HomeMy WebLinkAbout4.2 Third Amendment to Agreement with Urban Field Studio for Architectural Design Services for Downtown DublinSTAFF REPORT
CITY COUNCIL
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Agenda Item 4.2
DATE:December 7, 2021
TO:Honorable Mayor and City Councilmembers
FROM:Linda Smith, City Manager
SUBJECT:Third Amendment to the Agreement with Urban Field Studio for
Architectural Design Services for Downtown Dublin
Prepared by: Rhonda Franklin, Management Analyst
EXECUTIVE SUMMARY:
The City Council will consider a third amendment to the Consultant Services Agreement between
the City of Dublin and Urban Field Studio. Urban Field Studio is currently providing architectural
design services for Downtown Dublin.
STAFF RECOMMENDATION:
Adopt the Resolution Approving a Third Amendment to the Consultant Services Agreement
Between the City of Dublin and Urban Field Studio.
FINANCIAL IMPACT:
The amendment extends the term for 18 months, through June 30, 2023, and increases the current
budget by $250,000, for a total contract amount (since project inception) not to exceed $750,000.
The agreement will continue to be funded by the General Fund Reserve for Downtown Public
Improvements, for which the City Manager has the authority to approve budget changes.
DESCRIPTION:
At the February 19, 2021 meeting, the City Council approved a Consultant Services Agreement
with Urban Field Studio for Architectural Design services for Downtown Dublin. The agreement
was subsequently amended twice; the First Amendment added a scope of work for Phase II of the
project, and the Second Amendment extended the term of services to December 31, 2021 to
continue work on Phase II.
The proposed Third Amendment to the Agreement is to extend the term of services to June 30,
2023, add a task to investigate parking strategies, and increase the compensation to fund the
additional work on the project. The following list summarizes the tasks still to be completed in
Phase II, including the new work:
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Complete the Plan Line Study
Update the Vision Plan based on the results of the Traffic Study
Analyze an expanded study area that includes two additional intersections
Complete a parking study and propose a parking strategy (new)
STRATEGIC PLAN INITIATIVE:
Strategy 1: Implement the City’s Adopted Preferred Vision for Downtown Dublin.
Objective C: Establish the proposed street grid network, including study of right-of-way
acquisition and the appropriate funding mechanism for construction and maintenance.
Objective D: Conduct a parking analysis of the Transit Oriented District and the Retail District and
proposed changes.
NOTICING REQUIREMENTS/PUBLIC OUTREACH:
The City Council Agenda was posted, and a copy of this Staff Report was sent to Urban Field
Studio.
ATTACHMENTS:
1) Resolution Approving a Third Amendment to the Consulting Services Agreement Between the
City of Dublin and Urban Field Studio
2) Exhibit A to the Resolution – Third Amendment to Consulting Services Agreement Between the
City of Dublin and Urban Field Studio
3) Consulting Services Agreement Between the City of Dublin and Urban Field Studio, First
Amendment to the Consulting Services Agreement, and Second Amendment to the Consulting
Services Agreement
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Attachment 1
Reso. No. XX-21, Item X.X, Adopted XX/XX/21 Page 1 of 2
RESOLUTION NO. XX– 21
A RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF DUBLIN
APPROVING A THIRD AMENDMENT TO THE CONSULTING SERVICES AGREEMENT WITH
URBAN FIELD STUDIO
WHEREAS, in 2018, as part of the strategic planning process, the Dublin City Council
included “Focus efforts on ways to strengthen the City’s economic vitality, including the Downtown,
through public investment and economic development” as a key strategy for the City; and
WHEREAS, in October 2018, the City issued a Request for Qualifications (RFQ) for
Architectural Design Consultant Services for Downtown Dublin and received 13 proposals; and
WHEREAS, through the competitive RFQ process, Urban Field Studio was selected for the
project; and
WHEREAS,on February 19, 2019, the City Council approved a Consulting Services
Agreement with Urban Field Studio for architectural design services for Downtown Dublin; and
WHEREAS,on May 17, 2020, a First Amendment to the Consulting Services Agreement
was entered into to include a new scope of work; and
WHEREAS,on December 29, 2020, a Second Amendment to the Consulting Services
Agreement was entered into to extend the term of services to December 31, 2021; and
WHEREAS,a Third Amendment to the Consulting Services Agreement is necessary to
continue work on the project through June 30, 2023.
NOW THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin does
hereby approve a Third Amendment to the Consulting Services Agreement with Urban Field
Studio, attached here to as Exhibit A.
