CITY OF CHULA VISTA FIRST
AMENDMENT TO CONSULTANT
SERVICES AGREEMENT
WITH BUREAU VERITAS NORTH AMERICA, INC.
TO PROVIDE BUILDING PLAN CHECK, BUILDING AND FIRE INSPECTION SEVICES
FOR THE GAYLORD PACIFIC RESORT AND CONVENTION CENTER
This First Amendment to the Agreement is entered into effective as of November 5, 2024 (“Effective Date”) by and between the City of Chula Vista, a chartered municipal corporation (“ City”) and BUREAU VERITAS NORTH AMERICA, INC., a California Corporation (“ Consultant”) ( collectively, the “Parties” and, individually, a “Party”) with referenceto the following facts:
RECITALS
WHEREAS, the City currently has three agreements with consultants to provide permit processing, building plan check, and building inspection services for projects citywide which will expire on January 31, 2026; and
WHEREAS, one of the three consultants, Bureau Veritas North America, Inc., performed building plan review for the Gaylord Pacific Hotel and Convention Center (“ Project”); and WHEREAS, the City entered into a Consultant Services Agreement with Bureau Veritas North America, Inc. on June1, 2022 for a term to May 31, 2025 and a not to exceedamount of $2,000,000 (Agreement No. 2022- 0241); and
WHEREAS, to maintain consistencyand to facilitate plan reviews during construction, the City desiresto continue to use the services of Consultant during construction to plan review deferred submittals, plan changes, and other plan review submittals related to the Project; and WHEREAS, City’s current building and fire inspection divisions are not staffed to take on the additional inspection demandsof the Project and becauseof the temporary nature of the additional demand, the City desires to employ the services of a consultant to provide building and fire inspections for the Project; and WHEREAS, in addition to plan review, and due to Consultant’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 and fire inspections for the Project; and
WHEREAS, the City desiresto enter into this First Amendment to the Agreement with an amount not to exceed $ 3,000, 000. If the City exercises the additional option to extend the Agreement, the total amount to be paid to the Consultant for servicesprovided during this Agreement shall not exceed $4,000,000; and WHEREAS, all costsof building plan check, building inspections and fire inspection servicesperformed by the Consultant, will be borne by the developer in the form of a deposit account that the Consultant will charge time to; and
WHEREAS, Consultant warrants and representsthat it is experiencedand staffed in a manner such that it can deliver the services required of Consultant to City in accordance with the time frames and the terms and conditions of this Agreement.
End of Recitals. Next Page Starts Obligatory Provisions.] 1 City of Chula Vista Agreement No.: 2024-0281
Consultant Name: BUREAU VERITAS NORTH AMERICA, INC.
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2 City of Chula Vista Agreement No.: 2024-0281
Consultant Name: BUREAU VERITAS NORTH AMERICA, INC.
OBLIGATORYPROVISIONS
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 perform the services, and deliver to City the “Deliverables” ( if any) described in the attachedExhibit A, incorporated into the Agreement by this reference, within the time frames set forth therein, time being of the essence for this Agreement. The services and/or Deliverables described in Exhibit A shall be referred to herein as the “Required Services.”
1.2 Reductions in Scope of Work. City may independently, or upon request from Consultant, from time to time, reduce the Required Services to be performed by the Consultant under this Agreement. Upon doing so, City and Consultant agree to meet and confer in good faith for the purpose of negotiating a corresponding reduction in the compensationassociatedwith the reduction.
1.3 Additional Services. Subject to compliance with the City’s Charter, codes, policies, proceduresand ordinances governing procurement and purchasing authority, City may request Consultant provide additional services related to the Required Services (“Additional Services”). If so, City and Consultant agree to meet and confer in good faith for the purpose of negotiating an amendment to Exhibit A, to add the Additional Services. Unless otherwise agreed, compensation for the Additional Services shall be charged and paid consistent with the rates and terms already provided therein. Once added to Exhibit A, “ Additional Services” shall also become “Required Services” for purposesof this Agreement.
1.4 Standard of Care. Consultant expressly warrants and agrees that any and all Required Services 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 Standardof Care. Where approval by City is required, it is understoodto be conceptual approval only and does not relieve the Consultant of responsibility for complying with all laws, codes, industry standards, and liability for damagescausedby 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 performance of the Required Services, Consultant shall comply with any and all applicable federal, stateand local laws, including the Chula Vista Municipal Code.
