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HomeMy WebLinkAbout4.12 - 3269 Contract Services Agreements with HERC Rent Page 1 of 3 STAFF REPORT CITY COUNCIL DATE: June 16, 2020 TO: Honorable Mayor and City Councilmembers FROM: Linda Smith, City Manager SUBJECT: Contract Services Agreements with HERC Rentals, Prime Time Entertainment, and Special Events Rentals for City Events Prepared by: Rich Jochner, Recreation Supervisor EXECUTIVE SUMMARY: The City Council will consider approving contract service agreements with HERC Rentals for rental of electrical equipment, Prime Time Entertainment for rental of lighting and sound equipment and Special Events Rentals for rental of tents, stages, and other event furniture for City-produced special events during Fiscal Years 2020 -22. STAFF RECOMMENDATION: 1) Adopt the Resolution Approving an Agreement with HERC Rentals for Electrical Equipment Rental for City-Produced Special Events During FY 2020-22; 2) Adopt the Resolution Approving an Agreement with Prime Time Entertainment for Lighting and Sound Equipment Rental for City-Produced Special Events During FY 2020-22; and 3) Adopt the Resolution Approving an Agreement with Special Events Rentals for Tents, Stages, and Other Event Furniture Rentals for City -Produced Special Events During FY 2020-22. FINANCIAL IMPACT: The agreement with HERC Rentals has a not-to-exceed amount of $54,157.54. The agreement with Primetime Entertainment has a not-to-exceed amount of $57,900.00. The agreement with Special Events has a not -to-exceed amount of $123,211.30. Sufficient funding for these services is included in the adopted Fiscal Year 2020-21 and projected Fiscal Year 2021-22 budgets. The resolutions approving these agreements also authorize the City Manager to increase the agreements an additional $20,000 for unforeseen circumstances such as new, unplanned events, that necessitate additional equipment rentals. These agreements will obligate the City to pay only for services rendered. While the COVID-19-related shutdowns have forced the cancellation of city events for the time being, executing these agreements now will help streamline procurement of services when they are needed and in anticipation of an eventual resumption of City Page 2 of 3 programming. DESCRIPTION: The City of Dublin routinely rents equipment for outdoor events. In Fiscal Years 2020 -21 and 2021-22, scheduled events thus far include Summer Concerts at the Amphitheater, Splatter, St. Patrick's Day, Holiday Tree Lighting and anticipated park dedications for Imagine Playground at the Dublin Sports Grounds , Don Biddle Community Park, and Clover Park. Per the City's purchasing policy, Staff conducted a formal bid process, with a Request for Proposals (RFP’s) published on April 8, 2020, and open through April 22, 2020. The RFPs (Attachments 7, 8 and 9) are based on maximum equipment for all events. The RFPs were published on the City’s website, with direct emails to known vendors that provided services in the past or provide similar services to other organizations. One bid for electrical generators and miscellaneous electrical equipment rental was received for Staff to review. The bid from HERC Rentals of $54,157.54 is within the adopted budget and financial plan for Fiscal Years 2020-22. HERC Rentals has provided similar equipment to the City for several years with an excellent customer service track record; therefore, Staff recommends City Council approve an agreement with HERC Rentals for the contract period of July 1, 2020 - June 30, 2022. Five bids for lighting and sound services were received for Staff to review. Bids were received by AV Images, The M&M Group, M&S Audio, Primetime Entertainment, and Sound Skillz. The bid from Primetime Entertainment of $57,900.00 is within the adopted budget and financial plan for Fiscal Years 2020-22 and was the lowest of the five bids. Table 1 reflects the five companies that responded to the RFP and associated bid amounts. Table 1. Lighting and Sound Equipment RFP Responses Company Bid Amount Primetime Entertainment $57,900 M & S Audio $60,200 Sound Skillz $104,150 The M&M Group $108,000 AV Images $334,526 Based on the ability to deliver all desired types of equipment at the lowest possible price, Staff recommends City Council approve an agreement with Primetime Entertainment for the contract period of July 31, 2020 - June 30, 2022. Two bids for staging, tenting and furniture rentals were received and were reviewed by Staff. Bids were received from Special Events and Stuart Rentals. The low bid of $157,518.56 by Special Events Rentals exceeds the recently adopted budget amount of $123,211.30. Staff is confident that the budg eted amount is sufficient for the events planned during the term of the agreement and recommends a not-to-exceed amount of Page 3 of 3 $123,211.30 to match the budget. Special Events has proven to be flexible in working with Staff in the past to help keep costs within budget and Staff seldom orders the maximum equipment possible as outlined in the RFP. The RFP is written for more than what is typically needed to run existing events. This is done to ensure the vendor has the capability to provide additional services if needed. Examples of this would be extreme weather affecting multiple events throughout the year and/or the addition of new, unplanned, events. Table 2 below reflects the two companies that responded to the RFP and associated bid amounts. Table 2. Staging, Tenting, and other Furniture RFP Responses Company Bid Amount Special Events Rentals $157,518.56 Stuart Rental $226,290.34 Special Events has provided similar equipment to the City for several years with an excellent customer service track record. Staff recommends City Council approve an agreement with Special Events for the contract period of July 1, 2020 - June 30, 2022. STRATEGIC PLAN INITIATIVE: None. NOTICING REQUIREMENTS/PUBLIC OUTREACH: None. ATTACHMENTS: 1. Resolution Approving an Agreement with HERC Rentals for Electrical Equipment Rental for City-Produced Special Events During FY 2020-22 2. Exhibit A to the Resolution - Contract Services Agreement with HERC Rentals 3. Resolution Approving an Agreement with Prime Time Entertainment for Lighting and Sound Equipment Rental for City-Produced Special Events During FY 2020-22 4. Exhibit A to the Resolution - Contract Services Agreement with Prime Time Entertainment 5. Resolution Approving an Agreement with Special Events Rentals for Tents, Stages, and Other Event Furniture Rentals for City-Produced Special Events During FY 2020-22 6. Exhibit A to the Resolution - Contract Services Agreement with Special Events 7. Request for Proposals - Event Electrical Services 2020 8. Request for Proposals - Event Sound and Light Services 2020 9. Request for Proposals - Event Tenting, Stage, and Other Furniture 2020 RESOLUTION NO. XX - 20 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN * * * * * * * * * * * APPROVING AN AGREEMENT WITH HERC RENTALS FOR ELECTRICAL EQUIPMENT RENTAL FOR CITY-PRODUCED SPECIAL EVENTS DURING FY 2020-22 WHEREAS, Parks and Community Services Department special events requires additional electrical generators and equipment beyond those owned by the City of Dublin; and WHEREAS, the Parks and Community Services Department sought quotations for equipment rental services; and WHEREAS, HERC Rentals was the sole bidder that submitted a bid and has successfully provided similar services for the City of Dublin in the past; and WHEREAS, HERC Rentals is available to provide the equipment and related services as specified. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin does hereby approve the Contract Services Agreement between the City of Dublin and HERC Rentals attached hereto as Exhibit A, and authorize the City Manager to execute the Agreement and make any necessary, non-substantive changes that carry out the intent of this Resolution. BE IT FURTHER RESOLVED that the City Manager has the authority to increase the Compensation amount for services provided up to $20,000 , should the City need to host any unforeseen events, provided that budget is available to cover the expense. PASSED, APPROVED AND ADOPTED this 16th of June, 2020, by the following vote: AYES: NOES: ABSENT: ABSTAIN: ______________________________ Mayor ATTEST: _________________________________ City Clerk Services Agreement between July 1, 2020 City of Dublin and HERC Rentals Page 1 of 15 CONTRACTOR SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND HERC RENTALS THIS AGREEMENT for event electrical services is made by and between the City of Dublin (“City”) and HERC Rentals (“Contractor”) (together sometimes referred to as the “Parties”) as of July 1, 2020 (the “Effective Date”). Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Contractor shall provide to City the services described in the Scope of Work attached as Exhibit A at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on the Effective Date and shall end on June 30, 2022, the date of completion specified in Exhibit A, and Contractor shall complete the work described in Exhibit A on or before that date, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The time provided to Contractor to complete the services required by this Agreement shall not affect the City’s right to terminate the Agreement, as referenced in Section 8. Notwithstanding the foregoing this Agreement may be extended on a month to month basis for up to 6 months upon the written consent of the Contractor and the City Manager, provided that: a) sufficient funds have been appropriated for such purchase, b) the price char ged by the Contractor for the provision of the serves described in Exhibit A does not increase. None of the foregoing shall affect the City’s right to terminate the Agreement as provided for in Section 8. 1.2 Standard of Performance. 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. 1.3 Assignment of Personnel. Contractor shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Contractor shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Contractor shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Subsection 1.2 above and to satisfy Contractor’s obligations hereunder. 1.5 [Intentionally Deleted]. 1.6 [Intentionally Deleted]. Services Agreement between July 1, 2020 City of Dublin and HERC Rentals Page 2 of 15 Section 2. COMPENSATION. City hereby agrees to pay Contractor a sum not to exceed $54,157.54 , notwithstanding any contrary indications that may be contained in Contractor’s proposal, for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Contractor’s proposal, attached as Exhibit A, regarding the amount of compensation, the Agreement shall prevail. City shall pay Contractor for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Contractor for services rendered pursuant to this Agre ement. Contractor shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City in writing, Contractor shall not bill City for duplicate services performed by more than one person. Contractor and City acknowledge and agree that compensation paid by City to Contractor under this Agreement is based upon Contractor’s estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Contractor. Consequently, the Parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Contractor and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement. 2.1 Invoices. Contractor shall submit invoices, not more often than once a month during the term of this Agreement, based on the cost for services performed and reimburs able costs incurred prior to the invoice date. No individual performing work under this Agreement shall bill more than 2,000 hours in a fiscal year unless approved, in writing, by the City Manager or his/her designee. Invoices shall contain the following i nformation: ▪ Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.; ▪ The beginning and ending dates of the billing period; ▪ A Task Summary containing the original contract amount, the amount of prior billings, the total due this period, the balance available under the Agreement, and the percentage of completion; ▪ The total number of hours of work performed under the Agreement by Contractor and each employee, agent, and subcontractor of Contractor performing services hereunder; ▪ The Contractor’s signature; ▪ Contractor shall give separate notice to the City when the total number of hours worked by Contractor and any individual employee, agent, or subcontractor of Contractor reaches or exceeds 800 hours within a 12 -month period under this Agreement and any other agreement between Contractor and City. Such notice shall include an estimate of the time necessary to complete work described in Exhibit A and the estimate of time necessary to complete work under any other agreement between Contractor and City, if applicable. Services Agreement between July 1, 2020 City of Dublin and HERC Rentals Page 3 of 15 2.2 Monthly Payment. City shall make monthly payments, based on invoices received, for services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have 30 days from the receipt of an invoice that complies with all of the requirements above to pay Contractor. 2.3 Final Payment. City shall pay the last 10% of the total sum due pursuant to this Agreement within 60 days after completion of the services and submittal to City of a final invoice, if all services required have been satisfactorily performed. 2.4 Total Payment. City shall pay for the services to be rendered by Contractor pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Contractor in rendering services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement. In no event shall Contractor submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, unless the Agreement is modified prior to the submission o f such an invoice by a properly executed change order or amendment. 2.5 [Intentionally Deleted]. 2.6 [Intentionally Deleted]. 2.7 [Intentionally Deleted]. 2.8 Payment upon Termination. In the event that the City or Contractor terminates this Agreement pursuant to Section 8, the City shall compensate the Contractor for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Contractor shall maintain adequate logs and timesheets to verify costs incurred to that date. 2.9 Authorization to Perform Services. The Contractor is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator. 2.10 Liquidated Damages. Failure of Contractor to respond to problems referred to it by City within the time limits established in Subsection 1.2 of this Agreement shall result in liquidated damages as set forth in Exhibit A. Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Contractor shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement. City shall make available to Contractor only the facilities and equi pment listed in this section, and only under the terms and conditions set forth herein. Contractor shall make a written request to City to use facilities or equipment not otherwise listed herein. 3.0 List of Available Resources Services Agreement between July 1, 2020 City of Dublin and HERC Rentals Page 4 of 15 • Any public park of facility as defined in Exhibit A 3.1 Safety Requirements. In accordance with generally accepted construction practices and state law, Contractor shall be solely and completely responsible for conditions on the jobsite, including safety of all persons and prop erty during performance of the work. This requirement shall apply continuously and not be limited to normal working hours. Contractor shall take all necessary precautions and provide all necessary safeguards to prevent personal injury and property damage . Contractor shall provide protection for all persons including, but not limited to, its employees and employees of its subcontractors; members of the public; and employees, agents, and representatives of the City and regulatory agencies that may be on or about the work. The services of the City in conducting review and inspection of Contractor's performance is not intended to include review of the adequacy of Contractor's work methods, equipment, bracing or scaffolding, or safety measures, in, on, or near any Contractor jobsite. All work and materials shall be in strict accordance with all applicable state, city, county, and federal rules, regulations and codes, with specific attention to the United States Department of Labor Occupational Health and Safety Administration (OSHA) requirements. Contractor shall be solely responsible for compliance with all city, county, and state explosive transport, storage, and blasting requirements and for any damages caused by such operations. Contractor is hereby informed that work on City property could be hazardous. Contractor shall carefully instruct all personnel working on City property that all conditions of the property are potentially hazardous work areas as to potential dangers and shall provide such necessary safety equipment and instructions as are necessary to prevent injury to personnel and damage to property. Special care shall be exercised relative to work underground. In addition to complying with all other safety regulations, Contractor shall abide by any and all other City requirements contained in any specifications, special conditions or manuals, which shall be made available by City upon request. Contractor shall provide and maintain all necessary safety equipment such as fences, barriers, signs, lights, walkways, guards, and fire prevention and fire-fighting equipment and shall take such other action as is required to fulfill its obligations under this section. It is the intent of the City to provide a safe working environment under normal conditions. CONTRACTOR IS ADVISED THAT CITY’S OPERATIONS AND PROPERTY ARE INHERENTLY HAZARDOUS BECAUSE OF CONDITIONS SUCH AS CONFINED SPACES, POTENTIALLY EXPLOSIVE ATMOSPHERES, AND POSSIBLE EXPOSURE TO PATHOGENS. Contractor shall maintain all portions of the jobsite in a neat, clean, and sanitary condition at all times. If required by the City, toilets shall be furnished by Contractor where needed Services Agreement between July 1, 2020 City of Dublin and HERC Rentals Page 5 of 15 for use of its employees and their use shall be strictly enforced. Contractor shall not use the City's existing sanitary facilities, unless previously authorized by the City. Contractor shall keep adequate first aid facilities and supplies available and instruction in first aid for its employees shall be given. City reserves the right to require that Contractor bring onto the project or engage the services of a licensed safety engineer at any time during the term of this Agreement. If Contractor does not have a licensed safety engineer on staff, then City may require that Contractor engage a subcontractor or subconsultant as the project’s safety engineer. Contractor shall bear all costs in connection with meeting the requirements of this section. Section 4. INSURANCE REQUIREMENTS. Before fully executing this Agreement, Contractor, at its own cost and expense, unless otherwise specified below, shall procure the types and amounts of insurance listed below against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the wo rk hereunder by the Contractor and its agents, representatives, employees, and subcontractors. Consistent with the following provisions, Contractor shall provide proof satisfactory to City of such insurance that meets the requirements of this section and under forms of insurance satisfactory in all respects , and that such insurance is in effect prior to beginning work . Contractor shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insuran ce shall be included in the Contractor's bid. Contractor shall not allow any subcontractor to commence work on any subcontract until Contractor has obtained all insurance required herein for the subcontractor(s) and provided evidence to City that such insurance is in effect. VERIFICATION OF THE REQUIRED INSURANCE SHALL BE SUBMITTED AND MADE PART OF THIS AGREEMENT PRIOR TO EXECUTION. Contractor shall maintain all required insurance listed herein for the duration of this Agreement. 4.1 Workers’ Compensation. 4.1.1 General Requirements. Contractor shall, at its sole cost and expense, maintain Statutory Workers’ Compensation Insurance and Employer’s Liability Insurance for any and all persons employed directly or indirectly by Contractor. The Statutory Workers’ Compensation Insurance and Employer’s Liability Insurance shall be provided with limits of not less than $1,000,000 per accident. In the alternative, Contractor may rely on a self- insurance program to meet these requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the California Labor Code shall be solely in the discretion of the Contract Administrator. The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the City for all work performed by the Contractor, its employees, agents, and subcontractors. 4.1.2 Submittal Requirements. To comply with Subsection 4.1, Contractor shall submit the following: Services Agreement between July 1, 2020 City of Dublin and HERC Rentals Page 6 of 15 a. Certificate of Workers’ Compensation Insurance in the amounts specified in the section; and b. Waiver of Subrogation Endorsement as required by the section. 4.2 Commercial General and Automobile Liability Insurance. 4.2.1 General Requirements. Contractor, at its own cost and expense, shall maintain commercial general liability insurance for the term of this Agreement in an amount not less than $2,000,000 and automobile liability insurance for the term of this Agreement in an amount not less than $2,000,000 per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice th e required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non-owned automobiles. 4.2.2 Minimum Scope of Coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 (most recent edition) covering comprehensive General Liability on an “occurrence” basis. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001, Code 1 (any auto). No endorsement shall be attached limiting the coverage. 4.2.3 Additional Requirements. Each of the following shall be included in the insurance coverage or added as a certified endorsement to the policy: a. The Insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis. b. City, its officers, officials, employees, and volunteers are to be covered as additional insureds as respects: liability arising out of work or operations performed by or on behalf of the Contractor; or automobiles owned, leased, hired, or borrowed by the Contractor. c. Contractor hereby agrees to waive subrogation which any insurer or contractor may require from vendor by virtue of the payment of any loss. Contractor agrees to obtain any endorsements that may be necessary to affect this waiver of subrogation. d. For any claims related to this Agreement or the work hereunder, the Contractor’s insurance coverage shall be primary insurance as respects Services Agreement between July 1, 2020 City of Dublin and HERC Rentals Page 7 of 15 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. 4.2.4 Submittal Requirements. To comply with Subsection 4.2, Contractor shall submit the following: a. Certificate of Liability Insurance in the amounts specified in the section; b. Additional Insured Endorsement as required by the section; c. Waiver of Subrogation Endorsement as required by the section; and d. Primary Insurance Endorsement as requ ired by the section. 4.3 All Policies Requirements. 4.3.1 Acceptability of Insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A:VII. 4.3.2 Verification of Coverage. Prior to beginning any work under this Agreement, Contractor shall furnish City with complete copies of all Certificates of Liability Insurance delivered to Contractor by the insurer, including complete copies of all endorsements attached to the policies. All copies of Certi ficates of Liability Insurance and certified endorsements shall show the signature of a person authorized by that insurer to bind coverage on its behalf. If the City does not receive the required insurance documents prior to the Contractor beginning work, it shall not waive the Contractor’s obligation to provide them. The City reserves the right to require complete copies of all required insurance policies at any time. 4.3.3 Deductibles and Self-Insured Retentions. Contractor shall disclose to and obtain the written approval of City for the self-insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. At the option of the City, either: the insurer shall reduce o r eliminate such deductibles or self-insured retentions as respects the City, its officers, employees, and volunteers; or the Contractor shall provide a financial guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claim administration and defense expenses. 4.3.4 Wasting Policies. No policy required by this Section 4 shall include a “wasting” policy limit (i.e. limit that is eroded by the cost of defense). 4.3.5 Endorsement Requirements. Each insurance policy required by Section 4 shall be endorsed to state that coverage shall not be canceled by either party, except after 30 days’ prior written notice has been provided to the City. Services Agreement between July 1, 2020 City of Dublin and HERC Rentals Page 8 of 15 4.3.6 Subcontractors. Contractor shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 4.4 Remedies. In addition to any other remedies City may have if Contractor fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option exercise any of the following remedies, which are alternatives to other remedies City may have an d are not the exclusive remedy for Contractor’s breach: ▪ Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; ▪ Order Contractor to stop work under this Agreement or withhold any payment that becomes due to Contractor hereunder, or both stop work and withhold any payment, until Contractor demonstrates compliance with the requirements hereof; and/or ▪ Terminate this Agreement. Section 5. INDEMNIFICATION AND CONTRACTOR’S RESPONSIBILITIES. Contractor shall indemnify, defend with counsel acceptable to City, and hold harmless City and its officers, officials, employees, agents and volunteers from and against any and all liability, loss, damage, claims, expenses, and costs (including without limitation, attorney’s fees and costs and fees of litigation) (collectively, “Liability”) of every nature arising out of or in connection with Contractor’s performance of the Services or its failure to comply with any of its obligations contained in thi s Agreement, except such Liability caused by the sole negligence or willful misconduct of City. The Contractor’s obligation to defend and indemnify shall not be excused because of the Contractor’s inability to evaluate Liability or because the Contractor evaluates Liability and determines that the Contractor is not liable to the claimant. The Contractor must respond within 30 days, to the tender of any claim for defense and indemnity by the City, unless this time has been extended by the City. If the Contractor fails to accept or reject a tender of defense and indemnity within 30 days, in addition to any other remedy authorized by law, so much of the money due the Contractor under and by virtue of this Agreement as shall reasonably be considered necessary by the City, may be retained by the City until disposition has been made of the claim or suit for damages, or until the Contractor accepts or rejects the tender of defense, whichever occurs first. Notwithstanding the forgoing, to the extent this Agreement is a “construction contract” as defined by California Civil Code Section 2782, as may be amended from time to time, such duties of Contractor to indemnify shall not apply when to do so would be prohibited by California Civil Code Section 2782. In the event that Contractor or any employee, agent, or subcontractor of Contractor providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Contractor shall Services Agreement between July 1, 2020 City of Dublin and HERC Rentals Page 9 of 15 indemnify, defend, and hold harmless City for the payment of any employee and/or employer cont ributions for PERS benefits on behalf of Contractor or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City. Section 6. STATUS OF CONTRACTOR. 