HomeMy WebLinkAboutReso 171-06 Union Pacific Right-of-Way
RESOLUTION NO. 171 - 06
A RESOLUTION OF THE CITY COUNCIL
OF mE CITY OF DUBLIN
*************
APPROVING AN AGREEMENT BETWEEN THE CITY OF DUBLIN AND RBF
CONSULTINGfURBAN DESIGN STUDIO (RBFfUDS) AND AUTHORIZING THE CITY
MANAGER TO SIGN THE AGREEMENT
WHEREAS, the City of Dublin distributed a Request for Proposals to solicit a consultant to help
guide the community through a series of workshops and create 3 conceptual land use plans that explore a
variety of different uses for a 19-acre linear site offormer railroad right of way; and
WHEREAS, the City of Dublin City Council has directed Staff to move projects expeditiously,
and hire consultant firms when services are needed; and
WHEREAS, RBF ConsultinglUrban Design Studio (RBF/UDS) has shown they have the ability
to perform the planning services required; and
WHEREAS, RBF ConsultinglUrban Design Studio will perform the work outlined in the
Proposal/Scope of Services and according to the Fee Schedule and timeline therein, which is included the
Consultant Services Agreement (Exhibit A to this Resolution); and
WHEREAS, there are sufficient funds allocated in the FY 2006/2007 budget for the completion
of the contract; and
WHEREAS, the contract has been reviewed and approved by the City Attorney's Office.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin does
approve the agreement (attached) with the above-mentioned consultant.
BE IT FURTHER RESOLVED that the City Manager is authorized to execute the agreement.
PASSED, APPROVED AND ADOPTED this 5th day of September 2006 by the following vote:
AYES: Councilmembers Hildenbrand, McCormick, Oravetz and Zika, and Mayor Lockhart
NOES: None
ABSENT: None
ABSTAIN: None
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City Cler
Reso No. 171-06, Adopted 9/5/06, Item 8.2
Page 1 of 1
CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF DUBLIN AND RBF CONSULTING/URBAN DESIGN STUDIO
THIS AGREEMENT for consulting services is made by and between the City of Dublin ("City") and
RBF Consulting/Urban Design Studio ("Consultant") as of September 5,2006.
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 term of this Agreement shall begin on the date first noted above
and shall end on January 31,2007, 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 conformance with the standards of quality normally
observed by a person practicing in Consultant's profession.
1.3 AssiQnment 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 forty-eight
thousand nine hundred fourteen dollars ($48,914), notwithstanding any contrary indications that may be
contained in Consultant's proposal, for services to be performed and reimbursable costs incurred under this
Agreement. In the event of a conflict between this Agreement and Consultant's proposal, attached as
Exhibit A, regarding the amount of compensation, the Agreement shall prevail. City shall pay Consultant
for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The
payments specified below shall be the only payments from City to Consultant for services rendered
pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein.
Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by
more than one person.
Consulting Services Agreement between
City of Dublin and RBF Consulting/Urban Design Studio
August 15,2006
Page 1 of 15
Consultant and City acknowledge and agree that compensation paid by City to Consultant under this
Agreement is based upon Consultant's estimated costs of providing the services required hereunder,
including salaries and benefits of employees and subcontractors of Consultant. Consequently, the parties
further agree that compensation hereunder is intended to include the costs of contributions to any pensions
and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City
therefore has no responsibility for such contributions beyond compensation required under this Agreement.
2.1 Invoices. Consultant shall submit invoices, not more often than once a month during the
term of this Agreement, based on the cost for services performed and reimbursable costs
incurred prior to the invoice date. 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 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 Monthly Payment. City shall make monthly payments, based on invoices received, for
services satisfactorily performed, and for authorized reimbursable costs incurred. City
shall have 30 days from the receipt of an invoice that complies with all of the requirements
above to pay Consultant.
2.3 Final Payment. City shall pay the last 10% of the total sum due pursuant to this
Agreement within 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 Additional Services. City shall make no payment for any extra, further or additional
services pursuant to this Agreement unless such extra service and the price therefore is
agreed to in writing, executed by the City Manager or other designated official of the City
authorized to obligate City thereto prior to the time such extra service is rendered and in no
Consulting Services Agreement between
City of Dublin and RBF Consulting/Urban Design Studio
August 15, 2006
Page 2 of 15
event shall such change order exceed twenty-five percent (25%) of the initial contract
price.
2.5 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.
