HomeMy WebLinkAboutBureau Veritas North America Inc; 2015-01-30; TRAN1198Kathy Hamilton
Subject: Bureau Veritas North America
From: Rhonda Gasper-Heather
Sent: Thursday, March 31, 2016 6:02 PM
To: Donna Heraty <Donna.Heraty@carlsbacica.gov>; Kathy Hamilton <Kathy.Hamilton@carlsbadca.gov>
Cc: Jennifer Gowen <Jennifer.Gowen@carlsbadca.gov>
Subject: Bureau Veritas North America
Please add the Agreement ID # to the HPRM file name — TRAN1198 dated 1/30/2015.
Thank you.
Rhonda
CAR ;BAD
Rhonda Heather
Contract Administrator
Public Works Contract Administration
1635 Faraday Avenue
Carlsbad CA 92008
760 602 2767 - phone
760 602 8562 - fax
rhonda.gasper-heather@carlsbadca.gov
AGREEMENT FOR CONSTRUCTION SUPPORT SERVICES ON PROJECT NO. 3957, EL
CAMINO REAL ROAD WIDENING, TAMARACK AVENUE TO CHESTNUT AVENUE
(BUREAU VERITAS NORTH AMERICA, INC.)
THIS AGREEMENT is made and entered into as of the 3cr^ day of
'jrcxj\ucx.(rc/ , 20 /S". by and between the CITY OF CARLSBAD, a municipal
corporation, ("Citsn, and BUREAU VERITAS NORTH AMERICA, INC. a Delaware corporation
("Contractor").
RECITALS
A. City requires the professional services of a company experienced in construction
project design support services.
B. Contractor has the necessary experience in providing professional services and
advice related to project construction and design.
C. Contractor has submitted a proposal to City and has affinned its willingness and
ability to perform such work.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants
contained herein. City and Contractor agree as follows:
1. SCOPE OF WORK
City retains Contractor to perform, and Contractor agrees to render, those services (the
"Services") that are defined in attached Exhibit "A", which is incorporated by this reference in
accordance with this Agreement's terms and conditions.
2- STANDARD OF PERFORMANCE
While perfonning the Services, Contractor will exercise the reasonable professional care and skill
customarily exercised by reputable members of Contractor's profession practicing in the
Metropolitan Southern California Area, and will use reasonable diligence and best judgment while
exercising its professional skill and expertise.
3. TERM
The temn of this Agreement will be effective for a period of two years from the date first above
written. The City Manager may amend the Agreement to extend it for one additional one year
periods or parts thereof in an amount not to exceed ninety nine thousand five hundred eighty
dollars ($99,580) per Agreement year. Extensions will be based upon a satisfactory review of
Contractor's perfonnance. City needs, and appropriation of funds by the City Ctouncil. The parties
will prepare a written amendment indicating the effective date and length of the extended
Agreement.
4. TIME IS OF THE ESSENCE
Time is of the essence for each and every provision of this Agreement.
5. COMPENSATION
The total fee payable for the Services to be performed during the initial Agreement temn will be
ninety nine thousand five hundred eighty doiiars ($99,580). No other compensation for the
Services will be allowed except for items covered by subsequent amendments to this Agreement.
The City reserves the right to withhold a ten percent (10%) retention until City has accepted the
work and/or Services specified in Exhibit "A".
Incremental payments, if applicable, should be made as outlined in attached Exhibit "A".
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6. STATUS OF CONTRACTOR
Contractor will perform the Services in Contractor's own way as an independent contractor and
in pursuit of Contractor's independent calling, and not as an employee of City. (Contractor will be
under control of City only as to the result to be accomplished, but wiii consult with City as
necessary. The persons used by Contractor to provide services under this Agreement will not be
considered employees of City for any purposes.
