CITY OF CAMPBELL
CONSULTANT SERVICES AGREEMENT
This Agreement is entered into at Campbell, California on the 1st day of July 2026, by and between the City of Campbell (hereinafter referred to as "City") and NV5, Inc., (hereinafter referred to as "Consultant") (each is referred to individually as a “Party” and collectively, as the “Parties”).
WHEREAS, City desires to obtain consulting services for the purpose of construction plan review to determine code compliance against City adopted California Building Codes either in-part or in-entirety; WHEREAS, Consultant represents that it has the expertise, means, and ability to perform said such services and has currency with all applicable certifications, licenses, bonding, and insurance; NOW, THEREFORE, in consideration of each other’s mutual promises, Consultant and City agree as follows:
1. DUTIES OF CONSULTANT
1.1 Consultant agrees to perform services as set forth in Exhibit A - Scope of Services, attached hereto and incorporated herein by reference, and which shall be interpreted together and in harmony with this Agreement. In the event of any conflict between Exhibit A and this Agreement, this Agreement shall govern, control, and take precedence.
1.2 Consultant’s project manager will meet with the City’s project coordinator prior to commencement of the project to establish a clear understanding of the working relationships, authorities, trade standards, and management philosophy of City as it relates to this Agreement.
1.3 Consultant, working with the City, will gather available existing information concerning the project, and shall review documents as necessary for compliance with the project’s objectives.
1.4 In performance of this Agreement by Consultant, time will be of the essence. Completion deadlines will be so agreed and arranged in advance and in writing. Plan examination and estimated cost to provide shall include an expected normal first round examination time limit targeted at 10 working days, with follow up second reviews targeted at 5 working days from the date of document receival. A third round of plan check and any additional rounds or specifics or related shop drawing and/or revision review shall be billed on a Time and Materials base, at the agreed upon hourly rate set forth in Section 3, below. If a specific project is deemed by Consultant to be beyond normal where these performance limits cannot reasonably be met, Consultant must obtain City’s prior acceptance of the deviation or time extensions in writing.
1.5 Except as expressly stated in Section 1.4, Consultant shall not be responsible for delay caused by activities or factors beyond Consultant’s reasonable control, including delays in document submittals, product specification, or by reason of strikes, work slow-downs or stoppages, or acts of God.
Each party hereto shall give notice promptly to the other of the nature and extent of any Force Majeure claimed to delay, hinder or prevent performance of the services under this Agreement. Each Party will, however, make all reasonable efforts to remove or eliminate such a cause of delay or default and will, upon the cessation of the cause, diligently pursue performance of its obligations in this Agreement. In the event either party is prevented or delayed in the performance of its respective obligation by reason of such Force Majeure, there may be an equitable adjustment of the schedule and Consultant compensation based on City’s sole discretion.
1.6 Consultant agrees to perform this Agreement in accordance with the highest degree of skill and expertise exercised by members of Consultant’s profession working on similar projects under similar Item 9.4
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circumstances.
1.7 Consultant shall perform in good faith with City in all aspects of the performance of this Agreement.
1.8 In the course of the performance of this Agreement, Consultant shall act in the City’s best interest as it relates to the project.
1.9 In the event, major discrepancies, omissions, or misrepresentations, are discovered during the activity of this Agreement, Consultant shall stop forward progress and notify the City’s project coordinator in a timely way. When resolved, forward progress shall commence.
1.10 All activities of Consultant, its employees, subcontractors, and/or agents will be carried out in compliance with all applicable federal, state, and local laws and regulations.
1.11 The designated project manager for Consultant shall be ___________. Consultant’s project manager shall have all the necessary authority to direct technical and professional work within the scope of the Agreement and shall serve as the principal point of contact with the City and the City’s project coordinator. The authorized principal of Consultant executing this Agreement for the Consultant shall have authority to make decisions regarding changes in services, termination and other matters related to the performance of this agreement on behalf of Consultant.
1.12 The Consultant (and its employees, agents, representatives, and subconsultants), in the performance of this Agreement, shall act in an independent capacity and not as officers or employees or agents of the City. The City shall not direct the work and means for accomplishment of the services and work to be performed hereunder. The City, however, retains the right to require that work performed by Consultant meet specific standards consistent with the requirements of this Agreement without regard to the manner and means of accomplishment thereof. Subcontractors shall assume all rights, obligations, and liabilities, applicable to it as an independent contractor hereunder. Consultant represents and warrants that it (i) is fully experienced and properly qualified to perform the class of work and services provided for herein, (ii) has the financial capability and shall finance its own operations required for the performance of the work and services and (iii) is properly equipped and organized to perform the work and services in a competent, timely and proper manner in accordance with the requirements of this Agreement. Consultant agrees to comply with AB5, codified at Labor Code section 2750.3, and shall indemnify, defend and hold harmless the City, its officers, officials, directors, agents representatives, volunteers, and employees against any claim or liability, including attorneys’ fees and costs, arising in any manner related to this Agreement that an employee, agent or others under Consultant’s supervision or control was misclassified.
1.13 This Agreement contains provisions that permit mutually acceptable changes in the scope, character or complexity of the work if such changes become desirable or necessary as the work progresses.
Adjustments to the basis of payment and to the time for performance of the work, if any, shall be established by a written contract amendment (approved and executed by the City) to accommodate the changes in work.
1.14 Consultant warrants that Consultant, its subcontractors, and/or agents (if any) has/have complied with any and all federal, state, and local licensing requirements and agrees to provide proof of such requirements at City’s request.
2. DUTIES OF CITY
2.1 City shall furnish to Consultant all available and pertinent data and information requested by Consultant to facilitate the preparation of the documents called for in this Agreement. Consultant shall be entitled to reasonably rely on the accuracy and completeness of such information, provided that Consultant shall make any additional investigation reasonably necessary to confirm such information and Item 9.4
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provide City prompt written notice of any known or discovered defects in such data and information.
2.2 City shall provide contract administration services. City shall notify Consultant of required administrative procedures and shall name representatives, if any, authorized to act in its behalf.
2.3 City shall review documents submitted by Consultant and shall render decisions pertaining thereto as promptly as reasonably possible.
3. COMPENSATION
3.1 For the full performance of the services described herein by Consultant, City agrees to compensate Consultant for all services and direct costs associated with the performance of the Project in an amount not to exceed $500,000:
a. Once each month, Consultant shall submit for payment by City, an itemized invoice for services performed during the previous billing period. The invoice shall describe the services rendered and the title of the item of work and shall list labor hours by personnel classification. Said invoice shall be based on all labor and direct expense charges made for work performed on the Project. Labor charges shall be in accordance with the fee schedule found in Exhibit A of this Agreement. City shall pay Consultant for services rendered and approved by the City within 30 days from the date the itemized invoice is received by the City, subject to the maximum not to exceed amount specified above and the City’s right to object. b. Direct costs are those outside costs incurred on or directly for the project and substantiated with invoices for the charges. Direct expenses include printing, reproduction, and delivery charges.
3.2 If Consultant incurs other costs which are not specifically covered by the terms of this Agreement, but which are necessary for performance of Consultant’s duties, City may approve payment for said costs if authorized in writing by the City in advance.
3.3 City may order changes in the scope or character of services in writing, including increasing or decreasing the amount of Consultant’s services. In the event that the work is decreased, Consultant is entitled to full compensation for all services performed and expenses incurred prior to receipt of notice of change. Under no conditions shall Consultant make any changes to the work, either as additions or deductions, without the prior written order of the City. In the event that the City determines that a change to the work or services from that specified in this Agreement is required, the contract time and/or actual costs reimbursable by the City for the project may be adjusted by contract amendment or change order to accommodate the changed work. The maximum not to exceed total amount specified in this Article 3 (Compensation) shall not be exceeded, unless authorized by written contract amendment or change order, approved and executed by the City. Consultant shall obtain prior written approval for a revised fee schedule from the City before exceeding such fee schedule. Only City’s authorized representative(s) is authorized to approve changes to this Agreement on behalf of City.
3.4 In no event will the Consultant be reimbursed for any costs or expenses at any rates that exceed the rates for set forth in the fee schedule found in Exhibit B.
3.5 Consultant agrees that the payments to Consultant specified in this Article 3 (Compensation) will constitute full and complete compensation for all obligations assumed by Consultant under this Agreement. Where conflicts regarding compensation may occur, the provisions of this section apply.
4. SUBCONSULTANTS
4.1 Consultant may not subcontract any services required under this Agreement without the Item 9.4
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prior written consent of the City.
4.2 Consultant shall be responsible to City for the performance of any and all subconsultants who perform work under this contract, and any acts of negligence or misconduct on their part. Consultant is solely responsible for all payments due to subconsultants.
4.3 Consultant shall require and verify that all subcontractors maintain insurance meeting all of the requirements stated herein, including naming the City of Campbell, its officers, officials, directors, agents, representatives, volunteers, and employees as additional insureds. Any modification to the insurance requirements for subcontractors must be agreed to by the City in writing.
4.4 If at any time, the City determines any subcontractor is incompetent or unqualified, Consultant will be notified and will be expected to immediately cancel the subcontract.
5. OWNERSHIP OF DOCUMENTS AND MATERIALS
All original drawings, documents, papers, data, materials, photographs, negatives and other work products prepared by the Consultant and/or its subconsultants in the performance of the services encompassed in this Agreement (whether in printed or electronic format) (“project-related documents and materials) shall be the property of the City and may be used on this project without the consent of the Consultant or its subcontractors. City acknowledges that such drawings, documents, and other items are instruments of professional services intended for use only on the subject project. Consultant agrees that all copyrights which arise from creation of the project-related documents and materials pursuant to this Agreement shall be vested in the City and waives and relinquishes all claims to copyright or other intellectual property rights in favor of the City. Any project-related documents and materials related to this Agreement shall be confidential, not to be used by the Consultant on other projects or disclosed to any third party, except by agreement in writing by the City, or except as otherwise provided herein. Upon the completion or termination of this Agreement for any reason, the City shall be entitled to receive, and Consultant shall promptly provide to the City upon request, all finished and unfinished project-related documents and materials, produced or gathered by or on behalf of Consultant, that are in Consultant’s possession, custody or control. Consultant may retain copies of said documents and materials for its files.
In the event of termination, any dispute regarding compensation or damages shall not hinder, prevent, or otherwise impact the City’s right to promptly receive and use such documents and materials which are the sole and exclusive property of the City.
Certain information received by Consultant from City may be considered confidential (“Confidential Information”). Confidential Information shall mean all non-public information or proprietary materials (in every form and media) disclosed or made available directly or indirectly through any means of communication, either verbally or in writing, to Consultant in connection with this Agreement. Unless otherwise required by law, Consultant shall not, without City’s written permission, use or disclose City documentation and/or Confidential Information other than in the performance of the obligations under this Agreement. As between Consultant and City, all City Confidential Information shall remain the property of the City. Consultant shall not acquire ownership interest in the City’s Confidential Information.
Consultant shall be responsible for ensuring and maintaining the security and confidentiality of City’s Confidential Information, protect against any anticipated threats or hazards to the security or integrity of City Data and Confidential Information, protect against unauthorized access to or use of City Data and Confidential Information that could result in substantial harm or inconvenience to City or any end users; and ensure the proper return and/or disposal of City Data and Confidential Information upon termination of this Agreement with notice to the City.
Consultant shall take appropriate action to address any incident of unauthorized access to City’s Confidential Information, including addressing and/or remedying the issue that resulted in such Item 9.4
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unauthorized access, notifying City as soon as possible of any incident of unauthorized access to City Data and Confidential Information, or any other breach in Consultant’s security that materially affects City or end users; and be responsible for ensuring compliance by its officers, employees, agents, and subcontractors with the confidentiality provisions hereof. Should confidential and/or legally protected City Data be divulged to unauthorized third parties, Consultant shall comply with all applicable federal and state laws and regulations, including but not limited to California Civil Code sections 1798.29 and 1798.82 at Consultant’s sole expense. Consultant shall not charge City for any expenses associated with Consultant’s compliance with these obligations.
Consultant shall defend, indemnify and hold harmless City, its officials, officers, employees and agents against any claim, liability, loss, injury or damage (including attorneys’ fee and costs) arising out of, or in connection with, the unauthorized use, access, and/or disclosure of City’s Confidential Information by Consultant and/or its agents, employees or sub-contractors, excepting only loss, injury or damage caused by the sole negligence or willful misconduct of the City. This provision shall survive the termination or expiration of this Agreement.
6. TERMINATION
6.1 Notwithstanding any other provision of this Agreement, the City may terminate this Agreement at any time, with or without cause, in its sole discretion, by giving notice in writing to Consultant of such termination. In the event of such termination, Consultant shall have the right and obligation to immediately assemble the work then in progress for the purpose of completing the work and turning over all materials and documents to City.
6.2 In the event of such termination, Consultant shall be compensated for all work and services performed to the point of termination in accordance with the payment provisions set forth in Section 3.1, unless the termination is for cause, in which event Consultant need be compensated only to the extent required by law.
6.3 Upon notice of termination by City, the Consultant will immediately act to not incur any additional obligations, costs or expenses, except as may be reasonably necessary to terminate its activities.
All finished or unfinished work or documents procured or produced under the Agreement will become property of the City upon the termination date. In the event of Consultant’s failure to perform pursuant to the Agreement, the City reserves the right to obtain services elsewhere and Consultant will be liable for the difference between the prices set forth in the terminated Agreement and the actual cost to the City.
Termination of the Agreement pursuant to this paragraph shall not relieve the Consultant of any liability to City for additional costs, expenses, or damages sustained by City due to failure of the Consultant to perform pursuant to the Agreement. City may withhold any payments to Consultant for the purpose of set off until such time as the exact amount of damages due City from Consultant is determined. After the effective date of termination, Consultant will have no further claims against the City under the Agreement. No other compensation will be payable for anticipated profit on unperformed services.
7. AUDIT AND INSPECTION
Consultant shall permit authorized representatives of City to inspect and audit all data and records relating to its performance under this Agreement for a period of three years following acceptance of the final study.
8. EQUAL EMPLOYMENT OPPORTUNITY
Consultant agrees to refrain from discriminatory employment practices on the basis of race, religious creed, color, sex, national origin, handicap, sexual orientation, marital status, medical condition, Item 9.4
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disability, ancestry, organized affiliation, military or veteran status, or any other consideration made unlawful by local, state or federal law, of any employee of or applicant for employment with, such Consultant or subcontractor. City requires Consultant to comply with all applicable federal, state, and local equal employment opportunity laws and regulations.
9. INSURANCE AND INDEMNIFICATION
9.1 With respect to any design professional services provided by Consultant, the Consultant agrees to indemnify, and hold harmless the City, its officers, and employees to the fullest extent allowed by law from any and all claims, actions, causes of action, damages, liabilities and losses, that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, except for any claims, actions, causes of action, losses, damages or liabilities proximately caused by the sole negligence or willful misconduct of City. City shall not be liable for acts of Consultant in performing services described herein. Notwithstanding anything in this paragraph to the contrary, any defense costs charged to the design professional under this paragraph shall not exceed the design professional’s proportionate percentage of fault, except:
a. That in the event one or more defendants is unable to pay its share of defense costs due to bankruptcy or dissolution of the business, the design professional shall meet and confer with the other parties regarding unpaid defense costs in good faith effort to agree on the allocation of those costs amongst the parties; and b. Where a project-specific general liability policy insures all project participants for general liability exposures on a primary basis and also covers all design professionals for their legal liability arising out of their professional services on a primary basis, then there shall be no limitation on the design professional's duty to provide a defense and cover the City's cost of defense.
With respect to all matters other than those covered by the foregoing paragraph, Consultant agrees to indemnify, defend (with counsel reasonably satisfactory to the City) and hold harmless the City, its officers, officials, directors, agents, representatives, volunteers, and employees to the fullest extent allowed by law from and against any and all claims, actions, causes of action, losses, damages, liabilities and costs of every nature, including attorneys’ fees and costs (collectively “Losses”), including but not limited to all claims, actions, causes of action, losses, damages, liabilities for property damage, bodily injury, or death, and all costs of defending any claim, caused by or arising out of, or alleged to have been caused by or arise out of, in whole or in part, Consultant’s performance under this Agreement, except for any claims, actions, causes of action, losses, damages, costs or liabilities proximately caused by the sole negligence or willful misconduct of City. City shall not be liable for acts of Consultant in performing services described herein.
In no event shall this section be construed to require indemnification by the Consultant to a greater extent than permitted under the public policy of the State of California; and in the event that this contract is subject to California Civil Code section 2782(b), the foregoing indemnity provisions shall not apply to any liability for the active negligence of the City.
The defense and indemnity provisions obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by the insurance obligations contained in this Agreement. The foregoing indemnity provisions are intended to fully allocate the parties’ risk of liability to third-parties; and there shall be no rights to indemnity or contribution, in law or equity or otherwise between the parties that are not set forth in this section. Consultant waives all rights to subrogation for any matters covered by the provisions of this section. Consultant’s responsibility for such defense and indemnity obligations as set forth in this section shall survive the termination or completion of this Agreement for the full period of time allowed by law.
9.2 Consultant shall maintain insurance conforming to the following specifications to the fullest amount allowed by law for a minimum of 3 years following the termination or completion of this Item 9.4
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Agreement. The City will be issued a Certificate of Insurance (a Memorandum of Understanding will not be accepted) with the following minimum requirements:
• Certificate(s) will show current policy number(s) and effective dates; • Coverage and policy limits will meet, or exceed, requirements below; • The Certificate Holder will be City of Campbell, Risk Manager, 70 North First Street, Campbell, CA 95008;
• Certificate will be signed by an authorized representative; • An endorsement, if required below, will be provided to show the City, its officers, officials, employees, and volunteers as additional insureds; and
• Coverages must be maintained during the term of the Agreement with the City, unless a longer duration is required.
A. Required Types of Coverage. Consultant acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amount of coverage required. If Consultant maintains broader insurance coverage and/or higher limits than the minimums shown below, the City requires and shall be entitled to the broader insurance coverage and/or higher limits maintained by Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.
The policies shall afford the following types of coverage:
1. Commercial General Liability; Ins Services Office (ISO) CGL Form 00 01 11 85
2. Automotive for all automobiles leased, hired, controlled, or owned (if any) by the consultant;
3. Workers’ Compensation and Employer Liability
4. Professional Liability and/or Errors and Omissions
B. Minimum Limits of Insurance
Consultant shall maintain limits no less than:
1. General Liability: $1,000,000 combined single limit per occurrence for bodily, 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.
3. Workers’ Compensation and Employer's Liability: Workers’ Compensation limits as required by the Labor Code of the State of California and Employer's Liability limits of $1,000,000 per accident. The Workers’ Compensation policy must be endorsed with a waiver of subrogation in favor of the City for all work performed by the Consultant and its employees. (Not required if Consultant provides written verification it has no employees).
4. Professional Liability and/or Errors and Omissions: $1,000,000 per claim and $2,000,000 in the annual aggregate.
The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to Item 9.4
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contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City (as agreed to in this Agreement) before the City’s own insurance or self-insurance shall be called upon to protect it as a named insured.
C. Deductible and Self-Insured Retention
Any deductibles or self-insured retention must be declared to and approved by the City, and shall not reduce the limits of liability. At the option of the City, either: the insurer shall reduce or eliminate such deductibles or self-insured retention as respects the City, its agents, officers, attorneys, employees, officials and volunteers; or the Consultant shall procure a bond guaranteeing payment of losses related to investigations, claim administration, and defense expenses. Policies containing any self-insured retention provision shall provide or be endorsed to provide that the selfinsured retention may be satisfied by either the named insured or the City.
D. Other Insurance Provisions
The policies are to contain, or be endorsed to contain, the following provisions:
1. General Liability and Automobile Liability Coverage:
a. The City, its agents, officers, attorneys, employees, officials and volunteers are to be covered as additional insureds as respects: liability arising out of this Agreement 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. It is a requirement of this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits set forth in this Agreement shall be available to the City as an additional insured. Furthermore, the requirements for coverage and limits shall be (1) the minimum coverage limits specified in this Agreement, or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured, whichever is affords greater coverage.
b. The Consultant's insurance coverage shall be primary insurance as respects the City, its agents, officers, attorneys, employees, officials and volunteers. Any insurance or self-insurance maintained by the City, its agents, officers, attorneys, employees, officials and volunteers shall be excess of the Consultant's insurance and shall not contribute with it. c. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its agents, officers, attorneys, employees, officials, and volunteers.
d. The Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought with respect to the limits of the insurer's liability.
2. Workers’ Compensation and Employer’s Liability Coverage: The insurer shall agree to waive all rights of subrogation against the City, its agents, officers, attorneys, employees, officials, and volunteers for losses arising from work performed by the Consultant for the City.
3. All Coverages: Any unintentional failure to comply with reporting provisions of the policies shall not affect coverage provided to the City; and unless otherwise approved by the City, each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled by either party, except after Item 9.4
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thirty (30) days prior written notice by regular mail has been given to the City, or ten (10) days for cancellation for non-payment of premium.
E. Suspension or Cancellation or Renewal.If any of the coverages required by this Agreement should be suspended, voided, cancelled or reduced in coverage during the term of this Agreement, Consultant shall immediately notify City and replace such coverage with another policy meeting the requirements of this Agreement. This contract shall be capped at the sum of $50,000 but may be renewed upon joint agreement as evidenced by renewed signature and date.
F. Subcontractors. Consultant agrees that any and all contracts with subcontractors for performance of any matter under this Agreement shall require the subcontractors to comply with the same indemnity and insurance requirements set forth in this Agreement to the extent that they apply to the scope of the subcontractors’ work. Subcontractors are to be bound to contractor and to City in the same manner and to the same extent as the Consultant is bound to City under this Agreement. Subcontractors shall further agree to include these same provisions with any sub-subcontractor. A copy of this Agreement will be furnished to the subcontractor on request. The Consultant shall require all subcontractors to provide a valid certificate of insurance and the required endorsements included in the Agreement prior to commencing any work, and will provide proof of compliance to the City.
G. Acceptability of Insurers. Without limiting Consultant's indemnification provided hereunder, the policies of insurance listed in Article 9.2 of this Agreement are to be issued by an issuer with a current A.M.
Best Rating of A:V and who is authorized to transact business in the State of California, unless otherwise approved by the City.
H. Verification of Coverage. Consultant shall furnish the City with endorsements and certificates of insurance evidencing coverage required by this clause. The certificates for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The certificates are to be on forms acceptable to the City. Where required by statue, forms approved by the Insurance Commissioner are to be submitted. All certificates are to be received and approved by the City before work commences.
I. Special Risks/Circumstances. City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances and provide notice to Consultant.
10. MISCELLANEOUS
10.1 This Agreement shall be binding on the heirs, executors, assigns and successors of Consultant.
10.2 Neither party may assign or alter this Agreement, or any portion hereof, without the prior written consent of the other.
10.3 This Agreement shall not be construed to alter, affect, or waive any lien or stop notice rights, which Consultant may have for the performance of services pursuant to this Agreement.
10.4 Neither party’s waiver of any term, condition or covenant, or breach of any term, condition or covenant shall be construed as the waiver of any other term, condition or covenant or waiver of the breach of any other term, condition or covenant.
10.5 This Agreement contains the entire Agreement between City and Consultant relating to the project and the provision of services to the project. Any prior agreements, promises, negotiations, or representations not expressly set forth in this Agreement are of no force or effect. Subsequent modifications to this Agreement shall be in writing and signed by both City and Consultant.
Item 9.4
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10.6 If any term, condition or covenant of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions of this Agreement shall be valid and binding on City and Consultant.
10.7 This Agreement shall be governed in accordance with the laws of the State of California.
10.8 The term of this Agreement shall commence upon execution of the Agreement and terminate upon proper notice from either party, pursuant to Section 6. Any extension of the Agreement shall be mutually agreed upon in writing and shall require an amendment to the Agreement signed by both parties
10.9 Changes or amendments to this Agreement must be in writing and approved by all parties
10.10 The initial contract term shall commence upon execution of the contract by the City and shall be for a three (3) year period, unless terminated sooner in accordance with the contract. The City of Campbell, through City Council approval, may elect to extend the contract period. Consultant will be provided written notice not less than thirty (30) days prior to expiration of the original or extended term.
10.11 The term of this Agreement shall commence upon execution of the Agreement and terminate upon proper notice from either party, pursuant to Section 6. Any extension of the Agreement shall be mutually agreed upon in writing and shall require an amendment to the Agreement signed by both parties.
10.12 Consultant owes the City a duty of undivided loyalty in performing the work and services under this Agreement, including, but not limited to, the obligation to refrain from having economic interests and/or participating in activities that conflict with the City’s interests in respect to the work and/or services and project. The Consultant shall list current clients who may have a financial interest in the outcome of this Agreement. The Consultant hereby certifies that it does not now have, nor shall it acquire any financial or business interest that would conflict with the performance of services under this agreement. Consultant shall not make or participate in making or in any way attempt to use Consultant’s position to influence a governmental decision in which Consultant knows or has reason to know Consultant has a direct or indirect financial interest other than the compensation promised by this Agreement. Consultant will immediately advise the City if Consultant learns of a financial interest of Consultant's during the term of this Agreement.
