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HomeMy WebLinkAboutItem 4.15 SNG Amend Agreement CITY CLERK File # D[6][Q][Q]-~[D] AGENDA STATEMENT CITY COUNCIL MEETING DATE: June 20, 2006 SUB.JECT: Amendment to Agreement with SNG & Associates, Inc., for Engineering Services Report Prepared bY' Melissa Morton, Puhlic Works D~ ATTACHMENTS: 1) 2) 3) Resolution and Proposed Amendment Letter from SNG & Associates, Inc, Current Agreement RECOMMENDATIO:!Sr.;mrAdop( ,=10"= ",pro';"'''' ==dm=( ill ... A==l. FINANCIAL STATEMENT: Under this Agreement, SNG & Associates, Inc., provides engineering services to the City based on the proposed rate schedule. Services performed arc typically private development review, planeheeking and project close-out, which is paid tor by developers. Per Section 2.9 of the Agreement, SNG & Associates, Inc., is allowed to request a 2.6% rate increase for Fiscal Year 2006-2007 based on the Consumer Price Index (CPT) tor Urban Wage Earncrs for the San Francisco-Oakland Bay Area lor February 2006. DESCRIPTION: The City has contracted with SNG & Associates, Inc., since 2002 for engineering services to pertill1ll pri vate development review, planchecking and project close-out. These services are paid for by devclopers. The most current Agreement was approved on June 21, 2005, and is for a two-year term, with Fiscal Year 2006-2007 being the second year of the Agreement. This amendment is to approve a rate increase as allowed by Section 2 of the Agreement. The rate schedule proposed by SNG & Associates, Tnc" reflects an increase of 2.6%, which is the February 2006 CPI lor Urban Wage Earners for the San Francisco-Oakland Day Area. Work performed by SNG & Associates, Inc., has been satisfactory, professional, and competitive, and Staff recommends that the City Council adopt the resolution approving the amendment to the Agreement. ________________________________~w____w_____~~._~.____________________________________________________www____ COPY TO: Nanda Gottiparthy, SNG Page 1 of 1 ITEMNO.~ LJ G:\CONSULTANTS\SNG\agst amendment fl6~07.doc Ivb2-' RESOLUTION NO. - 06 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN ********* APPROVING AMENDMENT TO AGREEMENT WITH SNG & ASSOCIATES, INC. WHEREAS, the City of Dublin, State ofCalifornJa, entered into a two-ycar agreement with SNG & Associates, Tnc., on June 21,2005, to perform gencral engineering services; and WHEREAS, Consultant is requestmg an adjustment of rates for Fiscal Year 2006-2007 as allowed by Section 2 ofthe Agreement; NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin does hereby approve the Amendment to the Agreemcnt with SNG & Associates, Inc., which is attached hereto as "Exhibit A." BE IT FURTHER RESOLVED that the Mayor IS authorized to execute the Amendment to the Agreement. PASSED, APPROVED AND ADOPTED this 20th day of June, 2006 AYES: NOES ABSENT ABSTAIN: Mayor ATTEST City Clerk G.-\CONSULTANTS\SNG\re:w umend 06-07.d()(" (.,-20 .o~ 1 IS: ATTAUDT /. ()'06Z-1 EXHIBIT "A" OF RESOLUTION -06 - AMENDMENT TO AGREEMENT BETWEEN CITY OF DUBLIN AND SNG & ASSOCIATES, INC., FOR ENGINEERING SERVICES WHEREAS, the City of Dublin (hereinafter referred to as "CITY") and SNG & Associates, Inc. (hereinafter referred to as "CONSULTANT"), entered into a two-year agreement on June 21, 2005, to provide engineering services to CITY, and WHEREAS, said agreement included a provision for CONSULTANT to request an increase in fee rates at the end of the 2005-2006 Fiscal Ycar; NOW, THEREFORE, the parties hereto agree as follows: . Adiustment of Rates The rate schedule attached hereto as Exhibit I shall be in effcct for Fiscal Year 2006-2007 Should a new agreement or amendment to agreement to extend the contract not be entered into by Junc 30, 2007, then this agreement will automatically extend until a new agreement or amendment to agreement is entered into, or City gives written notice oftermination. CITY OF DUBLIN Mayor ATTEST. City Clerk SNG & ASSOCIATES, INe. rrJ- ClJ~ Nanda Gottiparthy, P.E. f>fld&.b { I Date: G:\CONSUl TANTS\SNO\amenurnt:nl 06-u7 .doc EXHIBIT A To the Resolution 2006.2007 CHARGE RATE FEE SCHEDULE SNG & ASSOCIATES. INC. POSITION HOURLY RATE Principal Engineer $ 113.00 Senior Engineer 108.00 Associate Engineer 9300 41.00 Clerical G:\CONSUL T ANTSISNG\2006.07 RATE SCHEDULE.doc 3fJb 1./ EXHIBIT I. t 0 -[ h.e Ii me (>(J../11 erz. 7 SNG & Associates Inc. February S, 2006 Melissa Morton Director of Public Works City of Dublin P.O. Box 2340 Dublin, CA 94568 RE: Professional Staff Support Services Fiscal Year 06-07 Dear Melissa. This letter is to inform you that SNG & Associates would be pleased to continue services for Fiscal Year 06-07 under the current contract with the changes to the hourly rates as shown in the attached Rate Schedule. Please contact me at 925-251-0100, or 510-610-5922 (cellular) if you have any questions. Thank you fL~' . 