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HomeMy WebLinkAboutReso 140-11 Swim Center ModernizeRESOLUTION NO. 140 - 11 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN ~******** APPROVING AGREEMENT WITH DAHLIN GROUP ARCHTECTURE AND PLAIVNIIVG FOR THE DUBLIN SWIM CENTER MODERNIZATION MASTER PLAN WHEREAS, the Dublin Swim Center was constructed in 1974 and City of Dublin took over operations of the facility in 1988 from the Dublin San Ramon Services District; and WHEREAS, the facility and pool mechanical systems are showing signs of aging and in some cases reaching the end of the serviceable life; and WHEREAS, the City of Dublin requires specialized professional services to identify repair and improvement needs at the Dublin Swim Center and prepare a Master Plan to modernize the facility; and WHEREAS, Dahlin Group Architecture currently has an Agreement with the City to prepare design documents for the new Emerald Glen Recreation and Aquatic Complex; and WHEREAS, the services provided by Dahlin Group Architecture under other Agreements with the City of Dublin have been satisfactory. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin hereby approves the Agreement, attached hereto as Exhibit A with Dahlin Group Architecfure and Planning to prepare the Dublin Swim Center Modernization Master Plan, in an amount not to exceed $45,200 including reimbursable expenses. BE IT FURTHER RESOLVED that the City Manager is authorized to execute the Agreement. PASSED, APPROVED AND ADOPTED this 16t" day of August, 2011, by the following vote: AYES: Councilmembers Biddle, Hart, Hildenbrand, Swalwell, and Mayor Sbranti NOES: None ABSENT: None ABSTAIN: None ~v ~ N~-- Mayor ATTEST: ~ I" City Clerk Reso No. 140-11, Adopted 8-16-11, Item 4.4 Page 1 of 1 ~ CONSULTING SERViCES AGREEMENT BETWEEN THE CITY OF DUBLIN AND DAHLIN GROUP, INC. FOR THE DUBLIN SWIM CENTER MASTER PLAN STUDY THIS AGREEMENT for consulting services is made by and between the City of Dublin ("City"} and Dahlin Group, Inc. ("Consultant") as of August 16, 2011. Section i. SERVICES. Subject to the terms and conditions set fo~th in this Agreement, Consultant shall provide to City the seNices described in the Scope of Work attached as Exhibit A at the time antl pface 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 shaN prevai{. 1.1 Term of Services. The term of this Agreement shall begin on the date.first noted above and shall end by December 6, 2011, and Consultant shall complete the work desc~ibed in Exhibit A prior to that date, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8, The time provided to Consultant to complete the ,, services required by this Agreement shall not affect the City's right to terminate the Agreement, as provided for in Section 8. 1.2 Standard of Performance. Consultant shall perform all services required pursuant to this Agreement in the manner and according #o~the standards observed by a competent ~ practitioner of the profession in which Consultant is engaged in the geographical area in which Consultant practices its profession. Consultant shall prepare all work products required by this Agreement in a substantial, first-class manner and shall conform to the standards of quality normally observed by a person practicing in ConsultanYs profession. 1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, , Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 1.1 above and to satisfy Consultant's obligations hereunder. Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed Forty Five Thousand Two Hundred Dollars and No Cents ($45,200.00) notwithstanding any contrary indications that may be contained in Consultant's proposal, for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Consultant's proposal, attached as Exhibit A, reg'arding the amount of compensation, the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to tliis 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. Consulting Services Agreement between August 16, 2011 City of Dublin and Dahlin GrouP, Inc. , for Dubfin Swim Center Master Plan Study Page 1 of 14 ExN~g~T a- i o ATT~~-H ~ttN T ! 3 ~ ~ Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person. - Consuitant and City acknowfedge and agree that compensation paid by City to Consultant under this Agreement is based upon Consultant's. estimated costs of providing the services required hereunder, : including salaries and benefits of employees and subcontractors of Consultant. Consequently, the parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement. 2.1 Invoices.. Consultant shall submif invoices, not more often than once a month during the . term of this Agreement, based on the services performed and reimbursable costs incurred prior to the invoice date. Invoices shall contain the following information: ^ Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.; ^ The beginning and ending dates of the billing period; ^ A Task Summary containing the original contract amount, the amount of prior billings, the total due this period, the balance available under the Agreement, and the percentage of completion; • The Consultant's signature. 