HomeMy WebLinkAboutItem 4.11 Planning Building Services as Needed
STAFF REPORT
CITY COUNCIL
DATE:July 19, 2016
TO:
Honorable Mayor and City Councilmembers
FROM:
Christopher L. Foss, City Manager
SUBJECT:
Consulting Services Agreements for Firms to Provide Contract Planning
and Building Related Services on an As Needed Basis
Prepared by: Jeff Baker, Assistant Community Development Director
EXECUTIVE SUMMARY:
The City Council will consider approving Consulting Services Agreements for firms to
provide contract planning and building related services on an as needed basis. The
planning related service categories include contract planning services; landscape
design review; architectural design review; arboricultural services; acoustical analysis;
biological resource analysis and documentation; and environmental analysis and
documentation. The building related services include plan check, inspections, and
building code compliance activities. The proposed agreements would cover a three-
year term that expires on June 30, 2019.
STAFF RECOMMENDATION:
Resolution
Staff recommends that the City Council adopt the Approving Consulting
Services Agreements for On-call Contract Planning and Building Services, with the
following consultants: A.S. Dutchover & Associates; Davey Resource Group; Dudek;
First Carbon Solutions; Jerry Haag & Associates; Kimley-Horn and Associates; Kluber &
Associates; Loewke Planning Associates; LSA; M Group; Michael Baker International;
RRM Design Group; Shums Coda Associates; TRB + Associates, Inc.; West Coast
Code Consultants, Inc.; and 4LEAF, Inc.
FINANCIAL IMPACT:
All charges will be reimbursed with funds collected from project applicants in
conjunction with the review of their entitlement applications, building permit applications,
or charged to the corresponding Department in accordance with the adopted budget.
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DESCRIPTION:
The Community Development Department utilizes consultants on an as-needed basis to
assist staff with specific areas of technical expertise and to assist with overflow work.
This includes providing the Planning Division with the following services: contract
planning services; landscape design review; architectural design review; arboricultural
services; acoustical analysis; biological resource analysis and documentation; and
environmental analysis and documentation. This also includes providing the Building &
Safety Division with the following services: plan check, inspections, and building code
compliance activities. The Department is currently seeking to establish new contracts
for consulting firms to provide on-call services.
Staff prepared and initiated an open and competitive Request for Qualifications (RFQ)
for on-call planning and building related services. The RFQ specified that selection
would be made based on the qualifications and specific experience of key project team
members; quality and completeness of the proposal; experience with engagement of
similar scope and complexity; and satisfaction of previous clients. The RFQ was sent to
firms that requested to be notified of the RFQ, firms previously under contract with the
City, and the RFQ was also posted on the City’s website.
Staff evaluated the Statement of Qualifications (SOQ) received for completeness and
responsiveness to the RFQ. Some consulting firms submitted qualifications in more
than one service category. Staff is recommending the approval of Consultant Service
Agreements with 12 firms to provide services to the Planning Division and four firms to
provide services to the Building Division. The following is a list of the firms and type of
services they will provide:
Contract Services Firms
Consultant Scope of Services
A.S. Dutchover & Associates Landscape Design Review & Arboricultural Services
Davey Resource Group Arboricultural Services
Dudek Arboricultural Services & Acoustical Analysis
First Carbon Solutions Environmental Analysis & Biological Resource
Analysis
Jerry Haag & Associates Environmental Analysis
Kimley-Horn Environmental Analysis
Kluber & Associates and Landscape Design Review
Associates
Loewke Planning Associates Contract Planning Services
LSA Environmental Analysis, Biological, & Acoustical
Analysis
M Group Contract Planning Services
Michael Baker International Contract Planning Services
RRM Design Group Landscape Design Review & Architectural Design
Review
Shums Coda Associates Plan checking
TRB + Associates Plan checking
West Coast Code Consultants, Plan checking
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Consultant Scope of Services
Inc.
4LEAF, Inc. Building Inspections, Building Code Enforcement
and Plan Checking
A Resolution approving the Consulting Services Agreements is included as Attachment
1 to this Staff Report.
NOTICING REQUIREMENTS/PUBLIC OUTREACH:
Not required.
ATTACHMENTS:
1. Resolution Approving Consulting Services Agreements for On-Call Contract Planning
and Building Services with Exhibits A-P attached to the Resolution
Exhibit A - Dutchover Contract
Exhibit B - Davey Contract
Exhibit C - Dudek Contract
Exhibit D - FCS Contract
Exhibit E - Haag Contract
Exhibit F - Kimley Horn Contract
Exhibit G - Kluber Contract
Exhibit H - Loewke Contract
Exhibit I - LSA Contract
Exhibit J - M-Group Contract
Exhibit K - Baker Contract
Exhibit L - RRM Contract
Exhibit M - Shums Coda Contract
Exhibit N - TRB Contract
Exhibit O - West Coast Code Consultants Contract
Exhibit P - 4LEAF Contract
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RESOLUTION NO. XX - 16
A RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF DUBLIN
* * * * * * * * * * * * * * * * * * * * *
APPROVING CONSULTING SERVICES AGREEMENTS FOR ON-CALL CONTRACT
PLANNING AND BUILDING SERVICES
WHEREAS
, the City Council has directed Staff to process development projects
expeditiously and to hire consultants when services are needed; and
WHEREAS
, Staff prepared and initiated a Request for Qualifications (RFQ) for
on-call planning services; and
WHEREAS
, Staff reviewed and selected the most qualified firms to provide
certain planning and building services on an as-needed bases and has proposed
entering into contracts with the selected firms; and
WHEREAS,
all costs will be reimbursed by the project applicant or charged to
the Department budget in accordance with costs associated with certain projects; and
WHEREAS
, the contracts has been reviewed and approved by the City
Attorney’s Office as to form.
NOW, THEREFORE, BE IT RESOLVED
that the Dublin City Council does
hereby approve Consulting Services Agreement with A.S. Dutchover & Associates,
Davey Resource Group, Dudek, First Carbon Solutions, Jerry Haag & Associates,
Kimley-Horn and Associates, Kluber & Associates, Loewke Planning Associates, LSA,
M Group, Michael Baker International, RRM Design Group, Shums Coda Associates,
TRB + Associates, Inc., West Coast Code Consultants, Inc., and 4LEAF, Inc.
BE IT FURTHER RESOLVED
that the City Manager is authorized to execute the
agreements attached hereto as Exhibits A through P.
th
PASSED, APPROVED AND ADOPTED
this 19 day of July 2016 by the
following vote:
AYES:
NOES:
ABSENT:
ABSTAIN
:
__________________________________
Mayor
1 of 2
ATTEST:
City Clerk
2 of 2
CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF DUBLIN AND
DUTCHOVER & ASSOCIATES
This Agreement is made and entered into between the City of Dublin ( "City ") and Dutchover & Associates
( "Consultant ") as of July 20, 2016 (the "Effective Date "). In consideration of their mutual covenants, the parties
hereto agree as follows:
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, 2019, and Consultant shall complete the work described in Exhibit A [as assigned
by Task Order] 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 geographicai area in
which Consultant practices its profession. Consultant shall prepare all work products
required by this Agreement in conformance with standards of quality normally observed by
a person practicing in Consultant's profession, for similar services, under similar
circumstance, in the same locality and at the same time services are provided.
1.3 Assiqnment 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 for services outlined in Exhibit A in
accordance with the hourly rate schedule attached hereto as Exhibit B. In the event of a conflict between this
Agreement and scope of work, 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 Consultant's estimated costs of providing the services required hereunder, including salaries and
benefits of employees and subcontractors of Consultant. Consequently, the parties further agree that compensation
hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and
its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions
beyond compensation required under this Agreement.
2.1 Invoices. Consultant shall submit invoices, not more often than once a month during the term of
this Agreement, based on the cost for services performed and reimbursable costs incurred prior to
the invoice date. No individual performing work under this Contract shall bill more than 2,000
hours in a fiscal year unless approved, in writing, by the City Manager or his /her designee. 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 copy of the applicable time entries or time sheets shall be submitted showing the
following:
• Daily logs of total hours worked by each individual performing work under this
Contract
• Hours must be logged in increments of tenths of an hour or quarter hours
• If this Contract covers multiple projects, all hours must also be logged by project
assignment
• A brief description of the work, and each reimbursable expense
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;
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 in accordance with this agreement, and for authorized reimbursable costs
incurred. City shall have 30 days from the receipt of an invoice that complies with all of the
requirements above to pay Consultant.
2.3 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.
2.4 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the
amounts shown on the fee schedule set forth on the compensation schedule attached as Exhibit B.
2.5 Reimbursable Expenses. Reimbursable expenses, if any, are set forth in Exhibit B. Expenses not
listed in Exhibit B are not chargeable to City. Expenses not listed in Exhibit B are not chargeable to
City.
2.6 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes
incurred under this Agreement and any similar federal or state taxes.
2.7 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 rendered in conformance with this agreement 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.
2.8 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.
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 Code. Determination of whether a self- insurance
program meets the standards of the Labor Code shall be solely in the discretion of the Contract
Administrator. The insurer, if insurance is provided, or the Consultant, if a program of self -
insurance is provided, shall waive all rights of subrogation against the City and its officers,
employees, agents, 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 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, employees, agents, 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 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.
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.
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 and endorsements. Failure to exercise this right shall not constitute a waiver of
right to exercise later.
4.4.3 Subcontractors. Consultant agrees to include with all subcontractors in their subcontract
the same requirements and provisions of this Agreement including the Indemnification
and Insurance requirements to the extent they apply to the scope of the Subcontractor's
work. Subcontractors hired by Consultant agree to be bound to Consultant and the City in
the same manner and to the same extent as Consultant is bound to the City under the
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 (if agreed to in a
written contract or agreement) before City's own insurance or self- insurance shall be
called upon to protect City as a named insured.
4.4.7 Notice of Reduction in Coverage. In the event that any coverage required by this
section is reduced, limited, or materially affected in any other manner, Consultant shall
provide written notice to City at Consultant's earliest possible opportunity and in no case
later than five days after Consultant is notified of the change in coverage.
4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide or
maintain any insurance policies or policy endorsements to the extent and within the time herein
required, City may, at its sole option exercise any of the following remedies, which 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 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 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,
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, 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 PROVISI
10.1 Attorneys' Fees. If a party to this Agreement brings any action, including an action for declaratory
relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to
reasonable attorneys' fees in addition to any other relief to which that party may be entitled. The
court may set such fees in the same action or in a separate action brought for that purpose.
10.2 Venue. In the event that either party brings any action against the other under this Agreement,
the parties agree that trial of such action shall be vested exclusively in the state courts of California
in the County of Alameda or in the United States District Court for the Northern District of
California.
10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement
is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in
full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not
void or affect the validity of any other provision of this Agreement.
10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement
does not constitute a waiver of any other breach of that term or any other term of this Agreement.
10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall
apply to and bind the successors and assigns of the parties.
10.6 Use of Recycled Products. Consultant shall prepare and submit all reports, written studies and
other printed material on recycled paper to the extent it is available at equal or less cost than virgin
paper.
10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the
corporate limits of City or whose business, regardless of location, would place Consultant in a
"conflict of interest," as that term is defined in the Political Reform Act, codified at Califomia
Government Code Section 81000 et seq.
Consultant shall not employ any City official in the work performed pursuant to this Agreement. No
officer or employee of City shall have any financial interest in this Agreement that would violate
California Government Code Sections 1090 et seq.
Consultant hereby warrants that it is not now, nor has it been in the previous twelve (12) months,
an employee, agent, appointee, or official of the City. If Consultant was an employee, agent,
appointee, or official of the City in the previous twelve months, Consultant warrants that it did not
participate in any manner in the forming of this Agreement. Consultant understands that, if this
Agreement is made in violation of Government Code §1090 et.seq., the entire Agreement is void
and Consultant will not be entitled to any compensation for services 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.
Principals and those performing work for City of Dublin may be required to submit a California Fair
Political Practices Commission (FPPC) Form 700: Statement of Economic Interests documenting
potential financial conflicts of interest. For additional information, proposers should refer to the
FPPC website at http: / /www.fppc.ca.gov /Form700.html.
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:
Dutchover & Associates
Albert Dutchover, Principal
1233 Quarry Lane, Ste. 115
Pleasanton, CA 94566
Any written notice to City shall be sent to:
City of Dublin
Jeff Baker, Assistant Community Development Director
100 Civic Plaza
Dublin, CA 94568
10.11 Integration. This Agreement, including Exhibits A and B represents the entire and integrated
agreement between City and Consultant and supersedes all prior negotiations, representations, or
agreements, either written or oral.
IN WITNESS HEREOF, the parties have caused their authorized representatives to execute this
Agreement on the day of , 20_.
CITY OF DUBLIN
Christopher L. Foss, City Manager
Attest:
Caroline Soto, City Clerk
Approved as to Form:
John Bakker, City Attorney
CONSULTANT
,a r�aizT 5, ��� T�,a' ✓tiL
EXHIBIT A
SCOPE OF SERVICES
Arboricultural Services
Providing a full range of arboricultural service which includes, but is not limited to the following:
• Perform technical review and evaluation of land development applications for impacts to existing trees,
plants and shrubs.
• Conduct field inspections and provide technical expertise, opinions and feedback regarding site specific
issues related to existing trees, plants and shrubs.
• Prepare written analyses and reports that identify impacts, propose measures to mitigate and /or alternatives
to reduce /eliminate those impacts, as appropriate.
• Prepare written analysis and reports that help decision makers understand the development impacts to
existing trees, plants and shrubs.
• Attend coordination meetings, as necessary, with staff and the applicant in the office and on the project site.
• Monitor development projects for compliance with approved development plans and mitigation measures to
reduce /eliminate impacts to existing trees, plants and shrubs.
Landscape Design Review
Provide a full range of landscape review services which includes, but is not limited to the following:
• Review and evaluate conceptual landscape plans and provide constructive design critique of those plans.
• Perform technical review of landscape construction documents.
• Review landscape plans for conformance with applicable local and state regulations, including the Water
Efficient Landscape Ordinance.
• Review landscape plans in coordination with site and civil improvements plans.
• Write memorandums summarizing plan review comments.
• Attend coordination meetings, as necessary, with staff and the applicant in the office and on the project site.
• Perform field inspections of projects under construction.
EXHIBIT B
COMPENSATION SCHEDULE
The following rates include all reimbursable or indirect costs. No other expenses are chargeable to the City.
Landscape Architect $ 175
Senior Designer $135
Designer $105
Assistant Designer $95
Draftsperson $85
RECEIVE
JUL 0 6 2016
CONSULTING SERVICES AGREEMENT BETWEEN D11 IRLIN PLANNING
THE CITY OF DUBLIN AND
DAVEY RESOURCE GROUP
This Agreement is made and entered into between the City of Dublin ( "City ") and Davey Resource Group
( "Consultant ") as of July 20, 2016 (the "Effective Date "). In consideration of their mutual covenants, the parties
hereto agree as follows:
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, 2019, and Consultant shall complete the work described in Exhibit A [as assigned
by Task Order] 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 conformance with standards of quality normally observed by
a person practicing in Consultant's profession, for similar services, under similar
circumstance, in the same locality and at the same time services are provided.
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 for services outlined in Exhibit A in
accordance with the hourly rate schedule attached hereto as Exhibit B. In the event of a conflict between this
Agreement and scope of work, 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 Consultant's estimated costs of providing the services required hereunder, including salaries and
benefits of employees and subcontractors of Consultant. Consequently, the parties further agree that compensation
hereunder is intended to include the costs of contributions to any pensions and /or annuities to which Consultant and
its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions
beyond compensation required under this Agreement.
2.1 Invoices. Consultant shall submit invoices, not more often than once a month during the term of
this Agreement, based on the cost for services performed and reimbursable costs incurred prior to
the invoice date. No individual performing work under this Contract shall bill more than 2,000
hours in a fiscal year unless approved, in writing, by the City Manager or his /her designee. 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 copy of the applicable time entries or time sheets shall be submitted showing the
following:
• Daily logs of total hours worked by each individual performing work under this
Contract
• Hours must be logged in increments of tenths of an hour or quarter hours
• If this Contract covers multiple projects, all hours must also be logged by project
assignment
• A brief description of the work, and each reimbursable expense
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;
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 in accordance with this agreement, and for authorized reimbursable costs
incurred. City shall have 30 days from the receipt of an invoice that complies with all of the
requirements above to pay Consultant.
2.3 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.
2.4 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the
amounts shown on the fee schedule set forth on the compensation schedule attached as Exhibit B.
2.5 Reimbursable Expenses. Reimbursable expenses, if any, are set forth in Exhibit B. Expenses not
listed in Exhibit B are not chargeable to City. Expenses not listed in Exhibit B are not chargeable to
City.
2.6 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes
incurred under this Agreement and any similar federal or state taxes.
2.7 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 rendered in conformance with this agreement 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.
2.8 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.
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 0104 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 Code. Determination of whether a self- insurance
program meets the standards of the Labor Code shall be solely in the discretion of the Contract
Administrator. The insurer, if insurance is provided, or the Consultant, if a program of self -
insurance is provided, shall waive all rights of subrogation against the City and its officers,
employees, agents, 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 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, employees, agents, and volunteers , and that no
insurance or self- insurance maintained by the City shall be called upon to
contribute to a loss under the coverage.
Any failure of CONSULTANT to comply with reporting provisions of the policy
shall not affect coverage provided to CITY and its officers, employees, agents,
and volunteers.
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 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.
A copy of the claim reporting requirements must be submitted to the City prior to
the commencement of any work under this Agreement.
4.4 All Policies Requirements.
4.4.1 Acceptability of insurers. All insurance required by this section is to be placed with
insurers with a Bests' rating of no less than A:VII.
4.4.2 Verification of coverage. Prior to beginning any work under this Agreement, Consultant
shall furnish City with certificates of insurance and with original endorsements effecting
coverage required herein. The certificates and endorsements for each insurance policy
are to be signed by a person authorized by that insurer to bind coverage on its behalf.
The City reserves the right to require complete, certified copies of all required insurance
policies and endorsements. Failure to exercise this right shall not constitute a waiver of
right to exercise later.
4.4.3 Subcontractors. Consultant agrees to include with all subcontractors in their subcontract
the same requirements and provisions of this Agreement including the Indemnification
and Insurance requirements to the extent they apply to the scope of the Subcontractor's
work. Subcontractors hired by Consultant agree to be bound to Consultant and the City in
the same manner and to the same extent as Consultant is bound to the City under the
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 (if agreed to in a
written contract or agreement) before City's own insurance or self- insurance shall be
called upon to protect City as a named insured.
4.4.7 Notice of Reduction in Coverage. In the event that any coverage required by this
section is reduced, limited, or materially affected in any other manner, Consultant shall
provide written notice to City at Consultant's earliest possible opportunity and in no case
later than five days after Consultant is notified of the change in coverage.
4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide or
maintain any insurance policies or policy endorsements to the extent and within the time herein
required, City may, at its sole option exercise any of the following remedies, which 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 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 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.
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, 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.
10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall
apply to and bind the successors and assigns of the parties.
10.6 Use of Recycled Products. Consultant shall prepare and submit all reports, written studies and
other printed material on recycled paper to the extent it is available at equal or less cost than virgin
paper.
10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the
corporate limits of City or whose business, regardless of location, would place Consultant in a
"conflict of interest," as that term is defined in the Political Reform Act, codified at California
Government Code Section 81000 et seq.
Consultant shall not employ any City official in the work performed pursuant to this Agreement. No
officer or employee of City shall have any financial interest in this Agreement that would violate
California Government Code Sections 1090 et seq.
Consultant hereby warrants that it is not now, nor has it been in the previous twelve (12) months,
an employee, agent, appointee, or official of the City. If Consultant was an employee, agent,
appointee, or official of the City in the previous twelve months, Consultant warrants that it did not
participate in any manner in the forming of this Agreement. Consultant understands that, if this
Agreement is made in violation of Government Code §1090 et.seq., the entire Agreement is void
and Consultant will not be entitled to any compensation for services 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.
Principals and those performing work for City of Dublin may be required to submit a California Fair
Political Practices Commission (FPPC) Form 700: Statement of Economic Interests documenting
potential financial conflicts of interest. For additional information, proposers should refer to the
FPPC website at http: / /www.fooc.ca.gov /Form700.html.
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:
Davey Resource Group
Anne Fenkner
6005 Capistrano Avenue, Unit A,
Atascadero, CA 93422.
Any written notice to City shall be sent to:
City of Dublin
Jeff Baker, Assistant Community Development Director
100 Civic Plaza
Dublin, CA 94568
10.11 Integration. This Agreement, including Exhibits A and B represents the entire and integrated
agreement between City and Consultant and supersedes all prior negotiations, representations, or
agreements, either written or oral.
IN WITNESS HEREOF, the parties have caused their authorized representatives to execute this
Agreement on the h day of i, I), 20-1Z
CITY OF DUBLIN
TANT
Christopher L. Foss, City Manager � JacV McCabe, Vice President, Utility Operations
Attest:
Caroline Soto, City Clerk
Approved as to Form:
John Bakker, City Attorney
EXHIBIT A
SCOPE OF SERVICES
Arboricultural Services
Providing a full range of arboricultural service which includes, but is not limited to the following:
• Perform technical review and evaluation of land development applications for impacts to existing trees,
plants and shrubs.
• Conduct field inspections and provide technical expertise, opinions and feedback regarding site specific
issues related to existing trees, plants and shrubs.
• Prepare written analyses and reports that identify impacts, propose measures to mitigate and /or alternatives
to reduce /eliminate those impacts, as appropriate.
• Prepare written analysis and reports that help decision makers understand the development impacts to
existing trees, plants and shrubs.
• Attend coordination meetings, as necessary, with staff and the applicant in the office and on the project site.
• Monitor development projects for compliance with approved development plans and mitigation measures to
reduce /eliminate impacts to existing trees, plants and shrubs.
EXHIBIT B
COMPENSATION SCHEDULE
The following rates include all reimbursable or indirect costs. No other expenses are chargeable to the City.
Certified Arborist: $95 per hour
Registered Consulting Arborist: $125 per hour
CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF DUBLIN AND DUDEK
This Agreement is made and entered into between the City of Dublin ( "City ") and Dudek ( "Consultant ") as of July 20,
2016 (the "Effective Date "). In consideration of their mutual covenants, the parties hereto agree as follows;
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, 2019, and Consultant shall complete the work described in Exhibit A [as assigned
by Task Order] 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 conformance with standards of quality normally observed by
a person practicing in Consultant's profession, for similar services, under similar
circumstance, in the same locality and at the same time services are provided.
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 for services outlined in Exhibit A in
accordance with the hourly rate schedule attached hereto as Exhibit B. In the event of a conflict between this
Agreement and scope of work, 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 Consultant's estimated costs of providing the services required hereunder, including salaries and
benefits of employees and subcontractors of Consultant. Consequently, the parties further agree that compensation
hereunder is intended to include the costs of contributions to any pensions and /or annuities to which Consultant and
its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions
beyond compensation required under this Agreement.
2.1 Invoices. Consultant shall submit invoices, not more often than once a month during the term of
this Agreement, based on the cost for services performed and reimbursable costs incurred prior to
the invoice date. No individual performing work under this Contract shall bill more than 2,000
hours in a fiscal year unless approved, in writing, by the City Manager or his/her designee. 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 copy of the applicable time entries or time sheets shall be submitted showing the
following:
• Daily logs of total hours worked by each individual performing work under this
Contract
• Hours must be logged in increments of tenths of an hour or quarter hours
• If this Contract covers multiple projects, all hours must also be logged by project
assignment
• A brief description of the work, and each reimbursable expense
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;
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 in accordance with this agreement, and for authorized reimbursable costs
incurred. City shall have 30 days from the receipt of an invoice that complies with all of the
requirements above to pay Consultant.
2.3 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.
2.4 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the
amounts shown on the fee schedule set forth on the compensation schedule attached as Exhibit B.
2.5 'Reimbursable Expenses. Reimbursable expenses, if any, are set forth in Exhibit B. Expenses not
listed in Exhibit B are not chargeable to City. Expenses not listed in Exhibit B are not chargeable to
City.
2.6 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes
incurred under this Agreement and any similar federal or state taxes.
2.7 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 rendered in conformance with this agreement 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.
2.8 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.
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 0412. 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 Code. Determination of whether a self- insurance
program meets the standards of the Labor Code shall be solely in the discretion of the Contract
Administrator. The insurer, if insurance is provided, or the Consultant, if a program of self -
insurance is provided, shall waive all rights of subrogation against the City and its officers,
employees, agents, 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 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, employees, agents, and volunteers , and that no
insurance or self- insurance maintained by the City shall be called upon to
contribute to a loss under the coverage.
Any failure of CONSULTANT to comply with reporting provisions of the policy
shall not affect coverage provided to CITY and its officers, employees, agents,
and volunteers.
An endorsement shall state that coverage shall not be 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 following provisions shall apply if the professional liability coverages are written on a
claims -made form:
a. The retroactive date of the policy must be shown and must be before the date of
the Agreement.
b. Insurance must be maintained and evidence of insurance must be provided for at
least five years after completion of the Agreement or the work, so long as
commercially available at reasonable rates.