6.1 Independent Contractor. At all times during the term of this Agreement, Contractor shall be an independent contractor and shall not be an employee of City. This Agreement shall not be construed as an agreement for employment. City shall have the right to control Contractor only insofar as the results of Contractor's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subsection 1.3; however, otherwise City shall not have the right to control the means by whic h Contractor accomplishes services rendered pursuant to this Agreement. Contractor further acknowledges that Contractor performs Services outside the usual course of the City’s business; and is customarily engaged in an independently established trade, oc cupation, or business of the same nature as the Contractor performs for the City, and has the option to perform such work for other entities. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Contractor and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. 6.2 Contractor Not an Agent. Except as City may specify in writing, Contractor shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Contractor shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever. Section 7. LEGAL REQUIREMENTS. 7.1 Governing Law. The laws of the State of California shall govern this Agreement. 7.2 Compliance with Applicable Laws. Contractor and any subcontractors shall comply with all laws applicable to the performance of the work hereunder . 7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Contractor and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. 7.4 Licenses and Permits. Contractor represents and warrants to City that Contractor and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective Services Agreement between July 1, 2020 City of Dublin and HERC Rentals Page 10 of 15 professions. Contractor represents and warrants to City that Contractor and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the for egoing, Contractor and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. 7.5 Nondiscrimination and Equal Opportunity. Contractor shall not discriminate, on the basis of a person’s race, sex, gender, religion (including religious dress and grooming practices), national origin, ancestry, physical or mental disability, medical condition (including cancer and genetic characteristics), marital status, age, sexual orientation, color, creed, pregnancy, genetic information, gender identity or expression, political affiliation or belief, military/veteran status, or any other classification protected by applicable local, state, or federal laws (each a “Protected Characteristic”), against any employee, a pplicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Con tractor under this Agreement. Contractor shall include the provisions of this Subsection in any sub contract approved by the Contract Administrator or this Agreement. Section 8. TERMINATION AND MODIFICATION. 8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Contractor. Contractor may cancel this Agreement upon 30 days’ written notice to City and shall include in such notice the reasons for cancellation. In the event of termination, Contractor shall be entitled to compensation for services performed to the effective date of termination; City, however, may condition payment of such compensation upon Contractor delivering to City any or all documents, photographs, computer software, video and audio tapes, and other materials provided to Contractor or prepared by or for Contractor or the City in connection with this Agreement. 8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Contractor understands and agrees that, if City grants such an extension, City shall have no obligation to provide Contractor 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 Contractor for any otherwise reimbursable expenses incurred during the extension period. 8.3 Amendments. The Parties may amend this Agreement only by a writing signed by all the Parties. Services Agreement between July 1, 2020 City of Dublin and HERC Rentals Page 11 of 15 8.4 Assignment and Subcontracting. City and Contractor recognize and agree that this Agreement contemplates personal performance by Contractor and is based upon a determination of Contractor’s unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional rep utation and competence of Contractor. Contractor may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Contractor shall not subcontract any portion of the performance contemplated and prov ided for herein, other than to the subcontractors noted in the proposal, without prior written approval of the Contract Administrator. 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Contractor shall survive the termination of this Agreement. 8.6 Options upon Breach by Contractor. If Contractor materially breaches any of the terms of this Agreement, City’s remedies shall include, but not be limited to, the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Contractor pursuant to this Agreement; 8.6.3 Retain a different contractor to complete the work described in Exhibit A not finished by Contractor; or 8.6.4 Charge Contractor the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Contractor pursuant to Section 2 if Contractor had completed the work. Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Contractor’s Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electron ic or any other form, that Contractor prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Contractor hereby agrees to deliver those documents to the City upon termination of th e Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Contractor agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both Parties. 9.2 Contractor’s Books and Records. Contractor shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents Services Agreement between July 1, 2020 City of Dublin and HERC Rentals Page 12 of 15 evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of 3 years, or for any longer period required by law, from the date of final payment to the Contractor to this Agreement. 9.3 Inspection and Audit of Records. Any records or documents that Subsection 9.2 of this Agreement requires Contractor 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 amoun t of public funds expended under this Agreement exceeds $10,000.00, the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of 3 years after final payment un der the Agreement. Section 10. MISCELLANEOUS PROVISIONS. 10.1 Attorneys’ Fees. If a party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement, the Parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Alameda or in the United States District Court for the Northern District of California. 10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The inva lidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the Parties. 10.6 Conflict of Interest. Contractor may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Contractor in a “conflict of interest,” as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq. Contractor shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Go vernment Code Section 1090 et seq. Services Agreement between July 1, 2020 City of Dublin and HERC Rentals Page 13 of 15 Contractor hereby warrants that it is not now, nor has it been in the previous 12 months, an employee, agent, appointee, or official of the City. If Contractor was an employee, agent, appointee, or official of the City in the previous 12 months, Contractor warrants that it did not participate in any manner in the forming of this Agreement. Contractor understands that, if this Agreement is made in violation of California Government Code Section 1090 et seq., the entire Agreement is void and Contractor will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Contractor will be required to reimburse the City for any sums paid to the Contractor. Contractor understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of California Government Code Section 1090 et seq., and, if applicable, will be disqualified from holding public office in the State of California. 10.7 Solicitation. Contractor agrees not to solicit business at any meeting, focus group, or interview related to this Agreement, either orally or through any written materials. 10.8 Contract Administration. This Agreement shall be administered by the City Manager ("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee. 10.9 Notices. Any written notice to Contractor shall be sent to: Jason Lacey Sales Representative 7727 Oakport St. Oakland, CA 94621 Any written notice to City shall be sent to: City of Dublin City Manager 100 Civic Plaza Dublin, CA 94568 10.10 Integration. This Agreement, including the scope of work attached hereto and incorporated herein as Exhibits A represents the entire and integrated agreement between City and Contractor and supersedes all prior negotiations, representations, or agreements, either written or oral. Exhibit A Scope of Services and Compensation Schedule and Reimbursable Expenses 10.11 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement. 10.12 Certification per Iran Contracting Act of 2010. In the event that this contract is for one million dollars ($1,000,000.00) or more, by Contractor’s signature below Contractor certifies that Contractor, and any parent entities, subsidiaries, successors or subunits of Services Agreement between July 1, 2020 City of Dublin and HERC Rentals Page 14 of 15 Contractor are not identified on a list created pursuant to subdivision (b) of Secti on 2203 of the California Public Contract Code as a person engaging in investment activities in Iran as described in subdivision (a) of Section 2202.5, or as a person described in subdivision (b) of Section 2202.5 of the California Public Contract Code, as applicable. SIGNATURES ON FOLLOWING PAGE Services Agreement between July 1, 2020 City of Dublin and HERC Rentals Page 15 of 15 The Parties have executed this Agreement as of the Effective Date. The persons whose signatures appear below certify that they are authorized to sign on behalf of the respective Party. CITY OF DUBLIN HERC RENTALS Linda Smith, City Manager Jason Lacey, Sales Representative Attest: Marsha Moore, City Clerk Approved as to Form: John Bakker, City Attorney 3070365.1 Services Agreement between July 1, 2020 City of Dublin and HERC Rentals Exhibit A – Page 1 of 1 EXHIBIT A SCOPE OF SERVICES AND COMPENSATION SCHEDULE AND REIMBURSABLE EXPENSES RESOLUTION NO. XX - 20 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN * * * * * * * * * * * APPROVING AN AGREEMENT WITH PRIME TIME ENTERTAINMENT FOR LIGHTING AND SOUND EQUIPMENT RENTAL FOR CITY-PRODUCED EVENTS DURING FY 2020-22 WHEREAS, Parks and Community Services Department special events requires additional lighting and sound equipment beyond that owned by the City of Dublin; and WHEREAS, the Parks and Community Services Department sought quotations for equipment rental services; and WHEREAS, Prime Time Entertainment was the low bidder of five companies that submitted bids and has successfully provided similar services for the City of Dublin in the past; and WHEREAS, Prime Time Entertainment is available to provide the equipment and related services as specified. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin does hereby approve the Contract Services Agreement between the City of Dublin and Prime Time Entertainment attached hereto as Exhibit A, and authorize the City Manager to execute the Agreement and make any necessary, non-substantive changes that carry out the intent of this Resolution. BE IT FURTHER RESOLVED that the City Manager has the authority to increase the Compensation amount for services provided up to $20,000, should the City need to host any unforeseen events, provided that budget is available to cover the expense. PASSED, APPROVED AND ADOPTED this 16th of June, 2020, by the following vote: AYES: NOES: ABSENT: ABSTAIN: ______________________________ Mayor ATTEST: _________________________________ City Clerk Services Agreement between July 1, 2020 City of Dublin and Prime Time Entertainment Page 1 of 15 CONTRACTOR SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND PRIME TIME ENTERTAINMENT THIS AGREEMENT for event sound and lighting services is made by and between the City of Dublin (“City”) and Prime Time Entertainment (“Contractor”) (together sometimes referred to as the “Parties”) as of July 1, 2020 (the “Effective Date”). Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Contractor shall provide to City the services described in the Scope of Work attached as Exhibit A at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on the Effective Date and shall end on June 30, 2022, the date of completion specified in Exhibit A, and Contractor shall complete the work described in Exhibit A on or before that date, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The time provided to Contractor to complete the services required by this Agreement shall not affect the City’s right to terminate the Agreement, as referenced in Section 8. Notwithstanding the foregoing this Agreement may be extended on a month to month basis for up to 6 months upon the written consent of the Contractor and the City Manager, provided that: a) sufficient funds have been appropr iated for such purchase, b) the price charged by the Contractor for the provision of the serv ices described in Exhibit A does not increase. None of the foregoing shall affect the City’s right to terminate the Agreement as provided for in Section 8. 1.2 Standard of Performance. Contractor shall perform all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Contractor is engaged. 1.3 Assignment of Personnel. Contractor shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Contractor shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Contractor shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Subsection 1.2 above and to satisfy Contractor’s obligations hereunder. 1.5 [INTENTIONALLY DELETED]. 1.6 [INTENTIONALLY DELETED]. Section 2. COMPENSATION. City hereby agrees to pay Contractor a sum not to exceed $57,900.00, notwithstanding any contrary indications that may be contained in Contractor’s proposal, for services to be Services Agreement between July 1, 2020 City of Dublin and Prime Time Entertainment Page 2 of 15 performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Contractor’s proposal, attached as Exhibit A, regarding the amount of compensation, the Agreement shall prevail. City shall pay Contractor for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Contractor for services rendered pursuant to this Agreement. Contractor shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City in writing, Contractor shall not bill City for duplicate services performed by more than one person. Contractor and City acknowledge and agree that compensation paid by City to Contractor under this Agreement is based upon Contractor’s estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Contractor. Consequently, the Parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Contractor and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement. 2.1 Invoices. Contractor shall submit invoices, not more often than once a month during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. No individual performing work under this Agreement shall bill more than 2,000 hours in a fiscal year unless approved, in writing, by the City Manager or his/her designee. Invoices shall contain the following information: ▪ Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.; ▪ The beginning and ending dates of the billing period; ▪ A Task Summary containing the original contract amount, the amount of prior billings, the total due this period, the balance available under the Agreement, and the percentage of completion; ▪ The total number of hours of work performed under the Agreement by Contractor and each employee, agent, and subcontractor of Contractor performing services hereunder; ▪ The Contractor’s signature; ▪ Contractor shall give separate notice to the City when the total number of hours worked by Contractor and any individual employee, agent, or subcontractor of Contractor reaches or exceeds 800 hours within a 12 -month period under this Agreement and any other agreement between Contractor and City. Such notice shall include an estimate of the time necessary to complete work described in Exhibit A and the estimate of time necessary to complete work under any other agreement between Contractor and City, if applicable. 2.2 Monthly Payment. City shall make monthly payments, based on invoices received, for services satisfactorily performed, and for authorized reimbursable costs incurred. City Services Agreement between July 1, 2020 City of Dublin and Prime Time Entertainment Page 3 of 15 shall have 30 days from the receipt of an invoice that complies with al l of the requirements above to pay Contractor. 2.3 Final Payment. City shall pay the last 10% of the total sum due pursuant to this Agreement within 60 days after completion of the services and submittal to City of a final invoice, if all services required have been satisfactorily performed. 2.4 Total Payment. City shall pay for the services to be rendered by Contractor pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Contractor in rendering services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement. In no event shall Contractor submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. 2.5 Intentionally Deleted 2.6 [INTENTIONALLY DELETED]. 2.7 [INTENTIONALLY DELETED]. 2.8 Payment upon Termination. In the event that the City or Contractor terminates this Agreement pursuant to Section 8, the City shall compensate the Contractor for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Contractor shall maintain adequate logs and timesheets to verify costs incurred to that date. 2.9 Authorization to Perform Services. The Contractor is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator. 2.10 Liquidated Damages. Failure of Contractor to respond to problems referred to i t by City within the time limits established in Subsection 1.2 of this Agreement shall result in liquidated damages as set forth in Exhibit A. Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Contractor shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement. City shall make available to Contractor only the facilities and equi pment listed in this section, and only under the terms and conditions set forth herein. Contractor shall make a written request to City to use facilities or equipment not otherwise listed herein. 3.0 List of Available Resources • Any public park of facility as defined in Exhibit A Services Agreement between July 1, 2020 City of Dublin and Prime Time Entertainment Page 4 of 15 3.1 Safety Requirements. In accordance with generally accepted construction practices and state law, Contractor shall be solely and completely responsible for conditions on the jobsite, including safety of all persons and property during performance of the work. This requirement shall apply continuously and not be limited to normal working hours. Contractor shall take all necessary precautions and provide all necessary safeguards to prevent personal injury and property damage. Contractor shall provide protection for all persons including, but not limited to, its employees and employees of its subcontractors; members of the public; and employees, agents, and representatives of the City and regulatory agencies that may be on or about the work. The services of the City in conducting review and inspection of Contractor's performance is not intended to include review of the adequacy of Contractor's work methods, equipment, bracing or scaffolding, or safety measures, in, on, or near any Contractor jobsite. All work and materials shall be in strict accordance with all applicable state, city, county, and federal rules, regulations and codes, with specific attention to the United States Department of Labor Occupational Health and Safety Administration (OSHA) requirements. Contractor shall be solely responsible for compliance with all city, county, and state explosive transport, storage, and blasting requirements and for any damages caused by such operations. Contractor is hereby informed that work on City property could be hazardous. Contractor shall carefully instruct all personnel working on City property that all conditions of the property are potentially hazardous work areas as to potential dangers and shall provide such necessary safety equipment and instructions as are necessary to prevent injury to personnel and damage to property. Special care shall be exercised relative to work underground. In addition to complying with all other safety regulations, Contractor shall abide by any and all other City requirements contained in any specifications, special conditions or manuals, which shall be made available by City upon request. Contractor shall provide and maintain all necessary safety equipment such as fences, barriers, signs, lights, walkways, guards, and fire prevention and fire-fighting equipment and shall take such other action as is required to fulfill its obligations under this section. It is the intent of the City to provide a safe working environment under normal conditions. CONTRACTOR IS ADVISED THAT CITY’S OPERATIONS AND PROPERTY ARE INHERENTLY HAZARDOUS BECAUSE OF CONDITIONS SUCH AS CONFINED SPACES, POTENTIALLY EXPLOSIVE ATMOSPHERES, AND POSSIBLE EXPOSURE TO PATHOGENS. Contractor shall maintain all portions of the jobsite in a neat, clean, a nd sanitary condition at all times. If required by the City, toilets shall be furnished by Contractor where needed Services Agreement between July 1, 2020 City of Dublin and Prime Time Entertainment Page 5 of 15 for use of its employees and their use shall be strictly enforced. Contractor shall not use the City's existing sanitary facilities, unless previously authorized by the City. Contractor shall keep adequate first aid facilities and supplies available and instruction in first aid for its employees shall be given. City reserves the right to require that Contractor bring onto the project or eng age the services of a licensed safety engineer at any time during the term of this Agreement. If Contractor does not have a licensed safety engineer on staff, then City may require that Contractor engage a subcontractor or subconsultant as the project’s s afety engineer. Contractor shall bear all costs in connection with meeting the requirements of this section. Section 4. INSURANCE REQUIREMENTS. Before fully executing this Agreement, Contractor, at its own cost and expense, unless otherwise specified below, shall procure the types and amounts of insurance listed below against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the wo rk hereunder by the Contractor and its agents, representatives, employees, and subcontractors. Consistent with the following provisions, Contractor shall provide proof satisfactory to City of such insurance that meets the requirements of this section and under forms of insurance satisfactory in all respects , and that such insurance is in effect prior to beginning work . Contractor shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insuran ce shall be included in the Contractor's bid. Contractor shall not allow any subcontractor to commence work on any subcontract until Contractor has obtained all insurance required herein for the subcontractor(s) and provided evidence to City that such insurance is in effect. VERIFICATION OF THE REQUIRED INSURANCE SHALL BE SUBMITTED AND MADE PART OF THIS AGREEMENT PRIOR TO EXECUTION. Contractor shall maintain all required insurance listed herein for the duration of this Agreement. 4.1 Workers’ Compensation. 4.1.1 General Requirements. Contractor shall, at its sole cost and expense, maintain Statutory Workers’ Compensation Insurance and Employer’s Liability Insurance for any and all persons employed directly or indirectly by Contractor. The Statutory Workers’ Compensation Insurance and Employer’s Liability Insurance shall be provided with limits of not less than $1,000,000 per accident. In the alternative, Contractor may rely on a self- insurance program to meet these requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the California Labor Code shall be solely in the discretion of the Contract Administrator. The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the City for all work performed by the Contractor, its employees, agents, and subcontractors. 4.1.2 Submittal Requirements. To comply with Subsection 4.1, Contractor shall submit the following: Services Agreement between July 1, 2020 City of Dublin and Prime Time Entertainment Page 6 of 15 a. Certificate of Workers’ Compensation Insurance in the amounts specified in the section; and b. Waiver of Subrogation Endorsement as required by the section. 4.2 Commercial General and Automobile Liability Insurance. 4.2.1 General Requirements. Contractor, at its own cost and expense, shall maintain commercial general liability insurance for the term of this Agreement in an amount not less than $2,000,000 and automobile liability insurance for the term of this Agreement in an amount not less than $2,000,000 per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice th e required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non-owned automobiles. 4.2.2 Minimum Scope of Coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 (most recent edition) covering comprehensive General Liability on an “occurrence” basis. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001, Code 1 (any auto). No endorsement shall be attached limiting the coverage. 4.2.3 Additional Requirements. Each of the following shall be included in the insurance coverage or added as a certified endorsement to the policy: a. The Insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis. b. City, its officers, officials, employees, and volunteers are to be covered as additional insureds as respects: liability arising out of work or operations performed by or on behalf of the Contractor; or automobiles owned, leased, hired, or borrowed by the Contractor. c. Contractor hereby agrees to waive subrogation which any insurer or contractor may require from vendor by virtue of the payment of any loss. Contractor agrees to obtain any endorsements that may be necessary to affect this waiver of subrogation. d. For any claims related to this Agreement or the work hereunder, the Contractor’s insurance coverage shall be primary insurance as respects Services Agreement between July 1, 2020 City of Dublin and Prime Time Entertainment Page 7 of 15 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 a nd shall not contribute with it. 4.2.4 Submittal Requirements. To comply with Subsection 4.2, Contractor shall submit the following: a. Certificate of Liability Insurance in the amounts specified in the section; b. Additional Insured Endorsement as required by the section; c. Waiver of Subrogation Endorsement as required by the section; and d. Primary Insurance Endorsement as required by the section. 4.3 All Policies Requirements. 4.3.1 Acceptability of Insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A:VII. 4.3.2 Verification of Coverage. Prior to beginning any work under this Agreement, Contractor shall furnish City with complete copies of all C ertificates of Liability Insurance delivered to Contractor by the insurer, including complete copies of all endorsements attached to the policies. All copies of Certificates of Liability Insurance and certified endorsements shall show the signature of a p erson authorized by that insurer to bind coverage on its behalf. If the City does not receive the required insurance documents prior to the Contractor beginning work, it shall not waive the Contractor’s obligation to provide them. The City reserves the right to require complete copies of all required insurance policies at any time. 4.3.3 Deductibles and Self-Insured Retentions. Contractor shall disclose to and obtain the written approval of City for the self-insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. At the option of the City, either: the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, employees, and volunteers; or the Contractor shall provide a financial guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claim administration and defense expenses. 4.3.4 Wasting Policies. No policy required by this Section 4 shall include a “wasting” policy limit (i.e. limit that is eroded by the cost of defense). 