1.8 BusinessLicense. Prior to commencementof work, Consultant shall obtain a businesslicense from City.
1.9 Subcontractors. Prior to commencement of any work, Consultant shall submit for City’ s information and approval a list of any and all subcontractorsto be usedby Consultant in the performance of the Required Services. Consultant agrees to take appropriate measures necessary to ensure that all subcontractors and personnel utilized by the Consultant to complete its obligations under this Agreement comply with all applicable laws, regulations, ordinances, and policies, whether federal, state, or local. In addition, if any subcontractor is expected to fulfill any responsibilities of the Consultant under this Agreement, Consultant Docusign Envelope ID: 5FE7748E- 3C27- 4FDD- BDE0- 244EE12E052F shall ensurethat eachand every subcontractor carries out the Consultant’s responsibilities as set forth in this Agreement.
1.10 Term. This Agreement shall commence on the earlier to occur of the Effective Date or Consultant’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 shall 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 Exhibit A, Section 4. Standard terms for billing and payment are set forth in this Section 2.
2.2 Detailed Invoicing. Consultant agreesto provide City with a detailed invoice for services performed each month, within thirty ( 30) days of the end of the month in which the services were performed, unless otherwise specified in Exhibit A. Invoicing shall begin 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 reasonabledetail. Each invoice shall include the current monthly amount being billed, the amount invoiced to date, and the remaining amount available under any approved budget. Consultant must obtain prior written authorization from City for any fees or expensesthat exceedthe estimatedbudget.
2.3 Payment to Consultant. Upon receipt of a properly prepared invoice and confirmation that the Required Services detailed in the invoice have been satisfactorily performed, City shall pay Consultant for the invoice amount within thirty ( 30) days. Paymentshall bemadein accordancewith the terms and conditions set forth in Exhibit A and section 2.4, below. At City’ s discretion, invoices not timely submitted may 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 amountdue for Required Servicesdetailed on each invoice ( the “ holdback amount”). Upon City review and determination of Project Completion, the holdback amount will be issuedto Consultant.
2.5 Reimbursementof Costs. City may reimburseConsultant’s out-of-pocket costsincurred by Consultant in the performance of the Required Services if negotiated in advance and included in Exhibit A. Unless specifically provided in Exhibit A, Consultant shall be responsiblefor any and all out-of-pocket costsincurred by Consultant in the performance of the Required Services.
2.6 Exclusions. City shall not be responsible for payment to Consultant for any fees or costs in excess of any agreedupon budget, rate or other maximum amount(s) provided for in Exhibit A. City shall also not be responsible for any cost: ( a) incurred prior to the Effective Date; or ( b) arising out of or related to the errors, omissions, negligenceor actsof willful misconduct of Consultant, its agents, employees, or subcontractors.
2.7 Payment Not Final Approval. Consultant understandsand agreesthat payment to the Consultant or reimbursement for any Consultant costs related to the performance of Required Services does not constitute a City final decision regarding whether such payment or cost reimbursement is allowable and eligible for payment under this Agreement, nor does it constitute a waiver of any violation by Consultant of the terms of this Agreement. If City determines that Consultant is not entitled to receive any amount of compensation already paid, City will notify Consultant in writing and Consultant shall promptly return such amount. 3 City of Chula Vista Agreement No.: 2024-0281
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3. INSURANCE
3.1 Required Insurance. Consultant must procure and maintain, during the period of performance of Required Services under this Agreement, and for twelve months after completion of Required Services, the policies of insurance described on the attached Exhibit B, incorporated into the Agreement by this reference the “Required Insurance”). The Required Insuranceshall also comply with all other terms of this Section.
3.2 Deductibles and Self- Insured Retentions. Any deductibles or self- insured retentions relating 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 Insurance 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 listed on the State of California List of Eligible Surplus Lines Insurers ( LESLI) with a current A. M. Best’s rating of no less than A X. For Workers’ Compensation Insurance, insuranceissuedby the StateCompensationFund is also acceptable.
