HomeMy WebLinkAbout4.05 Building Mgmt StudyCITY CLERK
File # Elhlnn-mla
AGENDA STATEMENT
CITY COUNCIL MEETING DATE: February 19, 2008
SUBJECT: Amendment No. 2 to Consulting Agreement with The Zahn Group,
Inc., to Perform a Building Management Study
Report Prepared by: Melissa Morton, Public Works Director
ATTACHMENTS: 1) Resolution amending agreement, together with Exhibit "A,"
Amendment to the Agreement
2) Original Agreement dated October 3, 2006
3) Amendment Extending Agreement to December 31, 2007
RECOMMENDATION: GZ**�Adopt the resolution approving the amendment to the Consulting
Services Agreement with The Zahn Group, Inc.
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FINANCIAL STATEMENT: Under the original Agreement, The Zahn Group, Inc., would be paid
$125,355.00 to perform the Building Management Study. This
amendment is to extend the length of the contract only.
DESCRIPTION: On October 3, 2006, the City of Dublin entered into a Consulting
Services Agreement with The Zahn Group, Inc., to undertake a Building Management Study that would
encompass the City's building facilities. The City currently operates and maintains the Civic Center,
Library, Senior Center, Heritage Center, three fire stations, a Corporation Yard, Swim Center and
numerous public restrooms situated in City Parks. Construction has also begun to replace the Shannon
Community Center. In addition, future building projects will include a new Community Center,
Recreation Center, and Aquatic Complex at Emerald Glen Park
The Building Management Study has three goals:
1) Establish accepted standards for the City's facilities, and identify and analyze deficiencies/needs,
which will then be rated for priority, and cost estimates provided for necessary improvements;
2) Existing maintenance frequencies and practices will be analyzed and recommendations provided
for improvement, when necessary; and
COPY TO: John Crosswhite, The Zahn Group, Inc.
Page 1 of 2 ��
ITEM NO.
GACIP\Building Management Study\agst amendmen 2 to Zahn agmt.doc I
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3) A lIfe cycle analysis wIll be conducted on all major bUIldIng systems and appropnate set-asIdes
establtshed for the CIty'S Internal ServIce Fund
It was ongmally estImated that the final report for the Study would be completed by the end of FIscal Year
2006-2007 However, establIshmg the baseline condition for the bUIldmgs, assessmg bUIldmg condItIon
agaInst that standard and preparatIOn of all of the finanCial mformatlOn has taken more tIme than was
ongmally anticipated
It is proposed to extend the term of the Agreement with The Zahn Group, Inc, untIl June 30, 2008, to
allow for the completIon of the BUlldmg Management Study Staff therefore recommends that the CIty
Council adopt the ResolutlOn approvmg Amendment No 2 to the ConsultIng Services Agreement wIth
The Zahn Group, Inc
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RESOLUTION NO ~ 08
A RESOLUTION OlF THE CITY COUNCIL
OlF THE CITY OlF DUBLIN
* * ****** **** ***** * ****
APPROVING AMENDMENT NO 2 TO THE CONSULTING SERVICES AGREEMENT
WITH THlE ZAHN GROUP, INC , lFOR THE BUILDING MANAGEMENT STUDY
WHEREAS, the City operates and mamtams several CIVIC bUIldmgs and mtends to construct
additIOnal bmldmg faclhties In the future, and
WHEREAS, the CIty CounCIl approved a CapItal Improvement Project for Fiscal Year 2006-
2007 to perform a Bmldmg Management Study to assess the current and future mamtenance and repalf
needs for City faCIlItIes, and
WHEREAS, on October 3, 2006, the CIty entered mto a Consultmg ServIces Agreement wIth
The Zahn Group, Inc, to perform the Bmldmg Management Study, and
WHEREAS, the CIty extended the term of the Consultmg ServIces Agreement wIth The Zahn
Group, Inc, to December 31,2007,
WHEREAS, the CIty wishes to extend the term of the Consultmg Services Agreement further
wIth the Zahn Group, Inc , to enable the completiOn of the Bmldmg Management Study to June 30,2008,
NOW, THERElFORE, BE 1[1' RESOLVEIIl that the City Council of the CIty of DublIn does
hereby approve Amendment No 2 to the Agreement wIth The Zahn Group, Inc , for consultmg services
related to performance of the BUilding Management Study
BE [1' FURTHER RESOLVED that the Mayor IS authonzed to execute the Amendment,
attached hereto as ExhIblt "A "
PASSEIIl, APPROVED AND ADOPTED thIS 19th day of February, 2008
AYES
NOES
ABSENT
ABSTAINING
Mayor
ATTEST
City Clerk
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G I CfPIBu,ldmg Managemenl Srud) lreso ZllhnGroup amendmem no 2 doc
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EXHlfllur "A" OF RESOLUTION -08
AMENDMENT NO 2 TO AGREEMENT
BETWEEN CiTY OlF DUBLIN AND THE ZAHN GROUP, INC ,
FOR CONSULTING SERVICES TO PERFORM THE
BUILDING MANAGEMENT STUDY
WHEREAS, the City of DublIn (heremafter referred to as "CITY") and The Zahn Group,
Ine (heremafter referred to as "CONSULTANT"), entered mto an agreement on October 3, 2007, to
provIde consultmg servIces to CITY for the Bmldmg Management Study (Project), and
WHEREAS, the agreement was amended on October 2, 2007, to extend the term of the
agreement to December 31,2007, and