C. If coverage is canceled or not renewed and it is not replaced with another claims -
made policy form with a retroactive date that precedes the date of this
Agreement, Consultant must provide extended reporting coverage for a minimum
of five years after completion of the Agreement or the work. The City shall have
the right to exercise, at the Consultant's sole cost and expense, any extended
reporting provisions of the policy, if the Consultant cancels or does not renew the
coverage.
d. A copy of the claim reporting requirements must be submitted to the City prior to
the commencement of any work under this Agreement.
4.4 All Policies Requirements.
4.4.1 Acceptability of insurers. All insurance required by this section is to be placed with
insurers with a Bests' rating of no less than A:VII.
4.4.2 Verification of coverage. Prior to beginning any work under this Agreement, Consultant
shall furnish City with certificates of insurance and with original endorsements effecting
coverage required herein. The certificates and endorsements for each insurance policy
are to be signed by a person authorized by that insurer to bind coverage on its behalf.
The City reserves the right to require complete, certified copies of all required insurance
policies and endorsements. Failure to exercise this right shall not constitute a waiver of
right to exercise later.
4.4.3 Subcontractors, Consultant agrees to include with all subcontractors in their subcontract
the same requirements and provisions of this Agreement including the Indemnification
and Insurance requirements to the extent they apply to the scope of the Subcontractor's
work. Subcontractors hired by Consultant agree to be bound to Consultant and the City in
the same manner and to the same extent as Consultant is bound to the City under the
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 (if agreed to in a
written contract or agreement) before City's own insurance or self- insurance shall be
called upon to protect City as a named insured.
4.4.7 Notice of Reduction in Coverage. In the event that any coverage required by this
section is reduced, limited, or materially affected in any other manner, Consultant shall
provide written notice to City at Consultant's earliest possible opportunity and in no case
later than five days after Consultant is notified of the change in coverage.
4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide or
maintain any insurance policies or policy endorsements to the extent and within the time herein
required, City may, at its sole option exercise any of the following remedies, which 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
Y 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 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 APIlicable, 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 Egual 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.
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.
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 a on 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, 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.
10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall
apply to and bind the successors and assigns of the parties.
10.6 Use of Recycled Products. Consultant shall prepare and submit all reports, written studies and
other printed material on recycled paper to the extent it is available at equal or less cost than virgin
paper.
10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the
corporate limits of City or whose business, regardless of location, would place Consultant in a
"conflict of interest," as that term is defined in the Political Reform Act, codified at California
Government Code Section 81000 et seq.
Consultant shall not employ any City official in the work performed pursuant to this Agreement. No
officer or employee of City shall have any financial interest in this Agreement that would violate
California Government Code Sections 1090 et seq.
Consultant hereby warrants that it is not now, nor has it been in the previous twelve (12) months,
an employee, agent, appointee, or official of the City. If Consultant was an employee, agent,
appointee, or official of the City in the previous twelve months, Consultant warrants that it did not
participate in any manner in the forming of this Agreement. Consultant understands that, if this
Agreement is made in violation of Government Code §1090 et.seq., the entire Agreement is void
and Consultant will not be entitled to any compensation for services 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.
Principals and those performing work for City of Dublin may be required to submit a California Fair
Political Practices Commission (FPPC) Form 700: Statement of Economic Interests documenting
potential financial conflicts of interest. For additional information, proposers should refer to the
FPPC website at hUp: l /www.fppc.ca.-gov /Form700.html.
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:
Dudek
Scott Eckardt (Arboricultural Services)
Chris Barnobi (Acoustical Services)
465 Magnolia Avenue
Larkspur, CA 94939
Any written notice to City shall be sent to:
City of Dublin
Jeff Baker, Assistant Community Development Director
100 Civic Plaza
Dublin, CA 94568
10.11 Integration. This Agreement, including Exhibits A and B represents the entire and integrated
agreement between City and Consultant and supersedes all prior negotiations, representations, or
agreements, either written or oral.
IN WITNESS HEREOF, the parties have caused their authorized representatives to execute this
Agreement on the day of 20 .
CITY OF DUBLIN
Christopher L. Foss, City Manager
CONS TANT
i Dud President
Attest:
Caroline Soto, City Clerk
Approved as to Form:
John Bakker, City Attorney
EXHIBIT A
SCOPE OF SERVICES
Arboricultural Services
Providing a full range of arboricultural service which includes, but is not limited to the following:
• Perform technical review and evaluation of land development applications for impacts to existing trees,
plants and shrubs.
• Conduct field inspections and provide technical expertise, opinions and feedback regarding site specific
issues related to existing trees, plants and shrubs.
• Prepare written analyses and reports that identify impacts, propose measures to mitigate and /or alternatives
to reduce /eliminate those impacts, as appropriate.
• Prepare written analysis and reports that help decision makers understand the development impacts to
existing trees, plants and shrubs.
• Attend coordination meetings, as necessary, with staff and the applicant in the office and on the project site.
• Monitor development projects for compliance with approved development plans and mitigation measures to
reduce/eliminate impacts to existing trees, plants and shrubs.
Acoustical Analysis
Provide a full range of technical expertise in the field of acoustical analysis which includes, but is not limited to the
following:
• Conduct field inspections and provide technical expertise, opinions and feedback regarding site specific
issues related to project specific noise impacts.
• Perform technical review and evaluation of land development and use permit applications for noise impacts.
• Prepare written analyses and reports that identify impacts, propose measures to mitigate and /or alternatives
to reduce /eliminate those impacts, as appropriate.
• Prepare written analysis and reports that help decision makers understand the noise impacts associated
with development and use permit applications.
• Attend coordination meetings, as necessary, with staff and the applicant in the office and on the project site.
• Monitor projects for compliance with approved development plans and mitigation measures to
reduce/eliminate noise impacts.
EXHIBIT B
COMPENSATION SCHEDULE
The following rates include all reimbursable or indirect costs. No other expenses are chargeable to the City.
Arboricultural Services:
Arbodcultural Staff
Dudek Schedule of Charges Staff Type
Hourly Rate
Senior Project Manager/Senior Arborist
Senior Project Mana er /S ecialist 1
$215
Project Manager/Senior Arborist
Environmental Specialist/Planner VI
$195
Urban Forester /Arborist III
Environmental Specialist/Planner III
$155
Urban Forester /Arborist II
Environmental Specialist/Planner 1
$125
Urban Forester /Arborist I
Analyst I
$95
Acoustical Analvsis:
Acoustical Staff
Dudek Schedule of Char es Staff Type
Hourly Rate
Senior Project Manager
Senior Project Mana er /S ecialist 1
$215
Senior Acoustical Modeler
Environmental Specialist/Planner VI
$195
Senior Acoustical Engineer
Environmental Specialist/Planner V
$175
Acoustical Technician IV
Environmental Specialist /Planner 1
$125
Acoustical Technician III
Analyst II
$105
E�Acoustical Technician II
Analyst 1
$95
Acoustical Technician I
Planning Assistant 1
$75
CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF DUBLIN AND
FIRST CARBON SOLUTIONS
This Agreement is made and entered into between the City of Dublin ( "City ") and First Carbon Solutions
( "Consultant ") as of July 20, 2016 (the "Effective Date "). In consideration of their mutual covenants, the parties
hereto agree as follows:
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, 2019, 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
conformance with standards of quality normally observed by a person practicing in Consultant's
profession, for similar services, under similar circumstance, in the same locality and at the same
time services are provided.
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 for services outlined in Exhibit A in
accordance with a project specific scope and budget (Consultant's proposal) as approved by Task Order. In the
event of a conflict between this Agreement and the Task Order, 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 Consultant's estimated costs of providing the services required hereunder, including salaries and
benefits of employees and subcontractors of Consultant. Consequently, the parties further agree that compensation
hereunder is intended to include the costs of contributions to any pensions and /or annuities to which Consultant and
its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions
beyond compensation required under this Agreement.
2.1 Invoices. Consultant shall submit invoices, not more often than once a month during the term of
this Agreement, based on the cost for services performed and reimbursable costs incurred prior to
the invoice date. Invoices shall contain the following information:
■ Serial identifications of progress bills; i.e., Progress Bill No, 1 for the first invoice, etc.;
■ The beginning and ending dates of the billing period;
■ If this Contract covers multiple projects, all tasks must also be logged by project
assignment;
■ A brief description of the work, and each reimbursable expense;
■ A Task Summary by project 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;
■ The Consultant's signature.
2.2 Monthly Payment. City shall make monthly payments, based on invoices received, for services
satisfactorily performed in accordance with this agreement, and for authorized reimbursable costs
incurred. City shall have 30 days from the receipt of an invoice that complies with all of the
requirements above to pay Consultant.
2.3 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.
2.4 Reserved
2.5 Reimbursable Expenses. Reimbursable expenses, if any, shall be as set forth in Consultant's
project specific scope and budget (Consultant's proposal) as approved by Task Order. Expenses
not listed in Consultant's proposal are not chargeable to City. Reimbursable expenses are
included in the total amount of compensation provided under this Agreement that shall not be
exceeded.
2.6 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes
incurred under this Agreement and any similar federal or state taxes.
2.7 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 rendered in conformance with this agreement 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.
2.8 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.
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 0104 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 Code. Determination of whether a self- insurance
program meets the standards of the Labor Code shall be solely in the discretion of the Contract
Administrator. The insurer, if insurance is provided, or the Consultant, if a program of self -
insurance is provided, shall waive all rights of subrogation against the City and its officers,
employees, agents, 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 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, employees, agents, 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 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.
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.
A copy of the claim reporting requirements must be submitted to the City prior to
the commencement of any work under this Agreement.
4.4 All Policies Requirements.
4.4.1 Acceptability of insurers. All insurance required by this section is to be placed with
insurers with a Bests' rating of no less than A:VII.
4.4.2 Verification of coverage. Prior to beginning any work under this Agreement, Consultant
shall furnish City with certificates of insurance and with original endorsements effecting
coverage required herein. The certificates and endorsements for each insurance policy
are to be signed by a person authorized by that insurer to bind coverage on its behalf.
The City reserves the right to require complete, certified copies of all required insurance
policies and endorsements. Failure to exercise this right shall not constitute a waiver of
right to exercise later.
4.4.3 Subcontractors. Consultant agrees to include with all subcontractors in their subcontract
the same requirements and provisions of this Agreement including the Indemnification
and Insurance requirements to the extent they apply to the scope of the Subcontractor's
work. Subcontractors hired by Consultant agree to be bound to Consultant and the City in
the same manner and to the same extent as Consultant is bound to the City under the
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 (if agreed to in a
written contract or agreement) before City's own insurance or self- insurance shall be
called upon to protect City as a named insured.
4.4.7 Notice of Reduction in Coverage. In the event that any coverage required by this
section is reduced, limited, or materially affected in any other manner, Consultant shall
provide written notice to City at Consultant's earliest possible opportunity and in no case
later than five days after Consultant is notified of the change in coverage.
4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide or
maintain any insurance policies or policy endorsements to the extent and within the time herein
required, City may, at its sole option exercise any of the following remedies, which 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 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 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.
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, 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,
10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall
apply to and bind the successors and assigns of the parties.
10.6 Use of Recycled Products. Consultant shall prepare and submit all reports, written studies and
other printed material on recycled paper to the extent it is available at equal or less cost than virgin
paper.
10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the
corporate limits of City or whose business, regardless of location, would place Consultant in a
"conflict of interest," as that term is defined in the Political Reform Act, codified at California
Government Code Section 81000 et seq.
Consultant shall not employ any City official in the work performed pursuant to this Agreement. No
officer or employee of City shall have any financial interest in this Agreement that would violate
California Government Code Sections 1090 et seq.
Consultant hereby warrants that it is not now, nor has it been in the previous twelve (12) months,
an employee, agent, appointee, or official of the City. If Consultant was an employee, agent,
appointee, or official of the City in the previous twelve months, Consultant warrants that it did not
participate in any manner in the forming of this Agreement. Consultant understands that, if this
Agreement is made in violation of Government Code §1090 et.seq., the entire Agreement is void
and Consultant will not be entitled to any compensation for services 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.
Principals and those performing work for City of Dublin may be required to submit a California Fair
Political Practices Commission (FPPC) Form 700: Statement of Economic Interests documenting
potential financial conflicts of interest. For additional information, proposers should refer to the
FPPC website at http! / /www.fppc,ca.gov /Form700 html.
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:
First Carbon Solutions
Mary Bean
1350 Treat Boulevard, Ste. 380
Walnut Creek, CA 94597
Any written notice to City shall be sent to:
The City of Dublin
Jeff Baker, Assistant Community Development Director
100 Civic Plaza
Dublin, CA 94568
10.11 Integration. This Agreement, including Exhibit A represents the entire and integrated agreement
between City and Consultant and supersedes all prior negotiations, representations, or
agreements, either written or oral.
IN WITNESS HEREOF, the parties have caused their authorized representatives to execute this
Agreement on the 15' day of July. 2016.
CITY OF DUBLIN CONSULTANT
Wit,
Christopher L. Foss, City Manager Mary Bearf, Vice Piesident
Attest:
Caroline Soto, City Clerk
Approved as to Form:
John Bakker, City Attorney
EXHIBIT A
SCOPE OF SERVICES
Environmental Analysis and Documentation
Provide a full range of environmental analysis and documentation services which includes, but is not limited to the
following:
• Implement the California Environmental Quality Act (CEQA) and preparing a variety of different
environmental documents, including but not limited to Initial Studies, Negative Declarations, Mitigated
Negative Declarations, Addendums, Supplement Environmental Impact Reports, Environmental Impacts
Reports, and Mitigation and Monitoring Programs.
• Prepare clear, concise, legally defensible environmental analysis and documentation in accordance with
State CEQA Guidelines and the City of Dublin CEQA Guidelines.
• Provide a full range of technical studies, as appropriate based on the project, to complete an environmental
impact analysis in accordance with CEQA.
• Prepare CEQA documents that meet the legal requirements, are reader - friendly and allow the City to easily
implement the document.
• Provide on -call services in a variety of technical areas related to natural resources in order to assist staff
with project implementation, mitigation monitoring, and project review.
• Attend coordination meetings, as necessary, with staff and the applicant in the office and on the project site.
Biological Resource Analysis and Documentation
Provide a full range of biological resource analysis and documentation services which includes, but is not limited to
the following:
• Provide a full range of services in the field of biological resource analysis.
• Conduct field inspections and provide technical expertise, opinions and feedback regarding site specific
biological resources.
• Perform technical review and evaluation of land development and use permit applications for impacts to
biological resources.
• Prepare written analyses and reports that identify impacts to biological resources, propose mitigation
measures and /or alternatives to reduce /eliminate those impacts, as appropriate,
• Prepare written analysis and reports that help decision makers understand the impacts to biological
resources associated with development and use permit applications.
• Attend coordination meetings, as necessary, with staff and the applicant in the office and on the project site.
• Monitor projects for compliance with approved development plans and mitigation measures to
reduce /eliminate impacts to biological resources.
CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF DUBLIN AND JERRY HAAG
This Agreement is made and entered into between the City of Dublin ("City") and Jerry Haag (“Consultant”) as of July
20, 2016 (the “Effective Date”). In consideration of their mutual covenants, the parties hereto agree as follows:
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, 2019, 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
conformance with standards of quality normally observed by a person practicing in Consultant's
profession, for similar services, under similar circumstance, in the same locality and at the same
time services are provided.
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 for services outlined in Exhibit A in
accordance with a project specific scope and budget (Consultant’s proposal) as approved by Task Order. In the
event of a conflict between this Agreement and the Task Order, 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 Consultant’s estimated costs of providing the services required hereunder, including salaries and
benefits of employees and subcontractors of Consultant. Consequently, the parties further agree that compensation
hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and
its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions
beyond compensation required under this Agreement.
2.1 Invoices. Consultant shall submit invoices, not more often than once a month during the term of
this Agreement, based on the cost for services performed and reimbursable costs incurred prior to
the invoice date. Invoices shall contain the following information:
Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.;
The beginning and ending dates of the billing period;
If this Contract covers multiple projects, all tasks must also be logged by project
assignment;
A brief description of the work, and each reimbursable expense;
A Task Summary by project 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;
The Consultant’s signature.
2.2 Monthly Payment. City shall make monthly payments, based on invoices received, for services
satisfactorily performed in accordance with this agreement, and for authorized reimbursable costs
incurred. City shall have 30 days from the receipt of an invoice that complies with all of the
requirements above to pay Consultant.
2.3 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.
2.4 Reserved
2.5 Reimbursable Expenses. Reimbursable expenses, if any, shall be as set forth in Consultant’s
project specific scope and budget (Consultant’s proposal) as approved by Task Order. Expenses
not listed in Consultant’s proposal are not chargeable to City. Reimbursable expenses are
included in the total amount of compensation provided under this Agreement that shall not be
exceeded.
2.6 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes
incurred under this Agreement and any similar federal or state taxes.
2.7 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 rendered in conformance with this agreement 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.
2.8 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.
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 Code. Determination of whether a self-insurance
program meets the standards of the Labor Code shall be solely in the discretion of the Contract
Administrator. The insurer, if insurance is provided, or the Consultant, if a program of self-
insurance is provided, shall waive all rights of subrogation against the City and its officers,
employees, agents, 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 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, employees, agents, 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 following provisions shall apply if the professional liability coverages are written on a
claims-made form:
a. The retroactive date of the policy must be shown and must be before the date of
the Agreement.
b. Insurance must be maintained and evidence of insurance must be provided for at
least five years after completion of the Agreement or the work, so long as
commercially available at reasonable rates.
c. If coverage is canceled or not renewed and it is not replaced with another claims-
made policy form with a retroactive date that precedes the date of this
Agreement, Consultant must provide extended reporting coverage for a minimum
of five years after completion of the Agreement or the work. The City shall have
the right to exercise, at the Consultant’s sole cost and expense, any extended
reporting provisions of the policy, if the Consultant cancels or does not renew the
coverage.
d. A copy of the claim reporting requirements must be submitted to the City prior to
the commencement of any work under this Agreement.
4.4 All Policies Requirements.
4.4.1 Acceptability of insurers. All insurance required by this section is to be placed with
insurers with a Bests' rating of no less than A:VII.
4.4.2 Verification of coverage. Prior to beginning any work under this Agreement, Consultant
shall furnish City with certificates of insurance and with original endorsements effecting
coverage required herein. The certificates and endorsements for each insurance policy
are to be signed by a person authorized by that insurer to bind coverage on its behalf.
The City reserves the right to require complete, certified copies of all required insurance
policies and endorsements. Failure to exercise this right shall not constitute a waiver of
right to exercise later.
4.4.3 Subcontractors. Consultant agrees to include with all subcontractors in their subcontract
the same requirements and provisions of this Agreement including the Indemnification
and Insurance requirements to the extent they apply to the scope of the Subcontractor’s
work. Subcontractors hired by Consultant agree to be bound to Consultant and the City in
the same manner and to the same extent as Consultant is bound to the City under the
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 (if agreed to in a
written contract or agreement) before City’s own insurance or self-insurance shall be
called upon to protect City as a named insured.
4.4.7 Notice of Reduction in Coverage. In the event that any coverage required by this
section is reduced, limited, or materially affected in any other manner, Consultant shall
provide written notice to City at Consultant’s earliest possible opportunity and in no case
later than five days after Consultant is notified of the change in coverage.
4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide or
maintain any insurance policies or policy endorsements to the extent and within the time herein
required, City may, at its sole option exercise any of the following remedies, which 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 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 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.
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, 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.
10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall
apply to and bind the successors and assigns of the parties.
10.6 Use of Recycled Products. Consultant shall prepare and submit all reports, written studies and
other printed material on recycled paper to the extent it is available at equal or less cost than virgin
paper.
10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the
corporate limits of City or whose business, regardless of location, would place Consultant in a
“conflict of interest,” as that term is defined in the Political Reform Act, codified at California
Government Code Section 81000 et seq.
Consultant shall not employ any City official in the work performed pursuant to this Agreement. No
officer or employee of City shall have any financial interest in this Agreement that would violate
California Government Code Sections 1090 et seq.
Consultant hereby warrants that it is not now, nor has it been in the previous twelve (12) months,
an employee, agent, appointee, or official of the City. If Consultant was an employee, agent,
appointee, or official of the City in the previous twelve months, Consultant warrants that it did not
participate in any manner in the forming of this Agreement. Consultant understands that, if this
Agreement is made in violation of Government Code §1090 et.seq., the entire Agreement is void
and Consultant will not be entitled to any compensation for services 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.
Principals and those performing work for City of Dublin may be required to submit a California Fair
Political Practices Commission (FPPC) Form 700: Statement of Economic Interests documenting
potential financial conflicts of interest. For additional information, proposers should refer to the
FPPC website at http://www.fppc.ca.gov/Form700.html.
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:
Jerry Haag
2029 University Avenue
Berkeley, CA 94704
Any written notice to City shall be sent to:
The City of Dublin
Jeff Baker, Assistant Community Development Director
100 Civic Plaza
Dublin, CA 94568
10.11 Integration. This Agreement, including Exhibit A represents the entire and integrated agreement
between City and Consultant and supersedes all prior negotiations, representations, or
agreements, either written or oral.
IN WITNESS HEREOF, the parties have caused their authorized representatives to execute this
Agreement on the 1st day of July, 2016.
CITY OF DUBLIN CONSULTANT
____________________________ ______________________________
Christopher L. Foss, City Manager Jerry Haag, Principal
Attest:
____________________________
Caroline Soto, City Clerk
Approved as to Form:
____________________________
John Bakker, City Attorney
EXHIBIT A
SCOPE OF SERVICES
Environmental Analysis and Documentation
Provide a full range of environmental analysis and documentation services which includes, but is not limited to the
following:
• Implement the California Environmental Quality Act (CEQA) and preparing a variety of different
environmental documents, including but not limited to Initial Studies, Negative Declarations, Mitigated
Negative Declarations, Addendums, Supplement Environmental Impact Reports, Environmental Impacts
Reports, and Mitigation and Monitoring Programs.
• Prepare clear, concise, legally defensible environmental analysis and documentation in accordance with
State CEQA Guidelines and the City of Dublin CEQA Guidelines.
• Provide a full range of technical studies, as appropriate based on the project, to complete an environmental
impact analysis in accordance with CEQA.
• Prepare CEQA documents that meet the legal requirements, are reader-friendly and allow the City to easily
implement the document.
• Provide on-call services in a variety of technical areas related to natural resources in order to assist staff
with project implementation, mitigation monitoring, and project review.
• Attend coordination meetings, as necessary, with staff and the applicant in the office and on the project site.
CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF DUBLIN AND
KIMLEY-HORN AND ASSOCIATES
This Agreement is made and entered into between the City of Dublin ("City") and Kimley-Horn and Associates
(“Consultant”) as of July 20, 2016 (the “Effective Date”). In consideration of their mutual covenants, the parties
hereto agree as follows:
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, 2019, 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
conformance with standards of quality normally observed by a person practicing in Consultant's
profession, for similar services, under similar circumstance, in the same locality and at the same
time services are provided.
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 for services outlined in Exhibit A in
accordance with a project specific scope and budget (Consultant’s proposal) as approved by Task Order. In the
event of a conflict between this Agreement and the Task Order, 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 Consultant’s estimated costs of providing the services required hereunder, including salaries and
benefits of employees and subcontractors of Consultant. Consequently, the parties further agree that compensation
hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and
its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions
beyond compensation required under this Agreement.
2.1 Invoices. Consultant shall submit invoices, not more often than once a month during the term of
this Agreement, based on the cost for services performed and reimbursable costs incurred prior to
the invoice date. Invoices shall contain the following information:
Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.;
The beginning and ending dates of the billing period;
If this Contract covers multiple projects, all tasks must also be logged by project
assignment;
A brief description of the work, and each reimbursable expense;
A Task Summary by project 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;
The Consultant’s signature.
2.2 Monthly Payment. City shall make monthly payments, based on invoices received, for services
satisfactorily performed in accordance with this agreement, and for authorized reimbursable costs
incurred. City shall have 30 days from the receipt of an invoice that complies with all of the
requirements above to pay Consultant.
2.3 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.
2.4 Reserved
2.5 Reimbursable Expenses. Reimbursable expenses, if any, shall be as set forth in Consultant’s
project specific scope and budget (Consultant’s proposal) as approved by Task Order. Expenses
not listed in Consultant’s proposal are not chargeable to City. Reimbursable expenses are
included in the total amount of compensation provided under this Agreement that shall not be
exceeded.
2.6 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes
incurred under this Agreement and any similar federal or state taxes.
2.7 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 rendered in conformance with this agreement 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.
2.8 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.
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 Code. Determination of whether a self-insurance
program meets the standards of the Labor Code shall be solely in the discretion of the Contract
Administrator. The insurer, if insurance is provided, or the Consultant, if a program of self-
insurance is provided, shall waive all rights of subrogation against the City and its officers,
employees, agents, 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 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, employees, agents, 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 following provisions shall apply if the professional liability coverages are written on a
claims-made form:
a. The retroactive date of the policy must be shown and must be before the date of
the Agreement.
b. Insurance must be maintained and evidence of insurance must be provided for at
least five years after completion of the Agreement or the work, so long as
commercially available at reasonable rates.
c. If coverage is canceled or not renewed and it is not replaced with another claims-
made policy form with a retroactive date that precedes the date of this
Agreement, Consultant must provide extended reporting coverage for a minimum
of five years after completion of the Agreement or the work. The City shall have
the right to exercise, at the Consultant’s sole cost and expense, any extended
reporting provisions of the policy, if the Consultant cancels or does not renew the
coverage.
d. A copy of the claim reporting requirements must be submitted to the City prior to
the commencement of any work under this Agreement.
