HomeMy WebLinkAbout4.07 GeotechTestFallonSpPk
CITY CLERK
File # D~I(2]-~¡a]
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AGENDA STATEMENT
CITY COUNCIL MEETING DATE: AprilS, 2005
SUBJECT:
Consultant Services for Geotechnical Testing, Fallon Sports Park
Report Prepared by: Herma Lichtenstein, Parks & Facilities
Development Manager
ATTACHMENTS: 1. Resolution Approving the Agreement with Kleinfelder Associates,
Geoteclmical Engineers
RECOMMENDATION: ~ .~t Resolution approving Agreement
FINANCIAL STATEMENT:
The proposed fee for services under the Agreement is based on a not
to exceed amount of $45,990. There are sufficient funds within the
Fallon Sports Park project budget to execute the Agreement.
DESCRIPTION: At the May 5, 2004 meeting the City Council awarded the
geotechnical review services contract to Kleinfelder Associates which authorized them to prepare
recommendatioDB for mass grading and drainage for the Fallon Sports Park site. As part of the pianning
process a preliminary mass grading plan to allow for excess fill from surrounding developments was
prepared and the geotechnical recommendations for drainage and compaction were incorporated into the
plan.
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The developer is now ready to place the excess soil in accordance with the prepared plans and
geothechnical requirements. The grading project will require observation and testing by a geoteclmical
engineer to confirm that the work was done according to. the requirements set out by the City. Kleinfelder
Associates is qualified to perform the task and their scope of services provides for sufficient time for
revIew.
Attachment 1 is a Resolution approving the Agreement between the City of Dublin and Kleinfelder
Associates Geotechnical Engineers. The Consultant Services Agreement, which outlines the scope of work
and fee schedule, is shown as an attachment to the Resolution. Staff recommends that the City Council
adopt the Resolution approving the Agreement.
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COPIES TO:
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G:\COUNCILlAgendaStatements\2005\4-5 kleinfeld.. eont.~:b l
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RESOLUTION NO. - 05
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A RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF DUBLIN
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APPROVING AN AGREEMENT WITH KELINFELDER ASSOCIATES,
GEOTECHNICAL CONSULTANTS
FOR GEOTECHNICAL TESTING SERVICES FOR THE
FALLON SPORTS PARK
WHEREAS, the City of Dublin has approved the design services for a master plan and proposed
mass grading for the FalJon Sports Park Project; and
WHEREAS, the design for the mass grading of the Sports Park wilJ require Geotechnical review
and observation during construction to ensure proper engineering; and
WHEREAS, Kleinfelder Associates has prepared the geotechnical recolllIllendations for the
Fallon Sports Park mass grading plan; and
WHEREAS, the City has received a proposal for geotechnical engineering services; and
WHEREAS, Kleinfelder Associates, Geotechnical Engineers has demonstrated they have
adequate ability to perform said services; and
e WHEREAS, consultants are available to perform work as specified.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin does
approve the agreement with the Kleinfelder Associates, Geotechnical Engineers, attached hereto.
PASSED, APPROVED AND ADOPTED this 5th day of April 2005
AYES:
NOES:
ABSENT:
ABSTAIN:
Mayor
ATTEST:
City Clerk
'+-5-05 q- 7
ATTACHMENT I
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CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF DUBLIN AND
KLEIN FELDER, INC.
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THIS AGREEMENT for consulting ser,¡ices is made by and between the City of
Dublin ('City') and Kleinfelder, Inc ("Consultant") for Geotechnical Engineering ser,¡ices for
the Fallon Sports Park as of March 28, 2005.
Section 1. SERVICES. Subject to the terms and conditions set forth in this
Agreement, Consultant shall provide to City the ser,¡ices 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 upon acceptance of the completed scope of ser,¡ices, 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 ser,¡ices required
pursuant to this Agreement in the manner and according to the standards observed by a
competent practitioner of the profession in which Consultant is engaged in the
geographical area in which Consultant practices its profession. Consultant shall prepare
all work products required by this Agreement in a substantial, first-class manner and shall
conform to the standards of quality normally observed by a person practicing in
Consultant's profession.
