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RESOLUTION NO. 164 - 05
A RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF DUBLIN
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APPROVING AGREEMENTS WITH DAVID L. BADBY, CDRG, GILLARDE PLANNING,
CHANDLER L. LEE AND RICHARD F. TOOKER, AS NEEDED FOR OVERFLOW SERVICES
IN THE COMMUNITY DEVELOPMENT DEPARTMENT RELATED
TO PRIVATE DEVELOPMENT PROJECTS
WHEREAS, the City of Dublin is experiencing significant increases in new development
applications; and
WHEREAS, with the acceleration of new development projects in Dublin, the need to retain
outside consultant firms is necessary; and
WHEREAS, staff has determined it necessary to hire technical support to provide Planning
Consultant services including processing applications, plan checks and field checks of new projects; and
WHEREAS, the City of Dublin Planning Commission and City Council has directed staff to
move projects expeditiously, and hire consultant firms when services are needed; and
WHEREAS, David L. Babby, Gi1larde Planning & Consulting, Chandler W. Lee and Richard F.
Tooker have demonstrated they have adequate ability to perform the planning services required; and
WHEREAS, consultants will only perform work on a time and material basis at the direction of
the Community Development Director; and
WHEREAS, all costs will be charged to the Community Development Department budget in
accordance with costs associated with certain projects; and
WHEREAS, the contracts have been reviewed and approved by the City Attorney's Office.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin does
approve the agreements with David L. Booby, CDRG, Gillarde Planning & Consulting, Chandler W. Lee
and Richard F. Tooker, and attached hereto as Exhibit A-E, respectively.
BE IT FURTHER RESOLVED that the Community Development Director is authorized to
execute the agreements.
PASSED, APPROVED AND ADOPTED this 2nd day of August, 2005.
AYES: Councilmembers Hildenbrand, McCormick, Oravetz and Zika, and Mayor Lockhart
NOES: None
ABSENT: None
ABSTAIN: None
ATT~ ~
IIlI
City 'Clerk
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CONSULTING SERVICES AGREEMENT 8ETWEEN
THE CITY OF DU8L1N AND
David L. 8abby, RCA
ON·CALL CONTRACT FOR PLANNING SERVICES
THIS AGREEMENT for consulting services is made by and between the City of Dublin ("City") and
David L. Sabby, RCA ("Consultant") as of August 2, 2005.
Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant
shall provide to City the services described in the Scope of Services attached as Exhibit A at the time and
place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms
of this Agreement and Exhibit A, the Agreement shall prevail.
1.1 Term of Services, The term of this Agreement shall begin on the date first noted above
and shall end one year thereafter, except that the Agreement shall be automatically
extended from year to year unless the Agreement is otherwise terminated, as provided for
in Section 8.
1.2 Standard of Performance. Consultant shall perform all services required pursuant to this
Agreement in the manner and according to the standards observed by a competent
practitioner of the profession in which Consultant is engaged in the geographical area in
which Consultant practices its profession. Consultant shall prepare all work products
required by this Agreement in a substantiai, first-class manner and shall conform to the
standards of quality normally observed by a person practicing in Consultant's profession.
1.3 Assicmment of Personnel. Consultant shall assign only competent personnel to perform
services pursuant to this Agreement. In the event that City, in its sole discretion, at any
time during the term of this Agreement, desires the reassignment of any such persons,
Consultant shall, immediateiy upon receiving notice from City of such desire of City,
reassign such person or persons.
1.4 Time. Consultant shall devote such time to the perfonnance of services pursuant to this
Agreement as may be reasonably necessary to meet the standard of performance
provided in Section 1.2 above and to satisfy Consultant's obligations hereunder.
Section 2. COMPENSATION. City hereby agrees to pay Consultant the hourly sum set forth in
Exhibit B, notwithstanding any contrary indications that may be contained in Consultant's proposal, for
services to be perfonned 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 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 Consuitant 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.
Consulting Services Agreement between
City of Dublin and David L. Sabby
EXHIBIT A
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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 inciude 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 responsibiiity for such contributions beyond compensation required under this Agreement.
2.1 Invoices. Consultant shall submit invoices, not more often than once a month during the
term of this Agreement, based on the cost for services performed and reimbursable costs
incurred prior to the invoice date. Invoices shall contain the following information:
· 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 prtor
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 (July 1 through June 30th);
· The Consultant's signature.
2.2 Monthly Payment. City shall make 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 Deleted
2.4 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to
this Agreement. City shall not pay any additional sum for any expense or cost whatsoever
incurred by Consultant in rendering services pursuant to this Agreement. City shall make
no payment for any extra, further, or additionai 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.
Consulting Services Agreement between
City of Dublin and David L. Babby
July 19, 2005
Page 2 of 13
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2.5 Hourlv Fees. Fees for work performed by Consultant on an hourly basis shall not exceed
the amounts shown on the following fee schedule:
2.6 Reimbursable Expenses. Reimbursable expenses shall be included in the hourly rate
and not paid separately.
2.7 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes
incurred under this Agreement and any similar federal or state taxes.
2.8 Pavment 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 compieted 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.
2.9 Authorization to Perfonm 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 oniy the facilities and equipment listed
in this section, and only under the terms and conditions set forth herein.
City may furnish physical facilities such as desks, telephone service, 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.
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 ailow 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 toexecution.
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 directiy or indirectly by Consultant. The Statutory Workers'
July 19, 2005
Page 3 of 13
. Consulting Services Agreement between
City of Dublin and David L. Babby
LP'b4 'Þ"
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 oniy if
the program of self-insurance complies fully with the provisions of the California Labor
Code. Determination of whether a self-insurance program meets the standards of the
Labor Code shall be solely in the discretion of the Contract Administrator. The insurer, if
insurance is provided, or the Consultant, if a program of self-insurance is provided, shall
waive all rights of subrogation against the City and its officers, officials, employees, and
volunteers for loss arising from work performed under this Agreement.
An endorsement shall state that coverage shall not be suspended, voided, canceled by
either party, reduced in coverage or in limits, except after thirty (30) days' prior written
notice by certified mail, retum receipt requested, has been given to the City.
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 liabiiity insurance for the term of this
Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00)
per occurrence, combined single iimit 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 automobiies.
4.2,2 Minimum scope of coveraqe. Commercial general coverage shall be at least as
broad as Insurance Services Office Commerciai General Liability occurrence form
CG 0001 (ed. 11/88) or Insurance Services Office form number GL 0002 (ed. 1f73)
covering comprehensive General Liability and Insurance Services Office form
number GL 0404 covering Broad Form Comprehensive General Liability.
Automobile coverage shall be at least as broad as Insurance Services Office
Automobile Liability form CA 0001 (ed. 12/90) Code 1 ("any auto"). No
endorsement shall be attached limiting the coverage.
4.2.3 Additional reauirements. 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 insureds with respect to each of the following: liability arising out of
activities performed by or on behalf of Consultant, including the insured's
Consulting Services Agreement between
City of Dublin and David L Sabby
July 19, 2005
Page 4 of 13
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generai supervision of Consultant; products and completed operations of
Consultant; premises owned, occupied, or used by Consultant; and
automobiles owned, leased, or used by the Consultant. The coverage
shall contain no special limitations on the scope of protection afforded to
City or its officers, employees, agents, or volunteers,
b. The insurance shall cover on an occurrence or an accident basis, and not
on a claims-made basis.
c. An endorsement must state that coverage is primary insurance with
respect to the City and its officers, 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 suspended, voided,
canceled by either party, reduced in coverage or in limits, except after
thirty (30) days' prior written notice by certified mail, return receipt
requested, has been given to the City,
4.3 Professional Llabilitv Insurance. Consultant, at its own cost and expense, shall
maintain for the period covered by this Agreement professionalliabilily insurance for
licensed professionals performing work pursuant to this Agreement in an amount not less
than ONE MilLION DOLLARS ($1,000,000) covering the licensed professionals' errors
and omissions,
4.3,1 Any deductible or self"insured retention shall not exceed $150,000 per claim.
4.3.2 An endorsement shall state that coverage shall not be suspended, voided,
canceled by either party, reduced in coverage or in limits, except after thirty (30)
days' prior written notice by certified mail, return receipt requested, has been given
to the City.
4,3.3 The policy must contain a cross liability or severability of interest clause.
4.3.4 The following provisions shall apply if the professional liability coverag.es 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.
Consulting Services Agreement between
City of Dublin and David L. Sabby
July 19, 2005
Page 5 of 13
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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 aretroactive 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 Reaulrements.
4.4.1 Acceptabilitv of Insurers. All insurance required by this section is to be placed
with insurers with a Bests' rating ofoo less than A:VII.
4.4.2 Verification of coveraae. Prior to beginning any work under this Agreement,
Consultant shall furnish City with certificates of insurance and with original
endorsements effecting coverage required herein. The certificates and
endorsements for each insurance policy are to be signed by a person authorized
by that insurer to bind coverage on its behalf. The City reserves the right to
require complete, certified copies of all required insurance policies, at any time.
4,4,3 Subcontractors. Consultant shall include all subcontractors as insureds under its
policies or shall furnish separate certificates and endorsements for each
subcontractor. All coverages for subcontractors shall be subject to all of the
requirements stated herein.
4.4.4 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·lnsured Retentions. Consuliant shall disclose to and
obtain the approval of City for the self·insured retentions and deductibles before
beginning any of the services or work called for by any term of this Agreement.
During the period covered by this Agreement, oniy upon the prior express written
authorization of Contract Administrator, Consultant may increase such deductibles
or self·insured retentions with respect to City, its officers, employees, agents, and
voiunteers. The Contract Administrator may condition approvai of an increase in
Consulting Services Agreement between
City of Dubiin and David L. Sabby
Juiy 19, 2005
Page 6 of 13
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deductible or self·insured retention levels with a requirement that Consultant
procure a bond, guaranteeing payment of losses and related investigations, claim
administration, and defense expenses that is satisfactory in ali respects to each of
them.
4.4,6 Notice of Reduction in Coveraae. 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 Consuitant'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 exciusive 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 withhoid 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 RESPONSI81LITIES, Consultant shall
indemnify, defend with counsel seiected by the City, and hold harmless the City and its officials, officers,
employees, agents, and volunteers from and against any and all losses, liability, ciaims, suits, actions,
damages, and causes of action arising out of any personal injury, bodily injury, loss of life, or damage to
property, or any violation of any federal, state, or municipal law or ordinance, to the extent caused, in whole
or in part, by the willful misconduct or negligent acts or omissions of Consultant or its employees,
subcontractors, or agents, by acts for which they could be held strictly liable, or by the quality or character
of their work. The foregoing obligation of Consultant shall not apply when (1) the injury, loss of life, damage
to property, or violation of law arises wholly from the negligence or willful misconduct of the City or its
officers, employees, agents, or volunteers and (2) the actions of Consultant or its employees,
subcontractor, or agents have contributed in no part to the injury, loss of life, damage to property, or
violation of iaw. It is understood that the duty of Consultant to indemnify and hold harmless includes the
duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by City of insurance
certificates and endorsements required under this Agreement does not relieve Consultant from liability
under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall
apply to any damages or ciaims for damages whether or not such insurance policies shall have been
determined to appiy. By execution of this Agreement, Consultant acknowledges and agrees to the
provisions of this Section and that it is a material element of consideration.
