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AGMT - Charles Abbott Associates (Bldg Inspection & Plan Check)
PROFESSIONAL SERVICES AGREEMENT Between City of Seal Beach 211 8th Street Seal Beach, CA 90740 N. Charles Abbott Associates, Inc. 27401 Los Altos, Suite 220 Mission Viejo, California 92691 866- 530 -4980 This Professional Services Agreement ( "the Agreement') is made as of July 1, 2016 (the "Effective Date "), by and between Charles Abbott Associates, Incorporated ( "Consultant'), a California Corporation, and the City of Seal Beach ( "City "), a California charter city, (collectively, "the Parties "). 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 attached Exhibit A, which is hereby incorporated 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 additional work to fund unforeseen conditions up to an amount that does not cause the total compensation paid for all Services performed under this Agreement to exceed the limit of the City Manager's purchasing authority. 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 the Effective Date and shall continue until 11:59 p.m. on June 30, 2017 unless previously terminated as provided by this Agreement. 3.0 Consultant's Compensation City will pay Consultant in accordance with the provisions of Exhibit B for Services but in no event will the City pay more than $24,000 for the term of this 2of14 Agreement. Any additional work authorized by the City pursuant to Section 1.4 will be compensated in accordance with the fee schedule set forth in Exhibit B. 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 any 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. 4.2. Upon 24- hours' notice from City, Consultant shall allow City or City's agents or representatives to inspect at Consultant's offices during reasonable business hours all records, invoices, time cards, cost control sheets and other records maintained by Consultant in connection with this Agreement. City's rights under this Section 4.2 shall survive for two years following the termination of this Agreement. 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 comprehensive 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. Greg Robinson is the Consultant's primary representative for purposes of this Agreement. 3of14 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: Charles Abbott Associates, Inc. 27401 Los Altos, Suite 220 Mission Viejo, California 92691 Attn: Finance 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 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. All Services provided pursuant to this Agreement shall be performed by Consultant or under its supervision. Consultant will determine the means, methods, and details of performing the Services. 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 direction and control. 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 reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 9.2. Consultant shall indemnify and hold harmless City and its elected officials, officers, employees, servants, designated volunteers, and 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 4of14 out of any violation of this Section 9.0. In addition to any other remedies provided under this Agreement or by law, 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 to promptly pay to City any reimbursement or indemnification arising under this Section. Consultant's defense and indemnification obligations under this Subsection 9.2 is in addition to Consultant's defense and indemnification obligations of Section 12. 10.0 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. 11.0 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. 12.0 Insurance 12.1. 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 any time. 12.2. Consultant shall, at its expense, procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of this Agreement. Insurance is to 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. 12.2.1. 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); and, if required by the City, (3) Professional 5of14 Liability or Errors and Omissions Insurance, as appropriate, and (4) Workers' Compensation /Employer's Liability (per statutory requirements). 12.2.2. Consultant shall maintain limits no less than: (1) General Liability: $2,000,000 per occurrence for bodily injury, 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, as appropriate: $1,000,000 per claim /aggregate; and (4) °Workers' Compensation in accordance with State Worker's Compensation laws with employer's liability limits of no less than $1,000,000 per accident or disease. 12.3. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms supplied or approved by the City to state: 12.3.1. Except with respect to any professional liability policy or errors and omissions policy required by this Section 13.0, the City, its officials, officers, employees, agents, independent contractors serving in the role of City officials, and designated volunteers, shall be named as additional insureds (collectively "Additional Insureds "). 12.3.2. Any professional liability and /or errors and omissions policy must "pay on behalf of the insured and must include a provision establishing the insurer's duty to defend. The policy retroactive date(s) shall be on or before the effective date of this Agreement. 12.3.3. Coverage shall not be suspended, voided, reduced or canceled except after 30 days prior written notice by mail, has been given to the City. 12.3.4. Any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its officials, officers, employees, agents, independent contractors serving as City officials, and designated volunteers. 12.3.5. Coverage shall be primary insurance as respects the City, its officials, officers, employees, agents, independent contractors serving as City officials, and designated volunteers, 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, its officials, officers, employees, agents, independent contractors serving as City officials, and 6of14 designated volunteers shall be excess of the Consultant's insurance and shall not be called upon to contribute with it. 12.4. For general liability insurance, that the City, its officials, officers, employees, agents, independent contractors serving as City officials, and designated volunteers shall 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. 12.5. For automobile liability, that the City, its officials, officers, employees, agents, independent contractors serving as City officials, and designated volunteers 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, or employees 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 insurance policy shall contain a severability of interest clause providing that coverage shall be primary for losses arising out of Consultant's performance hereunder and neither the City nor its insurers shall be required to contribute to such loss. 12.5.1. For professional liability insurance and /or errors and omissions insurance, that Consultant shall maintain continuous coverage through a period of no less than three years after completion of Services required by this Agreement. 12.6. All insurance required by this Section shall contain standard separation of insureds provisions and shall not contain any special limitations on the scope of protection afforded to the City, its officials, officers, employees, agents, independent contractors serving as City officials, and designated volunteers. 12.7. 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 officials, officers, employees, agents, independent contractors serving as City officials, and designated volunteers; or (2) the Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 12.8. Each insurance policy shall be endorsed to state that the insurer waives the right of subrogation against the City and its officials, officers, employees, agents serving as independent contractors in the role of City officials, and designated volunteers. 7of14 13.0 Indemnification, Hold Harmless, and Duty to Defend 13.1. Indemnification for Professional Services. In connection with Consultant's professional services, and to the fullest extent permitted by law, Consultant shall defend at its sole cost and expense, indemnify, and hold the City, its officials, officers, employees, designated volunteers, agents and independent contractors serving in the role of City officials (collectively "Indemnitees ") free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, of any nature whatsoever, including without limitation the payment of all consequential damages and attorneys' fees and other related costs and expenses, to property or persons, including personal injury, bodily injury, wrongful death, or property damage, whether actual, alleged, or threatened, arising out of or related to, in whole or in part, the negligence, recklessness or willful misconduct of Consultant, its officers, directors, employees, agents, or servants (or any entity or individual that Consultant shall bear the legal liability) in connection with the performance of other professional services under this Agreement. With respect to any and all such aforesaid suits, actions, or other legal, equitable or administrative proceedings or suits of every kind that may be brought or instituted against Indemnitees, Consultant shall defend Indemnitees (with legal counsel approved by the City, whose approval shall not be unreasonably withheld), at Consultant's own cost, expense, and risk, and shall pay and satisfy any judgment, award, or decree that may be rendered against Indemnitees. Consultant shall reimburse the City and the other Indemnitees for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. 13.2. Indemnification for Other Than Professional Liability. Other than in the performance of professional services (as provided in Subsection 13.1) and to the fullest extent permitted by law, Consultant shall defend at its sole cost and expense, indemnify, and hold the City, its officials, officers, employees, designated volunteers, agents and independent contractors serving in the role of City officials (collectively "Indemnitees ") free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, of any nature whatsoever, including without limitation the payment of all consequential damages and attorneys' fees and other related costs and expenses, to property or persons, including personal injury, bodily injury, wrongful death, or property damage, in any manner arising out of or related to, in whole or in part, the acts or omissions of Consultant, its officers, directors, employees, agents, or servants (or any entity or individual that Consultant shall bear the legal liability) in connection with the performance of this Agreement, , including the Indemnitees' active or passive negligence, except to the extent such loss or damage arises from the sole negligence or willful misconduct of the Indemnitees, as determined by final arbitration or court decision or by the agreement of the parties. With respect to any and all such aforesaid suits, actions, or other legal proceedings of every kind that may be 8of14 brought or instituted against Indemnitees, Consultant shall defend Indemnitees, at Consultant's own cost, expense, and risk, and shall pay and satisfy any judgment, award, or decree that may be rendered against Indemnitees. Consultant shall reimburse City and the other Indemnitees for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. 13.3. Consultant's defense and indemnification obligations under this Section 14.0 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. 13.4. All duties and other covenants of Consultant under this Section 14.0 shall survive termination of this Agreement. 14.0 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. 15.0 Labor Certification 15.1. 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. 15.2. 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 Sections 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. 9of14 16.0 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. 17.0 Time of the Essence. 18.0 Time is of the essence in respect to all provisions of this Agreement that specify a time for performance. Entire Agreement This Agreement contains the entire agreement of the parties with respect to the subject matter hereof, and supersedes all prior oral or written negotiations, representations, understandings, or agreements. This Agreement may only be modified by a writing signed by both parties. 19.0 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. 20.0 Governing Law 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. 21.0 No Third Party Rights No third party shall be deemed to have any rights hereunder against either party as a result of this Agreement. 22.0 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. 23.0 Prohibited Interests; Conflict of Interest 24.1 Consultant covenants that it 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. 10 of 14 Consultant further covenants 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. 24.2 Consultant further warrants and maintains that it 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 execution of this Agreement. Upon any breach or violation of this warranty, 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. 24.3 Consultant warrants and maintains that it 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. 24.0 Attorneys' Fees If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party all of its attorneys' fees and other costs incurred in connection therewith. 25.0 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. 26.0 Corporate Authority 11 of 14 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. CITY OF SEAL BEACH CONSULTANT: CHARLES ABBOTT ASSOCIATES, INC. By: By: ill .Ingram, City M n ger, .z Name: Rusty R. Reed Attest: By: a , Ci Approved as By: raig' A Steele, C 12 of 14 President Name: Susan Abbott Its: Secretary EXHIBIT A TASKS TO BE PERFORMED In furtherance of meeting the City's objectives to the Building and Safety Division of the City, Charles Abbott Associates, Inc. will perform the following tasks: 1. The Consultant will continue providing CAA's FileMaker permit issuing and tracking system currently used in Seal Beach. 2. Pick -up and delivery service between our offices and the City office in Seal Beach for plans. 3. Using City of Seal Beach approved checklists (if available), review submittals for compliance with all current relevant state and local requirements. 4. Perform all assigned plan reviews and rechecks in stated times. 5. Ensure plans conform to the city's most current codes. 6. An Engineer will review structural plans. 7. Perform all accelerated plan reviews as requested by the City. 8. Attend meetings with staff, public officials, developers, contractors, and the general public as directed. 9. Maintain required insurance, licenses, certificates, and permits. 