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HomeMy WebLinkAboutItem 4.08 - 2053 Environmental Services Division Contracts Page 1 of 3 STAFF REPORT CITY COUNCIL DATE: June 19, 2018 TO: Honorable Mayor and City Councilmembers FROM: Christopher L. Foss, City Manager SUBJECT: New Agreements or Amendments to Various Environmental Services Contracts Prepared by: Shannan Young, Environmental Coordinator EXECUTIVE SUMMARY: The City Council will consider approving an amendment to its Agreement with Revel Environmental Manufacturing for trash capture device maintenance and consider entering into agreements with Surf 2 Snow Environmental Resource Management, Inc. for Municipal Regional Stormwater National Pollutant Discharge Elimination System Permit inspections and spill response and Rincon Consultants Inc. to update the City’s Climate Action Plan. STAFF RECOMMENDATION: 1) Adopt the Resolution Approving an Amendment to the Contract Services Agreement with Revel Environmental Manufacturing, Inc. for Trash Capture Device Maintenance Services; 2) Adopt the Resolution Approving a Contract Services Agreement with Surf 2 Snow Environmental Resource Management, Inc. for Municipal Regional Permit Stormwater National Pollutant Discharge Elimination System Permit Inspections and Spill Response Services; and, 3) Adopt the Resolution Approving a Consultant Services Agreement with Rincon Consultants, Inc. for Assistance on the Climate Action Plan Update. FINANCIAL IMPACT: Sufficient funds are available for all three contracts under consideration, as described and shown in the table below. Contract Contract Cost Budgeted Funding Sources Revel Environmental Manufacturing, Inc. $55,577 Local Recycling Programs Fund ($8,572); CalTrans Maintenance Endowments ($10,000); Gas Tax Fund ($39,005). Page 2 of 3 Contract Contract Cost Budgeted Funding Sources Surf 2 Snow Environmental Resource Management, Inc. $136,436 General Fund ($136,436) Rincon Consultants, Inc. $75,000 Measure D Fund ($37,500); General Fund ($37,500) DESCRIPTION: Mandates under the Municipal Regional Stormwater National Pollutant Discharge Elimination System Permit (MRP) are the driver for two of the three contracts u nder consideration. Specifically, the MRP requires that permittees reduce trash in local waterways by 80% by July 1, 2019. To meet this mandate, the City has installed 19 hydrodynamic separator (HDS) units and 149 REM Triton Bioflex Trash Guard (BFTG) Filters. Staff anticipates that an additional 55 BFTG filters will be installed in F iscal Year 2018-19, for a total of 204 BFTG filters to be serviced in Fiscal Year 2018-19. On August 16, 2016, the City Council approved a contract with Revel Environmental Manufacturing, Inc. (REM) and authorized the City Manager to execute the contract (Attachment 1). Staff has found that REM has been servicing the trash capture devices very well in Dublin and would like to extend the current contract term to June 30, 20 19. The Resolution (Attachment 2) and Exhibit A to the Resolution (Attachment 3) amend the terms of the contract to continue the service provision by REM. The MRP also requires that stormwater inspections be conducted for all facilities that may cause or contribute to stormwater pollution and at locations that include low impact development treatment measures. In addition, the MRP requires that the City respond to spills that threaten local waterways. Staff selected Surf 2 Snow Environmental Resource Management to provide inspection services after completing a Request for Proposal (RFP) process in May 2018. The Resolution (Attachment 4) and Exhibit A to the Resolution (Attachment 5) describe the terms of the Contract Services Agreement in full. The third contract under consideration is for Climate Action Planning (CAP) assistance. The City’s current CAP has greenhouse gas emissions (GHG) goals through 2020. The updated CAP would provide GHG goals for 2030 and 2050 to align with Senate Bill 32 and Executive Order B-30-15. The updated CAP will go through California Environmental Quality Act review, following the Governor’s Office of Planning and Research guidelines, so that it can be used for future tiering and project streamlining. Staff selected Rincon Consultants, Inc. to provide consultant services for the CAP update after completing a RFP process in May 2018. The Resolution (Attachment 6) and Exhibit A to the Resolution (Attachment 7) describe the terms of the Consultant Services Agreement in full. Page 3 of 3 NOTICING REQUIREMENTS/PUBLIC OUTREACH: None. ATTACHMENTS: 1. Original Contract Services Agreement with Revel Environmental Manufacturing, Inc. 2. Resolution Approving an Amendment to the Contract Services Agreement with Revel Environmental Manufacturing, Inc. for Trash Capture Device Maintenance Services 3. Exhibit A to the Resolution - Amendment to Contract Services Agreement with REM 4. Resolution Approving a Contract Services Agreement with Surf 2 Snow 5. Exhibit A to the Resolution - Contract Services Agreement with Surf 2 Snow 6. Resolution Approving a Consultant Services Agreement with Rincon Consultants 7. Exhibit A to the Resolution - Consultant Services Agreement with Rincon Consultants CONTRACT SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND REVEL ENVIRONMENTAL MANUFACTURING INC. THIS AGREEMENT for contract services is made by and between the City of Dublin ( "City ") and Revel Environmental Manufacturing Inc. ( "Contractor ") as of August 16, 2016. 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 date first noted above and shall end on June 30, 2018, the date of completion specified in Exhibit A, and Contractor shall complete the work described in Exhibit A prior to that date, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The time provided to Contractor to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement, as provided for in Section 8. 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 purpose, and b) the price charged by the Contractor for the provision of the services 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 in the geographical area in which Contractor practices its profession. Contractor shall prepare all work products required by this Agreement in a substantial, first -class manner and shall conform to the standards of quality normally observed by a person practicing in Contractor's profession. 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 Section 1.1 above and to satisfy Contractor's obligations hereunder. Section 2. COMPENSATION. City hereby agrees to pay Contractor a sum not to exceed $75,000, notwithstanding any contrary indications that may be contained in Contractor's proposal, for services to be performed 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, 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 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 incurred prior to the invoice date. No individual performing work under this Contract 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: • The dates of service provided at each facility; • Location of each service; • Daily logs of total hours worked by each individual performing work under this Contract • Hours must be logged in increments of tenths of an hour or quarter hours • If this Contract covers multiple projects, all hours must also be logged by project assignment • A brief description of the work • The Contractor's signature. 2.2 Monthly Payment. City shall make monthly payments, based on invoices received, for services satisfactorily performed. City shall have 30 days from the receipt of an invoice that complies with all of the requirements above to pay Contractor. 2.3 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. 2.4 Hourly Fees. Fees for work performed by Contractor on an hourly basis shall not exceed the amounts shown on the fee schedule set forth on the compensation schedule attached as Exhibit B. 2.5 Payment of Taxes. Contractor is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. 2.6 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 incurred for work satisfactorily completed as of the date of written notice of termination. Contractor shall maintain adequate logs and timesheets in order to verify costs incurred to that date. 2.7 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. 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. City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Contractor's use while consulting with City employees and reviewing records and the information in possession of the City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be obligated to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long- distance telephone or other communication charges, vehicles, and reproduction facilities. Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Contractor, at its own cost and expense, shall procure "occurrence coverage" insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Contractor and its agents, representatives, employees, and subcontractors. 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 to the City. 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 thereof to City. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to City as an additional insured. Furthermore, the requirements for coverage and limits shall be (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured; whichever is greater. The additional insured coverage under the Contractor's policy shall be "primary and non - contributory" and will not seek contribution from City's insurance or self - insurance and shall be at least as broad as CG 20 0104 12. In the event Contractor fails to maintain coverage as required by this Agreement, City at its sole discretion may purchase the coverage required and the cost will be paid by Contractor. Failure to exercise this right shall not constitute a waiver of right to exercise later. Each insurance policy shall include an endorsement providing that it shall not be cancelled, changed, or allowed to lapse without at least thirty (30) days' prior written notice to City of such cancellation, change, or lapse. 4.1 Workers' Compensation. 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 ONE MILLION DOLLARS ($1,000,000.00) per accident. In the alternative, Contractor may rely on a self - insurance 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 Contractor, 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 written notice by certified mail, return receipt requested, has been given to the City. Contractor shall notify City within 14 days of notification from Contractor's insurer if such coverage is suspended, voided or reduced in coverage or in limits. 4.2 Commercial General and Automobile Liability Insurance. 4.2.1 General requirements. Contractor, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply 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. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 Code 1 ( "any auto "). 4.2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as an endorsement to the policy: a. City and its officers, employees, agents, and volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of activities performed by or on behalf of Contractor, including the insured's general supervision of Contractor; products and completed operations of Contractor; premises owned, occupied, or used by Contractor; and automobiles owned, leased, or used by the Contractor. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents, or volunteers. b. The insurance shall cover on an occurrence or an accident basis, and not on a claims -made basis. C. An endorsement must state that coverage is primary insurance with respect to the City and its officers, officials, employees and volunteers, and that no insurance or self- insurance maintained by the City shall be called upon to contribute to a loss under the coverage. Any failure of Contractor to comply with reporting provisions of the policy shall not affect coverage provided to City and its officers, employees, agents, and volunteers. An endorsement shall state that coverage shall not be canceled except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. Contractor shall notify City within 14 days of notification from Contractor's insurer if such coverage is suspended, voided or reduced in coverage or in limits. 4.4 All Policies Requirements. 4.4.1 Acceptability of insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than ANIL 4.4.2 Verification of coverage. Prior to beginning any work under this Agreement, Contractor shall furnish City with certificates of insurance and with original endorsements effecting coverage required herein. The certificates and endorsements for each insurance policy are to be signed by a person 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 and endorsements. Failure to exercise this right shall not constitute a waiver of right to exercise later. 4.4.3 Subcontractors. Contractor agrees to include with all subcontractors in their subcontract the same requirements and provisions of this Agreement including the Indemnification and Insurance requirements to the extent they apply to the scope of the Subcontractor's work. Subcontractors hired by Contractor agree to be bound to Contractor and the City in the same manner and to the same extent as Contractor is bound to the City under the Contract Documents. Subcontractor further agrees to include these same provisions with any Sub - subcontractor. A copy of the Owner Contract Document Indemnity and Insurance provisions will be furnished to the Subcontractor upon request. The General Contractor shall require all subcontractors to provide a valid certificate of insurance and the required endorsements included in the agreement prior to commencement of any work and will provide proof of compliance to the City. 4.4.4 Variation. The City may approve a variation in the foregoing insurance requirements, upon a determination that the coverages, scope, limits, and forms of such insurance are either not commercially available, or that the City's interests are otherwise fully protected. 4.4.5 Deductibles and Self- Insured Retentions. All self- insured retentions (SIR) and /or deductibles must be disclosed to the City for approval and shall not reduce the limits of liability. Policies containing any self- insured retention provision and /or deductibles shall provide or be endorsed to provide that the SIR and/or deductibles may be satisfied by either the named insured or the City. 4.4.6 Excess insurance. The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non - contributory basis for the benefit of City (if agreed to in a written contract or agreement) before City's own insurance or self- insurance shall be called upon to protect City as a named insured. 4.4.7 Notice of Reduction in Coverage. In the event that any coverage required by this section is reduced, limited, or materially affected in any other manner, Contractor shall provide written notice to City at Contractor's earliest possible opportunity and in no case later than five days after Contractor is notified of the change in coverage. 4.5 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 CONSULTANT'S RESPONSIBILITIES. To the maximum extent allowed by law, Contractor shall indemnify, keep and save harmless the City, and City Councilmembers, officers, agents and employees against any and all suits, claims or actions arising out of any injury to persons or property, including death, that may occur, or that may be alleged to have occurred, in the course of the performance of this Agreement by a negligent act or omission or wrongful misconduct of the Contractor or its employees, subcontractors or agents. Contractor further agrees to defend any and all such actions, suits or claims and pay all charges of attorneys and all other costs and expenses arising therefrom or incurred in connection therewith; and if any judgment be rendered against the City or any of the other individuals enumerated above in any such action, Contractor shall, at its expense, satisfy and discharge the same. Contractor's responsibility for such defense and indemnity obligations shall survive the termination or completion of this Agreement for the full period of time allowed by law. The defense and indemnification obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Agreement. 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. Contractor /Subcontractor's responsibility for such defense and indemnity obligations shall survive the termination or completion of this Agreement for the full period of time allowed by law. 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. 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 Subparagraph 1.3; however, otherwise City shall not have the right to control the means by which Contractor accomplishes services rendered pursuant to this Agreement. 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 No Anent. 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 Governinq 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, religion, color, national origin, age, physical or mental handicap or disability, medical condition, marital status, sex, or sexual orientation, against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Contractor under this Agreement. Contractor shall comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this Agreement, including but not limited to the satisfaction of any positive obligations required of Contractor thereby. 