Loading...
HomeMy WebLinkAboutC-4936 - Amended and Restated PSA for Building Inspection and Plan Check ServicesAMENDMENT NO. THREE TO J' AMENDED AND RESTATED PROFESSIONAL SERVICES AGREEMENT ' WITH THE CODE GROUP, INC. DOING BUSINESS AS VCA CODE GROUP FOR BUILDING INSPECTION AND PLAN CHECK SERVICES THIS AMENDMENT NO. THREE TO AMENDED AND RESTATED AGREEMENT FOR PROFESSIONAL SERVICES ("Amendment No. Three") is made and entered into as of this 5t' day of May, 2014 ("Effective Date") by and between the CITY OF NEWPORT BEACH, a California municipal corporation ("City'), and THE CODE GROUP, INC., a California corporation doing business as ("DBA") VCA CODE GROUP, ("Consultant'), whose address is 2200 West Orangewood Ave., #155, Orange, California 92868 and is made with reference to the following: RECITALS A. On July 24, 2012, City and Consultant entered into an Amended and Restated Professional Services Agreement ("Agreement') for building inspection and plan check review services of City's residential, commercial and industrial buildings and structures on an as -needed basis ("Project'). B. On April 26, 2013, City and Consultant entered into Amendment No. One to the Amended and Restated Agreement ("Amendment No. One") to modify the Fee Schedule in Exhibit B. C. On July 23, 2013, City and Consultant entered into Amendment No. Two to the Amended and Restated Agreement ("Amendment No. Two") to reflect additional services not included in the Agreement as amended and to increase the total compensation. D. City desires to enter into this Amendment No. Three to extend the term of the Agreement to September 30, 2014. E. City and Consultant mutually desire to amend the Agreement, as provided below. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: TERM Section 1 of the Agreement shall be amended in its entirety and replaced with the following: `The term of this Agreement shall commence on the Effective Date and shall terminate on September 30, 2014, unless terminated earlier as set forth herein." 2. INTEGRATED CONTRACT Except as expressly modified herein, all other provisions, terms, and covenants set forth in the Agreement shall remain unchanged and shall be in full force and effect. IN WITNESS WHEREOF, the parties have caused this Amendment No. Three to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date:—q - Z4 -f _ By: c LA UAJ Aaron C. arp City Attorney ATTEST: Date: 5 -. 4 n By. � k' Leilani I. Brown City Clerk h i ©� fioaN� CITY OF NEWPORT BEACH, A California municipal corporation Date: 41uA\-!A By: Dave Kif - `4 City Manager CONSULTANT: THE CODE GROUP, INC., a California corporation doing business as ("DBA") VCA CODE GROUP Date: 5' S• �' By. Tom an orpe President Date: S-_ 9? -/ q - By: Robert Chou Vice President [END OF SIGNATURES] THE CODE GROUP, INC. Page 2 ' AMENDMENT NO. TWO TO AMENDED AND RESTATED PROFESSIONAL SERVICES AGREEMENT WITH VCA CODE GROUP FOR BUILDING INSPECTION AND PLAN CHECK SERVICES J THIS AMENDMENT NO. TWO TO AMENDED AND RESTATED AGREEMENT ! FOR PROFESSIONAL SERVICES (Amendment No. Twd') is made and entered into as of this 23rd day of July, 2013 (Effective Datd') by and between the CITY OF NEWPORT ' BEACH, a California Municipal Corporation (Cit)`), and VCA CODE GROUP, a California corporation (Consultant), whose address is 2200 West Orangewood Ave„ #155, Orange, California 92868 and is made with reference to the following: RECITALS A. On July 24, 2012, City and Consultant entered into an Amended and Restated Professional Services Agreement ("Agreement") for building inspection and plan check review services of City's residential, commercial and industrial buildings and structures on an as -needed basis ("Project"). B. On April 23, 2013, City and Consultant entered into Amendment No. One to the Amended and Restated Agreement (`Amendment No. One") to modify the Fee Schedule. C. City desires to enter into this Amendment No. Two to increase the total compensation due to an increase in the demand for Services. D. City and Consultant mutually desire to amend the Agreement, as provided below. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. COMPENSATION TO CONSULTANT Section 4.1 of the Agreement is amended in its entirety and replaced with the following: "City shall pay Consultant for the Services on a time and expense not -to - exceed basis in accordance with the provisions of this Section and the Fee Schedule attached hereto as Exhibit B and incorporated herein by reference. Consultants compensation for all Work performed in accordance with this Agreement, including all reimbursable items and subconsultant fees, shall not exceed Six Hundred and Sixty Two Thousand Dollars and 001100 ($662,000.00) without prior written authorization from City. No billing rate changes shall be made during the term of this Agreement without the prior written approval of City:' The total amended compensation reflects Consultants additional compensation for additional Services to be performed in accordance with this Amendment No. Two, including all reimbursable items and subconsultant fees, in an amount not to exceed Three Hundred Sixty Two Thousand Dollars and 00/100 ($362,000.00). VCA CODE GROUP Page 1 2. INTEGRATED CONTRACT Except as expressly modified herein, all other provisions, terms, and covenants set forth in the Agreement shall remain unchanged and shall be in full force and effect. IN WITNESS WHEREOF, the parties have caused this Amendment No. One to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTO N Y'S OFFICE Date: 13 By: A—rEa Aaron C. Harp City Attorney �► ATTEST: Date: By: * �- 4. Leilani I. Brown City Clerk CITY OF NEWPORT BEACH, A Californiaunicipal corporation Date: '7/?,./,`/` By: Keith D. Cuwf Mayor CONSULTANT: VCA CODE GROUP, a California corporation Date: Y Tom Van Dorpe President Date: 91011''1'3 By: Robert Chou Vice President [END OF SIGNATURES] VCA CODE GROUP Page 2 �EW�oR> CITY OF °� mz NEWPORT BEACH C9C/Fp0.N`P City Council Staff Report Agenda Item No. 6 July 23, 2013 TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: Community Development Department Kimberly Brandt, AICP, Director 949-644-3226, kbrandt(cDnewoortbeachca.00v PREPARED BY: Seimone Jurjis PE, CBO, Chief Building Official APPROVED: 0. TITLE: Building Inspection and Plan Review Services — Approval of Amendment No. 2 of the Amended and Restated Professional Services Agreement with VCA Code Group ABSTRACT: The Community Development Department currently uses an outside consultant, VCA Code Group (VCA), to provide building inspection and plan review services. The department contracts for two building inspectors and overflow plan review services. The term of the Professional Services Agreement expires on June 30, 2014, however, during its term a Second Amended and Restated Professional Services Agreement is required to allocate additional funds to the Agreement so that services may continue. RECOMMENDATION: Approve Amendment No. 2 of the Amended and Restated Professional Services Agreement (Attachment CC 1) with VCA Code Group for contract professional services for an amount not to exceed $662,000 for the time period of September 1, 2011, to June 30, 2014. FUNDING REQUIREMENTS: The City Council approved $362,000 in the FY 2013-2014 budget for plan review and inspection services. No further appropriations are needed at this time. 1 Professional Services — Approval of Amendment No. 2 with VCA Code Group July 23, 2013 Page 2 On July 24, 2012, City Council approved an Amended and Restated Professional Services Agreement (Attachment CC 3) authorizing additional funding allocated to the Agreement with VCA to allow for the continued professional services until June 30, 2014, at a cost not to exceed $300,000. On April 23, 2013, the City approved Amendment No. 1 modifying the fee schedule (Attachment CC 2). The City is experiencing an increase in development activity that necessitates contracting for additional inspection staff to meet demand and overflow plan review services so proper turnaround times can be achieved. Additionally, the cost of contract services has risen due to increased demand for services by local cities. VCA provides the department two full-time building inspectors and limited overflow plan review services to the City. The City Council approved $362,000 in the FY 2013-2014 budget for continued Building related contract services. If the City Council approves the contract Amendment No. 2 with VCA, then the total contract amount will be $662,000 for September 1, 2011, to June 30, 2014. VCA's contract will terminate on June 30, 2014. Prior to that time, staff will release a Request for Qualifications for Building related services to insure competitive pricing and qualifications, should there remain a need for such services in the following fiscal year. ENVIRONMENTAL REVIEW: The recommended action is not subject to the California Environmental Quality Act (CEQA) pursuant to Sections 15060(c)(2) (the activity will not result in a direct or reasonably foreseeable indirect physical change in the environment) and 15060(c)(3) (the activity is not a project as defined in Section 15378) of the CEQA Guidelines, California Code of Regulations, Title 14, Chapter 3, because it has no potential for resulting in physical change to the environment, directly or indirectly. 2 Professional Services — Approval of Amendment No. 2 with VCA Code Group July 23, 2013 Page 3 The agenda item has been noticed according to the Brown Act (72 hours in advance of the meeting at which the City Council considers the item). Submitted by: yk,"'y— Kimberly Brand, AICP Director Attachments: CC 1 Amendment No. 2 CC 2 Amendment No. 1 CC 3 Amended and Restated Professional Services Agreement 3 City Council Attachment 1 Amendment No. 2 5 AMENDMENT NO. TWO TO AMENDED AND RESTATED PROFESSIONAL SERVICES AGREEMENT WITH VCA CODE GROUP FOR BUILDING INSPECTION AND PLAN CHECK SERVICES THIS AMENDMENT NO. TWO TO AMENDED AND RESTATED AGREEMENT FOR PROFESSIONAL SERVICES ("Amendment No. Twd') is made and entered into as of this 23rd day of July, 2013 ('Effective Date') by and between the CITY OF NEWPORT BEACH, a California Municipal Corporation ('Citi'), and VCA CODE GROUP, a California corporation ('Consultant'), whose address is 2200 West Orangewood Ave., #155, Orange, California 92868 and is made with reference to the following: RECITALS A. On July 24, 2012, City and Consultant entered into an Amended and Restated Professional Services Agreement ("Agreement") for building inspection and plan check review services of City's residential, commercial and industrial buildings and structures on an as -needed basis ("Project"). B. On April 23, 2013, City and Consultant entered into Amendment No. One to the Amended and Restated Agreement ("Amendment No. One") to modify the Fee Schedule. C. City desires to enter into this Amendment No. Two to increase the total compensation due to an increase in the demand for Services. D. City and Consultant mutually desire to amend the Agreement, as provided below. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. COMPENSATION TO CONSULTANT Section 4.1 of the Agreement is amended in its entirety and replaced with the following: "City shall pay Consultant for the Services on a time and expense not -to - exceed basis in accordance with the provisions of this Section and the Fee Schedule attached hereto as Exhibit B and incorporated herein by reference. Consultant's compensation for all Work performed in accordance with this Agreement, including all reimbursable items and subconsultant fees, shall not exceed Six Hundred and Sixty Two Thousand Dollars and 00/100 ($662,000.00) without prior written authorization from City. No billing rate changes shall be made during the term of this Agreement without the prior written approval of City" The total amended compensation reflects Consultant's additional compensation for additional Services to be performed in accordance with this Amendment No. Two, including all reimbursable items and subconsultant fees, in an amount not To exceed Three Hundred Sixty Two Thousand Dollars and 00/100 ($362,000.00). VCA CODE GROUP Page I •f 11*0'j-, 41 :1•ZK•] kqr I Except as expressly modified herein, all other provisions, terms, and covenants set forth in the Agreement shall remain unchanged and shall be in full force and effect. IN WITNESS WHEREOF, the parties have caused this Amendment No. One to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: By: �� ((at) Aaron C. Harp Dnp$ City Attorney ' �l` ATTEST: Date: CITY OF NEWPORT BEACH, A California municipal corporation Date: By: Keith D. Curry Mayor CONSULTANT: VCA California corporation Date: By: By: Leilani I. Brown Tom Van Dorpe City Clerk President Bv: Robert Chou Vice President [END OF SIGNATURES] CODE GROUP, a VCA CODE GROUP Pageg City Council Attachment 2 Amendment No. 1 I AMENDMENT NO. ONE TO AMENDED AND RESTATED PROFESSIONAL SERVICES AGREEMENT WITH VCA CODE GROUP FOR BUILDING INSPECTION AND PLAN CHECK SERVICES THIS AMENDMENT NO. ONE TO AMENDED AND RESTATED AGREEMENT � FOR PROFESSIONAL SERVICES ("Amendment No. One") is made and entered into as of this day of April, 2013 ("Effective Date") by and between the CITY OF IZIJ NEWPORT BEACH, a California municipal corporation and charter city ("City"), and VCA CODE GROUP, a California corporation ("Consultant'), whose address is 2200 West Orangewood Ave., #155, Orange, California 92868 and is made with reference to the following: RECITALS A. On July 24, 2012, City and Consultant entered into an Amended and Restated Professional Services Agreement ("Agreement') for building inspection and plan check review services of City's residential, commercial and industrial buildings and structures on an as needed basis ("Project'). B. City desires to enter into this Amendment No. One to update the billing rates. C. City and Consultant mutually desire to amend the Agreement, as provided below. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. COMPENSATION TO CONSULTANT Exhibit B to the Agreement shall be superseded and replaced with the Schedule of Billing Rates attached hereto as Exhibit B, and incorporated herein by reference. 2. INTEGRATED CONTRACT Except as expressly modified herein, all other provisions, terms, and covenants set forth in the Agreement shall remain unchanged and shall be in full force and effect. [SIGNATURES ON NEXT PAGE] 11 IN WITNESS WHEREOF, the parties have caused this Amendment No. One to be executed on the dates written below. APPROVED AS TO FORM: CITY AT13,j Y S OFFICE Date: �-j, Aaron C. Harp City Attorney ATTEST: Date: By: Leilani I. Brown City Clerk CITY OF NEWPORT BEACH, A California municipal corporation Date: By: Kimberly Brandt, AICP Community Development Director CONSULTANT: VCA CODE GROUP, a California corporation Date:��„ /r 3 By: Tom an Dorpe President Date: 4/0/13 By: Robert Chou Vice President [END OF SIGNATURES] Attachments: Exhibit B — Fee Schedule VCA CODE GROUP Page 2 EXHIBIT B FEE SCHEDULE $115.00 Plan Check and Inspection Services $115.00 Principal $160.00 Certified Building Official $135.00 Assistant Building Official $115.00 Structural Engineer $125.00 CASp Consultant services $160.00 CASp Consultant Plan Check $160.00 Percentage of Fees Collected 50% Partial Plan Check 50% Plan Check Engineer (if no fee Percentage of Fees Collected $ 95.00 Check Mechanical, Electrical, Plumbing Plan Engineer 11 Grading Plan Review Engineer II Fire Protection Engineer II Non Structural Plan Checker $ 85.00 NPDES Review $ 85.00 Combination Building Inspector $47.00 to $75.00 Senior (Commercial) Building Inspector $55.00 to $85.00 Grading Inspector $47.00 to $75.00 Code Enforcement Officer $47.00 to $75.00 Permit Technician $40.00 to $55.00 Clerical/Word processing/Administration $50.00 Planning Plan Check and Inspection Services Senior Planner $115.00 Planner $105.00 EIR Specialist $115.00 Green and Energy Services CALGreen/LEED/Build it Green Consultant $115.00 Certified Energy Analyst (Energy Modeling) $115.00 Certified Energy Plans Examiner (CEPE) $ 95.00 HERS Rater $115.00 Consumer Price Index. Upon the first anniversary of the Effective Date and upon each anniversary of the Effective Date thereafter, the rates to be paid by the City as set forth above shall be adjusted in proportion to changes in the Consumer Price Index, subject to the 3.0% maximum adjustment increase set forth below. Such adjustment shall be made by multiplying the original rate by a fraction, the numerator of which is the value of the Consumer Price Index for the calendar month three (3) months preceding the calendar month for which such adjustment is to be made and the denominator of which is the value of the Consumer Price Index for the same calendar month one (1) year prior. For example, if the adjustment is to occur effective June 1, 2012, the index to be used for the numerator is the index for the month of March 2012 and the index to be used for the denominator is March 2011. The "Consumer Price Index' to be used in such calculation is the Consumer Price Index, All Urban Consumers (All Items) for the Los Angeles Anaheim Riverside Metropolitan Area, published by the United States Department of Labor, Bureau of Labor Statistics (1982 84 = 100). If both an official index and one or more unofficial indices are published, the official index shall be used. If said VCA CODE GROUP Page --1 Consumer Price Index is no longer published at the adjustment date, it shall be constructed by conversion tables included in such new index. In no event, however, shall the amount payable under this Agreement be reduced below the rate in effect immediately preceding such adjustment. The maximum increase to the rate, for any year where an adjustment is made in proportion to changes in the Consumer Price Index, shall not exceed 3.0% of the rate in effect immediately preceding such adjustment. VCA CODE GROUP Pag jlBF2 City Council Attachment 3 Amended and Restated Professional Services Agreement 1.5 10 C-4936 AMENDED AND RESTATED PROFESSIONAL SERVICES AGREEMENT WITH VCA CODE GROUP FOR BUILDING INSPECTION AND PLAN CHECK SERVICES THIS AMENDED AND RESTATED AGREEMENT FOR PROFESSIONAL SERVICES ("Agreement') is made and entered into as of this 20, day of July, 2012 ("Effective Date") by and between the CITY OF NEWPORT BEACH, a California Municipal Corporation ("City"), and THE CODE GROUP, INC., a California corporation, doing business as ("DBA") VCA CODE GROUP ("Consultant'), whose address is 2200 West Orangewood Avenue, Suite 155, Orange, California 92868 and is made with reference to the following: RECITALS A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of City. B. City desires to amend and restate the Professional Services Agreement entered with Consultant on September 1, 2011 and amended on November 21, 2011 and July 5, 2012. C. City desires to engage Consultant to perform building inspection services and building plan check reviews of City's residential, commercial and industrial buildings and structures on an as -needed basis ("Project'). D. Consultant possesses the skill, experience, ability, background, certification and knowledge to provide the professional services described in this Agreement. E. The principal member of Consultant for purposes of Project shall be Charles Russell. F. City has solicited and received a proposal from Consultant, has reviewed the previous experience and evaluated the expertise of Consultant, and desires to retain Consultant to render professional services under the terms and conditions set forth in this Agreement. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM The term of this Agreement shall commence on September 1, 2011, and shall terminate on June 30. 2014 unless terminated earlier as set forth herein. 17 2. SERVICES TO BE PERFORMED City and Consultant acknowledge that the above Recitals are true and correct and are hereby incorporated by reference into this Agreement. Consultant shall diligently perform all the services described in the Scope of Services attached hereto as Exhibit A and incorporated herein by reference ("Services" or "Work"). The City may elect to delete certain services within the Scope of Services at its sole discretion. 3. TIME OF PERFORMANCE 3.1 Time is of the essence in the performance of Services under this Agreement and Consultant shall perform the Services in accordance with the schedule included in Exhibit A. In the absence of a specific schedule, the Services shall be performed to completion in a diligent and timely manner. The failure by Consultant to strictly adhere to the schedule set forth in Exhibit A, if any, or perform the Services in a diligent and timely manner may result in termination of this Agreement by City. 3.1.1 Notwithstanding the foregoing, Consultant shall not be responsible for delays due to causes beyond Consultant's reasonable control. However, in the case of any such delay in the Services to be provided for the Project, each party hereby agrees to provide notice within two (2) of the occurrence causing the delay to the other party so that all delays can be addressed. 3.2 Consultant shall submit all requests for extensions of time for performance in writing to the Project Administrator (as defined in Section 6 below) not later than ten (10) calendar days after the start of the condition that purportedly causes a delay. The Project Administrator shall review all such requests and may grant reasonable time extensions for unforeseeable delays that are beyond Consultant's control. 3.3 For all time periods not specifically set forth herein, Consultant shall respond in the most expedient and appropriate manner under the circumstances, by fax, hand -delivery or mail. !MMKK7III14'd6INdP7►&COXOId'Z691lkIi_1►ftI 4.1 City shall pay Consultant for the Services on a time and expense not -to - exceed basis in accordance with the provisions of this Section and the Schedule of Billing Rates or Progress Payments Schedule attached hereto as Exhibit B and incorporated herein by reference. Consultant's compensation for all Work performed in accordance with this Agreement, including all reimbursable items and subconsultant fees, shall not exceed Three Hundred Thousand Dollars and 001100 ($300,000.00) over the term of the Agreement without prior written authorization from City. No billing rate changes shall be made during the term of this Agreement without the prior written approval of City. 4.2 Consultant shall submit monthly invoices to City describing the Work performed the preceding month. Consultant's bills shall include the name of the person who performed the Work, a brief description of the Services performed and the specific task in the Scope of Services to which it relates, the date the Services were performed, the number of hours spent on all Work billed on an hourly basis, and a description of VCA CODE GROUP Page 2 12 any reimbursable expenditures. City shall pay Consultant no later than thirty (30) days after approval of the monthly invoice by City staff. 4.3 City shall reimburse Consultant only for those costs or expenses specifically identified in Exhibit B to this Agreement, or specifically approved in writing in advance by City. 4.4 Consultant shall not receive any compensation for Extra Work performed without the prior written authorization of City. As used herein, "Extra Work" means any Work that is determined by City to be necessary for the proper completion of the Project, but which is not included within the Scope of Services and which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Compensation for any authorized Extra Work shall be paid in accordance with the Schedule of Billing Rates as set forth in Exhibit B. 4�7 IG\►f«V 5.1 Consultant shall designate a Project Manager, who shall coordinate all phases of the Project. This Project Manager shall be available to City at all reasonable times during the Agreement term. Consultant has designated Charles Russell to be its Project Manager. Consultant shall not remove or reassign the Project Manager or any personnel listed in Exhibit A or assign any new or replacement personnel to the Project without the prior written consent of City. City's approval shall not be unreasonably withheld with respect to the removal or assignment of non -key personnel. 5.2 Consultant, at the sole discretion of City, shall remove from the Project any of its personnel assigned to the performance of Services upon written request of City. Consultant warrants that it will continuously furnish the necessary personnel to complete the Project on a timely basis as contemplated by this Agreement. 5.3 If Consultant is performing inspection services for City, the Project Manager and any other assigned staff shall be equipped with a cellular phone to communicate with City staff. The Project Manager's cellular phone number shall be provided to the City. 6. ADMINISTRATION This Agreement will be administered by the Community Development Department. The Building Division Manager, or his/her designee, shall be the Project Administrator and shall have the authority to act for City under this Agreement. The Project Administrator or his/her designee shall represent City in all matters pertaining to the Services to be rendered pursuant to this Agreement. 7. CITY'S RESPONSIBILITIES 7.1 To assist Consultant in the execution of its responsibilities under this Agreement, City agrees to, where applicable: VCA CODE GROUP Page 3 19 7.1.1 Provide access to, and upon request of Consultant, one (1) copy of all existing relevant information on file at City. City will provide all such existing relevant information in a timely manner so as not to cause delays in Consultant's Work schedule. 7.1.2 Provide blueprinting and other services through City's reproduction company for bid documents. Consultant will be required to coordinate the required bid documents with City's reproduction company. All other reproduction will be the responsibility of Consultant. 8. STANDARD OF CARE 8.1 All of the Services shall be performed by Consultant or under Consultant's supervision. Consultant represents that it possesses the professional and technical personnel required to perform the Services required by this Agreement, and that it will perform all Services in a manner commensurate with the highest professional standards. For purposes of this Agreement, the phrase "highest professional standards" shall mean those standards of practice recognized by one (1) or more first- class firms performing similar work under similar circumstances. 8.2 All Services shall be performed by qualified and experienced personnel who are not employed by City. By delivery of completed Work, Consultant certifies that the Work conforms to the requirements of this Agreement; all applicable federal, state and local laws; and the highest professional standard. 8.3 Consultant represents and warrants to City that it has, shall obtain, and shall keep in full force and effect during the term hereof, at its sole cost and expense, all licenses, permits, qualifications, insurance and approvals of whatsoever nature that is legally required of Consultant to practice its profession. Consultant shall maintain a City of Newport Beach business license during the term of this Agreement. 8.4 Consultant shall not be responsible for delay, nor shall Consultant be responsible for damages or be in default or deemed to be in default by reason of strikes, lockouts, accidents, acts of God, or the failure of City to furnish timely information or to approve or disapprove Consultant's Work promptly, or delay or faulty performance by City, contractors, or governmental agencies. 9. HOLD HARMLESS 9.1 To the fullest extent permitted by law, Consultant shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, agents, volunteers and employees (collectively, the "Indemnified Parties) from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorney's fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims"), which may arise under this Agreement or in any manner relate (directly or indirectly) to the negligence, recklessness, or willful misconduct of the Consultant or its principals, officers, agents, employees, vendors, suppliers, subconsultants, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable or any or all of them. VCA CODE GROUP Page 4 20 9.2 Notwithstanding the foregoing, nothing herein shall be construed to require Consultant to indemnify the Indemnified Parties from any Claim arising from the sole negligence, active negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorney's fees in any action on or to enforce the terms of this Agreement. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by the Consultant. 10. INDEPENDENT CONTRACTOR It is understood that City retains Consultant on an independent contractor basis and Consultant is not an agent or employee of City. The manner and means of conducting the Work are under the control of Consultant, except to the extent they are limited by statute, rule or regulation and the expressed terms of this Agreement. No civil service status or other right of employment shall accrue to Contractor or its employees. Nothing in this Agreement shall be deemed to constitute approval for Consultant or any of Consultant's employees or agents, to be the agents or employees of City. Consultant shall have the responsibility for and control over the means of performing the Work, provided that Consultant is in compliance with the terms of this Agreement. Anything in this Agreement that may appear to give City the right to direct Consultant as to the details of the performance of the Work or to exercise a measure of control over Consultant shall mean only that Consultant shall follow the desires of City with respect to the results of the Services. 11. COOPERATION Consultant agrees to work closely and cooperate fully with City's designated Project Administrator and any other agencies that may have jurisdiction or interest in the Work to be performed. City agrees to cooperate with the Consultant on the Project. 12. CITY POLICY Consultant shall discuss and review all matters relating to policy and Project direction with City's Project Administrator in advance of all critical decision points in order to ensure the Project proceeds in a manner consistent with City goals and policies. 13. PROGRESS Consultant is responsible for keeping the Project Administrator and/or his/her duly authorized designee informed on a regular basis regarding the status and progress of the Project, activities performed and planned, and any meetings that have been scheduled or are desired. 14. INSURANCE Without limiting Consultant's indemnification of City, and prior to commencement of Work, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement or for other periods as specified in this Agreement, policies of VCA CODE GROUP Page 5 21 insurance of the type, amounts, terms and conditions described in the Insurance Requirements attached hereto as Exhibit C, and incorporated herein by reference. 