CITY OF CHULA VISTA CONSULTANT
SERVICES AGREEMENT
WITH BUREAU VERITAS NORTH AMERICA, INC.
TO PROVIDE BUILDING PLAN CHECK AND BUILDING INSPECTION SEVICES FOR THE
GAYLORD PACIFIC RESORT AND CONVENTION CENTER
This Agreement is entered into effective as of June 1, 2022 (“Effective Date”) by and between the City of Chula Vista, a chartered municipal corporation (“City”) a nd BUREAU VERITAS NORTH AMERICA, INC., a California Corporation (“Consultant”) (collectively , the “Parties” and, individually, a “Party”) with reference to the following facts:
RECITALS
WHEREAS, City currently has three agreements with c onsultants to provide permit processing, building plan check, and building inspection services which will expire on January 31, 2023; and
WHEREAS, one of the three consultants, Bureau Verit as North America, Inc., performed building plan review for the Gaylord Pacific Hotel and Convention Center (“Project”); and
WHEREAS, to maintain consistency and to facilitate plan reviews during construction, the City desires to continue to use the services of Consultant during c onstruction to plan review deferred submittals, pla n changes, and other plan review submittals related to the Project; and
WHEREAS, City’s current building inspection divisio n is not staffed to take on the additional inspecti on demands of the Project and because of the temporary nature of the additional demand, the City desires to employ the services of a consultant to provide building inspections for the Project; and
WHEREAS, in addition to plan review, and due to Consultant’s ’s in-depth knowledge of the Project and the ability to provide qualified contract inspectors, the City desires to employ the services of Consultant to provide building inspections for the Project; and
WHEREAS, the City desires to waive the competitive bidding requirements pursuant to Chula Vista Municipal Code (“CVMC”) section 2.56.110, finding t hat circumstances support waiving the competitive b id requirements in that the City’s interest would be better served by said waiver, and enter into this Ag reement with an initial term amount not to exceed $2,000,000, with one (1) one-year option to extend. If the City e xercises the additional option to extend the Agreement, the tota l amount to be paid to the Consultant for services provided during this Agreement shall not exceed $3,000,000; and
WHEREAS, all costs of building plan check and build ing inspection services performed by the Consultant, will be borne by the developer in the f orm of a deposit account that the Consultant will c harge time to; and
WHEREAS, Consultant warrants and represents that it is experienced and staffed in a manner such that it can deliver the services required of Consultant to City in accordance with the time frames and the ter ms and conditions of this Agreement.
[End of Recitals. Next Page Starts Obligatory Provisions.]
1 Ci ty of Chu la Vista Agree ment No. : 2022-02 41
Consultant Name: BUREAU VERITAS NORTH AMERICA, INC. Rev. 9/15 /20 DocuSign Envelope ID: F39DBA6F-3FE5-4DE3-B491-0AA70C6238A1 2 Ci ty of Chu la Vista Agree ment No. : 2022-02 41
Consultant Name: BUREAU VERITAS NORTH AMERICA, INC. Rev. 9/15 /20
OBLIGATORY PROVISIONS
NOW, THEREFORE, in consideration of the above recitals, the covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which the Parties hereby acknowledge, City and Consultant hereby agree as follows:
1. SERVICES
1.1 Required Services. Consultant agrees to perfo rm the services, and deliver to City the “Deliverables” (if any) described in the attached Exhibit A, incorpora ted into the Agreement by this reference, within th e time frames set forth therein, time being of the essence for this Agreement. The services and/or Deliverabl es described in Exhibit A shall be referred to herein as the “Required Services.”
1.2 Reductions in Scope of Work. City may in dependently, or upon request from Consultant, from time to time, reduce the Required Services to be perform ed by the Consultant under this Agreement. Upon doi ng so, City and Consultant agree to meet and confer in good faith for the purpose of negotiating a corresponding reduction in the compensation associated with the reduction.
1.3 Additional Services. Subject to complian ce with the City’s Charter, codes, policies, proced ures and ordinances governing procurement and purchasing authority, City may request Consultant provide additional services related to the Required Services (“Additio nal Services”). If so, City and Consultant agree t o meet and confer in good faith for the purpose of negotia ting an amendment to Exhibit A, to add the Addition al Services. Unless otherwise agreed, compensation f or the Additional Services shall be charged and pai d consistent with the rates and terms already provided therein. Once added to Exhibit A, “Additional Ser vices” shall also become “Required Services” for purposes of this Agreement.
1.4 Standard of Care. Consultant expressly warrants and agrees that any and all Required Servi ces hereunder shall be performed in accordance with the standard of care exercised by members of the profession currently practicing under similar conditions and in similar locations.
1.5 No Waiver of Standard of Care. Where appr oval by City is required, it is understood to be conceptual approval only and does not relieve the Consultant of responsibility for complying with all laws, codes, industry standards, and liability for damages caused by negligent acts, errors, omissions, noncompliance with industry standards, or the willful misconduct of the Consultant or its subcontractors.
1.6 Security for Performance. Intentionally omitted.
1.7 Compliance with Laws. In its performanc e of the Required Services, Consultant shall comply with any and all applicable federal, state and local laws, including the Chula Vista Municipal Code.
