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HomeMy WebLinkAbout4.6 - 1524 RHAA Consultant Contract Page 1 of 3 STAFF REPORT CITY COUNCIL DATE: July 18, 2017 TO: Honorable Mayor and City Councilmembers FROM: Christopher L. Foss, City Manager SUBJECT: Agreement with Royston Hanamoto Alley & Abey (RHAA) to Prepare a Downtown Dublin Streetscape Plan Prepared by: Amy Million, Principal Planner EXECUTIVE SUMMARY: The City Council will consider authorizing the City Manager to execute a Consulting Services Agreement with Royston Hanamoto Alley & Abey (RHAA), a landscape architecture and planning consulting firm, to prepare a Streetscape Plan for Downtown Dublin (Downtown Dublin Streetscape Plan). STAFF RECOMMENDATION: Adopt a Resolution Approving a Consulting Services Agreement with Royston Hanamoto Alley & Abey to prepare a Downtown Dublin Streetscape Plan. FINANCIAL IMPACT: All costs associated with the preparation of the Downtown Dublin Streetscape Plan and the contract, if authorized by the City Council, would be funded by the Downtown Public Improvements Reserve Fund. The cost for RHAA to prepare the Downtown Dublin Streetscape Plan is $115,853. Staff also recommends including a 20 percent contingency for a total of $139,024, at the discretion of the City Manager, should additional funds be necessary to complete the Plan. The cost estimates are detailed in the Scope of Work included as Exhibit A of Attachment 1. The Reserve has sufficient funds, $452,170, to cover this expense. A budget change will be necessary to appropriate the reserve to the Community Development Operating Budget. DESCRIPTION: Background In 2005, the City adopted the City of Dublin Page 2 of 3 Streetscape Master Plan (SMP) to guide the continuation of good streetscape design in the public right of way throughout the City, including the Downtown. The SMP created a city-wide inventory of the existing streetscape elements such as benches, trees, bus shelters, trash receptacles and signage and made recommendations on features that should be continued, added and phased out as development occurs. In 2011, the City adopted the Downtown Dublin Specific Plan (DDSP) to guide and encourage reinvestment in the Downtown and create a vibrant and dynamic commercial and mixed‐use center. The DDSP area is located in the western area of Dublin and is 284 acres in size. It is bisected by I-680 which creates the framework for the Plan’s three districts: Retail District, Transit-Oriented District and Village Parkway District as shown in Figure 1. The DDSP provides development standards and design guidelines for the development of private property. In addition, Chapter 5 establishes the circulation and infrastructure improvements on both private and public property required to lead the way for private development. The DDSP outlines the extension of Saint Patrick Way, improvement of east-west pedestrian pathways on private property in the Retail District which should also connect to the Transit-Oriented District, and creating of private outdoor spaces, street trees. As part of the DDSP, a Community Benefit Program was established to ensure that developers provide a benefit to the Downtown in exchange for receiving a higher density or units on their property. The Plan provides examples of appropriate community benefits that might be provided by developer, which include infrastructure improvements such as enhanced landscaping, pedestrian connections, parks, public plazas, gathering spaces, etc. To date, discussions around public improvements with prospective projects/developers have been ad-hoc in nature. Staff believes that it would be beneficial as part of these negotiations to rely on an adopted streetscape plan to guide the negotiations about the types of physical improvements that are important to the City Council and the community. The proposed Downtown Dublin Streetscape Plan will focus on the Downtown area and will