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2018/12/24 CSG Consultants, Inc. FY18/19 Fire Plan review services (10) CITY OF MENIFEE PROFESSIONAL SERVICES AGREEMENT FY2018/19 FIRE PLAN REVIEW SERVICES THIS PROFESSIONAL SERVICES AGREEMENT("Agreement") is made and effective this,2L day of 018 ("Effective Date")by and between the CITY OF MENIFEE, a Calif rnia municipal corporation, ("City")and CSG Consultants,Inc.,a California Corporation ("Consultant"). City and Consultant may sometimes herein be referred to individually as a"Party" and collectively as the "Parties." SECTION 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Services,attached hereto as Exhibit A and incorporated herein by this reference (the "Services"). Consultant will perform subsequent task orders as requested by the Contract Administrator (as defined below), in accordance with the Scope of Services. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A,this Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on December 24,2018 and shall end on June 30, 2019 unless the term of this Agreement is otherwise terminated or extended as provided for in Section 8. The time provided to Consultant to complete the Services required by this Agreement shall not affect City's right to terminate this Agreement, as provided for in Section 8. 1.2 Standard of Performance. Consultant represents and warrants that Consultant is a provider of first class work and services and Consultant is experienced in performing the Services contemplated herein and, in light of such status and experience, Consultant shall perform the Services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Consultant is engaged in the geographical area in which Consultant practices its profession and to the sole satisfaction of the Contract Administrator. 1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform the Services pursuant to Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City,reassign such person or persons. 1.4 Time. Consultant shall devote such time to the performance of the Services pursuant to this Agreement as may be reasonably necessary to satisfy Consultant's obligations hereunder. 1.5 Authorization to Perform Services. Consultant is not authorized to perform any of the Services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator. 267 1/03 1 8 5 8-000 1 7630421.2 al 1/19/18 SECTION 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed TWENTY FOUR THOUSAND NINE HUNDRED NINETY NINE DOLLARS AND ZERO CENTS ($24,999.00) notwithstanding any contrary indications that may be contained in Consultant's proposal, for the Services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Exhibit A, regarding the amount of compensation, this Agreement shall prevail. City shall pay Consultant for the Services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for the Services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized in advance by City, Consultant shall not bill City for duplicate services performed by more than one person. 2.1 Invoices. Consultant shall submit invoices monthly during the term of this Agreement, based on the cost for the Services performed and reimbursable costs incurred prior to the invoice date. Invoices shall contain the following information: a. Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.; b. The beginning and ending dates of the billing period; C. A"Task Summary" containing the original contract amount, the amount of prior billings,the total due this period,the balance available under this Agreement,and the percentage of completion; d. At City's option, for each item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person performing the Services, the hours spent by each person, a brief description of the Services, and each reimbursable expense; e. The total number of hours of work performed under this Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing the Services hereunder necessary to complete the Services described in Exhibit A; f. Receipts for expenses to be reimbursed; g. The Consultant Representative's signature. Invoices shall be submitted to: City of Menifee Attn: Accounts Payable 29714 Haun Road Menifee, CA 92586 267 1/03 1 8 5 8-000 1 7630421.2 al1/19/18 -2- 2.2 Monthly Payment. City shall make monthly payments,based on invoices received, for the Services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have thirty (30)days from the receipt of an invoice that complies with all of the requirements above to pay Consultant. 2.3 Final Payment. City shall pay the last five percent(5%) of the total amount due pursuant to this Agreement within sixty(60) days after completion of the Services and submittal to City of a final invoice, if all of the Services required have been satisfactorily performed. 2.4 Total Pam. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering the Services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement. In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entirety of the Services performed pursuant to this Agreement,unless this Agreement is modified in writing prior to the submission of such an invoice. 2.5 Hourly. Fees for the Services performed by Consultant on an hourly basis shall not exceed the amounts shown on the fee schedule included with Exhibit A. 2.6 Reimbursable Expenses. Reimbursable expenses are included within the maximum amount of this Agreement. 2.7 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any federal or state taxes. 2.8 Payment upon Termination. In the event that City or Consultant terminates this Agreement pursuant to Section 8, City shall compensate Consultant for all outstanding costs and reimbursable expenses incurred for Services satisfactorily completed and for reimbursable expenses as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets in order to verify costs and reimbursable expenses incurred to that date. SECTION 3. FACILITIES AND EQUIPMENT. Except as otherwise provided, Consultant shall, at its sole cost and expense, provide all facilities and equipment necessary to perform the services required by this Agreement. City shall make available to Consultant only physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consultant's use while consulting with City employees and reviewing records and the information in possession of City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be required to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long-distance telephone or other communication charges, vehicles, and reproduction facilities. 