HomeMy WebLinkAboutReso 121-11 Citywide Storm DrainRESOLUTION NO. 121 -11
A RESOLUT{ON OF THE CITY COUNCIL
OF THE CITY OF DUBLIN
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APPROVING AN AGREEMENT WITH HARRIS AND ASSOCIATES
FOR DESIGtV ENGINEERING SERVICES - CITYWIDE STORM DRAIN
COIVDITION ASSESSMENT PROJECT# 960017
WHEREAS, the City of Dublin `s Five-Year Capital Improvement Program for the 2010-
2015 Fiscal Years includes the Citywide Storm Drain Condition Assessment for inspection,
assessment, and repair of the City's storm drain system; and
WHEREAS, the City desires to utilize the services of Harris and Associates to perform
design engineering and related services for said project; and
WHEREAS, appropriations for Fiscal Year 2011-2012 includes adequate funding for this
work.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin does
hereby approve the agreement with Harris and Associates for consulting services needed for
Project 960017 as described in the Staff Report presented July 19, 2011 and in an amount not
to exceed $59,820.
BE IT FURTHER RESOLVED that the City Manager is authorized to execute the
agreement.
PASSED, APPROVED AND ADOPTED this 19th day of July, 2011, by the following
vote:
AYES: Councilmembers, Biddle, Hart, Hildenbrand, Swalwell, and Mayor Sbranti
NOES: None
ABSENT: None
ABSTAIN: None
`/~i
V .,w,.. ~,~~U ~-f~/~'..
Mayor
ATTEST:
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City Clerk
Reso No. 121-11, Adopted 7-19-11, Item 4.9 Page 1 of 1
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CON$ULTING SERVICES AGREEMENT BETVIIEEN
TME CITY OF DUBLIN AND HARRIS AND ASSOCIATES
THIS AGREEMENT for consulting se(uices is made by and beiween the`CITY OF DUBCIN ("City"j
and HARRIS AND ASSOCIATES ("Consultanf") as of July 19, 2011.
Section 1. SERVICES. Subjeet`to ttieteRns and conditions'set forth in thisAgreement; Consultant
shall provide to City the services d.escribed in the Scope of. Wock attached as Exhibit A at the:time and
plaoe and in ~ie manner specified therein, In tlie event of a conflict in or inconsistency between the terms
of this Agreement and Exk~itiit.A, ~ie Agreement:shall prevail.
1:1 ;Term..of:Services.. The tenn of ttiis Agreement:shall begin on the date fiest.noted abqve.
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and:shall:end on June 30, 2013. Consultant~shall complete the work:described in
Ezhibit A prior to t6at date, unless the term of th~e Agreement is:otherwise extended
pursuant to the provisions formodificatlon of the Agreement contained in.Section 8;
The Gme pro~ided to:Consultant to.complete the senrices required by this.
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Agreement shall not-affect the City's right to terminate the:Agreement, as provided
in Section 8.
1:2 Standard:of Performance. Consultant.shall pe.rform all services.reGuired pursuant to
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this Agreement. in the. manner and acco~dmg fo tfi~e standards o6served bq a competent
p~actitioner of the profession in wliich Consultant is engaged in:the.geographical area in
wfiich Consultant peacfices. its profession. Consultant shall. prepare all wo~k: p~oducts
required' b.y tliis Ag~eement:in a su6stantial, first-class manner and shall conform to the
sfandards of :quality normally observed by a person practicing in Consultant's profession.
1:3 Assiqnment>of Pe~sonnel. Consultant shall assign only c;ompetent personnel to perform
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services pursuarit to tliis. Agreement.. In the..event that City, in its sole discrefion, at any
time:du~ing the term of'this Agreeinenf, desires the reassignment of any such persons,
Consulfant shall, immediafely upon ceceiving notice from City of sueh desice of Gity,
reassign such person:orpersqns,
1.4 Time, Consultant shall devote such time to the.performanee qf seNices pursuant to
this Agreement a"s may be reasonably necessary to meet the standard of performance
~ provided in Section 1.1 above<and to satisfy Gonsultant's obligations hereunder.
Consultant:shall not be responsible for delays beyond Consulfant's reasonable.control.
Section 2. COMPENSATION. ;City hereby agrees to.pay Gonsultant a sum not:to exceed Fo~ty-Tfi~ee
Thousand Seven Hundred Fifty-Two Dolfars and No Cents ($43,752,00), notwithstanding any confrary
indica6ons fhat may be contained.in Consultant's proposal, for services to be performed and.reimbursable~
costs incurred:under:this Agreement: In'the event of a confliet between this Agreement and Gonsultant's
proposai; attached as Exfiibif A, cegarding the-amount of compensation, the Agreement shall prevail. City
shall pay Consuftant for services rendered pursuant to this Agceement at the time and in the manner set
fo~th herein, The payments specified below shall be the only payrnents from City to Consultant for services
rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the.manner specified
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Consulting Services Agreemenf between July 19, 2011
City of Dublin and Hatris and Associates Page 1 of 13
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herein. ExcePt as specifcaily aufhori2ed by City, Consultant shall nof bill Gity for duplicate services
performed by more than.one:peison,,
Consultant and;City acknowledge and agree.that compensation paid by Cify`to Gonsultant under this
Agreement is pased upon Consultant's>estimated cosis of providing,:the services req.uiretl hereunder„
including salaries and: tienefts of employees and subeontractors of Gonsultaot. Consequently; the paities
further agree that compensation; hereunde~ is intended to inelude the'costs of eontnbutions to any pensions
andlo~ annuities to which Gonsultanf and its employees, agents, and subcontractors may be eligible City
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therefore has no responsibility fgr such contnbutions beyond,compensation ~eqaired under this Agreement.
