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Item 4.11 Shannon Pk Water Play Renov
.. G,C�OP 003e4 • • ar STAFF REPORT CITY CLERK • �� CITY COUNCIL File #600-30 • • r%rc�eoti��. DATE: August 21, 2012 TO: Honorable Mayor and City Councilmembers FROM: Joni Pattillo, City Manager(" A_ SUBJECT: Shannon Park Water Play Area Renovation - Design Services Agreement Prepared by Rosemary Alex, Parks and Facilities Development Coordinator EXECUTIVE SUMMARY: The 2012-2017 Capital Improvement Program (CIP) includes the Shannon Park Water Play Area Renovation Project (No. 950022). Callander Associates is being recommended as the • Landscape Architect to prepare design and construction documents for the project. FINANCIAL IMPACT: The total project budget, as approved in the 2012-2017 CIP, is $535,540 of which $98,200 is identified for contract services. The design services through construction under the proposed Agreement will not exceed $82,410. Sufficient funding is available in the project budget to • approve the Agreement with Callander Associates. RECOMMENDATION: Staff recommends that the City Council adopt Resolution approving an Agreement with Callander Associates for design services through construction related to the Shannon Park Water Play Area Renovation. Submitted B$' Reviewed By• Director of Parks and Assistant City Manager Community Services DESCRIPTION: Staff issued a Request for Proposals in May 2012 for design services for the Shannon Park Water Play Area renovation project. Two proposals (Callander Associates and RJM Design Group) were received, and a selection committee, made up of City Staff, reviewed the proposals and interviewed both firms. Staff is recommending Callander Associates due to their prior experience with similar water play area renovation projects and their demonstrated design and creative abilities. Callander Associates has worked with the City on the design of Devany • Page 1 of 2 ITEM NO. 4.11 • Square and Passatempo Park, and they have a strong consulting team with one of the most knowledgeable aquatic designers in the industry. The scope of work for professional services includes preparing three conceptual designs, conducting two public workshops, and making one presentation to City Council of the preferred conceptual design. In addition, the Consultant would prepare construction documents and provide assistance during construction. The not -to- exceed amount for the services is $82,410. The proposed Resolution approving the Agreement between the City of Dublin and Callander Associates has been included as Attachment 1. The Consultant Services Agreement outlining the scope of work and fee schedule and is shown as Exhibit A to the Resolution. NOTICING REQUIREMENTS /PUBLIC OUTREACH: No public noticing is required. A copy of the Staff Report was sent to Callander Associates. ATTACHMENTS: 1. Resolution Approving an Agreement with Callander Associates, with Consultant Services Agreement included as Exhibit A to the Resolution Page 2 of 2 RESOLUTION NO. xx - 12 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN APPROVING AGREEMENT WITH CALLANDER ASSOCIATES FOR DESIGN SERVICES RELATED TO THE SHANNON PARK WATER PLAY AREA RENOVATION PROJECT WHEREAS, the 2012 -2017 Capital Improvement Program includes the Shannon Park Water Play Area Renovation Project; and WHEREAS, the City of Dublin requires design services for the project; and WHEREAS, the City distributed a Request for Proposals for design services and two proposals were received by the deadline; and WHEREAS, the City interviewed and screened both firms submitting proposals and the qualifications of Callander Associates are appropriate for the work proposed; and WHEREAS, Callander Associates has successfully demonstrated the ability to provide these services while providing similar services for the City on the design of Devany Square and Passatempo Park. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin hereby approves the agreement (attached hereto as Exhibit A) with Callander Associates for construction management services, in an amount not to exceed $82,410 BE IT FURTHER RESOLVED that the City Manager is authorized to execute the agreement. PASSED, APPROVED AND ADOPTED this 21St day of August, 2012, by the following vote: AYES: NOES: ABSENT: ABSTAIN: ATTEST: City Clerk Mayor ATTACHMENT 1 CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND CALLAN DER ASSOCIATES THIS AGREEMENT for consulting services is made by and between the City of Dublin ( "City ") and Callander Associates ( "Consultant ") as of August 21, 2012. Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Work attached as Exhibit A at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on the date first noted above and shall end on June 30, 2013, and Consultant shall complete the work described in Exhibit A prior to that date, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement, as provided for in Section 8. 1.2 Standard of Performance. Consultant shall perform all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Consultant is engaged in the geographical area in which Consultant practices its profession. Consultant shall prepare all work products required by this Agreement in a substantial, first -class manner and shall conform to the standards of quality normally observed by a person practicing in Consultant's profession. 1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 1.1 above and to satisfy Consultant's obligations hereunder. Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed eighty -two thousand and four hundred and ten dollars ($82,410), notwithstanding any contrary indications that may be contained in Consultant's proposal, for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Consultant's proposal, attached as Exhibit B, 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. Consulting Services Agreement between August 21, 2012 City of Dublin and Callander Associates Page 1 of 14 Exhibit A to Attachment 1 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. Notwithstanding the "not to exceed" compensation amount in the preceding paragraph, the Contract Administrator may authorize payment above the "not to exceed" amount to allow Consultant to provide additional services, or, to compensate Consultant for services provided within the original scope of work in excess of the hours specified in Exhibit A. In no event, however, shall the Contract Administrator authorize payment of such additional payments in excess of 25% of the "not to exceed" amount. 2.1 Invoices. Consultant shall submit invoices, not more often than once a month during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. Invoices shall contain the following information: • Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.; • The beginning and ending dates of the billing period; • A Task Summary containing the original contract amount, the amount of prior billings, the total due this period, the balance available under the Agreement, and the percentage of completion; • At City's option, for each work item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person doing the work, the hours spent by each person, a brief description of the work, and each reimbursable expense; • The total number of hours of work performed under the Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing services hereunder, as well as a separate notice when the total number of hours of work by Consultant and any individual employee, agent, or subcontractor of Consultant reaches or exceeds 800 hours, which shall include an estimate of the time necessary to complete the work described in Exhibit A; • The Consultant's signature. 2.2 Monthly Payment. City shall make monthly payments, based on invoices received, for services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have 30 days from the receipt of an invoice that complies with all of the requirements above to pay Consultant. Consulting Services Agreement between August 21, 2012 City of Dublin and Callander Associates Page 2 of 14 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 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the amounts shown on the following fee schedule: Senior Principal: Principal: Associate 1: Associate 2: Associate 3: Project Manager 1: Project Manager 2: Project Manager 3: Project Manager 4: Project Manager 5: $201 per hour $155 per hour $150 per hour $139 per hour $125 per hour $139 per hour $125 per hour $120 per hour $113 per hour $108 per hour Construction Manager: $123 per hour Assistant 1: Assistant 2: Assistant 3: Assistant 4: Assistant 5: Assistant 6: Word Processor: Accounting: $113 per hour $108 per hour $96 per hour $89 per hour $78 per hour $71 per hour $90 per hour $105 per hour 2.6 Reimbursable Expenses. Reimbursable expenses are specified in Exhibit B, and shall not exceed three thousand and two hundred dollars ($3,200). Expenses not listed in Exhibit B are not chargeable to City. Reimbursable expenses include, travel expenses at current IRS rates, postage, plotting and printing at cost plus 15 %. Reimbursable expenses are included in the total amount of compensation provided under this Agreement that shall not be exceeded. Consulting Services Agreement between August 21, 2012 City of Dublin and Callander Associates Page 3 of 14 2.7 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. 2.8 Payment upon Termination. In the event that the City or Consultant terminates this Agreement pursuant to Section 8, the City shall compensate the Consultant for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets in order to verify costs incurred to that date. 2.9 Authorization to Perform Services. The Consultant is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator, Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement. City shall make available to Consultant only the facilities and equipment listed in this section, and only under the terms and conditions set forth herein. City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consultant's use while consulting with City employees and reviewing records and the information in possession of the City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be obligated to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long- distance telephone or other communication charges, vehicles, and reproduction facilities. Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant, at its own cost and expense, shall procure "occurrence coverage" insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant and its agents, representatives, employees, and subcontractors. Consultant shall provide proof satisfactory to City of such insurance that meets the requirements of this section and under forms of insurance satisfactory in all respects to the City. Consultant shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Consultant's bid. Consultant shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained all insurance required herein for the 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 tabor 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 Consulting Services Agreement between August 21, 2012 City of Dublin and Callander Associates Page 4 of 14 insurance is provided, or the Consultant, if a program of self - insurance is provided, shall waive all rights of subrogation against the City and its officers, officials, employees, and volunteers for loss arising from work performed under this Agreement. An endorsement shall state that coverage shall not be canceled except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended, voided or reduced in coverage or in limits. 