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HomeMy WebLinkAbout4.19 EngineeringSvcs SNGCITY CLERK File # E1000-30 AGENDA STATEMENT CITY COUNCIL MEETING DATE: June 21, 2005 SUBJECT: Approval of New Consulting Services Agreement with SNG & Associates, Inc., for Engineering Services Report Prepared by: Melissa Morton, Public Works Director 00 ATTACHMENTS: 1) Resolution with Agreement 2) Letter from SNG 3) Original Agreement and Amendments RECOMMENDATION: Adopt the Resolution approving the Agreement. FINANCIAL STATEMENT: Under this Agreement, SNG & Associates will provide engineering services to the City based on the proposed rate schedule. Types of services to be provided are typically private development review, plan checking and project close-out, which will be paid for by developers. SNG proposes a rate adjustment to bring the Associate Engineer classification to a more industry competitive rate for Fiscal Year 2005-2006. All other classifications will remain at the same rate. Of the 128 total hours billed to date by SNG, only 19 hours were attributed to the Associate Engineer classification; the remaining 109 hours were for the Senior Engineer classification. Any future rate increases will be governed by Section 2 of the new Agreement, which specifies that rate adjustments shall be limited to the Consumer Price Index (CPI) for Urban Wage Earners for the San Francisco -Oakland Bay Area as of February of each year. DESCRIPTION: The City has contracted with SNG & Associates, Inc., since 2002 for engineering services, primarily performing private development review, plan checking and project close- out. These services are paid for by developers. Staff is proposing a new two-year Agreement with SNG in order to incorporate amended contract language. The term of the Agreement will be until June 30, 2007, with a rate adjustment allowed for the second year of the Agreement, the percentage of which shall be limited to the CPI for February of that year. -------------------------------------------------------------- COPIES TO: Nanda Gottiparthy, SNG ITEM NO. GACONSULTANTS\SNG\AGST NEW AGMT 05-06.doc U f SNG proposes a rate adjustment to bring the Associate Engineer classification to a more industry competitive rate for Fiscal Year 2005-2006. All other classifications will remain at the same rate. To date, SNG has billed 128 hours, of which only 19 hours have been performed by the subject classification. All other hours have been for the Senior Engineer classification, for which there is no requested rate ..~ adjustment. ,. The bulk of SNG's work is in the area of private development review, plan checking and project close- out, the cost of which is paid for by developers. The work provided to date by SNG & Associates, Inc., has been satisfactory, professional,' and competitive, and Staff recommends that the City Council adopt the Resolution approving the Agreement. Page 2 O'b '"¿.. . . \~~ß RESOLUTION NO. - 05 · A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN ********* APPROVING AGREEMENT FOR ENGINEERING SERVICES WITH SNG& ASSOCIATES, INC. WHEREAS, SNG & Associates, Inc., has provided engineering services to the City since June 18, 2002; and WHEREAS, the City desires to continue using SNG & Associates' services; and WHEREAS, it is proposed to enter into a new two-year Agreement in order to incorporate amended contract language; NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin does hereby approve the Agreement with SNG & Associates, Inc., attached hereto as "Exhibit A." BE IT FURTHER RESOLVED that the Mayor is authorized to execute the Agreement. PASSED, APPROVED AND ADOPTED this 21st day ofJune, 2005. · AYES: NOES: ABSENT: ABSTAIN: Mayor ATTEST: City Clerk G:\CONSULTANTS\S'NG\re.so new agmt 05-06.doc · :p"ËtY'\ 1..\\\'1 (c-z \-05" ATTACHMENT I. ..., '2£ '- O"L -' C) CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND SNG & ASSOCIATES, INC. . THIS AGREEMENT for consulting services is made by and between the CITY OF DUBLIN ('City") and SNG & Associates, Inc.("Consultant'), as of June 21, 2005. 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 mannet specified therein. In the event of a confiict in or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail. 1.1 T ann of Services. The tetm of this Agreement shall begin on the date first noted above and shall end on June 30, 2007, the date of completion specified in Exhibit A, and Consultant shall complete the work described in Exhibit A prior to that date, unless the term of the Agreement is otherwise terminated or extended, as provided for In Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement, as provided for in Section 8. 1.2 Standard of Performance. Consultant shali perform all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Consultant is engaged in the geographical area in which Consultant practices its profession. Consultant shall prepare all work products required by this Agreement in a substantiai, first-ciass mannet and shall conform to the . standards of quality normally observed by a person practicing in Consultant's profession. 1.3 Assianment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. in the event that City, in its soie discretion, at any time during the term of this Agteement, 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 heteunder. Consultant shall not be responsible for delays beyond Consultant's reasonable controi. Section 2. COMPENSATION. City hereby agrees to pay Consultant for services outlined in Exhibit A in accordance with the hourly rate schedule attached hereto as Exhibit S. In the event of a conflict between this Agreement and Consultant's proposal, attached as Exhibit A, regarding the amount of compensation, the Agteement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and In the man net 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 SNG & Associates, Inc. EXHIBIT A. 1:. 0 -I:-Ae 7f.eso!uboYl e . . 3crb:-8 Consultant and City acknowledge and agree that compensation paid by City to Consultant under this Agteement 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 mote 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: · Clear numerical identification, with no duplication of numbering; · The beginning and ending dates of the billing petiod; · 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, fot 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 teaches or exceeds BOO hours, which shall include an estimate of the time necessary to complete the work described in Exhibit A; · The Consultant's signatute. 