Loading...
HomeMy WebLinkAboutAGMT - Transtech Engineers Inc (Building and Safety Services) 2016PROFESSIONAL SERVICES AGREEMENT FOR BUILDING AND SAFETY SERVICES Between City of Seal Beach 211 8th Street Seal Beach, CA 90740 9 TRANSTECH Engineers, Inc. 13367 Benson Avenue Chino, CA 91710 T (949) 595 -8599, F (909) 590 -8599 This Professional Services Agreement ("the Agreement") is made as of August 30, 2016, (the "Effective Date "), by and between TRANSTECH Engineers, Inc. ( "Consultant"), a California corporation, and the City of Seal Beach ( "City"), a California charter city, (collectively, 'the Parties "). {01107846;1) Errorl Unknown document property name. RECITALS A. City desires certain professional services. B. Consultant represents that it is qualified and able to provide City with such services. NOW THEREFORE, in consideration of the Parties' performance of the promises, covenants, and conditions stated herein, the Parties hereto agree as follows. AGREEMENT 1.0 Scope of Services 1.1. Consultant shall provide those services ( "Services ") set forth in the Exhibit A (Scope of Services), attached hereto and incorporated herein by this reference. To the extent that there is any conflict between Exhibit A and this Agreement, this Agreement shall control. 1.2. Consultant shall perform all Services under this Agreement in accordance with the standard of care generally exercised by like professionals under similar circumstances and in a manner reasonably satisfactory to City. 1.3. In performing this Agreement, Consultant shall comply with all applicable provisions of federal, state, and local law. 1.4. Consultant will not be compensated for any work performed not specified in the Scope of Services unless the City authorizes such work in advance and in writing. The City Manager may authorize extra work to fund unforeseen conditions up to the amount approved at the time of award by the City Council. Payment for additional work in excess of this amount requires prior City Council authorization. 2.0 Term The term of this Agreement shall commence as of August 30, 2016, and shall continue for a term of one (1) year through and including August 30, 2017, unless previously terminated as provided by this Agreement. 3.0 Consultant's Compensation City will pay Consultant for Services performed in accordance with the hourly rates shown on the fee schedule set forth in Exhibit A and the Standard Hourly Rates set forth on Exhibit B, but in no event will the City pay more than the following during the term of this Agreement: (i) for building division personnel {01107846;11 2 of 17 Error! Unknown document property name. services, including Building Official /Plan Checker and Building Inspector, the City will not pay more than a total sum of $156,000 during the term of this Agreement; and (ii) for Plan Check Services, the City will not pay more than 65% of the plan review fees collected per the City's fee schedule. Any additional work authorized by the City pursuant to Section 1.4 will be compensated in accordance with the Standard Hourly Rates set forth in Exhibit B. In the event of any conflict or inconsistency between Exhibit °A and/or Exhibit °B, on the one hand, and this section, on the other hand, the terms of this section shall prevail. 4.0 Method of Payment 4.1. Consultant shall submit to City monthly invoices for all Services rendered pursuant to this Agreement. Such invoices shall be submitted within 15 days of the end of the month during which the Services were rendered and shall describe in detail the Services rendered during the period, the days worked, number of hours worked, the hourly rates charged, and the Services performed for each day in the period. City will pay Consultant all undisputed amounts within 30 days of receiving Consultant's invoice. City will not withhold any applicable federal or state payroll and other required taxes, or other authorized deductions from payments made to Consultant. 5.0 Termination 5.1. This Agreement may be terminated by City, without cause, or by Consultant based on reasonable cause, upon giving the other party written notice thereof not less than 30 days prior to the date of termination. 5.2. Notwithstanding Subsection 5.1, this Agreement may be terminated by City upon 10 days' notice to Consultant if Consultant fails to provide satisfactory evidence of renewal or replacement of commercial general liability insurance as required by this Agreement at least 30 days before the expiration date of the previous policy. 5.3. Notice of termination shall be given in accordance with Section 7.0. 6.0 Party Representatives 6.1. The City Manager is the City's representative for purposes of this Agreement. 6.2. Ayla Jefferson, CBO. is the Consultant's primary representative for purposes of this Agreement. {01107eae;1y 3 of 17 Errorl Unknown document property name. 7.0 Notices 7.1. All notices permitted or required under this Agreement shall be deemed made when personally delivered or when mailed 48 hours after deposit in the United States Mail, first class postage prepaid and addressed to the party at the following addresses: To City: City of Seal Beach 211 8th Street Seal Beach, California 90740 Attn: City Manager To Consultant: TRANSTECH Engineers, Inc. 13367 Benson Avenue Chino, CA 91710 Attn: Ayla Jefferson, CBO 7.2. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 8.0 Personnel Consultant represents that it has, or shall secure, at its own expense, all personnel required to perform the Services under this Agreement. Any person who performs any Services shall be licensed as required by law. 9.0 Independent Contractor 9.1. Consultant is and shall at all times remain an independent contractor and not an employee of the City, and Consultant is not entitled to participate in any pension plan, insurance, bonus or similar benefits that City provides for its employees. All Services provided pursuant to this Agreement shall be performed by Consultant or under its exclusive supervision, direction and control. Consultant will determine the means, methods, and details of performing the Services. Consultant shall be solely responsible for the satisfactory work performance of all personnel engaged in performing the Services and compliance with the customary professional standards. 9.2. Any additional personnel performing Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive supervision, direction and control. Any such personnel shall also not be entitled to participate in any pension plan, insurance, bonus or similar benefits that City provides for its employees. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all required reports, withholdings, deductions, (01107848;1) 4 of 17 Errort Unknown document property name. and other obligations respecting such additional personnel, which may include, but not be limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 9.3. To the fullest extent permitted by law, Consultant shall indemnify and hold harmless City and City's elected and appointed officials, officers, employees, agents, servants, designated volunteers, and those City agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from Consultant's personnel practices or any act or omission related to or arising out of any violation of this Section 9.0. City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant's failure or refusal to promptly pay to City any reimbursement or indemnification arising under this Section. Consultant's defense and indemnification obligations under this Section 9.3 are in addition to Consultant's defense and indemnification obligations set forth in Section 16.0. 10.0 Confidentiality; Publication of Documents 10.1. Consultant agrees that all data, documents, discussion, or other information developed or received by Consultant or provided for performance of this Agreement are confidential. Except as necessary for performance of the Services under this Agreement, no copies, sketches, photographs, or graphs of materials, prepared pursuant to this Agreement, and no data, documents or other information developed or received by Consultant in the performance of this Agreement shall be released by Consultant to any other person or public without City's prior written authorization. City shall grant such authorization if applicable law requires disclosure. 10.2. All press releases and other information to be published in newspapers or magazines, will be approved and distributed solely by City, unless otherwise provided by written agreement between the Parties. Should Consultant receive any subpoena or other court order for production or disclosure of any records, Consultant shall immediately notify City and shall cooperate with City in responding to such subpoena or court order. 10.3. Consultant's obligations under this Section shall survive the termination of this Agreement. 11.0 Subcontractors No portion of this Agreement shall be subcontracted without the prior written approval of the City. Consultant is fully responsible to City for the performance of any and all subcontractors. {oiio780;1) 5 of 17 Errors Unknown document property name. 12.0 Ownership of Documents and Work Product 12.1. All documents, plans, specifications, reports, information, data, exhibits, photographs, images, video and/or digital files and media created or developed by Consultant pursuant to this Agreement ( "Written Products ") shall be and remain the property of City without restriction or limitation upon its use, duplication or dissemination by City. All Written Products shall be considered 'Works made for hire," and all Written Products and any and all intellectual property rights arising from their creation, including, but not limited to, all copyrights and other proprietary rights, shall be and remain the property of City without restriction or limitation upon their use, duplication or dissemination by City. Consultant shall not obtain or attempt to obtain copyright protection as to any Written Products. 12.2. Consultant hereby assigns to City all ownership and any and all intellectual property rights to the Written Products that are not otherwise vested in City pursuant to the paragraph directly above this one. 12.3. Consultant has secured all necessary licenses, consents or approvals to use any instrumentality, thing or component as to which any intellectual property right exists, including computer software, used in the rendering of the Services and the production of all Written Products produced under this Agreement, and that pursuant to this Agreement City has full legal title to and the right to reproduce the Written Products. To the fullest extent permitted by law, Consultant shall defend, indemnify and hold City, and its elected and appointed officials, officers, employees, servants, agents, designated volunteers, and those City agents serving as independent contractors in the role of City officials, harmless from any loss, claim or liability in any way related to a claim that City's use of any of the Written Products is violating federal, state or local laws, or any contractual provisions, or any laws relating to trade names, licenses, franchises, copyrights, patents or other means of