WHEREAS, establIshIng the baselme condItIon for the bmldmgs, assessmg bmldmg
conditIOn agamst that standard and preparalion of all of the financial mformatlOn has taken more tIme than
was ongmaHy antIcIpated, and
WHEREAS, an amendment to the amended term of the Agreement IS In order to complete
the final report for the CIty of Dub 1m's Project,
NOW, THERElFORE, the partIes hereto agree as follows
ExtenSion of Term of A2Teement
The term of the Agreement shall be extended from December 31,2007 to June 30, 2008
CITY OF DUBLIN
Mayor
ATTEST
CIty Clerk
Date
G \ClPIBUlldmg Managemenl StudylAMENDMENT NO 2 DOC
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To the Resolution
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CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF DUBLIN AND THE ZAHN GROUP, INC
THIS AGREEMENT forconsuftlng services IS made by and between the CITY OF DUBLIN ("City")
and The Zahn Group, Inc ("Consultant") as of October 3, 2006
Section 1 SERVICES Subject to the terms and conditions set forth In thiS Agreement, Consultant
shall provide to City the services described In the Scope of Work attached as Exhibit A at the time and
place and In the manner specified therem In the event of a conflict In or inconsIstency between the terms
of thiS Agreement and Exhibit A, the Agreement shall prevail
11 Term of Services The term 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 nght to termmate 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 accordmg 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 practlcmg In Consultant's profession
1 3 AsslQnment 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 dunng the term of thiS Agreement, desires the reassignment of any such persons,
Consultant shall, Immediately upon receiving notice from City of such desire of City,
reassign such person or persons
1 4 Time Consultant shall devote such time to the performance of servIces pursuant to
thiS Agreement as may be reasonably necessary to meet the standard of performance
provided In Section 11 above and to satisfy Consultant's oblIgations hereunder
Consultant shall not be responsible for delays beyond Consultant's reasonable control
Section 2 COMPENSATION City hereby agrees to pay Consultant a sum not to exceed One
Hundred Twenty-Five Thousand, Three Hundred Fifty FIVe Dollars and No Cents ($125,355 aD),
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 confhct between thiS
Agreement and Consultant's proposal, attached as Exhibit A, regardmg the amount of compensation, the
Agreement shall prevail City shall pay Consultant for services rendered pursuant to thiS Agreement at the
time and In the manner set forth herein The payments speCified below shall be the only payments from
City to Consultant for services rendered pursuant to thiS Agreement Consultant shaH submit all InVOices to
Consulting Services Agreement between
City of Dublin and The Zahn Group, Inc
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CIty In the manner specIfied herem Except as specifically authorized by City, Consultant shall not bill City
for duplicate services performed by more than one person
Consultant and City acknowledge and agree that compensation paid by City to Consultant under thIs
Agreement IS based upon Consultant's estimated costs of providing the services reqUired hereunder,
Including salaries and benefits of employees and subcontractors of Consultant Consequently, the parties
further agree that compensation hereunder IS Intended to Include the costs of contnbutlons 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 contnbutlons beyond compensation required under this Agreement
21 Invoices Consultant shall submit inVOICeS, not more often than once a month dunng 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 numencalldentlficatlon, with no duplication of numbering,
a The beginning and ending dates of the billing penod,
a A Task Summary containing the onglnal contract amount, the amount of pnor
bIllings, the total due this penod, the balance available under the Agreement, and
the percentage of completlon,
a At City's option, for each work Item In each task, a copy of the applicable tlme
entnes or time sheets shall be submitted showing the name of the person dOing
the work, the hours spent by each person, a brief descnptlon of the work, and
each reimbursable expense,
c The total number of hours of work performed under the Agreement by Consultant
and each employee, agent, and subcontractor of Consultant performing services
hereunder, as well as a separate notice when the total number of hours of work by
Consultant and any IndiVidual employee, agent, or subcontractor of Consultant
reaches or exceeds 800 hours, which shall Include an estimate of the time
necessary to complete the work descnbed In Exhibit A,
a The Consultant's signature
22 Month Iv Payment City shall make monthly payments, based on inVOIceS received, for
services satlsfactonly performed, and for authOrized reimbursable costs Incurred City
shall have 30 days from the receipt of an InVOIce that complies With all of the reqUirements
above to pay Consultant
