HomeMy WebLinkAboutCC Resolution 26-13419 - Third Party Building Plan Check and Inspection - Approval & AwardRESOLUTION NO. 26-13419
BEING A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CAMPBELL AUTHORIZING (A) APPROVAL OF CONTRACT SERVICE
AGREEMENTS TO SELECTED SERVICE PROVIDERS FROM THE ISSUED
REQUEST FOR QUALIFICATIONS, (B) AWARD OF $5005000 TO EACH
CONTRACT FOR A MAX CONTRACT TERM OF THREE (3) YEARS AND A
TOTAL CONTRACT BUDGET NOT TO EXCEED $3.000.000 FOR THE SIX
(6) SELECTED SERVICE PROVIDERS, AND (C) AUTHORIZING THE CITY
MANAGER TO AMEND, NEGOTIATE, AND EXECUTE THE CONTRACT
SERVICE AGREEMENTS FOR BUILDING PLAN CHECK AND BUILDING
INSPECTION SERVICES.
WHEREAS, in order to maintain the level of service and ensure the safety of the residents
in the community through the verification and assurances that applications are compliant
with health and safety regulations as outlined in California Administrative Code and
California Code of Regulations, Title 24; and
WHEREAS, the City seeks the special services, consultation or advice in building code
plan check matters from persons specially trained, experienced and competent to perform
the special services required; and
WHEREAS, the City has recognized the need for third party assistance in performing
services which may require review and analysis when existing department staff due not
possess the required technical certifications to conduct the review or analysis; and
WHEREAS, the City authorized to issue a Request for Qualifications (RFQ) on October
47 2022, for Building Plan Check Services; and
WHEREAS, the City entered into service agreements with four (4) firms on February 1,
2023 appropriating $1,000,000 for the duration of the contract term, and
WHEREAS, the City released a Request for Qualifications (RFQ) on February 11, 2026,
and received fifteen (15) proposals; and
WHEREAS, the City has selected six (6) firms that meet the qualifications and criteria to
provide building plan check and building inspection services for the City of Campbell; and
WHEREAS, the City Council has reviewed and approved the award of each contract
service agreement for an amount not to exceed $499,998 for adopted contracts with a
max contract term of three (3) years; and
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of
Campbell hereby authorizes (A) approval of contract service agreements to selected
service providers from the issued request for qualifications, (B) award of $500,000
to each contract for a max contract term of three (3) years and a total contract budget
not to exceed $3,000,000 for the six (6) selected service providers, and (c)
CITY OF CAMPBELL
CONSULTANT SERVICES AGREEMENT
This Agreement is entered into at Campbell, California on the 1st day of July 2026, by and
between the City of Campbell (hereinafter referred to as "City") and NVS, Inc., (hereinafter referred to as
"Consultant") (each is referred to individually as a "Party" and collectively, as the "Parties").
WHEREAS, City desires to obtain consulting services for the purpose of construction plan review
to determine code compliance against City adopted California Building Codes either in -part or in -entirety;
WHEREAS, Consultant represents that it has the expertise, means, and ability to perform said such
services and has currency with all applicable certifications, licenses, bonding, and insurance;
NOW, THEREFORE, in consideration of each other's mutual promises, Consultant and City agree
as follows:
1. DUTIES OF CONSULTANT
1.1 Consultant agrees to perform services as set forth in Exhibit A - Scope of Services, attached
hereto and incorporated herein by reference, and which shall be interpreted together and in harmony with
this Agreement. In the event of any conflict between Exhibit A and this Agreement, this Agreement shall
govern, control, and take precedence.
1.2 Consultant's project manager will meet with the City's project coordinator prior to
commencement of the project to establish a clear understanding of the working relationships, authorities,
trade standards, and management philosophy of City as it relates to this Agreement.
1.3 Consultant, working with the City, will gather available existing information concerning
the project, and shall review documents as necessary for compliance with the project's objectives.
1.4 In performance of this Agreement by Consultant, time will be of the essence. Completion
deadlines will be so agreed and arranged in advance and in writing. Plan examination and estimated cost to
provide shall include an expected normal first round examination time limit targeted at 10 working days,
with follow up second reviews targeted at 5 working days from the date of document receival. A third round
of plan check and any additional rounds or specifics or related shop drawing and/or revision review shall
be billed on a Time and Materials base, at the agreed upon hourly rate set forth in Section 3, below. If a
specific project is deemed by Consultant to be beyond normal where these performance limits cannot
reasonably be met, Consultant must obtain City's prior acceptance of the deviation or time extensions in
writing.
1.5 Except as expressly stated in Section 1.4, Consultant shall not be responsible for delay
caused by activities or factors beyond Consultant's reasonable control, including delays in document
submittals, product specification, or by reason of strikes, work slow -downs or stoppages, or acts of God.
Each party hereto shall give notice promptly to the other of the nature and extent of any Force Majeure claimed
to delay, hinder or prevent performance of the services under this Agreement. Each Party will, however, make
all reasonable efforts to remove or eliminate such a cause of delay or default and will, upon the cessation of
the cause, diligently pursue performance of its obligations in this Agreement. In the event either party is
prevented or delayed in the performance of its respective obligation by reason of such Force Maj eure, there
may be an equitable adjustment of the schedule and Consultant compensation based on City's sole discretion.
1.6 Consultant agrees to perform this Agreement in accordance with the highest degree of skill
and expertise exercised by members of Consultant's profession working on similar projects under similar
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circumstances.
1.7 Consultant shall perform in good faith with City in all aspects of the performance of this
Agreement.
1.8 In the course of the performance of this Agreement, Consultant shall act in the City's best
interest as it relates to the project.
1.9 In the event, major discrepancies, omissions, or misrepresentations, are discovered during
the activity of this Agreement, Consultant shall stop forward progress and notify the City's project
coordinator in a timely way. When resolved, forward progress shall commence.
1.10 All activities of Consultant, its employees, subcontractors, and/or agents will be carried out
in compliance with all applicable federal, state, and local laws and regulations.
1.11 The designated project manager for Consultant shall be . Consultant's project
manager shall have all the necessary authority to direct technical and professional work within the scope of
the Agreement and shall serve as the principal point of contact with the City and the City's project
coordinator. The authorized principal of Consultant executing this Agreement for the Consultant shall have
authority to make decisions regarding changes in services, termination and other matters related to the
performance of this agreement on behalf of Consultant.
1.12 The Consultant (and its employees, agents, representatives, and subconsultants), in the
performance of this Agreement, shall act in an independent capacity and not as officers or employees or
agents of the City. The City shall not direct the work and means for accomplishment of the services and
work to be performed hereunder. The City, however, retains the right to require that work performed by
Consultant meet specific standards consistent with the requirements of this Agreement without regard to
the manner and means of accomplishment thereof. Subcontractors shall assume all rights, obligations, and
liabilities, applicable to it as an independent contractor hereunder. Consultant represents and warrants that
it (i) is fully experienced and properly qualified to perform the class of work and services provided for
herein, (ii) has the financial capability and shall finance its own operations required for the performance of
the work and services and (iii) is properly equipped and organized to perform the work and services in a
competent, timely and proper manner in accordance with the requirements of this Agreement. Consultant
agrees to comply with AB5, codified at Labor Code section 2750.3, and shall indemnify, defend and hold
harmless the City, its officers, officials, directors, agents representatives, volunteers, and employees against
any claim or liability, including attorneys' fees and costs, arising in any manner related to this Agreement
that an employee, agent or others under Consultant's supervision or control was misclassified.
1.13 This Agreement contains provisions that permit mutually acceptable changes in the scope,
character or complexity of the work if such changes become desirable or necessary as the work progresses.
Adjustments to the basis of payment and to the time for performance of the work, if any, shall be established
by a written contract amendment (approved and executed by the City) to accommodate the changes in work.
1.14 Consultant warrants that Consultant, its subcontractors, and/or agents (if any) has/have
complied with any and all federal, state, and local licensing requirements and agrees to provide proof of
such requirements at City's request.
2. DUTIES OF CITY
2.1 City shall furnish to Consultant all available and pertinent data and information requested
by Consultant to facilitate the preparation of the documents called for in this Agreement. Consultant shall
be entitled to reasonably rely on the accuracy and completeness of such information, provided that
Consultant shall make any additional investigation reasonably necessary to confirm such information and
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provide City prompt written notice of any known or discovered defects in such data and information.
2.2 City shall provide contract administration services. City shall notify Consultant of required
administrative procedures and shall name representatives, if any, authorized to act in its behalf.
2.3 City shall review documents submitted by Consultant and shall render decisions pertaining
thereto as promptly as reasonably possible.
3. COMPENSATION
3.1 For the full performance of the services described herein by Consultant, City agrees to
compensate Consultant for all services and direct costs associated with the performance of the Project in an
amount not to exceed $500,000:
a. Once each month, Consultant shall submit for payment by City, an itemized invoice for services
performed during the previous billing period. The invoice shall describe the services rendered and the title
of the item of work and shall list labor hours by personnel classification. Said invoice shall be based on all
labor and direct expense charges made for work performed on the Project. Labor charges shall be in
accordance with the fee schedule found in Exhibit A of this Agreement. City shall pay Consultant for
services rendered and approved by the City within 30 days from the date the itemized invoice is received
by the City, subject to the maximum not to exceed amount specified above and the City's right to object.
b. Direct costs are those outside costs incurred on or directly for the project and substantiated with
invoices for the charges. Direct expenses include printing, reproduction, and delivery charges.
3.2 If Consultant incurs other costs which are not specifically covered by the terms of this
Agreement, but which are necessary for performance of Consultant's duties, City may approve payment for
said costs if authorized in writing by the City in advance.
3.3 City may order changes in the scope or character of services in writing, including increasing
or decreasing the amount of Consultant's services. In the event that the work is decreased, Consultant is
entitled to full compensation for all services performed and expenses incurred prior to receipt of notice of
change. Under no conditions shall Consultant make any changes to the work, either as additions or
deductions, without the prior written order of the City. In the event that the City determines that a change
to the work or services from that specified in this Agreement is required, the contract time and/or actual
costs reimbursable by the City for the project may be adjusted by contract amendment or change order to
accommodate the changed work. The maximum not to exceed total amount specified in this Article 3
(Compensation) shall not be exceeded, unless authorized by written contract amendment or change order,
approved and executed by the City. Consultant shall obtain prior written approval for a revised fee schedule
from the City before exceeding such fee schedule. Only City's authorized representative(s) is authorized to
approve changes to this Agreement on behalf of City.
3.4 In no event will the Consultant be reimbursed for any costs or expenses at any rates that
exceed the rates for set forth in the fee schedule found in Exhibit B.
3.5 Consultant agrees that the payments to Consultant specified in this Article 3
(Compensation) will constitute full and complete compensation for all obligations assumed by Consultant
under this Agreement. Where conflicts regarding compensation may occur, the provisions of this section
apply.
4. SUBCONSULTANTS
4.1 Consultant may not subcontract any services required under this Agreement without the
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prior written consent of the City
4.2 Consultant shall be responsible to City for the performance of any and all subconsultants
who perform work under this contract, and any acts of negligence or misconduct on their part. Consultant
is solely responsible for all payments due to subconsultants.
4.3 Consultant shall require and verify that all subcontractors maintain insurance meeting all of
the requirements stated herein, including naming the City of Campbell, its officers, officials, directors,
agents, representatives, volunteers, and employees as additional insureds. Any modification to the insurance
requirements for subcontractors must be agreed to by the City in writing.
4.4 If at any time, the City determines any subcontractor is incompetent or unqualified,
Consultant will be notified and will be expected to immediately cancel the subcontract.
5. OWNERSHIP OF DOCUMENTS AND MATERIALS
All original drawings, documents, papers, data, materials, photographs, negatives and other work
products prepared by the Consultant and/or its subconsultants in the performance of the services
encompassed in this Agreement (whether in printed or electronic format) ("project -related documents and
materials) shall be the property of the City and may be used on this project without the consent of the
Consultant or its subcontractors. City acknowledges that such drawings, documents, and other items are
instruments of professional services intended for use only on the subject project. Consultant agrees that all
copyrights which arise from creation of the project -related documents and materials pursuant to this
Agreement shall be vested in the City and waives and relinquishes all claims to copyright or other
intellectual property rights in favor of the City. Any project -related documents and materials related to this
Agreement shall be confidential, not to be used by the Consultant on other projects or disclosed to any third
party, except by agreement in writing by the City, or except as otherwise provided herein. Upon the
completion or termination of this Agreement for any reason, the City shall be entitled to receive, and
Consultant shall promptly provide to the City upon request, all finished and unfinished project -related
documents and materials, produced or gathered by or on behalf of Consultant, that are in Consultant's
possession, custody or control. Consultant may retain copies of said documents and materials for its files.
In the event of termination, any dispute regarding compensation or damages shall not hinder, prevent, or
otherwise impact the City's right to promptly receive and use such documents and materials which are the
sole and exclusive property of the City.
Certain information received by Consultant from City may be considered confidential ("Confidential
Information"). Confidential Information shall mean all non-public information or proprietary materials (in
every form and media) disclosed or made available directly or indirectly through any means of
communication, either verbally or in writing, to Consultant in connection with this Agreement. Unless
otherwise required by law, Consultant shall not, without City's written permission, use or disclose City
documentation and/or Confidential Information other than in the performance of the obligations under this
Agreement. As between Consultant and City, all City Confidential Information shall remain the property
of the City. Consultant shall not acquire ownership interest in the City's Confidential Information.
Consultant shall be responsible for ensuring and maintaining the security and confidentiality of City's
Confidential Information, protect against any anticipated threats or hazards to the security or integrity of
City Data and Confidential Information, protect against unauthorized access to or use of City Data and
Confidential Information that could result in substantial harm or inconvenience to City or any end users;
and ensure the proper return and/or disposal of City Data and Confidential Information upon termination
of this Agreement with notice to the City.
Consultant shall take appropriate action to address any incident of unauthorized access to City's
Confidential Information, including addressing and/or remedying the issue that resulted in such
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unauthorized access, notifying City as soon as possible of any incident of unauthorized access to City Data
and Confidential Information, or any other breach in Consultant's security that materially affects City or
end users; and be responsible for ensuring compliance by its officers, employees, agents, and subcontractors
with the confidentiality provisions hereof. Should confidential and/or legally protected City Data be
divulged to unauthorized third parties, Consultant shall comply with all applicable federal and state laws
and regulations, including but not limited to California Civil Code sections 1798.29 and 1798.82 at
Consultant's sole expense. Consultant shall not charge City for any expenses associated with Consultant's
compliance with these obligations.
Consultant shall defend, indemnify and hold harmless City, its officials, officers, employees and agents
against any claim, liability, loss, injury or damage (including attorneys' fee and costs) arising out of, or in
connection with, the unauthorized use, access, and/or disclosure of City's Confidential Information by
Consultant and/or its agents, employees or sub -contractors, excepting only loss, injury or damage caused
by the sole negligence or willful misconduct of the City. This provision shall survive the termination or
expiration of this Agreement.
6. TERMINATION
6.1 Notwithstanding any other provision of this Agreement, the City may terminate this
Agreement at any time, with or without cause, in its sole discretion, by giving notice in writing to Consultant
of such termination. In the event of such termination, Consultant shall have the right and obligation to
immediately assemble the work then in progress for the purpose of completing the work and turning over
all materials and documents to City.
6.2 In the event of such termination, Consultant shall be compensated for all work and services
performed to the point of termination in accordance with the payment provisions set forth in Section 3.1,
unless the termination is for cause, in which event Consultant need be compensated only to the extent
required by law.
6.3 Upon notice of termination by City, the Consultant will immediately act to not incur any
additional obligations, costs or expenses, except as may be reasonably necessary to terminate its activities.
All finished or unfinished work or documents procured or produced under the Agreement will become
property of the City upon the termination date. In the event of Consultant's failure to perform pursuant to
the Agreement, the City reserves the right to obtain services elsewhere and Consultant will be liable for the
difference between the prices set forth in the terminated Agreement and the actual cost to the City.
Termination of the Agreement pursuant to this paragraph shall not relieve the Consultant of any liability to
City for additional costs, expenses, or damages sustained by City due to failure of the Consultant to perform
pursuant to the Agreement. City may withhold any payments to Consultant for the purpose of set off until
such time as the exact amount of damages due City from Consultant is determined. After the effective date
of termination, Consultant will have no further claims against the City under the Agreement. No other
compensation will be payable for anticipated profit on unperformed services.
7. AUDIT AND INSPECTION
Consultant shall permit authorized representatives of City to inspect and audit all data and records
relating to its performance under this Agreement for a period of three years following acceptance of the
final study.
EQUAL EMPLOYMENT OPPORTUNITY
Consultant agrees to refrain from discriminatory employment practices on the basis of race,
religious creed, color, sex, national origin, handicap, sexual orientation, marital status, medical condition,
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disability, ancestry, organized affiliation, military or veteran status, or any other consideration made
unlawful by local, state or federal law, of any employee of or applicant for employment with, such
Consultant or subcontractor. City requires Consultant to comply with all applicable federal, state, and local
equal employment opportunity laws and regulations.
9. INSURANCE AND INDEMNIFICATION
9.1 With respect to any design professional services provided by Consultant, the Consultant agrees to
indemnify, and hold harmless the City, its officers, and employees to the fullest extent allowed by law
from any and all claims, actions, causes of action, damages, liabilities and losses, that arise out of, pertain
to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, except for any
claims, actions, causes of action, losses, damages or liabilities proximately caused by the sole negligence
or willful misconduct of City. City shall not be liable for acts of Consultant in performing services
described herein. Notwithstanding anything in this paragraph to the contrary, any defense costs charged to
the design professional under this paragraph shall not exceed the design professional's proportionate
percentage of fault, except:
a. That in the event one or more defendants is unable to pay its share of defense costs due to bankruptcy
or dissolution of the business, the design professional shall meet and confer with the other parties regarding
unpaid defense costs in good faith effort to agree on the allocation of those costs amongst the parties; and
b. Where a project -specific general liability policy insures all project participants for general liability
exposures on a primary basis and also covers all design professionals for their legal liability arising out of
their professional services on a primary basis, then there shall be no limitation on the design professional's
duty to provide a defense and cover the City's cost of defense.
With respect to all matters other than those covered by the foregoing paragraph, Consultant agrees to
indemnify, defend (with counsel reasonably satisfactory to the City) and hold harmless the City, its officers,
officials, directors, agents, representatives, volunteers, and employees to the fullest extent allowed by law
from and against any and all claims, actions, causes of action, losses, damages, liabilities and costs of every
nature, including attorneys' fees and costs (collectively "Losses"), including but not limited to all claims,
actions, causes of action, losses, damages, liabilities for property damage, bodily injury, or death, and all
costs of defending any claim, caused by or arising out of, or alleged to have been caused by or arise out of,
in whole or in part, Consultant's performance under this Agreement, except for any claims, actions, causes
of action, losses, damages, costs or liabilities proximately caused by the sole negligence or willful
misconduct of City. City shall not be liable for acts of Consultant in performing services described herein.
In no event shall this section be construed to require indemnification by the Consultant to a greater extent
than permitted under the public policy of the State of California; and in the event that this contract is subject
to California Civil Code section 2782(b), the foregoing indemnity provisions shall not apply to any liability
for the active negligence of the City.
The defense and indemnity provisions obligations of this Agreement are undertaken in addition to, and shall
not in any way be limited by the insurance obligations contained in this Agreement. The foregoing
indemnity provisions are intended to fully allocate the parties' risk of liability to third -parties; and there
shall be no rights to indemnity or contribution, in law or equity or otherwise between the parties that are
not set forth in this section. Consultant waives all rights to subrogation for any matters covered by the
provisions of this section. Consultant's responsibility for such defense and indemnity obligations as set
forth in this section shall survive the termination or completion of this Agreement for the full period of time
allowed by law.
9.2 Consultant shall maintain insurance conforming to the following specifications to the fullest
amount allowed by law for a minimum of 3 years following the termination or completion of this
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Agreement. The City will be issued a Certificate of Insurance (a Memorandum of Understanding will not
be accepted) with the following minimum requirements:
• Certificate(s) will show current policy number(s) and effective dates;
• Coverage and policy limits will meet, or exceed, requirements below;
• The Certificate Holder will be City of Campbell, Risk Manager, 70 North First Street, Campbell,
CA 95008;
• Certificate will be signed by an authorized representative;
• An endorsement, if required below, will be provided to show the City, its officers, officials,
employees, and volunteers as additional insureds; and
• Coverages must be maintained during the term of the Agreement with the City, unless a longer
duration is required.
A. Required Types of Coverage. Consultant acknowledges that the insurance coverage and policy
limits set forth in this section constitute the minimum amount of coverage required. If Consultant maintains
broader insurance coverage and/or higher limits than the minimums shown below, the City requires and
shall be entitled to the broader insurance coverage and/or higher limits maintained by Consultant. Any
available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be
available to the City.
The policies shall afford the following types of coverage:
1. Commercial General Liability; Ins Services Office (ISO) CGL Form 00 01 11 85
2. Automotive for all automobiles leased, hired, controlled, or owned (if any) by the
consultant;
3. Workers' Compensation and Employer Liability
4. Professional Liability and/or Errors and Omissions
B. Minimum Limits of Insurance
Consultant shall maintain limits no less than:
1. General Liability: $1,000,000 combined single limit per occurrence for bodily,
personal injury and property damage. If Commercial General Liability Insurance or other form with
a general aggregate limit is used, either the general aggregate limit shall apply separately to this
project/location or the general aggregate limit shall be twice the required occurrence limit.
3. Workers' Compensation and Employer's Liability: Workers' Compensation limits
as required by the Labor Code of the State of California and Employer's Liability limits of
$1,000,000 per accident. The Workers' Compensation policy must be endorsed with a waiver of
subrogation in favor of the City for all work performed by the Consultant and its employees. (Not
required if Consultant provides written verification it has no employees).
4. Professional Liability and/or Errors and Omissions: $1,000,000 per claim and
$21000,000 in the annual aggregate.
The limits of insurance required in this Agreement may be satisfied by a combination of primary
and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to
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contain a provision that such coverage shall also apply on a primary and non-contributory basis for
the benefit of City (as agreed to in this Agreement) before the City's own insurance or self-insurance
shall be called upon to protect it as a named insured.
C. Deductible and Self -Insured Retention
Any deductibles or self -insured retention must be declared to and approved by the City, and
shall not reduce the limits of liability. At the option of the City, either: the insurer shall reduce or
eliminate such deductibles or self -insured retention as respects the City, its agents, officers,
attorneys, employees, officials and volunteers; or the Consultant shall procure a bond guaranteeing
payment of losses related to investigations, claim administration, and defense expenses. Policies
containing any self -insured retention provision shall provide or be endorsed to provide that the self -
insured retention may be satisfied by either the named insured or the City.
D. Other Insurance Provisions
The policies are to contain, or be endorsed to contain, the following provisions:
General Liability and Automobile Liability Coverage:
a. The City, its agents, officers, attorneys, employees, officials and volunteers
are to be covered as additional insureds as respects: liability arising out of this Agreement
performed by or on behalf of the Consultant, products and completed operations of the
Consultant, premises owned, occupied or used by the Consultant, or automobiles owned,
leased, hired or borrowed by the Consultant. It is a requirement of this Agreement that any
available insurance proceeds broader than or in excess of the specified minimum insurance
coverage requirements and/or limits set forth in this Agreement shall be available to the
City as an additional insured. Furthermore, the requirements for coverage and limits shall
be (1) the minimum coverage limits specified in this Agreement, or (2) the broader coverage
and maximum limits of coverage of any insurance policy or proceeds available to the named
insured, whichever is affords greater coverage.
b. The Consultant's insurance coverage shall be primary insurance as respects
the City, its agents, officers, attorneys, employees, officials and volunteers. Any insurance
or self-insurance maintained by the City, its agents, officers, attorneys, employees, officials
and volunteers shall be excess of the Consultant's insurance and shall not contribute with it.
C. Any failure to comply with reporting provisions of the policies shall not
affect coverage provided to the City, its agents, officers, attorneys, employees, officials,
and volunteers.
d. The Consultant's insurance shall apply separately to each insured against
whom claim is made or suit is brought with respect to the limits of the insurer's liability.
2. Workers' Compensation and Employer's Liability Coverage: The insurer shall
agree to waive all rights of subrogation against the City, its agents, officers,
attorneys, employees, officials, and volunteers for losses arising from work
performed by the Consultant for the City.
3. All Coverages: Any unintentional failure to comply with reporting provisions of
the policies shall not affect coverage provided to the City; and unless otherwise
approved by the City, each insurance policy required by this clause shall be
endorsed to state that coverage shall not be canceled by either party, except after
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thirty (30) days prior written notice by regular mail has been given to the City, or
ten (10) days for cancellation for non-payment of premium.
E. Suspension or Cancellation or Renewal.lf any of the coverages required by this Agreement
should be suspended, voided, cancelled or reduced in coverage during the term of this Agreement,
Consultant shall immediately notify City and replace such coverage with another policy meeting the
requirements of this Agreement. This contract shall be capped at the sum of $50,000 but may be renewed
upon joint agreement as evidenced by renewed signature and date.
F. Subcontractors. Consultant agrees that any and all contracts with subcontractors for performance
of any matter under this Agreement shall require the subcontractors to comply with the same indemnity and
insurance requirements set forth in this Agreement to the extent that they apply to the scope of the
subcontractors' work. Subcontractors are to be bound to contractor and to City in the same manner and to
the same extent as the Consultant is bound to City under this Agreement. Subcontractors shall further agree
to include these same provisions with any sub -subcontractor. A copy of this Agreement will be furnished
to the subcontractor on request. The Consultant shall require all subcontractors to provide a valid certificate
of insurance and the required endorsements included in the Agreement prior to commencing any work, and
will provide proof of compliance to the City.
G. Acceptability of Insurers. Without limiting Consultant's indemnification provided hereunder, the
policies of insurance listed in Article 9.2 of this Agreement are to be issued by an issuer with a current A.M.
Best Rating of A: V and who is authorized to transact business in the State of California, unless otherwise
approved by the City.
H. Verification of Coverage. Consultant shall furnish the City with endorsements and certificates of
insurance evidencing coverage required by this clause. The certificates for each insurance policy are to be
signed by a person authorized by that insurer to bind coverage on its behalf. The certificates are to be on
forms acceptable to the City. Where required by statue, forms approved by the Insurance Commissioner
are to be submitted. All certificates are to be received and approved by the City before work commences.
I. Special Risks/Circumstances. City reserves the right to modify these requirements, including
limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances
and provide notice to Consultant.
10. MISCELLANEOUS
10.1 This Agreement shall be binding on the heirs, executors, assigns and successors of
Consultant.
10.2 Neither party may assign or alter this Agreement, or any portion hereof, without the prior
written consent of the other.
10.3 This Agreement shall not be construed to alter, affect, or waive any lien or stop notice rights,
which Consultant may have for the performance of services pursuant to this Agreement.
10.4 Neither party's waiver of any term, condition or covenant, or breach of any term, condition
or covenant shall be construed as the waiver of any other term, condition or covenant or waiver of the
breach of any other term, condition or covenant.
10.5 This Agreement contains the entire Agreement between City and Consultant relating to the
project and the provision of services to the project. Any prior agreements, promises, negotiations, or
representations not expressly set forth in this Agreement are of no force or effect. Subsequent modifications
to this Agreement shall be in writing and signed by both City and Consultant.
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10.6 If any term, condition or covenant of this Agreement is held by a court of competent
jurisdiction to be invalid, void, or unenforceable, the remaining provisions of this Agreement shall be valid
and binding on City and Consultant.
10.7 This Agreement shall be governed in accordance with the laws of the State of California.
10.8 The term of this Agreement shall commence upon execution of the Agreement and
terminate upon proper notice from either party, pursuant to Section 6. Any extension of the Agreement shall
be mutually agreed upon in writing and shall require an amendment to the Agreement signed by both parties
10.9 Changes or amendments to this Agreement must be in writing and approved by all parties
10.10 The initial contract term shall commence upon execution of the contract by the City and
shall be for a three (3) year period, unless terminated sooner in accordance with the contract. The City of
Campbell, through City Council approval, may elect to extend the contract period. Consultant will be
provided written notice not less than thirty (30) days prior to expiration of the original or extended term.
10.11 The term of this Agreement shall commence upon execution of the Agreement and
terminate upon proper notice from either party, pursuant to Section 6. Any extension of the Agreement shall
be mutually agreed upon in writing and shall require an amendment to the Agreement signed by both parties.
10.12 Consultant owes the City a duty of undivided loyalty in performing the work and services
under this Agreement, including, but not limited to, the obligation to refrain from having economic interests
and/or participating in activities that conflict with the City's interests in respect to the work and/or services
and project. The Consultant shall list current clients who may have a financial interest in the outcome of
this Agreement. The Consultant hereby certifies that it does not now have, nor shall it acquire any financial
or business interest that would conflict with the performance of services under this agreement. Consultant
shall not make or participate in making or in any way attempt to use Consultant's position to influence a
governmental decision in which Consultant knows or has reason to know Consultant has a direct or indirect
financial interest other than the compensation promised by this Agreement. Consultant will immediately
advise the City if Consultant learns of a financial interest of Consultant's during the term of this Agreement.
