HomeMy WebLinkAboutItem 4.03 Roof Deck Project
CITY CLERK
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AGENDA STATEMENT
CITY COUNCIL MEETING DATE: AprilS, 200S
SUBJECT:
Amendment to Agreement with Zahn Group for 2004-2005 Projects
Report Prepared by: Melissa Morton, Public Works Director
ATTACHMENTS:
1)
2)
3)
Resolution and Proposed Amendment
Request Letters from Zahn Group
Original Agreement
RECOMMENDATION: ¥ Adopt resolution approving the amendment to the agreement.
FINANCIAL STATEMENT:
At this time, there are sufficient funds available in the 2004·2005
Budget for the Roof Deck project and the Short Term Space Needs
Capital Improvement project.
.
DESCRIPTION: At its meeting on August 3, 2004, the City Council approved an
agreement with the Zahn Group for various design and construction management services relating to the
Civic Center Roof Deck Repair project, the Police Ventilation portion of the Short Term Space Needs
project, and other minor work. Due to changes in the scope of work for both the Roof Deck project and
the Police Ventilation project, which are described below, the Zahn Group has requested additional
compensation as follows:
Roof Deck
This project, which is nearly complete, consisted of removing the concrete pavers from the deck outside
the City Manager's Office area of the Civic Center, correcting drainage deficiencies, and installing a new
concrete deck surface. The "as·built" plans for the existing roof were not accurate, necessitating re·design
of the drainage system. In the process, revisions were also requested by the Building Inspection
Department. The combination of this additional work and resulting delay, combined with weather delays,
has required additional Zahn staff time beyond the original project budget. The requested contract
addition is $8,950, for a total not·to·exceed amount of $29,600. There are sufficient funds budgeted in
this Capital Improvement Project to pay the additional cost.
Police Ventilation Project
.
This project, which is presently under construction, consists of ventilation improvements to the inside
evidence storage area of the Police Wing in order to improve air quality within the evidence storage area
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and to make certain that air from this area is not dispersed into the rest of the Police Wing through the
HV AC (heating, ventilating, and air conditioning) system. The Short Term Space Needs project also
included provision for Police Services to obtain a separate ventilated container for the storage of
confiscated evidence. TIris was originally proposed to be a box type container located outside the rear e
entrance of the Police Wing. During the bid process, it was discovered that there was inadequate power
available for a large outdoor container, and so two smaller indoor containers that are self-contained and
vented separately from the main evidence room system are recommended. In addition, it was requested
that a secure wall be provided for the interior of the evidence storage room. These changes have required
substantial additional work on the part of the Zahn Group, in both research and design.
The requested contract addition is $14,400, for a total not-to·exceed amount of $31,275. At this time,
there are sufficient funds budgeted for the total Short Term Space Needs Capital Improvement Project to
accommodate this contract addition.
Staff has reviewed the Zahn Group's request and feels that it is justified, and therefore recommends that
the City Council adopt the resolution approving the amendment to the agreement.
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RESOLUTION NO. -05
.
A RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF DUBLIN
**********************
APPROVING AMENDMENT TO AGREEMENT WITH THE ZAHN GROUP, INC.
FOR CONSULTING SERVICES RELATED TO THE
CIVIC CENTER ROOF DECK REPAIR AND
POLICE EVIDENCE STORAGE VENTILATION PROJECTS
WHEREAS, on August 3, 2004, the City Council approved a contract with Zahn Group, Inc., for
consulting services related to the Civic Center Roof Deck Repair project and the PoHce Evidence Storage
Ventilation Project; and
WHEREAS, the scope of work for both projects has been revised, requiring additional design
and project management services; and
WHEREAS, the Zahn Group has requested additional compensation for providing these services,
said request has been reviewed and is now recommended for approval;
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City ofDubH ) approves
a contract amendment, hereto attached as Exhibit "A," with the Zahn Group, Inc., for additional
consulting services related to the Civic Center Roof Deck Repair and Police Evidence Storage Ventilation
projects.