23 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 rendenng 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 mvolce 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 pnor 10 the submiSSion of such an rnvorce by a properly
executed change order or amendment
Consultrng ServIces Agreement between
City of Dublrn and The Zahn Group, Inc
October 3,2006
Page 2 of 14
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24 Hourlv Fees Fees for work performed by Consultant on an hourly basIs shall not exceed
the amounts shown on the compensallon schedule attached hereto as ExhibIt B
25 Reimbursable Expenses Reimbursable expenses are Included In the total amount of
compensation provided under this Agreement that shall not be exceeded
26 Payment of Taxes Consultant IS solely responsible for the payment of employment taxes
Incurred under this Agreement and any similar federal or slate taxes
27 Payment upon Termmatlon In the event that the City or Consultant terminates this
Agreement pursuant to Section a, 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 termlnatlon Consultant shall maintain adequate logs
and tlmesheets In order to venfy costs Incurred to that date
2 B 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
authonzatlon from the Contract Administrator
Section 3 FACILITIES AND EQUIPMENT Except as set forth herein, Consultant shall, at Its sole
cost and expense, provide all facIlitIes and equipment that may be necessary to perform the services
reqUired by thIs Agreement City shall make available to Consultant only the facIlitIes and equipment listed
In this section, and only under the terms and conditions set forth herein
City shall furnish physIcal facIlitIes such as desks, filmg 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 furnlshmg those facIlities
shall be In the sole discretion of CIty In no event shall City be obligated to furnish any faclllty that may
Involve incurring any dIrect expense, Including but not limited to computer, long.dlstance 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 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 satlsfactory to City of such Insurance that meets the reqUirements of this
section and under forms of msurance satisfactory In all respects to the City Consultant shall maintain
the Insurance poliCies required by this section throughout the term of this Agreement The cost of such
Insurance shall be Included In the Consultant's bid Consultant shall not allow any subcontractor to
commence work on any subcontract until Consultant has obtained all Insurance reqUired herem 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
Consulting Services Agreement between
City of Dublm and The Zahn Group, Inc
October 3,2006
Page 3 of 14
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41 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 ($1,000,00000) per accident In the alternative,
Consultant may rely on a self Insurance program to meet those requirements, but only If
the program of self-Insurance complies fully with the provIsions of the California Labor
Code Determination of whether a self~lnsurance program meets the standards of the
Labor Code shall be solely In the dIScretion of the Contract Administrator The rnsurer, 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 anslng 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 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
42 Commercial General and Automobile Liability Insurance
421 General reQuirements Consultant, at Its own cost and expense, shall maintain
commercial general and automobile liability Insurance for the term of thiS
Agreement In an amount not less than ONE MILLION DOLLARS ($1,000,000 00)
per occurrence, combmed single hmlt coverage for risks associated WIth the work
contemplated by thiS Agreement If a Commercial General Liability Insurance or
an Automobile Liability form or other form With a general aggregate limit IS used,
either the general aggregate limit shall apply separately to the work to be
performed under thiS Agreement or the general aggregate limit shall be at least
twice the reqUired occurrence limit Such coverage shall rnclude but shall not
be limited to, protection against claims anslng 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
422 Minimum scope of covera~e CommercIal general coverage shall be at least
as broad as Insurance Services Office Commercial General LiabIlity occurrence
form CG 0001 (ed 11/88) or I nsurance Services Office form nu m ber GL 0002 (ed
1173) covenng comprehenSive General LIabIlity and Insurance Services Office
form number GL 0404 covenng Broad Form ComprehenSive General Liability
AutomobIle coverage shall be at least as broad as Insurance Services Office
Automobile LIability form CA 0001 (ed 12/90) Code 8 and 9 ("any auto") No
endorsement shall be attached limiting the coverage
423 Additional reQuirements Each of the follOWing shall be Included In the
Insurance coverage or added as an endorsement to the polley
Consultmg Services Agreement between
City of Dublin and The Zahn Group, lnc
October 3,2006
Page 4 of 14
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a City and Its officers, employees, agents, and volunteers shall be covered
