07. Approval of PSA's for On-Call Comm Dev & Fire Dept Contract Staff and Plan Check Services

Item No.

TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL

FROM: OFFICE OF THE CITY MANAGER
BY: IRMA HUITRON, DIRECTOR OF COMMUNITY DEVELOPMENT

DATE: JUNE 25, 2024

SUBJECT: APPROVAL OF A PROFESSIONAL SERVICES AGREEMENTS FOR ON-CALL

COMMUNITY DEVELOPMENT AND FIRE DEPARTMENTS CONTRACT STAFF

AND PLAN CHECK SERVICES

EXECUTIVE SUMMARY

The City Council will consider approving a list of on-call Community Development (Building & Safety and Planning Divisions) and Fire Departments contract staff and plan check services. In February 2024, City staff solicited proposals from qualified firms to provide the City’s Community Development and Fire Departments with on-call contract staff and plan check services via the issuance of a Request for Proposals; in response, staff received 14 proposals. Upon completion of the solicitation, and review of the submitted proposals, staff recommends entering into Professional Services Agreement with eight (8) firms, for a two (2) year term beginning on July 1, 2024 with two optional extended terms each of one year in length.

RECOMMENDATION

That the City Council:

Approve the following eight (8) on-call consultants and corresponding Professional Services Agreements (PSA) for a two (2) year term beginning on July 1, 2024 with the two optional extended terms of one year for the Community Development’s Building & Safety, and Planning Divisions, as well as for the Fire Department, as follows: CIR, Inc., CSG Consultants, Inc., Interwest Consulting Group, Inc., Jason Addison Smith Consulting Services, Inc. (DBA: JAS Pacific), Sagecrest + Environmental, Shums Coda Associates, Inc., Willdan Engineering, and The Code Group, Inc. (DBA: VCA Code).

BACKGROUND

The Community Development and Fire Departments have the need to contract for Building and Safety, Planning, and Fire services to professional consultants to assist the Departments with the completion of various projects, special tasks, and to assist with temporarily filling vacancies when needed. This allows staff to supplement its resources with more specific expertise, as well as leverage additional assistance during busier times of the year, and temporarily fill vacancies when they arise. Examples of work that has been completed through the subject on-call services in the past include: preliminary and current plan review, peer design review, special project report support and completion,

PROFESSIONAL SERVICE AGREEMENTS FOR CONTRACT STAFF AND PLAN CHECK SERVICES JUNE 25, 2024
PAGE 2

2 environmental review, inspection of building, electrical, plumbing, mechanical, and fire installations during the process of building construction, alterations, moving, demolition, and/or repair.

The City last procured the services of on-call consultants in 2019; as such, the respective professional services agreements of the City’s current on-call firms are set to expire June 30, 2024. As a result, in February 2024, City staff issued a Request for Proposals from qualified firms to provide the City’s Community Development and Fire Departments with on-call contract staff and plan check services. The Request for Proposals outlined the need of providing these services for two (2) departments within the City, Community Development and Fire.

Staff received 14 proposals from the following firms:

1. No., Proposer/Firm

1. 4Leaf, Inc.

2. BPR Consulting Group

3. Bureau Veritas North America, Inc.

4. CIR, Inc.

5. CSG Consultants, Inc.

6. Interwest Consulting Group, Inc.

7. Jason Addison Smith Consulting
Services, Inc. (DBA: JAS Pacific)

8. J Lee Engineering, Inc.

9. Michael Baker International

10. Sagecrest + Environmental

11. Shums Coda Associates, Inc.

12. Willdan Engineering

13. Transtech Engineers, Inc.

14. The Code Group, Inc. (DBA: VCA
Code)

The proposals were evaluated by five (5) staff members from the Community Development Department’s Building & Safety, Planning, Code Enforcement, and Administrative Divisions, as well as Fire Department staff. The evaluation team reviewed each firm’s technical experience, project management approach, and their understanding of the City's requirements, scope of work, and objectives. After completing this process, staff determined that 8 of the 14 firms that submitted proposals met or exceeded the qualifications to continue the review process. Staff completed the review process by reviewing the eight (8) firms’ fee schedules, and contacting references.

ANALYSIS

Staff is thus seeking approval of the following lists of eight (8) on-call consultants and corresponding Professional Services Agreements (PSA) for the Community Development’s Building & Safety, and Planning Divisions, as well as for the Fire Department, as follows: CIR, Inc., CSG Consultants, Inc., Interwest Consulting Group, Inc., Jason Addison Smith Consulting Services, Inc. (DBA: JAS Pacific), Sagecrest + Environmental, Shums Coda Associates, Inc., Willdan Engineering, and The Code Group, Inc. (DBA: VCA Code).

PROFESSIONAL SERVICE AGREEMENTS FOR CONTRACT STAFF AND PLAN CHECK SERVICES JUNE 25, 2024
PAGE 3

3 The firms listed above, are being recommended by Division/Department based on the corresponding qualifications of each firm and taking into consideration the scope of work and needs of each division/department. As shown, CSG Consultants, Inc. is listed to provide as-needed services to three (3) divisions/departments, while JAS Pacific and VCA Code will be providing as-needed services to two (2) divisions/departments, and the remaining five (5) consultants are providing as-needed services to one (1) division/department.

Consultant/Firm Division/Department Building & Safety Planning Fire CIR, Inc. X
CSG Consultants, Inc. X X X
Interwest Consulting Group, Inc. X
Jason Addison Smith Consulting
Services, Inc. (DBA: JAS Pacific)
X X
Sagecrest + Environmental X
Shums Coda Associates, Inc. X
Willdan Engineering X
The Code Group, Inc. (DBA:

VCA Code)
X X

It is important to note that the associated costs for these on-call services, are recovered through City User Fees (i.e. entitlement, plan check, and permit fees).

CITY COUNCIL PRIORITIES

Efficiency & Adaptability
Quality of Life, Safety & Infrastructure

FISCAL IMPACT

Approval of the recommended action will result in the an estimated expenditure of $2,000,000 which is incorporated into the final Fiscal Year 2024-2025 budget. The affected General Fund operating budgets for Fiscal Year 2024-2025 are listed below:

PROFESSIONAL SERVICE AGREEMENTS FOR CONTRACT STAFF AND PLAN CHECK SERVICES JUNE 25, 2024
PAGE 4

4 Account Projected
Recovered
“Pass-thru” City
User Fee Costs
FY 2024-2025
Amount
10-4-5110-0700 (Planning) $250,000
10-4-5210-0700 (Building & Safety) $500,000
10-4-5210-0460 (Building & Safety, Plan
Check)
$800,000
10-4-2650-0700 (Fire) $350,000
10-4-2650-0460 (Fire, Plan Check) $100,000
Total $2,000,000
Future budgets will be adjusted via the City’s annual budget approval process to correspond with subsequent years’ expenses associated with these agreements.

ATTACHMENTS

Attachment A: Professional Services Agreement, CSG Consultants, Inc.

Attachment B: Professional Services Agreement, CIR, Inc.

Attachment C: Professional Services Agreement, Interwest Consulting Group Attachment D: Professional Services Agreement, Jason Addison Smith Consulting Services, Inc. (DBA: JAS Pacific)
Attachment E: Professional Services Agreement, Sagecrest + Environmental Attachment F: Professional Services Agreement, Shums Coda Associates, Inc.

Attachment G: Professional Services Agreement, Willdan Engineering Attachment H: Professional Services Agreement, The Code Group, Inc. (DBA: VCA Code)

CITY OF DOWNEY

PROFESSIONAL SERVICES AGREEMENT
WITH CSG CONSULTANTS, INC.

FOR CONTRACT STAFF AND PLAN CHECK SERVICES

1. PARTIES AND DATE.

This Agreement is made and entered into this 25th day of June, 2024 by and between the City of Downey, a California municipal corporation and charter city with its principal place of business at 1 1111 Brookshire Avenue, Downey California 90241 ("City") and CSG Consultants, Inc., a California Corporation, with its principal place of business at 550 Pilgrim Drive, Foster City, CA 94404 ("Consultant"). City and Consultant are sometimes individually referred to as “Party” and collectively as “Parties.”

2. RECITALS.

2.1 Consultant.

Consultant desires to perform and assume responsibility for the provision of certain professional Contract Staff and Plan Check services required by City on the terms and conditions set forth in this Agreement. Consultant represents that it has demonstrated competence and experience in providing Contract Staff and Plan Check services to public clients, is licensed in the State of California, and is familiar with the plans of City.

2.2 Project.

City desires to engage Consultant to render such services for the Community Development and Fire Departments Contract Staffing and Plan Check project (“Project”) as set forth in this Agreement.

3. TERMS.

3.1 Scope of Services and Term.

3.1.1 General Scope of Services. Consultant promises and agrees to furnish to City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the Contract Staff and Plan Check services necessary for the Project ("Services-). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibit attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations.

3.1.2 Term. The term of this Agreement shall be from July 1, 2024 to June --30;-2026;–WWTtWI (2);--one (1-)-year optionslo extend-the -Agreement -term in writing'signed-by–- - -–– Attachment A

the City Manager and the Consultant, unless earlier terminated as provided herein.

Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines.

3.2 Responsibilities of Consultant.

3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance.

In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System (CaIPERS) to be eligible for enrollment in CaIPERS as an employee of City, Consultant shall indemnify, defend, and hold harmless CITY for the payment of any employee and/or employer contributions for CaIPERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.

3.2.2 Schedule of Services. Consultant shall perform the on-call/as-needed Services expeditiously, within the term of this Agreement. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions.

3.2.3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of City.

3.2.4 Substitution of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to 2 Attachment A

be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant at the request of the City.

3.2.5 City’s Representative. The City hereby Irma Huitron, Director of Community Development, or his or her designee, to act as its representative for the performance of this Agreement (“City’s Representative”). City’s Representative shall have the power to act on behalf of the City for all purposes under this Contract. Consultant shall not accept direction or orders from any person other than the City’s Representative or his or her designee.

3.2.6 Consultant’s Representative. Consultant hereby designates Khoa Duong, Vice President or his or her designee, to act as its representative for the performance of this Agreement (“Consultant’s Representative”). Consultant’s Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.

3.2.7 Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times.

3.2.8 Standard of Care; Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant’s failure to comply with the standard of care provided for herein. Any employee of the Consultant or its sub-consultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner consistent with the standard of care set forth herein, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project
3 Attachment A

3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all applicable local, state and federal laws, rules and regulations in force at the time the Services are performed by Consultant and in any manner affecting the performance of the Project or the Services, including all applicable Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harrnless, pursuant to the applicable indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. Consultant’s violation of such laws, rules and regulations shall also constitute a material breach of this Agreement.

3.2.10 Insurance

3.2.10.1 Time for Compliance. Consultant shall not commence the Services or the Project under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the City that the subcontractor has secured all insurance required under this section. The City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience with insurer, coverage or other special circumstances .

3.2.10.2 Minimum Requirements. Consultant shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement, the Services or the Project by the Consultant, its agents, representatives, employees or subcontractors. Consultant shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage:
(A) Minimum Scope of Insurance. (1) Commercial General
Liability (CGL)-. Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis including products and completed operations, property damage, bodily injury and personal and advertising injury; (2) Automobile Liability. Insurance Services Office Form Number CA 0001 covering Code 1 (any auto) or if Consultant owns no autos, Code 8 (hired) and 9 (non-owned); and (3) Workers’ Compensation : Workers’ Compensation insurance as required by the State of California with Statutory Limits; and (4) Employer’s Liability Insurance
(B) Minimum Limits of Insurance. Consultant shall maintain limits no less than: (1 ) Commercial General Liability (CGL): No less than $2,000,000 per occurrence for products and completed operations, bodily injury, property damage and personal and advertising injury. If Commercial General Liability Insurance or other form with 4 Attachment A

general aggregate limit applies, either the general aggregate limit shall apply separately to this Agreement/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: No less than $2,000,000 per accident for bodily injury and property damage; and (3) PPo/#cers’ Compensation: Workers' Compensation limits as required by the Labor Code of the State of California with Statutory Limits; (4) Employer’s Liability: Employer’s Liability limits of no less than $2,000,000 per accident for bodily injury or disease. Ernployer’s Liability coverage may be waived by the City if City receives written verification that Consultant has no employees.

If the Consultant maintains broader coverage and/or higher limits than the minimum shown in this subdivision 3.2.10.2, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance. and coverage shall be available to the City

Technology Professional Liability Errors and Omissions Insurance. If appropriate to the Consultant’s profession and work hereunder, with limits not less than $2,000,000 per occurrence. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by the Consultant in this Agreement and shall include, but not be limited to, claims involving infringement of intellectual property, copyright, trademark, invasion of privacy violations, information theft, release of private information, extortion and network security.

The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations.
a. The Policy shall include, or be endorsed to include, property damage liability coverage for damage to, alteration of, loss of, or destruction of electronic data and/or information "property” of the City in the care, custody, or control of the Consultant. If not covered under the Consultant’s liability policy, such “property” coverage of the City may be endorsed onto the Consultant’s Cyber Liability Policy as covered property as follows:
b. Cyber Liability coverage in an amount sufficient to cover the full replacement value of damage to, alteration of, loss of, or destruction of electronic data and/or information “property” of the City that will be in the care, custody, or control of Consultant. 5 Attachment A

c. The Insurance obligations under this Agreement shall be the greater of 1 ) all the Insurance coverage and limits carried by or available to the Consultant; or 2) the minimum Insurance requirements shown in this Agreement. Any insurance proceeds in excess of the specified limits and coverage required, which are applicable to a given loss, shall be available to City.

No representation is made that the minimum Insurance requirements of this Agreement are sufficient to cover the indemnity or other obligations of the Consultant under this Agreement.

If the Consultant maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.

3.2.10.4 Insurance Endorsements. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms approved by the City to add the following provisions to the insurance policies:
(A) Additional Insured Status. The Commercial General
Liability policy shall be endorsed to state that: (1 ) the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to liability arising from the work, Services, Project or operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work, Services. Project or operations; and (2) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, adents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant’s scheduled underlying coverage. Commercial General Liability insurance coverage may be provided in the form of an endorsement to the Consultant's insurance (at lease as broad as ISO Form CG 20 10 11 85 or both CG 20 10, CG 20 26, CG 20 33 or CG 20 38; and CG 20 37 forms if later revisions are used).
(B) Waiver of Subroqation. Consultant hereby grants to City a waiver of any right to subrogation which any insurer of said Consultant may acquire against the City by virtue of the payment of any loss under said insurance policies set forth herein. Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. (C) All Coveraqes. Each insurance policy required by this Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided, reduced or canceled except with written notice by certified mail, return receipt requested to the City; and (B) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, employees, agents and volunteers.
6 Attachment A

3.2.10.5 Primary Coverage. For any claims related to this Agreement, the Consultant’s insurance coverage shall be primary insurance and primary coverage at least as broad as ISO CG 20 01 04 13 with respect to the City, its directors, ofFicials, officers, employees, agents and volunteers. Any insurance or self-insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Consultant’s insurance and shall not be called upon to contribute with it in any way.

3.2.10.6 Separation of Insureds; No Special Limitations. All insurance required by this Section shall contain standard separation of insureds provisions.

In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the City, its directors officials, officers, employees, agents and volunteers.

3.2.10.7 Deductibles and Self-Insurance Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City. City may require Consultant to provide proof of ability to pay losses and related investigations, claim administration and defense expenses and costs within the retention. The policy language shall provide or be endorsed to provide that the self-insured retention may be satisfied by either the named insured or City.

3.2.10.8 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best’s rating no less than A:VII, authorized to do business in California, and satisfactory to the City.

3.2.10.9 Verification of Coverage. Consultant shall furnish City with original certificates of insurance, including all required amendatory endorsements (or copies of the applicable policy language effective coverage required by this provision) and a copy of the Declarations and Endorsement Page of the Commercial General Liability policy listing all policy endorsements to the City before the commencement of work under this Agreement.

However, failure to obtain the required documents prior to the commencement of work under this Agreement shall not waive the Consultant’s obligation to provide them to the City. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements, at any time.

3.2.10.10 Claims-Made Policies. If any of the policies provide coverage on a claims-made basis:
(A) The retroactive date must be shown and must be before the date of this Agreement or the date work commences under this Agreement, whichever is eadiest; (B) Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the Services provided under this Agreement;
(C) if coverage is canmled, non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the effective date of this Agreement or the date work commences under this Agreement, whichever is earliest, the Consultant 7 Attachment A

must purchase extended reporting coverage for a minimum of five (5) years after completion of the Services under this Agreement.

3.2.11 Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life-saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures.

3.3 Fees and Payments.

3.3.2 Payment of Compensation. Consultant shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Consultant. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within thirty (30) days of receiving such statement, review the statement and pay all approved charges thereon.

3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City.

3.3.4 Extra Work. At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper cornpletion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work without written authorization from the City Manager.
[3.3.5 Reserved]
8 Attachment A

3.4 Accounting Records.

3.4.1 Maintenance and Inspection. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement.

3.5 General Provisions.

3.5.1 Termination ofAqreement.

Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. The City shall within fifteen (15) calendar days following termination pay the Consultant for all services adequately rendered and all reimbursable costs incurred by Consultant up to the date of termination, in accordance with the payment provisions of this Agreement.

The following reasons shall constitute "cause" for which either party may terminate this Agreement as provided herein:
•Substantial failure by the other party to perform in accordance with the terms of this Agreement and through no fault of the terminating party; ©Assignment of this Agreement or transfer of the Project by either party to any other entity without the prior written consent of the other party; •Suspension of the Project or the Consultant's Services by the City for more than ninety (90) calendar days, consecutive or in the aggregate, without good cause; e Material changes in the conditions under which this Agreement was entered into, the Scope of Services or the nature of the Project, and the failure of the parties to reach agreement on the compensation and schedule adjustments necessitated by such changes.
9 Attachment A

3.5.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such Documents and Data and other information within fifteen (15) days of the City's request.

3.5.1.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated.

3.5.2 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose:

Consultant:

CSG Consultants. Inc
3707 W. Garden Grove Blvd., Suite 100,
Orange, CA 92868
Phone: (650) 522-2500
AHn: Ethan Edwards, Vice President
Khoa Duong, Vice President
City:

City of Downey
11111 Brookshire Avenue
Downey, California 90241
Phone: (562) 904-7286
AHn: City Manager
With a courtesy copy to:

City of Downey
City Attorney’s Office
11111 Brookshire Avenue
Downey, California 90241
Such notice shall be deemed made when personally delivered or when mailed, forty- eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.

