HomeMy WebLinkAboutItem 4.2 - 2238 Amendments to Agreements for Professional S
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STAFF REPORT
CITY COUNCIL
DATE: November 20, 2018
TO: Honorable Mayor and City Councilmembers
FROM:
Christopher L. Foss, City Manager
SUBJECT:
Amendment to Agreements with Cal Engineering and Geology, Jerry
Haag, and Coit Cleaning and Restoration Services
Prepared by: Nancy Nelson, Management Analyst II
EXECUTIVE SUMMARY:
The City Council will consider approving amendments to agreements with Cal
Engineering and Geology, Jerry Haag, and Coit Cleaning and Restoration Services.
STAFF RECOMMENDATION:
Adopt the Resolution Approving Amendments to Agreements with Cal Engineering and
Geology, Jerry Haag, and Coit Cleaning and Restoration Services.
FINANCIAL IMPACT:
Approval of the proposed amendments will increase the compensation limit on the
agreements with Cal Engineering and Geology and with Coit Cleaning and Restoration
Services and will establish a compensation limit on the agreement with Jerry Haag. The
proposed amendments will also extend, by one year, the term of the agreements w ith
Coit Cleaning and Restoration Services and Jerry Haag. There is sufficient funding in
the adopted General Fund Budget to cover these services.
DESCRIPTION:
The Public Works Department and Community Development Department utilize
consultants on Capital Improvement Program (CIP) projects, private development
projects, and for other on-call, as needed services. Services provided assist Staff in
specific areas of technical and professional expertise. Public Works also utilizes
contractors and vendors to provide maintenance services at City facilities. Consultant,
contractor, and vendor services are solicited through an open and competitive request
for qualifications (RFQ) or request for proposals (RFP) process. The existing
agreements with Cal Engineering and Geology, Jerry Haag, and Coit Cleaning and
Restoration Services are a result of the RFQ or RFP process.
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Compensation Limit:
Staff is proposing that the existing agreements with Cal Engineering and Geology, Jerry
Haag, and Coit Cleaning and Restoration Services be amended. The proposed
amendments relate to the total compensation allowed under each agreement.
The agreement with Cal Engineering and Geology is an on -call consulting services
agreement for geotechnical engineering and geology services, with a current not-to-
exceed compensation limit of $500,000. An increase of $200,000 is proposed in order
to provide additional staff augmentation services to maintain service levels within Public
Works. The new not-to-exceed compensation limit would total $700,000 for the
agreement term.
The agreement with Jerry Haag is an on-call consulting services agreement for
environmental analysis and documentation. The agreement is currently set to expire on
June 30, 2019. The proposed agreement will exte nd the term of the agreement through
June 30, 2020 and will establish a not -to-exceed limit for compensation of $125,000
through the term of the agreement. The proposed change would be consisted with
contracting practices for on-call, as needed services.
The agreement with Coit Cleaning and Restoration Services is a maintenance services
agreement for carpet cleaning of City buildings, with a current not to exceed
compensation limit of $40,000. The agreement is currently set to expire on June 30,
2019. The proposed amendment will extend the term of the agreement through June
30, 2020 and will increase the compensation limit to $80,000. The increased
compensation limit is to cover the additional one -year term, to provide services to the
new Public Safety Complex facilities, and for contingency to cover as -needed or
emergency cleaning services during the agreement term.
STRATEGIC PLAN INITIATIVE:
None.
NOTICING REQUIREMENTS/PUBLIC OUTREACH:
A copy of the agenda was sent to all vendors.
ATTACHMENTS:
1. Resolution Approving Amendments to Agreements with Cal Engineering and
Geology, Jerry Haag, and COIT Cleaning and Restoration Services
2. Exhibit A of Resolution - Amendment No. 2 to Agreement with Cal Engineering and
Geology
3. Exhibit B of Resolution - Amendment No. 3 to Agreement with COIT Cleaning and
Restoration Services
4. Exhibit C of Resolution - Amendment to Agreement with Jerry Haag
5. Current Agreement - Cal Engineering and Geology
6. Current Agreement - Coit Cleaning and Restoration Services
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7. Current Agreement - Jerry Haag
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RESOLUTION NO. XX - 18
A RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF DUBLIN
* * * * * * * * * * * * * * * * * * * * *
APPROVING AMENDMENTS TO AGREEMENTS WITH CAL ENGINEERING AND
GEOLOGY, JERRY HAAG, AND COIT CLEANING AND RESTORATION SERVICES
WHEREAS, the City Council has approved Service Agreements with qualified
consultants and contractors to provide services to the Community Development and
Public Works Departments; and
WHEREAS, said consultants and contractors were selected through open and
competitive request for proposals and qualifications processes; and
NOW THEREFORE BE IT RESOLVED that the Dublin City Council does hereby
approve Amendments to Agreements with Cal Engineering and Geology, Jerry Haag,
and COIT Cleaning and Restoration Services.
BE IT FURTHER RESOLVED that the City Manager is authorized to execute the
agreements attached hereto as Exhibits A, B, and C.
PASSED, APPROVED AND ADOPTED this 20th day of November 2018 by the
following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
____________________________
Mayor
ATTEST:
City Clerk
AMENDMENT #2 TO CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF DUBLIN AND CAL ENGINEERING AND GEOLOGY
WHEREAS, on July 1, 2016, the City of Dublin (hereinafter referred to as
"CITY") and Cal Engineering Consultants (hereinafter referred to as "CONSULTANT")
entered into a Consulting Services Agreement for Geology and Geotechnical Engineering
Services (hereinafter referred to as the "AGREEMENT"); and
WHEREAS, on March 20, 2018, the CITY and Consultant amended the
Agreement to add a not -to -exceed amount; and
WHEREAS, the CITY and CONSULTANT now wish to amend the
Agreement to increase the not -to exceed amount by an additional $200,000.
NOW THEREFORE, for good and valuable consideration, the sufficiency of
which is hereby acknowledged, the AGREEMENT is amended as follows;
1 } Section 2. Compensation shall be amended to reflect a not -to -exceed amount of
$700,000.
2) Except to the extent inconsistent with this Second Amendment, the Parties ratify
and confirm all of the terms and conditions of the AGREEMENT.
IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to
be executed as of the date and year first above written.
CITY OF DUELIN
Dated:
Christopher L. Foss, City Manager
ATTEST:
am
Caroline Soto, City Cleric
CAL ENGINEERING AND GEOLOGY
Dated
AMENDMENT #3 TO AGREEMENT BETWEEN
THE CITY OF DUBLIN AND COIT CLEANING AND RESTORATION SERVICES
WHEREAS, on April 1, 2017, the City of Dublin (hereinafter referred to as
"CITY") and COIT Cleaning and Restoration Services (hereinafter referred to as
"CONTRACTOR ") entered into a Contracting Services Agreement for Carpet Cleaning
and Restoration services (hereinafter referred to as the "AGREEMENT"); and
WHEREAS, on, July 5, 2017, the CITY and CONTRACTOR amended the
Agreement to include The Wave facility in the Scope of Work; and
WHEREAS, on June 22, 2018 the CITY and CONTRACTOR amended the
Agreement to extend the term through June 30, 2019 and increase the Not -to -Exceed
amount to $40,000; and
WHEREAS, the CITY and CONTRACTOR wish to amend further to extend
the term through June 30, 2020 and increase the Not -to -Exceed amount to $80,000.
NOW THEREFORE, for good and valuable consideration, the sufficiency of
which is hereby acknowledged, the AGREEMENT is amended as follows:
1) Section 1.1 Term of Service shall be amended to reflect a term end of June 30,
2020.
2) Section 2 Compensation shall be amended to reflect a not -to -exceed amount of $80,000.
3) Paragraph 10.12 Integration shall be rescinded in its entirety and replaced with the
following:
10.12 Integration. This Agreement, including Exhibits A, A -Supplemental,
A -Revised; Exhibits B, B-Supplemental and B-Revised; represents the
entire and integrated agreement between City and Consultant and
supersedes all prior negotiations, representations, or agreements, either
written or oral.
4) Except to the extent inconsistent with this Third Amendment, the Parties ratify and
confirm all of the terms and conditions of the AGREEMENT.
IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to be
executed as of the date and year executed below.
CITY OF DUELIN
Dated:
ATTEST.
in
Caroline Soto, City Clerk
Christopher L. Foss, City Manager
COIT CLEANING AND RESTORATION SERVICES
Dated: t By:
Ellison Penos, Senior Business Development
Manager
FIRST AMENDMENT TO
CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF DUBLIN AND JERRY HAAG
WHEREAS, on July 20, 2016, the City of Dublin (“CITY”) and Jerry Haag (“Consultant”)
entered into a Consultant Services Agreement (“Agreement”) for services as described in the
Agreement, with a term of services which ends on June 30, 2019; and
WHEREAS, the City and Consultant mutually desire to extend the term of services and
limit the total compensation payable to the Consultant under the Agreement for the remaining
term of the Agreement.
NOW, THEREFORE, BE IT RESOLVED, for good and valuable consideration, the
sufficiency of which is hereby acknowledged, the Agreement is amended as follows:
Section 1.1. Term of Services: The term of this Agreement shall end on June 30,
2020. All other provisions of Section 1.1 of the Agreement shall remain in
effect.
Section 2. Compensation: The total sum paid to Consultant shall not exceed
$125,000 for the period of November 1, 2018 through June 30, 2020. All
other provisions of Section 2 of the Agreement shall remain in effect.
BE IT FURTHER RESOLVED that except to the extent inconsistent with this First
Amendment, City and Consultant ratify and confirm all of the terms and conditions of the
Agreement; and
BE IT FURTHER RESOLVED that all requisite insurance policies to be maintained by
the Consultant pursuant to the Agreement, as may have been amended from time to time, shall
include coverage for the amended term, as described above; and
BE IT FURTHER RESOLVED that the individuals executing this Amendment and the
instruments referenced in it on behalf of Consultant each represent and warrant that they have
the legal power, right and actual authority to bind Consultant to the terms and conditions of this
Amendment.