BE IT FURTHER RESOLVED that the City Manager is authorized to execute the
amendment to the agreement and make any necessary, non-substantive changes to carry out the
intent of this Resolution.
PASSED, APPROVED AND ADOPTED this 7th day of December 2021, by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
_______________________________
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Attachment 1
Reso. No. XX-21, Item X.X, Adopted XX/XX/21 Page 2 of 2
Mayor
ATTEST:
___________________________________
City Clerk
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Third Amendment to the Consultant Services Agreement Between
City of Dublin and Urban Field Studio Page 1 of 3
THIRD AMENDMENT TO CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND URBAN FIELD STUDIO
WHEREAS, on February 19, 2019, the City of Dublin (hereinafter referred to as "City") and
Urban Field Studio (hereinafter referred to as "Consultant") entered into a Consulting Services Agreement
for architectural design services for Downtown Dublin (hereinafter referred to as the “Agreement”); and
WHEREAS, on May 17, 2020, the First Amendment to the Agreement was executed to
include a new scope of work as described in Exhibit A, modifying Section 1 of the Agreement, as well as
modifications to Sections 6.1 and 7.5; and
WHEREAS, on December 29, 2020, the Second Amendment to the Agreement was
executed to modify Section 1 of the Agreement to extend the Term of Services to end on December 31, 2021;
and
WHEREAS, the existing project for Downtown Dublin is still underway and City wishes
Consultant to complete the work described in Exhibit A of the First Amendment to the Agreement; and
WHEREAS, the City and Consultant now wish to amend the Agreement to include a new
Scope of Work as described in Exhibit A, extend the Term of Services, and modify the Compensation.
NOW THEREFORE, for good and valuable consideration, the sufficiency of which is hereby
acknowledged, the Agreement is amended as follows:
1)Section 1 is amended as follows:
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 to the original Agreement
and Exhibit A to the First Amendment at the time and place and in the manner specified therein.
Additional services as outlined in Exhibit A to the Third Amendment is hereby added to the Scope of
Work of the Agreement. In the event of a conflict in or inconsistency between the terms of this
Agreement and Exhibit A, the Agreement shall prevail.
2)Section 1.1 is amended as follows:
Term of Services. The term of this Agreement shall begin on the date first noted above and shall
end on June 30, 2023, 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.
3)Section 2 is amended as follows:
COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed seven hundred and
fifty thousand dollars ($750,000), for services outlined in Exhibit A to the original agreement,
Attachment 2
Exhibit A to the Resolution
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Third Amendment to the Consultant Services Agreement Between
City of Dublin and Urban Field Studio Page 2 of 3
Exhibit A to the First Amendment, and Exhibit A to the Third Amendment 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 to the original agreement, Exhibit A to
the First Amendment, and Exhibit A to the Third Amendment, 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 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.
4)Except to the extent inconsistent with this Third Amendment, the Parties ratify and confirm all of the
terms and conditions of the Agreement.
5)All requisite insurance policies to be maintained by the Consultant pursuant to the Agreement, as
may have been amended from time to time, shall include coverage for the amended term, as
described above.
6)The individuals executing this Amendment and the instruments referenced in it on behalf of
Consultant each represent and warrant that they have the legal power, right and actual authority to
bind Consultant to the terms and conditions of this Amendment.
SIGNATURES ON THE FOLLOWING PAGE
Attachment 2
Exhibit A to the Resolution
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Third Amendment to the Consultant Services Agreement Between
City of Dublin and Urban Field Studio Page 3 of 3
IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment’s effective date to be the
date upon which City Council approves the Agreement.
Effective Date: December 7, 2021
CITY OF DUBLIN
Linda Smith, City Manager
Attest:
Marsha Moore, City Clerk
Approved as to Form:
John D. Bakker, City Attorney
URBAN FIELD STUDIO
Jane Lin, Founding Partner, Architect
Attachment 2
Exhibit A to the Resolution
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Downtown Dublin Proposed Scope of Work for Phase 2
(Third Amendment to the Agreement dated 2/19/18)
Amendment expiration date: June 23, 2023
To: Hazel Wetherford, City of Dublin
From: Urban Field
Date: 11/18/2021
The existing contract between Urban Field Studio and the City of Dublin details Phase 2 as Tasks 2.1-2.4
that commenced in 2020. All Tasks have remaining budget amounts that won’t require modification
except for Task 2.2, New Downtown Streets. The originally assigned budget for Task 2.2 was set with the
understanding that additional budget was required over the course of the work, which is the purpose of
the Third Amendment.