2.1 Invoices: Consultantshall submit invoices,.not more often than once'a month dunng the
term of:~his Agreement, based orr tl5e:cost:for senrices performed and;reimbursable. costs
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incurred pnorto: the in.voice date. lnvoic.es..sh.all corntain the;following information;.
~ Clearnumerical identifcaEion, wit~.no duplication of numbering;
^ The beg~mm~g and ending dates of the. biilmg period~;
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A Task Summary containing the o~iginal contract amount; the:amount of prio~
billings; the;total due ifiis period, the;balance ayailable under ttie Agreement, and
the percentage: of completion;
~ At G'ity's option; for eaah :work item in each task, a cop,y of the applicable time
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entries or time sheets.;shall tie su6mitted showing ttie: name of the person doing
ihe wo~k, tfie hours: spent byeach person;.a brief description of the. wo~k, and
each reirnbursable expense;
^ The:total numberof hours of work performed, during the invoice period; under the
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Agreement by Consulfant and each employee, agent, and subcontractgr gf
Consultant performmg servrces hereunder;
~ The Consultant's signatute. ~
2,2 Monthly Ravment. Cify sfiall make monthly payments; basetl on invoices ceeeiired, for
services satisfactonly performed, and for authonzed ~eimbursable costs incurred City
shall have 30 days from the receipt of an inuoice that complies with all of the cequirements
above to pay ConsultanC.
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2.3. Total Pavment. Ciry sfiall payfor theservices to be rendered'by Consultant pursuant:to
t~is Agreemenf~ Cify: shall not pay any. additional sum for any expense.or cost;whatso.ever
incurred by Consultant in rendenng services pu~suantto this Agreement. Gity shall rnake
no paymenf for any extra, farther; or additional seNiee pursuant to this Agreernent.
In no event shall Consultant submit any invoice for an amount in excess of the maximum
amounf of compensation provided: abo~e.either for a task or for the entire Agceernent,
unless.the Agreement is modified prio~ to the submission of such an invoice by a properfy
exeeute8 ctiange orde~ or ametidment.
2.4 Hourlv Fees. Fees for work performed by Consultant on an hourly basis sha{I not exceed
the amoun.ts shown on the compensation schedule attached hereto as Ezhibit B.
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Consul6ng Services Agreement 6etween ~ J'uly 19;'2011
City of Dublin and Warris,and Associates Page 2 of 13
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2.5 Reimbursable Expenses. Reimbursaple exPenses:are included in °the total amount of
compensation provided under this Agreement 4hatshall not be.exceeded.
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2.6 Pavment of. Taxes. Gbnsultant is:solely responsible for ffie;payment:of employrnenf:taxes
incurced under Uiis:Agreement and any similar federal:.or state taxes.
2:7 'Payment uoon Temiination: fn the eyent:thaf the;City or Cbnsultant terminates is
Agreement pursuant to Sec6on 8, fhe.City shall compensate the Consultant°for all
outstanding costs and reimbu~sable expenses incurred for work satisfactorily eompleted as
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of ttie date~of°written notiee::of termination. :Consul.tant shall maintain adequate logs:and
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timesheets:in order to>venfy cosfs incurred to thaf date:
~:2.$> Authorization to Perform: Seni.ices. Tfie' Consultant is>not`authonzed to perform any
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services orincur an.y:costs::whatsoe~erunder the:tecros of:tfiis.Agreement`until receipt of.
aufhorization from'fhe :Contract:AdminisVator.
Section:3. FA'CILITIES:AND.EQUIPMENT: .Exeept as set`foith herein, Consultant shall, at its sole
cos@ and expense, provide all facilities and equipment that may, be necessary :to pe :rform: the: serv.ices
required by this Agreement, 'City shall make available:fo Cons.ultant only the facili6es and equipment listed
in this seetion; and only under the terms and contlitions set fo~th herein:
City shall furnish physical facilities such as desks, fihng cabinets, and conference space, as may be :
reasonably necessary.foe Consultant`s use while consulting with City employees>and reviewing records and ~
the informatipn in possession of the City. The:locabon, quantity, and time of fumishing those facilities shall
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tie in the sole: disc~etion of City. In no evenf:shall City`tie:obligated to:fumish any facitity that'may in:v.olve
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incurring,any direct expense, ineluding but not;limited to cqmputer, long-distance telephone or other ~;
communication eharges, vehicles, and reproduetion facili6es. j
Section 4. INSURANGE:REQUIREMENTS: Before b;eginning any work undertfiis Agreement;:
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Consulfant, at its:owrn cost and expense;:sfiall procure "occurrence coverage" insurance againsf claims.
fo~ i,njuries to p.ersons or damages to properry that.may arise from or in connection with the performanee
of the wock hereunde~ by the Consulfant and its'agents, representatives, employees, and subcontractors.
