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HomeMy WebLinkAboutBureau Veritas Agreement RedactedAGREEMENT THIS AGREEMENT is made and entered into in the City of San Luis Obispo on ________________, by and between the CITY OF SAN LUIS OBISPO, a municipal corporation, hereinafter referred to as City, and BUREAU VERITAS NORTH AMERICA, INC., hereinafter referred to as Consultant. W I T N E S S E T H: WHEREAS, the City wishes to retain Consultant to conduct plan review and inspection services under City Specification No. 2019-4006-01. WHEREAS, Consultant is qualified to perform this type of service and has submitted a proposal to do so which has been accepted by City. NOW THEREFORE, in consideration of their mutual promises, obligations and covenants hereinafter contained, the parties hereto agree as follows: 1. TERM. The term of this Agreement shall be for three years from the date this Agreement is made and entered, as first written above. 2. INCORPORATION BY REFERENCE. City Specification No. 2019-4006-01, and Consultant 's proposal dated May 28, 2019 are hereby incorporated in and made a part of this Agreement. To the extent that there are any conflicts , the terms of the signed by both parties. 3. CITY'S OBLIGATIONS. For providing services as specified in this Agreement, City will pay and Consultant shall receive therefor the agreed-upon percentage, and/ or fees, proposal. 4. CONSULTANTS OBLIGATIONS. For and in consideration of the payments and agreements herein before mentioned to be made and performed by City, Consultant agrees with City to provide services as set forth in C 5. AMENDMENTS. Any amendment, modification or variation from the terms of this Agreement shall be in writing and shall be effective only upon approval by the Community Development Director of the City. Agreement Page 2 6. COMPLETE AGREEMENT. This written Agreement, including all writings specifically incorporated herein by reference, shall constitute the complete agreement between the parties hereto. No oral agreement, understanding, or representation not reduced to writing and specifically incorporated herein shall be of any force or effect, nor shall any such oral agreement, understanding, or representation be binding upon the parties hereto. 7. NOTICE. All written notices to the parties hereto shall be sent by United States mail, postage prepaid by registered or certified mail addressed as follows: City: City of San Luis Obispo 990 Palm Street San Luis Obispo, CA 93401 Consultant: Bureau Veritas North America, Inc. 5905 Capistrano Avenue, Suite F Atascadero, CA 93422 8. AUTHORITY TO EXECUTE AGREEMENT. Both City and Consultant do covenant that each individual executing this agreement on behalf of each party is a person duly authorized and empowered to execute Agreements for such party. IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed the day and year first above written. CITY OF SAN LUIS OBISPO, A Municipal Corporation By:_____________________________________ City Manager APPROVED AS TO FORM: CONSULTANT ________________________________ By: _____________________________________ City Attorney Agreement Page 3 GENERAL TERMS AND CONDITIONS 1. Insurance Requirements. The Consultant shall provide proof of insurance in the form, coverages and amounts specified in Section E of the Request for Proposals, unless changes are otherwise approved by City. 2. Business License & Tax. The Consultant must have a valid City of San Luis Obispo business license & tax certificate before execution of the contract. Additional information -7134. 3. Ability to Perform. The Consultant warrants that it possesses, or has arranged through subcontracts, all capital and other equipment, labor, materials, and licenses necessary to carry out and complete the work hereunder in compliance with all federal, state, county, city, and special district laws, ordinances, and regulations. 4. Laws to be Observed. The Consultant shall keep itself fully informed of and shall observe and comply with all applicable state and federal laws and county and City of San Luis Obispo ordinances, regulations and adopted codes during its performance of the work. 5. Payment of Taxes. The contract prices shall include full compensation for all taxes that the Consultant is required to pay. 6. Permits and Licenses. The Consultant shall procure all permits and licenses, pay all charges and fees, and give all notices necessary. 7. Safety Provisions. The Consultant shall conform to the rules and regulations pertaining to safety established by OSHA and the California Division of Industrial Safety. 8. Public and Employee Safety. Whenever the Consultant hazardous to the public or City employees, it shall, at its expense and without cost to the City, furnish, erect and maintain such fences, temporary railings, barricades, lights, signs and other devices and take such other protective measures as are necessary to prevent accidents or damage or injury to the public and employees. 9. Preservation of City Property. The Consultant shall provide and install suitable safeguards, approved by the City, to protect City property from injury or damage. If City property is injured or damaged resulting from the Consultant restored at the Consultant ll be replaced or restored to a condition as good as when the Consultant began work. 10. Immigration Act of 1986. The Consultant warrants on behalf of itself and all subcontractors engaged for the performance of this work that only persons authorized to work in the United State pursuant to the Immigration Reform and Control Act of 1986 and other applicable laws shall be employed in the performance of the work hereunder. 