Loading...
HomeMy WebLinkAbout4.06 Agmt Page TurnbullCI'TY CLERK AGENDA STATEMENT CITY COUNCIL MEETING DATE: December 2, 2003 SUBJECT: ATTACHMENTS: Amendment to Agreement with Page and Turnbull for Historical Resource Identification and Archaeological Assessment within the Donlon Way Area (Report Prepared by Eddie Peabody, Jr., Community Development Director) ~ 1) Resolution Approving amendment to the existing Agreement with Page and Tumbull 2) Amendment to the Agreement with Contract Proposal 3) Current Contract Agreement RECOMMENDATION: 1) Adopt Resolution approving amendment for on-call Planning (/~~2) Consultant Authorize the City Manager to sign on behalf of the City. FINANCIAL IMPACT: The 2002-2003 Community Development budget includes fimds for . consulting services for the preparation of the Donlan Way Specific Plan. The current contract with Page and Tumbull was not to exceed $16,600. The current amendment is for $2,500. Additional future work will require City Manager or his designee's direction and approval. DESCRIPTION: On June 3, 2003 the City contracted with Page and Tumbull to perform Historical Resource Identification within the Historic Area. The contract was for an amount not to exceed $16,600 and work was expected to be completed by September 30, 2003. The 2002-2003 Community Development budget included funds for this consulting service to complete the study. Recently, the City has requested that Page and Turnbull perform additional services related to the expanded geographical range of the Dublin Historic Resource Identification Project and the consultant has submitted a proposal to perform such work (Attachment 2). The City is proposing to amend the existing agreement to include the additional scope of work and any future services that the City might require. In addition, the City proposes to extend the existing agreement for an indefinite period of time so that this consulting firm will be available should the City desire to use their services in the future. The consultant will work at the direction of the Community Development Director and will not perform work unless the scope of services and the amount thereto is agreed upon in writing and executed by the City Manager or other designated official of the City, authorized to obligate the City, prior to the time such extra services is rendered, COPIES TO: Consultant ITEM NO. SUMMARY: The contract and the amendment contain provisions that the consultant will onlY Perform work on a time and material basis at the direction of the Community Development Director. No work will be done without expressed permission and all costs will be charged to the Community Development Department budget in accordance with costs associated with that project. RECOMMENDATION: Staff recommends that the City Council receive the Staff report, adopt ResOlution approving the amendment to the Consulting Agreement for Page and Tumbull and authorize the City Manager to sign the agreement on behalf of the City. G:agenda/2003/cc sr 12-2 Page Tumbull amend ' RESOLUTION NO. - 03 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN APPROVING AN AMENDMENT TO THE CONTRACT WITH PAGE AND TURNBULL FOR THE HISTORICAL RESOURCE IDENTIFICATION WITHIN THE HISTORIC AREA WHEREAS; the City Council and the City of Dublin directed Staff, as a high priority, to develop plans for a historical district designation for the Donlon Way Area; and WHEREAS; the Staff requires additional professional services to expand the Historic Resource Area, and WHEREAS; in reviewing its Goals and Objectives at the September 16, 2003 meeting, the City Council expressed its strong desire to immediately move forward with a comprehengive Specific Plan for the Historic Area with the purpose of preserving, protecting, and exposing the historical past in the Historic Area. NOW, THEREFORE BE IT RESOLVED that the City Council of the City of Dublin does hereby approve the contract amendment with Page and Turnbull for $2,500 and any future pre-approved services and authorizes the City Manager to sign the Amendment. PASSED, APPROVED AND ADOPTED this 2nd day of December, 2003. AYES: NOES: ABSENT: ABSTAIN: ATTEST: Mayor City Clerk g:\agendasX2003\cc reso page turnbull amend.doc ATTACHMENT 1 AMENDMENT NO. 1 CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND PAGE AND TURNBULL THIS AMENDMENT to the Consulting Services Agreement Between the City of Dublin and Page and Tumbull dated June 3, 2003 ("the Agreement"), is entered into by the City of Dublin ("City") and Page and Tumbull ("Consultant") as of December 2, 2003. RECITALS A. The parties entered into the Agreement on June 3, 20Q3 for consulting services related to preparing the Donlon Way Area Historical Resources Identification Program. B. The City wishes to retain Consultant to'perform additional services related to the expanded geographical range of the Dublin Historic Resources Identification Project, and Consultant has submitted a proposal to perform such work (Exhibit A). C. The Agreement expires September 30, 2003. AGREEMENT 1. The Agreement is amended to include the additional scope of services and compensation schedule set forth in Exhibit A dated September 25, 2003 and any future scopes of services as directed by the City Manager or his designee. 