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BE IT FURTHER RESOLVED that the Mayor is authorized to execute the amendment to the
agreement.
PASSED, APPROVED AND ADOPTED this 5th day of April, 2005.
AYES:
NOES:
ABSENT:
ABSTAINING:
Mayor
ATTEST:
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City Clerk
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EXHIBIT "A" OF RESOLUTION _"05
AMENDMENT TO AGREEMENT
BETWEEN CITY OF DUBLIN AND THE ZAHN GROUP, INC.,
FOR CONSULTING SERVICES RELATED TO THE
CIVIC CENTER ROOF DECK REPAIR AND
POLICE EVIDENCE STORAGE VENTILATION PROJECTS
.
WHEREAS, the City of Dublin (hereinafter referred to as "CITY") and the Zahn Grou.p,
Inc. (hereinafter referred to as "CONSULTANT"), entered into an agreement on August 3, 2004, to
provide consulting services related to the Civic Center Roof Deck Repair and Police Evidence Storage
Ventilation projects to CITY; and
WHEREAS, the scope of services was revised as follows to include additional design and
project management services; and
WHEREAS, the change in scope of services requires a change in compensation;
NOW, THEREFORE, the parties hereto agree as follows:
I) Roof Deck Repair: The scope of services is revised to include design changes and
additional project management time related to said changes. The additional compensation
is proposed to be $8,950, for a total not-to~exceed amount of $29,600.
2)
Police Evidence Storage Ventilation: The scope of services is revised to include design
changes and additional research and recommendations. The additional compensation is
proposed to be $14,400, for a total not·to-exceed amount of $31,275.
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CITY OF DUBLIN
Mayor
ATTEST:
City Clerk
THE ZAHN GROUP, INe.
Date:
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VIA FACSIMILE (925) 829·9248
1 Page Total
February 28, 2005
Ms. Ginger Russell
Administrative Analyst for Public Works
Public Works Department
City of Dublin
100 CiviC Piaza
Dublin, CA 94568
Re: Roof Replacement Design and CM SelVices - Contract Extension
Administration Wing, Civic Center
ZG Project Number 04J 17 .
Dear Ms. Russell,
With this letter, we are requesting a contract extension to the above referenced
project. There were several tasks that we handled, with the City's knowledge,
that were beyond our original scope of work. We have noted these tasks below:
1.
The as·built plans for the roof and drainage systems were inaccurate.
We only learned this after our designs were approved by the City and
the deck was opened up by the Contractor. This information led to
unforeseen re-designs; this in turn, led to modifications and re·
issuance of the plans and specifications to the Contractor.
2.
We were requested, by the City's Building and Safety Department, to
re-design the stucco and roof deck after It had been approved by your
department
3. Rain delays, by the Contractor, has led to our staff being on the site
beyond our anticipated schedule.
For these re·designs and rain delays, we are requesting an addition to our
contract of $8,950. This will bring our totei contract to $29,600.
John Croswhite will contact you to meet with you to discuss our proposal. If you
have any questions for him prior to this meeting, please contact him via cell-
phone at 415-279-6261.
We appreciate this opportunity to assist the City of Dublin with this process.
Very truly yours,
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VIA FACSIMILE - 925·833-6630
2 pages total
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February 28, 2005
Ms. Ginger Russell
Administrative Analyst for Public Works
Public Works Department
City of Dublin
100 Civic Plaza
Dublin, CA 94568
Re: Evidence Room Ventilation - Contract Extension
Police Department, Civic Center
ZG Project Number 04J16
Dear Ms. Russell,
With this letter, we are requesting a contract extension for our design and
construction management services for the evidence room ventilation project.
