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HomeMy WebLinkAboutItem 4.06 Maint Yard ImprovmtsorDU~~~ CITnnY CLERK ~~1 File # ^L{Q_I^®'®® ~- ~~ az 2,.30 - ~ ~~'~1rTn,-.r,111~ AGENDA STATEMENT CITY COUNCIL MEETING DATE: May 5, 2009 SUBJECT: Consultant Services for New Dublin Maintenance Yard Facility Improvements Report prepared by Herma Lichtenstein, Parks and Facilities Development Manager ATTACHMENTS: 1. Resolution approving an Agreement with Dahlin Group Architecture Planning. RECOMMENDATION: Adopt Resolution approving an Agreement with Dahlin Group ~~ Architecture and Planning for architectural design services for the Maintenance Yard Facility Improvements. FINANCIAL STATEMENT: The total cost of services is $78,000. Sufficient funds are available to execute the agreement. DESCRIPTION: On April 21, 2009, the City Council appropriated $94,000 to begin design of the improvements necessary to make the new Maintenance Yard Facility functional for City use. Upon approval of the funding for the design Staff solicited a cost proposal for architectural services from the Dahlin Group Architecture Planning. Their proposed scope of services will provide for the detailed design and construction documents necessary to bid and build the proposed improvements. In addition, Dahlin Group Architecture Planning designed the new Shannon Community Center and the award winning Dublin Senior Center for the City and they are familiar with City processes and requirements and can provide the bid documents in a timely manner. As noted at the April 21St meeting, City was required to accept the maintenance facility "as is". The proposed improvements include removing and replacing all exterior metal cladding, including the roof, repairing minor structural issues, upgrading the electrical service, constructing enclosed and secure storage space, and installing a new fence enclosure around the perimeter of the site. These improvements will accommodate Maintenance Staff, equipment and supplies. The total anticipated budget for the Maintenance Yard Facility Improvements CIP (Project No. 93571) is $844,625. COPY TO: Dahlin Group Architecture Planning Page 1 of 2 ITEM NO. ~• ~/ AGREEMENT AND SCOPE OF SERVICES: Attachment 1 is a Resolution approving the Agreement between the City of Dublin and Dahlin Group Architecture Planning. The Consultant Services Agreement is shown as an attachment to the Resolution. Exhibit A contains a detailed scope of work and fee proposal. Following is a summary of the fee proposal. Design Development $23,750 Construction Documents $32,000 Bid and Construction Services $19.750 Total Fixed Fee $75,500 Estimated Reimbursable Expenses $2,500 If the City Council approves the agreement with Dahlin Group Architecture Planning, design would begin immediately. Construction would begin in fall of 2009 and be completed in winter of 2010. RECOMMENDATION: Staff recommends the City Council adopt the Resolution approving the Agreement with Dahlin Group Architecture Planning for architectural design services for the Maintenance Yard Facility Improvements. Page 2 of 2 ~~-.. ~ ~t, RESOLUTION NO. XX-09 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN APPROVING AN AGREEMENT WITH DAHLIN GROUP ARCHITECTURE PLANNING FOR ARCHITECTURAL DESIGN SERVICES FOR THE MAINTENANCE YARD FACILITY IMPROVEMENTS WHEREAS, the City of Dublin has allocated funds for the design of the new Maintenance Yard Facility in the 2008-2013 Capital Improvement Program; and WHEREAS, the City has solicited a request for proposals for Architectural design services for the Maintenance Yard Facility; and WHEREAS, the City received a proposal for Architectural design services, from Dahlin Group Architecture Planning; and WHEREAS, Dahlin Group Architecture Planning has demonstrated adequate ability to perform said Architectural design services in a timely manner; and WHEREAS, consultant is 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 Dahlin Group Architecture Planning, attached hereto. PASSED, APPROVED AND ADOPTED this 5th day of May 2009. AYES: NOES: ABSENT: ABSTAIN: Mayor ATTEST: City Clerk S- 5 -t~ ~1 `-~'- ~ ATTACHMENT 1 tab ?,c~ CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND DAHLIN GROUP, INC. THIS AGREEMENT for consulting services is made by and between the City of Dublin ("City") and Dahlin Group, Inc. ("Consultant") as of May 5, 2009. Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Work attached as Exhibit A at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on the date first noted above and shall end on the date of completion specified in Exhibit A, and Consultant shall complete the work described in Exhibit A prior to that date, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement, as provided for in Section 8. 1.2 Standard of Performance. Consultant shall perform all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Consultant is engaged in the geographical area in which Consultant practices its profession. Consultant shall prepare all work products required by this Agreement in a substantial, first-class manner and shall conform to the standards of quality normally observed by a person practicing in Consultant's profession. 1.3 Assignment 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 °f°ime. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 1.1 above and to satisfy Consultant's obligations hereunder. Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed, $78,000 notwithstanding any contrary indications that may be contained in Consultant's proposal, for services to be performed and reimbursable costs incurred under this Agreement, In the event of a conflict between this Agreement and Consultant's proposal, attached as Exhibit A, regarding the amount of compensation, the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person. Consulting Services Agreement between April 20, 2009 City of Dublin and Dahlin Group, Inc, Page 1 of 13 3~ Consultant and City acknowledge and agree that compensation paid by City to Consultant under this Agreement is based upon Consultant's estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Consultant. Consequently, the parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement. 2.1 Invoices. Consultant shall submit invoices, not more often than once a month during the term of this Agreement, based on the 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; The Consultant's signature. 2.2 Monthly Payment. City shall make monthly payments, based on invoices received, for services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have 30 days from the receipt of an invoice that complies with all of the requirements above to pay Consultant, 2.3 Retention. City shall retain 10% from each progress payment. Upon completion of each phase of work as specified in Exhibit A, Section 24, City shall release the retention for that phase pursuant to this Agreement within sixty (60) days after completion of the services and submittal to City of the final invoice for that phase, if all services required have been satisfactorily performed. 2.~ Total Payment. City shall pay for the services to be rendered by Consultant pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement. In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. J.5 riourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the amounts shown on Exhibit `B'. Consulting Services Agreement between April 20, 2009 City of Dublin and Dahlin Group, Inc. ~ Page 2 of 13 ~~ ~o 2.G Reimbursable Expenses. Reimbursable expenses are included in the total amount of compensation provided under this Agreement that shall not be exceeded without the City's prior approval. 2.7 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. 2.8 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. Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement. City shall make available to Consultant only the facilities and equipment listed in this section, and only under the terms and conditions set forth herein. City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consultant's use while consulting with City employees and reviewing records and the information in possession of the City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be obligated to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long-distance telephone or other communication charges, vehicles, and reproduction facilities. Section ~. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant, at its own cost and expense, shall procure "occurrence coverage" insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant and its agents, representatives, employees, and subcontractors. Consultant shall provide proof satisfactory to City of such insurance that meets the requirements of this section and under forms of insurance satisfactory in all respects to the City. Consultant shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Consultant's bid. Consultant shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s) and provided evidence thereof to City. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. ~.1 yr(orkers' Compensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers' Compensation Insurance and Emp{oyer's Liability Insurance for any and all persons employed directly or indirectly by Consultant. The Statutory Workers' Compensation insurance and F_mployer's Liability Insurance shall be provided with limits of Consulting Services Agreement between April 20, 2009 Ciiy of Dubin and Dahfin Group, Inc. Page 3 of 13 ~ ti. not less than ONE MILLION DOLLARS ($1,000,000.00) per accident. In the alternative, Consultant may rely on aself-insurance program to meet those requirements, but only if fhe program of seif-insurance complies fully with the provisions of the California Labor Code. Determination of whether aself-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator. The insurer, if insurance is provided, or the Consultant, if a program of self-insurance is provided, shall waive all rights of subrogation against the City and its officers, officials, employees, and volunteers for loss arising from work performed under this Agreement. An endorsement shall state that coverage shall not be canceled by either party, except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. Consultant shall notify City, by certified mail, return receipt requested, within 14 days of notification from Consultant's insurer if such coverage is suspended, voided or reduced in coverage or in limits, Furthermore, Consultant shall not on its own initiative seek a reduction in coverage or in limits from its insurer. 4.2 Commercial General and Automobile Liability Insurance. 4.2.1 General requirements. Consultant, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non- owned automobiles. 