3.5.3 Ownership of Materials and Confidentiality.

3.5.3.1 Documents & Data; Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, 10 Attachment A

reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement (“Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk.

3.5.3.2 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant.

Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential.

Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City.

3.5.4 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement.

3.5.5 Attorney's Fees. In the event of any litigation, whether in a court of law, administrative hearing, arbitration, or otherwise, arising from or related to this Agreement of the services provided under this Agreement, the prevailing party shall be entitled to recover from the non-prevailing party all reasonable costs incurred, including staff time, court costs, attorneys' fees and all other related expenses in such litigation.

3.5.6 Indemnification

3.5.6.1 General Indemnification. Except as provided in subdivision

acts, errors, omissions or willful misconduct of Consultant, its officials, officers, employees, agents, consultants and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of all consequential damages and attorneys’ fees and other related costs and expenses. The Consultant’s duty to indemnify shall extend to any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity that Consultant and/or its personnel are employees of the City, have been misclassified as an independent contractors, or failed to pay any or all necessary state or federal withholdings and/or taxes. Consultant shall defend, at Consultant's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, its directors, officials, officers, employees, agents or volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents or volunteers, in any such suit, action or other legal proceeding. Consultant shall reimburse City and its directors, officials, officers, employees, agents and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials officers, employees, and agents or volunteers. Consultant shall not be obligated to defend, indemnify or hold the City harmless in any manner whatsoever for any claims or liability arising solely out of the City's own negligent acts, errors or omissions or willful misconduct.

3.5.6.2 Design Professionals. The provisions of this subdivision

3.5.6.2 shall apply only in the event that Consultant is a "design professional" within the meaning of California Civil Code section 2782.8(c). If Consultant is a "design professional" within the meaning of Section 2782.8(c), then, notwithstanding subdivision 3.5.6.1 above, to the fullest extent permitted by law (including, without limitation, Civil Code sections 2782 and 2782.6), Consultant shall defend (with legal counsel reasonably acceptable to City), indemnify and hold harmless City and City’s officers, officials, employees, volunteers and agents from and against any Claim that arises out of, pertains to, or relates to, directly or indirectly, in whole or in part, the negligence, recklessness, or willful misconduct of Consultant, any subconsultant, subcontractor or any other person directly or indirectly employed by them, or any person that any of them control, arising out of Consultanfs performance of any task or service for or on behalf of City under this Agreement. The Consultant’s duty to indemnify shall extend to any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity that Consultant and/or its personnel are employees of the City, have been misclassified as an independent contractors, or failed to pay any or all necessary state or federal withholdings and/or taxes. Such obligations to defend, hold harmless and indemnify City or any City officers, officials, employees or volunteers shall not apply to the extent that such Claims are caused in part by the sole active negligence or willful misconduct of City or such City officers, officials, employees, volunteers and agents. Consultant's cost to defend City and/or City’s officers, officials, employees or volunteers against any such Claim shall not exceed Consultant's proportionate percentage of fault with respect to that Claim; however, pursuant to Civil Code section 2782.8(a), in the event that one or more defendants is unable to pay its 12 Attachment A

share of defense costs due to bankruptcy or dissolution of the business, Consultant shall meet and confer with City (and, if applicable, other parties) regarding any unpaid defense costs. To the extent Consultant has a duty to indemnify City or any City officers, officials, employees, volunteers and/or agents under this subdivision 3.5.6.2, Consultant shall be responsible for all incidental and consequential damages resulting directly or indirectly, in whole or in part, from Consultant's negligence, recklessness or willful misconduct.

3.5.7 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements.

3.5.8 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be the courts in Los Angeles County.

3.5.9 Time of Essence. Time is of the essence for each and every provision of this Agreement.

3.5.10 City's Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project.

3.5.11 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties.

3.5.12 Assignment or Transfer. Neither party shall assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the other party. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer.

3.5.13 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subcontractors of Consultant, except as otherwise specified in this Agreement.

All references to City include its elected officials, officers, employees, agents and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.

3.5.14 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.

3.5.15 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, 13 Attachment A

privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise.

3.5.16 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties.

3.5.17 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

3.5.18 Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

3.5.19 Equal Opportunitv Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of any City Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted.

3.5.20 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self- insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services.

3.5.21 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party.

3.5.22 Counterparts. This Agreement may be executed in counterparts, each of which shall constitute one and the same instrument.
14 nn••= = = = = W W = n = n n = P = = P n + + = n =
Attachment A

3.5.23 Effect of Conflict.

In the event of any conflict, inconsistency, or incongruity between any provision of this Agreement, any of its exhibits, attachments, purchase order, or notice to proceed, the provisions of this Agreement will govern and control.

3.6 Subcontracting.

3.6.1 Prior Approval Required. Consultant shall not subcontract any portion of the work required by this Agreernent, except as expressly stated herein, without prior written approval of City. Consultant shall require and verify that all subcontractors maintain insurance meeting all of the requirements set forth in this Agreement. Consultant shall ensure that City is an additional insured as required in Section 3.2.10.4. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. 15 Attachment A

CITY OF DOWNEY,
a California municipal corporation
and charter city
CSG Consultants, Inc.,
a California corporation
By:

Mayor
Attest
Attest:
a//)
SecreMaria A. Duarte
City Clerk
Approved as to Form.Approved as to Form.
a6 YU6P Legal Counsel
City Attorney
01 19 123859
16 Attachment A

Exhibit "A'
Scope of Services
17 Attachment A

In general, the Consultant will be expected to provide Professional Community Development and Fire Department Contract Staffing and Plan Check Services, including but not limited to . the following:

Planning Division (Community Development)
@ Providing Planning staffing, including Planning Counter Technicians, Planners of all levels, and Planning administrative personnel to be present at City Hall and hold regular office hours as determined by the City.
•
e
Analyze projects for compliance with the City’s General Plan, zoning ordinance, a-pplicable specific plans, and other policies.

Review and process ministerial applications and discretionary entitlements, such as: Plan Checks, Sign Permits, Conditional Use Permits, Variances, Tentative Maps, and General Plan and Zoning amendments for residential, commercial, mixed-use, and industrial $rojects, and the like.
•Meet with developers, engineers, property own'ers, contractors, and other individuals to discuss, advise, explain processes, and suggest improvements regarding potential projects, pre-applications, development applications, feasibility analysis, conceptual development plans, code interpretation, and the like. •
•
•
•
•
e
•
Review all plans and supporting documents submitted for projects for which a permit is requested and/or required .

Prepare reports specifying corrections to plan checks, if needed, and transmit to applicant.

Ability to write Planning Commission and City Council staff reports, resolutions, ordinances, conditions of approval, and give oral presentations.

Attend public hearings and mmmunity meetings as necessary.

Analyze projects for CEQA compliance.

Ability to review projects and provide comments within timelines specified by the City
Answer public inquiries by telephone, mail, or in person at a public counter regarding property zoning, and/or General Plan land uses, application submittal requirements, etc.
e Facilitation of special projects, including but limited to drafting zoning code amendments, utilizing tools for data analysis and scenario planning, and providing architectural review.
18 Attachment A

Buildinq and Safety DivisiOn (Community Development)
• Providing Building Division support staff to include building inspector(s), permit technician(s), administrative personnel and on-site plans examiners/engineers on an as-needed basis.
e
e
•
e
•
•
Reviewing all plans and supporting documents submitted for projects for which a permit is requested and/or required.

Preparing reports specifying corrections, if needed, and transmit to applicant.

Ability to review projects and provide comments within timelines specified by the City
Processing plan revisions and verifying that corrections have been satisfactorily made in a timely manner.

Answering public inquiries by telephone, mail, or in person at a public counter regarding plan reviews, application submittal requirements, etc.

Reviewing permit applications, plans and specifications for compliance with applicable codes and standards; issue permits for projects; calculate fdes in accordance with established fee schedules; input information into permit tracking system
•Coordinating clearance from all departments and determine that all fees have been paid prior to permit issuance and/or permit final/occupancy and utility releabes; coordinate the digitizing of plans and blueprints.
e Inspect building, electrical, plumbing, and mechanical installations during the process of building construction, alterations, moving, demolition, repair, or use to with State and City codes, law, and standards, and maintain filds and reQords of inspections.
•Work with City staff to facilitate the development approval process, including but not limited to: attending inteuiepartmental meetings, meeting with the public, (i.e. developers, designers, architects, residents, etc.), and providing technical support to city staff.
•Consultant staff shall maintain all required licenses and certifications for the duration of the Agreement.
19 Attachment A

Fire Department
•Performing on-site and off-site'plan review of submitted residential, commercial, and industrial (structural and non-structural) building plan and fire suppression, detection, alarm system plans.
•
•
Review of plans and supporting documents submitted for projects for which a permit is requested and/or required .

Preparing reports specifying corrections to plan checks, if needed, and transmit to applicant.

Performing combination building and life safety inspections for residential, commercial, and industrial in accordance with the approved documents, adopted codes, and standards.
•
•
•
e
•
•
Witness acceptance testing of fire protection systems.

Ability to review projects and provide comments within timelines specified by the City
Answer public inquiries by telephone, mail, or in person at a public counter regarding plan reviews, application submittal requirements, etc.

Ability to write Planning Commission and City Council staff reports, resolutions, ordinances, conditions of approval, and give oral presentations.

Enforce State and City fire prevention and life safety laws; issues notice of violations, citations; participates in informal and formal enforcement actions Ability to work conjointly with the Fire Marshal and other City Departments on projects and services.
20 Attachment A

Exhibit "B"
Compensation
21 Attachment A

Planninq Division (Community Development
r\
STAFF TITLE HOURLY RATES 1 HOURLY RATES I HOURLY RATES.

YEARS 1-2 1 OPTION 1, YEAR 3 1 OPTION 2, YEAR 4
FY 24-25 and 25-26 1 FY 26-27 1 FY 27-28
City Planner
Principal Planner
$240
$200
$180
$1 60
$251
$209
$188
§1 67
$146
$262
$218
$197
$175
$153
Senior Planner
Associate Planner
Assistant Planner $140
$120Planning Technician $125 $131
Planning /Wministrative
Assistant/Clerical/Secretary
$1 15 $120 $126
Planning Manager $215 §225 $237
Reimbursable Expenses:
e Expenses incurred will be billed at actual costs plus hourly rate, if applicable.

Reimbursable expenses include but are not limited to:
o Reprographics;
o Postage/certified mailing/s;
o Office supplies (i.e. Compact Discs, flash drives, etc.); and, o Application filing fees.

Approval for reimbursable expenses shall be requested in advance from the City's Representative.
22 Attachment A

puildinq and Safety Division (Community Development)

STAFF TITLE HOURLY RATES
YEARS 1-2

HOURLY RATES I HOURLY RATES,
OPTION 1, YEAR 3 1 OPTION 2, YEAR 4
FY 26-27 1 FY 27-28FY 24-25 and
25-26
Senior Building Inspector $1 30
$105
$1 37
$110
$105
$143
$116
$110
Building Inspector
Senior Building Permit
Technician $100
Building Permit Technician $85
$150
§1 50
$89
$158
$1 58
$94
$165
§-1 65
CASp Certified Personnel
Building Plan Checker -
Engineer
Building Plan
Checker/Reviewdr §135 $142 $149
(non-Engineer)
Structural. Electrical and
Mechanical Engineer
$165
$130
$180
8173
$137
$ 189
$182
$143
§1 98
Combination Inspector
Building Official
23 Attachment A

SERVICE RATES RATES RATES
YEARS 1-2 1 OPTION 1, YEAR 4
FY 24-25, and 25-26 1 ' FY 26-27
OPTiON 2, YEAR 5
FY 27-28
Plan Check Services
Fee as a permntage of the
City’s collected plan check
foe for a first-time plan
check (UP to three (3)
reviews), This fee inCludes
any shipping and courier
services.
65% of City’s
Building Plan
Check Fees
65% of City’s
Building Plan
Check Fees
65% of City’s
Building Plan
Check Fees
Plan Check Services
Recheck
Fee for plan check servim
provided fDr faw (4) or more plan
reviewWrechecks and above. No
additional shipping or caIrier
services fees to in charged,
$0
No Additional Fee
$0
No Additional Fee
$0
No Additional Fee
Reimbursable Expenses:
• Mileage at current IRS rates
24 Attachment A

Fire Department

SERVICE/STAFF TITLE RATES/HOURLY
RATES

RATES/HOURLY
RATES

RATES/HOURLY
RATES
YEARS 1-2 OPTION 1, YEAR 3 OPTION 2, YEAR 4
FY 24-25, and 25-26 FY 26-27 FY 27-28
Plan Check Services
Fee as a percentage of the
City’s collected plan Qheck
fee for a first-time check and
up to 1 rbcheck_ This fee
should include shipping and
courier service.
70% of the
City’s Fire Plan
Check Hourly
Rates
70% of the
City’s nre Plan
Check Hourly
Rates
7096 of the
City’s Fire Plan
Check Hourly
Rates
Plan Check Services
Recheck
Fee for plan check services
provided for 2nd plan recheck/ieview and abovE No additional shipping or courier service fees.
70% of the
City’s Fire Plan
Check Hourly
Rates
70% of the
City's Fire Plan
Check Hourly
Rates
70% of the
City’s Fire Plan
Check Hourly
Rates
Fire Inspector $150 §158 §1 65
Fire Plans Examiner $175
$250
$184
$263
$193
$276Other Fire Staff - FPE
Reimbursable Expenses:
• Mileage at current IRS rates
25 Attachment A

CITY OF DOWNEY

PROFESSIONAL SERVICES AGREEMENT
WITH CIR, INC.

FOR CONTRACT STAFF AND PLAN CHECK SERVICES

1. PARTIES AND DATE.

This Agreement is made and entered into this 25tF1 day of June, 2024 by and between the City of Downey, a California municipal corporation and charter city with its principal place of business at 1 1111 Brookshire Avenue, Downey California 90241 ("City") and CIR, Inc., a California Corporation, with its principal place of business at 300 Spectrum Center Drive, Suite 400 Irvine, CA 92618 ("Consultant"). City and Consultant are sometimes individually referred to as “Party” and collectively as “Parties.

2. RECITALS.

2.1 Consultant.

2.2 Project.

City desires to engage Consultant to render such services for the Community Development Department Contract Staffing and Plan Check project (“Project”) as set forth in this Agreement.

3. TERMS.

3.1 Scope of Services and Term.

3.1.1 General Scope of Services. Consultant promises and agrees to furnish to City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the Contract Staff and Plan Check services necessary for the Project ("Services"). The Services are more particularly described in Exhibit ''A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibit attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations.

3.1.2 Term. The term of this Agreement shall be from July 1, 2024 to June 30, 2026, with two (2), one (1) year options to extend the Agreement term in writing signed by Attachment B

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3.2.6 Consultant’s Representative. Consultant hereby designates Ian A.

Nicholas, President & CEO or his or her designee, to act as its representative for the performance of this Agreement (“Consultant’s Representative”). Consultant’s Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.

3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all applicable local, state and federal laws, rules and regulations in force at the time the Services are performed by Consultant and in any manner affecting the performance of the Project or the Services, including all applicable Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the applicable indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. Consultant’s violation of such laws, rules and regulations shall also constitute a material breach of this Agreement.

3.2.10 Insurance

3.2.10.2 Minimum Requirements. Consultant shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement, the Services or the Project by the Consultant, its agents, representatives, employees or subcontractors. Consultant shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage:
(A) Minimum Scope of Insurance. (1) Commercial General
Liability (CGL)-. Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis including products and completed operations, property damage, bodily injury and personal and advertising injury; (2) Automobile Liability'. Insurance Services Office Form Number CA 0001 covering Code 1 (any auto) or if Consultant owns no autos, Code 8 (hired) and 9 (non-owned); and (3) Workers’ Compensation : Workers’ Compensation insurance as required by the State of California with Statutory Limits; and (4) Employer’s Liability Insurance.
(B) Minimum Limits of Insurance. Consultant shall maintain limits no less than: (1) Commercial General Liability (CG L) : No less than $2,000,000 per occurrence for products and completed operations, bodily injury, property damage and personal and advertising injury. If Commercial General Liability Insurance or other form with 4 Attachment B

general aggregate limit applies, either the general aggregate limit shall apply separately to this Agreement/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: No less than $2,000,000 per accident for bodily injury and property damage; and (3) Workers’ Compensation : Workers Compensation limits as required by the Labor Code of the State of California with Statutory Limits; (4) Employer’s Liability: Employer’s Liability limits of no less than $2,000,000 per accident for bodily injury or disease. Employer’s Liability coverage may be waived by the City if City receives written verification that Consultant has no employees.

The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations.
a. The Policy shall include, or be endorsed to include, property damage liability coverage for damage to, alteration of, loss of, or destruction of electronic data and/or information “property” of the City in the care, custody, or control of the Consultant. If not covered under the Consultant’s liability policy, such “property” coverage of the City may be endorsed onto the Consultant’s Cyber Liability Policy as covered property as follows:
b. Cyber Liability coverage in an amount sufficient to cover the full replacement value of damage to, alteration of, loss of, or destruction of electronic data and/or information “property” of the City that will be in the care, custody, or control of Consultant. 5 Attachment B

No representation is made that the minimum Insurance requirements of this Agreement are sufficient to cover the indemnity or other obligations of the Consultant under this Agreement.

3.2.10.4 Insurance Endorsements. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms approved by the City to add the following provisions to the insurance policies:
(A) Additional Insured Status. The Commercial General
Liability policy shall be endorsed to state that: (1) the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to liability arising from the work, Services, Project or operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work, Services. Project or operations; and (2) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant’s scheduled underlying coverage. Commercial General Liability insurance coverage may be provided in the form of an endorsement to the Consultant’s insurance (at lease as broad as ISO Form CG 20 10 11 85 or both CG 20 10. CG 20 26. CG 20 33 or CG 20 38: and CG 20 37 forms if later revisions are used).
(B) Waiver of Subroqation. Consultant hereby grants to City a waiver of any right to subrogation which any insurer of said Consultant may acquire against the City by virtue of the payment of any loss under said insurance policies set forth herein. Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. (C) All Coveraqes. Each insurance policy required by this Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided, reduced or canceled except with written notice by certified mail, return receipt requested to the City; and (B) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, employees, agents and volunteers
6 Attachment B

3.2.10.5 Primary Coverage. For any claims related to this Agreement, the Consultant’s insurance coverage shall be primary insurance and primary coverage at least as broad as ISO CG 20 01 04 13 with respect to the City, its directors, officials, officers, employees, agents and volunteers. Any insurance or self-insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Consultant’s insurance and shall not be called upon to contribute with it in any way.