Expanded Scope for Task 2.2
The Team has been working in the subtasks of Task 2.2 with the Traffic Study subtask nearly completed.
Outstanding tasks are the Plan Line Study and updates to the vision plan resulting from the Traffic Study.
City staff has recently requested updated data collection for traffic counts and forecasts which were
completed at the beginning of October 2021. The new data will require the Traffic Study to be updated.
In addition, the study area has been expanded to include the analysis for two more intersections in the
Traffic Study. This expansion of scope results in an additional budget needed for the completion of the
Traffic Study subtask and related work in the other subtasks.
Parking Study
The Third Amendment also includes a proposal for a parking study (see Attachment 1) of the entire
Downtown Area that will inform a parking strategy for the envisioned plan including potential revisions
during the planning process.
Phase 2 Fee Summary of Task 2.2
Phase 2 Total Contract Amount $126,350.00
Phase 2 Budget Assigned to Task 2.2 $ 60,900.00
Phase 2: Amount Billed through September 2021 (all tasks)$108,024.00
Phase 2: Remaining Balance as of September 2021 (all tasks)$ 18,326.00
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Proposed Third Amendment Fee Summary
Phase 2 Anticipated Additional Funding for Task 2.2 $100,000.00
Phase 2 Requested Additional Funding for Task 2.2
Update and Completion of Traffic Study (Kimley Horn) $ 15,000.00
Phase 2 Parking Study (CHS Consulting)$114,514.00
Administration Expense (10%)$ 12,951.40
Total Phase 2 Requested Amount without Optional Task $242,465.40
The consultant team will continue to charge on a time and materials basis, with a 10% administration
expense applied to sub consultant fees. The Consultant Team continues to be Urban Field with ELS, KMA,
RRER, Kimley Horn,BKF Engineers and CHS Consulting Group.
Notes:
1.Expenses are included in Task budgets
2.Billing is time and materials to a maximum by task
3.Task budgets can be exceeded, but the total Phase 2 budget cannot
4.Written authorization is needed by the City for additional Phase 2 budget
With best regards,
Jane Lin
Partner, Urban Field Studio
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Attachment 3
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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.
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;
11 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
111 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
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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.
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 twenty-six thousand dollars ($26,000). 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.
■ Expense of transportation, including rental car insurance (loss damage
waiver/ collision damage waiver and liability coverage) when traveling in
connection with the Project
■ Conference call services
■ Expense of reproductions including computer plotting, postage, overnight
priority mail and handling of drawings.
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
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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"
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.
Consultant shall provide thirty (30) days-notice to the City for any modification or change in
coverage; and. Consultant's shall provide thirty (30) days-notice of policy cancellation and ten
(10)days-notice of cancellation for non-payment of premium.
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.
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City of Dublin and Urban Field Studio
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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.
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.
Coverage shall not be canceled except after thirty (30) days' prior written
notice by mail 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.
4.2.2 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.
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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 CONSUL TANT to comply with reporting provisions
of the policy shall not affect coverage provided to CITY and its
officers, employees, agents, and volunteers.
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 Coverage shall not be suspended, voided, canceled, reduced in coverage
or in limits, except after thirty (30) days' prior written notice by mail 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.
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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.
Verification of coverage. Prior to beginning any 1.vork 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.
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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, 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, but not defend, keep and save
harmless the City, and City Councilmembers, officers, agents and employees against any and
all suits, claims or actions to the extent any injury to persons or property, including death, is
caused by a negligent act or omission or wrongful misconduct of the Consultant or its
employees, subcontractors or agents, in the course of the performance of this Agreement..
Consultant further agrees to indemnify City, and City Councilmembers, officers, and employees
to the extent of Consultant's proportionate percentage of adjudicated responsibility by a court of
competent jurisdiction as defined by California Civil Code 2782.8; Consultant's responsibility
for such indemnity obligations shall survive the termination or completion of this Agreement for
the full period of time allowed by law. The 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
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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.
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. LEG AL 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
Consultant Services Agreement between
City of Dublin and Urban Field Studio
February 2019
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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.
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.
Section 8.
8.1
Consultant shall include the provisions of this Subsection in any subcontract
approved by the Contract Administrator or this Agreement.
TERMINATION AND MODIFICATION.
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,
Consultant Services Agreement between
City of Dublin and Urban Field Studio
February 2019
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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.
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:
Section 9.
9.1
9.2
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.
KEEPING AND STATUS OF RECORDS.
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.
