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HomeMy WebLinkAboutC-4337 - PSA for Building Plan Check Servicesr Professiona;,,$ervice Agreement �j� OQ V anDorpe Chou Associates (\[` _ PED Page - 1 PROFESSIONAL SERVICES AGREEMENT v THIS AGREEMENT, entered into this day of 2003, by and between CITY OF NEWPORT BEACH, a Municipal Corporation (he einafter referred to as "City "), and VANDORPE CHOU ASSOCIATES whose address is 295 Rampart Street, Orange, California, (hereinafter referred to as "Consultant "), 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 engage Consultant to provide Building Plan Check Services upon the terms and conditions contained in this Agreement, C. The principal members of Consultant, are for purpose of this Project, Dan Van Dorpe, Robert Chou, and Neil Evans. D. City has solicited and received a proposal from Consultant, has reviewed the previous experience and evaluated the expertise of Consultant, and desires to contract with Consultant under the terms of conditions provided 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 April 1, 2003, and shall remain in effect for a period of one year. Unless terminated by Section 25, this Agreement may be extended for successive one -year periods on April 1 of each calender year. 2. SERVICES TO BE PERFORMED 2.1 Consultant shall diligently perform all the duties set forth in the scope of services, attached hereto as Exhibit "A" attached hereto and incorporated here in by reference. Professional Service Agreement VanDorpe Chou Associates Page - 2 2.2 All work shall be performed by consultant's employees in its office as indicated herein and no work shall be sub - contracted except as specifically approved in advance by City. 3. COMPENSATION TO CONSULTANT 3.1 City shall pay Consultant for the services in accordance with the provisions of this Section and the scheduled billing rates, attached hereto as Exhibit "B" and incorporated herein by reference. No rate changes shall be made during the term of this Agreement without prior written approval of City. 3.2 Consultant shall maintain accounting records of its billings which includes the name of the employee, type of work performed, times and dates of all work which is billed on an hourly basis and all approved incidental expenses including reproductions, computer printing, postage and mileage. 3.3 Consultant shall submit monthly invoices to City payable by City within thirty (30) days of receipt of invoice subject to the approval of City. 3.4 Consultant shall not receive any compensation for extra work without prior written authorization of City. Any authorized extra compensation shall be paid in accordance with Exhibit "B ". 3.5 City shall reimburse Consultant only for those costs or expenses which have been specifically approved in this Agreement, or specifically approved in advance by City. 4. STANDARD OF PRACTICE 4.1 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 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. Consultant represents and warrants to City that it has or shall obtain all licenses, permits, qualifications and approvals required of its profession. Consultant further represents and warrants that it shall keep in effect all such licenses, permits and other approvals during the term of this Agreement. 5. INDEPENDENT PARTIES City retains Consultant on an independent contractor basis and Consultant is not an 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 e r Professional Service Agreement VanDorpe Chou Associates Page - 3 expressed terms of this Agreement. Nothing in this Agreement shall be deemed to constitute 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 details in means of performing the work provided that Consultant is compliance with the terms of this Agreement. Anything in this Agreement which may appear to give City the right to direct Consultant as to the details of the performance of the services or to exercise a measure of control over Consultant shall mean that Consultant shall follow the desires of City only with respect to the results of the services. 6. COOPERATION I Consultant agrees to work closely and cooperate fully with City's Building Official and any other agencies which may have jurisdiction or interest in the work to be performed. City agrees to cooperate with the Consultant on the Project. 7. PROJECT MANAGER 7.1 Consultant shall assign the Project to 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 Project term. Consultant has designated Neil Evans to be its Project Manager. 7.2 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. 8. TIME OF PERFORMANCE 8.1 Time is of the essence in the performance of the services under this Agreement and the services shall be performed by Consultant in accordance with the schedule specified in Exhibit "A ". The failure by Consultant to strictly adhere to the schedule, may result in termination of this Agreement by City, and the assessment of damages against Consultant for delay. 