Consultant shall provide proof satisfactory to:City of such insurance that meets the requirements offhis.
sectioa and under forms of insurance sat~sfaetory in all cespects to :tfie City. Consultant shall maintain
the~ insuranee policies required by this sec6on throughout fhe term of this Agreement. The cost of such
insurance shall be included in the Cqnsultant's fee: Gonsultant shall nof allow any subconCractor to
cornmence woric on any subcontract until Consultant has obtained all insucanee:.re.quired herein for the
subcontractor(s) and provided evidence:theceof~tv City. Verificafion of the.required insuranee sfaall be
submitted and made part.of this Agreement prior to ezecution.
4:1 Workecs' Compensatian. Consuftantshall, at:its sole cost:and'expense, maintain
Statutory INorkers' Compensation Insurance~and Employer':s Liability Insurance for any
and all persons ernployed directly or indirectly by Consultant. The Statutory Wo~ke~s'
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Consulting Services Agreement between ' July 19, 2011
City of Dublin and Harris and Associates Page 3.of 1.3
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Compensation. Insurance and Employer's Liabilify Insurance shall be:proyided wi~i limits of
not less than ONE MILLIOIV. DOLLARS _($1,000,000:00) per accident. In the alternative,
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Consultant may. rel..y on a self=insurance program to meet:tFhose requirements, but only if
the prograrn of self=insurance complies fully with the provisions of the-Califo~nia Labor
Cpde. Determination of whether a self-insurance pcogram meets the standards of:the
Labor Code::shall be solely in the diseretion of the Contract Admirnstrator Ttie insu~e~; if
insurance is pro.~ided, or the:.Consultant, if<a program of self.:insuranee is pro~ided, shall
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wawe:ali nghts of subroga~on againsf the:City and its officers; offcials; emplo.yees, a.nd
volunteers for loss arising from work performed-under this Agreement.
An endorsemenfishall.state that eoverage:shall.not be:canceled ezcepYafte~ tfiirty (30)
days' priorwntten notice by:certifed mail, refum reseipt requesfed; hasbeen giyen to~the
Eity: Consultant shall nohfy. City within 14 days of notification from Consultant's insurerif
such;coverage is suspended, voided or reduced in coverage or in firnits:
4.2 Commercial General and Automobile.Liabilitv.lnsurance.
4:2.1 General reauiremenfs. Consultant, at its own cost and expense, shall maintain
comme~cial: general and automobile>liability insurance foc the'term of tti'is
Agceement i'rr an amount not'less:than ONE MILLION DOLLARS ($1,0.00,00.0;00)
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per occurrenee, com6ined single limit cov.erage for rislis associated with ~ie work
contemplated by this:Agreement: If a Commercial.General LiabiliEy Insurance or an
Automobile: Liatiility forrn or other form with a gen. eral aggregate limit is used,
either the general aggregate limit shall apply. separately to tfie work to:.be
perfoemed:underthis Ag~eement orthe general aggregate IimiE'shall be:at:l.east
twice the required occurrence.limit Such coverage:shall include but shall.not be
limited to, profestion against claims arising from bodify and personal injury,:
including death resulting ther.efrom, and damage to properry resulting from
~ activities.contemplated under thisAgreemenf, including the use:of.:owned and non-
owned autocnobiles. :..
4.2:2- Minimum scope of coveraqe.. Commercial.general coverage shal( be at least.as
bcoad as Insurance..Services Offiee Commerc'ial General Lia6ility occurrence:form
CG_OOp1 (ed.11/88) or Insurance: Services Offiee form number ~L 0002 (ed.1173)
covering:comprehensive General Liability and Insurance:Services Office form
number GC 0404 covering Broad Form Comprehensive General Lia6ility.
Automobile cove~age::shall be at.leasf as brdad as Insurance:Service'_s Office
Automqbile Liability, form GA Q001 (ed. 12/90) Code 8 and 9("any. auto°). No
endo~sernent shall be attached limiting the coverage.
4;2.3; Additional cequirements. Each of the following~shall be included in the.
insu~ance cove~age or added as:an endorsement to the policy;
a. City and its officers, employees, agents, and volunteers shat! tie covered
as add'itional insureds with respect to each of the following:: liability arising
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Consulting Services Agreemenf between `- July 19; 2011 °
City of Dublin and Harris and Associates Page 4 of 13
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out.of>activities performed by or on behaif of Gonsuitant;, inclutl`ing the
insuced`s general supervision of Consultant; products and completed
opecat'ions of C,onsultant; premises owned, occupied, or used by
Gonsultant; and automobiles owned, leased,.or used b.y the; Consultant.