26 7 1/03 1 85 8-0 0 0I 7630421.2 al 1/19/18 -3- SECTION 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant, at its own cost and expense, shall procure the types and amounts of insurance checked below and provide Certificates of Insurance, indicating that Consultant has obtained or currently maintains insurance that meets the requirements of this section and which is satisfactory, in all respects, to City. Consultant shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in Consultant's compensation. Consultant shall not allow any subcontractor, consultant or other agent to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s) and provided evidence thereof to City. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. Consultant acknowledges the insurance policy must cover inter-insured suits between City and other Insureds. 4.1 Workers' Compensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Consultant pursuant to the provisions of the California Labor Code. Statutory Workers' Compensation Insurance and Employer's Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS ($1,000,000.00) per accident, ONE MILLION DOLLARS ($1,000,000.00)disease per employee,and ONE MILLION DOLLARS ($1,000,000.00) disease per policy. In the alternative, Consultant may rely on a self- insurance program to meet those requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the California Labor Code shall be solely in the discretion of the Contract Administrator. The insurer, if insurance is provided, or Consultant, if a program of self- insurance is provided, shall waive all rights of subrogation against City and its officers, officials, employees, and authorized volunteers for loss arising from the Services performed under this Agreement. 4.2 Commercial General and Automobile Liability Insurance. a. General requirements. Consultant, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence, combined single limit coverage,for risks associated with the Services contemplated by this Agreement,TWO MILLION DOLLARS ($2,000,000.00) general aggregate, and TWO MILLION DOLLARS ($2,000,000.00) products/completed operations aggregate. If a Commercial General Liability Insurance or an Automobile Liability Insurance form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the Services to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from the Services contemplated under this Agreement, including the use of hired, owned, and non-owned automobiles. b. Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001. 2671/031858-0001 7630421.2 al 1/19/18 4- Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 Code 2, 8, and 9. No endorsement shall be attached limiting the coverage. C. Additional requirements. Each of the following shall be included in the insurance coverage or added as a certified endorsement to the policy: a. The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis. b. Any failure of Consultant to comply with reporting provisions of the policy shall not affect coverage provided to City and its officers,employees,agents, and volunteers. 4.3 Professional Liability Insurance. a. General requirements. Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing the Services pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000) covering the licensed professionals' errors and omissions. Any deductible or self-insured retention shall be shown on the Certificate. If the deductible or self-insured retention exceeds TWENTY-FIVE THOUSAND DOLLARS ($25,000), it must be approved by City. b. Claims-made limitations. The following provisions shall apply if the professional liability coverage is written on a claims-made form: a. The retroactive date of the policy must be shown and must be no later than the commencement of the Services. b. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after the expiration or termination of this Agreement or completion of the Services, so long as commercially available at reasonable rates. C. If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the Effective Date of this Agreement, Consultant must provide extended reporting coverage for a minimum of five (5) years after the expiration or termination of this Agreement or the completion of the Services. Such continuation coverage may be provided by one of the following: (1) renewal of the existing policy; (2) an extended reporting period endorsement; or (3)replacement insurance with a retroactive date no later than the commencement of the Services under this Agreement. City shall have the right to exercise, at Consultant's sole cost and expense, any extended reporting provisions of the policy, if Consultant cancels or does not renew the coverage. d. A copy of the claim reporting requirements must be submitted to City prior to the commencement of the Services under this Agreement. 267 1/03 1 8 5 8-0 0 0I 7630421.2 al1/19/18 -5- 4.4 All Policies Requirements. a. Acceptability of insurers. All insurance required by this Section is to be placed with insurers with a Bests' rating of no less than A:VII and admitted in California. b. Verification of coverage. Prior to beginning the Services under this Agreement, Consultant shall furnish City with Certificates of Insurance, additional insured endorsement or policy language granting additional insured status complete certified copies of all policies, including complete certified copies of all endorsements. All copies of policies and certified endorsements shall show the signature of a person authorized by that insurer to bind coverage on its behalf. The Certificate of Insurance must include the following reference: FY2018/19 FIRE PLAN REVIEW SERVICES. The name and address for Additional Insured endorsements, Certificates of Insurance and Notice of Cancellation is: City of Menifee, 29714 Haun Road, Menifee, CA 92586. City must be endorsed as an additional insured for liability arising out of ongoing and completed operations by or on behalf of Consultant. C. Notice of Reduction in or Cancellation of Coverage. Consultant shall provide written notice to City within ten(10) working days if. (1) any of the required insurance policies is terminated;(2) the limits of any of the required polices are reduced;or(3)the deductible or self insured retention is increased. d. Additional insured; primary insurance. City and its officers, employees, agents, and authorized volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of the Services performed by or on behalf of Consultant, including the insured's general supervision of Consultant; products and completed operations of Consultant, as applicable; premises owned, occupied, or used by Consultant; and automobiles owned, leased, or used by Consultant in the course of providing the Services pursuant to this Agreement. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees,agents,or authorized volunteers. The insurance provided to City as an additional insured must apply on a primary and non-contributory basis with respect to any insurance or self-insurance program maintained by City. Additional insured status shall continue for one (1) year after the expiration or termination of this Agreement or completion of the Services. A certified endorsement must be attached to all policies stating that coverage is primary insurance with respect to City and its officers, officials, employees, and volunteers, and that no insurance or self-insurance maintained by City shall be called upon to contribute to a loss under the coverage. e. Deductibles and Self-insured Retentions. Consultant shall obtain the written approval of City for the self-insured retentions and deductibles before beginning any of the Services. During the term of this Agreement, only upon the prior express written authorization of the Contract Administrator, Consultant may increase such deductibles or self- insured retentions with respect to City, its officers, employees, agents, and volunteers. The Contract Administrator may condition approval of an increase in deductible or self-insured retention levels with a requirement that Consultant procure a bond guaranteeing payment of losses 267 1/03 1 85 8-0 00 1 7630421.2 al 1/19/18 -6- and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them. f. Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. g. Variation. The Contract Administrator may, but is not required to,approve in writing a variation in the foregoing insurance requirements, upon a determination that the coverage, scope, limits, and forms of such insurance are either not commercially available,or that City's interests are otherwise fully protected. 4.5 Remedies. In addition to any other remedies at law or equity City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option, exercise any of the following remedies,which are alternatives to other remedies City may have and are not the exclusive remedy for Consultant's breach: a. Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under this Agreement; b. Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof, and/or C. Terminate this Agreement. SECTION 5. INDEMNIFICATION. 5.1 Indemnification for Professional Liability. Where the law establishes a professional standard of care for performance of the Services, to the fullest extent permitted by law,Consultant shall indemnify,protect,defend(with counsel selected by City),and hold harmless City and any and all of its officers, employees, officials, volunteers, and agents from and against any and all claims, losses, costs, damages, expenses, liabilities, liens, actions, causes of action (whether in tort, contract, under statute, at law, in equity, or otherwise) charges, awards, assessments, fines, or penalties of any kind (including reasonable consultant and expert fees and expenses of investigation, costs of whatever kind and nature and, if Consultant fails to provide a defense for City, the legal costs of counsel retained by City) and any judgment (collectively, "Claims")to the extent same are caused in whole or in part by any negligent or wrongful act,error, or omission of Consultant, its officers, agents, employees, or subcontractors (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of professional services under this Agreement. 5.2 Indemnification for Other than Professional Liability. Other than in the performance of professional services and to the full extent permitted by law, Consultant shall indemnify, protect, defend (with counsel selected by City), and hold harmless City, and any and all of its officers,employees, officials, volunteers, and agents from and against any and all Claims, 2671/031858-0001 7630421.2 al 1/19/18 -7- where the same arise out of, are a consequence of, or are in any way attributable to, in whole or in part, the performance of this Agreement by Consultant or by any individual or entity for which Consultant is legally liable, including but not limited to officers, agents, employees or subcontractors of Consultant. 5.3 Limitation of Indemnification. The provisions of this Section 5 do not apply to claims occurring as a result of City's sole or active negligence. The provisions of this Section 5 shall not release City from liability arising from gross negligence or willful acts or omissions of City or any and all of its officers, officials, employees, and agents acting in an official capacity. SECTION 6. STATUS OF CONSULTANT. 6.1 Independent Contractor. At all times during the term of this Agreement,Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of the Services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have the right to control the means by which Consultant accomplishes the Services rendered pursuant to this Agreement. The personnel performing the Services under this Agreement on behalf of Consultant shall at all times be under Consultant's exclusive direction and control. Consultant shall not at any time or in any manner represent that it or any of its officers, employees, or agents is in any manner officers,officials, employees, or agents of City. Consultant shall not incur or have the power to incur any debt, obligation, or liability whatever against City, or bind City in any manner. Except for the fees paid to Consultant as provided in this Agreement, City shall not pay salaries,wages, or other compensation to Consultant for performing the Services hereunder for City. City shall not be liable for compensation or indemnification to Consultant for injury or sickness arising out of performing the Services hereunder. Notwithstanding any other City, state,or federal policy,rule,regulation, law,or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System ("PERS") as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. SECTION 7. LEGAL REQUIREMENTS. 7.1 Governing Law. The laws of the State of California shall govern this Agreement. 