9 (LQ~ ands Gottiparthy, P,E. - SNG & ASSOCIATES, INC. 5~~6 <;Iollf/r;di{t.' Afull R!~"d ,\~lIi1jJ 3":() I'h-oM.lr1frm C -I 9.J58N PJ1{J Y~Z-I ATTACHMENT 2,. !71J2/ . CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND SNG & ASSOCIATES,INC. THIS AGREEMENT for consulting services is made by and between the CITY OF DUBLIN ('City') and SNG & Associates, Inc.('Consullanf), as of June 21, 2005. Section 1. SERVlCE,I. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City lhe 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 date first noted above and shall end on June 30,2007, the date of completion specified in Exhibit A. and Consultant shall complete the work described in ~ prior to that date, unless the telTTl of the Agreement Is otherwise terminated or extended, as provided for in Section 8, The time provided to Consultant to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement, BI provided for in Section 8. 1.2 Standard of Performance. Consultant shall perform all services required pursuant to this Agreement in the manner and according to the slandards observed by a competent practitioner of the profession in which Consultant is engaged in the geographical area In which Consultant practices its profession. Consultant shall prepare all work products required by this Agreement in a substantial, first-class manner end shall conform to the standards of quality normally observed by a person practicing in Consultanfs profession. 1.3 Assignment of Personnel. Consultant shall assign only competent personnel to pertolTTl services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the telTTl of this Agreement, desires the reassignment of any such persons, Consultant shall, Immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Consultant shall devote suoh time to the peITolTTlanoe of services pursuant 10 this Agreement as may be reasonably necessery to meet the standard of performance provided In SectIon 1,1 above and to satisfy Consultanfs obligations hereunder. Consultant shall not be responsible for delays beyond Consultant's reasonable control. Section 2. COMPENSAIIQ.It. City hereby agrees to pay Consultant for services outlined in Exhibit A in accordance with the hourly rate schedule attached hereto as exhibit B. In the event of a conflict between this Agreement and Consultant's proposal, attached BI ~, regarding the amount of compensation, the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein, The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Consullant shall not bill City for duplicate services peITonned by more than one person, Consulting Services Agreement between City of Dublin and SNG & Associates, Inc. ATTAUDT 3. (0 on 2-1 Consultant and City acknowledge and agree that compensation paid by City to Consultanl under this Agreement is based upon Consultant's estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Consultant. Consequently, the parties further agree that compensaUon hereunder Is Intended to Include the costs of contributions 10 any pensions and/or annuities to which Consultant and Its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement. 2.1 Invoices. Consultant shall submit invoices, not more often than once a month during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. Invoices shall contain the following Information: · Clear numerical identification, with no duplication of numbering; . The beginning and ending dates of the billing period; . A Task Summary containing the original contract amount, the amount of prior billings, the total due this period, the balance available under the Agreement, and the percentage of completion; . At City's option, for each work item in each lask, a copy of the applicable time entries or lime sheels shall be submitted showing the name of the person doing the work, the hours spent by each person, a brief description of the work, and each reimbursable expense; · The total number of hours of work performed under the Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing services hereunder, as well as a separate notice when the total number of hours of work by Consultant and any individual employee, agent, or subconlractor of Consultant reaches or exceeds 800 hours, which shall Include an estimate of the time necessary to oomplete the work described in Exhibit A; . The Consultant's signature. 2.2 M.o..nthly Pavment. City shall make monthly payments, based on invoices received, for services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have 30 days from the receipt of an Invoice that complies with all of the requirements above to pay COnsultant. 