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HomeMy WebLinkAboutReso 225-05 FacilityFeeImpactFee RESOLUfION NO. 225 - 05 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN ~~~~~,,~** APPROVING AN AGREEMENT WITH ASSOCIATED RIGHT OF WAY SERVICES, INC. FOR CONSULTANT SERVICES TO CONDUCT AN APPRAISAL FOR PUBLIC FACILITIES FEE UPDATE AND TRAFFIC IMPACT FEE UPDATE WHEREAS, the 2004-2009 Capital Improvement Program includes a project to update the Public Facilities Fee; and WHEREAS, in order to update the fee, it is necessary to establish new land values for community parkland and neighborhood parkland; and WHEREAS, Associated Right of Way Services, Inc. has conducted previous appraisals for the City of Dublin for the pwpose of establishing land values for oomrrnmity park land and neighborhood park land; and WHEREAS, the Public Works Department also intends to update the Traffic Impact Fee Study during Fiscal Year 2005-2006; and WHEREAS, Associated Right of Way Services, Inc. has conducted previous appraisals for the City of Dublin for the purpose of establishing land values for the Traffic Impact Fee Study; and WHEREAS, Associated Right of Way Services, Inc. has demonstrated adequate ability to perfonn the scope of work as contained in attached COllSultant Services Agreement. NOW, THEREFORE, BE IT RESOLVED that the City of Dublin does approve the agreement with Associaled Right of Way Services, Inc., attached hereto. PASSED, APPROVED AND ADOPTED this 20th day of December, 2005. AYES: Councilmembers Hildenbrand, McConnick and Zika, and Mayor Pro Tern Oravetz NOES: None ABSENT: Mayor Lockhart ABSTAIN: None rf~;f1dr i\~A,~\J ~ Reso# 225-05. AdollledJ2120!OS Pa~loft CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND ASSOCIATED RIGHTOFWAY SERVICES, INC. THIS AGREEMENT for consulling selilices is made by and between the City of Dublin ("Cil)'") and AssociatedRightofWaySelilices,lnc,(.Consultant")asof~]p,2005, Section 1. SERVICES. Subjecl to the lerms and conditions set forth in this Agreement, Consultant shall provide to City tile selilices describoo in the Scope of Work atlached a s Exhibit A atlhe lime and place and in the manner specified therein, In the eventofa conflict in orinconsislency between the terms of this Agreement and Exhibit A, the Agreement shall prevail. 1.1 Term of Services. The term 01 this Agreement shall begin on the date first noted above and shali end within 8to 10 weeks upon receipt 01 City's written authori zalion to proceed and adequate appraisal maps, lhedale olcomplelion specified in Exh ibitA,and Consultanl shall complete Ihe work described in Exhibit A prior to thai dale, unless the termoftheAgreementisotherwiseterminatedorextended,asprovidedforinSectionB. The time provided to Consultant to complete the S€liIices required by this Agreemenl shall notaffectlhe Cily's right to terminale the Agreement, asprovidedfo rinSectionS. 1,2 Standard of Perfonnance. Consultantshallpeliorm all selilices required pu rsuantto tIlis Agreementinthemannerandaccordingtolhestandardsobseliledbyacompetent practitioner of Ihe profession in which Consultant is engaged inth egeographical area in which Consultant practices ilsprofession, Consullantshallprepareallworkproducls requiredbylhisAgreementinasubstantial,first-classmannerandshall conform to the standards of quality normallyobseliled by a person praclicingin Consulla nt's profession. 1.3 AssiqnmentofPersonnel. Consullanl shall assign only competent personnel to peliorm selilices pursuant to IhisAgreement. In theeventthatCity,initssol ediscretion,atany timeduringthetermolthisAgreement.desiresthereassignmentofanysuchpersons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Consultanl shall devote such time to the performance of selilices pursua nt to this Agreement as may be reasonably necessary to meet lhe standard of perform a nce provided in Section 1,1 above and lo satisfyConsultanl's obligations hereunder Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed seven thousandthreehundreddollarsandnocenls(S7,300,OO),nolwithstandinganycontraryindicationsthat may be conlained in CDnsullant's proposal, for services to be performed and reimbursable cosls incurred under this Agreement. In the event of a conflict between this Agreement and Consultant's proposal, attached as Exhibit A. regarding the amounl of compensation, the Agreement shail prevail, City shall pay Consullantfor services rendered pursuanlto IhisAgreemenl at the lime and in Ihe 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, Consulting SelilicesAgreement between City of Dublin and Associated Righi of Way Services, Inc. December20,2005 Page10f14 Except as specilically authorized by City, Consultant shall not bill C ity for duplicate services performed by more than one person. Consultant and City acknowledge and agree that compensation paid by City 10 Consultant under Ihis Agreement is based upon Consultanfs estimated cosls of providing t heselilices required hereunder, including salaries and benefits of employees and subcontractors