HomeMy WebLinkAboutReso 147-17 Approving Consulting Services Agreement with Francisco & Associates, Inc. RESOLUTION NO. 147 — 17
A RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF DUBLIN
* * * * * * * * * * *
APPROVING CONSULTING SERVICES AGREEMENT WITH FRANCISCO & ASSOCIATES, INC.
FOR ACQUISITION AUDIT AND ADMINISTRATIVE SERVICES
WHEREAS, Staff prepared and initiated a Request for Qualifications (RFQ) for acquisition
audit and administrative services; and
WHEREAS, Staff reviewed and selected the most qualified firm to provide services; and
WHERAS, City of Dublin wishes to enter into an agreement with Francisco & Associates, Inc.
for a term through June 30, 2021.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin does
hereby approve a Consulting Services Agreement with Francisco & Associates, Inc., as attached
hereto as Exhibit A to this Resolution.
BE IT FURTHER RESOLVED that the City Manager is authorized to execute the Agreement
and make any other minor modifications necessary to carry out the intent of this Resolution.
PASSED, APPROVED AND ADOPTED this 5th day of December, 2017, by the following vote:
AYES: Councilmembers Biddle, Goel, Gupta, Hernandez and Mayor Haubert
NOES:
ABSENT:
i
M
ABSTAIN: g6-4/411 6 —
yor
ATTEST:
§rie
City Clerk
Reso No. 147-17, Adopted 12/5/2017, Item No. 4.2 Page 1 of 1
CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF DUBLIN AND
FRANCISCO&ASSOCIATES,INC.
This Agreement is made and entered into between the City of Dublin ("City"), and Francisco & Associates, Inc.
("Consultant")as of December 5, 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 June 30, 2021,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
THOUSAND DOLLARS($200,000), notwithstanding any contrary indications that may be contained in Consultant's
proposal, for services to be performed and reimbursable costs incurred under this Agreement. In the event of a
conflict between this Agreement and Consultant's proposal, attached as Exhibit A, regarding the amount of
compensation, the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this
Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments
from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City
in the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate
services performed by more than one person.
Consultant and City acknowledge and agree that compensation paid by City to Consultant under this Agreement is
based upon Consultant's estimated costs of providing the services required hereunder, including salaries and
benefits of employees and subcontractors of Consultant. Consequently,the parties further agree that compensation
hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and
1
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 shalt submit invoices, not more often than once a month during the term of this
Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. No
individual performing work under this Contract shall bill more than 2,000 hours in a fiscal year unless approved, in
writing,by the City Manager or his/her designee.Invoices shall contain the following information:
• Serial identifications of progress bills;i.e., Progress Bill No. I for the first invoice,etc.;
• The beginning and ending dates of the billing period;
• A copy of the applicable time entries or time sheets shall be submitted showing the
following:
o Daily logs of total hours worked by each individual performing work under this
Contract
o Hours must be logged in increments of tenths of an hour or Quarter hours
o If this Contract covers multiple projects, all hours must also be logged by project
assignment
o A brief description of the work,and each reimbursable expense
• A Task Summary containing the original contract amount, the amount of prior billings,the
total due this period, the balance available under the Agreement, and the percentage of
completion;
• The total number of hours of work performed under the Agreement by Consultant and
each employee, agent, and subcontractor of Consultant performing services hereunder,
as well as a separate notice when the total number of hours of work by Consultant and
any individual employee, agent, or subcontractor of Consultant reaches or exceeds 800
hours, which shall include an estimate of the time necessary to complete the work
described in Exhibit A.
• The Consultant's signature.
2.2 Monthly Payment. City shall make monthly payments, based on invoices received, for services
satisfactorily performed, and for authorized reimbursable costs incurred. City shall have 30 days
from the receipt of an invoice that complies with all of the requirements above to pay Consultant.
2.3 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to this
Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by
Consultant in rendering services pursuant to this Agreement. City shall make no payment for any
extra,further,or additional service pursuant to this Agreement.
In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of
compensation provided above either for a task or for the entire Agreement, unless the Agreement
is modified prior to the submission of such an invoice by a properly executed change order or
amendment.