8.2 For all time periods not specifically set forth herein, Consultant shall respond in the most expedient and appropriate manner under the circumstances, by either telephone, fax, hand delivery or mail. 9. CITY POLICY Consultant will discuss and review all matters relating to policy and project direction with the Project Administrator in advance of all critical decision points in order to ensure that the Project proceeds in a manner consistent with City goals and policies. Professional Service Agreement VanDorpe Chou Associates Page - 4 10. CONFORMANCE TO APPLICABLE REQUIREMENT All work prepared by Consultant shall conform to applicable city, county, state and federal law, regulations and be subject to approval of the Project Administrator and City. 11. PROGRESS Consultant is responsible to keep the City Project Administrator and /or his /her duly authorized designee informed on a regular basis regarding the status and progress of the 1work, activities performed and planned, and any meeting that have been scheduled or are desired. 12. HOLD HARMLESS 12.1 Consultant shall indemnify, defend and hold harmless City and its agents and employees from and against all claims, damages, losses and expenses, including attorney's fees, arising out of or resulting from the Contractor's acts or omissions pursuant to this contract. 13. INSURANCE 13.1 Without limiting consultant's indemnification of City, and prior to commencement of work, Consultant shall obtain and provide and maintain at its own expense during the term of this Agreement policy or policies of liability insurance of the type and amounts described below and satisfactory to City. Certification of all required policies shall be signed by a person authorized by that insurer to bind coverage on its behalf and must be filed with City prior to exercising any right or performing any work pursuant to this Agreement. Except workers compensation and errors and omissions, all insurance policies shall add City, its elected officials, officers, agents, representatives and employees as additional insured for all liability arising from Consultant's services as described herein. 13.2 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 Bests Key Rating Guide: unless otherwise approved by the City Risk Manager. A. Worker's compensation insurance covering all employees and principals of Consultant, per the laws of the State of California. B. Commercial general liability insurance covering third party liability risks, including without limitation, contractual liability, in a minimum amount of $1 million combined single limit per occurrence for bodily injury, personal injury and property damage. If commercial general liability insurance or other form ' L t Professional Service Agreement VanDorpe Chou Associates Page - 5 with a general aggregate is used, either the general aggregate shall apply separately to this Project, or the general aggregate limit shall be twice the occurrence limit. C. Commercial auto liability and property insurance covering any owned and rented vehicles of Consultant in a minimum amount of $1 million combined single limit per accident for bodily injury and property damage. D. Professional errors and omissions insurance which covers the services to be performed in connection with this Agreement in the minimum amount of one million Dollars ($1,000,000). 13.3 Said policy or policies shall be endorsed to state that coverage shall not be canceled by either party, except after thirty (30) days' prior notice has been given in writing to City. Consultant shall give City prompt and timely notice of claim made or suit instituted arising out of Consultant's operation hereunder. 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. 13.4 Consultant agrees that, in the event of loss due to any of the perils for which it has agreed to provide comprehensive general and automotive liability insurance, Consultant shall look solely to its insurance for recovery. Consultant hereby grants to City, on behalf of any insurer providing comprehensive general and automotive liability insurance to either Consultant or City with respect to the services of Consultant herein, a waiver of any right of subrogation which any such insurer of said Consultant may acquire against City by virtue of the payment of any loss under such insurance. 14. PROHIBITION AGAINST TRANSFERS 14.1 Consultant shall not assign, sublease, hypothecate or transfer this Agreement or any for the services to be performed under this Agreement, directly or indirectly, by operation of law or otherwise without prior written consent of City. Any attempt to do so without consent of City shall be null and void. 14.2 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, shall bd construed as an assignment of this Agreement. 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. Professional Service Agreement VanDorpe Chou Associates Page - 6 15. OWNERSHIP OF DOCUMENTS 15.1 Each and every report, draft, work product, map, record and other document reproduced, prepared or caused to be prepared by Consultant pursuant to or in connection with this Agreement shall be the exclusive property of City. 15.2 Consultant shall, at such time and in such form as City may require, furnish reports concerning the status of services required under this Agreement. 116. CITY'S RESPONSIBILITIES In order to assist Consultant in the execution of his responsibilities under this Agreement, City agrees to provide the following: A. Access to, and upon request of Consultant, one copy of all existing record information on file at City. 17. ADMINISTRATION This Agreement will be administered by the Building Department. The Building Official shall be considered the Project Administrator and shall have the authority act for City under this Agreement. The Project Administrator or his /her authorized representative shall represent City in all matters pertaining to the services to be rendered pursuant to this Agreement. 18. 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. 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 normal 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. 19. 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 .n t Professional Service Agreement VanDorpe Chou Associates Page - 7 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 seven percent (7%) per annum from the date of withholding of any amounts found to have been improperly withheld. 20. 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 would have resulted if there were not errors or omissions in the work accomplished by Consultant, Ithe additional plan check expense shall be borne by Consultant. Nothing in this paragraph is intended to limit City's rights under any other sections of this Agreement. 21. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS City reserves the right to employ other consultants in connection with the Project. 22. CONFLICTS OF INTEREST 22.1 The Consultant or its employees are subject to the provisions of the California Political Reform Act of 1974 (the "Act "), which (1) requires such persons to disclose 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. 22.2 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. 23. SUBCONSULTANT AND ASSIGNMENT Except as specifically authorized under this Agreement, the services included in this Agreement shall not be assigned, transferred, contracted or subcontracted without prior written approval of City. 24. NOTICES 24.1 All notices, demands, requests or approvals to be given under 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. ' � r Professional Service Agreement VanDorpe Chou Associates Page - 8 24.2 All notices, demands, requests or approvals from Consultant to City shall be addressed to City at: City of Newport Beach Building Department 3300 Newport Boulevard P. O. Box 1768 Newport Beach, CA, 92658 -8915 (714) 644 -3275 Fax 644 -3350 24.3 All notices, demands, requests or approvals from City to Consultant shall be addressed to Consultant at: Attention: Dan Van Dorpe P.E. VanDorpe Chou Associates 295 Rampart St Orange CA 92868 (714) 978 -9780 Fax 978 -9788 25. TERMINATION 25.1 In the event either part hereto fails or refuses to perform any of the provisions hereof at the time and in the manner required hereunder, that party shall be deemed in default in the performance of this Agreement. If such default is not cured within a period of seven (7) days, or if more than seven (7) days are reasonably required to cure the default and the defaulting party fails to give adequate assurance of due performance within seven (7) days after receipt of written notice of default, specifying the nature of such default and the steps necessary to cure such default, the nondefaulting parry may terminate the Agreement forthwith by giving to the defaulting parry written notice thereof. 25.2 City shall have the option, at its sole discretion and without cause, of terminating this Agreement by giving thirty (30) days' prior written notice to Consultant as provided herein. Upon termination of this Agreement, City shall pay tc the Consultant that portion of compensation specified in this Agreement that is earned and unpaid prior to the effective date of termination. 26. 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. r Professional Service Agreement VanDorpe Chou Associates Page - 9 27. 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. Any modification of this Agreement will be effective only by written execution signed by both City and Consultant. i IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed on the day and year first written above. APPROVED AS TO FORM: Robin Clauson Assistant City Attorney for the City of Newport Beach CITY OF NEWPORT BEACH A Municipal Corporation By: Homer Bludau City Manager for the City of Newport Beach CONSULTANT VANDORPE CHOU ASSOCIATES r Dan Van Dorpe, PE, CBO President Professional Service Agreement VanDorpe Chou Associates Page - 10 EDIT A - SCOPE OF SERVICE 'I'EM OF COMPLETION 1. SCOPE OF SERVICE VCA will provide a complete building plan check for the City as requested by City Project Administrator, including analysis for compliance with the City's adopted uniform codes as follows: ❑ Building code requirements including: Requirements based upon type of occupancy; —+ Requirements based upon type of construction; —+ Engineering regulations including seismic loads; —+ Detailed regulations of construction; —► Fire resistive standards for fire protection; —� Fire and life safety requirements; and Accessibility to the physically handicapped. ❑ National Electrical Code requirements • Uniform Plumbing Code requirements • Title 24 energy conservation compliance • City's amendments to the uniform codes 2. TIME OF COMPLETION TYPE OF PLAN Residential, single - family Residential, multi - family /multi -story Commercial, single -story and tenant improvements Commercial, multi -story Very complex projects (i.e., high -rise buildings) WORKING DAYS INITIAL CHECK RECHECK 10 5 10 5 10 5 14 5 (As agreed by the CITY and CONSULTANT) •. f 1 Professional Service Agreement VanDorpe Chou Associates Page - 11 EXHIBIT B - COMPENSATION 1. COMPREHENSIVE BUILDING PLAN REVIEW For individual building plans: 75 percent of the plan check fee in accordance with the current fee schedule adopted by City Council. This is a comprehensive plan review including compliance to energy standards and t accessibility requirements. For repetitive plan: 15 percent of the plan check fee charged for the first building type. 2. PARTIAL PLAN CHECK AND /OR OTHER WORK Any work not included in the basic services listed above will be performed at a rate in accordance with the following fee schedule. PERSONNEL Hourly Rate Dan Van Dorpe, PE, Principal ........ ............................... $125.00 Robert Chou, SE .................. ............................... $125.00 Tom Van Dorpe, SE . ............... ............................... S125.00 Neil Evans, PE, Project Manager ...... ............................... $110.00 Peter Knowlton, PE ................ ............................... S 90.00 Dorothy Leever,PE ............... ............................... S 90.00 Shahla Soltani, PE ................. ............................... $ 90.00 KenToh,PE ..................... ............................... S 90.00 HueLuu ......................... ............................... S80.00 3. BILLING Invoices will be sent at the end of each month or other date set by the City. Each invoice will indicate the job address, plan check number, valuation, plan check fee in accordance with the City's fee schedule and the fee due to VanDorpe Chou Associates. Professional Service Agreement VanDorpe Chou Associates Page - I PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT, entered into this day of , 2003, by and between CITY OF NEWPORT BEACH, a Municipal Corporation (hereinafter referred to as "City "), and VANpORPE CHOU ASSOCIATES whose address is 295 Rampart Street, Orange, California, (hereinafter referred to as "Consultant "), 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 engage Consultant to provide Building Plan Check Services upon the terms and conditions contained in this Agreement. C. The principal members of Consultant, are for purpose of this Project, Dan Van Dorpe, Robert Chou, and Neil Evans. D. City has solicited and received a proposal from Consultant, has reviewed the previous experience and evaluated the expertise of Consultant, and desires to contract with Consultant under the terms of conditions provided 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 April 1, 2003, and shall remain in effect for a period of one year. Unless terminated by Section 25, this Agreement may be extended for successive one -year periods on April 1 of each calender year. 2. SERVICES TO BE PERFORMED 2.1 Consultant shall diligently perform all the duties set forth in the scope of services, attached hereto as Exhibit "A" attached hereto and incorporated here in by reference. , ,r Professional Service Agreement VanDorpe Chou Associates Page - 2 2.2 All work shall be performed by consultant's employees in its office as indicated herein and no work shall be sub - contracted except as specifically approved in advance by City. 3. COMPENSATION TO CONSULTANT 3.1 City shall pay Consultant for the services in accordance with the provisions of this Section and the scheduled billing rates, attached hereto as Exhibit "B" and incorporated herein by reference. No rate changes shall be trade during the term of this Agreement without prior written approval of City. r 3.2 Consultant shall maintain accounting records of its billings which includes the name of the employee, type of work performed, times and dates of all work which is billed on an hourly basis and all approved incidental expenses including reproductions, computer printing, postage and mileage. 3.3 Consultant shall submit monthly invoices to City payable by City within thirty (30) days of receipt of invoice subject to the approval of City. 3.4 Consultant shall not receive any compensation for extra work without prior written authorization of City. Any authorized extra compensation shall be paid in accordance with Exhibit "B ". 3.5 City shall reimburse Consultant only for those costs or expenses which have been specifically approved in this Agreement, or specifically approved in advance by City. 4. STANDARD OF PRACTICE 4.1 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 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. Consultant represents and warrants to City that it has or shall obtain all licenses, permits, qualifications and approvals required of its profession. Consultant further represents and warrants that it shall keep in effect all such licenses, permits and other approvals during the term of this Agreement. 5. INDEPENDENT PARTIES City retains Consultant on an independent contractor basis and Consultant is not an 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 ' a [ r Professional Service Agreement VanDorpe Chou Associates Page - 3 expressed terms of this Agreement. Nothing in this Agreement shall be deemed to constitute 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 details in means of performing the work provided that Consultant is compliance with the terms of this Agreement. Anything in this Agreement which may appear to give City the right to direct Consultant as to the details of the performance of the services or to exercise a measure of control over Consultant shall mean that Consultant shall follow the desires of City only with respect to the results of the services. 