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 ail 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. 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. MISCELLANEOUS PROVISIONS. 9.1 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. 9.2 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. 9.3 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. 9.4 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. 9.5 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. 9.6 Use of Recycled Products. Contractor 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. 9.7 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 Sections 1090 et seq. Contractor hereby warrants that it is not now, nor has it been in the previous twelve (12) months, an employee, agent, appointee, or official of the City. If Contractor was an employee, agent, appointee, or official of the City in the previous twelve 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 Government Code §1090 et. seq., the entire Agreement is void and Contractor will not be entitled to any compensation for services performed pursuant to this Agreement, 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 Government Code § 1090 and, if applicable, will be disqualified from holding public office in the State of California. Principals and those performing work for City of Dublin may be required to submit a California Fair Political Practices Commission (FPPC) Form 700: Statement of Economic Interests documenting potential financial conflicts of interest. For additional information, proposers should refer to the FPPC website at http: l /www.fppc,ca.gov /Form700.htm]. 9.8 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. 9.9 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. 9.10 Notices. Any written notice to Consultant shall be sent to: Revel Environmental Manufacturing Inc. Marcel Sloane, Regional Manager 960 B Detroit Ave Concord, CA 94518 P: 888.526.4736 x 103 Cell: 925.858.8005 marcel(j �remfilters.ocm Any written notice to City shall be sent to: Shannan Young, Environmental Coordinator 100 Civic Plaza Dublin, CA 94568 925 - 833 -6630 Shannan.young @dublin.ca.gov 9.11 Integration. This Agreement, including the Scope of Services and Compensation Schedule attached hereto and incorporated herein as Exhibits A and B, represents the entire and integrated agreement between City and Contractor and supersedes all prior negotiations, representations, or agreements, either written or oral. IN WITNESS HEREOF, the parties have caused their authorized representatives to execute this Agreement on the „fib`" day of 201,6 . CITY OF UBLIN ristopher L. Foss, City Manager Attest: Caroline Soto, City Clerk Approved as to Form: n Bakker, City Attorney Marc' I Sloan , Regional Manager Revel Envir mental Manufacturing Inc. EXHIBIT A SCOPE OF SERVICES Contractor to perform operations and maintenance services for REM Triton Bioflex Trash Guard (BFTG) Filters and for hydrodynamic separators located throughout the City for the contract term from August 16, 2016 through June 30, 2018. Schedule for completing required 0 &M services: Hydrodynamic Separators: Jan /Feb Inspection July /August - Complete Maintenance & Inspection REM TRITON BFTG Filters: May /June - Maintenance Event Sept/Oct - Maintenance Event Dec /Jan - Maintenance Event Hydrodynamic Separator Inspection & Maintenance Scope of work (included but not limited to): January/February visual inspection: Remove floating debris with skimmer net. Check H/S to determine if components are in working order and to verify that there are no blockages or obstructions in the inlet or separation screen. Measure and record sump sediment level. Recommend immediate full, complete maintenance work if sediment level is approaching 50 % full *. If the system is not approaching 50% full, remove and replace sorbent material. (Spent sorbent shall be manifested and recycled at a Cal EPA approved processing facility.) Provide REM Reporting and Documentation. July /August complete maintenance & inspection service includes vacuuming to remove all sediment/debris, power - washing components, and removal of sorbent material. Check H/S to determine if components are in working order with no blockages (as described above). Replace sorbent material. Provide REM Reporting and Documentation. All captured debris and material including power -wash liquid shall be disposed of in accordance with all applicable laws and regulations. All REM personnel are confined space certified. *Each additional complete maintenance service & inspection runs $995 each (i.e. when the Jan /Feb visual inspection indicates that the H/S is near 50% full and requires an immediate complete maintenance service before the scheduled July /August maintenance interval), Photo documentation will be provided to verify that an additional complete maintenance service is necessary. REM TRITON BFTG Maintenance Scope of work (included but not limited to): Vacuum and power -wash filters each service visit. Inspect each REM BFTG filter for system operation. Replace and recharge BFTG media cartridge as necessary. Attach a bright - yellow dated REM service lock -out tag to each storm drain inlet after the maintenance is completed. Remove and dispose of all captured debris including power -wash liquid in accordance with all applicable laws and regulations. Spent media (if applicable) shall be manifested and recycled at a Cal EPA approved processing facility. Reporting: (provided electronically after each service event) The report shall include but is not limited to the following information: Service date Reference City of Dublin storm drain inlet or manhole ID# Detail services performed Specify storage capacity condition by indicating percentage full (capacity) Provide an estimated amount of debris removed (i.e. % trash and dominant types of trash) Report any special problems such as flooding, screen blinding, or plugging from leaves plastic bags, or other debris causing overflow, damage reducing function, or other negative conditions. Photo documentation, if an additional complete maintenance service is required. EXHIBIT B COMPENSATION SCHEDULE Pursuant to California Labor Code section 1771.1, Consultant shall be registered with the Department of Industrial Relations. Prevailina Wace Pursuant to California Labor Code Section 1771, not less than the general prevailing rate of per diem wages for work of a similar character in the locality in which the Work is to be performed, and not less than the general prevailing rate of per diem wages for holiday and overtime work fixed as provided in the California Labor Code must be paid to all workers engaged in performing the Work. Pursuant to California Labor Code Section 1770 and following, the Director of Industrial Relations has determined the general prevailing wage per diem rates for the locality in which the Work is to be performed. Pursuant to California Labor Code Section 1773, the City has obtained the general prevailing rate of per diem wages and the general rate for holiday and overtime work in the locality in which the Work is to be performed for each craft, classification or type of worker needed to perform the project. Pursuant to California Labor Code Section 1773.2, copies of the prevailing rate of per diem wages are on file at the City Public Works Department and will be made available on request. Throughout the performance of the Work the Contractor must comply with all provisions of the Contract Documents and all applicable laws and regulations that apply to wages earned in performance of the Work. The Contractor is subject to prevailing wage rate compliance monitoring and enforcement by the California Department of Industrial Relations. The contractor or subcontractor(s) shall not be qualified to bid on, be listed in a bid proposal, subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any contract for public work, as defined in this chapter, unless currently registered and qualified to perform public work pursuant to California Labor Code Section 1725.5. It is not a violation of this section for an unregistered contractor to submit a bid that is authorized by Section 7029.1 of the Business and Professions Code or by Section 10164 or 20103.5 of the Public Contract Code, provided the contractor is registered to perform public work pursuant to California Labor Code Section 1725.5 at the time the contract is awarded. Rate schedule for all iob classifications related to this work: Employee Classification: Laborer— Group 3; Group 3(A); Standard Time - $50.79/hr (effective 6/26/16) DIR Registration Number: 1000001340 Rates & Quotes: Summary: Hydrodynamic Separator annual service price is $995 each (includes both the Jan /Feb Inspection and the July /August complete maintenance & inspection event. Additional complete maintenance & inspection events run $995 each). REM TRITON BFTG Filter maintenance event is $56 per filter. (i.e. 90 units x $56 ea = $5040 per event; $5040 X 3 service events min = $15,120 annually) All pricing reflects labor based on the prevailing wage scale. REM utilizes Caltrans traffic control procedures (included in the scope of work). Contingency: The contract provides a contingency dollar amount of $2,453. REVEL -1 OP ID: GB ,d►�'I�rrv. CERTIFICATE OF LIABILITY INSURANCE ATE 07 /20 /2016Y) o7/2a/2o1 s THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER San Ramon Insurance Agency Inc 2303 Camino Ramon Suite 210 CONTACT PHONE FAX Arc No Ext : A/C No): E -MAIL ADDRESS: San Ramon, CA 94583 Robin Moreno INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: Westchester Surplus Lines 10172 INSURED Revel Environmental INSURER B: American Fire and Casualty Co. 24066 Manufacturing, Inc. 960- B Detroit Ave INSURER C INSURER D: 02!0112016 Concord, CA 94518 E PREMISES Ea occurrence ) $ 300,000 -INSURER INSURER F: MED EXP (Any one person) $ 5,000 COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER POLICY EFF MM /DD/YYYY POLICY EXP MM/DD/YYYY LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE F5(1 OCCUR X 624111428 007 02!0112016 02/01/2017 PREMISES Ea occurrence ) $ 300,000 MED EXP (Any one person) $ 5,000 PERSONAL & ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 PRO POLICY F JFC F7 LOC PRODUCTS - COMP /OPAGG 1 $ 2,000,000 Emp Ben. $ 1,000,000 OTHER AUTOMOBILE LIABILITY C Ea OMBINED SINGLE LIMIT accident $ 1,000,000 BODILY INJURY (Per person) $ B X ANY AUTO X BAA1656343614 02/01/2016 0210112017 BODILY INJURY (Per accident) $ ALL OWNED SCHEDULED AUTOS AUTOS NON -OWNED HIREDAUTOS AUTOS - PROPERTY DAMAGE Per accident $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ 2,000,000 AGGREGATE $ 2,000,000 A EXCESS LIAB HCLAIMS-MAIDE G2411143AO07 02101/2016 02/01/2017 DED RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETOR/PARTNER/EXECUTIVE PER OTH- STATUTE ER E.L. EACH ACCIDENT S F—] OFFICER/MEMBER EXCLUDED? N ! A (Mandatory in NH) E.L. DISEASE - EA EMPLOYE $ E.L. DISEASE -POLICY LIMIT $ If yes, describe under DESCRIPTION OF OPERATIONS below A Professional G241114238007 02/01/2016 02/0112017 Each 1,000,000 A Contrctr Pollution G241114238007 02/01/2016 02101/2017 Each 1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached it more space is required) The City of Dublin and its officers, employees agents, and volunteers are additional insured on the General Liability anj Automobile Liability with Primary & Non - Contributory wording per forms ENV -3226 10/08, ENV -3143 03/05 and CAS810 0113 attached. CERTIFICATE HOLDER CANCELLATION DUBLIN1 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Dublin ty THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 100 Civic Plaza Drive Dublin, CA 94568 AUTHORIZED REPRESENTATIVE © 1988 -2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD CERTIFICATE OF LIABILITY INSURANCE "' 07/221116 1 /16 WY) 07 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Aon Risk Services, Inc of Flonda CONTACT NAME: Aon Risk Services, Inc of Florida - PHONE FAX A/C, No, Ext : 800- 743 -8130 A/C, No): 800 -522 -7514 1001 Brickell Bay Drive, Suite #1100 Miami, FL 33131 -4937 EMAIL ADDRESS: ADP.COI.Cen1ef Acn.com INSURER(S) AFFORDING COVERAGE NAIC i7 INSURER A: American Home Assurance Co. 19380 INSURED ADP TotalSource FL XVI, Inc. INSURER B INSURER C 10200 Sunset Drive Miami, FL33173 UC /F INSURER D INSURER E Revel Environmental Manufacturing 980 Detroit Ave INSURER F: Concord, CA 94518 COVERAGES CERTIFICATE NUMBER: 1458494 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LIMITS SHOWN ARE AS REQUESTED. INSR LTR TYPE OF INSURANCE ADDL INSR SUER WVD POLICY NUMBER POLICY EFF MWDD /YYYY POLICY EXP MMfDD/YYYY LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS -MADE ❑ OCCUR PREM SESOEa occur ante) S MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE 8 POLICY F� PROJECT r_1 LOG PRODUCTS - COMP /OP AGO S S OTHER COMBINED SINGLE LIMIT AUTOMOBILE A LIABILITY (Ea accident $ BODILY INJURY (Per person) S ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY Per accident) S HIRED NON -OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY Per accdent S S UMBRELLA LIAB OCCUR EACH OCCURRENCE $ AGGREGATE 5 EXCESS LIAB I CLAIMS -MADE DEC I I RETENTION S A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y ! N WC 061143421 CA 07101/16 07101/17 X PER OTH- STATUTE ER E.L. EACH ACCIDENT $ 2,000,000 ANY PRO PRIETORfPARTNER /EXECUTIVE OFFICERIMEMBER EXCLUDED? NIA X E.L. DISEASE - EA EMPLOYEE $ 2,000,000 (Mandatory in NH) If yes, descn6e under E.L. DISEASE - POLICY LIMIT 5 2,000,000 DESCRIPTION OF OPERATIONS below DESCRIPTION OF OPERATIONS / LOCATIONS 1 VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) All worksite employees working for REVEL ENVIRONMENTAL MANUFACTURING, paid under ADP TOTALSOURCE, INC's payroll, are covered underthe above stated policy. WAIVER OF SUBROGATION IN FAVOR OF CERTIFICATE HOLDER AS RESPECTS OF JOB PERFORMED BY REVEL ENVIRONMENTAL MANUFACTURING AS REQUIRED BY WRITTEN CONTRACT. CERTIFICATE HOLDER CANCELLATION Qy of Dublin SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 100 Civc Plaza THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Ciyo f Dublin, CA 94568 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ) �j t i%tti j. A - -d-tvL e4, 'Ll' , o+ >�3 til © 1988 -2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA This endorsement changes the policy to which it is attached effective on inception date of the policy unless a different date is indicated below. (The following" attaching clause" need be completed only when this endorsement is issued subsequent to preparation of the policy). This endorsement. Effective on 07/21/2016 at 12:01 AM, forms a part of Policy No. WC 061143421 Issued to: ADP TotalSource FL XVI, Inc. By: American Home Assurance Co. 10200 Sunset Drive Miami, FL 33173 L /C /F Revel Environmental Manufacturing 960 Detroit Ave Concord, CA 94518 Premium: N/A We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us). You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be Additional Premium Percent% of the California workers' compensation premium otherwise due on such remuneration. Schedule Person or Organization City of Dublin 100 Civic Plaza Cityo f Dublin, CA 94568 WC 04 03 06 Countersigned by (Ed. 4 -84) Authorized Representative COMMERCIAL AUTO CA 88 10 01 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO COVERAGE ENHAMCEMENT ENDORSEMENT This endorsement modifies Insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage afforded by this endorsement, the provisions of the policy apply unless modified by the endorsement. COVERAGE INDEX SUBJECT PROVISION NUMBER ,- '.-ADDITIONAL INSURED BY CONTRACT, AGREEMENT OR PERMIT 'J' 3 ACCIDENTAL AJRBAG DEPLOYMENT 12 AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS 19 APAENDED FELLOW EMPLOYEE EXCLUSION 5 AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE 13 BROAD FORM INSURED I BODILY INJURY REDEFINED 22 EMPLOYEES AS INSUREDS (including employee hired auto) 2 EXTENDED CANCELLATION CONDITION 23 EXTRA EXPENSE - BROADENED COVERAGE 10 GLASS REPAIR - WAIVER OF DEDUCTIBLE 15 HIRED AUTO PHYSICAL DAMAGE (including employee hirod auto and loss of use) 6 HIRED AUTO COVERAGE TERRITORY 20 LOAN / LEASE GAP 14 PARKED AUTO? COLLISION COVERAGE OXAiVER OF DEDUCTIBLE) 16 PERSONAL EFFECTS COVERAGE 11 PHYSICAL DAMAGE - ADDITIONAL TRANSPORTATION EXPENSE COVERAGE 8 RENTAL REIMBURSEMENT 9 SUPPLEMENTARY PAYMENTS 4 TOWING AND LABOR 7 TWO OR MORE DEDUCTIBLES 17 UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS 18 WAIVER OF TRANSFER OF RIGHTS OF RECCVERYAGAINS7 OTHERS TO US 20 SECTION 11 - LIABILITY COVERAGE is amended as fellows; 1. BROAD FORM INSURED SECTION 11 • LIABILITY COVERAGE, paragraph AA. - WHO IS AN INSURED is amended to include the foil-owing as an insured: d. Any legally incorporated entity of which you own more than 50 percent of the voting stock during the policy period, However, 'insured" does not include any organization that.