10.13 City is a public agency subject to the disclosure requirements of the California Public Records Act (“CPRA”). If Consultant’s proprietary information is contained in documents or information submitted to City, and Consultant claims that such information falls within one or more CPRA exemptions, Consultant must clearly mark such information “Confidential and Proprietary,” and identify the specific lines containing the information. In the event of a request for such information, City will make best efforts to provide notice to Consultant prior to such disclosure. If Consultant contends that any documents are exempt from the CPRA and wishes to prevent disclosure, it is required to obtain a protective order, injunctive relief or other appropriate remedy from a court of law in Santa Clara County before the City is required to respond to the CPRA request. If Consultant fails to obtain such remedy within the time the City is required to respond to the CPRA request, City may disclose the requested information without any liability to Consultant. Consultant further agrees that it shall defend, indemnify and hold City harmless against any claim, action or litigation (including but not limited to all judgments, costs, and attorney’s fees) that may result from denial by City of a CPRA request for information arising from any representation, or any action (or inaction), by the Consultant.
10.14 Neither party hereto shall be considered in default in the performance of its obligation hereunder to the extent that the performance of any such obligation is prevented or delayed by an act of God, natural disaster, pandemic, acts of terrorism, war, or other peril, which is beyond the reasonable control of the affected party and without the negligence of the respective Parties. Each party hereto shall give notice promptly to the other of the nature and extent of any Force Majeure claimed to delay, hinder or prevent performance of the services under this Agreement. Each Party will, however, make all reasonable Item 9.4
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efforts to remove or eliminate such a cause of delay or default and will, upon the cessation of the cause, diligently pursue performance of its obligations in this Agreement. In the event either party is prevented or delayed in the performance of its respective obligation by reason of such Force Majeure, there may be an equitable adjustment of the schedule and Consultant compensation based on City’s sole discretion.
10.15 Except as City may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever.
10.16 Consultant warrants that Consultant, its subcontractors and/or agents (if any) has/have complied with any and all federal, state, and local licensing requirements
10.17 Each party acknowledges that it has reviewed this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement.
10.18 The signatories to this Agreement warrant and represent that each is authorized to execute this Agreement and that their respective signatures serve to legally obligate their respective representatives, agents, successors and assigns to comply with the provisions of this Agreement.
10.19 This Agreement is entered into, and to be performed in Santa Clara County, California, and any action arising out of or related to this Agreement shall be maintained in a court of appropriate jurisdiction in Santa Clara County, California.
11. NOTICES
Notices required under this Agreement may be delivered by first class mail addressed to the appropriate party at one of the following addresses:
CITY: City of Campbell
Attention: Rob Eastwood
70 North First Street,
Campbell, CA 95008
CONSULTANT: NV5, Inc.
Attention: Jeffrey M. Cooper, PE
2005 De La Cruz Boulevard, Ste168
Santa Clara, CA 95050
(949) 585-0477 ; [email protected]
[Signatures on the following page]
Having read and understood the foregoing Agreement, the undersigned parties agree to be bound hereby:
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CONSULTANT CITY OF CAMPBELL
NV5, Inc.
By: By: Brian Loventhal
Title: Title: City Manager
Date: Date:
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Exhibit A - Scope of Services and Fees
PLAN REVIEW PROCESS
Our plan review process is modeled after a municipal structure that includes building, public works, fire, and other disciplines as required. We have outlined this system in the section below.
Step 1 - Efficient & Effective Intake
Over the last 75 years, we have discovered that the success of serving our clients’ needs starts with an effective and efficient intake of plans. That is why our plan intake coordinators are vigilant at reviewing submittal packages to verify completeness before accepting them and logging them into our document management system or through the utilization of the City’s preferred platform.
Step 2 - Broadcast Notification of Receipt of Submittal Communication is essential to the success of your project. Once plans are received, they will be distributed to each required review discipline simultaneously. A lead reviewer will be assigned and will consolidate all reviewer comments into a single, comprehensive response. Due dates are clearly stated with each assignment given.
Step 3 - Confirmation of Completeness
Once the team receives a new notification of submittal, the discipline leader reviews the package, looking for two things. The first is to verify the package contains the technical information needed for a full review. The second focus is on identifying the best reviewer for the work. For phased projects, we will review the submittal package with the understanding that there may be elements missing.
We will review submittal packages as they come in and are ready and can issue conditional approvals if necessary. Deferred submittals are also an area of expertise for our team. We fully understand that designs for all documents may not be ready at the same time, and our team is able to provide flexible reviews and work with designers to efficiently process, review, revise, and ultimately approve drawings for construction.
Since we built our teams with a deep bench of technical expertise, we have the flexibility to assign the review to a person who has specialized knowledge of the design requirements and available time in their schedule. Based on this review, the discipline leader will make assignments for the review.
Step 4 - Submittal Review & Comment Consolidation
Our specialists will complete the review of the submittal to check its conformity against standards and regulations. After examining the package, the reviewer creates a comment letter and/or marks the plans before sending the package back to the discipline lead.
Since many submittals require review from multiple disciplines, the lead reviewer consolidates the comments. This consolidation process reduces redundancy and potential conflicts between competing interests. If the lead reviewer identifies competing comments, the lead reviewer will coordinate with the discipline leads to clarify the priorities or provide suggestions for resolving the conflict. Then, these resolved comments will be included in the final comment letter and issues the response back to the applicant.
Step 5 - Status Update & Notification of Required Action Upon notification of review completion, marked up plans, comments, and other required items are noted and available for immediate retrieval.
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Exhibit B – Fee Schedule
FEE SCHEDULE
PLAN REVIEW FIXED PERCENTAGE FEE
The following fees include all rechecks, plan check conferences, and plan check coordination, and will remain in effect throughout the term of this Agreement:
1. NV5’s fee per plan review will be 65% of the plan review fees collected by the City. The initial plan review fee includes two rechecks. Additional rechecks can be performed on a time-and-material basis according to the hourly rates outlined below.
2. NV5’s fee per structural-only plan review shall be 40% of the fees collected by the City. The initial plan review fee includes two rechecks. Additional rechecks can be performed on a time and material basis according to the hourly rates outlined below.
3. NV5’s fee per fire plan review will be time-and-materials, billed at the hourly rates outlined below.
4. Plan review of deferred submittals and revisions to approved permits can be provided on a time-and-material basis, billed at the hourly rates outlined below.
5. Expedited plan check can be performed for an additional 25% of the regular fees listed in 1 through 3 above.
The minimum plan check fee will be $400.
HOURLY RATES
Included below is NV5’s hourly fee schedule. Rates will be effective through the first year of the agreement. Rates will automatically increase by 3% at the beginning of each additional yearly term.
CLASSIFICATION HOURLY RATE *
Project Manager $230
Senior Plan Reviewer III $215
Senior Plan Reviewer II $190
Senior Plan Reviewer I $170
Plan Reviewer III $165
Plan Reviewer II $155
Plan Reviewer I $135
Fire Plan Review $165
Supervising Inspector $180
Senior ICC Certified Inspector $155
ICC Certified Inspector $140
Plan Check Coordination/Permit Technician $112
REIMBURSABLE EXPENSES COST
Other Direct Costs (ODCs) + Subconsultant Services Cost + 15% Automobile Transportation per IRS standard
* Regular rates. Work in excess of 8 hours and work on Saturdays will be billed at 1.5 times the regular rate. Work in excess of 12 hours and work on Sundays and Holidays will be billed at 2 times the regular rate.
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CITY OF CAMPBELL
CONSULTANT SERVICES AGREEMENT
This Agreement is entered into at Campbell, California on the 1st day of July, 2026, by and between the CITY OF CAMPBELL (hereinafter referred to as "City") and O’BRIEN CODE CONSULTING INC. (hereinafter referred to as "Consultant") (each is referred to individually as a “Party” and collectively, as the “Parties”).
WHEREAS, City desires to obtain consulting services for the purpose of construction plan review to determine code compliance against City adopted California Building Codes either in-part or in-entirety; WHEREAS, Consultant represents that it has the expertise, means, and ability to perform said such services and has currency with all applicable certifications, licenses, bonding, and insurance; NOW, THEREFORE, in consideration of each other’s mutual promises, Consultant and City agree as follows:
1. DUTIES OF CONSULTANT
1.1 Consultant agrees to perform services as set forth in Exhibit A - Scope of Services, attached hereto and incorporated herein by reference, and which shall be interpreted together and in harmony with this Agreement. In the event of any conflict between Exhibit A and this Agreement, this Agreement shall govern, control, and take precedence.
1.2 Consultant’s project manager will meet with the City’s project coordinator prior to commencement of the project to establish a clear understanding of the working relationships, authorities, trade standards, and management philosophy of City as it relates to this Agreement.
1.3 Consultant, working with the City, will gather available existing information concerning the project, and shall review documents as necessary for compliance with the project’s objectives.
1.4 In performance of this Agreement by Consultant, time will be of the essence. Completion deadlines will be so agreed and arranged in advance and in writing. Plan examination and estimated cost to provide shall include an expected normal first round examination time limit targeted at 10 working days, with follow up second reviews targeted at 5 working days from the date of document receival. A third round of plan check and any additional rounds or specifics or related shop drawing and/or revision review shall be billed on a Time and Materials base, at the agreed upon hourly rate set forth in Section 3, below. If a specific project is deemed by Consultant to be beyond normal where these performance limits cannot reasonably be met, Consultant must obtain City’s prior acceptance of the deviation or time extensions in writing.
1.5 Except as expressly stated in Section 1.4, Consultant shall not be responsible for delay caused by activities or factors beyond Consultant’s reasonable control, including delays in document submittals, product specification, or by reason of strikes, work slow-downs or stoppages, or acts of God.
Each party hereto shall give notice promptly to the other of the nature and extent of any Force Majeure claimed to delay, hinder or prevent performance of the services under this Agreement. Each Party will, however, make all reasonable efforts to remove or eliminate such a cause of delay or default and will, upon the cessation of the cause, diligently pursue performance of its obligations in this Agreement. In the event either party is prevented or delayed in the performance of its respective obligation by reason of such Force Majeure, there may be an equitable adjustment of the schedule and Consultant compensation based on City’s sole discretion.
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1.6 Consultant agrees to perform this Agreement in accordance with the highest degree of skill and expertise exercised by members of Consultant’s profession working on similar projects under similar circumstances.
1.7 Consultant shall perform in good faith with City in all aspects of the performance of this Agreement.
1.8 In the course of the performance of this Agreement, Consultant shall act in the City’s best interest as it relates to the project.
1.9 In the event, major discrepancies, omissions, or misrepresentations, are discovered during the activity of this Agreement, Consultant shall stop forward progress and notify the City’s project coordinator in a timely way. When resolved, forward progress shall commence.
1.10 All activities of Consultant, its employees, subcontractors, and/or agents will be carried out in compliance with all applicable federal, state, and local laws and regulations.
1.11 The designated project manager for Consultant shall be Susan O’Brien. Consultant’s project manager shall have all the necessary authority to direct technical and professional work within the scope of the Agreement and shall serve as the principal point of contact with the City and the City’s project coordinator. The authorized principal of Consultant executing this Agreement for the Consultant shall have authority to make decisions regarding changes in services, termination and other matters related to the performance of this agreement on behalf of Consultant.
1.12 The Consultant (and its employees, agents, representatives, and subconsultants), in the performance of this Agreement, shall act in an independent capacity and not as officers or employees or agents of the City. The City shall not direct the work and means for accomplishment of the services and work to be performed hereunder. The City, however, retains the right to require that work performed by Consultant meet specific standards consistent with the requirements of this Agreement without regard to the manner and means of accomplishment thereof. Subcontractors shall assume all rights, obligations, and liabilities, applicable to it as an independent contractor hereunder. Consultant represents and warrants that it (i) is fully experienced and properly qualified to perform the class of work and services provided for herein, (ii) has the financial capability and shall finance its own operations required for the performance of the work and services and (iii) is properly equipped and organized to perform the work and services in a competent, timely and proper manner in accordance with the requirements of this Agreement. Consultant agrees to comply with AB5, codified at Labor Code section 2750.3, and shall indemnify, defend and hold harmless the City, its officers, officials, directors, agents representatives, volunteers, and employees against any claim or liability, including attorneys’ fees and costs, arising in any manner related to this Agreement that an employee, agent or others under Consultant’s supervision or control was misclassified.
1.13 This Agreement contains provisions that permit mutually acceptable changes in the scope, character or complexity of the work if such changes become desirable or necessary as the work progresses. Adjustments to the basis of payment and to the time for performance of the work, if any, shall be established by a written contract amendment (approved and executed by the City) to accommodate the changes in work.
1.14 Consultant warrants that Consultant, its subcontractors, and/or agents (if any) has/have complied with any and all federal, state, and local licensing requirements and agrees to provide proof of such requirements at City’s request.
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2. DUTIES OF CITY
2.1 City shall furnish to Consultant all available and pertinent data and information requested by Consultant to facilitate the preparation of the documents called for in this Agreement. Consultant shall be entitled to reasonably rely on the accuracy and completeness of such information, provided that Consultant shall make any additional investigation reasonably necessary to confirm such information and provide City prompt written notice of any known or discovered defects in such data and information.
2.2 City shall provide contract administration services. City shall notify Consultant of required administrative procedures and shall name representatives, if any, authorized to act in its behalf.
2.3 City shall review documents submitted by Consultant and shall render decisions pertaining thereto as promptly as reasonably possible.
3. COMPENSATION
3.1 For the full performance of the services described herein by Consultant, City agrees to compensate Consultant for all services and direct costs associated with the performance of the Project in an amount not to exceed $500,000:
a. Once each month, Consultant shall submit for payment by City, an itemized invoice for services performed during the previous billing period. The invoice shall describe the services rendered and the title of the item of work and shall list labor hours by personnel classification. Said invoice shall be based on all labor and direct expense charges made for work performed on the Project. Labor charges shall be in accordance with the fee schedule found in Exhibit B of this Agreement. City shall pay Consultant for services rendered and approved by the City within 30 days from the date the itemized invoice is received by the City, subject to the maximum not to exceed amount specified above and the City’s right to object. b. Direct costs are those outside costs incurred on or directly for the project and substantiated with invoices for the charges. Direct expenses include printing, reproduction, and delivery charges.
3.2 If Consultant incurs other costs which are not specifically covered by the terms of this Agreement, but which are necessary for performance of Consultant’s duties, City may approve payment for said costs if authorized in writing by the City in advance.
3.3 City may order changes in the scope or character of services in writing, including increasing or decreasing the amount of Consultant’s services. In the event that the work is decreased, Consultant is entitled to full compensation for all services performed and expenses incurred prior to receipt of notice of change. Under no conditions shall Consultant make any changes to the work, either as additions or deductions, without the prior written order of the City. In the event that the City determines that a change to the work or services from that specified in this Agreement is required, the contract time and/or actual costs reimbursable by the City for the project may be adjusted by contract amendment or change order to accommodate the changed work. The maximum not to exceed total amount specified in this Article 3 (Compensation) shall not be exceeded, unless authorized by written contract amendment or change order, approved and executed by the City. Consultant shall obtain prior written approval for a revised fee schedule from the City before exceeding such fee schedule. Only City’s authorized representative(s) is authorized to approve changes to this Agreement on behalf of City.
3.4 In no event will the Consultant be reimbursed for any costs or expenses at any rates that exceed the rates for set forth in the fee schedule found in Exhibit B.
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3.5 Consultant agrees that the payments to Consultant specified in this Article 3 (Compensation) will constitute full and complete compensation for all obligations assumed by Consultant under this Agreement. Where conflicts regarding compensation may occur, the provisions of this section apply.
4. SUBCONSULTANTS
4.1 Consultant may not subcontract any services required under this Agreement without the prior written consent of the City.
4.2 Consultant shall be responsible to City for the performance of any and all subconsultants who perform work under this contract, and any acts of negligence or misconduct on their part. Consultant is solely responsible for all payments due to subconsultants.
4.3 Consultant shall require and verify that all subcontractors maintain insurance meeting all of the requirements stated herein, including naming the City of Campbell, its officers, officials, directors, agents, representatives, volunteers, and employees as additional insureds. Any modification to the insurance requirements for subcontractors must be agreed to by the City in writing.
4.4 If at any time, the City determines any subcontractor is incompetent or unqualified, Consultant will be notified and will be expected to immediately cancel the subcontract.
5. OWNERSHIP OF DOCUMENTS AND MATERIALS
All original drawings, documents, papers, data, materials, photographs, negatives and other work products prepared by the Consultant and/or its subconsultants in the performance of the services encompassed in this Agreement (whether in printed or electronic format) (“project-related documents and materials) shall be the property of the City and may be used on this project without the consent of the Consultant or its subcontractors. City acknowledges that such drawings, documents, and other items are instruments of professional services intended for use only on the subject project. Consultant agrees that all copyrights which arise from creation of the project-related documents and materials pursuant to this Agreement shall be vested in the City and waives and relinquishes all claims to copyright or other intellectual property rights in favor of the City. Any project-related documents and materials related to this Agreement shall be confidential, not to be used by the Consultant on other projects or disclosed to any third party, except by agreement in writing by the City, or except as otherwise provided herein. Upon the completion or termination of this Agreement for any reason, the City shall be entitled to receive, and Consultant shall promptly provide to the City upon request, all finished and unfinished project-related documents and materials, produced or gathered by or on behalf of Consultant, that are in Consultant’s possession, custody or control. Consultant may retain copies of said documents and materials for its files.
In the event of termination, any dispute regarding compensation or damages shall not hinder, prevent, or otherwise impact the City’s right to promptly receive and use such documents and materials which are the sole and exclusive property of the City.
Certain information received by Consultant from City may be considered confidential (“Confidential Information”). Confidential Information shall mean all non-public information or proprietary materials (in every form and media) disclosed or made available directly or indirectly through any means of communication, either verbally or in writing, to Consultant in connection with this Agreement. Unless otherwise required by law, Consultant shall not, without City’s written permission, use or disclose City documentation and/or Confidential Information other than in the performance of the obligations under this Agreement. As between Consultant and City, all City Confidential Information shall remain the property of the City. Consultant shall not acquire ownership interest in the City’s Confidential Information.
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Consultant shall be responsible for ensuring and maintaining the security and confidentiality of City’s Confidential Information, protect against any anticipated threats or hazards to the security or integrity of City Data and Confidential Information, protect against unauthorized access to or use of City Data and Confidential Information that could result in substantial harm or inconvenience to City or any end users; and ensure the proper return and/or disposal of City Data and Confidential Information upon termination of this Agreement with notice to the City.
Consultant shall take appropriate action to address any incident of unauthorized access to City’s Confidential Information, including addressing and/or remedying the issue that resulted in such unauthorized access, notifying City as soon as possible of any incident of unauthorized access to City Data and Confidential Information, or any other breach in Consultant’s security that materially affects City or end users; and be responsible for ensuring compliance by its officers, employees, agents, and subcontractors with the confidentiality provisions hereof. Should confidential and/or legally protected City Data be divulged to unauthorized third parties, Consultant shall comply with all applicable federal and state laws and regulations, including but not limited to California Civil Code sections 1798.29 and 1798.82 at Consultant’s sole expense. Consultant shall not charge City for any expenses associated with Consultant’s compliance with these obligations.
Consultant shall defend, indemnify and hold harmless City, its officials, officers, employees and agents against any claim, liability, loss, injury or damage (including attorneys’ fee and costs) arising out of, or in connection with, the unauthorized use, access, and/or disclosure of City’s Confidential Information by Consultant and/or its agents, employees or sub-contractors, excepting only loss, injury or damage caused by the sole negligence or willful misconduct of the City. This provision shall survive the termination or expiration of this Agreement.
6. TERMINATION
6.1 Notwithstanding any other provision of this Agreement, the City may terminate this Agreement at any time, with or without cause, in its sole discretion, by giving notice in writing to Consultant of such termination. In the event of such termination, Consultant shall have the right and obligation to immediately assemble the work then in progress for the purpose of completing the work and turning over all materials and documents to City.
6.2 In the event of such termination, Consultant shall be compensated for all work and services performed to the point of termination in accordance with the payment provisions set forth in Section 3.1, unless the termination is for cause, in which event Consultant need be compensated only to the extent required by law.
6.3 Upon notice of termination by City, the Consultant will immediately act to not incur any additional obligations, costs or expenses, except as may be reasonably necessary to terminate its activities. All finished or unfinished work or documents procured or produced under the Agreement will become property of the City upon the termination date. In the event of Consultant’s failure to perform pursuant to the Agreement, the City reserves the right to obtain services elsewhere and Consultant will be liable for the difference between the prices set forth in the terminated Agreement and the actual cost to the City. Termination of the Agreement pursuant to this paragraph shall not relieve the Consultant of any liability to City for additional costs, expenses, or damages sustained by City due to failure of the Consultant to perform pursuant to the Agreement. City may withhold any payments to Consultant for the purpose of set off until such time as the exact amount of damages due City from Consultant is determined. After the effective date of termination, Consultant will have no further claims against the City under the Agreement. No other compensation will be payable for anticipated profit on unperformed services.
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7. AUDIT AND INSPECTION
Consultant shall permit authorized representatives of City to inspect and audit all data and records relating to its performance under this Agreement for a period of three years following acceptance of the final study.
8. EQUAL EMPLOYMENT OPPORTUNITY
Consultant agrees to refrain from discriminatory employment practices on the basis of race, religious creed, color, sex, national origin, handicap, sexual orientation, marital status, medical condition, disability, ancestry, organized affiliation, military or veteran status, or any other consideration made unlawful by local, state or federal law, of any employee of or applicant for employment with, such Consultant or subcontractor. City requires Consultant to comply with all applicable federal, state, and local equal employment opportunity laws and regulations.
9. INSURANCE AND INDEMNIFICATION
9.1 With respect to any design professional services provided by Consultant, the Consultant agrees to indemnify, and hold harmless the City, its officers, and employees to the fullest extent allowed by law from any and all claims, actions, causes of action, damages, liabilities and losses, that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, except for any claims, actions, causes of action, losses, damages or liabilities proximately caused by the sole negligence or willful misconduct of City. City shall not be liable for acts of Consultant in performing services described herein. Notwithstanding anything in this paragraph to the contrary, any defense costs charged to the design professional under this paragraph shall not exceed the design professional’s proportionate percentage of fault, except:
a. That in the event one or more defendants is unable to pay its share of defense costs due to bankruptcy or dissolution of the business, the design professional shall meet and confer with the other parties regarding unpaid defense costs in good faith effort to agree on the allocation of those costs amongst the parties; and
b. Where a project-specific general liability policy insures all project participants for general liability exposures on a primary basis and also covers all design professionals for their legal liability arising out of their professional services on a primary basis, then there shall be no limitation on the design professional's duty to provide a defense and cover the City's cost of defense.
With respect to all matters other than those covered by the foregoing paragraph, Consultant agrees to indemnify, defend (with counsel reasonably satisfactory to the City) and hold harmless the City, its officers, officials, directors, agents, representatives, volunteers, and employees to the fullest extent allowed by law from and against any and all claims, actions, causes of action, losses, damages, liabilities and costs of every nature, including attorneys’ fees and costs (collectively “Losses”), including but not limited to all claims, actions, causes of action, losses, damages, liabilities for property damage, bodily injury, or death, and all costs of defending any claim, caused by or arising out of, or alleged to have been caused by or arise out of, in whole or in part, Consultant’s performance under this Agreement, except for any claims, actions, causes of action, losses, damages, costs or liabilities proximately caused by the sole negligence or willful misconduct of City. City shall not be liable for acts of Consultant in performing services described herein.
In no event shall this section be construed to require indemnification by the Consultant to a greater extent than permitted under the public policy of the State of California; and in the event that this contract is Item 9.4
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subject to California Civil Code section 2782(b), the foregoing indemnity provisions shall not apply to any liability for the active negligence of the City.
The defense and indemnity provisions obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by the insurance obligations contained in this Agreement. The foregoing indemnity provisions are intended to fully allocate the parties’ risk of liability to third-parties; and there shall be no rights to indemnity or contribution, in law or equity or otherwise between the parties that are not set forth in this section. Consultant waives all rights to subrogation for any matters covered by the provisions of this section. Consultant’s responsibility for such defense and indemnity obligations as set forth in this section shall survive the termination or completion of this Agreement for the full period of time allowed by law.
9.2 Consultant shall maintain insurance conforming to the following specifications to the fullest amount allowed by law for a minimum of 3 years following the termination or completion of this Agreement. The City will be issued a Certificate of Insurance (a Memorandum of Understanding will not be accepted) with the following minimum requirements:
• Certificate(s) will show current policy number(s) and effective dates; • Coverage and policy limits will meet, or exceed, requirements below; • The Certificate Holder will be City of Campbell, Risk Manager, 70 North First Street, Campbell, CA 95008;
• Certificate will be signed by an authorized representative; • An endorsement, if required below, will be provided to show the City, its officers, officials, employees, and volunteers as additional insureds; and
• Coverages must be maintained during the term of the Agreement with the City, unless a longer duration is required.