11. Consultant Non-Discrimination. In the performance of this work, the Consultant Agreement Page 4 agrees that it will not engage in, nor permit such subcontractors as it may employ, to engage in discrimination in employment of persons because of age, race, color, sex, national origin or ancestry, sexual orientation, or religion of such persons. 12. Work Delays. Should the Consultant be obstructed or delayed in the work required to be done hereunder by changes in the work or by any default, act, or omission of the City, or by strikes, fire, earthquake, or any other Act of God, or by the inability to obtain materials, equipment, or labor due to federal government restrictions arising out of defense or war periods as may be agreed upon by the City and the Consultant. In the event that there is insufficient time to grant such extensions prior to the completion date of the contract, the City may, at the time of acceptance of the work, waive liquidated damages that may have accrued for failure to complete on time, due to any of the above, after hearing evidence as to the reasons for such delay, and making a finding as to the causes of same. 13. Payment Terms. original invoice and acceptance by the City of the materials, supplies, equipment, or services provided by the Consultant (Net 30). 14. Inspection. The Consultant shall furnish City with every reasonable opportunity for City to ascertain that the services of the Consultant are being performed in accordance with the requirements and intentions of this contract. All work done, and all materials furnished, if any, relieve Consultant of any of its obligations to fulfill its contract requirements. 15. Audit. The City shall have the option of inspecting and/or auditing all records and other written materials used by Consultant in preparing its invoices to City as a condition precedent to any payment to Consultant. 16. Interests of Consultant. The Consultant covenants that it presently has no interest, and shall not acquire any interest direct, indirect or otherwise that would conflict in any manner or degree with the performance of the work hereunder. The Consultant further covenants that, in the performance of this work, no subcontractor or person having such an interest shall be employed. The Consultant certifies that no one who has or will have any financial interest in performing this work is an officer or employee of the City. It is hereby expressly agreed that, in the performance of the work hereunder, the Consultant shall at all times be deemed an independent contractor and not an agent or employee of the City. 17. Hold Harmless and Indemnification. (a) Non-design, non-construction Professional Services: To the fullest extent permitted by law (including, but not limited to California Civil Code Sections 2782 and 2782.8), Consultant shall indemnify, defend, and hold harmless the City, and its elected officials, officers, employees, volunteers, and agent action, claims, liabilities, obligations, judgments, or damages, including reasonable legal Agreement Page 5 Con or damage arising from the sole negligence or willful misconduct of the City. In the event the City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising tion, reimburse the City Indemnitees their costs of defense, including reasonable legal fees, incurred in defense of such claims. (b) Non-design, construction Professional Services: To the extent the Scope of Services that phrase is used in Civil Code Section 2783, this paragraph shall apply in place of paragraph A. To the fullest extent permitted by law (including, but not limited to California Civil Code Sections 2782 and 2782.8), Consultant shall indemnify, defend, and hold harmless the City, and its elected officials, officers, employees, volunteers, and obligations, judgments, or damages, including reasonable legal couns perform its obligations under this Agreement or out of the operations conducted by Consultant, except for such loss or damage arising from the active negligence, sole negligence or willful misconduct of the City. In the event the City Indemnitees are made a party to any action, lawsuit, Consultant sha City Indemnitees their costs of defense, including reasonable legal fees, incurred in defense of such claims. (c) Design Professional Services: In the event are used in Civil Code Section 2782.8, this paragraph shall apply in place of paragraphs A or B. To the fullest extent permitted by law (including, but not limited to California Civil Code Sections 2782 and 2782.8) Consultant shall indemnify, defend and hold harmless the City and its from and against all claims, damages, injuries, losses, and expenses including costs, attorney fees, expert consultant and expert witness fees arising out of, pertaining to or relating to, the negligence, recklessness or willful misconduct of Consultant, except to the extent caused by the sole negligence, active negligence or willful misconduct of the City. Negligence, recklessness or willful misconduct of any subcontractor employed by Consultant shall be conclusively deemed to be the negligence, recklessness or willful misconduct of Consultant unless adequately corrected by Consultant. In the event the City Indemnitees are made a party to any action, Agreement, the Consul option, reimburse the City Indemnitees their costs of defense, including reasonable legal fees, incurred in defense of such claims. In no event shall the cost to defend charged to Consultant notwithstanding the previous sentence, in the event one or more defendants is unable to pay its share of defense costs due to bankruptcy or dissolution of the business, Consultant shall meet and confer with other parties regarding unpaid defense costs. Agreement Page 6 fication or defense obligations. This Section survives completion of the services or the termination of this contract. The provisions of this Section are not limited by and do not affect the provisions of this contract relating to insurance. 