protecting intellectual property rights and/or interests in products or inventions. Consultant shall bear all costs arising from the use of patented, copyrighted, trade secret or trademarked documents, materials, equipment, devices or processes in connection with its provision of the Services and Written Products produced under this Agreement. In the event the use of any of the Written Products or other deliverables hereunder by City is held to constitute an infringement and the use of any of the same is enjoined, Consultant, at its expense, shall: (1) secure for City the right to continue using the Written Products and other deliverables by suspension of any injunction, or by procuring a license or licenses for City; or (2) modify the Written Products and other deliverables so that they become non infringing while remaining in compliance with the requirements of this Agreement. This covenant shall survive the termination of this Agreement. Consultant's defense and indemnification obligations under this Section 12.3 are in addition to Consultant's defense, hold harmless and indemnification obligations of Section 16.0. {01107846;1} 6 of 17 Errorl Unknown document property name. 12.4. Upon expiration or termination of the Agreement, Consultant shall deliver to City all Written Products and other deliverables related to any Services performed pursuant to this Agreement without additional cost or expense to City. If Consultant prepares a document or other Written Product on a computer, Consultant shall provide City with said Written Product both in a printed format and in an electronic format that is acceptable to City. 13.0 Assignment Consultant shall not assign or transfer any interest in this Agreement whether by assignment or novation, without the prior written consent of City. Any purported assignment without such consent shall be void and without effect. 14.0 Inspection and Audit of Records Consultant shall maintain complete and accurate records with respect to all Services and other matters covered under this Agreement, including but expressly not limited to, all Services performed, salaries, wages, costs, expenses and receipts. Consultant shall maintain adequate records on the Services provided in sufficient detail to permit an evaluation of all Services and work in connection therewith. All such records shall be clearly identified and readily accessible. At all times during regular business hours, Consultant shall provide City with free access to such records, and the right to examine and audit the same and to make transcripts as City deems necessary, and shall allow inspection of all program data, information, documents, proceedings and activities and all other matters related to the performance of the Services under this Agreement. Consultant shall retain all financial and program service records and all other records related to the Services and performance of this Agreement for at least three (3) years after expiration, termination or final payment under this Agreement, whichever occurs later. City's rights under this Section 14.0 shall survive for three (3) years after expiration, termination or final payment under this Agreement, whichever occurs later. 15.0 Insurance 15.1. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the City that Consultant has secured all insurance required under this Section. Consultant shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the City if requested. All certificates and endorsements shall be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at anytime. (0110784ea1 7 of 17 Errorl Unknown document property name. 15.2. Consultant shall, at its expense, procure and maintain for the duration of the Agreement, insurance against claims for bodily injuries or death to persons, personal injury, or property damage that may arise from or in connection with the performance of this Agreement. Insurance shall be placed with insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and satisfactory to the City. 15.2.1. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); (3) Professional Liability (or alternatively, Errors and Omissions Insurance, as authorized by the City's Risk Manager), and (4) Workers' Compensation as required by the State of California, and Employer's Liability. 15.2.2. Consultant shall maintain limits no less than: (1) General Liability: $2,000,000 per occurrence for bodily injury, death, personal injury and property damage and if Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; (3) Professional Liability (or Errors and Omissions): $1,000,000 per claim/aggregate; and (4) Workers' Compensation in the amount required by law and Employer's Liability limits of no less than $1,000,000 per accident or disease. 15.3. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms supplied or approved by the City to state: 15.3.1. Except with respect to any professional liability insurance (or errors and omissions insurance policy) required by this Agreement, that the City and the City's elected and appointed officials, officers, employees, servants, designated volunteers, and those City agents serving as independent contractors in the role of City officials, shall be named as additional insureds (collectively "Additional Insureds "). 