3.4 Subcontractors. Consultant must include all sub-consultants/sub-contractors as insureds under its policies and/or furnish separate certificates and endorsements demonstrating separate coverage for those not under its policies. Any separate coverage for sub-consultants 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 insuredswith respectto any policy of generalliability, automobile, or pollution insurancespecified as required in Exhibit B or as may otherwise be specified by City’ s Risk Manager.. The general liability additional insured coverage must be provided in the form of an endorsementto the Consultant’s insurance using ISO CG 2010 ( 11/ 85) or its equivalent; such endorsement must not exclude Products/ Completed Operations coverage.
3.6 General Li ability Coverageto be “Primary.” Consultant’s general liability coveragemust be primary insurance as it pertains to the City, its officers, officials, employees, agents, and volunteers. Any insurance or self-insurancemaintained by the City, its officers, officials, employees, or volunteers is wholly separatefrom the insurance provided by Consultant and in no way relieves Consultant from its responsibility to provide insurance.
3.7 No Cancellation. No Required Insurancepolicy may be canceledby either Party during the required 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 insurer( s) will provide a Waiver of Subrogation in favor of the City for each Required Insurance policy under this Agreement. In addition, Consultant waives any right it may have or may obtain to subrogation for a claim against City.
3.9 Verification of Coverage. Prior to commencement of any work, Consultant shall furnish City with original certificates of insurance and any amendatory endorsementsnecessaryto demonstrate to City that Consultant has obtained the Required Insurance in compliance with the terms of this Agreement. The words will endeavor” and “but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents, or representatives” or any similar language must be deleted from all certificates. The required certificates and endorsementsshould otherwise be on industry standardforms. The City reservesthe Docusign Envelope ID: 5FE7748E- 3C27- 4FDD- BDE0- 244EE12E052F right to require, at any time, complete, certified copies of all required insurance policies, including endorsements evidencing the coverage required by these specifications.
3.10 Claims Made Policy Requirements. If General Liability, Pollution and/or AsbestosPollution 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 before 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 not replaced with another claims- made policy form with a “Retro Date” prior to the effective date of this Agreement, the Consultant must purchase “extended 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. Insurance 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 insurancecoverageprovided by Consultant maintains higher limits than the minimums appearing in Exhibit B, City requires and shall be entitled to coverage for higher limits maintained.
4. INDEMNIFICATION
4.1. General. To the maximum extent allowed by law, Consultant shall protect, defend, indemnify and hold harmlessCity, its electedandappointed officers, agents, employeesand volunteers (collectively, “Indemnified Parties”), from and against any and all claims, demands, causes of action, costs, expenses, ( including reasonableattorneys’ fees and court costs), liability, loss, damageor injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions, negligence, or willful misconduct of Consultant, its officials, officers, employees, agents, and contractors, 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 not include any claims, damages, liability, costs and expenses arising from the sole negligence or willful misconduct of the Indemnified Parties. Also covered is liability arising from, connected with, causedby or claimed to be causedby the active or passive negligent acts or omissions of the Indemnified Parties which may be in combination with the active or passive negligent actsor omissions of the Consultant, its employees, agentsor officers, or any third party.
4.2. Modified Indemnity Where Agreement Involves Design Professional Services. Notwithstanding the forgoing, if the services provided under this Agreement are design professional services, as defined by California Civil Code section 2782.8, as may be amended from time to time, the defense and indemnity obligation under Section 1, above, shall be limited to the extent required by California Civil Code section 2782.8.
4.3 Costsof Defenseand Award. Included in Consultant’s obligations underthis Section 4 is Consultant’s obligation to defend, at Consultant’ s own cost, expense and risk, any and all suits, actions or other legal 5 City of Chula Vista Agreement No.: 2024-0281
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proceedingsthat may be brought or instituted against 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 Parties for any and all related legal expenses and costs 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, Consultant’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 agreesto pay any and all costs City incurs in enforcing Consultant’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 Reform Act and the Chula Vista Conflict of Interest Code require certain government officials and consultants performing work for government agenciesto publicly disclose certain of their personal assets and income using a Statement of Economic Interests form ( Form 700).
In order to assure compliance with these requirements, 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. Independent of whether Consultant is required to file a Form 700, Consultant warrants and representsthat it hasdisclosed to City any economic interestsheld 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 warrantsandrepresentsthat it hasnot employed or retained any company or person, other than a bona fide employee or approved subcontractor working solely for Consultant, to solicit or securethis Agreement. Further, Consultant warrants and representsthat it hasnot 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, percentage, brokerage fee, gift or other consideration contingent 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 subcontractors.