as additional Insureds with respect to each of the following lIabllltyanslng
out of actlvltles performed by or on behalf of Consultant, Including the
Insured's general supervision of Consultant, products and completed
operations of Consultant, premises owned, occupied, or used by
Consultant, and automobiles owned, leased, or used by the Consultant
The coverage shall contain no special limitations on the scope of
protection afforded to City or Its officers, employees, agents, or
volunteers
b The Insurance shall cover on an occurrence or an accident baSIS, and not
on a claims-made baSIS
c An endorsement must state that coverage IS pnmary 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 contnbute 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' pnor wntten notice by certified mal), return receipt
requested, has been given to the City Consultant shall notify City WIthin
14 days of nolJficatlon from Consultant's Insurer If such coverage IS
suspended, VOided or reduced In coverage or In limits
43 ProfeSSional Liability Insurance Consultant, at Its own cost and expense, shall
maintain for the penod covered by this Agreement professional liability Insurance for
licensed profeSSionals performing work pursuant to this Agreement In an amount not
less than ON E M ILL! ON DOLLARS ($1 ,000,000) covering the licensed profeSSionals'
errors and omissions
43 1 Any deductible or self-Insured retention shall not exceed $150,000 per claIm
432 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' pnor wntten notice by certified mall, return receipt requested, has been given
to the City
433 The follOWing proVIsIons shall apply If the professional liability coverages are
wntten on a claims-made form
Consulting Services Agreement between
CIty of Dublin and The Zahn Group, lnc
October 3,2006
Page 5 of 14
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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 sole cost and
expense, any extended reportmg 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
44 All PoliCies Reaulrements
441 Acceptability of Insurers All Insurance required by thiS section IS to be placed
with Insurers with a Bests' rating of no less than A VII
442 Verification of coveraae Prior to begmmng any work under thiS Agreement,
Consultant shall furnish City with certificates of msurance and with anginal
endorsements effecting coverage required herein The certificates and
endorsements for each msurance policy are to be sIgned by a person authorized
by that Insurer to bind coverage on Its behalf The City reserves the nght to
requIre complete, certified copIes of all reqUired msurance poliCies, at any time
443 Subcontractors Consultant shall Include all subcontractors as Insureds under
ItS poliCies or shall furmsh separate certIficates and endorsements for each
subcontractor All coverages for subcontractors shall be subject to all of the
reqUirements stated herem
444 Variation The CIty may approve a vanatlon In the foregoing msurance
reqUirements, upon a determination that the coverages, scope, limits, and forms
of such Insurance are either not commercially available, or that the City's mterests
are othelWlse fully protected
445 Deductlbles and Self..lnsured Retentions Consultant shall disclose to and
obtain the approval of City for the self-msured retentions and deductlbles before
begmnlng any of the services or work called for by any term of thiS Agreement
Consulting ServIces Agreement between
City of Dublm and The Zahn Group, Inc
October 3,2006
Page 6 of 14
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Dunng the penod covered by this Agreement, only upon the pnor express wntten
authonzatlon of Contract Administrator, Consultant may Increase such deductlbles
or self-Insured retentions with respect to City, ItS officers, employees, agents, and
volunteers The Contract Administrator may condition approval of an Increase In
deductible or self-Insured retention levels with a reqUirement that Consultant
procure a bond, guaranteeing payment of losses and related inVestigations, claim
administration, and defense expenses that IS satisfactory In all respects to each of
them
4 4 6 Notice of Reduction In Coveraae In the event that any coverage reqUired
by this section IS reduced, limited, or matenally affected In any other manner,
Consultant shall proVide wntten 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 falls 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
o Obtain such Insurance and deduct and retain the amount of the premiums for such
Insurance from any sums due under the Agreement,
o Order Consultant to stop work under this Agreement or withhold any payment that
becomes due to Consultant hereunder, or both stop work and withhold any payment,
until Consultant demonstrates compliance with the requirements hereof, and/or
[] Terminate this Agreement
Section 5 INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES Consultant shall
indemnify defend with counsel acceptable to City, and hold harmless City and ItS officers, offiCials,
employees, agents and volunteers from and against any and all liability, loss, damage, claims, expenses
