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HomeMy WebLinkAbout4.02 AmendAgmtSNGAssocCITY CLERK Foie # EI&K61-01[a] AGENDA STATEMENT CITY COUNCIL MEETING DATE: July 20, 2004 SUBJECT: Amendment to Agreement (Rate Adjustment) with SNG & Associates, Inc., for Engineering Services Report Prepared by: Melissa Morton, Public Works Director ATTACHMENTS: 1) Resolution and Proposed Amendment (Rate Adjustment) 2) Letter from SNG & Associates, Inc. 3) Current Agreement and Amendment RECOMMENDATIO ';'I A opt resolution approving amendment to the agreement FINANCIAL STATEMENT: Under this agreement, SNG & Associates provides professional engineering and Staff support services to the City based on the adopted rate schedule. The work performed by SNG is in the area of private development review and plan checking, and the costs are paid by developers. The consultant is requesting a 5% rate increase for Fiscal Year 2004-2005 as allowed for the second year of this agreement. No rate increase was requested last year, so this increase averages out to 2.5% over the two-year period. DESCRIPTION: The City has contracted with SNG & Associates, Inc., since June 18, 2002, for professional engineering services and Staff support in the area of private development review and assistance with closing out projects. The original agreement with SNG was for a one-year term, which was subsequently extended for another two years, terminating June 30, 2005. Staff is proposing that the agreement with SNG be amended for the second year of the term to reflect a rate increase for Fiscal Year 2004-2005. Since the work performed is related to private development review, plan checking and closeout, the cost for SNG's services is paid by developers. Work performed to date by SNG & Associates, Inc., has been satisfactory, professional, and competitive, and Staff recommends that the City Council adopt the resolution approving the amendment to the agreement. --------------------------------------------------------------- COPIES TO: Nanda Gottiparthy, SNG ITEM NO. 4*2 G\engr-contract\SNG\agstamend 04-05.doc U1 j [ V RESOLUTION NO. - 04 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN APPROVING AMENDMENT TO AGREEMENT FOR GENERAL ENGINEERING SERVICES WITH SNG & ASSOCIATES, INC. WHEREAS, the City Council of the City of Dublin approved an agreement with SNG & Associates, Inc., on June 18, 2002; and WHEREAS, said agreement was amended to extend the term of the agreement until June 30, 2005; and WHEREAS, said amendment allows for an adjustment of rates for the 2004-2005 Fiscal Year, which SNG & Associates, Inc., has requested; NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin does hereby approve the amendment to the agreement (adjustment of rates) with SNG & Associates, Inc., which is attached hereto as "Exhibit A." BE IT FURTHER RESOLVED that the Mayor is authorized to execute the amendment. PASSED, APPROVED AND ADOPTED this 20th day of July, 2004. AYES: NOES: ABSENT: ABSTAIN: ATTEST: Mayor City Clerk g:\engr\SNG~resoamnd 04-05 fl,z_ EXHIBIT "A" OF RESOLUTION -04 AMENDMENT TO AGREEMENT BETWEEN CITY OF DUBLIN AND SNG & ASSOCIATES, INC., FOR ENGINEERING SERVICES WHEREAS, the City of Dublin (hereinafter referred to as "CITY") and SNG & Associates, Inc. (hereinafter referred to as "CONSULTANT"), entered into an agreement on June 18, 2002, to provide engineering services to CITY; and WHEREAS, said agreement was amended to extend the term of agreement for an additional two years, terminating June 30, 2005; WHEREAS, said amendment to agreement included a provision for CONSULTANT to request an increase in fee rates at the end of the 2004-2005 Fiscal Year; NOW, THEREFORE, the parties hereto agree as follows: Adjustment of Rates The rate schedule attached hereto as Exhibit 1 shall be in effect for Fiscal Year 2004-2005. Should a new agreement or amendment to agreement to extend the contract not be entered into by June 30, 2005, then this agreement will automatically extend until a new agreement or amendment to agreement'is entered into, or City gives written notice of termination. CITY OF DUBLIN ATTEST: Mayor City Clerk g:engr con~act~SNG~amendm~nt04-05 SNG & ASSOCIATES, INC. Nanda Gottiparthy, P.E. EXHIBIT 1 OF AMENDMENT TO AGREEMENT SNG & ASSOCIATES, INC. CLASSIFICATION 2004-2005 PROPOSED RATE Senior Engineer 105.00 G:\Engr-contract\SNG\exhibit 1 amenament 04-05.doc SNG & Associates Lac. March 5, 2004 Melissa Morton Public Works Director City of Dublin 100 Civic Plaza Dublin, CA 94568 Subject: City of Dublin Contract; Fiscal. Year 2004-05 Update Dear Melissa: SNG & Associates would like to request a rate adjustment to become effective on July 1, 2004 as shown below. 2003-2004 2004-2005 CLASSIFICATION HOURS TO 2003-2004 TOTAL PROPOSED TOTAL PCT. CHANG DATE RATE COST RATE COST Senior Engineer 246 100.00 24,600.00 105.00 25,830.00 +5.0% Please contact me at 925-417-6763, or 510-610-5922 (cellular) if you. have any questions or need additional information. We thank you for the opportunity to work with City of Dublin, and look forward to a mutually beneficial and long term relationship. Sincerely, SNG & ASSOCIA~TES, INC. Principal ~.0. Box 5055 . CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND SNG & ASSOCIATES, INC. THIS AGREEMENT for consulting services is made by and between the City of Dublin ("City') and SNG & Associates, Inc. ("Consultant") as of --3~---.,-- t~,, 2002 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 ahd 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 term of this Agreement shall begin on the date first noted above and shall end on'~u-q,.., ~..z_,~_~_, the date of completion specified in Exhibit A, and Consultant shall complete the work 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 shatl conform, to the standards of quality normally observed by a person practicing in Consultant's profession. '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 Section 1.1 above and to satisfy Consultant's obligations hereunder. Section 2. 