HomeMy WebLinkAboutReso 152-10 School Dist Sidewlk Rep AgmtRESOLUTION NO. 152 - 10
A RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF DUBLIN
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APPROVING CONSULTANT AGREEMENT FOR DESIGN ENGINEERING SERVICES WITH
CARROLL ENGINEERING, INC., FOR WORK RELATED TO SIDEWALK REPLACEMENT AT
DUBLIN HIGH SCHOOL UNDER THE 2010-2011 SIDEWALK SAFETY REPAIR PROGRAM
CIP PROJECT 949102
WHEREAS, the City of Dublin proposes to enter into the Cooperative Agreement
Between the City of Dublin and the Dublin Unified School District for the Design and
Replacement of a Sidewalk and Associated Improvements on Village Parkway at Dublin High
School to replace the sidewalk along the Dublin High School Village Parkway frontage; and
WHEREAS, these improvements are included in the City's Five-Year Capital
Improvement Program for 2010-2015; and
WHEREAS, the City desires to utilize the services of Carroll Engineering, Inc. to perform
design engineering and related services for said project; and
WHEREAS, the cost of these engineering services and other project costs will be
included in the City's 2010-2011 Sidewalk Safety Repair Program under the terms of the
Cooperative Agreement.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin does
hereby approve the agreement with Carroll Engineering, Inc. for consulting services.
BE IT FURTHER RESOLVED that the City Manager is authorized to execute the
agreement.
PASSED, APPROVED AND ADOPTED this 5th day of October, 2010, by the following
vote
AYES: Councilmembers Biddle, Hart, Hildenbrand, Scholz, and Mayor Sbranti
NOES: None
ABSENT: None
ABSTAIN: None
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Mayor
ATTEST:
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City Clerk
Reso No. 152-10, Adopted 10-5-10, Item 8.1 Page 1 of 1
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CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF DUBLIN AND
CARROLL ENGINEERING, INC.
THIS AGREEMENT for consulting services is made by and between the City of Dublin ("City") and
Carroll Engineering, Inc. ("Consultant") (together sometimes referred to as the "Parties") as of October 5,
2010 (the "Effective Date").
Section 1. SERVICES. Subject to the terms and contlitions set forth in this Agreement, Consultant
shall provide to City #he 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 shal! prevail.
1.1 Term of Services. The term of this Agreement shall begin on the Effective Date and shall
end on June 30, 2011, and Consultant shall complete the work describetl in Exhibit A on or
before 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
referenced 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 observetl by a competent
practitioner of the profession in which Consultant is engaged.
1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform
services pursuant to this Agreement. ln 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 tlesire of City,
reassign such person or persons.
1.4 Time. Consultant shall tlevote such time to the performance of seNices 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 $7,600,
notwithstanding any contrary indications that may be contained in Consultant's proposal, for services to be
performed and reimbursabie 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 rentlered 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 in writing, Consultant shall
not bill City for duplicate services performed by more than one person.
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Consultant and City acknowledge and agree that compensation paitl 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 hereuntler is intended to include the costs of contributions to any pensions
and/or annuities to which Consultant and its employees, agents, and subcontracto~s may be eligible. City
therefore has no responsibility for such contributions beyontl compensation required under this Agreement.
2.1 Invoices. Consultant shali submit invoices, not more often than once a month during the
term of this Agreement, based on the cost for services performed and reimbursable costs
incurred prior to the invoice tlate. 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 periotl, the balance available under the Agreement, and
the percentage of completion;
^ At City's option, for each work item in each task, a copy of the applicable time
entries or time sheets shall be submittetl showing the name of the person doing
the work, the hours spent by each person, a brief description of the work, and
each reimbursable expense;
^ The total number of hours of work performetl under the Agreement by Consultant
and each employee, agent, antl subcontractor of Consultant performing seNices
hereunder;
^ The Consultant's signature;
^ Consultant shall give separate notice to the City when the total number of hours
worketl by Consultant antl any individual employee, agent, or subcontractor of
Consultant reaches or exceetls 800 hours within a 12-month periotl under this
Agreement and any other agreement between Consultant and City. Such notice
shall include an estimate of the time necessary to complete work describetl in
Exhibit A and the estimate of time necessary to complete work under any other
agreement between Consultant and City, if applicable.