15.3.2. The professional liability insurance policy (and/or errors and omissions insurance policy), that such policy shall "pay on behalf of the insured and must include a provision establishing the insurer's duty to defend the Consultant for claims related to the alleged negligence or willful misconduct of Consultant. The policy retroactive date(s) shall be on or before the effective date of this Agreement. (01107846;1) 8 of 17 Errors Unknown document property name. 15.3.3. For all insurance policies required by this Agreement, that coverage shall not be suspended, voided, reduced or canceled except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City (or ten (10) days if cancellation is due to nonpayment of premiums). 15.3.4. For all insurance policies required by this Agreement, that any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City and the City's elected and appointed officials, officers, employees, agents, servants, designated volunteers, and those City agents serving as Independent contractors in the role of City officials. 15.3.5. For all insurance policies required by this Agreement (other than professional liability), that coverage shall be primary insurance as respects the City and the City's elected and appointed officials, officers, employees, agents, servants, designated volunteers, and those City agents serving as independent contractors in the role of City officials, , or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying coverage and that any insurance or self- insurance maintained by the City and the City's elected and appointed officials, officers, employees, agents, servants, designated volunteers, and those City agents serving as independent contractors in the role of City officials, shall be excess of the Consultant's insurance and shall not be called upon to contribute with it. 15.3.6. In addition to the foregoing, for the general liability insurance policy, that the City, its elected and appointed officials, officers, employees, agents, servants, designated volunteers, and those City agents serving as independent contractors in the role of City officials, shall also be covered as additional insureds with respect to the services or operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work. 15.3.7. For the automobile liability insurance policy, that the City, its elected and appointed officials, officers, employees, agents, servants, designated volunteers, and those City agents serving as independent contractors in the role of City officials, shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Consultant or for which the Consultant is responsible. If Consultant or Consultant's directors, officers, employees, subcontractors or other independent contractors will use personal automobiles or other motor vehicles in any way in the performance of this Agreement, Consultant shall provide evidence of automobile liability coverage for each such person. The automobile liability insurance policy shall contain a severability of interest clause providing that coverage shall be primary for losses arising out of {01107846;1) 9 of 17 Errors Unknown document property name. Consultant's performance hereunder and neither the City nor its insurers shall be required to contribute to such loss. 15.3.8. For the professional liability insurance policy (and /or the errors and omissions liability insurance policy), that Consultant shall maintain continuous coverage through a period of no less than three (3) years after completion of Services required by this Agreement. 15.4. All insurance required by this Section (other than professional liability) shall contain standard separation of insureds provisions and shall not contain any special limitations on the scope of protection afforded to the City, its elected and appointed officials, officers, employees, agents, servants, designated volunteers, and those City agents serving as independent contractors in the role of City officials. 15.5. Any deductibles or self- insured retentions shall be declared to and approved by the City. Consultant guarantees that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self- insured retentions as respects the City, its elected and appointed officials, officers, employees, agents, servants, designated volunteers, and those City agents serving as independent contractors in the role of City officials; or (2) the Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 15.6. Each insurance policy shall be endorsed to state that the insurer waives the right of subrogation against the City, its elected and appointed officials, officers, employees, servants, designated volunteers, and those City agents serving as independent contractors in the role of City officials. 16.0 Indemnification, Hold Harmless, and Duty to Defend 16.1. Indemnification for Professional Services. To the fullest extent permitted by law, Consultant shall, at its sole cost and expense, hold harmless and indemnify the City, its elected and appointed officials, officers, attorneys, employees, agents, designated volunteers, successors, assigns, and those City agents serving as independent contractors in the role of City officials (collectively "Indemnitees" in this Section 16.0), from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, judgments, penalties, liens, and losses of any nature whatsoever, including reasonable fees of accountants, attorneys and other professionals, and all costs associated therewith (collectively "Claims "), to the extent they arise out of, pertain to, or relate to, in whole or in part, the negligence, recklessness or willful misconduct of Consultant, and/or its officers, directors, employees, agents, servants, subcontractors, contractors or their officers, agents, employees or servants (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of professional services under this Agreement. Consultant shall not 101107846;1) 10 of 17 Errorl Unknown document property name. have an upfront duty to defend the Indemnitees for such Claims but shall reimburse reasonable defense fees and costs to the extent a Claim is determined to have been caused by the negligence, recklessness, or willful misconduct of Consultant, or as the parties otherwise agree in settlement. 