of Consultant. Consequen~y, the parties further agree that compensation hereunder is intended to include the cos ts 01 contributions to any pensions and/or annuities 10 which Consultant and its employees, agents, and subcontractors may be eligible. City therelore has no responsibility lor such contribulions beyond compe nsation required under this Agreement. Notwithstanding Ihe 'not to exceed" compensation amount in the pr eceding paragraph,the Contract Administrator may authorize payment above the "not to excood" amount to allow Consultant to provide additional services, or, to compensate Consultant for services prov idedwithintheoriginalscopeofworkin excess of the hours specified in Exhibit A. In no event, however, shall the Conlract Administrator aulhorize paymentofsuch additional payments in excess of 15% of the "nol to ex ceed"amount 2.1 Invoices. Consultant shall submit invoices, not more often than once a month during the term of lIlis Agreement, based on the cost for services performed and reimbursable costs incurred prior to Ihe invoice date. Invoices shall contain the following information: . Serial identifications of progress bills; i.e., Progress Bill No. 1 fort he first invoice, ete,; . The beginning and ending dates of the biliingperiod; . A Task Summary containing the original contract amount, the amount of prior billings, the total due this period, the balance available undertheA greement,and the percentage 01 completion; . At City'soption, lor each work item in eacl1lask, a copy 01 the applicable time entries or time sheets shall be submitted showing the name oflhe person doing thework,the hours spent by each person, a brief description ofll1ework, and each reimbursable expense; . The total number of hours of work performed under the Agreement by Con sultant and each employee, agent, and subcontractor of Consullant perform ingselilices hereunder, as well asa separate notice when the total number of hou rs of work by Consultantandanyindividualemployee,agent,orsubcontractorofConsultant reaches or exceeds 800 hours, which shall inciude an estimate ofthet ime necessary to complete the work described in ExhibilA; . The Consultant's signature, 2.2 Monthly Payment. City shall make monthly payments, based on invoices received, for selilices satisfactorily performed, and for authorized reimbursable co stsincurred. City shall have 30 days from the receipt of an invoice that complies with allofl he requirements above to pay Consultanl. Consulting Services Agreement between City olDublin and Associated Right of Way Services, Inc. December 20, 2005 Page20114 2.3 FlnalPavment. City shall pay the last 10% of the total sum due pursuant tolhis Agreement within sixty (60) days after completion of the services and submittal to City of a final invoice, if all services required have been satisfactorily performoo, 2.4 TotalPavment. City shall pay for the selilices to be rendered by Consultant pursuant to this Agreement. City shall nol pay any addilional sum for any expense or cosl whatsoever incurred by Consultant in rendering services pursuant to this Agreemen t. City shall make no payment lor any extra, further, or additional service pursuant to this Agreement. In no event shall Consultant submit any invoice for an amounl in excess 01 the maximum amountofcompensationprovldedaboveeitherforataskorfortheentire Agreement, unless the Agreemenl is modified prior to the submission of such an inv oice by a property executed change order or amendmenl. 2.5 HourlvFees. Fees for work performed by Consultant on an hourly basis shall nolexceed the amounts shown on the fee schedule in ExhibitB. 2.6 Reimbursable Expenses. Reimbursable expenses are included in the lotal amount of compensation provided under this Agreement that shali not be exceed ed 2.7 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred underlhis Agreement and any similar lederal or state ta xes, 2,8 PavmentuDonTermination. In the event that the City or Consultant terminates this AgreementpursuantloSection8,lheCityshallcompensatetheConsultant for all outstanding costs and reimbursable expenses incurred for work sat isfactorily completed as 01 the date of written notice of termination, Consultant shall maintain adequate logs and timesheets in order to verify costs incurred to that date. 2.9 Autl1orization to Perfonn Services. The Consultant is not authorized to perform any selilices or incur any cosls whatsoever under the terms of this Agreement unlilreceiptof authorizalionfromtheContractAdministrator. Section 3. FACILITIES AND EQUIPMENT, Except as set forth herein, Consuitanl shall, at its sole costandexpense,providealifacilitiesandequipmentthatmaybenecessaryto perform the services required by this Agreement. City shall make available to Consullanl only the facilities and equipment listed in this section, and only underthe lerms and conditions set forth he rein, City shall fumish physical facilities such as desks, liling cabin ets,andoonferencespace,asmaybe reasonably necessary for Consultant's use while