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 Final Payment. City shall pay the last 10% of the total sum due pursuant to this
Agreement within 60 days after completion of the services and submittal to City of a final
invoice, if all services required have been satisfactorily performed,
2.4 Total Pavment. 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
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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 modifietl prior to the submission of such an invoice by a properly
executed change order or amendment.
2.5 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed
the amounts shown on the compensation schedule attached hereto as Exhibit A.
2.6 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes
incurred untler this Agreement and any similar federal or state taxes.
2.7 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 tlate of written notice of termination. Consultant shall maintain adequate logs and
timesheets to verify costs incurred to that date.
2.8 Authorization to Perform Services. The Consultant is not authorized to perform any
services or incur any costs whatsoever untler 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 antl 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 antl
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, antl reproduction facilities.
Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement,
Consultant, at its own cost and expense, unless otherwise specified below, shal~ procure the types antl
amounts of insurance listed below 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 antl its agents,
representatives, employees, and subcontractors. Consistent with the following provisions, Consultant shall
provitle proof satisfactory to City of such insurance that meets the requirements of this section and under
forms of insurance satisfactory in all respects, and that such insurance is in effect prior to beginning work to
the City, Consultant shall maintain the insurance policies required by this section throughout the term of
this Agreement. The cost of such insurance shalf be included in the Consultant's bid. Consultant shall not
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allow any subcontractor to commence work on any subcontract until Consultant has obtained all insurance
required herein for the subcontractor(s) and provided evidence that such insurance is in effect to City.
Verification of the required insurance shall be submitted and made part of this Agreement prior to
execution. Consultant shall maintain all required insurance listed herein for the duration of this Agreement.
4.1 Workers' Compensation. Consultant shall, at its sole cost and expense, maintain
Statutory Workers' Compensation Insurance antl Employer's Liability Insurance for any
and all persons employed directly or intlirectly by Consultant. The Statutory Workers'
Compensation Insurance and Employer's Liability Insurance shall be provided with limits of
not less than $1,000,000 per accident. In the alternative, Consultant may rely on a self-
insurance program to meet those requirements, but only if the program of self-insurance
complies fully with the provisions of the California Labor Code. Determination of whether a
self-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, antl volunteers for loss arising from
work performed under this Agreement.
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 $1,000,000 per occurrence, combined
single limit coverage for risks associated with the work contemplatetl 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 genera)
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 inclutle 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, inclutling the use of owned and non-owned automobiles.
4.2.2 Minimum scope of coveracLe. Commercial general coverage shall be at least as
broad as Insurance Services Office Commercial General Liability occurrence form
CG 0001 (most recent edition) covering comprehensive General Liability on an
"occurrence" basis. Automobile coverage shall be at least as broatl as Insurance
Services Office Automobile Liability form CA 0001, 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 addetl as a certified endorsement to the policy:
a. The Insurance shall cover on an occurrence or an accident basis, and not
on a claims-made basis.
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City, its o~cers, officials, employees, and volunteers are to be covered as
insureds as respects: liability arising out of work or operations performed
by or on behalf of the Consultant; or automobiles owned, leased, hired, or
borrowed by the Consultant
c. For any claims relatetl to this Agreement or the work hereunder, the
Consultant's insurance covered shall be primary insurance as respects
the City, its officers, officials, employees, and volunteers. Any insurance
or self-insurance maintained by the City, its officers, officials, employees,
or volunteers shall be excess of the Consultant's insurance and shall not
contribute with it.
Each insurance policy required by this clause shall be endorsed to state
that coverage shall not be canceled by either party, except after 30 days'
prior written notice has been provided to the City.
4.3 Professional Liability Insurance.
4.3.1 General requirements. Consultant, at its own cost and expense, shall maintain
for the period coveretl by this Agreement professional liability insurance for
licensed professionals performing work pursuant to this Agreement in an amount
not less than $1,000,000 covenng the licensed professionals' errors and
omissions. Any deductible or self-insuretl retention shall not exceed $150,000 per
claim.
4.3.2 Claims-made limitations. The following provisions shall apply if the professional
liability coverage is written on a claims-made form:
a. The retroactive date of the policy must be shown and must be before the
date of the Agreement.