3.2.10.6 Separation of Insureds; No Special Limitations. All insurance required by this Section shall contain standard separation of insureds provisions.

In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the City, its directors officials, officers, employees, agents and volunteers.

3.2.10.10 Claims-Made Policies. If any of the policies provide coverage on a claims-made basis:
(A) The retroactive date must be shown and must be before the date of this Agreement or the date work commences under this Agreement, whichever is earliest; (B) Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the Services provided under this Agreement;
(C) if coverage is canceled, non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the effective date of this Agreement or the date work commences under this Agreement, whichever is earliest, the Consultant 7 Attachment B

must purchase extended reporting coverage for a minimum of five (5) years after completion of the Services under this Agreement.

3.3 Fees and Payments.

3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City

3.3.4 Extra Work. At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work without written authorization from the City Manager.
[3.3.5 Reserved]
8 Attachment B

3.4 Accounting Records.

3.5 General Provisions.

3.5.1 Termination of Agreement.

The following reasons shall constitute "cause" for which either party may terminate this Agreement as provided herein:

Substantial failure by the other party to perform in accordance with the terms of this Agreement and through no fault of the terminating party; Assignment of this Agreement or transfer of the Project by either party to any other entity without the prior written consent of the other party; Suspension of the Project or the Consultant's Services by the City for more than ninety (90) calendar days, consecutive or in the aggregate, without good cause; Material changes in the conditions under which this Agreement was entered into, the Scope of Services or the nature of the Project, and the failure of the parties to reach agreement on the compensation and schedule adjustments necessitated by such changes.
9 Attachment B

Consultant:

CIR. Inc
300 Spectrum Center Drive, Suite 400
Irvine. CA 92618
Phone: (949) 866-7445
Attn: Ian A. Nicholas, President & CEO
City:

City of Downey
11111 Brookshire Avenue
Downey, California 90241
Phone: (562) 904-7286
Ann: City Manager
With a courtesy copy to:

3.5.3 Ownership of Materials and Confidentiality.

in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement (“Documents & Data”). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City’s sole risk.

Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materIals be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential.

Consultant shall not use City’s name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City.

3.5.6 Indemnification

3.5.6.1 General Indemnification. Except as provided in subdivision

3.5.6.2 below which is applicable to “design professionals” only, Consultant shall defend (with counsel acceptable to City), indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged negligent acts, errors, omissions or willful misconduct of Consultant, its officials, officers, employees, 11 Attachment B

agents, consultants and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of all consequential damages and attorneys’ fees and other related costs and expenses. The Consultant’s duty to indemnify shall extend to any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity that Consultant and/or its personnel are employees of the City, have been misclassified as an independent contractors, or failed to pay any or all necessary state or federal withholdings and/or taxes. Consultant shall defend, at Consultant's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, its directors, officials, officers, employees, agents or volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents or volunteers, in any such suit, action or other legal proceeding. Consultant shall reimburse City and its directors, officials, officers, employees, agents and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials officers, employees, and agents or volunteers. Consultant shall not be obligated to defend, indemnify or hold the City harmless in any manner whatsoever for any claims or liability arising solely out of the City's own negligent acts, errors or omissions or willful misconduct.

3.5.6.2 Design Professionals. The provisions of this subdivision

3.5.6.2 shall apply only in the event that Consultant is a "design professional" within the meaning of California Civil Code section 2782.8(c). If Consultant is a "design professional" within the meaning of Section 2782.8(c), then, notwithstanding subdivision 3.5.6.1 above, to the fullest extent permitted by law (including, without limitation, Civil Code sections 2782 and 2782.6), Consultant shall defend (with legal counsel reasonably acceptable to City), indemnify and hold harmless City and City’s officers, officials, employees, volunteers and agents from and against any Claim that arises out of, pertains to, or relates to, directly or indirectly, in whole or in part, the negligence, recklessness, or willful misconduct of Consultant, any subconsultant, subcontractor or any other person directly or indirectly employed by them, or any person that any of them control, arising out of Consultant's performance of any task or service for or on behalf of City under this Agreement. The Consultant’s duty to indemnify shall extend to any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity that Consultant and/or its personnel are employees of the City, have been misclassified as an independent contractors, or failed to pay any or all necessary state or federal withholdings and/or taxes. Such obligations to defend, hold harmless and indemnify City or any City officers, officials, employees or volunteers shall not apply to the extent that such Claims are caused in part by the sole active negligence or willful misconduct of City or such City officers, officials, employees, volunteers and agents. Consultant's cost to defend City and/or City’s officers, officials, employees or volunteers against any such Claim shall not exceed Consultant's proportionate percentage of fault with respect to that Claim; however, pursuant to Civil Code section 2782.8(a), in the event that one or more defendants is unable to pay its share of defense costs due to bankruptcy or dissolution of the business, Consultant shall 12 Attachment B

meet and confer with City (and, if applicable, other parties) regarding any unpaid defense costs. To the extent Consultant has a duty to indemnify City or any City officers, officials, employees, volunteers and/or agents under this subdivision 3.5.6.2, Consultant shall be responsible for all incidental and consequential damages resulting directly or indirectly, in whole or in part, from Consultant's negligence, recklessness or willful misconduct.

3.5.7 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements.

3.5.8 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be the courts in Los Angeles County.

3.5.9 Time of Essence. Time is of the essence for each and every provision of this Agreement.

3.5.10 City's Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project.

3.5.11 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties.

3.5.12 Assiqnment or Transfer. Neither party shall assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the other party. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer.

3.5.14 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.

3.5.15 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, 13 Attachment B

privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise.

3.5.16 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties.

3.5.19 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of any City Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted.

3.5.20 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker’s Compensation or to undertake self- insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services.

3.5.22 Counterparts. This Agreement may be executed in counterparts, each of which shall constitute one and the same instrument
14 Attachment B

3.5.23 Effect of Conflict
In the event of any conflict, inconsistency, or incongruity between any provision of this Agreement, any of its exhibits, attachments, purchase order, or notice to proceed, the provisions of this Agreement will govern and control.

3.6 Subcontracting.

3.6.1 Prior Approval Required. Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Consultant shall require and verify that all subcontractors maintain insurance meeting all of the requirements set forth in this Agreement. Consultant shall ensure that City is an additional insured as required in Section 3.2.10.4. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. 15 Attachment B

CITY OF DOWNEY,
a California municipal corporation
and charter city
CIR, Inc.,
a California corporation
By:

Mayor
By:

Its:

Ian A Nicholas
President & CEO
Attest:Attest.'
Maria A. Duarte
City Clerk
Secretary
Approved as to Form.Approved as to Form.

Legal Counsel
City Attorney
0119.123859
16 Attachment B

Exhibit "A"
Scope of Services
17 Attachment B

In general, the Consultant will be expected to provide as-needed professional Community Development Department Contract Staffing and Plan Check Services to support the Building and Safety Division, including but not limited to the following:
• Provide Building Division support staff to include building inspector(s), permit technician(s), administrative personnel and on-site plans examiners/engineers on an as-needed basis.
e
•
•
•
•
•
Review all plans and supporting documents submitted for projects for which a permit is requested and/or required.

Prepare reports specifying corrections, if needed, and transmit to applicant.

Ability to review projects and provide comments within timelines specified by the City
Process plan revisions and verify that corrections have been satisfactorily made in a timely manner.

Answer public inquiries by telephone, mail, or in person at a public counter regarding plan reviews, application submittal requirements, etc Review permit applications, plans and specifications for compliance with applicable codes and standards; issue permits for projects; calculate fees in accordance with established fee schedules; input information into permit tracking system. •Coordinate clearance from all departments and determine that all fees have been paid prior to permit issuance and/or permit final/occupancy and utility releases; coordinate the digitizing of plans and blueprints.
•Inspect building, electrical, plumbing, and mechanical installations during the process of building construction, alterations, moving, demolition, repair, or use to with State and City codes, law, and standards, and maintain files and records of inspections.
•Work with City staff to facilitate the development approval process, including but not limited to: attending inter-departmental meetings, meeting with the public, (i.e. developers, designers, architects, residents, etc.), and providing technical support to city staff.
•Consultant staff shall maintain all required licenses and certifications for the duration of the Agreement.
18 Attachment B

Exhibit "B"
Compensation
19 Attachment B

STAFF PERSON TITLE HOURLY RATES
YEARS 1-2
FY 24-25, and
25-26
HOURLY RATES 1 HOURLY RATES,
OPTION 1, YEAR 3 1 OPTION 2, YEAR 4
FY 26.27 1 FY 27-28
Senior Building Inspector $95 ,00
$85.00
$70,00
$ 105.00
$ 95.00
$80,00
§1 10.00
SI 00.00
$85.00
Building Inspector
Senior Building Permit
Technician
Building Permit Technician $65.00
$ 125.00
$ 130.00
$75.00
$135.00
$ 140.00
$80.00
$ 1 40.00
$ 145.00
CASD Certified Personnel
Building Plan Checker -
Engineer
Building Plan
Checker/Reviewer
(non-Engineer)
Structural. Electrical and
Mechanical Engineer
$110.00 $115.00 Sl 20.00
$ 130.00 $ 140.00 $ 145.00
Cornbinabon Inspector
Geotechnical
Engineer/Geologist
Building Administrative
Assistant/Clerical/Secretary
$ 100.00
$220.00
$110.00
$230.00
$115.00
$235.00
$50.00 $60.00 $65.00
Other BuIlding Staff
Building Official
$50.00
$ 130.00
$60.00
$ 1 +0.00
$65.00
$145.00
20 Attachment B

RATES
YEARS 1 .2

RATES I RATES
OPTION 1, YEAR 3 1 OPTION 2, YEAR 4
FY 26.27 1 FY 27-28FY 24-25, and
25-26

BUILDING
Plan Check ServIces
Fee as a percentage of the
City’s collected plan check fee
for a first-time plan check (up to
three {3) revIews)_ This fee
Includes any shipping and
courier services
55oo 550. 559,
Plan Check Services Recheck
Fee for plan check services
provIded for four (4 ) or more plan
reviews/rechecks and above_ No
additional shIppIng or courIer
services fees to be charged
$ 130.00,“hr $130.00/hr $ 130.00/'hr
Reimbursable Expenses:
• Mileage at current IRS rates
21 Attachment B

CITY OF DOWNEY

PROFESSIONAL SERVICES AGREEMENT

WITH INTERWEST CONSULTING GROUP, INC

FOR CONTRACT STAFF SERVICES

1. PARTIES AND DATE.

This Agreement is made and entered into this 25th day of June, 2024 by and between the City of Downey, a California municipal corporation and charter city with its principal place of business at 1 1 111 Brookshire Avenue, Downey California 90241 ("City") and Interwest Consulting Group, Inc., a California Corporation, with its principal place of business at 444 N. Cleveland Avenue, Loveland, CO, 80537 ("Consultant"). City and Consultant are sometimes individually referred to as “Party” and collectively as “Parties.”

2. RECITALS.

2.1 Consultant.

Consultant desires to perform and assume responsibility for the provision of certain professional Contract Staff services required by City on the terms and conditions set forth in this Agreement. Consultant represents that it has demonstrated competence and experience in providing Contract Staff services to public clients, is licensed in the State of California, and is familiar with the plans of City.

2.2 Project.

City desires to engage Consultant to render such services for the Community Development Department Contract Staffing project (“Project”) as set forth in this Agreement.

3. TERMS.

3.1 Scope of Services and Term.

3.1.1 General Scope of Services. Consultant promises and agrees to furnish to City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the Contract Staff services necessary for the Project ("Services"). The Services are more particularly described in Exhibit ’'A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibit attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations.

3.1.2 Term. The term of this Agreement shall be from July 1, 2024 to June 30, 2026, with two (2), one (1 ) year options to extend the Agreement term in writing signed by the City Manager and the Consultant, unless earlier terminated as provided herein.

Attachment C

Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines.

3.2 Responsibilities of Consultant.

3.2.3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of City.

a threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant at the request of the City.

3.2.6 Consultant’s Representative. Consultant hereby designates Paul Meschino, President or his or her designee, to act as its representative for the performance of this Agreement (“Consultant’s Representative”). Consultant’s Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant’s Representative shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.

3.2.8 Standard of Care; Perforrnance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform , at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant’s failure to comply with the standard of care provided for herein. Any employee of the Consultant or its sub-consultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner consistent with the standard of care set forth herein, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project
3 Attachment C

3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all applicable local, state and federal laws, rules and regulations in force at the time the Services are performed by Consultant and in any manner affecting the performance of the Project or the Services, including all applicable Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the applicable indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. Consultant’s violation of such laws, rules and regulations shall also constitute a material breach of this Agreement.

3.2.10 Insurance

3.2.10.2 Minimum Requirements. Consultant shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement, the Services or the Project by the Consultant, its agents, representatives, employees or subcontractors. Consultant shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage:
(A) Minimum Scope of Insurance. (1) Commercial General
Liability (CG Ly. Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis including products and completed operations, property damage, bodily injury and personal and advertising injury; (2) Automobile Liability. Insurance Services Office Form Number CA 0001 covering Code 1 (any auto) or if Consultant owns no autos, Code 8 (hired) and 9 (non-owned); and (3) Workers’ Compensation : Workers’ Compensation insurance as required by the State of California with Statutory Limits; and (4) Employer’s Liability Insurance.
(B) Minimum Limits of Insurance. Consultant shall maintain limits no less than: (1) Commercial General Liability (CGL) : No less than $2,000,000 per occurrence for products and completed operations, bodily injury, property damage and personal and advertising injury. If Commercial General Liability Insurance or other form with 4 Attachment C

general aggregate limit applies, either the general aggregate limit shall apply separately to this Agreement/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: No less than $2,000,000 per accident for bodily injury and property damage; and (3) YWorlcers’ Compensation : Workers’ Compensation limits as required by the Labor Code of the State of California with Statutory Limits; (4) Employer’s Liability: Employer’s Liability limits of no less than $2,000,000 per accident for bodily injury or disease. Employer’s Liability coverage may be waived by the City if City receives written verification that Consultant has no employees.

Technoloqy Professional Liability Errors and Omissions Insurance. If appropriate to the Consultant’s profession and work hereunder, with limits not less than $2,000,000 per occurrence. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by the Consultant in this Agreement and shall include, but not be limited to, claims involving infringement of intellectual property, copyright, trademark, invasion of privacy violations, information theft, release of private information, extortion and network security.

The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations.
a. The Policy shall include, or be endorsed to include, property damage liability coverage for damage to, alteration of, loss of, or destruction of electronic data and/or information “property” of the City in the care, custody, or control of the Consultant. If not covered under the Consultant’s liability policy, such “property” coverage of the City may be endorsed onto the Consultant’s Cyber Liability Policy as covered property as follows:
b. Cyber Liability coverage in an amount sufficient to cover the full replacement value of damage to, alteration of, loss of, or destruction of electronic data and/or information “property” of the City that will be in the care, custody, or control of Consultant. 5 Attachment C

No representation is made that the minimum Insurance requirements of this Agreement are sufficient to cover the indemnity or other obligations of the Consultant under this Agreement.

3.2.10.4 Insurance Endorsements. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms approved by the City to add the following provisions to the insurance policies:
(A) Additional Insured Status. The Commercial General
Liability policy shall be endorsed to state that: (1 ) the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to liability arising from the work, Services, Project or operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work, Services. Project or operations; and (2) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant’s scheduled underlying coverage. Commercial General Liability insurance coverage may be provided in the form of an endorsement to the Consultant’s insurance (at lease as broad as ISO Form CG 20 10 11 85 or both CG 20 10, CG 20 26, CG 20 33 or CG 20 38; and CG 20 37 forms if later revisions are used).
(B) Waiver of Subrogation. Consultant hereby grants to City a waiver of any right to subrogation which any insurer of said Consultant may acquire against the City by virtue of the payment of any loss under said insurance policies set forth herein. Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogatton, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. (C) All Coverages. Each insurance policy required by this Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided, reduced or canceled except with written notice by certified mail, return receipt requested to the City; and (B) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, employees, agents and volunteers.
6 Attachment C

3.2.10.5 Primary Coverage. For any claims related to this Agreement, the Consultant’s insurance coverage shall be primary insurance and primary coverage at least as broad as ISO CG 20 01 04 13 with respect to the City, its directors, officials, officers, employees, agents and volunteers. Any insurance or self-insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Consultant’s insurance and shall not be called upon to contribute with it in any way.

3.2.10.6 Separation of Insureds; No Special Limitations. All insurance required by this Section shall contain standard separation of insureds provisions.

In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the City, its directors officials, officers, employees, agents and volunteers.

3.2.10.10 Claims-Made Policies. If any of the policies provide coverage on a claims-made basis:
(A) The retroactive date must be shown and must be before the date of this Agreement or the date work commences under this Agreement, whichever is earliest; (B) Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the Services provided under this Agreement;
(C) if coverage is canceled, non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the effective date of this Agreement or the date work commences under this Agreement, whichever is earliest, the Consultant 7 Attachment C

must purchase extended reporting coverage for a minimum of five (5) years after completion of the Services under this Agreement.

3.3 Fees and Payments.

3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City.

3.3.4 Extra Work. At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work without written authorization from the City Manager.
[3.3.5 Reserved]
8 Attachment C

3.4 Accounting Records.

3.5 General Provisions.

3.5.1 Termination of Agreement.

The following reasons shall constitute "cause" for which either party may terminate this Agreement as provided herein:

Consultant:

Interwest Consulting Group, Inc.
1 Jenner, Suite 160
Irvine. CA 92618
Phone: (619) 372-9962
Ann: Paul Meschino, President
City :

City of Downey
11111 Brookshire Avenue
Downey, California 90241
Phone: (562) 904-7286
Ann: City Manager
With a courtesy copy to:

3.5.3 Ownership of Materials and Confidentiality.

3.5.6 Indemnification

3.5.6.1 General Indemnification. Except as provided in subdivision

agents, consultants and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of all consequential damages and attorneys’ fees and other related costs and expenses. The Consultant’s duty to indemnify shall extend to any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity that Consultant and/or its personnel are employees of the City, have been misclassified as an independent contractors, or failed to pay any or all necessary state or federal withholdings and/or taxes. Consultant shall defend, at Consultant's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, its directors, officials, officers, employees, agents or volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents or volunteers, in any such suit, action or other legal proceeding. Consultant shall reimburse City and its directors, officials, officers, employees, agents and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultants obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials officers, employees, and agents or volunteers. Consultant shall not be obligated to defend, indemnify or hold the City harmless in any manner whatsoever for any claims or liability arising solely out of the City's own negligent acts, errors or omissions or willful misconduct.