CITY OF DUBLIN CONSULTANT
______________________________ _____________________________
Christopher L. Foss, City Manager Jerry Haag, Principal
Attest:
______________________________
Caroline Soto, City Clerk
Approved as to Form:
______________________________
John Bakker, City Attorney
CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF DUBLIN AND
CAL ENGINEERING AND GEOLOGY
This Agreement is made and entered into between the City of Dublin ("City") and Cal Engineering and Geology
("Consultant") as of July 1, 2016 (the "Effective Date"). In consideration of their mutual covenants, the parties hereto
agree as follows:
Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall
provide to City the services described in the Scope of Work attached as Exhibit A at the time and place and in the
manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and
Exhibit A, the Agreement shall prevail.
1.1 Term of Services. The term of this Agreement shall begin on the date first noted above and shall
end on June 30, 2019, and Consultant shall complete the work described in Exhibit A as assigned
by Task Order prior to that date, unless the term of the Agreement is otherwise terminated or
extended, as provided for in Section 8. The time provided to Consultant to complete the services
required by this Agreement shall not affect the City's right to terminate the Agreement, as provided
for in Section 8.
1.2 Standard of Performance. Consultant shall perform all services required pursuant to this
Agreement in the manner and according to the standards observed by a competent practitioner of
the profession in which Consultant is engaged in the geographical area in which Consultant
practices its profession. Consultant shall prepare all work products required by this Agreement in
conformance with standards of quality normally observed by a person practicing in Consultant's
profession.
1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform services
pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term
of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately
upon receiving notice from City of such desire of City, reassign such person or persons.
1.4 Time. Consultant shall devote such time to the performance of services pursuant to this
Agreement as may be reasonably necessary to meet the standard of performance provided in
Section 1.1 above and to satisfy Consultant's obligations hereunder.
Section 2. COMPENSATION. City hereby agrees to pay Consultant for services outlined in Exhibit A in
accordance with the hourly rate schedule attached hereto as Exhibit B. In the event of a conflict between this
Agreement and 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
its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions
beyond compensation required under this Agreement.
2.1 Invoices. Consultant shall submit invoices, not more often than once a month during the term of this
Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. No
individual performing work under this Contract shall bill more than 2,000 hours in a fiscal year unless approved, in
writing, by the City Manager or his/her designee. Invoices shall contain the following information:
Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.;
The beginning and ending dates of the billing period;
A copy of the applicable time entries or time sheets shall be submitted showing the
following:
o Daily logs of total hours worked by each individual performing work under this
Contract
o Hours must be logged in increments of tenths of an hour or quarter hours
o If this Contract covers multiple projects, all hours must also be logged by project
assignment
o A brief description of the work, and each reimbursable expense
A Task Summary containing the original contract amount, the amount of prior billings, the
total due this period, the balance available under the Agreement, and the percentage of
completion;
The total number of hours of work performed under the Agreement by Consultant and
each employee, agent, and subcontractor of Consultant performing services hereunder,
as well as a separate notice when the total number of hours of work by Consultant and
any individual employee, agent, or subcontractor of Consultant reaches or exceeds 800
hours, which shall include an estimate of the time necessary to complete the work
described in Exhibit A;
The Consultant's signature.
2.2 Monthly Payment. City shall make monthly payments, based on invoices received, for services
satisfactorily performed, 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 are specified below, and shall not exceed
($3,000). Expenses not listed below are not chargeable to City. Reimbursable expenses are
included in the total amount of compensation provided under this Agreement that shall not be
exceeded.
Document Reproduction
Postage
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.
Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole cost and
expense, provide all facilities and equipment that may be necessary to perform the services required by this
Agreement, City shall make available to Consultant only the facilities and equipment listed in this section, and only
under the terms and conditions set forth herein.
City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be reasonably
necessary for Consultant's use while consulting with City employees and reviewing records and the information in
possession of the City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of
City. In no event shall City be obligated to furnish any facility that may involve incurring any direct expense, including
but not limited to computer, long-distance telephone or other communication charges, vehicles, and reproduction
facilities.
Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant, at
its own cost and expense, shall procure "occurrence coverage" insurance against claims for injuries to persons or
damages to property that may arise from or in connection with the performance of the work hereunder by the
Consultant and its agents, representatives, employees, and subcontractors. Consultant shall provide proof
satisfactory to City of such insurance that meets the requirements of this section and under forms of insurance
satisfactory in all respects to the City. Consultant shall maintain the insurance policies required by this section
throughout the term of this Agreement. The cost of such insurance shall be included in the Consultant's bid.
Consultant shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained all
insurance required herein for the subcontractor(s) and provided evidence thereof to City. Verification of the required
insurance shall be submitted and made part of this Agreement prior to execution.
It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of
the specified minimum insurance coverage requirements and/or limits shall be available to City as an additional
insured. Furthermore, the requirements for coverage and limits shall be (1) the minimum coverage and limits
specified in this Agreement; or (2) the broader coverage and maximum limits of coverage of any insurance policy or
proceeds available to the named insured; whichever is greater. The additional insured coverage under the
Consultant's policy shall be "primary and non-contributory" and will not seek contribution from City's insurance or self-
insurance and shall be at least as broad as CG 20 0104 12. In the event Consultant fails to maintain coverage as
required by this Agreement, City at its sole discretion may purchase the coverage required and the cost will be paid
by Consultant. Failure to exercise this right shall not constitute a waiver of right to exercise later. Each insurance
policy shall include an endorsement providing that it shall not be cancelled, changed, or allowed to lapse without at
least thirty (30) days' prior written notice to City of such cancellation, change, or lapse.
4.1 Workers' Compensation. Consultant shall, at its sole cost and expense, maintain Statutory
Workers' Compensation Insurance and Employer's Liability Insurance for any and all persons
employed directly or indirectly by Consultant. The Statutory Workers' Compensation Insurance
and Employer's Liability Insurance shall be provided with limits of not less than ONE MILLION
DOLLARS ($1,000,000,00) per accident. In the alternative, Consultant may rely on a self-
insurance program to meet those requirements, but only if the program of self-insurance complies
fully with the provisions of the California Labor Code. Determination of whether a self-insurance
program meets the standards of the Labor Code shall be solely in the discretion of the Contract
Administrator. The insurer, if insurance is provided, or the Consultant, if a program of self-
insurance is provided, shall waive all rights of subrogation against the City and its officers, officials,
employees, and volunteers for loss arising from work performed under this Agreement.
An endorsement shall state that coverage shall not be canceled except after thirty (30) days' prior
written notice by certified mail, return receipt requested, has been given to the City. Consultant
shall notify City within 14 days of notification from Consultant's insurer if such coverage is
suspended, voided or reduced in coverage or in limits.
4.2 Commercial General and Automobile Liability Insurance.
4.2.1 General requirements. Consultant, at its own cost and expense, shall maintain
commercial general and automobile liability insurance for the term of this Agreement in an
amount not less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence,
combined single limit coverage for risks associated with the work contemplated by this
Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or
other form with a general aggregate limit is used, either the general aggregate limit shall
apply separately to the work to be performed under this Agreement or the general
aggregate limit shall be at least twice the required occurrence limit. Such coverage shall
include but shall not be limited to, protection against claims arising from bodily and
personal injury, including death resulting therefrom, and damage to property resulting
from activities contemplated under this Agreement, including the use of owned and non -
owned automobiles.
4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as broad
as Insurance Services Office Commercial General Liability occurrence form CG 0001.
Automobile coverage shall be at least as broad as Insurance Services Office Automobile
Liability form CA 0001 Code 1 ("any auto").
4.2.3 Additional requirements. Each of the following shall be included in the insurance
coverage or added as an endorsement to the policy:
a. City and its officers, employees, agents, and volunteers shall be covered as
additional insureds with respect to each of the following: liability arising out of
activities performed by or on behalf of Consultant, including the insured's general
supervision of Consultant; products and completed operations of Consultant;
premises owned, occupied, or used by Consultant; and automobiles owned,
leased, or used by the Consultant. The coverage shall contain no special
limitations on the scope of protection afforded to City or its officers, employees,
agents, or volunteers.
b. The insurance shall cover on an occurrence or an accident basis, and not on a
claims -made basis.
An endorsement must state that coverage is primary insurance with respect to
the City and its officers, officials, employees and volunteers, and that no
insurance or self-insurance maintained by the City shall be called upon to
contribute to a loss under the coverage.
Any failure of CONSULTANT to comply with reporting provisions of the policy
shall not affect coverage provided to CITY and its officers, employees, agents,
and volunteers.
An endorsement shall state that coverage shall not be canceled except after
thirty (30) days' prior written notice by certified mail, return receipt requested, has
been given to the City. Consultant shall notify City within 14 days of notification
from Consultant's insurer if such coverage is suspended, voided or reduced in
coverage or in limits.
[4.3 Professional Liability Insurance. Consultant, at its own cost and expense, shall maintain for the
period covered by this Agreement professional liability insurance for licensed professionals
performing work pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS
($1,000,000) covering the licensed professionals' errors and omissions.
4.3.1 Any deductible or self -insured retention shall not exceed $150,000 per claim.
4.3.2 An endorsement shall state that coverage shall not be suspended, voided, canceled by
either party, reduced in coverage or in limits, except after thirty (30) days' prior written
notice by certified mail, return receipt requested, has been given to the City.
4.3.3 The following provisions shall apply if the professional liability coverages are written on a
claims -made form:
a. The retroactive date of the policy must be shown and must be before the date of
the Agreement.
b. Insurance must be maintained and evidence of insurance must be provided for at
least five years after completion of the Agreement or the work, so long as
commercially available at reasonable rates.
If coverage is canceled or not renewed and it is not replaced with another claims -
made policy form with a retroactive date that precedes the date of this
Agreement, Consultant must provide extended reporting coverage for a minimum
of five years after completion of the Agreement or the work, The City shall have
the right to exercise, at the Consultant's sole cost and expense, any extended
reporting provisions of the policy, if the Consultant cancels or does not renew the
coverage.
A copy of the claim reporting requirements must be submitted to the City prior to
the commencement of any work under this Agreement.
4.4 All Policies Requirements.
4.4.1 Acceptability of insurers. All insurance required by this section is to be placed with
insurers with a Bests' rating of no less than A:VII.