- (1) Is a partnership or joint venture; or (2) Is an insured under any other automobile policy; or (3) Has exhausted its Limit of Insurance under any other automobile policy. Paragraph d. (2) of this provision does not apply to a. policy written to apply specifically in excess of this policy, e. Any organization you newly acquire or form, other than a partnership or joint venture, of which you own more than 50 percent of the voting stock. This automatic coverage is afforded Only for 180 days from the date of acquisition or formation. However,, coverage under this provision does not apply: (1) If there is similar insurance or a self-insured retention plan available to that organization; 0 2013LIberty Mutual Insurance CA 88 10 01 13 Includes copyrighted material of Insurance Services Office, Inc., "with its permission. Page 1 of 7 (2) if the Limits of Insurance of any other insurance policy have been exhausred; or (3) To "bodily injury or "property damage" that occurred before you acquired or formed the organization. 2. EMPLOYEES AS INSUREDS SECTION it - LI,ABIL17`( COVERAGE, paragraph A.1_ - WHO IS AN INSURED is annended to include the follcvdng as an insured: f. Any "employee" of yours while using a covered "auto" you do not own, hire or 'borrow, but only for acts within the scope of their employment by you. Insurance provided by this endorse- n;nent Is excess over any other insurance available to any "employee ". g. An "employee" of yours while operating an "auto" hired or bcrrowved under a written contract or agreement in that "employee's" name, with your permission, while performing duties re- lated to the conduct of your business and within the scope of their employment. Insurance provided by this endorsement is excess over any other insurance available to the "employee" 3. ADO(TIONAI.. INURED BY CONTRACT, AGREEMENT OR PERMIT SECTION II - LIABILITY COVERAGE, paragraph A.I. - WHO IS AN INSURED is amended to include the follo;,ving as an. insured: In, Any person or organization with respect to the operation, maintenance or use of a covered "auto ", provided that you and such person or organization have agreed in a written contract, agreement, or permit. issued to you by governmental or public authority, to add such person, or organization, or governmental or public authority to this policy as an "insured ", However, such person or organization is an "insured ": (1) Only with respect to the operation, maintenance or use of a covered "auto "; (2) Only for "bodily injury" or "property damage" caused by an "accident" which takes Y place after you executed the written contract or agreement, or the permit has been issued to you: and (3) Only for the duration of that contract, agreement or permit 4. SUPPLEMENTARY PAYMENTS SECTION if - L1ABlL1T`( COVERAGE, Coverage Extensions; 2.a. Supplementary Payments, para- graphs (2) and (4) are replaced by the following: (2) Up to $3,000 for cost of bail bonds (including bonds for related traffic violations ) required because of an "accident" we cover. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the insured at our request, including actual loss of earn- ings up to $600 a day because of time off from work. a. AMENDED FELLOW EMPLOYEE EXCLUSION In those jurisdictions where, by laud, fellow employees are not entitled to the protection afforded to the employer by the workers compensation exclusivity rule, or similar protection, the following provision is added: SECTION IC - LIABILITY, exclusion B.S. FELLOV/ EMPLOYEE does not apply if the "bodily injury" results from the use of a covered "auto" you own or hire. SECTION III . PHYSICAL DAMAGE COVERAGE is amended as foilows: 6. HIRED AUTO PHYSICAL DAMAGE Paragraph A.4. Coverage Extensions of SECTION III - PHYSICAL DAMAGE COVERAGE, is amended by adding the following: If hired "autos" are covered "autos" for Liability Coverage, and if Comprehensive, Specified Causes of Loss or Collision coverage are provided under the Business. Auto Coverage form for any "auto" you own, then the Physical Damage coverages provided are extended to "autos ": a. You hire, rent or borrow; or 0 2013 Liberty Mutual Insurance CA 88 10 01 13 Includes copyrighted material of Irisumnce Services Qtfice, Inc,. with its permission. Page 2 of 7 b. Your "employee" hires or rents under a written contract or agreement in that "employee's' name, but only if the darnage occurs while the vehicle is being used in the conduct of your business, subject to the following limit and deductible: A. The most we will pay for "loss" in any one "accident" or "loss" is the smallest of: (1) $50,000; or (2) The actual cash + ralue of the damaged or stolen property as of the time of the "loss'% or {3} The cost of repairing or replacing the damaged or stolen property with other property of like bind and quality, minus a deductible. B. The deductible Will be equal to the largest deductible applicable to any owned "auto" for that coverage. C. Subject to the limit, deductible and excess provisions described in this provision, we will provide coverage equal to the broadest coverage applicable to any covered "auto" you own, D, Subject to a maximum of $1,000 per "accident ", we will also cover the .actual loss of use of the fired "auto" if it results from an "accident ", you are legally liable and the lessor incurs an actual financial loss. E. This coverage extension does not apply to: (1) Any "auto" that is hired, rented or borrowed with a driver: or (2) Any "auto" that is hired, rented or bormwed from your "employee ". For the purposes of this provision, SECTION V - DEFUNITIONS is amended by adding the following: "Total loss" means a "loss" in which the cost of repairs plus the salvage value exceeds the actual cash value. 7. TOWING AND LABOR SECTION Ili - PHYSICAL DAMAGE COQ /ERA.GE, paragraph A.2. Toning, is amended by the addition of the following: We %vill pay tow(rig and labor costs incurred, up to the limits showm below, each time a covered °Gulp" classified and rated as a private passenger type, 'light truck" or "mediums truck" is dis- abled a. For private passenger type vehicles, we Will pay up W S50 per disablement. b. For 'light trucks", we will pay up to $50 per disablement. "Light trucks" are trucks that have a gross vehicle weight (GVW) of 10,000 pounds or less, c. For "medium trucks " , we will pay up to $150 per disablement. "Medium trucks" are trues that have a grass vehicle weight (G\NV) of 10,001 - 20,000 pounds. However, the labor must be perfcrmed at the piece of dfsabierr eM. 8- PHYSICAL DAMAGE - ADDITIONAL TRANSPORTATION EXPENSE COVERAGE Paragraph A.d.a., Coverage Extension of SECTION III - PHYSICAL DAMAGE CCVERAGE, is amend- ed to provide a limit of $50 per day and a maximum limit of $1,500 20131-iberty Mutual Insurance CA 88 10 01 13 Includes copyrighted material' cf Insurance Services Office, Inc;, uri h its per nissiarn. Page 3 of 7 8. RENTAL REIMBURSEMENT SECTION III - PHYSICAL DAMAGE COVERAGE, A. COVERAGE, is an7ended by adding the following: aL We will pay up to $75 per day ror rental reirnbUtSenlent expenses incurred by you for the rental of an "auto" because of "accident" or "loss ", to an "auto" for which we also pay a "loss" under Comprehensive, Specified Causes of Loss or Collision Coverages, b .e will pay only for those expenses incurred after the first -4 hours following the "accident" or "loss" to the covered "auto," b. Rental Reimbursement will be based on the rental of a comparable vehicle, which in many --^ ^ cases may be substantially less than $75 per day, and will only be allovved for the period of time it should take to repair or replace the vehicle with reasonable speed and similar duality, up to a maximum of 30 days, c. We will also pay up to $500 for reasonable and necessary expenses incurred by you to remove and replace your tools and equipment from the covered "auto ". r1. This coverage does not apply unless you have a business necessity that other "autos" avail- able for your use and operation cannot: fill, _ e, if "loss" results from the total theft of a covered "auto" of the private passenger type, we will _ pay under this coverage only that amount of your rental reimbursement expenses which is not already provided under Paragraph 4. Coverage Extension. f. No deductible applies to this coverage, For the purposes of this endorsement provision, materials and equipment do not include "personal effects" as definad in prof +ision 11. 10. EXTRA EXPENSE - BROADENED COVERAGE: Under SECTION III - PHYSICAL DAMAGE COVERAGE, A. COVERAGE, we will pay for the expense of returning a stolen covered "auto" to you, The maximum amount we will pay is $1,000. 11. PERSONAL EFFECTS COVERAGE A. SECTION ICI - PHYSICAL DAMAGE COVERAGE, A. COVERAGE, is amended by adding the following: If you have purchased Comprehensive Coverage on this policy for an "auto" you oxen and that auto" is stolen, we will pay, without application of a deductible, up tc $600 for "personal effects" stolen with the `auto." The insurance provided under this provision is excess over any other collectible insurance, B. SECTION V - DEFINITIONS is amended by adding the following: For the purposes of this provision, "personal effects" mean tangible property that is worn or carried by an insured," "Personal effects" does not include tools, equipment, jewelry, money or securities, 12. ACCIDENTAL AIRBAG DEPLOYMENT a SECTION III - PHYSICAL DAMAGE COVERAGE, E3. EXCLUSIONS is amended by adding the follow - ing: If you have purchased Comprehensive or Collision Coverage under this policy,. the exclusions for "loss" relating to mechanical breakdown does not apply to the accidental discharge of an airbag. Any insurance we provide shall be excess over any other collectible insurance or reimbursement by manufacturer's warranty. However, we agree to pay any deductible applicable to the other cov- erage or warranty, 13. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE SECTION III PHYSICAL DAMAGE COVERAGE, B. EXCLUSIONS., exception paragraph a, to exelu- sions 4.c, and 4.d. is deleted and replaced with the following: 1' 2013 Liberty Mutual Inswance CA 88 10 01 13 Includes capyrighted materiel of Insurance Services Office. Inc., vMh Its permission. Page 4 of 7 4 Exclusion 4.c. and 4.d, do not apply to. a. Electronic equipment that receives or transmits audio, visual or data signals, whether or not designed solely for the reproduction of sound, if the equipment is permanently installed in tiie covered "auto" at the time of the "loss" and such equipment is designed to be solely operated by use of the power from the "auto's" electrical system, in or upon the covered "auto" and physical damage coverages are provided for the covered "auto "; or If the "loss" occurs solely to audio, visual or data electronic equipment or accessories used with this equipment, then our obligat on to pay for, repair, return or replace damaged or stolen property will be reduced by a $100 deductible. 14. LOAM t LEASE GAP COVERAGE A. Paragraph C., LIMIT OF INSURANCE of SECTION Ili - PHYSICAL DAMAGE COVERAGE is amended by adding the follovdnrg: The most we will pay for a "total loss" to a covered "auto" owned by or leased to you in any one "accident" is the greater of the: 1. Balance due under the terms of the loan or lease to which the damaged covered "auto" is subject at the time of the "loss" less the amount of: a. Overdue payments and financial penalties associated with those payments as of the date of the "loss ", b. Financial penalties imposed under a lease due to high mileage, excessive use or ab- normal wear and tear, c, Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease, d. Transfer or rollover balances from previous loans or leases, e. Final payment due under a "Balloon Loan ", f. The dollar amount of any unrepaired damage which occurred prior to the "total loss" of a covered "auto ", g. Security deposits not refunded by 2 lessor, h. All refunds payable or paid to you as a result of the early termination of a. lease agreement or as a result of the early termination of any warranty or extended service agreement on a covered 'auto' ", L Any amount representing taxes, j. Loan or lease termination fees; or 2. The actual cash value of the damage or stolen property as of the tirne of the "loss ". An adjustment for depreciation and physical condition will be made in determining the actual cash valuee at the time of the "loss ". This adjustment is not appilcable in Texas. B. ADDITIONAL CONDITIONS This coverage applies only to the original loan for which the covered "auto" that incurred the Joss serves as collateral, or lease written on the covered "auto" that incurred the loss. C. SECTION V - DEFINTIONS is changed by adding the following: As used in this endorsement provision, the following definitions apply; "Total toss" means a "loss" in which the cost of repairs plus the salvage value exceeds the actual cash value. A "balloon loan" is one with periodic payments that are insufficient to repay the balance over the terra of the loan, thereby requiring a large final payment. 201 3 Liber <y Mutual Insurance CA 88 10 01 13 Inoludei cepyrighied material of Insurance Services Office, Inc., with its permission, rage 5 of 7 15. GLASS REPAIR - WAIVER OF DEDUCTIBLE Paragraph D. Deductible of SECTION III - PHYSICAL DAMAGE COVERAGE is amended by the addition of the following: No deductible applies to glass damage if the grass is repaired rather than replaced. 18. PARKED AUTO COLLISION COVERAGE (WAIVER OF DEDUCTIBLE) Paragraph :D, Deductible of SECTION? III - PHYSICAL DAMAGE COVERAGE is amended by the addition of the following: The deductible does not apply to "loss " caused by collision to such covered "auto" of the private passenger type or light weight truck wAh a gross vehicle weight of 10,000 lbs. or less as defined by the manufacturer as maximum loaded weight the "auto" is designed to carry while it is: -- a. In the charge of an "insured "; b. Legally parked; and C. Unoccupied. s The "Doss " must be reported try the police authorities within 24 hours of known damage. The total amount of the damage to the coverer! 'auto" must exceed the deductible shown in the Declarations. This provision does not apply to any "loss" if the covered 'auto' is in the charge of any persona or organization engaged in the automobile business, 17. TWO OR MORE DEDUCTIBLES Under SECTION ill PHYSICAL DAMAGE COVERAGE, if two or more company policies or coverage forms apply to the same accident, the following applies to paragraph D, Deductible: a, If the applicable Business Auto deductible is the smaller (or srnailest) deductible; it will be vveived; or b. If the applicable Business Auto deductible is not the smaller (or smallest) deductible it will be reduced by the amount of the smaller (or smallest) deductible; or c. If the loss involves two or more Business Auto coverage forms or policies the smaller (or smallest) deductible will he waived, For the purpose of this endorsement company means any company that is part of the Liberty Mutual Group, SECTION IV - BUSINESS AUTO CONDITIONS is amended as follows: 18. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS SECTION IV- BUSINESS AUTO CONDITIONS, Paragraph 82 is arnended by adding the follawing: If you unintentionally fail to disclose any hazards, exposures or material facts existing as of the Inception date or rene,,,ai date of the Business Auto Coverage Fors, the coverage afforded by this policy will not be prejudiced. s However, you must report the undisclosed hazard of exposure as soon as practicable after its discovery, and we have the right to collect additional prernium for any such hazard or exposure. 19, AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT, OR LOSS SECTION IV - BUSINESS AUTO CONDITIONS, paragraph A.2.a.. is replaced in its entirety by the following: a. In the event of "accident ", claim, "Suit" or "loss ", you must. promptly notify us when it is known to: 1. You, if you are an individual; Z A partner, If you are a partnership; 3. Member, If you are a limited liability company; 4. An executive officer or the "employee designated by the Named Insured to give such notice, if you are a corpora #ion. 0 20131-iber€y Mutual Insurance CA 88 10 01 13 Includes copyrighted material of Insurance ServCes Office. lnc,. with its perrnission. Page 6 of 7 t2 To the extent possible, notice to us should include; (1) How, when and where the "accident' or "loss" took place; (2) The "Insureds" name and address: and (3) The names and addresses of any injured persons and witnesses, 20. WAIVER. OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHEPS. To US SECTION IV - BUSINESS AUTO CONDITIONS, paragraph A.5., Transfer of Rights 01 Recovery Against Others to Us: is amended by the addition of the following: If the person or organization has waived those rights before an 'accident." or "loss", our rights are waived also, 21. HIRED AUTO COVERAGE TERRITORY SECTION IV - BUSINESS AUTO CONDITIONS, paragraph 8,7., Policy Period, Coverage Territory, is amended by the addiJon of the following: f. For `2Utcs�' hired 30 days or less, the coverage territory is anywhere in the world, provided that the insured's responsibility to pay for damages is determined in a "suit", on the merits, in the United States, the territories and possessions of the United States of America, Puerto Rico or Canada or in a settlement we agree to. This extension of coverage does not apply to an "auto" hired, leased, rented or borrowed with a driver. SECTION V - DEFINITIONS is amended as follows.