HomeMy WebLinkAboutReso 185-09 Willdan Financial East DubRESOLUTION NO. 185 - 09
A RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF DUBLIN
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APPROVING THE SELECTION OF WILLDAN FINANCIAL SERVICES, INC.
TO UPDATE EASTERN DUBLIN FISCAL ANALYIS
WHEREAS; in July 2000, the Planning Commission approved Master Vesting Tentative
Map 7135 for the development of 562 homes and a golf course in Dublin Ranch Area A; and
WHEREAS; the developer, DR Acquisitions L.L.C. agreed to enter into an agreement
with the City to fund the difference between the revenues generated in and the costs of
providing services to eastern Dublin (October 2001); and
WHEREAS; the agreement required that a fiscal analysis be completed on an annual
basis; and
WHEREAS; the goals and policies of the Eastern Dublin Specific Plan require
development to be at a minimum revenue neutral; and
WHEREAS; the fiscal analysis will enable City Staff to determine the deficit (if any) in
eastern Dublin; and
WHEREAS; Willdan Financial Services, Inc. has a clear understanding of the project scope and
is able to perform the requested task.
NOW, THEREFORE BE IT RESOLVED that the City Council of the City of Dublin does
hereby select Willdan Financial Services, Inc. to update the Eastern Dublin Fiscal Analysis and
authorizes the City Manager to execute the Consultant Services Agreement attached as Exhibit
A with Willdan Financial Services, Inc. in an amount not to exceed $ 25,000.
PASSED, APPROVED AND ADOPTED this 15th day of December, 2009, by the
following vote:
AYES: Councilmembers Biddle, Hart, Hildenbrand, and Mayor Sbranti
NOES: None
ABSENT: Councilmember Scholz
ABSTAIN: None
(v
Jam-.
Mayor
AT ST:
P
City Clerk
Reso No. 185-09, Adopted 12-15-09, Item 4.8 Page 1 of 1
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CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF DUBLIN AND
WILLDAN FINANCIAL SERVICES, INC.
THIS AGREEMENT for consulting services is made by and between the City of Dublin
("Ci#y'~ and Willdan financial Services, Inc. (°Consultant~ as of December , 2009.
Section t. ERS VICES. Subject #o the #erms and cond~#ions se# forth !n this Agreemen#,
Consultant shall provide #o Ciry 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 #erms of this AgrBemen# and Exhiblt A, the Agreemen# shall prevail.
i.t Term of Services. The #erm of this Agreement shall begin on the da#e first no#ed
above and the date of completion is specified in Exhibi# A, and Consultan# shall
comple#e the work described in Exhibit A prior to that date, unless the term of the
Agreement is otherwise #emuna#ed or extended, as provided for in Section 8.
The time provided to Consultant to complete the services required by this
Agreemen# shall not affect the Cites right #o terminate the Agreemen#, 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 accordng to the standards
observed by a competent prac#i#ioner of the profession in which Consultan# is
engaged in the geographical area in which Consul#ant prac#ices its profession.
Consultan# shall prepare all work products required by this Agreement in a
subs#antial, first-class manner and shall conform #o the s#andards of quality
normally observed by a person prac#icing in Consul#an#'s profession.
t.3 Assignment of Personnel. Consultant shall assign only competent personnel to
perform services pursuan# #o this Agreemen#. In the event that City, in fts sole
discretion, a# any #ime during the term of #his Agreement, desires the reassignment
of any such persons, Consultant shall, immediately upon receiving notice from City
of such desire of City, re-assign such person or persons.
t.4 Time. Consultant shall devo#e such #ime #o the performance of services pursuant
#o #his Agreement as may be reasonably necessary to meet the standard of
performance provided in Section 1.1 above and to satisfy Consultant's obliga#ions
hereunder.
Section 2. COMPENSATION. City hereby agrees #o pay Consul#ant a sum not #o exceed
$25,000, notwithstanding any con#rary indica#ions that may be contained in Consultants proposal,
for services #o be performed and reimbursable cos#s incurred under this Agreement. In the event
of a contlic# between this Agreement and Consultant's proposal, attached as xhibi# A regarding
the amoun# of compensa#ion, the Agreemen# shall prevail. Ci#y shall pay Consultant for services
rendered pursuant to #his Agreement at the time and in the manner set forth herein. The payments
specified below shall be the only payments from City #o Consultan# for services rendered pursuant
to this Agreement. Consul#ant shall submit all invoices to City in the manner specified herein.
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Except as specifically authorized by City, Consultan# shall not bill City for duplicate services
performed by more than one person.
Consultant and City acknowledge and agree tha# compensation paid by City #o Consultant under
this Agreement is based upon Consul#ants es#imated costs of providing the services required
hereunder, includng salaries and beneflts of employees and subcontractors of Consultant.
Consequently, the parties further agree that compensation hereunder is intended to include the
costs of contribu#ions to any pensions and/or annui#ies to which Consultan# and its employees,
agen#s, and subcontractors may be eligible. City therefore has. no responsibility for such
contribu#ions beyond compensation required under #his Agreement.
2.1 tnvoices. Consultan# shall submit invoices, not more often than once a month
during the term of this Agreemen#, based on the cost for services performed and
reimbursable costs incurred prior to the invoice date. Invoices shall contain the
following information:
^ Serial iden#ifications of progress bills; i.e., Progress Biil No.1 for the firs#
invoice, ~c.;
^ The beginning and ending da#es of the billing period;
^ A Task Summary containir~ the original contract amoun#, the amoun# of
prior billings, the total due this period, the balance available under the
Agreemen#, and the percentage of completion;
^ At City's option, for each work Item in each task, a copy of the applicable
time en#ries or time shee#s shall be submi#ted showing the name of the
person doing the work, the hours spen# by each person, a brief description
of the work, and each reimbursable expense;
^ The total number of hours of work performed under the Agreement by
Consultant and each employee, agent, and subcon#rac#or of Consultan#
performing services hereunder, as well as a separate notice when the
#otal number of hours of work by Consultan# and any individual employee,
agent, or subcontractor of Consultant reaches or exceeds 800 hours,
which shall include an estima#e of the #ime necessary to complete the
work described in Exhibi# A:
The Consultants signa#ure.
2.2 Monthly Payment City shall make monthly payments, based on invoices
received, for services satisfactorily perfom~ed, and for authorized reimbursable
cos#s incurred. City shall have 30 days from the receipt of an invoice #hat
complies with all of the requirements above to pay Consultant.
2.3 Fnal Payment. City shah pay the last 10% of the total sum due pursuant to this
Agreement within sixty (60) days alter completion of the services and submittal to
City of a final invoice, if all services required have been satisfactorily performed.
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2.4 Total Pavment. Cray shall pay far 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 pursuan# to this
Agreement. City shall make no payment for any extra, further, or additional
service pursuant #o this Agreement.
In no event shall Consultant submit any invoice for an amount in excess of the
maximum amount of compensation provided above either fora #ask or for the
entire Agreement, unless the Agreemen# is modified prior to the submission of
such an invoice by a properly execu#ed change order or amendmen#.
2.5 Hour Fees. Fees for work performed by Consultant on an hourly basis shall no#
exceed the amounts shown on the Scope of Work under Budget (Exhblt A).
2.6 Reimbursable Expenses. Reimbursable expenses are included in the total
amoun# of compensation provided under this Agreemen# tha# shall not be
exceeded.
2.7 Pavment 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 Pavment upon 'termination. In the event #hat the City or Consultant #ermina#es
#his Agreemen# pursuan# #o Section 8, the City shall compensate the Consultant
for all ou#s#anding costs and reimbursable expenses incurred for work sattsfactorily
completed as of the da#e of written notice of termina#ion. Consultant shall maintain
adequate logs and #imesheets in order to verify costs incumed to that date.
2.9 Authorization to Perform Services. The Consultant is not authorized #o perform
any services or incur any costs whatsoever under the terms of #his Agreement until
receipt of authoriza#ion from the Contrae# Adminis#ra#or.
Section 3. FACILITIES AND EQUIPMENT. Excep# as set forth herein, Consultan# shall, at
its sole cost and expense, provide all facilities and equipmen# #hat may be necessary to perform
the services required by this Agreemen#. City shall make available to Consultant only the facilities
and equipment listed in this section, and only underthe #erms and conditions set forth herein.
City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be
reasonably necessary for Consultan#'s use while consulting with City employees and reviewing
records and the informa#ion in possession of the City. The location, quantity, and time of furnishing
those facillties shall be in the sole discretion of City. In no event shall City be obliga#ed to furnish
any facili#y #hat may invol~ incurring any direc# expense, including bu# not limlted to computer,
long-his#ance #elephone or other communication charges, vehicles, and reproduction facilities.