2.3 Total Payment. City shall pay for the services 10 be rendered by Consultant pursuant 10 this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. City shall make no payment for any extra, further. or additional service pursuant to this Agreement. In no event shall Consultant submit any Invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the enUre Agreement. unless the Agreemenl is modified prior to the submission of such an Invoice by a properly executed change order or amendment. 2.4 HourlY Fe... Fees for work performed by Consultant on an hourly basis shall nol exceed the amounts shown on the compensaUon schedule attached hereto as Exhibit B. Consulting Services Agreement between City of Dublin and SNG & Associates, Inc. June 21, 2005 Page 2 of 14 1~J.1 2.5 Bllmbul'll.I21l.ExDln.... Reimbursable expenses. as authorized by City. are included In the total amount of compensation provided under this Agreement that shall not be exceeded, 2.6 PlIvment of TUII. Consultant Is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. 2.7 Payment UDon Termination. In the event that the City or Consultant terminates this Agreement pursuant to Section S, the City shall compensate the Consultant for all outstanding costs and reimbursable expenses Incurred for work satisfactorily completed as of the date of written notice of lermination, Consultant shall maintain adequate logs and timesheels in order to verity cosls Incurred to that date. 2.8 Authorization to Perform Services. The Consultant Is not authorized to perform any services or inCl,lr any costs whatsoever under the terms of this Agreement unlil receipt of authorization from the Contract Administrator 2.9 Rate Adiustments. Consultant will be entitled to an annual rate adjustment upon each annual anniversary of this Agreement, the amount of said increase to be approved by the City, The base for cornpuVng the adjustment shall be the Consumer Price Index for Urban Wage Earners for the San Francisco-Oakland Bay Area published by the U.S. Department of Labor, Bureau of Labor SleVstics (Index) which is published tor the year ending in February If the Index has increased over the Index for the prior year, the rates for the following year shall be eslablished by multiplying the rates for the currenl.year by a fraction. the numerator of which is lhe Renewal Index and the denominator of which Is the Index for the preceding year, In no case shall the adjusted rates be less than the Initial rates as set forth in Exhibit B. A sample calculation Is set forth below. The Public Works Director shall calculate the adjusted rate on each anniversary date of this agreement and shall provide notice to Consultant of such new rates. SAMPLE CALCULATION: (Using 1% index increase as an example) $150,OOlhr 1,50lhr $151,5OIhr Section 3. FACILITIES AND EQUIPMENT, Except as set forth herein, Consultant shall, at ill; sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement. City shall make available to Consultant only the facilities and equipment listed in this section, and only under the lerms and conditions sel forth herein. HOURlY CHARGE RATE INDEX INCREASE (Assuming 1%) 150 x .01 :: 1.50 City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consullant's use while consulting with City employees and reviewing records and the information in possession of the City The location, quantity. and time of fumlshlng those facilities Consulting Services Agreement between City of Dublin and SNG & Associates, Inc. June 21, 2005 Page 3 of 14 C[ 1J Z/ shall be in the sole discretion of City. In no event shall City be obligated 10 fumish any faclllty that may involve incurring any direct expense, including but not limited to computer, long-dIstance telephone or other communication charges, vehicles, and reproduction facilities. Section 4. INS!lRANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant, at its own cost and expense, shall procure 'occurrence coverage' insurance against claims for injuries to persons or damages to property that may arise trom or in connection With the performance of the work hereunder by the Consultant and its agents, representatives, employees, and subcontractors. Consultant shall provide proof satisfactory to City of such insurance that meets the requirements of this section and under forms of insurance satisfactory in all respects to the City Consultant shall maintain lhe insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Consultanl's bid. Consultant shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s) and provided evidence thereof to City, Verification of the required insurance shall be submitted and made part of this Agreement prtor to execution. 