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Reso 71-2018 (18-323)
City of South San Francisco P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA City Council Resolution: RES 71 -2018 File Number: 18 -323 Enactment Number: RES 71 -2018 RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE FIRE PLAN REVIEW SERVICES AGREEMENTS WITH 1) CSG CONSULTANTS INC., IN AN AMOUNT NOT TO EXCEED $300,000 PER YEAR FOR A TWO YEAR PERIOD, AND 2) WEST COAST CODE CONSULTANTS INC., IN AN AMOUNT NOT TO EXCEED $300,000 PER YEAR FOR A TWO YEAR PERIOD, WITH THE ABILITY TO RENEW FOR AN ADDITIONAL TWO YEARS AT THE CITY'S SOLE DISCRETION. WHEREAS, on November 14, 2017, South San Francisco Fire Department (SSFFD) staff issued a Request for Proposals (RFP) for administrative, plan check and inspection services in the Building Division; and WHEREAS, on December 7, 2017, staff received five (5) consulting proposals for the various professional and specialized requested services; and WHEREAS, South San Francisco Fire Department (SSFFD) and Engineering Division staff reviewed the proposals based on responsiveness to the RFP, experience, references and staff qualifications; and WHEREAS, of the five responses, CSG Consultants, Inc., West Coast Code Consultants, Inc., and 4Leaf, Inc. were the most qualified based on the RFP requirements; and WHEREAS, on March 29, 2018, in- person interviews were conducted by a panel consisting of Fire Department staff and the San Mateo County Central Fire District Fire Marshal; and WHEREAS, staff recommends awarding two consulting services agreements for fire plan review services to (1) CSG Consultants, Inc. in an amount not to exceed $300,000 per year for a two year period, with the ability to renew for a two year period at the City's sole discretion; and (2) West Coast Code Consultants, Inc., in an amount not to exceed $300,000 per year for a two year period, with the ability to renew for a two year period at the City's sole discretion, such agreements are attached hereto and incorporated herein as Exhibit A and B; and WHEREAS, on March 28, 2018, the City Council approved funding for these services for Fiscal Year (FY) 2017 -18 and SSFFD has requested ongoing funding for FY 2018 -19. City of South San Francisco Page 1 File Number. 18 -323 Enactment Number., RES 71 -2018 NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of South San Francisco that the City Council hereby takes the following actions: Approves of the consulting services agreements with CSG Consultants, Inc., and West Coast Code Consultants, Inc. for fire plan review services for the South San Francisco Fire Department in a combined total amount not to exceed $600,000 for each year of the two year contract period. Authorizes the City Manager to execute the consulting services agreements with CSG Consultants, Inc. in an amount not to exceed $300,000 per year for a two year period, attached hereto and incorporated herein as Exhibit A, and with West Coast Code Consultants, Inc. in an amount not to exceed $300,000 per year for a two year contract period, attached hereto and incorporated herein as Exhibit B, and to make any revisions, amendments, or modifications, deemed necessary to carry out the intent of this Resolution which do not materially alter or increase the City's obligations thereunder, subject to review and approval as to form by the City Attorney. Authorizes the City Manager to take any other action consistent with carrying out the intent of this resolution. At a meeting of the City Council on 5/9/2018, a motion was made by Richard Garbarino, seconded by Mark Addiego, that this Resolution be approved. The motion passed. Yes: 4 Mayor Pro Tem Matsumoto, Councilmember Garbarino, Councilmember Gupta, and Councilmember Addiego Excused: 1 Mayor Normandy Attest by— ista Martinelli City of South San Francisco Page 2 Consulting Services Agreement between [Rev:11.14.2016] May 9, 2018 City of South San Francisco and CSG Consultants, Inc. Page 1 of 29 CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF SOUTH SAN FRANCISCO AND CSG CONSULTANTS, INC. THIS AGREEMENT for consulting services is made by and between the City of South San Francisco (“City”) and CSG Consultants, Inc. (“Consultant”) (together sometimes referred to as the “Parties”) as of May 9, 2018 (the “Effective Date”). Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Work attached as Exhibit A, attached hereto and incorporated herein, at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on the Effective Date and shall end on June 30, 2020, the date of completion specified in Exhibit A, and Consultant shall complete the work described in Exhibit A prior to that date with an option to extend for two additional years, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the City’s right to terminate the Agreement, as provided for in Section 8. 1.2 Standard of Performance. Consultant shall perform all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Consultant is engaged in the geographical area in which Consultant practices its profession. Consultant shall prepare all work products required by this Agreement in a substantial, first-class manner and shall conform to the standards of quality normally observed by a person practicing in Consultant's profession. 1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Sections 1.1 and 1.2 above and to satisfy Consultant’s obligations hereunder. Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed three hundred thousand dollars ($300,000) per year for two years, notwithstanding any contrary indications that may be contained in Consultant’s proposal, for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Consultant’s proposal, attached as Exhibit A, or Consultant’s compensation schedule attached as Exhibit B, regarding the amount of compensation, the Agreement shall prevail. City shall pay Consultant for services rendered Consulting Services Agreement between [Rev:11.14.2016] May 9, 2018 City of South San Francisco and CSG Consultants, Inc. Page 2 of 29 pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person. Consultant and City acknowledge and agree that compensation paid by City to Consultant under this Agreement is based upon Consultant’s estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Consultant. Consequently, the parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement. 2.1 Invoices. Consultant shall submit invoices, not more often than once per month during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. Invoices shall contain the following information: Serial identifications of progress bills (i.e., Progress Bill No. 1 for the first invoice, etc.); The beginning and ending dates of the billing period; A task summary containing the original contract amount, the amount of prior billings, the total due this period, the balance available under the Agreement, and the percentage of completion; At City’s option, for each work item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person doing the work, the hours spent by each person, a brief description of the work, and each reimbursable expense; The total number of hours of work performed under the Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing services hereunder, as well as a separate notice when the total number of hours of work by Consultant and any individual employee, agent, or subcontractor of Consultant reaches or exceeds eight hundred (800) hours, which shall include an estimate of the time necessary to complete the work described in Exhibit A; The amount and purpose of actual expenditures for which reimbursement is sought; The Consultant’s signature. 2.2 Monthly Payment. City shall make monthly payments, based on invoices received, for services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have thirty (30) days from the receipt of an invoice that complies with all of the requirements above to pay Consultant. City shall have no obligation to pay invoices submitted ninety (90) days past the performance of work or incurrence of cost. Consulting Services Agreement between [Rev:11.14.2016] May 9, 2018 City of South San Francisco and CSG Consultants, Inc. Page 3 of 29 2.3 Final Payment. City shall pay the last ten percent (10%) of the total sum due pursuant to this Agreement within sixty (60) days after completion of the services and submittal to City of a final invoice, if all services required have been satisfactorily performed. 2.4 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement. In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. 2.5 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the amounts shown on the compensation schedule attached hereto and incorporated herein as Exhibit B. 2.6 Reimbursable Expenses. Reimbursable expenses are specified in EXHIBIT B. Reimbursable expenses shall not exceed those amounts specified in EXHIBIT B. Expenses not listed above are not chargeable to City. Reimbursable expenses are included in the total amount of compensation provided under Section 2 of this Agreement that shall not be exceeded. 2.7 Payment of Taxes, Tax Withholding. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. To be exempt from tax withholding, Consultant must provide City with a valid California Franchise Tax Board form 590 (“Form 590”), as may be amended and such Form 590 shall be attached hereto and incorporated herein as Exhibit D. Unless Consultant provides City with a valid Form 590 or other valid, written evidence of an exemption or waiver from withholding, City may withhold California taxes from payments to Consultant as required by law. Consultant shall obtain, and maintain on file for three (3) years after the termination of this Agreement, Form 590s (or other written evidence of exemptions or waivers) from all subcontractors. Consultant accepts sole responsibility for withholding taxes from any non- California resident subcontractor and shall submit written documentation of compliance with Consultant’s withholding duty to City upon request. . 2.8 Payment upon Termination. In the event that the City or Consultant terminates this Agreement pursuant to Section 8, the City shall compensate the Consultant for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets in order to verify costs incurred to that date. Consulting Services Agreement between [Rev:11.14.2016] May 9, 2018 City of South San Francisco and CSG Consultants, Inc. Page 4 of 29 2.9 Authorization to Perform Services. The Consultant is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator. 2.10 Prevailing Wage. Where applicable, the wages to be paid for a day's work to all classes of laborers, workmen, or mechanics on the work contemplated by this Agreement, shall be not less than the prevailing rate for a day’s work in the same trade or occupation in the locality within the state where the work hereby contemplates to be performed as determined by the Director of Industrial Relations pursuant to the Director’s authority under Labor Code Section 1770, et seq. Each laborer, worker or mechanic employed by Consultant or by any subcontractor shall receive the wages herein provided for. The Consultant shall pay two hundred dollars ($200), or whatever amount may be set by Labor Code Section 1775, as may be amended, per day penalty for each worker paid less than prevailing rate of per diem wages. The difference between the prevailing rate of per diem wages and the wage paid to each worker shall be paid by the Consultant to each worker. An error on the part of an awarding body does not relieve the Consultant from responsibility for payment of the prevailing rate of per diem wages and penalties pursuant to Labor Code Sections 1770 1775. The City will not recognize any claim for additional compensation because of the payment by the Consultant for any wage rate in excess of prevailing wage rate set forth. The possibility of wage increases is one of the elements to be considered by the Consultant. a. Posting of Schedule of Prevailing Wage Rates and Deductions. If the schedule of prevailing wage rates is not attached hereto pursuant to Labor Code Section 1773.2, the Consultant shall post at appropriate conspicuous points at the site of the project a schedule showing all determined prevailing wage rates for the various classes of laborers and mechanics to be engaged in work on the project under this contract and all deductions, if any, required by law to be made from unpaid wages actually earned by the laborers and mechanics so engaged. b. Payroll Records. Each Consultant and subcontractor shall keep an accurate payroll record, showing the name, address, social security number, work week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by the Consultant in connection with the public work. Such records shall be certified and submitted weekly as required by Labor Code Section 1776.” Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement. City shall make available to Consultant only the facilities and equipment listed in this section, and only under the terms and conditions set forth herein. City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consultant’s use while consulting with City employees and reviewing records and Consulting Services Agreement between [Rev:11.14.2016] May 9, 2018 City of South San Francisco and CSG Consultants, Inc. Page 5 of 29 the information in possession of the City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be obligated to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long-distance telephone or other communication charges, vehicles, and reproduction facilities. Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant, at its own cost and expense, unless otherwise specified below, shall procure the types and amounts of insurance listed below against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant and its agents, representatives, employees, and subcontractors. Consistent with the following provisions, Consultant shall provide Certificates of Insurance, attached hereto and incorporated herein as Exhibit C, indicating that Consultant has obtained or currently maintains insurance that meets the requirements of this section and under forms of insurance satisfactory, in all respects, to the City. Consultant shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Consultant's bid. Consultant shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s). 