4.4 All Policies Requirements.
4.4.1 Acceptability of insurers. All insurance required by this section is to be placed with
insurers with a Bests' rating of no less than A:VII.
4.4.2 Verification of coverage. Prior to beginning any work under this Agreement, Consultant
shall furnish City with certificates of insurance and with original endorsements effecting
coverage required herein. The certificates and endorsements for each insurance policy
are to be signed by a person authorized by that insurer to bind coverage on its behalf.
The City reserves the right to require complete, certified copies of all required insurance
policies and endorsements. Failure to exercise this right shall not constitute a waiver of
right to exercise later.
4.4.3 Subcontractors. Consultant agrees to include with all subcontractors in their subcontract
the same requirements and provisions of this Agreement including the Indemnification
and Insurance requirements to the extent they apply to the scope of the Subcontractor’s
work. Subcontractors hired by Consultant agree to be bound to Consultant and the City in
the same manner and to the same extent as Consultant is bound to the City under the
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 (if agreed to in a
written contract or agreement) before City’s own insurance or self-insurance shall be
called upon to protect City as a named insured.
4.4.7 Notice of Reduction in Coverage. In the event that any coverage required by this
section is reduced, limited, or materially affected in any other manner, Consultant shall
provide written notice to City at Consultant’s earliest possible opportunity and in no case
later than five days after Consultant is notified of the change in coverage.
4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide or
maintain any insurance policies or policy endorsements to the extent and within the time herein
required, City may, at its sole option exercise any of the following remedies, which 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 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 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.
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, 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.
10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall
apply to and bind the successors and assigns of the parties.
10.6 Use of Recycled Products. Consultant shall prepare and submit all reports, written studies and
other printed material on recycled paper to the extent it is available at equal or less cost than virgin
paper.
10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the
corporate limits of City or whose business, regardless of location, would place Consultant in a
“conflict of interest,” as that term is defined in the Political Reform Act, codified at California
Government Code Section 81000 et seq.
Consultant shall not employ any City official in the work performed pursuant to this Agreement. No
officer or employee of City shall have any financial interest in this Agreement that would violate
California Government Code Sections 1090 et seq.
Consultant hereby warrants that it is not now, nor has it been in the previous twelve (12) months,
an employee, agent, appointee, or official of the City. If Consultant was an employee, agent,
appointee, or official of the City in the previous twelve months, Consultant warrants that it did not
participate in any manner in the forming of this Agreement. Consultant understands that, if this
Agreement is made in violation of Government Code §1090 et.seq., the entire Agreement is void
and Consultant will not be entitled to any compensation for services 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.
Principals and those performing work for City of Dublin may be required to submit a California Fair
Political Practices Commission (FPPC) Form 700: Statement of Economic Interests documenting
EXHIBIT A
SCOPE OF SERVICES
Environmental Analysis and Documentation
Provide a full range of environmental analysis and documentation services which includes, but is not limited to the
following:
• Implement the California Environmental Quality Act (CEQA) and preparing a variety of different
environmental documents, including but not limited to Initial Studies, Negative Declarations, Mitigated
Negative Declarations, Addendums, Supplement Environmental Impact Reports, Environmental Impacts
Reports, and Mitigation and Monitoring Programs.
• Prepare clear, concise, legally defensible environmental analysis and documentation in accordance with
State CEQA Guidelines and the City of Dublin CEQA Guidelines.
• Provide a full range of technical studies, as appropriate based on the project, to complete an environmental
impact analysis in accordance with CEQA.
• Prepare CEQA documents that meet the legal requirements, are reader-friendly and allow the City to easily
implement the document.
• Provide on-call services in a variety of technical areas related to natural resources in order to assist staff
with project implementation, mitigation monitoring, and project review.
• Attend coordination meetings, as necessary, with staff and the applicant in the office and on the project site.
CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF DUBLIN AND
KLUBER & ASSOCIATES
This Agreement is made and entered into between the City of Dublin ("City") and Kluber & Associates (“Consultant”)
as of July 20, 2016 (the “Effective Date”). In consideration of their mutual covenants, the parties hereto agree as
follows:
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, 2019, and Consultant shall complete the work described in Exhibit A [as assigned
by Task Order] 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 conformance with standards of quality normally observed by
a person practicing in Consultant's profession, for similar services, under similar
circumstance, in the same locality and at the same time services are provided.
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 for services outlined in Exhibit A in
accordance with the hourly rate schedule attached hereto as Exhibit B. In the event of a conflict between this
Agreement and scope of work, 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 Consultant’s estimated costs of providing the services required hereunder, including salaries and
benefits of employees and subcontractors of Consultant. Consequently, the parties further agree that compensation
hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and
its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions
beyond compensation required under this Agreement.
2.1 Invoices. Consultant shall submit invoices, not more often than once a month during the term of
this Agreement, based on the cost for services performed and reimbursable costs incurred prior to
the invoice date. No individual performing work under this Contract shall bill more than 2,000
hours in a fiscal year unless approved, in writing, by the City Manager or his/her designee. 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 copy of the applicable time entries or time sheets shall be submitted showing the
following:
o Daily logs of total hours worked by each individual performing work under this
Contract
o Hours must be logged in increments of tenths of an hour or quarter hours
o If this Contract covers multiple projects, all hours must also be logged by project
assignment
o A brief description of the work, and each reimbursable expense
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;
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 in accordance with this agreement, and for authorized reimbursable costs
incurred. City shall have 30 days from the receipt of an invoice that complies with all of the
requirements above to pay Consultant.
2.3 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.
2.4 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the
amounts shown on the fee schedule set forth on the compensation schedule attached as Exhibit B.
2.5 Reimbursable Expenses. Reimbursable expenses, if any, are set forth in Exhibit B. Expenses not
listed in Exhibit B are not chargeable to City. Expenses not listed in Exhibit B are not chargeable to
City.
2.6 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes
incurred under this Agreement and any similar federal or state taxes.
2.7 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 rendered in conformance with this agreement 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.
2.8 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.
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 Code. Determination of whether a self-insurance
program meets the standards of the Labor Code shall be solely in the discretion of the Contract
Administrator. The insurer, if insurance is provided, or the Consultant, if a program of self-
insurance is provided, shall waive all rights of subrogation against the City and its officers,
employees, agents, 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 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, employees, agents, 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 following provisions shall apply if the professional liability coverages are written on a
claims-made form:
a. The retroactive date of the policy must be shown and must be before the date of
the Agreement.
b. Insurance must be maintained and evidence of insurance must be provided for at
least five years after completion of the Agreement or the work, so long as
commercially available at reasonable rates.
c. If coverage is canceled or not renewed and it is not replaced with another claims-
made policy form with a retroactive date that precedes the date of this
Agreement, Consultant must provide extended reporting coverage for a minimum
of five years after completion of the Agreement or the work. The City shall have
the right to exercise, at the Consultant’s sole cost and expense, any extended
reporting provisions of the policy, if the Consultant cancels or does not renew the
coverage.
d. A copy of the claim reporting requirements must be submitted to the City prior to
the commencement of any work under this Agreement.
4.4 All Policies Requirements.
4.4.1 Acceptability of insurers. All insurance required by this section is to be placed with
insurers with a Bests' rating of no less than A:VII.
4.4.2 Verification of coverage. Prior to beginning any work under this Agreement, Consultant
shall furnish City with certificates of insurance and with original endorsements effecting
coverage required herein. The certificates and endorsements for each insurance policy
are to be signed by a person authorized by that insurer to bind coverage on its behalf.
The City reserves the right to require complete, certified copies of all required insurance
policies and endorsements. Failure to exercise this right shall not constitute a waiver of
right to exercise later.
4.4.3 Subcontractors. Consultant agrees to include with all subcontractors in their subcontract
the same requirements and provisions of this Agreement including the Indemnification
and Insurance requirements to the extent they apply to the scope of the Subcontractor’s
work. Subcontractors hired by Consultant agree to be bound to Consultant and the City in
the same manner and to the same extent as Consultant is bound to the City under the
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 (if agreed to in a
written contract or agreement) before City’s own insurance or self-insurance shall be
called upon to protect City as a named insured.
4.4.7 Notice of Reduction in Coverage. In the event that any coverage required by this
section is reduced, limited, or materially affected in any other manner, Consultant shall
provide written notice to City at Consultant’s earliest possible opportunity and in no case
later than five days after Consultant is notified of the change in coverage.
4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide or
maintain any insurance policies or policy endorsements to the extent and within the time herein
required, City may, at its sole option exercise any of the following remedies, which 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 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 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.
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, 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.
10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall
apply to and bind the successors and assigns of the parties.
10.6 Use of Recycled Products. Consultant shall prepare and submit all reports, written studies and
other printed material on recycled paper to the extent it is available at equal or less cost than virgin
paper.
10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the
corporate limits of City or whose business, regardless of location, would place Consultant in a
“conflict of interest,” as that term is defined in the Political Reform Act, codified at California
Government Code Section 81000 et seq.
Consultant shall not employ any City official in the work performed pursuant to this Agreement. No
officer or employee of City shall have any financial interest in this Agreement that would violate
California Government Code Sections 1090 et seq.
Consultant hereby warrants that it is not now, nor has it been in the previous twelve (12) months,
an employee, agent, appointee, or official of the City. If Consultant was an employee, agent,
appointee, or official of the City in the previous twelve months, Consultant warrants that it did not
participate in any manner in the forming of this Agreement. Consultant understands that, if this
Agreement is made in violation of Government Code §1090 et.seq., the entire Agreement is void
and Consultant will not be entitled to any compensation for services 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.
Principals and those performing work for City of Dublin may be required to submit a California Fair
Political Practices Commission (FPPC) Form 700: Statement of Economic Interests documenting
potential financial conflicts of interest. For additional information, proposers should refer to the
FPPC website at http://www.fppc.ca.gov/Form700.html.
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:
Kluber & Associates
Frank Kluber
819 Marina Vista
Martinez, CA 94553
Any written notice to City shall be sent to:
City of Dublin
Jeff Baker, Assistant Community Development Director
100 Civic Plaza
Dublin, CA 94568
10.11 Integration. This Agreement, including Exhibits A and B represents the entire and integrated
agreement between City and Consultant and supersedes all prior negotiations, representations, or
agreements, either written or oral.
IN WITNESS HEREOF, the parties have caused their authorized representatives to execute this
Agreement on the ____ day of ______________, 20___.
EXHIBIT A
SCOPE OF SERVICES
Landscape Design Review
Provide a full range of landscape review services which includes, but is not limited to the following:
• Review and evaluate conceptual landscape plans and provide constructive design critique of those plans.
• Perform technical review of landscape construction documents.
• Review landscape plans for conformance with applicable local and state regulations, including the Water
Efficient Landscape Ordinance.
• Review landscape plans in coordination with site and civil improvements plans.
• Write memorandums summarizing plan review comments.
• Attend coordination meetings, as necessary, with staff and the applicant in the office and on the project site.
• Perform field inspections of projects under construction.
.
EXHIBIT B
COMPENSATION SCHEDULE
The following rates include all reimbursable or indirect costs. No other expenses are chargeable to the City.
Principal $165/hour
Associate/Plan Checker $145/hour
Designer $125/hour
CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF DUBLIN AND LOEWKE PLANNING ASSOCIATES
This Agreement is made and entered into between the City of Dublin ("City") and Loewke Planning Associates
(“Consultant”) as of July 20, 2016 (the “Effective Date”). In consideration of their mutual covenants, the parties
hereto agree as follows:
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, 2019, and Consultant shall complete the work described in Exhibit A [as assigned
by Task Order] 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 conformance with standards of quality normally observed by
a person practicing in Consultant's profession, for similar services, under similar
circumstance, in the same locality and at the same time services are provided.
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 for services outlined in Exhibit A in
accordance with the hourly rate schedule attached hereto as Exhibit B. In the event of a conflict between this
Agreement and scope of work, 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 Consultant’s estimated costs of providing the services required hereunder, including salaries and
benefits of employees and subcontractors of Consultant. Consequently, the parties further agree that compensation
hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and
its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions
beyond compensation required under this Agreement.
2.1 Invoices. Consultant shall submit invoices, not more often than once a month during the term of
this Agreement, based on the cost for services performed and reimbursable costs incurred prior to
the invoice date. No individual performing work under this Contract shall bill more than 2,000
hours in a fiscal year unless approved, in writing, by the City Manager or his/her designee. 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 copy of the applicable time entries or time sheets shall be submitted showing the
following:
o Daily logs of total hours worked by each individual performing work under this
Contract
o Hours must be logged in increments of tenths of an hour or quarter hours
o If this Contract covers multiple projects, all hours must also be logged by project
assignment
o A brief description of the work, and each reimbursable expense
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;
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 in accordance with this agreement, and for authorized reimbursable costs
incurred. City shall have 30 days from the receipt of an invoice that complies with all of the
requirements above to pay Consultant.
2.3 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.
2.4 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the
amounts shown on the fee schedule set forth on the compensation schedule attached as Exhibit B.
2.5 Reimbursable Expenses. Reimbursable expenses, if any, are set forth in Exhibit B. Expenses not
listed in Exhibit B are not chargeable to City. Expenses not listed in Exhibit B are not chargeable to
City.
2.6 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes
incurred under this Agreement and any similar federal or state taxes.
2.7 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 rendered in conformance with this agreement 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.
2.8 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.
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 Code. Determination of whether a self-insurance
program meets the standards of the Labor Code shall be solely in the discretion of the Contract
Administrator. The insurer, if insurance is provided, or the Consultant, if a program of self-
insurance is provided, shall waive all rights of subrogation against the City and its officers,
employees, agents, 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 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, employees, agents, 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 following provisions shall apply if the professional liability coverages are written on a
claims-made form:
a. The retroactive date of the policy must be shown and must be before the date of
the Agreement.
b. Insurance must be maintained and evidence of insurance must be provided for at
least five years after completion of the Agreement or the work, so long as
commercially available at reasonable rates.
c. If coverage is canceled or not renewed and it is not replaced with another claims-
made policy form with a retroactive date that precedes the date of this
Agreement, Consultant must provide extended reporting coverage for a minimum
of five years after completion of the Agreement or the work. The City shall have
the right to exercise, at the Consultant’s sole cost and expense, any extended
reporting provisions of the policy, if the Consultant cancels or does not renew the
coverage.
d. A copy of the claim reporting requirements must be submitted to the City prior to
the commencement of any work under this Agreement.
4.4 All Policies Requirements.
4.4.1 Acceptability of insurers. All insurance required by this section is to be placed with
insurers with a Bests' rating of no less than A:VII.
4.4.2 Verification of coverage. Prior to beginning any work under this Agreement, Consultant
shall furnish City with certificates of insurance and with original endorsements effecting
coverage required herein. The certificates and endorsements for each insurance policy
are to be signed by a person authorized by that insurer to bind coverage on its behalf.
The City reserves the right to require complete, certified copies of all required insurance
policies and endorsements. Failure to exercise this right shall not constitute a waiver of
right to exercise later.
4.4.3 Subcontractors. Consultant agrees to include with all subcontractors in their subcontract
the same requirements and provisions of this Agreement including the Indemnification
and Insurance requirements to the extent they apply to the scope of the Subcontractor’s
work. Subcontractors hired by Consultant agree to be bound to Consultant and the City in
the same manner and to the same extent as Consultant is bound to the City under the
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 (if agreed to in a
written contract or agreement) before City’s own insurance or self-insurance shall be
called upon to protect City as a named insured.
4.4.7 Notice of Reduction in Coverage. In the event that any coverage required by this
section is reduced, limited, or materially affected in any other manner, Consultant shall
provide written notice to City at Consultant’s earliest possible opportunity and in no case
later than five days after Consultant is notified of the change in coverage.
4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide or
maintain any insurance policies or policy endorsements to the extent and within the time herein
required, City may, at its sole option exercise any of the following remedies, which 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 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 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.
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, 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.
10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall
apply to and bind the successors and assigns of the parties.
10.6 Use of Recycled Products. Consultant shall prepare and submit all reports, written studies and
other printed material on recycled paper to the extent it is available at equal or less cost than virgin
paper.
10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the
corporate limits of City or whose business, regardless of location, would place Consultant in a
“conflict of interest,” as that term is defined in the Political Reform Act, codified at California
Government Code Section 81000 et seq.
Consultant shall not employ any City official in the work performed pursuant to this Agreement. No
officer or employee of City shall have any financial interest in this Agreement that would violate
California Government Code Sections 1090 et seq.
Attest:
____________________________
Caroline Soto, City Clerk
Approved as to Form:
____________________________
John Bakker, City Attorney
EXHIBIT A
SCOPE OF SERVICES
Contract Planning Services
Provide a full range of contract planning services which includes, but is not limited to the following:
• Serve as the project manager on assigned planning projects while protecting the interests of the City and its
residents. This could include managing projects from the planning entitlement phase through construction or
some portion thereof.
• Perform technical review and evaluation of a wide variety of land development, subdivision, building permit
and use permit applications.
• Process development applications in accordance with local policies and ordinances, make
recommendations, and enforce mitigation monitoring and compliance with City ordinances.
• Prepare written project analyses and reports including identifying appropriate land use policy, design, fiscal
issues and environmental requirements.
• Conduct site inspections to determine if projects are in compliance with laws, regulations, conditions of
approval, ordinances, and make recommendations regarding changes.
• Prepare and update various planning documents such as the City’s General Plan, specific plans,
ordinances, resolutions, codes, and related planning studies and reports.
• Provide technical advice and make clear, well organized presentations on-site, off-site and at day and
evening meetings.
• Manage sub-consultants in the preparation of project analysis, including environmental consultants.
.
EXHIBIT B
COMPENSATION SCHEDULE
The following rates include all reimbursable or indirect costs. No other expenses are chargeable to the City.
President/Principal: $210/hour
Vice President: $150/hour
CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF DUBLIN AND LSA
This Agreement is made and entered into between the City of Dublin ( "City ") and LSA ( "Consultant ") as of July 20,
2016 (the "Effective Date "). In consideration of their mutual covenants, the parties hereto agree as follows:
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, 2019, 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
conformance with standards of quality normally observed by a person practicing in Consultant's
profession, for similar services, under similar circumstance, in the same locality and at the same
time services are provided.
13 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.
II A 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 for services outlined in Exhibit A in
accordance with a project specific scope and budget (Consultant's proposal) as approved by Task Order. In the
event of a conflict between this Agreement and the Task Order, 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 Consultant's estimated costs of providing the services required hereunder, including salaries and
benefits of employees and subcontractors of Consultant. Consequently, the parties further agree that compensation
hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and
its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions
beyond compensation required under this Agreement.
2.1 Invoices. Consultant shall submit invoices, not more often than once a month during the term of
this Agreement, based on the cost for services performed and reimbursable costs incurred prior to
the invoice date. Invoices shall contain the following information:
■ Serial identifications of progress bills; i.e., Progress Bill No.1 for the first invoice, etc.;
• The beginning and ending dates of the billing period;
■ If this Contract covers multiple projects, all tasks must also be logged by project
assignment;
• A brief description of the work, and each reimbursable expense;
■ A Task Summary by project 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;
■ The Consultant's signature.
22 Monthly Payment. City shall make monthly payments, based on invoices received, for services
satisfactorily performed in accordance with this agreement, 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.
23 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.
294 Reserved
295 Reimbursable Expenses. Reimbursable expenses, if any, shall be as set forth in Consultant's
project specific scope and budget (Consultants proposal) as approved by Task Order. Expenses
not listed in Consultant's proposal are not chargeable to City. Reimbursable expenses are
included in the total amount of compensation provided under this Agreement that shall not be
exceeded.
2.6 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes
incurred under this Agreement and any similar federal or state taxes.
2.7 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 rendered in conformance with this agreement 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.
2.8 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, IongAistance 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.
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 010412. 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.
491 Workers' Compensation. Consultant shall, at its sole cost and expense, maintain Statutory
Workers' Compensation Insurance and Employer's Liability Insurance for any and all persons
employed directly or indirectly by Consultant. The Statutory Workers' Compensation Insurance
and Employer's Liability Insurance shall be provided with limits of not less than ONE MILLION
DOLLARS ($1,000,000.00) per accident. In the alternative, Consultant may rely on a self -
insurance program to meet those requirements, but only if the program of self - insurance complies
fully with the provisions of the California Labor Code. Determination of whether a self - insurance
program meets the standards of the Labor Code shall be solely in the discretion of the Contract
Administrator. The insurer, if insurance is provided, or the Consultant, if a program of self -
insurance is provided, shall waive all rights of subrogation against the City and its officers,
employees, agents, 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.
442 Commercial General and Automobile Liability Insurance.
421 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.
422 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, employees, agents, 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.
43 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.
4.301 Any deductible or self - insured retention shall not exceed $150,000 per claim.
463.2 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.
433 The following provisions shall apply if the professional liability coverages are written on a
claims -made form:
a. The retroactive date of the policy must be shown and must be before the date of
the Agreement.
b. Insurance must be maintained and evidence of insurance must be provided for at
least five years after completion of the Agreement or the work, so long as
commercially available at reasonable rates.
c. If coverage is canceled or not renewed and it is not replaced with another claims -
made policy form with a retroactive date that precedes the date of this
Agreement, Consultant must provide extended reporting coverage for a minimum
of five years after completion of the Agreement or the work. The City shall have
the right to exercise, at the Consultant's sole cost and expense, any extended
reporting provisions of the policy, if the Consultant cancels or does not renew the
coverage.
d. A copy of the claim reporting requirements must be submitted to the City prior to
the commencement of any work under this Agreement.
4.4 All Policies Requirements.
4.4.1 Acceptability of insurers. All insurance required by this section is to be placed with
insurers with a Bests' rating of no less than A:VII.
4.4.2 Verification of coverage. Prior to beginning any work under this Agreement, Consultant
shall furnish City with certificates of insurance and with original endorsements effecting
coverage required herein. The certificates and endorsements for each insurance policy
are to be signed by a person authorized by that insurer to bind coverage on its behalf.
The City reserves the right to require complete, certified copies of all required insurance
policies and endorsements. Failure to exercise this right shall not constitute a waiver of
right to exercise later.
4.4.3 Subcontractors. Consultant agrees to include with all subcontractors in their subcontract
the same requirements and provisions of this Agreement including the Indemnification
and Insurance requirements to the extent they apply to the scope of the Subcontractor's
work. Subcontractors hired by Consultant agree to be bound to Consultant and the City in
the same manner and to the same extent as Consultant is bound to the City under the
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.
4.494 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
I
nsurance shall contain or be endorsed to contain a provision that such coverage shall
also apply on a primary and non - contributory basis for the benefit of City (if agreed to in a
written contract or agreement) before City's own insurance or self - insurance shall be
called upon to protect City as a named insured.
4.4.7 Notice of Reduction in Coverage. In the event that any coverage required by this
section is reduced, limited, or materially affected in any other manner, Consultant shall
provide written notice to City at Consultant's earliest possible opportunity and in no case
later than five days after Consultant is notified of the change in coverage.
4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide or
maintain any insurance policies or-policy endorsements to the extent and within the time herein
required, City may, at its sole option exercise any of the following remedies, which 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 right to control
Consultant only insofar as the results of Consultants 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.
692 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.
71 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with all laws
applicable to the performance of the work hereunder.
73 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.
U 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.
891 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 I A . 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.
83 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.
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.
896 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;
8.692 Retain the plans, specifications, drawings, reports, design documents, and any other work
product prepared by Consultant pursuant to this Agreement;
8.63 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.
961 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.
91 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.
993 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 attomeys' 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
Califomia.
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 tens 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.
Consultant shall not employ any City official in the work pedonned pursuant to this Agreement. No
officer or employee of City shall have any financial interest in this Agreement that would violate
California Govemment Code Sections 1090 at seq.
Consultant hereby warrants that it is not now, nor has it been in the previous twelve (1 2) 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 etseq., 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.
Pdncipals and those performing work for City of Dublin may be required to submit a California Fair
Political Practices Commission (FPPC) Form 700: Statement of Economic Interests documenting
potential financial conflicts of interest. For additional information, proposers should refer to the
FPPC website at htto:l /w .fppc.ca.gov /Fon700.html.
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:
LSA
Steven Ross
157 Park Place
Point Richmond, CA 94801
Any written notice to City shall be sent to:
The City of Dublin
Jeff Baker, Assistant Community Development Director
100 Civic Plaza
Dublin, CA 94568
10.11 Integration. This Agreement, including Exhibit A represents the entire and integrated agreement
between City and Consultant and supersedes all prior negotiations, representations, or
agreements, either written or oral.
IN WITNESS HEREOF, the parties have caused their authorized representatives to execute this
Agreement on the 1�t day of July, 2016.