6. COOPERATION Consultant agrees to work closely and cooperate fully with City's Building Official and any other agencies which may have jurisdiction or interest in the work to be performed. City agrees to cooperate with the Consultant on the Project. 7. PROJECT MANAGER 7.1 Consultant shall assign the Project to 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 Project term. Consultant has designated Neil Evans to be its Project Manager. 7.2 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. 8. TIME OF PERFORMANCE 8.1 Time is of the essence in the performance of the services under this Agreement and the services shall be performed by Consultant in accordance with the schedule specified in Exhibit "A ". The failure by Consultant to strictly adhere to the schedule, may result in termination of this Agreement by City, and the assessment of damages against Consultant for delay. 8.2 For all time periods not specifically set forth herein, Consultant shall respond in the most expedient and appropriate manner under the circumstances, by either telephone, fax, hand delivery or mail. 9. CITY POLICY Consultant will discuss and review all matters relating to policy and project direction with the Project Administrator in advance of all critical decision points in order to ensure that the Project proceeds in a manner consistent with City goals and policies. Professional Service Agreement VanDorpe Chou Associates Page - 4 10. CONFORMANCE TO APPLICABLE REQUIREMENT All work prepared by Consultant shall conform to applicable city, county, state and federal law, regulations and be subject to approval of the Project Administrator and City. 11. PROGRESS Consultant is responsible to keep the City Project Administrator and/or his/her duly authorized designee informed on a regular basis regarding the status and progress of the wwork, activities performed and planned, and any meeting that have been scheduled or are desired. 12. HOLD HARMLESS 12.1 Consultant shall indemnify, defend and hold harmless City and its agents and employees from and against all claims, damages, losses and expenses, including attorney's fees, arising out of or resulting from the Contractor's acts or omissions pursuant to this contract. 13. INSURANCE 13.1 Without limiting consultant's indemnification of City, and prior to commencement of work, Consultant shall obtain and provide and maintain at its own expense during the term of this Agreement policy or policies of liability insurance of the type and amounts described below and satisfactory to City. Certification of all required policies shall be signed by a person authorized by that insurer to bind coverage on its behalf and must be filed with City prior to exercising any right or performing any work pursuant to this Agreement. Except workers compensation and errors and omissions, all insurance policies shall add City, its elected officials, officers, agents, representatives and employees as additional insured for all liability arising from Consultant's services as described herein. 13.2 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 Bests Key Rating Guide: unless otherwise approved by the City Risk Manager. A. Worker's compensation insurance covering all employees and principals of Consultant, per the laws of the State of California. B. Commercial general liability insurance covering third party liability risks, including without limitation, contractual liability, in a minimum amount of $1 million combined single limit per occurrence for bodily injury, personal injury and property damage. If commercial general liability insurance or other form Professional Service Agreement VanDorpe Chou Associates Page - 5 with a general aggregate is used, either the general aggregate shall apply separately to this Project, or the general aggregate limit shall be twice the occurrence limit. C. Commercial auto liability and property insurance covering any owned and rented vehicles of Consultant in a minimum amount of $1 million combined single limit per accident for bodily injury and property damage. D. Professional errors and omissions insurance which covers the services to be performed in connection with this Agreement in the minimum amount of one I million Dollars ($1,000,000). 13.3 Said policy or policies shall be endorsed to state that coverage shall not be canceled by either party, except after thirty (30) days' prior notice has been given in writing to City. Consultant shall give City prompt and timely notice of claim made or suit instituted arising out of Consultant's operation hereunder. 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. 13.4 Consultant agrees that, in the event of loss due to any of the perils for which it has agreed to provide comprehensive general and automotive liability insurance, Consultant shall look solely to its insurance for recovery. Consultant hereby grants to City, on behalf of any insurer providing comprehensive general and automotive liability insurance to either Consultant or City with respect to the services of Consultant herein, a waiver of any right of subrogation which any such insurer of said Consultant may acquire against City by virtue of the payment of any loss under such insurance. 14. PROHIBITION AGAINST TRANSFERS 14.1 Consultant shall not assign, sublease, hypothecate or transfer this Agreement or any for the services to be performed under this Agreement, directly or indirectly, by operation of law or otherwise without prior written consent of City. Any attempt to do so without consent of City shall be null and void. 14.2 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, shall be construed as an assignment of this Agreement. 