4,1 bkl,.' ComDlnl.tiRn. Consultant shall, at ils sole cost and expense, maintain Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Consultant. The Statutory Workers' Compensation Insurance and Employer's Liability Insurance shall be provided with limits of not less than ONE MilLION DOLLARS ($1,000,000.00) per accident. In the alternative, Consultant may rely on a self.lnsurance program to meet those 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 labor Code shall be solely in the discretion of the Contract Administrator. The insurer, if insurance is provided, or the Consultant, if a program of self.insurance Is provided, shall waive all rights of subrogation against the City and Its officers, officials, employees, and volunteers for loss arising from work performed under this Agreement. An endorsement shall state that coverage shall not be canceled except after thirty (30) days' prior wtitten notice by certified mail, return receipt requested, has been given to the City Consultanl shall notify City within 14 days of notification from Consultenfs Insurer if such coverage is suspended, voided or reduced in coverage or in limits. 4.2 Commercial General and Automobile liability InBurBnc.. 4.2.1 General requirements. Consultant, at Its own cost and expense, shall maintain commercial general and automobile liability Insurance for the term of this Agreement in an amount not less than ONE MilLION DOLLARS ($1,000,000.00) per occurrence, combined single limit coverage for risks associated With the work conlemplated by this Agreemenl. If a Commercial General Uability 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 limi!. Such coverage shall Include but shall not Consulting Services Agreement between City of Dublin and SNG & Associates, Inc. June 21, 2005 Page 4 of 14 '1 ot 2-1 be limited to, protection against claims arising from bodily and personal Injury, including death resulting therefrom, and damage 10 property resulting from activities contemplated under this Agreement, including the use of owned and non-owned automobiles, 4,2,2 Minimum SCODe of coveralle. Commercial general ooverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 (ed. 11/88) or Insurance Services Office fonn number GL 0002 (ed. 1/73) covering comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehem,lve General Liability Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability fonn CA 0001 (ed. 12190) Code Band 9 rany auto'). No endorsement shall be attached limiting the coverage. 4.2.3 Additional reaulrements. Each of the following shall be Included in the insurance coverage or added as an endorsement to the polley' a. City and its officers, employees, agents, and volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of activities perfonned by or on behalf of Consultant, including the insured's general supervision of Consultant; products and completed operations of Consultant; premises owned, occupied, or used by Consultant; and automobiles owned, leased, or used by the Consultant. The coverage shall oonlain no speclallimitations on the scope of protection afforded to City or its officers, employees, agents, or volunteers, b, The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis. c, An endorsement must state that coverage Is primary Insurance with respect to the City and its officers, officials, employees and volunteers, and that no Insurance or seW-Insurance maintained by the City shall be celled upon to contribute to a loss under the coverage. d. Any failure of CONSULTANT to comply with reporting provisions of the polley shall not affect coverage provided to CITY and Its officers, employees, agents, and volunteers, e, An endorsement shall state that coverage shall not be canceled excepl after thirty (30) days' prior written notice by certified mall, return receipt requested, has been given to the City Consultant shall notify City wilhin 14 days of notification from Consultant's insurer if such coverage is suspended, voided or reduced in coverage or in limits. Consulting Services Agreement between Clly of Dublin and SNG & Associates, Inc. June 21, 2005 Page 5 of 14 tD ~2-1 4.3 I I Insurance. ConSLJltant, at ils own cost and expense, shall maintain for the period covered by this Agreement protessionalllablllty Insurance for licensed professionals performing work pLJrsuant to this Agreement In an amounl nol less than ONE MilLION DOLLARS ($1,000,000) covering the licensed professionals' errors and omissions. 4.3.1 Any dedLJclible or self-insullld retention shall not exceed $150,000 per claim. 