Consultant further agreesto notify City in the event any suchinterest is discovered whether or not suchinterest 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 Required Services under this Agreement, in a proper or timely manner, or if Consultant shall violate any of the other covenants, agreementsor conditions of this Agreement (each a “Default”), in addition to any and all other rights and remedies City may have under this Agreement, at law or in equity, City shall have the right to terminate this Agreement by giving five ( 5) days written notice to Consultant. Such notice shall identify 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 agreesthat the specified Default is capableof being cured, City may grant Consultant up to ten ( 10) additional days after the designated termination date to effectuate such cure. In the event of a termination under this Section 6.1, Consultant shall immediately provide City any and Docusign Envelope ID: 5FE7748E- 3C27- 4FDD- BDE0- 244EE12E052F 7 City of Chula Vista Agreement No.: 2024-0281
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all ”Work Product” (defined in Section 7 below) prepared by Consultant as part of the Required Services.
Such Work Product shall be City’ s sole and exclusive property as provided in Section 7 hereof. Consultant 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 compensation 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 Suspensionfor Convenienceof City. City may suspendor terminate this Agreement, or any portion of the Required Services, at any time and for any reason, with or without cause, by giving specific written notice to Consultant of such termination or suspension at least fifteen ( 15) days prior to the effective date thereof. Upon receipt of such notice, Consultant shall immediately ceaseall work under 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 provided in Section 7 hereof. Consultant shall be entitled to receive just and equitable compensation for this Work Product in an amount equal to the amount due and payable under this Agreement for work satisfactorily performed as of the date of the termination/suspension notice plus any additional remaining Required Services requested or approved by City in advance that would maximize City’s value under the Agreement.
6.3 Waiver of Claims. In the event City terminates the Agreement in accordancewith the terms of this Section, Consultant hereby expressly waives any and all claims for damages or compensation as a result of such termination except asexpressly provided in this Section 6.
6.4 Administrative Claims Requirementsand Procedures. No suit or arbitration shall be brought arising out of this Agreement against City unless a claim has first been presented in writing and filed with City and acted upon by City in accordancewith the proceduresset forth in Chapter 1.34 of the Chula Vista Municipal 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 herein by this reference. Upon requestby City, Consultant shall meet and confer in good faith with City for the purpose of resolving any dispute over the terms of this Agreement.
6.5 Governing Law/Venue. This Agreement shall be governed by and construed in accordancewith the laws of the State of California. Any action arising under or relating to this Agreement shall be brought only in San Diego County, Stateof California.
6.6 Service of Process. Consultant agrees that it is subject to personal jurisdiction in California. If Consultant is a foreign corporation, limited liability company, or partnership that is not registered with the California Secretaryof State, Consultant irrevocably consentsto service of processon 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 any other materials or properties produced in whole or in part under this Agreement in connection with the performance of the Required Services ( collectively “ Work Product”) shall be the sole and exclusive property of City. No such Work Product shall be subject to private use, copyrights or patent rights by Consultant in the United States or in any other country without the express, prior written consent of City. City shall have unrestricted Docusign Envelope ID: 5FE7748E- 3C27- 4FDD- BDE0- 244EE12E052F 8 City of Chula Vista Agreement No.: 2024-0281
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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 other applicable laws. With respect to computer files containing data generatedasWork Product, Consultant shall make available to City, upon reasonablewritten request by City, the necessary functional computer software and hardware for purposes of accessing, 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 entered into this Agreement but for Consultant’ s unique qualifications and traits. Consultant shall not assignany of its rights or responsibilities under this Agreement, nor any part hereof, without City’ s prior written consent, which City may grant, condition or deny in its sole discretion.
8.3 Authority. The person(s) executing this Agreement for Consultant warrants and representsthat 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 executed 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 together with all exhibits attached hereto and other agreements expressly referred to herein, constitutes the entire Agreement between the Parties with respectto the subject matter contained herein. All exhibits referenced herein shall be attached hereto and are incorporated herein by reference. All prior or contemporaneousagreements, understandings, representations, warranties and statements, oral or written, are superseded.
8.6 Record Retention. During the course of the Agreement and for three ( 3) years following completion of the Required Services, Consultant agreesto maintain, intact and readily accessible, all data, documents, reports, records, contracts, and supporting materials relating to the performance of the Agreement, including 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 deliver such additional documentsand instruments asmay be reasonablyrequired in order to carry out the provisions of this Agreement and the intentions of the Parties.