2.2 Monthly Pa~-ment. City shall make monthly payments, based on invoices received, for services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have 30 days from the receipt of an invoice that complies with all of the requirements above to pay Consultant. - 2.3 Retention. City shall retain 10% from each progress payment. Upon completion of each phase of work as specified in Exhibit A, Section 24, City shall release the retention for that phase pursuant to this Agreement within sixty (60) days after completion of the services and submittal to City of the final invoice for that phase, if all services required have been satisfactorily performed. 2.4 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement. In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire,Agreement, unless the Agreement is modified pnor to the submission of such an invo'ice by a properly ` executed change order or amendment. Consulting Services Agreement between City of Dublin and Dahlin Group, Inc. for Dublin Swim Center Master Plan Study August 16, 2011 Page 2 of 14 cp(,~ ~ 2.5 Hourlv Fees. Fees for work performed by Consuitant on an hourly basis shail not exceed the amounts shown on Exhibit 'B'. ~ 2.6 . Reimbursable Expenses. Reimbursable expenses are specified in Exhibit A, Section 14, and shall not exceed Two Thousand Five Hundred Dollars and No Cents ($2;500.00). Expenses not listed in Exhibit A are not chargeable to City, Reimbursable expenses are included in the total amount of compensation provided under this Agreement that shall not be exceeded. ~ . 2.7 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. 2.8 Payment upon Termination. !n the event that the City or Consultant terminates this Agreement pursuant to Section 8, the City shalt compensate the Consultant for all outs#anding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets in order to Verify costs incurred to that date. . 2.9 Authorization to Perform Services. The Consultant is not authorized to perform any services or incur any costs whatsoever under the ferms 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 availabfe to Consultant only the facilities and equipment listed in this section, and only under the terms and conditions set forth herein. City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for ConsultanYs use while consulting with City employees and reviewing records and the information in possession of the City, The location; quantity, and time of furnishing those facilities. sha11 be in the sole discretion of City. In no event shall City be obligated to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long-distance telephone or other communication charges, vehicles, and reproduction facilities. Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant, at its own cost and expense, shall procure °occurrence coverage" insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work heceunder by the Consultant and its agents, representatives, employees, and subcontractors. Consultant shall provide proof satisfactory to City of such insurance that meets the requirements of this section and untler forms of insurance satisfactory in all respects to the City. Consultant shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Consultant's bid. Consultant shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained all insurance required herein for the Consulting Services Agreement between City of Dublin and Dahlin Group, Inc. for Dublin Swim Center Master Plan Study August 16, 2019 Page 3 of 14 a~ subcontractor(s) and provided evidence thereof to City. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. 4.1 Workers' Compensation. Consulta~t shall; at its sole cost and expense, mainiain Statutory Workers' Compensation Insurance and Employer's Liability Insurance for ariy" and all persons employed directly ar indirectly by Consultant. The Statutory Workers' Compensation lnsurance and Employer's Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS ($1,000,000.00) 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, and volunteers for loss arising from work performed under this Agreement. An endorsement shaU state that coyerage shall not be canceled by either party, except after thirty (30) days' prior written notice by certified mail, retum receipt requested, has been given to the City. Consultant shall notify City, by certified mail, retum receipt requested, within.14 days of notification from Consultant's insurer if such coverage is suspended; voided or reduced in coverage or in limits. Furthermore, Consultant shall not on its own initiative seek a reduction in coverage or iri limits from ifs insurer. 4.2 - Commercial General and Automobile Liability Insurance. 4.2.1 General requirements. Consultant, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be .. performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non- owned automobiles. ' 4.2.2 Minimum sco~e of coveraqe. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General. Liability occurrence form CG 0001 (ed.11/88) or Insurance SeNices Office form number GL 0002 (ed. 1/73) , covering comprehensive General Liability and Insurance Services Office form . number GL 0404 covering Broad Form Comprehensive Generai Liability. Consulting Services Agreement between ` August 16, 2011 City of Dublin and Dahlin Group, Inc. for Dublin Swim Center Master Plan Study ~ Page 4 of 14 ~ ad . ~. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (ed. 12/90) Code 1("any auto°). No endorsement shall be attached limiting the coverage. 4.2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as an endorsement to the poficy: a: City and its officers, employees, agents, and volunteers shall be covered as insureds with respect to each of the following: liability arising out of activities performed by or on behalf of Consultant, including the insured's general su'penrision of Consultant; products and completed operations of Consulfant; premises owned, occupied, or used by Consultant; and automabiles owned, leased, or used by the Consultant. The coverage shall contain no specia{ limitations on the scope of protection afforded to City or its officers, employees, agents, or volunteecs. b. The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis. c. An endossement must state that coverage is primary insurance with respect to the City and its officers, officials, employees and volunteers, and that no insurance o~ self-insurance maintained by the City shall be called upon to contribute to a loss under the`coverage.. d. Any failure of CONSULTANT to comply with reporting provisions of the policy shall not affect coverage provided to CITY and its officers; employees, agents, and volunteers. e. An endorsement shall state that coverage shall not be canceled by either party, except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. Consultant shall ~ notify City, by certified mail, return receipt requested, within 14 days of notification from ConsultanYs insurer if such coverage is suspended, voided or reduced in coverage or in limits. Furthermore, Consultant shall ~ not on its own initiative seek a reduction in coverage or in limits from its insurer. f. For the purposes of Section 4.2.3 of this Agreement, the general contractor selected by CITY to perform the construction of the fiacilities designed by Consultant pursuant to Exhibit A of this Agreement, and any subcontractors engaged by the general contractor, shafl not be considered agents of GTY. Consulting Services Agreement between August 16, 2011 City of Dublin and Dahlin Group, Inc. ` ~ for Dublin Swim Center Master Plan Study Page 5 of 14 ~ ~ a~ 4.3 Professional Liability Insurance. Consuitant, at its own cost and expense, shall maintain for the penod covered by this Agreement professional liability insurance for_ licensed professionals performing work pursuant to this Agreement in an amount not less than TWO MILLION DOLLARS ($2,000,000) covering the licensed professionals' errors and omissions. 4.3.1 Any deductible or self-insured retention.shall not exceetl $150,000 per claim. 4.3.2 An endo~sement shall state that coverage shall not be canceled by either party; except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. Consultant shall notify City, by certified mai1, return receipt requested, within 14 days of notification firom ConsultanYs - insurer if such coverage is suspended, voided or reduced in coverage or in limits. Furthermore, Consultant shall not on its own initiative seek a reduction in cove~age or in limits from its insurer. 4.3.3 The following provisions shall apply if the pcofessional liability coverages are written on a claims-made form: ~ The retroactive date of the policy must be shown and must be before the date of the Agreement. Insurance must be maintained and evidence of insurance must be provided for at least five years after completion of the Agreement or the work, so long as commercially available at reasonable rates. ~-~ c. If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the date of_ this Agreement, Consultant must provide extendetl reporting coverage for a minimum of #ive years after completion of the Agreement or the work. The City shall have the right to exercise, at the ConsultanYs sole cost and expense, any extended reporting provisions of the policy, if the Consultant cancels or does not renew the coverage. d. , A copy of the cfaim reporting requirements must be submitted to the City prior to the commencement of any work under this Agreement. 4.4 All Policies Requirements. 4.4.i Acceptability of insurers. All insurance required by this secfion is to be placed with insurers with a Bests' rating of no less than A:VII. ~ 4.4.2 . Verification of coveraae. Prior to beginning any work under this Agreement, Consultant shall furnish City with certificates of insurance and with original .., Consulting Services Agreement between August 16, 2011 City of Dublin and Dahlin Group, Inc. - for Dublin Swim Center Master Plan Study ~ Page 6 of 14 ~ endorsements effecting cove~age cequired herein. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf, The City reserves the right to require complete; certified copies of a1i required insurance policies, at any time. 4.4.3 Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each . subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein, except for the amount of Professional Liability Insurance required in Section 4.3 which shall be ONE MILLION DOLLARS -~ ($1,000,000) foe subcontractors. 4.4.4 Variation. The City may approve a variation in the foregoing insurance requirements, upon a determination that the coverages, scope, limits, and forms of such insurance are either not commercially available, or that the City's interests are otherwise fully protected. 4.4.5 Deductibles and Self-Insured Retentions. Consultant shall disclose to and obtain the approval of City for the self-insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. During the period covered by this Agreement, only upon the prior express written authorization of Contract Administrator, Consultant may increase such deductibles or self insured retentions with respect to City, its officers, employees, agents, and volunteers. The Contract Administrator may condition approval of an increase in deductible or self-insured retention levels with a requirement that Consultant procure a bond, guaranteeing payment of losses and related investigations; claim administration, and defense expenses that is satisfactory in all respects to each of them. 4.4.6 Notice of Reduction in Coveraqe. In the event that any coverage required by this section is reduced, limited, or materially affected in any other manner, Consultanf shall provide written notice to City at Consultant's earliest possible opportunity and in no case later than five days after Consultant is notified of the change in coverage. _ ~ 4.5 Remedies. In addition ta any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Consultant's breach: ^ Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; Consulting Services Agreement between August 16, 2011 City of Dublin and Dahlin Group, Inc. . for Dublin Swim Center Master Plan S#udy Page 7 of 14 ab ^ Order Consultant to stap work under this Agreement or withhofd any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consuftant demonstrates compliance with the requirements hereof; and/or ^ Terminafe this Agreement. Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. Consultant shall indemnify, defend with counsel selected by the City, and hold harmless the City and its officials, officers, . employees, agents, and volunteers from and against any and all losses, liability, claims, suits, actions; damages, and causes of action arising out of any personal injury, bodily injury, loss of life, or damage to property, or any vialation of any applicable and non-conflicting federaf, state, or municipal law or ordinance, to the extent caused, by the willful misconduct or negligent acts or omissions ~of Consultant or its employees, subcont~actors, or agents, by acts for whicfi they could be held strictly liable, or by the negligent quality or character of their work. The foregoing obligation of Consultant shall not apply when (1) the injury, loss of life, damage to property~ or violation of law arises to the extent from the negligence or wi~lful misconduct of the City or its officers, employees, agents, or volunteers and (2) the actions of Consultant or its employees, subcontractor, or agents have contributed in no part to the injury, loss of life, damage to property, or violation of law. It is unde~stood that the duty of Consultant to indemnify and ho{d harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Consultant from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply to any damages or claims for damages whether or not such insurance policies shall have been determined to apply. By execution of this Agreement, Consultant acknowletlges and agrees to the provisions of this Section and that it is a material element of consideration. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or the Califomia Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee andlor employer contnbutions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, whicfi would otherwise be the responsibility of Gity. For the purposes of Section 5 of this agreement, the general contractor selected by CITY to perform the construction of the facilities designed by Consultant pursuant to Exhibit A of this Agreement, and any . subcontractors engaged by the general contractor, shall not be considered agents of CITY. Section 6.. STATUS OF CONSULTAIVT. 6.1 Independent Coniractor. At all times during the term of this Agreement, Consultant shall be an independent contractor antl shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; Consulting Services Agreement between August.16, 2011 City of Dublin and Dahlin Group, Inc: for Dublin Swim Center Master Plan Study Page 8 of 14 /~ an however, otherwise City shall not have the righf to control the manner and means by which Consultant accomplishes seryices rendered pursuant to this Agreement. Notwithstanding any other City, state, or federal policy, rule, regulation, law; or ordinance to the contrary,. Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, oc any incitlent of employment by City, including but not limited to eligibility to enroll in the Califomia Public Employees Retirement System (PERS) as an employee of City and entitlement to any contribution to be paid by , City for employer contributions and/or employee contributions for PERS benefits. 6.2 Consultant No Agent. Except as City may specify in writing, Consultant shall have no ~ authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied, pursuant tothis Agreement to bind City to any obligation whatsoever. Section 7. LEGAL REQUIREMENTS. 7.1 Governing Law. The laws of the State of Califomia shall govem this Agreement, 7.2 Compliance with A~plicable Laws. Consultant and any subcontractors shall comply with all laws applicable to the performance of the work hereunder. 7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by. fiscal assistance from another govemmental entity, Consultant and any subcontractors shal( comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. Any requirements will be disclosed to the Consultant prior to execution of this Agreement. 7.4 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 antl its employees, agents, any subcontracto~s shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall.obtain and maintain during the term of this , Agreement valid Business Licenses from City. 7.5 Nondiscrimination and Equal Opportunity. 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, againsf 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, Consulting Services Ag~eement between City of Dublin and Dahlin Group, Inc. for Dublin Swim Center Master Plan Study August 16, 2011 Page 9 of 14 > , ~ lJ~~ policies, rules, and requirements related to equai opportunity and nondiscrimination in employment, contracting, and the provision of any senrices that are the subject of this Agreement, including but not limited to the satisfaction of any positive obligations required of Consultant thereby. .. Consultant shall include the provisions of this Subsection in any subcontract approved by the Contract Atlministrator 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. Consuftant may cancel this Agreement upon 30 days' writ~en notice to City and shall include in such notice the reasons for cancellation. In the event of termination, Consultant shall be entitled to compensation for services performed to the effective date of termination; City, however, may condition payment of such compensation upon Consultant delivering to City any or all documents, photographs, computer software, video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or the City in connection with this Agreement. 8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Consultant understands and agrees that, if City grants such an extension, City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this - Agreement. Similarly, unless authorized by the Contract Administrator, City shali 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 Assignment and Subcontracting City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant's unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the proposal, without prior written approval of the Contract Administrator. Consulting Services Agreement between City of Dublin and Dahlin Group, Inc. for Dublin Swim Center Master Plan Study August 16, 2011 Page 10 of 14 ~~a~ 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. _ 8.6 Options upon Breach b,y 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 Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work. Section 9. . KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant's Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the.City. Consultant hereby agrees to deliver - those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties. 9.2 ConsultanYs Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to the Consultant to this Agreement, ~ 9.3 Inspection and Audit of l2ecords. Any. records or documents that Section 9.2 of this ~ Agreemenf requires Consultant to maintain,shall be made available for inspection, audit, ~ and/or copying at any time during regular business hours, upon oral or written request of Consulting Services Agreement between ~ August 16, 2011 City of Dublin and Dahlin Group, Inc. for Dublin Swim Center Master Plan Study ~ . Page 11 of 14 13 a~ the City. Under California Govemment Code Section 8546.7; if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), the Agreement shali be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of three (3) years after final payment under the Agreement. Section 10 MISCELLANEOUS PROVISIONS. 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 attomeys' 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 Califomia in the County of Alameda or in the United States District Court for the Northern District of California. 10.3 Severabilitv. 