Consultant's Books and Records. Consultant shall maintain any and all
ledgers, books of account, invoices, vouchers, canceled checks, and other
Consultant Services Agreement between
City of Dublin and Urban Field Studio
February 2019
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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.
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 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.
10.2 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.
10.3 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.
10.4 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.
10.5 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.
10.6 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 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.
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City of Dublin and Urban Field Studio
February 2019
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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.
10.7 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.
10.8 Contract Administration. This Agreement shall be administered by the City
Manager ("Contract Administrator"). All correspondence shall be directed to or
through the Contract Administrator or his or her designee.
10.9 Notices. Any written notice to Consultant shall be sent to:
Urban Field Studio
Jane Lin, Founding Partner, Architect
2169 Folsom Street M 304
San Francisco CA 94110
(415)754-9304
jane@urbanfieldstudio.com
Consultant Services Agreement between
City of Dublin and Urban Field Studio
February 2019
Page 13 of 14
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Any written notice to City shall be sent to:
City of Dublin
City Manager
100 Civic Plaza
Dublin, CA 94568
10.10 Integration. This Agreement, including 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
Attest:
Caroline P. Soto, City Clerk
Approved as to Form:
Consultant Services Agreement between
City of Dublin and Urban Field Studio
, F unding Partner, Architect
d Studio
February 2019
Page 14 of 14
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EXHIBIT A
SCOPE OF SERVICES
Urban Field Studio (UFS) and ELS Architecture + Urban Design (ELS) are pleased to submit
our scope and fee for Architectural Design Services for Downtown Dublin. The combined
experience of our team will provide the City of Dublin with the expertise to inform a plan that is
successful in attracting great tenants, flexible to respond to dynamic market forces, and based
in experience taking commercial retail projects from concepts all the way through construction.
Together we bring our philosophy of designing and strategizing collaboratively to our work with
you on the Downtown Dublin project.
For this project Urban Field Studio will be the prime consultant and project manager for the
contract with the City of Dublin, ELS will be the primary partner and sub-consultant on the team
and our other team members will be specialist subconsultants. For each task UFS will check in
and review progress with City Staff as needed.
Our team includes:
•Christine Firstenberg, Retail Real Estate Resources (RRER), a retail broker and
development consultant
•Jerry Keyser and Kevin Feeney, Keyser Marston Associates (KMA), economists that
specialize in land planning
•Marco Esposito, SWA Group (SWA), landscape architects
•Dan Schaefer, SKF Engineers (SKF), infrastructure specialist
•Mike Mowery, Kimley Horn & Associates (KH), traffic engineers
Phase 1: 2019
We anticipate the project to take place over two years. We are calling the first effort, Phase 1.
We see this first year as a year to establish development options with dialogue between the City
Council members, private landowners, and the Downtown Dublin community. We intend to put
forward realistic options for the City of Dublin to consider and to formulate a strategy to bring the
preferred option to reality.
Task 1: Kick Off Meeting & Commencing Initial Studies
At this kick off meeting, all consultants will be on hand for a 2-hour tour of the site and a 2-hour
meeting with City Staff. The consultants will come to the meeting ready to determine the
schedule for workshops and meeting dates, the market study (KMA), the ownership and status
of the site (RRER), utilities and easements (SKF). Preparation for the first workshop with
Council will be part of the discussion. KMA will start the Market Study in this Task. RRER will
coordinate with Greensfelder Commercial Real Estate regarding information gathered in the
CC&Rs Study. SKF will follow up about utilities after the Kick-Off Meeting.
Deliverables: Agenda, Minutes, and List of Information Requests
Timing,· March 2019
Fee: $24,000
Optional: Traffic Evaluation of Existing Studies $5,000
Consultant Services Agreement between
City of Dublin and Urban Field Studio
February 2019
Exhibit A: Scope of Work
44
Task 2: Council Member Engagement -Council Workshop 1
In preparation for this workshop with the Council Members on the Downtown Development
Strategy, the consultant team will prepare an agenda and presentation to be previewed by City
Staff before the meeting. The presentation will include an overview of the Downtown Vision and
process to date, existing city resources, private stakeholder status, development process
overview, market overview, and a retail overview.
Deliverables: Agenda, Digital Presentation and Summary Notes
Timing: March 2019; City Council work session March 19, 2019
Fee: $20,000
Optional: Design Primer for Architectural Narrative $5,000
Task 3: Preparation of Downtown Vision Alternatives
UFS, ELS, and SWA will work together to produce alternatives for consideration. Consultants
will hold an internal one-day charrette to establish three alternatives. The team's specialists will
be reviewing specific topics: KMA and RRER on market and development feasibility, BKF on
infrastructure. UFS, ELS, and SWA will produce diagrams, illustrated site plans, 3D massing,
and case studies to illustrate the three alternative ideas.