10.13 City is a public agency subject to the disclosure requirements of the California Public
Records Act ("CPRA"). If Consultant's proprietary information is contained in documents or information
submitted to City, and Consultant claims that such information falls within one or more CPRA exemptions,
Consultant must clearly mark such information "Confidential and Proprietary," and identify the specific
lines containing the information. In the event of a request for such information, City will make best efforts
to provide notice to Consultant prior to such disclosure. If Consultant contends that any documents are
exempt from the CPRA and wishes to prevent disclosure, it is required to obtain a protective order,
injunctive relief or other appropriate remedy from a court of law in Santa Clara County before the City is
required to respond to the CPRA request. If Consultant fails to obtain such remedy within the time the City
is required to respond to the CPRA request, City may disclose the requested information without any
liability to Consultant. Consultant further agrees that it shall defend, indemnify and hold City harmless
against any claim, action or litigation (including but not limited to all judgments, costs, and attorney's fees)
that may result from denial by City of a CPRA request for information arising from any representation, or
any action (or inaction), by the Consultant.
10.14 Neither party hereto shall be considered in default in the performance of its obligation
hereunder to the extent that the performance of any such obligation is prevented or delayed by an act of
God, natural disaster, pandemic, acts of terrorism, war, or other peril, which is beyond the reasonable
control of the affected party and without the negligence of the respective Parties. Each party hereto shall
give notice promptly to the other of the nature and extent of any Force Majeure claimed to delay, hinder or
prevent performance of the services under this Agreement. Each Party will, however, make all reasonable
Page 10 of 15
efforts to remove or eliminate such a cause of delay or default and will, upon the cessation of the cause,
diligently pursue performance of its obligations in this Agreement. In the event either party is prevented or
delayed in the performance of its respective obligation by reason of such Force Majeure, there may be an
equitable adjustment of the schedule and Consultant compensation based on City's sole discretion.
10.15 Except as City may specify in writing, Consultant shall have no authority, express or
implied, to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority,
express or implied, pursuant to this Agreement to bind City to any obligation whatsoever.
10.16 Consultant warrants that Consultant, its subcontractors and/or agents (if any) has/have
complied with any and all federal, state, and local licensing requirements
10.17 Each party acknowledges that it has reviewed this Agreement and that the normal rule of
construction to the effect that any ambiguities are to be resolved against the drafting party shall not be
employed in the interpretation of this Agreement.
10.18 The signatories to this Agreement warrant and represent that each is authorized to execute
this Agreement and that their respective signatures serve to legally obligate their respective representatives,
agents, successors and assigns to comply with the provisions of this Agreement.
10.19 This Agreement is entered into, and to be performed in Santa Clara County, California, and
any action arising out of or related to this Agreement shall be maintained in a court of appropriate
jurisdiction in Santa Clara County, California.
11. NOTICES
Notices required under this Agreement may be delivered by first class mail addressed to the
appropriate party at one of the following addresses:
CITY: City of Campbell
Attention: Rob Eastwood
70 North First Street,
Campbell, CA 95008
CONSULTANT: NV5, Inc.
Attention: Jeffrey M. Cooper, PE
2005 De La Cruz Boulevard, Ste 168
Santa Clara, CA 95050
(949) 585-0477 ; jeff.copper@nv5.com
L gnatures on theLollowing Pagel
Having read and understood the foregoing Agreement, the undersigned parties agree to be bound hereby:
Page 11 of 15
CONSULTANT
NV5, Inc.
0
Title:
CITY OF CAMPBELL
By: Brian Loventhal
Title: City Manager
Date: Date:
Page 12 of 15
Exhibit A - Scope of Services and Fees
Our plan review process is modeled after a municipal structure that includes building, public works, tire,
and other disciplines as required. We have outlined this system in the section below.
Step 1 -F Efficient & Effective Intake
Over the last 75 years, we have discovered that the success of serving our clients' needs starts with an
effective and efficient intake of plans. That is why our plan intake coordinators are vigilant at reviewing
submittal packages to verify completeness before accepting them and logging them into our document
management system or through the utilization of the City's preferred platform.
Step 2 - Broadcast Notification of Receipt of Submittal
Communication is essential to the success of your project. Once plans are received, they will be
distributed to each required review discipline simultaneously. A lead reviewer will be assigned and will
consolidate all reviewer comments into a single, comprehensive response. Due dates are clearly stated
with each assignment given.
Step 3 - Confirmation of Completeness
Once the team receives a new notification of submittal, the discipline leader reviews the package,
looking for two things. The first is to verify the package contains the
technical information needed for a full review. The second focus is on identifying the best reviewer for the
work. For phased projects, we will review the submittal package with the understanding that there may be
elements missing.
We will review submittal packages as they come in and are ready and can issue conditional approvals if
necessary. Deferred submittals are also an area of expertise for our team. We fully understand that designs
for all documents may not be ready at the same time, and our team is able to provide flexible reviews and
work. with designers to efficiently process, review, revise, and ultimately approve drawings for construction.
Since we built our teams with a deep bench. of technical expertise, we have the flexibility to
assign the review to a person who has specialized knowledge of the design requirements and
available time in their schedule. Based on this review, the discipline leader will make
assignments for the review.
Step 4 - Submittal Review & Comment Consolidation
Our specialists will complete the review of the submittal to check its conformity against standards and
regulations. After examining the package, the reviewer creates a comment letter and/or marks the plans
before sending the package back to the discipline lead.
Since many submittals require review from multiple disciplines, the lead reviewer consolidates
the comments. This consolidation process reduces redundancy and potential conflicts between
competing interests. If the lead reviewer identifies competing comments, the lead reviewer will
coordinate with the discipline leads to clarify the priorities or provide suggestions for resolving
the conflict. Then, these resolved comments will be included in the final comment letter and
issues the response back to the applicant.
Step 5 - Status Update & Notification of Required Action
Upon notification of review completion, marked up plans, comments, and other required items are
noted and available for immediate retrieval.
Page 13 of 15
Exhibit B — Fee Schedule
FEE SCHEDULE
PLAN REVIEW FIXED PERCENTAGE FEE
The following fees include all rechecks, plan check conferences, and plan check coordination, and will remain in effect
throughout the term of this Agreement:
1. NV5's fee per plan review will be 65% of the plan review fees collected by the City. The initial plan review fee
includes two rechecks. Additional rechecks can be performed on a time -and -material basis according to the
hourly rates outlined below.
2. NV5's fee per structural -only plan review shall be 40% of the fees collected by the City. The initial plan review
fee includes two rechecks. Additional rechecks can be performed on a time and material basis according to
the hourly rates outlined below.
3. NV5's fee per fire plan review will be time -and -materials, billed at the hourly rates outlined below.
4. Plan review of deferred submittals and revisions to approved permits can be provided on a time -and -material
basis, billed at the hourly rates outlined below.
5. Expedited plan check can be performed for an additional 25% of the regular fees listed in 1 through 3 above.
The minimum plan check fee will be $400.
HOURLY RATES
Included below is NV5's hourly fee schedule. Rates will be effective through the first year of the agreement. Rates will
automatically increase by 3% at the beginning of each additional yearly term.
CLASSIFICATION
HOURLY RATE
Project Manager $230
Senior Plan Reviewer III
$215
Senior Plan Reviewer II
$190
Senior Plan Reviewer 1
$170
Plan Reviewer III
$165
Plan Reviewer 11
$155
Plan Reviewer 1
$135
Fire Plan Review
$165
Supervising Inspector
$180
Senior ICC Certified Inspector
$155
ICC Certified Inspector
$140
Plan Check Coordination/Permit Technician $112
REIMBURSABLE EXPENSES COST
Other Direct Costs (ODCs) + Subconsultant Services Cost + 15%
Automobile Transportation per IRS standard
* Regular rates. Work in excess of 8 hours and work on Saturdays will be billed at 1.5 times the regular rate. Work in excess of 12 hours
and work on Sundays and Holidays will be billed at 2 times the regular rate.
Page 14 of 15
CITY OF CAMPBELL
CONSULTANT SERVICES AGREEMENT
This Agreement is entered into at Campbell, California on the 1st day of July, 2026, by and
between the CITY OF CAMPBELL (hereinafter referred to as "City") and O'BRIEN CODE
CONSULTING INC. (hereinafter referred to as "Consultant") (each is referred to individually as a
"Party" and collectively, as the "Parties").
WHEREAS, City desires to obtain consulting services for the purpose of construction plan review
to determine code compliance against City adopted California Building Codes either in -part or in -entirety;
WHEREAS, Consultant represents that it has the expertise, means, and ability to perform said
such services and has currency with all applicable certifications, licenses, bonding, and insurance;
NOW, THEREFORE, in consideration of each other's mutual promises, Consultant and City
agree as follows:
1. DUTIES OF CONSULTANT
1.1 Consultant agrees to perform services as set forth in Exhibit A - Scope of Services,
attached hereto and incorporated herein by reference, and which shall be interpreted together and in
harmony with this Agreement. In the event of any conflict between Exhibit A and this Agreement, this
Agreement shall govern, control, and take precedence.
1.2 Consultant's project manager will meet with the City's project coordinator prior to
commencement of the project to establish a clear understanding of the working relationships, authorities,
trade standards, and management philosophy of City as it relates to this Agreement.
1.3 Consultant, working with the City, will gather available existing information concerning
the project, and shall review documents as necessary for compliance with the project's objectives.
1.4 In performance of this Agreement by Consultant, time will be of the essence. Completion
deadlines will be so agreed and arranged in advance and in writing. Plan examination and estimated cost
to provide shall include an expected normal first round examination time limit targeted at 10 working
days, with follow up second reviews targeted at 5 working days from the date of document receival. A
third round of plan check and any additional rounds or specifics or related shop drawing and/or revision
review shall be billed on a Time and Materials base, at the agreed upon hourly rate set forth in Section 3,
below. If a specific project is deemed by Consultant to be beyond normal where these performance limits
cannot reasonably be met, Consultant must obtain City's prior acceptance of the deviation or time
extensions in writing.
1.5 Except as expressly stated in Section 1.4, Consultant shall not be responsible for delay
caused by activities or factors beyond Consultant's reasonable control, including delays in document
submittals, product specification, or by reason of strikes, work slow -downs or stoppages, or acts of God.
Each party hereto shall give notice promptly to the other of the nature and extent of any Force Majeure
claimed to delay, hinder or prevent performance of the services under this Agreement. Each Party will,
however, make all reasonable efforts to remove or eliminate such a cause of delay or default and will, upon
the cessation of the cause, diligently pursue performance of its obligations in this Agreement. In the event
either party is prevented or delayed in the performance of its respective obligation by reason of such Force
Majeure, there may be an equitable adjustment of the schedule and Consultant compensation based on
City's sole discretion.
Page 1 of 15
1.6 Consultant agrees to perform this Agreement in accordance with the highest degree of
skill and expertise exercised by members of Consultant's profession working on similar projects under
similar circumstances.
1.7 Consultant shall perform in good faith with City in all aspects of the performance of this
Agreement.
1.8 In the course of the performance of this Agreement, Consultant shall act in the City's best
interest as it relates to the project.
1.9 In the event, major discrepancies, omissions, or misrepresentations, are discovered during
the activity of this Agreement, Consultant shall stop forward progress and notify the City's project
coordinator in a timely way. When resolved, forward progress shall commence.
1.10 All activities of Consultant, its employees, subcontractors, and/or agents will be carried
out in compliance with all applicable federal, state, and local laws and regulations.
1.11 The designated project manager for Consultant shall be Susan O'Brien. Consultant's
project manager shall have all the necessary authority to direct technical and professional work within the
scope of the Agreement and shall serve as the principal point of contact with the City and the City's
project coordinator. The authorized principal of Consultant executing this Agreement for the Consultant
shall have authority to make decisions regarding changes in services, termination and other matters
related to the performance of this agreement on behalf of Consultant.
1.12 The Consultant (and its employees, agents, representatives, and sub consultants), in the
performance of this Agreement, shall act in an independent capacity and not as officers or employees or
agents of the City. The City shall not direct the work and means for accomplishment of the services and
work to be performed hereunder. The City, however, retains the right to require that work performed by
Consultant meet specific standards consistent with the requirements of this Agreement without regard to
the manner and means of accomplishment thereof. Subcontractors shall assume all rights, obligations,
and liabilities, applicable to it as an independent contractor hereunder. Consultant represents and
warrants that it (i) is fully experienced and properly qualified to perform the class of work and services
provided for herein, (ii) has the financial capability and shall finance its own operations required for the
performance of the work and services and (iii) is properly equipped and organized to perform the work
and services in a competent, timely and proper manner in accordance with the requirements of this
Agreement. Consultant agrees to comply with ABS, codified at Labor Code section 2750.3, and shall
indemnify, defend and hold harmless the City, its officers, officials, directors, agents representatives,
volunteers, and employees against any claim or liability, including attorneys' fees and costs, arising in
any manner related to this Agreement that an employee, agent or others under Consultant's supervision or
control was misclassified.
1.13 This Agreement contains provisions that permit mutually acceptable changes in the scope,
character or complexity of the work if such changes become desirable or necessary as the work
progresses. Adjustments to the basis of payment and to the time for performance of the work, if any, shall
be established by a written contract amendment (approved and executed by the City) to accommodate the
changes in work.
1.14 Consultant warrants that Consultant, its subcontractors, and/or agents (if any) has/have
complied with any and all federal, state, and local licensing requirements and agrees to provide proof of
such requirements at City's request.
Page 2 of 15
2. DUTIES OF CITY
2.1 City shall furnish to Consultant all available and pertinent data and information requested
by Consultant to facilitate the preparation of the documents called for in this Agreement. Consultant shall
be entitled to reasonably rely on the accuracy and completeness of such information, provided that
Consultant shall make any additional investigation reasonably necessary to confirm such information and
provide City prompt written notice of any known or discovered defects in such data and information.
2.2 City shall provide contract administration services. City shall notify Consultant of
required administrative procedures and shall name representatives, if any, authorized to act in its behalf.
2.3 City shall review documents submitted by Consultant and shall render decisions
pertaining thereto as promptly as reasonably possible.
3. COMPENSATION
3.1 For the full performance of the services described herein by Consultant, City agrees to
compensate Consultant for all services and direct costs associated with the performance of the Project in
an amount not to exceed $500,000:
a. Once each month, Consultant shall submit for payment by City, an itemized invoice for services
performed during the previous billing period. The invoice shall describe the services rendered and the
title of the item of work and shall list labor hours by personnel classification. Said invoice shall be based
on all labor and direct expense charges made for work performed on the Project. Labor charges shall be
in accordance with the fee schedule found in Exhibit B of this Agreement. City shall pay Consultant for
services rendered and approved by the City within 30 days from the date the itemized invoice is received
by the City, subject to the maximum not to exceed amount specified above and the City's right to object.
b. Direct costs are those outside costs incurred on or directly for the project and substantiated with
invoices for the charges. Direct expenses include printing, reproduction, and delivery charges.
3.2 If Consultant incurs other costs which are not specifically covered by the terms of this
Agreement, but which are necessary for performance of Consultant's duties, City may approve payment
for said costs if authorized in writing by the City in advance.
3.3 City may order changes in the scope or character of services in writing, including
increasing or decreasing the amount of Consultant's services. In the event that the work is decreased,
Consultant is entitled to full compensation for all services performed and expenses incurred prior to
receipt of notice of change. Under no conditions shall Consultant make any changes to the work, either as
additions or deductions, without the prior written order of the City. In the event that the City determines
that a change to the work or services from that specified in this Agreement is required, the contract time
and/or actual costs reimbursable by the City for the project may be adjusted by contract amendment or
change order to accommodate the changed work. The maximum not to exceed total amount specified in
this Article 3 (Compensation) shall not be exceeded, unless authorized by written contract amendment or
change order, approved and executed by the City. Consultant shall obtain prior written approval for a
revised fee schedule from the City before exceeding such fee schedule. Only City's authorized
representative(s) is authorized to approve changes to this Agreement on behalf of City.
3.4 In no event will the Consultant be reimbursed for any costs or expenses at any rates that
exceed the rates for set forth in the fee schedule found in Exhibit B.
Page 3 of 15
3.5 Consultant agrees that the payments to Consultant specified in this Article 3
(Compensation) will constitute full and complete compensation for all obligations assumed by Consultant
under this Agreement. Where conflicts regarding compensation may occur, the provisions of this section
apply.
4. SUBCONSULTANTS
4.1 Consultant may not subcontract any services required under this Agreement without the
prior written consent of the City.
4.2 Consultant shall be responsible to City for the performance of any and all subconsultants
who perform work under this contract, and any acts of negligence or misconduct on their part. Consultant
is solely responsible for all payments due to subconsultants.
4.3 Consultant shall require and verify that all subcontractors maintain insurance meeting all
of the requirements stated herein, including naming the City of Campbell, its officers, officials, directors,
agents, representatives, volunteers, and employees as additional insureds. Any modification to the
insurance requirements for subcontractors must be agreed to by the City in writing.
4.4 If at any time, the City determines any subcontractor is incompetent or unqualified,
Consultant will be notified and will be expected to immediately cancel the subcontract.
5. OWNERSHIP OF DOCUMENTS AND MATERIALS
All original drawings, documents, papers, data, materials, photographs, negatives and other work
products prepared by the Consultant and/or its subconsultants in the performance of the services
encompassed in this Agreement (whether in printed or electronic format) ("project -related documents and
materials) shall be the property of the City and may be used on this project without the consent of the
Consultant or its subcontractors. City acknowledges that such drawings, documents, and other items are
instruments of professional services intended for use only on the subject project. Consultant agrees that
all copyrights which arise from creation of the project -related documents and materials pursuant to this
Agreement shall be vested in the City and waives and relinquishes all claims to copyright or other
intellectual property rights in favor of the City. Any project -related documents and materials related to
this Agreement shall be confidential, not to be used by the Consultant on other projects or disclosed to
any third party, except by agreement in writing by the City, or except as otherwise provided herein. Upon
the completion or termination of this Agreement for any reason, the City shall be entitled to receive, and
Consultant shall promptly provide to the City upon request, all finished and unfinished project -related
documents and materials, produced or gathered by or on behalf of Consultant, that are in Consultant's
possession, custody or control. Consultant may retain copies of said documents and materials for its files.
In the event of termination, any dispute regarding compensation or damages shall not hinder, prevent, or
otherwise impact the City's right to promptly receive and use such documents and materials which are the
sole and exclusive property of the City.
Certain information received by Consultant from City may be considered confidential ("Confidential
Information"). Confidential Information shall mean all non-public information or proprietary materials (in
every form and media) disclosed or made available directly or indirectly through any means of
communication, either verbally or in writing, to Consultant in connection with this Agreement. Unless
otherwise required by law, Consultant shall not, without City's written permission, use or disclose City
documentation and/or Confidential Information other than in the performance of the obligations under
this Agreement. As between Consultant and City, all City Confidential Information shall remain the
property of the City. Consultant shall not acquire ownership interest in the City's Confidential
Information.
Page 4 of 15
Consultant shall be responsible for ensuring and maintaining the security and confidentiality of City's
Confidential Information, protect against any anticipated threats or hazards to the security or integrity of
City Data and Confidential Information, protect against unauthorized access to or use of City Data and
Confidential Information that could result in substantial harm or inconvenience to City or any end users;
and ensure the proper return and/or disposal of City Data and Confidential Information upon termination
of this Agreement with notice to the City.
Consultant shall take appropriate action to address any incident of unauthorized access to City's
Confidential Information, including addressing and/or remedying the issue that resulted in such
unauthorized access, notifying City as soon as possible of any incident of unauthorized access to City
Data and Confidential Information, or any other breach in Consultant's security that materially affects
City or end users; and be responsible for ensuring compliance by its officers, employees, agents, and
subcontractors with the confidentiality provisions hereof. Should confidential and/or legally protected
City Data be divulged to unauthorized third parties, Consultant shall comply with all applicable federal
and state laws and regulations, including but not limited to California Civil Code sections 1798.29 and
1798.82 at Consultant's sole expense. Consultant shall not charge City for any expenses associated with
Consultant's compliance with these obligations.
Consultant shall defend, indemnify and hold harmless City, its officials, officers, employees and agents
against any claim, liability, loss, injury or damage (including attorneys' fee and costs) arising out of, or in
connection with, the unauthorized use, access, and/or disclosure of City's Confidential Information by
Consultant and/or its agents, employees or sub -contractors, excepting only loss, injury or damage caused
by the sole negligence or willful misconduct of the City. This provision shall survive the termination or
expiration of this Agreement.
6. TERMINATION
6.1 Notwithstanding any other provision of this Agreement, the City may terminate this
Agreement at any time, with or without cause, in its sole discretion, by giving notice in writing to
Consultant of such termination. In the event of such termination, Consultant shall have the right and
obligation to immediately assemble the work then in progress for the purpose of completing the work and
turning over all materials and documents to City.
6.2 In the event of such termination, Consultant shall be compensated for all work and
services performed to the point of termination in accordance with the payment provisions set forth in
Section 3.1, unless the termination is for cause, in which event Consultant need be compensated only to
the extent required by law.
6.3 Upon notice of termination by City, the Consultant will immediately act to not incur any
additional obligations, costs or expenses, except as may be reasonably necessary to terminate its
activities. All finished or unfinished work or documents procured or produced under the Agreement will
become property of the City upon the termination date. In the event of Consultant's failure to perform
pursuant to the Agreement, the City reserves the right to obtain services elsewhere and Consultant will be
liable for the difference between the prices set forth in the terminated Agreement and the actual cost to the
City. Termination of the Agreement pursuant to this paragraph shall not relieve the Consultant of any
liability to City for additional costs, expenses, or damages sustained by City due to failure of the
Consultant to perform pursuant to the Agreement. City may withhold any payments to Consultant for the
purpose of set off until such time as the exact amount of damages due City from Consultant is
determined. After the effective date of termination, Consultant will have no further claims against the
City under the Agreement. No other compensation will be payable for anticipated profit on unperformed
services.
Page 5 of 15
7. AUDIT AND INSPECTION
Consultant shall permit authorized representatives of City to inspect and audit all data and records
relating to its performance under this Agreement for a period of three years following acceptance of the
final study.
8. EQUAL EMPLOYMENT OPPORTUNITY
Consultant agrees to refrain from discriminatory employment practices on the basis of race,
religious creed, color, sex, national origin, handicap, sexual orientation, marital status, medical condition,
disability, ancestry, organized affiliation, military or veteran status, or any other consideration made
unlawful by local, state or federal law, of any employee of or applicant for employment with, such
Consultant or subcontractor. City requires Consultant to comply with all applicable federal, state, and
local equal employment opportunity laws and regulations.
9. INSURANCE AND INDEMNIFICATION
9.1 With respect to any design professional services provided by Consultant, the Consultant agrees to
indemnify, and hold harmless the City, its officers, and employees to the fullest extent allowed by law
from any and all claims, actions, causes of action, damages, liabilities and losses, that arise out of, pertain
to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, except for any
claims, actions, causes of action, losses, damages or liabilities proximately caused by the sole negligence
or willful misconduct of City. City shall not be liable for acts of Consultant in performing services
described herein. Notwithstanding anything in this paragraph to the contrary, any defense costs charged to
the design professional under this paragraph shall not exceed the design professional's proportionate
percentage of fault, except:
a. That in the event one or more defendants is unable to pay its share of defense costs due to
bankruptcy or dissolution of the business, the design professional shall meet and confer with the other
parties regarding unpaid defense costs in good faith effort to agree on the allocation of those costs
amongst the parties; and
b. Where a project -specific general liability policy insures all project participants for general liability
exposures on a primary basis and also covers all design professionals for their legal liability arising out of
their professional services on a primary basis, then there shall be no limitation on the design professional's
duty to provide a defense and cover the City's cost of defense.
With respect to all matters other than those covered by the foregoing paragraph, Consultant agrees to
indemnify, defend (with counsel reasonably satisfactory to the City) and hold harmless the City, its
officers, officials, directors, agents, representatives, volunteers, and employees to the fullest extent
allowed by law from and against any and all claims, actions, causes of action, losses, damages, liabilities
and costs of every nature, including attorneys' fees and costs (collectively "Losses"), including but not
limited to all claims, actions, causes of action, losses, damages, liabilities for property damage, bodily
injury, or death, and all costs of defending any claim, caused by or arising out of, or alleged to have been
caused by or arise out of, in whole or in part, Consultant's performance under this Agreement, except for
any claims, actions, causes of action, losses, damages, costs or liabilities proximately caused by the sole
negligence or willful misconduct of City. City shall not be liable for acts of Consultant in performing
services described herein.
In no event shall this section be construed to require indemnification by the Consultant to a greater extent
than permitted under the public policy of the State of California; and in the event that this contract is
Page 6 of 15
subject to California Civil Code section 2782(b), the foregoing indemnity provisions shall not apply to
any liability for the active negligence of the City.
The defense and indemnity provisions obligations of this Agreement are undertaken in addition to, and
shall not in any way be limited by the insurance obligations contained in this Agreement. The foregoing
indemnity provisions are intended to fully allocate the parties' risk of liability to third -parties; and there
shall be no rights to indemnity or contribution, in law or equity or otherwise between the parties that are
not set forth in this section. Consultant waives all rights to subrogation for any matters covered by the
provisions of this section. Consultant's responsibility for such defense and indemnity obligations as set
forth in this section shall survive the termination or completion of this Agreement for the full period of
time allowed by law.
9.2 Consultant shall maintain insurance conforming to the following specifications to the fullest
amount allowed by law for a minimum of 3 years following the termination or completion of this
Agreement. The City will be issued a Certificate of Insurance (a Memorandum of Understanding will not
be accepted) with the following minimum requirements:
• Certificate(s) will show current policy number(s) and effective dates;
• Coverage and policy limits will meet, or exceed, requirements below;
• The Certificate Holder will be City of Campbell, Risk Manager, 70 North First Street, Campbell,
CA 95008;
• Certificate will be signed by an authorized representative;
• An endorsement, if required below, will be provided to show the City, its officers, officials,
employees, and volunteers as additional insureds; and
• Coverages must be maintained during the term of the Agreement with the City, unless a longer
duration is required.
A. Required Types of Coverage. Consultant acknowledges that the insurance coverage and policy
limits set forth in this section constitute the minimum amount of coverage required. If Consultant
maintains broader insurance coverage and/or higher limits than the minimums shown below, the City
requires and shall be entitled to the broader insurance coverage and/or higher limits maintained by
Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and
coverage shall be available to the City.
The policies shall afford the following types of coverage:
1. Commercial General Liability; Ins Services Office (ISO) CGL Form 00 01 11 85
2. Automotive for all automobiles leased, hired, controlled, or owned (if any) by the
consultant;
3. Workers' Compensation and Employer Liability
4. Professional Liability and/or Errors and Omissions
B. Minimum Limits of Insurance
Consultant shall maintain limits no less than:
1. General Liability: $1,000,000 combined single limit per occurrence for bodily,
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personal injury and property damage. If Commercial General Liability Insurance or other form
with a general aggregate limit is used, either the general aggregate limit shall apply separately to
this project/location or the general aggregate limit shall be twice the required occurrence limit.
3. Workers' Compensation and Employer's Liability: Workers' Compensation limits
as required by the Labor Code of the State of California and Employer's Liability limits of
$1,000,000 per accident. The Workers' Compensation policy must be endorsed with a waiver of
subrogation in favor of the City for all work performed by the Consultant and its employees. (Not
required if Consultant provides written verification it has no employees).
4. Professional Liability and/or Errors and Omissions: $1,000,000 per claim and
$2,000,000 in the annual aggregate.
The limits of insurance required in this Agreement may be satisfied by a combination of primary
and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed
to contain a provision that such coverage shall also apply on a primary and non-contributory basis
for the benefit of City (as agreed to in this Agreement) before the City's own insurance or self-
insurance shall be called upon to protect it as a named insured.
C. Deductible and Self -Insured Retention
Any deductibles or self -insured retention must be declared to and approved by the City,
and shall not reduce the limits of liability. At the option of the City, either: the insurer shall reduce
or eliminate such deductibles or self -insured retention as respects the City, its agents, officers,
attorneys, employees, officials and volunteers; or the Consultant shall procure a bond guaranteeing
payment of losses related to investigations, claim administration, and defense expenses. Policies
containing any self -insured retention provision shall provide or be endorsed to provide that the
self -insured retention may be satisfied by either the named insured or the City.
D. Other Insurance Provisions
The policies are to contain, or be endorsed to contain, the following provisions:
1. General Liability and Automobile Liability Coverage:
a. The City, its agents, officers, attorneys, employees, officials and
volunteers are to be covered as additional insureds as respects: liability arising out of this
Agreement performed by or on behalf of the Consultant, products and completed
operations of the Consultant, premises owned, occupied or used by the Consultant, or
automobiles owned, leased, hired or borrowed by the Consultant. It is a requirement of
this Agreement that any available insurance proceeds broader than or in excess of the
specified minimum insurance coverage requirements and/or limits set forth in this
Agreement shall be available to the City as an additional insured. Furthermore, the
requirements for coverage and limits shall be (1) the minimum coverage limits specified
in this Agreement, or (2) the broader coverage and maximum limits of coverage of any
insurance policy or proceeds available to the named insured, whichever is affords greater
coverage.
b. The Consultant's insurance coverage shall be primary insurance as
respects the City, its agents, officers, attorneys, employees, officials and volunteers. Any
insurance or self-insurance maintained by the City, its agents, officers, attorneys,
employees, officials and volunteers shall be excess of the Consultant's insurance and shall
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not contribute with it.
C. Any failure to comply with reporting provisions of the policies shall not
affect coverage provided to the City, its agents, officers, attorneys, employees, officials,
and volunteers.
d. The Consultant's insurance shall apply separately to each insured against
whom claim is made or suit is brought with respect to the limits of the insurer's liability.
2. Workers' Compensation and Employer's Liability Coverage: The insurer shall
agree to waive all rights of subrogation against the City, its agents, officers,
attorneys, employees, officials, and volunteers for losses arising from work
performed by the Consultant for the City.