15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS Except as specifically authorized under this Agreement, the Services to be provided under this Agreement shall not be assigned, transferred contracted or subcontracted out without the prior written approval of City. Any of the following shall be construed as an assignment: The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Consultant, or of the interest of any general partner or joint venturer or syndicate member or cotenant if Consultant is a partnership or joint -venture or syndicate or cotenancy, which shall result in changing the control of Consultant. Control means fifty percent (50%) or more of the voting power, or twenty-five percent (25%) or more of the assets of the corporation, partnership or joint - venture. The subcontractors authorized by City, if any, to perform Work on this Project are identified in Exhibit A. Consultant shall be fully responsible to City for all acts and omissions of any subcontractor. Nothing in this Agreement shall create any contractual relationship between City and any subcontractor nor shall it create any obligation on the part of City to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise required by law. The City is an intended beneficiary of any Work performed by the subcontractor for purposes of establishing a duty of care between the subcontractor and the City. Except as specifically authorized herein, the Services to be provided under this Agreement shall not be otherwise assigned, transferred, contracted or subcontracted out without the prior written approval of City. 17. OWNERSHIP OF DOCUMENTS 17.1 Each and every report, draft, map, record, plan, document and other writing produced (hereinafter "Documents"), prepared or caused to be prepared by Consultant, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall become the exclusive property of City, and City shall have the sole right to use such materials in its discretion without further compensation to Consultant or any other party. Consultant shall, at Consultant's expense, provide such Documents to City upon prior written request. 17.2 Documents, including drawings and specifications, prepared by Consultant pursuant to this Agreement are not intended or represented to be suitable for reuse by City or others on any other project. Any use of completed Documents for other projects and any use of incomplete Documents without specific written authorization from Consultant will be at City's sole risk and without liability to Consultant. Further, any and all liability arising out of changes made to Consultant's deliverables under this Agreement by City or persons other than Consultant is waived against Consultant and City assumes full responsibility for such changes unless City VCA CODE GROUP Page 6 22 has given Consultant prior notice and has received from Consultant written consent for such changes. 17.3 All improvement and/or construction plans shall be prepared with indelible waterproof ink or electrostaticly plotted on standard twenty-four inch (24") by thirty-six inch (36") Mylar with a minimum thickness of three (3) mils. Consultant shall provide to City 'As -Built' drawings and a copy of digital Computer Aided Design and Drafting ("CADD") and Tagged Image File Format (.tiff) files of all final sheets within ninety (90) days after finalization of the Project. For more detailed requirements, a copy of the City of Newport Beach Standard Design Requirements is available from the City's Public Works Department. 18. COMPUTER DELIVERABLES CADD data delivered to City shall include the professional stamp of the engineer or architect in charge of or responsible for the Work. City agrees that Consultant shall not be liable for claims, liabilities or losses arising out of, or connected with (a) the modification or misuse by City, or anyone authorized by City, of CADD data; (b) the decline of accuracy or readability of CADD data due to inappropriate storage conditions or duration; or (c) any use by City, or anyone authorized by City, of CADD data for additions to this Project, for the completion of this Project by others, or for any other Project, excepting only such use as is authorized, in writing, by Consultant. By acceptance of CADD data, City agrees to indemnify Consultant for damages and liability resulting from the modification or misuse of such CADD data. All original drawings shall be submitted to City in the version of AutoCAD used by the City in .dwg file format, on a CD, and should comply with the City's digital submission requirements for improvement plans available from the City's Public Works Department. The City will provide Consultant with City title sheets as AutoCAD file(s) in .dwg file format. All written documents shall be transmitted to City in formats compatible with Microsoft Office and/or viewable with Adobe Acrobat. 19. CONFIDENTIALITY All Documents, including drafts, preliminary drawings or plans, notes and communications that result from the Services in this Agreement, shall be kept confidential unless City expressly authorizes in writing the release of information. 20. OPINION OF COST Any opinion of the construction cost prepared by Consultant represents the Consultant's judgment as a design professional and is supplied for the general guidance of City. Since Consultant has no control over the cost of labor and material, or over competitive bidding or market conditions, Consultant does not guarantee the accuracy of such opinions as compared to consultant or contractor bids or actual cost to City. 21. INTELLECTUAL PROPERTY INDEMNITY The Consultant shall defend and indemnify City, its agents, officers, representatives and employees against any and all liability, including costs, for infringement or alleged infringement of any United States' letters patent, trademark, or VCA CODE GROUP Page 7 23 copyright, including costs, contained in Consultant's Documents provided under this Agreement. 22. RECORDS Consultant shall keep records and invoices in connection with the Services to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any Services, expenditures and disbursements charged to City, for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of City to examine, audit and make transcripts or copies of such records and invoices during regular business hours. Consultant shall allow inspection of all Work, data, Documents, proceedings and activities related to the Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. City may withhold payment to Consultant of any disputed sums until satisfaction of the dispute with respect to such payment. Such withholding shall not be deemed to constitute a failure to pay according to the terms of this Agreement. Consultant shall not discontinue Work as a result of such withholding. Consultant shall have an immediate right to appeal to the City Manager or his/her designee with respect to such disputed sums. Consultant shall be entitled to receive interest on any withheld sums at the rate of return that City earned on its investments during the time period, from the date of withholding of any amounts found to have been improperly withheld. 24. ERRORS AND OMISSIONS In the event of errors or omissions that are due to the negligence or professional inexperience of Consultant which result in expense to City greater than what would have resulted if there were not errors or omissions in the Work accomplished by Consultant, the additional design, construction and/or restoration expense shall be borne by Consultant. Nothing in this Section is intended to limit City's rights under the law or any other sections of this Agreement. 25. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS City reserves the right to employ other Consultants in connection with the Project. 26. CONFLICTS OF INTEREST 26.1 The Consultant or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act"), which (1) requires such persons to disclose any financial interest that may foreseeably be materially affected by the Work performed under this Agreement, and (2) prohibits such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. VCA CODE GROUP Page 8 24 26.2 If subject to the Act, Consultant shall conform to all requirements of the Act. Failure to do so constitutes a material breach and is grounds for immediate termination of this Agreement by City. Consultant shall indemnify and hold harmless City for any and all claims for damages resulting from Consultant's violation of this Section. 27. NOTICES 27.1 All notices, demands, requests or approvals, including any change in mailing address, to be given under the terms of this Agreement shall be given in writing, and conclusively shall be deemed served when delivered personally, or on the third business day after the deposit thereof in the United States mail, postage prepaid, first- class mail, addressed as hereinafter provided. All notices, demands, requests or approvals from Consultant to City shall be addressed to City at: Attn: Building Division Manager Community Development Department City of Newport Beach 3300 Newport Boulevard PO Box 1768 Newport Beach, CA 92658 Phone: (949) 644-3282 Fax: (949) 644-3250 27.2 All notices, demands, requests or approvals from City to Consultant shall be addressed to Consultant at: Attn: Charles Russell, CBO VCA CODE GROUP 2200 West Orangewood Ave., Suite 155 Orange, CA 92868 Phone: (714) 363-4700 Fax: (714) 363-4747 28. CLAIMS Unless a shorter time is specified elsewhere in this Agreement, before making its final request for payment under this Agreement, Consultant shall submit to City, in writing, all claims for compensation under or arising out of this Agreement. Consultant's acceptance of the final payment shall constitute a waiver of all claims for compensation under or arising out of this Agreement except those previously made in writing and identified by Consultant in writing as unsettled at the time of its final request for payment. The Consultant and the City expressly agree that in addition to any claims filing requirements set forth in the Agreement, the Consultant shall be required to file any claim the Consultant may have against the City in strict conformance with the Tort Claims Act (Government Code sections 900 of seq.). VCA CODE GROUP Page 9 215 R01111111111111111 C LI ► _ Z[97►i 29.1 In the event that either parry fails or refuses to perform any of the provisions of this Agreement at the time and in the manner required, that party shall be deemed in default in the performance of this Agreement. If such default is not cured within a period of two (2) calendar days, or if more than two (2) calendar days are reasonably required to cure the default and the defaulting party fails to give adequate assurance of due performance within two (2) calendar days after receipt of written notice of default, specifying the nature of such default and the steps necessary to cure such default, and thereafter diligently take steps to cure the default, the non -defaulting party may terminate the Agreement forthwith by giving to the defaulting party written notice thereof. 29.2 Notwithstanding the above provisions, City shall have the right, at its sole and absolute discretion and without cause, of terminating this Agreement at any time by giving no less than seven (7) calendar days prior written notice to Consultant. In the event of termination under this Section, City shall pay Consultant for Services satisfactorily performed and costs incurred up to the effective date of termination for which Consultant has not been previously paid. On the effective date of termination, Consultant shall deliver to City all reports, Documents and other information developed or accumulated in the performance of this Agreement, whether in draft or final form. 30. STANDARD PROVISIONS 30.1 Compliance with all Laws. Consultant shall at its own cost and expense comply with all statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. In addition, all Work prepared by Consultant shall conform to applicable City, county, state and federal laws, rules, regulations and permit requirements and be subject to approval of the Project Administrator and City. 30.2 Waiver. A waiver by either party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character. 30.3 Integrated Contract. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein. 30.4 Conflicts or Inconsistencies. In the event there are any conflicts or inconsistencies between this Agreement and the Scope of Services or any other attachments attached hereto, the terms of this Agreement shall govern. 30.5 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of the Agreement or any other rule of construction which might otherwise apply. VCA CODE GROUP Page 10 20 30.6 Amendments. This Agreement may be modified or amended only by a written document executed by both Consultant and City and approved as to form by the City Attorney. 30.7 Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 30.8 Controlling Law and Venue. The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange, State of California. 30.9 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, age or.8py.-oth4impermissible basis under law. 30.10 No Attorney's Fees. In the event of any dispute or legal action arising under this Agreement, the prevailing party shall not be entitled to attorney's fees. 30.11 Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which together shall constitute one (1) and the same`•Ibstrument. [SIGNATURES ON NEXT PAGE] VCA CODE GROUP Page 11 27 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORMA: CITY A T EY'S OFFICE Date: By: Aaron C. Harp City Attorney ATTEST: Date: i akjl�� Leilani I. Brown City Clerk CITY OF NEWPORT BEACH, A California municipal corporation Date: %���/?� By: Nancy Gard Mayor CONSULTANT: THE CODE GROUP, INC., a California corporation, doing business as ("PBA") VCA CODE GROUP Date: &q// Z'0/2 FE 1 By: Robert Chou Vice President [END OF SIGNATURES] Attachments: Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates Exhibit C — Insurance Requirements A11 -01234/f.-1 appsl caticycomlwpdocsl d0111 p006100012078.docx VCA CODE GROUP Page 12 22 EXHIBIT A SCOPE OF SERVICES 1111 :0141=1? 1. Consultant will act as an independent agent in supplementing the City's need to provide building inspection services and be required to report on-site at Newport Beach City Hall as directed and perform field inspections as assigned. 2. Consultant shall conduct plan reviews of City's residential, commercial and industrial buildings and structures for compliance with the adopted version of the California Building Code, International Property Maintenance Code, Green Code, Mechanical Code, Plumbing Code, and Electrical Code; The City of Newport Beach Municipal Code; the Accessibility and Energy Conservation requirements as mandated by State Title 24; and all applicable City ordinances. Plan check shall include the initial check, subsequent rechecks, and final review and approval. 3. Consultant shall perform structural design code compliance review and compliance with the submitted Geotechnical Report findings and recommendations and Ground Motion Hazard Analysis findings and recommendations for design and construction. 4. Consultant shall provide written notification to each applicant, consisting of a complete electronically -generated plan check letter which outlines the documents reviewed, instructions to the applicant regarding the processing of documents, and a listing of plan check comments. The plan check comments will refer to appropriate sheets, details or calculations pages and the code section of concern. Comments shall specify the apparent code violation. 5. Consultant shall be available during regular business hours to discuss and clarify plan check issues with applicants, designers, owners and consultants. Resolution of code issues may be performed by telephone, or meetings prior to resubmitting corrected plans and documents. 6. Consultant shall attend meetings as requested. 7. Consultant shall review grading plans to assure conformance with City codes, written policies and standard specifications and compliance with the recommendations, specifications and details contained in the submitted soils report and assure that all appropriate details are shown on the plans. Review quantity calculations to assure accuracy and completeness. 8. Consultant shall review water quality management plans for compliance with regional model WQMP and verify that grading plans incorporate WQMP recommendations. 9. Consultant shall review Erosion Control Plans to verify erosion and sedimentation measures comply with the Best Management Practices listed in the VCA Code Group Page A-1 �9 Storm Water Pollution Prevention Plans in compliance with NPDES and WQMP requirements. 10. Consultant may be asked to provide these building plan review Services on site at Newport Beach City Hall at the discretion of the City. In these situations Consultant shall receive direction from designated Community Development staff and be required to provide these services in accordance with the Building Department's normal work schedule. On-site work hours shall be determined by Community Development staff and conveyed to Consultant on a bi-weekly basis. 11. Consultant shall ensure that any consultant team members assigned to this project to provide on-site services have previously been vetted through a Department of Justice (DOJ) compliant background screening process. 12. Consultant shall ensure that any consultant team members assigned to this project for the purposes of providing building plan review services possess relevant education, experience, and proficiency in all areas pertaining to residential and commercial plan review. Assigned consultant team members must also possess a current and valid International Code Council (ICC) "Building Plans Examiner" certificate; registration as a professional engineer is desirable. 13. Plan Review Turn -Around Schedule. Consultant shall complete each plan check within the time specified below: First Check: Ten (10) working days from submittal by applicant. Subsequent Checks: Five (5) working days B. BUILDING INSPECTION SERVICES 1. Consultant shall provide inspections of all requested inspections and re - inspections for compliance with City of Newport Beach Municipal Code and State codes and regulations: California Building Code, International Property Maintenance Code, Plumbing Code, Mechanical Code, Electrical Code, Fire Code, Energy Code, Green Building Standards Code, Disabled Access Regulations, and Title 25; Mobile Home Parks regulations; State Water Resource Control Board regulations related to storm water pollution prevention; Sound Transmission Control regulations; and, locally adopted building ordinances and amendments thereof. 2. Consultant shall maintain all inspection records for all assigned projects, including correction notices and all documentation related to project inspections. 3. Consultant shall coordinate all inspection and re -inspection requests as assigned. 4. Consultant shall coordinate with the Chief Building Inspector, as appropriate, on discretionary decisions or requests for alternate materials. VCA Code Group Page A-2 so 5. Consultant shall coordinate with the Chief Building Inspector on all Certificate of Occupancy to ensure that all applicable City regulatory agencies have approved the project. 6. Consultant may be asked to report on-site at Newport Beach City Hall at the discretion of the City. In these situations Consultant shall receive direction from designated Community Development staff and be required to provide building inspection services in accordance with the Building Department's normal work schedule. On-site work hours shall be determined by Community Development staff and conveyed to Consultant on a bi-weekly basis. 7. Consultant shall ensure that any consultant team members Assigned to this project to provide on-site services have previously been vetted through a Department of Justice (DOJ) compliant background screening process. 8. Consultant shall ensure that any consultant team members assigned to this Project for the purposes of providing building inspection services possess relevant education, experience, and proficiency in all areas pertaining to building inspections. Assigned consultant team members must also possess ICC certification as a Combination Building Inspector. 9. Once assigned, Consultant team members assigned to this Project shall not be substituted without approval from the Chief Building Inspector or his/her designee. VCA Code Group Page A-3 �1 EXHIBIT B SCHEDULE OF BILLING RATES Full Plan Check - Beginning with initial plan check to final approval. Percentage of Fees Collected 50% Hourly Rate if no fees are collected $75.00 Partial Plan Check Percentage of Fees Collected 50% Hourly Rate if no fees are collected $75.00 Client Consultation at City Hall Hourly Rate $75.00 Mileage Reimbursement $0.51/mile Building Official Hourly Rate $135.00 Building Inspector Hourly Rate $45.00 -- $55.00 Permit Counter Technician Hourly Rate $35.00 Consumer Price Index. Upon the first anniversary of the Effective Date and upon each anniversary of the Effective Date thereafter, the rates to be paid by the City as set forth above shall be adjusted in proportion to changes in the Consumer Price Index, subject to the 3.0% maximum adjustment increase set forth below. Such adjustment shall be made by multiplying the original rate by a fraction, the numerator of which is the value of the Consumer Price Index for the calendar month three (3) months preceding the calendar month for which such adjustment is to be made and the denominator of which is the value of the Consumer Price Index for the same calendar month one (1) year prior. For example, if the adjustment is to occur effective June 1, 2012, the index to be used for the numerator is the index for the month of March 2012 and the index to be used for the denominator is March 2011. The "Consumer Price Index" to be used in such calculation is the Consumer Price Index, All Urban Consumers (All Items) for the Los Angeles Anaheim Riverside Metropolitan Area, published by the United States Department of Labor, Bureau of Labor Statistics (1982 84 = 100). If both an official index and one or more unofficial indices are published, the official index shall be used. If said Consumer Price Index is no longer published at the adjustment date, it shall be constructed by conversion tables included in such new index. In no event, however, shall the amount payable under this Agreement be reduced below the rate in effect immediately preceding such adjustment. The maximum increase to the rate, for any year where an adjustment is made in proportion to changes in the Consumer Price Index, shall not exceed 3.0% of the rate in effect immediately preceding such adjustment. VCA CODE GROUP Page B-1 EXHIBIT C 1. INSURANCE REQUIREMENTS — PROFESSIONAL SERVICES 1.1 Provision of Insurance. Without limiting Consultant's indemnification of City, and prior to commencement of Work, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. Consultant agrees to provide insurance in accordance with requirements set forth here. If Consultant uses existing coverage to comply and that coverage does not meet these requirements, Consultant agrees to amend, supplement or endorse the existing coverage. 1.2 Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. 1.3 Coverage Requirements. 1.3.1 Workers' Compensation Insurance. Consultant shall maintain Workers' Compensation Insurance, statutory limits, and Employer's Liability Insurance with limits of at least one million dollars ($1,000,000) each accident for bodily injury by accident and each employee for bodily injury by disease in accordance with the laws of the State of California, Section 3700 of the Labor Code. 1.3.1.1 Consultant shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents, employees and volunteers. 1.3.2 General Liability Insurance. Consultant shall maintain commercial general liability insurance, and if necessary umbrella liability insurance, with coverage at least as broad as provided by Insurance Services Office form CG 00 01, in an amount not less than one million dollars ($1,000,000) per occurrence, two million dollars ($2,000,000) general aggregate. The policy shall cover liability arising from premises, operations, products -completed operations, personal and advertising injury, and liability assumed under an insured contract (including the tort liability of another assumed in a business contract) with no endorsement or modification limiting the scope of coverage for liability assumed under a contract. 1.3.3 Automobile Liability Insurance. Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non -owned or rented vehicles, in an amount not less than one million dollars ($1,000,000) combined single limit each accident. VCA CODE GROUP Page C-1 33 1.3.4 Professional Liability (Errors & Omissions) Insurance. Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of one million dollars ($1,000,000) per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this agreement and Consultant agrees to maintain continuous coverage through a period no less than three years after completion of the services required by this agreement. 1.4 Other Insurance Requirements. The policies are to contain, or be endorsed to contain, the following provisions: 1.4.1 Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these requirements to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers from each of its subconsultants. 1.4.2 Additional Insured Status. All liability policies including general liability, excess liability, pollution liability, and automobile liability, but not including professional liability, shall provide or be endorsed to provide that City and its officers, officials, employees, and agents shall be included as insureds under such policies. 1.4.3 Primary and Non Contributory. All liability coverage shall apply on a primary basis and shall not require contribution from any insurance or self-insurance maintained by City. 1.4.4 Notice of Cancellation. All policies shall provide City with thirty (30) days notice of cancellation (except for nonpayment for which ten (10) days notice is required) or nonrenewal of coverage for each required coverage. 1.5 Additional Agreements Between the Parties. The parties hereby agree to the following: 1.5.1 Evidence of Insurance. Consultant shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation and other endorsements as specified herein for each coverage. Insurance certificates and endorsement must be approved by City's Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. City reserves the right to require complete, certified copies of all required insurance policies, at any time. 1.5.2 City's Right to Revise Requirements. The City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving the Consultant sixty (60) days advance written notice of VCA CODE GROUP Page C-2 such change. If such change results in substantial additional cost to the Consultant, the City and Consultant may renegotiate Consultant's compensation. 1.5.3 Enforcement of Agreement Provisions. Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder. 1.5.4 Requirements not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. 1.5.5 Self-insured Retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these requirements unless approved by City. 1.5.6 City Remedies for Non Compliance If Consultant or any subconsultant fails to provide and maintain insurance as required herein, then City shall have the right but not the obligation, to purchase such insurance, to terminate this agreement, or to suspend Consultant's right to proceed until proper evidence of insurance is provided. Any amounts paid by City shall, at City's sole option, be deducted from amounts payable to Consultant or reimbursed by Consultant upon demand. 1.5.7 Timely Notice of Claims. Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant's performance under this Agreement, and that involve or may involve coverage under any of the required liability policies. 1.5.8 Consultant's Insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Work. VCA CODE GROUP Page C-3 315 AMENDMENT NO. ONE TO AMENDED AND RESTATED PROFESSIONAL SERVICES AGREEMENT WITH VCA CODE GROUP FOR BUILDING INSPECTION AND PLAN CHECK SERVICES THIS AMENDMENT NO, ONE TO AMENDED AND RESTATED AGREEMENT FOR PROFESSIONAL SERVICES ("Amendment No. One") is made and entered into as of this _)44� day of April, 2013 ("Effective Date") by and between the CITY OF IZIJ NEWPORT BEACH, a California municipal corporation and charter city ("City"), and VCA CODE GROUP, a California corporation ("Consultant"), whose address is 2200 West Orangewood Ave., #155, Orange, California 92868 and is made with reference to the following: RECITALS A. On July 24, 2012, City and Consultant entered into an Amended and Restated Professional Services Agreement ("Agreement") for building inspection and plan check review services of City's residential, commercial and industrial buildings and structures on an as needed basis ("Project"). B. City desires to enter into this Amendment No. One to update the billing rates. C. City and Consultant mutually desire to amend the Agreement, as provided below. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. COMPENSATION TO CONSULTANT Exhibit B to the Agreement shall be superseded and replaced with the Schedule of Billing Rates attached hereto as Exhibit B, and incorporated herein by reference. 