HomeMy WebLinkAboutRes 2009-09-01 Bureau Veritas Agreement for Profesional Services.pdfCITY OF ANNA, TEXAS
RESOLUTION NO. 2009-09-01
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A RESOLUTION OF THE CITY OF ANNA, TEXAS APPROVING AND AUTHORIZING
THE CITY MANAGER TO ACT ON THE CITY'S BEHALF IN EXECUTING THE
AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES WITH BUREAU
VERITAS NORTH AMERICA INC.
WHEREAS, the City Council ("City Council") of the City of Anna, Texas ("City") desires to
approve and authorize the engagement of BUREAU VERITAS NORTH AMERICA INC. ("Bureau
Veritas") to provide the services specifically described in the attached Agreement for
Professional Consulting Services ("Agreement") that is attached hereto as Exhibit 1 and
incorporated herein as if set forth in full; and,
WHEREAS, the City Council has determined that the services of Bureau Veritas under the
Agreement will benefit the health, safety and welfare of the citizens of the City in providing for
Public Works Plan Review and/or Inspection Services to verify conformance of construction
plans and construction of a project with approved plans and specifications provided by the City;
and, .
WHEREAS, the City Council recognizes that the Agreement between the City and Bureau
Veritas be approved and the City Manager's execution of same should be authorized and
approved, as set forth herein.
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ANNA,
TEXAS, THAT:
Section 1. Recitals Incorporated.
The recitals above are incorporated herein as if set forth in full for all purposes.
Section 2. Approval and Authorization of Agreement.
The City Council hereby approves the Agreement attached hereto as Exhibit 1 and authorizes,
ratifies and approves the City Manager's execution of same. The City Manager and the City
Attorney are hereby authorized to execute all documents in a form approved by the City
Attorney and to take all other actions necessary to finalize, act under and enforce the
Agreement.
PASSED AND APPROVED by the City Council of the City of Anna, Texas this the 8th day of
September, 2009.
ATTESTED:
09-08-09
BUREAU
VERITAS
AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES
THIS AGREEMENT is made and entered into to be effective as of the 8th day of September,
2009, by and between the City of Anna, Texas (CLIENT), and Bureau Veritas North America
Inc. (CONSULTANT).
IN CONSIDERATION of the covenants hereinafter set forth, the parties hereto mutually agree
as follows:
ARTICLE 1
SCOPE OF SERVICES
1.1 Project Description
Each project shall be approved in writing, and signed by the City Manager, on a project sheet
example attached as Exhibit "C"
1.2 Description of Services
(a) CONSULTANT shall perform Services described in Exhibit "A", Scope of Services,
attached hereto and incorporated herein by this reference.
(b) CONSULTANT shall not have control over or charge of and shall not be responsible for
construction means, methods, techniques, sequences or procedures, or for safety
precautions and programs in connection with the work because these are solely the
construction contractor's responsibility. CONSULTANT shall not be responsible for the
construction contractor's schedules or failure to carry out the work in accordance with
the contract documents. CONSULTANT shall not have control over or charge of acts or
omissions of the construction contractor, subcontractors, or their agents or employees,
or of any other persons performing portions of the work.
1.3 Responsibilities of CLIENT
The Responsibilities of the CLIENT are described in Exhibit "B" attached hereto and
incorporated herein by this reference.
1.4 Schedule of Services
Upon receipt of written Notice to Proceed from the CLIENT, CONSULTANT shall perform
Services in the Scope of Services with diligence. CONSUL TANT shall not be responsible for
delay, nor shall CONSULTANT be responsible for damages or be in default or deemed to be in
default by reason of strikes, lockouts, accidents, or acts of God, or the failure of CLIENT to
furnish timely information or to approve or disapprove CONSULTANTS work promptly, or delay
or faulty performance by CLIENT, other contractors, or governmental agencies, or any other
delays beyond CONSUL TANTS control or without CONSULTANTs fault.
( Exhibit 1 I1 of 10
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ARTICLE 2
COMPENSATION
2.1 Fee
CLIENT agrees to compensate CONSULTANT for the services, in accordance with the
approved project sheet, which shall include the applicable fees as set forth in this Section 2.1.
Example attached as Exhibit "C",
PLAN REVIEW ONLY -The fee is 1 % of the cost of construction.
INSPECTION ONLY -The fee is 2.5% of the cost of construction
PLAN REVIEW AND INSPECTION -The fee is 3% of the cost of construction
TEMPORARY BACK UP INSPECTION -The fee is $75/hour, minimum 2 hours.
EXISTING PROJECTS TBD based on percent completion
2.2 Payment Address
All payments due CONSULTANT shall be paid to:
Bureau Veritas
1000 Jupiter Road Suite 800
Plano, Texas 75074
2.3 Terms of Compensation
CONSULTANT will submit invoices monthly, in accordance with the payment schedule on the
approved project sheet example attached as Exhibit "C".
2.4 Additional Services
CLIENT may request CONSULTANT to perform additional services not covered by the specific
Scope of Services set forth in this Agreement, and CONSULTANT shall perform such services
and will be paid for such additional services when they are mutually agreed to and made part of
this Agreement by written amendment signed by both parties, or in a separate written
agreement signed by both parties.