1.8 Business License. Prior to commencement of work, Consultant shall obtain a business license from City.
1.9 Subcontractors. Prior to commencement of any work, Consultant shall submit for City’s infor mation and approval a list of any and all subcontractors to be used by Consultant in the performance of the Required Services. Consultant agrees to take appropriate mea sures necessary to ensure that all subcontractors a nd personnel utilized by the Consultant to complete it s obligations under this Agreement comply with all applicable laws, regulations, ordinances, and polic ies, whether federal, state, or local. In addition, if any subcontractor is expected to fulfill any responsibi lities of the Consultant under this Agreement, Cons ultant DocuSign Envelope ID: F39DBA6F-3FE5-4DE3-B491-0AA70C6238A1 shall ensure that each and every subcontractor carries out the Consultant’s responsibilities as set forth in this Agreement.
1.10 Term. This Agreement shall commence on th e earlier to occur of the Effective Date or Consult ant’s commencement of the Required Services hereunder, and shall terminate when the Parties have complied with all their obligations hereunder; provided, however, provisions which expressly survive termination sha ll remain in effect.
2. COMPENSATION
2.1 General. For satisfactory performance of the Required Services, City agrees to compensate Consultant in the amount(s) and on the terms set forth in Exhi bit A, Section 4. Standard terms for billing and p ayment are set forth in this Section 2.
2.2 Detailed Invoicing. Consultant agrees to provide City with a detailed invoice for services p erformed each month, within thirty (30) days of the end of t he month in which the services were performed, unle ss otherwise specified in Exhibit A. Invoicing shall b egin on the first of the month following the Effective Date of the Agreement. All charges must be presented in a line item format with each task separately explained in reasonable detail. Each invoice shall include the current monthly amount being billed, the amount inv oiced to date, and the remaining amount available under any approved budget. Consultant must obtain prior written authorization from City for any fees or expenses that exceed the estimated budget.
2.3 Payment to Consultant. Upon receipt of a properly prepared invoice and confirmation that t he Required Services detailed in the invoice have been satisfactorily performed, City shall pay Consultan t for the invoice amount within thirty (30) days. Payment shall be made in accordance with the terms and conditions set forth in Exhibit A and section 2.4, below. At City’s discretion, invoices not timely submitted ma y be subject to a penalty of up to five percent (5%) of the amount invoiced.
2.4 Retention Policy. City shall retain ten percent (10%) of the amount due for Required Services detailed on each invoice (the “holdback amount”). Upon City review and determination of Project Completion, th e holdback amount will be issued to Consultant.
2.5 Reimbursement of Costs. City may reimburse Consultant’s out-of-pocket costs incurred by Consultant in the performance of the Required Services if nego tiated in advance and included in Exhibit A. Unles s specifically provided in Exhibit A, Consultant shall be responsible for any and all out-of-pocket costs incurred by Consultant in the performance of the Required Services.
2.6 Exclusions. City shall not be responsibl e for payment to Consultant for any fees or costs in excess of any agreed upon budget, rate or other maximum amoun t(s) provided for in Exhibit A. City shall also no t be responsible for any cost: (a) incurred prior to the Effective Date; or (b) arising out of or related t o the errors, omissions, negligence or acts of willful misconduct of Consultant, its agents, employees, or subcontractors.
2.7 Payment Not Final Approval. Consultant u nderstands and agrees that payment to the Consultan t or reimbursement for any Consultant costs related to t he performance of Required Services does not consti tute a City final decision regarding whether such paymen t or cost reimbursement is allowable and eligible f or payment under this Agreement, nor does it constitut e a waiver of any violation by Consultant of the te rms of this Agreement. If City determines that Consulta nt is not entitled to receive any amount of compens ation already paid, City will notify Consultant in writing and Consultant shall promptly return such amount.
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Consultant Name: BUREAU VERITAS NORTH AMERICA, INC. Rev. 9/15 /20 DocuSign Envelope ID: F39DBA6F-3FE5-4DE3-B491-0AA70C6238A1 4 Ci ty of Chu la Vista Agree ment No. : 2022-02 41
Consultant Name: BUREAU VERITAS NORTH AMERICA, INC. Rev. 9/15 /20
3. INSURANCE
3.1 Required Insurance. Consultant must pro cure and maintain, during the period of performance of Required Services under this Agreement, and for twe lve months after completion of Required Services, t he policies of insurance described on the attached Exh ibit B, incorporated into the Agreement by this ref erence (the “Required Insurance”). The Required Insurance shall also comply with all other terms of this Section.
3.2 Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions relatin g to the Required Insurance must be disclosed to and approved by City in advance of the commencement of work.
3.3 Standards for Insurers. Required Insuranc e must be placed with licensed insurers admitted to transact business in the State of California with a current A.M. Best’s rating of A V or better, or, if insurance is placed with a surplus lines insurer, insurer must be liste d on the State of California List of Eligible Surpl us Lines Insurers (LESLI) with a current A.M. Best’s rating of no less than A X. For Workers’ Compensation Insurance, insurance issued by the State Compensation Fund is also acceptable.
3.4 Subcontractors. Consultant must include all sub-consultants/sub-contractors as insureds un der its policies and/or furnish separate certificates and e ndorsements demonstrating separate coverage for tho se not under its policies. Any separate coverage for sub-c onsultants must also comply with the terms of this Agreement.
3.5 Additional Insureds. City, its officers, officials, employees, agents, and volunteers must be named as additional insureds with respect to any policy of general liability, automobile, or pollution insurance specified as required in Exhibit B or as may otherwise be spe cified by City’s Risk Manager.. The general liabili ty additional insured coverage must be provided in the form of an endorsement to the Consultant’s insuran ce using ISO CG 2010 (11/85) or its equivalent; such e ndorsement must not exclude Products/Completed Operations coverage.
