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HomeMy WebLinkAboutDennis Grubb and Associates; 2017-01-18;AMENDMENT NO. 4 TO EXTEND AND FUND AGREEMENT FOR FIRE PLAN REVIEW SERVICES DENNIS GRUBB & ASSOCIATES, LLC This Amendment No. 4 is entered into and effective as of the 1 day of ),_, , 20:Z:A extending and funding the agreement dated January 18, 2017 (the "Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and Dennis Grubb & Associates, a limited liability company ("Contractor") (collectively, the "Parties") for fire plan review services. RECITALS A. On January 18, 2017, the Parties entered into an agreement for fire plan check services. The original not-to-exceed amount was for $50,000. B. On July 20, 2017, the Parties executed Amendment No. 1 to the Agreement to increase the not-to-exceed amount of the Agreement by fifty thousand dollars ($50,000) for a total not-to-exceed amount of one hundred thousand dollars ($100,000) with no change to the scope of work; and C. On October 2, 2017, the Parties executed Amendment No. 2 to the Agreement to remove the not-to-exceed amount from the Agreement with no change to the scope of work; and D. On February 11, 2019, the Parties executed Amendment No. 3 to the Agreement to extend and fund the Agreement for a period of two years; and E. The Parties desire to exercise the final two-year extension option and fund the Agreement for a period of two years. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. That the Agreement, as may have been amended from time to time, is hereby extended for a period of two years ending on January 18, 2023 without a not-to-exceed annual compensation amount. 2. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 3. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. /// /// City Attorney Approved Version 1/30/13 4. The individuals executing this Amendment and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Amendment. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California By: By: (sign here) , (print name/title) By: (sign here) (print name/title) Scott Chadwick City Manager ATTEST: 1,1L .BARBARA ENGLESON V - City Clerk If required by City, proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A Group B Chairman, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY. n; 4Wie Depell/Assistant City Attorney City Attorney Approved Version 1/30/13 2 ACORD., CERTIFICATE OF LIABILITY INSURANCE DATE (141M/DDNY'M 11106/2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE NAIC # INSURER A: THE HARTFORD INS CO 29424 INSURER B: SEQUOIA INSURANCE CO 22985 INSURER C: LLOYDS OF LONDON INSURANCE CO 15842 INSURER 13: INSURER E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR ,CONDMON OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR ADD' NS TYPE OF INSURANCE POLICY NUMBER PIMARI/EFFIgT/Yr POLICY EXPIRATION LIMITS A X X GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY 83SBANX2247 01/13/2020 01/13/2021 EACH OCCURRENCE $2,000,000 -RENTED DAMAGE TO PREMISES (Ea commence) 81.000.000 1 CIAIMS MADE ITO OCCUR MED EXP (Any one person) $10,000 PERSONAL & ADV INJURY $1,000,000 s4.000.000 GENERAL AGGREGATE GERI. AGGREGATE UNIT APPLIES PER: PRODUCTS. COMP/OP AGO s2,000,000 X POLICY in sm. El LOC , AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON-OWNED AUTOS COMBINED SINGLE LIMIT (Ea accident) $ BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ GARAGE LIABILDY ANY AUTO AUTO ONLY. EA ACCIDENT S OTHER THAN EA ACC $ AUTO ONLY: AGG $ EXCESSAJWIBRELLA LIAGILRY EACH OCCURRENCE $ OCCUR 1-- CLAIMS MADE AGGREGATE DEDUCTIBLE RETENTION a $ S B WORKEFIS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFIcEFUMEmBER EXCLUDED? Ilgarittuas Wee/ QWC1104737 04/01/2020 04/01/2021 WC STATU- OTH- TORY LIMITS _ER E.L EACH ACCIDENT $1,000,000 81.000,000 $1,000,000 EL. DISEASE - EA EMPLOYEE E.L. DISEASE- POLICY LIMIT C OTHER PROFESSIONAL LIABILITY A1R1900819 03/17/2020 03/17/2021 $1,000,000 OCCURRENCE $1,000,000 AGGREGATE DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES! EXCLUSIONS ADDED BY ENDORSEMENT! SPECIAL PROVISIONS CITY OF CARLSBAD, ITS ELECTED OR APPOINTED OFFICIALS, OFFICERS, EMPLOYEES AND VOLUNTEERS ARE NAMED AS ADDITIONAL INSUREDS ON THE GENERAL LIABILITY POLICY. THE GENERAL LIABILITY HAS A PRIMARY AND NON-CONTRIBUTORY CLAUSE IN FAVOR OF THE ADDITIONAL INSURED. A WAIVER OF SUBROGATION FOR THE GENERAL LIABILITY AND WORKERS COMPENSATION IS ALSO ATTACHED. INSURED DENNIS GRUBS AND ASSOCIATES 6560 VAN BUREN BLVD., STE B RIVERSIDE, CA 92503 PRODUCER WILHITE INSURANCE AGENCY 6117 BROCKTON AVENUE, STE 206 RIVERSIDE, CA 92506 CERTIFICATE HOLDER CANCELLATION CITY OF CARLSBAD 1635 FARADAY AVE CARLSBAD, CA 92008 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER. ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE JOHN VVILLHITE ACORD CORPORATION 1988 ACORD 25(2001/08) IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(les) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). 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). DISCLAIMER The Certificate of Insurance on the reverse side of tiis form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 25(2001/08) POLICY NUMBER: 83 SBA NX2247 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - PERSON-ORGANIZATION THE CITY OF BREA, ITS ELECTED OFFICIALS, OFFICERS, ATTORNEYS, AGENTS EMPLOYEES INDEPENDENT CONTRACTORS SERVING IN THE ROLE OF CITY OFFICIALS AND DESIGNATED VOLUNTEERS. CITY OF CARLSBAD 1635 FARADAY AVE CARLSBAD, CA 92008 CITY OF MORENO VALLEY THE CITY OF MORENO VALLEY COMMUNITY SERVICE DISTRICT, THE MORENO VALLEY HOUSING AUTHORITY AND EACH OF THEIR OFFICERS, OFFICIALS, EMPLOYEES, AGENTS AND VOLUNTEERS 14177 FREDERICK ST MORENO VALLEY, CA 92553 3117 HALLIDAY PROPERTIES LLC C/O MARTIN COMMERCIAL GROUP P.O. BOX 15005 SANTA ANA, CA 92735-0005 ORANGE COUNTY FIRE AUTHORITY 1 FIRE AUTHORITY RD IRVINE, CA 92602 Form Ili 12 00 11 85 T SEQ. NO. 001 Printed in U.S.A. Page 001 ( CONTINUED ON NEXT PAGE) Process Date: 01/13/20 Expiration Date: 01/13/21 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF SUBROGATION This endorsement modifies insurance provided under the following: BUSINESS LIABILITY COVERAGE FORM We waive any right of recovery we may have against: t Any person or organization shown in the Declarations, or 2. Any person or organization with whom you have a contract that requires such waiver. Form SS 12 15 03 00 Page 1 of 1 2000, The Hartford WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 04 03 06 (Ed. 04-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA 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. (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% of the California workers compensation premium otherwise due on such remuneration. Schedule Person or Organization Job Description Any person or organization as required by written contract. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is Issued subsequent to preparation of the policy.) Endorsement Effective 4/1/2020 Policy No. QWC1104737 Endorsement No. 0 Insured DENNIS GRUBB AND ASSOCIATES LLC Premium $ 508 Insurance Company Sequoia Insurance Company Countersigned by WC 04 03 06 (Ed. 04-84) RATIFICATION OF AMENDMENT NO. 3 TO EXTEND THE AGREEMENT FOR FIRE PLAN REVIEW SERVICES DENNIS GRUBB & ASSOCIATES This Ratification of Amendment No. 3 is entered into as of the / / th day of ---=-=,; ....... =--,f----1,_.._ .......... --=--=r:p,..-----' 2019, but effective as of the 18 day of January, 2019, extending the agreeme t ted January 18, 2017 (the "Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and Dennis Grubb & Associates, LLC, ("Contractor") (collectively, the "Parties") for fire plan review services. RECITALS A. On July 20, 2017, the Parties executed Amendment No. 1 to the Agreement to increase the do-not-exceed amount of the Agreement by fifty thousand dollars ($50,000) for a total do-not-exceed amount of one hundred thousand dollars ($100,000) with no change to the scope of work; and B. On October 2, 2017, the Parties executed Amendment No. 2 to the Agreement to remove the not-to-exceed amount from the Agreement with no change to the scope of work; and C. The Agreement, as amended from time to time expired on January 17, 2019 and Contractor continued to work on the services specified therein without the benefit of an agreement; and D. The Parties desire to extend the Agreement for a period of two (2) years. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. The retroactive extension and amendment of the Agreement is ratified. 2. That the Agreement, as may have been amended from time to time, is hereby extended for a period of two (2) years ending on January 17, 2021. 3. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 4. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. Ill Ill City Attorney Approwed Version 1 /30/13 5. The individuals executing this Amendment and the instruments referenced in it on behalf of Contractor each represent and warrant that they e the legal power, right and actual authority to bind Contractor to the terms and conditions this Amendment. CONTRACTOR (sign here) Dennis J. Grubb, Owner (print name/title) By: (sign here) (print name/title) By: ATTEST: ~ i«roAaKm ?fliV BARBARA ENGLESON 'lJftcity Clerk If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: ::LIA AB~ czr:ney Assistant City Attorney City Attorney Approved Version 1/30/13 2 AMENDMENT NO._1._ TO AGREEMENT FOR FIRE PLAN REVIEW SERVICES DENNIS GRUBB & ASSOCIATES dhi~mendment No. 2 is entered into and effective as of the 2n.d day of u~v::zev , 2017, amending the agreement dated January 18, 2017, as amended on July 20, 2017, (the "Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and Dennis Grubb & Associates, a Limited Liability Corporation, ("Contractor") (collectively, the "Parties") for fire plan review services. RECITALS A. On January 18, 2017, the Parties entered into an agreement for fire plan check services. The not-to-exceed amount of the original agreement was for $50,000. B. On July 20, 2017 the parties executed Amendment No. 1 to the Agreement to add an additional $50,000 to the original contract not-to-exceed amount. That brought the Agreement's total not-to-exceed amount to $100,000. C. The Parties anticipate reaching the current Agreement's not-to-exceed amount in or around October 2017. D. The Parties desire to remove the not-to-exceed amount from the Agreement with no change to the scope of work; and NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. With this Amendment, the Agreement shall no longer have a not-to-exceed amount for plan review services. 2. City will pay Contractor for all work associated with those services described in Exhibit "A" on a time and materials basis. Contractor will provide City, on a monthly basis, copies of invoices sufficiently detailed to include hours performed, hourly rates, and related activities and costs for approval by City. 3. All other provisions of the Agreement, as may have been amended from time to time, and not specifically addressed herein, shall remain in full force and effect. 4. All requisite insurance policies to be maintained by Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. 5. The individuals executing this Amendment and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Amendment. City Attorney Approved Version 9/27/16 CONTRACTOR (sign here) Dennis J Grubb/President (print name/title) By: (sign here) (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California By: ATTEST: If required by City, proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: lki~ --~----------Assistant City Attorney City Attorney Approved Version 9/27/16 2 EXHIBIT "A" SCOPE OF SERVICES AND FEE A. CONTRACTOR shall pay all postage fees for transportation of plans between City of Carlsbad and contractor. B. CONTRACTOR shall provide turn-around times established by the City as follows: New Submittals-10 Working Days; Resubmittals - 5 Working Days C. CONTRACTOR shall be compensated 100% of the City Council approved PLAN REVIEW fee for specific plan type being reviewed. This fee encompasses the initial review and one resubmittal. CONTRACTOR will not be compensated more than the City Council approved Fee Schedule for Plan Review. Hourly rates will not be accepted other than when allowed by city fee schedule. D. CONTRACTOR shall work within the City's selected Community Development Software program. Software will be provided to the contractor, including any required licensing agreements. E. CONTRACTOR shall be able to perform electronic plan review and must provide all hardware necessary to perform such reviews. F. CONTRACTOR and their associates shall be responsible for communicating and working directly with all submitting design professionals, builders, architects or engineers to resolve any and all identified plan correction items and issues. G. CONTRACTOR shall defer any disputes or conflict related to interpretation or application of the Fire Code to the Fire Marshal; any disputes or conflict related to any other adopted code shall be made by the City of Carlsbad Building Official. H. CONTRACTOR shall stamp reviewed plans utilizing city stamps provided by the Fire Department. City Attorney Approved Version 9/27/16 3 AMENDMENT NO. 1 TO AGREEMENT FOR FIRE PLAN REVIEW SERVICES DENNIS GRUBB & ASSOCIATES This Amendment No. 1 is entered into and effective as of the() QtfJ day of --"'"'-__......