3. All Coverages: Any unintentional failure to comply with reporting provisions of
the policies shall not affect coverage provided to the City; and unless otherwise
approved by the City, each insurance policy required by this clause shall be
endorsed to state that coverage shall not be canceled by either party, except after
thirty (30) days prior written notice by regular mail has been given to the City, or
ten (10) days for cancellation for non-payment of premium.
E. Suspension or Cancellation or Renewal.If any of the coverages required by this Agreement
should be suspended, voided, cancelled or reduced in coverage during the term of this Agreement,
Consultant shall immediately notify City and replace such coverage with another policy meeting the
requirements of this Agreement. This contract shall be capped at the sum of $50,000 but may be renewed
upon joint agreement as evidenced by renewed signature and date.
F. Subcontractors. Consultant agrees that any and all contracts with subcontractors for performance
of any matter under this Agreement shall require the subcontractors to comply with the same indemnity
and insurance requirements set forth in this Agreement to the extent that they apply to the scope of the
subcontractors' work. Subcontractors are to be bound to contractor and to City in the same manner and to
the same extent as the Consultant is bound to City under this Agreement. Subcontractors shall further
agree to include these same provisions with any sub -subcontractor. A copy of this Agreement will be
furnished to the subcontractor on request. The Consultant shall require all subcontractors to provide a
valid certificate of insurance and the required endorsements included in the Agreement prior to
commencing any work, and will provide proof of compliance to the City.
G. Acceptability of Insurers. Without limiting Consultant's indemnification provided hereunder, the
policies of insurance listed in Article 9.2 of this Agreement are to be issued by an issuer with a current
A.M. Best Rating of A: V and who is authorized to transact business in the State of California, unless
otherwise approved by the City.
H. Verification of Coverage. Consultant shall furnish the City with endorsements and certificates of
insurance evidencing coverage required by this clause. The certificates for each insurance policy are to
be signed by a person authorized by that insurer to bind coverage on its behalf. The certificates are to be
on forms acceptable to the City. Where required by statue, forms approved by the Insurance
Commissioner are to be submitted. All certificates are to be received and approved by the City before
work commences.
I. Special Risks/Circumstances. City reserves the right to modify these requirements, including
limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances
and provide notice to Consultant.
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10. MISCELLANEOUS
10.1 This Agreement shall be binding on the heirs, executors, assigns and successors of
Consultant.
10.2 Neither party may assign or alter this Agreement, or any portion hereof, without the prior
written consent of the other.
10.3 This Agreement shall not be construed to alter, affect, or waive any lien or stop notice
rights, which Consultant may have for the performance of services pursuant to this Agreement.
10.4 Neither party's waiver of any term, condition or covenant, or breach of any term,
condition or covenant shall be construed as the waiver of any other term, condition or covenant or waiver
of the breach of any other term, condition or covenant.
10.5 This Agreement contains the entire Agreement between City and Consultant relating to
the project and the provision of services to the project. Any prior agreements, promises, negotiations, or
representations not expressly set forth in this Agreement are of no force or effect. Subsequent
modifications to this Agreement shall be in writing and signed by both City and Consultant.
10.6 If any term, condition or covenant of this Agreement is held by a court of competent
jurisdiction to be invalid, void, or unenforceable, the remaining provisions of this Agreement shall be
valid and binding on City and Consultant.
10.7 This Agreement shall be governed in accordance with the laws of the State of California.
10.8 This Agreement may be executed in counterparts which shall, in the aggregate, be deemed
an original but all of which, together, shall constitute one and the same instrument. A scanned, electronic,
facsimile or other copy of a parry's signature shall be accepted and valid as an original.
10.9 Changes or amendments to this Agreement must be in writing and approved by all parties.
10.10 The initial contract term shall commence upon execution of the contract by the City and
shall be for a three (3) year period, unless terminated sooner in accordance with the contract. The City of
Campbell, through City Council approval, may elect to extend the contract period. Consultant will be
provided written notice not less than thirty (30) days prior to expiration of the original or extended term.
10.11 The term of this Agreement shall commence upon execution of the Agreement and
terminate upon proper notice from either party, pursuant to Section 6. Any extension of the Agreement
shall be mutually agreed upon in writing and shall require an amendment to the Agreement signed by
both parties.
10.12 Consultant owes the City a duty of undivided loyalty in performing the work and services
under this Agreement, including, but not limited to, the obligation to refrain from having economic
interests and/or participating in activities that conflict with the City's interests in respect to the work
and/or services and project. The Consultant shall list current clients who may have a financial interest in
the outcome of this Agreement. The Consultant hereby certifies that it does not now have, nor shall it
acquire any financial or business interest that would conflict with the performance of services under this
agreement. Consultant shall not make or participate in making or in any way attempt to use Consultant's
position to influence a governmental decision in which Consultant knows or has reason to know
Consultant has a direct or indirect financial interest other than the compensation promised by this
Agreement. Consultant will immediately advise the City if Consultant learns of a financial interest of
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Consultant's during the term of this Agreement.
10.13 City is a public agency subject to the disclosure requirements of the California Public
Records Act ("CPRA"). If Consultant's proprietary information is contained in documents or information
submitted to City, and Consultant claims that such information falls within one or more CPRA
exemptions, Consultant must clearly mark such information "Confidential and Proprietary," and identify
the specific lines containing the information. In the event of a request for such information, City will
make best efforts to provide notice to Consultant prior to such disclosure. If Consultant contends that any
documents are exempt from the CPRA and wishes to prevent disclosure, it is required to obtain a
protective order, injunctive relief or other appropriate remedy from a court of law in Santa Clara County
before the City is required to respond to the CPRA request. If Consultant fails to obtain such remedy
within the time the City is required to respond to the CPRA request, City may disclose the requested
information without any liability to Consultant. Consultant further agrees that it shall defend, indemnify
and hold City harmless against any claim, action or litigation (including but not limited to all judgments,
costs, and attorney's fees) that may result from denial by City of a CPRA request for information arising
from any representation, or any action (or inaction), by the Consultant.
10.14 Neither party hereto shall be considered in default in the performance of its obligation
hereunder to the extent that the performance of any such obligation is prevented or delayed by an act of
God, natural disaster, pandemic, acts of terrorism, war, or other peril, which is beyond the reasonable
control of the affected party and without the negligence of the respective Parties. Each party hereto shall
give notice promptly to the other of the nature and extent of any Force Majeure claimed to delay, hinder
or prevent performance of the services under this Agreement. Each Party will, however, make all
reasonable efforts to remove or eliminate such a cause of delay or default and will, upon the cessation of
the cause, diligently pursue performance of its obligations in this Agreement. In the event either party is
prevented or delayed in the performance of its respective obligation by reason of such Force Majeure,
there may be an equitable adjustment of the schedule and Consultant compensation based on City's sole
discretion.
10.15 Except as City may specify in writing, Consultant shall have no authority, express or
implied, to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no
authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever.
10.16 Consultant warrants that Consultant, its subcontractors and/or agents (if any) has/have
complied with any and all federal, state, and local licensing requirements
10.17 Each party acknowledges that it has reviewed this Agreement and that the normal rule of
construction to the effect that any ambiguities are to be resolved against the drafting party shall not be
employed in the interpretation of this Agreement.
10.18 The signatories to this Agreement warrant and represent that each is authorized to execute
this Agreement and that their respective signatures serve to legally obligate their respective
representatives, agents, successors and assigns to comply with the provisions of this Agreement.
10.19 This Agreement is entered into, and to be performed in Santa Clara County, California,
and any action arising out of or related to this Agreement shall be maintained in a court of appropriate
jurisdiction in Santa Clara County, California.
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11. NOTICES
Notices required under this Agreement may be delivered by first class mail addressed to the
appropriate party at one of the following addresses:
CITY: City of Campbell
Attention: Rob Eastwood
70 North First Street,
Campbell, CA 95008
CONSULTANT: O'Brien Code Consulting Inc.
Attention: Susan O'Brien
340 Orderville Street,
Dayton, NV 89403
LSignatures on the following pagel
Page 12 of 15
Having read and understood the foregoing Agreement, the undersigned parties agree to be bound hereby:
CONSULTANT CITY OF CAMPBELL
O'Brien Code Consulting Inc.
0
Title:
By: Brian Loventhal
Title: City Manager
Date: Date:
Page 13 of 15
Exhibit A - Scope of Services
SCOPE OF SERVICES
PLAN REVIEW SERVICES
• Provide complete plan review services for compliance with California Building Laws as generally found in
Title 24 Parts 1, 29 2.51,3, 4, 5, 6, 7, 8, 9, 10, 11, and 12, to ensure compliance with the model codes adopted in
the City of Campbell's Municipal Code.
• Perform, residential and commercial structural, general building, MEP, Energy, CASp, and OSHPD 3 type plan
reviews.
• Provide comprehensive and consistent plan reviews using clear and detailed comment lists in a written format,
grouped together by discipline, which will refer to specific plan sheets and include Code section references
and/or drawing snips and/or redline markings. Provide additional explanation if the comments are unclear.
Perform any necessary rechecks to achieve conformance to the applicable codes and regulations.
• Transmit comment letters to the City Building Division staff via email, or any other means as directed by the
Building Official
• Review of revisions and deferred submittals to previously approved plans. Perform any necessary rechecks to
achieve conformance to the applicable codes and regulations.
• Provide continuity of plan check services through project completion
• All of our reviews and performed using Bluebeam Revu software system.
• Upon plan review approval, "wet" digitally signed and digitally stamped approved plans and documents will be
transmitted electronically in PDF format to the City along with an approval letter. All documents will be
stamped "Approved" in accordance with the City of Campbell requirements.
• Coordinate activities with Campbell's Permit Technician, Building Official, Building Inspector, or their
designee.
• Conduct necessary site analysis when required
• Maintain records of plans reviews in process O'Brien Code Consulting will not contact the applicant when
plans are approved. Any inquiries from applicants or design professionals to O'Brien Code Consulting
regarding the status of plans reviews will be directed to the City of Campbell Building Division.
• Ms. O'Brien is CASp certified (CASp-220) and will be available to provide CASpservices to the City.
• Ms. O'Brien will provide her cell phone number to City staff for their use only and will be available within 24-
hours (typically on the same day) to respond to questions from City staff.
• For any paper submittals, pick-up and delivery of all plans and documents will be using our standing FEDEX
account and we will cover the cost of all such courier services.
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Exhibit B — Fee Schedule
Personnel Description Hourly Billing Rate
Principal $ 150.00
These rates are effective through December 31, 2029. This fee is negotiable.
The above fee covers all services associated with the typical comprehensive plan review
including:
• Review of plans and related documents for compliance with the California Building Laws as generally
found in Title 24 Parts 1, 29 2.51 3, 41 51 65 71 89 99 101 11, and 12, including structural, fire/life safety,
accessibility, energy conservation, and green building, and all applicable local amendments and
ordinances.
• Pick-up and delivery of design documents to the jurisdiction.
• Approval stamping of plans and documents.
Overtime will be charged at 125% of the standard hourly rates. No overtime will be charged
without prior authorization by client. * *
Expedited Reviews will be charged at 150% of the standard hourly rates. No expedited review fee
will be charged without prior authorization by client.
Miscellaneous Support Services Fees:
Miscellaneous technical and support services, including but not limited to, attending pre -submittal
meetings and providing staff training, on -site or virtually at the request of the Chief Building
Official, will be billed at the hourly rate listed above.
Mileage Reimbursement — (for any OCC staff travel required by the Building Official, beyond 30
miles from the City offices) Standard Government Mileage Rate + 15% (Currently $ 0.725 * 1.15 = $
0.834 per mile)
Outside Consultants/Subconsultants - Cost plus 15%
** Hours for in-house services in excess of 8 hours (per day) will be billed at the overtime rate shown
above. When in-house services or plan review overtime is requested on weekends or holidays, these
overtime services will be provided in 4-hour minimum segments.
Billing Procedures:
At the completion of the first plan review and issuance of first plan review comments for each
project, O'Brien Code Consulting will furnish to the City of Campbell an invoice including a
statement of the work performed for compensation for that specific project.
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CITY OF CAMPBELL
CONSULTANT SERVICES AGREEMENT
This Agreement is entered into at Campbell, California on the 1st day of July 2026, by and
between the City of Campbell (hereinafter referred to as "City") and Shums Coda Associates, Inc. (SCA),
(hereinafter referred to as "Consultant") (each is referred to individually as a "Party" and collectively, as
the "Parties").
WHEREAS, City desires to obtain consulting services for the purpose of construction plan review
to determine code compliance against City adopted California Building Codes either in -part or in -entirety;
WHEREAS, Consultant represents that it has the expertise, means, and ability to perform said such
services and has currency with all applicable certifications, licenses, bonding, and insurance;
NOW, THEREFORE, in consideration of each other's mutual promises, Consultant and City agree
as follows:
1. DUTIES OF CONSULTANT
1.1 Consultant agrees to perform services as set forth in Exhibit A - Scope of Services, attached
hereto and incorporated herein by reference, and which shall be interpreted together and in harmony with
this Agreement. In the event of any conflict between Exhibit A and this Agreement, this Agreement shall
govern, control, and take precedence.
1.2 Consultant's project manager will meet with the City's project coordinator prior to
commencement of the project to establish a clear understanding of the working relationships, authorities,
trade standards, and management philosophy of City as it relates to this Agreement.
1.3 Consultant, working with the City, will gather available existing information concerning
the project, and shall review documents as necessary for compliance with the project's objectives.
1.4 In performance of this Agreement by Consultant, time will be of the essence. Completion
deadlines will be so agreed and arranged in advance and in writing. Plan examination and estimated cost to
provide shall include an expected normal first round examination time limit targeted at 10 working days,
with follow up second reviews targeted at 5 working days from the date of document receival. A third round
of plan check and any additional rounds or specifics or related shop drawing and/or revision review shall
be billed on a Time and Materials base, at the agreed upon hourly rate set forth in Section 3, below. If a
specific project is deemed by Consultant to be beyond normal where these performance limits cannot
reasonably be met, Consultant must obtain City's prior acceptance of the deviation or time extensions in
writing.
1.5 Except as expressly stated in Section 1.4, Consultant shall not be responsible for delay
caused by activities or factors beyond Consultant's reasonable control, including delays in document
submittals, product specification, or by reason of strikes, work slow -downs or stoppages, or acts of God.
Each party hereto shall give notice promptly to the other of the nature and extent of any Force Majeure claimed
to delay, hinder or prevent performance of the services under this Agreement. Each Parry will, however, make
all reasonable efforts to remove or eliminate such a cause of delay or default and will, upon the cessation of
the cause, diligently pursue performance of its obligations in this Agreement. In the event either parry is
prevented or delayed in the performance of its respective obligation by reason of such Force Majeure, there
may be an equitable adjustment of the schedule and Consultant compensation based on City's sole discretion.
1.6 Consultant agrees to perform this Agreement in accordance with the highest degree of skill
Page 1 of 16
and expertise exercised by members of Consultant's profession working on similar projects under similar
circumstances.
1.7 Consultant shall perform in good faith with City in all aspects of the performance of this
Agreement.
1.8 In the course of the performance of this Agreement, Consultant shall act in the City's best
interest as it relates to the project.
1.9 In the event, major discrepancies, omissions, or misrepresentations, are discovered during
the activity of this Agreement, Consultant shall stop forward progress and notify the City's project
coordinator in a timely way. When resolved, forward progress shall commence.
1.10 All activities of Consultant, its employees, subcontractors, and/or agents will be carried out
in compliance with all applicable federal, state, and local laws and regulations.
1.11 The designated project manager for Consultant shall be . Consultant's project
manager shall have all the necessary authority to direct technical and professional work within the scope of
the Agreement and shall serve as the principal point of contact with the City and the City's project
coordinator. The authorized principal of Consultant executing this Agreement for the Consultant shall have
authority to make decisions regarding changes in services, termination and other matters related to the
performance of this agreement on behalf of Consultant.
1.12 The Consultant (and its employees, agents, representatives, and subconsultants), in the
performance of this Agreement, shall act in an independent capacity and not as officers or employees or
agents of the City. The City shall not direct the work and means for accomplishment of the services and
work to be performed hereunder. The City, however, retains the right to require that work performed by
Consultant meet specific standards consistent with the requirements of this Agreement without regard to
the manner and means of accomplishment thereof. Subcontractors shall assume all rights, obligations, and
liabilities, applicable to it as an independent contractor hereunder. Consultant represents and warrants that
it (i) is fully experienced and properly qualified to perform the class of work and services provided for
herein, (ii) has the financial capability and shall finance its own operations required for the performance of
the work and services and (iii) is properly equipped and organized to perform the work and services in a
competent, timely and proper manner in accordance with the requirements of this Agreement. Consultant
agrees to comply with AB5, codified at Labor Code section 2750.3, and shall indemnify, defend and hold
harmless the City, its officers, officials, directors, agents representatives, volunteers, and employees against
any claim or liability, including attorneys' fees and costs, arising in any manner related to this Agreement
that an employee, agent or others under Consultant's supervision or control was misclassified.
1.13 This Agreement contains provisions that permit mutually acceptable changes in the scope,
character or complexity of the work if such changes become desirable or necessary as the work progresses.
Adjustments to the basis of payment and to the time for performance of the work, if any, shall be established
by a written contract amendment (approved and executed by the City) to accommodate the changes in work.
1.14 Consultant warrants that Consultant, its subcontractors, and/or agents (if any) has/have
complied with any and all federal, state, and local licensing requirements and agrees to provide proof of
such requirements at City's request.
2. DUTIES OF CITY
2.1 City shall furnish to Consultant all available and pertinent data and information requested
by Consultant to facilitate the preparation of the documents called for in this Agreement. Consultant shall
be entitled to reasonably rely on the accuracy and completeness of such information, provided that
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Consultant shall make any additional investigation reasonably necessary to confirm such information and
provide City prompt written notice of any known or discovered defects in such data and information.
2.2 City shall provide contract administration services. City shall notify Consultant of required
administrative procedures and shall name representatives, if any, authorized to act in its behalf.
2.3 City shall review documents submitted by Consultant and shall render decisions pertaining
thereto as promptly as reasonably possible.
3. COMPENSATION
3.1 For the full performance of the services described herein by Consultant, City agrees to
compensate Consultant for all services and direct costs associated with the performance of the Project in an
amount not to exceed $500,000.
a. Once each month, Consultant shall submit for payment by City, an itemized invoice for services
performed during the previous billing period. The invoice shall describe the services rendered and the title
of the item of work and shall list labor hours by personnel classification. Said invoice shall be based on all
labor and direct expense charges made for work performed on the Project. Labor charges shall be in
accordance with the fee schedule found in Exhibit A of this Agreement. City shall pay Consultant for
services rendered and approved by the City within 30 days from the date the itemized invoice is received
by the City, subject to the maximum not to exceed amount specified above and the City's right to object.
b. Direct costs are those outside costs incurred on or directly for the project and substantiated with
invoices for the charges. Direct expenses include printing, reproduction, and delivery charges.
3.2 If Consultant incurs other costs which are not specifically covered by the terms of this
Agreement, but which are necessary for performance of Consultant's duties, City may approve payment for
said costs if authorized in writing by the City in advance.
3.3 City may order changes in the scope or character of services in writing, including increasing
or decreasing the amount of Consultant's services. In the event that the work is decreased, Consultant is
entitled to full compensation for all services performed and expenses incurred prior to receipt of notice of
change. Under no conditions shall Consultant make any changes to the work, either as additions or
deductions, without the prior written order of the City. In the event that the City determines that a change
to the work or services from that specified in this Agreement is required, the contract time and/or actual
costs reimbursable by the City for the project may be adjusted by contract amendment or change order to
accommodate the changed work. The maximum not to exceed total amount specified in this Article 3
(Compensation) shall not be exceeded, unless authorized by written contract amendment or change order,
approved and executed by the City. Consultant shall obtain prior written approval for a revised fee schedule
from the City before exceeding such fee schedule. Only City's authorized representative(s) is authorized to
approve changes to this Agreement on behalf of City.
3.4 In no event will the Consultant be reimbursed for any costs or expenses at any rates that
exceed the rates for set forth in the fee schedule found in Exhibit B.
3.5 Consultant agrees that the payments to Consultant specified in this Article 3
(Compensation) will constitute full and complete compensation for all obligations assumed by Consultant
under this Agreement. Where conflicts regarding compensation may occur, the provisions of this section
apply.
Page 3 of 16
4. SUBCONSULTANTS
4.1 Consultant may not subcontract any services required under this Agreement without the
prior written consent of the City.
4.2 Consultant shall be responsible to City for the performance of any and all subconsultants
who perform work under this contract, and any acts of negligence or misconduct on their part. Consultant
is solely responsible for all payments due to subconsultants.
4.3 Consultant shall require and verify that all subcontractors maintain insurance meeting all of
the requirements stated herein, including naming the City of Campbell, its officers, officials, directors,
agents, representatives, volunteers, and employees as additional insureds. Any modification to the insurance
requirements for subcontractors must be agreed to by the City in writing.
4.4 If at any time, the City determines any subcontractor is incompetent or unqualified,
Consultant will be notified and will be expected to immediately cancel the subcontract.
5. OWNERSHIP OF DOCUMENTS AND MATERIALS
All original drawings, documents, papers, data, materials, photographs, negatives and other work
products prepared by the Consultant and/or its subconsultants in the performance of the services
encompassed in this Agreement (whether in printed or electronic format) ("project -related documents and
materials) shall be the property of the City and may be used on this project without the consent of the
Consultant or its subcontractors. City acknowledges that such drawings, documents, and other items are
instruments of professional services intended for use only on the subject project. Consultant agrees that all
copyrights which arise from creation of the project -related documents and materials pursuant to this
Agreement shall be vested in the City and waives and relinquishes all claims to copyright or other
intellectual property rights in favor of the City. Any project -related documents and materials related to this
Agreement shall be confidential, not to be used by the Consultant on other projects or disclosed to any third
party, except by agreement in writing by the City, or except as otherwise provided herein. Upon the
completion or termination of this Agreement for any reason, the City shall be entitled to receive, and
Consultant shall promptly provide to the City upon request, all finished and unfinished project -related
documents and materials, produced or gathered by or on behalf of Consultant, that are in Consultant's
possession, custody or control. Consultant may retain copies of said documents and materials for its files.
In the event of termination, any dispute regarding compensation or damages shall not hinder, prevent, or
otherwise impact the City's right to promptly receive and use such documents and materials which are the
sole and exclusive property of the City.
Certain information received by Consultant from City may be considered confidential ("Confidential
Information"). Confidential Information shall mean all non-public information or proprietary materials (in
every form and media) disclosed or made available directly or indirectly through any means of
communication, either verbally or in writing, to Consultant in connection with this Agreement. Unless
otherwise required by law, Consultant shall not, without City's written permission, use or disclose City
documentation and/or Confidential Information other than in the performance of the obligations under this
Agreement. As between Consultant and City, all City Confidential Information shall remain the property
of the City. Consultant shall not acquire ownership interest in the City's Confidential Information.
Consultant shall be responsible for ensuring and maintaining the security and confidentiality of City's
Confidential Information, protect against any anticipated threats or hazards to the security or integrity of
City Data and Confidential Information, protect against unauthorized access to or use of City Data and
Confidential Information that could result in substantial harm or inconvenience to City or any end users;
and ensure the proper return and/or disposal of City Data and Confidential Information upon termination
of this Agreement with notice to the City.
Page 4 of 16
Consultant shall take appropriate action to address any incident of unauthorized access to City's
Confidential Information, including addressing and/or remedying the issue that resulted in such
unauthorized access, notifying City as soon as possible of any incident of unauthorized access to City Data
and Confidential Information, or any other breach in Consultant's security that materially affects City or
end users; and be responsible for ensuring compliance by its officers, employees, agents, and subcontractors
with the confidentiality provisions hereof. Should confidential and/or legally protected City Data be
divulged to unauthorized third parties, Consultant shall comply with all applicable federal and state laws
and regulations, including but not limited to California Civil Code sections 1798.29 and 1798.82 at
Consultant's sole expense. Consultant shall not charge City for any expenses associated with Consultant's
compliance with these obligations.
Consultant shall defend, indemnify and hold harmless City, its officials, officers, employees and agents
against any claim, liability, loss, injury or damage (including attorneys' fee and costs) arising out of, or in
connection with, the unauthorized use, access, and/or disclosure of City's Confidential Information by
Consultant and/or its agents, employees or sub -contractors, excepting only loss, injury or damage caused
by the sole negligence or willful misconduct of the City. This provision shall survive the termination or
expiration of this Agreement.
6. TERMINATION
6.1 Notwithstanding any other provision of this Agreement, the City may terminate this
Agreement at any time, with or without cause, in its sole discretion, by giving notice in writing to Consultant
of such termination. In the event of such termination, Consultant shall have the right and obligation to
immediately assemble the work then in progress for the purpose of completing the work and turning over
all materials and documents to City.
6.2 In the event of such termination, Consultant shall be compensated for all work and services
performed to the point of termination in accordance with the payment provisions set forth in Section 3.1,
unless the termination is for cause, in which event Consultant need be compensated only to the extent
required by law.
6.3 Upon notice of termination by City, the Consultant will immediately act to not incur any
additional obligations, costs or expenses, except as may be reasonably necessary to terminate its activities.
All finished or unfinished work or documents procured or produced under the Agreement will become
property of the City upon the termination date. In the event of Consultant's failure to perform pursuant to
the Agreement, the City reserves the right to obtain services elsewhere and Consultant will be liable for the
difference between the prices set forth in the terminated Agreement and the actual cost to the City.
Termination of the Agreement pursuant to this paragraph shall not relieve the Consultant of any liability to
City for additional costs, expenses, or damages sustained by City due to failure of the Consultant to perform
pursuant to the Agreement. City may withhold any payments to Consultant for the purpose of set off until
such time as the exact amount of damages due City from Consultant is determined. After the effective date
of termination, Consultant will have no further claims against the City under the Agreement. No other
compensation will be payable for anticipated profit on unperformed services.
7. AUDIT AND INSPECTION
Consultant shall permit authorized representatives of City to inspect and audit all data and records
relating to its performance under this Agreement for a period of three years following acceptance of the
final study.
Page 5 of 16
8. EQUAL EMPLOYMENT OPPORTUNITY
Consultant agrees to refrain from discriminatory employment practices on the basis of race,
religious creed, color, sex, national origin, handicap, sexual orientation, marital status, medical condition,
disability, ancestry, organized affiliation, military or veteran status, or any other consideration made
unlawful by local, state or federal law, of any employee of or applicant for employment with, such
Consultant or subcontractor. City requires Consultant to comply with all applicable federal, state, and local
equal employment opportunity laws and regulations.
9. INSURANCE AND INDEMNIFICATION
9.1 With respect to any design professional services provided by Consultant, the Consultant agrees to
indemnify, and hold harmless the City, its officers, and employees to the fullest extent allowed by law
from any and all claims, actions, causes of action, damages, liabilities and losses, that arise out of, pertain
to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, except for any
claims, actions, causes of action, losses, damages or liabilities proximately caused by the sole negligence
or willful misconduct of City. City shall not be liable for acts of Consultant in performing services
described herein. Notwithstanding anything in this paragraph to the contrary, any defense costs charged to
the design professional under this paragraph shall not exceed the design professional's proportionate
percentage of fault, except:
a. That in the event one or more defendants is unable to pay its share of defense costs due to bankruptcy
or dissolution of the business, the design professional shall meet and confer with the other parties regarding
unpaid defense costs in good faith effort to agree on the allocation of those costs amongst the parties; and
b. Where a project -specific general liability policy insures all project participants for general liability
exposures on a primary basis and also covers all design professionals for their legal liability arising out of
their professional services on a primary basis, then there shall be no limitation on the design professional's
duty to provide a defense and cover the City's cost of defense.
With respect to all matters other than those covered by the foregoing paragraph, Consultant agrees to
indemnify, defend (with counsel reasonably satisfactory to the City) and hold harmless the City, its officers,
officials, directors, agents, representatives, volunteers, and employees to the fullest extent allowed by law
from and against any and all claims, actions, causes of action, losses, damages, liabilities and costs of every
nature, including attorneys' fees and costs (collectively "Losses"), including but not limited to all claims,
actions, causes of action, losses, damages, liabilities for property damage, bodily injury, or death, and all
costs of defending any claim, caused by or arising out of, or alleged to have been caused by or arise out of,
in whole or in part, Consultant's performance under this Agreement, except for any claims, actions, causes
of action, losses, damages, costs or liabilities proximately caused by the sole negligence or willful
misconduct of City. City shall not be liable for acts of Consultant in performing services described herein.
In no event shall this section be construed to require indemnification by the Consultant to a greater extent
than permitted under the public policy of the State of California; and in the event that this contract is subject
to California Civil Code section 2782(b), the foregoing indemnity provisions shall not apply to any liability
for the active negligence of the City.
The defense and indemnity provisions obligations of this Agreement are undertaken in addition to, and shall
not in any way be limited by the insurance obligations contained in this Agreement. The foregoing
indemnity provisions are intended to fully allocate the parties' risk of liability to third -parties; and there
shall be no rights to indemnity or contribution, in law or equity or otherwise between the parties that are
not set forth in this section. Consultant waives all rights to subrogation for any matters covered by the
provisions of this section. Consultant's responsibility for such defense and indemnity obligations as set
forth in this section shall survive the termination or completion of this Agreement for the full period of time
allowed by law.