4.3.2 An endorsement shall state thai coverage shall nol be suspended, voided, canceled by either party, reduced In coverage or in limits, except after thirty (30) days' prior written notice by certified mail, retLJm receipt requested, has been given to the City. 4.3.3 The following provisions shall apply If the protessionalliability coverages are written on a claims-made form: a, The retroactive date of the policy must be shown and must be before the date of the Agreement. b. Insurance must be maintained and evidence of Insurance must be provided for alleasl five years after completion of the Agreement or the work, so long as commercially available at reasonable rates. c, If coverage is canceled or not renewed and It Is nol replaced with another claims-made policy form wllh a retroactive date that precedes the dale of this Agreement, Consultant must provide extended reporting coverage for a minimum of five years after completion of the Agreement or the work. The City shall have the righllo exercise, allhe Consullanfs sole cost and expense, any extended reporting provisions of the policy, if the Consultant cancels or does not renew the coverage. d. A copy of the claim reporting requiremenls must be submitted to the City prior to the commencement of eny work under this Agreement. 4.4 All Policies Reauirements. 4.4.1 AcceDtabJlltv of Jnlurera. All Insurance required by this section is to be placed with Insurers with a Besls' rating of no less than A:VII. 4.4.2 V.rlflcatlon of cov.raG'. Prior to beginning any work under this Agreement, Consultant shall fumlsh City with certificates of Insurance and with original endorsements effecting coverage required herein. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that Insurer to bind coverage on Its behalf The City reserves the right to require complete, certified copies of all required insurance policies, at any time. Consulting Services Agreement between City of Dublin and SNG & Associates, Inc. June 21, 2005 Page 6 of 14 1\ 1J2/ 4.4.3 ~ Consultant shaillnclude all subcontractors as insureds under its policies or sheli furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein, 4.4.4 Mtlm.. The City may approve a varlation in the foregoing insurance requirements, upon a determination that the coverages, scope, limits, and fonns of such Insurance are either not commercleliy available, or that the City's interests are otherwise fully protected, 4.4.5 Deductible. and Self.lnlurld Rettntlonl, Consultant shall disclose to and obtain the approval of City for the self.lnsured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. During the period covered by this Agreement, only upon the prior express written authorization of Contract Adminislrator, Consultant may increase such deductibles or self-insured retentions with respect to City, its officers, employees, agents, and volunteers. The Contract Administrator may condition approval of an Increase in deductible or self-insured retention levels with a requirementlhat Consultant procure a bond, guaranteeing payment of losses and related investigations, claim administration, and defense expenses lhat Is satisfactory in all respects to each of them. 4,4.6 In the event that any coverage required by this section Is reduced, limited, or materially affected In any other manner, Consultant shall provide written n060e to City et Consultanfs earliest possible opportunity and in no case later than five days after Consultant Is notified of the change In coverage, 4.5 Remedies. In addition to any olher remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and wilhln the time herein required, Cily may, at its 80le option exercise any of the following remedies, which are alternatives to other remedies CIIy may have and are not the exclusive remedy for Consultant's breach: · Obtain such Insurance and deduct and rataln the amount of the premiums for such insurance from any sums due under the Agraement; . Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or . Tennlnate this Agreement. Consulting Services Agreement between City of Dublin and SNG & Associates, lnc, June 21, 2005 Page 7 of 14 1'l~11 Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. Consultant shall indemnify, defend with counsel selected by the City, and hold hannless the City and its officials, offlcets, employees, agents, and volunteers from and against any and all losses, liability, claims, sulls, actions, damages, and causes of action arising out ot any personal injury, bodily injury, loss of life, or damage 10 property, or any violation of any federal, state, or municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct or negligent acts or omissions of Consultant or Its employees, subcontraclors, or agenls, by acts for which they could be held strictly liable, or by the quality or character of their work. The foregoing