HomeMy WebLinkAboutReso 179-06 Scarlett Ct Signage Design Guidelines
RESOLUTION NO. 179 - 06
A RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF DUBLIN
******************
APPROVING AN AGREEMENT BETWEEN THE CITY OF DUBLIN AND RBF
CONSULTING/URBAN DESIGN STUDIO (RBF/UDS) AND AUTHORIZING THE CITY
MANAGER TO SIGN THE AGREEMENT
WHEREAS, the City of Dublin distributed a Request for Proposals to solicit a consultant prepare
landscape, signage and design guidelines for use in the Scarlett Court Specific Plan; 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 (RBFIUDS) 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 200612007 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 hereto) with the above-mentioned consultant.
BE IT FURTHER RESOLVED that the City Manager is authorized to execute the agreement.
PASSED, APPROVED AND ADOPTED this 19th day of September 2006 by the following vote:
AYES:
Councilmembers Hildenbrand, Oravetz and Zika, and Mayor Lockhart
NOES:
None
ABSENT:
Councilmember McCormick
ABSTAIN: None
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[/ Mayor
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Reso No. 179-06, Adopted 9/19/06, Item 4.9
1 ... 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 19, 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 Assi~:mment 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-nine
thousand two hundred five dollars ($49,205), 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 25, 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 25, 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 Hourlv 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 25, 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 Liabilitv 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 25, 2006
Page 4 of 15
4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as
broad as Insurance Services Office Commercial General Liability occurrence form
CG 0001 (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 Liabilitv Insurance. Consultant, at its own cost and expense, shall
maintain for the period covered by this Agreement professional liability insurance for
licensed professionals performing work pursuant to this Agreement in an amount not less
than ONE MILLION DOLLARS ($1,000,000) covering the licensed professionals' errors
and omissions.
Consulting Services Agreement between
City of Dublin and RBF Consulting/Urban Design Studio
August 25, 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 AVII.
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 25, 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 25,2006
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
6.2
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.
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
Consulting Services Agreement between
City of Dublin and RBF Consulting/Urban Design Studio
August25,2006
Page 8 of 15
Section 7.
7.1
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.
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
August25,2006
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
August 25, 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 Attornevs' Fees. If a party to this Agreement brings any action, including an action for
declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing
party shall be entitled to reasonable attorneys' fees in addition to any other relief to which
that party may be entitled. The court may set such fees in the same action or in a
separate action brought for that purpose.
Consulting Services Agreement between
City of Dublin and RBF Consulting/Urban Design Studio
August 25, 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 Severabilitv. If a court of competent jurisdiction finds or rules that any provision of this
Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so
adjudged shall remain in full force and effect. The invalidity in whole or in part of any
provision of this Agreement shall not void or affect the validity of any other provision of this
Agreement.
10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this
Agreement does not constitute a waiver of any other breach of that term or any other term
of this Agreement.
10.5 Successors and Assians. 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 Recvcled 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 ~1090 et.seq., the entire Agreement is void and Consultant will not be
entitled to any compensation for services performed pursuant to this Agreement, including
reimbursement of expenses, and Consultant will be required to reimburse the City for any
sums paid to the Consultant. Consultant understands that, in addition to the foregoing, it
may be subject to criminal prosecution for a violation of Government Code ~ 1090 and, if
applicable, will be disqualified from holding public office in the State of California.
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 25, 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:
Erica Fraser
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
t'"
n
(I .l/'fC L/tlr/1,~.,_'1i24
Richard C. Ambrose, City Manager
. ,Laura Worthington Forbest Vice President,
; RBF Consulting
Consulting Services Agreement between
City of Dublin and RBF Consulting/Urban Design Studio
August 25, 2006
Page 13 of 15
Attest:
Fawn Holman, City Clerk
Approved as to Form:
;zg~ ~ J;l-
Elizabeth,Silver, City Attorney
Consulting Services Agreement between
City of Dublin and RBF Consulting/Urban Design Studio
August 25, 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 25, 2006
Page 15 of 15
Proposal for Services
Design, Landscape. and Signage Guidelines
Scope of Services
Section 2
Section 2: Scope of Services
The following scope of services is based on an understanding of the
City's current needs, familiarity of the project area, and previous
experience with similar projects. UDS is prepared to revise this
scope of services as necessary to reflect the City's expectations of
the project, its available budget, and any time constraints. The
proposed fee and project schedules for this scope of services follow
this section.
