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HomeMy WebLinkAbout4.05 Consolidate Agmts Building & Safety Svcs CITY CLERK File # D~-[3[Q] AGENDA STATEMENT CITY COUNCIL MEETING DATE: April 3, 2007 SUBJECT: Consolidation of Existing Agreements with Linhart, Petersen, Powers and Associates and Berryman & Henigar into a Consulting Services Agreement with Bureau Veritas North America, Inc. for Building and Safety Services Report prepared by Gregory Shreeve, Building Official >e_., ATTACHMENTS: 1) Resolution consolidating the existing agreements with Linhart, Petersen, Powers and Associates and Berryman & Henigar into a Consulting Services Agreement with Bureau Veritas North America, Inc. for building and safety services (with the Consulting Services Agreement attached as Exhibit A to the Resolution). 2) Letter from Bureau Veritas North America, Inc. requesting name change. RECOMMENDATION: ~ _r-/' Adopt Resolution consolidating the existing agreements with ~lflY Linhart, Petersen, Powers and Associates and Berryman & Henigar '\ into a Consulting Services Agreement with Bureau Veritas North America, Inc. for building and safety services (Attachment 1) and authorize the City Manager to sign on behalf ofthe City. FINANCIAL STATEMENT: Under this Agreement Bureau Veritas North America, Inc. will provide building inspection and plan review services. Funding will be included in the Fiscal Year 2007-2008 preliminary budget. DESCRIPTION: In 1995, the City contracted with the firm Linhart, Petersen, Powers and Associates (LP2A) for building and safety services. The City added the firm Berryman & Henigar in 2004 in order to better meet the demand for building safety services in the City. Pursuant to these two existing agreements, LP2A and Berryman & Henigar have provided services that are satisfactory, professional and competitive. ------------------------------------------------------------------------------------------------------------- COPY TO: File Bureau Veritas North America, Inc. Page 1 of2 ITEMNO.~ C/ J:\Agendas\2007\Bureau Veritas CC 4.3.07\lp amendments 4.3.07\BureauVeritas CCSR LP.DOC In 2005, LP2A and Berryman & Henigar joined the global firm of Bureau Veritas North America, Inc. Bureau Veritas North America, Inc. has requested that the existing agreements with LP2A and Berryman & Henigar be consolidated into an agreement with Bureau Veritas North America, Inc. (See Attachment 2.) Due to cyclical construction activity, the City has found that this type of contract arrangement best suits the City's building and safety services needs. Bureau Veritas North America, Inc. proposed rate schedule is based on a sliding scale of complexity of review and is similar to the rate schedule approved by the City Council in December 2005 for LP2A. The revisions are a reduction in rates for the Principal and Senior Plans Examiner of $10 per hour and Plan Review Engineer/Architect and Plans Examiner of $5 per hour. All other rates remain unchanged. Bureau Veritas North America, Inc. has agreed that the proposed rates would be effective through June 30, 2009. The proposed Resolution (Attachment 1) would cancel the City's existing agreements with LP2A and Berryman & Henigar for building and safety services and approve an agreement with Bureau Veritas North America, Inc. for such services, to be signed by the City Manager on behalf ofthe City. RECOMMENDATION: Staff recommends that the City Council adopt the Resolution consolidating the existing agreements with Linhart, Petersen, Powers and Associates and Berryman & Henigar for building and safety services and approving an agreement with Bureau Veritas North America, Inc. for building and safety services (Attachment 1) and authorize the City Manager to sign on behalf of the City. Page 2 of2 11) RESOLUTION NO. XX-07 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN ********************** CONSOLIDATING THE EXISTING AGREEMENTS WITH LINHART, PETERSEN, POWERS AND ASSOCIATES AND BERRYMAN & HENIGAR FOR BUILDING SAFETY SERVICES INTO A CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND BUREAU VERITAS NORTH AMERICA, INC. FOR BUILDING AND SAFETY SERVICES WHEREAS, the City of Dublin (the "City") is experiencing significant increases in new development applications; and WHEREAS, with the acceleration of new development projects in the City, the need to retain outside consultant firms is necessary; and WHEREAS, the City Council has directed Staffto move projects expeditiously, and hire consultant firms when services are needed; and WHEREAS, Staff has determined it necessary to hire technical support to provide quality inspections and plan checks of new projects; and WHEREAS, in 1995 the City executed an agreement with Linhart, Petersen, Powers and , Associates (LP2A) to provide building and safety services, and in 2004 the City executed an agreement with Berryman & Henigar to provide building and safety services (referred to collectively as the "Existing Agreements"); and WHEREAS, LP2A and Berryman & Henigar have joined the global firm of Bureau Veritas North America, Inc., which has requested that the City consolidate the Existing Agreements into an agreement with Bureau Veritas North America, Inc. to provide building and safety services, as attached in