10. Electronic Plan Review if requested. (Reviewing PDF Plans) 11. Consultant will review the following areas for plan review: Architectural, Structural, Mechanical, Plumbing, Electrical, Energy, Accessibility and Green Building 12. Consultant will provide the following maximum turnaround times: a. Initial Checks 10 business days or less b. Recheck 5 business days or less c. Plan Change 5 business days or less d. Single Family Dwelling 7 -10 business days or less e. Apartments 10 business days or less f. Tenant Improvements 7 -10 business days or less g. Commercial /Industrial 10 business days or less h. Expedited Review 3 -5 business days or less i. As- needed Permit Technician Services (Availability may be limited) j. As- needed Building Inspector Services (Availability may be limited) k. As- needed Building Official Services (Availability may be limited) 13 of 14 EXHIBIT B STANDARD REVIEW SERVICES: For standard plan review services (which includes two rechecks) we propose a fee of 65% of the regular plan review fee charged by the City of Seal Beach in accordance with the Building Permit and Plan Check Fee Schedule. ACCELERATED REVIEW SERVICES: For accelerated plan review services, we propose a fee of 125% of the regular plan review fee charged by Seal Beach. HOURLY FEE FOR ADDITIONAL SERVICES: Plan Review services not covered under percent of fee: Building Official Services *: Building Inspector Services *: Code Enforcement Officer *: Permit Technician *: *Availability maybe limited. DATA BASE SERVICE $125.00 per hour. $122.00 per hour. $85.00 per hour. $75.00 per hour. $54.00 per hour. CAA will continue providing CAA's FileMaker permit issuing and tracking system currently used in Seal Beach for the following fees: CAA will maintain the current system in Seal Beach with CAA's standard upgrades for: $1,000 a month. The monthly fee will be reduced to zero if CAA receives $2,500 a month in plan check fees. Additional work on the permit system requested by the City of Seal Beach will be performed for $125.00 an hour. 14 of 14 ACS & CERTIFICATE OF LIABILITY INSURANCE DYYY) DATE (17D' 1 V16120 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 and Associates Lic. #0020739 P.O. Box 10550 NAME: CONTACT PHONE 714 427 -6810 FAX .714 427 -6818 EMAIL RIESS INSURER (S) AFFORDING COVERAGE NAIC 0 Santa Ana CA 92711 -0550 INSURER A: Travelers Indemnity Co. of Connecti 25682 3131/2016 3131QO16 INSURED CHARLABBO INSURER B:Travelers Property Casualty CcofA 25674 Charles Abbott Associates, Inc. INSURER C:Travelers Casualty & Surety Co. Ame 31194 27401 Los Altos Suite Mission Viejo CA 92691 1 INSURER D:Travelers Indemnity Company of Amer 25666 INSURER E: INSURER F: X COVERAGES CERTIFICATE NUMBER: 1786848383 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 OF INSURANCE INSD IN WVD POLICY NUMBER POLICY EFF MMIDDIYYYY POLICY EXP MMRIDIYYYY LIMITS A D X COMMERCIALGENERAL LIABILITY CLAIMS -MADE ❑X OCCUR Y Y 6808C120389 CA 6808C125127AOS 3131/2016 3131QO16 3/31/2017 313112011 EACH OCCURRENCE $1,000,000 DAMAGE 10 RENTED-__ PREMISES Ea occurrence $300,000 MED EXP(Any one person) $5,000 X I XCU.INDPContn. PERSONAL &ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE $2,000,000 POLICY PRO- JECT 7 LOC PRODUCTS - COMPIOP AGG $2,000,000 $ OTHER: B AUTOMOBILE LIABILITY Y Y BA8C126357 3/31/2016 3/312017 Ea accident $ 1,000,000 BODILY INJURY(Per person) $ ANYAUTO ALL OWNED AUTOSULED BODILY INJURY(Per amtlent) $ HIRED AUTOS % NON -OWNED AUTOS Ix PROPERTY DAMAGE Per accitlent $ B X LIAB % OCCUR Y Y DUP5H288865 81912016 313112017 EACH OCCURRENCE $1,000,000 AGGREGATE $1,000,000 �UMBRSESL� AB CLAIMS -MA DE RETENTION$ $ I B A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETORIPARTNERIEXECUTIVE YIN OFFcERIMEMBER EXCLUDED? � (Mandatory In NH) IN y U114032TI 06 CA UB4032T167 ADS 313112016 3/31/2016 3/31/2017 3/31/2017 X SEAruTE ER E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE - EA EMPLOYEE $1,000,000 E.L. DISEASE POLICY LIMIT $1,000,000 It yes, describe uMe, DESCRIPTION OF OPERATIONS below C Professional 106484363 3/3112016 31312017 $1,000,000 per claim Liability $1,000,000 annl aggr. Claims Made DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached it more space is mpuimd) General Liability policy excludes claims arising out of the performance of professional services. Excess Liability Coverage Excludes Professional Liability Re: All operations of the named insured - City of Seal Beach is named as an additional insured as respects general and auto liability for claims arising from the operations of the named insured as required per written contract or agreement. Insurance Coverage includes waiver of subrogation per the attached endorsement(s). CERTIFICATE HOLDER . CANCELLATION 30 Days notice /10 Days nonpay © 1988.2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) 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 Attn: Jennifer Robles ACCORDANCE WITH THE POLICY PROVISIONS. 211 Eighth Street Seal Beach CA 90740 AUTHORIZED REPRESENTATIVE l0' U'✓l o'Zn © 1988.2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD TRAVELERS WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 99 03 76(00) — 001 POLICY NUMBER: uB4032T106 CA 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 City of Seal Beach Re: All operations of the named insured - Attn: Jennifer Robles City of Seal Beach 211 Eighth Street Seal Beach CA 90740 DATE OF ISSUE: 1/16/2017 ST ASSIGN: CA u11A1811 POLICY #: BASC126357 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: 3/31/2016 Countersigned By: Named Insured: r�II) Charles Abbott Associates, Inc. �� V (Authorized Representative) SCHEDULE Name of Person(s) or Organization(s): Re: All operations of the named insured - City of Seal Beach (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 Charles Abbott Associates, Inc. Policy #BASC126357 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modi- fied by the endorsement. GENERAL DESCRIPTION OF COVERAGE — This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover- age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. BROAD FORM NAMED INSURED B. BLANKET ADDITIONAL INSURED C. EMPLOYEE HIRED AUTO D. EMPLOYEES AS INSURED E. SUPPLEMENTARY PAYMENTS — INCREASED LIMITS F. HIRED AUTO — LIMITED WORLDWIDE COVERAGE — INDEMNITY BASIS G. WAIVER OF DEDUCTIBLE — GLASS PROVISIONS A. BROAD FORM NAMED INSURED The following is added to Paragraph A.1., Who Is An Insured, of SECTION 11 — LIABILITY COV- ERAGE: Any organization you newly acquire or form dur- ing the policy period over which you maintain 50% or more ownership interest and that is not separately insured for Business Auto Coverage. Coverage under this provision is afforded only un- til the 180th day after you acquire or form the or- ganization or the end of the policy period, which- ever is earlier. B. BLANKET ADDITIONAL INSURED H. HIRED AUTO PHYSICAL DAMAGE — LOSS OF USE — INCREASED LIMIT I. PHYSICAL DAMAGE — TRANSPORTATION EXPENSES — INCREASED LIMIT J. PERSONAL EFFECTS K. AIRBAGS L. NOTICE AND KNOWLEDGE OF ACCIDENT OR LOSS M. BLANKET WAIVER OF SUBROGATION N. UNINTENTIONAL ERRORS OR OMISSIONS executed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, to be named as an addi- tional insured is an "insured" for Liability Cover- age, but only for damages to which this insurance applies and only to the extent that person or or- ganization qualifies as an "insured" under the Who Is An Insured provision contained in Section I. C. EMPLOYEE HIRED AUTO The following is added to Paragraph A.1., Who Is An Insured, of SECTION II — LI- ABILITY COVERAGE: The following is added to Paragraph c. in A.1., An "employee" of yours is an "insured" while Who Is An Insured, of SECTION II — LIABILITY operating an "auto" hired or rented under a COVERAGE: contract or agreement in that "employee's" name, with your permission, while performing Any person or organization who is required under duties related to the conduct of your busi- a written contract or agreement between you and ness. that person or organization, that is signed and CA T3 53 03 10 m 2010 The Travelers Indemnily Company. Page 1 of 4 Includes copyrighted material of Insurance services Office, Inc. with its permission. COMMERCIAL AUTO 2. The following replaces Paragraph b. in B.5., Other Insurance, of SECTION IV — BUSI- NESS AUTO CONDITIONS: b. For Hired Auto Physical Damage Cover- age, the following are deemed to be cov- ered "autos" you own: (1) Any covered "auto" you lease, hire, rent or borrow; and (2) Any covered "auto" hired or rented by your "employee" under a contract in that individual "employee's" name, with your permission, while perform- ing duties related to the conduct of your business. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto ". D. EMPLOYEES AS INSURED The following is added to Paragraph A.1., Who Is An Insured, of SECTION II — LIABILITY COV- ERAGE: Any "employee" of yours is an "insured" while us- ing a covered "auto" you don't own, hire or borrow in your business or your personal affairs. E. SUPPLEMENTARY PAYMENTS — INCREASED LIMITS 1. The following replaces Paragraph A.2.a.(2), of SECTION II — LIABILITY COVERAGE: (2) Up to $3,000 for cost of bail bonds (in- cluding bonds for related traffic law viola- tions) required because of an "accident" we cover. We do not have to furnish these bonds. 2. The following replaces Paragraph A.2.a.(4), of SECTION II — LIABILITY COVERAGE: (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day be- cause of time off from work. F. HIRED AUTO — LIMITED WORLDWIDE COV- ERAGE — INDEMNITY BASIS The following replaces Subparagraph (5) in Para- graph B.7., Policy Period, Coverage Territory, of SECTION IV — BUSINESS AUTO CONDI- TIONS: (5) Anywhere in the world, except any country or jurisdiction while any trade sanction, em- bargo, or similar regulation imposed by the United States of America applies to and pro- hibits the transaction of business with or within such country or jurisdiction, for Liability Coverage for any covered "auto" that you lease, hire, rent or borrow without a driver for a period of 30 days or less and that is not an "auto" you lease, hire, rent or borrow from any of your "employees ", partners (if you are a partnership), members (if you are a limited liability company) or members of their house- holds. (a) With respect to any claim made or "suit" brought outside the United States of America, the territories and possessions of the United States of America, Puerto Rico and Canada: (1) You must arrange to defend the "in- sured" against, and investigate or set- tle any such claim or "suit" and keep us advised of all proceedings and ac- tions. (ii) Neither you nor any other involved "insured" will make any settlement without our consent. (iii) We may, at our discretion, participate in defending the "insured" against, or in the settlement of, any claim or "suit ". (iv) We will reimburse the "insured" for sums that the "insured" legally must pay as damages because of "bodily injury" or "property damage" to which this insurance applies, that the "in- sured" pays with our consent, but only up to the limit described in Para- graph C., Limit Of Insurance, of SEC- TION II — LIABILITY COVERAGE. (v) We will reimburse the "insured" for the reasonable expenses incurred with our consent for your investiga- tion of such claims and your defense of the "insured" against any such "suit ", but only up to and included within the limit described in Para- graph C., Limit Of Insurance, of SECTION II — LIABILITY COVER- AGE, and not in addition to such limit. Our duty to make such payments ends when we have used up the ap- plicable limit of insurance in pay- ments for damages, settlements or defense expenses. (b) This insurance is excess over any valid and collectible other insurance available Page 2 of 4 ® 2010 The Travelers Indemnity Company. CA T3 53 03 10 Includes copyrighted material of Insurance services Office, Inc. with its permission. to the "insured" whether primary, excess contingent or on any other basis. (c) This insurance is not a substitute for re- quired or compulsory insurance in any country outside the United States, its ter- ritories and possessions, Puerto Rico and Canada. You agree to maintain all required or compulsory insurance in any such coun- try up to the minimum limits required by local law. Your failure to comply with compulsory insurance requirements will not invalidate the coverage afforded by this policy, but we will only be liable to the same extent we would have been liable had you complied with the compulsory in- surance requirements. (d) It is understood that we are not an admit- ted or authorized insurer outside the United States of America, its territories and possessions, Puerto Rico and Can- ada. We assume no responsibility for the furnishing of certificates of insurance , or for compliance in any way with the laws of other countries relating to insurance. G. WAIVER OF DEDUCTIBLE — GLASS The following is added to Paragraph D., Deducti- ble, of SECTION III — PHYSICAL DAMAGE COVERAGE: No deductible for a covered "auto" will apply to glass damage if the glass is repaired rather than replaced. H. HIRED AUTO PHYSICAL DAMAGE — LOSS OF USE — INCREASED LIMIT The following replaces the last sentence of Para- graph A.4.b., Loss Of Use Expenses, of SEC- TION III — PHYSICAL DAMAGE COVERAGE: However, the most we will pay for any expenses for loss of use is $65 per day, to a maximum of $750 for any one "accident ". I. PHYSICAL DAMAGE — TRANSPORTATION EXPENSES — INCREASED LIMIT The following replaces the first sentence in Para- graph A.4.a., Transportation Expenses, of SECTION III — PHYSICAL DAMAGE COVER- AGE: We will pay up to $50 per day to a maximum of $1,500 for temporary transportation expense in- curred by you because of the total theft of a cov- ered "auto" of the private passenger type. COMMERCIAL AUTO J. PERSONAL EFFECTS The following is added to Paragraph A.4., Cover- age Extensions, of SECTION III — PHYSICAL DAMAGE COVERAGE: Personal Effects We will pay up to $400 for "loss" to wearing ap- parel and other personal effects which are: (1) Owned by an "insured "; and (2) In or on your covered "auto ". This coverage applies only in the event of a total theft of your covered "auto ". No deductibles apply to this Personal Effects coverage. K. AIRBAGS The following is added to Paragraph B.3., Exclu- sions, of SECTION III — PHYSICAL DAMAGE COVERAGE: Exclusion 3.a. does not apply to 'loss" to one or more airbags in a covered "auto" you own that in- flate due to a cause other than a cause of 'loss" set forth in Paragraphs A.1.b. and A.1.c., but only: a. If that "auto" is a covered "auto" for Compre- hensive Coverage under this policy; b. The airbags are not covered under any war- ranty; and c. The airbags were not intentionally inflated. We will pay up to a maximum of $1,000 for any one 'loss ". L. NOTICE AND KNOWLEDGE OF ACCIDENT OR LOSS The following is added to Paragraph A.2.a., of SECTION IV — BUSINESS AUTO CONDITIONS: Your duty to give us or our authorized representa- tive prompt notice of the "accident" or 'loss" ap- plies only when the "accident" or "loss" is known to: (a) You (if you are an individual); (b) A partner (if you are a partnership); (c) A member (if you are a limited liability com- pany); (d) An executive officer, director or insurance manager (if you are a corporation or other or- ganization); or (e) Any "employee" authorized by you to give no- tice of the "accident' or "loss". CA T3 53 03 10 ® 2010 The Travelers Indemnity Company. Page 3 of 4 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL AUTO M, BLANKET WAIVER OF SUBROGATION The following replaces Paragraph A.5., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV — BUSINESS AUTO CONDI" TIONS: 5. Transfer Of Rights Of Recovery Against Others To Us We waive any right of recovery we may have against any person or organization to the ex- tent required of you by a written contract signed and executed prior to any "accident' or "loss ", provided that the "accident" or "loss" arises out of operations contemplated by such contract. The waiver applies only to the person or organization designated in such contract. N. UNINTENTIONAL ERRORS OR OMISSIONS The following is added to Paragraph B.2., Con- cealment, Misrepresentation, Or Fraud, of SECTION IV — BUSINESS AUTO CONDITIONS: The unintentional omission of, or unintentional error in, any information given by you shall not prejudice your rights under this insurance. How- ever this provision does not affect our right to col- lect additional premium or exercise our right of cancellation or non - renewal. Page 4 Of 4 © 2010 The Travelers Indemnity Company. CA T3 53 03 10 Includes copyrighted material of Insurance services Office, Inc. with its permission. PROFESSIONAL SERVICES AGREEMENT Between City of Seal Beach 211 8th Street Seal Beach, CA 90740 n Charles Abbott Associates, Inc. 27401 Los Altos, Suite 220 Mission Viejo, California 92691 866- 530 -4980 This Professional Service Agreement ('the Agreement') is made as of February 24, 2015 (the "Effective Date "), by and between Charles Abbott Associates, Incorporated ( "Consultant'), a California Corporation, and the City of Seal Beach ( "City "), a California charter city, (collectively, 'the Parties "). 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 attached Exhibit A, which is hereby incorporated 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 Manger may authorize extra work to fund unforeseen conditions up to the limit of her purchasing authority. Payment for additional work in excess of this amount requires prior City Council authorization. 41 r- iii This term of this Agreement shall commence as of the Effective Date and shall continue until June 30, 2015 unless previously terminated as provided by this Agreement. 3.0 Consultant's Compensation City will pay Consultant in accordance with the provisions of Exhibit B for Services but in no event will the City pay more than $24,000. Any additional work authorized by the City pursuant to Section 1.4 will be compensated in accordance with the fee schedule set forth in Exhibit B. 2of11 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 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. 4.2. Upon 24 -hour notice from City, Consultant shall allow City or City's agents or representatives to inspect at Consultant's offices during reasonable business hours all records, invoices, time cards, cost control sheets and other records maintained by Consultant in connection with this Agreement. City's rights under this Section 4.2 shall survive for two years following the termination of this Agreement. 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. 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 comprehensive general liability insurance as required by this Agreement at least 20 days before the expiration date of the previous policy. 6.0 Party Representatives 6.1. The City Manager is the City's representative for purposes of this Agreement. 6.2. Greg Robinson is the Consultant's primary representative for purposes of this Agreement. 