There were two main areas which created cost overruns: the switch from the
existing building to a modular unit; the changes to the existing building once the
modular unit concept was abandoned. These changes were beyond our original
scope of work. These tasks are noted below;
·
1. Modular Building ($8,960.)
a. Prepare plans and specifications. These designs included the
location of power, cable, telephone and data lines.
b. Investigate and provide several modular building types to City for
review.
c. Meet with modular manufacturers to obtain responses.
d. Meet with City Staff (public works and police department) to
discuss cost and requested building types.
2. Existing Building - City requested revisions ($5,440.)
a. Add a secure wall on the interior of the existing evidence room at
the exterior walls.
b. Add two (2) evidence vaults with exhaust fan systems.
c. Provide a new electrical layout for the evidence room.
d. Analyze and test the electrical system for available amps.
e. Redraw the mechanical and electrical plans based upon additional
requests from City staff.
1. Revise plans and specifications.
For these changes, we are requesting an additional $14,400. This will bring our
total contract to $31,275.
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Ms. Ginger Russell
City of Dublin
February 28, 2005
Page 2
John Croswhite will contact you to meet with you to discuss this proposal. If you
have any questions for him prior to this meeting, please contact him via cell-
phone at 416·279·6261.
We appreciate this opportunity to assist the City of Dublin with this process.
Very truly yours,
EXHIBIT "A" OF RESOLUTION ~
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CONSULlING 8EIMCES AGReEr.ŒNT BETWEEN
THE CITY OF DUBUNAND
. 1HE ZAHN GROUP, IRe.
THIS AGREEMENT for consulting services is made by and between the City of Dublin ("CIty") and
The labn Group, Inc. ("ConsuItanr) as of AugUlt3, 2004.
Section 1. gRVICES. Subject to the terms and condliions set forth in this Agreement. Consultant
shld! provide IX> CUr the services described in the SCope of Work aIta::hed as e&bIJ!IlA at the lime and
place and in ~ manner specified therein. In the event of a conflict in or Inconsistency between the terms
Of this Agreement and ~6. tile Agnønent shall prevail
tit
1.1 T em of Servk:e$. The IBrm of this Agreement shall bègin on the date first noted above
and shal end on June 30, 2005. tile dlill8 of ~n...,..Jllt.d In ~ and
Consultant shall complete the work. described In !:¡(hlbItA prior to that date, unless the
1Bnn of the Agreement Is oIherwiæ IBminaIed or ex:Iet ø.Ied, as provided for in Section 8.
The time provided IX> Consultant to complete the services required by this Agreement shall
not 8Ifect the City'$ right to teminale the Aøreement. as provided for in Section 8.
1.2 Standard of PerfonnIßce: Consultant shall perfonn all services required pursuant to this
Agreernentin the manner and c:ording 11:1 the standanls obserVed by B COIqI8I8nt
practitioner of the profession in which Consultant is engaged in the geographical area in
. which ConsuIlBnI: placliœs Is profession. ConsuJtant shØi prepare at wm proclucls
required by this Agreement In a substantial, first-class manner and shalt confon'n to the
standards of qualy normally obsefved by a person fn ddilg in Consultant's )I~I. tit
1.3 Asslanment of PnonneJ. Consultant shall assign only compelBnt personnel to perfonn
services pursuant IX> this Agreement. In the event that CIIy, in Its sole dIsC1e11on. at any
time during the IBrm of this Apreemant. desires the reassignment Of any such persons,
Consultant shall, irnmeIhII!Iy upon reœiving noIice from CIty of such desire of City,
.reasslgn such person or persons.
1 A !I!!!I. Consubnt Shall devote std1 time tD the pel'fOtrNl'lCe of services plßuant tD tis
Agreement as may be reasonably necessary to meet the standard of performance
provldeclln SecIion 1.1 above and 10 saIisfy ConsuItant's obligations hereunds'.
