HomeMy WebLinkAboutReso 158-15 Council Chambers Renovation RESOLUTION NO. 158 - 15
A RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF DUBLIN
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AGREEMENT WITH SWATTIMIERS ARCHITECTS FOR DESIGN SERVICES FOR THE
RENOVATION OF THE CITY OF DUBLIN CITY COUNCIL CHAMBERS
WHEREAS, Staff prepared and initiated a Request for Proposal for design services for
the renovation of the City of Dublin City Council Chambers; and
WHEREAS, Staff reviewed and evaluated the submitted proposals based on
completeness and quality of the proposal, interviews, references and proposed costs; and
WHEREAS, SwattiMiers Architects was selected as the most qualified to provide design
services to the City of Dublin; and
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin
approves the Consultant Services Agreement by and between the City of Dublin and
SwattiMeirs Architects attached hereto as Exhibit A.
BE IT FURTHER RESOLVED that the City Manager is authorized to execute the
agreement on behalf of the City of Dublin, including any non-substantive changes to the same.
PASSED, APPROVED AND ADOPTED this 6th day of October 2015, by the following
vote:
AYES: Councilmembers Biddle, Gupta, Hart, Wehrenberg, and Mayor Haubert
NOES: None
ABSENT: None
ABSTAIN: None
joA44.4
Mayor
ATTES : .
City Clerk
Reso No. 158-15,Adopted 10-6-15, Item 4.3 Page 1 of 1
CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF DUBLIN AND
SWATTIMIERS ARCHITECTS
THIS AGREEMENT for consulting services is made by and between the City of Dublin
("City")and SwattiMiers Architects("Consultant")as of October 6,2015.
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 30,2016,and Consultant shall complete the
work described in Exhibit A prior to that date,unless the term of the Agreement is
otherwise terminated or extended,as provided for in Section 8. The time
provided to Consultant to complete the services required by this Agreement shall
not affect the City's right to terminate the Agreement,as provided for in Section
8.
1.2 Standard of Performance. Consultant shall perform all services required
pursuant to this Agreement in the manner and according to the standards observed
by a competent practitioner of the profession in which Consultant is engaged in
the geographical area in which Consultant practices its profession. Consultant
shall prepare all work products required by this Agreement in a substantial,first-
class manner and shall conform to the standards of quality normally observed by a
person practicing in Consultant's profession.
1.3 Assignment of Personnel. Consultant shall assign only competent personnel to
perform services pursuant to this Agreement.In the event that City,in its sole
discretion,at any time during the term of this Agreement,desires the
reassignment of any such persons,Consultant shall,immediately upon receiving
notice from City of such desire of City,reassign such person or persons.
1.4 Times 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
Sixty-nine Thousand Nine Hundred Forty Dollars($69,940),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 FarkikaA,regarding the amount of
(wrMIS)
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Exhibit A
compensation,the Agreement shall prevail. City shall pay Consultant for services rendered
pursuant to this Agreement at the time and in the manner set forth herein. The payments
specified below shall be the only payments from City to Consultant for services rendered
pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified
herein. Except as specifically authorized by City,Consultant shall not bill City for duplicate
services performed by more than one person.
Consultant and City acknowledge and agree that compensation paid by City to Consultant under
this Agreement is based upon Consultant's estimated costs of providing the services required
hereunder,including salaries and benefits of employees and subcontractors of Consultant.
Consequently,the parties further agree that compensation hereunder is intended to include the
costs of contributions to any pensions and/or annuities to which Consultant and its employees,
agents,and subcontractors may be eligible. City therefore has no responsibility for such
contributions beyond compensation required under this Agreement.
2.1 invoices. Consultant shall submit invoices,not more often than once a month
during the term of this Agreement,based on the cost for services performed and
reimbursable costs incurred prior to the invoice date. Invoices shall contain the
following information:
• Serial identifications of progress bills;i.e.,Progress Bill No. I 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.
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2.3 Final Payment. City shall pay the last 10%of the total sum due pursuant to this
Agreement within sixty(60)days after completion of the services and submittal to
City of a final invoice,if all services required have been satisfactorily performed.