2.6 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed
the amounts shown on the following fee schedule:
2.7 Reimbursable Expenses. Reimbursable expenses are included in the total amount of
compensation provided under this Agreement that shall not be exceeded.
2.8 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes
incurred under this Agreement and any similar federal or state taxes.
2.9 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.
2.10 Authorization to Perform Services. The Consultant is not authorized to perform any
services or incur any costs whatsoever under the terms of this Agreement until receipt of
authorization from the Contract Administrator.
Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole
cost and expense, provide all facilities and equipment that may be necessary to perform the services
required by this Agreement. City shall make available to Consultant only the facilities and equipment listed
in this section, and only under the terms and conditions set forth herein.
City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be
reasonably necessary for Consultant's use while consulting with City employees and reviewing records and
the information in possession of the City. The location, quantity, and time of furnishing those facilities shall
be in the sole discretion of City. In no event shall City be obligated to furnish any facility that may involve
incurring any direct expense, including but not limited to computer, long-distance telephone or other
communication charges, vehicles, and reproduction facilities.
Consulting Services Agreement between
City of Dublin and RBF Consulting/Urban Design Studio
August 15,2006
Page 3 of 15
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 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 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 ($1,000,000.00) 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 by either party except
after thirty (30) days' prior written notice by certified mail, return receipt requested, has
been given to the City except for non-payment of premium for which such notice shall be
ten (10) days.
4.2 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.
Consulting Services Agreement between
City of Dublin and RBF Consulting/Urban Design Studio
August 15, 2006
Page 4 of 15
4.2.2 Minimum scope of coveraQe. 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 1 ("any auto"). No
endorsement shall be attached limiting the coverage.
4.2.3 Additional requirements. Each of the following shall be included in the
insurance coverage or added as an endorsement to the policy:
a. City and its officers, employees, agents, and volunteers shall be covered
as 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.
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 by either
party except after thirty (30) days' prior written notice by certified mail,
return receipt requested, has been given to the City except for non-
payment of premiums for which such notice shall be ten (10) days.
4.3 Professional Liability 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.
Consulting Services Agreement between
City of Dublin and RBF Consulting/Urban Design Studio
August 15, 2006
Page 5 of 15
4.3.1 Any deductible or self-insured retention shall not exceed $250,000 per claim.
4.3.2 An endorsement shall state that coverage shall not be canceled by either party
except after thirty (30) days' prior written notice by certified mail, return receipt
requested, has been given to the City except for non-payment of premiums for
which such notice shall not exceed ten (10) days.
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 to
the degree that such coverage remains commercially available at a
reasonable rate. 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 Requirements.
4.4.1 Acceptability of insurers. All insurance required by this section is to be placed
with insurers with a Bests' rating of no less than A:VII.
4.4.2 Verification of 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
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.
Consulting Services Agreement between
City of Dublin and RBF Consulting/Urban Design Studio
August 15, 2006
Page 6 of 15
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.
4.4.4 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.lnsured 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
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 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.
Consulting Services Agreement between
City of Dublin and RBF Consulting/Urban Design Studio
August 15, 2006
Page 7 of 15
Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. Consultant shall
indemnify 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, or by acts for which they could
be held strictly liable. 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 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.
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.
6.1
STATUS OF CONSULTANT.
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
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 entitled to, and hereby agree to waive any and
all claims to, any compensation, benefit, or any incident of employment by City, including
but not limited to eligibility to enroll in the California Public Employees Retirement System
(PERS) as an employee of City and entitlement to any contribution to be paid by City for
employer contributions and/or employee contributions for PERS benefits.
6.2
Consultant 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
August 15,2006
Page 8 of 15
Consulting Services Agreement between
City of Dublin and RBF Consulting/Urban Design Studio
Section 7.
7.2
7.3
7.4
7.5
Section 8.
8.1
agent. Consultant shall have no authority, express or implied, pursuant to this Agreement
to bind City to any obligation whatsoever.
LEGAL REQUIREMENTS.
7.1
GoverninQ Law. The laws of the State of California shall govern 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 ReQulations. To the extent that this Agreement may be funded by
fiscal assistance from another governmental entity, Consultant and any subcontractors
shall comply with all applicable rules and regulations to which City is bound by the terms of
such fiscal assistance program.
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 Opportunity. 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.
TERMINATION AND MODIFICATION.
Termination. City may cancel this Agreement at any time and without cause upon written
notification to Consultant.
Consulting Services Agreement between
City of Dublin and RBF Consulting/Urban Design Studio
August15,2006
Page 9 of 15
Consultant may cancel this Agreement upon 30 days' written notice to City and shall
include in such notice the reasons for cancellation.
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 AssiQnment and SubcontractinQ. City and Consultant recognize and agree that this
Agreement contemplates personal performance by Consultant and is based upon a
determination of Consultant's unique personal competence, experience, and specialized
personal knowledge. Moreover, a substantial inducement to City for entering into this
Agreement was and is the professional reputation and competence of Consultant.
Consultant may not assign this Agreement or any interest therein without the prior written
approval of the Contract Administrator. Consultant shall not subcontract any portion of the
performance contemplated and provided for herein, other than to the subcontractors noted
in the proposal, without prior written approval of the Contract Administrator.
8.5 Survival. All obligations arising prior to the termination of this Agreement and all
provisions of this Agreement allocating liability between City and Consultant shall survive
the termination of this Agreement.
8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms
of this Agreement, City's remedies shall 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
Consulting Services Agreement between
City of Dublin and RBF Consulting/Urban Design Studio
August15,2006
Page 10 of 15
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 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.
Consulting Services Agreement between
City of Dublin and RBF Consulting/Urban Design Studio
August15,2006
Page 11 of 15
10.2 Venue. In the event that either party brings any action against the other under this
Agreement, the parties agree that trial of such action shall be vested exclusively in the
state courts of California in the County of Alameda or in the United States District Court for
the Northern District of California.
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 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 AssiQns. The provisions of this Agreement shall inure to the benefit of
and shall apply to and bind the successors and assigns of the parties.
10.6 Use of Recycled Products. Consultant shall prepare and submit all reports, written
studies and other printed material on recycled paper to the extent it is available at equal or
less cost than virgin paper.
10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within
the corporate limits of City or whose business, regardless of location, would place
Consultant in a "conflict of interest," as that term is defined in the Political Reform Act,
codified at California Government Code Section 81000 et seq.
Consultant shall not employ any City official in the work performed pursuant to this
Agreement. No officer or employee of City shall have any financial interest in this
Agreement that would violate California Government Code 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 S1090 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 S 1090 and, if
applicable, will be disqualified from holding public office in the State of California.
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.
Consulting Services Agreement between
City of Dublin and RBF Consulting/Urban Design Studio
August 15,2006
Page 12 of 15
10.9 Contract Administration. This Agreement shall be administered by Julie Carter,
Assistant to 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:
Bill Wiseman
Manager of Planning Services
RBF Consulting/Urban Design Studio
111 W. St. John Street, Suite 850
San Jose, CA 95113
Any written notice to City shall be sent to:
Kristi Bascom
Senior Planner
City of Dublin Community Development Department
100 Civic Plaza
Dublin, CA 94568
10.11 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 responsibility," as in the
following example.
Seal and Signature of Registered Professional with
report/design responsibility.
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.
CITY OF DUBLIN
CONSULTANT
r-'~ '\ ~.
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\6) ,\ ("~A. {>: ( dt ..
Richard C. Ambrose, City .aQer----.
d~-L 2 e9~
awrence E. Gallery, Senior Vice President,
RBF Consulting
Consulting Services Agreement between
City of Dublin and RBF Consulting/Urban Design Studio
August15,2006
Page 13 of 15
Attest ~
Fawn HOI~~
-,
Approved as to Form:
,~}..~... ~---
<' .,,1
~ Elizcabeth Silver, City Attorney
/'
1/
Consulting Services Agreement between
City of Dublin and RBF Consulting/Urban Design Studio
August 15, 2006
Page 14 of 15
EXHIBIT A
SCOPE OF SERVICES
Including Scope of Work, Proposed Timeline, and Fee Schedule
Consulting Services Agreement between
City of Dublin and RBF Consulting/Urban Design Studio
August 15, 2006
Page 15 of 15
CITY OF DUBLIN
Community Development Department
General Plan Amendment Study
SCOPE OF SERVICES
Project Initiation
Proiect Kick-off Meetinq
The UDS Team will attend a Kick-off Meeting with City staff to discuss project expectations, issues,
and opportunities. The proposed Community Immersion process will also be discussed as well as
roles and responsibilities of the UDS Team members and City staff, and a communication protocol to
establish effective project management. The UDS Team will acquire all necessary background
information. This will include the following:
o Relevant General Plan policies and special planning area policies (if not available from the
Web)
o Relevant Zoning Ordinances (if not available from the Web)
o Aerial photography of the site (in digital format)
o GIS data including parcels, topography, general plan and zoning designations, environmental
constraints, etc.)
o Studies, technical reports, and relevant environmental documents for the Project Site and
surroundings
o Previous land use concept plans and deemed useful/appropriate
o Other information as deemed relevant by the City
Site Visit
The UDS Team will conduct a site visit with City staff of the Project Site. We will discuss/assess key
challenges, opportunities, and constraints. Existing site conditions will be photographed to record
existing site conditions.
Opportunities and Constraints Analvsis
After reviewing background reports and related planning information, the UDS Team will prepare an
Opportunities and Constraints Analysis of the Project Site and it's surroundings. The analysis will
address issues associated with access and circulation, environmental constraints (biological, noise,
geology, hydrology, hazards (to be disclosed by the City), public services and utilities, etc.), land use
compatibility, and potential development opportunities. The Opportunities and Constraints Analysis
will be presented in both hard copy and digital format for use in the Community Immersion
Workshops and as part of the final report.
Section 2: Scope of Services I
L
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CONSULTING
CITY OF DUBLIN
Community Development Department
General Plan Amendment Study
Preparation for Community Immersion Workshops
The UDS Team will work with the City to prepare materials for the two workshops. This will include
the following:
o A flyer that can be used as a mailer, in local newspapers, on the City's Web site, etc. to
advertise about the workshops (purpose, process, time, date, location, etc.)
o Large-size base maps (approximately 6 feet long) to be used by each group
o Background materials (large format graphics to be put on walls) - including aerial
photograph, opportunity and constraints analysis, site photos, previous development plans (?),
etc.
o Comment flyers (to allow for written comments)
o Workshop Agenda
o Other materials as deemed necessary
Community Immersion Workshops
Community Immersion Workshop #1
Working in coordination with the City, the UDS Team will help to facilitate the first Community
Immersion Workshop. It is recommended that the workshop be held in a location close to the Project
Site (e.g. Dublin High School). If possible, large round tables should be used as they encourage
collective discussion. The general format of the workshops is anticipated to include the following:
Open Remarks/Introductions (15-20 minutes)
Given the past issues and concerns associated with the Project Site, it will be important to set the tone
for this planning effort at the very start of the workshop. The UDS Team recommends opening
comments by the Mayor, and other City representatives as appropriate, clarifying the purpose of the
project and the essential role the community will have in determining the final outcome of the project.
We also recommend that a representative from East Bay Regional Parks and possibly Southern
Pacific be present and speak briefly at the workshop.
Opportunities and Constraints Analysis (10 minutes)
Brief overview of site conditions, opportunities, and constraints including: site access and circulation,
adjacent uses, possible linkages, and environmental features (solar, wind, vegetation, topography,
etc.).
Breakout Design Groups (30 minutes)
Community members will breakout into small groups (no more than seven participants) to
brainstorm, discuss, and mark-up large base maps with their ideas for the Project Site.
LRI:lf
Section 2: Scope of Services I
CONSULTING
CITY OF DUBLIN
Community Development Department
General Plan Amendment Study
Group Consensus Building (30 minutes)
Using the concepts and ideas from the breakout design groups, the UDS Team, along with City staff,
will facilitate consensus among the community to give clear direction for creation of three conceptual
land use plans.
Closing Comments/Next Steps (10 minutes)
After addressing the outcomes of the Workshop, the UDS Team and City staff will communicate next
steps to attendees and what they can expect from the second Community Immersion Workshop.
Preparation of Preliminarv Land Use Concept Plans
The UDS Team will prepare three conceptual land use plans within four weeks of the first
Community Immersion Workshop based on the Community's input from the breakout design groups,
the consensus building exercise, response questionnaires, and direction from City staff.
Meetinq #2 with City Staff
Meet with City staff to review the three draft conceptual land use plans to assess appropriate next
steps and areas of concentration for the second Community Immersion Workshop.
Community Immersion Workshop #2
The UDS Team will present the three conceptual land use plans to workshop attendees and solicit
feedback to determine a preferred alternative. Community feedback and direction from City staff will
drive refinement of the conceptual land use plans.
Report Preparation & Public Hearings
Preparation of Adm in istrative Draft Conceptual Land Use Plans Report
The Administrative Draft Conceptual Land Use Plans Report (Draft CLUP Report) will be a visually
comprehensive product that will include the three conceptual land use plans, while highlighting the
preferred plan. Each conceptual land use plan will include a site plan, a land use table indicating
acreages by type, and cross-sections and schematic interpretations of community ideas. Also
included will be the preferred plan's preliminary cost estimates for development and operation of
proposed public spaces/public lands.
The UDS Team will provide five hard copies to the City for review.
Meetinq #3 with City Staff
The UDS Team will meet with City staff to present the Draft CLUP Report for review and feedback.
Preparation of Draft Conceptual Land Use Plans Report
Based on City comments and direction, the UDS Team will revise and refine the Draft CLUP Report.
It is assumed that edits will be minor and that no major revisions to the report will be required.
The UDS Team will provide 25 hard copies to the City for distribution to City officials and staff.
L
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Section 2: Scope of Services I
CONSULTING
CITY OF DUBLIN
Community Development Department
General Plan Amendment Study
Preparation for Public Hearinqs
Based on City comments, the UDS Team will prepare the Draft CLUP Report as well as a
PowerPoint slide show for presentation at public hearings. UDS will also prepare hard-copy large-
scale graphics of the land use concept plans and related illustrations.
Public Hearinq #1
The UDS Team will present the three conceptual land use plans and a summary of comments from
the Community Immersion Workshops to the Parks and Community Services Commission and
Planning Commission (joint hearing) for their review and direction on the preferred alternative.
Based on comments from this hearing, the PowerPoint slide show will be revised accordingly. It is
assumed that no major revisions to the Draft CLUP Report will be required.
Public Hearinq #2
The UDS Team will present the preferred alternative (as recommended by the Parks and Community
Services Commission/Planning Commission), along with the two other plans as background, to the
City Council for their review and direction.
Preparation of Final Conceptual Land Use Plans Report
The UDS Team will prepare a Pinal CLUP Report based on the input and feedback from the City
Council. It is proposed that the Pinal CLUP Report include rich graphic illustrations that readily
capture and convey the community's vision for the Project Site.
The UDS Team will provide 25 hard copies of the report as well as provide the City with digital (pdt)
files suitable for posting on the City web site.
Project Assumptions
1. The City will be responsible for costs and logistics associated with workshop advertising
(e.g., newspaper adds, web site listing, mailers, etc.).
2. The City will identify and schedule participants, as well as organize identified activities.
3. The City will be responsible for coordinating the meeting facilities and refreshments (if
necessary) for both Community Immersion Workshops.
4. The City will provide access to digital and hard copy plans, reports, maps, etc.
5. The City will identify a point of contact for regular communications with Urban Design
Studio.
6. The schedule, as presented in the RFP, is acceptable and achievable, assuming a maximum
two-week review period for all draft documents sent to the City for review and comment.
Section 2: Scope of Services I
L
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CONSULTING
CITY OF DUBLIN
Community Development Department
General Plan Amendment Study
7. The final report, including all text, graphics, and supporting documents shall be provided in
the City in their native software format (i.e. MS Word, PageMaker) as well as hard copy.
8. All final documents produced for this project will become the property of the City of Dublin.
I
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Section 2: Scope of Services I
CONSULTING
Project Schedule
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City of Dublin Community Development Department
General Plan Amendment Study
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Phase I -- Project Initiation and Public Scoping
. -~-'---'-- -------------~_._----------_._~-----'----~
Kick O_fffvleeting wit~~City
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Phase III .. Report Preparation & Public Hearings
____ u_~___~_________~____._____ ---------- --~f_-------
_..p.,dministrative Draft Land ~s~Pl9':l~_I3~E()I"t________M_ __ ____________
__~E3eti~R!_~_~!bJ:;ity Staff ____~ __
Draft Conceptual Land Use Plans Report
___Pre_ei:l!ation for Public_H~i:l!ing_______
---'=.lJbli~l1earing #1__
Public Hearing #2__~__
Final Conceptual Land Use Plans Report
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Meeting with City
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812212006
,,'-l!!'1f', Dublin General Plan Amendment Study
Project Budget
~
PROFESSIONAL FEES FOR eNvfRONMENtAuplANNfNG CONsULtING SERVICE
I Project Urban Project Landscape Graphics Admin. Support I TOTAL ESTIMATEC
Manager Designer Planner Arch itect Support Editing HOURS COST
Billing Rate $160 $120 $110 $98 $84 $54
TASKS
1.Qfroje!?t Ijjlti~tiQh ... 'ii. ...,< . . .. .. .. ",... ii'iii' .c . ....... '\ , .i. .... ....... ",i.i.'" ...... .. .i
Project Kick-off Meeting 4 4 8 $1.12C
Site Visit 2 2 4 $56C
Oooortunities and Constraints Analvsis 4 8 2 4 4 2 24 $2,65E
Preparation for Community Immersion Workshops 2 4 2 6 4 18 $1,74C
.<.; ..ii ii'. ..........!i ..i< .. <>,!cY';:'" ... ......;...,.. ..... ...i.. ;; ;i< f .....fy.. .., .. 'f...i ..
Community Immersion Workshop #1 6 6 6 6 4 28 $3,14'
Preparation of Preliminary land Use Concept Plans 8 32 16 4 60 $7,02'
Meeting #2 with City Staff 4 4 8 $1,12C
Community Immersion Workshop #2 6 6 6 4 2 24 $2,78'
;3.0 Rl'ip!:i[tPfepatati.qr:l ll!!ilyllli!?Heafii1gs . .... . .. ...... .......
Preparation of Administrative Draft Conceptual Land Use Plans Report 8 32 16 16 4 4 80 $9,00C
Meeting #3 with City Staff 4 4 8 $1,12C
Preoaration of Draft Concentual land Use Plans Report 4 8 4 4 4 4 28 $2.98'
Preparation for Public Hearings 4 4 2 10 $1,22!
Public Hearin9 # 1 6 6 4 16 $2,OH
Public Hearing #2 6 6 12 $1,68C
Preparation of Final Conceptual land Use Plans Report 4 6 4 2 4 4 24 $2,54!
Mr ii ...... .i ....i. 'f'.' ;; :ii .;; ......... ........ Ii'....... ii .......... fi. i' ....... .... ........... i: f./ . ............ i
On-going Project Management and Coordination 24 24 $3,84C
DellverablesandDirectCosts.;;: , . .....i. .. ;C., ~ -;;; ...........
Graphics for Communilvlmmersion Workshops $250
Administrative Draft Conceptual land Use Plans Report (5 copies) $100
Draft Conceptual land Use Plans Report (25 copies) $500
Final Conceptual land Use Plans Report (50 copies) $1,000
Misceilaneous Expenses (travel, postage. etc.) $2,500
Deliverables and Direct Costs Subtotal $4,350
TOTAL ESTIMATED FEES $48,914
CONSULTING
Note: All work will be performed at a "Not to exceed" contract price. which will become the firm fixed price upon completion of negotiations with staff authorized to negotiate an agreement. The total budget includes all miscellaneous costs for reproduction.
reimburseables, telephone, postal, delivery, reference materials and incidental expenses. RBF will receive payment either on a percentage basis using milestones or by monthly billing, as determined by the Client. RBF reserves the right to make
adjustments to staff allocations as necessary within the overall budget.
R8F Consulting
8/2212006
CITY OF DUBLIN
Community Development Department
General Plan Amendment Study
Team
UDS Team Members
Bill Wiseman
Manager of Planning
Services
Jason Jones
Associate
Robert Klekner
Associate
Jonathan Schuppert
Assistant Planner
L~
CDNSUL.TING
Mr. Wiseman is a Senior Associate with 20 years of international experience
with expertise in land use and environmental planning, resource and recreation
management, and information technology. He is a skillful manager, excelling in
coordination of complex projects with large multidisciplinary consulting teams.
He is an effective problem solver, able to understand and clearly communicate
complex technical and environmental development issues and to create
economically feasible solutions.
Mr. Jones has six years of professional experience as a land use and
environmental planner and urban designer. His work has included planning and
environmental analysis for urban revitalization plans, office parks, residential
subdivisions, transportation improvement projects, solid waste facilities, and
casino and hotel resorts. He has also been responsible for the preparation of
community plans, specific plans, revitalization plans, Environmental Impact
Reports (EIRs), Environmental Assessments (EAs), and Initial Studies and
Mitigated Negative Declarations (IS/MNDs).
Mr. Klekner is a versatile and talented designer experienced in landscape
architecture, urban planning, and design, with an extraordinary vision for public
space design. He is a recognized expert in public space design, streetscape
enhancement programs, urban design master . plans, historic downtown
revitalization, and signage and wayfinding studies. His extensive
multidisciplined experience affords him the expertise to oversee all aspects of
project design development and production, from selection and assemblage of
plant materials and streetscape furniture to hands-on illustrations.
Mr. Schuppert has one year of professional experience as a transportation and
environmental planner and urban designer. His work has included planning and
environmental analysis for downtown revitalization plans, sewage treatment
facilities, and rail services. He has also assisted the preparation of a community
plan, Environmental Impact Reports (EIRs), and Initial Studies (ISs).
Section 4: Team I