4.3.5 Endorsement Requirements. Each insurance policy required by Section 4 shall be endorsed to state that coverage shall not be canceled by either party, except after 30 days’ prior written notice has been provided to the City. Services Agreement between July 1, 2020 City of Dublin and Prime Time Entertainment Page 8 of 15 4.3.6 Subcontractors. Contractor shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 4.4 Remedies. In addition to any other remedies City may have if Contractor fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option exercise any of the following remedies, which are alternatives to other remedies City may have an d are not the exclusive remedy for Contractor’s breach: ▪ Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; ▪ Order Contractor to stop work under this Agreement or withhold any payment that becomes due to Contractor hereunder, or both stop work and withhold any payment, until Contractor demonstrates compliance with the requirements hereof; and/or ▪ Terminate this Agreement. Section 5. INDEMNIFICATION AND CONTRACTOR’S RESPONSIBILITIES. Contractor shall indemnify, defend with counsel acceptable to City, and hold harmless City and its officers, officials, employees, agents and volunteers from and against any and all liability, loss, damage, claims, expenses, and costs (including without limitation, attorney’s fees and costs and fees of litigation) (collectively, “Liability”) of every nature arising out of or in connection with Contractor’s performance of the Services or its failure to comply with any of its obligations contained in thi s Agreement, except such Liability caused by the sole negligence or willful misconduct of City. The Contractor’s obligation to defend and indemnify shall not be excused because of the Contractor’s inability to evaluate Liability or because the Contractor evaluates Liability and determines that the Contractor is not liable to the claimant. The Contractor must respond within 30 days, to the tender of any claim for defense and indemnity by the City, unless this time has been extended by the City. If the Contractor fails to accept or reject a tender of defense and indemnity within 30 days, in addition to any other remedy authorized by law, so much of the money due the Contractor under and by virtue of this Agreement as shall reasonably be considere d necessary by the City, may be retained by the City until disposition has been made of the claim or suit for damages, or until the Contractor accepts or rejects the tender of defense, whichever occurs first. Notwithstanding the forgoing, to the extent th is Agreement is a “construction contract” as defined by California Civil Code Section 2782, as may be amended from time to time, such duties of Contractor to indemnify shall not apply when to do so would be prohibited by California Civil Code Section 2782. In the event that Contractor or any employee, agent, or subcontractor of Contractor providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Contractor shall Services Agreement between July 1, 2020 City of Dublin and Prime Time Entertainment Page 9 of 15 indemnify, defend, and hold harmless City for the payment of any employee and/or employer cont ributions for PERS benefits on behalf of Contractor or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City. Section 6. STATUS OF CONTRACTOR. 6.1 Independent Contractor. At all times during the term of this Agreement, Contractor shall be an independent contractor and shall not be an employee of City. This Agreement shall not be construed as an agreement for employment. City shall have the right to control Contractor only insofar as the results of Contractor's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subsection 1.3; however, otherwise City shall not have the right to control the means by whic h Contractor accomplishes services rendered pursuant to this Agreement. Contractor further acknowledges that Contractor performs Services outside the usual course of the City’s business; and is customarily engaged in an independently established trade, oc cupation, or business of the same nature as the Contractor performs for the City, and has the option to perform such work for other entities. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Contractor and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. 6.2 Contractor Not an Agent. Except as City may specify in writing, Contractor shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Contractor shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever. Section 7. LEGAL REQUIREMENTS. 7.1 Governing Law. The laws of the State of California shall govern this Agreement. 7.2 Compliance with Applicable Laws. Contractor and any subcontractors shall comply with all laws applicable to the performance of the work hereunder . 7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Contractor and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. 7.4 Licenses and Permits. Contractor represents and warrants to City that Contractor and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective Services Agreement between July 1, 2020 City of Dublin and Prime Time Entertainment Page 10 of 15 professions. Contractor represents and warrants to City that Contractor and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the for egoing, Contractor and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. 7.5 Nondiscrimination and Equal Opportunity. Contractor shall not discriminate, on the basis of a person’s race, sex, gender, religion (including religious dress and grooming practices), national origin, ancestry, physical or mental disability, medical condition (including cancer and genetic characteristics), marital status, age, sexual orientation, color, creed, pregnancy, genetic information, gender identity or expression, political affiliation or belief, military/veteran status, or any other classification protected by applicable local, state, or federal laws (each a “Protected Characteristic”), against any employee, a pplicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Con tractor under this Agreement. Contractor shall include the provisions of this Subsection in any sub contract approved by the Contract Administrator or this Agreement. Section 8. TERMINATION AND MODIFICATION. 8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Contractor. Contractor may cancel this Agreement upon 30 days’ written notice to City and shall include in such notice the reasons for cancellation. In the event of termination, Contractor shall be entitled to compensation for services performed to the effective date of termination; City, however, may condition payment of such compensation upon Contractor delivering to City any or all documents, photographs, computer software, video and audio tapes, and other materials provided to Contractor or prepared by or for Contractor or the City in connection with this Agreement. 8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Contractor understands and agrees that, if City grants such an extension, City shall have no obligation to provide Contractor 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 Contractor for any otherwise reimbursable expenses incurred during the extension period. 8.3 Amendments. The Parties may amend this Agreement only by a writing signed by all the Parties. Services Agreement between July 1, 2020 City of Dublin and Prime Time Entertainment Page 11 of 15 8.4 Assignment and Subcontracting. City and Contractor recognize and agree that this Agreement contemplates personal performance by Contractor and is based upon a determination of Contractor’s unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional rep utation and competence of Contractor. Contractor may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Contractor shall not subcontract any portion of the performance contemplated and prov ided for herein, other than to the subcontractors noted in the proposal, without prior written approval of the Contract Administrator. 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Contractor shall survive the termination of this Agreement. 8.6 Options upon Breach by Contractor. If Contractor materially breaches any of the terms of this Agreement, City’s remedies shall include, but not be limited to, the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Contractor pursuant to this Agreement; 8.6.3 Retain a different contractor to complete the work described in Exhibit A not finished by Contractor; or 8.6.4 Charge Contractor the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Contractor pursuant to Section 2 if Contractor had completed the work. Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Contractor’s Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electron ic or any other form, that Contractor prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Contractor hereby agrees to deliver those documents to the City upon termination of th e Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Contractor agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both Parties. 9.2 Contractor’s Books and Records. Contractor shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents Services Agreement between July 1, 2020 City of Dublin and Prime Time Entertainment Page 12 of 15 evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of 3 years, or for any longer period required by law, from the date of final payment to the Contractor to this Agreement. 9.3 Inspection and Audit of Records. Any records or documents that Subsection 9.2 of this Agreement requires Contractor 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 amoun t of public funds expended under this Agreement exceeds $10,000.00, the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of 3 years after final payment un der the Agreement. Section 10. MISCELLANEOUS PROVISIONS. 10.1 Attorneys’ Fees. If a party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement, the Parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Alameda or in the United States District Court for the Northern District of California. 10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The inva lidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the Parties. 10.6 Conflict of Interest. Contractor may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Contractor in a “conflict of interest,” as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq. Contractor shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Go vernment Code Section 1090 et seq. Services Agreement between July 1, 2020 City of Dublin and Prime Time Entertainment Page 13 of 15 Contractor hereby warrants that it is not now, nor has it been in the previous 12 months, an employee, agent, appointee, or official of the City. If Contractor was an employee, agent, appointee, or official of the City in the previous 12 months, Contractor warrants that it did not participate in any manner in the forming of this Agreement. Contractor understands that, if this Agreement is made in violation of California Government Code Section 1090 et seq., the entire Agreement is void and Contractor will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Contractor will be required to reimburse the City for any sums paid to the Contractor. Contractor understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of California Government Code Section 1090 et seq., and, if applicable, will be disqualified from holding public office in the State of California. 10.7 Solicitation. Contractor agrees not to solicit business at any meeting, focus group, or interview related to this Agreement, either orally or through any written materials. 10.8 Contract Administration. This Agreement shall be administered by the City Manager ("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee. 10.9 Notices. Any written notice to Contractor shall be sent to: Prime Time Entertainment Jim Douglas 2430 Research Drive Livermore, CA 94550 Any written notice to City shall be sent to: City of Dublin City Manager 100 Civic Plaza Dublin, CA 94568 10.10 Integration. This Agreement, including the scope of work attached hereto and incorporated herein as Exhibits A, represents the entire and integrated agreement between City and Contractor and supersedes all prior negotiations, representations, or agreements, either written or oral. Exhibit A Scope of Services and Compensation Schedule and Reimbursable Expenses 10.11 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement. 10.12 Certification per Iran Contracting Act of 2010. In the event that this contract is for one million dollars ($1,000,000.00) or more, by Contractor’s signature below Contractor Services Agreement between July 1, 2020 City of Dublin and Prime Time Entertainment Page 14 of 15 certifies that Contractor, and any parent entities, subsidiaries, successors or subunits of Contractor are not identified on a list created pursuant to subdivision (b) of Section 2203 of the California Public Contract Code as a person engaging in investment activities in Iran as described in subdivision (a) of Section 2202.5, or as a person described in subdivision (b) of Section 2202.5 of the California Public Contract Code, as applicable. SIGNATURES ON FOLLOWING PAGE Services Agreement between July 1, 2020 City of Dublin and Prime Time Entertainment Page 15 of 15 The Parties have executed this Agreement as of the Effective Date. The persons whose signatures appear below certify that they are authorized to sign on behalf of the respective Party. CITY OF DUBLIN Prime Time Entertainment Linda Smith, City Manager Jim Douglas, Owner Attest: Marsha Moore, City Clerk Approved as to Form: John Bakker, City Attorney 3070365.1 Services Agreement between July 1, 2020 City of Dublin and Prime Time Entertainment Exhibit A – Page 1 of 1 EXHIBIT A SCOPE OF SERVICES AND COMPENSATION SCHEDULE AND REIMBURSABLE EXPENSES RESOLUTION NO. XX - 20 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN * * * * * * * * * * * APPROVING AN AGREEMENT WITH SPECIAL EVENTS RENTALS FOR TENTS, STAGES, AND OTHER EVENT FURNITURE RENTALS FOR CITY-PRODUCED EVENTS DURING FY 2020-22 WHEREAS, Parks and Community Services Department special events requires additional tents, tables, and other event furniture beyond what is owned by the City of Dublin; and WHEREAS, the Parks and Community Services Department sought quotations for equipment rental services; and WHEREAS, Special Events was the low bidder of two companies that submitted bids and has successfully provided similar services for the City of Dublin in the past; and WHEREAS, Special Events is available to provide the equipment and related services as specified. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin does hereby approve the Contract Services Agreement between the City of Dublin and Special Events attached hereto as Exhibit A, and authorize the City Manager to execute the Agreement and make any necessary, non-substantive changes that carry out the intent of this Resolution. BE IT FURTHER RESOLVED that the City Manager has the authority to increase the Compensation amount for services provided up to $20,000, should the City need to host any unforeseen events, provided that budget is available to cover the expense. PASSED, APPROVED AND ADOPTED this 16th of June, 2020, by the following vote: AYES: NOES: ABSENT: ABSTAIN: ______________________________ Mayor ATTEST: _________________________________ City Clerk Services Agreement between Effective July 1, 2020 City of Dublin and Special Events Page 1 of 15 CONTRACTOR SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND SPECIAL EVENTS THIS AGREEMENT for stage and tent rental services is made by and between the City of Dublin (“City”) and Special Events (“Contractor”) (together sometimes referred to as the “Parties”) as of July 1, 2020 (the “Effective Date”). Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Contractor shall provide to City the services described in the Scope of Work attached as Exhibit A at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on the Effective Date and shall end on June 30, 2022, the date of completion specified in Exhibit A, and Contractor shall complete the work described in Exhibit A on or before that date, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The time provided to Contractor to complete the services required by this Agreement shall not affect the City’s right to terminate the Agreement, as referenced in Section 8. Notwithstanding the foregoing this Agreement may be extended on a month to month basis for up to 6 months upon the written consent of the Contractor and the City Manager, provided that: a) sufficient funds have been appropriated for such purchase, b) the price char ged by the Contractor for the provision of the serves described in Exhibit A does not increase. None of the foregoing shall affect the City’s right to terminate the Agreement as provided for in Section 8. 1.2 Standard of Performance. 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. 1.3 Assignment of Personnel. Contractor shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Contractor shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Contractor shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Subsection 1.2 above and to satisfy Contractor’s obligations hereunder. 1.5 [Intentionally Deleted]. 1.6 [Intentionally Deleted]. Section 2. COMPENSATION. City hereby agrees to pay Contractor a sum not to exceed $123,211.30, notwithstanding any contrary indications that may be contained in Contractor’s proposal, for Services Agreement between Effective July 1, 2020 City of Dublin and Special Events Page 2 of 15 services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Contractor’s proposal, attached as Exhibit A, regarding the amount of compensation, the Agreement shall prevail. City shall pay Contractor for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Contractor for services rendered pursuant to this Agreement. Contractor shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City in writing, Contractor shall not bill City for duplicate services performed by more than one person. Contractor and City acknowledge and agree that compensation paid by City to Contractor under this Agreement is based upon Contractor’s estimated costs of providing the serv ices required hereunder, including salaries and benefits of employees and subcontractors of Contractor. Consequently, the Parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Contractor and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement. 2.1 Invoices. Contractor shall submit invoices, not more often than once a month during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. No individual performing work under this Agreement s hall bill more than 2,000 hours in a fiscal year unless approved, in writing, by the City Manager or his/her designee. Invoices shall contain the following information: ▪ Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invo ice, 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; ▪ The total number of hours of work performed under the Agreement by Contractor and each employee, agent, and subcontractor of Contractor performing services hereunder; ▪ The Contractor’s signature; ▪ Contractor shall give separate notice to the City when the total number of hours worked by Contractor and any individual employee, agent, or subcontractor of Contractor reaches or exceeds 800 hours within a 12 -month period under this Agreement and any other agreement between Contractor and City. Such notice shall include an estimate of the time necessary to complete work described in Exhibit A and the estimate of time necessary to complete work under any other agreement between Contractor and City, if applicable. 2.2 Monthly Payment. City shall make monthly payments, based on invoices received, for services satisfactorily performed, and for authorized reimbursable costs incurred. City Services Agreement between Effective July 1, 2020 City of Dublin and Special Events Page 3 of 15 shall have 30 days from the receipt of an invoice that complies with a ll of the requirements above to pay Contractor. 2.3 Final Payment. City shall pay the last 10% of the total sum due pursuant to this Agreement within 60 days after completion of the services and submittal to City of a final invoice, if all services required have been satisfactorily performed. 2.4 Total Payment. City shall pay for the services to be rendered by Contractor pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Contractor in rendering services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement. In no event shall Contractor submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. 2.5 [Intentionally Deleted]. 2.6 [Intentionally Deleted]. 2.7 [Intentionally Deleted]. 2.8 Payment upon Termination. In the event that the City or Contractor terminates this Agreement pursuant to Section 8, the City shall compensate the Contractor for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Contractor shall maintain adequate logs and timesheets to verify costs incurred to that date. 2.9 Authorization to Perform Services. The Contractor is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator. 2.10 Liquidated Damages. Failure of Contractor to respond to problems referred to it by City within the time limits established in Subsection 1.2 of this Agreement shall result in liquidated damages as set forth in Exhibit A. Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Contractor shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement. City shall make available to Contractor only the facilities and equi pment listed in this section, and only under the terms and conditions set forth herein. Contractor shall make a written request to City to use facilities or equipment not otherwise listed herein. 3.0 List of Available Resources • Any public park or facility as defined in Exhibit A Services Agreement between Effective July 1, 2020 City of Dublin and Special Events Page 4 of 15 3.1 Safety Requirements. In accordance with generally accepted construction practices and state law, Contractor shall be solely and completely responsible for conditions on the jobsite, including safety of all persons and property during performance of the work. This requirement shall apply continuously and not be limited to normal working hours. Contractor shall take all necessary precautions and provide all necessary safeguards to prevent personal injury and property damage. Contractor shall provide protection for all persons including, but not limited to, its employees and employees of its subcontractors; members of the public; and employees, agents, and representatives of the City and regulatory agencies that may be on or about the work. The services of the City in conducting review and inspection of Contractor's performance is not intended to include review of the adequacy of Contractor's work methods, equipment, bracing or scaffolding, or safety measures, in, on, or near any Contractor jobsite. All work and materials shall be in strict accordance with all applicable state, city, county, and federal rules, regulations and codes, with specific attention to the United States Department of Labor Occupational Health and Safety Administration (OSHA) requirements. Contractor shall be solely responsible for compliance with all city, county, and state explosive transport, storage, and blasting requirements and for any damages caused by such operations. Contractor is hereby informed that work on City property could be hazardous. Contractor shall carefully instruct all personnel working on City property that all conditions of the property are potentially hazardous work areas as to potential dangers and shall provide such necessary safety equipment and instructions as are necessary to p revent injury to personnel and damage to property. Special care shall be exercised relative to work underground. In addition to complying with all other safety regulations, Contractor shall abide by any and all other City requirements contained in any specifications, special conditions or manuals, which shall be made available by City upon request. Contractor shall provide and maintain all necessary safety equipment such as fences, barriers, signs, lights, walkways, guards, and fire prevention and fire-fighting equipment and shall take such other action as is required to fulfill its obligations under this section. It is the intent of the City to provide a safe working environment under normal conditions. CONTRACTOR IS ADVISED THAT CITY’S OPERATIONS AND PROPERTY ARE INHERENTLY HAZARDOUS BECAUSE OF CONDITIONS SUCH AS CONFINED SPACES, POTENTIALLY EXPLOSIVE ATMOSPHERES, AND POSSIBLE EXPOSURE TO PATHOGENS. Contractor shall maintain all portions of the jobsite in a neat, clean, and sanitary condition at all times. If required by the City, toilets shall be furnished by Contractor where needed for use of its employees and their use shall be strictly enforced. Contractor shall not use the City's existing sanitary facilities, unless previously authorized by the City. Services Agreement between Effective July 1, 2020 City of Dublin and Special Events Page 5 of 15 Contractor shall keep adequate first aid facilities and supplies available and instruction in first aid for its employees shall be given. City reserves the right to require that Contractor bring onto the project or engage the services of a licensed safety engineer at any time during the term of this Agreement. If Contractor does not have a licensed safety engineer on staff, then City may require that Contractor engage a subcontractor or subconsultant as the project’s safety engineer. Contractor shall bear all costs in connection with meeting the requirements of this section. Section 4. INSURANCE REQUIREMENTS. Before fully executing this Agreement, Contractor, at its own cost and expense, unless otherwise specified below, shall procure the types and amounts of insurance listed below against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the wo rk hereunder by the Contractor and its agents, representatives, employees, and subcontractors. Consistent with the following provisions, Contractor shall provide proof satisfactory to City of such insurance that meets the requirements of this section and under forms of insurance satisfactory in all respects , and that such insurance is in effect prior to beginning work . Contractor shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insuran ce shall be included in the Contractor's bid. Contractor shall not allow any subcontractor to commence work on any subcontract until Contractor has obtained all insurance required herein for the subcontractor(s) and provided evidence to City that such insurance is in effect. VERIFICATION OF THE REQUIRED INSURANCE SHALL BE SUBMITTED AND MADE PART OF THIS AGREEMENT PRIOR TO EXECUTION. Contractor shall maintain all required insurance listed herein for the duration of this Agreement. 4.1 Workers’ Compensation. 4.1.1 General Requirements. Contractor shall, at its sole cost and expense, maintain Statutory Workers’ Compensation Insurance and Employer’s Liability Insurance for any and all persons employed directly or indirectly by Contractor. The Statutory Workers’ Compensation Insurance and Employer’s Liability Insurance shall be provided with limits of not less than $1,000,000 per accident. In the alternative, Contractor may rely on a self- insurance program to meet these requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the California Labor Code shall be solely in the discretion of the Contract Administrator. The Workers’ Compensation policy shall be endorse d with a waiver of subrogation in favor of the City for all work performed by the Contractor, its employees, agents, and subcontractors. 4.1.2 Submittal Requirements. To comply with Subsection 4.1, Contractor shall submit the following: a. Certificate of Workers’ Compensation Insurance in the amounts specified in the section; and Services Agreement between Effective July 1, 2020 City of Dublin and Special Events Page 6 of 15 b. Waiver of Subrogation Endorsement as required by the section. 4.2 Commercial General and Automobile Liability Insurance. 4.2.1 General Requirements. Contractor, at its own cost and expense, shall maintain commercial general liability insurance for the term of this Agreement in an amount not less than $2,000,000 and automobile liability insurance for the term of this Agreement in an amount not less than $2,000,000 per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non-owned automobiles. 4.2.2 Minimum Scope of Coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 (most recent edition) covering comprehensive General Liability on an “occurrence” basis. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001, Code 1 (any auto). No endorsement shall be attached limiting the coverage. 4.2.3 Additional Requirements. Each of the following shall be included in the insurance coverage or added as a certified endorsement to the policy: a. The Insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis. b. City, its officers, officials, employees, and volunteers are to be covered as additional insureds as respects: liability arising out of work or operations performed by or on behalf of the Contractor; or automobiles owned, leased, hired, or borrowed by the Contractor. c. Contractor hereby agrees to waive subrogation which any insurer or contractor may require from vendor by virtue of the payment of any loss. Contractor agrees to obtain any endorsements that may be necessary to affect this waiver of subrogation. d. For any claims related to this Agreement or the work hereunder, 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, Services Agreement between Effective July 1, 2020 City of Dublin and Special Events Page 7 of 15 or volunteers shall be excess of the Contractor’s insurance and shall not contribute with it. 4.2.4 Submittal Requirements. To comply with Subsection 4.2, Contractor shall submit the following: a. Certificate of Liability Insurance in the amounts specified in the section; b. Additional Insured Endorsement as required by the section; c. Waiver of Subrogation Endorsement as required by the section; and d. Primary Insurance Endorsement as required by the section. 4.3 All Policies Requirements. 4.3.1 Acceptability of Insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A:VII. 4.3.2 Verification of Coverage. Prior to beginning any work under this Agreement, Contractor shall furnish City with complete copies of all Certificates of Liability Insurance delivered to Contractor by the insurer, including complete copies of all endorsements attached to the policies. All copies of Certificates of Liability Insurance and certified endorsements sh all show the signature of a person authorized by that insurer to bind coverage on its behalf. If the City does not receive the required insurance documents prior to the Contractor beginning work, it shall not waive the Contractor’s obligation to provide them. The City reserves the right to require complete copies of all required insurance policies at any time. 4.3.3 Deductibles and Self-Insured Retentions. Contractor shall disclose to and obtain the written approval of City for the self-insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. At the option of the City, either: the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, employees, and volunteers; or the Contractor shall provide a financial guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claim administration and defense expenses. 4.3.4 Wasting Policies. No policy required by this Section 4 shall include a “wasting” policy limit (i.e. limit that is eroded by the cost of defense). 4.3.5 Endorsement Requirements. Each insurance policy required by Section 4 shall be endorsed to state that coverage shall not be canceled by either party, except after 30 days’ prior written notice has been provided to the City. Services Agreement between Effective July 1, 2020 City of Dublin and Special Events Page 8 of 15 4.3.6 Subcontractors. Contractor shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 4.4 Remedies. In addition to any other remedies City may have if Contractor fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option exercise any of the following r emedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Contractor’s breach: ▪ Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; ▪ Order Contractor to stop work under this Agreement or withhold any payment that becomes due to Contractor hereunder, or both stop work and withhold any payment, until Contractor demonstrates compliance with the requirements hereof; and/or ▪ Terminate this Agreement. Section 5. INDEMNIFICATION AND CONTRACTOR’S RESPONSIBILITIES. Contractor shall indemnify, defend with counsel acceptable to City, and hold harmless City and its officers, officials, employees, agents and volunteers from and against any and all lia bility, loss, damage, claims, expenses, and costs (including without limitation, attorney’s fees and costs and fees of litigation) (collectively, “Liability”) of every nature arising out of or in connection with Contractor’s performance of the Services or its failure to comply with any of its obligations contained in this Agreement, except such Liability caused by the sole negligence or willful misconduct of City. The Contractor’s obligation to defend and indemnify shall not be excused because of the Contractor’s inability to evaluate Liability or because the Contractor evaluates Liability and determines that the Contractor is not liable to the claimant. The Contractor must respond within 30 days, to the tender of any claim for defense and indemnity by the City, unless this time has been extended by the City. If the Contractor fails to accept or reject a tender of defense and indemnity within 30 days, in addition to any other remedy authorized by law, so much of the money due the Contractor under and by virtue of this Agreement as shall reasonably be considered necessary by the City, may be retained by the City until disposition has been made of the claim or suit for damages, or until the Contractor accepts or rejects the tender of defense, whichever o ccurs first. Notwithstanding the forgoing, to the extent this Agreement is a “construction contract” as defined by California Civil Code Section 2782, as may be amended from time to time, such duties of Contractor to indemnify shall not apply when to do s o would be prohibited by California Civil Code Section 2782. In the event that Contractor or any employee, agent, or subcontractor of Contractor providing services under this Agreement is determined by a court of competent jurisdiction or the California P ublic Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Contractor shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions Services Agreement between Effective July 1, 2020 City of Dublin and Special Events Page 9 of 15 for PERS benefits on behalf of C ontractor or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City. Section 6. STATUS OF CONTRACTOR. 6.1 Independent Contractor. At all times during the term of this Agreement, Contractor shall be an independent contractor and shall not be an employee of City. This Agreement shall not be construed as an agreement for employment. City shall have the right to control Contractor only insofar as the results of Contractor's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subsection 1.3; however, otherwise City shall not have the right to control the means by which Contractor accomplishes services rendered pursuant to this Agreement. Contractor further acknowledges that Contractor performs Services outside the usual course of the City’s business; and is customarily engaged in an independently established trade, occupation, or business of the same nature as the Contractor performs for the City, and has the option to perform such work for other entities. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Contractor and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibi lity to enroll in the California Public Employees Retirement System (PERS) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. 6.2 Contractor Not an Agent. Except as City may specify in writing, Contractor shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Contractor shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever. Section 7. LEGAL REQUIREMENTS. 7.1 Governing Law. The laws of the State of California shall govern this Agreement. 7.2 Compliance with Applicable Laws. Contractor and any subcontractors shall comply with all laws applicable to the performance of the work hereunder . 7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another gover nmental entity, Contractor and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. 7.4 Licenses and Permits. Contractor represents and warrants to City that Contractor and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. Contractor represents and warrants to City that Contractor and its Services Agreement between Effective July 1, 2020 City of Dublin and Special Events Page 10 of 15 employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professio ns. In addition to the foregoing, Contractor and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. 7.5 Nondiscrimination and Equal Opportunity. Contractor shall not discriminate, on the basis of a person’s race, sex, gender, religion (including religious dress and grooming practices), national origin, ancestry, physical or mental disability, medical condition (including cancer and genetic characteristics), marital status, age, sexual orienta tion, color, creed, pregnancy, genetic information, gender identity or expression, political affiliation or belief, military/veteran status, or any other classification protected by applicable local, state, or federal laws (each a “Protected Characteristic ”), against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Con tractor under this Agreement. Contractor shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement. Section 8. TERMINATION AND MODIFICATION. 8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Contractor. Contractor may cancel this Agreement upon 30 days’ written notice to City and shall include in such notice the reasons for cancellation. In the event of termination, Contractor shall be entitled to compensation for services performed to the effective date of termination; City, however, may condition payment of such compensation upon Contractor delivering to City any or all documents, photographs, computer software, video and audio tapes, and other materials provided to Contractor or prepared by or for Contractor or the City in connection with this Agreement. 8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Contractor understands and agrees that, if City grants such an extension, City shall have no ob ligation to provide Contractor 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 Contractor for any otherwise reimbursable expenses incurred during the extension period. 8.3 Amendments. The Parties may amend this Agreement only by a writing signed by all the Parties. Services Agreement between Effective July 1, 2020 City of Dublin and Special Events Page 11 of 15 8.4 Assignment and Subcontracting. City and Contractor recognize and agree that this Agreement contemplates personal performance by Contractor and is based upon a determination of Contractor’s unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Contractor. Contractor may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Contractor shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the proposal, without prior written approval of the Contract Administrator. 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Contractor shall survive the termination of this Agreement. 8.6 Options upon Breach by Contractor. If Contractor materially breaches any of the terms of this Agreement, City’s remedies shall include, but not be limited to, the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Contractor pursuant to this Agreement; 8.6.3 Retain a different contractor to complete the work described in Exhibit A not finished by Contractor; or 8.6.4 Charge Contractor the difference between the cost to complete the w ork described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Contractor pursuant to Section 2 if Contractor had completed the work. Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Contractor’s Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that Contractor prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Contractor hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Contractor agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both Parties. 9.2 Contractor’s Books and Records. Contractor shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents Services Agreement between Effective July 1, 2020 City of Dublin and Special Events Page 12 of 15 evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of 3 years, or for any longer period required by law, from the date of final payment to the Contractor to this Agreement. 9.3 Inspection and Audit of Records. Any records or documents that Subsection 9.2 of this Agreement requires Contractor 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 a mount of public funds expended under this Agreement exceeds $10,000.00, the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of 3 years after final paymen t under the Agreement. Section 10. MISCELLANEOUS PROVISIONS. 10.1 Attorneys’ Fees. If a party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement, the Parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Alameda or in the United States District Court for the Northern District of California. 10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the Parties. 10.6 Conflict of Interest. Contractor may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would pla ce Contractor in a “conflict of interest,” as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq. Contractor shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Section 1090 et seq. Services Agreement between Effective July 1, 2020 City of Dublin and Special Events Page 13 of 15 Contractor hereby warrants that it is not now, nor has it been in the previous 12 months, an employee, agent, appointee, or official of the City. If Contractor was an employee, agent, appointee, or official of the City in the previous 12 months, Contractor warrants that it did not participate in any manner in the forming of this Agreement. Contractor understands that, if this Agreement is made in violation of California Government Code Section 1090 et seq., the entire Agreement is void and Contractor will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Contractor will be required to reimburse the City for any sums paid to the Contractor. Contractor understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of California Government Code Section 1090 et seq., and, if applicable, will be disqualified from holding public office in the State of California. 10.7 Solicitation. Contractor agrees not to solicit business at any meeting, focus group, or interview related to this Agreement, either orally or through any written materials. 10.8 Contract Administration. This Agreement shall be administered by the City Manager ("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee. 10.9 Notices. Any written notice to Contractor shall be sent to: Special Events Director of Sales 174 Lawrence Drive, Suite A Livermore, CA 94551 Any written notice to City shall be sent to: City of Dublin City Manager 100 Civic Plaza Dublin, CA 94568 10.10 Integration. This Agreement, including the scope of work attached hereto and incorporated herein as Exhibits A represents the entire and integrated agreement between City and Contractor and supersedes all prior negotiations, representations, or agreements, either written or oral. Exhibit A Scope of Services and Compensation Schedule and Reimbursable Expenses 10.11 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement. 10.12 Certification per Iran Contracting Act of 2010. In the event that this contract is for one million dollars ($1,000,000.00) or more, by Contractor’s signature below Contractor Services Agreement between Effective July 1, 2020 City of Dublin and Special Events Page 14 of 15 certifies that Contractor, and any parent entities, subsidiaries, successors or subunits of Contractor are not identified on a list created pursuant to subdivision (b) of Section 2203 of the California Public Contract Code as a person engaging in investment activities in Iran as described in subdivision (a) of Section 2202.5, or as a person described in subdivision (b) of Section 2202.5 of the California Public Contract Code, as applicable. SIGNATURES ON FOLLOWING PAGE Services Agreement between Effective July 1, 2020 City of Dublin and Special Events Page 15 of 15 The Parties have executed this Agreement as of the Effective Date. The persons whose signatures appear below certify that they are authorized to sign on behalf of the respective Party. CITY OF DUBLIN SPECIAL EVENTS Linda Smith, City Manager Archille Cuyle, Director of Sales Attest: Marsha Moore, City Clerk Approved as to Form: John Bakker, City Attorney 3070365.1 Services Agreement between July 1, 2020 City of Dublin and Special Events Exhibit A – Page 1 of 1 EXHIBIT A SCOPE OF SERVICES AND COMPENSATION SCHEDULE AND REIMBURSABLE EXPENSES REQUEST FOR PROPOSALS FOR ELECTRICAL SERVICES July 1, 2020-June 30, 2023 City of Dublin Posted: April 8, 2020 Proposals must be received by: April 22, 2020 by 10:00 AM (Pacific Time) Contact: City of Dublin Parks and Community Services Attn: Special Events 100 Civic Plaza, Dublin, CA 94568 925-833-6645 PURPOSE OF THE REQUEST PROPOSAL This Request for Proposal is for rental, delivery, set -up and tear-down of event-related electrical equipment. Please submit a quote that includes all associated costs that meets and/or exceeds the following quote specifications for electrical equipment for City of Dublin Special Events. SELECTION PROCESS After reviewing the proposals, the City may conduct interviews with qualified businesses. If the City chooses to conduct interviews, it will notify selected contractors after the proposal submittal date to arrange an interview time. Determination of the best quote(s) shall be based upon, but not limited to, the following: • Cost; • Ability, capacity and skill of the contractor to deliver all requested rental equipment promptly, or at the time specified; • Reputation and experience of the contractor; • Previous experience of the contractor with the City; • Previous and existing compliance by the contractor with laws and ordinances; • The quality, availability and adaptability of supplies KEY DATES & RFP SCHEDULE Milestone Date RFP Issued April 8, 2020 Proposals Due 10:00 AM, April 22, 2020 Interviews (as deemed necessary) April 29-30, 2020 Selection May 2020 City Council Consideration/ Approval of Agreement (if required) June 2020 Agreement Begins July 2020 PROPOSAL SUBMISSION Submit one (1) wet-signed original. GENERAL INFORMATION ABOUT PROPOSAL SUBMISSION, EVALUATION, AND SELECTION The City of Dublin reserves and may exercise the following rights and options with respect to t he proposal submission, evaluation, and selection process. The right to: • Reject any or all proposals and re-issue the RFP at any time prior to execution of a final contract, if, in the City’s sole discretion, it is in the City’s best interest to do so; • Waive any informalities, defects, non-responsiveness or irregularities that, in the City’s sole judgment, is not material to the proposal; • Reject any proposal that does not address the requirements or scope of work of the RFP, or that is incomplete or not in conformity or compliance with applicable laws; • Supplement, amend, substitute, or otherwise modify the RFP at any time prior to selection of one or more contractors for negotiation, and to cancel the RF P with or without issuing another RFP; • Accept or reject any or all items in any proposal and award the contract(s) in whole, or in part, if it is deemed in the City’s best interest to do so; • Request that some or all contractors modify proposals based upon the City’s review and evaluation; • Conduct such investigations with respect to the financial, technical, and other qualifications of each contractor as the City, in its sole discretion, deems necessary or appropriate. GENERAL INFORMATION • Selected contractor will directly operate the equipment rentals that they are awarded. • This RFP does not constitute a contract or an offer of employment and does not commit the City to award a contract. The City may enter into negotiations for an agreement, on terms and conditions satisfactory to the City, with one or more selected contractors; however, the City reserves the right to terminate any negotiations at any time. • Any cost incurred by contractor in preparing and providing a response to the RFP is solely the responsibility of the contractor. • When a contractor has been selected by the City, the City and contractor shall negotiate a contract. A draft template contract is attached; however, the City reserves the right to modify the template at any time prior to final contract execution. If the terms of the contract cannot be agreed upon for any reason, another contractor may be selected. • After successful negotiation of a contract with a contractor, City may bring forth a staff report to the City Council for consideration. Once the contract has be en approved, the contractor will be notified by phone and email. Contractors will be required to obtain, and during the term of the contract maintain, insurance policies as detailed in the attached Contractor Services Agreement. • The successful contractor shall commence work on the date specified in the fully executed contract, which will be transmitted to the contractor after City Council approval of the contract (if applicable). ATTACHMENTS • Standard Contractor Services Agreement Template Contacts: Lauren Marriott (925) 556-4508 or lauren.marriott@dublin.ca.gov Ashley Koch (925) 556-4509 or ashley.koch@dublin.ca.gov Splatter: Location: 4201 Central Parkway, Dublin, CA 94568 Event Date: Second Saturday in September Event Hours: 12:00pm – 8:30pm GENERATORS/ELECTRICAL DISRIBUTION Qty Description Notes COST 4 70 KW generator $ 4 LED Light tower generator $ 15 Spider Box $ 15 Spider Box Cables (100 ft) $ 10 Extension Cords (50 ft) $ 5 Cable Ramps $ 1 Labor – Installation (if not included) $ 12 One On – Site Technician Saturday 9/12 12 hours $ 50 Fuel cost (as needed, to be billed after event) 50 gallons $ Environmental Charge If applicable $ Other Fees If applicable $ TOTAL $ St. Patrick’s Festival: Location: 100 Civic Plaza, Dublin, CA 94568 Festival Days: The weekend prior to or of St. Patrick’s Day Festival Hours: 10:00am – 5:00pm GENERATORS/ELECTRICAL DISRIBUTION Qty Description Notes COST 4 70 KW generator $ 3 25 KW generator $ 1 LED Light tower generator $ 5 400 amp Distro Panel $ 15 Spider Box $ 15 Spider Box Cables (100 ft) $ 10 Extension Cords (50 ft) $ 5 Cable Ramps $ 1 Labor – Installation (if not included) $ 20 One On – Site Technician Sat & Sun 10 hours each day $ 50 Fuel cost (as needed, to be billed after event) 50 gallons $ Environmental Charge If applicable $ Other Fees If applicable $ TOTAL $ The undersigned offers and agrees to furnish the above articles and/or services at the prices and terms stated subject to the general conditions of this quote. Signature: __________________________________________Date: ______________________ Name of Contact Person: _________________________________________________________ Name of Firm: __________________________________________________________________ Address: ______________________________________________________________________ City: _________________________________________ State: ___________ Zip: ____________ Phone: _________________________________ Fax: __________________________________ E-mail Address: ________________________________ Website__________________________ For More Information, Contact: Lauren Marriott (925) 556-4508 or lauren.marriott@dublin.ca.gov Ashley Koch (925) 556-4509 or ashley.koch@dublin.ca.gov ATTACHMENT 1 – STANDARD CONTRACT SERVICES AGREEMENT TEMPLATE CONTRACTOR SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND [NAME OF CONTRACTOR] THIS AGREEMENT for _______________ services is made by and between the City of Dublin (“City”) and __________________ (“Contractor”) (together sometimes referred to as the “Parties”) as of ____________, 20__ (the “Effective Date”). Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Contractor shall provide to City the services described in the Scope of Work attached as Exhibit A at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on the Effective Date and shall end on _______________, the date of completion specified in Exhibit A, and Contractor shall complete the work described in Exhibit A on or before that date, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The time provided to Contractor to complete the services required by this Agreement shall not affect the City’s right to terminate the Agreement, as referenced in Section 8. Notwithstanding the foregoing this Agreement may be extended on a month to month basis for up to 6 months upon the written consent of the Contractor and the City Manager, provided that: a) sufficient funds have been appropriated for such purchase, b) the price charged by the Contractor for the provision of the serves described in Exh ibit A does not increase. None of the foregoing shall affect the City’s right to terminate the Agreement as provided for in Section 8. 1.2 Standard of Performance. Contractor shall perform all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Contractor is engaged. 1.3 Assignment of Personnel. Contractor shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Contractor shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Contractor shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Subsection 1.2 above and to satisfy Contractor’s obligations hereunder. 1.5 INTENTIONALLY DELETED 1.6 INTENTIONALLY DELETED Section 2. COMPENSATION. City hereby agrees to pay Contractor a sum not to exceed ________________, notwithstanding any contrary indications that may be contained in Contractor’s proposal, for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Contractor’s proposal, attached as Exhibit A, regarding the amount of compensation, the Agreement shall prevail. City shall pay Cont ractor for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Contractor for services rendered pursuant to this Agreement. Contractor shall sub mit all invoices to City in the manner specified herein. Except as specifically authorized by City in writing, Contractor shall not bill City for duplicate services performed by more than one person. Contractor and City acknowledge and agree that compensation paid by City to Contractor under this Agreement is based upon Contractor’s estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Contractor. Consequently, the Parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Contractor and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such c ontributions beyond compensation required under this Agreement. 2.1 Invoices. Contractor shall submit invoices, not more often than once a month during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred p rior to the invoice date. No individual performing work under this Agreement shall bill more than 2,000 hours in a fiscal year unless approved, in writing, by the City Manager or his/her designee. Invoices shall contain the following information: ▪ Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.; ▪ The beginning and ending dates of the billing period; ▪ A Task Summary containing the original contract amount, the amount of prior billings, the total due this period, the balance available under the Agreement, and the percentage of completion; ▪ A copy of the applicable time entries or time sheets shall be submitted showing the following: o Daily logs of total hours worked by each individual performing work under this Agreement o Hours must be logged in increments of tenths of an hour or quarter hour o If this Agreement covers multiple projects, all hours must also be logged by project assignment o A brief description of the work, and each reimbursable expense ▪ The total number of hours of work performed under the Agreement by Contractor and each employee, agent, and subcontractor of Contractor performing services hereunder; ▪ The Contractor’s signature; ▪ Contractor shall give separate notice to the City when the total number of hours worked by Contractor and any individual employee, agent, or subcontractor of Contractor reaches or exceeds 800 hours within a 12-month period under this Agreement and any other agreement between Contractor and City. Such notice shall include an estimate of the time necessary to complete work described in Exhibit A and the estimate of time necessary to complete work under any other agreement between Contractor and City, if applicable. 