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HomeMy WebLinkAboutItem 4.13 True Cost of Ownership Analysis STAFF REPORT CITY CLERK File #600-30 CITY COUNCIL DATE:November 17, 2015 TO: Honorable Mayor and City Councilmembers FROM: Christopher L. Foss, City Manager SUBJECT: Approval of a Consulting Services Agreement to Develop a True Cost of Ownership Analysis Prepared by Gary Huisingh, Public Works Director and Roger Bradley, Assistant to the City Manager EXECUTIVE SUMMARY: The City Council will consider approving an agreement with GHD to prepare a True Cost of Ownership Analysis, which will assist the City in managing its capital infrastructure by assessing the City’s inventory of buildings, parks, roads, and other infrastructure and evaluating their lifecycle costs. FINANCIAL IMPACT: Sufficient funds are available within the adopted Fiscal Year 2015-2016 Public Works Operating Budget to pay for the proposed contract cost of $90,000. RECOMMENDATION: Resolution Staff recommends that the City Council adopt the Approving an Agreement with GHD to Develop a True Cost of Ownership Analysis. Reviewed By Assistant City Manager DESCRIPTION: As part of its strategic planning process in March 2015, the City Council received a report on the City’s 10-Year Fiscal Forecast, which showed deficit spending in the latter part of the 10-year period. Staff proposed, and the City Council accepted, a series of action items to address the fiscal imbalance. One such item was the preparation of a Preventative Maintenance Plan (PMP). A PMP would enable Staff and the City Council to better understand the costs associated with long-term maintenance and replacement of City assets, including buildings, parks, roads and City facilities. ITEM NO. 4.13 Page 1 of 2 The first step in its preparation is better understanding the City’s current True Cost of Ownership. Having a full understanding of the costs to purchase, hold, and manage its assets, the City will then be able to develop a plan to minimize the cost to maintain these assets as well as know when assets have reached the end of their useful life and need to be replaced. Specifically, the plan would indicate those preventative maintenance steps necessary for the City to adequately maintain its assets at the lowest cost possible. To identify qualified firms to assist, Staff has issued a Request for Qualifications (RFQ). The City received one proposal, from GHD, a global engineering company out of Southern California with a local office in Emeryville. Founded in 1928, GHD has been active in the professional services business for more than 80 years, and has completed a number of such studies. GHD provided a cost estimate of $90,000 to complete the work included in the RFQ. GHD will develop a True Cost of Ownership Analysis for the City’s major assets, which is approximately 80% of the City’s total assets. The analysis will include a review of the overall condition of the City’s facilities to identify the need for short-term repairs, any deferred and ongoing maintenance requirements, and the lifecycle costs of managing the City’s assets. Specifically, the True Cost of Ownership Analysis is meant to uncover all the lifetime costs that follow from owning assets, such as buildings, roads, parks, and other infrastructure. Cities are ‐ becoming increasingly aware that purchase decisions need to be based not just on the initial purchase price of the asset, but also on the longterm cost of ownership, as the combination of the two actually defines the actual cost of owning and operating any item. Further analysis as part of the overall Preventative Maintenance Plan will include an analysis of the remaining 20% of the City’s assets as well as a more detailed plan on managing the City’s assets and infrastructure. These future phases of the project would be presented to the City Council for consideration at a later date. Staff believes that developing the True Cost of Ownership Analysis will be a valuable tool to assist the City in meeting its financial sustainability goals by helping the City more effectively manage its current infrastructure while minimizing costs. Therefore, Staff recommends that the Attachment 1 City Council adopt the Resolution () approving the agreement with GHD to conduct the analysis. NOTICING REQUIREMENTS/PUBLIC OUTREACH: None. ATTACHMENTS: 1. Resolution Approving a Consulting Services Agreement with GHD, with the Agreement attached as Exhibit A to the Resolution Page 2 of 2 CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND GHD THIS AGREEMENT for consulting services is made by and between the City of Dublin (“City”) and GHD (“Consultant”) as of November 17, 2015. . Subject to the terms and conditions set forth in this Agreement, Section 1. SERVICES 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. The term of this Agreement shall begin on the date first noted 1.1Term of Services. above and shall end on June 30, 2016, the date of completion specified in Exhibit A, 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. Consultant shall perform all services required 1.2 Standard of Performance. 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 a substantial, first- class manner and shall conform to the standards of quality normally observed by a person practicing in Consultant's profession. Consultant shall assign only competent personnel to 1.3 Assignment of Personnel. 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. Consultant shall devote such time to the performance of services pursuant 1.4 Time. 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. City hereby agrees to pay Consultant a sum not to exceed Section 2. COMPENSATION. Ninety Thousand Dollars ($90,000), notwithstanding any contrary indications that may be contained in Consultant’s proposal, for services to be performed and reimbursable costs incurred under this Agreement. 