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Section 4. INSURANCE REDUIREMENTS. Before beginning any work under#his
Agreement, Consultant, at i#s own cost and expense, shall procure "occurrence coverage'
insurance against claims for injuries #o persons or damages #o property that may arise from or in
connec#ion with the performance of the work hereunder by the Consultan# and i#s agents,
representatives, employees, and subcontrac#ors. Consultant shall provide proof satisfactory to City
of such insurance #ha# meets the requirements of this section and under forms of insurance
sa#isfac#ory in all respec#s to the Ci#y. Consul#ant shah main#ain the insurance policies required by
this section #hroughout the term of this Agreemen#. The cost of such insurance shah be included in
the Consultants bid. Consultant shall not allow any subcontractor to commence work on any
subcontract un#il Consul#ant has obtained all insurance required herein for the subcon#rador{s) and
provided evidence thereof to City. Verifica#ion of the required insurance shall be submitted and
made part of this Agreement priorto execution.
4.1 Workers' Compensation. Consultan# shall, at its sole cost and expense,
maintain Statutory Workers' Compensation Insurance and Empbyer's Liability
Insurance for any and all persons employed directly or ind~rec#ly by Consultan#.
The S#a#u#ory Workers' Compensation Insurance and Employers Liability
Insurance shall be provided with limits of not less than ONE MILLION DOLLARS
{$1,000,000.00) per accident. In the altema#ive, Consultan# may rely on aself-
insuranceprogram #o meet those requiremen#s, but only if the program of self-
insurancecomplies fully with the provisions of the California labor Code.
Determina#'ion ofwhether 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 aprogram ofself-insurance is
provided, shall waive all rights of subroga#ion against the City and its officers,
officials, employees, and volunteers for loss arising from work performed under
this Agreement.
An endorsement shall slate tha# coverage shall not be canceled except after thirty
(30) days' prior written no#ice by first class mail, postage prepaid, has been given
#o the City, #en (10) days notice if cancella#ion is due to nonpayment of premium.
Consultan# shall notify City within 14 days of notifica#ion from Consultant's insurer
if such coverage is suspended, voided or reduced in coverage or in limits.
4.2 Commercial Genera! and Automobile Liabttity Insurance
4.2.1 General requirements. Consultan#, a# i#s own cost and expense, shall
maintain commercial general and automobile liability insurance for the
term of #his Agreemen# in an amount no# less than ONE MILLION
DOLLARS ($1,000,000.00) per occurrence, combined single limit
coverage for risks associated with the work contempla#ed by this
Agreement. If Commercial General Liability Insurance or an Automobile
Liability form or o#her form with a general aggrega#e limlt is used, elther
the general aggrega#e limit shall apply separa#ely #o the work to be
performed under this Agreemen# or the general aggrega#e limit shall be a#
least twice the required occurrence limit. Such coverage shall include but
shall no# be limited to, protec#ion against claims arising from bodily and
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personal injury, including death resulting therefrom, and damage to
property resulting from activities con#emplated under this Agreement,
including the use of owned and non-owned automobiles.
4.22 Minimum scope of coverage. Commercial general coverage shall be a#
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 Senrlces 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 OOOi
(ed.12/90j Code 8 and 9 ("any auto"). No endorsement shall be attached
limiting the covrerage.
4.2.3 Additional requirements. Each of the following shall be included in the
insurance coverage or added as an endorsement #o the policy:
a. City and i#s officers, employees, agen#s, and volun#eers shall be
covered as additional insured with respec# #o each of the
following: liability arising out of activities performed by or on
behalf of Consultant, including the insured's general supervision
of Consultan#; produc#s and completed operations of Consul#an#;
premises owned, occupied, or used by Consultant; and
automobiles owned, leased, or used by the Consultant. The
coverage shall con#ain no special limi#ations on the scope of
protection afforded #o Ci#y or its officers, employees, agents, or
volunteers.
b. The insurance shall cover on an occurrence or an acciden# basis,
and no# on aclaims-made basis.
c. An endorsement mus# sta#e tha# coverage is primary insurance
wi#h respec# #o the City and its officers, officials, employees and
volun#eers, and tha# no insurance orself-insurance main#ained by
the City shall be called upon #o contribute to a loss under the
coverage.
d. .Any failure of CONSULTANT #o comply wi#h reporting provisions
of the policy shall not affect coverage provided to CITY and its
officers, empbyees, agents, and volun#eers.
e. An endorsemen# shall state that coverage shall no# be canceled
excep# after #hirtyr (30) days' prior written notice by firs# class mail,
postage prepaid, has been given to the Ci#y, #en {10) days notice
if cancellation is due to nonpaymen# of premium. Consul#an# shall
no#ify City within 14 days of no#ification from Consul#an#'s insurer
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rf such coverage is suspended, voided or reduced in coverage or
in limits.