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: 3of11 To City: City of Seal Beach 211 8th Street Seal Beach, California 90740 Attn: City Manager To Consultant: Charles Abbott Associates, Inc. 27401 Los Altos, Suite 220 Mission Viejo, California 92691 Attn: Finance 7.2. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 8.0 Independent Contractor 8.1. Consultant is an independent contractor and not an employee of the City. All services provided pursuant to this Agreement shall be performed by Consultant or under its supervision. Consultant will determine the means, methods, and details of performing the services. 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 direction and control. 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 reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 8.2. Consultant shall indemnify and hold harmless City and its elected officials, officers, employees, servants, designated volunteers, and 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. 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 to promptly pay to City any reimbursement or indemnification arising under this Section. 9.0 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. 4of11 10.0 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. 11.0 Insurance 11.1. 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 any time. 11.2. Consultant shall, at its expense, procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of this Agreement. Insurance is to 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. 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); and, if required by the City, (3) Professional Liability. Consultant shall maintain limits no less than: (1) General Liability: $2,000,000 per occurrence for bodily injury, 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; and (3) Professional Liability: $1,000,000 per claim /aggregate. 11.3. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms supplied or approved by the City to state: (1) coverage shall not be suspended, voided, reduced or canceled except after 30 days prior written notice by certified mail, return receipt requested, has been given to the City; (2) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, (3) coverage shall be primary insurance as respects the City, its directors, officials, officers, 5of11 employees, agents, and volunteers, 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, its directors, officials, officers, employees, agents and volunteers shall be excess of the Consultant's insurance and shall not be called upon to contribute with it; (4) for general liability insurance, that the City, its directors, officials, officers, employees, agents, and volunteers shall 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; and (5) for automobile liability, that the City, its directors, officials, officers, employees, agents, and volunteers 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. 11.4. All insurance required by this Section shall contain standard separation of insureds provisions. and shall not contain any special limitations on the scope of protection afforded to the City, its directors, officials, officers, employees, agents, and volunteers. 11.5. 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 directors, officials, officers, employees, agents, and volunteers; or (2) the Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 12.0 Indemnification, Hold Harmless, and Duty to Defend Consultant shall defend, indemnify, and hold the City, its officials, officers, employees, volunteers, and agents serving as independent contractors in the role of city officials (collectively "Indemnitees ") free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to negligent acts or omissions of Consultant, its employees, or its agents in connection with the performance of this Agreement, including without limitation the payment of all consequential damages and attorneys' fees and other related costs and expenses, except for such loss or damage arising from the sole negligence or willful misconduct of the City. With respect to any and all such aforesaid suits, actions, or other legal proceedings of every kind that may be brought or instituted against Indemnitees, Consultant shall defend Indemnitees, at Consultant's own cost, expense, and risk, and shall pay and satisfy any judgment, award, or decree that may be rendered against Indemnitees. Consultant shall reimburse City and its directors, officials, officers, employees, agents, and /or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity 6of11 herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its directors, officials, officers, employees, agents or volunteers.= All duties of Consultant under this Section shall survive termination of this Agreement. 13.0 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. 14.0 Labor Certification 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. 15.0 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. 16.0 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. 17.0 Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of California. 18.0 No Third Party Rights No third party shall be deemed to have any rights hereunder against either party as a result of this Agreement. 7of11 19.0 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. 20.0 Prohibited Interests; Conflict of Interest 20.1. Consultant covenants that it 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 covenants 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. 20.2. Consultant further warrants and maintains that it 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 execution of this Agreement. Upon any breach or violation of this warranty, 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. 20.3. Consultant warrants and maintains that it 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. 21.0 Attorneys' Fees If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from 8of11 the losing party all of its attorneys' fees and other costs incurred in connection therewith. 22.0 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. 23.0 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. CITY OF SEAL BEACH By: ill .Ingram, City Manger 3�5/15 A By Clerk Approved as to 0 L. Ffower, City Attorney 9of11 CONSULTANT By: Name: Its: By: Name: Its: Rusty R. Reed President Susan Abbott Secretary EXHIBIT A TASKS TO BE PERFORMED In furtherance of meeting the City's objectives to the Building and Safety Division of the City, Charles Abbott Associates, Inc. will perform the following tasks: 1. The Consultant will continue providing CAA's FileMaker permit issuing and tracking system currently used in Seal Beach. 2. Pick -up and delivery service between our offices and the City office in Seal Beach for plans. 3. Using City of Seal Beach approved checklists (if available), review submittals for compliance with all current relevant state and local requirements. 4. Perform all assigned plan reviews and rechecks in stated times. 5. Ensure plans conform to the city's most current codes. 6. An Engineer will review structural plans. 7. Perform all accelerated plan reviews as requested by the City. 8. Attend meetings with staff, public officials, developers, contractors, and the general public as directed. 9. Maintain required insurance, licenses, certificates, and permits. 10. Electronic Plan Review if requested. 11. Consultant will review the following areas for plan review: Architectural, Structural, Mechanical, Plumbing, Electrical, Energy, Accessibility and Green Building 12. Consultant will provide the following maximum turnaround times: 13. Initial Checks10 business days or less 14. Recheck 5 business days or less 15. Plan Change 5 business days or less 16. Single Family Dwelling 7 -10 business days or less 17. Apartments 10 business days or less 18. Tenant Improvements 7 -10 business days or less 19. Commercial /Industrial 10 business days or less 20. Expedited Review 3 -5 business days or less 21. As- needed Permit Technician Services 22. As- needed Building Inspector Services 23. As- needed Building Official Services 10 of 11 EXHIBIT B STANDARD REVIEW SERVICES: For standard plan review services (which includes two rechecks) we propose a fee of 65% of the regular plan review fee charged by the City of Seal Beach in accordance with the Building Permit and Plan Check Fee Schedule. ACCELERATED REVIEW SERVICES: For accelerated plan review services we propose a fee of 125% of the regular plan review fee charged by Seal Beach. HOURLY FEE FOR ADDITIONAL SERVICES: Plan Review services not covered under percent of fee: Building Official Services *: Building Inspector Services *: Code Enforcement Officer *: Permit Technician *: *Availability maybe limited. DATA BASE SERVICE $125.00 per hour. $122.00 per hour. $85.00 per hour. $75.00 per hour. $54.00 per hour. CAA will continue providing CAA's FileMaker permit issuing and tracking system currently used in Seal Beach for the following fees: CAA will maintain the current system in Seal Beach with CAA's standard upgrades for: $1,000 a month. The monthly fee will be reduced to zero if CAA receives $2,000 a month in plan check fees. Additional work on the permit system requested by the City of Seal Beach will be performed for $125.00 an hour. 11 of 11 CITY OF SEAL BEACH AGREEMENT FOR CONSULTANT SERVICES THIS AGREEMENT, is made and effective as of February 11, 2002, between the City of Seal Beach, a municipal corporation ( "City ") and, Charles Abbott Associates, Incorporated ( "Consultant'). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows: 1. TERM This Agreement shall commence on February 11, 2002 and shall remain and continue in effect for a two (2) year period from the commencement date. The Agreement shall be renewed every two (2) years, unless otherwise cancelled by either party. Either party wishing to cancel the renewal shall provide written notice no less than thirty (30) days prior to the start of the renewal period. Notwithstanding the above, Section 10 of this Agreement shall survive the term of this Agreement. 2. SERVICES Consultant shall perform the tasks described and set forth in Exhibit A, attached hereto and incorporated herein as though set forth in full. 3. PERFORMANCE (a) Consultant shall at all times faithfully, competently and to the best of his /her ability, experience, and talent, perform all tasks described herein. Consultant shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing similar services as are required of Consultant hereunder in meeting its obligations under this Agreement. Consultant represents it is skilled in the professional calling necessary to perform the services and duties agreed to hereunder by Consultant, and City relies upon the skills and knowledge of Consultant. Consultant shall perform such services and duties consistent with the standards generally recognized as being employed by professionals performing similar service in the State of California. (b) The City has established certain Performance Measures that will be applied to the processing of plan checks, building permits, and general service to the public that interacts with the Department of Development Services. These Performance Measures are described in Exhibit C, attached hereto and fully incorporated herein. The Consultant recognizes the targets established in the Performance Measures, and will adhere to these measures in the performance of its duties for the City. The City reserves the right to add, CAWINDOWS \Temporary Internet F11es \0LK31C4 \Charles Abbott Agreement.doc \LW\02 -06 -02 Building Inspection and Plan Check Contract Services Agreement. City of Seal Beach and Charles Abbott Associates, Inc. February II, 2002 amend or eliminate Performance Measures, subject to review and concurrence by the Consultant, at anytime during the term of this Agreement. As one measure of service, the City will use the Performance Measures to gauge the effectiveness of the Consultant's service to the City. The Consultant shall be responsible for providing monitoring information to the City which shows that personnel providing services to the City are achieving the Performance Measures. 4. CITY MANAGEMENT City's Director of Development Services shall represent City in all matters pertaining to the administration of this Agreement, shall review and approve all products submitted by Consultant, but not including the authority to enlarge the Tasks to be Performed or change the compensation due to Consultant. City's City Manager shall be authorized to act on City's behalf and to execute all necessary documents, which enlarge the Tasks to be Performed or change Consultant's compensation, subject to Section 6 hereof. 5. COOPERATION BY CITY City shall provide reasonable and appropriate offices for conducting the duties set forth in this Agreement. City shall also maintain documents, municipal codes, and State regulations that are customarily maintained by a City in carrying out the duties covered herein. 6. PAYMENT (a) The City agrees to pay Consultant monthly, in accordance with the payment rates and terms and the schedule of payment as set forth in Exhibit B, attached hereto and incorporated herein by this reference as though set forth in full. (b) Consultant shall not be compensated for any services rendered in connection with its performance of this Agreement, which are in addition to those set forth herein, unless such additional services are authorized in advance and in writing by the City Manager. Consultant shall be compensated for any additional services in the amounts and in the manner as agreed to by City Manager and Consultant at the time City's written authorization is given to Consultant for the performance of said services. The City Manager may approve additional work not to exceed ten percent (10 %) of the amount of the Agreement, but in no event shall such sum exceed ten thousand dollars ($10,000.00). Any additional work in excess of this amount shall be approved by the City Council. (c) Consultant will submit invoices monthly for actual services performed. Invoices shall be submitted on or about the first business day of each month, Charles Abbott Agreement 2 Building Inspection and Plan Check Contract Services Agreement. City of Seal Beach and Charles Abbott Associates, Inc. February ll, 2002 or as soon thereafter as practical, for services provided in the previous month. Payment shall be made within thirty (30) days of receipt of each invoice as to all nondisputed fees. If the City disputes any of Consultant's fees it shall give written notice to Consultant within thirty (30) days of receipt of an invoice of any disputed fees set forth on the invoice. 7. SUSPENSION OR TERMINATION OF AGREEMENT WITHOUT CAUSE (a) The City may at any time, for any reason, with or without cause, suspend or terminate this Agreement, or any portion hereof, by serving upon the Consultant at least thirty (30) days prior written notice. Upon receipt of said notice, the Consultant shall immediately cease all work under this Agreement, unless the notice provides otherwise. If the City suspends or terminates a portion of this Agreement such suspension or termination shall not make void or invalidate the remainder of this Agreement. (b) In the event this Agreement is terminated pursuant to this Section, the City shall pay to Consultant the actual value of the work performed up to the time of termination, provided that the work performed is of value to the City. Upon termination of the Agreement pursuant to this Section, the Consultant will submit an invoice to the City pursuant to Section 6. (c) Except as otherwise provided herein and prior to the termination date of this Agreement, this Agreement may be terminated by written consent of both the City and the Consultant. 8. DEFAULT OF CONSULTANT (a) The Consultant's failure to comply with the provisions of this Agreement shall constitute a default. In the event that Consultant is in default for cause under the terms of this Agreement, City shall have no obligation or duty to continue compensating Consultant for any work performed after the date of default and can terminate this Agreement immediately by written notice to the Consultant. If such failure by the Consultant to make progress in the performance of work hereunder arises out of causes beyond the Consultant's control, and without fault or negligence of the Consultant, it shall not be considered a default. (b) If the City Manager or his /her delegate determines that the Consultant is in default in the performance of any of the terms or conditions of this Agreement, he /she shall cause to be served upon the Consultant a written notice of the default. The Consultant shall have ten (10) days after service upon it of said notice in which to cure the default by rendering a satisfactory performance. In the event that the Consultant fails to cure its default within such period of time, the City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further Charles Abbott Agreement 3 Building Inspection and Plan Check Contract Services Agreement: City of Seal Beach and Charles Abbott Associates, Inc. February 11, 2002 notice and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement. 