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 (ver.2015) Consulting Services Agreement between November 17, 2015 City of Dublin and GHD Page 1 of 15 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 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. Consultant shall submit invoices, not more often than once a month 2.1 Invoices. during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. Invoices shall contain the following information: Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.; The beginning and ending dates of the billing period; A Task Summary containing the original contract amount, the amount of prior billings, the total due this period, the balance available under the Agreement, and the percentage of completion; At City’s option, for each work item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person doing the work, the hours spent by each person, a brief description of the work, and each reimbursable expense; The total number of hours 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. City shall make monthly payments, based on invoices 2.2 Monthly Payment. 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. (ver.2015) Consulting Services Agreement between November 17, 2015 City of Dublin and GHD Page 2 of 15 City shall pay the last 10% of the total sum due pursuant to this 2.3 Final Payment. Agreement within sixty (60) days after completion of the services and submittal to City of a final invoice, if all services required have been satisfactorily performed. City shall pay for the services to be rendered by Consultant 2.4 Total Payment. pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement. In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. Fees for work performed by Consultant on an hourly basis shall not 2.5 Hourly Fees. exceed the amounts shown on the fee schedule within Exhibit B. Expenses not listed below are not chargeable to City. 2.6 Reimbursable Expenses. Reimbursable expenses are included in the total amount of compensation provided under this Agreement that shall not be exceeded. Consultant is solely responsible for the payment of 2.7 Payment of Taxes. employment taxes incurred under this Agreement and any similar federal or state taxes. In the event that the City or Consultant terminates 2.8 Payment upon Termination. 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. The Consultant is not authorized to perform 2.9 Authorization to Perform Services. any services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator. Except as set forth herein, Consultant shall, Section 3. FACILITIES AND EQUIPMENT. 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. (ver.2015) Consulting Services Agreement between November 17, 2015 City of Dublin and GHD Page 3 of 15 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. Before beginning any work under this Section 4. INSURANCE REQUIREMENTS. Agreement, Consultant, at its own cost and expense, shall procure "occurrence coverage" insurance (except for Professional Liability) 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. Consultant will provide at least thirty (30) days’ prior written notice to City of any cancellation, change, or lapse of required insurance policies. Consultant shall, at its sole cost and expense, 4.1 Workers’ Compensation. 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 (ver.2015) Consulting Services Agreement between November 17, 2015 City of Dublin and GHD Page 4 of 15 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, at its own cost and expense, shall 4.2.1 General requirements. 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. Commercial general coverage shall be at 4.2.2Minimum scope of coverage. 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”). Each of the following shall be included in the 4.2.3 Additional requirements. 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 (ver.2015) Consulting Services Agreement between November 17, 2015 City of Dublin and GHD Page 5 of 15 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, 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. 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. 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. Consultant, at its own cost and expense, shall 4.3 Professional Liability Insurance. 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. Any deductible or self-insured retention shall not exceed $500,000 per 4.3.1 claim. An endorsement shall state that coverage shall not be suspended, voided, 4.3.2 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. NOT USED. 4.3.3 The following provisions shall apply if the professional liability coverages 4.3.4 are written on a claims-made form: (ver.2015) Consulting Services Agreement between November 17, 2015 City of Dublin and GHD Page 6 of 15 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. All insurance required by this section is to be 4.4.1 Acceptability of insurers. placed with insurers with a Bests' rating of no less than A:VII. Prior to beginning any work under this 4.4.2 Verification of coverage. 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. Consultant agrees to include with all subcontractors in 4.4.3 Subcontractors. 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 (ver.2015) Consulting Services Agreement between November 17, 2015 City of Dublin and GHD Page 7 of 15 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. The City may approve a variation in the foregoing insurance 4.4.4 Variation. 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. All self-insured retentions 4.4.5 Deductibles and Self-Insured Retentions. (SIR) and/or deductibles must be disclosed to the City for approval and shall not reduce the limits of liability. The limits of insurance required in this Agreement 4.4.6 Excess Insurance. 