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7he.co~erage;shall contain no.special limitations;on'the:scope of:
protection'affo~ded to Cify or its>officers, ernployees,.agents,.or
volunteers.
b. The insurance.shall cover on an oceurrence>or an ascident basis; and not
on a elairns-made basis.
c. An endorsement must state that.coverage is.primary insu~ance with.
respect.;to the City and its officers, officials; employees and yolunteers;
and fhat no insurance or self=insurance maintained b.y the: City shall be
called upon. to:coritributie to a loss under>t~e coverage.
d. Any failure of CONS,ULTANT to compiy with reporting provisions.of tlie
policy siiall not affect coverage provided to CITY and its officers;
ernployees, agents; and vo(unteers,
e. An endorsemenCshall state lhat coverage shall: n.ot be canceled except:
after ~iirty (30) days' prior written nofice by cerUfied mai4, retum receipt
requested, has been giv.en to the City:. Consultant shall nofify City within
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14:days:of notification from Consultant"s insurer ~f such cov.erage is
susPended, voided orreduced in coyerage or in limits:
4:3° '~Professional Liability Insurance: Consultant, at it5 own cost antl ezpense, ~shall
maintain for.~the period covered by this Agreement pcofe5sionai liatiili.ty insurance:for
licensed.professionals performing work pursuant to ~iis Agreement in an amount not less
than qNE M.ILLIQIV D.OLLARS ($1,000,000) covering the.licensed professionals' errors
and omissions.
4.3:1 Any deductible or self=insured retention shall nof exceed: $150,000 per claim.
4;3.2 An.endorsement shall state triat covecage shall not be suspended`,. yoided,
canceled by either parry, reduced in coverage:or in limits, except after thirty (3Q)
days' prior written notiee. by ce~tifed mail, return receipt requested, has.been given
to $ie City.
4:3.3. The follqwing provisions shall aPply if the professional liability cov.erages are
written on a elaims=made form:
a. The retroactive date of the pol'icy must be shown and must be before the
~date of'the Agreement.
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~Consulting SerVices Agreement'between July 1:9, 2011
C'ity of Dublin and Harris and: Associates Fage 5 of 13
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Insurance.must be maintained arid, evidence of insuranee must!be
peovided for at least five years after:completion of the;Agreement or the
~ woflc, so long as comrnercially available:at reasonable rates.
If co~erage;is caneeled oe not renewed and it:is not replaced wifh another
claims-made po6cy fo,fm with a retroactive date that precedes the>date of
tliis Agreement, Consultant must provide extended repocting coverage for
a minimum of five years after.completion :of:the Agreernent or the wo~k.
Ttie City shall fiave tlie right to exeroise, at the Consultant`s<sole c:ost and
expense, any extended reporting provisions of the policy;, if the Consultant
caneels or does not' renew ~ie coverage.
A copy of the claim reporting requirements: musf be`subrnitted to the Gity
pnor to ttie commencement;of any work under this Agreement.
4:4. AlI Policies:Reauiiements.
4:4.1: Acceptabilitv of.insurers. All insurance required;6y tfiis section is to be placed
wit~i insurers'with a Bests' rating of no less#han A:VII.
4.4.2 Verification of coveraqe: Prior`to beginning:anywork:'under this Agreernent,
Consultant:shalf furnish Ciry with;certificates:of insuranee::and with original
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endorsements effecfing cove~age requiced he~ein. The certificates and
endorsemerits for each insurance policy are to be: signed by a pe~son aufborized
by tfiat insurer to bind.coyerage..on ifs behalf. The City reSerues. tiie right Co.
require complete, certified copies:of all required insurance poliaies; at any Gme.
4.4.3. ,Subcontracfors:, Consultant shall requi~e aII subconCracCors to meet the
~insurance requirements stated herein. Each subconsultani:shall furnish separate
cerfificates: and .endorsements.
4.4:4 Variation. The City may approve a variation in: the foregoing insurance
requirements; upon a determination ~iaf the coverages, scoPe, limits, and forms of
such insurance are either not.cornmercially availa6le, orthaf the .Gity's: intecests
are otherwise fully protected.
4.4'.5 Deductibles and Self-lnsuced:.Retentions:~ Gonsultant shall disclose to and
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obfain tfie approval of City for'ftie self=insured retentions and deductibles before
beginning. any of the. services or work calledfor by any ferm.of this Agreement.
Du~ing the period co~ered by thiS Agreement; only upon the prior express written'
authorization.of Gontract Administrator, Gonsultant may inerease such deduct'ibles
or.self-insured retentions with respect to City, its officers, employees; agents, and
volunteers. The Contract Administcator may condi6on approval of an increase in
deductible ocself=insured retention levels with a requi~ement that Consulfanf
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Consulting Services Ag~eement"between "` ~` `July 19, 2011
City of Dablin and Hams and Assoeiates _ Rage 6 of.1:3
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procure a bond, guaranteeing paymerit:of losses and relafed invest~ga6ons, claim
administration,. and defense`expenses:thaf is:satisfactory:in all respecfs to each of
them.
4:4:6 Notice of Reduction in Co~eraqe. In the event that any co.verage.reguired.
by this sect'ion is reduced, lim'ited, o~ matenally affected in any othec manner,
Consultant shail provide written notice`to City at Consultanrs~earliest possible
oppo[tunity and ~n no case later than fve days:after Consultant is noGfied of.the
ctiange in coVerage:
4:5 Remedies: In addition to any other ~emedies~City may have'if Gonsultant fails to provide
or maintain any insurance policies.orpqlicy: endorsements to the: extent and within the time.
herein required, CiCy may, ai its :sole.option exe~c~se any of ~ie foflowing remedies, which
are~altematives to other remedies City may ha~e and are:not'the exelusive cemedy for '
Consulfant'sbceach: ,
Obtain such insurance and deduct and retain`the:;amountof the premiums for such
insurance from any:sum5;due..under t~e Agreement;
^ Qrder:Consuftant.to stop work under thisAgreement or'withhold any paymenf that
becomes due to Gonsultanf liereunder, o~ both.stop work>and wiffitiold :any payment;
until Consultant demonstrates compliance .with the: requirements hereof; andlor
~` Terminate this.Agreement.