4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 (ed. 11/88) or Insurance Services Office form number GL 0002 (ed. 1/73) covering comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (ed. 12/90) Code 1 ("any auto"). No endorsement shall be attached limiting the coverage. 4.2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as an endorsement to the policy: Consulting Services Agreement between April 20, 2009 City of Dublin and Dahlin Group, Inc, Page 4 of i 3 ~ w~ a. City and its officers, employees, agents, and volunteers shall be covered as insureds with respect to each of the following: liability arising out of activities performed by or on behalf of Consultant, including the insured's general supervision of Consultant; products and completed operations of Consultant; premises owned, occupied, or used by Consultant; and automobiles owned, leased, or used by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents, or volunteers. The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis. 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 orself-insurance maintained by the City shall be called upon to contribute to a loss under the coverage. Any failure of CONSULTANT to comply with reporting provisions of the policy shall not affect coverage provided to CITY and its officers, employees, agents, and volunteers. e. An endorsement shall state that coverage shall not be canceled by either party, except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. Consultant shall notify City, by certified mail, return receipt requested, within 14 days of notification from Consultant's insurer if such coverage is suspended, voided or reduced in coverage or in limits. Furthermore, Consultant shall not on its own initiative seek a reduction in coverage or in limits from its insurer. For the purposes of Section 4.2.3 of this Agreement, the general contractor selected by CITY to perform the construction of the facilities designed by Consultant pursuant to Exhibit A of this Agreement, and any subcontractors engaged by the general contractor, shall not be considered agents of CITY, ~°t.3 Professional Liability Insurance. Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000) covering the licensed professionals' errors and omissions. 4.3.1 Any deductible orself-insured retention shall not exceed $150,000 per claim. Consulting Serl~ices Agreement between April 20, 2009 City of Dublin and Dahlin Group, Inc, Page 5 of 13 ~~ ~ 4.3.2 An endorsement shall state that coverage shall not be canceled by either party, except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. Consultant shall notify City, by certified mail, return receipt requested, within 14 days of notification from Consultant's insurer if such coverage is suspended, voided or reduced in coverage or in limits, Furthermore, Consultant shall not on its own initiative seek a reduction in coverage or in limits from its insurer, 4.3.3 The following provisions shall apply if the professional liability coverages are written on a claims-made form; The retroactive date of the policy must be shown and must be before the date of the Agreement. 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 reporting provisions of the policy, if the Consultant cancels or does not renew the coverage, A copy of the claim reporting requirements must be submitted to the City prior to the commencement of any work under this Agreement. 4.4 All Policies Requirements. 4.4.1 Acceptability of insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A:VII. 4.4.2 Verification of coverage. Prior to beginning any work under this Agreement, Consultant shall furnish City with certificates of insurance and with original endorsements effecting coverage required herein. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 4.4.3 Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein, except for the amount of Professional Liability Consulting Services Agreement between April 20, 2009 City of Dublin and Dahlin Group, {nc. Page 6 of 13 ~s~ 1A Insurance required in Section 4.3 which shall be ONE MILLION DOLLARS ($1,000,000) for subcontractors. 4.4.4 Variation. The City may approve a variation in the foregoing insurance requirements, upon a determination that the coverages, scope, limits, and forms of such insurance are either not commercially available, or that the City's interests are otherwise fully protected. 4.4.5 Deductibles and Self-Insured 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 orself-insured retentions with respect to City, its officers, employees, agents, and volunteers. The Contract Administrator may condition approval of an increase in deductible orself-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 Coverage. 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. ~_.