HomeMy WebLinkAboutItem 4.10 EmeraldGlenPkPhIII
CITY CLERK
File # D[G;][Q][(i]-raJrQL
AGENDA STATEMENT
CITY COUNCIL MEETING DATE: March 15,2005
SUBJECT:
Emerald Glen Park Phase III - Consultant Services for Construction
Management
Report Prepared by Rosemary Alex, Park< and Facilities
Development Coordinator
ATTACHMENTS: vi
RECOMMENDATION-
FINANCIAL STATEM~;:
1) Consultant Services Agreement
I) Approve and authorize Mayor to execute Agreement
The proposed fee for services under the Agreement is $99,952.
Sufficient funds arc available in the project budget.
DESCRIPTION: In January 2005, Staff solicited a Request for Proposal from twelve
construction management fi1111S. At the conclusion of the proposal time, the City had received proposals
¡¡-om CMG8, RGM and Associates, Don Todd Associates, Inc. and the Zahn Group. Upon review of the
proposals, Staff interviewed the candidates that provided the qualifications most suited to oversee the
construction of Emerald Glen Park. As a result, Don Todd Associates had demonstrated in their proposal
and interview the experience necessary for the project.
The scope of work for professional services include attend an project meetings, coordinate the work of
general contractor, maintain an project documents, and review submittals, change orders and requests for
inf01111ation. The proposed costs are estimates based on the personnel and number of hours per task. The
not-to-cxceed amount for the services is $99,952. The complete detail of the professional services is
Exhibit A to the attached Consultant Services Agreement (Attachment I).
RECOMMENDATION:
Consultant Services Agreement
agreement (Attachment I).
It is the recommendation of Staff that the City Council approve the
in the final f01111 attached and authorize the Mayor to execute the
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COPIES TO: Don Todd Associates
ITEM NO.
4.10
G:\COUNCILlAgenda Slatemcnts\2005\3-15 Emelald Gle" III CM.doc
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IVD
CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF DUBLIN AND
DON TODD ASSOCIATES, INCORPORATED
THIS AGREEMENT for consulting services is made by and between the City of Dublin ("City") and
Don Todd Associates, Incorporated ("Consultant") as of March 15, 2005.
Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant
shall provide to City the services desert bed 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 shali begin on the date first noted above
and shall end on January 1, 2006, the date of completion specified in Exhibit A. and
Consultant shali 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 periorm ali services required pursuant to this
Agreement in the manner and according to the standards observed by a competent
practitioner of the profession in which Consultant is engaged in the geographical area in
which Consultant practices its profession. Consultant shall prepare all work products
required by this Agreement in a substantial, first-class manner and shali conform to the
standards of quality normally observed by a person practicing in Consultant's profession.
1.3 AssiQnment 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 periormance
provided in Section 1.1 above and to satisfy Consultant's obligations hereunder.
Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed ninety-nine
thousand nine hundred and fifty-two doliars ($99.952), notwithstanding any contrary indications that may be
contained in Consultant's proposal, for services to be performed and reimbursable costs incurred under this
Agreement. In the event of a conflict between this Agreement and Consultant's proposal, attached as
Exhibit A, regarding the amount of compensation, the Agreement shall prevail. City shall pay Consultant
for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The
payments specified below shali be the only payments from City to Consultant for services rendered
pursuant to this Agreement. Consultant shali submit ali invoices to City in the manner specified herein.
Consulting Services Agreement between
City of Dublin and Don Todd Associates, Incorporated
March 15, 2005
Page 1 of 13
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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:
· Sertal 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 ortginal contract amount, the amount of prior
billings, the total due this period, the balance available under the Agreement, and
the percentage of completion;
· At City's option, for each work item in each task, a copy of the applicable time
entries or time sheets shall be submitted showing the name of the person doing
the work, the hours spent by each person, a brief descrtption of the work, and
each reimbursable expense;
· The total number of hours of work performed under the Agreement by Consultant
and each employee, agent, and subcontractor of Consultant performing services
hereunder, as well as a separate notice when the total number of hours of work by
Consultant and any individual employee, agent, or subcontractor of Consultant
reaches or exceeds 800 hours, which shall include an estimate of the time
necessary to complete the work described in Exhibit A;
· The Consultant's signature.
