' gle 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, 4835-2267-0361v1 LAC\04706083 including the loss of use thereof; and (b) Professional Liability Insurance (Errors & Omissions) with a minimurn 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: i CITY will not withhold FICA (Social Security) from CONSULTANT'S payments; 0 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. 4835-2267-0361 v1 LACt04706083 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 ITY 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 perfon-nance of this Agreement or materially breach any of its provisions, CITY, at CITY'S option, may ten-ninate 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: 1. 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 4835-2267-0361 v1 LAC104706083 -5- 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 terininate 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 terns 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 terin of tlAs 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 OILROY, 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. 483542267-0361vl Lac\0470608 -- 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 party 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. Enure 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 unoffioial information and in no way binding upon CITY. 4835-2267-6361v1 LAM04706083 - - 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. 1. 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 `tA", 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: CSU Consultants, Inc. By: o Naive. C Kianpour, P.E., P.L.S Title: Social Security or Taxpayer Identification Number 91-2053749 CITY: CI TYILRCY Bf. Nriel Gonna z TAdmii�istr o a s35-2267-0361 vl LAC\04706083 Approved as to Form Wity Attorney ATTE kvAityet 4835-2267-0361v1 LAM04706083 0 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 Hatern Ahmed, 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, * m*aterial, 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 Set -vices 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, Jori4e'Duran 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.ternis of this Agreement and, if so requested, CITY shall make this deten-nination 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. 4835-2267-0361 v1 LAC104706083 Direct expenses are charges and fees not included in Exbibit "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 famished wider 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 famished 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 -filial 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. 4835-2267-0361vi LAC\04706083 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 put -poses 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, gr 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. 4835-2267-0361vl LAC\04706083 H. NOTICES. Notices are to be sent as follows: CITY: Jorge Duran City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 CONSULTANT: Hatem Ahmed CSG Consultants, Inc. 550 Pilgrim Drive Foster Citv, CA 94404 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. 3. 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. J. PREVAILING WAGE. The Contractor agrees and acknowledges that its obligation to determine whether, and to what extent, the work performed under this Agreement is subject to any Codes, Ordinances, Resolutions, Rules and other Regulations and established policies of the City and the laws of the State of California, the United States, the California Labor Code and Public Contract Code 4835-2267-0361 v1 LAC104706083 relating to public contracting and prevailing wage laws. The Contractor shall ensure that all subcontractors are informed and are required to pay prevailing wages in compliance with the California Labor Code and the regulations thereunder. It shall be the duty of the Contractor to post a copy of applicable prevailing wages at the job site. Prevailing wage information may be obtained at www.dir.ca.2ov." 4835-2267-0361A _5 LAC104706083 EXHIBIT " B" SCOPE OF SERVICES 4835-2267-0361vl LAM4706088 . CSG SCOPE OF SERVICES ON -CALL ENGINEERING PLAN REVIEW The exact scope of work will be determined based on the request -of the City and the type of project. New Development lEntitiements 0 Review tentative maps, tentative parcel maps, architectural review, and other entitlement appfications. Coordinate review with other -City staff and/or outside agencies as needed.. * Attend follow-up meetings m(Ith PlannIn g staff, the applicant, or othears as needed to resolve issues .regardingthe proposal. Review subsequent submittals of the proposal. Prepare conditions of approval for project and submit to Planning. Plan Review and Map -Review review final reaps, improvement and landscape plans. Review includes evaluation of require records, studies, grading and lmprovemerit plan, and additional materials submitted- by the design professional'. Confirm that plans conform to City standard design criteria, conditions of approval, and Infrastructure or other master plans, Each plan review will be accompanied with a let -ter summarizing the red-iine comments addressed to the applicant's engineer or landscape architect, with a copy to City staff and the applicant'. A complete red4l.ned set of drawings and any reports will be returned to the design professionals for use in their corrections. At the applica-ries discretion, the comment summary letter and red -lined plan sheets can be scanned and submitted electronically to the design consultant to expedite the review process. The consultant will meet with the applicant/representativeand City staff t6 revilew comments or to delineate the standards which are not being met, in order to facilitate timely completion of the review.and meeting the maximum goal of two plan checks, CSG Consultants will accept and review subsequent submittals electronically, when feasible, in order to expedite the review process. The project manager will adjust and/ or develop the plan erteck list t6theetthe criteria as required. Soils reports will be evaluated and confirmation of recommendations will be included on the plans. Boundary conditions will be evaltia"ted to maintain continuity with surrounding properties and maintain existing drainage patterns. Construction erosion control and post -construction water quality control will be evaluated for compliance With the storm water,,quality management