2.4 Total Payment. City shall pay for the services to be rendered by Consultant
pursuant to this Agreement. City shall not pay any additional sum for any
expense or cost whatsoever incurred by Consultant in rendering services pursuant
to this Agreement. City shall make no payment for any extra,further,or
additional service pursuant to this Agreement.
In no event shall Consultant submit any invoice for an amount in excess of the
maximum amount of compensation provided above either for a task or for the
entire Agreement,unless the Agreement is modified prior to the submission of
such an invoice by a properly executed change order or amendment.
2.5 Jlourly Fees. Fees for work performed by Consultant on an hourly basis shall not
exceed the amounts shown in Exhibit B:
2.6 Reimbursable Expenses. 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.
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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 REOUIREMENTS., 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.
It shall be a requirement under this Agreement that any available insurance proceeds broader
than or in excess of the specified minimum insurance coverage requirements and/or limits shall
be available to City as an additional insured. Furthermore,the requirements for coverage and
limits shall be(1)the minimum coverage and limits specified in this Agreement;or(2)the
broader coverage and maximum limits of coverage of any insurance policy or proceeds available
to the named insured;whichever is greater. The additional insured coverage under the
Consultant's policy shall be"primary and non-contributory"and will not seek contribution from
City's insurance or self-insurance and shall be at least as broad as CG 20 01 04 12. In the event
Consultant fails to maintain coverage as required by this Agreement,City at its sole discretion
may purchase the coverage required and the cost will be paid by Consultant.Failure to exercise
this right shall not constitute a waiver of right to exercise later. Each insurance policy shall
include an endorsement providing that it shall not be cancelled,changed,or allowed to lapse
without at least thirty(30)days'prior written notice to City of such cancellation,change,or
lapse.
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(51,000,000.00)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.
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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(S1,000,000.00)per occurrence,combined single limit
coverage for risks associated with the work contemplated by this
Agreement. If a Commercial General Liability Insurance or an
Automobile Liability form or other form with a general aggregate limit is
used,either the general aggregate limit shall apply separately to the work
to be performed under this Agreement or the general aggregate limit shall
be at least twice the required occurrence limit. Such coverage shall
include but shall not be limited to,protection against claims arising from
bodily and personal injury, including death resulting therefrom,and
damage to property resulting from activities contemplated under this
Agreement,including the use of owned and non-owned automobiles.
4.2.2 Minimum scone of coverage. Commercial general coverage shall be at
least as broad as Insurance Services Office Commercial General Liability
occurrence form CG 0001. Automobile coverage shall be at least as broad
as Insurance Services Office Automobile Liability form CA 0001 Code 1
("any auto").
4.2.3 Additional reanirements. 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;
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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.
c. 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.
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 ($I,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 has been given to the City.
a. Consultant agrees to notify City by certified mail with return receipt
requested within 10 working days of any notice from its insurance
company that coverage has been suspended,voided,canceled or
reduced in coverage in any way.
4.3.3 The policy must contain a cross liability or severability of interest clause.
(vex 2015)
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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.
c. If coverage is canceled or not renewed and it is not replaced with
another claims-made policy form with a retroactive date that
precedes the date of this Agreement,Consultant must provide
extended reporting coverage for a minimum of five years after
completion of the Agreement or the work. The City shall have the
right to exercise,at the Consultant's sole cost and expense,any
extended reporting provisions of the policy,if the Consultant
cancels or does not renew the coverage.
d. A copy of the claim reporting requirements must be submitted to
the City prior to the commencement of any work under this
Agreement.
4.4 All Policies Requirements,
4.4.1 Acceptability of insurers. All insurance required by this section is to be
placed with insurers with a Bests'rating of no less than A:VII.
4.4.2 Verification of coverage. Prior to beginning any work under this
Agreement,Consultant shall furnish City with certificates of insurance and
with original endorsements effecting coverage required herein. The
certificates and endorsements for each insurance policy are to be signed by
a person authorized by that insurer to bind coverage on its behalf. The
City reserves the right to require complete,certified copies of all required
insurance policies and endorsements. Failure to exercise this right shall
not constitute a waiver of right to exercise later.