Section.5. INDEMNIFICATION AND CONSULTANT'S.RESPONSI81LfTIES... Consultank:shall
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indemnify; defend witfi counsel approved by the'City, and hold hacmless. the City and its officials, office~s,
~employ.ees, agents, and volurifeecs #ram and, against any arid all losses, liability, claims, suits, actbns,
'damages, and eauses:of=action ansing out of any personaC inju,ry, bodily injury, loss=of life, or damage
to property, or;any violation of any federal, sfate,: or municipal. !aw or ordinance, to the extent caused, in
whole or'in part,, by the willful misconduct or negligent acCs or omissions of Gonsulfant or its employees,.
suticontractors; oragents, by acts for which they could be held stricily liable. The foregoing obligation of
Consultantshall not apply when (1) the injury; loss oflife, damage to property,:or violation of law arises
wholly from the negligence or willful misconduct of ~ie City or its office~s; emplo.yees, agent5, or volunteers
and (2) fhe actions of Cbnsultant or its emplg.yees, subconf~acto~, o~ agents fiave contnbuted in no part to
the in~ury,'loss of life, damage to property, or viofation ofilaw: It'is undeestood that the duty of Consultant
to indemnify antl hold harmless includes the duty to defentl as set forth:in Sectiqn 2778 of the Galifomia
Civil Code, Acceptance by City of insurance certificafes antl 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 focdamages wfiethier or not
such insu~ance policies shall have been determined to apply:. By execution of fhis.Agreement, Consultant
acknowledges and agrees to the provisions of this Section and that it is a material eleme.nt of conside~ation.
In t}ie event that Consulkant or<any employee, agenf; or subcontcactor of Consultant providing services
under this Agreement is determined by a court of compefent jurisdiction or the Califomia Public Employees
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ConSulting Services Ag~eement 6efween - ~ u y ,
City of Dubhn and Harris and Associates Rage 7of 13
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Retirement S`ystem (FERS) fo be eligible for enrol(ment in PERS;as an employee of City, Consultent s~iall
indemnify, defend and hold harmless City fo~ the payment of any emplqyee and/or employercontributions
for PERS benefits on behalf of ConsultanE or its employ,ees; agents; or subcontractots; as weN .as for the
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payment of any penalties and: interest op suefi eontnbritions, which would otherwise'be the responsibility of
Cify.
:Section 6:: STAtUS:'OE,CONSULTANT..
=6:1. Independent:Confractor At:all:times during the term of this Agreemenk, Consultant
sfiall be an independent contractor and shall nqt be an employee of Gity, City stiail have
the right to controi Consultant only msqfar as the ~esuifs of ConsultanYs serv'ices rendered
pursuant to this Agreemenf and as5ignment of Personnel pursuant to Subparagraph 1;3;
howe~er, otherwise City shall not hav.e the:right to control the means:by which Consultant
accomplishes:seivices rendered pursuanf to this Agreement. Notwithstanding any other
City; state, orfedecal policy., cule; ~egulation, law, or ordinance to the cqntrary, Consultant
and any ofits employees; ,agents, antl subcontractors providing seivices under tfiis
Agreement shall noYqualify: for or become entitled to;: and hereby agree to waive any and
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alf elaims to, any compensation, qenefit, or~:any incident of emPloyment by Gity;. insluding
buf not limited to eligiaility to enroll in t~e Califomia Publie Employees Retirement 5ystem
(PERS)~as an employee of City and enfiflemenk to any confr'ibution fo be paid by Ciry#or
employer contribut~ons.andlor employee contritiutions for PERS benefits.
6.2 Consultant No Aqent: Except as City may:specify in writing, Consultant shall have nq
authority, ezpress<o~ implied, to act on behalf of City: in any capacity whatsoever as an
agent, Consultant shalf have no authorify, exPress or implied, pursaant to this Agreement
to b~nd'City to.any obligaUon wtiatsoeve~:.
Section Z. LEGAL REQUIREMEN.TS.
Z:1 Gov.erninq Law. The laws of fhe State of Califomia.shall gouem this Agreement.
Z.2 Comeliance with Aaplicable Laws: Consultant;and any sub.contractors shall comply with
all laws aPplicable to the performanee of:the work ~iereundec.
T:3 OtherGovernmenfal Re,gulations. To the:extent that this Agreement may be funded
6y fiscal assisfance from anotFie~ govemmental entity, Gonsultant and any subcontractors
shall comply wifh:all applicable rules'and regulations:fo wliieh City is bound by #he terms.of
such f'iscal assistance program.
7.4 Licenses and Permits. Consultant represents:and warrants to City t~at Consultanf and
itsemployees, agents, antl any subeontcacto~s liave:all licenses; permits, qualifications,
and approvals of'whatsoever nature that are;legally required to practice their respectiye
professions, Consultant represents and war~ants.to City thaf Consultant and its
employees, agents, any subcontcactors shall,.:at their sole:cQSt and expense, keep in
effect at all tirnes durirng the term of this ~Agreement any licenses, permits, and approvals
City of Dublin and Harris and Assoc'iates Page 8 of 13'.