2.2 Monthlv Pavment. City shall make monthly payments, based on invoices received, for services satisfactorily performed, and for authorized reimbutsable costs incurred. City shall have 30 days from the receipt of an invoice that complies with all of the requirements above to pay Consultant. 2.3 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. City shall make no payment for any extra, further, or additionai 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 properiy executed change otder ot amendment. 2.4 Hourlv Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the amounts shown on the compensation schedule attached hereto as Exhibit B. Consulting Services Agreement between City of Dublin and SNG & Associates, Inc. June 21,2005 Page 2 of 14 4 Db5& 2.5 Reimbursable ëxDenses. Reimbursable expenses, as authorized by City, are included in . the total amount of compensation provided under this Agreement that shall not be exceeded. 2.6 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. 2.7 Payment uoon 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. 2.8 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 teceipt of authorization from the Contract Administrator. 2.9 Rate Adlustments. Consultant will be entitled to an annual rate adjustment upon each annual annlvetsary of this Agreement, the amount of said increase to be approved by the City. The base for computing the adjustment shall be the Consumer Price Index for Urban Wage Eamers for the San Francisco-Oakland Bay Area published by the U.S. Department of Labor, Bureau of Labor Statistics (Index) which is published fot the year ending in February. If the Index has increased over the Index for the prior year, the rates for the following year shall be established by multiplying the rates for the current. yeat by a fraction, the numerator of which is the Renewal Index and the denominator of which is the Index for the preceding year. In no case shall the adjusted rates be less than the initial rates as set forth in Exhibit B. A sample calculation is set forth below. The Public Works Director shall calculate the adjusted rate on each anniversary date of this agreement and shall provide notice to Consultant of such new rates. . SAMPLE CALCULATION: (Using 1% index increase as an example) HOURLY CHARGERA TE INDEX INCREASE (Assuming 1%) 150 x .01 = 1.50 $150.00Ihr 1.501hr $151.50Ihr 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 . Consulting Services Agreement between City of Dublin and SNG & Associates, Inc. June 21, 2005 Page 3 of 14 5~3'B · shall be in the sole discretion of City, In no event shall City be obligated to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long-distance telephone or other communication charges, vehicles, and reproduction facilities, Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, 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 sectiQn and under fatms of insurance satisfactory in all respects to the City. Consuitant 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 subcontractot(s) and provided evidence thereof to City. Verification of the required insurance shall be submitted and made part of this Agreement ptior 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 ptogram of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a seif-insurance program meets the standatds of the Labor Code shall be solely in the discretion of the Contract Administrator. The insurer, If insurance is provided, or the Consultant, if a program of self-insurance is provided, shall waive all rights of subrogation against the City and its officers, officials, employees, and volunteers for loss arising from work performed under this Agreement An endorsement shall state that coverage shall not be canceled except atter thirty (30) days' prior written notice by certified mall, return receipt requested, has been given to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended, voided or reduced in coverage or in limits. · 4.2 Commercial General and Automobile Llabllltv Insurance. 4.2.1 General reQuirements. Consultant, at its own cost and expense, shall maintain commercial genetal and automobile liabilìty 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 OT 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 genetal aggtegate limit shall be at least twice the required occurrence limit. Such coverage shall Include but shall not Consulting Services Agreement between City of Dubiin and SNG & Associates, Inc. June 21, 2005 Page 4 of 14 1.o5'!S ~ 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..¡¡wned automobiles. 4.2.2 Minimum scope of coveraae. Commetcial general coverage shall be at least as btoad 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 Genetal Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive Genetal Liability. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (ed. 12/90) Code 8 and9 ("any auto'). No endorsement shall be attached limiting the coverage. 4,2.3 Additional reaulrements, 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 additional insuteds with respect to each of the following: liability arising out of activities performed by Ot 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 covetage 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 volunteets, and that no insurance or self-insutance maintained by the City shall be called upon to contribute to a loss under the coverage. d, Any failure of CONSULTANT to comply with teporting provisions of the policy shall not affect coverage provided to CITY and its officers, employees, agents, and volunteers. e. An endorsement shall state that coverage shall not be canceled except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such covetage is suspended, voided or reduced in coverage or in limits. . Consulting Services Agreement between City of Dublin and SNG & Associates, Inc. June 21,2005 Page 5 of 14 e e e ìÖC~S 4.3 Professional Liability Insurance. Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement professionalliabìlity insurance for licensed professionals pertorming work pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000) covering the licensed professionals' errors and omissions, 4.3.1 Any deductible or self-insured retention shall not exceed $150,000 per claim. 