3.6 General Liability Coverage to be “Primary .” Consultant’s general liability coverage must be primary insurance as it pertains to the City, its officers, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers is wholly separate from the insurance provided by Consultant and in no way relieves Consultant from its responsibility to prov ide insurance.
3.7 No Cancellation. No Required Insurance po licy may be canceled by either Party during the req uired insured period under this Agreement, except after thirty days’ prior written notice to the City by certified mail, return receipt requested. Prior to the effective date of any such cancellation Consultant must procure and put into effect equivalent coverage(s).
3.8 Waiver of Subrogation. Consultant’s insu rer(s) will provide a Waiver of Subrogation in favo r of the City for each Required Insurance policy under this Agreement. In addition, Consultant waives any righ t it may have or may obtain to subrogation for a claim against City.
3.9 Verification of Coverage. Prior to comme ncement of any work, Consultant shall furnish City with original certificates of insurance and any amendato ry endorsements necessary to demonstrate to City th at Consultant has obtained the Required Insurance in compliance with the terms of this Agreement. The wo rds “will endeavor” and “but failure to mail such notic e shall impose no obligation or liability of any ki nd upon the company, its agents, or representatives” or any similar language must be deleted from all certificates. The required certificates and endorsements should otherwise be on industry standard forms. The City reserves the DocuSign Envelope ID: F39DBA6F-3FE5-4DE3-B491-0AA70C6238A1 right to require, at any time, complete, certified copies of all required insurance policies, includin g endorsements evidencing the coverage required by these specifications.
3.10 Claims Made Policy Requirements. If Genera l Liability, Pollution and/or Asbestos Pollution Liability and/or Errors & Omissions coverage are required and are provided on a claims-made form, the following requirements also apply:
a. The “Retro Date” must be shown, and must be be fore the date of this Agreement or the beginning of the work required by this Agreement.
b. Insurance must be maintained, and evidence of insurance must be provided, for at least five (5) years after completion of the work required by this Agreement.
c. If coverage is canceled or non-renewed, and no t replaced with another claims-made policy form with a “Retro Date” prior to the effective date of this Agreement, the Consultant must purchase “exten ded reporting” coverage for a minimum of five (5) years after completion of the work required by this Agreement.
d. A copy of the claims reporting requirements must be submitted to the City for review.
3.11 Not a Limitation of Other Obligations. In surance provisions under this section shall not be construed to limit the Consultant’s obligations under this Agreement, including Indemnity.
3.12 Additional Coverage. To the extent that in surance coverage provided by Consultant maintains higher limits than the minimums appearing in Exhibit B, Ci ty requires and shall be entitled to coverage for h igher limits maintained.
4. INDEMNIFICATION
4.1. General. To the maximum extent allowed by law, Consultant shall protect, defend, indemnify and hold harmless City, its elected and appointed officers, agents, employees and volunteers (collectively, “Indemnified Parties”), from and against any and all claims, dem ands, causes of action, costs, expenses, (including reasonable attorneys’ fees and court costs), liabil ity, loss, damage or injury, in law or equity, to p roperty or persons, including wrongful death, in any manner ar ising out of or incident to any alleged acts, omiss ions, negligence, or willful misconduct of Consultant, it s officials, officers, employees, agents, and contr actors, arising out of or in connection with the performance of the Required Services, the results of such performance, or this Agreement. This indemnity provision does n ot include any claims, damages, liability, costs an d expenses arising from the sole negligence or willfu l misconduct of the Indemnified Parties. Also cover ed is liability arising from, connected with, caused by o r claimed to be caused by the active or passive neg ligent acts or omissions of the Indemnified Parties which may be in combination with the active or passive negligent acts or omissions of the Consultant, its employees, agents or officers, or any third party.
4.2. Modified Indemnity Where Agreement Involv es Design Professional Services. Notwithstanding t he forgoing, if the services provided under this Agree ment are design professional services, as defined b y California Civil Code section 2782.8, as may be ame nded from time to time, the defense and indemnity obligation under Section 1, above, shall be limited to the extent required by California Civil Code se ction 2782.8.
4.3 Costs of Defense and Award. Included in Consultant’s obligations under this Section 4 is Consultant’s obligation to defend, at Consultant’s own cost, exp ense and risk, any and all suits, actions or other legal
5 Ci ty of Chu la Vista Agree ment No. : 2022-02 41
Consultant Name: BUREAU VERITAS NORTH AMERICA, INC. Rev. 9/15 /20 DocuSign Envelope ID: F39DBA6F-3FE5-4DE3-B491-0AA70C6238A1 6 Ci ty of Chu la Vista Agree ment No. : 2022-02 41
Consultant Name: BUREAU VERITAS NORTH AMERICA, INC. Rev. 9/15 /20
proceedings that may be brought or instituted again st one or more of the Indemnified Parties. Subject to the limitations in this Section 4, Consultant shall pay and satisfy any judgment, award or decree that may be rendered against one or more of the Indemnified Par ties for any and all related legal expenses and cos ts incurred by any of them.
4.4. Consultant’s Obligations Not Limited or Modified. Consultant’s obligations under this Section 4 shall not be limited to insurance proceeds, if any, received by the Indemnified Parties, or by any prior or subsequent declaration by the Consultant. Furthermore, Consul tant’s obligations under this Section 4 shall in no way limit, modify or excuse any of Consultant’s other obligations or duties under this Agreement.