Exhibit A (the "Agreement"); and WHEREAS, Bureau Veritas North America, Inc. has demonstrated adequate ability to provide specialized plan review services; and WHEREAS, Bureau Veritas North America, Inc. will only perform work on a time and materials basis at the direction of the Community Development Director; and WHEREAS, all costs will be charged to the Community Development Department budget in accordance with costs associated with certain projects; and WHEREAS, the Agreement and its accompanying Exhibits A, B, and C have been reviewed and approved by the City Attorney's Office. NOW, THEREFORE, BE IT RESOLVED that the City Council ofthe City of Dublin does hereby terminate the Existing Agreements. BE IT FURTHER RESOLVED that the Agreement between the City of Dublin and Bureau Veritas North America, Inc. is hereby approved by the City Council ofthe City of Dublin and the City Manager is authorized and directed to execute the Agreement in the form attached hereto as Exhibit A. Attachment 1 J,rb I BE IT FURTHER RESOLVED that said termination of the Existing Agreements and approval of agreement with Bureau Veritas North America, Inc. shall be in effect on July 1, 2007. PASSED, APPROVED AND ADOPTED this day of 2007 by the following vote: AYES: NOES: ABSENT: ABSTAIN: Mayor ATTEST: City Clerk G:\Agendas\2007\Bureau Veritas CC 4.3.07\lp amendments 4.3.07\Bureau Veritas North America Inc Reso Ip.DOC 2 81) CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND BUREAU VERIT AS NORTH AMERICA, INC. THIS AGREEMENT for consulting services is made by and between the City of Dublin ("City") and Bureau Veritas North America, Inc. ("Consultant") as of July 1,2007. Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Services attached as Exhibit A at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail. Consultant shall also conform to the requirements of the Special Conditions attached as Exhibit C. 1.1 Term of Services. The term of this Agreement shall begin on the date first noted above and shall end one year thereafter, except that the Agreement shall be automatically extended from year to year, unless the term of the Agreement is otherwise terminated, as provided for in Section 8. 1.2 Standard of Performance. Consultant shall perform all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Consultant is engaged in the geographical area in which Consultant practices its profession. Consultant shall prepare all work products required by this Agreement in a substantial, first-class manner and shall conform to the standards of quality normally observed by a person practicing in Consultant's profession. 1.3 Assi~nment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 1.1 above and to satisfy Consultant's obligations hereunder. Section 2. COMPENSATION. City hereby agrees to pay Consultant the hourly sum set forth in the Payment Schedule attached as Exhibit B, notwithstanding any contrary indications that may be contained in Consultant's proposal or the Scope of Services, for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Consultant's proposal, attached as Exhibit A, regarding the amount of compensation, the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person. Consulting Services Agreement between City of Dublin and Bureau Veritas North America, Inc. 4/3/07 Page 1 of 13 EXHIBIT A ~1J ! f Consultant and City acknowledge and agree that compensation paid by City to Consultant under this Agreement is based upon Consultant's estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Consultant. Consequently, the parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement. 2.1 Invoices. Consultant shall submit invoices, not more often than once a month during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. Invoices shall contain the following information: · Serial identifications of progress bills; i.e., Progress Bill NO.1 for the first invoice, etc.; · The beginning and ending dates of the billing period; · At City's option, for each work item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person doing the work, the hours spent by each person, a brief description of the work, and each reimbursable expense; · The total number of hours of work performed under the Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing services hereunder, as well as a separate notice when the total number of hours of work by Consultant and any individual employee, agent, or subcontractor of Consultant reaches or exceeds 800 hours, which shall include an estimate of the time necessary to complete the work described in Exhibit A; · The Consultant's signature. 2.2 Monthly Payment. City shall make monthly payments, based on invoices received, for services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have 30 days from the receipt of an invoice that complies with all of the requirements above to pay Consultant. 2.3 Final Payment. City shall pay the last 10% of the total sum due pursuant to this Agreement within sixty (60) days after completion of the services and submittal to City of a final invoice, if all services required have been satisfactorily performed. 