2. The first sentence of Section 2 of the Agreement is amended to read: Section 2. COMPENSATION. "City hereby agrees to pay Consultant a sum set forth in Exhibit A and any amount set forth in future services approved by the City Manager or his designee." 3. The Agreement is extended for an indefinite period of time. 4. Subsection 1.1 of the Agreement is amended to read as follows: "1.1 Term of Services. The term of this Agreement shall begin on the date first noted above and shall continue indefinitely, unless the term of the Agreement is otherwise terminated, as provided for in Section 8. CITY OF DUBLIN CONSULTANT Richard Ambrose City Manager Attest: Fredrick Knapp Principal City Clerk Approved as to Form: City Attorney ATTACHMENT 2 SERVICES PROVIDED TO THE CITY OF DUBLIN: ADDENDUM: 09.25.2003 As suggested by Andy Byde, Senior Planner with the City of Dublin, Page & Tumbull will expand the geographic range of the Dublin Historic Resources Tdentification Project. In addition to the fifteen properties that we have su~eyed in the Donlon Way area west of San Ramon Road, we will pick up approximately five additional parcels: two on the northeast, and two on the southeast corner of Dublin Boulevard and San Ramon Road. Situated on the eastern edge of historic Dublin Village, historic aerial photographs from the 1940s through the early 1970s show that the northeast comer was occupied by what appears to be a service station and lunch room whereas the southeast comer was occupied by an orchard. The two parcels On the northeast comer of the two roads are located on Assessor's Map 941-305 and their parcel numbers are 7-2 and 34-2. A gas station sits on the first lot and the second lot is vacant with the exception of a large oak tree. The parcels on the southeast comer are located on Assessor's Map 941-1500. Parcel 36-2 is on the corner and it is occupied by Coco's Restaurant. The adjoining parcel to the south (Parcel # 37) is historically linked with the comer parcel and should be evaluated concurrently. The fifth parcel, the Hexcel property, is located on the south side of Dublin Boulevard, just west of Dublin Pioneer Cemetery and Hawthorne Lane. The work necessary to document the history of these five parcels will necesskate further research, including the construction of chains of title at the Alameda County Assessor's Office and permit record searches at the Alameda County Department of Public Works and the Dublin Building Deparmaent. It is anticipated that very little additional contextual historical work will be necessary'although it is impossible to role out at this time. The estimated t/me for completing the work is fifteen hours, including the preparation of California Department of Parks and Recreation 0DPR) 523 A and B Forms. Total labor would not exceed $2,000. Expenses, including transportation, gasoline, photocopies, f-dm developing and bridge tolls would not exceed $500. EXHiBiT A CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND Page and Turnbull THIS AGREEMENT for consulting services is made by and between the City of Dublin ("City") and Page and Tumbull ("Consultant") as of ~2003.' Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant sh;~ll 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, 2003, and Consultant shall complete the work described in Exhibit A pdor io the date specified in Exhibit A, 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 $16,600, 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 aconflict 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 City of Dublin and Page and Turnbull Page 1 of 1-1-1- May 20, 2003 , ATTAOHMEHT.. 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 forthe 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 2.3 2.4 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. 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. 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 incurr~ 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. Consulting Services Agreement between City of Dublin and Page and Turnbull May 20,2003 Page2of2_-H- I 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. 2.5 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the amounts shown on the following fee schedule: 2.6 Reimbursable Expenses. Reimbursable expenses are specified below, and shall not exceed two hundred and fifty dollars ($250.00). 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. 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 Consulting Services Agreement between City of Dublin and Page and Turnbull Page 3 of 3-1-I- May 20, 2003 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 ali 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 Employer's Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS ($1,000,000.00) per accident. In the alternative, Consultant may rely on a self-insurance program to meet those requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator. The insurer, if insurance is provided, or the Consultant, if a program of self-insurance is provided, shal] 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 suspended, voided, canceled by either party, reduced in coverage or in limits, except after thirty (30) days' Prior written notice by cedified mail, return receipt requested, has been given to the City. 4.2 Commercial General and Automobile Liability Insurance. 