2.2 Monthlv Pavment. City shall make monthly payments, based on invoices received, for
services satisfactorily performed, and for authorized reimbursable costs incurred. City
shall have 30 days from the receipt of an invoice that complies with all of the requirements
above to pay Consultant.
2.3 Final Payment. City shall pay the last 10% of the total sum due pursuant to this
Agreement within sixty (60) days after completion of the services and submittal to City of a
final invoice, if all services required have been satisfactortly performed.
2.4 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to
this Agreement. City shall not pay any additional sum for any expense or cost whatsoever
incurred by Consultant in rendering services pursuant to this Agreement. City shall make
no payment for any extra, further, or additional service pursuant to this Agreement.
Consulting Services Agreement between
City of Dublin and Don Todd Associates, Incorporated
March 15, 2005
Page 2 of 13
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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 prtor to the submission of such an invoice by a properly
executed change order or amendment. For change orders, the City Manager is authorized
to approve an unlimited number of dollar changes to the contract price so long as the net
affect of all change orders do not exceed $25,000.
2.5 Hourlv Fees. Fees for work performed by Consultant on an hourly basis shall not exceed
the amounts shown on the following fee schedule:
2.6 Reimbursable Expenses. Reimbursable expenses are 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 satisfactortly completed as
of the date of written notice of termination. Consultant shall maintain adequate logs and
timesheets in order to verify costs incurred to that date.
2.9 Authorization to Perform Services. The Consultant is not authorized to perform any
services or incur any costs whatsoever under the terms of this Agreement until receipt of
authorization from the Contract Administrator.
Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein. Consultant shall, at its sole
cost and expense, provide all facilities and equipment that may be necessary to perform the services
required by this Agreement. City shall make available to Consultant only the facilities and equipment listed
in this section, and only under the terms and conditions set forth herein.
City shall fumish 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 fumishing those facilities shall
be in the sole discretion of City. In no event shall City be obligated to furnish any facility that may involve
incurring any direct expense. including but not limited to computer, long-distance telephone or other
communication charges, vehicles, and reproduction facilities.
Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement,
Consultant, at its own cost and expense, shall procure 'occurrence coverage" insurance against claims for
injuries to persons or damages to property that may arise from or in connection with the performance of the
work hereunder by the Consultant and its agents, representatives, employees, and subcontractors.
Consultant shall provide proof satisfactory to City of such insurance that meets the requirements of this
section and under forms of insurance satisfactory in all respects to the City. Consultant shall maintain the
Consulting Services Agreement between
City of Dublin and Don Todd Associates, Incorporated
March 15, 2005
Page 3 of 13
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insurance policies required by this section throughout the term of this Agreement. The cost of such
insurance shall be included in the Consuitant's bid. Consultant shaii 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 Vertfication of the required insurance shaii be
submitted and made part of this Agreement prior to execution.
4.1 Workers' ComDensation. Consultant shaii, 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 shaii 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 fuiiy 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 aii rights of subrogation against the City and its officers, officials, employees, and
volunteers for loss arising from work performed under this Agreement.
An endorsement shaii state that coverage shaii not be canceled except after thirty (30)
days' prior wrttten 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 Liabilitv Insurance.
4.2.1 General reauirements. 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 separateiy 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 shaii 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 coveraae. Commercial general coverage shaii be at least as
broad as insurance Services Office Commercial General Liability occurrence form
CG 0001 (ed. 11/88) or Insurance Services Office form number GL 0002 (ed. 1173)
covering comprehensive General Liability and Insurance Services Office form
number GL 0404 covertng Broad Form Comprehensive General Liability.
Consulting Services Agreement between
City of Dublin and Don Todd Associates, Incorporated
March 15,2005
Page 4 of 13
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Automobile coverage shall be at least as broad as Insurance Services Office
Automobile Liability form CA 0001 (ed. 12/90) Code 8 and 9 ("any auto"). No
endorsement shall be attached limiting the coverage.