4.4.2 Verification of coverage. Prior to beginning any work under this Agreement, Consultant
shall furnish City with certificates of insurance and with original endorsements effecting
coverage required herein. The certificates and endorsements for each insurance policy
are to be signed by a person authorized by that insurer to bind coverage on its behalf.
The City reserves the right to require complete, certified copies of all required insurance
policies and endorsements. Failure to exercise this right shall not constitute a waiver of
right to exercise later.
4.4.3 Subcontractors. Consultant agrees to include with all subcontractors in their subcontract
the same requirements and provisions of this Agreement including the Indemnification
and Insurance requirements to the extent they apply to the scope of the Subcontractor's
work. Subcontractors hired by Consultant agree to be bound to Consultant and the City in
the same manner and to the same extent as Consultant is bound to the City under the
Contract Documents. Subcontractor further agrees to include these same provisions with
any Sub -subcontractor. A copy of the Owner Contract Document Indemnity and
Insurance provisions will be furnished to the Subcontractor upon request. The General
Contractor shall require all subcontractors to provide a valid certificate of insurance and
the required endorsements included in the agreement prior to commencement of any
work and will provide proof of compliance to the City.
4.4.4 Variation. The City may approve a variation in the foregoing insurance requirements,
upon a determination that the coverages, scope, limits, and forms of such insurance are
either not commercially available, or that the City's interests are otherwise fully protected.
4.4.5 Deductibles and Self -Insured Retentions. All self -insured retentions (SIR) and/or
deductibles must be disclosed to the City for approval and shall not reduce the limits of
liability. Policies containing any self -insured retention provision and/or deductibles shall
provide or be endorsed to provide that the SIR and/or deductibles may be satisfied by
either the named insured or the City.
4.4.6 Excess Insurance. The limits of insurance required in this Agreement may be satisfied
by a combination of primary and umbrella or excess insurance. Any umbrella or excess
insurance shall contain or be endorsed to contain a provision that such coverage shall
also apply on a primary and non-contributory basis for the benefit of City (if agreed to in a
written contract or agreement) before City's own insurance or self-insurance shall be
called upon to protect City as a named insured.
4.4.7 Notice of Reduction in Coverage. In the event that any coverage required by this
section is reduced, limited, or materially affected in any other manner, Consultant shall
provide written notice to City at Consultant's earliest possible opportunity and in no case
later than five days after Consultant is notified of the change in coverage.
4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide or
maintain any insurance policies or policy endorsements to the extent and within the time herein
required, City may, at its sole option exercise any of the following remedies, which are alternatives
to other remedies City may have and are not the exclusive remedy for Consultant's breach:
■ Obtain such insurance and deduct and retain the amount of the premiums for such insurance
from any sums due under the Agreement;
■ Order Consultant to stop work under this Agreement or withhold any payment that becomes
due to Consultant hereunder, or both stop work and withhold any payment, until Consultant
demonstrates compliance with the requirements hereof; and/or
■ Terminate this Agreement.
Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. To the maximum extent
allowed by law, Consultant shall indemnify, keep and save harmless the City, and City Councilmembers, officers,
agents and employees against any and all suits, claims or actions arising out of any injury to persons or property,
including death, that may occur, or that may be alleged to have occurred, in the course of the performance of this
Agreement by a negligent act or omission or wrongful misconduct of the Consultant or its employees, subcontractors
or agents. Consultant further agrees to defend any and all such actions, suits or claims and pay all charges of
attorneys and all other costs and expenses arising therefrom or incurred in connection therewith; and if any judgment
be rendered against the City or any of the other individuals enumerated above in any such action, Consultant shall, at
its expense, satisfy and discharge the same. Consultant's responsibility for such defense and indemnity obligations
shall survive the termination or completion of this Agreement for the full period of time allowed by law. The defense
and indemnification obligations of this Agreement are undertaken in addition to, and shall not in any way be limited
by, the insurance obligations contained in this Agreement.
In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this
Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System
(PERS) to be eligible for enrollment in PERS as an employee of City, Consultant shall indemnify, defend, and hold
harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of
Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on
such contributions, which would otherwise be the responsibility of City.
Consultant/Subcontractor's responsibility for such defense and indemnity obligations shall survive the termination or
completion of this Agreement for the full period of time allowed by law.
Section 6. STATUS OF CONSULTANT.
6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall be an
independent contractor and shall not be an employee of City. City shall have the right to control
Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement
and assignment of personnel pursuant to Subparagraph 1.3; however, otherwise City shall not
have the right to control the means by which Consultant accomplishes services rendered pursuant
to this Agreement, Notwithstanding any other City, state, or federal policy, rule, regulation, law, or
ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors
providing services under this Agreement shall not qualify for or become entitled to, and hereby
agree to waive any and all claims to, any compensation, benefit, or any incident of employment by
City, including but not limited to eligibility to enroll in the California Public Employees Retirement
System (PERS) as an employee of City and entitlement to any contribution to be paid by City for
employer contributions and/or employee contributions for PERS benefits.
6.2 Consultant No Agent. Except as City may specify in writing, Consultant shall have no authority,
express or implied, to act on behalf of City in any capacity whatsoever as an agent. Consultant
shall have no authority, express or implied, pursuant to this Agreement to bind City to any
obligation whatsoever.
Section 7. LEGAL REQUIREMENTS.
7.1 Governing Law. The laws of the State of California shall govern this Agreement.
7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with all laws
applicable to the performance of the work hereunder.
7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal
assistance from another governmental entity, Consultant and any subcontractors shall comply with
all applicable rules and regulations to which City is bound by the terms of such fiscal assistance
program.
7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its
employees, agents, and any subcontractors have all licenses, permits, qualifications, and
approvals of whatsoever nature that are legally required to practice their respective professions.
Consultant represents and warrants to City that Consultant and its employees, agents, any
subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of
this Agreement any licenses, permits, and approvals that are legally required to practice their
respective professions. In addition to the foregoing, Consultant and any subcontractors shall
obtain and maintain during the term of this Agreement valid Business Licenses from City.
7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate, on the basis of a
person's race, religion, color, national origin, age, physical or mental handicap or disability, medical
condition, marital status, sex, or sexual orientation, against any employee, applicant for
employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for
any services or programs provided by Consultant under this Agreement. Consultant shall comply
with all applicable federal, state, and local laws, policies, rules, and requirements related to equal
opportunity and nondiscrimination in employment, contracting, and the provision of any services
that are the subject of this Agreement, including but not limited to the satisfaction of any positive
obligations required of Consultant thereby.
Consultant shall include the provisions of this Subsection in any subcontract approved by the
Contract Administrator or this Agreement.
Section 8. TERMINATION AND MODIFICATION.
8.1 Termination. City may cancel this Agreement at any time and without cause upon written
notification to Consultant.
Consultant may cancel this Agreement upon 30 days' written notice to City and shall include in
such notice the reasons for cancellation.
In the event of termination, Consultant shall be entitled to compensation for services performed to
the effective date of termination; City, however, may condition payment of such compensation
upon Consultant delivering to City any or all documents, photographs, computer software, video
and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or the
City in connection with this Agreement.
8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement
beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment
to this Agreement, as provided for herein. Consultant understands and agrees that, if City grants
such an extension, City shall have no obligation to provide Consultant with compensation beyond
the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract
Administrator, City shall have no obligation to reimburse Consultant for any otherwise reimbursable
expenses incurred during the extension period.
8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties.
8.4 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement
contemplates personal performance by Consultant and is based upon a determination of
Consultant's unique personal competence, experience, and specialized personal knowledge.
Moreover, a substantial inducement to City for entering into this Agreement was and is the
professional reputation and competence of Consultant. Consultant may not assign this Agreement
or any interest therein without the prior written approval of the Contract Administrator, Consultant
shall not subcontract any portion of the performance contemplated and provided for herein, other
than to the subcontractors noted in the proposal, without prior written approval of the Contract
Administrator.
8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this
Agreement allocating liability between City and Consultant shall survive the termination of this
Agreement.
8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this
Agreement, City's remedies shall included, but not be limited to, the following:
8.6.1 Immediately terminate the Agreement;
8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work
product prepared by Consultant pursuant to this Agreement;
8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by
Consultant; or
8.6.4 Charge Consultant the difference between the cost to complete the work described in
Exhibit A that is unfinished at the time of breach and the amount that City would have paid
Consultant pursuant to Section 2 if Consultant had completed the work.
Section 9. KEEPING AND STATUS OF RECORDS.
9.1 Records Created as Part of Consultant's Performance. All reports, data, maps, models, charts,
studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any
other documents or materials, in electronic or any other form, that Consultant prepares or obtains
pursuant to this Agreement and that relate to the matters covered hereunder shall be the property
of the City. Consultant hereby agrees to deliver those documents to the City upon termination of
the Agreement. It is understood and agreed that the documents and other materials, including but
not limited to those described above, prepared pursuant to this Agreement are prepared
specifically for the City and are not necessarily suitable for any future or other use. City and
Consultant agree that, until final approval by City, all data, plans, specifications, reports and other
documents are confidential and will not be released to third parties without prior written consent of
both parties.
9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of
account, invoices, vouchers, canceled checks, and other records or documents evidencing or
relating to charges for services or expenditures and disbursements charged to the City under this
Agreement for a minimum of three (3) years, or for any longer period required by law, from the date
of final payment to the Consultant to this Agreement.
9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement
requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any
time during regular business hours, upon oral or written request of the City. Under California
Government Code Section 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:
Cal Engineering and Geology
Phil Gregory, Principal -in -Charge
1870 Olympic Boulevard, Suite 100
Walnut Creek, CA 94596
Any written notice to City shall be sent to:
The City of Dublin
Attn: Gary Huisingh
100 Civic Plaza
Dublin, CA 94568
10.11 Integration. This Agreement, including Exhibits A and B, represents the entire and integrated
agreement between City and Consultant and supersedes all prior negotiations, representations, or
agreements, either written or oral.
IN WITNESS HEREOF, the parties have caused their authorized representatives to
execute this Agreement on the 1 st day of July, 2016.