Consulting Services Agreement between
City of Dublin and David L. Babby
July 19, 2005
Page 7 of 13
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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 Empioyees
Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Consultant shall
indemnify, defend, and hoid 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.
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.
6.2 Waiver of Employee 8enefits, 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 eiigibility 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.
6.3 Consultant No AClent. Except as City may specify in writing, Consultant shall have no
authority, express or implied, to act on behalf of City in any capacity whatsoever as an
agent. Consultant shall have no authority, express or implied, pursuant to this Agreement
to bind City to any obligation whatsoever.
Section 7. LEGAL REQUIREMENTS.
7.1 GoverninQ Law. The laws of the State of Califomia shall govern this Agreement.
7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with
all laws applicable to the peliormance of the work hereunder.
7.3 Other Governmental ReC1ulations. 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,
Consulting Services Agreement between
City of Dublin and David L. Babby
July 19, 2005
Page 8 of 13
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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.
7.5 Nondiscrimination and Eaual Opportunity. Consultant shall not discriminate, on the
basis of a person's race, religion, color, national origin, age, physicai 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 Consuitant under this
Agreement. Consultant shall comply with all applicable federal, state, and local laws,
policies, rules, and requirements related to equal opportunity and nondiscrimination in
employment, contracting, and the provision of any services that are the subject of this
Agreement, including but not limited to the satisfaction of any positive obligations required
of Consultant thereby.
Consultant shall include the provisions of this Subsection in any subcontract approved by
the Contract Administrator or this Agreement.
Section 8,
TERMINATION AND MODIFICATION.
8.1
Termination. City may cancel this Agreement at any time and without cause upon written
notification to Consultant.
Consultant may cancel this Agreement upon thirty (30) days' written notice to City and
shall include in such notice the reasons for cancellation.
In the event of termination, Consultant shall be entitled to compensation for services
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 materiais 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.
Consulting Services Agreement between
City of Dublin and David L. Babby
July 19, 2005
Page 9 of 13
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8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the
parties.
8.4 Assianment and Subcontractina. City and Consultant recognize and agree that this
Agreement contemplates personal performance by Consultant and is based upon a
determination of Consultant's unique personal competence, experience, and specialized
personal knowledge. Moreover, a substantial inducement to City for entering into this
Agreement was and is the professional reputation and competence of Consultant.
Consultant may not assign this 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 bv Consultant. If Consultant materially breaches any of the terms
of this Agreement, City's remedies shall included, but not be limited to, the following:
8.6.1 Immediately terminate the Agreement;
8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any
other work product prepared by Consultant pursuant to this Agreement;
8.6.3 Retain a different consultant to complete the work described in Exhibit A not
finished by Consultant; or
8.6.4 Charge Consultant the difference between the cost to complete the work
described in Exhibit A that is unfinished at the time of breach and the amount that
City would have paid Consultant pursuant to Section 2 if Consultant had
completed the work.
Section 9,
KEEPING AND STATUS OF RECORDS,
9.1
Records Created as Part of Consultant's Performance. All reports, data, maps,
models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications,
records, files, or any other documents or materials, in electronic or any other form, that
Consultant prepares or obtains pursuant to this Agreement and that relate to the matters
covered hereunder shall be the property of the City. Consultant hereby agrees to deliver
those documents to the City upon termination of the Agreement. It is understood and
agreed that the documents and other materials, including but not limited to those described
above, prepared pursuant to this Agreement are prepared specifically for the City and are
not necessarily suitable for any future or other use. City and Consultant agree that, until
final approval by City, all data, plans, specifications, reports and other documents are
Consulting Services Agreement between
City of Dublin and David L. Babby
July 19, 2005
Page 10 of 13
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confidential and will not be released to third parties without prior written consent of both
parties.
9.2 Consultant's 800ks and Records. Consultant shall maintain any and all ledgers, books
of account. invoices. vouchers, canceled checks, and other records or documents
evidencing or relating to charges for services or expenditures and disbursements charged
to the City under this Agreement for a 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 Govemment 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 Attornevs' Fees. If a party to this Agreement brings any action, including an action for
declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing
party shall be entitled to reasonable attorneys' fees in addition to any other relief to which
that party may be entitled. The court may set such fees in the same action or in a
separate action brought for that purpose.
10.2 Venue. In the event that either party brings any action against the other under this
Agreement, the parties agree that trial of such action shall be vested exclusively in the
state courts of California in the County of Alameda or in the United States District Court for
the Northern District of Califomia.
10.3 Severabilitv. If a court of competent jurisdiction finds or rules that any provision of this
Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so
adjudged shall remain in full force and effect. The invalidity in whole or in part of any
provision of this Agreement shall not void or affect the validity of any other provision of this
Agreement.
10.4 No Implied Waiver of 8reach. The waiver of any breach of a specific provision of this
Agreement does not constitute a waiver of any other breach of that term or any other term
of this Agreement.
10,5 Successors and Assians, The provisions of this Agreement shall inure to the benefit of
and shall apply to and bind the successors and assigns of the parties.
Consulting Services Agreement between
City of Dublin and David L. Babby
July 19,2005
Page 11 of 13
\~ilb"'lbo
1 0.6 Use of Recvcled Products. Consultant shall prepare and submit all reports, written
studies and other printed material on recycied paper to the extent it is available at equal or
less cost than virgin paper.
10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within
the corporate limits of City or whose business, regardless of location, would place
Consultant in a "conflict of interest," as that term is defined in the Political Refomr Act,
codified at California Government Code Section 81000 et seq.
Consuitant shall not employ any City official in the worll perfonned pursuant to this
Agreement. No officer or empioyee 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 Consuitant 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 perfonned 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 Califomia,
10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus group, or
interview related to this Agreement, either orally or through any written materials.
10.9 Contract Administration. This Agreement shall be administered by Community
Development Director ("Contract Administrator"). All correspondence shall be directed to
or through the Contract Administrator or his or her designee,
Consulting Services Agreement between
City of Dublin and David L. Babby
July 19, 2005
Page 12 of 13
~oolll [BOLB ON X~!XIJ 8~:8~ NO~ gOO~!9ULO
! 4-ot)&(1,.
07!~5!~005 11:31 FAX 825 833 66~"
cny OF DUBLIN
IdJ001/001
10.10 Notices. Any written noliO<:! 10 Consultant shall be sent to:
David L. Babby, RCA
P.O. BOX 25295
San Mateo. CA 94402
Any written notice to City shall be sent to:
City of DUblin
Attn: City Manager
100 Civic Plaza
Dublin, CA 94-568
10.12 InteQration. This Agreement. including !he scope of work attached hereto and
incorporated harein ;IIi E¡chibft A, repre,"n ¡ the enUre and inœgrnted' agreement between
City and Consultant and sU )I¡Ir¡¡edes all prior ne otlations, represenœlioos, or agmemênts,
either w~tten or Dr~l.
For: CITY OF DUBLIN
A Municipal CmporatlDn
CONSULTANT
~
QßSultlng Arborist
---
City
David L. Bibby, Prinçi
Attest:
Kay Keck, Cily Cieri<
ApprQved as to Form:
Elizabeth H. Silver. City Atlomey
G:\COH'mAC'I'~ ~""""...,.Ith 0,,". ""Ii>y_
Consultin9 Services A9reement bßtWðen
City of Dublin and David L. Babby
July 19, 2005
Page t3af 13
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1600'1'\'~
EXHI81T A
SCOPE OF SERVICES
Provision of consulting arborist services to the City of Dublin.
Said services shall be performed at the direction of the Community Development Director on an as·needed
basis,
Adiustment of Rates
Hourly rates shall be those set forth in Exhibit B (Payment Schedule)
Consulting Services Agreement between
City of Dublin and David L. Babby - Exhibit A
July 19, 2005
Page 1 of 1
EXHI81T 8
COMPENSATION SCHEDULE
City hereby agrees to pay Consuitant a sum not to exceed $95,00 per hour.
Consultant shall not bill for any reimbursable items,
I /..pCOrr'L
Consulting Services Agreement between
City of Dublin and David L. Babby - Exhibit B
July 19, 2005
Page 1 of 1
·
ARBOR RESOURCES
IlI1b .q 1,..
Professional Arboriculturol Consulting & Tree Care
DAVID L. BABBY, RCA
Registered Consulting Arborlst #399
Certified Arborist #WE-4001A
Profession: Arboricultural Consultant
Date: July 2005
SUMMARY OF QUALIFICATIONS
I have been involved in the study of trees for over 15 years and have held various positions
within the arboriculture and forestry consulting industry. My job duties involve diagnosing
the physiologic health and structural integrity of trees, reviewing development plans,
assessing potential tree impacts, providing mitigation measures, and appraising the
monetary value of trees.
EDUCATION
June 1995
Bachelor of Science Degree in Forestry and Natural Resources
Concentration: Environmental Management
California Polytechnic State University
San Luis Obispo, California
CERTIFICATIONS AND LICENSURE
American Society of Consulting Arborists Regigtered Member #399
International Society of Arboriculture Certified Arborist #WE-4001A
California Licensed Tree Service Contractor #796763
RELA TED CONSUL TNG PROJECTS
City of Saratoga, California 2002 to Current
City Arborist
I serve as the City Arborist for Saratoga and provide consulting services to the Community
Development Department. 1 review, analyze and comment on development plans; prepare
technical analyses and reports; perform site inspections during various development
phases; appraise monetary tree values; conduct peer review of third party arborist reports;
recommend tree protection bond amounts; and review tree removal pennits related to
development. 1 also assisted in revising the City's current Tree Ordinance.
P.O. Box 25295, San Mateo, California 94402 . Email: arborresources@comcast.net
Phone: 925.875.927J . Fax: 650.240,0777 . Licensed Contractor #796763
EXHIBIT A
·
ARBOR RESOURCES
!'tot C¡. h-
Profeuional Arboricultural Consulting & Tree Care
July 2005
David L. Babby, RCA
page 2
Town of Los Gatos, California 2002 to CUITent
Town Arborist
I serve as a Town Arborist for Los Gatos and provide consulting services to the
Community Development Dcpartment. I review, analyze and comment on development
project plans; prepare technical analyses and reports; appraise monetary tree values; and
conduct peer revi ew of third arborist reports.
City of Palo Alto, California 2000 to Current
Consulting Arborist (contracted directly and indirectly)
I provide consulting services to the City of Palo Alto's Department of Planning and
Community Environment for various City and private development projects. My
assignments include diagnosing and evaluating tree conditions, establishing tree
inventories, reviewing potential development impacts, preparing maps, performing regular
site inspections and recommending mitigation measures.
City of Campbell, California 2000 to 2002
Con.~ulting Arborist
I provided consulting services to the City of Campbell's Public Works Department. This
included evaluating demolition and construction activities occurring within close
proximity of trees and providing recommendations to mitigate damage. A risk assessment
of trees was also performed.