2.2 Monthly Payment. City shall make monthly payments, based on invoices received, for services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have 30 days from the receipt of an invoice that complies with all of the requirements above to pay Contractor. 2.3 Final Payment. City shall pay the last 10% of the total sum due pursuant to this Agreement within 60 days after completion of the services and submittal to City of a final invoice, if all services required have been satisfactorily performed. 2.4 Total Payment. City shall pay for the services to be rendered by Contractor pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Contractor in rendering services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement. In no event shall Contractor submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. 2.5 Hourly Fees. Fees for work performed by Contractor on an hourly basis shall not exceed the amounts shown on the compensation schedule attached hereto as Exhibit B. 2.6 Reimbursable Expenses. Reimbursable expenses are specified in Exhibit B, and shall not exceed $_______________. Expenses not listed in Exhibit B are not chargeable to City. Reimbursable expenses are included in the total amount of compensation provided under this Agreement that shall not be exceeded. 2.7 Payment of Taxes. Contractor is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. 2.8 Payment upon Termination. In the event that the City or Contractor terminates this Agreement pursuant to Section 8, the City shall compensate the Contractor for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Contractor shall maintain adequate logs and timesheets to verify costs incurred to that date. 2.9 Authorization to Perform Services. The Contractor is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator. 2.10 Liquidated Damages. Failure of Contractor to respond to problems referred to it by City within the time limits established in Subsection 1.2 of this Agreement shall result in liquidated damages as set forth in Exhibit A. Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Contractor shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement. City shall make available to Contractor only the facilities and equipment listed in this section, and only under the terms and conditions set forth herein. Contractor shall make a written request to City to use facilities or equipment not otherwise listed herein. 3.1 Safety Requirements. In accordance with generally accepted construction practices and state law, Contractor shall be solely and completely responsible for conditions on the jobsite, including safety of all persons and property during performance of the work. This requirement sh all apply continuously and not be limited to normal working hours. Contractor shall take all necessary precautions and provide all necessary safeguards to prevent personal injury and property damage. Contractor shall provide protection for all persons including, but not limited to, its employees and employees of its subcontractors; members of the public; and employees, agents, and representatives of the City and regulatory agencies that may be on or about the work. The services of the City in conducting review and inspection of Contractor's performance is not intended to include review of the adequacy of Contractor's work methods, equipment, bracing or scaffolding, or safety measures, in, on, or near any Contractor jobsite. All work and materials shall be in strict accordance with all applicable state, city, county, and federal rules, regulations and codes, with specific attention to the United States Department of Labor Occupational Health and Safety Administration (OSHA) requirements . Contractor shall be solely responsible for compliance with all city, county, and state explosive transport, storage, and blasting requirements and for any damages caused by such operations. Contractor is hereby informed that work on City property could be hazardous. Contractor shall carefully instruct all personnel working on City property that all conditions of the property are potentially hazardous work areas as to potential dangers and shall provide such necessary safety equipment and instructions as are necessary to prevent injury to personnel and damage to property. Special care shall be exercised relative to work underground. In addition to complying with all other safety regulations, Contractor shall abide by any and all other City requirements contained in any specifications, special conditions or manuals, which shall be made available by City upon request. Contractor shall provide and maintain all necessary safety equipment such as fences, barriers, signs, lights, walkways, guards, and fire prevention and fire-fighting equipment and shall take such other action as is required to fulfill its obligations under this section. It is the intent of the City to provide a safe working environment under normal conditions. CONTRACTOR IS ADVISED THAT CITY’S OPERATIONS AND PROPERTY ARE INHERENTLY HAZARDOUS BECAUSE OF CONDITIONS SUCH AS CONFINED SPACES, POTENTIALLY EXPLOSIVE ATMOSPHERES, AND POSSIBLE EXPOSURE TO PATHOGENS. Contractor shall maintain all portions of the jobsite in a neat, clean, and sanitary conditio n at all times. If required by the City, toilets shall be furnished by Contractor where needed for use of its employees and their use shall be strictly enforced. Contractor shall not use the City's existing sanitary facilities, unless previously authorized by the City. Contractor shall keep adequate first aid facilities and supplies available and instruction in first aid for its employees shall be given. City reserves the right to require that Contractor bring onto the project or engage the services of a licensed safety engineer at any time during the term of this Agreement. If Contractor does not have a licensed safety engineer on staff, then City may require that Contractor engage a subcontractor or subconsultant as the project’s safety engineer. Contractor shall bear all costs in connection with meeting the requirements of this section. Section 4. INSURANCE REQUIREMENTS. Before fully executing this Agreement, Contractor, at its own cost and expense, unless otherwise specified below, shall procure the types and amounts of insurance listed below against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Contractor and its agents, representatives, employees, and subcontractors. Consistent with the following provisions, Contractor shall provide proof satisfactory to City of such insurance that meets the requirements of this section and under forms of insurance satisfactory in all respects, and that such insurance is in effect prior to beginning work. Contractor shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Contractor's bid. Contractor shall not allow any subcontractor to commence work on any subcontract until Contractor has obtained all insurance required herein for the subcontractor(s) and provided evidence to City that such insurance is in effect. VERIFICATION OF THE REQUIRED INSURANCE SHALL BE SUBMITTED AND MADE PART OF THIS AGREEMENT PRIOR TO EXECUTION. Contractor shall maintain all required insurance listed herein for the duration of this Agreement. 4.1 Workers’ Compensation. 4.1.1 General Requirements. Contractor shall, at its sole cost and expense, maintain Statutory Workers’ Compensation Insurance and Employer’s Liability Insurance for any and all persons employed directly or indirectly by Contractor. The Statutory Workers’ Compensation Insurance and Employer’s Liability Insurance shall be provided with limits of not less than $1,000,000 per accident. In the alternative, Contractor may rely on a self-insurance program to meet these requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self -insurance program meets the standards of the California Labor Code shall be solely in the discretion of the Contract Administrator. The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the City for all work performed by the Contractor, its employees, agents, and subcontractors. 4.1.2 Submittal Requirements. To comply with Subsection 4.1, Contractor shall submit the following: a. Certificate of Workers’ Compensation Insurance in the amounts specified in the section; and b. Waiver of Subrogation Endorsement as required by the section. 4.2 Commercial General and Automobile Liability Insurance. 4.2.1 General Requirements. Contractor, at its own cost and expense, shall maintain commercial general liability insurance for the term of this Agreement in an amount not less than $2,000,000 and automobile liability insurance for the term of this Agreement in an amount not less than $2,000,000 per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non-owned automobiles. 4.2.2 Minimum Scope of Coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 (most recent edition) covering comprehensive General Liability on an “occurrence” basis. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001, Code 1 (any auto). No endorsement shall be attached limiting the coverage. 4.2.3 Additional Requirements. Each of the following shall be included in the insurance coverage or added as a certified endorsement to the policy: a. The Insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis. b. City, its officers, officials, employees, and volunteers are to be covered as additional insureds as respects: liability arising out of work or operations performed by or on behalf of the Contractor; or automobiles owned, leased, hired, or borrowed by the Contractor. c. Contractor hereby agrees to waive subrogation which any insurer or contractor may require from vendor by virtue of the payment of any loss. Contractor agrees to obtain any endorsements that may be necessary to affect this waiver of subrogation. d. For any claims related to this Agreement or the work hereunder, 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. 4.2.4 Submittal Requirements. To comply with Subsection 4.2, Contractor shall submit the following: a. Certificate of Liability Insurance in the amounts specified in the section; b. Additional Insured Endorsement as required by the section; c. Waiver of Subrogation Endorsement as required by the section; and d. Primary Insurance Endorsement as required by the section. 4.3 All Policies Requirements. 4.3.1 Acceptability of Insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A:VII. 4.3.2 Verification of Coverage. Prior to beginning any work under this Agreement, Contractor shall furnish City with complete copies of all Certificates of Liability Insurance delivered to Contractor by the insurer, including complete copies of all endorsements attached to the policies. All copies of Certificates of Liability Insurance and certified endorsements shall show the signature of a person authorized by that insurer to bind coverage on its behalf. If the City does not receive the required insurance documents prior to the Contractor beginning work, it shall not waive the Contractor’s obligation to provide them. The City reserves the right to require complete copies of all required insurance policies at any time. 4.3.3 Deductibles and Self-Insured Retentions. Contractor shall disclose to and obtain the written approval of City for the self-insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. At the option of the City, either: the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, employees, and volunteers; or the Contractor shall provide a financial guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claim administration and defense expenses. 4.3.4 Wasting Policies. No policy required by this Section 4 shall include a “wasting” policy limit (i.e. limit that is eroded by the cost of defense). 4.3.5 Endorsement Requirements. Each insurance policy required by Section 4 shall be endorsed to state that coverage shall not be canceled by either party, except after 30 days’ prior written notice has been provided to the City. 4.3.6 Subcontractors. Contractor shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 4.4 Remedies. In addition to any other remedies City may have if Contractor fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Contractor’s breach: ▪ Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; ▪ Order Contractor to stop work under this Agreement or withhold any payment that becomes due to Contractor hereunder, or both stop work and withhold any payment, until Contractor demonstrates compliance with the requirements hereof; and/or ▪ Terminate this Agreement. Section 5. INDEMNIFICATION AND CONTRACTOR’S RESPONSIBILITIES. Contractor shall indemnify, defend with counsel acceptable to City, and hold harmless City and its officers, officials, employees, agents and volunteers from and against any and all liability, loss, damage, claims, expenses, and costs (including witho ut limitation, attorney’s fees and costs and fees of litigation) (collectively, “Liability”) of every nature arising out of or i n connection with Contractor’s performance of the Services or its failure to comply with any of its obligations contained in this Agreement, except such Liability caused by the sole negligence or willful misconduct of City. The Contractor’s obligation to defend and indemnify shall not be excused because of the Contractor’s inability to evaluate Liability or because the Contractor evaluates Liability and determines that the Contractor is not liable to the claimant. The Contractor must respond within 30 days, to the tender of any claim for defense and indemnity by the City, unless this time has been extended by the City. If the Co ntractor fails to accept or reject a tender of defense and indemnity within 30 days, in addition to any other remedy authorized by law, so much of the money due the Contractor under and by virtue of this Agreement as shall reasonably be considered necessar y by the City, may be retained by the City until disposition has been made of the claim or suit for damages, or until the Contractor accepts or rejects the tender of defense, whichever occurs first. Notwithstanding the forgoing, to the extent this Agreement is a “construction contract” as defined by California Civil Code Section 2782, as may be amended from time to time, such duties of Contractor to indemnify shall not apply when to do so would be prohibited by California Civil Code Section 2782. In the event that Contractor or any employee, agent, or subcontractor of Contractor providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Contractor shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Contractor or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City. Section 6. STATUS OF CONTRACTOR. 6.1 Independent Contractor. At all times during the term of this Agreement, Contractor shall be an independent contractor and shall not be an employee of City. This Agreement shall not be construed as an agreement for employment. City shall have the right to control Contractor only insofar as the results of Contractor's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subsection 1.3; however, otherwise City shall not have the right to control the means by which Contractor accomplishes services rendered pursuant to this Agreement. Contractor further acknowledges that Contractor performs Services outside the usual course of the City’s business; and is customarily engaged in an independently established trade, occupation, or business of the same nature as the Contractor performs for the City, and has the option to perform such work for other entities. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Contractor and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of e mployment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. 6.2 Contractor Not an Agent. Except as City may specify in writing, Contractor shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Contractor shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever. Section 7. LEGAL REQUIREMENTS. 7.1 Governing Law. The laws of the State of California shall govern this Agreement. 7.2 Compliance with Applicable Laws. Contractor and any subcontractors shall comply with all laws applicable to the performance of the work hereunder. 7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Contractor and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. 7.4 Licenses and Permits. Contractor represents and warrants to City that Contractor and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. Contractor represents and warrants to City that Contractor and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Contractor and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. 7.5 Nondiscrimination and Equal Opportunity. Contractor shall not discriminate, on the basis of a person’s race, sex, gender, religion (including religious dress and grooming practices), national origin, ancestry, physical or mental disability, medical condition (including cancer and genetic characteristics), marital status, age, sexual orientation, color, creed, pregnancy, genetic information, gender identity or expression, political affiliation or belief, military/veteran status, or any other classification protected by applicable local, state, or federal laws (each a “Protected Characteristic”), against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Contractor under this Agreement. Contractor shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement. Section 8. TERMINATION AND MODIFICATION. 8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Contractor. Contractor may cancel this Agreement upon 30 days’ written notice to City and shall include in such notice the reasons for cancellation. In the event of termination, Contractor shall be entitled to compensation for services performed to the effective date of termination; City, however, may condition payment of such compensation upon Contractor delivering to City any or all documents, photographs, comp uter software, video and audio tapes, and other materials provided to Contractor or prepared by or for Contractor or the City in connection with this Agreement. 8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this Ag reement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Contractor understands and agrees that, if City grants such an extension, City shall have no obligation to provide Contractor 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 Contractor for any otherwise reimbursable expenses incurred during the extension period. 8.3 Amendments. The Parties may amend this Agreement only by a writing signed by all the Parties. 8.4 Assignment and Subcontracting. City and Contractor recognize and agree that this Agreement contemplates personal performance by Contractor and is based upon a determination of Contractor’s unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Contractor. Contractor may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Contractor shall not subcontract any portion of the performance contemplated and prov ided for herein, other than to the subcontractors noted in the proposal, without prior written approval of the Contract Administrator. 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Contractor shall survive the termination of this Agreement. 8.6 Options upon Breach by Contractor. If Contractor materially breaches any of the terms of this Agreement, City’s remedies shall include, but not be limited to, the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Contractor pursuant to this Agreement; 8.6.3 Retain a different contractor to complete the work described in Exhibit A not finished by Contractor; or 8.6.4 Charge Contractor the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Contractor pursuant to Section 2 if Contractor had completed the work. Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Contractor’s Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that Contractor prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Contractor hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other mate rials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Contractor agree that, until final approval by Cit y, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both Parties. 9.2 Contractor’s Books and Records. Contractor shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of 3 years, or for any longer period required by law, from the date of final payment to the Contractor to this Agreement. 9.3 Inspection and Audit of Records. Any records or documents that Subsection 9.2 of this Agreement requires Contractor to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds $10,000.00, the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of 3 years after final payment under the Agreement. Section 10. MISCELLANEOUS PROVISIONS. 10.1 Attorneys’ Fees. If a party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement, the Parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Alameda or in the United States District Court for the Northern District of California. 10.3 Severability. If a court of competent jurisdiction finds or r ules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agre ement. 10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the Parties. 10.6 Conflict of Interest. Contractor may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Contractor in a “conflict of interest,” as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq. Contractor shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Section 1090 et seq. Contractor hereby warrants that it is not now, nor has it been in the previous 12 months, an employee, agent, appointee, or official of the City. If Contractor was an employee, agent, appointee, or official of the City in the previous 12 months, Contractor warrants that it did not participate in any manner in the forming of this Agreement. Contractor understands that, if this Agreement is made in violation of California Government Code Section 1090 et seq., the entire Agreement is void and Contractor will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Contractor will be required to reimburse the City for any sums paid to the Contractor. Contractor understands that, in additio n to the foregoing, it may be subject to criminal prosecution for a violation of California Government Code Section 1090 et seq., and, if applicable, will be disqualified from holding public office in the State of California. 10.7 Solicitation. Contractor agrees not to solicit business at any meeting, focus group, or interview related to this Agreement, either orally or through any written materials. 10.8 Contract Administration. This Agreement shall be administered by the City Manager ("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee. 10.9 Notices. Any written notice to Contractor shall be sent to: ____________________________________________ ____________________________________________ ____________________________________________ Any written notice to City shall be sent to: City of Dublin Att:___________ 100 Civic Plaza Dublin, CA 94568 10.10 Integration. This Agreement, including the scope of work attached hereto and incorporated herein as Exhibits A, B, represents the entire and integrated agreement between City and Contractor and supersedes all prior negotiations, representations, or agreements, either written or oral. Exhibit A Scope of Services Exhibit B Compensation Schedule & Reimbursable Expenses 10.11 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement. 10.12 Certification per Iran Contracting Act of 2010. In the event that this contract is for one million dollars ($1,000,000.00) or more, by Contractor’s signature below Contractor certifies that Contractor, and any parent entities, subsidiaries, successors or subunits of Contractor are not identified on a list created pursuant to subdivision (b) of Section 2203 of the California Public Contract Code as a person engaging in investment activities in Iran as described in subdivision (a) of Section 2202.5, or as a person described in subdivision (b) of Section 2202.5 of the California Public Contract Code, as applicable. SIGNATURES ON FOLLOWING PAGE The Parties have executed this Agreement as of the Effective Date. The persons whose signatures appear below certify that they are authorized to sign on behalf of the respective Party. CITY OF DUBLIN [NAME OF CONTRACTOR] Linda Smith, City Manager [NAME, TITLE] Attest: Contractor’s DIR Registration Number (if applicable) Caroline Soto, City Clerk Approved as to Form: City Attorney 3070365.1 EXHIBIT A SCOPE OF SERVICES 9989989844 EXHIBIT B COMPENSATION SCHEDULE & REIMBURSABLE EXPENSES REQUEST FOR PROPOSALS FOR LIGHTING & SOUND SERVICES July 1, 2020-June 30, 2023 City of Dublin Posted: April 8, 2020 Proposals must be received by: April 22, 2020 by 10:00 AM (Pacific Time) Contact: City of Dublin Parks and Community Services Attn: Special Events 100 Civic Plaza, Dublin, CA 94568 925-833-6645 PURPOSE OF THE REQUEST PROPOSAL This Request for Proposal is for rental, delivery, set -up and tear-down of event-related sound and lighting equipment. Please submit a quote that includes all associated costs that meets and/or exceeds the following quote specifications for sound and lighting equipment for City of Dublin Special Events. SELECTION PROCESS After reviewing the proposals, the City may conduct interviews with qualified businesses. If the City chooses to conduct interviews, it will notify selected contractors after the proposal submittal date to arrange an interview time. Determination of the best quote(s) shall be based upon, but not limited to, the following: • Cost; • Ability, capacity and skill of the contractor to deliver all requested rental equipment promptly, or at the time specified; • Reputation and experience of the contractor; • Previous experience of the contractor with the Ci ty; • Previous and existing compliance by the contractor with laws and ordinances; • The quality, availability and adaptability of supplies KEY DATES & RFQ SCHEDULE Milestone Date RFP Issued April 8, 2020 Proposals Due 10:00 AM, April 22, 2020 Interviews (as deemed necessary) April 29-30, 2020 Selection May 2020 City Council Consideration/ Approval of Agreement (if required) June 2020 Agreement Begins July 2020 PROPOSAL SUBMISSION Submit one (1) wet-signed original. GENERAL INFORMATION ABOUT PROPOSAL SUBMISSION, EVALUATION, AND SELECTION The City of Dublin reserves and may exercise the following rights and options with respect to the proposal submission, evaluation, and selection process. The right to: • Reject any or all proposals and re-issue the RFP at any time prior to execution of a final contract, if, in the City’s sole discretion, it is in the City’s best interest to do so; • Waive any informalities, defects, non-responsiveness or irregularities that, in the City’s sole judgment, is not material to the proposal; • Reject any proposal that does not address the requirements or scope of work of the RF P, or that is incomplete or not in conformity or compliance with applicable laws; • Supplement, amend, substitute, or otherwise modify the RF P at any time prior to selection of one or more contractors for negotiation, and to cancel the RFP with or without issuing another RFP; • Accept or reject any or all items in any proposal and award the contract(s) in whole, or in part, if it is deemed in the City’s best interest to do so; • Request that some or all contractors modify proposals based upon the City’s review and evaluation; • Conduct such investigations with respect to the financial, technical, and other qualifications of each contractor as the City, in its sole discretion, deems necessary or appropriate. GENERAL INFORMATION • Selected contractor will directly operate the equipment rentals that they are awarded. • This RFP does not constitute a contract or an offer of employment and does not commit the City to award a contract. The City may enter into negotiations for an agreement, on terms and conditions satisfactory to the City, with one or more selected contractors; however, the City reserves the right to terminate any negotiations at any time. • Any cost incurred by contractor in preparing and providing a response to the RF P is solely the responsibility of the contractor. • When a contractor has been selected by the City, the City and contractor shall negotiate a contract. A draft template contract is attached; however, the City reserves the right to modify the template at any time prior to final contract