This scope of services assumes the City Staff s collaboration with
UDS to resolve key issues, and to provide all relevant plans, maps,
reports, and other information needed to complete the project. DDS
will also need the support of City Staff to help promote community
meetings and public hearings.
Phase 1.0: Project Initiation
This phase provides UDS Team members with background
information on the project area. This phase involves meetings and
site visits to determine key issues relating to the project.
Task 1.1: Project Kick-Off Meeting and Walking Tour with
City Staff
The DDS Team will meet with City Staff to review the approved
scope of services and discuss in detail the Staff s expectations for the
project, pertinent issues, goals for consensus building, schedule
milestones and meeting dates, and the preferred method for obtaining
information.
Following the kick-off meeting, UDS will join City Staff for a
walking tour of the project area. City Staff will point out aspects of
the project area that are desirable and those in need of change.
Task 1.2: Field Reconnaissance
The UDS Team will perform a detailed field study of the project
area. Existing conditions, surrounding land uses, opportunity sites,
potential constraints, and urban design characteristics will be
recorded and photographed.
~..
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CDNSULTING
...II City of Dublin
. Scarlett Court Area Guidelines
Proposal for Services
Design, Landscape, and Signage Guidelines
Scope of Services
Section 2
Task 1.3: Research and Investigation
DDS will review related studies and reports for the Scarlett Court
area and its surroundings, including the Dougherty Road/Dublin
Boulevard intersection improvements. This task assumes that the
City will provide DDS with all appropriate studies and reports.
Task 1.4: Preparation for Walking Tour and Community
Meeting #1
DDS will prepare all necessary handouts and presentation materials
for the Walking Tour and first Community Meeting. UDS will
create an agenda for the meeting and a desired walking tour route,
both of which will be approved by City Staff. This task assumes that
the City will prepare and distribute the necessary notices to property
owners and other stakeholders as well as reserving an appropriate
meeting space.
Deiiverables: Handouts and presentation materials
Meeting agenda
Walking tour route
Task 1.5: Community Meeting #1
UDS needs to understand the concerns and visions of the affected
property owners and other involved community members. These
stakeholders will be involved in the visioning process for the future
of the Scarlett Court area. A tentative schedule for the meeting is as
follows:
.
State the objectives ofthe Guidelines
Discuss design/development issues for the Scarlett Court area
Conduct a TownScan TM Community Image Survey
Start consensus-building for a common vision
.
.
.
The TownScan™ Community Image Survey is a presentation of
approximately 1 00 slides showing examples of buildings,
streetscapes, signs, and other relevant images. Participants will rate
the images based on their preferences for the Scarlett Court area.
DDS will analyze the results to determine the community's values
and preferences.
Deiiverables:
Results from the TownScan™ Community
Image Survey
... City of Dublin
. Scarlett Court Area Guicielines
RE:tf
Proposal for Services
Design, Landscape. and Signage Guidelines
Scope of Services
Section 2
Task 1.6: Walking Tour
The UDS Team will meet individually with property and business
owners within the Scarlett Court Area. The UDS Team will conduct
one-on-one interviews and walking tours of the area to gain an
understanding of issues and concerns. The UDS Team will be
available all day to accommodate the schedules of individual
business and property owners.
Phase 2.0: Preparation of Draft Guidelines
. City of Dublin
.. Scarlett Court Area Guidelines
The purpose of this phase is to prepare the Guidelines document that
will help guide future development in the Scarlett Court area. This
phase includes preparation, review, and revision of draft documents
to assure quality and allow City input.
Task 2.1: Outline of Guidelines
As a preliminary step, a draft outline of the Guidelines will be
prepared and submitted for review and comment by City Staff. Staff
should transmit one red-ink copy of final changes to UDS within one
week of submittal.
Deliverable: Draft outline for Guidelines
Task 2.2: Conference Call with City Staff
The UDS Team will conduct a conference call with City Staff to
discuss comments on the draft outline and identify a preferred
layout/format for the Guidelines. The goal will be to format the
document in a way that is easy to use and understand, and provides a
well-balanced blend of text, illustrations, and photographs.
Verification of a working outline will occur following submittal of
the revised outline.
Task 2.3: Preparation of Perspective Illustrations
UDS will prepare three perspective illustrations to portray how the
guidelines can be implemented in the area. These will accompany
the guidelines and will be used during future presentations to
demonstrate the vision of these guidelines.