- 22. BODILY INJURY REDEFINED Under SECTION V - DEFINTIONS, definition C. is replaced by the following; "Bodily injury" means physical injury, sickness or disease sustained by a person, including mental anguish, mental injury, shock, fright or death resulting from any of these at any time. COMMMON POLICY CONDITIONS 23. EXTENDED CANCELLATION CONDITION COMMON POLICY CONDITIONS, paragraph A. - CANCELLATION condition applies except as fol- lows: If we cancel for any reason other than nonpayment of premium, we will mail to the first Narned Insured written notice of cancellation at fea4t 60 days before the effective date of cancellation. This provision does not apply in those states which require more than 60 days prior notice of cancella- lion. 0' 2013 Liberty Mutual insurance CA 88 10 01 13 Includes copyrighted mateial of Insurance Ser,,6ces Office, Inc., wilh its permission. Page 7 of 7 Revel Environmental Manufacturing, Inc_ dba REM Sweepers: REM, inc.; Revel � Environnentat Failcy Synkol FclicY ; €un :a r rim Frrird crxdcti,,e Oat- of Endorsarrac: GL\N G24111428 007 02/01/2016 to 02/01/2017 02/0.1/2016 iss44d 6y (tuame ,l' ;naurneCornpany) Westchester,Surplus Lines Insurance Company THIS ENADORSEMEN' T CHAMGES THE POLICY. PLEASE READ 17 CAREFULLY. ALtD #TtONAL MURED ENDORSEMENT — PROOLICTS- COMP LET ED OPERATIONS HAZARD PRIMARY & NON - CONTRIBUTORY Thll$ ENDORSEMENT MODIFIES. INSUFLANCE PE;OViDED UNDER THE FOLLOWING: COMMr; tRCIAL GENERAL L1ASIL1TY COVERAGE PART CONTRACTOR'S POLLUTION LIARL ITY COVERAGE PAIN SCHEDULE As required by wrdten ccntraK,t 2 1 l 1 (if no entry appears above, inlormation required to complete this endorsement will be shown in the Declarations as appiicabla to this andorsement.) Section tl — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for bodily injure or property damage caused, in whole or in pan, by your work. performed for that additional insured: and included in the products completed operations hazard. Furthermore, the coverage provided hereunder shall be primary and not contdbuting with any other insurance ava;la.bte to those designated above under any other third party liability policy. All other terms and conc?itions remain the same. Pa e1ofI ENV-3226 (10-08) Copyright C 2EDB 9 BUSINESS LICENSE The Licensee paid to the City of Dublin the required business license fee and is hereby granted a license for the period stated, to conduct, carry on or engage in the business set forth herein, in conformity with Dublin Municipal Code 4.04 within the City limits. Licensee: REVEL ENVIRONMENTAL MANUFACTUR Location: 960 B DETROITAVE Owner(s): REVEL ENVIRONMENTAL MANUFACTUR REVEL ENVIRONMENTAL MANUFACTURING ' 960 B DETROIT AVE CONCORD, CA 94518 City of Dublin 100 Civic Plaza Dublin, CA 94568 (925) 833 -6620 DESCRIPTION: Stormwater Filtration Manufacturer and Service Provider Number: BL- 110401 Effective Date: 1/1/2016 Expiration Date: 9/30/2016 TO BE POSTED IN A CONSPICUOUS PLACE - NOT TRANSFERABLE n THIS EI OCRSEM1 07 RANGES THE POLICY, PLEASE READ IT CAREFULLY. Vii€ OITIONAL INSURE17 S'N OCaRSciv1EN7 OWNERS, LESSEES OR CONTRACTORS — SCHEDULED PERSOM OR ORGANIZATICN This endorsement rmodiFies insurance provided under the alitvving: OOfuiMERCIAL GENERAL LIABILITY COVERAGE CONTRACTOR'S POLLUTION LIABIL1 Y COVERAGE SCHEDULE. Name of Flersar: orQrganization' Any person or organization that is an orgner of real property or personal oropert y on which you are performing operations, or a contractor on ;whose behalf you are performing operations, and only at the specific written request or sCuc:h person or organization to you, wherein sucti request is made prior to commencement of operations. (If no entry appears above, information required to complete this endorsement will be shown In the Decfaradons as applicable to this endcr8emi ent.) A. SECTION it -WHO iS AN INSURED is amended to include as an insured the person or organization shvivn in the Schedule, but only with respect to liability arising out of your ongoing operations performed for that 'insured. E. With respect to the insuranue afforded to these additional insureds, the following exclusion is added: 2. Exclusions This insurance does not apply to bodily injury or property damage occur ring after: (1) All work, including rnaterials, parts or equipment furnished in connection with such Crvork, on the project (other than sersfice, maintenance ar repairs) to be performed by or on behalf of the additional insured(s) at the site of the cc� /erisd operations has been completed; Cr (2) That portion of your work out of 5rvhich the injury or damage arises has been Put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. ENV -3100 l08 -04) IncLides copyrighted material of insurance Servicec Offlict, snc. M-1h its permission Page 1 01 1 RESOLUTION NO. xx-18 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN *********** APPROVING AN AMENDMENT TO THE CONTRACT SERVICES AGREEMENT WITH REVEL ENVIRONMENTAL MANUFACTURING, INC. FOR TRASH CAPTURE DEVICE MAINTENANCE SERVICES WHEREAS, the City of Dublin (“City”) entered into an Agreement with Revel Environmental Manufacturing, Inc. (“Contractor”) on August 16, 2016 to conduct trash capture device maintenance services; and WHEREAS, the City and Contractor mutually desire to amend the Agreem ent to increase the compensation and extend the term of the contract to June 30, 2019; and WHEREAS, funding has been included in the Fiscal Year 2018-19 budget to cover the increased compensation amount of $55,577. NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of Dublin does hereby approve the Amendment to the Agreement with Revel Environmental Manufacturing, Inc. attached hereto as Exhibit A. BE IT FURTHER RESOLVED that the City Manager is authorized to execute the Amendment to the Agreement. PASSED, APPROVED AND ADOPTED this 19th day of June, 2018 by the following vote: AYES: NOES: ABSENT: ABSTAIN: _____________________________________ Mayor ATTEST: _______________________________________ City Clerk AMENDMENT #1 TO CONTRACT SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND REVEL ENVIORNMENTAL MANUFACTURING, INC. WHEREAS, on August 16, 2016, the City of Dublin (hereinafter referred to as "CITY ") and REVEL ENVIRONMENTAL MANUFACTURING, INC. (hereinafter referred to as "CONTRACTOR ") entered into a Contract Services Agreement for Trash Capture Device Maintenance Services (hereinafter referred to as the "AGREEMENT "); and WHEREAS, the term of the existing Agreement expires on June 30, 2018; and WHEREAS, the CITY and CONTRACTOR now desire to extend the term of the Agreement to June 30, 2019 and WHEREAS, the CITY and CONTRACTOR now wish to amend the AGREEMENT to continue trash capture device maintenance service and increase the number of devices maintained; and WHEREAS, the compensation schedule of the CONTRACTOR has been updated to reflect 2018 compensation rates; and WHEREAS, due to the additional work needed, the CITY desires to increase CONTRACTOR compensation from $75,000 to a not -to- exceed amount of $132,577. NOW THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the AGREEMENT is amended as follows: 1) Extension of Term: The AGREEMENT is amended to extend the termination date to June 30, 2019. 2) Revised Exhibit A: Exhibit A (Scope of Services) of the AGREEMENT is amended per the attached. 3) Revised Exhibit B: Exhibit B (Compensation Schedule) of the Agreement is amended per the attached. 4) Paragraph 10.12 Integration shall be rescinded in its entirety and replaced with the following: 10.12 Integration. This Agreement, including Exhibits A and B, represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral. 5) Except to the extent inconsistent with this First Amendment, the Parties ratify and confirm all of the terms and conditions of the AGREEMENT. IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be executed as of the date and year first above written. CITY OF DUBLIN Dated: ATTEST: By: Caroline Soto, City Clerk 0 Christopher L. Foss, City Manager Revel Environmental Manufacturing, Inc. Dated: 5--6 - (,f By: Markel 7oane, Regional Manager RESOLUTION NO. xx-18 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN *********** APPROVING A CONTRACT SERVICES AGREEMENT WITH SURF 2 SNOW ENVIRONMENTAL RESOURCE MANAGEMENT, INC. FOR MUNCIPAL REGIONAL PERMIT STORMWATER NATIONAL POLLUTANT DISCHARGE ELIMIATION SYSTEM PERMIT INSPECTIONS AND SPILL RESPONSE ASSISTANCE WHEREAS, Staff prepared and initiated a Request for Proposals (RFP) for contract services to conduct Municipal Regiona l Permit Stormwater National Pollutant Discharge Elimination System Permit (MRP) inspections and spill response assistance; and WHEREAS, Staff reviewed and selected the most qualified firm to complete the MRP inspections and spill response assistance; and WHEREAS, the City has accepted a proposal from Surf 2 Snow Environmental Resource Management, Inc. WHEREAS, the term of the Agreement shall begin on July 1, 2018 and shall end on June 30, 2020. NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of Dublin does hereby approve the Contract Services Agreement with Surf 2 Snow Environmental Resource Management, Inc; and BE IT FURTHER RESOLVED that the City Manager is authorized to execute the Contract Services Agreement with Surf 2 Snow Environmental Resources Management, Inc. PASSED, APPROVED AND ADOPTED this 19th day of June, 2018 by the following vote: AYES: NOES: ABSENT: ABSTAIN: _____________________________________ Mayor ATTEST: _______________________________________ City Clerk CONTRACT SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND SURF 2 SNOW ENVIRONMENTAL RESOURCE MANAGEMENT THIS AGREEMENT for contract services is made by and between the City of Dublin ( "City ") and Surf 2 Snow Environmental Resource Management ( "Contractor ") as of July 1, 2018. 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 date first noted above and shall end on June 30, 2020, the date of completion specified in Exhibit A, and Contractor shall complete the work described in Exhibit A prior to that date, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The time provided to Contractor to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement, as provided for in Section 8. 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 purpose, and b) the price charged by the Contractor for the provision of the services 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 in the geographical area in which Contractor practices its profession. Contractor shall prepare all work products required by this Agreement in a substantial, first -class manner and shall conform to the standards of quality normally observed by a person practicing in Contractor's profession. 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 Section 1.1 above and to satisfy Contractor's obligations hereunder. . Section 2. COMPENSATION. City hereby agrees to pay Contractor a sum not to exceed $136,436, notwithstanding any contrary indications that may be contained in Contractor's proposal, for services to be performed under this Agreement. In the event of a conflict between this Agreement and Contractor's proposal, attached as Exhibit A, regarding the amount of Contract Services Agreement between July 1, 2018 City of Dublin and S2S Environmental Resource Mgmt. Page 1 of 12 Agreement Version 1 -2018 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, 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 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 incurred prior to the invoice date. No individual performing work under this Contract 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: The dates of service provided at each facility; Location of each service; Daily logs of total hours worked by each individual performing work under this Contract o Hours must be logged in increments of tenths of an hour or quarter hours o If this Contract covers multiple projects, all hours must also be logged by project assignment o A brief description of the work The Contractor's signature. 2.2 Monthly Payment. City shall make monthly payments, based on invoices received, for services satisfactorily performed. City shall have 30 days from the receipt of an invoice that complies with all of the requirements above to pay Contractor. 2.3 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. Contract Services Agreement between July 1, :ZU1 b City of Dublin and S2S Environmental Resource Mgmt. Page 2 of 12 Agreement Version 1 -2018 2.4 Hourly Fees. Fees for work performed by Contractor on an hourly basis shall not exceed the amounts shown on the fee schedule set forth on the compensation schedule attached as Exhibit B. 2.5 Payment of Taxes. Contractor is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. 2.6 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 incurred for work satisfactorily completed as of the date of written notice of termination. Contractor shall maintain adequate logs and timesheets in order to verify costs incurred to that date. 2.7 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. 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. City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Contractor's use while consulting with City employees and reviewing records and the information in possession of the City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be obligated to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long- distance telephone or other communication charges, vehicles, and reproduction facilities. Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Contractor, at its own cost and expense, shall procure "occurrence coverage" insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Contractor and its agents, representatives, employees, and subcontractors. 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 to the City. 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 thereof to City. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and /or limits shall be available to City as an additional insured. Furthermore, the requirements for coverage and limits shall be (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds contract services Agreement between July 1, 2018 City of Dublin and S2S Environmental Resource Mgmt. Page 3 of 12 Agreement Version 1 -2018 available to the named insured; whichever is greater. The additional insured coverage under the Contractor's policy shall be "primary and non - contributory" and will not seek contribution from City's insurance or self- insurance and shall be at least as broad as CG 20 01 04 12. In the event Contractor fails to maintain coverage as required by this Agreement, City at its sole discretion may purchase the coverage required and the cost will be paid by Contractor. Failure to exercise this right shall not constitute a waiver of right to exercise later. Each insurance policy shall include an endorsement providing that it shall not be cancelled, changed, or allowed to lapse without at least thirty (30) days' prior written notice to City of such cancellation, change, or lapse. 4.1 Workers' Compensation. 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 ONE MILLION DOLLARS ($1,000,000.00) per accident. In the alternative, Contractor may rely on a self - insurance 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 Contractor, 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 written notice by certified mail, return receipt requested, has been given to the City. Contractor shall notify City within 14 days of notification from Contractor's insurer if such coverage is suspended, voided or reduced in coverage or in limits. 4.2 Commercial General and Automobile Liability Insurance. 4.2.1 General requirements. Contractor, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply 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 Contract Services Agreement between July 1, 2018 City of Dublin and S2S Environmental Resource Mgmt. Page 4 of 12 Agreement Version 1 -20 18 occurrence form CG 0001. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 Code 1 ( "any auto "). 4.2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as an endorsement to the policy: a. City and its officers, employees, agents, and volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of activities performed by or on behalf of Contractor, including the insured's general supervision of Contractor; products and completed operations of Contractor; premises owned, occupied, or used by Contractor; and automobiles owned, leased, or used by the Contractor. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents, or volunteers. b. The insurance shall cover on an occurrence or an accident basis, and not on a claims -made basis. C. An endorsement must state that coverage is primary insurance with respect to the City and its officers, officials, employees and volunteers, and that no insurance or self- insurance maintained by the City shall be called upon to contribute to a loss under the coverage. Any failure of Contractor to comply with reporting provisions of the policy shall not affect coverage provided to City and its officers, employees, agents, and volunteers. e. An endorsement shall state that coverage shall not be canceled except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. Contractor shall notify City within 14 days of notification from Contractor's insurer if such coverage is suspended, voided or reduced in coverage or in limits. 