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. Professional Service Agreement VanDorpe Chou Associates Page - 6 15. OWNERSHIP OF DOCUII WMS 15.1 Each and every report, draft, work product, map, record and other document reproduced, prepared or caused to be prepared by Consultant pursuant to or in connection with this Agreement shall be the exclusive property of City. 15.2 Consultant shall, at such time and in such form as City may require, furnish reports concerning the status of services required under this Agreement. 116. CITY'S RESPONSIBILITIES In order to assist Consultant in the execution of his responsibilities under this Agreement, City agrees to provide the following: A. Access to, and upon request of Consultant, one copy of all existing record information on file at City. 17. ADMIMSTRATION This Agreement will be administered by the Building Department. The Building Official shall be considered the Project Administrator and shall have the authority act for City under this Agreement. The Project Administrator or his /her authorized representative shall represent City in all matters pertaining to the services to be rendered pursuant to this Agreement. 18. 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. 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 normal 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. 19. 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 Professional Service Agreement VanDorpe Chou Associates Page - 7 the City Manager or his designee with respect to such disputed sutras. Consultant shall be entitled to receive interest on any withheld sutras at the rate of seven percent (7%) per annum from the date of withholding of any amounts found to have been improperly withheld. 20. ERRORS AND 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 would have resulted if there were not errors or omissions in the work accomplished by Consultant, the additional plan check expense shall be home by Consultant. Nothing in this paragraph is intended to limit City's rights under any other sections of this Agreement. 21. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS City reserves the right to employ other consultants in connection with the Project. 22. CONFLICTS OF INTEREST 22.1 The Consultant or its employees are subject to the provisions of the California Political Reform Act of 1974 (the "Act "), which (1) requires such persons to disclose 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. 22.2 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. 23. SUBCONSULTANT AND ASSIGNMENT Except as specifically authorized under this Agreement, Agreement shall not be assigned, transferred, contracted prior written approval of City. 24. NOTICES the services included in this or subcontracted without 24.1 All notices, demands, requests or approvals to be given under 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. Professional Service Agreement VanDorpe Chou Associates Page - 8 24.2 All notices, demands, requests or approvals from Consultant to City shall be addressed to City at: City of Newport Beach Building Department 3300 Newport Boulevard P. O. Box 1768 Newport Beach, CA, 92658 -8915 (714) 644 -3275 Fax 644 -3350 g4.3 All notices, demands, requests or approvals from City to Consultant shall be addressed to Consultant at: Attention: Dan Van Dorpe P.E. VanDorpe Chou Associates 295 Rampart St Orange CA 92868 (714) 978 -9780 Fax 978 -9788 25. TERNIINATION 25.1 In the event either part hereto fails or refuses to perform any of the provisions hereof at the time and in the manner required hereunder, that party shall be deemed in default in the performance of this Agreement. If such default is not cured within a period of seven (7) days, or if more than seven (7) days are reasonably required to cure the default and the defaulting party fails to give adequate assurance of due performance within seven (7) days after receipt of written notice of default, specifying the nature of such default and the steps necessary to cure such default, the nondefaulting party may terminate the Agreement forthwith by giving to the defaulting party written notice thereof. 25.2 City shall have the option, at its sole discretion and without cause, of terminating this Agreement by giv?pg thirty (30) days' prior written notice to Consultant as provided herein. Upon termination of this Agreement, City shall pay to the Consultant that portion of compensation specified in this Agreement that is earned and unpaid prior to the effective date of termination. 26. 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. 1 t Professional Service Agreement VanDorpe Chou Associates Page - 9 27. 