A. Required Types of Coverage. Consultant acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amount of coverage required. If Consultant maintains broader insurance coverage and/or higher limits than the minimums shown below, the City requires and shall be entitled to the broader insurance coverage and/or higher limits maintained by Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.
The policies shall afford the following types of coverage:
1. Commercial General Liability; Ins Services Office (ISO) CGL Form 00 01 11 85
2. Automotive for all automobiles leased, hired, controlled, or owned (if any) by the consultant;
3. Workers’ Compensation and Employer Liability
4. Professional Liability and/or Errors and Omissions
B. Minimum Limits of Insurance
Consultant shall maintain limits no less than:
1. General Liability: $1,000,000 combined single limit per occurrence for bodily, Item 9.4
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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.
3. Workers’ Compensation and Employer's Liability: Workers’ Compensation limits as required by the Labor Code of the State of California and Employer's Liability limits of $1,000,000 per accident. The Workers’ Compensation policy must be endorsed with a waiver of subrogation in favor of the City for all work performed by the Consultant and its employees. (Not required if Consultant provides written verification it has no employees).
4. Professional Liability and/or Errors and Omissions: $1,000,000 per claim and $2,000,000 in the annual aggregate.
The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City (as agreed to in this Agreement) before the City’s own insurance or selfinsurance shall be called upon to protect it as a named insured.
C. Deductible and Self-Insured Retention
Any deductibles or self-insured retention must be declared to and approved by the City, and shall not reduce the limits of liability. At the option of the City, either: the insurer shall reduce or eliminate such deductibles or self-insured retention as respects the City, its agents, officers, attorneys, employees, officials and volunteers; or the Consultant shall procure a bond guaranteeing payment of losses related to investigations, claim administration, and defense expenses. Policies containing any self-insured retention provision shall provide or be endorsed to provide that the self-insured retention may be satisfied by either the named insured or the City.
D. Other Insurance Provisions
The policies are to contain, or be endorsed to contain, the following provisions:
1. General Liability and Automobile Liability Coverage:
a. The City, its agents, officers, attorneys, employees, officials and volunteers are to be covered as additional insureds as respects: liability arising out of this Agreement 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. It is a requirement of this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits set forth in this Agreement shall be available to the City as an additional insured. Furthermore, the requirements for coverage and limits shall be (1) the minimum coverage limits specified in this Agreement, or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured, whichever is affords greater coverage.
b. The Consultant's insurance coverage shall be primary insurance as respects the City, its agents, officers, attorneys, employees, officials and volunteers. Any insurance or self-insurance maintained by the City, its agents, officers, attorneys, employees, officials and volunteers shall be excess of the Consultant's insurance and shall Item 9.4
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not contribute with it.
c. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its agents, officers, attorneys, employees, officials, and volunteers.
d. The Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought with respect to the limits of the insurer's liability.
2. Workers’ Compensation and Employer’s Liability Coverage: The insurer shall agree to waive all rights of subrogation against the City, its agents, officers, attorneys, employees, officials, and volunteers for losses arising from work performed by the Consultant for the City.
3. All Coverages: Any unintentional failure to comply with reporting provisions of the policies shall not affect coverage provided to the City; and unless otherwise approved by the City, each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled by either party, except after thirty (30) days prior written notice by regular mail has been given to the City, or ten (10) days for cancellation for non-payment of premium.
E. Suspension or Cancellation or Renewal.If any of the coverages required by this Agreement should be suspended, voided, cancelled or reduced in coverage during the term of this Agreement, Consultant shall immediately notify City and replace such coverage with another policy meeting the requirements of this Agreement. This contract shall be capped at the sum of $50,000 but may be renewed upon joint agreement as evidenced by renewed signature and date.
F. Subcontractors. Consultant agrees that any and all contracts with subcontractors for performance of any matter under this Agreement shall require the subcontractors to comply with the same indemnity and insurance requirements set forth in this Agreement to the extent that they apply to the scope of the subcontractors’ work. Subcontractors are to be bound to contractor and to City in the same manner and to the same extent as the Consultant is bound to City under this Agreement. Subcontractors shall further agree to include these same provisions with any sub-subcontractor. A copy of this Agreement will be furnished to the subcontractor on request. The Consultant shall require all subcontractors to provide a valid certificate of insurance and the required endorsements included in the Agreement prior to commencing any work, and will provide proof of compliance to the City.
G. Acceptability of Insurers. Without limiting Consultant's indemnification provided hereunder, the policies of insurance listed in Article 9.2 of this Agreement are to be issued by an issuer with a current A.M. Best Rating of A:V and who is authorized to transact business in the State of California, unless otherwise approved by the City.
H. Verification of Coverage. Consultant shall furnish the City with endorsements and certificates of insurance evidencing coverage required by this clause. The certificates for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The certificates are to be on forms acceptable to the City. Where required by statue, forms approved by the Insurance Commissioner are to be submitted. All certificates are to be received and approved by the City before work commences.
I. Special Risks/Circumstances. City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances and provide notice to Consultant.
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10. MISCELLANEOUS
10.1 This Agreement shall be binding on the heirs, executors, assigns and successors of Consultant.
10.2 Neither party may assign or alter this Agreement, or any portion hereof, without the prior written consent of the other.
10.3 This Agreement shall not be construed to alter, affect, or waive any lien or stop notice rights, which Consultant may have for the performance of services pursuant to this Agreement.
10.4 Neither party’s waiver of any term, condition or covenant, or breach of any term, condition or covenant shall be construed as the waiver of any other term, condition or covenant or waiver of the breach of any other term, condition or covenant.
10.5 This Agreement contains the entire Agreement between City and Consultant relating to the project and the provision of services to the project. Any prior agreements, promises, negotiations, or representations not expressly set forth in this Agreement are of no force or effect. Subsequent modifications to this Agreement shall be in writing and signed by both City and Consultant.
10.6 If any term, condition or covenant of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions of this Agreement shall be valid and binding on City and Consultant.
10.7 This Agreement shall be governed in accordance with the laws of the State of California.
10.8 This Agreement may be executed in counterparts which shall, in the aggregate, be deemed an original but all of which, together, shall constitute one and the same instrument. A scanned, electronic, facsimile or other copy of a party’s signature shall be accepted and valid as an original.
10.9 Changes or amendments to this Agreement must be in writing and approved by all parties.
10.10 The initial contract term shall commence upon execution of the contract by the City and shall be for a three (3) year period, unless terminated sooner in accordance with the contract. The City of Campbell, through City Council approval, may elect to extend the contract period. Consultant will be provided written notice not less than thirty (30) days prior to expiration of the original or extended term.
10.11 The term of this Agreement shall commence upon execution of the Agreement and terminate upon proper notice from either party, pursuant to Section 6. Any extension of the Agreement shall be mutually agreed upon in writing and shall require an amendment to the Agreement signed by both parties.
10.12 Consultant owes the City a duty of undivided loyalty in performing the work and services under this Agreement, including, but not limited to, the obligation to refrain from having economic interests and/or participating in activities that conflict with the City’s interests in respect to the work and/or services and project. The Consultant shall list current clients who may have a financial interest in the outcome of this Agreement. The Consultant hereby certifies that it does not now have, nor shall it acquire any financial or business interest that would conflict with the performance of services under this agreement. Consultant shall not make or participate in making or in any way attempt to use Consultant’s position to influence a governmental decision in which Consultant knows or has reason to know Consultant has a direct or indirect financial interest other than the compensation promised by this Agreement. Consultant will immediately advise the City if Consultant learns of a financial interest of Item 9.4
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Consultant's during the term of this Agreement.
10.13 City is a public agency subject to the disclosure requirements of the California Public Records Act (“CPRA”). If Consultant’s proprietary information is contained in documents or information submitted to City, and Consultant claims that such information falls within one or more CPRA exemptions, Consultant must clearly mark such information “Confidential and Proprietary,” and identify the specific lines containing the information. In the event of a request for such information, City will make best efforts to provide notice to Consultant prior to such disclosure. If Consultant contends that any documents are exempt from the CPRA and wishes to prevent disclosure, it is required to obtain a protective order, injunctive relief or other appropriate remedy from a court of law in Santa Clara County before the City is required to respond to the CPRA request. If Consultant fails to obtain such remedy within the time the City is required to respond to the CPRA request, City may disclose the requested information without any liability to Consultant. Consultant further agrees that it shall defend, indemnify and hold City harmless against any claim, action or litigation (including but not limited to all judgments, costs, and attorney’s fees) that may result from denial by City of a CPRA request for information arising from any representation, or any action (or inaction), by the Consultant.
10.14 Neither party hereto shall be considered in default in the performance of its obligation hereunder to the extent that the performance of any such obligation is prevented or delayed by an act of God, natural disaster, pandemic, acts of terrorism, war, or other peril, which is beyond the reasonable control of the affected party and without the negligence of the respective Parties. Each party hereto shall give notice promptly to the other of the nature and extent of any Force Majeure claimed to delay, hinder or prevent performance of the services under this Agreement. Each Party will, however, make all reasonable efforts to remove or eliminate such a cause of delay or default and will, upon the cessation of the cause, diligently pursue performance of its obligations in this Agreement. In the event either party is prevented or delayed in the performance of its respective obligation by reason of such Force Majeure, there may be an equitable adjustment of the schedule and Consultant compensation based on City’s sole discretion.
10.15 Except as City may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever.
10.16 Consultant warrants that Consultant, its subcontractors and/or agents (if any) has/have complied with any and all federal, state, and local licensing requirements
10.17 Each party acknowledges that it has reviewed this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement.
10.18 The signatories to this Agreement warrant and represent that each is authorized to execute this Agreement and that their respective signatures serve to legally obligate their respective representatives, agents, successors and assigns to comply with the provisions of this Agreement.
10.19 This Agreement is entered into, and to be performed in Santa Clara County, California, and any action arising out of or related to this Agreement shall be maintained in a court of appropriate jurisdiction in Santa Clara County, California.
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11. NOTICES
Notices required under this Agreement may be delivered by first class mail addressed to the appropriate party at one of the following addresses:
CITY: City of Campbell
Attention: Rob Eastwood
70 North First Street,
Campbell, CA 95008
CONSULTANT: O’Brien Code Consulting Inc.
Attention: Susan O’Brien
340 Orderville Street,
Dayton, NV 89403
[Signatures on the following page]
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Having read and understood the foregoing Agreement, the undersigned parties agree to be bound hereby:
CONSULTANT CITY OF CAMPBELL
O’Brien Code Consulting Inc.
By: By: Brian Loventhal
Title: Title: City Manager
Date: Date:
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Exhibit A - Scope of Services
SCOPE OF SERVICES
PLAN REVIEW SERVICES
• Provide complete plan review services for compliance with California Building Laws as generally found in Title 24 Parts 1, 2, 2.5, 3, 4, 5, 6, 7, 8, 9, 10, 11, and 12, to ensure compliance with the model codes adopted in the City of Campbell’s Municipal Code.
• Perform, residential and commercial structural, general building, MEP, Energy, CASp, and OSHPD 3 type plan reviews.
• Provide comprehensive and consistent plan reviews using clear and detailed comment lists in a written format, grouped together by discipline, which will refer to specific plan sheets and include Code section references and/or drawing snips and/or redline markings. Provide additional explanation if the comments are unclear.
Perform any necessary rechecks to achieve conformance to the applicable codes and regulations. • Transmit comment letters to the City Building Division staff via email, or any other means as directed by the Building Official
• Review of revisions and deferred submittals to previously approved plans. Perform any necessary rechecks to achieve conformance to the applicable codes and regulations. • Provide continuity of plan check services through project completion • All of our reviews and performed using Bluebeam Revu software system. • Upon plan review approval, “wet” digitally signed and digitally stamped approved plans and documents will be transmitted electronically in PDF format to the City along with an approval letter. All documents will be stamped “Approved” in accordance with the City of Campbell requirements. • Coordinate activities with Campbell’s Permit Technician, Building Official, Building Inspector, or their designee.
• Conduct necessary site analysis when required
• Maintain records of plans reviews in process O’Brien Code Consulting will not contact the applicant when plans are approved. Any inquiries from applicants or design professionals to O’Brien Code Consulting regarding the status of plans reviews will be directed to the City of Campbell Building Division. • Ms. O’Brien is CASp certified (CASp-220) and will be available to provide CASpservices to the City. • Ms. O’Brien will provide her cell phone number to City staff for their use only and will be available within 24- hours (typically on the same day) to respond to questions from City staff. • For any paper submittals, pick-up and delivery of all plans and documents will be using our standing FEDEX account and we will cover the cost of all such courier services.
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Exhibit B – Fee Schedule
Personnel Description Hourly Billing Rate
Principal $ 150.00
These rates are effective through December 31, 2029. This fee is negotiable.
The above fee covers all services associated with the typical comprehensive plan review including:
• Review of plans and related documents for compliance with the California Building Laws as generally found in Title 24 Parts 1, 2, 2.5, 3, 4, 5, 6, 7, 8, 9, 10, 11, and 12, including structural, fire/life safety, accessibility, energy conservation, and green building, and all applicable local amendments and ordinances.
• Pick-up and delivery of design documents to the jurisdiction. • Approval stamping of plans and documents.
Overtime will be charged at 125% of the standard hourly rates. No overtime will be charged without prior authorization by client. **
Expedited Reviews will be charged at 150% of the standard hourly rates. No expedited review fee will be charged without prior authorization by client. ** Miscellaneous Support Services Fees:
Miscellaneous technical and support services, including but not limited to, attending pre-submittal meetings and providing staff training, on-site or virtually at the request of the Chief Building Official, will be billed at the hourly rate listed above.
Mileage Reimbursement – (for any OCC staff travel required by the Building Official, beyond 30 miles from the City offices) Standard Government Mileage Rate + 15% (Currently $ 0.725 * 1.15 = $
0.834 per mile)
Outside Consultants/Subconsultants - Cost plus 15%
** Hours for in-house services in excess of 8 hours (per day) will be billed at the overtime rate shown above. When in-house services or plan review overtime is requested on weekends or holidays, these overtime services will be provided in 4-hour minimum segments.
Billing Procedures:
At the completion of the first plan review and issuance of first plan review comments for each project, O’Brien Code Consulting will furnish to the City of Campbell an invoice including a statement of the work performed for compensation for that specific project.
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CITY OF CAMPBELL
CONSULTANT SERVICES AGREEMENT
This Agreement is entered into at Campbell, California on the 1st day of July 2026, by and between the City of Campbell (hereinafter referred to as "City") and Shums Coda Associates, Inc. (SCA), (hereinafter referred to as "Consultant") (each is referred to individually as a “Party” and collectively, as the “Parties”).
WHEREAS, City desires to obtain consulting services for the purpose of construction plan review to determine code compliance against City adopted California Building Codes either in-part or in-entirety; WHEREAS, Consultant represents that it has the expertise, means, and ability to perform said such services and has currency with all applicable certifications, licenses, bonding, and insurance; NOW, THEREFORE, in consideration of each other’s mutual promises, Consultant and City agree as follows:
1. DUTIES OF CONSULTANT
1.1 Consultant agrees to perform services as set forth in Exhibit A - Scope of Services, attached hereto and incorporated herein by reference, and which shall be interpreted together and in harmony with this Agreement. In the event of any conflict between Exhibit A and this Agreement, this Agreement shall govern, control, and take precedence.
1.2 Consultant’s project manager will meet with the City’s project coordinator prior to commencement of the project to establish a clear understanding of the working relationships, authorities, trade standards, and management philosophy of City as it relates to this Agreement.
1.3 Consultant, working with the City, will gather available existing information concerning the project, and shall review documents as necessary for compliance with the project’s objectives.
1.4 In performance of this Agreement by Consultant, time will be of the essence. Completion deadlines will be so agreed and arranged in advance and in writing. Plan examination and estimated cost to provide shall include an expected normal first round examination time limit targeted at 10 working days, with follow up second reviews targeted at 5 working days from the date of document receival. A third round of plan check and any additional rounds or specifics or related shop drawing and/or revision review shall be billed on a Time and Materials base, at the agreed upon hourly rate set forth in Section 3, below. If a specific project is deemed by Consultant to be beyond normal where these performance limits cannot reasonably be met, Consultant must obtain City’s prior acceptance of the deviation or time extensions in writing.
1.5 Except as expressly stated in Section 1.4, Consultant shall not be responsible for delay caused by activities or factors beyond Consultant’s reasonable control, including delays in document submittals, product specification, or by reason of strikes, work slow-downs or stoppages, or acts of God.
Each party hereto shall give notice promptly to the other of the nature and extent of any Force Majeure claimed to delay, hinder or prevent performance of the services under this Agreement. Each Party will, however, make all reasonable efforts to remove or eliminate such a cause of delay or default and will, upon the cessation of the cause, diligently pursue performance of its obligations in this Agreement. In the event either party is prevented or delayed in the performance of its respective obligation by reason of such Force Majeure, there may be an equitable adjustment of the schedule and Consultant compensation based on City’s sole discretion.
1.6 Consultant agrees to perform this Agreement in accordance with the highest degree of skill Item 9.4
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and expertise exercised by members of Consultant’s profession working on similar projects under similar circumstances.
1.7 Consultant shall perform in good faith with City in all aspects of the performance of this Agreement.
1.8 In the course of the performance of this Agreement, Consultant shall act in the City’s best interest as it relates to the project.
1.9 In the event, major discrepancies, omissions, or misrepresentations, are discovered during the activity of this Agreement, Consultant shall stop forward progress and notify the City’s project coordinator in a timely way. When resolved, forward progress shall commence.
1.10 All activities of Consultant, its employees, subcontractors, and/or agents will be carried out in compliance with all applicable federal, state, and local laws and regulations.
1.11 The designated project manager for Consultant shall be ___________. Consultant’s project manager shall have all the necessary authority to direct technical and professional work within the scope of the Agreement and shall serve as the principal point of contact with the City and the City’s project coordinator. The authorized principal of Consultant executing this Agreement for the Consultant shall have authority to make decisions regarding changes in services, termination and other matters related to the performance of this agreement on behalf of Consultant.
1.12 The Consultant (and its employees, agents, representatives, and subconsultants), in the performance of this Agreement, shall act in an independent capacity and not as officers or employees or agents of the City. The City shall not direct the work and means for accomplishment of the services and work to be performed hereunder. The City, however, retains the right to require that work performed by Consultant meet specific standards consistent with the requirements of this Agreement without regard to the manner and means of accomplishment thereof. Subcontractors shall assume all rights, obligations, and liabilities, applicable to it as an independent contractor hereunder. Consultant represents and warrants that it (i) is fully experienced and properly qualified to perform the class of work and services provided for herein, (ii) has the financial capability and shall finance its own operations required for the performance of the work and services and (iii) is properly equipped and organized to perform the work and services in a competent, timely and proper manner in accordance with the requirements of this Agreement. Consultant agrees to comply with AB5, codified at Labor Code section 2750.3, and shall indemnify, defend and hold harmless the City, its officers, officials, directors, agents representatives, volunteers, and employees against any claim or liability, including attorneys’ fees and costs, arising in any manner related to this Agreement that an employee, agent or others under Consultant’s supervision or control was misclassified.
1.13 This Agreement contains provisions that permit mutually acceptable changes in the scope, character or complexity of the work if such changes become desirable or necessary as the work progresses.
Adjustments to the basis of payment and to the time for performance of the work, if any, shall be established by a written contract amendment (approved and executed by the City) to accommodate the changes in work.
1.14 Consultant warrants that Consultant, its subcontractors, and/or agents (if any) has/have complied with any and all federal, state, and local licensing requirements and agrees to provide proof of such requirements at City’s request.
2. DUTIES OF CITY
2.1 City shall furnish to Consultant all available and pertinent data and information requested by Consultant to facilitate the preparation of the documents called for in this Agreement. Consultant shall be entitled to reasonably rely on the accuracy and completeness of such information, provided that Item 9.4
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Consultant shall make any additional investigation reasonably necessary to confirm such information and provide City prompt written notice of any known or discovered defects in such data and information.
2.2 City shall provide contract administration services. City shall notify Consultant of required administrative procedures and shall name representatives, if any, authorized to act in its behalf.
2.3 City shall review documents submitted by Consultant and shall render decisions pertaining thereto as promptly as reasonably possible.
3. COMPENSATION
3.1 For the full performance of the services described herein by Consultant, City agrees to compensate Consultant for all services and direct costs associated with the performance of the Project in an amount not to exceed $500,000.
a. Once each month, Consultant shall submit for payment by City, an itemized invoice for services performed during the previous billing period. The invoice shall describe the services rendered and the title of the item of work and shall list labor hours by personnel classification. Said invoice shall be based on all labor and direct expense charges made for work performed on the Project. Labor charges shall be in accordance with the fee schedule found in Exhibit A of this Agreement. City shall pay Consultant for services rendered and approved by the City within 30 days from the date the itemized invoice is received by the City, subject to the maximum not to exceed amount specified above and the City’s right to object. b. Direct costs are those outside costs incurred on or directly for the project and substantiated with invoices for the charges. Direct expenses include printing, reproduction, and delivery charges.
3.2 If Consultant incurs other costs which are not specifically covered by the terms of this Agreement, but which are necessary for performance of Consultant’s duties, City may approve payment for said costs if authorized in writing by the City in advance.
3.3 City may order changes in the scope or character of services in writing, including increasing or decreasing the amount of Consultant’s services. In the event that the work is decreased, Consultant is entitled to full compensation for all services performed and expenses incurred prior to receipt of notice of change. Under no conditions shall Consultant make any changes to the work, either as additions or deductions, without the prior written order of the City. In the event that the City determines that a change to the work or services from that specified in this Agreement is required, the contract time and/or actual costs reimbursable by the City for the project may be adjusted by contract amendment or change order to accommodate the changed work. The maximum not to exceed total amount specified in this Article 3 (Compensation) shall not be exceeded, unless authorized by written contract amendment or change order, approved and executed by the City. Consultant shall obtain prior written approval for a revised fee schedule from the City before exceeding such fee schedule. Only City’s authorized representative(s) is authorized to approve changes to this Agreement on behalf of City.
3.4 In no event will the Consultant be reimbursed for any costs or expenses at any rates that exceed the rates for set forth in the fee schedule found in Exhibit B.
3.5 Consultant agrees that the payments to Consultant specified in this Article 3 (Compensation) will constitute full and complete compensation for all obligations assumed by Consultant under this Agreement. Where conflicts regarding compensation may occur, the provisions of this section apply.
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4. SUBCONSULTANTS
4.1 Consultant may not subcontract any services required under this Agreement without the prior written consent of the City.
4.2 Consultant shall be responsible to City for the performance of any and all subconsultants who perform work under this contract, and any acts of negligence or misconduct on their part. Consultant is solely responsible for all payments due to subconsultants.
4.3 Consultant shall require and verify that all subcontractors maintain insurance meeting all of the requirements stated herein, including naming the City of Campbell, its officers, officials, directors, agents, representatives, volunteers, and employees as additional insureds. Any modification to the insurance requirements for subcontractors must be agreed to by the City in writing.
4.4 If at any time, the City determines any subcontractor is incompetent or unqualified, Consultant will be notified and will be expected to immediately cancel the subcontract.
5. OWNERSHIP OF DOCUMENTS AND MATERIALS
All original drawings, documents, papers, data, materials, photographs, negatives and other work products prepared by the Consultant and/or its subconsultants in the performance of the services encompassed in this Agreement (whether in printed or electronic format) (“project-related documents and materials) shall be the property of the City and may be used on this project without the consent of the Consultant or its subcontractors. City acknowledges that such drawings, documents, and other items are instruments of professional services intended for use only on the subject project. Consultant agrees that all copyrights which arise from creation of the project-related documents and materials pursuant to this Agreement shall be vested in the City and waives and relinquishes all claims to copyright or other intellectual property rights in favor of the City. Any project-related documents and materials related to this Agreement shall be confidential, not to be used by the Consultant on other projects or disclosed to any third party, except by agreement in writing by the City, or except as otherwise provided herein. Upon the completion or termination of this Agreement for any reason, the City shall be entitled to receive, and Consultant shall promptly provide to the City upon request, all finished and unfinished project-related documents and materials, produced or gathered by or on behalf of Consultant, that are in Consultant’s possession, custody or control. Consultant may retain copies of said documents and materials for its files.
In the event of termination, any dispute regarding compensation or damages shall not hinder, prevent, or otherwise impact the City’s right to promptly receive and use such documents and materials which are the sole and exclusive property of the City.
Certain information received by Consultant from City may be considered confidential (“Confidential Information”). Confidential Information shall mean all non-public information or proprietary materials (in every form and media) disclosed or made available directly or indirectly through any means of communication, either verbally or in writing, to Consultant in connection with this Agreement. Unless otherwise required by law, Consultant shall not, without City’s written permission, use or disclose City documentation and/or Confidential Information other than in the performance of the obligations under this Agreement. As between Consultant and City, all City Confidential Information shall remain the property of the City. Consultant shall not acquire ownership interest in the City’s Confidential Information.
Consultant shall be responsible for ensuring and maintaining the security and confidentiality of City’s Confidential Information, protect against any anticipated threats or hazards to the security or integrity of City Data and Confidential Information, protect against unauthorized access to or use of City Data and Confidential Information that could result in substantial harm or inconvenience to City or any end users; and ensure the proper return and/or disposal of City Data and Confidential Information upon termination of this Agreement with notice to the City.