7.2 Compliance with Applicable Laws. Consultant and any subcontractor shall comply with all applicable local, state, and federal laws and regulations applicable to the performance of the work hereunder. Consultant shall not hire or employ any person to perform work within City or allow any person to perform the Services required under this Agreement unless such person is properly documented and legally entitled to be employed within the United States. Any and all work subject to prevailing wages, as determined by the Director of Industrial Relations of the State of California, will be the minimum paid to all laborers, including Consultant's employee and subcontractors. It is understood that it is the responsibility of Consultant to determine the correct scale. The State Prevailing Wage Rates may be obtained from the California Department of Industrial Relations ("DIR") pursuant to California Public Utilities Code, Sections 465, 466, and 2671/031858-0001 7630421.2 al 1/19/18 -8- 467 by calling 415-703-4774. Appropriate records demonstrating compliance with such requirement shall be maintained in a safe and secure location at all times, and readily available at City's request. Consultant shall indemnify, defend, and hold City and its elected and appointed boards, members, officials, officers, agents, representatives, employees, and volunteers harmless from and against any liability, loss, damage, cost or expenses (including but not limited to reasonable attorneys' fees, expert witness fees, court costs, and costs incurred related to any inquiries or proceedings) arising from or related to (i)the noncompliance by Consultant or any party performing the Services of any applicable local, state, and/or federal law, including,without limitation, any applicable federal and/or state labor laws (including, without limitation, the requirement to pay state prevailing wages and hire apprentices); (ii) the implementation of Section 1781 of the Labor Code, as the same may be amended from time to time, or any other similar law; and/or (iii) failure by Consultant or any party performing the Services to provide any required disclosure or identification as required by Labor Code Section 1781, as the same may be amended from time to time, or any other similar law. It is agreed by the Parties that, in connection with performance of the Services, including, without limitation, any and all public works (as defined by applicable law), Consultant shall bear all risks of payment or non-payment of prevailing wages under California law and/or the implementation of Labor Code Section 1781, as the same may be amended from time to time, and/or any other similar law. Consultant acknowledges and agrees that it shall be independently responsible for reviewing the applicable laws and regulations and effectuating compliance with such laws. Consultant shall require the same of all subcontractors. 7.3 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees, agents, and subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing,Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. SECTIONS. TERMINATION AND MODIFICATION. 8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant. 8.2 Termination by Consultant. Consultant may cancel this Agreement upon 30 days' written notice to City. 8.3 Consequences of Termination. In the event of termination, Consultant shall be entitled to compensation for the Services performed up to the date of termination; City, however, may condition payment of such compensation upon Consultant delivering to City any or all documents, photographs, computer software, video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or City in connection with this Agreement. 2671/031858-0001 7630421.2 al1/19/18 -9- 8.4 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection I.I. Any such extension shall require a written amendment to this Agreement, as provided for herein. Consultant understands and agrees that, if City grants such an extension, City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. 8.5 Amendments. The Parties may amend this Agreement only by a writing signed by all the Parties. 8.6 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant's unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in Consultant's proposal, without prior written approval of the Contract Administrator. In the event that key personnel leave Consultant's employ, Consultant shall notify City immediately. 8.7 Survival. All obligations arising prior to the expiration or termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the expiration or termination of this Agreement. 8.8 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, City's remedies shall include, but not be limited to, any or all of the following: a. Immediately terminate this Agreement; b. Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement; C. Retain a different consultant to complete the Services described in Exhibit A; and/or d. Charge Consultant the difference between the cost to complete the Services described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the Services. SECTION 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant's Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form that Consultant prepares 2671/031858-0001 7630421.2 al1/19/18 -1 0- or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of City. Consultant hereby agrees to deliver those documents to City upon the expiration or termination of this Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above,prepared pursuant to this Agreement are prepared specifically for City and are not necessarily suitable for any future or other use. Any use of such documents for other projects by City shall be without liability to Consultant. City and Consultant agree that,until final approval by City, all data,plans, specifications,reports,and other documents are confidential and will not be released to third parties without prior written consent of both Parties unless required by law. 9.2 Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy,use,modify,reuse,or sublicense any and all copyrights,designs, rights of reproduction, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, test data, survey results, models, renderings, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings, digital renderings, or data stored digitally,magnetically, or in any other medium,which are prepared or caused to be prepared by Consultant under this Agreement ("Documents and Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non- exclusive and perpetual license for any Documents and Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents and Data. Consultant makes no such representation and warranty in regard to Documents and Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 9.3 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices,vouchers,canceled checks,and other records or documents evidencing or relating to charges for the Services or expenditures and disbursements charged to City under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. 