SectIon 2. CO..,PENSA 'IJº-fJl. City hereby agrees to pay Consultant a sum not to exceed $53,425,
notwIIttStanding any contrIIy indications that may be contained In Canadtant's ~ for services 10 be
perfonned and reimbun;abIe costs incullBd under this Agreement I n the event of a conftict between this
I\gIBenl8ntand ConsuItanl's proposal. 811ached as ExhibitA. reganing the amount of CQI11)8ßS8ÖOn, the
Agreement shall prevail. CIty shall pay Consultant for services rendered pursuant to this Agreement at the
time and In the manner set foM herein. The paymerds speçIIied below shall be the oÑy payII'IIftIS from
CIty to Consuttant fOr services rendered pursuant to this Apreement. Consultant shall submit at Invoic:es to
CIty in the manner specffied herein. Except as specifically auIhorizsd by CIty, Consultant sh8I1 not bill City
for duplicate services performed by more than one person.
Consulting Serviœs Agreement be1woen
City of Dublin and the Zahn Group, Inc.
August3,2Q04 e
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Consultant and City ecknowledge and agree that compensation paid by City to Consultant under 1.f1is
Agreement is based upon Consultant's estimated costs of providing the services required hereunder,
including salaries and benefits of empioyees 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 annuilies to which Consultant and its employees, agents, and subcontractors may be eligible. City
therefore has no responsibility for such contributions beyond compensatiCln required under this Ag reemen!.
2.1
Invoices. Consultant shall submit InvClices, not more often than crice a month during the
term of this Agreement, based on the cosl for services performed and reimbursable costs
incurred prior to the invoice date, Invoices shall contain the following information:
· Serial identifications of progress bills; i.e., Progress Bill No. 1 for Ihe 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;
· 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 description of the work, and
each reimbursable expense:
· The total number of hours óf 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 employeé, agent, or subcontractor of Consultant
reaohes or exceeds BOD hours, which shall Include an estimate of the time
necessary to complete the work described in Exhibit A;
· The Consultant's signature.
Monthlv Payment. City shall make monthly payments, based on invoices received, for
services satisfactorily performed, and for authorized reimbursable costs incurred. City
shall have 3D days from the receipt of an Invoice that complies with all of the requirements
above to pay Consultant.
2.2
2.3
Final Pavment. City shall pay the last 10% of the total sum due pursuant to this
Agreement within sixty (60) days efter completion of the services and submittal to City of a
final invoice, If all services required have been satisfactorily performed.
2.4
Total Pavment, 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
incuired 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 the Zahn Group, Inc.
August 3,2004
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 prior to the submission of such an InvoIce by a properly .
executed change order or amendment.
2.5 Hourlv FeBI. 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 specified balow, and shall not
exceed One Thousand Dollars ($1,000). Expenses not listed below are not chargeable to
City. Reimbursable expenses are included in the total amount of compensation provided
under this Agreement that shall not be exceeded. .
2.7 Pavment of Taxes. Consultant is solely responsible for the payment of employment taxes
incurred under this Agreement and any similar federal or state taxes.
2~B Payment upon Termination. In the event that the City or Consultant terminates this
Agreement pursuant to Section B, the CIty shall compensate the Consultant for all
outstanding costs and reimbursaBle expenses incurred for work satisfactorily completed as .
of the data 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 perfolTTl any
setvlces or incur anyoosts 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, et 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 Consultanfs 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 bbligated to fumish any faoillty that may involve
incurring any direct expense, including but nót ¡¡mited to computer, long-distance telephone or other
communication charges, vehicles, and reproduction facilities,
Section 4. INSURANCE REQUIRê..M.ê.NTS. Before beginning any. work under this Agreemen~
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 framor 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 a/l respects to the City. Consultant shall maintain the
insurance policies required by this section throughout the term of this Agreement. The cost of such
Consulting Services Agreement between
City of Dublin and the Zahn Group, Inc.