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. Any modification of this Agreement will be effective only by written execution signed by both City and Consultant. I IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed on the day and year first written above. APPROVED AS TO FORM: By: Robin lauson Assistant City Attorney for the City of Newport Beach CITY OF NEWPORT BEACH A Municipal Corporation By: Homer Iftudau City Manager for the City of Newport Beach CONSULTANT VANDORPE CHOU ASSOCIATES By: 4L)a L' - 14 Dan Van Dorpe, PE, CBCV President Professional Service Agreement VanDorpe Chou Associates Page - 10 EIMMIT A - SCOPE OF SERVICE TIME OF COMPLETION 1. SCOPE OF SERVICE VCA will provide a complete building plan check for the City as requested by City Project Administrator, including analysis for compliance with the City's adopted uniform codes as follows: I ❑ Building code requirements including: —+ Requirements based upon type of occupancy; —► Requirements based upon type of construction; -� Engineering regulations including seismic loads; Detailed regulations of construction; Fire resistive standards for fire protection; —+ Fire and life safety requirements; and —+ Accessibility to the physically handicapped. ❑ National Electrical Code requirements ❑ Uniform Plumbing Code requirements ❑ Title 24 energy conservation compliance ❑ City's amendments to the uniform codes 2. TIME OF COMPLETION TYPE OF PLAN Residential, single - family Residential, multi - family /multi -story Commercial, single -story and tenant improvements Commercial, multi -story Very complex projects (i.e., high -rise buildings) WORKING DAYS INITIAL CHECK RECHECK 10 5 10 5 10 5 14 5 (As agreed by the CITY and CONSULTANT) Professional Service Agreement VanDorpe Chou Associates Page - 11 EXHIBIT B - COMPENSATION 1. COMPREHENSIVE BUILDING PLAN REVIEW For individual building plans: 75 percent of the plan check fee in accordance with the current fee schedule adopted by City Council. This is a comprehensive plan review including compliance to energy standards and t accessibility requirements. For repetitive plan: 15 percent of the plan check fee charged for the first building type. 2. PARTIAL PLAN CHECK AND /OR OTHER WORK Any work not included in the basic services listed above will be performed at a rate in accordance with the following fee schedule. PERSONNEL Hourly Rate Dan Van Dorpe, PE, Principal ........ ............................... S125.00 Robert Chou, SE .................. ............................... $125.00 Tom Van Dorpe,SE ............................................... $125.00 Neil Evans, PE, Project Manager.. . .................................. $110.00 Peter Knowlton, PE ................ ............................... $ 90.00 Dorothy Leever,PE ............... ............................... $ 90.00 Shahla Soltani, PE ................. ............................... $ 90.00 Ken Tob,PE ..................... ............................... $ 90.00 HueLuu ... ..... .............. ................................... $ 80.00 3. BILLING Invoices will be sent at the end of each month or other date set by the City. Each invoice will indicate the job address, plan check number, valuation, plan check fee in accordance with the City's fee schedule and the fee due to VanDorpe Chou Associates. AC ,4�4°D„ CERTIFICATE OF LIABILITY INSURANCE a ;;Z,"2°' PRODUCER (949)263 -0606 FAX (949)263 -0906 Complete Insurance•' Inc. California DOI 00437762 1500 Quail St., Suite 410 port Beach, CA 92660 THISCERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE INSURED Vandorpe Chou Associates, Inc. 29S North Rampart Street, Suite A Orange, CA 92868 INSURER A: Lumbermens Mutual Casualty Co. INSURER e: American Manufacturers Mutual INSURER C: American Motorists Ins. Co. MSURER0 (c /o Kemper NSA) INSURER E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT. TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH POLICIES AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ILTp TYPE OF INSURANCE POLICY NUMBER 7E MD AT BU LIMITS A GENERAL LIABILITY X COMMERCIAL GENERAL LIABILITY CLAIMSMADE E) OCCUR 8080863800 07/01/2002 07/01/2003 EACH OCCURRENCE S 11000,000 FIRE DAMAGE (Any one fee) S 500.000 MED EXP(Any we parson) s 10.000 PERSONALaADVMJURY f 1,000 000 GENERAL AGGREGATE S 2,000,000 GENL AGGREGATE LIMIT APPLIES PER, POLICY JECT M LOC PRODUCTS - COMPIOP AGO $ 21000,000 B AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS MIRED AUTOS NoN.owNEDAUros 7HQ33351804 07/01/2002 07/01/2003 COMBINED SINGLE LIMIT (Ea acoeem) f 1.000,000 X BODILY INJURY Ipw pal's) $ % BODILY INJURY (Pro acaieem) f X PROPERTY DAMAGE (Per aweenl) f GARAGE LIABILITY ANY AUTO AUTO ONLY - EA ACCIDENT S OTHER THAN EA ACC AUTO ONLY. AGO $ $ A EXCESS LIABILITY X OCCUR ❑ CLAIMS MADE DEDUCTIBLE RETENTION f 7RO80863900 07/01/2002 07/01/2003 EACH OCCURRENCE f 11000.000 AGGREGATE f 1.000.000 f f 4 C wOaNERS COMPENSATION AND EMPLOYERS'UABILITY CW33351903 07/01/2002 07/01/2003 STAT X I TORY LIMBS ER E.L EACH ACCIDENT f 1,000.000 E.L. DISEASE - EA EMPLOYEE f 1,000,000 E.L. DISEASE - POLICY LIMIT f 11000.000 OTHER DESCRIPTION OF OPERATIONSRACARONSNENICLE &EXCLUSIONS ADDED BY ENDORSENENTISPECIAL PROVISIONS ertificate holder is additional insured as respects general liability but only if required by written ontract with the named insured prior to an occurence and as per coverage form SP7434. Coverage subject to all policy terms and conditions. City of Newport Beach 3300 Newport Blvd. Newport Beach. CA 92660 SHOULD ANY OF THE ABOVE DESCRIBED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILLSBDEXIII)S OD MAIL 30 DAYS WRITTEN NOTICE TOME CERTIFICATE HOLDER NAMED TO THE LEFT. 1{E 0101.Y1fBfTONM X9( OCM X ARCHITECTS AND ENGINEERS PROGRAM ENDORSEMENT THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. INSURED: VanDorpe Chou Associates, Inc. Lumbermen Mutual POLICY NUMBER: 7RDS0863800 Casualty Company POLICY PERIOD: 