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1.3 Assianment of Personnel. Consultant shall assign only competent personnel to
perform services pursuant to this Agreement. In the event that City. in its sole discretion, at
any time during the term of this Agreement, desires the reassignment of any such persons,
Consultant shall, immediately upon receiving notice from City of such desire of City,
reassign such person or persons.
1.4 Time. Consultant shall devote such time to the performance of ser,¡ices 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 $45,990. 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 ser,¡ices rendered pursuant to this Agreement at
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Consulting Ser,¡ices Agreement between
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March 2005
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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
peJiormed by more than one person.
Consultant and City acknowledge and agree that compensation paid by City to Consuitant
under this Agreement is based upon Consultant's estimated costs of providing the services
required hereunder, including salaries and benefits of employees and subcontractors of
Consultant. Consequently, the parties further agree that compensation hereunder is
intended to include the costs of contributions to any pensions and/or annuities to which
Consultant and its employees, agents, and subcontractors may be eligible. City therefore
has no responsibility for such contributions beyond compensation required under this
Agreement.
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 peJiorming services
hereunder, as well as a separate notice when the totai number of hours of work by
Consultant and any individual employee, agent, or subconiractor of Consultant reaches or
exceeds 800 hours, which shall include an estimate of the time necessary to complete the
work described in Exhibit A;
· The Consultant's signature.
2.2 Monthlv Pavment. City shall make monthly payments, based on invoices
received, for services satisfactorily peJiormed, 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.
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March 2005
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2.3 Final Payment. City shall pay the last 10% of the total sum due pursuant to this
Agreement within sixty (60) days after compietion of the services and submittal to City of a
final invoice, if all services required have been satisfactorily performed.
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2.4 Total Pavment.City shall pay for the services to be rendered by Consuitant
pursuant to this Agreement. City shall not pay any additional sum for any expense or cost
whatsoever incurred by Consultant in rendering services pursuant to this Agreement. City
shall make no payment for any extra, further, or additional service pursuant to this
Agreement.
In no event shall Consultant submit any invoice for an amount in excess of the
maximum amount of compensation provided above either for a task or for the entire
Agreement, unless the Agreement is modified prior to the submission of such an invoice by
a properly executed change order or amendment.
2.5 Hourlv Fees. Fees for work performed by Consultant on an hourly basis shall not
exceed the amounts shown on Exhibit B.
2.6 Reimbursable Expenses. . Reimbursable expenses are specified in Exhibit B.
2.7 Payment of Taxes. Consultant is soleiy responsible for the payment of
employment taxes incurred under this Agreement and any similar federal or state taxes.
2.8. Payment upon Termination. In the event that the City or Consultant terminates
this Agreement pursuant to Section 8, the City shall compensate the Consultant for all
outstanding costs and reimbursable expenses incurred for work satisfactorily completed as
of the date of written notice of termination. Consultant shall maintain adequate logs and
timesheets in order to verify costs incurred to that date.
2.9 Authorization to Perform Services. The Consultant is not authorized to perform
any services or incur any costs whatsoever under the terms of this Agreement until receipt
of authorization from the Contract Administrator.
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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
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Consulting Services Ag~ment between
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March 2005
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any direct expense, including but not limited to computer, long-distance telephone or other
communication charges, vehicles, and reproduction facilities.
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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 pe~ons 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 untii 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 empioyed directly or indirectly by Consultant. The Statutory
Workers' Compensation Insurance and Employer'sLiabiiity Insurance shall be provided
with limits of not less than ONE MilLION DOLLARS ($1,000,000.00) per accident. In the
aiternative, Consultant may rely on a self-insurance program to meet those requirements,
but only if the program of self·insuranœ complies fully with the provisions of the Califomia
labor Code. Determination of whether a self"insurance program meets the standards of
the labor Code shall be solely in the discretion of the Contract Administrator. The insurer,
if insurance is provided, or the Consultant, if a program of self-insurance is provided, shall
waive all rights of subrogation against the City and its officers, officials, employees, and
volunteers for loss arising from work performed under this Agreement.
An endorsement shall state that coverage shall not be canceled except after thirty
(30) days prior written notice by certified mail, return receipt requested, has been given to
the City. Consultant shall notify City within 14 days of notification from Consultant's insurer
if such coverage is suspended, voided or reduced in coverage or in limits.
