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HomeMy WebLinkAboutReso 170-13 Sports Pk Phase II RESOLUTION NO. 170 - 13 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN * * * * * * * * * * * APPROVING AN AGREEMENT WITH CARDUCCI AND ASSOCIATES, INCORPORATED FOR FALLON SPORTS PARK PHASE II WHEREAS, the 2012-2017 Capital Improvement Program includes a project to prepare design and construction documents for the Fallon Sports Park Phase II; and WHEREAS, the City has solicited proposals from Carducci and Associates, Incorporated to complete the design and construction documents; and WHEREAS, Carducci and Associates, Incorporated has demonstrated ability to perform said design and construction documents; and WHEREAS, Carducci and Associates, Incorporated is available to perform work as specified. NOW, THEREFORE, the City Council of the City of Dublin does RESOLVE to approve the Agreement with Carducci and Associates, Incorporated, attached hereto (Exhibit A) and authorize the City Manager to execute the Agreement to include base bid services and optional services as approved by City Council. PASSED, APPROVED AND ADOPTED this 1st day of October 2013, by the following vote: AYES: Councilmembers Biddle, Gupta, Hart, and Mayor Sbranti NOES: None ABSENT: Councilmember Haubert ABSTAIN: None �1 r� � �µ- 1-QCZ�.M Mayor ATTEST: City Clerk Reso No. 170-13,Adopted 10-1-13, Item 4.4 Page 1 of 1 EXHIBIT A CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND CARDUCCI AND ASSOCIATES INCORPORATED THIS AGREEMENT for consulting services is made by and between the City of Dublin ( "City ") and Carducci and Associates Incorporated ("Consultant") as of October 1, 2013. Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Work attached as Exhibit A at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on the date first noted above and shall end on June 30, 2016 the date of completion specified in Exhibit A, and Consultant shall complete the work described in Exhibit A prior to that date, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement, as provided for in Section 8. 1.2 Standard of Performance. Consultant shall perform all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Consultant is engaged in the geographical area in which Consultant practices its profession. Consultant shall prepare all work products required by this Agreement in a substantial, first -class manner and shall conform to the standards of quality normally observed by a person practicing in Consultant's profession. 1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 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 , notwithstanding any contrary indications that may be contained in Consultant's proposal, for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Consultant's proposal, attached as Exhibit A, regarding the amount of compensation, the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person. Consultant and City acknowledge and agree that compensation paid by City to Consultant under this Agreement is based upon Consultant's estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Consultant. Consequently, the parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement. 2.1 Invoices. Consultant shall submit invoices, not more often than once a month during the term of this Agreement, based on the cost for 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; • At City's option, for each work item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person doing the work, the hours spent by each person, a brief description of the work, and each reimbursable expense; • The total number of hours of work performed under the Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing services hereunder, as well as a separate notice when the total number of hours of work by Consultant and any individual employee, agent, or subcontractor of Consultant reaches or exceeds 800 hours, which shall include an estimate of the time necessary to complete the work described in Exhibit A; • The Consultant's signature. 2.2 Monthly Payment. City shall make monthly payments, based on invoices received, for services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have 30 days from the receipt of an invoice that complies with all of the requirements above to pay Consultant. 2.3 Final Payment. City shall pay the last 10% of the total sum due pursuant to this Agreement within sixty (60) days after completion of the services and submittal to City of a final invoice, if all services required have been satisfactorily performed. 2.4 Total 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, Consulting Services Agreement between October 1, 2013 City of Dublin and Carducci and Associates Incorporated Page 2 of 13 unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. 2.5 Hourl Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the amounts shown on Exhibit B. 2.6 Relmbursabte Expenses. Reimbursable expenses are specified in Exhibit B, and shall not exceed thirty -five thousand and five hundred dollars ($35,500). Expenses not listed in Exhibit B 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. In the event that the City or Consultant terminates this Agreement pursuant to Section 8, the City shall compensate the Consultant for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets in order to verify costs incurred to that date. 2,9 Authorization to Perform Services. The Consultant is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator. Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement. City shall make available to Consultant only the facilities and equipment listed in this section, and only under the terms and conditions set forth herein. City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consultant's use while consulting with City employees and reviewing records and the information in possession of the City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be obligated to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long - distance telephone or other communication charges, vehicles, and reproduction facilities. Section 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 hereunder by the Consultant and its agents, representatives, employees, and subcontractors. Consultant shall provide proof satisfactory to City of such insurance that meets the requirements of this section and under forms of insurance satisfactory in all respects to the City. Consultant shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Consultant's bid. Consultant shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained all insurance required herein for the October 1, 2013 Consulting Services Agreement between page 3 of 13 City of Dublin and Carducci and Associates Incorporated 64 ce thereof to city. Verification of the required insurance shall be subcontractor(s) and provided evi en submitted and made part of this Agreement prior to execution. Workers' Compensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers' Compensation insurance and LTheliStatut ry nWorkers�Y b and all persons employed directly or indirectly y Consultant Compensation Insurance and Employer's Liability Insurance shall be provided n the wiimait vies of not less than ONE MILLION DOLLARS ($1,000,000.00) per Consultant may rely on a self - insurance program to meet t provisions requirements, the California Labor if the program of self- insurance complies fully with the p Code. Determination of whether a self - insuran -insurance Contract Administrator. The insurer, if Labor Code shall be solely in the discretion of t insurance is provided, or the Consultant, if a program ff c f -i otuicials,iempioyees, and waive all rights of subrogation against the City and its volunteers for loss arising from work performed under this Agreement. An endorsement shall state that coverage shall not bee canceled except has beer thirty to the days' prior written notice by certified mail, return receipt City. Consultant shall notify City within 14 days of notification or in Consultant's insurer if such coverage is suspended, voided or reduced in 4.1 4.2 Commercial General and Automobile Liability Insurance. 4.2.1 General re uirements. Consultant, at its own urance o the expense, of phi maintain commercial general and automobile liability Agreement in an amount not less than ONE MILLION DOLLARS ($d1,040,10�0 .0 per occurrence, combined single limit coverage work contemplated by this Agreement. If a Commercial General iabilit yIi�ss r ad or an Automobile Liability form or other form with a general aggregate either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general coverage shall inc aide butt shall not be twice the required occurrence limit• Such 9 limited to, protection against claims arising from bodily and personal injury, resu including death resulting therefrom, n9nciudi g the us olfiowned and non - activities contemplated under this Agreement, owned automobiles. 4.2.2 Minimum scope of covers e. Commerg General Liability olc uerrenice form broad as Insurance Services Office Commercial CG 0001Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 Code ('any auto "). 4.2.3 Additional re uirements. Each of the following shall be included in the insurance coverage or added as an endorsement to the policy: Consulting Services Agreement between City of Dublin and Carducci and Associates Incorporated October 1, 2013 Page 4 of 13 a, City and its officers, employees, agents, and volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of activities performed of Consultantf products and completed insured's general supervision operations of Consultant; iles owned, leased, or Consultant; and auto used by the Consultant, The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents, or volunteers. b. The insurance shall cover on an occurrence or an accident basis, and not on a claims -made basis. C. An endorsement must state that coverage is primary insurance with respect to the City and or self insurance maintained and that no insurance 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 except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended, voided or reduced in coverage or in limits. 4.3 Professional Liabilit Insurance• Consultant, A Agreement ntlt liability insurance for maintain for the period covered by this g professional licensed professionals performing work pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000) covering the licensed professionals' errors and omissions. 4.11 Any deductible or self- insured retention shall not exceed $150,000 per claim. 4.3.2 An endorsement shall state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits, except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. 4.3.3 The policy must contain a cross liability or severability of interest clause. 