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 shell 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 Recycted 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 Interesti 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 not employ any City official iri the work performed pursuant to this , Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq. Consulting Services Agreement between August 16, 2011 City of Dublin and Dahlin Group, Inc. for Dublin Swim Center Master Plan Study . Page 12 of 14 ~ ad Consultant hereby warrants that it is not now, nor has it been in the previous twelve (12) months, an employee, agent, appointee, or official of the City. If Consultant was an employee, agent, appointee, or official of the City in the previous twelve months, Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consultant understands that, if this Agreement is.made in violation of Government Code §1090 et.seq., the entire Agreement is void and Consultant will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Consultant will be required to reimburse the City for any sums paid to the Consultant. Consultant understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Govemment Code § 1090 and, if applicable, will be disqualified 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 orally or through any written materials. 10.9 Contract Administration. This Agreement shall be administered by Herma Lichtenstein, Parks and Facilities Development Manager ("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee. 10.10 Notices. Any written notice to Consultant shall be sent to: Karl Danielson, Vice President 5865 Owens Drive - - Pleasanton, CA 94588 Any written notice to City shall be sent to: Paul McCreary, Assistant Director of Parks and Community Services City of Du61in 100 Civic Plaza Dublin, CA 94568 10.11 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 antl supersedes all prior negotiations, representations, or agreements, either written or oral. CITY OF DUBLIN Joni Pattillo, City Manager CONSULTANT Karl Danielson, Vice President Dahlin Group, Inc. Attest: Consulting Services Agreement between City of Dublin and Dahlin Group, Inc. for Dublin Swim Center Master Plan Study August 16, 2011 Page 13 of 14 15 aD ~ Caroline Soio, City Clerk Approved as to Form: John Bakker, City Attorney Consulting Services Agreement between City of Dublin and Dahlin Group, Inc. for Dublin Swim Center Master Plan Study August 16, 2011 Page 14 of 14 ~ ~f~ a~ EXHIBIT °A" ~ DUBLIN SWIM CENTER STUDY 1. Project Descriqtion: Assist the City of Dublin with options for the existing Swim Center Building. 2. Scope of Work: The Architect will provide the following services: (i) Existing Facility and Needs Assessment: This will be a review of the existing building including a compellation of site plans and floor plans to serve as base sheets. Architect will review the- existing deferred maintenance reports and the severitjr of these items. Architect will meet with the City to discuss the needs and desires and set appropriate levels or goals of any new wo~k. The end of this phase would be base information suitable for further studies and direction on the primary needs and goals for future building use. (ii) Pool Equipment Assessment and Recommendation Report: Architect will provide a review and assessment of the existing pool equipment. This would include discussion and recommendations for replacement or repair. (iii) Remap of Existing Building: Architect will provide a concept layout for Entry area, Administration, and Locker Room circulation, for better efficiency and user experience. This would not include structural changes or plumbing changes. Nowever, depending on the actual level of work, several code required items may be triggered including ADA, Building Code, and Health Department upgrades. (iv) Remodel of Existing Building: Architect will provide a concept design for remodel of the interiors only. All areas would be remodeled but the basic building would remain. This is essentially gutting the interiors and redoing them. This would require new electrical and plumbing systems and fixtures. HVAC could be added also. Exterior building remodel would be limited to minor cosmetic work and maintenance items. ~ (v) Redo of Existing Building: This study would be a relook at the whole complex. The existing building would be studied for practical reuse such as a shade area, minor administration space, picnic pavi(ion, etc. This would be in conjunction with a new structure for Changing Rooms and other needs. Potential relocation of a new building coultl be studied along with complete removal of the existing building. ExistinQ Drawinqs / Documents: The City of Dublin will provide Dahlin Group with all electronic copies of the existing building available via PDF and CAD. Any time required to generate new base "as-builY' CAD documents for the execution of the project work will be performed on an hourly basis. Green Buildinq DesicLn: The proposed remodel work will utilize industry recognized best practices ' for green building design where these can be implemented. It is not the intent, nor will we generate documentation to submit the project for .certification under the USGBC / GBCI - L.E.E.D. construction rating or any. other third party green building certification system. ~ Consulting Services Agreement between City of Dublin and Dahlin Group-Exhibit A ~ Page 1 of 3 i o 5. Design Review: Architect will provide one public presentation