~
Proposal for Services
Design, Landscape, and Signage Guidelines
Scope ot Services
Section 2
Deliverables:
Perspective illustrations (3)
Task 2.4: Administrative Draft Guidelines
UDS will prepare an administrative draft of the Guidelines based on
discussions with Staff and the revised working outline. This version
will be partially illustrated, providing at least 75% of the desired
images. UDS Team members will work with City Staff to determine
which guidelines need graphics to illustrate their purpose. A sample
table of contents of the Guidelines is shown below for the City's
consideration:
Introduction
· Purpose of the Guidelines
· User's guide to the Guidelines
· How are the Guidelines implemented?
· What are the requirements of the design review process?
Existing Conditions of the Scarlett Court Area
· Overview of existing urban design characteristics of the
Scarlett Court Area and surroundings
· Discussion and illustrations of desirables (what the
community likes and would like to encourage) and
undesirables (what the community does not like and would
like to discourage)
Landscape Guidelines
· Overall design principles
· Sidewalks
· Street trees and planting
· Tree preservation
· Parking lot landscaping
· Plant matrix
Design Guidelines
· Overall design principles
· Form, mass, and scale
· Articulation
· Building entrances
· Comer treatments
· Windows and doors
· Materials and colors
· Rooflines (including roof materials and rooftop equipment
screening)
· Storefront design
· Mechanical equipment
..lit City of Dublin
.. Scarlett Court Area Guidelines
~
Proposal for Services
Design, Landscape, and Signage Guidelines
Scope of Services
Section 2
.
Accessory structures
Walls and fences
Storage facilities
Orientation and site planning
Revitalization of existing buildings
.
.
.
.
Signage Guidelines
· Overall design principles
· Wall signs
· Projecting signs
· Freestanding signs
· Window signs
· Awning signs
· Freeway-oriented signs
· Multi-tenant signs
Deliverable: Five copies of the Administrative Draft
Guidelines
Task 2.5: Team Meeting (#2)
The UDS Team will meet with City Staff to review and discuss
comments on the Administrative Draft Guidelines. This scope of
work assumes that UDS will receive one hard copy of the
Administrative Draft Guidelines with all consolidated City
comments.
Task 2.6: Revisions of Administrative Draft Guidelines
UDS will revise the Administrative Draft Guidelines, incorporating
comments from City Staff and discussion at the Team Meeting.
Deliverable: 25 copies of the Stakeholders Draft
Guidelines
Task 2.7: Preparation for Community Meeting #2
UDS will create an agenda and prepare all necessary handouts and
presentation materials for the second Community Meeting. This task
assumes that the City will prepare and distribute the necessary
notices to property owners and other stakeholders.
Deliverables: Handouts and presentation materials
" ~~~rl~ftf~~I~~1 Area Guidelines ~.
CONSULTJNG
Proposal for Services
Design, Landscape. and Signage Guidelines
Scope of Services
Section 2
Task 2.8: Community Meeting #2
The DDS Team, along with City Staff, will present the findings from
the previous Community Meeting. UDS will make a presentation on
the Draft Guidelines and discuss with participants any concerns they
may have. DDS will record comments on the document and record
meeting notes.
Task 2.9: Prepare Public Hearing Draft Guidelines
DDS will revise the Draft Guidelines based on all previous
comments from the City and the two community meetings. This
version will be fully illustrated, provide all of the desired images.
Deliverable: 25 copies of the Public Hearing Draft
Guidelines
Phase 3.0: Preparation of final Guidelines
... City of Dublin
... Scarlett Court Area Guidelines
Task 3.1: Preparation for Public Hearing #1
DDS will create an agenda and prepare all necessary handouts and
presentation materials for the first Public Hearing. Presentation
materials will include a PowerPoint overview of the Draft
Guidelines.
Deliverables: Handouts and presentation materials
Task 3.2: Public Hearing #1: Planning Commission
The DDS Team will present an overview of the Draft Guidelines
before the Dublin Planning Commission. The presentation will
summarize and highlight key features of the Guidelines. UDS will
record comments from the Planning Commission. This scope of
work assumes that no major changes (other than minor grammatical
edits) will be required to the Draft Guidelines.
Task 3.3: Public Hearing #2: City Council
The DDS Team will present an overview of the Draft Guidelines
before the Dublin City Council. The presentation will summarize
and highlight key features of the Guidelines as well as
~..
.:,.., .
. . 1I ..
CONSULTING
Proposal for Services
Design, Landscape. and Signage Guidelines
Scope of Services
Section 2
recommendations from the Planning Commission. UDS will record
comments from the Planning Commission and update the Draft
Guidelines by incorporating comments from Council members.
