Loading...
HomeMy WebLinkAboutReso 55-19 Approving Consulting Services Agreement with DAC RESOLUTION NO. 55 — 19 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN * * * * ** * * *** APPROVING A CONSULTING SERVICES AGREEMENT WITH DISABILITY ACCESS CONSULTANTS FOR AMERICANS WITH DISABILITIES ACT (ADA) TRANSITION PLAN SERVICES WHEREAS, Staff prepared and initiated a Request for Proposals (RFP) for Americans with Disabilities (ADA) Transition Plan services; and WHEREAS, Staff reviewed and selected the most qualified firm; and WHERAS, City wishes to enter into an agreement with Disability Access Consultants for a term to end on June 30, 2020. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin does hereby approve a Consulting Services Agreement with Disability Access Consultants, as attached hereto as Exhibit A to this Resolution. BE IT FURTHER RESOLVED that the City Manager is authorized to execute the Agreement, attached hereto, and make any necessary, non-substantive changes to carry out the intent of this Resolution. PASSED, APPROVED AND ADOPTED this 4th day of June 2019, by the following vote: AYES: Councilmembers Goel, Hernandez, Josey, Kumagai, and Mayor Haubert NOES: ABSENT: ABSTAIN: ii4.9(f letir 1 -yor ATTEST:d/vt, Z. P' City Clerk Reso 55-19, Adopted 6/4/2019, Item 4.3 Page 1 of 1 Consulting Services Agreement between City of Dublin and 5/1/2019 Disability Access Consultants for ADA Transition Plan Services Page 1 of 14 CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND DISABILITY ACCESS CONSULTANTS FOR ADA TRANSITION PLAN SERVICES THIS AGREEMENT for consulting services is made by and between the City of Dublin (“City”) and Disability Access Consultants (“Consultant”) (together sometimes referred to as the “Parties”) as of June 4, 2019 (the “Effective Date”). 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 Effective Date and shall end on June 30, 2020, the date of completion specified in Exhibit A, and Consultant shall complete the work described in Exhibit A on or before 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 referenced 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 Consultant and the City Manager, provided that: a) sufficient funds have been appropriated for such purchase, b) the price charged by the Consultant for the provision of the serves 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. 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. 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 Subsection 1.2 above and to satisfy Consultant’s obligations hereunder. Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed TWO HUNDRED THIRTY THOUSAND DOLLARS ($230,000), 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, attac hed as Consulting Services Agreement between City of Dublin and 5/1/2019 Disability Access Consultants for ADA Transition Plan Services Page 2 of 14 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 in writing, 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. Cons equently, 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 emplo yees, 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 Agreement 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 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; ▪ 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 Agreement o Hours must be logged in increments of tenths of an hour or quarter hour o If this Agreement covers multiple projects, all hours must also be logged by project assignment o A brief description of the work, and each reimbursable expense ▪ The total number of hours of work performed under the Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing services hereunder; ▪ The Consultant’s signature; ▪ Consultant shall give separate notice to the City when the total number of hours worked by Consultant and any individual employee, agent, or subcontractor of Consultant reaches or exceeds 800 hours within a 12 -month period under this Consulting Services Agreement between City of Dublin and 5/1/2019 Disability Access Consultants for ADA Transition Plan Services Page 3 of 14 Agreement and any other agreement between Consultant and City. Such notice shall include an estimate of the time necessary to complete work described in Exhibit A and the estimate of time necessary to complete work under any other agreement between Consultant and City, if applicable. 2.2 Monthly Payment. City shall make monthly payments, based on invoices received, for services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have 30 days from the receipt of an invoice that complies with all of the requirements above to pay Consultant. 2.3 Final Payment. City shall pay the last 10% of the total sum due pursuant to this Agreement within 60 days after completion of the services and submittal to City of a final invoice, if all services required have been satisfactorily performed. 2.4 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. City shal l make no payment for any extra, further, or additional service pursuant to this Agreement. In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. 2.5 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the amounts shown on the compensation schedule attached hereto as Exhibit B. 2.6 Reimbursable Expenses. Reimbursable expenses are specified in Exhibit B. Expenses not listed in Exhibit B are not chargeable to City. Reimbursable expenses are included in the total amount of compensation provided under this Agreement that shall not be exceeded. 