9. OWNERSHIP OF DOCUMENTS Consultant shall maintain complete and accurate records with respect to sales, costs, expenses, receipts, and other such information required by City that relate to the performance of services under this Agreement. Consultant shall maintain adequate records of services provided in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Consultant shall provide free access to the representatives of City or its designees at reasonable times to such books and records; shall give City the right to examine and audit said books and records; shall permit City to make transcripts there from as necessary; and shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement. Such records, together with supporting documents, shall be maintained for a period of three (3) years after receipt of final payment. 10. INDEMNIFICATION BY CONTRACTOR (a) Indemnification for Professional Liability. When the law establishes a professional standard of care for Consultant's Services, to the fullest extent permitted by law, Consultant shall protect, indemnify, defend and hold harmless City and any and all of its officials, employees and agents ( "Indemnified Parties ") from and against any and all losses, liabilities, damages, costs and expenses, including attorney's fees and costs to the extent same are caused in whole or in part by any negligent or wrongful act, error or omission of Consultant, its officers, agents, employees or subconsultants (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of professional services under this agreement. (b) Indemnification for Other Than Professional Liability. Other than in the performance of professional services and to the full extent permitted by law, Consultant shall protect, indemnify, defend and hold harmless City, and any and all of its employees, officials and agents from and against any liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged or threatened, including attorney's fees and costs, court costs, interest, defense costs, and expert witness fees), where the same arise out of, are a consequence of, or are in any way attributable to, in whole or in part, the performance of this Agreement by Consultant or by any individual or entity for which Consultant is legally liable, including but not limited to officers, agents, employees or subconsultants of Consultant. Charles Abbott Agreement 4 Building Inspection and Plan Check Contract Services Agreement. City of Seal Beach and Charles Abbott Associates, Inc. February 11, 2002 (c) Generally Indemnification Provisions. Consultant agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this section from each and every subconsultant or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreement. In the event Consultant fails to obtain such indemnity obligations from others as required here, Consultant agrees to be fully responsible according to the terms of this section. Failure of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. This obligation to indemnify and defend City as set forth here is binding on successors, assigns or heirs of Consultant and shall survive the termination of this Agreement or this section. 11. INSURANCE REQUIREMENTS Consultant shall maintain prior to the beginning of and for the duration of this Agreement insurance coverage as specified in Exhibit D attached to and part of this Agreement. 12. INDEPENDENT CONSULTANT (a) Consultant is and shall at all times remain as to the City a wholly independent Consultant. The personnel performing the services under this Agreement on behalf of Consultant shall at all times be under Consultant's exclusive direction and control. Neither City nor any of its officers, employees, or agents shall have control over the conduct of Consultant or any of Consultant's officers, employees, or agents, except as set forth in this Agreement. Consultant shall not at any time or in any manner represent that it or any of its officers, employees, or agents are in any manner officers, employees, or agents of the City. Consultant shall not incur or have the power to incur any debt, obligation, or liability whatever against City, or bind City in any manner. (b) No employee benefits shall be available to Consultant in connection with the performance of this Agreement. Except for the fees paid to Consultant as provided in the Agreement, City shall not pay salaries, wages, or other compensation to Consultant for performing services hereunder for City. City shall not be liable for compensation or indemnification to Consultant for injury or sickness arising out of performing services hereunder. 13. LEGAL RESPONSIBILITIES The Consultant shall keep itself informed of State and Federal laws and regulations which in any manner affect those employed by it or in any way affect the performance of its service pursuant to this Agreement. The Consultant shall at all times observe and comply with all such laws and regulations. The City, and Charles Abbott Agreement 5 • • Buildink Inspection and Plan Check Contract Services Agreement. City ofSeal Beach and Charles Abbott Associates, Inc. February II, 2002 its officers and employees, shall not be liable at law or in equity occasioned by failure of the Consultant to comply with this Section. 14. UNDUE INFLUENCE Consultant declares and warrants that no undue influence or pressure is used against or in concert with any officer or employee of the City of Seal Beach in connection with the award, terms or implementation of this Agreement, including any method of coercion, confidential financial arrangement, or financial inducement. No officer or employee of the City of Seal Beach will receive compensation, directly or indirectly, from Consultant, or from any officer, employee or agent of Consultant, in connection with the award of this Agreement or any work to be conducted as a result of this Agreement. Violation of this Section shall be a material breach of this Agreement entitling the City to any and all remedies at law or in equity. 15. NO BENEFIT TO ARISE TO LOCAL EMPLOYEES No member, officer, or employee of City, or their designees or agents, and no public official who exercises authority over or responsibilities with respect to the Project during his /her tenure or for one year thereafter, shall have any interest, direct or indirect, in any agreement or sub - agreement, or the proceeds thereof, for work to be performed in connection with the Project performed under this Agreement. 16. RELEASE OF INFORMATION /CONFLICTS OF INTEREST (a) All information gained by Consultant in performance of this Agreement shall be considered confidential and shall not be released by Consultant without City's prior written authorization. Consultant, its officers, employees, agents, or subconsultants, shall not without written authorization from the City Manager or unless requested by the City Attorney, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories, or other information concerning the work performed under this Agreement or relating to any project or property located within the City. Response to a subpoena or court order shall not be considered "voluntary" provided Consultant gives City notice of such court order or subpoena. (b) Consultant shall promptly notify City should Consultant, its officers, employees, agents, or subconsultants be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions, or other discovery request, court order, or subpoena from any person or party regarding this Agreement and the work performed hereunder or with respect to any project or property located within the City. City retains the right, but has no obligation, to represent Consultant and /or be present at any deposition, hearing, or similar Charles Abbott Agreement 6 • • Building Inspection and Plan Check Contract Services Agreement City of Seal Beach and Charles Abbott Associates, Inc. February 11, 2002 proceeding. Consultant agrees to cooperate fully with City and to provide the opportunity to review any response to discovery requests provided by Consultant. However, City's right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response. 17. NOTICES Any notices which either party may desire to give to the other party under this Agreement must be in writing and may be given either by (i) personal service, (ii) delivery by a reputable document delivery service, such as but not limited to, Federal Express, which provides a receipt showing date and time of delivery, or (iii) mailing in the United States Mail, certified mail, postage prepaid, return receipt requested, addressed to the address of the party as set forth below or at any other address as that party may later designate by notice: To City: City of Seal Beach Attention: City Manager 211 Eighth Street Seal Beach, California 90740 To Consultant: Charles Abbott Associates, Inc. Attention: Ronald B. Hamilton, President 371 Van Ness Way, Suite 200 Torrance, California 90501 18. ASSIGNMENT The Consultant shall not assign the performance of this Agreement, nor any part thereof, nor any monies due hereunder, to any subcontractor without prior written consent of the City. Such written consent shall not be unreasonably withheld. For purposes of this Agreement, the individual directly responsible for the performance of the duties of and appointed the City Building Official as herein above set forth shall be Buster Scholl, a Certified Building Official (CBO). Consultant shall provide City fourteen (14) days notice prior to the departure of Buster Scholl from Consultant's employ. The Consultant may substitute other individuals from within the Consultant's firm in the above capacities as responsible individuals, subject to prior written consent of the City. One or more Building Officials, who are Certified Building Officials, may also be designated for contact within 2 hours. Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant's employees, agents, and approved subcontractors assigned to perform services hereunder. The City shall have the right to request changes to Consultant's staffing by providing, in writing, 30 days advance notice of such request to Consultant. Charles Abbott Agreement 7 0 0 Building Inspection and Plan Check Contract Services Agreement. City of Seat Beach and Charles Abbott Associates, Inc. Febnnary 11, 2002 19. LICENSES At all times during the term of this Agreement, Consultant shall have in full force and effect, all licenses required of it by law for the performance of the services described in this Agreement. 20. GOVERNING LAW The City and Consultant understand and agree that the laws of the State of California shall govern the rights, obligations, duties, and liabilities of the parties to this Agreement and also govern the interpretation of this Agreement. Any litigation concerning this Agreement shall take place in the municipal, superior, or federal district court with jurisdiction over the City of Seal Beach. 21. ENTIRE AGREEMENT This Agreement contains the entire understanding between the parties relating to the obligations of the parties described in this Agreement. All prior or contemporaneous agreements, understandings, representations, and statements, oral or written, are merged into this Agreement and shall be of no further force or effect. Each party is entering into this Agreement based solely upon the representations set forth herein and upon each party's own independent investigation of any and all facts such party deems material. 22. SEVERABILITY The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of the other provisions of this Agreement. 23. NO PRESUMPTION REGARDING DRAFTER OF THIS AGREEMENT The parties acknowledge and agree that the terms and provisions of this Agreement have been negotiated and discussed between the parties and their attorneys, and this Agreement reflects their mutual agreement regarding the same. Because of the nature of such negotiations and discussions, it would be inappropriate to deem any party to be the drafter of this Agreement, and therefore, no presumption for or against validity or as to any interpretation hereof, based upon the identity of the drafter shall be applicable in interpreting or enforcing this Agreement. 24. ATTORNEY'S FEES If any action at law or suit in equity, including an action for declaratory relief, is brought by either party with respect to this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, in addition to any other relief to which it Charles Abbott Agreement 8 25. • • Building Inspection and Plan Check Contract Services Agreement. City of Seal Beach and Charles Abbott Associates, Inc. February 11, 2002 may be entitled, and such amount may be added to, and made a part of, such judgment. AUTHORITY TO EXECUTE THIS AGREEMENT The person or persons executing this Agreement on behalf of Consultant warrants and represents that he /she has the authority to execute this Agreement on behalf of the Consultant and has the authority to bind Consultant to the performance of its obligations hereunder. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. CITY By: ' �✓ Johrjo. Bahorski, 0 ne Yeo, City Clerk CONSULTANT a Manager I (Signature) APPROVED AS TO FORM: Quinn Barrow, City Attorney Charles Abbott Agreement 9 Ronald B. Hamilton, President w • Charles Abbott Associates, Inc. Policy Number: AZC80850554 Effective Date: 03/31/10 EXCERPTS FROM: Fireman's Fund ABC MULTICOVER — AB 91 89 08 07 THIS ENDORSEMENT MODIFIES INSURANCE PROVIDED UNDER THE FOLLOWING: AMERICAN BUSINESS COVERAGE 2. Blanket Additional Insured Section II — Liability Coverage, Part I. Who Is An Insured, Item 2. is amended to include: f. Any person or organization that you are required by a written insured contract to include as an insured, subject to all of the following provisions: (1) Coverage is limited to their liability arising out of: (a) the ownership, maintenance or use of that part of the premises, or land owned by, rented to, or leased to you; or (b) your ongoing operations performed for that insured; or (c) that insured's financial control of you; or (d) the maintenance, operation or use by you of equipment leased to you by such person(s) or organization(s) 4. Blanket Waiver of Subrogation Section II — Liability Coverage, Part K. Liability and Medical Payments General Conditions, is amended to include: 6. Transfer or Rights of Recovery Against Others to us and Blanket Waiver of Subrogation b. If required by a written insured contract, we waive any right of recovery we may have against any person or organization because of payments we make for injury or damage arising out of your operations or your work for that person or organization. 19. Common Policy Conditions (AB 00 09 A 01 87), Part H. Other Insurance, Item 2 is replaced with: 2. Coverage C — Liability If other valid and collectible insurance is available to any insured for a loss we cover under Coverage C of this Coverage Part our obligations are limited as follows: a. The insurance provided under this policy is primary if you are required by a written insured contract to include any person or organization as an insured, but only with respect to that insured's liability arising out of the ownership, maintenance, or use of that part of the premises owned by or rented to you, or your work for that insured by or for you. Any other insurance available to that person or organization is excess and noncontributory with this insurance. EXCERPT FROM: PROPERTY /LIABILITY POLICY -- AB 90 00 12 93 II. K. 5. Separation of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this policy to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom claim is made or suit is brought. • WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement changes the policy to which it is attached effective on the inception date of the policy unless a different date is indicated below. (The following "attaching clause" needs to be completed only when this endorsement is issued subsequent to preparation of the policy.) This endorsement forms a part of Policy No. WZP80982356 Issuedto: Charles Abbott Associates, Inc. By: American Automobile Ins. Co. Premium (if any) TBD We have a 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. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us). 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 2 -5% of the California workers compensation premium otherwise due on such remuneration. Schedule Person or Organization Job Description City of Seal Beach Person or Organization: The City of City Manager Seal Beach, its officers, officials, 211 Eighth Street employees, agents and designated Seal Beach, CA 90740 volunteers WC 04 03 06 Countersigned by (Ed. 4 -84) Authorized Representative Building Inspection and Plan Check Contract Services Agreement: Citv of Seal Beach and Charles Abbott Associates, Inc. Februar), 11, 2002 EXHIBIT A TASKS TO BE PERFORMED In furtherance of meeting the City's objectives to the Building and Safety Division of the City, Charles Abbott Associates, Inc. will perform the following tasks: 1. Provide a qualified Building Official and staff. The Building Official will be responsible for: developing and implementing office policies and procedures; coordinating code and ordinance adoptions; code interpretation; City Council and Planning Commission reports and presentations; and the day -to -day administration and enforcement of City adopted codes and ordinances. 