HomeMy WebLinkAboutReso 40-06 Neighborhood Square Area F
RESOLUTION NO. 40 - 06
A RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF DUBLIN
. . . . * * * * w
APPROVING AN AGREEMENT WITH KELLER MITCHELL AND COMPANY
FOR THE AREA F - NEIGHBORHOOD SQUARE
WHEREAS, the 2004-2009 Capital Improvement Program includes a project to prepare design
and construction documents for the Area F Neighborhood Square; and
WHEREAS, the City has solicited proposals from landscape architectural firms to complete the
design and construction documents; and
WHEREAS, the City received three proposals and selected Keller Mitchell and Company; and
WHEREAS, Keller Mitchell and Company has demonstrated adequate ability to perform said
design and construction documents; and
WHEREAS, consultant is available to perform work as specified,
NOW, THEREFORE, BE IT RESOLVED that the City Council ofthe City of Dublin does
approve the agreement with Keller Mitchell and Company, attached hereto and authorize the Mayor to
execute the Agreement.
PASSED, APPROVED AND ADOPTED this 4th day of April 2006, by the following vote:
AYES,
Councilmembers Hildenbrand, McCormick and Zika, and Mayor Pro Tern Oravetz
NOES
None
ABSENT
Mayor Lockhart
ABSTAIN None
~!2~d
A]:
uuJ~
C~y Clerk
Reso No. 4U-06, Adopted 4/4106, Item 8.1
Pajl;e 1 of 1
CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF DUBLIN AND
KELLER MITCHELL AND COMPANY
THIS AGREEMENT for consulting services is made by and between the City of Dublin ("City") and
Keller Mitchell and Company ("Consultant") as of April 4, 2006,
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
1.1 Term of Services. The tenn of this Agreement shall begin on the date first noted above
and shall end on December 31,2007, and Consultant shall complete the work according to
the schedule described in Exhibit A prior to 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 provided for in Section 8,
1.2 Standard of Performance. Consultant shall perform all services required pursuant to this
Agreement in the manner and according to the standards observed by a competent
practitioner of the profession in which Consultant is engaged in the geographical area in
which Consultant practices its profession. Consultant shall prepare all work products
required by this Agreement in a substantial, first-class manner and shall conform to the
standards of quality normally observed by a person practicing in Consultant's profession,
1.3 Assianment of Personnel. Consultant shall assign only competent personnel to perform
services pursuant to this Agreement. In the event that City, in its sole discretion, at any
time during the term of this Agreement, desires the reassignment of any such persons,
Consultant shall, immediately upon receiving notice from City of such desire of City,
reassign such person or persons.
1.4 Time. Consultant shall devote such time to the performance of services pursuant to this
Agreement as may be reasonably necessary to meet the standard of performance
provided in Section 1 1 above and to satisfy Consultant's obligations hereunder
Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed $54,810
(fifty-four thousand, eight-hundred and ten dollars even), notwithstanding any contrary indications that may
be contained in Consultant's proposal, for services to be performed and reimbursable costs incurred under
this Agre~ment. In the event of a conflict between this Agreement and Consultant's proposal, attached as
(l^t'xhibitfr;.?egarding the amount of compensation, the Agreement shall prevaiL City Shilll pay Consultant
lQ 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.
Consulting Services Agreement between
City of Dublin and Keller Mitchell and Company
April 4, 2006
Page 1 of 14
Except as specifically authorized by City, 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 Consuitant 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.
Notwithstanding the "not to exceed" compensation amount in the preceding paragraph, the Contract
Administrator may authorize payment above the "not to exceed" amount to allow Consultant to provide
additional services, or, to compensate Consultant for services provided within the original scope of work in
excess of the hours specified in Exhibit A. In no event. however, shall the Contract Administrator authorize
payment of such additional payments in excess of 20% of the "not to exceed" amount.
2.1 Invoices. Consultant shall submit invoices, not more often than once a month during the
term of this Agreement, based on the cost for services performed and reimbursable costs
incurred prior to the invoice date. Invoices shall contain the following infonmation:
. 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;
. At City's option, for each work item in each task, a copy of the applicable time
entries or time sheets shall be submitted showing the name of the person doing
the work, the hours spent by each person, a brief description of the work, and
each reimbursable expense;
. The total number of hours of work performed under the Agreement by Consultant
and each employee, agent, and subcontractor of Consultant performing services
hereunder, as well as a separate notice when the total number of hours of work by
Consultant and any individual employee, agent, or subcontractor of Consultant
reaches or exceeds 800 hours, which shall include an estimate of the time
necessary to complete the work described in Exhibit A,
. The Consultant's signature.