4.2 Commercial General and Automobile Liability Insurance. 4.2.1 General requirements. Consultant, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non - owned automobiles. 4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 Code ( "any auto "). 4.2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as an endorsement to the policy: a. City and its officers, employees, agents, and volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of activities performed by or on behalf of Consultant, including the insured's general supervision of Consultant; products and completed operations of Consultant; premises owned, occupied, or used by Consultant; and automobiles owned, leased, or used by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents, or volunteers. b. The insurance shall cover on an occurrence or an accident basis, and not on a claims -made basis. Consulting Services Agreement between August 21, 2012 City of Dublin and Callander Associates Page 5 of 14 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 ($1,000,000) covering the licensed professionals' errors and omissions. 4.3.1 Any deductible or self - insured retention shall not exceed $150,000 per claim. 4.3.2 An endorsement shall state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits, except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. 4.3.3 The policy must contain a cross liability or severability of interest clause. 4.3.4 The following provisions shall apply if the professional liability coverages are written on a claims -made form: 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. Consulting Services Agreement between August 21, 2012 City of Dublin and Callander Associates Page 6 of 14 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. 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 ANIL 4.4.2 Verification of coverage. Prior to beginning any work under this Agreement, Consultant shall furnish City with certificates of insurance and with original endorsements effecting coverage required herein. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 4.4.3 Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 4.4.4 Variation. The City may approve a variation in the foregoing insurance requirements, upon a determination that the coverages, scope, limits, and forms of such insurance are either not commercially available, or that the City's interests are otherwise fully protected. 4.4.5 Deductibles and Self- Insured Retentions. Consultant shall disclose to and obtain the approval of City for the self- insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. During the period covered by this Agreement, only upon the prior express written authorization of Contract Administrator, Consultant may increase such deductibles or self - insured retentions with respect to City, its officers, employees, agents, and volunteers. The Contract Administrator may condition approval of an increase in deductible or self - insured retention levels with a requirement that Consultant procure a bond, guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them. 4.4.6 Notice of Reduction in Coverage. In the event that any coverage required by this section is reduced, limited, or materially affected in any other manner, Consultant shall provide written notice to City at Consultant's earliest possible Consulting Services Agreement between August 21, 2012 City of Dublin and Callander Associates Page 7 of 14 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; Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or Terminate this Agreement. Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. For any and all losses, liability, claims, suits, actions, damages, and /or causes of action ( "Liabilities ") related to or arising from work performed by Consultant, its employees, agents (actual or apparent) or subconsultants: 5.1 Claims Accruing in Part or Whole Prior to Final Acceptance: The following Indemnification applies: Consultant shall indemnify, defend, and hold harmless the City and its officials, officers, employees, and volunteers from and against any and all Liabilities arising out of any personal injury, bodily injury, loss of life, damage to property, breach of contract, negligent act or omission or violation of any applicable federal, state, or municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct or negligent acts or omissions of Consultant or its employees agents (actual or apparent) or subconsultants for which they could be held 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 from the sole or active negligence or willful misconduct of the City or its officers, employees, agents, or volunteers and (2) the actions of Consultant or its employees, subconsultants, or agents (actual or apparent) have contributed in no part to the injury, loss of life, damage to property, or violation of law. It is understood that the duty of Consultant to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. 5.2 Claims Accruing Wholly After Final Acceptance: The following Indemnification applies: Consultant shall indemnify and hold harmless the City and its officials, officers, employees, and volunteers from and against any and all Liabilities arising out of any personal injury, bodily injury, loss of life, damage to property, breach of contract, negligent act or omission Consulting Services Agreement between August 21, 2012 City of Dublin and Cal I ander Associates Page 8 of 14 or any violation of any applicable federal, state, or municipal law or ordinance, to the extent caused by the willful misconduct or negligent acts or omissions of Consultant or its employees agents (actual or apparent) or subconsultants, 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 from the sole or active negligence or willful misconduct of the City or its officers, employees, or volunteers and (2) the actions of Consultant or its employees agent (actual or apparent) or subconsultants have contributed in no part to the injury, loss of life, damage to property, or violation of law. 5.3 Effect of Insurance. Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Consultant from its obligations under this Section 5. This Section 5 shall apply to any damages or claims for damages whether or not such insurances policies have been determined to apply. By execution of this Agreement, Consultant acknowledges and agrees to the provisions of this Section 5 and that it is a material element of consideration. 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 rendered pursuant to this Agreement. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. 6.2 Consultant No Agent. Except as City may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever. Section 7. LEGAL REQUIREMENTS. 7.1 Governing Law. The laws of the State of California shall govern this Agreement. 7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with all laws applicable to the performance of the work hereunder. Consulting Services Agreement between August 21, 2012 City of Dublin and Callander Associates Page 9 of 14 7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Consultant and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. 7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. 7.5 Nondiscrimination and Equal Opportunity . Consultant shall not discriminate, on the basis of a person's race, religion, color, national origin, age, physical or mental handicap or disability, medical condition, marital status, sex, or sexual orientation, against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Consultant under this Agreement. Consultant shall comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in 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. In the event of termination, Consultant shall be entitled to compensation for services performed to the effective date of termination, City, however, may condition payment of such compensation upon Consultant delivering to City any or all documents, photographs, computer software, video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or the City in connection with this Agreement. 8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Consultant understands and agrees that, if City grants such an extension, City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Consulting Services Agreement between August 21, 2012 City of Dublin and Callander Associates Page 10 of 14 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 sighed by all the parties. 8.4 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant's unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the proposal, without prior written approval of the Contract Administrator. 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. 8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, City's remedies shall included, but not be limited to, the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement; 8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant; or 8.6.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work. Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant's Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Consultant hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and Consulting Services Agreement between August 21, 2012 City of Dublin and Callander Associates Page 11 of 14 agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties. 9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to the Consultant to this Agreement. 9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of three (3) years after final payment under the Agreement. Section 10 MISCELLANEOUS PROVISIONS. 10.1 Attorneys' Fees. If a party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Alameda or in the United States District Court for the Northern District of California. 10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. Consulting Services Agreement between August 21, 2012 City of Dublin and Callander Associates Page 12 of 14 10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties. 10.6 Use of Recycled Products. Consultant shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. 10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Consultant in a "conflict of interest," as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 of seq. Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 of seq. Consultant hereby warrants that it is not now, nor has it been in the previous twelve (12) months, an employee, agent, appointee, or official of the City. If Consultant was an employee, agent, appointee, or official of the City in the previous twelve months, Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consultant understands that, if this Agreement is made in violation of Government Code §1090 et.seq., the entire Agreement is void and Consultant will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Consultant will be required to reimburse the City for any sums paid to the Consultant. Consultant understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code § 1090 and, if applicable, will be disqualified from holding public office in the State of California. 10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus group, or interview related to this Agreement, either orally or through any written materials. 10.9 Contract Administration. This Agreement shall be administered by 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: Brian Fletcher - Principal Callander Associates 311 Seventh Avenue San Mateo, CA 94401 -4259 Any written notice to City shall be sent to: Douglas Rooney, Parks and Facilities Development Public Service Employee City of Dublin — Parks and Community Services Department 100 Civic Plaza Consulting Services Agreement between August 21, 2012 City of Dublin and Callander Associates Page 13 of 14 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 following example. Seal and Signature of Registered Professional with report/design responsibility. 