_.. ......... o,.i-....,__------' 2017, amending the agreement dated January 18, 2017 ") by and between the City of Carlsbad, a municipal corporation, ("City"), and Associates, a Limited Liability Corporation, ("Contractor") (collectively, the "Parties") for fire plan review services. RECITALS A. The Parties desire to increase the do not exceed amount of the Agreement by fifty thousand dollars ($50,000) for a total do not exceed amount of one hundred thousand dollars ($100,000). No change to the scope of work is made herein. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. Section 5 Compensation to the Agreement is deleted in its entirety and replaced with the following: Section 5 Compensation: The total fee payable for the Services to be performed during the initial Agreement term shall not exceed one hundred thousand dollars ($100,000) annually. No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. If the City elects to extend the Agreement, the amount shall not exceed one hundred thousand dollars ($100,000) per Agreement year. The City reserve theright to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A." 2. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 3. All requisite insurance policies to be maintained by Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. (Remainder of Page Intentionally Left Blank) City Attorney Approved Version 9/27/16 4. The individuals executing this Amendment and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Amendment. CONTRACTOR /''- By:( .. £j/lll// ·. /' ) \ / . 1W' ' . (sign here) D ~ AJ t\.i iS j G/'v a'.'.38 low,._, ,e/"' (print name/title) By: (sign here) (print name/title) CITY OF CARLSBAD, a municipal corporation of the Sta 1of California , I ~;j I I By: ATTEST: (Jo NYJcw1=/&r!c l/lvu 1~ BARBARA ENGLESON V City Clerk If required by City, proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY ttJ(L __ A_s_s-is-ta_n_t _C-it_y_A-tt_o __ rn..,.~-Y---- City Attorney Approved Version 9/27/16 2 AGREEMENT FOR FIRE PLAN REVIEW SERVICES DENNIS GRUBB & ASSOCIATES is made and entered into as of the / ?? ·fh day of _..;;:::.........~~~~..::;.+......,.._--• 20J.1_, by and between the CITY OF CARLSBAD, a municipal corporation, ("City' , and Dennis Grubb & Associates, a Limited Liability Corporation, ("Contractor"). RECITALS A. City requires the professional services of a plan review firm that is experienced in fire plan review. B. Contractor has the necessary experience in providing professional services and advice related to fire plan review. C. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of 2 years from the date first above written. The City Manager may amend the Agreement to extend it for 2 additional 2 year periods or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term shall not exceed fifty thousand dollars ($50,000.00) annually. No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. If the City elects to extend the Agreement, the amount shall not exceed fifty thousand dollars ($50,000.00) per Agreement year. The City reserves the right to withhold a ten percent (1 0%) retention until City has accepted the work and/or Services specified in Exhibit "A". City Attorney Approved Version 4/1/15 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating City Attorney Approved Version 4/1/15 2 in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 1 0.1.1 Commercial General Liability Insurance. $2,000,000 combined single-limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit. 1 0.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for City). $1,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 1 0.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 1 0.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 1 0.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 1 0.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. City Attorney Approved Version 4/1/15 3 10.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For City Name Randall Metz Title Fire Marshal Department Fire Department City of Carlsbad Address 1635 Faraday Ave. Carlsbad, CA 92008 Phone No. 760-602-4661 For Contractor Name Dennis Grubb Title President Address 6550 Van Buren Blvd., Suite E Riverside, CA 92503 Phone No. 800-975-7395 Email dennis@dgassociates.org Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all four categories. City Attorney Approved Version 4/1/15 4 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten ( 1 0) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide City Attorney Approved Version 4/1/15 5 employee, any fee, comm1ss1on, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. 26. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. City Attorney Approved Version 4/1/15 6 CONTRACTOR By~ (Si911here) (print name/title) See c&ck.< GJifomA"-AcJ.:nowird:r-e~ By: (sign here) (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California By: ATTEST: \LuAa. ({7fl~;__._ BARBARA ENGLESON tJ ~ City Clerk If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BR ERj~~ttorney ·/'/ ; . -~. ~--~/ ,/' / .-' _.,.,...--BY: -'=--''--. 5'12-Assistant City Attorney City Attorney Approved Version 4/1/15 7 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California ) County of RIVEFSJi:E ) On JlfbECEmBEJ!., !ZD}£ before me, ~/71. rg ThTf:4 NOTNZ':f fui>Uc Date Here Insert Name and Title of the Officer personally appeared ___.]2"-'EN:::..<...<-.L.;N'-L/S=--_J""..;:..___;G=-<->R...,U .... 8B...,___-=--___________ _ Name(~) of Signer~) who proved to me on the basis of satisfactory evidence to be the person(#) whose name(#} isfafe. subscribed to the within instrument and acknowledged to me that he/sAelti'ley executed the same in his/i'ler/their authorized capacity(~. and that by his/i'ler/ti'leir signature(+) on the instrument the person(~). or the entity upon behalf of which the person(1 acted, executed the instrument. PRITI B. PATEL Commission # 2014222 z • Notary Public -California ~ } Riverside County ~ 9 0• ~ 0 0 0Ml so~~-[x~ir:s :~ 1J }~J.,t Place Notary Seal Above I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature---!!.l<~Jz~---""--~ ~fi....._l ___ _ Signature of Notary Public ----------------------------oPTIONAL---------------------------- Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Doyument ii()\A-1ct!A ]J.z~ ~ ~hw<«1l:J Title or Type of Docu~ent: ~ 1&-lire.. ek n Rwe.W Document Date: _______ _ Number of Pages: 0 ~ &hfr Th~n Named Above: 1\)o ~ _Ji:'fl"Pl · " Capacity(ies) Claimed by Signer(s) Signer's Name: ])E:NrVI.S T Gt.u B.S 0 Corporate Officer -Title(s): ______ _ 0 Partner - 0 Limited 0 General 0 Individual 0 Attorney in Fact 0 Trustee 0 Guardian or Conservator 0 Other: 0 W/"\~Et.. Signer Is Representing: ________ _ Signer's Name:-=-------==------=-------0 Corporate Officer -Title(s): _____ _ D Partner - 0 Limited 0 General 0 Individual 0 Attorney in Fact 0 Trustee 0 Guardian or Conservator 0 Other: ------------- Signer Is Representing: --------- ~~~~~4?"~~~~ ©2014 National Notary Association o www.NationaiNotary.org o 1-800-US NOTARY (1-800-876-6827) Item #5907 EXHIBIT "A" SCOPE OF SERVICES TO BE PERFORMED Itemized List of what Contractor will do for City and at what price. A CONTRACTOR shall pay all postage fees for transportation of plans between City of Carlsbad and contractor. B. CONTRACTOR shall provide turn-around times established by the City as follows: New Submittals - 1 0 Working Days; Resubmittals - 5 Working Days C. CONTRACTOR shall be compensated 100% ofthe City Council approved PLAN REVIEW fee for specific plan type being reviewed. This fee encompasses the initial review and one resubmittal. CONTRACTOR will not be compensated more than the City Council approved Fee Schedule for Plan Review. Hourly rates will not be accepted other than when allowed by city fee schedule. D. CONTRACTOR shall work within the City's selected Community Development Software program. Software will be provided to the contractor, including any required licensing agreements. E. CONTRACTOR shall be able to perform electronic plan review and must provide all hardware necessary to perform such reviews. F. CONTRACTOR and their associates shall be responsible for communicating and working directly with all submitting design professionals, builders, architects or engineers to resolve any and all identified plan correction items and issues. G. CONTRACTOR shall defer any disputes or conflict related to interpretation or application of the Fire Code to the Fire Marshal; any disputes or conflict related to any other adopted code shall be made by the City of Carlsbad Building Official. H. CONTRACTOR shall stamp reviewed plans utilizing city stamps provided by the Fire Department City Attorney Approved Version 4/1/15 8