to the Parks and Community Services Board and City Council. Cost Estimates: Architect~will provide conceptual construction cost estimates for items 2.IV and 2.V. Due to the conceptual level of the floor plan only information that will be available, the estimate will be limited to estimating on a square foot basis for building only. Estimate will not include site work, pool, hardscape, or landscape. Consultant Services: Work will be limited to Architecture, Aquatic Consultant, and Cost Estimator, Any additional engineering requirements or consultant services will be tliscussed and approved by the City prior to proceeding, ~ Pro~ect Meetings: The Architect has allowed for the following number of review meetings to complete the above scope of services, All meetings are assumed to be held at the City of Dublin City Center or project site. Additional meetings or presentations will be provided as an additional service when requested by the City, Existing Facility and Needs Assessment 1 Pool Equipment Assessment and Recommendation 1 Remap of Existing Building 1 Remodel of Existing Building 1 Redo of Existing Building 1 Parks and Community Service Board 1 City Council 1 Renderinas: Architect has not included any color or other renderings for this scope of work, 10. Work Not Included: The following items are not included within the project scope or fee:. a) Renderings, models or graphic presentation material other than those specifically listed. b) Public presentations or public meetings. c) Consultant services, other than those listed above. ~ 11. Fee Schedule: Services shall be compensated on an hourly basis with the following initial caps: a) Existing Facility and Needs Assessment $4,000 Hourly Pool Equipment Assessment and Recommendation $6,20fl Hourly Remap of Existing Building $3,000 Hourly Remodel of Existing Building $6,000 Hourly Redo of Existing Building $12,000 Hourly Cost Estimate $9,500 Hourly Citv Presentations $2,000 Hourly TOTAL $42,700 Nourly, Initial Cap b) Reimbursable Expenses (estimate) ` $2,500 Consulting Services Agreement between City of Dublin and Dahlin Group--Exhibit A Page 2 of 3 ~ ~ ~ ~ 12. Retainer: An initial payment of $3,000 shall be made upon execution of this Agreement and credited to the City's account at final payment. . 13. Work Susqension: Architect may suspend work if payment is more than 90 days due. Architect may resume work after past due amounts are paid and acceptable arrangements are made to continue future timely payments. Architect will provide a written notice, to the City, fifteen (15) days prior to suspension of work. ~ 14. Reimbursable Expenses: Reimbursable expenses will be billed directly to the City per the attached schedule of charges and include standard mail, express, local courier or ovemight delivery, printing of plans and specifcations for the City's uses. Architect will not charge for local travel, automobile mileage, telephone or fax. ' Ovemight delivery services will only be used when specifically requested by the City and are not included in the reimbursable expenses. End of Exhibit A. Consulting Services Agreement between . City of Dublin and Dahlin Group--Exhibit A . Page 3 of 3 ~ EXHIBIT B 2011 BASIC HOURLY RATE SCHfDULE Doug Dahlin - Founder $235 Senior Principal $210 Principal $190 Senior Architect, Project Manager, Planner, and Designer $160 Architect,.Project Manager, Designer $130 Planning Project Manager and Digital Graphics Manager $130 Senior Graphic Artist $130 DesignerlDrafter III, Planner III, Graphic Artist III $115 Designer/Drafter II, Planner II, Graphic Artist II $104 DesignerlDrafter I, Planner I, Graphic Artist I $ 94 Intem and Clerical $ 65 DIGITAL IMAGIfVG STUDIO Digital lmaging Studio Director $165 3D Senior Project Manager $150 3D Project Manager $140 3D Illustrator III $120 3D Illustrator II $110 3D Illustrator I $100 3D~deo Coordinator $ 90 IntemlClericat . $ 65 Computer Plotting (Grayscale) (24" x 36" sheet - bond)) $ 7.26 / Sheet (30" x 42" sheet - bond) $10.59 / Sheet Computer Plotting (Color) (8.5" x 11" sheet) Standard Paper $.65 / Sheet (8.5° x 11" sheet) Heavy Matte Paper $.85 I Sheet (11" x 17" sheet) Standard Paper $2.101 Sheet (11" x 17" sheet) Heavy Matte Paper $2.50 I Sheet Oversize Computer Plotting (Color) $4.00 / sq. ft. Oversize Grayscale Plotting on Bond Paper (Finished Graphics, rendering) $2.75 I sq. ft: Oversize Grayscale Plotting on Vellum $ 2.931 sq. ft. Line Print for G~aphics (Black and white line print on special paper that accepts marker) $2.00 ! sq. ft. ~ ~./ Consultant fees, additional vendors, outside services, printing, graphic materials, telephone, and similar project related expenses: 1.15 x billing. Expert Witness rate at 3x Billable Rate. Travel time at Basic Hourly Rate. Travel mileage outside the Bay Area at $ 0.555 per mile. lnvoices are due upon presentation and become delinquent if not paid within 45 days of invoice date. Past due invoices are subject to a late~charge of 1.5 percent per month. Rates effective_through December 31, 2011 Consulting Services Agreement between City of Dublin and Dahlin Group--Exhibit B Page 1 of 1