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HomeMy WebLinkAbout4.06 MasterConsultContracts _ .~ ~~t~,. ,>'. . .:..,..... ,p,:;li.',"" '! CITY CLERK File # D~[Q[Q]-[3]lOl '. AGENDA STATEMENT CITY COUNCIL MEETING DATE: April 1, 1997 SUBJECT: Approval of Master Consultant Contracts on an as needed basis for overflow services in the Community Development Department (Report Prepared by Eddie Peabody, Jr. Community Development Director) EXHIBITS ATTACHED: 1) Resolution Approving Agreement with Consultants 2) Consultant Agreements ~(~~ Adopt Resolution approving 1997-99 Consulting Agreements for Professional Services for: . Stevenson, Porto and Pierce, Inc. (Planning) . Cannon Design Group (Planning) . Jerry Haag and Associates (planning) . Erny Planning & Management Associates (Planning) . LSA Associates, Inc. (Biologists) Authorize the City Manager to sign on behalf of the City. RECOMMENDATION: 1) 2) . '..FINANCIAL .~TATEMENT: All charges to be funded through direct developer fees for Major Planned Development Applications or as approved Planning Division budgetary projects in the adopted budget. Consultant services will be budgeted within yearly budgets as anticipated. Contracts will be for a two year term only and are not to exceed $100,000 per year. DESCRIPTION: With the acceleration of new development projects in both Western and Eastern Dublin and the requirements related to Eastern Dublin Implementation measures (Scenic Corridor, Biology, Noise, etc.), the Community Development Department has contracted with numerous outside consulting firms on a project by project basis. In 1996-97, the Department contracted with four firms and have received exemplary services from these vendors. Anticipated workloads over the neh'1 several years dictate that this Department retain consultant firms to handle overflow work in these areas: . Biological site investigation of new projects (mandated by Eastern Dublin Specific Plan) . Expertise in Planning technical issues (subdivisions, design assistance, plarming staff analysis) when current staff is unable to complete projects in a timely fashion due to workloads . ----------------------------------------------------------------------------------------------------------------------------------- g;agendas\97\4- J ccsr COPIES TO: Consultants /1 L ITEMNO.~ ~. Staff time constraints, the desire of the Planning Commission and City Council to move projects expeditiGusly, the availability of the consultant firm when services are needed and the conscious desire not to add permanent . staff during high workloads dictates the need for outside services. Prime criteria for the recommended firms are as follows: · Small shop, hands-on operations · Ability to respond in a timely fashion · Knowledgeable in the range of needed services · Track records of working effectively with other members of the development team (public Works, Fire, Police, outside agencies) · Acceptable to staff · Knowledgeable about development issues in growth areas · Offer highly competitive hourly rates · Willing to work on an "as needed basis" on short notice . It is important to coordinate the availability of additional Planning resources to those in Public Works, Police, fire and other outside interests to insure that all necessary resources are available to handle a rapidly growing development review program. These consultants have proven track records of sound work on projects common to Dublin (large scale Planned Developments, Subdivisions, Site Development Reviews and other entitlements), and three of them have proven themselves by their 1996-97 experience on projects for the City. Two additional firms, Erny Planning and Management Associates and LSA Associates, Inc., have been added in the event workloads readily increase. It is important to note that each of these contracts contain provisions that the consultant will only perform work o~ a time and material b.as~s at the direction o.fthe Community Developme~t Director. No work will be done .e::' ". WIthout expressed permIssIOn and all costs WIll be charged to the Commuruty Development Department budge'~ in accordance with costs associated with that project. A summary of these contract provisions has been included for your information: CONSULTANT AREA SOURCE OF PAYMENT Stevenson, Porto and Pierce Planning - Planning Application Fees (now Cannon Design Group PD applications, tentative maps, on a cost basis) Jerry Haag & Associates SDR's, CUP's Erny Planning & Management Associates LSA Associates, Inc. Biological field investigation for Required Eastern Dublin all new projects in Eastern Implementation costs (in Specific Dublin Plan) SUMMARY: Again, as noted earlier, no work will be done or funds expended unless funding is available and it has been .:. determined that outside help is needed to meet a specific time objective. These standard contracts are similar in " nature and the master contract has been reviewed and approved by the City Attorney_ .) ~ ",- RESOLUTION NO. - 97 .. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN * * * * * * * * * ** *** * ** * ** * * * *** * * * ** *** ** * * **** * * * APPROVING AGREEMENTS WITH CONSULTANTS ON AN AS NEEDED BASIS FOR OVERFLOW SERVICES IN THE COMMUNITY DEVELOPMENT DEPARTMENT RELATED TO PRlV ATE DEVELOPMENT PROJECTS WHEREAS, the City of Dublin is experiencing significant increases in new development applications; and WHEREAS, with the acceleration of new development projects in both Western and Eastern Dublin, the need to retain outside consultant firms is necessary, and WHEREAS. staff has determined it necessary to hire technical support to provide Biological site investigations of new projects (mandated by Eastern Dublin Specific Plan), and WHEREAS, staff has determined it necessary to hire technical support to provide expertise in Planning and other development issues such as design assistance and planning staff analysis, when current staff is unable to complete projects in a timely fashion due to workloads, and . \VHEREAS, the City of Dublin Planning Commission and City Council has directed staff to move projects expeditiously, and hire consultant firms when services are needed, and WHEREAS, the firms of Stevenson, Porto and Pierce, Inc., Cannon Design Group, Jerry Haag and Associates, and Erny Planning & Management have demonstrated they have adequate ability to perform the planning and other development services required, and; WHEREAS, LSA Associates, Inc., have demonstrated they have adequate ability to perform the biological services required, and; WHEREAS, consultants will only perform work on a time and material basis at the direction of the Community Development Director, and WHEREAS, the term of the agreements shall expire April 2, 1999, and WHEREAS, all costs will be charged to the Community Development Department budget in accordance with costs associated with certain projects, and WHEREAS, the contracts have been reviewed and approved by the City Attorney's Office. . EXHIBIT -1 I NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin does approve the agreements with the above mentioned firms. BE IT FURTHER RESOLVED that the City Manager is authorized to execute the agreements. PASSED, APPROVED AND ADOPTED this 2nd day of April, 1997. AYES: NOES: ABSENT: ABSTAIN: Mayor ATTEST: City Clerk g:agenda\97\4- J ccsr\last page ,., ,j., . :. ',:: .-'- ',:.' . . ~>'." STANDARD CONTRACTUAL SERVICES AGREEMENT THIS AGREEMENT is made at Dublin, California, as of April 2, 1997, by and between the CITY OF ..UBLIN, a municipal corporation ("CITY"), and Stevenson, Porto and Pierce, Inc. ("CONTRACTOR"), who agree as follows: 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, CONTRACTOR shall provide to CITY the services described in Exhibit A. CONTRACTOR shall provide said services at the time, place and in the manner specified in Exhibit A. 2. PAYMENT. CITY shall pay CONTRACTOR for services rendered pursuant to this Agreement at the time and in the manner set forth in Exhibit B. The payments specified in Exhibit B shall be the only payments to be made to CONTRACTOR for services rendered pursuant to this Agreement. CONTRACTOR shall submit all billings for said services to CITY in the manner specified in Exhibit B; or, if no manner be specified in Exhibit B, then according to the usual and customary procedures and practices which .ONTRACTOR uses for billing clients similar to CITY. 3. FACILITIES AND EQUIPMENT. Except as set forth in Exhibit C, CONTRACTOR shall, at its sole cost and expense, furnish all facilities and equipment which may be required for furnishing services pursuant to this Agreement. CITY shall furnish to CONTRACTOR only the facilities and equipment listed in Exhibit C according to the terms and conditions set forth in Exhibit C. 4. GENERAL PROVISIONS. The general provisions set forth in Exhibit D are part of this Agreement. In the event of any inconsistency between said general provisions and any other terms or conditions of this Agreement, the other term or condition shall control insofar as it is inconsistent with the general provisions. 5. EXHIBITS. All exhibits referred to herein are attached hereto and are by this reference .corporated herein. 3 EXHIBIT 2. I 6. CONTRACT ADMINISTRA nON. This Agreement shall be administered by Richard C. Ambrose ("ADMINISTRATOR"). All correspondence shall be directed to or through the ADMINISTRATOR or his or her designee. :. 7. NOTICES. Any written notice to CONTRACTOR shall be sent to: Michael Porto, Principal Stevenson, Porto and Pierce, Inc. 18195 McDurmott, East Suite C Irvine, CA 92714 Any written notice to CITY shall be sent to: City of Dublin Attn: Richard Ambrose P. O. Box 2340 Dublin. CA 94568 :,. . ~:.:. - Executed as of the day first above stated: .', ,', CITY OF DUBLIN a municipal corporation By "CITY" . ' " .' Attest: City Clerk By "CONTRACTOR" Approved as to form: .: .' City Attorney '.'