Deliverables: Three alternatives illustrated through plans, precedent images, and narrative
Timing: April 2019
Fee: $80,000
Optional High Level Cost Estimate of 3 alternatives: $8, 000
Optional Public Space/Plaza Design Options: $20,000
Optional Traffic Design Review: $3,000
Task 4: Presentation of Downtown Vision Alternatives -Council Workshop 2
Downtown Vision Alternatives will be presented by UFS and ELS to the City Council, preferably
in closed session, for consideration.
Deliverables: Agenda, Digital Presentation, Printed Visuals, and Summary Notes
Timing: May 2019; tentative City Council work session May 7, 2019
Fee: $8,000
Task Sa: Private Stakeholder Engagement for Alternatives
A presentation about the Downtown Vision alternatives will be given to private stakeholders at a
special meeting. RRER will be following up with (up to 8) private stakeholders about the
alternatives.
Deliverables: Digital Presentation, 11x17 copies of Alternatives, and Summary Notes
Timing: May/June 2019
Fee: $20,000
Consultant Services Agreement between
City of Dublin and Urban Field Studio
February 2019
Exhibit A: Scope of Work
45
Task Sb: Public Outreach for Alternatives
Consultants will prepare exhibits for a Community Meeting about the alternatives for the future
of Dublin Downtown. City staff will coordinate with UFS regarding public notices for the
Community Meeting. Alternatives may be revised based on private stakeholder feedback for the
community meeting.
Deliverables: Digital Presentation, Printed Exhibits, and Summary Notes
Timing: June 2019 (following Task 5a)
Fee: $29, 000
Task 6: Public and Private Development Strategy Session -Council Workshop 3
In preparation for a strategy discussion about Dublin Downtown, consultants will review
outreach regarding alternatives, discuss the public realm framework and infrastructure needs,
review/discuss available public funding, public-private financing options, and private
development opportunities. This strategy discussion session will inform the design and
development strategy of the Preferred Alternative Plan.
Deliverables: Agenda, Community Outreach Summary, Digital Presentation, and Summary
Notes
Timing: June 2019; tentative City Council work session June 18, 2019
Fee: $38,000
Task 7: Preparation for the Preferred Downtown Vision
UFS, ELS, and SWA will be working together to produce a Preferred Downtown Vision.
Consultants will hold a one-day charrette to integrate specialist feedback. The Preferred Plan
will be illustrated with diagrams, an illustrated plan, 3D massing, and three (3) character
renderings.
Deliverables: Digital Presentation, Printed Visuals, and Summary Notes
Timing: July/August 2019
Fee: $70,000
Optional Additional Renderings: $3,500 per street level rendering and $5,000 per birds-eye view
renderings
Optional Order of Magnitude Cost Estimate: $8,000
Optional Preferred Vision Conceptual Plaza Design: $15,000
Optional Traffic Design Review: $2,000
Consultant Services Agreement between
City of Dublin and Urban Field Studio
February 2019
Exhibit A: Scope of Work
46
Task 8: Presentation of the Preferred Downtown Vision - Council Workshop 4
The Preferred Downtown Vision will be presented by UFS and ELS to the City Council.
Deliverables: Agenda, Digital Presentation, Printed Visuals, and Summary Notes
Timing: August 2019; tentative City Council work session August 20, 2019
Fee: $8,000
Task 9a: Private Stakeholder Engagement for Preferred Vision
A presentation about the Preferred Vision will be given to the private stakeholders at a special
meeting. The Preferred Alternative Plan may be revised based on Councilmember feedback for
the private stakeholder meeting. RRER will be following up with (up to 8) private stakeholders
about the alternatives.
Deliverables: Digital Presentation, Printed Visuals, and Summary Notes
Timing: September 2019
Fee: $15,000
Task 9b: Public Outreach for Preferred Plan
Consultants will prepare a plan and exhibits for a Community Meeting about the Preferred
Alternative Plan for Dublin Downtown. City staff will coordinate with UFS regarding public
notices for the Community Meeting. The Preferred Alternative Plan may be revised based on
private stakeholder feedback for the community meeting.
Deliverables: Outreach Plan, Digital Presentation, Printed Visuals, and Summary Notes
Timing: September 2019
Fee: $33,000
Task 10: Development Evaluation Meeting -Council Workshop 5
In preparation for a discussion evaluating the Development Strategy and the Preferred
Alternative Plan, the consultant team will prepare exhibits that reflect activities to date and an
evaluation of development options for Phase 2 in 2020. The discussion will inform a proposal for
work in Phase 2.