consulting wilh City employees and reviewing records and IheintormationinpossessionoflheCity. Thelocation,quantity,andtimeoffumishingthosefacilitiesshall 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 compute r,long-distance telephone or other communication charges, vehicles, and reproduction facilities. Consulting Selilices Agreement between City of Dublin and Associated Right of Way Services, Inc, December20,2Q05 Page30114 Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant al its own cost and expense, shall procure "occurrence coverage" insurance against claims for injuriestopersonsordamagestopropertythatmayarisefromorinconnection wilh the performance of the work hereunder by the Consultant and its agents,representatives,e mployees,andsubcontractors, Consultant shall provide proolsatisfactory to City of such insuran ce Ihat meets the requirements of this section and under forms of insurance satisfactory in all respects to tile Cily . Consultant shall maintain the insurance policies required by Ihis section throughoutlhe term olth is Agreement. The cost of such insurance shall be included in theConsultanl's bid, Consultant shall not allow any subcontractor to commence work on any subcontract until Consullant has oblained ali insurance required herein lor the subcontraclor(s) and provided evidence thereof 10 City, Verification oflherequired insurance shailbe submilled and made part of this Agreement prior to execution. 4.1 Workers'Compensation. Consullantshali,atilssolecoslandexpense, maintain StalutoryWorkers' Compensation Insurance and Employer's Liabil ilyinsuranceforany and all persons employed directly or indirectly by Consultant. The Statutory Workers' Compensalion Insurance and Employer's Liability Insurance shall be provided witlllimits of not less than ONE MILLION DOLLARS ($1,000,000.00) per accident. In Ihe alternalive, Consultant may rely on a self-insurance program to meet those requirement s,butonlyif Iheprogramofsell-Insurancecompliesfullywithlheprovisionsolthe California Labor Code. Determination of whelher a self-insurance program meets Ihe stan dardsofthe Labor Code shall be solely in Ihe discretion of the Contract Adminisl rator, The insurer, if insurance is provided,ortheConsullant, If a program of self-in sura nce is provided, shall waive all rights of subrogation against the City and its officers, official s,employees, and volunteers for loss arising from work performed under this Agreement. An endorsement shall stale that coverage shall notbecanceledexceptafte rthirty(30) days'priorwriUennoticebycertifiedmail,retumreceiptrequested,has been given 10 the City, Consultant shall notify City within 14 days of notification from Consultant's insurer il such coverage is suspended,voided or reduced in coverage orin limits, 4.2 Commercial General and Automobile Liabilitv Insurance. 4.2.1 General reQuirements. Consultant. at its own cost and expense, shall maintain commercial general and automobile iiability insurance forlhe te rmofthis Agreement in an amount not less than ONE MILLION DOLLARS ($1 ,000,000,00) per occurrence, combined single limit coverage for risks associa led with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form orolherform with a general aggregate limit i sused, either the general aggregatelimilshall apply separately to the work to be performed under this Agreement or the general aggregate limit shall beat least twice tile required occurrence limit. Such ooverage shall include but shall not be limited to, protection against claims arising from bodily and pers onalinjury, including death resulting therefrom, and damage to property resul tingfrom activities contemplated under this Agreement, including the use of owned and non- owned automobiles, Consulting Services Agreement between City olDublin and Associated Right of Way Selilices, Inc. December 20, 2005 Page40f14 4.2.2 Minimum scope of coveraae. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG0001 (ed, 11/88) or Insurance Services OfficefolTTl numberGL 0002 (ed, 1/73) covering oomprehensive General Liabililyand Insurance Services 0 fficefolTTl number GL 0404 covering Broad Form Comprehensive General Liability. Automobile coverage shall be at least as broad as Insurance Selilices Offi ce Automobile Liability form CA 0001 (ed, 12f9{)) Code 8 and 9 ("any auto"). No endorsement shall be attached limiting the coverage. 4.2,3 Additionalreouirements. Each of the following shall be included in the insurance coverage or added asan endorsement to Ihe policy: a. City and its officers, employees, agents, and volunleersshall be oovered asadditionalinsuredswithrespecltoeachofthefollowing:liabilityarising out of activities peliormed byoron behalf of Consultant, including the insured's general supervision of Consultant; products and compl eted operationsolConsultant;premisesowned,occupied,orusedby Consultant;andautomobilesowned,leased,orusedbytheConsultant. The coverage shail contain no special limitations on tile scope of protection afforded to City or its officers, employees, agents,or volunteers. b. The insurance shall cover on an occurrence orari accident basis, and n ot on aclaims"made basis, c. An endorsement must slate that coverage is primary insurance with respect to the City and its officers, olficials, employees and voluntee rs, and that no insurance or self-insurance. maintained by the City shall b e called upon to contribute 10 a loss underthecoverage. d. Any lailure of CONSULTANT 10 comply with reporting provisions of the policy shall not affect coverage provided to CITY and itsolficers, employees. agents, and volunteers, e. An endorsement shall statelhat coverage shall not be canceled except aflerthirty (30) days' prior written nolicebycertifiedmail,returnrece ipt requested,hasbeengiventotheCity. ConsultantshallnotifyCitywilhin 14daysolnotilicationfromConsullanl'sinsurerifsuchcoverageis suspended,voidedorrooucedincoverageorinlimils. 4.3 Professional Liabilitvlnsurance. Consultant, at ils OWfl cost and expense, shall maintain for the period covered by this Agreement professional liab ilityinsurancelor licensed professionals performing work pursuant to this Agreement in an amount nolless Consulting Selilices Agreement between City of Dublin and Associated RightofWayServices,lnc, December20,2005 Page5of14 than ONE MILLION DOLLARS ($1,000,000) covering the licensed professionals' errors and omissions, 4.3.1 Any deductible or self-insured retention shall not exceed $t50,000 per claim, 4.3.2 Anendorsementshallstatethatcoverageshallnotbesuspended,voided, canceled by either party. reduced in coverage orin limits, except aflerthirty(30) days'priorwrittennoticebycertiliedmail,returnreceiptrequested,hasbeengiven 10 the Cily, 4.3.3 The policy must contain across liability or severability of interest c1au sa, 4.3.4 Thelollowing provisions shall apply if the professional liabili tycoverag€sar€ wriltenonaclaims-madeform: a. The retroaclive date of the policy must be shown and must be before th e date 01 the Agreemenl. b Insurance must be maintained and evidence of insurance musl b€ provided for at least five years aflercompletion of the Agreement orlh e work,solongascommerciallyavaiiableatreasonablerates, c II coverage is canceled ornot renewoo and it is nol replaced with anothe r claims-made poiicyform with a retroactive date that precedes theda teat this Agreement. Consultant must provide extended reporlingcover age for a minimum of five years after completion of the Agreement or tile work, The City shall havelhe right to exercise, at the Consultant's sole co stand expense,anyexlended reporling provisions of the policy, if the Co nsultant cancels or does not renew the coverage, d, A copy 01 the claim reporting requirements must be submitted to Ihe City prior to \he commencement of any work under this Agreement 4.4 All Policies ReQuirements. 4.4.1 Acceotabilitv of insurers, All insurance required by this section is to be placed with insurers with a 8ests'rating of no less than A:VII, 4.4.2 Verification of coveraQe. Prior to beginning any work under Ihis Agreement, Consultant shall furnish City with cerlificales of insurance and with original endorsements effecting coverage required herein, The cerlificates and endorsements lor each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The City reserves the ri ghtto require compfete, certified copies of all required insurance policies, a lanytime, ConsultingSelilicesAgreemenlbetween City of Dublin and Associatoo Right of Way Selilices, Inc. December20,2Q05 Page60f14 4.4.3 Subcontractors. Consullant shall include all subcontractors as in suredsunderits policies or shall furnish separate certificates and endorsements for each subcontraclor. All coverages for subcontractors shall be subjeclto all 01 the requirements stated herein 4.4.4 Variation. The City may approve a variation in the foregoing insurance requirements, upon a determination that the coverages, stope, limits, and forms of suchinsuranceareeithernotcommerciallyavailable,orthallheCity'sinterests are otherwise fully protected. 4.4.5 Oeductiblesand 5elf.lnsured Retentions. Consultant shall disciose to and obtain the approval of City lor the seif-insured retentions and deduc liblesbelore beginning any of the selilices or work called for by any term of this Agreem en!. During the period covered by this Agreement. only upon the prior ex presswrillen aulhorization of ContractAdminlstrator, Consultant may increase such doouctibles or self-insured retentions with respecttoCity,itsofficers, employee s,agents,and volunteers, The Contract Administrator may condition approval 01 an increase in deductibleorself,insuredretentionlevelswilharequirementlhatConsultant procureabond,guaranteeingpaymentoflossesandrelatedinvestigalions,claim administration, and defense expenses that is satisfactory in all res pects to each of them. 4.4.6 Notice of Reduction in Coveraqe. In the event that any caverage required by this section isreduced,limited,ormateriallyaffected in any other manne r. Consultant shall provide writlen nollce to City at Consultant'searlies