4.2 Commercial General and Automobile Liabilitv Insurance.
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4.2.1 General reauirements. Consultant, at its own cost and expense, shall
maintain commercial general and automobile liability insurance for the term of this
Agreement in an amount not less than ONE MilLION DOLLARS ($1,000,000,00) 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
Consulting Services Agreement between
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March 2005
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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.
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4.2.2 Minimum SCODe of Coveraqe. Commercial general coverage shall be at
least as broad as Insurance Services Office Commercial General Liability occurrence form
CG 0001 (ed, 11/88) or Insurance Services Office form number GL 0002 (ed. 1/73)
covering comprehensive General Liability and Insurance Services Office form number GL
0404 covering Broad Form Comprehensive General liability. Automobile coverage shall
be at least as broad as Insurance Services Office Automobile Liability Form CA 0001 (ed.
12/90) Code 8 and 9 ('any auto"). Np 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 additional insureds with respect to each of the following: liability arising out of
activities performed by or on behalf of Consultant, including the insured's general
supervision of Consultant; products and completed operations of Consultant; premises
owned, occupied, or used by Consultant; and automobiles owned, leased, or used by the
Consultant. The coverage shall contain no special limitations on the scope of protection
afforded to City or its officers, employees, agents, or volunteers.
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b. The insurance shall cover on an occurrence or an accident basis,
and not on a claims-made basis.
c, An endorsement must state that coverage is primary insurance
with respect to the City and its officers, officials, employees and volunteers, and that no
insurance or self-insurance maintained by the City shall be called upon to contribute to a
loss under the coverage.
d. Any failure of CONSULTANT to comply with reporting provisions
of the policy shall not affect coverage provided to CITY and its officers, employees, agents,
and volunteers,
e, An endorsement shall state that coverage shall not be canceled
except after thirty (30) days prior written notice by certified mail, return receipt requested,
has been given to the City. Consultant shall notify City within 14 days of notification from
Consultant's insurer if such coverage is suspended, voided or reduced in coverage or in
limits.
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
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Consulting Services Agreement between
City of Dublin and Kleinfelder, Inc
March 2005
Page 5 of 15
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licensed professionals performing work pursuant to this Agreement in an amount not less
than ONE MILLION DOLLARS ($1,000,000) covering the licensed professionals' errors
and omissions.
4.3.1 Any çleductible or self-insured retention shall not exceed $150,000 per
claim,
4.3.2 An endorsement shall state that coverage shall not be suspended, voided,
canceled by either party, reduced in coverage or in limits, except after thirty (30) days prior
written notice by certified mail, return receipt requested, has been given to the City.
4.3.3 The policy must contain a cross liability or severability of interest clause.
4.3,4 The following provisions shall apply if the professional liability coverages
are written on a claims-made form:
a, The retroactive date of the policy must be shown and must be
before the date of the Agreement.
b. Insurance must be maintained and evidence of insurance must be
provided for at least five years after completion of the Agreement or the work, so long as
commercially available at reasonable rates.
C, . If coverage is canceled or not renewed and it is not replaced with
another claims-made policy form with a retroactive date that precedes the date of this
Agreement, Consultant must provide extended reporting coverage for a minimum of five
years after completion of the Agreement or the work. The City shall have the right to
exercise, at the Consultant's soie c:ost 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 iess than A:VIL
4.4.2 Verification of coveraqe, Prior to beginning any work under this
Agreement, Consultant shall furnish City with certificates of insuranc:e 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 ths right to require complete, certified copies of
all required insurance policies, at any time.
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Consulting Services Agreement between
City of Dublin and Kleinfelder, Inc
March 2005
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4.4.3 Subcontractors. Consultant shall include all subcontractors as insureds
under its policies or shallfumish separate certificates and endorsements for each
subcontractor. All coverages for subcontractors shall be subject to all of the requirements
stated herein.
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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 othelWise
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, ciaim 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;
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· Order Consultant to stop work under this Agreement or withhoid any payment that
becomes due to Consultant hereunder, or both stop work and withhoid any payment, until
Consultant demonstrates compliance with the requirements hereof; and/or
· Terminate this Agreement.