4.3 Professfonal Liability Insurance. Consul#ant, at its own cos# and expense,-shall
maintain for the period covered by this Agreement professional liability insurance
for licensed professionals performing work pursuant #o #his Agreement in an
amount not less than ONE MILLION DOLLARS ($1,000,000) covering the licensed
professionals' errors and omissions.
4.3.1 Anydeductible orself-insured retention shall not exceed $250,000 per
claim.
4.32 An endorsemen# shall sta#e tha# coverage shall not be canceled by elther
party excep# after #hirty (30) days' prior wrii#en no#ice by first class mail,
postage prepaid, has been given #o the City, #en {10) days notice if
cancellation is due to nonpayment of premium.
4.3.3 The policy must con#ain a cross liability or severability of interest clause.
4.3.4 The following provisions shall apply if the professional liability coverages
are written on a claims-made form:
a. The retroac#ive 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
ra#es.
c. If coverage is canceled or no# renewed and lt is not replaced with
another claims-made policy form wlth a retroac#ive date #hat
precedes the date of this Agreemen#, Consultant must provide
ex#ended reporting coverage for a minimum of five years after
completion of the Agreement or the work. The Ci#y shall have the
right to exercise, at the Consultant's sole cos# and expense, any
ex#ended reporting provisions of the policy, if the Consultant
cancels or does no# renew the coverage.
d. A copy of the claim repoding requiremen#s mus# be submi##ed to
the Ci#y prior #o the commencemen# of any work under this
Agreement.
4.4 All Policfes Requirements.
4.4.i Acceptability of insurers. All insurance required by this section is to be
placed with insurers wi#h a Bests' rating of no less #han A:VII.
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4.4.2 Verification of coverage. Prior #o beginning any work under this
Agreement, Consultant shall fumish City wlth cerfifica#es of insurance and
with original endorsements effecting coverage required herein. The
certificates and endorsements foreach insurance policy are to be signed
by a person authorized by that insurer #o bind coverage on its behalf. The
City reserves the righ# to require complete, certified copies of all required
insurance policies, at any time.
4.4.3 Subcontractors. Consultan# shall include all subcontractors as insureds
under its policies or shall fumish separate certificates and endorsements
for each subcontractor. All coverages for subcontractors shall be subject
to all of the requirements stated herein.
4.4.4 Variation. The City may approve a variation in the foregoing insurance
requirements, upon a de#errnination #hat the coverages, scope, limits, and
forms of such insurance are either not commercially available, or tha# the
City's interests are otherwise fully protec#ed.
4.4.5 Deductibles and Self-Insured Retentions. Consul#an# shall disclose to
and obtain the approval of City for the self-insured ratan#ions and
deductibles before beginning any of the services or work calf for by any
term of this Agreemen#.
During the period covered by this Agreemen#, only upon the prior express
written authorization of Con#ract Administra#or, Consultant may increase
such deductibles orself-insured retentions with respect to City, its officers,
employees, agents, and volunteers. The Contract Administra#or may
cond~ion approval of an increase in deductible orself-insured ratan#ion
levels wlth a requirement that Consultant procure a bond, guaranteeing
payment of losses and related investigations, claim administra#ion, and
defense expenses #hat is satisfactory in all respects #o each of ahem.
4.4.6 Notice of Reduction in Coverage. In the event that any coverage
required by this section is reduced, limited, or ma#erially affected in any
other manner, Consul#ant shall provide written notice to City a#
Consul#ant's earliest possible opportuni#y and in no case la#er than five
days after Consultant is notified of the change in coverage.
4.5 Remedfes. In addition #o any o#her remedes Clty may have if Consultant fails to
provide or maintain any insurance policies or policy endorsemen#s #o 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 no# the exclusive remedy for Consultan#'s breach:
^ Obtain such insurance and deduct and retain the amount of the premiums for
such insurance from any sums due under the Agn+emen#;
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^ Order Consultant to stop work under this Agreement or withhold any paymen#
#hat becomes due to Consuftan# hereunder, or both stop work and withhold
any paymen#, until Consul#an# demonstra#es compliance wi#h the requirements
hereof; and/or
^ Terminate this Agreemen#.