2. INTEGRATED CONTRACT Except as expressly modified herein, all other provisions, terms, and covenants set forth in the Agreement shall remain unchanged and shall be in full force and effect. [SIGNATURES ON NEXT PAGE] IN WITNESS WHEREOF, the parties have caused this Amendment No. One to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: 9_q 11 -� LOM Aaron C. Harp City Attorney ATTEST: Date: By: 4Ai s Leilan# I. Brown City Clerk CITY OF NEWPORT BEACH, A California municipal corporation nate- 4., 7 - i '�7' By: �/ I Kimberly Brandt, AICP Community Development Director CONSULTANT: VCA CODE GROUP, a California corporation Date: By: Tom Van Dorpe President Date: 4/o/13 J Vice President [END OF SIGNATURES] Attachments: Exhibit B — Fee Schedule VCA CODE GROUP Page 2 FEE SCHEDULE Plan Check and Inspection Services Principal $160.00 Certified Building Official $135=00 Assistant Building Official $115.00 Structural Engineer $125.00 CASp Consultant services $160.00 CASp Consultant Plan Check $160.00 Percentage of Fees Collected 50% Partial Plan Check 50% Plan Check Engineer (if no fee Percentage of Fees Collected $ 95.00 Check Mechanical, Electrical, Plumbing Plan Engineer 11 Grading Plan Review Engineer II Fire Protection Engineer 11 Non Structural Plan Checker $ 85.00 NPDES Review $ 85.00 Combination Building Inspector $47.00 to $75.00 Senior (Commercial) Building Inspector $55.00 to $85.00 Grading Inspector $47.00 to $75.00 Code Enforcement Officer $47.00 to $75.00 Permit Technician $40.00 to $55.00 Clerical/Word processing/Administration $50.00 Planning Plan Check and Inspection Services Senior Planner $115.00 Planner $105.00 EIR Specialist $115.00 Green and Energy Services CALGreen/LEED/Build it Green Consultant $115.00 Certified Energy Analyst (Energy Modeling) $115.00 Certified Energy Plans Examiner (CEPS) $ 95.00 HERS Rater $115.00 Consumer Price Index. Upon the first anniversary of the Effective Date and upon each anniversary of the Effective Date thereafter, the rates to be paid by the City as set forth above shall be adjusted in proportion to changes in the Consumer Price Index, subject to the 3.0% maximum adjustment increase set forth below. Such adjustment shall be made by multiplying the original rate by a fraction, the numerator of which is the value of the Consumer Price Index for the calendar month three (3) months preceding the calendar month for which such adjustment is to be made and the denominator of which is the value of the Consumer Price Index for the same calendar month one (1) year prior. For example, if the adjustment is to occur effective June 1, 2012, the index to be used for the numerator is the index for the month of March 2012 and the index to be used for the denominator is March 2011. The "Consumer Price Index" to be used in such calculation is the Consumer Price Index, All Urban Consumers (Ail Items) for the Los Angeles Anaheim Riverside Metropolitan Area, published by the United States Department of Labor, Bureau of Labor Statistics (1982 84 = 100). If both an official index and one or more unofficial indices are published, the official index shall be used. If said VCA CODE GROUP Page B-1 Consumer Price Index is no longer published at the adjustment date, it shall be constructed by conversion tables included in such new index. In no event, however, shall the amount payable under this Agreement be reduced below the rate in effect immediately preceding such adjustment. The maximum increase to the rate, for any year where an adjustment is made in proportion to changes in the Consumer Price Index, shall not exceed 3.0% of the rate in effect immediately preceding such adjustment. VCA CODE GROUP Page B-2 AMENDED AND RESTATED PROFESSIONAL SERVICES AGREEMENT WITH VCA CODE GROUP FOR BUILDING INSPECTION AND PLAN CHECK SERVICES THIS AMENDED AND RESTATED AGREEMENT FOR PROFESSIONAL SERVICES ("Agreement`) is made and entered into as of this 24"' day of July, 2012 ("Effective Date') by and between the CITY OF NEWPORT BEACH, a California Municipal Corporation ("City"), and THE CODE GROUP, INC., a California corporation, doing business as ("DBA") VCA CODE GROUP ("Consultant"), whose address is 2200 West Orangewood Avenue, Suite 155, Orange, California 92868 and is made with reference to the following: RECITALS A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of City. B. City desires to amend and restate the Professional Services Agreement entered with Consultant on September 1, 2011 and amended on November 21, 2011 and July 5, 2012. C. City desires to engage Consultant to perform building inspection services and building plan check reviews of City's residential, commercial and industrial buildings and structures on an as -needed basis ("Project"). D. Consultant possesses the skill, experience, ability, background, certification and knowledge to provide the professional services described in this Agreement. E, The principal member of Consultant for purposes of Project shall be Charles Russell. F. City has solicited and received a proposal from Consultant, has reviewed the previous experience and evaluated the expertise of Consultant, and desires to retain Consultant to render professional services under the terms and conditions set forth in this Agreement. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM The term of this Agreement shall commence on September 1, 2011, and shall terminate on June 30, 2014 unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED City and Consultant acknowledge that the above Recitals are true and correct and are hereby incorporated by reference into this Agreement. Consultant shall diligently perform all the services described in the Scope of Services attached hereto as Exhibit A and incorporated herein by reference ("Services" or "Work"). The City may elect to delete certain services within the Scope of Services at its sole discretion. 3. TIME OF PERFORMANCE 3.1 Time is of the essence in the performance of Services under this Agreement and Consultant shall perform the Services in accordance with the schedule included in Exhibit A. In the absence of a specific schedule, the Services shall be performed to completion in a diligent and timely manner. The failure by Consultant to strictly adhere to the schedule set forth in Exhibit A, if any, or perform the Services in a diligent and timely manner may result in termination of this Agreement by City. 3.1.1 Notwithstanding the foregoing, Consultant shall not be responsible for delays due to causes beyond Consultant's reasonable control. However, in the case of any such delay in the Services to be provided for the Project, each party hereby agrees to provide notice within two (2) of the occurrence causing the delay to the other party so that all delays can be addressed. 3.2 Consultant shall submit all requests for extensions of time for performance in writing to the Project Administrator (as defined in Section 6 below) not later than ten (10) calendar days after the start of the condition that purportedly causes a delay. The Project Administrator shall review all such requests and may grant reasonable time extensions for unforeseeable delays that are beyond Consultant's control. 3.3 For all time periods not specifically set forth herein, Consultant shall respond in the most expedient and appropriate manner under the circumstances, by fax, hand -delivery or mail. 4. COMPENSATION TO CONSULTANT 4.1 City shall pay Consultant for the Services on a time and expense not -to - exceed basis in accordance with the provisions of this Section and the Schedule of Billing Rates or Progress Payments Schedule attached hereto as Exhibit B and incorporated herein by reference. Consultant's compensation for all Work performed in accordance with this Agreement, including all reimbursable items and subconsultant fees, shall not exceed Three Hundred Thousand Dollars and 001100 ($300,000.00) over the term of the Agreement without prior written authorization from City. No billing rate changes shall be made during the term of this Agreement without the prior written approval of City. 4.2 Consultant shall submit monthly invoices to City describing the Work performed the preceding month. Consultant's bills shall include the name of the person who performed the Work, a brief description of the Services performed and the specific task in the Scope of Services to which it relates, the date the Services were performed, the number of hours spent on all Work billed on an hourly basis, and a description of VCA CODE GROUP Page 2 any reimbursable expenditures. City shall pay Consultant no later than thirty (30) days after approval of the monthly invoice by City staff. 4.3 City shall reimburse Consultant only for those costs or expenses specifically identified in Exhibit B to this Agreement, or specifically approved in writing in advance by City. 4.4 Consultant shall not receive any compensation for Extra Work performed without the prior written authorization of City. As used herein, "Extra Work" means any Work that is determined by City to be necessary for the proper completion of the Project, but which is not included within the Scope of Services and which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Compensation for any authorized Extra Work shall be paid in accordance with the Schedule of Billing Rates as set forth in Exhibit B. 5. PROJECT MANAGER 5.1 Consultant shall designate a Project Manager, who shall coordinate all phases of the Project. This Project Manager shall be available to City at all reasonable times during the Agreement term. Consultant has designated Charles Russell to be its Project Manager. Consultant shall not remove or reassign the Project Manager or any personnel listed in Exhibit A or assign any new or replacement personnel to the Project without the prior written consent of City. City's approval shall not be unreasonably withheld with respect to the removal or assignment of non -key personnel. 5.2 Consultant, at the sole discretion of City, shall remove from the Project any of its personnel assigned to the performance of Services upon written request of City. Consultant warrants that it will continuously furnish the necessary personnel to complete the Project on a timely basis as contemplated by this Agreement. 5.3 If Consultant is performing inspection services for City, the Project Manager and any other assigned staff shall be equipped with a cellular phone to communicate with City staff. The Project Manager's cellular phone number shall be provided to the City. 6. ADMINISTRATION This Agreement will be administered by the Community Development Department. The Building Division Manager, or his/her designee, shall be the Project Administrator and shall have the authority to act for City under this Agreement. The Project Administrator or his/her designee shall represent City in all matters pertaining to the Services to be rendered pursuant to this Agreement. 7. CITY'S RESPONSIBILITIES 7.1 To assist Consultant in the execution of its responsibilities under this Agreement, City agrees to, where applicable: VCA CODE GROUP Page 3 7.1.1 Provide access to, and upon request of Consultant, one (1) copy of all existing relevant information on file at City. City will provide all such existing relevant information in a timely manner so as not to cause delays in Consultant's Work schedule. 7.1.2 Provide blueprinting and other services through City's reproduction company for bid documents. Consultant will be required to coordinate the required bid documents with City's reproduction company. All other reproduction will be the responsibility of Consultant. 8. STANDARD OF CARE 8.1 All of the Services shall be performed by Consultant or under Consultant's supervision. Consultant represents that it possesses the professional and technical personnel required to perform the Services required by this Agreement, and that it will perform all Services in a manner commensurate with the highest professional standards. For purposes of this Agreement, the phrase "highest professional standards" shall mean those standards of practice recognized by one (1) or more first- class firms performing similar work under similar circumstances. 8.2 All Services shall be performed by qualified and experienced personnel who are not employed by City, By delivery of completed Work, Consultant certifies that the Work confom s to the requirements of this Agreement; all applicable federal, state and local laws; and the highest professional standard. 8.3 Consultant represents and warrants to City that it has, shall obtain, and shall keep in full force and effect during the term hereof, at its sole cost and expense, all licenses, permits, qualifications, insurance and approvals of whatsoever nature that is legally required of Consultant to practice its profession. Consultant shall maintain a City of Newport Beach business license during the term of this Agreement. 8.4 Consultant shall not be responsible for delay, nor shall Consultant be responsible for damages or be in default or deemed to be in default by reason of strikes, lockouts, accidents, acts of God, or the failure of City to fumish timely information or to approve or disapprove Consultant's Work promptly, or delay or faulty performance by City, contractors, or governmental agencies. 9. HOLD HARMLESS 9.1 To the fullest extent permitted by law, Consultant shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, agents, volunteers and employees (collectively, the "Indemnified Parties) from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorney's fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims"), which may arise under this Agreement or in any manner relate (directly or indirectly) to the negligence, recklessness, or willful misconduct of the Consultant or its principals, officers, agents, employees, vendors, suppliers, subconsultants, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable or any or all of them. VCA CODE GROUP Page 4 9.2 Notwithstanding the foregoing, nothing herein shall be construed to require Consultant to indemnify the Indemnified Parties from any Claim arising from the sole negligence, active negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorney's fees in any action on or to enforce the terms of this Agreement. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by the Consultant. 10. INDEPENDENT CONTRACTOR It is understood that City retains Consultant on an independent contractor basis and Consultant is not an agent or employee of City. The manner and means of conducting the Work are under the control of Consultant, except to the extent they are limited by statute, rule or regulation and the expressed terms of this Agreement. No civil service status or other right of employment shall accrue to Contractor or its employees. Nothing in this Agreement shall be deemed to constitute approval for Consultant or any of Consultant's employees or agents, to be the agents or employees of City. Consultant shall have the responsibility for and control over the means of performing the Work, provided that Consultant is in compliance with the terms of this Agreement. Anything in this Agreement that may appear to give City the right to direct Consultant as to the details of the performance of the Work or to exercise a measure of control over Consultant shall mean only that Consultant shall follow the desires of City with respect to the results of the Services. 11. COOPERATION Consultant agrees to work closely and cooperate fully with City's designated Project Administrator and any other agencies that may have jurisdiction or interest in the Work to be performed. City agrees to cooperate with the Consultant on the Project. 12. CITY POLICY Consultant shall discuss and review all matters relating to policy and Project direction with City's Project Administrator in advance of all critical decision points in order to ensure the Project proceeds in a manner consistent with City goals and policies. 13. PROGRESS Consultant is responsible for keeping the Project Administrator and/or his/her duly authorized designee informed on a regular basis regarding the status and progress of the Project, activities performed and planned, and any meetings that have been scheduled or are desired. 14. INSURANCE Without limiting Consultant's indemnification of City, and prior to commencement of Work, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement or for other periods as specified in this Agreement, policies of VCA CODE GROUP Page 5 insurance of the type, amounts, terms and conditions described in the Insurance Requirements attached hereto as Exhibit C, and incorporated herein by reference. 15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS Except as specifically authorized under this Agreement, the Services to be provided under this Agreement shall not be assigned, transferred contracted or subcontracted out without the prior written approval of City. Any of the following shall be construed as an assignment: The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Consultant, or of the interest of any general partner or joint venturer or syndicate member or cotenant if Consultant is a partnership or joint -venture or syndicate or cotenancy, which shall result in changing the control of Consultant. Control means fifty percent (50%) or more of the voting power, or twenty-five percent (25%) or more of the assets of the corporation, partnership or joint - venture. 16. SUBCONTRACTING The subcontractors authorized by City, if any, to perform Work on this Project are identified in Exhibit A. Consultant shall be fully responsible to City for all acts and omissions of any subcontractor. Nothing in this Agreement shall create any contractual relationship between City and any subcontractor nor shall it create any obligation on the part of City to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise required by law. The City is an intended beneficiary of any Work performed by the subcontractor for purposes of establishing a duty of care between the subcontractor and the City. Except as specifically authorized herein, the Services to be provided under this Agreement shall not be otherwise assigned, transferred, contracted or subcontracted out without the prior written approval of City. 17. OWNERSHIP OF DOCUMENTS 17.1 Each and every report, draft, map, record, plan, document and other writing produced (hereinafter "Documents"), prepared or caused to be prepared by Consultant, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall become the exclusive property of City, and City shall have the sole right to use such materials in its discretion without further compensation to Consultant or any other party. Consultant shall, at Consultant's expense, provide such Documents to City upon prior written request. 17.2 Documents, including drawings and specifications, prepared by Consultant pursuant to this Agreement are not intended or represented to be suitable for reuse by City or others on any other project. Any use of completed Documents for other projects and any use of incomplete Documents without specific written authorization from Consultant will be at City's sole risk and without liability to Consultant. Further, any and all liability arising out of changes made to Consultant's deliverables under this Agreement by City or persons other than Consultant is waived against Consultant and City assumes full responsibility for such changes unless City VCA CODE GROUP Page 6 has given Consultant prior notice and has received from Consultant written consent for such changes. 17.3 All improvement and/or construction plans shall be prepared with indelible waterproof ink or electrostaticly plotted on standard twenty-four inch (24") by thirty-six inch (36") Mylar with a minimum thickness of three (3) mils. Consultant shall provide to City 'As -Built' drawings and a copy of digital Computer Aided Design and Drafting ("CADD") and Tagged Image File Format (tiff) tiles of all final sheets within ninety (90) days after finalization of the Project. For more detailed requirements, a copy of the City of Newport Beach Standard Design Requirements is available from the City's Public Works Department. 18. COMPUTER DELIVERABLES CADD data delivered to City shall include the professional stamp of the engineer or architect in charge of or responsible for the Work. City agrees that Consultant shall not be liable for claims, liabilities or losses arising out of, or connected with (a) the modification or misuse by City, or anyone authorized by City, of CADD data; (b) the decline of accuracy or readability of CADD data due to inappropriate storage conditions or duration; or (c) any use by City, or anyone authorized by City, of CADD data for additions to this Project, for the completion of this Project by others, or for any other Project, excepting only such use as is authorized, in writing, by Consultant By acceptance of CADD data, City agrees to indemnify Consultant for damages and liability resulting from the modification or misuse of such CADD data. All original drawings shall be submitted to City in the version of AutoCAD used by the City in .dwg file format, on a CD, and should comply with the City's digital submission requirements for improvement plans available from the City's Public Works Department. The City will provide Consultant with City title sheets as AutoCAD file(s) in .dwg file format. All written documents shall be transmitted to City in formats compatible with Microsoft Office and/or viewable with Adobe Acrobat. 19. CONFIDENTIALITY All Documents, including drafts, preliminary drawings or plans, notes and communications that result from the Services in this Agreement, shall be kept confidential unless City expressly authorizes in writing the release of information. 20. OPINION OF COST Any opinion of the construction cost prepared by Consultant represents the Consultant's judgment as a design professional and is supplied for the general guidance of City. Since Consultant has no control over the cost of labor and material, or over competitive bidding or market conditions, Consultant does not guarantee the accuracy of such opinions as compared to consultant or contractor bids or actual cost to City. 21. INTELLECTUAL PROPERTY INDEMNITY The Consultant shall defend and indemnify City, its agents, officers, representatives and employees against any and all liability, including costs, for infringement or alleged infringement of any United States' letters patent, trademark, or VCA CODE GROUP Page 7 copyright, including costs, contained in Consultant's Documents provided under this Agreement. •.� Consultant shall keep records and invoices in connection with the Services to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any Services, expenditures and disbursements charged to City, for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable, Consultant shall allow a representative of City to examine, audit and make transcripts or copies of such records and invoices during regular business hours. Consultant shall allow inspection of all Work, data, Documents, proceedings and activities related to the Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 23. WITHHOLDINGS City may withhold payment to Consultant of any disputed sums until satisfaction of the dispute with respect to such payment. Such withholding shall not be deemed to constitute a failure to pay according to the terms of this Agreement. Consultant shall not discontinue Work as a result of such withholding. Consultant shall have an immediate right to appeal to the City Manager or his/her designee with respect to such disputed sums. Consultant shall be entitled to receive interest on any withheld sums at the rate of return that City earned on its investments during the time period, from the date of withholding of any amounts found to have been improperly withheld. 24. ERRORS AND OMISSIONS In the event of errors or omissions that are due to the negligence or professional inexperience of Consultant which result in expense to City greater than what would have resulted if there were not errors or omissions in the Work accomplished by Consultant, the additional design, construction and/or restoration expense shall be bome by Consultant. Nothing in this Section is intended to limit City's rights under the law or any other sections of this Agreement. 25. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS City reserves the right to employ other Consultants in connection with the Project. 26. CONFLICTS OF INTEREST 26.1 The Consultant or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act"), which (1) requires such persons to disclose any financial interest that may foreseeably be materially affected by the Work performed under this Agreement, and (2) prohibits such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. VCA CODE GROUP Page 8 26.2 If subject to the Act, Consultant shall conform to all requirements of the Act. Failure to do so constitutes a material breach and is grounds for immediate termination of this Agreement by City. Consultant shall indemnify and hold harmless City for any and all claims for damages resulting from Consultant's violation of this Section. 27. NOTICES 27.1 All notices, demands, requests or approvals, including any change in mailing address, to be given under the terms of this Agreement shall be given in writing, and conclusively shall be deemed served when delivered personally, or on the third business day after the deposit thereof in the United States mail, postage prepaid, first- class mail, addressed as hereinafter provided. All notices, demands, requests or approvals from Consultant to City shall be addressed to City at: Attn: Building Division Manager Community Development Department City of Newport Beach 3300 Newport Boulevard PO Box 1768 Newport Beach, CA 92658 Phone: (949) 644-3282 Fax: (949) 644-3250 27.2 All notices, demands, requests or approvals from City to Consultant shall be addressed to Consultant at: Attn: Charles Russell, CBO VCA CODE GROUP 2200 West Orangewood Ave., Suite 155 Orange, CA 92868 Phone: (714) 363-4700 Fax: (714) 363-4747 28. CLAIMS Unless a shorter time is specified elsewhere in this Agreement, before making its final request for payment under this Agreement, Consultant shall submit to City, in writing, all claims for compensation under or arising out of this Agreement. Consultant's acceptance of the final payment shall constitute a waiver of all claims for compensation under or arising out of this Agreement except those previously made in writing and identified by Consultant in writing as unsettled at the time of its final request for payment. The Consultant and the City expressly agree that in addition to any claims filing requirements set forth in the Agreement, the Consultant shall be required to file any claim the Consultant may have against the City in strict conformance with the Tort Claims Act (Government Code sections 900 et seq.). 66 6R�OUP *..- ill I :1 N ill I LIMA 9ML, 29.1 In the event that either party fails or refuses to perform any of the provisions of this Agreement at the time and in the manner required, that party shall be deemed in default in the performance of this Agreement. If such default is not cured within a period of two (2) calendar days, or if more than two (2) calendar days are reasonably required to cure the default and the defaulting party fails to give adequate assurance of due performance within two (2) calendar days after receipt of written notice of default, specifying the nature of such default and the steps necessary to cure such default, and thereafter diligently take steps to cure the default, the non -defaulting party may terminate the Agreement forthwith by giving to the defaulting party written notice thereof. 29.2 Notwithstanding the above provisions, City shall have the right, at its sole and absolute discretion and without cause, of terminating this Agreement at any time by giving no less than seven (7) calendar days prior written notice to Consultant. In the event of termination under this Section, City shall pay Consultant for Services satisfactorily performed and costs incurred up to the effective date of termination for which Consultant has not been previously paid. On the effective date of termination, Consultant shall deliver to City all reports, Documents and other information developed or accumulated in the performance of this Agreement, whether in draft or final form. 30. STANDARD PROVISIONS 30.1 Compliance with all Laws. Consultant shall at its own cost and expense comply with all statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. In addition, all Work prepared by Consultant shall conform to applicable City, county, state and federal laws, rules, regulations and permit requirements and be subject to approval of the Project Administrator and City. 30.2 Waiver. A waiver by either party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character. 30.3 Integrated Contract. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein. 30.4 Conflicts or Inconsistencies. In the event there are any conflicts or inconsistencies between this Agreement and the Scope of Services or any other attachments attached hereto, the terms of this Agreement shall govern. 30.5 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of the Agreement or any other rule of construction which might otherwise apply. VCA CODE GROUP Page 10 30.6 Amendments. This Agreement may be modified or amended only by a written document executed by both Consultant and City and approved as to form by the City Attorney. 30.7 Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 30.8 Controlling Law and Venue. The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange, State of California. 30.9 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, age ornny other: impermissible basis under law. 30.10 No Attorney's Fees. In the event of any dispute or legal action arising under this Agreement, the prevailing party shall not be entitled to attorney's fees. 30.11 Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which together shall constitute one (1) and the same'l strument. (SIGNATURES ON NEXT PAGE} VCA CODE GROUP Page 11 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY A EY'S OFFICE Date: By: Aaron C. Harp City Attorney ATTEST: Date: By: a&�� Leiiani 1. Brown City Clerk CITY OF NEWPORT BEACH, A California municipal corporation By. — r Nancy Mayor CONSULTANT: THE CODE GROUP, INC., a California corporation, doing business as (' BA") VCA CODE GROUP Date:/ 2�2 By: _— TO Presiden By: /f� Robert Chou Vice President [END OF SIGNATURES] Attachments: Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates Exhibit C — Insurance Requirements AI1-01234If lappstcaticycomlwpdocstd011 W 006t00012078.docx w� —gym VCA CODE GROUP'.s' 12 EXHIBIT A SCOPE OF SERVICES 1. Consultant will act as an independent agent in supplementing the City's need to provide building inspection services and be required to report on-site at Newport Beach City Hall as directed and perform field inspections as assigned. 2. Consultant shall conduct plan reviews of City's residential, commercial and industrial buildings and structures for compliance with the adopted version of the California Building Code, International Property Maintenance Code, Green Code, Mechanical Code, Plumbing Code, and Electrical Code; The City of Newport Beach Municipal Code; the Accessibility and Energy Conservation requirements as mandated by State Title 24; and all applicable City ordinances. Plan check shall include the initial check, subsequent rechecks, and final review and approval. 3. Consultant shall perform structural design code compliance review and compliance with the submitted Geotechnical Report findings and recommendations and Ground Motion Hazard Analysis findings and recommendations for design and construction. 4. Consultant shall provide written notification to each applicant, consisting of a complete electronically -generated plan check letter which outlines the documents reviewed, instructions to the applicant regarding the processing of documents, and a listing of plan check comments. The plan check comments will refer to appropriate sheets, details or calculations pages and the code section of concern. Comments shall specify the apparent code violation. 5. Consultant shall be available during regular business hours to discuss and clarify plan check issues with applicants, designers, owners and consultants. Resolution of code issues may be performed by telephone, or meetings prior to resubmitting corrected plans and documents. 