9.4 Inspection and Audit of Records. Any records or documents that Section 9.3 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), this Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of City, for a period of three (3) years after final payment under this Agreement. SECTION 10. MISCELLANEOUS PROVISIONS. 10.1 Attorneys' Fees. If either Party to this Agreement brings any action, including an action for declaratory relief,to enforce or interpret the provision of this Agreement,the prevailing Party shall be entitled to reasonable attorneys' fees and expenses including costs, in addition to 2671/031858-0001 7630421.2 a 1 I/19/18 -1 1- any other relief to which that Party may be entitled; provided, however, that the attorneys' fees awarded pursuant to this Section shall not exceed the hourly rate paid by City for legal services multiplied by the reasonable number of hours spent by the prevailing Party in the conduct of the litigation. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Applicable Law; Venue. The internal laws of the State of California shall govern the interpretation and enforcement of this Agreement. In the event that either Party brings any action against the other under this Agreement, the Parties agree that trial of such action shall be vested exclusively in Riverside County. 10.3 Severability. If any provision of this Agreement is held invalid, the remainder of this Agreement shall not be affected thereby and all other parts of this Agreement shall nevertheless be in full force and effect. 10.4 Section Headings and Subheadings. The section headings and subheadings contained in this Agreement are included for convenience only and shall not limit or otherwise affect the terms of this Agreement. 10.5 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.6 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the Parties. 10.7 Consultant Representative. All matters under this Agreement shall be handled for Consultant by Doug Armstrong("Consultant's Representative"). The Consultant's Representative shall have full authority to represent and act on behalf of Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences, and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 10.8 City Contract Administration. This Agreement shall be administered by a City employee, Colin McNie, Building Official ("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his designee. The Contract Administrator shall have the power to act on behalf of City for all purposes under this Agreement. Unless otherwise provided in this Agreement, Consultant shall not accept direction or orders from any person other than the Contract Administrator or his designee. 10.9 Notices. Any written notice to Consultant shall be sent to: CSG Consultants, Inc. Attn: Doug Armstrong 3707 W. Garden Grove Blvd., Suite 100 Orange, CA 92868 2671/031858-0001 7630421.2 al 1/19/18 -12- Any written notice to City shall be sent to the Contract Administrator at: City of Menifee 29714 Haun Road Menifee, CA 92586 Attn: Colin McNie, Building Official with a copy to: City Clerk City of Menifee 29714 Haun Road Menifee, CA 92586 10.10 Professional Seal. Where applicable in the determination of the Contract Administrator,the first page of a technical report,first page of design specifications,and each page of construction drawings shall be stamped/sealed and signed by the licensed professional responsible for the report/design preparation. The stamp/seal shall be in a block entitled"Seal and Signature of Registered Professional with report/design responsibility," as in the following example. Seal and Signature of Registered Professional with report/design responsibility. 10.11 Rights and Remedies. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the Parties are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party. 10.12 Integration. This Agreement, including the scope of services attached hereto and incorporated herein as Exhibit A,represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either Party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. 10.13 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement. 10.14 Execution of Contract. The persons executing this Agreement on behalf of each of the Parties hereto represent and warrant that(i) such Party is duly organized and existing, (ii)they are duly authorized to execute and deliver this Agreement on behalf of said Party, (iii)by so executing this Agreement, such Party is formally bound to the provisions of this Agreement, and (iv) that entering into this Agreement does not violate any provision of any other Agreement to which said Party is bound. 267 1/03 1 8 58-0 0 0 1 7630421.2 al1/19/18 -13- 10.15 Nondiscrimination. Consultant covenants that,by and for itself,its heirs,executors, assigns,and all persons claiming under or through them,that in the performance of this Agreement there shall be no discrimination against or segregation of, any person or group of persons on account of any impermissible classification including, but not limited to, race, color, creed, religion, sex, marital status, sexual orientation, national origin, or ancestry. 10.16 No Third Party Beneficiaries. With the exception of the specific provisions set forth in this Agreement, there are no intended third-party beneficiaries under this Agreement and no such other third parties shall have any rights or obligations hereunder. 10.17 Nonliabilit of Officers and Employees. No officer,official,employee,agent, representative, or volunteer of City shall be personally liable to Consultant, or any successor in interest, in the event of any default or breach by City or for any amount which may become due to Consultant or to its successor, or for breach of any obligation of the terms of this Agreement. 10.18 No Undue Influence. Consultant declares and warrants that no undue influence or pressure is used against or in concert with any officer or employee of City in connection with the award,terms or implementation of this Agreement,including any method of coercion,confidential financial arrangement, or financial inducement. No officer or employee of City shall receive compensation, directly or indirectly, from Consultant, or from any officer, employee, or agent of Consultant,in connection with the award of this Agreement or any work to be conducted as a result of this Agreement. 