4.2.1 General requirements. Consultant, at its own cost and expense, shale maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shah 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 bread as Insurance Services Office Commercial General Liability occurrence form CG 0001 (ed. 11/88) or Insurance Services Office form number GL 0002 (ed. 1/73) covering comprehensive General Liability and Insurance Services Office form number GL 0404 covedng Broad Form Comprehensive General Liability. Automobile coverage shall be at least as broad as insurance Services Office Consulting Services Agreement between City of Dublin and Page and Turnbull May 20,2003 Page4 of_4-1-1. I Automobile Liability form CA 0001 (ed. 12/90) Code 1 ("any auto"). No endorsement shall be attached limiting the coverage. 4.2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as an endorsement to the policy: a~ City and its officers, employees, agents, and volunteers shall be covered as insureds with respect to each of the following: liability arising out of activities performed by or on behalf of Consultant, including the insured's general 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. bo 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. 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, 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, retum receipt requested, has been given to the City. Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. Consultant shall indemnify, defend with counsel selected mutually by the City andthe consultant, 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 faw 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, or by the quality or character of their work. The foregoing obligation of Consultant shall not apply when (1) the injury, loss of life, damage to property, or violation of law arises whoIly 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 CMl Code. Acceptance by City of insurance Consulting Services Agreement between City of Dublin and Page and Turnbull May 20, 2003 P;zge 5 of _5-1-t- 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 pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; h°Wever, 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 subcontracto, rs 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 Aqent. 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 Governinq 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 Requlations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Consultant and any subcontractors Consulting Services Agreement between City of Dublin and Page and Turnbull Page 6 of_64-1- May 20, 2003 7.4 7.5 Section 8. 8.1 8.2 shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. 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 legaily 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 alt 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. 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 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. TERMINATION AND MODIFICATION. Termination. City may cancel this Agreement at any time and without cause upon written. notification to Consultant. Consultant may cancel this Agreement upon thirty 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 bompensation 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. 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 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 Consulting Services Agreement between May20,2003 City of Dublin and Page and Turnbull Page 7 of 744- 8.3 8.4 8.5 8.6 Section 9. 9.1 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 dudng the extension period. Amendments. The parties may amend this Agreement only by a writing signed by all the parties. Assignment and Subcontractinq. 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. 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, 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. KEEPING AND STATUS OF RECORDS. 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 Consulting Services Agreement between City of Dublin and Page and Turnbuil May20, 2003 Page 8 of_8-1-1- 9,2 9,3 Section 10 10.1 10.2 10,3 10,4 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. 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 pedod required by law, from the date of final payment to the Consultant to this Agreement. 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 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. MISCELLANEOUS PROVISIONS, 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. Venue, In the event that either party brings any action against the other bnder 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. Severability.. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the prbvisions 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. 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. Consulting Services Agreement between City of Dublin and Page and Turnbull May 20, 2003 Page 9 of 9_-I-I- 10.5 10.6 10.7 10.8 10.9 10.10 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. 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. C°nflict 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 et 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 et. seq., the entire Agreement is void and Consultant will not be entitled to any compensation for services pedormed 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. 