ectron 5. INDEMNIFlCATION AND CONSULTANT'S RESPONSIBILITIES. Consultan#
shall indemnify, defend wdh counsel selec#ed by the City, and hold harmless the City and i#s
officials, officers, empbyees, agen#s, and volunteers from and against any and all bsses, liability,
claims, suits, ac#tons, damages, and causes of ac#ion arising ou# of any personal injury, bodily
injury, loss of life, or damage to property, or any violation of any federal, state, or municipal law or
ordinance, to the extenf caused, in whole or in part, by the willful misconduct or negligent acts or
omissions of Consultan# or fts employees, subcontractors, or agents, by ac#s for which #hey could
be held s#rictly liable, or by the quali#y or charac#er of their work. The foregoing obliga#ion of
Consul#an# shall na# apply when (1) the injury, loss of life, damage to property, or violation of law
arises wholly from the negligence or willful misconduct of the City or its officers, employees,
agents, or volun#eers and (2) the actions of Consultant or its employees, subcontractor, or agents
have con#nbuted in no part to the injury, loss of Irfe, damage #o property, or viola#ion of law. It is
understood #hat the duty of Consultant #o indemnify and hold harmless includes the duty to defend
asset forth in Section 2778 of the California Ch-il Code. Acceptance by City of insurance
cerGfica#es and endorsemen#s 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 #o any damages or claims for damages whe#her or no# such insurance
policies shall have been determined to apply. By execu#ion of this Agreement, Consultant
acknowledges and agrees to the provisions of this Sec#ion and #hat it is a material element of
considera#ion.
In the event tha# Consultant or any employee, agent, or subcontrac#or of Consultan# providing
services under #his Agreemen# is de#ermined by a court of competent jurisdiction or the California
Public Employees Retirement System (PERS) #o be eligble for enrollmen# in PERS as an
employee of City, Consultant shall indemnify, defend, and hold harmless Ci#y for the paymen# of
any employee andlor employer contributions for PERS benefi#s on behalf of Consultant or its
employees, agents, or subcrontractors, as well as for the payment of any penalties and in#erest on
such con#ributions, which would otherwise be the responsibility of City.
Section 6. STATUS OF CONSULTANT.
6.1 Independent Contractor. At all times during the #erm of this Agreement,
Consultant shall be an independent contractor and shall not be an employee of
City. City shall have the righ# to contrd Consultant only insofar as the results of
Consultant's services rendered pursuant to this Agreement and assignment of
personnel pursuant to Subparagraph i.3; however, otherwise City shall not have
the right to control the means by which Consultant accomplishes services
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rendered pursuant to this Agreemen#. No#withstanding any o#her City, sta#e, or
federal policy, rule, regula#ion, law, or ordinance #o 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 #o waive
~ any and all claims to, any compensation, benefr#, or any incident of employment by
City, including but not limi#ed to eligibility to enroll in the Califomia Public
Employees Retirement System {PERS) as an employee of City and entitlement #o
any contribution to be paid by City for employercontribu#ionsand/or empbyee
contributions for PERS benefits.
6.2 Consultant No Agent. Except as City may specify in writing, Consultant shall
have no authority, express or implied, #o act on behalf of City in any capacity
wha#soever as an agent. Consul#ant shall have no authori#y, express or impl'~ed,
pursuant #o this Agreement #o bind City to any obligation wha#soever.
Seaton 7. LEGAL REDUIREMENTS.
7.1 Governing Law. The laws of the S#ate of Califomia shall govern this Agreemen#.
7.2 Compliance with Applicable Laws. Consul#ant and any subcontractors shag
comply wi#h all laws applicable to the performance of the work hereunder.
7.3 Other Governmental Regulations. To the extent that this Agreemen# may be
funded by fiscal asslstance from ano#her governmental entity, Consultant and any
subcontractors shall comply with all applicable rules and regula#ions to which City
is bound by the terms of such fiscal assistance program.
7.4 Ucenses and Permits. Consul#ant represents and warran#s #o City that
Consultan# and its employees, agems, and any subcontractors have all licenses,
permits, qualifications, and approvals of whatsoever nature #hat are legally
required to practice #teir respective professions. Consultant represen#s and
warrants #o Ci#y that Consul#an# and its empbyees, agents, any subcontractors
shall, a# their sole cost and expense, keep in effect at all times during the term of
this Agreement any licenses, permi#s, and approvals tha# are legally required to
prac#ice their respective professions. In addi#ion #o the foregoing, Consultant and
any subcontractors shall obtain and maintain during the term of #his Agreement
valid Business Licenses from City.
