HomeMy WebLinkAbout5.10 Amendments to Consulting Services Agreements for On-Call Services for the Building & Safety and Code Enforcement DivisionsIP
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DUBLIN
CALIFORNIA
STAFF REPORT
CITY COUNCIL
DATE: .Line 4, 2024
TO: Honorable Mayor and City Councilmembers
FROM: Linda Smith, City Manager
Agenda Item 5.10
SU ELECT : Amendments to Consulting Services Agreements for On -Call Services for the
Building and Safety and Code Enforcement Divisions
Prepared by: Gregory Shreeve, Chief Building Official
EXECUTIVE SUMMARY:
The City Council will consider approving amendments to the Consulting Services Agreements with
4Leaf, Inc. and TRB & Associates, Inc., which provide contract services on an as -needed basis to
the Community Development Department. The City Council will also consider approving an
amendment to the agreement with Civica Law Group, APC to provide special legal counsel for code
enforcement activities. The proposed amendments extend the term of the agreements to June 30,
2026 and increase the compensation paid during the term of the agreements.
STAFF RECOMMENDATION:
Adopt the Resolution Approving Amendments to the Consulting Services Agreements for On -Call
Contract Building and Safety Division Services with 4Leaf, Inc. and TRB & Associates, Inc., adopt
the Resolution Approving the Second Amendment to the Agreement Between Civica Law Group,
APC and the City of Dublin for Special Counsel Legal Services, and approve the budget change.
FINANCIAL IMPACT:
Approval of the amendment with Civica Law Group, APC, will require a budget change for Fiscal
Year 2023-24 of $20,000 funded by the General Fund Undesignated Reserve. Funding for these
costs in Fiscal Year 2024-25 has been included in the Fiscal Years 2024-25 and 2025-26 Proposed
Budget.
DESCRIPTION:
The Building and Safety Division of the Community Development Department utilizes consultants
on an as -needed basis to assist Staff with specific areas of technical expertise and to assist with
overflow work. This includes plan check, inspections, and building code compliance activities.
These consultants were selected through an open and competitive request for qualifications
process. The City Council authorized entering into Consulting Services Agreements with these
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firms on June 1, 2021 (Resolution 58-21). The term of services on these agreements expires on
June 30, 2024.
Staff proposes to amend the Consulting Services Agreements to extend the term of services
through June 30, 2026. Staff also proposes to amend these agreements to increase the limit on the
compensation paid to the consultants during the term of these agreements as noted in Table 1,
and to modify the hourly reimbursement rates as shown in Table 2.
Table 1: Not -to -Exceed Limits
Consultant Current Not -to -Exceed Proposed Not -to -Exceed
4Leaf, Inc. $3,000,000 $4,250,000
TRB & Associates, Inc. $1,750,000 $2,750,000
Table 2: Hourly Rates
Consultant Position Current Rates Proposed Rates
Supervising Building Inspector $144 to $146 $151 to $153
Building Inspector III $127 to $135 $132 to $142
Building Inspector II $114 to $125 $119 to $131
Building Inspector I $97 to $109 $99 to $114
Building Inspector Trainee $74 to $88 $76 to $92
Plan Review (on or off -site) $146 to $160 $153 to $170
Permit Technician $93 to $97 $98 to $99
Certified Access Specialist Inspector surcharge $5 to $7 $5 to $7
Overtime rate 150% 150%
Expediting plan check rate 150% 150%
Project Manager / Deputy Building Official $156 to $160 $164-$170
The City has an existing contract with Civica Law Group, APC to provide special legal counsel,
representation, and assistance with code enforcement activities. The current not -to -exceed limit is
$205,000. Staff is proposing to increase that amount by $20,000 for the current fiscal year ending
on June 30, 2024. Staff is further proposing a not -to -exceed limit of $400,000 for July 1, 2024 to
June 30, 2026.
A resolution approving the amendments to the Consulting Services Agreements with 4Leaf Inc.
and TRB & Associates Inc., is included as Attachment 1 to this Staff Report. A resolution approving
the amendment to the Agreement between Civica Law Group, APC and the City of Dublin is
included as Attachment 6 to this Staff Report.
STRATEGIC PLAN INITIATIVE:
None.
NOTICING REQUIREMENTS/PUBLIC OUTREACH:
The City Council Agenda was posted.
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ATTACHMENTS:
1) Resolution Approving Amendments to the Consulting Services Agreements for On -Call
Contract Building and Safety Services with 4Leaf, Inc. and TRB & Associates, Inc.
2) Exhibit A to the Resolution - Third Amendment to Consulting Services Agreement Between the
City of Dublin and 4Leaf, Inc.
3) Exhibit B to the Resolution - Second Amendment to Consulting Services Agreement Between
the City of Dublin and TRB & Associates, Inc.
4) Consulting Services Agreement and First and Second Amendment with 4Leaf Inc.
5) Consulting Services Agreement and First Amendment with TRB & Associates, Inc.
6) Resolution Approving the Second Amendment to the Agreement Between Civica Law Group,
APC and the City of Dublin for Special Counsel Legal Services
7) Exhibit A to the Resolution - Second Amendment to Agreement Between Civica Law Group,
APC and the City of Dublin
8) Agreement and First Amendment with Civica Law Group, APC
9) Budget Change Form
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Attachment I
RESOLUTION NO. XX — 24
APPROVING AMENDMENTS TO THE CONSULTING SERVICES AGREEMENTS FOR ON -
CALL CONTRACT BUILDING AND SAFETY SERVICES WITH 4LEAF, INC. AND TRB &
ASSOCIATES, INC.
WHEREAS, the City Council has approved Consulting Services Agreements with 4Leaf,
Inc., and TRB & Associates, Inc., (Consultants) to provide certain services to the Building and
Safety Division on an as needed basis; and
WHEREAS, said Consultants were selected through a Request for Qualifications process;
and
WHEREAS, Staff proposes to extend the term of the Agreements until June 30, 2026, and
increase the limit on the total compensation paid during the term of the Agreements; and
WHEREAS, the Consultants submitted a request to increase the hourly compensation in
accordance with the terms of the Agreement.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin does
hereby approve the Third Amendment to the Consulting Services Agreement for On -Call Contract
Building and Safety Services with 4Leaf, Inc.
BE IT FURTHER RESOLVED that the City Council of the City of Dublin does hereby
approve the Second Amendment to the Consulting Services Agreement for On -Call Contract
Building and Safety Services with TRB & Associates, Inc.
BE IT FURTHER RESOLVED that the City Manager is authorized to execute the Third
Amendment to the agreement with 4Leaf, Inc., attached hereto as Exhibit A, execute the Second
Amendment to the agreement with TRB & Associates, Inc., attached hereto as Exhibit B and
make any necessary, non -substantive changes to carry out the intent of this Resolution.
PASSED, APPROVED AND ADOPTED this 4th day of June 2024, by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
Mayor
ATTEST:
City Clerk
Reso. No. XX-24, Item X.X, Adopted XX/XX/2024 Page 1 of 1
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DocuSign Envelope ID: FDA5D56E-235E-4573-B327-COBDBF41B9EE
Attachment 2
THIRD AMENDMENT TO CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF DUBLIN AND
4LEAF, INC.
WHEREAS, on July 1, 2021, the City of Dublin (hereinafter referred to as
"CITY") and 4Leaf, Inc. (hereinafter referred to as "CONSULTANT") entered into a Consulting
Services Agreement for On -Call Building and Safety Services, which agreement was
amended on July 1, 2023 (hereinafter referred to as the "AGREEMENT"); and
WHEREAS, in 2021, Staff prepared and initiated a Request for Qualifications
(RFQ) for on -call Building and Safety services; and
WHEREAS, The City Council has directed Staff to process development
projects expeditiously and to hire consultants when services are needed; and
WHEREAS, the existing AGREEMENT is set to expire on June 30, 2024 and
has a not to exceed sum of $3,000,000; and
WHEREAS, the CITY and CONSULTANT mutually desire to extend the term of
services to expire on June 30, 2026, increase the not to exceed amount to $4,250,000, and
increase the reimbursable rates as provided in Exhibit B to the AGREEMENT.
NOW THEREFORE, for good and valuable consideration, the sufficiency of
which is hereby acknowledged, the AGREEMENT is amended, effective July 1, 2024, as
follows:
1) Section 1.0 Term of Services shall be amended as follows and all other provision of
this section shall remain unchanged:
Term of Services. The term of this Agreement shall begin on the Effective Date and
shall end on June 30, 2026, the date of completion specified in Exhibit A, and
Consultant shall complete the work described in Exhibit A on or before that date, unless
the term of the Agreement is otherwise terminated or extended, as provided for in
Section 8. The time provided to Consultant to complete the services required by this
Agreement shall not affect the City's right to terminate the Agreement, as referenced
in Section 8. Notwithstanding the foregoing this Agreement may be extended on a
month to month basis for up to 6 months upon the written consent of the Consultant
and the City Manager, provided that: a) sufficient funds have been appropriated for
such purchase, b) the price charged by the Consultant for the provision of the serves
described in Exhibit A does not increase. None of the foregoing shall affect the City's
right to terminate the Agreement as provided for in Section 8.
2) Section 2.0 Compensation shall be amended as follows and all other provision of this
section shall remain unchanged:
COMPENSATION. CITY hereby agrees to pay CONSULTANT a sum not to exceed
$4,250,000.00 to be approved for use by the City Manager. CONSULTANT shall
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provide to CITY the amended services as shown in the Budget attached as Exhibit A,
all other provisions of this section shall remain unchanged.
3) Exhibit B shall be rescinded in its entirety and replaced with the attached revised
exhibit.
4) Except to the extent inconsistent with this Second Amendment, the Parties ratify and
confirm all of the terms and conditions of the AGREEMENT.
5) All requisite insurance policies to be maintained by the CONSULTANT pursuant to
the AGREEMENT, as may have been amended from time to time, shall include
coverage for the amended term, as described above.
6) The individuals executing this Second Amendment and the instruments referenced in
it on behalf of CONSULTANT each represent and warrant that they have the legal
power, right and actual authority to bind CONSULTANT to the terms and conditions
of this Third Amendment.
SIGNATURES ON THE FOLLOWING PAGE
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DocuSign Envelope ID: FDA5D56E-235E-4573-B327-COBDBF41B9EE
IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to be
executed as of July 1, 2024.
CITY OF DUBLIN 4LEAF, INC.
By:
,—DocuSigned �biy.
By. \—iiil%ldnccannaRS
Linda Smith, City Manager Kevin J. Duggan, President
ATTEST:
By:
Marsha Moore, City Clerk
APPROVED AS TO FORM:
By:
City Attorney
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DocuSign Envelope ID: FDA5D56E-235E-4573-B327-COBDBF41B9EE
EXHIBIT B
COMPENSATION SCHEDULE & REIMBURSABLE EXPENSES
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. Invoices shall include the purchase order number, amount of purchase
order, amount of purchase order remaining, and total hours of augmentation personnel
assigned to the City covered by purchase order. The format documentation included 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
business cards, all required code books and references, a vehicle and mobile field device
(smart phone or laptop) compatible with the City's permitting system.
1. Supervising Building Inspection
(Includes oversight of Contract
Inspectors, monitoring of inspections
Demand and a knowledge / certification
in commercial / multi -family and single-
family building systems. May include
plan checking assignments)
2. Building Inspector III
(Includes knowledge / certification
in commercial / multi -family and
single-family building systems including
structural. Mechanical, plumbing and
electrical systems. May include plan
checking of non-structural plans.)