CITY OF DUBLIN CONSULTANT
Christopher L. Foss, City Manager
Attest:
Caroline Soto, City Clerk
Approved as to Form:
John Bakker, City Attorney
TIM Lacy, Nneipal
EXHIBIT A
SCOPE OF SERVICES
Environmental Analysis and Documentation
Provide a full range of environmental analysis and documentation services which includes, but is not limited to the
following:
• Implement the California Environmental Quality Act (CEQA) and preparing a variety of different
environmental documents, including but not limited to Initial Studies, Negative Declarations, Mitigated
Negative Declarations, Addendums, Supplement Environmental Impact Reports, Environmental Impacts
Reports, and Mitigation and Monitoring Programs.
• Prepare clear, concise, legally defensible environmental analysis and documentation in accordance with
State CEQA Guidelines and the City of Dublin CEQA Guidelines.
• Provide a full range of technical studies, as appropriate based on the project, to complete an environmental
impact analysis in accordance with CEQA.
• Prepare CEQA documents that meet the legal requirements, are reader- friendly and allow the City to easily
implement the document.
• Provide on -call services in a variety of technical areas related to natural resources in order to assist staff
with project implementation, mitigation monitoring, and project review.
• Attend coordination meetings, as necessary, with staff and the applicant in the office and on the project site.
Biological Resource Analysis and Documentation
Provide a full range of biological resource analysis and documentation services which includes, but is not limited to
the following.
• Provide a full range of services in the field of biological resource analysis.
• Conduct field inspections and provide technical expertise, opinions and feedback regarding site specific
biological resources.
• Perform technical review and evaluation of land development and use permit applications for impacts to
biological resources.
• Prepare written analyses and reports that identify impacts to biological resources, propose mitigation
measures and/or alternatives to reduce /eliminate those impacts, as appropriate.
• Prepare written analysis and reports that help decision makers understand the impacts to biological
resources associated with development and use permit applications.
• Attend coordination meetings, as necessary, with staff and the applicant in the office and on the project site.
• Monitor projects for compliance with approved development plans and mitigation measures to
reduce /eliminate impacts to biological resources.
Acoustical Analysis
Provide a full range of technical expertise in the field of acoustical analysis which includes, but is not limited to the
following:
• Conduct field inspections and provide technical expertise, opinions and feedback regarding site specific
issues related to project specific noise impacts.
• Perform technical review and evaluation of land development and use permit applications for noise impacts.
• Prepare written analyses and reports that identify impacts, propose measures to mitigate and /or alternatives
to reduce /eliminate those impacts, as appropriate.
• Prepare written analysis and reports that help decision makers understand the noise impacts associated
with development and use permit applications.
• Attend coordination meetings, as necessary, with staff and the applicant in the office and on the project site.
s�
DUBLIN
c A Li FOR H I A
THE NEW
AMERICAN
BACKYARD
City Council
925.833.6650
City Manager
925.833.6650
Community Development
925.933.6610
Economic Development
925.8335650
Finance/IT
9'S833 5,40
Fire Prevention
925 633.5605
Human Resources
52581_;605
Parks & Community Services
915.333.6645
Police
9?5.U3.6670
Public Works
9258316630
100 Civic Plaza
Dublin, CA 94568
P 925.833.6650
F 925.833.6651
w dublin.ca.gov
Date: April 22, 2016
Project Title: Request for Qualifications — On -Call Contract
Planning Services
Description: The City of Dublin invites firms to submit
qualifications to provide contract planning services.
The City of Dublin Community Development
Departments seeks to update our on -call contract
planning resources and establish a new list of
qualified consultants to provide services on an as
needed basis. The City is requesting firms to
submit qualifications to provide on -call contract
services to the Planning Division in the following
Service Categories: A) contract planning services;
B) landscape design review; C) architectural design
review; D) arboricultural services; E) acoustical
analysis; F) biological resource analysis and
documentation; and G) environmental analysis and
documentation. Please refer to the attached
Request for Qualifications for complete details and
submittal requirements.
Proposal Due: Wednesday, May 18, 2016 at 12 noon
Interviews: Week of June 6, 2016 (Tentative)
Contract Awarded: June 28, 2016 (Tentative)
Contact: Jeff Baker
Assistant Community Development Director
City of Dublin
100 Civic Plaza
Dublin, CA 94568
925 - 833 -6610
ieff baker(a�dublin.ca.aov
The City of Dublin reserves the right to reject ony and all proposals
Request for Qualifications
On -Call Planning Services
City of Dublin Community Development Department
TABLE OF CONTENTS
1. Introduction
2. Scope of Services
3. Submittal Requirements
4, Selection Process
5. Selection Schedule
Attachments:
A. Scope of Environmental Analysis
B. Standard Consulting Services Agreement
1. Introduction
The City of Dublin is located at the intersection of Highways 1.580 and 1 -680 in eastern
Alameda County. The City was incorporated in 1982 and has a current population of
approximately 53,000 people. Over the past twenty years Dublin has gone through a
rapid growth cycle, with much of that growth focused on the undeveloped land in eastern
Dublin. The City is also experiencing red evelopmentlrevitalization of the commercial
core, and transit oriented development around the City's two Bay Area Rapid Transit
(BART) stations. The City has successfully utilized on -call contract services to augment
staff in order to help manage fluctuations in workload.
The Planning Division is looking to update its on -call contract planning resources and
establish a new list of qualified consultants to provide services on an as needed basis.
The City is requesting firms to submit qualifications to provide on -call contract services to
the Planning Division in the following Service Categories: A) contract planning services;
B) landscape design review; C) architectural design review; D) arboricultural services; E)
acoustical analysis; F) biological resource analysis and documentation; and G)
environrental analysis and documentation.
2. Scope of Services
Selected firms could provide on -call contract planning services as requested by the City
during the 3 -year term of the agreement. These services shall be provided in a prompt,
professional; and workmanlike manner in accordance with the standards of the planning
profession. All work, unless otherwise specified, shall be performed on a time and
materials basis, and completed to the satisfaction of the Assistant Community
Development Director. Work shall be completed within the time periods allocated, or as
mutually agreed to at the beginning of each assignment.
Firms desiring
consideration
in more
than one Service Category shall provide a
separate response
to this RFQ
for each
individual category.
Service Categories
A. Contract Planning Services
1. Serve as an extension of staff and function as the project manager on assigned
planning projects while protecting the interests of the City and its residents
throughout the life of each assigned development project. This could include
managing projects from the planning entitlement phase through construction.
2. Perform technical review and evaluation of a wide variety of land development,
subdivision, building permit and use permit applications.
3. Process development applications in accordance with local policies and
ordinances, make recommendations, and enforce mitigation monitoring and
compliance with City ordinances.
4. Prepare written project analyses and reports including identifying appropriate
land use policy, design, fiscal issues and environmental requirements.
5. Conduct site inspections to determine if projects are in compliance with laws,
regulations, conditions of approval, ordinances, and make recommendations
regarding changes.
6. Prepare and update various planning documents such as the City's General
Plan, specific plans, ordinances, resolutions, codes, and related planning
studies and reports.
7. Provide technical advice and make clear, well organized presentations on -site,
off -site and at day and evening meetings.
8. Manage sub - consultants in the preparation of project analysis, including
environmental consultants.
9. Communicate effectively both orally and in written form.
10. Exhibit a strong commitment to customer service and interactive team
participation.
B. Landscape Design Review
1. Review and evaluate conceptual landscape plans and provide constructive
design critique of those plans.
2. Perform technical review of landscape construction documents.
3. Review landscape plans for conformance with applicable local and state
regulations, including the Water Efficient Landscape Ordinance.
4. Review landscape plans in coordination with site and civil improvements plans.
50 Write memorandums summarizing plan. review comments.
60 Attend coordination meetings, as necessary, with staff and the applicant in the
office and on the project site.
7. Perform field inspections of projects under construction.
8. Communicate effectively both orally and in written form.
9. Exhibit a strong commitment to customer service and interactive team
participation.
C. Architectural Design Review
1. Review and evaluate conceptual architectural plans and provide constructive
design critique of those plans.
29 Perform technical review of construction documents.
3. Write memorandums summarizing plan review comments.
46 Attend coordination meetings, as necessary, with staff and the applicant in the
office and on the project site.
5. Communicate effectively both orally and in written form.
60 Exhibit a strong commitment to customer service and interactive team
participation.
D. Arboricultural Services
1. Provide a full range of arboricultural services.
2. Perform technical review and evaluation of land development applications for
impacts to existing trees, plants and shrubs.
3. Conduct field inspections and provide technical expertise, opinions and
feedback regarding site specific issues related to existing trees, plants and
shrubs.
4. Prepare written analyses and reports that identify impacts, propose measures
to mitigate and/or alternatives to reduce /eliminate those impacts, as
appropriate.
5. Prepare written analysis and reports that help decision makers understand the
development impacts to existing trees, plants and shrubs.
6. Attend coordination meetings, as necessary, with staff and the applicant in the
office and on the project site.
7. Monitor development projects for compliance with approved development plans
and mitigation measures to reduce /eliminate impacts to existing trees, plants
and shrubs.
8. Communicate effectively both orally and in written form.
9. Exhibit a strong commitment to customer service and interactive team
participation.
E. Acoustical Analysis
1. Provide a full range of technical expertise in the field of acoustical analysis.
20 Conduct field inspections and provide technical expertise, opinions and
feedback regarding site specific issues related to project specific noise impacts.
39 Perform technical review and evaluation of land development and use permit
applications for noise impacts.
40 Prepare written analyses and reports that identify impacts, propose measures
to mitigate and /or alternatives to reduce /eliminate those impacts, as
appropriate.
5. Prepare written analysis and reports that help decision makers understand the
noise impacts associated with development and use permit applications.
6. Attend coordination meetings, as necessary, with staff and the applicant in the
office and on the project site.
7. Monitor projects for compliance with approved development plans and
mitigation measures to reduce /eliminate noise impacts.
8. Communicate effectively both orally and in written form.
9. Exhibit a strong commitment to customer service and interactive team
participation.
F. Biological Resource Analysis and Documentation
1. Provide a full range of services in the field of biological resource analysis.
2. Demonstrated experience implementing the California Environmental Quality
Act (CEQA).
3. Conduct field inspections and provide technical expertise, opinions and
feedback regarding site specific biological resources.
4. Perform technical review and evaluation of land development and use permit
applications for impacts to biological resources.
5. Prepare written analyses and reports that identify impacts to biological
resources, propose mitigation measures and /or alternatives to reduce /eliminate
those impacts, as appropriate.
6. Prepare written analysis and reports that help decision makers understand the
impacts to biological resources associated with development and use permit
applications.
7. Attend coordination meetings, as necessary, with staff and the applicant in the
office and on the project site.
8. Monitor projects for compliance with approved development plans and
mitigation measures to reduce /eliminate impacts to biological resources.
9. Communicate effectively both orally and in written form.
10. Exhibit a strong commitment to customer service and interactive team
participation.
G. Environmental Analysis and Documentation
1. Demonstrated expertise implementing the California Environmental Quality Act
(CEQA) and preparing a variety of different environmental documents, including
but not limited to Initial Studies, Negative Declarations, Mitigated Negative
Declarations, Addendums, Supplement Environmental Impact Reports,
Environmental Impacts Reports, and Mitigation and Monitoring Programs.
2. Prepare clear, concise, legally defensible environmental analysis and
documentation in accordance with State CEQA Guidelines and the City of
Dublin CEQA Guidelines.
38 Provide a full range of technical studies, as appropriate based on the project, to
complete an environmental impact analysis in accordance with CEQA.
44 Prepare CEQA documents that meet the legal requirements, are reader - friendly
and allow the City to easily implement the document.
5. Prepare administrative draft documents for internal review, draft documents for
public review and comment, response to comments and final documents,
including mitigation and monitoring programs.
64 Provide a scope and budget for the preparation of environmental documents in
accordance with Attachment A to this RFQ.
7. Provide on -call services in a variety of technical areas related to natural
resources in order to assist staff with project implementation, mitigation
monitoring, and project review.
8. Attend coordination meetings, as necessary, with staff and the applicant in the
office and on the project site.
9. Communicate effectively both orally and in written form.
100 Exhibit a strong commitment to customer service and interactive team
participation.
SECTION 3 - SUBMITTAL REQUIREMENTS
Please prepare and organize your submittal based on the requirements provided below. Any
other information you would like to include should be placed in a separated section at the back
of your submittal. Please note however that the submittal is limited to 10 pages maximum
(excluding resumes), and should be submitted on 8 '/2 x 11 paper, in 12 -point font. Please
submit four cop ies and a Pdf of your proposal per Service Category.
r
1. Enclose a cover letter not to exceed one page per Service Category, describing the
firm's interest and commitment to perform on -call planning services. The person
authorized by the firm to negotiate a contract with the City of Dublin shall sign the cover
letter.
2. State the qualifications and experience of the firm /individual(s). Please emphasize the
specific qualifications and experience with engagements of similar scope and
complexity.
3. Provide at least three references (names and current phone numbers) from recent work
(previous five years) similar to the service categories your firm is interested in providing.
Include a brief description of the role associated with the reference, and the role of the
respective team member.
4. List key staff members, including identification of the Principal -in- Charge and Project
Manager /primary point -of- contact, and applicable licenses and /or certifications.
56 Include an organization chart, including those who may take a role in providing services
to the City.
6. Please provide confirmation acknowledging the following conflict of interest provisions:
Conflict of Interest
Proposer agrees that, for the term of this contract, no member, officer or employee of
the City of Dublin, or of a public body within Alameda County or member or delegate to
the Congress of the United States, during his /her tenure or for one year thereafter, shall
have any direct interest in the contracts or any direct or material benefit arising
therefrom.
Proposers must provide a list of any potential conflicts of interest in working for the City
of Dublin. This must include, but is not limited to, a list of your firm's clients who are the
following: Private clients located or operating within the City of Dublin limits, Dublin San
Ramon Service District, US Army Camp Parks and /or the County of Alameda, and a
brief description of work for these clients. Proposers must also identify any other clients
that may pose a potential conflict of interest, as well as a brief description of work you
provide to these clients.
This list must include all potential conflicts of interest within the year prior to the release
of this RFP as well as current and future commitments to other projects.
Principals and those performing work for City of Dublin may be required to submit a
California Fair Political Practices Commission (FPPC) Form 700: Statement of
Economic Interests documenting potential financial conflicts of interest. For additional
information, proposers should refer to the FPPC website at
www.fppc.ca.gov /index.php ?id =500.
7. Provide confirmation of your firm's ability to meet the City's standard Services
Agreement, including insurance requirements (Attachment B). Exceptions to the
Agreement and insurance requirements shall be specifically noted in your submittal
along with the reason for the changes. These exceptions will be taken into consideration
in evaluating the proposal. Please note that the City's standard Services Agreement is
currently under internal review and subject to change prior to entering into an
agreement to provide on -call services.
SECTION 4 - SELECTION PROCESS
Submittals will be evaluated using the following criteria:
16 Qualifications and specific experience of key project team members.
2. Quality and completeness of the proposal.
3. Experience with engagement of similar scope and complexity.
48 Satisfaction of previous clients.
A subcommittee selected by City Staff will evaluate the submittals provided in response to this
RFQ and invite select firms to participate in interviews. The highest rated firms may be invited
to negotiate a final agreement, including compensation. If an agreement is not reached,
negotiations may be terminated and commenced with the next most qualified firm. The
recommendation of the Planning Division will be submitted by the City Council for award of
contract to selected firms, and establish a list of on -call consultants to provided planning
services on an as needed basis.
The City reserves the right to reject any or all proposals. The City reserves the right to award a
contract to the firm(s) that the City feels best meet the requirements of this RFQ and the needs
of the City. The City reserves the right to reject any and all proposals prior to execution of an
Agreement, with no penalty to the City.
SECTION 5 =SELECTION SCHEDULE
April 22, 2016 1 Initiated Request for Qualifications
May 18, 2016 Proposals submitted no later than 12:00 noon to:
Jeff Baker
Assistant Community Development Director
City of Dublin
100 Civic Plaza
Dublin, CA 94568
June 6, 2016 Interviews the week of June 6, 2016 (Tentative)
June 28, 2016 City Council consideration to award contracts (Tentative)
All questions or other communications regarding this RFQ shall be directed to Jeff Baker at
925 -833 -6610 or ieff.baker cDdublin.ca.gov
F: \Consultants \RFP RFQ \RFQ Planning Consultants April 2016.doac
ATTACHMENT A
Scope of Environmental Analysis
1. Introduction
A general introduction and description of the proposed approach and methodology shall be
provided. The format of the introduction and description of the approach is at the discretion of
the consultant, but it should include a short discussion of the intended approach to the project
which succinctly demonstrates the consultant's understanding of the EIR process, those
impact areas to be studied, and the consultant's ability to successfully address them.
2. Scope of Work
Describe the work program to accomplish the approach described above. The work program
shall provide a detailed description of the work to be accomplished. The organization of the
specific work activities in the plan of study should be as follows:
TASK: An overview of a related group of subtasks or activities.
SCHEDULE. A delivery date for this particular activity or subtask.
COST: Cost to complete task.
SUPPORT. Identification of any information, data, and /or assistance required from City
Staff to accomplish the task.
This format should be repeated throughout the scope of work until all of the proposed work has
been described in detail.
3. Schedule
Describe the time schedule for each proposed task and subtask described in the Scope of
Work above. Proposed work periods, and completion dates, as well as the anticipated meeting
dates should also be identified. The proposed project schedule should be provided in a
timeline chart.
The schedule should highlight anticipated public review periods, meeting dates, and key
milestones.
4. Personnel, Equipment and Facilities
The proposal shall list all sub - consultants proposed for this project. Include their qualifications
and specific responsibilities.
Describe the activities of the designated Project Manager, and lead and supporting personnel.
Provide resumes for those named, including their qualifications (education and experience),
and their relationship and cost to the proposed project activities. All sub - consultants shall be
billed through the lead consultant. The City will require that no personnel changes be made
during the project without prior City approval.
ATTACHMENT B
General Provisions from City's Standard Consulting Agreement
CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF DUBLIN AND
THIS AGREEMENT for consulting services is made by and between the City of Dublin
( "City") and ( "Consultant ") as of 32016*
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.
101 Term of Services. The term of this Agreement shall begin on the date first noted
above and shall end on , the date of completion specified in Exhibit A,
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.
102 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.
13 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.
1A 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.
(ver.201 S)
Consulting Services Agreement between
City of Dublin and Page 1 of 16
■ The Consultant's signature.
2.2 Monthly Payment. City shall make monthly payments, based on invoices
received, for services satisfactorily performed, and for authorized reimbursable
costs incurred. City shall have 30 days from the receipt of an invoice that
complies with all of the requirements above to pay Consultant.
2.3 Final Payment. City shall pay the last 10% of the total sum due pursuant to this
Agreement within sixty (60) days after completion of the services and submittal to
City of a final invoice, if all services required have been satisfactorily performed.
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:
2.6 Reimbursable Expenses. Reimbursable expenses are specified below, and shall
not exceed $0. Expenses not listed below are not chargeable to City.
Reimbursable expenses are included in the total amount of compensation
provided under this Agreement that shall not be exceeded.
2.7 Payment of Taxes. Consultant is solely responsible for the payment of
employment taxes incurred under this Agreement and any similar federal or state
taxes.
2.8 Payment upon Termination. In the event that the City or Consultant terminates
this Agreement pursuant to Section 8, the City shall compensate the Consultant
for all outstanding costs and reimbursable expenses incurred for work
satisfactorily completed as of the date of written notice of termination.
Consultant shall maintain adequate logs and timesheets in order to verify costs
incurred to that date.
(ver.201 S)
Consulting Services Agreement between
City of Dublin and Page 3 of 16
without at least thirty (30) days' prior written notice to City of such cancellation, change, or
lapse.
4.1 Workers' Compnensation. Consultant shall, at its sole cost and expense,
maintain Statutory Workers' Compensation Insurance and Employer's Liability
Insurance for any and all persons employed directly or indirectly by Consultant.
The Statutory Workers' Compensation Insurance and Employer's Liability
Insurance shall be provided with limits of not less than ONE MILLION
DOLLARS ($1,000,000.00) per accident. In the alternative, Consultant may rely
on a self - insurance program to meet those requirements, but only if the program
of self - insurance complies fully with the provisions of the California Labor Code.
Determination of whether a self - insurance program meets the standards of the
Labor Code shall be solely in the discretion of the Contract Administrator. The
insurer, if insurance is provided, or the Consultant, if a program of self - insurance
is provided, 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 reauirements. 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 -awned automobiles.
4.2.2 Minimum scone of coverage. Commercial general coverage shall be at
least as broad as Insurance Services Office Commercial General Liability
occurrence form CG 0001. Automobile coverage shall be at least as broad
(ver,2D15)
Consulting Services Agreement between
City of Dublin and Page 5 of 16
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 (3 0) 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 Aeeentability of insurers. All insurance required by this section is to be
placed with insurers with a Bests' rating of no less than ANII.
4.4.2 Verification of coverage. Prior to beginning any work under this
Agreement, Consultant shall furnish City with certificates of insurance and
with original endorsements effecting coverage required herein. The
certificates and endorsements for each insurance policy are to be signed by
a person authorized by that insurer to bind coverage on its behalf. The
City reserves the right to require complete, certified copies of all required
insurance policies and endorsements. Failure to exercise this right shall
not constitute a waiver of right to exercise later.
(ver.2015)
Consulting Services Agreement between
City of Dublin and
Page 7 of 16
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.
(ver.201 S)
Consulting Services Agreement between
City of Dublin and Page 9 of 16
any subcontractors shall obtain and maintain during the term of this Agreement
valid Business Licenses from City.
7.5 Nondiscrimination and Eaual 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.
821 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.
(ver.201 S)
Consulting Services Agreement between
City of Dublin and Page 11 of 16
of the Agreement. It is understood and agreed that the documents and other
materials, including but not limited to those described above, prepared pursuant to
this Agreement are prepared specifically for the City and are not necessarily
suitable for any future or other use. City and Consultant agree that, until final
approval by City, all data, plans, specifications, reports and other documents are
confidential and will not be released to third parties without prior written consent
of both parties.
9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers,
books of account, invoices, vouchers, canceled checks, and other records or
documents evidencing or relating to charges for services or expenditures and
disbursements charged to the City under this Agreement for a minimum of three
(3) years, or for any longer period required by law, from the date of final payment
to the Consultant to this Agreement.
9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of
this Agreement requires Consultant to maintain shall be made available for
inspection, audit, and/or copying at any time during regular business hours, upon
oral or written request of the City. Under California Government Code Section
8546.7, if the amount of public funds 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.
1041 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 Alameda or in the
United States District Court for the 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.
(ver.2015)
Consulting Services Agreement between
City of Dublin and Page 13 of 16
10.10 Notices. Any written notice to Consultant shall be sent to:
Any written notice to City shall be sent to:
Jeff Baker
City of Dublin
100 Civic Plaza
Dublin, CA 94568
10.11 Professional Seal. Where applicable in the determination of the contract
administrator, the first page of a technical report, first page of design
specifications, and each page of construction drawings shall be stamped/sealed
and signed by the licensed professional responsible for the report/design
preparation. The stamp /seal shall be in a block entitled "Seal and Signature of
Registered Professional with report/design responsibility," as in the 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 CONSULTANT
Chris Foss, City Manager
Attest:
Caroline Soto, City Clerk
Services Agreement between
City
Tim Lacy, As a� ecrecaiy
LSA Asacci Inc
Page 15 of 16
EXHIBIT A
SCOPE OF SERVICES
Consulting Services Agreement between
City of Dublin and -- Exhibit A
Page I of 1
CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF DUBLIN AND M -GROUP
This Agreement is made and entered into between the City of Dublin ( "City ") and M -Group ('Consultant") as of July
20, 2016 (the "Effective Date "). In consideration of their mutual covenants, the parties hereto agree as follows:
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, 2019, and Consultant shall complete the work described in Exhibit A [as assigned
by Task Order] 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 terminale 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 conformance with standards of quality normally observed by
a person practicing in Consultant's profession, for similar services, under similar
circumstance, in the same locality and at the same time services are provided.
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 Tlme. 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 for services outlined in Exhibit A in
accordance with the hourly rate schedule attached hereto as Exhibit B. In the event of a conflict between this
Agreement and scope of work, 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 Consultant's estimated costs of providing the services required hereunder, including salaries and
benefits of employees and subcontractors of Consultant. Consequently, the parties further agree that compensation
hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and
its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions
beyond compensation required under this Agreement.
2.1 Invoices. Consultant shall submit invoices, not more often than once a month during the term of
this Agreement, based on the cost for services performed and reimbursable costs incurred prior to
the invoice date. No individual performing work under this Contract shall bill more than 2,000
hours in a fiscal year unless approved, in writing, by the City Manager or his/her designee. 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 copy of the applicable time entries or time sheets shall be submitted showing the
following:
• Daily logs of total hours worked by each individual performing work under this
Contract
• Hours must be logged in increments of tenths of an hour or guarter hours
• If this Contract covers multiple projects, all hours must also be logged by project
assignment
• A brief description of the work, and each reimbursable expense
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;
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 in accordance with this agreement, and for authorized reimbursable costs
incurred. City shall have 30 days from the receipt of an invoice that complies with all of the
requirements above to pay Consultant.
2.3 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.
2.4 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the
amounts shown on the fee schedule set forth on the compensation schedule attached as Exhibit B.
2.5 Reimbursable Expenses. Reimbursable expenses, if any, are set forth in Exhibit B. Expenses not
listed in Exhibit B are not chargeable to City. Expenses not listed in Exhibit B are not chargeable to
City.
2.6 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes
incurred under this Agreement and any similar federal or state taxes.
2.7 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 rendered in conformance with this agreement 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.
2.8 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 discrelion 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.
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 limils
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 0104 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' Cam ensatlon. Consultant shall, at its sole cost and expense, maintain Statutory
Workers' Compensation Insurance and Employer's Liability Insurance for any and all persons
employed directly or indirectly by Consultant. The Statutory Workers' Compensation Insurance
and Employer's Liability Insurance shall be provided with limits of not less than ONE MILLION
DOLLARS ($1,000,000.00) per accident. In the alternative, Consultant may rely on a self -
insurance program to meet those requirements, but only if the program of self- insurance complies
fully with the provisions of the California Labor Code. Determination of whether a self - insurance
program meets the standards of the Labor Code shall be solely in the discretion of the Contract
Administrator. The insurer, if insurance is provided, or the Consultant, if a program of self -
insurance is provided, shall waive all rights of subrogation against the City and its officers,
employees, agents, 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 Automoblle Liabili Insurance.
4.2.1 General re ulrements. 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 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.
An endorsement must state that coverage is primary insurance with respect to
the City and its officers, employees, agents, 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 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 Acceptabliity of insurers. All insurance required by this section is to be placed with
insurers with a Bests' rating of no less than A:VII.
4.4.2 Verification of coverage. Prior to beginning any work under this Agreement, Consultant
shall furnish City with certificates of insurance and with original endorsements effecting
coverage required herein. The certificates and endorsements for each insurance policy
are to be signed by a person authorized by that insurer to bind coverage on its behalf.
The City reserves the right to require complete, certified copies of all required insurance
policies and endorsements. Failure to exercise this right shall not constitute a waiver of
right to exercise later.
4.4.3 Subcontractors. Consultant agrees to include with all subcontractors in their subconlract
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 (if agreed to in a
written contract or agreement) before City's own insurance or self - insurance shall be
called upon to protect City as a named insured.
4.4.7 Notice of Reduction in Coverage. In the event that any coverage required by this
section is reduced, limited, or materially affected in any other manner, Consultant shall
provide written notice to City at Consultant's earliest possible opportunity and in no case
later than five days after Consultant is notified of the change in coverage.
4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide or
maintain any insurance policies or policy endorsements to the extent and within the time herein
required, City may, at its sole option exercise any of the following remedies, which 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 S. 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 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 govern mental 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.
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 Conlract
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.
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, 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.
Sectlon 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 attomeys' fees in addition to any other relief to which that party may be entitled. The
court may set such fees in the same action or in a separate action brought for that purpose.
10.2 Venue. In the event that either party brings any action against the other under this Agreement,
the parties agree that trial of such action shall be vested exclusively in the state courts of California
in the County of Alameda or in the United States District Court for the Northern District of
California.
10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement
is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in
full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not
void or affect the validity of any other provision of this Agreement.
10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement
does not constitute a waiver of any other breach of that term or any other term of this Agreement.
10.5 Successors and Asslans. 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
Califomia 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 ef.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.
Principals and those performing work for City of Dublin may be required to submit a California Fair
Political Practices Commission (FPPC) Form 700: Statement of Economic Interests documenting
potential financial conflicts of interest. For additional information, proposers should refer to the
FPPC websile at htto:llwww.fooc.ca.govIForm700 html.
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:
M -Group
Geoff Bradley
579 Clyde Avenue, Ste. 340
Moutain View, CA 94043
Any written notice to City shall be sent to:
City of Dublin
Jeff Baker, Assistant Community Development Director
100 Civic Plaza
Dublin, CA 94568
10.11 Integration. This Agreement, including Exhibits A and B represents the entire and integrated
agreement between City and Consultant and supersedes all prior negotiations, representations, or
agreements, either written or oral.
IN WITNESS HEREOF, the parties have caused their authorized representatives to execute this
Agreement on the day of .20--.
CITY OF DUBLIN
Christopher L. Foss, City Manager
CONS LTANT
Geo Bradley, President & Principal
Attest:
Caroline Soto, City Clerk
Approved as to Form:
John Bakker, City Attorney
EXHIBIT A
SCOPE OF SERVICES
Contract Planning Services
Provide a full range of contract planning services which includes, but is not limited to the following:
• Serve as the project manager on assigned planning projects while protecting the interests of the City and its
residents. This could include managing projects from the planning entitlement phase through construction or
some portion thereof.
• Perform technical review and evaluation of a wide variety of land development, subdivision, building permit
and use permit applications.
• Process development applications in accordance with local policies and ordinances, make
recommendations, and enforce mitigation monitoring and compliance with City ordinances.
• Prepare written project analyses and reports including identifying appropriate land use policy, design, fiscal
issues and environmental requirements.
• Conduct site inspections to determine if projects are in compliance with laws, regulations, conditions of
approval, ordinances, and make recommendations regarding changes.
• Prepare and update various planning documents such as the City's General Plan, specific plans,
ordinances, resolutions, codes, and related planning studies and reports.
• Provide technical advice and make clear, well organized presentations on -site, off -site and at day and
evening meetings.
• Manage sub - consultants in the preparation of project analysis, including environmental consultants.
EXHIBIT B
COMPENSATION SCHEDULE
The following rates include all reimbursable or indirect costs. No other expenses are chargeable to the City.
Admin Analyst $60 - $80
Planning Tech $60 - $80
Assistant Planner $80 - $100
Assistant Urban Designer $80 - $100
Associate Planner $100 - $125
Associate Urban Designer $100 - $125
Associate Environmental Planner $100 - $125
Historic Preservation Specialist $100 - $125
Senior Planner $125 - $145
Senior Urban Designer $125 - $145
Environmental Planner $125 - $145
Project Manager $125 - $145
Principal Planner $145 - $175
Principal $175 - $250
CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF DUBLIN AND MICHAEL BAKER INTERNATIONAL
This Agreement is made and entered into between the City of Dublin ( "City ") and Michael Baker International
( "Consultant ") as of July 20, 2016 (the "Effective Date "). In consideration of their mutual covenants, the parties
hereto agree as follows:
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, 2019, and Consultant shall complete the work described in Exhibit A [as assigned
by Task Order] 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 conformance with standards of quality normally observed by
a person practicing in Consultant's profession, for similar services, under similar
circumstance, in the same locality and at the same time services are provided.
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 for services outlined in Exhibit A in
accordance with the hourly rate schedule attached hereto as Exhibit B. In the event of a conflict between this
Agreement and scope of work, 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 Consultant's estimated costs of providing the services required hereunder, including salaries and
benefits of employees and subcontractors of Consultant. Consequently, the parties further agree that compensation
hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and
"
its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions
beyond compensation required under this Agreement.
2.1 Invoices. Consultant shall submit invoices, not more often than once a month during the term of
this Agreement, based on the cost for services performed and reimbursable costs incurred prior to
the invoice date. No individual performing work under this Contract shall bill more than 2,000
hours in a fiscal year unless approved, in writing, by the City Manager or his /her designee. 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 copy of the applicable time entries or time sheets shall be submitted showing the
following:
• Daily logs of total hours worked by each individual performing work under this
Contract
• Hours must be logged in increments of tenths of an hour or quarter hours
• If this Contract covers multiple projects, all hours must also be logged by project
assignment
• A brief description of the work, and each reimbursable expense
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;
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 in accordance with this agreement, and for authorized reimbursable costs
incurred. City shall have 30 days from the receipt of an invoice that complies with all of the
requirements above to pay Consultant.
2.3 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.
2.4 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the
amounts shown on the fee schedule set forth on the compensation schedule attached as Exhibit B.
2.5 Reimbursable Expenses. Reimbursable expenses, if any, are set forth in Exhibit B. Expenses not
listed in Exhibit B are not chargeable to City.
2.6 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes
incurred under this Agreement and any similar federal or state taxes.
2.7 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 rendered in conformance with this agreement 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.
2.8 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.
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 0104 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
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and Employers Liability Insurance shall be provided with limits of not less than ONE MILLION
DOLLARS ($1,000,000.00) per accident. In the alternative, Consultant may rely on a self -
insurance program to meet those requirements, but only if the program of self - insurance complies
fully with the provisions of the California Labor Code. Determination of whether a self- insurance
program meets the standards of the Labor Code shall be solely in the discretion of the Contract
Administrator. The insurer, if insurance is provided, or the Consultant, if a program of self -
insurance is provided, shall waive all rights of subrogation against the City and its officers,
employees, agents, 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 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, employees, agents, and volunteers , and that no
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insurance or self- insurance maintained by the City shall be called upon to
contribute to a loss under the coverage.
Any failure of CONSULTANT to comply with reporting provisions of the policy
shall not affect coverage provided to CITY and its officers, employees, agents,
and volunteers.
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 following provisions shall apply if the professional liability coverages are written on a
claims -made form:
a. The retroactive date of the policy must be shown and must be before the date of
the Agreement.
b. Insurance must be maintained and evidence of insurance must be provided for at
least five years after completion of the Agreement or the work, so long as
commercially available at reasonable rates.
G. If coverage is canceled or not renewed and it is not replaced with another claims -
made policy form with a retroactive date that precedes the date of this
Agreement, Consultant must provide extended reporting coverage for a minimum
of five years after completion of the Agreement or the work. The City shall have
the right to exercise, at the Consultant's sole cost and expense, any extended
reporting provisions of the policy, if the Consultant cancels or does not renew the
coverage.
d. A copy of the claim reporting requirements must be submitted to the City prior to
the commencement of any work under this Agreement.
4.4 All Policies Requirements.
4.4.1 Acceptability of insurers. All insurance required by this section is to be placed with
insurers with a Bests' rating of no less than A:VII.
4.4.2 Verification of coverage. Prior to beginning any work under this Agreement, Consultant
shall furnish City with certificates of insurance and with original endorsements effecting
coverage required herein. The certificates and endorsements for each insurance policy
are to be signed by a person authorized by that insurer to bind coverage on its behalf.
The City reserves the right to require complete, certified copies of all required insurance
policies and endorsements. Failure to exercise this right shall not constitute a waiver of
right to exercise later.
4.4.3 Subcontractors. Consultant agrees to include with all subcontractors in their subcontract
the same requirements and provisions of this Agreement including the Indemnification
and Insurance requirements to the extent they apply to the scope of the Subcontractor's
work. Subcontractors hired by Consultant agree to be bound to Consultant and the City in
the same manner and to the same extent as Consultant is bound to the City under the
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 (if agreed to in a
written contractor 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.
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 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.
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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 govemmental 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.
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
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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.
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.
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9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of
account, invoices, vouchers, canceled checks, and other records or documents evidencing or
relating to charges for services or expenditures and disbursements charged to the City under this
Agreement for a minimum of three (3) years, or for any longer period required by law, from the date
of final payment to the Consultant to this Agreement.
9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement
requires Consultant to maintain shall be made available for inspection, audit, and /or copying at any
time during regular business hours, upon oral or written request of the City. Under California
Government Code Section 8546.7, if the amount of public funds expended under this Agreement
exceeds TEN THOUSAND DOLLARS ($10,000.00), the Agreement shall be subject to the
examination and audit of the State Auditor, at the request of City or as part of any audit of the City,
for a period of three (3) years after final payment under the Agreement.
Section 10. MISCELLANEOUS PROVISIONS.
10.1 Attorneys' Fees. If a party to this Agreement brings any action, including an action for declaratory
relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to
reasonable attorneys' fees in addition to any other relief to which that party may be entitled. The
court may set such fees in the same action or in a separate action brought for that purpose.
10.2 Venue. In the event that either party brings any action against the other under this Agreement,
the parties agree that trial of such action shall be vested exclusively in the state courts of California
in the County of Alameda or in the United States District Court for the Northern District of
California.
10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement
is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in
full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not
void or affect the validity of any other provision of this Agreement.
10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement
does not constitute a waiver of any other breach of that term or any other term of this Agreement.
10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall
apply to and bind the successors and assigns of the parties.
10.6 Use of Recycled Products. Consultant shall prepare and submit all reports, written studies and
other printed material on recycled paper to the extent it is available at equal or less cost than virgin
paper.
10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the
corporate limits of City or whose business, regardless of location, would place Consultant in a
"conflict of interest," as that term is defined in the Political Reform Act, codified at California
Government Code Section 81000 et seq.
Consultant shall not employ any City official in the work performed pursuant to this Agreement. No
officer or employee of City shall have any financial interest in this Agreement that would violate
California Government Code Sections 1090 et seq.
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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 etseq., 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.
Principals and those performing work for City of Dublin may be required to submit a California Fair
Political Practices Commission (FPPC) Form 700: Statement of Economic Interests documenting
potential financial conflicts of interest. For additional information, proposers should refer to the
FPPC website at http: / /www.fppc.ca.gov /Form700.html.
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:
Michael Baker International
Kevin Gustorf, Vice - President
2729 Prospect Park Drive, Ste. 220
Rancho Cordova, CA 95670
Any written notice to City shall be sent to:
City of Dublin
Jeff Baker, Assistant Community Development Director
100 Civic Plaza
Dublin, CA 94568
10.11 Integration. This Agreement, including Exhibits A and B represents the entire and integrated
agreement between City and Consultant and supersedes all prior negotiations, representations, or
agreements, either written or oral.
IN WITNESS HEREOF, the parties have caused their authorized representatives to execute this
Agreement on the _ day of 20.
CITY OF DUBLIN
CONSULTANT
Christopher L. Foss, City Manager Philip 0. Carter, Vice President
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Attest:
Caroline Soto, City Clerk
Approved as to Form:
John Bakker, City Attorney
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0011,3111L
SCOPE OF SERVICES
Contract Planning Services
Provide a full range of contract planning services which includes, but is not limited to the following:
• Serve as the project manager on assigned planning projects while protecting the interests of the City and its
residents. This could include managing projects from the planning entitlement phase through construction or
some portion thereof.
• Perform technical review and evaluation of a wide variety of land development, subdivision, building permit
and use permit applications.
• Process development applications in accordance with local policies and ordinances, make
recommendations, and enforce mitigation monitoring and compliance with City ordinances.
• Prepare written project analyses and reports including identifying appropriate land use policy, design, fiscal
issues and environmental requirements.
• Conduct site inspections to determine if projects are in compliance with laws, regulations, conditions of
approval, ordinances, and make recommendations regarding changes.
• Prepare and update various planning documents such as the City's General Plan, specific plans,
ordinances, resolutions, codes, and related planning studies and reports.
• Provide technical advice and make clear, well organized presentations on -site, off -site and at day and
evening meetings.
• Manage sub - consultants in the preparation of project analysis, including environmental consultants.
14,�
EXHIBIT B
COMPENSATION SCHEDULE
The following rates include all reimbursable and indirect costs. No other expenses are chargeable to the City
accepted as further described below.
Project Director $210
Project Manager $185
Senior Technical Specialist $150
Senior Planner $120
Associate Planner /Biologist/GIS Specialist $105
GIS Analyst $95
Technical Editor $85
Assistant Planner $75
Consultant shall prepare a scope and budget for project assignments which require the Consultant to higher
sub consultants /technical experts and /or generate reimbursable expenses such as graphics and reproduction.
Such expenses shall be reimbursed only with prior written authorization from the City in the form of a Task
Order.
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CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF DUBLIN AND
RRM DESIGN GROUP
This Agreement is made and entered into between the City of Dublin ( "City ") and RRM Design Group ( "Consultant ")
as of July 20, 2016 (the "Effective Date "). In consideration of their mutual covenants, the parties hereto agree as
follows:
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, 2019, and Consultant shall complete the work described in Exhibit A [as assigned
by Task Order] 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 conformance with standards of quality normally observed by
a person practicing in Consultant's profession, for similar services, under similar
circumstance, in the same locality and at the same time services are provided.
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 for services outlined in Exhibit A in
accordance with the hourly rate schedule attached hereto as Exhibit B. In the event of a conflict between this
Agreement and scope of work, 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 Consultant's estimated costs of providing the services required hereunder, including salaries and
benefits of employees and subcontractors of Consultant. Consequently, the parties further agree that compensation
hereunder is intended to include the costs of contributions to any pensions and /or annuities to which Consultant and
its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions
beyond compensation required under this Agreement.
2.1 Invoices. Consultant shall submit invoices, not more often than once a month during the term of
this Agreement, based on the cost for services performed and reimbursable costs incurred prior to
the invoice date. No individual performing work under this Contract shall bill more than 2,000
hours in a fiscal year unless approved, in writing, by the City Manager or his /her designee. 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 copy of the applicable time entries or time sheets shall be submitted showing the
following:
• Daily logs of total hours worked by each individual performing work under this
Contract
• Hours must be logged in increments of tenths of an hour or quarter hours
• If this Contract covers multiple projects, all hours must also be logged by project
assignment
• A brief description of the work, and each reimbursable expense
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;
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 in accordance with this agreement, and for authorized reimbursable costs
incurred. City shall have 30 days from the receipt of an invoice that complies with all of the
requirements above to pay Consultant.
2.3 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.
2.4 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the
amounts shown on the fee schedule set forth on the compensation schedule attached as Exhibit B.
2.5 Reimbursable Expenses. Reimbursable expenses, if any, are set forth in Exhibit B. Expenses not
listed in Exhibit B are not chargeable to City. Expenses not listed in Exhibit B are not chargeable to
City.
2.6 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes
incurred under this Agreement and any similar federal or state taxes.
2.7 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 rendered in conformance with this agreement 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.
2.8 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.
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 andlor 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 0104 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 ail persons
employed directly or indirectly by Consultant. The Statutory Workers' Compensation Insurance
and Employer's Liability Insurance shall be provided with limits of not less than ONE MILLION
DOLLARS ($1,000,000.00) per accident. In the alternative, Consultant may rely on a self -
insurance program to meet those requirements, but only if the program of self- insurance complies
fully with the provisions of the California Labor Code. Determination of whether a self- insurance
program meets the standards of the Labor Code shall be solely in the discretion of the Contract
Administrator. The insurer, if insurance is provided, or the Consultant, if a program of self -
insurance is provided, shall waive all rights of subrogation against the City and its officers,
employees, agents, 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 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, employees, agents, 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 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 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 and endorsements. Failure to exercise this right shall not constitute a waiver of
right to exercise later.
4.4.3 Subcontractors. Consultant agrees to include with all subcontractors in their subcontract
the same requirements and provisions of this Agreement including the Indemnification
and Insurance requirements to the extent they apply to the scope of the Subcontractor's
work. Subcontractors hired by Consultant agree to be bound to Consultant and the City in
the same manner and to the same extent as Consultant is bound to the City under the
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 (if agreed to in a
written contract or agreement) before City's own insurance or self- insurance shall be
called upon to protect City as a named insured.
4.4.7 Notice of Reduction in Coverage. In the event that any coverage required by this
section is reduced, limited, or materially affected in any other manner, Consultant shall
provide written notice to City at Consultant's earliest possible opportunity and in no case
later than five days after Consultant is notified of the change in coverage.
4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide or
maintain any insurance policies or policy endorsements to the extent and within the time herein
required, City may, at its sole option exercise any of the following remedies, which 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 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 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 Subcontractin . 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 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.
91 Records Created as Part of Consultant's Performance. All reports, data, maps, models, charts,
studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any
other documents or materials, in electronic or any other form, that Consultant prepares or obtains
pursuant to this Agreement and that relate to the matters covered hereunder shall be the property
of the City. Consultant hereby agrees to deliver those documents to the City upon termination of
the Agreement. It is understood and agreed that the documents and other materials, including but
not limited to those described above, prepared pursuant to this Agreement are prepared
specifically for the City and are not necessarily suitable for any future or other use. City and
Consultant agree that, until final approval by City, all data, plans, specifications, reports and other
documents are confidential and will not be released to third parties without prior written consent of
both parties.
9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of
account, invoices, vouchers, canceled checks, and other records or documents evidencing or
relating to charges for services or expenditures and disbursements charged to the City under this
Agreement for a minimum of three (3) years, or for any longer period required by law, from the date
of final payment to the Consultant to this Agreement.
9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement
requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any
time during regular business hours, upon oral or written request of the City. Under California
Government Code Section 8546.7, if the amount of public funds expended under this Agreement
exceeds TEN THOUSAND DOLLARS ($10,000.00), the Agreement shall be subject to the
examination and audit of the State Auditor, at the request of City or as part of any audit of the City,
for a period of three (3) years after final payment under the Agreement.
Section 10. MISCELLANEOUS PROVISIONS.
10.1 Attorneys' Fees. If a party to this Agreement brings any action, including an action for declaratory
relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to
reasonable attorneys' fees in addition to any other relief to which that party may be entitled. The
court may set such fees in the same action or in a separate action brought for that purpose.
10.2 Venue. In the event that either party brings any action against the other under this Agreement,
the parties agree that trial of such action shall be vested exclusively in the state courts of California
in the County of Alameda or in the United States District Court for the Northern District of
California.
10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement
is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in
full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not
void or affect the validity of any other provision of this Agreement.
10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement
does not constitute a waiver of any other breach of that term or any other term of this Agreement.
10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall
apply to and bind the successors and assigns of the parties.
10.6 Use of Recycled Products. Consultant shall prepare and submit all reports, written studies and
other printed material on recycled paper to the extent it is available at equal or less cost than virgin
paper.
10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the
corporate limits of City or whose business, regardless of location, would place Consultant in a
"conflict of interest," as that term is defined in the Political Reform Act, codified at California
Government Code Section 81000 et seq.
Consultant shall not employ any City official in the work performed pursuant to this Agreement. No
officer or employee of City shall have any financial interest in this Agreement that would violate
California Government Code Sections 1090 et seq.
Consultant hereby warrants that it is not now, nor has it been in the previous twelve (12) months,
an employee, agent, appointee,. or official of the City. If Consultant was an employee, agent,
appointee, or official of the City in the previous twelve months, Consultant warrants that it did not
participate in any manner in the forming of this Agreement. Consultant understands that, if this
Agreement is made in violation of Government Code §1090 et. seq., the entire Agreement is void
and Consultant will not be entitled to any compensation for services 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.
Principals and those performing work for City of Dublin may be required to submit a California Fair
Political Practices Commission (FPPC) Form 700: Statement of Economic Interests documenting
potential financial conflicts of interest. For additional information, proposers should refer to the
FPPC website at http :llwww.fppc.ca.gov /Form7GO.htmL
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:
RRM Design Group
Chris Dufour (Landscape Architecture)
Scott Martin (Architecture)
3765 S. Higuera Street, Ste. 102
San Luis Obispo, CA 93401
Any written notice to City shall be sent to:
City of Dublin
Jeff Baker, Assistant Community Development Director
100 Civic Plaza
Dublin, CA 94568
10.11 integration. This Agreement, including Exhibits A and B represents the entire and integrated
agreement between City and Consultant and supersedes all prior negotiations, representations, or
agreements, either written or oral.
IN WITNESS HEREOF, the parties have caused their authorized representatives to execute this
Agreement on the day of , 2Q. .
CITY OF DUBLIN
Christopher L. Foss, City Manager
Attest:
Caroline Soto, City Clerk
Approved as to Form:
John Bakker, City Attorney
EXHIBIT A
SCOPE OF SERVICES
Landscape Design Review
Provide a full range of landscape review services which includes, but is not limited to the following:
• Review and evaluate conceptual landscape plans and provide constructive design critique of those plans.
• Perform technical review of landscape construction documents.
• Review landscape plans for conformance with applicable local and state regulations, including the Water
Efficient Landscape Ordinance.
• Review landscape plans in coordination with site and civil improvements plans.
• Write memorandums summarizing plan review comments.
• Attend coordination meetings, as necessary, with staff and the applicant in the office and on the project site.
• Perform field observations of projects under construction.
Architectural Design Review
Provide a full range of architectural design review services which includes, but is not limited to the following:
• Review and evaluate conceptual architectural plans and provide constructive design critique of those plans.
• Write memorandums summarizing plan review comments.
• Attend coordination meetings, as necessary, with staff and the applicant in the office and on the project site.
EXHIBIT B
COMPENSATION SCHEDULE
The following rates include all reimbursable or indirect costs. No other expenses are chargeable to the City accept as
further described below.
Assistant Planner $70 -$95 /hour
Associate Designer $75- $115 /hour
Landscape Architect $90- $140 /hour
Senior Landscape Architect $110 - 160 /hour
Senior Marketing Coordinator $75- $115 /hour
Design Director $130 - $190 /hour
Principal $155 - $250 /hour
Reimbursable expenses for Consultant to attend meetings or hearings as part of Architectural Design Review
services shall only be approved with prior written authorization from the City.
CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF DUBLIN AND
SHUMS CODA ASSOCIATES
THIS AGREEMENT for consulting services is made by and between the City of Dublin
( "City ") and Shums Coda Associates ( "Consultant ") as of July 1, 2016.
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.
Consultant shall conform to the requirements of the Special Conditions attached as Exhibit C.
1.1 Term of Services. The term of this Agreement shall begin on the date first noted
above and shall end on June 30, 2019, the date of completion specified in Exhibit
A, 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 the hourly sum set
forth in the Payment Schedule contained in Exhibit B, the total sum paid to Consultant shall not
to exceed $500,000, 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,
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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 Consultant's estimated costs of providing the services required
hereunder, including salaries and benefits of employees and subcontractors of Consultant.
Consequently, the parties further agree that compensation hereunder is intended to include the
costs of contributions to any pensions and /or annuities to which Consultant and its employees,
agents, and subcontractors may be eligible. City therefore has no responsibility for such
contributions beyond compensation required under this Agreement.
2.1 Invoices. Consultant shall submit invoices, not more often than once a month during the
term of this Agreement, based on the cost for services performed and reimbursable costs
incurred prior to the invoice date. No individual performing work under this Contract
shall bill more than 2,000 hours in a fiscal year unless approved, in writing, by the City
Manager or his /her designee. 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 copy of the applicable time entries or time sheets shall be submitted
showing the following:
o Daily logs of total hours worked by each individual performing
work under this Contract
o Hours must be logged in increments of tenths of an hour or quarter
hours
• If this Contract covers multiple projects, all hours must be logged
by project assignment
• A brief description of the work, and each reimbursable expense
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;
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.
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2.2 Monthly Payment. City shall make monthly payments, based on invoices
received, for services satisfactorily performed, and for authorized reimbursable
costs incurred. City shall have 30 days from the receipt of an invoice that
complies with all of the requirements above to pay Consultant.
2.3 Final Payment. City shall pay the last 10% of the total sum due pursuant to this
Agreement within sixty (60) days after completion of the services and submittal to
City of a final invoice, if all services required have been satisfactorily performed.
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 in the Payment Schedule, attached as Exhibit B:
2.6 Reimbursable Expenses. Reimbursable expenses, if any, are set forth in Exhibit
B. Expenses not listed in Exhibit B are not chargeable to City. Reimbursable
expenses are included in the total amount of compensation provided under this
Agreement that shall not be exceeded.
2.7 Payment of Taxes. Consultant is solely responsible for the payment of
employment taxes incurred under this Agreement and any similar federal or state
taxes.
2.8 Payment upon Termination. In the event that the City or Consultant terminates
this Agreement pursuant to Section 8, the City shall compensate the Consultant
for all outstanding costs and reimbursable expenses incurred for work
satisfactorily completed as of the date of written notice of termination.
Consultant shall maintain adequate logs and timesheets in order to verify costs
incurred to that date.
2.9 Authorization to Perform Services. The Consultant is not authorized to perform
any services or incur any costs whatsoever under the terms of this Agreement
until receipt of authorization from the Contract Administrator.
Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall,
at its sole cost and expense, provide all facilities and equipment that may be necessary to
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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.
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
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DOLLARS ($1,000,000.00) per accident. In the alternative, Consultant may rely
on a self - insurance program to meet those requirements, but only if the program
of self - insurance complies fully with the provisions of the California Labor Code.
Determination of whether a self - insurance program meets the standards of the
Labor Code shall be solely in the discretion of the Contract Administrator. The
insurer, if insurance is provided, or the Consultant, if a program of self - insurance
is provided, shall waive all rights of subrogation against the City and its officers,
officials, employees, and volunteers for loss arising from work performed under
this Agreement.
An endorsement shall state that coverage shall not be canceled except after thirty
(3 0) 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 coveralle. 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
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behalf of Consultant, including the insured's general supervision of
Consultant; products and completed operations of Consultant;
premises owned, occupied, or used by Consultant; and automobiles
owned, leased, or used by the Consultant. The coverage shall
contain no special limitations on the scope of protection afforded
to City or its officers, employees, agents, or volunteers.
b. The insurance shall cover on an occurrence or an accident basis,
and not on a claims -made basis.
An endorsement must state that coverage is primary insurance with
respect to the City and its officers, officials, employees and
volunteers, and that no insurance or self - insurance maintained by
the City shall be called upon to contribute to a loss under the
coverage.
d. Any failure of CONSULTANT to comply with reporting
provisions of the policy shall not affect coverage provided to CITY
and its officers, employees, agents, and volunteers.
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:
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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.
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 ANII.
4.4.2 Verification of coverage. Prior to beginning any work under this
Agreement, Consultant shall furnish City with certificates of insurance and
with original endorsements effecting coverage required herein. The
certificates and endorsements for each insurance policy are to be signed by
a person authorized by that insurer to bind coverage on its behalf. The
City reserves the right to require complete, certified copies of all required
insurance policies and endorsements. Failure to exercise this right shall
not constitute a waiver of right to exercise later.
4.4.3 Subcontractors. Consultant agrees to include with all subcontractors in
their subcontract the same requirements and provisions of this Agreement
including the Indemnification and Insurance requirements to the extent
they apply to the scope of the Subcontractor's work. Subcontractors hired
by Consultant agree to be bound to Consultant and the City in the same
manner and to the same extent as Consultant is bound to the City under the
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
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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 (if agreed to in a written
contract or agreement) before City's own insurance or self - insurance shall
be called upon to protect City as a named insured.
4.4.7 Notice of Reduction in Coverage. In the event that any coverage
required by this section is reduced, limited, or materially affected in any
other manner, Consultant shall provide written notice to City at
Consultant's earliest possible opportunity and in no case later than five
days after Consultant is notified of the change in coverage.
4.5 Remedies. In addition to any other remedies City may have if Consultant fails to
provide or maintain any insurance policies or policy endorsements to the extent
and within the time herein required, City may, at its sole option exercise any of
the following remedies, which 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.
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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 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.
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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, approvals and training 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.
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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 ninety (90) 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.
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.
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8.6 Options upon Breach by Consultant. If Consultant materially breaches any of
the terms of this Agreement, City's remedies shall included, but not be limited to,
the following:
8.6.1 Immediately terminate the Agreement;
8.6.2 Retain the plans, specifications, drawings, reports, design documents, and
any other work product prepared by Consultant pursuant to this
Agreement;
8.6.3 Retain a different consultant to complete the work described in Exhibit A
not finished by Consultant; or
8.6.4 Charge Consultant the difference between the cost to complete the work
described in Exhibit A that is unfinished at the time of breach and the
amount that City would have paid Consultant pursuant to Section 2 if
Consultant had completed the work.
Section 9. KEEPING AND STATUS OF RECORDS.
9.1 Records Created as Part of Consultant's Performance. All reports, data,
maps, models, charts, studies, surveys, photographs, memoranda, plans, studies,
specifications, records, files, or any other documents or materials, in electronic or
any other form, that Consultant prepares or obtains pursuant to this Agreement
and that relate to the matters covered hereunder shall be the property of the City.
Consultant hereby agrees to deliver those documents to the City upon termination
of the Agreement. It is understood and agreed that the documents and other
materials, including but not limited to those described above, prepared pursuant to
this Agreement are prepared specifically for the City and are not necessarily
suitable for any future or other use. City and Consultant agree that, until final
approval by City, all data, plans, specifications, reports and other documents are
confidential and will not be released to third parties without prior written consent
of both parties.
9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers,
books of account, invoices, vouchers, canceled checks, and other records or
documents evidencing or relating to charges for services or expenditures and
disbursements charged to the City under this Agreement for a minimum of three
(3) years, or for any longer period required by law, from the date of final payment
to the Consultant to this Agreement.
9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of
this Agreement requires Consultant to maintain shall be made available for
inspection, audit, and /or copying at any time during regular business hours, upon
oral or written request of the City. Under California Government Code Section
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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 Alameda or in the
United States District Court for the Northern District of California.
10.3 Severability. If a court of competent jurisdiction finds or rules that any provision
of this Agreement is invalid, void, or unenforceable, the provisions of this
Agreement not so adjudged shall remain in full force and effect. The invalidity in
whole or in part of any provision of this Agreement shall not void or affect the
validity of any other provision of this Agreement.
10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision
of this Agreement does not constitute a waiver of any other breach of that term or
any other term of this Agreement.
10.5 Successors and Assilzns. The provisions of this Agreement shall inure to the
benefit of and shall apply to and bind the successors and assigns of the parties.
10.6 Use of Recycled Products. Consultant shall prepare and submit all reports,
written studies and other printed material on recycled paper to the extent it is
available at equal or less cost than virgin paper.
10.7 Conflict of Interest. Consultant may serve other clients, but none whose
activities within the corporate limits of City or whose business, regardless of
location, would place Consultant in a "conflict of interest," as that term is defined
in the Political Reform Act, codified at California Government Code Section
81000 et 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
Consulting Services Agreement between July 1, 2016
City of Dublin and Shums Coda Associates Page 13 of 15
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.
Principals and those performing work for City of Dublin may be required to
submit a California Fair Political Practices Commission (FPPC) Form 700:
Statement of Economic Interests documenting potential financial conflicts of
interest. For additional information, proposers should refer to the FPPC website at
www. fppc.ca.gov/index.php?id=500.
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:
David Basinger, AIA
Principal
5776 Stoneridge Mall Road
Suite 150
Pleasanton, CA 94588
Any written notice to City shall be sent to:
City of Dublin
Attention: City Manager
100 Civic Plaza
Dublin, CA 94568
Consulting Services Agreement between July 1, 2016
City of Dublin and Shums Coda Associates Page 14 of 15
10.11 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
Christopher L. Foss
City Manager
Attest:
Caroline Soto, City Clerk
Approved as to Form:
John Bakker, City Attorney
CONSULTANT
m
David Basinger, AIA
Principal
Consulting Services Agreement between July 1, 2016
City of Dublin and Shums Coda Associates Page 15 of 15
EXHIBIT A
SCOPE OF SERVICES
BUILDING INSPECTION AND PLAN CHECK SERVICES. Consultant shall enforce
provisions of the City's Building, Residential, Electrical, Plumbing, Mechanical, Green
Building Standards, Universal Design, Energy and Housing Codes; The City of Dublin's
Zoning Code; and related State and local laws. Consultant shall make such inspections
and investigations as may be required to effect such enforcement and issue permits as /
are required by the City's Ordinances and duly adopted policies. Such enforcement shall
include the duties related to the Building Official, as assigned, as set forth in the Dublin
Municipal Code, and in the performance of such work the Consultant shall do the
following:
a. Plan Review. As directed by the Chief Building Official, review plans prepared
by or on behalf of applicants for compliance with the applicable Federal, State,
and City ordinances and regulations. Consultant shall maintain a close liaison
with City Planning Division Staff in order to insure that appropriate requirements
of the Zoning Ordinance are incorporated within the plans submitted.
Consultant will strive to complete the first plan check submitted within ten (10)
business days of notification of assignment of review by the City. The goal
agreed to by Consultant will be to complete 95 % of all complete submittal within
the 10 day period. City recognizes that on large scale projects this may not be
possible and Consultant will strive for a plan review period that does not exceed
fifteen (15) days on large -scale projects. The Consultant SHALL notify the Chief
Building Official if the first plan check will not be completed within 10 business
days.
Consultant will strive to complete the second or subsequent plan check submitted
within five (5) business days of notification of assignment of review by the City.
The goal agreed to by Consultant will be to complete 95% of all complete
submittal within the 5 day period. City recognizes that on large scale projects this
may not be possible and Consultant will strive for a plan review period that does
not exceed ten (10) days on large -scale projects. The Consultant SHALL notify
the Chief Building Official if the first plan check will not be completed within 5
business days.
b. Building Inspection. Provide building inspection services during the course of
construction of facilities to enforce compliance with the provisions of applicable
laws including City Ordinances and regulations set forth on the plans for which
the permit is issued. In the performance of such duties, Consultant shall provide
prompt inspections for each project at the completion of various stages of
construction to determine compliance. Consultant shall provide City Manager
and / or designee with relevant background information on all assigned inspection
Consulting Services Agreement between July 1, 2016
City of Dublin and Shums Coda Associates- - Exhibit A Page 1 of 3
personnel prior to assignment under this agreement. Consultant shall assign
competent personnel whose background, experience, applicable certifications, and
demeanor demonstrate an ability to conduct inspections of the type required under
this Agreement, in accordance with City standards. City Manager and / or
designee shall determine acceptability of assigned inspection personnel.
Consultant shall promptly identify alternate personnel in the event of a request by
the City Manager and / or designee.
In the event that Consultant request a change in the assigned inspection personnel,
Consultant shall bear the full cost of any training required to familiarize the
assigned personnel with the current status of projects in the City. At the
minimum, this shall include a one -week overlap with both inspectors. In the
event that an assigned inspector is absent for a period of greater than three
concurrent workdays, the Consultant will provide a qualified temporary
replacement that is approved by the City.
c. Housing Code Enforcement. Under the direction of the Chief Building Official,
Consultant shall enforce the City's Housing Code by investigation of complaints
regarding substandard housing conditions and when necessary, prepare cases for
citation hearings, criminal proceedings in municipal court, and / or civil
abatement proceedings.
d. Presentations of Code Updates. In the event that the State of California adopts
revisions to any of the adopted codes during the term of this Agreement,
Consultant shall assist the Chief Building Official in preparing the staff report and
necessary ordinances in advance of the State mandatory implementation date.
e. Other Duties. Consultant shall perform other related activities as requested by the
City, including Building Official services. Fees for such services shall be
negotiated on an as- needed basis as approved by the City Manager or his /her
designee.
2. REPORTING / PUBLIC INFORMATION. Consultant shall be responsible for
coordination of monthly and annual reports summarizing activities undertaken pursuant
to this Agreement. Reports shall be in a format as mutually agreed by the City Manager
and /or designee. As required, Consultant may prepare staff reports for City Council,
including but not limited to review and adoption of related code updates. Consultant
shall also assist with the preparation of informational brochures designed to assist the
public with Building and Safety process.
3. COLLECTION OF FEES. All fees collected from permit applicants in connection with
the carrying out of the functions set forth in this Agreement shall be collected by the City.
If required, Consultant shall submit as appropriate, information and recommendations on
proposed City adjustments to the adopted fee schedules.
Consulting Services Agreement between July 1, 2016
City of Dublin and Shums Coda Associates- - Exhibit A Page 2 of 3
4. LIMITATIONS (AVODANCE OF CONFLICTS). During the term of this Agreement,
Consultant shall not provide services to any client for a project that requires and approval
from the City.
Consulting Services Agreement between July 1, 2016
City of Dublin and Shums Coda Associates- - Exhibit A Page 3 of 3
EXHIBIT B
PAYMENT SCHEDULE
A. City shall pay Consultant for services rendered in accordance with the hourly rates stated
in section B. Consultant shall submit invoices, not more often than once per month,
based upon the work completed. At the sole discretion of the City, other payment
schedules may be considered. Invoices shall include an accounting of all hours by
classification and task. Invoices shall include the purchase order number, amount of
purchase order, amount of purchase order remaining, and total hours of augmentation
personnel assigned to the City covered by purchase order. The format documentation
included on the invoice shall be subject to approval by the City Manager and / or
designee.
B. HOURLY RATES:
The following rates include all reimbursable or indirect costs, including but not limited to
business cards, all required code books and references, a vehicle and mobile field device
(smart phone or laptop) compatible with the City's permitting system.
Supervising Building Inspector $110
(Includes oversight of Contract
Inspectors, monitoring of Inspections
demand and a knowledge / certification
in commercial /multi - family and single
family building systems. May include
plan checking assignments)
2. Building Inspector III
(Includes knowledge / certification in
commercial /multi - family and single
family building systems including
structural, mechanical, plumbing, and
electrical systems. May include plan
checking of non - structural plans.)
Building Inspector II
(Includes knowledge / certification in
residential building systems including
structural, mechanical, plumbing, and
electrical systems. May include plan
checking of non - structural plans.)
$95
$90
Consulting Services Agreement between July 1, 2016
City of Dublin and Shums Coda Associates -- Exhibit B Page 1 of 2
4. Building Inspector I
(Includes inspections of residential
buildings)
5. Building Inspector Trainee
(Includes training or entry level
inspections of residential buildings)
6. Plan Review (on or off site)
(Includes accessibility plan review
meeting State standards)
7. Certified Access Specialist —
Augmentation Inspector
(An hourly surcharge is permitted for
each Building Inspector rate listed in this
Exhibit that holds an active CASp
certification)
8. Overtime rate
(When pre - approved in writing from
Contract Administrator or designee)
Me
e
$70
$110
$5
150% of Above Hourly Rates
Consulting Services Agreement between July 1, 2016
City of Dublin and Shums Coda Associates -- Exhibit B Page 2 of 2
SPECIAL PROVISIONS
The following provisions are hereby incorporated in the Agreement by and between COMPANY
(Consultant) and City of Dublin (City):
ASSIGNED PERSONNEL / SUB CONTRACTORS.
The following terms and conditions are hereby agreed to by Consultant prior to the assignment
of personnel or use by Consultant of subcontractors.
a. Submittal to City Manager. The name, background and experience of any and every
firm or individual to which any work outlined in this Agreement is to be performed
must be submitted to the City Manager and / or designee for prior approval.
b. Consultant Liable for Work of Subcontractors. Approval by the City Manager of a
subcontractor shall not relieve Consultant of any liability for the work to be
performed pursuant to this Agreement, nor shall such approval infer any contractual
relationship between City and any subcontractor.
EMERGENCY OPERATIONS ASSISTANCE.
The following terms and conditions are hereby agreed to by Consultant in the event of a local or
regional emergency:
a. Report into the City of Dublin Emergency Operations Center (E.O.C.). Contract
personnel assigned to the City will make a reasonable effort to report to the City of
Dublin E.O.C. as soon as possible following a local or regional emergency.
b. Consultant shall provide emergency preparedness training, All contract personnel
assigned to the City shall maintain at all times appropriate emergency training and
certification, such as ATC -20 Damage Assessment Training and Certification.
c. The Consultant shall make contract personnel and Consultant resources available for
emergency response at the same hourly rates and conditions specified in this contract.
d. The Consultant acknowledges that emergency response work may require variations
in the work hours and assignments.
Consulting Services Agreement between July 1, 2016
City of Dublin and Shums Coda Associates -- Exhibit C Page 1 of 1
CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF DUBLIN AND
TRB + ASSOCIATES, INC.
THIS AGREEMENT for consulting services is made by and between the City of Dublin
( "City ") and TRB + Associates, Inc. ( "Consultant ") as of July 1, 2016.
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.
Consultant shall conform to the requirements of the Special Conditions attached as Exhibit C.
1.1 Term of Services. The term of this Agreement shall begin on the date first noted
above and shall end on June 30, 2019, the date of completion specified in Exhibit
A, 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 AssilInment 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 the hourly sum set
forth in the Payment Schedule contained in Exhibit B, the total sum paid to Consultant shall not
to exceed $500,000, 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,
Consulting Services Agreement between July 1, 2016
City of Dublin and TRB + Associates, Inc. Page 1 of 15
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 Consultant's estimated costs of providing the services required
hereunder, including salaries and benefits of employees and subcontractors of Consultant.
Consequently, the parties further agree that compensation hereunder is intended to include the
costs of contributions to any pensions and /or annuities to which Consultant and its employees,
agents, and subcontractors may be eligible. City therefore has no responsibility for such
contributions beyond compensation required under this Agreement.
2.1 Invoices. Consultant shall submit invoices, not more often than once a month during the
term of this Agreement, based on the cost for services performed and reimbursable costs
incurred prior to the invoice date. No individual performing work under this Contract
shall bill more than 2,000 hours in a fiscal year unless approved, in writing, by the City
Manager or his /her designee. 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 copy of the applicable time entries or time sheets shall be submitted
showing the following;
o Daily logs of total hours worked by each individual performing
work under this Contract
o Hours must be logged in increments of tenths of an hour or quarter
hours
o If this Contract covers multiple projects, all hours must be logged
by project assignment
o A brief description of the work, and each reimbursable expense
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;
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.
Consulting Services Agreement between July 1, 2016
City of Dublin and TRB + Associates, Inc. Page 2 of 15
2.2 Monthly Payment. City shall make monthly payments, based on invoices
received, for services satisfactorily performed, and for authorized reimbursable
costs incurred. City shall have 30 days from the receipt of an invoice that
complies with all of the requirements above to pay Consultant.
2.3 Final Payment. City shall pay the last 10% of the total sum due pursuant to this
Agreement within sixty (60) days after completion of the services and submittal to
City of a final invoice, if all services required have been satisfactorily performed.
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 in the Payment Schedule, attached as Exhibit B:
2.6 Reimbursable Expenses. Reimbursable expenses, if any, are set forth in Exhibit
B. Expenses not listed in Exhibit B are not chargeable to City. Reimbursable
expenses are included in the total amount of compensation provided under this
Agreement that shall not be exceeded.
2.7 Payment of Taxes. Consultant is solely responsible for the payment of
employment taxes incurred under this Agreement and any similar federal or state
taxes.
2.8 Payment upon Termination. In the event that the City or Consultant terminates
this Agreement pursuant to Section 8, the City shall compensate the Consultant
for all outstanding costs and reimbursable expenses incurred for work
satisfactorily completed as of the date of written notice of termination.
Consultant shall maintain adequate logs and timesheets in order to verify costs
incurred to that date.
2.9 Authorization to Perform Services. The Consultant is not authorized to perform
any services or incur any costs whatsoever under the terms of this Agreement
until receipt of authorization from the Contract Administrator.
Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall,
at its sole cost and expense, provide all facilities and equipment that may be necessary to
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City of Dublin and TRB + Associates, Inc. Page 3 of 15
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.
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
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City of Dublin and TRB + Associates, Inc. Page 4 of 15
DOLLARS ($1,000,000.00) per accident. In the alternative, Consultant may rely
on a self- insurance program to meet those requirements, but only if the program
of self - insurance complies fully with the provisions of the California Labor Code.
Determination of whether a self - insurance program meets the standards of the
Labor Code shall be solely in the discretion of the Contract Administrator. The
insurer, if insurance is provided, or the Consultant, if a program of self - insurance
is provided, shall waive all rights of subrogation against the City and its officers,
officials, employees, and volunteers for loss arising from work performed under
this Agreement.
An endorsement shall state that coverage shall not be canceled except after thirty
(30) days' prior written notice by certified mail, return receipt requested, has been
given to the City. Consultant shall notify City within 14 days of notification from
Consultant's insurer if such coverage is suspended, voided or reduced in coverage
or in limits.
4.2 Commercial General and Automobile Liability Insurance.
4.2.1 General requirements. Consultant, at its own cost and expense, shall
maintain commercial general and automobile liability insurance for the
term of this Agreement in an amount not less than ONE MILLION
DOLLARS ($1,000,000.00) 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 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
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City of Dublin and TRB + Associates, Inc. Page 5 of 15
behalf of Consultant, including the insured's general supervision of
Consultant; products and completed operations of Consultant;
premises owned, occupied, or used by Consultant; and automobiles
owned, leased, or used by the Consultant. The coverage shall
contain no special limitations on the scope of protection afforded
to City or its officers, employees, agents, or volunteers.
b. The insurance shall cover on an occurrence or an accident basis,
and not on a claims -made basis.
An endorsement must state that coverage is primary insurance with
respect to the City and its officers, officials, employees and
volunteers, and that no insurance or self - insurance maintained by
the City shall be called upon to contribute to a loss under the
coverage.
d. Any failure of CONSULTANT to comply with reporting
provisions of the policy shall not affect coverage provided to CITY
and its officers, employees, agents, and volunteers.
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:
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City of Dublin and TRB + Associates, Inc. Page 6 of 15
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 ANII.
4.4.2 Verification of coverage. Prior to beginning any work under this
Agreement, Consultant shall furnish City with certificates of insurance and
with original endorsements effecting coverage required herein. The
certificates and endorsements for each insurance policy are to be signed by
a person authorized by that insurer to bind coverage on its behalf. The
City reserves the right to require complete, certified copies of all required
insurance policies and endorsements. Failure to exercise this right shall
not constitute a waiver of right to exercise later.
4.4.3 Subcontractors. Consultant agrees to include with all subcontractors in
their subcontract the same requirements and provisions of this Agreement
including the Indemnification and Insurance requirements to the extent
they apply to the scope of the Subcontractor's work. Subcontractors hired
by Consultant agree to be bound to Consultant and the City in the same
manner and to the same extent as Consultant is bound to the City under the
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
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City of Dublin and TRB + Associates, Inc. Page 7 of 15
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 (if agreed to in a written
contract or agreement) before City's own insurance or self - insurance shall
be called upon to protect City as a named insured.
4.4.7 Notice of Reduction in Coverage. In the event that any coverage
required by this section is reduced, limited, or materially affected in any
other manner, Consultant shall provide written notice to City at
Consultant's earliest possible opportunity and in no case later than five
days after Consultant is notified of the change in coverage.
4.5 Remedies. In addition to any other remedies City may have if Consultant fails to
provide or maintain any insurance policies or policy endorsements to the extent
and within the time herein required, City may, at its sole option exercise any of
the following remedies, which 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.
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City of Dublin and TRB + Associates, Inc. Page 8 of 15
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 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.
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City of Dublin and TRB + Associates, Inc. Page 9 of 15
6.2 Consultant No Alzent. 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 Rel4ulations. 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, approvals and training 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.
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City of Dublin and TRB + Associates, Inc. Page 10 of 15
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 ninety (90) 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 Assil4nment 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.
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City of Dublin and TRB + Associates, Inc. Page 11 of 15
8.6 Options upon Breach by Consultant. If Consultant materially breaches any of
the terms of this Agreement, City's remedies shall included, but not be limited to,
the following:
8.6.1 Immediately terminate the Agreement;
8.6.2 Retain the plans, specifications, drawings, reports, design documents, and
any other work- product prepared by Consultant pursuant to this
Agreement;
8.6.3 Retain a different consultant to complete the work described in Exhibit A
not finished by Consultant; or
8.6.4 Charge Consultant the difference between the cost to complete the work
described in Exhibit A that is unfinished at the time of breach and the
amount that City would have paid Consultant pursuant to Section 2 if
Consultant had completed the work.
Section 9. KEEPING AND STATUS OF RECORDS.
9.1 Records Created as Part of Consultant's Performance. All reports, data,
maps, models, charts, studies, surveys, photographs, memoranda, plans, studies,
specifications, records, files, or any other documents or materials, in electronic or
any other form, that Consultant prepares or obtains pursuant to this Agreement
and that relate to the matters covered hereunder shall be the property of the City.
Consultant hereby agrees to deliver those documents to the City upon termination
of the Agreement. It is understood and agreed that the documents and other
materials, including but not limited to those described above, prepared pursuant to
this Agreement are prepared specifically for the City and are not necessarily
suitable for any future or other use. City and Consultant agree that, until final
approval by City, all data, plans, specifications, reports and other documents are
confidential and will not be released to third parties without prior written consent
of both parties.
9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers,
books of account, invoices, vouchers, canceled checks, and other records or
documents evidencing or relating to charges for services or expenditures and
disbursements charged to the City under this Agreement for a minimum of three
(3) years, or for any longer period required by law, from the date of final payment
to the Consultant to this Agreement.
9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of
this Agreement requires Consultant to maintain shall be made available for
inspection, audit, and /or copying at any time during regular business hours, upon
oral or written request of the City. Under California Government Code Section
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City of Dublin and TRB + Associates, Inc. Page 12 of 15
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 Alameda or in the
United States District Court for the Northern District of California.
10.3 Severability. If a court of competent jurisdiction finds or rules that any provision
of this Agreement is invalid, void, or unenforceable, the provisions of this
Agreement not so adjudged shall remain in full force and effect. The invalidity in
whole or in part of any provision of this Agreement shall not void or affect the
validity of any other provision of this Agreement.
10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision
of this Agreement does not constitute a waiver of any other breach of that term or
any other term of this Agreement.
10.5 Successors and Assigns. The provisions of this Agreement shall inure to the
benefit of and shall apply to and bind the successors and assigns of the parties.
10.6 Use of Recycled Products. Consultant shall prepare and submit all reports,
written studies and other printed material on recycled paper to the extent it is
available at equal or less cost than virgin paper.
10.7 Conflict of Interest. Consultant may serve other clients, but none whose
activities within the corporate limits of City or whose business, regardless of
location, would place Consultant in a "conflict of interest," as that term is defined
in the Political Reform Act, codified at California Government Code Section
81000 et 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
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City of Dublin and TRB + Associates, Inc. Page 13 of 15
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.
Principals and those performing work for City of Dublin may be required to
submit a California Fair Political Practices Commission (FPPC) Form 700:
Statement of Economic Interests documenting potential financial conflicts of
interest. For additional information, proposers should refer to the FPPC website at
www.fppc.ca.gov/index.php?id=500.
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:
Todd Bailey, PE, LEED AP, CASp, MBA
Principal -in- Charge
3180 Crow Canyon Place
Suite 216
San Ramon, CA 94583
Any written notice to City shall be sent to:
City of Dublin
Attention: City Manager
100 Civic Plaza
Dublin, CA 94568
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City of Dublin and TRB + Associates, Inc. Page 14 of 15
10.11 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 CONSULTANT
Christopher L. Foss
City Manager
Attest:
Caroline Soto, City Clerk
Approved as to Form:
John Bakker, City Attorney
PE, LEED AP, CASp, MBA
Principal -in- Charge
Consulting Services Agreement between July 1, 2016
City of Dublin and TRB + Associates, Inc. Page 15 of 15
EXHIBIT A
SCOPE OF SERVICES
BUILDING INSPECTION AND PLAN CHECK SERVICES. Consultant shall enforce
provisions of the City's Building, Residential, Electrical, Plumbing, Mechanical, Green
Building Standards, Universal Design, Energy and Housing Codes; The City of Dublin's
Zoning Code; and related State and local laws. Consultant shall make such inspections
and investigations as may be required to effect such enforcement and issue permits as /
are required by the City's Ordinances and duly adopted policies. Such enforcement shall
include the duties related to the Building Official, as assigned, as set forth in the Dublin
Municipal Code, and in the performance of such work the Consultant shall do the
following:
a. Plan Review. As directed by the Chief Building Official, review plans prepared
by or on behalf of applicants for compliance with the applicable Federal, State,
and City ordinances and regulations. Consultant shall maintain a close liaison
with City Planning Division Staff in order to insure that appropriate requirements
of the Zoning Ordinance are incorporated within the plans submitted.
Consultant will strive to complete the first plan check submitted within ten (10)
business days of notification of assignment of review by the City. The goal
agreed to by Consultant will be to complete 95% of all complete submittal within
the 10 day period. City recognizes that on large scale projects this may not be
possible and Consultant will strive for a plan review period that does not exceed
fifteen (15) days on large -scale projects. The Consultant SHALL notify the Chief
Building Official if the first plan check will not be completed within 10 business
days.
Consultant will strive to complete the second or subsequent plan check submitted
within five (5) business days of notification of assignment of review by the City.
The goal agreed to by Consultant will be to complete 95% of all complete
submittal within the 5 day period. City recognizes that on large scale projects this
may not be possible and Consultant will strive for a plan review period that does
not exceed ten (10) days on large -scale projects. The Consultant SHALL notify
the Chief Building Official if the first plan check will not be completed within 5
business days.
b. Building Inspection. Provide building inspection services during the course of
construction of facilities to enforce compliance with the provisions of applicable
laws including City Ordinances and regulations set forth on the plans for which
the permit is issued. In the performance of such duties, Consultant shall provide
prompt inspections for each project at the completion of various stages of
construction to determine compliance. Consultant shall provide City Manager
and / or designee with relevant background information on all assigned inspection
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City of Dublin and TRB + Associates Inc. -- Exhibit A Page 1 of 3
personnel prior to assignment under this agreement. Consultant shall assign
competent personnel whose background, experience, applicable certifications, and
demeanor demonstrate an ability to conduct inspections of the type required under
this Agreement, in accordance with City standards. City Manager and / or
designee shall determine acceptability of assigned inspection personnel.
Consultant shall promptly identify alternate personnel in the event of a request by
the City Manager and / or designee.
In the event that Consultant request a change in the assigned inspection personnel,
Consultant shall bear the full cost of any training required to familiarize the
assigned personnel with the current status of projects in the City. At the
minimum, this shall include a one -week overlap with both inspectors. In the
event that an assigned inspector is absent for a period of greater than three
concurrent workdays, the Consultant will provide a qualified temporary
replacement that is approved by the City.
c. Housing Code Enforcement. Under the direction of the Chief Building Official,
Consultant shall enforce the City's Housing Code by investigation of complaints
regarding substandard housing conditions and when necessary, prepare cases for
citation hearings, criminal proceedings in municipal court, and / or civil
abatement proceedings.
d. Presentations of Code Updates. In the event that the State of California adopts
revisions to any of the adopted codes during the term of this Agreement,
Consultant shall assist the Chief Building Official in preparing the staff report and
necessary ordinances in advance of the State mandatory implementation date.
e. Other Duties. Consultant shall perform other related activities as requested by the
City, including Building Official services. Fees for such services shall be
negotiated on an as- needed basis as approved by the City Manager or his /her
designee.
2. REPORTING / PUBLIC INFORMATION. Consultant shall be responsible for
coordination of monthly and annual reports summarizing activities undertaken pursuant
to this Agreement. Reports shall be in a format as mutually agreed by the City Manager
and /or designee. As required, Consultant may prepare staff reports for City Council,
including but not limited to review and adoption of related code updates. Consultant
shall also assist with the preparation of informational brochures designed to assist the
public with Building and Safety process.
3. COLLECTION OF FEES. All fees collected from permit applicants in connection with
the carrying out of the functions set forth in this Agreement shall be collected by the City.
If required, Consultant shall submit as appropriate, information and recommendations on
proposed City adjustments to the adopted fee schedules.
Consulting Services Agreement between July 1, 2016
City of Dublin and TRB + Associates Inc. -- Exhibit A Page 2 of 3
4. LIMITATIONS (AVODANCE OF CONFLICTS). During the term of this Agreement,
Consultant shall not provide services to any client for a project that requires and approval
from the City.
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City of Dublin and TRB + Associates Inc. -- Exhibit A Page 3 of 3
EXHIBIT B
PAYMENT SCHEDULE
A. City shall pay Consultant for services rendered in accordance with the hourly rates stated
in section B. Consultant shall submit invoices, not more often than once per month,
based upon the work completed. At the sole discretion of the City, other payment
schedules may be considered. Invoices shall include an accounting of all hours by
classification and task. Invoices shall include the purchase order number, amount of
purchase order, amount of purchase order remaining, and total hours of augmentation
personnel assigned to the City covered by purchase order. The format documentation
included on the invoice shall be subject to approval by the City Manager and / or
designee.
B. HOURLY RATES:
The following rates include all reimbursable or indirect costs, including but not limited to
business cards, all required code books and references, a vehicle and mobile field device
(smart phone or laptop) compatible with the City's permitting system.
Supervising Building Inspector $110
(Includes oversight of Contract
Inspectors, monitoring of Inspections
demand and a knowledge / certification
in commercial /multi - family and single
family building systems. May include
plan checking assignments)
2. Building Inspector III $103
(Includes knowledge / certification in
commercial /multi- family and single
family building systems including
structural, mechanical, plumbing, and
electrical systems. May include plan
checking of non - structural plans.)
Building Inspector II $92
(Includes knowledge / certification in
residential building systems including
structural, mechanical, plumbing, and
electrical systems. May include plan
checking of non - structural plans.)
Consulting Services Agreement between July 1, 2016
City of Dublin and TRB + Associates Inc. -- Exhibit B Page 1 of 2
4. Building Inspector I $82
(Includes inspections of residential
buildings)
5. Building Inspector Trainee $65
(Includes training or entry level
inspections of residential buildings)
Plan Review (on or off site) $120
(Includes accessibility plan review
meeting State standards)
7. Certified Access Specialist — $5
Augmentation Inspector
(An hourly surcharge is permitted for
each Building Inspector rate listed in this
Exhibit that holds an active CASp
certification)
8. Overtime rate 150% of Above Hourly Rates
(When pre - approved in writing from
Contract Administrator or designee)
Consulting Services Agreement between July 1, 2016
City of Dublin and TRB + Associates Inc. -- Exhibit B Page 2 of 2
EXHIBIT C
SPECIAL PROVISIONS
The following provisions are hereby incorporated in the Agreement by and between COMPANY
(Consultant) and City of Dublin (City):
ASSIGNED PERSONNEL / SUB CONTRACTORS.
The following terms and conditions are hereby agreed to by Consultant prior to the assignment
of personnel or use by Consultant of subcontractors.
a. Submittal to City Manager. The name, background and experience of any and every
firm or individual to which any work outlined in this Agreement is to be performed
must be submitted to the City Manager and / or designee for prior approval.
b. Consultant Liable for Work of Subcontractors. Approval by the City Manager of a
subcontractor shall not relieve Consultant of any liability for the work to be
performed pursuant to this Agreement, nor shall such approval infer any contractual
relationship between City and any subcontractor.
EMERGENCY OPERATIONS ASSISTANCE.
The following terms and conditions are hereby agreed to by Consultant in the event of a local or
regional emergency:
a. Report into the City of Dublin Emergency Operations Center (E.O.C.). Contract
personnel assigned to the City will make a reasonable effort to report to the City of
Dublin E.O.C. as soon as possible following a local or regional emergency.
b. Consultant shall provide emergency preparedness training. All contract personnel
assigned to the City shall maintain at all times appropriate emergency training and
certification, such as ATC -20 Damage Assessment Training and Certification.
c. The Consultant shall make contract personnel and Consultant resources available for
emergency response at the same hourly rates and conditions specified in this contract.
d. The Consultant acknowledges that emergency response work may require variations
in the work hours and assignments.
Consulting Services Agreement between July 1, 2016
City of Dublin and TRB + Associates Inc. -- Exhibit C Page 1 of 1
CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF DUBLIN AND
WEST COAST CODE CONSULTANTS, INC.
THIS AGREEMENT for consulting services is made by and between the City of Dublin
( "City ") and West Coast Code Consultants, Inc. ( "Consultant ") as of July 1, 2016.
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.
Consultant shall conform to the requirements of the Special Conditions attached as Exhibit C.
1.1 Term of Services. The term of this Agreement shall begin on the date first noted
above and shall end on June 30, 2019, the date of completion specified in Exhibit
A, 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 the hourly sum set
forth in the Payment Schedule contained in Exhibit B, the total sum paid to Consultant shall not
to exceed $ 500,000, 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,
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City of Dublin and West Coast Code Consultants Page 1 of 15
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 Consultant's estimated costs of providing the services required
hereunder, including salaries and benefits of employees and subcontractors of Consultant.
Consequently, the parties further agree that compensation hereunder is intended to include the
costs of contributions to any pensions and /or annuities to which Consultant and its employees,
agents, and subcontractors may be eligible. City therefore has no responsibility for such
contributions beyond compensation required under this Agreement.
2.1 Invoices. Consultant shall submit invoices, not more often than once a month during the
term of this Agreement, based on the cost for services performed and reimbursable costs
incurred prior to the invoice date. No individual performing work under this Contract
shall bill more than 2,000 hours in a fiscal year unless approved, in writing, by the City
Manager or his /her designee. 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 copy of the applicable time entries or time sheets shall be submitted
showing the following:
o Daily logs of total hours worked by each individual performing
work under this Contract
o Hours must be logged in increments of tenths of an hour or quarter
hours
o If this Contract covers multiple projects, all hours must be logged
by project assignment
o A brief description of the work, and each reimbursable expense
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;
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.
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City of Dublin and West Coast Code Consultants Page 2 of 15
2.2 Monthly Payment. City shall make monthly payments, based on invoices
received, for services satisfactorily performed, and for authorized reimbursable
costs incurred. City shall have 30 days from the receipt of an invoice that
complies with all of the requirements above to pay Consultant.
2.3 Final Payment. City shall pay the last 10% of the total sum due pursuant to this
Agreement within sixty (60) days after completion of the services and submittal to
City of a final invoice, if all services required have been satisfactorily performed.
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 in the Payment Schedule, attached as Exhibit B:
2.6 Reimbursable Expenses. Reimbursable expenses, if any, are set forth in Exhibit
B. Expenses not listed in Exhibit B are not chargeable to City. Reimbursable
expenses are included in the total amount of compensation provided under this
Agreement that shall not be exceeded.
2.7 Payment of Taxes. Consultant is solely responsible for the payment of
employment taxes incurred under this Agreement and any similar federal or state
taxes.
2.8 Payment upon Termination. In the event that the City or Consultant terminates
this Agreement pursuant to Section 8, the City shall compensate the Consultant
for all outstanding costs and reimbursable expenses incurred for work
satisfactorily completed as of the date of written notice of termination.
Consultant shall maintain adequate logs and timesheets in order to verify costs
incurred to that date.
2.9 Authorization to Perform Services. The Consultant is not authorized to perform
any services or incur any costs whatsoever under the terms of this Agreement
until receipt of authorization from the Contract Administrator.
Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall,
at its sole cost and expense, provide all facilities and equipment that may be necessary to
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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.
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 0104 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
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DOLLARS ($1,000,000.00) per accident. In the alternative, Consultant may rely
on a self - insurance program to meet those requirements, but only if the program
of self - insurance complies fully with the provisions of the California Labor Code.
Determination of whether a self - insurance program meets the standards of the
Labor Code shall be solely in the discretion of the Contract Administrator. The
insurer, if insurance is provided, or the Consultant, if a program of self - insurance
is provided, shall waive all rights of subrogation against the City and its officers,
officials, employees, and volunteers for loss arising from work performed under
this Agreement.
An endorsement shall state that coverage shall not be canceled except after thirty
(30) days' prior written notice by certified mail, return receipt requested, has been
given to the City. Consultant shall notify City within 14 days of notification from
Consultant's insurer if such coverage is suspended, voided or reduced in coverage
or in limits.
4.2 Commercial General and Automobile Liability Insurance.
4.2.1 General requirements. Consultant, at its own cost and expense, shall
maintain commercial general and automobile liability insurance for the
term of this Agreement in an amount not less than ONE MILLION
DOLLARS ($1,000,000.00) 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 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
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behalf of Consultant, including the insured's general supervision of
Consultant; products and completed operations of Consultant;
premises owned, occupied, or used by Consultant; and automobiles
owned, leased, or used by the Consultant. The coverage shall
contain no special limitations on the scope of protection afforded
to City or its officers, employees, agents, or volunteers.
b. The insurance shall cover on an occurrence or an accident basis,
and not on a claims -made basis.
An endorsement must state that coverage is primary insurance with
respect to the City and its officers, officials, employees and
volunteers, and that no insurance or self - insurance maintained by
the City shall be called upon to contribute to a loss under the
coverage.
d. Any failure of CONSULTANT to comply with reporting
provisions of the policy shall not affect coverage provided to CITY
and its officers, employees, agents, and volunteers.
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:
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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 ANII.
4.4.2 Verification of coverage. Prior to beginning any work under this
Agreement, Consultant shall furnish City with certificates of insurance and
with original endorsements effecting coverage required herein. The
certificates and endorsements for each insurance policy are to be signed by
a person authorized by that insurer to bind coverage on its behalf. The
City reserves the right to require complete, � certified copies of all required
insurance policies and endorsements. Failure to exercise this right shall
not constitute a waiver of right to exercise later.
4.4.3 Subcontractors. Consultant agrees to include with all subcontractors in
their subcontract the same requirements and provisions of this Agreement
including the Indemnification and Insurance requirements to the extent
they apply to the scope of the Subcontractor's work. Subcontractors hired
by Consultant agree to be bound to Consultant and the City in the same
manner and to the same extent as Consultant is bound to the City under the
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
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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 (if agreed to in a written
contract or agreement) before City's own insurance or self - insurance shall
be called upon to protect City as a named insured.
4.4.7 Notice of Reduction in Coverage. In the event that any coverage
required by this section is reduced, limited, or materially affected in any
other manner, Consultant shall provide written notice to City at
Consultant's earliest possible opportunity and in no case later than five
days after Consultant is notified of the change in coverage.
4.5 Remedies. In addition to any other remedies City may have if Consultant fails to
provide or maintain any insurance policies or policy endorsements to the extent
and within the time herein required, City may, at its sole option exercise any of
the following remedies, which 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.
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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 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.
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6.2 Consultant No Alzent. 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, approvals and training 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.
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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 ninety (90) 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.
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.
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8.6 Options upon Breach by Consultant. If Consultant materially breaches any of
the terms of this Agreement, City's remedies shall included, but not be limited to,
the following:
8.6.1 Immediately terminate the Agreement;
8.6.2 Retain the plans, specifications, drawings, reports, design documents, and
any other work product prepared by Consultant pursuant to this
Agreement;
8.6.3 Retain a different consultant to complete the work described in Exhibit A
not finished by Consultant; or
8.6.4 Charge Consultant the difference between the cost to complete the work
described in Exhibit A that is unfinished at the time of breach and the
amount that City would have paid Consultant pursuant to Section 2 if
Consultant had completed the work.
Section 9. KEEPING AND STATUS OF RECORDS,
9.1 Records Created as Part of Consultant's Performance. All reports, data,
maps, models, charts, studies, surveys, photographs, memoranda, plans, studies,
specifications, records, files, or any other documents or materials, in electronic or
any other form, that Consultant prepares or obtains pursuant to this Agreement
and that relate to the matters covered hereunder shall be the property of the City.
Consultant hereby agrees to deliver those documents to the City upon termination
of the Agreement. It is understood and agreed that the documents and other
materials, including but not limited to those described above, prepared pursuant to
this Agreement are prepared specifically for the City and are not necessarily
suitable for any future or other use. City and Consultant agree that, until final
approval by City, all data, plans, specifications, reports and other documents are
confidential and will not be released to third parties without prior written consent
of both parties.
9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers,
books of account, invoices, vouchers, canceled checks, and other records or
documents evidencing or relating to charges for services or expenditures and
disbursements charged to the City under this Agreement for a minimum of three
(3) years, or for any longer period required by law, from the date of final payment
to the Consultant to this Agreement.
9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of
this Agreement requires Consultant to maintain shall be made available for
inspection, audit, and /or copying at any time during regular business hours, upon
oral or written request of the City. Under California Government Code Section
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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 Alameda or in the
United States District Court for the Northern District of California.
10.3 Severability. If a court of competent jurisdiction finds or rules that any provision
of this Agreement is invalid, void, or unenforceable, the provisions of this
Agreement not so adjudged shall remain in full force and effect. The invalidity in
whole or in part of any provision of this Agreement shall not void or affect the
validity of any other provision of this Agreement.
10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision
of this Agreement does not constitute a waiver of any other breach of that term or
any other term of this Agreement.
10.5 Successors and Assigns. The provisions of this Agreement shall inure to the
benefit of and shall apply to and bind the successors and assigns of the parties.
10.6 Use of Recycled Products. Consultant shall prepare and submit all reports,
written studies and other printed material on recycled paper to the extent it is
available at equal or less cost than virgin paper.
10.7 Conflict of Interest. Consultant may serve other clients, but none whose
activities within the corporate limits of City or whose business, regardless of
location, would place Consultant in a "conflict of interest," as that term is defined
in the Political Reform Act, codified at California Government Code Section
81000 et 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
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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.
Principals and those performing work for City of Dublin may be required to
submit a California Fair Political Practices Commission (FPPC) Form 700:
Statement of Economic Interests documenting potential financial conflicts of
interest. For additional information, proposers should refer to the FPPC website at
www.fppc.ca.gov/index,php?id=500.
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:
Giyan Senaratne, PE, SE, LEED AP, CASp
Principal / CEO
2400 Camino Ramon
Suite 240
San Ramon, CA 94583
Any written notice to City shall be sent to:
City of Dublin
Attention: City Manager
100 Civic Plaza
Dublin, CA 94568
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10.11 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
Christopher L, Foss
City Manager
Attest:
Caroline Soto, City Clerk
Approved as to Form:
John Baler, City Attorney
CONSULTANT
/ CEO
SE, LEED AP, CASp
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EXHIBIT A
SCOPE OF SERVICES
BUILDING INSPECTION AND PLAN CHECK SERVICES. Consultant shall enforce
provisions of the City's Building, Residential, Electrical, Plumbing, Mechanical, Green
Building Standards, Universal Design, Energy and Housing Codes; The City of Dublin's
Zoning Code; and related State and local laws. Consultant shall make such inspections
and investigations as may be required to effect such enforcement and issue permits as /
are required by the City's Ordinances and duly adopted policies. Such enforcement shall
include the duties related to the Building Official, as assigned, as set forth in the Dublin
Municipal Code, and in the performance of such work the Consultant shall do the
following:
a. Plan Review. As directed by the Chief Building Official, review plans prepared
by or on behalf of applicants for compliance with the applicable Federal, State,
and City ordinances and regulations. Consultant shall maintain a close liaison
with City Planning Division Staff in order to insure that appropriate requirements
of the Zoning Ordinance are incorporated within the plans submitted.
Consultant will strive to complete the first plan check submitted within ten (10)
business days of notification of assignment of review by the City. The goal
agreed to by Consultant will be to complete 95% of all complete submittal within
the 10 day period. City recognizes that on large scale projects this may not be
possible and Consultant will strive for a plan review period that does not exceed
fifteen (15) days on large -scale projects. The Consultant SHALL notify the Chief
Building Official if the first plan check will not be completed within 10 business
days.
Consultant will strive to complete the second or subsequent plan check submitted
within five (5) business days of notification of assignment of review by the City.
The goal agreed to by Consultant will be to complete 95% of all complete
submittal within the 5 day period. City recognizes that on large scale projects this
may not be possible and Consultant will strive for a plan review period that does
not exceed ten (10) days on large -scale projects. The Consultant SHALL notify
the Chief Building Official if the first plan check will not be completed within 5
business days.
b. Building Inspection. Provide building inspection services during the course of
construction of facilities to enforce compliance with the provisions of applicable
laws including City Ordinances and regulations set forth on the plans for which
the permit is issued. In the performance of such duties, Consultant shall provide
prompt inspections for each project at the completion of various stages of
construction to determine compliance. Consultant shall provide City Manager
and / or designee with relevant background information on all assigned inspection
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City of Dublin and West Coast Code Consultants -- Exhibit A Page 1 of 3
personnel prior to assignment under this agreement. Consultant shall assign
competent personnel whose background, experience, applicable certifications, and
demeanor demonstrate an ability to conduct inspections of the type required under
this Agreement, in accordance with City standards. City Manager and / or
designee shall determine acceptability of assigned inspection personnel.
Consultant shall promptly identify alternate personnel in the event of a request by
the City Manager and / or designee.
In the event that Consultant request a change in the assigned inspection personnel,
Consultant shall bear the full cost of any training required to familiarize the
assigned personnel with the current status of projects in the City. At the
minimum, this shall include a one -week overlap with both inspectors. In the
event that an assigned inspector is absent for a period of greater than three
concurrent workdays, the Consultant will provide a qualified temporary
replacement that is approved by the City.
c. Housing Code Enforcement. Under the direction of the Chief Building Official,
Consultant shall enforce the City's Housing Code by investigation of complaints
regarding substandard housing conditions and when necessary, prepare cases for
citation hearings, criminal proceedings in municipal court, and / or civil
abatement proceedings.
d. Presentations of Code Updates. In the event that the State of California adopts
revisions to any of the adopted codes during the term of this Agreement,
Consultant shall assist the Chief Building Official in preparing the staff report and
necessary ordinances in advance of the State mandatory implementation date.
e. Other Duties. Consultant shall perform other related activities as requested by the
City, including Building Official services. Fees for such services shall be
negotiated on an as- needed basis as approved by the City Manager or his /her
designee.
2. REPORTING / PUBLIC INFORMATION. Consultant shall be responsible for
coordination of monthly and annual reports summarizing activities undertaken pursuant
to this Agreement. Reports shall be in a format as mutually agreed by the City Manager
and /or designee. As required, Consultant may prepare staff reports for City Council,
including but not limited to review and adoption of related code updates. Consultant
shall also assist with the preparation of informational brochures designed to assist the
public with Building and Safety process.
3. COLLECTION OF FEES. All fees collected from permit applicants in connection with
the carrying out of the functions set forth in this Agreement shall be collected by the City.
If required, Consultant shall submit as appropriate, information and recommendations on
proposed City adjustments to the adopted fee schedules.
Consulting Services Agreement between July 1, 2016
City of Dublin and West Coast Code Consultants -- Exhibit A Page 2 of 3
4. LIMITATIONS (AVODANCE OF CONFLICTS). During the term of this Agreement,
Consultant shall not provide services to any client for a project that requires and approval
from the City.
Consulting Services Agreement between July 1, 2016
City of Dublin and West Coast Code Consultants -- Exhibit A Page 3 of 3
EXHIBIT B
PAYMENT SCHEDULE
A. City shall pay Consultant for services rendered in accordance with the hourly rates stated
in section B. Consultant shall submit invoices, not more often than once per month,
based upon the work completed. At the sole discretion of the City, other payment
schedules may be considered. Invoices shall include an accounting of all hours by
classification and task. Invoices shall include the purchase order number, amount of
purchase order, amount of purchase order remaining, and total hours of augmentation
personnel assigned to the City covered by purchase order. The format documentation
included on the invoice shall be subject to approval by the City Manager and / or
designee.
B. HOURLY RATES:
The following rates include all reimbursable or indirect costs, including but not limited to
business cards, all required code books and references, a vehicle and mobile field device
(smart phone or laptop) compatible with the City's permitting system.
Supervising Building Inspector $110
(Includes oversight of Contract
Inspectors, monitoring of Inspections
demand and a knowledge / certification
in commercial /multi - family and single
family building systems. May include
plan checking assignments)
2. Building Inspector III $95
(Includes knowledge / certification in
commercial /multi - family and single
family building systems including
structural, mechanical, plumbing, and
electrical systems. May include plan
checking of non - structural plans.)
Building Inspector II $85
(Includes knowledge / certification in
residential building systems including
structural, mechanical, plumbing, and
electrical systems. May include plan
checking of non- structural plans.)
Consulting Services Agreement between July 1, 2016
City of Dublin and West Coast Code Consultants -- Exhibit B Page 1 of 2
4. Building Inspector I $80
(Includes inspections of residential
buildings)
5. Building Inspector Trainee $70
(Includes training or entry level
inspections of residential buildings)
Plan Review (on or off site) $120
(Includes accessibility plan review
meeting State standards)
7. Certified Access Specialist — $5
Augmentation Inspector
(An hourly surcharge is permitted for
each Building Inspector rate listed in this
Exhibit that holds an active CASp
certification)
8. Overtime rate 150% of Above Hourly Rate
(When pre - approved in writing from
Contract Administrator or designee)
Consulting Services Agreement between July 1, 2016
City of Dublin and West Coast Code Consultants -- Exhibit B Page 2 of 2
EXHIBIT C
SPECIAL PROVISIONS
The following provisions are hereby incorporated in the Agreement by and between COMPANY
(Consultant) and City of Dublin (City):
ASSIGNED PERSONNEL / SUB CONTRACTORS.
The following terms and conditions are hereby agreed to by Consultant prior to the assignment
of personnel or use by Consultant of subcontractors.
a. Submittal to City Manager. The name, background and experience of any and every
firm or individual to which any work outlined in this Agreement is to be performed
must be submitted to the City Manager and / or designee for prior approval.
b. Consultant Liable for Work of Subcontractors. Approval by the City Manager of a
subcontractor shall not relieve Consultant of any liability for the work to be
performed pursuant to this Agreement, nor shall such approval infer any contractual
relationship between City and any subcontractor.
EMERGENCY OPERATIONS ASSISTANCE.
The following terms and conditions are hereby agreed to by Consultant in the event of a local or
regional emergency:
a. Report into the City of Dublin Emergency perations Center (E.O.Q. Contract
personnel assigned to the City will make a reasonable effort to report to the City of
Dublin E.O.C. as soon as possible following a local or regional emergency.
b. Consultant shall provide emergency preparedness training. All contract personnel
assigned to the City shall maintain at all times appropriate emergency training and
certification, such as ATC -20 Damage Assessment Training and Certification.
c. The Consultant shall make contract personnel and Consultant resources available for
emergency response at the same hourly rates and conditions specified in this contract.
d. The Consultant acknowledges that emergency response work may require variations
in the work hours and assignments.
Consulting Services Agreement between July 1, 2016
City of Dublin and West Coast Code Consultants -- Exhibit C Page 1 of 1
CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF DUBLIN AND
4LEAF, INC.
THIS AGREEMENT for consulting services is made by and between the City of Dublin
( "City ") and 4LEAF, Inc. ( "Consultant ") as of July 1, 2016.
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.
Consultant shall conform to the requirements of the Special Conditions attached as Exhibit C.
1.1 Term of Services. The term of this Agreement shall begin on the date first noted
above and shall end on June 30, 2019, the date of completion specified in Exhibit
A, 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 the hourly sum set
forth in the Payment Schedule contained in Exhibit B, the total sum paid to Consultant shall not
to exceed $5,500,000, 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,
Consulting Services Agreement between July 1, 2016
City of Dublin and 4LEAF, Inc. Page 1 of 15
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 Consultant's estimated costs of providing the services required
hereunder, including salaries and benefits of employees and subcontractors of Consultant.
Consequently, the parties further agree that compensation hereunder is intended to include the
costs of contributions to any pensions and /or annuities to which Consultant and its employees,
agents, and subcontractors may be eligible. City therefore has no responsibility for such
contributions beyond compensation required under this Agreement.
2.1 Invoices. Consultant shall submit invoices, not more often than once a month during the
term of this Agreement, based on the cost for services performed and reimbursable costs
incurred prior to the invoice date. No individual performing work under this Contract
shall bill more than 2,000 hours in a fiscal year unless approved, in writing, by the City
Manager or his /her designee. Invoices shall contain the following information:
• Serial identifications of progress bills; i.e., Progress Bill No. I for the first
invoice, etc.;
• The beginning and ending dates of the billing period;
• A copy of the applicable time entries or time sheets shall be submitted
showing the following:
• Daily logs of total hours worked by each individual performing
work under this Contract
• Hours must be logged in increments of tenths of an hour or quarter
hours
• If this Contract covers multiple projects, all hours must be logged
by project assignment
• A brief description of the work, and each reimbursable expense
• 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;
• 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.
Consulting Services Agreement between July 1, 2016
City of Dublin and 4LEAF, Inc. Page 2 of 15
2.2 Monthly Payment. City shall make monthly payments, based on invoices
received, for services satisfactorily performed, and for authorized reimbursable
costs incurred. City shall have 30 days from the receipt of an invoice that
complies with all of the requirements above to pay Consultant.
2.3 Final Payment. City shall pay the last 10% of the total sum due pursuant to this
Agreement within sixty (60) days after completion of the services and submittal to
City of a final invoice, if all services required have been satisfactorily performed.
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 in the Payment Schedule, attached as Exhibit B:
2.6 Reimbursable Expenses. Reimbursable expenses, if any, are set forth in Exhibit
B. Expenses not listed in Exhibit B are not chargeable to City. Reimbursable
expenses are included in the total amount of compensation provided under this
Agreement that shall not be exceeded.
2.7 Payment of Taxes. Consultant is solely responsible for the payment of
employment taxes incurred under this Agreement and any similar federal or state
taxes.
2.8 Payment upon Termination. In the event that the City or Consultant terminates
this Agreement pursuant to Section 8, the City shall compensate the Consultant
for all outstanding costs and reimbursable expenses incurred for work
satisfactorily completed as of the date of written notice of termination.
Consultant shall maintain adequate logs and timesheets in order to verify costs
incurred to that date.
2.9 Authorization to Perform Services. The Consultant is not authorized to perform
any services or incur any costs whatsoever under the terms of this Agreement
until receipt of authorization from the Contract Administrator.
Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall,
at its sole cost and expense, provide all facilities and equipment that may be necessary to
Consulting Services Agreement between July 1, 2016
City of Dublin and 4LEAF, Inc. Page 3 of 15
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.
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
Consulting Services Agreement between July 1, 2016
City of Dublin and 4LEAF, Inc. Page 4 of 15
DOLLARS ($1,000,000.00) per accident. In the alternative, Consultant may rely
on a self - insurance program to meet those requirements, but only if the program
of self - insurance complies fully with the provisions of the California Labor Code.
Determination of whether a self- insurance program meets the standards of the
Labor Code shall be solely in the discretion of the Contract Administrator. The
insurer, if insurance is provided, or the Consultant, if a program of self- insurance
is provided, shall waive all rights of subrogation against the City and its officers,
officials, employees, and volunteers for loss arising from work performed under
this Agreement.
An endorsement shall state that coverage shall not be canceled except after thirty
(30) days' prior written notice by certified mail, return receipt requested, has been
given to the City. Consultant shall notify City within 14 days of notification from
Consultant's insurer if such coverage is suspended, voided or reduced in coverage
or in limits.
4.2 Commercial General and Automobile Liability Insurance.
4.2.1 General requirements. Consultant, at its own cost and expense, shall
maintain commercial general and automobile liability insurance for the
term of this Agreement in an amount not less than ONE MILLION
DOLLARS ($1,000,000.00) 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 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
Consulting Services Agreement between July 1, 2016
City of Dublin and 4LEAF, Inc. Page 5 of 15
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.
An endorsement shall state that coverage shall not be canceled
except after thirty (3 0) 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:
Consulting Services Agreement between July 1, 2016
City of Dublin and 4LEAF, Inc. Page 6 of 15
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 ANII.
4.4.2 Verification of coverage. Prior to beginning any work under this
Agreement, Consultant shall furnish City with certificates of insurance and
with original endorsements effecting coverage required herein. The
certificates and endorsements for each insurance policy are to be signed by
a person authorized by that insurer to bind coverage on its behalf. The
City reserves the right to require complete, certified copies of all required
insurance policies and endorsements. Failure to exercise this right shall
not constitute a waiver of right to exercise later.
4.4.3 Subcontractors. Consultant agrees to include with all subcontractors in
their subcontract the same requirements and provisions of this Agreement
including the Indemnification and Insurance requirements to the extent
they apply to the scope of the Subcontractor's work. Subcontractors hired
by Consultant agree to be bound to Consultant and the City in the same
manner and to the same extent as Consultant is bound to the City under the
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
Consulting Services Agreement between July 1, 2016
City of Dublin and 4LEAF, Inc. Page 7 of 15
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 (if agreed to in a written
contract or agreement) before City's own insurance or self - insurance shall
be called upon to protect City as a named insured.
4.4.7 Notice of Reduction in Coverage. In the event that any coverage
required by this section is reduced, limited, or materially affected in any
other manner, Consultant shall provide written notice to City at
Consultant's earliest possible opportunity and in no case later than five
days after Consultant is notified of the change in coverage.
4.5 Remedies. In addition to any other remedies City may have if Consultant fails to
provide or maintain any insurance policies or policy endorsements to the extent
and within the time herein required, City may, at its sole option exercise any of
the following remedies, which 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.
Consulting Services Agreement between July 1, 2016
City of Dublin and 4LEAF, Inc. Page 8 of 15
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 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.
Consulting Services Agreement between July 1, 2016
City of Dublin and 4LEAF, Inc. Page 9 of 15
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, approvals and training 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.
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City of Dublin and 4LEAF, Inc. Page 10 of 15
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 ninety (90) 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 l .l . 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.
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.
Consulting Services Agreement between July 1, 2016
City of Dublin and 4LEAF, Inc. Page 11 of 15
8.6 Options upon Breach by Consultant. If Consultant materially breaches any of
the terms of this Agreement, City's remedies shall included, but not be limited to,
the following:
8.6.1 Immediately terminate the Agreement;
8.6.2 Retain the plans, specifications, drawings, reports, design documents, and
any other work product prepared by Consultant pursuant to this
Agreement;
8.6.3 Retain a different consultant to complete the work described in Exhibit A
not finished by Consultant; or
8.6.4 Charge Consultant the difference between the cost to complete the work
described in Exhibit A that is unfinished at the time of breach and the
amount that City would have paid Consultant pursuant to Section 2 if
Consultant had completed the work.
Section 9. KEEPING AND STATUS OF RECORDS,
9.1 Records Created as Part of Consultant's Performance. All reports, data,
maps, models, charts, studies, surveys, photographs, memoranda, plans, studies,
specifications, records, files, or any other documents or materials, in electronic or
any other form, that Consultant prepares or obtains pursuant to this Agreement
and that relate to the matters covered hereunder shall be the property of the City.
Consultant hereby agrees to deliver those documents to the City upon termination
of the Agreement. It is understood and agreed that the documents and other
materials, including but not limited to those described above, prepared pursuant to
this Agreement are prepared specifically for the City and are not necessarily
suitable for any future or other use. City and Consultant agree that, until final
approval by City, all data, plans, specifications, reports and other documents are
confidential and will not be released to third parties without prior written consent
of both parties.
9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers,
books of account, invoices, vouchers, canceled checks, and other records or
documents evidencing or relating to charges for services or expenditures and
disbursements charged to the City under this Agreement for a minimum of three
(3) years, or for any longer period required by law, from the date of final payment
to the Consultant to this Agreement.
9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of
this Agreement requires Consultant to maintain shall be made available for
inspection, audit, and /or copying at any time during regular business hours, upon
oral or written request of the City. Under California Government Code Section
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City of Dublin and 4LEAF, Inc. Page 12 of 15
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 Alameda or in the
United States District Court for the Northern District of California.
10.3 Severability. If a court of competent jurisdiction finds or rules that any provision
of this Agreement is invalid, void, or unenforceable, the provisions of this
Agreement not so adjudged shall remain in full force and effect. The invalidity in
whole or in part of any provision of this Agreement shall not void or affect the
validity of any other provision of this Agreement.
10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision
of this Agreement does not constitute a waiver of any other breach of that term or
any other term of this Agreement.
10.5 Successors and Assigns. The provisions of this Agreement shall inure to the
benefit of and shall apply to and bind the successors and assigns of the parties.
10.6 Use of Recycled Products. Consultant shall prepare and submit all reports,
written studies and other printed material on recycled paper to the extent it is
available at equal or less cost than virgin paper.
10.7 Conflict of Interest. Consultant may serve other clients, but none whose
activities within the corporate limits of City or whose business, regardless of
location, would place Consultant in a "conflict of interest," as that term is defined
in the Political Reform Act, codified at California Government Code Section
81000 et 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
Consulting Services Agreement between July 1, 2016
City of Dublin and 4LEAF, Inc. Page 13 of 15
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.
Principals and those performing work for City of Dublin may be required to
submit a California Fair Political Practices Commission (FPPC) Form 700:
Statement of Economic Interests documenting potential financial conflicts of
interest. For additional information, proposers should refer to the FPPC website at
www.fppc.ca.gov/index.php?id=500.
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:
Craig Tole
Director of Development Services
2110 Rheem Drive
Suite A
Pleasanton, CA 94588
Any written notice to City shall be sent to:
City of Dublin
Attention: City Manager
100 Civic Plaza
Dublin, CA 94568
Consulting Services Agreement between July 1, 2016
City of Dublin and 4LEAF, Inc. Page 14 of 15
10.11 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
Christopher L. Foss
City Manager
Attest:
Caroline Soto, City Clerk
Approved as to Form:
John Bakker, City Attorney
CONS
Kevin Duggan
Principal
Consulting Services Agreement between July 1, 2016
City of Dublin and 4LEAF, Inc. Page 15 of 15
EXHIBIT A
SCOPE OF SERVICES
BUILDING INSPECTION AND PLAN CHECK SERVICES. Consultant shall enforce
provisions of the City's Building, Residential, Electrical, Plumbing, Mechanical, Green
Building Standards, Universal Design, Energy and Housing Codes; The City of Dublin's
Zoning Code; and related State and local laws. Consultant shall mal {e such inspections
and investigations as may be required to effect such enforcement and issue permits as /
are required by the City's Ordinances and duly adopted policies. Such enforcement shall
include the duties related to the Building Official, as assigned, as set forth in the Dublin
Municipal Code, and in the performance of such work the Consultant shall do the
following:
a. Plan Review. As directed by the Chief Building Official, review plans prepared
by or on behalf of applicants for compliance with the applicable Federal, State,
and City ordinances and regulations. Consultant shall maintain a close liaison
with City Planning Division Staff in order to insure that appropriate requirements
of the Zoning Ordinance are incorporated within the plans submitted.
Consultant will strive to complete the first plan check submitted within ten (10)
business days of notification of assignment of review by the City. The goal
agreed to by Consultant will be to complete 95% of all complete submittal within
the 10 day period. City recognizes that on large scale projects this may not be
possible and Consultant will strive for a plan review period that does not exceed
fifteen (15) days on large -scale projects. The Consultant SHALL notify the Chief
Building Official if the first plan check will not be completed within 10 business
days.
Consultant will strive to complete the second or subsequent plan check submitted
within five (5) business days of notification of assignment of review by the City.
The goal agreed to by Consultant will be to complete 95% of all complete
submittal within the 5 day period. City recognizes that on large scale projects this
may not be possible and Consultant will strive for a plan review period that does
not exceed ten (10) days on large -scale projects. The Consultant SHALL notify
the Chief Building Official if the first plan check will not be completed within 5
business days.
b. Building Inspection. Provide building inspection services during the course of
construction of facilities to enforce compliance with the provisions of applicable
laws including City Ordinances and regulations set forth on the plans for which
the permit is issued. In the performance of such duties, Consultant shall provide
prompt inspections for each project at the completion of various stages of
construction to determine compliance. Consultant shall provide City Manager
and / or designee with relevant background information on all assigned inspection
Consulting Services Agreement between July 1, 2016
City of Dublin and 4LEAF, Inc. -- Exhibit A Page 1 of 3
personnel prior to assignment under this agreement. Consultant shall assign
competent personnel whose background, experience, applicable certifications, and
demeanor demonstrate an ability to conduct inspections of the type required under
this Agreement, in accordance with City standards. City Manager and / or
designee shall determine acceptability of assigned inspection personnel.
Consultant shall promptly identify alternate personnel in the event of a request by
the City Manager and / or designee.
In the event that Consultant request a change in the assigned inspection personnel,
Consultant shall bear the full cost of any training required to familiarize the
assigned personnel with the current status of projects in the City. At the
minimum, this shall include a one -week overlap with both inspectors. In the
event that an assigned inspector is absent for a period of greater than three
concurrent workdays, the Consultant will provide a qualified temporary
replacement that is approved by the City.
c. Housing Code Enforcement. Under the direction of the Chief Building Official,
Consultant shall enforce the City's Housing Code by investigation of complaints
regarding substandard housing conditions and when necessary, prepare cases for
citation hearings, criminal proceedings in municipal court, and / or civil
abatement proceedings.
d. Presentations of Code Updates. In the event that the State of California adopts
revisions to any of the adopted codes during the term of this Agreement,
Consultant shall assist the Chief Building Official in preparing the staff report and
necessary ordinances in advance of the State mandatory implementation date.
Other Duties. Consultant shall perform other related activities as requested by the
City, including Building Official services. Fees for such services shall be
negotiated on an as- needed basis as approved by the City Manager or his /her
designee.
2. REPORTING / PUBLIC INFORMATION. Consultant shall be responsible for
coordination of monthly and annual reports summarizing activities undertaken pursuant
to this Agreement. Reports shall be in a format as mutually agreed by the City Manager
and /or designee. As required, Consultant may prepare staff reports for City Council,
including but not limited to review and adoption of related code updates. Consultant
shall also assist with the preparation of informational brochures designed to assist the
public with Building and Safety process.
3. COLLECTION OF FEES. All fees collected from permit applicants in connection with
the carrying out of the functions set forth in this Agreement shall be collected by the City.
If required, Consultant shall submit as appropriate, information and recommendations on
proposed City adjustments to the adopted fee schedules.
Consulting Services Agreement between July 1, 2016
City of Dublin and 4LEAF, Inc. -- Exhibit A Page 2 of 3
4. LIMITATIONS (AVODANCE OF CONFLICTS). During the term of this Agreement,
Consultant shall not provide services to any client for a project that requires and approval
from the City.
Consulting Services Agreement between July 1, 2016
City of Dublin and 4LEAF, Inc. -- Exhibit A Page 3 of 3
EXHIBIT B
PAYMENT SCHEDULE
A. City shall pay Consultant for services rendered in accordance with the hourly rates stated
in section B. Consultant shall submit invoices, not more often than once per month,
based upon the work completed. At the sole discretion of the City, other payment
schedules may be considered. Invoices shall include an accounting of all hours by
classification and task. Invoices shall include the purchase order number, amount of
purchase order, amount of purchase order remaining, and total hours of augmentation
personnel assigned to the City covered by purchase order. The format documentation
included on the invoice shall be subject to approval by the City Manager and / or
designee.
B. HOURLY RATES:
The following rates include all reimbursable or indirect costs, including but not limited to
business cards, all required code books and references, a vehicle and mobile field device
(smart phone or laptop) compatible with the City's permitting system.
Supervising Building Inspector $112
(Includes oversight of Contract
Inspectors, monitoring of Inspections
demand and a knowledge / certification
in commercial /multi - family and single
family building systems. May include
plan checking assignments)
2. Building Inspector III $103
(Includes knowledge / certification in
commercial /multi - family and single
family building systems including
structural, mechanical, plumbing, and
electrical systems. May include plan
checking of non - structural plans.)
Building Inspector II $92
(Includes knowledge / certification in
residential building systems including
structural, mechanical, plumbing, and
electrical systems. May include plan
checking of non - structural plans.)
Consulting Services Agreement between July 1, 2016
City of Dublin and 4LEAF, Inc. -- Exhibit B Page 1 of 2
4. Building Inspector I $82
(Includes inspections of residential
buildings)
5. Building Inspector Trainee $62
(Includes training or entry level
inspections of residential buildings)
6. Plan Review (on or off site) $120
(Includes accessibility plan review
meeting State standards)
7. Certified Access Specialist — $5
Augmentation Inspector
(An hourly surcharge is permitted for
each Building Inspector rate listed in this
Exhibit that holds an active CASp
certification)
8. Overtime rate 150% of Above Hourly Rates
(When pre- approved in writing from
Contract Administrator or designee)
Consulting Services Agreement between July 1, 2016
City of Dublin and 4LEAF, Inc. -- Exhibit B Page 2 of 2
EXHIBIT C
SPECIAL PROVISIONS
The following provisions are hereby incorporated in the Agreement by and between COMPANY
(Consultant) and City of Dublin (City):
ASSIGNED PERSONNEL / SUB CONTRACTORS.
The following terms and conditions are hereby agreed to by Consultant prior to the assignment
of personnel or use by Consultant of subcontractors.
a. Submittal to City Manager. The name, background and experience of any and every
firm or individual to which any work outlined in this Agreement is to be performed
must be submitted to the City Manager and / or designee for prior approval.
b. Consultant Liable for Work of Subcontractors. Approval by the City Manager of a
subcontractor shall not relieve Consultant of any liability for the work to be
performed pursuant to this Agreement, nor shall such approval infer any contractual
relationship between City and any subcontractor.
EMERGENCY OPERATIONS ASSISTANCE.
The following terms and conditions are hereby agreed to by Consultant in the event of a local or
regional emergency:
a. Report into the City of Dublin Emergency perations Center (E.O.C.). Contract
personnel assigned to the City will make a reasonable effort to report to the City of
Dublin E.O.C. as soon as possible following a local or regional emergency.
b. Consultant shall provide emergency preparedness training. All contract personnel
assigned to the City shall maintain at all times appropriate emergency training and
certification, such as ATC -20 Damage Assessment Training and Certification.
c. The Consultant shall make contract personnel and Consultant resources available for
emergency response at the same hourly rates and conditions specified in this contract.
d. The Consultant acknowledges that emergency response work may require variations
in the work hours and assignments.
Consulting Services Agreement between July 1, 2016
City of Dublin and 4LEAF, Inc. -- Exhibit C Page 1 of 1