CITY OF L N
istopher L. Foss,'Sty Ma ager
Attest:
P !3
Caroline Soto, City Clerk
Approved as to Form:
John Bakker, City Attorney
CONSULTANT
V reg ry, ri ttharge
EXHIBIT A
SCOPE OF SERVICES
Services may include geotechnical peer review of soils and geologic reports for private land development
projects and Capital Improvement Program projects, testing and field observations, attendance at meetings
as required. Geologic and/or geotechnical engineering technical peer reviews of development projects to
be reviewed may include, but are not limited to; preparation of geotechnical and geologic reports, slope
stability calculations, grading plans and proposed remedial grading plans, site improvement plans, retaining
wall plans and calculations, creek stabilization plans, Storm Water Pollution Prevention Plans (SWPPP),
Geologic Hazard Abatement District (GHAD) proposals and plans of control, interim grading reports and
record drawings, geologic and/or geotechnical engineering observations during remedial grading, field
inspections, project coordination and meetings with City Staff and developer's consultants. Geotechnical
engineering services for a variety of Public Works projects, Capital Improvement Program projects and/or
maintenance projects including roads, drainage, and other public facilities, and other tasks associated with
Public Works infrastructure design, construction, and/or operation as assigned and directed by the City
Engineer.
EXHIBIT B
COMPENSATION SCHEDULE
Personnel Rate
Principal Engineer/Geologist
$220
per hour
Associate Engineer/Geologist
$195
per hour
Senior Engineer/Geologist
$179
per hour
Project Engineer/Geologist
$144
per hour
Staff Engineer/Geologist
$128
per hour
Technician (Straight rate prevailing wage)
$115
per hour
Project Assistant
$ 82
per hour
Administration/Clerical
$ 77
per hour
Special Inspector (Straight rate prevailing wage)
$118
per hour
Deposition/Court Testimony (minimum 4 hours)
$360
per hour
Laboratory Test Fees
Concrete Compressive Strength Testing $ 35 per test
Moisture Content (ASTM D 2216)
$ 20
per test
Moisture & Density (ASTM D 4318)
$ 28
per test
Atterberg Limits (ASTM D 4318)
$180
per test
Compaction Curve, 4" mold (ASTM D 1557)
$230
per test
Compaction Curve, 6" mold (ASTM D 1557)
$280
per test
Wash over #200 Sieve (ASTM D 1140)
$ 65
per test
Sieve Analysis with #200 Wash (ASTM D 422)
$130
per test
Sieve & Hydrometer (ASTM D 422)
$205
per test
Reimbursable Rates
Nuclear Gage $ 50 per day
Inclinometer Vane $175 per day
Shear Device $100 per day
REIMBURSABLES AND RATE INCREASES:
Rates are all-inclusive of overhead, equipment, travel within the San Francisco Metropolitan Bay
Area, office supplies, etc. Reimbursable items, if any, are invoiced at cost to our Clients. Rates are
good through December 31, 2017. Consultant may submit a new rate schedule which shall not
exceed 3%, and shall be based on the San Francisco Bay Area Consumer Price Index CPI for that
period of time and this shall be submitted to the Public Works Director, or their designee, prior to
taking effect.
Remit Invoice to:
City of Dublin
Public Works Department
100 Civic Plaza
Dublin, CA 94568
AMENDMENT #1 TO CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF DUBLIN AND CAL ENGINEERING AND GEOLOGY
WHEREAS, on July 1, 2016, the City of Dublin (hereinafter referred to as
"City") and Cal Engineering and Geology (hereinafter referred to as "Consultant") entered
into a Consulting Services Agreement for Geology & Geotechnical services (hereinafter
referred to as the "Agreement"); and
WHEREAS, the City and Consultant now wish to amend the Agreement to
include a limit on the total compensation payable to the Consultant under the Agreement.
NOW THEREFORE, for good and valuable consideration, the sufficiency of
which is hereby acknowledged, the Agreement is amended as follows:
1) Section 2 COMPENSATION, the first paragraph shall be rescinded in its entirety
and replaced with the following:
Section 2. COMPENSATION. City hereby agrees to pay Consultant for
services outlined in Exhibit A in accordance with the hourly rate schedule attached
hereto as Exhibit B. The total sum paid to Consultant shall not exceed $500,000.,
notwithstanding any contrary indications that may be contained in Consultant's
proposal, for services to be performed and reimbursable costs incurred under this
Agreement. In the event of a conflict between this Agreement and Consultant's
proposal, 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.
2) Except to the extent inconsistent with this Amendment, the Parties ratify and
confirm all of the terms and conditions of the Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the date written below.
CITY OF DUBLIN
Dated:
ATTEST:
Mji NO�E*N
Caroline Soto, City Clerk
Cal Engineering and Geology
Dated: 3 -13 - 1 `3
By:
&,-,
Christopher L. Foss, City Manager
fO
CONTRACT SERVICES AGREEMENT
BETWEEN THE CITY OF DUBLIN AND
COIT CLEANING AND RESTORATION
SERVICES
THIS AGREEMENT for contract services is made by and between the City of Dublin
("City") and Coit Cleaning and Restoration Services ("Contractor") as of April 1, 2017.
Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement,
Contractor 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, 2018 and Contractor 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 Contractor 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.
Notwithstanding the foregoing this Agreement may be extended on a month -to -
month basis for up to 6 months upon the written consent of the Contractor and
the City Manager, provided that; a) sufficient funds have been appropriated for
such purpose, and b) the price charged by the Contractor for the provision of the
services described in Exhibit A does not increase. None of the foregoing shall
affect the City's right to terminate the Agreement, as provided for in Section 8.
1.2 Standard of Performance. Contractor 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 Contractor is
engaged in the geographical area in which Contractor practices its profession.
Contractor 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 Contractor's profession.
1.3 Assignment of Personnel. Contractor 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, Contractor shall, immediately upon receiving notice from City of such
desire of City, reassign such person or persons.
1.4 Time. Contractor 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
Contractor's obligations hereunder.
Section 2. COMPENSATION. City hereby agrees to pay Contractor a sum not to exceed
THIRTY-FIVE THOUSAND DOLLARS AND ZERO CENTS ($35,000.00), notwithstanding any
contrary indications that may be contained in Contractor's proposal, for services to be performed
under this Agreement. In the event of a conflict between this Agreement and Contractor's
proposal, attached as Exhibit A, regarding the amount of compensation, the Agreement shall
prevail. City shall pay Contractor 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 Contractor for services rendered pursuant to this Agreement. Contractor shall
submit all invoices to City in the manner specified herein. Except as specifically authorized by
City, Contractor shall not bill City for duplicate services performed by more than one person.
Contractor and City acknowledge and agree that compensation paid by City to Contractor under
this Agreement is based upon Contractor's costs of providing the services required hereunder,
including salaries and benefits of employees and subcontractors of Contractor. Consequently,
the parties further agree that compensation hereunder is intended to include the costs of
contributions to any pensions and/or annuities to which Contractor 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. Contractor shall submit invoices, not more often than once a month during the
term of this Agreement, based on the cost for services 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:
The dates of service provided at each facility;
Location of each service;
■ 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 ■ The Contractor's
signature.
2.2 Monthly Payment. City shall make monthly payments, based on invoices
received, for services satisfactorily performed. City shall have 30 days from the
receipt of an invoice that complies with all of the requirements above to pay
Contractor.
2.3 Total Payment. City shall pay for the services to be rendered by Contractor
pursuant to this
Agreement. City shall not pay any additional sum for any expense or cost
whatsoever incurred by Contractor 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 Contractor 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 Contractor 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 Payment of Taxes. Contractor is solely responsible for the payment of
employment taxes incurred under this Agreement and any similar federal or state
taxes.
2.6 Payment upon Termination. In the event that the City or Contractor terminates
this Agreement pursuant to Section 8, the City shall compensate the Contractor
for all outstanding costs incurred for work satisfactorily completed as of the date
of written notice of termination. Contractor shall maintain adequate logs and
timesheets in order to verify costs incurred to that date.
2.7 Authorization to Perform Services. The Contractor 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, Contractor 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 Contractor 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 Contractor'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, Contractor, 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 Contractor and its agents,
representatives, employees, and subcontractors. Contractor 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. Contractor 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 Contractor's bid. Contractor shall not allow any subcontractor to commence
work on any subcontract until Contractor 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
Contractor's policy shall be "primary and non-contributory" and will not seek contribution from
City's insurance or selfinsurance and shall be at least as broad as CG 20 01 04 12. In the event
Contractor 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 Contractor. 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. Contractor 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 Contractor.
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, Contractor
may rely on a selfinsurance 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 Contractor, 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. Contractor shall notify City within 14 days of notification
from Contractor'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. Contractor, 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 nonowned 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 Contractor, including the insured's general supervision of
Contractor; products and completed operations of Contractor;
premises owned, occupied, or used by Contractor; and
automobiles owned, leased, or used by the Contractor. 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 Contractor 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. Contractor
shall notify City within 14 days of notification from Contractor's
insurer if such coverage is suspended, voided or reduced in
coverage or in limits.
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 AM I.
4.4.2 Verification of coverage. Prior to beginning any work under this
Agreement, Contractor 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. Contractor 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 Contractor agree to be bound to Contractor and
the City in the same manner and to the same extent as Contractor 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, Contractor shall provide written notice to City at
Contractor's earliest possible opportunity and in no case later than five
days after Contractor is notified of the change in coverage.
4.5 Remedies. In addition to any other remedies City may have if Contractor 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 Contractor's breach:
■ Obtain such insurance and deduct and retain the amount of the premiums for
such insurance from any sums due under the Agreement;
extent
■ Order Contractor to stop work under this Agreement or withhold any payment
that becomes due to Contractor hereunder, or both stop work and withhold
any payment, until Contractor demonstrates compliance with the
requirements hereof; and/or
■ Terminate this Agreement.
Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. To the maximum
allowed by law, Contractor 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 Contractor or its employees, subcontractors or
agents. Contractor 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, Contractor shall, at its expense, satisfy and
discharge the same. Contractor'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 Contractor or any employee, agent, or subcontractor of Contractor 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,
Contractor shall indemnify, defend, and hold harmless City for the payment of any employee
and/or employer contributions for PERS benefits on behalf of Contractor 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.