2.7 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. 2.8 Payment upon Termination. In the event that the City or Consultant terminates this Agreement pursuant to Section 8, the City shall compensate the Consultant for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets to verify costs incurred to that date. 2.9 Authorization to Perform Services. The Consultant is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator. Consulting Services Agreement between City of Dublin and 5/1/2019 Disability Access Consultants for ADA Transition Plan Services Page 4 of 14 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 fully executing this Agreement, Consultant, at its own cost and expense, unless otherwise specified below, shall procure the types and amounts of insurance listed below 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. Consistent with the following provisions, 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, and that such insurance is in effect prior to beginning work. 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 or proposal. 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 to City that such insurance is in effect. VERIFICATION OF THE REQUIRED INSURANCE SHALL BE SUBMITTED AND MADE PART OF THIS AGREEMENT PRIOR TO EXECUTION. Consultant shall maintain all required insurance listed herein for the duration of this Agreement. 4.1 Workers’ Compensation. 4.1.1 General Requirements. 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 $1,000,000 per accident. In the alternative, Consultant may rely on a self-insurance program to meet these 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 California Labor Code shall be solely in the discretion of the Contract Administrator. The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the entity for all work performed by the Consultant, its employees, agents, and subcontractors. 4.1.2 Submittal Requirements. To comply with Subsection 4.1, Consultant shall submit the following: Consulting Services Agreement between City of Dublin and 5/1/2019 Disability Access Consultants for ADA Transition Plan Services Page 5 of 14 a. Certificate of Liability Insurance in the amounts specified in the section; and b. Waiver of Subrogation Endorsement as required by the section. 4.2 Commercial General and Automobile Liability Insurance. 4.2.1 General Requirements. Consultant, at its own cost and expense, shall maintain commercial general liability insurance for the term of this Agreement in an amount not less than $1,000,000 and automobile liability insurance for the term of this Agreement in an amount not less than $1,000,000 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 th is 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 (most recent edition) covering comprehensive General Liability on an “occurrence” basis. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001, Code 1 (any auto). No endorsement shall be attached limiting the coverage. 4.2.3 Additional Requirements. Each of the following shall be included in the insurance coverage or added as a certified endorsement to the policy: a. The Insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis. b. City, its officers, officials, employees, and volunteers are to be covered as additional insureds as respects: liability arising out of work or operations performed by or on behalf of the Consultant; or automobiles owned, leased, hired, or borrowed by the Consultant. c. Consultant hereby agrees to waive subrogation which any insurer or contractor may require from vendor by virtue of the payment of any loss. Consultant agrees to obtain any endorsements that may be necessary to effect this waiver of subrogation. Consulting Services Agreement between City of Dublin and 5/1/2019 Disability Access Consultants for ADA Transition Plan Services Page 6 of 14 d. For any claims related to this Agreement or the work hereunder, the Consultant’s insurance coverage shall be primary insurance as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Consultant’s insurance and shall not contribute with it. 4.2.4 Submittal Requirements. To comply with Subsection 4.2, Consultant shall submit the following: a. Certificate of Liability Insurance in the amounts specified in the section; b. Additional Insured Endorsement as required by the section; c. Waiver of Subrogation Endorsement as required by the section; and d. Primary Insurance Endorsement as required by the section. 4.3 Professional Liability Insurance. 4.3.1 General Requirements. 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 $2,000,000 covering the licensed professionals’ errors and omissions. Any deductible or self-insured retention shall not exceed $150,000 per claim. 4.3.2 Claims-Made Limitations. The following provisions shall apply if the professional liability coverage is 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 5 years after completion of the Agreement or the work, so long as commercially available at reasonable rates. c. If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the date of this Agreement, Consultant shall purchase an extended period coverage for a minimum of 5 years after completion of work under this Agreement. d. A copy of the claim reporting requirements must be submitted to the City for review prior to the commencement of any work under this Agreement. Consulting Services Agreement between City of Dublin and 5/1/2019 Disability Access Consultants for ADA Transition Plan Services Page 7 of 14 4.3.3 Additional Requirements. A certified endorsement to include contractual liability shall be included in the policy. 