' 2.4 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the
amounts shown on the fee schedule set forth on the compensation schedule attached as Exhibit B.
2.5 Reimbursable Expenses. Reimbursable expenses shall not exceed One
Thousand Dollars ($1,000). Expenses are limited to such items as County Assessor Data, Maps,
and Mileage (Not-to Exceed IRS Standard Mileage Rages). Items in addition to those listed must
be approved prior to invoicing, by the City Engineer, or their designee. Any items not listed or
2
approved shall not be 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 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.
2.8 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.
2.9 Rate Adjustments. Consultant will be entitled to an annual rate adjustment upon each new fiscal
year and shall submit said increase to CITY for approval. The base for computing the adjustment
shall be the Consumer Price Index for Urban Wage Earners for the San Francisco-Oakland Bay
Area published by the U. S. Department of Labor, Bureau of Labor Statistics (Index) which is
published for the year ending in December. In no case shall the adjusted rates be less than the
initial rates as set forth in Exhibit B. A sample calculation is set forth below.
SAMPLE CALCULATION:(Using a 1%index increase as an example)
HOURLY CHARGE RATE$150/hr
INDEX INCREASE(Assuming 1%)$150 x Al =$1.50.
NEW RATE: $151.50/hr
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.
3
It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of
the specified minimum insurance coverage requirements and/or limits shall be available to City as an additional
insured. Furthermore, the requirements for coverage and limits shall be (1) the minimum coverage and limits
specified in this Agreement; or(2)the broader coverage and maximum limits of coverage of any insurance policy or
proceeds available to the named insured; whichever is greater. The additional insured coverage under the
Consultant's policy shall be°primary and non-contributory"and will not seek contribution from City's insurance or self-
insurance and shall be at least as broad as CG 20 01 0412. In the event Consultant fails to maintain coverage as
required by this Agreement, City at its sole discretion may purchase the coverage required and the cost will be paid
by Consultant. Failure to exercise this right shall not constitute a waiver of right to exercise later. Each insurance
policy shall include an endorsement providing that it shall not be cancelled, changed, or allowed to lapse without at
least thirty(30)days'prior written notice to City of such cancellation,change,or lapse.
4.1 Workers' Compensation. Consultant shall, at its sole cost and expense, maintain Statutory
Workers' Compensation Insurance and Employers 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.
Automobile coverage shall be at least as broad as Insurance Services Office Automobile
Liability form CA 0001 Code 1 ("any auto").
4
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) 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.
5
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
6
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 live days after Consultant is notified of the change in coverage.
4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide or
maintain any insurance policies or policy endorsements to the extent and within the time herein
required,City may, at its sole option exercise any of the following remedies,which are alternatives
to other remedies City may have and are not the exclusive remedy for Consultant's breach:
■ Obtain such insurance and deduct and retain the amount of the premiums for such insurance
from any sums due under the Agreement;
• Order Consultant to stop work under this Agreement or withhold any payment that becomes
due to Consultant hereunder, or both stop work and withhold any payment, until Consultant
demonstrates compliance with the requirements hereof;and/or
• Terminate this Agreement.
Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES, To the maximum extent
allowed by law, Consultant shall indemnify, keep and save harmless the City, and City Councilmembers, officers,
agents and employees against any and all suits, claims or actions arising out of any injury to persons or property,
including death, that may occur, or that may be alleged to have occurred, in the course of the performance of this
Agreement by a negligent act or omission or wrongful misconduct of the Consultant or its employees,subcontractors
or agents. Consultant further agrees to defend any and all such actions, suits or claims and pay all charges of
attorneys and all other costs and expenses arising therefrom or incurred in connection therewith;and if any judgment
be rendered against the City or any of the other individuals enumerated above in any such action,Consultant shall,at
its expense, satisfy and discharge the same. Consultant's responsibility for such defense and indemnity obligations
shall survive the termination or completion of this Agreement for the full period of time allowed by law. The defense
and indemnification obligations of this Agreement are undertaken in addition to, and shall not in any way be limited
by,the insurance obligations contained in this Agreement.