Page 6 of 16
9.2 Consultant shall maintain insurance conforming to the following specifications to the fullest
amount allowed by law for a minimum of 3 years following the termination or completion of this
Agreement. The City will be issued a Certificate of Insurance (a Memorandum of Understanding will not
be accepted) with the following minimum requirements:
• Certificate(s) will show current policy number(s) and effective dates;
• Coverage and policy limits will meet, or exceed, requirements below;
• The Certificate Holder will be City of Campbell, Risk Manager, 70 North First Street, Campbell,
CA 95008;
• Certificate will be signed by an authorized representative;
• An endorsement, if required below, will be provided to show the City, its officers, officials,
employees, and volunteers as additional insureds; and
• Coverages must be maintained during the term of the Agreement with the City, unless a longer
duration is required.
A. Required Types of Coverage. Consultant acknowledges that the insurance coverage and policy
limits set forth in this section constitute the minimum amount of coverage required. If Consultant maintains
broader insurance coverage and/or higher limits than the minimums shown below, the City requires and
shall be entitled to the broader insurance coverage and/or higher limits maintained by Consultant. Any
available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be
available to the City.
The policies shall afford the following types of coverage:
1. Commercial General Liability; Ins Services Office (ISO) CGL Form 00 01 11 85
2. Automotive for all automobiles leased, hired, controlled, or owned (if any) by the
consultant;
3. Workers' Compensation and Employer Liability
4. Professional Liability and/or Errors and Omissions
B. Minimum Limits of Insurance
Consultant shall maintain limits no less than:
1. General Liability: $1,000,000 combined single limit per occurrence for bodily,
personal injury and property damage. If Commercial General Liability Insurance or other form with
a general aggregate limit is used, either the general aggregate limit shall apply separately to this
project/location or the general aggregate limit shall be twice the required occurrence limit.
3. Workers' Compensation and Employer's Liability: Workers' Compensation limits
as required by the Labor Code of the State of California and Employer's Liability limits of
$1,000,000 per accident. The Workers' Compensation policy must be endorsed with a waiver of
subrogation in favor of the City for all work performed by the Consultant and its employees. (Not
required if Consultant provides written verification it has no employees).
4. Professional Liability and/or Errors and Omissions: $1,000,000 per claim and
$2,000,000 in the annual aggregate.
Page 7 of 16
The limits of insurance required in this Agreement may be satisfied by a combination of primary
and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to
contain a provision that such coverage shall also apply on a primary and non-contributory basis for
the benefit of City (as agreed to in this Agreement) before the City's own insurance or self-insurance
shall be called upon to protect it as a named insured.
C. Deductible and Self -Insured Retention
Any deductibles or self -insured retention must be declared to and approved by the City, and
shall not reduce the limits of liability. At the option of the City, either: the insurer shall reduce or
eliminate such deductibles or self -insured retention as respects the City, its agents, officers,
attorneys, employees, officials and volunteers; or the Consultant shall procure a bond guaranteeing
payment of losses related to investigations, claim administration, and defense expenses. Policies
containing any self -insured retention provision shall provide or be endorsed to provide that the self -
insured retention may be satisfied by either the named insured or the City.
D. Other Insurance Provisions
The policies are to contain, or be endorsed to contain, the following provisions:
1. General Liability and Automobile Liability Coverage:
a. The City, its agents, officers, attorneys, employees, officials and volunteers
are to be covered as additional insureds as respects: liability arising out of this Agreement
performed by or on behalf of the Consultant, products and completed operations of the
Consultant, premises owned, occupied or used by the Consultant, or automobiles owned,
leased, hired or borrowed by the Consultant. It is a requirement of this Agreement that any
available insurance proceeds broader than or in excess of the specified minimum insurance
coverage requirements and/or limits set forth in this Agreement shall be available to the
City as an additional insured. Furthermore, the requirements for coverage and limits shall
be (1) the minimum coverage limits specified in this Agreement, or (2) the broader coverage
and maximum limits of coverage of any insurance policy or proceeds available to the named
insured, whichever is affords greater coverage.
b. The Consultant's insurance coverage shall be primary insurance as respects
the City, its agents, officers, attorneys, employees, officials and volunteers. Any insurance
or self-insurance maintained by the City, its agents, officers, attorneys, employees, officials
and volunteers shall be excess of the Consultant's insurance and shall not contribute with it.
C. Any failure to comply with reporting provisions of the policies shall not
affect coverage provided to the City, its agents, officers, attorneys, employees, officials,
and volunteers.
d. The Consultant's insurance shall apply separately to each insured against
whom claim is made or suit is brought with respect to the limits of the insurer's liability.
2. Workers' Compensation and Employer's Liability Coverage: The insurer shall
agree to waive all rights of subrogation against the City, its agents, officers,
attorneys, employees, officials, and volunteers for losses arising from work
performed by the Consultant for the City.
3. All Coverages: Any unintentional failure to comply with reporting provisions of
the policies shall not affect coverage provided to the City; and unless otherwise
Page 8 of 16
approved by the City, each insurance policy required by this clause shall be
endorsed to state that coverage shall not be canceled by either party, except after
thirty (30) days prior written notice by regular mail has been given to the City, or
ten (10) days for cancellation for non-payment of premium.
E. Suspension or Cancellation or Renewal.If any of the coverages required by this Agreement
should be suspended, voided, cancelled or reduced in coverage during the term of this Agreement,
Consultant shall immediately notify City and replace such coverage with another policy meeting the
requirements of this Agreement. This contract shall be capped at the sum of $50,000 but may be renewed
upon joint agreement as evidenced by renewed signature and date.
F. Subcontractors. Consultant agrees that any and all contracts with subcontractors for performance
of any matter under this Agreement shall require the subcontractors to comply with the same indemnity and
insurance requirements set forth in this Agreement to the extent that they apply to the scope of the
subcontractors' work. Subcontractors are to be bound to contractor and to City in the same manner and to
the same extent as the Consultant is bound to City under this Agreement. Subcontractors shall further agree
to include these same provisions with any sub -subcontractor. A copy of this Agreement will be furnished
to the subcontractor on request. The Consultant shall require all subcontractors to provide a valid certificate
of insurance and the required endorsements included in the Agreement prior to commencing any work, and
will provide proof of compliance to the City.
G. Acceptability of Insurers. Without limiting Consultant's indemnification provided hereunder, the
policies of insurance listed in Article 9.2 of this Agreement are to be issued by an issuer with a current A.M.
Best Rating of A:V and who is authorized to transact business in the State of California, unless otherwise
approved by the City.
H. Verification of Coverage. Consultant shall furnish the City with endorsements and certificates of
insurance evidencing coverage required by this clause. The certificates for each insurance policy are to be
signed by a person authorized by that insurer to bind coverage on its behalf. The certificates are to be on
forms acceptable to the City. Where required by statue, forms approved by the Insurance Commissioner
are to be submitted. All certificates are to be received and approved by the City before work commences.
I. Special Risks/Circumstances. City reserves the right to modify these requirements, including
limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances
and provide notice to Consultant.
10. MISCELLANEOUS
10.1 This Agreement shall be binding on the heirs, executors, assigns and successors of
Consultant.
10.2 Neither party may assign or alter this Agreement, or any portion hereof, without the prior
written consent of the other.
10.3 This Agreement shall not be construed to alter, affect, or waive any lien or stop notice rights,
which Consultant may have for the performance of services pursuant to this Agreement.
10.4 Neither party's waiver of any term, condition or covenant, or breach of any term, condition
or covenant shall be construed as the waiver of any other term, condition or covenant or waiver of the
breach of any other term, condition or covenant.
10.5 This Agreement contains the entire Agreement between City and Consultant relating to the
project and the provision of services to the project. Any prior agreements, promises, negotiations, or
Page 9 of 16
representations not expressly set forth in this Agreement are of no force or effect. Subsequent modifications
to this Agreement shall be in writing and signed by both City and Consultant.
10.6 If any term, condition or covenant of this Agreement is held by a court of competent
jurisdiction to be invalid, void, or unenforceable, the remaining provisions of this Agreement shall be valid
and binding on City and Consultant.
10.7 This Agreement shall be governed in accordance with the laws of the State of California.
10.8 The term of this Agreement shall commence upon execution of the Agreement and
terminate upon proper notice from either party, pursuant to Section 6. Any extension of the Agreement shall
be mutually agreed upon in writing and shall require an amendment to the Agreement signed by both parties
10.9 Changes or amendments to this Agreement must be in writing and approved by all parties
10.10 The initial contract term shall commence upon execution of the contract by the City and
shall be for a three (3) year period, unless terminated sooner in accordance with the contract. The City of
Campbell, through City Council approval, may elect to extend the contract period. Consultant will be
provided written notice not less than thirty (30) days prior to expiration of the original or extended term.
10.11 The term of this Agreement shall commence upon execution of the Agreement and
terminate upon proper notice from either party, pursuant to Section 6. Any extension of the Agreement shall
be mutually agreed upon in writing and shall require an amendment to the Agreement signed by both parties.
10.12 Consultant owes the City a duty of undivided loyalty in performing the work and services
under this Agreement, including, but not limited to, the obligation to refrain from having economic interests
and/or participating in activities that conflict with the City's interests in respect to the work and/or services
and project. The Consultant shall list current clients who may have a financial interest in the outcome of
this Agreement. The Consultant hereby certifies that it does not now have, nor shall it acquire any financial
or business interest that would conflict with the performance of services under this agreement. Consultant
shall not make or participate in making or in any way attempt to use Consultant's position to influence a
governmental decision in which Consultant knows or has reason to know Consultant has a direct or indirect
financial interest other than the compensation promised by this Agreement. Consultant will immediately
advise the City if Consultant learns of a financial interest of Consultant's during the term of this Agreement.
10.13 City is a public agency subject to the disclosure requirements of the California Public
Records Act ("CPRA"). If Consultant's proprietary information is contained in documents or information
submitted to City, and Consultant claims that such information falls within one or more CPRA exemptions,
Consultant must clearly mark such information "Confidential and Proprietary," and identify the specific
lines containing the information. In the event of a request for such information, City will make best efforts
to provide notice to Consultant prior to such disclosure. If Consultant contends that any documents are
exempt from the CPRA and wishes to prevent disclosure, it is required to obtain a protective order,
injunctive relief or other appropriate remedy from a court of law in Santa Clara County before the City is
required to respond to the CPRA request. If Consultant fails to obtain such remedy within the time the City
is required to respond to the CPRA request, City may disclose the requested information without any
liability to Consultant. Consultant further agrees that it shall defend, indemnify and hold City harmless
against any claim, action or litigation (including but not limited to all judgments, costs, and attorney's fees)
that may result from denial by City of a CPRA request for information arising from any representation, or
any action (or inaction), by the Consultant.
10.14 Neither party hereto shall be considered in default in the performance of its obligation
hereunder to the extent that the performance of any such obligation is prevented or delayed by an act of
God, natural disaster, pandemic, acts of terrorism, war, or other peril, which is beyond the reasonable
Page 10 of 16
control of the affected party and without the negligence of the respective Parties. Each party hereto shall
give notice promptly to the other of the nature and extent of any Force Majeure claimed to delay, hinder or
prevent performance of the services under this Agreement. Each Party will, however, make all reasonable
efforts to remove or eliminate such a cause of delay or default and will, upon the cessation of the cause,
diligently pursue performance of its obligations in this Agreement. In the event either party is prevented or
delayed in the performance of its respective obligation by reason of such Force Majeure, there may be an
equitable adjustment of the schedule and Consultant compensation based on City's sole discretion.
10.15 Except as City may specify in writing, Consultant shall have no authority, express or
implied, to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority,
express or implied, pursuant to this Agreement to bind City to any obligation whatsoever.
10.16 Consultant warrants that Consultant, its subcontractors and/or agents (if any) has/have
complied with any and all federal, state, and local licensing requirements
10.17 Each party acknowledges that it has reviewed this Agreement and that the normal rule of
construction to the effect that any ambiguities are to be resolved against the drafting party shall not be
employed in the interpretation of this Agreement.
10.18 The signatories to this Agreement warrant and represent that each is authorized to execute
this Agreement and that their respective signatures serve to legally obligate their respective representatives,
agents, successors and assigns to comply with the provisions of this Agreement.
10.19 This Agreement is entered into, and to be performed in Santa Clara County, California, and
any action arising out of or related to this Agreement shall be maintained in a court of appropriate
jurisdiction in Santa Clara County, California.
11. NOTICES
Notices required under this Agreement may be delivered by first class mail addressed to the
appropriate party at one of the following addresses:
CITY: City of Campbell
Attention: Rob Eastwood
70 North First Street,
Campbell, CA 95008
CONSULTANT: Shums Coda Associates, Inc. (SCA)
Attention: Christine Godinez
5776 Stoneridge Mall Road, Ste 150
Pleasanton, CA 94588
(925) 400-8760 ; Christine.godinez@shumscoda.com
[Signatures on the following Pagel
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Having read and understood the foregoing Agreement, the undersigned parties agree to be bound hereby:
CONSULTANT CITY OF CAMPBELL
Shums Coda Associates, Inc.
0
Title:
Date:
By: Brian Loventhal
Title: Ci . Manager
Date:
Exhibit A - Scope of Services and Fees
Page 12 of 16
inspections on the. same day, but no later than the following day a request is received.
A.Plan Review Services
SCA can perform plan reviews that cover one or more of the following disciplines:
➢ Building: architectural (fire/life safety), structural, mechanical, electrical, plumbing,
accessibility, green building, energy conservation, and geotechnical in conformance
with the currently adopted State codes as amended by the City of Campbell.
➢ Fire: fire/life safety requirements of the CBC/CFC, site reviews for hydrants and
apparatus access, fire suppression, fire alarm, NFPA standards as they pertain to
construction, equipment, fire protection systems, smoke control reports and hazardous
materials to the currently adopted State Fire and Building Codes (all as modified or
amended by the City of Campbell).
I.Plan Review Implementation
We begin each review with our Plans Coordinators assessing if each project received is complete
and put into the customized SCA database and schedule that we maintain internally for all
jurisdictional projects. It is at this point that our Manager and Coordinator will begin the process of
assigning each project a unique SCA job number for tracking purposes, which the city staff or
applicants can access at any time during our review cycles. Then each project will be assigned to a
SCA plan review team member, based on experience, expertise, and complexity of the project along
with the current availability of each team member. Our plan review staff is well versed and able to
review all code requirements. Most smaller projects can be reviewed by a single plan
examiner/engineer and for large projects, our plans coordinators will confer with our plan review
manager to divide project portions into smaller systems reviews — which ensures that the project
stays on schedule with multiple persons assigned to handle larger lifts. The plans coordination team
will continue to check -in and update schedules during each cycle of review and make sure that each
plan review member remains on schedule or re -assigning (when needed) some work to ensure
turnaround times are met.
We prefer (if approved by the City of Campbell) to expedite or clarify plan review items by
contacting the designers and communicating directly, using the most advantageous media available,
to resolve issues. In today's development climate a brief phone call, or a thirty -minute online
meeting can save weeks of back -and -forth delays to obtain minimum code compliance and
approvals. We understand that there can be limitations in the designer's technology or jurisdictional
inter -department review process, which sometimes prohibit these methods from being implemented
completely with every project. But with any approach being implemented we can resolve code issues
with SCA understanding (and intentionally) by routing all communication/comment letters (first or
concurrently) through the city, as directed by your staff. All reviewed and approved documents shall
be returned to the city after the plan review process is completed, and input into the tracking software
as directed by the City of Campbell's staff. We will look at the City of Campbell's staff and take
your lead on how to effectively streamline communication, because at the end of the day our goal is
to build a relationship as a cohesive team.
When review cycles are completed, our managers will review final products to ensure that comments
are formatted properly, and clear regarding code concerns. Then our Project Coordinators will
register the cycle completed and will input all reviewed and approved documents into the tracking
software as directed by the City of Campbell's staff. Then as directed by the city, our Project
Coordinators will send all submittal and resubmittal reports directly to the city's staff for distribution
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to the applicant(s). We can also directly/simultaneously provide the architect and/or the engineer
with the same electronic list of items needing correction when directed to do so by the city.
Through our database and team of plans coordinators, SCA can provide clear and direct information
to the city's staff (or the applicants) related to plan review status, as well as provide another layer of
plan submittal completeness assessments at each review cycle. When questions arise, our project
coordinators will direct all inquiries to the appropriate plan review staff to respond and resolve issues.
This ensures that every item related to a plan review list can be responded to and resolved with the
staff person that created the comment initially. We are committed to returning calls and emails
promptly and with a professional approach associated with these services.
Plan Reviews and Approvals
Our standard plan review reports result in lists of comments which refer to specific details, drawing
or location in the building, and reference applicable code sections for each item cited. Our comment
lists should be self-explanatory, but our review team will remain available during working hours
(and often off -hours) by phone and/ or video conferencing to share and discuss the code concerns with
the city's staff and/or the applicants to provide any additional clarification/discussion needed of the
applicable building code section, ordinances, or regulation.
We will provide a similar list at each cycle of the review process, but typically strive to resolve
reviews in two cycles, with perhaps a quick third review of the remaining comment (or two). When
a review remains extensive at a third (or longer) review cycle, SCA staff will reach out to the City
of Campbell's staff to discuss the overall items of concern and look for directions on any alternative
methods to keep the project review moving in a positive direction. With these difficult reviews, SCA
is not opposed to online video conferences to share and discuss the code concerns with the city's staff
and the applicant — hopefully to assist in receiving a more complete resubmittal with the next review.
Further, we can activate our team early in the process (usually prior to construction documents being
submitted to the city), to provide general code reviews with design development plans, assisting
with sensitive project design teams understanding larger code concerns in the design development
process and hopefully allowing corrections that will reduce plan review cycles in the future. SCA
prefers to review larger projects in this manner, but only under the clear direction of the city, and
with the understanding that we are not designing the project but merely representing the City of
Campbell's code concerns.
Once the final plan review is completed and ready for approval, SCA will stamp electronically the
plans and the supporting documents and return them to the city, along with our letter of completion.
It should be noted that our approval stamp can be modified to match the desired information needed
by the City of Campbell.
Plan Review Turnaround Schedule
In general, SCA's plan review turnaround timeframe is ten (10) business days for initial reviews and
seven (7) business days for rechecks and revisions. This is the turnarounds for most reviews, but
timeframes for large -sized projects may request an additional five business days for the initial review
(15 total business days) confirmed with city staff prior to proceeding with the review. This ensures
more complex code concerns or engineering is given enough time to be properly reviewed. Rechecks
of these larger reviews will require ten (10) business days to complete.
Expedited plan reviews, or third -party plan reviews will have a separate negotiated turnaround
timeframe for each project. When expedited plan reviews are requested, we will perform the plan
review as quickly as SCA staff schedules will allow. An expedited review is typically completed in
half of the standard turnaround time, but SCA has (at times) been able to review in shorter periods.
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These types of review schedules are typically determined based on the complexity of the project and
the availability of SCA staff to complete the review.
Single Family Dwelling 10 5 (or less)
Multi -Family Residential 15 7
Buildings
Tenant Improvements 10 5 (or less)
Commercial/ Industrial 10 - 15 5-7
Buildings
Inspection Services
Our inspectors are qualified, certified, and licensed to conduct many different types of inspections. SCA
will provide qualified inspectors as needed to the city, within one business day, if requested by noon on the
previous business day. Our staff will work with your staff to ensure that all types of buildings will be
inspected as requested by the city. The scope of inspection services to be provided will be defined uniquely
for each project or as determined mutually by SCA and the City of Campbell. Inspectors provided to the
city will report directly to the Chief Building Official or another person designated by the city for all project -
related work. Any inspector sent to the city will need to be interviewed and/or accepted by the Building
Division staff prior to their commencement of inspections on behalf of the jurisdiction, as we want our
staff to be appropriately qualified for and clear of the City of Campbell's expectations.
Again, we strive to have strong communication between our management/inspection staff and jurisdiction,
to ensure that we are clear on the city's expectations. We will conduct the required inspections for the
project and inspect the buildings in accordance with the codes adopted and amended by the City of Campbell.
We have also worked with several different Departments to concurrently administer the codes adopted by
their jurisdiction. We believe it is important to work alongside all departments on projects to present a
cooperative level of code administration.
An inspection report will be provided for each inspection outlining what inspection was conducted, the
result and any conditions or corrections needed. SCA's inspection reports will reference code sections
that are applicable for each comment. We will provide a similar list for each inspection cycle. It is standard
practice for our inspectors to input results into the jurisdiction's inspection/ permitting software at the end
of each inspection day and/ or leave a distribution copy at the jobsite for the contractor/applicant. SCA
can certainly provide either or some hybrid version as needed for the City of Campbell. We will also
provide stop work orders, when necessary, but our philosophy is always to communicate paths of
resolution of code concerns, instead of stop work orders — as our role is also to keep the project on time
and under budget. We believe in being service oriented and not building police.
Our correction lists should be self-explanatory, but our inspection team will remain available during
working hours (and often off -hours) to provide any additional clarification/discussion needed of the
applicable building code section, ordinances, or regulations. Our inspectors provide their cell phone
numbers to the contractors and homeowners if a question arises in the field, as we believe it is important
that the lines of communication are kept open. We will work with the contractors and homeowners to
bring a building into compliance with the applicable code whenever we can. It is our philosophy that
inspections are educational opportunities to explain the purpose of the code and why certain things are
required by the code. We will spend additional time explaining the purpose of a code requirement whenever
necessary as we see ourselves as code educators as much as code administrators. Our goal is to get to
"yes" and comply with the intent of the code.
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Exhibit B — Fee Schedule
Building Plan Check Fees
Fees for comprehensive plan reviews, performed at SCA offices, will be equal to sixty-five percent (65%) of
the plan review fees as calculated by the jurisdiction. The fee covers all services associated with the typical
plan review, first, second and quick third reviews to approve projects. If the review exceeds three review
cycles or if desired by the City of Campbell, SCA will charge our labor fees on the hourly rates provided
below.
Fees for expedited reviews will be negotiated directly with city's Building Official prior to beginning the
review and will be a fixed fee based on the determined complexity of the project, availability of SCA staff and
requested expedited turnaround schedule. It will be possible that an expedited review can be completed with
no additional charge in some instances.
Hourly Rates
We provide ranges to reflect options related to number of certificates and level of experience provided
Hourly Rai -
Plan Review Engineer/Architect
$150
.........................._..........................
Fire Plan Review (FPE or specialized systems)_
................. _............ _.... _.._............._._
..
$230 - $300
Fire Plan Review (certified non-FPE reviewer)
$175 - $200
In -House Plan Review
$165
.. ............_............................_.................. _......_....................................._..._
Acting Supervisor of Inspectors (I.O.R.)**
....... -- ._.........
...
$155-$165
Senior Inspector**
$145 - $155
Inspector II**
_...............................................................................
$135 - $145
Inspector 1** ....................................................
Inspector in Training
$85-$115
Fire Inspector**
$190
Permit Technician
$95 - $100
.
Clerical Support
................ _
$75
CASp Specialist — Plan Review
$175
CASp Specialist - Inspection
-
$200
CASp Specialist Report
_........ _.................................................._
TBID
....
Acting Building Official
In -House Code Training (virtual) ....................................... _........__................._...._............._.._.....
$165
. $150
Overtime will not be charged for any plan review services, but SCA does reserve the right to negotiate
additional fees for major re -designs or consistently incomplete responses to initial plan review comments
(as agreed upon mutually with the jurisdiction). Overtime for inspection and other services will be charged
at 150% of the standard hourly rates (as agreed upon mutually with the jurisdiction).
* * Hours for inspections more than 8 hours (per day) will be billed as overtime at the rate shown above.
When overtime is requested, on days when the inspector has not already carried out inspections on the
site (i.e., weekends, holidays, etc.), overtime inspection services will be provided in 4-hour minimum
segments.
These rates do not include mileage costs as part of the rates, as we invoice mileage for inspections at the
current IRS rate + 10%. However, we are willing to negotiate these fees further if selected for the project
services, as we pride ourselves on being able to customize our services to meet the jurisdictions needs and
budget.
Further, these rates are subject to an annual increase to account for cost -of -living adjustments (typically
3% - 5%) and will be revised at the beginning of each fiscal year of the contract.
Page 16 of 16
CITY OF CAMPBELL
CONSULTANT SERVICES AGREEMENT
This Agreement is entered into at Campbell, California on the 1st day of July 2026, by and
between the City of Campbell (hereinafter referred to as "City") and True North Compliance Services
(TNC), (hereinafter referred to as "Consultant") (each is referred to individually as a "Party" and
collectively, as the "Parties").
WHEREAS, City desires to obtain consulting services for the purpose of construction plan review
to determine code compliance against City adopted California Building Codes either in -part or in -entirety;
WHEREAS, Consultant represents that it has the expertise, means, and ability to perform said such
services and has currency with all applicable certifications, licenses, bonding, and insurance;
NOW, THEREFORE, in consideration of each other's mutual promises, Consultant and City agree
as follows:
1. DUTIES OF CONSULTANT
1.1 Consultant agrees to perform services as set forth in Exhibit A - Scope of Services, attached
hereto and incorporated herein by reference, and which shall be interpreted together and in harmony with
this Agreement. In the event of any conflict between Exhibit A and this Agreement, this Agreement shall
govern, control, and take precedence.
1.2 Consultant's project manager will meet with the City's project coordinator prior to
commencement of the project to establish a clear understanding of the working relationships, authorities,
trade standards, and management philosophy of City as it relates to this Agreement.
1.3 Consultant, working with the City, will gather available existing information concerning
the project, and shall review documents as necessary for compliance with the project's objectives.
1.4 In performance of this Agreement by Consultant, time will be of the essence. Completion
deadlines will be so agreed and arranged in advance and in writing. Plan examination and estimated cost to
provide shall include an expected normal first round examination time limit targeted at 10 working days,
with follow up second reviews targeted at 5 working days from the date of document receival. A third round
of plan check and any additional rounds or specifics or related shop drawing and/or revision review shall
be billed on a Time and Materials base, at the agreed upon hourly rate set forth in Section 3, below. If a
specific project is deemed by Consultant to be beyond normal where these performance limits cannot
reasonably be met, Consultant must obtain City's prior acceptance of the deviation or time extensions in
writing.
1.5 Except as expressly stated in Section 1.4, Consultant shall not be responsible for delay
caused by activities or factors beyond Consultant's reasonable control, including delays in document
submittals, product specification, or by reason of strikes, work slow -downs or stoppages, or acts of God.
Each party hereto shall give notice promptly to the other of the nature and extent of any Force Maj eure claimed
to delay, hinder or prevent performance of the services under this Agreement. Each Party will, however, make
all reasonable efforts to remove or eliminate such a cause of delay or default and will, upon the cessation of
the cause, diligently pursue performance of its obligations in this Agreement. In the event either party is
prevented or delayed in the performance of its respective obligation by reason of such Force Majeure, there
may be an equitable adjustment of the schedule and Consultant compensation based on City's sole discretion.
1.6 Consultant agrees to perform this Agreement in accordance with the highest degree of skill
Page 1 of 20
and expertise exercised by members of Consultant's profession working on similar projects under similar
circumstances.
1.7 Consultant shall perform in good faith with City in all aspects of the performance of this
Agreement.
1.8 In the course of the performance of this Agreement, Consultant shall act in the City's best
interest as it relates to the project.
1.9 In the event, major discrepancies, omissions, or misrepresentations, are discovered during
the activity of this Agreement, Consultant shall stop forward progress and notify the City's project
coordinator in a timely way. When resolved, forward progress shall commence.
1.10 All activities of Consultant, its employees, subcontractors, and/or agents will be carried out
in compliance with all applicable federal, state, and local laws and regulations.
1.11 The designated project manager for Consultant shall be . Consultant's project
manager shall have all the necessary authority to direct technical and professional work within the scope of
the Agreement and shall serve as the principal point of contact with the City and the City's project
coordinator. The authorized principal of Consultant executing this Agreement for the Consultant shall have
authority to make decisions regarding changes in services, termination and other matters related to the
performance of this agreement on behalf of Consultant.
1.12 The Consultant (and its employees, agents, representatives, and subconsultants), in the
performance of this Agreement, shall act in an independent capacity and not as officers or employees or
agents of the City. The City shall not direct the work and means for accomplishment of the services and
work to be performed hereunder. The City, however, retains the right to require that work performed by
Consultant meet specific standards consistent with the requirements of this Agreement without regard to
the manner and means of accomplishment thereof. Subcontractors shall assume all rights, obligations, and
liabilities, applicable to it as an independent contractor hereunder. Consultant represents and warrants that
it (1) is fully experienced and properly qualified to perform the class of work and services provided for
herein, (ii) has the financial capability and shall finance its own operations required for the performance of
the work and services and (iii) is properly equipped and organized to perform the work and services in a
competent, timely and proper manner in accordance with the requirements of this Agreement. Consultant
agrees to comply with AB5, codified at Labor Code section 2750.3, and shall indemnify, defend and hold
harmless the City, its officers, officials, directors, agents representatives, volunteers, and employees against
any claim or liability, including attorneys' fees and costs, arising in any manner related to this Agreement
that an employee, agent or others under Consultant's supervision or control was misclassified.
1.13 This Agreement contains provisions that permit mutually acceptable changes in the scope,
character or complexity of the work if such changes become desirable or necessary as the work progresses.
Adjustments to the basis of payment and to the time for performance of the work, if any, shall be established
by a written contract amendment (approved and executed by the City) to accommodate the changes in work.
1.14 Consultant warrants that Consultant, its subcontractors, and/or agents (if any) has/have
complied with any and all federal, state, and local licensing requirements and agrees to provide proof of
such requirements at City's request.
2. DUTIES OF CITY
2.1 City shall furnish to Consultant all available and pertinent data and information requested
by Consultant to facilitate the preparation of the documents called for in this Agreement. Consultant shall
be entitled to reasonably rely on the accuracy and completeness of such information, provided that
Page 2 of 20
Consultant shall make any additional investigation reasonably necessary to confirm such information and
provide City prompt written notice of any known or discovered defects in such data and information.