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Consultant shall take appropriate action to address any incident of unauthorized access to City’s Confidential Information, including addressing and/or remedying the issue that resulted in such unauthorized access, notifying City as soon as possible of any incident of unauthorized access to City Data and Confidential Information, or any other breach in Consultant’s security that materially affects City or end users; and be responsible for ensuring compliance by its officers, employees, agents, and subcontractors with the confidentiality provisions hereof. Should confidential and/or legally protected City Data be divulged to unauthorized third parties, Consultant shall comply with all applicable federal and state laws and regulations, including but not limited to California Civil Code sections 1798.29 and 1798.82 at Consultant’s sole expense. Consultant shall not charge City for any expenses associated with Consultant’s compliance with these obligations.
Consultant shall defend, indemnify and hold harmless City, its officials, officers, employees and agents against any claim, liability, loss, injury or damage (including attorneys’ fee and costs) arising out of, or in connection with, the unauthorized use, access, and/or disclosure of City’s Confidential Information by Consultant and/or its agents, employees or sub-contractors, excepting only loss, injury or damage caused by the sole negligence or willful misconduct of the City. This provision shall survive the termination or expiration of this Agreement.
6. TERMINATION
6.1 Notwithstanding any other provision of this Agreement, the City may terminate this Agreement at any time, with or without cause, in its sole discretion, by giving notice in writing to Consultant of such termination. In the event of such termination, Consultant shall have the right and obligation to immediately assemble the work then in progress for the purpose of completing the work and turning over all materials and documents to City.
6.2 In the event of such termination, Consultant shall be compensated for all work and services performed to the point of termination in accordance with the payment provisions set forth in Section 3.1, unless the termination is for cause, in which event Consultant need be compensated only to the extent required by law.
6.3 Upon notice of termination by City, the Consultant will immediately act to not incur any additional obligations, costs or expenses, except as may be reasonably necessary to terminate its activities.
All finished or unfinished work or documents procured or produced under the Agreement will become property of the City upon the termination date. In the event of Consultant’s failure to perform pursuant to the Agreement, the City reserves the right to obtain services elsewhere and Consultant will be liable for the difference between the prices set forth in the terminated Agreement and the actual cost to the City.
Termination of the Agreement pursuant to this paragraph shall not relieve the Consultant of any liability to City for additional costs, expenses, or damages sustained by City due to failure of the Consultant to perform pursuant to the Agreement. City may withhold any payments to Consultant for the purpose of set off until such time as the exact amount of damages due City from Consultant is determined. After the effective date of termination, Consultant will have no further claims against the City under the Agreement. No other compensation will be payable for anticipated profit on unperformed services.
7. AUDIT AND INSPECTION
Consultant shall permit authorized representatives of City to inspect and audit all data and records relating to its performance under this Agreement for a period of three years following acceptance of the final study.
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8. EQUAL EMPLOYMENT OPPORTUNITY
Consultant agrees to refrain from discriminatory employment practices on the basis of race, religious creed, color, sex, national origin, handicap, sexual orientation, marital status, medical condition, disability, ancestry, organized affiliation, military or veteran status, or any other consideration made unlawful by local, state or federal law, of any employee of or applicant for employment with, such Consultant or subcontractor. City requires Consultant to comply with all applicable federal, state, and local equal employment opportunity laws and regulations.
9. INSURANCE AND INDEMNIFICATION
9.1 With respect to any design professional services provided by Consultant, the Consultant agrees to indemnify, and hold harmless the City, its officers, and employees to the fullest extent allowed by law from any and all claims, actions, causes of action, damages, liabilities and losses, that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, except for any claims, actions, causes of action, losses, damages or liabilities proximately caused by the sole negligence or willful misconduct of City. City shall not be liable for acts of Consultant in performing services described herein. Notwithstanding anything in this paragraph to the contrary, any defense costs charged to the design professional under this paragraph shall not exceed the design professional’s proportionate percentage of fault, except:
a. That in the event one or more defendants is unable to pay its share of defense costs due to bankruptcy or dissolution of the business, the design professional shall meet and confer with the other parties regarding unpaid defense costs in good faith effort to agree on the allocation of those costs amongst the parties; and b. Where a project-specific general liability policy insures all project participants for general liability exposures on a primary basis and also covers all design professionals for their legal liability arising out of their professional services on a primary basis, then there shall be no limitation on the design professional's duty to provide a defense and cover the City's cost of defense.
With respect to all matters other than those covered by the foregoing paragraph, Consultant agrees to indemnify, defend (with counsel reasonably satisfactory to the City) and hold harmless the City, its officers, officials, directors, agents, representatives, volunteers, and employees to the fullest extent allowed by law from and against any and all claims, actions, causes of action, losses, damages, liabilities and costs of every nature, including attorneys’ fees and costs (collectively “Losses”), including but not limited to all claims, actions, causes of action, losses, damages, liabilities for property damage, bodily injury, or death, and all costs of defending any claim, caused by or arising out of, or alleged to have been caused by or arise out of, in whole or in part, Consultant’s performance under this Agreement, except for any claims, actions, causes of action, losses, damages, costs or liabilities proximately caused by the sole negligence or willful misconduct of City. City shall not be liable for acts of Consultant in performing services described herein.
In no event shall this section be construed to require indemnification by the Consultant to a greater extent than permitted under the public policy of the State of California; and in the event that this contract is subject to California Civil Code section 2782(b), the foregoing indemnity provisions shall not apply to any liability for the active negligence of the City.
The defense and indemnity provisions obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by the insurance obligations contained in this Agreement. The foregoing indemnity provisions are intended to fully allocate the parties’ risk of liability to third-parties; and there shall be no rights to indemnity or contribution, in law or equity or otherwise between the parties that are not set forth in this section. Consultant waives all rights to subrogation for any matters covered by the provisions of this section. Consultant’s responsibility for such defense and indemnity obligations as set forth in this section shall survive the termination or completion of this Agreement for the full period of time allowed by law.
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9.2 Consultant shall maintain insurance conforming to the following specifications to the fullest amount allowed by law for a minimum of 3 years following the termination or completion of this Agreement. The City will be issued a Certificate of Insurance (a Memorandum of Understanding will not be accepted) with the following minimum requirements:
• Certificate(s) will show current policy number(s) and effective dates; • Coverage and policy limits will meet, or exceed, requirements below; • The Certificate Holder will be City of Campbell, Risk Manager, 70 North First Street, Campbell, CA 95008;
• Certificate will be signed by an authorized representative; • An endorsement, if required below, will be provided to show the City, its officers, officials, employees, and volunteers as additional insureds; and
• Coverages must be maintained during the term of the Agreement with the City, unless a longer duration is required.
A. Required Types of Coverage. Consultant acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amount of coverage required. If Consultant maintains broader insurance coverage and/or higher limits than the minimums shown below, the City requires and shall be entitled to the broader insurance coverage and/or higher limits maintained by Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.
The policies shall afford the following types of coverage:
1. Commercial General Liability; Ins Services Office (ISO) CGL Form 00 01 11 85
2. Automotive for all automobiles leased, hired, controlled, or owned (if any) by the consultant;
3. Workers’ Compensation and Employer Liability
4. Professional Liability and/or Errors and Omissions
B. Minimum Limits of Insurance
Consultant shall maintain limits no less than:
1. General Liability: $1,000,000 combined single limit per occurrence for bodily, 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.
3. Workers’ Compensation and Employer's Liability: Workers’ Compensation limits as required by the Labor Code of the State of California and Employer's Liability limits of $1,000,000 per accident. The Workers’ Compensation policy must be endorsed with a waiver of subrogation in favor of the City for all work performed by the Consultant and its employees. (Not required if Consultant provides written verification it has no employees).
4. Professional Liability and/or Errors and Omissions: $1,000,000 per claim and $2,000,000 in the annual aggregate.
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The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City (as agreed to in this Agreement) before the City’s own insurance or self-insurance shall be called upon to protect it as a named insured.
C. Deductible and Self-Insured Retention
Any deductibles or self-insured retention must be declared to and approved by the City, and shall not reduce the limits of liability. At the option of the City, either: the insurer shall reduce or eliminate such deductibles or self-insured retention as respects the City, its agents, officers, attorneys, employees, officials and volunteers; or the Consultant shall procure a bond guaranteeing payment of losses related to investigations, claim administration, and defense expenses. Policies containing any self-insured retention provision shall provide or be endorsed to provide that the selfinsured retention may be satisfied by either the named insured or the City.
D. Other Insurance Provisions
The policies are to contain, or be endorsed to contain, the following provisions:
1. General Liability and Automobile Liability Coverage:
a. The City, its agents, officers, attorneys, employees, officials and volunteers are to be covered as additional insureds as respects: liability arising out of this Agreement 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. It is a requirement of this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits set forth in this Agreement shall be available to the City as an additional insured. Furthermore, the requirements for coverage and limits shall be (1) the minimum coverage limits specified in this Agreement, or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured, whichever is affords greater coverage.
b. The Consultant's insurance coverage shall be primary insurance as respects the City, its agents, officers, attorneys, employees, officials and volunteers. Any insurance or self-insurance maintained by the City, its agents, officers, attorneys, employees, officials and volunteers shall be excess of the Consultant's insurance and shall not contribute with it. c. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its agents, officers, attorneys, employees, officials, and volunteers.
d. The Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought with respect to the limits of the insurer's liability.
2. Workers’ Compensation and Employer’s Liability Coverage: The insurer shall agree to waive all rights of subrogation against the City, its agents, officers, attorneys, employees, officials, and volunteers for losses arising from work performed by the Consultant for the City.
3. All Coverages: Any unintentional failure to comply with reporting provisions of the policies shall not affect coverage provided to the City; and unless otherwise Item 9.4
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approved by the City, each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled by either party, except after thirty (30) days prior written notice by regular mail has been given to the City, or ten (10) days for cancellation for non-payment of premium.
E. Suspension or Cancellation or Renewal.If any of the coverages required by this Agreement should be suspended, voided, cancelled or reduced in coverage during the term of this Agreement, Consultant shall immediately notify City and replace such coverage with another policy meeting the requirements of this Agreement. This contract shall be capped at the sum of $50,000 but may be renewed upon joint agreement as evidenced by renewed signature and date.
F. Subcontractors. Consultant agrees that any and all contracts with subcontractors for performance of any matter under this Agreement shall require the subcontractors to comply with the same indemnity and insurance requirements set forth in this Agreement to the extent that they apply to the scope of the subcontractors’ work. Subcontractors are to be bound to contractor and to City in the same manner and to the same extent as the Consultant is bound to City under this Agreement. Subcontractors shall further agree to include these same provisions with any sub-subcontractor. A copy of this Agreement will be furnished to the subcontractor on request. The Consultant shall require all subcontractors to provide a valid certificate of insurance and the required endorsements included in the Agreement prior to commencing any work, and will provide proof of compliance to the City.
G. Acceptability of Insurers. Without limiting Consultant's indemnification provided hereunder, the policies of insurance listed in Article 9.2 of this Agreement are to be issued by an issuer with a current A.M.
Best Rating of A:V and who is authorized to transact business in the State of California, unless otherwise approved by the City.
H. Verification of Coverage. Consultant shall furnish the City with endorsements and certificates of insurance evidencing coverage required by this clause. The certificates for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The certificates are to be on forms acceptable to the City. Where required by statue, forms approved by the Insurance Commissioner are to be submitted. All certificates are to be received and approved by the City before work commences.
I. Special Risks/Circumstances. City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances and provide notice to Consultant.
10. MISCELLANEOUS
10.1 This Agreement shall be binding on the heirs, executors, assigns and successors of Consultant.
10.2 Neither party may assign or alter this Agreement, or any portion hereof, without the prior written consent of the other.
10.3 This Agreement shall not be construed to alter, affect, or waive any lien or stop notice rights, which Consultant may have for the performance of services pursuant to this Agreement.
10.4 Neither party’s waiver of any term, condition or covenant, or breach of any term, condition or covenant shall be construed as the waiver of any other term, condition or covenant or waiver of the breach of any other term, condition or covenant.
10.5 This Agreement contains the entire Agreement between City and Consultant relating to the project and the provision of services to the project. Any prior agreements, promises, negotiations, or Item 9.4
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representations not expressly set forth in this Agreement are of no force or effect. Subsequent modifications to this Agreement shall be in writing and signed by both City and Consultant.
10.6 If any term, condition or covenant of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions of this Agreement shall be valid and binding on City and Consultant.
10.7 This Agreement shall be governed in accordance with the laws of the State of California.
10.8 The term of this Agreement shall commence upon execution of the Agreement and terminate upon proper notice from either party, pursuant to Section 6. Any extension of the Agreement shall be mutually agreed upon in writing and shall require an amendment to the Agreement signed by both parties
10.9 Changes or amendments to this Agreement must be in writing and approved by all parties
10.10 The initial contract term shall commence upon execution of the contract by the City and shall be for a three (3) year period, unless terminated sooner in accordance with the contract. The City of Campbell, through City Council approval, may elect to extend the contract period. Consultant will be provided written notice not less than thirty (30) days prior to expiration of the original or extended term.
10.11 The term of this Agreement shall commence upon execution of the Agreement and terminate upon proper notice from either party, pursuant to Section 6. Any extension of the Agreement shall be mutually agreed upon in writing and shall require an amendment to the Agreement signed by both parties.
10.12 Consultant owes the City a duty of undivided loyalty in performing the work and services under this Agreement, including, but not limited to, the obligation to refrain from having economic interests and/or participating in activities that conflict with the City’s interests in respect to the work and/or services and project. The Consultant shall list current clients who may have a financial interest in the outcome of this Agreement. The Consultant hereby certifies that it does not now have, nor shall it acquire any financial or business interest that would conflict with the performance of services under this agreement. Consultant shall not make or participate in making or in any way attempt to use Consultant’s position to influence a governmental decision in which Consultant knows or has reason to know Consultant has a direct or indirect financial interest other than the compensation promised by this Agreement. Consultant will immediately advise the City if Consultant learns of a financial interest of Consultant's during the term of this Agreement.
10.13 City is a public agency subject to the disclosure requirements of the California Public Records Act (“CPRA”). If Consultant’s proprietary information is contained in documents or information submitted to City, and Consultant claims that such information falls within one or more CPRA exemptions, Consultant must clearly mark such information “Confidential and Proprietary,” and identify the specific lines containing the information. In the event of a request for such information, City will make best efforts to provide notice to Consultant prior to such disclosure. If Consultant contends that any documents are exempt from the CPRA and wishes to prevent disclosure, it is required to obtain a protective order, injunctive relief or other appropriate remedy from a court of law in Santa Clara County before the City is required to respond to the CPRA request. If Consultant fails to obtain such remedy within the time the City is required to respond to the CPRA request, City may disclose the requested information without any liability to Consultant. Consultant further agrees that it shall defend, indemnify and hold City harmless against any claim, action or litigation (including but not limited to all judgments, costs, and attorney’s fees) that may result from denial by City of a CPRA request for information arising from any representation, or any action (or inaction), by the Consultant.
10.14 Neither party hereto shall be considered in default in the performance of its obligation hereunder to the extent that the performance of any such obligation is prevented or delayed by an act of God, natural disaster, pandemic, acts of terrorism, war, or other peril, which is beyond the reasonable Item 9.4
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control of the affected party and without the negligence of the respective Parties. Each party hereto shall give notice promptly to the other of the nature and extent of any Force Majeure claimed to delay, hinder or prevent performance of the services under this Agreement. Each Party will, however, make all reasonable efforts to remove or eliminate such a cause of delay or default and will, upon the cessation of the cause, diligently pursue performance of its obligations in this Agreement. In the event either party is prevented or delayed in the performance of its respective obligation by reason of such Force Majeure, there may be an equitable adjustment of the schedule and Consultant compensation based on City’s sole discretion.
10.15 Except as City may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever.
10.16 Consultant warrants that Consultant, its subcontractors and/or agents (if any) has/have complied with any and all federal, state, and local licensing requirements
10.17 Each party acknowledges that it has reviewed this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement.
10.18 The signatories to this Agreement warrant and represent that each is authorized to execute this Agreement and that their respective signatures serve to legally obligate their respective representatives, agents, successors and assigns to comply with the provisions of this Agreement.
10.19 This Agreement is entered into, and to be performed in Santa Clara County, California, and any action arising out of or related to this Agreement shall be maintained in a court of appropriate jurisdiction in Santa Clara County, California.
11. NOTICES
Notices required under this Agreement may be delivered by first class mail addressed to the appropriate party at one of the following addresses:
CITY: City of Campbell
Attention: Rob Eastwood
70 North First Street,
Campbell, CA 95008
CONSULTANT: Shums Coda Associates, Inc. (SCA)
Attention: Christine Godinez
5776 Stoneridge Mall Road, Ste 150
Pleasanton, CA 94588
(925) 400-8760 ; [email protected]
[Signatures on the following page]
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Having read and understood the foregoing Agreement, the undersigned parties agree to be bound hereby:
CONSULTANT CITY OF CAMPBELL
Shums Coda Associates, Inc.
By: By: Brian Loventhal
Title: Title: City Manager
Date: Date:
Exhibit A - Scope of Services and Fees
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inspections on the same day, but no later than the following day a request is received.
A.Plan Review Services
SCA can perform plan reviews that cover one or more of the following disciplines:
➢ Building: architectural (fire/life safety), structural, mechanical, electrical, plumbing, accessibility, green building, energy conservation, and geotechnical in conformance with the currently adopted State codes as amended by the City of Campbell. ➢ Fire: fire/life safety requirements of the CBC/CFC, site reviews for hydrants and apparatus access, fire suppression, fire alarm, NFPA standards as they pertain to construction, equipment, fire protection systems, smoke control reports and hazardous materials to the currently adopted State Fire and Building Codes (all as modified or amended by the City of Campbell).
1.Plan Review Implementation
We begin each review with our Plans Coordinators assessing if each project received is complete and put into the customized SCA database and schedule that we maintain internally for all jurisdictional projects. It is at this point that our Manager and Coordinator will begin the process of assigning each project a unique SCA job number for tracking purposes, which the city staff or applicants can access at any time during our review cycles. Then each project will be assigned to a SCA plan review team member, based on experience, expertise, and complexity of the project along with the current availability of each team member. Our plan review staff is well versed and able to review all code requirements. Most smaller projects can be reviewed by a single plan examiner/engineer and for large projects, our plans coordinators will confer with our plan review manager to divide project portions into smaller systems reviews – which ensures that the project stays on schedule with multiple persons assigned to handle larger lifts. The plans coordination team will continue to check-in and update schedules during each cycle of review and make sure that each plan review member remains on schedule or re-assigning (when needed) some work to ensure turnaround times are met.
We prefer (if approved by the City of Campbell) to expedite or clarify plan review items by contacting the designers and communicating directly, using the most advantageous media available, to resolve issues. In today’s development climate a brief phone call, or a thirty-minute online meeting can save weeks of back-and-forth delays to obtain minimum code compliance and approvals. We understand that there can be limitations in the designer’s technology or jurisdictional inter-department review process, which sometimes prohibit these methods from being implemented completely with every project. But with any approach being implemented we can resolve code issues with SCA understanding (and intentionally) by routing all communication/comment letters (first or concurrently) through the city, as directed by your staff. All reviewed and approved documents shall be returned to the city after the plan review process is completed, and input into the tracking software as directed by the City of Campbell’s staff. We will look at the City of Campbell’s staff and take your lead on how to effectively streamline communication, because at the end of the day our goal is to build a relationship as a cohesive team.
When review cycles are completed, our managers will review final products to ensure that comments are formatted properly, and clear regarding code concerns. Then our Project Coordinators will register the cycle completed and will input all reviewed and approved documents into the tracking software as directed by the City of Campbell’s staff. Then as directed by the city, our Project Coordinators willsend allsubmittal and resubmittal reports directly to the city’s staff for distribution Item 9.4
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to the applicant(s). We can also directly/simultaneously provide the architect and/or the engineer with the same electronic list of items needing correction when directed to do so by the city.
Through our database and team of plans coordinators, SCA can provide clear and direct information to the city’s staff (or the applicants) related to plan review status, as well as provide another layer of plan submittal completeness assessments at each review cycle. When questions arise, our project coordinators will direct all inquiries to the appropriate plan review staff to respond and resolve issues.
This ensures that every item related to a plan review list can be responded to and resolved with the staff person that created the comment initially. We are committed to returning calls and emails promptly and with a professional approach associated with these services.
Plan Reviews and Approvals
Our standard plan review reports result in lists of comments which refer to specific details, drawing or location in the building, and reference applicable code sections for each item cited. Our comment lists should be self-explanatory, but our review team will remain available during working hours (and often off-hours) by phone and/ or video conferencing to share and discussthe code concerns with the city’s staff and/or the applicants to provide any additional clarification/discussion needed of the applicable building code section, ordinances, or regulation.
We will provide a similar list at each cycle of the review process, but typically strive to resolve reviews in two cycles, with perhaps a quick third review of the remaining comment (or two). When a review remains extensive at a third (or longer) review cycle, SCA staff will reach out to the City of Campbell’s staff to discuss the overall items of concern and look for directions on any alternative methods to keep the project review moving in a positive direction. With these difficult reviews, SCA is not opposed to online video conferences to share and discussthe code concerns with the city’sstaff and the applicant – hopefully to assist in receiving a more complete resubmittal with the next review.
Further, we can activate our team early in the process(usually prior to construction documents being submitted to the city), to provide general code reviews with design development plans, assisting with sensitive project design teams understanding larger code concerns in the design development process and hopefully allowing corrections that will reduce plan review cycles in the future. SCA prefers to review larger projects in this manner, but only under the clear direction of the city, and with the understanding that we are not designing the project but merely representing the City of Campbell’s code concerns.
Once the final plan review is completed and ready for approval, SCA will stamp electronically the plans and the supporting documents and return them to the city, along with our letter of completion.
It should be noted that our approval stamp can be modified to match the desired information needed by the City of Campbell.
Plan Review Turnaround Schedule
In general, SCA’s plan review turnaround timeframe is ten (10) business days for initial reviews and seven (7) business days for rechecks and revisions. This is the turnarounds for most reviews, but timeframes for large-sized projects may request an additional five business days for the initial review (15 total business days) confirmed with city staff prior to proceeding with the review. This ensures more complex code concerns or engineering is given enough time to be properly reviewed. Rechecks of these larger reviews will require ten (10) business days to complete.
Expedited plan reviews, or third-party plan reviews will have a separate negotiated turnaround timeframe for each project. When expedited plan reviews are requested, we will perform the plan review as quickly as SCA staff schedules will allow. An expedited review is typically completed in half of the standard turnaround time, but SCA has (at times) been able to review in shorter periods.
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These types of review schedules are typically determined based on the complexity of the project and the availability of SCA staff to complete the review.
Project Type
Initial Review
Turnaround
Expedited
Turnaround
Single Family Dwelling 10 5 (or less)
Multi-Family Residential
Buildings
15 7
Tenant Improvements 10 5 (or less)
Commercial/ Industrial
Buildings
10 - 15 5 - 7
Inspection Services
Our inspectors are qualified, certified, and licensed to conduct many different types of inspections. SCA will provide qualified inspectors as needed to the city, within one business day, if requested by noon on the previous business day. Our staff will work with your staff to ensure that all types of buildings will be inspected asrequested by the city. The scope of inspection services to be provided will be defined uniquely for each project or as determined mutually by SCA and the City of Campbell. Inspectors provided to the city will report directly to the Chief Building Official or another person designated by the city for all projectrelated work. Any inspector sent to the city will need to be interviewed and/or accepted by the Building Division staff prior to their commencement of inspections on behalf of the jurisdiction, as we want our staff to be appropriately qualified for and clear of the City of Campbell’s expectations.
Again, we strive to have strong communication between our management/inspection staff and jurisdiction, to ensure that we are clear on the city’s expectations. We will conduct the required inspections for the project and inspect the buildingsin accordance with the codes adopted and amended by theCity ofCampbell.
We have also worked with several different Departments to concurrently administer the codes adopted by their jurisdiction. We believe it is important to work alongside all departments on projects to present a cooperative level of code administration.
An inspection report will be provided for each inspection outlining what inspection was conducted, the result and any conditions or corrections needed. SCA’s inspection reports will reference code sections that are applicable for each comment. We will provide a similar list for each inspection cycle. It isstandard practice for our inspectors to input results into the jurisdiction’s inspection/ permitting software at the end of each inspection day and/ or leave a distribution copy at the jobsite for the contractor/applicant. SCA can certainly provide either or some hybrid version as needed for the City of Campbell. We will also provide stop work orders, when necessary, but our philosophy is always to communicate paths of resolution of code concerns, instead of stop work orders – as our role is also to keep the project on time and under budget. We believe in being service oriented and not building police.