4,3,4 The following provisions shall apply if the professional liability coverages are written on a claims -made form: October 1, 2013 Consulting Services Agreement between Page 5 of 13 City of Dublin and Carducci and Associates Incorporated a. The retroactive date of the policy must be shown and must be before the date of the Agreement. b. Insurance must be maintained and evidence of insurance must be provided for at least five years after completion of the Agreement or the work, so long as commercially available at reasonable rates. C. if coverage is canceled or not renewed and rerel with another date of claims -made policy form with a retroactiv e date that precedes this Agreement, Consultant must provide extended reporting coverage for a minimum of five years after completion of the Agreement or the work. The City shall have the right to exercise, at the Consultant's sole cost and expense, any extended reporting provisions of the policy, if the Consultant cancels or does not renew the coverage. d. A copy of the claim reporting requirements must be submitted to the City prior to the commencement of any work under this Agreement. 4.4 All Policies Requirements. 4.4.1 Acceptability 4 insurers, All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A.VII. 4.4,2 Verification of coverage. Prior to beginning any work under this Agreement, Consultant shall furnish City with certificates of insurance and with original endorsements effecting coverage required herein. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 4.4.3 Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 4.4.4 Varlation. 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.E ©eductibles and Seif- 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. 2013 Consulting Services Agreement between Page October 1, of 13 City of Dublin and Carducci and Associates Incorporated During the period covered by this AgreeConsultantmoy increase such deductibles authorization of Contract Admirnstrator, or self - insured retentions with respect to City, its�doi>ficn s emppl e s m eease nd volunteers. The Contract Administrator may cor approval deductible or self-insured retention levels related nvestigationas,tclaim procure a bond, guaranteeing payment of losses and re administration, and defense expenses that is satisfactory in all respects to each of them. 4,4.6 Notice of Reduction in Covera e. In the eaff atedtinnany othergmanger�d by this section is reduced, limited, or materially Consultant shall provide written notice to City ys after Consultants is ob#lthe opportunity and in no case later than five y change in coverage. 4.5 Rem_, In addition to any other remedies City mayhave if he nsultt and fails to provide the or maintain any insurance policies or policy endorsements to herein required, City may, at its sale option exercise of the exclusive remedy which are alternatives to other remedies City may have an Consultant's breach: ■ Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; ■ Order Consultant to stop work under this Agreement tworkiand withho payment that payment, becomes due to Consultant hereunder, or both p until Consultant demonstrates compliance with the requirements hereof; and/or It Terminate this Agreement, ectlon 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. he its o facers, S --- indemnify, defend with counsel selected by the City, and hold harm employees, agents, and volunteers from and against any and call losses, dily inju , loss of life, �or damage to p personal injury, damages, and causes of action arising out of any p ert or an violation of any federal, state, or municipal law or ordinance, Consultant Diets employees�� in whole property, Y or in pars, by the willful misconduct or negligent acts or omissions of or character subcontractors, or agents, by acts for which they could be held strictw�ebi � theynjury, loss of fife, damage of their work. The foregoing obligation of ram the negligence apply r willful misconduct of the City or its to property, or violation of law arises wholly officers, employees, agents, or volunteers and (2) the tIti ins f loss olf life damage to property, or subcontractor, or agents have contributed in no part 1 ry, harmless i vio lation of law. it is understood th at the duty of Consultant to indemnify Ac eptandce by City of insurance duty to defend as set forth in Section 2778 of the California Civil certificates and endorsements required under this Agreement does not on hold ultant miero cls liability shall under this indemnification and hold harmless clause, This indemnif Consulting Services Agreement between City of Dublin and Carducci and Associates Incorporated October 1, 2013 Page 7of13 n damages or claims for damages whether or not such insurance gels�and agrees to he n apply to a Y � i3 execution of this Agreement, consultant determined to apply, Y provisions of this Section and that it is a material element of consideratEOn, n defined in as Notwithstanding the foregoing, to the extent that this Agreement time, such duty to, indemnify shall not apply California Civil Code section 2 by amended l rrla Codelsection 2782• when to do so would b prohibited 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 lurisdistarn mt �oyeelof C'ty Cons � anpt shall Retirement System (PERS) to be eligible for enrollment In PERS a to ee and /or employer contributions indemnify, defend, and hold harmleseltaknt or its employees, agents, or subcontractors, as wesaons�bil toy of for PERS benefits on behalf of Con paY meat of any penalties and interest on such contributions, which would otherwise be the p City. Sect 6. STATUS OE CONSULTANT. of his Agreement, Consultant shall 6.1 Inde endent Contractor. At all times during the term s rendered be an independent contractor and shall not be an employee