obligation of Consultant shall nol apply when (1) the InJury, I06S of life, damage to properly, or violation of law arises wholly from the negligence or willful misconduct of the City or its officers, employees, agents, or volunteers and (2) the actions of Consultant or its employees, subcontraclor, or agents have contributed in no part to the Injury, loss of life, damage to property, or violation of law. II is understood that the duty of Consultant to indemnify and hold hannless includes the duty to defend as set forth in Section 2778 of the California Civil Code, Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Consultant from liability under this indemnification and hold hannless clause, This Indemnification and hold hannless clause shall apply to any damages or claims for damages whether or not such Insurance policies shall have been determined to apply, By execution of this Agreement, Consultant acknowledges and agrees to the proviSions of this Section and that il is a material element of consideration. In the event that Consultant or any employee, agent, or subcontractor of Consultant provtdlng services under this Agreement Is determined by a court of oompelentjurisdictlon or \he Callfomla Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Consultant shall indemnify, defend, and hold hannless City for the paymenl ot any employee and/or employer contributions tor PERS benefits on behalf of Consultant or ils employees, agents, or subcontractors, as well as for \he payment of any penalties and Interest on such contributions, which would otherwise be the responsibility of City Section 8. STATUS OF CONSULTANT, 8.1 Independent Contractor, At all times during the tenn of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only Insofar as the results of Consultant's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have \he right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance 10 the oontrary, Consultant and any of its employees, agents, and subcontractors proViding services under this Agreement shall not qualify for or become entltied 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 entitiement to any contribution to be paid by City for employer contributions and/or employee contributions tor PERS benefits. 6.2 Consultant No Aaent Excepl as City may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of City In any capacity whatsoever as an Consulting Services Agreement between City of Dublin and SNG & Associates, Inc. June 21, 2005 Page 6 of 14 13tfjl agent. Consultant shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever. I&I2D.L ~ 7.1 Governing l.IYt. The Iswsofthe State of California shall govern IhlsAgreemenl. 7.2 ComDliance with ADDUCible I.mL Consultant and any subcontrectors shall comply will1 all laws applicable to the performance of the work hereunder, 7.3 Other Governmental ReaulaUons. To the extent Ihal this Agreement may be funded by fiscal assistance from another governmental entity, Consultant and any subcontractors shall comply with all applicable rules and regulations to which City Is bound by the terms of such fiscal assistance program. 7.4 Licenses and Pennits. Consultant represents and warrants to City that Consultant and Its employees, agents, and any subcontractors have all licenses. permits. qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees, agents, any subcontractors shall, at their sole cost and expense. keep in effect at all times during the term of this Agreement any licenses. permlls. and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain' and maintain during the term of this Agreement valid Business Licenses /rom City. 7.5 Consultant shall not discriminate, on the basis of a person's race, religion, color, national origin, age, physical or mental handicap or disability, medical condition, marital status, sex, or sexual orientation, agalnsl any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Consultant under this Agreement. Consultant shall comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination In employment, contracting, and the provision of 8llY Sllrvk:eS that are the sub)act of this Agreement, including but not limited to the satisfaction of any positive obligations required of Consultant thereby Consultant shall Include the provisions of this Subsection In any subcontract approved by the Contract Administrator or this Agreement. Section 8. TERMINATION AND MODIFICATION. 8.1 Termination. City may cancel this Agreement at any lime and without cause upon written notlflcation to Consultant. Consulting Services Agreement between Clly of Dublin and SNG & Associates, Inc. June 21, 2005 Page 9 of 14 I t-f r1f)2.