Contractor/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 CONTRACTOR.
shall be an
6.1 Independent Contractor. At all times during the term of this Agreement, Contractor
independent contractor and shall not be an employee of City. City shall have the
right to control Contractor only insofar as the results of Contractor'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 Contractor accomplishes services rendered pursuant to this
Agreement. Notwithstanding any other City, state, or federal policy, rule,
regulation, law, or ordinance to the contrary, Contractor 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 Contractor No Agent. Except as City may specify in writing, Contractor shall
have no authority, express or implied, to act on behalf of City in any capacity
whatsoever as an agent. Contractor
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. Contractor 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, Contractor 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. Contractor represents and warrants to City that
Contractor 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. Contractor represents and
warrants to City that Contractor 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, Contractor and
any subcontractors shall obtain and maintain during the term of this Agreement
valid Business Licenses from City.
7.6 Nondiscrimination and Equal Opportunity. Contractor 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 Contractor under this Agreement. Contractor
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 Contractor thereby.
Contractor 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 Contractor.
Contractor 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, Contractor shall be entitled to compensation for
services performed to the effective date of termination; City, however, may
condition payment of such compensation upon Contractor delivering to City any
or all documents, photographs, computer software, video and audio tapes, and
other materials provided to Contractor or prepared by or for Contractor or the City
in connection with this Agreement.
8.2 Extension. Contractor may request an extension for one (1) one-year term by
making such request in writing to the Public Works Manager. The City has the
sole discretion to accept or deny this request.
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 Contractor recognize and agree
that this Agreement contemplates personal performance by Contractor and is
based upon a determination of Contractor'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 Contractor. Contractor may not assign this
Agreement or any interest therein without the prior written approval of the
Contract Administrator. Contractor 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 Contractor shall
survive the termination of this Agreement.
8.6 Options upon Breach by Contractor. If Contractor 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 Contractor pursuant to this
Agreement;
8.6.3 Retain a different contractor to complete the work described in Exhibit A
not finished by Contractor; or
8.6.4 Charge Contractor 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 Contractor pursuant to Section 2 if
Contractor had completed the work.
Section 9. MISCELLANEOUS PROVISIONS.
9.1 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.
9.2 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.
9.3 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.
9.4 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.
9.5 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.
9.6 Use of Recycled Products. Contractor 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.
9.7 Conflict of Interest. Contractor may serve other clients, but none whose
activities within the corporate limits of City or whose business, regardless of
location, would place Contractor in a "conflict of interest," as that term is defined
in the Political Reform Act, codified at California Government Code Section
81000 et seq.
Contractor 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.
Contractor 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
Contractor was an employee, agent, appointee, or official of the City in the
previous twelve months, Contractor warrants that it did not participate in any
manner in the forming of this Agreement. Contractor understands that, if this
Agreement is made in violation of Government Code §1090 et. seq., the entire
Agreement is void and Contractor will not be entitled to any compensation for
services performed pursuant to this Agreement, and Contractor will be required
to reimburse the City for any sums paid to the Contractor. Contractor
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.
9.8 Solicitation. Contractor agrees not to solicit business at any meeting, focus
group, or interview related to this Agreement, either orally or through any written
materials.
9.9 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.
9.10 Notices. Any written notice to Consultant shall be sent to:
COIT CLEANING AND RESTORATION SERVICES
[Aft: ELLISON PENOS ]
897 HINCKLEY ROAD
BURLINGAME, CA 94010
Any written notice to City shall be sent to:
The City of Dublin
Aft: Public Works Director
100 Civic Plaza
Dublin, CA 94568
9.11 Integration. This Agreement, including the Scope of Services and
Compensation Schedule attached hereto and incorporated herein as Exhibits A
and B, represents the entire and integrated agreement between City and
Contractor and supersedes all prior negotiations, representations, or
agreements, either written or oral.
IN WITNESS HEREOF, the parties have caused their authorized
representatives to execute this Agreement on the 1 st day of April 2017.
ZRISTO
F UBLIN
PHER L. FO S, C MA
MAN
Attest:
("',
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[C- -�C--4t
Caroline Soto, City Clerk
as to Form:
John 1Bakker, City Attorney
S LT T
ED GLINDEN, COMMERCIAL MANAGER
COIT CLEANING AND RESTORATION SERVICES
EXHIBIT A
SCOPE OF SERVICES
All contractor personnel shall wear a uniform with proper identification whenever working in or
around any City facility. Contractor shall furnish and require every on -duty employee to wear a
company shirt or a visible photo identification badge identifying employee by name.
Contract personnel shall schedule and coordinate all site visits prior to providing services with
the Public Works Manager or designee.
Contractor shall assign a sufficient number of employees to perform the required service.
Contractor shall designate one (1) employee as principal with full responsibility for directing the
entire crew. Each principal shall be authorized to act for the Contractor in every detail and must
be able to sufficiently communicate verbally and in writing in English.
Upon the City of Dublin's request, the contractor shall provide Safety Data Sheets (SDS) for all
chemicals used in cleaning carpets, draperies, and upholstery.
Contractor shall use mild chemicals that are quick to dry and low in toxics.
All carpet cleaning services shall be performed in accordance with Federal, State and Local
rules and regulations. Any and all chemicals used during the service must be approved for its
intended use, and applied in a manner consistent with the regulations established by the State
of California Department of Public Health and consistent with Federal and Cal OSHA standards.
Contractor shall provide all personnel, uniforms, tools, equipment, parts, records/logs, cleaning
chemicals, etc., necessary to perform the services described. All other materials/supplies
required to perform this service, and not otherwise mentioned, shall be provided by the
Contractor at his/her expense.
Carpet cleaning shall be performed with mobile van units using hot water extraction method. In
areas where mobile van units cannot reach because of building height or other obstruction,
portable hot water extraction units shall be used.
A second clean/clear water rinse shall be performed after initial chemical treatment when
cleaning carpets.
Carpet cleaning shall be performed on site after regular business hours, typically between 6:00
PM and 11:30 PM on weekdays, unless otherwise required due to an emergency.
Contractor shall be responsible for all damage which occurs to City property while performing
services, regardless of whether the damage is to an item(s) being cleaned or to other item(s) in
and around the unit where services are being performed.
Complaints must be addressed within 72 hours after notification and will be at no additional cost
to the City. Contactor shall establish and submit to the Public Works Manager or designee a
schedule of services to be performed at each facility. Each facility shall be serviced as noted in
schedule table. Services at each facility must recur on the same day each month for each facility
(e.g.; first Monday of each month, third Thursday of each month, etc.) agreed upon and
approved by the City in advance. Note- Each facility can be serviced individually and does not
need to occur on the same day; however, each facility servicing must be completed same day.
Some facilities conduct activities in the evenings. City Council meetings are the first and third
Tuesday of each month. The Library is closed and accessible for servicing on Fridays.
Carpet cleaning services shall be performed at all listed City facilities, with the exception of the
Emerald Glen Recreation and Aquatic Center (The Wave), which is under construction until
Spring/Summer 2017. The service start date for the Emerald Glen Recreation and Aquatic
Center will be determined by the Public Works Manager at a later date.
Identify the specific individual(s) who would be assigned to work with the City of Dublin and
have them complete a criminal background check sufficient for authorization to enter Police and
Fire Services buildings (typically a Live Scan fingerprint clearance).
EXHIBIT B COMPENSATION
SCHEDULE
Coit Cleaning and Restoration Services
City of Dublin - Civic Center
2017 — 2018 Carpet Maintenance Calendar
Scheduled Cleaning Date
RMR
Area A
Area B
Council Chambers
Chamber Seating
Cost
Thursday, June 22, 2017
Service
$ 289.00
Thursday, July 20, 2017
Service
Service
$ 469.00
Thursday, August 24, 2017
Service
Service
Service
Service
$ 871.00
Thursday, September 21, 2017
Service
Service
$ 469.00
Thursday, October 19, 2017
Service
Service
$ 469.00
Thursday, November 23, 2017
Service
Service
Service
$ 871.00
Thursday, December 21, 2017
Service
Service
$ 469.00
Thursday, January 18, 2018
Service
Service
$ 469.00
Thursday, February 22, 2018
Service
Service
Service
Service
Service
$ 1,083.00
Thursday, March 22, 2018
Service
Service
$ 469.00
Thursday, April 19, 2018
Service
Service
Service
$ 871.00
Thursday, May 24, 2018
Service
I Service
$ 469.00
Thursday, June 21, 2018
Service
I Service
$ 469.00
Total $7,737.00
Area A Includes: Administration Wing 1st Floor main hallway, staircases, upstairs main hallway, (outside finance and city managers
office), police wing 1st floor main hallway, staircases and lobby
Area B Includes: Internal corridors an traffic areas, entire building
Service to be completed on the 3rd Thursday of each month as listed above. 7 pm scheduled stat time.
City of Dublin - library
2017 — 2018 Carpet Maintenance Calendar
Scheduled Cleaning Date
Community Room
Main Library
Expansion Areas
Cost
Friday, September 29, 2017
Service
$ 1,137.00
Friday, November 17, 2017
PCS Office/LG Expansion Are
$ 250.00
Friday, January 26, 2018
Service
Service
$ 1,387.00
Friday, March 30, 2018
Service
$ 250.00
Friday, May 25, 2018
Service
$ 1,137.00
Total $ 4,161.00
Service to be completed on the 4th Friday of each month as listed above.
7 pm scheduled start time.
City of Dublin - Shannon Center
2017 — 2018 Carpet Maintenance Calendar
Scheduled Cleaning Date
Area A
Area B
Cost
Notes
Monday, May 01, 2017
Service
$ 646.00
Monday, June 05, 2017
Service
Service
$ 734.00
Monday, July 03, 2017
Service
$ 646.00
Monday, August 07, 2017
Service
Service
$ 734.00
Monday, September 04, 2017
Service
$ 646.00
Monday, October 02, 2017
Service
Service
$ 734.00
Monday, November 06, 2017
Service
$ 646.00
Monday, December 04, 2017
Service
Service
$ 734.00
Monday, January 08, 2018
Service
$ 646.00
Monday, February 05, 2018
Service
Service
$ 734.00
Monday, April 02, 2018
Service
$ 646.00
Monday, May 07, 2018
Service
Service
$ 734.00
Monday, June 04, 2018
Service
$ 646.00
Total $ 8,926.00
Area A Includes: Ballroom, classroom, lobby and hallway.