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that are legally required to' practice fheir respeefive professions. In addition to'the
foregping, Consultant and any subcontractors shall obtain antl maintain during"the>term
of thisAgreement valid Business Licenses from City.
7.5 Nondiscrimination:and EQUaI OpportunitV. Consuftant>sfiall not discriminate; on the
" basis of:a pe~son's raee,:religion, colqr, national origin,;age, physical or mental;handicap
or disabili#y, medical condition, :mantal statu5, sex, or sexual orientation,. against any. '.
einployee, applicant for`employment,<subcontractor, bidder for a subconfract, orpartieipant '
in„ reeipient of;:or applicant:for any services or programs p..rovided by :Consultant:,und.e~ this ~
Agreement!. Consultant shall eomply with'all applicable federal,. stafe, and local.laws; :~:
policies, rules; and requi~emenfs: related to equal opportunity;and nondiscrirnination in
emPlo.yment, contrachng, and the proyision of ariy secvices:ttiat are the_subject~of this
Agreement, including but not:l'imited'to tfie:saasfaction of any positive otiliga6onsrequired
of Consultarit thereby.
Consultant sha11 include the:pro~isions of fhis Subsection in:any su.bcontract.appro.ved by °
the Contract Administrator or this Agreeinent. ~
`Seetion~'8.; TERMINATION..AND,.MODIFICATION.;
8:1 Termination. City may cancel fhis Agreement. at any time and without cause upon:writfen.
notification to Consuffant, `
Corasultant may:cancel this Agreement.upon thi~ty (30) days' written notice to City'and
shall include in such no6ce the reasons for cancellation:
In fhe event'of termination, Consultant §hall be entitled to compensa6on for services
performed ta:the.effective date of ten'nination; City, however, ;may condi6on payment of
sueh compensafion upon Gonsultant dehvenng to City: any orall documents, photographs,
computer software, video and audio tapes; and other materials provided to:.Consalfant.or
prepared<by or for Consultant or the City in connection wifh this Agceement:.
8.2 Extenslon. .City may, in ifs sole and exclusiv.e discretion, extend the end date.of this
AgreemenE beyond ttiat provided for in Subsection 1.1. An:y such extension shall require
a wntten amendment to t~is Agreemenf, as pcovided for herein. Consultant understands
and agrees; that, if,City grants such an extension, Gity shall `have: no obligation to provide.
Consultant with:compensation beyond: the maximum amountprovided fo~ in this
Agreement. Similarfy, unless authqrized by the:Contract Administratoc, City shall.have
no obligation..to;reimbu~se Consultant for an.y otfierwise reimbursable expenses incurred
dunng the:extension Penod.
8.3 Amendments: Tfie parties may amend this Agreement orily by a writing signed by all the
parties.
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Consulting Services Agreement tietween " July 19;`2011 `
City of Dublin and Harcis and Associates Page 9 of 13
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,8;4`; Assignment and Subcontractina. Cifyand Consultant recognize and ag[ee fhat th'rs
Agreement;contemplates.personal performance by Consultant and is based upon a
determina6on of Consultant`s unique personal competence; ezperience, and specialized
peesonal know(edge. Moreover,.a substantiai inducement tv Ciry for entering into this
Ag~eement was and is tfie professional reputation and competence of Consultant.
Consultant may not:assign this Agreement or any interest therein withqut the prior written
approual of the Contract Administrator. .Consultant shall nof su6contraet any portion. oi the
,..
performarice contemplated and pcovided forherein, other than<to;the subcontraetors noted
in the proposal, without pnoc wntten approval of the Contract Administrator.
8.5 Sunrival. All.obl'igabqns:;arising prior tq the termination of this Ag~eement arid all
provisions of this Ag~eernent allocating liability between City and Consultantshall
sucvive ttie.CeRnination of this Agreement:
8.6 Options upon Breach bv Consultant. If Consu(tant materially breaches;any qf the te~ns
of this Ageeement,,:City's remedies shall included; but not be iimited to, the'following:
8:6.1 Immed'iatel.y terminate tfie Agreement;
8:6.2 ReCain the plans, specifications,.d~awings, reports, design documents,.and any
other work product prepared by Consu.Itant pu~suant to th~s-Agreement;
8:6.3 Refain a diff.erent<consultant to complete the work described :in Exhibit A not
finished by Consultant; o~
8:6.4 Gharge Consultant,the difference tietween tlie cost to complete the work-
`described: in Exfiibit A that is unfinished at Ehe time of breach and the amount
that Gity woultl have paid Consultant pursuant to °Section 2'if'Consultant had
completed the work:
`Seetion:~9.: KEEPING AND STA'TUS`OF RECORDS.