4.5. Enforcement Costs. Consultant agrees to p ay any and all costs City incurs in enforcing Consu ltant’s obligations under this Section 4.
4.6 Survival. Consultant’s obligations under this Section 4 shall survive the termination of this Agreement.
5. FINANCIAL INTERESTS OF CONSULTANT.
5.1 Form 700 Filing. The California Political R eform Act and the Chula Vista Conflict of Interest Code require certain government officials and consultant s performing work for government agencies to public ly disclose certain of their personal assets and income using a Statement of Economic Interests form (Form 700).
In order to assure compliance with these requiremen ts, Consultant shall comply with the disclosure requirements identified in the attached Exhibit C, incorporated into the Agreement by this reference.
5.2 Disclosures; Prohibited Interests. Independ ent of whether Consultant is required to file a For m 700, Consultant warrants and represents that it has disclosed to City any economic interests held by Consultant, or its employees or subcontractors who will be performing the Required Services, in any real property or project which is the subject of this Agreement. Consultant warrants and represents that it has not employed or retained any company or person, other than a bona fide emplo yee or approved subcontractor working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants and represents that it has not paid or agreed to pay any company or person, other than a bona fide employee or approved subcontractor working solely for Consultant, any fee, commission, percent age, brokerage fee, gift or other consideration con tingent upon or resulting from the award or making of this Agreement. Consultant further warrants and represents that no officer or employee of City, has any interest, whether contractual, non-contractual, financial or otherwise, in this transaction, the proceeds hereof, or in the business of Consultant or Consultant’s subcontract ors.
Consultant further agrees to notify City in the event any such interest is discovered whether or not such interest is prohibited by law or this Agreement. For breach or violation of any of these warranties, City shall have the right to rescind this Agreement without liability.
6. REMEDIES
6.1 Termination for Cause. If for any reason whatsoever Consultant shall fail to perform the Re quired Services under this Agreement, in a proper or timel y manner, or if Consultant shall violate any of the other covenants, agreements or conditions of this Agreeme nt (each a “Default”), in addition to any and all o ther rights and remedies City may have under this Agreem ent, at law or in equity, City shall have the right to terminate this Agreement by giving five (5) days wr itten notice to Consultant. Such notice shall iden tify the Default and the Agreement termination date. If Consultant notifies City of its intent to cure such Default prior to City’s specified termination date, and City agrees that the specified Default is capable of being cured, City may grant Consultant up to ten (10) additional days after the designated termination date to effectuat e such cure. In the event of a termination under this Sect ion 6.1, Consultant shall immediately provide City any and DocuSign Envelope ID: F39DBA6F-3FE5-4DE3-B491-0AA70C6238A1 7 Ci ty of Chu la Vista Agree ment No. : 2022-02 41
Consultant Name: BUREAU VERITAS NORTH AMERICA, INC. Rev. 9/15 /20
all ”Work Product” (defined in Section 7 below) pre pared by Consultant as part of the Required Service s.
Such Work Product shall be City’s sole and exclusiv e property as provided in Section 7 hereof. Consult ant may be entitled to compensation for work satisfactorily performed prior to Consultant’s receipt of the Default notice; provided, however, in no event shall such c ompensation exceed the amount that would have been payable under this Agreement for such work, and any such compensation shall be reduced by any costs incurred or projected to be incurred by City as a result of the Default.
6.2 Termination or Suspension for Convenience of City. City may suspend or terminate this Agree ment, or any portion of the Required Services, at any tim e and for any reason, with or without cause, by giv ing specific written notice to Consultant of such termi nation or suspension at least fifteen (15) days pri or to the effective date thereof. Upon receipt of such notic e, Consultant shall immediately cease all work unde r the Agreement and promptly deliver all “Work Product” (defined in Section 7 below) to City. Such Work Product shall be City's sole and exclusive property as prov ided in Section 7 hereof. Consultant shall be enti tled to receive just and equitable compensation for this Wo rk Product in an amount equal to the amount due and payable under this Agreement for work satisfactoril y performed as of the date of the termination/suspe nsion notice plus any additional remaining Required Services requested or approved by City in advance that w ould maximize City’s value under the Agreement.
6.3 Waiver of Claims. In the event City termin ates the Agreement in accordance with the terms of this Section, Consultant hereby expressly waives any and all claims for damages or compensation as a result of such termination except as expressly provided in this Section 6.
6.4 Administrative Claims Requirements and Pr ocedures. No suit or arbitration shall be brought arising out of this Agreement against City unless a claim h as first been presented in writing and filed with C ity and acted upon by City in accordance with the procedure s set forth in Chapter 1.34 of the Chula Vista Muni cipal Code, as same may be amended, the provisions of which, including such policies and procedures used by City in the implementation of same, are incorporated her ein by this reference. Upon request by City, Consu ltant shall meet and confer in good faith with City for t he purpose of resolving any dispute over the terms of this Agreement.
6.5 Governing Law/Venue. This Agreement shal l be governed by and construed in accordance with t he laws of the State of California. Any action arising under or relating to this Agreement shall be broug ht only in San Diego County, State of California.
6.6 Service of Process. Consultant agrees tha t it is subject to personal jurisdiction in Califor nia. If Consultant is a foreign corporation, limited liabil ity company, or partnership that is not registered with the California Secretary of State, Consultant irrevocably consents to service of process on Consultant by first class mail directed to the individual and address listed under “For Legal Notice,” in section 1.B. of Exhibit A to this Agreement, and that such service shall be effective five days after mailing.