onsult Consultants services rendered have the right to control Consultant only insofar as the results of pursuant to this Agreement and assignment of personnel 1p#ur means by which Consultant however, otherwise City shall not have the right to con ro services rendered pursuant to this Agree ordinance to the contrary, airy, Consultant tant City, state, or federal policy, accomplishes rule, regulation, law, or ord� s, and subcontractors providing services under this and any of its employees, agent Agreement shall not qualify for or become entitled id and hereby agree by waive e including Ag ensation, benefit, or any incident of ail claims to, any camp but not limited to eligibility to enroll in the California Public Eributio mployees to Retire e t ystem (PERS) as an employee of City and entitlement to any employer contributions and/or employee contributions for PERS benefits. 6.2 Consultant No A ent. Except as City may specify in writing, Consultant shall have no as an authority, express or implied, to act th behalf o ss o mplk capacity rsuant to this Agreement agent. Consultant shall have no authority, express to bind City to any obligation whatsoever. Sect on 7A 7.2 LEGAL REQUIREMENTS. The laws of the State of California shall govern this Agreement. Governing Law. CQm fiance with A )licable Laws. Consultant and any sbcontractors shall comply with all laws applicable to the performance of the work hereunder. Consulting Services Agreement between City of Dublin and Carducci and Associates incorporated October 1, 2013 Page 8 of 13 7.3 7.4 7.5 Sec onn 8. Other Governmental Re ulations. To the extent that this greed any subcontractors funded by fiscal assistance from another governmental entity, Consultant with all applicable rules and regulatlons to which City is bound by the terms of shall comply such fiscal assistance program. ses and Permits. Consultant represents and warrannSeSCite mits qualifications. that Consultant and i_�cen subcontractors have all lice , p its employees, agents, and any and approvals of whatsoever nature that are legally required to practice Consultant their its pec ive professions. Consultant represents and warrant Y ees agents, any subcontractors shall, at their sole ,permits, and approvals that are are employees, g, at all times during the term of this Agreement any licenses, p legally required to practice their respective professions. In addit! ngtthe term of this foregoing, g Y subcontractors shall obtain and Consultant and any Agreement valid Business Licenses from City. Nondiscrimination and E ual 0 oriunit . Consultaantesha Sock discriminate, mental handicap or bass of a person's raceigmarital status sex, or sexual orientation, against any disability, medical condition, applicant for employment, subcontractor, bidder for subcontract, C or participant his employee, licant for any services or program provided in, recipient of, or applicant with all applicable federal, state, and local laws, Agreement. Consultant shall comply opportunity and nondiscrimina #ion in policies, rules, and requirements related to equak opp Y this contracting, and the provision of any serv�f anha positive obligations required employment, Agreement, including but not limited to the satisfaction Y of Consultant thereby. include the provisions of this Subsection in any subcontract approved by Consultant shall the Contract Administrator or this Agreement. 8.1 8.2 TERMINATION AND MODIFICATION. Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant, however, may condition payment of in the event of termination, Consultant shall beCentitled to compensation for services performed to the effective date of termination, Y3 or all documents, photographs, such compensation upon Consultant delivering to City any software, video and audio tapes, and other materials provided to Consultant or computer prepared by or for Consultant or the City in connection w Extension. City may, in its sole and exclusive discretion, extend ctextension shallt esquire a Agreement beyond that provided for in Subsection 1. Y written amendment to this Agreement, as provided far herein. Consultant understands o povide and agrees that, if City grants such an extension, City shall have n Consuiting Services Agreement between City of Dublin and Carducci and Associates incorporated October 1, 2013 Page 9 of 13 Consultant with compensation beyond the bm Adm nist atorf City shall have no Agreement. Similarly, unless authorized y he Contract 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 Assi nment and Subcontractin .City and ConsCQ� sultan recognize and is based upon athis Agreement contemplates personal performance by determination of Consultant`s unique personal competence, experience, and spe a ized personal knowledge. Moreover, a substantial inducement t Agreement was and is the professional reputation interesmhereincw`thout the prior written Consultant may not assign this Agreement Y onion of the approval of the Contract Administrator. rConsultant soE tiler than to thersubcantractors noted performance contemplated and provided in the proposal, without prior written approval of the Contract Administrator. 8.5 Su_ ry All obligations arising prior to the termination Cityia dgConsulta t shall survive provisions of this Agreement allocating liability between the termination of this Agreement. 