August 3, 2004
Page30f13
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insurance shall be included In the Consultant's bid. Consultant shall not allow any subcontractor to
commence work on any subcontract until Consultant has obtained all insurance required herein for the
subcontractor(s) and provided evidence thereof to City. Verification of the required insurance shall be
submitted and made part of this Agreement prior to execution.
4.1 Workers' ComDsnntlon, 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'lnsurance and Employer's Liabiilty Insurance shall be provided with limits of
not less than ONE MilLION DOLLARS ($1,000,000.00) per accident. In ttre altemative,
Consultant may rely on a self·lnsurance program to meet those requirements, but only if
the program of self·lnsurance complies fully with the provisions of the California Labor
Code, Detannination of whether a self·insurance program meets the standards of the
labor Code shall be solely in the discretion of the Contract Administrator, The insurer, If
Insurance is provided, or the Consultant, if a program of self-insurance is provided, shall
waive all rights of subrogation against the City and Its officere, officials, employees, and
volunteerS for loss arising from work perfonned under this Agreement.
An endorsement shall state that coverage shall not be canceled except after thirty (30)
days' prior written notice by certified mall, retum receipt requested, has been given to the
City. Consultant shall notify City within 14 days of notification from Consultanfs insurer if
such coverage is suspended, voided or reduced in coverage or in limits.
4.2 Commercial General and Automobile liability Insurance.
4.2.1 Gøneral reauirements, Consultant, at its own cost and expense, shall maintain
commercial general and automobiie liability insurance for the tenn of this
Agreement in an amount not less than ONE MilLION DOLlARS ($1,OOD,DOO.OO)
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 otherfonn with e general aggregate limit is used,
either the general aggregate limit shall apply separately to the work to be
performed under this Agreement or the general aggregate limit shall be at least
twice the required occurrence limit. Such coverage shall include but shall not be
limited to, protection against claims arising from bodily and personal injury,
including death resulting therefrom, and damage 10 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 shall be at least as
broad as Insurance Services Office Commercial General Liability occurrence tonn
CG 0001 (ad. 11f88) or Insurance Services Office form number GL 00D2 (ed. 1173)
covering comprehensive General liability and Insurance Services Office fonn
number GL 0404 covering Broad Fonn Comprehensive General Liability.
Automobile coverage shall be at least as broad as Insurance Services Office
Consulting Services Agreement between
City of Dublin and the Zahn Group, Inc,
August 3, 2004
Page 4 of 13
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Automobile liability form CA 0001 (ed. 12/90) Code 8 and 9 ('any auto"). No
endor¡¡ement shall be attached limiting the coverage.
4.2.3 Additional reauirements. Each of the following shall be Included In the
insurance coverage or added as an endorsement to the policy:
.
a. City and its officer¡¡, employees, agents, and volunteers shall be covered
as additional insureds with respect to eech 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 Consultan!,
The coverage shall contain no special limitations on the scope of
protection afforded to City or Its officers, employees, agents, or
volunteers.
b. The insurance shall cover on an occurrence or an accident basis, and not
on a claims-made basis.
c. An endorsement must state that coverage is primary insurance with
respect to the City and ils officers, officials, employees and volunteers,
and that no insurance orself·insurance maintained by the City shall be
called upon to contribute to a loss under the coverage.
Any failure of CONSULTANT to comply with reporting provisions of the
policy shall not affect coverage provided to CITY and Its officers,
employees, agenis, and volunteers.
e. An endorsement shall state that coverage shall not be canceled except
after thirty (30) days' prior wlitten notice by certified mail, retum receipt
requested, has been given to the City. Consultant shall notify City within
14 days åf no~fication from Consultant's insurer if such coverage is
suspended, voided or raduced In coverage or in limits.
.
d.
4.3 Professional Liability Insurance. Consultant, at its own cost and expense, shall
maintain for the period covered by this Agreement professional liability Insurance for
licensed professionals performing work pursuant to this Agreement in an amount not less
than ONE MilLION DOLLARS ($1,000,000) coveling 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 the Zahn Group, Inc.