4.2.3 Additional requirements. Each of the following shall be included in the
insurance coverage or added as an endorsement to the policy:
a. City and its officers, employees, agents, and volunteers shall be covered
as additional insureds with respect to each of the following: liability arising
out of activities performed by or on behalf of Consultant, including the
insured's general supervision of Consultant; products and completed
operations of Consultant; premises owned, occupied, or used by
Consultant; and automobiles owned, leased, or used by the Consultant.
The coverage shall contain no speciaJlimitations on the scope of
protection afforded to City or its officers, employees, agents, or
volunteers.
b. The insurance shall cover on an occurrence or an accident basis, and not
on a claims-made basis.
c. An endorsement must state that coverage is primary insurance with
respect to the City and its officers, officials, employees and volunteers,
and that no insurance or self-insurance maintained by the City shall be
called upon to contribute to a loss under the coverage.
d. Any failure of CONSULTANT to comply with reporting provisions of the
policy shall not affect coverage provided to CITY and its officers,
employees, agents, and volunteers.
e. An endorsement shall state that coverage shall not be canceled except
after thirty (30) days' prior written notice by certified mail, return receipt
requested, has been given to the City. Consultant shall notify City within
14 days of notification from Consultant's insurer if such coverage is
suspended, voided or reduced in coverage or in limits.
4.3 Professional Liability Insurance. Consultant, at its own cost and expense, shall
maintain for the penod covered by this Agreement professional liability insurance for
licensed professionals performing work pursuant to this Agreement in an amount not Jess
than ONE MilLION DOLLARS ($1,000,000) covenng the licensed professionals' errors
and omissions.
4.3.1 Any deductible or self-insured retention shall not exceed $150,000 per claim.
4.3.2 An endorsement shall state that coverage shall not be suspended, voided,
canceled by either party, reduced in coverage or in limits, except after thirty (30)
Consulting Services Agreement between
City of Dublin and Don Todd Associates, Incorporated
March 15, 2005
Page 5 of 13
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days' prior written notice by certified mail, return receipt requested, has been given
to the City.
4.3.3 The policy must contain a cross liability or severability of interest clause.
4.3.4 The following provisions shall apply if the professional liability coverages are
written on a claims-made form:
a. The retroactive date of the policy must be shown and must be before the
date of the Agreement.
b. Insurance must be maintained and evidence of insurance must be
provided for at least five years after completion of the Agreement or the
work, so long as commercially available at reasonable rates.
c. If coverage is canceled or not renewed and it is not replaced with another
claims-made policy form with a retroactive date that precedes the date of
this Agreement, Consultant must provide extended reporting coverage for
a minimum of five years after completion of the Agreement or the work.
The City shall have the right to exercise, at the Consultant's sole cost and
expense, any extended reporting provisions of the policy, if the Consultant
cancels or does not renew the coverage.
d. A copy of the claim reporting requirements must be submitted to the City
prior to the commencement of any work under this Agreement.
4.4 All Policies Reauirements.
4.4.1 AcceDtabilitv 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 coveratle. 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 authonzed
by that insurer to bind coverage on its behalf, The City reserves the right to
require complete, certified copies of all required insurance policies, at any time.
4.4.3 Subcontractors. Consultant shall include all subcontractors as insureds under its
policies or shall furnish separate certificates and endorsements for each
subcontractor. All coverages for subcontractors shall be subject to all of the
requirements stated herein.
4.4.4 Variation. The City may approve a vanation in the foregoing insurance
requirements, upon a determination that the coverages, scope, limits, and forms of
Consulting Services Agreement between
City of Dublin and Don Todd Associates, Incorporated
March 15,2005
Page 6 of 13
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such insurance are either not commercially available, or that the City's interests
are otherwise fully protected.
4.4.5 Deductibles and Self·lnsured Retentions. Consultant shall disclose to and
obtain the approval of City for the self-insured retentions and deductibles before
beginning any of the services or work called for by any term of this Agreement.
