EBIX Insurance No. S200005421
MASTER AGREEMENT FOR DESIGN PROFESSIONAL SERVICES
BETWEEN THE
CITY OF SANTA CLARA, CALIFORNIA,
THE CODE GROUP, INC. OBA VCA CODE
PREAMBLE
This Agreement is entered into as of the City's execution date (Effective Date) between the City of Santa Clara, California, a chartered California municipal corporation (City) and The Code Group, Inc. OBA VCA Code, a California corporation, (Consultant). City and Consultant may be referred to individually as a "Party" or collectively as the "Parties."
RECITALS
A. City desires to secure the design professional services more fully described in this Agreement, at Exhibit A, entitled "Scope of Services";
B. "Design professional" includes licensed architects, licensed landscape architects, registered professional engineers and licensed professional land surveyors; C. Consultant represents that it, and its subconsultants, if any, have the professional qualifications, expertise, necessary licenses and desire to provide certain goods and/or required services of the quality and type which meet objectives and requirements of City; and,
D. The Parties have specified herein the terms and conditions under which such services will be provided and paid for.
The Parties agree as follows:
AGREEMENT TERMS AND CONDITIONS
1. AGREEMENT DOCUMENTS
The documents forming the entire Agreement between City and Consultant shall consist of these Terms and Conditions and the following Exhibits, which are hereby incorporated into this Agreement by this reference:
Exhibit A - Scope of Services
Exhibit B - Schedule of Fees
Exhibit C - Insurance Requirements
Exhibit D - Labor Compliance Addendum
Exhibit E - Ranking of Design Services Agreements
Professional Agreement with The Code Group, Inc. OBA VCA Code Rev. 09-28-18
This Agreement, including the Exhibits set forth above, contains all the agreements, representations and understandings of the Parties, and supersedes and replaces any previous agreements, representations and understandings, whether oral or written. In the event of any inconsistency between the provisions of any of the Exhibits and the Terms and Conditions, the Terms and Conditions shall govern and control.
2. TERM OF AGREEMENT
A. Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the term of this Agreement shall begin on the Effective Date and terminate on September 15, 2029.
B. After the Initial Term, City reserves the right, at its sole discretion, to extend the term of this Agreement for up to two (2) additional one-year terms ("Options Periods") through September 15, 2031, if all Options Periods are exercised, in such increments as determined by City. Such extensions of the term shall be authorized through an Amendment to this Agreement executed by the Parties. The Initial Term and Option Periods shall collectively be referred to as "Term".
3. SCOPE OF SERVICES & PERFORMANCE SCHEDULE
Consultant shall perform those Services specified in Exhibit A within the time stated in Exhibit A. Time is of the essence.
A. All reports, cost estimates, plans and other documentation which may be submitted or furnished by Consultant shall be approved and signed by an appropriate qualified licensed professional in the State of California.
B. The title sheet for specifications and reports, and each sheet of plans, shall bear the professional seal, certificate number, registration classification, expiration date of certificate and signature of the design professional responsible for their preparation.
4. WARRANTY
Consultant expressly warrants that all materials and services covered by this Agreement shall be fit for the purpose intended, shall be free from defect and shall conform to the specifications, requirements and instructions upon which this Agreement is based. Consultant agrees to promptly replace or correct any incomplete, inaccurate or defective Services at no further cost to City when defects are due to the negligence, errors or omissions of Consultant. If Consultant fails to promptly correct or replace materials or services, City may make corrections or replace materials or services and charge Consultant for the cost incurred by City.
Professional Agreement with The Code Group, Inc. OBA VCA Code Rev. 09-28-18
5. QUALIFICATIONS OF CONSULTANT- STANDARD OF CARE
Consultant represents and maintains that it has the expertise in the professional calling necessary to perform the Services, and its duties and obligations, expressed and implied, contained herein, and City expressly relies upon Consultant's representations regarding its skills and knowledge. Consultant shall perform such Services and duties in conformance to and consistent with the professional standards of a specialist in the same discipline in the State of California.
6. CONFLICT OF INTEREST (FORM 700)
In accordance with the California Political Reform Act (Government Code section 81000 et seq.) and the City's Conflict of Interest Code, Consultant shall cause each person who will be principally responsible for providing the service and deliverables under this Agreement as having to file a Form 700 to do each of the following:
A. Complete and file the Form 700 no later than thirty (30) calendar days after the date the person begins performing services under the Agreement and all subsequent Form 700s in conformance with the requirements specified in the California Political Reform Act; and
B. File the Form 700 with the City's Clerk Office.
7. COMPENSATION AND PAYMENT
In consideration for Consultant's complete performance of Services, City shall pay Consultant for all materials provided and Services rendered by Consultant in accordance with Exhibit B, entitled "SCHEDULE OF FEES." The maximum compensation of this Agreement is set forth in Section 1 of Exhibit B, subject to budget appropriations, which includes all payments that may be authorized for Services and for expenses, supplies, materials and equipment required to perform the Services.