6. Consultant shall attend meetings as requested. 7. Consultant shall review grading plans to assure conformance with City codes, written policies and standard specifications and compliance with the recommendations, specifications and details contained in the submitted soils report and assure that all appropriate details are shown on the plans. Review quantity calculations to assure accuracy and completeness. 8. Consultant shall review water quality management plans for compliance with regional model WQMP and verify that grading plans incorporate WQMP recommendations. 9. Consultant shall review Erosion Control Plans to verify erosion and sedimentation measures comply with the Best Management Practices listed in the VCA Code Group Page A-1 Storm Water Pollution Prevention Plans in compliance with NPDES and WQMP requirements. 10. Consultant may be asked to provide these building plan review Services on site at Newport Beach City Hall at the discretion of the City. In these situations Consultant shall receive direction from designated Community Development staff and be required to provide these services in accordance with the Building department's normal work schedule. On-site work hours shall be determined by Community Development staff and conveyed to Consultant on a bi-weekly basis. 11. Consultant shall ensure that any consultant team members assigned to this project to provide on-site services have previously been vetted through a Department of Justice (DOJ) compliant background screening process. 12. Consultant shall ensure that any consultant team members assigned to this project for the purposes of providing building plan review services possess relevant education, experience, and proficiency in all areas pertaining to residential and commercial plan review. Assigned consultant team members must also possess a current and valid International Code Council (ICC) "Building Plans Examiner" certificate; registration as a professional engineer is desirable. 13. Plan Review Turn -Around Schedule. Consultant shall complete each plan check within the time specified below: First Check: Ten (10) working days from submittal by applicant. Subsequent Checks: Five (5) working days B. BUILDING INSPECTION SERVICES 1. Consultant shall provide inspections of all requested inspections and re - inspections for compliance with City of Newport Beach Municipal Code and State codes and regulations: California Building Code, International Property Maintenance Code, Plumbing Code, Mechanical Code, Electrical Code, Fire Code, Energy Code, Green Building Standards Code, Disabled Access Regulations, and Title 25; Mobile Home Parks regulations; State Water Resource Control Board regulations related to storm water pollution prevention; Sound Transmission Control regulations; and, locally adopted building ordinances and amendments thereof. 2. Consultant shall maintain all inspection records for all assigned projects, including correction notices and all documentation related to project inspections. 3. Consultant shall coordinate all inspection and re -inspection requests as assigned. 4. Consultant shall coordinate with the Chief Building Inspector, as appropriate, on discretionary decisions or requests for alternate materials. VCA Code Group Page A-2 5. Consultant shall coordinate with the Chief Building Inspector on all Certificate of Occupancy to ensure that all applicable City regulatory agencies have approved the project. 6. Consultant may be asked to report on-site at Newport Beach City Hall at the discretion of the City. In these situations Consultant shall receive direction from designated Community Development staff and be required to provide building inspection services in accordance with the Building Department's normal work schedule. On-site work hours shall be determined by Community Development staff and conveyed to Consultant on a bi-weekly basis. 7. Consultant shall ensure that any consultant team members Assigned to this project to provide on-site services have previously been vetted through a Department of Justice (DOJ) compliant background screening process. 8. Consultant shall ensure that any consultant team members assigned to this Project for the purposes of providing building inspection services possess relevant education, experience, and proficiency in all areas pertaining to building inspections. Assigned consultant team members must also possess ICC certification as a Combination Building Inspector. 9. Once assigned, Consultant team members assigned to this Project shall not be substituted without approval from the Chief Building Inspector or his/her designee. VCA Code Group Page A-3 EXHIBIT B SCHEDULE OF BILLING RATES Full Plan Check - Beginning with initial plan check to final approval. Percentage of Fees Collected 50% Hourly Rate if no fees are collected $75.00 Partial Plan Check Percentage of Fees Collected 50% Hourly Rate if no fees are collected $75.00 Client Consultation at City Hall Hourly Rate $75.00 Mileage Reimbursement $0.51/mile Building Official Hourly Rate $135.00 Building Inspector Hourly Rate $45.00 — $55.00 Permit Counter Technician Hourly Rate $35.00 Consumer Price Index. Upon the first anniversary of the Effective Date and upon each anniversary of the Effective Date thereafter, the rates to be paid by the City as set forth above shall be adjusted in proportion to changes in the Consumer Price Index, subject to the 3.0% maximum adjustment increase set forth below. Such adjustment shall be made by multiplying the original rate by a fraction, the numerator of which is the value of the Consumer Price Index for the calendar month three (3) months preceding the calendar month for which such adjustment is to be made and the denominator of which is the value of the Consumer Price Index for the same calendar month one (1) year prior. For example, if the adjustment is to occur effective June 1, 2012, the index to be used for the numerator is the index for the month of March 2012 and the index to be used for the denominator is March 2011. The "Consumer Price Index" to be used in such calculation is the Consumer Price Index, All Urban Consumers (All Items) for the Los Angeles Anaheim Riverside Metropolitan Area, published by the United States Department of Labor, Bureau of Labor Statistics (1982 84 = 100). If both an official index and one or more unofficial indices are published, the official index shall be used. If said Consumer Price Index is no longer published at the adjustment date, it shall be constructed by conversion fables included in such new index. In no event, however, shall the amount payable under this Agreement be reduced below the rate in effect immediately preceding such adjustment. The maximum increase to the rate, for any year where an adjustment is made in proportion to changes in the Consumer Price Index, shall not exceed 3.0% of the rate in effect immediately preceding such adjustment. VCA CODE GROUP Page B-1 EXHIBIT C 1. INSURANCE REQUIREMENTS — PROFESSIONAL SERVICES 1.1 Provision of Insurance. Without limiting Consultant's indemnification of City, and prior to commencement of Work, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. Consultant agrees to provide insurance in accordance with requirements set forth here. If Consultant uses existing coverage to comply and that coverage does not meet these requirements, Consultant agrees to amend, supplement or endorse the existing coverage. 1.2 Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class Vll (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. 1.3 Coverage Requirements. 1.3.1 Workers' Compensation Insurance. Consultant shall maintain Workers' Compensation insurance, statutory limits, and Employer's Liability Insurance with limits of at least one million dollars ($1,000,000) each accident for bodily injury by accident and each employee for bodily injury by disease in accordance with the laws of the State of California, Section 3700 of the Labor Code. 1.3.1.1 Consultant shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents, employees and volunteers. 1.3.2 General Liability Insurance. Consultant shall maintain commercial general liability insurance, and if necessary umbrella liability insurance, with coverage at least as broad as provided by Insurance Services Office form CG 00 01, in an amount not less than one million dollars ($1,000,000) per occurrence, two million dollars ($2,000,000) general aggregate. The policy shall cover liability arising from premises, operations, products -completed operations, personal and advertising injury, and liability assumed under an insured contract (including the tort liability of another assumed in a business contract) with no endorsement or modification limiting the scope of coverage for liability assumed under a contract. 1.3.3 Automobile Liability Insurance. Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non -owned or rented vehicles, in an amount not less than one million dollars ($1,000,000) combined single limit each accident. VCA CODE GROUP Page C-1 1.3.4 Professional Liability (Errors & Omissions) Insurance. Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of one million dollars ($1,000,000) per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this agreement and Consultant agrees to maintain continuous coverage through a period no less than three years after completion of the services required by this agreement. 1.4 Other Insurance Requirements. The policies are to contain, or be endorsed to contain, the following provisions: 1.4.1 Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these requirements to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers from each of its subconsultants. 1.4.2 Additional Insured Status. All liability policies including general liability, excess liability, pollution liability, and automobile liability, but not including professional liability, shall provide or be endorsed to provide that City and its officers, officials, employees, and agents shall be included as insureds under such policies, 1.4.3 Primary and Non Contributory. All liability coverage shall apply on a primary basis and shall not require contribution from any insurance or self-insurance maintained by City. 1.4.4 Notice of Cancellation. All policies shall provide City with thirty (30) days notice of cancellation (except for nonpayment for which ten (10) days notice is required) or nonrenewal of coverage for each required coverage. 1.5 Additional Agreements Between the Parties. The parties hereby agree to the following: 1.5.1 Evidence of Insurance. Consultant shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation and other endorsements as specified herein for each coverage. Insurance certificates and endorsement must be approved by City's Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. City reserves the right to require complete, certified copies of all required insurance policies, at any time. 1.5.2 City's Right to Revise Requirements. The City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving the Consultant sixty (60) days advance written notice of VCA CODE GROUP Page C-2 such change. If such change results in substantial additional cost to the Consultant, the City and Consultant may renegotiate Consultant's compensation. 1.5.3 Enforcement of Agreement Provisions. Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder. 1.5.4 Requirements not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. 1.5.5 Self-insured Retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these requirements unless approved by City. 1.5.6 City Remedies for Non Compliance If Consultant or any subconsultant fails to provide and maintain insurance as required herein, then City shall have the right but not the obligation, to purchase such insurance, to terminate this agreement, or to suspend Consultant's right to proceed until proper evidence of insurance is provided. Any amounts paid by City shall, at City's sole option, be deducted from amounts payable to Consultant or reimbursed by Consultant upon demand. 1.5.7 Timely Notice of Claims. Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant's performance under this Agreement, and that involve or may involve coverage under any of the required liability policies. 1.5.8 Consultant's Insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Work. VCA CODE GROUP Page C-3 0W Fp = CITY OF oar a e !U L c z ;t;! NEWPORT BEACH i, City Council Staff Deport Agenda Item No. July 24, 2012 TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: Community Development Department Kimberly Brandt, AICP, Director 949-644-3226, kbrandt(onewportbeachca.gov PREPARED BY: Seimone Jurjis, Chief Building Official APPROVED: TITLE: Building Inspection and Plan Review Services — Approval of Amended and Restated Professional Services Agreement with VCA Code Group. ABSTRACT: The Community Development Department currently uses the services of an outside consultant to provide building inspection and plan review services. The term of the Professional Services Agreement expires on June 30, 2014. However, during its term, an Amended and Restated Professional Services Agreement is required to allocate funds to pay for the services. RECOMMENDATION: 1. Approve the Amended and Restated Professional Services Agreement (Attachment CC 1) with VCA Code Group ("VCA') for contract professional services for an amount not to exceed $300,000. FUNDING REQUIREMENTS: For the 2011-2012 fiscal year, $100,000 was allocated towards the original Professional Services Agreement. The approved FY 2012-2013 budget includes an additional $100,000 to go towards the Amended and Restated Professional Services Agreement. For the 2013-2014 fiscal year staff will request funding through the budget process based on anticipated work load. With approval of the Amended and Restated Professional Services Agreement, should the City Council approve funds in the FY 2013-2014 budget, the funds shall be allocated to this Agreement. 1 On September 1, 2011, the City and VCA entered into an On-Call Professional Services Agreement (CC 2) to perform building inspection and plan review services. Currently, VCA provides one full-time building inspector to provide building inspection services to ensure construction is in compliance with adopted building codes at a cost of approximately $100,000 per year. On November 1, 2011, Amendment No. 1 (CC 2) was entered into between the two parties to revise the hourly fee rate for inspection services. On July 5, 2012, Amendment No. 2 (CC 2) was approved to extend the term of the Agreement to June 30, 2014, but the total funding for the Agreement is limited to the City Manager's authority of $125,000. Therefore, the Amended and Restated Professional Services Agreement (CC 1) is necessary to authorize the additional funding be allocated to the Agreement so that services may continue until June 30, 2014. The total expenditure under this Agreement from September 1, 2011, to June 30, 2014, will not exceed $300,000. ENVIRONMENTAL REVIEW: The recommended action is not subject to the California Environmental Quality Act ("CEQA") pursuant to Sections 15060(c)(2) (the activity will not result in a direct or reasonably foreseeable indirect physical change in the environment) and 15060(c)(3) (the activity is not a project as defined in Section 15378) of the CECIA Guidelines, California Code of Regulations, Title 14, Chapter 3, because it has no potential for resulting in physical change to the environment, directly or indirectly. NOTICING: The agenda item has been noticed according to the Brown Act (72 hours in advance of the meeting at which the City Council considers the item). Submitted by: r' Kimberly Brand , AICP Director Attachments: CC 1 Amended and Restated Professional Services Agreement CC 2 Original Professional Services Agreement and Amendments No. 1 and No. 2 2 City Council Attachment 1 Amended and Restated Professional Services Agreement 3 m AMENDED AND RESTATED PROFESSIONAL SERVICES AGREEMENT WITH VCA CODE GROUP FOR BUILDING INSPECTION AND PLAN CHECK SERVICES THIS AMENDED AND RESTATED AGREEMENT FOR PROFESSIONAL SERVICES ("Agreement") is made and entered into as of this 24t day of July, 2012 ("Effective Date') by and between the CITY OF NEWPORT BEACH, a California Municipal Corporation ("City"), and THE CODE GROUP, INC., a California corporation, doing business as ("DBA") VCA CODE GROUP ("Consultant"), whose address is 2200 West Orangewood Avenue, Suite 155, Orange, California 92868 and is made with reference to the following: RECITALS A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California. and the Charter of City. B. City desires to amend and restate the Professional Services Agreement entered with Consultant on September 1, 2011 and amended on November 21, 2011 and July 5, 2012. C. City desires to engage Consultant to perform building inspection services and building plan check reviews of City's residential, commercial and industrial buildings and structures on an as -needed basis ("Project"). D. Consultant possesses the skill, experience, ability, background, certification and knowledge to provide the professional services described in this Agreement. E. The principal member of Consultant for purposes of Project shall be Charles Russell. City has solicited and received a proposal from Consultant, has reviewed the previous experience and evaluated the expertise of Consultant, and desires to retain Consultant to render professional services under the terms and conditions set forth in this Agreement. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: TERM The term of this Agreement shall commence on September 1, 2011, and shall terminate on June 30, 2014 unless terminated earlier as set forth herein. 15 2. SERVICES TO BE PERFORMED City and Consultant acknowledge that the above Recitals are true and correct and are hereby incorporated by reference into this Agreement. Consultant shall diligently perform all the services described in the Scope of Services attached hereto as Exhibit A and incorporated herein by reference ("Services" or "Work"). The City may elect to delete certain services within the Scope of Services at its sole discretion. 3. TIME OF PERFORMANCE 3.1 Time is of the essence in the performance of Services under this Agreement and Consultant shall perform the Services in accordance with the schedule included in Exhibit A. In the absence of a specific schedule, the Services shall be performed to completion in a diligent and timely manner. The failure by Consultant to strictly adhere to the schedule set forth in Exhibit A, if any, or perform the Services in a diligent and timely manner may result in termination of this Agreement by City. 3.1.1 Notwithstanding the foregoing, Consultant shall not be responsible for delays due to causes beyond Consultant's reasonable control. However, in the case of any such delay in the Services to be provided for the Project, each party hereby agrees to provide notice within two (2) of the occurrence causing the delay to the other party so that all delays can be addressed. 3.2 Consultant shall submit all requests for extensions of time for performance in writing to the Project Administrator (as defined in Section 6 below) not later than ten (10) calendar days after the start of the condition that purportedly causes a delay. The Project Administrator shall review all such requests and may grant reasonable time extensions for unforeseeable delays that are beyond Consultant's control. 3.3 For all time periods not specifically set forth herein, Consultant shall respond in the most expedient and appropriate manner under the circumstances, by fax, hand -delivery or mail. 4. COMPENSATION TO CONSULTANT 4.1 City shall pay Consultant for the Services on a time and expense not -to - exceed basis in accordance with the provisions of this Section and the Schedule of Billing Rates or Progress Payments Schedule attached hereto as Exhibit B and incorporated herein by reference. Consultant's compensation for all Work performed in accordance with this Agreement, including all reimbursable items and subconsultanf fees, shall not exceed Three Hundred Thousand Dollars and 00/100 ($300,000.00) over the term of the Agreement without prior written authorization from City. No billing rate changes shall be made during the term of this Agreement without the prior written approval of City. 4.2 Consultant shall submit monthly invoices to City describing the Work performed the preceding month. Consultant's bills shall include the name of the person who performed the Work, a brief description of the Services performed and the specific task in the Scope of Services to which it relates, the date the. Services were performed, the number of hours spent on all Work billed on an hourly basis, and a description of 0 any reimbursable expenditures. City shall pay Consultant no later than thirty (30) days after approval of the monthly invoice by City staff. 4.3 City shall reimburse Consultant only for those costs or expenses specifically identified in Exhibit B to this Agreement, or specifically approved in writing in advance by City. 4.4 Consultant shall not receive any compensation for Extra Work performed without the prior written authorization of City. As used herein, "Extra Work" means any Work that is determined by City to be necessary for the proper completion of the Project, but which is not included within the Scope of Services and which the parties did not reasonably anticipate would be necessary. at the execution of this Agreement. Compensation for any authorized Extra Work shall be paid in accordance with the Schedule of Billing Rates as set forth in Exhibit B. 5. PROJECT MANAGER 5.1 Consultant shall designate a Project Manager, who shall coordinate all phases of the Project. This Project Manager shall be available to City at all reasonable times during the Agreement term. Consultant has designated Charles Russell to be its Project Manager. Consultant shall not remove or reassign the Project Manager or any personnel listed in Exhibit A or assign any new or replacement personnel to the Project without the prior written consent of City. City's approval shall not be unreasonably withheld with respect to the removal or assignment of non -key personnel. 5.2 Consultant, at the sole discretion of City, shall remove from the Project any of its personnel assigned to the performance of Services upon written request of City. Consultant warrants that it will continuously furnish the necessary personnel to complete the Project on a timely basis as contemplated by this Agreement. 5.3 If Consultant is performing inspection services for City, the Project Manager and any other assigned staff shall be equipped with a cellular phone to communicate with City staff. The Project Manager's cellular phone number shall be provided to the City. C:�\ �7ditllE�7�iI�Iri1 This Agreement will be administered by the Community Development Department. The Building Division Manager, or his/her designee, shall be the Project Administrator and shall have the authority to act for City under this Agreement. The Project Administrator or his/her designee shall represent City in all matters pertaining to the Services to be rendered pursuant to this Agreement. 7. CITY'S RESPONSIBILITIES 7.1 To assist Consultant in the execution of its responsibilities under this Agreement, City agrees to, where applicable: 7 7.1.1 Provide access to, and upon request of Consultant, one (1) copy of all existing relevant information on file at City. City will provide all such existing relevant information in a timely manner so as not to cause delays in Consultant's Work schedule. 7.1.2 Provide blueprinting and other services through City's reproduction company for bid documents. Consultant will be required to coordinate the required bid documents with City's reproduction company. All other reproduction will be the responsibility of Consultant. 8. STANDARD OF CARE 8.1 All of the Services shall be performed by Consultant or under Consultant's supervision. Consultant represents that it possesses the professional and technical personnel required to perform the Services required by this Agreement, and that it will perform all Services in a manner commensurate with the highest professional standards. For purposes of this Agreement, the phrase "highest professional standards" shall mean those standards of practice recognized by one (1) or more first- class firms performing similar work under similar circumstances. 8.2 All Services shall be performed by qualified and experienced personnel who are not employed by City. By delivery of completed Work, Consultant certifies that the Work conforms to the requirements of this Agreement; all applicable federal, state and local laws; and the highest professional standard. 8.3 Consultant represents and warrants to City that it has, shall obtain, and shall keep in full force and effect during the term hereof, at its sole cost and expense, all licenses, permits, qualifications, insurance, and approvals of whatsoever nature that is legally required of Consultant to practice its profession. Consultant shall maintain a City of Newport Beach business license during the term of this Agreement. 8.4 Consultant shall not be responsible for delay, nor shall Consultant be responsible for damages or be in default or deemed to be in default by reason of strikes, lockouts, accidents, acts of God, or the failure of City to furnish timely information or to approve or disapprove Consultant's Work promptly, or delay or faulty performance by City, contractors, or governmental agencies. 9. HOLD HARMLESS 9.1 To the fullest extent permitted by law, Consultant shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, agents, volunteers and employees (collectively, the "Indemnified Parties) from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorney's fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims"), which may arise under this Agreement or in any manner relate (directly or indirectly) to the negligence, recklessness, or willful misconduct of the Consultant or its principals, officers, agents, employees, vendors, suppliers, subconsultants, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable or any or all of them. 0 9.2 Notwithstanding the foregoing, nothing herein shall be construed to require Consultant to indemnify the Indemnified Parties from any Claim arising from the sole negligence, active negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorney's fees in any action on or to enforce the terms of this Agreement. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by the Consultant. 10. INDEPENDENT CONTRACTOR It is understood that City retains Consultant on an independent contractor basis and Consultant is not an agent or employee of City. The manner and means of conducting the Work are under the control of Consultant, except to the extent they are limited by statute, rule or regulation and the expressed terms of this Agreement. No civil service status or other right of employment shall accrue to Contractor or its employees. Nothing in this Agreement shall be deemed to constitute approval for Consultant or any of Consultant's employees or agents, to be the agents or employees of City. Consultant shall have the responsibility for and control over the means of performing the Work, provided that Consultant is in compliance with the terms of this Agreement. Anything in this Agreement that may appear to give City the right to direct Consultant as to the details of the performance of the Work or to exercise a measure of control over Consultant shall mean only that Consultant shall follow the desires of City with respect to the results of the Services. 11. COOPERATION Consultant agrees to work closely and cooperate fully with City's designated Project Administrator and any other agencies that may have jurisdiction or interest in the Work to be performed. City agrees to cooperate with the Consultant on the Project. 12. CITY POLICY Consultant shall discuss and review all matters relating to policy and Project direction with City's Project Administrator in advance of all critical decision points in order to ensure the Project proceeds in a manner consistent with City goals_ and policies. 13. PROGRESS Consultant is responsible for keeping the Project Administrator and/or his/her duly authorized designee informed on a regular basis regarding the status and progress of the Project, activities performed and planned, and any meetings that have been scheduled or are desired. 14. INSURANCE Without limiting Consultant's indemnification of City, and prior to commencement of Work, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement or for other periods as specified in this Agreement, policies of insurance of the type, amounts, terms and conditions described in the Insurance Requirements attached hereto as Exhibit C, and incorporated herein by reference. 15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS Except as specifically authorized under this Agreement, the Services to be provided under this Agreement shall not be assigned, transferred contracted or subcontracted out without the prior written approval of City. Any of the following shall be construed as an assignment: The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Consultant, or of the interest of any general partner or joint venturer or syndicate member or cotenant if Consultant is a partnership or joint -venture or syndicate or cotenancy, which shall result in changing the control of Consultant. Control means fifty percent (50%) or more of the voting power, or twenty-five percent (25%) or more of the assets of the corporation, partnership or joint - venture. 16. SUBCONTRACTING The subcontractors authorized by City, if any, to perform Work on this Project are identified in Exhibit A. Consultant shall be fully responsible to City for all acts and omissions of any subcontractor. Nothing in this Agreement shall create any contractual relationship between City and any subcontractor nor shall it create any obligation on the part of City to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise required by law. The City is an intended beneficiary of any Work performed by the subcontractor for purposes of establishing a duty of care between the subcontractor and the City. Except as specifically authorized herein, the Services to be provided under this Agreement shall not be otherwise assigned, transferred, contracted or subcontracted out without the prior written approval of City. 17. OWNERSHIP OF DOCUMENTS 17.1 Each and every report, draft, map, record, plan, document and other writing produced (hereinafter "Documents"), prepared or caused to be prepared by Consultant, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall become the exclusive property of City, and City shall have the sole right to use such materials in its discretion without further compensation to Consultant or any other party. Consultant shall, at Consultant's expense, provide such Documents to City upon prior written request. 