4.3 [INTENTIONALLY DELETED] 4.4 All Policies Requirements. 4.4.1 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. 4.4.2 Verification of coverage. Prior to beginning any work under this Agreement, Contractor shall furnish City with certificates of insurance and with original endorsements effecting coverage required herein. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The contract Services Agreement between July 1, 2018 City of Dublin and S2S Environmental Resource Mgmt. Page 5 of 12 Agreement Version 1 -2018 City reserves the right to require complete, certified copies of all required insurance policies and endorsements. Failure to exercise this right shall not constitute a waiver of right to exercise later. 4.4.3 Subcontractors. Contractor agrees to include with all subcontractors in Their subcontract the same requirements and provisions of this Agreement including the Indemnification and Insurance requirements to the extent they apply to the scope of the Subcontractor's work. Subcontractors hired by Contractor agree to be bound to Contractor and the City in the same manner and to the same extent as Contractor is bound to the City under the Contract Documents. Subcontractor further agrees to include these same provisions with any Sub - subcontractor. A copy of the Owner Contract Document Indemnity and Insurance provisions will be furnished to the Subcontractor upon request. The General Contractor shall require all subcontractors to provide a valid certificate of insurance and the required endorsements included in the agreement prior to commencement of any work and will provide proof of compliance to the City. 4.4.4 Variation. The City may approve a variation in the foregoing insurance requirements, upon a determination that the coverages, scope, limits, and forms of such insurance are either not commercially available, or that the City's interests are otherwise fully protected. 4.4.5 Deductibles and Self- insured Retentions. All self- insured retentions (SIR) and /or deductibles must be disclosed to the City for approval and shall not reduce the limits of liability. Policies containing any self - insured retention provision and /or deductibles shall provide or be endorsed to provide that the SIR and /or deductibles may be satisfied by either the named insured or the City. 4.4.6 Excess Insurance. The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non - contributory basis for the benefit of City (if agreed to in a written contract or agreement) before City's own insurance or self - insurance shall be called upon to protect City as a named insured. 4.4.7 Other Requirements. It shall be a requirement under this agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of coverage of any insurance policy. 4.4.8 Notice of Reduction in Coverage. In the event that any coverage required by this section is reduced, limited, or materially affected in any other manner, Contractor shall provide written notice to City at Contract Services Agreement between July 1, 2018 City of Dublin and S2S Environmental Resource Mgmt. Page 6 of 12 Agreement Version 1 -2018 Contractor's earliest possible opportunity and in no case later than five days after Contractor is notified of the change in coverage. 4.5 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 To the maximum extent allowed by law, Contractor shall indemnify, keep and save harmless the City, and City Councilmembers, officers, agents and employees against any and all suits, claims or actions arising out of any injury to persons or property, including death, that may occur, or that may be alleged to have occurred, in the course of the performance of this Agreement by a negligent act or omission or wrongful misconduct of the Contractor or its employees, subcontractors or agents. Contractor further agrees to defend any and all such actions, suits or claims and pay all charges of attorneys and all other costs and expenses arising therefrom or incurred in connection therewith; and if any judgment be rendered against the City or any of the other individuals enumerated above in any such action, Contractor shall, at its expense, satisfy and discharge the same. Contractor's responsibility for such defense and indemnity obligations shall survive the termination or completion of this Agreement for the full period of time allowed by law. The defense and indemnification obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Agreement. 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. Contractor /Subcontractor's responsibility for such defense and indemnity obligations shall survive the termination or completion of this Agreement for the full period of time allowed by law. 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 Contract Services Agreement between July 1, 2018 City of Dublin and S2S Environmental Resource Mgmt. Page 7 of 12 Agreement Version 1 -2018 City. 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 Subparagraph 1.3; however, otherwise City shall not have the right to control the means by which Contractor accomplishes services rendered pursuant to this Agreement. 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 No Agent. Except as City may specify in writing, Contractor shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Contractor shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever. 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, religion, color, national origin, age, physical or mental handicap or disability, medical condition, marital status, sex, or sexual orientation, against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Contractor under this Agreement. Contractor shall comply with all applicable federal, state, and local laws, policies, rules, and Contract Services Agreement between July 1, 2018 City of Dublin and S2S Environmental Resource Mgmt. Page 8 of 12 Agreement Version 1 -2018 requirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this Agreement, including but not limited to the satisfaction of any positive obligations required of Contractor thereby. 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. 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. Contract Services Agreement between July 1, 2018 City of Dublin and S2S Environmental Resource Mgmt. Page 9 of 12 Agreement Version 1 -2018 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. MISCELLANEOUS PROVISIONS. 9.1 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. 9.2 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. 9.3 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. 9.4 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. 9.5 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. 9.6 Use of Recycled Products. Contractor 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. 9.7 Conflict of Interest. Contractor may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of Contract Services Agreement between July 1, 2018 City of Dublin and S2S Environmental Resource Mgmt. Page 10 of 12 Agreement Version 1 -2018 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 Sections 1090 et seq. Contractor hereby warrants that it is not now, nor has it been in the previous twelve (12) months, an employee, agent, appointee, or official of the City. If Contractor was an employee, agent, appointee, or official of the City in the previous twelve 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 Government Code §1090 et. seq., the entire Agreement is void and Contractor will not be entitled to any compensation for services performed pursuant to this Agreement, 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 Government Code § 1090 and, if applicable, will be disqualified from holding public office in the State of California. Principals and those performing work for City of Dublin may be required to submit a California Fair Political Practices Commission (FPPC) Form 700: Statement of Economic Interests documenting potential financial conflicts of interest. For additional information, proposers should refer to the FPPC website at www.fppc.ca.gov/index.php?id=500. 9.8 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. 9.9 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. 9.10 Notices. Any written notice to Consultant shall be sent to: Surf 2 Snow Environmental Resource Management Elizabeth Frantz 2246 Camino Ramon San Ramon, CA 94583 Any written notice to City shall be sent to: City of Dublin City Manager 100 Civic Plaza Dublin, CA 94568 Contract Services Agreement between July 1, 2018 City of Dublin and S2S Environmental Resource Mgmt. Page 11 of 12 Agreement Version 1 -2018 9.11 Integration. This Agreement, including the scope of work attached hereto and incorporated herein as Exhibit A, represents the entire and integrated agreement between City and Contractor and supersedes all prior negotiations, representations, or agreements, either written or oral. CITY OF DUBLIN Christopher L. Foss, City Manager Attest: Caroline Soto, City Clerk Approved as to Form: John Bakker, City Attorney CONTRACTOR Elizab6th Frantz, Vice President Surf 2 Snow Environmental Resource Management Contract Services Agreement between July 1, 2018 City of Dublin and S2S Environmental Resource Mgmt. Page 12 of 12 Agreement Version 1 -2018 EXHIBIT A SCOPE OF SERVICES MRP Inspections and Spill Response The three specific scopes of work under this contract include: 1) Conducting inspections to meet MRP Provision C.3 Operations and Maintenance Verification requirements; 2) Conducting inspections to meet MRP Provision CA business inspection requirements; and 3) Providing spill and discharge response services. More particular descriptions of each scope of work is detailed below. A. Municipal Regional Stormwater NPDES Permit (MRP) Provision C.3 Operations and Maintenance Verification Inspections MRP Provision C.3 mandates that permittees conduct an operations and maintenance (0 &M) verification program to ensure stormwater treatment and hydromodification management measures (collectively, "stormwater management measures ") remain in effective operating condition in perpetuity. Permittees must conduct 0 &M verification inspections according to the following formula: inspection of an average of 20 %, but no less than 15% of total number of Regulated Projects per year, such that all Regulated Projects are inspected at least once every five years. Currently, the City has over 100 Regulated Project sites with installed stormwater management measures. During the first contract year, the City anticipates the Contractor will conduct inspections at approximately 25 -30 Regulated Projects. Out of those inspections, approximately 50% will require a second inspection and 25% will require a third inspection. As the number of Regulated Projects with installed stormwater management measures increases, the number of required annual inspections will increase. A Regulated Project may have only one stormwater management measure or it may have multiple stormwater management measures. Regulated Projects may also include sites that have only full trash capture devices installed. The City's Environmental Coordinator will provide the anticipated inspection list to the selected Contractor each year of the contract. As part of conducting inspections, Contractor shall set up appointments with site locations at least a few days ahead of the inspection date. Regardless of the number of stormwater management measures at a particular Regulated Project, each inspection will be billed per site inspection in lump sum. The total annual NTE for C.3 0 &M inspections is $9,930. The Contractor will be required to use the Alameda Countywide Clean Water Program (ACCWP) Standard Stormwater Treatment BMPs Inspection Report Form (SSBIR form). The Contractor shall be familiar with and follow the City's Enforcement Response Plan when issuing enforcement actions to facilities with deficiencies in any stormwater management measure. The key tasks under this scope of services for conducting C.3 Operations and Maintenance Verification Inspections will include the following: Al. First Inspections 1. In most cases, the City will send a letter to site locations to be inspected prior to Contractor contact. Once the letter has been sent, the Contractor will set up appointments with location representatives at least a few days ahead of the inspection date and set an approximate time for the inspection. The Contractor shall review site drawings and previous inspections at the location to determine compliance history prior to going to the site. Contract Services Agreement between July 1, 2018 City of Dublin and S2S ERM Exhibit A: Scope of Services 2. Visit site and meet with location representative. Explain the purpose for the inspection and ask questions to verify that stormwater management measures are operating and being maintained adequately. 3. Ask location representative for maintenance records for all stormwater management measures, particularly underground or proprietary management measures, 4. Fill out the SSBIR forms and obtain the location representative's signature on the form. Also include the following on the form: L Comments /Remarks /Requirements Section. Indicate in the "remarks" if the on -site catch basins /area drains are labeled "no dumping flows to creek." If not, require location representative to install storm drain markers. ii. Take pictures of potential deficiencies to provide to City staff and the location representative. iii. Determine the appropriate enforcement response timeline, following the City's Enforcement Response Plan, provided in Attachment A, and indicate the timeline in the SSBIR. 5. Collect r eo "graphic information system IGIS; mapping information for each stormwater management measure. The GIS points shall be correlated with a site map and provided to the City for upload into its ArcGIS on -line platform. 6. Distribute appropriate BMP handouts provided by the City to location representative. 7. Contractor shall refer location representative to the City for additional questions beyond the scope of the inspection, 8. When a location representative is NOT available for inspection, Contractor shall contact the City to determine the action the City would like to take. 9. If it is discovered that the site owner /operator is different than the owner /operator provided by the City to the Contractor, notify the City of the change. If the new site owner /operator is occupying the location, the Contractor shall provide educational materials, as needed and complete the inspection. 10. All first inspections shall be completed no later than May 15th of each year. 11. For site locations that have stormwater management measures with potential deficiencies, Contractor will let the location representative know about the deficiency at the end of the first inspection. Contractor will show the location representative the deficiencies and /or concerns and provide a timeline to cure the deficiency to the location representative. Contractor shall follow the City's Enforcement Response Plan when determining the compliance schedule. Contractor shall take pictures of any potential problem areas, document number of pictures taken for a site and note that on the SSBIR form and/or site map. A copy of the SSBIR and accompanying photographs shall be provided by the Contractor to the location representative within 3 business days following the inspection. As necessary and as outlined in the City's Enforcement Response Plan, the Contractor shall be responsible for writing warning letters, Notice of Violations, or other letters to the location representative outlining violations deficiencies, along with appropriate guidance to address the violations. Contractor shall notify the City by the 3rd business day of the week following the inspection of all locations that require a reinspection, Contract Services Agreement between July 1, 2018 City of Dublin and S2S ERM Exhibit A: Scope of Services A2. Reinspections of Stormwater Management Measures 1. Contractor shall email the City weekly (within 3 business days of the week following the inspection) a "reinspection spreadsheet" list of all site locations that require a reinspection. 2. The City will inform the Contractor within 3 business days following the submittal of "reinspection spreadsheet" if the reinspection will be conducted by the City. In most cases, the Contractor will be expected to perform the reinspection. If the inspection is determined to be done by the Contractor, Contractor shall perform the reinspections within the appropriate timeframe (generally within 30 business days of the previous inspection as indicated in the City of Dublin's Enforcement Response Plan). 