4.3.4 Submittal Requirements. To comply with Subsection 4.3, Consultant shall submit the Certificate of Liability Insurance in the amounts specified in the section. 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 complete copies of all Certificates of Liability Insurance delivered to Consultant by the insurer, including complete copies of all endorsements attached to the policies. All copies of Certificates of Liability Insurance and certified endorsements shall show the signature of a person authorized by that insurer to bind coverage on its behalf. If the City does not receive the required insurance documents prior to the Consultant beginning work, it shall not waive the Consultant’s obligation to provide them. The City reserves the right to require complete copies of all required insurance policies at any time. 4.4.3 Deductibles and Self-Insured Retentions. Consultant shall disclose to and obtain the written approval of City for the self-insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. At the option of the City, either: the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, employees, and volunteers; or the Consultant shall provide a financial guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claim administration and defense expenses. 4.4.4 Wasting Policies. No policy required by this Section 4 shall include a “wasting” policy limit (i.e. limit that is eroded by the cost of defense). 4.4.5 Endorsement Requirements. Each insurance policy required by Section 4 shall be endorsed to state that coverage shall not be canceled by either party, except after 30 days’ prior written notice has been provided to the City. 4.4.6 Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 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 Consulting Services Agreement between City of Dublin and 5/1/2019 Disability Access Consultants for ADA Transition Plan Services Page 8 of 14 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. Refer to the attached Exhibit C, which is incorporated herein and made a part of this Agreement . 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 Subsection 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 Not an 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 and regulations applicable to the performance of the work hereunder, including but not limited to, the California Building Code, the Americans with Disabilities Act, and any copyright, patent or trademark law. Consultant’s failure to comply with any law(s) or regulation(s) applicable to the performance of the work hereunder shall constitute a breach of contract. Consulting Services Agreement between City of Dublin and 5/1/2019 Disability Access Consultants for ADA Transition Plan Services Page 9 of 14 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, sex, gender, religion (including religious dress and grooming practices), national origin, ancestry, physical or mental disability, medical condition (including cancer and genetic characteristics), marital status, age, sexual orientation, color, creed, pregnancy, genetic information, gender identity or expression, political affiliation or belief, military/veteran status, or any other classification protected by applicable local, state, or federal laws (each a “Protected Characteristic”), 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 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 Consulting Services Agreement between City of Dublin and 5/1/2019 Disability Access Consultants for ADA Transition Plan Services Page 10 of 14 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 sub contractors 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 are not limited to, the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans, specifications, drawings, reports, design doc uments, 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 Consulting Services Agreement between City of Dublin and 5/1/2019 Disability Access Consultants for ADA Transition Plan Services Page 11 of 14 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 Consultan t 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 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 Subsection 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 $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 3 years after final paymen t 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 an y provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. Consulting Services Agreement between City of Dublin and 5/1/2019 Disability Access Consultants for ADA Transition Plan Services Page 12 of 14 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 Section 1090 et seq. Consultant hereby warrants that it is not now, nor has it been in the previous 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 12 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 California Government Code Section 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 California Government Code Section 1090 et seq., and, if applicable, will be disqualified from holding public office in the State of California. At City’s sole discretion, Consultant may be required to file with the City a Form 700 to identify and document Consultant’s economic interests, as defined and regulated by the California Fair Political Practices Commission. If Consultant is required to file a Form 700, Consultant is hereby advised to contact the Dublin City Clerk for the Form 700 and directions on how to prepare it. 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 Contra ct Administrator or his or her designee. 10.10 Notices. Any written notice to Consultant shall be sent to: Disability Access Consultants (DAC) Barbara Thorpe, President Consulting Services Agreement between City of Dublin and 5/1/2019 Disability Access Consultants for ADA Transition Plan Services Page 13 of 14 2243 Feather River Boulevard Oroville, CA 95965 Any written notice to City shall be sent to: City of Dublin Andy Russell, Public Works Director 100 Civic Plaza Dublin, CA 94568 10.11 Integration. This Agreement, including the scope of work attached hereto and incorporated herein as Exhibits A, B, and C represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral. Exhibit A Scope of Services Exhibit B Compensation Schedule & Reimbursable Expenses Exhibit C Indemnification 10.12 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitu te one agreement. 10.13 Certification per Iran Contracting Act of 2010. In the event that this contract is for one million dollars ($1,000,000.00) or more, by Consultant’s signature below Consultant certifies that Consultant, and any parent entities, subsidiaries, successors or subunits of Consultant are not identified on a list created pursuant to subdivision (b) of Section 2203 of the California Public Contract Code as a person engaging in investment activities in Iran as described in subdivision (a) of Section 2202.5, or as a person described in subdivision (b) of Section 2202.5 of the California Public Contract Cod e, as applicable. SIGNATURES ON FOLLOWING PAGE Consulting Services Agreement between City of Dublin and 5/1/2019 Disability Access Consultants for ADA Transition Plan Services Page 14 of 14 The Parties have executed this Agreement as of the Effective Date. The persons whose signatures appear below certify that they are authorized to sign on behalf of the respective Party. CITY OF DUBLIN DISABILITY ACCESS CONSULTANTS Christopher L. Foss, City Manager Barbara Thorpe, President Attest: Consultant’s DIR Registration Number (if applicable) Caroline Soto, City Clerk Approved as to Form: City Attorney 3070368.1 Consulting Services Agreement between City of Dublin and Last revised 5/1/2019 ___ for ___ Exhibit A – Page 1 of 6 EXHIBIT A SCOPE OF SERVICES Disability Access Consultants shall perform the following tasks to complete an update to the City of Dublin’s ADA Transition Plan. TASK ONE: KICKOFF MEETING WITH CITY STAFF Complete a kickoff meeting with City staff to create a workplan for the ADA Transition Plan update process. (Within two weeks of contract award). TASK TWO: AUDIT Conduct an audit, including inventory, analysis and make recommendations on the following: review of all necessary documents and materials required to prepare for a survey of City infrastructure, including facilities; public right-of-way, and parks; review of grievance policy and procedures related to accessibility; review of City website minimum WCAG 2.0 AA; review of current Standard Plan. (To begin in July) TASK THREE: SELF-EVALUATION PROCESS ADA Self Evaluation process will be customized to City by Consultant, to include the development of forms and procedures. This will result in Consultant drafting and creating a final Self-Evaluation Report. (To be completed end of July) TASK FOUR: CONDITION ASSESSMENT Conduct a condition assessment of the City of Dublin’s facilities, sidewalks, streets and parks, in order to identify all necessary ADA upgrades required by law. (To be completed by end of August) • Consultant shall conduct inspections of all facilities, parks and rights-of-way as listed in this Exhibit, and as provided by Dublin via the City’s GIS system. Reports generated following inspections will include information regarding noncompliant findings including location, actual measurements, a photograph of the element, applicable Federal and State co de references, recommendation of a method to remove the barrier and associated costing information for barrier removal. Site inspections shall be completed under the direction of a Certified Access Specialist (CASp). • Consultant shall develop multiple styles of facility reports for each building site and park. All report styles will identify items that limit accessibility. The reports will be made available to the City through use of DACTrak Accessibility Management online software. • When available, reports will include diagrams of the facility for use in the ADA transition plan. • Consultant shall survey the City’s inventory of sidewalks, crosswalks, pathways and curb ramps in the public right-of-way for ADA compliance. • The DACTrak system will allow for multiple options for applying ratings to barrier assessment findings by impact and assign ratings based upon priority for remediation. Tools to assign and modify ratings are included in the DACTrak software and City shall receive one staff training and training guide. Reports from DACTrak can be generated and exported in Excel and will include cost estimates for all necessary and/or recommended improvements. • Final Reports will be reviewed and prepared under the direction of a Certified Access Specialist (CASp) and will be completed in accordance with the Construction-Related Accessibility Standards Compliance Act. Consulting Services Agreement between City of Dublin and Last revised 5/1/2019 ___ for ___ Exhibit A – Page 2 of 6 TASK FIVE: COMMUNITY AND PUBLIC PARTICIPATION AND OUTREACH • Community and public Participation and outreach will include any public outreach plan updates as required by law. Outreach shall include coordination of a community meeting(s), requesting feedback and involvement from advocacy groups, and encouragement of participation from the public. • Development and administering of workshops, including program materials, surveys made available in multiple formats, and conducting targeted mailings. TASK SIX: COMPREHENSIVE TRANSITION PLAN UPDATE • Consultant shall prepare a comprehensive ADA Transition Plan that will include, but not be limited to: ▪ The methodology for evaluation of barriers and prioritization of barrier remediation. ▪ A summary of costs for remediation. Using DACTrak this can be generated in many options including overall, by facility or by category, for example. ▪ A flexible implementation schedule with prioritization that can be modified as needed by the City using the DACTrak software. ▪ Prioritization recommendations for barrier removal that can be customized by the City as needed through the lifecycle of the City’s Transition Plan. ▪ Recommendations for procedures and forms for monitoring implementation by the ADA Coordinator. ▪ Recommendations for procedures and forms for performing evaluations of additional potential barriers. ▪ Recommendations for procedures and forms for filing Requests for Accommodation and tracking accommodations provided. ▪ Standard drawings or descriptions for remediation methods. • The transition plan will be contained in the DACTrak software which gives the City the options to run general summary or comprehensive reports f or each facility, which include recommendations for barrier removal and estimated costs to meet compliance requirements. In addition, the plan will be initially prioritized, based upon the ratings completed, and list next steps for addressing items which are not in compliance. Using DACTrak, the City will have tools to update the priorities as needed to implement the transition plan. FACILITIES EST. SQ FT YEAR BUILT REN DATE AMENITIES Civic Center - Admin 32,633 SF 1989 2003 Clock Tower, Paved Plaza, fountain Civic Center - Police 20,054 SF 1989 2003 Security, Fire alarm, Burglar alarm, Smoke alarm, Audible/Visual Library 38,215 SF 2001 2003 collection of over 145,700 materials Consulting Services Agreement between City of Dublin and Last revised 5/1/2019 ___ for ___ Exhibit A – Page 3 of 6 Shannon Center 19,700 SF 2007 preschool Senior Center 15,500 SF 2005 single use toilets, covered drop-off canopy Heritage Center - Schoolhouse 2,900 SF 1856 2006 theatrical & special events venue Heritage Center - Old St. Raymond's Church 1,550 SF 1859 2006 historical dwelling, use for weddings, baptisms, funerals Heritage Center - Kolb House 2,304 SF 1910 visitor room, archive room, back porch gift shop Fire Station 16 8,815 SF 1992 2009 reception area, offices, kitchen, bathroom/lockers, mezzanine storage Fire Station 17 11,540 SF 2002 reception area, offices, kitchen, bathroom/lockers, mezzanine storage Fire Station 18 8,900 SF 2003 reception area, offices, kitchen, bathroom/lockers, mezzanine storage EGRAC - The Wave 31,000 SF 2017 pools, water play area, waterslides, lockers/restrooms PSC-Admin Offices/Warehouse 40,347 SF 2012 County Fire Station Corp Yard- Offices/Warehouse 18,020 SF 2015 Warehouse & Offices, Mezzanine for storage, restrooms, meeting rooms Consulting Services Agreement between City of Dublin and Last revised 5/1/2019 ___ for ___ Exhibit A – Page 4 of 6 PARKS FACILITIES ACREAGE AMENITIES (RAMPS, ELEVATOR, ETC. YEAR BUILT DETAILS Dublin Sports Grounds 22.77 1 restroom, 1 restroom/concession, 1 play area, 2 softball, 4 little league fields, 1 90' baseball field, 1 designated soccer field, 6-8 overlay soccer fields, picnic area, 1 parking area, scattered picnic tables 1970'S 2003 play area Dublin Historic Park/Museums 7.78 2 parking areas, concrete pathways, 1 restroom, 1 open turf area, 1 picnic area, scattered picnic tables HISTORIC 2010 Major expansion of facility Emerald Glen Park 49.14 Phase I 3 little league fields, 1 soccer field, 1-2 overlay soccer fields, 1 restroom/concession, 1 destination play area including splash pad, 1 parking lot, 2 basketball courts, 4 tennis courts, 1 skate park 1999 Phase II 1 fountain/plaza, City Corporation Yard 2004 Phase III 2 bocce courts, group picnic area, 1 play area by group picnic, 1 restroom by group picnic, 2 soccer fields, 1 over lay cricket pitch, 1 parking area 2006 Fallon Sports Park Phase I 27.2 2 little league fields, 2 softball fields, 1 BMX course, 1 parking area, 4 tennis courts, 4 basketball courts, 2 restroom/concessions, 1 restroom, 2 soccer fields, 3 picnic/plaza areas 2010 Shannon Park 9.67 1 play area, 1 restroom, 1 splash pad, 1 picnic/plaza area, several single picnic tables 1989 Park furniture 2006, Play area renovation 2004, Splash Pad 2014 Consulting Services Agreement between City of Dublin and Last revised 