and costs (Including, Without limitation, attorney's fees and costs and fees of litigation) (collectively,
"Liability") of every nature anslng out of or In connection With Consultant's performance of the Services or
Its failure to comply With any of ItS obligations contained In thiS Agreement, except such Liability caused by
the sole negligence or willful misconduct of City
The Consultant's obligatIon to defend and indemnify shall not be excused because of the Consultant's
inability to evaluate Liability or because the Consultant evaluates Liability and determines that the
Consultant IS not liable to the claimant The Consultant must respond Within 30 days to the tender of any
claim for defense and Indemnity by the City, unless thiS time has been extended by the Town If the
Consultant falls to accept or reject a tender of defense and indemnity WIthin 30 days, In addition to any
other remedy authonzed by law, so much of the money due the Consultant under and by virtue of thiS
Consulting Services Agreement between
City of Dublin and The Zahn Group, lnc
October 3, 2006
Page 7 of 14
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Agreement as shall reasonably be consIdered necessary by the City, may be retained by the City until
dISposition has been made of the claim or SUit for damages, or until the Consultant accepts or rejects the
tender of defense, whichever occurs first
With respect to third party claims against the Consultant, the Consultant waives any and all rights of any
type to express or Implied Indemnity against the lndemmtees
However, notwlthstandmg the foregomg, 10 accordance with California CIvil Code Section 1668, nothing In
this Agreement shall be construed to exempt the City from Its own fraud, willful Injury to the person or
property of another, or violation of law In addition, and notwlthstandmg the forgoing, to the extent this
Agreement IS a "construction contract" as defined by CalIfornia CIvil Code section 2783, as may be
amended from time to time, such duties of Consultant to Indemmfy shall not apply when to do so would be
prohibited by California CIvil Code Section 2782
In the event that Consultant or any employee, agent, or subcontractor of Consultant provldmg services
under this Agreement IS determined by a court of competent JUrisdiction or the California Public Employees
RetIrement System (PERS) to be eligible for enrollment In PERS as an employee of CIty, Consultant shall
indemnify, defend, and hold harmless CIty for the payment of any employee and/or employer contributions
for PERS benefits on behalf of Consultant or Its employees, agents, or subcontractors, as well as for the
payment of any penalties and Interest on such contributions, whIch would otherwIse be the responsibility of
CIty
Section 6 STATUS OF CONSULTANT
6 1 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 nght to control the means by which Consultant
accomplishes servIces rendered pursuant to thIs Agreement NotWithstanding any other
City, state, or federal policy, rule, regulation, law, or ordmance to the contrary, Consultant
and any of Its employees, agents, and subcontractors providing services under thiS
Agreement shall not quahfy for or become entitled to, and hereby agree to waive any and
all claims to, any compensatIOn, benefit, or any inCIdent of employment by City, Including
but not limited to eligibility to enroll In the California Public Employees Rettrement System
(PERS) as an employee of City and entitlement to any contribution to be paid by City for
employer contf/butlons and/or employee contributions for PERS benefits
62 Consultant No Aaent Except as City may specify m wntmg, Consultant shall have no
authOrity, express or Implied, to act on behalf of City In any capacity whatsoever as an
agent Consultant shall have no authoflty, express or Implied, pursuant to thiS Agreement
to bind City to any obhgallon whatsoever
Consultmg Services Agreement between
City of Dublin and The Zahn Group, Inc
October 3,2006
Page 8 of 14
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Section 7 LEGAL REQUIREMENTS
7 1 Governma 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 performance of the work hereunder
73 Other Governmental Reaulatlons To the extent that this Agreement may be funded
by fiscal assIstance from another governmental entity, Consultant and any subcontractors
shall comply with all applIcable rules and regulations to which City IS bound by the terms of
such fiscal assIstance program
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 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 dunng 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 dunng the term
of this Agreement valid Business Licenses from City
75 NondlSCrlmmatlon and Eaual OpportUnity Consultant shall not dlscnmlnate, on the
basIs of a person's race, religion, color, national ongln, age, physical or mental handicap
or disability, mecllcal condition, mantal status, sex, or sexual onentatlon, 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 nondlscnmlnatlon In
employment, contractmg, and the proVIsion of any services that are the subject of thiS