8.8 Independent Contractor. Consultant is and shall at all times remain as to City a wholly independent contractor. Neither City nor any of its officers, employees, agentsor volunteers shall have control over the conduct of Consultant or any of Consultant’ s officers, employees, or agents (“ Consultant Related Individuals”), except as set forth in this Agreement. No Consultant Related Individuals shall be deemed employees of City, and none of them shall be entitled to any benefits to which City employees are entitled, including but not limited to, overtime, retirement benefits, worker's compensation benefits, injury leave or other leave benefits. Furthermore, City will not withhold state or federal income tax, social security tax or any other payroll tax with respectto any Consultant Related Individuals; instead, Consultant shall be solely responsible for the paym ent of same and shall hold the City harmless with respect to same. Consultant shall not at any time or in any manner representthat it or any of its Consultant Related Individuals are employees Docusign Envelope ID: 5FE7748E- 3C27- 4FDD- BDE0- 244EE12E052F or agents of City. Consultant shall not incur or have the power to incur any debt, obligation or liability whatsoever against City, or bind City in any manner.
8.9 Notices. All notices, demands or requests provided for or permitted to be given pursuant to this Agreement must be in writing. All notices, demands and requests to be sent to any Party shall be deemed to have been properly given or served if personally served or deposited in the United Statesmail, addressedto such Party, postage prepaid, registered or certified, with return receipt requested, at the addresses identified in this Agreement at the places of businessfor each of the designated Parties as indicated in Exhibit A, or otherwise provided in writing.
8.10 Electronic Signatures. Each Party agreesthat 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 meansany electronic sound, symbol, or processattached 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, pursuantto 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.)
9 City of Chula Vista Agreement No.: 2024-0281
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IGNATURE PAGE
CONSULTANT SERVICES AGREEMENT
IN WITNESS WHEREOF, by executing this Agreement where indicated below, City andConsultant agree that they have read and understood all terms and conditions of the Agreement, that they fully agree and consent to bound by same, and that they are freely entering into this Agreement asof the Effective Date.
BUREAU VERITAS NORTH AMERICA,
INC.
CITY OF CHULA VISTA
BY: BY:
Craig Baptista John McCann
Vice President – Facilities Division, West
Region
Mayor
ATTEST1
BY:
Kerry K. Bigelow, MMC
City Clerk
APPROVED AS TO FORM
BY:
Marco Verdugo
City Attorney
10 City of Chula Vista Agreement No.: 2024-0281
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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
jayalvarado@chulavistaca. gov
For Legal Notice Copy to:
City of Chula Vista
City Attorney
276 Fourth Avenue, Chula Vista, CA 91910
619- 691- 5037
CityAttorney@chulavistaca. gov
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 SawgrassCorporate Parkway, Suite 400
Ft. Lauderdale, FL 33323
954-233-0965
ronald. victor@bureauveritas. com
2. Required Services
A. General Description:
The Consultant shall provide professional building plan check; building inspection and fire 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 and fire inspection services, Consultant shall provide City with qualified individuals to perform required building and fire inspections for the Project. Selection of theseindividuals will be further subject to prior approval by City. Plan review services will be provided by Consultant at Consultant’ s place of business. City reservesthe right to also have Consultant provide City with qualified plan review individuals to be located at the Project site.
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Docusign Envelope ID: 5FE7748E- 3C27- 4FDD- BDE0- 244EE12E052F B. Detailed Description:
Plan Check Services
1. The Consultant shall perform plan review of submitted plans to determine compliance with City and Statecodesand regulations, including but not limited to; California Building Code; California Plumbing Code; California Mechanical Code; California Electrical Code; California Fire Code and the National Fire Protection Association Standards; California 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.
2. The Consultant shall provide the City, a typed list of items needing clarification or change to achieveconformance with the aboveregulations.
3. The Consultant shall perform all necessaryliaison with the Project’s designeeand all necessary rechecks to achieve conformance to the regulations.
4. The Consultant shall provide recommendations and act as liaison to the Building Official, or his designee, to ensurecompliance with Chula Vista Municipal Code Section 15.06.045, “Alternate Materials, Methods of Design and Methods of Construction”, and Section 15.06.060( J), Modifications.”, and to insure compliance with local policy interpretations.