4.3.2 An endorsement shall state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits, except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. 4.3.3 The 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 Agteement or the work, so long as commercially available at reasonable tates. c. If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the date of this Agreement, Consultant must provide extended reporting coverage for a minimum of five years after completion of the Agreement or the work. The City shall have the right to exercise, at the Consultant's sole cost and expense, any extended reporting provisions of the policy, if the Consultant cancels or does not renew the coverage. d. A copy of the claim reporting tequlrements must be submitted to the City prior to the commencement of any work under this Agreement. 4.4 All Policies Reaulrements. 4.4.1 Acceøtabllltv 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 coveraae. 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 authotized 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. June 21, 2005 Page 6 of 14 Consulting Services Agreement between City of Dublin and SNG & Associates, Inc. SOb38 4.4.3 Subcontractors. Consultant shall Include all subcontractors as Insureds under e its policies or shall fumlsh separate certificates and endorsements fot 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 fotegoing Insurance requirements, upon a determination that the coverages, scope, limits, and fonns of such insurance are either not commetcially 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 aPPtQval of City for the self-insured retentions and deductibles before beginning any of the services or work called for by any tenn 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, guatanteeing 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 Coverarle. 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. e 4.5 Remedies. In addition to any other temedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein requited, City may, at Its sole option exercise any of the following remedies, which are altematlves 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 undet 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 Agteement. e Consulting Services Agreement between City of Dublin and SNG & Associates, Inc. June 21, 2005 Page 7 of 14 · · · q crb~€ Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES, Consultant shall indemnify, defend with counsel selected by the City, and hold harmless the City and its officials, officers, employees, agents, and volunteers from and against any and all losses, liability, claims, suits, actions, damages, and causes of action arising out of any personai injury, bodily injury, loss of life, or damage to property, or any violation of any federal, state, Ot municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct or negligent acts or omissions of Consultant or its employees, subcontractors, or agents, by acts for which they could be held strictly liable, or by the quality or character of their work. The fotegoing obligation of Consultant shalt 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 Ot 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 telieve 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 Empioyees 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 andlot employet contributions for PERS benefits on behalf of Consultant Ot Its employees, agents, or subcontractors, as well as for the payment of any penaities and interest on such contributions, which would otherwise be the responsibility ofCity . Section 6. 6.1 6.2 STATUS OF CONSULTANT. Independent Contractot. 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 othet City, state, or federal policy, rule, regulation, law, or ordinance to the conttary, Consultant and any of Its employees, agents, and subcontractors providing services under this Agreement shall not qualify fot Ot become entitled to, and heteby 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 Aaent. 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 June 21, 2005 Page 8 of 14 Consuiting Services Agreement between City of Dublin and SNG & Associates, Inc. Section 7. 7.1 7.2 7.3 \OCY03ß agent. Consultant shall have no authority, express or implied, pursuant to this Agteement . to bind City to any obligation whatsoever. LEGAL REQUIREMENTS. Governina Law. The laws of the State of California shall govern this Agreement. ComDUance with ADDUcable Laws. Consultant and any subconttactors shall comply with all laws applicable to the performance of the work hereunder. Other Governmental Reaulations. To the extent that this Agreement may be funded by fiscal assistance from another govemmental 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, 7.4 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 ptactice their tespective professions. Consultant represents and warrants to City that Consultant and its employees, agents, any subconttactors 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. 7.5 Nondiscrimination and EQual ODDortunitv. Consultant shall not discriminate, on the basis of a person's race, teligion, 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 progtams ptovided 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. Section 8. 8.1 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. . June 21, 2005 Page 9 of 14 Consulting Services Agreement between City of Dublin and SNG & Associates, Inc. · · · II 0t "58 Consultant may cancel this Agreement upon thirty (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 othet 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 gtants 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 Assi~mment and Subcontractlm:l. 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 substantlel 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 ptovisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. 8.6 Options UDon Breach bv Consultant. If Consultant materially breaches any of the terms of this Agreement, City's temedies shall included, but not be limited to, the following: 8.6.1 Immediately tetminate the Agreement; 8.6.2 Retain the plans, specifications. drawings, teports, design documents, and any other work product prepated 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 SNG & Associates, Inc. June 21, 2005 Page 10 of 14 Section 9. 