17.2 Documents, including drawings and specifications, prepared by Consultant pursuant to this Agreement are not intended or represented to be suitable for reuse by City or others on any other project. Any use of completed Documents for other projects and any use of incomplete Documents without specific written authorization from Consultant will be at City's sole risk and without liability to Consultant. Further, any and all liability arising out of changes made to Consultant's deliverables under this Agreement by City or persons other than Consultant is waived against Consultant and City assumes full responsibility for such changes unless City 10 has given Consultant prior notice and has received from Consultant written consent for such changes. 17.3 All improvement and/or construction plans shall be prepared with indelible waterproof ink or electrostaticly plotted on standard twenty-four inch (24") by thirty-six inch (36") Mylar with a minimum thickness of three (3) mils. Consultant shall provide to City 'As -Built' drawings and a copy of digital Computer Aided Design and Drafting ("CADD") and Tagged Image File Format (.tiff) files of all final sheets within ninety (90) days after finalization of the Project. For more detailed requirements, a copy of the City of Newport Beach Standard Design Requirements is available from the City's Public Works Department. 18. COMPUTER DELIVERABLES CADD data delivered to. City shall include the professional stamp of the engineer or architect in charge of or responsible for the Work. City agrees that Consultant shall not be liable for claims, liabilities or losses arising out of, or connected with (a) the modification or misuse by City, or anyone authorized by City, of CADD data; (b) the decline of accuracy or readability of CADD data due to inappropriate storage conditions or duration; or (c) any use by City, or anyone authorized by City, of CADD data for additions to this Project, for the completion of this Project by others,, or for any other Project, excepting only such use as is authorized, in writing, by Consultant. By acceptance of CADD data, City agrees to indemnify Consultant for damages and liability resulting from the modification or misuse of such CADD data. All original drawings shall be submitted to City in the version of AutoCAD used by the City in .dwg file format, on a CD, and should comply with the City's digital submission requirements for improvement plans available from the City's Public Works Department. The City will provide Consultant with City title sheets as AutoCAD file(s) in .dwg file format. All written documents shall be transmitted to City in formats compatible with Microsoft Office and/or viewable with Adobe Acrobat. 19. CONFIDENTIALITY All Documents, including drafts, preliminary drawings or plans, notes and communications that result from the Services in this Agreement, shall be kept confidential unless City expressly authorizes in writing the release of information. 20. OPINION OF COST Any opinion of the construction cost prepared by Consultant represents the Consultant's judgment as a design professional and is supplied for the general guidance of City. Since Consultant has no control over the cost of labor and material, or over competitive bidding or market conditions, Consultant does not guarantee the accuracy of such opinions as compared to consultant or contractor bids or actual cost to City. 21. INTELLECTUAL PROPERTY INDEMNITY The Consultant shall defend and indemnify City, its agents, officers, representatives and employees against any and all liability, including costs, for infringement or alleged infringement of any United States' letters patent, trademark, or 11 copyright, including costs, contained in Consultant's Documents provided under this Agreement. 22. RECORDS Consultant shall keep records and invoices in connection with the Services to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any Services, expenditures and disbursements charged to City, for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of City to examine, audit and make transcripts or copies of such records and invoices during regular business hours. Consultant shall allow inspection of all Work, data, Documents, proceedings and activities related to the Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 23. WITHHOLDINGS City may withhold payment to Consultant of any disputed sums until satisfaction of the dispute with respect to such payment. Such withholding shall not be deemed to constitute a failure to pay according to the terms of this Agreement. Consultant shall not discontinue Work as a result of such withholding. Consultant shall have an immediate right to appeal to the City Manager or his/her designee with respect to such disputed sums. Consultant shall be entitled to receive interest on any withheld sums at the rate of return that City earned on its investments during the time period, from the date of withholding of any amounts found to have been improperly withheld. 24. ERRORS AND OMISSIONS In the event of errors or omissions that are due to the negligence or professional inexperience of Consultant which result in expense to City greater than what would have resulted if there were not errors or omissions in the Work accomplished by Consultant, the additional design, construction and/or restoration expense shall be borne by Consultant. Nothing in this Section is intended to limit City's rights under the law or any other sections of this Agreement. 25. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS City reserves the right to employ other Consultants in connection with the Project. 26. CONFLICTS OF INTEREST 26.1 The Consultant or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act"), which (1) requires such persons to disclose any financial interest that may foreseeably be materially affected by the Work performed under this Agreement, and (2) prohibits such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. 12 26.2 If subject to the.Act, Consultant shall conform to all requirements of the Act. Failure to do so constitutes a material breach and is grounds for immediate termination of this Agreement by City. Consultant shall indemnify and hold harmless City for any and all claims for damages resulting from Consultant's violation of this Section. 27. NOTICES 27.1 All notices, demands, requests or approvals, including any change in mailing address, to be given under the terms of this Agreement shall be given in writing, and conclusively shall be deemed served when delivered personally, or on the third business day after the deposit thereof in the United States mail, postage prepaid, first- class mail, addressed as hereinafter provided. All notices, demands, requests or approvals from Consultant to City shall be addressed to City at: Attn: Building Division Manager Community Development Department City of Newport Beach 3300 Newport Boulevard PO Box 1768 Newport Beach, CA 92658 Phone: (949) 644-3282 Fax: (949) 644-3250 27.2 All notices, demands, requests or approvals from City to Consultant shall be addressed to Consultant at: Attn: Charles Russell, CBO VCA CODE GROUP 2200 West Orangewood Ave., Suite 155 Orange, CA 92868 Phone: (714) 363-4700 Fax: (714) 363-4747 28. CLAIMS Unless a shorter time is specified elsewhere in this Agreement, before making its final request for payment under this Agreement, Consultant shall submit to City, in writing, all claims for compensation under or arising out of this Agreement. Consultant's acceptance of the final payment shall constitute a waiver of all claims for compensation under or arising out of this Agreement except those previously made in writing and identified by Consultant in writing as unsettled at the time of its final request for payment. The Consultant and the City expressly agree that in addition to any claims filing requirements set forth in the Agreement, the Consultant shall be required to file any claim the Consultant may have against the City in strict conformance with the Tort Claims Act (Government Code sections 900 et seq.). 23 29. TERMINATION 29.1 In the event that either party fails or refuses to perform any of the provisions of this Agreement at the time and in the manner required, that party shall be deemed in default in the performance of this Agreement. If such default is not cured within a period of two (2) calendar days, or if more than two (2) calendar days are reasonably required to cure the default and the defaulting party fails to give adequate assurance of due performance within two (2) calendar days after receipt of written notice of default, specifying the nature of such default and the steps necessary to cure such default, and thereafter diligently take steps to cure the default, the non -defaulting party may terminate the Agreement forthwith by giving to the defaulting party written notice thereof. 29.2 Notwithstanding the above provisions, City shall have the right, at its sole and absolute discretion and without cause, of terminating this Agreement at any time by giving no less than seven (7) calendar days prior written notice to Consultant. In the event of termination under this Section, City shall pay Consultant for Services satisfactorily performed and costs incurred up to the effective date of termination for which Consultant has not been previously paid. On the effective date of termination, Consultant shall deliver to City all reports, Documents and other information developed or accumulated in the performance of this Agreement, whether in draft or final form. 30. STANDARD PROVISIONS 30.1 Compliance with all Laws. Consultant shall at its own cost and expense comply with all statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. In addition, all Work prepared by Consultant shall conform to applicable City, county, state and federal laws, rules, regulations and permit requirements and be subject to approval of the Project Administrator and City. 30.2 Waiver. A waiver by either party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character. 30.3 Integrated Contract. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein. 30.4 Conflicts or Inconsistencies. In the event there are any conflicts or inconsistencies between this Agreement and the Scope of Services or any other attachments attached hereto, the terms of this Agreement shall govern. 30.5 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of the Agreement or any other rule of construction which might otherwise, apply. 14 30.6 Amendments. This Agreement may be modified or amended only by a written document executed by both Consultant and City and approved as to form by the City Attorney. 30.7 Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 30.8 Controlling Law and Venue. The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange, State of California. 30.9 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, age or any other impermissible basis under law. 30.10 No Attorney's Fees. In the event of any dispute or legal action arising under this Agreement, the prevailing party shall not be entitled to attorney's fees. 30.11 Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which together shall constitute one (1) and the same instrument. [SIGNATURES ON NEXT PAGE] 15 GiillOF<NEI�IPC?RT"i3�X�CH� . A Califomia Muddipai cotporatian Date. Nancy'Gardner. MaYpr ATTEST: Gf�N5UL7A�iT:, `fHE CODE 'GRO,UP.;, Date: tNC , e Gatifarria corporation, tloirg; t;usinessas (DBA"S VtrA CODE GROU.R - bate By Leilani t. Brown: City Cierk' .Attachments; Exhibit=A — Scope of Services Exhi�f,6 Scleclule of Billing Rates Exhibit;G Insurance51rn RequireenIts; A11-012347f.1app)stcaticycomly✓pdocsldp1;lipooMob0ioOs doex., EXHIBIT A SCOPE OF SERVICES A. BUILDING PLAN REVIEW SERVICES 1. Consultant will act as an independent agent in supplementing the City's need to provide building inspection services and be required to report on-site at Newport Beach City Hall as directed and perform field inspections as assigned. 2. Consultant shall conduct plan reviews of City's residential, commercial and industrial buildings and structures for compliance with the adopted version of the. California Building Code, International Property Maintenance Code, Green Code, Mechanical Code, Plumbing Code,- and Electrical Code; The City of Newport Beach Municipal Code; the Accessibility and Energy Conservation requirements as mandated by State Title 24; and all applicable City ordinances. Plan check shall include the initial check, subsequent rechecks, and final review and approval. 3. Consultant shall perform structural design code compliance review and compliance with the submitted Geotechnical Report findings and recommendations and Ground Motion Hazard Analysis findings and recommendations for design and construction. 4. Consultant shall provide written notification to each applicant, consisting of a complete electronically -generated plan check letter which outlines the documents reviewed, instructions to the applicant regarding the processing of documents, and a listing of plan check comments. The plan check comments will refer to appropriate sheets, details or calculations pages and the code section of concern. Comments shall specify the apparent code violation. 5. Consultant shall be available during regular business hours to discuss and clarify plan check issues with applicants, designers, owners and consultants. Resolution of code issues may be performed by telephone, or meetings prior to resubmitting corrected plans and documents. 6. Consultant shall attend meetings as requested. 7. Consultant shall review grading plans to assure conformance with City codes, written policies and standard specifications and compliance with the recommendations, specifications and details contained in the submitted soils report and assure that all appropriate details are shown on the plans. Review quantity calculations to assure accuracy and completeness. 8. Consultant shall review water quality management plans for compliance with regional model WQMP and verify that grading plans incorporate WQMP recommendations. 9. Consultant shall review Erosion Control Plans to verify erosion and sedimentation measures comply with the Best Management Practices listed in the 17 Storm Water Pollution Prevention Plans in compliance with NPDES and WQMP requirements. 10. Consultant may be asked to provide these building plan review Services on site at Newport Beach City Hall at the discretion of the City. In these situations Consultant shall receive direction from designated Community Development staff and be required to provide these services in accordance with the Building Department's normal work schedule. On-site work hours shall be determined by Community Development staff and conveyed to Consultant on a bi-weekly basis. 11. Consultant shall ensure that any consultant team members assigned to this project to provide on-site services have previously been vetted through a Department of Justice (DOJ) compliant background screening process. 12. Consultant shall ensure that any consultant team members assigned to this project for the purposes of providing building plan review services possess relevant education, experience, and proficiency in all areas pertaining to residential and commercial plan review. Assigned consultant team members must also possess a current and valid International Code Council (ICC) "Building Plans Examiner" certificate; registration as a professional engineer is desirable. 13. Plan Review Turn -Around Schedule. Consultant shall complete each plan check within the time specified below: First Check: Ten (10) working days from submittal by applicant Subsequent Checks: rive (5) working days B. BUILDING INSPECTION SERVICES 1. Consultant shall provide inspections of all requested inspections and re - inspections for compliance with City of Newport Beach Municipal Code and State codes and regulations: California Building Code, International Property Maintenance Code, Plumbing Code, Mechanical Code, Electrical Code, Fire Code, Energy Code, Green Building Standards Code, Disabled Access Regulations, and Title 25, Mobile Home Parks regulations; State Water Resource Control Board regulations related to storm water pollution prevention; Sound Transmission Control regulations; and, locally adopted building ordinances and amendments thereof. 2. Consultant shall maintain all inspection records for all assigned projects, including correction notices and all documentation related to project inspections. 3. Consultant shall coordinate all inspection and re -inspection requests as assigned. 4. Consultant shall coordinate with the Chief Building Inspector, as appropriate, on discretionary decisions or requests for alternate materials. m 5. Consultant shall coordinate with the Chief Building Inspector on all Certificate of Occupancy to ensure that all applicable City regulatory agencies have approved the project. 6. Consultant may be asked to report on-site at Newport Beach City Hall at the discretion of the City. In these situations Consultant shall receive direction from designated Community Development staff and be required to provide building inspection services in accordance with the Building Department's normal work schedule. On-site work hours shall be determined by Community Development staff and conveyed to Consultant on a bi-weekly basis. 7. Consultant shall ensure that any consultant team members Assigned to this project to provide on-site services have previously been vetted through a Department of Justice (DOJ) compliant background screening process. 8. Consultant shall ensure that any consultant team members assigned to this Project for the purposes of providing building inspection services possess relevant education, experience, and proficiency in all areas pertaining to building inspections. Assigned consultant team members must also possess ICC certification as a Combination Building Inspector. 9. Once assigned, Consultant team members assigned to .this Project shall not be substituted without approval from the Chief Building Inspector or his/her designee. 1� EXHIBIT B SCHEDULE OF BILLING RATES Full Plan Check - Beginning with initial plan check to final approval. Percentage of Fees Collected 50% Hourl Rate if no fees are collected $75.00 Partial Plan Check Percentage of Fees Collected 50% Hourly Rate if no fees are collected $75.00 Client Consultation at City Hall Hourly Rate $75.00 Mileage Reimbursement $0.51/mile Building Official Hourly Rate $135.00 Building Inspector Hourly Rate $45.00 — $55.00 Permit Counter Technician Hourly Rate $35.00 Consumer Price Index. Upon the first anniversary of the Effective Date and upon each anniversary of the Effective Date thereafter, the rates to be paid by the City as set forth above shall be adjusted in proportion to changes in the Consumer Price Index, subject to the 3.0% maximum adjustment increase set forth below. Such adjustment shall be made by multiplying the original rate by a fraction, the numerator of which is the value of the Consumer Price Index for the calendar month three (3) months preceding the calendar month for which such. adjustment is to be made and the denominator of which is the value of the Consumer Price Index for the same calendar month one (1) year prior. For example, if the adjustment is to occur effective June 1, 2012, the index to be used for the numerator is the index for the month of March 2012 and the index to be used for the denominator is March 2011. The "Consumer Price Index" to be used in such calculation is the Consumer Price Index, All Urban Consumers (All Items) for the Los Angeles Anaheim Riverside Metropolitan Area, published by the United States Department of Labor, Bureau of Labor Statistics (1982 84 = 100). If both an official index and one or more unofficial indices are published, the official index shall be used. If said Consumer Price Index is no longer published at the adjustment date, it shall be constructed by conversion tables included in such new index. In no event, however, shall the amount payable under this Agreement be reduced below the rate in effect immediately preceding such adjustment. The maximum increase to the rate, for any year where an adjustment is made in proportion to changes in the Consumer Price Index, shall not exceed 3.0% of the rate in effect immediately preceding such adjustment. 20 EXHIBIT C 1. INSURANCE REQUIREMENTS — PROFESSIONAL SERVICES 1.1 Provision of Insurance. Without limiting Consultant's indemnification of City, and prior to commencement of Work, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. Consultant agrees to provide insurance in accordance with requirements set forth here. If Consultant uses existing coverage to comply and that coverage does not meet these requirements, Consultant agrees to amend, supplement or endorse the existing coverage. 1.2 Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. 1.3 Coverage Requirements. 1.3.1 Workers' Compensation Insurance. Consultant shall maintain Workers' Compensation Insurance, statutory limits, and Employer's Liability Insurance with limits of at least one million dollars ($1,000,000) each accident for bodily injury by accident and each employee for bodily injury by disease in accordance with the laws of the State of California, Section 3700 of the Labor Code. 1.3.1.1 Consultant shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents, employees and volunteers. 1.3.2 General Liability Insurance. Consultant shall maintain commercial general liability insurance, and if necessary umbrella liability insurance, with coverage at least as broad as provided by Insurance Services Office form CG 00 01, in an amount not less than one million dollars ($1,000,000) per occurrence, two million dollars ($2,000,000) general aggregate. The policy shall cover liability arising from premises, operations, products -completed operations, personal and advertising injury, and liability assumed under an insured contract (including the tort liability of another assumed in a business contract) with no endorsement or modification limiting the scope of coverage for liability assumed under a contract. 1.3.3 Automobile Liability Insurance. Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non -owned or rented vehicles, in an amount not less than one million dollars ($1,000,000) combined single limit each accident. 21 1.3.4 Professional Liability (Errors & Omissions) Insurance. Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement; in the minimum amount of one million dollars ($1,000,000) per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this agreement and Consultant agrees to maintain continuous coverage through a period no less than three years after completion of the services required by this agreement. 1.4 Other Insurance Requirements. The policies are to contain, or be endorsed to contain., the following provisions: 1.4.1 Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these requirements to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers from each of its subconsultants. 1.4.2 Additional Insured Status. All liability policies including general liability, excess liability, pollution liability, and automobile liability, but not including professional liability, shall provide or be endorsed to provide that City and its officers, officials, employees, and agents shall be included as insureds under such policies. 1.4.3 Primary and Non Contributory. All liability coverage shall apply on a primary basis and shall not require contribution from any insurance or self-insurance maintained by City. 1.4.4 Notice of Cancellation. All policies shall provide City with thirty (30) days notice of cancellation (except for nonpayment for which ten (10) days notice is required) or nonrenewal of coverage for each required coverage. 1.5 Additional Agreements Between the Parties. The parties hereby agree to the following: 1.5.1 Evidence of Insurance. Consultant shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation and other endorsements as specified herein for each coverage. Insurance certificates and endorsement must be approved by City's Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. City reserves the right to require complete, certified_ copies of all required insurance policies, at any time. 1.5.2 City's Right to Revise Requirements. The City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving the Consultant sixty (60) days advance written notice of 22 such change. If such change results in substantial additional cost to the Consultant, the City and Consultant may renegotiate Consultant's compensation. 1.5.3 Enforcement of Agreement Provisions. Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder. 1.5.4 Requirements not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. 1.5.5 Self-insured Retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these requirements unless approved by City. 1.5.6 City Remedies for Non Compliance If Consultant or any subconsultant fails to provide and maintain insurance as required herein, then City shall have the right but not the obligation, to purchase such insurance, to terminate this agreement, or to suspend Consultant's right to proceed until proper evidence of insurance is provided. Any amounts paid by City shall, at City's sole option, be deducted from amounts payable to Consultant or reimbursed by Consultant upon demand. 1.5.7 Timely Notice of Claims. Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant's performance under this Agreement, and that involve or may involve coverage under any of the required liability policies. 1.5.8 Consultant's Insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Work. 23 City Council Attachment 2 Original Professional Services Agreement and Amendments No. 1 and No. 2 25 20 AMENDMENT NO. 2 TO ON-CALL PROFESSIONAL SERVICES AGREEMENT WITH VCA CODE GROUP FOR BUILDING INSPECTION AND PLAN REVIEW SERVICES THIS AMENDMENT NO. 2 TO PROFESSIONALRVICES AGREEMENT ("Amendment No. 2"), is entered into as of this � day of . 2012, by and between .the CITY OF NEWPORT BEACH, a California Municipal Corporation ("City"), and VCA Code Group a California corporation whose address is 2200 West Orangewood Avenue, Suite 155, Orange, California 92868 ("Consultant"), and is made with reference to the following: RECITALS: A. On September 1, 2011, City and Consultant entered into a Professional Services Agreement ("Agreement") to perform on-call building inspection and plan review services on an as -needed basis ("Project"). B. On November 21, 2011, City and Consultant entered into Amendment No. 1 to the Agreement ("Amendment No. 1") to revise the rates. C. City desires to enter into this Amendment No. 2 to extend the term of the Agreement D. City and Consultant mutually desire to amend the Agreement, as provided below. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM Section 1 of the Agreement shall be replaced in its entirety with the following: The term of this Agreement shall commence on September 1, 2011 and shall terminate on June 30, 2014, unless terminated earlier as set forth in the Agreement. 2, INSURANCE Section 14 of the Agreement shall be replaced in its entirety with the following: 14.1 Provision of Insurance. Without limiting Consultant's indemnification of City, and prior to commencement of Work, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. Consultant agrees to provide insurance in accordance with requirements set forth here. If Consultant uses existing coverage to comply and that coverage does not meet these requirements, Consultant agrees to amend, supplement or endorse the existing coverage. 27 14.2 Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the. latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. 14.3 Coverage Requirements. 14.3.1 Workers' Compensation Insurance. Consultant shall maintain Workers' Compensation Insurance, statutory limits, and Employer's Liability Insurance with limits of at least one million dollars ($1,000,000) each accident for bodily injury by accident and each employee for bodily injury by disease in accordance with the laws of the State of California, Section 3700 of the Labor Code. 14.3.1.1 Consultant shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents, employees and volunteers. 14.3.2 General Liability Insurance. Consultant shall maintain commercial general liability insurance, and if necessary umbrella liability insurance, with coverage at least as broad as provided by Insurance Services Office form CG 00 01, in an amount not less than one million dollars ($1,000,000) per occurrence, two million dollars ($2,000,000) general aggregate. The policy shall cover liability arising from premises, operations, products -completed operations, personal and advertising injury, and liability assumed under an insured contract (including the tort liability of another assumed in a business contract) with no endorsement or modification limiting the scope of coverage for liability assumed under a contract. 14.3.3 Automobile Liability Insurance. Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non -owned or rented vehicles, in an amount not less than one million dollars ($1,000,000) combined single limit each accident. 14.3.4 Professional Liability (Errors & Omissions) Insurance. Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of one million dollars ($1,000,000) per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this agreement and Consultant agrees to maintain continuous coverage through a period no less than three years after completion of the services required by this agreement. 14.4 Other Insurance Requirements. The policies are to contain, or be endorsed to contain, the following provisions: m 14.4.1 Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these requirements to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers from each of its subconsuitants. 14.4.2 Additional Insured Status. All liability policies including general liability, excess liability, pollution liability, and automobile liability, but not including professional liability, shall provide or be endorsed to provide that City and its officers, officials, employees, and agents shall be included as insureds under such policies. 14.4.3 Primary and Non Contributory. All liability coverage shall apply on a primary basis and shall not require contribution from any insurance or self-insurance maintained by City. 14.4.4 Notice of Cancellation. All policies shall provide City with thirty (30) days notice of cancellation (except for nonpayment for which ten (10) days notice is required) or nonrenewal of coverage for each required coverage. 