3. At the reinspection, Contractor shall complete a new SSBIR form and indicate if the appropriate measures have been taken to remedy the deficiencies in the stormwater management measures. Contractor shall take pictures of the areas that were a problem at initial inspection, and email them to the City with the next weekly report. If the City indicates that the deficiencies have been addressed, then the site inspection is considered complete. If a second reinspection is required due to serious deficiencies, Contractor shall notify City staff immediately, and work with City staff to determine what action needs to be taken. B. Municipal Regional Stormwater NPDES Permit Provision CA Business Inspections MRP Provision CA requires permittees to conduct inspections at all industrial and commercial facilities that could reasonably be considered to cause or contribute to stormwater pollution if proper best management practices are not implemented. The City anticipates that the selected Contractor will be required to conduct a total of approximately 150 first inspections on a yearly basis. Out of these, it is expected that approximately 15 -25% will require a second inspection and approximately 25% will require a third inspection, The City's Environmental Coordinator will provide the anticipated inspection list to the selected Contractor each year of the contract; however, the inspection list may be modified from time -to -time in response to businesses opening /closing or complaints. As part of conducting inspections, Contractor shall set up appointments with businesses at least a few days ahead of the inspection date. Each inspection will be billed on a per inspection basis, (i.e. lump sum). The total annual NTE for CA Business inspections is $38,288, The Contractor will be required to use the Alameda Countywide Clean Water Program (ACCWP) Standard Stormwater Facility Inspection Report Form ( SSFIR form). The Contractor shall be familiar with and follow the City' Enforcement Response Plan in the enforcement actions issued to facilities with violations, The key tasks under this scope of services for conducting CA Business Stormwater Inspections will include the following: B.I. First Inspections 1. In most cases, the City will send a letter to businesses to be inspected prior to Contractor contact. Once the letter has been sent, the Contractor shall set up appointments with businesses at least a few days ahead of the inspection date and set an approximate time for the inspection. The Contractor shall review previous inspections at the location to determine compliance history prior to going to the site. 2, Visit the business site and meet with business representative. Explain the purpose for the Contract Services Agreement between July 1, 2018 City of Dublin and S2S ERM Exhibit A: Scope of Services inspection and ask questions to ascertain that operational Best Management Practices are implemented by the business to prevent stormwater pollution, and for those facilities that are also Regulated Projects under Provision C.3, to verify that on -site stormwater management measures are operating and being maintained adequately. The inspection shall include rooftop observations, as safety allows. As applicable, the inspection shall also note the potential presence of equipment/activities that contain PCBs, mercury, copper, or Styrofoam products. If such products are discovered on -site, the Contractor shall provide information on proper use /disposal of said materials. 3. Fill out the SSFIR forms, obtain the business representative's signature on the form, and provide a copy of the form to the business representative. i. Comments /Remarks /Requirements Section. Indicate in the "remarks" if the on -site catch basins /area drains are labeled "no dumping flows to creek." If not, require business representative to install storm drain markers. ii. Take pictures of potential violations to provide to City staff and the business representative. iii. Determine the appropriate enforcement response timeline, following the City's Enforcement Response Plan, and indicate the timeline in the SSFIR. 4. Distribute the appropriate BMP handouts provided by the City to business owners /managers. 5. If an active discharge is observed during the inspection, the Contractor shall take the necessary steps to stop the discharge and immediately contact the City. 6. Contractor shall refer businesses to contact the City for additional questions beyond the scope of the inspection. 7. When a business representative is NOT available for inspection, Contractor shall contact the City to determine the action the City would like to take. 8. if it is discovered that a business is no longer in operation, Contractor shall complete an SSFIR indicating that the site is out of business. Note if a new business has moved into the facility and provide the information to the City. 9. All first inspections shall be completed no later than June 15th of each year. 10. For businesses that have potential or actual stormwater violations, Contractor will let the business representative know at the end of the first inspection that the business has violation(s) that must be addressed. Contractor will show the business representative all potential or actual violations and /or concerns and provide a timeline to the business representative. Contractor will follow the City's Enforcement Response Plan when determining compliance schedule. Contractor shall take pictures of any actual or potential problem areas, document number of pictures taken for a site and note that on the SSFIR form. If necessary and as outlined in the City's Enforcement Response Plan, the Contractor shall be responsible for writing warning letters, Notice of Violations, or other letters to the business representative outlining violations or potential violations, along with appropriate guidance to address the violations. Contractor will notify the City by the 3rd business day of the week following inspection of all businesses that require a re- inspection. B.2 Reinspection of Businesses 1. Contractor shall email the City weekly (within 3 business days of the week following the inspection) a "reinspection spreadsheet" list of all businesses that require a reinspection. Contract Services Agreement between July 1, 2018 City of Dublin and S2S ERM Exhibit A: Scope of Services 2. The City will inform the Contractor within 3 business days following the submittal of "reinspection spreadsheet" if the reinspection will be conducted by the City. In most cases, the Contractor will be expected to perform the reinspection. 3. If the inspection is determined to be done by the Contractor, Contractor shall perform the reinspections within the appropriate timeframe (generally within 10 business days of the previous inspection unless rain is imminent, as indicated in the City of Dublin's Enforcement Response Plan). At the reinspection, Contractor shall complete a new SSFIR form and indicate if the business has made the appropriate corrections /changes. Contractor shall take pictures of the areas that were a problem at initial inspection, and email them to the City with the next weekly report. If the City indicates that the business is now in compliance and all potential and actual violations have been corrected, then the business inspection is considered complete. If reinspection is required due to serious violation, Contractor shall notify City staff immediately, and work with City staff to determine what action needs to be taken. C. Spill and Discharge Response Environmental Services (ES) in the Public Works Department has responsibility for spill and discharge response, investigation, cleanup, follow -up, and record keeping. ES will utilize the Contractor to assist with spill response efforts for the City. The Contractor will be the first responder, as needed, on evenings, weekends, and holidays. The City will utilize the Contractor for assistance with spill and discharge response, as needed. The Contractor may be called upon to conduct investigations, develop action plans, assist with spill containment, assist with recordkeeping and time tracking, conduct follow -up work, or other activities as described in the City's Spill and Discharge Response Plan. The Contractor is required to follow the Spill and Discharge Response Plan as it may be updated from time -to -time. As the first responder, the Contractor shall use the city's Urban Runoff and Incident Report Form and follow procedures as outlined in the City's Spill and Discharge Response Plan after consulting with City staff regarding how to proceed with the response. The Contractor will provide a qualified individual to conduct site investigations associated with any reported spills or discharges, The spill inspector will obtain the appropriate field forms and any available improvement plans and /or any GIS information identifying the location of storm drains in the immediate area. The Contractor is responsible for providing the spill inspector appropriate PPE and field equipment, including a camera and reporting materials. Assumptions for Spill Response Investigations: • The Contractor shall assume there will be up to 12 spill investigations needed per fiscal year. • The Contractor shall assume a typical spill response investigation will take no more than 4 hours initially. • The Contractor shall assume the follow up on the incident will take no more than 1.5 hours. Contract Services Agreement between July 1, 2018 City of Dublin and $2S ERM Exhibit A: Scope of Services • The Contractor shall assume the emergency weekend /after hours on -call rate will be 1.5 times the normal hourly rate. • In the event the Contractor is the first to arrive at an emergency situation (hazardous or unknown material spill), the Contractor shall notify First Responders and the City of Dublin in parallel to immediately resolve any unsafe /hazardous situations. • For all other non - hazardous spills, the Contractor would follow the reporting protocol as outlined by the City of Dublin and the City of Dublin will make all agency and responsible party potential fine notifications. • The total annual NTE for spill response is $15,000. Post Inspection Reporting and Deliverables: This section is applicable to both C.3 Operations and Maintenance Verification Inspections and CA Stormwater Business Inspections. Contractor shall provide the following: 1, Send weekly reports electronically to the City (by the 3rd day of the following business week), apprising the City with the status of inspections. The weekly reports must include a summary of the number of business inspections completed to date, the number of first inspections remaining, a list of the businesses that need reinspection and an updated work plan outlining when the inspections will be completed. 2. Include electronic copies of Stormwater Inspection Report Forms and photographs for all inspections completed that week. Picture format should include a date /time notation. 3. Monthly - return completed originals of all inspections to City, along with a monthly updated spreadsheet of inspection status by email to City. Monthly report will be due by the 15th of the following month to the City via email; hardcopy of originals due by 201h of the following month. City of Dublin will provide the Contractor with the following: 1, Excel Spreadsheet of businesses /Regulated Projects to be inspected each year. 2. BMP brochures to hand out to businesses. 3. Hard copies of SSFIR forms. SSBIR forms will be made available electronically for the Contractor to print. 4. Inspection history and other relevant data /information. Project Management and QAIQC The Contractor shall provide a Project Manager for coordination and management of the Contractor team activities and communication with the City of Dublin. Contingency This contract includes a contingency amount of $10,000 which may only be expended upon written pre- verification approval by the City. Contract Services Agreement between July 1, 2018 City of Dublin and S2S ERM Exhibit A: Scope of Services EXHIBIT B COMPENSATION SCHEDULE SURF 2 SNOW ENVIRONMENTAL RESOURCE MANAGEMENT Standard Position Title Principal -In- Charge Hourly Rate $ 90 Weekend Rates $135 Project Manager/ Primary Point of Contact $ 75 $112.50 Lead Inspector, QA/QC Coordinator $ 65 $97.50 Field Inspector $ 55 $82.50 GIS Specialist $ 55 $82.50 i Backup Inspector (QSP) IS 65 $57.50 Contract Services Agreement between July 1, 2018 City of Dublin and S2S ERM' Exhibit B: Compensation Schedule RESOLUTION NO. xx-18 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN *********** APPROVING A CONSULTANT SERVICES AGREEMENT WITH RINCON CONSULTANTS, INC. FOR ASSISTANCE ON THE CLIMATE ACTION PLAN UPDATE WHEREAS, Staff prepared and initiated a Request for Proposals (RFP) for consultant services to assist with the update to the Climate Action Plan (CAP); and WHEREAS, Staff reviewed and selected the most qualified firm to provide assistance with the CAP update; and WHEREAS, the City has accepted a proposal from Rincon Consultants, Inc. WHEREAS, the term of the Agreement shall begin on July 1, 2018 and shall end on September 30, 2019. NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of Dublin does hereby approve the Consultant Services Agreement with Rincon Consultants, Inc; and BE IT FURTHER RESOLVED that the City Manager is authorized to execute the Contract Services Agreement with Rincon Consultants, Inc. PASSED, APPROVED AND ADOPTED this 19th day of June, 2018 by the following vote: AYES: NOES: ABSENT: ABSTAIN: _____________________________________ Mayor ATTEST: _______________________________________ City Clerk Consultant Services Agreement between July 1, 2018 City of Dublin and Rincon Consultants, Inc. Page 1 of 23 CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND RINCON CONSULTANTS, INC. This Agreement is made and entered into between the City of Dublin ("City") and Rincon Consultants Inc. (“Consultant”) as of July 1, 2018 (the “Effective Date”). In consideration of their mutual covenants, the parties hereto agree as follows: Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant 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 date first noted above and shall end on September 30, 2019, and Consultant shall complete the work described in Exhibit A prior to that date, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the City’s right to terminate the Agreement, as provided for in Section 8. 1.2 Standard of Performance. Consultant shall 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 Consultant is engaged in the geographical area in which Consultant practices its profession. Consultant shall prepare all work products required by this Agreement in conformance with standards of quality normally observed by a person practicing in Consultant's profession. 1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 1.1 above and to satisfy Consultant’s obligations hereunder. Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed $75,000, 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 as Exhibit A, regarding the amount of compensation, the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below 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, Consultant shall not bill City for duplicate services performed by more than one person. Consultant Services Agreement between July 1, 2018 City of Dublin and Rincon Consultants, Inc. Page 2 of 23 Consultant and City acknowledge and agree that compensation paid by City to Consultant under this Agreement is based upon Consultant’s estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Consultant. Consequently, the parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement. 2.1 Invoices. Consultant shall submit invoices, not more often than once a month during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. No individual performing work under this Contract 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 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 Contract o Hours must be logged in increments of tenths of an hour or quarter hours o If this Contract covers multiple projects, all hours must also be logged by project assignment o A brief description of the work, and each reimbursable expense 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 Consultant and each employee, agent, and subcontractor of Consultant performing services hereunder, as well as a separate notice when the total number of hours of work by Consultant and any individual employee, agent, or subcontractor of Consultant reaches or exceeds 800 hours, which shall include an estimate of the time necessary to complete the work described in Exhibit A; The Consultant’s signature. 2.2 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 Consultant. 2.3 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services Consultant Services Agreement between July 1, 2018 City of Dublin and Rincon Consultants, Inc. Page 3 of 23 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 entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. 2.4 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the amounts shown on the fee schedule set forth on the compensation schedule attached as Exhibit B. 2.5 Reimbursable Expenses. Reimbursable expenses are specified below, and shall not exceed ($ 0.01). Expenses not listed below are not chargeable to City. Reimbursable expenses are included in the total amount of compensation provided under this Agreement that shall not be exceeded. 