1.1 The Building Official will maintain office hours at the City on an as- needed basis determined by the Director of Development Services. 1.2 The Building Official will be available within two hours notice for meetings at City hall or other locations as directed by the Director of Development Services. 1.3 The following positions will be provided: 1.3.1 Certified Combination Building Inspector. a. Position would be a 40 -hour per week position, working Monday through Thursday from 7:00 AM to 6:00 PM. b. Is also to be a Certified Combination Inspector, in order to possess the credentials and experience to perform any duty in a Building and Safety Department/Division. 1.3.2 Permit Technician. a. Position would be a 40 -hour per week position, working Monday through Friday from 8:00 AM to 5:00 PM. b. Is also to be a Certified Building Inspector or Certified Counter Technician, in order to possess the credentials and experience to perform building inspection duties on an as- needed basis. C. Experienced in issuing Building and Safety and Public Works permits with a computerized permit issuance and tracking system to be provided by Consultant. d. Able to conduct plan checks for minor projects over - the- counter, as determined by the Director of Development Services and City Engineer. 1.3.3 Code Compliance Officer. a. Position would be a 20 -hour per week position initially. It is estimated that the time commitment would be reduced to between 10 -15 hours per week as the code compliance officer reduces the backlog of existing Charles Abbott Agreement 10 0 0 Building Inspection and Plan Check Contract Services Agreement: Cite of Seal Beach and Charles Abbott Associates, Inc. Febrttary 11, 2002 compliance issues and becomes more familiar with the code compliance issues within the City. b. Have specialized training in Code Enforcement and Building Inspection, including ICBO certification as a Building Inspector. 2. The Building Official will be responsible for overseeing and implementing proper disciplinary procedures as necessary. 3. Coordinate permit requirements and interface with City Department Heads and others within the City organization including, but not limited to, Planning, Fire, Engineering, Health, Code Enforcement, and Community Service Departments. This also includes review of planning applications by Building Staff and submittal of standard or special conditions attached to the applicable application. 4. Develop or assist the City and the City Attorney in developing and maintaining the ordinances and regulations necessary to implement and enforce the current Uniform Building Code, the National Electrical Code, the Uniform Plumbing Code, the Uniform Mechanical Code, and any other uniform safety codes, laws, or regulations deemed necessary by the City Council to protect the health and safety of the citizens of the City. 5. Provide to the City, at no cost, the technical assistance to update the Uniform Codes in accordance with the schedules established by the State of California. Prepare the City's uniform code ordinance and attend the City Council meeting when the ordinance is under consideration. Coordinate with the Orange County Fire Authority (OCFA) regarding periodic updates to the Uniform Fire Code. Ensure that the City's Uniform Codes and the changes to the Uniform Fire Code are cross - referenced. 6. Establish, maintain, staff, and furnish all of the materials, forms, and equipment in compliance with state laws and sound office procedures for an accessible Building Plan Check and Inspection services office in Seal Beach. 7. Meet with developers, homeowners, commercial and office owners, architects, engineers, and the public at City Hall or in the field, as the need dictates, to resolve grievances and /or respond to questions and ensure timely project processing in compliance with City and State laws and ordinances. 8. Process, review, and approve plans, and inspect building construction in full compliance with the applicable safety codes and City and State ordinances. 9. Provide field inspection services by fully trained /certified inspectors for all construction and mobile homes regulated by State and local building codes and Title 25 of the California Administrative Code. Charles Abbott Agreement I 1 • 0 Building Inspection and Plan Check Contract Services Agreement: City of Seal Beach and Charles Abbott Associates, Inc. February 11, 2002 10. Inspections requested by 6:00 a.m. on the day of the inspection request will be conducted on the same working day. Also, as special circumstances may dictate, after hours or weekend inspections will be made. 11. Plans for new buildings will be checked in a maximum of two weeks (14 calendar days) and all other plans including tenant improvements, commercial and residential additions, remodels, renovations, and all re- checks will be checked in five working days or less; with most being checked within 24 hours. 12. Provide service at the Community Development counter a minimum of eight hours per working day, 8:00 a.m. to 12:00 noon and 1:00 p.m. to 5:00 p.m., to accept plan checks, issue permits, and answer technical questions from the public in addition to other duties as directed. Consultant will also develop, implement, and maintain a computerized Building Plan Check and Inspection permit issuance and tracking information system for the City, with the data collected and maintained therein fully accessible to the City and the public. This computerized system is being offered at no additional cost to the City. Consultant will also develop comprehensive web pages for the City, including on -line forms for public works encroachments, building applications, building permits and customer service requests. 13. Provide special inspections by qualified inspectors at the request of the Director of Development Services. 14. Make detailed monthly, quarterly, and annual reports of Consultant's activities to the City, on accountability report forms approved by the City. The reports shall include, but not be limited to, the fees collected, the staffing levels provided, the staff hours expended, the number of permits issued, the number of inspections (by type) made, and other financial, operational, and statistical information pertinent to the Building Plan Check and Inspection services process. 15. Attend Council, Commission, Committee, and other meetings as directed. 16. Provide technical support as directed to City staff. 17. Assure that files and plans are secured, organized, and kept up to date. 18. Identify, and assist in the collection of all necessary fees for permits and other services for collection by the City. Also assist in the coordination of requirements for contractor business licenses. 19. Keep daily logs of permit and inspection activities. Submit monthly, quarterly, and annual itemized reports of all service activities to the City, on City approved forms. Submit reports to other agencies as required by law and the City. Coordinate the content and format of the reports to the Council with City Staff. Charles Abbott Agreement 12 Building Inspection and Plan Check Contract Services Agreement: City of Seal Beach and Charles Abbott Associates, Inc. February 11, 2002 20. Conduct investigations as directed by the City. Included are field and office research and the follow -up work, such as appropriate preparation of letters or documents. Code enforcement for work requiring a permit is included. 21. Provide all vehicles and other equipment, such as Nextel communications, required to carry out the onsite inspections and duties of the contract Building Plan Check and Inspection services office, including code compliance activities. 22. Provide all necessary computers and software to maintain an automated permit processing system. 23. Provide an expedited plan check option in accordance with the extra costs and review timeframes as shown in Exhibit B. 24. Consultant will assemble and review all existing City policies, ordinances, and conditions pertaining to the Building Division operation. Consultant will document any areas of insufficient, incomplete or missing information and develop a timetable for the preparation of recommending policies, ordinances or conditions. A report will be presented to the Director of Development Services for review and approval within thirty days after the effective date of this Agreement. Charles Abbott Agreement 13 Building Inspection and Plan Check Contract Services Agreement: City of Seal Beach and Charles Abbott Associates, Inc. February 11, 2002 EXHIBIT B PAYMENT SCHEDULE Regular Building Plan Check and Inspection: The following fee schedule will apply for Consultant providing an on -call Certified Building Official to be paid at the hourly rate set forth in "Exhibit C ", a full -time, certified Building Inspector, a full -time Permit Technician, and a part-time Code Compliance Officer as set forth Exhibit A, Section 1, and for the provision of all services, permit tracking systems, equipment and material as set forth in Exhibit A. Monthly Fees Collected Amounts up to $40,000 Amounts over $40,000 Consultant % of Fees 65% a) 50% of monthly amounts over $40,000 up to annual aggregate of permit fees of $400,000 b) 40% of monthly amounts over $40,000 when permit fees reach an annual aggregate of between $400,000 and $700,000 c) 35% of monthly amounts over $40,000 after permit fees exceed an annual aggregate of $700,000 Notes: (1) The City must collect a minimum of $300,000 per year in building fees. If less than the minimum amount is collected, the percentage of fees or staff commitments will be adjusted per negotiation. CAA will provide a back -up Senior Inspector when the City Senior Inspector is absent a the hourly rate in the attached CAA Standard Hourly Rate Schedule. Accelerated Plan Review: Consultant will provide 48 -hour plan review at the regular rate plus 1.5 times the hourly rate (hourly rate schedule) for the plan review personnel performing the work. Charles Abbott Agreement 14 • • Building Inspection and Plan Check Contract Services Agreement: City of Seal Beach and Charles Abbott Associates, Inc. Febnuary 11, 2002 CHARLES ABBOTT ASSOCIATES, INC. STANDARD HOURLY RATE SCHEDULE EFFECTIVE DATE: JULY 1, 2001 CLASSIFICATION HOURLY RATES Senior Principal Consultant Senior Principal Engineer Principal Engineer City Engineer Project Supervisor Project Manager Structural Engineer Sr. Registered Engineer Engineering Associate Senior Geologist Engineering Assistant Senior Design Engineer Design Engineer Senior Traffic Engineer /Manager Traffic Engineer Associate Transportation Planner Sr. Draftsperson (CADD) Draftsperson (CADD) Senior Construction Observer Construction Observer Landscape Director Associate Landscape Architect Landscape Associate HOURLY CLASSIFICATION RATES 175.00 Building Official, Certified 89.00 150.00 Sr. Plan Check Engineer 83.00 122.00 Building Plan Check Engineer 79.00 106.00 Sr. Building Plan Checker 71.00 102.00 Building Plan Checker 62.00 95.00 Senior Building Inspector 73.00 95.00 Building Inspector /Checker 62.00 93.00 Permit Specialist 52.00 83.00 2- person Survey Crew 152.00 125.00 3- person Survey Crew 197.00 62.00 Administrative Assistant 51.00 79.00 Word Processor 40.00 70.00 Clerical 39.00 130.00 Computer Technician 48.00 75.00 Community Development Director 106.00 85.00 Principal Planner 97.00 71.00 Senior Planner 84.00 61.00 Associate Planner 73.00 73.00 Planning Technician 50.00 63.00 Senior Contract Administrator 88.00 97.00 Environmental Engineer 92.00 71.00 Public Relations Coordinator 110.00 61.00 Expert Witness Services 155.00 Code Enforcement Officer 45.00 The above rates include general and administrative overhead and fees. Non - labor, project related expenses will be billed at cost plus 10 %. The above hourly rates are subject to adjustment based upon increases adopted by Charles Abbott Associates, Inc. Charles Abbott Agreement 15 0 Building Inspection • Building Inspection and Plan Check Contract Services Agreement: CitY of Seal Beach and Charles Abbott Associates, Inc. February 11, 2002 EXHIBIT C PERFORMANCE MEASURES Activity Measure Building Plan 1. Initiate issuance of "over the counter' (i.e. same day) Check and permits by (08/01/01). Permit 2. Percent of plan check applications completed with 14 Streamlining working days of first submittal. Average number of days from plan acceptance to completion of the first plan check. 3. Percent of building plan reviews completed: • Same day, or over the counter; • Within one review cycle; • Within two review cycles; • Within three or more review cycles. (Note: Target for average number of review cycles per plan submitted is 2.5 cycles. Workload measures listed above to be used to set specific performance targets for plan check completion.) Customer 4. Telephone and email inquiries are responded to within one Service Building work day. 5. Written information describing permitting /application procedures is up -to -date at all times. 6. Average number of days for completion of final inspections of finished projects. 7. Percent of planning agency referrals completed on time. 8. Building web page is updated (frequency, e.g. weekly, bi- monthly, monthly) 9. Percent of inspections conducted within 24 hours of initial request. Charles Abbott Agreement 16 • • Building Inspection and Plan Check Contract Services Agreement: City- of Seal Beach and Charles Abbott Associates, Inc. February 11, 2002 EXHIBIT D INSURANCE REQUIREMENTS City As An Insured. All policies, except for Worker's Compensation and professional errors and omissions insurance coverage, shall contain additional endorsements covering City and its officers, agents, employees and volunteers as insured under the policies with respect to liabilities arising out of this Agreement. Consultant shall procure and maintain for the duration of this Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, or employees. All Sections of this Agreement and any provision in City's Request for Proposal and Consultant's submitted proposal are subordinate to and superseded by the requirements contained in this Section to the extent than any provision or portion thereof conflicts with or impairs these requirements or any obligation to or right under or pursuant to these insurance requirements. These insurance requirements are intended to be separate and distinct from any other provision in this Agreement and are intended by the parties to be interpreted as such. (a) Minimum Scope of Insurance. Coverage shall be at least as broad as: (1) Commercial General Liability /Umbrella Insurance - ISO -CGL form No. 00 01 11 85 or 88 and shall include occurrence coverage for bodily injury, property damage and personal injury. (2) Business Auto Liability /Umbrella Insurance - ISO Business Auto Coverage form CA 00 01 06 92 including symbol 1 (Any Auto). Starting and ending dates shall be concurrent. If Consultant owns no automobiles, a non -owned auto endorsement to the General Liability policy described above is acceptable. (3) Workers' Compensation /Employer's Liability Insurance - Written on a policy form providing workers' compensation statutory benefits as required by the State of California. Employer's Liability limits shall be no less than one million dollars ($1,000,000) per accident or disease. Employer's Liability coverage shall be scheduled under any umbrella policy described above. Unless otherwise agreed, this policy Charles Abbott Agreement 17 0 0 Building Inspection and Plan Check Contract Services Agreement: Cih% of Seal Beach and Charles Abbott Associates, Inc. February 11, 2002 shall be endorsed to waive any right of subrogation as respects City, its officers, officials, employees, or agents. (4) Errors and omissions liability insurance appropriate to the Consultant's profession. (b) Minimum Limits of Insurance. Consultant shall maintain limits no less than: (1) General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. 