August 3, 2004
'page 5 of 13
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days' prior written notice by certified mall, 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 ~ the professional liability coverages are
written on a clalms·made form:
a. The retroactive date of the polîcy 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 ieast five years after completion of the Agreement or the
work, so long as commercially available at reesonable 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
e~pense, any extended reporting provisions of the policy. if the Consultant
cancels or does not renew the coverage.
d.
A copy of the claim reporting requirements must be submitted to the City
prior to the commencement of any work under this Agreement.
4.4 All Policies ReQuirements.
4,4,1 Accectablllty of Insurers. All insurance required by this section is to be placed
with insurers with a Bests' raüng of no less than A:VII.
4.4.2 Verification of coveraae. Prior to beginning any work under this Agreement,
Consultant shall furnish City with certificates of Insurance and with original
endorsements effecting coverage raqulred herein. The certificates and
endorsements for each Insurance policy are to be signed by a person authorized
by that Insurer to bind coverage on its behalf. The City reserves the right to
require complete. certified copies of all required insurance policies, 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 variation In the foregoing insurance
requirements, upon a detennination that the coverages, scope. limits, and forms of
Consulting Services Agreement between
City of Dublin and the Zahn Group. Inc.
August 3. 2004
Page 6 of 13
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such insurance are either not commercially available, or that the City's interests
are otherwise fully protadect.
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4.4.5 Deductlbles and Self,lneurEld 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 piior express written
authorization of Contract Administrator, Consultant may Increase such deductibles
or self·insured retentions wllh 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 Nolic!! of Reduction In Coverat1!1. 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 earUest possible
opportunity end in no case later than five days after Consultant is notl~ed 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 e)(\ent and within the time a
herein required, City may, at its sole option exercise any of the following remedies, which .,
are alternatives to other remedies City may have and are not the exclusive remedy for
Consultant's breach:
. Obtain such insurance and deduct and retain the amount of the premiums for such
insurance from any sums due under the Agreement;
. Order Consultant to stop work under this Agreement or withhold any payment that
becomes due to Consultant hereunder, or both stop work and withhold any payment,
until Consultant demonstrates compliance with the requirements hereof; and/or
· Tenninate this Agreemant.
Section 5. INDEMNIFICATION AND CDNSU~T..At;r'S RESPONSlaILITIES. Consultant shali
indemnify, defend with counsel selected by the City, and hold·hannless the City and its officials, officers,
employees, agents, and volunteers from and against any and all losses, liability, cJalms, sulls, actions,
damages, and causes of action arising out of any personal injury, bodily injury, lòss 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 lhe willful misconduct or negligent acts or omissions of Consultant or its employees,
subcontractors, or agents. by acts for which they could be held strictly liable, or by the quality or character
of their work. The foregoing obligation of Consultant shall not apply when (1) the injury, loss of life, damage
Consulting Services Agreement between
City of Dublin and the Zahn Group, Inc.
August3,2004
Page 7 of 13
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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 ConsuHant or its employees,
subcontractor, or agents have contributed in no part to the injury, loss of life, damage to property, or
violation of law. It Is understood that the duty of Consultant to indemnify and hold harmless Includes the
duty to defend as set forth in Section 2776 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, Consuitant 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 !he 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 wauld othelWÎse be the responsibility of
City,
Section 6.
STATUS QF CONSULTA/jL
6.1 Indeoendent Contractor. At all times during the term of this Agreement, Consultant shall
be an Independent contrector and shall not be an employee of City. City shall have the
right to control Consultant only Insofar as the results of Consultant's S&t'iices rendered
pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3;
however, otherwise City shali 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.enrollln the California Public Employees Retirement System
(PERS) as an employee of City and entitlementto any contribution to be paid by City for
employer contributions and/or employee contributions for PERS benefits.