16.2. Indemnification for Other Than Professional Liability. Other than in the performance of professional services, and to the fullest extent permitted by law, Consultant shall, at its sole cost and expense, protect, defend, hold harmless and indemnify the Indemnitees from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, judgments, penalties, liens and losses of any nature whatsoever, including fees of accountants, attorneys and other professionals, and all costs associated therewith, and the payment of all consequential damages (collectively "Damages "), in law or equity, whether actual, alleged or threatened, which arise out of, pertain to, or relate to the acts or omissions of Consultant, its officers, directors, employees, agents, servants, subcontractors, materialmen, suppliers, or contractors, or their officers, agents, servants or employees (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees' (as defined in Section 16.1) passive negligence, except to the extent Damages arise from the sole or active negligence or willful misconduct of the Indemnitees, as determined by final arbitration or court decision or by the agreement of the Parties. Consultant shall defend the Indemnitees in any action or actions filed in connection with any Damages with counsel of the Indemnitees' choice, and shall pay all costs and expenses, including all attorneys' fees and experts' costs actually incurred in connection with such defense. Consultant shall reimburse the Indemnitees for any and all legal expenses and costs incurred by the Indemnitees in connection therewith. 16.3. Consultant's defense and indemnification obligations under this Section 16.0 or any other provisions of this Agreement shall not be restricted to insurance proceeds, if any, received by Consultant, the City, or any of the other Indemnitees as defined in this Section. 16.4. All duties and other covenants of Consultant under this Section 16.0 shall survive termination of this Agreement. 17.0 Equal Opportunity Consultant affirmatively represents that it is an equal opportunity employer. Consultant shall not discriminate against any subcontractor, employee, or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, sexual orientation, or age. Such non- discrimination includes, but is not limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, or termination. (01107846;11 11 of 17 Errorl Unknown document property name. 18.0 Labor Certification 18.1. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code that require every employer to be insured against liability for Workers' Compensation or to undertake self- insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 18.2. To the extent that any of the Services to be performed under this Agreement constitute a public work to which prevailing wages apply, Consultant agrees to comply with the provisions of California Labor Code §§ 1771, 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. Consultant shall, as a penalty to City, forfeit not more than two hundred dollars ($200) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the Director of Industrial Relations for the work or craft in which the worker is employed for any public work done under the contract by Consultant or by any subcontractor. Consultant further agrees to comply with the provisions of California Labor Code § 1776 which require Consultant and each subcontractor to (1) keep accurate payroll records, (2) certify and make such payroll records available for inspection as provided by Section 1776, and (3) inform the City of the location of the records. Consultant is responsible for compliance with Section 1776 by itself and all of its subcontractors. 19.0 Permits and Licenses Consultant, at its sole expense, shall obtain and maintain during the term of this Agreement, all appropriate permits, licenses and certificates as may be required in connection with the performance of Services under this Agreement, including, without limitation, a City of Seal Beach business license as required by the Seal Beach Municipal Code. 20.0 Time of the Essence Time is of the essence in respect to all provisions of this Agreement that specify a time for performance. 21.0 Entire Agreement This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings, or agreements. This Agreement may only be modified by a writing signed by both Parties. {01107846;1} 12 of 17 Errorl Unknown document property name. 22.0 Severability The invalidity in whole or in part of any provisions of this Agreement shall not void or affect the validity of the other provisions of this Agreement. 23.0 Governing Law; Venue This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to conflict of law principles, except that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in interpreting this Agreement. Any dispute that arises under or relates to this Agreement shall be resolved in the superior court or federal court with geographic jurisdiction over the City. 24.0 No Third Party Rights No third party shall be deemed to have any rights hereunder against either party as a result of this Agreement. 25.0 Waiver No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a party shall give the other party any contractual rights by custom, estoppel, or otherwise. 