guide future public and private investment and would serve as a list of projects that could be used as part of the Community Benefit Program , as well as future City projects. In early 2017, the City issued a Request for Qualifications (RFQ) to solicit proposals from landscape architecture and planning firms to support the City’s efforts in preparation of a streetscape plan for the Downtown. Through a competitive process, the City interviewed the top two firms and is recommending RHAA. With the direction of the City and input of the community, RHAA will help create a streetscape plan that implements the community’s vision as set forth in the DDSP and builds off of recent streetscape improvements on Golden Gate Drive. The Plan will help to strengthen the identity of the Downtown through a unified streetscape and through a branding/identity program. The Plan will also include 2-3 conceptual design alternatives for Village Parkway and 1 - 2 conceptual designs for Regional Street to improve circulation for all modes of transportation and may include: Page 3 of 3 1. Reducing the number of travel lanes without causing impacts to emergency services; 2. Widening the sidewalk throughout the improvement area; 3. Introducing mid-block pedestrian crossings; and/or 4. Modifying the on-street parking. RHAA prepare a scope of work in consultation with Staff. An overview of the tasks in the Scope of Work (Exhibit A of Attachment 1) is as follows:  Inventory, Assessment, and Opportunities - Document existing conditions o Development of a Concept Plan and Alternatives  Two Community Meetings  Existing Conditions + Opportunities  Concept Plan + Alternatives  Development of a Draft Plan  City Council Meeting - present Preferred Alternatives and Draft Plan o Planning Commission Meeting - present Final Plan for recommendation  City Council Meeting - present Final Plan for adoption The development of the Downtown Dublin Streetscape Plan is expec ted to take approximately 12 months. NOTICING REQUIREMENTS/PUBLIC OUTREACH: N/A ATTACHMENTS: 1. Resolution Approving a Consulting Services Agreement with Royston Hanamoto Allen & Abey (RHAA) to Prepare a Streetscape Plan for the Downtown 2. Exhibit A to the Resolution - Agreement with Royston, Hanamoto, Allen & Abey 3. Budget Change Form RESOLUTION NO. xx-17 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN * * * * * * * * * * * * APPROVING A CONSULTING SERVICES AGREEMENT WITH ROYSTON HANAMOTO ALLEY & ABEY (RHAA) TO PREPARE A STREETSCAPE PLAN FOR THE DOWNTOWN WHEREAS, In February 2017, the City issued a Request for Qualifications (RFQ) to solicit proposals from landscape architecture and planning firms to support the City’s efforts in preparation of a streetscape plan for the Downtown; and WHEREAS, RHAA submitted their qualifications to prepare a streetscape plan for the downtown and through a competitive process, the City interviewed the to p two firms and selected RHAA; and WHEREAS, RHAA prepared a detailed scope of work and fee proposal for the proposed project; and WHEREAS, RHAA has shown that they have the ability to perform the consulting services required; and WHEREAS, RHAA will perform the work outlined in the Scope of Work and Fee Proposals once the contract is executed. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin does hereby approve a Consulting Services Agreement with Royston Hanamoto Allen & Abey (RHAA) to prepare a Streetscape Plan for the Downtown and authorize the City Manager to execute the Agreement, as attached as Exhibit A to this Resolution. BE IT FURTHER RESOLVED that the City Council of the City of Dublin hereby authorizes the City Manager to modify the Agreement amount up to 20 percent, or up to a new Agreement amount not to exceed $139,024, should such changes be necessary. PASSED, APPROVED AND ADOPTED this 18th day of July, 2017, by the following vote: AYES: NOES: ABSENT: ABSTAIN: __________________________________ Mayor ATTEST: City Clerk CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND ROYSTON HANAMOTO ALLEY & ABEY (RHAA) This Agreement is made and entered into between the City of Dublin ("City") and Royston Hanamoto Alley & Abey (RHAA) (“Consultant”) as of July 18, 2017 (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 December 31, 2018, 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 (Consultant’s proposal). 