14.5 Additional Agreements Between the Parties. The parties hereby agree to the following: 14.5.1 Evidence of Insurance. Consultant shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation and other endorsements as specified herein for each coverage. Insurance certificates and endorsement must be approved by City's Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. City reserves the right to require complete, certified copies of all required insurance policies, at any time. 14.5.2 City's Right to Revise Requirements. The City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving the Consultant sixty (60) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the City and Consultant may renegotiate Consultant's compensation. 14.5.3 Enforcement of Agreement Provisions. Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant :- of non-compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder. 14.5.4 Requirements not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification 29 only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. 14.5.5 Self-insured Retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these requirements unless approved by City. 14.5.6 City Remedies for Non Compliance If Consultant or any subconsultant fails to provide and maintain insurance as required herein, then City, shall have the right but not the obligation, to purchase such insurance, to terminate this agreement, or to suspend Consultant's right to proceed until proper evidence of insurance is provided. Any amounts paid by City shall, at City's sole option, be deducted from amounts payable to Consultant or reimbursed by Consultant upon demand. 14.5.7 Timely Notice of Claims. Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant's performance under this. Agreement, and that involve or may involve coverage under any of the required liability policies. 14.5.8 Consultant's Insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Work. 3. INTEGRATED CONTRACT Except as expressly modified herein, all other provisions, terms, and covenants set forth in the Agreement shall remain unchanged and shall be in full force and effect. [SIGNATURES ON NEXT PAGE] 30 IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 2 on the dates written below. APPROVED AS TO FORM: CITY ATT REY'S OFFICE Date: Ili ,, 0. By: I/ V " r Aaron C. Harp �I " City Attorney ATTEST: Date: By: 9A�' - b=�� Leilani I. Brown City Clerk CITY OF NEWPORT BEACH, A California municipal corporation Date: l /.2D 42ul_ By: �a44-119� ��/ Dana Smith Assistant City Manager CONSULTANT: VCA Code Group, a California Corporation Date: By: f Tom a b rpe President Date:` Robert Chou f FOR Vice President / Treasurer [END OF SIGNATURES] AMENDMENT NO. ONE TO ON-CALL PROFESSIONAL SERVICES AGREEMENT WITH VCA CODE GROUP FOR BUILDING INSPECTION AND PLAN REVIEW SERVICES THIS AMENDMENT NO. ONE TO PROFESSIONAL SERVICES AGREEMENT ("Amendment No. One]"), is entered into as of this 7-Yor day of November, 2011, by and between the CITY OF NEWPORT BEACH, a California Municipal Corporation ("City"), and VCA Code Group a California corporation whose address is 2200 West Orangewood Avenue, Suite 155, Orange, California 92868 ("Consultant"), and is made with reference to the following: RECITALS: A. On September 1, 2011, City and Consultant entered into a Professional Services Agreement ("Agreement") to perform on-call building inspection and plan review services on an as -needed basis ("Project"). B. City desires to enter into this Amendment No. One to replace Exhibit B to the Agreement. C. City and Consultant mutually desire to amend the agreement, as provided below. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. COMPENSATION The Fee Schedule attached to the Agreement as Exhlbh.B shall be replaced with the Fee Schedule attached hereto as Exhibit A and incorporated herein by reference. 2. INTEGRATED CONTRACT Except as expressly modified herein, all other provisions, terms, and covenants set forth in the Agreement shall remain unchanged and shall be in full force and effect. 32 IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. One on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: I [/-'] 11 By: Aaron (VHarp City Attorney ATTEST: Date:2�- Attachments: Exhibit A —Fee Schedule CITY OF NEWPORT BEACH, A California municipal corporation Date: i By: Dana Smith Assistant City Manager CONSULTANT: VCA Code Group, a California corporation Date: i By: Tom Van Dorpe President Date: i /�7TIi By: Robert Chou Vice President / Treasurer S4 EXHIBIT B FEE SCHEDULE Full Plan Check— Beginning with initial plan check to final approval. Percentage of Fees Collected .............. ............. ........................................ ............. _.......... _..50% Hourly Rate (if no fees are collected)..............................................................................$75.00' Partial Plan Check Percentage of Fees Collected................................................................................................50% Hourly Rate (if no fees are collected)..............................................................................$75.00 Client Consultation at City Hall HourlyRate.................................................................. _............................ _........................ $75.00 Mileage Reimbursement ......... . ............................... _............................................................. $0.51/mile Building Official Hourly Rate Building Inspector Hourly Rate Permit Counter Technician .....$45.00 - $55.00 HourlyRate....................................................................._......................._...._._............_...$35.00 Revised 11/04/11 3.5 ON-CALL PROFESSIONAL SERVICES AGREEMENT WITH VCA CODE GROUP FOR BUILDING INSPECTION & PLAN REVIEW SERVICES THIS ON-CALL PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into as of this 1st day of September, 2011, by and between the CITY OF NEWPORT BEACH, a Municipal Corporation ("City"), and VCA CODE GROUP, a California corporation whose address is 2200 West Orangewood Avenue, Suite 155, Orange, California, 92868 ("Consultant"), and is made with reference to the following: RECITALS A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of City. B. City has a need for on-call assistance for building inspection and plan review services. C. City desires to engage Consultant to perform on-call building inspection & plan review services on an as need basis ("Project"). D. Consultant possesses the skill, experience, ability, background, certification and knowledge to provide the services described in this Agreement. E. The principal member of Consultant for purposes of Project shall be Charles Russell. F. City has solicited and received a proposal from Consultant, has reviewed the previous experience and evaluated the expertise of Consultant, and desires to retain Consultant to render professional services under the terms and conditions set forth in this Agreement. NOW, THEREFORE, it is mutually agreed by and between the undersigned Parties as follows: 1. TERM The term of this Agreement shall commence on the above written date, and shall terminate on June 30, 2012, unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED 2.1 Consultant shall provide "On -Call" plan review services as described in the Scope of Services attached hereto as Exhibit A and incorporated herein by reference ("Services"). Upon verbal or written request from the Project Administrator (as defined below in Section 6), Consultant shall provide a letter proposal for Services requested by 3o the City (hereinafter referred to as the 'Letter Proposal"). The Letter Proposal shall include the following: 2.1.1 A detailed description of the Services to be provided; 2.1.2 The position of each person to be assigned to perform the Services, and the name of the individuals to be assigned, if available; and 2.1.3 The estimated number of hours and cost to complete the Services; 2.1.4 The time needed to finish the specific project. 2.2 No Services shall be provided until the Project Administrator has provided written acceptance of the Letter Proposal. Once authorized to proceed, Consultant shall diligently perform the duties in the approved Letter Proposal. 3. TIME OF PERFORMANCE 3.1 Time is of the essence in- the performance of Services under this Agreement and the Services shall be performed to completion in a diligent and timely manner. The failure by Consultant to perform the Services, in a diligent and timely manner may result in termination of this Agreement by City. 3.1.1 Notwithstanding the foregoing, Consultant shall not be responsible for delays due to causes beyond Consultant's reasonable control. However, in the case of any such delay in the Services to be provided for the Project, each party hereby agrees to provide notice to the other party so that all delays can be addressed. 3.1.2 Consultant shall submit all requests for extensions of time for performance in writing to the Project Administrator not later than ten (10) calendar days after the start of the condition that purportedly causes a delay. The Project Administrator shall review all such requests and may grant reasonable time extensions for unforeseeable delays that are beyond Consultant's control. 3.1.3 For all time periods not specifically set forth herein, Consultant shall respond in the most expedient and appropriate manner under the circumstances, by telephone, fax, hand -delivery or mail. 4. COMPENSATION TO CONSULTANT 4.1 City shall pay Consultant for the Services on a time and expense not -to - exceed basis, in accordance with the provisions of this Section and the Schedule of Billing Rates attached hereto as Exhibit B and incorporated herein by reference. 4.2 No rate changes shall be made during the term of this Agreement without the prior written approval of the City. Consultant's compensation for Services performed in accordance with this Agreement, including all reimbursable items and sub - VCA Code Group Page 2 37 consultant fees, shall not exceed the fees identified in the Letter Proposal, as approved by the Project Administrator. Total compensation paid to Consultant during the term of this Agreement shall not exceed One Hundred Thousand Dollars and 001100 . ($100,000.00) without written amendment to the Agreement. 4.2.1 Consultant shall submit monthly invoices to City describing the work performed the preceding month. Consultant's bills shall include the name of the person and/or classification of employee who performed the work, a brief description of the Services performed and/or the specific task in the letter proposal to which it relates, the date the Services were performed, the number of hours spent on all work billed on an hourly basis, and a description of any reimbursable expenditures. City shall pay Consultant no later than thirty (30) days after approval of the monthly invoice by City staff. 4.2.2 City shall reimburse Consultant only for those costs or expenses specifically approved in the Letter Proposal. Unless otherwise approved, such costs shall be limited and include nothing more than the following costs incurred by Consultant: 4.2.2.1 The actual costs of sub -consultants for performance of any of the Services that Consultant agrees to render pursuant to this Agreement and the Letter Proposal, which have been approved in advance by City and awarded in accordance with this Agreement. 4.2.2.2 Approved reproduction charges. 4.2.2.3 Actual costs and/or other costs and/or payments specifically authorized in advance in writing and incurred by Consultant in the performance of this Agreement. 4.2.3 Consultant shall not receive any compensation for Extra Work without the prior written authorization of City. As used herein, "Extra Work" means any work that is determined by City to be necessary for the proper completion of the Project, but which is not included within the Letter Proposal and which the parties did not reasonably anticipate would be necessary. Compensation for any authorized Extra Work shall be paid in accordance with the Schedule of Billing Rates set forth in Exhibit B. 5. PROJECT MANAGER 5.1 Consultant shall designate a Project Manager, who shall coordinate all phases of the Project. This Project Manager shall be available to City at all reasonable times during the Agreement term. Consultant has designated Charles Russell, Vice President to be its Project Manager. Consultant shall not remove or reassign the Project Manager or any personnel listed in Exhibit A or assign any new or replacement personnel to the Project without the prior written consent of City. City's approval shall VCA Code Group Page 3 38 not be unreasonably withheld with respect to the removal or assignment of non -key personnel. 5.2 Consultant, at the sole discretion of City, shall remove from the Project any of its personnel assigned to the performance of Services upon written request of City. Consultant warrants that it will continuously furnish the necessary personnel to complete the Project on a timely basis as contemplated by this Agreement. 5.3 Consultant is performing inspection Services for City, therefore the Project Manager and any other assigned staff shall be equipped with a cellular phone to communicate with City staff. Consultant's cellular phone number will be provided to City. 6. ADMINISTRATION This Agreement will be administered by the City's Community Development Department. Seimone Jurlis, Building Manager, or his designee, shall be the Project Administrator and shall have the authority to act for City under this Agreement. The Project Administrator or an authorized representative shall represent City in all matters pertaining to the Services to be rendered pursuant to this Agreement. CITY'S RESPONSIBILITIES 7.1 In order to assist Consultant in the execution of its responsibilities under this Agreement, City agrees to, where applicable: 7.1.1 Provide access to, and upon request of Consultant, one copy of all existing relevant information on file at City. City will provide all such materials In a timely manner so as not to cause delays in Consultant's work schedule. 7.1.2 Provide usable life of facilities criteria and information with regards to new facilities or facilities to be rehabilitated. 8. STANDARD OF CARE 8.1 All of the Services shall be performed by Consultant or under Consultant's supervision. Consultant represents that it possesses the professional and technical personnel required to perform the Services required by this Agreement, and that it will perform all Services in a manner commensurate with community professional standards. All Services shall be performed by qualified and experienced personnel who are not employed by City, nor have any -contractual relationship with City. By delivery of completed work, Consultant certifies that the work conforms to the requirements of this Agreement and all applicable federal, state and local laws and the professional standard of care. 8.2 Consultant represents and warrants to City that it has or shall obtain all licenses, permits, qualifications, insurance and approvals of whatsoever nature, that are legally required of Consultant to practice its profession. Consultant further represents VCA Code Group Page 4 WV and warrants to City that Consultant shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this Agreement, any and all licenses, permits, insurance and other approvals that are legally required of Consultant to practice its profession. Consultant shall maintain a City of Newport Beach business license during the term of this Agreement. 8.3 Consultant shall not be responsible for delay, nor shall Consultant be responsible for damages or be in default or deemed to be in default by reason of strikes, lockouts, accidents, or acts of God, or the failure of City to furnish timely information or to approve or disapprove Consultant's work promptly, or delay or faulty performance by City, contractors, or.governmental agencies. S. HOLD HARMLESS 9.1 To the fullest extent permitted by law, Consultant shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, agents, volunteers and employees (collectively, the "Indemnified Parties) from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorney's fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims'), which may arise from or in any manner relate (directly or indirectly) to the negligence, recklessness, or willful misconduct of the Consultant or the acts or omissions of its principals, officers, agents, employees, vendors, suppliers, consultants, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable or any or all of them. 9.2 Notwithstanding the foregoing, nothing herein shall be construed to require Consultant to indemnify the Indemnified Parties from any Claim arising from the sole negligence, active negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorney's fees in any action on or to enforce the terms of this Agreement. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by the Consultant. 10. INDEPENDENT CONTRACTOR It is understood that City retains Consultant on an independent contractor basis and Consultant is not an agent or employee of City. The manner and means of conducting the work are under the control of Consultant, except to the extent they are limited by statute, rule or regulation and the expressed terms of this Agreement. Nothing in this Agreement shall be deemed to constitute approval for Consultant or any of Consultant's employees or agents, to be the agents or employees of City. Consultant shall have the responsibility for and control over .the means of performing the work, provided that Consultant is in compliance with the terms of this Agreement. Anything in this Agreement that may appear to give City the right to direct Consultant as to the details of VCA Code Group Page 5 40 the performance or to exercise a measure of control over Consultant shall mean only that Consultant shall follow the desires of City with respect to the results of the Services. 11. COOPERATION Consultant agrees to work closely and cooperate fully with City's designated Project Administrator and any other agencies that may have jurisdiction or interest in the work to be performed. City agrees to cooperate with the Consultant on the Project. 12. CITY POLICY Consultant shall discuss and review all matters relating to policy and project direction with City's Project Administrator in advance of all critical decision points in order to ensure the Project proceeds in a manner consistent with City goals and policies. 13. PROGRESS Consultant is responsible for keeping the Project Administrator and/or his/her duly authorized designee informed on a regular basis regarding the status and progress of the work, activities performed and planned, and any meetings that.have been scheduled or are desired. 14. INSURANCE 14.1 Without limiting Consultant's indemnification of City, and prior to commencement of Work, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. 14.2 Proof of Insurance. Consultant shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation. Insurance certificates and endorsement must be approved by City's Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this contract. City reserves the right to require complete, certified copies of all required insurance policies, at any time. 14.2.1 Consultant shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Work hereunder by Consultant, his agents, representatives, employees or sub -consultants. The cost of such insurance shall be included in Consultant's bid. 14.3 Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the VCA Code Group Page 6 41 latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. 14.4 Coverage Requirements. 14.4.1 Workers' Compensation Coverage. Consultant shall maintain Workers' Compensation Insurance (Statutory Limits) and Employer's Liability Insurance (with limits of at least one million dollars ($1,000,000)) for Consultant's employees in accordance with the laws of the State of California, Section 3700 of the Labor Code In addition, Consultant shall require each subconsultant to similarly maintain Workers' Compensation Insurance and Employer's Liability Insurance in accordance with the laws of the State of California, Section 3700 for all of the sub -consultant's employees. 14.4.2 Any notice of cancellation or non -renewal of all Workers' Compensation policies must be received by City at least thirty (30) calendar days (ten (10) calendar days written notice of non-payment of premium) prior to such change. 14.4.3 Consultant shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents, employees and volunteers. 14.5 General Liability Coverage. Consultant shall maintain commercial general liability insurance in an amount not less than one million dollars ($1,000,000) per occurrence for bodily injury, personal injury, and property damage, including without limitation, blanket contractual liability. 14.6 Automobile Liability Coverage. Consultant shall maintain automobile insurance covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non -owned or rented vehicles, in an amount not less than one million dollars ($1,000,000) combined single limit for each accident. 14.7 Professional Liability (Errors & Omissions) Coverage. Consultant shall maintain professional liability insurance that covers the Services tobe performed in connection with this Agreement, in the minimum amount of one million dollars ($1,000,000) limit per claim and in the aggregate. 14.8 Other Insurance Provisions or Requirements. The policies are to contain, or be endorsed to contain, the following provisions: 14.8.1 Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these requirements to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its sub -consultants. VCA Code Group Page 7 42 14.8.2 Enforcement of Contract Provisions. Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder. 14.8.3 Requirements not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. 14.8.4 Notice of Cancellation. Consultant agrees to oblige its insurance agent or broker and insurers to provide to City with thirty (30).days notice of cancellation (except for nonpayment for which ten (10) days notice is required) or nonrenewal of coverage for each required coverage. 14.8.5 Timely Notice of Claims. Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant's performance under this Agreement. 14.8.6Additional Insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Work. 15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS Except as specifically authorized under this Agreement, the Services to be provided under this Agreement shall not be assigned, transferred contracted or subcontracted out without the prior written approval of City. Any of the following shall be construed as an assignment: The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Consultant, or of the interest of any general partner or joint venturer or syndicate member or cotenant if Consultant is a partnership or joint - venture or syndicate or cotenancy, which shall result in changing the control of Consultant. Control means fifty percent (50%) or more of the voting power, or twenty- five percent (25%) or more of the assets of the corporation, partnership or joint -venture. 16. SUBCONTRACTING The parties recognize that a substantial inducement to City for entering into this Agreement is the professional reputation, experience and competence of Consultant. Assignments of any or all rights, duties or obligations of the Consultant under this Agreement will be permitted only with the express written consent of City. Consultant shall not subcontract any portion of the work to be performed under this Agreement without the written authorization of City. VCA Code Group Page 8 43 17. OWNERSHIP OF DOCUMENTS 17.1 Each and every report, draft, map, record, plan, document and other writing produced (hereinafter "Documents"), prepared or caused to be prepared by Consultant, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall become the exclusive property of City, and City shall have the sole right to use such materials in its discretion without further compensation to Consultant or any other party. Consultant shall, at Consultant's expense, provide such Documents to City upon written request. 17.2 Documents, including drawings and specifications, prepared by Consultant pursuant to this Agreement are not intended or represented to be suitable for reuse by City or others on any other project. Any use of completed documents for other projects and any use of incomplete documents without specific written authorization from Consultant will be at City's sole risk and without liability to Consultant. Further, any and all liability arising out of changes made to Consultant's deliverables under this Agreement by City or persons other than Consultant is waived against Consultant and City assumes full responsibility for such changes unless City has given Consultant prior notice and has received from Consultant written consent for such changes. 18. COMPUTER DELIVERABLES All written documents shall be transmitted to City in formats compatible with Microsoft Office and/or viewable with Adobe Acrobat. CADD data delivered to City shall include the professional stamp of the engineer or architect in charge of or responsible for the work. City agrees that Consultant shall not be liable for claims, liabilities or. losses arising'out of, or connected with (a) the modification or misuse by City, or anyone authorized by City, of CADD data; (b) the decline of accuracy or readability of CADD data due to inappropriate storage conditions or duration; or (c) any use by City, or anyone authorized by City, of CADD data for additions to this Project, for the completion of this Project by others, or for any other Project, excepting only such use as is authorized, in writing, by Consultant. By acceptance of CADD data, City agrees to indemnify Consultant for damages and liability resulting from the modification or misuse of such CADD data. All original drawings shall be submitted to City in the version of AutoCAD used by City in ".dwg" file format on a CD, and should comply with the City s digital submission requirements for Improvement Plans. The City will provide AutoCAD file of City Title Sheets. 19, CONFIDENTIALITY All Documents, including drafts, preliminary drawings or plans, notes and communications that result from the Services In this Agreement, shall be kept confidential unless City authorizes the release of information. VCA Code Group Page 9 .tf 4 20. INTELLECTUAL PROPERTY INDEMNITY The Consultant shall defend and indemnify City, its agents, officers, representatives and employees against liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in Consultant's drawings and specifications provided under this Agreement. 21. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures and disbursements charged to City, for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant to this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City to examine, audit and make transcripts or copies of such records during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 22. WITHHOLDINGS City may withhold payment of any disputed sums until satisfaction of the dispute with respect to such payment. Such withholding shall not be deemed to constitute a failure to pay according to the terms of this Agreement. Consultant shall not discontinue work as a result of such withholding. Consultant shall have an immediate right to appeal to the City Manager or his designee with respect to such disputed sums. Consultant shall be entitled to receive interest on any withheld sums at the rate of return that City earned on its investments during the time period, from the date of withholding of any amounts found to have been improperly withheld. 23. ERRORS AND OMISSIONS In the event of errors or omissions that are due to the negligence or professional inexperience of Consultant which result in expense to City greater than what would have resulted if there were not errors or omissions in the work accomplished by Consultant, the additional design, construction and/or restoration expense shall be bome by Consultant. Nothing in this paragraph is intended to limit City's rights under any other sections of this Agreement. 24. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS City reserves the right to employ other Consultants in connection with the Project. VCA Code Group Page 10 415 25. CONFLICTS OF INTEREST The Consultant or its employees may be subject to.the provisions of the California Political Reform Act of 1974 (the "Act"), which (1) requires such persons to disclose any financial interest that may foreseeably be materially affected by the work performed under this Agreement, and (2) prohibits such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. If subject to the Act, Consultant shall conform to all requirements of the Act. Failure to do so constitutes a material breach and is grounds for termination of this Agreement by City. Consultant shall indemnify and hold harmless City for any and all claims for damages, resulting from Consultant's violation of this Section. 26. NOTICES 26.1 All notices, demands, requests or approvals to be given under the terms of this Agreement shall be given in writing, and conclusively shall be deemed served when delivered personally, or on the third business day after the deposit thereof in the United States mail, postage prepaid, first-class mail, addressed as hereinafter provided. All notices, demands, requests or approvals from Consultant to City shall be addressed to City at: Seimone Jurjis, Building Manager Community Development Department City of Newport Beach PO Box 1768 3300 Newport Boulevard Newport Beach, CA 92658-8915 Phone: (949) 644-3282 Fax: (949) 644-3250 26.2 All notices, demands, requests or approvals from City to Consultant shall be addressed to Consultant at: Charles Russell, CBO VCA Code Group 2200 West Orangewood Avenue, Ste. 155 Orange, CA 92868 Phone: (714) 363-4700 Fax: (714) 363-4747 27. TERMINATION 27.1 In the event that either party fails or refuses to perform any of the provisions of this Agreement at the time and in the manner required, that party shall be deemed in default in the performance of this Agreement. If such default is not cured within a period of two (2) calendar days, or if more than two (2) calendar days are VCA Code Group Page 11 40 reasonably required to cure the default and the defaulting parry fails to give adequate assurance of due performance within two (2) calendar days after receipt of written notice of default, specifying the nature of such default and the steps necessary to cure such default, the non -defaulting party may terminate the Agreement forthwith by giving to the defaulting party written notice thereof. 27.2 Notwithstanding the above provision, City shall have the right, at Its sole discretion and without cause, of terminating this Agreement at any time by giving seven (7) calendar days' prior written notice to Consultant. In the event of termination under this Section, City shall pay Consultant for Services satisfactorily performed and costs incurred up to the effective date of termination for which Consultant has not been previously paid. On the effective date of termination, Consultant shall deliver to City all reports and other information developed or accumulated in the performance of this Agreement, whether in draft or final form. 28. CLAIMS The Consultant and the City expressly agree that in addition to any claims filing requirements set forth in the Agreement, the Consultant shall be required to file any claim the Consultant may have against the City in strict conformance with the Tort Claims Act (Government Code sections 900 et seq.). 