ARTICLE 3 INDEMNIFICATION, LIMITATION OF LIABILITY AND INSURANCE
3.1 Indemnification
CONSUL TANT agrees to indemnify and hold harmless CLIENT its officers and employees from
and against liability, damages, costs, losses, claims and expenses, including reasonable
attorneys' fees, arising out of the negligent acts, errors, or omissions of CONSULTANT in the
performance of this Agreement.
In the event CLIENT obtains indemnification for itself from another party performing work on the
Project, CLIENT shall require that party to indemnify CONSULTANrtothesame extent that
party indemnifies CLIENT, provided that CLIENT has the legal right to do so.
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3.2 Standard of Care.
The SelVices shall be performed in a manner consistent with the level of care and skill ordinarily
exercised by members of CONSULTANT'S profession currently practicing under similar
conditions in Collin County, Texas.
3.3 Workers' Com pensation
CONSUL TANT shall, at its own expense, purchase and maintain in full force at all times during
the term of this Agreement, Workers' Compensation and Employer's Liability Insurance of a
form and in an amount as required by state law.
3.4 Insurance
CONSUL TANT shall, at its own expense, purchase and maintain in full force at all times during
the term of this Agreement the following insurance:
Commercial General Liability Insurance. CONSULTANT shall maintain commercial general
liability insurance with limits of no less than one million dollars ($1,000,000.00) combined single
limit per occurrence or two million ($2,000,000.00) aggregate limit for bodily injury, personal
injury and property damage.
Automobile Liability Coverage. CONSULTANT shall maintain automobile liability insurance
covering all vehicles used in the performance of this Agreement providing a one million dollar
($1,000,000.00) combined singled limit per occurrence for bodily injury, personal injury and
property damage.
Professional Liability Coverage. CONSULTANT shall maintain professional liability insurance
with coverage for all negligent errors, acts or omissions committed by CONSULTANT, its agents
and employees in the performance of this Agreement. The amount of this insurance shall not be
less than five hundred thousand ($500,000.00) on a claims made annual aggregate basis or a
combined single limit per occurrence basis.
Other Insurance provisions
1. With respect to the insurance policies described in this Section 3.4, except as to
professional liability, the CLIENT, its officials, officers and employees shall be covered
as an additional inured for liability arising out of activities performed by or on behalf of
CONSUL TANT and operations of CONSUL TANT. The coverage shall contain no special
limitations on the scope or protection afforded to CLIENT, its officials, officers and
employees. The certificate of insurance shall state that the insurance company must
provide at least 30 days notice to the CLIENT prior to cancellation of any policy.
2. CONSULTANT'S policies shall be primary insurance with respect to CLIENT, its officials,
officers and employees. Any insurance, risk pOOling policy, or self-insurance programs
maintained by CLIENT, its officials, officers or employees shall be in excess of
CONSUL TANT'S insurance and shall not contribute with it.
3. CONSULTANT shall maintain the required insurance policies during the term of this
Agreement and shall provide to CLIENT, prior to CONSULTANT'S performance
hereunder, proof that these insurance policies are in full force and effect.
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4. Any failure to comply with the reporting provisions of the policy shall not affect the
coverage provided to the CLIENT, its officials, officers or employees.
3.5 Notice of Cancellation
CONSUL TANT agrees to provide thirty (30) days written Notice to CLIENT prior to cancellation
of any policy.
3.6 CLIENT Provided Information
CONSUL TANT shall not be liable for damages, costs, losses, claims and expenses, including
reasonable attorneys' fees, due to incorrect data or information provided by the CLIENT, except
that in any event of alleged joint or concurrent negligence or fault of both CONSULTANT and
the CLIENT, responsibility, if any, shall be apportioned comparatively in accordance with the
laws of the State of Texas without, however, waiving any defense or limitation that
CONSUL TANT or CLIENT may assert under applicable law.
3.7 Independent Contractor, No Joint Control
CONSULTANT acknowledges and accepts this relationship of trust and confidence between the
CLIENT and the CONSULTANT pursuant to the contracted services provided. CONSULTANT
further acknowledges the reliance that the CLIENT is placing on its professional skill and
judgment and as such, CONSULTANT shall furnish its skill and judgment and shall perform its
responsibilities in a professional manner. It is expressly understood and agreed that the CLIENT
shall have no right of control, supervision, or direction over CONSULTANT'S or its agents' or
representatives' performance of any work or service nor will the CLIENT control the means,
methods, sequences, procedures, or techniques utilized by CONSULTANT to perform work or
services, which shall perform such work or services strictly as an independent contractor. There
shall be no joint control over the work or services. CONSULTANT shall not be responsible for
the means, methods, procedures, performance or safety of the construction contractors or
subcontractors, or for their errors or omissions.
ARTICLE 4
TERMINATION
4.1 Termination of Contract
This Agreement may be terminated by either party at any time with or without cause upon thirty
(30) days prior written Notice. In the event of termination by CLI ENT, CONSULTANT shall be
paid within thirty (30) days of submittal of invoice for all services performed to the date of
termination and for all expenses directly attributable to the termination, including, but not limited
to, any cancellation charges by sub consultants andlor contractors, record copies and shipping
of all records to the successor organization and lor CLIENT.