Agreement, mcludlng but not limited to the satisfaction of any pOSitive obligations reqUired
of Consultant thereby
Consultant shall Include the proVIsions of thiS Subsection In any subcontract approved by
the Contract Administrator or thiS Agreement
Consultmg Services Agreement between
City of Dublin and The Zahn Group, Inc
October 3, 2006
Page 9 of 14
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Section 8
TERMINATION AND MODIFICATION
81
Termmatlon City may cancel this Agreement at any time and without cause upon wntten
notification to Consultant
Consultant may cancel this Agreement upon thirty (30) days' wntten 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 delivenng to City any or all documents, photographs,
computer software, Video and audiO tapes, and other matenals 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 wntten 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 authonzed by the Contract Administrator, City shall have
no obligation to reimburse Consultant for any otherwise reImbursable expenses Incurred
dunng the extension penod
8 3 Amendments The parties may amend this Agreement only by a wntlng signed by all the
parties
84 Asslanment and Subcontractma 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, expenence, and speCialized
personal knowledge Moreover, a substantial Inducement to City for entenng 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 pnor wntten
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 pnor wntten approval of the Contract Administrator
8 5 Survival All obligations anslng pnor to the termination of thiS Agreement and all
proVIsions of thiS Agreement allocating liability between City and Consultant shall
survive the termination of thiS Agreement
8 6 Options upon Breach bv Consultant If Consultant matenally breaches any of the terms
of thiS Agreement, City's remedies shall Included, but not be limited to, the follOWing
8 6 1 Immediately terminate the Agreement,
Consulting Services Agreement between
City of Dublin and The Zahn Group, Inc
October 3, 2006
Page100f14
) 3~t7<J
8 6 2 Retain the plans, specifications, drawings, reports, design documents, and any
other work product prepared by Consultant pursuant to this Agreement,
8 6 3 Retain a different consultant to complete the work descnbed In Exhibit A not
finished by Consultant, or
8 6 4 Charge Consultant the difference between the cost to complete the work
descnbed 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 matenals, 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 matenals, including but not limited to those descnbed
above, prepared pursuant to this Agreement are prepared specifically for the City and are
not necessanly 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 pnor wntten consent of both
parties
92 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 penod
required by law, from the date of final payment to the Consultant to thiS Agreement
9 3 Inspection and Audit of Records Any records or documents that Section 9 2 of this
Agreement requires Consultant to maintain shall be made available for Inspection, audit,
and/or coPYing at any time dunng regular bUSiness hours, upon oral or wntten request of
the City Under California Government Code Section 85467, If the amount of public funds
expended under thiS Agreement exceeds TEN THOUSAND DOLLARS ($10,000 DO), the
Agreement shall be subject to the examination and audit of the State Auditor, at the
request of City or as part of any audit of the City, for a period of three (3) years after final
payment under the Agreement
Section 10 IVlISCELLANEOUS PROVISIONS
101 Attornevs' Fees If a party to thiS Agreement bnngs any actIon, including an action for
declaratory relief, to enforce or Interpret the proVISion of thiS Agreement, the prevailing
Consultrng Services Agreement between
City of Dublin and The Zahn Group, Inc
October 3,2006
Page 11 of 14
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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
102 Venue In the event that either party brings any action against the other under this
Agreement, the parties agree that trial of such action shall be vested exclUSively In the
state courts of California In the County of Alameda or In the United States District Court
for the Northern District of California
10 3 Severability If a court of competent JUriSdiction finds or rules that any proVIsion of thiS
Agreement IS invalid, VOid, or unenforceable, the provIsions of thiS Agreement not so
adjudged shall remain In full force and effect The invalidity In whole or In part of any
provIsion of thiS Agreement shall not VOid or affect the validity of any other provIsion of
thiS Agreement
104 No Implied Waiver of Breach The waiver of any breach of a specific proVIsion of thiS
Agreement does not constitute a waiver of any other breach of that term or any other term
of thiS Agreement
105 Successors and AsslQns The provIsions of thiS Agreement shall Inure to the benefit of
and shall apply to and bind the successors and assigns of the parties
106 Use of Recycled Products Consultant shall prepare and submit all reports, written
studies and other pnnted matenal on recycled paper to the extent It IS available at equal or
less cost than VIrgin paper
10 7 Conflict of Interest Consultant may serve other clients, but none whose activities
Within the corporate limits of City or whose bUSiness, regardless of location, would place
Consultant In a "conflict of Interest," as that term IS defined In the Political Reform Act,
codified at California Government Code Section 81000 et seq
Consultant shall not employ any City official In the work performed pursuant to thiS
Agreement No officer or employee of City shall have any finanCial Interest In thiS
Agreement that would Violate California Government Code Sections 1090 et seq
Consultant hereby warrants that It IS not now, nor has ,t 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 vlolatton of
Government Code ~1090 et seq , the entire Agreement IS VOid and Consultant Will not be
entttled 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
Consulting Services Agreement between
City of Dublin and The Zahn Group, Inc
October 3,2006
Page 12 of 14
/S~O(\
may be subject to cnmmal prosecution for a violatIon of Government Code 9 1090 and,
If applicable, wIll be disqualified from holding public office In the State of California
108 Solicitation Consultant agrees not to solicit business at any meetmg, focus group, or
interview related to this Agreement, either orally or through any wntten materials
109 Contract Administration ThIs Agreement shall be administered by Melissa Morton,
Public Works Director ("Contract Administrator") All correspondence shall be directed
to or through the Contract Administrator or hiS or her deSignee
1010 Notices Any wntten notice to Consultant shall be sent to
Elyce Zahn, President
The Zahn Group, Inc
11846 Dublm Boulevard
Dublin, CA 94568
Any written notice to City shall be sent to
Melissa Morton
City of Dublin Public Works
100 CIVIC Plaza
Dublin, CA 94568
10 11 Professional Seal Where applicable In the determmation 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 m the
following example
Seal and Signature of RegIstered Professional with
report/deslg n responsIbility
10 12 Intearatlon Th IS Agreement, I nel udmg the scope of work attached hereto and
mcorporated herem as ExhibIt A, represents the entire and mtegrated agreement between
City and Consultant and supersedes all pnor negotiatIons, representations, or agreements,
either wntten or oral
Consultmg Services Agreement between
City of Dublin and The Zahn Group, Inc
October 3,2006
Page 13 of 14
IG~';()
CITY OF DUBLIN
----
Atte~ ~
Fawn Holman, City Clerk
Elyce Zahn, sldent
The Zahn Group, nc
11846 Dublin Boulevard
Dublin) CA 94568
--
Approved as to Form
<!J.'h LIA' _ 7~. f; L
Elizabeth Sliver, City Attorney
G \MISCPROJ\Buildlng Management Sludy\consultll'IQ agreement BUilding Mgt Study laM doc
Consulting Services Agreement between
City of Dublin and The Zahn Group, lnc
October 3, 2006
Page 14 of 14
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EXHIBIT A
SCOPE OF SERVICES
Prerect Obrectlves
o Assess the current condition of facIlities agamst a developed standard
o Augment the current penodlc maintenance of facIlities to Insure cntlcal review
and long term sustalnablllty
o Define the needed financial resources for tImely replacement of major bUilding
systems to Insure the longeVity of the facIlity as a whole
Scope of Services
The consultant's scope of services shall Include but not be limited to the following
1 Work with staff to develop minimum standards for all facilities that mclude
accessibility, safety, effiCient use of resource (I e gas and electnclty,
maintenance and supplies) and usabIlity The report will focus on the followmg
major bUilding system areas
o Structural
o Electncal
o Mechanical Systems (HVAC, etc)
o Plumbing and Fire SuppressIon System
o Food Service Area (If applicable)
o Roofing and Roof Drainage Systems
o Building Extenor Including Lighting
o Doors, Hardware and GlaZing
o Storage Rooms
o Bathrooms
2 Inspect all City facilitIes against the developed standards
3 Develop a list of needed Improvements Includmg costs and project workmg days
to complete The City of Dublin has adopted a LEED Silver Standard for all
Improvements that exceed $2,000,000 While It IS unlikely that any
Improvements to eXisting faCIlities WIll exceed thiS amount Green BUilding
Practices In adherence to the ordinance attached shall be Incorporated
Pnontlze the Improvement list based on the follOWing list of Issues
o Safety/Liability exposure
o Accessibility
o Potential for system faIlure
o RemedIation to eliminate greater cost repair
Consulting Services Agreement between
City of Dublin and The Zahn Group, Inc -Exhibit A
October, 2006
Page 1 of2
fg ~ d \
4 Develop a yearly schedule for Inspection and maintenance for each facility
Compare the report to current operations and periodic maintenance schedules,
and make recommendations for changes and provide the reasoning for the
changes Provide analysIs on the annualized cost of making any recommended
change compared to the long term savings to the system or facility
5 Assess the remaining life span for all major bUilding equipment and systems