Section 5. INDEMNIFICA nON AND CONSULTANT'S RESPONSIBILITIES,
Consultant shall indemnify, defend with counsel selected by the City, and hold harmless
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Consulting Services Agreement between
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March 2005
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the City and its officials, officers, empioyees, 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 vioiation 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 strictiy liable, or by the
quality or character of their work. The foregoing obligation of Consultant shall not apply
when (1) the injury, loss of life, damage to property, or violation of law arises wholly frOm
the negligence or willful misconduct of the City or its officers, employees, agents, or
volunteers and (2) the actions of Consultant or its employees, subcontractor, or agents
have contributed in no part to the injury, loss of life, damage to property, or violation of law,
It is understood that the duty of Consultant to indemnify and hold harmless includes the
duty to defend as set forth in Section 2778 of the 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.
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Section 6.
STATUS OF CONSULTANT.
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6.1 Independent Contractor. At all times during the term of this Agreement,
Consultant shall be an independent contractor and shall not be an employee of City. City
shall have the right to control Consultant only insofar as the results of Consultant's
services rendered pursuant to this Agreement and assignment of personnel pursuant to
Subparagraph 1.3; however, otherwise City shall not have the right to control the means by
which Consultant accomplishes services rendered pursuant to this Agreement.
Notwithstanding any other City, state. or federai 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 PubiicEmployees
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. .
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March 2005
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6.2 Consultant No AClant. Except as City may specify in writing, Consultant shall
have no authority, express or implied, to act on behalf of City in any capacity whatsoever
as an agent. Consuitant shall have no authority, express or implied, pursuant to this
Agreement to bind City to any obligation whatsoever.
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Section 7,
LEGAL REQUIREMENTS.
7.1 GovarninQ Law. The laws of the State of California shall govern this Agreement.
7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall
comply with all laws applicable to the perfonnance of the work hereunder.
7.3 other Governmental ReQulations. To the extent that this Agreement may be
funded by fiscal assistance from another governmental entity, Consultant and any
subcontractors shali 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, pannits,
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 tenn of this Agreement any licenses, parmits, and approvais that are
legally required to practice their respective professions. In addition to the foregoing,
Consultant and any subcontractors shall obtain and maintain during the tenn ofthis
Agreement valid Business Licenses from City.
7.5 Nondiscrimination and EQual Opportunltv. 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
obiigations required of Consultant thereby.
Consultant shall include the provisions of this Subsection in any subcontract approved by
the Contract Administrator or this Agreement.
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Section 8.
TERMINATION AND MODIFICATION,
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March 2005
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8.1 Termination. City may cancel this Agreement at any time and without cause
upon written nomication to Consultant.
Consultant may cancel t~is Agreement upon 7 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'Consultantor
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 Consuitant 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 contempiated 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 otthis 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 shali included, but not be limited to, the
following:
8.6.1 Immediately terminate the Agreement;
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City of Dublin and Kleinfelder, Inc
March 2005
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8.6.2 Retain the plans, specifications, drawings, reports, design documents, and
any other work product prepared by Consultant pursuant to this Agreement;
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8.6.3 Retain a different consultant to complete the work described in Exhibit A
not finished by Consultant; or
8.6.4 Charge Consultant the difference between the cost to complete the work
described in Exhibit A that is unfinished at the time of breach and the amount that City
would have paid Consultant pursuant to Section 2 if Consultant had completed the work.
Section 9.
KEEPING AND STATUS OF RECORDS.
9.1 Records Created as Part of Consultant's Performance. All reports, data,
maps, models, charts, studies, surveys, photographs, memoranda, plans, studies,
specifications, records, files, or any other documents or materials, in electronic or any
other form, that Consultant prepares or obtains pursuant to this Agreement and that relate
to the matters covered hereunder shall be the property of the City. Consultant hereby
agrees to deliver those documents to the City upon termination of the Agreement. It is
understood and agreed that the documents and other materials, including but not limited to
those described above, prepared pursuant to this Agreement are prepared specifically for
the City and are not necessarily suitable for any future or other use. City and Consultant
agree that, until final approval by City, all data, plans, specifications, reports and other
documents are confidential and will not be released to third parties without prior written
consent of both partie$.
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 lime during reguiar 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 shail 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 alter final payment under the Agreement.