During the period covered by this Agreement. only upon the prior express written
authonzation of Contract Administrator, Consultant may increase such deductibles
or self-insured retentions with respect to City, its officers, employees, agents, and
volunteers. The Contract Administrator may condition approval of an increase in
deductible or self-insured retention levels with a requirement that Consultant
procure a bond, guaranteeing payment of losses and related investigations, claim
administration, and defense expenses that is satisfactory in all respects to each of
them.
4.4.6 Notice of Reduction in Coveraae. 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 compiiance with the requirements hereof; and/or
. Terminate this Agreement.
Section 5, INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. Consultant shall
indemnify, defend with counsel selected by the City, and hold harmless the City and its officials, officers,
employees, agents, and volunteers from and against any and all losses, liability, claims, suits, actions,
damages, and causes of action arising out of any personal injury, bodily injury, loss of life, or damage to
property, or any violation of any federal, state, or municipal law or ordinance, to the extent caused, in whole
or in part, by the willful misconduct or negligent acts or omissions of Consultant or its employees,
subcontractors, or agents, by acts for which they could be held strictly liable, or by the quality or character
Consulting Services Agreement between
City of Dublin and Don Todd Associates, Incorporated
March 15, 2005
Page 7 of 13
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of their work. The foregoing obligation of Consultant shall not apply when (1) the injury, loss of life, damage
to property, or violation of law arises wholly from the negligence or willful misconduct of the City or its
officers, employees, agents, or volunteers and (2) the actions of Consultant or its employees,
subcontractor, or agents have contributed in no part to the injury, loss of life, damage to property, or
violation of law. It is understood that the duty of Consultant to indemnify and hold harmiess includes the
duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by City of insurance
certificates and endorsements required under this Agreement does not relieve Consultant from liability
under this indemnification and hold harmless clause. This indemnification and hold harmless clause shail
apply to any damages or claims for damages whether or not such insurance policies shall have been
determined to apply. By execution of this Agreement, Consultant acknowledges and agrees to the
provisions of this Section and that it is a material element of consideration.
In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services
under this Agreement is determined by a court of competent jurisdiction or the California Public Employees
Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Consultant shall
indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions
for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the
payment of any penalties and interest on such contributions, which would otherwise be the responsibility of
City.
Section 6.
6.1
6.2
Section 7.
7.1
STATUS OF CONSULTANT.
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 contnbution to be paid by City for
empioyer contributions and/or employee contributions for PERS benefits.
Consultant No Aaent. 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 authonty, express or implied, pursuant to this Agreement
to bind City to any obligation whatsoever.
LEGAL REQUIREMENTS.
GoverninQ Law. The laws of the State of California shall govern this Agreement.
March 15,2005
Page 8 of 13
Consulting Services Agreement between
City of Dublin and Don Todd Associates, Incorporated
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7.2 Comollance with AODlicable Laws. Consultant and any subcontractors shall comply with
all laws applicable to the performance of the work hereunder.
7.3 other Governmental Reaulations. 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 Oooortunitv. 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, iAcluding 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.
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
Consulting Services Agreement between
City of Dublin and Don Todd Associates, Incorporated
March 15, 2005
Page 9 of 13
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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 Assianment and Subcontractina. 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 wntten 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 bv Consultant. If Consultant matenally 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
Consulting Services Agreement between
City of Dublin and Don Todd Associates, Incorporated
March 15, 2005
Page 10 of 13
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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 necessanly 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 Attornevs' 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 tnal of such action shall be vested exclusively in the
state courts of California in the County of Alamedaor in the United States Distnct Court for
the Northern District of California.
10.3 Severabilitv. 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.
Consulting Services Agreement between
City of Dublin and Don Todd Associates, Incorporated
March 15, 2005
Page 11 of 13
t2Jb'w
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 Assians. 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 Govemment 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 Califomia Government Code Sections 1090 at saq.