2.4 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement, unless such extra service and the price therefore is agreed to in writing and authorized by the City Manager and/or designee. In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, Consulting Services Agreement between City of Dublin and Bureau Veritas North America, Inc. 4/3/07 Page 2 of 13 5'1J I unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. 2.5 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the amounts shown on the Payment Schedule, attached as Exhibit B. 2.6 Reimbursable Expenses. Reimbursable expenses, if any, are set forth in Exhibit B. 2.7 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. 2.8 Payment upon Termination. In the event that the City or Consultant terminates this Agreement pursuant to Section 8, the City shall compensate the Consultant for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets in order to verify costs incurred to that date. 2.9 Authorization to Perform Services. The Consultant is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator. Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement. City shall make available to Consultant only the facilities and equipment listed in this section, and only under the terms and conditions set forth herein. City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consultant's use while consulting with City employees and reviewing records and the information in possession of the City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be obligated to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long-distance telephone or other communication charges, vehicles, and reproduction facilities. Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant, at its own cost and expense, shall procure "occurrence coverage" insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant and its agents, representatives, employees, and subcontractors. Consultant shall provide proof satisfactory to City of such insurance that meets the requirements of this section and under forms of insurance satisfactory in all respects to the City. Consultant shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Consultant's bid. Consultant shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s) and provided evidence thereof to City. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. Consulting Services Agreement between City of Dublin and Bureau Veritas North America, Inc. 4/3/07 Page 3 of 13 La 'b~ f 4.1 Workers' Compensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Consultant. The Statutory Workers' Compensation Insurance and Employer's Liability Insurance shall be provided with limits of not less than ONE MilLION DOLLARS ($1,000,000.00) per accident. In the alternative, Consultant may rely on a self-insurance program to meet those requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator. The insurer, if insurance is provided, or the Consultant, if a program of self-insurance is provided, shall waive all rights of subrogation against the City and its officers, officials, employees, and volunteers for loss arising from work performed under this Agreement. An endorsement shall state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits, except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. 4.2 Commercial General and Automobile Liabilitv Insurance. 4.2.1 General requirements. Consultant, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MilLION DOLLARS ($1,000,000.00) per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non- owned automobiles. 4.2.2 Minimum scope of covera~e. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 (ed. 11/88) or Insurance Services Office form number Gl 0002 (ed. 1/73) covering comprehensive General Liability and Insurance Services Office form number Gl 0404 covering Broad Form Comprehensive General Liability. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (ed. 12/90) Code 1 ("any auto"). No endorsement shall be attached limiting the coverage. 4.2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as an endorsement to the policy: Consulting Services Agreement between City of Dublin and Bureau Veritas North America, Inc. 4/3/07 Page 4 of 13 (1) a. City and its officers, employees, agents, and volunteers shall be covered as insureds with respect to each of the following: liability arising out of activities performed by or on behalf of Consultant, including the insured's general supervision of Consultant; products and completed operations of Consultant; premises owned, occupied, or used by Consultant; and automobiles owned, leased, or used by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents, or volunteers. b. The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis. c. An endorsement must state that coverage is primary insurance with respect to the City and its officers, officials, employees and volunteers, and that no insurance or self-insurance maintained by the City shall be called upon to contribute to a loss under the coverage. d. Any failure of CONSULTANT to comply with reporting provisions of the policy shall not affect coverage provided to CITY and its officers, employees, agents, and volunteers. e. An endorsement shall state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits, except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. 4.3 Professional Liabilitv Insurance. Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000) covering the licensed professionals' errors and omissions. 4.3.1 Any deductible or self-insured retention shall not exceed $150,000 per claim. 4.3.2 An endorsement shall state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits, except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. 4.3.3 The policy must contain a cross liability or severability of interest clause. 4.3.4 The following provisions shall apply if the professional liability coverages are written on a claims-made form: Consulting Services Agreement between City of Dublin and Bureau Veritas North America, Inc. 4/3/07 Page 5 of 13 $ ub 1.-' a. The retroactive date of the policy must be shown and must be before the date of the Agreement. b. Insurance must be maintained and evidence of insurance must be provided for at least five years after completion of the Agreement or the work, so long as commercially available at reasonable rates. c. If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the date of this Agreement, Consultant must provide extended reporting coverage for a minimum of five years after completion of the Agreement or the work. The City shall have the right to exercise, at the Consultant's sole cost and expense, any extended reporting provisions of the policy, if the Consultant cancels or does not renew the coverage. d. A copy of the claim reporting requirements must be submitted to the City prior to the commencement of any work under this Agreement. 4.4 All Policies Requirements. 4.4.1 Acceptabilitv of insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A:VII. 4.4.2 Verification of covera~e. Prior to beginning any work under this Agreement, Consultant shall furnish City with certificates of insurance and with original endorsements effecting coverage required herein. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 4.4.3 Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 4.4.4 Variation. The City may approve a variation in the foregoing insurance requirements, upon a determination that the coverages, scope, limits, and forms of such insurance are either not commercially available, or that the City's interests are otherwise fully protected. 4.4.5 Deductibles and Self.lnsured Retentions. Consultant shall disclose to and obtain the approval of City for the self-insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. Consulting Services Agreement between City of Dublin and Bureau Veritas North America, Inc. 4/3/07 Page 6 of 13 0UfJ ( During the period covered by this Agreement, only upon the prior express written authorization of Contract Administrator, Consultant may increase such deductibles or self-insured retentions with respect to City, its officers, employees, agents, and volunteers. The Contract Administrator may condition approval of an increase in deductible or self-insured retention levels with a requirement that Consultant procure a bond, guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them. 4.4.6 Notice of Reduction in Covera~e. In the event that any coverage required by this section is reduced, limited, or materially affected in any other manner, Consultant shall provide written notice to City at Consultant's earliest possible opportunity and in no case later than five days after Consultant is notified of the change in coverage. 4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Consultant's breach: · Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; · Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or · Terminate this Agreement. Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. Consultant shall indemnify, defend with counsel selected by the City, and hold harmless the City and its officials, officers, employees, agents, and volunteers from and against any and all losses, liability, claims, suits, actions, damages, and causes of action arising out of any personal injury, bodily injury, loss of life, or damage to property, or any violation of any federal, state, or municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct or negligent acts or omissions of Consultant or its employees, subcontractors, or agents, by acts for which they could be held strictly liable, or by the quality or character of their work. The foregoing obligation of Consultant shall not apply when (1) the injury, loss of life, damage to property, or violation of law arises wholly from the negligence or willful misconduct of the City or its officers, employees, agents, or volunteers and (2) the actions of Consultant or its employees, subcontractor, or agents have contributed in no part to the injury, loss of life, damage to property, or violation of law. It is understood that the duty of Consultant to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Consultant from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall Consulting Services Agreement between City of Dublin and Bureau Veritas North America, Inc. 4/3/07 Page 7 of 13 [Orb Z/ apply to any damages or claims for damages whether or not such insurance policies shall have been determined to apply. By execution of this Agreement, Consultant acknowledges and agrees to the provisions of this Section and that it is a material element of consideration. Notwithstanding the foregoing, to the extent that this Agreement is a "construction contract" as defined in California Civil Code section 2783, as amended from time to time, such duty to indemnify shall not apply when to do so would be prohibited by California Civil Code section 2782. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City. Section 6. 6.1 6.2 Section 7. 7.1 7.2 STATUS OF CONSULTANT. Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. Consultant No A~ent. Except as City may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever. LEGAL REQUIREMENTS. Governin~ Law. The laws of the State of California shall govern this Agreement. Compliance with Applicable Laws. Consultant and any subcontractors shall comply with all laws applicable to the performance of the work hereunder. Consulting Services Agreement between City of Dublin and Bureau Veritas North America, Inc. 4/3/07 Page 8 of 13 II t-;6 -z., J 7.3 Other Governmental Re~ulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Consultant and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. 7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. 7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate, on the basis of a person's race, religion, color, national origin, age, physical or mental handicap or disability, medical condition, marital status, sex, or sexual orientation, against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Consultant under this Agreement. Consultant shall comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this Agreement, including but not limited to the satisfaction of any positive obligations required of Consultant thereby. Consultant shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement. Section 8. TERMINATION AND MODIFICATION. 8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant. Consultant may cancel this Agreement upon ninety (90) days' written notice to City and shall include in such notice the reasons for cancellation. In the event of termination, Consultant shall be entitled to compensation for services performed to the effective date of termination; City, however, may condition payment of such compensation upon Consultant delivering to City any or all documents, photographs, computer software, video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or the City in connection with this Agreement. 8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a Consulting Services Agreement between City of Dublin and Bureau Veritas North America, Inc. 4/3/07 Page 9 of 13 l2c,6' l written amendment to this Agreement, as provided for herein. Consultant understands and agrees that, if City grants such an extension, City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. 8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties. 8.4 Assi~nment and Subcontractin~. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant's unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the proposal, without prior written approval of the Contract Administrator. 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. 8.6 Options upon Breach bv Consultant. If Consultant materially breaches any of the terms of this Agreement, City's remedies shall included, but not be limited to, the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement; 8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant; or 8.6.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work. Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant's Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that Consulting Services Agreement between City of Dublin and Bureau Veritas North America, Inc. 4/3/07 Page 10 of 13 l~t l-/ Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Consultant hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties. 9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to the Consultant to this Agreement. 9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as. part of any audit of the City, for a period of three (3) years after final payment under the Agreement. Section 10 MISCELLANEOUS PROVISIONS. 10.1 Attorneys' Fees. If a party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Alameda or in the United States District Court for the Northern District of California. 10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. Consulting Services Agreement between City of Dublin and Bureau Veritas North America, Inc. 4/3/07 Page 11 of 13 1c1 ~6 2.-1 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.5 Successors and Assi~ns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties. 10.6 Use of Recvcled Products. Consultant shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. 10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Consultant in a "conflict of interest," as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq. Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq. Consultant hereby warrants that it is not now, nor has it been in the previous twelve (12) months, an employee, agent, appointee, or official of the City. If Consultant was an employee, agent, appointee, or official of the City in the previous twelve months, Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consultant understands that, if this Agreement is made in violation of Government Code ~1090 et.seq., the entire Agreement is void and Consultant will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Consultant will be required to reimburse the City for any sums paid to .the Consultant. Consultant understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code ~ 1090 and, if applicable, will be disqualified from holding public office in the State of California. 