Area B Includes: Offices.
Service to be completed on the In Monday of each month as listed above.
9 pm scheduled start time.
City of Dublin - Dublin Senior Center
2017 — 2018 Carpet Maintenance Calendar
Scheduled Cleaning Date
All Carpet
Cost
Tuesday, May 09,2017
Service
$374.00
Tuesday, July 11, 2017
Service
$ 374.00
Tuesday, September 12, 2017
Service
$374.00
Tuesday, November 14, 2017
Service
$374.00
Tuesday, January 09, 2018
Service
$ 374.00
Tuesday, March 13, 2018
Service
1 $374.00
Friday, May 18, 2018
Service
1 $374.00
Total $ 2,618.00
Service to be completed on the 2nd Friday of each month as listed above.
4 pm scheduled start time.
City of Dublin — Fire Stations
2017 — 2018 Carpet Maintenance Calendar
Scheduled Cleaning Date
All Carpet
Cost
locations
Wednesday, March 14, 2018
Service
$ 250.00
Fire Station 16-7494 Donohue Drive
Wednesday, March 14, 2018
Service
$ 250.00
Fire Station 17— 6200 Madigan Avenue
Wednesday, March 14, 2018
Service
$ 250.00
Fire Station 18-4800 Fallon Road
Total $ 750.00
City of Dublin — Emerald Glen Aquatic and Recreation Center
2017 — 2018 Carpet Maintenance Calendar
scheduled Cleaning Date Area I Cost
Fo be determined I0
Area Includes: Lobby, Walk -Off Areas and Administration Offices
City of Dublin —Heritage Center
2017 — 2018 Carpet Maintenance Calendar
Scheduled Cleaning Date
All Carpet
Cost
Wednesday, October 11, 2017
Service
$ 250.00
Wednesday, May 09, 2018
Service
$ 250.00
Total $ 500.00
City of Dublin — Corporation Yard
2017 — 2018 Carpet Maintenance Calendar
Scheduled Cleaning Date
All Carpet
Cost
Wednesday, April 26, 2017
Service
$ 250.00
Wednesday, April 25, 2018
Service
$ 250.00
Total $ 500.00
Advance notice for any schedule changes will be provided and approved in advance by the Public Works
Manager or designee.
Base services total $25,192.00 per RFP. Additional services performed at the request of the City, outside
of the base services defined in the contract will be charged at a rate of $0.20 per square foot and not to
exceed $9,808.00 for a grand total of $35,000.00 for the duration of the contract. Additional Services
shall only be conducted with prior written approval from the Public Works Manager or designee.
AMENDMENT #1 TO CONTRACTING SERVICES AGREEMENT BETWEEN
THE CITY OF .DUBLIN AN❑ CGIT CLEANING AND RESTORATION SERVICES
WHEREAS, on April 1, 2017, the City of ❑ublin (hereinafter referred to as
"CITY") and Coit Cleaning and Restoration Services (hereinafter referred to as
"CONTRACTOR") entered into a Contracting Services Agreement for carpet cleaning
services (hereinafter referred to as the "AGREEMENT"); and
WHEREAS, the existing AGREEMENT did not include base services for
carpet cleaning at The Wave Aquatic Center location;
WHEREAS, the CITY and CONTRACTOR now wish to amend the
Agreement to include this City facility.
NOW THEREFORE, for good and valuable consideration, the sufficiency
of which is hereby acknowledged, the AGREEMENT is amended as follows:
1) Paragraph 10.12 Integration shall be rescinded in its entirety and replaced with
the following:
10.12 Integration. This Agreement, including Exhibits A -Supplemental
and B-Supplemental, represents the entire and integrated agreement
between City and Consultant and supersedes all prior negotiations,
representations, or agreements, either written or oral.
3) Except to the extent inconsistent with this First Amendment, the Parties ratify and
confirm all of the terms and conditions of the AGREEMENT.
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be
executed as of the date and year first above written.
CITY OF DUBLIN
Dated: By:
Christopher L. Foss, City Manager
ATTEST:
By:
Caroline oto, City Clerk
COIT CLEANING AND RESTORATION
Dated: By:
ED GLINDEN, COMMERCIAL MANAGER
EXHIBIT A -- SUPPLEMENTAL
This supplemental scope of work is to add the newly opened City facility "The Wave" to
the existing carpet cleaning services. The service start date for the Emerald Glen
Recreation and Aquatic Center will be June 2017.
EXHIBIT B — SUPPLEMENTAL
City of Dublin — Emerald Glen Aquatic and Recreation Center
2017 — 2018 Carpet Maintenance Calendar
Scheduled aeaning Date
Area
Cost
Wednesday, Jul y 19, 2017
Service
$ 250.00
Wednesday, 5eptember 20. 2017
Service
$ 250.00
Wednesday, November 15, 2017
Service
$ 250-W
Wednesday. January 17. 2018
Service
$ 250.DD
Wednesday, Wrch 21, 2019
Service
$ 2SO.OD
Wednesday, nosy 23, 2018
Service
$ 250.00
Total $ 1,500 DO
Area includes: Conference Roam, Community Room, Staff Offices and Lobby
AMENDMENT #2 TO CONTRACTING SERVICES AGREEMENT BETWEEN
THE CITY OF DUBLIN AND COIT CLEANING AND RESTORATION SERVICES
WHEREAS, on April 1, 2017, the City of Dublin (hereinafter referred to as
"CITY") and Coit Cleaning and Restoration Services (hereinafter referred to as
"CONTRACTOR") entered into a Contracting Services Agreement for carpet cleaning
services (hereinafter referred to as the "AGREEMENT"); and
WHEREAS, the existing AGREEMENT ends on June 30, 2018;
WHEREAS, the CITY and CONTRACTOR now wish to amend the
Agreement to extend services through June 30, 2019, and increase the Not to Exceed
amount to $40,000.00.
NOW THEREFORE, for good and valuable consideration, the sufficiency
of which is hereby acknowledged, the AGREEMENT is amended as follows:
1) Paragraph 9.11 Integration shall be rescinded in its entirety and replaced with the
following:
9.11 Integration. This Agreement, including Exhibits A, A -Supplemental
and B and B-Supplemental, represents the entire and integrated
agreement between City and Consultant and supersedes all prior
negotiations, representations, or agreements, either written or oral.
3) Except to the extent inconsistent with this Second Amendment, the Parties ratify
and confirm all of the terms and conditions of the AGREEMENT.
IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to
be executed as of the date and year first above written.
CITY OF DUBLIN
Dated: 60'12-4:f i P By:
Christopher L. Foss, City l0Dager
ATTEST:
12
By:
Caroline Soto, City Clerk
COIT CLEANING AND RESTORATION SE
Dated: 19 By:
Y
ED'OUNDEN, COMMERCIAL MANAGER
CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF DUBLIN AND JERRY HAAG
This Agreement is made and entered into between the City of Dublin ("City") and Jerry Haag ("Consultant") as of July
20, 2016 (the "Effective Date"). In consideration of their mutual covenants, the parties hereto agree as follows:
Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall
provide to City the services described in the Scope of Work attached as Exhibit A at the time and place and in the
manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and
Exhibit A, the Agreement shall prevail.
1.1 Term of Services. The term of this Agreement shall begin on the date first noted above and shall
end on June 30, 2019, and Consultant shall complete the work described in Exhibit A prior to that
date, unless the term of the Agreement is otherwise terminated or extended, as provided for in
Section 8, The time provided to Consultant to complete the services required by this Agreement
shall not affect the City's right to terminate the Agreement, as provided for in Section 8,
1.2 Standard of Performance. Consultant shall perform all services required pursuant to this
Agreement in the manner and according to the standards observed by a competent practitioner of
the profession in which Consultant is engaged in the geographical area in which Consultant
practices its profession. Consultant shall prepare all work products required by this Agreement in
conformance with standards of quality normally observed by a person practicing in Consultant's
profession, for similar services, under similar circumstance, in the same locality and at the same
time services are provided.
1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform services
pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term
of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately
upon receiving notice from City of such desire of City, reassign such person or persons.
1.4 Time. Consultant shall devote such time to the performance of services pursuant to this
Agreement as may be reasonably necessary to meet the standard of performance provided in
Section 1.1 above and to satisfy Consultant's obligations hereunder.
Section 2. COMPENSATION. City hereby agrees to pay Consultant for services outlined in Exhibit A in
accordance with a project specific scope and budget (Consultant's proposal) as approved by Task Order. In the
event of a conflict between this Agreement and the Task Order, regarding the amount of compensation, the
Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and
in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for
services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified
herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by
more than one person.
Consultant and City acknowledge and agree that compensation paid by City to Consultant under this Agreement is
based upon Consultant's estimated costs of providing the services required hereunder, including salaries and
benefits of employees and subcontractors of Consultant. Consequently, the parties further agree that compensation
hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and
its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions
beyond compensation required under this Agreement.
2.1 Invoices. Consultant shall submit invoices, not more often than once a month during the term of
this Agreement, based on the cost for services performed and reimbursable costs incurred prior to
the invoice date, Invoices shall contain the following information;
■ Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.;
■ The beginning and ending dates of the billing period;
■ If this Contract covers multiple projects, all tasks must also be logged by project
assignment;
■ A brief description of the work, and each reimbursable expense;
A Task Summary by project containing the original contract amount, the amount of prior
billings, the total due this period, the balance available under the Agreement, and the
percentage of completion;
■ The Consultant's signature,
2.2 Monthly Payment. City shall make monthly payments, based on invoices received, for services
satisfactorily performed in accordance with this agreement, and for authorized reimbursable costs
incurred, City shall have 30 days from the receipt of an invoice that complies with all of the
requirements above to pay Consultant,
2.3 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to this
Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by
Consultant in rendering services pursuant to this Agreement. City shall make no payment for any
extra, further, or additional service pursuant to this Agreement,
In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of
compensation provided above either for a task or for the entire Agreement, unless the Agreement
is modified prior to the submission of such an invoice by a properly executed change order or
amendment.