Consultant hereby warrants that it is not now, nor has it been in the previous twelve (12)
months, an employee, agent, appointee, or official of the City. If Consultant was an
employee, agent, appointee, or official of the City in the previous twelve months,
Consultant warrants that it did not participate in any manner in the forming of this
Agreement. Consultant understands that, if this Agreement is made in violation of
Government Code §1090 et.seq., the entire Agreement is void and Consultant will not be
entitled to any compensation for services performed pursuant to this Agreement, including
reimbursement of expenses, and Consultant will be required to reimburse the City for any
sums paid to the Consultant. Consultant understands that, in addition to the foregoing, it
may be subject to criminal prosecution for a violation of Government Code § 1090 and, if
applicable, will be disqualified from holding public office in the State of California.
10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus group, or
interview related to this Agreement, either orally or through any written matertals.
10.9 Contract Administration. This Agreement shall be administered by the Parks and Facility
Development Coordinator ("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:
Don Todd Associates, Inc.
A TTN: Roosevelt Hattin, P.E.
1000 Broadway, Suite 360
Oakland, CA 94607
Consulting Services Agreement between
City of Dublin and Don Todd Associates, Incorporated
March 15, 2005
Page 12 of 13
\=3avv
Any written notice to City shall be sent to:
City of Dublin, Parks and Community Services
A TTN: Rosemary Alex
100 Civic Plaza
Dublin, CA 94568
10.11 Professional Seal. Where applicable in the determination of the contract administrator,
the first page of a technical report, first page of design specifications, and each page of
construction drawings shall be stamped/sealed and signed by the licensed professional
responsible for the report/design preparation. The stamp/seal shall be in a block entitled
"Seal and Signature of Registered Professional with report/design responsibility," as in the
following example.
Seal and Signature of Registered Professional with
report/design responsibility.
10.12 Intearation. This Agreement, including the scope of work attached hereto and
incorporated herein as Exhibit A. represents the entire and integrated agreement between
City and Consultant and supersedes all prior negotiations, representations, or agreements,
either written or oral.
CITY OF CONSULTANT
Janet Lockhart, Mayor
Roosevelt Hattin, P.E.
Attest:
Kay Keck, City Clerk
Approved as to Form:
Elizabeth H. Silver, City Attorney
Consulting Services Agreement between
City of Dublin and Don Todd Associates, incorporated
March 15,2005
Page 13 of 13
1'-f~W
EXHIBIT A
SCOPE OF SERVICES
DTA will provide Construction Management Services to the City of Dublin throughout all phases of
construction of the Emerald Glen Park Phase III. Our approach is based on construction management
principles we have successfully used on Emerald Glen for infrastructure improvements for the Alameda
County Surplus Property Authortty. We will not attempt to come in and take over the program from the City;
rather our objective will be to act as an extension of and augmentation to the City's Project Manager and
other staff. Our tasks for Emerald Glen Park Phase III will be:
A. Pre-Construction Phase Services:
· Assist the City in setting up chart of accounts for City's cost accounting. The project
accounting and cost reporting system will provide job budgets, contract commitments, change
orders, and previous, current and to date billings, including any retention withheld.
· Conduct project pre-construction meeting.
B. Construction Phase Services:
· Conduct daily visits to the construction site. Record and report field conditions, observations,
and progress of work. Monitor construction progress based on general contractors' project
schedule, which shall be updated as needed by general contractor. Oversee the general
contractor and subcontractors' scope of work.
· Observe construction in place and report any deviations that do not comply with the
construction documents. Review construction progress with the contractor, observe completed
work and confirm that on site materials are properly stored, and evaluate the percentage
complete of each construction activity as indicated in the construction schedule. Coordinate
inspections at the approprtate time and assist with providing any information to the City
Departments as required. Coordinate with the City's Inspectors performing code compliance
and permit sign off inspections, and coordinate and manage the City's consultants for special
inspections and testing (i.e. concrete, steel, anchors, soils compaction, etc.), keeping logs and
reports of all work.
· Conduct weekly job-site progress coordination meetings with the City's representatives, design
consultant, contractors, and other parties, Prepare agendas and project meeting minutes.