10.19 No Benefit to Arise to CitEmployees. No member, officer, or employee of City, or their designees or agents, and no public official who exercises authority over or has responsibilities with respect to this Agreement during his/her tenure or for one (1) year thereafter, shall have any interest, direct or indirect, in any agreement or sub-agreement, or the proceeds thereof, for the Services to be performed under this Agreement. [Signatures on Following Page] 26 7 1/03 1 85 8-0 0 0 1 7630421.2 al1/19/18 -1 4- IN WITNESS WHEREOF, the Parties hereto have executed and entered into this Agreement as of the Effective Date. CITY OF MENIFEEA CONSULTANT Armando G. Villa, City Manager Cyrus Kianpour, President Attest: (Sar Manwarini OCAY Clerk Charles D. Rider, Secretary Approved as to Form: [Note: 2 officer's signatures required if Consultant is a corporation, unless provided Jeffrey T. Melching, City Attorney with a certificate of secretary in-lieu] 7671/031858-0001 7630421.2 a 11/19/18 -1 5- IN WITNESS WHEREOF, the Parties hereto have executed and entered into this Agreement as of the Effective Date. CITY OF MENIFEE CONSULTANT A L__1111 Armando G. Villa, City Manager C us Kia p r, President Attest: Sarah Manwaring, City Clerk C es D. Rider, Secretary Approved as to Form: [Note: 2 officer's signatures required if Consultant is a corporation, unless provided Jeffrey T. Melching, City Attorney with a certificate of secretary in-lieu] 2671/031858-0001 7630421.2 al 1/19/18 -15- IN WITNESS WHEREOF, the Parties hereto have executed and entered into this Agreement as of the Effective Date. CITY OF MENIFEE CONSULTANT Armando G. Villa, City Manager Cyrus Kianpour, President Attest: Sarah Manwaring, City Clerk Charles D. Rider, Secretary ATprqved as to Form: [Note: 2 officer's signatures required if rt Consultant is a corporation,unless provided ffre T. Melching, y Attorney with a certificate of secretary in-lieu] 267 1/03 1 85 8-0 00 1 7630421.2 a11/19/18 -15- EXHIBIT A SCOPE OF SERVICES (See Attached Scope of Work) 2671/031858-0001 7630421.2 a00/00/00 -2- CITY OF MENIFEE FIRE PLAN REVIEW SERVICES Cover Letter �© December 11, 2018 Colin McNie City of Menifee 29714 Haun Road Menifee,CA 92586 Re:Proposal for Fire Plan Review Services CSG Consultants, Inc.(CSG) is pleased to present our qualifications and proposal for outside fire plan review services to the City of Menifee(City).To the City,our firm brings specialized expertise,proximity, and knowledgeable and highly experienced staff. CSG currently furnishes fire prevention, building and safety,public works,planning, code enforcement and other municipal services to over 175 clients including numerous nearby communities. We perform work solely for public agencies,eliminating the potential for conflicts of interest. In this way,we can focus exclusively on the specific needs of our municipal clients.We have a solutions-oriented approach to our work, leveraging our team's depth and breadth of experience and technical expertise to address code compliance challenges for our clients. CSG's fire prevention services include, but are not limited to,fire plan review,fire inspection,code interpretation, and wildland urban interface services.All CSG fire prevention staff are fully licensed and/or CSFM/NFPA/ICC certified professionals,with extensive experience in fire&life safety,fire protection systems,special hazards,and code development. Many of our proposed staff members are cross-trained in multiple service levels, providing our clients with increased efficiency.CSG will not be using subconsultants on this contract. A small sampling of agencies,for which we have provided fire prevention services includes: City of Moreno Valley P City of Cathedral City P City of Sacramento City of Pasadena P Orange County Fire Authority P City of Richmond City of Palm Springs P City of Sacramento P City of Stockton George Apple,CFM,will serve as the primary contact for this contract. His contact information is as follows: George Apple,CFM I Fire Services Manager 1177 Idaho Street,#102, Redlands,CA 92374 909.334.4230 phone 1 916-416-0332 cell I georgea@csgengr.com Please feel free to contact Mr.Apple with any questions or comments you may have regarding our services.We greatly look forward to the opportunity to provide fire plan review services to the City. Sincerely, Khoa Duong, PE � ?> Vice President, Building Department ��� CSG Consultants, Inc. CONSULTANTS 1177 Idaho Street Suite 102 1 Redlands,CA 92374 Phone(909)334-4230 1 Fax(909)334-4235 1 www.csgengr.com 267 1/03 1 85 8-0 00 1 7630421.2 a00/00/00 -3- CI of ML Nil LE FIRE Pum REwE's:SERVICES Approach to Services �© METHODOLOGY CSG employs a team of professionally certified fire plan reviewers,fire inspectors,fire protection engineers,fire marshals,fire chiefs,building plan review engineers,building plan reviewers,building inspectors,certified building officials,and permit technicians to manage building/fire department operations,support front counter procedures,review plans,and inspect structures for code compliance. Our extensive experience in furnishing comprehensive building and fire life safety services to jurisdictions provides a consistent,strong technical foundation to all projects. From cutting edge digital plan review and online plan check status reporting to providing faster-than-scheduled turnaround times, CSG will deliver the highest quality services to the City. Key benefits that we offer include: P Concentrated focus on cost-saving approaches and methods.Because we serve many municipalities and agencies, we are constantly improving and adapting to provide our clients with the most cost-effective services. We share a wealth of recommendations from our varied experience with other communities to help keep our clients'budgets on-track. Customized,responsive services. We are skilled at assessing time commitments,developing an accurate work plan and applying dedicated,professional personnel. We can quicklyfine-tune staffing levels to match or adjust to changes in plan review,inspection and front counter activity— always maintaining the highest level of customer service. We hand pick staff uniquely qualified and experienced to deliver the exact services requested. P Fully committed and qualified personnel We maintain staff fully licensed and certified at the highest level of industry standards. To keep our personnel at the industry's forefront,many serve as popular educational instructors and lecturers as well as sit on leading boards and committees for organizations developing and implementing important code regulations. We also keep up with latest in procedures and use of products,e.g.,green building,accessibility,C,4Sp certification requirements,NPDES,MRP,and more. Swift turnarounds and expedited services. With extensive experience in the digital plan review process,our staff excels at providing some of the speediest turnarounds in the industry. We easily match and more often beat any required timing. Leading-edge technology with cost-saving solutions.CSG delivers a suite of digital options for jurisdictions—speedy digital plan reviews including electronic versions of plan comments;an optional,easy-to-use online web application/portal for submittal,tracking and approval of digital plans;and available full scanning and archival services. Environmentally friendly practices.Our corporate policy on sustainability supports a healthy environment,reduces our carbon footprint and promotes environmental stewardship through environmentally preferable purchasing and other sustainability actions. Our digital plan review system encourages the bypass of paper use,and all possible documents at CSG are printed double- sided on recycled,post-consumer content paper. 