The payment made to Contractor pursuant to the Agreement will be the full and complete
compensation to which (Contractor is entitled. City will not make any federal or state tax
withholdings on behalf of Contractor or its agents, employees or subcontractors. City v^ll not be
required to pay any workers' compensation insurance or unemployment contributions on behalf
of (Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty
(30) days for any tax, retirement contribution, social security, overtime payment, unemployment
payment or wori<ers' compensation payment which City may be required to make on behalf of
(Contractor or any agent, employee, or subcontractor of Contractor for wori< done under this
Agreement. At the City's election. City may deduct the indemnification amount from any balance
owing to Contractor.
7. SUBCONTRACTING
(Contractor will not subcontract any portion of the Services without prior written approval of City.
If (Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the
acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly
employed by the subcontractor, as (Contractor is for the acts and omissions of persons directly
employed by (Contractor. Nothing contained in this Agreement will create any contractual
relationship between any subcontractor of (Contractor and City. (Contractor will be responsible for
payment of subcontractors. (Contractor will bind every subcontractor and every subcontractor of
a subcontractor by the terms of this Agreement applicable to (Contractor's wori< unless specifically
noted to the contrary in the subcontract and approved in writing by City.
8. OTHER CONTRACTORS
The City reserves the right to employ other Contractors in connection with the Services.
9. INDEMNIFICATION
(Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees
and volunteers from and against all claims, damages, losses and expenses including attorneys
fees arising out of the performance of the wori< described herein caused by any negligence,
recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or
indirectly employed by any of them or anyone for whose acts any of them may be liable.
The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or
makes to or on behalf of an injured employee under the City's self-administered workers'
compensation is included as a loss, expense or cost for the purposes of this section, and that this
section will survive the expiration or eariy termination of this Agreement.
10. INSURANCE
(Contractor will obtain and maintain for the duration of the Agreement and any and all
amendments, insurance against claims for injuries to persons or damage to property which may
arise out of or in connection with performance of the services by Contractor or Contractor's
agents, representatives, employees or subcontractors. The insurance will be obtained from an
insurance earner admitted and authorized to do business in the State of (Califomia. The insurance
carrier is required to have a current Best's Key Rating of not less than "A-:VH". OR with a surplus
City Attomey Approved Version 1/30/13
line insurer on the State of California's List of Eligible Surplus Line Insurers (LESLI) with a rating
in the latest Best's Key Rating Guide of at least "A:X".
10.1 (Coveraqes and Limits.
(Contractor will maintain the types of coverages and minimum limits indicated below, unless Risk
Manager or City Manager approves a lower amount. These minimum amounts of coverage will
not constitute any limitations or cap on Contractor's indemnification obligations under this
Agreement. City, its officers, agents and employees make no representation that the limits of the
insurance specified to be carried by (Contractor pursuant to this Agreement are adequate to
protect (Contractor. If (Contractor believes that any required insurance coverage is inadequate,
(Contractor will obtain such additional insurance coverage, as (Contractor deems adequate, at
Contractor's sole expense.
10.1.1 Commercial General Liabilitv Insurance. $1,000,000 combined single-limit
per occun-ence for bodily injury, personal injury and property damage. If the submitted policies
contain aggregate limits, general aggregate limits will apply separately to the work under this
Agreement or the general aggregate will be twice the required per occurrence limit.
10.1.2 Automobile Liabilitv. (if the use of an automobile is involved for Contractor's
work for City). $1,000,000 combined single-limit per accident for bodily injury and property
damage.
10.1.3 Workers' (Compensation and Emplover's Liabilitv. Workers' Compensation
limits as required by the (Califomia Labor (Code. Workers' Compensation will not be required if
(Contractor has no employees and provides, to City's satisfaction, a declaration stating this.
10.1.4 Professional Liabilitv. Errors and omissions liability appropriate to
Contractor's profession with limits of not less than $1,000,000 per claim. (Coverage must be
maintained for a period of five years following the date of completion of the work.
I I If box is checked, Professional Liability
City's Initials Contractor's Initials Insurance requirement is waived.
10.2. Additional Provisions. (Contractor will ensure that the policies of insurance required under
this Agreement contain, or are endorsed to contain, the following provisions:
10.2.1 The City will be named as an additional insured on Commercial General
Liability which shall provide primary coverage to the City.