8. TERMINATION
A. Termination for Convenience. City shall have the right to terminate this Agreement, without cause or penalty, by giving not less than Thirty (30) days' prior written notice to Consultant.
B. Termination for Default. If Consultant fails to perform any of its material obligations under this Agreement, in addition to all other remedies provided by law, City may terminate this Agreement immediately upon written notice to Consultant.
Professional Agreement with The Code Group, Inc. DBA VCA Code Rev. 09-28-18
C. Upon termination, each Party shall assist the other in arranging an orderly transfer and close-out of services. As soon as possible following the notice of termination, but no later than ten (10) days after the notice of termination, Consultant will deliver to City all City information or material that Consultant has in its possession.
9. ASSIGNMENT AND SUBCONTRACTING
City and Consultant bind themselves, their successors and assigns to all covenants of this Agreement. This Agreement shall not be assigned or transferred without the prior written approval of City. Consultant shall not hire subconsultants without express written permission from City. As used in this agreement the term "subconsultants" shall be interpreted to mean either subconsultants or subcontractors.
Consultant shall be as fully responsible to City for the acts and omissions of its subconsultants, and of persons either directly or indirectly employed by them, as Consultant is for the acts and omissions of persons directly employed by it.
10. NO THIRD PARTY BENEFICIARY
This Agreement shall not be construed to be an agreement for the benefit of any third party or parties and no third party or parties shall have any claim or right of action under this Agreement for any cause whatsoever.
11. INDEPENDENT CONTRACTOR
Consultant and all person(s) employed by or contracted with Consultant to furnish labor and/or materials under this Agreement are independent contractors and do not act as agent(s) or employee(s) of City. Consultant has full rights to manage its employees in their performance of Services under this Agreement.
12. CONFIDENTIALITY OF MATERIAL
All ideas, memoranda, specifications, plans, manufacturing procedures, data, drawings, descriptions, documents, discussions or other information developed or received by or for Consultant and all other written information submitted to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant and shall not, without the prior written consent of City, be used for any purposes other than the performance of the Services nor be disclosed to an entity not connected with performance of the Services. Nothing furnished to Consultant which is otherwise known to Consultant or becomes generally known to the related industry shall be deemed confidential.
13. OWNERSHIP OF MATERIAL
All material, which shall include, but not be limited to, data, sketches, tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, Professional Agreement with The Code Group, Inc. DBA VCA Code Rev. 09-28-18
maps, calculations, photographs, reports, designs, technology, programming, works of authorship and other material developed, collected, prepared or caused to be prepared under this Agreement shall be the property of City but Consultant may retain and use copies thereof. City shall not be limited in any way or at any time in its use of said material. However, Consultant shall not be responsible for damages resulting from the use of said material for work other than Project, including, but not limited to, the release of this material to third parties.
14. RIGHT OF CITY TO INSPECT RECORDS OF CONSUL TANT
City, through its authorized employees, representatives or agents shall have the right during the term of this Agreement and for four (4) years from the date of final payment for goods or services provided under this Agreement, to audit the books and records of Consultant for the purpose of verifying any and all charges made by Consultant in connection with Consultant compensation under this Agreement, including termination of Consultant. Consultant agrees to maintain sufficient books and records in accordance with generally accepted accounting principles to establish the correctness of all charges submitted to City. Any expenses not so recorded shall be disallowed by City. Consultant shall bear the cost of the audit if the audit determines that there has been a substantial billing deviation in excess of five (5) percent adverse to the City.
Consultant shall submit to City any and all reports concerning its performance under this Agreement that may be requested by City in writing. Consultant agrees to assist City in meeting City's reporting requirements to the State and other agencies with respect to Consultant's Services hereunder.
15. HOLD HARMLESS/INDEMNIFICATION
To the extent permitted by law, Consultant agrees to protect, defend, hold harmless and indemnify City, its City Council, commissions, officers, employees, volunteers and agents from and against any claim, injury, liability, loss, cost, and/or expense or damage, including all costs and attorney's fees in providing a defense to any such claim or other action, and whether sounding in law, contract, tort, or equity, to the extent arising out of, pertaining to, or related to the negligence, recklessness, or willful misconduct of the Consultant, its employees, subconsultants, or agents in the performance, or non-performance, of Services under this Agreement.
16. INSURANCE REQUIREMENTS
During the term of this Agreement, and for any time period set forth in Exhibit C, Consultant shall provide and maintain in full force and effect, at no cost to City, insurance policies as set forth in Exhibit C.
Professional Agreement with The Code Group, Inc. DBA VCA Code Rev. 09-28-18
17. WAIVER
Consultant agrees that waiver by City of any one or more of the conditions of performance under this Agreement shall not be construed as waiver(s) of any other condition of performance under this Agreement. Neither City's review, acceptance nor payments for any of the Services required under this Agreement shall be constructed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement.