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Consultant's breach: Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; ® Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; andlor Terminate this Agreement. Section 5. INDEMNIFICATION AND CONSULTANT'S RESFONSIBILiTIES. Consultant shall indemnify, defend with counsel selected by the City, and hold harmless the City and its officials, officers, employees, agents, and volunteers from and against any and all losses, liability, claims, suits, actions, Consulting Services Agreement between April 20, 2009 City of Dublin and Dahlin Group, Inc. Page 7 of 13 ~~ damages, and causes of action arising out of any personal injury, bodily injury, loss of fife, or damage to property, or any violation of any applicable and non-conflicting federal, state, or municipal law or ordinance, to the extent caused, by the willful misconduct or negligent acts or omissions of Consultant or its employees, subcontractors, or agents, by acts for which they could be held strictly liable, or by the negligent 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 to the extent 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. For the purposes of Section 5 of this agreement, the general contractor selected by CITY to perform the construction of the facilities designed by Consultant pursuant to Exhibit A of this Agreement, and any subcontractors engaged by the general contractor, shall not be considered agents 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 right to control the manner and means by which Consultant accomplishes services rendered pursuant to this Agreement. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and a!I claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. Consulting Services Agreement between April 20, 2000 City of Dublin and Dahlin Group, Inc. Page 8 of 13 Boob y~ ~a.~ Consultant No Agent. 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. Consultant shall have no authority, express ar implied, pursuant to this Agreement to bind City to any obligation whatsoever, Section 7. LEGAL REQUIREMENTS. 7.1 Governing 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. 7.3 Other Governmental Regulations. 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, Any requirements will be disclosed to the Consultant prior to execution of this Agreement. 7.~r Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. 7.5 Nondiscrimination and Equal OpportunitLr. Consultant shall not discriminate, on the basis of a person's race, religion, color, national origin, age, physical or mental handicap or disability, medical condition, marital status, sex, or sexual orientation, against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Consultant under this Agreement. Consultant shall comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this Agreement, including but not limited to the satisfaction of any positive obligations required of Consultant thereby. Consultant shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement. Section ~. 'TERMINATION AND MObIFIGATiON. Consulting Services Agreement between April 20, 2009 City of Dublin and Dahlin Group, Inc. Page 9 of 13 ~t~~n ~.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant. Consultant may cancel this Agreement upon 30 days' written notice to City and shall include in such notice the reasons for cancellation. In the event of termination., Consultant shall be entitled to compensation for services performed to the effective date of termination; City, however, may condition payment of such compensation upon Consultant delivering to City any or all documents, photographs, computer software, video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or the City in connection with this Agreement. 8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Consultant understands and agrees that, if City grants such an extension, City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. ~.:~ Amendm~:nts. The parties may amend this Agreement only by a writing signed by all the parties. 8.~ Assignment and Subcontracting, City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant's unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the proposal, without prior written approval of the Contract Administrator. ¢.~ Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement, 3.0 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, City's remedies shall included, but not be limited to, the following: S.a.1 Immediately terminate the Agreement; x.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement; Consulting Services Agreement between April 20, 2009 ~'ity of Dublin and Dahlia Group, Inc, Page 10 of 13 r ~ " 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. ~'.1 E?ecords Created as Part of Consultant's Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Consultant hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties, 9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to the Consultant to this Agreement. S.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, andlor copying at any time during regular business hours, upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of three (3) years after Tina! payment under the Agreement. Section 1G~ MISCELLANEOUS PROVISIONS. 1C.1 Attorne s~ 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 Consulting ~5ervices Agreement between April 20, 2009 City of Dublin and Dahlin Group, Inc. Page 11 of 13 ~~ that party may be entitled. ~fhe court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Alameda or in the United States District Court for the Northern District of California. 10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties. 10.6 Use of Recycled Products. Consultant shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. 10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Consultant in a "conflict of interest," as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq. Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq. Consultant hereby warrants that it is not now, nor has it been in the previous twelve (12) months, an employee, agent, appointee, or official of the City. If Consultant was an employee, agent, appointee, or official of the City in the previous twelve months, Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consultant understands that, if this Agreement is made in violation of Government Code X1090 et.seq., the entire Agreement is void and Consultant will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Consultant will be required to reimburse the City for any sums paid to the Consultant. Consultant understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code § 1090 and, if applicable, will be disqualified from holding public office in the State of California, Consulting Services Agreement between April 20, 2009 Gity of Dublin and Dahlin Group, Inc. Page 12 of 13 ~~" 10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus group, or interview related to this Agreement, either orally or through any written materials. 10.9 Contract Administration. This Agreement shall be administered by Herma Lichtenstein, Parks and Facilities Development Manager ("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee. 10.10 Notices. Any written notice to Consultant shall be sent to: Karl Danielson, Vice President 5865 Owens Drive Pleasanton, CA 94588 Any written notice to City shall be sent to: Herma Lichtenstein, Parks and Facilities Development Manager City of Dublin 100 Civic Plaza Dublin, CA 94568 10.11 Professional Seal. Where applicable in the determination of the contract administrator, the first page of a technical report, first page of design specifications, and each page of construction drawings shall be stamped/sealed and signed by the licensed professional responsible for the repod/design preparation. 10.'i2 Integration. This Agreement, including the scope of work attached hereto and incorporated herein as Exhibit A, represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral. CITY OF DUBLIN 1-im Sbranti, Mayor CONSULTANT Karl Danielson, Vice President Dahlin Group, Inc. ~t ;nest: Caroline Soto, City Clerk Ai:~proved as to Farm: ,John Bakker, City Attorney Consulting Sen~ices Agreement between ~ April 20, 2009 City of Dublin and Dahlin Group, Inc. Page 13 of 13 Ems. EXHIBIT "A" CORPORATION YARD RENOVATIO~d PROJECT Dublin, California 1. PROJECT DESCRIPTION: The project is located at the existing 84 Lumber site on Scarlet Court, Dublin, California. On site, is a single existing pre-engineered metal structure with two adjacent freestanding steel canopies that are to remain. The information contained in this scope of work are provided by the Owner and the written scope of service generated by Endvrcorp, dated March 4, 2009. a. EXISTING PRE-ENGINEERED METAL BUILDING: The existing building structure is to remain as is, and will not be altered, except where required to replace missing or damaged structural elements, and elements required for the support of the exterior building envelope. The Architect will generate CAD based as-built documents of the existing building and site based on the drawings provided by the Owner via email on April 8, 2009, only to the extent required to perform the scope of services indicated. The Architect will perform cursory field reconnaissance to verify overall dimensions and site feature locations only. Detailed as-built documentation will not be generated in this scope of work. It is our understanding that the City will accept replacement and repair "in kind" of the existing structure, and no new lateral analysis is required for permitting and approvals. Lateral analysis of the existing building structure will be provided as an additional service if required. Existing metal siding, metal roofing, and translucent panels will be removed and replaced with new materials. Exterior openings will remain in current locations and minor new work will be performed to replace doors with new materials. The existing perimeter fencing will be removed and replaced with new fencing of two types, "Ameristar" -Gauntlet -impasse high security iron fencing http://www.ameristarfence.com/impasse.htm) along the street, cul-de-sac and BART frontage, and black vinyl coated chain link along the remainder of the property line. A matching, lockable, manual rolling gate will be provided at the driveway entry to the site. Code required accessibility upgrades will be limited to the existing site parking only. We understand that all Interior accessibility upgrades will be the responsibility of the new tenant and are not included in this scope of work. The Architect will include services for exterior code required signage at the revised accessible parking stalls only. All other interior and exterior signage will be provided by the Owner. See attached sketch for anticipated plan layout. b. INTERIOR IMPROVEMENTS: New work on the interior of the existing building will be limited to the construction of new light-guage metal stud framed storage areas at the North side of the existing building per the attached sketch. Interior doors will be solid core wood, laminate faced doors, with standard commercial hardware. c. EXISTING DETACHED STEEL CANOPIES: New work to the existing canopies will be provided in this scope of work. Work will be limited to repainting them in place to match the new siding on the building structure. CorFsulting Services Agreement between City of Dublin and Dahiin Group--Exhibit A Page 1 of 5 l~-~ d. OFF SITE I ROADWAY IMPROVEMENTS: No new work will be done within the existing right of way or adjacent street /court. All work will be confined to the area within the property lines for the site. 2. DESIGN APPROVALS: The Architect will generate exterior elevations of the existing building, illustrating the new roofing and siding, along with one colored elevation for City of Dublin Planning Staff approval. It is assumed that this resurfacing of the existing building will not require formal submittal to the City of Dublin Planning Commission, Parks and Recreation Commission or City Council. Additional graphics generated for formal Commission or Council reviews will be provided as an additional service. 