Work closely with City Project Manager, City staff, design consultant, general contractor and
subcontractors. Review and furnish recommendations with respect to contract
correspondence and directives to be issued to secure the interests of the City.
· Coordinate efforts with design consultant, contractors, and provide liaison to the City's Project
Manager. Provide weekly progress report to the City's Project Manager. The weekly progress
Consulting Services Agreement between
City of Dublin and Don Todd Associates Exhibit A
March 15, 2005
Page 1 of 6
51162-0
report will contain weekly updates for the project using the following organized sections:
Introduction, Site Visit Observations, Construction Coordination Meetings, Status of Change
Orders and Bids, Contractor's Invoices, and Other Issues. Bids and Change Order logs will be
attached as well as the project accounting and cost reporting system. This report will be
provided electronically to the City's Project Manager via e-mail and it can be pnnted on as
needed basis in order to reduce paper consumption.
· Provide on-site coordination to assure that the project meets the plans and specifications and
stays on schedule. Review and evaluate the contractor's baseline schedule line-by-line for its
reasonableness, conformance, comprehensiveness and attainability and make
recommendations for acceptance or changes. Dunng the weekly meetings with the contractor,
review contractor's short-term progress and "2-week look-ahead" schedules and the impacts
of changes. If needed, analyze schedule "work arounds" to bring the project back on schedule
when adversely impacted by changes and delays. Identify critical areas to confirm that parties,
flagged on the cntical path, are made aware of their responsibility to meet important schedule
dates. Continually update City of all scheduling and cost implications.
· Establish and implement procedures and develop a computerized system for logging, filing and
tracking of all project submittals, RFls, change order requests, approved change orders,
payment requests and project accounting and cost reporting system.
· Develop detailed independent Engineer's cost estimates for each change order cost proposal
for use in negotiations with the contractor. Provide quantity take-off and develop cost
estimates for the on-site and off-site infrastructure work: civil, architectural, structural,
mechanical, electrical, underground utilities, landscaping, etc. Cost estimates will be prepared,
as required, in System or CSI format.
· Review and recommend approval of contractor's monthly payment requests by verifying work
in place against the schedule of values provided by the contractor at the beginning of the
project. Coordinate and expedite functions connected with the contractor's obligation to
provide as-built documents on a monthly basis along with the pay applications.
· Coordinate and schedule training sessions for the City maintenance and operational
personnel.
· Assist in prepanng and monitoring punch list items. Review all inspection reports to assure
there are no outstanding issues of noncompliance. Coordinate all final sign-offs to venfy
correction of non-compliant items and that all contract conditions are satisfied. Make
recommendations for final acceptance and payment.
Post-Construction Phase Services:
· Develop Project Closeout procedures including verification that all certifications of equipment
installation, warranty forms, performance and maintenance bonds, operation maintenance
manuals, as-built documents, lien releases and waivers, acceptances of final payment, release
Consulting Services Agreement between
City of Dublin and Don Todd Associates Exhibit A
March 15, 2005
Page 2 of 6
1~I1b¿?D
of retention and other closeout report and documentation, are properly executed, tendered and
included in the project file. A final Project Report and all project files including completed as-
built drawings will be provided.
c. Estimated Level of Effort
The estimated level of effort by personnel for each task, and corresponding hours is detailed in the
fee proposal included in the Construction Management Services (Schedule of Rates & Fees) as follows.
Consulting Services Agreement between
City of Dublin and Don Todd Associates Exhibit A
March 15, 2005
Page 3 of 6
\1Vb2D
Don Todd Associates, Inc.
CONSTRUCTION MA.NA.GEMENT SERVICES
( SCHEDULE OF RATES & FEES)
For
Citv of Dublin
Emerald Glen Park Phase III
ClasstficatilJl1
~
Monti.. HrsIMonlh
(Av~.)