4.1 Workers’ Compensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers’ Compensation Insurance and Employer’s Liability Insurance for any and all persons employed directly or indirectly by Consultant. The Statutory Workers’ Compensation Insurance and Employer’s Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS ($1,000,000) per accident. In the alternative, Consultant may rely on a self-insurance program to meet those requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator (as defined in Section 10.9). The insurer, if insurance is provided, or the Consultant, if a program of self- insurance is provided, shall waive all rights of subrogation against the City and its officers, officials, employees, and volunteers for loss arising from work performed under this Agreement. 4.2 Commercial General and Automobile Liability Insurance. 4.2.1 General requirements. Consultant, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting there from, and damage to property resulting from Consulting Services Agreement between [Rev:11.14.2016] May 9, 2018 City of South San Francisco and CSG Consultants, Inc. Page 6 of 29 activities contemplated under this Agreement, including the use of owned and non- owned automobiles. 4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 or GL 0002 (most recent editions) covering comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (ed. 12/90) Code 8 and 9. No endorsement shall be attached limiting the coverage. 4.2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as a certified endorsement to the policy: a. The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis. b. Any failure of Consultant to comply with reporting provisions of the policy shall not affect coverage provided to City and its officers, employees, agents, and volunteers. 4.3 Professional Liability Insurance. 4.3.1 General requirements. Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000) covering the licensed professionals’ errors and omissions. Any deductible or self-insured retention shall not exceed ONE HUNDRED FIFTY THOUSAND DOLLARS $150,000 per claim. 4.3.2 Claims-made limitations. The following provisions shall apply if the professional liability coverage is written on a claims-made form: a. The retroactive date of the policy must be shown and must be before the date of the Agreement. b. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the Agreement or the work, so long as commercially available at reasonable rates. c. If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the date of this Agreement, Consultant must provide extended reporting coverage for a minimum of five (5) years after completion of the Agreement or the work. The City shall have the right to exercise, at the Consultant’s sole cost and Consulting Services Agreement between [Rev:11.14.2016] May 9, 2018 City of South San Francisco and CSG Consultants, Inc. Page 7 of 29 expense, any extended reporting provisions of the policy, if the Consultant cancels or does not renew the coverage. d. A copy of the claim reporting requirements must be submitted to the City prior to the commencement of any work under this Agreement. 4.4 All Policies Requirements. 4.4.1 Acceptability of insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A:VII. 4.4.2 Verification of coverage. Prior to beginning any work under this Agreement, Consultant shall furnish City with complete copies of all policies delivered to Consultant by the insurer, including complete copies of all endorsements attached to those policies. All copies of policies and certified endorsements shall show the signature of a person authorized by that insurer to bind coverage on its behalf. If the City does not receive the required insurance documents prior to the Consultant beginning work, it shall not waive the Consultant’s obligation to provide them. The City reserves the right to require complete copies of all required insurance policies at any time. 4.4.3 Notice of Reduction in or Cancellation of Coverage. A certified endorsement shall be attached to all insurance obtained pursuant to this Agreement stating that coverage shall not be suspended, voided, canceled by either party, or reduced in coverage or in limits, except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. In the event that any coverage required by this section is reduced, limited, cancelled, or materially affected in any other manner, Consultant shall provide written notice to City at Consultant’s earliest possible opportunity and in no case later than ten (10) working days after Consultant is notified of the change in coverage. 4.4.4 Additional insured; primary insurance. City and its officers, employees, agents, and volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of activities performed by or on behalf of Consultant, including the insured’s general supervision of Consultant; products and completed operations of Consultant, as applicable; premises owned, occupied, or used by Consultant; and automobiles owned, leased, or used by the Consultant in the course of providing services pursuant to this Agreement. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents, or volunteers. A certified endorsement must be attached to all policies stating that coverage is primary insurance with respect to the City and its officers, officials, employees and volunteers, and that no insurance or self-insurance maintained by the City shall be called upon to contribute to a loss under the coverage. Consulting Services Agreement between [Rev:11.14.2016] May 9, 2018 City of South San Francisco and CSG Consultants, Inc. Page 8 of 29 4.4.5 Deductibles and Self-Insured Retentions. Consultant shall disclose to and obtain the approval of City for the self-insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. Further, if the Consultant’s insurance policy includes a self-insured retention that must be paid by a named insured as a precondition of the insurer’s liability, or which has the effect of providing that payments of the self-insured retention by others, including additional insureds or insurers do not serve to satisfy the self- insured retention, such provisions must be modified by special endorsement so as to not apply to the additional insured coverage required by this agreement so as to not prevent any of the parties to this agreement from satisfying or paying the self- insured retention required to be paid as a precondition to the insurer’s liability. Additionally, the certificates of insurance must note whether the policy does or does not include any self-insured retention and also must disclose the deductible. During the period covered by this Agreement, only upon the prior express written authorization of Contract Administrator, Consultant may increase such deductibles or self-insured retentions with respect to City, its officers, employees, agents, and volunteers. The Contract Administrator may condition approval of an increase in deductible or self-insured retention levels with a requirement that Consultant procure a bond, guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them. 4.4.6 Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 4.4.7 Wasting Policy. No insurance policy required by Section 4 shall include a “wasting” policy limit. 4.4.8 Variation. The City may approve a variation in the foregoing insurance requirements, upon a determination that the coverage, scope, limits, and forms of such insurance are either not commercially available, or that the City’s interests are otherwise fully protected. 4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Consultant’s breach: a. Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; Consulting Services Agreement between [Rev:11.14.2016] May 9, 2018 City of South San Francisco and CSG Consultants, Inc. Page 9 of 29 b. Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or c. Terminate this Agreement. Section 5. INDEMNIFICATION AND CONSULTANT’S RESPONSIBILITIES. To the fullest extent permitted by law, Consultant shall indemnify, defend with counsel selected by the City, and hold harmless the City and its officials, officers, employees, agents, and volunteers from and against any and all losses, liability, claims, suits, actions, damages, and causes of action arising out of any personal injury, bodily injury, loss of life, or damage to property, or any violation of any federal, state, or municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct or negligent acts or omissions of Consultant or its employees, subcontractors, or agents, by acts for which they could be held strictly liable, or by the quality or character of their work. The foregoing obligation of Consultant shall not apply when (1) the injury, loss of life, damage to property, or violation of law arises wholly from the gross negligence or willful misconduct of the City or its officers, employees, agents, or volunteers and (2) the actions of Consultant or its employees, subcontractor, or agents have contributed in no part to the injury, loss of life, damage to property, or violation of law. It is understood that the duty of Consultant to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Consultant from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply to any damages or claims for damages whether or not such insurance policies shall have been determined to apply. By execution of this Agreement, Consultant acknowledges and agrees to the provisions of this Section and that it is a material element of consideration. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City. Section 6. STATUS OF CONSULTANT. 6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. All employees or agents of Consultant shall be under the direct supervision and control of Consultant and shall not be directed or controlled in their job performance by City. City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and Consulting Services Agreement between [Rev:11.14.2016] May 9, 2018 City of South San Francisco and CSG Consultants, Inc. Page 10 of 29 all claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. 6.2 Consultant No Agent. Except as City may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent or to bind City to any obligation whatsoever. Section 7. LEGAL REQUIREMENTS. 7.1 Governing Law. The laws of the State of California shall govern this Agreement. 7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with all laws applicable to the performance of the work hereunder. 7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Consultant and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. 7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals, including from City, of what-so-ever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. 7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate, on the basis of a person’s race, religion, color, national origin, age, physical or mental handicap or disability, medical condition, marital status, sex, or sexual orientation, against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Consultant under this Agreement. Consultant shall comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this Agreement, including but not limited to the satisfaction of any positive obligations required of Consultant thereby. Consultant shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement. Consulting Services Agreement between [Rev:11.14.2016] May 9, 2018 City of South San Francisco and CSG Consultants, Inc. Page 11 of 29 Section 8. TERMINATION AND MODIFICATION. 8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant. Consultant may cancel this Agreement for cause upon 30 days’ written notice to City and shall include in such notice the reasons for cancellation. In the event of termination, Consultant shall be entitled to compensation for services performed to the date of notice of termination; City, however, may condition payment of such compensation upon Consultant delivering to City all materials described in Section 9.1. 8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Consultant understands and agrees that, if City grants such an extension, City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. 8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties. 8.4 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant’s unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not assign or subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the proposal, without prior written approval of the Contract Administrator. 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. 8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, City’s remedies shall include, but not be limited to, the following: Consulting Services Agreement between [Rev:11.14.2016] May 9, 2018 City of South San Francisco and CSG Consultants, Inc. Page 12 of 29 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement; 8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant; or 8.6.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work. Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant’s Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Consultant hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties unless required by law. 9.2 Consultant’s Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to the Consultant to this Agreement. 9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of three (3) years after final payment under the Agreement. 