5/1/2019 ___ for ___ Exhibit A – Page 5 of 6 Alamo Creek Park 5.26 1 restroom, 1 picnic area, 1 play area, 1 basketball court, 1 parking lot 1990 Park furniture 2006, Play equipment replacement 2007 Bray Commons 4.78 1 small dog park, 1 play area, 1 picnic area, 1 basketball court, 1 grass volleyball court, 1 restroom 2004 Devany Square 1.91 1 play area, 1 splash pad, picnic tables 2008 Dolan Park 4.85 1 basketball court, 1 play area, 1 picnic area, par course 1988 Park furniture 2006, Playground Renovation 2005 Dougherty Hills Dog Park 1.43 1 parking area, benches 2007 Kolb Park 4.86 1 play area, 1 picnic area, several scattered picnic tables, par course, 1 restroom, 2 tennis courts 1987 Playground Renovation 2003, Park furniture replacement 2006 Mape Memorial Park 2.68 1 play area, 1 restroom, 1 volleyball court 1987 Passatempo Park 5.01 1 restroom, 1 picnic area, 1 play area 2014 Piazza Sorrento 2 1 picnic area, 1 play area 2008 Positano Hills Park 4.6 2 picnic areas, 1 restroom, 1 play area, 1 basketball court, 2013 Schaefer Ranch Park 10.55 horseshoe court, 1 tennis court, 1 basketball court, 1 restroom, 1 play area, 1 picnic/plaza area 2013 Stagecoach 0.82 1 play area, scattered picnic tables 1989 Park furniture 2006, Play equipment 2008 Ted Fairfield 6.97 1 volleyball court, 1 restroom, 1 play area, 1 little league field, 1-2 soccer overlay fields 2002 Consulting Services Agreement between City of Dublin and Last revised 5/1/2019 ___ for ___ Exhibit A – Page 6 of 6 STREET INFRASTRUCTURE INVENTORY Right-of-Way Approximately 120 miles of centerline road Sidewalk Approximately 230 miles Curb Ramps Approximately 2,900 ramps Traffic Signals Approximately 100 signals DAC staff shall work with the Public Works Management Analyst, or their designee, during the duration of this project. All sitework shall be scheduled and staff shall check in and check out with City each day. Any changes to the scope of work, facilities, or the timeline shall be approved by the Public Works Management Analyst, or their designee, in writing prior to taking effect. Consulting Services Agreement between City of Dublin and Last revised 5/1/19 ___ for ___ Exhibit B – Page 1 of 1 EXHIBIT B COMPENSATION SCHEDULE & REIMBURSABLE EXPENSES Contract total not-to-exceed shall total $230,000 to include an approximate 10% contingency for any additional tasks or changes to scope, as approved by the Public Works Management Analyst, or their designee. Rates will remain in effect through June 30, 2020. Please note, reimbursable expenses are built into rates as identified above. Invoices shall be submitted electronically to: pwinvoices@dublin.ca.gov no more than once monthly and as work is completed. Consulting Services Agreement between City of Dublin and Last revised 5/1/19 ___ for ___ Exhibit C – Page 1 of 1 EXHIBIT C INDEMNIFICATION Consultant shall indemnify, defend with counsel acceptable to City, and hold harmless City and its officers, elected officials, employees, agents and volunteers from and against any and a ll liability, loss, damage, claims, expenses, and costs (including without limitation, attorney’s fees and costs and fees of litigation) (collectively, “Liability”) of every nature arising out of or in connection with Consultant’s performance of the services called for or its failure to comply with any of its obligatio ns contained in this Agreement, except such Liability caused by the sole negligence or willful misconduct of City. Notwithstanding the forgoing, to the extent this Agreement is a “constructio n contract” as defined by California Civil Code Section 2782, as may be amended from time to time, such duties of Consultant to indemnify shall not apply when to do so would be prohibited by California Civil Code Section 2782. The Consultant’s obligation to defend and indemnify shall not be excused because of the Cons ultant’s inability to evaluate Liability or because the Consultant evaluates Liability and determines that the Consultant is not liable to the claimant. The Consultant must respond within 30 days to the tender of any claim for defense and indemnity by the City. If the Consultant fails to accept or reject a tender of defense and indemnity within 30 days, in addition to any other remedy authorized by law, so much of the money due the Consultant under and by virtue of this Agreement as shall reasonably be co nsidered necessary by the City, may be retained by the City until disposition has been made of the claim or suit for damages, or until the Consultant accepts or rejects the tender of defense, whichever occurs first. Consulting Services Agreement between City of Dublin and Last revised 5/1/19 ___ for ___ Exhibit D – Page 1 of 1 EXHIBIT D CONFLICT OF INTEREST Consultant confirms the ability to meet the City of Dublin’s Conflict of Interest requirements as specified in the City’s RFP. Disability Access Consultants (DAC) is not aware of any recent, current or anticipated contractual obligations which will pose a potential conflict of interest with the work on this project. DAC agrees that, for the term of this agreement, no member, officer or employee of the City of Dublin, or a public body within Alameda County or member of delegate to the Congress of the United States, during his/her tenure of for one year thereafter, shall have any direct interest in the contacts or any direct or material benefit arising therefrom.