Total
~
A.monnt
Total Fee
A, Pre Construction
Project Executive
Construction Manager
$
$
180
146
I
8
1
8
$
$
180
1,168
Total ~ Labor
$
1,348
B. Construction
TotaJ - Labor
$ 180 6 1 6 $ 1,080
$ 146 6 96 576 $ 84,096
$ 130 6 8 48 $ 6,240
$ 91,416
ProJcct ~tcutive
ConstI'Uction Manage:r
Estirnat.or/Scheduler
C. Post Construction
proj ect Executive;::
COQf:troction Manager
$
$
180
146
1
48
1
48
$
$
180
7,008
T oral· Labor
$
7,IR8
n.eÎmbu'r'sable - AllDwance!:
.. Site Offic~ Rtnlal!Setup $ 2,000 Mo 0
h. Office Furnishing $ SOO Mo 0
c. Office CleanìngITrash Removal $ 400 Mo 0
d. Comp\lttrlPrÎnter/Sofuvare $ 300 Mo 0
c. Electronic Data Mgrot System S; ]50 Mo 0
f. Cclluhu: Telephooe $ 100 Mo 0
g. Office Telcphon~ - Voice $ 200 Mo 0
h. Office T~lepholle - Fax. $ 200 Mo 0
I. Office Telephone ~ Dala $ 150 Mo 0
j Copier $ lUU Mo 0
k. M.iljnglFedExlSramp;/elc. $ 200 Mo 0
1. FilmJlkvdoping $ 50 Mo 0
m. Local Travel (Oaklond) $ 160 Mo 0
$
$
$
$
$
$
$
$
$
$
$
$
$
Total- Reimbursable Co:::t (Allowance)
$
Total ~ Fee Proposal
$
99,952
!\(lt~&;
1, Fees are applicable to !>ervices up to 90 calendar days,
2. Contract t.1me is lhrOllgh January I, 2006.
3, Our hourly and daily fee are $146 and $J ,168 respectively,
Cons\.Ilting'ServicesAgreement between
City of Dublin and Don Todd Associates Exhibit A
March 15, 2005
Page 4 of 6
1'6~¿"D
II'I,l.NPOWER LO,l.PING CHART
Emer.ld Glen Park phli8f IU
2004 2005 2006
PHASEISTAFF JIJ A'sloiNiD J ! F j M ¡ A TOTAL
I I I , I , I I I i I 1111'
I I ; I
____I I , H.'. 1 Man!h-'" I'll II ¡ II
I , I , I I
! I I I , , ,
, I 11 I I III II! ¡ i !
PROJECT eXECUTlVE ,
I I ,
I , I I I ¡
i , I ~
, , II II I II ' I
CONST~UC.TION MA.NAGE~ I , I i s
, i , ,
I , , I [ I i I¡II
I , , I ; I
I , , J I I
, I , I I ill! [I ¡ I
I I i I I I 1 I
I I I I I I I I ! I1IIII i II !
I ; I --:"" 'MO',h. -., I
I I I ,
I I , I I I I i I I i
, I ;
PROJ~CT EXEClffiVE ¡ I I 11 11 1: 1 I 1 1 I ' I I: i III III
I : I I i I I ' I I
, I I I
I I ; I: I I' I
CQNSTRUCTION MANAGER , ! i1!lj i& I llii j !III I ¡¡o [ill! ¡ I ' 57'
I , , , I[ : 'I I I
I ; , I I I I I I i I I 1'1111
I I , I I I ~i~¡~!giiIßi ¡ I
I I , "
ESIIMATORlSCH50UL,R I , , J I! ]! i I I
I I ,
I I I I ,
I i , I I I I I I I I I ! I 1111' i I I I I
, I ,
I I I I I I I I ¡ : I , III1 I ¡ I !
~ i I I I i I I ! II .-.: M,,:h-' !. ¡ I II ¡ \
, ' I I ,
I ; I I I Iii i 11.11 i 1IIII
PROJ,CHXECUIIV5 I , I I , I ¡
I ; I ,
I , I I I I I ; I'; I I
I I I i I I ' I I ,I I "! I II I
, I 1 i I ¡4B ! IIIII I "
CONSTRUCTION MANAGER I , I I
, I I ; I ¡' I I I-I I I I!! IIII I
, I
I , ; i I i I I I i
I ! ; I I ¡ II' Iii I I
i I ,
I I ; I I I:; I'
, , t . I ¡ II "I I,
I , : 1 1 ! 1 . ! I 1 ¡ ! ¡
I I ! ] 1 1 I!