PROFESSIONAL MEMBERSmpS
American Society of Consulting Arborists
International Society of Arboriculture
INSURANCE COVERAGE
Arbor Resources carries {1} Commercial General Liabî1ity insurance in the amount of one
million dollars ($1,000,000) per each occurrence and two million dollars ($2,000,000) in
the aggregate, {2} Professional Liability insurance in the amount of one million dollars
($1,000,000) in the aggregate, {3} Automobile Liability insurance in the amount of one
mîllion dollars ($1,000,000) combined single limit, and {4} Worker's Compensation and
Employer's Liability in the amount of one mîllion dollars ($1,000,000) per accident.
P.O. Box 25295, San Mateo, California 94402 . Email: arborresource.@corncast.net
Phone: 925.875.9271 . Fax: 650.240.0777 . Licensed Contractor #796763
\ CfI7b ¿;f 1--
CONSULTING SERVICES AGREEMENT 8ETWEEN
THE CITY OF DU8L1N AND
CDRG
ON·CALL CONTRACT FOR PLANNING SERVICES
THIS AGREEMENT for consulting services is made by and between the City of Dublin ("City") and
CDRG ("Consultant") as of August 2, 2005
Section 1. SERVICES, Subject to the terms and conditions set forth in this Agreement, Consultant
shall provide to City the services described in the Scope of Services attached as Exhibit A at the time and
place and in the manner specified therein, In the event of a conflict in or inconsistency between the terms
of this Agreement and Exhibit A, the Agreement shall prevail.
1.1 Term of Services. The term of this Agreement shall begin on the date first noted above
and shall end one year thereafter, except that the Agreement shall be automatically
extended from year to year uniess the Agreement is otherwise terminated, as provided for
in Section 8,
1,2 Standard of Peñormance. Consultant shall perform all services required pursuant to this
Agreement in the manner and according to the standards observed by a competent
practitioner of the profession in which Consultant is engaged in the geographical area in
which Consultant practices its profession. Consultant shall prepare all work products
required by this Agreement in a substantial, first-class manner and shall conform to the
standards of quality normally observed by a person practicing in Consultant's profession,
1.3 Assicnment of Personnel. Consultant shall assign only competent personnel to perform
services pursuant to this Agreement. In the event that City, in its sole discretion, at any
time during the term of this Agreement, desires the reassignment of any such persons,
Consultant shall, immediately upon receiving notice from City of such desire of City,
reassign such person or persons.
1.4 Time. Consultant shall devote such time to the performance of services pursuant to this
Agreement as may be reasonabiy necessary to meet the standard of performance
provided in Section 1,2 above and to satisfy Consultant's obligations hereunder.
Section 2. COMPENSA nON. City hereby agrees to pay Consultant the hourly sum set forth in
Exhibit B, 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 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.
Consulting Services Agreement between
City of Dubiin and CDRG
EXHIBIT B
20Db .e¡ ¿.,
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
incumed 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 originai 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
Consuitant and any individual employee, agent, or subcontractor of Consultant
reaches or exceeds 800 hours (July 1 through June 30th);
· The Consultant's signature.
2.2 Monthly Payment. City shall make payments, based on invoices received, for services
satisfactorily performed, and for authorized reimbursable costs incurned, City shall have
30 days from the receipt of an invoice that complies with all of the requirements above to
pay Consultant.
2.3 Deleted.
2,4 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to
this Agreement. City shall not pay any additional sum for any expense or cost whatsoever
incurred by Consultant in rendering services pursuant to this Agreement. City shall make
no payment for any extra, further, or additional service pursuant to this Agreement.
In no event shali 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.
Consulting Services Agreement between
City of Dublin and CDRG
July 19,2005
Page 2 of 12
21 qf1 '2-,
2.5 Hourlv Fees. Fees for work peliormed by Consultant on an hourly basis shall not exceed
the amounts shown on the following fee schedule:
2.6 Reimbursable Expenses. Reimbursable expenses shall be included in the hourly rate
and not paid separately. .
2.7 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes
incurred under this Agreement and any similar federal or state taxes,
2.8 Payment upon Termination. In the event that the City or Consuitant 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 incunred to that date,
2.9 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 pelionm 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 may furnish physical facilities such as desks, telephone service, 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.
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 perfonmance 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 fonms of insurance satisfactory in all respects to the City, Consultant shall maintain the
insurance policies required by this section throughout the tenm 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.
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 Consuitant. The Statutory Workers'
Consulting Services Agreement between
City of Dublin and CDRG
July 19, 2005
Page 3 of 12
'yj A-¡.
?,,¡.~ ' .
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 Ihe
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 suspended, voided, canceled by
either party, reduced in coverage or in limits, except after thirty (30) days' prior written
notice by certified mall, return receipt requested, has been given to the City.
4.2 Commercial General and Automobile Liabllltv Insurance.
4.2.1 General reaulrements, Consultant, at its own cost and expense, shall maintain
commercial general and automobiie 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
Automobiie Liability fonm 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 shaH 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 automobiies.
4,2.2 Minimum scope of coveraae. Commercial general coverage shall be at least as
broad as Insurance Services Office Commercial General Liability occurrence fonm
CG 0001 (ed. 11/88) or Insurance Services Office form number GL 0002 (ed. 1/73)
covering comprehensive General Liability and Insurance Services Office form
number GL 0404 covering Broad Form Comprehensive Generai Liabiiity.
Automobiie coverage shall be at least as broad as Insurance Services Office
Automobile Liability fonm CA 0001 (ed, 12/90) Code 1 ("any auto"). No
endorsement shall be attached limiting the coverage.
4.2.3 Additional reauirements. 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 insureds with respect to each of the follqwing: liability arising out of
activities perfonmed by or on behalf of Consultant, including the insured's
Consulting Services Agreement between
City of Dublin and CDRG
July 19, 2005
Page 4 of 12
t. :';!f/) tq z....
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, empioyees, 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 shali not affect coverage provided to CiTY and its officers,
employees, agents, and volunteers,
e, An endorsement shail state that coverage shall not be suspended, voided,
canceled by either party, reduced in coverage or in limits, except after
thirty (30) days' prior written notice by certified mail, retum receipt
requested, has been given to the City.
4.3 Deleted
4.4 All Policies Reauirements.
4.4,1 Acceptability of insurers. Ail insurance required by this section is to be placed
with insurers with a Bests' rating of no less than A:VII.
4.4.2 Verification of coveraae. Prior to beginning any work under this Agreement,
Consultant shall fumish 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 ail required insurance policies, at any time.
4.4.3 Subcontractors, Consultant shall include ali subcontractors as insureds under its
policies or shail fumish separate certificates and endorsements for each
subcontractor, All coverages for subcontractors shall be subject to all of the
requirements stated herein,
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
Consulting Services Agreement between
City of Dublin and CDRG
July 19; 2005
Page 5 of 12
2~"'lí~
such insurance are either not commercially available, or that the City's interests
are otherwise fully protected.
4,4.5 Deductibles and Self·lnsured Retentions. Consultant shall disclose to and
obtain the approval of City for the self-insured retentions and deductibles before
beginning any of the services or work called for by any term of this Agreement.
During the period covered by this Agreement, only upon the prior express written
authorization of Contract Administrator, Consultant may increase such deductibles
or self-insured retentions with respect to City, its officers, employees, agents, and
volunteers, The Contract Administrator may condition approval of an incnease in
deductible or self-insured retention ievels with a requirement that Consultant
procure a bond, guaranteeing payment of losses and related investigations, claim
administration, and defense expenses that is satisfactory in all respects to each of
them.
4.4.6 Notice of Reduction In Coveraae. In the event that any coverage required by
this section is reduced, limited, or materially affected in any other manner,
Consuitant 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 RESPONSI81L1TIES. Consultant shall
indemnify, defend with counsel selected by the City, and hold harmless the City and its officials, officers,
employees, agents, and voiunteers from and against any and all losses, liability, claims, suits, actions,
damages, and causes of action arising out of any personal injury, bodily injury, loss of life, or damage to
property, or any violation of any federal, state, or municipal law or ordinance, to the extent caused, in whole
or in part, by the willful misconduct or negligent acts or omissions of Consultant or its employees,
subcontractors, or agents, by acts for which they could be held strictly liable, or by the quality or character
of their work. The foregoing obligation of Consultant shall not apply when (1) the injury. loss of life, damage
Consulting Services Agreement between
City of Dublin and CDRG
July 19, 2005
Page 6 of 12
2GI>b~-V
to property, or violation of law arises wholly from the negligence or willful misconduct of the City or its
officers, employees, agents, or volunteers and (2) the actions of Consultant or its employees,
subcontractor, or agents have contributed in no part to the injury, loss of life, damage to property, or
violation of law. It is understood that the duty of Consultant to indemnify and hold harmless includes the
duty to defend as set forth in Section 2778 of the California Civil Code, Acceptance by City of insurance
certificates and endorsements required under this Agreement does not relieve Consultant from liability
under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall
apply to any damages or claims for damages whether or not such insurance policies shall have been
determined to apply. By execution of this Agreement, Consultant acknowledges and agrees to the
provisions of this Section and that it is a material element of consideration,
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,
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.
6.2 Waiver of Employee 8eneflts. 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,
6.3 Consultant No AQent. Except as City may specify in writing, Consultant shall have no
authority, express or implied, to act on behalf of City in any capacity whatsoever as an
agent. Consultant shall have no authority, express or implied, pursuant to this Agreement
to bind City to any obligation whatsoever,
Section 7. LEGAL REQUIREMENTS,
7.1 GoverninQ Law, The laws of the State of California shall govern this Agreement.
Consulting Services Agreement between
City of Dublin and CDRG
July 1 g, 2005
Page 7 of 12
L tøl1/) 4 z,..--
7.2 Compliance with ADDlicable Laws. Consultant and any subcontractors shall comply with
all laws applicable to the performance of the work hereunder.
7.3 Other Governmental Reflulations. To the extent that this Agreement may be funded by
fiscal assistance from another govemmental entity, Consultant and any subcontractors
shall compiy with all applicable rules and regulations to which City is bound by the terms of
such fiscal assistance program.
7.4 Licenses and Permits, Consultant represents and warrants to City that Consultant and
its employees, agents, and any subcontractors have all licenses, permits, qualifications,
and approvals of whatsoever nature that are legally required to practice their respective
professions. Consultant represents and warrants to City that Consultant and its
employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect
at all times during the term of this Agreement any licenses, permits, and approvals that are
legally required to practice their respective professions, in addition to the foregoing,
Consultant and any subcontractors shall obtain and maintain during the term of this
Agreement valid Business Licenses from City.
7.5 Nondiscrimination and Eaual Opportunity. Consultant shall not discriminate, on the
basis of a person's race, religion, color, national origin, age, physical or mental handicap or
disability, medical condition, marital status, sex, or sexual orientation, against any
employee, applicant for employment, subcontractor, bidder for a subcontract, or participant
in, recipient of, or applicant for any services or programs provided by Consultant under this
Agreement. Consultant shall comply with all applicable federal, state, and local laws,
policies, rules, and requirements related to equal opportunity and nondiscrimination in
employment, contracting, and the provision of any services that are the subject of this
Agreement, including but not limited to the satisfaction of any positive obligations required
of Consultant thereby.
Consultant shall include the provisions of this Subsection in any subcontract approved by
the Contract Administrator or this Agreement.
Section 8.
TERMINATION AND MODIFICATION.
8.1
Tenmination, City may cancel this Agreement at any time and without cause upon written
notification to Consuitant.