7.5 Nondiscriminadonend Eaual Opportunity. Consutan# shall no# d~scrinunate,
on the basis of a person's race, religion, color, national origin, age, physical or
men#al handicap or disability, medical condition, marital s#a#us, sex, or sexual
orien#a#ion, against any employee, applicant for employmen#, subcon#rac#or,
bidder for a subcon#ract, or padicipant in, recipient of, or appiican# for any services
or programs provided by Consul#an# under this Agreement. Consultant shall
comply wi#h all applicable federal, sta#e, and local laws, policies, rules, and
requirements related #o equal opportuni#y and nondiscrimination in employment,
contracting, and the provision of any services that are the subject of #his
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Agreement, including but not limited #o the sa#isfaction of any posi#ive obliga#ions
required of Consultan# #hereby.
Consultant shall include the provisions of this Subsection in any s~con#ract
approved by the Contract Administrator or this Agreement.
Section 8. TERMINATION AND MODIFICATION.
8,1 Termination. City may cancel #his Agreemen# a# any time and wi#hou# cause
upon written notification to Consultan#.
Consultan# may cancel this Agreement upon thirty (30) days' written notice to City
and shall include in such notice the reasons for cancella#ion.
In the even# of termination, Consultant shall be entitled to compensation for
services performed #o the effec#ive date of terming#ion; City, however, may
condi#ion payment of such compensation upon Consultant delivering to City any or
all documents, photographs, computer software, video and audio #apes, and o#her
materials proaided to Consul#ant or prepared by or for Consul#ant or the City in
connection with #his Agreerrren#.
8,2 Extension. City may, in its sole and exclusive discretion, ex#end the end date of
this Agreemen# beyond that provided for in Subsection 1.1. Any such extension
shall require a written amendmen# to this Agreement, as provided for herein.
Consultaan# understands and agrees tha#, if City grants such an extension, City
shall have no obltgation #o provide Consultant with compensation beyond the
maximum amount provided for in #his Agreement. Similarly, unless authorized by
the Contract Adminis#ra#or, City shall have no obligation to reimburse Consultan#
for any o#herwise reimbursable expenses incurred during the extension period.
8.S Amendments. The parties may amend this Agreemen# only by a writing signed
by all the parties.
8.4 Assignment and Subcontracifng, City and Consultant recognize and agree that
this Agreement con#emplates personal performance by Consultan# and is based
upon a determination of Consultant's unique personal competence, experience,
and specialized personal knowledge. Moreover, a substantial inducement #o City
for en#ering into this Agreement was and is the professional repu#ation and
competence of Consultan#. Consultant may no# assign this Agreement or any
interes# #herein wi#hout the prior written approval of the Contract Administrator.
Consultant shall not subcontract any portion of the performance con#empla#ed and
provided for herein, o#her #han #o the subcontractors noted in the proposal, wittrout
prior written approval of the Con#ract Administrator.
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8.5 Survival. All obligations arising prior to the termination of this Agreement and all
provisions of this Agreement allocating liability between City and Consultant shall
survive the terminaton of this Agreement.
8.6 Options uaon Breach by Consultant. If Consultant materially breaches any of
the terms of this Agreement, City's remedies shall included, but not be limited to,
the following:
8.6.1 Immediately terminate the Agreement;
8.6.2 Retain the plans, specifications, drawings, reports, design documents, and
any other work product prepared by Consultant pursuant to this
Agreement;
8.6.3 Retain a different consultant to complete the work described in Exhibit A
not finished by Consultant; or
8.6.4 Charge Consultant the difference between the cost to complete the work
described in Exhi it 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 RE ORDS.
9.1 Records Created as Part of Consultant's Pertormance. 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 delnrer those documents to the City upan 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
sultable 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 Boaks 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.
8.3 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
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1~6 ~{- a5
inspecction, audit, and/or copying at any time during regular business hours, upon
oral or written request of the City. Under Cal'rfomia Government Code Section
8546.7, if the amount of public funds expended under this Agreement exceeds
TEN THOUSAND DOLLARS ($10,000.00), the Agreement shall be subject to the
examination and audit of the State Auditor, at the request of City or as part of any
audit of the City, for a period of three (3) years after final payment under the
Agreement.
Section i0 MISCELLAMEOUS PROV~tONS.
10.1 Attorneys' Fees. If a party to this Agreement brings any action, including an
action for declaratory relief, to enforce or interpret the provision of this Agreement,
the prevailing party shall be entitled to reasonable attorneys' fees in addition to
any other relief to which that party may be entitled. The court may set such fees in
the same action or in a separate action brought for that purpose.