perr.nit In effect for the City. Assist the City with development of onditions of approval, development agreements, and other requirements associated with development apprications. Assist City In negotiating with developers regarding terms of agreements or.conditions (Additional tasks associated with the entitlement process are described above). Confirm- that the developer has obtained necessary permits or approvals from other public agencies as needed, and that plans conform to the City's NPDES Municipal Regional Permit requirem er-Its for storm water treatment and retention. Review and recommend approval of engineering bond estimates and subdivision guarantees. Assist the staff in preparing subdivision improvement agreements, other agreements (.Including stormwater treatment measure and landscape maintenance agreements), and staff reports. Meet with developers, consultants, or other agencies on behalf of staff, as requested. Onsite Services e, Provide onsite land development review services as requested by the i�Ity. Street Vacations Assist in research and document preparation(e.g, plats, maps, legal descriptions, and findings) by a licensed surveyor to support summary and regular street vacations and City property dfs * position according to the City Municipal Code, Subdivision Map Act, and California Streets and Highways code. Staffing All plan reviews will be conducted by a State of California licensed civil engineer or under the supervision of a licensed civil engineer. Each plan review is assigned to a design plan reviewer with oversight of th6 project manager. The assigned design plan reVfewer'will be committed to the project and will furnish all subsequent reviews forthe project. It Is thegoal of CSG Consultants to provide, where practical, a cradle -to - grave approach for project review, where ' a review team is assigned to the project from entitlement through plan review and construction to closeout and acceptance. 0 Provide specialized qualified licensed engineers to assist in any structural, soil and geotechnical reviews, for any of the assigned projects, 0 Map checking will be overseen by professional engineers licensed to practice land surveying In the -State of California or by licensed professional land surveyors, a Consultants' plan review and Inspection staff will be. avallable for applicant Inquiries or conferences during normal business hours, Monday through Friday, from. 8:00 AM through 5:00 PM, Web conferences, fax, and conference calls are optional forms of communications between Consultant and City staff. Plan Check Time Lines • Consultant shtil ach-ieve quality plan review while rnaintaining cons istently.s u pe ri or turnaroun-d times. Consultant shall perform,plan review within the following time lines, stated In working days, upon receipt of -complete application package: fifteen (15) days for initial plan checks and ten (10) days for re-checks/back checks, CSC Consultants can provide electrorfic review of plan revisions submitted in response to prior comments, In order to expedite the review process. • It is understood that more complex projects may require additional time. It Is the responsibility of Consultant to immediately Inform the City that the plan *review may vary from the proposed time lines, I Accelerated Plan Review If required by the City, Consultant has the ability to perform plan review services withinan accelerated time frame, neg-otiated'on behalf of the applicant, the Citys appointed contact, and Consultant. In most cases, Consultant will complete initial plan review in fewer than ten working days (five working days for re -checks). However, it is understood that some plans may require additional time. In. those instances, Consultant shall notify and receive approval by the City of the expected processing time prior to performing the plan review. Online Plan Check Status Conspitant shall make available ordine'services to enable City, and authorized applicants to determine the status of plan checks. There is no additlonal cost for this serVice, EXHIBIT "C" MILESTONE SCHEDULE 4635-2267-0361vl 1 LAG104706083 CSGIs Milestone Schedule Development of hard-and-fast schedules for completion of development review and plan review work is difficult as timing and scope of projects is not always known. Examples of tlrr)..e frames for completing certain tasks are provided below, Review Tentative Map Application or Fifteen (15) working days of notice of subrTfittal, by City Other Entittem ent Package •zsi Xppark. t'Vjt1d9'OfA' ti e hey Complete Improvement Plan or. Map Ten (10) working days of notice -of submittal by City review (V' Chock) o in C Pik Prepare fee estimate, review bond Ten (10) working days of request estimate, or prep are permit tt I�y WO ays o notice 0 Review Lot Line AdJ ustm-ent/ Lot Merger Ten (10) working days of notice,of submittal by City 406 66t'on sto eAylJI6�IlVWIthin"'fW'(5) Wo­*3bg days P Turnaround tunes include pickup, QA/QC, and delivery to City. CSG will attempt to reduce the need for forma'l resubmittals to the City by reviewing electronic submittals of revisions provided directly to CSG.Jurna round It -Imes would very based on the scope of the r' eviI typically be returned within one to two working days, ew, but would EXHIBIT «D" PAYMENT SCHEDULE 4835-2267-0361v1 LAG104706083 CSG services are billed on a time -and -materials basis according to our Standard Rates, shown below. Administrative Assistant $75 Analyst $125 Engineering Designer%CASp inspection & Consultation $135 Construction Inspector $140 . Senior Analyst $150 Assistant Resident Engineer $165 Assistant Engineer $145 Associate Engineer $165 Senior Construction Inspector $155 Senior Engineer $1190 Senior Land Surveyor $190 Resident Engineer $200 Structure Representative $200 Senior Structural Engineer $210 Senior Project Manager $210' Principal Engineer $220 Senior Principal Engineer $240 Two -Person Survey Crew $320 All hourly rates include overhead casts including, but not limited to, salaries, benefits, Workers Compensation Insurance, travel and office expenses. Overtime work will be billed at 1.5x the hourly rates indicated in the table above. Rates will remain effective through June 30, 2020, On each anniversary of the contract start date, C5G will initiate a rate increase based on change in CPI--U for the applicable region CSG will mail an invoice at the beginning of every month for services rendered during the previous month.