2.6 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. 2.7 Payment upon Termination. In the event that the City or Consultant terminates this Agreement pursuant to Section 8, the City shall compensate the Consultant for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets in order to verify costs incurred to that date. 2.8 Authorization to Perform Services. The Consultant is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator. Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement. City shall make available to Consultant only the facilities and equipment listed in this section, and only under the terms and conditions set forth herein. City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consultant’s use while consulting with City employees and reviewing records and the information in possession of the City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be obligated to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long-distance telephone or other communication charges, vehicles, and reproduction facilities. Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant, at its own cost and expense, shall procure "occurrence coverage" Consultant Services Agreement between July 1, 2018 City of Dublin and Rincon Consultants, Inc. Page 4 of 23 insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant and its agents, representatives, employees and subcontractors. Consultant shall provide proof satisfactory to City of such insurance that meets the requirements of this section and under forms of insurance satisfactory in all respects to the City. Consultant shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Consultant's bid. Consultant shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s) and provided evidence thereof to City. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to City as an additional insured. Furthermore, the requirements for coverage and limits shall be (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured; whichever is greater. The additional insured coverage under the Consultant’s policy shall be “primary and non-contributory” and will not seek contribution from City’s insurance or self-insurance and shall be at least as broad as CG 20 01 04 12. In the event Consultant fails to maintain coverage as required by this Agreement, City at its sole discretion may purchase the coverage required and the cost will be paid by Consultant. Failure to exercise this right shall not constitute a waiver of right to exercise later. Each insurance policy shall include an endorsement providing that it shall not be cancelled, changed, or allowed to lapse without at least thirty (30) days’ prior written notice to City of such cancellation, change, or lapse. 4.1 Workers’ Compensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers’ Compensation Insurance and Employer’s Liability Insurance for any and all persons employed directly or indirectly by Consultant. The Statutory Workers’ Compensation 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- insurance 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 written notice by certified mail, return receipt requested, has been given to the City. Consultant shall notify City within 14 days of notification from Consultant’s insurer if such coverage is suspended, voided or reduced in coverage or in limits. 4.2 Commercial General and Automobile Liability Insurance. Consultant Services Agreement between July 1, 2018 City of Dublin and Rincon Consultants, Inc. Page 5 of 23 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 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. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 Code 1 (“any auto”). 4.2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as an endorsement to the policy: a. City and its officers, employees, agents, and volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of activities performed by or on behalf of Consultant, including the insured’s general supervision of Consultant; products and completed operations of Consultant; premises owned, occupied, or used by Consultant; and automobiles owned, leased, or used by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents, or volunteers. b. The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis. c. An endorsement must state that coverage is primary insurance with respect to the City and its officers, employees, agents, and volunteers, and that no insurance or self-insurance maintained by the City shall be called upon to contribute to a loss under the coverage. d. Any failure of CONSULTANT to comply with reporting provisions of the policy shall not affect coverage provided to CITY and its officers, employees, agents, and volunteers. Consultant Services Agreement between July 1, 2018 City of Dublin and Rincon Consultants, Inc. Page 6 of 23 e. An endorsement shall state that coverage shall not be canceled except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. Consultant shall notify City within 14 days of notification from Consultant’s insurer if such coverage is suspended, voided or reduced in coverage or in limits. 4.3 Professional Liability Insurance. Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000) covering the licensed professionals’ errors and omissions. 4.3.1 Any deductible or self-insured retention shall not exceed $150,000 per claim. 4.3.2 An endorsement shall state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits, except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. 4.3.3 The following provisions shall apply if the professional liability coverages are written on a claims-made form: a. The retroactive date of the policy must be shown and must be before the date of the Agreement. b. Insurance must be maintained and evidence of insurance must be provided for at least five years after completion of the Agreement or the work, so long as commercially available at reasonable rates. c. If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the date of this Agreement, Consultant must provide extended reporting coverage for a minimum of five years after completion of the Agreement or the work. The City shall have the right to exercise, at the Consultant’s sole cost and expense, any extended reporting provisions of the policy, if the Consultant cancels or does not renew the coverage. d. A copy of the claim reporting requirements must be submitted to the City prior to the commencement of any work under this Agreement. 4.4 All Policies Requirements. 4.4.1 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. Consultant Services Agreement between July 1, 2018 City of Dublin and Rincon Consultants, Inc. Page 7 of 23 4.4.2 Verification of coverage. Prior to beginning any work under this Agreement, Consultant shall furnish City with certificates of insurance and with original endorsements effecting coverage required herein. The certificates and endorsements for each insurance policy are to be signed by a person 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 and endorsements. Failure to exercise this right shall not constitute a waiver of right to exercise later. 4.4.3 Subcontractors. Consultant agrees to include with all subcontractors in their subcontract the same requirements and provisions of this Agreement including the Indemnification and Insurance requirements to the extent they apply to the scope of the Subcontractor’s work. Subcontractors hired by Consultant agree to be bound to Consultant and the City in the same manner and to the same extent as Consultant is bound to the City under the Contract Documents. Subcontractor further agrees to include these same provisions with any Sub-subcontractor. A copy of the Owner Contract Document Indemnity and Insurance provisions will be furnished to the Subcontractor upon request. The General Contractor shall require all subcontractors to provide a valid certificate of insurance and the required endorsements included in the agreement prior to commencement of any work and will provide proof of compliance to the City. 4.4.4 Variation. The City may approve a variation in the foregoing insurance requirements, upon a determination that the coverages, scope, limits, and forms of such insurance are either not commercially available, or that the City’s interests are otherwise fully protected. 4.4.5 Deductibles and Self-Insured Retentions. All self-insured retentions (SIR) and/or deductibles must be disclosed to the City for approval and shall not reduce the limits of liability. Policies containing any self-insured retention provision and/or deductibles shall provide or be endorsed to provide that the SIR and/or deductibles may be satisfied by either the named insured or the City. 4.4.6 Excess Insurance. The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City (if agreed to in a written contract or agreement) before City’s own insurance or self- insurance shall be called upon to protect City as a named insured. 4.4.7 Other Requirements. It shall be a requirement under this agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be (1) the minimum coverage and limits specified in this Agreement; or Consultant Services Agreement between July 1, 2018 City of Dublin and Rincon Consultants, Inc. Page 8 of 23 (2) the broader coverage and maximum limits of coverage of any insurance policy. 4.4.8 Notice of Reduction in Coverage. In the event that any coverage required by this section is reduced, limited, or materially affected in any other manner, Consultant shall provide written notice to City at Consultant’s earliest possible opportunity and in no case later than five days after Consultant is notified of the change in coverage. 4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Consultant’s breach: Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or Terminate this Agreement. Section 5. INDEMNIFICATION AND CONSULTANT’S RESPONSIBILITIES. To the maximum extent allowed by law, Consultant shall indemnify, keep and save harmless the City, and City Councilmembers, officers, agents and employees against any and all suits, claims or actions arising out of any injury to persons or property, including death, that may occur, or that may be alleged to have occurred, in the course of the performance of this Agreement by a negligent act or omission or wrongful misconduct of the Consultant or its employees, subcontractors or agents. Consultant further agrees to defend any and all such actions, suits or claims and pay all charges of attorneys and all other costs and expenses arising therefrom or incurred in connection therewith; and if any judgment be rendered against the City or any of the other individuals enumerated above in any such action, Consultant shall, at its expense, satisfy and discharge the same. Consultant’s responsibility for such defense and indemnity obligations shall survive the termination or completion of this Agreement for the full period of time allowed by law. The defense and indemnification obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Agreement. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City. Consultant Services Agreement between July 1, 2018 City of Dublin and Rincon Consultants, Inc. Page 9 of 23 Consultant/Subcontractor’s responsibility for such defense and indemnity obligations shall survive the termination or completion of this Agreement for the full period of time allowed by law. Section 6. STATUS OF CONSULTANT. 6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. 6.2 Consultant No Agent. Except as City may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever. Section 7. LEGAL REQUIREMENTS. 7.1 Governing Law. The laws of the State of California shall govern this Agreement. 7.2 Compliance with Applicable Laws. Consultant 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, Consultant and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. 7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. Consultant Services Agreement between July 1, 2018 City of Dublin and Rincon Consultants, Inc. Page 10 of 23 7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate, on the basis of a person’s race, religion, color, national origin, age, physical or mental handicap or disability, medical condition, marital status, sex, or sexual orientation, against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Consultant under this Agreement. Consultant shall comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this Agreement, 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 time and without cause upon written notification to Consultant. Consultant 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, Consultant shall be entitled to compensation for services performed to the effective date of termination; City, however, may condition payment of such compensation upon Consultant delivering to City any or all documents, photographs, computer software, video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or the City in connection with this Agreement. 8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Consultant understands and agrees that, if City grants such an extension, City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. 8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties. 8.4 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant’s unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Consultant Services Agreement between July 1, 2018 City of Dublin and Rincon Consultants, Inc. Page 11 of 23 Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the proposal, without prior 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 termination of this Agreement. 8.6 Options upon Breach by Consultant. If Consultant 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 Consultant pursuant to this Agreement; 8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant; or 8.6.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work. Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant’s Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Consultant hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties. 9.2 Consultant’s Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a Consultant Services Agreement between July 1, 2018 City of Dublin and Rincon Consultants, Inc. Page 12 of 23 minimum of three (3) years, or for any longer period required by law, from the date of final payment to the Consultant to this Agreement. 9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of three (3) years after final payment under the Agreement. Section 10. MISCELLANEOUS PROVISIONS. 10.1 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 Use of Recycled Products. Consultant shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. 10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Consultant in a “conflict of interest,” as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq. Consultant Services Agreement between July 1, 2018 City of Dublin and Rincon Consultants, Inc. Page 13 of 23 Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq. Consultant hereby warrants that it is not now, nor has it been in the previous twelve (12) months, an employee, agent, appointee, or official of the City. If Consultant was an employee, agent, appointee, or official of the City in the previous twelve months, Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consultant understands that, if this Agreement is made in violation of Government Code §1090 et.seq., the entire Agreement is void and Consultant will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Consultant will be required to reimburse the City for any sums paid to the Consultant. Consultant understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code § 1090 and, if applicable, will be disqualified from holding public office in the State of California. Principals and those performing work for City of Dublin may be required to submit a California Fair Political Practices Commission (FPPC) Form 700: Statement of Economic Interests documenting potential financial conflicts of interest. For additional information, proposers should refer to the FPPC website at http://www.fppc.ca.gov/Form700.html. 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. 10.9 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. 