8,6 0 dons u on Breach b Consultant. if Consultant materially be limned to, the following; terms of this Agreement, city's remedies shall included, 8.6.1 immediately terminate the Agreement; 8.6.2 Retain the plans, specifications, drawings, epodesign u nt, nd any other work product prepared by consultant p s a this Agreement; 8.63 Retain a different consultant to complete the work described in Exhibit not finished by Consultant; or 8,6,4 Charge Consultant the difference between at he time of complete the work and the amount that described in Exhibit A that is unfinished City would have paid Consultant pursuant to Section 2 if Consultant had completed the work. Sect^ l KEEPING .AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant's hs m °emo All reports, data, maps, studies, specifications, models, charts, studies, surveys, ph g p October 1, 2013 Consulting Services Agreement between page 10 of 13 City of Dublin and Carducci and Associates Incorporated records, files, or any other documents or materials, in electronic or any other form, that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Consultant hereby agrees to deliver those documents to the City upon termination of the Agreement. it is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties. 9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to the Consultant to this Agreement. 9.3 Ins ection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000,00), the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of three (3) years after final payment under the Agreement. Section 10 MISCELLANEOUS PROVISIONS. 10,1 Attorne s' Fees. if a party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Alameda or in the United States District Court for the Northern District of California. 10.3 Severablli . If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. Consulting Services Agreement between October 1, 2013 City of Dublin and Carducci and Associates Incorporated Page 11 of 13 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties. 10.6 Use of Recycled Products. Consultant shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. 10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Consultant in a "conflict of interest," as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq. Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 of seq. Consultant hereby warrants that it is not now, nor has it been in the previous twelve (12) months, an employee, agent, appointee, or official of the City. If Consultant was an employee, agent, appointee, or official of the City in the previous twelve months, Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consultant understands that, if this Agreement is made in violation of Government Code §1090 ef.seq., the entire Agreement is void and Consultant will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Consultant will be required to reimburse the City for any sums paid to the Consultant. Consultant understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code § 1090 and, if applicable, will be disqualified from holding public office in the State of California. 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 the City Manager ( "Contract Administrator "). All correspondence shall be directed to or through the Contract Administrator or his or her designee. 10.10 Notices. Any written notice to Consultant shall be sent to. Carducci and Associates, Inc. Attn: William E. Fee, Principal -555 Beach Street, 4th Floor San Francisco, CA 94133 Consulting Services Agreement between October 1, 2013 City of Dublin and Carducci and Associates Incorporated Page 12 of 13 Any written notice to City shall be sent to: City of Dublin Attn: Rosemary Alex, Parks and Facilities Development Coordinator 100 Civic Plaza Dublin, CA 94568 10.11 Professional Seal. Where applicable in the determination of the contract administrator, the first page of a technical report, first page of design specifications, and each page of construction drawings shall be stamped /sealed and signed by the licensed professional responsible for the report/design preparation. The stamplseal shall be in a block entitled "Seal and Signature of Registered Professional with report/design responsibility," as in the following example. Seal and Signature of Registered Professional with report/design responsibility. 10,12 Integration. This Agreement, including the scope of work attached hereto and incorporated herein as Exhibit A, represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral. CITY OF DUBLIN Joni Pattillo, City Manager Attest: Caroline Soto, City Clerk Approved as to Form: John Bakker, City Attorney CONSULTANT William E. Fee, Principal Consulting Services Agreement between October 1, 2013 City of Dublin and Carducci and Associates Incorporated Page 13 of 13 EXHIBIT A SCOPE OF SERVICES Project ©escri #ion Fallon Sports Park at build out will encompass p� 6 terrace development is approximately 19. e Refer to Lower Terrace Plan dated 12/1g/2p1� Base Bid Desi n Com onents Entry Road & Parking for 145 cars Restroom / Concession Building Pedestrian Circulation to Phase 1 Utilities Minimal Landscaping 90' Lighted Baseball Field Natural Turf Two Regulation Synthetic Turf Soccer Fields Restrooms at Baseball Field Stub out for future lights at Soccer Fields Terraced Seating at Baseball Field Scorekeepers Booth Services for Alternate Bid Items Lights for Soccer Fields Adventure Playground Miscellaneous Project Com onents • Phase I design shade retrofit for baseball and softball dugouts • Flag pole design and location in Phase I area • Design to accommodate the re- location of the pre - school trailers at the former Building, Department Inspection trailers site • Planting design for pedestrian entrance at bridge crossing. • Complete full architectural plans for park buildings to be constructed on -site • Include design for pervious parking stalls if feasible for construction • Investigate the feasibility of adding charging stations for cars Optional Services • Restrooms by Baseball (similar to the existing tennis restroom) • Investigate the feasibility of adding stairs /ADA access from soccer field to tennis restroom October 1,2013 Consulting Services Agreement between page 101 6 City of Dublin and Carducci and Associates, Inc. -- Exhibit A Timeframe 1) CEQA – City Staff will be working with a consultant to prepare environmental documents that addressed the primary revisions to the project. Revisions include addition of lights at soccer and temporary (2 -4 years) location of pre - school on -site. Provide images of original master plan and revised master plan as needed for CEQA work. September 2013 - December 2013 2) Community Process- There will not be a full community process; however, Staff will engage soccer and baseball groups to confirm feedback received about 18 months after Phase I was open. It is expected that individual meetings with each group on the same day and will occur with representatives from Carducci and Associates. October /November 2013. 3) Construction Documents – Complete plans and specifications for site improvements related to the trailer relocation by February 2014 with bid period occurring in March /April 2014. Site improvements are scheduled for May /June 2014 with relocation of trailers in July 2014. 4) Construction Documents – Complete plans and specifications for Phase II development by October 2014. The City's intent is to bid Fallon Sports Park once bid results of the Emerald Glen project are known and project is awarded. Project will be bid in November - December 2014, awarded in January 2015 with construction from February 2015 -16 and maintenance March -June 30, 2016. Construction Budget $9,016,072 design shall be 10% lower than that amount. Design estimate shall not exceed $8,114,465. Meetings Site visit with staff to review existing site conditions (this could be the same day as the meetings with the sports users, below) Meeting with staff and soccer and baseball representatives on the same day but separate meetings Presentation for one Parks and Community Services Commission Meeting Presentation for one City Council Meeting (both PCS and Council Meetings would be short 10 minute presentations to provide an update on scope of work) Kickoff meeting for construction documents Allow for three additional meetings during construction document preparation Other Considerations City will contract separately the services of a geotechnical consultant It is anticipated that a majority of the Phase I materials and details will remain as part of Phase II Utilize Bay Friendly Landscape Guidelines — complete checklist, achieve 60 pt. minimum and incorporate sustainable elements in the design as much as practicable Adhere to the updated Model Water Efficient Landscape Ordinance (MWELO) requirements as well as all state and local building codes Provide a breakdown of cost for tasks required to complete the project through bid period and conform set preparation, construction services will be requested at a later time Consulting Services Agreement between October 1,2013 City of Dublin and Carducci and Associates, Inc. -- Exhibit A Page 2 of 6 Task 1 —Topographic Survey: a. Visit site to observe existing conditions. b. Review drawings of existing improvements and surrounding development, c. Prepare topographic survey using AutoCAD for existing conditions within existing surrounding streets showing the following: 1) Property lines, easements, distance and bearings, per title report provided by the City. 2) Spot elevations on 50' grid. 3) Spot elevations at the property line corners of top of curb, streambed corridor, at intersections of: Central Parkway & Fallon Road; Lockhart Street & Central Parkway. 4) Location and spot elevation at existing utility stub outs. 5) Contours interpolated at 1.0' interval. 6) Flow line and Invert elevations of storm drain pipes at drain inlets and drain boxes and outlets. 7) Location and finish grade of above ground utilities such as drain inlets, utility boxes, light poles, vaults. 9) Location and size of underground utilities, including PG &E information as best available. 10) Benchmark, 11) Location and finish grade of objects including: signs, sidewalks, fences, walls, site furnishings, pads, paving edges, and curbs. 12) City to provide hard copy and AutoCAD copy of Record Drawings of surrounding street improvements and Fallon Park site improvements that were previously installed. Task 2 — Consultant /Design Meetings a. A total of seven (7) meetings are included in the base contract for the purpose of discussing design program budgets and coordination with City and subconsultants as itemized below. b. Attend a maximum of two public meetings to present the design to Parks and Community Services Commission and to the City Council. Task 3 — Program & Analysls a, Review updated Park Master Plan, streets record drawings, streambed corridor record drawings, existing site conditions, surrounding proposed and existing development, proposed program, capital improvement program budget, and project schedule. Task 4 — Conceptual Design a. For conceptual design use previously prepared survey. b. Soccer Group #1 — Review updated master plan, dated 12/19/2011, with Dublin Soccer League