Consultant may cancel this Agreement upon thirty (30) days' written notice to City and
shall include in such notice the reasons for cancellation.
In the event of termination, Consultant shall be entitled to compensation for services
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,
Consulting Services Agreement between
City of Dublin and CDRG
July 19, 2005
Page 8 of 12
2ï~~1'
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 Assh:mment and Subcontractin!:l. City and Consultant recognize and agree that this
Agreement contemplates personal performance by Consultant and is based upon a
determination of Consultant's unique personal competence, experience, and specialized
personal knowledge. Moreover, a substantial inducement to City for entering into this
Agreement was and is the professional reputation and competence of Consultant.
Consultant may not assign this Agreement or any interest therein without the prior written
approval of the Contract Administrator. Consultant shali 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 8reach by Consultant. If Consultant materially breaches any of the terms
of this Agreement. City's remedies shall included, but not be limited to, the following:
8.6.1 Immediately terminate the Agreement;
8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any
other work product prepared by Consultant pursuant to this Agreement;
8,6,3 Retain a different consultant to complete the work described in Exhibit A not
finished by Consultant; or
8.6.4 Charge Consuitant 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.
Consulting Services Agreement between
City of Dublin and CDRG
July 19, 2005
Page 9 of 12
2~ðb 41 V
Section 9. KEEPING AND STATUS OF RECORDS.
9.1 Records Created as Par! 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. Consultanthereby 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 suitabie for any future or other use. City and Consultant agree that, until
final approval by City, all data, pians, specifications, reports and other documents are
confidential and will not be released to third parties without prior written consent of both
parties.
9.2 Consultant's 800ks and Records. Consultant shall maintain any and all ledgers, books
of account, invoices, vouchers, canceled checks, and other records or documents
evidencing or relating to charges for services or expenditures and disbursements charged
to the City under this Agreement for a minimum of three (3) years, or for any ionger 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 Califomia Govemment 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 Attornevs' Fees. If a party to this Agreement brings any action, including an action for
declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing
party shall be entitied 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 a~tion or in a
separate action brought for that purpose,
10.2 Venue. In the event that either party brings any action against the other under this
Agreement, the parties agree that trial of such action shall be vested exclusively in the
state courts of California in the County of Alameda or in the United States District Court for
the Northern District of Caiifornia.
10.3 Severabilltv. 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
Consulting Services Agreement between
City of Dublin and CDRG
July 19, 2005
Page 10 of 12
20¡trb'1#--
adjudged shall remain in full force and effect. The invalidity in whole or in part of any
provision of this Agreement shall not void or affect the validity of any other provision of this
Agreement.
10.4 No ImDlied Waiver of 8reach. The waiver of any breach of a specific provision of this
Agreement does not constitute a waiver of any other breach of that tell1l or any other term
of this Agreement.
10.5 Successors and Assicms. The provisions of this Agreement shall inure to the benefit of
and shall apply to and bind the successors and assigns of the parties.
10.6 Use of Recvcled Products. Consultant shall prepare and submit all reports, wrttten
studies and other prtnted material on recycled paper to the extent it is available at equal or
less cost than virgin paper.
10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within
the corporate limits of City or whose business, regardless of location, would piace
Consultant in a "conflict of interest," as that tenn is defined in the Political Refoll1l Act,
codified at California Government Code Section 81000 et seq,
Consultant shall not empioy 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 vioiate 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. Consuitant understands that. if this Agreement is made in violation of
Govemment 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, inciuding
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.
10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus group, or
interview related to this Agreement, either orally or through any written materiais.
10.9 Contract Administration. This Agreement shall be administered by Community
Development Director ("Contract Administrator"). All correspondence shall be directed to
or through the Contract Administrator or his or her designee.
Consulting Services Agreement between
City of Dublin and CDRG
July 19,2005
Page 11 of 12
Jul 22 05 07:02..
OT/20/2QQó 1S:Qa FAX 826 833 ÇÇ29
CITV OF ÐUBLIN
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10.10 Notice., Any written notice to Consuitant shall be sent to:
CDRG
330 Hazel Awnue
Mlllbrae, CA 94030
Any written nolice to City shall be sent tD;
City of Dybnn
Altn; City Menager
100 CivIt Plaza
Dublin. CA 94566
10.12 Intearatlon, This Agreem!1f1t, int¡ludingthe soope of work attaå1ed hereto and
incorporalad herein as Exhibit A, represents the enlire and integrated agreement between
City and Consultant Imo $\I )ØfsadeB all priot negotiations, representati<Jns, or agreem9f1ts.
either written or oral.
CIty
For: CITY OF DUBLIN
A MunIcipal COljlOratlon
Attest:
Kay Keel<.. City Clerk
Approved as to Form:
Elizabeth H. Sillier, City Attorney
GjCON'rRACT!!lOo-COII_.... CDRG....
Consulting SetIIlœs Agrêl':ment between
City of Dublin ano CDRG
July 19. 2005
Page 12 of 12
----
07/22/2005 FRI 07,03 [TX/RX NO 9642] ~002
3 \ Ub ('I -¿,."
EXHI81T A
SCOPE OF SERVICES
Provision of planning and other development services including, but not limited to, environmental,
architectural, landscape architectural and/or biological consulting services to the City of Dublin regarding:
o Processing of development entitlements
Said services shall be perfonmed at the direction of the Community Development Director on an as-needed
basis,
Adiustment of Rates
Hourty rates shall be those set forth in Exhibit B (Payment Scheduie)
Consulting Services Agreement between
City of Dublin and CDRG - Exhibit A
July 19, 2005
Page 1 of 1
EXHI81T 8
COMPENSATION SCHEDULE
City hereby agrees to pay Consultant a sum not to exceed $95.00 per hour.
Consultant shall not bill for any reimbursable items,
'~;¡Db~Ÿ
Consulting Services Agreement between
City of Dublin and CDRG· Exhibit B
July 19, 2005
Page 1 of 1
·.-'""
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3 ".3. Itb'tt/
Urban Planning . EnvIronmental . Redevelopment· Land Use Economics· Project Management
FIRM DESCRIPTION
Community Development Resources Group (CDRG) staff has had the opportunity to assist numerous
public agencies and the development community in California. CDRG's clients are offered the distinct
advantage of a multi-disciplinary practice, deep in resources and experience. Tom Williams. principal
staff of the finn, has successfully completed many urban and regional planning projects including permit
processing and development negotiations for some of California's most visible and complex planning
projects, geneml plan updates including Housing Element certification by HCD, environmental
documents, zoning ordinance preparation, economic development strmegies, redevelopment plans,
assessment district and Mello-Roos CFD financing plans, and fiscal and economic impact analysis, In
addition, the 111111 has provided various forms of planning and real estate advisory services nmging from
due diligence, pre-submittal analysis and processing of penuits, to preparation of Specific Plans and
permit streamlining improvements. The areas of expertise offered by CDRG include:
CURRENT PLANNING
Project Application Processing and Management
Professional Staff Assistance
Degign Review and Analysis
Site Planning
Public Presentations
Pennit Streamlining Programs
Community Facilitation
Due Diligence and Feasibility Studies
NPDES Review and Site Planning
ENVmONMENTAL PLANNING
CEQAlNEPA Compliance
Environmental Assessments and Determination
In itia\ Studies
Negative Declarations
Environmental Impact Reports
Opportunities and Constraints Analysis
Mitigation Monitoring
Habitat Conservation Planning
TIrird Party Environmental Review
Resource Agency and Pennit Processing
330 Hazel Avenue
Millbrae, California 94030
LONG RANGE PLANNING PROGRAMS
General. Plan Updates and Amendments
Specific Plans
Community and Area Plans
Concept Planning
Land Use Planning Analysis
Ordinance Preparation
Zoning Code Administration
Housing Programs
Downtown Revitalization Plans
ECONONUCANDFINANC~SERVICES
Economic Development and Revitalization
Market and Fiscal Impact Analysis
Land Based Financing
Facility Financing Plans
Financial Feasibility Studies
Cost-Benefit Analysis
Cost Recovery Programs
Redevelopment Planning and Analysis
Tax Increment Analysis
Business Retention/Revitalization
Phone: (650) 784~3434
Fax: (650) 692-6680
EXHIBIT A
Thomas C. Williams
Principal
QUALIFICATIONS
3 t.f "èfi ."..
Over eigbteen years of experience in urban planning, land development, redevelopment, community and
investment program planning, negotiations and project facilitation.
Throughout my career I have demonstrated my successful ability to communicate both oral1y and in
writing. I have been responsible for, and have made, nnmerOUS presentations to shareholders, boards, City
Councils, Redevelopment Agencies, Planning Commissions, the media, and the public at large. I have
led, managed, and coordinated large teams and consultants responsible for all phases of planning,
develOplIlent and redevelopment. I am a. highly effective leader, manager and communicator. As such,
technical expertise and experience that I offer includes:
Redevelopment;
Blight Studies and Assessment
Project Area Committee Oversight
Project Area Fonnation
Tax Increment Analysis
Disposition and Development Agreement Negotiations
Owner Participation Agreements
Downtown Revitalization Programs
Relocation Programs
Bond Capacity and Debt analysis
Project and Five Year Implementation Plans
E~'(J"/1"'1c and FI"ancial:
Economic and Financial Feasibility Analysis
CostlBenefit Analysis
Highest and Best Use Analysis
Project Financing Alternatives
Sales Leakage and Market Analysis
Business Retention and Attraction Programs
RELATED ACCOMPLISHMENTS
Planning and D/!Velopment:
Site Analysis/Site Planning
Site Design and Site Improvement
Development Strategies and Phasing
Pennit Processing and Entitlements
Zoning Cooe Updates
CEQA and NEPA Processing
Public Participation Programs
Specific and Master Plan Preparation
General Plan Preparation
Policy and Regulatory Planning
Pr/1ject Manag"",e..t:
Proj ect Scope Development
Budgeting and Scheduling
ArchitectJEngineerlContractor Selection
Project Team Management
Program Planning
Coordination ofprojeet Reviews
Prepared and implemented several key ordinances including Growth Management, Hil1side Development,
Neighborhood Preservation and Building Nuisances for municipalities in the State ofCalifomia.
Utilized a process of research and trends analysis to prepare short and long tenn market forecasting
models concerning multiple variables including rate of growth, demographics, socioeconomics, and
development costs to estimate demand and absorption for residential, maritime, and commercial land
uses.
Managed the comprehensive master plans, including entitlement, policy, infrastructure and site design for
large scale residential and mixed use projects throughout California. Projects range from 2,220 residential
unit Master Planned Communities to highly dense urban in-fill pr~iects.
330 Hazel Avenue
Millbrae, California 94030
Phone: (650) 784-3434
Fax: (650) 692-6680
EDUCATION
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B.A. Public Administration with concentration in City Planning,
San Diego State University, San Diego California
Graduate Studies Public Administration with concentration in Economics,
San Diego State University, San Diego, Califomia
EXPERIENCE
Principal
Community Development Resources Group
Manage planning, redevelopment, housing and development consulting activities
Millbrae, California (2/05- present)
Director of Commullity Development
City of San Bruno
Responsible for Department Management and Operations including Planning, Redevelopmeut, and
Building
San Bruno, California (12103-2/05)
A~"Sistant Director of Community Developnumt
Town of Los Gatos
Managed Planning and Building Operations
Los Gatos, California (5102-12/03)
Principal
McGill Martin Self, Inc.
Department Manager Responsible for Planning, Economic and Redevelopment Activities
Walnut Creek, California (9/98-5/02)
Prillcipal
Pacific Municipal Consultants
Managed Redevelopment, Housing, Economic and Land Use Planning Projects
San Francisco, California (7/96-9/98)
Senior Assacime
Williams-Kuebelbeck & Associates
Managed Redevelopment, Housing, Economic and Land Use Planning Projects
San Francisco, California (6/94-7/96)
Senior Planner - Juniar Planner
City of San Diego, Supervised Development Planning and Redevelopment Projects
San Diego, California (6/87--6/94)
AFFILIATIONS
Senator Torlekson's JobslHousing Balance Citizens Task Force
Past Member, Board of Directors, Peninsula Healthcare District, San Mateo, CA.
Urban Land Institute
Building Industry Association
California Redevelopment Association
American Planning Association
330 Hazel Avenue
Mil/brae, California 94030
Phone: (650) 784-3434
Fax (650) 692-6680
~r1{)tt¡v
CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF DUBLIN AND
Gillarde Planning & Consulting
ON-CALL CONTRACT FOR PLANNING SERVICES
THIS AGREEMENT for consulting services is made by and between the City of Dublin ("City") and
Gillarde Planning & Consulting ("Consultant") as of August 2. 2005.
Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant
shall provide to City the services described in the Scope of Services attached as Exhibit A at the time and
place and in the manner specified therein, In the event of a confiict in or inconsistency between the terms
of this Agreement and Exhibit A, the Agreement shall prevail.
1.1 Term of Services. The term of this Agreement shall begin on the date first noted above
and shall end one year thereafter, except that the Agreement shall be automatically
extended from year to year unless the Agreement is otherwise terminated, as provided for
in Section 8.
1.2 Standard of Performance. Consultant shall peliorm all services required pursuant to this
Agreement in the manner and according to the standards observed by a competent
practitioner of the profession in which Consultant is engaged in the geographical area in
which Consultant practices its profession. Consultant shall prepare all work products
required by this Agreement in a substantial, first-class manner and shall conform to the
standards of quality normally observed by a person practicing in Consultant's profession.
1.3 AssiQnment of Personnel. Consultant shall assign only competent personnel to peliorm
services pursuant to this Agreement. In the event that City, in its sole discretion, at any
time during the term of this Agreement, desires the reassignment of any such persons,
Consultant shall, immediately upon receiving notice from City of such desire of City,
reassign such person or persons,
1.4 Time. Consultant shall devote such time to the peliormance of services pursuant to this
Agreement as may be reasonably necessary to meet the standard of peliormance
provided in Section 1,2 above and to satisfy Consultant's obligations hereunder,
Section 2. COMPENSATION, City hereby agrees to pay Consuitant the hourly sum set forth in
Exhibit B, notwithstanding any contrary indications that may be contained in Consultant's proposal, for
services to be peliormed and reimbursable costs incurred under this Agreement. In the event of a confiict
between this Agreement and Consultant's proposal, attached as Exhibit A, regarding the amount of
compensation, the Agreement shall prevail. City shaH 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,
Consultantshall not bill City for duplicate services peliormed by more than one person.
Consulting Services Agreement between
City of Dublin and Gillarde Pianning & Consulting
EXHIBIT C
31Vf.; 11-"
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 durtng 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 availabie 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 reimbursabie 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 (July 1 through June 30th);
· The Consultant's signature.
2.2 Monthlv Pavment City shall make 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 Deleted.
2.4 Total Pavment. City shall pay for the services to be rendered by Consultant pursuant to
this Agreement. City shall not pay any additional sum for any expense or wst 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.
Consulting Services Agreement between
City of Dublin and Gillarde Planning & Consulting
July 19, 2005
Page 2 of 12
;;. <6 t>b~r-¡"
2.5 Hourlv Fees. Fees for work periormed by Consultant on an hourly basis shall not exceed
the amounts shown on the following fee schedule:
2.6 Reimbursable EXDenses, Reimbursable expenses shall be included in the hourly rate
and not paid separately.
2.7 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes
incurred under this Agreement and any similar federal or state taxes,
2,8 Payment UDon 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 iogs and
timesheets in order to verify costs incurred to that date.
2.9 Authorization to Perform Services. The Consultant is not authorized to perionn 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 perfonn 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 may fumish physical faciiities such as desks, telephone service, 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.
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 perfonnance of the
work hereunder by the Consultant and its agents, representatives, empioyees, 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.
4.1 Workens' ComDensation. 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'
Consulting Services Agreement between
City of Dublin and Gillarde Planning & Consulting
July 19, 2005
Page 3 of 12
3q~{ ?~
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 soleiy 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 perfonmed under this Agreement.
An endorsement shall state that coverage shall not be suspended, voided, canceled by
either party, reduced in coverage or in limits, except after thirty (30) days' prior written
notice by certified mail, return receipt requested, has boon given to the City.
4.2 Commercial General and Automobile Liability Insurance.
4.2.1 General reaulrements. Consultant, at its own cost and expense, shall maintain
commercial general and automobiie 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
Automobiie Liability fonm or other fonm with a general aggregate limit is used,
either the general aggregate limit shall apply separately to the work to be
perfonmed under this Agreement or the general aggregate limit shall be at least
twice the required occurrence limit. Such coverage shall include but shall not be
limited to, protection against claims arising from bodily and personal injury,
including death resulting therefrom, and damage to property resulting from
activities contemplated under this Agreement, including the use of owned and non-
owned automobiles.
4.2.2 Minimum scope of coveraae, Commercial general coverage shall be at least as
broad as Insurance Services Office Commerciai General Liability occurrence form
CG 0001 (ed. 11/88) or Insurance Services Office form number GL 0002 (ed. 1173)
covering oomprehensive General Liabiiity and Insurance Services Office form
number GL 0404 covering Broad Form Comprehensive General Liability.
Automobile coverage shall be at least as broad as Insurance Services Office
Automobile Liability fonm CA 0001 (ed. 12/90) Code 1 ("any auto"). No
endorsement shall be attached limiting the coverage.
4.2.3 Additional reQuirements, Each of the following shall be included in the
insurance coverage or added as an endorsement to the policy:
a. City and its officers, employees, agents, and volunteers shall be covered
as insureds with respect to each of the following: liability arising out of
activities performed by or on behalf of Consultant, including the insured's
Consulting Services Agreement between
City of Dublin and Gillarde Pianning & Consulting
July 19, 2005
Page 4 of 12
LfD øo ct "
general supervision of Consultant; products and completed operations of
Consultant; premises owned, occupied, or used by Consultant; and
automobiles owned, leased, or used by the Consultant. The coverage
shall contain no special limitations on the scope of protection afforded to
City or its officers, employees, agents, or volunteers,
b. The insurance shall cover on.an occurrence or an accident basis, and not
on a claims-made basis.
c. An endorsement must state that coverage is primary insurance with
respect to the City and its officers, 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 suspended, voided,
canceled by either party, reduced in coverage or in limits, except after
thirty (30) days' prior written notice by certified mail, return receipt
nequested, has been given to the City.
4.3 Deieted
4.4 All Policies Reauirements.
4.4.1 Acceptability of insurers. All insurance required by this section is to be placed
with insurers with a Bests' rating of no less than A:VII.
4.4.2 Verification of coveraae. Prior to beginning any work under this Agreement,
Consultant shall furnish City with certificates of insurance and with original
endorsements effecting coverage required herein. The certificates and
endorsements for each insurance policy are to be signed by a person authorized
by that insurer to bind coverage on its behalf. The City reserves the right to
require complete, certified copies of all nequired insurance policies, at any time,
4.4.3 Subcontractors. Consultant shall include all subcontractors as insureds under its
policies or shall furnish separate certificates and endorsements for each
subcontractor. All coverages for subcontractors shall be subject to all of the
requirements stated herein,
4.4.4 Variation. The City may approve a variation in the foregoing insurance
requirements, upon a determination that the coverages, scope, limits, and forms of
Consulting Services Agreement between
City of Dublin and Gillarde Planning & Consulting
July 19, 2005
Page 5 of 12
Lf10t ~ ).-
such insurance are either not commercially available, or that the City's interests
are otherwise fuliy protected.
4.4.5 Deductlbles and Self·lnsured Retentions, Consultant shall disclose to and
obtain the approval of City for the self-insured retentions and deductibles before
beginning any of the services or work called for by any term of this Agreement.
During the period covered by this Agreement, only upon the prior express written
authorization of Contract Administrator, Consultant may increase such deductibles
or self-insured retentions with respect to City, its officers, employees, agents, and
volunteers. The Contract Administrator may condition approvai of an increase in
deductible or self-insured retention levels with a requirement that Consultant
procure a bond, guaranteeing payment of losses and related investigations, claim
administration, and defense expenses that is satisfactory in all respects to each of
them.
4.4.6 Notice of Reduction in CoveraCle. 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 faiis 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 altematives 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 withhoid 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 RESPONSI81L1TIES. Consultant shall
indemnify, defend with counsel selected by the City, and hold harmless the City and its officials, officers,
employees, agents, and volunteers from and against any and all losses, liability, claims, suits, actions,
damages, and causes of action arising out of any personal injury, bodily injury, loss of life, or damage to
property, or any violation of any federal, state, or municipal law or ordinance, to the extent caused, in whole
or in part, by the wiliful misconduct or negligent acts or omissions of Consultant or its employees,
subcontractors, or agents, by acts for which they couid be held strictly liable, or by the quality or character
of their work. The foregoing obligation of Consultant shall not apply when (1) the injury, loss of life, damage
Consulting Services Agreement between
City of Dublin and Gillarde Planning & Consulting
July 19, 2005
Page 6 of 12
lfz.&b ~}..-
to property, or violation of law arises wholly from the negligence or willful misconduct of the City or its
officers, empioyees, agents, or voiunteers and (2) the actions of Consultant or its employees,
subcontractor, or agents have contributed in no part to the injury, loss of life, damage to property, or
violation of law. It is understood that the duty of Consultant to indemnify and hold hanmless includes the
duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by City of insurance
certificates and endorsements required under this Agreement does not relieve Consultant from liability
under this indemnification and hold hanmless clause, This indemnification and hold harmless clause shall
apply to any damages or claims for damages whether or not such insurance policies shall have been
detenmined to apply. By execution of this AgreemenÌ, Consultant acknowledges and agrees to the
provisions of this Section and that it is a material element of consideration,
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,
Section 6.
6.1
6,2
6,3
Section 7,
7.1
STATUS OF CONSULTANT.
Indeoendent 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.
Waiver of Employee Benefits. 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 heneby 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.
Consultant No Aaent. 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,
LEGAL REQUIREMENTS.
Governina Law. The laws of the State of California shall govern this Agreement.
July 19, 2005
Page 7 of 12
Consulting Services Agreement between
City of Dublin and GiIIsrde Planning & Consulting
11..2..-d ~. ..,
ì;..,P' C '11.,,"
7.2 ComDliance with ADDlicable Laws. Consultant and any subcontractors shall comply with
all laws applicable to the performance of the work hereunder.
7.3 Other Governmental Reaulations. To the extent that this Agreement may be funded by
fiscal assistance from another govemmental 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 Penmits. Consultant represents and warrants to City that Consuitant and
its employees, agents, and any subcontractors have all licenses, penmits, qualifications,
and approvals of whatsoever nature that are legally required to practice their respective
professions, Consultant nepresents 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 tenm of this Agreement any licenses, penmits, 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.
7.5 Nondiscrimination and Eaual ODDortunitv. 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 iaws,
policies, rules, and requirements related to equal opportunity and nondiscrimination in
employment, contracting, and the provision of any services that are the subject of this
Agreement, including but not limited to the satisfaction of any positive obligations required
of Consultant thereby.
Consultant shall include the provisions of this Subsection in any subcontract approved by
the Contract Administrator or this Agreement.
Section 8.
TERMINATION AND MODIFICATION.
8.1
Termination, City may cancel this Agreement at any time and without cause upon written
notification to Consultant.
Consultant may cancel this Agreement upon thirty (30) days' written notice to City and
shall include in such notice the reasons for cancellation.
In the event of tenmination, Consultant shall be entitled to compensation for services
perfonmed to the effective date of tenmination; City, however, may condition payment of
such compensation upon Consultant delivering to City any or all documents, photographs,
Consulting Services Agreement between
City of Dublin and Gillarde Planning & Consulting
July 1 g, 2005
Page 8 of 12
L.. l.fCb ?\)..^
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 nequire a
wrttten 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. Similarty, 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 Assianment and Subcontractina, City and Consultant recognize and agree that this
Agreement contemplates personal performance by Consultant and is based upon a
determination of Consultant's unique personal competence, experience, and specialized
personal knowledge, Moreover, a substantial inducement to City for entering into this
Agreement was and is the professional reputation and competence of Consultant.
Consultant may not assign this 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 prtor 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 8reach by Consultant. If Consultant materially breaches any of the terms
of this Agreement. City's remedies shall included, but not be limited to, the following:
8.6.1 Immediately terminate the Agreement;
8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any
other work product prepared by Consultant pursuant to this Agreement;
8.6.3 Retain a different consultant to complete the work described in Exhibit A not
finished by Consultant; or
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.
Consulting Services Agreement between
City óf Dublin and Gillarde Planning & Consulting
July 19, 2005
Page 9 of 12
t.f?~41--
Section 9. KEEPING AND STATUS OF RECORDS.
9.1 Records Created as Part of Consultant's Performance. All reports, data, maps,
models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications,
records, files, orany other documents or materials, in electronic or any other fomn, 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 temnination of the Agreement. It is understood and
agneed 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 futune or other use. City and Consultant agree that, until
final approval by City, all data, plans, specifications, reports and other documents are
confidential and will not be released to third parties without prior written consent of both
parties,
9,2 Consultant's 800ks and Records. Consultant shall maintain any and all ledgers, books
of account, invoices, vouchers, canceled checks, and other records or documents
evidencing or relating to charges for services or expenditures and disbursements charged
to the City under this Agreement for a 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 Govemment Code Section 8546.7, if the amount of public funds
expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000,00), the
Agneement 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 Attornevs' Fees. If a party to this Agreement brings any action, including an action for
declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing
party shall be entitled to reasonable attorneys' fees in addition to any other relief to which
that party may be entitled. The court may set such fees in the same action or in a
separate action brought for that purpose.
10.2 Venue. In the event that either party brings any action against the other under this
Agreement, the parties agree that trial of such action shall be vested exclusively in the
state courts of California in the County of Alameda or in the United States District Court for
the Northern District of California.
10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this
Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so
Consulting Services Agreement between
City of Dublin and Gillarde Planning & Consulting
July 19, 2005
Page 10 of 12
%fJb41--
adjudged shall remain In full force and effect. The invalidity in whole or in part of any
provision of this Agreement shall not void or affect the validity of any other provision of this
Agreement.
10.4 No implied Waiver of 8reach, 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 tenm
of this Agreement.
10.5 Successors end Assians. The provisions of this Agreement shall inure to the benefit of
and shall apply to and bind the successors and assigns of the parties.
10.6 Use of Recycled Products. Consultant shall prepare and submit all reports, written
studies and other printed material on recycled paper to the ex1ent it is available at equal or
less cost than virgin paper,
10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within
the corporate limits of City or whose business, regardless of location, would place
Consultant in a "conflict of interest," as that term is defined in the Political Refonm Act,
codified at California Government Code Section 81000 et seq.
Consultant shall not employ any City official in the work pelfonmed pursuant to this
Agreement. No officer or employee of City shall have any financial interest in this
Agreement that would violate Califomia 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 officiai 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 §10S0 et.seq" the entire Agneement 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 prosecutionfor a violation of Government Code § 1090 and, if
applicabie, will be disqualified from holding public office in the State of California,
10.8 Solicitation. Consultant agrees notto solicit business at any meeting, focus group, or
interview related to this Agreement, either orally or through any written materials.
10.9 Contract Administration. This Agreement shall be administered by Community
Development Director ('Contract Administrato~'). All correspondence shall be directed to
or through the Contract Administrator or his or her designee.
Consulting Services Agreement between
City of Dublin and Gillarde Planning & Consulting
July IS, 2005
Page 11 of 12
FROM :GPC FAX NO. :92~-258-9400
07/20/2005 16.48 tA~ $25 633 Gazs CI;~ OF DUBLIN
J~l. 22 2005 Ø9:~lRM P2
Ili001/01i1
YÎÐ-b ., V' '
10.10 Notic", Any written notice to ConsulumUhatl be sent to:
C3l11arde Planning II consu1ling
J 18 Tappan TI\'1'8I:'.&
Qrlndll, CA 94563
Any written nob tQ City shall bo sell! ID:
City of Dublin
Aitn; CIty Man"l er
1 00 Clvk; Plaza
Dublin, CA 945ô8
10,' 2 lntiIal'aUoJ1" T11Is A;reenwnt, including !he llcope of wort; attllohlld heralD and
incorpo!'\l1llO høreln as E:mbtt A, ~pl'ElSIòf1Is the en~re and Integrated agreement bltween
C¡~ end Consuttant and supersedes all prior negoUatlons, represenœtlon., or IIQreements.
eUhllr ",riltlln or oral.
For; CITY OF DUBLIN
A Municipal Corporation
CONSULTANT
CIIY
~Á~""
Brenda Glllarde
.
R ,otJ/'#..oI-4n
Attest.
Kay KIIok, City Clerk
APPJ'O\Ißd as j¡¡ FOfTll:
Elizabeth H, Sliver, CIIy Attornll'¡'
G.:~ONTftA.CTS\Ort.~AgrMrnlllf1l. with GIMiI!I Pllfllq:doc
ConsulIln~ Serviœs Agreemomt bf!tVAmn
City of Dublin and GiUarrJe Planning & Consulting
.............,..,-'...._--
July 1 Q, 2005
Page 12.of12
07/22/2005 FRI OS; 52 [TX/RX NO 9845] III 002
Lf%no 6Iv-
EXHIBIT A
SCOPE OF SERVICES
Provision of pianning and other development services including, but not limited to, environmental,
architectural, landscape architectural and/or bioiogical consulting services to the City of Dublin regarding:
o Processing of development entitlements
Said services shall be perfonmed at the direction of the Community Deveiopment Director on an as-needed
basis.
Adiustment of Rates
Hourly rates shall be those set forth in Exhibit B (Payment Schedule)
Consulting Services Agreement between
City of Dublin and Gillarde Planning & Consulting - Exhibit A
July 19, 2005
Page 1 of 1
EXHI81T B
COMPENSATION SCHEDULE
City hereby agrees to pay Consultant a sum not to exceed $95.00 per hour.
Consultant shaH not bill for any reimbursable items.
I.f4 DQ t4 2.-"
Consulting Services Agreement between
City of Dublin and GilIarde Planning & Consulting" Exhibit B
July 19, 2005
Page 1 of 1
?DUb1'-V
QUALIFICATIONS STATEMENT
BRENDA A. GILLARDE
318 Tappan Terrace
Orinda, CA 94563
925.258.9400 (office)
925.788.7742 (mobile)
brenda(âJalllarde.com
HIGHLIGHTS
24 years planning experience in the publiC and private sector
Well versed in current and advanced planning principals .
Extensive knowledge of CEQA and preparation of complex EIRs
. Diligent, persistent, articulate, personable
MANAGEMENT EXPERIENCE
Acting Planning Director in Director's absence
Directed multi-disciplinary consultant teams on complex EIR projects
Built new working relationships between City departments
Formulated planning department operational recommendations
Assisted in preparation of planning department budget
Successfully resolved contentious issues on high-profile projects
ADVANCED PLANNING EXPERIENCE
Prepared three general plans (Sonoma, Walnut Creek and Benicia)
Project manager for Housing Element update, General Plan implementation (326
programs), two major specific plans/ErRs (10,000 acres/21,OOO units/! million
square feet commercial space)
Procure and manage CDBG and Technical Assistance grants
Prepared LAFCO-mandated Municipal Service Review
Oversee affordable housing opportunities and production
CURRENT PLANNING EXPERIENCE
Extensive design review of large scale; single family homes In upscale community
Prepared over 15 EIRs for complex residential and commercial projects
Secured all planning approvals for a rapid growthdrive-thru espresso company
Project manager for formulation .of new mixed use zoning district, downtown
streetscape master plan, EIR for large cogeneration project at local refinery,
second unit ordinance revisions, downtown parking study
Staff to City Council, Planning Commission, Open Space Committee
EXHIBIT A
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PROFESsidNALlÚS~ORY' "'. .' .' ' . ,'.. \,', '
,Principal:Planper):ltY' of Benkla, i998 ~:2009 . ..', . '.
".. ,,'DlrectÓrof'Ëntitlemeilts;Cafflr'Íó; lr£,Pleasåntcin,1995-'1997 < ,..' ., " ,.... .... .''',' . .. ."
'Planning'ConsLiltant; Gillari:lePlanqlng and Cónsùltir:JQ¡ 1986.1995 and !997-1998 ',' ".
LandLJse/ElÎvlroiirtÏEHital Plånner,,'WPMPlat:lnlng' Team, .19&1-i986 .' . ..,.. "
.' i .6nYirqnmental.plàri.ner,Gounty,ofMåhn"1979c198L, :,,' ::: "; ,"
,')' . ,\ . .,;. ' '.', ~ '/'." . oJ " 1 . .,' ( i': ".' ".,'., . . . ' . .
". " !/ . . ':', .'
EDUcATION:., .., "'.'," '( .,. " ..',. ", ...'....,'
.: .', ..' ·BÅ:~,i3i(')ldgy;,@b'n:ië~¡¡lJn·iJér;,i~~ spd~ane;.W~:l971·'.(,..
. '. 'E\S ..., Resot¡rce :Ma':!agement/LçmdPi¡¡nning.UC Berkeley. 1980 . '. ..';' .
. .." ...:.. .pòstGraduate "":Land Use/Envirorimént¡¡l Planning: ... SFStàte.· '+-~80-19B2 . ,..,'
. ,','\ ,"'\' ,.1 ':',', ',) ':"":'-', <I '":::: ,..., ',':.' , "-:' ",'. '.' i,. "',: ,',.. ',' :.;'" . ' ,', ,," ',". ,'; ". , ""
RELATEDACTIVITIES , . 'v "".. ....., " '. '.' . . . . .'. .'
. . . parÎiC,ipantJii 2001A?002 Smart GrOWth WOrl<SI:lOpsfof,SolanøCountY '. . .
. ." ....., ..... Panelist for'!i\fálriut Creek public television prpgrai:n on regional pJanning'·· .
. Có~produœd\f;deò.onGenetal. Plan Update for, locàl 'puDlfé: television" .....
., . . Guestiri.strÜdor for env1ronment¿¡lplannlrig èlaS$àt SonoÌ11a State,'. . .'
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REEERÉNCeS.UPONREQUEST .... '. .'"
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'GILLARDE 'PLÂNNING&''¿ONSULftNG '.' "
. REPRESENTATIve PROJEcrLÌ5T,'
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., Over$eeing t~)(f:amè!Jdn1ents 'toincorpòratè recent chánges'in '.
legislation' for dEmsltY 'bolÌuses,'secönd-' .unitS· and 'öther:text
amefldme~ts "relåtedtb parking .for o!Jt(jòor ,dihing:> " .
<Cit< Of .~enidë¡} : '.' " .'
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.... PrePë¡reçl and reCeived ar!f>rovl!l of LAfC9riìimda~ed MS~:.
'(CityofBenicia), ........." ,'" .' ..... ,,,......... .'
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SPhereoHnflLJen~~Study"p;e~~~i:IY WòrkrRgvVCitv'ofBeni~iain responding toCoûhty's' ....
. . proposal.i:o módify. i1:SSOI (3SI!" result oftt-iereéér:itly' approlÌed
.':MSR.'·" . . .. " ...... . .'" ..
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Reports. ' .
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'" Consultant Teams
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. . Prepåred general plans for three c:ities..··
. . (Benicia/Walriut (lreek, Sonoma) i .
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. Preparing first outline of,approach, to an Update, detailing major
. p:oject.PhaSesë¡ndpubIiCoutreachoptiqns:: . .
(LSA/CitY o'f:LodiJ". i . . '...'. ,., ..' .' . '"
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Project ManagerfÒr completeelèment update., Selected, hired
and 'ma'nag'edconsultingfirm'toprepareelemerif. 'Received, .'
'HCDapprolÌál on first roundofreview: " ,
(City of Benida) ,. '.....,'"
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", ,Dúblin' SpeCific Plans,' . ,.' . , " '. '. . ,
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Wri~e, edit; manage l~rgèscale EIRsfor residentiåland. .
. c0l'f! mer-cial. develqpment'
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".Work'With applicants to,successfullyprocessminç¡rand major.
projêct:5(i:les1gn reView; subdivisic;ms, use pei'Fillts) iIlCluding,
, . 'two: më¡jor church, campuses j~ Benicia., 'Currently working with
c:olle~uè oil major residential devèk)pment in North Richmond
involving complex wetlands; BCDC andothèr junisdicti'onal,. .
'issues'., .,' '...'. ",.'.' . .,' ..,., ,.. .. . .
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Manage multi~diSGip1lnary consultant te,a;"s ónla;ge"s¡::alè .,. "
, planning and environmental reitiewproJectS.Sèlect .',
,consultaRts,prepare!review ciDntrac:ts, manage cóntracts ¡Hid
'workproductS¡, ensuretímeline? are met. " . '
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6~;V
CONSULTING SERVICES AGREEMENT 8ETWEEN
THE CITY OF DUBLIN AND
Chandler W, Lee, AICP
ON-CALL CONTRACT FOR PLANNING SERVICES
THIS AGREEMENT for consulting services is made by and between the City of Dublin ("City") and
Chandler W. Lee, AICP ("Consultant") as of August 2, 2005.
Section 1, SERVICES, Subject to the terms and conditions set forth in this Agreement, Consultant
shall provide to City the services described in the Scope of Services attached as Exhibit A at the time and
place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms
of this Agreement and Exhibit A, the Agreement shall prevail.
1.1 Term of Services. The term of this Agreement shall begin on the date first noted above
and shall end one year thereafter, except that the Agreement shall be automatically
extended from year to year unless the Agreement is otherwise terminated, as provided for
in Section 8.
1.2 Standard of Performance. Consultant shall perform all services required pursuant to this
Agreement in the manner and according to the standards observed by a competent
practitioner of the profession in which Consultant is engaged in the geographical area in
which Consultant practices its profession. Consultant shall prepare all work products
required by this Agreement in a substantial, first-class manner and shall conform to the
standards of quality normally observed by a person practicing in Consultant's profession,
1.3 AsslQnment of Personnel, Consultant shall assign only competent personnel to perform
services pursuant to this Agreement. In the event that City, in its sole discretion, at any
time during the term of this Agreement, desires the reassignment of any such persons,
Consultant shall, immediately upon receiving notice from City of such desire of City,
reassign such person or persons,
1.4 Time. Consultant shall devote such time to the performance of services pursuant to this
Agreement as may be reasonably necessary to meet the standard of performance
provided in Section 1,2 above and to satisfy Consultant's obligations hereunder.
Section 2. COMPENSATION. City hereby agrees to pay Consultant the hourly sum set forth in
Exhibit B, 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 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 oniy
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,
Consulting Services Agreement between
City of Dublin and Chandler W, Lee, AICP
EXHIBIT D
~5 C'itft'j.,
Consultant and City acknowledge and agree that compensation paid by City to Consultant under this
Agreementis 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, 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 avaiiable 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 (July 1 through June 30th);
· The Consultant's signature.
2.2 Monthlv Payment. City shall make 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 Deleted.
2.4 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to
this Agreement. City shall not pay any additional sum for any expense or cost whatsoever
incurred by Consultant in rendering services 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
amOLJnt 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 properiy
executed change order or amendment.
Consulting Services Agreement between
City of Dublin and Chandler W. Lee, AICP
July 19, 2005
Page 2 of 12
;;1Þ 'tft ¡..
2.5 Hourlv Fees. Fees for work performed by Consultant on an hourly basis shall not exceed
the amounts shown on the following fee schedule:
2.6 Reimbursable Expenses. Reimbursable expenses shall be included in the hourly rate
and not paid separately.
2.7 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes
incurred under this Agreement and any similar federal or state taxes,
2.8 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 jncunred for work satisfactorily completed as
of the date of written notice of termination, Consultant shall maintain adequate iogs and
timesheets in order to verify costs incurred to that date.
2.9 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 oniy under the terms and conditions set forth herein.
City may fumish physical facilities such as desks, telephone service, 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.
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 nequired 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,
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'
Consulting Services Agreement between
City of Dublin and Chandler W, Lee, AICP
July 19, 2005
Page 3 of 12
6-¡iib &¡ ¡,...
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 aiternative,
Consultant may rely on a self-insurance program to meet those requirements, but only If
the program of self-insurence 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 provldecl, 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 suspended, voided, canceled by
either party, reduced in coverage or in limits, except after thirty (30) days' prior wrttten
notice by certified mail, return receipt requested, has been given to the City,
4.2 Commercial General and Automobile Llabllltv Insurance.
4.2.1 General reauirements, 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 generai 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 ciaims arising from bodily and personal injury,
including death resulting therefrom, and damage to property resulting from
activities contemplated under this Agreement, including the use of owned and non-
owned automobiles,
4.2.2 Minimum scope of coveraae. Commercial general coverage shall be at least as
broad as Insurance Services Office Commercial General Liability occurrence form
CG 0001 (ed, 11/88) or Insurance Services Office form number GL 0002 (ed, 1173)
covering comprehensive General Liability and Insurance Services Office form
number GL 0404 covering Broad Form Comprehensive General Liability.
Automobile coverage shall be at least as broad as Insurance Services Office
Automobile Liability form CA 0001 (ed, 12190) Code 1 ("any auto"). No
endorsement shall be attached limiting the coverage.
4.2.3 Additional reauirements. 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 insureds with respect to each of the following: liability arising out of
activities peliormed by or on behalf of Consultant, including the insured's
Consulting Services Agreement between
City of Dublin and Chandler W. Lee, AICP
July 19, 2005
Page 4 of 12
~Jb't)¿
general supervision of Consultant; products and completed operations of
Consultant; premises owned, occupied, or used by Consultant; and
automobiles owned, leased, or used by the Consultant. The coverage
shall contain no special limitations on the scope of protection afforded to
City or its officers, employees, agents, or volunteers,
b. The insurance shall cover on an occurrence or an accident basis, and not
on a claims-made basis.
c, An endorsement must state that coverage is primary insurance with
respect to the City and its officers, 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 shail not be suspended, voided,
canceled by either party, reduced in coverage or in limits, except after
thirty (30) days' prior written notice by certified mail, return receipt
requested, has been given to the City.
4.3 Deleted
4.4 All Policies ReQuirements,
4.4,1 Ac:c:eptabllitv of insurers. All insurance required by this section is to be placed
with insurers with a Bests' rating of no less than A:VII.
4.4.2 Verification of coveraae. Prior to beginning any work under this Agreement,
Consultant shall furnish City with certificates of insurance and with original
endorsements effecting coverage required herein. The certificates and
endorsements for each insurance policy are to be signed by a person authorized
by that insurer to bind coverage on its behalf. The City reserves the right to
require complete, certified copies of all required insurance policies, at any time.
4.4.3 Subcontractors. Consultant shall include all subcontractors as insureds under its
policies or shall fumish separate certificates and endorsements for each
subcontractor. All coverages for subcontractors shall be subject to all of the
requirements stated herein.
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
Consulting Services Agreement between
City of Dublin and Chandler W. Lee, AICP
July 19, 2005
Page 5 of 12
9ti Ub 4' z..-
such insurance are either not commercially available, or that the City's interests
are otherwise fully protected.
4.4.5 Deductlbles and Self·lnsured Retentions. Consultant shall disclose to and
obtain the approval of City for the self-insured retentions and deductibles before
beginning any of the services or work called for by any term of this Agreement.
During the period covered by this Agreement, only upon the prior express written
authorization of Contract Administrator, Consultant may increase such deductibles
or self-insured retentions with respect to City, its officers, employees, agents, and
volunteers. The Contract Administrator may condition approvai of an increase in
deductibie or self-insured retention levels with a requirement that Consultant
procure a bond, guaranteeing payment of losses and related investigations, claim
administration, and defense expenses that is satisfactory in all respects to each of
them,
4.4.6 Notice of Reduction In Coveraae. 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 altematives 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, INDEMNIFICA nON AND CONSULTANT'S RESPONSI81L1TIES. Consultant shall
indemnify, defend with counsel selected by the City, and hold harmless the City and its officials, officers,
employees, agents, and volunteers from and against any and all iosses, liability, claims, suits, actions,
damages, and causes of action arising out of any personal injury, bodily injury, loss of life, or damage to
property, or any violation of any federal, state, or municipal law or ordinance, to the extent caused, in whole
or in part, by the willful misconduct or negligent acts or omissions of Consultant or its employees,
subcontractors, or agents, by acts for which they could be held strictly liable, or by the quality or character
of their work. The foregoing obligation of Consultant shall not apply when (1) the injury, loss of life, damage
Consulting Services Agreement between
City of Dublin and Chandler W. Lee, AICP
July 19, 2005
Page 6 of 12
[PO 1\Q "Í v-~
to property, or violation of law arises wholly from the negligence or willful misconduct of the City or its
officers, employees, agents, or volunteers and (2) the actions of Consultant or its employees,
subcontractor, or agents have contributed in no part to the injury, loss of life, damage to property, or
violation of law. It is understood that the duty of Consultant to indemnify and hold harmless includes the
duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by City of insurance
certificates and endorsements required under this Agreement does not relieve Consultant from liability
under this indemnification and hold harmless clause, This indemnification and hold harmless clause shall
apply to any damages or claims for damages whether or not such insurance policies shall have been
determined to apply. By execution of this Agreement, Consultant acknowledges and agrees to the
provisions of this Section and that it is a material element of consideration.