3. Building Inspector II
(Includes knowledge / certification
in residential building systems including
structural, mechanical. Plumbing, and
electrical systems. May included plan
checking of non-structural plans.)
4. Building Inspector I
(Includes inspections of residential
buildings)
5. Building Inspector Trainee
$151.00
$132.00
$119.00
$99.00
$76.00
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6. Plan Review (On or off site) $170.00
7. Permit Technician $99.00
8. Overtime rates 150% of Above Hourly Rates
(When pre -approved in writing
from Contract Administrator or designee)
9. Certified Access Specialist -
Augmentation Inspector
(An hourly surcharge is permitted for
each inspector rate listed in this exhibit
that holds and active CASp certification)
$7.00
10. Expediting of Projects
(When pre -approved in writing
from Contract Administrator or designee.
Plan Check Times to be negotiated
with each project but shall be at least 30%
faster than plan check times listed in Exhibit A section la)
Project Manager / Deputy Building Official $170.00
Plan Check Rates 150% of Above Hourly Plan Review Rate
This AGREEMENT does not include an automatic annual escalation in rates. Rate
change requests, if any, shall be submitted in writing to the Contract Administrator for
the City of Dublin no later than April 1st of each year and if approved will become
effective July 1st of that year.
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DocuSign Envelope ID: 48235839-50B6-4F6E-94F1-54A84D845941
Attachment 3
SECOND AMENDMENT TO CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF DUBLIN AND
TRB & ASSOCIATES, INC.
WHEREAS, on July 1, 2021, the City of Dublin (hereinafter referred to as
"CITY") and TRB & Associates, Inc. (hereinafter referred to as "CONSULTANT") entered into
a Consulting Services Agreement for On -Call Building and Safety Services, which agreement
was amended on July 1, 2023 (hereinafter referred to as the "AGREEMENT"); and
WHEREAS, in 2021, Staff prepared and initiated a Request for Qualifications
(RFQ) for on -call Building and Safety services; and
WHEREAS, The City Council has directed Staff to process development
projects expeditiously and to hire consultants when services are needed; and
WHEREAS, the existing AGREEMENT is set to expire on June 30, 2024 and
has a not to exceed sum of $1,750,000; and
WHEREAS, the CITY and CONSULTANT mutually desire to extend the term of
services to expire on June 30, 2026, increase the not to exceed amount to $2,750,000, and
increase the reimbursable rates as provided in Exhibit B to the AGREEMENT.
NOW THEREFORE, for good and valuable consideration, the sufficiency of
which is hereby acknowledged, the AGREEMENT is amended, effective July 1, 2024, as
follows:
1) Section 1.0 Term of Services shall be amended as follows and all other provision of
this section shall remain unchanged:
Term of Services. The term of this Agreement shall begin on the Effective Date and
shall end on June 30, 2026, the date of completion specified in Exhibit A, and
Consultant shall complete the work described in Exhibit A on or before that date, unless
the term of the Agreement is otherwise terminated or extended, as provided for in
Section 8. The time provided to Consultant to complete the services required by this
Agreement shall not affect the City's right to terminate the Agreement, as referenced
in Section 8. Notwithstanding the foregoing this Agreement may be extended on a
month to month basis for up to 6 months upon the written consent of the Consultant
and the City Manager, provided that: a) sufficient funds have been appropriated for
such purchase, b) the price charged by the Consultant for the provision of the serves
described in Exhibit A does not increase. None of the foregoing shall affect the City's
right to terminate the Agreement as provided for in Section 8.
2) Section 2.0 Compensation shall be amended as follows and all other provision of this
section shall remain unchanged:
COMPENSATION. CITY hereby agrees to pay CONSULTANT a sum not to exceed
$2,750,000.00 to be approved for use by the City Manager. CONSULTANT shall
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provide to CITY the amended services as shown in the Budget attached as Exhibit A,
all other provisions of this section shall remain unchanged.
3) Exhibit B shall be rescinded in its entirety and replaced with the attached revised
exhibit.
4) Except to the extent inconsistent with this Second Amendment, the Parties ratify and
confirm all of the terms and conditions of the AGREEMENT.
5) All requisite insurance policies to be maintained by the CONSULTANT pursuant to
the AGREEMENT, as may have been amended from time to time, shall include
coverage for the amended term, as described above.
6) The individuals executing this Second Amendment and the instruments referenced in
it on behalf of CONSULTANT each represent and warrant that they have the legal
power, right and actual authority to bind CONSULTANT to the terms and conditions
of this Second Amendment.
SIGNATURES ON THE FOLLOWING PAGE
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DocuSign Envelope ID: 48235839-50B6-4F6E-94F1-54A84D845941
IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be
executed as of July 1, 2024.
CITY OF DUBLIN TRB & ASSOCIATES, INC.
By:
Linda Smith, City Manager
ATTEST:
By:
Marsha Moore, City Clerk
APPROVED AS TO FORM:
By:
City Attorney
p—DocuSigned by:
M
By: '.-075F0172DECE462
Todd Bailey, P.E., LEED AP, CASp, MBA
Principal and Project Manager
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EXHIBIT B
COMPENSATION SCHEDULE & REIMBURSABLE EXPENSES
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. Invoices shall include the purchase order number, amount of purchase
order, amount of purchase order remaining, and total hours of augmentation personnel
assigned to the City covered by purchase order. The format documentation included 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
business cards, all required code books and references, a vehicle and mobile field device
(smart phone or laptop) compatible with the City's permitting system.
1. Supervising Building Inspection $153.00
(Includes oversight of Contract
Inspectors, monitoring of inspections
Demand and a knowledge / certification
in commercial / multi -family and single-
family building systems. May include
plan checking assignments)
2. Building Inspector III $142.00
(Includes knowledge / certification
in commercial / multi -family and
single-family building systems including
structural. Mechanical, plumbing and
electrical systems. May include plan
checking of non-structural plans.)
3. Building Inspector II $131.00
(Includes knowledge / certification
in residential building systems including
structural, mechanical. Plumbing, and
electrical systems. May included plan
checking of non-structural plans.)
4. Building Inspector I
(Includes inspections of residential
buildings)
$114.00
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5. Building Inspector Trainee $92.00
6. Plan Review (On or off site) $153.00
7. Permit Technician $98.00
8. Overtime rates 150% of Above Hourly Rates
(When pre -approved in writing
from Contract Administrator or designee)
9. Certified Access Specialist -
Augmentation Inspector
(An hourly surcharge is permitted for
each inspector rate listed in this exhibit
that holds and active CASp certification)
$7.00
10. Expediting of Projects
(When pre -approved in writing
from Contract Administrator or designee.
Plan Check Times to be negotiated
with each project but shall be at least 30%
faster than plan check times listed in Exhibit A section la)
Project Manager / Deputy Building Official $164.00
Plan Check Rates 150% of Above Hourly Plan Review Rate
This AGREEMENT does not include an automatic annual escalation in rates. Rate change
requests, if any, shall be submitted in writing to the Contract Administrator for the City of
Dublin no later than April 1st of each year and if approved will become effective July 1st of
that year.
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Attachment 4
CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF DUBLIN AND
4LEAF, INC.
THIS AGREEMENT for consulting services is made by and between the City of Dublin ("City") and
4Leaf, Inc. ("Consultant") (together sometimes referred to as the "Parties") as of July 1, 2021 (the "Effective
Date").
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 Work 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 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 Effective Date and shall
end on June 30, 2024, the date of completion specified in Exhibit A, and Consultant shall
complete the work described in Exhibit A on or before that date, unless the term of the
Agreement is otherwise terminated or extended, as provided for in Section 8. The time
provided to Consultant to complete the services required by this Agreement shall not affect
the City's right to terminate the Agreement, as referenced in Section 8. Notwithstanding
the foregoing this Agreement may be extended on a month to month basis for up to 6
months upon the written consent of the Consultant and the City Manager, provided that: a)
sufficient funds have been appropriated for such purchase, b) the price charged by the
Consultant for the provision of the serves described in Exhibit A does not increase. None
of the foregoing shall affect the City's right to terminate the Agreement 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.
1.3 Assignment 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 Subsection 1.2 above and to satisfy Consultant's obligations hereunder.
1.5 [Reserved].
1.6 [Reserved].
Consulting Services Agreement between City of Dublin and
4Leaf, Inc.
July 1, 2021
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Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed
$3,000,000, notwithstanding any contrary indications that may be contained in Consultant's proposal, 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 in
writing, Consultant shall not bill City for duplicate services performed by more than one person.
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. No individual performing work under this Agreement shall
bill more than 2,000 hours in a fiscal year unless approved, in writing, by the City Manager
or his/her designee. 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;
• A Task Summary containing the original contract amount, the amount of prior billings,
the total due this period, the balance available under the Agreement, and the
percentage of completion;
• A copy of the applicable time entries or time sheets shall be submitted showing the
following:
o Daily logs of total hours worked by each individual performing work under
this Agreement
o Hours must be logged in increments of tenths of an hour or quarter hour
o If this Agreement covers multiple projects, all hours must also be logged
by project assignment
o 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;
Consulting Services Agreement between City of Dublin and
4Leaf, Inc.
July 1, 2021
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■ The Consultant's signature;
■ Consultant shall give separate notice to the City when the total number of hours
worked by Consultant and any individual employee, agent, or subcontractor of
Consultant reaches or exceeds 800 hours within a 12-month period under this
Agreement and any other agreement between Consultant and City. Such notice shall
include an estimate of the time necessary to complete work described in Exhibit A and
the estimate of time necessary to complete work under any other agreement between
Consultant and City, if applicable.
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 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.
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,
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 compensation schedule attached hereto as Exhibit B.
2.6 Reimbursable Expenses. Reimbursable expenses are specified in Exhibit B. Expenses
not listed in Exhibit B are not chargeable to City. Reimbursable expenses are included in
the total amount of compensation provided under this Agreement that shall not be
exceeded.
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 to verify costs incurred to that date.
Consulting Services Agreement between City of Dublin and
4Leaf, Inc.
July 1, 2021
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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 fully executing this Agreement, Consultant, at its
own cost and expense, unless otherwise specified below, shall procure the types and amounts of insurance
listed below 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. Consistent with the following provisions, 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, and that such insurance is in effect prior to beginning work.
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 or proposal. 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 to City that such insurance is in
effect. VERIFICATION OF THE REQUIRED INSURANCE SHALL BE SUBMITTED AND MADE PART OF
THIS AGREEMENT PRIOR TO EXECUTION. Consultant shall maintain all required insurance listed
herein for the duration of this Agreement.
4.1 Workers' Compensation.
4.1.1 General Requirements. 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 $1,000,000 per accident. In the alternative,
Consultant may rely on a self-insurance program to meet these 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 California Labor Code shall be solely in the discretion of the
Contract Administrator.
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The Workers' Compensation policy shall be endorsed with a waiver of subrogation
in favor of the entity for all work performed by the Consultant, its employees,
agents, and subcontractors.
4.1.2 Submittal Requirements. To comply with Subsection 4.1, Consultant shall
submit the following:
a. Certificate of Liability Insurance in the amounts specified in the section;
and
b. Waiver of Subrogation Endorsement as required by the section.