execution. If the terms of the contract cannot be agreed upon for any reason, another contractor may be selected. • After successful negotiation of a contract with a contractor, City may bring forth a staff report to the City Council for consideration. Once the contract has been approved, the contractor will be notified by phone and email. Contractors will be required to obtain, and du ring the term of the contract maintain, insurance policies as detailed in the attached Contractor Services Agreement. • The successful contractor shall commence work on the date specified in the fully executed contract, which will be transmitted to the contractor after City Council approval of the contract (if applicable). ATTACHMENTS • Standard Contractor Services Agreement Template Contacts: Lauren Marriott (925) 556-4508 or lauren.marriott@dublin.ca.gov Ashley Koch (925) 556-4509 or ashley.koch@dublin.ca.gov SUMMER CONCERT SERIES Location: 4201 Central Pkwy, Dublin, CA 94568 Thursday Night Market Concerts: Concerts will include 4-10 piece bands booked by the City of Dublin. Performances take place on an outdoor concrete amphitheater stage with a covered 30’ x 20’ stage provided by the City of Dublin. Power is provided by the City of Dublin. Crowds are up to 3000 attendants in an outdoor amphitheater setting. Typical performance times are 6:00 – 8:00 pm; setup can begin as early as noon; sound check with bands must be complete by 5:30pm. The City of Dublin hosts approximately 10 concerts per year held on the first Thursday of April, May, June, August and September and every Thursday in the month of July. Qty Description COST Provide all front-line equipment - Speakers, cords, microphones, stands, etc. Light Package - Up-lighting for musicians On Site Sound Technician - One 120-minute set - Provide DJ/ emcee services, crowd-friendly music between sets Per Concert Cost $ (please describe) Other Fees $ TOTAL $ SPLATTER Location: 4201 Central Parkway, Dublin, CA 94568 Event Date: Second Saturday in September Event Hours: 12:00pm – 8:30pm Power is provided by the City of Dublin. Crowds are up to 300 attendants for Amphitheater and Culinary Stage, up to 1000 for Main Stage in an outdoor festival setting. Qty Description Cost 1 Main Stage Performances $ - 4 to 10- piece bands City provided - 32’ x 20’ covered performance area - Raised 36” stage City provided Provide all front-line equipment - Speakers, cords, microphones, stands, etc. Light Package City provided On Site Sound Technician - Provide DJ/ emcee services, crowd-friendly music between sets 1 Culinary Stage Performances $ - 1 – 4-piece bands/ chefs City provided - 12’ x 12’ covered performance area - Raised 18” stage City provided Provide all front-line equipment - Speakers, cords, microphones, stands, etc. Light Package - Up-lighting for musicians On Site Sound Technician - Provide DJ/ emcee services, crowd-friendly music between sets 1 Outdoor Amphitheater Performances $ - 4 to 10- piece dance or musical groups City provided - 30’ x 20’ covered performance area (no raised stage) City provided Provide all front-line equipment - Speakers, cords, microphones, stands, etc. Light Package - Up-lighting for performers On Site Sound Technician - Provide DJ/ emcee services, crowd-friendly music between sets (please describe) Other Fees $ TOTAL $ HARVEST FAIR Location: 6600 Donlon Way, Dublin CA 94568 Event Date: Second Saturday in October Event Hours: 12:00 – 5:00 pm Power is provided by the City of Dublin. Crowds are up to 500 attendants in an outdoor park area Qty Description COST Outdoor Band Performance $ - Up to 6-piece band City provided Provide all front-line equipment - Speakers, cords, microphones, stands, etc. On Site Sound Technician - Four 60 minute sets - Provide DJ/ emcee services, crowd-friendly music between sets (please describe) Other Fees $ TOTAL $ HOLIDAY TREE LIGHTING CEREMONY Location: 100 Civic Plaza, Dublin CA 94568 Event Date: First Thursday after Thanksgiving Event Hours: 7:00pm – 9:00pm Power is provided by the City of Dublin. Crowds are up to 300 attendants in an outdoor plaza area. Qty Description COST Outdoor Amphitheater Performance $ - Up to 12-piece band City provided - Children’s choir of 25 – 35 City provided - 16’ x 28’ stage (stepped risers are 16” and 32” high) City provided Provide all front-line equipment - Speakers, cords, microphones, stands, etc. - Emcee microphone and podium stand Light Package - Up-lighting for performers On Site Sound Technician - Two 30 – 60 minute sets - Provide DJ/ emcee services, crowd-friendly music between sets (please describe) Other Fees $ TOTAL $ ST. PATRICK’S DAY FESTIVAL Location: 100 Civic Plaza, Dublin, CA 94568 Festival Days: The weekend prior to or of St. Patrick’s Day Festival Hours: 10:00am – 5:00pm Power is provided by the City of Dublin. Crowds are up to 500 attendants per stage in an outdoor festival setting. Qty Description Cost 1 Main Stage Performances $ - 4 to 10- piece bands City provided - 32’ x 20’ covered performance area, raised 36” stage City provided Provide all front-line equipment - Speakers, cords, microphones, stands, etc. Light Package - Up-lighting for musicians On Site Sound Technician - Provide DJ/ emcee services, crowd-friendly music between sets 1 Pub Stage Performances $ - 3 – 7 piece bands City provided - 20’ x 20’ covered performance area, raised 24” stage City provided Provide all front-line equipment - Speakers, cords, microphones, stands, etc. Light Package - Up-lighting for musicians On Site Sound Technician - Provide DJ/ emcee services, crowd-friendly music between sets 1 Irish Dance Stage $ - Up to 20 dancers at a time City provided - 30’ x 20’ covered performance area, raised 36” stage City provided Provide all front-line equipment - Speakers, CD/aux input capabilities, microphone On Site Sound Technician - Provide DJ/ emcee services, crowd-friendly music between sets 1 Field Demonstrations $ - Such as gaelic football, hurling, sheepdog exhibition City provided - Speakers and Microphone for announcements (please describe) Other Fees $ TOTAL $ SPRING EGGSTRAVAGANZA Location: 4201 Central Parkway, Dublin CA 94568 Event Date: The Saturday before Easter Event Hours: 9:00am – 1:30pm Power is provided by the City of Dublin. Crowds are up to 400 attendants in an outdoor plaza area. Qty Description COST Provide DJ/ emcee services, crowd-friendly music for the event (please describe) Other Fees $ TOTAL $ PARK DEDICATIONS AS NEEDED The City of Dublin may open up to four new parks during the fiscal year. Dates and times are to be determined and all locations will be within the City of Dublin. Please provide line item pricing for sound services including band front -line and DJ/emcee services only. This quote does not guarantee that sound services will be contracted for the park openings. Power is provided by the City of Dublin. Crowds are up to 300 attendants in an outdoor plaza area. Qty Description COST Outdoor Band Performance - Up to 6-piece band City provided Provide all front-line equipment $ - Speakers, cords, microphones, stands, etc. On Site Sound Technician - Four 60 minute sets $ - Provide DJ/ emcee services, crowd-friendly music between sets (please describe) Other Fees $ TOTAL (per event) $ TOTAL (4 events) $ The undersigned offers and agrees to furnish the above articles and/or services at the prices and terms stated subject to the general conditions of this proposal. Signature: __________________________________________Date: ______________________ Name of Contact Person: _________________________________________________________ Name of Firm: __________________________________________________________________ Address: ______________________________________________________________________ City: _________________________________________ State: ___________ Zip: ____________ Phone: _________________________________ Fax: __________________________________ E-mail Address: ________________________________ Website__________________________ For More Information, Contact: Lauren Marriott (925)556-4508 or lauren.marriott@dublin.CA.gov Ashley Koch (925) 556-4509 or ashley.koch@dublin.ca.gov ATTACHMENT 1 – STANDARD CONTRACT SERVICES AGREEMENT TEMPLATE CONTRACTOR SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND [NAME OF CONTRACTOR] THIS AGREEMENT for _______________ services is made by and between the City of Dublin (“City”) and __________________ (“Contractor”) (together sometimes referred to as the “Parties”) as of ____________, 20__ (the “Effective Date”). Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Contractor shall provide to City the services described in the Scope of Work attached as Exhibit A at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on the Effective Date and shall end on _______________, the date of completion specified in Exhibit A, and Contractor shall complete the work described in Exhibit A on or before that date, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The time provided to Contractor to complete the services required by this Agreement shall not affect the City’s right to terminate the Agreement, as referenced in Section 8. Notwithstanding the foregoing this Agreement may be extended on a month to month basis for up to 6 months upon the written consent of the Contra ctor and the City Manager, provided that: a) sufficient funds have been appropriated for such purchase, b) the price charged by the Contractor for the provision of the serves described in Exhibit A does not increase. None of the foregoing shall affect the City’s right to terminate the Agreement as provided for in Section 8. 1.2 Standard of Performance. 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. 1.3 Assignment of Personnel. Contractor shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Contractor shall, immediately upo n receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Contractor shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Subsection 1.2 above and to satisfy Contractor’s obligations hereunder. 1.5 INTENTIONALLY DELETED 1.6 INTENTIONALLY DELETED Section 2. COMPENSATION. City hereby agrees to pay Contractor a sum not to exceed ________________, notwithstanding any contrary indications that may be contained in Contractor’s proposal, for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Contractor’s proposal, attached as Exhibit A, regarding the amount of compensation, the Agreement shall prevail. City shall pay Contractor for services rendered pursuant to this Ag reement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Contractor for services rendered pursuant to this Agreement. Contractor shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City in writing, Contractor shall not bill City for duplicate services performed by more than one person. Contractor and City acknowledge and agree that compensation paid by City to Contractor under this Agreement is based upon Contractor’s estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Contractor. Consequently, the Parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Contractor and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement. 2.1 Invoices. Contractor shall submit invoices, not more often than once a month during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. No individual performing work under this Agreement shall bill more than 2,000 hours in a fiscal year unless approved, in writing, by the City Manager or his/her designee. Invoices shall contain the following information: ▪ Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.; ▪ The beginning and ending dates of the billing period; ▪ A Task Summary containing the original contract amount, the amount of prior billings, the total due this period, the balance available under the Agreement, and the percentage of completion; ▪ A copy of the applicable time entries or time sheets shall be submitted showing the following: o Daily logs of total hours worked by each individual performing work under this Agreement o Hours must be logged in increments of tenths of an hour or quarter hour o If this Agreement covers multiple projects, all hours must also be logged by project assignment o A brief description of the work, and each reimbursable expense ▪ The total number of hours of work performed under the Agreement by Contractor and each employee, agent, and subcontractor of Contractor performing services hereunder; ▪ The Contractor’s signature; ▪ Contractor shall give separate notice to the City when the total number of hours worked by Contractor and any individual employee, agent, or subcontractor of Contractor reaches or exceeds 800 hours within a 12-month period under this Agreement and any other agreement between Contractor and City. Such notice shall include an estimate of the time necessary to complete work described in Exhibit A and the estimate of time necessary to complete work under any other agreement between Contractor and City, if applicable. 2.2 Monthly Payment. City shall make monthly payments, based on invoices received, for services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have 30 days from the receipt of an invoice that complies with all of the requirements above to pay Contractor. 2.3 Final Payment. City shall pay the last 10% of the total sum due pursuant to this Agreement within 60 days after completion of the services and submittal to City of a final invoice, if all services required have been satisfactorily performed. 2.4 Total Payment. City shall pay for the services to be rendered by Contractor pursuant to this Agreement. Cit y shall not pay any additional sum for any expense or cost whatsoever incurred by Contractor in rendering services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement. In no event shall Contractor submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. 2.5 Hourly Fees. Fees for work performed by Contractor on an hourly basis shall not exceed the amounts shown on the compensation schedule attached hereto as Exhibit B. 2.6 Reimbursable Expenses. Reimbursable expenses are specified in Exhibit B, and shall not exceed $_______________. Expenses not listed in Exhibit B are not chargeable to City. Reimbursable expenses are included in the total amount of compensation provided under this Agreement t hat shall not be exceeded. 2.7 Payment of Taxes. Contractor is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. 2.8 Payment upon Termination. In the event that the City or Contractor terminates this Agreement pursuant to Section 8, the City shall compensate the Contractor for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Contractor sha ll maintain adequate logs and timesheets to verify costs incurred to that date. 2.9 Authorization to Perform Services. The Contractor is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator. 2.10 Liquidated Damages. Failure of Contractor to respond to problems referred to it by City within the time limits established in Subsection 1.2 of this Agreement shall result in liquidated damages as set forth in Exhibit A. Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Contractor shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement. City shall make available to Contractor only the facilities and equipment listed in this section, and only under the terms and conditions set forth herein. Contractor shall make a written request to City to use facilities or equipment not otherwise listed herein. 3.1 Safety Requirements. In accordance with generally accepted construction practices and state law, Contractor shall be solely and completely responsible for conditions on the jobsite, including safety of all persons and property during performance of the work. This requirement shall apply continuously and n ot be limited to normal working hours. Contractor shall take all necessary precautions and provide all necessary safeguards to prevent personal injury and property damage. Contractor shall provide protection for all persons including, but not limited to, its employees and employees of its subcontractors; members of the public; and employees, agents, and representatives of the City and regulatory agencies that may be on or about the work. The services of the City in conducting review and inspection of Contractor's performance is not intended to include review of the adequacy of Contractor's work methods, equipment, bracing or scaffolding, or safety measures, in, on, or near any Contractor jobsite. All work and materials shall be in strict accordance with all applicable state, city, county, and federal rules, regulations and codes, with specific attention to the United States Department of Labor Occupational Health and Safety Administration (OSHA) requirements. Contractor shall be solely responsible for compliance with all city, county, and state explosive transport, storage, and blasting requirements and for any damages caused by such operations. Contractor is hereby informed that work on City property could be hazardous. Contractor shall carefully instruct all personnel working on City property that all conditions of the property are potentially hazardous work areas as to potential dangers and shall provide such necessary safety equipment and instructions as are necessary to prevent injury to personnel and damage to property. Special care shall be exercised relative to work underground. In addition to complying with all other safety regulations, Contractor shall abide by any and all other City requirements contained in any specifications, special conditions or manuals, which shall be made available by City upon request. Contractor shall provide and maintain all necessary safety equipment such as fences, barriers, signs, ligh ts, walkways, guards, and fire prevention and fire-fighting equipment and shall take such other action as is required to fulfill its obligations under this section. It is the intent of the City to provide a safe working environment under normal conditions. CONTRACTOR IS ADVISED THAT CITY’S OPERATIONS AND PROPERTY ARE INHERENTLY HAZARDOUS BECAUSE OF CONDITIONS SUCH AS CONFINED SPACES, POTENTIALLY EXPLOSIVE ATMOSPHERES, AND POSSIBLE EXPOSURE TO PATHOGENS. Contractor shall maintain all portions of the jobsite in a neat, clean, and sanita ry condition at all times. If required by the City, toilets shall be furnished by Contractor where needed for use of its employees and their use shall be strictly enforced. Contractor shall not use the City's existing sanitary facilities, unless previously authorized by the City. Contractor shall keep adequate first aid facilities and supplies available and instruction in first aid for its employees shall be given. City reserves the right to require that Contractor bring onto the project or engage the s ervices of a licensed safety engineer at any time during the term of this Agreement. If Contractor does not have a licensed safety engineer on staff, then City may require that Contractor engage a subcontractor or subconsultant as the project’s safety eng ineer. Contractor shall bear all costs in connection with meeting the requirements of this section. Section 4. INSURANCE REQUIREMENTS. Before fully executing this Agreement, Contractor, at its own cost and expense, unless otherwise specified below, shall procure the types and amounts of insurance listed below against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Contractor and its agents, representatives, employees, and subcontractors. Consistent with the following provisions, Contractor shall provide proof satisfactory to City of such insurance that meets the requirements of this section and under forms of insurance satisfactory in all respects, and that such insurance is in effect prior to beginning work. Contractor shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Contractor's bid. Contra ctor shall not allow any subcontractor to commence work on any subcontract until Contractor has obtained all insurance required herein for th e subcontractor(s) and provided evidence to City that such insurance is in effect. VERIFICATION OF THE REQUIRED INSURANCE SHALL BE SUBMITTED AND MADE PART OF THIS AGREEMENT PRIOR TO EXECUTION. Contractor shall maintain all required insurance listed herein for the duration of this Agreement. 4.1 Workers’ Compensation. 4.1.1 General Requirements. Contractor shall, at its sole cost and expense, maintain Statutory Workers’ Compensation Insurance and Employer’s Liability Insurance for any and all persons employed directly or indirectly by Contractor. The Statutory Workers’ Compensation Insurance and Employer’s Liability Insurance shall be provided with limits of not less than $1,000,000 per accident. In the alternative, Contractor may rely on a self -insurance program to meet these requirements, but only if the program of self -insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the California Labor Code shall be solely in the discretion of the Contract Administrator. The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the City for all work performed by the Contractor, its employees, agents, and subcontractors. 4.1.2 Submittal Requirements. To comply with Subsection 4.1, Contractor shall submit the following: a. Certificate of Workers’ Compensation Insurance in the amounts specified in the section; and b. Waiver of Subrogation Endorsement as required by the section. 4.2 Commercial General and Automobile Liability Insurance. 4.2.1 General Requirements. Contractor, at its own cost and expense, shall maintain commercial general liability insurance for the term of this Agreement in an amount not less than $2,000,000 and automobile liability insurance for the term of this Agreement in an amount not less th an $2,000,000 per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non-owned automobiles. 4.2.2 Minimum Scope of Coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 (most recent edition) covering comprehensive General Liability on an “occurrence” basis. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001, Code 1 (any auto). No endorsement shall be attached limiting the coverage. 4.2.3 Additional Requirements. Each of the following shall be included in the insurance coverage or added as a certified endorsement to the policy: a. The Insurance shall cover on an occurrence or an accident basis, and not on a claims -made basis. b. City, its officers, officials, employees, and volunteers are to be covered as add itional insureds as respects: liability arising out of work or operations performed by or on behalf of the Contractor; or automobiles owned, leased, hired, or borrowed by the Contractor. c. Contractor hereby agrees to waive subrogation which any insurer or contractor may require from vendor by virtue of the payment of any loss. Contractor agrees to obtain any endorsements that may be necessary to affect this waiver of subrogation. d. For any claims related to this Agreement or the work hereunder, 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. 4.2.4 Submittal Requirements. To comply with Subsection 4.2, Contractor shall submit the following: a. Certificate of Liability Insurance in the amounts specified in the section; b. Additional Insured Endorsement as required by the section; c. Waiver of Subrogation Endorsement as required by the section; and d. Primary Insurance Endorsement as required by the section. 4.3 All Policies Requirements. 4.3.1 Acceptability of Insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A:VII. 4.3.2 Verification of Coverage. Prior to beginning any work under this Agreement, Contractor shall furnish City with complete copies of all Certificates of Liability Insurance delivered to Contractor by the insurer, including complete copies of all endorsements attached to the policies. All copies of Certificates of Liability Insurance and certified endorsements shall show the signature of a person authorized by that insurer to bind coverage on its behalf. If the City does not receive the required insurance documents prior to the Contractor beginning work, it shall not waive the Contractor’s obligation to provide them. The City re serves the right to require complete copies of all required insurance policies at any time. 4.3.3 Deductibles and Self-Insured Retentions. Contractor shall disclose to and obtain the written approval of City for the self-insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. At the option of the City, either: the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, employees, an d volunteers; or the Contractor shall provide a financial guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claim administration and defense expenses. 4.3.4 Wasting Policies. No policy required by this Section 4 shall include a “wasting” policy limit (i.e. limit that is eroded by the cost of defense). 4.3.5 Endorsement Requirements. Each insurance policy required by Section 4 shall be endorsed to state that coverage shall not be canceled by either party, except after 30 days’ prior written notice has been provided to the City. 4.3.6 Subcontractors. Contractor shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 4.4 Remedies. In addition to any other remedies City may have if Contractor fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Contractor’s breach: ▪ Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; ▪ Order Contractor to stop work under this Agreement or withhold any payment that becomes due to Contractor hereunder, or both stop work and withhold any payment, until Contractor demonstrates compliance with the requirements hereof; and/or ▪ Terminate this Agreement. Section 5. INDEMNIFICATION AND CONTRACTOR’S RESPONSIBILITIES. Contractor shall indemnify, defend with counsel acceptable to City, and hold harmless City and its officers, officials, employees, agents and volunteers from and against any and all liability, loss, damage, claims, expenses, and costs (including without limitation, attorney’s fees and costs and fees of lit igation) (collectively, “Liability”) of every nature arising out of or in connection with Contractor’s performance of the Services or its failure to comply with any of its obligations contained in this Agreement, except such Liability caused by the sole negligence or willfu l misconduct of City. The Contractor’s obligation to defend and indemnify shall not be excused because of the Contractor’s inability to evaluate Liability or because the Contractor evaluates Liability and determines that the Contractor is not liable to the claimant. The Contractor must respond within 30 days, to the tender of any claim for defense and ind emnity by the City, unless this time has been extended by the City. If the Contractor fails to accept or reject a tender of defense and indemnity within 30 days, in addition to any other remedy authorized by law, so much of the money due the Contractor under and by virtue of this Agreement as shall reasonably be considered necessary by the City, may be retained by the City until disposition has been made of the claim or suit for damages, or until the Contractor accepts or rejects the tender of defense, whichever occurs first. Notwithstanding the forgoing, to the extent this Agreement is a “construction contract” as defined by California Civil Code S ection 2782, as may be amended from time to time, such duties of Contractor to indemnify shall not apply when to do so would be prohibited by California Civil Code Section 2782. In the event that Contractor or any employee, agent, or subcontractor of Contractor providing services under this Agreement i s determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Contractor shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on beh alf of Contractor or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City. Section 6. STATUS OF CONTRACTOR. 6.1 Independent Contractor. At all times during the term of this Agreement, Contractor shall be an independent contractor and shall not be an employee of City. This Agreement shall not be construed as an agreement for employment. City shall have the right to control Contractor only insofar as the results of Contractor's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subsection 1.3; however, otherwise City shall not have the right to control the means by which Contractor accomplishes services rendered pursuant to this Agreement. Contractor further acknowledges that Contractor performs Services outside the usual course of the City’s business; and is customarily engaged in an independently established trade, occupation, or business of the same nature as the Contractor performs for the City, and has the option to perform such work for other entities. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Contractor and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of City and entitlement to any contribution to be paid by Ci ty for employer contributions and/or employee contributions for PERS benefits. 6.2 Contractor Not an Agent. Except as City may specify in writing, Contractor shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Contractor shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever. Section 7. LEGAL REQUIREMENTS. 7.1 Governing Law. The laws of the State of California shall govern this Agreement. 7.2 Compliance with Applicable Laws. Contractor and any subcontractors shall comply with all laws applicable to the performance of the work hereunder. 7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Contractor and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. 7.4 Licenses and Permits. Contractor represents and warrants to City that Contractor and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. Contractor represents and warrants to City that Contractor and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Contractor and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. 7.5 Nondiscrimination and Equal Opportunity. Contractor shall not discriminate, on the basis of a person’s race, sex, gender, religion (including religious dress and grooming practices), national origin, ancestry, physical or mental disability, medical condition (including cancer and genetic characteristics), marital status, age, sexual orientation, color, creed, pregnancy, genetic information, gender identity or expression, political affiliation or belief, military/veteran status, or any other classification protected by applicable local, state, or federal law s (each a “Protected Characteristic”), against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Contractor under this Agreement. Contractor shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement. Section 8. TERMINATION AND MODIFICATION. 8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Contractor. Contractor may cancel this Agreement upon 30 days’ written notice to City and shall include in such notice the reasons for cancellation. In the event of termination, Contractor shall be entitled to compensation for services performed to the effective date of termination; City, however, may condition payment of such compensation upon Contractor delivering to City any or all documents, photographs, computer software, video and audio tapes, and other materials provided to Contractor or prepared by or for Contractor or the City in connection with this Agreement. 8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this Ag reement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Contractor understands and agrees that, if City grants such an extension, City shall have no obligation to provide Contractor 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 Contractor for any otherwise reimbursable expenses incurred during the extension period. 8.3 Amendments. The Parties may amend this Agreement only by a writing signed by all the Parties. 8.4 Assignment and Subcontracting. City and Contractor recognize and agree that this Agreement contemplates personal performance by Contractor and is based upon a determination of Contractor’s unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Contractor. Contractor may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Contractor shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the proposal, without prior written approval of the Contract Administrator. 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Contractor shall survive the termination of this Agreement. 8.6 Options upon Breach by Contractor. If Contractor materially breaches any of the terms of this Agreement, City’s remedies shall include, but not be limited to, the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Contractor pursuant to this Agreement; 8.6.3 Retain a different contractor to complete the work described in Exhibit A not finished by Contractor; or 8.6.4 Charge Contractor the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Contractor pursuant to Section 2 if Contractor had completed the work. Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Contractor’s Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that Contractor prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Contractor hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Contractor agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both Parties. 9.2 Contractor’s Books and Records. Contractor shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of 3 years, or for any longer period required by law, from the date of final payment to the Contractor to this Agreement. 9.3 Inspection and Audit of Records. Any records or documents that Subsection 9.2 of this Agreement requires Contractor to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds $10,000.00, the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of 3 years after final payment under the Agreement. Section 10. MISCELLANEOUS PROVISIONS. 10.1 Attorneys’ Fees. If a party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement, the Parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Alameda or in the United States District Court for the Northern District of California. 10.3 Severability. If a court of competent jurisdiction finds or r ules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or a ffect the validity of any other provision of this Agreement. 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agre ement. 10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the Parties. 10.6 Conflict of Interest. Contractor may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Contractor in a “conflict of interest,” as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq. Contractor shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Section 1090 et seq. Contractor hereby warrants that it is not now, nor has it been in the previous 12 months, an employee, agent, appointee, or official of the City. If Contractor was an employee, agent, appointee, or official of the City in the previous 12 months, Contractor warrants that it did not participate in any manner in the forming of this Agreement. Contractor understands that, if this Agreement is made in violation of California Government Code Section 1090 et seq., the entire Agreement is void and Contractor will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Contractor will be required to reimburse the City for any sums paid to the Contractor. Contractor understands that, in additio n to the foregoing, it may be subject to criminal prosecution for a violation of California Government Code Section 1090 et seq., and, if applicable, will be disqualified from holding public office in the State of California. 10.7 Solicitation. Contractor agrees not to solicit business at any meeting, focus group, or interview related to this Agreement, either orally or through any written materials. 10.8 Contract Administration. This Agreement shall be administered by the City Manager ("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee. 10.9 Notices. Any written notice to Contractor shall be sent to: ____________________________________________ ____________________________________________ ____________________________________________ Any written notice to City shall be sent to: City of Dublin Att:___________ 100 Civic Plaza Dublin, CA 94568 10.10 Integration. This Agreement, including the scope of work attached hereto and incorporated herein as Exhibits A, B, represents the entire and integrated agreement between City and Contractor and supersedes all prior negotiations, representations, or agreements, either written or oral. Exhibit A Scope of Services Exhibit B Compensation Schedule & Reimbursable Expenses 10.11 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement. 10.12 Certification per Iran Contracting Act of 2010. In the event that this contract is for one million dollars ($1,000,000.00) or more, by Contractor’s signature below Contractor certifies that Contractor, and any parent entities, subsidiaries, successors or subunits of Contractor are not identified on a list created pursuant to subdivision (b) of Section 2203 of the California Public Contract Code as a person engaging in investment activities in Iran as described in subdivision (a) of Section 2202.5, or as a person described in subdivision (b) of Section 2202.5 of the California Public Contract Code, as applicable. SIGNATURES ON FOLLOWING PAGE The Parties have executed this Agreement as of the Effective Date. The persons whose signatures appear below certify that they are authorized to sign on behalf of the respective Party. CITY OF DUBLIN [NAME OF CONTRACTOR] Linda Smith, City Manager [NAME, TITLE] Attest: Contractor’s DIR Registration Number (if applicable) Caroline Soto, City Clerk Approved as to Form: City Attorney 3505080.1 Services Agreement between [EFFECTIVE DATE] City of Dublin and ______________ Exhibit A – Page 1 of 1 EXHIBIT A SCOPE OF SERVICES 9989989844 EXHIBIT B COMPENSATION SCHEDULE & REIMBURSABLE EXPENSES REQUEST FOR PROPOSALS FOR TENTING AND STAGING July 1, 2020-June 30, 2023 City of Dublin Posted: April 8, 2020 Proposals must be received by: April 22, 2020 by 10:00 AM (Pacific Time) Contact: City of Dublin Parks and Community Services Attn: Special Events 100 Civic Plaza, Dublin, CA 94568 925-833-6645 PURPOSE OF THE REQUEST FOR PROPOSAL This Request for Proposal is for rental, delivery, set-up and tear-down of event-related rental furnishings, such as tenting and staging. Please submit a proposals that includes all associated costs that meets and/or exceeds the following proposal specifications for rental equipment for City of Dublin Special Events. SELECTION PROCESS After reviewing the proposals, the City may conduct interviews with qualified businesses. If the City chooses to conduct interviews, it will notify selected contractors after the proposal submittal date to arrange an interview time. Determination of the best quote(s) shall be based upon, but not limited to, the following: • Cost; • Ability, capacity and skill of the contractor to deliver all requested rental equipment promptly, or at the time specified; • Reputation and experience of the contractor; • Previous experience of the contractor with the City; • Previous and existing compliance by the contractor with laws and ordinances; • The quality, availability and adaptability of supplies KEY DATES & RFP SCHEDULE Milestone Date RFP Issued April 8, 2020 Proposals Due 10:00 AM, April 22, 2020 Interviews (as deemed necessary) April 29-30, 2020 Selection May 2020 City Council Consideration/ Approval of Agreement (if required) June 2020 Agreement Begins July 2020 QUOTATION SUBMISSION Submit one (1) wet-signed original. GENERAL INFORMATION ABOUT PROPOSAL SUBMISSION, EVALUATION, AND SELECTION The City of Dublin reserves and may exercise the following rights and options with respect to the proposal submission, evaluation, and selection process. The right to: • Reject any or all proposals and re-issue the RFP at any time prior to execution of a final contract, if, in the City’s sole discretion, it is in the City’s best interest to do so; • Waive any informalities, defects, non-responsiveness or irregularities that, in the City’s sole judgment, is not material to the proposal; • Reject any quotation that does not address the requirements or scope of work of the RFP, or that is incomplete or not in conformity or compliance with applicable laws; • Supplement, amend, substitute, or otherwise modify the RFP at any time prior to selection of one or more contractors for negotiation, and to cancel the RFP with or without issuing another RFP; • Accept or reject any or all items in any proposal and award the contract(s) in whole, or in part, if it is deemed in the City’s best interest to do so; • Request that some or all contractors modify proposals based upon the City’s review and evaluation; • Conduct such investigations with respect to the financial, technical, an d other qualifications of each contractor as the City, in its sole discretion, deems necessary or appropriate. GENERAL INFORMATION • Selected contractor will directly operate the equipment rentals that they are awarded. • This RFP does not constitute a contract or an offer of employment and does not commit the City to award a contract. The City may enter into negotiations for an agreement, on terms and conditions satisfactory to the City, with one or more selected contractors; however, the City reserves the right to terminate any negotiations at any time. • Any cost incurred by contractor in preparing and providing a response to the RFP is solely the responsibility of the contractor. • When a contractor has been selected by the City, the City and contractor shall negotiate a contract. A draft template contract is attached; however, the City reserves the right to modify the template at any time prior to final contract execution. If the terms of the contract cannot be agreed upon for any reason, another contractor may be selected. • After successful negotiation of a contract with a contractor, City may bring forth a staff report to the City Council for consideration. Once the contract has been approved, the contractor will be notified by phone and email. Contractors will be required to obtain, and during the term of the contract maintain, insurance policies as detailed in the attached Contractor Services Agreement. • The successful contractor shall commence work on the date specified in the fully executed contract, which will be transmitted to the contractor after City Council approval of the contract (if applicable). ATTACHMENTS • Standard Contractor Services Agreement Template Contacts: Lauren Marriott (925) 556-4508 or lauren.marriott@dublin.ca.gov Ashley Koch (925) 556-4509 or ashley.koch@dublin.ca.gov SUMMER CONCERT SERIES Location: 4201 Central Pkwy, Dublin, CA 94568 The City of Dublin hosts approximately 10 concerts per year held on the first Thursday of April, May, June, August and September and every Thursday in the month of July from 6-8pm. STAGE TENTING/COVER Qty Description Location/Notes COST 1 30’x20’x10 White Fastrack Bandshell Tent (back wall will be City-provided banner) Performance area $ 1 (or) 20’x20’x10 White Fastrack Bandshell Tent Performance area $ 1 20’x20’x10 back wall for tent Performance area $ 1 10’x10’ Quick top Green room $ 4 Full walls Green room $ 12 Barrels with covers *no staking Water provided $ 1 Fire Extinguisher Package Per fire code $ DELIVERY: if not included $ INSTALLATION: if not included $ SUB-TOTAL Per concert cost $ (if applicable) DISCOUNT $ TOTAL $ SPLATTER Location: 4201 Central Parkway, Dublin, CA 94568 Event Date: Second Saturday in September Event Hours: 12:00pm – 8:30pm A - STAGES Qty Description Location/Notes COST 1 Stage Bil-Jax, 20’x20’x6” Culinary stage $ 1 Stage skirting black (all 4 sides) Culinary Stage $ 1 Artificial Turf 20’x20’ Black (to cover stage) Culinary Stage $ DELIVERY* $ INSTALLATION** $ TOTAL A $ B - TENTS Qty Description Location COST 1 Festival, 20’x20’x10’ White one piece Culinary Stage $ 1 20’ x 10’ Back wall for tent Culinary Stage $ 1 Flag Festival White Culinary Stage $ 8 Barrels with covers *no staking Culinary Stage $ 1 Fire Extinguisher Package (per ACFD) Culinary Stage $ 1 Festival, 10’x10’ quick top Food Sculptor $ 1 Back wall for tent Food Sculptor $ 3 Half walls Food Sculptor $ 0 No Barrels, staking OK on lawn Food Sculptor $ 1 30’x20’x10 White Fastrack Bandshell Tent Amphitheater $ 1 10x10 quick top Amphitheater Green Room $ 4 Full walls Amphitheater Green Room $ 12 Barrels with covers *no staking Amphitheater $ 1 Fire Extinguisher Package (per ACFD) Amphitheater $ 3 Festival 40’x40’x10’ white *staking ok Lawn Shade Areas $ 1 Fire Extinguisher Package (per ACFD) Lawn Shade Areas $ 4 Festival, 10’x20’ white one piece Sponsor Tenting $ 4 20’ x 10’ Back wall white Sponsor Tenting $ 8 Half walls Sponsor Tenting $ 8 Flag Festival White Sponsor Tenting $ 16 Barrels with covers *no staking Sponsor Tenting $ 10 Festival, 10’x10’ white one piece Sponsor Tenting $ 10 Back full walls Sponsor Tenting $ 30 Half walls Sponsor Tenting $ 10 Flag Festival White Sponsor Tenting $ 40 Barrels with covers *no staking Sponsor Tenting $ 20 Quicktop, 10’x10’ white one piece Vendor Tenting $ 20 Back full wall Vendor Tenting $ 60 Half walls Vendor Tenting $ 0 No barrels, staking OK on lawn Vendor Tenting $ 6 Festival, 10’x20’x8’ white one piece Art as Entertainment $ 12 Flag Festival White Art as Entertainment $ 0 No barrels, staking OK on lawn Art as Entertainment $ 6 Festival, 10’x10’x8’ white one piece Art as Entertainment $ 6 Flag Festival White Art as Entertainment $ 0 No barrels, staking OK on lawn Art as Entertainment $ 2 Festival, 10’x20’x8’ white one piece Ticket booth $ 1 10’ x 20’ Back wall for tent Ticket booth $ 2 10’ x 10’ Side Wall for tent Ticket booth $ 2 Flag Festival Red Ticket booth $ 2 Quicktop, 10x10x8’ Blue/White top Water & Sunscreen Station $ 2 10’ x 10’ back wall for tent Water & Sunscreen Station $ 8 Barrels with covers *no staking Water & Sunscreen Station $ 2 Festival 15’ x 15’ x 10’ white Logistics $ 4 Flag Festival White Logistics $ 4 10’ x 20’ walls for tent, white Logistics $ 8 Barrels with covers *no staking Logistics $ 1 Fire Extinguisher Package (per ACFD) Logistics $ 2 Festival 15’ x 15’ x 10’ white Green Room $ 4 Flag Festival White Green Room $ 4 10’ x 20’ Back wall for tent, white Green Room $ 8 Barrels with covers *no staking Green Room $ 1 Fire Extinguisher Package (per ACFD) Green Room $ 2 Festival 10’x10’x8’ white Free Speech $ 2 Flag Festival White Free Speech $ 6 10’ half panel wall white & straight bars Free speech $ 0 No barrels, staking OK on lawn Free Speech $ 2 Festival 10x10x8 white Amphitheater Bar $ 2 Flag Festival White Amphitheater Bar $ 6 10’ half panel wall, white & straight bars Amphitheater Bar $ 0 No barrels, staking OK on lawn Amphitheater Bar $ 2 Festival 10x10x8 white Amphitheater Bar Tickets $ 2 Flag Festival White Amphitheater Bar Tickets $ 6 10’ half panel wall, white & straight bars Amphitheater Bar Tickets $ 0 No barrels, staking OK on lawn Amphitheater Bar Tickets $ 2 Festival 10x10x8 white Main Stage Bar $ 2 Flag Festival White Main Stage Bar $ 6 10’ half panel wall, white & straight bars Main Stage Bar $ 0 No barrels, staking OK on lawn Main Stage Bar $ 2 Festival 10x10x8 white Main Stage Bar Tickets $ 2 Flag Festival White Main Stage Bar Tickets $ 6 10’ half panel wall, white & straight bars Main Stage Bar Tickets $ 0 No barrels, staking OK on lawn Main Stage Bar Tickets $ 3 Festival, 10’ x 10’x 8’ white Shuttle Stops $ 3 Flag festival white Shuttle Stops $ 12 Barrels with covers *no staking Shuttle Stops $ DELIVERY* $ INSTALLATION** $ TOTAL B $ C - TABLES/CHAIRS Qty Description Location/Notes COST 1000 Chairs, Folding premium- ivory $ 100 Table 8’ x 30” banquet $ 20 Table, 60” Round $ 40 Table, 48” Round $ 12 Table, 8’x 18” narrow for countertop Bars $ DELIVERY* $ INSTALLATION** $ TOTAL C $ TOTAL TOTAL A $ TOTAL B $ TOTAL C $ ADDITIONAL CHARGES: if not detailed above, please describe: $ DELIVERY: if not included $ INSTALLATION: if not included $ SUB-TOTAL $ (if applicable) DISCOUNT $ GRAND TOTAL $ HOLIDAY TREE LIGHTING CEREMONY Location: 100 Civic Plaza, Dublin CA 94568 Event Date: Thursday after Thanksgiving STAGE TENTING/COVER Qty Description Location/Notes COST 14 Risers, 4’x4’ Bil-Jax = 8’x28’x16” Stage Performance Stage $ 1 Guardrails between upper and lower risers Performance Stage $ 14 Risers, 4’x4’ Bil-Jax = 8’x28’x32” Stage Performance Stage $ 1 Guardrails along back wall Performance Stage $ 2 Stairs with rails Performance Stage $ 1 Skirting – 4 sides black Performance Stage $ 1 Artificial turf to cover stage 16’ x 28’ black Performance Stage $ 1 Festival, 30’x30’x10 Tent white Performance Tent $ 2 Festival Flag, Red Performance Tent $ 1 30’ x 10’ Back wall for tent Performance Tent $ 2 10’ x 10’ side walls for tent Performance Tent $ 16 Barrels with covers *no staking Performance Tent $ 1 Fire Extinguisher Package (per ACFD) Performance Tent $ 1 Lighting Package for stage Performance Tent $ 1 Riser, Bil-Jax, 4’x4’x24” TV30 Camera Riser $ 1 Stage skirting black (all 4 sides) TV30 Camera Riser $ 1 Artificial Turf 4’x4’ Black (to cover stage) TV30 Camera Riser $ 6 Festival 10’x10’x8’ white Sponsors, Sound Tech $ 6 Festival Flag, White Sponsors, Sound Tech $ 18 10’x8’ back and side walls Sponsors, Sound Tech $ 24 Barrels with covers *no staking Sponsors, Sound Tech $ 200 Chairs, Folding premium- ivory Seating $ DELIVERY: if not included $ INSTALLATION: if not included $ SUB-TOTAL $ (if applicable) DISCOUNT $ TOTAL $ ST. PATRICK’S DAY FESTIVAL Location: 100 Civic Plaza, Dublin, CA 94568 Event Date: The weekend prior or of St. Patrick’s Day A - STAGES Qty Description Location/Notes COST 1 20’x32’x36” stage Main Stage $ 1 Stairs with rails Main Stage $ 1 Skirting - 4 sides black Main Stage $ 1 Guardrails along back Main Stage $ Artificial turf to cover stage 20’x32’ Black Main Stage $ 1 20’x32’x24” stage Dance Stage $ 1 stairs with rails Dance Stage $ 1 Skirting - 4 sides black Dance Stage $ 1 guardrails along back Dance Stage $ 1 Clean, smooth floor surface (no astroturf) Dance Stage $ 1 20’x20’x24” stage Pub Stage $ 1 stairs with rails Pub Stage $ 1 Skirting – 4 sides black Pub Stage $ 1 Guardrails along back Pub Stage $ Artificial turf to cover stage 20’x20’ black Pub Stage $ DELIVERY* $ INSTALLATION** $ TOTAL A $ B - TENTS Qty Description Location/Anchor Method COST 1 20’x30’x 10’ White Fastrack Bandshell Tent Main Stage $ 1 10’ x 30’ backwall Main stage $ 2 10’ x 20’ sidewall Main Stage $ 4 Barrels with covers *front only Main Stage $ Staking OK on back side of stage Main Stage $ 2 Fire Extinguisher Package (per ACFD) Main Stage $ 1 Quicktop, 10’ x 10’ x 8’ white Main Stage Sound Tech $ 2 10’x 10’ (1) back wall, (1) side wall Main Stage Sound Tech $ 1 Festival, 20’ x 40’ x 10’ tent, white Main Stage Seating Area $ 2 Festival Flag, white Main Stage Seating Area $ 12 Barrels with covers *no staking Main Stage Seating Area $ 2 Fire Extinguisher Package (per ACFD) Main Stage Seating Area $ 1 Festival, 20’x30’x 10’ high peak tent Dance Stage $ 1 Festival Flag, White Dance Stage $ 1 10’ x 30’ back wall, white Dance Stage $ 1 10 x 20’ side wall, white Dance Stage $ 1 10’ x 10’ side wall, white (stair side) Dance Stage $ 2 Fire Extinguisher Package (per ACFD) Dance Stage $ 8 Barrels with covers *no staking Dance Stage $ 1 Festival, 20’ x 40’ x 10’ tent, white Dance Stage Seating Area $ 2 Festival Flag, white Dance Stage Seating Area $ 12 Barrels with covers *no staking Dance Stage Seating Area $ 2 Fire Extinguisher Package (per ACFD) Dance Stage Seating Area $ 1 10’x10’ high peak tent Dance Stage Green Room $ 1 Festival Flag, white Dance Stage Green Room $ 1 10’ x 10’ back wall, white Dance Stage Green Room $ 2 10’ x 10’ side wall, white Dance Stage Green Room $ 4 Barrels with covers *no staking Dance Stage Green Room $ 1 Festival, 20’x20’x10’ tent, white Pub Stage $ 1 Festival Flag, White Pub Stage $ 1 20’x 10’ backwall Pub Stage $ 8 Barrels with covers *no staking Pub Stage $ 2 Fire Extinguisher Package (per ACFD) Pub Stage $ 1 Quicktop, 10’ x 10’ x 8’ white Pub Stage Sound Tech $ 2 10’ x 8’ (1) back wall, (1) side wall Pub Stage Sound Tech $ 4 Barrels with covers *no staking Pub Stage Sound Tech $ 1 Festival, 10’x20’x8’ tent white Beverage Bar #1 $ 2 Festival Flag, White Beverage Bar #1 $ 4 Half walls on front and sides Beverage Bar #1 $ 12 Barrels with covers *no staking Beverage Bar #1 $ 1 Quicktop, 10’ x 10’ x 8’ white Beverage Bar # 1 ID Check $ 3 10’ x 8’ (1) back wall, (2) side wall Beverage Bar # 1 ID Check $ 1 10’ half panel wall white & straight bars Beverage Bar # 1 ID Check $ 4 Barrels with covers *no staking Beverage Bar # 1 ID Check $ 1 Festival, 10’x20’x8’ tent white Beverage Bar #2 $ 2 Festival Flag, White Beverage Bar #2 $ 4 Half walls on front and sides Beverage Bar #2 $ 12 Barrels with covers *no staking Beverage Bar #2 $ 1 Quicktop, 10’ x 10’ x 8’ white Beverage Bar # 2 ID Check $ 3 10’ x 8’ (1) back wall, (2) side wall Beverage Bar # 2 ID Check $ 1 10’ half panel wall white & straight bars Beverage Bar # 2 ID Check $ 4 Barrels with covers *no staking Beverage Bar # 2 ID Check $ 2 Festival 10’x10’x8’ white Free Speech $ 2 Festival Flag, White Free Speech $ 6 10’ half panel wall white & straight bars Free Speech $ 0 No barrels, staking OK on lawn Free Speech $ 10 Festival, 10’x20’x8’ tent, white Sponsors, Recreation/YAC $ 30 10’ x 8’ back and side walls Sponsors, Recreation/YAC $ 20 Festival Flag, White Sponsors, Recreation/YAC $ 60 Barrels with covers *no staking Sponsors, Recreation/YAC $ 20 Festival, 10’x10’x8’ tent, white Sponsors, Info, Volunteer, Police, Fire $ 60 10’ x 8’ back and side walls Sponsors, Info, Volunteer, Police, Fire $ 20 Festival Flag, white Sponsors, Info, Volunteer, Police, Fire $ 60 Barrels with covers *no staking Sponsors, Info, Volunteer, Police, Fire $ 20 Quicktop, 10’ x 10’ x 8’ white Vendors, Bike Valet, Parking $ 60 10’ x 8’ back and side walls Vendors, Bike Valet, Parking $ 80 Barrels with covers *no staking Vendors, Bike Valet, Parking $ 2 Quicktop, 10x10x8’ Blue/White top Water & Sunscreen Station $ 2 10’ x 10’ back wall for tent Water & Sunscreen Station $ 8 Barrels with covers *no staking Water & Sunscreen Station $ DELIVERY* $ INSTALLATION** $ TOTAL B $ C - TABLES/CHAIRS Qty Description Location/Notes COST 1200 Chairs, Folding premium- ivory $ 150 Table 8’ x 30” banquet $ 50 Table, 48” Round Food Court/Pub Stage $ 12 Table, 8’x 18” narrow for countertop Bars $ 8 Park Benches $ DELIVERY* $ INSTALLATION** $ TOTAL C $ TOTAL TOTAL A $ TOTAL B $ TOTAL C $ ADDITIONAL CHARGES: if not detailed above, please describe: $ DELIVERY: if not included $ INSTALLATION: if not included $ SUB-TOTAL $ (if applicable) DISCOUNT $ GRAND TOTAL $ PARK OPENINGS AS NEEDED The City of Dublin may open up to four new parks during the fiscal year. Dates and times are to be determined and all locations will be within the City of Dublin. This quote does not guarantee that tenting services will be contracted for the park op enings. STAGE TENTING/COVER Qty Description Location/Notes COST 1 20’x20’x10 White Fastrack Bandshell Tent Performance area $ 1 20’x20’x10 back wall for tent Performance area $ 1 Festival, 20’x20’x10’ White one piece Shade area $ 12 Barrels with covers *no staking Water provided $ 1 Fire Extinguisher Package Per fire code $ DELIVERY: if not included $ INSTALLATION: if not included $ The undersigned offers and agrees to furnish the above articles and/or services at the prices and terms stated subject to the general conditions of this quote. Signature: __________________________________________Date: ______________________ Name of Contact Person: _________________________________________________________ Name of Firm: __________________________________________________________________ Address: ______________________________________________________________________ City: _________________________________________ State: ___________ Zip: ____________ Phone: _________________________________ Fax: __________________________________ E-mail Address: ________________________________ Website__________________________ ATTACHMENT 1 – STANDARD CONTRACT SERVICES AGREEMENT TEMPLATE CONTRACTOR SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND [NAME OF CONTRACTOR] THIS AGREEMENT for _______________ services is made by and between the City of Dublin (“City”) and __________________ (“Contractor”) (together sometimes referred to as the “Parties”) as of ____________, 20__ (the “Effective Date”). Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Contractor shall provide to City the services described in the Scope of Work attached as Exhibit A at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on the Effective Date and shall end on _______________, the date of completion specified in Exhibit A, and Contractor shall complete the work described in Exhibit A on or before that date, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The time provided to Contractor to complete the services required by this Agreement shall not affect the City’s right to terminate the Agreement, as referenced in Section 8. Notwithstanding the foregoing this Agreement may be extended on a month to month basis for up to 6 months upon the written consent of the Contractor and the City Manager, provided that: a) sufficient funds have been appropriated for such purchase, b) the price charged by the Contractor for the provision of the serves described in Exhibit A does not increase. None of the foregoing shall affect the City’s right to terminate the Agreement as provided for in Section 8. 