10.2.2 (Contractor will obtain occun-ence coverage, excluding Professional
Liability, which will be written as claims-made coverage.
10.2.3 This insurance will be in force during the life of the Agreement and any
extensions of it and will not be canceled without thirty (30) days prior written notice to City sent
by certified mail pursuant to the Notice provisions of this Agreement.
10.3 Providinq (Certificates of Insurance and Endorsements. Prior to City's execution of this
Agreement, (Contractor will furnish certificates of insurance and endorsements to City.
10.4 Failure to Maintain Coveraqe. If Contractor fails to maintain any of these insurance
coverages, then City will have the option to declare (Contractor in breach, or may purchase
replacement insurance or pay the premiums that are due on existing policies in order to maintain
City Attomey Approved Version 1/30/13
the required coverages. (Contractor is responsible for any payments made by City to obtain or
maintain insurance and City may collect these payments from Contractor or deduct the amount
paid from any sums due (Contractor under this Agreement.
10.5 Submission of Insurance Policies. City reserves the right to require, at anytime, complete
and certified copies of any or all required insurance policies and endorsements.
11. BUSINESS LICENSE
(Contractor will obtain and maintain a City of (Carisbad Business License for the term of the
Agreement, as may be amended from time-to-time.
12. ACCOUNTING RECORDS
(Contractor will maintain complete and accurate records with respect to costs incurred under this
Agreement. All records will be cleariy identifiable. (Contractor will allow a representative of City
during normal business hours to examine, audit, and make transcripts or copies of records and
any other documents created pursuant to this Agreement. (Contractor will allow inspection of all
work, data, documents, proceedings, and activities related to the Agreement for a period of three
(3) years from the date of final payment under this Agreement.
13. OWNERSHIP OF DOCUMENTS
All work product produced by Contractor or its agents, employees, and subcontractors pursuant
to this Agreement is the property of City. In the event this Agreement is tenninated, all wori<
product produced by (Contractor or its agents, employees and subcontractors pursuant to this
Agreement will be delivered at once to City. (Contractor will have the right to make one (1) copy
of the work product for Contractor's records.
14. COPYRIGHTS
(Contractor agrees that all copyrights that arise from the services will be vested in City and
(Contractor relinquishes all claims to the copyrights in favor of City.
15. NOTICES
The name of the persons who are authorized to give written notices or to receive written notice
on behalf of City and on behalf of Contractor under this Agreement.
For Citv For Contractor
Name Patrick Vaughan Name y. |-|fnn..j l4ui^/^A^^
Title Engineering Manager Title Pff-^r-i^r i)-^ ("^f rn-fihv^
Department PW/CM&I Address lUloC ?\Q(jfjie. A\A^-UUL ^#-O?6O
City of Carlsbad CJOSVI fA^An^ ^ oA ^SlUaUL
Address 5950 El (Camino Real Phone No. T-lM - H3t - HlOS
Carisbad, CA 92008 Email \j]pfinn^ .j^uOn^iOii.^ ..b^j r^nuK/bf i^GS..
Phone No. 760-602-2780 x7321
Each party will notify the other immediately of any changes of address that would require any
notice or delivery to be directed to another address.
City Attomey Approved Version 1/30/13
16. CONFLICT OF INTEREST
(Contractor shall file a (Conflict of Interest Statement with the City Clerk in accordance with the
requirements of the City of (Carisbad (Conflict of Interest (Code. The (Contractor shall report
investments or interests in all four categories.
17. GENERAL COMPLIANCE WITH LAWS
(Contractor will keep fully informed of federal, state and local \a\NS and ordinances and regulations
which in any manner affect those employed by (Contractor, or in any way affect the performance
of the Services by (Contractor. (Contractor will at all times observe and comply with these laws,
ordinances, and regulations and will be responsible for the compliance of (Contractor's services
with all applicable laws, ordinances and regulations.
Contractor will be aware of the requirements of the Immigration Reform and (Control Act of 1986
and will comply with those requirements, including, but not limited to, verifying the eligibility for
employment of all agents, employees, subcontractors and consultants whose services are
required by this Agreement.