4.4.3 Subcontractors. Consultant agrees to include with all subcontractors in
their subcontract the same requirements and provisions of this Agreement
including the Indemnification and Insurance requirements to the extent
they apply to the scope of the Subcontractor's work.Subcontractors hired
by Consultant agree to be bound to Consultant and the City in the same
manner and to the same extent as Consultant is bound to the City under the
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Contract Documents. Subcontractor further agrees to include these same
provisions with any Sub-subcontractor. A copy of the Owner Contract
Document Indemnity and Insurance provisions will be furnished to the
Subcontractor upon request. The General Contractor shall require all
subcontractors to provide a valid certificate of insurance and the required
endorsements included in the agreement prior to commencement of any
work and will provide proof of compliance to the City.
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 peductibles and Self-Insured Retentions. All self-insured retentions
(SIR)and/or deductibles must be disclosed to the City for approval and
shall not reduce the limits of liability. Policies containing any self-insured
retention provision and/or deductibles shall provide or be endorsed to
provide that the SIR and/or deductibles may be satisfied by either the
named insured or the City.
4.4.6 Excess Igsurance. The limits of insurance required in this Agreement
may be satisfied by a combination of primary and umbrella or excess
insurance. Any umbrella or excess insurance shall contain or be endorsed
to contain a provision that such coverage shall also apply on a primary and
non-contributory basis for the benefit of City(if agreed to in a written
contract or agreement)before City's own insurance or self-insurance shall
be called upon to protect City as a named insured.
4.4.7 Notice of Reduction ins Coveraee. 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 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;
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• 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_
I . JNDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES., To
the maximum extent allowed by law,Consultant shall indemnify,keep and save harmless the
City,and City Councilmembers,officers, agents and employees against any and all suits,claims
or actions arising out of any injury to persons or property,including death,that may occur,or
that may be alleged to have occurred,in the course of the performance of this Agreement by a
negligent act or omission or wrongful misconduct of the Consultant or its employees,
subcontractors or agents. Consultant further agrees to defend any and all such actions,suits or
claims and pay all charges of attorneys and all other costs and expenses arising therefrom or
incurred in connection therewith;and if any judgment be rendered against the City or any of the
other individuals enumerated above in any such action,Consultant shall,at its expense,satisfy
and discharge the same. It is understood that the obligation to defend is limited to the scope of
work within the Agreement and only in cases where negligence or willful acts caused the harm.
Consultant's responsibility for such defense and indemnity obligations shall survive the
termination or completion of this Agreement for the full period of time allowed by law. The
defense and indemnification obligations of this Agreement are undertaken in addition to,and
shall not in any way be limited by,the insurance obligations contained in this Agreement.
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.
Consultant/Subcontractor's responsibility for such defense and indemnity obligations shall
survive the termination or completion of this Agreement for the full period of time allowed by
law.
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;however,otherwise City shall not have
the right to control the means by which Consultant accomplishes services
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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 REOUIREMENTS.
7.1 Governing Lawt 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
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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.
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 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.
8.2 Jxteasion., 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
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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.
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 uaon 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.
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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 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 Imulied 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 Asians, The provisions of this Agreement shall inure to the
benefit of and shall apply to and bind the successors and assigns of the parties.
(ver.201S)
Consulting Services Agreement between October 6,2015
City of Dublin and SwattiMiers Architects Page 13 of 15
10.6 Use of Recycled Products. Consultant shall prepare and submit all reports,
written studies and other printed material on recycled paper to the extent it is
available at equal or less cost than virgin paper.
10.7 Conflict of Interest. Consultant may serve other clients,but none whose
activities within the corporate limits of City or whose business,regardless of
location,would place Consultant in a"conflict of interest,"as that term is defined
in the Political Reform Act,codified at California Government Code Section
81000 et seq.
Consultant shall not employ any City official in the work performed pursuant to
this Agreement. No officer or employee of City shall have any financial interest
in this Agreement that would violate California Government Code Sections 1090
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 erseq.,the entire
Agreement is void and Consultant will not be entitled to any compensation for
services performed pursuant to this Agreement,including reimbursement of
expenses,and Consultant will be required to reimburse the City for any sums paid
to the Consultant. Consultant understands that,in addition to the foregoing, it
may be subject to criminal prosecution for a violation of Government Code §
1090 and,if applicable,will be disqualified from holding public office in the State
of California.
10.8 Solicitation. Consultant agrees not to solicit business at any meeting,focus
group,or interview related to this Agreement,either orally or through any written
materials.
10.9 Contract Administration. This Agreement shall be administered by the City
Manager("Contract Administrator"). All correspondence shall be directed to or
through the Contract Administrator or his or her designee.
10.10 Notices. Any written notice to Consultant shall be sent to:
SwattiMiers Architects
Attn: Michael Gale,Senior Associate
5845 Doyle Street,Suite 104
Emeryville,CA 94608
(v.r.:QISJ
Consulting Services Agreement between October 6,2015
City of Dublin and SwattlMiers Architects Page 14 of 15
Any written notice to City shall be sent to:
City of Dublin
Attn: Roger Bradley,Assistant to the City Manager
100 Civic Plaza
Dublin,CA 94568
10.11 Professional Seal. Where applicable in the determination of the contract
administrator,the first page of a technical report,first page of design
specifications,and each page of construction drawings shall be stamped/sealed
and signed by the licensed professional responsible for the report/design
preparation. The stamp/seal shall be in a block entitled"Seal and Signature of
Registered Professional with report/design responsibility,"as in the followinS,
example. p�C.
.'F' No. !0461 *
Seal and •Signature •of Registered Professional •with �,� ,,r,,;�• ;
report/design responsibility. <'nk •••"'i, `'
Grp.,_
10.12 Inteeration. This Agreement, including the scope of work attached hereto and
incorporated herein as Exhibit A,represents the entire and integrated agreement
between City and Consultant and supersedes all prior negotiations,
representations,or agreements,either written or ora
CITY OF DUBLIN CONS
CHRIS FOSS,CITY MANAGER GE a ' ' E'r,PR T C "."7-
Attest: 11220
Caroline Soto,City Clerk
Approved as to Form:
John D.Bakker,City Attorney
(ve.2o1.9
Consulting Services Agreement between October 6,2015
City of Dublin and SwattiMiers Architects Page 15 of 15
EXHIBIT A
SCOPE OF SERVICES
[This Page Intentionally Left Blank]
Consulting Services Agreement between October 6,2015
City of Dublin and SwatttMiers Architects—Exhibit A Page 1 of 7
SCOPE OF WORK
Upon studying the initial program as described in the RFP, the project is a
relatively straight forward limited scope of work. It can be simplified into 3
main categories. AV components (ail technology updates), Furniture &
Finishes (all casework, new furniture, and finishes updates), and
Eleatrical/Ughting(low voltage,wiring and direct lighting). Given the discreet Olk nature of the work and the heavy input from our AV consultant on the most
significant aspect of the project,we would like to discuss a few ways In which
you,the Owner,could reduce costs and get more value out of your budget.
First In terms of schedule,you request the project be fully designed In about
Dublin City Hail 3 months. We believe all the typical phases of an architectural building may
not be required. We propose a detailed program confirmation phase (see
TASK 1 below)with pretty much simultaneous development of the Concept
drawings. Then we progress quickly into SD with some coordination,Owner
and city reviews. After that we don't see a need for 2 more phases an a
project of this size and with your proposed schedule.We could compress the
DD and CD phase into one. That will help reduce the consultant fee and get
you closer to completion faster.
Second,we would like to discuss some of our thoughts on how you have the
project bid, and we are more than happy to work with you to realize these
ideas in the bidding process. We are aware of where the project costs
typically go and with a General Contractor who has to hire subs and cover
his subs overhead and his own overhead.etc.we would INce to explore hiring
sub-contractors directly for some of the discreet work such as electrical and
lighting or direct hiring the casework shop to build the council seats in the
Dais. To the greatest extent possible,we would like to see your money go
towards your Council Chambers and not get mired in overhead, too many
subs or even too many consultants. For our own pot, we have decided to
keep our architectural team to a minimum with only 2 architects involved:
George Mier:and Michael Gale. In fact George has offered to do his part
pro-bono thus offering a reduction in fee.