In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this
Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System
(PEAS) to be eligible for enrollment in PERS as an employee of City, Consultant shall indemnify, defend, and hold
harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of
Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on
such contributions,which would otherwise be the responsibility of City.
Consultant/Subcontractor's responsibility for such defense and indemnity obligations shall survive the termination or
completion of this Agreement for the full period of time allowed by law.
Section 6. STATUS OF CONSULTANT.
6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall be an
independent contractor and shall not be an employee of City. City shall have the right to control
Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement
and assignment of personnel pursuant to Subparagraph 1.3; however, otherwise City shall not
7
have the right to control the means by which Consultant accomplishes services rendered pursuant
to this Agreement. Notwithstanding any other City, stale, 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 Slate 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
•
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 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.
9
Section 9. KEEPING AND STATUS OF RECORDS.
91 Records Created as Part of Consultant's Performance. All reports,data, maps,models,charts,
studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any
other documents or materials, in electronic or any other form, that Consultant prepares or obtains
pursuant to this Agreement and that relate to the matters covered hereunder shall be the property
of the City. Consultant hereby agrees to deliver those documents to the City upon termination of
the Agreement. It is understood and agreed that the documents and other materials, including but
not limited to those described above, prepared pursuant to this Agreement are prepared
specifically for the City and are not necessarily suitable for any future or other use. City and
Consultant agree that,until final approval by City, all data, plans,specifications, reports and other
documents are confidential and will not be released to third parties without prior written consent of
both parties.
9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of
account, invoices, vouchers, canceled checks, and other-records or documents evidencing or
relating to charges for services or expenditures and disbursements charged to the City under this
Agreement for a minimum of three(3)years,or for any longer period required by law,from the date
of final payment to the Consultant to this Agreement.
9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement
requires Consultant to maintain shall be made available for inspection,audit,andlor copying at any
lime 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'l=ees. 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
•
10.6 Use of Recycled Products. Consultant shall prepare and submit all reports, written studies and
other printed material on recycled paper to the extent it is available at equal or less cost than virgin
paper.
10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the
corporate limits of City or whose business, regardless of location, would place Consultant in a
"conflict of interest," as that term is defined in the Political (Reform Act, codified at California
Government Code Section 81000 of seq.
Consultant shall not employ any City official in the work performed pursuant to this Agreement. No-
officer or employee of City shall have any financial interest in this Agreement that would violate
California Government Code Sections 1090 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 mya rr be required to submit a California Fair
Political Practices Commission (FPPC) Form 700: Statement of Economic Interests documenting
potential financial conflicts of interest. For additional information, proposers should refer to the
FPPC website at htto://www.feec.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:
Francisco&Associates,Inc.
Attn:Joseph Francisco,PE
130 Market Place,Suite 160
San Ramon,CA 94583
Any written notice to City shall be sent to:
The City of Dublin
Attn:Gary Huisingh, Public Works Director
100 Civic Plaza
Dublin,CA 94568
•
11
10.11 Integration. This Agreement, including Exhibits A and B, represents the entire and integrated
agreement between City and Consultant and supersedes all prior negotiations, representations, or
agreements,either written or oral.
12
IN WITNESS HEREOF, the parties have caused their authorized representatives to execute this
Agreement on the 5th day of December,2017.
CITY OF DUBLIN CONSULTANT
Christopher L.Foss,City Manager JosepIl Francisco, Prindipal
Attest:
Caroline Soto, City Clerk
Approved as to Form:
John Bakker, City Attorney
13
EXHIBIT A
SCOPE OF SERVICES
INTRODUCTION
Consultant shall provide professional services for a number of governmental service districts, specifically
acquisition and audit services for Community Facilities Districts, and administrative services for
Landscaping and Lighting Maintenance Districts, Emergency Medical Service Districts (EMS), and
Residential Recycling and Trash Service Districts.
Acquisition and Audit Services for Community Facilities District(CFD 2015.1)
City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing) was formed in accordance with
the Mello-Roos Community Facilities Act of 1982 (Act). CFD 2015-1 was formed for the acquisition of
public improvements, which include capital public improvements, public fees, and private utility facilities
authorized by the Act. Consultant shall review existing agreements and formation documents, create an
acquisition audit review process, review improvement plans, bid documents, schedule of values, and
review acquisition reimbursement applications.
• Project Research and Process Establishment. Consultant shall review existing agreements
between the City of Dublin and the Developer pertaining to CFD 2015-1. Consultant shall also
establish a procedure and process, in coordination with the Developer, for the submission, review,
and approval of reimbursement of authorized improvements and fees. Consultant shall provide
feedback and suggestions to both the City and Developer on methods to streamline the review and
reimbursement process.
• Review of Developer Reimbursement Requests. Consultant shall review each reimbursement
request submitted by the Developer pursuant to the Acquisition Agreement. When needed,
Consultant shall request, in writing, additional documentation from the developer to substantiate
acquisition eligibility when required. Upon completion of review, Consultant shall prepare and submit
a written report that documents and provides the following:
• A summary of costs to be reimbursed for each facility and/or discrete component
• An executive summary and audit summary
• Improvement Iocation map
• A summary listing of hard and soft costs
• A contract summary outlining the original price, change orders (if any), final contract price, and the
eligible, disallowed and ineligible portions for reimbursement including an analysis based on the
lessor of cost or value
• A summary of invoices,proof of payment,and lien releases provided by,the developer
• A recommendation from Consultant of the cost that is eligible and appropriate for reimbursement
• Consultant will be asked to review both electronic as well as hard copy reimbursement requests
• Consultant will need to be able to review and respond to reimbursement requests within ten
business days.
• Documentation. All final reports and associated documents shall be filed with the City. Consultant
shall provide a tracking report of each reimbursement processed and a tracking report for
cumulative reimbursements to-date. Consultant shall maintain all records for up to three years
after the conclusion of work performed and make this available to the City, upon request. All
work products will become property of the City and provided in the format requested.
Administrative Services for Landscaping and Lighting Maintenance Districts(LLMDs)
Consultant shall administer five Landscaping and Lighting Maintenance Districts formed pursuant to the
Landscape and Lighting Act of 1972. The selected firm will collect data, review budgets, prepare annual
Engineer's Report, submit annual levy to the.County tax collector,and prepare manual bills (hand bills) for
assessments levied on properties that do not receive a property tax bill.
Annual tasks will include:
1. Preparing and completing an annual Engineer's Report for each District.
2. Completing an updated yearly assessment roll and submitting this to the County tax collector for billing
purposes
3. Identifying and handbilling all parcels which are not billed by County tax collector (this may include
back billing if any such parcels are identified)
4. Keeping the City apprised of any changes to legal requirements for district operations
5. Working with City staff on revenue analysis for forecasting and budget purposes(as needed)
6. Working with City staff to identify future Capital Improvement needs within districts -
Districts
1. Citywide Street Lighting Maintenance Assessment District 1983-1
2. Landscaping and Lighting Maintenance Assessment District 1983-2 (Stagecoach Road)
3. Landscaping and Lighting Maintenance Assessment District 1986-1 (Dougherty Road)
4. Landscaping and Lighting Maintenance Assessment District 1997-1 (Santa Rita Area)
5. Dublin Ranch Street Lighting Maintenance Assessment District 1999=1
Administrative Services for Emergency Medical Services Tax(EMS Tax)
Consultant shall manage the administration of this tax collection, to include reporting all levy assessment
changes to county tax collector offices.
Annual tasks will include:
1. Completing an annual report, to include a review of the tax roll and identification of all parcels in need
of manual billing. This report should include a list of all parcels that are paying the EMS tax in both an
Excel and PDF format.
2. Completing an updated yearly assessment roll and submitting this to the County tax collector for billing
purposes.
3. Identifying and handbilling all parcels which are not billed by County tax collector(this may include
back billing if any such parcels are identified). (Issuing of invoices is an optional task)
4. Keeping the City apprised of any changes to legal requirements for district operations.
5. Working with City staff on revenue analysis for forecasting and budget purposes(as needed).
Administrative Services for Residential Garbage&Recycling Services Fee(RGR)
The City contracts with a private company to provide garbage and recycling collection, which is billed on
the County Property Tax Roll with an annual flat rate. Consultant shall manage the administration of this
tax collection,to include reporting all levy assessment changes to county tax collector offices.
Annual tasks will include:
1. Completing an annual report, to include a review of the tax roll and identification of all parcels in need
of manual billing. This report should include a list of all parcels that are paying the refuse charge in
both an Excel and PDF format.
2. Completing an updated yearly assessment roll and submitting this to the County tax collector for billing
purposes.
3. Keeping the City apprised of any changes to legal requirements for district operations.
4. Working with City staff on revenue analysis for forecasting and budget purposes (as needed).
ADMINISTRATION OF FEES COLLECTED ON PROPERTY TAX BILL
For all assessment districts which will require submission to the Alameda County tax assessor, the
following tasks will be required:
r:
1. Identify Any Changes from Prior Year: Consultant will need to obtain the new tax roll from the
Alameda County Assessor,or other sources. As part of the budget planning process, selected firm
will need to determine changes that occur from one year to the next in terms of increases or
decreases in number or size of parcels and adjust figures accordingly. Consultant shall notify City
of year to year changes.
2. Review of City Staff Prepared Budget Expenditure Estimates: Assist by providing professional
review of the components included in the preliminary budget expenditure estimates prepared by
City Staff. Provide input on any discrepancies based upon typical components of a property
related fee program. Be sure to include an annual review of all new properties coming online from
new development.
3. Assist City Staff in Preparing Budget Revenue Estimates: Based on data collected in earlier
steps, provide City Staff with an automated summary table to calculate scenarios comparing
expenditures to projected revenue. Please describe the format used to provide revenue
projections and all escalators, such as including CPI and utility increases, as well as all
methodology and assumptions used. City Staff and selected consultant will work together to
ensure that all projected budgets for districts match to the City's expenditure budget and revenue
estimates for the City's two year budget cycle. Additionally, revenue forecast methodology should
allow for the City to supplement the fee revenue with other sources and/ or to recognize the
application of prior year fund balance in calculating the maximum allowable assessment, desired
reserve balance, and actual assessment. Consultant shall become familiar with City fee
philosophy and assessment district history; and other issues related to the continued successful
operation of the assessment district.
4. Scheduling of Tasks: Consultant shall meet with Staff in the initial stages of the project to jointly
establish preliminary dates for any scheduled public meeting and/or required public hearing.
Consultant and City Staff shall verify that the schedule will meet required steps necessary to
complete the process within the timelines required by law. Consultant shall have available
preliminary assessment roll information as of the date of Public Hearings. In addition, Consultant
will work within a specified timeframe to allow for completion of budget projections prior to City's
internal budget deadlines.
5. Attendance at Public Meetings: Consultant shall be prepared to attend two City Council meetings
to answer questions related to Districts. This is an optional task for Community Facilities Districts
as well as the five Landscaping and Lighting Maintenance Districts (LLMD generally all held
together at the same City Council Meeting). (OPTIONAL TASK)
6. Preparation of Engineer's Annual Levy Report: Prepare five Engineer's Annual Levy Reports in
accordance with,legal requirements for Landscaping and Lighting Assessment Districts. Report
shall include justification of levies, method of apportionment, district budget, and specific levies for
parcels.
7. Notice & Ballots: If determined to be required by City Staff, assist with the data necessary to allow
the City to distribute legal notices and ballots to be mailed due to increased assessments in
accordance with legal requirements. (OPTIONAL TASK)
8. ' Tax Roll Levy Submittal:The selected firm shall submit the final levy for each fee/assessment to
the County in the required format and by the date required, prior to the date specified by the
County for each assessment district or fee specified. Assessments rejected by the County will be
researched and resubmitted for collection on the County Tax Roll. Identified corrections shall also
be submitted on an as needed basis in consultation with City Staff.
9. Handbilling: Selected firm will need to identify and prepare a handbilling report in order to identify
parcels subject to assessment (this applies to parcels exempt from property taxes, to include: City
owned land, County owned land, and tenants of City or County owned land). Selected firm will
need to complete an assessment of such parcels, provide to City and work to determine eligibility
and/or exemptions from this assessment. Selected firm will complete an annual report to Finance
for tracking purposes. (OPTIONAL TASK)
10. Provide Customer Service for Taxpayer Inquiries: Act as the primary point of contact for any
questions regarding Assessment Districts, fees, and tax bills. Consultant firm shall have their
phone number listed on the property tax bill for each district,tax,and fee.