5. The Consultant shall attend meetings related to the Project at the requestof the Building Official at locations other than Consultant' s office.
6. The Consultant shall perform plan reviews of revisions to plans that have previously been approved for permit issuanceor perform plan reviews of changesto plans prior to such approval.
7. When requestedby City, Consultant shall provide 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 and Fire Inspection Services
8. As requested by City, Consultant shall provide City with qualified building and fire inspection individuals to perform required building and fire inspections for the Project. 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 including but not limited to; California Building Code; California Plumbing Code; California Mechanical Code; California Electrical Code; California Fire Code andtheNational Fire Protection Association Standards; California Energy Code; California Green Building Standards Code; California Disabled Access Regulations; State Water ResourceControl Board regulations related to storm water pollution prevention; Sound Transmission Control; and, locally adopted building ordinancesand amendmentsthereof.
10. Consultant staff assignedto the Project shall verify that all work requiring special inspections is performed by qualified third- party special inspectors and that the work complies with the City’ s requirements for special inspections, construction materials testing and off- site fabrication of 12 City of Chula Vista Agreement No.: 2024-0281
Consultant Name: BUREAU VERITAS NORTH AMERICA, INC.
Docusign Envelope ID: 5FE7748E- 3C27- 4FDD- BDE0- 244EE12E052F building components.
11. Consultant staff assigned to the Project shall maintain all Project related building and fire inspection records.
12. Consultant staff assignedto the Project shall coordinate with the Building Official on 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 agencieshave approved the project.
C. Datesor Time Limits for Delivery of Deliverables:
Deliverable No. 1: Following City’s request for plan review, the Consultant shall complete the review within the following turnaround times:
Type of Review Turnaround Time
New Application Review 20 Working Days
Rechecks of New Application Review 10 Working days
Plan Change/Deferred Submittal (Minor) 5 Working days
Plan Change/ Deferred Submittal ( Major) 10 Working days Recheck to Plan Change or Deferred
Submittal
5 Working days
Deliverable No. 2: No later than one (1) workday after completion of eachplan 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 datethe Project’s designeewas notified by Consultant the plan checkwas completed;
4. The list of items needing correction or changeto 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 requestedinspections that are assignedto 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 assignedinspections.
3. Term: In accordance with Section 1.10 of this Agreement, the term of this Agreement shall begin November 5, 2024 and end on May 31, 2025 for completion of all Required Services, unlessthe City exercises the one year option to extend.
4. Compensation:
A. Form of Compensation
13 City of Chula Vista Agreement No.: 2024-0281
Consultant Name: BUREAU VERITAS NORTH AMERICA, INC.
Docusign Envelope ID: 5FE7748E- 3C27- 4FDD- BDE0- 244EE12E052F Time and Materials. For performance of the Required 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 performance of the Required Services, at the ratesor amountsasindicated below:
a. Rate Schedule
Classification Hourly Rate
hr)
Supervising Plan Check Engineer 144
Structural Engineer 138
Plan Check Engineer 126
Certified Plans Examiner 102
Fire Plans Examiner 108
CASp Specialist Plan Reviewer 126
CASp Inspector 155
Fire Inspector 150 – 175*
Lead Inspector of Record (IOR) 150 – 175*
Sr. Building Inspector/ IOR 125 – 150*
Union/ Prevailing wage rates noted by *
Fire Inspector - Min. 8 hour per inspection day
Overtime to be invoiced at 1.25 x rate
Notwithstanding the foregoing, the maximum amount to be paid to the Consultant for servicesperformed through May 31, 2025 shall not exceed $3,000,000. Should the amount paid to the Consultant for services performed 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-exceedamount may, at City’s sole discretion, be carried forward to subsequentoption years if so exercised by City. If the City exercises any additional options to extend the Agreement, the total amount to bepaid to the Consultant for servicesprovided during this Agreement andall additional optional extensionperiods shall not exceed $ 4,000, 000
B. Reimbursement of Costs
None, the compensationaboveincludes all costs
5. Special Provisions:
Notwithstanding the completion date set forth in Section 3 above, City has option to extend this Agreement 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 notice to Consultant of the City’ s election to exercise the extension via the Notice of Exercise of Option to Extend document.
Labor Code § 2750.3 Compliance. Consultant warrants and agreesthat it, and not the City, is the employer 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 City of Chula Vista Agreement No.: 2024-0281
Consultant Name: BUREAU VERITAS NORTH AMERICA, INC.
Docusign Envelope ID: 5FE7748E- 3C27- 4FDD- BDE0- 244EE12E052F In addition to Consultant’s indemnity obligations pursuantto Section 4 of the Agreement, to the maximum extent allowed by law, Consultant shall further protect, defend, indemnify, and hold harmless the Indemnified Parties from and against any and all claims, demands, causes of action, costs, employee employment benefits ( such as wages, leave, worker compensation, unemployment benefits, or pensionbenefits), 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 incident to any alleged acts, omissions, negligence, or 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 City of Chula Vista Agreement No.: 2024-0281
Consultant Name: BUREAU VERITAS NORTH AMERICA, INC.
Docusign Envelope ID: 5FE7748E- 3C27- 4FDD- BDE0- 244EE12E052F
EXHIBIT B INSURANCE
REQUIREMENTS
Consultant shall adhere to all terms and conditions of Section 3 of the Agreement and agreesto provide the following types and minimum amounts of insurance, as indicated by checking the applicable boxes ( x).
Type of Insurance Minimum Amount Form
General Liability: $ 2,000, 000 per occurrence for Insurance Services Office Form Including products and bodily injury, personal injury CG 00 01 completed operations, ( including death), and property personal and damage. If Commercial General
advertising injury Liability insurance with a general
aggregate limit is used, either the
general aggregate limit must apply
separatelyto this Agreement or the
general aggregate limit must be
twice the required occurrencelimit
Additional Insured Endorsement
or Blanket AI Endorsement for
City*
Must be primary and must not
exclude Products/ Completed
Operations
Waiver of Recovery Endorsement
Automobile Li ability $ 1,000, 000 per accident for bodily Insurance Services Office Form CA 00 01
Code 1-Any Auto
Code 8-Hired
Code 9-Non Owned
injury, including death, and
property damage
Workers’ $ 1,000, 000 each accident
1,000,000 diseasepolicy limit
1,000, 000 disease each employee
Waiver of Recovery Endorsement
Compensation
Employer’ s Liability
Professional Liability $ 1,000,000
Errors & Omissions) $ 2,000,000 aggregate
Other Negotiated Insurance Terms: “ NONE”
16 City of Chula Vista Agreement No.: 2024-0281
Consultant Name: BUREAU VERITAS NORTH AMERICA, INC.
Docusign Envelope ID: 5FE7748E- 3C27- 4FDD- BDE0- 244EE12E052F 17 City of Chula Vista Agreement No.: 2024-0281
Consultant Name: BUREAU VERITAS NORTH AMERICA, INC.
EXHIBIT C
CONSULTANT CONFLICT OF INTEREST DESIGNATION
The Political Reform Act2and the Chula Vista Conflict of Interest Code3 (“Code”) require designatedstate and local government officials, including some consultants, to make certain public disclosures using a Statementof Economic Interestsform ( Form 700). Once filed, a Form 700 is a public document, accessibleto any member of the public. In addition, consultantsdesignatedto 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 EXCLUDED5from 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 Address Applicable Designation
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
Enter email address(es) A. Full Disclosure
B. Limited Disclosure ( selectoneor more of
thecategoriesunder which the consultantshall 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 meetsthe 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 approval 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 designateeachindividual who will be providing servicesto the City pursuant to the Agreement as full disclosure, limited disclosure, or excluded from disclosure, basedon an analysis of the services the Consultant will provide. Notwithstanding this designation or anything in the Agreement, the Consultant is ultimately responsible for complying with FPPC regulations and filing requirements. If you have any questions regarding filing requirements, pleasedo not hesitate to contact the City Clerk at (619)691-5041, or the FPPC at 1 -866-ASK- FPPC, or 866) 275-3772 *2.
Pursuantto the duly adoptedCity of Chula Vista Conflict of InterestCode, this documentshall serveasthe written determinationof theconsultant’s requirementto comply with the disclosurerequirementssetforth in the Code.
Completed by: Shayne Wagner
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. 4th261; FPPC Reg. 18700.3 (Consultant defined asan “individual” who participates in making a governmental decision; “individual” doesnot include corporation or limited liability company).
Docusign Envelope ID: 5FE7748E- 3C27- 4FDD- BDE0- 244EE12E052F