10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus group, or interview related to this Agreement, either orally or through any written materials. 10.9 Contract Administration. This Agreement shall be administered by Building Official ("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee. 10.10 Notices. Any written notice to Consultant shall be sent to: Bureau Veritas North America, Inc. Attention: Dennis Richardson 6150 Stoneridge Mall Road - Suite 370 Pleasanton, CA 94588 Consulting Services Agreement between City of Dublin and Bureau Veritas North America, Inc. 4/3/07 Page 12 of 13 l '3 'lit..~)... . u~~' Any written notice to City shall be sent to: City of Dublin Attention: City Manager 100 Civic Plaza Dublin, CA 94568 10.11 Inte~ration. This Agreement, including the Scope of Services (Exhibit A); Payment Schedule (Exhibit B) and Special Provisions (Exhibit C) attached hereto represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral. For: CITY OF DUBLIN A municipal Corporation By: Richard Ambrose, City Manager CO~~~ Dennis Richardson Vice President Bureau Veritas North America, Inc. Attest: Fawn Holman, City Clerk Approved as to Form: Elizabeth H. Silver, City Attorney Consulting Services Agreement between City of Dublin and Bureau Veritas North America, Inc. 4/3/07 Page 13 of 13 (Ld D EXHIBIT A SCOPE OF SERVICES 1. BUILDING INSPECTION AND PLAN CHECK SERVICES. Consultant shall enforce provisions of the City's Building, Electrical, Plumbing, Mechanical and Housing Codes; the City of Dublin's Zoning Ordinance; and related State and local laws. Consultant shall make such inspections and investigations as may be required to effect such enforcement and issue permits as are required by the City's Ordinances and duly adopted policies. Such enforcement shall include the duties related to the Building Official as set forth in the Dublin Municipal Code, and in the performance of such work the Consultant shall do the following: a. Plan Review. As directed by the Building Official, review plans prepared by or on behalf of applicants for compliance with the applicable Federal, State, and City ordinances and regulations. Consultant shall maintain a close liaison with City Planning Department Staff in order to insure that appropriate requirements of the Zoning Ordinance are incorporated within the plans submitted. Consultant shall coordinate the submittal of plans and receipt of comments from other appropriate agencies having jurisdiction in such matters relative to enforcement of fire codes, sanitation codes, health codes, hazardous material regulations, and other regulatory agencies. Consultant will strive to complete the first plan check of plans submitted within ten (10) business days of receipt of complete plans from the applicant. The goal agreed to by Consultant will be to complete 95% of all complete submittals within the 10 day period. City recognizes that on large-scale projects this may not be possible and Consultant will strive for a plan review period which does not exceed fifteen (15) days on large-scale projects. In the event that workloads hinder the timely completion of Plan Reviews, upon Authorization by the Building Official, Consultant may utilize off-site Plan Checking at Consultant's office. Performance of said work shall be in accordance with the hourly rate for such services as stated in this agreement and only upon approval of City. b. Buildinq Inspection. Provide building inspection services during the course of construction of facilities to enforce compliance with the provisions of applicable laws including City Ordinances and regulations set forth on the plans for which the permit is issued. In the performance of such duties, Consultant shall provide prompt inspection for each project at the completion of the various stages of construction to determine compliance. Consultant shall provide City Manager and/or designee with relevant background information on all assigned inspection personnel prior to assignment under this Agreement. Consultant shall assign competent personnel whose background, experience, applicable certifications, and demeanor demonstrate an ability to conduct inspections of the type required under this Agreement, in accordance with City standards. City Manager and/or designee shall determine acceptability of assigned inspection Consulting Services Agreement between City of Dublin and Bureau Veritas North America, Inc., Exhibit A 4/3/07 Page 1 of 2 \1'6 I ( personnel. Consultant shall promptly identify alternate personnel in the event of a request by City Manager and/or designee. In the event that Consultant requests a change in the assigned Inspection Personnel, Consultant shall bear the full cost of any training required to familiarize the assigned personnel with the current status of projects in the City. At the minimum this shall include a one-week overlap with both inspectors. In the event that an assigned inspector is absent for