29. STANDARD PROVISIONS 29.1 Compliance with all Laws. Consultant shall at its own cost and expense comply with all statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. In addition, all work prepared by Consultant shall conform to applicable City, county, state and federal laws, regulations and permit requirements and be subject to approval of the Project Administrator and City. 29.2 Waiver. A waiver by either party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character. 29.3 Integrated Contract. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the Parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein. 29.4 Conflicts or Inconsistencies. In the event there are any conflicts or inconsistencies between this Agreement and the Scope of Services or any other attachments attached hereto, the terms of this Agreement shall govern. VCA Code Group Page 12 47 29.5 Amendments. This Agreement may be modified or amended only by a written document executed by both Consultant and City and approved as to form by the City Attorney. 29.6 Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 29.7 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of the Agreement or any other rule of construction which might otherwise apply. 29.8 Controlling Law And Venue. The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange. 29.9 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. 29.10 No Attorney's Fees. In the event of any dispute or legal action arising under this Agreement, the prevailing party shall not be entitled to attorney's fees. 29.11 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. VCA Code Group Page 13 M1 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: OFFICE T E CITY ATTORNEY Date: By: Leonie Mulvihill Assistant City Attorney 14T ATTEST: q�I p Date: D 1 By: _O�L Leilani I. Brown City Clerk CITY OF NEWPORT BEACH, A California municipal corporation Date: 6 Dana Smith Assistant City Manager CONSULTANT: VCA CODE GROUP, a California corpora 'on Date: 9' 29 By: tyAo? Tom Van Dorpe President Date: 9-2-7- // By: Robert Chou Vice President/Treasurer ATTACHMENTS: EXHIBIT A - SCOPE OF SERVICES EXHIBIT B - SCHEDULE OF BILLING RATES VCA Code Group Page 14 EXHIBIT A SCOPE OF SERVICES BUILDING PLAN REVIEW SERVICES 1. VCA Code Group will act as an independent agent in supplementing the City's need to provide building inspection services and be required to report on-site at Newport Beach City Hall as directed and perform field inspections as assigned. 2. VCA Code Group shall conduct plan reviews of City's residential, commercial and industrial buildings and structures for compliance with the adopted version of the California Building Code, International Property Maintenance Code, Green Code, Mechanical Code, Plumbing Code, and Electrical Code; The City of Newport Beach Municipal Code; the Accessibility and Energy Conservation requirements as mandated by State Title 24; and all applicable City ordinances. Plan check shall include the initial check, subsequent rechecks, and final review and approval. 3. VCA Code Group shall perform structural design code compliance review and compliance with the submitted Geotechnical Report findings and recommendations and Ground Motion Hazard Analysis findings and recommendations for design and construction. 4. VCA Code Group shall provide written notification to each applicant, consisting of a complete electronically -generated plan check letter which outlines the documents reviewed, instructions to the applicant regarding the processing of documents, and a listing of plan check comments. The plan check comments will refer to appropriate sheets, details or calculations pages and the code section of concern. Comments shall specify the apparent code violation. 5. VCA Code Group shall be available during regular business hours to discuss and clarify plan check issues with applicants, designers, owners and consultants. Resolution of code issues may be performed by telephone, or meetings prior to resubmitting corrected plans and documents. 6. ,VCA Code Group shall attend meetings as requested. 7. VCA Code Group shall review grading plans to assure conformance with City codes, written policies and standard specifications and compliance with the recommendations, specifications and details contained in the submitted soils report and assure that all appropriate details are shown on the plans. Review quantity calculations to assure accuracy and completeness. SD 8. VCA Code Group shall review water quality management plans for compliance with regional model WQMP and verify that grading plans Incorporate WQMP recommendations. 9. VCA Code Group shall review Erosion Control Plans to verify erosion and sedimentation measures comply with the Best Management Practices listed in the Storm Water Pollution Prevention Plans in compliance with NPDES and WQMP requirements. 10. VCA Code Group may be asked to provide these building plan review Services on site at Newport Beach City Hall at the discretion of the City. In these situations VCA Code Group shall receive direction from designated Community Development staff and be required to provide these services in accordance with the Building Department's normal work schedule. On-site work hours shall be determined by Community Development staff and conveyed to VCA Code Group on a bi-weekly basis. 11. VCA Code Group shall ensure that any consultant team members assigned to this project to provide on-site services have previously been vetted through a Department of Justice (DOJ) -compliant background screening process. 12. VCA Code Group shall ensure that any consultant team members assigned to this project for the purposes of providing building plan review services possess relevant education, experience, and proficiency in all areas pertaining to residential and commercial plan review. Assigned consultant team members must also possess a current and valid International Code Council (ICC) "Building Plans Examiner" certificate; registration as a professional engineer is desirable. 13. Plan Review Turn -Around Schedule VCA Code Group shall complete each plan check within the time specified below: First Check: Ten (10) working days from submittal by applicant. Subsequent Checks: Five (5) working days .S1 SCOPE OF SERVICES: BUILDING INSPECTION SERVICES 1. VCA Code Group shall provide inspections of all requested inspections and re - Inspections for compliance with City of Newport Beach Municipal Code and State codes and regulations: California Building Code, International Property Maintenance Code, Plumbing Code, Mechanical Code, Electrical Code, Fire Code, Energy Code, Green Building Standards Code, Disabled Access Regulations, and Title 25; Mobile Home Parks regulations; State Water Resource Control Board regulations related to storm water pollution prevention; Sound Transmission Control regulations; and, locally adopted building ordinances and amendments thereof. 2. VCA Code Group shall maintain all inspection records for all assigned projects, including correction notices and all documentation related to project inspections. 3, VCA Code Group shall coordinate all Inspection and re -inspection requests as assigned. 4, VCA Code Group shall coordinate with the Chief Building Inspector, as appropriate, on discretionary decisions or requests for alternate materials. 5. VCA Code Group shall coordinate with the Chief Building Inspector on all Certificate of Occupancy to ensure that all applicable City regulatory agencies have approved the project. 6. VCA Code Group may be asked to report on-site at Newport Beach City Hall at the discretion of the City. In these situations VCA Code Group shall receive direction from designated Community Development staff and be required to provide building inspection services in accordance with the Building Department's normal work schedule. On-site work hours shall be determined by Community Development staff and conveyed to VCA Code Group on a bi-weekly basis. 7. VCA Code Group shall ensure that any consultant team members Assigned to this project to provide on-site services have previously been vetted through a Department of Justice (DOJ) -compliant background screening process. 8. VCA Code Group shall ensure that any consultant team members assigned to this project for the purposes of providing building inspection services possess relevant education, experience, and proficiency in all areas pertaining to building inspections. Assigned consultant team members must also possess ICC certification as a Combination Building Inspector. 9. Once assigned, consultant team members assigned to this project shall not be substituted without approval from the Chief BuildingInspector or his/her designee. 52 EXHIBIT B FEE SCHEDULE Full Plan Check— Beginning within itia I plan check to final approval. Percentage of Fees Collected.................................................................................................50% Hourly Rate (if no fees are collected)..............................................................................$75.00 Partial Plan Check Percentage of Fees Collected................................................................................................50% Hourly Rate (if no fees are collected)..............................................................................$75.00 Client Consultation at City Hall HourlyRate..........................................................................................................................$75.00 Mileage Reimbursement.........................................................................................................$0.51/mile Building Official . HourlyRate........................................................................................................................$135.00 Building Inspector HourlyRate..........................................................................................................................$45.00 Permit Counter Technician HourlyRate..........................................................................................................................$35.00 53 McDonald, Cristal From: City Clerk's Office H L U t 1 V t—U 7'd�q lo - Sent: Tuesday, July 24, 2012 8:50 PM To: McDonald, Cristal 9p� ''11'' S ppppb� 7 S Subject: FW: Correction to Written Comment e'Y dWkci?�gelk la lterfi�l OFFICE OF THE C CLERK ------------------------------------------- CITf OF',:,'1'1DRTBEACH From: Jim Mosher[SMTP:JIMMOSHER(OYAHOO.COM] Sent: Tuesday, July 24, 2012 8:49:35 PM To: Dept - City Council Cc: City Clerk's Office; Kiff, Dave; Brandt, Kim Subject: Correction to Written Comment on Council Agenda Item 11 Auto forwarded by a Rule Friends, Since I do not want to be a source of misinformation, I need to correct the written comment I submitted earlier today regarding July 24 Agenda Item 11 (Building Inspection outsourcing contract). Kimberly Brandt graciously explained to me after the meeting that I had misread the payment schedule in the Scope of Services. The payment made for building plan checking is 50% of the City's plan check fee *OR* $75/hour -- NOT 50% *PLUS* $75/hour (which considerably affects the economics). Also, although the contract provides an opportunity for outsourcing both *building plan checking*, as I should have understood from the staff it has been used to date only to hire a *building inspector* and my calculation was not relevant to that. Again, I apologize for any confusion my comment may have created. Yours sincerely, Jim Mosher 1 AMENDMENT NO. 2 TO ON-CALL PROFESSIONAL SERVICES AGREEMENT WITH VCA CODE GROUP FOR fh BUILDING INSPECTION AND PLAN REVIEW SERVICES �) THIS AMENDMENT NO. 2 TO PROFESSIONAL SERVICES AGREEMENT ("Amendment No. 2"), is entered into as of this 3A day of JuW2012, by and between the CITY OF NEWPORT BEACH, a California Municipal Corporation ("City"), and VCA Code Group a California corporation whose address is 2200 West Orangewood Avenue, Suite 155, Orange, California 92868 ("Consultant"), and is made with reference to the following: RECITALS: A. On September 1, 2011, City and Consultant entered into a Professional Services Agreement ("Agreement") to perform on-call building inspection and plan review services on an as -needed basis ("Project"). B. On November 21, 2011, City and Consultant entered into Amendment No. 1 to the Agreement ("Amendment No. 1") to revise the rates. C. City desires to enter into this Amendment No. 2 to extend the term of the Agreement D. City and Consultant mutually desire to amend the Agreement, as provided below. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM Section 1 of the Agreement shall be replaced in its entirety with the following: The term of this Agreement shall commence on September 1, 2011 and shall terminate on June 30, 2014, unless terminated earlier as set forth in the Agreement. 2. INSURANCE Section 14 of the Agreement shall be replaced in its entirety with the following: 14.1 Provision of Insurance. Without limiting Consultant's indemnification of City, and prior to commencement of Work, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. Consultant agrees to provide insurance in accordance with requirements set forth here. If Consultant uses existing coverage to comply and that coverage does not meet these requirements, Consultant agrees to amend, supplement or endorse the existing coverage. 14.2 Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. 14.3 Coverage Requirements. 14.3.1 Workers' Compensation Insurance. Consultant shall maintain Workers' Compensation Insurance, statutory limits, and Employer's Liability Insurance with limits of at least one million dollars ($1,000,000) each accident for bodily injury by accident and each employee for bodily injury by disease in accordance with the laws of the State of California. Section 3700 of the Labor Code. 14.3.1.1 Consultant shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents, employees and volunteers. 14.3.2 General Liability Insurance. Consultant shall maintain commercial general liability insurance, and if necessary umbrella liability insurance, with coverage at least as broad as provided by Insurance Services Office form CG 00 01, in an amount not less than one million dollars ($1,000,000) per occurrence, two million dollars ($2,000,000) general aggregate. The policy shall cover liability arising from premises, operations, products -completed operations, personal and advertising injury, and liability assumed under an insured contract (including the tort liability of another assumed in a business contract) with no endorsement or modification limiting the scope of coverage for liability assumed under a contract. 14.3.3 Automobile Liability Insurance. Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non -owned or rented vehicles, in an amount not less than one million dollars ($1,000,000) combined single limit each accident. 14.3.4 Professional Liability (Errors & Omissions) Insurance. Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of one million dollars ($1,000,000) per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this agreement and Consultant agrees to maintain continuous coverage through a period no less than three years after completion of the services required by this agreement. 14.4 Other Insurance Requirements. The policies are to contain, or be endorsed to contain, the following provisions: 14.4.1 Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these requirements to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers from each of its subconsultants. 14.4.2 Additional Insured Status. All liability policies including general liability, excess liability, pollution liability, and automobile liability, but not including professional liability, shall provide or be endorsed to provide that City and its officers, officials, employees, and agents shall be included as insureds under such policies. 14.4.3 Primary and Non Contributory. All liability coverage shall apply on a primary basis and shall not require contribution from any insurance or self-insurance maintained by City. 14.4.4 Notice of Cancellation. All policies shall provide City with thirty (30) days notice of cancellation (except for nonpayment for which ten (10) days notice is required) or nonrenewal of coverage for each required coverage. 14.5 Additional Agreements Between the Parties. The parties hereby agree to the following: 14.5.1 Evidence of Insurance. Consultant shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation and other endorsements as specified herein for each coverage. Insurance certificates and endorsement must be approved by City's Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. City reserves the right to require complete, certified copies of all required insurance policies, at any time. 14.5.2 City's Right to Revise Requirements. The City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving the Consultant sixty (60) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the City and Consultant may renegotiate Consultant's compensation. 14.5.3 Enforcement of Agreement Provisions. Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder. 14.5.4 Requirements not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. 14.5.5 Self-insured Retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these requirements unless approved by City. 14.5.6 City Remedies for Non Compliance If Consultant or any subconsultant fails to provide and maintain insurance as required herein, then City shall have the right but not the obligation, to purchase such insurance, to terminate this agreement, or to suspend Consultant's right to proceed until proper evidence of insurance is provided. Any amounts paid by City shall, at City's sole option, be deducted from amounts payable to Consultant or reimbursed by Consultant upon demand. 14.5.7 Timely Notice of Claims. Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant's performance under this Agreement, and that involve or may involve coverage under any of the required liability policies. 14.5.8 Consultant's Insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Work. 3. INTEGRATED CONTRACT Except as expressly modified herein, all other provisions, terms, and covenants set forth in the Agreement shall remain unchanged and shall be in full force and effect. [SIGNATURES ON NEXT PAGE] IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE By:!/ V m r Aaron C. Harp City Attorney ATTEST: Date: By: 901, � a::-, Leilani I. Brown City Clerk CITY OF NEWPORT BEACH, A California municipal corporation Date: 4;/-2D /7 Z- ''�e�" ' Dana Smith Assistant City Manager CONSULTANT: VCA Code Group, a California corpora ion Date: By: Tom V&rD6rpe President Date: ��- By: Robert Chou Vice President / Treasurer [END OF SIGNATURES] THIS AMENDMENT NO. ONE TO PROFESSIONAL SERVICES AGREEMENT ("Amendment No. One]"), is entered into as of this ZjS+' day of November, 2011, by and between the CITY OF NEWPORT BEACH, a California Municipal Corporation ("City"), and VCA Code Group a California corporation whose address is 2200 West Orangewood Avenue, Suite 155, Orange, California 92868 ("Consultant"), and is made with reference to the following: RECITALS: A. On September 1, 2011, City and Consultant entered into a Professional Services Agreement ("Agreement") to perform on-call building inspection and plan review services on an as -needed basis ("Project"). B. City desires to enter into this Amendment No. One to replace Exhibit B to the Agreement. C. City and Consultant mutually desire to amend the agreement, as provided below. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. COMPENSATION The Fee Schedule attached to the Agreement as Exhibit B shall be replaced with the Fee Schedule attached hereto as Exhibit A and incorporated herein by reference. 2. INTEGRATED CONTRACT Except as expressly modified herein, all other provisions, terms, and covenants set forth in the Agreement shall remain unchanged and shall be in full force and effect. AMENDMENT NO.ONE TO ON-CALL PROFESSIONAL SERVICES AGREEMENT WITH VCA CODE GROUP FOR BUILDING INSPECTION AND PLAN REVIEW SERVICES THIS AMENDMENT NO. ONE TO PROFESSIONAL SERVICES AGREEMENT ("Amendment No. One]"), is entered into as of this ZjS+' day of November, 2011, by and between the CITY OF NEWPORT BEACH, a California Municipal Corporation ("City"), and VCA Code Group a California corporation whose address is 2200 West Orangewood Avenue, Suite 155, Orange, California 92868 ("Consultant"), and is made with reference to the following: RECITALS: A. On September 1, 2011, City and Consultant entered into a Professional Services Agreement ("Agreement") to perform on-call building inspection and plan review services on an as -needed basis ("Project"). B. City desires to enter into this Amendment No. One to replace Exhibit B to the Agreement. C. City and Consultant mutually desire to amend the agreement, as provided below. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. COMPENSATION The Fee Schedule attached to the Agreement as Exhibit B shall be replaced with the Fee Schedule attached hereto as Exhibit A and incorporated herein by reference. 2. INTEGRATED CONTRACT Except as expressly modified herein, all other provisions, terms, and covenants set forth in the Agreement shall remain unchanged and shall be in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. One on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY,'$ OFFICE By: 4A L Aaron &iiarp City Attorney ATTEST: Date: 1' �' zi Vel City Clerk Attachments: Exhibit A —Fee Schedule CITY OF NEWPORT BEACH, A California municipal corporation Date: I 1 11oj vw By: Dana th vJ Assistant City Manager CONSULTANT: VCA Code Group, a California corporation Date: it/I:ZAI By: Tom an Dorpe President Date: Bv: Robert Chou Vice President / Treasurer EXHIBIT A EXHIBIT B FEE SCHEDULE Full Plan Check — Beginning with initial plan check to final approval. Percentage of Fees Collected.................................................................................................50% Hourly Rate (if no fees are collected)..............................................................................$75.00 Partial Plan Check Percentageof Fees Collected................................................................................................50% Hourly Rate (if no fees are collected)..............................................................................$75.00 Client Consultation at City Hall HourlyRate..........................................................................................................................$75.00 Mileage Reimbursement.........................................................................................................$0.51/mile Building Official HourlyRate........................................................................................................................$135.00 Building Inspector Hourly Rate Permit Counter Technician HourlyRate....................................................................................... ......... .....$45.00 - $55.00 ........$35.00 Revised 11/04/11 ON-CALL PROFESSIONAL SERVICES AGREEMENT WITH VCA CODE GROUP FOR BUILDING INSPECTION & PLAN REVIEW SERVICES THIS ON-CALL PROFESSIONAL SERVICES AGREEMENT ("Agreement') is made and entered into as of this 1st day of September, 2011, by and between the CITY OF NEWPORT BEACH, a Municipal Corporation ("City"), and VCA CODE GROUP, a California corporation whose address is 2200 West Orangewood Avenue, Suite 155, Orange, California, 92868 ("Consultant'), and is made with reference to the following: RECITALS A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of City. B. City has a need for on-call assistance for building inspection and plan review services. C. City desires to engage Consultant to perform on-call building inspection & plan review services on an as need basis ("Project'). D. Consultant possesses the skill, experience, ability, background, certification and knowledge to provide the services described in this Agreement. E. The principal member of Consultant for purposes of Project shall be Charles Russell. F. City has solicited and received a proposal from Consultant, has reviewed the previous experience and evaluated the expertise of Consultant, and desires to retain Consultant to render professional services under the terms and conditions set forth in this Agreement. NOW, THEREFORE, it is mutually agreed by and between the undersigned Parties as follows: 1. TERM The term of this Agreement shall commence on the above written date, and shall terminate on June 30, 2012, unless terminated earlier as set forth herein. 'F 1114 M[a]*ake7-3=1111»d0]ZVII:Is] 2.1 Consultant shall provide "On -Call' plan review services as described in the Scope of Services attached hereto as Exhibit A and incorporated herein by reference ("Services"). Upon verbal or written request from the Project Administrator (as defined below in Section 6), Consultant shall provide a letter proposal for Services requested by the City (hereinafter referred to as the "Letter Proposal"). The Letter Proposal shall include the following: 2.1.1 A detailed description of the Services to be provided; 2.1.2 The position of each person to be assigned to perform the Services, and the name of the individuals to be assigned, if available; and 2.1.3 The estimated number of hours and cost to complete the Services; 2.1.4 The time needed to finish the specific project. 2.2 No Services shall be provided until the Project Administrator has provided written acceptance of the Letter Proposal. Once authorized to proceed, Consultant shall diligently perform the duties in the approved Letter Proposal. 3. TIME OF PERFORMANCE 3.1 Time is of the essence in the performance of Services under this Agreement and the Services shall be performed to completion in a diligent and timely manner. The failure by Consultant to perform the Services in a diligent and timely manner may result in termination of this Agreement by City. 3.1.1 Notwithstanding the foregoing, Consultant shall not be responsible for delays due to causes beyond Consultant's reasonable control. However, in the case of any such delay in the Services to be provided for the Project, each party hereby agrees to provide notice to the other party so that all delays can be addressed. 3.1.2 Consultant shall submit all requests for extensions of time for performance in writing to the Project Administrator not later than ten (10) calendar days after the start of the condition that purportedly causes a delay. The Project Administrator shall review all such requests and may grant reasonable time extensions for unforeseeable delays that are beyond Consultant's control. 3.1.3 For all time periods not specifically set forth herein, Consultant shall respond in the most expedient and appropriate manner under the circumstances, by telephone, fax, hand -delivery or mail. 4. COMPENSATION TO CONSULTANT 4.1 City shall pay Consultant for the Services on a time and expense not -to - exceed basis, in accordance with the provisions of this Section and the Schedule of Billing Rates attached hereto as Exhibit B and incorporated herein by reference. 4.2 No rate changes shall be made during the term of this Agreement without the prior written approval of the City. Consultant's compensation for Services performed in accordance with this Agreement, including all reimbursable items and sub - VCA Code Group Page 2 consultant fees, shall not exceed the fees identified in the Letter Proposal, as approved by the Project Administrator. Total compensation paid to Consultant during the term of this Agreement shall not exceed One Hundred Thousand Dollars and 00/100 ($100,000.00) without written amendment to the Agreement. 4.2.1 Consultant shall submit monthly invoices to City describing the work performed the preceding month. Consultant's bills shall include the name of the person and/or classification of employee who performed the work, a brief description of the Services performed and/or the specific task in the letter proposal to which it relates, the date the Services were performed, the number of hours spent on all work billed on an hourly basis, and a description of any- reimbursable expenditures. City shall pay Consultant no later than thirty (30) days after approval of the monthly invoice by City staff. 4.2.2 City shall reimburse Consultant only for those costs or expenses specifically approved in the Letter Proposal. Unless otherwise approved, such costs shall be limited and include nothing more than the following costs incurred by Consultant: 4.2.2.1 The actual costs of sub -consultants for performance of any of the Services that Consultant agrees to render pursuant to this Agreement and the Letter Proposal, which have been approved in advance by City and awarded in accordance with this Agreement. 4.2.2.2 Approved reproduction charges. 4.2.2.3 Actual costs and/or other costs and/or payments specifically authorized in advance in writing and incurred by Consultant in the performance of this Agreement. 4.2.3 Consultant shall not receive any compensation. for Extra Work without the prior written authorization of City. As used herein, "Extra Work" means any work that is determined by City to be necessary for the proper completion of the Project, but which is not included within the Letter Proposal and which the parties did not reasonably anticipate would be necessary. Compensation for any authorized Extra Work shall be paid in accordance with the Schedule of Billing Rates set forth in Exhibit B. 5. PROJECT MANAGER 5.1 Consultant shall designate a Project Manager, who shall coordinate all phases of the Project. This Project Manager shall be available to City at all reasonable times during the Agreement term. Consultant has designated Charles Russell, Vice - President to be its Project Manager. Consultant shall not remove or reassign the Project Manager or any personnel listed in Exhibit A or assign any new or replacement personnel to the Project without the prior written consent of City. City's approval shall VCA Code Group Page 3 not be unreasonably withheld with respect to the removal or assignment of non -key personnel. 512 Consultant, at the sole discretion of City, shall remove from the Project any of its personnel assigned to the performance of Services upon written request of City. Consultant warrants that it will continuously furnish the necessary personnel to complete the Project on a timely basis as contemplated by this Agreement. 