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ARTICLE 5
NOTICE
5.1 Required Notices
All notices required here shall be sent via First Class U.S. Certified Mail, Return Receipt
Requested to the parties as follows:
If to CLIENT:
City of Anna, City Manager
111 N. Powell Parkway
Anna, TX 75409
If to CONSULTANT:
Bureau Veritas North America, Inc
ATTN: Rick Herzberger, Division Director
1000 Jupiter Road, Suite 800
Plano, TX 75074
ARTICLE 6
GENERAL PROVISIONS
6.1 Representation
A CLIENT representative shall be designated by the CLIENT and a CONSULTANT
representative shall be designated by CONSULTANT as the primary contact person for each
party regarding performance of this Agreement on the approved project sheet.
6.2 Non-Discrimination
In the performance of the terms of this Agreement, CONSULTANT shall not engage in
discrimination in the employment of persons because of race, creed, color, religion, national
origin, age, disability, marital status, sexual orientation or gender.
6.3 Legal Action
This Agreement is performable in Collin County, Texas, and should either party to this
Agreement bring legal action against the other, the case shall be handled in a court of
competent jurisdiction in Collin County, Texas.
6.4 Assignment
This Agreement shall be assignable by either party with the prior written consent of the other
party.
Notwithstanding the above, CONSULTANT may use the services of persons and entities not in
their employ, when it is appropriate and customary to do so. Such persons and entities include,
but are not necessarily limited to, surveyors, specialized consultants, and testing laboratories.
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VERITAS
CONSUL TANTs use of others for additional services shall not be unreasonably restricted by the
CLIENT provided CONSUL TANT notifies the CLIENT in advance.
6.5 Hazardous Materials
Unless otherwise provided in this Agreement, CONSULTANT and its sub consultants and/or
contractors shall have no responsibility for the discovery, presence, handling, removal or
disposal of, or exposure of persons to hazardous materials in any form at the site of the Project.
.6.6 Extent of Agreement
This Agreement represents the entire and integrated Agreement between CLIENT and
CONSULTANT, with respect to the subject matter of this Agreement, and supersedes all prior
negotiations, representations or agreements, either written or oral. This Agreement may be
modified or amended only by a subsequent written agreement signed by both parties.
ARTICLE 7
MSCELLANEOUS
7.1 Licenses/Certifications
CONSULTANT represents that it and, where appropriate, each and every employee or agent
performing under this Agreement, has the capability, experience, means and appropriate
licenses and certifications required to perform the services contemplated by this Agreement
7.2 Work Product
All work papers, records, reports, findings, recommendations, data, memoranda, appraisals, or
other documents prepared by CONSULTANT pursuant to this Agreement, regardless of their
nature or source, become the property of the CLIENT once the CONSULTANT has been paid
for the preparation.
7.3 Safety
CONSUL TANT shall ensure that its employees and agents are aware of and comply with safety
requirements before working at any construction site or other dangerous area. Safety
requirements include, without limitation, wearing hard hat, safety glasses and footwear.
7.4 Compliance with Law
CONSUL TANT and CLIENT shall use reasonable care to comply with all applicable federal,
state and local laws in effect at the time of the services performed hereunder which, to the best
of their knowledge, information and belief, apply to their respective obligations under this
Agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and
year first above written.
CITY OF ANNA Bureau Veritas.
By:By:
Title:Title:
Signature:Signature:
Date:Date:
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BUREAU
Exhibit "Au -Scope of Services
Inspections
The CONSUL TANT shall provide Public Works Plan Review and/or Inspection Services to verify
conformance of construction plans and construction of a project with approved plans and
specifications provided by CLIENT.
Plan Review Services shall include, but is not limited to: verification of plan compliance with
adopted public works standards, attending pre-plan design meeting, follow up on design issues.
Inspection Services shall include, but is not limited to: site observations, writing correction
notices and field reports, attending meetings, and answering in person or telephone inquires.
The CONSUL TANT will provide all applicable daily inspection records and project
correspondence.
Technical Support
The CONSUL TANT will be available for technical support on an as needed basis. This includes
but is not limited to pre-construction or field site meetings. This support will also include e-mail,
conference calls and electronic support as needed.
CONSULTANT will provide field staff for observation purposes on an as needed basis.
Other Services Excluded
The Scope of Services under this Agreement is intended to include plan review services and
inspection services related to the construction of public improvements and infrastructure only
and does not include plan review services or inspection services related to commercial or
residential buildings.
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Exhibit "B" -Client's Responsibilities
Provide approved plans, applicable codes, and ordinances applicable to the "project".
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Exhibit "C" -Project Sheet
Project name: ___________----'-___________________
Project Address: ____________________________
Project valuation: _____________________________
Fee:
Payment schedule (if applicable): ______________________
CITY OF ANNA Bureau Veritas
By: By:
Title: Title:
Signature: Signature:
Date: Date:
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