a period of greater than three concurrent workdays, the Consultant will provide a qualified temporary replacement that is approved by the City. c. Housinq Code Enforcement. Under the direction of the Building Official, Consultant shall enforce the City Housing Code by investigation of complaints regarding sub-standard housing conditions and when necessary, prepare cases for citation hearings, criminal proceedings in municipal court, and/or civil abatement proceedings. d. Presentation of Code Updates. In the event that the State of California adopts revisions to any of the adopted codes during the term of this Agreement, Consultant shall assist Building Official in preparing the staff report and necessary ordinances in advance of the State mandatory implementation date. e. Other Duties. Consultant shall perform other related activities as requested by the City, including Building Official services. Fee for such services shall be negotiated on an as needed basis as approved by the City Manager or his designee. 2. PROJECTIONS. On an annual basis and in conjunction with the City Budget process, Consultant shall submit estimates of the projected: Staffing, Permit Fees, and Construction Activity, which will affect the provision of services under this Agreement. Given the inability to precisely predict building activity, these projections are for planning purposes only and there shall not be a guaranteed number of hours of service under this Agreement. 3. REPORTING/PUBLIC INFORMATION. Consultant shall be responsible for coordination of monthly and annual reports summarizing activities undertaken pursuant to this Agreement. Reports shall be in a format and as mutually agreed by the City Manager and/or designee. As required, Consultant may prepare staff reports for City Council, including but not limited to review and adoption of related code updates. Consultant shall also assist with the preparation of informational brochures designed to assist the public with the Building & Safety process. 4. COLLECTION OF FEES. All fees collected from permit applicants in connection with the carrying out of the functions set forth in this Agreement, shall be collected by the City. If required, Consultant shall submit as appropriate, information and recommendations on proposed City adjustments to the adopted fee schedules. 5. LIMITATIONS (AVOIDANCE OF CONFLICTS). During the term of this Agreement, Consultant shall not provide services to any client for a project, which requires any approval from the City. Consulting Services Agreement between City of Dublin and Bureau Veritas North America, Inc., Exhibit A 4/3/07 Page 2 of 2 \~1?1 EXHIBIT B Bureau Veritas North America, Inc. PAYMENT SCHEDULE A. City shall pay Consultant for services rendered in accordance with the hourly rates stated in section B. Consultant shall submit invoices, not more often than once per month, based upon the work completed. At the sole discretion of the City other payment schedules may be considered. Invoices shall include an accounting of all hours by classification and task. The format and documentation on the invoice shall be subject to approval by the City Manager and/or designee. B. HOURLY RATES: The following rates include all reimbursable or indirect costs, including but not limited to a vehicle and Nextel cell phones. Personnel Description Hourly Billinq Rate Principal Supervising Plan review Engineer/Associate Senior Plan review Engineer/Architect Plan Review Engineer/Architect Senior Plans Examiner Plans Examiner $150.00 $130.00 $115.00 $95.00 $85.00 $75.00 Lead and/or Senior Inspector/Project Manager $95.00 (Includes oversight of Contract Inspectors, monitoring of Inspections demand and a knowledge / certification in commercial/multi family building systems.) Inspector II $85.00 (Includes knowledge and certification in commercial building systems including structural, mechanical, plumbing, and electrical systems.) Inspector I $75.00 (Includes Inspection as well as any plan checking of Residential and Non-Structural commercial/Industrial Plans.) Assistant Building Inspector (Includes Inspections of Residential buildings.) $55.00 . Consulting Services Agreement between City of Dublin and Bureau Veritas North America, Inc., Exhibit B 4/3/07 Page 1 of 2 \qrg, ( Reimbursable Expenses Travel and Mileage for City requested meetings, T & M Reimbursable expenses shall include, but not be limited to, the following - which would only be applied to meetings requested outside of the City offices, and/or when mutually agreed upon with the City and Consultant: Mileage Current IRS mileage rate + 15% of IRS mileage rate Domestic Travel Per Diem ($45/day plus actual cost of .lodging) Other Direct Project Expenses (at cost plus 15% of actual cost) including: . Public transportation, charter, or rental . Printing, graphics, photography, and reproduction . Rental or purchase of special equipment and materials . Long distance telephone and special shipping C. The rates shown in Section B above, shall be the total which the City shall pay for the services to be rendered by Consultant pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. D. City shall make no payment for any extra, further or additional service pursuant to this Agreement unless