10.2 Venue. In the event that either party brings any action against the other under
this Agreement, the parties agree that trial of such action shall be vested
exclusively in the state courts of California in the County of Alameda or in the
United States District Court for the Northern District of California.
t 0.3 Severabil . 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 validity 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 Suaressors and Asians. 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 Clty or whose business, regardless of
location, would place Consultant in a °confiict 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 etseq.
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Consultant hereby warrants that it is not now, nor has it been in the previous
twelve {12) months, an employee, agent, appointee, or offrcial 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 par#icipate in any
manner in the forming of this Agreement. Consultant understands that, if this
Agreement is made in violation of Govemment Code §1090 et.seq., the entire
Agreement is void and Consultant will not be entitled to any compensation for
services perfom~ed pursuant to this Agreement, including reimbursement of
expenses, and Consultant will be required to reimburse the City forany sums paid
to the Consultant. Consultant understands that, in addition to the foregoing, it may
be subject to criminal prosecution for a violation of Govemment Code § 1090 and,
if applicable, will be disqualfied from holding public office in the State of California.
10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus
group, or interview related to this Agreement, either orally or throu~ any written
materials.
10.9 ~ ct Administration. This Agreement shall be administered by Chris Foss,
Assistant City Manager ("Contract Administrator'). All correspondence shall be
directed to or through the Contract Administrator or his or her designee.
10.10 Notices. Any written notice to Consultant shall be sent to:
Mark Risco, Vice President
Willdan Financial Services
1700 Broadway, Sixth Floor
Oakland, CA 94612
Any written notice to City shall be sent to:
Chris Foss, Assistant City 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 n+port, first page of design
specifications, and each page of construction drawings shall be stampedlsealed
and signed by the licensed professional responsible for the report/design
preparation. The stampJseal shall be in a block entitled "Seal and Signature of
Registered Professional with report/design responsibility," as inthe following
example.
Seal and Signature of Registered Professional with
report/design responsibility.
ao ~- .~5
i 0.12 Integration. This Agn:ement, 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, oragreements, either written or oral.
CITY OF DUBLIN
C{~NSULTA ~
~~..
~ -~'
dark Rio, Vice President
Joni Pattillo, City Manager
Attest:
Caroline Soto, City Clerk
Approved as to Form:
John Bakker, City Attorney
G.'ldri#aelem DubM Fi~gl Sltidy 2009.101E~~I Dnb1'm Fi~gl cansullanl iervicea 9gr~ernenl De~e~nber 2009.doc
... ~~
a~ ~- a5
EXHIBIT A
SCOPE CF SERVICES
In response to the CRy of Dublin's ("City") request, Wifldan Finandal Services ('Willdan~ is
pleased to present this proposal to update the Eastern Dublin fiscal impact study for the City of
Dublin ("City").
The following contains our proposed scope of services, project team member's, fee, and
schedule to provide this service.
Scope of Services
We want to ensure our scope of services is responsive to the City of Dublin's needs and specific
local circumstances. We will work in concert with the City to adjust our scope as needed during
the course of the study.
Our proposed scope described in detail by task is provided below. We explain how we will
accomplish each task and identify associated meetings and deliverables.
Task 1: Update East Dublin Fiscal Impart lUfodels
The purpose of this task is to update the Eastern Dublin fiscal impact models for the FY 2008-09
budget. The overall approach and methoddogy of the models wtfl remain essentlady unchanged
from the FY 2007-08 update and will include:
Case study analysis of fire costs; and
• Detailed analysis of sales tax, property tax, transient occupancy tax, and
Vehicle License Fee In-lieu revenue.
In partk:ular, the fiscal impact model will retain the approach that credits all retail safes tax
revenue to Eastern Dublin retail development only. No credit Is given to other land use types
regardless of their spending patterns either within Eastern Dubltn or in the remainder of the City.
This approach has two effects on model results. First. excluding sales tax from spending try
Eastern Dublin residents and businesses in the remainder of the City underestimates the averall
net fiscal impact of Eastern Dublin on the City, though this underestimation Is probably minimal.
Second, within Eastern Dublin the net fiscal impact ofnon-retail land uses is underestimated and
the impact of retail land uses is overestimated.