Develop a schedule of replacement for all major bUilding systems In each facility
with a replacement cost schedule annualized for use In determIning the annual
set aSide needed In the Internal service fund The financial recommendations
provided as part of thiS study Will take Into account eXisting balances, available
funding and the Inclusion or exclUSion of projects defined In the early phases at
the study The final agreed upon information Will be Incorporated mto the eXisting
JSF for facilities system replacement
6 Provide 6 caples of the study to the City at the 50% and 95% level of completion
for review and amendment
7 Conduct the necessalY meetings with City staff to assess the condition of the
listed facilities for Incorporation Into the report
The follOWing IS the list of facIlities to be analyzed as part of thiS study
CIVIC Center
100 CIVIC Plaza
Public LlbralY
100 CIVIC Plaza
Senior Center
7600 Amador Valley Boulevard
Fire Station 16
7494 Donohue Dnve
Fire Station 17
6200 Madigan Avenue
Fire Station 18
4800 Fallon Road
Heritage Center
6600 Donlon Way
SWim Center
8156 Village Parkway
Park Restrooms
Various Locations
Future Shannon Center *
11600 Shannon Avenue
* Note Assessment for thiS facIlity Will be limited to an assessment at the plans
for purposes of regular maintenance, lite cycle analysIs, and amortized costs for
purposes of establishing the Internal service fund needed for facIlity system
replacement uSing Jlfecycle analysIs
Consulting Services Agreement between
City of Dublin and The Zahn Group, Inc - ExhibIt A
October, 2006
Page 2 of2
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EXHIBIT B
COMPENSATION SCHEDULE
Compensation shall be paid per the attached Fee Schedule(s) entitled, "City of Dublin BUilding
Management Study, Zahn Group Cost Proposal," dated September 12, 2006
Consulting Services Agreement between
City of Dublin and The Zahn Group, Inc --Exhibit B
October 3, 2006
Page 1 of 2
City of Dublin
Building Management Study
Zahn Group Cost Proposal
Date 9/12/06
cJ..o 1 c?l
,
I T"kNJ - .- J Croswhlte ~ 'youngmelSter I - - K Llndorfer - - K f\
E Zahn I
I -
Pro) Mgr / Cost
Acltvlty Description Estimator Semor Analyst I Asst PM Structural AnalysIs Electrical
- Hourly Rates I- 145 00 110 00
8500 165 00 145
r - -
I - - - -
Phase 1 Establish Standards I
f--- - ---- - -- ------ -- -- --
Work With staff to develop minimum standards for all L20
faCilities that mclude accessibility safety effiCIent use
of resources and usability '- -- ----
Phase 2 Condition Assessment
Inspect all City fac.!.I~les Draft and Finalize Report ---- ----
l
- CIVIC Center 24 J 2 I 24 8 2
- - --- --
- Public Library i-- 4 2 4 4 E
--- - - - -
Senior Center 4 2 4 4 E
- --
- Fire Station 16 2 2 2 2 ~
Fire Station 17 2 - -
2 2 2 ~
Fire Station 18 -- - 2 -, -
2 2 2 ~
=--J:lerltage Center 4 2 4 4 I ~
- - - -
SWim Center 4 2 4 4 ~
Future Shannon Center -
8 24 2 ~
I- Draft (50% 95%) and finalize (100%) report - -
66 24 I-~ 32 3
Meet With City Staff - - 36 8 I-- 8 8 E
Phase 3 AnalysIs of BUilding Systems Life Cycle and Values --- --
Develop a list of needed Improvements including costs 48 8 16 2 4
and project working days _to complete - - - --
Phase 4 Develop PeriodiC MaIntenance Recommendations I Schedules I
I Develop a yearly schedule for Inspeclton and I -
maintenance compare to current operaltons / penodic
maintenance schedules make recommendations 16 32 ~
PrOVide annualized cost of making any recommended
change;? __ _
Assess the remaining life span for all major bUilding
equipment and systems Develop schedule and cost
I estimate of replacem~nt _ __ __ _ _ _
PrOVide 6 copies of study to the City at 50% and 95%
com letlon
--- ---
Conduct meetings With City to diSCUSS report findings at
draft and final stages
1
32
16
8
11
1_ - - __-1-_
Sub Total Labor
40 8
312 80 187 - ~
-- 82 11
$121 855_00
$3 500 00
- !.. ---r
$12~355_00 -l- f
- -- ---
Sub-Total Hours
- -- --
Expenses including but not limited to document
re roduct!.on println9 _copies of City reports ~hot~__
I
r
_ Total Pro Eased Fee
EXIHBIl' "A" OF RESOLUTION ~-07
AMENDMENT TO AGREEMENT
BETWEEN CITY OF DUBLIN AND THE ZAHN GROUP, INC ,
FOR CONSULTING SERVICES TO PERFORM THE
BUILDING MANAGEMENT STUDY
07)~;<\
WHEREAS, the CIty of Dubhn (herem after referred to as "CITY") and The Zahn Group,
Inc (heremafter referred to as "CONSULTANT"), entered mto an agreement on October 3, 2007, to
provIde consultmg servIces to CITY for the BUIldmg Management Study (Project), and
WHEREAS, estabhshmg the baselme condItIon for the bUIldmgs, assessmg bmldmg
condItIon agamst that standard and preparation of all of the financial mformatIon has taken more tIme than
was ongmally antIcipated, and
WHEREAS, an amendment to the ongmal term of the Agreement is m oider to complete
the final report for the CIty ofDubhn's Project,
NOW, THEREFOlRlE, the partIes hereto agree as follows
ExtensIOn of Term of A2reement
The term of the Agreement shall be extended from July 1,2007, to December 31, 2007
~{tw
pvty City Clerk
Date
G \CIP\BUlldmg Management StudylAMI:.NDMENT DOC
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