such extra service and the price therefore is agreed to in writing and authorized by the City Manager and/or designee. E. The services to be provided under this Agreement may be terminated without cause at any point in time in the sole and exclusive discretion of City. In this event, City shall compensate the Consultant for all outstanding costs incurred as of the date of written notice thereof and shall terminate this Agreement. Consultant shall maintain adequate logs and timesheets in order to verify costs incurred to date. F. The Consultant is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of a fully executed copy of this Agreement. G. The Consultant shall assign a mutually agreed upon point of contact. This person shall manage projects, through the plan review process to assure that the Consultant maintains the agreed upon plan review times. H. The Consultant shall receive prior authorization from the City, whenever the Consultant assigns a plan review to a Senior Plan Review Engineer of Architect. Consulting Services Agreement between City of Dublin and Bureau Veritas North America, Inc., Exhibit B 4/3/07 Page 2 of 2 !)(J1t/ t EXHIBIT C SPECIAL PROVISIONS The following provisions are hereby incorporated in the Agreement by and between Bureau Veritas North America, Inc. (Consultant) and City of Dublin (City): ASSIGNED PERSONNEL/SUBCONTRACTORS. The following terms and conditions are hereby agreed to by Consultant prior to the assignment of personnel or use by Consultant of subcontractors. a. Submittal to City Manaqer. The name, background and experience of any and every firm or individual to which any work outlined in this Agreement is to be performed must be submitted to the City Manager and/or designee for prior approval. b. Consultant Liable for Work of Subcontractors. Approval by the City Manager of a subcontractor shall not relieve Consultant of any liability for the work to be performed pursuant to this Agreement, nor shall such approval infer any contractual relationship between City and any subcontractor. EMERGENCY OPERATIONS ASSISTANCE. The following terms and conditions are hereby agreed to by Consultant in the event of a local or regional emergency: a. Report into the City of Dublin Emerqency Operations Center (E.O.C.). Contract personnel will make a reasonable effort to report to the City of Dublin E.O.C. as soon as possible following a local or regional emergency. b. Consultant shall provide emerqency preparedness traininq. All contract personnel shall maintain at all times appropriate emergency training and certification, such as A TC-20 Damage Assessment Training and Certification. c. The Consultant shall make contract personnel and Consultant resources available for emerqency response at the same hourly rates and conditions specified in this contract. d. The Consultant acknowledqes that emerqency response work may require variations in work hours and assiqnments. Consulting Services Agreement between City of Dublin and Bureau Veritas North America, Inc., Exhibit C 4/3/07 Page 1 of 1 ~~ ~ , 'b t November 2, 2006 Subject: Linhart Petersen Powers, Inc. and Berryman & Henigar, Inc. have changed their names to Bureau Veritas North America, Inc. Dear Client: We are writing you with a great sense of enthusiasm regarding changes to our company. As you may know, Berryman & Henigar, Inc. and Linhart Petersen Powers, Inc. are now part of Bureau Veritas, a global firm specializing in building inspection, civil plan review, quality assurance, and environmental, health and safety (QEHS) services. Founded in 1828, BV is a worldwide partner of choice, assisting clients with the QEHS management of their construction projects, property, assets, products, systems, and personnel. Our 27,000 employees serve more than 200,000 clients worldwide-from local public agencies to the largest multinational corporations. We will use the Bureau Veritas North America, Inc. name on all future correspondence. OUf professional staff, business insurance, licenses, and all operational functions will remain in full compliance with local, state and federal regulations. We are attaching a copy of our updated W-9 for your records. Please note we have filed legal DBA notices under the names Berryman & Henigar, Inc. and Linhart Petersen Powers, Inc., so changes of current contracts are not required until our next contract renewal cycle. We remain a leader in our field of expertise, and have retained almost all of our great employees in this region. Please rest assured that our name change will not affect our payment policies or schedules. Please visit our website at www.us.bureauveritas.com for more information about our company, and if you have any questions, please feel free to contact us at 925-226-1320 or send us an e-mail at mark.tobin@us.bureauveritas.com or frank.linhart@us.bureauveritas.com. We thank you for your exceptional service, and look forward to continuing our partnership into the future. Sincerely, ~ aJJd:.D={- Mark A. Tobin Northern California Controller Frank J. Linhart Regional Chief Executive enclosures ATTACHMENT 2 Bureau Veritas North America, Inc. i\hin: ('J25) 220- U20 hn: (nS) 2lR-l '!70 W88 Sunol Hh'd, Suite 1110 PIc""antol1. ( :. \ ')45(,(;- 777 ) W\V\V, us. burL'auycriras.o 1111