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 replacetl with another
claims-made policy form with a retroactive date that precedes the date of
this Agreement, Consultant shall purchase an extended period coverage
for a minimum of five years after completion of work under this
Agreement.
A copy of the claim reporting requirements must be submitted to the City
for review prior to the commencement of any work under this Agreement.
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4.3.3 Additional Requirements. A certified entlorsement to include contractual liability
shall be included in the policy
4.4 A!I 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 coveraqe. Prior to beginning any work under this Agreement,
Consultant shall furnish City with complete copies of all policies delivered to
Consultant by the insurer, including complete copies of all endorsements attached
to those policies. All copies of policies and certified endorsements shall show the
signature of a person authorized by that insurer to bintl coverage on its behalf. If
the City does not receive the required insurance documents prior to the Consultant
beginning work, it shall not waive the Consultant's obligation to provide them. The
City reserves the right to require complete copies of all required insurance policies
at any time.
4.4.3 Deductibles and Self-Insured Retentions. Consultant shall disclose to and
obtain the written 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. At the option of the City, either: the insurer shall reduce or eliminate
such deductibles or self-insured retentions as respects the City, its officers,
employees, and volunteers; or the Consultant shall provide a financial guarantee
satisfactory to the City guaranteeing payment of losses and related investigations,
claim administration antl defense expenses.
4.4.4 Wasting Policies. No policy required by this Section 4 shall include a"wasting"
policy limit (i.e. limit that is eroded by the cost of defense).
4.4.5 Waiver of Subrogation. Consultant hereby agrees to waive subrogation which
any insurer or contractor may require from ventlor by virtue of the payment of any
loss. Consultant agrees to obtain any endorsements that may be necessary to
affect this waiver of subrogation.
The Workers' Compensation policy shall be endorsed with a waiver of subrogation
in favor of the entity for all work performed by the consultant, its employees,
agents, and subcontractors.
4.4.6 Subcontractors. Consultant shall include all subcontractors as insureds under its
policies or shall fumish separate certificates antl certified endorsements for each
subcontractor. All coverages for subcontractors shall be subject to all of the
requirements stated herein.
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4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provitle
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 altematives 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 untler the Agreement;
• Ortler 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 tlemonstrates compliance with the requirements hereof; and/or
^ Terminate this Agreement.
Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. Consultant shall, to the
fullest extent allowed by law, with respect to all Services performed in connection with this Agreement,
defend with counsel acceptable to City, indemnify, and hold City, its officers, employees, agents, and
volunteers, harmless from antl against any and all claims that arise out of, pertain to, or relate to the
negligence, recklessness, or willful misconduct of the Consultant, ("Claims"). Consultant will bear all
losses, costs, damages, expense and liability of every kintl, nature and description that arise out of, pertain
to, or relate to such Claims, whether tlirectly or indirectly ("Liability"). Such obligations to defend, hold
harmless and indemnify the City shall not apply to the extent that such Liabilities are caused by the sole
negligence, active negligence, or willful miscontluct of the City.
With respect to third party claims against the Consultant, the Consultant waives any and all rights of any
type of express or implied indemnity against the Indemnitees.
Notwithstanding the forgoing, to the extent this Agreement is a"construction contract" as defined by
Califomia Civil Code section 2783, as may be amentled from time to time, such duties of Consultant to
indemnify shall not apply when to tlo so would be prohibited by California Civil Code Section 2782.
Section 6. STATUS OF CONSULTANT.
6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall
be an indepentlent contractor and shall not be an employee of City. City shall have the
right to control Consultant only insofar as the results of ConsultanYs services rendered
pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3;
however, otherwise City shall not have the right to control the means by which Consultant
accomplishes services rentlered pursuant to this Agreement. Notwithstanding any other
City, state, or fetleral policy, rule, regulation, law, or ordinance to the contrary, Consultant
and any of its employees, agents, and subcontractors providing services untler this
Agreement shall not qualify for or become entitled to, and hereby agree to waive any and
all claims to, any compensation, benefit, or any incident of employment by City, including
but not limited to eligibi~ity to enroll in the California Public Employees Retirement System
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(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.