Our correction lists should be self-explanatory, but our inspection team will remain available during working hours (and often off-hours) to provide any additional clarification/discussion needed of the applicable building code section, ordinances, or regulations. Our inspectors provide their cell phone numbers to the contractors and homeowners if a question arises in the field, as we believe it is important that the lines of communication are kept open. We will work with the contractors and homeowners to bring a building into compliance with the applicable code whenever we can. It is our philosophy that inspections are educational opportunities to explain the purpose of the code and why certain things are required by the code.We willspend additional time explaining the purpose of a code requirement whenever necessary as we see ourselves as code educators as much as code administrators. Our goal is to get to “yes” and comply with the intent of the code.
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Exhibit B – Fee Schedule
Building Plan Check Fees
Fees for comprehensive plan reviews, performed at SCA offices, will be equal to sixty-five percent (65%) of the plan review fees as calculated by the jurisdiction. The fee covers all services associated with the typical plan review, first, second and quick third reviews to approve projects. If the review exceeds three review cycles or if desired by the City of Campbell, SCA will charge our labor fees on the hourly rates provided below.
Fees for expedited reviews will be negotiated directly with city’s Building Official prior to beginning the review and will be a fixed fee based on the determined complexity of the project, availability of SCA staff and requested expedited turnaround schedule. It will be possible that an expedited review can be completed with no additional charge in some instances.
Job Title Hourly Rate
Plan Review Engineer/Architect $150
Fire Plan Review (FPE or specialized systems) $230 - $300 Fire Plan Review (certified non-FPE reviewer) $175 - $200 In-House Plan Review $165
Acting Supervisor of Inspectors (I.O.R.)** $155-$165
Senior Inspector** $145 - $155
Inspector II** $135 - $145
Inspector I** $115 - $135
Inspector in Training $85-$115
Fire Inspector** $190
Permit Technician $95 - $100
Clerical Support $75
CASp Specialist – Plan Review $175
CASp Specialist – Inspection $200
CASp Specialist - Report TBD
Acting Building Official $165
In-House Code Training (virtual) $150
Overtime will not be charged for any plan review services, but SCA does reserve the right to negotiate additional fees for major re-designs or consistently incomplete responses to initial plan review comments (as agreed upon mutually with the jurisdiction). Overtime for inspection and other services will be charged at 150% of the standard hourly rates (as agreed upon mutually with the jurisdiction). ** Hours for inspections more than 8 hours (per day) will be billed as overtime at the rate shown above.
When overtime is requested, on days when the inspector has not already carried out inspections on the site (i.e., weekends, holidays, etc.), overtime inspection services will be provided in 4-hour minimum segments.
These rates do not include mileage costs as part of the rates, as we invoice mileage for inspections at the current IRS rate + 10%. However, we are willing to negotiate these fees further if selected for the project services, as we pride ourselves on being able to customize our services to meet the jurisdictions needs and budget.
Further, these rates are subject to an annual increase to account for cost-of-living adjustments (typically 3% - 5%) and will be revised at the beginning of each fiscal year of the contract.
Hourly Rates
We provide ranges to reflect options related to number of certificates and level of experience provided.
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CITY OF CAMPBELL
CONSULTANT SERVICES AGREEMENT
This Agreement is entered into at Campbell, California on the 1st day of July 2026, by and between the City of Campbell (hereinafter referred to as "City") and True North Compliance Services (TNC), (hereinafter referred to as "Consultant") (each is referred to individually as a “Party” and collectively, as the “Parties”).
WHEREAS, City desires to obtain consulting services for the purpose of construction plan review to determine code compliance against City adopted California Building Codes either in-part or in-entirety; WHEREAS, Consultant represents that it has the expertise, means, and ability to perform said such services and has currency with all applicable certifications, licenses, bonding, and insurance; NOW, THEREFORE, in consideration of each other’s mutual promises, Consultant and City agree as follows:
1. DUTIES OF CONSULTANT
1.1 Consultant agrees to perform services as set forth in Exhibit A - Scope of Services, attached hereto and incorporated herein by reference, and which shall be interpreted together and in harmony with this Agreement. In the event of any conflict between Exhibit A and this Agreement, this Agreement shall govern, control, and take precedence.
1.2 Consultant’s project manager will meet with the City’s project coordinator prior to commencement of the project to establish a clear understanding of the working relationships, authorities, trade standards, and management philosophy of City as it relates to this Agreement.
1.3 Consultant, working with the City, will gather available existing information concerning the project, and shall review documents as necessary for compliance with the project’s objectives.
1.4 In performance of this Agreement by Consultant, time will be of the essence. Completion deadlines will be so agreed and arranged in advance and in writing. Plan examination and estimated cost to provide shall include an expected normal first round examination time limit targeted at 10 working days, with follow up second reviews targeted at 5 working days from the date of document receival. A third round of plan check and any additional rounds or specifics or related shop drawing and/or revision review shall be billed on a Time and Materials base, at the agreed upon hourly rate set forth in Section 3, below. If a specific project is deemed by Consultant to be beyond normal where these performance limits cannot reasonably be met, Consultant must obtain City’s prior acceptance of the deviation or time extensions in writing.
1.5 Except as expressly stated in Section 1.4, Consultant shall not be responsible for delay caused by activities or factors beyond Consultant’s reasonable control, including delays in document submittals, product specification, or by reason of strikes, work slow-downs or stoppages, or acts of God.
Each party hereto shall give notice promptly to the other of the nature and extent of any Force Majeure claimed to delay, hinder or prevent performance of the services under this Agreement. Each Party will, however, make all reasonable efforts to remove or eliminate such a cause of delay or default and will, upon the cessation of the cause, diligently pursue performance of its obligations in this Agreement. In the event either party is prevented or delayed in the performance of its respective obligation by reason of such Force Majeure, there may be an equitable adjustment of the schedule and Consultant compensation based on City’s sole discretion.
1.6 Consultant agrees to perform this Agreement in accordance with the highest degree of skill Item 9.4
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and expertise exercised by members of Consultant’s profession working on similar projects under similar circumstances.
1.7 Consultant shall perform in good faith with City in all aspects of the performance of this Agreement.
1.8 In the course of the performance of this Agreement, Consultant shall act in the City’s best interest as it relates to the project.
1.9 In the event, major discrepancies, omissions, or misrepresentations, are discovered during the activity of this Agreement, Consultant shall stop forward progress and notify the City’s project coordinator in a timely way. When resolved, forward progress shall commence.
1.10 All activities of Consultant, its employees, subcontractors, and/or agents will be carried out in compliance with all applicable federal, state, and local laws and regulations.
1.11 The designated project manager for Consultant shall be ___________. Consultant’s project manager shall have all the necessary authority to direct technical and professional work within the scope of the Agreement and shall serve as the principal point of contact with the City and the City’s project coordinator. The authorized principal of Consultant executing this Agreement for the Consultant shall have authority to make decisions regarding changes in services, termination and other matters related to the performance of this agreement on behalf of Consultant.
1.12 The Consultant (and its employees, agents, representatives, and subconsultants), in the performance of this Agreement, shall act in an independent capacity and not as officers or employees or agents of the City. The City shall not direct the work and means for accomplishment of the services and work to be performed hereunder. The City, however, retains the right to require that work performed by Consultant meet specific standards consistent with the requirements of this Agreement without regard to the manner and means of accomplishment thereof. Subcontractors shall assume all rights, obligations, and liabilities, applicable to it as an independent contractor hereunder. Consultant represents and warrants that it (i) is fully experienced and properly qualified to perform the class of work and services provided for herein, (ii) has the financial capability and shall finance its own operations required for the performance of the work and services and (iii) is properly equipped and organized to perform the work and services in a competent, timely and proper manner in accordance with the requirements of this Agreement. Consultant agrees to comply with AB5, codified at Labor Code section 2750.3, and shall indemnify, defend and hold harmless the City, its officers, officials, directors, agents representatives, volunteers, and employees against any claim or liability, including attorneys’ fees and costs, arising in any manner related to this Agreement that an employee, agent or others under Consultant’s supervision or control was misclassified.
1.13 This Agreement contains provisions that permit mutually acceptable changes in the scope, character or complexity of the work if such changes become desirable or necessary as the work progresses.
Adjustments to the basis of payment and to the time for performance of the work, if any, shall be established by a written contract amendment (approved and executed by the City) to accommodate the changes in work.
1.14 Consultant warrants that Consultant, its subcontractors, and/or agents (if any) has/have complied with any and all federal, state, and local licensing requirements and agrees to provide proof of such requirements at City’s request.
2. DUTIES OF CITY
2.1 City shall furnish to Consultant all available and pertinent data and information requested by Consultant to facilitate the preparation of the documents called for in this Agreement. Consultant shall be entitled to reasonably rely on the accuracy and completeness of such information, provided that Item 9.4
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Consultant shall make any additional investigation reasonably necessary to confirm such information and provide City prompt written notice of any known or discovered defects in such data and information.
2.2 City shall provide contract administration services. City shall notify Consultant of required administrative procedures and shall name representatives, if any, authorized to act in its behalf.
2.3 City shall review documents submitted by Consultant and shall render decisions pertaining thereto as promptly as reasonably possible.
3. COMPENSATION
3.1 For the full performance of the services described herein by Consultant, City agrees to compensate Consultant for all services and direct costs associated with the performance of the Project in an amount not to exceed $500,000:
a. Once each month, Consultant shall submit for payment by City, an itemized invoice for services performed during the previous billing period. The invoice shall describe the services rendered and the title of the item of work and shall list labor hours by personnel classification. Said invoice shall be based on all labor and direct expense charges made for work performed on the Project. Labor charges shall be in accordance with the fee schedule found in Exhibit A of this Agreement. City shall pay Consultant for services rendered and approved by the City within 30 days from the date the itemized invoice is received by the City, subject to the maximum not to exceed amount specified above and the City’s right to object. b. Direct costs are those outside costs incurred on or directly for the project and substantiated with invoices for the charges. Direct expenses include printing, reproduction, and delivery charges.
3.2 If Consultant incurs other costs which are not specifically covered by the terms of this Agreement, but which are necessary for performance of Consultant’s duties, City may approve payment for said costs if authorized in writing by the City in advance.
3.3 City may order changes in the scope or character of services in writing, including increasing or decreasing the amount of Consultant’s services. In the event that the work is decreased, Consultant is entitled to full compensation for all services performed and expenses incurred prior to receipt of notice of change. Under no conditions shall Consultant make any changes to the work, either as additions or deductions, without the prior written order of the City. In the event that the City determines that a change to the work or services from that specified in this Agreement is required, the contract time and/or actual costs reimbursable by the City for the project may be adjusted by contract amendment or change order to accommodate the changed work. The maximum not to exceed total amount specified in this Article 3 (Compensation) shall not be exceeded, unless authorized by written contract amendment or change order, approved and executed by the City. Consultant shall obtain prior written approval for a revised fee schedule from the City before exceeding such fee schedule. Only City’s authorized representative(s) is authorized to approve changes to this Agreement on behalf of City.
3.4 In no event will the Consultant be reimbursed for any costs or expenses at any rates that exceed the rates for set forth in the fee schedule found in Exhibit B.
3.5 Consultant agrees that the payments to Consultant specified in this Article 3 (Compensation) will constitute full and complete compensation for all obligations assumed by Consultant under this Agreement. Where conflicts regarding compensation may occur, the provisions of this section apply.
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4. SUBCONSULTANTS
4.1 Consultant may not subcontract any services required under this Agreement without the prior written consent of the City.
4.2 Consultant shall be responsible to City for the performance of any and all subconsultants who perform work under this contract, and any acts of negligence or misconduct on their part. Consultant is solely responsible for all payments due to subconsultants.
4.3 Consultant shall require and verify that all subcontractors maintain insurance meeting all of the requirements stated herein, including naming the City of Campbell, its officers, officials, directors, agents, representatives, volunteers, and employees as additional insureds. Any modification to the insurance requirements for subcontractors must be agreed to by the City in writing.
4.4 If at any time, the City determines any subcontractor is incompetent or unqualified, Consultant will be notified and will be expected to immediately cancel the subcontract.
5. OWNERSHIP OF DOCUMENTS AND MATERIALS
All original drawings, documents, papers, data, materials, photographs, negatives and other work products prepared by the Consultant and/or its subconsultants in the performance of the services encompassed in this Agreement (whether in printed or electronic format) (“project-related documents and materials) shall be the property of the City and may be used on this project without the consent of the Consultant or its subcontractors. City acknowledges that such drawings, documents, and other items are instruments of professional services intended for use only on the subject project. Consultant agrees that all copyrights which arise from creation of the project-related documents and materials pursuant to this Agreement shall be vested in the City and waives and relinquishes all claims to copyright or other intellectual property rights in favor of the City. Any project-related documents and materials related to this Agreement shall be confidential, not to be used by the Consultant on other projects or disclosed to any third party, except by agreement in writing by the City, or except as otherwise provided herein. Upon the completion or termination of this Agreement for any reason, the City shall be entitled to receive, and Consultant shall promptly provide to the City upon request, all finished and unfinished project-related documents and materials, produced or gathered by or on behalf of Consultant, that are in Consultant’s possession, custody or control. Consultant may retain copies of said documents and materials for its files.
In the event of termination, any dispute regarding compensation or damages shall not hinder, prevent, or otherwise impact the City’s right to promptly receive and use such documents and materials which are the sole and exclusive property of the City.
Certain information received by Consultant from City may be considered confidential (“Confidential Information”). Confidential Information shall mean all non-public information or proprietary materials (in every form and media) disclosed or made available directly or indirectly through any means of communication, either verbally or in writing, to Consultant in connection with this Agreement. Unless otherwise required by law, Consultant shall not, without City’s written permission, use or disclose City documentation and/or Confidential Information other than in the performance of the obligations under this Agreement. As between Consultant and City, all City Confidential Information shall remain the property of the City. Consultant shall not acquire ownership interest in the City’s Confidential Information.
Consultant shall be responsible for ensuring and maintaining the security and confidentiality of City’s Confidential Information, protect against any anticipated threats or hazards to the security or integrity of City Data and Confidential Information, protect against unauthorized access to or use of City Data and Confidential Information that could result in substantial harm or inconvenience to City or any end users; and ensure the proper return and/or disposal of City Data and Confidential Information upon termination of this Agreement with notice to the City.
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Consultant shall take appropriate action to address any incident of unauthorized access to City’s Confidential Information, including addressing and/or remedying the issue that resulted in such unauthorized access, notifying City as soon as possible of any incident of unauthorized access to City Data and Confidential Information, or any other breach in Consultant’s security that materially affects City or end users; and be responsible for ensuring compliance by its officers, employees, agents, and subcontractors with the confidentiality provisions hereof. Should confidential and/or legally protected City Data be divulged to unauthorized third parties, Consultant shall comply with all applicable federal and state laws and regulations, including but not limited to California Civil Code sections 1798.29 and 1798.82 at Consultant’s sole expense. Consultant shall not charge City for any expenses associated with Consultant’s compliance with these obligations.
Consultant shall defend, indemnify and hold harmless City, its officials, officers, employees and agents against any claim, liability, loss, injury or damage (including attorneys’ fee and costs) arising out of, or in connection with, the unauthorized use, access, and/or disclosure of City’s Confidential Information by Consultant and/or its agents, employees or sub-contractors, excepting only loss, injury or damage caused by the sole negligence or willful misconduct of the City. This provision shall survive the termination or expiration of this Agreement.
6. TERMINATION
6.1 Notwithstanding any other provision of this Agreement, the City may terminate this Agreement at any time, with or without cause, in its sole discretion, by giving notice in writing to Consultant of such termination. In the event of such termination, Consultant shall have the right and obligation to immediately assemble the work then in progress for the purpose of completing the work and turning over all materials and documents to City.
6.2 In the event of such termination, Consultant shall be compensated for all work and services performed to the point of termination in accordance with the payment provisions set forth in Section 3.1, unless the termination is for cause, in which event Consultant need be compensated only to the extent required by law.
6.3 Upon notice of termination by City, the Consultant will immediately act to not incur any additional obligations, costs or expenses, except as may be reasonably necessary to terminate its activities.
All finished or unfinished work or documents procured or produced under the Agreement will become property of the City upon the termination date. In the event of Consultant’s failure to perform pursuant to the Agreement, the City reserves the right to obtain services elsewhere and Consultant will be liable for the difference between the prices set forth in the terminated Agreement and the actual cost to the City.
Termination of the Agreement pursuant to this paragraph shall not relieve the Consultant of any liability to City for additional costs, expenses, or damages sustained by City due to failure of the Consultant to perform pursuant to the Agreement. City may withhold any payments to Consultant for the purpose of set off until such time as the exact amount of damages due City from Consultant is determined. After the effective date of termination, Consultant will have no further claims against the City under the Agreement. No other compensation will be payable for anticipated profit on unperformed services.
7. AUDIT AND INSPECTION
Consultant shall permit authorized representatives of City to inspect and audit all data and records relating to its performance under this Agreement for a period of three years following acceptance of the final study.
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8. EQUAL EMPLOYMENT OPPORTUNITY
Consultant agrees to refrain from discriminatory employment practices on the basis of race, religious creed, color, sex, national origin, handicap, sexual orientation, marital status, medical condition, disability, ancestry, organized affiliation, military or veteran status, or any other consideration made unlawful by local, state or federal law, of any employee of or applicant for employment with, such Consultant or subcontractor. City requires Consultant to comply with all applicable federal, state, and local equal employment opportunity laws and regulations.
9. INSURANCE AND INDEMNIFICATION
9.1 With respect to any design professional services provided by Consultant, the Consultant agrees to indemnify, and hold harmless the City, its officers, and employees to the fullest extent allowed by law from any and all claims, actions, causes of action, damages, liabilities and losses, that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, except for any claims, actions, causes of action, losses, damages or liabilities proximately caused by the sole negligence or willful misconduct of City. City shall not be liable for acts of Consultant in performing services described herein. Notwithstanding anything in this paragraph to the contrary, any defense costs charged to the design professional under this paragraph shall not exceed the design professional’s proportionate percentage of fault, except:
a. That in the event one or more defendants is unable to pay its share of defense costs due to bankruptcy or dissolution of the business, the design professional shall meet and confer with the other parties regarding unpaid defense costs in good faith effort to agree on the allocation of those costs amongst the parties; and b. Where a project-specific general liability policy insures all project participants for general liability exposures on a primary basis and also covers all design professionals for their legal liability arising out of their professional services on a primary basis, then there shall be no limitation on the design professional's duty to provide a defense and cover the City's cost of defense.
With respect to all matters other than those covered by the foregoing paragraph, Consultant agrees to indemnify, defend (with counsel reasonably satisfactory to the City) and hold harmless the City, its officers, officials, directors, agents, representatives, volunteers, and employees to the fullest extent allowed by law from and against any and all claims, actions, causes of action, losses, damages, liabilities and costs of every nature, including attorneys’ fees and costs (collectively “Losses”), including but not limited to all claims, actions, causes of action, losses, damages, liabilities for property damage, bodily injury, or death, and all costs of defending any claim, caused by or arising out of, or alleged to have been caused by or arise out of, in whole or in part, Consultant’s performance under this Agreement, except for any claims, actions, causes of action, losses, damages, costs or liabilities proximately caused by the sole negligence or willful misconduct of City. City shall not be liable for acts of Consultant in performing services described herein.
In no event shall this section be construed to require indemnification by the Consultant to a greater extent than permitted under the public policy of the State of California; and in the event that this contract is subject to California Civil Code section 2782(b), the foregoing indemnity provisions shall not apply to any liability for the active negligence of the City.
The defense and indemnity provisions obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by the insurance obligations contained in this Agreement. The foregoing indemnity provisions are intended to fully allocate the parties’ risk of liability to third-parties; and there shall be no rights to indemnity or contribution, in law or equity or otherwise between the parties that are not set forth in this section. Consultant waives all rights to subrogation for any matters covered by the provisions of this section. Consultant’s responsibility for such defense and indemnity obligations as set forth in this section shall survive the termination or completion of this Agreement for the full period of time allowed by law.
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9.2 Consultant shall maintain insurance conforming to the following specifications to the fullest amount allowed by law for a minimum of 3 years following the termination or completion of this Agreement. The City will be issued a Certificate of Insurance (a Memorandum of Understanding will not be accepted) with the following minimum requirements:
• Certificate(s) will show current policy number(s) and effective dates; • Coverage and policy limits will meet, or exceed, requirements below; • The Certificate Holder will be City of Campbell, Risk Manager, 70 North First Street, Campbell, CA 95008;
• Certificate will be signed by an authorized representative; • An endorsement, if required below, will be provided to show the City, its officers, officials, employees, and volunteers as additional insureds; and
• Coverages must be maintained during the term of the Agreement with the City, unless a longer duration is required.
A. Required Types of Coverage. Consultant acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amount of coverage required. If Consultant maintains broader insurance coverage and/or higher limits than the minimums shown below, the City requires and shall be entitled to the broader insurance coverage and/or higher limits maintained by Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.
The policies shall afford the following types of coverage:
1. Commercial General Liability; Ins Services Office (ISO) CGL Form 00 01 11 85
2. Automotive for all automobiles leased, hired, controlled, or owned (if any) by the consultant;
3. Workers’ Compensation and Employer Liability
4. Professional Liability and/or Errors and Omissions
B. Minimum Limits of Insurance
Consultant shall maintain limits no less than:
1. General Liability: $1,000,000 combined single limit per occurrence for bodily, 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.
3. Workers’ Compensation and Employer's Liability: Workers’ Compensation limits as required by the Labor Code of the State of California and Employer's Liability limits of $1,000,000 per accident. The Workers’ Compensation policy must be endorsed with a waiver of subrogation in favor of the City for all work performed by the Consultant and its employees. (Not required if Consultant provides written verification it has no employees).
4. Professional Liability and/or Errors and Omissions: $1,000,000 per claim and $2,000,000 in the annual aggregate.
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The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City (as agreed to in this Agreement) before the City’s own insurance or self-insurance shall be called upon to protect it as a named insured.
C. Deductible and Self-Insured Retention
Any deductibles or self-insured retention must be declared to and approved by the City, and shall not reduce the limits of liability. At the option of the City, either: the insurer shall reduce or eliminate such deductibles or self-insured retention as respects the City, its agents, officers, attorneys, employees, officials and volunteers; or the Consultant shall procure a bond guaranteeing payment of losses related to investigations, claim administration, and defense expenses. Policies containing any self-insured retention provision shall provide or be endorsed to provide that the selfinsured retention may be satisfied by either the named insured or the City.
D. Other Insurance Provisions
The policies are to contain, or be endorsed to contain, the following provisions:
1. General Liability and Automobile Liability Coverage:
a. The City, its agents, officers, attorneys, employees, officials and volunteers are to be covered as additional insureds as respects: liability arising out of this Agreement 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. It is a requirement of this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits set forth in this Agreement shall be available to the City as an additional insured. Furthermore, the requirements for coverage and limits shall be (1) the minimum coverage limits specified in this Agreement, or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured, whichever is affords greater coverage.
b. The Consultant's insurance coverage shall be primary insurance as respects the City, its agents, officers, attorneys, employees, officials and volunteers. Any insurance or self-insurance maintained by the City, its agents, officers, attorneys, employees, officials and volunteers shall be excess of the Consultant's insurance and shall not contribute with it. c. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its agents, officers, attorneys, employees, officials, and volunteers.
d. The Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought with respect to the limits of the insurer's liability.
2. Workers’ Compensation and Employer’s Liability Coverage: The insurer shall agree to waive all rights of subrogation against the City, its agents, officers, attorneys, employees, officials, and volunteers for losses arising from work performed by the Consultant for the City.
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approved by the City, each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled by either party, except after thirty (30) days prior written notice by regular mail has been given to the City, or ten (10) days for cancellation for non-payment of premium.
E. Suspension or Cancellation or Renewal.If any of the coverages required by this Agreement should be suspended, voided, cancelled or reduced in coverage during the term of this Agreement, Consultant shall immediately notify City and replace such coverage with another policy meeting the requirements of this Agreement. This contract shall be capped at the sum of $50,000 but may be renewed upon joint agreement as evidenced by renewed signature and date.
F. Subcontractors. Consultant agrees that any and all contracts with subcontractors for performance of any matter under this Agreement shall require the subcontractors to comply with the same indemnity and insurance requirements set forth in this Agreement to the extent that they apply to the scope of the subcontractors’ work. Subcontractors are to be bound to contractor and to City in the same manner and to the same extent as the Consultant is bound to City under this Agreement. Subcontractors shall further agree to include these same provisions with any sub-subcontractor. A copy of this Agreement will be furnished to the subcontractor on request. The Consultant shall require all subcontractors to provide a valid certificate of insurance and the required endorsements included in the Agreement prior to commencing any work, and will provide proof of compliance to the City.
G. Acceptability of Insurers. Without limiting Consultant's indemnification provided hereunder, the policies of insurance listed in Article 9.2 of this Agreement are to be issued by an issuer with a current A.M.
Best Rating of A:V and who is authorized to transact business in the State of California, unless otherwise approved by the City.
H. Verification of Coverage. Consultant shall furnish the City with endorsements and certificates of insurance evidencing coverage required by this clause. The certificates for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The certificates are to be on forms acceptable to the City. Where required by statue, forms approved by the Insurance Commissioner are to be submitted. All certificates are to be received and approved by the City before work commences.
I. Special Risks/Circumstances. City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances and provide notice to Consultant.