18. NOTICES
All notices to the Parties shall, unless otherwise requested in writing, be sent to City addressed as follows:
City of Santa Clara
Attention: Building
1500 Warburton Avenue
Santa Clara, CA 95050
and by e-mail at [email protected] and
[email protected]
And to Consultant addressed as follows:
The Code Group, Inc. DBAVCA Code
Attn: Bob Heinrich, Principal/President of VGA Code
1845 W. Orangewood Ave. #210
Orange, CA 92868
Telephone (714)363-4703 and
by e-mail at [email protected]
The workday the e-mail was sent shall control the date notice was deemed given.
An e-mail transmitted after 1 :00 p.m. on a Friday shall be deemed to have been transmitted on the following business day.
19. COMPLIANCE WITH LAWS
Consultant shall comply with all applicable laws and regulations of the federal, state and local government, including but not limited to "The Code of the City of Santa Clara, California" ("SCCC"). In particular, Consultant's attention is called to the regulations regarding Campaign Contributions (SCCC Chapter 2.130), Lobbying (SCCC Chapter 2.155), Minimum Wage (SCCC Chapter 3.20), Business Tax Certificate (SCCC section 3.40.060), and Food and Beverage Service Worker Retention (SCCC Chapter 9.60), as such Chapters or Sections may be amended from time to time or renumbered. Additionally, Consultant has read and agrees to comply with City's Ethical Standards (http://santaclaraca.gov/home/showdocument?id=58299).
Professional Agreement with The Code Group, Inc. OBA VCA Code Rev. 09-28-18
20. CONFLICTS OF INTEREST
Consultant certifies that to the best of its knowledge, no City officer, employee or authorized representative has any financial interest in the business of Consultant and that no person associated with Consultant has any interest, direct or indirect, which could conflict with the faithful performance of this Agreement. Consultant is familiar with the provisions of California Government Code section 87100 and following, and certifies that it does not know of any facts which would violate these code provisions. Consultant will advise City if a conflict arises.
21. FAIR EMPLOYMENT
Consultant shall not discriminate against any employee or applicant for employment because of race, sex, color, religion, religious creed, national origin, ancestry, age, gender, marital status, physical disability, mental disability, medical condition, genetic information, sexual orientation, gender expression, gender identity, military and veteran status, or ethnic background, in violation of federal, state or local law.
22. NO USE OF CITY NAME OR EMBLEM
Consultant shall not use City's name, insignia, or emblem, or distribute any information related to services under this Agreement in any magazine, trade paper, newspaper or other medium without express written consent of City.
23. GOVERNING LAW AND VENUE
This Agreement shall be governed and construed in accordance with the statutes and laws of the State of California. The venue of any suit filed by either Party shall be vested in the state courts of the County of Santa Clara, or if appropriate, in the United States District Court, Northern District of California, San Jose, California.
24. SEVERABILITY CLAUSE
In case any one or more of the provisions in this Agreement shall, for any reason, be held invalid, illegal or unenforceable in any respect, it shall not affect the validity of the other provisions, which shall remain in full force and effect.
25. AMENDMENTS
This Agreement may only be modified by a written amendment duly authorized and executed by the Parties to this Agreement.
Professional Agreement with The Code Group, Inc. DBA VCA Code Rev. 09-28-18
26. COUNTERPARTS
This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but both of which shall constitute one and the same instrument.
[SIGNATURE BLOCK ON NEXT PAGE]
Professional Agreement with The Code Group, Inc. OBA VCA Code Rev. 09-28-18
The Parties acknowledge and accept the terms and conditions of this Agreement as evidenced by the following signatures of their duly authorized representatives.
Approved as to Form:
GLEN R. GOGGINS
City Attorney
CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
Dated:
"CITY"
--------------
JOVAN D. GROGAN
City Manager
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
THE CODE GROUP, INC. DBA VCA CODE a California corporation By(Sign::: -~
Title: CEO/President of VCA Consultants
Principal Place of 1845 W. Orangewood Ave. #210
Business Address: Orange, CA 92868
Email Address: [email protected]
Telephone: (714) 363-4700
Fax: (714) 363-4747
"CONSULT ANT"
Professional Agreement with The Code Group, Inc. OBA VCA Code Rev. 09-28-18
1. GENERAL
EXHIBIT A
SCOPE OF SERVICES
1.1. Consultant shall provide Plan Check Review, Field Inspections, and Related Consultant Services (Services) on an as-needed basis.
1.2. Consultant shall provide qualified and licensed personnel, along with necessary equipment and materials to perform the Services.
1.3. Unless otherwise indicated, services requiring Consultant's onsite presence will be performed at 1500 Warburton Avenue, Santa Clara, CA 95050, during the Building Division's regular business hours of 8:00 A.M. to 5:00 P.M. local time.