tpossible opportunity and in nocaselaterlhanfivedaysaflerConsuttantisn olifiedofthe change in coverage, 4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance poiicies or policy endorsements toth e extent and within the time hereinrequired,Citymay, at its sole option exercise any of the fo Ilowingremedies;which are altematives to other remedies City may have and are not the exclusive remooy for Consultant's breach: . Oblain such insurance and deduct and relain the amount of the premium sforsuch insurance from any sums due under lhe Agreemenl; . Order Consultant to stop work under this Agreemenl or wilhhoid any payment that becomes due to Consultant hereunder, or bolh stop work and withhold any payment, until Consullant demonstrates compliance wilh the requirements hereo f;and/or . Terminate this Agfeement Consulting Services Agreemenl between City of Dublin and Associated RighlofWaySelilices, Inc. December 20,2005 Page70f14 Section 5, INOEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. Consultant shall indemnify, defend with counsel selected by the City, and hold harmless the City and its officials, officers, employees, agents, and volunteers from and against any and all losse s,liability, claims, suils, actions, damages, and causes of action arising out of any personal injury, b odilyinjury, loss of Ii Ie, or damage to property,or any violation olanylederal,state, or municipal law or ordinance.totheexlentcaused,inwhole orin part, by the wiilful misconduct or negiigent acts or omissions of Consultant or its employees, subcontractors,oragents,byactsforwhichtheycouldbeheldstrictly liable, or by the quality or character of their work. The foregoing obligation of Consullant shall not apply when (1) the injury, loss 01 life, damage to property, or violation of law arises wholly lrom the negligance or willful misconduct of the City or its officers, employees, agents, orvoiunteersand (2}the actions of Con sultant or its employees, subcontraclor, or agents have contribuled in no part to the injury, loss of life, damage 10 property, or violation of law, It is understood thai the duly of Consultanl to indemnify and hold ha rmlessincludesthe duly to defend as set forth in Section 2778 of the California Civil Code, Acceplance by City of insurance certificates and endorsements required under this Agreement does no trelieveConsultantfromliability under this indemnification and hold harmless clause, This indemnification and hold harmless clauS€ shall applytoanydamagesorclaimslordamageswhetherornotsuchinsurance policies shall have been determined to apply. By execution of this Agreemerit, Consuitant acknowledges and ag reestothe provisions of this Section and thatitis a material eiement of consi deration, In the event that Consultant or any employee, agent, or subcontractor of Consultant providing selilices under this Agreement is determined by a court of competent jurisdiction or Ihe 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 em ployeeandJoremployercontributions lor PERS benefits on behalf of Consultant or ils employees, agents ,or subcontractors, as well as for the payment of any penalties and interest on such contribulions, which wouldotherwisebetheresponsibiiityol City, Section 6. 6.1 6.2 STATUS OF CONSULTANT. Indeoendent Contractor. At all times during the term of this Agreement. Consultant shall bean independent conlractorand shall not be an employee of City. City shall have the right to control Consultanlonly insofar as the resuits 01 Consulta nt's selilices rendered pursuant to this Agreement and assignment of personnel pursuant to Su bparagraphl.3; however, otherwise City shall not have the right to control the mean sbywhichConsultant accomplishes services rendered pursuant to this Agreement. Notwithstandinganyolher City,stale, or federal policy. rule, regulation, law,orordinan cetothecontrary,Consultanl and any of its employees, agents, and subcontractors providing servic esunderthis Agreement shall nol qualify for or become entitled to, and herebyagre etowaiveanyand all claims to, any compensation, benefit, or any incident of employment by City, including bul not limited to eligibility to enroll in the California Public Em ployees Retiremenl System (PERS) as an employee of City and entitlement to any contribution t obepaidbyCityfor employer contributions andJoremployee contributions IorPERS be nefits. ConsultantNoAqent. Except as City may specify in Wliting, Consultanlshall have no authority,expressorimplied, to act on behalf of City in any capacity whatsoever as an Consulting Services Agreement between City of Dublin and Associated Right 01 Way Services. Inc. December20,2ODS Page80f14 agent. Consultant shall have no autllority. express or implied,pursuantto this Agreement to bind City toany obligation whatsoever, Section 7. LEGAL REQUIREMENTS. 7.1 GoveminQ Law. The laws of the State of California shall govem tIlis Agreement. 7.2 ComDliance with ADDlicable Laws. Consullant and any subcontractors shall comply wilh all laws applicable to the performance ofthewor1l hereunder. 