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;  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). 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. Consultant shall indemnify, defend with counsel selected by the City, and hold harmless the City and its officials, officers, employees, agents, 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 when ( 1) the injury, loss of life, damage to property, or violation of law arises wholly from the negligence or willful misconduct of the City or its officers, employees, agents, or volunteers and ( 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 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. 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” 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: Any written notice to City shall be sent to: The City of Dublin Amy Million, Principal Planner 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 day of , 2017. CITY OF DUBLIN CONSULTANT ____________________________ ______________________________ Christopher L. Foss, City Manager Royston Hanamoto Alley & Abey Attest: ____________________________ Caroline Soto, City Clerk Approved as to Form: ____________________________ John Bakker, City Attorney EXHIBIT A SCOPE OF SERVICES FEE SUMMARY $2,530 $15,810 $18,185 $9,555 $24,945 $71,025 1 $25,200 2 $15,225 Subtotal RHAA Sub-consultant Labor $40,425 $1,421 $200 $761 $2,021 $115,853 $205$175$125 1.1Refine scope and schedule 22 1.2 22 Hours440 1.3 222 222 662 $1,230$1,050$250 $2,530 $2,530 Task 1 Deliverables 1.Scope, Schedule and Fee PM John Martin Assistant Lindsey Yuen Task 1 - Project Start-up (May 1, 2017 -July, 17 2017) Downtown Dublin Streetscape Plan Total Hours Develop public involvement scope and schedule Subtotal RHAA Labor Total Labor + Reimbursables June 30, 2017 RHAA Landscape/Urban Urban Di Estimated RHAA reimbursable expenses (2%) Sub-consultant mark-up (5%) Task 1 - Project Start-up (May 1, 2017 -July, 17 2017) Task 2 - Inventory, Assessment, and Opportunities (July 18, 2017 - August 31, 2017) Fees Total Task 1 Task 3 - Concept Plan + Alternatives (September 1, 2017 - October 16, 2017) Principal Nathan Lozier City of Dublin Task 4 - Preferred Alternative and Draft Plan (October 17, 2017 - Nov. 17, 2017) Task 1 - Firm Labor Total Task 5 - Final Downtown Streetscape Plan (November 20, 2017 - January 31, 2018) RHAA Sub-consultant labor BKF Engineers Fehr & Peers Task 1 Meetings Meetings Kick off meeting with City Staff -1 BKF reimbursable expenses Fehr & Peers reimbursable expenses 1 of 5 1 of 9 2.1 222 2.2Site walk evaluation 222 2.3Document existing conditions and prepare Base Maps 1216 a.Planning areas, land uses, key destinations b.Street geometry (incl. allocation of street space) and utilities c.Circulation, traffic conditions and safety d.Signage and wayfinding - typical appearance and location e.Public spaces and "street life" f.Trees, planting, and "green infrastructure" g.Inventory of existing street furnishings and materials h.Existing public art 2.4 114 a.Public spaces and "street life" opportunities b.Trees, planting, and "green infrastructure" opportunities c.Pedestrians and bicycles, circulation and traffic safety opportunities d.Identity, art, and wayfinding opportunities e.Utility constraints f.Street geometry constraints 2.5 1210 2.6 126 2.7 a.Review Community Meeting program with City Staff and revise as needed 113 b.Prepare Meeting notes 1 2.8Project management and team coordination 12 101444 2.9 222 2.10Meetings