2.2 City shall provide contract administration services. City shall notify Consultant of required
administrative procedures and shall name representatives, if any, authorized to act in its behalf.
2.3 City shall review documents submitted by Consultant and shall render decisions pertaining
thereto as promptly as reasonably possible.
3. COMPENSATION
3.1 For the full performance of the services described herein by Consultant, City agrees to
compensate Consultant for all services and direct costs associated with the performance of the Project in an
amount not to exceed $500,000:
a. Once each month, Consultant shall submit for payment by City, an itemized invoice for services
performed during the previous billing period. The invoice shall describe the services rendered and the title
of the item of work and shall list labor hours by personnel classification. Said invoice shall be based on all
labor and direct expense charges made for work performed on the Project. Labor charges shall be in
accordance with the fee schedule found in Exhibit A of this Agreement. City shall pay Consultant for
services rendered and approved by the City within 30 days from the date the itemized invoice is received
by the City, subject to the maximum not to exceed amount specified above and the City's right to object.
b. Direct costs are those outside costs incurred on or directly for the project and substantiated with
invoices for the charges. Direct expenses include printing, reproduction, and delivery charges.
3.2 If Consultant incurs other costs which are not specifically covered by the terms of this
Agreement, but which are necessary for performance of Consultant's duties, City may approve payment for
said costs if authorized in writing by the City in advance.
3.3 City may order changes in the scope or character of services in writing, including increasing
or decreasing the amount of Consultant's services. In the event that the work is decreased, Consultant is
entitled to full compensation for all services performed and expenses incurred prior to receipt of notice of
change. Under no conditions shall Consultant make any changes to the work, either as additions or
deductions, without the prior written order of the City. In the event that the City determines that a change
to the work or services from that specified in this Agreement is required, the contract time and/or actual
costs reimbursable by the City for the project may be adjusted by contract amendment or change order to
accommodate the changed work. The maximum not to exceed total amount specified in this Article 3
(Compensation) shall not be exceeded, unless authorized by written contract amendment or change order,
approved and executed by the City. Consultant shall obtain prior written approval for a revised fee schedule
from the City before exceeding such fee schedule. Only City's authorized representative(s) is authorized to
approve changes to this Agreement on behalf of City.
3.4 In no event will the Consultant be reimbursed for any costs or expenses at any rates that
exceed the rates for set forth in the fee schedule found in Exhibit B.
3.5 Consultant agrees that the payments to Consultant specified in this Article 3
(Compensation) will constitute full and complete compensation for all obligations assumed by Consultant
under this Agreement. Where conflicts regarding compensation may occur, the provisions of this section
apply.
Page 3 of 20
4. SUBCONSULTANTS
4.1 Consultant may not subcontract any services required under this Agreement without the
prior written consent of the City.
4.2 Consultant shall be responsible to City nor the performance of any and all subconsultants
who perform work under this contract, and any acts of negligence or misconduct on their part. Consultant
is solely responsible for all payments due to subconsultants.
4.3 Consultant shall require and verify that all subcontractors maintain insurance meeting all of
the requirements stated herein, including naming the City of Campbell, its officers, officials, directors,
agents, representatives, volunteers, and employees as additional insureds. Any modification to the insurance
requirements for subcontractors must be agreed to by the City in writing.
4.4 If at any time, the City determines any subcontractor is incompetent or unqualified,
Consultant will be notified and will be expected to immediately cancel the subcontract.
5. OWNERSHIP OF DOCUMENTS AND MATERIALS
All original drawings, documents, papers, data, materials, photographs, negatives and other work
products prepared by the Consultant and/or its subconsultants in the performance of the services
encompassed in this Agreement (whether in printed or electronic format) ("project -related documents and
materials) shall be the property of the City and may be used on this project without the consent of the
Consultant or its subcontractors. City acknowledges that such drawings, documents, and other items are
instruments of professional services intended for use only on the subject project. Consultant agrees that all
copyrights which arise from creation of the project -related documents and materials pursuant to this
Agreement shall be vested in the City and waives and relinquishes all claims to copyright or other
intellectual property rights in favor of the City. Any project -related documents and materials related to this
Agreement shall be confidential, not to be used by the Consultant on other projects or disclosed to any third
party, except by agreement in writing by the City, or except as otherwise provided herein. Upon the
completion or termination of this Agreement for any reason, the City shall be entitled to receive, and
Consultant shall promptly provide to the City upon request, all finished and unfinished project -related
documents and materials, produced or gathered by or on behalf of Consultant, that are in Consultant's
possession, custody or control. Consultant may retain copies of said documents and materials for its files.
In the event of termination, any dispute regarding compensation or damages shall not hinder, prevent, or
otherwise impact the City's right to promptly receive and use such documents and materials which are the
sole and exclusive property of the City.
Certain information received by Consultant from City may be considered confidential ("Confidential
Information"). Confidential Information shall mean all non-public information or proprietary materials (in
every form and media) disclosed or made available directly or indirectly through any means of
communication, either verbally or in writing, to Consultant in connection with this Agreement. Unless
otherwise required by law, Consultant shall not, without City's written permission, use or disclose City
documentation and/or Confidential Information other than in the performance of the obligations under this
Agreement. As between Consultant and City, all City Confidential Information shall remain the property
of the City. Consultant shall not acquire ownership interest in the City's Confidential Information.
Consultant shall be responsible for ensuring and maintaining the security and confidentiality of City's
Confidential Information, protect against any anticipated threats or hazards to the security or integrity of
City Data and Confidential Information, protect against unauthorized access to or use of City Data and
Confidential Information that could result in substantial harm or inconvenience to City or any end users;
and ensure the proper return and/or disposal of City Data and Confidential Information upon termination
of this Agreement with notice to the City.
Page 4 of 20
Consultant shall take appropriate action to address any incident of unauthorized access to City's
Confidential Information, including addressing and/or remedying the issue that resulted in such
unauthorized access, notifying City as soon as possible of any incident of unauthorized access to City Data
and Confidential Information, or any other breach in Consultant's security that materially affects City or
end users; and be responsible for ensuring compliance by its officers, employees, agents, and subcontractors
with the confidentiality provisions hereof. Should confidential and/or legally protected City Data be
divulged to unauthorized third parties, Consultant shall comply with all applicable federal and state laws
and regulations, including but not limited to California Civil Code sections 1798.29 and 1798.82 at
Consultant's sole expense. Consultant shall not charge City for any expenses associated with Consultant's
compliance with these obligations.
Consultant shall defend, indemnify and hold harmless City, its officials, officers, employees and agents
against any claim, liability, loss, injury or damage (including attorneys' fee and costs) arising out of, or in
connection with, the unauthorized use, access, and/or disclosure of City's Confidential Information by
Consultant and/or its agents, employees or sub -contractors, excepting only loss, injury or damage caused
by the sole negligence or willful misconduct of the City. This provision shall survive the termination or
expiration of this Agreement.
6. TERMINATION
6.1 Notwithstanding any other provision of this Agreement, the City_may terminate this
Agreement at any time, with or without cause, in its sole discretion, by giving notice in writing to Consultant
of such termination. In the event of such termination, Consultant shall have the right and obligation to
immediately assemble the work then in progress for the purpose of completing the work and turning over
all materials and documents to City.
6.2 In the event of such termination, Consultant shall be compensated for all work and services
performed to the point of termination in accordance with the payment provisions set forth in Section 3.1,
unless the termination is for cause, in which event Consultant need be compensated only to the extent
required by law.
6.3 Upon notice of termination by City, the Consultant will immediately act to not incur any
additional obligations, costs or expenses, except as may be reasonably necessary to terminate its activities.
All finished or unfinished work or documents procured or produced under the Agreement will become
property of the City upon the termination date. In the event of Consultant's failure to perform pursuant to
the Agreement, the City reserves the right to obtain services elsewhere and Consultant will be liable for the
difference between the prices set forth in the terminated Agreement and the actual cost to the City.
Termination of the Agreement pursuant to this paragraph shall not relieve the Consultant of any liability to
City for additional costs, expenses, or damages sustained by City due to failure of the Consultant to perform
pursuant to the Agreement. City may withhold any payments to Consultant for the purpose of set off until
such time as the exact amount of damages due City from Consultant is determined. After the effective date
of termination, Consultant will have no further claims against the City under the Agreement. No other
compensation will be payable for anticipated profit on unperformed services.
7. AUDIT AND INSPECTION
Consultant shall permit authorized representatives of City to inspect and audit all data and records
relating to its performance under this Agreement for a period of three years following acceptance of the
final study.
Page 5 of 20
8. EQUAL EMPLOYMENT OPPORTUNITY
Consultant agrees to refrain from discriminatory employment practices on the basis of race,
religious creed, color, sex, national origin, handicap, sexual orientation, marital status, medical condition,
disability, ancestry, organized affiliation, military or veteran status, or any other consideration made
unlawful by local, state or federal law, of any employee of or applicant for employment with, such
Consultant or subcontractor. City requires Consultant to comply with all applicable federal, state, and local
equal employment opportunity laws and regulations.
9. INSURANCE AND INDEMNIFICATION
9.1 With respect to any design professional services provided by Consultant, the Consultant agrees to
indemnify, and hold harmless the City, its officers, and employees to the fullest extent allowed by law
from any and all claims, actions, causes of action, damages, liabilities and losses, that arise out of, pertain
to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, except for any
claims, actions, causes of action, losses, damages or liabilities proximately caused by the sole negligence
or willful misconduct of City. City shall not be liable for acts of Consultant in performing services
described herein. Notwithstanding anything in this paragraph to the contrary, any defense costs charged to
the design professional under this paragraph shall not exceed the design professional's proportionate
percentage of fault, except:
a. That in the event one or more defendants is unable to pay its share of defense costs due to bankruptcy
or dissolution of the business, the design professional shall meet and confer with the other parties regarding
unpaid defense costs in good faith effort to agree on the allocation of those costs amongst the parties; and
b. Where a project -specific general liability policy insures all project participants for general liability
exposures on a primary basis and also covers all design professionals for their legal liability arising out of
their professional services on a primary basis, then there shall be no limitation on the design professional's
duty to provide a defense and cover the City's cost of defense.
With respect to all matters other than those covered by the foregoing paragraph, Consultant agrees to
indemnify, defend (with counsel reasonably satisfactory to the City) and hold harmless the City, its officers,
officials, directors, agents, representatives, volunteers, and employees to the fullest extent allowed by law
from and against any and all claims, actions, causes of action, losses, damages, liabilities and costs of every
nature, including attorneys' fees and costs (collectively "Losses"), including but not limited to all claims,
actions, causes of action, losses, damages, liabilities for property damage, bodily injury, or death, and all
costs of defending any claim, caused by or arising out of, or alleged to have been caused by or arise out of,
in whole or in part, Consultant's performance under this Agreement, except for any claims, actions, causes
of action, losses, damages, costs or liabilities proximately caused by the sole negligence or willful
misconduct of City. City shall not be liable for acts of Consultant in performing services described herein.
In no event shall this section be construed to require indemnification by the Consultant to a greater extent
than permitted under the public policy of the State of California; and in the event that this contract is subject
to California Civil Code section 2782(b), the foregoing indemnity provisions shall not apply to any liability
for the active negligence of the City.
The defense and indemnity provisions obligations of this Agreement are undertaken in addition to, and shall
not in any way be limited by the insurance obligations contained in this Agreement. The foregoing
indemnity provisions are intended to fully allocate the parties' risk of liability to third -parties; and there
shall be no rights to indemnity or contribution, in law or equity or otherwise between the parties that are
not set forth in this section. Consultant waives all rights to subrogation for any matters covered by the
provisions of this section. Consultant's responsibility for such defense and indemnity obligations as set
forth in this section shall survive the termination or completion of this Agreement for the full period of time
allowed by law.
Page 6 of 20
9.2 Consultant shall maintain insurance conforming to the following specifications to the fullest
amount allowed by law for a minimum of 3 years following the termination or completion of this
Agreement. The City will be issued a Certificate of Insurance (a Memorandum of Understanding will not
be accepted) with the following minimum requirements:
• Certificate(s) will show current policy number(s) and effective dates;
• Coverage and policy limits will meet, or exceed, requirements below;
• The Certificate Holder will be City of Campbell, Risk Manager, 70 North First Street, Campbell,
CA 95008;
• Certificate will be signed by an authorized representative;
• An endorsement, if required below, will be provided to show the City, its officers, officials,
employees, and volunteers as additional insureds; and
• Coverages must be maintained during the term of the Agreement with the City, unless a longer
duration is required.
A. Required Types of Coverage. Consultant acknowledges that the insurance coverage and policy
1 units set forth in this section constitute the minimum amount of coverage required. If Consultant maintains
broader insurance coverage and/or higher limits than the minimums shown below, the City requires and
shall be entitled to the broader insurance coverage and/or higher limits maintained by Consultant. Any
available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be
available to the City.
The policies shall afford the following types of coverage:
1. Commercial General Liability; Ins Services Office (ISO) CGL Form 00 01 1185
2. Automotive for all automobiles leased, hired, controlled, or owned (if any) by the
consultant;
3. Workers' Compensation and Employer Liability
4. Professional Liability and/or Errors and Omissions
B. Minimum Limits of Insurance
Consultant shall maintain limits no less than:
I . General Liability: $1,000,000 combined single limit per occurrence for bodily,
personal injury and property damage. If Commercial General Liability Insurance or other form with
a general aggregate limit is used, either the general aggregate limit shall apply separately to this
project/location or the general aggregate limit shall be twice the required occurrence limit.
3. Workers' Compensation and Employer's Liability: Workers' Compensation limits
as required by the Labor Code of the State of California and Employer's Liability limits of
$1,000,000 per accident. The Workers' Compensation policy must be endorsed with a waiver of
subrogation in favor of the City for all work performed by the Consultant and its employees. (Not
required if Consultant provides written verification it has no employees).
4. Professional Liability and/or Errors and Omissions: $1,000,000 per claim and
$2,000,000 in the annual aggregate.
Page 7 of 20
The limits of insurance required in this Agreement may be satisfied by a combination of primary
and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to
contain a provision that such coverage shall also apply on a primary and non-contributory basis for
the benefit of City (as agreed to in this Agreement) before the City's own insurance or self-insurance
shall be called upon to protect it as a named insured.
C. Deductible and Self -Insured Retention
Any deductibles or self -insured retention must be declared to and approved by the City, and
shall not reduce the limits of liability. At the option of the City, either: the insurer shall reduce or
eliminate such deductibles or self -insured retention as respects the City, its agents, officers,
attorneys, employees, officials and volunteers; or the Consultant shall procure a bond guaranteeing
payment of losses related to investigations, claim administration, and defense expenses. Policies
containing any self -insured retention provision shall provide or be endorsed to provide that the self -
insured retention may be satisfied by either the named insured or the City.
D. Other Insurance Provisions
The policies are to contain, or be endorsed to contain, the following provisions:
1. General Liability and Automobile Liability Coverage:
a. The City, its agents, officers, attorneys, employees, officials and volunteers
are to be covered as additional insureds as respects: liability arising out of this Agreement
performed by or on behalf of the Consultant, products and completed operations of the
Consultant, premises owned, occupied or used by the Consultant, or automobiles owned,
leased, hired or borrowed by the Consultant. It is a requirement of this Agreement that any
available insurance proceeds broader than or in excess of the specified minimum insurance
coverage requirements and/or limits set forth in this Agreement shall be available to the
City as an additional insured. Furthermore, the requirements for coverage and limits shall
be (1) the minimum coverage limits specified in this Agreement, or (2) the broader coverage
and maximum limits of coverage of any insurance policy or proceeds available to the named
insured, whichever is affords greater coverage.
b. The Consultant's insurance coverage shall be primary insurance as respects
the City, its agents, officers, attorneys, employees, officials and volunteers. Any insurance
or self-insurance maintained by the City, its agents, officers, attorneys, employees, officials
and volunteers shall be excess of the Consultant's insurance and shall not contribute with it.
C. Any failure to comply with reporting provisions of the policies shall not
affect coverage provided to the City, its agents, officers, attorneys, employees, officials,
and volunteers.
d. The Consultant's insurance shall apply separately to each insured against
whom claim is made or suit is brought with respect to the limits of the insurer's liability.
2. Workers' Compensation and Employer's Liability Coverage: The insurer shall
agree to waive all rights of subrogation against the City, its agents, officers,
attorneys, employees, officials, and volunteers for losses arising from work
performed by the Consultant for the City.
3. All Coverages: Any unintentional failure to comply with reporting provisions of
the policies shall not affect coverage provided to the City; and unless otherwise
Page 8 of 20
approved by the City, each insurance policy required by this clause shall be
endorsed to state that coverage shall not be canceled by either party, except after
thirty (30) days prior written notice by regular mail has been given to the City, or
ten (10) days for cancellation for non-payment of premium.
E. Suspension or Cancellation or Renewal.If any of the coverages required by this Agreement
should be suspended, voided, cancelled or reduced in coverage during the term of this Agreement,
Consultant shall immediately notify City and replace such coverage with another policy meeting the
requirements of this Agreement. This contract shall be capped at the sum of $50,000 but may be renewed
upon joint agreement as evidenced by renewed signature and date.
F. Subcontractors. Consultant agrees that any and all contracts with subcontractors for performance
of any matter under this Agreement shall require the subcontractors to comply with the same indemnity and
insurance requirements set forth in this Agreement to the extent that they apply to the scope of the
subcontractors' work. Subcontractors are to be bound to contractor and to City in the same manner and to
the same extent as the Consultant is bound to City under this Agreement. Subcontractors shall further agree
to include these same provisions with any sub -subcontractor. A copy of this Agreement will be furnished
to the subcontractor on request. The Consultant shall require all subcontractors to provide a valid certificate
of insurance and the required endorsements included in the Agreement prior to commencing any work, and
will provide proof of compliance to the City.
G. Acceptability of Insurers. Without limiting Consultant's indemnification provided hereunder, the
policies of insurance listed in Article 9.2 of this Agreement are to be issued by an issuer with a current A.M.
Best Rating of A: V and who is authorized to transact business in the State of California, unless otherwise
approved by the City.
H. Verification of Coverage. Consultant shall furnish the City with endorsements and certificates of
insurance evidencing coverage required by this clause. The certificates for each insurance policy are to be
signed by a person authorized by that insurer to bind coverage on its behalf. The certificates are to be on
forms acceptable to the City. Where required by statue, forms approved by the Insurance Commissioner
are to be submitted. All certificates are to be received and approved by the City before work commences.
I. Special Risks/Circumstances. City reserves the right to modify these requirements, including
limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances
and provide notice to Consultant.
10. MISCELLANEOUS
10.1 This Agreement shall be binding on the heirs, executors, assigns and successors of
Consultant.
10.2 Neither party may assign or alter this Agreement, or any portion hereof, without the prior
written consent of the other.
10.3 This Agreement shall not be construed to alter, affect, or waive any lien or stop notice rights,
which Consultant may have for the performance of services pursuant to this Agreement.
10.4 Neither party's waiver of any term, condition or covenant, or breach of any term, condition
or covenant shall be construed as the waiver of any other term, condition or covenant or waiver of the
breach of any other term, condition or covenant.
10.5 This Agreement contains the entire Agreement between City and Consultant relating to the
project and the provision of services to the project. Any prior agreements, promises, negotiations, or
Page 9 of 20
representations not expressly set forth in this Agreement are of no force or effect. Subsequent modifications
to this Agreement shall be in writing and signed by both City and Consultant.
10.6 If any term, condition or covenant of this Agreement is held by a court of competent
jurisdiction to be invalid, void, or unenforceable, the remaining provisions of this Agreement shall be valid
and binding on City and Consultant.
10.7 This Agreement shall be governed in accordance with the laws of the State of California.
10.8 The term of this Agreement shall commence upon execution of the Agreement and
terminate upon proper notice from either party, pursuant to Section 6. Any extension of the Agreement shall
be mutually agreed upon in writing and shall require an amendment to the Agreement signed by both parties
10.9 Changes or amendments to this Agreement must be in writing and approved by all parties
10.10 The initial contract term shall commence upon execution of the contract by the City and
shall be for a three (3) year period, unless terminated sooner in accordance with the contract. The City of
Campbell, through City Council approval, may elect to extend the contract period. Consultant will be
provided written notice not less than thirty (30) days prior to expiration of the original or extended term.
10.11 The term of this Agreement shall commence upon execution of the Agreement and
terminate upon proper notice from either party, pursuant to Section 6. Any extension of the Agreement shall
be mutually agreed upon in writing and shall require an amendment to the Agreement signed by both parties.
10.12 Consultant owes the City a duty of undivided loyalty in performing the work and services
under this Agreement, including, but not limited to, the obligation to refrain from having economic interests
and/or participating in activities that conflict with the City's interests in respect to the work and/or services
and project. The Consultant shall list current clients who may have a financial interest in the outcome of
this Agreement. The Consultant hereby certifies that it does not now have, nor shall it acquire any financial
or business interest that would conflict with the performance of services under this agreement. Consultant
shall not make or participate in making or in any way attempt to use Consultant's position to influence a
governmental decision in which Consultant knows or has reason to know Consultant has a direct or indirect
financial interest other than the compensation promised by this Agreement. Consultant will immediately
advise the City if Consultant learns of a financial interest of Consultant's during the term of this Agreement.
10.13 City is a public agency subject to the disclosure requirements of the California Public
Records Act ("CPRA"). If Consultant's proprietary information is contained in documents or information
submitted to City, and Consultant claims that such information falls within one or more CPRA exemptions,
Consultant must clearly mark such information "Confidential and Proprietary," and identify the specific
lines containing the information. In the event of a request for such information, City will make best efforts
to provide notice to Consultant prior to such disclosure. If Consultant contends that any documents are
exempt from the CPRA and wishes to prevent disclosure, it is required to obtain a protective order,
injunctive relief or other appropriate remedy from a court of law in Santa Clara County before the City is
required to respond to the CPRA request. If Consultant fails to obtain such remedy within the time the City
is required to respond to the CPRA request, City may disclose the requested information without any
liability to Consultant. Consultant further agrees that it shall defend, indemnify and hold City harmless
against any claim, action or litigation (including but not limited to all judgments, costs, and attorney's fees)
that may result from denial by City of a CPRA request for information arising from any representation, or
any action (or inaction), by the Consultant.
10.14 Neither party hereto shall be considered in default in the performance of its obligation
hereunder to the extent that the performance of any such obligation is prevented or delayed by an act of
God, natural disaster, pandemic, acts of terrorism, war, or other peril, which is beyond the reasonable
Page 10 of 20
control of the affected party and without the negligence of the respective Parties. Each party hereto shall
give notice promptly to the other of the nature and extent of any Force Majeure claimed to delay, hinder or
prevent performance of the services under this Agreement. Each Party will, however, make all reasonable
efforts to remove or eliminate such a cause of delay or default and will, upon the cessation of the cause,
diligently pursue performance of its obligations in this Agreement. In the event either party is prevented or
delayed in the performance of its respective obligation by reason of such Force Maj eure, there may be an
equitable adjustment of the schedule and Consultant compensation based on City's sole discretion.
10.15 Except as City may specify in writing, Consultant shall have no authority, express or
implied, to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority,
express or implied, pursuant to this Agreement to bind City to any obligation whatsoever.
10.16 Consultant warrants that Consultant, its subcontractors and/or agents (if any) has/have
complied with any and all federal, state, and local licensing requirements
10.17 Each party acknowledges that it has reviewed this Agreement and that the normal rule of
construction to the effect that any ambiguities are to be resolved against the drafting party shall not be
employed in the interpretation of this Agreement.
10.18 The signatories to this Agreement warrant and represent that each is authorized to execute
this Agreement and that their respective signatures serve to legally obligate their respective representatives,
agents, successors and assigns to comply with the provisions of this Agreement.
10.19 This Agreement is entered into, and to be performed in Santa Clara County, California, and
any action arising out of or related to this Agreement shall be maintained in a court of appropriate
jurisdiction in Santa Clara County, California.
11. NOTICES
Notices required under this Agreement may be delivered by first class mail addressed to the
appropriate party at one of the following addresses:
CITY: City of Campbell
Attention: Rob Eastwood
70 North First Street,
Campbell, CA 95008
CONSULTANT: True North Compliance Services (TNC)
Attention: Isam Hasenin
3939 Atlantic Ave., #224
Long Beach, CA 90807
(858) 260-0495 ;tea r:tncser�'1ce:�.i U�11
[Signatures on the following page
Page 11 of 20
Having read and understood the foregoing Agreement, the undersigned parties agree to be bound hereby:
CONSULTANT CITY OF CAMPBELL
True North Compliance Services
Title:
Date:
By: Brian Loventhal
Title: City Manager
Date:
Exhibit A - Scope of Services and Fees
Page 12 of 20
True North will offer the full range of Building & Safety services ranging from plan review to
inspection and permit technician services and other related services.
Pion Review Procedures
The following approach and procedures will apply to Plan Review Services. It may be adjusted to
better accommodate the specific needs of the City of Campbell.
1. All document/plan reviews shall be based on the City of Campbell Municipal
Code, applicable federal and state laws and regulations, Title 24 California Code
of Regulations, and the City's Building & Safety Division plan review standards
and policies. Plan review shall cover structural, fire and life safety, architectural,
accessibility, OSHPD-3, energy conservation, green building, grading, plumbing,
mechanical and electrical installations in residential, commercial, and industrial
projects for new, existing and historical buildings, structures and facilities.
2. We will pick-up plans at the City of Campbell Permit Center within 24 hours of
notification OR upload immediately into our cloud -based database for electronic
submittals.
3. Review all plan check applications for accuracy and make all necessary
revisions to such items as description, square footage, type of construction,
occupancy and uses.
4. Format plan review comment lists to compliment the style and requirements of the
City of Campbell.
5. Prepare a standard template specific to the City of Campbell to identify specific
requirements and items of interest and focus to the City Building & Safety
Division.
6. Our plan review philosophy is to perform a thorough review during the first submittal
of plans in order to avoid new comments on any subsequent submittals.
7. Open lines of communication with the Building Official and other City
managers and staff to ensure accuracy in enforcing City policies, procedures and
regulations.
8. Conduct plan reviews within the agreed upon turn -around times established by
the City of Campbell.
9. Our team is available to review projects on an expedited basis within the
designated turn -around times.
10. Review deferred submittals and revisions within assigned due dates.
11. Email plan check comments to designated Building staff and provide pertinent
building/project data and information required on permit application.
Building/project data such as description of work, type of construction, uses,
occupancy classification, floor area, number of stories, etc. will be provided on the
transmittal letter.
Supply hard copy or electronic plan review comment, approval letters, and project
invoices as required by the City of Campbell.
12. When final review is approved, we will deliver two final sets of approved plans
with approval stamps and signatures to the City within 24 (twenty-four) hours of
final review and approval.
13. Be available, during regular business hours, to discuss and clarify plan check issues
Page 13 of 20
with applicants, designers, owners and consultants. Resolution of code issues
may be performed by telephone, or meetings, prior to resubmitting corrected
plans and documents.
14. Any plan check issues not resolved between the reviewer and the architect/engineer
of record after the second review cycle will be quickly elevated to our QC Manager
who will in turn discuss with the Building Official and come up with resolution to
the outstanding issues.
15. Communicate and/or meet with the applicant, architect, engineer, other City
departments or agencies, as necessary to assist with plan review responses.
16. Participate in pre -submittal meetings during preliminary design or working
drawing stages to provide high level code review and discussion to ensure a smooth
and timely plan review process.
17.Our President, Isam Hasenin will be available to provide technical support and
advice to the Building Official, and city staff and managers related to code
application and review of Requests for Alternate materials and Methods,
administrative aspects of the department, permit fee analysis, preparing local
amendments and ordinances and similar services.
18. We will utilize the City's Permit Tracking System to enter and monitor plan -
checking information into the portal.
19. We have a fully automated web -based project tracking system to enter and track
all projects assigned by the City. City staff and managers can access the system
anytime to check the backlog, status and due dates of any project. They can also
review copies of comment lists prepared by our staff. If the City agrees, we can
provide access to applicants so they can check status of their projects online
without having to call the City or come to the Building and Safety counter.
Electronic Plan Review
True North Compliance Services, Inc. is able to receive, process, plan review, markup and
approval stamp plans electronically and return the electronic plans back to the City. In fact, over
75% of our reviews currently are performed electronically using the electronic platforms. More
specifically:
1. We will adhere to the City's Electronic Plan Review guidelines and policies.
2. We are able to receive and route submittal documents utilizing cloud storage
(Box, SharePoint, Drop Box, etc.) links or any other preferred method of the
City.
Our staff will use the City -required platform to perform plan reviews.
3. We will provide electronic, redline mark ups on the plans, then transfer a
marked -up image of the plans onto the plan review comments. This process
will simplify the comments for the applicant resulting in less plan review
iterations.
4. When the plan check and recheck processes are complete and the plans and
corresponding documentation are deemed in full code compliance, we will sign
and stamp the electronic plan set and corresponding documents.
5. Our entire team is equipped with the latest technology (highspeed computers,
multiple large -format monitors, up to date versions of various electronic plan
review software, access to cloud storage, etc.) to easily perform plan reviews
Page 14 of 20
electronically.
Building Inspection Services
True North Compliance Services, Inc. is pleased to offer excellent on -call Building Inspection
Services to the City of Campbell. Our inspectors have extensive experience in the field, in addition
to their Code knowledge, allowing for a practical approach to applying Code provisions during the
inspection process. Similar to our Plan Review process, our inspectors employ the following
procedures to maximize project success. These procedures may be adjusted to better accommodate
your jurisdiction.