9.1 \ "Z... 0b:" 13 8.6.4 Charge Consultant the difference between the cost to complete the work desctlbed 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. KEEPING AND STATUS OF RECORDS. Records Created as Part of Consultant's Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other fonn, 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 dellvet those documents to the City upon termination of the Agteement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties. Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to the Consultant to this Agreement. 9.3 InsDection 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 tequest of the City. Under Callfomia 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 aftet final payment under the Agteement. 9.2 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 Ot 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. June 21, 2005 Page 11 of 14 Consulting Services Agreement between City of Dublin and SNG & Associates, Inc. · · · \"3ab~ß · 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 Agteement 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 ptovision 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 othet breach of that term or any other term of this Agreement. 10.5 Successors and Assians. The provisions of this Agreement shall inute 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 papet 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, regatdless 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 heteby watrants 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 Govemment 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 SNG & Associates, Inc. June 21, 2005 Page 12 of 14 \~ ðb:'Jg 10.9 Contract Administration. This Agreement shall be administeted by Melissa Morton, . Public Works Director ("Contract Administrator'). All correspondence shall be directed to or thtough the Contract Administrator or his or her designee. 10.10 Notices. Any wtitten notice to Consultant shall be sent to: Nanda Gottiparthy SNG & Associates, Inc. 5776 Stoneridge Mall Road, #370 Pleasanton, CA 94588 Any wtirten notice to City shall be sent to: Melissa Morton City of Dublin Public Wotks 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 prepatation. 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 nd Signature of Registered Professional with report/design tesponsibility. . Consulting Services Agreement between City of Dublin and SNG & Associates, Inc. June 21, 2005 Page 130f14 · · · \5 D¡-. ~ i? -) 10.12 Inteatation. This Agteement, including the scope of work attached hereto and incorporated herein as Exhibit A, tepresents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral. Cln' OF DUBLIN SNG & ASSOCIATES, INC. ~ Janet Lockhart, Mayor Nanda Gottiparthy, Principal Attest: Kay Keck, City Clerk Approved as to Form: Elizabeth Silver, City Attorney G;\CONSUL TANTS\SNGINEW con'"lUng ogreomont 062105,doc Consulting Services Agreement between City of Dublin and SNG & Associates, Inc, June 21, 2005 Page 14 of 14 \ lo- I:YÖ3ß EXHIBIT A · SCOPE OF SERVICES To provide professional Staff support services for the Engineering Division of the Public Works Department. Services shall primariiy consist of review of improvement plans, maps, preparation of Conditions of Approval, agreements, City Council communications, general correspondence to developets, engineers and Staff of other City departments, project closure, and any other tasks as assigned and directed by Staff. · G:\CONSUL TANTS\SNG'NËW consulting agreement 062105.doc · Consulting Services Agreement between City of Dublin and SNG & Associates, Inc.-Exhibit A June 21,2005 Page 1 of 1 e e . EXHIBIT B COMPENSA nON SCHEDULE lì Ob~~ Compensation shail be paid per the Fee Schedule entitled, "2005-2006 Charge Rate Fee Schedule," attached hereto. G:ICONSULTANTSISNGINEW ..nsultlng agreement 062105.doc Consulting Services Agreement between City of Dublin and SNG & Associates, Inc.-Exhibit B June 21, 2005 Page 1 of 1 \ ß Ob~f1 2005·2006 CHARGE RATE FEE SCHEDULE SNG & ASSOCIATES, INC. POSITION Principal Engineer Senior Engineer Associate Engineer Clerical HOURLY RATE $ 110.00 105.00 90.00 40.00 G:\CONSULTANTSISNG\2005-06 RATE SCHEDULE.doc e e e · · · \~ tb'3~ SNG & Associates Inc. Melissa Morton Director of Public Works City of Dublin P.O. Box 2340 Dublin, CA 94568 ReCEIVED ,.IAN 3 1Zû05 PUBUC WORKS January 31, 2005 RE: Professional Staff Support Services Fiscal Year 05-06 Dear Melissa: Amendment to Agreement (Rate Adjustment) for General Engineering Services with SNG & Associates, Inc was approved by the City Council on July 20, 2004. The classification for Associate Engineer, was inadvertently omitted from Exhibit 1 of the Amendment. This classification of Associate Engineer was included in the original agreement approved in June 2002. By utilizing the services of the Associate Engineer for certain tasks, SNG & Associates would be able to provide the City more cost-effective services. Attached is the revised Exhibit 1 to replace the Exhibit 1 approved with the current Amendment. I request you to please consider approving the revision to Exhibit 1 to ~gd the classification of Associate Engineer as shown in the attachment. SNGis not requesting any rate changes for Fiscal Year 05-06, except for inclusion ofthe classification of Associate Engineer. Please contact me at 925-417-6763 or 510-610-5922 if you have any questions. Thank you. Sincerely, i ! . SNG & ASSOCIATES, INC. PO. ßax5053 . Plea=w, ATTAUlDlENT ;¿. '2D D"; ~s o SN G.& Associates Inc./l;t,¡·1;ìi§'~;¡þîl:~~21s~:~J~i¡¡;jj(;;:i:~~.i'~i~.~i*~j~\,';t;"ì;:i;';:1IJ Hourlv Rate Schedule Position Senior Engineer Associate Engineer f&"". .. .r~.J AJCÅ. f'.1ì-L... IJ~CI.- l~!CkL- SII~/bS- Note: Rates valid through 6/3012006 Hourlv Rate 105.00 90.00 ItO,ot r..¡o ,o{1 . . P. 0. Box 5053 , Pleasal1lon. C494566 Phone/fiirJ;: 925417-67(,3 ,-' · · · 2\ 0b-:-'iïi CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND SNG & ASSOClATES,INC. THIS AGREEMENT for consulting services is made by and between the City of Dublin ("City") and SNG & Associates, Inc. ("Consultan!") as of .J_......l.