9.4 Records Submitted in Response to an Invitation to Bid or Request for Proposals. All responses to a Request for Proposals (RFP) or invitation to bid issued by the City become Consulting Services Agreement between [Rev:11.14.2016] May 9, 2018 City of South San Francisco and CSG Consultants, Inc. Page 13 of 29 the exclusive property of the City. At such time as the City selects a bid, all proposals received become a matter of public record, and shall be regarded as public records, with the exception of those elements in each proposal that are defined by Consultant and plainly marked as “Confidential,” "Business Secret" or “Trade Secret." The City shall not be liable or in any way responsible for the disclosure of any such proposal or portions thereof, if Consultant has not plainly marked it as a "Trade Secret" or "Business Secret," or if disclosure is required under the Public Records Act. Although the California Public Records Act recognizes that certain confidential trade secret information may be protected from disclosure, the City may not be in a position to establish that the information that a prospective bidder submits is a trade secret. If a request is made for information marked "Trade Secret" or "Business Secret," and the requester takes legal action seeking release of the materials it believes does not constitute trade secret information, by submitting a proposal, Consultant agrees to indemnify, defend and hold harmless the City, its agents and employees, from any judgment, fines, penalties, and award of attorneys fees awarded against the City in favor of the party requesting the information, and any and all costs connected with that defense. This obligation to indemnify survives the City's award of the contract. Consultant agrees that this indemnification survives as long as the trade secret information is in the City's possession, which includes a minimum retention period for such documents. Section 10 MISCELLANEOUS PROVISIONS. 10.1 Attorneys’ Fees. If a party to this Agreement brings any action, including arbitration or an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County San Mateo or in the United States District Court for the Northern District of California. 10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. Consulting Services Agreement between [Rev:11.14.2016] May 9, 2018 City of South San Francisco and CSG Consultants, Inc. Page 14 of 29 10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties. 10.6 Use of Recycled Products. Consultant shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. 10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Consultant in a “conflict of interest,” as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq. Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq. Consultant hereby warrants that it is not now, nor has it been in the previous twelve (12) months, an employee, agent, appointee, or official of the City. If Consultant was an employee, agent, appointee, or official of the City in the previous twelve (12) months, Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consultant understands that, if this Agreement is made in violation of Government Code §1090 et.seq., the entire Agreement is void and Consultant will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Consultant will be required to reimburse the City for any sums paid to the Consultant. Consultant understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code § 1090 and, if applicable, will be disqualified from holding public office in the State of California. 10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus group, or interview related to this Agreement, either orally or through any written materials. 10.9 Contract Administration. This Agreement shall be administered by Fire Chief Magallanes ("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee. 10.10 Notices. All notices and other communications which are required or may be given under this Agreement shall be in writing and shall be deemed to have been duly given (i) when received if personally delivered; (ii) when received if transmitted by telecopy, if received during normal business hours on a business day (or if not, the next business day after delivery) provided that such facsimile is legible and that at the time such facsimile is sent the sending Party receives written confirmation of receipt; (iii) if sent for next day delivery to a domestic address by recognized overnight delivery service (e.g., Federal Express); and (iv) upon receipt, if sent by certified or registered mail, return receipt requested. In each case notice shall be sent to the respective Parties as follows: Consulting Services Agreement between [Rev:11.14.2016] May 9, 2018 City of South San Francisco and CSG Consultants, Inc. Page 15 of 29 Consultant CSG Consultants, Inc. 550 Pilgrim Drive Foster City, CA 94404 City: City Clerk City of South San Francisco 400 Grand Avenue South San Francisco, CA 94080 And South San Francisco Fire Department 480 North Canal Street South San Francisco 10.11 Professional Seal. Where applicable in the determination of the contract administrator, the first page of a technical report, first page of design specifications, and each page of construction drawings shall be stamped/sealed and signed by the licensed professional responsible for the report/design preparation. The stamp/seal shall be in a block entitled "Seal and Signature of Registered Professional with report/design responsibility," as in the following example. Seal and Signature of Registered Professional with report/design responsibility. 10.12 Integration. This Agreement, including all Exhibits attached hereto, and incorporated herein, represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral pertaining to the matters herein. 10.13 Counterparts. This Agreement may be executed in counterparts and/or by facsimile or other electronic means, and when each Party has signed and delivered at least one such counterpart, each counterpart shall be deemed an original, and, when taken together with other signed counterpart, shall constitute one Agreement, which shall be binding upon and effective as to all Parties.. 10.14 Construction. The headings in this Agreement are for the purpose of reference only and shall not limit or otherwise affect any of the terms of this Agreement. The parties have had Consulting Services Agreement between [Rev:11.14.2016] May 9, 2018 City of South San Francisco and CSG Consultants, Inc. Page 16 of 29 an equal opportunity to participate in the drafting of this Agreement; therefore any construction as against the drafting party shall not apply to this Agreement. The Parties have executed this Agreement as of the Effective Date. Consulting Services Agreement between [Rev:11.14.2016] May 9, 2018 City of South San Francisco and CSG Consultants, Inc. Page 18 of 29 EXHIBIT A SCOPE OF SERVICES Scope of Work CSG employs a team of professionally certified fire plan reviewers, fire inspectors, fire protection engineers, building plan review engineers, building plan reviewers, building inspectors, certified building officials, and permit technicians to manage building department operations, support front counter procedures, review plans, and inspect structures for code conformance. Our extensive experience in furnishing comprehensive building and fire life safety services to jurisdictions provides a consistent, strong technical foundation to all projects. From cutting edge digital plan review and online plan check status reporting to providing faster-than-scheduled turnaround times, CSG will deliver the highest quality services to the City of South San Francisco Fire Department. Key benefits that we offer include: Concentrated focus on cost‐saving approaches and methods. Because we serve many municipalities and agencies, we are constantly improving and adapting to provide our clients with the most cost-effective services. We share a wealth of recommendations from our varied experience with other communities to help keep our clients’ budgets on-track. Customized, responsive services. We are skilled at assessing time commitments, developing an accurate work plan and applying dedicated, professional personnel. We can quickly fine-tune staffing levels to match or adjust to changes in plan review, inspection and front counter activity—always maintaining the highest level of customer service. We hand pick staff uniquely qualified and experienced to deliver the exact services requested. Fully committed and qualified personnel. We maintain staff fully licensed and certified at the highest level of industry standards. To keep our personnel on the industry’s cutting edge, many serve as popular educational instructors and lecturers as well as sit on leading boards and committees for organizations developing and implementing important code regulations. We also keep up with latest in procedures and use of products, e.g., green building, accessibility, CASp certification requirements, NPDES, MRP, and more. Swift turnarounds and expedited services. With extensive experience in the digital plan review process, our staff excels at providing the speediest turnarounds in the industry. We easily match and more often beat any required timing. Leading‐edge technology with cost‐saving solutions. CSG delivers a suite of digital options for jurisdictions—speedy digital plan reviews including electronic versions of plan comments, an optional, easy-to-use online web application/portal for submittal, tracking and approval of digital plans; and available full scanning and archival services. Environmentally friendly practices. Our corporate policy on sustainability supports a healthy environment, reduces our carbon footprint and promotes environmental stewardship through environmentally preferable purchasing and other sustainability actions. Our digital plan review system encourages the bypass of paper use, and all possible documents at CSG are printed double-sided on recycled, post-consumer content paper. SECTI O N 4 Consulting Services Agreement between [Rev:11.14.2016] May 9, 2018 City of South San Francisco and CSG Consultants, Inc. Page 19 of 29 F IRE P RE V EN T ION S ERV ICE S Our team’s expertise is multi-faceted, gained from extensive experience in fire plan review and inspection. Members of our Fire Prevention Division are recognized for their service on local, state and national code (ICC and NFPA) development committees and advisory groups. We have expertise in a wide range of project types: High‐rise commercial & residential Single family and multi‐family developments Manufacturing plants Specialized technology/industrial High‐pile/rack storage Refrigerated storage Agricultural Comprehensive Solutions to Complex Challenges The extensive and ever-evolving regulations affecting the design and construction of today’s complex buildings require specialized code training, education, and experience, while tight schedules and budgets require movement of plans through the permit process quickly and efficiently yet thoroughly examined and inspected. CSG’s fire prevention team provides: Expeditious code analysis with innovative, expert solutions that meet code requirements— protecting occupants, property and emergency personnel while serving the needs of communities, developers and businesses through reductions in costly redesigns. Collaboration between our Fire Prevention plan review and Fire Protection Engineering staff, providing complete review of alternative means and methods, fire protection systems, and other complex and diverse fire prevention situations. Prompt plan review turnaround times that are further streamlined by the scanning of all plans and use of digital plan review. Customized services, including onsite or on‐call plan review depending on clients’ specific needs. Seamless integration with client agencies consistently implementing their policies and procedures and delivering continuous services to their customers. Fire inspection for all phases of construction and all types of fire protection systems, with expertise to analyze options if deficiencies exist. Rapid inspection response via centralized inspection request scheduling and our personnel’s online access to digital project records. Consulting Services Agreement between [Rev:11.14.2016] May 9, 2018 City of South San Francisco and CSG Consultants, Inc. Page 20 of 29 FIRE PLAN REVIEW SERVICES CSG furnishes fire and life safety, fire department access, fire protection systems and special hazards, plan review for all structures with emphasis on the unique needs and requirements of each of our clients. We are experienced in the special requirements and risks associated with industrial and commercial buildings, single- and multi-family complexes. Our plan review staff carefully review all documents for compliance with applicable building codes, fire codes, standards, industry regulations, and all local ordinances. From digital plan review to meeting turnaround times and assisting in last minute inspection requests, CSG will work with your jurisdiction to deliver quality customer service to both City staff, and to the ultimate client—the citizens and community. CSG will become an active partner with the City, working as an extension of the City in performing the requested scope of services and working closely with the development community and general public. CSG will meet and may provide faster than scheduled turnaround times. Our online project tracking system will keep City staff and the project team informed on the status of the plan review process. All fire plan review and inspection personnel are thoroughly trained and familiar with jurisdictional processes, working within multiple departments, and serving the public. Compliance Standards Our fire plan review staff review plans for compliance with all policy and model codes adopted by the State and local jurisdiction, including but not limited to: California Fire Code California Building Code California Residential Code California Electrical Code California Plumbing Code California Mechanical Code State Historical Building Code California Health and Safety Code California Code of Regulations – Title 19 National Fire Protection Association (NFPA) Standards as published and