4.2 Commercial General and Automobile Liability Insurance.
4.2.1 General Requirements. Consultant, at its own cost and expense, shall maintain
commercial general liability insurance for the term of this Agreement in an amount
not less than $1,000,000 and automobile liability insurance for the term of this
Agreement in an amount not less than $1,000,000 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 Coverage. Commercial general coverage shall be at least as
broad as Insurance Services Office Commercial General Liability occurrence form
CG 0001 (most recent edition) covering comprehensive General Liability on an
"occurrence" basis. Automobile coverage shall be at least as broad as Insurance
Services Office Automobile Liability form CA 0001, 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 a certified endorsement to the policy:
a. The Insurance shall cover on an occurrence or an accident basis, and not
on a claims -made basis.
b. City, its officers, officials, employees, and volunteers are to be covered as
additional insureds as respects: liability arising out of work or operations
performed by or on behalf of the Consultant; or automobiles owned,
leased, hired, or borrowed by the Consultant.
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c. Consultant hereby agrees to waive subrogation which any insurer or
contractor may require from vendor by virtue of the payment of any loss.
Consultant agrees to obtain any endorsements that may be necessary to
effect this waiver of subrogation.
d. For any claims related to this Agreement or the work hereunder, the
Consultant's insurance coverage shall be primary insurance as respects
the City, its officers, officials, employees, and volunteers. Any insurance
or self-insurance maintained by the City, its officers, officials, employees,
or volunteers shall be excess of the Consultant's insurance and shall not
contribute with it.
4.2.4 Submittal Requirements. To comply with Subsection 4.2, Consultant shall
submit the following:
a. Certificate of Liability Insurance in the amounts specified in the section;
b. Additional Insured Endorsement as required by the section;
c. Waiver of Subrogation Endorsement as required by the section; and
d. Primary Insurance Endorsement as required by the section.
4.3 Professional Liability Insurance.
4.3.1 General Requirements. 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 $2,000,000 covering the licensed professionals' errors and
omissions. Any deductible or self -insured retention shall not exceed $150,000 per
claim.
4.3.2 Claims -Made Limitations. The following provisions shall apply if the professional
liability coverage is written on a claims -made form:
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 5 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 shall purchase an extended period coverage
for a minimum of 5 years after completion of work under this Agreement.
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d. A copy of the claim reporting requirements must be submitted to the City
for review prior to the commencement of any work under this Agreement.
4.3.3 Additional Requirements. A certified endorsement to include contractual liability
shall be included in the policy.
4.3.4 Submittal Requirements. To comply with Subsection 4.3, Consultant shall
submit the Certificate of Liability Insurance in the amounts specified in the section.
4.4 All Policies Requirements.
4.4.1 Acceptability 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 Coverage. Prior to beginning any work under this Agreement,
Consultant shall furnish City with complete copies of all Certificates of Liability
Insurance delivered to Consultant by the insurer, including complete copies of all
endorsements attached to the policies. All copies of Certificates of Liability
Insurance and certified endorsements shall show the signature of a person
authorized by that insurer to bind coverage on its behalf. If the City does not
receive the required insurance documents prior to the Consultant beginning work,
it shall not waive the Consultant's obligation to provide them. The City reserves
the right to require complete copies of all required insurance policies at any time.
4.4.3 Deductibles and Self -Insured Retentions. Consultant shall disclose to and
obtain the written 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. At the option of the City, either: the insurer shall reduce or eliminate
such deductibles or self -insured retentions as respects the City, its officers,
employees, and volunteers; or the Consultant shall provide a financial guarantee
satisfactory to the City guaranteeing payment of losses and related investigations,
claim administration and defense expenses.
4.4.4 Wasting Policies. No policy required by this Section 4 shall include a "wasting"
policy limit (i.e. limit that is eroded by the cost of defense).
4.4.5 Endorsement Requirements. Each insurance policy required by Section 4 shall
be endorsed to state that coverage shall not be canceled by either party, except
after 30 days' prior written notice has been provided to the City.
4.4.6 Subcontractors. Consultant shall include all subcontractors as insureds under its
policies or shall furnish separate certificates and certified endorsements for each
subcontractor. All coverages for subcontractors shall be subject to all of the
requirements stated herein.
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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. Refer to the attached
Exhibit C, which is incorporated herein and made a part of this Agreement.
Section 6. STATUS OF CONSULTANT.
6.1 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. This Agreement shall
not be construed as an agreement for employment. City shall have the right to control
Consultant only insofar as the results of Consultants services rendered pursuant to this
Agreement and assignment of personnel pursuant to Subsection 1.3; however, otherwise
City shall not have the right to control the means by which Consultant accomplishes
services rendered pursuant to this Agreement. Consultant further acknowledges that
Consultant performs Services outside the usual course of the City's business; and is
customarily engaged in an independently established trade, occupation, or business of the
same nature as the Consultant performs for the City and has the option to perform such
work for other entities. 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.
6.2 Consultant Not an Agent. 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.
Section 7. LEGAL REQUIREMENTS.
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7.1 Governing Law. The laws of the State of California shall govern this Agreement.
7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with
all laws and regulations applicable to the performance of the work hereunder, including but
not limited to, the California Building Code, the Americans with Disabilities Act, and any
copyright, patent or trademark law. Consultant's failure to comply with any law(s) or
regulation(s) applicable to the performance of the work hereunder shall constitute a breach
of contract.
7.3 Other Governmental Regulations. 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, sex, gender, religion (including religious dress and grooming
practices), national origin, ancestry, physical or mental disability, medical condition
(including cancer and genetic characteristics), marital status, age, sexual orientation, color,
creed, pregnancy, genetic information, gender identity or expression, political affiliation or
belief, military/veteran status, or any other classification protected by applicable local,
state, or federal laws (each a "Protected Characteristic"), 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 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 30 days' written notice to City and shall
include in such notice the reasons for cancellation.
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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
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 Assignment and Subcontracting. 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 by Consultant. If Consultant materially breaches any of the terms
of this Agreement, City's remedies shall include, but are not 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
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July 1, 2021
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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
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 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 Subsection 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 $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 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.
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10.3 Severabilitv. 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.
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 Assigns. 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 Recycled 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 Section 1090 et seq.
Consultant hereby warrants that it is not now, nor has it been in the previous 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 12 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 California Government Code
Section 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 California Government Code
Section 1090 et seq., and, if applicable, will be disqualified from holding public office in the
State of California.
At City's sole discretion, Consultant may be required to file with the City a Form 700 to
identify and document Consultant's economic interests, as defined and regulated by the
California Fair Political Practices Commission. If Consultant is required to file a Form 700,
Consultant is hereby advised to contact the Dublin City Clerk for the Form 700 and
directions on how to prepare it.
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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 the City Manager
("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:
4Leaf, Inc.
2126 Rheem Drive
Pleasanton, CA 94588
Any written notice to City shall be sent to:
City of Dublin
Att: City Manager
100 Civic Plaza
Dublin, CA 94568
10.11 Integration. This Agreement, including the scope of work attached hereto and
incorporated herein as Exhibits A, B, and C represents the entire and integrated
agreement between City and Consultant and supersedes all prior negotiations,
representations, or agreements, either written or oral.
Exhibit A Scope of Services
Exhibit B Compensation Schedule & Reimbursable Expenses
Exhibit C Indemnification
10.12 Counterparts. This Agreement may be executed in multiple counterparts, each of which
shall be an original and all of which together shall constitute one agreement.
10.13 Certification per Iran Contracting Act of 2010. In the event that this contract is for
one million dollars ($1,000,000.00) or more, by Consultant's signature below Consultant
certifies that Consultant, and any parent entities, subsidiaries, successors or subunits of
Consultant are not identified on a list created pursuant to subdivision (b) of Section 2203 of
the California Public Contract Code as a person engaging in investment activities in Iran as
described in subdivision (a) of Section 2202.5, or as a person described in subdivision (b)
of Section 2202.5 of the California Public Contract Code, as applicable.
SIGNATURES ON FOLLOWING PAGE
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The Parties have executed this Agreement as of the Effective Date. The persons whose signatures appear
below certify that they are authorized to sign on behalf of the respective Party.
CITY OF DUBLIN 4LEAF, INC.
r— Docl�^Ca"�-vs�-�--
'—E33836CFFC044EO
Linda Smith, City Manager
Attest:
,—DocuSiigned by:
O Villprze
Marsha Moore, City Clerk
Approved as to Form:
iDocuSigned by:
orkitA, I°jis6p rar
City Attorney
3070368.1
DocuSigned by:
E.ty.yr
Kevin J. Duggan, President
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EXHIBIT A
SCOPE OF SERVICES
1. BUILDING INSPECTION AND PLAN CHECK SERVICES. Consultant shall enforce provisions of
the City's Building, Residential, Electrical, Plumbing, Mechanical, Green Building Standards,
Universal Design, Energy and Building Maintenance Codes; The City of Dublin's Zoning Code; 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 assigned, 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 assigned by the Chief Building Official, review plans prepared by or on
behalf of applicants for compliance with the applicable Federal, State, and City ordinances
and regulations.
Consultant will strive to complete the first plan check submitted within ten (10) business
days of notification of assignment of review by the City. The goal agreed to by Consultant
will be to complete 95% of all complete submittal within the ten (10) day period. City
recognizes that on large scale projects this may not be possible, and Consultant will strive
for a plan review period that does not exceed fifteen (15) days on large-scale projects.
The Consultant SHALL notify the Chief Building Official if the first plan check will not be
completed within ten (10) business days.
Consultant will strive to complete the second or subsequent plan check submitted within
five (5) business days of notification of assignment of review by the City. The goal agreed
to by Consultant will be to complete 95% of all complete submittal within the five (5) day
period. City recognizes that on large scale projects this may not be possible, and
Consultant will strive for a plan review period that does not exceed ten (10) days on large-
scale projects. The Consultant SHALL notify the Chief Building Official if the first plan
check will not be completed within five (5) business days.
b. Building 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 inspections for each project
at the completion of 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 personnel. Consultant shall promptly
identify alternate personnel in the event of a request by the City Manager and / or
designee.
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In the event that Consultant request 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. Building Maintenance / Housing Code Enforcement. Under the direction of the Chief
Building Official, Consultant shall enforce the City's Building Maintenance Code by
investigation of complaints regarding substandard housing conditions and when
necessary, prepare cases for citation hearings, criminal proceedings in municipal court,
and / or civil abatement proceedings.
d. Presentations 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 upon request
shall assist the 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 Permit Technician or Building Official services. Fees for such services shall be
negotiated on an as -needed basis as approved by the City Manager or his/her designee.
2. 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 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 Building and Safety process.
3. 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.
4. LIMITATIONS (AVODANCE OF CONFLICTS). During the term of this Agreement, Consultant
shall not provide services to any client for a project that requires and approval from the City.
5. EMERGENCY OPERATIONS ASSISTANCE. The following terms and conditions are hereby
agreed to by Consultant in the event of a local or reainal emeraencv:
a. Report into the City of Dublin Emergency Operations Center (E.O.C.). Contract personnel
assigned to the City 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.
Consulting Services Agreement between City of Dublin and July 1, 2021
4Leaf, Inc. Exhibit A — Page 2 of 3
30
DocuSign Envelope ID: 36FD92E5-EDOD-4617-9D48-BFC8BF3579F8
b. Consultant shall provide emergency preparedness training. All contract personnel assigned to
the City shall maintain at all times appropriate emergency training and certification, such as
ATC-20 Damage Assessment Training and Certification.
c. The Consultant shall make contract personnel and Consultant resources available for
emergency response at the same hourly rates and conditions specified in this contract.
d. The Consultant acknowledges that emergency response work may require variations in the
work hours and assignments.