7. OWNERSHIP AND USE OF WORK PRODUCT
All reports, studies, information, data, statistics , forms, designs, plans, procedures, systems and an y other materials or properties produced in whole or in part under this Agreement in connection with the performance of the Required Services (collectively “Work Produc t”) shall be the sole and exclusive property of Cit y. No such Work Product shall be subject to private use, copyrights or patent rights by Consultant in the Un ited States or in any other country without the express, prior written consent of City. City shall have unrestricted DocuSign Envelope ID: F39DBA6F-3FE5-4DE3-B491-0AA70C6238A1 8 Ci ty of Chu la Vista Agree ment No. : 2022-02 41
Consultant Name: BUREAU VERITAS NORTH AMERICA, INC. Rev. 9/15 /20
authority to publish, disclose, distribute, and otherwise use, copyright or patent, in whole or in part, any such Work Product, without requiring any permission of Consultant, except as may be limited by the provisions of the Public Records Act or expressly prohibited by o ther applicable laws. With respect to computer fil es containing data generated as Work Product, Consultant shall make available to City, upon reasonable written request by City, the necessary functional comp uter software and hardware for purposes of acces sing, compiling, transferring and printing computer files.
8. GENERAL PROVISIONS
8.1 Amendment. This Agreement may be amended, but only in writing signed by both Parties.
8.2 Assignment. City would not have en tered into this Agreement but for Consultant’ s unique qualifications and traits. Consultant shall not ass ign any of its rights or responsibilities under this Agreement, nor any part hereof, without City’s prior written c onsent, which City may grant, condition or deny in its sole discretion.
8.3 Authority. The person(s) executing this Agreement for Consultant warrants and represents th at they have the authority to execute same on behalf of Consultant and to bind Consultant to its obligations hereunder without any further action or direction from Consultant or any board, principle or officer thereof.
8.4 Counterparts. This Agreement may be exec uted in counterparts, each of which shall be deemed an original, but all of which shall constitute one Agreement after each Party has signed such a counterpart.
8.5 Entire Agreement. This Agreement togethe r with all exhibits attached hereto and other agree ments expressly referred to herein, constitutes the entir e Agreement between the Parties with respect to the subject matter contained herein. All exhibits referenced h erein shall be attached hereto and are incorporated herein by reference. All prior or contemporaneous agreem ents, understandings, representations, warranties a nd statements, oral or written, are superseded.
8.6 Record Retention. During the course of th e Agreement and for three (3) years following compl etion of the Required Services, Consultant agrees to main tain, intact and readily accessible, all data, docu ments, reports, records, contracts, and supporting materia ls relating to the performance of the Agreement, in cluding accounting for costs and expenses charged to City, including such records in the possession of sub- contractors/sub-consultants.
8.7 Further Assurances. The Parties agree to perform such further acts and to execute and deliv er such additional documents and instruments as may be reasonably required in order to carry out the provision s of this Agreement and the intentions of the Parties.
8.8 Independent Contractor. Consultant is an d shall at all times remain as to City a wholly ind ependent contractor. Neither City nor any of its officers, employees, agents or volunteers shall have control over the conduct of Consultant or any of Consultant’s office rs, employees, or agents (“Consultant Related Individuals”), except as set forth in this Agreemen t. No Consultant Related Individuals shall be deem ed employees of City, and none of them shall be entitl ed to any benefits to which City employees are enti tled, including but not limited to, overtime, retirement benefits, worker's compensation benefits, injury le ave or other leave benefits. Furthermore, City will not w ithhold state or federal income tax, social securit y tax or any other payroll tax with respect to any Consultan t Related Individuals; instead, Consultant shall be solely responsible for the payment of same and shall hold the City harmless with respect to same. Consultant shall not at any time or in any manner represent that it or any of its Consultant Related Individuals are em ployees DocuSign Envelope ID: F39DBA6F-3FE5-4DE3-B491-0AA70C6238A1 or agents of City. Consultant shall not incur or h ave the power to incur any debt, obligation or liab ility whatsoever against City, or bind City in any manner.
8.9 Notices. All notices, demands or reques ts provided for or permitted to be given pursuant t o this Agreement must be in writing. All notices, demands and requests to be sent to any Party shall be deem ed to have been properly given or served if personally se rved or deposited in the United States mail, addres sed to such Party, postage prepaid, registered or certifie d, with return receipt requested, at the addresses identified in this Agreement at the places of business for eac h of the designated Parties as indicated in Exhibit A, or otherwise provided in writing.
8.10 Electronic Signatures. Each Party agrees tha t the electronic signatures, whether digital or encrypted, of the Parties included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures. Electronic Signature means any electronic sound, symbol, or process att ached to or logically associated with a record and executed and adopted by a Party with the intent to sign such record, including facsimile or email electronic signatures, pursuant to the California Uniform Electronic Transactions Act (Cal. Civ. Code §§ 1633.1 to 1633.17) as amended from time to time.
(End of page. Next page is signature page.)
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Consultant Name: BUREAU VERITAS NORTH AMERICA, INC. Rev. 9/15 /20 DocuSign Envelope ID: F39DBA6F-3FE5-4DE3-B491-0AA70C6238A1
SIGNATURE PAGE
CONSULTANT SERVICES AGREEMENT
IN WITNESS WHEREOF, by executing this Agreement where indicated below, City and Consultant agree that they have read and understood all terms and co nditions of the Agreement, that they fully agree an d consent to bound by same, and that they are freely entering into this Agreement as of the Effective Date.