6.2 Consultant Not an Agent. Except as City may specify in writing, Cons~ltant 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 or implied, pursuant to this Agreement
to bind City to any obligation whatsoever.
Section 7. LEGAL REQUIREMENTS.
7.1 GoverningLaw. The laws of the State of California shall govem this Agreement.
7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with
all laws and regulations applicable to the performance of the work hereunder, inclutling but
not limited to, the California Building Code, the Americans with Disabilities Act, and any
copyright, patent or trademark law. Consultant's Failure to comply with any law(s) or
regulation(s) applicable to the performance of the work hereuntler shall constitute a breach
of contract.
7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by
fiscal assistance from another govemmental entity, Consultant and any subcontractors
shall comply with all applicable rules and regulations to which City is bound by the terms of
such fiscal assistance program. .
7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and
its employees, agents, and any subcontractors have all licenses, permits, qualifications,
and approvals of whatsoever nature that are legally required to 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
fegally 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 Opportunitv. 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, antl the provision of any services that are the subject of this
Agreement, inciuding but not limited to the satisfaction of any positive obligations requiretl
of Consultant thereby.
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Consultant shail include the provisions of this Subsection in any subcontract approved by
the Contract Administrator or this Agreement.
Section 8. TERMINATION AND MODIFICATION.
8.1 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 antl audio tapes, and other materials providetl 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, extentl the end date of this
Agreement beyond that providetl 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 authorizetl by the Contract Administrator, City shall have no
obligation to reimburse Consultant for any otherwise reimbursable expenses incurred
during the extension period.
8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the
parties.
8.4 Assiqnment and Subcontracting City and Consultant recognize and agree that this
Agreement contemplates personal performance by Consultant and is basetl upon a
determination of ConsultanYs unique personal competence, experience, and specialized
personal knowledge, Moreover, a substantial intlucement 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 notetl
in the proposal, without prior written approval of the Contract Administrator.
8.5 Survival. All obligations arising prior to the termination of this Agreement and all
provisions of this Agreement allocating liability between City and Consultant shall survive
the termination of this Agreement.
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8.6 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:
8.6.1 Immediately terminate the Agreement;
8.6.2 Retain the plans, specifications, tlrawings, 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 tlescribed 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 unflnished at the time of breach and the amount that
City would have paid Consultant pursuant to Section 2 if Consultant hatl
completed the work.
Section 9. KEEPING AND STATUS OF RECORDS.
9.1 Records Created as Part of Consultant's Performance. All reports, data, maps,
models, charts, studies, surveys, photographs, memoranda, plans, stutlies, 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 hereuntler 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 tlocuments and other materials, including but not limited to those described
above, preparetl 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, untif
final approval by City, all data, plans, specifications, reports and other tlocuments are
confitlential and will not be released to thirtl 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 tlisbursements charged
to the City untler this Agreement for a minimum of 3 years, or for any longer period
required by law, from the date of final payment to the Consultant to this Agreement.
9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this
Agreement requires Consultant to maintain shall be made available for inspection, audit,
antl/or 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 funtls
expentled under this Agreement exceeds $10,000.00, the Agreement shall be subject to
the examination antl audit of the State Auditor, at the request of City or as part of any audit
of the City, for a period of 3 years after final payment untler the Agreement.
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Section 10 MISCELLANEOUS PROVISlONS.
10.1 Attorneys' Fees. If a par~y to this Agreement brings any action, including an action for
declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing
party shall be entitled to reasonable attorneys' fees in addition to any other relief to which
that party may be entitled. The court may set such fees in the same action or in a
separate action brought for that purpose.
10.2 Venue. In the event that either party brings any action against the other under this
Agreement, the parties agree that trial of such action shall be vested exclusively in the
state courts of California in the County Alameda or in the United States District Court for
the Northern District of Califomia.
10.3 Severabilitv. If a court of competent jurisdiction fintls or rules that any provision of this
Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so
atljudged 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 printetl 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 Govemment Code Section 81000 et seq.
Consultant shall nof employ any City official in the work performed pursuant to this
Agreement. No officer or employee of City shall have any financial interest in this
Agreement that would violate California Govemment Code Sections 1090 et seq.