.. . , . , 0& .- , ' ' ., . 'I , .X EXHIBIT A SCOPE OF SERVICES . Provision of Planning and other development services and/or Biological consulting services to the City of Dublin regarding . Processing of development entitlements . Conducting biological surveys as may be required in conjunction with development entitlements Said services shall be performed at the direction of the Community Development Director on an as needed basis. The term of this contract shall commence on April 2, 1997 and terminate on April 2, 1999. . exhibit A ..,-:/age 1 of 1 4/1/90 ,.- :;;) EXIDBIT B PAYMENT SCHEDULE . CITY shall pay CONTRACTOR an amount not to exceed $70.00 per hour for consulting services to be performed pursuant to this Agreement. The hourly rate is inclusive of all staff support and no additional amounts shall be payable for faxing, postage, messengers or other material costs. CONTRACTOR shall submit monthly invoices during the term of this Agreement, but not more often than once a month. The total hourly sum stated above shall be the total which CITY shall pay for the hourly services to be rendered by CONTRACTOR pursuant to this Agreement. CITY shall not pay any additional sum for any expense or cost whatsoever incurred by CONTRACTOR in rendering services pursuant to this Agreement. CITY shall make no payment for any extra, further or additional service pursuant to this Agreement unless such extra service and the price therefor is agreed to in writing executed by the City Manager or other,. designated official of CITY authorized to obligate CITY thereto prior to the time such extra service is rendered.:. The services to be provided under this Agreement may be terminated without cause at any point in time in the sole and exclusive discretion of CITY. In this event, CITY shall compensate the CONTRACTOR for all outstanding costs incurred as of the date of written notice thereof and shall terminate this Agreement. CONTRACTOR shall maintain adequate logs and timesheets in order to verify costs incurred to date. The CONTRACTOR is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of a fully executed Purchase Order from the Finance Department of the City of Dublin. Exhibit B Page 1 of 1 4/1/90 6, . EXHIBIT D GENERAL PROVISIONS 1. INDEPENDENT CONTRACTOR. At all times during the term of this Agreemeri~. CONTRi\CTOR shall be an independent contractor and shall not be an employee of CITY. CITY shall have the right to control CONTRACTOR only insofar as the results of CONTRACTOR'S services rendered pursuant to this Agreement; however, CITY shall not have the right to control the means by which CONTRACTOR accomplishes services rendered pursuant to this Agreement. 2. LICENSES: PERMITS: ETC. CONTRACTOR represents and warrants to CITY that he has all licenses, permits, qualifications and approvals of whatsoever nature which are legally required for CONTRACTOR to practice his profession. CONTRACTOR represents and warrants to CITY that CONTRACTOR shall, at his sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals which are legally required for CONTRACTOR to practice his profession. 3. TIME. CONTRACTOR shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary for satisfactory performance of CONTRACTOR'S obligations pursuant to this Agreement. .::... 4. INSURANCE REQUIREMENTS. CONTRACTOR shall procure and maintain for the duration' of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the CONTRACTOR, his agents, representatives, employees or subcontractors. .. .. (a) Minimum Scope ofInsurance. Coverage shall be at least as broad as: 1. Insurance Services Office form number GL 0002 (Ed.l/73) covering comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability; or Insurance Services Office Commercial General Liability coverage ("occurrence" form CG 0001.) .." '\. // '"" 2. Insurance Services Office form number CA 0001 (Ed. 1/78) covenng Automobile Liability, code 1 "any auto" and endorsement CA 0025. ..... Workers' Compensation Insurance as required by the Labor Code of the State , alifomia and Employers Liability Insurance. Of, ... "" ~. Exhibit D) Page 1 of5 r ' EXHIBIT C . CITY shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for CONTRACTOR'S use while consulting with CITY employees and reviewing records and the information in possession of CITY. The location, quantity, and time of furnishing said physical facilities shall be in the sole discretion of CITY. IIi no event shall CITY be obligated to furnish any facility which may involve incurring any direct expense, including, but not limiting the generality of this exclusion, long-distance telephone or other communication charges, vehicles, and reproduction facilities. . Exhibit C Page 1 of 1 4/1/90 '1 f-- / . ".. ......." F . . '11/ ; :, . \ .". (b) Minimum Limits of Insurance. CONTRACTOR shall maintain limits no less than: . 1. General Liability: $1,000,000 combined single limit per occurrence for bodily injury, personal injury and property damage. If commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 2. Automobile Liability: $1,000,000 combined single limit per accident for bodily injury and property damage. 3. Workers' Compensation and Employers Liability: Workers' Compensation limits as required by the Labor Code of the State of California and Employers Liability limits of $1,000,000 per accident. (c) Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be . (d) Exhibit D .ag;20f5 declared to and approved by the CITY. At the option of the CITY, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the CITY, its officers, officials and employees; or the CONTRACTOR shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. Other Insurance Provisions. The policies are to contain, or be endorsed to contain, the following proVISIons: 1. General Liability and Automobile Liability Coverages. a. The CITY, its officers, officials, employees and volunteers are to be covered as insureds as respects: liability arising out of activities performed by or on behalf of the CONTRACTOR; products and completed operations of the CONTRACTOR, premises owned, occupied or used by the CONTRACTOR, or automobiles owned, leased, hired or borrowed by the CONTRACTOR. The coverage shall contain no special limitations on the scope of the protection afforded to the CITY, its officers, officials, employees or volunteers. b. The CONTRACTOR'S insurance coverage shall be primary insurance as respects. the CITY, its officers, officials, employees and volunteers. Any insurance or self- insurance maintained by the CITY, its officers, officials, employees or volW1tee:. shall be excess of the CONTRACTOR'S insurance and shall not contribute with it. c. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the CITY, its officers, officials, employees or volW1teers. d. The CONTRACTOR'S insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. 2. Workers' Compensation and Employers Liability Coverage. The insurer shall agree to waive all rights of subrogation against the CITY, its officers, officials, employees and volunteers for losses arising from work performed by the CONTRACTOR for the CITY. (e) Acceptability of Insurers. Insurance is to be placed with insurers with a Bests' rating of no les~..: than A:VII.::. (f) Verification of Coverage. CONTRACTOR shall furnish CITY with certificates of insurance and with original endorsements effecting coverage required by this clause. 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 certificates and endorsements are to be received and approved by the CITY before work commences. The CITY reserves the right to require complete, certified copies of all required insurance policies, at any time. (g) Subcontractors. CONTRACTOR 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. (h) The Risk Manager of CITY may approve a variation in those insurance requirements upon a determination that the coverages, scope, limits and forms of such insurance are either not commercially available or that the CITY's interests are otherwise fully protected. .. Exhibit D Page 3 of 5 ID 3. CONTRACTOR NO AGENT. Except as CITY may specify in writing, CONTRACTOR shall have no authority, express or implied, to act on behalf of CITY in any capacity whatsoever as an agent. . CONTRACTOR shall have no authority, express or implied, pursuant to this Agreement to bind CITY to any obligation whatsoever. 4. ASSIGNMENT PROHIBITED. No party to this Agreement may assign any right or obligation pursuant to this Agreement. Any attempted or purported assignment of any right or obligation pursuant to this Agreement shall be void and of no effect. 5. PERSONNEL. CONTRACTOR shall assign only competent personnel to perform services pursuant to this Agreement. In the event that CITY, in its sole discretion, at any time during the term of this Agreement, desires the removal of any such persons, CONTRACTOR shall, immediately upon receiving notice from CITY of such desire of CITY, cause the removal of such person or persons. 6. STANDARD OF PERFORMANCE. CONTRACTOR shall perform all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the . profession in which CONTRACTOR is engaged in the geographical area in which CONTRACTOR practices his profession. All instruments of service of whatsoever nature which CONTRACTOR delivers to CITY pursuant to this Agreement shall be prepared in a substantial, first class and workmanlike manner and conform to the standards of quality normally observed by a person practicing in CONTRACTOR's profession. 