BUREAU VE RITAS NORTH AME RICA,
INC.
CITY OF CHU LA VISTA
BY:
BY:
Cra ig Baptista MA RY CASILLAS SALAS
Vi ce Pre sid ent – Fac iliti es Division, We st
Region
MAYOR
ATTEST1
BY:
Kerry K. Bigelow, MMC
City Clerk
APPROVED AS TO FORM
BY:
Glen R. Googins
City Attorney
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Consultant Name: BUREAU VERITAS NORTH AMERICA, INC. Rev. 9/15 /20 DocuSign Envelope ID: F39DBA6F-3FE5-4DE3-B491-0AA70C6238A1
EXHIBIT A
SCOPE OF WORK AND PAYMENT TERMS
1. Contact People for Contract Administration and Legal Notice
A. City Contract Administration:
Jay Alvarado
276 Fourth Avenue
Chula Vista, CA 91910
619-409-5805
[email protected]
For Legal Notice Copy to:
City of Chula Vista
City Attorney
276 Fourth Avenue, Chula Vista, CA 91910
619-691-5037
[email protected]
B. Consultant Contract Administration:
BUREAU VERITAS NORTH AMERICA, INC.
Craig Baptista, Vice President – Facilities Division, West Region 180 Promenade Circle, Suite 150
Sacramento, California 95834
916-514-4516
[email protected]
For Legal Notice Copy to:
Ronald W. Victor, Associate General Counsel
1601 Sawgrass Corporate Parkway, Suite 400
Ft. Lauderdale, FL 33323
954-233-0965
[email protected]
2. Required Services
A. General Description:
The Consultant shall provide professional building plan check and building inspection services for the Gaylord Pacific Resort and Convention Center (“Project”) as requested by the City per Section 2.B of Exhibit A, “Detailed Description”.
For building inspection services, Consultant shall provide City with qualified individuals to perform required building inspections for the Proje ct. Selection of these individuals will be further subject to prior approval by City. Plan review services will b e provided by Consultant at Consultant’s place of business.
City reserves the right to also have Consultant provide City with qualified plan review individuals to be located at the Project site.
11 Ci ty of Chu la Vista Agree ment No. : 2022-02 41
Consultant Name: BUREAU VERITAS NORTH AMERICA, INC. Rev. 9/15 /20 DocuSign Envelope ID: F39DBA6F-3FE5-4DE3-B491-0AA70C6238A1 B. Detailed Description:
Plan Check Services
1. The Consultant shall perform plan review of su bmitted plans to determine compliance with City and State codes and regulations: California Buildin g Code; California Plumbing Code; California Mechanical Code; California Electrical Code; Califo rnia Fire Code; California Energy Code; California Green Building Standards Code; Californi a Disabled Access Regulations; State Water Resource Control Board regulations related to storm water pollution prevention; Sound Transmission Control; and, locally adopted building ordinances and amendments thereof.
2. The Consultant shall provide the City, a typed list of items needing clarification or change to achieve conformance with the above regulations.
3. The Consultant shall perform all necessary lia ison with the Project’s designee and all necessary rechecks to achieve conformance to the regulations.
4. The Consultant shall provide recommendations a nd act as liaison to the Building Official, or his designee, to ensure compliance with Chula Vista Mun icipal Code Section 15.06.045, “Alternate Materials, Methods of Design and Methods of Constru ction”, and Section 15.06.060(J), “Modifications.”, and to insure compliance with local policy interpretations.
5. The Consultant shall attend meetings related t o the Project at the request of the Building Offici al at locations other than Consultant's office.
6. The Consultant shall perform plan reviews of r evisions to plans that have previously been approved for permit issuance or perform plan reviews of changes to plans prior to such approval.
7. When requested by City, Consultant shall provi de City with qualified plan review individuals to be located at the Project site. Selection of these individuals will be further subject to approval by City.
Building Inspection Services
8. As requested by City, Consultant shall provide City with qualified building inspection individuals to perform required building inspections for the Pr oject. Selection of these individuals will be further subject to approval by City.
9. Consultant staff assigned to the Project shall provide same-workday or next-workday inspections of all requested inspections and re-inspections for compliance with City and State codes and regulations: California Building Code; California Plumbing Code; California Mechanical Code; California Electrical Code; California Fire Code; C alifornia Energy Code; California Green Building Standards Code; California Disabled Access Regulations; State Water Resource Control Board regulations related to storm water pollution prevention; Sound Transmission Control; and, locally adopted building ordinances and amendments thereof.
10. Consultant staff assigned to the Project shall verify that all work requiring special inspections is performed by qualified third-party special inspecto rs and that the work complies with the City’s requirements for special inspections, construction materials testing and off-site fabrication of
12 Ci ty of Chu la Vista Agree ment No. : 2022-02 41
Consultant Name: BUREAU VERITAS NORTH AMERICA, INC. Rev. 9/15 /20 DocuSign Envelope ID: F39DBA6F-3FE5-4DE3-B491-0AA70C6238A1 building components.
11. Consultant staff assigned to the Project shall maintain all Project related building inspection records.
12. Consultant staff assigned to the Project shall coordinate with the Building Official o n all discretionary decisions or requests for alternate materials or types of construction.