2671/031858-0001 7630421.2 a00/00/00 -4- CITY OF MENIFEE FIRE PLAN REVIEW SERVICES FIRE PREVENTION SERVICES OVERVIEW The extensive and ever-evolving regulations affecting the design - -I +�v- and construction of today's complex buildings require specialized code training,education,and experience,while tight schedules and budgets require movement of plans through the permit process quickly and efficiently yet,thoroughly examined and 4.., inspected. CSG employs a team of professionally certified fire plan reviewers, 1' fire inspectors,fire protection engineers,fire marshals/fire department operations,support front counter procedures, review plans,and inspect structures for code compliance. CSG's expertise is multi-faceted,gained from extensive experience in plan review,code enforcement, code development,code instruction as well as fire suppression.Members of our Fire Prevention Division are recognized for their service on local,state and national code (ICC and NFPA)development committees and advisory groups.We have expertise in a wide range of project types: Single family and multi family developments High-rise commercial&residential Manufacturing plants Petrochemical Specialized technology/industrial P High-pile/rack storage Refrigerated storage Our extensive experience in furnishing comprehensive fire prevention services to jurisdictions provides a consistent,strong technical foundation to all projects. P Expeditious code analysis with innovative, expert solutions that meet code requirements— protecting occupants,property and emergency personnel while serving the needs of communities, developers and businesses through reductions in costly redesigns. Collaboration between our Fire Prevention plan review and Fire Protection Engineering staff, providing complete review of alternative means and methods,fire protection systems,and other complex and diverse fire prevention situations. Prompt plan review turnaround times that are further streamlined by the scanning of all plans and use of digital plan review. P Customized services,including onsite or on-call plan review depending on clients'specific needs. P Seamless integration with client agencies consistently implementing their policies and procedures and delivering continuous services to their customers. Fire inspection for all phases of construction and all types of fire protection systems, with expertise to analyze options if deficiencies exist. Rapid inspection response via centralized inspection request scheduling and our personnel's online access to digital project records. 2671/031858-0001 7630421.2 a00/00/00 -5- QTY OF MENIFEE FIRE PLAN REVIEW SERVICES FIRE PLAN REVIEW SERVICES CSGfurnishesfire and life safety,fire department access and waters upply,wild land urban interface,fire protection systems and special hazards, plan reviewfor all structures with emphasis on the unique needs and requirements of each of our clients.We are experienced in the special requirements and risks associated with industrial and commercial buildings,single-and multi-family complexes.Our plan review staff carefully review all documents for compliance with applicable building codes,fire codes,standards, industry regulations,and all local ordinances. From digital plan review to meeting turnaround times and assisting in last minute inspection requests,CSG will deliver quality customer service to both Department staff,and to the ultimate client—the citizens and community. CSG serves as an active partner,working as an extension of the Department in performing the requested scope of services and working closely with the development community and public.CSG will meet and may provide fasterthan scheduled turnaround times.Our online project tracking system will keep Department staff and the project team informed on the status of the plan review process.All fire plan review and inspection personnel are thoroughly trained and familiar with jurisdictional processes, working within multiple departments,and serving the public. Compliance Standards Ourfire plan review staff review plans for compliance with all policy and model codes adopted bythe State and local jurisdiction, including but not limited to: California Fire Code d California Building Code California Residential Code California Electrical Code P California Plumbing Code California Mechanical Code State Historical Building Code P California Health and Safety Code P California Code of Regulations—Title 19 P National Fire Protection Association(NFPA)Standards as published and referenced by the California Fire Code Local adopted ordinances and amendments relative to building,fire,and municipal codes, including project Conditions of Approval from other departments, divisions, and regulating agencies. Digital Plan Review CSG began the transition to digital plan review over 18years ago, leading the consultant field with this ground-breaking service.All paper plans submitted to CSG are immediately scanned into digital L files and stored on CSG's servers for quick access by both our clientsand our plan reviewers.Our plan reviewers furnish electronic versions of their plan comments conforming to each client's established correction list templates.Plan check comments can be delivered electronically by email or other Department approved means, enabling staff to immediately modify CSG's checklist for incorporation with other department comments.Upon request,clients can be provided with a set of digitally scanned plans at no cost and including convenient, "green"(paperless)storage of all construction-related documents. CSG provides industry leading pure digital plan review workflow forthose,jurisdictions who requestthis 2671/031858-0001 7630421.2 