18. Contract Assignment. The Consultant shall not assign, transfer, convey or otherwise dispose of the contract, or its right, title or interest, or its power to execute such a contract to any individual or business entity of any kind without the previous written consent of the City. 19. Termination for Convenience. The City may terminate all or part of this Agreement for any or no reason at any time by giving 30 days written notice to Consultant. Should the City terminate this Agreement for convenience, the City shall be liable as follows: (a) for standard or off-the-shelf products, a reasonable restocking charge not to exceed ten (10) percent of the total purchase price; (b) for custom products, the less of a reasonable price for the raw materials, components work in progress and any finished units on hand or the price per unit reflected on will be the lesser of a reasonable price for the services rendered prior to termination, or the price for the services reflected on this Agreement. Upon termination notice from the City, Consultant progress and finished goods. 20. Termination. If, during the term of the contract, the City determines that the Consultant is not faithfully abiding by any term or condition contained herein, the City may notify the Consultant in writing of such defect or failure to perform. This notice must give the Consultant a 10 (ten) calendar day notice of time thereafter in which to perform said work or cure the deficiency. If the Consultant has not performed the work or cured the deficiency within the ten days specified in the notice, such shall constitute a breach of the contract and the City may terminate the contract immediately by written notice to the Consultant to said effect. Thereafter, neither party shall have any further duties, obligations, responsibilities, or rights under the contract except, however, any and all obligations of the Consultant effect, and shall not be extinguished, reduced, or in any manner waived by the terminations thereof. In said event, the Consultant shall be entitled to the reasonable value of its services performed s fees or charges for goods or services as of the last milestone or task satisfactorily delivered or completed by the Consultant as may be set forth in the Agreement payment schedule; compensation for any other work, services or goods performed or provided by the Consultant value of the work-in-progress in completing the overall work scope. The City reserves the right to delay any such payment until completion or confirmed Agreement Page 7 abandonment of the project, as full and complete accounting of costs. In no event, however, shall the Consultant be entitled to receive in excess of the compensation quoted in its proposal. Certificate Of Completion Envelope Id: B46DB04B7F594E28A1B350251D84A462 Status: Completed Subject: Please DocuSign: BV Contract.pdf, BV Proposal.pdf Source Envelope: Document Pages: 56 Signatures: 3 Envelope Originator: Certificate Pages: 5 Initials: 0 Daniel Clancy AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) dclancy@slocity.org IP Address Record Tracking Status: Original 10/19/2019 4:51:26 PM Holder: Daniel Clancy dclancy@slocity.org Location: DocuSign Signer Events Signature Timestamp Bryan Spain bryan@californiacodecheck.com Vice President Security Level: Email, Account Authentication (None) Signature Provider Details: Signature Type: DS Electronic Signature Adoption: Drawn on Device Using IP Address: Sent: 10/19/2019 4:54:44 PM Viewed: 10/20/2019 3:17:13 PM Signed: 10/20/2019 3:19:27 PM Electronic Record and Signature Disclosure: Accepted: 10/20/2019 3:17:13 PM ID: f0ba98c9-32ab-4310-9f00-c109b96b171a Charles Bell for Christine Dietrick cbell@slocity.org Assistant City Attorney City of San Luis Obispo Security Level: Email, Account Authentication (None) Signature Provider Details: Signature Type: DS Electronic Signature Adoption: Pre-selected Style Using IP Address: Sent: 10/20/2019 3:19:29 PM Viewed: 10/21/2019 8:29:52 AM Signed: 10/21/2019 8:32:14 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Greg Hermann for Derek Johnson ghermann@slocity.org Interim Deputy City Manager Security Level: Email, Account Authentication (None) Signature Provider Details: Signature Type: DS Electronic Signature Adoption: Pre-selected Style Using IP Address: Sent: 10/21/2019 8:32:18 AM Viewed: 10/21/2019 8:40:04 AM Signed: 10/21/2019 8:41:39 AM Electronic Record and Signature Disclosure: Accepted: 10/21/2019 8:40:04 AM ID: 378424de-647a-45a9-97db-94bd1f4c1ab3 In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Mark Sadowski msadowsk@slocity.org Security Level: Email, Account Authentication (None) Signature Provider Details: Signature Type: DS Electronic Sent: 10/21/2019 8:41:43 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Bryan Spain bryan@californiacodecheck.com Vice President Security Level: Email, Account Authentication (None) Signature Provider Details: Signature Type: DS Electronic Sent: 10/21/2019 8:41:44 AM Electronic Record and Signature Disclosure: Accepted: 10/20/2019 3:17:13 PM ID: f0ba98c9-32ab-4310-9f00-c109b96b171a Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 10/21/2019 8:41:44 AM Certified Delivered Security Checked 10/21/2019 8:41:44 AM Signing Complete Security Checked 10/21/2019 8:41:44 AM Completed Security Checked 10/21/2019 8:41:44 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure