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HomeMy WebLinkAboutItem 4.5 Downtown Traffic Impact Feeor 19 82 /ii � 111 DATE: TO: FROM: SUBJECT: STAFF REPORT CITY COUNCIL May 6, 2014 Honorable Mayor and City Councilmembers CITY CLERK File #600 -30 Christopher L. Foss, City Manager " Approval of Consulting Services Agreement with Fehr and eers for the Update of Downtown Traffic Impact Fee Prepared by Obaid Khan, P.E., Senior Civil Engineer (Traffic /Transportation) EXECUTIVE SUMMARY: The City Council will consider approval of a consultant services agreement for the update to the Downtown Traffic Impact Fee (DTIF). The update is scheduled to be prepared after the adoption of the City of Dublin Bicycle and Pedestrian Master Plan (Plan). Staff is recommending hiring one of the City's on -call professional consultants, Fehr and Peers Associates, to assist staff in the DTIF update. FINANCIAL IMPACT: The funding for this project is included in the Public Works Operating budget for Fiscal Year 2013 -14 and is funded through the Traffic Impact Fees paid for by development. The total budget for the consultant services is $58,200. There is no impact to the General Fund. RECOMMENDATION: Staff recommends that the City Council adopt a Resolution Approving the Consulting Services Agreement with Fehr and Peers for the Development of Downtown Traffic Impact Fee Update. ubmitte` By Public Works Director DESCRIPTION: '\ Reviewed By Assistant City Manager This project will update the City's Downtown Traffic Impact Fee (DTIF). The DTIF program is a financial mechanism to fund roadway and other transportation improvements needed to accommodate anticipated traffic increases due to growth in the Downtown Area. The current fee and related studies were completed prior to the adoption of the Complete Streets Policy in 2012, Downtown Specific Plan in 2011 and the Bikeways Master Plan in 2007. This update will incorporate current policies and the updated Bicycle and Pedestrian Master Plan, planned for adoption later this year, and will include an increased focus on alternative modes of transportation such as transit, bicycle, and pedestrian access. Page 1 of 2 ITEM NO. 4.5 Staff solicited proposals for this work. Upon review of the proposals and follow up with each of consultants' references, staff recommends hiring Fehr and Peers for technical assistance in the DTIF update. In addition to being the most qualified candidate, Fehr and Peers is one of the on- call consultants for the City. Due to their experience with the City's traffic model and the past history of good performance, Staff believes that Fehr and Peers is best suited to analyze the Downtown traffic model and fee update. NOTICING REQUIREMENTS /PUBLIC OUTREACH: None required. ATTACHMENTS: 1. Resolution Approving the Consulting Services Agreement with Fehr and Peers for the Development of Downtown Traffic Impact Fee Update. 2. Consultant Services Agreement with Fehr and Peers 3. Scope of Work — Exhibit A to Consultant services Agreement Page 2 of 2 RESOLUTION NO. -14 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN APPROVING AGREEMENT WITH FEHR AND PEERS FOR THE DEVELOPMENT OF DOWNTOWN TRAFFIC IMPACT FEE UPDATE WHEREAS, the City's 2013 -2014 Operating Budget for Public Works includes a project that will update the current Downtown Traffic Impact Fee (DTIF); and WHEREAS, it is necessary to hire a transportation consulting firm to assist staff in the update to the DTIF; and WHEREAS, the City desires to hire the firm of Fehr and Peers to provide technical consulting services; NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin hereby approves the agreement with Fehr and Peers to provide consulting services for the update of DTIF in an amount not to exceed $58,200. BE IT FURTHER RESOLVED that the City Manager is authorized to execute the Consultant Services Agreement and any other related documents for this project. PASSED, APPROVED AND ADOPTED this 6th day of May, 2014, by the following vote: AYES: NOES: ABSENT: ABSTAIN: ATTEST: City Clerk Mayor CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND FEHR AND PEERS THIS AGREEMENT for consulting services is made by and between the City of Dublin ("City") and Fehr and Peers ( "Consultant") as of May , 2014, 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 September 30, 2.015, 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 within the "Standard of Care" 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 reasonable 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 $58,200, 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. Consulting Services Agreement between April 23, 2014 City of Dublin and Fehr and Peers Page 1 of 14 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. Consulting Services Agreement between April 23, 2014 City of Dublin and Fehr and Peers Page 2 of 14 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, except pursuant to a modification or amendment of this Agreement for the provision of additional services. 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 prior to the submission of such an invoice by a properly executed change order or amendment. 2.6 Reimbursable Expenses, Reimbursable expenses are specified below, and shall not exceed five percent (S %) of the total compensation for services rendered under this Agreement, with the exception of Data Collection expenses which will be based on the extent of Data Collection services required as specified in the Scope of Work in Exhibit A. Expenses not listed below are not chargeable to City. Reimbursable expenses are included in the total amount of compensation provided under this Agreement that shall not be exceeded. • Travel expenses • Data collection (for example, traffic counts) • Reproduction charges • Communications charges 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. Consulting Services Agreement between April 23, 2014 City of Dublin and Fehr and Peers Page 3 of 14 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 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. Consultant shall, at its sole cost and expense, maintain Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Consultant. The Statutory Workers' Compensation Insurance and Employers Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS ($1,000,000,00) per accident, In the 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 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. 4,2 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) Consulting Services Agreement between April 23, 2014 City of Dublin and Fehr and Peers Page 4 of 14 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 scope of coverage. 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 Services Office form number GL 0002 (ed. 163) covering comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (ed. 12190) Code 8 and 9 ( "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 policy: 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 by or on behalf of Consultant, including the insured's general supervision of Consultant; products and completed operations of Consultant; premises owned, occupied, or used by, Consultant; and automobiles owned, leased, or 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. An endorsement must state that coverage is primary insurance with respect to the City and its officers, officials, employees and volunteers, and that no insurance or 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. Consulting Services Agreement between April 23, 2014 City of Dublin and Fehr and Peers Page 5 of 14 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 Liability Insurance, Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for 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. 4.3.1 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; 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. G. 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 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. Consulting Services Agreement between April 23, 2014 City of Dublin and Fehr and Peers Page 6 of 14 4.4 All Policies Requirements. 4.4.1 Acceptability of insurers. All insurance required by this section is to be placed with insurers with a Bests` rating of no less than ANIL 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 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 Coverage. In the event that any coverage required by this section is reduced, limited, or materially affected in any other manner, Consultant 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 to 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 Consulting Services Agreement between April 23, 2014 City of Dublin and Fehr and Peers Page 7 of 14 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; ■ Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or Terminate 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 violation of any federal, state, or municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct or negligent acts or omissions of Consultant or its employees, subcontractors, or agents, by acts for which they could be held strictly liable. The foregoing obligation of Consultant shall not apply when (1) the injury, loss of life, damage to property, or violation of law arises wholly from the negligence or willful misconduct of the City or its officers, employees, agents, or 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 understood that the duty of Consultant to indemnify and hold 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 acknowledges 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 California 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 and/or employer contributions 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, which would otherwise be the responsibility of City. Section 6. STATUS OF CONSULTANT, 6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and 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 Consulting Services Agreement between April 23, 2014 City of Dublin and Fehr and Peers Page 8 of 14 pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 13; however, otherwise City shall not have the right to control the means by which Consultant accomplishes services 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, or any incident of employment by City, including but not limited to eligibility to enroll in the California 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 to this Agreement to bind City to any obligation whatsoever. Section 7, . LEGAL REQUIREMENTS. 7.1 Governing Law. The laws of the State of California shall govern this Agreement. 7.2 Compliance with Applicable 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 governmental entity, Consultant and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. 7.4 Licenses and Permits, Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are 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, against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Consultant under this Agreement, Consultant shall comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in Consulting Services Agreement between April 23, 2014 City of Dublin and Fehr and Peers Page 9 of 14 employment, contracting, and the provision of any services 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 Administrator or this Agreement. Section 8. TERMINATION AND MODIFICATION, 8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant. Consultant may cancel this Agreement upon thirty (30) days' written notice to City and shall include in such notice the reasons for cancellation. In the event of termination, Consultant shall be entitled to compensation for services performed to the effective date of termination; City, however, may condition payment of such compensation upon Consultant delivering to City any or all documents, photographs, computer software, video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or the City in connection with this Agreement. 81 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 shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period, 8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties. 8.4 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 April 23, 2014 City of Dublin and Fehr and Peers Page 10 of 14 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 by Consultant, If Consultant materially breaches any of the terms of this Agreement, City's remedies shall included, but not be limited to, the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement; 8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant, or 8.6.4 Charge Consultant the difference between the cost to complete the work ' described in 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 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 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, 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 Consulting Services Agreement between April 23, 2014 City of Dublin and Fehr and Peers Page 11 of 14 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 Attorneys' Fees. If a party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. in the event that either party brings any action against the other under this Agreement, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Alameda or in the United States District Court for the Northern District of California, 10.3 Severability. 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. 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 sea. 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 et sea. Consulting Services Agreement between April 23, 2014 City of Dublin and Fehr and Peers Page 12 of 14 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 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 Nicole Gonzales ( "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: Julie Morgan, Principal _100 Pringle Avenue, Suite 600 _Walnut Creek, CA 94596 Any written notice to City shall be sent to: Obaid Khan, P.E., Senior Civil Engineer, 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 Consulting Services Agreement between April 23, 2014 City of Dublin and Fehr and Peers Page 13 of 14 responsible for the reporYdesign preparation. The stamp /seal shall be in a block entitled Seal and Signature of Registered Professional with report/design responsibility," as in the following example. Seal and Signature of Registered Professional with report/design responsibility, 10.12 Integration. This Agreement, including the scope of work attached hereto and incorporated herein as Exhibit A, represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiallons, representations, or agreements, either written or oral. CITY OF Dublin Christopher L. Foss, i City Manager Attest: Caroline Soto, City Clerk Approved as to Form; John Bakker, City Attorney JNpdVMfsM114'0011fofmsWnda ni comubat services a9reewn1 doc CONSULTANT *HK�. rg an, P nc al Consulting Services Agreement between [DAVE] City of Dublin and Fehr & Peers Page 14 of 14 EXHIBIT A SCOPE OF SERVICES See Attached Scope of Work Dated March 27, 2014. Consulting Services Agreement between April 23, 2014 City of Dublin and Fehr and Peers Page 1 of 1 FEH�R,� PEERS MEMORANDUM Date: March 27, 2014 To: Obaid Khan, City of Dublin From: Julie Morgan, Fehr & Peers Subject: Revised Scope of Work for Downtown Dublin Traffic Impact Fee (DTIF) P12- 3720 -WC We are looking forward to working with you on the Downtown Dublin Traffic Impact Fee project. As discussed at our kick -off meeting with you and Andy Russell on March 21, we have consolidated the scope of work into this memorandum format, and have incorporated the comments and topics raised during the meeting. The scope will involve the following tasks: Task 1 — Establish Project List and Define Nexus Methods As part of our approach to this task, we will refer to the experiences of other jurisdictions that have addressed issues of changing performance metrics (such as removing LOS as a threshold in certain areas). For example, Redwood City recently adopted a General Plan that emphasized a balanced multi -modal approach to transportation investments, and now the City has adopted an updated fee program to allow them to fund a variety of transportation improvements (including improvements aimed primarily at enhancing accessibility for bicyclists and pedestrians). While vehicle LOS has a long track - record of use as a transportation performance standard, it has recently become more common for jurisdictions to depart from vehicle LOS and to use other performance measures or policies that better reflect their community's values. For this reason, it will be important to work directly with the Dublin City Attorney's office during this phase of the study to ensure that they understand and are comfortable with the measures used to define transportation needs and to establish a relationship between the impacts of new development and the costs of providing new infrastructure to address those impacts. It is our understanding that the City will be responsible for developing a list of capital projects for inclusion in the DTIF program. This list will be drawn from a number of sources, including the General Plan, the Downtown Specific Plan, the Bikeway Plan, and transportation impact studies or EIRs that may have identified cumulative mitigation measures in the downtown area. The 100 Pringle Avenue I Suite 600 1 Walnut Creek, CA 94596 1 (925) 930 -7100 1 Fax (925) 933 -7090 www.fehrandpeers.com Obaid Khan March 27, 2014 Page 2 of 4 strength of the nexus relationship for each capital project will in part depend on the level of planning that has already been done for that improvement, and the justification provided in the planning documents for that improvement. This scope assumes that there will be up to 20 capital projects on the DTIF list that will need to be evaluated using the City of Dublin travel model (i.e., this would include roadway widening or intersection improvement projects, but would not include bike /ped or streetscape projects since those are not reflected in the model). If there are substantially more projects on the final list that would require modeling effort, this may result in the need for a scope and budget amendment. Once the project list has been assembled, we will review the plans and documents from which the projects were drawn and evaluate the level of justification provided. It is expected that the project list will be divided into categories; for example, categories may include congestion relief, multi -modal access, bicycle /pedestrian improvements, and perhaps others. We will provide recommendations on methods for achieving a defensible nexus for each project category. In some instances, it may be adequate to identify the City's policy direction as justification for certain projects. In other instances, it may be preferable to come up with a quantitative metric (such as queue length or travel time) that can be used to justify the need for certain projects. We assume that the City can provide cost estimates for most of the projects on the list. We can assist in generating cost estimates for the bike /ped or streetscape projects, if desired. We have allocated time to generate cost estimates for up to five such projects, and have also allocated time to review the City's cost estimates. We also understand there may be a need for a few current projects to remain on the DTIF list, if they require reimbursement from the fee revenues per a previous agreement. These can readily be incorporated into the DTIF program as long as City staff can provide the necessary reimbursement amount. Meetings and Deliverables: We assume there will be two in- person meetings with City staff as part of this task: one kick -off meeting and another meeting to review the project list and nexus considerations. The task deliverable will be a technical memorandum describing the projects proposed for inclusion in the DTIF and their costs, and outlining the nexus methods for each project type. Task 2 - Establish Development Potential The City of Dublin travel model will be the primary tool used in this nexus analysis. We understand that the model has been fairly recently updated for the Dublin Crossings project; we assume the City will provide us with a copy of the most up -to -date version of the model for our use in the DTIF study. Obaid Khan March 27, 2014 Page 3 of 4 We will coordinate with the staff in the planning department to ensure that the model land use inputs are accurate. It is our understanding that the planning staff recently made some small changes to the land use assumptions for a few TAZs in the downtown area; it will need to be confirmed that those changes are accurately represented in the model. For the purposes of this scope, we assume that a single set of future land uses will be used for all of the nexus analysis. If the City wants to investigate the development potential of multiple scenarios (such as the maximum FAR vs. the base FAR scenario presented in the Downtown Specific Plan), that will require additional modeling effort and thus would require a scope and budget amendment. The Downtown Specific Plan EIR contained peak hour trip generation estimates; we will also check the trip generation from the Dublin model for the zones within the downtown area and will provide a comparison to City staff for review. In addition, we will use the MXD+ (Mixed -use Development) tool to refine the trip generation estimates in the area near the West Dublin BART station to account for the mixture of land uses and proximity to major regional transit services; this tool will provide quantification of the reduced trip - generating characteristics that can be expected from a development of this type. A similar procedure was conducted several years ago for the area around the East Dublin /Pleasanton BART station. All of the fee calculations will be in terms of PM peak hour trip generation. Meetings and Deliverables: No in- person meeting; results can be reviewed by conference call. The task deliverable will be a technical memorandum summarizing the downtown development potential, the recommended assumptions for trip generation in the downtown area, and the potential fee revenue from that development assuming the fees remain at their current levels. Task 3 — Do Modeling Analysis and Establish Nexus Amounts Fehr & Peers will prepare a new set of fee calculations to reflect the Downtown development potential and the cost of capital projects from the earlier tasks. This will involve executing the City of Dublin model using the select link and select zone analysis capabilities to determine the amount of traffic usage on each DTIF facility that is generated by new development in the Downtown area. Meetings and Deliverables: One in- person meeting. Deliverable will be an initial set of fee calculations for staff review. Task 4 — Prepare Nexus Study Documentation and Administrative Guidelines Fehr & Peers will prepare a technical report to document the results of these tasks; this report will serve as the nexus study that the City Council can use as the basis for adopting an updated fee schedule. The objective is to prepare a document that is easy to understand, with liberal use of graphics to document the projects and describe the nexus relationships. Our recommendation is Obaid Khan March 27, 2014 Page 4 of 4 to keep the administrative guidelines separate from the nexus study; the nexus study will be formally accepted by the Council and should remain valid for a number of years, whereas the guidelines may need to change periodically and ideally those changes could be handled administratively by staff. We will also prepare a set of administrative guidelines outlining the procedures for calculating fees, calculation and use of credits and reimbursements, and other administrative aspects of the fees. The recommendations will also include the procedures for conducting special studies when a land use is not included in the fee schedule. The guidelines will emphasize that the City reserves the right to require a special study upon direction of the Public Works Director, if it seems that the proposed development could be substantially different from what is included in the fee schedule. In addition, we will prepare a table of comparing the calculated DTIF fees to the fees charged in other similar cities in northern California. This table will be drawn from readily available information, such as the Alameda County fee comparison table forwarded by City staff and published reports. If additional research is desired, that could be done as an additional service. Meetings and Deliverables: One in- person meeting. Deliverables will be a technical nexus report and a set of administrative guidelines. We have allocated time to respond to comments from one round of staff review on each deliverable, at which point both deliverables will be finalized and ready for consideration by Council. POTENTIAL ADDITIONAL TASKS: Environmental Document Support: The current DTIF has used the Negative Declaration (ND) for the three downtown Specific Plans to address the CEQA requirements. Fehr & Peers will be available to provide additional support to staff on this aspect of the project if requested. The details of this work will be developed after the conclusion of Task 1 and discussions with the City Attorney. Meetings with City Council or targeted interest groups: If requested, Fehr & Peers can be available to attend meetings and /or participate in presentations to targeted interest groups or to the City Council. The level of effort required for this would depend on the nature of our participation (e.g., would we prepare the presentation and be the primary presenters, or would we be available for Q &A) and the expected duration of the meeting. SCHEDULE AND FEE The estimated budget and timeline for the effort outlined above is shown in Attachment A. Attachment A Downtown Dublin TIF Fehr&Peers(March 2014) getlmated Dates Principal Sr.Engineer/Planner Engineer/Planner GIS/Support $275/Hour $160/Hour $120/Hour $110/Hour TOTAL TOTAL TASK HOURS COST HOURS COST HOURS COST HOURS COST HOURS COST Task 1:Project List and Nexus Methods June-August 2014 Literature Review and Potential Nexus Methods 8 $2,200 16 $2,560 20 $2,400 4 $440 48 $7,600 Assistance with Project Cost Estimates $0 8 $1,280 8 $960 2 $220 18 $2,460 Finalize Project List 2 $550 4 $640 8 $960 2 $220 16 $2,370 Meetings and Deliverables 12 $3,300 $0 12 $1,440 4 $440 28 $5,180 Task 2:Establish Development Potential May-July 2014 Update Model Land Use Assumptions 2 $550 16 $2,560 $0 2 $220 20 $3,330 Calculate and Compare Trip Generation 2 $550 $0 16 $1,920 $0 18 $2,470 Conduct MXD Analysis of West Dublin Station Area 2 $550 16 $2,560 24 $2,880 4 $440 46 $6,430 Meetings and Deliverables 2 $550 4 $640 4 $480 2 $220 12 $1,890 Task 3:Modeling Analysis and Nexus Amounts Sept-Oct 2014 Modeling(select link/zone)Analysis 2 $550 8 $1,280 24 $2,880 8 $880 42 $5,590 Meetings and Deliverables 6 $1,650 8 $1,280 $0 2 $220 16 $3,150 Task 4:Documentation and Administrative Guidelines Nov 2014-Jan 2015 Prepare Nexus Report and Administrative Guidelines 12 $3,300 16 $2,560 24 $2,880 12 $1,320 64 $10,060 Respond to Staff Comments 4 $1,100 5 $800 12 $1,440 4 $440 25 $3,780 Meetine 4 $1,100 $0 $0 $0 4 $1,100 KIl'tt,',,A%;.{-.r% at, n.x fit:...;rt;vs,.:;:5`ia,'�'t°s.'�Ki`S' "".,,ztl74 r ar'�'`,ra4#"�,`xt`�a ,`±".��; "u�" aUx;. wsr'�e..tttt" ':.,zllTt%c'�rlr t` LABOR TOTAL 357 $55,410 OTHER DIRECT COSTS&EXPENSES(5%OF LABOR TOTAL) $2,770 TOTAL $58,180 Direct costs and expenses include travel,reproduction,and communications charges.