3.5.6.2 Design Professionals. The provisions of this subdivision

3.5.6.2 shall apply only in the event that Consultant is a "design professional" within the meaning of California Civil Code section 2782.8(c). If Consultant is a "design professional" within the meaning of Section 2782.8(c), then, notwithstanding subdivision 3.5.6.1 above, to Civil Code sections 2782 andthe fullest extent permitted by law (including without limitation 2782.6), Consultant shall defend (with legal counsel reasonably acceptable to City), indemnify and hold harmless City and City’s officers, officials, employees, volunteers and agents from and against any Claim that arises out of, pertains to, or relates to, directly or indirectly, in whole or in part, the negligence, recklessness, or willful misconduct of Consultant, any subconsultant, subcontractor or any other person directly or indirectly employed by them, or any person that any of them control, arising out of Consultant's performance of any task or service for or on behalf of City under this Agreement. The Consultant’s duty to indemnify shall extend to any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity that Consultant and/or its personnel are employees of the City, have been misclassified as an independent contractors, or failed to pay any or all necessary state or federal withholdings and/or taxes. Such obligations to defend, hold harmless and indemnify City or any City officers, officials, employees or volunteers shall not apply to the extent that such Claims are caused in part by the sole active negligence or willful misconduct of City or such City officers, officials, employees, volunteers and agents. Consultant's cost to defend City and/or City’s officers, officials, employees or volunteers against any such Claim shall not exceed ntV- -V–--–- - - V r - -r V- --V- '- V I- -- VV'-'xRa V - ' -–--- -- -- - - - -r - -- – -' -–- - -–-- - -l - - – - ’ – - -- P LT –' – –– L /BIn ajl /bJ ajl F\=• nfs n / \ : XL nal ALI u 4 UA in fAn in 1 n : n ann LIn & n n na : AS share of defense costs due to bankruptcy or dissolution of the business, Consultant shall 12 Attachment C

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privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise.

3.5.16 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties.

3.5.20 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker’s Compensation or to undertake self- insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services.

3.5.22 Counterparts. This Agreement may be executed in counterparts, each of which shall constitute one and the same instrument.
14 Attachment C

3.5.23 Effect of Conflict.

3.6 Subcontracting.

CITY OF DOWNEY,
a California municipal corporation
and charter city
Interwest Consulting Group,
a California corporation
f:JAM
By:

Mayor
By:

Paul Meschino
Its: President
Attest.'J„Ja-W
Maria A. Duarte
City Clerk
Secretary
Approved as to Form.Approved as to Form.
9r6
mol
City Attorney
Legal Counsel
0119. 123859
16 Attachment C

Exhibit "A"
Scope of Services
17 Attachment C

In general, the Consultant will be expected to provide professional Community Development Department Contract Staffing - Planning Services for all types of projects, including current and long-range planning projects. The planning services include, but are not limited to the ability to perform the following:
•Providing Planning staffing, including Planning Counter Technicians, Planners of all levels, and Planning administrative personnel to be present at City Hall and hold regular office hours as determined by the City.
•
•
Analyze projects for compliance with the City’s General Plan, zoning ordinance, applicable specific plans, and other policies.

Review and process ministerial applications and discretionary entitlements, such as: Plan Checks, Sign Permits, Conditional Use Permits, Variances, Tentative Maps, and General Plan and Zoning amendments for residential, commercial, mixed-use, and industrial projects, and the like.
•Meet with developers, engineers, property owners, contractors, and other individuals to discuss, advise, explain processes, and suggest improvements regarding potential projects, pre-applications, development applications, feasibility analysis, conceptual development plans, code interpretation, and the like. •
•
•
•
•
•
•
Review all plans and supporting documents submitted for projects for which a permit is requested and/or required.

Prepare reports specifying corrections to plan checks, if needed, and transmit to applicant.

Ability to write Planning Commission and City Council staff reports, resolutions, ordinances, conditions of approval, and give oral presentations.

Attend public hearings and community meetings as necessary.

Analyze projects for CEQA compliance.

Ability to review projects and provide comments within timelines specified by the City
Answer public inquiries by telephone, mail, or in person at a public counter regarding property zoning, and/or General Plan land uses, application submittal requirements, etc.
•Facilitation of special projects, including but limited to drafting zoning code arnendments, utilizing tools for data analysis and scenario planning, and providing architectural review.
18 Attachment C

Exhibit "B"
Compensation
19 Attachment C

STAFF PERSON TITLE HOURLY RATES
YEARS 1.2

HOURLY RATES I HOURLY RATES,
onioN 1. YEAR 3 1 OPTION 2. YEAR 4
FY 26-IF } FY 27-28FY 2G2q and
2&26
PLANNI
Community Devek>Hrlent Dir.$220
$185
$165
$135
$110
$230
$195
$175
$145
$117
$240
$205
$1 85
$1 55
$ 124
Prirnipl Pbnner
Serior Pbnner
Assoclde Planner
Assistant manner
Planning Technician $95 $102 $110
Planning Manager $195 $205 $215
Reimbursable Expenses:
•Expenses incurred will be billed at actual costs plus hourly rate, if applicable.

Reimbursable expenses include but are not limited to:
o Reprographics;
o Postage/certified mailing/s;
o Office supplies (i.e. Compact Discs, flash drives, etc.); and, o Application filing fees.

Approval for reimbursable expenses shall be requested in advance from the City's Representative.
20 Attachment C

CITY OF DOWNEY

PROFESSIONAL SERVICES AGREEMENT
WITH JASON ADDISON SMITH CONSULTING SERVICES, INC.

FOR CONTRACT STAFF AND PLAN CHECK SERVICES

1. PARTIES AND DATE.

This Agreement is made and entered into this 25th day of June, 2024 by and between the City of Downey, a California municipal corporation and charter city with its principal place of business at 1 1 111 Brookshire Avenue, Downey California 90241 ("City") and Jason Addison Smith Consulting Services, Inc. (DBA: JAS Pacific), a California Corporation, with its principal place of business at 201 North Euclid Avenue, Upland, CA 91785 ("Consultant"). City and Consultant are sometimes individually referred to as “Party” and collectively as “Parties."

2. RECITALS.

2.1 Consultant.

2.2 Project.

City desires to engage Consultant to render such services for the Community Development and Fire Departments Contract Staffing and Plan Check project (“Project”) as set forth in this Agreement.

3. TERMS.

3.1 Scope of Services and Term.

3.1.1 General Scope of Services. Consultant promises and agrees to furnish to City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the Contract Staff and Plan Check services necessary for the Project (’'Services"). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibit attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations.

Attachment D

Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines.

3.2 Responsibilities of Consultant.

3.2.2 Schedule of Services. Consultant shall perform the as-needed/on-call Services expeditiously, within the term of this Agreement. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions.

3.2.3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of City.

terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant at the request of the City.

3.2.6 Consultant’s Representative. Consultant hereby designates Christine Champany, Chief Operating Officer or his or her designee, to act as its representative for the performance of this Agreement (“Consultant’s Representative”). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant’s Representative shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.

3.2.8 Standard of Care; Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform , at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant’s failure to comply with the standard of care provided for herein. Any employee of the Consultant or its sub-consultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner consistent with the standard of care set forth herein, shall be promptly removed from the Project by the 3 Attachment D

Consultant and shall not be re-employed to perform any of the Services or to work on the Project,

3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all applicable local, state and federal laws, rules and regulations in force at the time the Services are performed by Consultant and in any manner affecting the performance of the Project or the Services, including all applicable Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the applicable indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. Consultant’s violation of such laws, rules and regulations shall also constitute a material breach of this Agreement.

3.2.10 Insurance

(B) Minimum Limits of Insurance. Consultant shall maintain limits no less than: (1) Commercial General Liability (CGL) : No less than $2,000,000 per occurrence for products and completed operations, bodily injury, property damage and personal and advertising injury. If Commercial General Liability Insurance or other form with general aggregate limit applies, either the general aggregate limit shall apply separately to this Agreement/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: No less than $2,000,000 per accident for bodily injury and property damage; and (3) Workers’ Compensation: Workers’ Compensation limits as required by the Labor Code of the State of California with Statutory Limits; (4) Employer’s Liability: Employer’s Liability limits of no less than $2,000,000 per accident for bodily injury or disease. Employer’s Liability coverage may be waived by the City if City receives written verification that Consultant has no employees.

The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations.
a. The Policy shall include, or be endorsed to include, property damage liability coverage for damage to, alteration of, loss of, or destruction of electronic data and/or information “property” of the City in the care, custody, or control of the Consultant. If not covered under the Consultant’s liability policy, such “property” coverage of the City may be endorsed onto the Consultant’s Cyber Liability Policy as covered property as follows:
5 Attachment D

b. Cyber Liability coverage in an amount sufficient to cover the full replacement value of damage to, alteration of, loss of, or destruction of electronic data and/or information “property” of the City that will be in the care, custody, or control of Consultant. c. The Insurance obligations under this Agreement shall be the greater of 1) all the Insurance coverage and limits carried by or available to the Consultant; or 2) the minimum Insurance requirements shown in this Agreement. Any insurance proceeds in excess of the specified limits and coverage required, which are applicable to a given loss, shall be available to City.

No representation is made that the minimum Insurance requirements of this Agreement are sufficient to cover the indemnity or other obligations of the Consultant under this Agreement.

3.2.10.4 Insurance Endorsements. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms approved by the City to add the following provisions to the insurance policies:
(A) Additional Insured Status. The Commercial General
Liability policy shall be endorsed to state that: (1 ) the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to liability arising from the work, Services, Project or operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work, Services. Project or operations; and (2) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant’s scheduled underlying coverage. Commercial General Liability insurance coverage may be provided in the form of an endorsement to the Consultant’s insurance (at lease as broad as ISO Form CG 20 10 11 85 or both CG 20 10. CG 20 26, CG 20 33 or CG 20 38; and CG 20 37 forms if later revisions are used).
(B) Waiver of Subroqation. Consultant hereby grants to City a waiver of any right to subrogation which any insurer of said Consultant may acquire against the City by virtue of the payment of any loss under said insurance policies set forth herein. Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. (C) All Coveraqes. Each insurance policy required by this Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided, reduced or canceled except with written notice by certified mail, return receipt requested to the City; and (B) any failure to comply with reporting or other provisions of the policies, 6 Attachment D

including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, employees, agents and volunteers.

3.2.10.5 Primary Coverage. For any claims related to this Agreement, the Consultant’s insurance coverage shall be primary insurance and primary coverage at least as broad as ISO CG 20 01 04 13 with respect to the City, its directors, officials, officers, employees, agents and volunteers. Any insurance or self-insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Consultant’s insurance and shall not be called upon to contribute with it in any way.

3.2.10.6 Separation of Insureds; No Special Limitations. All insurance required by this Section shall contain standard separation of insureds provisions.

In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the City, its directors officials, officers, employees, agents and volunteers.

3.2.10.7 Deductibles and Self-Insurance Retentions. Any deductibtes or self-insured retentions must be declared to and approved by the City. City may require Consultant to provide proof of ability to pay losses and related investigations, claim administration and defense expenses and costs within the retention. The policy language shall provide or be endorsed to provide that the self-insured retention may be satisfied by either the named insured or City.

(C) if coverage is canceled, non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the effective date of this Agreement or the date work commences under this Agreement, whichever is earliest, the Consultant must purchase extended reporting coverage for a minimum of five (5) years after completion of the Services under this Agreement.

3.3 Fees and Payments.

3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City.

3.3.4 Extra Work. At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work without written authorization from the City Manager.
8 Attachment D

[3.3.5 Reserved]

3.4 Accounting Records.

3.5 General Provisions.

3.5.1 Termination of Agreement.

The following reasons shall constitute "cause" for which either party may terminate this Agreement as provided herein:
•Substantial failure by the other party to perform in accordance with the terms of this Agreement and through no fault of the terminating party; •
Assignment of this Agreement or transfer of the Project by either party to any other entity without the prior written consent of the other party; Suspension of the Project or the Consultant's Services by the City for more than ninety (90) calendar days, consecutive or in the aggregate, without good cause; Material changes in the conditions under which this Agreement was entered into, the Scope of Services or the nature of the Project, and the failure of the 9 Attachment D

parties to reach agreement on the compensation and schedule adjustments necessitated by such changes.

Consultant:

Jason Addison Smith Consulting Services, Inc
201 North Euclid Ave
Upland, CA 91785
Phone: (909) 843-0552
Attn: Christine Champany, Chief Operating Officer
City :

City of Downey
11111 Brookshire Avenue
Downey, California 90241
Phone: (562) 904-7286
Attn: City Manager
With a courtesy copy to:

3.5.3 Ownership of Materials and Confidentiality.
10 Attachment D

3.5.3.1 Documents & Data; Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement (“Documents & Data”). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City’s sole risk.

3.5.6 Indemnification

3.5.6.1 General Indemnification. Except as provided in subdivision

costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged negligent acts, errors, omissions or willful misconduct of Consultant, its officials, officers, employees, agents, consultants and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of all consequential damages and attorneys’ fees and other related costs and expenses. The Consultant’s duty to indemnify shall extend to any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity that Consultant and/or its personnel are employees of the City, have been misclassified as an independent contractors, or failed to pay any or all necessary state or federal withholdings and/or taxes. Consultant shall defend, at Consultant's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, its directors, officials, officers, employees, agents or volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents or volunteers, in any such suit, action or other legal proceeding. Consultant shall reimburse City and its directors, officials, officers, employees, agents and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials officers, employees, and agents or volunteers. Consultant shall not be obligated to defend, indemnify or hold the City harmless in any manner whatsoever for any claims or liability arising solely out of the City’s own negligent acts, errors or omissions or willful misconduct.

3.5.6.2 Design Professionals. The provisions of this subdivision

3.5.6.2 shall apply only in the event that Consultant is a "design professional" within the meaning of California Civil Code section 2782.8(c). If Consultant is a "design professional" within the meaning of Section 2782.8(c), then, notwithstanding subdivision 3.5.6.1 above, to the fullest extent permitted by law (including, without limitation, Civil Code sections 2782 and 2782.6), Consultant shall defend (with legal counsel reasonably acceptable to City), indemnify and hold harmless City and City’s officers, officials, employees, volunteers and agents from and against any Claim that arises out of, pertains to, or relates to, directly or indirectly, in whole or in part, the negligence, recklessness, or willful misconduct of Consultant, any subconsultant, subcontractor or any other person directly or indirectly employed by them, or any person that any of them control, arising out of Consultant’s performance of any task or service for or on behalf of City under this Agreement. The Consultant’s duty to indemnify shall extend to any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity that Consultant and/or its personnel are employees of the City, have been misclassified as an independent contractors, or failed to pay any or all necessary state or federal withholdings and/or taxes. Such obligations to defend, hold harmless and indemnify City or any City officers, officials, employees or volunteers shall not apply to the extent that such Claims are caused in part by the sole active negligence or willful misconduct of City or such City officers, officials, employees, volunteers and agents. Consultant's cost to defend City and/or City’s officers, officials, employees or volunteers against any such Claim shall not exceed 12 Attachment D

Consultant's proportionate percentage of fault with respect to that Claim; however, pursuant to Civil Code section 2782.8(a), in the event that one or more defendants is unable to pay its share of defense costs due to bankruptcy or dissolution of the business, Consultant shall meet and confer with City (and, if applicable, other parties) regarding any unpaid defense costs. To the extent Consultant has a duty to indemnify City or any City officers, officials, employees, volunteers and/or agents under this subdivision 3.5.6.2, Consultant shall be responsible for all incidental and consequential damages resulting directly or indirectly, in whole or in part, from Consultant's negligence, recklessness or willful misconduct.

3.5.7 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements.

3.5.8 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be the courts in Los Angeles County.

3.5.9 Time of Essence. Time is of the essence for each and every provision of this Agreement.

3.5.10 City's Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project.

3.5.11 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties.

3.5.14 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 13 Attachment D

3.5.15 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise.

3.5.16 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties.

3.5.22 Counterparts. This Agreement may be executed in counterparts, each of which shall constitute one and the same instrument.

3.6 Subcontracting.

CITY OF DOWNEY.
a California municipal corporation
and charter city
Jason Addison Smith Consulting
Services, Inc.

By:

Mayor
By:

Christine Champany
Its: Chief Operating Officer
Attest:Attest
Maria A. Duarte
City Clerk
Secretary
Approved as to Form.Approved as to Form.

Legal Counsel
0119. 123859
16 Attachment D

Exhibit "A"
Scope of Services
17 Attachment D

In general, the Consultant will be expected to provide Professional Community Development and Fire Department Contract Staffing and Plan Check Services, including but not limited to the following:

Building and Safety Division (Community Development)
• Providing Building Division support staff to include building inspector(s), permit technician(s), administrative personnel and on-site plans examiners/engineers on an as-needed basis.
•
•
•
•
•
•
Reviewing all plans and supporting documents submitted for projects for which a permit is requested and/or required.

Preparing reports specifying corrections, if needed, and transmit to applicant.

Ability to review projects and provide comments within timelines specified by the City
Processing plan revisions and verifying that corrections have been satisfactorily made in a timely manner.

Answering public inquiries by telephone, mail, or in person at a public counter regarding plan reviews, application submittal requirements, etc.

Reviewing permit applications, plans and specifications for compliance with applicable codes and standards; issue permits for projects; calculate fees in accordance with established fee schedules; input information into permit tracking system
e Coordinating clearance from all departments and determine that all fees have been paid prior to permit issuance and/or permit final/occupancy and utility releases; coordinate the digitizing of plans and blueprints.
•Inspect building, electrical, plumbing, and mechanical installations during the process of building construction, alterations, moving, demolition, repair, or use to with State and City codes, law, and standards, and maintain files and records of inspections.
e Work with City staff to facilitate the development approval process, including but not limited to: attending inter-departmental meetings, meeting with the public, (i.e. developers, designers, architects, residents, etc.), and providing technical support to city staff.
•Consultant staff shall maintain all required licenses and certifications for the duration of the Agreement.
18 Attachment D

Fire Department
•Performing on-site and off-site plan review of submitted residential, commercial, and industrial (structural and non-structural) building plan and fire suppression, detection, alarm system plans.
•
•
•
Review of plans and supporting documents submitted for projects for which a permit is requested and/or required .

Preparing reports specifying corrections to plan checks, if needed, and transmit to applicant.

Performing combination building and life safety inspections for residential, commercial, and industrial in accordance with the approved documents, adopted codes, and standards.
•
•
•
•
•
•
Witness acceptance testing of fire protection systems.