-/ Consultant may cancel this Agreement upon thirty (30) days' written notice to City and shall include In such notice the reasons for cancellation. In the event of termination, Consultant shall be entitled to compensation for services perfonned to the effective date of termination; City, however, may condition payment of such compensatlcn upon Consultant delivering to City any or all documents, photographs, computer software, video and audio tapes, and other malerials provided to Consultant or prepared by or for Consultant or the City in connection with this Agreement. 8.2 ~tenslon. City may. In Its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for In Subsection 1.1 Any such extension shall require a written amendment to this Agreement, as provided for herein, Consultant understands and agrees lhat, if City grants such an extension, City shall have no obligation to provide Consultant wilh compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses Incurred during the extension period. 8.3 Amendments. The parties may amend this Agreement only by a writing signed by llll the parties. 8.4 Asslvnment and Subcontractina. City and Consultant recognize and agree that this Agreement contemplates personal perfonnance by Consultant and Is based upon a determination of Consultant's unique personal competence, experience, and specialized personal knowledge, Moreover, a substantiai Inducement to Cily for entering into this Agreement was and Is the professional reputation and competence of Consultant. Consultant may not esslgn this Agreement or any interest therein without the prior written approval of the Contract Admlnlstretor. Consultant shall not subcontracl any portion of the performance contemplated and provided for herein, other than to the subconlraclors noted in the proposal, without prior written approval of the Contract Administrator 8.5 Survival, All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the teoninalion of this Agreement. 8.6 amicn. upon Breach bY consu_ If Consultant materially breaches any of the teons of this Agreement, City's remedies shall included, but not be limited to, the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement; 8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant; or Consulting Services Agreement between City of Dublin and SNG & Associates, Inc, June 21,2005 Page 10 of 14 16 "t t-I 8.6.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuanl to Section 2 if Consultant had completed the work, ~~Ion 9. KEEPING AND STATUS OF RECORQI. 9.1 Records Created.. Part of Conlultanl'. Perfonnance. 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 olherform, that Consultanl prepares or obtains pursuant to this Agreement and thaI relale 10 the matlers covered hereunder shall be the property of the City, Consultant hereby agrees to deliver those documents 10 the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited 10 those described above, prepared pursuant to this Agreement are prepared speclficelly for the City and are not necessarily suitable for any future or other use. City and ConsuRant agree that, until nnal approval by City, all data, plans, specifications, reports and other documents are confidenUal and will not be released to third parties without prior written coosent of both parties, 9.2 Con,ulanl" ~kl and ~ecords. Consultant shall maintain any end all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of flnal payment 10 the Consultant to this Agreement. 9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of the City Under California Government Code Section 8546.7, if the amount of publiC funds expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), the Agreement shall be subject to Ihe examination and audit of the State Auditor, al the request of City or as part of any audit of the City, for a period of three (3) years after final payment under the Agreement. ~ ~LANEOUS PROVISIONS. 10.1 Attornevs' Fees. If a party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees In addition to any other relief 10 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, Consulting Services Agreement between City of Dublin and SNG & Associates, Inc. June 21, 2005 Page 11 of 14 IIPO(fI 10.2 Venue. In the event that eilher 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 Califomia in the County of Alameda or in the United States District Court for the Northern District of Califomla. 10.3 ~vtt:!bilitv. 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 adjudgad 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 aiver 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 Alllanl. The provisions of this Agreement shall Inure to the benefit of and shall apply to and bind the successors and assigns of the parties. 