a00/00/00 -6- CITY of MENIFEE FIRE PLAN RmEv.,SEnvius service.CSG has developed a secure web application for an applicant to submit digital files directly to us, which includes an online portal forthe applicant/jurisdiction to retrieve comments and submitted digital files with redlines.This online portal tracks all submittals, including re-submittals until the plans have been approved.Keyfeatures of our digital plan review service include: Efficient.Plans are pushed to plan review staff the same day they are received. There is no "bin time." e User-Friendly. CSG developed our own web-based portal to manage the electronic file submittal process. By using a web interface, the applicant is no longer faced with size restrictions on email attachments or required to learn complex FTP settings. Proven. We have provided a digital plan review option to our clients for over 18 years. P Non-Proprietary. CSG's electronic review process is 100%PDF based with no additional software required to view redlines. Online Plan Check Status CSG offers a convenient service allowing clients to check plan review status and comments online.By logging on to our website,clicking on Plan Check Status, CSG and entering a password,staff as well as authorized applicants,can view each project document and communicate with the plan checkervia e-mail or CSG Plan check System electronic post-a-note.With a password,staff or authorized applicants can download comments from the web upon completion of the plan review.There is no additional cost for this service. Plans Pickup and Delivery CSG will arrange for pickup and delivery of plans to/from Department offices.The pickup and delivery of plans and other materials will be provided at no additional cost. Plan Check Comments All plan check comments will be formatted to the Department's established correction list templates. Any additional forms established by the Department for alternative methods of construction and/or deviations from requirements will be incorporated into the correction comments and returned with the appropriate recommendations.Plan check comments can be delivered electronically by email or other Department approved means.This will enable Department staff to immediately modify our checklist for incorporation with other department comments. Standard Turnaround Times CSG works hard to provide the best quality and most timely service in the industry.We pride ourselves in maintaining the requested plan review times for all our clients—even delivering faster than ourown deadlines.Our goal is to approve code-complying projects and to successfully and quickly move work through jurisdictional processes.CSG will ensure that all building and safety duties and follow-up actions will be performed in a timely and responsive manner.If a review is anticipated to take longerthan the maximum turnaround timing, CSG will notify the designated representative and negotiate additional time required to ensure an appropriate level of review. The following are CSG's proposed turnaround times. TURNAROUND First Submittal 10 business days Second Submittal and Subsequent Submittals 5 business days Accelerated Submittal and Subsequent Submittals 5 business days 2671/031858-0001 7630421.2 a00/00/00 -7- C:1,,is "Vi, I I It I FiEf�, .:I F'I Y9 SFi16ii f AVAILABILITY & CUSTOMER SERVICE One of CSG's key functions is to serve as a seamless extension of Department staff.We clearly understand the importance of our role in the success of the Department and commit to providing its citizens and business partners—residents,architects,engineers,developers,contractors—as well as City staff,the highest level of service.We believe effective communication and excellent customer service are essential to continuing a successful working relationship between the City,CSG,and the development community. Office Hours and Meeting Availability CSG staff is available for applicant inquiries or conferences anytime during regular business hours without charge via telephone;8:00 AM to 5:00 PM,Monday through Friday.We can easily alter our hours to meet the Department's needs. Evenings and weekends for special events and meetings can be accommodated with 48-hours notice. Messages will be returned within 1 business day of receipt. For your convenience,we are also available to meet with Department staff,architects,designers and applicants.We recognize the value of pre-design consultation with prospective applicants and are available to provide this service as well. Our staff will be available in person for consultation and meetings with a reasonable lead time. Response to City Questions or Requests CSG staff can typically respond to the City for all questions or requests generated during field inspections or any plan review during the same day,but no later than the following day a request is received. Emergency Response CSG is well qualified to respond to a local or regional emergency. Many of our personnel,have assisted in emergencies such as the recent San Bruno gas explosion,the Northridge,Loma Prieta and Napa earthquakes as well as regional floods,fires and other emergencies. Our personnel's certifications include those obtained through FEMA,Office of Emergency Services(OES),and IACET First Responder. 2671/031858-0001 7630421.2 a00/00/00 —8— CITY OF MENIFEE FIRE PIAP)Rivim,SERVICES Fee Schedule �0 CSG's fee schedule for proposed work is provided in the table below.CSG will coordinate the pickup and return of all plans to CSG via staff or a licensed courier service.This service is provided at no additional cost. Plan review based on a percentage of plan check fees includes initial plan review and two subsequent reviews.Additional reviews will be charged at the appropriate hourly rate indicated below. FEE SCHEDULE REVIEW TYPE I ROLE ALL INCLUSIVE FEE I HOURLY RATE Fire Plan Check—by Percentage 75%ofCity's Plan Review Fees Expedited Fire Plan Check—by Percentage 95%ofCity's Plan Review Fees Fire Plan Check—Hourly $110/Hour Expedited Fire Plan Check—Hourly 1.5 x Hourly Rate All hourly rates include overhead costs including,but not limited to,salaries,benefits,Workers Compensation Insurance,travel and office expenses.Should the scope of work change or circumstances develop which necessitate special handling,CSG will notify the City prior to proceeding.On each anniversary of the contract start date,CSG will initiate a rate increase based on change in CPI-W for the applicable region.CSG will mail an invoice at the beginning of every month for services rendered during the previous month. 2671/031858-0001 7630421.2 a00/00/00 -9-