Assumptions in the models that will be updated as part of this task are described bebw:
City staff will update the following data;
~- Provide an updated Eastern Dublin land use absorption-scenario. The
land use scenario will albcate absorption between the Santa
Rfta/Emerald Glen area and the remainder of Eastern Dublin. Existing
development should be updated to Jufy 1,2009, with absorption
through 2030 for each land use type. See Tables Af and A2 in the
appendix of the FY2007-08 report;
Provide updated residential and employment estimates for the City of
Dublin. If this information is unavailable, Willdan wilt utilize California
Department of Finance data for current population estimates and
ABAG for residential and employment pro~ectfons;
Provide updated actual sales tax generated in both the Santa
Rita/Emerald Gten area and the remainder of Eastern Dubfm for FY
2008-09;
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as °f as
Provide actual property tax estimates for both the Santa Rita/Emerald
Glen area and the remainder of Eastern Dublin for FY 2008.09; and
Provide estimate for Eastern Dublin fire protection (Station 18j costs
for FY 2008-09 and into the future.
Willdan will update the following revenue and cost assumptions:
+~ Per unit property value assumptions based on a review of recent sales
from assessor roll data, and input from Clty staff, developers, and real
estate brokers;
+ All per capita revenue and cost assumptions to FY 2008-09 budget
data;
~- Per square foot retail sales tax assumptions based on input from the
City and other fiscal consultants; and
Transient occupancy tax assumptions (room and occupancy rates)
based on input from hotel managers.
Task 2: Analyzt= Fiscal Impact of Land Use Scenarios
Willdan will analyze the fiscal impact of the land use scenarfo usa~g the updated models. The
models wilt be calibrated to reflect current sales tax and property tax within Santa Rita/Emerald
Glen and the remainder of Eastern Dublin. We will presets preliminary results to City staff for
discussion.
Task 3: Qra#t i3eport and Attend Meetings
Based on the results of the prior tasks, we will provide the City with an updated report that
describes the fiscal Impact of existing and projeded development in Eastern Dublin on the City.
We will prepare an administrative draft report for staff review, and based on comments received,
prepare a final report.
This task includes up to two (2) meetings with City staff, developers. and the Council to gather
data, review preliminary results and administrative drafts, and present the final report.
Meetings/Site Visits
Mr. Young will attend on•site meetings, as needed. He will work with City staff to set up meetings
to keep the project on schedule. The scope of services includes up to two (2) meetings with City
staff, developers, and the Council to gather data, review preliminary results and administrative
drafts, and present the Anal report. Additional on-site meetings may be requested for an
additional fee based on our hourly billing rates.
Required City Staff Support
7o complete our tasks on schedule. we wilt need the cooperation of Clty staff. We suggest that
the City assign a key individual to represent the City as the project manager who can function as
our primary contact.
We anticipate that the Cii)~s project manager wilt: (1 }coordinate responses to requests for
Information; (2) coordinate review of work products; and (3} help resolve polcy Issues, We will
ask for responses to initial information requests within Five business days, and fellow-up requests
also within five business days. If there are delays on the part of the City, we wilt contact the City's
project manager immediately to get the project schedule bads on track. We will keep the City's
project manager inforrned of data or feedback we need to keep the project on schedule. Willdan
will endeavor to minimize the Impact on City staff in the completion of thjs project.
Furthermore, Willdan wll6 rely on the validity and accuracy of the City"s data and documentation to
complete our analysis.
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~rojec~ Team
Mr. Eric Nickell, Principal Consultant, wilt be the prtnctpal-in-charge with responsibility for
ensuring that the final product meets or exceeds your expectations. Mr. Jonathan Young will
serve as project manager and is responsibie for contracts, scheduling (timing and deliverables,
objective review throughout the studies' development, quality control, and wilt be the City's main
point of contact. Additional analytical support will be assigned to the City of Dublin's project as
needed.
Fees #or Ser-v~ ce
Witldan will complete the scope of services for a fixed price fee o-~25,t70D, including all direct
expenses. We will invoice the City monthly based on the percent of each task completed using
the following schedule of total costs by task;
Task 1 $12,000
Task 2 8,000
Task 3 5,000
Schedule
We wilt provide an admirtistrative draft report within 120 days of receiving all updated
assumptions from City staff noted in Task 1. We wtlt provide a final report after receiving
comments on the administrative draft from the City.
~~~~
v . . ...<~
Additional services may be authorized by the Ciry and wilt be billed at our then-current hourly
ovefiead consulting rates. Our current hourly rates are:
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Budget
1`Ve will complete this study for a IumP sum cast not to cxcc~cd $25,000, including; all dices expenses.
1~l/e will im~nice the (:ity monthly bawd on the percent of each tacit ec~inPletrd using; the fogowint;
schedule of toml casts b~~ taslc:
't'ask l X12,000
'l'ack 2 8,000
'1'aslc 3 :i (00
"l ~,tal X25,000
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