Consulting Services Agreement between City of Dublin and July 1, 2021
4Leaf, Inc. Exhibit A — Page 3 of 3
31
DocuSign Envelope ID: 36FD92E5-EDOD-4617-9D48-BFC8BF3579F8
EXHIBIT B
COMPENSATION SCHEDULE & REIMBURSABLE EXPENSES
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. Invoices shall include
the purchase order number, amount of purchase order, amount of purchase order remaining, and
total hours of augmentation personnel assigned to the City covered by purchase order. The format
documentation included 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 business
cards, all required code books and references, a vehicle, mileage and mobile field device (tablet or
laptop) compatible with the City's permitting and plan storage systems.
1) Supervising Building Inspection
(Includes oversight of Contract
Inspectors, monitoring of inspections
Demand and a knowledge / certification
in commercial / multi -family and single-
family building systems. May include
plan checking assignments)
2) Building Inspector III
(Includes knowledge / certification
in commercial / multi -family and
single-family building systems including
structural. Mechanical, plumbing and
electrical systems. May include plan
checking of non-structural plans.)
3) Building Inspector II
(Includes knowledge / certification
in residential building systems including
structural, mechanical. Plumbing, and
electrical systems. May included plan
checking of non-structural plans.)
4) Building Inspector I
(Includes inspections of residential
buildings)
$124.00
$111.00
$101.00
$87.00
Consulting Services Agreement between City of Dublin and July 1, 2021
4Leaf, Inc. Exhibit B — Page 1 of 2
32
DocuSign Envelope ID: 36FD92E5-EDOD-4617-9D48-BFC8BF3579F8
5) Building Inspector Trainee $67.00
6) Plan Review (On or off site) $140.00
7) Permit Technician $75.00 to $85.00
8) Overtime rates 150% of Above Hourly Rates
(When pre -approved in writing
from Contract Administrator or designee)
9) Certified Access Specialist -
Augmentation Inspector
(An hourly surcharge is permitted for
each inspector rate listed in this exhibit
that holds and active CASp certification)
$5.00
10) Expediting of Projects
(When pre -approved in writing
from Contract Administrator or designee.
Plan Check Times to be negotiated
with each project but shall be at least 30%
faster than plan check times listed in ExhibitA section la)
Project Manager / Deputy Building Official $132.00
Plan Check Rates 150% of Above Hourly Plan Review Rate
This agreement does not include an automatic annual escalation in rates. Rate change requests,
if any, shall be submitted in writing to the Contract Administrator for the City of Dublin no later than April 1st
of each year and if approved by the City Council would become effective July 1st of that year.
Consulting Services Agreement between City of Dublin and July 1, 2021
4Leaf, Inc. Exhibit B — Page 2 of 2
33
DocuSign Envelope ID: 36FD92E5-EDOD-4617-9D48-BFC8BF3579F8
EXHIBIT C
INDEMNIFICATION
A. Consultant shall, to the extent permitted by law, including without limitation California Civil Code 2782
and 2782.8, indemnify, hold harmless and assume the defense of, in any actions at law or in equity, the
City, its employees, agents, volunteers, and elective and appointive boards, from all claims, losses, and
damages, including property damage, personal injury, death, and liability of every kind, nature and
description, arising out of, pertaining to or related to the negligence, recklessness or willful misconduct
of Consultant or any person directly or indirectly employed by, or acting as agent for, Consultant, during
and after completion of Consultant's work under this Agreement.
B. With respect to those claims arising from a professional error or omission, Consultant shall defend,
indemnify and hold harmless the City (including its elected officials, officers, employees, and
volunteers) from all claims, losses, and damages arising from the professionally negligent acts, errors
or omissions of Consultant, however, the cost to defend charged to Consultant shall not exceed
Consultant's proportionate percentage fault.
C. Consultant's obligation under this section does not extend to that portion of a claim caused in whole or
in part by the sole negligence or willful misconduct of the City.
D. Consultant shall also indemnify, defend and hold harmless the City from all suits or claims for
infringement of any patent rights, copyrights, trade secrets, trade names, trademarks, service marks, or
any other proprietary rights of any person or persons because of the City or any of its officers,
employees, volunteers, or agents use of articles, products things, or services supplied in the
performance of Consultant's services under this Agreement, however, the cost to defend charged to
Consultant shall not exceed Consultant's proportionate percentage fault.
E. 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.
3070368.1
Consulting Services Agreement between City of Dublin and July 1, 2021
4Leaf, Inc. Exhibit C — Page 1 of 1
34
DocuSign Envelope ID: 90BAC685-F631-484B-A06B-049653F3A49C
FIRST AMENDMENT TO CONSULTING SERVICES AGREEMENT
BETWEEN THE CITY OF DUBLIN AND
4LEAF, INC.
WHEREAS, on July 1, 2021, the City of Dublin (hereinafter referred to as
"CITY") and 4Leaf, Inc. (hereinafter referred to as "CONSULTANT") entered into a
Consulting Services Agreement for Building and Safety services (hereinafter referred to as
the "AGREEMENT"); and
WHEREAS, The City Council has directed Staff to process development
projects expeditiously and to hire consultants when services are needed; and
WHEREAS, the existing AGREEMENT expires on June 30, 2024; and
WHEREAS, the CITY and CONSULTANT now wish to amend the Agreement
to increase the reimbursable rates as provided in Exhibit B, Compensation Schedule &
Reimbursable Expenses, of the Agreement.
NOW THEREFORE, for good and valuable consideration, the sufficiency of
which is hereby acknowledged, the AGREEMENT is amended as follows:
1) Exhibit B shall be rescinded in its entirety and replaced with the following:
Exhibit B, Compensation Schedule — Section B. Hourly Rates:
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. Invoices shall include the purchase order number,
amount of purchase order, amount of purchase order remaining, and total hours of
augmentation personnel assigned to the City covered by purchase order. The
format documentation included on the invoice shall be subject to approval by the
City Manager and/or designee.
B. HOURLY RATES:
1
)
The following rates include all reimbursable or indirect costs, including but not
limited to business cards, all required code books and references, a vehicle and
mobile field device (smart phone or laptop) compatible with the City's permitting
system.
Supervising Building Inspection
(Includes oversight of Contract
Inspectors, monitoring of inspections
Demand and a knowledge / certification
in commercial / multi -family and single-
family building systems. May include
$133.00
Page 1 of 4
35
DocuSign Envelope ID: 90BAC685-F631-484B-A06B-049653F3A49C
plan checking assignments)
2) Building Inspector III
(Includes knowledge / certification
in commercial / multi -family and
single-family building systems including
structural. Mechanical, plumbing and
electrical systems. May include plan
checking of non-structural plans.)
3) Building Inspector II
(Includes knowledge / certification
in residential building systems including
structural, mechanical. Plumbing, and
electrical systems. May included plan
checking of non-structural plans.)
4) Building Inspector I
(Includes inspections of residential
buildings)
$119.00
$108.00
$93.00
5) Building Inspector Trainee $72.00
6) Plan Review (On or off site) $150.00
7) Permit Technician $80.00 to $91.00
8) Overtime rates 150% of Above Hourly Rates
(When pre -approved in writing
from Contract Administrator or designee)
9) Certified Access Specialist -
Augmentation Inspector
(An hourly surcharge is permitted for
each inspector rate listed in this exhibit
that holds and active CASp certification)
$7.00
10) Expediting of Projects
(When pre -approved in writing
from Contract Administrator or designee.
Plan Check Times to be negotiated
with each project but shall be at least 30)/0
faster than plan check times listed in Exhibit A section la)
Project Manager / Deputy Building Official $150.00
Plan Check Rates 150% of Above Hourly Plan Review Rate
Page 2 of 4
36
DocuSign Envelope ID: 90BAC685-F631-484B-A06B-049653F3A49C
This agreement does not include an automatic annual escalation in rates. Rate change
requests, if any, shall be submitted in writing to the Contract Administrator for the City of
Dublin no later than April 1st of each year and if approved will become effective July 1st of
that year.
2) Except to the extent inconsistent with this First Amendment, the Parties ratify and
confirm all of the terms and conditions of the AGREEMENT.
3) All requisite insurance policies to be maintained by the Consultant pursuant to the
Agreement, as may have been amended from time to time, shall include coverage for
the amended term, as described above.
4) The individuals executing this Amendment and the instruments referenced in it on
behalf of Consultant each represent and warrant that they have the legal power, right
and actual authority to bind Consultant to the terms and conditions of this
Amendment.
SIGNATURES ON THE FOLLOWING PAGE
Page 3 of 4
37
DocuSign Envelope ID: 90BAC685-F631-484B-A06B-049653F3A49C
executed as of the date of the City Manager's signature below.
CITY OF DUBLIN
By:
DocuSigned by:
4C9CFFC01^€.?...
Linda Smith, City Manager
Dated: 5/21/2022
ATTEST:
By:
DocuSigned by:
06061
y rS CS! a JVLLr4VH...
Marsha oore, City Clerk
APPROVED AS TO FORM:
. rDocuSignedby:
By
City Attorney
By:
4LEAF, INC.
DocuSigned by:
Putow.tA,
Kevin J.`Bifgger rbsident
Page 4 of 4
38
DocuSign Envelope ID: 14024560-9E69-4F77-987B-CE3DB5072BAE
AMENDMENT #2 TO CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF DUBLIN AND
4LEAF, INC.
WHEREAS, on July 1, 2021, the City of Dublin (hereinafter referred to as
"CITY") and 4Leaf, Inc. (hereinafter referred to as "CONSULTANT") entered into a Consulting
Services Agreement for Building and Safety services (hereinafter referred to as the
"AGREEMENT"); and
WHEREAS, The City Council has directed Staff to process development
projects expeditiously and to hire consultants when services are needed; and
WHEREAS, the existing AGREEMENT expires on June 30, 2024; and
WHEREAS, the CITY and CONSULTANT now wish to amend the Agreement
to increase the reimbursable rates as provided in Exhibit B, Compensation Schedule &
Reimbursable Expenses, of the Agreement.
NOW THEREFORE, for good and valuable consideration, the sufficiency of
which is hereby acknowledged, the AGREEMENT is amended as follows:
1) Exhibit B shall be rescinded in its entirety and replaced with the following:
Exhibit B, Compensation Schedule — Section B. Hourly Rates:
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. Invoices shall include the purchase order number,
amount of purchase order, amount of purchase order remaining, and total hours of
augmentation personnel assigned to the City covered by purchase order. The
format documentation included on the invoice shall be subject to approval by the
City Manager and/or designee.
B. HOURLY RATES:
Exhibit B, Compensation Schedule — Section B. Hourly Rates: The following
rates include all reimbursable or indirect costs, including but not limited to business
cards, all required code books and references, a vehicle and mobile field device
(smart phone or laptop) compatible with the City's permitting system.
1) Supervising Building Inspection $144.00
(Includes oversight of Contract
Inspectors, monitoring of inspections
Demand and a knowledge / certification
in commercial / multi -family and single-
family building systems. May include
plan checking assignments)
Page 1 of 4
39
DocuSign Envelope ID: 14024560-9E69-4F77-987B-CE3DB5072BAE
2) Building Inspector III
(Includes knowledge / certification
in commercial / multi -family and
single-family building systems including
structural. Mechanical, plumbing and
electrical systems. May include plan
checking of non-structural plans.)
3) Building Inspector II
(Includes knowledge / certification
in residential building systems including
structural, mechanical. Plumbing, and
electrical systems. May included plan
checking of non-structural plans.)
4) Building Inspector I
(Includes inspections of residential
buildings)
$127.00
$114.00
$97.00
5) Building Inspector Trainee $74.00
6) Plan Review (On or off site) $160.00
7) Permit Technician $84.00 - $97.00
8) Overtime rates 150% of Above Hourly Rates
(When pre -approved in writing
from Contract Administrator or designee)
9) Certified Access Specialist -
Augmentation Inspector
(An hourly surcharge is permitted for
each inspector rate listed in this exhibit
that holds and active CASp certification)
$7.00
10) Expediting of Projects
(When pre -approved in writing
from Contract Administrator or designee.