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. In the event that any coverage 4.4.7Notice of Reduction in 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. In addition to any other remedies City may have if Consultant fails to 4.5 Remedies. 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. (ver.2015) Consulting Services Agreement between November 17, 2015 City of Dublin and GHD Page 8 of 15 To Section 5. INDEMNIFICATION AND CONSULTANT’S RESPONSIBILITIES. 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 final 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 to the extent that any such judgment is based upon the City's liability for actions of Consultant. 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 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/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. At all times during the term of this Agreement, 6.1 Independent Contractor. 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 (ver.2015) Consulting Services Agreement between November 17, 2015 City of Dublin and GHD Page 9 of 15 any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. Except as City may specify in writing, Consultant shall 6.2 Consultant No Agent. 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. The laws of the State of California shall govern this 7.1 Governing Law. Agreement. Consultant and any subcontractors shall 7.2 Compliance with Applicable Laws. comply with all laws applicable to the performance of the work hereunder. To the extent that this Agreement may be 7.3 Other Governmental Regulations. 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. Consultant represents and warrants to City that 7.4 Licenses and Permits. 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 shall not discriminate, 7.5 Nondiscrimination and Equal Opportunity. 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. (ver.2015) Consulting Services Agreement between November 17, 2015 City of Dublin and GHD Page 10 of 15 Consultant shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement. Section 8. TERMINATION AND MODIFICATION. City may cancel this Agreement at any time and without cause 8.1 Termination. 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. City may, in its sole and exclusive discretion, extend the end date of 8.2 Extension. 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. The parties may amend this Agreement only by a writing signed 8.3 Amendments. by all the parties. City and Consultant recognize and agree that 8.4 Assignment and Subcontracting. 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 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. (ver.2015) Consulting Services Agreement between November 17, 2015 City of Dublin and GHD Page 11 of 15 All obligations arising prior to the termination of this Agreement and 8.5 Survival. all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. If Consultant materially breaches any of 8.6 Options upon Breach by Consultant. the terms of this Agreement, City’s remedies shall included, but not be limited to, the following: Immediately terminate the Agreement; 8.6.1 Retain the plans, specifications, drawings, reports, design documents, and 8.6.2 any other work product prepared by Consultant pursuant to this Agreement; Retain a different consultant to complete the work described in Exhibit A 8.6.3 not finished by Consultant; or Charge Consultant the difference between the cost to complete the work 8.6.4 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. All reports, data, 9.1 Records Created as Part of Consultant’s Performance. 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. Consultant shall maintain any and all ledgers, 9.2 Consultant’s Books and Records. books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to the Consultant to this Agreement. (ver.2015) Consulting Services Agreement between November 17, 2015 City of Dublin and GHD Page 12 of 15 Any records or documents that Section 9.2 of 9.3 Inspection and Audit of Records. 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. If a party to this Agreement brings any action, including an 10.1 Attorneys’ Fees. 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. In the event that either party brings any action against the other under 10.2 Venue. 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. If a court of competent jurisdiction finds or rules that any provision 10.3 Severability. 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. . The waiver of any breach of a specific provision 10.4 No Implied Waiver of Breach of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. The provisions of this Agreement shall inure to the 10.5 Successors and Assigns. benefit of and shall apply to and bind the successors and assigns of the parties. Consultant shall prepare and submit all reports, 10.6 Use of Recycled Products. written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. Consultant may serve other clients, but none whose 10.7 Conflict of Interest. 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 (ver.2015) Consulting Services Agreement between November 17, 2015 City of Dublin and GHD Page 13 of 15 in the Political Reform Act, codified at California Government Code Section 81000 et seq. Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any 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 , the entire et.seq. 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. Consultant agrees not to solicit business at any meeting, focus 10.8 Solicitation. group, or interview related to this Agreement, either orally or through any written materials. This Agreement shall be administered by the City 10.9 Contract Administration. Manager ("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee. Any written notice to Consultant shall be sent to: 10.10 Notices. GHD Attn: Glen Syred, Business Consulting – Lead 175 Technology Drive, Suite 200 Irvine, CA 92618 Any written notice to City shall be sent to: City of Dublin Attn: Roger Bradley, Assistant to the City Manager 100 Civic Plaza Dublin, CA 94568 (ver.2015) Consulting Services Agreement between November 17, 2015 City of Dublin and GHD Page 14 of 15 EXHIBIT A GHD Scope of Services Task 1. Desktop collection of asset data and information currently held by the City, including Collect initial data (desktop of currently held), for databases, drawings, inventories, unit rates, condition assessment reports and the the major asset groups where most (at least 70%) like (as required by RFQ section III.2 as well as the Emerald Glen Recreation and of the value of preventative maintenance and total Aquatic Complex, which is currently under construction). cost of ownership would be represented. Task 2. Desktop review of asset data and information currently held by the City, to assess Review the accuracy, completeness, currency of the accuracy, completeness, currency of the existing data and the gaps (if any) that the Task 1 data and assess gaps to be addressed must be addressed by field data collection. by field & City staff surveys. Task 3. Design of the data hierarchy and data register to defining what is an asset and an Design of the data hierarchy and data register to asset class, as well as the required data attributes to be included in the asset summarize assets by grouping them into asset register (as required by RFQ section VII.3). The intent is to provide a living database types within major asset groupings. to manage the City of Dublin portfolio of assets. It will be designed in a format that can easily be converted into a future Infrastructure management system. Task 4. Develop the data transfer strategy for current client-held data to be entered into the Workshop with key City staff to estimate the asset register, including age and/or condition information. average age & condition of major asset types Task 5. Develop the data collection strategy for missing data (including condition rating) to Design the data format for field collection that is be collected in the field and entered into the asset register. compatible with direct entry into the asset register. Task 6. Provide the City’s project manager with a target estimate of costs to transfer and to Allow for up to 10 person-days of field data collect in the field the required asset data. Confirm with the City Project Manager the validation, collection and transfer. scope and program for data transfer collection and True Cost of Ownership Analysis Report and gain approval or approved re-scoping before implementing. Task 7. Integrate, transfer and enter the current client-held data into the asset register. At summary level by asset types within major asset groupings. Task 8. Collect data in the field as per the data collection strategy and as approved by the This will be focused initially at the sub-system level City Project Manager. in this phase to gain an early appreciation of the overall state and needs of the City’s infrastructure. Task 9. Assignment of unit costs for options for treatment or replacement, average useful Estimated at summary level by asset types within lives for asset types and other key parameters and performance measures for asset major asset groupings. Including consultation with types and asset groups that would be required for lifecycle analysis and key City staff. infrastructure management planning. Task 10. Complete lifecycle analysis of all transferred and collected data, identifying the At summary level by asset types within major asset need for immediate / short term repairs, cost to prepare a preventative maintenance groupings to gain an early appreciation of the plan, identification of deferred maintenance backlog, and cost of future capital overall state and needs of the City’s infrastructure. replacement Including consultation and workshops with key City staff. Task 11. List the 5-year incremental and 20-year forecast of the maintenance requirements As for above. and costs Task 1. Using the inputs to the True Cost of Ownership Analysis Report, show a summary of the database of the inventory and condition assessment of all City-maintained facilities. Task 2. Develop and show management strategies for each of the City’s assets including, useful life, maintenance and repair activities, minimum acceptable condition levels, and maximum acceptable risk level Task 3. Costs associated with sustaining levels of conditions consistent with proposed recommendations by GHD in consultation with the City. Consulting Services Agreement between November 17, 2015 City of Dublin and GHD--Exhibit A Page 1 of 1 EXHIBIT B COMPENSATION SCHEDULE Consulting Services Agreement between November 17, 2015 City of Dublin and GHD--Exhibit B Page 1 of 2 GHD Estimate Maximum Contract Value Estimate City of Dublin TCO/ PMP Project TASK Maximum Fee incl. expenses INITIAL STAGE (2 MONTHS) “Early snapshot/ Big Picture” At summary level by asset types within major asset groupings to gain an early appreciation of the overall state and needs of the City’s infrastructure. $90,000 Includes only the major asset groups where most (at least 70%) of the value of preventative maintenance and total cost of ownership would be represented. Includes consultation and workshops with key City staff. RFQ Phase 1 – First Stage: TCO Analysis Report · $80,000 RFQ Phase 2 – First Stage: Comprehensive PMP · $10,000 Consulting Services Agreement between November 17, 2015 City of Dublin and GHD--Exhibit B Page 2 of 2