representatives to gather input and receive feedback, c. Baseball Group Meeting #1 — Review updated master plan, dated 12/19/2011, with Baseball League representatives to gather input and receive feedback. d. Commission Meeting #1— Present an update on scope of work. e. City Council Meeting #1— Present an update on scope of work. f. Provide exhibits for CEQA documents. Consulting Services Agreement between October 1,2093 City of Dublin and Carducci and Associates, Inc. -- Exhibit A Page 3 of 6 Task 5 -- 50% Construction Documents a. For Construction Documents, use topographic survey of existing conditions. Preparation of 50% Construction Documents or 100% Design Development Documents fully coordinated for City review and comment. The 50% Construction Documents will include specifications, layout plans, utility plans, field layout drawings, parking layout and rest room s/conces sio n s, planting, irrigation, sports lighting, parking lighting, path lighting, fencing, identity features, and other items listed in project description. Includes agricultural soil suitability test for final specifications, two (2) agricultural soil suitability tests and two (2) test from soil food web. Task 6 -100% Construction Documents Prepare Construction Documents (100% CD's) for City review and comment. The CD documents will include: a. Existing Conditions Plan (Survey). b. Reference Drawings of adjacent development and previous park improvements as applicable. c. Demolition /Salvage Plan. d. Overall Site Plan. e. Scope of Work Plan. f. Utility Plan: Detailed layout of utilities and related details. g. Erosion Control Plan: Detailed plan identifying erosion control during construction. h. Stormwater Pollution Prevention Plan (SWPPP). i. layout Plan: Detailed horizontal control plan and related details, identifying materials and their location including playing fields, parking, and structures. j. Grading and Drainage Plan by Civil Engineer: Detailed vertical control plan and related details. Drainage plans for on -site filtration and off -site release. No park drainage into streambed corridor. Calculate cut and fill including utility trenching and prepare grading plans that balance. Calculate estimated water runoff and drainage capacity. Construction Details; Detailed construction and material information. k. Planting Plan: Detailed planting plans for areas developed within the contract limits, including botanical names, common names, sizes and related details. 1. landscape Irrigation Plan and Details; Detailed layout of sprinkler heads, piping and valves to provide a total operative system. Design will conform to Dublin San Ramon Services District requirements for use of recycled water. m. Structural Plans and Details: Detailed structural design, calculations, and details. n. Site Electrical Plans and Details: Detailed electrical design, calculations, and details. Photometrics plan for path, parking and athletic field lights. o. Specifications: Final specifications for aforementioned work will be in CS1 Format. p. Cost evaluation for improvements within the project scope based on our best opinion of costs at the date of the estimate. q. Utility stub outs for future park phases of development. r. Provide DSRSD with customer connection drawings. s. Architectural drawings for restroom/co n cession building and scorekeepers booth. Consulting Services Agreement between October 1,2013 City of Dublin and Carducci and Associates, Inc. -- Exhibit A Page 4 of 6 Task 7 - Bid Documents (100 %) Incorporation of comments from the City and preparation of Bid Documents (Printing to be done by City). Task 8 — Bid & Award and Conformance Drawings Assist in the bidding procedure as required. This may include: attending a pre -bid meeting, responding to contractor's questions, issuing addendums, and reviewing the bids --- includes a conformance set of construction documents for construction (Printing to be done by City). Task 9 — Services for Alternate Bid Items For Construction Documents, include alternate service as chosen by City. a. Lights for soccer fields. b. Adventure playground. Task 10 — Miscellaneous Project Components a. Phase I design shade retrofit for baseball and softball dugouts b. Flag pole design and location in Phase I area c. Complete plans and specifications for site improvements related to the trailer relocation by February 2014 with bid period occurring in March /April 2014. Site improvements are scheduled for May /June 2014 with relocation of trailers in July 2014. d. Planting design for pedestrian entrance at bridge crossing. e. Complete full architectural plans for park buildings to be constructed on -site 1) Restroom /Concession Building 2) Scorekeepers Booth at baseball field f. Include design for pervious parking stalls if feasible for construction g. Investigate the feasibility of adding charging stations for cars Task 11— Optional Services a. Restrooms by Baseball (similar to the existing tennis restroom) b. Investigate the feasibility of adding stairs /ADA access from soccer field to tennis restroom Structures Restroom /concession design will be based on 2014 Building Code and occupancy levels will be determined as part of design process, materials and design to match Phase 1 Scorekeepers booth to match Phase 1 Two pre - engineered baseball field foul poles (One pre - engineered structure repeated two places) Pre - engineered sports field light poles and foundations at baseball field Pre - engineered or other shade structures for Phase 1 dugouts (eight