Plan Check Times to be negotiated
with each project but shall be at least 30%
faster than plan check times listed in Exhibit A section la)
Project Manager / Deputy Building Official $160.00
Plan Check Rates 150% of Above Hourly Plan Review Rate
Page 2of4
40
DocuSign Envelope ID: 14024560-9E69-4F77-987B-CE3DB5072BAE
This agreement does not include an automatic annual escalation in rates. Rate change
requests, if any, shall be submitted in writing to the Contract Administrator for the City of
Dublin no later than April 1st of each year and if approved will become effective July 1st of
that year.
2) Except to the extent inconsistent with this Second Amendment, the Parties ratify and
confirm all of the terms and conditions of the AGREEMENT.
3) All requisite insurance policies to be maintained by the Consultant pursuant to the
Agreement, as may have been amended from time to time, shall include coverage for
the amended term, as described above.
4) The individuals executing this Amendment and the instruments referenced in it on
behalf of Consultant each represent and warrant that they have the legal power, right
and actual authority to bind Consultant to the terms and conditions of this
Amendment.
SIGNATURES ON THE FOLLOWING PAGE
Page 3of4
41
DocuSign Envelope ID: 14024560-9E69-4F77-987B-CE3DB5072BAE
IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be
executed as of the date of the City Manager's signature below.
CITY OF DUBLIN
�DocuSi ned by:
By•k._F33R3firFFCOdaF0
Linda Smith, City Manager
Dated:
ATT ccuSigned by:
By: 96670815D22F40A...
Marsha Moore, City Clerk
APPROVED AS TO FORM:
,—DocuSigned by:
Cci
By:-21204750D69C449...
City Attorney
4LEAF, INC.
1—ID�oc.u.(
Signed byA,
By: "-813734D554DD4B5..
Kevin J. Duggan, President
Page 4 of 4
42
Attachment 5
CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF DUBLIN AND
TRB AND ASSOCIATES, INC.
THIS AGREEMENT for consulting services is made by and between the City of Dublin ("City") and
TRB and Associates, Inc. ("Consultant") (together sometimes referred to as the "Parties") as of July 1, 2021
(the "Effective Date").
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 Work 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 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 Effective Date and shall
end on June 30, 2024, the date of completion specified in Exhibit A, and Consultant shall
complete the work described in Exhibit A on or before that date, unless the term of the
Agreement is otherwise terminated or extended, as provided for in Section 8. The time
provided to Consultant to complete the services required by this Agreement shall not affect
the City's right to terminate the Agreement, as referenced in Section 8. Notwithstanding
the foregoing this Agreement may be extended on a month to month basis for up to 6
months upon the written consent of the Consultant and the City Manager, provided that: a)
sufficient funds have been appropriated for such purchase, b) the price charged by the
Consultant for the provision of the serves described in Exhibit A does not increase. None
of the foregoing shall affect the City's right to terminate the Agreement 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.
1.3 Assignment 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 Subsection 1.2 above and to satisfy Consultant's obligations hereunder.
1.5 [Reserved].
1.6 [Reserved].
Consulting Services Agreement between City of Dublin and
TRB and Associates, Inc.
July 1, 2021
Page 1 of 14
43
Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed
$1,000,000, notwithstanding any contrary indications that may be contained in Consultant's proposal, 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 in
writing, Consultant shall not bill City for duplicate services performed by more than one person.
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. No individual performing work under this Agreement shall
bill more than 2,000 hours in a fiscal year unless approved, in writing, by the City Manager
or his/her designee. 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;
• A Task Summary containing the original contract amount, the amount of prior billings,
the total due this period, the balance available under the Agreement, and the
percentage of completion;
• A copy of the applicable time entries or time sheets shall be submitted showing the
following:
o Daily logs of total hours worked by each individual performing work under
this Agreement
o Hours must be logged in increments of tenths of an hour or quarter hour
o If this Agreement covers multiple projects, all hours must also be logged
by project assignment
o 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;
• The Consultant's signature;
Consulting Services Agreement between City of Dublin and
TRB and Associates, Inc.
July 1, 2021
Page 2 of 14
44
• Consultant shall give separate notice to the City when the total number of hours
worked by Consultant and any individual employee, agent, or subcontractor of
Consultant reaches or exceeds 800 hours within a 12-month period under this
Agreement and any other agreement between Consultant and City. Such notice shall
include an estimate of the time necessary to complete work described in Exhibit A and
the estimate of time necessary to complete work under any other agreement between
Consultant and City, if applicable.
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 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.
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,
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 compensation schedule attached hereto as Exhibit B.
2.6 Reimbursable Expenses. Reimbursable expenses are specified in Exhibit B. Expenses
not listed in Exhibit B are not chargeable to City. Reimbursable expenses are included in
the total amount of compensation provided under this Agreement that shall not be
exceeded.
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 to verify costs incurred to that date.
Consulting Services Agreement between City of Dublin and
TRB and Associates, Inc.
July 1, 2021
Page 3 of 14
45
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 fully executing this Agreement, Consultant, at its
own cost and expense, unless otherwise specified below, shall procure the types and amounts of insurance
listed below 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. Consistent with the following provisions, 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, and that such insurance is in effect prior to beginning work.
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 or proposal. 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 to City that such insurance is in
effect. VERIFICATION OF THE REQUIRED INSURANCE SHALL BE SUBMITTED AND MADE PART OF
THIS AGREEMENT PRIOR TO EXECUTION. Consultant shall maintain all required insurance listed
herein for the duration of this Agreement.
4.1 Workers' Compensation.
4.1.1 General Requirements. 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 $1,000,000 per accident. In the alternative,
Consultant may rely on a self-insurance program to meet these 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 California Labor Code shall be solely in the discretion of the
Contract Administrator.
Consulting Services Agreement between City of Dublin and
TRB and Associates, Inc.
July 1, 2021
Page 4 of 14
46
The Workers' Compensation policy shall be endorsed with a waiver of subrogation
in favor of the entity for all work performed by the Consultant, its employees,
agents, and subcontractors.
4.1.2 Submittal Requirements. To comply with Subsection 4.1, Consultant shall
submit the following:
a. Certificate of Liability Insurance in the amounts specified in the section;
and
b. Waiver of Subrogation Endorsement as required by the section.
4.2 Commercial General and Automobile Liability Insurance.
4.2.1 General Requirements. Consultant, at its own cost and expense, shall maintain
commercial general liability insurance for the term of this Agreement in an amount
not less than $1,000,000 and automobile liability insurance for the term of this
Agreement in an amount not less than $1,000,000 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 Coverage. Commercial general coverage shall be at least as
broad as Insurance Services Office Commercial General Liability occurrence form
CG 0001 (most recent edition) covering comprehensive General Liability on an
"occurrence" basis. Automobile coverage shall be at least as broad as Insurance
Services Office Automobile Liability form CA 0001, 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 a certified endorsement to the policy:
a. The Insurance shall cover on an occurrence or an accident basis, and not
on a claims -made basis.
b. City, its officers, officials, employees, and volunteers are to be covered as
additional insureds as respects: liability arising out of work or operations
performed by or on behalf of the Consultant; or automobiles owned,
leased, hired, or borrowed by the Consultant.
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c. Consultant hereby agrees to waive subrogation which any insurer or
contractor may require from vendor by virtue of the payment of any loss.
Consultant agrees to obtain any endorsements that may be necessary to
effect this waiver of subrogation.
d. For any claims related to this Agreement or the work hereunder, the
Consultant's insurance coverage shall be primary insurance as respects
the City, its officers, officials, employees, and volunteers. Any insurance
or self-insurance maintained by the City, its officers, officials, employees,
or volunteers shall be excess of the Consultant's insurance and shall not
contribute with it.
4.2.4 Submittal Requirements. To comply with Subsection 4.2, Consultant shall
submit the following:
a. Certificate of Liability Insurance in the amounts specified in the section;
b. Additional Insured Endorsement as required by the section;
c. Waiver of Subrogation Endorsement as required by the section; and
d. Primary Insurance Endorsement as required by the section.
4.3 Professional Liability Insurance.
4.3.1 General Requirements. 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 $2,000,000 covering the licensed professionals' errors and
omissions. Any deductible or self -insured retention shall not exceed $150,000 per
claim.
4.3.2 Claims -Made Limitations. The following provisions shall apply if the professional
liability coverage is written on a claims -made form:
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 5 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 shall purchase an extended period coverage
for a minimum of 5 years after completion of work under this Agreement.
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d. A copy of the claim reporting requirements must be submitted to the City
for review prior to the commencement of any work under this Agreement.
4.3.3 Additional Requirements. A certified endorsement to include contractual liability
shall be included in the policy.
4.3.4 Submittal Requirements. To comply with Subsection 4.3, Consultant shall
submit the Certificate of Liability Insurance in the amounts specified in the section.
4.4 All Policies Requirements.
4.4.1 Acceptability 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 Coverage. Prior to beginning any work under this Agreement,
Consultant shall furnish City with complete copies of all Certificates of Liability
Insurance delivered to Consultant by the insurer, including complete copies of all
endorsements attached to the policies. All copies of Certificates of Liability
Insurance and certified endorsements shall show the signature of a person
authorized by that insurer to bind coverage on its behalf. If the City does not
receive the required insurance documents prior to the Consultant beginning work,
it shall not waive the Consultant's obligation to provide them. The City reserves
the right to require complete copies of all required insurance policies at any time.
4.4.3 Deductibles and Self -Insured Retentions. Consultant shall disclose to and
obtain the written 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. At the option of the City, either: the insurer shall reduce or eliminate
such deductibles or self -insured retentions as respects the City, its officers,
employees, and volunteers; or the Consultant shall provide a financial guarantee
satisfactory to the City guaranteeing payment of losses and related investigations,
claim administration and defense expenses.
4.4.4 Wasting Policies. No policy required by this Section 4 shall include a "wasting"
policy limit (i.e. limit that is eroded by the cost of defense).
4.4.5 Endorsement Requirements. Each insurance policy required by Section 4 shall
be endorsed to state that coverage shall not be canceled by either party, except
after 30 days' prior written notice has been provided to the City.
4.4.6 Subcontractors. Consultant shall include all subcontractors as insureds under its
policies or shall furnish separate certificates and certified endorsements for each
subcontractor. All coverages for subcontractors shall be subject to all of the
requirements stated herein.
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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. Refer to the attached
Exhibit C, which is incorporated herein and made a part of this Agreement.
Section 6. STATUS OF CONSULTANT.
6.1 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. This Agreement shall
not be construed as an agreement for employment. 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 Subsection 1.3; however, otherwise
City shall not have the right to control the means by which Consultant accomplishes
services rendered pursuant to this Agreement. Consultant further acknowledges that
Consultant performs Services outside the usual course of the City's business; and is
customarily engaged in an independently established trade, occupation, or business of the
same nature as the Consultant performs for the City and has the option to perform such
work for other entities. 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.
6.2 Consultant Not an Agent. 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.
Section 7. LEGAL REQUIREMENTS.
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7.1 Governing Law. The laws of the State of California shall govern this Agreement.
7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with
all laws and regulations applicable to the performance of the work hereunder, including but
not limited to, the California Building Code, the Americans with Disabilities Act, and any
copyright, patent or trademark law. Consultant's failure to comply with any law(s) or
regulation(s) applicable to the performance of the work hereunder shall constitute a breach
of contract.
7.3 Other Governmental Regulations. 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, sex, gender, religion (including religious dress and grooming
practices), national origin, ancestry, physical or mental disability, medical condition
(including cancer and genetic characteristics), marital status, age, sexual orientation, color,
creed, pregnancy, genetic information, gender identity or expression, political affiliation or
belief, military/veteran status, or any other classification protected by applicable local,
state, or federal laws (each a "Protected Characteristic"), 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 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 30 days' written notice to City and shall
include in such notice the reasons for cancellation.
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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
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 Assignment and Subcontracting. 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 by Consultant. If Consultant materially breaches any of the terms
of this Agreement, City's remedies shall include, but are not 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
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July 1, 2021
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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
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 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 Subsection 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 $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 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.
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10.3 Severabilitv. 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.
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 Assigns. 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 Recycled 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 Section 1090 et seq.
Consultant hereby warrants that it is not now, nor has it been in the previous 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 12 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 California Government Code
Section 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 California Government Code
Section 1090 et seq., and, if applicable, will be disqualified from holding public office in the
State of California.
At City's sole discretion, Consultant may be required to file with the City a Form 700 to
identify and document Consultant's economic interests, as defined and regulated by the
California Fair Political Practices Commission. If Consultant is required to file a Form 700,
Consultant is hereby advised to contact the Dublin City Clerk for the Form 700 and
directions on how to prepare it.
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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 the City Manager
("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:
TRB and Associates, Inc.
3180 Crow Canyon Place
Suite 216
Sam Ramon, CA 94583
Any written notice to City shall be sent to:
City of Dublin
Att: City Manager
100 Civic Plaza
Dublin, CA 94568
10.11 Integration. This Agreement, including the scope of work attached hereto and
incorporated herein as Exhibits A, B, and C represents the entire and integrated
agreement between City and Consultant and supersedes all prior negotiations,
representations, or agreements, either written or oral.
Exhibit A Scope of Services
Exhibit B Compensation Schedule & Reimbursable Expenses
Exhibit C Indemnification
10.12 Counterparts. This Agreement may be executed in multiple counterparts, each of which
shall be an original and all of which together shall constitute one agreement.
10.13 Certification per Iran Contracting Act of 2010. In the event that this contract is for
one million dollars ($1,000,000.00) or more, by Consultant's signature below Consultant
certifies that Consultant, and any parent entities, subsidiaries, successors or subunits of
Consultant are not identified on a list created pursuant to subdivision (b) of Section 2203 of
the California Public Contract Code as a person engaging in investment activities in Iran as
described in subdivision (a) of Section 2202.5, or as a person described in subdivision (b)
of Section 2202.5 of the California Public Contract Code, as applicable.
SIGNATURES ON FOLLOWING PAGE
Consulting Services Agreement between City of Dublin and
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July 1, 2021
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The Parties have executed this Agreement as of the Effective Date. The persons whose signatures appear
below certify that they are authorized to sign on behalf of the respective Party.
CITY OF DUBLIN TRB AND ASSOCIATES, INC.
e—DocuSi tied by:
`E33836CFFC064E0...
Linda Smith, City Manager
Attest:
e—DoccuSiig�nne^a'Ey:
111( M
Marsha Moore, City Clerk
Approved as to Form:
,—DocuSignea by:
'-6D33DDE)EM8653...
City Attorney
3070368.1
biitui
�DESDCDFD6E31,198._
Todd Bailey, P.E., LEED AP, CASp, MBA,
Principal and Project Manager
Consulting Services Agreement between City of Dublin and
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July 1, 2021
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EXHIBIT A
SCOPE OF SERVICES
1. BUILDING INSPECTION AND PLAN CHECK SERVICES. Consultant shall enforce provisions of
the City's Building, Residential, Electrical, Plumbing, Mechanical, Green Building Standards,
Universal Design, Energy and Building Maintenance Codes; The City of Dublin's Zoning Code; 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 assigned, 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 assigned by the Chief Building Official, review plans prepared by or on
behalf of applicants for compliance with the applicable Federal, State, and City ordinances
and regulations.
Consultant will strive to complete the first plan check submitted within ten (10) business
days of notification of assignment of review by the City. The goal agreed to by Consultant
will be to complete 95% of all complete submittal within the ten (10) day period. City
recognizes that on large scale projects this may not be possible, and Consultant will strive
for a plan review period that does not exceed fifteen (15) days on large-scale projects.
The Consultant SHALL notify the Chief Building Official if the first plan check will not be
completed within ten (10) business days.
Consultant will strive to complete the second or subsequent plan check submitted within
five (5) business days of notification of assignment of review by the City. The goal agreed
to by Consultant will be to complete 95% of all complete submittal within the five (5) day
period. City recognizes that on large scale projects this may not be possible, and
Consultant will strive for a plan review period that does not exceed ten (10) days on large-
scale projects. The Consultant SHALL notify the Chief Building Official if the first plan
check will not be completed within five (5) business days.
b. Building 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 inspections for each project
at the completion of 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 personnel. Consultant shall promptly
identify alternate personnel in the event of a request by the City Manager and / or
designee.
Consulting Services Agreement between City of Dublin and July 1, 2021
TRB and Associates, Inc. Exhibit A — Page 1 of 3
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In the event that Consultant request 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. Building Maintenance / Housing Code Enforcement. Under the direction of the Chief
Building Official, Consultant shall enforce the City's Building Maintenance Code by
investigation of complaints regarding substandard housing conditions and when
necessary, prepare cases for citation hearings, criminal proceedings in municipal court,
and / or civil abatement proceedings.
d. Presentations 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 upon request
shall assist the 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 Permit Technician or Building Official services. Fees for such services shall be
negotiated on an as -needed basis as approved by the City Manager or his/her designee.
2. 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 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 Building and Safety process.
3. 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.
4. LIMITATIONS (AVODANCE OF CONFLICTS). During the term of this Agreement, Consultant
shall not provide services to any client for a project that requires and approval from the City.
5. EMERGENCY OPERATIONS ASSISTANCE. The following terms and conditions are hereby
agreed to by Consultant in the event of a local or reqinal emergency:
a. Report into the City of Dublin Emergency Operations Center (E.O.C.). Contract personnel
assigned to the City 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.
Consulting Services Agreement between City of Dublin and July 1, 2021
TRB and Associates, Inc. Exhibit A — Page 2 of 3
58
b. Consultant shall provide emergency preparedness training. All contract personnel assigned to
the City shall maintain at all times appropriate emergency training and certification, such as
ATC-20 Damage Assessment Training and Certification.
c. The Consultant shall make contract personnel and Consultant resources available for
emergency response at the same hourly rates and conditions specified in this contract.
d. The Consultant acknowledges that emergency response work may require variations in the
work hours and assignments.
Consulting Services Agreement between City of Dublin and July 1, 2021
TRB and Associates, Inc. Exhibit A — Page 3 of 3
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EXHIBIT B
COMPENSATION SCHEDULE & REIMBURSABLE EXPENSES
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. Invoices shall include
the purchase order number, amount of purchase order, amount of purchase order remaining, and
total hours of augmentation personnel assigned to the City covered by purchase order. The format
documentation included 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 business
cards, all required code books and references, a vehicle, mileage and mobile field device (tablet or
laptop) compatible with the City's permitting and plan storage systems.
1) Supervising Building Inspection $140.00
Prevailing wage rate 130% of Above Hourly Rate
(Includes oversight of Contract
Inspectors, monitoring of inspections
Demand and a knowledge / certification
in commercial / multi -family and single-
family building systems. May include
plan checking assignments)
2) Building Inspector III
Prevailing wage rate
(Includes knowledge / certification
in commercial / multi -family and
single-family building systems including
structural. Mechanical, plumbing and
electrical systems. May include plan
checking of non-structural plans.)
3) Building Inspector II
(Includes knowledge / certification
in residential building systems including
structural, mechanical. Plumbing, and
electrical systems. May included plan
checking of non-structural plans.)
4) Building Inspector I
(Includes inspections of residential
$130.00
130% of Above Hourly Rate
$120.00
$105.00
Consulting Services Agreement between City of Dublin and July 1, 2021
TRB and Associates, Inc. Exhibit B — Page 1 of 2
60
buildings)
5) Building Inspector Trainee $85.00
6) Plan Review (On or off site) $140.00
7) Permit Technician $80.00 to $90.00
8) Overtime rates 150% of Above Hourly Rates
(When pre -approved in writing
from Contract Administrator or designee)
9) Certified Access Specialist -
Augmentation Inspector
(An hourly surcharge is permitted for
each inspector rate listed in this exhibit
that holds and active CASp certification)
$5.00
10) Expediting of Projects
(When pre -approved in writing
from Contract Administrator or designee.
Plan Check Times to be negotiated
with each project but shall be at least 30%
faster than plan check times listed in Exhibit A section la)
Project Manager / Deputy Building Official $150.00
Plan Check Rates 150% of Above Hourly Plan Review Rate
This agreement does not include an automatic annual escalation in rates. Rate change requests,
if any, shall be submitted in writing to the Contract Administrator for the City of Dublin no later than April 1st
and if approved by the City Council would become effective July 1st of that year.
Consulting Services Agreement between City of Dublin and July 1, 2021
TRB and Associates, Inc. Exhibit B — Page 2 of 2
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EXHIBIT C
INDEMNIFICATION
A. Consultant shall, to the extent permitted by law, including without limitation California Civil Code 2782
and 2782.8, indemnify, hold harmless and assume the defense of, in any actions at law or in equity, the
City, its employees, agents, volunteers, and elective and appointive boards, from all claims, losses, and
damages, including property damage, personal injury, death, and liability of every kind, nature and
description, arising out of, pertaining to or related to the negligence, recklessness or willful misconduct
of Consultant or any person directly or indirectly employed by, or acting as agent for, Consultant, during
and after completion of Consultant's work under this Agreement.
B. With respect to those claims arising from a professional error or omission, Consultant shall defend,
indemnify and hold harmless the City (including its elected officials, officers, employees, and
volunteers) from all claims, losses, and damages arising from the professionally negligent acts, errors
or omissions of Consultant, however, the cost to defend charged to Consultant shall not exceed
Consultant's proportionate percentage fault.
C. Consultant's obligation under this section does not extend to that portion of a claim caused in whole or
in part by the sole negligence or willful misconduct of the City.
D. Consultant shall also indemnify, defend and hold harmless the City from all suits or claims for
infringement of any patent rights, copyrights, trade secrets, trade names, trademarks, service marks, or
any other proprietary rights of any person or persons because of the City or any of its officers,
employees, volunteers, or agents use of articles, products things, or services supplied in the
performance of Consultant's services under this Agreement, however, the cost to defend charged to
Consultant shall not exceed Consultant's proportionate percentage fault.
E. 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.
3070368.1
Consulting Services Agreement between City of Dublin and July 1, 2021
TRB and Associates, Inc. Exhibit C — Page 1 of 1
62
DocuSign Envelope ID: 212D9B3A-5934-460B-9063-392EDF8FE7F4
FIRST AMENDMENT TO CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF DUBLIN AND
TRB AND ASSOCIATES, INC.
WHEREAS, on July 1, 2021, the City of Dublin (hereinafter referred to as
"CITY") and TRB & Associates, Inc. (hereinafter referred to as "CONSULTANT") entered into
a Consulting Services Agreement for Building and Safety services (hereinafter referred to as
the "AGREEMENT"); and
WHEREAS, The City Council has directed Staff to process development
projects expeditiously and to hire consultants when services are needed; and
WHEREAS, the existing AGREEMENT expires on June 30, 2024; and
WHEREAS, the CITY and CONSULTANT now wish to amend the Agreement
to increase the not to exceed limit as provided in Section 2, Compensation, of the Agreement.
WHEREAS, the CITY and CONSULTANT now wish to amend the Agreement
to increase the reimbursable rates as provided in Exhibit B, Compensation Schedule &
Reimbursable Expenses, of the Agreement.
NOW THEREFORE, for good and valuable consideration, the sufficiency of
which is hereby acknowledged, the AGREEMENT is amended as follows:
1) Section 2. Compensation, the not to exceed amount shall be increased to $1,750,000,
whereas the provisions of Sections 2.1 to 2.9 shall remain unchanged.
2) Exhibit B shall be rescinded in its entirety and replaced with the following:
Exhibit B, Compensation Schedule — Section B. Hourly Rates:
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. Invoices shall include the purchase order number,
amount of purchase order, amount of purchase order remaining, and total hours of
augmentation personnel assigned to the City covered by purchase order. The
format documentation included on the invoice shall be subject to approval by the
City Manager and/or designee.
B. HOURLY RATES
Exhibit B, Compensation Schedule — Section B. Hourly Rates: The following rates
include all reimbursable or indirect costs, including but not limited to business cards,
all required code books and references, a vehicle and mobile field device (smart phone
or laptop) compatible with the City's permitting system.
Page 1 of 4
63
DocuSign Envelope ID: 212D9B3A-5934-460B-9063-392EDF8FE7F4
1
)
Supervising Building Inspection
(Includes oversight of Contract
Inspectors, monitoring of inspections
demand and a knowledge / certification
in commercial / multi -family and single-
family building systems. May include
plan checking assignments)
2) Building Inspector III
(Includes knowledge / certification
in commercial / multi -family and
single-family building systems including
structural. Mechanical, plumbing and
electrical systems. May include plan
checking of non-structural plans.)
3) Building Inspector II
(Includes knowledge / certification
in residential building systems including
structural, mechanical. Plumbing, and
electrical systems. May included plan
checking of non-structural plans.)
4) Building Inspector I
(Includes inspections of residential
buildings)
$146.00
$135.00
$125.00
$109.00
5) Building Inspector Trainee $88.00
6) Plan Review (On or off site) $146.00
7) Permit Technician $83.00 - $93.00
8) Overtime rates 150% of Above Hourly Rates
(When pre -approved in writing
from Contract Administrator or designee)
9) Certified Access Specialist -
Augmentation Inspector
(An hourly surcharge is permitted for
each inspector rate listed in this exhibit
that holds and active CASp certification)
10) Expediting of Projects
(When pre -approved in writing
$5.00
Page 2 of 4
64
DocuSign Envelope ID: 212D9B3A-5934-460B-9063-392EDF8FE7F4
from Contract Administrator or designee.
Plan Check Times to be negotiated
with each project but shall be at least 30%
faster than plan check times listed in Exhibit A section la)
Project Manager / Deputy Building Official $156.00
Plan Check Rates 150% of Above Hourly Plan Review Rate
This agreement does not include an automatic annual escalation in rates. Rate change
requests, if any, shall be submitted in writing to the Contract Administrator for the City of
Dublin no later than April 1st of each year and if approved will become effective July 1st of
that year.
3) Except to the extent inconsistent with this First Amendment, the Parties ratify and
confirm all of the terms and conditions of the AGREEMENT.
4) All requisite insurance policies to be maintained by the Consultant pursuant to the
Agreement, as may have been amended from time to time, shall include coverage for
the amended term, as described above.
5) The individuals executing this Amendment and the instruments referenced in it on
behalf of Consultant each represent and warrant that they have the legal power, right
and actual authority to bind Consultant to the terms and conditions of this
Amendment.
SIGNATURES ON THE FOLLOWING PAGE
Page 3 of 4
65
DocuSign Envelope ID: 212D9B3A-5934-460B-9063-392EDF8FE7F4
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be
executed as of the date of the City Manager's signature below.
CITY OF DUBLIN
p— DocuS ned by:
By:—E33836CFFC044E0..
Linda Smith, City Manager
Dated:
ATTEST: a-1II/�11y/DocuSigAneed bxy�: 1I/ ry�7 (�
CL-
"-9Si�BB70815D22F40A...
By:
Marsha Moore, City Clerk
APPROVED AS TO FORM:
DocuSigned by:
(Ai.-")
By: '-21204750D69C449...
City Attorney
TRB AND ASSOCIATES, INC.
DocuSigned by:
kL f7666.
By. �msFn,»nFr.FaI
Todd Bailey, P.E., LEED AP, CASp, MBA
Principal and Project Manager
Page 4 of 4
66
Attachment 6
RESOLUTION NO. XX — 24
APPROVING THE SECOND AMENDMENT TO THE AGREEMENT BETWEEN CIVICA LAW
GROUP, APC AND THE CITY OF DUBLIN FOR SPECIAL COUNSEL LEGAL SERVICES
WHEREAS, the City of Dublin has an existing agreement with Civica Law Group for special
counsel legal services, representation and assistance related to code enforcement; and
WHEREAS, the City has a continued need for special counsel legal services; and
WHEREAS, the current contract has a not to exceed amount of $205,000; and
WHEREAS, Staff proposes to amend the agreement to: 1) increase the not -to -exceed
amount by $20,000 for the current fiscal year ending on June 30, 2024; and 2) establish a not -to -
exceed amount of $400,000 for the period of July 1, 2024 to June 30, 2026.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin does
hereby approve the Second Amendment to the Agreement Between Civica Law Group, APC and
the City of Dublin for Special Counsel Legal Services, attached hereto as Exhibit A, and
authorizes the City Manager to execute the agreement.
BE IT FURTHER RESOLVED that the City Manager is authorized to make any non -
substantive changes to the agreement to carry out the intent of this Resolution.
PASSED, APPROVED AND ADOPTED this 4th day of June 2024, by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
Mayor
ATTEST:
City Clerk
Reso. No. XX-24, Item X.X, Adopted XX/XX/2024 Page 1 of 1 67
DocuSign Envelope ID: DB763568-660A-46D1-A505-043AD730BF18
Attachment 7
SECOND AMENDMENT TO AGREEMENT BETWEEN CIVICA LAW GROUP, APC
AND THE CITY OF DUBLIN
FOR SPECIAL COUNSEL LEGAL SERVICES
1. PARTIES AND DATE.
This Second Amendment to the agreement for services ("Amendment") by and between
the CITY OF DUBLIN ("City"), and CIVICA LAW GROUP, APC, a California Professional
Corporation engaged in the practice of law in the State of California ("Law Firm") is entered into
as of May 21, 2024. Law Firm and the City are sometimes individually referred to herein as
"Party" and collectively as "Parties." In consideration of the mutual promises set forth herein, the
parties agree to the terms of this Agreement as set forth herein.
2. RECITALS.
2.1 The City and Law Firm entered into an Agreement on March 1, 2023
("Agreement"), whereby, Law Firm agreed to provide legal services to the City.
2.2 The City and Law Firm amended the Agreement on August 15, 2023 increase the
contract limit
2.3 The City and Law Firm now desire to amend the Agreement to provide for a
contract limit for a two year contract period.
3. TERMS.
3.1 Contract Changes. The Agreement is amended as provided herein.
a. Section 3.3 is hereby amended in its entirety to read as follows: For all legal
services provided in this Agreement, the City will compensate Law Firm at the blended rate of
$294 per hour for attorney representation and $180 per hour for paralegals and law clerks, which
fees shall increase by up to five percent on January 1 of each year, rounded up to the nearest dollar,
to offset rising costs. The attorney's fees to Law Firm for fiscal year 2023-2024 shall be increased
by $20,000 to a total of $205,000, and beginning July 1, 2024 through June 30, 2026, shall not
exceed $400,000 without approval of the City.
3.2 Continuing Effect of Agreement. Except as amended by this Amendment, all
provisions of the Agreement and First Amendment shall remain unchanged and in full force and
effect. From and after the date of this Amendment, whenever the term "Agreement" appears in the
Agreement, it shall mean the Agreement, as amended by this Second Amendment to the
Agreement. Said Agreement is and remains an effective, valid and binding obligation.
[Signatures on following page.]
Page 1 of 2
68
DocuSign Envelope ID: DB763568-660A-46D1-A505-043AD730BF18
CITY OF DUBLIN,
a Municipal Corporation
By:
Linda Smith
City Manager
Approved as to form:
REDWOOD PUBLIC LAW, LLP
a Professional Corporation
By:
John Bakker, Esq.
City Attorney
CIVICA LAW GROUP, APC
By:
DocuSigned by:
3f .5Rn77Rfi7Qfi474
Matthew Silver, Esq.
Managing Partner
Page 2 of 2
69
Attachment 8
AGREEMENT BETWEEN CIVICA LAW GROUP, APC
AND THE CITY OF DUBLIN
FOR SPECIAL COUNSEL LEGAL SERVICES
1. PARTIES AND DATE.
This agreement ("Agreement") is entered into and made effective on March 1, 2023 by and
between the CITY OF DUBLIN ("City"), and CIVICA LAW GROUP, APC, a California
Professional Corporation engaged in the practice of law in the State of California ("Law Firm").
Law Firm and the City are sometimes individually referred to herein as "Party" and collectively
as "Parties." In consideration of the mutual promises set forth herein, the parties agree to the terms
of this Agreement as set forth herein.
2. RECITALS.
2.1 The City wishes to engage the services of Law Firm to provide special counsel legal
services as described in this Agreement. Law Firm wishes to provide all such services and has the
necessary expertise and competency to provide such services.
3. TERMS.
3.1 Scope of Services. Law Firm shall provide legal advice, representation and
assistance to the City on code enforcement matters as assigned to Law Firm. Law Firm shall report
on a regular basis to the City and City Attorney regarding matters assigned to Law Finn, and shall
handle matters subject to the input, oversight and direction of City staff and City Attorney.
3.2 Responsibilities of Attorneys and Client. Law Firm shall fully cooperate with the
City and will keep the City and its staff informed of the status and progress of all pending matters
and all legal matters of importance with which Law Firm is involved. Law Firm will manage and
control the delivery of all legal services described hereunder in a professional, competent, and
cost-effective manner The City agrees to provide all information and documentation necessary
for the attorneys at Law Firm to perform their obligations under this Agreement.
3.3 Compensation. For all legal services provided in this Agreement, the City will pay
Law Firm at the blended rate of $285 per hour for attorney representation and $175 per hour for
paralegals and law clerks. Attorney's fees shall not exceed $44,999 without written approval of
the City. Fees shall increase by three percent annually on January 1, to offset rising costs.
3.4 Cost Reimbursement. The City shall reimburse Law Firm for all out-of-pocket
expenses incurred by Law Firm in providing legal services under this Agreement, including
charges for printing and copying expenses at $.16 for black and white copies and $.60 for color
copies, postage, research, litigation costs, courier and messenger services, travel and automobile
mileage at the current IRS rate for travel on behalf of the City. No separate charge shall be made
by Law Firm for secretarial or word processing services.
3.5 Statements and Billing. Law Firm shall submit monthly invoices to the City
indicating attorney fees and costs incurred for the legal services provided under this Agreement.
1
70
The monthly invoice shall describe the nature of the work performed, the attorney performing the
work and the time spent for each task as well as the nature of any reimbursable expenses incurred.