10.12 Integration. This Agreement, including the scope of work attached hereto and incorporated herein as Exhibit A, represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral. CITY OF DUBLIN Joni Pattillo, City Manager Attest: Caroline Soto, City Clerk Approved as to Form: John Bakker, City Attorney CONSULTANT Brian Fletcher, Principal Consulting Services Agreement between August 21, 2012 City of Dublin and Callander Associates Page 14 of 14 Exhibit A Shannon Park Water Play Area Scope of Services The following scope and corresponding fees are based on the project budget and anticipated lowest responsible bid shall be $380,000 not including construction contingencies. Callander Associates shall be permitted to determine what materials, equipment, component systems and types of construction are to be included in the Contract Documents, and to make reasonable adjustments in the scope of the project to bring it within the fixed limit. Callander Associates may also include in the Contract Documents alternate bids to adjust the construction cost to the fixed limit. Items shown in boldface italics represent the deliverables or work documents to be provided at that task. TASK 1.0 PRELIMINARY DESIGN 1. 01 Project Start -up Meeting: Review scope, schedule and cost for both construction and design services with City staff. Review process and maintain project schedule throughout process. Identify available and required documents. Output: Submit written meeting summary. 1.02 Document Review: Obtain and review other information that may be pertinent from the City including existing surveys, as- builts, and City standard documentation. Evaluate adequacy and /or need for additional information. Output: Prepare summary memo to include a list as well as photocopies of proposed City standards (details, specification sections in outline form, etc.) to be used. 1.03 Code Review: Obtain and review pertinent codes and guidelines from the State of California, Alameda County Health Department, Dublin /Livermore Services district and others as applicable to this project. Prepare summary memo of applicable codes and standards that will affect the design and process of this project. 1. 04 Utility Evaluation: Review any available as -built and utility drawings, including existing electrical, sanitary, and storm drain drawings, provided by City. Review site for visually apparent surface utilities. Coordinate points of connection with appropriate utility companies. 1. 05 Site Reconnaissance: Conduct site reconnaissance with existing base information in hand. Submit one 8 112 x 11 hard copy of digital photo log. PJ167ExhibitAScopeofServices7- 30- 12.doc Shannon Park Water Play Area © copyrighted 2012 Callander Associates Callander Associates Landscape Architecture, Inc. Page 1 1. 06 Preliminary Design Alternatives: Utilizing existing as- builts for base map, the above information, and analysis of other items, proceed to develop up to three preliminary design alternatives at up to 10 scale. Plans to illustrate range of proposed improvements including water recirculation /reuse alternatives. Plans will be hand drafted and color rendered for presentation purposes. Submit (1) full sized copy of each and (5) copies (reduced to 11x17) of the preliminary design submittal for City review. 1.07 Cost Estimate: Prepare a detailed list of construction items, quantities, and provide a preliminary construction cost estimate for each alternative. Project and estimate will be broken into major areas to facilitate analysis of priorities. Estimates will also provide a summary of operational and maintenance issues associated with each alternative. Submit preliminary cost estimate for City review. 1.08 Image Boards: Proceed to develop a single image board to illustrate proposed concepts and material selections. Boards shall illustrate proposed construction materials, surfacing, site furnishings, and water play features. Submit (1) full sized copy of each and (5) copies (reduced to 11x17) of the image boards (3 total) for City review. 1. 09 PowerPoint Presentation: In preparation for upcoming Commission and Council presentations, proceed to summarize the above information into a PowerPoint presentation. Submit one electronic copy of PowerPoint presentation on CD -ROM. 1.10 Staff Review Meeting: Review above information in a meeting with City staff; develop consensus for proceeding with public workshop. Revise above documents where prudent. Provide written meeting summary. Submit written meeting summary. 1.11 Community Meetings: Present above information and related graphics in a single community meeting and a single Parks and Community Services Commission meeting to facilitate dialogue on preferences. Prepare postcard notification, for public meeting, with project graphics, meeting date, and additional project information. Submit camera ready original to City for printing and mailing to residents. Camera Ready original of postcard notification, record meeting comments and prepare a meeting summary to City for review. PJ167ExhibitAScopeofServices7- 30- 12.doc Shannon Park Water Play Area © copyrighted 2012 callmder Associates Callander Associates Landscape Architecture, Inc. Page 2 1. 12 Preferred Alternative: Based upon comments received during the above meeting, proceed to revise the preliminary designs into a single preferred design plan. Update estimate of probable construction costs, image board, and prepare PowerPoint presentation. Submit (1) full sized copy of each and (5) copies (reduced to 11x17) of the preferred design submittal for City review and incorporation into Commission and Council packages. 