7. HOLD HARMLESS AND RESPONSIBILITY OF CONTRACTORS. CONTRACTOR shall take all responsibility for the work, shall bear all losses and damages directly or indirectly resulting to him, to any subcontractor, to the CITY, to CITY officers and employees, or to parties designated by the CITY, on account of the performance or character of the work, unforeseen difficulties, accidents, occurrences or other causes predicated on active or passive negligence of the CONTRACTOR or any subcontractor. CONTRACTOR shall indemnify, defend and hold harmless the CITY, its officers, officials, directors, employees and agents from and against any or all loss, liability, expense, claim, costs (including costs of defense), suits, and damages of every kind, nature and description directly or indirectly arising from the performance of the work. This paragraph shall not be construed to exempt the CITY, its employees and . officers from its own fraud, willful injury or violation of law whether willful or negligent. Exhibit D Page 4 of5 )/ For purposes of Section 2782 of the Civil Code the parties hereto recognize and agree that this agreement is not a construction contract. By execution of this agreement CONTRACTOR acknowledges and agrees that he has read and understands the provisions hereof and that this paragrap". is a material element of consideration. Approval of the insurance contracts does not relieve the CONTRACTOR or subcontractors from liability under this paragraph. 8. GOVERNMENTAL REGULA TrONS. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, CONTR.-\CTOR shall comply with all applicable rules and regulations to which CITY is bound by the terms of such fiscal assistance program. 9. DOCUMENTS. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda or . . other written documents or materials prepared by CONTRACTOR pursuant to this Agreement shall become the property of CITY upon completion of the work to be performed hereunder or upon termination of the Agreement. ':- .':... -:. Exhibit D Page 5 of5 g :agenda \96\4-9contr /p-. ,...' STANDARD CONTRACTUAL SERVICES AGREEMENT '. DUBLIN, a municipal corporation ("CITY"), and Cannon Design Group ("CONTRACTOR"), who agree as THIS AGREEMENT is made at Dublin, California, as of April 2, 1997, by and between the CITY OF follows: 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, CONTRACTOR shall pro\'ide to CITY the services described in Exhibit A. CONTRACTOR shall provide said services at the time, place and in the manner specified in Exhibit A. ') PAYMENT. CITY shall pay CONTRACTOR for services rendered pursuant to this Agreement at the time and in the manner set forth in Exhibit B. The payments specified in Exhibit B shall be the only payments to be made to CONTRACTOR for services rendered pursuant to this Agreement. CONTRACTOR shall submit all billings for said services to CITY in the manner specified in Exhibit B; or, if no manner be specified in Exhibit B, then according to the usual and customary procedures and practices which '.ONTR.A..CTOR uses for billing clients similar to CITY. 3. FACILITIES AND EQUIPMENT. Except as set forth in Exhibit C,CONTRACTOR shall, at its sole cost and expense, furnish all facilities and equipment which may be required for furnishing services pursuant to this Agreement. CITY shall furnish to CONTRACTOR only the facilities and equipment listed in Exhibit C according to the terms and conditions set forth in Exhibit C. 4. GENERAL PROVISIONS. The general provisions set forth in Exhibit D are part of this Agreement. In the event of any inconsistency between said general provisions and any other terms or conditions of this Agreement, the other term or condition shall control insofar as it is inconsistent with the general provisions. . 5. E~IBITS. . ":'incorporated herem. IS All exhibits referred to herein are attached hereto and are by this reference EXHIBIT 2 . L 6. CONTRACT ADMINISTRATION. This Agreement shall be administered by Richard C. . Ambrose ("ADMINISTRATOR"). All correspondence shall be directed to or through the ADMINISTRATOR or his or her designee. . 7. NOTICES. Any written notice to CONTRACTOR shall be sent to: Larry Cannon, Principal Cannon Design Group 40 Gold Street San Francisco, CA 94133 Any written notice to CITY shall be sent to: City of Dublin Attn: Richard Ambrose P. O. Box 2340 Dublin. CA 94568 Executed as of the day first above stated: '::. CITY OF DUBLIN a municipal corporation By "CITY" Attest: City Clerk Approved as to form: City Attorney By "CONTRACTOR" j ~I ,.~. .. '( EXlDBIT A SCOPE OF SERVICES . Provision of Planning and other development services and/or Biological consulting services to the City of Dublin regarding . Processing of development entitlements . Conducting biological surveys as may be required in conjunction with development entitlements Said services shall be performed at the direction of the Community Development Director on an as needed basis. The term of this contract shall commence on April 2, 1997 and terminate on April 2, 1999. . -xhib' A ' t" It Page 1 of 1 4/1 /90 ,(, ,... EXHIBIT B PAYMENT SCHEDULE . CITY shall pay CONTRACTOR an amount not to exceed $70,00 per hour for consulting services to be performed pursuant to this Agreement. The hourly rate is inclusive of all staff support and no additional amounts shall be payable for faxing, postage, messengers or other material costs. CONTRACTOR shall submit monthly invoices during the term of this Agreement, but not more often than once a month. The total hourly sum stated above shall be the total which CITY shall pay for the hourly services to be rendered by CONTRACTOR pursuant to this Agreement. CITY shall not pay any additional sum for any expense or cost whatsoever incurred by CONTRACTOR in rendering services pursuant to this Agreement. CITY shall make no payment for any extra, further or additional service pursuant to this Agreement unless such extra service and the price therefor is agreed to in writing executed by the City Manager or other. designated official of CITY authorized to obligate CITY thereto prior to the time such eh'1ra service is rendered. ",~~. . . The services to be provided under this Agreement may be terminated without cause at any point in time in the sole and exclusive discretion of CITY. In this event, CITY shall compensate the CONTRACTOR for all outstanding costs incurred as of the date of written notice thereof and shall terminate this Agreement. CONTRACTOR shall maintain adequate logs and timesheets in order to verify costs incurred to date. The CONTRACTOR is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of a fully executed Purchase Order from the Finance Department of the City of Dublin. Exhibit B Page 1 of 1 4/1 /90 ;6 ::. EXHIBIT C '. CITY shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for CONTRACTOR'S use while consulting with CITY employees and reviewing records and the information in possession of CITY. The location, quantity, and time of furnishing said physical facilities shall be in the sole discretion of CITY. In no event shall CITY be obligated to furnish any facility which may involve incurring any direct expense, including, but not limiting the generality of this exclusion, long-distance telephone or other communication charges, vehicles, and reproduction facilities. .. Exhibit C Page 1 of 1 4/1/90 / '1 . EXIDBIT D GENERAL PROVISIONS 1. INDEPENDENT CONTRACTOR. At all times during the term of this Agreemen':. CONTRACTOR shall be an independent contractor and shall not be an employee of CITY. CITY shall have the right to control CONTRACTOR only insofar as the results of CONTRACTOR'S services rendered pursuant to this Agreement; however, CITY shall not have the right to control the means by which CONTRACTOR accomplishes services rendered pursuant to this Agreement. 2. LICENSES: PERMITS; ETC. CONTRACTOR represents and warrants to CITY that he has all licenses, permits, qualifications and approvals of whatsoever nature which are legally required for CONTRACTOR to practice his profession. CONTRACTOR represents and warrants to CITY that CONTRACTOR shall, at his sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals which are legally required for CONTRACTOR to practice his profession. " .J. TIME. CONTRACTOR shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary for satisfactory performance of CONTRACTOR'S obligations pursuant to this Agreement. 4. .., -- INSURANCE REQUIREMENTS. CONTRACTOR shall procure and maintain for the duration. ..". ;,' of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the CONTRACTOR, his agents, representatives, employees or subcontractors. (a) Minimum Scope of Insurance. Coverage shall be at least as broad as: 1. Insurance Services Office form number GL 0002 (Ed.l/73) covenng comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability; or Insurance Services Office Commercial General Liability coverage ("occurrence" form CG 0001.) 2. Insurance Services Office form number CA 0001 (Ed. 1/78) covenng Automobile Liability, code 1 "any auto" and endorsement CA 0025. 3. Workers' Compensation Insurance as required by the Labor Code of the State of <. Exhibit D Page 1 of5 4/1/90 J ~ California and Employers Liability Insurance. -' (b) Minimum Limits of Insurance. CONTRACTOR shall maintain limits no less than: 1. General Liability: $1,000,000 combined single limit per occurrence for bodily injury, . personal injury and property damage. If commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 2. Automobile Liability: $1,000,000 combined single limit per accident for bodily injury and property damage. 