6.2 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 authority, express or implied. pursuant to this Agreement
to bind City to any obligation whatsoever.
Section 7. ~gGAL REQUIREMENTS.
7.1 Governing Law. The laws of the State of California shallgovem this Agreement.
Consulting Services Agreement between
City of Dublin and the Zahn Group, Inc.
August 3,2004
Page 6 of 13
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7.2
Comollance with Aoollcable Laws. Consultant and any subcontractors shall comply with
all laws applicable to the performance of the work hereunder.
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7.3 Other Governmental RlKlulatlons. To the extent that this Agreement may be funded by
fiscal assistance from another govemmental entity, Consultant and any subcontractors
shall comply with all applicable rules and regulations to which City is bound by the terms of
such fiscal assistànce 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 811 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 tenn of this
Agreement valid Business Ucenses from City.
7.5
Section B.
8.1
NondiscriminatIon and Eaual OODortunitv. 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, ruies, and requirements related to equal opportunity and nondiscrimination In
employment, contracting, and the provision of any services that ere the subject of this
Agreement, including but not limited to the satisfaction of any positive obligations required
of Consultant thereby.
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Consultant shall include the provisions of this Subsection in any subcontract approved by
the Contract Administrator or this Agreement.
TeRMINATION AND MODIFICATION.
Termination. City may cancel this Agreement at any lime and without cause upon written
notification to Consultant.
Consultant may oanoel this Agreement upon 30 days' written notice to City am! 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 affective 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.
August3,2004
Page 9 of 13
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Consulting Services Agreement between
City of Dublin and the Zahn Group, Inc.
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8.2 extension. City may, in Its sole and axclusive discretion, extend the end date 01 this
Agreement beyond that provided for in Subse~tion 1.1. Any such extension shall require a
written amendment to this Agreement. as provided for herein. Consultant understands and
agrees that, II City grants such an extension, City shail 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 extansion period,
8.3 Amendmenta. The parties may amend this Agreement only by a writing signed by all the
parties.
8.4 Asslanment and Subcontraclina. 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
per;¡onal knowledge. Moreover. a substantial inducemenllo City for èntering 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 subcontracto~ 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 shail survive
the termination of this Agreement.
8.6 Dptions LlDOn Breach bv Consultant. If Consultant materially breaches any of the terms
of lhls Agreement, City's remedies shall inciuded, but not be limited to, the foilowing:
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 Consultantpu~uai1t 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 ~¡bit A that is unfinished at the time of breach and the emount that
City would have paid Consultant pursuant to Section 2 if Consultant had
completad the work.
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Consulting Services Agreement between
City of Dublin and the Zahn Group, Inc.
August3,2004
Page 100113
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Section 9.
9.1
I (Pm ì- C;1
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KEEPING AND STATUS OF RECDRDS.
Records Created as Part of Consultant's PerfonnanclI. All reports, data, maps,
models, charts, studies, sUlVeys, photographs, memoranda, pians, studies, specifications,
records, flies, or any other documents or materials, In electronic or any other form, that
Consultant prepares or oblains 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 materiais, including but not limited to those described
above, prepared pursuant to this Agreement are prepared specífically for the City and are
not necessarily suitable for any future or other use. City and Consultant agree that, until
final approval by City, all data, plans, specifications, reports and other documents are
confldential 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, cariooled checks, and other records or documents
evidencing Dr relating to charges for selVices' 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.
¡"sDection 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,OOO.OO),lhe
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.
9.3
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 jn the United Statas District Court for
the Northern District of California.
10.3 Severabllltv. If a court of competent jurisdiction finds or ruies that any provision of this
Agreement is invalid, void, or unenforceable. the provisions of this Agreement not so
August3,2004
Page110f13
Consulting Services Agreement between
City of Dublin and the Zahn Group, Inc.
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10.4
10.5
10.6
10.7
10.8
10.9
I 71J-t-O
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.