11. Final Written Reports: Firm selected shall also provide the City with a summary report of the total
units assessed by the levy designation and County.
EXHIBIT B
COMPENSATION SCHEDULE
LUMP SUM FEES FOR COMPLETING FY 2018.2019 PROCESS:
Landscape and Lighting Maintenance Districts
Street Lighting Maintenance District(Citywide) No.1983-1 $5,500
Landscaping and Lighting District(Stagecoach Road) No.1983-2 $2,800
Landscaping and Lighting District(Dougherty Road) No.1986-1 $2,800
Landscaping and Lighting District(Santa Rita Area) No. 1997-1 $2,800
Street Lighting Maintenance District(Dublin Ranch) No. 1999-1 $3,800
Emergency Medical Services Districts(EMS Tax) $2,600
Residential Recycling and Trash Service Districts(RGR) $2,600
Acquisition Audit for CFD 2015-1 Time&Materials(T&M)—see hourly rates
HOURLY RATES FOR FY 2018-2019(T&M)*
Principal Engineer/Project Manager $145.00/hour
Project Engineer $125.00/hour
Associate Engineer $100.00/hour
Senior Financial Analyst $95.00/hour
Financial Analyst $80.00/hour
CADD/GIS Operator $80.00/hour
Clerical $55.00/hour
*Hourly rates apply to some optional tasks:
OPTIONAL TASKS
Hand Billing Parcels$10/Parcel
Attendance at Public Meetings$500/meeting _.
Notices and Ballots T&M (Hourly Rates,above)*
REIMBURSABLES
Reimbursables shall be billed at cost plus 15%and shall not exceed$1,000 over the life of this Agreement.
RATE INCREASES
All rate increases shall be submitted,in writing,to City Engineer,or their designee,and approved prior to invoicing for
each new fiscal year(A fiscal year shall begin July 1st of each year). New rate schedules shall not exceed a 3%
increase,and shall be based on the San Francisco Bay Area Consumer Price index CPI for that period of time and
shall be submitted to the Public Works Director,or their designee,prior to taking effect.
EXHIBIT C
CONFLICT OF INTEREST STATEMENT
Consultant confirms its ability to meet the City's Conflict of Interest requirements.
Conflict of Interest
•
Proposer agrees that, for the term of this contract, no member, officer or employee of the City of Dublin, or
of a public body within Alameda County or member or delegate to the Congress of the United States,
during his/her tenure or for one year thereafter, shall have any direct interest in the contracts or any direct
or material benefit arising therefrom.
Proposers must provide a list of any potential conflicts of interest in working for the City of Dublin.This must
include, but is not limited to, a list of your firm's clients who are the following: Private clients located or
operating within the City of Dublin limits, Dublin San Ramon Service District, US Army Camp Parks and/or
the County of Alameda, and a brief description of work for these clients. Proposers must also identify any
other clients (including public entities), that may pose a potential conflict of interest, as well as a brief
description of work you provide to these clients.
This list must include all potential conflicts of interest within the year prior to the release of City's RFQ as
well as current and future commitments to other projects.
Principals and those performing work for City of Dublin may be required to submit a California Fair Political
Practices Commission (FPPC) Form 700: Statement of Economic Interests documenting potential financial
conflicts of interest. For additional information, proposers should refer to the FPPC website at
http://www.fppc.ca.gov/Form700.html.
CONFLICT OF INTEREST STATEMENT CONFIRMATION
We have reviewed Exhibit C of this agreement and have determined that Francisco and Associates, Inc.
does not have any potential conflicts of interest in working for the City of Dublin. Our firm does not have
any private clients located or operating within the City of Dublin limits, Dublin San Ramon Service District,
US Army Camp Parks and/or the County of Alameda.
yrt.
Joseph �. ancisco i'. .
Predid•nt, Francisco and Associates
•
•
•