referenced by the California Fire Code Local adopted ordinances and amendments relative to building, fire, and municipal codes, including project Conditions of Approval from other City departments, divisions, and regulating agencies. Consulting Services Agreement between [Rev:11.14.2016] May 9, 2018 City of South San Francisco and CSG Consultants, Inc. Page 21 of 29 Digital Plan Review CSG began the transition to digital plan review over 17 years ago, leading the consultant field with this ground‐breaking service. All paper plans submitted to CSG are immediately scanned into digital files and stored on CSG’s servers for quick access by both our clients and our plan reviewers. Our plan reviewers furnish electronic versions of their plan comments conforming to each client’s established correction list templates. Plan check comments can be delivered electronically by email or other City approved means, enabling City staff to immediately modify CSG’s checklist for incorporation with other department comments. Upon request, clients can be provided with a set of digitally scanned plans at no cost and including convenient, “green” (paperless) storage of all construction‐related documents. CSG provides industry leading pure digital plan review workflow for those, jurisdictions who request this service. CSG has developed a secure web application for an applicant to submit digital files directly to us, which includes an online portal for the applicant/jurisdiction to retrieve comments and submitted digital files with redlines. This online portal tracks all submittals, including re-submittals until the plans have been approved. Key features of our digital plan review service include: Efficiency. Plans are pushed to plan review staff the same day they are submitted. There is no “bin time.” Simplistic. CSG developed our own web‐based portal to manage the electronic file submittal process. By using a web interface, the applicant is no longer faced with size restrictions on email attachments or required to learn complex FTP settings. Proven. We have provided a digital plan review option to our clients for over 17 years. Non‐Proprietary. CSG’s electronic review process is 100% PDF based with no additional software required to view redlines. Online Plan Check Status CSG offers a convenient service allowing clients to check plan review status and comments online. By logging on to our website, clicking on Plan Check Status, and entering a password, staff as well as authorized applicants, can view each project document and communicate with the plan checker via e- mail or electronic post-a-note. With a password, staff or authorized applicants can download comments from the web upon completion of the plan review. There is no additional cost for this service. Consulting Services Agreement between [Rev:11.14.2016] May 9, 2018 City of South San Francisco and CSG Consultants, Inc. Page 22 of 29 Plans Pickup and Delivery CSG will arrange for pickup and delivery of plans to/from City offices. The pickup and delivery of plans and other materials via CSG staff or an approved alternative service will be provided at no additional cost. Plan Check Comments All plan check comments will be formatted to the City’s established correction list templates. Any additional forms established by the City for alternative methods of construction and/or deviations from requirements will be incorporated into the correction comments and returned with the appropriate recommendations. Plan check comments can be delivered electronically by email or other City approved means. This will enable City staff to immediately modify our checklist for incorporation with other department comments. Standard Turnaround Times CSG works hard to provide the best quality and most timely service in the industry. We pride ourselves in maintaining the requested plan review times for all our clients—even delivering faster than our own deadlines. Our goal is to approve code-complying projects and to successfully and quickly move work through jurisdictional processes. The following are CSG’s proposed plan check turnaround times. CSG will ensure that all building and safety duties and follow-up actions will be performed in a timely and responsive manner. If a review is anticipated to take longer than the maximum turnaround timing, CSG will notify the City representative and negotiate additional time required to ensure an appropriate level of review. REVIEW TURNAROUND TIME First Submittal 10 business days Second Submittal and Subsequent Submittals 10 business days Accelerated Submittal and Subsequent Submittals 5 business days FIRE INSPECTION AND CODE ENFORCEMENT SERVICES Construction Inspection CSG will select qualified, certified candidates for inspection services for City review and approval by the City’s designated representative. We understand the City is looking for experienced, CSFM/ ICC certified (and/or with other appropriate entities in accordance with AB717) inspectors, and will comply. Specific responsibilities include but are not limited to providing inspection services for fire and life safety systems and construction, and maintaining records and files concerning fire permits and code administration documents. We offer fully integrated, multi-disciplined fire inspection services for residential, commercial, and industrial projects, and are experienced in all construction types. Our inspectors ensure compliance with applicable codes and requirements by identifying code violations, offering solutions to Consulting Services Agreement between [Rev:11.14.2016] May 9, 2018 City of South San Francisco and CSG Consultants, Inc. Page 23 of 29 developers, property owners and tenants on potential risks and safety hazards, and by working as a team to correct violations. Our inspection staff easily integrates into client organizations, consistently implementing policies and procedures and remaining transparent to applicants and customers. Code Enforcement Code enforcement is a critical element in the success of fire prevention programs. It plays a major role in fire and life safety inspections, plans review, hazardous materials and environmental investigations, and the issuance of fire prevention permits. CSG’s team of fire service specialists possesses the code knowledge necessary to effectively identify hazards and code violations. We aim to conduct our code enforcement inspections in a manner that best meets the fire prevention goals of our clients. While conducting code enforcement inspections, our fire service specialists serve to educate business and property owners in fire safety by increasing their knowledge and helping to develop or change attitudes towards fire prevention. Continuing Certification and Training We take pride in working with inspectors motivated to achieve the highest level of experience and certification. We work hard to match your jurisdiction’s level of safety and code compliance and understand that personality and customer service are crucial to on-the-job success. All CSG inspectors are ICC and/or CSFM certified and/or possess additional required certifications. In addition, they routinely update their knowledge and skills through specialized training classes and seminar attendance in approved and modern methods, materials, tools and safety used in building inspection, as well as the most current building standards. FIRE MARSHAL SERVICES Amongst CSG’s resources are some of the most highly experienced and credentialed individuals in the fire service industry. Our team members carry a wide-range of qualifications and have served long tenures in the positions of Fire Chief, Division Chief, Battalion Chief, and Fire Marshal. Additionally, our proposed personnel have served in the aforementioned capacities in many neighboring communities. Our proposed Fire Marshal team members will act as a seamless extension of District staff in the capacity of Fire Marshal, and our team’s proximity and familiarity with local laws, policies, and procedures will bring added value to the District. Depending on the District’s needs, CSG’s staff can service the District on a part-time or as needed basis. Our team will professionally and diligently perform the required duties, including, but not limited to: Developing, reviewing and implementing all fire & life safety policies and procedures in accordance with municipal ordinances, state law, and federal laws and regulations; Serving as liaison or representative of the District with other departments, outside agencies, groups, businesses and private citizens; Assisting District personnel in the interpretation of state and local laws and regulations relating to fire prevention; Consulting Services Agreement between [Rev:11.14.2016] May 9, 2018 City of South San Francisco and CSG Consultants, Inc. Page 24 of 29 Validating code questions from the public, businesses, internal departments, and external agencies; Assisting in the development and implementation of goals, objectives, policies, procedures and priorities for fire prevention; Planning, administering, coordinating, executing, supervising and delegating activities relating to fire prevention and inspections; Conducting fire inspections; and Conducting plan reviews to insure compliance with the appropriate codes and ordinances P ERM I T TECHN I C IA N SE RV ICES CSG has highly qualified staff available to provide Permit Technician, Planning Technician and Development Review Technician services. These frontline, first response services are vital to the success of the entire building and safety permit process as they often set the tone for the applicant whether a homeowner, contractor, or architect. CSG handpicks exceptionally qualified personnel with a central focus on operating as an extension of the agency’s team, understanding the importance of exemplary customer service, knowledge of the inner-workings of building departments, and thorough familiarity with the building application and permit process. CSG's permit processing staff is trained in customer service and helping to expedite the permit process. Our staff members are able to perform quick assessments of each customer’s needs and ensure that they are properly served. Our staff is knowledgeable and experienced with permit processing functions including: Providing the public with appropriate forms and handouts Creating permit applications and issuing permits using the County’s software Accepting plans, specifications, structural calculations and energy reports for plan check Routing plans for Plans Examiners to plan check Preparing plan check letters to be sent to applicants Assisting the public with completing applications and other required forms Providing copies of documents when authorized Our permit technicians maintain orderly working environments, including folding or rolling plans, maintaining file integrity, and logging documents in-and-out in an organized manner. They are familiar with State Contractors License Law and ensure that permits are issued to properly licensed contractors. They are also familiar with multiple permit software systems and will quickly gain proficiency with software that has been customized for a particular agency. Consulting Services Agreement between [Rev:11.14.2016] May 9, 2018 City of South San Francisco and CSG Consultants, Inc. Page 25 of 29 AVAILABILITY AND CUSTOMER SERVICE One of CSG’s key functions is to serve as a seamless extension of City staff. We clearly understand the importance of our role in the success of the City and commit to providing its citizens and business partners—residents, architects, engineers, developers, contractors—as well as City staff, the highest level of service. We believe effective communication and excellent customer service are essential to continuing a successful working relationship between the City, CSG, and the development community. Office Hours and Meeting Availability CSG staff is available for applicant inquiries or conferences anytime during regular business hours without charge via telephone; 8:00 AM to 5:00 PM, Monday through Friday. We can easily alter our hours to meet the City’s needs. Evenings and weekends for special events and meetings can be accommodated with 48-hours notice. Messages will be returned within 1 business day of reception. For your convenience, we are also available to meet with City staff, architects, designers and applicants. We recognize the value of pre-design consultation with prospective applicants and are available to provide this service as well. Our staff will be available in person for consultation and meetings with a reasonable lead time. Consulting Services Agreement between [Rev:11.14.2016] May 9, 2018 City of South San Francisco and CSG Consultants, Inc. Page 26 of 29 Additional Terms and Conditions 1. South San Francisco Fire Department will a. Evaluate and choose Fire Plan Check reviewers to ensure consistency in plan reviews the Fire Chief and Fire Marshal upon execution of this agreement. b. Consultant will notify both the Fire Chief and Fire Marshal of anticipated extended absence of reviewers where an alternate reviewer will be assigned. c. The Fire Chief and Fire Marshal will have prior approval of any changes in assigned fire plan reviewer. 2. Communication: a. All communication between consultant and South San Francisco Fire Department will be coordinated through the Fire Marshal. b. Communication between fire permit applicants will be approved on an as needed basis by the Fire Marshal. c. When a fire plan check review also includes a building review that may conflict, the Chief Building Official and Fire Marshal will meet to determine the review process to minimize redundancy and increase consistency. 3. Expedited plans will be completed with 5 days of submittal date. Submittal date shall be the date of the permit application in the City’s permitting system. 