$ ,200,2. section 1. SERVlC~. Subject to the terms and conditions set forth in this Agreement, Consultant shalt 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 ExhibllA, the Agreement shall prevail. Term of Services. The term of this Agreement shall begin on the date first noted above and shall end on:}uS1.u ~ 1 ....,~ ,the date of completion specified in ~hiblt A, and Consultant shall completJ e won< 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 tight 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 115 profession. Consultant shall ptepare all won< products requited by this Agreement In a substantial, first-class manner and shall conform to the standards of quality normally observed by a person practicing In Consultanfs profession. 1.1 1.3 Asslanment 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, teassign such person or persons. 1.4 IimL Consultant shall devote such time to the perfotmance 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 Consultanfs obligations hereunder. Section 2. COMPENSATION. City hereby agrees to pay Consultant fot services outlined in Exhibit A in accordance of the hourly rate scheduie attached hereto as Exhibit B. In the event of a conftict between this Agreement and Consultanfs proposal, attached as ExhlbllA 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. 1M 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 SNG & Associates, Inc. ATTAUIDIIT 3· -z.."'Z..Öb~8 Consultant and City acknowledge and agree that compensaüon paid by City 10 Consultant under this . Agreement is based upon Consultant's estimated costs of providing the services tequlred 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 Consultantand its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such conbibutions beyond compensation required under this Agreement. 2.1 Invoices. Consultant shall submit invoices, not more often than once a month during the !enn of this Agreement, based on \he 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 bUllng petiod; · A Task Summary containing the original contract amount, the amount of prior bîllings, the Iotal 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 applìcable time entries or time sheets shall be submitted showing the name of the person doing the work, the hours spent by each person, a btiéf 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 eúmplete the work described in Exhibit A: · The Consultanfs signature. 2.2 Monthlv Pavment. City shall make monthly payments, based on invoices received, for services satisfactorily petfonned, and for authorized reimbursable costs incurred. City shall have 30 days from the receipt of en invoice 1I1at complies with all of the requirements above 10 pay Consultant. 2,3 T etal Payment. City shall pay for the services 10 be rendered by Consultant pursuant 10 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 10 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 e task or for the entire Agreement, unless the Agreement is modlfled ptior to the submission of such an invoice by a properly executed change order or amendment. . Consulting Services Agreement between City of Dublin and SNG & Associates, Inc. Page2of13 . .. . -z..~ O'b~e 2.5 Hourlv Fees. Fees fot wotk perfotmed by Consultant on an hourly basis shall not exceed the amounts shown in the fee schedule attached as Exhibit 8. 2.6 fglimbursable ExDenslS. Reimbul1!abla expenses are specified in Exhibit 8, and shall not excead$50D.QO, Expenses not listed in Exhibit B are notcharyeable to City. Reimbursable expenses are Included in the total amount of compensation provided under this Agreement that shall not be exceeded. 2.7 Payment of TaxIS. Consultant Is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal ot state taxes. 2.8 Payment uøon 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 saösfactorily completed as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets in order to verify costs incurred to that date, 2.9 Authorization to P!lrfonn Services. The Consultant is not euthorized to perfonn any services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator, Sec:tion 3. FACILITIES A"º 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 1is1ed In this section, and only under the tenns and conditions set forth herein. City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary fat Consultanfs use while consulting with City employees and teviewlng records and the information in possession of the City. The location, quantity, and time of furnishing those facilities shall be in the sole dis.cretion 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 otl1er communication charges, vehicles, and reproduction facilities. Section 4. INSURANC ; RFQUIREMEtlTS. Befote beginning any work under this Agreement, Consultan~ at Its own cost and expense, shall procure "occurrence coverage" insurance against claims for injuries to persons or damages to property that may anse 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 tenn of this Agreement The cost of such insurance shall be included In the Consultant's bid. Consultant shall not allow any subcontractor to commence wotk on any subcontract untll Consultant has obtained all insutance required herein for the su bcontractot(s) and provided evidence thereof to City, Verification of the required insurance shall be submitted and made part of this Agreement ptior to execution. Consulting Services Agreement between City of Dublin and SNG & Associates, Inc. Page 3 of 13 z.L..\ Öb'3£ Workers' Comoensatlon, Consultant shall, at its sole cost and expense, maintain Statutory Workers' Compensation Insurance and Employer's liability Insutance for any and all persons employed directly or indirectly by Consultant. The Statutory Worktn' Compensation Insurance and Employer's Liability Insurance shall be provided With limits of not less than ONE MILliON DOLLARS ($1,000,000.00) per acc!clent. In the alternative, Consultant may rely on a self·lnsuranceprogram to meet those requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whelher a setf-ìnsurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator. The insuret, if insurance is provided, or the Consultant if a program of self-insurance is provided, shail waive all righ1s of subrogation against the City and its officers, officials, employees, and volunteers for loss arising from work performed under this Agreement. An endorsement shall state that coverage shall not be canceled except after thirty (30) days' prior written notice by certified mail, tetum receipt requested, has been given to the City. Consultant shall notify City within 14 days of notification from Consultanfs insurer if such coverage is suspended, voided or reduced in coverage or in limils. 