1. 13 City Council Meeting: Present above information at a single City Council meeting. Review public process, alternatives and preferred design plan. Record comments and prepare a meeting summary to City for review. Incorporate any revisions within construction documents. 2.0 DESIGN DEVELOPMENT 2.01 Topographic Survey: Based upon approved alternative, prepare detailed topographic survey within project limits. Survey to include one foot contours, key spot elevations, tree locations, utility information (see below), and enough context to ensure conforms are detailed correctly and that drainage patterns can be identified. Submit original wet signed survey. 2.02 Preliminary Design Plans - 50% Submittal: Based on the comments received from the above meetings, the approved concept plan, and the analysis of other items, proceed to develop construction documents to a 50% level of completion. All drawings shall be prepared on AutoCAD 2010 (or below). Submit (5) copies for City review. Note: Preliminary grading plan will be prepared by landscape architect to verify grading concept and ensure City goals will be the focus. Subsequent grading and drainage plans will be prepared by our civil engineer per Public Works requirements. Note: Provide Dublin San Ramon Services District (DSRSD) with standard plan notes, equipment list, and required supporting documents (including customer connection drawing). 2. 03 Cost Estimate: Prepare a preliminary list of quantities and provide a preliminary construction cost estimate. Submit preliminary construction cost estimate. 2. 04 Design Development Book: Confirm final selections of pre- manufactured items and design details for major features with City staff. Prepare packet of information to contain catalog cuts and information on site amenities, site furniture, water play elements, and related items as well as design details. PJ167ExhibitAScopeofServices7- 30- 12.doc Shannon Park Water Play Area © copyrighted 2012 callmder Associates Callander Associates Landscape Architecture, Inc. Page 3 Submit (5) copies of the Design Development Book to City for review and approval. 2. 05 Staff Meeting: Review above documents in a work session with City staff; review comments and develop consensus for proceeding. Submit written meeting summary. 3.0 CONSTRUCTION DOCUMENTS 3.01 Construction Documents - 95% Submittal: Based on the comments received from the above meetings and the analysis of other items, proceed to develop construction documents to a draft 95% level of completion. Plans shall adhere to City of Dublin Standards. Submit plans and provide required supporting documentation to Alameda County Health Department and DSRSD for review. 3. 02 Update Cost Estimate: Prepare an updated list of quantities and provide an updated construction cost estimate for improvements. 3. 03 Draft Specifications: Prepare draft contract specifications book and bid form, using City of Dublin standard boilerplate and Standard Specifications, as appropriate. Prepare and submit 5 copies of Draft Bid Package to include all items above. 3. 04 Storm Water Plan: Storm Water Pollution Prevention Plan ( SWPPP): It is anticipated that the project is less than one acre in size and therefore exempt from NPDES General Permit requirements for SWPPP preparation. 3. 05 Staff Meeting: Review above documents in a work session with City staff; develop consensus for proceeding. Submit written meeting summary. 3.06 Construction Documents - Bid: Based on the comments received from the above meetings and the analysis of other items, proceed to develop construction documents to a final /Bid level of completion. Submittal shall include updated final cost estimate and final specifications and response memo to 95% comments. Prepare and submit one camera ready original of Bid Package to include all items above (including plans printed on mylar). 3. 07 Project Archive: Submit one archive CD -ROM of all electronic data including construction documents, specifications, cost estimate, survey, and other base information provided by the City to be scanned and included in electronic format. Submit one archive CD -ROM of all electronic data. PJ167ExhibitAScopeofServices7- 30- 12.doc Shannon Park Water Play Area © copyrighted 2012 callmder Associates Callander Associates Landscape Architecture, Inc. Page 4 During the bidding and construction of the Shannon Park Water Play project, Callander Associates will provide bidding services to support City staff. Services may include the following upon City request. 4.01 Bid Period a. Assist City in responding to bidder's questions and issuing addenda during bid period. b. Incorporate addenda into updated construction documents prior to start of construction. C. Assist City staff in making award recommendations. 4.02 Construction Period a. Attend the pre- construction meeting. b. Perform site visits as required by the specifications during construction activities followed up by written field reports (total of eight visits estimated, including substantial completion)). C. Provide clarifications of the contract documents in response to request by the Contractor. d. Review, log and process shop drawings, submittals, RFI's and change order requests. e. Assist City as requested with review of request for quotes (RFQs) for any additional work related items, help negotiate costs with contractor and make recommendations to the City. f. Assist in reviewing change orders for City execution. g. Review payment applications and forward to the City for processing. h. Attend a substantial completion walk- through with City staff and assist City in development of "punch list" items. 5.01 Post - Construction a. Attend a final inspection with City staff. b. 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