Ability to write Planning Commission and City Council staff reports, resolutions, ordinances, conditions of approval, and give oral presentations.

Exhibit "B"
Compensation
20 Attachment D

Building and Safety Division (Community Development)

STAFF TITLE HOURLY RATES I HOURLY RATES I HOURLY RATES, YEARS 1.2 1 OPTION I, YEAR 3 1 OPTION 2, YEAR 4
FY 24-25, and 25-26 1 FY 26-27 1 FY 27-28
Senior Building Inspector 51 IS.00
SI 05.00
S95.00
$125.00
$115,DO
$125.00
$115.00BuDding Inspector
Senior Building Permit
Technician $105.OO
$95.00
$125.00
$105.OO
$95.OO
$125.00
Building Permit Technician $85_OO
5125.00
$135.00
CASp Certified Personnel
Building Plan Checker -
Engineer $145.OO 5145,00
Building Plan
Checker/Reviewer
(nohEngineer)
Sl 15.00 $125_00 $125.00
Structural, Electrical and
Mechanical Engineer $145,OO 5155.00
$125.OO
$155.00
5156.00
$125.00
$ 1 55.00
Combination Inspector $115.OO
5145.00
Geotechnical
Engineer/Geologist
Building Administrative
Assistant/Clerbal/Secretary $85.00 $95.OO
$155,00
$95.OO
$ 155.00Building Official $145.OO
21 Attachment D

RATES/HOURLY
RATES

RATES/HOURLY

RATESSERVICE
YEARS 1-2 OPTION 1, YEAR 3 OPTION 2, YEAR 4
Fy 24-25 and 25-26 FY 26-27 FY 27-28
Plan Check Services
Fee as a percentage of the
City's collected plan check
fee for a first-time plan
check (up to three (3)
reviews). This fee includes
any shipping and courier
services .
65%65% 1 65%
Plan Check Services
Recheck
Fee for plan check services
provided for four (4) or more planreviewgrechecks and a Uwe. No acklttional shipping or courier
servicu fees to be charged
SI 15.00/Hr $125.00/Hr 5125 00/Hr
Reimbursable Expenses:
• Mileage at current IRS rates
22 Attachment D

Fire Department
SERVICE/STAFF TrrLE RATES/HOURLY
RATES

RATES/HOURLY
RATES

RATES/HOURLY
RATES
YEARS 1.2 OPTION 1, YEAR 3 1 OPTION 2, YEAR 4
FY 26-27 1 FY 27-28FY 24-25 and 25-26
Plan Check Services
Fee as a percentage of the
City’s collected ptan check
fee for a first-time check and
up to ’I re-check, This fee
sFx)uld include shipping and
courier service.

EOUIVALErrr TO $145,aol EaUIVALENT TO $155.oo 1 EQUIVALENT TO $155 PER HOUR 1 PER HOUR 1 PER HOUR
Plan Check Services
Recheck
Fee fa plan check $ervic%
provichd fa 2nd plan rec;heck/
review arxl above. No
additional shippirw or courier
service fees
$145.00/HOUR S155.tXYHOUR 1 5155,00/HOUR
Fire Inspector $ 105,00/HOUR Sl 15_ca/HOUR 51 15,oorHOUR Fire Plans Examiner $135.00/HOUR $145_OOfHOUR
$l05_oQrHouR
$ 145.00/HOUR
5105.CX)/HOURFire Technician $95.00/HOUR
$85.00/HOUR
Fire Administrative
Assistant/Clerical/Secretary S95.OWHOUR $95_00/HOUR
Reimbursable Expenses:
• Mileage at current IRS rates
23 Attachment D

CITY OF DOWNEY

PROFESSIONAL SERVICES AGREEMENT
WITH SAGECREST PLANNING + ENVIRONMENTAL

FOR CONTRACT STAFF SERVICES
1 . PARTIES AND DATE.

This Agreement is made and entered into this 25th day of June, 2024 by and between the City of Downey, a California municipal corporation and charter city with its principal place of business at 1 1111 Brookshire Avenue, Downey California 90241 ("City") and Sagecrest Planning + Environmental, a California Corporation, with its principal place of business at 27128 Paseo Espada, Suite 1524, San Juan Capistrano, CA 92675 ("Consultant"). City and Consultant are sometimes individually referred to as “Party” and collectively as “Parties.”

2. RECITALS.

2.1 Consultant.

Consultant desires to perform and assume responsibility for the provision of certain professional Contract Staff services required by City on the terms and conditions set forth in this Agreement. Consultant represents that it has demonstrated competence and experience in providing Contract StaR services to public clients, is licensed in the State of California, and is familiar with the plans of City.

2.2 Project.

City desires to engage Consultant to render such services for the Community Development Department Contract Staffing project (“Project”) as set forth in this Agreement.

3. TERMS.

3.1 Scope of Services and Term.

3.1.1 General Scope of Services. Consultant promises and agrees to furnish to City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the Contract Staff services necessary for the Project ("Services"). The Services are more particularly described in Exhibit '’A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibit attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations.

3.1.2 Term. The term of this Agreement shall be from July 1 , 2024 to June 30, 2026, with two (2), one (1) year options to extend the Agreement term in writing signed by Attachment E

the City Manager and the Consultant, unless earlier terminated as provided herein.

Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines.

3.2 Responsibilities of Consultant.

3.2.3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of City.

3.2.6 Consultant’s Representative. Consultant hereby designates Amy Vazquez, President or his or her designee, to act as its representative for the performance of this Agreement (“Consultant’s Representative”). Consultant’s Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant’s Representative shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.

3.2.8 Standard of Care; Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. Any employee of the Consultant or its sub-consultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner consistent with the standard of care set forth herein, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Proiect
3 Attachment E

3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all applicable local, state and federal laws, rules and regulations in force at the time the Services are performed by Consultant and in any manner affecting the performance of the Project or the Services, including all applicable Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the applicable indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. Consultant’s violation of such laws, rules and regulations shall also constitute a material breach of this Agreement.

3.2.10 Insurance

3.2.10.2 Minimum Requirements. Consultant shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement, the Services or the Project by the Consultant, its agents, representatives, employees or subcontractors. Consultant shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage:
(A) Minimum Scope of Insurance. (1) Commercial General
Liability (CG Ly. Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis including products and completed operations, property damage, bodily injury and personal and advertising injury; (2) Automobile Liability-. Insurance Services Office Form Number CA 0001 covering Code 1 (any auto) or if Consultant owns no autos, Code 8 (hired) and 9 (non-owned); and (3) Workers’ Compensation : Workers’ Compensation insurance as required by the State of California with Statutory Limits; and (4) Employer’s Liability Insurance .
(B) Minimum Limits of Insurance. Consultant shall maintain limits no less than: (1) Commercial General Liability (CG L) : No less than $2,000,000 per occurrence for products and completed operations, bodily injury, property damage and personal and advertising injury. If Commercial General Liability Insurance or other form with 4 Attachment E

general aggregate limit applies, either the general aggregate limit shall apply separately to this Agreement/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: No less than $2,000,000 per accident for bodily injury and property damage; and (3) Workers’ Compensation: Workers’ Compensation limits as required by the Labor Code of the State of California with Statutory Limits; (4) Employer’s Liability: Employer’s Liability limits of no less than $2,000,000 per accident for bodily injury or disease. Employer’s Liability coverage may be waived by the City if City receives written verification that Consultant has no employees.

The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations.
a. The Policy shall include, or be endorsed to include, property damage liability coverage for damage to, alteration of, loss of, or destruction of electronic data and/or information “property” of the City in the care, custody, or control of the Consultant. If not covered under the Consultant’s liability policy, such “property” coverage of the City may be endorsed onto the Consultant’s Cyber Liability Policy as covered property as follows:
b. Cyber Liability coverage in an amount sufficient to cover the full replacement value of damage to, alteration of, loss of, or destruction of electronic data and/or information “property” of the City that will be in the care, custody, or control of Consultant S
Attachment E

No representation is made that the minimum Insurance requirements of this Agreement are sufficient to cover the indemnity or other obligations of the Consultant under this Agreement.

3.2.10.4 Insurance Endorsements. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms approved by the City to add the following provisions to the insurance policies:
(A) Additional Insured Status. The Commercial General
Liability policy shall be endorsed to state that: (1 ) the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to liability arising from the work, Services, Project or operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work, Services. Project or operations; and (2) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant’s scheduled underlying coverage. Commercial General Liability insurance coverage may be provided in the form of an endorsement to the Consultant’s insurance (at lease as broad as ISO Form CG 20 10 11 85 or both CG 20 10. CG 20 26, CG 20 33 or CG 20 38; and CG 20 37 forms if later revisions are used).
(B) Waiver of Subroqation. Consultant hereby grants to City a waiver of any right to subrogation which any insurer of said Consultant may acquire against the City by virtue of the payment of any loss under said insurance policies set forth herein. Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. (C) All Coveraqes. Each insurance policy required by this Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided, reduced or canceled except with written notice by certified mail, return receipt requested to the City; and (B) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, employees, agents and volunteers.
6 Attachment E

3.2.10.5 Primary Coverage. For any claims related to this Agreement, the Consultant's insurance coverage shall be primary insurance and primary coverage at least as broad as ISO CG 20 01 04 13 with respect to the City, its directors, officials, officers, employees, agents and volunteers. Any insurance or self-insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Consultant’s insurance and shall not be called upon to contribute with it in any way.

3.2.10.6 Separation of Insureds; No Special Limitations. All insurance required by this Section shall contain standard separation of insureds provisions.

In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the City, its directors officials, officers, employees, agents and volunteers.

3.2.10.10 Claims-Made Policies. If any of the policies provide coverage on a claims-made basis:
(A) The retroactive date must be shown and must be before the date of this Agreement or the date work commences under this Agreement, whichever is earliest; (B) Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the Services provided under this Agreement ;
(C) if coverage is canceled, non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the effective date of this Agreement or the date work commences under this Agreement, whichever is earliest, the Consultant 7 Attachment E

must purchase extended reporting coverage for a minimum of five (5) years after completion of the Services under this Agreement.

3.3 Fees and Payments.

3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City.

3.3.4 Extra Work. At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work without written authorization from the City Manager.
[3.3.5 Reserved]
8 Attachment E

3.4 Accounting Records.

3.5 General Provisions.

3.5.1 Termination of Agreement.

The following reasons shall constitute "cause" for which either party may terminate this Agreement as provided herein:
•
•
+
Substantial failure by the other party to perform in accordance with the terms of this Agreement and through no fault of the terminating party; Assignment of this Agreement or transfer of the Project by either party to any other entity without the prior written consent of the other party; Suspension of the Project or the Consultant's Services by the City for more than ninety (90) calendar days, consecutive or in the aggregate, without good cause; Material changes in the conditions under which this Agreement was entered into, the Scope of Services or the nature of the Project, and the failure of the parties to reach agreement on the compensation and schedule adjustments necessitated by such changes.
9 Attachment E

Consultant:

Sagecrest Planning + Environmental
27128 Paseo Espada, Suite 1524
San Juan Capistrano, CA 92675
Phone: (949) 996-7243
Attn: Amy Vazquez, President
City:

City of Downey
11111 Brookshire Avenue
Downey, California 90241
Phone: (562) 904-7286
Attn: City Manager
With a courtesy copy to:

3.5.3 Ownership of Materials and Confidentiality.

3.5.6 Indemnification

3.5.6.1 General Indemnification. Except as provided in subdivision

3.5.6.2 below which is applicable to “design professionals” only, Consultant shall defend (with counsel acceptable to City), indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death , in any manner arising out of or incident to any alleged negligent acts, errors, omissions or willful misconduct of Consultant, its officials, officers, employees, 11 Attachment E

agents, consultants and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of all consequential damages and attorneys’ fees and other related costs and expenses. The Consultant's duty to indemnify shall extend to any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity that Consultant and/or its personnel are employees of the City, have been misclassified as an independent contractors, or failed to pay any or all necessary state or federal withholdings and/or taxes. Consultant shall defend, at Consultant's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, its directors, officials, officers, employees, agents or volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents or volunteers, in any such suit, action or other legal proceeding. Consultant shall reimburse City and its directors, officials, officers, employees, agents and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials officers, employees, and agents or volunteers. Consultant shall not be obligated to defend, indemnify or hold the City harmless in any manner whatsoever for any claims or liability arising solely out of the City's own negligent acts, errors or omissions or willful misconduct.

3.5.6.2 Design Professionals. The provisions of this subdivision

3.5.6.2 shall apply only in the event that Consultant is a "design professional" within the meaning of California Civil Code section 2782.8(c). If Consultant is a "design professional" within the meaning of Section 2782.8(c), then, notwithstanding subdivision 3.5.6.1 above, to the fullest extent permitted by law (including, without limitation, Civil Code sections 2782 and 2782.6), Consultant shall defend (with legal counsel reasonably acceptable to City), indemnify and hold harmless City and City’s officers, officials, employees, volunteers and agents from and against any Claim that arises out of, pertains to, or relates to, directly or indirectly, in whole or in part, the negligence, recklessness, or willful misconduct of Consultant, any subconsultant, subcontractor or any other person directly or indirectly employed by them, or any person that any of them control, arisIng out of Consultant's performance of any task or service for or on behalf of City under this Agreement. The Consultant’s duty to indemnify shall extend to any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity that Consultant and/or its personnel are employees of the City, have been misclassified as an independent contractors, or failed to pay any or all necessary state or federal withholdings and/or taxes. Such obligations to defend, hold harmless and indemnify City or any City officers, officials, employees or volunteers shall not apply to the extent that such Claims are caused in part by the sole active negligence or willful misconduct of City or such City officers, officials, employees, volunteers and agents. Consultant's cost to defend City and/or City’s officers, officials, employees or volunteers against any such Claim shall not exceed Consultant's proportionate percentage of fault with respect to that Claim; however, pursuant to Civil Code section 2782.8(a), in the event that one or more defendants is unable to pay its share of defense costs due to bankruptcy or dissolution of the business, Consultant shall 12 Attachment E

3.5.7 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements.

3.5.8 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be the courts in Los Angeles County.

3.5.9 Time of Essence. Time is of the essence for each and every provision of this Agreement.

3.5.10 City’s Riqht to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project.

3.5.11 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties.

3.5.14 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.

3.5.15 Waiver. No waiver of any default shall constitute a waiver of any other default or breach. whether of the same or other covenant or condition. No waiver, benefit, 13 Attachment E

privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise.

3.5.16 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties.

3.5.22 Counterparts. This Agreement may be executed in counterparts, each of which shall constitute one and the same instrument
14 Attachment E

3.5.23 Effect of Conflict.

3.6 Subcontracting.

CITY OF DOWNEY,
a California municipal corporation
and charter city
Sagecrest Planning + Environmental,
a California corporation
By:

Mayor
By:

Its:

Amy VaVJe
President
Attest Attest:
a&K
;GUMaria A. Duarte
City Clerk
Approved as to Form.Approved as to Form.

Jan. M. Funk
cRy Attorney
Legal Counsel
0119. 1 23859
16 Attachment E

Exhibit "A"
Scope of Services
17 Attachment E

Review and process ministerial applications and discretionary entitlements, such as: Plan Checks, Sign Permits, Conditional Use Permits, Variances, Tentative Maps, and General Plan and Zoning amendments for residential, commercial, mixed-use, and industrial projects, and the like.
•Meet with developers, engineers, property owners, contractors, and other individuals to discuss, advise, explain processes, and suggest improvements regarding potential projects, pre-applications, development applications, feasibility analysis, conceptual development plans, code interpretation, and the like. •
•
•
•
•
•
•
Review all plans and supporting documents submitted for projects for which a permit is requested and/or required
Prepare reports specifying corrections to plan checks, if needed, and transmit to applicant.

Ability to write Planning Commission and City Council staff reports, resolutions, ordinances, conditions of approval, and give oral presentations.

Attend public hearings and community meetings as necessary.

Analyze projects for CEQA compliance.

Ability to review projects and provide comments within timelines specified by the City
Answer public inquiries by telephone, mail, or in person at a public counter regarding property zoning, and/or General Plan land uses, application submittal requirements, etc.
•Facilitation of special projects, including but limited to drafting zoning code amendments, utilizing tools for data analysis and scenario planning, and providing architectural review
18 Attachment E

Exhibit "B"
Compensation
19 Attachment E

STAFF PERSON TITLE HOURLY RATES
YEARS 1-2
HOURLY RATES 1 HOURLY RATES,
OPTION 1, YEAR 3 1 OPTION 2, YEAR 4
FY 26.27 1 FY 27-28FY 24-25, and

25.26 PLANNING
City Planner $180
8160
5140
S1 20
$185 $190
5170
5148
5127
PrincIpal Planner
Senior Planner
5165
5144
5124Associate Planner
Assistant Planner
$90
580
$93
$82
596
385Planning Technician
PlannIng AdministratIve
Assistant’Clerical,'-Secretary
560 562 S64
Reimbursable Expenses:
•Expenses incurred will be billed at actual costs plus hourly rate, if applicable.

Reimbursable expenses include but are not limited to:
o Reprographics;
o Postage/certified mailing/s;
o Office supplies (i.e. Compact Discs, flash drives, etc.); and, o Application filing fees.

Approval for reimbursable expenses shall be requested in advance from the City's Representative.
20 Attachment E

CITY OF DOWNEY

PROFESSIONAL SERVICES AGREEMENT
WITH SHUMS CODA ASSOCIATES, INC.

FOR CONTRACT STAFF AND PLAN CHECK SERVICES

1. PARTIES AND DATE.

This Agreement is made and entered into this 25tt' day of June. 2024 by and between the City of Downey. a California municipal corporation and charter city with its principal place of business at 1 1 111 Brookshire Avenue, Downey California 90241 ("City") and Shurns Coda Associates, Inc., a California Corporation, with its principal place of business at 5776 Stoneridge MaII Road, Suite 150, Pleasanton, CA 94588 ("Consultant"). City and Consultant are sometimes individually referred to as “Party" and collectively as “Parties.

2. RECITALS.

2.1 Consultant.

2.2 Project.

City desires to engage Consultant to render such services for the Fire Department Contract Staffing and Plan Check project (“Project”) as set forth in this Agreement.

3. TERMS.

3.1 Scope of Services and Term.

3.1.1 General Scope of Services. Consultant promises and agrees to furnish to City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the Contract Staff and Plan Check services necessary for the Project ("Services"). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibit attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations.