Upon the request of and as directed by the City, Law Firm shall generate separate invoices
pertaining to specific accounts, matters and/or departments. The City shall process and cause such
invoices to be paid promptly, typically within thirty (30) days of receipt. If no attorneys' fees or
costs are incurred for a particular month, or if they are minimal, the statement may be held and
combined with that for the following month.
3.6 Prohibition Against Subcontracting or Assignment. The experience, knowledge,
capability, and reputation of the attorneys at Law Firm were a substantial inducement for the City
to enter into this Agreement. Therefore, Law Firm shall not contract with any other person or
entity to perform, in whole or in part, the legal services required under this Agreement without the
written approval of the City. In addition, neither this Agreement, nor any interest herein, may be
transferred, assigned, conveyed, hypothecated, or encumbered voluntarily, or by operation of law,
whether for the benefit of creditors or otherwise, without the prior written approval of the City.
3.7 Conflicts of Interest. Law Firm shall comply with all applicable laws and
professional rules and standards relating to any known conflict of interest involving the City and
matters upon which Law Firm is providing legal services under this Agreement. Law Firm shall
not reveal confidential information of the City except with the consent of the Board of Supervisors
or as otherwise required by law. Law Firm shall notify the City of any conflict of interest related
to matters upon which it is providing legal services under this Agreement upon discovery of any
such conflicts. In the event that such conflict is not or cannot be waived or resolved City shall
retain legal counsel and Law Firm shall assist and cooperate with legal counsel retained by the
City on the matter for which the conflict arose.
A. Law Firm represents that neither Law Firm for any of its attorneys or other
persons employed by Law Firm have any material financial interest, direct or indirect, in any
contract or decision made by or on behalf of City that may be affected by the services to be
provided to City pursuant to this Agreement, other than a financial interest that is similar, in all
material respects, to the interests of the general public.
B. If Law Firm or an attorney or other person employed by Law Firm acquires
such an interest while this Agreement remains in effect, Law Firm will immediately disclose such
interest to the City, and the interested individual shall not participate in or influence the
performance of the services to be provided to the City pursuant to this Agreement.
C. In addition to the prescriptions regarding conflicts of interest imposed on
attorneys by the California Business and Professions Code, and by Rule 3-310 of the California
Rules of Professional Conduct, Law Firm agrees that unless waived in writing by the City, neither
Law Firm nor any attorney employed by Law Firm shall represent clients before any board,
commission, committee or department of City or represent a client adverse to City for a period of
one (1) year from the date of completion of the services to be provided to City pursuant to this
Agreement or the early termination of the Agreement as provided for in Section 3.10.
3.8 Return of Files. At the conclusion of this Agreement, any original files transmitted
to Law Firm by the City for the work performed under this Agreement for the City shall be made
available to City. Law Firm will be entitled to make copies of the client files. At the conclusion
2
71
of this Agreement, (whether or not City takes possession of the client files), Law Firm shall have
no further responsibility with regard to such documents.
3.9 Independent Contractor. No employment relationship is created by this Agreement.
Law Firm shall perform all legal services required under this Agreement as an independent
contractor of the City, except that at all times providing services under this Agreement, Law Firm's
employees and agents shall be acting as public officials. Notwithstanding the foregoing, for
purposes of any legal claims against Law Firm arising from its provision of services to the City,
Law Firm shall be entitled to all defenses provided by law to City officials, attorneys and
prosecutors, and to City's statutory duties to the office of city prosecutor/attorney pursuant to
Government Code section 825 for providing a defense, hold harmless, and full indemnity to Law
Firm for actions within the scope of its engagement hereunder.
3.10 Term; Termination of Agreement. The term of this Agreement shall commence on
the Effective Date set forth in this Agreement and shall continue in full force and effect until
terminated as provided herein. City or Law Firm may terminate this Agreement at any time, with
or without cause, on thirty (30) days' written notice to the other party. In the event of such
termination, Law Firm shall comply with all provisions of the Rules of Professional Conduct for
the termination of a client relationship and the City shall pay Law Firm professional fees and costs,
in accordance with this Agreement, for all services provided and costs incurred through the date
of termination of this Agreement. The City agrees to execute, upon request, a stipulation in such
form as to permit Law Firm to withdraw as attorneys of record in any legal action then pending.
Law Firm shall cooperate to transition representation to a new attorney or firm in an expedient
manner and make available to the City, or to counsel designated by the City, all documents and
records of the legal services provided to the City and shall assist to the fullest extent possible in
the orderly transition of all pending matters to the City's new counsel. If City does not take
possession of the client files within sixty (60) days of termination of this Agreement, City agrees
that Law Firm may dispose of the client files without further notice.
3.11 Arbitration. In the event of any dispute between the parties, such dispute shall be
submitted to binding arbitration to the maximum extent permitted by law. In the event the parties
are unable to agree upon an arbitrator, an arbitrator shall be selected through the rules of the
American Arbitration Association. The arbitrator shall have the authority to set procedures and
discover in the arbitration. In any such matter, the prevailing party shall be entitled to recover its
reasonable costs and attorney's fees. This section shall survive the expiration of this Agreement.
3.12 Insurance Coverage. Law Firm shall carry errors and omissions insurance of not
less than One Million Dollars ($1,000,000) per year in the aggregate, and any additional insurance
required by the State of California. Law Firm shall furnish to the City proof of insurance required
by this Agreement upon request, and shall notify the City of any changes to the insurance.
3.13 Amendment; Modification. This agreement may be modified through a written
instrument signed by both parties or by an oral agreement to the extent it is carried out.
3.14 Entire Agreement. This Agreement contains the entire Agreement of the Parties
with respect to the subject matter hereof, and supersedes all prior negotiations, understandings, or
agreements.
3
72
3.15 Time of Performance; Efficiency of Services: Cooneration. The services of Law
Firm shall be performed expeditiously in light of the purposes of this Agreement. Law Firm shall
follow all procedures as established by the City consistent with its duties. Law Firm shall work
cooperatively with appropriate City staff and keep them informed on all matters of importance as
they arise.
3.16 Non -Discrimination. In the performance of this Agreement, Law Firm shall not
discriminate against any employee or applicant for employment because of race, religious creed,
color, sex, national origin, ancestry, physical disability, mental disability, marital status, age,
sexual orientation, or medical condition.
3.17 Waiver. No delay or omission to exercise any right, power or remedy accruing to
City under this Agreement shall impair any right, power or remedy of City, nor shall it be construed
as a waiver of, or consent to, any breach or default. No waiver of any breach, any failure of a
condition, or any right or remedy under this Agreement: (1) shall be deemed effective unless it is
in writing and signed by City; (2) shall be deemed to be a waiver of, or consent to, any other
breach, failure of a condition, or right or remedy; or (3) shall be deemed to constitute a continuing
waiver unless the writing expressly so states.
3.18 Governing Law and Interpretation. This Agreement shall be construed and
enforced in accordance with the laws of the State of California, without regard to conflict of law
principles. The section captions and headings in this Agreement have been inserted for
convenience only, and shall not be considered or referred to in resolving questions of interpretation
or construction.
3.19 Severability. If any portion or all of this Agreement is held to be unenforceable for
any reason, the remainder of that provision and the remainder of the Agreement shall remain in
full force and effect.
3.20 Notices. All notices permitted or required under this Agreement shall be given to
the respective parties at the following address, or at such other address as the respective parties
may provide in writing for this purpose:
To Law Firm:
To City:
Civica Law Group, APC
4000 Barranca Parkway
Suite 250, PMB #782
Irvine, CA 92604
(949) 592-0165
Attn: Chief Operating Officer
City of Dublin
100 Civic Plaza
Dublin, CA 94568
(925) 833-6650
Attn: City Manager
Such notice shall be deemed made when personally delivered or when mailed, forty-eight
(48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at
4
73
By:
its applicable address. Actual notice shall be
occurred, regardless of the method of service.
3.21 Counterparts. This Agreement
constitute an original.
CITY OF DUBLIN,
a Municipal Corporation
pineY:
in a Fmitn
City Manager
Approved as to form:
MEYERS NAVE
a Professional Corporation
DocuSigned by:
By: r
4UJ UC 0004
John a ;,aJ Esq.
City Attorney
CIVICA LAW GROUP, APC
By:
rDocuSigned by:
Sl; U(Wb/ .4 4...
Matt ew 1 ver, Esq.
Managing Partner
deemed adequate notice on the date actual notice
may be signed in counterparts, each of which shall
Dated: February 28 , 2023
Dated: February 28 2023
Dated: February 28 , 2023
5
74
DocuSign Envelope ID: E5013EF4-E102-406E-A1E1-227719CF55E6
FIRST AMENDMENT TO AGREEMENT BETWEEN CIVICA LAW GROUP, APC
AND THE CITY OF DUBLIN
FOR SPECIAL COUNSEL LEGAL SERVICES
1. PARTIES AND DATE.
This First Amendment to the agreement for services ("Amendment") by and between the
CITY OF DUBLIN ("City"), and CIVICA LAW GROUP, APC, a California Professional
Corporation engaged in the practice of law in the State of California ("Law Firm") is effective as
of August 15 , , 2023. Law Firm and the City are sometimes individually referred to herein
as "Party" and collectively as "Parties." In consideration of the mutual promises set forth herein,
the parties agree to the terms of this Agreement as set forth herein.
2. RECITALS.
2.1 The City and Law Firm entered into an Agreement on March 1, 2023
("Agreement"), whereby, Law Firm agreed to provide legal services to the City.
2.2 The City and Law Firm now desire to amend the Agreement.
3. TERMS.
3.1 Contract Changes. The Agreement is amended as provided herein.
a. Section 3.3 is hereby amended in its entirety to read as follows: For all legal
services provided in this Agreement, the City will compensate Law Firm at the blended rate of
$285 per hour for attorney representation and $175 per hour for paralegals and law clerks, which
fees shall increase by three percent annually on January 1 to offset rising costs. Compensation
shall not exceed $140,000 without approval of the City.
3.2 Continuing Effect of Agreement. Except as amended by this Amendment, all
provisions of the Agreement on March 1, 2023 shall remain unchanged and in full force and effect.
From and after the date of this Amendment, whenever the term "Agreement" appears in the
Agreement, it shall mean the Agreement, as amended by this Amendment to the Agreement. Said
Agreement is and remains an effective, valid and binding obligation.
CITY OF DUBLIN,
a Municipal Corporation
DocuSigned by:
Lincia3smitn
City Manager
Dated: August 22 , 2023
[Signatures continue on following page.]
1
75
DocuSign Envelope ID: E5013EF4-E102-406E-A1E1-227719CF55E6
Approved as to form:
MEYERS NAVE
a Professional Corporation
By:
DocuSigned by:
Jol'in i3a er, Esq.
City Attorney
CIVICA LAW GROUP, APC
By:
DocuSigned by:
-
Matthew Silver, Esq.
Managing Partner
Dated: August 2 2 , 2023
Dated: August 3 , 2023
76
Attachment 9
CITY OF DUBLIN
FISCAL YEAR 2023-24
BUDGET CHANGE FORM
Budget Change Reference #:
City Council's Approval Required
From Un-Appropriated Reserves
From Designated Reserves
DECREASE BUDGET AMOUNT
Budget Transfer Between Funds
Other
INCREASE BUDGET AMOUNT
Account Amount Account Amount
General Fund - Non -Departmental - Professional Services
10010010.65101 $20,000
REASON FOR BUDGET CHANGE
Additional Code Enforcement Costs
As Presented at the City Council Meeting 6/4/2024
**********Finance Use Only**********
Posted By:
Date:
77