Third, the RFP requests weekly site meetings during the CA process. We
will do whatever is asked of us to get the project completed and to meet your
comfort level and expectations of service, however we believe often a lot of
time during the "construction" phase might be spent on Lead Time for
procuring certain items or build time for building casework off site when the
actual Installation and build-out might only take a shod amount of time,say
4-8 weeks on site. Also in terms of your Council Chamber's 'down tams"
which you would want to minimize, the actual demo/Install time could be
quite short. Then for us-the prime consultant and our sub-consultants-we
can focus our efforts on tasks that will support minimal contractor-on-site
time. Finally, drding back to the First paint listed above, we would like to
work with you on developing critical path items early on in the detailed
programming phase and that will help minimize the need for all consultants to
be on site every week during the construction phase when nothing may be
happening,and focus all our efforts on the few weeks when everything could
be done quickly and efficiently to help get the city council back in operation
as fast es possible_
Below are the separate tasks that we hope to engage In for understanding,
designing, documentation and construction observation of your project, We
will begin the process with Tasks 1 —3. Task 4 —8 will be done during
SWATI MIERS ARCHTECTS
SCOPE OF WORK
design and documentation phases with Tasks 9&10 to be completed during
construction and final closeout.
TASK 1 Kick-off Meeting,Program&Budget Confirmation
Subtasks: The first step wig be to thoroughly review the existing
program documents and the existing Council Chamber to establish
a'realistic"detailed program. This should happen in the first few
days following commencement. While we are sure that extensive
time went into the program from the RFP,our experience working
City of Pinola Council Chamber on public civic projects is that program criteria often change over
time and, hence, we place great emphasis on program
confirmation interviews and the documentation of decisions
reached at these interviews. For this task,SMA Principal, George
Mars,the designer of the original Dublin Civic Center building,will
personally conduct each Interview. Our recommendation would be
to schedule an initial t 1 hour overview meeting with the city
council members and other significant users or user groups who
will participate in the decision making. Following these meetings,
we would document the results with minutes which ode not just
a recapitulation of what was said, but also diagrams and sketches
which illustrate a range of issues and decisions reached including;
• Deviations from the original program
• Specific council chamber room seating requirements
• Desired AV requirements including,but not limited to
- Projection, screens, microphones, monitors, displays,
recording equipment
• Desired acoustical treatment including,but not linked to:
- Sound isolation for broadcast equipment room, Quality of
acoustics in the Council Chamber, sound quality for
broadcasting
• Issues with current lighting
- Glare, requirements for broadcasting, human comfort,
contrast with displays and projection screens
• Special requirements for ADA compliance with the Dais.
council seats,lectern,etc.
Output The meeting minutes will be returned to each group within
two days for confirmation and feedback. Following review and
comments by the client group, we will correct the minutes so that
they represent an agreed upon set of program criteria and will then
adjust the program and eventually the plan accordingly. A key
focus of this review will be to identify changes or criteria that may
affect the overall budget. Michael Gale, our Sr. Project Manager
for the firm's most complex construction projects, will also attend
these meetings end will assist with the documentation and
program adjustments. Since Michael will be coordinating the
overall study inducing the cost estimate, we feel his participation
during these sessions is critical to ensure overall project continuity.
TASK 2 Building Systems and Council Chamber Evaluation
SWATT MIENS ARCEIITECTS
SCOPE OF WORK
Subtask:This part of the study will commence simultaneously with
Task 1 and will be led by Michael Gale. Michael will interface with
the dent group group leaders,Shen Miriam Wake,LLC,Spectral
Engineering, and other consultants as needed. The focus of this
effort will be to identify potential liabilities and constraints of the
_ existing facility which would affect its ability to satisfy the program
and ultimately the budget. Specifically, this area of work would
include
• Evaluation of the entire public Council Chambers area—
Lodi Police PD Courtroom ft1 Including ancillary spaces,mechanical/electrical closets,public
& private access, waiting rooms, and adjacent spaces not
primarily covered in the scope of work.
• Interior systems and finishes — While we anticipate that
many of these will be replaced, our review will evaluate them
relative to any reuse potential as well as demolition concerns.
• Building systems — Working with our recommended
consultants and the client group, we will evaluate an of the
existing systems in terms of reuse potential and seismic
constraint issues.