3. Workers' Compensation and Employers Liability: Workers' Compensation limits as required by the Labor Code of the State of California and Employers Liability limits of $1,000,000 per accident. (c) Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the CITY. At the option of the CITY, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the CITY, its officers, officials and employees; or the CONTRACTOR shall procure a bond guaranteeing payment of . losses and related investigations, claim administration and defense expenses. (d) Other Insurance Provisions. The policies are to contain, or be endorsed to contain, the following provisions: 1. General Liability and Automobile Liability Coverages. a. The CITY, its officers, officials, employees and volunteers are to be covered as insureds as respects: liability arising out of activities performed by or on behalf of the CONTRACTOR; products and completed operations of the CONTRACTOR, premises owned, occupied or used by the CONTRACTOR, or automobiles owned, leased, hired or borrowed by the CONTRACTOR. The coverage shall contain no special limitations on the scope of the protection afforded to the CITY, its officers, officials, employees or volunteers. ~xhibit D ..,age 2 of 5 . , 4/1/90 /1 b. The CONTRACTOR'S insurance coverage shall be primary insurance as respects the CITY, its officers, officials, employees and volunteers. Any insurance or self- insurance maintained by the CITY, its officers, officials, employees or volunteer. shall be excess of the CONTRACTOR'S insurance and shall not contribute with it. c. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the CITY, its officers, officials, employees or volunteers. d. The CONTRACTOR'S insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. 2. Workers' Compensation and Employers Liability Coverage. The insurer shall agree to waive all rights of subrogation against the CITY, its officers, officials, employees and volunteers for losses arising from work performed by the CONTRACTOR for the CITY. (e) Acceptability of Insurers. Insurance is to be placed with insurers with a Bests' rating of no ]es. than A:VII. ._ (f) Verification of Coverage. CONTRACTOR shall furnish CITY with certificates of insurance and with original endorsements effecting coverage required by this clause. 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 certificates and endorsements are to be received and approved by the CITY before work commences. The CITY reserves the right to require complete, certified copies of all required insurance policies, at any time. (g) Subcontractors. CONTRACTOR 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. (h) The Risk Manager of CITY may approve a variation in those insurance requirements upon a determination that the coverages, scope, limits and forms of such insurance are either not commercially available or that the CITY's interests are otherwise fully protected. .... Exhibit D Page 3 of5 4/1190 (..~ t.' 3. CONTRACTOR NO AGENT. Except as CITY may specify in writing, CONTRACTOR shall have no authority, express or implied, to act on behalf of CITY in any capacity whatsoever as an agent. . CONTRACTOR shall have no authority, express or implied, pursuant to this Agreement to bind CITY to any obligation whatsoever. 4. ASSIGNMENT PROHIBITED. No party to this Agreement may assign any right or obligation pursuant to this Agreement. Any attempted or purported assignment of any right or obligation pursuant to this Agreement shall be void and of no effect. 5. PERSONNEL. CONTRACTOR shall assign only competent personnel to perform services pursuant to this Agreement. In the event that CITY, in its sole discretion, at any time during the term of this Agreement, desires the removal of any such persons, CONTRACTOR shall, immediately upon receiving notice from CITY of such desire of CITY, cause the removal of such person or persons. 6. STANDARD OF PERFORMANCE. CONTRACTOR shall perform all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the . profession in which CONTRACTOR is engaged in the geographical area in which CONTRACTOR practices his profession. All instruments of service of whatsoever nature which CONTRACTOR delivers to CITY pursuant to this Agreement shall be prepared in a substantial, first class and workmanlike manner and conform to the standards of quality normally observed by a person practicing in CONTRACTOR's profession. 7. HOLD HARMLESS AND RESPONSIBILITY OF CONTRACTORS. CONTRACTOR shall take all responsibility for the work, shall bear all losses and damages directly or indirectly resulting to him, to any subcontractor, to the CITY, to CITY officers and employees, or to parties designated by the CITY, on account of the performance or character of the work, unforeseen difficulties, accidents, occurrences or other causes predicated on active or passive negligence of the CONTRACTOR or any subcontractor. CONTRACTOR shall indemnify, defend and hold harmless the CITY, its officers, officials, directors, employees and agents from and against any or all loss, liability, expense, claim, costs (including costs of defense), suits, and damages of every kind, nature and description directly or indirectly arising from the performance of the work. This paragraph shall not be construed to exempt the CITY, its employees and . officers from its own fraud, willful injury or violation oflaw whether willful or negligent. Exhibit D Page 4 of5 4/1/90 ;;'1 For purposes of Section 2782 of the Civil Code the parties hereto recogmze and agree that this agreement is not a construction contract. By execution of this agreement CONTRACTOR acknowledges and agrees that he has read and understands the provisions hereof and that this paragrap:'. is a material element of consideration. 8. Approval of the insurance contracts does not relieve the CONTRACTOR or subcontractors from liability under this paragraph. GOVERNMENTAL REGULATIONS. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, CONTRACTOR shall comply with all applicable rules and ..' regulations to which CITY is bound by the terms of such fiscal assistance program. 9. DOCUMENTS. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda or other written documents or materials prepared by CONTRACTOR pursuant to this Agreement shall become the property of CITY upon completion of the work to be performed hereunder or upon termination of the Agreement. .::. .',- '.., ,. ~ ':~ :." : .~- :' Exhibit D Page 5 of5 4/1 /90 g:agenda \96\4-9contr >> .: ::, STANDARD CONTRACTUAL SERVICES AGREEMENT THIS AGREEMENT is made at Dublin, California, as of April 2, 1997. by and between the CITY OF .UBLIN, a municipal corporation ("CITY"), and Jerry Haag and Associates ("CONTRACTOR"), who agree as follows: 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, CONTRACTOR shall provide to CITY the services described in Exhibit A, CONTRACTOR shall provide said services at the time, place and in the manner specified in Exhibit A. 2. PAYMENT. CITY shall pay CONTRACTOR for services rendered pursuant to this Agreement at the time and in the manner set forth in Exhibit B. The payments specified in Exhibit B shall be the only payments to be made to CONTRACTOR for services rendered pursuant to this Agreement. CONTRACTOR shall submit all billings for said services to CITY in the manner specified in Exhibit B; or. if no manner be specified in Exhibit B, then according to the usual and customary procedures and practices which .ONTRACTOR uses for billing clients similar to CITY. 3. FACILITIES AND EQUIPMENT. Except as set forth in Exhibit C, CONTRACTOR shall, at its sole cost and expense, furnish all facilities and equipment which may be required for furnishing services pursuant to this Agreement. CITY shall furnish to CONTRACTOR only the facilities and equipment listed in Exhibit C according to the terms and conditions set forth in Exhibit C. 4. GENERAL PROVISIONS. The general provisions set forth in Exhibit D are part of this Agreement. In the event of any inconsistency between said general provisions and any other terms or conditions of this Agreement, the other term or condition shall control insofar as it is inconsistent with the general provisions. 5. EXlllBITS. All exhibits referred to herein are attached hereto and are by this reference .corporated herein. . ,'/) / ("':J EXHiBIT Z. 3 6. CONTRACT ADMINISTRATION. This Agreement shall be administered by Richard C. Ambrose ("ADMINISTRATOR"). All correspondence shall be directed to or through the ADMINISTRATOR or his or her designee. :. 7. NOTICES. Any written notice to CONTRACTOR shall be sent to: Jerry Haag, Principal Jerry Haag and Associates 2029 University Avenue Berkeley, CA 94704 Any written notice to CITY shall be sent to: City of Dublin Attn.: Richard Ambrose P. O. Box 2340 Dublin, CA 94568 Executed as of the day first above stated: ." ;~ , CITY OF DUBLIN a municipal corporation By "CITY" Attest: City Clerk By "CONTRACTOR" Approved as to form: City Attorney ,'. :.', ;l /./ :... ~. .,..... EXHIBIT A SCOPE OF SERVICES . Provision of Planning and other development services and/or Biological consulting services to the City of Dublin regarding . Processing of development entitlements . Conducting biological surveys as may be required in conjunction with development entitlements Said services shall be performed at the direction of the Community Development Director on an as needed basis. The term of this contract shall commence on April 2, 1997 and terminate on April 2, 1999. .. . Exhibit A Page 1 of 1 4/1 /90 , - ~r; EXHIBIT B PAYMENT SCHEDULE '. CITY shall pay CONTRACTOR an amount not to exceed $70.00 per hour for consulting services to be performed pursuant to this Agreement. The hourly rate is inclusive of all staff support and no additional amounts shall be payable for faxing, postage, messengers and other material costs. CONTRACTOR shall submit monthly invoices during the term of this Agreement, but not more often than once a month. The total hourly sum stated above shall be the total which CITY shall pay for the hourly services to be rendered by CONTRACTOR pursuant to this Agreement. CITY shall not pay any additional sum for any expense or cost whatsoever incurred by CONTRACTOR in rendering services pursuant to this Agreement. .-' CITY shall make no payment for any extra, further or additional service pursuant to this Agreement ,.' ,.' unless such extra service and the price therefor is agreed to in writing executed by the City Manager or other designated official of CITY authorized to obligate CITY thereto prior to the time such extra service is rendered. :.. ,. The services to be provided under this Agreement may be terminated without cause at any point in time , . '., in the sole and exclusive discretion of CITY. In this event, CITY shall compensate the CONTRACTOR for all outstanding costs incurred as of the date of written notice thereof and shall terminate this Agreement. CONTRACTOR shall maintain adequate logs and timesheets in order to verify costs incurred to date. The CONTRACTOR is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of a fully executed Purchase Order from the Finance Department of the , .... City of Dublin, Exhibit B Page 1 of I 411/90 ~~ :. ,- '. EXHIBIT C . CITY shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for CONTRACTOR'S use while consulting with CITY employees and reviewing records and the information in possession of CITY. The location, quantity, and time of furnishing said physical facilities shall be in the sole discretion of CITY. In no event shall CITY be obligated to furnish any facility '. which may involve incurring any direct expense, including, but not limiting the generality of this exclusion, long-distance telephone or other communication charges, vehicles, and reproduction facilities, . '> ... -:'1 Exhibit C Page 1 of 1 4/1/90 J/l . EXHIBIT D GENERAL PROVISIONS 1. INDEPENDENT CONTRACTOR. At all times during the term of this Agreemen':. CONTRACTOR shall be an independent contractor and shall not be an employee of CITY. CITY shall have the right to control CONTRACTOR only insofar as the results of CONTRACTOR'S services rendered pursuant to this Agreement; however, CITY shall not have the right to control the means by which CONTRACTOR accomplishes services rendered pursuant to this Agreement. 2. LICENSES: PERMITS: ETC. CONTRACTOR represents and warrants to CITY that he has all licenses, permits, qualifications and approvals of whatsoever nature which are legally required for CONTRACTOR to practice his profession. CONTRACTOR represents and warrants to CITY that CONTRACTOR shalL at his sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals which are legally required for CONTRACTOR to practice his profession. 3. TIME, CONTRACTOR shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary for satisfactory performance of CONTRACTOR'S obligations pursuant to this Agreement. ." 4. INSURANCE REQUIREMENTS. CONTRACTOR shall procure and maintain for the duratio~. -. of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the CONTRACTOR, his agents, representatives, employees or subcontractors. (a) Minimum Scope of Insurance. Coverage shall be at least as broad as: 1. Insurance Services Office form number GL 0002 (Ed.l/73) covering comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability; or Insurance Services Office Commercial General Liability coverage ("occurrence" form CG 0001.) 2. Insurance Services Office form number CA 0001 (Ed. 1/78) covenng Automobile Liability, code 1 "any auto" and endorsement CA 0025. 3. Workers' Compensation Insurance as required by the Labor Code of the State of Exhibit D Page 1 of5 4/1 /90 ;.2 California and Employers Liability Insurance. :,. ,~ (b) Minimum Limits of Insurance. CONTRACTOR shall maintain limits no less than: . 1. General Liability: $1,000,000 combined single limit per occurrence for bodily injury, personal injury and property damage. If commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 2. Automobile Liability: $1,000,000 combined single limit per accident for bodily injury and property damage. 3. Workers' Compensation and Employers Liability: Workers' Compensation limits as required by the Labor Code of the State of California and Employers Liability limits of $1,000,000 per accident. (c) Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the CITY. At the option of the CITY, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the CITY, its officers, officials and employees; or the CONTRACTOR shall procure a bond guaranteeing payment of . losses and related investigations, claim administration and defense expenses. Other Insurance Provisions. The policies are to contain, or be endorsed to contain, the following (d) provIswns: 1. General Liability and Automobile Liability Coverages. a. The CITY, its officers, officials, employees and volunteers are to be covered as insureds as respects: liability arising out of activities performed by or on behalf of the CONTRACTOR; products and completed operations of the CONTRACTOR, premises owned, occupied or used by the CONTRACTOR, or automobiles owned, leased, hired or borrowed by the CONTRACTOR. The coverage shall contain no special limitations on the scope of the protection afforded to the CITY, its officers, officials, employees or volunteers. .xhibit D age 2 of 5 ,. ,,/1 /90 .. Q ~I b. The CONTRACTOR'S insurance coverage shall be primary insurance as respects the CITY, its officers, officials, employees and volunteers. Any insurance or self- insurance maintained by the CITY, its officers, officials, employees or VOlunteer. shall be excess of the CONTRACTOR'S insurance and shall not contribute with it. c. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the CITY, its officers, officials, employees or volunteers. d. The CONTRACTOR'S insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. 2. Workers' Compensation and Employers Liability Coverage. The insurer shall agree to waive all rights of subrogation against the CITY, its officers, officials, employees and volunteers for losses arising from work performed by the CONTRACTOR for the CITY. (e) Acceptability of Insurers. Insurance is to be placed with insurers with a Bests' rating of no les~. than A:VII. '" ' (f) Verification of Coverage. CONTRACTOR shall furnish CITY with certificates of insurance and :,' with original endorsements effecting coverage required by this clause. 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 certificates and endorsements are to be received and approved ...... by the CITY before work commences. The CITY reserves the right to require complete, certified copies of all required insurance policies, at any time. (g) Subcontractors. CONTRACTOR 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. (h) The Risk Manager of CITY may approve a variation in those insurance requirements upon a determination that the coverages, scope, limits and forms of such insurance are either not commercially available or that the CITY's interests are otherwise fully protected. :. Exhibit D Page 3 of 5 4/1/90 ~J~. i" -=- '" -'. CONTRACTOR NO AGENT. Except as CITY may specify in writing, CONTRACTOR shall have no authority, express or implied, to act on behalf of CITY in any capacity whatsoever as an agent. . CONTRACTOR shall have no authority, express or implied, pursuant to this Agreement to bind CITY to any obligation whatsoever. 4. ASSIGNMENT PROHIBITED. No party to this Agreement may assign any right or obligation pursuant to this Agreement. Any attempted or purported assignment of any right or obligation pursuant to this Agreement shall be void and of no effect. 5. PERSONNEL. CONTRACTOR shall assign only competent personnel to perform services pursuant to this Agreement. In the event that CITY, in its sole discretion, at any time during the tenn of this Agreement, desires the removal of any such persons, CONTRACTOR shall, immediately upon receiving notice from CITY of such desire of CITY, cause the removal of such person or persons. 6. STANDARD OF PERFORMANCE. CONTRACTOR shall perform all services required pursuant to . profession in which CONTRACTOR is engaged in the geographical area in which CONTRACTOR practices his profession. All instruments of service of whatsoever nature which CONTRACTOR delivers to CITY pursuant to this Agreement shall be prepared in a substantial, first class and workmanlike manner and conform to the standards of quality normally observed by a person practicing in CONTRACTOR's profession. HOLD HARMLESS AND RESPONSIBILITY OF CONTRACTORS. CONTRACTOR shall take all 7. responsibility for the work, shall bear all losses and damages directly or indirectly resulting to him, to any subcontractor, to the CITY, to CITY officers and employees, or to parties designated by the CITY, .. on account of the performance or character of the work, unforeseen difficulties, accidents, occurrences or other causes predicated on active or passive negligence of the CONTRACTOR or any subcontractor. CONTRACTOR shall indemnify, defend and hold hannless the CITY, its officers, officials, directors, employees and agents from and against any or all loss, liability, expense, claim, costs (including costs of defense), suits, and damages of every kind, nature and description directly or indirectly arising from the perfonnance of the work. This paragraph shall not be construed to exempt the CITY, its employees and . officers from its own fraud, willful injury or violation of law whether willful or negligent. Exhibit D Page 4 of5 4/D90 -; I For purposes of Section 2782 of the Civil Code the parties hereto recognize and agree that this agreement is not a construction contract. By execution of this agreement CONTRACTU:':... " acknowledges and agrees that he has read and understands the provisions hereof and that this paragraph is a material element of consideration. Approval of the insurance contracts does not relieve the CONTRACTOR or subcontractors from liability under this paragraph. 8. GOVERNMENTAL REGULATIONS. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, CONTRACTOR shall comply with all applicable rules and regulations to which CITY is bound by the terms of such fiscal assistance program. ;:. 9, DOCUMENTS. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda or other written documents or materials prepared by CONTRACTOR pursuant to this Agreement shall become the property of CITY upon completion of the work to be performed hereunder or upon termination of the Agreement. ':.:.'. . ~";-. Exhibit D Page 5 of 5 4/1190 " '. )<'- :.:. '.'.-. . . . - . . , . " .,' .- STANDARD CONTRACTUAL SERVICES AGREEMENT THIS AGREEMENT is made at Dublin, California, as of April 2, 1997, by and between the CITY OF .UBLIN, a municipal corporation ("CITY"), and Erny Planning & Management Associates . ("CONTRACTOR"), who agree as follows: 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, CONTRACTOR shall provide to CITY the services described in Exhibit A. CONTRACTOR shall provide said services at the time, place and in the manner specified in Exhibit A. 2. PAYMENT. CITY shall pay CONTRACTOR for services rendered pursuant to this Agreement at the time and in the manner set forth in Exhibit B. The payments specified in Exhibit B shall be the only payments to be made to CONTRACTOR for services rendered pursuant to this Agreement. CONTRACTOR shall submit all billings for said services to CITY in the manner specified in Exhibit B; or, if no manner be specified in Exhibit B, then according to the usual and customary procedures and practices which .ONTRACTOR uses for billing clients similar to CITY. 3. FACILITIES AND EQUIPMENT. Except as set forth in Exhibit C, CONTRACTOR shall, at its sole cost and expense, furnish all facilities and equipment which may be required for furnishing services pursuant to this Agreement. CITY shall furnish to CONTRACTOR only the facilities and equipment listed in Exhibit C according to the terms and conditions set forth in Exhibit C. 4. GENERAL PROVISIONS. The general provisions set forth in Exhibit D are part of this Agreement. In the event of any inconsistency between said general provisions and any other terms or conditions of this Agreement, the other term or condition shall control insofar as it is inconsistent with the general provisions. 5. EXHIBITS. All exhibits referred to herein are attached hereto and are by this reference .corporated herein. ""? j EXHIBIT l. ~ 6. CONTRACT ADMINISTRATION. This Agreement shall be administered by Richard C. Ambrose ("ADMINISTRATOR"). All correspondence shall be directed to or through the ADMINISTRATOR or his or her designee. '. 7. NOTICES. Any written notice to CONTRACTOR shall be sent to: Ronald G. Emy Emy Planning & Management Associates 1409 Voltaire Drive Roseville, CA 95747 Any written notice to CITY shall be sent to: City of Dublin Attn: Richard Ambrose P. O. Box 2340 Dublin. CA 94568 Executed as of the day first above stated: ::. CITY OF DUBLIN a municipal corporation ~' By "CITY" Attest: City Clerk By "CONTRACTOR" Approved as to form: City Attorney 9'1 ,:. EXIDBIT A SCOPE OF SERVICES . Provision of Planning and other development services and/or Biological consulting services to the City of Dublin regarding . Processing of development entitlements . Conducting biological surveys as may be required in conjunction with development entitlements Said services shall be performed at the direction of the Community Development Director on an as needed basis, The term of this contract shall commence on April 2, 1997 and terminate on April 2, 1999. '. ., Exhibit A Page 1 of 1 4/1/90 .~5 ~-. ----------------------------------------------------------------------------------------------------------------------------------- COPIES TO: Consultants g;agendas\97\2-J 8ccsr ITEM NO. EXIDBIT B PA YMENT SCHEDULE '. CITY shall pay CONTRACTOR an amount not to exceed $70.00 per hour for consulting services to be performed pursuant to this Agreement. The hourly rate is inclusive of all staff support and no additional amounts shall be payable for faxing, postage, messengers or other material costs. CONTRACTOR shall submit monthly invoices during the term of this Agreement, but not more often than once a month. The total hourly sum stated above shall be the total which CITY shall pay for the hourly services to be rendered by CONTRACTOR pursuant to this Agreement. CITY shall not pay any additional sum for any expense or cost whatsoever incurred by CONTRACTOR in rendering services pursuant to this Agreement. CITY shall make no payment for any extra, further or additional service pursuant to this Agreement unless such extra service and the price therefor is agreed to in writing executed by the City Manager or other designated official of CITY authorized to obligate CITY thereto prior to the time such extra service is rendered::~. The services to be provided under this Agreement may be terminated without cause at any point in time in the sole and exclusive discretion of CITY. In this event, CITY shall compensate the CONTRACTOR for all outstanding costs incurred as of the date of written notice thereof and shall terminate this Agreement. ..,;. CONTRACTOR shall maintain adequate logs and timesheets in order to verifY costs incurred to date. .' .,. -- The CONTRACTOR is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of a fully executed Purchase Order from the Finance Department of the City of Dublin. Exhibit B Page 1 of 1 4/1 /90 ~ t, 7 ." :""::'" .~:.1 ExmBIT C '. CITY shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for CONTRACTOR'S use while consulting with CITY employees and reviewing records and the information in possession of CITY. The location, quantity, and time of furnishing said physical facilities shall be in the sole discretion of CITY. In no event shall CITY be obligated to furnish any facility which may involve incurring any direct expense, including, but not limiting the generality of this exclusion, long-distance telephone or other communication charges, vehicles, and reproduction facilities. '. Exhibit C Page 1 of 1 4/1/90 -,1 '.. EXHIBIT D GENERAL PROVISIONS INDEPENDENT CONTRACTOR. At all times during the term of this Agreemenfe 1. CONTRACTOR shall be an independent contractor and shall not be an employee of CITY. CITY shall have the right to control CONTRACTOR only insofar as the results of CONTRACTOR'S services rendered pursuant to this Agreement; however, CITY shall not have the right to control the means by which CONTRACTOR accomplishes services rendered pursuant to this Agreement. 2. LICENSES: PERMITS: ETC. CONTRACTOR represents and warrants to CITY that he has all licenses, permits, qualifications and approvals of whatsoever nature which are legally required for ,; CONTRACTOR to practice his profession. CONTRACTOR represents and warrants to CITY that '. CONTRA.CTOR shall, at his sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals which are legally required for CONTRA.CTOR to practice his profession. 3. TIME. CONTRACTOR shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary for satisfactory performance of CONTRACTOR'S obligations'" pursuant to this Agreement. 4. e.. ': '-- INSURANCE REOUIREMENTS. CONTRACTOR shall procure and maintain for the duration '..:; of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the CONTRACTOR, his agents, representatives, ..-, employees or subcontractors. ..': .,' (a) Minimum Scope ofInsurance. Coverage shall be at least as broad as: 1. Insurance Services Office form number GL 0002 (Ed.l/73) covering comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability; or Insurance Services Office Commercial '., General Liability coverage ("occurrence" form CG 0001.) 2. Insurance Services Office form number CA 0001 (Ed. 1/78) covenng Automobile Liability, code 1 "any auto" and endorsement CA 0025. ... ,). Workers' Compensation Insurance as required by the Labor Code of the State of e.. Exhibit D Page 1 of5 $~ California and Employers Liability Insurance. (b) Minimum Limits of Insurance. CONTRACTOR shall maintain limits no less than: . 1. General Liability: $1,000,000 combined single limit per occurrence for bodily injury, personal injury and property damage. If commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 2, Automobile Liability: $1,000,000 combined single limit per accident for bodily injury and property damage. 3. Workers' Compensation and Employers Liability: Workers' Compensation limits as required by the Labor Code of the State of California and Employers Liability limits of $1,000,000 per accident. (c) Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the CITY. At the option of the CITY, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the CITY, its officers, officials and employees; or the CONTRACTOR shall procure a bond guaranteeing payment of . losses and related investigations, claim administration and defense expenses, Other Insurance Provisions. The policies are to contain, or be endorsed to contain, the following (d) proVIsIOns: 1. General Liability and Automobile Liability Coverages. a. The CITY, its officers, officials, employees and volunteers are to be covered as insureds as respects: liability arising out of activities performed by or on behalf of the CONTRACTOR; products and completed operations of the CONTRACTOR, premises owned, occupied or used by the CONTRACTOR, or automobiles owned, leased, hired or borrowed by the CONTRACTOR, The coverage shall contain no special limitations on the scope of the protection afforded to the CITY, its officers, officials, employees or volunteers. Exhibit D .page 2 of 5 , ~'1 (g) (h) Exhibit D Page 3 of5 '-It> b. The CONTRACTOR'S insurance coverage shall be primary insurance as respects the CITY, its officers, officials, employees and volunteers. Any insurance or self- insurance maintained by the CITY, its officers, officials, employees or vOlunteer. shall be excess of the CONTRACTOR'S insurance and shall not contribute with it. c. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the CITY, its officers, officials, employees or volunteers. d. The CONTRACTOR'S insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. 2. Workers' Compensation and Employers Liability Coverage. The insurer shall agree to waive all rights of subrogation against the CITY, its officers, officials, employees and volunteers for losses arising from work performed by the CONTRACTOR for the CITY. (e) Acceptability of Insurers. Insurance is to be placed with insurers with a Bests' rating of no less. than A:VII. . (f) Verification of Coverage. CONTRACTOR shall furnish CITY with certificates of insurance and :- with original endorsements effecting coverage required by this clause. 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 certificates and endorsements are to be received and approved by the CITY before work commences. The CITY reserves the right to require complete, certified copies of all required insurance policies, at any time. ". Subcontractors. CONTRACTOR 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. The Risk Manager of CITY may approve a variation in those insurance requirements upon a ....'. determination that the coverages, scope, limits and forms of such insurance are either not commercially available or that the CITY's interests are otherwise fully protected. .. .. 3. CONTRACTOR NO AGENT. Except as CITY may specify in writing, CONTRACTOR shall have no authority, express or implied, to act on behalf of CITY in any capacity whatsoever as an agent. '. CONTRACTOR shall have no authority, express or implied, pursuant to this Agreement to bind CITY to any obligation whatsoever. 4. ASSIGNMENT PROHIBITED. No party to this Agreement may assign any right or obligation pursuant to this Agreement. Any attempted or purported assignment of any right or obligation pursuant to this Agreement shall be void and of no effect. 5. PERSONNEL. CONTRACTOR shall assign only competent personnel to perform services pursuant to this Agreement. In the event that CITY, in its sole discretion, at any time during the term of this Agreement, desires the removal of any such persons, CONTRACTOR shall, immediately upon receiving notice from CITY of such desire of CITY, cause the removal of such person or persons. 6. STANDARD OF PERFORMANCE, CONTRACTOR shall perform all services required pursuant to . this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which CONTRACTOR is engaged in the geographical area in which CONTRACTOR practices his profession. All instruments of service of whatsoever nature which CONTRACTOR delivers to CITY pursuant to this Agreement shall be prepared in a substantial, first class and workmanlike manner and conform to the standards of quality normally observed by a person practicing .. in CONTRACTOR's profession. 7. HOLD HARMLESS AND RESPONSIBILITY OF CONTRACTORS. CONTRACTOR shall take all responsibility for the work, shall bear all losses and damages directly or indirectly resulting to him, to on account of the performance or character of the work, unforeseen difficulties, accidents, occurrences or other causes predicated on active or passive negligence of the CONTRACTOR or any subcontractor. CONTRACTOR shall indemnify, defend and hold harmless the CITY, its officers, officials, directors, employees and agents from and against any or all loss, liability, expense, claim, costs (including costs of defense), suits, and damages of every kind, nature and description directly or indirectly arising from the performance of the work. This paragraph shall not be construed to exempt the CITY, its employees and . officers from its own fraud, willful injury or violation of law whether willful or negligent. :ixhibit D Page 4 of5 &./' For purposes of Section 2782 of the Civil Code the parties hereto recognize and agree that this agreement is not a construction contract. By execution of this agreement CONTRACTOR acknowledges and agrees that he has read and understands the provisions hereof and that this paragrap~,::.. is a material element of consideration. Approval of the insurance contracts does not relieve the CONTRACTOR or subcontractors from liability under this paragraph. 8. GOVERNMENTAL REGULATIONS. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, CONTRACTOR shall comply with all applicable rules and regulations to which CITY is bound by the terms of such fiscal assistance program. 9. DOCUMENTS. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda or other written documents or materials prepared by CONTRACTOR pursuant to this Agreement shall become the property of CITY upon completion of the work to be performed hereunder or upon termination of the Agreement. .., .: , .' ., .; Exhibit D Page 5 of5 g:agenda\96\4-9contr '-Ii'- ". ,:-,-e " , STANDARD CONTRACTUAL SERVICES AGREEMENT THIS AGREEMENT is made at Dublin, California, as of April 2, 1997, by and between the CITY OF e)UBLIN, a municipal corporation ("CITY"), and LSA Associates, Inc. ("CONTRACTOR"), who agree as follows: 1. SERVICES, Subject to the terms and conditions set forth in this Agreement, CONTRACTOR shall provide to CITY the services described in Exhibit A. CONTRACTOR shall provide said services at the time, place and in the manner specified in Exhibit A. 1. PAYMENT. CITY shall pay CONTRACTOR for services rendered pursuant to this Agreement at the time and in the manner set forth in Exhibit B. The payments specified in Exhibit B shall be the only payments to be made to CONTRACTOR for services rendered pursuant to this Agreement. CONTRACTOR shall submit all billings for said services to CITY in the manner specified in Exhibit B; or, if no manner be specified in Exhibit B, then according to the usual and customary procedures and practices which .ONTRACTOR uses for billing clients similar to CITY. 3. FACILITIES AND EQUIPMENT. Except as set forth in Exhibit C, CONTRACTOR shall, at its sole cost and expense, furnish all facilities and equipment which may be required for furnishing services pursuant to this Agreement. CITY shall furnish to CONTRACTOR only the facilities and equipment listed in Exhibit C according to the terms and conditions set forth in Exhibit C. 4. GENERAL PROVISIONS. The general provisions set forth in Exhibit D are part of this Agreement. In the event of any inconsistency between said general provisions and any other terms or conditions of this Agreement, the other term or condition shall control insofar as it is inconsistent with the general provisions. 5. EXHIBITS. All exhibits referred to herein are attached hereto and are by this reference .corporated herein. ':--- y~ EXHIBIT Z. 5 6. CONTRACT ADMINISTRATION. This Agreement shall be administered by Richard C. lunbrose ("ADMINISTRATOR"). All correspondence shall be directed to or through the ADMINISTRATOR or his or her designee. '. 7. NOTICES. Any written notice to CONTRACTOR shall be sent to: LSA Associates, Inc. Malcolm J. Sproul, Principal 157 Park Place Pt. Richmond, CA 94801 . , ... Any written notice to CITY shall be sent to: City of Dublin Attn.: Richard Ambrose p, O. Box 2340 Dublin. CA 94568 -- . , Executed as of the day first above stated: ". CITY OF DUBLIN a municipal corporation '.;,. By '. ' "CITY" Attest: City Clerk Approved as to form: By "CONTRACTOR" City Attorney ~~ ,.:,,": , , , , EXIllBIT A SCOPE OF SERVICES ,. Provision of Planning and other development services and/or Biological consulting services to the City of Dublin regarding . Processing of development entitlements . Conducting biological surveys as may be required in conjunction with development entitlements Said services shall be performed at the direction of the Community Development Director on an as needed basis. The term of this contract shall commence on April 2, 1997 and terminate on April 2, 1999. . :. Exhibit A Page 1 of 1 4/1 /90 ~~ EXHIBIT B PAYMENT SCHEDULE CITY shall pay CONTRACTOR an amount not to exceed $70.00 per hour for consulting services to be performed pursuant to this Agreement. The hourly rate is inclusive of all staff support and no additional amounts shall be payable for faxing, postage, messengers and other material costs. CONTRACTOR shall submit monthly invoices during the term of this Agreement, but not more often than once a month, The total hourly sum stated above shall be the total which CITY shall pay for the hourly services .:. ',-: " to be rendered by CONTRACTOR pursuant to this Agreement. CITY shall not pay any additional sum for any expense or cost whatsoever incurred by CONTRACTOR in rendering services pursuant to this Agreement, CITY shall make no payment for any extra, further or additional service pursuant to this Agreement unless such extra service and the price therefor is agreed to in writing executed by the City Manager or,other designated official of CITY authorized to obligate CITY thereto prior to the time such extra service is rendered. e.. : .: '. . . . ' .-- The services to be provided under this Agreement may be terminated without cause at any point in . ,-. .'. time in the sole and exclusive discretion of CITY. In this event, CITY shall compensate the CONTRACTOR for all outstanding costs incurred as of the date of written notice thereof and shall terminate this Agreement. CONTRACTOR shall maintain adequate logs and time sheets in order to verify costs incurred to date. The CONTRACTOR is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of a fully executed Purchase Order from the Finance Department of the City of Dublin. Exhibit B Page 1 of 1 4/1/90 ~6 '.' --. .,'.'-- EXI-llBIT C . CITY shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for CONTRACTOR'S use while consulting with CITY employees and reviewing records and the information in possession of CITY. The location, quantity, and time of furnishing said physical facilities shall be in the sole discretion of CITY. In no event shall CITY be obligated to furnish any facility which may involve incurring any direct expense, including, but not limiting the generality of this exclusion, long-distance telephone or other communication charges, vehicles, and reproduction facilities. . Exhibit C Page 1 of 1 4/1/90 Y? . EXHIBIT D GENERAL PROVISIONS I. INDEPENDENT CONTRACTOR. At all times during the term of this Agreement, '. CONTMCTOR shall be an independent contractor and shall not be an employee of CITY. CITY shall have the right to control CONTRACTOR only insofar as the results of CONTMCTOR'S services rendered pursuant to this Agreement; however, CITY shall not have the right to control the means by which CONTRACTOR accomplishes services rendered pursuant to this Agreement. 2. LICENSES: PERMITS: ETC. CONTRACTOR represents and warrants to CITY that he has all licenses, permits, qualifications and approvals of whatsoever nature which are legally required for CONTRA.CTOR to practice his profession. CONTRACTOR represents and warrants to CITY that CONTMCTOR shall, at his sole cost and expense, keep in effect at all times during the tern1 of this Agreement any licenses, permits, and approvals which are legally required for CONTRA.CTOR to practice his profession. 3. TIME. CONTRACTOR shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary for satisfactory performance of CONTMCTOR'S ,.' ,;. . , obligations pursuant to this Agreement. 4. INSURANCE REQUIREMENTS. CONTRA.CTOR shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may .. - , arise from or in connection with the performance of the work hereunder by the CONTRACTOR, his .. .. agents, representatives, employees or subcontractors. , , "" (a) Minimum Scope ofInsurance. Coverage shall be at least as broad as: 1. Insurance Services Office form number GL 0002 (Ed. 1/73) covenng comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability; or Insurance Services Office Commercial General Liability coverage (" occurrence II form CO 0001.) 2. Insurance Services Office form number CA 0001 (Ed. 1/78) covering Automobile Liability, code 1 "any auto" and endorsement CA 0025. Workers' Compensation Insurance as required by the Labor Code of the State of ::. .., :>. Exhibit D Page I of5 4/1/90 ~f California and Employers Liability Insurance. . . . (b) Minimum Limits of Insurance. CONTRACTOR shall maintain limits no less than: 1. General Liability: $1,000,000 combined single limit per occurrence for bodily injury, personal injury and property damage. If commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 2. Automobile Liability: $1,000,000 combined single limit per accident for bodily injury and property damage. 3. Workers' Compensation and Employers Liability: Workers' Compensation limits as required by the Labor Code of the State of California and Employers Liability limits of $1,000,000 per accident. (c) Deductibles and Self-Insured Retentions, Any deductibles or self-insured retentions must be declared to and approved by the CITY. At the option of the CITY, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the CITY, its officers, officials and employees; or the CONTRACTOR shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. (d) Other Insurance Provisions, The policies are to contain, or be endorsed to contain, the following provisions: " , 1. General Liability and Automobile Liability Coverages. a. The CITY, its officers, officials, employees and volunteers are to be covered as insureds as respects: liability arising out of activities performed by or on behalf of the CONTRACTOR; products and completed operations of the CONTRACTOR, premIses owned, occupied or used by the CONTRACTOR, or automobiles owned, leased, hired or borrowed by the CONTRACTOR. The coverage shall contain no special limitations on the scope of the protection afforded to the CITY, its officers, officials, employees or volunteers. Exhibit D Page 2 of5 4/1/90 ~q b. The CONTRACTOR'S insurance coverage shall be primary insurance as respects the CITY, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the CITY, its officers, officials, employees or volunteers shall be excess of the CONTRACTOR'S insurance and shall not contribute with it. c. Any failure to comply with reporting provisions of the policies shall not :":. affect coverage provided to the CITY, its officers, officials, employees or .. volunteers. d. The CONTRACTOR'S msurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. 2. Workers' Compensation and Employers Liability Coverage. The insurer shall agree to waive all rights of subrogation against the CITY, its officers, officials, employees and volunteers for losses arising from work performed by the CONTRACTOR for the CITY. (e) Acceptabilitv of Insurers. Insurance is to be placed with insurers with a Bests' rating of no less than A:VII. (f) Verification of Coverage. CONTRACTOR, shall furnish CITY with certificates of insurance and with original endorsements effecting coverage required by this clause. 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 certificates and endorsements are to be received and approved by the CITY before work commences. The CITY reserves the right to require complete, certified copies of all required insurance policies, at any time. (g) Subcontractors. CONTRACTOR shall include all subcontractors as insureds under its (h) Exhibit D 50 Page 3 of5 .-. , , ".., '.. . , ,', . ., policies or shall furnish separate certificates and endorsements for each subcontractor. All .' coverages for subcontractors shall be subj ect to all of the requirements stated herein. ~ : The Risk Manager of CITY may approve a variation in those insurance requirements upon a determination that the coverages, scope, limits and forms of such insurance are either not commercially available or that the CITY's interests are otherwise fully protected. .... , , . , . . ~ . " - :. . . ; ~- . . . CONTRACTOR NO AGENT. Except as CITY may specify in writing, CONTRACTOR shall have no authority, express or implied, to act on behalf of CITY in any capacity whatsoever as an agent. CONTRACTOR shall have no authority, express or implied, pursuant to this Agreement to bind CITY to any obligation whatsoever. ASSIGNMENT PROHIBITED. No party to this Agreement may assign any right or obligation pursuant to this Agreement. Any attempted or purported assignment of any right or obligation pursuant to this Agreement shall be void and of no effect. PERSONNEL. CONTRACTOR shall assign only competent personnel to perform servIces pursuant to this Agreement. In the event that CITY, in its sole discretion, at any time during the term of this Agreement, desires the removal of any such persons, CONTRACTOR shall, immediately upon receiving notice from CITY of such desire of CITY, cause the removal of such person or persons. 6. STANDARD OF PERFORMANCE. CONTRACTOR shall perform all servIces required 3. 4, 5. pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which CONTRACTOR is engaged in the geographical area in which CONTRACTOR practices his profession. All instruments of service of whatsoever nature which CONTRACTOR delivers to CITY pursuant to this Agreement shall be prepared in a substantial, first class and workmanlike manner and conform to the standards of quality normally observed by a person practicing in CONTRACTOR's profession. HOLD HARMLESS AND RESPONSIBILITY OF CONTRACTORS. CONTRACTOR shall take all responsibility for the work, shall bear all losses and damages directly or indirectly resulting to him, to any subcontractor, to the CITY, to CITY officers and employees, or to parties designated by the CITY, on account of the performance or character of the work, unforeseen difficulties, accidents, occurrences or other causes predicated on active or passive negligence of the CONTRACTOR or any subcontractor. CONTRACTOR shall indemnify, defend and hold harmless the CITY, its officers, officials, directors, employees and agents from and against any or all loss, liability, expense, claim, costs (including costs of defense), suits, and damages of every kind, nature and description directly or indirectly arising from the performance of the work. This paragraph shall not be construed to exempt the CITY, its employees and officers from its own fraud, willful injury or violation of law whether willful or negligent. Exhibit D S I 7. For purposes of Section 2782 of the Civil Code the parties hereto recognize and agree that this agreement is not a construction contract. By execution of this agreement CONTRACTOR acknowledges and agrees that he has read and understands the provisions hereof and that this paragraph is a material element of consideration. Approval of the insurance contracts does not relieve the CONTRACTOR or subcontractors from liability under this paragraph. 8. GOVERNMENTAL REGULATIONS. To the e>.:tent that this Agreement may be funded by fiscal assistance from another governmental entity, CONTRACTOR shall comply with all applicable rules and regulations to which CITY is bound by the terms of such fiscal assistance program. 9. DOCUMENTS. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda or other written documents or materials prepared by CONTRACTOR pursuant to this Agreement shall become the property of CITY upon completion of the work to be perfonned hereunder or upon termination of the Agreement. Exhibit D Page 5 of5 4/1/90 g:agenda \96\4-9contr 5;:"'" . '. ".