1.4. Consultant shall maintain a professional, solution-focused approach when communicating with City staff, applicants, and the public.
1.5. Certified Access Specialist (CASp) Inspectors must be certified by the California Division of the State Architect.
1.6. Structural plan reviews must be performed under the responsible charge of a California-registered or licensed civil or structural engineer.
2. WORK AUTHORIZATION
2.1. Consultant acknowledges that it is one of multiple firms under contract to provide the Services. When services are required, the City will request them from the firms, starting with highest ranked firm under contract, as listed in Exhibit E.
Consultant will be authorized to proceed with the work upon notification by the City, either via email or telephone.
2.2. The City may authorize work outside of the aforementioned protocol when the City determines, in its sole discretion, that:
2.2.1. A Consultant has the expertise and staff availability to meet the schedule and best perform the work; or
2.2.2. The work is a continuation of services previously performed by the Consultant.
3. SCOPE OF SERVICES
Consultant shall provide the following services as indicated by an "X" in the box:
3.1. ~ SERVICE AREA: BUILDING AND CASp PLAN REVIEW SERVICES Professional Agreement with The Code Group, Inc. DBA VCA Code/Exhibit A-Scope of Services
Rev. 09-28-18
3.1.1. Consultant shall review permit plans and associated documentation to determine compliance with the California Building Standards Code, as amended by the City of Santa Clara, and other applicable codes, regulations, ordinances, standards, and statutes.
3.1.2. Consultant shall provide comprehensive plan review annotations that proactively anticipate potential issues to avoid unexpected project delays.
3.1.3. Consultant shall employ a streamlined review process.
3.1.4. Consultant shall designate personnel to be available by telephone and/or e-mail to respond to questions from applicants, developers, City staff, the general public, and others as assigned by the City.
3.1.5. Consultant shall maintain a building plan review log of plan review assignments, including the permit number, project name, description of review, and basis for compensation for each assignment.
3.1.6. Consultant shall establish a schedule to periodically communicate the status of permits and review issues with City staff and other parties.
3.1.7. When requested by the City, Consultant shall work onsite at the City offices to perform plan review services and provide temporary staff coverage on an as-needed basis to address workload peaks or special projects. Consultant shall supervise, manage, and evaluate its own employees and will not be integrated into the City's daily review process. Consultant shall retain control over how the services are performed and ensure that its role remains that of an independent contractor.
3.2. ~ SERVICE AREA: BUILDING AND CASp INSPECTION
3.2.1. Consultant shall provide building inspection services during the course of construction to enforce compliance with the conditions of approval, provisions of state and City building codes and ordinances, and the code requirements set forth on the approved plans for which the City issued a permit.
3.2.2. Consultant shall observe the completion of various stages of construction at each project for compliance with all relevant State and City Building Codes.
3.2.3. Consultant shall read, interpret, apply, and use knowledge of building codes, municipal codes, ordinances, and other related laws, regulations, and policies in the performance of services.
Professional Agreement with The Code Group, Inc. OBA VCA Code/Exhibit A-Scope of Services
Rev. 09-28-18
EXHIBIT B
SCHEDULE OF FEES
1. MAXIMUM COMPENSATION
The aggregate maximum compensation for the agreements with the firms contracted to provide the Services, as listed in Exhibit E, is Eight Million Dollars ($8,000,000), subject to the appropriation of funds. Consultant shall not perform any Services that exceed the scope of services authorized by the City under the work authorization process outlined in Section 2 of Exhibit A. All work performed or materials provided in excess of the City's work authorization shall be at Consultant's expense.
2. RATES
2.1. Rate Sheet. Rates listed in Appendix 81 (Rate Sheet) are fully burdened and will remain fixed for the first three years of the Agreement.
2.2. Rate Increase. Rates may be negotiated no more than once annually.
Consultant shall notify the City ninety (90) days in advance of any proposed rate increase. Any rate increases are subject to approval by the City and must be substantiated by Consultant to the satisfaction of the City. All rate adjustments must be approved by the City through an amendment to this Agreement.
2.3. Reimbursable Expenses: Consultant may pass through costs such as printing, materials, equipment, etc., in the Reimbursable Expenses Schedule below.
Expenses shall be reimbursable only to the extent that (a) Consultant submits sufficient documentation to City that the expenses were directly incurred in providing the required Services, (b) Consultant demonstrates that such expenses aren't included in the hourly rate where applicable, (c) such expenses were approved in advance, and (d) Consultant submits receipts, invoices, or other supporting documentation demonstrating that such reimbursable costs were incurred.
Reimbursable Expense Schedule Mark Up
1. The cost of mailing, shipping and/or delivery of No Markup any documents or materials.
2. The cost of photographing, printing, reproducing No Markup and/or copying any documents or materials.
3. Charges for outside services (including Not to exceed 10% subconsultant fees, equipment, materials, and
facilities not furnished directly by Consultant).