• Existing Conditions During the course of this portion of the
study, we will confirm existing conditions and document
changes to original plans.
Output Clear documentation and understanding of the existing
Council Chamber in both architecture and engineering.
TASK 3
TASK 3a Building code analysis
Subtask: This work will also be a parallel track task which
commences at the project outset. The code analysis will focus on
a full upgrade to current assembly room code requirements. While
we will be concentrating our effort on the building structure as it
relates to new equipment or removal of old equipment and
architectural code issues, we also will coordinate all Life Safety
issues so that the final product is a comprehensive overall code
analysis.
Output A conforming and current code compliant project to
minimize comments from the city plan check and permit process.
TASK 3b ADA Accessibility Study
Subtask: Both George Miers and Michael Gale will analyze the
overall existing building circulation in and around the Council
Chambers and evaluate them relative to CaIDAAG, ADA and
Universal Design—if requested. Coordination with consultants will
be done as needed to ensure accessibility compliance for AV
equipment and lighting.
Output A finished conforming and accessible design.
TASK 3c Energy Requirements and Sustainabiity and CalGreen
Subtask:We have executed numerous LEED projects Including 4
Gold and 2 Sliver. Ott in house staff is trained in sustainabily
SWATT I MIERS ARCHITECTS
SCOPE OF WORK
analysis and coordinating LEED points and documentation with
consultants for their scope of work. As part of the Green Building
Ordinance, this project is required to meet CALGreen Mandatory
Measures at a minimum. We intend to meet or exceed this
standard depending on your goals and the detailed scope of the
ssg'� renovation as it relates to the energy use and your performance
requirements. In addition, the recently adopted 2010 code
�•.�- - includes new energy criteria which will need to be analyzed in
relation to the program/plan and coordinated with the consultants.
Walnut Creek Civic Center
Output Achieve an energy efficient project that also meets al the
goals set forth in the early detailed programming and needs phase.
TASK 4 Program and drawing refinement as required
Subtask: Based upon tasks 1 thru 3 above, we will reline the
budding program and redraft the proposed building plans to be
consistent with the Input to date. Quickly moving from our Initial
phase into Schematic,and then onto Construction Documents(we
mentioned earlier to combine DO and CD into one phase). Our
proposed project schedule (attached) demonstrates this timeline
for each phase: Architectural and consultant drawings,
specifications, coordination sessions, client sign off, and
commencement of the next phase.
Output A set of design drawings that represent the detailed and
agreed upon program requirements.
TASK 5 Coordination meetings with the consultants and client group
Subtask: The purpose of these meetings is to have regularly
scheduled coordination meetings in each phase of design between
the client group, the Architect and the project consultants. It is
important to physically be present In the same room working
together so when issues come up,all the knowledge and talent is
present to reach a decision.
Output:The result of such meetings would be circulated to the full
design team and client group as meeting minutes with action items
for each team member to complete by the date of the next
meeting. At the end of each phase,the action items will culminate
into final set of design documents on which the client group will
sign-off prior to beginning the next phase or sending the drawings
out to bid.
TASK Regular meetings with the City building department and any other
governing agencies
Subtask: We like to develop a relationship with the city plan
checkers at the building department and other AHJ's involved in
the project. We will schedule meetings with them early in the
process during the detailed programming stage to understand all
their requirements for permitting, costs involved and the expected
time frame for review,comments and resubmittats. Then we hope
to schedule regular meetings with them at the end of SD and CD
SVJATT i PiIERS ARCHITECTS
SCOPE OF WORK
phases as well. Establishing a point person is preferred which
'# allows for more formal meetings and for smaller less formal
questions via phone or email as they come up.
c4,„'..
: Output A smoother faster process through the city for sA reviews
'.: ' a` and permits and inspections during constr action.
�� TASK 7 Development of specifications
Subtask: We will develop both a set of architectural outline
specifications for cost estimating purposes as well as coordinate •
Dubl'm City Ball with the other consultant disciplines to produce a comprehensive
specification manual to assist the cost estimating process at the
50%CD stage of design.