Task 3.4: Final Document
DDS will prepare the Final Guidelines by revising the language as
directed by the City Council. It is anticipated that modifications to
the document, as per Council comments, will be relatively minor and
no substantial changes will be required. Following these revisions, it
is assumed that no further modifications will be required.
Deliverable:
25 copies of Final Design, Landscape, and
Signage Guidelines; one copy on CD of
all source files and pdf files.
.. City of Dublin
. Scarlet! Court Area Guidelines
~..
.:.... -
.....1Il ..1;:-911. . .
CONSULTING
Proposal for Services
Landscape, Design, and Signoge Guidelines
Fee Schedule
Section 3
Section 3: Fee Schedule
, I
, F1' Assistant U b '
,.roJect 'Project Land~cape ,Urban , r an !Graphics '
Phase;ancFl1ask ;Dlrector, Manager ,Architect, 'Planner Designer 'Total ,
, ' ,$1715 '$HiS $115: $110 $90 "$85
Phase 1.0 Project Initiation
Task 1.1 Project Kick-Off Meeting and $1,520
Walking Tour with City Staff
Task 1.2 Field Reconnaissance $360
Task 1,3 Research and Investigation 16 $2,935
Task 1.4 8 4 $1,590
Task 1.5 4 4 $1,420
Task 1.6 Walking Tour 8 8 $2,840
Phase 2.0 Preparation of Draft
Guidelines
Task 2.1 Outline of Gu idelines 2 $180
Task 2,2 Conference Cali with City Staff' 2 $880
Task 2.3 Preparation of Perspective $2,200
Illustrations
Task 2.4 Administrative Draft 60 40 $14.950
Guidelines
Task 2.5 Staff Meeting $1,520
Task 2.6 Revisions of Adm inistrative 2 2 8 4 8 8 $3,420
Draft Guidelines
Tas12.7 Preparation for Community 2 2 2 8 $1,820
Meeting #2
Tas12,8 Community Meeting #2 4 $1,880
Task 2.9 Prepare Draft Guidelines 2 4 $2,320
Phase 3,0 Preparation of Final
Guidelines
Task 3.1 Preparation for Public Hearing 4 4 $1,230
#1
Task 3,2 Public Hearing #1: Planning 4 4 $1.060
Commission
Task 3.3 ,Public Hearing #2: City 4 $1,060
Council
Task 3.4 Final Document 2 16 4 $2,670
Reimbursable Expenses:
Travel' Mileage, etc. $1,200
Document production and $2,000
reproduction costs
Mailings, overnight deliveries, $150
etc.
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.. ;~~rl~~~~~~~ Area Guidelines
~
Proposal for Services
Landscape, Design, and Signoge Guidelines
Project Schedule
Section 4
Section 4: Project Schedule
~ v V ~
, ,
' .'. Week'
, ,,'Rhase:and'iiask ," " ., :', ' ",,' .
" 1 i2 C3 ill '5 '6 Tl 8, 9 10 '11 12 33 '14
Phase 1.0
Task 1.1
Task 1.2
Task 1.3
Task 1.4
Task 1.5
Task 1.6
Phase 2.0
Task 2.1
Task 2.2
Task 2.3
Task 2.4
Task 2.5
Task 2.6
Task 2.7
Task 2.8
Task 2.9
Phase 3.0
Task 3.1
Task 3.2
Task 3.3
Task 3.4
Project initiation
Kick-Off Meeting and
Walking Tour with Staff
Field Reconnaissance
Research and Investigation
. Preparation for Walking Tour and
Meeting #1
Community Meeting #1
Walking Tour
Preparation of Draft Guidelines
Outline of Guidelines
Staff Review Outline of Guidelines
. Conference Call with City Staff
Preparation of Perspective
, Illustrations
'Administrative Draft Guidelines
. Staff Review of Administrative
Draft Guidelines
Staff Meeting
Revisions of Administrative Draft
Guidelines
Preparation for Community
Meeting #2
,..,,"""'."'..A_____"__.~..
; Community Meeting #2
Prepare Draft Guidelines
'Preparation of Final Guidelines
Preparation for Planning
Commission Public Hearing #1
Planning Commission Public
Hearing #1
Planning Commission Public
Hearing #2
Final Document
..... UDS Task
...
.. City of Dublin
. Seer/eft Court Area Guide-lines
UDSfCity Task
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