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 project/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) Errors and Omissions Liability: $1,000,000 per claim and annual aggregate. (c) Deductibles and Self- Insured Retention. Any deductibles in excess of ten percent (10 %) or self- insured retention must be declared to and approved by the City Manager. At the option of the City Manager, either the insurer shall reduce or eliminate such deductibles or self- insured retentions as respect to the City, its officers, officials, employees, agents, and volunteers; or the Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. (d) Other Insurance Provisions. The general liability, business auto liability, and any necessary umbrella liability policies are to contain, or be endorsed to contain, the following provisions: (1) General liability and umbrella policies shall cover the City, its officers, officials, employees, agents, and volunteers are to be covered as insureds or additional insureds as respects: liability arising out of activities performed by or on behalf of the Consultant; products and completed operations of the Consultant; premises owned, occupied or used by the Consultant; or automobiles owned, leased, hired or borrowed by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to the City, its officers, officials, employees, agents, or volunteers. Endorsements including the additional insured shall be Charles Abbott Agreement 18 Building Inspection and Plan Check Contract Services Agreement: City of Seal Beach and Charles Abbott Associates, Inc. February 11, 2002 identified on standard ISO endorsement number CG 20 10, attached to an ISO -CGL policy with an edition date of 1991 or earlier, or other form as expressly approved by City, and which does not limit the scope of coverage for the additional insured to vicarious liability or to the additional insureds' supervision of a given project. In no event shall the Consultant use an additional insured endorsement with an edition date of 1993 or later, absent express written authorization by City. (2) For any claims related to this project, the Consultant's insurance coverage shall be primary insurance as respect to the City, its officers, officials, employees, agents, and volunteers. Any insurance or self- insurance maintained by the City, its officers, officials, employees, agents, or volunteers shall be excess of the Consultant's insurance and shall not contribute with it. (3) Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees, agents, or volunteers. (4) The Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability, and there shall be no cross liability exclusions that preclude coverage for suits between Consultant and City or between City and any other insured. Consultant expressly waives any claim against City for any covered act or event, and Consultant's insurance policy shall not prevent such waiver. The limits of insurance required herein shall in no way limit the liability of the party providing the insurance. In addition, if the coverage or limits available to Consultant exceed that required by this Agreement, and the loss incurred by the additional insured exceeds the amount required by this Agreement, it is the parties' intent that all such additional coverage and limits available will apply irrespective of the specific coverage or limits required herein. (e) Acceptability of Insurers. Insurance is to be placed with insurers authorized and admitted to do business in California and with a current A.M. Best's rating of A or better and a financial size of VII or greater, unless otherwise acceptable to the City. Charles Abbott Agreement 19 0 0 Building Inspection and Plan Check Contract Services Agreement: Citv of Seal Beach and Charles Abbott Associates, Inc. February 11, 2002 (f) Verification of Coverage and Notice of Cancellation. (1) Consultant shall immediately furnish to City certificates of insurance or endorsements, satisfactory to City, evidencing the insurance coverage above required prior to the commencement of performance of services hereunder. These certificates or endorsements shall provide that such insurance is the minimum, is in no way limited by any provision herein, and allows for the application of all coverage available to the additional insureds. Further, the certificates or endorsements shall require thirty (30) days written notice to additional insured City prior to any termination, suspension, cancellation, or non - renewal, or the reduction of available coverage, or any change in the terms of coverage. Certificates of insurance and /or endorsements may not contain any exculpatory wording that mitigates the responsibilities of Consultant or the insurer. (2) Consultant agrees that if Consultant commences work under this Agreement without first providing City copies of the required insurance certificates or endorsements, that Consultant does so at its own and sole risk. In the event Consultant's insurance is not acceptable to City or copies of insurance certificates or endorsements are not provided, City shall have no obligations to compensate Consultant for such work unless Consultant possesses a notice to proceed from City for this work. (3) Within sixty (60) days of the commencement of this Agreement, Consultant shall furnish certified copies of the actual policies and endorsements. Failure to submit such policies shall constitute a material breach of this Agreement entitling City to any and all remedies at law or in equity, including summary termination of this Agreement. If proof of any insurance required under this Agreement is not delivered as required or if such insurance is canceled at any time and no replacement coverage is provided, City shall have the right but not the duty to obtain any insurance it deems necessary to protect its interests under this Agreement, express or implied, in any way relating to City. Any premium for such coverage shall be charged to and promptly paid by Consultant or, at City's option, may be deducted from sums due to Consultant. (4) In the event of the premature termination of this Agreement for any reason, Consultant agrees to maintain the required Charles Abbott Agreement 20 0 0 Building Inspection and Plan Check Contract Services Agreement: City of Seal Beach and Charles Abbott Associates, Inc. February 11, 2002 insurance coverage until City provides written authorization to terminate the coverage following a review and determination that all liability posed under this Agreement as to the party providing the insurance has been eliminated. (g) Notice of Claim or Loss. Consultant agrees to provide immediate notice to City of any claim or loss likely to involve City or its employees or agents which exceeds $2,500 or is likely to exceed that amount. (h) Subconsultant Insurance Requirements. Consultant agrees to require that all parties, including but not limited to subconsultants and additional Consultants or professional services with whom Consultant enters into contracts or whom Consultant hires pursuant to or in any way related to the performance of this Agreement, provide the insurance coverage required here, at a minimum. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Section. Consultant acknowledges and agrees that upon request, all agreements with subconsultants and others engaged in the project contemplated by this Agreement will be submitted to City for review. Consultant agrees and acknowledges that such contracts may require modification as to the insurance requirements necessary to properly protect City. Charles Abbott Agreement 21 Approval off dification to Agreement for Building Inspection and Plan Check Contract Services Agreement Citv Council Staff Report September 22, 2003 ATTACHMENT 1 CONTRACT MODIFICATIONS TO AGREEMENT FOR BUILDING PLAN CHECK AND INSPECTION SERVICES, CHARLES ABBOTT ASSOCIATES, INC., DATED AUGUST 21, 2003 2003 Conti-act Services.CC Staff' Report % • 0 CAACHARLES ABBOTT ASSOCIATES, Ti TC. Options I and 2 PROPOSALS FOR BACKFILLING SENIOR BUILDING INSPECTOR POSITION August 21, 2003 Mr. Lee Whittenberg Director of Development Services 211 Eighth Street Seal Beach, CA 90740 Dear Mr. Whittenberg: Please consider two approaches identified below as Option 1 and Option 2. With both Options, CAA will provide an as- needed building official, a full -time senior building inspector, a full -time building inspector, a full -time pen-nit technician, and a part-time (20 hours/week) code compliance officer, all plan review staffing, and any additional staffing as required by increased workloads. Under Option 1, CAA can provide these three full -time positions and two part-time positions along with all necessary back -up staffing at the rate of 70% for the first $50,000 collected each month and then pro -rated thereafter as described below. Under Option 2, CAA can provide these three full -time positions and two part-time positions along with all necessary back -up staffing for 65% of fees collected. CAA is dedicated to tailoring our services and compensation to best meet ti',e needs of ti'�e City . of Seal Beach. We are open to discussion of these or any other options the City may want to consider. Sincerely, Buster Scholl, CBO Regional Director Charles Abbott Associates, Inc. 371 Van A'ess May, Suite 200, Torrance, CA 90301 (310) 212 -3778 -FAX(310) 213 -0993 0 • CAACHARLESABBOTT ASSOCIATES, INC. Option 1 Modify existing contract EXHIBIT A by adding a new sub - section: 1.3.4 Senior Building Inspector. a. Position would be a 40 -hour per week position, working Tuesday through Friday from 7:00 AM to 6:00 PM. b. Is also to be a Certified Combination Inspector and Certified Plans Examiner, in order to possess the credentials and experience to perform any duty in a Building and Safety Department/Division Modify existing contract EXHIBIT B, PAYMENT SCHEDULE, as shown below: EXHIBIT B Regular Building Plan Check and Inspection: The following fee schedule will apply for Consultant providing an on -call Certified Building Official, a full -time Senior Building Inspector, a full -time, certified Building Inspector, a part -time Code Compliance Officer, a, _full -time Permit Technician and additional building and safety staffing as the workload may dictate as set forth Exhibit A, Section 1, and for the provision of all se; Vices, permit tracking systems, equipment and material as set forth in Exhibit A. Monthly Fees Collected Consultant % of Fees Amounts up to $50,000 Amounts over $50,000 70% a) 55% of monthly amounts over $50,000 up to annual aggregate of permit fees of $400,000 b) 45% of monthly amounts over $50,000 after when permit fees reach an annual aggregate of between $400,000 and $700,000 c) 40% of monthly amounts over $50,000 after permit fees exceed an annual aggregate of $700,000 Charles Abbott Associaies, Inc. 371 Van Ness Way, Suite 2130, Torrance, CA 90501 (310) 2IZ -5778 X FA.Y (310) 112- 0993 CHARLES ABBOTT ASSOCIATES, WC. i Note: The City must collect a minimum of $400,000 per year in building fees. If less than the minimum amount is collected, the percentage of fees or staff commitments will be adjusted per negotiation. Accelerated Plan Review: Consultant will provide 48 -hour plan review at the regular rate plus 1.5 times the hourly rate (hourly rate schedule) for the plan review personnel performing the work. Option 2 Modify existing contract EXHIBIT A by adding a new sub - section: 1.3.4 Senior Building inspector. a. Position would be a 40 -hour per week position, working Tuesday through Friday from 7:00 AM to 6:00 PM. b. Is also to be a Certified Combination Inspector and Certified Plans Examiner, in order to possess the credentials and experience to perform any duty in a Building and Safety Department/Division Modify existing contract EXHIBIT B, PAYMENT SCHEDULE, as shown below: EXHIBIT B Regular Building Plan Check and Inspection: The following fee schedule will apply for Consultant providing an on -call Certified Building Official, a full -time Senior Building Inspector, a full -time, certified Building Inspector, a part -time Code Compliance Officer, a full -time Permit Technician and additional building and safety staffing as the workload may dictate as set forth Exhibit A, Section 1, and for the provision of all services, permit tracking systems, equipment and material as set forth in Exhibit A. Monthiv Fees Collected Consultant % of Fees -- --- - - - - -J Fees Collected 65% Charles Abbott Associates, Inc. 371 Van I ess Way, Suite 200, Torrance, C4 90501 (310) 212 -57.78 * FAX (310) 212 -0993 CAACHARLES ABBOTT ASSOCIATES, INI C. Note: The City must collect a minimum of $400,000 per year in building fees. If less than the minimum amount is collected, the percentage of fees or staff commitments will be adjusted per negotiation. Accelerated Plan Review: Consultant will provide 48 -hour plan review at the regular rate plus 1.5 times the hourly rate (hourly rate schedule) for the plan review personnel performing the work. Charles Abbott Associates, Inc. 371 Van Arens FJ,ay, Suite 200, Torrance, CA 90501 (310) 212-5778 *FAX (310) 212 -0993 CITY OF SEAL BEACH COMPARISON OF ACTUAL vs. PROPOSED COMPENSATION OPTIONS CITY FEES CAR'S ACTUAL OPTION #1 OPTION #2 COLLECTED COMPENSATION 70% 65% JULY 67,708 40,070 44,739 44,010 AUGUST 92,689 49,091 58,479 60,248 SEPT 44,272 28,300 30,990 28,777 OCT 169,811 78,368 100,896 110,377 NOV 38,206 25,368 26,744 24,834 DEC 58,203 33,847 38,691 37,832 JAN 44,189 28,032 30,932 28,723 FEB 26,326 17,824 18,428 17,112 MARCH 39,372 26,749 27,560 25,592 APRIL 83,697 48,739 50,163 54,403 MAY 31,737 20,807 22,216 20,629 JUNE 53,935 34,124 36,770 35,058 TOTAL 750,145 431,319 486,608 487,595 Approval of edification to Agreement for Building Inspection and Plan Check Contract Services Agreement City Council Staff Report September 22, 2003 ATTACHMENT 2 COMPARISON OF BUILDING PERMIT FEES - CONTRACT V. CITY SERVICES, FISCAL YEAR 2002 -2003 2003 Contract Sen ices.CC Staff Rcpori �i oo`' u 'T J v � U �U o � �U O J n M O O N N O O N LL U) z 0 F- a v) 0 F- zU) Ov LL = Q LL Q z H W CL m0U U F— W CO) W W U. 0 Oa >zV CL V .z >° z v L) LL 0 z 0 CL a U r � I :Fm F-W C-4 O Co z X O 0 0 O O d ti ti � M tt M N M M N N N O M O M N ao Lo � E N CL i= e N 0 a 0 CD O d N O ti 06 O ao ' ao ti I- 06 P` Lo 'h Lo O O O Lo ~ 00 N N M N N N co oaO�N F- z 10 U) F.- IL 0 C 0 O co O r` O O co" V O N M M N O co M W Cfl T- O t� co 0 ._ N I` I' O co 1-- CD M d; to N ti CD LU J N co C Q \ O � d 00 M O M 00 CO N 06 M C5 M 06 ti N O to N N Cfl M 0 c r, N Oa v W CL F- J z co o F- M M 0 ti to M M M M 0 N M ti r M O e M V N N M M O M Ln F- U_ CO N N N le to to O N O M M M M O Q O C F_ d () w m t to to -v M v Go � M O qt .4i M 4 N N M qi Lc) CO N O et F- O w N N tD D z 0 Lo to Lo M Lo to to to to to to Lo N p V Q z W oo 00 00 00 00 00 00 00 0o 0o 00 00 Cy J J W — (L Q co co CD CD co co co co co co co ( d ti U) Cl) z 0 (Q Q Q O O M M ti N't M M I` It Cl) Il- O m O O M CO M CO M d' OC) M O N W It I� M � O W N M �Q7 (~) W O 0) 0o 00 LO CY) 00 fl_ co 00 O -q;j- M ci Q p. It It N ti N M N � N -t N M 0 V Cl) � W w F- w M N CO M m O N ti ti Lo to LLV W O � M CO ti N O N O N m , N M f` M m co M ti M M F- I- co CV CA i I�r M (0 oO co 00 to .1 t C4 N d co M 00 r- M M Lo O LO O UV _ F- CL z U >- z Q z O D n 0 U O z o w LL ¢ Q O Q F- Approval of N7odification to Agreement for Building Inspection and Plan Check Contract Services Agreement City Council Staff Report September 22, 2003 ATTACHMENT 3 MONTHLY BUILDING PERMIT AND PLAN CHECK FEES - FISCAL YEARS 2000 -2001, 2001 -20025 AND 2002 -2003 2003 Contract Scrvices.CC Staff Report 0 Approval of 0 dification to Agreement for Building Inspection and Plan Check Contract Services Agreement CifY Council Staff Report September 22, 2003 MONTHLY BUILDING FEES COLLECTED FY 2000 -20019 2001 -2002, and 2002 -2003 MONTH FISCAL YEAR 2000 -2001 FISCAL YEAR 2001 -2002 FISCAL YEAR 2002 -2003 3 YEAR AVERAGE JULY 36,861 55,461 67,708 53,343 AUGUST 103,190 82,996 92,689 92,958 SEPTEMBER 52,025 99,218 44,272 65,172 OCTOBER 43,692 60,049 169,811 91,184 NOVEMBER 36,080 22,234 38,206 32,173 DECEMBER 41,393 29,060 58,203 42,885 JANUARY 51,624 32,217 44,189 42,677 FEBRUARY 54,676 52,295 26,326 45,099 MARCH 70,030 62,531 39,372 57,311 APRIL 71,029 46,711 83,697 67,146 MAY 31,830 64,529 31,737 42,699 JUNE 206,168 51,121 53,935 103,741 TOTAL 798,598 658,422 750,145 735,722 2003 Contract Services.CC Staff Report I.1 CITY OF SEAL BEACH AMENDMENT NO. 1 TO AGREEMENT FOR CONSULTANT SERVICES THIS AMENDMENT NO. 1 TO THE AGREEMENT FOR CONSULTANT SERVICES DATED JANUARY 28, 2002, is made and effective as of October 1, 2003, between the City of Seal Beach, a municipal corporation ( "City ") and, Charles Abbott Associates, Incorporated ( "Consultant "). In consideration of the mutual covenants and conditions set forth herein, the parties agree to amend the Agreement as follows: EXHIBIT A is hereby amended by adding a new sub - section 1.3.4 to read as follows: "1.3.4 Senior Building Inspector. a. Position would be a 40 -hour per week position, working hours as directed by the City. b. Is also to be a Certified Combination Inspector and Certified Plans Examiner, in order to possess the credentials and experience to perform any duty in a Building and Safety Department/Division." 