I
l'f<1i¡::otStllrt IS-Mar....(lS EMERAI,.,D GlE:N PARK PHASE III
rrujec.~Fi \i~h 28-0c.1:-U~ Dublin, CallfDrnla
Datil Oa~ 16-F~b-{I~ Propo~5tltd Construction M.l'lagement Schlllldl,ill!t
PlotD~œ lo-Fcb-05
Consulting Services Agreement between
City of Dublin and Don Todd Associates Exhibit A
March 15, 2005
Page 5 of 6
Iq"Ö -¿,D
DON TODD ASSOCIATES, INC.
PROJECT & CONSTRUCTION MANAGEMENT SERVICES
March 3, 2005
Ms. Rosemary Alex, Parks and Facilities Development Coordinator
City of Dublin
Parks & Community Services Department - 1st F100r
100 Civic Plaza
Dublin, CA 94568
Re: Construction Management Services
Emerald Glen Park - Phase ill
On beha1f of Don Todd Associates, Inc., I want to express our appreciation for being selected
to provide you with Construction Management Services for Emerald Glen Park Phase m.
.As requested, our cost proposal and fees shall be valid for the construction duration of 190
calendar days. Should construction extends beyond the anticipated construction duration of the
190 calendar days, we shall glad1y extend our CM services at the same currently proposed
weekly manpower rates as follows:
E1ia Majdalani, Construction Manager: 24 mh/week @ $146/mh
Estimator/Scheduler: 2 mh/week @ $130/mh
As D"fA's Principal-In-Charge, my responsibility will be to make sure that you have all of the
resources needed and to assure that our services are of high quality and meet your needs. To
that end, I will be in contact on a reguJar basis, and of course, avaiJable as needed to address
any major issues shouJd they arise.
The construction of Phase III at Emerald Glen Park is very cxcitjng and again, we thank you
for considering us to be your construction management finn. .
Sincerely,
"R~" ~
Roosevelt Hattin, P .E.
Executive Vice President
~
\ Consulting Services Agreement between
- \~ity of Dublin and Don Todd Associates Exhibit A
March 15,2005
Page 6 of 6
EXHIBIT B
COMPENSATION SCHEDULE
DON TODD ASSOCiATES, INC.
PROJECT &. CONSTRUCTION MANAGEM!::NT SERVICUi
March 8, 2005
Rosemary Alex, Parks and Facilities Development Coordinator
City of Dublin - Parks & Community Services Department. 1" Floor
100 Civic Plaza
Dublin, CA94568
Dear Ms. Alex:
Below is DTA'$ Hourly Rate Schedule:
Job Classification
Managing Prlncjpal
Project Controls Manager
Preconstruction Services Manager
Design Manager
Program Manager
Sr. Project Manager
Project Manager
Construction Manager
Scheduler
Estimator
Partnering Facilitator
Information Technician/MIS
Graphics Specialist
Document Control Manager
Document Control
Administration Assistant
Billing Rate
$180
$156
$170
$113
$156
$135
$136
$146
$130
$130
$123
$107
$83
$85
$65
$64
~"tf-D
Notes:
1. All hourly retes quoted herein are inclusive of overhead costs, edministrative and general
fees.
2. Rates quoted ere valid through January 1, 2006,
At your request, attached is tho Revised Fee Proposal and Schedule. If you have questions or
need further infotmation, plcase do not hesitate to give m.o a call at (510) 215-1007 exL 106.
Sincerely,
DON TODD ASSOCIATES, INe.
'K~'~
Roosevelt Battin, P.E.
Execu6ve Vice President
Consulting Services Agreement between
City of Dublin and Don Todd Associates--Exhibit B
March 15, 2005
Page 1 of 1