10.10 Notices. Any written notice to Consultant shall be sent to: Rincon Consultants, Inc. Ryan Gardener, Sustainability Project Manager 449 15th St. Ste. 3030 Oakland, CA 94612 Any written notice to City shall be sent to: City of Dublin City Manager 100 Civic Plaza Dublin, CA 94568 Consultant Services Agreement between July 1, 2018 City of Dublin and Rincon Consultants, Inc. Page 14 of 23 10.11 Integration. This Agreement, including Exhibits A and B represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral. CITY OF DUBLIN CONSULTANT ____________________________ ____________________________ Christopher L. Foss, City Manager Joe Powers, AICP, Vice President Rincon Consultants, Inc. Attest: ____________________________ Caroline Soto, City Clerk Approved as to Form: ____________________________ John Bakker, City Attorney Consultant Services Agreement between July 1, 2018 City of Dublin and Rincon Consultants Inc. Page 18 of 23 EXHIBIT A SCOPE OF SERVICES Task 1: Kickoff and Analysis of Existing and Expected Conditions Rincon Consultants’ project team will review the following City of Dublin documentation to determine baseline information applicable to the CAP update: City of Dublin General Plan Specific Plans 2013 Climate Action Plan Bike/Ped Master Plan Hazard Mitigation Plan Past GHG inventories Rincon Consultants will also review, as pertinent, the additional local plans and inventories listed below to assist Dublin with its CAP update. After the completing of the review phase, Rincon will conduct an in-person team kickoff with key members from both the City and the consultant team. The kick-off will serve to set project expectations, discuss goals and ideas, and finalize invoice and project reporting needs. Deliverables Memo synthesizing relevant document review Project kick-off meeting agenda and minutes PowerPoint presentations and any applicable handouts Final Project Timeline Key Staff Erik Feldman (Rincon Consultants) Ryan Gardner (Rincon Consultants) Matt Anderson (Rincon Consultants) Cascadia BAE Additional Local Plans and Inventories Association of Bay Area Governments Plan Bay Area 2040 (Resiliency Plan) Resilience Program Bay Area Air Quality Management District Bay Area Regional Emissions Inventory Report PEV Readiness Plan Alameda County Alameda County Climate Action Plan Alameda County Climate Action Plan ART Alameda/Oakland Study Consultant Services Agreement between July 1, 2018 City of Dublin and Rincon Consultants Inc. Page 18 of 23 Task 2: Complete GHG Forecasting Analysis Rincon will utilize their in-house calculation tool along with relevant information from the City of Oakland CURB report to calculate a business-as-usual GHG emissions in the City of Dublin for both 2030 and 2050. Rincon will provide GHG emissions estimates both with and without State and Federal mandates. As part of the forecasting process Rincon will also generate a list of all state and federal programs and policies and include these as part of the overall CAP reductions to avoid redundant actions within the City of Dublin. The Forecast and business-as-usual model will be used to conduct a GAP analysis and determine the required GHG reductions for the City of Dublin for both 2030 and 2050. Deliverables 2030 and 2050 Business-as-usual model (both with and without State and Federal programs) Memo summarizing State and Federal measures GAP Analysis for 2030 and 2050 Final Project Timeline Key Staff Erik Feldman (Rincon Consultants) Ryan Gardner (Rincon Consultants) Matt Anderson (Rincon Consultants) Task 3: Facilitate Staff and Community Engagement 3.1 One of the major factors in developing an implementable CAP is gaining buy in from both City staff and the community. Within the City exists a wide variety of stakeholders who will be impacted by climate change and mitigation measures in diverse and significant ways. Bringing businesses, residents, and even students into the conversation will make implementing a comprehensive update to the CAP a reality. During this phase of the project, Rincon will review the Advisory Committees’ structure and suggest additional stakeholders whose involvement will help develop and implement Dublin’s CAP. Deliverables Memo summarizing additional participants for the Community and Staff Advisory Committees Key Staff Erik Feldman (Rincon Consultants) Ryan Gardner (Rincon Consultants) Cascadia 3.2 During the course of the project, the Rincon Team will manage the advisory committees and other public outreach. As part of this task, the Rincon Team will manage interactions with the Advisory Committees including meetings, information transfer, and integration of committee feedback within the final work products. The Rincon Team will engage the advisory committees at every major step of the project providing information on the BAU forecast, soliciting feedback and ideas on potential CAP measures, and providing insights on the current best practices of Consultant Services Agreement between July 1, 2018 City of Dublin and Rincon Consultants Inc. Page 18 of 23 climate mitigation. A complete engagement plan will be provided to the City for Review before the kickoff meeting is held. In addition to facilitating staff and community advisory committee interactions, Rincon will develop a community wide outreach strategy. This strategy will include operating a project website, developing visually interesting website materials (infographics, photos, etc.) and a social media strategy (Instagram and Facebook) to reach out to additional community members. The website will allow for interaction such as providing feedback on draft measures. Rincon will also work to develop a project brand and logo which will serve to provide a unifying feel for the project. Deliverables Final engagement plan including social media strategy and project branding Kickoff meeting Up to 10 meetings Meeting minutes for each meeting Key Staff Erik Feldman (Rincon Consultants) Ryan Gardner (Rincon Consultants) Cascadia 3.3 During the outreach program, Rincon will keep records of all feedback gained through the meetings and the project website. This information will be synthesized into a final report and will be included as an appendix in the CAP. Deliverables: Final outreach report Key Staff Erik Feldman (Rincon Consultants) Ryan Gardner (Rincon Consultants) Cascadia Project Website: Rincon will develop and maintain a website for the project which will allow the community to view new work products, view schedules for meetings and community workshops, learn about existing and future conditions, and most importantly submit questions and comments. The website will be structured so that the most readily available information is simple and easy to understand for a wide audience. Branding and Project Logo: Working with the City’s Public Information Officer, the project team will develop a logo for the CAP Update which the project team will use to link together marketing, outreach, and education campaigns. Through the consistent use of the project logo and brand, the project team will build awareness of the CAP Update. The City will then be able to attach the logo to future projects allowing the community to easily identify implementation projects. Consultant Services Agreement between July 1, 2018 City of Dublin and Rincon Consultants Inc. Page 18 of 23 Social Media The project team will coordinate with the City’s PIO to operate an Instagram account throughout the project where we will post information, major event dates, and solicit feedback. The project team will encourage the community to use a project specific hashtag, and will conduct a green product giveaway each month of the project (12 total) to get people involved. Potential prizes may include an LED lightbulb, reusable drinking water container, or similar sustainability related item. Potentially, businesses like The North Face and Peet’s Coffee could be involved as their mission statements include sustainability related missions. Getting outreach and/or social media support from these groups could help propel this project to the forefront. Celebrate! Climate change and adaptation can be a particularly heavy topic, therefore it is critical to celebrate major steps taken along the way. At the end of the plan development process, the team will host a celebratory community event with refreshments, speakers, and the unveiling of the final plan. Task 4: Recommendation of 2030 and 2050 GHG Reduction Targets With the recently approved 2017 Scoping Plan, GHG emission targets for municipalities have gotten clearer. The California Air Resources Board (CARB) has set a recommended target of 6 Metric Tons of CO2e per person by 2030 and 2 MT of CO2e per person by 2050. These per person estimates can also be translated into per service person (employees + population). A complete analysis of both options will be conducted and presented as options. Deliverables: Memo outlining 2030 and 2050 reduction targets Key Staff Erik Feldman (Rincon Consultants) Ryan Gardner (Rincon Consultants) Matt Anderson (Rincon Consultants) Task 5: Determine Scenarios to Achieve or Exceed new GHG Reduction Targets Once the GHG reduction goals and GAP analysis has been completed, the project team will develop the specific actions which will allow Dublin to reach those GHG reduction targets. Rincon will identify a suite of key GHG reduction measures on which the City can focus as it pursues the goal of 6 MT CO2e by 2030 and beyond to 2050. The Rincon Team will ensure that each measure has a finance plan, is fully vetted by the community, and that the hurdles to implementation have been addressed. The measures included in the updated CAP shall be fully actionable with funding opportunities identified. The measures will be separated into those that apply to municipal facilities/operations and those that apply to the community-at-large and organized by GHG reduction area (e.g., transportation, energy, solid waste, water, etc.). A finalized list will be presented to City staff and Committees for review and input. Every measure will come with a GHG reduction potential, list of co-benefits, approximate implementation costs, and potential funding sources. From this information the Rincon Team will supply an implementation strategy which will outline which measures should be prioritized. Consultant Services Agreement between July 1, 2018 City of Dublin and Rincon Consultants Inc. Page 18 of 23 Deliverables List potential measures and strategies List of Funding Sources Key Staff Erik Feldman (Rincon Consultants) Ryan Gardner (Rincon Consultants) Matt Anderson (Rincon Consultants) BAE Cascadia Task 6: Develop a Draft CAP 2.0 and Identify Implementation Funding Opportunities Once a complete list of measures is reviewed and approved (Task 5), the Rincon Team will begin work on a draft of the updated CAP. Rincon will develop a user friendly and readable CAP which leverages infographics, photos, and other visuals whenever possible and leaves all technical documentation to the appendix. The CAP will include both near-term and long-term action steps (measures) as well as the departments and community partners who will be responsible for implementing them. The CAP will also set key performance indicators (KPIs) which will help define a successful implementation of the CAP strategy as well as measure progress over time. The Rincon team shall prepare a comprehensive Plan to be consistent with the State Attorney General’s recommendations and the CEQA Guidelines’ definition of a “Qualified Greenhouse Gas Reduction Strategy” (Section 15183.5). The Plan Update shall also align with the City’s existing policies. The plan will provide a framework that reimagines the current systems – built, natural, and behavioral – as ones that are interconnected and mutually beneficial. The plan will integrate measures that improve quality of life, build prosperity, and enhance community resilience. Specifically, the CAP will: Clearly explain the community’s climate challenges, and the challenges and opportunities it faces in meeting more ambitious climate adaptation and GHG reduction goals; Serve as a mechanism to tie together the City’s existing and developing sustainability initiatives, strategies, and plans with the community’s goals; Establish a set of cohesive and specific sustainability strategies, implementation plans, and metrics for regional and State strategies and initiatives; and Activate and engage residents, businesses, and institutions with positive actions and tangible benefit. Be optimized for online viewing on the City’s website Task 7: CEQA Streamlining and Documentation 7.1 CEQA Documentation In general, an Initial Study Mitigated Negative Declaration (ISMND) is sufficient California Environmental Quality Act (CEQA) documentation for a Climate Action Plan due to the generally positive environmental impacts associated with the project. However, due to the potentially significant resiliency measures which may be proposed including infrastructure construction, shifting of housing patterns, and others, a programmatic Environmental Impact Report (EIR) may be required. This will ultimately depend on the Consultant Services Agreement between July 1, 2018 City of Dublin and Rincon Consultants Inc. Page 18 of 23 measures chosen as well as the response by the community. Therefore, the Project Team should begin with an ISMND but be prepared for an optional task of a more in depth EIR analysis. Deliverables ISMND CEQA Documentation Optional EIR (if required) Key Staff Erik Feldman (Rincon Consultants) Ryan Gardner (Rincon Consultants) Matt Anderson (Rincon Consultants) Abe Leider (Rincon Consultants) 7.2 CEQA Streamlining Rincon will identify locally-appropriate project-level CEQA threshold of significance for GHG impacts from future development projects that are found to be inconsistent with the Local Action Plan Update measures. This will allow the City of Dublin to evaluate the significance of project level GHG emissions under CEQA, a valuable tool in today’s CEQA climate, considering there are limited thresholds available which are consistent with SB 32. The threshold will be developed based on local conditions and inventory data and will be linked to the CAP Update which will be an “applicable GHG reduction plan” under CEQA. The Project team will integrate its work on the significance threshold into the CAP Update to ensure that assumptions for GHG emission reductions from existing, on-the-ground development are appropriately reflected. The threshold and methodology may be included in an appendix to the CAP Update or as separate documents, as desired by the City. Deliverables Draft GHG CEQA Threshold and Methodology Final GHG CEQA Threshold and Methodology Key Staff Erik Feldman (Rincon Consultants) Ryan Gardner (Rincon Consultants) Matt Anderson (Rincon Consultants) Abe Leider (Rincon Consultants) Task 8: Finalized Updated CAP Following public review and comment, the Rincon team will coordinate with City staff to incorporate relevant public input into the final draft CAP Update that will be presented to various groups, boards, and City Council, with the intention of adoption by City Council. The plan will demonstrate how the City will deliver its commitment to climate action planning. During this time Rincon will also conduct a thorough QA/QC review of the entire work scope with our staff of technical editors and principal review. Deliverables Final updated CAP (tracked changes and clean versions) Consultant Services Agreement between July 1, 2018 City of Dublin and Rincon Consultants Inc. Page 18 of 23 Key Staff Erik Feldman (Rincon Consultants) Ryan Gardner (Rincon Consultants) Matt Anderson (Rincon Consultants) BAE Cascadia Task 9: Reports and Resolutions 9.1 Rincon will provide monthly reports with updates on the CAP update progress as well as any milestone memos or other deliverables. Rincon will also work with staff to identify required graphics for interim reports that will ultimately be used in the updated CAP. 9.2 Rincon will provide up to three presentations to City Council. Up to two presentations will be on CAP update development progress and one presentation will cover the final updated CAP. Deliverables General Plan Language Key Staff Erik Feldman (Rincon Consultants) Ryan Gardner (Rincon Consultants) Matt Maddox (Rincon Consultants) Task 10: General Plan Language Rincon will develop language to include in a general plan update. Deliverables: General Plan Language Key Staff Erik Feldman (Rincon Consultants) Ryan Gardner (Rincon Consultants) Matt Maddox (Rincon Consultants) Task 11: Project Management This task involves directing the consultant team and coordinating with the City, working groups, and Project Teams over the approximate 12-month course of the project. It includes internal oversight of staff and as well as management of the public outreach, engineering, planning and environmental review tasks included within the work program. The consultant shall provide regular reporting, not less than monthly, to the City on the status of technical and policy issues, schedule and budget. Given the relatively tight time frame to accomplish project objectives, exceptional project management and management accessibility will be critical to the success of this program. The Project management team will also be involved in the quality assurance and Consultant Services Agreement between July 1, 2018 City of Dublin and Rincon Consultants Inc. Page 18 of 23 review of all tasks and work products within this work program. The budget for that quality control is included in the individual task budget Deliverables Bi-weekly coordination calls Monthly Progress Reports and Invoices QA/QC of all deliverables Consultant Services Agreement between July 1, 2018 City of Dublin and Rincon Consultants Inc. Page 23 of 23 EXHIBIT B COMPENSATION SCHEDULE Staff Member Title Hourly Rate Rincon Consultants, Inc. Erik D. Feldman Principal-in-Charge $215 Ryan Gardner Sustainability Project Manager $150 Matthew N. Anderson Sustainability Associate $135 Jennifer Bankie Climate Change & Policy Associate $120 Elektra Fike-Data Sustainability Associate $120 BAE Urban Economics Matt Kowta Managing Principal $300 Stephanie Hagar, MCP Vice President $200 Cascadia Kendra White Senior Associate $135 Andrea Martin Senior Associate $160