1.2 Standard of Performance. 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. 1.3 Assignment of Personnel. Contractor shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Contractor shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Contractor shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Subsection 1.2 above and to satisfy Contractor’s obligations hereunder. 1.5 INTENTIONALLY DELETED 1.6 INTENTIONALLY DELETED Section 2. COMPENSATION. City hereby agrees to pay Contractor a sum not to exceed ________________, notwithstanding any contrary indications that may be contained in Contractor’s proposal, for services to be performed and reimbursable costs incur red under this Agreement. In the event of a conflict between this Agreement and Contractor’s proposal, attached as Exhibit A, regarding the amount of compensation, the Agreement shall prevail. City shall pay Contractor for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Contractor for services rendered pursuant to this Agreement. Contractor shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City in writing, Contractor shall not bill City for duplicate services performed by more than one person. Contractor and City acknowledge and agree that compensation paid by City to Contractor under this Agreement is based upon Contractor’s estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Contractor. Consequently, the Parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Contractor and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement. 2.1 Invoices. Contractor shall submit invoices, not more often than once a month during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. No individual performing work under this Agreement shall bill more than 2,000 hours in a fiscal year unless approved, in writing, by the City Manager or his/her designee. Invoices shall contain the following information: ▪ Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.; ▪ The beginning and ending dates of the billing period; ▪ A Task Summary containing the original contract amount, the amount of prior billings, the total due this period, the balance available under the Agreement, and the percentage of completion; ▪ A copy of the applicable time entries or time sheets shall be submitted showing the following: o Daily logs of total hours worked by each individual performing work under this Agreement o Hours must be logged in increments of tenths of an hour or quarter hour o If this Agreement covers multiple projects, all hours must also be logged by project assignment o A brief description of the work, and each reimbursable expense ▪ The total number of hours of work performed under the Agreement by Contractor and each employee, agent, and subcontractor of Contractor performing services hereunder; ▪ The Contractor’s signature; ▪ Contractor shall give separate notice to the City when the total number of hours worked by Contractor and any individual employee, agent, or subcontractor of Contractor reaches or exceeds 800 hours within a 12-month period under this Agreement and any other agreement between Contractor and City. Such notice shall include an estimate of the time necessary to complete work described in Exhibit A and the estimate of time necessary to complete work under any other agreement between Contractor and City, if applicable. 2.2 Monthly Payment. City shall make monthly payments, based on invoices received, for services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have 30 days from the receipt of an invoice that complies with all of the requirements above to pay Contractor. 2.3 Final Payment. City shall pay the last 10% of the total sum due pursuant to this Agreement within 60 days after completion of the services and submittal to City of a final invoice, if all services required have been satisfactorily performed. 2.4 Total Payment. City shall pay for the services to be rendered by Contractor pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Contractor in rendering services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement. In no event shall Contractor submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. 2.5 Hourly Fees. Fees for work performed by Contractor on an hourly basis shall not exceed the amounts shown on the compensation schedule attached hereto as Exhibit B. 2.6 Reimbursable Expenses. Reimbursable expenses are specified in Exhibit B, and shall not exceed $_______________. Expenses not listed in Exhibit B are not chargeable to City. Reimbursable expenses are included in the total amount of compensation provided under this Agreement that shall not be exceeded. 2.7 Payment of Taxes. Contractor is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. 2.8 Payment upon Termination. In the event that the City or Contractor terminates this Agreement pursuant to Section 8, the City shall compensate the Contractor for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Contractor shall maintain adequate logs and timesheets to verify costs incurred to that date. 2.9 Authorization to Perform Services. The Contractor is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator. 2.10 Liquidated Damages. Failure of Contractor to respond to problems referred to it by City within the time limits established in Subsection 1.2 of this Agreement shall result in liquidated damages as set forth in Exhibit A. Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Contractor shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement. City shall make available to Contractor only the facilities and equipment listed in this section, and only under the terms and conditions set forth herein. Contractor shall make a written request to City to use facilities or equipment not otherwise listed herein. 3.1 Safety Requirements. In accordance with generally accepted construction practices and state law, Contractor shall be solely and completely responsible for conditions on the jobsite, including safety of all persons and property during performance of the work. This requirement shall apply continuously and not be limited to normal working hours. Contractor shall take all necessary precautions and provide all necessary safeguards to prevent personal injury and property damage. Contractor shall provide protection for all persons including, but not limited to, its employees and employees of its subcontractors; members of the public; and employees, agents, and representatives of the City and regulatory agencies that may be on or about the work. The services of the City in conducting review and inspection of Contractor's performance is not intended to include review of the adequacy of Contractor's work methods, equipment, bracing or scaffolding, or safety measures, in, on, or near any Contractor jobsite. All work and materials shall be in strict accordance with all applicable state, city, county, and federal rules, regulations and codes, with specific attention to the United States Department of Labor Occupational Health and Safety Administration (OSHA) requirements. Contractor shall be solely responsible for compliance with all city, county, and state explosive transport, storage, and blasting requirements and for any damages caused by such operations. Contractor is hereby informed that work on City property could be hazardous. Contractor shall carefully instruct all personnel working on City property that all conditions of the property are potentially hazardous work areas as to potential dangers and shall provide such necessary saf ety equipment and instructions as are necessary to prevent injury to personnel and damage to property. Special care shall be exercised relative to work underground. In addition to complying with all other safety regulations, Contractor shall abide by any and all other City requirements contained in any specifications, special conditions or manuals, which shall be made available by City upon request. Contractor shall provide and maintain all necessary safety equipment such as fences, barriers, signs, lights, walkways, guards, and fire prevention and fire-fighting equipment and shall take such other action as is required to fulfill its obligations under this section. It is the intent of the City to provide a safe working environment under normal conditions. CONTRACTOR IS ADVISED THAT CITY’S OPERATIONS AND PROPERTY ARE INHERENTLY HAZARDOUS BECAUSE OF CONDITIONS SUCH AS CONFINED SPACES, POTENTIALLY EXPLOSIVE ATMOSPHERES, AND POSSIBLE EXPOSURE TO PATHOGENS. Contractor shall maintain all portions of the jobsite in a neat, clean, and sanitary condition at all times. If required by the City, toilets shall be furnished by Contractor where needed for use of its employees and their use shall be strictly enforced. Contractor shall not use the City's existing sanitary facilities, unless previously authorized by the City. Contractor shall keep adequate first aid facilities and supplies available and instruction in first aid for its employees shall be given. City reserves the right to require that Contractor bring onto the project or engage the services of a licensed safety engineer at any time during the term of this Agreement. If Contractor does not have a licensed safety engineer on staff, then City may require that Contractor engage a subcontractor or subconsultant as the project’s safety engineer. Contractor shall bear all costs in connection with meeting the requirements of this section. Section 4. INSURANCE REQUIREMENTS. Before fully executing this Agreement, Contractor, at its own cost and expense, unless otherwise specified below, shall procure the types and amounts of insurance listed below against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Contractor and its agents, representatives, employees, and subcontractors. Consistent with the following provisions, Contractor shall provide proof satisfactory to City of such insurance that meets the requirements of this section and under forms of insura nce satisfactory in all respects, and that such insurance is in effect prior to beginning work. Contractor shall maintain the insurance policies required by this section throughout the t erm of this Agreement. The cost of such insurance shall be included in the Contractor's bid. Contractor shall not allow any subcontractor to commence work on any subcontract until Contractor has obtained all insurance required herein for the subcontractor(s) and provided evidence to City that such insurance is in effect. VERIFICATION OF THE REQUIRED INSURANCE SHALL BE SUBMITTED AND MADE PART OF THIS AGREEMENT PRIOR TO EXECUTION. Contractor shall maintain all required insurance listed herein for the duration of this Agreement. 4.1 Workers’ Compensation. 4.1.1 General Requirements. Contractor shall, at its sole cost and expense, maintain Statutory Workers’ Compensation Insurance and Employer’s Liability Insurance for any and all persons employed directly or indirectly by Contractor. The Statutory Workers’ Compensation Insurance and Employer’s Liability Insurance shall be provided with limits of not less than $1,000,000 per accident. In the alternative, Contractor may rely on a self-insurance program to meet these requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self -insurance program meets the standards of the California Labor Code shall be solely in the discretion of the Contract Administrator. The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the City for all work performed by the Contractor, its employees, agents, and subcontractors. 4.1.2 Submittal Requirements. To comply with Subsection 4.1, Contractor shall submit the following: a. Certificate of Workers’ Compensation Insurance in the amounts specified in the section; and b. Waiver of Subrogation Endorsement as required by the section. 4.2 Commercial General and Automobile Liability Insurance. 4.2.1 General Requirements. Contractor, at its own cost and expense, shall maintain commercial general liability insurance for the term of this Agreement in an amount not less than $2,000,000 and automobile liability insurance for the term of this Agreement in an amount not less than $2,000,000 per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non-owned automobiles. 4.2.2 Minimum Scope of Coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 (most recent edition) covering comprehensive General Liability on an “occurrence” basis. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001, Code 1 (any auto). No endorsement shall be attached limiting the coverage. 4.2.3 Additional Requirements. Each of the following shall be included in the insurance coverage or added as a certified endorsement to the policy: a. The Insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis. b. City, its officers, officials, employees, and volunteers are to be covered as additional insureds as respects: liability arising out of work or operations performed by or on behalf of the Contractor; or automobiles owned, leased, hired, or borrowed by the Contractor. c. Contractor hereby agrees to waive subrogation which any insurer or contractor may require from vendor by virtue of the payment of any loss. Contractor agrees to obtain any endorsements that may be necessary to affect this waiver of subrogation. d. For any claims related to this Agreement or the work hereunder, 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. 4.2.4 Submittal Requirements. To comply with Subsection 4.2, Contractor shall submit the following: a. Certificate of Liability Insurance in the amounts specified in the section; b. Additional Insured Endorsement as required by the section; c. Waiver of Subrogation Endorsement as required by the section; and d. Primary Insurance Endorsement as required by the section. 4.3 All Policies Requirements. 4.3.1 Acceptability of Insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A:VII. 4.3.2 Verification of Coverage. Prior to beginning any work under this Agreement, Contractor shall furnish City with complete copies of all Certificates of Liability Insurance deliver ed to Contractor by the insurer, including complete copies of all endorsements attached to the policies. All copies of Certificates of Liability Insurance and certified endorsements shall show the signature of a person authorized by that insurer to bind c overage on its behalf. If the City does not receive the required insurance documents prior to the Contractor beginning work, it shall not waive the Contractor’s obligation to provide them. The City reserves the right to require complete copies of all required insurance policies at any time. 4.3.3 Deductibles and Self-Insured Retentions. Contractor shall disclose to and obtain the written approval of City for the self-insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. At the option of the City, either: the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, employees, and volunteers; or the Contractor shall provide a financial guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claim administration and defense expenses. 4.3.4 Wasting Policies. No policy required by this Section 4 shall include a “wasting” policy limit (i.e. limit that is eroded by the cost of defense). 4.3.5 Endorsement Requirements. Each insurance policy required by Section 4 shall be endorsed to state that coverage shall not be canceled by either party, except after 30 days’ prior written notice has been provided to the City. 4.3.6 Subcontractors. Contractor shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 4.4 Remedies. In addition to any other remedies City may have if Contractor fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Contractor’s breach: ▪ Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; ▪ Order Contractor to stop work under this Agreement or withhold any payment that becomes due to Contractor hereunder, or both stop work and withhold any payment, until Contractor demonstrates compliance with the requirements hereof; and/or ▪ Terminate this Agreement. Section 5. INDEMNIFICATION AND CONTRACTOR’S RESPONSIBILITIES. Contractor shall indemnify, defend with counsel acceptable to City, and hold harmless City and its officers, officials, employees, agents and volunteers from and against any and all liability, loss, damage, claims, expenses, and costs (including without limitation, attorney’s fees and costs and fees of litigation) (collectively, “Liability”) of every nature arising out of or in connection with Contractor’s performance of the Services or its failure to comply with any of its obligations contained in this Agreement, except such Liability caused by the sole negligence or willful misconduct of City. The Contractor’s obligation to defend and indemnify shall not be excused because of the Contractor’s inability to evaluate Liability or because the Contractor evaluates Liability and determines that the Contractor is not liable to the claimant. The Contractor must respond within 30 days, to the tender of any claim for defense and indemnity by the City, unless this time has been extended by the City. If the Contractor fails to accept or reject a tender of defense and indemnity within 30 days, in addition to any other remedy authorized by law, so much of th e money due the Contractor under and by virtue of this Agreement as shall reasonably be considere d necessary by the City, may be retained by the City until disposition has been made of the claim or suit for damages, or until the Contractor accepts or rejects the tender of defense, whichever occurs first. Notwithstanding the forgoing, to the extent this Agreement is a “construction contract” as defined by California Civil Code Section 2782, as may be amended from time to time, such duties of Contractor to indemnify shall not apply when to do so would be prohibited by California Civil Code Section 2782. In the event that Contractor or any employee, agent, or subcontractor of Contractor providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Contractor shall in demnify, defend, and hold harmless City for the payment of any employee and/or employer contribut ions for PERS benefits on behalf of Contractor or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City. Section 6. STATUS OF CONTRACTOR. 6.1 Independent Contractor. At all times during the term of this Agreement, Contractor shall be an independent contractor and shall not be an employee of City. This Agreement shall not be construed as an agreement for employment. City shall have the right to control Contractor only insofar as the results of Contractor's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subsection 1.3; however, otherwise City shall not have the right to control the means by which Contractor accomplishes services rendered pursuant to this Agreement. Contractor further acknowledges that Contractor performs Services outside the usual course of the City’s business; and is customarily engaged in an independently established trade, occupation, or business of the same nature as the Contractor performs for the City, and has the option to perform such work for other entities. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Contractor and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of City and entitlement to any contribution to be paid by Ci ty for employer contributions and/or employee contributions for PERS benefits. 6.2 Contractor Not an Agent. Except as City may specify in writing, Contractor shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Contractor shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever. Section 7. LEGAL REQUIREMENTS. 7.1 Governing Law. The laws of the State of California shall govern this Agreement. 7.2 Compliance with Applicable Laws. Contractor and any subcontractors shall comply with all laws applicable to the performance of the work hereunder. 7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Contractor and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. 7.4 Licenses and Permits. Contractor represents and warrants to City that Contractor and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. Contractor represents and warrants to City that Contractor and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Contractor and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. 7.5 Nondiscrimination and Equal Opportunity. Contractor shall not discriminate, on the basis of a person’s race, sex, gender, religion (including religious dress and grooming practices), national origin, ancestry, physical or mental disability, medical condition (including cancer and genetic characteristics), marital status, age, sexual orientation, color, creed, pregnancy, genetic information, gender identity or expression, political affiliation or belief, military/veteran status, or any other classification protected by applicable local, state, or federal laws (each a “Protected Characteristic”), against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Contractor under this Agreement. Contractor shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement. Section 8. TERMINATION AND MODIFICATION. 8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Contractor. Contractor may cancel this Agreement upon 30 days’ written notice to City and shall include in such notice the reasons for cancellation. In the event of termination, Contractor shall be entitled to compensation for services performed to the effective date of termination; City, however, may condition payment of such compensation upon Contractor delivering to City any or all documents, photographs, computer software, video and audio tapes, and other materials provided to Contractor or prepared by or for Contractor or the City in connection with this Agreement. 8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Contractor understands and agrees that, if City grants such an extension, City shall have no obligation to provide Contractor 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 Contractor for any otherwise reimbursable expenses incurred during the extension period. 8.3 Amendments. The Parties may amend this Agreement only by a writing signed by all the Parties. 8.4 Assignment and Subcontracting. City and Contractor recognize and agree that this Agreement contemplates personal performance by Contractor and is based upon a determination of Contractor’s unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Contractor. Contractor may not assign this Agreement or any interest therein without the prior written approval of the Contr act Administrator. Contractor shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the proposal, without prior written approval of the Contract Administrator. 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Contractor shall survive the termination of this Agreement. 8.6 Options upon Breach by Contractor. If Contractor materially breaches any of the terms of this Agreement, City’s remedies shall include, but not be limited to, the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Contractor pursuant to this Agreement; 8.6.3 Retain a different contractor to complete the work described in Exhibit A not finished by Contractor; or 8.6.4 Charge Contractor the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Contractor pursuant to Section 2 if Contractor had completed the work. Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Contractor’s Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, t hat Contractor prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Contractor hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City an d Contractor agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both Parties. 9.2 Contractor’s Books and Records. Contractor shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of 3 years, or for any longer period required by law, from the date of final payment to the Contractor to this Agreement. 9.3 Inspection and Audit of Records. Any records or documents that Subsection 9.2 of this Agreement requires Contractor 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 un der this Agreement exceeds $10,000.00, the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of 3 years after final payment under the Agreement. Section 10. MISCELLANEOUS PROVISIONS. 10.1 Attorneys’ Fees. If a party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement, the Parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Alameda or in the United States District Court for the Northern District of California. 10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the Parties. 10.6 Conflict of Interest. Contractor may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Contractor in a “conflict of interest,” as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq. Contractor shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Section 1090 et seq. Contractor hereby warrants that it is not now, nor has it been in the previous 12 months, an employee, agent, appointee, or official of the City. If Contractor was an employee, agent, appointee, or official of the City in the previous 12 months, Contractor warrants that it did not participate in any manner in the forming of this Agreement. Contractor understands that, if this Agreement is made in violation of California Government Code Section 1090 et seq., the entire Agreement is void and Contractor will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Contractor will be required to reimburse the City for any sums paid to the Contractor. Contractor understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of California Government Code Section 1090 et seq., and, if applicable, will be disqualified from holding public office in the State of California. 10.7 Solicitation. Contractor agrees not to solicit business at any meeting, focus group, or interview related to this Agreement, either orally or through any written materials. 10.8 Contract Administration. This Agreement shall be administered by the City Manager ("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee. 10.9 Notices. Any written notice to Contractor shall be sent to: ____________________________________________ ____________________________________________ ____________________________________________ Any written notice to City shall be sent to: City of Dublin Att:___________ 100 Civic Plaza Dublin, CA 94568 10.10 Integration. This Agreement, including the scope of work attached hereto and incorporated herein as Exhibits A, B, represents the entire and integrated agreement between City and Contractor and supersedes all prior negotiations, representations, or agreements, either written or oral. Exhibit A Scope of Services Exhibit B Compensation Schedule & Reimbursable Expenses 10.11 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement. 10.12 Certification per Iran Contracting Act of 2010. In the event that this contract is for one million dollars ($1,000,000.00) or more, by Contractor’s signature below Contractor certifies that Contractor, and any parent entities, subsidiaries, successors or subunits of Contractor are not identified on a list created pursuant to subdivision (b) of Section 2203 of the California Public Contract Code as a person engaging in investment activities in Iran as described in subdivision (a) of Section 2202.5, or as a person described in subdivision (b) of Section 2202.5 of the California Public Contract Code, as applicable. SIGNATURES ON FOLLOWING PAGE The Parties have executed this Agreement as of the Effective Date. The persons whose signatures appear below certify that they are authorized to sign on behalf of the respective Party. CITY OF DUBLIN [NAME OF CONTRACTOR] Linda Smith, City Manager [NAME, TITLE] Attest: Contractor’s DIR Registration Number (if applicable) Caroline Soto, City Clerk Approved as to Form: City Attorney 3070365.1 EXHIBIT A SCOPE OF SERVICES Services Agreement between [EFFECTIVE DATE] City of Dublin and ______________ Exhibit B – Page 1 of 1 EXHIBIT B COMPENSATION SCHEDULE & REIMBURSABLE EXPENSES Services Agreement between [EFFECTIVE DATE] City of Dublin and ______________ Exhibit A Page 1 of 1