total) Athletic field lights shall meet current foot - candle requirements of the Little League Baseball and American Youth Soccer Organization. Consulting Services Agreement between October 1,2013 City of Dublin and Carducci and Associates, Inc. -- Exhibit A Page 5 of 6 Services include foundation calculations and details for pre - engineered structures and foundation calculations and details for retaining walls, fences and backstops. Civil Engineering Grading and drainage structures Drainage outside of streambed corridor Calculate cut and fill including utility trenching and prepare grading plans that balance (no off -haul) Calculate estimated water runoff and drainage capacity Stormwater Pollution Prevention Plan (SWPPP) Exclusions Geotechnical Engineering (City to provide geotechnical report and recommendations) Off -site improvements Water features or fountains LEED Certification Scoreboard Construction Administration Baseball synthetic turf infield Recreation building Soccer practice walls Bocce ball courts Group public areas Pedestrian connections from baseball to softball fields Soccer field shade structures Soccer field windbreaks Fire sprinkler design submittal More than one submittal package of review or bid documents JiwpdIFOFUASAGRUstWardcansd bmservicesaxewm nt-2001.dec Consulting Services Agreement between October 1,2013 City of Dublin and Carducci and Associates, Inc. -- Exhibit A Page 6 of 6 EXHIBIT B COMPENSATION SCHEDULE PAYMENT SCHEDULE A. CITY shall pay CONSULTANT an amount not to exceed the total sum of $837,000 (Eight Hundred and Thirty Seven Thousand Dollars) for services to be performed pursuant to this agreement, CONSULTANT shall submit invoices; not more often than once per month, based upon the work completed on each task identified in EXHIBIT A "Scope of Work ", The parties understand that such amount does not include post project acceptance claims processing services that may be provided pursuant to C. "Extra Services ". B. The corresponding not to exceed fee for tasks numbered 1 through 10 shall be as follows: BASE BID DESIGN COMPONENTS: Task 1 — Topographic Survey $ 35,000 Task 2 — Consultant /Design Meetings $ 20,000 Task 3 — Program /Analysis $ 10,000 Task 4 — Conceptual Design $ 20,000 Task 5 — 50% Construction Documents $ 245,000 Task 6 — 100% Construction Documents $ 205,000 Task 7 — Bid Documents (100 %) $ 50,000 Task 8 — Bid & Award and Conformance Documents $ 30,500 Task 9 — Services for Alternate Bid Items $ 60,000 Task 10 -- Miscellaneous Project Components $ 126,000 Fee Subtotal $ 801,500 Estimate of Reimbursable Costs $ 35,500 SUBTOTAL FAXED FEE Task 11 — Optional Services $ 837,000 $ 30,000 The Consultant will be reimbursed for expenses at cost plus 10 %. The items allowable for reimbursement are as follows: Items supplied by the consultant: 1. Cost of printing and distributing. 2. Cost of transportation /mileage. 3. Cost of postage, UPS, Federal Express, California Overnight, etc. 4. Cost of progress photos. 5. Cost of other items as required, with prior approval from Owner. 6. Cost of office supplies. 7. Mileage billed at published Internal Revenue rate. 8. Soils Testing. Consulting Services Agreement between October 1, 2013 City of Dublin and Carducci and Associates, Inc, -- Exhibit B Page 1 of 2 C. "Extra Services" including, construction administration, arborist reports, and additional site visits post project acceptance claims processing services, are to be billed on a time and material basis using the hourly rates shown below. All extra services are to be authorized by the owner in writing. Hourly „Rates Carducci & Associates, Inc. • Principal $155.00 • Senior Associate $150.00 • Associate $ 90.00 to $125.00 • Clerical/Word Processing $ 65.00 Structural Engineer $250.00 Electrical Engineer $215.00 Civil Engineer $195.00 • 2 -Man Survey Crew $300.00 D. The total sum stated in Section A above, shall be the total, which the CITY shall pay for the services to be rendered by CONSULTANT pursuant to this Agreement excluding extra services. CITY shall not pay any additional sum for any expense or cost whatsoever incurred by CONSULTANT in rendering services pursuant to this Agreement other than extra services. E. CITY shall make no payment for any extra, further or additional service pursuant to this Agreement unless such extra service and the price therefore is agreed to in a written Change Order executed by the City Manager, or other designated official of the CITY, authorized to obligate CITY thereto. Said Change Order shall be executed prior to the time such extra service is rendered and in no event shall such change order exceed twenty -five percent (25 %) of the initial Contract price stated in Section A. In the event the Change Order exceeds this limitation, City Council approval shall be required. F. The services to be provided under this Agreement may be terminated without cause at any point in time in the sole and exclusive discretion of CITY. In this event, CITY shall compensate the CONSULTANT for all outstanding costs incurred as of the date of written notice thereof and shall terminate this Agreement. CONSULTANT shall maintain adequate logs and timesheets in order to verify costs incurred to date. G. The CONSULTANT is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of a fully executed copy of this Agreement. diwydF0RFJnGRB$t2ndard tonsu8aatsWces aTeea- e*2003.doc Consulting Services Agreement between October 1, 2013 City of Dublin and Carducci and Associates, Inc. -- Exhibit 8 Page 2 of 2