3.1.2 Term. The term of this Agreement shall be from July 1, 2024 to June 30, 2026, with two (2), one (1) year options to extend the Agreement term in writing signed by the City Manager and the Consultant, unless earlier terminated as provided herein.

Attachment F

Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines.

3.2 Responsibilities of Consultant.

3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant’s exclusive direction and control, Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance.

3.2.3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of City.

a threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant at the request of the City.

3.2.5 City’s Representative. The City hereby Dan Hurlock, Fire Chief, or his or her designee. to act as its representative for the performance of this Agreement ("City’s Representative”). City’s Representative shall have the power to act on behalf of the City for all purposes under this Contract. Consultant shall not accept direction or orders from any person other than the City’s Representative or his or her designee.

3.2.6 Consultant’s Representative. Consultant hereby designates Christine Godinez, Chief Operating Officer or his or her designee, to act as its representative for the performance of this Agreement (“Consultant’s Representative”). Consultant’s Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement, The Consultant’s Representative shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.

3.2.8 Standard of Care; Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shalt be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant’s failure to comply with the standard of care provided for herein. Any employee of the Consultant or its sub-consultants who is determined by the City to be uncooperative. incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner consistent with the standard of care set forth herein, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project

3.2.9 Laws and Regulations. Consultant shall keep itsetf fully informed of and in compliance with all applicable local, state and federal laws, rules and regulations in force at Attachment F

the time the Services are performed by Consultant and in any manner affecting the performance of the Project or the Services, including all applicable Cal/OSHA requirements. and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the applicable indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. Consultant’s violation of such laws, rules and regulations shall also constitute a material breach of this Agreement.

3.2.10 Insurance

3.2.10.2 Minimum Requirements. Consultant shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement, the Services or the Project by the Consultant, its agents, representatives, employees or subcontractors. Consultant shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage:
(A) Minimum Scope of Insurance. (1 ) Commercial General Liability (CGLy. Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis including products and completed operations, property damage. bodily injury and personal and advertising injury; (2) Automobile Liabilityr. Insurance Services Office Form Number CA 0001 covering Code 1 (any auto) or if Consultant owns no autos, Code 8 (hired) and 9 (non-owned); and (3) Wor;cen’ Compensation : Workers’ Compensation insurance as required by the State of California with Statutory Limits; and (4) Employer’s Liability Insurance.
(B) Minimum Limits of Insurance. Consultant shall maintain limits no less than: (1) Commercial General Liability (CGL): No less than $2,000,000 per occurrence for products and completed operations, bodily injury, property damage and personal and advertising injury. If Commercial General Liability Insurance or other form with general aggregate limit applies, either the general aggregate limit shall apply separately to this Agreement/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be 4 Attachment F

twice the required occurrence limit; (2) Automobile Liability: No less than $2,000,000 per accident for bodily injury and property damage; and (3) Workers’ Compensation: Workers Compensation limits as required by the Labor Code of the State of California with Statutory Limits; (4) Employer’s Liability: Employer's Liability limits of no less than $2,000,000 per accident for bodily injury or disease. Employer’s Liability coverage may be waived by the City if City receives written verification that Consultant has no employees.

3.2.10.3 Professional Liability (Errors & Omissions). Consultant shall procure and maintain, and require its sub-consultants to procure and maintain, for a period of five (5) years following completion of the Services or the Project, errors and omissions liability insurance appropriate to its profession. Such insurance shall be in an amount not less than $2,000,000 per occurrence or claim and $2,000,000 in the aggregate, and shall be endorsed to include contractual liability. If the Consultant maintains broader coverage and/or higher limits than the minimum shown in this subdivision 3.2.10.3, the City requires and shall be entitled to the broader coverage and/or higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City
Technology Professional Liability Errors and Omissions Insurance. If appropriate to the Consultant’s profession and work hereunder, with limits not less than §2,000,000 per occurrence. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by the Consultant in this Agreement and shall include, but not be limited to, claims involving infringement of intellectual property, copyright, trademark, invasion of privacy violations, information theft, release of private information, extortion and network security The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations .
a. The Policy shall include, or be endorsed to include, property damage liability coverage for damage to, alteration of, loss of, or destruction of electronic data and/or information “property" of the City in the care, custody, or control of the Consultant. If not covered under the Consultant's liability policy, such “property” coverage of the City may be endorsed onto the Consultant's Cyber Liability Policy as covered property as follows:
b. Cyber Liability coverage in an amount sufficient to cover the full replacement value of damage to, alteration of, loss of, or destruction of electronic data and/or information “property" of the City that will be in the care, custody, or control of Consultant. c, The Insurance obligations under this Agreement shall be the greater of 1 ) all the Insurance coverage and limits carried by or available to the Consultant; or 2) the minimum Insurance )
Attachment F

requirements shown in this Agreement. Any insurance proceeds in excess of the specified limits and coverage required, which are applicable to a given loss, shall be available to City.

No representation is made that the minimum Insurance requirements of this Agreement are sufficient to cover the indemnity or other obligations of the Consultant under this Agreement.

3.2.10.4 Insurance Endorsements. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms approved by the City to add the following provisions to the insurance policies:
(A) Additional Insured Status. The Commercial General
Liability policy shall be endorsed to state that: (1) the City, its directors, officials, officers. employees, agents and volunteers shall be covered as additional insureds with respect to liability arising from the work, Services, Project or operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work Services. Project or operations; and (2) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying coverage. Commercial General Liability insurance coverage may be provided in the form of an endorsement to the Consultant's insurance (at lease as broad as ISO Form CG 20 10 1 1 85 or both CG 20 10, CG 20 26, CG 20 33 or CG 20 38; and CG 20 37 forms if later revisions are used).
(B) Waiver of Subroqation. Consultant hereby grants to City a waiver of any right to subrogation which any insurer of said Consultant may acquire against the City by virtue of the payment of any loss under said insurance policies set forth herein. Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. (C) All Coveraqes. Each insurance policy required by this Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided, reduced or canceled except with written notice by certified mail, return receipt requested to the City; and (B) any failure to comply with reporting or other provisions of the policies. including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, employees, agents and volunteers.

officials, officers, employees, agents and volunteers. Any insurance or self-insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Consultant’s insurance and shall not be called upon to contribute with it in any way

3.2.10.6 Separation of Insureds; No Special Limitations. All insurance required by this Section shall contain standard separation of insureds provisions In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the City, its directors officials, officers, employees, agents and volunteers.

3.2.10.7 Deductibles and Self-Insurance Retentions. Any deductibles or setf-insured retenHons must be declared to and approved by the City. City may require Consultant to provide proof of ability to pay losses and related investigations, claim administration and defense expenses and costs within the retention. The policy language shall provide or be endorsed to provide that the self-insured retention may be satisfied by either the named insured or City

However, failure to obtain the required documents prior to the commencement of work under this Agreement shall not waive the Consultant*s obligation to provide them to the City. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements, at any time.

3.2.10.10 Claims-Made Policies. If any of the policies provide coverage on a claims-made basis:
(A) The retroactive date must be shown and must be before the date of this Agreement or the date work commences under this Agreement. whichever is earliest:
(B) Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the Services provided under this Agreement;
(C) if coverage is canceled, non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the effective date of this Agreement or the date work commences under this Agreement, whichever is earliest, the Consultant must purchase extended reporting coverage for a minimum of five (5) years after completion of the Services under this Agreement.
7 Attachment F

3.2.11 Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property, in carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life-saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures. trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures.

3.3 Fees and Payments.

3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "B" attached hereto and incorporated herein by reference. Extra Work may be authorized, as described below, and if authorized, said Extra Work will be compensated at the rates and manner set forth in this Agreement
3,3.2 Payment of Compensation. Consultant shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Consultant. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within thirty (30) days of receiving such statement, review the statement and pay all approved charges thereon.

3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City.

3.3.4 Extra Work. At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement, Consultant shall not perform, nor be compensated for, Extra Work without written authorization from the City Manager.
[3.3.5 Reserved]

3.4 Accounting Records.

Attachment F

3.5 General Provisions.

3.5.1 Termination of Agreement.

3.5.1.1 Grounds for Termination. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time either for cause or for the City's convenience and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Consultant may only terminate this Agreement for cause upon giving the City not less than seven (7) calendar days' written notice Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. The City shall within fifteen (15) calendar days following termination pay the Consultant for all services adequately rendered and all reimbursable costs incurred by Consultant up to the date of termination, in accordance with the payment provisions of this Agreement,
The following reasons shall constitute "cause" for which either party may terminate this Agreement as provided herein:

Substantial failure by the other party to perform in accordance with the terrns of this Agreement and through no fault of the terminating party; Assignment of this Agreement or transfer of the Project by either party to any other entity without the prior written consent of the other party; Suspension of the Project or the Consultant’s Services by the City for more than ninety (90) calendar days. consecutive or in the aggregate. without good cause; Material changes in the conditions under which this Agreement was entered into, the Scope of Services or the nature of the Project, and the failure of the parties to reach agreement on the compensation and schedule adjustments necessitated by such changes

3.5.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents 9 Attachment F

and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such Documents and Data and other information within fifteen (15) days of the City's request.

Consultant:

Shums Coda Associates, Inc
5776 Stoneridge MaII Road, Suite 150
Pleasanton, CA 94588
Phone: (925) 400-8760
AHn: Christine Godinez, Chief Operating Officer
City:

City of Downey
11111 Brookshire Avenue
Downey, California 90241
Phone: (562) 904-7286
Ann: City Manager
With a courtesy copy to:

City of Downey
City Attorney's Office
11111 Brookshire Avenue
Downey, California 90241
Such notice shall be deemed made when personally delivered or when mailed, forty- eight (48) hours after deposit in the U.S, Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.

3.5.3 Ownership of Materials and Confidentiality.

drawings or data magneticatly or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement (“Documents & Data”). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk

Such materials shall not. without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City.

3.5.6 Indemnification

3.5.6.1 General Indemnification. Except as provided in subdivision

3.5.6.2 below which is applicable to “design professionals” only, Consultant shall defend (with counsel acceptable to City), indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death , in any manner arising out of or incident to any alleged negligent acts, errors, omissions or willful misconduct of Consultant, its officials, officers, employees, agents, consultants and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of all 11 Attachment F

consequential damages and attorneys’ fees and other related costs and expenses. The Consultant’s duty to indemnify shall extend to any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity that Consultant and/or its personnel are employees of the City, have been misclassified as an independent contractors, or failed to pay any or all necessary state or federal withholdings and/or taxes. Consultant shall defend, at Consultant's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City its directors, officials, officers, employees, agents or volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials. officers, employees, agents or volunteers, in any such suit, action or other legal proceeding. Consultant shall reimburse City and its directors, officials, officers. employees, agents and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any. received by the City, its directors, officials officers, employees, and agents or volunteers. Consultant shall not be obligated to defend, indemnify or hold the City harmless in any manner whatsoever for any claims or liability arising solely out of the City's own negligent acts, errors or omissions or willful misconduct.

3.5.6,2 Design Professionals. The provisions of this subdivision

3.5.6.2 shall apply only in the event that Consultant is a "design professional" within the meaning of California Civil Code section 2782.8(c). If Consultant is a "design professional" within the meaning of Section 2782.8(c), then, notwithstanding subdivision 3.5.6.1 above, to the fullest extent permitted by law (including, without limitation, Civil Code sections 2782 and 2782.6), Consultant shall defend (with legal counsel reasonably acceptable to City), indemnify and hold harmless City and City’s officers, officials, employees, volunteers and agents from and against any Claim that arises out of, pertains to, or relates to, directly or indirectly, in whole or in part, the negligence, recklessness, or willful misconduct of Consultant, any subconsultant, subcontractor or any other person directly or indirectly employed by them, or any person that any of them control, arising out of Consultant’s performance of any task or service for or on behalf of City under this Agreement_ The Consultant's duty to indemnify shall extend to any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity that Consultant and/or its personnel are employees of the City, have been misclassified as an independent contractors, or failed to pay any or all necessary state or federal withholdings and/or taxes. Such obligations to defend, hold harmless and indemnify City or any City officers, officials, employees or volunteers shall not apply to the extent that such Claims are caused in part by the sole active negligence or willful misconduct of City or such City officers, officials, employees, volunteers and agents. Consultant's cost to defend City and/or City's officers, officials, employees or volunteers against any such Claim shall not exceed Consultant's proportionate percentage of fault with respect to that Claim; however, pursuant to Civil Code section 2782.8(a), in the event that one or more defendants is unable to pay its share of defense costs due to bankruptcy or dissolution of the business, Consultant shall meet and confer with City (and, if applicable, other parties) regarding any unpaid defense costs. To the extent Consultant has a duty to indemnify City or any City officers, officials, 12 Attachment F

employees, volunteers and/or agents under this subdivision 3.5.6.2, Consultant shall be responsible for all incidental and consequential damages resulting directly or indirectly. in whole or in part, from Consultant's negligence, recklessness or willful misconduct.

3.5.7 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations. understandings or agreements.

3.5.8 Governinq Law. This Agreement shall be governed by the laws of the State of California. Venue shall be the courts in Los Angeles County

3.5.9 Time of Essence. Time is of the essence for each and every provision of this Agreement.

3.5.10 City's Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project.

3.5.11 Successors and Assiqns. This Agreement shall be binding on the successors and assigns of the parties.

3.5.14 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties

3.5.16 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties.

3.5.19 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of any City Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted.

3.5.20 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker’s Compensation or to undertake self- insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services,

3.5.21 Authority to Enter Aqreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party

3.5.22 Counterparts. This Agreement may be executed in counterparts, each of which shall constitute one and the same instrument.

3.5.23 Effect of Conflict
4 Attachment F

3.6 Subcontracting.

3.6,1 Prior Approval Required. Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Consultant shall require and verify that all subcontractors maintain insurance meeting all of the requirements set forth in this Agreement. Consultant shall ensure that City is an additional insured as required in Section 3.2,10.4. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. 15 Attachment F

CITY OF DOWNEY,
a California municipal corporation
and charter city
Shums Coda Associates, Inc-
a California corporation
Christine GoGhz )
Chief Operating-OfffceF
By:

Mayor
By:

Its:

Attest:Attest:

Maria A. Duarte
City Clerk
Secretary
Approved as to Form.Approved as to Form.
a
M+i. M. Funk
ciTy Attorney
Legal Counsel
O1 19.123859
16 Attachment F

saolmaS JO ad03S
llVll ;!qjL4XlAttachment F

In general, the Consultant shall provide Professional Contract Staff and Plan Check services to support the Fire Department including, but not limited to the following:
•Performing on-site and off-site plan review of submitted residential, commercial, and industrial (structural and non-structural) building plan and fire suppression, detection, alarm system plans.
©
•
•
Review of plans and supporting documents submitted for projects for which a permit is requested and/or required .

Preparing reports specifying corrections to plan checks, if needed, and transmit to applicant
Performing combination building and life safety inspections for residential, commercial, and industrial in accordance with the approved documents, adopted codes, and standards.
•
e
@
•
•
•
Witness acceptance testing of fire protection systems
Ability to review projects and provide comments within timelines specified by the City
Answer public inquiries by telephone, mail, or in person at a public counter regarding plan reviews, application submittal requirements, etc Ability to write Planning Commission and City Council staff reports, resolutions, ordinances, conditions of approval, and give oral presentations Enforce State and City fire prevention and life safety laws; issues notice of violations, citations; participates in informal and formal enforcement actions Ability to work conjointly with the Fire Marshal and other City Departments on projects and services.
18 Attachment F

Exhibit "B"
Compensation
19 Attachment F

SERVICE/STAFF TITLE

RATES/HOURLY
RATES

RATES/HOURLY
RATES
YEARS 1'2 1 OPTION 1. YEAR 3
FY 24-25 and 25-26 FY 26-27
OPTION 2, YEAR 4
FY 27.28
Plan Check Services
Fee as a peFcentaqe of the
City's collected plan check
fee of a first-time check and
up to 1 re-check. This fee
should include shipping and
CDU Fler service
4596 for 1 ’ review 1 45c?b for 1 st review
and a single recheck I and a single recheck
45 qb for ’Ist re\,'ie'.'/
and a single
rect-,eck
Plan Check Services
Recheck
Fee for plan check
services provided for 2"i
plan recheck and above
$'1 90,"' hour $1 95," hour $200.' hour
Fire I nsp'ector $1 90,'' hour $-1 95/ hour $200,; haul Fire Plans Examiner I $190,,- hour I $195,.' hour I $20D.„ hour Fire Technician $160..; hour {;1 65,'’ hour $ 1 70.' hour Fire Administrative
Assistant.'Clerical';Secretary $75.’ hour $80/ hour $B5.;' hour Other Fire Staff FPE Services:
$190 - $2S10
FP E Services:
$200 - 8300
FPE Services
$210 - $3 10
Reimbursable Expenses:
• Mileage at current IRS rates
20 Attachment F

crrY OF DOWNEY

PROFESSIONAL SERVICES AGREEMENT

WITH WILLDAN ENGINEERING

FOR CONTRACT STAFF SERVICES

1. PARTIES AND DATE.

This Agreement iS made and entered into this 25111 day of June, 2024 by and between the City of Downey, a California municipal corporation and charter city with its principal place of business at 11111 Brookshire Avenue, Downey California 90241 (-City-) and Willdan Engineering, a California Corporation, with its principal p{ace of business at 13191 Crossroads Parkway North, Suite 405, Industry, CA 91746 ("Consultant"). City and Consultant are sometimes individually referred to as “Party” and collectively as -Parties.”

2. RECITALS.

2.1 Consultant.

Consultant desires to perform and assume responsibility for the provision of certain professional Contract Sta# services required by City on the terms and conditions set forth in this Agreement. Consultant represents that it has demonstrated oompetence and experience in providing Contract Staff services to public clients, is licensed in the State of California, and is familiar with the plans of City.

2.2 Project.

City desires to engage Consultant to render such services for the Comrnunity Development Department Contract Staffing project (-Project”) as set forth in this Agreement.

3. TERMS.

3.1 Scope of Services and Term.

3.1.1 General S,@pe of Servicqs. Consultant promises and agrees to furnish to City all labor, materials, tools, equipment, services, and incidental and alstomary work necessary to fully and adequately supply the Contract Staff services necessary for the Project (-Services-). The Services are more particularly described in Exhibit -A- attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibit attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations.

Attachment G

Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines.

3.2 ResponsIbilities of Consultant.

3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant’s exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connectIon with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disabitity insurance, and workers' compensation insurance.

3.2.2 Schedule of Services. Consultant shall perforrn the on€alt/as-needed Services expeditiously, within the term of this Agreement. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions.

3.2.3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of City.