10. MISCELLANEOUS
10.1 This Agreement shall be binding on the heirs, executors, assigns and successors of Consultant.
10.2 Neither party may assign or alter this Agreement, or any portion hereof, without the prior written consent of the other.
10.3 This Agreement shall not be construed to alter, affect, or waive any lien or stop notice rights, which Consultant may have for the performance of services pursuant to this Agreement.
10.4 Neither party’s waiver of any term, condition or covenant, or breach of any term, condition or covenant shall be construed as the waiver of any other term, condition or covenant or waiver of the breach of any other term, condition or covenant.
10.5 This Agreement contains the entire Agreement between City and Consultant relating to the project and the provision of services to the project. Any prior agreements, promises, negotiations, or Item 9.4
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representations not expressly set forth in this Agreement are of no force or effect. Subsequent modifications to this Agreement shall be in writing and signed by both City and Consultant.
10.6 If any term, condition or covenant of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions of this Agreement shall be valid and binding on City and Consultant.
10.7 This Agreement shall be governed in accordance with the laws of the State of California.
10.8 The term of this Agreement shall commence upon execution of the Agreement and terminate upon proper notice from either party, pursuant to Section 6. Any extension of the Agreement shall be mutually agreed upon in writing and shall require an amendment to the Agreement signed by both parties
10.9 Changes or amendments to this Agreement must be in writing and approved by all parties
10.10 The initial contract term shall commence upon execution of the contract by the City and shall be for a three (3) year period, unless terminated sooner in accordance with the contract. The City of Campbell, through City Council approval, may elect to extend the contract period. Consultant will be provided written notice not less than thirty (30) days prior to expiration of the original or extended term.
10.11 The term of this Agreement shall commence upon execution of the Agreement and terminate upon proper notice from either party, pursuant to Section 6. Any extension of the Agreement shall be mutually agreed upon in writing and shall require an amendment to the Agreement signed by both parties.
10.12 Consultant owes the City a duty of undivided loyalty in performing the work and services under this Agreement, including, but not limited to, the obligation to refrain from having economic interests and/or participating in activities that conflict with the City’s interests in respect to the work and/or services and project. The Consultant shall list current clients who may have a financial interest in the outcome of this Agreement. The Consultant hereby certifies that it does not now have, nor shall it acquire any financial or business interest that would conflict with the performance of services under this agreement. Consultant shall not make or participate in making or in any way attempt to use Consultant’s position to influence a governmental decision in which Consultant knows or has reason to know Consultant has a direct or indirect financial interest other than the compensation promised by this Agreement. Consultant will immediately advise the City if Consultant learns of a financial interest of Consultant's during the term of this Agreement.
10.13 City is a public agency subject to the disclosure requirements of the California Public Records Act (“CPRA”). If Consultant’s proprietary information is contained in documents or information submitted to City, and Consultant claims that such information falls within one or more CPRA exemptions, Consultant must clearly mark such information “Confidential and Proprietary,” and identify the specific lines containing the information. In the event of a request for such information, City will make best efforts to provide notice to Consultant prior to such disclosure. If Consultant contends that any documents are exempt from the CPRA and wishes to prevent disclosure, it is required to obtain a protective order, injunctive relief or other appropriate remedy from a court of law in Santa Clara County before the City is required to respond to the CPRA request. If Consultant fails to obtain such remedy within the time the City is required to respond to the CPRA request, City may disclose the requested information without any liability to Consultant. Consultant further agrees that it shall defend, indemnify and hold City harmless against any claim, action or litigation (including but not limited to all judgments, costs, and attorney’s fees) that may result from denial by City of a CPRA request for information arising from any representation, or any action (or inaction), by the Consultant.
10.14 Neither party hereto shall be considered in default in the performance of its obligation hereunder to the extent that the performance of any such obligation is prevented or delayed by an act of God, natural disaster, pandemic, acts of terrorism, war, or other peril, which is beyond the reasonable Item 9.4
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control of the affected party and without the negligence of the respective Parties. Each party hereto shall give notice promptly to the other of the nature and extent of any Force Majeure claimed to delay, hinder or prevent performance of the services under this Agreement. Each Party will, however, make all reasonable efforts to remove or eliminate such a cause of delay or default and will, upon the cessation of the cause, diligently pursue performance of its obligations in this Agreement. In the event either party is prevented or delayed in the performance of its respective obligation by reason of such Force Majeure, there may be an equitable adjustment of the schedule and Consultant compensation based on City’s sole discretion.
10.15 Except as City may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever.
10.16 Consultant warrants that Consultant, its subcontractors and/or agents (if any) has/have complied with any and all federal, state, and local licensing requirements
10.17 Each party acknowledges that it has reviewed this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement.
10.18 The signatories to this Agreement warrant and represent that each is authorized to execute this Agreement and that their respective signatures serve to legally obligate their respective representatives, agents, successors and assigns to comply with the provisions of this Agreement.
10.19 This Agreement is entered into, and to be performed in Santa Clara County, California, and any action arising out of or related to this Agreement shall be maintained in a court of appropriate jurisdiction in Santa Clara County, California.
11. NOTICES
Notices required under this Agreement may be delivered by first class mail addressed to the appropriate party at one of the following addresses:
CITY: City of Campbell
Attention: Rob Eastwood
70 North First Street,
Campbell, CA 95008
CONSULTANT: True North Compliance Services (TNC)
Attention: Isam Hasenin
3939 Atlantic Ave., #224
Long Beach, CA 90807
(858) 260-0495 ; [email protected]
[Signatures on the following page]
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Having read and understood the foregoing Agreement, the undersigned parties agree to be bound hereby:
CONSULTANT CITY OF CAMPBELL
True North Compliance Services
By: By: Brian Loventhal
Title: Title: City Manager
Date: Date:
Exhibit A - Scope of Services and Fees
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True North will offer the full range of Building & Safety services ranging from plan review to inspection and permit technician services and other related services.
Plan Review Procedures
The following approach and procedures will apply to Plan Review Services. It may be adjusted to better accommodate the specific needs of the City of Campbell.
1. All document/plan reviews shall be based on the City of Campbell Municipal Code, applicable federal and state laws and regulations, Title 24 California Code of Regulations, and the City’s Building & Safety Division plan review standards and policies. Plan review shall cover structural, fire and life safety, architectural, accessibility, OSHPD-3, energy conservation, green building, grading, plumbing, mechanical and electrical installations in residential, commercial, and industrial projects for new, existing and historical buildings, structures and facilities.
2. We will pick-up plans at the City of Campbell Permit Center within 24 hours of notification OR upload immediately into our cloud-based database for electronic submittals.
3. Review all plan check applications for accuracy and make all necessary revisions to such items as description, square footage, type of construction, occupancy and uses.
4. Format plan review comment lists to compliment the style and requirements of the City of Campbell.
5. Prepare a standard template specific to the City of Campbell to identify specific requirements and items of interest and focus to the City Building & Safety Division.
6. Our plan review philosophy is to perform a thorough review during the first submittal of plans in order to avoid new comments on any subsequent submittals.
7. Open lines of communication with the Building Official and other City managers and staff to ensure accuracy in enforcing City policies, procedures and regulations.
8. Conduct plan reviews within the agreed upon turn-around times established by the City of Campbell.
9. Our team is available to review projects on an expedited basis within the designated turn-around times.
10.Review deferred submittals and revisions within assigned due dates.
11.Email plan check comments to designated Building staff and provide pertinent building/project data and information required on permit application.
Building/project data such as description of work, type of construction, uses, occupancy classification, floor area, number of stories, etc. will be provided on the transmittal letter.
Supply hard copy or electronic plan review comment, approval letters, and project invoices as required by the City of Campbell.
12.When final review is approved, we will deliver two final sets of approved plans with approval stamps and signatures to the City within 24 (twenty-four) hours of final review and approval.
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with applicants, designers, owners and consultants. Resolution of code issues may be performed by telephone, or meetings, prior to resubmitting corrected plans and documents.
14. Any plan check issues not resolved between the reviewer and the architect/engineer of record after the second review cycle will be quickly elevated to our QC Manager who will in turn discuss with the Building Official and come up with resolution to the outstanding issues.
15.Communicate and/or meet with the applicant, architect, engineer, other City departments or agencies, as necessary to assist with plan review responses.
16. Participate in pre-submittal meetings during preliminary design or working drawing stages to provide high level code review and discussion to ensure a smooth and timely plan review process.
17. Our President, Isam Hasenin will be available to provide technical support and advice to the Building Official, and city staff and managers related to code application and review of Requests for Alternate materials and Methods, administrative aspects of the department, permit fee analysis, preparing local amendments and ordinances and similar services.
18.We will utilize the City’s Permit Tracking System to enter and monitor planchecking information into the portal.
19.We have a fully automated web-based project tracking system to enter and track all projects assigned by the City. City staff and managers can access the system anytime to check the backlog, status and due dates of any project. They can also review copies of comment lists prepared by our staff. If the City agrees, we can provide access to applicants so they can check status of their projects online without having to call the City or come to the Building and Safety counter.
Electronic Plan Review
True North Compliance Services, Inc. is able to receive, process, plan review, markup and approvalstamp plans electronically and return the electronic plans back to the City. In fact, over 75% of our reviews currently are performed electronically using the electronic platforms. More specifically:
1. We will adhere to the City’s Electronic Plan Review guidelines and policies.
2. We are able to receive and route submittal documents utilizing cloud storage (Box, SharePoint, Drop Box, etc.) links or any other preferred method of the city.
Our staff will use the City-required platform to perform plan reviews.
3. We will provide electronic, redline mark ups on the plans, then transfer a marked-up image of the plans onto the plan review comments. This process will simplify the comments for the applicant resulting in less plan review iterations.
4. When the plan check and recheck processes are complete and the plans and corresponding documentation are deemed in full code compliance, we will sign and stamp the electronic plan set and corresponding documents.
5. Our entire team is equipped with the latest technology (highspeed computers, multiple large-format monitors, up to date versions of various electronic plan review software, access to cloud storage, etc.) to easily perform plan reviews Item 9.4
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electronically.
Building Inspection Services
True North Compliance Services, Inc. is pleased to offer excellent on-call Building Inspection Servicesto the City of Campbell. Our inspectors have extensive experience in the field, in addition to their Code knowledge, allowing for a practical approach to applying Code provisions during the inspection process. Similar to our Plan Review process, our inspectors employ the following proceduresto maximize project success. These procedures may be adjusted to better accommodate your jurisdiction.
1. Become familiar with the inspection style and requirements of the City of Campbell.
2. Provide inspection services and assure that construction complies with plans and is in compliances with the most recently adopted codes, policies, and procedures.
3. Perform inspections on construction projects to verify compliance with City of Campbell Municipal Code and State codes and regulations: California Building Code, Residential Code, Plumbing Code, Mechanical Code, Electrical Code, Fire Code, Energy Code, Green Building Standards Code, Disabled Access Regulations, and Title 25; Mobile Home Parks regulations; State Water Resource Control Board regulationsrelated to storm water pollution prevention; Sound Transmission Control regulations; and, locally adopted building ordinances and amendments thereof.
4. Inspect for compliance with applicable conditions of approval set forth by the City's Community Development Department, Planning Commission, and/or City Council.
5. Inspectors will possess and maintain necessary certifications required to perform inspections.
6. Be equipped with all necessary tools needed to perform inspections, including a complete set of current code books.
7. Assist in the coordination of job site conferences with technical consultants, engineers, architects, representatives of the owner, equipment manufacturers, and subcontractors to review project requirements, and clarify or resolving any questions or problems prior to commencing work.
8. Prepare inspection notices of noncompliance on incorrect construction methods or material found during inspection; confer with contractor or representative regarding construction methods and procedures as they relate to compliance with plans and specifications.
9. Maintain a record of non-complying items and follow up to achieve resolution of such items. Record all significant construction-related activities and events such as work completed to provide a chronological and factual history of inspection on assigned construction projects.
10.Engage with Building & Safety Division staff to understand the City’s permitting process, forms, policies, and clients.
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11. Adapt to the City’s needs to allow for easy integration into the day-to-day inspection operations.
12.Communicate daily with the City’s Principal Building Inspector for assignments and
to identify potential issues.
13.Coordinate with various City and County agencies and departments and other governmental agencies providing services, and/or having jurisdiction over any aspect of a development project.
14.Maintain contact while in the field to answer questions, reschedule inspections, and support City staff.
15. Serve as a resource and provide information on City regulations to property owners, residents, businesses, the general public and other City departments.
16.Build a rapport with frequent contractors and teams on continuing projects.
17. Update the City’s permit tracking software as necessary, including transferring all applicable field notes.
18. Perform and/or attend on-site and in-office preconstruction meetings as required.
19.Communicate and/or meet with applicants, contractors, engineers, architects, etc., as necessary to assist with corrections and general project questions.
Permit Processing Services
True North Compliance Services, Inc. believes that the permit technician position is one of the toughest positions in the Building & Safety Division. Being at the counter all day long handling customer contacts, questions and issues is challenging, especially as we experience the high volume of work and high customer traffic at the public counter. That’s why we believe it takes a certain type of personality to be successful at the position. It’s someone who is pleasant, calm, patient, has excellent interpersonal skills and ability to use automation systems. We are pleased to offer staff who meet these criteria and qualifications. More specifically, the permit technician will:
1. Enter permit data into the automated database.
2. Research, compile and prepare various limited reports and presentation graphics.
3. Assist the general public at the front counter or by phone regarding building, planning and engineering permit requirements, plan check fees, plan check filing procedures and processing, and permit status.
4. Research information for public.
5. Accept permit applications and collect permit fees.
6. Review and evaluate plans for completeness and for conformance with ordinances and department standards, policies and guidelines.
7. Review plans for conditions of prior approval.
8. Route plans to other city departments for review.
9. Approve minor permits.
10.Research and respond to public inquiries.
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11.Build and maintain positive working relationships with co-workers, City employees and the public using principles of good customer service.
12. Perform related duties as assigned.
13. Utilize City electronic and paper files to research previous and/or related permits.
14.Review permit application for completeness, perform fee calculations, route plans, verify approvals and conditions and issue permits.
15. Provide excellent service to all customers from a homeowner to large developers and designers.
16. Have excellent interpersonal skills, calm demeanor, patient and be a good listener Quality Control Program
True North Compliance Services, Inc. core values in delivering municipal services are Ethics, Transparency, Collaboration, Empathy, Customer-Centric service, Communications, and Fiscal Prudence. High quality service, professionalism and excellence in the delivery of municipal services are at the core of what True North
Compliance Services, Inc. stands for. We share the City’s commitment to delivering responsive and timely service without compromising the quality of the service. To that end, we developed and implemented a rigorous internal quality control and assurance program for all of our services. Here are the major components of our quality control program:
Plan Review and Counter Services
Our established internal intake, plan review, quality control and customer contact procedures ensure that submittals are properly coordinated, tracked and managed. Our plan tracking procedures are designed to track each submittal throughout the review process and maintain accurate and comprehensive records for each submittal. To accomplish this goal, we follow this procedure:
1. We monitor our staff’s performance and interaction with customers at the counter by having customer surveys available for the applicants to complete. We will also randomly call applicants who received our service to check on their satisfaction with the services received from our staff. We will monitor phone calls and produce period reports of customer satisfaction. We will train and provide feedback to our staff related to their customer service skills.
2. Once we receive a project for review from the City, our document control staff screens and logs the project into our internal project tracking system with all appropriate information such as description, scope, review disciplines, Building Department staff, design team contact person and due dates.
3. Our QC Manager will perform an initial cursory review of the project to determine if there are any major code compliance issues that may require immediate discussion with the Building & Safety Division staff and/or design team, then depending on the complexity of the project, assigns to appropriate True North plan review engineers/plans examiners.
4. Plans are assigned to engineers or plans examiners for each of the required disciplines with notes from the QC manager
5. Once the plan review is complete, True North QC Manager will perform quality control of the project by reviewing the project and comments prepared by the assigned plan review engineer/plans examiner.
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6. Following the QC phase, final comments will be generated and sent to the Building & Safety Division staff and designated design team member.
Inspection Services
Similar to our plan check quality control program, we have a rigorous internal quality control and assurance program for our inspection services. Core elements of our program include:
1. Rigorous hiring program to ensure that we only hire highly competent professional and friendly inspectors who believe in True North’s core values and guiding principles.
2. Thorough on-boarding and training program for our team.
3. On-going technical training on latest codes, interpretations, technology and construction methods and techniques.
Regular staff meetings to communicate policies, procedures and provide directions.
4. Regular feedback loop on staff performance.
5. Announced and un-announced audits of inspectors by our Chief of Inspections.
6. Regular feedback meetings with City’s Building Official and staff to obtain feedback and input on our staff’s performance.
7. Periodic calls to contractors to seek feedback on performance of our inspection staff.
8. Regular meetings with our inspectors to evaluate performance, offer critique and corrective actions if necessary.
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Exhibit B – Fee Schedule
FEE SCHEDULE
True North Compliance Services, Inc. is pleased to propose the following competitive fees for the services listed. Additional services not listed below may be negotiated.
Our pricing reflects our commitment to delivering the highest quality responsive and timely service to the City of Campbell. These include:
• Reduced plan review turnaround times.
• Ability to expedite plan review at the request of the City Building Official. o Expedited Plan Check will be charged at 1.5x the hourly rate, and completed in an agreed upon timeframe.
• Implementation of established electronic plan review processes. • Highly qualified staff compensated commensurately with their duties and responsibilities.
HOURLY RATES FOR ADDITIONAL SERVICES
Position Hourly Rate
Interim Certified Building Official $165.00
Plan Review Engineer $135.00
Senior Plan Review Engineer $150.00
Structural Engineer $145.00
Licensed Geotechnical Engineer/Engineering
Geologist
$145.00
Licensed Fire Protection Engineer $150.00
Certified Plans Examiner I $115.00
Certified Plans Examiner II $125.00
Building/Housing Inspector I $100.00
Building/Housing Inspector II $115.00
Senior Building/Housing Inspector $125.00
Code Enforcement Officer $105.00
Senior Code Enforcement Officer $130.00
CASp Plan Reviewer/Inspector $135.00
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Fire Plan Reviewer/Inspector I $115.00
Fire Plan Reviewer/Inspector II $130.00
Grading/Public Improvements Plan Review Engineer $140.00 Planner $145.00
Senior Planner $165.00
Principal Planner $180.00
Permit Technician I $80.00
Permit Technician II $90.00
Administrative Assistant $70.00
• Overtime for on-site staffing will be charged at 140% of the rates above. • Mileage for tasks related to requested scope such as inspections or site visits will be charged at the current IRS mileage rate measured from City Hall. • Inspections outside of the City’s business hours will be charged at 140% of rates above with a 3-hour minimum.
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CITY OF CAMPBELL
CONSULTANT SERVICES AGREEMENT
This Agreement is entered into at Campbell, California on the 1st day of July, 2026, by and between the CITY OF CAMPBELL (hereinafter referred to as "City") and Urban37, INC. (hereinafter referred to as "Consultant") (each is referred to individually as a “Party” and collectively, as the “Parties”).
WHEREAS, City desires to obtain consulting services for the purpose of construction plan review to determine code compliance against City adopted California Building Codes either in-part or in-entirety; WHEREAS, Consultant represents that it has the expertise, means, and ability to perform said such services and has currency with all applicable certifications, licenses, bonding, and insurance; NOW, THEREFORE, in consideration of each other’s mutual promises, Consultant and City agree as follows:
1. DUTIES OF CONSULTANT
1.1 Consultant agrees to perform services as set forth in Exhibit A - Scope of Services, attached hereto and incorporated herein by reference, and which shall be interpreted together and in harmony with this Agreement. In the event of any conflict between Exhibit A and this Agreement, this Agreement shall govern, control, and take precedence.
1.2 Consultant’s project manager will meet with the City’s project coordinator prior to commencement of the project to establish a clear understanding of the working relationships, authorities, trade standards, and management philosophy of City as it relates to this Agreement.
1.3 Consultant, working with the City, will gather available existing information concerning the project, and shall review documents as necessary for compliance with the project’s objectives.
1.4 In performance of this Agreement by Consultant, time will be of the essence. Completion deadlines will be so agreed and arranged in advance and in writing. Plan examination and estimated cost to provide shall include an expected normal first round examination time limit targeted at 10 working days, with follow up second reviews targeted at 5 working days from the date of document receival. A third round of plan check and any additional rounds or specifics or related shop drawing and/or revision review shall be billed on a Time and Materials base, at the agreed upon hourly rate set forth in Section 3, below. If a specific project is deemed by Consultant to be beyond normal where these performance limits cannot reasonably be met, Consultant must obtain City’s prior acceptance of the deviation or time extensions in writing.
1.5 Except as expressly stated in Section 1.4, Consultant shall not be responsible for delay caused by activities or factors beyond Consultant’s reasonable control, including delays in document submittals, product specification, or by reason of strikes, work slow-downs or stoppages, or acts of God.
Each party hereto shall give notice promptly to the other of the nature and extent of any Force Majeure claimed to delay, hinder or prevent performance of the services under this Agreement. Each Party will, however, make all reasonable efforts to remove or eliminate such a cause of delay or default and will, upon the cessation of the cause, diligently pursue performance of its obligations in this Agreement. In the event either party is prevented or delayed in the performance of its respective obligation by reason of such Force Majeure, there may be an equitable adjustment of the schedule and Consultant compensation based on City’s sole discretion.
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1.6 Consultant agrees to perform this Agreement in accordance with the highest degree of skill and expertise exercised by members of Consultant’s profession working on similar projects under similar circumstances.
1.7 Consultant shall perform in good faith with City in all aspects of the performance of this Agreement.
1.8 In the course of the performance of this Agreement, Consultant shall act in the City’s best interest as it relates to the project.
1.9 In the event, major discrepancies, omissions, or misrepresentations, are discovered during the activity of this Agreement, Consultant shall stop forward progress and notify the City’s project coordinator in a timely way. When resolved, forward progress shall commence.
1.10 All activities of Consultant, its employees, subcontractors, and/or agents will be carried out in compliance with all applicable federal, state, and local laws and regulations.
1.11 The designated project manager for Consultant shall be __________. Consultant’s project manager shall have all the necessary authority to direct technical and professional work within the scope of the Agreement and shall serve as the principal point of contact with the City and the City’s project coordinator. The authorized principal of Consultant executing this Agreement for the Consultant shall have authority to make decisions regarding changes in services, termination and other matters related to the performance of this agreement on behalf of Consultant.
1.12 The Consultant (and its employees, agents, representatives, and subconsultants), in the performance of this Agreement, shall act in an independent capacity and not as officers or employees or agents of the City. The City shall not direct the work and means for accomplishment of the services and work to be performed hereunder. The City, however, retains the right to require that work performed by Consultant meet specific standards consistent with the requirements of this Agreement without regard to the manner and means of accomplishment thereof. Subcontractors shall assume all rights, obligations, and liabilities, applicable to it as an independent contractor hereunder. Consultant represents and warrants that it (i) is fully experienced and properly qualified to perform the class of work and services provided for herein, (ii) has the financial capability and shall finance its own operations required for the performance of the work and services and (iii) is properly equipped and organized to perform the work and services in a competent, timely and proper manner in accordance with the requirements of this Agreement. Consultant agrees to comply with AB5, codified at Labor Code section 2750.3, and shall indemnify, defend and hold harmless the City, its officers, officials, directors, agents representatives, volunteers, and employees against any claim or liability, including attorneys’ fees and costs, arising in any manner related to this Agreement that an employee, agent or others under Consultant’s supervision or control was misclassified.
1.13 This Agreement contains provisions that permit mutually acceptable changes in the scope, character or complexity of the work if such changes become desirable or necessary as the work progresses. Adjustments to the basis of payment and to the time for performance of the work, if any, shall be established by a written contract amendment (approved and executed by the City) to accommodate the changes in work.
1.14 Consultant warrants that Consultant, its subcontractors, and/or agents (if any) has/have complied with any and all federal, state, and local licensing requirements and agrees to provide proof of such requirements at City’s request.
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2. DUTIES OF CITY
2.1 City shall furnish to Consultant all available and pertinent data and information requested by Consultant to facilitate the preparation of the documents called for in this Agreement. Consultant shall be entitled to reasonably rely on the accuracy and completeness of such information, provided that Consultant shall make any additional investigation reasonably necessary to confirm such information and provide City prompt written notice of any known or discovered defects in such data and information.
2.2 City shall provide contract administration services. City shall notify Consultant of required administrative procedures and shall name representatives, if any, authorized to act in its behalf.
2.3 City shall review documents submitted by Consultant and shall render decisions pertaining thereto as promptly as reasonably possible.
3. COMPENSATION
3.1 For the full performance of the services described herein by Consultant, City agrees to compensate Consultant for all services and direct costs associated with the performance of the Project in an amount not to exceed $500,000:
a. Once each month, Consultant shall submit for payment by City, an itemized invoice for services performed during the previous billing period. The invoice shall describe the services rendered and the title of the item of work and shall list labor hours by personnel classification. Said invoice shall be based on all labor and direct expense charges made for work performed on the Project. Labor charges shall be in accordance with the fee schedule found in Exhibit B of this Agreement. City shall pay Consultant for services rendered and approved by the City within 30 days from the date the itemized invoice is received by the City, subject to the maximum not to exceed amount specified above and the City’s right to object. b. Direct costs are those outside costs incurred on or directly for the project and substantiated with invoices for the charges. Direct expenses include printing, reproduction, and delivery charges.