4. Other reimbursable expenses with prior written No Markup approval from the City
Professional Agreement with The Code Group, Inc. OBA VCA Code/Exhibit 8-Schedule of Fees
Rev. 09-28-18
Reimbursable Expense Schedule Mark Up
5. Allowable mileage will be charged at the No Markup
prevailing IRS rate per mile.
6. Unless approved in writing (e-mail acceptable) in No Markup advance, meals, lodging, and related per diem
shall not exceed the rates outlined by United
States General Services Administration (GSA).
htt12s://www.gsa.gov/travel-resources. Airfare or
rental car, where applicable shall be at economy
rates.
3. PAYMENT PROVISIONS
3.1. Consultant shall provide an invoice to the City on a monthly basis for Services completed in the preceding month. The invoice must include the following information:
3.1.1. Invoice Number, Purchase Order Number/Task Order, and Invoice Period.
3.1.2. Current amount due with a time and materials breakdown: titles, hours, hourly rates, and any City approved reimbursable expenses itemized with supporting documentation.
3.2. Each invoice shall provide sufficient detail for City to verify that the rates listed in Appendix 81 are charged. Additionally, invoices should include sufficient detail to allow for accurate comparison with certified payroll submittals if applicable.
3.3. Pre-Payment. City shall not be required to pay a deposit or any other form of pre-payment prior to Consultant beginning the Services.
3.4. Payment Limited to Satisfactory Work. Consultant is not entitled to any payments until the City concludes that the Services and/or any furnished deliverables have been satisfactorily performed.
3.5. Recalculation. The City may recalculate and pay invoices based on the rates established in this Agreement.
3.6. Dis12uted Invoices. If the City in good faith disputes any portion of an invoice, the City shall pay the undisputed portion of the invoice and submit written notice to Consultant regarding the disputed amount. The notice shall include documentation supporting the disputed amount.
Professional Agreement with The Code Group, Inc. DBA VCA Code/Exhibit B-Schedule of Fees
Rev. 09-28-18
3.7. Payment. If there are no discrepancies or deficiencies in the submitted invoice and Consultant has submitted all required certified payroll, City shall process the invoice for payment.
Professional Agreement with The Code Group, Inc. DBA VCA Code/Exhibit B-Schedule of Fees
Rev. 09-28-18
APPENDIX B1 TO EXHIBIT B
RATE SHEET
CITY OF SANTA CLARA BUILDING DIVISION CONSUL TANT FEE SCHEDULE
TABLE I
Description Rate Review Percent(%)
Complete Review 65%
Complete, Non-structural 50%
Complete, No MEP 50%
Structural Only 45%
Life Safety Only 45%
Accessibility Only 25%
MEP 30%
M or E or P Only 20%
TABLE II
Labor Category Hourly Rate
Building Official $180
Asst. Building Official $155
Sr. Plan Review EnQ. $165
Sr. Plans Examiner $130
Plan Review EnQ. $140
Plans Examiner $120
Permit Tech Ill $100
Permit Tech II $85
Permit Tech I $75
Fire Protection Eng. $180
CASp $160
Grading/Storm Water Plan Review Eng. $190
QSP/Storm lnsp $185
IOR $175
Supervising lnsp $150
Sr. lnsp $140
Inspector II $115
Inspector I $110
Intern lnsp $80
Sr. Code Enf. Officer $129
Code Enf. Officer $115
1. TABLE I. Plan review rates shall be calculated as a percentage of Building plan review fees collected by the City, as outlined in the current City Fee Schedule.
Professional Agreement with The Code Group, Inc. OBA VCA Code/Exhibit B - Appendix B1 to Exhibit B
Rev. 09-28-18
2. The base plan review fee includes the initial plan submittal and two (2) resubmittals. Additional reviews beyond the third plan check (PC3), revisions to approved plans, deferred submittals, etc. shall be billed per the approved hourly rates outlined in Table II and require prior written approval by the City.
3. All plan reviews are subject to a $250 minimum fee.
4. All plan reviews shall be completed within ten ( 10) business days for the initial submittal and five (5) business days for resubmittals. For exceptionally large/complex projects, City and Consultant shall agree upon the plan review timelines and target dates prior to commencement of review.
5. For expedited reviews, when approved by the City Building Officer (CBO) or an authorized City representative, Consultant may bill at 150% of the listed plan review fee outlined in Table I and shall complete them within five (5) business days.
6. TABLE II. All rates noted are inclusive of all overhead costs of the Consultant, including but not limited to, salaries, benefits, workers' compensation, travel, miscellaneous office expenses, etc.
7. On-site staff services are subject to a minimum 4-hour fee.
8. Inspection services for publicly funded projects shall be subject to prevailing wage rates and requirements.
9. Overtime, emergency, and after-hours work will be billed at 150% of the noted hourly rates.
Professional Agreement with The Code Group, Inc. OBA VCA Code/Exhibit B -Appendix B1 to Exhibit B
Rev. 09-28-18
EXHIBIT C
INSURANCE REQUIREMENTS
Without limiting the Consultant's indemnification of the City, and prior to commencing any of the Services required under this Agreement, the Consultant shall provide and maintain in full force and effect during the period of performance of the Agreement and for twenty-four (24) months following acceptance by the City, at its sole cost and expense, the following insurance policies from insurance companies authorized to do business in the State of California. These policies shall be primary insurance as to the City of Santa Clara so that any other coverage held by the City shall not contribute to any loss under Consultant's insurance. The minimum coverages, provisions and endorsements are as follows:
A. COMMERCIAL GENERAL LIABILITY INSURANCE
1. Commercial General Liability Insurance policy which provides coverage at least as broad as Insurance Services Office form CG 00 01. Policy limits are subject to review, but shall in no event be less than, the following:
$1,000,000 Each Occurrence
$2,000,000 General Aggregate
$2,000,000 Products/Completed Operations Aggregate
$1,000,000 Personal Injury
2. Exact structure and layering of the coverage shall be left to the discretion of Consultant; however, any excess or umbrella policies used to meet the required limits shall be at least as broad as the underlying coverage and shall otherwise follow form.
3. The following provisions shall apply to the Commercial Liability policy as well as any umbrella policy maintained by the Consultant to comply with the insurance requirements of this Agreement:
a. Coverage shall be on a "pay on behalf' basis with defense costs payable in addition to policy limits;
b. There shall be no cross liability exclusion which precludes coverage for claims or suits by one insured against another; and c. Coverage shall apply separately to each insured against whom a claim is made or a suit is brought, except with respect to the limits of liability.
Professional Agreement with The Code Group, Inc. DBA VCA Code /Exhibit C - Insurance Requirements
Rev. 09-28-18
B. BUSINESS AUTOMOBILE LIABILITY INSURANCE
Business automobile liability insurance policy which provides coverage at least as broad as ISO form CA 00 01 with policy limits a minimum limit of not less than one million dollars ($1,000,000) each accident using, or providing coverage at least as broad as, Insurance Services Office form CA 00 01. Liability coverage shall apply to all owned (if any), non-owned and hired autos.
C. WORKERS' COMPENSATION
1. Workers' Compensation Insurance Policy as required by statute and employer's liability with limits of at least one million dollars ($1,000,000) policy limit Bodily Injury by disease, one million dollars ($1,000,000) each accident/Bodily Injury and one million dollars ($1,000,000) each employee Bodily Injury by disease.
2. The indemnification and hold harmless obligations of Consultant included in this Agreement shall not be limited in any way by any limitation on the amount or type of damage, compensation or benefit payable by or for Consultant or any subconsultant under any Workers' Compensation Act(s), Disability Benefits Act(s) or other employee benefits act(s).
3. This policy must include a Waiver of Subrogation in favor of the City of Santa Clara, its City Council, commissions, officers, employees, volunteers and agents.
D. PROFESSIONAL LIABILITY
Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against negligent acts, errors or omissions of the Consultant. Covered services as designated in the policy must specifically include work performed under this agreement. Coverage shall be in an amount of not less than one million dollars ($1,000,000) per claim or two million dollars ($2,000,000) aggregate. Any coverage containing a deductible or self-retention must first be approved in writing by the City Attorney's Office.
E. COMPLIANCE WITH REQUIREMENTS
All of the following clauses and/or endorsements, or similar provisions, must be part of each commercial general liability policy, and each umbrella or excess policy.
1. Additional Insureds. City of Santa Clara, its City Council, commissions, officers, employees, volunteers and agents are hereby added as additional insureds in respect to liability arising out of Consultant's work for City, using Insurance Services Office (ISO) Endorsement CG 20 10 11 85, Professional Agreement with The Code Group, Inc. DBA VCA Code /Exhibit C - Insurance Requirements
Rev. 09-28-18
or the combination of CG 20 1 O 03 97 and CG 20 37 1 O 01, or its equivalent.
2. Primary and non-contributing. Each insurance policy provided by Consultant shall contain language or be endorsed to contain wording making it primary insurance as respects to, and not requiring contribution from, any other insurance which the indemnities may possess, including any self-insurance or self-insured retention they may have. Any other insurance indemnities may possess shall be considered excess insurance only and shall not be called upon to contribute with Consultant's insurance.
3. Cancellation.
4. a. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided due to non-payment of premiums shall be effective until written notice has been given to City at least ten (10) days prior to the effective date of such modification or cancellation. In the event of non-renewal, written notice shall be given at least ten (10) days prior to the effective date of non-renewal.
b. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided for any cause save and except non-payment of premiums shall be effective until written notice has been given to City at least thirty (30) days prior to the effective date of such modification or cancellation. In the event of non-renewal, written notice shall be given at least thirty (30) days prior to the effective date of non renewal.