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Section 10
MISCELLANEOUS PROVISIONS,
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Consulting Services Agreement between
City of Dublin and Kleinfelder, Inc
March 2005
Page 11 of 15
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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,
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 Alameda or in the United States District Court for
the Northern District of California.
10.3 Severability. if a court of competent jurisdiction finds or rules that any provision
of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not
so adjudged shall remain in full force and effect. The invalidity in whole or in part of any
provision of this Agreement shall not void or affect the validity of any other provision of this
Agreement.
10,4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of
this Agreement does not constitute a waivèr 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 shail 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 Sectio¡:¡s 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
Govemment 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
lø~17
Consulting Services Agreement between
City of Dublin and Kleinfelder, inc
March 2005
Page 12 of 15
¡YQ)7
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 notto solicit business at any meeting, focus
group; or interview related to this Agreement, either orally or through any written materials.
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10.9 Contract Administration. This Agreement shall be administered by, Herma
Lichtenstein ("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:
Kleinfelder, Inc.
7133 KolI Center Parkway, Suite 100
Pleasanton, Califomia 94566
Attention: Sadek Derrega, Senior Engineering Geologist
Any written notice to City shall be sent to:
City of Dublin
100 Civic Plaza
Dublin, California 94568
Attention: Herma Lichtenstein, Parks & Facilities Development Manager
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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.
.
Seai 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 Consuitant and supersedes all prior negotiations, representations, or agreements,
either written or oral.
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Consulting Services Agreement between
City of Dublin and Kleinfelder, Inc
March 2005
Page 130f15
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CITY OF DUBLIN
CONSULTANT
Janet Lockhart, Mayor
Bay Area Regional Manager
Attest:
Kay Keck, City Clerk
Approved as to Form:
Elizabeth Silver, City Attorney
J:lwpdlFORMSIAGR!':\standard ænsullanl services og""'"",nl-2oo1.000
Consulting Services Agreement between
City of Dublin and Kleinfelder, Inc
1~17
March 2005
Page 14 of 15
EXHIBIT A
SCOPE OF SERVICES
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This proposal is primarily intended for the earthwork phase at this site, We have not þeen
provided with construction plans that delineate the site utility trenches or proposed
structures. We will present you with a separate proposal for the needed geotechnical and
materials observation and testing services during utility, street pavement, and foundation
construction.
The total compensation for the scope of services will be a not to exceed sum of $45,990.
The scope of Consultant's services will include the following tasks:
SCOPE OF SERVICES AND ESTIMATE OF FEES
We anticipate our services to include, but DOt be limited to:
Scope Item
Task
1. Geotechnical review of the grading plans and details.
2. Full-time observation and compaction testing during grading
activities (45 visits of9-hours each by a soils technician and
including vehicle usage and nuclear gauge).
3. Grading oversight (estimate 9 visits of2 hours each by a
Certified Engineering Geologist).
4. Laboratory testing (assuming 5 ASTM D-1557 maximum
density determination tests).
5. Engineering consultations, project management, and
attendance at 2 meetings.
6. Preparation and presentation of a final, as-built report
summarizing our observation and compaction testing services.
ESTIMATED FEES
Estimated Fees
$ 1,000
$ 35,640 e
$ 2,900
$ 950
$ 3,000
$ 2,500
$45,990
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Consulting Services Agreement between
City of Dublin and Kleinfelder, Inc--Exhibit B
March 2005
Page 1 of 2
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COMPENSATION SCHEDULE
Classification Annual Rate
Principal Professional $192.00
Senior Project Manager $171.00
Senior Professional $162.00
Project Manager II $151.00
Project Manager I $146,00
Project Professional $140.00
Staff Professional II $129.00
Staff Professional I $120.00
Professional II $110.00
Professional I $100,00
CADD Operator $95.00
Supervisory Technician $96.00
Draftsperson $78.00
Senior T echnidan $98.00
Technician III $88.00
e Technician II $78,00
Technidan I $73.00
AdministrativelWord Processor $70.00
Outside Services Cost + 15%
Mileage $0.58/mile
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March 2005
Page 2 of 2
Consulting Services Agreement between
City of Dublin and Klelnfelder, Inc--Exhibit B