2.2 Monthlv Payment. City shall make monthly payments, based on invoices received, for
services satisfactorily perfonmed, 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 Consuitant.
Consulting Services Agreement between
City of Dublin and Keller Mitchell and Company
April 4, 2006
Page 2 of 14
2,3 Final Payment. City shall pay the last 10% of the total sum due pursuant to this
Agreement within sixty (60) days after completion of the services and submittal to City of a
final invoice, if all services required have been satisfactorily performed
2.4 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to
this Agreement. City shall not pay any additional sum for any expense or cost whatsoever
incurred by Consultant in rendering services pursuant to this Agreement. City shall make
no payment for any extra, further, or additional service pursuant to this Agreement.
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 houriy basis shall not exceed
the amounts shown on Exhibit B fee schedule,
2.6 Reimbursable Expenses. Reimbursable expenses are specified in Exhibit B, and shall
not exceed $4,950 (four-thousand, nine-hundred and fifty dollars even), 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 in order to verify costs incurred to that date.
2.9 Authorization to Perform Services. The Consultant is not authorized to perform any
services or incur any costs whatsoever under the terms of this Agreement until receipt of
authorization from the Contract Administrator
Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole
cost and expense, provide all facilities and equipment that may be necessary to perform the services
required by this Agreement. City shall make available to Consultant only the facilities and equipment listed
in this section, and only under the terms and conditions set forth herein,
City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be
reasonably necessary for Consultant's use while consulting with City employees and reviewing records and
the information in possession of the City The location, quantity, and time of furnishing those facilities shall
be in the sole discretion of City In no event shall City be obligated to furnish any facility that may involve
Consulting Services Agreement between
City of Dublin and Keller Mitchell and Company
April 4, 2006
Page 3 of 14
"
incurring any direct expense, including but not limited to computer, long"distance telephone or other
communication charges, vehicles, and reproduction facilities.
Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement,
Consultant, at its own cost and expense, shall procure "occurrence coverage" insurance against claims for
injuries to persons or damages to property that may arise from or in connection with the performance of the
work hereunder by the Consultant and its agents, representatives, employees, and subcontractors,
Consultant shall provide proof satisfactory to City of such insurance that meets the requirements of this
section and under fonns of insurance satisfactory in all respects to the City Consultant shall maintain the
insurance policies required by this section throughout the tenn of this Agreement. The cost of such
insurance shall be included in the Consultant's bid. Consultant shall not allow any subcontractor to
commence work on any subcontract until Consultant has obtained all insurance required herein for the
subcontractor(s) and provided evidence thereof to City Verification of the required insurance shall be
submitted and made part of this Agreement prior to execution,
4.1 Workers' Compensation. Consultant shall, at its sole cost and expense, maintain
Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any
and all persons employed directly or indirectly by Consultant. The Statutory Workers'
Compensation Insurance and Employer's Liability Insurance shall be provided with limits of
not less than ONE MILLION DOLLARS ($1,000,00000) per accident. In the alternative,
Consultant may rely on a self-insurance program to meet those requirements, but only if
the program of self-insurance complies fully with the provisions of the California Labor
Code Detennination of whether a self-insurance program meets the standards of the
Labor Code shall be solely in the discretion of the Contract Administrator The insurer, if
insurance is provided, or the Consultant, if a program of self-insurance is provided, Shill!
waive all rights of subrogation against the City and its officers, officials, employees, and
volunteers for loss arising from work performed under this Agreement.
An endorsement shall state that ooverage shall not be canceled except after thirty (30)
days' prior written notice by certified mail, return receipt requested, has been given to the
City Consultant shall notify City within 14 days of notification from Consultant's insurer if
such coverage is suspended, voided or reduced in coverage or in limits,
4.2 Commercial General and Automobile Liability Insurance.
4,2.1 General reauirements, Consultant, at its own cost and expense, shall maintain
commercial general and automobile liability insurance for the term of this
Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,00000)
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
Consulting Services Agreement between
City of Dublin and Keller Mitchell and Company
April 4, 2006
Page 4 of 14
including death resulting therefrom, and damage to property resulting from
activities contemplated under this Agreement, including the use of owned ilnd non.
owned automobiies,
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
CG 0001 (ed. 11/88) or Insurance Services Office form number GL 0002 (ed. 1m)
covering comprehensive General liability and Insurance Services Office form
number GL 0404 covering Broad Form Comprehensive General liability
Automobile coverage shall be at least as broad as Insurance Services Office
Automobile Liability form CA 0001 (ed 12/90) Code 8 and 9 ("any auto"). No
endorsement shall be attached limiting the coverage.