07/01/02 to 07/01/03 ADDITIONAL INSURED: City of Newport Beach This endorsement modifies insurance provided under the following: BUSINESSOWNERS POLICY C. Waiver of Subrogation: A. Additional Insured: The following is added to the Businessowners Liability Coverage Form, BP 71 08; Item 5. Of Section C. — WHO IS AN INSURED, is deleted and replaced by the following: 5. Additional Insureds— By Contract, Agreement Or Permit Any person or organization to whom or to which you are obligated by virture of a written contract, agreement or permit to provide such insurance as affored by this policy is an insured, but only with respect to liability arising out of: a. "Your work" for that insured by you; b. Permits issued by state or political subdivisions for operations performed by you; or c. Premises you own, rent, occupy or use. This provision does not apply unless the written contract or agreement has been executed, or the permit has been issued, prior to the "bodily injury,' "property damage," "personal injury" or "advertising injury." B. Primary Coverage: With respect to claims arising out of the operations of the Named Insured, such insurance as afforded by this policy is primary and is not additional to or contributing with any other insurance carried by or for the benefit of the above Additional Insureds. Paragraph 2., of the TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US condition, of the Businessowners Common Policy Conditions, BP 71 10, is deleted and replaced by the following: 2. Applicable to Businessowners Liability Coverage: a. If the insured has rights to recover all or part of any payment we have made under this policy, those rights are transferred to us. This insurance shall not be invalidated should the Named Insured waive in writing, prior to a loss, any or all rights of recovery against any party for a loss occurring. However, the insured must do nothing after a loss to impair these rights. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. This condition does not apply to Medical Expenses Coverage. b. After a loss you may waive your rights against another party in writing, only if, at the time of the loss, that party is one of the following: A business firm: 1) Owned or controlled by you; or 2) That owns or controls you. Countersigned by Authorized Representative BP 7434 (Ed. 07 99) Abbreviated Printed in U.S.A. A:C401'D„ CERTIFICATE OF LIABILITY INSURANCE o ; 2/ 002 PRODUCER (949)263- 0606, FAX (949)263 -0906 Complete Insurance, Inc. California 001 #0437762 I'D Guail St., Suite 410 ,ort Beach, CA 92660 THIS CERTIFICATE IS ISSUED ASA MATTER OFINFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE INSURED Vandorpe Chou Associates, Inc. 29S North Rampart Street, Suite A Orange, CA 92866 WSURERA Greenwich Insurance Company INSURER e: (c /o ECS Underwriting, Inc. /XL) INSURER C: INSURER D: INSURER E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW RAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS, IL7R TYPE OF INSURANCE POLICY HUMBER M MMlDDM'N LIMITS GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY CLAIMS MADE Q OCCUR EACH OCCURRENCE S FIRE DAMAGE (Any en* fie) S MED EXP (Arty one person) $ PERSONAL a ADV INJURY S GENERAL AGGREGATE S GEN'L AGGREGATE LUUT APPLIES PER. POLICY PRO JECT LOC PRODUCTS - COMPIOP AGG S AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULEDAUTOS HIRED AUTOS NON -OWNEO AUTOS COMBINED SINGLE LIMIT (Ea =them) S BODILY INJURY (Per person) S BODILY INJURY (Per accidem) S PROPERTY DAMAGE (Per acodwt) S GARAGE LIABILITY ANY AUTO AUTO ONLY - EA ACCIDENT S OTHER THAN FAACC AUTO ONLY AGG $ S EXCESS LIABILITY OCCUR ❑ CLAIMS MADE DEDUCTIBLE RETENTION S EACH OCCURRENCE S AGGREGATE s S $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY TORY LIMITS ER E. L. EACH ACCIDENT S EL DISEASE. EA EMPLOYEE S E L DISEASE - POLICY LIMIT S A OTHER rofeSSional Liability RECO012129 07/01/2002 07/01/2003 $2,000,000 Per Claim 52,000,000 Aggregate DESCRIPTION OF OPERATION SILOCATIONSIVEMCLESIEXCLUSIONS ADDED BY ENOORSEMENTISPECIAL PROVISIONS ' 0 day notice Endt. ENSVSE16S included - 10 day notice applies to non - payment b IMMC I Ir IVA I C mULUCN 1 I ADDITIONAL INSURED- INSURER LETTER %,AN,r CLLJa I NUN City of Newport Beach 3300 Newport Blvd. Newport Beach, CA 92660 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE To MAR SUCH HOME SMALL IMPOSE NO OBLIGATION OR LIABILITY I• ENDORSEMENT # 1 This endorsement, effective 12:01 .a:m., July 1, 2002 forms a part of Policy No. PEC0012128 Issued to VanDorpe Chou Associates, Inc. by Greenwich Insurance Company THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EXTENSION OF NOTICE OF CANCELLATION PERIOD This endorsement modifies insurance provided under the following: CONSULTANT'S ENVIRONMENTAL LIABILITY POLICY PROFESSIONAL AND POLLUTION LIABILITY POLICY In consideration of the indicated adjustment of premium, the NAMED INSURED and the Company agree to the following Policy change(s): Premium (increase /reduction): N/A A 30 day notice of cancellation will be provided to: City of Newport Beach 3300 Newport Blvd. Newport Beach CA 92660 The Notice of Cancellation period above stated shall not be less than the statutorily required period for Cancellation as provided for by law in the State in which this policy is issued to the aforementioned NAMED INSURED. All other terms and conditions remain the same. (Authorized Represe tive) ENSVSE165 (7199)