2. EXHIBIT B, PAYMENT SCHEDULE is hereby amended to read as follows: "EXHIBIT B Regular Building Plan Check and Inspection: The following fee schedule will apply for Consultant providing an on -call Certified Building Official, a full -time Senior Building Inspector, a full -time, certified Building Inspector, a part-time Code Compliance Officer (20 hours per week), a full -time Permit Technician and additional building and safety staffing as the workload may dictate as set forth Exhibit A, Section 1, and for the provision of all services, permit tracking systems, equipment and material as set forth in Exhibit A. (: \flnrnmonM and CuttinnNRuefor Arhn NflneNnn \AhhnM(:nnfmMG mundmaMNn 1 dnr\I 1Mmio- 0 • Amendment No. 1 - Building nspection and Plan Check Contract Services Agreement: City of Seal Beach and Charles Abbott Associates, Inc. October 1, 2003 Monthly Fees Collected Amounts up to $50,000 Amounts over $50,000 Consultant % of Fees 70% a) 55% of monthly amounts over $50,000 up to annual aggregate of permit fees of $400,000 b) 45% of monthly amounts over $50,000 after when permit fees reach an annual aggregate of between $400,000 and $700,000 c) 40% of monthly amounts over $50,000 after permit fees exceed an annual aggregate of $700,000 Note: The City must collect a minimum of $400,000 per year in building fees. If less than the minimum amount is collected, the percentage of fees or staff commitments will be adjusted per negotiation. Accelerated Plan Review: Consultant will provide 48 -hour plan review at the regular rate plus 1.5 times the hourly rate (hourly rate schedule) for the plan review personnel performing the work." 3. Except as modified or changed herein, all terms and provisions of the Agreement shall remain in full force and effect. 4. In the event of any material discrepancy between the express provisions of this Amendment No. 1 and the Agreement, the provisions of this Amendment No. 1 shall prevail. 5. This Amendment No. 1 and the Agreement represent the entire and integrated agreement between City and Consultant. This Amendment No. 1 and the Agreement supersede any and all other agreements, either oral or in writing, between the parties with respect to the subject matter herein. Each party to this Agreement acknowledges that no representations by any party, which are not ChhnH!`nnhaMGmnnAmanNJn 1 i Amendment No. 1 - Building Inspection and Plan Check Contract Services Agreement: City of Seal Beach and Charles Abbott Associates, Inc. October 1. 2003 embodied herein, and no other agreement, statement or promise not contained in this Agreement shall be valid and binding. Any modification of this Agreement will be effective only if it is in writing signed by the parties. AUTHORITY TO EXECUTE THIS AGREEMENT The person or persons executing this Amendment No. 1 on behalf of Consultant warrants and represents that he /she has the authority to execute this Amendment No. 1 on behalf of the Consultant and has the authority to bind Consultant to the performance of its obligations hereunder. IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be executed the day and year first above written. Cl2YO F EA C CONSULTANT By By: . (Sit (Sign ture) G6. Bahorski Manager APPROVED AS TO FORM: uinn Barrow, City Attorney Ghhntt(:nnfrarfAmnn�ImnnfNn 1 Rusty Reed, President Charles Abbott Associates, Inc CITY OF SEAL BEACH AGREEMENT FOR CONSULTANT SERVICES Permit Software and Plan Review THIS AGREEMENT, is made and effective as of December 2, 2013, between the City of Seal Beach, a municipal corporation ( "City ") and, Charles Abbott Associates, Incorporated ( "Consultant "). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows: 1. TERM This Agreement shall commence December 2, 2013 and shall remain and continue in effect until June 30, 2014 from the commencement date and the cost shall not to exceed twenty -four thousand dollars ($20,000). 2. SERVICES Consultant shall perform the tasks described and set forth in Exhibit A, attached hereto and incorporated herein as though set forth in full. 3. PERFORMANCE Consultant shall at all times faithfully, competently and to the best of his /her ability, experience, and talent, perform all tasks described herein. Consultant shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing similar services as are required of Consultant hereunder in meeting its obligations under this Agreement. Consultant represents it is skilled in the professional calling necessary to perform the services and duties agreed to hereunder by Consultant, and City relies upon the sills and knowledge of Consultant. Consultant shall perform such services and duties consistent with the standards generally recognized as being employed by professional performing similar service in the State of California. 4. CITY MANAGEMENT City's Director of Community Development shall represent City in all matters pertaining to the administration of this Agreement, shall review and approve all products submitted by Consultant, but not including the authority to enlarge the Tasks to be Performed or change the compensation due to Consultant. City's City Manager shall be authorized to act on City's behalf and to execute all necessary documents, which enlarge the Tasks to be performed or change Consultant's compensation, subject to Section 6 hereof. 1 5. COOPERATION BY CITY City shall provide reasonable and appropriate offices for conducting the duties set forth in this Agreement. City shall also maintain documents, municipal codes, and State regulations that are customarily maintained by a City in carrying out the duties covered herein. 6. PAYMENT (a) The City agrees to pay Consultant monthly, in accordance with the payment rates and terms and the schedule of payment as set forth in Exhibit B, attached hereto and incorporated herein by this references though set forth in full. (b) Consultant shall not be compensated for any services rendered in connection with its performance of the Agreement, which are in addition to those set forth herein, unless such additional services are authorized in advance and in writing by the City Manager. Consultant shall be compensated for any additional services in the amounts and in the manner as agreed to by City Manager and Consultant at the time City's written authorization is given to Consultant for the performance of said services. The City Manager may approve additional work not to exceed ten percent (10 %) of the amount of the Agreement, but in no event shall such sum exceed eight thousand dollars ($8,000.00). Any additional work in excess of this amount shall be approved by the City Council. (c) Consultant will submit invoices monthly for actual services performed. Invoices shall be submitted on or about the first business day of each month, or as soon thereafter as practical, for services provided in the previous month. Payment shall be made within thirty (30) days of receipt of each invoice as to all nondisputed fees, If the City disputes any of Consultant's fees it shall give written notice to Consultant within thirty (30) days of receipt of an invoice of any disputed fees set forth on the invoice. 7. SUSPENSION OR TERMINATION OF AGREEMENT WITHOUT CAUSE (a) The City may at any time, for any reason, with or without cause, suspend of terminate this Agreement, or any portion hereof, by serving upon the Consultant at least thirty (30) days prior written notice. Upon the receipt of said notice, the Consultant shall immediately cease all work under this Agreement, unless the notice provides otherwise. If the City suspends or terminates a portion of this Agreement such suspension or termination shall not make void or invalidate the remainder of this Agreement. (b) In the event this Agreement is terminated pursuant to this Section, the City shall pay to Consultant the actual value of the work performed up to the time of termination, provided that the work performed is of value to the City. 2 Upon termination of the Agreement pursuant to this Section, the Consultant will submit an invoice to the City pursuant to Section 6. (c) Except as otherwise proved herein and prior to the termination date of this Agreement, this Agreement may be terminated by written consent of both the City and the Consultant. 8. DEFAULT OF CONSULTANT (a) The Consultant's failure to comply with the provisions of this Agreement shall constitute a default. In the event that Consultant is in default for cause under the terms of this Agreement, City shall have no obligation or duty to continue compensating Consultant for any work performed after the date of default and can terminate this Agreement immediately by written notice to the Consultant. If such failure by the Consultant to make progress in the performance of work hereunder arises out of causes beyond the Consultant's control, and without fault or negligence of the Consultant, it shall not be considered a default. (b) If the City Manager of his /her delegate determines that the Consultant is in default in the performance of any of the terms or conditions off this Agreement, he /she shall cause to be served upon the consultant a written notice of the default. The Consultant shall have ten (10) days after service upon it of said notice in which to cure the default by rendering a satisfactory performance. In the event that the Consultant fails to cure its default with in such period of time, the City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement. 9. OWNERSHIP OF DOCUMENTS Consultant shall maintain complete and accurate records with respect to sales, costs, expenses, receipts, and other such information required by City that relate to the performance of services under this Agreement. Consultant shall maintain adequate records of services provided in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Consultant shall provide fee access to the representatives of City or its designees at reasonable times to such books and records; shall give City the right to examine and audit said books and records; shall permit City to make transcripts there from as necessary; and shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement. Such records, together with supporting documents, shall be maintained for a period of three (3) years after receipt of final payment. 3 10. INDEMNIFICATION BY CONTRACTOR (a) Indemnification for Professional Liability: When the law establishes a professional standard of care for Consultant's Services, to the fullest extent permitted by law, Consultant shall protect, indemnify, defend and hold harmless City and any and all of its officials, employees and agents ( "indemnified Parties ") from and against any and all losses, liabilities, damages, costs and expenses, including attorney's fees and costs to the extent same are caused in whole or in part by any negligent or wrongful act, error or omission of Consultant, its officer, agents, employees or sub consultants (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of professional services under this agreement. (b) Indemnification for Other than Professional Liability. Other than in the performance of professional services and to the full extent permitted by law, Consultant shall protect, indemnify, defend and hold harmless City, and any and all of its employees, officials and agents from and against any liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged or threatened, including attorney's fees and costs, court costs, interest, defense costs, and expert witness fees), where the same arise out of, are a consequence of, or are in any way attributable to, in whole or in part, the performance of this Agreement by Consultant or by any individual or entity for which Consultant is legally liable, including but not limited to officers, agents, employees or sub consultants of Consultant. (c) Generally Indemnification Provisions: Consultant agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this section from each and every sub consultant or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreement. In the Event Consultant fails to obtain such indemnity obligations according to the terms of this section. Failure of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. This obligation to indemnify and defend City as set forth here is binding on successors, assigns or heirs of Consultant and shall survive the termination of this Agreement or this section. 11. INSURANCE REQUIREMENTS Consultant shall maintain prior to the beginning of and for the duration of this Agreement insurance coverage as specified in Exhibit C Attached to and part of this Agreement. 12. INDEPENDENT CONSULTANT 4 (a) Consultant is and shall at all times remain as to the City a wholly independent Consultant. The personnel performing the services under this Agreement on behalf of Consultant shall at all times be under Consultant's exclusive direction and control. Neither City nor any of its officer, employees, or agents shall have control over the conduct of Consultant or any of Consultant's officers, employees, or agents, except as set forth in this Agreement. Consultant shall not at any time or in any manner represent that it or any of its officers, employees, or agents, are in any manner officers, employees, or agents of the City. Consultant shall not incur or have the power to incur any debt, obligation, or liability whatsoever against City, or bind City in any manner. (b) No employee benefits shall be available to Consultant in connection with the performance of this Agreement. Except for the fees paid to Consultant as provided in the Agreement, City shall not pay salaries, wages, or other compensation to Consultant for performing services hereunder for City. City shall not be liable for compensation or indemnification of Consultant for injury or sickness arising out of performing services hereunder. 13. LEGAL RESPONSIBILITIES The Consultant shall keep itself informed of State and Federal laws and regulations, which in any manner affect those employed by it or in any way, affect the performance of its service pursuant to the Agreement. The Consultant shall at all times observe and comply with all such laws and regulations. The City, and its officers and employees, shall not be liable at law or in equity occasioned by failure of the Consultant to comply with this Section. 14. UNDUE INFLUENCE Consultant declares and warrants that no undue influence or pressure is used against or in concert with any officer or employee of the City of Seal Beach in connections with the award, terms or implementation of this Agreement, including any method o coercion, confidential financial arrangement, or financial inducement. No officer or employee of the City of Seal Beach will receive compensation, direct or indirectly, from Consultant or from any officer, employee or agent of Consultant, in connection with the award of this Agreement or any work to be conducted as a result of this Agreement. Violation of this Section shall be a material breach of this Agreement entitling the City to any and all remedies at law or in equity. 15. NO BENEFIT TO ARISE TO LOCAL EMPLOYEES No member, officer, or employee of City, or their designees or agents, and no public official who exercises authority over or responsibilities with respect to the Project during his /her tenure or for one year thereafter, shall have any interest, direct or indirect, in any agreement or sub - agreement, or the proceeds thereof, 5 for work to be performed in connection with the Project performed under this Agreement. 16. RELEASE OF INFORMATION /CONFLICTS OF INTEREST (a) All information gained boy Consultant in performance of this Agreement shall be considered confidential and shall not be released by Consultant without City's prior written authorization. Consultant, its officers, employees, agents, or sub consultants, shall not without written authorization from the City Manager or unless requested by the City Attorney, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories, or other information concerning the work performed under this Agreement or relating to any project or property located within the City. Response to a subpoena or court order shall not be considered "voluntary" provided Consultant gives City notice of such court order or subpoena. (b) Consultant shall promptly notify City should Consultant, its officers, employees, agents, or sub consultants be served any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions, or other discovery request, court order, or subpoena from any person or party regarding this Agreement and the work performed hereunder or with respect to any project or property located within the City. City retains the right, but has no obligation, to represent Consultant and /or be present at any deposition, hearing, or similar proceeding. Consultant agrees to cooperate fully with City and to provide the opportunity to review any response to discovery requests provided by Consultant. However, City's right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response. 