Loading...
HomeMy WebLinkAboutReso 21-16 Camp Parks Military History Center RESOLUTION NO. 21 - 16 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN * * * * * * * * * * * APPROVING A CONSULTING SERVICES AGREEMENT WITH VAN SICKLE & ROLLERI, LLC FOR THE DUBLIN CAMP PARKS MILITARY HISTORY CENTER EXHIBIT DESIGN, BUILD AND INSTALLATION WHEREAS, in 2011 the United States Army gave the City of Dublin a permanent loan of its entire collection of Camp Parks historical artifacts; and WHEREAS the City Council, in December 2014, entered into a Memorandum of Understanding with the Park Reserve Forces Training Area to begin planning and designing an exhibit space to house the Camp Parks collection inside the newly constructed Camp Parks Visitor Center; and WHEREAS, the City Council approved, in October 2015, a Dublin Camp Parks Military History Center Management Plan and directed staff to issue a Request for Proposals from qualified museum exhibit design/build firms; and WHEREAS, eight museum exhibit design/build teams submitted proposals for the project, which were thoroughly reviewed by a Staff team including historical subject matter experts; and WHEREAS, Staff found Van Sickle & Rolleri LLC best qualified to do historical interpretation, exhibit design, fabrication and installation for the Dublin Camp Parks Military History Center; and WHEREAS, Van Sickle & Rolleri LLC has demonstrated ability to perform said services; and WHEREAS, Van Sickle & Relleri LLC is available to perform the work specified. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin does approve the attached Consulting Services Agreement, and authorizes the City Manager to execute the Agreement. YES: Councilmembers Biddle, Gupta, Hart, Wehrenberg, and Mayor Haubert NOES: None ABSENT: None ABSTAIN: None 2i- l yo ATTEST: City Clerk Reso No.21-16,Adopted 2-16-16, Item 4.6 Page 1 of 1 - '111 II.0" NI( ' ' VS4 . tr. it . CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND VAN SICKLE&ROLLER!,LLC. THIS AGREEMENT for consulting services is made by and between the City of Dublin ("City")and Van Sickle&Roileri,LLC. ("Consultant")as of February 16,2016. Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City interpretive planning, design, fabrication and installation of Interpretive exhibits at the Dublin Camp Parks Military History Center (the "Museum Exhibits") more specifically 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 December 31,2016 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 Time. Consultant will commence Museum Exhibit design within seven (7)days following the approval of this Consulting Agreement and shall complete all Museum Exhibit design and installation by November 1, 2016. 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. 1.5 Acceptance of Work and Ownership. Upon notice of completion of design and Installation of Museum Exhibits, delivery of As-Built Drawings, Functional Practical Lighting, Final Drawing Package, Final Graphic Specifications, Final Sample Board, (vew,2015) Consulting Services Agreement between February 16,2016 City of Dublin and Van Sickle&Rollers LLC. Page 1 of 15 Maintenance Manual and completion of docent training, the City shall examine the Museum Exhibits without delay. The Museum Exhibits shall be durable, taking into consideration that the installation site is en unmonitored public space. If the Museum Exhibits are found to be In accordance with said plans and specifications and this Agreement, City shall recommend acceptance of the work to the City Council, and, upon such acceptance, shall notify the Commander of Camp Parks Reserve Forces Training Area—United States Army of such acceptance. City shall only accept the Improvements at 100% completion. After work is formally accepted by the City, the City shall own the Museum Exhibits,and assumes responsibility for their maintenance as set forth in Section 1.9. The City Intends to display the Museum Exhibits as originally created by Consultant In and to maintain the Museum Exhibits in good condition. City, however,shall preserve complete flexibility to operate and manage City property in the public's interest. Therefore, City retains the absolute right to alter the Museum Exhibits in City's sole judgment. For example, City may after the Museum Exhibits to eliminate hazard,to comply with the ADA, to otherwise aid City in the management of Its property and affairs, or through neglect or accident. If, during or after the term of this Agreement, City finds the Site to be Inappropriate, City has the right to install the Museum Exhibits at an alternate location that City chooses in its sole discretion. 1.6 Inspection of Work. The Consultant shall guarantee free access to City for the safe and convenient inspection of the work throughout Its fabrication and installation. Consultant shall submit any plan changes before and during design installation to the City Manager's designated representative for approval. 1.7 Warranties. The Consultant shall guarantee his/her work to be free from faults of material and workmanship for a period of one(1)year after installation and final acceptance by the City. The Consultant shall deliver the Museum Exhibits to the City free and clear of any liens from any source whatsoever. The foregoing guarantees shall apply only to the work that is entirely that of the Consultants or persons responsible to the Consultant, as installed, and shall not apply to materials or workmanship of projects in which the Work of the Consultant is integrated or combined, or to materials purchased, acquired, or installed by a person or entity not responsible to the Consultant. Consultant represents and warrants that the Work will not pose a danger to public health or safety in view of the possibility of misuse,if such misuse is in a manner that was reasonably foreseeable at any time during the term of this Agreement. Consultant represents and warrants that occasional or minimal cleaning and repair of the Museum Exhibits and any associated working parts and/or equipment will maintain the Work within an acceptable standard of public display; foreseeable exposure to general wear and tear will cause the Museum Exhibits to experience only minor repairable damages and will not cause the Museum Exhibits to fall below an acceptable standard of public display. With general routine cleaning and repair, and within the context of foreseeable exposure to general wear and tear, the Work will not experience Irreparable conditions that do not fall within an (ver.2ol6) Consulting Services Agreement between February 16,2016 City of Dublin and Van Sickle&Rollers LLC. Page 2 of 15 acceptable standard of public display. To the extent the Museum Exhibits incorporates products covered by a manufacturer's warranty, Consultant shall provide copies of such warranties to City. 1.8 Design Defect. If, in the opinion of the City, a design defect in the work of Museum Exhibits becomes apparent during the course of work, or within one (1) year following acceptance by the City of the Museum Exhibits,and the design defect,in the opinion of the City, may substantially impair the public health and safety, Consultant shall, upon written notice by the City,correct said design defect at his sole cost and expense 1.9 Maintenance of Museum Exhibits. Unless specifically provided in this Agreement, City will assume responsibility for maintenance of the Museum Exhibits. Prior to acceptance of the work, Consultant shall provide City with a General Maintenance Plan for the Museum Exhibits, with a detailed description of future anticipated maintenance requirements; a recommended maintenance schedule; anticipated and required care and/or replacement/upgrade of any part of the Museum Exhibits and associated moving parts or equipment including any staff time involved in displaying or operating artwork and the frequency of such staff involvement; and written instructions and manufacturer's specifications for reasonably foreseeable maintenance and preservation activities relating to the Museum Exhibits. Consultant shall ensure that all maintenance requirements will be reasonable in terms of time and expense. Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed $300,000.00, notwithstanding any contrary indications that may be contained in Consultant's proposal, for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Consultant's proposal, attached as Exhibit A, regarding the amount of compensation,the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person. Consultant and City acknowledge and agree that compensation paid by City to Consultant under this Agreement is based upon Consultants 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. (ver.20l6) Consulting Services Agreement between February 16,2016 City of Dublin and Van Sickle&Rolleri LLC. Page 3 of 15 _ �. _.� 2.2 Monthly Payment. City shall make monthly payments, based on invoices received as set forth in the compensation scheduled attached hereto as Exhibit B, for services satisfactorily performed, and authorized reimbursable costs incurred. City shall have 30 days from the receipt of an invoice that complies with all of the requirements above lo pay Consultant. 2.3 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. 2.4 Reimbursable Expenses. Reimbursable expenses are specified below, and shall not exceed($20,000.00). Expenses not listed below are not chargeable to City. Reimbursable expenses are included in the total amount of compensation provided under this Agreement that shall not be exceeded. The only reimbursable expenses for this agreement are: airfare,ground transportation and lodging, related to site meetings called by the City. 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. 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 Consultants bid. Consultant shall not allow any subcontractor to (ver.2O15) Consulting Services Agreement between February 16,2016 City of Dublin and Van Sickle&Roiled LLC. Page 4 of 15 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 ($1,000,000.00) per accident. In the alternative, Consultant may rely on a self-insurance program to meet those requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Cade. Determination of whether a self-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator. The insurer, if insurance is provided, or the Consultant, if a program of self-insurance is provided, shall waive all rights of subrogation against the City and its officers, officials, employees, and volunteers for loss arising from work performed under this Agreement. An endorsement shall state that coverage shall not be canceled except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended, voided or reduced in coverage or in limits. 4.2 Commercial General and Automobile Liability Insurance. 4.2.1 General requirements. Consultant, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) 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 (ver.2o15) Consulting Services Agreement between February 16, 2016 City of Dublin and Van Sickle&Rolled LLC. Page 5 of 15 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 daims 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 1 (°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. 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. (,ter zot5) Consulting Services Agreement between February 16,2016 City of Dublin and Van Sickle&Rolled LLC. Page 6 of 15 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 daim. 4.3.2 An endorsement shall state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits, except after thirty (30) days' prior written notice by certified mail,return receipt requested, has been given to the City. 4.3.3 The policy must contain a cross liability or severability of interest clause. 4.3.4 The following provisions shall apply if the professional liability coverages are written on a claims-made form: a. The retroactive date of the policy must be shown and must be before the date of the Agreement. b. Insurance must be maintained and evidence of insurance must be provided for at least five years after completion of the Agreement or the work,so long as commercially available at reasonable rates. 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 (rer.2015) Consulting Services Agreement between February 16,2016 City of Dublin and Van Sickle&Rolled LLC. Page 7 of 15 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 indude 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 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 Deductibles 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 Insurance. 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 Of 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 in Coverage. In the event that any coverage required by this section is reduced, limited, or materially affected in any other manner, Consultant shall provide written notice to City at Consultant's earliest possible opportunity and in no case later than five days after Consultant is notified of the change In coverage. (ver.2015) Consulting Services Agreement between February 16,2016 City of Dublin and Van Sickle&Rollers LLC. Page 8 of 15 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, 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. 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 ( ,.2O15) Consulting Services Agreement between February 16,2016 City of Dublin and Van Sickle&Rolled LLC. Page 9 of 15 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. 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 (ver2UT5) Consulting Services Agreement between February 16,2016 City of Dublin and Van Sickle&Rolled LLC. Page 10 of 15 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 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Consultant understands and agrees that, if City grants such an extension, City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. 8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties. 8.4 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant's unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering Into this Agreement was and is the professional reputation and competence of Consultant, Consultant may not assign this Agreement or any Interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein,other than to the subcontractors noted in the proposal, without prior written approval of the Contract Administrator. (ver.2O15) Consulting Services Agreement between February 16, 2016 City of Dublin and Van Sickle& Rolleri LLC. Page 11 of 15 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 Include,but not be limited to,the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement; 8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant;or 8.6.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work. Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant's Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Consultant hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use, City and Consultant agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties. 9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three(3)years,or for any longer period required by law,from the date of final payment to the Consultant to this Agreement. 9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, (2O15) Consulting Services Agreement between February 16,2016 City of Dublin and Van Sickle&Rollers LLC. Page 12 of 15 I 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 dedaratory 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 Alameda or In the United States District Court for the Northern District of California. 10.3 Severabiiity. 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 pail 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 arty other breach of that term or any other term of this Agreement. 10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties. 10.6 Use of Recycled Products. Consultant shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent It is available at equal or less cost than virgin paper. 10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Consultant in a "conflict of interest," as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 of seq. (ver.2015) Consulting Services Agreement between February 16,2016 City of Dublin and Van Sickle&Roller/ LLC. Page 13 of 15 Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest In this Agreement that would violate California Government Code Sections 1090 et seq. Consultant hereby warrants that it is not now, nor has it been in the previous twelve (12) months, an employee, agent, appointee, or official of the City. if Consultant was an employee, agent, appointee, or official of the City in the previous twelve months, Consultant warrants that It did not participate in any manner in the forming of this Agreement. Consultant understands that, if this Agreement is made in violation of Government Code §1090 et.seq., the entire Agreement is void and Consultant will not be entitled to any compensation for services 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: Dennis E.Van Sickle, Principal Van Sickle&Rolleri LLC. 29 Western Avenue,Suite 1 Kennebunk,ME 04043 (207)204-0584 dvansickle@vsrltd.com Any written notice to City shall be sent to: Christopher L.Foss,City Manager City of Dublin 100 Civic Drive Dublin, CA 94568 (vw..2O 5) Consulting Services Agreement between February 16,2016 City of Dublin and Van Sickle&Rolleri LLC. Page 14 of 15 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 and the compensation schedule attached hereto and incorporated herein as Exhibit B, 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 CONSULTANT Christopher L. Foss, Dennis E.Van ickli City Manager Principal Van Sickle&Rolleri,LLC. Attest: Caroline P.Soto, City Clerk Approved as to Form: John Bakker, City Attorney (ver.2015) Consulting Services Agreement between February 16,2016 City of Dublin and Van Sickle&Rolleri LLC. Page 15 of 15 EXHIBIT A SCOPE OF SERVICES Attached is Consultant's Proposal at the time of the Agreement date. "Proposal"shall mean the proposed visual,aesthetic,and historic Intent and design of the Museum Exhibits incorporated in the Contract Documents approved by the Dublin City Council.The most recent design approved by the Dublin City Council is Incorporated herein by reference,and is binding unless or until changes are approved by resolution of the Dublin City Council. Consultant's Proposal shall be automatically superseded by any Contract Documents that are later approved by the City Council. Consultant's proposal will be developed,fabricated and installed in accordance with the Consultant's Proposal. { Consulting Services Agreement between February 16,2016 City of Dublin and Van Sickle&Rolled LLC.—Exhibit A Page 1 of 1 EXHIBIT B COMPENSATION SCHEDULE Payment Date Payment Amount February 20,2016 28,000.00+Reimbursable Expenses March 20,2016 28,000.00 +Reimbursable Expenses April 20,2016 28,000.00+Reimbursable Expenses May 20,2016 28,000.00+Reimbursable Expenses June 20,2016 28,000.00+Reimbursable Expenses July 20,2016 28,000.00+Reimbursable Expenses August 20,2016 28,000.00+Reimbursable Expenses October 20,2016 28,000.00 + Reimbursable Expenses November 20,2016 28,000.00+Reimbursable Expenses December 20,2016 28,000.00+Reimbursable Expenses January 20,2016 , Any Remaining Reimbursable Expenses 2598306.1 Consulting Services Agreement between February 16,2016 City of Dublin and Van Sickle&Roiled LLC. —Exhibit B Page 1 of 1