26.0 Prohibited Interests; Conflict of Interest 26.1. Consultant presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the Services, or which would conflict in any manner with the performance of the Services. Consultant further agrees that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, Consultant shall avoid the appearance of having any interest, which would conflict in any manner with the performance of the Services. Consultant shall not accept any employment or representation during the term of this Agreement which is or may likely make Consultant "financially interested" (as provided in California Government Code § §1090 and 87100) in any decision made by City on any matter in connection with which Consultant has been retained. 26.2. Consultant has not employed or retained any person or entity, other than a bona fide employee working exclusively for Consultant, to solicit or obtain this Agreement. Nor has Consultant paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for Consultant, any fee, commission, gift, percentage, or any other consideration contingent upon the (01107846;1) 13 of 17 Errorl Unknown document property name. execution of this Agreement. Upon any breach or violation of this Section 26.0, City shall have the right, at its sole and absolute discretion, to terminate this Agreement without further liability, or to deduct from any sums payable to Consultant hereunder the full amount or value of any such fee, commission, percentage or gift. 26.3. Consultant has no knowledge that any officer or employee of City has any interest, whether contractual, non - contractual, financial, proprietary, or otherwise, in this transaction or in the business of Consultant, and that if any such interest comes to the knowledge of Consultant at any time during the term of this Agreement, Consultant shall immediately make a complete, written disclosure of such interest to City, even if such interest would not be deemed a prohibited "conflict of interest" under applicable laws as described in this subsection. 27.0 Attorneys' Fees If either party commences any legal, administrative or other action against the other party, arising out of or in connection with this Agreement, the prevailing party in such action shall be entitled to have and recover from the losing party its reasonable attomeys' fees and other costs incurred in connection therewith. 28.0 Exhibits All exhibits referenced in this Agreement are hereby incorporated into the Agreement as if set forth in full herein. In the event of any material discrepancy between the terms of any exhibit so incorporated and the terms of this Agreement, the terms of this Agreement shall control. 29.0 Corporate Authority The person executing this Agreement on behalf of Consultant warrants that he or she is duly authorized to execute this Agreement on behalf of said Party and that by his or her execution, the Consultant is formally bound to the provisions of this Agreement. IN WITNESS WHEREOF, the Parties hereto, through their respective authorized representatives have executed this Agreement as of the date and year first above written. (01107846;1) 14 of 17 Errorl Unknown document property name. CITY OF SEAL BEACH 0 Attes 0 Approved as to F By: Craig A. Steele, City Attorney )01107846 :1) Errorl Unknown document property name. CONSULTANT: TRANSTECH ENGIN S, INC. By: Name: Ali Cayir Its: President By: U Name:Ayla Je rson, CBO Its: Building and Safety Director Exhibit A Scope of Services Interim Building Official Interim on a need basis building inspector Building and Safety Plan Review Services FEE SCHEDULE FOR INTERIM SERVICES Plan Review Services 65% of the plan review fees collected per City fee schedule. Plan Review Services where no fee Standard Hourly Rates charged by the City Interim Building Official /Plan Checker $95/hr. approximately 16hrs /week services Interim on a need basis Building $65 /hr. 8 hrs. /every other week." Inspector Any other services requested Per the attached Exhibit B Standard Hourly Rates *Interim Building Official /Plan Checker and Building Inspector services are limited to a total sum of $156,000 as provided in Section 3.0 of the Agreement. to»meae;i} 16 of 17 Errort Unknown document property name. Exhibit B TRANSTECH ENGINEERS, INC. STANDARD HOURLY RATES Effective thru 12/31/2016 Classification Hourly Rate Senior Engineer $155 to $175 Project Manager $140 to $170 Project Engineer $140 to $160 Staff Engineer /Associate Engineer $120 to $145 CADD Designer $100 to $125 Sr. Planner $120 to $145 Associate Planner $100 to $120 Funds and Grants Manager $130 to $150 Funds Analyst $100 to $120 Transportation Analyst $130 to $160 Plan Checker $100 to $135 Construction Manager $150 to $170 Inspector, PW $115 to $135 Building Official $125 to $145 Inspector, Building $80 to $120 Engineering Technician $65 to $75 Building Technician $65 to $75 Administrative /Clerical $60 to $65 2 -Man Survey Crew $275 Reimbursable direct expenses are billed at cost plus 5 %. Fees are adjusted annually based on the percentage change Los Angeles - Riverside- Orange County Consumer Price Index -All Urban Consumers ( "CPI -U ") for the preceding twelve month period as calculated and reported by the U.S. Department of Labor Bureau of Labor Statistics. (01107P6;1) 17 of 17 Errorl Unknown document property name. ACORTO® CERTIFICATE OF LIABILITY INSURANCE �� 11/1/2016 °"r"' 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 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). PRODUCER Dealey, Renton & Associates 199 S Los Robles Ave Ste 540 Pasadena, CA 91101 CONTACT NAME: Mane $Wane PHONE .62$_844 -3070 FAX r,�Not mswaney @dealeyrenton.com -ADDRESS; INSURER(S) AFFORDING COVERAGE NAIC# License #0020739 INSURER A:Travelers Indemnity Co. of Connecti 25682 Y INSURED TRANSENGII INSURER B:Travelers Property Casualty Cc of 125674 INSURER C:Amerlcan Automobile Ins. Co. 21849 Transtech Engineers, Inc. 13367 Benson Ave. Chino, CA 91710 INSURER D Atlantic Specialty Insurance Com an CLAIMS -MADE a] OCCUR 909 595 -8599 INSURER E: INSURER F: CDVFRArFS CFRTIFICATF NIIMRFR• 25436160 REVISION NUMBER: 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. INSR LTR TYPE OFINSURANCE INSD MO POUCYNUMBER POLICY EFF MMIO POLICY EXP MMIODIYYYY LIMITS A j( COMMERCIAL GENERAL LIABILITY Y Y 88041`173759 12/3112015 1213112016 EACH OCCURRENCE -RENTED $1,000,000 CLAIMS -MADE a] OCCUR DAMAGE TO PREMISES F.. $1,000,000 • MED EXP(Any one persaol $14000 Contractual Uab X_CU Included PERSONAL B ADV INJURY $1000,000 • AGGREGATE LIMIT APPLIES PER. GENERAL AGGREGATE $2,000,000 GEN'L 171 POLICY ❑ PRO- JECT LOC PRODUCTS AGG $2,000,000 8 OTHER B A Y Y BA4F174049 12/31/2015 12/31/2016 E itl1,000,000 $ $ ANY AUTO ALTOED SCHEDULED AUTOS NON -OWNED HIREDAUTOS X AUTOS BODILY INJURY P amitlt Per acotlent $ $ $ NOOwnedAul05 B %UMBRELLA LIAB X OCCUR Y Y CUP 4F17434A 12/31/2015 1213112016 EACH OCCURRENCE $5,000,000 AGGREGATE $5,000,000 EXCESS LIAB CIAIMS -MADE DEO X RETENTION$0 I $ C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/PARTNERIEXECUTIVE y VVZP81034496 91112016 9/1/2017 X PER FIR STATUTE ER EL EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCWOEDP ❑ N/A (Myyandatory in NMI E. L. DISEASE -EA EMPLOYE 51,000,000 If OE SCRIPTONOFOrPERAT10NSbelne E.L. DISEASE - POLICY LIMIT 1 $1,000,000 D Claims Made LForm 000,000 Annual Aggregate DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additiorul Remarks Sclredule, may be attactled it more apace is required) General Liability excludes claims arising out of the performance of professional services. Umbrella policy is a follow -form to underlying General /Hired &Non -Owned Auto /Employers Liability policies. RE: all ops of the named insured, interim Bldg & Safety Svcs, Bldg Official & Inspector - The City of Seal Beach is named as an additional insured as respects general & hired /non -owned auto liability for claims arising from the operations of the named insured as required per written contract or agreement. See Attached... CERTIFICATE HOLDER CANCELLATION 30 Day NOC /10 Day for NonPay of Prem © 1988 -2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Seal Beach THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 211 8th Street ACCORDANCE WITH THE POLICY PROVISIONS. Seal Beach CA 90740 AUTHORIZED REPRESENTATIVE © 1988 -2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD ACS L __r AGENCY CUSTOMER ID: TRANSENGII LOC #: ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY NAMED INSURED Dealey, Renton & Associates Transtech Engineers, Inc. 13367 Benson Ave. Chino, CA 91710 POLICY NUMBER 909 595 -8599 CARRIER NAIC CODE EFFECTVE DATE: THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE Coverage afforded the additional insured is primary and non - contributory as respects to general liability coverage. Insurance coverage includes waiver of subrogation per the attached endorsement(s). ACORD 101 (2008101) C) 2008 ACORD CORPORATION_ All rinhfs The ACORD name and logo are registered marks of ACORD POLICY NUMBER: 680417173759 COMMERICAL GENERAL LIABILITY ISSUE DATE: 11 /1/2015 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED (ARCHITECTS, ENGINEERS AND SURVEYORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE NAME OF PERSON(S) OR ORGANIZATION(S): City or Seal Beach 211 8th Street Seal Beach CA 90790 PROJECT /LOCATION OF COVERED OPERATIONS: RE: all cps for the City of Seal Beach, Bldg Official & Inspector PROVISIONS A The following is added to WHO IS AN INSURED (Section II): The person or organization shown in the Sched- ule above is an additional insured on this Cover- age Part, but only with respect to liability for bod- ily injury", 'property damage" or 'personal injury caused, in whole or in part, by your acts or omis- sions or the acts or omissions of those acting on your behalf. a. In the performance of your ongoing oper- ations; b. In connection with premises owned by or rented to you; or C. In connection with your work and included within the "products- completed operations hazard." Such person or organization does not qualify as an additional insured for "bodily injury", "property damage" or "personal injury' for which that person or organization has assumed liability in a contract or agreement. interim Bldg & Safety Svcs, The insurance provided to such additional insured is limited as follows: d. This insurance does not apply to the render- ing of or failure to render any "professional services ". e. The limits of insurance afforded to the addi- tional insured shall be the limits which you agreed in that 'contract or agreement requir- ing insurance" to provide for that additional insured, or the limits shown in the Declarations for this Coverage Part, whichever are less. This endorsement does not increase the limits of insurance stated in the LIMITS OF INSURANCE (Section III) for this Coverage Part. B. The following is added to Paragraph a. of 4. Other Insurance in COMMERCIAL GENERAL LIABILITY CONDITIONS (Section IV): However, if you specifically agree in a contract or agreement requiring insurance that, for the addi- tional insured shown in the Schedule, the insur- ance provided to that additional insured under this CG D3 82 09 07 Page I ©2007 The Travelers Companies, Inc. Includes the copyrighted material of Insurance Services Office Inc., with its permission COMMERICAL GENERAL LIABILITY Coverage Part must apply on a primary basis, or a primary and noncontributory basis, this insurance is primary to other insurance that is available to such additional insured which covers such additional insured as a named insured, and we will not share with the other insurance, provided that: (t) The "bodily injury" or "property damage" for which coverage is sought occurs; and (2) The "personal injury" for which coverage is sought arises out of an offense committed, after you have entered into that "contract or agreement requiring insurance" for such additional insured. But this insurance still is excess over valid and collectible other insurance, whether primary, excess, contingent or on any other basis, that is available to the additional insured when the additional insured is also an additional insured under any other insurance. C. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us in COMMERCIAL GENERAL LIABILITY CONDITIONS (Section IV): We waive any rights of recovery we may have against the additional insured shown in the Schedule above because of payments we make for "bodily injury", "property damage" or "personal injury" arising out of "your work' on or for the project, or at the location, shown in the Schedule above, performed by you, or on your behalf, under a "contract or agreement requiring insurance" with that additional insured. We waive these rights only where you have agreed to do so as part of the "contract or agreement requiring insurance" with that additional insured entered into by you before, and in effect when, the "bodily injury" or "property damage" occurs, or the "personal injury" offense is committed. D. The following definition is added to DEFINITIONS (Section V): "Contract or agreement requiring insurance" means that part of any contract or agreement under which you are required to include the person or organization shown in the Schedule as an additional insured on this Coverage Part, provided that the "bodily injury" and "property damage" occurs, and the "personal injury" is caused by an offense committed: a. After you have entered into that contract or agreement; b. While that part of the contract or agreement is in effect, and c. Before the end of the policy period. CG D3 82 09 07 Page z ® 2007 The Travelers Companies, Inc. Includes the copyrighted material of Insurance Services Office Inc., with its permission POLICY #: BA4 F174049 COMMERCIAL AUTO CA 20 48 02 99 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIER COVERAGE FORM TRUCKERS COVERAGE FORM With respect to coverage provided by this endorsement, the provisions ofthe Coverage Form apply unless modi- fied by this endorsement. This endorsement identifies person(s) or organization(s) who are "insureds" under the Who Is An Insured Provi- sion 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. Endorsement Effective: 12/31/2015 Countersigned By: Named Insured: Transtech Engineers, Inc. Authorized Representative) SCHEDULE Name of Person(s) or Organ ization(s): RE: all cps for the City of Seal Beach, interim Bldg & Safety Svcs, Bldg Official & Inspector (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to the endorsement.) Each person or organization shown in the Schedule is an "insured" for Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured Provision contained in Section II of the Coverage Form. CA 20 48 02 99 Copyright, Insurance Services Office, Inc., 1998 Workers' Compensation and Employers' Liability Insurance Policy Waiver of Our Right to Recover From Others Endorsement - California WC 04 03 06 If the following information is not complete, refer to the appropriate Schedule attached to the policy. Insured: Trans tech Engineers, Inc. Producer: Dealey, Renton & Associates Schedule Person or Organization City of Seal Beach 211 8th Street Seal Beach CA 90740 Additional Premium % We have the right to recover our payments from any- one liable for an injury- covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) 0 iMM Authorized Representative WC040306 Policy Number WZP81034496 Effective Date 9/1/2016 Job Description RE: all ops for the City of Seal Beach, interim Bldg & Safety SVCS, Bldg Official & Inspector You must maintain payroll records accurately segre- gating the remuneration of your employees while en- gaged in the work described in the Schedule. The additional premium for this endorsement shall be the percentage, as shown in the Schedule applicable to this endorsement, of the California workers' compensation premium otherwise due on such remuneration. Policy #BA4F174049 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET WAIVER OF SUBROGATION This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIER COVERAGE FORM TRUCKERS COVERAGE FORM With respect to coverage provided by this endorse- ment, the provisions of the Coverage Form apply unless modified by the endorsement. Paragraph 5. Transfer of Rights Of Recovery Against Others To Us of the CONDITIONS section is replaced by the following: 5. Transfer Of Rights Of Recovery Against Oth- ers To Us We waive any right of recovery we may have against any person or organization to the extent CA T3 40 08 08 required of you by a written contract executed prior to any "accident" or "loss ", provided that the "accident" or "loss" arises out of the operations contemplated by such contract. The waiver ap- plies only to the person or organization desig- nated in such contract. © 2008 The Travelers Companies, Inc. Page 1 of 1