4.2 Commercial General and Automobile LiabilItY Insurance, 4.1 . 4.2.1 General reauiraments. Consultant at Its own cost and expense, shan maintain commercial general and automobile liablñty 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 Commercfal General liability Insurance or an Automobile liability form Ot 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 reEulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non- owned automobiles. 4.2.2 Minimum ICODe of coveraae. COmmercial general coverage shall be at least as broad as Insurance Services Office Commercial General liability occurrence form CG 0001 (ed. 11188) or Insurance Services Office form number GL 0002 (ad. 1/73) coveting comprehensive General Uabllity and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive Genetal Liability. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (ed. 12190) Code 8 and 9 ('any auto"). No endorsement shall be attached limiting the coverage. 4.2.3 ~ddltional raauirements. Each of the following shall be included In the insurance coverage or added as an endorsement to the policy: Consulting Services Agreement between City of Dublin and SNG & Associates, Inc. Page 4 of 13 . . e . ~ "b3g a. City and its officers, employees, agents, and volunteets shall be covered as additional insureds with respect to each of the following: liability arising out of activities perfonned 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 Consultan1; 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 ¡nsutance 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, agen18, and volunteers. e. An endorsement shall state that coverage shall not be canceled except after thirty (30) days' prior written notice by certified mail, teturn receipt requested, has been given to the City. Consultant shall noUfy City within 14 days of notification from Consultanfs insuter If such coverage is suspended, voided or reduced in coverage or in limits. 4.3 All Policies ReQuirements. 4.3.1 AcceDlab1l1tv of Insurers, All insutance required by this section is to be placed with insurers with a Bests' rating of no less than A:VII. 4.3.2 Veñfication of coveraae. Prior to beginning any work under this Agreement, Consultan1 shall furnish City with certificates of Insurance end with original endorsements effecting coverage required herein. The certificates and endorsements for each insurance policy are to be signed by a person au1horized by that insurer to bind coverage on Its behalf. The City reserves the right to require complete, certified copies of all reQuired insurance policies, at any time. 4.3.3 Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each , Consulting Services Agreement between City of Dublin and SNG & Associates, Inc. Page 5 of 13 2.i.D b'b '3 & subcontractor. An coverages for subcontractors shall be subject 10 all of the . requirements stated herein. 4.3.4 VarIation. The City may approve a variation in the foregoing Insurance requirements, upon a determination that the coverages, scope, limits, and fonTIs of such Insutance are either not commerciany available, or that the City's Interests are otherWise fully protected. ' 4.3.5 Ded!ICÌibles and Self·lnsured Retentlone. 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 coveted by this Agreement, only upon the prior express wrftten authorization of Contract Administrator, Consultant may increase such deducbbles or self.insut<ld retentions with respect to City, its officers, employees, agents, and volunteers. The Contract Administrator may condition approval of an increase in deductible or self.lnsured retention levels with a requirement that Consultant procure a bond, guaranteeing payment of losses and related investigations, claim administration, and defense expenses that Is satisfactory in all respects to each of them, 4.3.6 Notice of Reduction in Coveraøe. In the event that any covetage required by this section is reduced, limhed, or materially affected in any other manner, Consultant shall provide written notice to City at Consultant's eariiest possible . opportunity and in no case latar than five days after Consultant Is notified of the change In coverage. 4.4 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 ils sole option exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Consuttill1t'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, at both stop work and withhold any payment, until Consultant demonstralescompliance with the requirements hereof; and/or · Terminate this Agreement Section 5. INDEMNIFiCATION AND CONSULTANT'S RESPONSIBILITIES, Consultant shall Indemnify, defend with counsel selected by the City, snd hold hanTIless the City and its officials, officers, . Consulting Services Agreement between City of Dublin and SNG & Associates, Inc. Page 6 of 13 · · · L- ib'38 employees, agents, and volunteers from and against any and all losses, liability, claims, suits, actions, damages, and causes of action arising out of any personal injury, bodily injury, loss of life, or damage to property, or any violation of any federal, state, or municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct or negligent acts or omissions of Consultant or its employees, subcontractors, or agents, by acts for which they could be held strictly liable, or by the quality or character of their work. The foregoing obligation of Consultant shall not apply when (1) the injury, loss of life, damage to property, or violation of law arises wholly from the negligence or willful misconduct of the City or its officers, employees, agents, or votunteers 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. Ills 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 insutance certificates and endorsements requited under this Agreement does not relieve Consultant from liability undet this indemnification and hold hannless clause. This Indemnification and hold harmless clause shall apply to any damages or claims for damages whether or not such Insutance policies shall have been determined to apply. By execution of this Agreement, Consultant acknowledges and agrees 10 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 ptoviding services under this Agreement is determined by a court of competent jutisdiction or the Califomia 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 fur 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 wouid otherwise be the responsibility of City. Section 6. STATUS OF CON :ìULTANT. . 