2.4 Reserved
2.5 Reimbursable Expenses. Reimbursable expenses, if any, shall be as set forth in Consultant's
project specific scope and budget (Consultant's proposal) as approved by Task Order. Expenses
not listed in Consultant's proposal are not chargeable to City. Reimbursable expenses are
included in the total amount of compensation provided under this Agreement that shall not be
exceeded,
2.6 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes
incurred under this Agreement and any similar federal or state taxes.
2.7 Payment upon Termination. In the event that the City or Consultant terminates this Agreement
pursuant to Section 8, the City shall compensate the Consultant for all outstanding costs and
reimbursable expenses incurred for work rendered in conformance with this agreement as of the
date of written notice of termination, Consultant shall maintain adequate logs and timesheets in
order to verify costs incurred to that date,
2.8 Authorization to Perform Services. The Consultant is not authorized to perform any services or
incur any costs whatsoever under the terms of this Agreement until receipt of authorization from
the Contract Administrator.
Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole cost and
expense, provide all facilities and equipment that may be necessary to perform the services required by this
Agreement. City shall make available to Consultant only the facilities and equipment listed in this section, and only
under the terms and conditions set forth herein.
City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be reasonably
necessary for Consultant's use while consulting with City employees and reviewing records and the information in
possession of the City, The location, quantity, and time of furnishing those facilities shall be in the sole discretion of
City. In no event shall City be obligated to furnish any facility that may involve incurring any direct expense, including
but not limited to computer, long-distance telephone or other communication charges, vehicles, and reproduction
facilities,
Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant, at
its own cost and expense, shall procure "occurrence coverage" insurance against claims for injuries to persons or
damages to property that may arise from or in connection with the performance of the work hereunder by the
Consultant and its agents, representatives, employees and subcontractors. Consultant shall provide proof
satisfactory to City of such insurance that meets the requirements of this section and under forms of insurance
satisfactory in all respects to the City. Consultant shall maintain the insurance policies required by this section
throughout the term of this Agreement, The cost of such insurance shall be included in the Consultant's bid.
Consultant shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained all
insurance required herein for the subcontractor(s) and provided evidence thereof to City. Verification of the required
insurance shall be submitted and made part of this Agreement prior to execution.
It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of
the specified minimum insurance coverage requirements and/or limits shall be available to City as an additional
insured, Furthermore, the requirements for coverage and limits shall be (1) the minimum coverage and limits
specified in this Agreement; or (2) the broader coverage and maximum limits of coverage of any insurance policy or
proceeds available to the named insured; whichever is greater. The additional insured coverage under the
Consultant's policy shall be "primary and non-contributory" and will not seek contribution from City's insurance or self-
insurance and shall be at least as broad as CG 20 0104 12. In the event Consultant fails to maintain coverage as
required by this Agreement, City at its sole discretion may purchase the coverage required and the cost will be paid
by Consultant, Failure to exercise this right shall not constitute a waiver of right to exercise later. Each insurance
policy shall include an endorsement providing that it shall not be cancelled, changed, or allowed to lapse without at
least thirty (30) days' prior written notice to City of such cancellation, change, or lapse.
4.1 Workers' Compensation. Consultant shall, at its sole cost and expense, maintain Statutory
Workers' Compensation Insurance and Employer's Liability Insurance for any and all persons
employed directly or indirectly by Consultant, The Statutory Workers' Compensation Insurance
and Employer's Liability Insurance shall be provided with limits of not less than ONE MILLION
DOLLARS ($1,000,000.00) per accident. In the alternative, Consultant may rely on a self-
insurance program to meet those requirements, but only if the program of self-insurance complies
fully with the provisions of the California Labor Code. Determination of whether a self-insurance
program meets the standards of the Labor Code shall be solely in the discretion of the Contract
Administrator. The insurer, if insurance is provided, or the Consultant, if a program of self-
insurance is provided, shall waive all rights of subrogation against the City and its officers,
employees, agents, and volunteers for loss arising from work performed under this Agreement.
An endorsement shall state that coverage shall not be canceled except after thirty (30) days' prior
written notice by certified mail, return receipt requested, has been given to the City. Consultant
shall notify City within 14 days of notification from Consultant's insurer if such coverage is
suspended, voided or reduced in coverage or in limits.
4.2 Commercial General and Automobile Liability Insurance,
4.2.1 General requirements. Consultant, at its own cost and expense, shall maintain
commercial general and automobile liability insurance for the term of this Agreement in an
amount not less than ONE MILLION DOLLARS ($1,000,000,00) per occurrence,
combined single limit coverage for risks associated with the work contemplated by this
Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or
other form with a general aggregate limit is used, either the general aggregate limit shall
apply separately to the work to be performed under this Agreement or the general
aggregate limit shall be at least twice the required occurrence limit. Such coverage shall
include but shall not be limited to, protection against claims arising from bodily and
personal injury, including death resulting therefrom, and damage to property resulting
from activities contemplated under this Agreement, including the use of owned and non -
owned automobiles,
4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as broad
as Insurance Services Office Commercial General Liability occurrence form CG 0001.
Automobile coverage shall be at least as broad as Insurance Services Office Automobile
Liability form CA 0001 Code 1 ("any auto"),
4.2.3 Additional requirements. Each of the following shall be included in the insurance
coverage or added as an endorsement to the policy:
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.
43.3 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.
If coverage is canceled or not renewed and it is not replaced with another claims -
made policy form with a retroactive date that precedes the date of this
Agreement, Consultant must provide extended reporting coverage for a minimum
of five years after completion of the Agreement or the work, The City shall have
the right to exercise, at the Consultant's sole cost and expense, any extended
reporting provisions of the policy, if the Consultant cancels or does not renew the
coverage.
A copy of the claim reporting requirements must be submitted to the City prior to
the commencement of any work under this Agreement.
4.4 All Policies Requirements.
4.4.1 Acceptability of insurers. All insurance required by this section is to be placed with
insurers with a Bests' rating of no less than A;VII.
4.4.2 Verification of coverage. Prior to beginning any work under this Agreement, Consultant
shall furnish City with certificates of insurance and with original endorsements effecting
coverage required herein. The certificates and endorsements for each insurance policy
are to be signed by a person authorized by that insurer to bind coverage on its behalf.
The City reserves the right to require complete, certified copies of all required insurance
policies and endorsements. Failure to exercise this right shall not constitute a waiver of
right to exercise later,
4.4.3 Subcontractors. Consultant agrees to include with all subcontractors in their subcontract
the same requirements and provisions of this Agreement including the Indemnification
and Insurance requirements to the extent they apply to the scope of the Subcontractor's
work. Subcontractors hired by Consultant agree to be bound to Consultant and the City in
the same manner and to the same extent as Consultant is bound to the City under the
Contract Documents. Subcontractor further agrees to include these same provisions with
any Sub -subcontractor. A copy of the Owner Contract Document Indemnity and
Insurance provisions will be furnished to the Subcontractor upon request. The General
Contractor shall require all subcontractors to provide a valid certificate of insurance and
the required endorsements included in the agreement prior to commencement of any
work and will provide proof of compliance to the City,
4.4.4 Variation. The City may approve a variation in the foregoing insurance requirements,
upon a determination that the coverages, scope, limits, and forms of such insurance are
either not commercially available, or that the City's interests are otherwise fully protected.
4.4.5 Deductibles and Self -Insured Retentions. All self -insured retentions (SIR) and/or
deductibles must be disclosed to the City for approval and shall not reduce the limits of
liability. Policies containing any self -insured retention provision and/or deductibles shall
provide or be endorsed to provide that the SIR and/or deductibles may be satisfied by
either the named insured or the City,
4.4.6 Excess Insurance. The limits of insurance required in this Agreement may be satisfied
by a combination of primary and umbrella or excess insurance. Any umbrella or excess
insurance shall contain or be endorsed to contain a provision that such coverage shall
also apply on a primary and non-contributory basis for the benefit of City (if agreed to in a
written contract or agreement) before City's own insurance or self-insurance shall be
called upon to protect City as a named insured.
4.4.7 Notice of Reduction in Coverage. In the event that any coverage required by this
section is reduced, limited, or materially affected in any other manner, Consultant shall
provide written notice to City at Consultant's earliest possible opportunity and in no case
later than five days after Consultant is notified of the change in coverage.
4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide or
maintain any insurance policies or policy endorsements to the extent and within the time herein
required, City may, at its sole option exercise any of the following remedies, which are alternatives
to other remedies City may have and are not the exclusive remedy for Consultant's breach:
■ Obtain such insurance and deduct and retain the amount of the premiums for such insurance
from any sums due under the Agreement;
■ Order Consultant to stop work under this Agreement or withhold any payment that becomes
due to Consultant hereunder, or both stop work and withhold any payment, until Consultant
demonstrates compliance with the requirements hereof; and/or
■ Terminate this Agreement,
Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. To the maximum extent
allowed by law, Consultant shall indemnify, keep and save harmless the City, and City Councilmembers, officers,
agents and employees against any and all suits, claims or actions arising out of any injury to persons or property,
including death, that may occur, or that may be alleged to have occurred, in the course of the performance of this
Agreement by a negligent act or omission or wrongful misconduct of the Consultant or its employees, subcontractors
or agents. Consultant further agrees to defend any and all such actions, suits or claims and pay all charges of
attorneys and all other costs and expenses arising therefrom or incurred in connection therewith; and if any judgment
be rendered against the City or any of the other individuals enumerated above in any such action, Consultant shall, at
its expense, satisfy and discharge the same, Consultant's responsibility for such defense and indemnity obligations
shall survive the termination or completion of this Agreement for the full period of time allowed by law. The defense
and indemnification obligations of this Agreement are undertaken in addition to, and shall not in any way be limited
by, the insurance obligations contained in this Agreement,
In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this
Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System
(PERS) to be eligible for enrollment in PERS as an employee of City, Consultant shall indemnify, defend, and hold
harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of
Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on
such contributions, which would otherwise be the responsibility of City.