3.2.4 Substitution of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Shalld one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or 2 Attachment G

a threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant at the request of the City.

3.2.5 City’s Representative. The City hereby Irma Huitron, DIrector of Community Development, or his or her designee, to act as its representative for the performanoe of this Agreement (-City’s RepnsentaHve-). City’s Representative shall have the power to act on behalf of the City for all purposes under this Contract. Consultant shall not accept direction or orders from any person other than the City's Representative or his or her de$ignee.

3.2.6 Consultant's Representative. Consultant hereby designates Salvador Lopez Jr., DIrector of PlannIng or his or her designee, to act as its representative for the performance of this Agreement (“Consultant’s Representative-}. Consultant’s Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.

3.2.7 Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City’s staff, consultants and other staff at all reasonable times.

3.2.8 Standard of Care; Performance of EmPloyees. Consultant shall perform alt Services under this Agreement in a skiltfut and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subcontractors shall have sufficient skill and experionc8 to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subcontractors have all licenses, perrnits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement, As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant’s failure to comply with the standard of care provided for herein. Any employee of the Consultant or its sub-consultants who is determined by the City to be uncooperative, inoompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner consistent with the standard of care set forth herein. shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project
3 Attachment G

3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all applicable local, state and federal laws, rules and regulations in force at the time the Servi ns are perfonned by Consultant and in any manner aRe cHing the performance of the Project or the Servioes, including all applicable Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be oontrary to such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely responsible for all oosts arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the applimble indemntfication provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, IUles or regulations. Consultants violation of such laws. rules and regulations shall also constitute a material breach of this Agreement.

3.2.10 Insurance

3.2.10.1 mmu for Compliance. Consultant shall not commence the Services or the Project under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Consultant shall not allow any subcontractor to oommence work on any subcontract until it has provided evidence satisfactory to the City that the suboontractor has secured an insurance required under this section. The City reserves the right to modIfy these requirements, including limits, based on the nature of the risk, prior experience with insurer, coverage or other special circumstances.

3.2.IC).2 Minimum Requirements. Consultant shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement, the Services or the Project by the Consultant, its agents, representatives, employees or subcontractors. Consultant shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage:
(A) Minimum Scope of Insurance. (1) Commercial General
Liability (CGLy. Insurance Services Office Form CG 00 01 covering CGL on an "occurrence” basis including products and completed operations, property damage, bodily injury and personal and advertising injury; (2) Autornobile LIability Insurance Services Office Form Number CA 0001 covering Code 1 (any auto) or if Consuttant owns no autos, Code 8 (hired) and 9 (nor\owned); and (3) Worken’ Compensation : Workers’ Compensation insurance as required by the State of California with Statutory Limits; and (4) Employer's Liability Insurance.
(B) Minimum Limits of Insurance. Consultant shall maintain limits no less than: (1) Commercial General Liability (CGL): No less than $2,000,000 per occurrence for products and completed operations, bodily injury, property damage and personal and advertising injury. If Commercial General Liability Insurance or other form with 4 Attachment G

general aggregate limit applies, eith6r the general aggregate limit shall apply separately to this Agreement/london (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit: (2) Automobile Liability: No less than $2,000,000 per accident for bodily injury and property damage; and (3) PPo/tors’ Compensation.' Workers' Compensation limits as required by the Labor Code of the State of California with Statutory Limits; (4) Employer’s Liability: Employer’s Liability limits of no less than $2,000.000 par accident for bodily injury or disease. Employer’s LIability coverage may be waived by the City if City receives written verification that Consultant has no employees.

If the Consultant maintains broader coverage and/or higher limits than the minimum shown in this subdivision 3.2.10.2, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minirnum limits of insurance and coverage shall be available to the cny

3.2.10.3 Professional Liability {Errors & Omissions). Consultant shall procure and maintain, and require its sub-consultants to procure and maintain, for a period of five (5) years following completion of the Services or the Project, errors and omissions liability insurance appropriate to its profession. Such insurance shall be in an amount not less than $2,000,000 per occurrence or claim and $2,000,000 in the aggregate, and shall be endorsed to include contractual liability. If the Consultant maintains broader coverage and/or higher limits than the rninimum shown in this subdivision 3.2.10.3, the City requires and shall be entitled to the broader coverage and/or higher limits rnaintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.

Technology Professional Liability Errors and Omissions Insurance. If appropriate to the Consultant's profession and work hereunder, with limits not less than $2,000,000 per oocurrence. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by the Consultant in this Agreement and shall include, but not be limited to, claims involving infringement of intellectual property, copyright, tradernark, invasion of privacy violations, information theft, release of private information, extortion and network security.

The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations.
a. The Policy shall include, or be endorsed to include, property damage liability coverage for damage to, alteration of, loss of, or destruction of electronic data and/or information "property” of the City in the care, custody, or control of the Consultant. If not covered under the Consultant's liability policy, such “property- coverage of the City may be endorsed onto the Consultant's Cyber Liability Policy as covered property as follows:
b. Cyber Liability coverage in an amount sufficient to cover the full replacement value of damage to, alteration of, loss of, or destruction of electronic data and/or information "property” of the City that will be in the care. custody, or control of Consultant. 5 Attachment G

c. The Insurance obligations under this Agreement shall be the greater of 1 ) all the Insurance coverage and limits carried by or available to the Consultant; or 2) the minimum Insurance requirements shown in this Agreement. Any insurance prooeeds in exoess of the specified limits and ooverage required, which are applicable to a given loss, shall be available to City.

No representation is made that the minimum Insurance requirements of this Agreement are sufficient to oover tho indemnity or other obligations of the Consultant under this Agreement.

3.2.10.4 Insurance Endorsements. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms approved by the City to add the following provisions to the insurance policies:
(A) Additional Insured Status. The Commercial General
Liability policy shall be endorsed to state that: (1 ) the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to liability arising from the work, Services, Project or operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work, Services. Project or operations; and (2) the insurance coverage shall be primary insurance as respects the City, its directors, officials. officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant’s scheduled underlying coverage. Commercial General Liability insurance coverage may be provided in the form of an endorsement to the Consultant's insurance (at lease as broad as ISO Form CG 20 10 11 85 or both CG 20 10. CG 20 26, CG 20 33 or CG 20 38; and CG 20 37 forms if later revisions are used).
(B) Waiver of Subroqation. Consultant hereby grants to City a waiver of any right to subrogation which any insurer of said Consultant may acquire against the City by virtue of the payment of any loss under said insurance policies set forth herein. Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. (C) All Coverages. Each insurance policy required by this Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided. reduced or canceled except with written notice by certified mail, return receipt requested to the City; and (B) any failure to oomply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, employees, agents and volunteers.
6 Attachment G

3.2.10.5 Prirnary Coverage. For any claims related to this Agreement, the Consultant's insurance coverage shall be primary insurance and primary coverage at least as broad as ISO CG 20 01 04 13 with respect to the City, its directors, offidats, officers, employees, agents and volunteers. Any insurance or self-insurance maintained by the City, its directors, officials, officers. employees, agents and volunteers shall be excess of the Consultant’s insurance and shall not be called upon to contribute with it in any way.

3.2.10.6 Separation of Insureds; No Special Limitations. All insurance required by this Section shall contain standard separation of insureds provisions.

In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the City, its directors officials, officers, employees, agents and volunteers,

3.2.10.7 Deductibies and Self-Insurance Rotentions. Any deductibles or self-insured retentions must be declared to and approved by the City. City may require Consultant to provide proof of ability to pay losses and related investigations, claim administration and defense expenses and costs within the retention. The policy language shall provide or be endorsed to provide that the seFf-insured retention may be satisfied by either the named insured or City.

3.2.10.8 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. B8st's rating no less than A:VII, authorized to do business in California, and satisfactory to the City.

3.2.10.9 Verification of Coverage. Consultant shall furnish City with original certificates of insurance, including all requir8d amendatory 8ndorsernents (or copies of the applicable policV language effective coverage required by this provision) and a copy of the Declarations and Endorsement Page of the Commercial General Liability policy listing all policy endorsements to the City before the commencement of work under this Agreement.

However, failure to obtain the required documents prior to the cornmencoment of work under this Agreement shall not waive the Consultant's obligation to provide them to the City. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements, at any time.

3.2.10.10 Claims-Made Policies. If any of the policies provide coverage on a claims-made basis:
(A) The retroactive date must be shown and must be before the date of this Agreement or the date work commences under this Agreement, whichever is earliest; (B) Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the Services provided under this Agreement;
(C) if coverage is canceled. non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the effective date of this Agreement or the date work commences under this Agreement, whichever is earliest, the Consultant 7 Attachment G

must purchase extended reporting coverage for a minimum of five (5) years after completion of the Services under this Agreement.

3.2.11 Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carTytng out its Servic8s, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shaH include, but shall not be limited to: (A) adequat8 life protection and life-saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall prot8ction ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures.

3.3 Fees and Payments.

3.3.1 Compensation. Consultant shall reoeive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "B- attached hereto and incorporated heroin by reference. Extra Work may be authorized, as described below, and if authorized, said Extra Work will be compensated at the rates and manner set forth in this Agreement.

3.3.2 Payment of Compensation. Consultant shall submit to City a monthly itemized statement whIch indicates work completed and hours of Services rendered by Consultant. The statement shall describe the amount of Services and supplies provided since the initial commancement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within thirty (30) days of receiving such statement, review the statement and pay all approved charges thereon.

3.3.3 Reimbursement for Expenses, Consultant shall not be reimbursed for any expenses unless authorized in writing by City.

3.3.4 Extra Work. At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work- means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work without written authorization from the City Manager.
[3.3.5 Reserved]
8 Attachment G

3.4 Accounting Records.

3.4.1 Maintenance and Inspection. Consultant shall maintain complete and acalrate records with respect to all costs and expenses inalrred under this Agreement. All such records shall be clearly identifiabl6. Consultant shall allow a representative of City during normal business hours to examine. audit. and make transcripts or oopies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, pro@edings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement.

3.5 General ProvIsIons.

3.5.1 Termination of Agreement.

3.5.1.1 Grounds for Termination. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time either for cause or for the City’s convenience and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Consultant may only terminate this Agreement for cause upon giving the City not less than seven (7) alendar days' written notice.

The following reasons shall constitute "cause" for which either party may terminate this Agreement as provided herein :
•Substantial failure by the other party to perform in accordance with the terms of this Agreement and through no fault of the terminating party; •Assignment of this Agreement or transfer of the Project by either party to any other entity without the prior written consent of the other party; •Suspension of the Project or the Consultant's Services by the City for more than ninety (90) calendar days, consecutive or in the aggregate, without good cause; •Material changes in the conditions under which this Agreement was entered into, the Scope of Servioes or the nature of the Project, and the failure of the parties to reach agreement on the compensation and schedule adjustments neoessitated by such changes.
9 Attachment G

Consultant:

Willdan Engineering
13191 Crossroads Parkway North, Suite 405
Industry, CA 91746
Phone: (562) 908-6200
Attn: Salvador Lopez Jr., Director of Planning
City:

City of Downey
1111 1 Brookshire Avenue
Downey, California 90241
Phone: (562) 904-7286
AHn: City Manager
With a courtesy copy to:

City of Downey
City Attorney's Office
11111 Brookshire Avenue
Downey, California 90241
Such notice shall be deemed made when personally delivered or when mailed, forty- eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.

3.5.3 Ownership of Materials and Confidentiality.

3.5.3.1 Documents & Data; Licensing of Intellectual Property. This Agreement creates a nonexclusive and perpetual license for City to oopy, use, modify, reuse, or suk>license any and all copyrights, designs, and other intellectual property embodied 10 Attachment G

in plans, specifications, studies, drawings. estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a nonexclustve and perpetual lioense for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consuttant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk.

Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is gen8rally known, or has become known, to the related industry shaH be deemed confidential.

Consultant shall not use City’s name or insignia, photographs of the Project. or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City.

3.5.4 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional dowments as may be necessary, appropriate or convenient to attain the purposes of this Agreement.

3.5.5 Attorney's Fees. In the event of any litigation, whether in a court of law, administrative hearing, arbitration, or otherwise, arising from or related to this Agreement of the services provided under this Agreement, the prevailing party shall be entitled to recover from the non'prevailing party all reasonable costs incurred, including staff time, court costs, attorneys' fees and all other related expenses in such litigation.

3.5.6 Indemnifiation

3.5.6.1 General Indemnification. Except as provided in subdivision

3.5.6.2 below which is applicable to "design professionals” only, Consultant shall defend (with counsel acceptable to City), indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands. causes of action. costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons. induding wrongful death, in any manner arising out of or incident to any alleged negligent acts, errors, omissions or willful misconduct of Consultant, its officials, officers, employees, 11 Attachment G

agents, consultants and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payrnont of all consequential damages and attorneys’ fees and other r8lated costs and expenses. The Consultant's duty to indemnify shall extend to any and all claims, demands, causes of action, oosts, expenses, liability, loss, damage or injury, in law or 8quity that Consultant and/or its personnel are employees of the City, have been misclassified as an independent oontractors, or failed to pay any or all necessary state or federal withholdings and/or taxes. Consultant shaH defend, at Consultant's own cost, expense and risk, any and all such aforesaid suIts, actions or other legal proceedings of every kind that may be brought or instituted against City, its directors, officials, officers, employees, agents or volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents or volunteers, in any such suit, action or other loyal proceeding. Consultant shall reimburse City and its directors, officials, officers, employees, agents and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance promeds, if any, received by the City, its directors, officials officers, employees, and agonts or volunteers. Consultant shall not be obligated to defend, indemnify or hold the City harmless in any manner whatsoever for any claims or liability arising solely out of the City's own negligent acts. errors or omissions or willful misconduct.

3.5.6.2 Design Professionals. The provisions of this subdivision

3.5.6.2 shall apply only in the event that Consultant is a -design professional- within tho meaning of California Civil Code section 2782.8(c). If Consultant is a -design professional" within the meaning of Section 2782.8(c), then, notwithstanding subdivision 3.5.6.1 above, to the fullest extent permitted by law (including. without limitation, Civil Code sections 2782 and 2782.6), Consultant shall defend (with legal counsel reasonably acceptable to City), indemnify and hold harmless City and City's offic6rs, officials, employees, volunteers and agents from and against any Claim that arises out of, pertains to, or relates to, directly or indirectly, in whole or in part, the negligence. recklessness, or willful misconduct of Consultant, any subconsultant, subcontractor or any other person directly or indirectly employed by them, or any person that any of them control, arising out of Consultant's performance of any task or service for or on behalf of City under this Agreement. The Consultants duty to indemnify shall extend to any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity that Consultant and/or its personnel are employees of the City. have been misclassified as an independent contractors, or failed to pay any or all necessary state or federal withholdings and/or taxes. Such obligations to defend, hold harmless and indemnify City or any City officers, officials, employees or volunteers shall not apply to the extent that such Claims are mused in part by the sole active n691igonce or wilful misconduct of City or such City officers, officials, employees, volunteers and agents. Consultants cost to defend City and/or City's officers, officials, employees or volunteers against any such Claim shall not exceed Consultant's proportionate percentage of fault with respect to that Claim; however, pursuant to Civil Code section 2782.8(a), in the event that one or more defendants is unable to pay its share of defense costs due to bankruptcy or dissolution of the business, Consultant shall 12 Attachment G

meet and confer with City (and. if applimble, other parties) regarding any unpaid defense costs. To the extent Consultant has a duty to indemnify City or any City officers, officials. employees, volunteers and/or agents under this subdivision 3.5.6.2, Consultant shall be responsible for all incidental and consequential damages r8sultin9 directly or indirectly, in whole or in part, from Consultanfs negligenc8, recklessness or willful mismnduct.

3.5.7 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements.

3.5.8 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be the courts in Los Angeles County.

3.5.9 Time of Essence. Time is of the essence for each and every provision of thb Agreement.

3.5.10 City's Right to Ernploy Other Consultants. City reserves right to employ other consultants in connection with this Project.

3.5.11$uccessors and Assigns. This Agreement shall be binding on the suaessors and assigns of the parties.

3.5.12 Assignment or Transfer. Neither party shall assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the other party. Any attempt to do so shall be null and void. and any assignees, hypothecates or transferees shall aa;uire no right or interest by reason of such attempted assignment, hypothemtion or transfer.

3.5.13 Construction; References; Captions. Since tho Parties or their ag8nts have partidpated fully in the preparation of this Agreement. the language of this Agreernent shall be construed simply, according to its faIr meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subcontractors of Consultant, except as otherwise specified in this Agreement.

All references to City include its elected officials, officers. employees, agents and volunteers except as otherwise specIfied in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.

3.5.14 Amendrnent; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.

3.5.15 W4iver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, 13 Attachment G

privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise.

3.5.16 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties.

3.5.17 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or othorwiso unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

3.5.18 Prohibited Intor8sts. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreernent. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee. commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agroement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, offIcer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

3.5.19 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any suboontractor, employee or applicant for employment because of race, religion, color, national origin, handimp, ancestry, sex or age. Such nondiscrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotbn, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of any City Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter ona cHad.

3.5.20 Labor Certtfiution. By its signature hereunder, Consultant corttfies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker’s Compensation or to undertake self- insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services.

3.5.21 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have sIgned this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party.

3.5.22 Counterparts. This Agreement may be executed in counterparts, each of which shall constitute one and the same instrument.
14 Attachment G

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aq) 'pOOOOJd o+ 831 lou JO 'J8pJO 8setl3Jnd 's+uaLuq3qle 's)!qlqxo s)! JO Aue '+uoLu8ai6v sly) JO UOjSjAOJd 4ue uooM}eq A}!nJ6u03u! JO 'A9ue)s!$uoou! 'pluuoo Aug JO }ueAa aq ul L £Z-g'€Attachment G

CITY OF DOWNEY,
a CaIIfornia munIcipal corporation
and charter city
Willdan EngIneering,
a California corporation
Mayor
Its:

Attest:Attest.'
Maria A. Duarte
City Clerk
Approved as to Form.Approved as to Form.

M%.tJ
M. Funki
City Attorney
Legal Counsel
0119,123859
16 Attachment G

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el
gktgO=a
ael Attachment G

Consultant is expected to provide professional Community Development Department Contract Staffing - Planning Services for all types of projects, including current and long- range planning projects. The planning services include, but are not limited to the ability to polform the following:
•Providing Planning staffing, including Planning Counter Technicians, Planners of all levels, and Planning administrative personnel to be present at City Hall and hold regular office hours as determined by tho City.
e
•
Analyze projects for compliance with the City’s General Plan, zoning ordinanoe, applicable specific plans, and other policies.