Consultant hereby warrants that it is not now, nor has it been in the previous 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 ditl not participate in any manner in the forming of this Agreement. Consultant
understands that, if this Agreement is made in violation of Government Cotle §1090 et
seq., the entire Agreement is voitl antl Consultant will not be entitled to any compensation
Consulting Services Agreement between October 5, 2010
City of Dublin and Carroll Engineering, Inc. Page 11 of 13
a~~~~~
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 pubiic office in the State of California.
10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus group, or
interview relatetl to this Agreement, either orally or through any written materials.
10.9 Contract Administration. This Agreement shall be administered by Mark Lander, City
Engineer ("Contract Administrator"). All correspondence shall be tlirected to or through the
Contract Administrator or his or her designee.
10.10 Notices. Any written notice to Consultant shall be sent to:
Bryce Carroll, P.E.
Carroll Engineering, Inc.
1101 S. Winchester Blvd., Ste. #H-184
San Jose, CA. 95128-3903
Any written notice to City shall be sent to:
Mark Lantler
City Engineer
City of Dublin
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 ~f design specifications, and each page of
construction tlrawings shall be stamped/sealed and signed by the licensed professional
responsible for the report/tlesign preparation. The stamp/seal shall be in a block entitled
"Seal and Signature of Registered Professional with report/design responsibility," as in the
following example.
Seal and Signature of Registered Professional with
report/design responsibility.
10.12 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.
Exhibit A Scope of Services and Payment Schedule
Consulting Services Agreement between October 5, 2010
City of Dublin antl Carroll Engineering, Inc. Page 12 of 13
a3 ,
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10.13 Counteraarts. This Agreement may be executed in multiple counterparts, each of which
shali be an original and all of which together shall constitute one agreement.
The Parties have executed this Agreement as of the Effective Date.
CITY OF DUBLIN
Joni Pattillo,
City Manager
Attest:
Caroline Soto, City Clerk
Approved as to Form:
John Bakker, Ciry Attorney
872662_8
CARROLL ENGINEERING, INC.
~~
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Bryce arroll, P.E.,
Presitlent C~ Z 3~~~
Consulting Services Agreement between
City of Dublin and Carroll Engineering, Inc. October 5, 2010
Page 13 of 13
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EXHIBIT A
SCOPE OF SERVICES
AND
COMPENSATION SCHEDULE
Consulting Services Agreement between October 5, 2010
City of Dublin and Carroll Engineering, Inc. --Exhibit A Page 1 of 1
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CARROLL ENGINEERING, INC.
AGREEMENT FOR ENGINEERING SERVICES
Amended: September 23, 2010
This Agreement, by and between:
CITY OF DUBLIN
Attn: Mark Lander, Ciry Engineer
1 QO Civic Plaza
Dublin, CA 94568
(925) 833-6630 / FAX: 925) 829-9248
Email; mark.lander@ci.dublin.ca.us
herein referred to as CLIENT, and
CARROLL ENG[NEERING, [NC.
Engineers & Surveyors
1 101 So. Winchester Bivd., Suite #H-184
San Jose, CA 95128-3903
(408) 261-9800 / FAX: (408) 261-0595
herein referred to as CONSULTANT, is for Professional Services in connection with the project described as
follows:
PROJ ECT:
Dublin High School Sidewalk Project-8]51 Viliage Parkway, Dublin,CA
Topographic Survey & Design
~~• SCOPE OF SERVICES:
A. ToooQranhic Survey:
CONSU~.TANT will prepare a ground topographic survey ofthe Village Parkway frontage as shown
on the entire bubbled area on Exhibits A, A] and A2. The survey will consist of the back of walk,
curb, top of curb, flowline, lip, pavement spot shots, and bus stops. Datum will be City Datum.
B• Of~ Site Desi n:
CONSULTANT wili provide off-site design services for removal and replacement of the existing
sidewalk, curb and gutter, conforms to new work and street trees coordination as shown on Exhibits A,
A( and A2. CONSULTANT will coordinate with the City and the City Arborist for plan review.