5.3 Consultant is performing inspection Services for City, therefore the Project Manager and any other assigned staff shall be equipped with a cellular phone to communicate with City staff. Consultant's cellular phone number will be provided to City. This Agreement will be administered by the City's Community Development Department. Seimone Jurlis, Building Manager, or his designee, shall be the Project Administrator and shall have the authority to act for City under this Agreement. The Project Administrator or an authorized representative shall represent City in all matters pertaining to the Services to be rendered pursuant to this Agreement. 7. CITY'S RESPONSIBILITIES 7.1 In order to assist Consultant in the execution of its responsibilities under this Agreement, City agrees to, where applicable: _7.1.1 Provide access to, and upon request of Consultant, one copy of all existing relevant information on file at City. City will provide all such materials in a timely manner so as not to cause delays in Consultant's work schedule. 7.1.2 Provide usable life of facilities criteria and information with regards to new facilities or facilities to be rehabilitated. 8.1 All of the Services shall be performed by Consultant or under Consultant's supervision. Consultant represents that it possesses the professional and technical personnel required to perform the Services required by this Agreement, and that it will perform all Services in a manner commensurate with community professional standards. All Services shall be performed by qualified and experienced personnel who are not employed by City, nor have any contractual relationship with City. By delivery of completed work, Consultant certifies that the work conforms to the requirements of this Agreement and all applicable federal, state and local laws and the professional standard of care. 8.2 Consultant represents and warrants to City that it has or shall obtain all licenses, permits, qualifications, insurance and approvals of whatsoever nature, that are legally required of Consultant to practice its profession. Consultant further represents VCA Code Group Page 4 and warrants to City that Consultant shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this Agreement, any and all licenses, permits, insurance and other approvals that are legally required of Consultant to practice its profession. Consultant shall maintain a City of Newport Beach business license during the term of this Agreement. 8.3 Consultant shall not be responsible for delay, nor shall Consultant be responsible for damages or be in default or deemed to be in default by reason of strikes, lockouts, accidents, or acts of God, or the failure of City to furnish timely information or to approve or disapprove Consultant's work promptly, or delay or faulty performance by City, contractors, or governmental agencies. 9. HOLD HARMLESS 9.1 To the fullest extent permitted by law, Consultant shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, agents, volunteers and employees (collectively, the "Indemnified Parties) from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorney's fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims"), which may arise from or in any manner relate (directly or indirectly) to the negligence, recklessness, or willful misconduct of the Consultant or the acts or omissions of its principals, officers, agents, employees, vendors, suppliers, consultants, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable or any or all of them. 9.2 Notwithstanding the foregoing, nothing herein shall be construed to require Consultant to indemnify the Indemnified Parties from any Claim arising from the sole negligence, active negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorney's fees in any action on or to enforce the terms of this Agreement. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by the Consultant. 10. INDEPENDENT CONTRACTOR It is understood that City retains Consultant on an independent contractor basis and Consultant is not an agent or employee of City. The manner and means of conducting the work are under the control of Consultant, except to the extent they are limited by statute, rule or regulation and the expressed terms of this Agreement. Nothing in this Agreement shall be deemed to constitute approval for Consultant or any of Consultant's employees or agents, to be the agents or employees of City. Consultant shall have the responsibility for and control over the means of performing the work, provided that Consultant is in compliance with the terms of this Agreement. Anything in this Agreement that may appear to give City the right to direct Consultant as to the details of VCA Code Group Page 5 the performance or to exercise a measure of control over Consultant shall mean only that Consultant shall follow the desires of City with respect to the results of the Services. 11. COOPERATION Consultant agrees to work closely and cooperate fully with City's designated Project Administrator and any other agencies that may have jurisdiction or interest in the work to be performed. City agrees to cooperate with the Consultant on the Project. 12. CITY POLICY Consultant shall discuss and review all matters relating to policy and project direction with City's Project Administrator in advance of all critical decision points in order to ensure the Project proceeds in a manner consistent with City goals and policies. Consultant is responsible for keeping the Project Administrator and/or his/her duly authorized designee informed on a regular basis regarding the status and progress of the work, activities performed and planned, and any meetings that have been scheduled or are desired. 14. INSURANCE 14.1 Without limiting Consultant's indemnification of City, and prior to commencement of Work, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. 14.2 Proof of Insurance. Consultant shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation. Insurance certificates and endorsement must be approved by City's Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this contract. City reserves the right to require complete, certified copies of all required insurance policies, at any time. 14.2.1 Consultant shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Work hereunder by Consultant, his agents, representatives, employees or sub -consultants. The cost of such insurance shall be included in Consultant's bid. 14.3 Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the VCA Code Group Page 6 latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. 14.4 Coverage Requirements, 14.4.1 Workers' Compensation Coverage. Consultant shall maintain Workers' Compensation Insurance (Statutory Limits) and Employer's Liability Insurance (with limits of at least one million dollars ($1,000,000)) for Consultant's employees in accordance with the laws of the State of California, Section 3700 of the Labor Code In addition, Consultant shall require each subconsultant to similarly maintain Workers' Compensation Insurance and Employer's Liability Insurance in accordance with the laws of the State of California, Section 3700 for all of the sub -consultant's employees. 14.4.2 Any notice of cancellation or non -renewal of all Workers' Compensation policies must be received by City at least thirty (30) calendar days (ten (10) calendar days written notice of non-payment of premium) prior to such change. 14.4.3 Consultant shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents, employees and volunteers. 14.5 General Liability Coverage. Consultant shall maintain commercial general liability insurance in an amount not less than one million dollars ($1,000,000) per occurrence for bodily injury, personal injury, and property damage, including without limitation, blanket contractual liability. 14.6 Automobile Liability Coverage. Consultant shall maintain automobile insurance covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non -owned or rented vehicles, in an amount not less than one million dollars ($1,000,000) combined single limit for each accident. 14.7 Professional Liability (Errors & Omissions) Coverage. Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of one million dollars ($1,000;000) limit per claim and in the aggregate. 14.8 Other Insurance Provisions or Requirements. The policies are to contain, or be endorsed to contain, the following provisions: 14.8.1 Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these requirements to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its sub -consultants. VCA Code Group Page 7 14.8.2 Enforcement of Contract Provisions. Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder. 14.8.3 Requirements not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. 14.8.4 Notice of Cancellation. Consultant agrees to oblige its insurance agent or broker and insurers to provide to City with thirty (30) days notice of cancellation (except for nonpayment for which ten (10) days notice is required) or nonrenewal of coverage for each required coverage. 14.8.5 Timely Notice of Claims. Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant's performance under this Agreement. 14.8.6 Additional Insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Work. 15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS Except as specifically authorized under this Agreement, the Services to be provided under this Agreement shall not be assigned, transferred contracted or subcontracted out without the prior written approval of City. Any of the following shall be construed as an assignment: The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Consultant, or of the interest of any general partner or joint venturer or syndicate member or cotenant if Consultant is a partnership or joint - venture or syndicate or cotenancy, which shall result in changing the control of Consultant. Control means fifty percent (50%) or more of the voting power, or twenty- five percent (25%) or more of the assets of the corporation, partnership or joint -venture. 16. SUBCONTRACTING The parties recognize that a substantial inducement to City for entering into this Agreement is the professional reputation, experience and competence of Consultant. Assignments of any or all rights, duties or obligations of the Consultant under this Agreement will be permitted only with the express written consent of City. Consultant shall not subcontract any portion of the work to be performed under this Agreement without the written authorization of City. VCA Code Group Page 8 17. OWNERSHIP OF DOCUMENTS 17.1 Each and every report, draft, map, record, plan, document and other writing produced (hereinafter "Documents"), prepared or caused to be prepared by Consultant, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall become the exclusive property of City, and City shall have the sole right to use such materials in its discretion without further compensation to Consultant or any other party. Consultant shall, at Consultant's expense, provide such Documents to City upon written request. 17.2 Documents, including drawings and specifications, prepared by Consultant pursuant to this Agreement are not intended or represented to be suitable for reuse by City or others on any other project. Any use of completed documents for other projects and any use of incomplete documents without specific written authorization from Consultant will be at City's sole risk and without liability to Consultant. Further, any and all liability arising out of changes made to Consultant's deliverables under this Agreement by City or persons other than Consultant is waived against Consultant and City assumes full responsibility for such changes unless City has given Consultant prior notice and has received from Consultant written consent for such changes. 18. COMPUTER DELIVERABLES All written documents shall be transmitted to City in formats compatible with Microsoft Office and/or viewable with Adobe Acrobat. CADD data delivered to City shall include the professional stamp of the engineer or architect in charge of or responsible for the work. City agrees that Consultant shall not be liable for claims, liabilities or losses arising out of, or connected with (a) the modification or misuse by City, or anyone authorized by City, of CADD data; (b) the decline of accuracy or readability of CADD data due to inappropriate storage conditions or duration; or (c) any use by City, or anyone authorized by City, of CADD data for additions to this Project, for the completion of this Project by others, or for any other Project, excepting only such use as is authorized, in writing, by Consultant. By acceptance of CADD data, City agrees to indemnify Consultant for damages and liability resulting from the modification or misuse of such CADD data. All original drawings shall be submitted to City in the version of AutoCAD used by City in ".dwg" file format on a CD, and should comply with the City's digital submission requirements for Improvement Plans. The City will provide AutoCAD file of City Title Sheets. 19. CONFIDENTIALITY All Documents, including drafts, preliminary drawings or plans, notes and communications that result from the Services in this Agreement, shall be kept confidential unless City authorizes the release of information. VCA Code Group Page 9 20. INTELLECTUAL PROPERTY INDEMNITY The Consultant shall defend and indemnify City, its agents, officers, representatives and employees against liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in Consultant's drawings and specifications provided under this Agreement. 21. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures and disbursements charged to City, for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant to this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City to examine, audit and make transcripts or copies of such records during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 22. VVITHHOLDINGS City may withhold payment of any disputed sums until satisfaction of the dispute with respect to such payment. Such withholding shall not be deemed to constitute a failure to pay according to the terms of this Agreement. Consultant shall not discontinue work as a result of such withholding. Consultant shall have an immediate right to appeal to the City Manager or his designee with respect to such disputed sums. Consultant shall be entitled to receive interest on any withheld sums at the rate of return that City earned on its investments during the time period, from the date of withholding of any amounts found to have been improperly withheld. 23. ERRORS AND OMISSIONS In the event of errors or omissions that are due to the negligence or professional inexperience of Consultant which result in expense to City greater than what would have resulted .if there were not errors or omissions in the work accomplished by Consultant, the additional design, construction and/or restoration expense shall be borne by Consultant. Nothing in this paragraph is intended to limit City's rights under any other sections of this Agreement. 24. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS City reserves the right to employ other Consultants in connection with the Project. VCA Code Group Page 10 25. CONFLICTS OF INTEREST The Consultant or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act"), which (1) requires such persons to disclose any financial interest that may foreseeably be materially affected by the work performed under this Agreement, and (2) prohibits such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. If subject to the Act, Consultant shall conform to all requirements of the Act. Failure to do so constitutes a material breach and is grounds for termination of this Agreement by City. Consultant shall indemnify and hold harmless City for any and all claims for damages resulting from Consultant's violation of this Section. 26. NOTICES 26.1 All notices, demands, requests or approvals to be given under the terms of this Agreement shall be given in writing, and conclusively shall be deemed served when delivered personally, or on the third business day after the deposit thereof in the United States mail, postage prepaid, first-class mail, addressed as hereinafter provided. All notices, demands, requests or approvals from Consultant to City shall be addressed to City at: Seimone Jurjis, Building Manager Community Development Department City of Newport Beach PO Box 1768 3300 Newport Boulevard Newport Beach, CA 92658-8915 Phone: (949) 644-3282 Fax: (949) 644-3250 26.2 All notices, demands, requests or approvals from City to Consultant shall be addressed to Consultant at: Charles Russell, CBO VCA Code Group 2200 West Orangewood Avenue, Ste. 155 Orange, CA 92868 Phone: (714) 363-4700 Fax: (714) 363-4747 27. TERMINATION 27.1 In the event that either party fails or refuses to perform any of the provisions of this Agreement at the time and in the manner required, that party shall be deemed in default in the performance of this Agreement. If such default is not cured within a period of two (2) calendar days, or if more than two (2) calendar days are VCA Code Group Page 11 reasonably required to cure the default and the defaulting party fails to give adequate assurance of due performance within two (2) calendar days after receipt of written notice of default, specifying the nature of such default and the steps necessary to cure such default, the non -defaulting party may terminate the Agreement forthwith by giving to the defaulting party written notice thereof. 27.2 Notwithstanding the above provision, City shall have the right, at its sole discretion and without cause, of terminating this Agreement at any time by giving seven (7) calendar days' prior written notice to Consultant. In the event of termination under this Section, City shall pay Consultant for Services satisfactorily performed and costs incurred up to the effective date of termination for which Consultant has not been previously paid. On the effective date of termination, Consultant shall deliver to City all reports and other information developed or accumulated in the performance of this Agreement, whether in draft or final form. 28. CLAIMS The Consultant and the City expressly agree that in addition to any claims filing requirements set forth in the Agreement, the Consultant shall be required to file any claim the Consultant may have against the City in strict conformance with the Tort Claims Act (Government Code sections 900 et seq.). 29. STANDARD PROVISIONS 29.1 Compliance with all Laws. Consultant shall at its own cost and expense comply with all statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. In addition, all work prepared by Consultant shall conform to applicable City, county, state and federal laws, regulations and permit requirements and be subject to approval of the Project Administrator and City. 29.2 Waiver. A waiver by either party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character. 29.3 Integrated Contract. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the Parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein. 29.4 Conflicts or Inconsistencies. In the event there are any conflicts or inconsistencies between this Agreement and the Scope of Services or any other attachments attached hereto, the terms of this Agreement shall govern. VCA Code Group Page 12 29.5 Amendments. This Agreement may be modified or amended only by a written document executed by both Consultant and City and approved as to form by the City Attorney. 29.6 Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 29.7 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of the Agreement or any other rule of construction which might otherwise apply. 29.8 Controlling Law And Venue. The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange. 29.9 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. 29.10 No Attorney's Fees. In the event of any dispute or legal action arising under this Agreement, the prevailing party shall not be entitled to attorney's fees. 29.11 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. VCA Code Group Page 13 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: OFFICE T E CITY ATTORNEY Date: I 1 Leonie Mulvihill Assistant City Attorney IT ATTEST: Date: Q 1 By: vK'" J Leilani I. Brown City Clerk CITY OF NEWPORT BEACH, A Californimunicipal corporation Date: ? 6 Dana Smith Assistant City Manager CONSULTANT: VCA CODE GROUP, a California corpora�on Date: 29 By: 4J Tom Van Dorpe President Date: 8-2 9- / / By: ,1e� - Robert Chou Vice President/Treasurer ATTACHMENTS: EXHIBIT A- SCOPE OF SERVICES EXHIBIT B - SCHEDULE OF BILLING RATES VCA Code Group Page 14 EXHIBIT A SCOPE OF SERVICES BUILDING PLAN REVIEW SERVICES 1. VCA Code Group will act as an independent agent in supplementing the City's need to provide building inspection services and be required to report on-site at Newport Beach City Hall as directed and perform field inspections as assigned. 2. VCA Code Group shall conduct plan reviews of City's residential, commercial and industrial buildings and structures for compliance with the adopted version of the California Building Code, International Property Maintenance Code, Green Code, Mechanical Code, Plumbing Code, and Electrical Code; The City of Newport Beach Municipal Code; the Accessibility and Energy Conservation requirements as mandated by State Title 24; and all applicable City ordinances. Plan check shall include the initial check, subsequent rechecks, and final review and approval. 3. VCA Code Group shall perform structural design code compliance review and compliance with the submitted Geotechnical Report findings and recommendations and Ground Motion Hazard Analysis findings and recommendations for design and construction. 4. VCA Code Group shall provide written notification to each applicant, consisting of a complete electronically -generated plan check letter which outlines the documents reviewed, instructions to the applicant regarding the processing of documents, and a listing of plan check comments. The plan check comments will refer to appropriate sheets, details or calculations pages and the code section of concern. Comments shall specify the apparent code violation. 5. VCA Code Group shall be available during regular business hours to discuss and clarify plan check issues with applicants, designers, owners and consultants. Resolution of code issues may be performed by telephone, or meetings prior to resubmitting corrected plans and documents. 6. VCA Code Group shall attend meetings as requested. 7. VCA Code Group shall review grading plans to assure conformance with City codes, written policies and standard specifications and compliance with the recommendations, specifications and details contained in the submitted soils report and assure that all appropriate details are shown on the plans. Review quantity calculations to assure accuracy and completeness. 8. VCA Code Group shall review water quality management plans for compliance with regional model WQMP and verify that grading plans incorporate WQMP recommendations. 9. VCA Code Group shall review Erosion Control Plans to verify erosion and sedimentation measures comply with the Best Management Practices listed in the Storm Water Pollution Prevention Plans in compliance with NPDES and WQMP requirements. 10. VCA Code Group may be asked to provide these building plan review Services on site at Newport Beach City Hall at the discretion of the City. In these situations VCA Code Group shall receive direction from designated Community Development staff and be required to provide these services in accordance with the Building Department's normal work schedule. On-site work hours shall be determined by Community Development staff and conveyed to VCA Code Group on a bi-weekly basis. 11. VCA Code Group shall ensure that any consultant team members assigned to this project to provide on-site services have previously been vetted through a Department of Justice (DOJ) -compliant background screening process. 12. VCA Code Group shall ensure that any consultant team members assigned to this project for the purposes of providing building plan review services possess relevant education, experience, and proficiency in all areas pertaining to residential and commercial plan review. Assigned consultant team members must also possess a current and valid International Code Council (ICC) "Building Plans Examiner" certificate; registration as a professional engineer is desirable. 13. Plan Review Turn -Around Schedule VCA Code Group shall complete each plan check within the time specified below: First Check: Ten (10) working days from submittal by applicant. Subsequent Checks: Five (5) working days SCOPE OF SERVICES: BUILDING INSPECTION SERVICES 1. VCA Code Group shall provide inspections of all requested inspections and re - inspections for compliance with City of Newport Beach Municipal Code and State codes and regulations: California Building Code, International Property Maintenance Code, Plumbing Code, Mechanical Code, Electrical Code, Fire Code, Energy Code, Green Building Standards Code, Disabled Access Regulations, and Title 25; Mobile Home Parks regulations; State Water Resource Control Board regulations related to storm water pollution prevention; Sound Transmission Control regulations; and, locally adopted building ordinances and amendments thereof. 2. VCA Code Group shall maintain all inspection records for all assigned projects, including correction notices and all documentation related to project inspections. 3. VCA Code Group shall coordinate all inspection and re -inspection requests as assigned. 4. VCA Code Group shall coordinate with the Chief Building Inspector, as appropriate, on discretionary decisions or requests for alternate materials. 5. VCA Code Group shall coordinate with the Chief Building Inspector on all Certificate of Occupancy to ensure that all applicable City regulatory agencies have approved the project. 6. VCA Code Group may be asked to report on-site at Newport Beach City Hall at the discretion of the City. In these situations VCA Code Group shall receive direction from designated Community Development staff and be required to provide building inspection services in accordance with the Building Department's normal work schedule. On-site work hours shall be determined by Community Development staff and conveyed to VCA Code Group on a bi-weekly basis. 7. VCA Code Group shall ensure that any consultant team members Assigned to this project to provide on-site services have previously been vetted through a Department of Justice (DOJ) -compliant background screening process. 8. VCA Code Group shall ensure that any consultant team members assigned to this project for the purposes of providing building inspection services possess relevant education, experience, and proficiency in all areas pertaining to building inspections. Assigned consultant team members must also possess ICC certification as a Combination Building Inspector. 9. Once assigned, consultant team members assigned to this project shall not be substituted without approval from the Chief Building Inspector or his/her designee. EXHIBIT B FEE SCHEDULE Full Plan Check — Beginning with initial plan check to final approval. Percentage of Fees Collected.................................................................................................50% Hourly Rate (if no fees are collected)..............................................................................$75.00 Partial Plan Check Percentage of Fees Collected.................................................................................................50% Hourly Rate (if no fees are collected)..............................................................................$75.00 Client Consultation at City Hall HourlyRate..........................................................................................................................$75.00 Mileage Reimbursement ....................................... Building Official ...............$0.51/mile HourlyRate........................................................................................................................$135.00 Building Inspector HourlyRate..........................................................................................................................$45.00 Permit Counter Technician HourlyRate..........................................................................................................................$35.00 CERTIFICATE OF INSURANCE CHECKLIST Catty of Newport Beach This checklist is comprised of requirements as outlined by the City of Newport Beach. * Date Received: 8/26/2011 Dept./Contact Received From: Terresa Moritz Date Completed: 8/26/2011 Sent to: Joel By: Joel Company/Person required to have certificate: VCA Code Group I. GENERAL LIABILITY A. INSURANCE COMPANY: Massachusetts Bav Insurance Co. B. AM BEST RATING (A-: VII or greater): A: XIV C. ADMITTED Company (Must be California Admitted): Is Company admitted in California? Yes r No D. LIMITS (Must be $1M or greater): What is limit provided? 51,000,000 E. PRODUCTS AND COMPLETED OPERATIONS (Must include): Is it included? (completed Operations status does not apply to Waste Haulers) Yes NI No F. ADDITIONAL INSURED WORDING TO INCLUDE (The City its officers, officials, employees and volunteers): Is it included? Yes FTNTJ No G. PRIMARY & NON-CONTRIBUTORY WORDING (Must be included): Is it included? Yes N/ No H. CAUTION! (Confirm that loss or liability of the named insured is not limited solely by their negligence) Does endorsement include "solely by negligence" wording? Yes No �X I. NOTIFICATION OF CANCELLATION: Although there is a provision that requires notification of cancellation by certified mail; per Lauren Farley, the City will accept the endeavor wording. New Acord wording II. AUTOMOBILE LIABILITY A. INSURANCE COMPANY: Allmerica Financial Benefit B. AM BEST RATING (A-: VII or greater) A: XIV C. ADMITTED COMPANY (Must be California Admitted): Is Company admitted in California? Yes No 0 D. LIMITS (Must be $1 M min. BI & PD and $500,000 UM, $2M min for Waste Haulers): What are the limits provided? $1,000,000 E. PRIMARY & NON-CONTRIBUTORY WORDING (For Waste Haulers only): Is it included? N/A Yes No F. NOTIFICATION OF CANCELLATION: Although there is a provision that requires notification of cancellation by certified mail; per Lauren Farley, the City will accept the endeavor wording. New Acord Wording III. WORKERS' COMPENSATION A. INSURANCE COMPANY: Hanover American B. AM BEST RATING (A-: VII or greater): A: XIV C. LIMITS: Statutory X D. WAIVER OF SUBROGATION (To include): Is it included? Yes FX No ❑ HAVE ALL ABOVE REQUIREMENTS BEEN MET? IF NO, WHICH ITEMS NEED TO BE COMPLETED? 12[9111*'II Approved: Agent of Alliant Insurance Services Broker of record for the City of Newport Beach August 26, 2011 Date = Requires approval/exception/waiver by Risk Management Comments: Approved: Risk Management Date * Subject to the terms of the contract. Yes EX No E] B&B initials