Deliverables: Agenda, Community Outreach Summary, Digital Presentation, Printed Visuals,
and Summary Notes
Timing: October 2019; tentative City Council work session October 1, 2019
Fee: $24,000
Optional Traffic Specialist: $800
Phase 2: 2020
The scope of work, fees and schedule for Phase II would be determined in concert with the City
of Dublin and in relation to the progress that the consultant team and the City have achieved
together in Phase 2.
Consultant Services Agreement between
City of Dublin and Urban Field Studio
February 2019
Exhibit A: Scope of Work
47
Fee Summary:
EXHIBIT B
COMPENSATION SCHEDULE
This contract is based on time and materials.
Administrative Expenses:
Management of subconsultants and administrative time is calculated at 1.10 times consultant's
charges by the Principal Contractor, Urban Field Studio.
Reimbursable Expenses:
Reimbursable Expenses are in addition to the compensation for basic and additional services:
•Expense of transportation, including rental car insurance (loss damage waiver/ collision
damage waiver and liability coverage) when traveling in connection with the Project.
•Conference call services.•Expense of reproductions including computer plotting, postage, overnight priority mail
and handling of drawings.
Phase 1: 2019
Total Consultant Labor Phase 1 (1 O Tasks):
Total Administrative Expense (1.10 times Consultant's Fees):
$369,000
$25,000
$394,000
$26,000
$75,300
Subtotal Labor:
Task 1-10 Reimbursable Expenses:
Subtotal Options*:
*All, including one street level rendering and one additional birds-eye view rendering in Task 7
Consultant Services Agreement between
City of Dublin and Urban Field Studio
February 2019
Exhibit B: Compensation Schedule
48
FIRST AMENDMENT TO CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF DUBLIN AND URBAN FIELD STUDIO
WHEREAS, on February 19, 2019, the City of Dublin (hereinafter referred
to as "CITY") and Urban Field Studio (hereinafter referred to as "CONSULTANT") entered
into a Consulting Services Agreement for architectural design services for Downtown
Dublin (hereinafter referred to as the “AGREEMENT”); and
WHEREAS, the existing project for Downtown Dublin is still underway and
City wishes CONSULTANT to complete additional services; and
WHEREAS, the CITY and CONSULTANT now wish to amend the
Agreement to include a new scope of work as described in Exhibit A, modifying Section
1 of the Agreement, as well as modifications to Sections 6.1, 7.5 and 10.10 of the
Agreement.
NOW THEREFORE, for good and valuable consideration, the sufficiency of
which is hereby acknowledged, the AGREEMENT is amended as follows:
1)Section 1 is amended as follows:
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. Additional services as outlined
in Exhibit A to the First Amendment is hereby added to the Scope of Work of the
Agreement. In the event of a conflict in or inconsistency between the terms of this
Agreement and Exhibit A, the Agreement shall prevail.
2) Section 6.1 shall be rescinded in its entirety and replaced with the following:
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. This Agreement shall not be construed as an agreement for
employment. 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 Subsection 1.3; however, otherwise
City shall not have the right to control the means by which CONSULTANT
accomplishes services rendered pursuant to this Agreement. CONSULTANT
further acknowledges that CONSULTANT performs Services outside the usual
course of the City’s business; and is customarily engaged in an independently
established trade, occupation, or business of the same nature as the
CONSULTANT performs for the City, and has the option to perform such work for
other entities. Notwithstanding any other City, state, or federal policy, rule,
regulation, law, or ordinance to the contrary, CONSULTANT and any of its
employees, agents, and subcontractors providing services under this Agreement
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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.
3) Section 7.5 shall be rescinded in its entirety and replaced with the following:
Nondiscrimination and Equal Opportunity. CONSULTANT shall not
discriminate, on the basis of a person’s race, sex, gender, religion (including
religious dress and grooming practices), national origin, ancestry, physical or
mental disability, medical condition (including cancer and genetic characteristics),
marital status, age, sexual orientation, color, creed, pregnancy, genetic
information, gender identity or expression, political affiliation or belief,
military/veteran status, or any other classification protected by applicable local,
state, or federal laws (each a “Protected Characteristic”), against any employee,
applicant for employment, subcontractor, bidder for a subcontract, or participant
in, recipient of, or applicant for any services or programs provided by Consultant
under this Agreement.
Consultant shall include the provisions of this Subsection in any subcontract
approved by the Contract Administrator or this Agreement.
4) Paragraph 10.10 Integration shall be amended to include additional services as
outlined in Exhibit A to the First Amendment.
5) Except to the extent inconsistent with this First Amendment, the Parties ratify and
confirm all of the terms and conditions of the AGREEMENT.
6) All requisite insurance policies to be maintained by the Consultant pursuant to
the Agreement, as may have been amended from time to time, shall include
coverage for the amended term, as described above.
7) The individuals executing this Amendment and the instruments referenced in it
on behalf of Consultant each represent and warrant that they have the legal
power, right and actual authority to bind Consultant to the terms and conditions of
this Amendment.
SIGNATURES ON THE FOLLOWING PAGE
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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: ___________ __ By: ________________________________
Linda Smith, City Manager
ATTEST:
By:
Marsha Moore, City Clerk
URBAN FIELD STUDIO
Dated: By: __________________________________
Jane Lin, Founding Partner, Architect
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5/13/2020
5/17/2020
51
Downtown Dublin Proposed Scope of Work for Phase II
(First Amendment to the Agreement dated 2/19/19)
To: Hazel Wetherford, Economic Development Director, City of Dublin
From: Urban Field
Date: 5/11/2020
The existing contract between Urban Field Studio and the City of Dublin details Phase 1 as Tasks 1-10
that commenced in 2019. Tasks 1-10 have been completed, with the exceptions of Task 9A: Private
Stakeholder Engagement and the refinement of the Downtown Dublin Booklet Draft into a Final
document. The Team accomplished tasks in 2019 below the total not-to-exceed fee, with a remaining
amount that can be applied to further tasks as needed in 2020. The City’s purchase order is listed here
with the total amount billed to show the remaining fee in the purchase order:
Phase 1 Fee Summary
Total Contract Amount (Purchase Order Amount)$500,000.00
Amount Billed $373.640.93
Remaining Balance $126,359.07
The Team requests to reallocate the remaining balance for Admin, Reimbursable, and Contract Labor to
new Tasks 2.1-2.4 for Phase 2 of the Downtown Dublin project.
The consultant team will continue to charge on a time and materials basis, with a 10% administration
expense applied to sub consultant fees. The core team continues to be Urban Field with ELS, KMA, and
RRER. The technical team, Kimley Horn, BKF Engineers, and Nelson Nygaard, have submitted proposals
for Phase 2, which are attached at the end of this Proposed Scope.
1
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TASKS FOR PHASE 2
The anticipated tasks and estimated fee listed below are requested additions to the contract for
Downtown Dublin. We look forward to supporting the City of Dublin with their Vision in 2020 and
potentially beyond.
Task 2.1: Support for Downtown Dublin Specific Plan Amendments
The consultant team will assist as needed with the Downtown Dublin Specific Plan Update. The update
will be prepared by the City. Consultants are ready to review, provide background information, and
support the process to coordinate the entitlements necessary to bring the Vision for Downtown Dublin
to fruition. Services may include identifying amendments, suggestions for policy adjustments, proposing
design guidelines, or more. UFS and ELS have already initiated the Study of Developable square footage.
The Team will provide services on an on-call basis.
Estimated Fee for Task 2.1: $20,000
Initiated: Study of Developable SF (UFS and ELS)
Task 2.2: New Downtown Streets
The new downtown streets are defined in the graphic above for Streets A, B, and C from Amador Plaza
Road to Regional Street, and the Golden Gate Drive extension, First Street, and Second Street from
Dublin Blvd to Amador Valley Blvd.
2
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Urban Field and ELS will collaborate to design typical street sections from building face to building face,
taking into account the streetscape and scale of surrounding development to produce a document
similar to examples provided from the City of Fremont. Proposed street sections will be reviewed by Civil
and Traffic engineers and City Staff.
Kimley Horn will produce a traffic study to size intersections and turning movements with existing
perimeter streets, Dublin Blvd, Regional Street, Amador Valley Blvd, and Amador Plaza Way. Kimley
Horn will review site circulation, evaluate intersections, provide a letter of findings, and attend
meetings. KH lists additional services which include traffic counts and analysis.
BKF Engineers have proposed a Plan Line Study and will provide services for roadway geometrics
planning, alignment alternatives, roadway geometrics basis of design, roadway plan line plat and legal
descriptions.
Fee Summary:
Core Team $45,000
Traffic Study - KH $27,500
Plan Line Study - BKF $88,400
Estimated Total for Task 2.2: $160,900
Total Budget for the First Amendment shall not to exceed $60,900.