10.6 Use of Recvcled Product.. Consultant shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper 10.7 f2!!Wct of Interest Consultant may serve other clients, but none whose activities within the corporate limits at City or whose business, regardless of location, would place Consultant In a "conflict of interest,' as that term is defined In the Political Reform Act, codified at California Govemment Code Section 81000 at seq. Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any f1nanclallnterest in this Agreement that would vlolala Califomia Government Code Sections 1090 et seq. Consultant hereby warrants that it is not now, nor has It bean in the previous twelve (12) months, an employee, agent, appointee, or official of the City, If Consultant was an employee, agent, appointee, or official of the City in the previous twelve months. Consultant warrants that It did not participate In any manner in the forming of this Agreement. Consultant understands that, if this Agreement Is made In violation of Govemment Code 51090 &t.seq., the entire Agreement is void and Consultant will not be entitled to any compensation for services performed pursuant to this Agreement. including reimbursement of expenses, and Consultant will be required to reimburse the City lor any sums paid to the Consultant. Consultant understands that, in addition to the foregoing, it may be subJect to criminal prosecution for a violation of Govemment Code 5 1090 and, if applicable, will be dlsquallfled from holding public office in the Stale of California. 10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus group, or interview related to this Agreement. either orally or through any written materials, Consulting Services Agreement between City of Dublin and SNG & Associates, Inc. June 21, 2005 Page 12 of 14 11~1.1 10.9 Contract Administration. This Agreement shall be administered by Melissa Morton, Public Works Direclor ('Contract Administrator'j, All correspondence shall be directed to or through the Contracl Administrator or his or her designee, 10.10 Notices. Any written notice to Consultant shall be sent to: Nanda Gottiparthy SNG & Associates, Inc, 5776 Stoneridge Mall Road, #370 Pleasanton, CA 94588 Any written notice to City shall be senl to: Melissa Morton City of Dublin Public Works 100 Civic Plaza Dublin, CA 94568 10,11 fr2fessional Seal. Where applicable in the detennlnaUon of the contracl administrator, the first page of a technical report, first page of design specifications, and each page of construction drawings shall be stampedlsealed and signed by the licensed professional responsible for the reporUdesign preparation. The stamplsealshall be In a block entitled 'Seal and Signature of Registered Professional with report/design responsibility,' as in the following example. Seal d Signature of Registered Professional with report/design responsibility. Consulling Services Agreement between City of Dublin and SNG & Associates, Inc. June 21, 2005 Page 13 of 14 I'Z ~~I 10.12 Intearation. This Agreement, Including the scope of work attached hereto and incorporated herein as Exhibit A, represents the entire and inlegrated agreement between City and Consultant and supersedes all prior negotiations. representations, or agreements, either written or oral. CITY OF DUBLIN SNG & ASSOCIATES, INC, 0v- Oj~ Nanda Gotllparthy, Principal -" Attest: Approved as to Form: *1-dA-//,~ Elizabeth Silver. City Attorney G:\OONSUL TANTSISNG\NBV oonllllting lIIl.....nt MZ10Moc Consulting Services Agreement between City of Dublin and SNG & Assooiates, Ino, June 21.2005 Page 14 of 14 EXHIBIT A SCOPE OF SERVICES To provide professional Staff support services for the Engineering Division of the Public Works Department. Services shall primarily consist of review ot improvement plans, maps, preparation of Conditions of Approval, agreements, City Council communications, general correspondence to developers, engineers and Staff of other City departments, project closure, and any other tasks as assigned and directed by Staff. G:\COOSUlTA~G'NEW oonsulti"ll8ll_t De2tDe,doc Consulting Services Agreement between City of Dublin and SNG & Associates, Inc,..~ June 21,2005 Page 1 ot 1 1C1r1{j1 , EXHIBIT B COMPENSATION SCHEDULE Compensation shall be paid per the Fee Schedule entitled, '2005-2006 Charge Rate Fee Schedule,' attached hereto. G:\CONBUL TANTS\8NGINEW ",noulUng I&_nt 082105,dllO Consulting Services Agreement between City of Dublin and SNG & Associates, Inc,-ExhlbIIB June 21 , 2005 Page 1 of 1 2--o~t1 , .21 tl"\ 2005-2006 CHARGE RATE FEE SCHEDULE ~G & AS~OCIATES. INC. PQ~ITION Principal Engineer Senior Engineer Associate Engineer Clerical HOURLY RATE $ 110.00 105.00 90.00 40.00 (3:\coNSUL T ANTSISNG\2005-06 RATE SCHEDULE,doc