1. Become familiar with the inspection style and requirements of the City of
Campbell.
2. Provide inspection services and assure that construction complies with plans
and is in compliances with the most recently adopted codes, policies, and
procedures.
3. Perform inspections on construction projects to verify compliance with City of
Campbell Municipal Code and State codes and regulations: California Building
Code, Residential Code, Plumbing Code, Mechanical Code, Electrical Code,
Fire Code, Energy Code, Green Building Standards Code, Disabled Access
Regulations, and Title 25; Mobile Home Parks regulations; State Water
Resource Control Board regulations related to storm water pollution prevention;
Sound Transmission Control regulations; and, locally adopted building
ordinances and amendments thereof.
4. Inspect for compliance with applicable conditions of approval set forth by the
City's Community Development Department, Planning Commission, and/or
City Council.
5. Inspectors will possess and maintain necessary certifications required to
perform inspections.
6. Be equipped with all necessary tools needed to perform inspections,
including a complete set of current code books.
7. Assist in the coordination of job site conferences with technical
consultants, engineers, architects, representatives of the owner, equipment
manufacturers, and subcontractors to review project requirements, and clarify
or resolving any questions or problems prior to commencing work.
8. Prepare inspection notices of noncompliance on incorrect construction methods
or material found during inspection; confer with contractor or representative
regarding construction methods and procedures as they relate to compliance
with plans and specifications.
9. Maintain a record of non -complying items and follow up to achieve resolution
of such items. Record all significant construction -related activities and events
such as work completed to provide a chronological and factual history of
inspection on assigned construction projects.
10. Engage with Building & Safety Division staff to understand the City"s permitting
process, forms, policies, and clients.
Page 15 of 20
11. Adapt to the City's needs to allow for easy integration into the day-to-day
inspection operations.
12. Communicate daily with the City's Principal Building Inspector for assignments
and
to identify potential issues.
13. Coordinate with various City and County agencies and departments and other
governmental agencies providing services, and/or having jurisdiction over any
aspect of a development project.
14. Maintain contact while in the field to answer questions, reschedule inspections,
and support City staff.
15. Serve as a resource and provide information on City regulations to property
owners, residents, businesses, the general public and other City departments.
16. Build a rapport with frequent contractors and teams on continuing projects.
17. Update the City's permit tracking software as necessary, including transferring all
applicable field notes.
18. Perform and/or attend on -site and in -office preconstruction meetings as required.
19. Communicate and/or meet with applicants, contractors, engineers, architects,
etc., as necessary to assist with corrections and general project questions.
Permit Processing Services
True North Compliance Services, Inc. believes that the permit technician position is one of the
toughest positions in the Building & Safety Division. Being at the counter all day long handling
customer contacts, questions and issues is challenging, especially as we
experience the high volume of work and high customer traffic at the public counter. That's why we
believe it takes a certain type of personality to be successful at the position. It's someone who is
pleasant, calm, patient, has excellent interpersonal skills and ability to use automation systems. We
are pleased to offer staff who meet these criteria and qualifications. More specifically, the permit
technician will:
1. Enter permit data into the automated database.
2. Research, compile and prepare various limited reports and presentation graphics.
3. Assist the general public at the front counter or by phone regarding building,
planning and engineering permit requirements, plan check fees, plan check
filing procedures and processing, and permit status.
4. Research information for public.
5. Accept permit applications and collect permit fees.
6. Review and evaluate plans for completeness and for conformance with
ordinances and department standards, policies and guidelines.
7. Review plans for conditions of prior approval.
8. Route plans to other city departments for review.
9. Approve minor permits.
10. Research and respond to public inquiries.
Page 16 of 20
11. Build and maintain positive working relationships with co-workers, City
employees and the public using principles of good customer service.
12. Perform related duties as assigned.
13. Utilize City electronic and paper files to research previous and/or related permits.
14. Review permit application for completeness, perform fee calculations, route
plans, verify approvals and conditions and issue permits.
15. Provide excellent service to all customers from a homeowner to large developers
and designers.
16. Have excellent interpersonal skills, calm demeanor, patient and be a good listener
Quality Control Program
True North Compliance Services, Inc. core values in delivering municipal services are Ethics,
Transparency, Collaboration, Empathy, Customer -Centric service, Communications, and Fiscal
Prudence. High quality service, professionalism and excellence in the delivery of municipal
services are at the core of what True North
Compliance Services, Inc. stands for. We share the City's commitment to delivering responsive and
timely service without compromising the quality of the service. To that end, we developed and
implemented a rigorous internal quality control and assurance program for all of our services. Here are
the major components of our quality control program:
Flan Review and Counter Services
Our established internal intake, plan review, quality control and customer contact procedures ensure
that submittals are properly coordinated, tracked and managed. Our plan tracking procedures are
designed to track each submittal throughout the review process and maintain accurate and
comprehensive records for each submittal. To accomplish this goal, we follow this procedure:
1. We monitor our staff s performance and interaction with customers at the counter
by having customer surveys available for the applicants to complete. We will also
randomly call applicants who received our service to check on their satisfaction
with the services received from our staff. We will monitor phone calls and produce
period reports of customer satisfaction. We will train and provide feedback to our
staff related to their customer service skills.
2. Once we receive a project for review from the City, our document control staff
screens and logs the project into our internal project tracking system with all
appropriate information such as description, scope, review disciplines, Building
Department staff, design team contact person and due dates.
3. Our QC Manager will perform an initial cursory review of the project to determine
if there are any major code compliance issues that may require immediate
discussion with the Building & Safety Division staff and/or design team, then
depending on the complexity of the project, assigns to appropriate True North plan
review engineers/plans examiners.
4. Plans are assigned to engineers or plans examiners for each of the required
disciplines with notes from the QC manager
5. Once the plan review is complete, True North QC Manager will perform quality
control of the project by reviewing the project and comments prepared by the
assigned plan review engineer/plans examiner.
Page 17 of 20
6. Following the QC phase, final comments will be generated and sent to the Building
& Safety Division staff and designated design team member.
Inspection Services
Similar to our plan check quality control program, we have a rigorous internal quality control and
assurance program for our inspection services. Core elements of our program include:
1. Rigorous hiring program to ensure that we only hire highly competent professional and
friendly inspectors who believe in True North's core values and guiding principles.
2. Thorough on -boarding and training program for our team.
3. On -going technical training on latest codes, interpretations,
technology and construction methods and techniques.
Regular staff meetings to communicate policies, procedures and provide directions.
4. Regular feedback loop on staff performance.
5. Announced and un-announced audits of inspectors by our Chief of Inspections.
6. Regular feedback meetings with City's Building Official and staff to obtain
feedback and input on our staff s performance.
7. Periodic calls to contractors to seek feedback on performance of our inspection staff.
8. Regular meetings with our inspectors to evaluate performance, offer
critique and corrective actions if necessary.
Page 18 of 20
Exhibit B — Fee Schedule
FEE SCHEDULE
True North Compliance Services, Inc. is pleased to propose the following competitive fees for the
services listed. Additional services not listed below may be negotiated.
Our pricing reflects our commitment to delivering the highest quality responsive and timely service to the
City of Campbell. These include:
• Reduced plan review turnaround times.
• Ability to expedite plan review at the request of the City Building Official.
o Expedited Plan Check will be charged at 1.5x the hourly
rate, and completed in an agreed upon timeframe.
• Implementation of established electronic plan review processes.
• Highly qualified staff compensated commensurately with their
duties and responsibilities.
HOURLY RATES FOR ADDITIONAL SERVICES
Position
Interim Certified Building Official
i Rate
$165.00
Plan Review Engineer
$135.00
Senior Plan Review Engineer
$150.00
Structural Engineer
$145.00
Licensed Geotechnical Engineer/Engineering
Geologist
$145.00
Licensed Fire Protection Engineer
$150.00
Certified Plans Examiner 1
$115.00
Certified Plans Examiner II
$125.00
Building/Housing Inspector 1
$100.00
Building/Housing Inspector II
$115.00
Senior Building/Housing Inspector
$125.00
Code Enforcement Officer
$105.00
Senior Code Enforcement Officer
$130.00
CASp Plan Reviewer/Inspector
$135.00
Page 19 of 20
Fire Plan Reviewer/Inspector 1
$115.00
Fire Plan Reviewer/Inspector II
$130.00
Grading/Public Improvements Plan Review Engineer
$140.00
Planner
$145.00
Senior Planner
$165.00
Principal Planner
$180.00
Permit Technician 1
$80.00
Permit Technician II
$90.00
Administrative Assistant
$70.00
• Overtime for on -site staffing will be charged at 140% of the rates above.
• Mileage for tasks related to requested scope such as inspections or site visits
will be charged at the current IRS mileage rate measured from City Hall.
• Inspections outside of the City's business hours will be charged at 140% of rates
above with a 3-hour minimum.
Page 20 of 20
CITY OF CAMPBELL
CONSULTANT SERVICES AGREEMENT
This Agreement is entered into at Campbell, California on the 1st day of July, 2026, by and
between the CITY OF CAMPBELL (hereinafter referred to as "City") and Urban37, INC. (hereinafter
referred to as "Consultant") (each is referred to individually as a ``Party" and collectively, as the
"Parties").
WHEREAS, City desires to obtain consulting services for the purpose of construction plan review
to determine code compliance against City adopted California Building Codes either in -part or in -entirety;
WHEREAS, Consultant represents that it has the expertise, means, and ability to perform said
such services and has currency with all applicable certifications, licenses, bonding, and insurance;
NOW, THEREFORE, in consideration of each other's mutual promises, Consultant and City
agree as follows:
1. DUTIES OF CONSULTANT
1.1 Consultant agrees to perform services as set forth in Exhibit A - Scope of Services,
attached hereto and incorporated herein by reference, and which shall be interpreted together and in
harmony with this Agreement. In the event of any conflict between Exhibit A and this Agreement, this
Agreement shall .govern, control, and take precedence.
1.2 Consultant's project manager will meet with the City's project coordinator prior to
commencement of the project to establish a clear understanding of the working relationships, authorities,
trade standards, and management philosophy of City as it relates to this Agreement.
1.3 Consultant, working with the City, will gather available existing information concerning
the project, and shall review documents as necessary for compliance with the project's objectives.
1.4 In performance of this Agreement by Consultant, time will be of the essence. Completion
deadlines will be so agreed and arranged in advance and in writing. Plan examination and estimated cost
to provide shall include an expected normal first round examination time limit targeted at 10 working
days, with follow up second reviews targeted at 5 working days from the date of document receival. A
third round of plan check and any additional rounds or specifics or related shop drawing and/or revision
review shall be billed on a Time and Materials base, at the agreed upon hourly rate set forth in Section 3,
below. If a specific project is deemed by Consultant to be beyond normal where these performance limits
cannot reasonably be met, Consultant must obtain City's prior acceptance of the deviation or time
extensions in writing.
1.5 Except as expressly stated in Section 1.4, Consultant shall not be responsible for delay
caused by activities or factors beyond Consultant's reasonable control, including delays in document
submittals, product specification, or by reason of strikes, work slow -downs or stoppages, or acts of God.
Each party hereto shall give notice promptly to the other of the nature and extent of any Force Majeure
claimed to delay, hinder or prevent performance of the services under this Agreement. Each Party will,
however, make all reasonable efforts to remove or eliminate such a cause of delay or default and will, upon
the cessation of the cause, diligently pursue performance of its obligations in this Agreement. In the event
either party is prevented or delayed in the performance of its respective obligation by reason of such Force
Majeure, there may be an equitable adjustment of the schedule and Consultant compensation based on
City's sole discretion.
Page 1 of 17
1.6 Consultant agrees to perform this Agreement in accordance with the highest degree of
skill and expertise exercised by members of Consultant's profession working on similar projects under
similar circumstances.
1.7 Consultant shall perform in good faith with City in all aspects of the performance of this
Agreement.
1.8 In the course of the performance of this Agreement, Consultant shall act in the City's best
interest as it relates to the project.
1.9 In the event, major discrepancies, omissions, or misrepresentations, are discovered during
the activity of this Agreement, Consultant shall stop forward progress and notify the City's project
coordinator in a timely way. When resolved, forward progress shall commence.
1.10 All activities of Consultant, its employees, subcontractors, and/or agents will be carried
out in compliance with all applicable federal, state, and local laws and regulations.
1.11 The designated project manager for Consultant shall be . Consultant's project
manager shall have all the necessary authority to direct technical and professional work within the scope
of the Agreement and shall serve as the principal point of contact with the City and the City's project
coordinator. The authorized principal of Consultant executing this Agreement for the Consultant shall
have authority to make decisions regarding changes in services, termination and other matters related to
the performance of this agreement on behalf of Consultant.
1.12 The Consultant (and its employees, agents, representatives, and subconsultants), in the
performance of this Agreement, shall act in an independent capacity and not as officers or employees or
agents of the City. The City shall not direct the work and means for accomplishment of the services and
work to be performed hereunder. The City, however, retains the right to require that work performed by
Consultant meet specific standards consistent with the requirements of this Agreement without regard to
the manner and means of accomplishment thereof. Subcontractors shall assume all rights, obligations,
and liabilities, applicable to it as an independent contractor hereunder. Consultant represents and
warrants that it (i) is fully experienced and properly qualified to perform the class of work and services
provided for herein, (ii) has the financial capability and shall finance its own operations required for the
performance of the work and services and (iii) is properly equipped and organized to perform the work
and services in a competent, timely and proper manner in accordance with the requirements of this
Agreement. Consultant agrees to comply with A135, codified at Labor Code section 2750.3, and shall
indemnify, defend and hold harmless the City, its officers, officials, directors, agents representatives,
volunteers, and employees against any claim or liability, including attorneys' fees and costs, arising in
any manner related to this Agreement that an employee, agent or others under Consultant's supervision or
control was misclassified.
1.13 This Agreement contains provisions that permit mutually acceptable changes in the scope,
character or complexity of the work if such changes become desirable or necessary as the work
progresses. Adjustments to the basis of payment and to the time for performance of the work, if any, shall
be established by a written contract amendment (approved and executed by the City) to accommodate the
changes in work.
1.14 Consultant warrants that Consultant, its subcontractors, and/or agents (if any) has/have
complied with any and all federal, state, and local licensing requirements and agrees to provide proof of
such requirements at City's request.
Page 2 of 17
2. DUTIES OF CITY
2.1 City shall furnish to Consultant all available and pertinent data and information requested
by Consultant to facilitate the preparation of the documents called for in this Agreement. Consultant shall
be entitled to reasonably rely on the accuracy and completeness of such information, provided that
Consultant shall make any additional investigation reasonably necessary to confirm such information and
provide City prompt written notice of any known or discovered defects in such data and information.
2.2 City shall provide contract administration services. City shall notify Consultant of
required administrative procedures and shall name representatives, if any, authorized to act in its behalf.
2.3 City shall review documents submitted by Consultant and shall render decisions
pertaining thereto as promptly as reasonably possible.
3. COMPENSATION
3.1 For the full performance of the services described herein by Consultant, City agrees to
compensate Consultant for all services and direct costs associated with the performance of the Project in
an amount not to exceed $500,000:
a. Once each month, Consultant shall submit for payment by City, an itemized invoice for services
performed during the previous billing period. The invoice shall describe the services rendered and the
title of the item of work and shall list labor hours by personnel classification. Said invoice shall be based
on all labor and direct expense charges made for work performed on the Project. Labor charges shall be
in accordance with the fee schedule found in Exhibit B of this Agreement. City shall pay Consultant for
services rendered and approved by the City within 30 days from the date the itemized invoice is received
by the City, subject to the maximum not to exceed amount specified above and the City's right to object.
b. Direct costs are those outside costs incurred on or directly for the project and substantiated with
invoices for the charges. Direct expenses include printing, reproduction, and delivery charges.
3.2 If Consultant incurs other costs which are not specifically covered by the terms of this
Agreement, but which are necessary for performance of Consultant's duties, City may approve payment
for said costs if authorized in writing by the City in advance.
3.3 City may order changes in the scope or character of services in writing, including
increasing or decreasing the amount of Consultant's services. In the event that the work is decreased,
Consultant is entitled to full compensation for all services performed and expenses incurred prior to
receipt of notice of change. Under no conditions shall Consultant make any changes to the work, either as
additions or deductions, without the prior written order of the City. In the event that the City determines
that a change to the work or services from that specified in this Agreement is required, the contract time
and/or actual costs reimbursable by the City for the project may be adjusted by contract amendment or
change order to accommodate the changed work. The maximum not to exceed total amount specified in
this Article 3 (Compensation) shall not be exceeded, unless authorized by written contract amendment or
change order, approved and executed by the City. Consultant shall obtain prior written approval for a
revised fee schedule from the City before exceeding such fee schedule. Only City's authorized
representative(s) is authorized to approve changes to this Agreement on behalf of City.
3.4 In no event will the Consultant be reimbursed for any costs or expenses at any rates that
exceed the rates for set forth in the fee schedule found in Exhibit B.
Page 3of17
3.5 Consultant agrees that the payments to Consultant specified in this Article 3
(Compensation) will constitute full and complete compensation for all obligations assumed by Consultant
under this Agreement. Where conflicts regarding compensation may occur, the provisions of this section
apply.
4. SUBCONSULTANTS
4.1 Consultant may not subcontract any services required under this Agreement without the
prior written consent of the City.
4.2 Consultant shall be responsible to City for the performance of any and all subconsultants
who perform work under this contract, and any acts of negligence or misconduct on their part. Consultant
is solely responsible for all payments due to subconsultants.
4.3 Consultant shall require and verify that all subcontractors maintain insurance meeting all
of the requirements stated herein, including naming the City of Campbell, its officers, officials, directors,
agents, representatives, volunteers, and employees as additional insureds. Any modification to the
insurance requirements for subcontractors must be agreed to by the City in writing.
4.4 If at any time, the City determines any subcontractor is incompetent or unqualified,
Consultant will be notified and will be expected to immediately cancel the subcontract.
5. OWNERSHIP OF DOCUMENTS AND MATERIALS
All original drawings, documents, papers, data, materials, photographs, negatives and other work
products prepared by the Consultant and/or its subconsultants in the performance of the services
encompassed in this Agreement (whether in printed or electronic format) ("project -related documents and
materials) shall be the property of the City and may be used on this project without the consent of the
Consultant or its subcontractors. City acknowledges that such drawings, documents, and other items are
instruments of professional services intended for use only on the subject project. Consultant agrees that
all copyrights which arise from creation of the project -related documents and materials pursuant to this
Agreement shall be vested in the City and waives and relinquishes all claims to copyright or other
intellectual property rights in favor of the City. Any project -related documents and materials related to
this Agreement shall be confidential, not to be used by the Consultant on other projects or disclosed to
any third party, except by agreement in writing by the City, or except as otherwise provided herein. Upon
the completion or termination of this Agreement for any reason, the City shall be entitled to receive, and
Consultant shall promptly provide to the City upon request, all finished and unfinished project -related
documents and materials, produced or gathered by or on behalf of Consultant, that are in Consultant's
possession, custody or control. Consultant may retain copies of said documents and materials for its files.
In the event of termination, any dispute regarding compensation or damages shall not hinder, prevent, or
otherwise impact the City's right to promptly receive and use such documents and materials which are the
sole and exclusive property of the City.
Certain information received by Consultant from City may be considered confidential ("Confidential
Information"). Confidential Information shall mean all non-public information or proprietary materials (in
every form and media) disclosed or made available directly or indirectly through any means of
communication, either verbally or in writing, to Consultant in connection with this Agreement. Unless
otherwise required by law, Consultant shall not, without City's written permission, use or disclose City
documentation and/or Confidential Information other than in the performance of the obligations under
this Agreement. As between Consultant and City, all City Confidential Information shall remain the
property of the City. Consultant shall not acquire ownership interest in the City's Confidential
Information.
Page 4 of 17
Consultant shall be responsible for ensuring and maintaining the security and confidentiality of City's
Confidential Information, protect against any anticipated threats or hazards to the security or integrity of
City Data and Confidential Information, protect against unauthorized access to or use of City Data and
Confidential Information that could result in substantial harm or inconvenience to City or any end users;
and ensure the proper return and/or disposal of City Data and Confidential Information upon termination
of this Agreement with notice to the City.
Consultant shall take appropriate action to address any incident of unauthorized access to City's
Confidential Information, including addressing and/or remedying the issue that resulted in such
unauthorized access, notifying City as soon as possible of any incident of unauthorized access to City
Data and Confidential Information, or any other breach in Consultant's security that materially affects
City or end users; and be responsible for ensuring compliance by its officers, employees, agents, and
subcontractors with the confidentiality provisions hereof. Should confidential and/or legally protected
City Data be divulged to unauthorized third parties, Consultant shall comply with all applicable federal
and state laws and regulations, including but not limited to California Civil Code sections 1798.29 and
1798.82 at Consultant's sole expense. Consultant shall not charge City for any expenses associated with
Consultant's compliance with these obligations.
Consultant shall defend, indemnify and hold harmless City, its officials, officers, employees and agents
against any claim, liability, loss, injury or damage (including attorneys' fee and costs) arising out of, or in
connection with, the unauthorized use, access, and/or disclosure of City's Confidential Information by
Consultant and/or its agents, employees or sub -contractors, excepting only loss, injury or damage caused
by the sole negligence or willful misconduct of the City. This provision shall survive the termination or
expiration of this Agreement.
6. TERMINATION
6.1 Notwithstanding any other provision of this Agreement, the City -may terminate this
Agreement at any time, with or without cause, in its sole discretion, by giving notice in writing to
Consultant of such termination. In the event of such termination, Consultant shall have the right and
obligation to immediately assemble the work then in progress for the purpose of completing the work and
turning over all materials and documents to City.
6.2 In the event of such termination, Consultant shall be compensated for all work and
services performed to the point of termination in accordance with the payment provisions set forth in
Section 3.1, unless the termination is for cause, in which event Consultant need be compensated only to
the extent required by law.
6.3 Upon notice of termination by City, the Consultant will immediately act to not incur any
additional obligations, costs or expenses, except as may be reasonably necessary to terminate its
activities. All finished or unfinished work or documents procured or produced under the Agreement will
become property of the City upon the termination date. In the event of Consultant's failure to perform
pursuant to the Agreement, the City reserves the right to obtain services elsewhere and Consultant will be
liable for the difference between the prices set forth in the terminated Agreement and the actual cost to the
City. Termination of the Agreement pursuant to this paragraph shall not relieve the Consultant of any
liability to City for additional costs, expenses, or damages sustained by City due to failure of the
Consultant to perform pursuant to the Agreement. City may withhold any payments to Consultant for the
purpose of set off until such time as the exact amount of damages due City from Consultant is
determined. After the effective date of termination, Consultant will have no further claims against the
City under the Agreement. No other compensation will be payable for anticipated profit on unperformed
services.
Page 5 of 17
7. AUDIT AND INSPECTION
Consultant shall permit authorized representatives of City to inspect and audit all data and records
relating to its performance under this Agreement for a period of three years following acceptance of the
final study.
8. EQUAL EMPLOYMENT OPPORTUNITY
Consultant agrees to refrain from discriminatory employment practices on the basis of race,
religious creed, color, sex, national origin, handicap, sexual orientation, marital status, medical condition,
disability, ancestry, organized affiliation, military or veteran status, or any other consideration made
unlawful by local, state or federal law, of any employee of or applicant for employment with, such
Consultant or subcontractor. City requires Consultant to comply with all applicable federal, state, and
local equal employment opportunity laws and regulations.
9. INSURANCE AND INDEMNIFICATION
9.1 With respect to any design professional services provided by Consultant, the Consultant agrees to
indemnify, and hold harmless the City, its officers, and employees to the fullest extent allowed by law
from any and all claims, actions, causes of action, damages, liabilities and losses, that arise out of, pertain
to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, except for any
claims, actions, causes of action, losses, damages or liabilities proximately caused by the sole negligence
or willful misconduct of City. City shall not be liable for acts of Consultant in performing services
described herein. Notwithstanding anything in this paragraph to the contrary, any defense costs charged to
the design professional under this paragraph shall not exceed the design professional's proportionate
percentage of fault, except:
a. That in the event one or more defendants is unable to pay its share of defense costs due to
bankruptcy or dissolution of the business, the design professional shall meet and confer with the other
parties regarding unpaid defense costs in good faith effort to agree on the allocation of those costs
amongst the parties; and
b. Where a project -specific general liability policy insures all project participants for general liability
exposures on a primary basis and also covers all design professionals for their legal liability arising out of
their professional services on a primary basis, then there shall be no limitation on the design professional's
duty to provide a defense and cover the City's cost of defense.
With respect to all matters other than those covered by the foregoing paragraph, Consultant agrees to
indemnify, defend (with counsel reasonably satisfactory to the City) and hold harmless the City, its
officers, officials, directors, agents, representatives, volunteers, and employees to the fullest extent
allowed by law from and against any and all claims, actions, causes of action, losses, damages, liabilities
and costs of every nature, including attorneys' fees and costs (collectively "Losses"), including but not
limited to all claims, actions, causes of action, losses, damages, liabilities for property damage, bodily
injury, or death, and all costs of defending any claim, caused by or arising out of, or alleged to have been
caused by or arise out of, in whole or in part, Consultant's performance under this Agreement, except for
any claims, actions, causes of action, losses, damages, costs or liabilities proximately caused by the sole
negligence or willful misconduct of City. City shall not be liable for acts of Consultant in performing
services described herein.
In no event shall this section be construed to require indemnification by the Consultant to a greater extent
than permitted under the public policy of the State of California; and in the event that this contract is
Page 6 of 17
subject to California Civil Code section 2782(b), the foregoing indemnity provisions shall not apply to
any liability for the active negligence of the City.
The defense and indemnity provisions obligations of this Agreement are undertaken in addition to, and
shall not in any way be limited by the insurance obligations contained in this Agreement. The foregoing
indemnity provisions are intended to fully allocate the parties' risk of liability to third -parties; and there
shall be no rights to indemnity or contribution, in law or equity or otherwise between the parties that are
not set forth in this section. Consultant waives all rights to subrogation for any matters covered by the
provisions of this section. Consultant's responsibility for such defense and indemnity obligations as set
forth in this section shall survive the termination or completion of this Agreement for the full period of
time allowed by law.
9.2 Consultant shall maintain insurance conforming to the following specifications to the fullest
amount allowed by law for a minimum of 3 years following the termination or completion of this
Agreement. The City will be issued a Certificate of Insurance (a Memorandum of Understanding will not
be accepted) with the following minimum requirements:
• Certificate(s) will show current policy number(s) and effective dates;
• Coverage and policy limits will meet, or exceed, requirements below;
• The Certificate Holder will be City of Campbell, Risk Manager, 70 North First Street, Campbell,
CA 95008;
• Certificate will be signed by an authorized representative;
• An endorsement, if required below, will be provided to show the City, its officers, officials,
employees, and volunteers as additional insureds; and
• Coverages must be maintained during the term of the Agreement with the City, unless a longer
duration is required.
A. Required Types of Coverage. Consultant acknowledges that the insurance coverage and policy
limits set forth in this section constitute the minimum amount of coverage required. If Consultant
maintains broader insurance coverage and/or higher limits than the minimums shown below, the City
requires and shall be entitled to the broader insurance coverage and/or higher limits maintained by
Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and
coverage shall be available to the City.
The policies shall afford the following types of coverage:
Commercial General Liability; Ins Services Office (ISO) CGL Form 00 01 11 85
2. Automotive for all automobiles leased, hired, controlled, or owned (if any) by the
consultant;
3. Workers' Compensation and Employer Liability
4. Professional Liability and/or Errors and Omissions
B. Minimum Limits of Insurance
Consultant shall maintain limits no less than:
General Liability: S 1,000,000 combined single limit per occurrence for bodily,
Page 7 of 17
personal injury and property damage. If Commercial General Liability Insurance or other form
with a general aggregate limit is used, either the general aggregate limit shall apply separately to
this project/location or the general aggregate limit shall be twice the required occurrence limit.
3. Workers' Compensation and Employer's Liability: Workers' Compensation limits
as required by the Labor Code of the State of California and Employer's Liability limits of
S1,000,000 per accident. The Workers' Compensation policy must be endorsed with a waiver of
subrogation in favor of the City for all work performed by the Consultant and its employees. (Not
required if Consultant provides written verification it has no employees).
4. Professional Liability and/or Errors and Omissions: S 1,000,000 per claim and
S2,000,000 in the annual aggregate.
The limits of insurance required in this Agreement may be satisfied by a combination of primary
and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed
to contain a provision that such coverage shall also apply on a primary and non-contributory basis
for the benefit of City (as agreed to in this Agreement) before the City's own insurance or self-
insurance shall be called upon to protect it as a named insured.
C. Deductible and Self -Insured Retention
Any deductibles or self -insured retention must be declared to and approved by the City,
and shall not reduce the limits of liability. At the option of the City, either: the insurer shall reduce
or eliminate such deductibles or self -insured retention as respects the City, its agents, officers,
attorneys, employees, officials and volunteers; or the Consultant shall procure a bond guaranteeing
payment of losses related to investigations, claim administration, and defense expenses. Policies
containing any self -insured retention provision shall provide or be endorsed to provide that the
self -insured retention may be satisfied by either the named insured or the City.