Other Endorsements. Other endorsements may be required for policies other than the commercial general liability policy if specified in the description of required insurance set forth in Sections A through E of this Exhibit C, above.
F. ADDITIONAL INSURANCE RELATED PROVISIONS
Consultant and City agree as follows:
1. Consultant agrees to ensure that subconsultants, and any other party involved with the Services, who is brought onto or involved in the performance of the Services by Consultant, provide the same minimum insurance coverage required of Consultant, except as with respect to limits. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Agreement. Consultant agrees Professional Agreement with The Code Group, Inc. OBA VCA Code /Exhibit C - Insurance Requirements
Rev. 09-28-18
that upon request by City, all agreements with, and insurance compliance documents provided by, such subconsultants and others engaged in the project will be submitted to City for review.
2. Consultant agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or Consultant for the cost of additional insurance coverage required by this Agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto.
3. The City reserves the right to withhold payments from the Consultant in the event of material noncompliance with the insurance requirements set forth in this Agreement.
G. EVIDENCE OF COVERAGE
Prior to commencement of any Services under this Agreement, Consultant, and each and every subconsultant (of every tier) shall, at its sole cost and expense, provide and maintain not less than the minimum insurance coverage with the endorsements and deductibles indicated in this Agreement. Such insurance coverage shall be maintained with insurers, and under forms of policies, satisfactory to City and as described in this Agreement. Consultant shall file with the City all certificates and endorsements for the required insurance policies for City's approval as to adequacy of the insurance protection.
H. EVIDENCE OF COMPLIANCE
Consultant or its insurance broker shall provide the required proof of insurance compliance, consisting of Insurance Services Office (ISO) endorsement forms or their equivalent and the ACORD form 25-S certificate of insurance (or its equivalent), evidencing all required coverage shall be delivered to City, or its representative as set forth below, at or prior to execution of this Agreement.
Upon City's request, Consultant shall submit to City copies of the actual insurance policies or renewals or replacements. Unless otherwise required by the terms of this Agreement, all certificates, endorsements, coverage verifications and other items required to be delivered to City pursuant to this Agreement shall be e-mailed to [email protected] or by mail to:
EBIX Inc.
City of Santa Clara - Building
P.O. Box 100085- S2
Duluth, GA 30096
Telephone number: 951-766-2280
Fax number: 770-325-0409
Professional Agreement with The Code Group, Inc. OBA VCA Code /Exhibit C - Insurance Requirements
Rev. 09-28-18
I. QUALIFYING INSURERS
All of the insurance companies providing insurance for Consultant shall have, and provide written proof of, an A. M. Best rating of at least A minus 6 (A- VI) or shall be an insurance company of equal financial stability that is approved by the City or its insurance compliance representatives.
Professional Agreement with The Code Group, Inc. OBA VCA Code /Exhibit C - Insurance Requirements
Rev. 09-28-18
EXHIBIT D
LABOR COMPLIANCE ADDENDUM
This Agreement is subject to the requirements of California Labor Code section 1720 et seq. requiring the payment of prevailing wages, the training of apprentices, and compliance with other applicable requirements.
A. Prevailing Wage Requirements
1 . Consultant shall be obligated to pay not less than the General Prevailing Wage Rate, which can be found at www.dir.ca.gov and are on file with the City Clerk's office, which shall be available to any interested party upon request. Consultant is also required to have a copy of the applicable wage determination posted and/or available at each job site.
2. Specifically, contractors are reminded of the need for compliance with Labor Code Section 1774-1775 (the payment of prevailing wages and documentation of such), Section 1776 (the keeping and submission of accurate certified payrolls) and 1777.5 in the employment of apprentices on public works projects. Further, overtime must be paid for work in excess of 8 hours per day or 40 hours per week pursuant to Labor Code Section 1811-1813.
3. Special prevailing wage rates generally apply to work performed on weekends, holidays and for certain shift work. Depending on the location of the project and the amount of travel incurred by workers on the project, certain travel and subsistence payments may also be required.
Consultants and subcontractors are on notice that information about such special rates, holidays, premium pay, shift work and travel and subsistence requirements can be found at www.dir.ca.gov.
4. Only bona fide apprentices actively enrolled in a California Division of Apprenticeship Standards approved program may be employed on the project as an apprentice and receive the applicable apprenticeship prevailing wage rates. Apprentices who are not properly supervised and employed in the appropriate ratio shall be paid the full journeyman wages for the classification of work performed.