9:1: Records'Created as Part of Gonsultant's Performance. All reports; data; maps,
models, charts, studies, suNeys, photographs, memocanda, plans, studies, specifications,.
cecords,, files,:or any ofher documents.or materials, in eleeteonic or any other form, that
Consultant prep.ares or obtains pursuant tothis Agreement and that re(ate to the matters
covered hereunder shall be the :property of the Ciry. Consultant hereby ~agrees to:deliver
those documents to the City upgn termination of the Agreernent. It is understood and
agceed 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 a~e
not necessarily suitable for.any:f~ture oro~ier use; City and Consultant agree that, until
final approval by City;>all data,;plans; specifcations; reporks and ofher documents are
confidential and will not be released to third parties wittiout priorwnkten consent of both
parties.
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Consulting Seevices Agreement beCween July 19,`2011
Gity of Dublin and Harris and Associates Page 10 of t3
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9:2 Consultant's Books and Records.. Consultant shall maintain any.and ali ledgecs, books
qf account, irnvoices, vouchers; canceled checks, and other records or docarnents
evidencing or relating to;chargeS for seNices>or expendituces :and disbu~semenfs eharged
_ to the City under ttiis Agreement for a minimum of three (3) yeacs, or foran,y Ionger period
required by law, from fhe;date of final payrnent to.the Consultant to fhis Ag~eement; .
9:3 Inspection and Audit of Records. Any records;or;do.cuments that Section:;9:2<of this
~ Ag~eement:requires:Consulfant to maintain shall be made a~ailable fo~ inspection, audit,
andlor copyiri~g at any time during regular business hours, upon oral or written request:of
the City:;: At the City's:option,.underCalifornia Govemroent Gode Section 8546;7, if:the
amaunt.of public funds expended under tfiis Rg~eemenf exceeds TEN THOUSAND
DOLLARS ($10;000.00); the Agreement may be subject to the examination and~ audit;of
the State<Auditor; for a period of th[ee (3) years after'final payment under'the Agreement:
Section 90. MISCELLANEOUS PR0IIISIONS.
;:
10~1 Attocnevs' Fees: Ifia party to tliis Agreement brings any action, including an action for
declaratory ~elief, to enforee or interpret the provision bf'this Agreement, the prevailing
paity shall be entitled.to reasonable attorneys' fees.in addi~on to any other relief to which
t~at parEy may be entitled. The court may set such fees in th~e same:action`o~ in a
separate action. brougfifi for tliat piirpose: .
40:2 Venue. ln the event that eithe~ partj+ brings any action against•the other under t~is
Agreement, the parties agree that tnal of such action shall,be vested:exclusi~ely in the.
sfate courts of Califomia in the Coun.ty. of Alameda or in khe Unifed States Distriet Court fo~
ttie Norttiem District=of`Califomia.
10.3: Severabilitv. If a eourf of;competent.~unsdiction finds or rules:that any prov'ision of:this
Agreement is `invalid, ~oid, or unenforceable; the provisions of this: Agreement not so
adjudged shall remain in full force and effect. The invalidity in whole or in pa~t of any
provision of this:Agreement sfiall not void or affect the validity:of ariy other provision.of this.
Ag~eement.
10A No Imalied-Waiver of Breach;• The waiuer:of any breach of a sPecific prodision of tfiis
Agreement.does not consGtute a waiver of any otfier breach of ttiat fe~m or an,y otherterm
of;this Agreement.
10:5. Successocs::and Assiqns. TEie provisions of this Agreement shall inuce fo ttie benefit of
and shall apply to and bind the suceessors and assigns of the pa~ies: ~
10.6 Use. of Rec~cled Products: Gonsultant shall prepare: and submit<all reports, wntten
studies and other priiited rnaterial on recycled paper to the extentit:is'available at equal or
less cost than virgin paper.
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Consulting Seniices Agreement between uly ,
Gity of Du61in and Harris and Associates Page 11 of 13
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10;7 Conflict of lnterest: Gonsultant may serve other clients, but none>wliose activitieS within
ffie corporafe limits of City or whose business, regardless of locaGon; would place.
Gonsultant in a"conflict;of'interest;" as that term is.defned in fhe Political Refo~m Act,
codifed at Galifornia Govemment Code Seetion:81000 et'seq.
Consultant shall not;employ an.y City offieial in the work>performed pursuaiit to this
Agreement'. No offcer bremployee'of City shall have any financial`infecest in this.
Rgreement`that would v.iolate Galifornia Government Code Sections 1Q90 et seq.
Consultant hece6,y watrants tfiat it is not now, nor has it tieen in the previous twelve ,(.12)
mpnths; an employee; agent; appointee, or official.of: the'Gity, If Consultant was::an
employee; agent, appointee; o~ official of the Gity in tlie previous twel.v.e months,
Consulfant warrants that it did not:ParGcipate in any manner in the forming of ttiis
Agreernent Consulfant unde~stands that, if this Agreement is made in violation of
Govemment Code §1:096 etseq., the entire:Agreement;is void and Gonsultant will not be:
entitled to any cgmpensation fo~ secvices performed pursuanf'to ~iis Ag~eement, including
reimbu~sement of expenses, and Gonsultant will pe:~equired fo reimbu~se the City for.any
sums paid to the Consultant. Consultant understands'that, ih:addition tb:the foregoing, it
may be subject to cnininal prosecution for a violation of'Govemrnent Code § 1090 aiid, if
applicable, wilf be>disGualifed from holding public office in the State.of Califomia.:
10.8 Solicitation: Consultant agrees not to solicit business at any meeting, focus group, or
'interview related to this Agreement; either o~ally or th~ough any wriffen materials:
10.9 Contract Adminisfration: Tiiis Agreementshall be:administered ~y Mark Lander, City
,
Engineer ("Confract Admmistrator"). All correspondence shall be directed to or through~:the.