D. Other Insurance Provisions
The policies are to contain, or be endorsed to contain, the following provisions:
General Liability and Automobile Liability Coverage:
a. The City, its agents, officers, attorneys, employees, officials and
volunteers are to be covered as additional insureds as respects: liability arising out of this
Agreement performed by or on behalf of the Consultant, products and completed
operations of the Consultant, premises owned, occupied or used by the Consultant, or
automobiles owned, leased, hired or borrowed by the Consultant. It is a requirement of
this Agreement that any available insurance proceeds broader than or in excess of the
specified minimum insurance coverage requirements and/or limits set forth in this
Agreement shall be available to the City as an additional insured. Furthermore, the
requirements for coverage and limits shall be (1) the minimum coverage limits specified
in this Agreement, or (2) the broader coverage and maximum limits of coverage of any
insurance policy or proceeds available to the named insured, whichever is affords greater
coverage.
b. The Consultant's insurance coverage shall be primary insurance as
respects the City, its agents, officers, attorneys, employees, officials and volunteers. Any
insurance or self-insurance maintained by the City, its agents, officers, attorneys,
employees, officials and volunteers shall be excess of the Consultant's insurance and shall
Page 8 of 17
not contribute with it.
C. Any failure to comply with reporting provisions of the policies shall not
affect coverage provided to the City, its agents, officers, attorneys, employees, officials,
and volunteers.
d. The Consultant's insurance shall apply separately to each insured against
whom claim is made or suit is brought with respect to the limits of the insurer's liability.
2. Workers' Compensation and Employer's Liability Coverage: The insurer shall
agree to waive all rights of subrogation against the City, its agents, officers,
attorneys, employees, officials, and volunteers for losses arising from work
performed by the Consultant for the City.
3. All Coverages: Any unintentional failure to comply with reporting provisions of
the policies shall not affect coverage provided to the City; and unless otherwise
approved by the City, each insurance policy required by this clause shall be
endorsed to state that coverage shall not be canceled by either party, except after
thirty (30) days prior written notice by regular mail has been given to the City, or
ten (10) days for cancellation for non-payment of premium.
E. Suspension or Cancellation or Renewal.If any of the coverages required by this Agreement
should be suspended, voided, cancelled or reduced in coverage during the term of this Agreement,
Consultant shall immediately notify City and replace such coverage with another policy meeting the
requirements of this Agreement. This contract shall be capped at the sum of $50,000 but may be renewed
upon joint agreement as evidenced by renewed signature and date.
F. Subcontractors. Consultant agrees that any and all contracts with subcontractors for performance
of any matter under this Agreement shall require the subcontractors to comply with the same indemnity
and insurance requirements set forth in this Agreement to the extent that they apply to the scope of the
subcontractors' work. Subcontractors are to be bound to contractor and to City in the same manner and to
the same extent as the Consultant is bound to City under this Agreement. Subcontractors shall further
agree to include these same provisions with any sub -subcontractor. A copy of this Agreement will be
furnished to the subcontractor on request. The Consultant shall require all subcontractors to provide a
valid certificate of insurance and the required endorsements included in the Agreement prior to
commencing any work, and will provide proof of compliance to the City.
G. Acceptability of Insurers. Without limiting Consultant's indemnification provided hereunder, the
policies of insurance listed in Article 9.2 of this Agreement are to be issued by an issuer with a current
A.M. Best Rating of AN and who is authorized to transact business in the State of California, unless
otherwise approved by the City.
H. Verification of Coverage. Consultant sha'.1 furnish the City with endorsements and certificates of
insurance evidencing coverage required by this clause. The certificates for each insurance policy are to
be signed by a person authorized by that insurer to bind coverage on its behalf. The certificates are to be
on forms acceptable to the City. Where required by statue, forms approved by the Insurance
Commissioner are to be submitted. All certificates are to be received and approved by the City before
work commences.
I. Special Risks/Circumstances. City reserves the right to modify these requirements, including
limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances
and provide notice to Consultant.
Page 9 of 17
10. MISCELLANEOUS
10.1 This Agreement shall be binding on the heirs, executors, assigns and successors of
Consultant.
10.2 Neither party may assign or alter this Agreement, or any portion hereof, without the prior
written consent of the other.
10.3 This Agreement shall not be construed to alter, affect, or waive any lien or stop notice
rights, which Consultant may have for the performance of services pursuant to this Agreement.
10.4 Neither party's waiver of any term, condition or covenant, or breach of any term,
condition or covenant shall be construed as the waiver of any other term, condition or covenant or waiver
of the breach of any other term, condition or covenant.
10.5 This Agreement contains the entire Agreement between City and Consultant relating to
the project and the provision of services to the project. Any prior agreements, promises, negotiations, or
representations not expressly set forth in this Agreement are of no force or effect. Subsequent
modifications to this Agreement shall be in writing and signed by both City and Consultant.
10.6 If any term, condition or covenant of this Agreement is held by a court of competent
jurisdiction to be invalid, void, or unenforceable, the remaining provisions of this Agreement shall be
valid and binding on City and Consultant.
10.7 This Agreement shall be governed in accordance with the laws of the State of California.
10.8 This Agreement may be executed in counterparts which shall, in the aggregate, be deemed
an original but all of which, together, shall constitute one and the same instrument. A scanned, electronic,
facsimile or other copy of a party's signature shall be accepted and valid as an original.
10.9 Changes or amendments to this Agreement must be in writing and approved by all parties.
10.10 The initial contract term shall commence upon execution of the contract by the City and
shall be for a three (3) year period, unless terminated sooner in accordance with the contract. The City of
Campbell, through City Council approval, may elect to extend the contract period. Consultant will be
provided written notice not less than thirty (30) days prior to expiration of the original or extended term.
10.11 The term of this Agreement shall commence upon execution of the Agreement and
terminate upon proper notice from either party, pursuant to Section 6. Any extension of the Agreement
shall be mutually agreed upon in writing and shall require an amendment to the Agreement signed by
both parties.
10.12 Consultant owes the City a duty of undivided loyalty in performing the work and services
under this Agreement, including, but not limited to, the obligation to refrain from having economic
interests and/or participating in activities that conflict with the City's interests in respect to the work
and/or services and project. The Consultant shall list current clients who may have a financial interest in
the outcome of this Agreement. The Consultant hereby certifies that it does not now have, nor shall it
acquire any financial or business interest that would conflict with the performance of services under this
agreement. Consultant shall not make or participate in making or in any way attempt to use Consultant's
position to influence a governmental decision in which Consultant knows or has reason to know
Consultant has a direct or indirect financial interest other than the compensation promised by this
Agreement. Consultant will immediately advise the City if Consultant learns of a financial interest of
Page 10 of 17
Consultant's during the term of this Agreement.
10.13 City is a public agency subject to the disclosure requirements of the California Public
Records Act ("CPRA"). If Consultant's proprietary information is contained in documents or information
submitted to City, and Consultant claims that such information falls within one or more CPRA
exemptions, Consultant must clearly mark such information "Confidential and Proprietary," and identify
the specific lines containing the information. In the event of a request for such information, City will
make best efforts to provide notice to Consultant prior to such disclosure. If Consultant contends that any
documents are exempt from the CPRA and wishes to prevent disclosure, it is required to obtain a
protective order, injunctive relief or other appropriate remedy from a court of law in Santa Clara County
before the City is required to respond to the CPRA request. If Consultant fails to obtain such remedy
within the time the City is required to respond to the CPRA request, City may disclose the requested
information without any liability to Consultant. Consultant further agrees that it shall defend, indemnify
and hold City harmless against any claim, action or litigation (including but not limited to all judgments,
costs, and attorney's fees) that may result from denial by City of a CPRA request for information arising
from any representation, or any action (or inaction), by the Consultant.
10.14 Neither party hereto shall be considered in default in the performance of its obligation
hereunder to the extent that the performance of any such obligation is prevented or delayed by an act of
God, natural disaster, pandemic, acts of terrorism, war, or other peril, which is beyond the reasonable
control of the affected party and without the negligence of the respective Parties. Each party hereto shall
give notice promptly to the other of the nature and extent of any Force Majeure claimed to delay, hinder
or prevent performance of the services under this Agreement. Each Party will, however, make all
reasonable efforts to remove or eliminate such a cause of delay or default and will, upon the cessation of
the cause, diligently pursue performance of its obligations in this Agreement. In the event either party is
prevented or delayed in the performance of its respective obligation by reason of such Force Majeure,
there may be an equitable adjustment of the schedule and Consultant compensation based on City's sole
discretion.
10.15 Except as City may specify in writing, Consultant shall have no authority, express or
implied, to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no
authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever.
10.16 Consultant warrants that Consultant, its subcontractors and/or agents (if any) has/have
complied with any and all federal, state, and local licensing requirements
10.17 Each party acknowledges that it has reviewed this Agreement and that the normal rule of
construction to the effect that any ambiguities are to be resolved against the drafting party shall not be
employed in the interpretation of this Agreement.
10.18 The signatories to this Agreement warrant and represent that each is authorized to execute
this Agreement and that their respective signatures serve to legally obligate their respective
representatives, agents, successors and assigns to comply with the provisions of this Agreement.
10.19 This Agreement is entered into, and to be performed in Santa Clara County, California,
and any action arising out of or related to this Agreement shall be maintained in a court of appropriate
jurisdiction in Santa Clara County, California.
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11. NOTICES
Notices required under this Agreement may be delivered by first class mail addressed to the
appropriate party at one of the following addresses:
CITY: City of Campbell
Attention: Rob Eastwood
70 North First Street,
Campbell, CA 95008
CONSULTANT: Urban37, Inc.
Attention: XXXXXX
20212 Redwood Road #103C
Castro Valley, CA 94546
[Signatures on the following Pagel
Page 12 of 17
Having read and understood the foregoing Agreement, the undersigned parties agree to be bound hereby:
CONSULTANT CITY OF CAMPBELL
Urban37, Inc.
M
Title:
By: Brian Loventha
Title: City Manager
Date: Date:
Page 13 of 17
Exhibit A - Scope of Services
Urban37 provides comprehensive multi -discipline plan review services across
architectural, structural, mechanical, electrical, plumbing, energy compliance, CalGreen,
accessibility, and related code requirements. All reviews are performed in full alignment
with the California Building Standards Code, applicable state regulations, and the City of
Campbell's Municipal Code.
Although plan review services are performed remotely, our service model ensures that
reviewers remain accessible and responsive to City staff. Our goal is to provide
dependable and consistent support so that both City staff and applicants receive
predictable outcomes throughout the review process.
Structured Plan Review Process
Upon receipt of plan review assignments from the City:
• Projects are logged and assigned to qualified discipline -specific reviewers.
• Reviewers are matched to project type, including single-family residential,
multi -family residential, tenant improvements, and commercial or industrial
developments.
• Complex or large-scale projects receive senior -level technical oversight.
• Review comments across disciplines are consolidated prior to issuance to ensure
clarity and consistency.
Each correction letter includes clearly cited code references and organized comments to
assist applicants in efficiently addressing required corrections.
Quality Control and Technical Oversight
Quality assurance is a central component of Urban37's plan review process. Each
review undergoes a structured multi -level quality control process that includes:
1. Primary Review conducted by the assigned plans examiner or engineer.
2. Senior Technical Oversight for structural, complex, or specialized projects.
3. Final Consistency Review performed prior to issuance to ensure
comments are coordinated, clear, and technically accurate.
This layered approach ensures technical accuracy, reduces conflicting comments, and
maintains consistency across all correction letters.
Minimizing Review Cycles
Urban37 understands the importance of reducing extended review cycles and helping
projects progress efficiently.
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To support this objective, we:
• Provide comprehensive first -cycle reviews that identify all major issues early.
• Consolidate comments across disciplines to avoid fragmented feedback.
• Provide clear correction letters with specific code citations.
• Remain available to clarify review comments when needed.
Our objective is to support efficient resubmittals and timely approvals whenever feasible.
Urban37 provides comprehensive building inspection services to ensure that
construction complies with approved plans, adopted codes, and applicable safety
standards.
Inspection Operations and Field Coordination
Urban37 inspectors:
• Perform inspections in accordance with approved plans and applicable
code requirements.
• Issue correction notices with clear code references when deficiencies are identified.
• Upload photographs and inspection documentation as required.
• Communicate clearly with contractors and project teams in the field.
• Coordinate closely with City staff regarding inspection outcomes.
Inspectors represent the City professionally in the field and ensure that construction
activities remain aligned with approved construction documents.
Urban37 inspectors will also utilize the City's inspection management system for
scheduling inspections, entering results, and maintaining inspection documentation in
accordance with City procedures.
Responsive and Scalable Coverage
Development activity can fluctuate, and the City's workload may vary depending on
project activity. Urban37 maintains a deep bench of certified plans examiners and
inspectors across multiple disciplines, allowing us to scale resources quickly when
needed.
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Exhibit B — Fee Schedule
Plan Review
The amounts below include 1 initial review and 2 rechecks. Revisions and deferred
submittals will be invoiced hourly.
• 60% - Full Review (excludes Fire and Civil)
• 40% - Structural Only
• 35% - Non -Structural Review
Expedited Plan Review Timeline: Expedited Reviews are invoiced at 1.5x the plan reviews
fee. Extended timelines may be requested for larger projects.
All hourly rates listed below are fully negotiable based on scope, duration, and level of
engagement. Our goal is to remain flexible and work collaboratively with the City to find a
structure that fits both operational needs and budget.
Buildina Services
Building Official/CBO
$170
Assistant Building Official
$150
Building Inspector 1
$105
Building Inspector II
$116
Building Inspector III
$135
Inspector of Record
$160
Plans Examiner (Structural)
$165
Plans Examiner (Non -Structural)
$149
Certified Access Specialist (CASp)
$170
Permit Center Manager
$130
Senior Permit Technician
$110
Permit Technician
$100
Page 16 of 17
Additional Services
Additional Information
• Customization: All services can be customized based on the specific needs and
requirements of each municipality. Rates may vary accordingly.
• Travel and Expenses: Any travel or additional expenses incurred during the provision
of services will be billed separately with prior client approval.
• All plan review services will be subject to a $300.00 minimum fee if percentage -
based fee or two (2) hour minimum charge if hourly rates apply.
• For any work performed onsite for the jurisdiction, Urban37, Inc. will be reimbursed
for mileage. The reimbursement rate will be calculated based on the current
government mileage rate plus an additional 20%. The government mileage rate will be
determined according to the applicable rate published by the IRS at the time the
travel expenses are incurred.
• Staff Augmentation work is subject to a 4-hour minimum.
• The fee schedule for Urban37 is effective from July 1, 2026, through June 30, 2027.
Please note that the fee schedule is subject to an annual adjustment based on the
cost of living increase plus 1 %. The adjustment will be applied each year to ensure
our services remain competitive and reflective of current economic conditions.
Invoicing:
• Invoicing for services will occur on a monthly basis. Our company will issue invoices
at the end of each month, detailing the hours worked, including any approved
overtime amount per California state law, and the corresponding charges. Payment
terms and methods will be outlined in the invoice.
Overtime will only be billed with prior authorization of the Director or other
responsible designated City personnel.
• Clients are responsible for timely payment of invoices. In the event that any balance
remains outstanding, the client will be responsible for any legal fees and costs
associated with the collection of the outstanding balance.
Payment & Contract Terms:
• Payment is due upon receipt of the invoice. A 1.5% interest charge will be applied to
any payments that are overdue by more than 30 days.
• The client is responsible for any attorneys' fees or other costs associated with
collecting overdue amounts. Additionally, the client agrees that Urban37's liability will
be limited to the value of the services provided.
Page 17 of 17
CITY OF CAMPBELL
CONSULTANT SERVICES AGREEMENT
This Agreement is entered into at Campbell, California on the 1st day of June, 2026, by and
between the City od Campbell (hereinafter referred to as "City") and West Coast Code Consulting
(WC3) INC. (hereinafter referred to as "Consultant") (each is referred to individually as a "Party" and
collectively, as the "Parties").
WHEREAS, City desires to obtain consulting services for the purpose of construction plan review
to determine code compliance against City adopted California Building Codes either in -part or in -entirety;
WHEREAS, Consultant represents that it has the expertise, means, and ability to perform said such
services and has currency with all applicable certifications, licenses, bonding, and insurance;
NOW, THEREFORE, in consideration of each other's mutual promises, Consultant and City agree
as follows:
1. DUTIES OF CONSULTANT
1.1 Consultant agrees to perform services as set forth in Exhibit A - Scope of Services, attached
hereto and incorporated herein by reference, and which shall be interpreted together and in harmony with
this Agreement. In the event of any conflict between Exhibit A and this Agreement, this Agreement shall
govern, control, and take precedence.
1.2 Consultant's project manager will meet with the City's project coordinator prior to
commencement of the project to establish a clear understanding of the working relationships, authorities,
trade standards, and management philosophy of City as it relates to this Agreement.
1.3 Consultant, working with the City, will gather available existing information concerning
the project, and shall review documents as necessary for compliance with the project's objectives.
1.4 In performance of this Agreement by Consultant, time will be of the essence. Completion
deadlines will be so agreed and arranged in advance and in writing. Plan examination and estimated cost to
provide shall include an expected normal first round examination time limit targeted at 10 working days,
with follow up second reviews targeted at 5 working days from the date of document receival. A third round
of plan check and any additional rounds or specifics or related shop drawing and/or revision review shall
be billed on a Time and Materials base, at the agreed upon hourly rate set forth in Section 3, below. If a
specific project is deemed by Consultant to be beyond normal where these performance limits cannot
reasonably be met, Consultant must obtain City's prior acceptance of the deviation or time extensions in
writing.
1.5 Except as expressly stated in Section 1.4, Consultant shall not be responsible for delay
caused by activities or factors beyond Consultant's reasonable control, including delays in document
submittals, product specification, or by reason of strikes, work slow -downs or stoppages, or acts of God.
Each party hereto shall give notice promptly to the other of the nature and extent of any Force Majeure claimed
to delay, hinder or prevent performance of the services under this Agreement. Each Party will, however, make
all reasonable efforts to remove or eliminate such a cause of delay or default and will, upon the cessation of
the cause, diligently pursue performance of its obligations in this Agreement. In the event either party is
prevented or delayed in the performance of its respective obligation by reason of such Force Majeure, there
may be an equitable adjustment of the schedule and Consultant compensation based on City's sole discretion.
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1.6 Consultant agrees to perform this Agreement in accordance with the highest degree of skill
and expertise exercised by members of Consultant's profession working on similar projects under similar
circumstances.
1.7 Consultant shall perform in good faith with City in all aspects of the performance of this
Agreement.
1.8 In the course of the performance of this Agreement, Consultant shall act in the City's best
interest as it relates to the project.
1.9 In the event, major discrepancies, omissions, or misrepresentations, are discovered during
the activity of this Agreement, Consultant shall stop forward progress and notify the City's project
coordinator in a timely way. When resolved, forward progress shall commence.
1.10 All activities of Consultant, its employees, subcontractors, and/or agents will be carried out
in compliance with all applicable federal, state, and local laws and regulations.
1.11 The designated project manager for Consultant shall be . Consultant's project
manager shall have all the necessary authority to direct technical and professional work within the scope of
the Agreement and shall serve as the principal point of contact with the City and the City's project
coordinator. The authorized principal of Consultant executing this Agreement for the Consultant shall have
authority to make decisions regarding changes in services, termination and other matters related to the
performance of this agreement on behalf of Consultant.
1.12 The Consultant (and its employees, agents, representatives, and subconsultants), in the
performance of this Agreement, shall act in an independent capacity and not as officers or employees or
agents of the City. The City shall not direct the work and means for accomplishment of the services and
work to be performed hereunder. The City, however, retains the right to require that work performed by
Consultant meet specific standards consistent with the requirements of this Agreement without regard to
the manner and means of accomplishment thereof. Subcontractors shall assume all rights, obligations, and
liabilities, applicable to it as an independent contractor hereunder. Consultant represents and warrants that
it (1) is fully experienced and properly qualified to perform the class of work and services provided for
herein, (ii) has the financial capability and shall finance its own operations required for the performance of
the work and services and (iii) is properly equipped and organized to perform the work and services in a
competent, timely and proper manner in accordance with the requirements of this Agreement. Consultant
agrees to comply with ABS, codified at Labor Code section 2750.3, and shall indemnify, defend and hold
harmless the City, its officers, officials, directors, agents representatives, volunteers, and employees against
any claim or liability, including attorneys' fees and costs, arising in any manner related to this Agreement
that an employee, agent or others under Consultant's supervision or control was misclassified.
1.13 This Agreement contains provisions that permit mutually acceptable changes in the scope,
character or complexity of the work if such changes become desirable or necessary as the work progresses.
Adjustments to the basis of payment and to the time for performance of the work, if any, shall be established
by a written contract amendment (approved and executed by the City) to accommodate the changes in work.
1.14 Consultant warrants that Consultant, its subcontractors, and/or agents (if any) has/have
complied with any and all federal, state, and local licensing requirements and agrees to provide proof of
such requirements at City's request.
2. DUTIES OF CITY
2.1 City shall furnish to Consultant all available and pertinent data and information requested
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by Consultant to facilitate the preparation of the documents called for in this Agreement. Consultant shall
be entitled to reasonably rely on the accuracy and completeness of such information, provided that
Consultant shall make any additional investigation reasonably necessary to confirm such information and
provide City prompt written notice of any known or discovered defects in such data and information.
2.2 City shall provide contract administration services. City shall notify Consultant of required
administrative procedures and shall name representatives, if any, authorized to act in its behalf.
2.3 City shall review documents submitted by Consultant and shall render decisions pertaining
thereto as promptly as reasonably possible.
3. COMPENSATION
3.1 For the full performance of the services described herein by Consultant, City agrees to
compensate Consultant for all services and direct costs associated with the performance of the Project in an
amount not to exceed $500,000:
a. Once each month, Consultant shall submit for payment by City, an itemized invoice for services
performed during the previous billing period. The invoice shall describe the services rendered and the title
of the item of work and shall list labor hours by personnel classification. Said invoice shall be based on all
labor and direct expense charges made for work performed on the Project. Labor charges shall be in
accordance with the fee schedule found in Exhibit A of this Agreement. City shall pay Consultant for
services rendered and approved by the City within 30 days from the date the itemized invoice is received
by the City, subject to the maximum not to exceed amount specified above and the City's right to object.
b. Direct costs are those outside costs incurred on or directly for the project and substantiated with
invoices for the charges. Direct expenses include printing, reproduction, and delivery charges.
3.2 If Consultant incurs other costs which are not specifically covered by the terms of this
Agreement, but which are necessary for performance of Consultant's duties, City may approve payment for
said costs if authorized in writing by the City in advance.
3.3 City may order changes in the scope or character of services in writing, including increasing
or decreasing the amount of Consultant's services. In the event that the work is decreased, Consultant is
entitled to full compensation for all services performed and expenses incurred prior to receipt of notice of
change. Under no conditions shall Consultant make any changes to the work, either as additions or
deductions, without the prior written order of the City. In the event that the City determines that a change
to the work or services from that specified in this Agreement is required, the contract time and/or actual
costs reimbursable by the City for the project may be adjusted by contract amendment or change order to
accommodate the changed work. The maximum not to exceed total amount specified in this Article 3
(Compensation) shall not be exceeded, unless authorized by written contract amendment or change order,
approved and executed by the City. Consultant shall obtain prior written approval for a revised fee schedule
from the City before exceeding such fee schedule. Only City's authorized representative(s) is authorized to
approve changes to this Agreement on behalf of City.
3.4 In no event will the Consultant be reimbursed for any costs or expenses at any rates that
exceed the rates for set forth in the fee schedule found in Exhibit B.
3.5 Consultant agrees that the payments to Consultant specified in this Article 3
(Compensation) will constitute full and complete compensation for all obligations assumed by Consultant
under this Agreement. Where conflicts regarding compensation may occur, the provisions of this section
apply.
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4. SUBCONSULTANTS
4.1 Consultant may not subcontract any services required under this Agreement without the
prior written consent of the City.
4.2 Consultant shall be responsible to City for the performance of any and all subconsultants
who perform work under this contract, and any acts of negligence or misconduct on their part. Consultant
is solely responsible for all payments due to subconsultants.
4.3 Consultant shall require and verify that all subcontractors maintain insurance meeting all of
the requirements stated herein, including naming the City of Campbell, its officers, officials, directors,
agents, representatives, volunteers, and employees as additional insureds. Any modification to the insurance
requirements for subcontractors must be agreed to by the City in writing.
4.4 If at any time, the City determines any subcontractor is incompetent or unqualified,
Consultant will be notified and will be expected to immediately cancel the subcontract.
5. OWNERSHIP OF DOCUMENTS AND MATERIALS
All original drawings, documents, papers, data, materials, photographs, negatives and other work
products prepared by the Consultant and/or its subconsultants in the performance of the services
encompassed in this Agreement (whether in printed or electronic format) ("project -related documents and
materials) shall be the property of the City and may be used on this project without the consent of the
Consultant or its subcontractors. City acknowledges that such drawings, documents, and other items are
instruments of professional services intended for use only on the subject project. Consultant agrees that all
copyrights which arise from creation of the project -related documents and materials pursuant to this
Agreement shall be vested in the City and waives and relinquishes all claims to copyright or other
intellectual property rights in favor of the City. Any project -related documents and materials related to this
Agreement shall be confidential, not to be used by the Consultant on other projects or disclosed to any third
party, except by agreement in writing by the City, or except as otherwise provided herein. Upon the
completion or termination of this Agreement for any reason, the City shall be entitled to receive, and
Consultant shall promptly provide to the City upon request, all finished and unfinished project -related
documents and materials, produced or gathered by or on behalf of Consultant, that are in Consultant's
possession, custody or control. Consultant may retain copies of said documents and materials for its files.
In the event of termination, any dispute regarding compensation or damages shall not hinder, prevent, or
otherwise impact the City's right to promptly receive and use such documents and materials which are the
sole and exclusive property of the City.
Certain information received by Consultant from City may be considered confidential ("Confidential
Information"). Confidential Information shall mean all icon -public information or proprietary materials (in
every form and media) disclosed or made available directly or indirectly through any means of
communication, either verbally or in writing, to Consultant in connection with this Agreement. Unless
otherwise required by law, Consultant shall not, without City's written permission, use or disclose City
documentation and/or Confidential Information other than in the performance of the obligations under this
Agreement. As between Consultant and City, all City Confidential Information shall remain the property
of the City. Consultant shall not acquire ownership interest in the City's Confidential Information.
Consultant shall be responsible for ensuring and maintaining the security and confidentiality of City's
Confidential Information, protect against any anticipated threats or hazards to the security or integrity of
City Data and Confidential Information, protect against unauthorized access to or use of City Data and
Confidential Information that could result in substantial harm or inconvenience to City or any end users;
and ensure the proper return and/or disposal of City Data and Confidential Information upon termination
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of this Agreement with notice to the City.
Consultant shall take appropriate action to address any incident of unauthorized access to City's
Confidential Information, including addressing and/or remedying the issue that resulted in such
unauthorized access, notifying City as soon as possible of any incident of unauthorized access to City Data
and Confidential Information, or any other breach in Consultant's security that materially affects City or
end users; and be responsible for ensuring compliance by its officers, employees, agents, and subcontractors
with the confidentiality provisions hereof. Should confidential and/or legally protected City Data be
divulged to unauthorized third parties, Consultant shall comply with all applicable federal and state laws
and regulations, including but not limited to California Civil Code sections 1798.29 and 1798.82 at
Consultant's sole expense. Consultant shall not charge City for any expenses associated with Consultant's
compliance with these obligations.
Consultant shall defend, indemnify and hold harmless City, its officials, officers, employees and agents
against any claim, liability, loss, injury or damage (including attorneys' fee and costs) arising out of, or in
connection with, the unauthorized use, access, and/or disclosure of City's Confidential Information by
Consultant and/or its agents, employees or sub -contractors, excepting only loss, injury or damage caused
by the sole negligence or willful misconduct of the City. This provision shall survive the termination or
expiration of this Agreement.
6. TERMINATION
6.1 Notwithstanding any other provision of this Agreement, the City may terminate this
Agreement at any time, with or without cause, in its sole discretion, by giving notice in writing to Consultant
of such termination. In the event of such termination, Consultant shall have the right and obligation to
immediately assemble the work then in progress for the purpose of completing the work and turning over
all materials and documents to City.
6.2 In the event of such termination, Consultant shall be compensated for all work and services
performed to the point of termination in accordance with the payment provisions set forth in Section 3.1,
unless the termination is for cause, in which event Consultant need be compensated only to the extent
required by law.
6.3 Upon notice of termination by City, the Consultant will immediately act to not incur any
additional obligations, costs or expenses, except as may be reasonably necessary to terminate its activities.
All finished or unfinished work or documents procured or produced under the Agreement will become
property of the City upon the termination date. In the event of Consultant's failure to perform pursuant to
the Agreement, the City reserves the right to obtain services elsewhere and Consultant will be liable for the
difference between the prices set forth in the terminated Agreement and the actual cost to the City.
Termination of the Agreement pursuant to this paragraph shall not relieve the Consultant of any liability to
City for additional costs, expenses, or damages sustained by City due to failure of the Consultant to perform
pursuant to the Agreement. City may withhold any payments to Consultant for the purpose of set off until
such time as the exact amount of damages due City from Consultant is determined. After the effective date
of termination, Consultant will have no further claims against the City under the Agreement. No other
compensation will be payable for anticipated profit on unperformed services.
7. AUDIT AND INSPECTION
Consultant shall permit authorized representatives of City to inspect and audit all data and records
relating to its performance under this Agreement for a period of three years following acceptance of the
final study.
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8. EQUAL EMPLOYMENT OPPORTUNITY
Consultant agrees to refrain from discriminatory employment practices on the basis of race,
religious creed, color, sex, national origin, handicap, sexual orientation, marital status, medical condition,
disability, ancestry, organized affiliation, military or veteran status, or any other consideration made
unlawful by local, state or federal law, of any employee of or applicant for employment with, such
Consultant or subcontractor. City requires Consultant to comply with all applicable federal, state, and local
equal employment opportunity laws and regulations.
9. INSURANCE AND INDEMNIFICATION
9.1 With respect to any design professional services provided by Consultant, the Consultant agrees to
indemnify, and hold harmless the City, its officers, and employees to the fullest extent allowed by law
from any and all claims, actions, causes of action, damages, liabilities and losses, that arise out of, pertain
to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, except for any
claims, actions, causes of action, losses, damages or liabilities proximately caused by the sole negligence
or willful misconduct of City. City shall not be liable for acts of Consultant in performing services
described herein. Notwithstanding anything in this paragraph to the contrary, any defense costs charged to
the design professional under this paragraph shall not exceed the design professional's proportionate
percentage of fault, except:
a. That in the event one or more defendants is unable to pay its share of defense costs due to bankruptcy
or dissolution of the business, the design professional shall meet and confer with the other parties regarding
unpaid defense costs in good faith effort to agree on the allocation of those costs amongst the parties; and
b. Where a project -specific general liability policy insures all project participants for general liability
exposures on a primary basis and also covers all design professionals for their legal liability arising out of
their professional services on a primary basis, then there shall be no limitation on the design professional's
duty to provide a defense and cover the City's cost of defense.
With respect to all matters other than those covered by the foregoing paragraph, Consultant agrees to
indemnify, defend (with counsel reasonably satisfactory to the City) and hold harmless the City, its officers,
officials, directors, agents, representatives, volunteers, and employees to the fullest extent allowed by law
from and against any and all claims, actions, causes of action, losses, damages, liabilities and costs of every
nature, including attorneys' fees and costs (collectively "Losses"), including but not limited to all claims,
actions, causes of action, losses, damages, liabilities for property damage, bodily injury, or death, and all
costs of defending any claim, caused by or arising out of, or alleged to have been caused by or arise out of,
in whole or in part, Consultant's performance under this Agreement, except for any claims, actions, causes
of action, losses, damages, costs or liabilities proximately caused by the sole negligence or willful
misconduct of City. City shall not be liable for acts of Consultant in performing services described herein.
In no event shall this section be construed to require indemnification by the Consultant to a greater extent
than permitted under the public policy of the State of California; and in the event that this contract is subject
to California Civil Code section 2782(b), the foregoing indemnity provisions shall not apply to any liability
for the active negligence of the City.
The defense and indemnity provisions obligations of this Agreement are undertaken in addition to, and shall
not in any way be limited by the insurance obligations contained in this Agreement. The foregoing
indemnity provisions are intended to fully allocate the parties' risk of liability to third -parties; and there
shall be no rights to indemnity or contribution, in law or equity or otherwise between the parties that are
not set forth in this section. Consultant waives all rights to subrogation for any matters covered by the
provisions of this section. Consultant's responsibility for such defense and indemnity obligations as set
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forth in this section shall survive the termination or completion of this Agreement for the full period of time
allowed by law.
9.2 Consultant shall maintain insurance conforming to the following specifications to the fullest
amount allowed by law for a minimum of 3 years following the termination or completion of this
Agreement. The City will be issued a Certificate of Insurance (a Memorandum of Understanding will not
be accepted) with the following minimum requirements:
• Certificate(s) will show current policy number(s) and effective dates;
• Coverage and policy limits will meet, or exceed, requirements below;
• The Certificate Holder will be City of Campbell, Risk Manager, 70 North First Street, Campbell,
CA 95008;
• Certificate will be signed by an authorized representative;
• An endorsement, if required below, will be provided to show the City, its officers, officials,
employees, and volunteers as additional insureds; and
• Coverages must be maintained during the term of the Agreement with the City, unless a longer
duration is required.
A. Required Types of Coverage. Consultant acknowledges that the insurance coverage and policy
limits set forth in this section constitute the minimum amount of coverage required. If Consultant maintains
broader insurance coverage and/or higher limits than the minimums shown below, the City requires and
shall be entitled to the broader insurance coverage and/or higher limits maintained by Consultant. Any
available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be
available to the City.
The policies shall afford the following types of coverage:
1. Commercial General Liability; Ins Services Office (ISO) CGL Form 00 01 11 85
2. Automotive for all automobiles leased, hired, controlled, or owned (if any) by the
consultant;
3. Workers' Compensation and Employer Liability
4. Professional Liability and/or Errors and Omissions
B. Minimum Limits of Insurance
Consultant shall maintain limits no less than:
1. General Liability: $1,000,000 combined single limit per occurrence for bodily,
personal injury and property damage. If Commercial General Liability Insurance or other form with
a general aggregate limit is used, either the general aggregate limit shall apply separately to this
project/location or the general aggregate limit shall be twice the required occurrence limit.
3. Workers' Compensation and Employer's Liability: Workers' Compensation limits
as required by the Labor Code of the State of California and Employer's Liability limits of
$1,000,000 per accident. The Workers' Compensation policy must be endorsed with a waiver of
subrogation in favor of the City for all work performed by the Consultant and its employees. (Not
required if Consultant provides written verification it has no employees).
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4. Professional Liability and/or Errors and Omissions: $1,000,000 per claim and
$2,000,000 in the annual aggregate.
The limits of insurance required in this Agreement may be satisfied by a combination of primary
and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to
contain a provision that such coverage shall also apply on a primary and non-contributory basis for
the benefit of City (as agreed to in this Agreement) before the City's own insurance or self-insurance
shall be called upon to protect it as a named insured.
C. Deductible and Self -Insured Retention
Any deductibles or self -insured retention must be declared to and approved by the City, and
shall not reduce the limits of liability. At the option of the City, either: the insurer shall reduce or
eliminate such deductibles or self -insured retention as respects the City, its agents, officers,
attorneys, employees, officials and volunteers; or the Consultant shall procure a bond guaranteeing
payment of losses related to investigations, claim administration, and defense expenses. Policies
containing any self -insured retention provision shall provide or be endorsed to provide that the self -
insured retention may be satisfied by either the named insured or the City.
D. Other Insurance Provisions
The policies are to contain, or be endorsed to contain, the following provisions:
General Liability and Automobile Liability Coverage:
a. The City, its agents, officers, attorneys, employees, officials and volunteers
are to be covered as additional insureds as respects: liability arising out of this Agreement
performed by or on behalf of the Consultant, products and completed operations of the
Consultant, premises owned, occupied or used by the Consultant, or automobiles owned,
leased, hired or borrowed by the Consultant. It is a requirement of this Agreement that any
available insurance proceeds broader than or in excess of the specified minimum insurance
coverage requirements and/or limits set forth in this Agreement shall be available to the
City as an additional insured. Furthermore, the requirements for coverage and limits shall
be (1) the minimum coverage limits specified in this Agreement, or (2) the broader coverage
and maximum limits of coverage of any insurance policy or proceeds available to the named
insured, whichever is affords greater coverage.
b. The Consultant's insurance coverage shall be primary insurance as respects
the City, its agents, officers, attorneys, employees, officials and volunteers. Any insurance
or self-insurance maintained by the City, its agents, officers, attorneys, employees, officials
and volunteers shall be excess of the Consultant's insurance and shall not contribute with it.
C. Any failure to comply with reporting provisions of the policies shall not
affect coverage provided to the City, its agents, officers, attorneys, employees, officials,
and volunteers.
d. The Consultant's insurance shall apply separately to each insured against
whom claim is made or suit is brought with respect to the limits of the insurer's liability.
2. Workers' Compensation and Employer's Liability Coverage: The insurer shall
agree to waive all rights of subrogation against the City, its agents, officers,
attorneys, employees, officials, and volunteers for losses arising from work
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performed by the Consultant for the City.
3. All Coverages: Any unintentional failure to comply with reporting provisions of
the policies shall not affect coverage provided to the City; and unless otherwise
approved by the City, each insurance policy required by this clause shall be
endorsed to state that coverage shall not be canceled by either party, except after
thirty (30) days prior written notice by regular mail has been given to the City, or
ten (10) days for cancellation for non-payment of premium.
E. Suspension or Cancellation or Renewal.If any of the coverages required by this Agreement
should be suspended, voided, cancelled or reduced in coverage during the term of this Agreement,
Consultant shall immediately notify City and replace such coverage with another policy meeting the
requirements of this Agreement. This contract shall be capped at the sum of $50,000 but may be renewed
upon joint agreement as evidenced by renewed signature and date.
F. Subcontractors. Consultant agrees that any and all contracts with subcontractors for performance
of any matter under this Agreement shall require the subcontractors to comply with the same indemnity and
insurance requirements set forth in this Agreement to the extent that they apply to the scope of the
subcontractors' work. Subcontractors are to be bound to contractor and to City in the same manner and to
the same extent as the Consultant is bound to City under this Agreement. Subcontractors shall further agree
to include these same provisions with any sub -subcontractor. A copy of this Agreement will be furnished
to the subcontractor on request. The Consultant shall require all subcontractors to provide a valid certificate
of insurance and the required endorsements included in the Agreement prior to commencing any work, and
will provide proof of compliance to the City.
G. Acceptability of Insurers. Without limiting Consultant's indemnification provided hereunder, the
policies of insurance listed in Article 9.2 of this Agreement are to be issued by an issuer with a current A.M.
Best Rating of A:V and who is authorized to transact business in the State of California, unless otherwise
approved by the City.
H. Verification of Coverage. Consultant shall furnish the City with endorsements and certificates of
insurance evidencing coverage required by this clause. The certificates for each insurance policy are to be
signed by a person authorized by that insurer to bind coverage on its behalf. The certificates are to be on
forms acceptable to the City. Where required by statue, forms approved by the Insurance Commissioner
are to be submitted. All certificates are to be received and approved by the City before work commences.
I. Special Risks/Circumstances. City reserves the right to modify these requirements, including
limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances
and provide notice to Consultant.
10. MISCELLANEOUS
10.1 This Agreement shall be binding on the heirs, executors, assigns and successors of
Consultant.
10.2 Neither party may assign or alter this Agreement, or any portion hereof, without the prior
written consent of the other.
10.3 This Agreement shall not be construed to alter, affect, or waive any lien or stop notice rights,
which Consultant may have for the performance of services pursuant to this Agreement.
10.4 Neither party's waiver of any term, condition or covenant, or breach of any term, condition
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or covenant shall be construed as the waiver of any other term, condition or covenant or waiver of the
breach of any other term, condition or covenant.
10.5 This Agreement contains the entire Agreement between City and Consultant relating to the
project and the provision of services to the project. Any prior agreements, promises, negotiations, or
representations not expressly set forth in this Agreement are of no force or effect. Subsequent modifications
to this Agreement shall be in writing and signed by both City and Consultant.
10.6 If any term, condition or covenant of this Agreement is held by a court of competent
jurisdiction to be invalid, void, or unenforceable, the remaining provisions of this Agreement shall be valid
and binding on City and Consultant.
10.7 This Agreement shall be governed in accordance with the laws of the State of California.
10.8 This Agreement may be executed in counterparts which shall, in the aggregate, be deemed
an original but all of which, together, shall constitute one and the same instrument. A scanned, electronic,
facsimile or other copy of a party's signature shall be accepted and valid as an original.
10.9 Changes or amendments to this Agreement must be in writing and approved by all parties.
10.10 The initial contract term shall commence upon execution of the contract by the City and
shall be for a three (3) year period, unless terminated sooner in accordance with the contract. The City of
Campbell, through City Council approval, may elect to extend the contract period. Consultant will be
provided written notice not less than thirty (30) days prior to expiration of the original or extended term.
10.11 The term of this Agreement shall commence upon execution of the Agreement and
terminate upon proper notice from either party, pursuant to Section 6. Any extension of the Agreement shall
be mutually agreed upon in writing and shall require an amendment to the Agreement signed by both parties.
10.12 Consultant owes the City a duty of undivided loyalty in performing the work and services
under this Agreement, including, but not limited to, the obligation to refrain from having economic interests
and/or participating in activities that conflict with the City's interests in respect to the work and/or services
and project. The Consultant shall list current clients who may have a financial interest in the outcome of
this Agreement. The Consultant hereby certifies that it does not now have, nor shall it acquire any financial
or business interest that would conflict with the performance of services under this agreement. Consultant
shall not make or participate in making or in any way attempt to use Consultant's position to influence a
governmental decision in which Consultant knows or has reason to know Consultant has a direct or indirect
financial interest other than the compensation promised by this Agreement. Consultant will immediately
advise the City if Consultant learns of a financial interest of Consultant's during the term of this Agreement.
10.13 City is a public agency subject to the disclosure requirements of the California Public
Records Act ("CPRA"). If Consultant's proprietary information is contained in documents or information
submitted to City, and Consultant claims that such information falls within one or more CPRA exemptions,
Consultant must clearly mark such information "Confidential and Proprietary," and identify the specific
lines containing the information. In the event of a request for such information, City will make best efforts
to provide notice to Consultant prior to such disclosure. If Consultant contends that any documents are
exempt from the CPRA and wishes to prevent disclosure, it is required to obtain a protective order,
injunctive relief or other appropriate remedy from a court of law in Santa Clara County before the City is
required to respond to the CPRA request. If Consultant fails to obtain such remedy within the time the City
is required to respond to the CPRA request, City may disclose the requested information without any
liability to Consultant. Consultant further agrees that it shall defend, indemnify and hold City harmless
against any claim, action or litigation (including but not Hmited to all judgments, costs, and attorney's fees)
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that may result from denial by City of a CPRA request for information arising from any representation, or
any action (or inaction), by the Consultant.
10.14 Neither party hereto shall be considered in default in the performance of its obligation
hereunder to the extent that the performance of any such obligation is prevented or delayed by an act of
God, natural disaster, pandemic, acts of terrorism, war, or other peril, which is beyond the reasonable
control of the affected party and without the negligence of the respective Parties. Each party hereto shall
give notice promptly to the other of the nature and extent of any Force Majeure claimed to delay, hinder or
prevent performance of the services under this Agreement. Each Party will, however, make all reasonable
efforts to remove or eliminate such a cause of delay or default and will, upon the cessation of the cause,
diligently pursue performance of its obligations in this Agreement. In the event either party is prevented or
delayed in the performance of its respective obligation by reason of such Force Majeure, there may be an
equitable adjustment of the schedule and Consultant compensation based on City's sole discretion.
10.15 Except as City may specify in writing, Consultant shall have no authority, express or
implied, to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority,
express or implied, pursuant to this Agreement to bind City to any obligation whatsoever.
10.16 Consultant warrants that Consultant, its subcontractors and/or agents (if any) has/have
complied with any and all federal, state, and local licensing requirements
10.17 Each party acknowledges that it has reviewed this Agreement and that the normal rule of
construction to the effect that any ambiguities are to be resolved against the drafting party shall not be
employed in the interpretation of this Agreement.
10.18 The signatories to this Agreement warrant and represent that each is authorized to execute
this Agreement and that their respective signatures serve to legally obligate their respective representatives,
agents, successors and assigns to comply with the provisions of this Agreement.
10.19 This Agreement is entered into, and to be performed in Santa Clara County, California, and
any action arising out of or related to this Agreement shall be maintained in a court of appropriate
jurisdiction in Santa Clara County, California.
11. NOTICES
Notices required under this Agreement may be delivered by first class mail addressed to the
appropriate party at one of the following addresses:
CITY: City of Campbell
Attention: Rob Eastwood
70 North First Street,
Campbell, CA 95008
CONSULTANT: West Coast Code Consulting Inc. (WC3)
Attention: Giyan Senaratne
5000 Executive Parkway, STE 510
San Ramon, CA 94583
(925) 275-1700 Giyan@WC-3.com
Page 11 of 20
Having read and understood the foregoing Agreement, the undersigned parties agree to be bound hereby:
CONSULTANT CITY OF CAMPBELL
West Coast Code Consulting Inc.
0
Title:
By: Brian Loventhal
Title: City Manager
Date: Date:
Page 13 of 20
Exhibit A - Scope of Services and Fees
WC3will perform the duties outlined by the City of Campbell, including but not limited to the following:
To clearly illustrate our processes; the following table outlines a list of professional aspects and ser ices
specific to plan check or plan review tasks that we feel sets WC3 apart in the industry. When combined with
the previously outlined Sei-vice Scope and Methodology or Approach to Work. the higl�li��hts beloti;- evil) assist
our firm in the overall managenient of project costs, schedules, and duality assurance. These procedures can
be adjusted as needed to better align with the t:;ity of C`anlpbell's specific requirements.
Plan Review Process
AIE301
Incoming
- WC will handle electronic plan submittals for the City of
Campbell, using the City's preferred software systems for
smooth exchange of plans.
Project
- For hard copy submittals, documents will be scanned,
and the same procedures as electronic submittals will
be applied.
arill
im
- An account information file specific to the City of Campbell is
created to track items of interest, ensuring all potential
WC3
concerns are addressed.
Processing
Upon receipt of a project notification and plan submittal,
projects are logged into WC31s internal software platform.
Client/Office Managers are automatically notified to initiate
.,
the plan check process.
- WC3 will verify that submitted documents are
complete and notify the City of Campbell of any
_
Plan Check
missing information.
_—
- Plans are reviewed to understand scope and tasks, and
significant code items are identified and discussed with
relevant staff.
- The Client/Office Manager assigns WC3 plan examiners and monitors
=
progress. All comments are quality -checked before release to the City
of Campbell.
- WC3 acknowledges that all plan review
comments are subject to review by the City
of Campbell.
^�
- Review comments will include plan sheet
•
numbers, detail numbers, and code sections for
�/
A
Communicatio
clarity.
. WC3 adapts to the City of Campbell's preferred
n
communication methods and remains available via
r
email, phone, or meetings.
- Consistent points of contact will be
maintained for the City of Campbell
throughout the project.
- Plan review comment lists are structured to
easily align with the City of Campbell's
preferred format.
- Copies of all plan check comments and
correspondence will be sent directly to the City of
Camobell via email.
Page 14 of 20
• Documents are resubmitted to begin the recheck process. WC'
requires a written response addressing each plan check item or
comment.
• Rechecks will be assigned to the same plans examiner who performed original
Recheck review.
• Any new comments to be included during the recheck
cycle will be brought to the attention of the
Client/Office Manager.
— • Plans examiners are encouraged to call and to resolve
concerns, rather than adding additional corrections and
comment lists.
• Rechecks are conducted promptly, following the
turnaround schedule outlined in the next section.
• Plan review approval will not be recommended to the
jurisdiction until all code compliance issues are resolved
and all permit issuance requirements of the department
Approvaland
met.
• WC3 is flexible and will meet all of the City of Campbell's
lee project approval requirements, including but not limited to,
approval stamps, electronic submittals, and specified
quantities of electronic copies.
A.INSEECTION SERVICES
Otir team of inspectors provide building, electrical, plumbing, and mechanical systems inspections for
residential and commercial projects of all sizes and scope. Each inspector is highly experienced and maintains
the necessary ICC certifications and state licenses to perform combination inspections and reliable service.
Inspection Process
To ensure transparency and consistency, we follow a structured inspection process, which can be tailored to
better accommodate the specific needs of the City of Campbell. Our goal is to maintain clear c01111ryunication
and uphold the highest standards of safety and. compliance.
• Contractors must submit standard inspection
requests 24 hours prior to the needed
Inspection Request inspection.
• Emergency same -day inspection requests will be
accommodated based on WC's availability and project
proximity.
ss
•T*T" WC3Assignment • Qualified inspectors are assigned to
�( ensure code compliance and address
project -specific needs.
f•
IWO
Page 15 of 20
• Inspections are conducted during regular business hours.
• Inspectors aim to consolidate necessary
—= Inspection inspections and tests, minimizing costs and time
for the City.
• Each inspection is conducted to WC3's highest
standards, identifying potential issues early to
prevent costly delays.
• Open communication is maintained with
contractors to discuss timelines and anticipated
challenges.
Communication WC3 keeps an ongoing record of non-
compliant items on inspection reports until
• they are resolved.
r Material testing reports that do not meet project
specifications are flagged in the City's preferred
software.
E
Reports Logged
• Inspection results are documented and
shared with the City and other relevant
stakeholders.
• Non -compliant items are tracked and re-evaluated in
subsequent inspections to ensure all issues are addressed.
Statement of Qualifications and Interest
Additional Efforts to Achieve City of Campbell Satisfaction
WC; will provide the City of Campbell the technical expertise it seeks through a complete array of code
compliance plan. review and inspection services. Our staff is committed to providing higher standards by
delivering solutions that exceed client satisfaction and meet time and budget constraints. We believe we are
able to meet all the outlined requirements of the RFQ as stated. In addition to the services requested, WC3 is
able to offer the following services as needed:
► Fire Prevention Plan Review - WC3 is an industry Leader in providing plan review services for
Fire Prevention. and Fire and Life Safety Plan Review. Our diverse team. of Fire Protection
Engineers, Executive Fire Officers, Certified Fire Protection Specialists, Fire Marshals and
Plans Examiners offer clients an extensive range of experience —both formally and on the job.
With resources of technical professionals from multiple offices, our team is proficient in all
types of construction. Clients count on us to understand the intricacies of fire department
access, means of egress, smoke management, fire flow calculations, hazardous materials, fire
protection systems, communication systems and more.
► Civil Engineering Plan Review - WC"s engineering plan review service includes California
certified professionals and engineers, as well as company best practices to meet each
municipality's service requirements. Our team ensures timely, budget -conscious deliverables
with. clear communication. We review improvement plans for compliance with tentative maps,
specific plans, bond estimates, subdivision maps, hydrology reports, storm -water management,
lot adjustments, easements, and more.
► Electrical/Solar Plan Review - WC performs thousands of electrical, solar PV, and battery
Page 16 of 20
energy storage system plan reviews annually. Led by Doug Smith, a member of the Standards
Technical Panel (STP) for UL 1741. and UL 9540, our expert team has the proficiency to handle
complex reviews. Doug and his highly qualified team of electrical plans examiners and
inspectors, has the proficiency and competency to handle even the most complicated electrical
or solar P`J, ESS and PCS plan review. WC' offers unmatched expertise and attention to detail
in electrical and solar code compliance, setting us apart from other third -party consultants.
► CASp Review/inspection - WC''s professional staff has vast experience in providing plan.
reviews for specialized accessibility projects. Our team is well versed in. al.l construction -related
accessibility code and standards. WC3 has provided numerous CASp plan reviews and
inspections for many of our California clients and has tremendous expertise in guiding clients
through California's accessibility regulations as well as ADA and other applicable laws.
► Staff Augmentation - WC''s Staff Augmentation program provides jurisdictions with cost-
effective, highly trained support, including permit technicians, plan check staff, and interim
building officials. Our team integrates seamlessly into daily operations, ensuring efficient permit
processing, compliance checks, and building inspection management. With a strong focus on
customer service and public safety.
► Meeting Availability & Technical Advice - When jurisdictions are understaffed, require specific
expertise on complex. projects, or feel overwhelmed with particular projects, WC; is available
to handle all technical aspects or project overflow for the City of Campbell. We serve in matters
to help fulfill obligations and with reasonable notice are more than happy to join in on phone
calls or attend special meetings at the City to help facilitate the approval process. Team
members are available to discuss projects with designers, construction teams, City employees
and/or applicants. We strive for complete client satisfaction and whether it's through telephone,
email, web conference, fax or in person, WC` team members are always ready to assist.
Continuing Education & Training - WC' is deeply embedded within the industry, with many
key staff serving as general. members, executive board officers, committee participants, and
requested instructors within ICC Chapters and industry associations. We facilitate and.
encourage all of our personnel to achieve the highest level of experience and certification; and
all team members are appropriately licensed, certified and trained with attendance at industry -
WC' comprehensive plan reviews are performed in. a prompt and expeditious manner to exceed jurisdictional
timelines and industry standards. When. workloads are high. we leverage resources across multiple Regional
Offices, benefiting from shared expertise across various disciplines. All turnaround times are specified from
the day they are received .in our off ce(s). For complex projects, WC; coordinates with the City of Campbell to
agree on an appropriate response time before starting the review. Each plan review project is overseen by a
senior -level manager, ensuring quality control from submission to approval.
Plan Review Turnaround
New Construction, Additions & Remodels 10 5-10 5
New Construction Multi -Family 10 5-10 5
Page 17 of 20
Commercial Projects (Small)
Commercial Projects (Large/Complex)*
10 5-10 5
15-20 5-10 5-10
* Typical tornoround tirnes for largelcornplex projects is 75-20 days far first revieiA,,s any' 5-10 days for re -checks.
The City will be contacted and on appropriate response time will he negotiated on a ease by case basis.
Expedited Plan Review Services
WC' offers expedited plan review services to accelerate initial reviews by experienced plans examiners.
Clients can request expedited reviews by submitting projects as usual with a note indicating the need for
acceleration. WC3 maintains the same quality for expedited reviews, allocating additional staffing as needed
to meet the City of Campbell's deadlines. Initial comments, including corrections, will be provided within five
(5) business days from the submittal date. Subsequent reviews can also be expedited, though they are typically
completed in the order received. Expedited reviews are performed at 150° o of standard hourly rates.
Inspection Turnaround
WC understands the importance of timely inspections to prevent delays and minimize financial impacts. Our
personalized approach ensures continuity, accuracy, and clear communication, helping projects stay on
track. We provide inspectors for standard requests with a minimum 48-hour notice and offer flexibility
for same -day or emergency inspections based on availability. Inspections can also be scheduled after-hours,
on weekends, or holidays, with additional fees as applicable.
Qualified building inspectors are available in four or eight hour minimum blocks. For services extending beyond
forty hours per week, inspections or in-house staffing will be billed at overtime, double overtime, weekend,
or holiday rates as applicable. All work will be billed according to State labor regulations
INSPECTION SERVICEREQUEST REQUEST
. . TIME
Half Day Inspection Service (4 Hour Shift) 2 Days Prior (48 Hours Advance Notice)
Full Day Inspection Services (8 Hour Shift)
Emergency / Same Day Inspection Service
Page 18 of 20
2 Days Prior (48 Hours Advance Notice)
As Schedule Allows
Exhibit B — Fee Schedule
WC3 will bill solely on the hourly rates listed below for services offered. WC3 will not charge,
nor seek to collect any amount of Plan Check Fees collected by the City of Campbell.
IV.
A. HOURLY RATS & FEES
Certified Building Official
$175/Hr
.....
Senior Client / Project Manager
$165/I--lr
CASp Plans Examiner % inspector
$165/Hr **
Fire Protection Engineer (FPE)
......... ....
$160/Hr
Structural Plan Review Engineer (Registered SE)
$160/1-ir
Building Plan Review Engineer (Registered PE)
$1.55/Hr
Certified Building/Fire Plans Examiner
$150/Hr
............
Certified Senior Building Inspector
$150/Hr **
Certified Building Inspector Ili
$145/Hr **
Certified Building Inspector II (Commercial)
............. ....... ....
$140/Hr **
.
Certified Building Inspector I (Residential)
......................
$130/Hr **
Permit Technic'an; Administrative Support
$93;/Hr
MISCELLANEOUS
Minimum Plan Review
2-Hour per Hourly Rates
Expedited Plan Review
150% Per Hourly Rates
Reimbursable Expenses At Cost + 1.0%
Mileage Expenses Staff Hourly Rate + IRS Standard Rate
* Annual Hourly Rate Adjustment— WC"s proposed hourly rates are applicable through June 30, 2027. Hourly rates are subject
to an annual increase based on a .minimurn 3% cost -of -living, the Engineering News Record's (ENR) Construction Cost Index
(CCI), or the Consumer Price Index: - Urban (CPI-U). whichever is greater.
Minimum Plan Review — Electronic plan review services will primarily be perfonned and facilitated off -site at '4 C' office
locations. Projects will be completed on an hourly basis with a minimum charge of 2-hour and mutually acceptable not -to -
exceed aniount.
Expedited Plan Review— Expedited plan review may be accommodated upon request witli 24 hours notice. Fees will be billed
at of 1 ti0° o of noted fees, contingent upon the availability of staff to perform services.
** Prevailing Wage Assignments — Proposed hourly rates for inspection services are not applicable to prevailing wage
assignments. Any prevailing wage assignments will be based on current prevailing wage rates mandated by Department of
Industrial Relations (DIR).
On -Site, In -House or Inspection Services — On. site or in-house services (plan review. permit technician, CBO services) will be
provided in eiglit (8) hour segments. A four (4) or eight (8) hour minimum is required for all requested inspection. services.
Page 19 of 20
Overtime — On -site, in-house or inspection services more than forty (40) hours a week will be invoiced as follows:
Overtime — One hundred fifty, percent (150 o) of regular rates. Overtime is defined as working more than torvy (40)
hours a week, more than eight (8) hours a day or more than six (6) consecutive days in a week.
Double Overtime — Two hundred percent (200%) of regular rates. Double overtime is defined as working more than
twelve (12) hours a day or working more than eight (8) hours on the seventh consecutive day of xvork.
Holidays and Weekends — Two hundred percent (200%) of regular rates. Subject to staff availability.
Reimbursable Expenses — Reimbursable expenses (i.e. courier%`delivery charges, specialized equipment rentals or printing costs)
will be authorized prior to charge and billed at actual cost + 10° u mark up.
Mileage Expenses — When applicable, reimbursements for mileage are for the use of personal automobiles within your
jurisdiction's limits, nvpically Building Inspectors. Reimbursements for mileage are applicable to the staff hourly rate plus the
Internal Revenue Service's (IRS) standard mileage rate. Invoicing Procedures —At the beginning of each month, WC 2 will furnish
an invoice and a statement of the work performed for compensation during
the preceding month. Such statement will also include a detailed record, if applicable, of the month's actual reimbursable and mileage
expenditures.
Page 20 of 20