Output Specifications typically control reference standards,
quality and execution of products. In our experience,the better the
specifications,the better the final project. So we intend to spend a
lot of time in development and refinement of the specifications to
best reflect the agreed upon detailed program and budget,
TASK B Preparing budget estimates
Subtask: We will work with our cost estimating consultant Mack5
by providing quantity take-offs and other necessary input on unit
costs to track and qualify costs. The RFP requires one estimate at
•
the end of SD and then again at 50% CD with periodic interim
updates if needed. In reviewing your proposed scope of work we
would like to suggest taking the stated budget and breaking it
down into preliminary target budgets for each component — AV
equipment, low voltage wiring, casework, lighting, other
furnishes/finishes,then overhead profit. That way between major
overall updates, each component can be tracked a little tighter
relative to scope cost.
Output Each estimate informs the team how close or far the
project is from its intended budget Depending on the outcome,
design revisions or equipment modifications may result in order to
maintain budget
TASK 9 Construction Review and Observation
Subtask: We wit attend construction meetings to review any
issues, changes, revisions, site concerns,etc. We normally bring
consultants to construction meetings or to the site to solve issues i
one case by case as needed basis. It's important that we also
walk the physical site (renovation area) and we prepare a site
report with any issues relating to the construction documents for
the Owner's review within 24 hrs.
Output The above process provides the Owner with a very
detailed and current appraisal of their project status.
TASK 10 Project Close out and Post Occupancy Evaluation(POE)
Subtask:First we close out the project after substantial completion
and all the contractor's punch list items have been completed.
SWATT I MIERS ARCHITECTS
f
SCOPE OF WORK
One of our primary concerns as architects is to be sure the space
gets used and functions after occupancy as ft was designed, We
^ would Nke to propose a post occupancy evaluation for the dient
group at 2 time intervals after the project is completed. The first
t�. -
time for the evaluation is after the project close out. We do this to
confirm the client's requirements were met during con truction.
',, ~ �; .:.31% The second time for the evaluation is after approximately 1 yr from
the date of project close out. At that time, we would like to
San Jose Council Chambers understand if the project had been used as the client though ft
would be used at the beginning of the project. If not,the aim Is to
dscuss what changed and what could have been done better.
Output A deeper understanding of how to achieve early project
goals, The POE facilitates a continued dialogue between architect
and dient for the potential to adapt the space at some future date
to changing needs and new performance criteria.
SWATT MIFRS ARM- ITE"C T S
EXHIBIT B
COMPENSATION SCHEDULE
SWATT ARCHITECTS
August 21.2015
1larirri wwiifl FAIA Roger Wadley.Askislsnl to Lily Manager
r rarity Miuts A1A City of Dublin.City Managers Office
100 Civic Plaza
Dublin.CA 94568
Subocti Fee Proposes for City of Dublin Renovetion of the City Council Chambers RIP
We understand the tots)project budget to be 5325.000. We propose the following lee that revere Our
own lee plus the fee of our consultants. The break down Is haled below
Swett I Mkera tee breakdown
Programming&Concept Design 40 hr*
Schematic 40 hrs
DO&CO 40 bra
Bidding&CA 60 hrs
180 hrs for Sr.Associate Michael Gale at standard billing rate.534 200
Fee reduction of 25%« $25.650 We noted on the Scope of Work document that George Were wilt not
charge for his time on this project
Consultant fee breakdown summary
AV&Acoustical Engineer 528 490
lighting&Electrical Designer $5,800
Cost Estimator t3 Estimation) $4 0
Combined Architect+consultant fee
Swett I Miens Architects $25,650
Consultant total 5544.290
569.940
This foe represents approuimaley 21%of the total project budges While we rcatize this Is a higher than
normal percentage.given the small overall construction budget the fee tends to be higher Please note
as per the above fee projection.for Swett Miors Architects we have reduced the overolt fee by 25% Sri
addition we are not charging for the lime of our Principal. George Matra. We have else proposed
several additional ways in which we can help reduce Casts and maximize your budget in the Scope of
Work section of the proposal
Sko -.
co g Moore.AtA
Prir c al
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Consulting Services Agreement between October 6,2015
City of Dublin and SwattlMiers Architects--Echibit B Page 1 of 1