18. DISCRIMINATION AND HARASSMENT PROHIBITED
(Contractor will comply with all applicable local, state and federal laws and regulations prohibiting
discrimination and harassment.
19. DISPUTE RESOLUTION
If a dispute should arise regarding the perfonnance of the Services the following procedure will
be used to resolve any questions of fact or interpretation not otherwise settled by agreement
between the parties. Representatives of Contractor or City will reduce such questions, and their
respective views, to writing. A copy of such documented dispute will be fonwarded to both parties
involved along with recommended methods of resolution, which would be of benefit to both
parties. The representative receiving the letter will reply to the letter along with a recommended
method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory
to the aggrieved party, a letter outlining the disputes will be fonwarded to the City Manager. The
City Manager will consider the facts and solutions recommended by each party and may then opt
to direct a solution to the problem. In such cases, the action of the City Manager will be binding
upon the parties involved, although nothing in this procedure will prohibit the parties from seeking
remedies available to them at law.
20. TERMINATION
In the event of the (Contractor's failure to prosecute, deliver, or perform the Services, City may
tenninate this Agreement for nonperfomriance by notifying (Contractor by certified mail of the
tennination. If City decides to abandon or indefinitely postpone the work or services contemplated
by this Agreement, City may tenninate this Agreement upon written notice to (Contractor. Upon
notification of tennination, (Contractor has five (5) business days to deliver any documents owned
by City and all work in progress to City address contained in this Agreement. City will make a
detemination of fact based upon the woric product delivered to City and of the percentage of work
that (Contractor has performed which is usable and of worth to City in having the Agreement
completed. Based upon that finding City will determine the final payment of the Agreement.
Either party upon tendering thirty (30) days written notice to the other party may tenninate this
Agreement. In this event and upon request of City, (Contractor will assemble the woric product and
put it in order for proper filing and closing and deliver it to City. (Contractor will be paid for wori<
perfonned to the tennination date; however, the total will not exceed the lump sum fee payable
under this Agreement. City will make the final determination as to the portions of tasks completed
and the compensation to be made.
City Attomey Approved Version 1/30/13
21. COVENANTS AGAINST CONTINGENT FEES
Contractor warrants that (Contractor has not employed or retained any company or person, other
than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that
(Contractor has not paid or agreed to pay any company or person, other than a bona fide
employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration
contingent upon, or resulting from, the award or making of this Agreement. For breach or violation
of this wan-anty. City will have the right to annul this Agreement without liability, or, in its discretion,
to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the
fee, commission, percentage, brokerage fees, gift, or contingent fee.
22. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must
be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation
of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is
submitted to City, it may be considered fraud and (Contractor may be subject to criminal
prosecution. (Contractor acknowledges that (California Govemment Code sections 12650 et seq..
the False Claims Act applies to this Agreement and, provides for civil penalties where a person
knowingly submits a false claim to a public entity. These provisions include false claims made
with delitierate ignorance of the false information or in reckless disregard of the truth or falsity of
information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to
recover its litigation costs, including attorney's fees. (Contractor acknowledges that the filing of a
false claim may subject Contractor to an administrative debarment proceeding as the result of
which Contractor may be prevented to act as a (Contractor on any public work or improvement for
a period of up to five (5) years. (Contractor acknowledges debarment by another jurisdiction is
grounds for City to tenninate this Agreement.
23. JURISDICTIONS AND VENUE
Any action at law or in equity brought by either of the parties for the purpose of enforcing a right
or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the
County of San Diego, State of California, and the parties waive all provisions of law providing for
a change of venue in these proceedings to any other county.
24. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon City and (Contractor
and their respective successors. Neither this Agreement or any part of it nor any monies due or
to become due under it may be assigned by (Contractor without the prior consent of City, which
shall not be unreasonably withheld.