13. Consultant staff assigned to the Project shall coordinate with the Building Official on all Certificate of Occupancy to be sure that all applicable City regulatory agencies have approved the project.
C. Dates or Time Limits for Delivery of Deliverables:
Deliverable No. 1: Following City’s request for pla n review, the Consultant shall complete the review within the following turnaround times:
Type of Revi ew Tu rnaroun d Time
New Appli ca tion Revi ew 20 Working D ays
Rec hec ks of New Appli cation Revi ew 10 Working d ays Plan Chang e/D ef erre d Submitt al (Mino r) 5 Working d ays Plan Chang e/D ef erre d Submitt al (Majo r) 10 Working d ays Rec hec k to Plan Change or De fer red
Submittal
5 Working d ays
Deliverable No. 2: No later than one (1) workday after completion of each plan check, Consultant shall submit to City in writing a plan check correspondence which shall contain the following information:
1. The day of the week and date the plans were received by Consultant from City;
2. The day of the week and date the plan check was completed by Consultant;
3. The day of the week and date the Project’s designee was notified by Consultant the plan check was completed;
4. The list of items needing correction or change to achieve conformance with the regulations under Section 2.B.2.
Deliverable No. 3: Consultant staff assigned to Project shall provide same-workday or next-workday inspection of requested inspections that are assigned to Consultant and enter results in the City’s permit tracking system the same day of the inspection, and complete all appropriate paperwork associated with the assigned inspections.
3. Term: In accordance with Section 1.10 of this Agreement, the term of this Agreement shall begin June 1, 2022 and end on May 31, 2025 for completion of all Required Services.
4. Compensation:
A. Form of Compensation
13 Ci ty of Chu la Vista Agree ment No. : 2022-02 41
Consultant Name: BUREAU VERITAS NORTH AMERICA, INC. Rev. 9/15 /20 DocuSign Envelope ID: F39DBA6F-3FE5-4DE3-B491-0AA70C6238A1 ☒ Time and Materials. For performance of the Require d Services by Consultant as identified in Section 2 .B., above, City shall pay Consultant for the productive hours of time spent by Consultant in the performan ce of the Required Services, at the rates or amounts as indicated below:
a. Rate Schedule
Classi fication Ho urly Ra te
($/hr)
Sup er vising Plan Chec k Engin ee r 144
Structu ra l Engin ee r 138
Plan Chec k Engin ee r 126
Cer ti fied Plans Ex amin er 102
Fire Plans Ex amin er 108
CASp Spec ialist Plan Revi ewer 126
CASp Insp ector 155
Lea d Insp ector of Re cord (IOR) 150 – 175*
Sr. Building Insp ec to r/IOR 125 – 150*
Union/Prevailing wage rates noted by *
Overtime to be invoiced at 1.25 x rate
Notwithstanding the foregoing, the maximum amount to be paid to the Consultant for services performed through May 31, 2025 shall not exceed $2,000,000. Should t he amount paid to the Consultant for services perfo rmed through May 31, 2025 be less than the not-to-exceed amount in this Agreement, the balance between the amount paid and the not-to-exceed amount may, at City’s so le discretion, be carried forward to subsequent opt ion years if so exercised by City. If the City exercises any additional options to extend the Agreement, the total amount to be paid to the Consultant for services provided during this Agreement and all additional optional extension periods shall not exceed $3,000,000
B. Reimbursement of Costs
☒ None, the compensation above includes all costs
5. Special Provisions:
☒ Notwithstanding the completion date set forth in Se ction 3 above, City has option to extend this Agree ment for one (1) additional terms, defined as a one-year increment . The City Manager or Director of Finance/Treasurer shall be authorized to exercise the extensions on behalf of the City. If the City exercises an option to extend, each extension shall be on the same terms and conditions contained herein. The City shall give written no tice to Consultant of the City’s election to exercise the e xtension via the Notice of Exercise of Option to Ex tend document.
Labor Code § 2750.3 Compliance. Consultant warrant s and agrees that it, and not the City, is the empl oyer of individuals assigned to perform services under this Agreement within the meaning of Labor Code section 2750.3, specifically Labor Code section 2750.3(e) [Business to Business Contracting Relationship], and that it shall comply with the requirements of Labor Code section 2750.3.
14 Ci ty of Chu la Vista Agree ment No. : 2022-02 41
Consultant Name: BUREAU VERITAS NORTH AMERICA, INC. Rev. 9/15 /20 DocuSign Envelope ID: F39DBA6F-3FE5-4DE3-B491-0AA70C6238A1 In addition to Consultant’s indemnity obligations pursuant to Section 4 of the Agreement, to the maximum extent allowed by law, Consultant shall further protect, d efend, indemnify, and hold harmless the Indemnified Parties from and against any and all claims, demands, cause s of action, costs, employee employment benefits (s uch as wages, leave, worker compensation, unemployment benefits, or pension benefits), expenses, (including reasonable attorneys’ fees and court costs), liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or inc ident to any alleged acts, omissions, negligence, o r willful misconduct of Consultant, its officials, officers, employees, agents, or contractors, arising out of or in connection with compliance with or failure to comply with Labor Code § 2750.3 in providing the Required Services.