6.1 I!!ØeDendent Contractor. At all times during the tenn of this Agreement, Consultantshall be an independent contractor and shall not be an employee of City. City shall have the right 10 control Consultant only Insofar as 1M results of Consultanfs 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, Ot 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 compenaation, 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 10 any contribution 10 be paid by City for employer conttlbutions and/or employeeconbibutions for PERS benefits. 6.2 Consult¡ nt No Aaent. Except as City may specify in writing, Consultant shell have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Consultant shan have no authority, express or Implied, pursuant 10 this Agreement to bind City to any obligation whatsoever. Consulting Services Agreement between City of Dublin and SNG & Associates, Inc. Page '7 of 13 "2...g o-b~ 8 Section 7. LEGAL REQUIREMENTS. e 7.1 Governing Law. The laws of the Stale of California shall govern this Agreement. 7.2 ComDllance with A/)øllçable Laws. Consultant and any subcontractors shall comply with all laws applicable to the performance of the work hereunder. 7.3 other Governmental Reaulatlons. To the extant that this Agreement may be funded by fiscal assistance from another governmental entity, Consultant and any subcontractors shall comply with all applicable roles and regulations to which City is bound by the terms of such fiscal assistance program. 7 À 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 tequlred 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. 7.5 Nondlscrlminetlon and Eaual ODDortunity. 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 Ot programs provided by Consultant under this Agreement. Consultant shall comply wi1h all applicable federal, stete, 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 requited of Consultant 1hereby. Consultant shall include the provisions of 1his Subsection in any subcontract approved by the Contract Administrator or this Agreement. Section 8. 8.1 TERMINATIO~ AND MQPIFICATlON. Termination. City may cancel this Agreement at any time and without csuse upon written notification to Consultant Consultant may cancel this Agteement upon ten (10) days' written notice to City and shall Include in such notice 1he reasons for cancellation. . Consulting Services Agreement between City of Dublin and SNG & Associates, Inc. Page'8 of 13 ¡..-.,..,.......... '-~ bb~2 · In the event of termination, Consultant shall be entItled to compensation for services perfotmed to the effective date of termination; City, however, may condition payment of such compensation upon Consultant delivering to City any Ot 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. 8.3 Extension. City may, in ils 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. SimHatly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses Incurred during the extension period. Amendments. The patties may amend this Agreement only by a writing signed by all the parties. 8.2 · 8.4 Asslanment and Subc;ontractlna. 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 perfonnance contemplated and provided for herein, other than to the subcontractors noted in the proposal, without priorwrftten 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 Agteement. 8.6 ODtions UDOn Breach by Consultant. If Consultant materially breach9$ any of the terms of this Agreemen~ 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 prep Bred by Consultant pursuant to this Agreement; 8.6.3 Retain a different consultant to complete the work described in exhibit A not finished by Consultant; or 8.6.4 Charge Consultant the difference between the cost to complete the work described in ExhiM A that is unfinished at the time of breach and the amount that Consulting Services Agreement between City of Dublin and SNG & Associa1es, Inc. Page 9 of 13 Section 9. 9.1 '30 Ob"3g City would have paid Consultant pursuant to Section 2 if Consultant had completed the work. KEEPING AND stATUS Of ~ECORºª, Records Created '8 Part of Consultant's Performance. All reports, data, maps, models, charts, studies, surveys. photographs, memotanda, plans, studies, specifications, records, flies, or any othet documents or materials, in electronic or any other fonn, that Consultant prepates 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 tennination of the Agreement. It Is understood and agreed that the documents and other materials, Including but not limited to those described above, prepared pursoant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or othat use. City and Consultant agree that, until flnal 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, end 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 requited by law, from the date of final payment to the Consultant to this Agteernent. 9,3 Insoection 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 Seotion 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 undet the Agreement. Section 10 MISCELLANI;QUS PROVISIONS. 10.1 Attornevs' Føes. 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. 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 AI!ITI9da or in the United States District Court for the Northern District of California. Consulting Services Agreement between City of Dublin and SNG & Associates, Inc. Page 10 of 13 · · · '3\Öb3~ · 10,3 Severabll1tv. If a court of competent jUtisdiction finds or rules that any provision of this Agreement is Invalid, void, or unenforceable, the provisions of this Agreement n01 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 ptovision of this Agreement 10A No Inmlied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any othet breach of that term or any other term of this Agreement 10.5 SUCCelSOI'8 and AssIGns. The provisions of this Agreement shall inute to the benefit of and shall apply to and bind the successors and assigns of the partieS. 