~ Contract Administrator or fiis orher designee~
10.10 Notices: Any written notice to Consultant shall be: sen4 to: Vem Phillips:
Hams and Associates
1401 V1Iillow Pass. Road;
Concord: , .GA=9452Q
Any written notice to City'shall be sent to: Mark Lander
~ City of Dublin Public Wo~4Cs
100 Civic Plaza
Dublin, CA 94568
10:1'1 Professional Seal. Whece`applicable in the deterrnination of tlie coritract administrator;
the first page of a technical repoct, first page of design specifcations, and eacli page of
eonstruction drawings shall be stampedlsealed and signed by the licensed professional
responsible for tfie reporfldesign preparation. The stamp/seal shall be in a:block entitled
"Seal and Signature of Regisfered Professionaf with report/design cesponsibility," asin ffie
foilowing ezainple.
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Consulfing Services Agreement: between ` ` , July 19, 2011
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10;12 Intearation This Agceement,.ineluding the scope of work attached hereto and;
incorporated herem as Exhibif A, rep~esents the.entire and integrated :agreement between
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City and:Consultant and supe~ede.s all' pnor.negotiations, repcesentatio.ns, or ag[e~ments,.
e~ther written or;otal::~ ~
CITY OF DUBLIN
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Jorn Pattillo,.
City Manager
Attest:
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Caroline Soto, City Clerk
Approved:as:to Form:
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John Bakker, Gify.Attomey
G:1GIP1SQorm Drain AssessmenflHarris and Associateslagreemeni Hartis Design:doc ~
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Consulting Services Agreement between " ~ ~ ~~ July 19, 2011
City of-Dublin and Har~is::and Associates Fage'13:of 13
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EXHIBIT A
SCOPE.OF SERUlGES
To provide design and construction: engineering seryices as delineated in the attached proposal
~ .
dated June 30, `2011, for the:Storm D~ain Systern Point Repairs and Phase 2 Year 2 Condition
Assessment: ,
G;IGIPIStorm ~rain AssessmenflHartis and AssociateslagreementHartis 0esign:doc
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Consulting Seniices Ag~eemenf6etween " June 30,:2011'
City of Dublin and Harris and Assoeiates --ExhibitA PagE
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EXWIBIT B
COMPENSA7'ION SCHEDULE
The ferm of t~e Agreement shall end on June 3Q, ~20:1.3. Consultant;may request:an adjustrnent::of
rates for the second and"fhird years:of the term, provided.that no sueh adjusfinen#s;of rates sfiall be.
effecfive unless and until the adjusfinent`is agreed to in .writing by~tlie=Gity'Manageror other:designated
ofFeial of City authorized to obligate City.
Compensation shall be paid per the attached Fee.Schedule.
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`City s.hall'`pay Consultant on a time-and=maferials ~basis in an amount not fo exoeed ~ie total sum of
Fo~ty-Three Thousand S.even:.F'ifty-Two and No Cenfs ($43,752.00) pee year for services to be performed
pursuant fo this Ag~eement Gonsultant:shall submit inVoices at the end of'eaeh specific project or as
agceed between Consultant and:City regarding eaeh sPecifie:project, based.qn the cost:for services
performed, ~
The total.sum stated abo.~e:shall be fhe total which City shall pay for the serv.ices tq be rendered by
Gonsultant pursuant to this Agreement: City shall not pay any addi~onal sum for ahy expense or cost
whatsoever incurred by Consultanf in rendenng:services pursuant to this Agreement
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Cify: shall make no~paymenffior any ezt~a, fu~ttier or additional.service pursuant:to~this Agreement
unless such extra service and the price therefor is agceed to in writing executed by the City Manager:o~
okher designated official..of City autfiorized fo obligate City thereto prior to the time such extraserVice is.
rendered :and in no event Sfiall :such_ change order exceed twenty=fiv.e pereent (25%) gf the initial contracf
priee. ..
The services to be provided under this;Agreement may be terminated.withqut cause at any point~in
time in the sole:and ezclusive: discretion of City. If the Agreement is terminated' by City, Consultant shall be
entitled to receive just;and equ'itable compensation for any satisfactory work completed on such doeuments
and:other materials~#o the;,effective d:ate..of such termination. In that event, all finished and onfinished
documents: and o~ier materials:sh'all; .at the option of the Gity, become Gity's sole and exclusive property.
Consultant<hereby expressly waives any and all claims for damages; or comPensation arisin,g under this
Agreement. Consultant<shall maintain adequate logs and timesheets in order to verify costs incurred to
date. -
Tfie Consultant'is not~auttiorized to perform any service5 or incur any costs'whatsoever under the
terms of tliis Agreement until receipt gf a fully executed Furchase Orderfrom tr~e Finarice Depattment of
the Gify of Du.blin.
G:lCIPlSrorm Drain AssessmenBFlarris and Associateslagreement Hartis 0esign.doc
1383611.1
City of Dublin: and:Marris and Associates--Exhibit B Page