15 Ci ty of Chu la Vista Agree ment No. : 2022-02 41
Consultant Name: BUREAU VERITAS NORTH AMERICA, INC. Rev. 9/15 /20 DocuSign Envelope ID: F39DBA6F-3FE5-4DE3-B491-0AA70C6238A1
EXHIBIT B INSURANCE
REQUIREMENTS
Consultant shall adhere to all terms and conditions of Section 3 of the Agreement and agrees to provid e the following types and minimum amounts of insurance, as indicated by checking the applicable boxes (x).
Type of Insu rance Minimum Amount Form
☒ General Li ability: $2,000,000 per occ urrence for Ins ura nce Ser vi ce s Off ice Form Including p rodu cts and bodily inju ry, per so nal inju ry CG 00 01 compl eted op erations, (in cluding dea th ), and prop er ty per son al and damage. If Comm erc ial General
adv er tising inju ry Li ability insu ra nce with a general aggregate limit is used, either the
general aggregate limit must a pply
separately to this Agreement or the
general aggregate limit must be
twice the required occurrence limit
Additional Insured Endorsement
or Blanket AI Endorsement for
City*
*Must be primary and must not
exclude Products/Completed
Operations
Waiver of Recovery Endorsement
☒ Automobile Liability $1,000,000 per acc ident for bodily Insurance Services Office Form CA 00 01
Code 1-Any Auto
Code 8-Hired
Code 9-Non Own ed
inju ry, in cluding death, and
prop er ty d amage
☒ Worker s’ $1,000,000 eac h acc ident
$1,000,000 disease policy limit
$1,000,000 disease each employee
Waiver of Recovery Endorsement
Comp ens ation
Employ er’ s Li ability
☒ Profe ssion al Li ability $1,000,000
(Err ors & Omissions) $2,000,000 agg re gate
Other Negotiated Insurance Terms: “NONE”
16 Ci ty of Chu la Vista Agree ment No. : 2022-02 41
Consultant Name: BUREAU VERITAS NORTH AMERICA, INC. Rev. 9/15 /20 DocuSign Envelope ID: F39DBA6F-3FE5-4DE3-B491-0AA70C6238A1 17 Ci ty of Chu la Vista Agree ment No. : 2022-02 41
Consultant Name: BUREAU VERITAS NORTH AMERICA, INC. Rev. 9/15 /20
EXHIBIT C
CONSULTANT CONFLICT OF INTEREST DESIGNATION
The Political Reform Act 2 and the Chula Vista Conflict of Interest Code 3 (“Code”) require designated state and local government officials, including some consulta nts, to make certain public disclosures using a Sta tement of Economic Interests form (Form 700). Once filed, a Form 700 is a public document, accessible to any mem ber of the public. In addition, consultants designated to file the Form 700 are also required to comply with certain ethics training requirements.4
☒ A. Consultant IS a corporation or limited liability company and is therefore EXCLUDED5 from disclosure. ☐ B. Consultant NOT a corporation or limited liability company and disclosure designation is as follows:
APPLICABLE DESIGNATIONS FOR INDIVIDUAL(S) ASSIGNED TO PROVIDE SERVICES (Category descriptions available at www.chulavistaca.gov/departments/city-clerk/conflict-of-interest-code.)
Name Email Addr ess Appli cable Desig nation
Enter Name of Each Individual
Who Will Be Providing Service
Under the Contract – If
individuals have different
disclosure requirements,
duplicate this row and
complete separately for each
individual
Ent er email add ress (e s) ☐ A. Full Disclosure
☐ B. Limited Disclosure (select one or more of
the categories under which the consultant shall file):
☐ 1. ☐ 2. ☐ 3. ☐ 4. ☐ 5. ☐ 6. ☐ 7.
Justification:
☐ C. Excluded from Disclosure
1.Required Filers
Each individual who will be performing services for the City pursuant to the Agreement and who meets the definition of “Consultant,” pursuant to FPPC Regulation 18700.3, must file a Form 700.
2.Required Filing Deadlines
Each initial Form 700 required under this Agreement shall be filed with the Office of the City Clerk via the City's online filing system, NetFile, within 30 days of the appro val of the Agreement. Additional Form 700 filings will be required annually on April 1 during the term of the Agreement, and within 30 days of the termination of the Agreement.
3. Filing Designation
The City Department Director will designate each individual who will be providing services to the City pursuant to the Agreement as full disclosure, limited disclosure, or excluded from disclosure, based on an analysis of the services the Consultant will provide. Notwithstanding this desi gnation or anything in the Agreement, the Consultant is ultimately responsible for complying with FPPC regulations and filing requirements. If you have any questions reg arding filing requirements, please do not hesitate to contact the City Clerk at (619)691-5041, or the FPPC at 1-866-ASK-FPPC, or (866) 275-3772 *2.
Pursuant to the duly adopted City of Chula Vista Conflict of Interest Code, this document shall serve as the written determination of the consultant’s requirement to comply with the disclosure requirements set forth in the Code.
Completed by: Lou El-Khazen
2 Cal. Gov. Code §§81000 et seq. ; FPPC Regs. 18700.3 and 18704. 3 Chula Vista Municipal Code §§2.02.010-2.02.040.
4 Cal. Gov. Code §§53234, et seq.
5 CA FPPC Adv. A-15-147 (Chadwick ) (2015); Davis v. Fresno Unified School District (2015) 237 Cal.App.4 th 261; FPPC Reg.
18700.3 (Consultant defined as an “individual” who participates in making a governmental decision; “individual” does not include corporation or limited liability company).
DocuSign Envelope ID: F39DBA6F-3FE5-4DE3-B491-0AA70C6238A1