4. Staff Development: Consultant will provide quarterly training to Fire Prevention staff related to fire plan reviews as they relate to the National Fire Protection Agency standards. Training may include and is not limited to plan check reviews, state and federal code requirements. Staff trained may consist of Fire Prevention, Operations, Suppression and Training Divisions. Compensation for the instructor will be calculated at $135 per hour. Consulting Services Agreement between [Rev:11.14.2016] May 9, 2018 City of South San Francisco and CSG Consultants, Inc. Page 27 of 29 EXHIBIT B COMPENSATION SCHEDULE Billing Rates/ Cost Schedule CSG’s fee schedule for proposed work is provided in the table below. CSG will coordinate the pickup and return of all plans to CSG via staff or a licensed courier service. This service is provided at no additional cost. Plan review includes initial plan review and two subsequent reviews. Additional reviews will be charged at the appropriate hourly rate indicated below. REVIEW TYPE / ROLE ALL INCLUSIVE FEE Fire Systems Plan Review (Sprinklers & Fire Alarms) 50% of City‐Established Plan Check Fee Base Valuation $1.00 ‐ $50,000 65% of City‐Established Plan Check Fee Base Valuation $50,001 ‐ $500,000 50% of City‐Established Plan Check Fee Base Valuation $500,001 and greater 35% of City‐Established Plan Check Fee Base PERSONNEL ALL INCLUSIVE HOURLY RATE Fire Chief / Fire Marshal $125 Fire Inspector $105 Fire Plan Review $105 Fire Protection Engineer $150 Permit Technician $85 Expedited Plan Review 1.5 x Hourly Rate Overtime/After Hours 1.5 x Hourly Rate All hourly rates include overhead costs including, but not limited to, salaries, benefits, Workers Compensation Insurance, office expenses. Should the scope of work change or circumstances develop which necessitate special handling, we will notify the City prior to proceeding. Annual adjustments may be made by mutual agreement based upon current CPI. CSG will mail an invoice at the beginning of every month for services rendered during the previous month. Consulting Services Agreement between [Rev:11.14.2016] May 9, 2018 City of South San Francisco and CSG Consultants, Inc. Page 28 of 29 EXHIBIT C INSURANCE CERTIFICATES The ACORD name and logo are registered marks of ACORD CERTIFICATE HOLDER © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) AUTHORIZED REPRESENTATIVE CANCELLATION DATE (MM/DD/YYYY)CERTIFICATE OF LIABILITY INSURANCE LOCJECTPRO-POLICY GEN'L AGGREGATE LIMIT APPLIES PER: OCCURCLAIMS-MADE COMMERCIAL GENERAL LIABILITY PREMISES (Ea occurrence)$DAMAGE TO RENTED EACH OCCURRENCE $ MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ $RETENTIONDED CLAIMS-MADE OCCUR $ AGGREGATE $ EACH OCCURRENCE $UMBRELLA LIAB EXCESS LIAB DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) INSRLTR TYPE OF INSURANCE POLICY NUMBER POLICY EFF(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)LIMITS PERSTATUTE OTH-ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT $ $ $ ANY PROPRIETOR/PARTNER/EXECUTIVE If yes, describe underDESCRIPTION OF OPERATIONS below (Mandatory in NH)OFFICER/MEMBER EXCLUDED? WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N AUTOMOBILE LIABILITY ANY AUTO OWNED SCHEDULED HIRED NON-OWNEDAUTOS ONLY AUTOS AUTOS ONLY AUTOS ONLY COMBINED SINGLE LIMIT BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE $ $ $ $ THIS IS TO CERTIFY THAT 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. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSD ADDL WVD SUBR N / A $ $ (Ea accident) (Per accident) OTHER: THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: INSURED PHONE(A/C, No, Ext): PRODUCER ADDRESS:E-MAIL FAX(A/C, No): CONTACTNAME: NAIC # INSURER A : INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : INSURER(S) AFFORDING COVERAGE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 4/17/2018 Arthur J. Gallagher & Co.Insurance Brokers of CA, Inc. LIC #07262931255 Battery Street, Suite 450San Francisco CA 94111 CSG Consultants, Inc.550 Pilgrim DriveFoster City, CA 94404 American Fire and Casualty Company Arch Insurance Company West American Insurance Company Berkshire Hathaway Homestate Insurance 24066 11150 44393 20044 415-536-8617 415-536-8627 CSGCONS-01 2134357759 C Y BKW(18)57695795 12/4/2017 12/4/2018 1,000,000 500,000 5,000 1,000,000 2,000,000 2,000,000 X X X A Y X BAA(18)57695795 12/4/2017 12/4/2018 1,000,000 A X X X 0 USA(18)57695795 12/4/2017 12/4/2018 5,000,000 5,000,000 D N CSWC821833 12/4/2017 12/4/2018 X 1,000,000 1,000,000 1,000,000 Y B Professional Liabilityretro date: 1/1/1991 PAAEP0008802 12/4/2017 12/4/2018 Each ClaimAggregateDeductible: $5,000,000$5,000,000$50,000 re: Consulting Services Agreement as of 5/9/18 for Fire Plan Check Services. City of South San Francisco and its officers, employees,agents and volunteers are included as additional insureds on a Primary & Non-Contributory basis on GL & Auto with 30 Day Notice ofCancellation per attached. Waiver of Subrogation on WC and 30 Day Notice of Cancellation on Professional per attached. Defense onProfessional erodes policy limit. 30 Day Notice of Cancellation on WC is not available. City of South San FranciscoCity Clerk400 Grand AveSouth San Francisco CA 94080USA Consulting Services Agreement between [Rev:11.14.2016] May 9, 2018 City of South San Francisco and CSG Consultants, Inc. Page 29 of 29 EXHIBIT D FORM 590 Consulting Services Agreement between [Rev:11.14.2016] May 9, 2018 City of South San Francisco and West Coast Code Consultants, Inc. Page 1 of 23 CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF SOUTH SAN FRANCISCO AND West Coast Code Consultants, Inc. THIS AGREEMENT for consulting services is made by and between the City of South San Francisco (“City”) and West code Code Consultants, Inc. (“Consultant”) (together sometimes referred to as the “Parties”) as of May 9, 2018 (the “Effective Date”). Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Work attached as Exhibit A, attached hereto and incorporated herein, at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on the Effective Date and shall end on June 30, 2020, the date of completion specified in Exhibit A, and Consultant shall complete the work described in Exhibit A prior to that date with an option to extend for two additional years, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the City’s right to terminate the Agreement, as provided for in Section 8. 1.2 Standard of Performance. Consultant shall perform all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Consultant is engaged in the geographical area in which Consultant practices its profession. Consultant shall prepare all work products required by this Agreement in a substantial, first-class manner and shall conform to the standards of quality normally observed by a person practicing in Consultant's profession. 1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Sections 1.1 and 1.2 above and to satisfy Consultant’s obligations hereunder. Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed three hundred thousand dollars ($300,000), per year for two years, notwithstanding any contrary indications that may be contained in Consultant’s proposal, for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Consultant’s proposal, attached as Exhibit A, or Consultant’s compensation schedule attached as Exhibit B, regarding the amount of compensation, the Agreement shall prevail. City shall pay Consultant for services rendered Exhibit B Consulting Services Agreement between [Rev:11.14.2016] May 9, 2018 City of South San Francisco and West Coast Code Consultants, Inc. Page 2 of 23 pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person. Consultant and City acknowledge and agree that compensation paid by City to Consultant under this Agreement is based upon Consultant’s estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Consultant. Consequently, the parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement. 2.1 Invoices. Consultant shall submit invoices, not more often than once per month during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. Invoices shall contain the following information: Serial identifications of progress bills (i.e., Progress Bill No. 1 for the first invoice, etc.); The beginning and ending dates of the billing period; A task summary containing the original contract amount, the amount of prior billings, the total due this period, the balance available under the Agreement, and the percentage of completion; At City’s option, for each work item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person doing the work, the hours spent by each person, a brief description of the work, and each reimbursable expense; The total number of hours of work performed under the Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing services hereunder, as well as a separate notice when the total number of hours of work by Consultant and any individual employee, agent, or subcontractor of Consultant reaches or exceeds eight hundred (800) hours, which shall include an estimate of the time necessary to complete the work described in Exhibit A; The amount and purpose of actual expenditures for which reimbursement is sought; The Consultant’s signature. 2.2 Monthly Payment. City shall make monthly payments, based on invoices received, for services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have thirty (30) days from the receipt of an invoice that complies with all of the requirements above to pay Consultant. City shall have no obligation to pay invoices submitted ninety (90) days past the performance of work or incurrence of cost. 2.3 Final Payment. City shall pay the last ten percent (10%) of the total sum due pursuant to this Agreement within sixty (60) days after completion of the services and submittal to City of a final invoice, if all services required have been satisfactorily performed. Consulting Services Agreement between [Rev:11.14.2016] May 9, 2018 City of South San Francisco and West Coast Code Consultants, Inc. Page 3 of 23 2.4 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement. In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. 2.5 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the amounts shown on the compensation schedule attached hereto and incorporated herein as Exhibit B. 2.6 Reimbursable Expenses. Reimbursable expenses are specified in EXHIBIT B. Reimbursable expenses shall not exceed those amounts specified in EXHIBIT B. Expenses not listed above are not chargeable to City. Reimbursable expenses are included in the total amount of compensation provided under Section 2 of this Agreement that shall not be exceeded. 2.7 Payment of Taxes, Tax Withholding. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. To be exempt from tax withholding, Consultant must provide City with a valid California Franchise Tax Board form 590 (“Form 590”), as may be amended and such Form 590 shall be attached hereto and incorporated herein as Exhibit D. Unless Consultant provides City with a valid Form 590 or other valid, written evidence of an exemption or waiver from withholding, City may withhold California taxes from payments to Consultant as required by law. Consultant shall obtain, and maintain on file for three (3) years after the termination of this Agreement, Form 590s (or other written evidence of exemptions or waivers) from all subcontractors. Consultant accepts sole responsibility for withholding taxes from any non- California resident subcontractor and shall submit written documentation of compliance with Consultant’s withholding duty to City upon request. . 2.8 Payment upon Termination. In the event that the City or Consultant terminates this Agreement pursuant to Section 8, the City shall compensate the Consultant for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets in order to verify costs incurred to that date. 2.9 Authorization to Perform Services. The Consultant is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator. Consulting Services Agreement between [Rev:11.14.2016] May 9, 2018 City of South San Francisco and West Coast Code Consultants, Inc. Page 4 of 23 2.10 Prevailing Wage. Where applicable, the wages to be paid for a day's work to all classes of laborers, workmen, or mechanics on the work contemplated by this Agreement, shall be not less than the prevailing rate for a day’s work in the same trade or occupation in the locality within the state where the work hereby contemplates to be performed as determined by the Director of Industrial Relations pursuant to the Director’s authority under Labor Code Section 1770, et seq. Each laborer, worker or mechanic employed by Consultant or by any subcontractor shall receive the wages herein provided for. The Consultant shall pay two hundred dollars ($200), or whatever amount may be set by Labor Code Section 1775, as may be amended, per day penalty for each worker paid less than prevailing rate of per diem wages. The difference between the prevailing rate of per diem wages and the wage paid to each worker shall be paid by the Consultant to each worker. An error on the part of an awarding body does not relieve the Consultant from responsibility for payment of the prevailing rate of per diem wages and penalties pursuant to Labor Code Sections 1770 1775. The City will not recognize any claim for additional compensation because of the payment by the Consultant for any wage rate in excess of prevailing wage rate set forth. The possibility of wage increases is one of the elements to be considered by the Consultant. a. Posting of Schedule of Prevailing Wage Rates and Deductions. If the schedule of prevailing wage rates is not attached hereto pursuant to Labor Code Section 1773.2, the Consultant shall post at appropriate conspicuous points at the site of the project a schedule showing all determined prevailing wage rates for the various classes of laborers and mechanics to be engaged in work on the project under this contract and all deductions, if any, required by law to be made from unpaid wages actually earned by the laborers and mechanics so engaged. b. Payroll Records. Each Consultant and subcontractor shall keep an accurate payroll record, showing the name, address, social security number, work week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by the Consultant in connection with the public work. Such records shall be certified and submitted weekly as required by Labor Code Section 1776.” Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement. City shall make available to Consultant only the facilities and equipment listed in this section, and only under the terms and conditions set forth herein. City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consultant’s use while consulting with City employees and reviewing records and the information in possession of the City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be obligated to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long-distance telephone or other communication charges, vehicles, and reproduction facilities. Consulting Services Agreement between [Rev:11.14.2016] May 9, 2018 City of South San Francisco and West Coast Code Consultants, Inc. Page 5 of 23 Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant, at its own cost and expense, unless otherwise specified below, shall procure the types and amounts of insurance listed below against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant and its agents, representatives, employees, and subcontractors. Consistent with the following provisions, Consultant shall provide Certificates of Insurance, attached hereto and incorporated herein as Exhibit C, indicating that Consultant has obtained or currently maintains insurance that meets the requirements of this section and under forms of insurance satisfactory, in all respects, to the City. Consultant shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Consultant's bid. Consultant shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s). 4.1 Workers’ Compensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers’ Compensation Insurance and Employer’s Liability Insurance for any and all persons employed directly or indirectly by Consultant. The Statutory Workers’ Compensation Insurance and Employer’s Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS ($1,000,000) per accident. In the alternative, Consultant may rely on a self-insurance program to meet those requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator (as defined in Section 10.9). The insurer, if insurance is provided, or the Consultant, if a program of self- insurance is provided, shall waive all rights of subrogation against the City and its officers, officials, employees, and volunteers for loss arising from work performed under this Agreement. 4.2 Commercial General and Automobile Liability Insurance. 4.2.1 General requirements. Consultant, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting there from, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non- owned automobiles. 4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form Consulting Services Agreement between [Rev:11.14.2016] May 9, 2018 City of South San Francisco and West Coast Code Consultants, Inc. Page 6 of 23 CG 0001 or GL 0002 (most recent editions) covering comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (ed. 12/90) Code 8 and 9. No endorsement shall be attached limiting the coverage. 4.2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as a certified endorsement to the policy: a. The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis. b. Any failure of Consultant to comply with reporting provisions of the policy shall not affect coverage provided to City and its officers, employees, agents, and volunteers. 4.3 Professional Liability Insurance. 4.3.1 General requirements. Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000) covering the licensed professionals’ errors and omissions. Any deductible or self-insured retention shall not exceed ONE HUNDRED FIFTY THOUSAND DOLLARS $150,000 per claim. 4.3.2 Claims-made limitations. The following provisions shall apply if the professional liability coverage is written on a claims-made form: a. The retroactive date of the policy must be shown and must be before the date of the Agreement. b. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the Agreement or the work, so long as commercially available at reasonable rates. c. If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the date of this Agreement, Consultant must provide extended reporting coverage for a minimum of five (5) years after completion of the Agreement or the work. The City shall have the right to exercise, at the Consultant’s sole cost and expense, any extended reporting provisions of the policy, if the Consultant cancels or does not renew the coverage. d. A copy of the claim reporting requirements must be submitted to the City prior to the commencement of any work under this Agreement. Consulting Services Agreement between [Rev:11.14.2016] May 9, 2018 City of South San Francisco and West Coast Code Consultants, Inc. Page 7 of 23 4.4 All Policies Requirements. 4.4.1 Acceptability of insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A:VII. 4.4.2 Verification of coverage. Prior to beginning any work under this Agreement, Consultant shall furnish City with complete copies of all policies delivered to Consultant by the insurer, including complete copies of all endorsements attached to those policies. All copies of policies and certified endorsements shall show the signature of a person authorized by that insurer to bind coverage on its behalf. If the City does not receive the required insurance documents prior to the Consultant beginning work, it shall not waive the Consultant’s obligation to provide them. The City reserves the right to require complete copies of all required insurance policies at any time. 4.4.3 Notice of Reduction in or Cancellation of Coverage. A certified endorsement shall be attached to all insurance obtained pursuant to this Agreement stating that coverage shall not be suspended, voided, canceled by either party, or reduced in coverage or in limits, except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. In the event that any coverage required by this section is reduced, limited, cancelled, or materially affected in any other manner, Consultant shall provide written notice to City at Consultant’s earliest possible opportunity and in no case later than ten (10) working days after Consultant is notified of the change in coverage. 4.4.4 Additional insured; primary insurance. City and its officers, employees, agents, and volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of activities performed by or on behalf of Consultant, including the insured’s general supervision of Consultant; products and completed operations of Consultant, as applicable; premises owned, occupied, or used by Consultant; and automobiles owned, leased, or used by the Consultant in the course of providing services pursuant to this Agreement. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents, or volunteers. A certified endorsement must be attached to all policies stating that coverage is primary insurance with respect to the City and its officers, officials, employees and volunteers, and that no insurance or self-insurance maintained by the City shall be called upon to contribute to a loss under the coverage. 4.4.5 Deductibles and Self-Insured Retentions. Consultant shall disclose to and obtain the approval of City for the self-insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. Further, if the Consultant’s insurance policy includes a self-insured retention that Consulting Services Agreement between [Rev:11.14.2016] May 9, 2018 City of South San Francisco and West Coast Code Consultants, Inc. Page 8 of 23 must be paid by a named insured as a precondition of the insurer’s liability, or which has the effect of providing that payments of the self-insured retention by others, including additional insureds or insurers do not serve to satisfy the self- insured retention, such provisions must be modified by special endorsement so as to not apply to the additional insured coverage required by this agreement so as to not prevent any of the parties to this agreement from satisfying or paying the self- insured retention required to be paid as a precondition to the insurer’s liability. Additionally, the certificates of insurance must note whether the policy does or does not include any self-insured retention and also must disclose the deductible. During the period covered by this Agreement, only upon the prior express written authorization of Contract Administrator, Consultant may increase such deductibles or self-insured retentions with respect to City, its officers, employees, agents, and volunteers. The Contract Administrator may condition approval of an increase in deductible or self-insured retention levels with a requirement that Consultant procure a bond, guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them. 4.4.6 Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 4.4.7 Wasting Policy. No insurance policy required by Section 4 shall include a “wasting” policy limit. 4.4.8 Variation. The City may approve a variation in the foregoing insurance requirements, upon a determination that the coverage, scope, limits, and forms of such insurance are either not commercially available, or that the City’s interests are otherwise fully protected. 4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Consultant’s breach: a. Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; b. Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or Consulting Services Agreement between [Rev:11.14.2016] May 9, 2018 City of South San Francisco and West Coast Code Consultants, Inc. Page 9 of 23 c. Terminate this Agreement. Section 5. INDEMNIFICATION AND CONSULTANT’S RESPONSIBILITIES. To the fullest extent permitted by law, Consultant shall indemnify, defend with counsel selected by the City, and hold harmless the City and its officials, officers, employees, agents, and volunteers from and against any and all losses, liability, claims, suits, actions, damages, and causes of action arising out of any personal injury, bodily injury, loss of life, or damage to property, or any violation of any federal, state, or municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct or negligent acts or omissions of Consultant or its employees, subcontractors, or agents, by acts for which they could be held strictly liable, or by the quality or character of their work. The foregoing obligation of Consultant shall not apply when (1) the injury, loss of life, damage to property, or violation of law arises wholly from the gross negligence or willful misconduct of the City or its officers, employees, agents, or volunteers and (2) the actions of Consultant or its employees, subcontractor, or agents have contributed in no part to the injury, loss of life, damage to property, or violation of law. It is understood that the duty of Consultant to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Consultant from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply to any damages or claims for damages whether or not such insurance policies shall have been determined to apply. By execution of this Agreement, Consultant acknowledges and agrees to the provisions of this Section and that it is a material element of consideration. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City. Section 6. STATUS OF CONSULTANT. 6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. Consulting Services Agreement between [Rev:11.14.2016] May 9, 2018 City of South San Francisco and West Coast Code Consultants, Inc. Page 10 of 23 6.2 Consultant No Agent. Except as City may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent or to bind City to any obligation whatsoever. Section 7. LEGAL REQUIREMENTS. 7.1 Governing Law. The laws of the State of California shall govern this Agreement. 7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with all laws applicable to the performance of the work hereunder. 7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Consultant and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. 7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals, including from City, of what-so-ever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. 7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate, on the basis of a person’s race, religion, color, national origin, age, physical or mental handicap or disability, medical condition, marital status, sex, or sexual orientation, against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Consultant under this Agreement. Consultant shall comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this Agreement, including but not limited to the satisfaction of any positive obligations required of Consultant thereby. Consultant shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement. Section 8. TERMINATION AND MODIFICATION. Consulting Services Agreement between [Rev:11.14.2016] May 9, 2018 City of South San Francisco and West Coast Code Consultants, Inc. Page 11 of 23 8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant. Consultant may cancel this Agreement for cause upon 30 days’ written notice to City and shall include in such notice the reasons for cancellation. In the event of termination, Consultant shall be entitled to compensation for services performed to the date of notice of termination; City, however, may condition payment of such compensation upon Consultant delivering to City all materials described in Section 9.1. 8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Consultant understands and agrees that, if City grants such an extension, City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. 8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties. 8.4 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant’s unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not assign or subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the proposal, without prior written approval of the Contract Administrator. 