Task 2.3: CFD Memo
Keyser Marston Associates (KMA) will prepare a memo to lay out the process for adopting a CFD for
Downtown Dublin. The purpose of the memo is to inform the City and private stakeholders of funding
options for infrastructure and maintenance. The memo will provide examples of other Bay Area
communities that have adopted CFDs for mixed use projects and identify lessons that can be applied to
Downtown Dublin.
Estimated Total for Task 2.4: $8,000
Task 2.4: Private Stakeholder Engagement for Dublin Place
The Team will help the City engage Private Stakeholders to begin implementing the Downtown Dublin
vision. Tasks may include facilitating meetings, reviewing submitted plans, guidance with alternate
plans, proformas, and incentive strategies. The objective of this Task is to get Phase 1 (3 to 5 year plan)
of the Downtown Dublin Preferred Vision development off the ground. The Team will provide services
on an on-call basis.
Estimated Total for Task 2.5:$25,000
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Summary of Phase 2 Tasks and Budget
Task Core
Team Fee
Consultants Proposed
Total
Amendment 1
2.1: Support for DDSP Amendments $10,000 $10,000 1 $20,000 $20,000
2.2: New Downtown Streets $60,900
Total Funding for New Downtown Streets $45,000 $115,900 $160,900
2.3: CFD Memo $3,000 $5,000 $8,000 $8,000
2.4: Private Stakeholder Engagement $10,000 $15,000 2 $25,000 $25,000
Subtotals $68,000 $145,900 $213,900 $113,900
+10% x Consultants Total $12,450
Total Phase 2 Budget $126,350
Notes:
1.Expenses are included in Task budgets
2.Billing is time and materials to a maximum by task
3.Task budgets can be exceeded, but the total Phase 2 budget cannot
4.Written authorization is needed by the City for additional Phase 2 budget
1 Core Team Consultant’s estimated portion of fee proposed.
2 Core Team Consultant’s estimated portion of fee proposed.
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Second Amendment to the Consultant Services Agreement between
City of Dublin and Urban Field Studio Page 1 of 2
SECOND AMENDMENT TO CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF DUBLIN AND URBAN FIELD STUDIO
WHEREAS, on February 19, 2019, the City of Dublin (hereinafter referred to as "CITY") and
Urban Field Studio (hereinafter referred to as "CONSULTANT") entered into a Consulting Services
Agreement for architectural design services for Downtown Dublin (hereinafter referred to as the
“AGREEMENT”); and
WHEREAS, on May 17, 2020, the First Amendment to the AGREEMENT was executed to
include a new scope of work as described in Exhibit A, modifying Section 1 of the AGREEMENT, as well as
modifications to Sections 6.1 and 7.5.
WHEREAS, the existing project for Downtown Dublin is still underway and CITY wishes
CONSULTANT to complete the work described in Exhibit A of the First Amendment to the AGREEMENT;
and
WHEREAS, the CITY and CONSULTANT now wish to amend the AGREEMENT to extend
the term of services.
NOW THEREFORE, for good and valuable consideration, the sufficiency of which is hereby
acknowledged, the AGREEMENT is amended as follows:
1) Section 1.1 is amended as follows:
Term of Services. The term of this Agreement shall begin on the date first noted above and shall
end on December 31, 2021, 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.
2)Except to the extent inconsistent with this Second Amendment, the Parties ratify and confirm all of
the terms and conditions of the AGREEMENT.
3)All requisite insurance policies to be maintained by the Consultant pursuant to the AGREEMENT,
as may have been amended from time to time, shall include coverage for the amended term, as
described above.
4)The individuals executing this Amendment and the instruments referenced in it on behalf of
CONSULTANT each represent and warrant that they have the legal power, right and actual
authority to bind CONSULTANT to the terms and conditions of this Amendment.
SIGNATURES ON THE FOLLOWING PAGE
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Second Amendment to the Consultant Services Agreement between
City of Dublin and Urban Field Studio Page 2 of 2
IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be executed as of
the date when signed by the City Manager.
CITY OF DUBLIN
Dated: By: ________________________________
Linda Smith, City Manager
Attest:
Marsha Moore, City Clerk
Approved as to Form:
City Attorney
URBAN FIELD STUDIO
Dated: By: __________________________________
Jane Lin, Founding Partner, Architect
DocuSign Envelope ID: 9794B1FA-B3C3-4B7D-B057-B422CF4B9D11
12/23/2020
12/29/2020
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