7.3 Other Governmental ReQulations. To the extent that this Agreement may be funded by fiscalassistancefromanothergovernmentalentity,Consultanlandanysubconlractors shall comply witll all applicable rules and regulalions to which Cily 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, pe rmits,qualificalions, and approvals 01 whatsoever nature that are legally required to practiceth eirrespective professions. Consultant represents and warrants to City that Consultant and its employees, agents, any subcontractors shall,at Iheir sole coslan dexpense, keep in effect al all times during the term of this Agreemenl any licenses, permits, an d approvals that are legallyrequiredtopraclicetheirrespecliveprofessions.lnaddilion to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term 01 this Agreement valid Business Licenses from City. 7.5 Nondiscrimination and EQual ODoortunitv. Consultant shall notdiscliminate, on tile basisofa person's race, religion, color, nalionalorigin, age,phy sical or mental handicap or disabilily, medical condition, marital status, sex, or sexual orie ntation, against any employee, applicantforempioyment, subcontractor, bidder lor a subcontract, or participant in,recipientof,orapplicantforanyselilicesorprogramsprovidedby Consultant under this Agreement, Consultantshailcomplywithallapplicablefederal,state,andlocallaws, policies, rules, and requiremenls related to equal opportunity and n ondiscriminationin employment. contracting, and the provision of any services that are Ihe subject of this Agreemenl, including but not limited to the satistaction of any posi tiveobligationsrequiroo of Consultant thereby, Consultant shall include the provisions olthis Subsection in anysu bcontractapprovedby the Contract Administrator or this Agreement. SectionS. TERMINATION AND MODIFICATION. 8.1 Termination. City may cancel tIlis Agreement at any lime and without cause upon written notificaliontoConsultanl. Consulting Services Agreement between City of Dublin and Associated Right of Way Selilices, Inc. December2Q,2Q05 Page90f14 ConsultantmaycancelthisAgreementuponthirtydays'writtennoticeto City and shall include in such notice Ihe reasons for cancellation. In the event of termination. Consultant shall be entitled tocompensa tionforservices performed to lhe effective date of termination; City, however, maycondi tion payment of such compensation upon Consultant delivering to Cily any or all doc uments, photographs. computer software. video and audio lapes, and other materials provid ed to Consultant or preparedbyorlorConsultantorlheCityinconnectionwithlhisAgreement. 8.2 Extension. City may, in itssoie and exclusive discretion, extend the end date of this Agreemenl beyond that provided for in Subsection 1.1. Anysucl1extensionshallrequirea writlen amendment to this Agreement, as provided for herein, Consultanlunderslandsand agreeslhat, if City granls such an extension, City shall havenoobl igationto pmvide Consultant with compensation beyond the maximum amount provided for in this Agreement. Simila~y, unless aulhorized by the Contract Administrator, City shall have no obligation to reimburse Consultant for any otherwise reimbursabl eexpensesincurred during the extension period, 8.3 Amendments. The parties may amend Ihis Agreement only by a writing signed by all the parties. 8.4 AssiQnment and Subcontractina. City and Consultant recognize and agree Ihat this Agreement contemplates personal peliormance by Consultant and is basooupona determination of Consultant's unique personal competence, exper ience, and specialized personal knowledge. Moreover, a substantial inducement to Cit y for entering into this Agreement was and is the professional reputation and competence 0 fConsultant. 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 01 the performance contemplated and provided for herein, other than to the sub contractors noted in the proposal,without prior written approval ofll1e Contract Admin istralor. 8.5 Survival. All obligations arising prior to the termination of this Agreement a ndall provisionsofthisAgreementallocatingliabilitybetweenCityandConsultantshallsulilive the termination of Ihis Agreement. 8.6 Options upon Breach bvConsultant. IfConsullant materially breaches any of the terms of this Agreement, City's remedies shall includoo, but not be limiled to, the following, 8,6.1 Immediately lerminate the Agreemenl; 8.6.2 Retain the plans, specifications, drawings, reports, designdocu ments, and any olherwork product prepared by Consultant pursuant to this Agreement; 8.6.3 Retain a differenl consultant to complete the work described in Ex hibitAnot finished by Consultant; or Consulting Services Agreement bet\rlieen City of Dublin and Associated Right of Way Services, Inc, December 20, 2005 Pagel0of14 8.6.4 Charge Consultant the djfference between the cost to complete the work described in ExhibitAthal is unfinished althe time of breach and Iheamountthal City would have paid Consultant pursuant to Section 2 ilConsultant 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, sUlileys, pholographs, memoranda, plans, s tudies,specificalions, records, files, or any other documenlsor malerials,in electronicoranyotherform,that Consultant prepares or obtains pursuant to this Agreement and that rei ate 10 the matters coveredhereundershail be the property of the City. Consullant 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 butnotl imited to those described above, prepared pursuant 10 this Agreement are prepared specifical Iy for tile City and are notnecessarilysuitableforanyfulureorolheruse.CityandConsuItantagree that, until final approval by City,all data, plans, specifications, reports and othe rdocumentsare confidential and will not be released to third parties without prior wri tlenconsentofboth parties, 9.2 Consultant's Books and Records. Consultanlshallmaintain any and all ledgers, books of account invoices, vouchers, canceled checks, and other records 0 rdocuments evidencing or relating to charges lor services or expenditures and d isbursementscharged to the City under this Agreemenl for a minimum 01 three (3) years, orfor any longer period required by law, from the date of final payment to Ihe Consultant to this Agreement. 9.3 Inspection and Audit 01 Records. Any records or documents that Seclion 9.2 of this Agreement requires Consultant to maintain shall be made available lor inspection, audit andlorcopying at any time during regular business hours, upon oral or written request of tile City, Under Calilornia Government Code Section 8546.7, if the amount of public funds expended undertllis Agreement exceeds TEN THOUSAND DOLLARS (S10,000,00), the Agreement shall be subject to the examination and audit 01 the State A uditor,atthe request of City or as part of any audit of the City, lor a period otthree (3) years after final payment undertl1e Agreement. Section 10 MISCELLANEOUS PROVISIONS. 10.1 Attornevs'Fees. If a party to this Agreement brings any action, including an acllon fo r declaratory relief,to enforce or interpret the provision 01 this Agreeme nt, the prevailing party shall be entitled to reasonable attomeys' fees in addition to anyothe r relief to which Ihat party may be entitled. The court may set such fees in the same action orin a separate action brought lor that purpose. Consulting Services Agreement between City of Dublin and Associated Right of Way Selilices, Inc. December20,2005 Page11of14 10.2 Venue. In the event that either party brings any action against the otherunderthis Agreement, the parties agree that trial 01 such action shall be vest8!:i exclusivel yinthe state courts 01 California in the County Alameda or in the United States District Court for the Northem District of California. 10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void,or unenforceable, the provisions of th is Agreement not so adjudged shall remain in full force and effect. The invalidity in wIloleorin part of any provision of this Agreement shall not void or affect thevaiidily 01 any olher provision of this Agreement. 10.4 No Imolied Waiver of Breach. Thewaiverofanybreachofaspecificprovisionofthis Agreement does not constilute a waiver of any other breach 01 that term or any other term of this Agreement. 10.5 Succe550rsandA5siQns. The provisions 01 this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of Ihe parties . 10.6 Use of Recvcled Products. Consultant shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available alequal 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 oliocat ion, would place Consullantin a "conllict of in teres I," as that term is defined in the Political Reform Act, codified at Califomia Govemment Code Section 81000 et seq, Consultant shall not employ any City official in Ihe work performed pursuant to this Agreement. No officer or employee of City shall have any financial inlerestin this Agreement Ihat would violate Caiifornia Government Code Sections 1090 et seq. Consultant hereby warrants that it is not now, nor has it been in the p revious twelve (12) months, an employee. agent, appointee, or official of the City. IfConsultanlw8san employee,agenl,appointee,orofficialoftheCityinthepreviouslwelvemonths, Consultant warrants that it did not participate in any manner in th eformingofthis Agreement. Consultant understands that, il this Agreement is made in violalion of Governmenl Code !i1090 et,seq,. the entire Agreement is void and Consultant will not be entitled toany corilpensation for services peliormed pursuant to thi sAgreement, including reimbursement 01 expenses, and Consullant will be required to reimburse the City for any sums paid to the Consultant. Consultant understands thal, in addition to the foregoing, it may be subjecl to criminal prosecution fora violation of Governmen tCode!i1090and,if applicable, will bedisqualilied from holding public office in the Stal eofCalifornia. 