17. NOTICES Any notices which either party may desire to give to the other party under this Agreement must be in writing and may be given either by (i) personal service, (ii) delivery by a reputable document deliver service, such as but not limited to, Federal Express, which provides a receipt showing date and time of deliver, or (iii) mailing in the United states Mail, certified mail, postage repaid, return receipt requested, addressed to the address of the party as set forth below or at any other address as that party may later designate by notice: To City: City of Seal Beach Attention: City Manager 211 Eighth Street Seal Beach, CA 90740 To Consultant: Charles Abbott Associates, Inc. Attention: Rusty Reed, President 27401 Los Altos, Suite 220 D 18. ASSIGNMENT The Consultant shall not assign the performance of this Agreement, nor any part thereof, nor any monies due hereunder, to any subcontractor without prior written consent of the City. Such written consent shall not be unreasonably withheld. 19. LICENSES At all times during the term of this Agreement, Consultant shall have in full force and effect, all licenses required of it by law for the performance of the services described in this Agreement. 20. GOVERNING LAW The City and Consultant understand and agree that the laws of the State of California shall govern the rights, obligations, duties, and liabilities of the parties to this Agreement and also govern the interpretation of this Agreement. Any litigation concerning this Agreement shall take place in the municipal, superior, or federal district court with jurisdiction over the City of Seal Beach. 21. ENTIRE AGREEMENT This agreement contains the entire understanding between the parties relating to the obligations of the parties described in this Agreement. All prior or contemporaneous agreements, understandings, representations, and statements, oral or written, are merged into this Agreement and shall be of no further force or effect. Each party is entering into this Agreement based solely upon the representations set forth herein and upon each party's own independent investigation of any and all facts such party deems material. 22. SEVERABILITY The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of the other provisions of this Agreement. 23. NO PRESUMPTION REGARDING DRAFTER OF THIS AGREEMENT The parties acknowledge and agree that the terms and provisions of this Agreement have been negotiated and discussed between the parties and their attorneys, and this Agreement reflects their mutual agreement regarding the same. Because of the nature of such negotiations and discussions, it would be inappropriate to deem any party to be the drafter of this Agreement, and therefore, no presumption for or against validity or as to any interpretation 7 hereof, based upon the identity of the drafter shall be applicable in interpreting or enforcing this Agreement. 24. ATTORNEY'S FEES If any action at law or suite in equity, including an action for declaratory relief, is brought boy either party with respect to this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, in addition to any other relief to which it may be entitled, and such amount may be added to, and made a part of, such judgment. 25. AUTHORITY TO EXECUTE THIS AGREEMENT The person or persons executing this Agreement on behalf of Consultant warrants and represents that he /she has the authority to execute this Agreement on behalf of the Consultant and has the authority to bind Consultant to the performance of its obligations hereunder. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. CITY OF SEAL BEACH CONSULTANT By: Jill R. Ingram, 0ty anager Rusty Reed, President IAP13 EXHIBIT A TASKS TO BE PERFORMED In furtherance of meeting the City's objectives to the Building and Safety Division of the City, Charles Abbott Associates, Inc. will perform the following tasks: 1. The Consultant will continue providing CAA's FileMaker permit issuing and tracking system currently used in Seal Beach. 2. Pick -up and delivery service between our offices and the City office in Seal Beach for plans. 3. Using City of Seal Beach approved checklists (if available), review submittals for compliance with all current relevant state and local requirements. 4. Perform all assigned plan reviews and rechecks in stated times. 5. Ensure plans conform to the city's most current codes. 6. An Engineer will review structural plans. hereof, based upon the identity of the drafter shall be applicable in interpreting or enforcing this Agreement. 24. ATTORNEY'S FEES If any action at law or suite in equity, Including an action for declaratory relief, is brought boy either party with respect to this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, In addition to any other relief to which it may be entitled, and such amount may be added to, and made a part of, such Judgment. 25. AUTHORITY TO EXECUTE THIS AGREEMENT The person or persons executing this Agreement on behalf of Consultant warrants and represents that he /she has the authority to execute this Agreement on behalf of the Consultant and has the authority to bind Consultant to the performance of its obligations hereunder. IN WITNESS WHIHtEOF, the parties hereto have caused this Agreement to be executed the day and year first above written. CITY OF SEAL BEACH CONSULTANT By: Jill R Ingram, ty anger Rusty Reg, President 1�*! EXHIBIT A TASKS TO BE PERFORMED In furtherance of meeting the City's objectives to the Building and Safety Division of the City, Charles Abbott Assodates, Inc. will perform the following tasks: 1. The Consultant will continue providing CAA's FileMaker permit issuing and tracking system currently used in Seal Beach. 2. Pick -up and delivery service between our offices and the City office in Seal Beach for plans. 3. Using City of Seal Beach approved cheddists Of available), review submittals for compliance with all current relevant state and local requirements. 4. Perform all assigned plan reviews and rechecks in stated times. S. Ensure plans conform to the city's most current codes. 6. An Engineer will review structural plans. 8 7. Perform all accelerated plan reviews as requested by the City. 8. Attend meetings with staff, public officials, developers, contractors, and the general public as directed. 9. Maintain required insurance, licenses, certificates, and permits. 10. Electronic Plan Review if requested. 11. Consultant will review the following areas for plan review: Architectural, Structural, Mechanical, Plumbing, Electrical, Energy, Accessibility and Green Building 12. Consultant will provide the following maximum turnaround times: 13. Initial Checks 14. Recheck 15. Plan Change 16. Single Family Dwelling 17. Apartments 18. Tenant Improvements 19. Commercial /Industrial 20. Expedited Review 10 business days or less 5 business days or less 5 business days or less 7 -10 business days or less 10 business days or less 7 -10 business days or less 10 business days or less 3 -5 business days or less EXHIBIT B STANDARD REVIEW SERVICES: For standard plan review services (which includes two rechecks) we propose a fee of 65% of the regular plan review fee charged by the City of Seal Beach in accordance with the Building Permit and Plan Check Fee Schedule. ACCELERATED REVIEW SERVICES: For accelerated plan review services we propose a fee of 125% of the regular plan review fee charged by Seal Beach. HOURLY FEE FOR ADDITIONAL SERVICES: For services not included in the base fee we propose an hourly fee of $125 per hour. DATA BASE SERVICE CAA will continue providing CAA's FileMaker permit issuing and tracking system currently used in Seal Beach for the following fees: CAA will maintain the current system in Seal Beach with CAA's standard upgrades for: $1,000 a month. The monthly fee will be reduced to zero if CAA receives $2,000 a month in plan check fees. Additional work on the permit system requested by the City of Seal Beach will be performed for $125.00 an hour. E EXHIBIT C INSURANCE REQUIREMENTS City As An Insured: All policies, except for Worker's Compensation and professional errors and omissions insurance coverage, shall contain additional endorsements covering City and its officers, agents, employees and volunteers as insured under the policies with respect to liabilities arising out of this Agreement. Consultant shall procure and maintain for the duration of this Agreement insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, or employees. All Sections of this Agreement and any provision in City's Request for Proposal and Consultant's submitted proposal are subordinate to and superseded by the requirements contained in this Section to the extent than any provision or portion thereof conflicts with or impairs these requirements or any obligation to or right under or pursuant to these insurance requirements. Thee insurance requirements are intended to be separate and distinct from any other provision in this Agreement and are intended by the parties to be interpreted as such. (a) Minimum Scope of Insurance. Coverage shall be at least as broad as: (1)Commercial General Liability /Umbrella insurance - ISO -CGL form No. 00 01 11 85 or 88 and shall include occurrence coverage for bodily injury, property damage and personal injury. (2) Business Auto Liability /Umbrella Insurance - ISO Business Auto Coverage form CA 00 0106 92 including symbol 1 (Any Auto). Starting and ending dates shall be concurrent. If Consultant owns no automobiles, a non -owned auto endorsement to the General Liability policy described above is acceptable. (3) Workers' Compensation /Employer's liability Insurance - Written on a policy form providing workers' compensation statutory benefits as required by the State of California. Employer's Liability limits shall be no less than one million dollars ($1,000,000) per accident or disease. Employer's Liability coverage shall be scheduled under any umbrella policy described above. Unless otherwise agreed, this policy shall be endorsed to waive any right of subrogation as respects City, its officers, officials, employees, or agents. (4) Errors and omissions liability insurance appropriate to the Consultant's profession. 10 (b) Minimum Limits of Insurance. Consultant shall maintain limits no less than: (1) General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. If General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project /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)Errors and Omissions Liability: $1,000,000 per claim and annual Aggregate. (c) Deductibles and Self - Insured Retention. Any deductibles in excess of ten percent (10% or self- insured retention must be declared to and approved by the City Manager. At the option of the City Manager, either the insurer shall reduce or eliminate such deductibles or self- insured retentions as respect to the City, its officers, officials, employees, agents and volunteers; or the Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. (d) Other Insurance Provisions. The general liability, business auto liability, and any necessary umbrella liability policies are to contain, or be endorsed to contain, the following provisions: (1) General liability and umbrella policies shall cover the City, its officers, officials, employees, agents, and volunteers are to be covered as insured or additional insureds as respects: Liability arising out of activities performed by or on behalf of Consultant; premises owned, occupied or used by the Consultant; or automobiles owned, leased, hired or borrowed by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to the City, its officers, official, employees, agents, or volunteers. Endorsements including the additional insured shall be identified on standard ISO endorsement number CG 20 10, attached to an ISO -CGL policy with an edition date of 1991 or earlier, or other form as expressly approved by City, and insured to vicarious liability or to the additional insured Consultant use an additional insured endorsement with an edition date of 1993 or later, absent express written authorization by City. (2) For any claims related to this project, the Consultant's Insurance coverage shall be primary insurance as respect to the City, its officers, officials, employees, agents, and volunteers. Any insurance or self - insurance maintained by the City, its officers, officials, employees, agents, or volunteers shall be excess of the Consultant's insurance and shall not contribute with it. 11 (3) Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees, agents, or volunteers. (4) The Consultant's insurance shall apply separately to each insured against whom claim is made or suit it brought, except with respect to the limits of the insurer's liability, and there shall be no cross liability exclusions that preclude coverage for suits between Consultant and City or between City and any other insured. Consultant expressly waives any claim against City for any covered act or event, and Consultant's insurance policy shall not prevent such a waiver. The limits of insurance required herein shall in no way limit the liability of the party providing the insurance. In addition, if the coverage or limits available to Consultant exceed that required by this Agreement, and the loss incurred by the additional insured exceeds the amount required by this Agreement, it is the parties' intent that all such additional coverage and limits available will apply irrespective of the specific coverage or limits required herein. (e) Acceptability of Insurers. Insurance is to be placed with insurers authorized and admitted to do business in California and with a current A.M. Best's rating of A or Better and a financial size of VII or greater, unless otherwise acceptable to the City. (f) Verification of Coverage and Notice of Cancellation (1) Consultant shall immediately furnish to City certificates of insurance endorsements, satisfactory to City, evidencing the insurance coverage above required prior to the commencement of performance of services hereunder. These certificates or endorsements shall provide that such insurance is the minimum, is in no way limited by any provision herein, and allows for the application of all coverage available to the additional insureds. Further, the written notice to additional insured City prior to any termination, suspension, cancellation, or non - renewal, or the reduction of available coverage, or any change in the terms of coverage. Certificates of insurance and /or endorsements may not contain any exculpatory wording that mitigates the responsibilities of Consultant or the insurer. (2) Consultant agrees that if Consultant commences work under this Agreement without first providing City copies of the required insurance certificates or endorsements, that Consultant does so at its own and sole risk. In the event Consultant's insurance is not acceptable to the City or copies of insurance certificates or endorsements are not provided, City shall have no obligation to compensate Consultant for such work unless Consultant possesses a notice to proceed from City for this work. (3) Within sixty (60) days of the commencement of this Agreement, Consultant shall furnish certified copies of the actual policies and endorsements. Failure 12 to submit such policies shall constitute a material breach of this Agreement including summary termination of this Agreement. If proof of any insurance required under this Agreement is not delivered as required or if such insurance is cancelled at any time and no replacement coverage is provided, City shall have the right but not the duty to obtain any insurance it deems necessary to protect its interests under this Agreement, express or implied, in any way relating to City. Any premium for such coverage shall be charge to and promptly paid by Consultant or, at City's option, may be deducted from sums due to Consultant. (4) In the event of the premature termination of this Agreement for any reason, Consultant agrees to maintain the required insurance coverage until City provides written authorization to terminate the coverage following a review and determination that all liability posed under this Agreement as to the party provided the insurance has been eliminated. (g) Notice of Claim or Loss. Consultant agrees to provide immediate notice to City of any claim or loss likely to involve City or its employees or agents, which exceeds $2,500 or is likely to exceed that amount. (h) Sub consultant Insurance Requirements. Consultant agrees to require that all parties, including but not limited to sub consultants and additional Consultants or professional services with whom Consultant enters into contracts or whom Consultant hires pursuant to or in any way related to the performance of this Agreement, provide the insurance coverage required here, at a minimum. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Section. Consultant acknowledges and agrees that upon request, all agreements with sub consultants and others engaged in the project contemplated by this Agreement will be submitted to City for review. Consultant agrees and acknowledges that such contacts mat require modification as to the insurance requirements necessary to properly protect City. 13