with City Staff (web conference) (2)222 2.11 222 2.12STAKEHOLDER MEETING: Meet with stakeholders in back-to-back meetings 22 2.13 444 121210 222654 $4,510$4,550$6,750 $15,810 Total Task 2$15,810 Task 2 Deliverables 1.Existing Conditions / Base Map Plan Board 2.Existing Street Sections Board 3.Existing Photos Board 4.Overall Opportunities and Constraints Plan Board 5.Street Typologies and Precedents Board 6.Meeting materials and notes Task 2 - Firm Labor Total Meetings with City Staff (in Dublin) (1) Internal design team meetings (2) COMMUNITY MEETING #1 - Existing Conditions + Opportunities Prepare Overall Opportunities and Constraints Plan Total Hours Task 2 Meetings Review relevant existing City policies, plans, and maintenance practices Task 2 - Inventory, Assessment, and Opportunities (July 18, 2017 - August 31, 2017) Meetings Hours Fees Community Meeting #1 preparation and follow up Street typologies and precedent studies Opportunities and themes for art, signage, and "brand" 2 of 5 2 of 9 3.1 126 a.Planting concept and palette b. Furnishings palette c.Materials and details 3.2 124 3.3 126 3.4 226 3.5 2212 3.6 2212 3.7 2212 a.Review Community Meeting program with City Staff and revise as needed 124 b. Prepare Meeting notes 1 121663 3.8 222 3.9Meetings with City Staff (webconference) (2)222 3.10 222 3.11 444 101010 222673 $4,510$4,550$9,125 $18,185 Total Task 3$18,185 Task 3 Deliverables 1.Framework Plan, Planting, Furnishing, Materials+Details, Infrastructure, Signage + Wayfinding, Art Opportunities 2.Village Parkway Boards (2-3) 3.Regional Street Boards (1-2) 4.Meeting materials and notes Fees Develop overall signage, wayfinding, and identity plan, themes, and precedents Task 3 Meetings Total Hours Task 2 - Firm Labor Total Meetings with City Staff (in Dublin) (1) COMMUNITY MEETING #2 - Presentation and Feedback on Concept Plan + Alternatives Internal design team meetings (2) Hours Community Meeting #2 preparation and follow up Task 3 - Concept Plan + Alternatives (September 1, 2017 - October 16, 2017) Develop overall public art opportunities plan, themes, and precedents Develop (2-3) concept alternatives for Village Parkway (plan, section, precedent images) Develop (1-2) concept alternatives for Regional Street (plan, section, precedent images) Develop overall streetscape framework plan (street typologies + plaza opportunities) Develop overall green infrastructure plan options Meetings 3 of 5 3 of 9 Task 4 - Preferred Alternative and Draft Plan (October 17, 2017 - Nov. 17, 2017) 4.1Based on staff feedback, develop the preferred alternative 1216 a.Prepare study enlargements of specific areas b.Prepare support graphics (precedents, sections) c.Create palette of planting, materials, furnishings d.Plaza plan graphic, precedents, narrative of programs and features 4.2Public Arts Plan (graphic)114 a.Opportunities and themes 4.3Prepare for Council Meeting a.Update graphics to align with Preferred Alternative 124 b.Review Council agenda with City Staff and revise as needed 124 c.Prepare Meeting notes 1 4.4a.Prepare outline of Downtown Dublin Streetscape Plan 2 4929 4.5Meetings with City Staff (web conference) (2)222 4.6 111 4.7 444 777 111636 $2,255$2,800$4,500 $9,555 $9,555 Task 4 Deliverables 1.Preferred alternative plan and related graphics 2.Public Arts Plan (graphic) 3.Meeting materials and notes Internal design team meetings (1) MEETING #3 - Presentation Preferred Alternative to City Council Hours Task 4 Meetings Fees Task 4 - Firm Labor Total Meetings Total Hours Total Task 3 4 of 5 4 of 9 Task 5 - Final Downtown Streetscape Plan (November 20, 2017 - January 31, 2018)2018 Rates $215$185$135 5.1 a.Introduction, Context, and Purpose 124 b.Vision and Goals 122 c.Existing Conditions 124 d.Outreach 124 e.Preferred Plan (Overall, Village Parkway, Regional Street)1210 f.Mobility (Pedestrian, Bike, Transit, Vehicular)128 g.Public spaces and "street life" (plazas) 128 