25. ENTIRE AGREEMENT
This Agreement, together with any other written document refen-ed to or contemplated by it, along
with the purchase order for this Agreement and its provisions, embody the entire Agreement and
understanding between the parties relating to the subject matter of it. In case of conflict, the tenns
of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions
may be amended, modified, waived or discharged except in a writing signed by both parties.
City Attomey Approved Version 1/30/13
26. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf of
(Contractor each represent and wan-ant that they have the legal power, right and actual authority
to bind (Contractor to the terms and conditions of this Agreement.
CONTRACTOR CITY OF CARLSBAD, a municipal
corporation of the State of (California
By: .
(sign here) City rotenager-ef-i^§yor or Divioion DirooteT
ac authorized by the City MonogGr-
(print name/title) ^
ATTEST:
By: ^
(sign here) BARBARA ENGLESON
(print name/title)
If required by City, proper notarial acknowledgment of execution by contractor must be attached.
If a corporation. Agreement must be signed by one corporate officer from each of the following
two groups.
Group A Group B
Chaimnan, Secretary,
President, or Assistant Secretary,
Vice-President CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant
secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CELIA A. BREWER, City Attorney
BY:_^
Assistant Cit City Attorney
City Attomey Approved Version 1/30/13
BUREAU
VERITAS
EXHIBIT "A"
El Camino Real - December 5, 2014
The following Scope of Work addresses the design support services during the (Construction Phase.
The services will include Construction Support, Construction Meetings and As-Built Drawings. The
design services shall be paid as time and materials not to exceed the amount specified.
TASK
NO.
TASK DESCRIPTION DELIVERABLE
1 Additional Project Management and Coordination
The design team will perform the necessary Project Management and
Coordination duties for the project during Bid & Award and Construction
Phases. This task shall be paid as time and materials not to exceed the
amount specified. Such activities include, but are not limited to, the
following:
1. Attend team meetings
2. Schedule for completion of tasks
3. Correspondence
4. Cost Accounting
5. Quality (Control / Quality Assurance
• Provide updated
schedules for task
completion (upon
request)
• Project
Status/Progress
(upon request)
2 Construction Contract Phase
Provide support services during the construction contract phase. This
task shall be paid as time and materials not to exceed the amount
specified. This includes but is not limited to:
1. Review shop drawings and Contractor material submittals.
Submittal reviews shall be limited to one original submittal per
requirement, and one additional review if original submittal is not
accepted. Review comments shall be provided in written fonn
within five (5) business days of receipt of shop drawings or
submittals from the City of Carisbad.
2. Respond to Contractor Requests for Information (RFls) or
Requests for Change (RFCs). Responses shall be provided for
up to 12 RFIs/RFCs, and 12 RFI re-submittals (if needed) within
five (5) business days of receipt of RFI or RFC.
3. Assist the City of Carisbad in resolving on-site construction
conflicts and/or traffic related issues. Perform site visits as
requested to assist in formulation of responses.
Review Shop
Drawings
Review Contractor
Materials
Submittals
Respond to RFI's
Respond to RFCs
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BUREAU
VEBiTAS
4. Provide technical opinion of any "Or Equal" Contractor
submittals, and/or Value Engineering requests.
5. Assist in compliance with technical requirements of the Project
permits, if needed.
3 Construction Meetings
Coordinate with and attend meetings with the City of Carisbad staff as
requested. The meetings may include pre-construction, and on-site
inspections or coordination meetings. This assumes a total of 6
Meetings. This task shall be paid as time and materials not to exceed
the amount specified.
• Attend Meetings
4 As-Built Record Drawings Phase
Prepare the as-built record drawings. This task shall be paid as time and
materials and not to exceed the amount specified. This includes but is
not limited to:
1. Processing Field Changes from the Resident Engineer
2. Preparing the Final Mylar Drawings.
• Processing Field
Changes
• Final Myiar
Drawings
Assumptions:
It is assumed this project will be completed within two (2) years of receiving the signed notice to
proceed.
P:\16764 El Camino Real\MS Word Files\CC0\CC011 Construction Admin\CC011 - Exhibit A - 12-5-14.doc 2 of 3
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