10.6 Use of Recvcl,!!d Products. Consultant shall prepare and submit all reports, written studies and othet printed material on recycled papêt to the extent it is available at equal or less cost than vltgln 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 'contlict of interest," as that term Is defined in the Political Reform Act, codified at Califomia Govemment Code Section 81000 at saq. 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 Govemment Code Sections 1090 et seq. Consultant heteby warrants that it 15 not now, not has It been in the ptevious twelve (12) months, an employee, agent, appointee, Ot official ofll1e City. If Consultant was an employee, agent, appoin1ee, 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 Govemmen1 Code § 1 090 et.se,Q., the entire Agreemen1 is void and Consultant will not be entltied to any compensation for services performed pursuant to this Agteement, 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 Govemment 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 matetials. · 10.9 Contract Administration. This Agreement shall be administered by Senior Civil Engineer ìContractAdministrator"). All correspondence shall be directed to or through the Contract Administrator or his Ot her designee. Consulting Services Agreement between City of Dublin and SNG & Associates, Inc. Page 11 of 13 3'LÖ'Ö ~g 10.10 ~ Any written notice to Consultant shall be sent to: Nanda Goltiparthy, Principal SNG & Associates, Inc. P.O. Box 5053 Pleasanton, CA 94566 . Any written notice to City shall be sent to: Kevin VanKatwyk, P.E. Senior Civil Engineer Public Works Department City of Dublin 100 Civic Plaza Dublin, CA 94568 10.12 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 s~all be in a block entitled 'Seal and Signature of Registered professional with report/design responsibilit . as In the following example, fES"1 ,?\1.0 »,0",. ''-, f/)J :"'I(<!': . NANDA K. ~ G0111PARTHY ~ No. C52308 ~ B\¡1. 121311 * CIVIL J")¡ ~ "/{~OFC"'\.\'i Intearatlon. This Agreement, including the scope of work attached hereto an Incorporated herein as Exhibit A, represents the entire and integrated agreement betwean' City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral. Seal and Signature of RegfSt9råd Professional with report/design responsibility. 10.11 . Consulting Services Agreement between City of Dublin and SNG & Associates. Inc. Page 120f13 · · · CITY OF DUBLIN a/YøY~~;A4l! (/ Attest: City Clerk Approved as to Form: Ø;ðÞt Ìi-/ß¿ City Attorney J:lwpd\FORMSlÞ.GRE\Slandam CO/1.\Jtant OONIces ag_.2C01.doc Consulting Services Agreement between City of Dublin and SNG & Associates, Inc. 3~ %"ß:ß CONSULTANT 5}?ÖJ 01-- Nanda Goltiparthy, Principal SNG & Associates, Inc, Page 13of13 ::;.t ðQ ~ e EXHIBIT A SCOPE OF SERVICES CONSULTANT'S services shall Include professional staff support services fot the staff of Engineering Division in the Public WorKs Department The services shall primarily consist of review of improvement plans, maps, preparation of conditions of approval, agreements, City Council communications, general correspondence to developers, engineers and staff of other departments, project closure and other tasks as assigned and directed by City staff. J:\wpdlFORMSIÞ.GRE\&1!IrI!anI """o""'n! _ og_-2001_dac Consulting Services Agreement between City of Dublin and SNG & Associates, Inc.-Exhibit A March 8, 2001 Page 1 of 1 · · · · · · EXHIBIT B COMPENSATION SCHEDULE Hourlv Rate Schedule Position ~ 100.00 85.00 70.00 40.00 35'DÒ~8 Principal Engineer Senior Engineer Associate Engineer Clerical Note: Rates valid through 1213112002 J:\wpd\FORMS\AGREltbnJaId amsUbuI! servi...agruement-2001.doo Consulting Services Agreement between City of Dublin and SNG & Associates, Inc.--Exhiþjt ß March 8, 2001 Page 1 of 1 ~I..D ~~ß EXHIBIT "A" OF RESOLUTION 1í?Ø ·03 AMENDMŒNT TO AGREEMENT BETWEEN CITY OF DUBLIN AND SNG & ASSOCIATES, ING., FOR ENGINEERING SERVICES · WHEREAS, the City of Dublin (hereinafter referred to as "CITY") and SNG & Associates, Inc. (hereinafter referred to as "CONSULTANT"), entered into an agreem~nt on June 18, 2002, to provid~ ~ngineering servioes to CITY: and WHEREAS, the City and the Consultant wish to extend the term of agœement for an additional two years, tern:¡inating June 30, 2005; NOW, THEREFORE, the parties hereto agree as follows; Extension of Term The tenn of the agreement shan be extended from July 1,2003, to June 30, 2005. Should a new agreement or amendment to agreement to extend the contract not be entered into by June 30, 2005, then this agreement will automatically extend until a new agreement or amendment to agreement is entered into or City gives written notice of termination. Adjustment of Rates · The rate sohedule attached hereto as Exhibit 1 shall be in effeot for Fiscal Year 2003-2004. Consultant shall be entitled to request a further adjustment of rates for the second year of the agreement term. CITY OF DUBLIN SNG & ASSOCIATES, INe. ~~ Nanda Gottiparthy, P.E. 9-/ 'þçj 03 { I -=- Date: g:cngi" CQIJ~t\zumWRlt\amcndmaìt03-()4 · \ --' . 31 Db::' ß . EXHIBIT "A" OF RESOLUTION /35 -04 AMENDMENT TO AGREEMENT BETWEEN CITY OF DUBLIN AND SNG & ASSOCIATES, INC., FOR ENGINEERING SERVICES WHEREAS, the City of Dublin (hereinafter referred to as "CITY") and SNG & Associates, Inc. (hereinafter referred to as "CONSULTANT"), (ltttered into an agre(ll11ent on June 18, 2002, to provide engineering services to CITY; and WHEREAS, said agreement was amended to extend the term of agreement for an additional two years, terminating June 30, 2005; WHEREAS, said amendment to agreement included a provision for CONSULT ANT to request an increase in fee rates at the end of the 2004-2005 Fiscal Year; NOW, THEREFORE, the parties hereto agree as follows: Adiustment of Rates The rate schedule attached hereto as Exhibit 1 shall be in effect for Fiscal Year 2004-2005. Should a new agn:ement or amendment to agreemçnt to extend the contract not be entered into by .une 30, 2005, thert this agreement will automatically extend until a new agreement or amendment to agreement is entered into, or City gives written notice of termination. CITY OF DUBLJN SNG & ASSOCIATES, INC. Lh~. QJv ~ Nanda Gottiparthy, P.E. Date: 1'Þ/ ðLf I g:engr contract\SNG\a.mendmento4-05 e ,.J I '3ß D-b ~8 \ EXHIBIT 1 OF AMENDMENT TO AGREEMENT liNG & ASSOCIATES. INC. CLAS:;ìIFICA TION 2004-2005 PROPOSED RAIE Senior Engineer 105.00 G:\EnQr.oonlraotlSNG\exl1lblt 1 amandment 04-05.doo e . .