'COMPENSATION. CitY hereby agrees to pay Consultant for services outlined in Exhibit A in accordance of the hOurly rate schedule attached hereto as Exhibit B~ 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 !nvoices to City in the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person. Consulting Services Agreement between City of Dublin and SNG & Associates, Inc. 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 contdbuficns to any pensions and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement. 2.1 Invoices. Consultant shall submit invoices, not more often than once a month during the term of this Agreement, based on the cost for services performed and reimbursable costs .incurred prior to the invoice date. Invoices shall contain the following information: · Serial identifications of progreSs bills; i.e., Progress Bill No. 1 for the first invoice, etc.; · The beginning and ending dates of the billing period; · 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 nolJce when the total number of hours of work by Consultant and any individual employee, agent, or subcontractor of Consultant reaches or exceeds 800 hours, which shall include an estimate of the time necessary to complete the work described in Exhibit A; . The Consultant's signature. 2.2 Monthly Payment. City shall make monthly payments, based on invoices received, for services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have 30 days from the receipt of an invoice that complies with all of the requirements above to pay Consultant. 2.3 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 ex'Ira, further, or additional service pursuant to this Agreement. In no event shall Consu Itant 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. Consulting Services Agreement between City of Dublin and SNG & Associates, Inc. Page 2 of 1;J 2.5 Hourly Fees: Fees for work performed by Consultant on an hourly basis shall not exceed the amounts shown in the fee schedule attached as Exhibit B. 2.6 Reimbursable Expenses. Reimbursable expenses are specified in Exhibit B, and shall not exceed $500.00. Expenses not listed in Exhibit B are not chargeable to City. Reimbursable expenses are iricluded 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 authorizatJon from the Contract Administrator. Section 3. - FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement. City shall make available to Consultant only the facilities and equipment listed in this section, and only under the terms and conditions set forth herein. City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consultant's use while consulting with City employees and reviewing records and the information in possession of the City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be obligated to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long-distance telephone or other communication charges, vehicles, and reproduction facilities. Section 4. INSURANCE REQUIREMENTS. Before beginning any Work under this Agreement, ~3onsultant, at its own cost and expense, shall procure "OCcurrence coverage" insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant and its agents, representatives, employees, and subcontractors. Consultant shall provide proof satisfactory to City of such insurance that meets the requirements of this section and under forms of insurance satisfactory in all respects to the City. Consultant shall maintain the insurance policies required by this SectiOn throughout the term of this Agreement. The cost of such insurance shall beincluded 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 subcont?actor(s) and provided evidence thereof to City. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. Consulting Services Agreement between City of Dublin and SNG & AsSociates, Inc. Page 3 of 13 4.1 4.2 Workers' Compensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers' CompensatiOn Insurance and Employer's Liability Insurance for any and ail persons employed directly or indirectly by Consultant. The Statutory Workers' Compensation Insurance and Employer's Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS ($1,000,000.00) per accident. In the alternative, Consultant may rely on a self-insurance program to meet those requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator. The insurer, if insurance is provided, or the Consultant, if a program of self-insurance is provided, shall waive all rights of subrogation against the City and its officers, officials, employees, and volunteers for loss arising from work performed under this Agreement. An endorsement shall state that coverage shall not be canceled except after thirty (30) days' pdor wdtten 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. Commercial General and Automobile Liability Insurance. 4.2.1 General requirements. Consultant, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non- OWned automobiles. 4.2.2 Minimum sco~e of covera.qe.. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 (ed. 11/88) or Insurance Services Office form number GL 0002 (ed. 1/73) covering comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (ed. 12/90) Code 8 and 9. ("any auto"). No endorsement shall be attached limiting the coverage. 4.2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as an endorsement to the policy: Consulting Services Agreement between City of Dublin and SNG & Associates, Inc. Page 4 of 13 84 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 shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents, or volunteers. The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis. 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. 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. 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. 4.3 All Policies Requirements. 4.3.1 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. 4.3.2 4.3.3 Verification of coveraee. Prior to beginning any work under this Agreement, Consultant shall furnish City with certificates of insurance and with original endorsements effecting coverage required herein. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The City reserves the right to require complete, certified copies of all required insurance policies, at any 'time. Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each Consulting Services Agreement between City of Dublin and SNG & Associates, inc. Page 5 of 13 4.4 4.3.4 4.3.5 subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. Variation. The City'may approTM 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.'. 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 called 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 deduclJble 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. 4.3.6 Notice of Reduction in Coverage. 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. Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Consultant's breach: · Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; Order Consultant to stop work under this Agreement or withhold any payment that becomes' due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or · Terminate this Agreement. Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. Consultant shall indemnify, defend with counsel selected by the City, and hold harmless the City and its officials, officers, Consulting Services Agreement between City of Dublin and SNG & Associates, Inc. Page 6 of 1:~ employees, agents, and volunteers from and against any and all losses, liability, claims, suits, actions, damages, and causes of action arising out of any personal injury, bodily.injury, loss of life, or damage to prOperty, Or any violation of any federal, state, or municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct or negligent acts or omissions of Consultant or its employees, subcontractors, or agents, by acts for which they could be held strictly liable, or by the quality or character of their work. The foregoing obligation of Consultant shall not apply when (1) the injury, loss of life, damage to property, or violation of law arises wholly from the negligence or willful misconduct of the City or its officers, employees, agents, or volunteers and (2) the actions of Consultant or its employees, subcontractor, or agents have contributed in no part to the injury, loss of life, damage to property, or violation of law. It is understood that the duty of Consultant to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the Califomia 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 matedal element of consideration. 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 6.2 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 dght to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entilled 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 Califomia 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 N° 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. Consulting Services Agreement between City of Dublin and SNG & Associates, Inc. Page ~7 of l:J .Section 7. 7.1 7.2 7.3 7.4 7.5 Section 8. 8.1 LEGAL REQUIREMENTS. Governina Law, The laws of the State of California shall govem this Agreement. Compliance with Applicable Laws. Consultant and any subcontractors shall cOmply With .all laws applicable to the performance of the work hereunder. Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another govemmental entity, Consultant and any subcontractors shall comply with all applicable roles and regulations to which City is bound by the terms 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, 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. Nondiscrimination and Equal Opoortunitv. 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 federa[, 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. TERMINATION AND MODIFICATION,., Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant. Consultant may cancel this Agreement u pon ten (10) days' written notice to City and shall include in such notice the reasons for cancellation. Consulting Services Agreement between City of Dublin and' SNG & Associates, Inc. Page-8 of 13 8.2 8.3 8.4 8.5 8.6 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. 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 dudng the extension period. Amendments. The parties may amend this Agreement only by a writing signed by all the parties. 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 entedng 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. 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. Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, City's remedies shall included, but not be limited to, the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement; 8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant; or 8.6.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the lime of breach and the amount that Consulting Services Agreement between City of Dublin and SNG & Associates, Inc. Page 9 of l:J Section 9. 9.1 9.2 9.3 Section t-0 10.1 10.2 City would have paid Consultant pursuant to Section 2 if Consultant had completed the work. KEEPING AND STATUS OF RECORDS. 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. 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. 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 dudng 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. MISCELLANEOUS PROVISIONS. 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. Venue. In the event that either party brings any action against the older 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. Consulting Services Agreement between City of Dublin and SNG & Associates, Inc. Page 1-0 of 13 10.3 10.4 10.5 10.6 10.7 10.8 10.9 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 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. 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. Use of Recycled Products. Consultant shall prepare and submit alt reports, written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. 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 Cede 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, Consultan! warrants that it did not pariJcipate 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 cdminal prosecution for a violation of Government Code § 1090 and, if applicable, will be disqualified from holding public office in the State of California. 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. contract Administration. This Agreement shall be administered by Senior Civil Engineer ("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee. ConSulting Services Agreement between City of Dublin and SNG & Associates, Inc. page 11 of 13 10.10 10.11 10.12 Notices, Any written notice to COnsultant shall be sent to: Nanda Gottiparthy, *Principal SNG & AsSociates, Inc. P.O. Box 5053 Pleasanton, CA 94566 Any written notice to City shall be sent to: Kevin VanKatwyk, P.E. Senior Civil Engineer Public Works Department City of Dublin 100 Civic Plaza Dublin, CA 94568 Professional Seal; Where applicable in the determination of the contract administrator, 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 report/design res thponsib~ following example. · · Seal and Signature of Reg~rofessional with ~k~,~,,.~;2~'~/ //~//,/ rePort/design responsibility. . ~~/ Intearation. This Agreement, including the scope of work attached hereto incorporated herein as Exhibit. A.., represents the entire and integrated agreement between' City and Consultant and supersedes all prior negotiations, representations, or agreements, either wdtten or oral. Consulting Services Agreement between City of Dublin and SNG & Associates, Inc. Page 12 of 13 CITY OF DUBLIN Attest: Approved as to Form: City Attomey CONSULTANT Nanda Gottiparthy, Princip"~ SNG & Associates, inc. J:\wlxftFORMS~AGRE~tandard consultant services agreement-2001,doc Consulting Services Agreement between City of Dublin and SNG & Associates, Inc. Page 13 of 13 EXHIBIT A SCOPE OF SERVICES CONSULTANT'S services shall include professional staff support services for the staff of Engineering Division in the Public Works Department. The services shall primarily consist of review of improvement plans, maps, preparation of conditions of approval, agreements, City Council communications, general correspondence to developers, engineers and staff of other departments, project closure and other tasks as assigned and directed by City staff. J:~wlx~FORMS~AGR~ndard consultant sewices agreement-2001.cloc Consulting Services Agreement between March 8, 2001 City of Dublin and SNG & Associates, Inc.--Exhibit A Page 1 of 1 EXHIBIT B COMPENSATION SCHEDULE Hourly Rate Schedule Position Principal Engineer Senior Engineer Associate Engineer Clerical Hourly Rate 100.00 85.00 70.00 40.00 Note: 'Rates valid through 12/31/2002 J:~wpo~FORMS~AGRE%standard consultant services agreement-2001.doc Consulting Services Agreement between City of Dublin and SNG & Associates, Inc.--Exhibit B March 8, 200'1 Page 1 of'f EXHIBIT "A" OF RESOLUTION ]~.~ -03 AMENDMENT TO AGREEMENT BETWEEN CITY OF DUBLIN AND SNG & ASSOCIATES, lNG., FOR ENGINEERING SERVICES WHEREAS, the City of Dublin (hereinafter referred to as "CITY") and SNG & Associates, Inc. (hereinafter referred to as "CONSULTANT"), entered into an agreement on June 18, 2002, to provide engineering services to CITY: and WHEREAS, the City and the Consultant wish to extend the term of agreement for an additional two years, terminating June 30, 2005; NOW, THEREFORE, the parties hereto agree as follows: Extension of Term The term of the agreement shall be extended from July 1, 2003, to June 30, 2005. Should a new agreement or amendment to agreement to extend the contract not be entered into by June 30, 2005, then this agreement will automatically extend until a new agreement or amendment to agreement is entered into or City gives written notice of termination. Adjustment of Rates The rote schedule attached hereto as Exhibit 1 shall be in effect for Fiscal Year 2003-2004. Consultant shall be entitled to request a further adjustment of rates for the second year of the agreement term. ATTEST: ' g:engr contractXzumwaltXamendment03-04 CITY OF DUBLIN Mayor SNG & ASSOCIATES, INC. Nanda Gottiparthy, P.E. Date: