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HomeMy WebLinkAboutReso 186-16 Bellecci & Associates Agreement Amendment 2 RESOLUTION NO. 186 — 16 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN APPROVING AMENDMENT NO. 2 TO THE AGREEMENT WITH BELLECCI & ASSOCIATES, INC. TO PROVIDE CONSULTING SERVICES FOR THE DUBLIN BOULEVARD IMPROVEMENTS - SIERRA COURT/CIVIC PLAZA TO DUBLIN COURT— CIP NO. ST1012 WHEREAS, on February 7, 2012, the City of Dublin entered into an Agreement with Bellecci & Associates, Inc. to perform preliminary engineering services for the Dublin Boulevard Improvement project from Sierra Court/Civic Plaza to Dublin Court under CIP No. ST1012; and WHEREAS, on June 18, 2013, the City Council of the City of Dublin adopted the project Mitigated Negative Declaration and approved the preliminary engineering plans for the Dublin Boulevard Improvements project from Sierra Court/Civic Plaza to Dublin Court, and WHEREAS, on October 15, 2013, the parties entered into Amendment No. 1 expanding the scope to include completion of the 95% design package, design for the Rule 20A Undergrounding project, and acquisition of necessary right-of-way for the proposed project; and WHEREAS, the City desires to amend Bellecci & Associates' existing Agreement to complete the abovementioned tasks. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin hereby approves the Amendment No.2 to the Agreement with Bellecci & Associates, Inc., attached hereto as Exhibit A, for the Dublin Boulevard Improvements — Sierra Court/Civic Plaza to Dublin Court (CIP No. ST1012). BE IT FURTHER RESOLVED that the City Manager is authorized to execute Amendment No. 2 to the Agreement. PASSED, APPROVED AND ADOPTED this 20th day of December, 2016, by the following vote: AYES: Councilmembers Biddle, Goel, Gupta, Hernandez and Mayor Haubert NOES: ABSENT: ABSTAIN: I Jo/ Lititigiii ■44 M-yor ATTEST: plii...,— Pe?6,47 City Clerk Reso No. 186-16, Adopted 12/20/2016, Item No. 4.4 Page 1 of 1 I. CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND BELLECCI&ASSOCIATES, INC. THIS AGREEMENT for consulting services is made by and between the City of Dublin ("City")and Bellecci&Associates, Inc. ("Consultant')as of February 7,2012. Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement,Consultant shall provide to City the services described in the Scope of Work attached as Exhibit A at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on the date first noted above and shall end on June 2013,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 a sum not to exceed TWO HUNDRED SIX THOUSANS, FORTY-SIX DOLLARS AND NO CENTS($206,046.00), notwithstanding any contrary indications that may be contained in Consultant's proposal, for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Consultant's proposal,attached as Exhibit B, regarding the amount of compensation,the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner Consulting Services Agreement between February 7,2012 City of Dublin and Bellecci&Associates, Inc.—Exhibit B Page 1 of 16 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; • A Task Summary containing the original contract amount,the amount of prior billings,the total due this period,the balance available under the Agreement, and the percentage of completion; • At City's option,for each work item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person doing the work,the hours spent by each person,a brief description of the work,and each reimbursable expense; • The total number of hours of work performed under the Agreement by Consultant and each employee,agent,and subcontractor of Consultant performing services hereunder, as well as a separate notice when the total number of hours of work by Consultant and any individual employee, agent,or subcontractor of Consultant reaches or exceeds 800 hours,which shall include an estimate of the time necessary to complete the work described in Exhibit A; • The Consultant's signature. 2.2 Monthly Payment. City shall make monthly payments, based on invoices received,for services satisfactorily performed,and for authorized reimbursable costs incurred. City shall have 30 days from the receipt of an invoice that complies with all of the requirements above to pay Consultant. 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. Consulting Services Agreement between February 7,2012 City of Dublin and Bellecci&Associates, Inc.—Exhibit B Page 2 of 16 1 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 in Exhibit B,and shall not exceed ONE THOUSAND FIVE HUNDRED DOLLARS AND NO CENTS($1,500.00). Expenses not listed are not chargeable to City. Reimbursable expenses are included in the total amount of compensation provided under this Agreement that shall not be exceeded. 2.7 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. 2.8 Payment upon Termination. In the event that the City or Consultant terminates this Agreement pursuant to Section 8,the City shall compensate the Consultant for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets in order to verify costs incurred to that date. 2.9 Authorization to Perform Services. The Consultant is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator. Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement. City shall make available to Consultant only the facilities and equipment listed in this section,and only under the terms and conditions set forth herein. City shall furnish physical facilities such as desks,filing cabinets,and conference space,as may be reasonably necessary for Consultant's use while consulting with City employees and reviewing records and the information in possession of the City. The location,quantity,and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be obligated to furnish any facility that may involve incurring any direct expense,including but not limited to computer, long-distance telephone or other __ communication charges,vehicles, and reproduction facilities. Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant,at its own cost and expense,shall procure"occurrence coverage"insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant and its agents, representatives,employees,and subcontractors. Consultant shall provide proof satisfactory to City of such insurance that meets the requirements of this section and under forms of insurance satisfactory in all respects to the City. Consultant shall maintain the Consulting Services Agreement between February 7,2012 City of Dublin and Bellecci&Associates, Inc.—Exhibit B Page 3 of 16 insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Consultant's bid. Consultant shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s)and provided evidence thereof to City. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. 4.1 Workers'Compensation. Consultant shall,at its sole cost and expense,maintain Statutory Workers'Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Consultant. The Statutory Workers' Compensation Insurance and Employer's Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS($1,000,000.00)per accident. In the alternative, Consultant may rely on a self-insurance program to meet those requirements, but only if the program of self-insurance complies fully with the provisions of the California 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 (ed. 11/88)or Insurance Services Office form number GL 0002(ed. 1/73) covering comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability. Consulting Services Agreement between February 7,2012 City of Dublin and Bellecci&Associates, Inc.—Exhibit B Page 4 of 16 Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (ed. 12/90)Code 8 and 9("any auto"). No endorsement shall be attached limiting the coverage. 4.2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as an endorsement to the policy: a. City and its officers,employees,agents,and volunteers shall be covered as additional insureds with respect to each of the following:liability arising out of activities performed by or on behalf of Consultant,including the insured's general supervision of Consultant;products and completed operations of Consultant;premises owned,occupied,or used by Consultant;and automobiles owned, leased,or used by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers,employees,agents,or volunteers. b. The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis. c. An endorsement must state that coverage is primary insurance with respect to the City and its officers, officials,employees and volunteers, and that no insurance or self-insurance maintained by the City shall be called upon to contribute to a loss under the coverage. d. Any failure of CONSULTANT to comply with reporting provisions of the policy shall not affect coverage provided to CITY and its officers, employees, agents, and volunteers. e. An endorsement shall state that coverage shall not be canceled except after thirty(30)days'prior written notice by certified mail,return receipt requested, has been given to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended,voided or reduced in coverage or in limits. 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) Consulting Services Agreement between February 7,2012 City of Dublin and Bellecci&Associates, Inc.—Exhibit B Page 5 of 16 4 • days'prior written notice by certified mail, return receipt requested,has been given to the City. 4.3.3 The policy must contain a cross liability or severability of interest clause. 4.3.4 The following provisions shall apply if the professional liability coverages are written on a claims-made form: a. The retroactive date of the policy must be shown and must be before the date of the Agreement. b. Insurance must be maintained and evidence of insurance must be provided for at least five years after completion of the Agreement or the work,so long as commercially available at reasonable rates. c. If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the date of this Agreement, Consultant must provide extended reporting coverage for a minimum of five years after completion of the Agreement or the work. The City shall have the right to exercise, at the Consultant's sole cost and expense,any extended reporting provisions of the policy, if the Consultant cancels or does not renew the coverage. d. A copy of the claim reporting requirements must be submitted to the City prior to the commencement of any work under this Agreement. 4.4 All Policies Requirements. 4.4.1 Acceptability of insurers. All insurance required by this section is to be placed with insurers with a Bests'rating of no less than A:VII. 4.4.2 Verification of coverage. Prior to beginning any work under this Agreement, Consultant shall furnish City with certificates of insurance and with original endorsements effecting coverage required herein. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The City reserves the right to require complete,certified copies of all required insurance policies,at any time. 4.4.3 Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 4.4.4 Variation. The City may approve a variation in the foregoing insurance requirements, upon a determination that the coverages,scope, limits, and forms Consulting Services Agreement between February 7,2012 City of Dublin and Bellecci&Associates, Inc.—Exhibit B Page 6 of 16 of such insurance are either not commercially available,or that the City's interests are otherwise fully protected. 4.4.5 Deductibles and Self-Insured Retentions. Consultant shall disclose to and obtain the approval of City for the self-insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. During the period covered by this Agreement,only upon the prior express written authorization of Contract Administrator, Consultant may increase such deductibles or self-insured retentions with respect to City, its officers,employees,agents,and volunteers. The Contract Administrator may condition approval of an increase in deductible or self-insured retention levels with a requirement that Consultant procure a bond,guaranteeing payment of losses and related investigations,claim administration,and defense expenses that is satisfactory in all respects to each of them. 4.4.6 Notice of Reduction in Coverage. In the event that any coverage required by this section is reduced, limited, or materially affected in any other manner, Consultant shall provide written notice to City at Consultant's earliest possible 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. Consultant shall indemnify,defend with counsel selected by the City, and hold harmless the City and its officials,officers, employees, and volunteers from and against any and all losses,liability,claims,suits, actions,damages, and causes of action arising out of any personal injury,bodily injury, loss of life,or damage to property,or any violation of any federal,state,or municipal law or ordinance,to the extent caused, in whole or in part, by the willful misconduct or negligent acts or omissions of Consultant or its employees,subcontractors,or agents,by acts for which they could be held strictly liable,or by the quality or character of their work. The foregoing obligation of Consultant shall not apply to the extent(1)the injury, loss of life,damage to Consulting Services Agreement between February 7,2012 City of Dublin and Bellecci&Associates, Inc.—Exhibit B Page 7 of 16 • • property,or violation of law arises from the negligence or willful misconduct of the City or its officers, employees, agents,or volunteers or(2)the actions of Consultant or its employees,subcontractor,or agents have contributed in no part to the injury,loss of life,damage to property,or violation of law. It is understood that the duty of Consultant to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Consultant from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply to any such damages or claims for damages whether or not such insurance policies shall have been determined to apply. By execution of this Agreement,Consultant acknowledges and agrees to the provisions of this Section and that it is a material element of consideration. 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. C 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. Consulting Services Agreement between February 7,2012 City of Dublin and Bellecci&Associates, Inc.—Exhibit B Page 8 of 16 • 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 thirty(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 Consulting Services Agreement between February 7,2012 City of Dublin and Bellecci&Associates, Inc.—Exhibit B Page 9 of 16 } 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 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 Consulting Services Agreement between February 7, 2012 City of Dublin and Bellecci&Associates, Inc.—Exhibit B Page 10 of 16 I above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that, until final approval by City,all data, plans,specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties. 9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices,vouchers,canceled checks,and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three(3)years,or for any longer period required by law,from the date of final payment to the Consultant to this Agreement. 9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS($10,000.00), the Agreement shall be subject to the examination and audit of the State Auditor,at the request of City or as part of any audit of the City,for a period of three(3)years after final payment under the Agreement. Section 10 MISCELLANEOUS PROVISIONS. 10.1 Attorneys' Fees. If a party to this Agreement brings any action, including an action for declaratory relief,to enforce or interpret the provision of this Agreement,the prevailing party shall be entitled to reasonable attorneys'fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement,the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Alameda or in the United States District Court for the Northern District of California. 10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid,void,or unenforceable,the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. Consulting Services Agreement between February 7,2012 City of Dublin and Bellecci&Associates, Inc.—Exhibit B Page 11 of 16 4 10.5 Successors and Assicns. 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. 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 Gary Huisingh, Public Works Director("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: Frank C.Bellecci,President Bellecci&Associates, Inc. 2290 Diamond Boulevard,Suite 100 Concord,CA 94520 Any written notice to City shall be sent to: Gary Huisingh, Director Consulting Services Agreement between February 7,2012 City of Dublin and Bellecci&Associates, Inc.—Exhibit B Page 12 of 16 City of Dublin Public Works 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. o .• -j3 * No. * Seal and •ignature 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. Consulting Services Agreement between February 7,2012 City of Dublin and Bellecci&Associates, Inc.—Exhibit B Page 13 of 16 CITY OF DUBLIN BELLECCI&ASSOCIATES, INC. oni L.Pattillo,City Manager rank G. Bellecci, President Attest: di;447 a e Caroline Soto,City Clerk Approved as to Form: Jo,• :akker, City Attorney Consulting Services Agreement between February 7,2012 City of Dublin and Bellecci&Associates, Inc.—Exhibit B Page 14 of 16 • EXHIBIT A SCOPE OF SERVICES To perform civil engineering,land surveying services,environmental services,and landscape architecture as delineated in the attached proposal dated November 16,2011,for the Dublin Boulevard Widening Project(Sierra Court/Civic Plaza to Dublin Court). Consulting Services Agreement between February 7,2012 City of Dublin and Bellecci&Associates, Inc.—Exhibit B Page 15 of 16 Bocci AssociateLinc. Civil Engineadng • Land Phoning • Land eying EXHIBIT A DUBLIN BOULEVARD WIDENING PROJECT (SIERRA CT./CIVIC PLAZA TO DUBLIN CT.) November 16,2011 The City of Dublin("CITY")is retaining Bellecci&Associates,Inc("CONSULTANT")to perform civil engineering, land surveying services, environmental services,and landscape architecture for the Dublin Boulevard Widening Project(Sierra Ct./Civic Plaza to Dublin Ct.) ("PROJECT"). The scope of work in described in more detail below. SCOPE OF WORK (PHASE 1 DESIGN SERVICES) Bellecci&Associates will manage the design process of the multi-disciplined team from the project inception through to the preliminary design approval. The Phase 1 Design Team will include the following Design Professionals: • Land Surveyors Bellecci&Associates • Civil Engineers Bellecci&Associates • Landscape Architects Royston Hanamoto Alley and Abey(RHAA) • Environmental Planners Atkins Project Coordination Meetings(Bellecci) Bellecci will attend meetings with City staff for the coordination of the project.The meetings shall include: • One(1)project kick-off meeting with City and project stakeholders • Two(2)design review meetings with Public Works staff • One(1)pre-outreach coordination meeting Deliverable:None Right of Way Research,Data Collection and Mapping(Bellecci) A Right of Way(ROW)base map will be prepared depicting the ROW and the record ownership along Dublin Boulevard as well as extending up Sierra Ct,Civic Plaza,and Dublin Ct.The ROW base map will all depict all areas to be acquired.This map will be the basis for all ROW acquisition exhibits. Deliverable:Electronic PDF copy of the right of way base map BeIecc & Associates,inc. ChM t ieaarig • Land Flaming • Land Swveyhig Topographic Survey and Mapping(Bellecci) Design level topographic survey mapping will commence as the first order of work. This mapping will become the basis for all planning and proposed design activities. Particular detail will be given to defining the existing conditions along both the northerly and southerly right of way lines of Dublin Boulevard The topographic survey will include the physical features within the project area including the entirety of the Dublin Sports Grounds parking lot.Aerial mapping will include,but not be limited to: a. Curbs,gutters,and sidewalks. b. Signing and striping. c. Sewer manhole rim elevations. d. Storm drain manhole rim elevations,pipe inverts at manhole,pipe diameters drain inlets bottom,drain inlets pipe inverts,catch basin grate elevations and storm drain lines. e. Water valve boxes,meter boxes,anode boxes,fire hydrants and water lines. f. Gas valve boxes and gas lines. g. Traffic signal boxes,street light boxes,utility vaults,electrical poles,loop detectors, traffic sign posts,street lights,and electrical lines. h. Cable TV boxes,cable TV lines,telephone poles and telephone lines. i. Street monuments. j. Curb and gutter with spot elevations,sidewalks,driveways,trees,and fences. k. Street furniture and bus stops. 1. Utility poles and guy wires. m. Locations for overhead connections to existing buildings. n. Other significant improvements not listed. All mapping will be prepared at a scale of 1"=20'with a 1'contour interval. A color digital orthographic photograph will be included for use throughout the project planning and design process. Deliverable:Electronic PDF copy of the topographic survey and an electronic copy of the orthographic photograph Environmental Services(Atkins) CEOA Documentation Based on our knowledge of the project and the project area,the widening of Dublin Boulevard would likely require the completion of a CEQA Initial Study(IS)followed by adoption of a Mitigated Negative Declaration(MIND)by the City acting as the CEQA Lead Agency.An Environmental Impact Report(EIR)is not anticipated or included in this scope. The widening project would occur in a built out urban area for a relatively short length of roadway.All potential project impacts would be mitigated to a less-than-significant level with the adoption of standard mitigation measures. Atkins will prepare an administrative draft IS according to current State CEQA Guidelines and appropriate City environmental regulations and standards.The IS will include a full Q Belecci & Assoc,ids,inc. Civil Enginfnting • Land Planting • Land Ilervagiag project description,graphics as necessary,a full description of potential project impacts per topic,and achievable measures to mitigate all project impacts. One administrative draft IS/MND will be prepared by Atkins for review by the City.Atkins will respond to one set of consolidated comments in the preparation of a screencheck draft IS/MND.The screencheck draft IS/MND will then be revised per City comments and the final IS/MND will be reproduced for circulation to the public.Following public review of the IS/MND,Atkins will summarize and respond to public comments received on the document in anticipation of approval by the City. Deliverable:CEQA Initial Study(IS)and Mitigated Negative Declaration(MND) NEPA Documentation(Optional.if Needed) If the City pursues federal funding for the widening project,the project would be subject to federal environmental regulations such as the National Environmental Policy Act(NEPA). Compliance with these regulations would be handled through the Caltrans District 4 Office of Local Assistance.The Caltrans District 4 Office of Local Assistance will act as the NEPA Lead Agency for the project as delegated by the Federal Highway Administration(FHWA). To initiate the Local Assistance process,Atkins will review project materials,conduct a preliminary field review,and review available information in order to complete a Draft Preliminary Environmental Study(PES)Form(with supporting documentation)per the current Caltrans Standard Environmental Reference(SER).The draft PES Form will include a determination of the technical studies,permits,and environmental documentation required for the project.Following review by the City,Atkins will revise and finalize the PES Form for City submittal to the Caltrans District Local Assistance Engineer(DLAE).Atkins will then revise the PES Form in response to Caltrans comments,if any.As part of the approval of the PES Form by Caltrans,Atkins will participate in a second site visit with the City and Caltrans, to be scheduled by the City. The Caltrans-approved PES form will determine the types of technical reports and NEPA documentation required for this project.Atkins anticipates that the widening project would qualify for a NEPA Categorical Exclusion(CE)under 23 CFR Section 771.117(d).No Caltrans-required technical reports are anticipated or included in this scope since the project would be constructed in a built-up urban area with few existing natural resources.A records search of the Northwest Information Center at Sonoma State may be required to confirm that no historic resources are present;however full Section 106 documentation is not anticipated. In addition,technical memoranda may be required by Caltrans to document potential construction-related effects on air quality,water quality,noise,etc.but are not included in this scope. Deliverable:NEPA Categorical Exclusion(CE) Utility Research &Coordination (Bellecci) Bellecci will coordinate with owners of the utilities (including City owned facilities) in the project areas to obtain copies of their utility base maps. The utility information will be added to the topographic base map. 3 • Beleceri & Associates,inc. EEngineering • Lana m i mamma • Ld Eur+vtrhia In addition we will inventory and catalogue each and every utility along the route. This inventory and catalogue approach,when performed comprehensively early in the project topographic mapping stage,enables us to track the status of all utility facilities and responses from the appropriate jurisdiction. Deliverable:Electronic copy of correspondence with the utility companies and a PDF copy of the utility inventory catalog Preliminary Design Plans and Estimates(Bellecci&RHAA) We will prepare three different alternatives of the preliminary design plans for the project. The purpose of the preliminary design is to provide a roadway design analysis for several alternatives showing the viable roadway cross sections and depicting methodologies to address the City's stated goals. Bellecci will provide typical street sections for City review, based on layout ideas provided by Bellecci and RHAA. Team members will review possible strategies to accommodate the goals of a Complete Street project. These include, but are not necessarily limited to: • 11'thrulanes • Class 2 Bike Lane along both the north and south sides of the roadway. • Class 1 Bike Way along the south side and with the Dublin Sports Grounds parking lot. • In conjunction with the Class 1 Bike Way,a separate 12'wide pedestrian and bicycle bridge across the ACFC parcel thereby not impacting the creek resulting in no extension of the headwall and associated pipe. • Opportunities for enhanced bus turnout and bus stop. • Opportunities for street furniture. • Opportunities for unifying the corridor with repetitive design elements. • Curb ramp improvements for ADA compliance issues. • Parking lot modifications. RHAA will work in conjunction with Bellecci to prepare Preliminary Design Plans for landscaping that are in harmony with the proposed roadway widening project.In association with the landscaping design,we will work with the City to prepare a plan to coordinate site furnishings with the landscaping and lighting all in keeping with the Complete Street design philosophy. Deliverable: 1 bond and electronic PDF copy of each option and a technical memorandum discussing the options along with probable costs of construction for each option Agency Coordination(Bellecci) Bellecci will coordinate with the transit agencies to discuss the potential impacts that the widening project may have to their bus stops within the project limits.We will work with the transit agencies to develop ideas for the existing bus stops that will be reflected on the preliminary plans. 3 1 , " eBelecci & Asfiqciates,Inc. Ingineering • Land,mammas • Land garregirrg We will also contact Alameda County Flood Control(ACFC)to discuss the preliminary plans and the options of either extending the existing box culvert or spanning the channel with a prefabricated bridge. The results of our discussions will be reflected on the preliminary plans. In addition we will meet and review the three preliminary design alternatives with the Department of the Interior(DOI)to get their input,to discuss the impacts to the park and to obtain the DOI requirements for doing any work in the park. Deliverable: Correspondence with the agencies and meeting minutes from any meetings Public Outreach Meeting(Bellecci&RHAA) We will conduct a public outreach meeting with the stakeholders for the Dublin Boulevard Widening Project. We assume the City will be sending out all meeting notifications to the stake holders and that the meeting will be held in the evening at a City owned facility. The meeting will present the approved design alternative and get public feedback on the project. We will explain the existing conditions and constraints and the proposed design elements. Deliverable:A summary of comments from the stakeholder meeting Property Owner Coordination(Bellecci) During the preliminary design phase we will coordinate with the impacted property owners to inform them of the proposed Dublin Boulevard widening and to get any initial feedback regarding the project. Deliverable:A summary of comments from the property owners Rule 20A Underground District Formation(Bellecci) Bellecci will assist and advise the City on the formation of the Rule 20A Underground Utility District.As part of the work we will prepare exhibits and attend meetings with the utility companies. In addition we will prepare a plat map and legal description showing the boundary for the proposed Underground Utility District(UUD). The narrative legal description will be prepared in a format which describes the UUD by listing all of the parcels contained within the UUD along with the roadways contained within the UUD. The legal description will be stamped by a California Licensed Land Surveyor. Deliverable:An electronic PDF copy of the underground district map and legal description 4 EXHIBIT B COMPENSATION SCHEDULE The term of the agreement shall be for a period ending June 2013. Compensation shall be paid per the attached Fee Schedule. City shall pay Consultant on a time-and-materials basis in an amount not to exceed the total sum of Two Hundred Six Thousand Forty-Six Dollars and No Cents($206,046.00)for services to be performed pursuant to this Agreement. Consultant shall submit invoices at the end of each specific project or as agreed between Consultant and City regarding each specific project,based on the cost for services performed. The total sum stated above shall be the total which 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 unless such extra service and the price therefor is agreed to in writing executed by the City Manager or other designated official of City authorized to obligate City thereto prior to the time such extra service is rendered and in no event shall such change order exceed twenty-five percent(25%)of the initial contract price. The services to be provided under this Agreement may be terminated without cause at any point in time in the sole and exclusive discretion of City. If the Agreement is terminated by City, Consultant shall be entitled to receive just and equitable compensation for any satisfactory work completed on such documents and other materials to the effective date of such termination. In that event,all finished and unfinished documents and other materials shall, at the option of the City,become City's sole and exclusive property. Consultant hereby expressly waives any and all claims for damages or compensation arising under this Agreement. Consultant shall maintain adequate logs and timesheets in order to verify costs incurred to date. The Consultant is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of a fully executed Purchase Order from the Finance Department of the City of Dublin. Consulting Services Agreement between February 7,2012 City of Dublin and Bellecci&Associates, Inc.--Exhibit B Page 16 of 16