h.Identity, character, wayfinding (signage, gateways)128 i.Materiality (Paving, Lighting, Planting, Furnishings) 124 j.Public Artwork (Temporary, Permanent, Utility boxes)124 k."Green Infrastructure" and utilities (Stormwater management, utilities)124 l.Strategies, priorities and action items 114 m.Funding opportunities 116 5.2Based on staff feedback, revise Document and prepare final Document 2424 5.3 124 5.4 124 1732102 5.5 222 5.6 222 5.7 222 5.8 22 5.9 22 440 2136102 $4,515$6,660$13,770 $24,945 $24,945 Task 5 Deliverables 1.Draft Downtown Dublin Streetscape Plan 2.Final Downtown Dublin Streetscape Plan 3.Updated Final Downtown Dublin Streetscape Plan Firm Labor Total$71,025 Total Labor$71,025 Meetings with City Staff (in Dublin) (1) Internal design team meetings (2) Meetings with City Staff (web conference) (2) PM John Martin Assistant Lindsey Yuen Principal Nathan Lozier Task 5 Meetings Prepare Draft Downtown Dublin Streetscape Plan that compiles all data and synthesizes that information into a comprehensive report. RHAA Fees Task 5 - Firm Labor Total Total Task 5 CITY COUNCIL MEETING - present Final Document Finalize Downtown Dublin Streetscape Plan Document based on any Council feedback Prepare for Commission and City Council Meetings Streetscape Plan Contents Hours Meetings Total Hours COMMISSION MEETING - present Final Document 5 of 5 5 of 9 1646 N. California Blvd., Suite 400, Walnut Creek, CA 94596 | 925.940.2200 BKF No. 20175048 June 27, 2017 Updated June 29, 2017 John Martin, Landscape Architect, LEED AP Senior Associate RHAA LANDSCAPE ARCHITECTURE + PLANNING 323 Geary St, Suite #602 San Francisco, CA 94102 Transmitted Via Email Subject: Downtown Dublin Streetscape Plan Dear Mr. Martin: BKF Engineers welcomes the opportunity to submit this proposal for civil engineering services to support the Downtown Dublin Streetscape Plan project. We understand that the project intends to create a master plan to help the community and City prepare for the ultimate redevelopment of the area and implementation of an overall streetscape. Task 1 – Project Start-up No BKF involvement Task 2 – Inventory, Assessment and Opportunities A.BKF Scope 2.3 a.Review CAD base of existing conditions (parcels, ROW, lane configurations/striping, curbs and medians, major utilities (storm, sanitary, water, electric, gas). This information will be based on City provided composite drawings. b.Walk the site to determine drainage and other potential constraints. c.Prepare a memorandum describing the constraints for Downtown Dublin streets; d.Review and comment on Opportunities and Constraints B.Meetings: ·2 internal design team meetings (web conference) C.Deliverables: ·CAD base ·Opportunities and Constraints memo documenting reconfiguration, expansion, and green infrastructure possibilities (based on the City’s Environmental Service team’s green infrastructure plan) on Downtown Dublin streets ·Typical existing street cross sections, documenting ROW, sidewalk width, curb, median and lane configurations 6 of 9 RHAA Downtown Dublin Streetscape Plan June 29, 2017 Page 2 of 3 D.Assumptions/Exclusions: 1.City to provide record drawings of all utilities including those from other agencies 2.City to provide CAD base of existing conditions (parcels, ROW, lane configurations/striping, curbs and medians, major utilities (storm, sanitary, water, electric, gas). 3.City to provide topographic or aerial geometric survey of the streets sufficient for consultants use 4.City to provide AutoCAD file that delineates properties, right of way and ties right of way to street geometrics (e.g. curbs) E.Base Fee:$8,000 (60 Hours) Task 3 Concept Plan + Alternatives A.BKF Scope 3.1 – Assist in preparing overall framework plan for project site 3.2 – Assist in establishing a green infrastructure approach 3.5 – Assist in developing 2 or 3 alternative geometries for Village Parkway 3.6 – Assist in developing 1 or 2 alternative geometries for Regional Street B.Meetings: ·2 internal design team meetings (web conference) C.Deliverables: None by BKF. D.Assumptions/Exclusions: 1.Drafting and production of all work by RHAA. 2.Memorandums or review/recommendations describing infrastructure modifications (drainage, relocation of utilities, etc.) needed to support each of the alternatives 3.Cost estimating of alternatives. E. Base Fee: $6,400 (40 Hours) Task 4 – Preferred Alternative and Arts Plan A.BKF Scope 4.1 – Assist in preparing preferred alternative plan (road geometries, green infrastructure) and typical street sections per Task 3 direction and Community Workshop #2. B.Meetings: ·1 internal design team meetings (web conference) C.Deliverables: None D.Assumptions: Drafting and production of all work by RHAA. 7 of 9 RHAA Downtown Dublin Streetscape Plan June 29, 2017 Page 3 of 3 E. Base Fee: $8,400 (48 Hours) Task 5 Final Downtown Dublin Streetscape Plan A. BKF Scope 5.1 – Review text and graphics prepared by RHAA for the Downtown Dublin Streetscape Plan per work completed and comments received for Task 2, 3 and 4. B. Meetings: · 1 internal design team meetings (web conference) C. Deliverables: Drafting and production of all work by RHAA. D. Base Fee: $2,400 (14 Hours) Tasks 1-5 Labor Fee $25,200 Reimbursable Expenses Allowance $200 Total BKF Base Fee Tasks 1-5 $25,400 For any work with not defined in the scope of work (e.g. field or aerial survey, cost estimating, etc.), or for additional meetings or assistance we could prepare a separate proposal. Thank you for the opportunity to present this proposal. We look forward to assisting in developing this project. Please contact us at 925.940.2200 if you have any questions regarding our scope of services. Respectfully, BKF Engineers Dan Schaefer, PE | LEED-AP Principal/Vice President CC: Dayne Johnson, BKF Project Manager 8 of 9 Ka t h r i n T e l l e z , Pr i n c i p a l - i n - Ch a r g e Ca r r i e M o d i , Pr o j e c t Ma n a g e r Pr o j e c t Pl a n n e r / En g i n e e r Gr a p h i c s Ad m i n Su p p o r t Direct CostsF&P Total Ho u r l y B i l l i n g R a t e : $ 2 5 5 $1 8 0 $1 4 0 $1 3 0 $1 3 0 2. 3 – P r e p a r e a m e m o o n O p p o r t u n i t i e s a n d C o n s t r a i n t s r e g a r d i n g ci r c u l a t i o n , s i g n a l i z a t i o n a n d s a f e t y ; o n e c o n f e r e n c e c a l l a n d r e v i e w o f Co m m u n i t y W o r k s h o p # 1 b o a r d s 3 8 1 6 8 4 $ 3 0 0 $ 6 , 3 0 5 3. 1 – A s s i s t i n p r e p a r i n g o v e r a l l f r a m e w o r k p l a n f o r p r o j e c t s i t e 2 6 00 1 $86$1,806 3. 5 - 3 . 6 – P r o v i d e i n p u t o n d e s i g n c o n c e p t a l t e r n a t i v e p l a n s f o r t r a f f i c , ci r c u l a t i o n , a n d s a f e t y 38 6 0 2 $165$3,470 4. 1 – A s s i s t i n p r e p a r i n g p r e f e r r e d a l t e r n a t i v e p l a n ( t r a f f i c , c i r c u l a t i o n a n d sa f e t y) 24 4 8 2 $155$3,245 5. 2 – A s s i s t i n r e v i s i n g t e x t a n d g r a p h i c s p r i o r t o C i t y r e v i e w 14 00 1 $55$1,160 TO T A L 11 30 26 16 10 $761$15,986 Du b l i n S t r e e t s c a p e F e e - F e h r & P e e r s 6/ 2 9 / 2 0 1 7 Ta s k Fe h r & P e e r s 9 of 9 CITY OF DUBLIN FISCAL YEAR 2017 -18 BUDGET CHANGE FORM Budget Change Reference #: From Un- Appropriated Reserves Budget Transfer Between Funds From Designated Reserves Other DEC BUDGET AII�I���,�r . 1t =T Account Amount Account Amount EXPENDITURES: General Fund - Planning - Contracted Services 1001.8101.64001 $139,024 To allocate funds for RHAA to prepare the Downtown Dublin Streetscape Plan, including a 20% contingency. The costs will be funded from the Downtown Public Improvements Reserve. Posted By: As Presented at the City Council Meeting * * * * * * * ** *Finance Use Only * * * * * * * * ** Date: C:\ Users \carolines \appdata \local\ temp\ minutetraq \dublinca @dublinca.igm2.com \work \attachments \2363 2363 7/18/2017