Consultant/Subcontractor's responsibility for such defense and indemnity obligations shall survive the termination or
completion of this Agreement for the full period of time allowed by law.
Section 6. STATUS OF CONSULTANT.
6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall be an
independent contractor and shall not be an employee of City. City shall have the right to control
Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement
and assignment of personnel pursuant to Subparagraph 1.3; however, otherwise City shall not
have the right to control the means by which Consultant accomplishes services rendered pursuant
to this Agreement. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or
ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors
providing services under this Agreement shall not qualify for or become entitled to, and hereby
agree to waive any and all claims to, any compensation, benefit, or any incident of employment by
City, including but not limited to eligibility to enroll in the California Public Employees Retirement
System (PERS) as an employee of City and entitlement to any contribution to be paid by City for
employer contributions and/or employee contributions for PERS benefits.
6.2 Consultant No Agent. Except as City may specify in writing, Consultant shall have no authority,
express or implied, to act on behalf of City in any capacity whatsoever as an agent. Consultant
shall have no authority, express or implied, pursuant to this Agreement to bind City to any
obligation whatsoever.
Section 7. LEGAL REQUIREMENTS.
7.1 Governing Law. The laws of the State of California shall govern this Agreement.
7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with all laws
applicable to the performance of the work hereunder.
7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal
assistance from another governmental entity, Consultant and any subcontractors shall comply with
all applicable rules and regulations to which City is bound by the terms of such fiscal assistance
program.
7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its
employees, agents, and any subcontractors have all licenses, permits, qualifications, and
approvals of whatsoever nature that are legally required to practice their respective professions.
Consultant represents and warrants to City that Consultant and its employees, agents, any
subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of
this Agreement any licenses, permits, and approvals that are legally required to practice their
respective professions. In addition to the foregoing, Consultant and any subcontractors shall
obtain and maintain during the term of this Agreement valid Business Licenses from City,
7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate, on the basis of a
person's race, religion, color, national origin, age, physical or mental handicap or disability, medical
condition, marital status, sex, or sexual orientation, against any employee, applicant for
employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for
any services or programs provided by Consultant under this Agreement, Consultant shall comply
with all applicable federal, state, and local laws, policies, rules, and requirements related to equal
opportunity and nondiscrimination in employment, contracting, and the provision of any services
that are the subject of this Agreement, including but not limited to the satisfaction of any positive
obligations required of Consultant thereby.
Consultant shall include the provisions of this Subsection in any subcontract approved by the
Contract Administrator or this Agreement.
Section 8. TERMINATION AND MODIFICATION.
8.1 Termination. City may cancel this Agreement at any time and without cause upon written
notification to Consultant.
Consultant may cancel this Agreement upon 30 days' written notice to City and shall include in
such notice the reasons for cancellation,
In the event of termination, Consultant shall be entitled to compensation for services performed to
the effective date of termination; City, however, may condition payment of such compensation
upon Consultant delivering to City any or all documents, photographs, computer software, video
and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or the
City in connection with this Agreement,
8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement
beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment
to this Agreement, as provided for herein. Consultant understands and agrees that, if City grants
such an extension, City shall have no obligation to provide Consultant with compensation beyond
the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract
Administrator, City shall have no obligation to reimburse Consultant for any otherwise reimbursable
expenses incurred during the extension period.
8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties.
8.4 Assignment and Subcontracting: City and Consultant recognize and agree that this Agreement
contemplates personal performance by Consultant and is based upon a determination of
Consultant's unique personal competence, experience, and specialized personal knowledge.
Moreover, a substantial inducement to City for entering into this Agreement was and is the
professional reputation and competence of Consultant. Consultant may not assign this Agreement
or any interest therein without the prior written approval of the Contract Administrator, Consultant
shall not subcontract any portion of the performance contemplated and provided for herein, other
than to the subcontractors noted in the proposal, without prior written approval of the Contract
Administrator.
8.5 Survival, All obligations arising prior to the termination of this Agreement and all provisions of this
Agreement allocating liability between City and Consultant shall survive the termination of this
Agreement.
8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this
Agreement, City's remedies shall include, but not be limited to, the following;
8.6.1 Immediately terminate the Agreement;
8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work
product prepared by Consultant pursuant to this Agreement;
8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by
Consultant; or
8.6.4 Charge Consultant the difference between the cost to complete the work described in
Exhibit A that is unfinished at the time of breach and the amount that City would have paid
Consultant pursuant to Section 2 if Consultant had completed the work.
Section 9, KEEPING AND STATUS OF RECORDS.
9.1 Records Created as Part of Consultant's Performance. All reports, data, maps, models, charts,
studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any
other documents or materials, in electronic or any other form, that Consultant prepares or obtains
pursuant to this Agreement and that relate to the matters covered hereunder shall be the property
of the City. Consultant hereby agrees to deliver those documents to the City upon termination of
the Agreement. It is understood and agreed that the documents and other materials, including but
not limited to those described above, prepared pursuant to this Agreement are prepared
specifically for the City and are not necessarily suitable for any future or other use. City and
Consultant agree that, until final approval by City, all data, plans, specifications, reports and other
documents are confidential and will not be released to third parties without prior written consent of
both parties,
9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of
account, invoices, vouchers, canceled checks, and other records or documents evidencing or
relating to charges for services or expenditures and disbursements charged to the City under this
Agreement for a minimum of three (3) years, or for any longer period required by law, from the date
of final payment to the Consultant to this Agreement.
9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement
requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any
time during regular business hours, upon oral or written request of the City. Under California
Government Code Section 8546.7, if the amount of public funds expended under this Agreement
exceeds TEN THOUSAND DOLLARS ($10,000.00), the Agreement shall be subject to the
examination and audit of the State Auditor, at the request of City or as part of any audit of the City,
for a period of three (3) years after final payment under the Agreement.
Section 10. MISCELLANEOUS PROVISIONS.
10.1 Attorneys' Fees. If a party to this Agreement brings any action, including an action for declaratory
relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to
reasonable attorneys' fees in addition to any other relief to which that party may be entitled. The
court may set such fees in the same action or in a separate action brought for that purpose.
10.2 Venue. In the event that either party brings any action against the other under this Agreement,
the parties agree that trial of such action shall be vested exclusively in the state courts of California
in the County of Alameda or in the United States District Court for the Northern District of
California.
10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement
is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in
full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not
void or affect the validity of any other provision of this Agreement.
10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement
does not constitute a waiver of any other breach of that term or any other term of this Agreement,
10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall
apply to and bind the successors and assigns of the parties.
10.6 Use of Recycled Products. Consultant shall prepare and submit all reports, written studies and
other printed material on recycled paper to the extent it is available at equal or less cost than virgin
paper.
10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the
corporate limits of City or whose business, regardless of location, would place Consultant in a
"conflict of interest," as that term is defined in the Political Reform Act, codified at California
Government Code Section 81000 et seq.
Consultant shall not employ any City official in the work performed pursuant to this Agreement. No
officer or employee of City shall have any financial interest in this Agreement that would violate
California Government Code Sections 1090 et seq.
Consultant hereby warrants that it is not now, nor has it been in the previous twelve (12) months,
an employee, agent, appointee, or official of the City. If Consultant was an employee, agent,
appointee, or official of the City in the previous twelve months, Consultant warrants that it did not
participate in any manner in the forming of this Agreement. Consultant understands that, if this
Agreement is made in violation of Government Code §1090 et.seq., the entire Agreement is void
and Consultant will not be entitled to any compensation for services performed pursuant to this
Agreement, including reimbursement of expenses, and Consultant will be required to reimburse the
City for any sums paid to the Consultant. Consultant understands that, in addition to the foregoing,
it may be subject to criminal prosecution for a violation of Government Code § 1090 and, if
applicable, will be disqualified from holding public office in the State of California.
Principals and those performing work for City of Dublin may be required to submit a California Fair
Political Practices Commission (FPPC) Form 700: Statement of Economic Interests documenting
potential financial conflicts of interest. For additional information, proposers should refer to the
FPPC website at http;l/www,fppc.ca,.qov/Form700,html.
10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus group, or interview
related to this Agreement, either orally or through any written materials.
10.9 Contract Administration, This Agreement shall be administered by the City Manager ("Contract
Administrator"). All correspondence shall be directed to or through the Contract Administrator or
his or her designee.
10.10 Notices, Any written notice to Consultant shall be sent to:
Jerry Haag
2029 University Avenue
Berkeley, CA 94704
Any written notice to City shall be sent to:
The City of Dublin
Jeff Baker, Assistant Community Development Director
100 Civic Plaza
Dublin, CA 94568
10.11 Integration. This Agreement, including Exhibit A represents the entire and integrated agreement
between City and Consultant and supersedes all prior negotiations, representations, or
agreements, either written or oral.
IN WITNESS HEREOF, the parties have caused their authorized representatives to execute this
Agreement on the 1 st day of July, 2016.
CITY OF DUBLIN
�Ilstopher L. Foss, City Ma ager
Attest:
— JAIv L- U
Caroline Soto, City Clerk
Approved as to Form:
John- ak er, City Attorney
CONSULTANT
Jere ag, Principal
EXHIBIT A
SCOPE OF SERVICES
Environmental Analysis and Documentation
Provide a full range of environmental analysis and documentation services which includes, but is not limited to the
following:
• Implement the California Environmental Quality Act (CEQA) and preparing a variety of different
environmental documents, including but not limited to Initial Studies, Negative Declarations, Mitigated
Negative Declarations, Addendums, Supplement Environmental Impact Reports, Environmental Impacts
Reports, and Mitigation and Monitoring Programs.
• Prepare clear, concise, legally defensible environmental analysis and documentation in accordance with
State CEQA Guidelines and the City of Dublin CEQA Guidelines.
• Provide a full range of technical studies, as appropriate based on the project, to complete an environmental
impact analysis in accordance with CEQA,
• Prepare CEQA documents that meet the legal requirements, are reader -friendly and allow the City to easily
implement the document.
• Provide on -call services in a variety of technical areas related to natural resources in order to assist staff
with project implementation, mitigation monitoring, and project review,
• Attend coordination meetings, as necessary, with staff and the applicant in the office and on the project site.