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. 8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, City’s remedies shall include, but not be limited to, the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement; Consulting Services Agreement between [Rev:11.14.2016] May 9, 2018 City of South San Francisco and West Coast Code Consultants, Inc. Page 12 of 23 8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant; or 8.6.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work. Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant’s Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Consultant hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties unless required by law. 9.2 Consultant’s Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to the Consultant to this Agreement. 9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of three (3) years after final payment under the Agreement. 9.4 Records Submitted in Response to an Invitation to Bid or Request for Proposals. All responses to a Request for Proposals (RFP) or invitation to bid issued by the City become the exclusive property of the City. At such time as the City selects a bid, all proposals received become a matter of public record, and shall be regarded as public records, with the exception of those elements in each proposal that are defined by Consultant and plainly marked as “Confidential,” "Business Secret" or “Trade Secret." Consulting Services Agreement between [Rev:11.14.2016] May 9, 2018 City of South San Francisco and West Coast Code Consultants, Inc. Page 13 of 23 The City shall not be liable or in any way responsible for the disclosure of any such proposal or portions thereof, if Consultant has not plainly marked it as a "Trade Secret" or "Business Secret," or if disclosure is required under the Public Records Act. Although the California Public Records Act recognizes that certain confidential trade secret information may be protected from disclosure, the City may not be in a position to establish that the information that a prospective bidder submits is a trade secret. If a request is made for information marked "Trade Secret" or "Business Secret," and the requester takes legal action seeking release of the materials it believes does not constitute trade secret information, by submitting a proposal, Consultant agrees to indemnify, defend and hold harmless the City, its agents and employees, from any judgment, fines, penalties, and award of attorneys fees awarded against the City in favor of the party requesting the information, and any and all costs connected with that defense. This obligation to indemnify survives the City's award of the contract. Consultant agrees that this indemnification survives as long as the trade secret information is in the City's possession, which includes a minimum retention period for such documents. Section 10 MISCELLANEOUS PROVISIONS. 10.1 Attorneys’ Fees. If a party to this Agreement brings any action, including arbitration or an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County San Mateo or in the United States District Court for the Northern District of California. 10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties. Consulting Services Agreement between [Rev:11.14.2016] May 9, 2018 City of South San Francisco and West Coast Code Consultants, Inc. Page 14 of 23 10.6 Use of Recycled Products. Consultant shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. 10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Consultant in a “conflict of interest,” as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq. Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq. Consultant hereby warrants that it is not now, nor has it been in the previous twelve (12) months, an employee, agent, appointee, or official of the City. If Consultant was an employee, agent, appointee, or official of the City in the previous twelve (12) months, Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consultant understands that, if this Agreement is made in violation of Government Code §1090 et.seq., the entire Agreement is void and Consultant will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Consultant will be required to reimburse the City for any sums paid to the Consultant. Consultant understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code § 1090 and, if applicable, will be disqualified from holding public office in the State of California. 10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus group, or interview related to this Agreement, either orally or through any written materials. 10.9 Contract Administration. This Agreement shall be administered by Fire Chief Magallanes ("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee. 10.10 Notices. All notices and other communications which are required or may be given under this Agreement shall be in writing and shall be deemed to have been duly given (i) when received if personally delivered; (ii) when received if transmitted by telecopy, if received during normal business hours on a business day (or if not, the next business day after delivery) provided that such facsimile is legible and that at the time such facsimile is sent the sending Party receives written confirmation of receipt; (iii) if sent for next day delivery to a domestic address by recognized overnight delivery service (e.g., Federal Express); and (iv) upon receipt, if sent by certified or registered mail, return receipt requested. In each case notice shall be sent to the respective Parties as follows: Consultant West Code Code Consultants, Inc. 52400 Camino Ramon, Suite 2400 Consulting Services Agreement between [Rev:11.14.2016] May 9, 2018 City of South San Francisco and West Coast Code Consultants, Inc. Page 15 of 23 San Ramon, CA 94583 City: City Clerk City of South San Francisco 400 Grand Avenue South San Francisco, CA 94080 And South San Francisco Fire Department 480 North Canal Street South San Francisco 10.11 Professional Seal. Where applicable in the determination of the contract administrator, the first page of a technical report, first page of design specifications, and each page of construction drawings shall be stamped/sealed and signed by the licensed professional responsible for the report/design preparation. The stamp/seal shall be in a block entitled "Seal and Signature of Registered Professional with report/design responsibility," as in the following example. Seal and Signature of Registered Professional with report/design responsibility. 10.12 Integration. This Agreement, including all Exhibits attached hereto, and incorporated herein, represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral pertaining to the matters herein. 10.13 Counterparts. This Agreement may be executed in counterparts and/or by facsimile or other electronic means, and when each Party has signed and delivered at least one such counterpart, each counterpart shall be deemed an original, and, when taken together with other signed counterpart, shall constitute one Agreement, which shall be binding upon and effective as to all Parties.. 10.14 Construction. The headings in this Agreement are for the purpose of reference only and shall not limit or otherwise affect any of the terms of this Agreement. The parties have had an equal opportunity to participate in the drafting of this Agreement; therefore any construction as against the drafting party shall not apply to this Agreement. The Parties have executed this Agreement as of the Effective Date. Consulting Services Agreement between [Rev:11.14.2016] May 9, 2018 City of South San Francisco and West Coast Code Consultants, Inc. Page 16 of 23 CITY OF SOUTH SAN FRANCISCO Consultants ____________________________ _____________________________________ City Manager NAME: TITLE: Attest: _____________________________ City Clerk Approved as to Form: ____________________________ City Attorney 2729962.1 Giyan Senaratne, Principal / CEO Consulting Services Agreement between [Rev:11.14.2016] May 9, 2018 City of South San Francisco and West Coast Code Consultants, Inc. Page 17 of 23 EXHIBIT A SCOPE OF SERVICES 1. SCOPE OF WORK Outlined below is the general process WC3 utilizes to provide plan review and inspection services. We will work with your department in a seamless and timely manner for review of plans for code compliance, keeping projects accurately and swiftly moving toward final approval and construction. Plan Review Methodology > Plan reviews are lists of comments referring to specific details, drawing sheets, and applicable code sections. We can easily transition our comment structure into any format requested by your department. Our project manager will work closely with your staff to ease the review and comment process. > An information file specific to your department will be created. These files will be kept current and utilized during each review. These records will be available to your department via an exclusive web portal. This will allow the review of any plans or documents submitted, comments provided to the applicant and the status of any project. > WC3 understands that any alternate means or methods proposed for a project are subject to review and final approval from the Fire Marshal's Office. > Plan reviews will be conducted within time-frame guidelines established by the department and in accordance with the Plan Review Turnaround Schedule. > Expedited reviews can be accommodated when requested by the applicant and approved by the department. Process > Off-site plan reviews will be performed at WC3’s offices. > Transmittals and correction lists will be electronically sent to the department's designated staff members. Any other applicable correspondence will also be sent via electronic mail. > All communication with the applicant’s designer will be conducted and coordinated as required to assist in responding to our plan review letters. We will work with the department's preferred methods of communication. > Plan review approval will not be recommended to the department until all code compliance issues are resolved to the best of our knowledge, and all permit issuance requirements of the South San Francisco Fire Department are satisfied. Consulting Services Agreement between [Rev:11.14.2016] May 9, 2018 City of South San Francisco and West Coast Code Consultants, Inc. Page 18 of 23 Plan Review Turnaround Schedules Our comprehensive plan reviews are returned promptly to meet your department's needs. WC3 will commit to completing plan reviews within the timeline expectations required by the department. Our typical turnaround times are listed below. For extraordinarily complex projects, WC3 will immediately contact the department and agree on an appropriate turnaround time before starting the review. Accelerated plan review can be accommodated upon request from the department. Typical Plan Review Turnaround Schedule Type of Project Turnaround Time * First Review (Working Days) Recheck (Working Days) Residential: New Construction 10 5 Addition 10 5 Remodel 10 5 Non-Residential / Commercial: New Construction 10 5 Addition 10 5 Remodel 10 5 * All turnaround times have been specified from the day they are received in our offices. *Typical turnaround time for complex projects is 15-days for the first review and 10 days for any re- check. Electronic Capabilities Should the department request documents be transmitted or tracked electronically, WC3 provides a web-based electronic document management system (EDMS) which allows applications to be 100% paperless. Our EDMS allows applicants to submit plans and documents electronically, and much more. This system will integrate with the South San Francisco Fire Department's system by providing reports and data in a clear and concise format that can easily be uploaded into the department systems. WC3 personnel are able to successfully operate fire inspection database programs. They have experience and are knowledgeable in tracking field reports, uploading project photos, completing electronic plan review and more. WC3 processes shall to be adjusted according to the unique procedures of your department. We will work with your staff in a seamless and timely manner for the review of plans and completing inspections for code compliance. Consulting Services Agreement between [Rev:11.14.2016] May 9, 2018 City of South San Francisco and West Coast Code Consultants, Inc. Page 19 of 23 Fire Inspections Fire inspections by WC3 will be performed for new construction, processes and equipment inspections to ensure code compliance with all state and local laws and regulations wherein Fire Department approval is necessary: > Fire sprinkler welds, rough piping installation, hydrostatic tests; > Fire pump acceptance tests; > Pre-engineered fire extinguishing systems; > Fire alarm system component locations, audibility, functionality; > Smoke control and exhaust systems; > Stand-by power systems; > Fire resistive wall/floor construction and opening protection; > Means of egress; > Public safety radio coverage systems; > Two-way communication systems; > Emergency responder radio communication (ERRC) systems; > Field inspections verifying compliance with adopted life safety and fire code requirements and/or approved plans for work being performed under approved permits. WC3 inspectors assigned to assist with inspections for the South San Francisco Fire Department are currently certified with the California Office of the State Fire Marshal, National Fire Protection Association, and/or the International Code Council. Consulting Services Agreement between [Rev:11.14.2016] May 9, 2018 City of South San Francisco and West Coast Code Consultants, Inc. Page 20 of 23 Additional Terms and Conditions 1. South San Francisco Fire Department will a. Evaluate and choose Fire Plan Check reviewers to ensure consistency in plan reviews the Fire Chief and Fire Marshal upon execution of this agreement. b. Consultant will notify both the Fire Chief and Fire Marshal of anticipated extended absence of reviewers where an alternate reviewer will be assigned. c. The Fire Chief and Fire Marshal will have prior approval of any changes in assigned fire plan reviewer. 