New work witl extend approximately 630 linear feet along the school's frontage on Village Parkway
from the corner of Brighton to the north. The plans wi11 show Ciry standard notes and details sufficient
for construction. Plans will also include the design of a new northern driveway as shown on thc
attached exhibits ifdecided by Dublin Unified School District and the City of Dublin to be included in
construction documents. Eight (8) hours of Construction Administration is included.
_ No separate specifications are ineluded.
1101 So. Winchester Blvd., Suite #H_184
San Jose, CA 95128-3903 (408) 261-9800
a b ;~l
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COMPENSATION:
CLIENT shall pay CONSULTANT the following fees for the Professional Services performed under
ll above:
A. Basic Services:
1. Topographic Survey ...................~-~----~--..........................$ 2,600.00
2. Off-Site Design ................................................................$ 5.000.00
TOTAL FEE :..............................................................$ 7,600.00
B. Additiona! Services:
(n the event that extra work is needed, and upon written authorization from CLIENT,
IV
the following hourly rates for CONSULTANT shall be uscd:
a. Principal Engineer .................................................. $ l 60.00/hr.
b. Principal Surveyor .................................................. $120.00/hr.
c. Associate Engineer ................................................. $140.00/hr.
d. Assistant Engineer .................................................. S1 10.00/hr.
e. Draftsman ............................................................... .. $70.00/hr.
f. Secretarial ................................................................. . $60.00/hr.
g. 2-Man Survey Crew ................................................ $195.00/hr.
2. Reimbursable expenses shall be paid as follows:
a. Reproductions .......................................................... Cost+ 10%
b. Postage & Deliveries ............................................... Cost+ 10%
c. Long Distance Telephone ........................................ Cost+ 10%
d. Authorized miscelianeous expenses ........................ Cosi+ 10%
e. Mileage .................................................................... .$0.55/mile
ASSUMPTIONS AND CONDITIONS:
The description of work and associated fees outlined in this Agreement take into consideration the
following assumptions and conditions:
1)
2)
3)
4)
5)
6)
7)
8)
Records of Survey are excluded.
Landscape plans shall be by others.
Area lighting plans shall be by others.
Any modifications for power, phone or CATV necessary by the construction shall be
designed by others.
Main extensions for storm lines and surface improvemcnts beyond the immediate areas of
design are assumed not necessary and are excluded.
Construction Staking services are excluded.
City fees are to be paid by CLIENT.
An NPDES report and storm water management ptans are excluded. Erosion control
measures shall be in accordance with accepted practices and shali be the responsibility of
the contractor.
1101 So. Winchester Blvd., Suite t1H-184 San Jose, CA 95128-3903 (408) 261-9800
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V. OWNER'S RESPONS[BILIT[ES:
See Paragraph V.
Vl. GENERAL:
A. Reliance upon provided data:
CONSULTANT shall be entitled to rely upon the accuracy and completeness ofthe plans, services,
information and reports furnished by CLIENT.
B. Hazardous Materials
Except as provided in this Agreement, CONSULTANT and CONSULTANTS sub-consultants shall
have NO responsibility for the presence, discovery, handling, removal or disposal of, or exposure to
persons of hazardous materials in any form at the project site or environs, including but not limited to
asbestos, asbestos products, polychlorinated biphenyl (PCB), fossil fuels oranyothertoxic substances.
C. Archaeological Findings:
Except as provided in this Agreement, CONSULTANT and CONSULTANTS sub-consultants shall
have NO responsibility for the presence, discovery, handling, removal or disposal of, archaeological
finds or artifacts in any form at the project site or environs.
The above is mutually agreed to this 23rd day of September, 2010.
CONSULTANT CLIENT
CARROLL ENGINGERING, INC. CITY OF DUBLIN
Engineers & Surveyors 100 Civic Plaza
1 101 So. Winchester Blvd., Suite #H-184 Dublin, CA 94568
San Jose, CA 95128-3903 Attn: Mark Lander, City Engineer
(408) 261-9800 / FAX: (408) 261-0595 (925) 833-6630 / FAX: (925) 829-9248
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/L- ~~
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Bryce . Carroll
President
RCE License No. 23770
1864-City of Dublin-DHS Sidcwalk 7'opo & Design Agr.
By
Title
1(Ol So. Winchester Blvd., Suite #H-184 San Jose, CA 95128-3903
(408)261-9800