3. CONSULTANT SERVICES: a. The Architect's Scope and Fee includes the services for Architectural, and Structural Engineering based on the written description above. Project Drawings and Book Type Specifications will be generated for this work. b. Fire Protection wil! be provided by the General Contractor on adesign/build basis. c. The Owner shall provide the services for Construction Management, Cost Estimation, Civil, Mechanical, Plumbing, Landscape, Geotechnical, Traffic, and Biological if deemed necessary for the completion of the project. d. Services for other consultants not included in the above scope of work will be mutually agreed to when, and if, they are necessary as additional services. 4. PROJECT REPRESENTATVE: The following individuals are the Owner or representative of the Owner and have the authority to direct the Architect and approve drawings, request changes, and approve additional services: Ms. Herma Lichtenstein 5. GENERAL CONTRACTOR: It is understood that the Owner will distribute the project drawings and specifications to qualified General Contractors to provide bids for completion of the work. The Owner will generate all necessary general conditions of the contract, division one bid documents, and formal Owner-Contractor Contracts far the work to be provided by the General Contractor, 6. ~31DDING SERVICES: The Owner will manage the formal bid process. Architect services for bidding shall be limited to coordination with Owner's representative as questions may arise. The Owner shall review the Construction Documents and approve them for bidding purposes. If the Owner has any questions about the project scope, details, or system assemblies, they will clarify them with the Architect prior to bidding. Consulting Services Agreement between City of Dublin and Dahlin Group--Exhibit A Page 2 of 5 ~-~ ~a 7. CONSTRUCTION ADMINISTRATION SERVICES: The Owner will manage the construction of the project. Architect's services during construction will be limited to the following: 1. Architect will review required project samples and submittals. 2. Architect will respond to General Contractors written RFI's when requested by Owner. 3. Architect will attend the maximum number of meetings indicated below. 8. cJWNER MEETINGS: Architect has allowed for the following meetings with the Owner, (heir representatives, or the Contractor within the fixed fee. Additional meetings requested by the Owner will be provided as an additional service. ^ Design Development -Two (2) p Construction Documents -Two (2) ® Bidding -Zero (0) ^ Construction Administration -Ten (10) 9. Z=EES: Design Development $23,750 Construction Documents $32,000 Bid and Construction Services $19,750 Total Fixed Fee $75,500 Estimated Reimbursable Expenses $2,500 TOTAL FEES $78,000 10. RETAINER: A $5,000 retainer is required to initiate work on this contract. Retainer will be credited to the final invoice. 11. PAYMENTS: Invoices will be monthly based on the percentage completed for each phase. Invoices are due upon presentation. Owner shall review invoices and contact the Architect within seven (7) days, if there are any questions or problems that would delay payment. Invoices become delinquent if not paid within thirty (30) days of the date of invoice. Past due invoices are subiect to a late charge of 1.5% per month and work suspended until payment is received. 12. REIMBURSA~LES: Additional services and reimbursable expenses will be pro~rided per the attached rate schedule. Consulting Services Agreement between City of Dublin and Dahlin Group--Exhibit A Page 3 of 5 6 6d ~ F 13. 'SIC?RK NOT INCLUG.ED: The following services are not included in the project scope and fee. 1. Phased or fast track construction. 2. Cost estimating. 3. Data, AV, PA, telephone. Or other "special" electrical systems. 4, Rendering, models, or graphic presentation. 5. Public presentations or meetings. 6, Entitlement processing. 7. L.E,E.D. certification or sustainable design. 14. REVISIONS: Architectural work that is required to be revised due to changes in scope or program by the Owner, Agency Approval, Owner's Consultants, or General Contractor will be done as an atltlitiona! service on an hourly basis, 15. CONSTRUCTION CHANGES: Architect shall have no liability for any changes from the plans or specifications prepared and issued for construction made by the Owner, the Owner's consultants, or General Contractor during the course of construction, if such changes are made without the prior review and approval of the Architect. Owner agrees to hold Architect harmless from and defend against any lawsuits, claims, or damages of any nature suffered or incurred by Architect as a result of or in connection with any such changes made without the prior consent of Architect. 16. CODE INTERPRETATION: The Architect shall, to the best of his ability, interpret building codes as they apply to the project and review code analysis with the local building official. However, it is expressly acknowledged and agreed by the Owner that as the project progresses, the interpretation of building codes by a public authority may differ from the interpretation of the Architect, through no fault of the Architect, and costs necessary to conform to the interpretation placed upon the codes, or to conform to changes or differences in interpretation by such authorities during or after execution of the work, will be paid by the Owner as an additional service. 17. LIABILITY: To the fullest extent permitted by law, and not withstanding any other provision of this Agreement, the total liability, in the aggregate, of the Architect and the Architect's officers, directors, partners, employees., agents, and subconsultants, and any of them, to the Owner and anyone claiming by, through or under the Owner, for any and all claims, losses, costs, or damages of any nature whatsoever arising out of, resulting from or in any way related to the Project or the Agreement from any cause of causes, including but not limited to the negligence, professional errors or omissions, strict liability, breach of contract or warranty, express or implied, of the Architect or the Architect's officers, directors, employees, agents, or subconsultants, or any of them, shall not exceed the total compensation received by the Architect under this Agreement. Consulting Services Agreement between City o~ Dubiin and Dahlin Group--Exhibit A Page 4 of 5 `~ ~ '~ 18. MEDIATION: In an effort to resolve any conflicts that arise during the design or construction of this project or following the completion of the project, the Owner and the Architect agree that all disputes between them arising out of or in relation to this Agreement shall be submitted to non-binding mediation unless the parties mutually agree otherwise. The Owner and Architect further agree to include a similar mediation provision in all agreements with independent Contractors and Consultants retained for the project and to require all independent Contractors and Consultants also to include a similar mediation provision to all agreements with subcontractors, subconsultants, suppliers, or fabricators so retained, thereby providing for mediation as the primary method for dispute resolution between the parties to those agreements. 19. HAZARDOUS MATERIALS: The Owner shall provide, if required, all services relating to hazardous or toxic waste removal, including but not limited to, asbestos removal or disposal, asbestos detection and abatement of all such hazards and cannot require the performance by others of such services as either Basic or Additional Services due to insurance coverage considerations. In recognition of the above, the Owner agrees to pay all defense costs, pay all business costs arising out of the discovery or existence of any hazardous material or toxic waste at the site of the Project and its detections, removal, disposal or abatement. 20. LIMITATION OF CONSTRUCTION PHASE SERVICES: Owner and Architect acknowledge that the Architect is responsible for the work that he performs, draws and designs in the development of this project as well as the issues that he reviews at the request of the General Contractor during construction. However, due to the limited nature of the services for Construction. Phase Services, the Architect shall not be responsible for decisions, execution, installation, and quality control of items not within his scope of work. END OF EXHIBIT A Consulting Services Agreement between City of Dublin and Dahlia Group--Cxhibit A Page 5 of 5 EXHIBIT "B" CORPORATION YARD RENOVATION PROJECT BASIC HOURLY RATE SCHEDULE Doug Dahiin -Founder $235 Senior Principal $210 Principal $190 Senior Architect, Project Manager, Planner, and Designer $160 Architect, Project Manager, Designer $130 Planning Project Manager and Digital Graphics Manager $130 Senior Graphic Artist $130 DesignerlDrafter III, Planner III, Graphic Artist III $115 DesignerlDrafter II, Planner II, Graphic Artist II $104 DesignerlDrafter I, Planner I, Graphic Artist I $ 94 Intern and Clerical $ 65 DIGITAL IMAGING STUDIO Digital Imaging Studio Director $165 3D Senior Project Manager $150 3D Project Manager $140 3D Illustrator III $120 3D Illustrator II $110 3D Illustrator I $100 :: 3DNideo` Coordinator $ 90 Intern $ 65 Clerical $ 65 Computer Plotting (24" x 36" sheet) $4.50 I Sheet (30" x 42"sheet) $6.00 /Sheet Computer Plotting (COLOR) (8.5" x 11"sheet) Standard Paper $ .45 I Sheet (8.5" x 11"sheet) Heavy Matte Paper $ .65 /Sheet (17" x 11"sheet) Standard Paper $ .801 Sheet (17" x 11"sheet) Heavy Matte Paper $1.25 !Sheet Oversize Computer Plotting (COLOR) $4.00 / sq. ft. Oversize Grayscale Plotting (Finished Graphics, rendering) $2.75 / sq. ft. Line Print for Graphics (Black and white line print on special paper that accepts marker) $2.00 ! sq. ft. Consultant fees, additional vendors, outside services, printing, graphic materials, telephone, and si milar project related expenses: 1.15 x billing. Expert Witness rate at 3x Billable Rate. Travel time at Basic Hourly Rate. Travel mileage outside the Bay Area at $ 0.550 per mile. Invoices are due upon presentation and become delinquent if not paid within 45 days of invoice date. Past due invoices are subject to a late charge of 1.5 percent per month. Rates effective through December 31, 2009 Consulting Services Agreement between City of Dublin and Dahiin Group--E>~hibit B Page 1 of 1