111.8 Solicitation, Consultant agrees not to solicit business at any meeting,locusgrou p,or inteliliew related to this Agreement eilher orally or through any wr ittenmaterials, Consulting Selilices Agreement between City of Dublin and Associaled Right of Way Services, Inc. December 20, 2005 Page 120f14 10,9 Contract Administration. This Agreement shall be administered by the Parks & Community Services Director ("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her desig nee. 10.10 Notices. Any written notice to Consultant shall be sent to: LarryCastellanos,SRNlA Vice President Associated Righi of Way Services, Inc. 2300ConlraCostaBoulevard,Suite525 PleasantHill,CA 94523 Any written nolice to City shall be sent lo: Diane Lowart Parks & Community Services Director City of Dubiin 100 Civic Plaza Dublin,CA 94568 10.11 Professional Seal. Where applicable in Ihedetermination of the contractadminislIat or, thefirstpageofatechnicalreporl,firstpageofdesignspecifications, and each page of conslruction drawings shall be stampedlsealed and signed by lhe Ii censedprofessional responsibleforthe reportldesign preparation, The stamplseal shall bein a block entitled "Seal and Signature of Registered Professional with reportldesign resp onsibility," as in the following example. Seal and Signature of Regislered Professional wilh reportldesignresponsibility, 10.12 Intearation. This Agreement, including the scope of work allached hereto and incorporated herein as ExhibitA,representstheentireandinte grated agreement between City and Consullant and supersedes all prior negotiations, represenla tions, or agreements, eitherwriUenororal. CITY OF DUBLIN ~, William ConsultingServicesAgreementbe!ween City of Dublin and Associated RightofWaySelilices,lnc, [DATE] Page130f14 ~\J\R ~- Fawn olman,CityCler1c Approved as 10 Form: ji("/<.t IiZ J; L Eiizabeth H.Silver, CityAltomey Consulting Services Agreement between City of Dublin and Associated Right of Way Services, Inc. December20,2005 Page140f14 EXHIBIT A SCOPE OF SERVICES ADDraisalServices 1, Prepare appraisal report in a Restricted format in accordance with Uniform St andardsolProlessional AppraisaIPractice,StandardRule2-2(c). 2, One (1)original and two (2) copies of the appraisal report will be subm itted. 3, Work with Ihe City of Dublin staff,asnecessary, 4. The report will be completed within approximalely eight to ten (8 -10) weeks upon receipl of the City's writlenauthorization to proceed and adequate appraisal maps. 5, City to provide adequate maps and olherpertinent information iden tifying the area or areas of study. 6, Appraisal is for the "MarketValue"oflhe property referenced above defined as follows: "The most probable price which a property should bring in acompetiti ve and open marketunderalt conditions requisite to a fair sale, the buyer and seller each actin gprudentlyandknowledgeablyand assuming the price is not affected by undue stimulus. Implicit in this definition is the consummation of a sale as ola specified dale and the passing of title from seller to buye r under conditions whereby: a. buyer and seller are typically motivated; b. both parties are well informedorwelladvised,andacting in what they co nsidertheirbestinterests; c, a reasonable time is allowed for exposure in the open market; d. payment is made in terms of cash in United Stales dollars or in terms 0 ffinancialarrangements comparablelhereto;and e. the price represents the normal consideration for the properly sold unalfected by special or creative financing or sales concessions granted by anyone associated with t he sales." 7. Appraiser shall not be responsible for soil analysis unlessinforma tion to the contrary is provided. Appraisal is to be based on the assumption that the soils are adequa teto supporlthe determined highest and best use 01 the properly and that there is no hazardous mat erialcontamination. 8, Appraisal report to be prepared by an ARfWS staff appraiser. 9, Fee to be $7,300 on alumpsum basis, Consulting Services Agreement between City of Dublin and Associated Right of Way Services, Inc, -- Exhibit A Page1011 EXHIBITB COMPENSATION SCHEDULE Consulting Services Agreement between City 01 Dublin and Associated Right of Way Services, Inc,--Exhi bitS Page10f1 fillI~ ASSOCIATED 1 I RIGHT OF WAY SERVICt:S,)NG. Exhibit B Fee Schedule 2005 ScrviceTvp~ HourlvRate . Principal/Consulting $150.00 . Project ManagerlConsulting $130.00 . Appraisal Reports LumpSuffi . Appraisal Service, (Hourly) $165.00 . AcquisitionAgent-I $110.00 . Acquisition Agent-ll $100.00 . Acquisition Agem-ill $90,00 . Relocation Plans/Reports LumpSum* . RdocationAgent-I $100.00 . Relocation Agent-II $90,00 . Relocation Agent-III $80.00 . Right of Way Technician $75.00 . Project Tracking $80.00 . AllministrativeSupport 555.00 . Subcontractors Cost + 10% . Depositions, Court Appearances, Hearings, and $195.00 Testimony (including preparation) Fees mclude direCI ontl indirecl expen"., (1ndprofir. *May be billed 011 an hourlybas;<. CONJi11)EA'T1ALITY NOTICE: This inj'ormat;nn is intended only for the u.e of tM ",c;pi"nt. An)' di,clMure, copying, di.tribUlwn or use of any oftllc Information conta/1led In this docament I.. ,<lTidly urohibited.