4.2.3 Additional reauirements. Each of the following shali be included in the
insurance coverage or added as an endorsement to the policy-
a. City and its officers, employees, agents, and volunteers shall be covered
as additional insureds with respect to each of the following: liability arising
out of activities performed by or on behalf of Consultant, including the
insured's general supervision of Consultant; products and completed
operations of Consultant; premises owned, occupied, or used by
Consultant; and automobiles owned, leased, or used by the Consultant.
The coverage shali contain no special limitations on the scope of
protection afforded to City or its officers, employees, agents, or
volunteers,
b. The insurance shall cover on an occurrence or an accident basis, and not
on a claims-made basis
c, An endorsement must state that coverage is primary insurance with
respect to the City and its officers, officials, employees and volunteers,
and that no insurance or self-insurance maintained by the City shall be
called upon to contribute to a loss under the coverage
d, Any failure of CONSULTANT to comply with reporting provisions of the
policy shall not affect coverage provided to CITY and its officers,
employees, agents, and volunteers.
e. An endorsement shall state that coverage shall not be canceled except
after thirty (30) days' prior written notice by certified mail, return receipt
requested, has been given to the City Consultant shall notify City within
14 days of notification from Consultant's insurer if such coverage is
suspended, voided or reduced in coverage or in limits.
Consulting Services Agreement between
City of Dublin and Keller Mitchell and Company
April 4, 2006
Page 5 of 14
4.3 Professional Liabilitv Insurance. Consultant, at its own cost and expense, shall
maintain for the period covered by this Agreement professional liability insurance for
licensed professionals performing work pursuant to this Agreement in an amount not less
than ONE MILLION DOLLARS ($1,000,000) covering the licensed professionals' errors
and omissions.
4.3.1 Any deductible or self-insured retention shall not exceed $150,000 per claim.
4.3.2 An endorsement shall state that coverage shall not be suspended, voided,
canceled by either party, reduced in coverage or in limits, except after thirty (30)
days' prior written notice by certified mail, return receipt requested, has been given
to the City
4.3.3 The policy must contain a cross liability or severability of interest clause.
4.3.4 The following provisions shall apply if the professional liability coverages are
written on a claims-made form:
a. The retroactive date of the policy must be shown and must be before the
date of the Agreement.
b. Insurance must be maintained and evidence of insurance must be
provided for at least five years after completion of the Agreement or the
work, so long as commercially available at reasonable rates,
c. If coverage is canceled or not renewed and it is not replaced with another
claims-made policy form with a retroactive date that precedes the date of
this Agreement, Consultant must provide extended reporting coverage for
a minimum of five years after completion of the Agreement or the work,
The City shall have the right to exercise, at the Consultant's sole cost and
expense, any extended reporting provisions of the policy, if the Consultant
cancels or does not renew the coverage.
d. A copy of the claim reporting requirements must be submitted to the City
prior to the commencement of any work under this Agreement.
4.4 All Policies Reaulrements.
4.4.1 Acceptabilitvof insurers. All insurance required by this section is to be placed
with insurers with a Bests' rilting of no less than A, VII.
4.4.2 Verification of coveraQe. Prior to beginning any work under this Agreement,
Consultant shall furnish City with certificates of insurance and with original
endorsements effecting coverage required herein, The certificates and
endorsements for each insurance policy are to be signed by a person authorized
Consulting Services Agreement between
City of Dublin and Keller Mitchell and Company
April 4, 2006
Page 6 of 14
by that insurer to bind coverage on its behalf The City reserves the right to
require complete, certified copies of all required insurance policies, at any time
4.4.3 Subcontractors. Consultant shall include all subcontractors as insureds under its
policies or shall furnish separate certificates and endorsements for each
subcontractor All coverages for subcontractors shall be subject to all of the
requirements stated herein,
4.44 Variation. The City may approve a variation in the foregoing insurance
requirements, upon a determination that the coverages, scope, limits, and forms of
such insurance are either not commercially available, or that the City's interests
are otherwise fully protected.
4.4.5 Deductibles and Self-Insured Retentions. Consultant shall disclose to and
obtain the approval of City for the self-insured retentions and deductibles before
beginning any of the services or work calied for by any term of this Agreement.
During the period covered by this Agreement, only upon the prior express written
authorization of Contract Administrator, Consultant may increase such deductibles
or self-insured retentions with respect to City, its officers, employees, agents, and
volunteers. The Contract Administrator may condition approval of an increase in
deductible or self-insured retention levels with a requirement that Consultant
procure a bond, guaranteeing payment of losses and related investigations, claim
administration, and defense expenses that is satisfactory in all respects to each of
them.
4.4,6 Notice of Reduction in CoveraQe. In the event that any coverage required by
this section is reduced, limited, or materially affected in any other manner,
Consultant shall provide written notice to City at Consultant's earliest possible
opportunity and in no case later than five days after Consultant is notified of the
change in coverage
4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide
or maintain any insurance policies or policy endorsements to the extent and within the time
herein required, City may, at its sole option exercise any of the following remedies, which
are alternatives to other remedies City may have and are not the exclusive remedy for
Consultant's breach:
.
Obtain such insurance and deduct and retain the amount of the premiums for such
insurance frorn 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
Consulting Services Agreement between
City of Dublin and Keller Mitchell and Company
April 4, 2006
Page 7 of 14
. Terminate this Agreement.
Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. Consultant shall
indemnify, defend with counsel selected by the City, and hold harmless the City and its officials, officers,
employees, agents, and volunteers from and against any and all losses, liability, claims, suits, actions,
damages, and causes of action arising out of any personal injury, bodily injury, loss of life, or damage to
property, or any violation of any federal, state, or municipal law or ordinance, to the extent caused, in whole
or in part, by the willful misconduct or negligent acts or omissions of Consultant or its employees,
subcontractors, or agents, by acts for which they could be held strictly liable, or by the quality or character
of their work. The foregoing obligation of Consultant shall not apply when (1) the injury, loss of life, damage
to property, or violation of law arises wholly from the negligence or willful misconduct of the City or its
officers, employees, agents, or volunteers and (2) the actions of Consultant or its employees,
subcontractor, or agents have contributed in no part to the injury, loss of iife, damage to property, or
violation of law It is understood that the duty of Consultant to indemnify and hold harmless includes the
duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by City of insurance
certificates and endorsements required under this Agreement does not relieve Consultant from liability
under this indemnification and hold harmless clause, This indemnification and hold harmless clause shall
apply to any damages or claims for damages whether or not such insurance policies shall have been
determined to apply By execution of this Agreement, Consultant acknowledges and agrees to the
provisions of this Section and that it is a material element of consideration.
Notwithstanding the foregoing, to the extent that this Agreement is a 'construction contract" as defined in
California Civil Code section 2783, as amended from time to time, such duty to indemnify shall not apply
when to do so would be prohibited by California Code section 2782.
In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services
under this Agreement is determined by a court of competent jurisdiction or the California Public Employees
Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Consultant shall
indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions
for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the
payment of any penalties and interest on such contributions, which would otherwise be the responsibility of
City
Section 6.
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 City shall have the
right to control Consultant only insofar as the results of Consultant's services rendered
pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3;
however, otherwise City shall not have the right to control the means by which Consultant
accompiishes services rendered pursuant to this Agreement. Notwithstanding any other
City state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant
and any of its employees, agents, and subcontractors providing services under this
Agreement shall not qualify for or become entitled to, and hereby agree to waive any and
all claims to, any compensation, benefit, or any incident of employment by City, including
Consulting Services Agreement between
City of Dublin and Kelier Mitchell and Company
April 4, 2006
Page 8 of 14
6.2
Section 7.
7.1
7.2
7.3
7.4
7.5
but not limited to eligibility to enroll in the California Public Employees Retirement System
(PERS) as an employee of City and entitlement to any contribution to be paid by City for
employer contributions and/or employee contributions for PERS benefits,
Consultant No AQent. Except as City may specify in writing, Consultant shall have no
authority, express or implied, to act on behalf of City in any capacity whatsoever as an
agent. Consultant shall have no authority, express or implied, pursuant to this Agreement
to bind City to any obligation whatsoever
LEGAL REQUIREMENTS.
GoverninQ Law. The laws of the State of California shall govern this Agreement.
Comoliance with Aoolicable Laws. Consultant and any subcontractors shali comply with
all laws applicable to the performance of the work hereunder
Other Governmental Reaulations. To the extent that this Agreement may be funded by
fiscal assistance from another governmentai entity, Consultant and any subcontractors
shall comply with all applicable rules and regulations to which City is bound by the tenns of
such fiscal assistance program.
Licenses and Permits. Consultant represents and warrants to City that Consultant and
its employees, agents, and any subcontractors have all licenses, penn its, qualifications,
and approvals of whatsoever nature that are legally required to practice their respective
professions Consuitant represents and warrants to City that Consultant and its
employees, agents, any subcontractors shali, 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 tenn of this
Agreement valid Business Licenses from City
Nondiscrimination and Eaual Oooortunitv. Consultant shall not discriminate, on the
basis of a person's race, religion, color, national origin, age, physical or mental handicap or
disability, medical condition, marital status, sex, or sexual orientation, against any
employee, applicant for employment, subcontractor, bidder for a subcontract, or participant
in, recipient of, or applicant for any services or programs provided by Consultant under this
Agreement. Consultant shall comply with all applicable federal, state, and local laws,
policies, rules, and requirements related to equal opportunity and nondiscrimination in
employment, contracting, and the provision of any services that are the subject of this
Agreement, including but not limited to the satisfaction of any positive obligations required
of Consultant thereby
Consultant shall include the provisions of this Subsection in any subcontract approved by
the Contract Administrator or this Agreement.
Consulting Services Agreement between
City of Dublin and Keller Mitchell and Company
April 4, 2006
Page 9 of 14
Section 8.
TERMINATION AND MODIFICATION.
8.1
Termination. City may cancel this Agreement at any time and without cause upon written
notification to Consultant.
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 Assillnment and Subcontractina. 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 aliocating liability between City and Consultant shall survive
the termination of this Agreement.
8.6 ODtions UDon Breach bv Consultant. If Consultilnt materially breaches any of the terms
of this Agreement, City's remedies shall included, but not be iimited 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;
Consulting Services Agreement between
City of Dublin and Keller Mitchell and Company
April 4, 2006
Page 10 of 14
8.6.3 Retain a different consultant to complete the work described in Exhibit A not
finished by Consultant; or
8.6,4 Charge Consultant the difference between the cost to complete the work
described in Exhibit A that is unfinished at the time of breach and the amount that
City would have paid Consultant pursuant to Section 2 if Consultant had
completed the work.
Section 9. KEEPING AND STATUS OF RECORDS.
9.1 Records Created as Part of Consultant's Performance. All reports, data, maps,
models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications,
records, files, or any other documents or materials, in electronic or any other form, that
Consultant prepares or obtains pursuant to this Agreement and that relate to the matters
covered hereunder shall be the property of the City Consultant hereby agrees to deliver
those documents to the City upon termination of the Agreement. It is understood and
agreed that the documents and other materials, including but not limited to those described
above, prepared pursuant to this Agreement are prepared specifically for the City and are
not necessarily suitable for any future or other use, City and Consultant agree that, until
final approval by City, all data, plans, specifications, reports and other documents are
confidential and will not be released to third parties without prior written consent of both
parties
9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books
of account, invoices, vouchers, canceled checks, and other records or documents
evidencing or relating to charges for services or expenditures and disbursements charged
to the City under this Agreement for a minimum of three (3) years, or for any longer period
required by law, from the date of final payment to the Consultant to this Agreement.
9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this
Agreement requires Consultant to maintain shall be made available for inspection, audit,
and/or copying at any time during regular business hours, upon oral or written request of
the City Under California Government Code Section 8546 7, if the amount of public funds
expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), the
Agreement shall be subject to the examination and audit of the State Auditor, at the
request of City or as part of any audit of the City, for a period of three (3) years after final
payment under the Agreement.
Section 10 MISCELLANEOUS PROVISIONS.
10.1 Attornevs' 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.
Consulting Services Agreement between
City of Dublin and Keller Mitchell and Company
April 4, 2006
Page 11 of 14
10.2 Venue. In the event that either party brings any action against the other under this
Agreement, the parties agree thilt trial of such action shall be vested exclusively in the
state courts of California in the County of Alameda or in the United States District Court for
the Northern District of California.
10.3 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 Assi~ns. The provisions of this Agreement shall inure to the benefit of
and shall apply to and bind the successors and assigns of the parties,
10,6 Use of 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 Govemment Code Section 81000 et seq.
Consultilnt 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 Califomia Government Code Sections 1090 et seq.
Consultant hereby warrants that it is not now, nor has it been in the previous twelve (12)
months, an employee, agent, appointee, or official of the City If Consultant was an
employee, agent, appointee, or official of the City in the previous twelve months,
Consultant warrants that it did not participate in any manner in the forming of this
Agreement. Consultant understands that, if this Agreement is made in violation of
Government Code ~1090 et.seq" the entire Agreement is void and Consultant will not be
entitled to any compensation for services performed pursuant to this Agreement, including
reimbursement of expenses, and Consultant will be required to reimburse the City for any
sums paid to the Consultant. Consultant understands that, in addition to the foregoing, it
may be subject to criminal prosecution for a violation of Government Code ~ 1090 and, if
applicable, will be disqualified from holding public office in the State of California.
Consulting Services Agreement between
City of Dublin and Keller Mitchell and Company
April 4, 2006
Page 12 of 14
,.
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:
Keller Mitchell and Company
Att"' Jacque Keller
302 Fourth Street
Oakland, CA 94607
Any written notice to City shall be sent to
City of Dublin, Parks and Community Services Department
Attn. Rosemary Alex
100 Civic Plaza
Dublin, CA 94568
10,11 Professional Seal. Where applicable in the determination of the contract ildministrator,
the first page of a technical report, first page of design specifications, and each page of
construction drawings shall be stamped/sealed and signed by the licensed professional
responsible for the report/design preparation, The stamp/seal shall be in a block entitled
"Seal and Signature of Registered Professional with reporVdesign responsibility," as in the
following exam pie.
Seal and Sig
reporVdesign
10.12 Inteqration, This Agreement, including the scope of work attached hereto and
incorporated herein as Exhibit A, represents the entire and integrated agreement between
City and Consultant and supersedes all prior negotiations representations, or agreements,
either written or oral.
Consulting Services Agreement between
City of Dublin and Keller Mitchell and Company
April 4, 2006
Page 13 of 14
CITY OF DUBLIN
Janet Lockhart, Mayor
Attest:
Fawn Holman, City Clerk
Approved as to Form:
Elizabeth Silver, City Attorney
CONSULTANT
~ll~e~~.-
Consulting Services Agreement between
City of Dublin and Keller Mitchell and Company
April 4, 2006
Page 14 of 14
Keller Mitchell & Co.
Landscape Architec:tul-e
February 24, 2006
Revised March 23, 2006
EXHIBIT A
EXHIBIT A
Scope of Services and Work l'roduets:
SCOPE OF SERVICES
Task 1: Project Kick of rand Informational gathering (April 5-13, 2U06)
a. Review existing park and recreational master plan and survey up to three (3) similar
facilities in the City ofOublin.
b. Conduct a code search to identify regulations regarding ptanting, irrigation, acce" and
other issues relevant to Keller Mitchell's scope of work.
c. Attend one meeting with the client to review and coordinate the work.
d. heller Mitchell to send out for a laboratory analysis of the existing soil tor
horticultural suitability
.
Task 2: Design Alternatives (April 5~May 15,2006)
a. Preparatiun of three altemative designs and costs estimates fur each ofthe altematives.
b. Meet with City staffto review alternatives and make modifications to those plans as
discussed.
c. Meet with staff and present refined designs.
d. Following staff review and comment, present three recommended and uolored
renderings of the altematives with Cllst estimates to the Parks and Community Serviucs
un May 15, 2006. Renderings will indicate communitv spaces, walks, paths,
children's play area, and plant material types.
e, AUend three meetings with the client to review and coordinate the work.
~...
Task 3: Refine Schematic Plan (May 16-.lune 19, 2U06)
a. Based on community and city comments, refine schematic plan and present tinal
schematic plan to Parks and Community Services un June 19, 2006.
b. Present landscape construction estimate based on the refined schematiu plan.
c. This plan will show' I) Play and cummunity spaces and their amenities
2) Conceptual grading and lighting design
3) General planting design
4) Paving types, tinishes and colors
5) Develop site details for review
d. Using communts ohtained trom the publi" hearing and directions from City stan:
revise the uonuuptual design if necessary and present to the City Counuil un July 5,
2UU6.
Tusk 4: 50% Contract Documents: (Jnly 10-Sept 15, 200M
a, Attend a kickoff meeting with city staff and maintenance tu review specific equipmunt
and site details.
b. Based un the approved plan and an estimated construction budget, prepare 50%
constructiun drawings into standard wurking drawing fommt speuifiud by the client
showing:
I) Refine drainage and grading plan.
I) Play areas, community spaces, walks and paths
2) Site dctails
3) Paving finishes, seat walls, steps, ramps and landscape fumishings.
4) Plant material locations and species.
5) Prepare outline spe"ifications and product infommtion fur the project.
6) Submit 50% complete plans, specifications, ustimate and submit five 15 copies) of all
materials for city review.
Consulting Services Agreement between
City of Dublin and Keller Mitchell and Company --Exhibit A
April 4, 2006
Page 1 of 2
Keller Mitchell & Co.
Landscape Architecture
Exhibit A
I'age 2
.
Task 5: 100'Yo Construction Doeumentation:(September 15-Deeember 11, 20U6)
a. Meet with staff tu review 5U% comments to receive authorizatiun aud direction to
proceed with final design. Prepare final drawings whieh include:
I Dimension plan; Estahl ishment ufhor;zontal control of landscape
elements.
2. Grading plan for pedestrian paving and planting areas.
3 Electrical plan and details.
4 Landscapc Constrnctiun Details such as paving, seatwalls and ramps.
5 Ptanting plan and details.
6. Irrigation Phm and details.
7 Specificatiun sections in standard CSI format.
l\, Preparc final detailed project cost estimate.
9 Submit 100'\'0 construction documents to the city Octuber 27,2006.
9. Final review by City due on December 11, 2006.
T
Task 6: Bid and Award (January - J;'ebruary 20U7)
a. Assist the City with answering technical questions from bidders and preparing
addenda. Attend preconstruction conference.
b Produce a confonned set of drawings for bid including all addenda items.
c. Award contract February - March 2007
.....4
END OF EXHIBIT A
Consulting Services Agreement between
City of Dublin and Keller Mitchell and Company --Exhibit A
April 4, 2006
Page 2 of 2
Keller Mitchell & Co.
Landscape Architecture
EXHIBIT B
.102 FDurr.h Screct
O;dd'lnd, Cp. ':.14607
T (SIO} 4~1-9987
F 1510\ 452-99B7
February 24, 2UU6
COMPENSATION SCHEDULE
Rosemary Alex
Parks and Facilities Development Coordinator
City of Dublin
100 Civic Plaza
Dublin, CA 9456li
925.H33.665I
RE: Landscape Architectural Services
For Dublin Raneh Area F Park
Dear Rosemary'
.
." ','
tirD';
We are pleased to submit the following proposal for professional ,,;rviees in connection
with the desib'tl and implementation of the Dublin Ranch Area F Park. This two acre site
is located at the comer of Palermo Way and Aviano Way in Eastern Dublin. We will
desib'tl this park to a landscape construction budget of$500,OOO. We arc excited about the
prospect of collaboration with you and the Dubtin community to makc this a very special
park that is in character to the neighborhood and one that has a distinct identity
,I" ~'I
."-",~
....
SERVICES: Refer to the auached EXHiBIT A for scope of services.
COMI'ENSA TlON. For the above professIOnal services the Landscape Architect shall be
paid as follows for the cnti,'e project
1
2.
Fee: lump sum
Reimbursable costs not to cxceed
$ 49,li60
$ 4,950
REIMBURSABLE DIRECT COSTS: the following shall be reimbursed at cost, plus 10%
to the Landscape "'rchiteel in addition to the above Lump Sum Fee. It is anticipated that
these costs will not exceed $ 4,950.
1 Printing and rcproduction
2. Mcssenger and Delivcry services
3 CAD ploUing
4. Mitcage at $.45/miJe
PAYMENT: shall he made on monthly invoiccs based upon thc percentage of work on thc
project completed during the month. Billings shall not exceed the following amounts for
each phase of work:
TOTAL
$ 2,500
$ 6,425
$ 9,91l0
$14,000
$14,UOO
$ 3,035
$49,860
Task 1 - projcct K ickoff and information gathcring
Task 2 - Design Alternatives
Task 3 - Refined Schematic Plan
Task 4 .. 50% Contract Documents
Task 5 - 100% Contract Documents
Task 6 - Bid and Award
Consulting Services Agreement between
City of Dublin and Keller Mitchell and Compilny--Exhibit B
April 4, 2006
"''P'~''i!!'To'fts'll '0111
r-;,I,fOrl~ih lic~m(.' 110, 10M)
Keller Mitchell & Co.
Landscape Ar'chi[ecturc
Page 2
February 24, 20U6
ADDITIONAL SERVICES. the following serviues are beyond the scope ofpl'Ofe"iunal
services outlined io EXHIBIT A.
Revising previously approved drawings, construction budgets, and specitlcatiuns
to accomplish budget reductions and/ur design revisiuns requested by the Cily of
Dublin.
2. Preparing documcnts for Alternate Bids initiated hy the Client.
3 Preparing documents and/or construction services required for 'fast tracking' or
phascd construction ofthe project.
4 Cunstruction Administration services
.
Compensation to the Landscape Architect for additionat services authurized by tllC City
of Dublin shall he at the following hourly rates:
Principal
Associate Landscape architcct
CA support
$ 140.00
$ 120.00
$ 1U5.0U
~..4
ITEMS SUPPLIED: the city of Dublin shall provide the Landscape Architect with thc
following:
I Site program and applicable code requirements.
2. Accurate survey and site bases(s) showing grades, trees, structures, utilities,
prupcrty lines and easements on AutuCAD disk funnatted folluwing AlA line/layer
guidelines.
3 All applieanle architectural and engincering drawings; drawings un cad files
following professiunal industry standard AlA format (color and line assib'tlment
by layer).
LISTS OF CONSULTANTS: the Landscape Architect will retain and pay for the following
consultants as part of this proposal. Their qualifications will he submitted for Owner to
rcview if desin;d prior to retcntion.
A, Marty Dickson, Irrigation Consultant
B. Zciger Engineers, Electricat Engineers
C Bohley Consulting, Civil Engineers
OWNERSHIP OF DRAWINGS: Plans and Specifications, as instruments of servicc, are
and shall rcmain the properly ofthe Landscape Architect, whether the project for
which they are made is executed or nul.
ABANDONMENT OF IMPROVEMENT: ifthe uwncrtlnds it ncccssary to ab,mdon all or
part of the projcct, the Landscape Architect shall be compensated for all wurk completcd,
Sinccrely,
~1LUlfl/L---? ,
Consulting servl~es ~9.rJment between
City of Dublin an ~g~er HeWell and Company-~Exhibit B
rd~lden
April 4, 2006
Page 2 of 5
(~)
IllEI'R
HlEIN[F/1SlHC ·
Z E I G ERE N GIN E E R 5. I He.
oiIS7S ::IRP ;S:TF;:fET OA~lANO. CALIFO~N.l"'" 9.4607
TEL {SlOt 4142-""'97
FAX , (51 0 I ... 2 ~ H I
WWW.:J..1S: i e 8I'"Bl1ginCll:lrli.. C:Dm
au...uNG RATE SCHEDUL.E
APPLICABLE FOR PERIOD
BEGINNING JANUARY 1, 2005 AND ENDING DECEMBER 31, 2006
posmON HOURI.- Y
DESCRIPTION RATE
&pert Witness $276.00
P rlocipals $168.0D
senior E::nglnee'" ;128.00
Engineers $118.00
Jr, Engineers $66.00
CAD Operators $86.00
Jr CAD Operators f.4S.00
Consulting Services Agreement between
City of Dublin and Keller Mitchell and Company--Exhibit B
April 4, 2006
Page 3 of 5
SOHLEY CONSULTING, INC.
t 875 SOUTH GRANT STREET
SUITE 550
SAN MATE:O. CA 94402
PROFESSIONAL FEE SCHEDULE
CLASSIFICATION RATE PER HOUR
Principal $190.00
Principal Associate $140.00
Senior Engineer $130.00
Associate Engineer $115.00
Assistant Engineer $90.00
2 Person Survey Crew $220.00
3 Person Survey Crew $275,00
DIRECT EXPENSE
All outside services and expenses are billed at cost plus ten
pcrcenl
PAYMENT SCHEDULE
Invoices are due and payable upon receipt. Invoices paid after
thirty days may be ~ubject t.o a separate late charge of one percent
per month on the unpaid balance. Late charges are not included in
any agreement for maximum charges.
RATES EFFECTIVE JANUARY 1, 2006
Consulting Services Agreement between
City of Dublin and Keller Mitchell and Company--Exhibit B
April 4, 2006
Page 4 of 5
DICKSON & ASSOCIATES, INC.
LAN:tJSt;:,Jo.FIi:i: IFlAIG;ATloN D~'S.l.G.N AN'O C.ON:SULTIN~
FEE SCHEDULE
For ;2006 Calendar Year
Principal Design
$10500 per hour
$60 00 per hour
AutoCAD Technician
Clerical
$60 00 per hour
Consulting ServiceS' Pi!jtl!eMen~<o. ()^CIFOP.'"~ """" TIll. (530) .47 5515
City of Dublin and Keller Mitchell and Company--Exhibit B
FAA (""''' '47'.'i>.'p~~ 4, 2'd6~' m.rtyoltd'oksor
Page 5 of 5