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. Contract Administration. This Agreement shall be administered by the Community Development Director or their designee ("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee. Notices. Any written notice to Consultant shall be sent to: Fredrick Knapp, AIA 724 Pine Street San Francisco, CA 94108 Any wdtten notice to City shall be sent to: Eddie Peabody, Community Development Director 100 Civic Plaza Dublin, CA 94568 Consulting Services Agreement between City of DUblin and Page and Turnbull Page 10 of 1~0-!..-1- May20,2003 10.11 Professional Seal. Where applicable iq 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 stamp/seal shall be in a block entitled "Seal and Signature of Registered Professional with repoWdesign 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 he rein as Exhib~ .A., represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written o r oral. CITY OF DUBLIN [NAME, TITLE] Attest: .) Kay Keck, City Clerk Approved as to Form: CONSULTANT Preonc~ ismapp, lmnc~pa~ d / Elizabeth H. Silver, City Attorney Consulting Services Agreement between May20,2003 City of Dublin and Page and Turnbull Page 11 of 1 EXHIBIT A SCOPE OF SERVICES · Donlon Way Area Historical Resources Identification Program Scope of Services It is our understanding that a survey and National Register nomination was completed in 1978. This proliect will update that survey, review the existing boundaries of the proposed Special Use District and complete DPR 523 A & B forms as necessary. In addition, descriptive design guidelines for rehabilitation and new'~onstruction within the Special Usc District will bc prepared. Primary tasks will be: Research primary sources [public and archival records] that are maintained by public agencies, libraries and museums and secondary sources [articles, earlier reports, cm.] in order to determine ownership, dates of construction, architect/builder, building alterations and other changes that have occurred over rime. This would include reviewing documentation provided by the City of Dublin and the Dublin Heritage Center. Conduct a reconnaissance survey of the Donlon Way area. The purpose of this will be to (a) visually survey all properties in the study area, both those that have already been designated part of the ~ Dublin Village Historic Settlement, and (b) recommend a boundary for the proposed Special Use District (to be prepared by City staff). 3. Prepare a map and narrative that compiles existing and newly collected information that identifies properties that need to be formally surveyed. Survey all properties determined to be historically significant and complete Department of Parks and Recreation [DPR] 523 A [Primary Record] and 523 B [Building, Structure, and Object Record] for each property. Prepare condse descriptive design guide]ines for rehabilitation and new construction within the proposed Special Use District. This component of the project ,,viii also identify pot.ential future uses for non-contributing parcels within the Spedal Use District. 6. Prepare a prepare a brief (5-10 page) report/letter summarizing the findings and recommending next steps for the City. to undertake. 7. Present findings to City. Council, Planning Department, and other city agencies as a means to progress and devise future strategies for land use in the Spedal Use District. Consulting Services Agreement between City of Dublin and Page and Tumbull- Exhibit A MaY 20, 2003 Page 1 of 3 Schedule and Fee Assuming that the project will commence on May 21, 2003 and we expect completion to occur the week of August 11, 2003. We would project the following milestones: Research, reconnaissance survey and map development [Items 1, 2, and 3]: Time for these tasks: 4 ~veeks Principal hours: I ; ~4rchitectural Historian hours: 45 Fee for these tasks: $4,650.00 Survey historically significant properties and complete DPR 523 A & B Forms [Item 4]. We anticipate that ~10 historic resources will be surveyed. Time for this taskz 2 meeks Prindpa/ hours: 2; Archi~ectural Historian hours: 30 ]*ee for this tas£' 83,300.00 Prepaee report with recommendations and design guidelines [Item 5 and 6]. Time~r this task: 2 ~veeks Prim~oat hours: 3; ~4rdn'tertural Historian hours: 37. 5 t7ve for this task~' $4,875.00 Three presentations Meeting One with City Council, Christopher VerPlanck, Architectural Historian and Frederic Knapp, Principal Preparation: 3 hours CvP; .5 FK- fee: $375 Travel: 2 hours each - fee: $500 Meeting: 1.5 hours, C'eP & FK --fee: $375 Follow up: 2 hours, CvP - fee: $200 Total meeting one: $1,450.00 plus mileage, handouts, etc. Meeting Two with Historical Society, CvP Preparation: 4 hours: fee: $400 Travel: 2 hours - fee: $200 Meeting t .5 hours - fee: $150 Follow up 2 hours for CvP - fee: $200 Total meetlneg ~vo: $950.00 plus mileage, handouts, etc. Meeting Three with city Council, CvP Preparation: 4 hours for CvP;1 hour, FK- fee: $550 Travel: 2 hours, fee: $200 Meeting 1.5 hours- fee: $150. Follow up: 2 hours for CvP -- $200 Consulting Services Agreement between City of Dublin and Page and Tumbull- Exhibit A May 20, 2003 Page 2 of 3' Total meeXing tbre~' $1,100.00plus mileage, handouts, etc. Total for throe meetings: $3500.00 ptus mileage, handouts, etc. n Additional presentations would be made on a dine and materials basis. Total fee for pro£essional services: $16,350.00 Consulting Services Agreement between May 20, 2003 City of Dublin and Page and Tumbull- Exhibit A Page 3 of 3