3.2 If Consultant incurs other costs which are not specifically covered by the terms of this Agreement, but which are necessary for performance of Consultant’s duties, City may approve payment for said costs if authorized in writing by the City in advance.
3.3 City may order changes in the scope or character of services in writing, including increasing or decreasing the amount of Consultant’s services. In the event that the work is decreased, Consultant is entitled to full compensation for all services performed and expenses incurred prior to receipt of notice of change. Under no conditions shall Consultant make any changes to the work, either as additions or deductions, without the prior written order of the City. In the event that the City determines that a change to the work or services from that specified in this Agreement is required, the contract time and/or actual costs reimbursable by the City for the project may be adjusted by contract amendment or change order to accommodate the changed work. The maximum not to exceed total amount specified in this Article 3 (Compensation) shall not be exceeded, unless authorized by written contract amendment or change order, approved and executed by the City. Consultant shall obtain prior written approval for a revised fee schedule from the City before exceeding such fee schedule. Only City’s authorized representative(s) is authorized to approve changes to this Agreement on behalf of City.
3.4 In no event will the Consultant be reimbursed for any costs or expenses at any rates that exceed the rates for set forth in the fee schedule found in Exhibit B.
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3.5 Consultant agrees that the payments to Consultant specified in this Article 3 (Compensation) will constitute full and complete compensation for all obligations assumed by Consultant under this Agreement. Where conflicts regarding compensation may occur, the provisions of this section apply.
4. SUBCONSULTANTS
4.1 Consultant may not subcontract any services required under this Agreement without the prior written consent of the City.
4.2 Consultant shall be responsible to City for the performance of any and all subconsultants who perform work under this contract, and any acts of negligence or misconduct on their part. Consultant is solely responsible for all payments due to subconsultants.
4.3 Consultant shall require and verify that all subcontractors maintain insurance meeting all of the requirements stated herein, including naming the City of Campbell, its officers, officials, directors, agents, representatives, volunteers, and employees as additional insureds. Any modification to the insurance requirements for subcontractors must be agreed to by the City in writing.
4.4 If at any time, the City determines any subcontractor is incompetent or unqualified, Consultant will be notified and will be expected to immediately cancel the subcontract.
5. OWNERSHIP OF DOCUMENTS AND MATERIALS
All original drawings, documents, papers, data, materials, photographs, negatives and other work products prepared by the Consultant and/or its subconsultants in the performance of the services encompassed in this Agreement (whether in printed or electronic format) (“project-related documents and materials) shall be the property of the City and may be used on this project without the consent of the Consultant or its subcontractors. City acknowledges that such drawings, documents, and other items are instruments of professional services intended for use only on the subject project. Consultant agrees that all copyrights which arise from creation of the project-related documents and materials pursuant to this Agreement shall be vested in the City and waives and relinquishes all claims to copyright or other intellectual property rights in favor of the City. Any project-related documents and materials related to this Agreement shall be confidential, not to be used by the Consultant on other projects or disclosed to any third party, except by agreement in writing by the City, or except as otherwise provided herein. Upon the completion or termination of this Agreement for any reason, the City shall be entitled to receive, and Consultant shall promptly provide to the City upon request, all finished and unfinished project-related documents and materials, produced or gathered by or on behalf of Consultant, that are in Consultant’s possession, custody or control. Consultant may retain copies of said documents and materials for its files.
In the event of termination, any dispute regarding compensation or damages shall not hinder, prevent, or otherwise impact the City’s right to promptly receive and use such documents and materials which are the sole and exclusive property of the City.
Certain information received by Consultant from City may be considered confidential (“Confidential Information”). Confidential Information shall mean all non-public information or proprietary materials (in every form and media) disclosed or made available directly or indirectly through any means of communication, either verbally or in writing, to Consultant in connection with this Agreement. Unless otherwise required by law, Consultant shall not, without City’s written permission, use or disclose City documentation and/or Confidential Information other than in the performance of the obligations under this Agreement. As between Consultant and City, all City Confidential Information shall remain the property of the City. Consultant shall not acquire ownership interest in the City’s Confidential Information.
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Consultant shall be responsible for ensuring and maintaining the security and confidentiality of City’s Confidential Information, protect against any anticipated threats or hazards to the security or integrity of City Data and Confidential Information, protect against unauthorized access to or use of City Data and Confidential Information that could result in substantial harm or inconvenience to City or any end users; and ensure the proper return and/or disposal of City Data and Confidential Information upon termination of this Agreement with notice to the City.
Consultant shall take appropriate action to address any incident of unauthorized access to City’s Confidential Information, including addressing and/or remedying the issue that resulted in such unauthorized access, notifying City as soon as possible of any incident of unauthorized access to City Data and Confidential Information, or any other breach in Consultant’s security that materially affects City or end users; and be responsible for ensuring compliance by its officers, employees, agents, and subcontractors with the confidentiality provisions hereof. Should confidential and/or legally protected City Data be divulged to unauthorized third parties, Consultant shall comply with all applicable federal and state laws and regulations, including but not limited to California Civil Code sections 1798.29 and 1798.82 at Consultant’s sole expense. Consultant shall not charge City for any expenses associated with Consultant’s compliance with these obligations.
Consultant shall defend, indemnify and hold harmless City, its officials, officers, employees and agents against any claim, liability, loss, injury or damage (including attorneys’ fee and costs) arising out of, or in connection with, the unauthorized use, access, and/or disclosure of City’s Confidential Information by Consultant and/or its agents, employees or sub-contractors, excepting only loss, injury or damage caused by the sole negligence or willful misconduct of the City. This provision shall survive the termination or expiration of this Agreement.
6. TERMINATION
6.1 Notwithstanding any other provision of this Agreement, the City may terminate this Agreement at any time, with or without cause, in its sole discretion, by giving notice in writing to Consultant of such termination. In the event of such termination, Consultant shall have the right and obligation to immediately assemble the work then in progress for the purpose of completing the work and turning over all materials and documents to City.
6.2 In the event of such termination, Consultant shall be compensated for all work and services performed to the point of termination in accordance with the payment provisions set forth in Section 3.1, unless the termination is for cause, in which event Consultant need be compensated only to the extent required by law.
6.3 Upon notice of termination by City, the Consultant will immediately act to not incur any additional obligations, costs or expenses, except as may be reasonably necessary to terminate its activities. All finished or unfinished work or documents procured or produced under the Agreement will become property of the City upon the termination date. In the event of Consultant’s failure to perform pursuant to the Agreement, the City reserves the right to obtain services elsewhere and Consultant will be liable for the difference between the prices set forth in the terminated Agreement and the actual cost to the City. Termination of the Agreement pursuant to this paragraph shall not relieve the Consultant of any liability to City for additional costs, expenses, or damages sustained by City due to failure of the Consultant to perform pursuant to the Agreement. City may withhold any payments to Consultant for the purpose of set off until such time as the exact amount of damages due City from Consultant is determined. After the effective date of termination, Consultant will have no further claims against the City under the Agreement. No other compensation will be payable for anticipated profit on unperformed services.
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7. AUDIT AND INSPECTION
Consultant shall permit authorized representatives of City to inspect and audit all data and records relating to its performance under this Agreement for a period of three years following acceptance of the final study.
8. EQUAL EMPLOYMENT OPPORTUNITY
Consultant agrees to refrain from discriminatory employment practices on the basis of race, religious creed, color, sex, national origin, handicap, sexual orientation, marital status, medical condition, disability, ancestry, organized affiliation, military or veteran status, or any other consideration made unlawful by local, state or federal law, of any employee of or applicant for employment with, such Consultant or subcontractor. City requires Consultant to comply with all applicable federal, state, and local equal employment opportunity laws and regulations.
9. INSURANCE AND INDEMNIFICATION
9.1 With respect to any design professional services provided by Consultant, the Consultant agrees to indemnify, and hold harmless the City, its officers, and employees to the fullest extent allowed by law from any and all claims, actions, causes of action, damages, liabilities and losses, that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, except for any claims, actions, causes of action, losses, damages or liabilities proximately caused by the sole negligence or willful misconduct of City. City shall not be liable for acts of Consultant in performing services described herein. Notwithstanding anything in this paragraph to the contrary, any defense costs charged to the design professional under this paragraph shall not exceed the design professional’s proportionate percentage of fault, except:
a. That in the event one or more defendants is unable to pay its share of defense costs due to bankruptcy or dissolution of the business, the design professional shall meet and confer with the other parties regarding unpaid defense costs in good faith effort to agree on the allocation of those costs amongst the parties; and
b. Where a project-specific general liability policy insures all project participants for general liability exposures on a primary basis and also covers all design professionals for their legal liability arising out of their professional services on a primary basis, then there shall be no limitation on the design professional's duty to provide a defense and cover the City's cost of defense.
With respect to all matters other than those covered by the foregoing paragraph, Consultant agrees to indemnify, defend (with counsel reasonably satisfactory to the City) and hold harmless the City, its officers, officials, directors, agents, representatives, volunteers, and employees to the fullest extent allowed by law from and against any and all claims, actions, causes of action, losses, damages, liabilities and costs of every nature, including attorneys’ fees and costs (collectively “Losses”), including but not limited to all claims, actions, causes of action, losses, damages, liabilities for property damage, bodily injury, or death, and all costs of defending any claim, caused by or arising out of, or alleged to have been caused by or arise out of, in whole or in part, Consultant’s performance under this Agreement, except for any claims, actions, causes of action, losses, damages, costs or liabilities proximately caused by the sole negligence or willful misconduct of City. City shall not be liable for acts of Consultant in performing services described herein.
In no event shall this section be construed to require indemnification by the Consultant to a greater extent than permitted under the public policy of the State of California; and in the event that this contract is Item 9.4
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subject to California Civil Code section 2782(b), the foregoing indemnity provisions shall not apply to any liability for the active negligence of the City.
The defense and indemnity provisions obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by the insurance obligations contained in this Agreement. The foregoing indemnity provisions are intended to fully allocate the parties’ risk of liability to third-parties; and there shall be no rights to indemnity or contribution, in law or equity or otherwise between the parties that are not set forth in this section. Consultant waives all rights to subrogation for any matters covered by the provisions of this section. Consultant’s responsibility for such defense and indemnity obligations as set forth in this section shall survive the termination or completion of this Agreement for the full period of time allowed by law.
9.2 Consultant shall maintain insurance conforming to the following specifications to the fullest amount allowed by law for a minimum of 3 years following the termination or completion of this Agreement. The City will be issued a Certificate of Insurance (a Memorandum of Understanding will not be accepted) with the following minimum requirements:
• Certificate(s) will show current policy number(s) and effective dates; • Coverage and policy limits will meet, or exceed, requirements below; • The Certificate Holder will be City of Campbell, Risk Manager, 70 North First Street, Campbell, CA 95008;
• Certificate will be signed by an authorized representative; • An endorsement, if required below, will be provided to show the City, its officers, officials, employees, and volunteers as additional insureds; and
• Coverages must be maintained during the term of the Agreement with the City, unless a longer duration is required.
A. Required Types of Coverage. Consultant acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amount of coverage required. If Consultant maintains broader insurance coverage and/or higher limits than the minimums shown below, the City requires and shall be entitled to the broader insurance coverage and/or higher limits maintained by Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.
The policies shall afford the following types of coverage:
1. Commercial General Liability; Ins Services Office (ISO) CGL Form 00 01 11 85
2. Automotive for all automobiles leased, hired, controlled, or owned (if any) by the consultant;
3. Workers’ Compensation and Employer Liability
4. Professional Liability and/or Errors and Omissions
B. Minimum Limits of Insurance
Consultant shall maintain limits no less than:
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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.
3. Workers’ Compensation and Employer's Liability: Workers’ Compensation limits as required by the Labor Code of the State of California and Employer's Liability limits of $1,000,000 per accident. The Workers’ Compensation policy must be endorsed with a waiver of subrogation in favor of the City for all work performed by the Consultant and its employees. (Not required if Consultant provides written verification it has no employees).
4. Professional Liability and/or Errors and Omissions: $1,000,000 per claim and $2,000,000 in the annual aggregate.
The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City (as agreed to in this Agreement) before the City’s own insurance or selfinsurance shall be called upon to protect it as a named insured.
C. Deductible and Self-Insured Retention
Any deductibles or self-insured retention must be declared to and approved by the City, and shall not reduce the limits of liability. At the option of the City, either: the insurer shall reduce or eliminate such deductibles or self-insured retention as respects the City, its agents, officers, attorneys, employees, officials and volunteers; or the Consultant shall procure a bond guaranteeing payment of losses related to investigations, claim administration, and defense expenses. Policies containing any self-insured retention provision shall provide or be endorsed to provide that the self-insured retention may be satisfied by either the named insured or the City.
D. Other Insurance Provisions
The policies are to contain, or be endorsed to contain, the following provisions:
1. General Liability and Automobile Liability Coverage:
a. The City, its agents, officers, attorneys, employees, officials and volunteers are to be covered as additional insureds as respects: liability arising out of this Agreement 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. It is a requirement of this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits set forth in this Agreement shall be available to the City as an additional insured. Furthermore, the requirements for coverage and limits shall be (1) the minimum coverage limits specified in this Agreement, or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured, whichever is affords greater coverage.
b. The Consultant's insurance coverage shall be primary insurance as respects the City, its agents, officers, attorneys, employees, officials and volunteers. Any insurance or self-insurance maintained by the City, its agents, officers, attorneys, employees, officials and volunteers shall be excess of the Consultant's insurance and shall Item 9.4
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not contribute with it.
c. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its agents, officers, attorneys, employees, officials, and volunteers.
d. The Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought with respect to the limits of the insurer's liability.
2. Workers’ Compensation and Employer’s Liability Coverage: The insurer shall agree to waive all rights of subrogation against the City, its agents, officers, attorneys, employees, officials, and volunteers for losses arising from work performed by the Consultant for the City.
3. All Coverages: Any unintentional failure to comply with reporting provisions of the policies shall not affect coverage provided to the City; and unless otherwise approved by the City, each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled by either party, except after thirty (30) days prior written notice by regular mail has been given to the City, or ten (10) days for cancellation for non-payment of premium.
E. Suspension or Cancellation or Renewal.If any of the coverages required by this Agreement should be suspended, voided, cancelled or reduced in coverage during the term of this Agreement, Consultant shall immediately notify City and replace such coverage with another policy meeting the requirements of this Agreement. This contract shall be capped at the sum of $50,000 but may be renewed upon joint agreement as evidenced by renewed signature and date.
F. Subcontractors. Consultant agrees that any and all contracts with subcontractors for performance of any matter under this Agreement shall require the subcontractors to comply with the same indemnity and insurance requirements set forth in this Agreement to the extent that they apply to the scope of the subcontractors’ work. Subcontractors are to be bound to contractor and to City in the same manner and to the same extent as the Consultant is bound to City under this Agreement. Subcontractors shall further agree to include these same provisions with any sub-subcontractor. A copy of this Agreement will be furnished to the subcontractor on request. The Consultant shall require all subcontractors to provide a valid certificate of insurance and the required endorsements included in the Agreement prior to commencing any work, and will provide proof of compliance to the City.
G. Acceptability of Insurers. Without limiting Consultant's indemnification provided hereunder, the policies of insurance listed in Article 9.2 of this Agreement are to be issued by an issuer with a current A.M. Best Rating of A:V and who is authorized to transact business in the State of California, unless otherwise approved by the City.
H. Verification of Coverage. Consultant shall furnish the City with endorsements and certificates of insurance evidencing coverage required by this clause. The certificates for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The certificates are to be on forms acceptable to the City. Where required by statue, forms approved by the Insurance Commissioner are to be submitted. All certificates are to be received and approved by the City before work commences.
I. Special Risks/Circumstances. City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances and provide notice to Consultant.
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10. MISCELLANEOUS
10.1 This Agreement shall be binding on the heirs, executors, assigns and successors of Consultant.
10.2 Neither party may assign or alter this Agreement, or any portion hereof, without the prior written consent of the other.
10.3 This Agreement shall not be construed to alter, affect, or waive any lien or stop notice rights, which Consultant may have for the performance of services pursuant to this Agreement.
10.4 Neither party’s waiver of any term, condition or covenant, or breach of any term, condition or covenant shall be construed as the waiver of any other term, condition or covenant or waiver of the breach of any other term, condition or covenant.
10.5 This Agreement contains the entire Agreement between City and Consultant relating to the project and the provision of services to the project. Any prior agreements, promises, negotiations, or representations not expressly set forth in this Agreement are of no force or effect. Subsequent modifications to this Agreement shall be in writing and signed by both City and Consultant.
10.6 If any term, condition or covenant of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions of this Agreement shall be valid and binding on City and Consultant.
10.7 This Agreement shall be governed in accordance with the laws of the State of California.
10.8 This Agreement may be executed in counterparts which shall, in the aggregate, be deemed an original but all of which, together, shall constitute one and the same instrument. A scanned, electronic, facsimile or other copy of a party’s signature shall be accepted and valid as an original.
10.9 Changes or amendments to this Agreement must be in writing and approved by all parties.
10.10 The initial contract term shall commence upon execution of the contract by the City and shall be for a three (3) year period, unless terminated sooner in accordance with the contract. The City of Campbell, through City Council approval, may elect to extend the contract period. Consultant will be provided written notice not less than thirty (30) days prior to expiration of the original or extended term.
10.11 The term of this Agreement shall commence upon execution of the Agreement and terminate upon proper notice from either party, pursuant to Section 6. Any extension of the Agreement shall be mutually agreed upon in writing and shall require an amendment to the Agreement signed by both parties.
10.12 Consultant owes the City a duty of undivided loyalty in performing the work and services under this Agreement, including, but not limited to, the obligation to refrain from having economic interests and/or participating in activities that conflict with the City’s interests in respect to the work and/or services and project. The Consultant shall list current clients who may have a financial interest in the outcome of this Agreement. The Consultant hereby certifies that it does not now have, nor shall it acquire any financial or business interest that would conflict with the performance of services under this agreement. Consultant shall not make or participate in making or in any way attempt to use Consultant’s position to influence a governmental decision in which Consultant knows or has reason to know Consultant has a direct or indirect financial interest other than the compensation promised by this Agreement. Consultant will immediately advise the City if Consultant learns of a financial interest of Item 9.4
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Consultant's during the term of this Agreement.
10.13 City is a public agency subject to the disclosure requirements of the California Public Records Act (“CPRA”). If Consultant’s proprietary information is contained in documents or information submitted to City, and Consultant claims that such information falls within one or more CPRA exemptions, Consultant must clearly mark such information “Confidential and Proprietary,” and identify the specific lines containing the information. In the event of a request for such information, City will make best efforts to provide notice to Consultant prior to such disclosure. If Consultant contends that any documents are exempt from the CPRA and wishes to prevent disclosure, it is required to obtain a protective order, injunctive relief or other appropriate remedy from a court of law in Santa Clara County before the City is required to respond to the CPRA request. If Consultant fails to obtain such remedy within the time the City is required to respond to the CPRA request, City may disclose the requested information without any liability to Consultant. Consultant further agrees that it shall defend, indemnify and hold City harmless against any claim, action or litigation (including but not limited to all judgments, costs, and attorney’s fees) that may result from denial by City of a CPRA request for information arising from any representation, or any action (or inaction), by the Consultant.
10.14 Neither party hereto shall be considered in default in the performance of its obligation hereunder to the extent that the performance of any such obligation is prevented or delayed by an act of God, natural disaster, pandemic, acts of terrorism, war, or other peril, which is beyond the reasonable control of the affected party and without the negligence of the respective Parties. Each party hereto shall give notice promptly to the other of the nature and extent of any Force Majeure claimed to delay, hinder or prevent performance of the services under this Agreement. Each Party will, however, make all reasonable efforts to remove or eliminate such a cause of delay or default and will, upon the cessation of the cause, diligently pursue performance of its obligations in this Agreement. In the event either party is prevented or delayed in the performance of its respective obligation by reason of such Force Majeure, there may be an equitable adjustment of the schedule and Consultant compensation based on City’s sole discretion.
10.15 Except as City may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever.
10.16 Consultant warrants that Consultant, its subcontractors and/or agents (if any) has/have complied with any and all federal, state, and local licensing requirements
10.17 Each party acknowledges that it has reviewed this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement.
10.18 The signatories to this Agreement warrant and represent that each is authorized to execute this Agreement and that their respective signatures serve to legally obligate their respective representatives, agents, successors and assigns to comply with the provisions of this Agreement.
10.19 This Agreement is entered into, and to be performed in Santa Clara County, California, and any action arising out of or related to this Agreement shall be maintained in a court of appropriate jurisdiction in Santa Clara County, California.
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11. NOTICES
Notices required under this Agreement may be delivered by first class mail addressed to the appropriate party at one of the following addresses:
CITY: City of Campbell
Attention: Rob Eastwood
70 North First Street,
Campbell, CA 95008
CONSULTANT: Urban37, Inc.
Attention: XXXXXX
20212 Redwood Road #103C
Castro Valley, CA 94546
[Signatures on the following page]
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Having read and understood the foregoing Agreement, the undersigned parties agree to be bound hereby:
CONSULTANT CITY OF CAMPBELL
Urban37, Inc.
By: By: Brian Loventhal
Title: Title: City Manager
Date: Date:
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Exhibit A - Scope of Services
Plan Review Services
Urban37 provides comprehensive multi-discipline plan review services across architectural, structural, mechanical, electrical, plumbing, energy compliance, CalGreen, accessibility, and related code requirements. All reviews are performed in full alignment with the California Building Standards Code, applicable state regulations, and the City of Campbell’s Municipal Code.
Although plan review services are performed remotely, our service model ensures that reviewers remain accessible and responsive to City staff. Our goal is to provide dependable and consistent support so that both City staff and applicants receive predictable outcomes throughout the review process.
Structured Plan Review Process
Upon receipt of plan review assignments from the City:
• Projects are logged and assigned to qualified discipline-specific reviewers. • Reviewers are matched to project type, including single-family residential, multi-family residential, tenant improvements, and commercial or industrial developments.
• Complex or large-scale projects receive senior-level technical oversight. • Review comments across disciplines are consolidated prior to issuance to ensure clarity and consistency.
Each correction letter includes clearly cited code references and organized comments to assist applicants in efficiently addressing required corrections.
Quality Control and Technical Oversight
Quality assurance is a central component of Urban37’s plan review process. Each review undergoes a structured multi-level quality control process that includes:
1. Primary Review conducted by the assigned plans examiner or engineer.
2. Senior Technical Oversight for structural, complex, or specialized projects.
3. Final Consistency Review performed prior to issuance to ensure comments are coordinated, clear, and technically accurate.
This layered approach ensures technical accuracy, reduces conflicting comments, and maintains consistency across all correction letters.
Minimizing Review Cycles
Urban37 understands the importance of reducing extended review cycles and helping projects progress efficiently.
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To support this objective, we:
• Provide comprehensive first-cycle reviews that identify all major issues early. • Consolidate comments across disciplines to avoid fragmented feedback. • Provide clear correction letters with specific code citations. • Remain available to clarify review comments when needed.
Our objective is to support efficient resubmittals and timely approvals whenever feasible.
Building Inspection Services
Urban37 provides comprehensive building inspection services to ensure that construction complies with approved plans, adopted codes, and applicable safety standards.
Inspection Operations and Field Coordination
Urban37 inspectors:
• Perform inspections in accordance with approved plans and applicable code requirements.
• Issue correction notices with clear code references when deficiencies are identified. • Upload photographs and inspection documentation as required. • Communicate clearly with contractors and project teams in the field. • Coordinate closely with City staff regarding inspection outcomes.
Inspectors represent the City professionally in the field and ensure that construction activities remain aligned with approved construction documents.
Urban37 inspectors will also utilize the City’s inspection management system for scheduling inspections, entering results, and maintaining inspection documentation in accordance with City procedures.
Responsive and Scalable Coverage
Development activity can fluctuate, and the City’s workload may vary depending on project activity. Urban37 maintains a deep bench of certified plans examiners and inspectors across multiple disciplines, allowing us to scale resources quickly when needed.
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Exhibit B – Fee Schedule
Plan Review
The amounts below include 1 initial review and 2 rechecks. Revisions and deferred submittals will be invoiced hourly.
● 60% - Full Review (excludes Fire and Civil)
● 40% - Structural Only
● 35% - Non-Structural Review
Expedited Plan Review Timeline: Expedited Reviews are invoiced at 1.5x the plan reviews fee. Extended timelines may be requested for larger projects.
HOURLY RATES BY DIVISION/SPECIALTY
All hourly rates listed below are fully negotiable based on scope, duration, and level of engagement. Our goal is to remain flexible and work collaboratively with the City to find a structure that fits both operational needs and budget.