5. As a condition to receiving progress payments, final payment and payment of retention on any and all projects on which the payment of prevailing wages is required, Consultant agrees to present to City, along with its request for payment, all applicable and necessary certified payrolls (for itself and all applicable subcontractors) for the time period covering such payment request. The term "certified payroll" shall include all required documentation to comply with the mandates set forth in Labor Code Section 1720 et seq, as well as any additional documentation Professional Agreement The Code Group, Inc. DBA VCA Code Exhibit D - Labor Compliance Addendum
Rev. 09-28-18
requested by the City or its designee including, but not limited to: certified payroll, fringe benefit statements and backup documentation such as monthly benefit statements, employee timecards, copies of wage statements and cancelled checks, proof of training contributions (CAC2 if applicable), and apprenticeship forms such as DAS-140 and DAS-142.
6. In addition to submitting the certified payrolls and related documentation to City, Consultant and all subcontractors shall be required to submit certified payroll and related documents electronically to the California Department of Industrial Relations. Failure to submit payrolls to the DIR when mandated by the project parameters shall also result in the withholding of progress, retention and/or final payment.
7. No contractor or subcontractor may be listed on a bid proposal for a public works project unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5 [with limited exceptions from this requirement for bid purposes only under Labor Code section 1771.1 (a)].
8. No contractor or subcontractor may be awarded a contract for public work on a public works project, unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5. Consultants MUST be a registered "public works contractor" with the DIR AT THE TIME OF BID. Where the prime contract is less than $15,000 for maintenance work or less than $25,000 for construction alternation, demolition or repair work, registration is not required.
9. All contractors/subcontractors and related construction services subject to prevailing wage, including but not limited to: trucking, surveying and inspection work must be registered with the Department of Industrial Relations as a "public works contractor''. Those you fail to register and maintain their status as a public works contractor shall not be permitted to perform work on the project.
10. Should any contractor or subcontractors not be a registered public works contractor and perform work on the project, Contractor agrees to fully indemnify the City for any fines assessed by the California Department of Industrial Relations against the City for such violation, including all staff costs and attorney's fee relating to such fine.
11. This project is subject to compliance monitoring and enforcement by the Department of Industrial Relations.
8. Audit Rights
All records or documents required to be kept pursuant to this Agreement to verify compliance with this Addendum shall be made available for audit at no cost to City, at any time during regular business hours, upon written request by the City Attorney, City Professional Agreement The Code Group, Inc. OBA VCA Code Exhibit D - Labor Compliance Addendum
Rev. 09-28-18
Auditor, City Manager, or a designated representative of any of these officers. Copies of such records or documents shall be provided to City for audit at City Hall when it is practical to do so. Otherwise, unless an alternative is mutually agreed upon, the records or documents shall be made available at Consultant's address indicated for receipt of notices in this Agreement.
C. Enforcement
1. City shall withhold any portion of a payment; including the entire payment amount, until certified payroll forms and related documentation are properly submitted, reviewed and found to be in full compliance. In the event that certified payroll forms do not comply with the requirements of Labor Code Section 1720 et seq., City may continue to hold sufficient funds to cover estimated wages and penalties under the Agreement.
2. Based on State funding sources, this project may be subject to special labor compliance requirements of Proposition 84.
3. The City is not obligated to make any payment due to Consultant until Consultant has performed all of its obligations under these provisions.
This provision means that City can withhold all or part of a payment to Consultant until all required documentation is submitted. Any payment by the City despite Consultant's failure to fully perform its obligations under these provisions shall not be deemed to be a waiver of any other term or condition contained in this Agreement or a waiver of the right to withhold payment for any subsequent breach of this Addendum.
City or the California Department of Industrial Relations may impose penalties upon contractors and subcontractors for failure to comply with prevailing wage requirements.
These penalties are up to $200 per day per worker for each wage violation identified; $100 per day per worker for failure to provide the required paperwork and documentation requested within a 10-day window; and $25 per day per worker for any overtime violation.
Professional Agreement The Code Group, Inc. DBA VCA Code Exhibit D - Labor Compliance Addendum
Rev. 09-28-18
EXHIBIT E
RANKING OF SERVICE AGREEMENTS
Building and CASp Plan Review Services
Rank Firm
1 TRB and Associates, Inc.
1 West Coast Code Consultants, Inc.
2 4LEAF, Inc.
2 Shums Coda Associates, Inc.
3 CSG Consultants, Inc.
3 True North Compliance Services, Inc.
4 BPR Consulting Group
5 Plan Review Consultants, Inc.
5 UpAvanti Inc.
5 The Code Group, Inc. (VCA Code)
Building and CASp Inspection
Rank Firm
1 TRB and Associates, Inc.
1 West Coast Code Consultants, Inc.
2 4LEAF, Inc.
2 Shums Coda Associates, Inc.
3 CSG Consultants, Inc.
3 True North Compliance Services, Inc.
4 The Code Group, Inc. (VCA Code)
Professional Agreement with The Code Group, Inc. DBA VCA Code/Exhibit E - Ranking of Service Agreements
Rev. 09-28-18