2. Communication: a. All communication between consultant and South San Francisco Fire Department will be coordinated through the Fire Marshal. b. Communication between fire permit applicants will be approved on an as needed basis by the Fire Marshal. c. When a fire plan check review also includes a building review that may conflict, the Chief Building Official and Fire Marshal will meet to determine the review process to minimize redundancy and increase consistency. 3. Expedited plans will be completed with 5 days of submittal date. Submittal date shall be the date of the permit application in the City’s permitting system. 4. Staff Development: Consultant will provide quarterly training to Fire Prevention staff related to fire plan reviews as they relate to the National Fire Protection Agency standards. Training may include and is not limited to plan check reviews, state and federal code requirements. Staff trained may consist of Fire Prevention, Operations, Suppression and Training Divisions. Compensation for the instructor will be calculated at $135 per hour. Consulting Services Agreement between [Rev:11.14.2016] May 9, 2018 City of South San Francisco and West Coast Code Consultants, Inc. Page 21 of 23 EXHIBIT B COMPENSATION SCHEDULE Revised Billing Rates/Cost Schedule WC3 proposes the following fees: Plan review for Fire Systems (Sprinklers & Fire Alarms): 50% of the plan review fees collected by the City. Plan review for Fire Code (Non-Sprinklers & Fire Alarms): Valuation $1.00 - $50,000 65% of the plan review fees collected by the City. Valuation $50,001 - $500,000 50% of the plan review fees collected by the City. Valuation more than $500,000 35% of the plan review fees collected by the City. Any additional time required beyond the third plan review will be billed on an hourly basis, with prior approval by the department. Pick-up and delivery fees are not charged to the department but will be hand delivered or processed through WC3’s established account. Preliminary plan reviews, review of revisions after a project has been approved, review of shop drawings, an d review of deferred submittal will be completed on an hourly basis with a mutually acceptable not-to-exceed amount. For expedited or fast-track projects requested by the South San Francisco Fire Department, we propose a fee of 150% of the below noted hourly fees. Principal $150.00 Interim Fire Marshal* $145.00 Project Manager $135.00 Fire Protection Engineer $135.00 Fire Plans Examiner $125.00 Fire Inspector II $125.00 Additional Cos t s WC3 proposes the following reimbursable costs for miscellaneous expenses to be authorized by the South San Francisco Fire Department prior to charge. Mileage Current IRS Rate Fire Inspector I $120.00 Reimb. Expense Actual Cost Permit Technician $75.00 Administrative Support Services $70.00 Overtime on Hourly Rates 150% of Hourly Rate (if needed) * Four (4) Hour minimum on all in-house work *Fire Marshal rate will be dependent on proposed candidate Reimbursable expenses may include specialized equipment rental, and printing costs. Reimbursements for mileage are for the use of personal automobiles within the department's limits; typically, by Field Inspectors. Consulting Services Agreement between [Rev:11.14.2016] May 9, 2018 City of South San Francisco and West Coast Code Consultants, Inc. Page 22 of 23 EXHIBIT C INSURANCE CERTIFICATES SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT 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. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DEDRETENTION$ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADEOCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 4/24/2018 Dealey,Renton &Associates P.O.Box 12675 Oakland,CA 94604-2675 License #0020739 Alison Olsen 510-465-3090 510-452-2193
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Travelers Property Casualty Co of Ameri 25674 WESTCOAST5 Travelers Indemnity Co.of Connecticut 25682WestCoastCodeConsultants,Inc. 2400 Camino Ramon,Ste.240 San Ramon,CA 94583 925-275-1700 Continental Casualty Company 20443 1389974049 A X 2,000,000 X 1,000,000 X Contractual Liab 10,000 2,000,000 4,000,000 X Y Y 680007K831631 4/28/2018 4/28/2019 4,000,000 B 1,000,000 X X X Y Y BA7K835875 4/28/2018 4/28/2019 A X X 4,000,000YCUP7K8384844/28/2018Y 4/28/2019 4,000,000 X 10,000 A XYUB007K8381224/28/2018 4/28/2019 1,000,000 1,000,000 1,000,000 C Professional Liability MCH591900192 4/28/2018 4/28/2019 $1,000,000 $2,000,000 per Claim Annual Aggregate Umbrella Liability policy is follow-form to underlying General Liability/Auto Liability/Employers Liability. All Operations of the Named Insured --City of South San Francisco and its officers,employees,agents,and volunteers are named as Additional Insured as respects General and Auto Liability as required per written contract or agreement.General Liability is Primary/Non-Contributory per policy form wording. Insurance coverage includes Waiver of Subrogation per the attached. 30 Day Notice of Cancellation South San Francisco Fire Department 480 North Canal Street South San Francisco CA 94080 COMMERCIAL GENERAL LIABILITY POLICY NUMBER: 680007K831631 THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: (If no entry appears above,information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) The TRANSFER OF RIGHTS OF RECOVERY damage arising out of your ongoing operations or AGAINST OTHERS TO US Condition (Section IV-"your work"done under a contract with that person COMMERCIAL GENERAL LIABILITY CONDITIONS)or organization and included in the "products- is amended by the addition of the following:completed operations hazards."This waiver applies only to the person or organization shown in theWewaiveanyrightofrecoverywemayhaveagainstScheduleabove.the person or organization shown in the Schedule above because of payments we make for injury or CG 2404 10 93 Copyright,Insurance Services Office,Inc.,1992 Page 1 of 1 As required by written contract COMMERC AL IABILIGENERALLITY THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. OTHER INSURANCE ADDITIONAL INSUREDS PRIMARY AND NON-CONTRIBUTORY WITH RESPECT TO CERTAIN OTHER INSURANCE This endorsement i ies insurancepro ided under t folmodfvhelowing: COMMERC GENERAL L ITY VERA AIALIABILCOGEPRT The fo lowing is added to Paragraph ,l 4.a.Primary (1)The "bodi y"or "property da "for whichlyinjurmage Insura SEC I IV COMMERCIAL GEN-nce T ON,of co is sought is caused by an "occurrence"verage ERAL LIABILI YCT ONSTONDII:that takes place;and Howe f you speci ica ly agree in a written contractver,ifl (2)The "personal injury"or "ad t injury"forverising or agreementthat the insurance af to an addi-forded which co rage is sought arises out of an o fensevef tional this Coverage Partinsuredunder must apply on that m ittediscom; a pri basis,or a pr mary and non-contrmaryiibutory subsequent to the signing and e ion o that con-xecut fbasis,this insurance is primary to other insurance that tract or ment byagree you.is ai to such addit insured which covalableionalvers such additional insured as a named insured,and we will other rance,pro ided thatnotsharewiththatinsuv: CG D4 250708 ©2008 The Travelers Companies,Inc.Page 1 of 1 POLICY NUMBER: 680007K831631 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. BLANKET WAIVER OF SUBROGATION This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM The following replaces Paragraph A.5.,Transfer of required of you by a written contract executed Rights Of Recovery Against Others To Us,of the priorto any "accident"or "loss",provided that the CONDITIONS Section:"accident"or "loss"arises out of the operations 5.Transfer Of Rights Of Recovery Against Oth-contemplated by such contract.The waiver ap- ers To Us plies only to the person or organization desig- nated in such contract.We waive any right of recovery we may have against any person or organization to the extent CA T3 400215 ©2015 The Travelers Indemnity Company.All rights reserved.Page 1 of 1 Includes copyrighted material of Insurance Services Office,Inc.with its permission. Policy #BA7K835875 COMMERCIAL GENERAL LIABILITY POLICY NUMBER: 680007K831631 THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. ADDITIONAL INSURED OWNERS,LESSEES OR CONTRACTORS SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Names of Additional Insured Person(s)or Organization(s): Location of Covered Operations: (Information required to complete this Schedule,if not shown above,will be shown in the Declarations.) A.Section II Who Is An Insured is amended to in-This insurance does not apply to "bodily injury"or clude as an additional insured the person(s)or "property damage"occurring,or “personal injury” organization(s)shown in the Schedule,but only or “advertising injury”arising out of an offense with respect to liability for "bodily injury","property committed,after: damage","personal injury”or “advertising injury"1.All work,including materials,parts or equip- caused,in whole or in part,by:ment furnished in connection with such work, 1.Your acts or omissions;or on the project (other than service,mainte- nance or repairs)to be performed by or on2.The acts or omissions of those acting on your behalf of the additional insured(s)at the loca-behalf;tion of the covered operations has been com- in the performance of your ongoing operations for pleted;or the additional insured(s)at the location(s)desig-2.That portion of "your work"out of which thenatedabove. injury or damage arises has been put to its in- B.With respect to the insurance afforded to these tended use by any person or organization additional insureds,the following additional exclu-other than another contractor or subcontrac- sions apply:tor engaged in performing operations for a principal as a part of the same project. CG D3 610305 Copyright 2005 The St.Paul Travelers Companies,Inc.All rights reserved.Page 1 of 1 Includes copyrighted material of Insurance Services Office,Inc.with its permission. Any person or organization, except any architect, engineer or surveyor, that you agree in a written contract to include as an additional insured on this Coverage Part, provided that such written contract was signed and executed by you before, and is in effect when, the "bodily injury" or "property damage" occurs or the "personal injury" or "advertising injury" offense is committed. Any project to which an applicable written contract described in the Names of Additional Insured Person(s) or Organization(s) section of this Schedule applies. COMMERCIAL GENERAL LIABILITY POLICY NUMBER: 680007K831631 THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. ADDITIONAL INSURED OWNERS,LESSEES OR CONTRACTORS COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s)Or Organization(s): Location And Description Of Completed Operations Information required to complete this Schedule,if not shown above,will be shown in the Declarations. Section II Who Is An Insured is amended to in-location designated and described in the schedule of clude as an additional insured the person(s)or or-this endorsement performed for that additional in- ganization(s)shown in the Schedule,but only with sured and included in the "products-completed opera- respect to liability for "bodily injury"or "property dam-tionshazard". age"caused,in whole or in part,by "your work"at the CG 20370704 ISO Properties,Inc.,2004 Page 1 of 1 Any person or organization, except any architect, engineer or surveyor, that you agree in a written contract to include as an additional insured on this Coverage Part for "bodily injury" or "property damage" included in the "products-completed operations hazard", provided that such contract was signed and executed by you before, and is in effect when, the "bodily injury or "property damage" occurs. Any project to which an applicable written contract described in the Name of Additional Insured Person(s) or Organization(s) section of this Schedule applies. POLICY NUMBER:COMMERCIAL AUTO CA 20 48 10 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CA 20 48 10 13 © Insurance ServicesOffice, Inc., 2011 Page 1 of 1 DESIGNATED INSURED FOR COVERED AUTOS LIABILITY COVERAGE This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. This endorsement identifies person(s) or organization(s) who are "insureds" for Covered Autos Liability Coverage under the Who Is An Insured provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: Endorsement Effective Date: SCHEDULE Name Of Person(s) Or Organization(s): Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Each person or organization shown in the Schedule is an "insured" for Covered Autos Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Paragraph A.1. of Section II – Covered Autos Liability Coverage in the Business Auto and Motor Carrier Coverage Forms and Paragraph D.2. of Section I – Covered Autos Coverages of the Auto Dealers Coverage Form. BA7K835875 West Coast Code Consultants,Inc. 4/28/2018 All Operations of the Named Insured --City of South San Francisco and its officers,employees,agents,and volunteers WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 99 03 76(00) — 001 POLICY NUMBER: WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT CALIFORNIA (BLANKET WAIVER) We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 3.00 % of the California workers’ compensation premium otherwise due on such remuneration. Schedule Person or Organization Job Description DATE OF ISSUE: ST ASSIGN: CA 017106 UB007K838122 South San Francisco Fire Department 480 North Canal Street South San Francisco CA 94080 All Operations of the Named Insured --City of South San Francisco and its officers,employees, agents,and volunteers 4/24/2018 Consulting Services Agreement between [Rev:11.14.2016] May 9, 2018 City of South San Francisco and West Coast Code Consultants, Inc. Page 23 of 23 [OPTIONAL] EXHIBIT D FORM 590