Review and process ministerial applications and discretionary entitlements, such as: Plan Checks, Sign Permits, Conditional Use Permits, Variances, Tentative Maps, and General Plan and Zoning amendments for residential, commercial, mixed-use, and industrial projects, and the like.
e Meet with developers, engineers, property owners, contractors, and other individuals to discuss, advise, explain proasses, and su99ost improvements regarding potential projects. proapplications. development applications, feasibility analysis, conceptual development plans, code interprotation, and the like. •
e
•
•
•
•
•
Review all plans and supporting documents submitted for projects for which a permit is requested and/or required.

Prepare reports specifying corrections to plan checks, if needed, and transmit to applicant .

Ability to write Planning Commission and City Council staff reports, resolutions, ordinances, conditions of approval, and give oral presentations.

Attend public hearings and oommunity meetings as necessary.

Analyze projects for CEQA compliance.

Ability to review projects and provide comments within timelines specified by the City
Answer public inquiries by telephone, mail, or in person at a public counter regarding property zoning, and/or General Plan land uses, application submittal requirements, etc.
•Facilitation of special projects, including but limited to drafting zoning code arnendments, utilizing tools for data analysis and scenario planning, and providing architectural review.
18 Attachment G

61 uo!)e$uedwo')
nOn llqlt{X3Attachment G

srAFFPERsoNTrrLE }HURLYRATEs . HOURLYRATB I HOURLYRATES, YEARSI.2 ' OPnONI,YEAR3 IOPrDN&YEAR4
rYan ! FY&n ! FY 27-28
Hd&26
aN nanner
ntuipal Pbnner
$211/tv
$lntrr
Mr
$219Arr $22Ulv
mt
$2a7Ar
emF
Set+>r fqanner $199Av
$179hr
$1HYhr
Asu>cUte Manner $16&hr
$15&hr
$1 82aIr
$166hrAsgstantPhnner
PhnnhgT%hnbian $12:nrr
$95/hr
$r2whr
$99+r
$13:aIr
$lo:allFqandng Adrnini8tratho
AsdaantEbrWSuntay
Reimbursable Expenses:
0 Expenses incurred will be billed at actual oosts plus hourly rate, if applicable.

Reimbursablo expenses include but are not limited to:
o Reprographics;
o Postage/certified mailing/s;
o Office supplies (i.e. Compact Discs, flash drives, etc.); and. o Application filing fees.

Approval for reimbursable expenses shall be requested in advance from the City's Representative.

Attachment G

CITY OF DOWNEY

PROFESSIONAL SERVICES AGREEMENT
WITH THE CODE GROUP, INC.

FOR CONTRACT STAFF AND PLAN CHECK SERVICES

1. PARTIES AND DATE.

This Agreement is made and entered into this 25th day of June, 2024 by and between the City of Downey, a California municipal corporation and charter city with its principal place of business at 1 1111 Brookshire Avenue, Downey California 90241 ("City") and The Code Group, Inc. (dba VCA Code), a California Corporation, with its principal place of business at 1845 W. Orangewood Avenue, #210, Orange, CA 92868 ("Consultant"). City and Consultant are sometimes individually referred to as “Party” and collectively as “Parties.

2. RECITALS.

2.1 Consultant.

2.2 Project.

City desires to engage Consultant to render such services for the Community Development and Fire Departments Contract Staffing and Plan Check project (“Project”) as set forth in this Agreement.

3. TERMS.

3.1 Scope of Services and Term.

3.1.1 General Scope of Services. Consultant promises and agrees to furnish to City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the Contract Staff and Plan Check services necessary for the Project ("Services'’). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibit attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations.

3.1.2 Term. The term of this Agreement shall be from July 1, 2024 to June 30, 2026, with two (2), one (1 ) year options to extend the Agreement term in writing signed by Attachment H

the City Manager and the Consultant, unless earlier terminated as provided herein.

Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines.

3.2 Responsibilities of Consultant.

3.2.2 Schedule of Services. Consultant shall perform theon-call/as-needed Services expeditiously, within the term of this Agreement. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions.

3.2.3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of City.

3.2.6 Consultant’s Representative. Consultant hereby designates Tom VanDorpe, Chief Executive Office/President or his or her designee, to act as its representative for the performance of this Agreement (“Consultant’s Representative”).

Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant’s Representative shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.

3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all applicable local, state and federal laws, rules and regulations in force at the time the Services are performed by Consultant and in any manner affecting the performance of the Project or the Services, including all applicable Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the applicable indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. Consultant’s violation of such laws, rules and regulations shall also constitute a material breach of this Agreement.

3.2.10 Insurance

3.2.10.2 Minimum Requirements. Consultant shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement, the Services or the Project by the Consultant, its agents, representatives, employees or subcontractors. Consultant shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage:
(A) Minimum Scope of Insurance. (1) Commercial General
Liability (CG L)-. Insurance Services Office Form CG 00 01 covering CGL on an “occurrence’ basis including products and completed operations, property damage, bodily injury and personal and advertising injury; (2) Automobile Liability-. Insurance Services Office Form Number CA 0001 covering Code 1 (any auto) or if Consultant owns no autos, Code 8 (hired) and 9 (non-owned); and (3) Workers’ Compensation : Workers’ Compensation insurance as required by the State of California with Statutory Limits; and (4) Employer’s Liability Insurance.
(B) Minimum Limits of Insurance. Consultant shall maintain limits no less than: (1 ) Commercial General Liability (CG L) : No less than $2,000,000 per occurrence for products and completed operations, bodily injury, property damage and personal and advertising injury. If Commercial General Liability Insurance or other form with 4 Attachment H

general aggregate limit applies, either the general aggregate limit shall apply separately to this Agreement/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: No less than $2,000,000 per accident for bodily injury and property damage; and (3) YYor/cers’ Compensation : Workers’ Compensation limits as required by the Labor Code of the State of California with Statutory Limits; (4) Employer’s Liability: Employer’s Liability limits of no less than $2,000,000 per accident for bodily injury or disease. Employer’s Liability coverage may be waived by the City if City receives written verification that Consultant has no employees.

The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations.
a. The Policy shall include, or be endorsed to include, property damage liability coverage for damage to, alteration of, loss of, or destruction of electronic data and/or information “property” of the City in the care, custody, or control of the Consultant. If not covered under the Consultant’s liability policy, such “property” coverage of the City may be endorsed onto the Consultant’s Cyber Liability Policy as covered property as follows:
b. Cyber Liability coverage in an amount sufficient to cover the full replacement value of damage to, alteration of, loss of, or destruction of electronic data and/or information “property” of the City that will be in the care, custody, or control of Consultant. 5 Attachment H

No representation is made that the minimum Insurance requirements of this Agreement are sufficient to cover the indemnity or other obligations of the Consultant under this Agreement.

3.2.10.4 Insurance Endorsements. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms approved by the City to add the following provisions to the insurance policies:
(A) Additional Insured Status. The Commercial General
Liability policy shall be endorsed to state that: (1 ) the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to liability arising from the work, Services, Project or operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work, Services. Project or operations; and (2) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant’s scheduled underlying coverage. Commercial General Liability insurance coverage may be provided in the form of an endorsement to the Consultant’s insurance (at lease as broad as ISO Form CG 20 10 11 85 or both CG 20 10. CG 20 26, CG 20 33 or CG 20 38; and CG 20 37 forms if later revisions are used).
(B) Waiver of Subroqation. Consultant hereby grants to City a waiver of any right to subrogation which any insurer of said Consultant may acquire against the City by virtue of the payment of any loss under said insurance policies set forth herein. Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. (C) All Coveraqes. Each insurance policy required by this Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided, reduced or canceled except with written notice by certified mail, return receipt requested to the City; and (B) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, employees, agents and volunteers.
6 Attachment H

3.2.10.5 Primary Coverage. For any claims related to this Agreement, the Consultant’s insurance coverage shall be primary insurance and primary coverage at least as broad as ISO CG 20 01 04 13 with respect to the City, its directors, officials, officers, employees, agents and volunteers. Any insurance or self-insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Consultant’s insurance and shall not be called upon to contribute with it in any way.

3.2.10.6 Separation of Insureds; No Special Limitations. All insurance required by this Section shall contain standard separation of insureds provisions.

In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the City, its directors officials, officers, employees, agents and volunteers.

3.2.10.10 Claims-Made Policies. If any of the policies provide coverage on a claims-made basis:
(A) The retroactive date must be shown and must be before the date of this Agreement or the date work commences under this Agreement, whichever is earliest; (B) Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the Services provided under this Agreement;
(C) if coverage is canceled, non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the effective date of this Agreement or the date work commences under this Agreement, whichever is earliest, the Consultant 7 Attachment H

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uo!+aldLUOO Joye SJeaA (9) aA!) JO LunLUjUjLU e JO) a6eJaA09 6UjuOdOJ papua+xa aseyund +snLUAttachment H

3.4 Accounting Records.

3.5 General Provisions.

3.5.1 Termination of Agreement.

The following reasons shall constitute "cause" for which either party may terminate this Agreement as provided herein:

Substantial failure by the other party to perform in accordance with the terms of this Agreement and through no fault of the terminating party; Assignment of this Agreement or transfer of the Project by either party to any other entity without the prior written consent of the other party; Suspension of the Project or the Consultant’s Services by the City for more than ninety (90) calendar days, consecutive or in the aggregate, without good cause; Material changes in the conditions under which this Agreement was entered into, the Scope of Services or the nature of the Project, and the failure of the parties to reach agreement on the compensation and schedule adjustments necessitated by such changes.
9 Attachment H

Consultant:

The Code Group, Inc.
1845 W. Orangewood Avenue, #210
Orange, CA 92868
Phone: (714) 363-4700
Ann: Tom VanDorpe, Chief Executive Officer/President
City:

City of Downey
11111 Brookshire Avenue
Downey, California 90241
Phone: (562) 904-7286
AHn: City Manager
With a courtesy copy to:

3.5.3 Ownership of Materials and Confidentiality.

3.5.5 Attorney’s Fees. In the event of any litigation, whether in a court of law, administrative hearing, arbitration, or otherwise, arising from or related to this Agreement of the services provided under this Agreement, the prevailing party shall be entitled to recover from the non-prevailing party all reasonable costs incurred, including staff time, court costs, attorneys' fees and all other related expenses in such litigation.

3.5.6 Indemnification

3.5.6.1 General Indemnification. Except as provided in subdivision

3.5.6.2 Design Professionals. The provisions of this subdivision

3.5.6.2 shall apply only in the event that Consultant is a "design professional" within the meaning of California Civil Code section 2782.8(c). If Consultant is a "design professional" within the meaning of Section 2782.8(c), then, notwithstanding subdivision 3.5.6.1 above, to the fullest extent permitted by law (including, without limitation, Civil Code sections 2782 and 2782.6), Consultant shall defend (with legal counsel reasonably acceptable to City), indemnify and hold harmless City and City’s officers, officials, employees, volunteers and agents from and against any Claim that arises out of, pertains to, or relates to, directly or indirectly, in whole or in part, the negligence, recklessness, or willful misconduct of Consultant, any subconsultant, subcontractor or any other person directly or indirectly employed by them, or any person that any of them control, arising out of Consultant's performance of any task or service for or on behalf of City under this Agreement. The Consultant’s duty to indemnify shall extend to any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity that Consultant and/or its personnel are employees of the City, have been misclassified as an independent contractors, or failed to pay any or all necessary state or federal withholdings and/or taxes. Such obligations to defend, hold harmless and indemnify City or any City officers, officials, employees or volunteers shall not apply to the extent that such Claims are caused in part by the sole active negligence or willful misconduct of City or such City officers, officials, employees, volunteers and agents. Consultant's cost to defend City and/or City’s officers, officials, employees or volunteers against any such Claim shall not exceed Consultant's proportionate percentage of fault with respect to that Claim; however, pursuant to Civil Code section 2782.8(a), in the event that one or more defendants is unable to pay its share of defense costs due to bankruptcy or dissolution of the business, Consultant shall 12 Attachment H

3.5.7 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements.

3.5.8 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be the courts in Los Angeles County.

3.5.9 Time of Essence. Time is of the essence for each and every provision of this Agreement.

3.5.10 City's Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project.

3.5.11 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties.

3.5.14 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.

3.5.15 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, 13 Attachment H

privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise.

3.5.16 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties.

3.5.22 Counterparts. This Agreement may be executed in counterparts, each of which shall constitute one and the same instrument.
14 Attachment H

3.5.23 Effect of Conflict.

3.6 Subcontracting.

CITY OF DOWNEY,
a California municipal corporation
and charter city
The Code Group, Inc.,
a California corporation
By:

Mayor
By:

Its: Chief Executive Officer/President
„@{
Attest.'Attest:

Maria A. DuM
City Clerk
Secretary
Approved as to Form.Approved as to Form:

W
M. Funk
Attorney
Legal Counsel
0119.123859
16 Attachment H

Exhibit "A"
Scope of Services
17 Attachment H

In general, the Consultant will be expected to provide Professional Community Development and Fire Department Contract Staffing and Plan Check Services, including but not limited to the following:

Building and Safety Division (Community Development)
• Providing Building Division support staff to include building inspector(s), permit technician(s), administrative personnel and on-site plans examiners/engineers on an as-needed basis.
• Reviewing all plans and supporting documents submitted for projects for which a permit is requested and/or required.
•
•
•
•
Preparing reports specifying corrections, if needed, and transmit to applicant.

Ability to review projects and provide comments within timelines specified by the City
Processing plan revisions and verifying that corrections have been satisfactorily made in a timely manner.

Answering public inquiries by telephone, mail, or in person at a public counter regarding plan reviews, application submittal requirements, etc. •Reviewing permit applications, plans and specifications for compliance with applicable codes and standards; issue permits for projects; calculate fees in accordance with established fee schedules; input information into permit tracking system
•Coordinating clearance from all departments and determine that all fees have been paid prior to permit issuance and/or permit final/occupancy and utility releases; coordinate the digitizing of plans and blueprints.
•Inspect building, electrical, plumbing, and mechanical installations during the process of building construction, alterations, moving, demolition, repair, or use to with State and City codes, law, and standards, and maintain files and records of inspections.
•Work with City staff to facilitate the development approval process, including but not limited to: attending inter-departmental meetings, meeting with the public, (i.e. developers, designers, architects, residents, etc.), and providing technical support to city staff.
•Consultant staff shall maintain all required licenses and certifications for the duration of the Agreement.
18 Attachment H

Preparing reports specifying corrections to plan checks, if needed, and transmit to applicant.

Performing combination building and life safety inspections for residential, commercial, and industrial in accordance with the approved documents, adopted codes, and standards.
•
•
•
•
•
•
Witness acceptance testing of fire protection systems.

Ability to write Planning Commission and City Council staff reports, resolutions, ordinances, conditions of approval, and give oral presentations.

Exhibit "B"
Compensation
20 Attachment H

Building and Safety Division (Community Development)
STAFF TITLE HOURLY RATES E HOURLY RATES I HOURLY RATES.

YEARS 1-2 1 OPTION 1. YEAR 3 1 OPTION 2, YEAR 4
FY 24-25 and 25-26 1 FY 26-27 } FY 27-28
SenIor BuIldIng Inspector $95 to $ 105
$85 to 595
§105 to $ 115
$94 to $ 1 04
$ 105 to $ 1 1S
$94 to $ 1 04BuIlding Inspector
SenIor BuIldIng PermIt
Technlc;lan $70 to 380 $77 to $88 $77 to 588
BuIldIng PermIt TechnICIan $65 to $75
$ 145 to $ 155
57 1 to $82
$ 159 to $ 170
$7 1 to $82
$ 159 to $ 170CASp CerTIfIed Personnel
Bulldfng Plan Checker -
EngIneer $ 130 to $ 145 $ 143 to $ 159 $ 143 to $ 159
BuIldIng Plan
Checker Reviewer 5120 to $130 5132 to 5143 S 132 to $ 143 ( non-EngIneer )
Structural, Electrical and
Rlechanlca I EngIneer $140 to $ 155 $ 154 to $ 170 $ 154 to $ 170 CombInatIon Inspector $90 to $ 100
$ 125 to $ 135
$99 to $ 1 10
$ 137 to $ 148
$99 to $ 1 10
$ 137 to $ 148GeotechnIcal
EngIneer GeologIst
BuIldIng Adnllnlstratlve
AssIstant 'Clerlca I, Secretary $55 to $65
$ 140 to S 175
$60 to $7 1
$ 1 M to $ 192
$60 to $7 1
$ 154 to S 192BUIIdIng OffICIaI
21 Attachment H

SERVICE RATES I RATES I RATES
YEARS 1-2 1 OPTION 1. YEAR 3 1 OPTION 2. YEAR 4
FY 24-25 and 25-26 1 FY 26-27 1 FY 27 -28
Plan Check Services
Fee as a percentage of the
CIty'S collected plan check fee
for a first-One plan check (up
to three (3) reviews) nus fee
InclUdes any shlpplrN and
c(XJrler serv'Ices
55%55%55o4
Recheck
Fee for plan check senlces
provIded for four (4 1 or more plan
revIews/rechecks and at>o\e No
addloonal shIppIng or courier
services fees to be charged
S120 to $ 1 30 $ 132 to $ 143 $132 to 5143
Reimbursable Expenses:
• Mileage at current IRS rates
9)
Attachment H

Fire Department

SERVICE/STAFF TITLE RATES/HOURLY
RATES

RATES/HOURLY
RATES

RATES/HOURLY
RATES
YEARS 1-2 OPTION 1, YEAR 3 1 OPTION 2. YEAR 4
Plan Check Services
Fee as a percentage of the
CIty'S collected plan check
fee for a first-tIme check and
up to 1 re-check ThIS fee
InclUdes shIppIng and
courier service
56oo 56oo 56oo
Plan Check ServIces
Recheck
Fee for plan check services
provIded for 2nd plan recheck/
revIew and above No addItIonal
shIppIng or courier service fees
$ 125 $ 137 $ 137
FIre Inspector $83 to $93 $9 1 to $ 102 $9 1 to $ 102
FIre Plans ExamIner 5120 to 5130 5132 to 5143 5132 to 5143 FIre TechnICIan $65 to $75
$55 to $65
$7 1 to $82
$60 to $7 1
$7 1 to $82
$60 to $7 1
Fire Adnllnlstratlve
AssIstant ClerIcal Secretary
Reimbursable Expenses:
• Mileage at current IRS rates
23 Attachment H

Downey City CouncilJune 25, 2024

Downey City Council
June 25, 2024