Building Services
Position Hourly Rate
Building Official/CBO $170
Assistant Building Official $150
Building Inspector I $105
Building Inspector II $116
Building Inspector III $135
Inspector of Record $160
Plans Examiner (Structural) $165
Plans Examiner (Non-Structural) $149
Certified Access Specialist (CASp) $170
Permit Center Manager $130
Senior Permit Technician $110
Permit Technician $100
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Additional Services
Position Hourly Rate
Project Manager $220
Administrative Support $90
Analyst $135
Director $190
Additional Information
● Customization: All services can be customized based on the specific needs and requirements of each municipality. Rates may vary accordingly. ● Travel and Expenses: Any travel or additional expenses incurred during the provision of services will be billed separately with prior client approval. ● All plan review services will be subject to a $300.00 minimum fee if percentagebased fee or two (2) hour minimum charge if hourly rates apply. ● For any work performed onsite for the jurisdiction, Urban37, Inc. will be reimbursed for mileage. The reimbursement rate will be calculated based on the current government mileage rate plus an additional 20%. The government mileage rate will be determined according to the applicable rate published by the IRS at the time the travel expenses are incurred.
● Staff Augmentation work is subject to a 4-hour minimum. ● The fee schedule for Urban37 is effective from July 1, 2026, through June 30, 2027.
Please note that the fee schedule is subject to an annual adjustment based on the cost of living increase plus 1%. The adjustment will be applied each year to ensure our services remain competitive and reflective of current economic conditions.
Invoicing:
● Invoicing for services will occur on a monthly basis. Our company will issue invoices at the end of each month, detailing the hours worked, including any approved overtime amount per California state law, and the corresponding charges. Payment terms and methods will be outlined in the invoice.
○ Overtime will only be billed with prior authorization of the Director or other responsible designated City personnel.
● Clients are responsible for timely payment of invoices. In the event that any balance remains outstanding, the client will be responsible for any legal fees and costs associated with the collection of the outstanding balance.
Payment & Contract Terms:
● Payment is due upon receipt of the invoice. A 1.5% interest charge will be applied to any payments that are overdue by more than 30 days.
● The client is responsible for any attorneys' fees or other costs associated with collecting overdue amounts. Additionally, the client agrees that Urban37’s liability will be limited to the value of the services provided.
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CITY OF CAMPBELL
CONSULTANT SERVICES AGREEMENT
This Agreement is entered into at Campbell, California on the 1st day of June, 2026, by and between the City od Campbell (hereinafter referred to as "City") and West Coast Code Consulting (WC3) INC. (hereinafter referred to as "Consultant") (each is referred to individually as a “Party” and collectively, as the “Parties”).
WHEREAS, City desires to obtain consulting services for the purpose of construction plan review to determine code compliance against City adopted California Building Codes either in-part or in-entirety; WHEREAS, Consultant represents that it has the expertise, means, and ability to perform said such services and has currency with all applicable certifications, licenses, bonding, and insurance; NOW, THEREFORE, in consideration of each other’s mutual promises, Consultant and City agree as follows:
1. DUTIES OF CONSULTANT
1.1 Consultant agrees to perform services as set forth in Exhibit A - Scope of Services, attached hereto and incorporated herein by reference, and which shall be interpreted together and in harmony with this Agreement. In the event of any conflict between Exhibit A and this Agreement, this Agreement shall govern, control, and take precedence.
1.2 Consultant’s project manager will meet with the City’s project coordinator prior to commencement of the project to establish a clear understanding of the working relationships, authorities, trade standards, and management philosophy of City as it relates to this Agreement.
1.3 Consultant, working with the City, will gather available existing information concerning the project, and shall review documents as necessary for compliance with the project’s objectives.
1.4 In performance of this Agreement by Consultant, time will be of the essence. Completion deadlines will be so agreed and arranged in advance and in writing. Plan examination and estimated cost to provide shall include an expected normal first round examination time limit targeted at 10 working days, with follow up second reviews targeted at 5 working days from the date of document receival. A third round of plan check and any additional rounds or specifics or related shop drawing and/or revision review shall be billed on a Time and Materials base, at the agreed upon hourly rate set forth in Section 3, below. If a specific project is deemed by Consultant to be beyond normal where these performance limits cannot reasonably be met, Consultant must obtain City’s prior acceptance of the deviation or time extensions in writing.
1.5 Except as expressly stated in Section 1.4, Consultant shall not be responsible for delay caused by activities or factors beyond Consultant’s reasonable control, including delays in document submittals, product specification, or by reason of strikes, work slow-downs or stoppages, or acts of God.
Each party hereto shall give notice promptly to the other of the nature and extent of any Force Majeure claimed to delay, hinder or prevent performance of the services under this Agreement. Each Party will, however, make all reasonable efforts to remove or eliminate such a cause of delay or default and will, upon the cessation of the cause, diligently pursue performance of its obligations in this Agreement. In the event either party is prevented or delayed in the performance of its respective obligation by reason of such Force Majeure, there may be an equitable adjustment of the schedule and Consultant compensation based on City’s sole discretion.
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1.6 Consultant agrees to perform this Agreement in accordance with the highest degree of skill and expertise exercised by members of Consultant’s profession working on similar projects under similar circumstances.
1.7 Consultant shall perform in good faith with City in all aspects of the performance of this Agreement.
1.8 In the course of the performance of this Agreement, Consultant shall act in the City’s best interest as it relates to the project.
1.9 In the event, major discrepancies, omissions, or misrepresentations, are discovered during the activity of this Agreement, Consultant shall stop forward progress and notify the City’s project coordinator in a timely way. When resolved, forward progress shall commence.
1.10 All activities of Consultant, its employees, subcontractors, and/or agents will be carried out in compliance with all applicable federal, state, and local laws and regulations.
1.11 The designated project manager for Consultant shall be _________. Consultant’s project manager shall have all the necessary authority to direct technical and professional work within the scope of the Agreement and shall serve as the principal point of contact with the City and the City’s project coordinator. The authorized principal of Consultant executing this Agreement for the Consultant shall have authority to make decisions regarding changes in services, termination and other matters related to the performance of this agreement on behalf of Consultant.
1.12 The Consultant (and its employees, agents, representatives, and subconsultants), in the performance of this Agreement, shall act in an independent capacity and not as officers or employees or agents of the City. The City shall not direct the work and means for accomplishment of the services and work to be performed hereunder. The City, however, retains the right to require that work performed by Consultant meet specific standards consistent with the requirements of this Agreement without regard to the manner and means of accomplishment thereof. Subcontractors shall assume all rights, obligations, and liabilities, applicable to it as an independent contractor hereunder. Consultant represents and warrants that it (i) is fully experienced and properly qualified to perform the class of work and services provided for herein, (ii) has the financial capability and shall finance its own operations required for the performance of the work and services and (iii) is properly equipped and organized to perform the work and services in a competent, timely and proper manner in accordance with the requirements of this Agreement. Consultant agrees to comply with AB5, codified at Labor Code section 2750.3, and shall indemnify, defend and hold harmless the City, its officers, officials, directors, agents representatives, volunteers, and employees against any claim or liability, including attorneys’ fees and costs, arising in any manner related to this Agreement that an employee, agent or others under Consultant’s supervision or control was misclassified.
1.13 This Agreement contains provisions that permit mutually acceptable changes in the scope, character or complexity of the work if such changes become desirable or necessary as the work progresses.
Adjustments to the basis of payment and to the time for performance of the work, if any, shall be established by a written contract amendment (approved and executed by the City) to accommodate the changes in work.
1.14 Consultant warrants that Consultant, its subcontractors, and/or agents (if any) has/have complied with any and all federal, state, and local licensing requirements and agrees to provide proof of such requirements at City’s request.
2. DUTIES OF CITY
2.1 City shall furnish to Consultant all available and pertinent data and information requested Item 9.4
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by Consultant to facilitate the preparation of the documents called for in this Agreement. Consultant shall be entitled to reasonably rely on the accuracy and completeness of such information, provided that Consultant shall make any additional investigation reasonably necessary to confirm such information and provide City prompt written notice of any known or discovered defects in such data and information.
2.2 City shall provide contract administration services. City shall notify Consultant of required administrative procedures and shall name representatives, if any, authorized to act in its behalf.
2.3 City shall review documents submitted by Consultant and shall render decisions pertaining thereto as promptly as reasonably possible.
3. COMPENSATION
3.1 For the full performance of the services described herein by Consultant, City agrees to compensate Consultant for all services and direct costs associated with the performance of the Project in an amount not to exceed $500,000:
a. Once each month, Consultant shall submit for payment by City, an itemized invoice for services performed during the previous billing period. The invoice shall describe the services rendered and the title of the item of work and shall list labor hours by personnel classification. Said invoice shall be based on all labor and direct expense charges made for work performed on the Project. Labor charges shall be in accordance with the fee schedule found in Exhibit A of this Agreement. City shall pay Consultant for services rendered and approved by the City within 30 days from the date the itemized invoice is received by the City, subject to the maximum not to exceed amount specified above and the City’s right to object. b. Direct costs are those outside costs incurred on or directly for the project and substantiated with invoices for the charges. Direct expenses include printing, reproduction, and delivery charges.
3.2 If Consultant incurs other costs which are not specifically covered by the terms of this Agreement, but which are necessary for performance of Consultant’s duties, City may approve payment for said costs if authorized in writing by the City in advance.
3.3 City may order changes in the scope or character of services in writing, including increasing or decreasing the amount of Consultant’s services. In the event that the work is decreased, Consultant is entitled to full compensation for all services performed and expenses incurred prior to receipt of notice of change. Under no conditions shall Consultant make any changes to the work, either as additions or deductions, without the prior written order of the City. In the event that the City determines that a change to the work or services from that specified in this Agreement is required, the contract time and/or actual costs reimbursable by the City for the project may be adjusted by contract amendment or change order to accommodate the changed work. The maximum not to exceed total amount specified in this Article 3 (Compensation) shall not be exceeded, unless authorized by written contract amendment or change order, approved and executed by the City. Consultant shall obtain prior written approval for a revised fee schedule from the City before exceeding such fee schedule. Only City’s authorized representative(s) is authorized to approve changes to this Agreement on behalf of City.
3.4 In no event will the Consultant be reimbursed for any costs or expenses at any rates that exceed the rates for set forth in the fee schedule found in Exhibit B.
3.5 Consultant agrees that the payments to Consultant specified in this Article 3 (Compensation) will constitute full and complete compensation for all obligations assumed by Consultant under this Agreement. Where conflicts regarding compensation may occur, the provisions of this section apply.
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4. SUBCONSULTANTS
4.1 Consultant may not subcontract any services required under this Agreement without the prior written consent of the City.
4.2 Consultant shall be responsible to City for the performance of any and all subconsultants who perform work under this contract, and any acts of negligence or misconduct on their part. Consultant is solely responsible for all payments due to subconsultants.
4.3 Consultant shall require and verify that all subcontractors maintain insurance meeting all of the requirements stated herein, including naming the City of Campbell, its officers, officials, directors, agents, representatives, volunteers, and employees as additional insureds. Any modification to the insurance requirements for subcontractors must be agreed to by the City in writing.
4.4 If at any time, the City determines any subcontractor is incompetent or unqualified, Consultant will be notified and will be expected to immediately cancel the subcontract.
5. OWNERSHIP OF DOCUMENTS AND MATERIALS
All original drawings, documents, papers, data, materials, photographs, negatives and other work products prepared by the Consultant and/or its subconsultants in the performance of the services encompassed in this Agreement (whether in printed or electronic format) (“project-related documents and materials) shall be the property of the City and may be used on this project without the consent of the Consultant or its subcontractors. City acknowledges that such drawings, documents, and other items are instruments of professional services intended for use only on the subject project. Consultant agrees that all copyrights which arise from creation of the project-related documents and materials pursuant to this Agreement shall be vested in the City and waives and relinquishes all claims to copyright or other intellectual property rights in favor of the City. Any project-related documents and materials related to this Agreement shall be confidential, not to be used by the Consultant on other projects or disclosed to any third party, except by agreement in writing by the City, or except as otherwise provided herein. Upon the completion or termination of this Agreement for any reason, the City shall be entitled to receive, and Consultant shall promptly provide to the City upon request, all finished and unfinished project-related documents and materials, produced or gathered by or on behalf of Consultant, that are in Consultant’s possession, custody or control. Consultant may retain copies of said documents and materials for its files.
In the event of termination, any dispute regarding compensation or damages shall not hinder, prevent, or otherwise impact the City’s right to promptly receive and use such documents and materials which are the sole and exclusive property of the City.
Certain information received by Consultant from City may be considered confidential (“Confidential Information”). Confidential Information shall mean all non-public information or proprietary materials (in every form and media) disclosed or made available directly or indirectly through any means of communication, either verbally or in writing, to Consultant in connection with this Agreement. Unless otherwise required by law, Consultant shall not, without City’s written permission, use or disclose City documentation and/or Confidential Information other than in the performance of the obligations under this Agreement. As between Consultant and City, all City Confidential Information shall remain the property of the City. Consultant shall not acquire ownership interest in the City’s Confidential Information.
Consultant shall be responsible for ensuring and maintaining the security and confidentiality of City’s Confidential Information, protect against any anticipated threats or hazards to the security or integrity of City Data and Confidential Information, protect against unauthorized access to or use of City Data and Confidential Information that could result in substantial harm or inconvenience to City or any end users; and ensure the proper return and/or disposal of City Data and Confidential Information upon termination Item 9.4
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of this Agreement with notice to the City.
Consultant shall take appropriate action to address any incident of unauthorized access to City’s Confidential Information, including addressing and/or remedying the issue that resulted in such unauthorized access, notifying City as soon as possible of any incident of unauthorized access to City Data and Confidential Information, or any other breach in Consultant’s security that materially affects City or end users; and be responsible for ensuring compliance by its officers, employees, agents, and subcontractors with the confidentiality provisions hereof. Should confidential and/or legally protected City Data be divulged to unauthorized third parties, Consultant shall comply with all applicable federal and state laws and regulations, including but not limited to California Civil Code sections 1798.29 and 1798.82 at Consultant’s sole expense. Consultant shall not charge City for any expenses associated with Consultant’s compliance with these obligations.
Consultant shall defend, indemnify and hold harmless City, its officials, officers, employees and agents against any claim, liability, loss, injury or damage (including attorneys’ fee and costs) arising out of, or in connection with, the unauthorized use, access, and/or disclosure of City’s Confidential Information by Consultant and/or its agents, employees or sub-contractors, excepting only loss, injury or damage caused by the sole negligence or willful misconduct of the City. This provision shall survive the termination or expiration of this Agreement.
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6. TERMINATION
6.1 Notwithstanding any other provision of this Agreement, the City may terminate this Agreement at any time, with or without cause, in its sole discretion, by giving notice in writing to Consultant of such termination. In the event of such termination, Consultant shall have the right and obligation to immediately assemble the work then in progress for the purpose of completing the work and turning over all materials and documents to City.
6.2 In the event of such termination, Consultant shall be compensated for all work and services performed to the point of termination in accordance with the payment provisions set forth in Section 3.1, unless the termination is for cause, in which event Consultant need be compensated only to the extent required by law.
6.3 Upon notice of termination by City, the Consultant will immediately act to not incur any additional obligations, costs or expenses, except as may be reasonably necessary to terminate its activities.
All finished or unfinished work or documents procured or produced under the Agreement will become property of the City upon the termination date. In the event of Consultant’s failure to perform pursuant to the Agreement, the City reserves the right to obtain services elsewhere and Consultant will be liable for the difference between the prices set forth in the terminated Agreement and the actual cost to the City.
Termination of the Agreement pursuant to this paragraph shall not relieve the Consultant of any liability to City for additional costs, expenses, or damages sustained by City due to failure of the Consultant to perform pursuant to the Agreement. City may withhold any payments to Consultant for the purpose of set off until such time as the exact amount of damages due City from Consultant is determined. After the effective date of termination, Consultant will have no further claims against the City under the Agreement. No other compensation will be payable for anticipated profit on unperformed services.
7. AUDIT AND INSPECTION
Consultant shall permit authorized representatives of City to inspect and audit all data and records relating to its performance under this Agreement for a period of three years following acceptance of the final study.
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8. EQUAL EMPLOYMENT OPPORTUNITY
Consultant agrees to refrain from discriminatory employment practices on the basis of race, religious creed, color, sex, national origin, handicap, sexual orientation, marital status, medical condition, disability, ancestry, organized affiliation, military or veteran status, or any other consideration made unlawful by local, state or federal law, of any employee of or applicant for employment with, such Consultant or subcontractor. City requires Consultant to comply with all applicable federal, state, and local equal employment opportunity laws and regulations.
9. INSURANCE AND INDEMNIFICATION
9.1 With respect to any design professional services provided by Consultant, the Consultant agrees to indemnify, and hold harmless the City, its officers, and employees to the fullest extent allowed by law from any and all claims, actions, causes of action, damages, liabilities and losses, that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, except for any claims, actions, causes of action, losses, damages or liabilities proximately caused by the sole negligence or willful misconduct of City. City shall not be liable for acts of Consultant in performing services described herein. Notwithstanding anything in this paragraph to the contrary, any defense costs charged to the design professional under this paragraph shall not exceed the design professional’s proportionate percentage of fault, except:
a. That in the event one or more defendants is unable to pay its share of defense costs due to bankruptcy or dissolution of the business, the design professional shall meet and confer with the other parties regarding unpaid defense costs in good faith effort to agree on the allocation of those costs amongst the parties; and b. Where a project-specific general liability policy insures all project participants for general liability exposures on a primary basis and also covers all design professionals for their legal liability arising out of their professional services on a primary basis, then there shall be no limitation on the design professional's duty to provide a defense and cover the City's cost of defense.
With respect to all matters other than those covered by the foregoing paragraph, Consultant agrees to indemnify, defend (with counsel reasonably satisfactory to the City) and hold harmless the City, its officers, officials, directors, agents, representatives, volunteers, and employees to the fullest extent allowed by law from and against any and all claims, actions, causes of action, losses, damages, liabilities and costs of every nature, including attorneys’ fees and costs (collectively “Losses”), including but not limited to all claims, actions, causes of action, losses, damages, liabilities for property damage, bodily injury, or death, and all costs of defending any claim, caused by or arising out of, or alleged to have been caused by or arise out of, in whole or in part, Consultant’s performance under this Agreement, except for any claims, actions, causes of action, losses, damages, costs or liabilities proximately caused by the sole negligence or willful misconduct of City. City shall not be liable for acts of Consultant in performing services described herein.
In no event shall this section be construed to require indemnification by the Consultant to a greater extent than permitted under the public policy of the State of California; and in the event that this contract is subject to California Civil Code section 2782(b), the foregoing indemnity provisions shall not apply to any liability for the active negligence of the City.
The defense and indemnity provisions obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by the insurance obligations contained in this Agreement. The foregoing indemnity provisions are intended to fully allocate the parties’ risk of liability to third-parties; and there shall be no rights to indemnity or contribution, in law or equity or otherwise between the parties that are not set forth in this section. Consultant waives all rights to subrogation for any matters covered by the provisions of this section. Consultant’s responsibility for such defense and indemnity obligations as set Item 9.4
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forth in this section shall survive the termination or completion of this Agreement for the full period of time allowed by law.
9.2 Consultant shall maintain insurance conforming to the following specifications to the fullest amount allowed by law for a minimum of 3 years following the termination or completion of this Agreement. The City will be issued a Certificate of Insurance (a Memorandum of Understanding will not be accepted) with the following minimum requirements:
• Certificate(s) will show current policy number(s) and effective dates; • Coverage and policy limits will meet, or exceed, requirements below; • The Certificate Holder will be City of Campbell, Risk Manager, 70 North First Street, Campbell, CA 95008;
• Certificate will be signed by an authorized representative; • An endorsement, if required below, will be provided to show the City, its officers, officials, employees, and volunteers as additional insureds; and
• Coverages must be maintained during the term of the Agreement with the City, unless a longer duration is required.
A. Required Types of Coverage. Consultant acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amount of coverage required. If Consultant maintains broader insurance coverage and/or higher limits than the minimums shown below, the City requires and shall be entitled to the broader insurance coverage and/or higher limits maintained by Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.
The policies shall afford the following types of coverage:
1. Commercial General Liability; Ins Services Office (ISO) CGL Form 00 01 11 85
2. Automotive for all automobiles leased, hired, controlled, or owned (if any) by the consultant;
3. Workers’ Compensation and Employer Liability
4. Professional Liability and/or Errors and Omissions
B. Minimum Limits of Insurance
Consultant shall maintain limits no less than:
1. General Liability: $1,000,000 combined single limit per occurrence for bodily, 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.
3. Workers’ Compensation and Employer's Liability: Workers’ Compensation limits as required by the Labor Code of the State of California and Employer's Liability limits of $1,000,000 per accident. The Workers’ Compensation policy must be endorsed with a waiver of subrogation in favor of the City for all work performed by the Consultant and its employees. (Not required if Consultant provides written verification it has no employees).
Item 9.4
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4. Professional Liability and/or Errors and Omissions: $1,000,000 per claim and $2,000,000 in the annual aggregate.
The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City (as agreed to in this Agreement) before the City’s own insurance or self-insurance shall be called upon to protect it as a named insured.
C. Deductible and Self-Insured Retention
Any deductibles or self-insured retention must be declared to and approved by the City, and shall not reduce the limits of liability. At the option of the City, either: the insurer shall reduce or eliminate such deductibles or self-insured retention as respects the City, its agents, officers, attorneys, employees, officials and volunteers; or the Consultant shall procure a bond guaranteeing payment of losses related to investigations, claim administration, and defense expenses. Policies containing any self-insured retention provision shall provide or be endorsed to provide that the selfinsured retention may be satisfied by either the named insured or the City.
D. Other Insurance Provisions
The policies are to contain, or be endorsed to contain, the following provisions:
1. General Liability and Automobile Liability Coverage:
a. The City, its agents, officers, attorneys, employees, officials and volunteers are to be covered as additional insureds as respects: liability arising out of this Agreement 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. It is a requirement of this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits set forth in this Agreement shall be available to the City as an additional insured. Furthermore, the requirements for coverage and limits shall be (1) the minimum coverage limits specified in this Agreement, or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured, whichever is affords greater coverage.
b. The Consultant's insurance coverage shall be primary insurance as respects the City, its agents, officers, attorneys, employees, officials and volunteers. Any insurance or self-insurance maintained by the City, its agents, officers, attorneys, employees, officials and volunteers shall be excess of the Consultant's insurance and shall not contribute with it. c. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its agents, officers, attorneys, employees, officials, and volunteers.
d. The Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought with respect to the limits of the insurer's liability.
2. Workers’ Compensation and Employer’s Liability Coverage: The insurer shall agree to waive all rights of subrogation against the City, its agents, officers, attorneys, employees, officials, and volunteers for losses arising from work Item 9.4
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performed by the Consultant for the City.
3. All Coverages: Any unintentional failure to comply with reporting provisions of the policies shall not affect coverage provided to the City; and unless otherwise approved by the City, each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled by either party, except after thirty (30) days prior written notice by regular mail has been given to the City, or ten (10) days for cancellation for non-payment of premium.
E. Suspension or Cancellation or Renewal.If any of the coverages required by this Agreement should be suspended, voided, cancelled or reduced in coverage during the term of this Agreement, Consultant shall immediately notify City and replace such coverage with another policy meeting the requirements of this Agreement. This contract shall be capped at the sum of $50,000 but may be renewed upon joint agreement as evidenced by renewed signature and date.
F. Subcontractors. Consultant agrees that any and all contracts with subcontractors for performance of any matter under this Agreement shall require the subcontractors to comply with the same indemnity and insurance requirements set forth in this Agreement to the extent that they apply to the scope of the subcontractors’ work. Subcontractors are to be bound to contractor and to City in the same manner and to the same extent as the Consultant is bound to City under this Agreement. Subcontractors shall further agree to include these same provisions with any sub-subcontractor. A copy of this Agreement will be furnished to the subcontractor on request. The Consultant shall require all subcontractors to provide a valid certificate of insurance and the required endorsements included in the Agreement prior to commencing any work, and will provide proof of compliance to the City.
G. Acceptability of Insurers. Without limiting Consultant's indemnification provided hereunder, the policies of insurance listed in Article 9.2 of this Agreement are to be issued by an issuer with a current A.M.
Best Rating of A:V and who is authorized to transact business in the State of California, unless otherwise approved by the City.
H. Verification of Coverage. Consultant shall furnish the City with endorsements and certificates of insurance evidencing coverage required by this clause. The certificates for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The certificates are to be on forms acceptable to the City. Where required by statue, forms approved by the Insurance Commissioner are to be submitted. All certificates are to be received and approved by the City before work commences.
I. Special Risks/Circumstances. City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances and provide notice to Consultant.
10. MISCELLANEOUS
10.1 This Agreement shall be binding on the heirs, executors, assigns and successors of Consultant.
10.2 Neither party may assign or alter this Agreement, or any portion hereof, without the prior written consent of the other.
10.3 This Agreement shall not be construed to alter, affect, or waive any lien or stop notice rights, which Consultant may have for the performance of services pursuant to this Agreement.
10.4 Neither party’s waiver of any term, condition or covenant, or breach of any term, condition Item 9.4
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