No ImDljad 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 enyother term
of this Agreemønt.
SuCCeS50l1l and Asslans. The provisions of this Agf\'!Qment shall Inure to the benefit of
and shall apply to and bind the sucœs.sors and assigns of the parties.
Use of Recvcled Products. Consultant shall prepare Bnd submit all reports, written
studies and other printed matenal on recycled paper to the extent It is available at equal or
less cost than virgin paper.
Conflict of Interest. Consultant may serve other client5, but none whose activities within
the corporate limits of City or whose business, regardless of location, would place
Consultant in a 'confllct of Interest," as that term Is defined in the Political Reform Act,
codified at California Government Code Section 81000 et sec¡.
Consultant shall not employ any City official in the work performed pursuant to this
Agreement. No officer or employee of City shall have any financial interest in this
Agreement that would violate California Government Code Sections 1090 et seq.
Consultant hereby warrants that it is not now, nor has it been in the previous twelve (12)
monlhs, 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 Bt.sec¡., the entire Agreement Is void and Consultant wUl not be
entitled to any compensation for services performed pursuant to this Agreement, including
reimbursement of expenses, Bnd Consultent 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 vioiation of Govemment Code § 1090 and, If
applicable, will be disqualified from holding public office In the State of California.
Selioltation. Consultent agrees not to solicit business at any meeöng, focus group, or
interview reiated to this Agreement, eithet orally or through any Wlitten materials.
Centract Administration. This Agreement shall be administered by John Croswhite
("Contract Administrator"). All correspondence shall be directed to or through the Contract
Administrator or his or her designee.
August 3, 2004
Page 12 of 13
Consulting Services Agreement between
City of Dublin and the Zahn Group, Inc.
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10,10 Notices. Any written notice to Consultant shall be sent to:
The Zahn Group, Inc" Attn: Elyce Zahn
625 Market Street, 14111 Floor
San Francisco CA 94105-3315
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Any written notice to City shall be sent to:
City of DublIn Public Works, Attn: Melissa Morton
100 Civic Plaza
Dublin CA 94568
10.11 Professional Seal. Where applicable in the detennlnation 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.
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CITY OF DUBLIN
¡Its!: .\ ^
..L., I'N...~
"Kay ck, City Clerk '
APR. roved as to ~'J:
?/Þk ß.hL
Elizabeth Silver, City Attorney
g:lengr ..ntraoßzahn\ag~ for mrìd remadlatlon
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Consulting Services Agreement between
City of Dublin and the Zahn Group, Inc.
August 3. 2004
Page 13 of 13
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EXHIBIT A
SCOPE OF SERVICES
hi per propœlJls æ follows:
Civic Center Roof Repair, proposal dated July 27,2004
CIvi: Cerder Roof warranty inYesIígation, proposal dated JUly Zl, 2004
Evidence storage Ventilation, proposal dated July 15, 2004
BAAQMD Penritling,.propœaI dalecl July 15, 2004
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Consulting Services Agreement between
Cily of Dublin and file Zahn Group, Inc.-{;xhIbIt A
August 3, 2004
Page 1 of1
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EXHIBIT B
COIIPENMllON SCHEDULE
As. per JfO JOSids . fIIIIows:
Civic Center Roof Repair, proposal dated July 27, 2004
Repor1a and special testing contingency
Total:
Civic CenIer Roof WIlll'8lltY Investigation proposal daled July 27, 2004
Evidence Storage Ventilation, proposal dated July 15, 2004
BMQMD Pem.llingj proposal daled July 15, 2004 '
Total Not-To-- Exceed Amount is
$20,650
$ 2,500
$23,150
$ 5,710
$16,875
J 7.81)
}~~.425
'"Y'-o ~()
(7l./II[)
Consulting Services Agreement between
CIly of Dublin and !he Zahn Group, Inc....~xhibit B
August 3, 2004
Page 1 of1
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