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 empioyee and/oremployer 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,
Section 6. STATUS OF CONSULTANT.
6.1 Independent Contractor. At ali 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 Agreernent 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.
6.2 Waiver of Employee Benefits. 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.
6.3 Consultant No AQent. Except as City may specify in writing, Consultant shall'have no
authority, express or implied, to act on behalf of City in any capacity whatsoever as an
agent. Consultant shall have no authority, express or implied, pursuant to this Agreement
to bind City to any obligation whatsoever.
Section 7. LEGAL REQUIREMENTS,
7.1 GoverninQ Law. The iaws of the State of Califomia shall govern this Agreement.
Consulting Services Agreement between
City of Dublin and Chandler W. Lee, AICP
July 19, 2005
Page 7 of 12
&IWO ~b
7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with
all laws applicabie to the performance of the work hereunder,
7,3 Other Governmental Reaulations. To the extent that this Agreement may be funded by
fiscal assistance from another govemmental entity, Consultant and any subcontractors
shall comply with all applicable rules and regulations to which City is bound by the terms of
such fiscal assistanoe 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 practioe their respective professions. In addition tothe foregoing,
Consultant and any subcontractors shall obtain and maintain during the term of this
Agreement valid Business Licenses from City.
7,5 Nondiscrimination and Eaual OpPortunitv, 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, ruies, and requirements related to equal opportunity and nondiscrimination in
employment, contracting, and the provision of any services that are the subject of this
Agreement, inciuding but not limited to the satisfaction of any positive obligations required
of Consultant thereby,
Consultant shall include the provisions of this Subsection in any subcontract approved by
the Contract Administrator or this Agreement.
Section 8.
TERMINATION AND MODIFICATION.
8.1
Termination, City may cancel this Agneement at any time and without cause upon written
notification to Consultant.
Consultant may canoel this Agreement upon thirty (30) days' written notice to City and
shall inciude 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,
Consulting Services Agreement between
City of Dublin and Chandler W, Lee, AICP
July 19, 2005
Page 8 of 12
t.it Db" 'þ
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 exciusive discnetion, 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 Assianment and Subcontractina. City and Consultant recognize and agree that this
Agreement contemplates personal performanDe by Consultant and is based upon a
determination of Consultant's unique personal competence, experience, and specialized
personal knowledge, Moreover, a substantiai 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 Octions ucon 8reach bv Consultant. If Consultant materially breaches any of the terms
of this Agreement, City's remedies shall included, but not be limited to, the following:
8.6.1 Immediately terminate the Agreement;
8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any
other work product prepared by Consultant pursuant to this Agreement;
8.6.3 Retain a different consultant to compiete 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.
Consulting Services Agreement between
City of Dublin and Chandler W. Lee, AICP
July 19, 2005
Page 9 of 12
lÞ 3> r;t{f ¡.,-
Section 9. KEEPING AND STATUS OF RECORDS.
9.1 Records Created as Part of Consultant's Performance. All reports, data, maps,
modeis, charts, studies, surveys, photographs, memoranda, pians, studies, specifications,
records, files, or any other documents or materials, in electronic or any other form, that
Consultant prepares or obtains pursuant to this Agreement and that relate to the matters
covered hereunder shall be the property of the City. Consultant hereby agrees to deliver
those documents to the City upon termination of the Agreement. It is understood and
agreed that the documents and other materials, including but not limited to those described
above, prepared pursuant to this Agreement are prepared specifically for the City and are
not necessarily suitable for any future or other use. City and Consultant agree that, until
final approval by City, all data, plans, specifications, reports and other documents are
confidential and will not be released to third parties without prior written consent of both
parties.
9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books
of account, invoices, vouchers, canceled checks, and other records or documents
evidencing or relating to charges for services or expenditures and disbursements charged
to the City under this Agreement for a 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,
andJor 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 Attornevs' Fees. If a party to this Agreement brings any action, Including an action for
declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing
party shall be entitied to reasonabie attorneys' fees in addition to any other relief to which
that party may be entitled. The court may set such fees in the same action or in a
separate action brought for that purpose.
10.2 Venue. In the event that either party brings any action against the other under this
Agreement, the parties agree that trial of such action shall be vested exclusively in the
state courts of California In the County of Alameda or in the United States District Court for
the Northern District of Califomia.
10.3 Severabilitv. If a court of competent jurisdiction finds or rules that any provision of this
Agreement is invalid, void, or unenforceable, the provisions ofthis Agreement not so
Consulting Services Agreement between
City of Dublin and Chandier W. Lee, AICP
July 19, 2005
Page 10 of 12
(p Y-"t/~ v
adjudged shall remain in full force and effect. The invalidity in whole or in part of any
provision of this Agreement shall not void or affect the validity of any other provision of this
Agreement.
10,4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this
Agreement does not constitute a waiver of any other breach of that term or any other term
of this Agreement.
10.5 Successors and Asslcms. The provisions of this Agreement shall inure to the benefit of
and shall apply to and bind the successors and assigns of the parties,
10.6 Use of Recycled Products. Consultant shali prepare and submit ali reports, written
studies and other printed material on recycled paper to the extent it is availabie at equal or
less cost than virgin paper.
10.7 Conflict of Interest. Consuitant may serve other clients, but none whose activities within
the corporate limits of City or whose business, regardless of location, would piace
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 shali not employ any City officiai in the work peliormed pursuant to this
Agreement. No officer or employee of City shall have any financial interest in this
Agreement that wouid 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. Consuitant understands that, if this Agreement is made in violation of
Government Code §1090 ef.seq., the entire Agreement is void and Consultant will not be
entitled to any compensation for services peliormed 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.
10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus group, or
interview related to this Agreement, either orally or through any written materials.
10.9 Contract Administration. This Agreement shall be administered by Community
Development Director ("Contract Administrator"). AIi correspondence shall be directed to
or through the Contract Administrator or his or her designee.
Consulting Services Agreement between
City of Dublin and Chandler W. Lee, AICP
July 19, 2005
Page 11 of12
~5 C1t/t-¡...-
10.10 Notices. Any written notice to Consultant shall be sent to:
Chandler W, Lee, AICP
940 Diamond Street
San Francisco, CA 94114
Any written notice to City shall be sent to:
City of Dublin
Attn City Manager
100 Civic Plaza
Dublin, CA 94568
10.12 InteClration. This Agreement, including the scope of work attached hereto and
incorporated herein as Exhibit A, represents the entire and integrated agreement between
City and Consultant and supersedes all prior negotiations, representations, or agreements,
either written or oral.
For: CITY OF DUBLIN
A Municipal Corporation
CONSULTANT
City
Chandler W. Lee, AICP
Attest:
Kay Keck, City Clerk
Approved as to Form:
Elizabeth H. Silver, City Attorney
G:\CONTRACTSIOn-Call Agreement with Chandler Lee,doo
Consulting Services Agreement between
City of Dublin and Chandler W. Lee, AICP
July 19, 2005
Page 12 of 12
Jul 2~ O~ 12:41p Chandl~~ L~e
07/25/2005 11 17 F^X 925 633 GS26 CITV OF OU6LI~
41~ 282-9816
p.2
~001/001
1¡;(·¡;Pff1 V'
1U.10 Notices. Any writtli!O ooliœ to Coosultam sha" be senlto,
Chandler W I..e, AICP
940 Diamond Street
San Francisco, CA 94114
Any WIiltan notice to City shall be sent 10:
City of Dublin
Altn: CIty Manager
100 Civic Plaza
Dublin, CA S4568
10.12 Intearation. This Agl$ement, including the scope of work att!ll:hed hereto and
incorporated herein as Exhibit A, represents the enUre and integrated agreement betwet!n
City and Consultanl iIIId supersedes all prior negotiations, representations, or agreements,
el\her written or oral.
Fo~ CITY OF DUBLIN
A Municipal Corporation
CONSULTANT
CIty
(~ C-----
ChRndlar W. Lae, AlGI'
Atlest:
Kay Keck, City Clerk
Approved as to Form:
Elizabeth H. Sliver. City Attorney
O:\CON'fRACTS\On-C"1 Þ.øll:efnern ... Chi'*" '-=,QOI;I
Consulting Services Agreemenl between
City of Dublin and Chandler W. Lee, AIOP
July 19, 200S
Pa¡)e 12 of 12
07/25/2005 MON 13:22 ['l'X/IU NO 9686] 141002
!ø 1~?
EXHI81T A
SCOPE OF SERVICES
Provision of planning and other development services including, but not limited to, environmental,
architecturai, landscape architectural and/or biological consulting services to the City of Dublin regarding:
o Processing of development entitlements
Said services shall be performed at the direction of the Community Development Director on an as-needed
basis.
Adiustment of Rates
Hourly rates shall be those set forth in Exhibit B (Payment Scheduie)
Con suiting Services Agreement between
City of Dublin and Chandler W. Lee, AICP - Exhibit A
July 19, 2005
Page 1 of 1
lÞ'6ftötf 'b
EXHI81T 8
COMPENSATION SCHEDULE
City hereby agrees to pay Consultant a sum not to exceed $95.00 per hour.
Consultant shall not bill for any reimbursable items,
Consulting Services Agreement between
City of Dublin and Chandler W, Lee, AICP - Exhibit B
July 19, 2005
Page 1 of 1
(¿¡.1D7) q:ì-
Chandler W. Lee, AICP
City Planninf; Consultant
STATEMENT OF QUALIFICATIONS
I specialize in managing large scale planning projects for local government agencies.
Since 1991. [ have provided contract planning services to several public agencies including;
City of Alameda: project planning, entitJements and environmental review for a 215 acre mixed u8e site
that is the first phase of the conversion of the Alameda Naval Air Station to civiiian use. Involvement
includes weekJy coordination among City departments, consultants, other public agencies and the
appHcant, Catellus Development Corporation. Also, assist staff in master planning for the 1,500 acre
former Alameda Naval Air Station including affordable housing, historic preservation and toxic issues.
City of Fremont: project manager for a transit oriented development Specific Plan and EIR for a 330
acre area surrounding the proposed Warm Springs BART station.
City of Pal 0 Alto: processing of major development applications, general plan amendments, rer.onings,
environmental assessments, preparation of staff reports, and other current planning work for the City
Council, Planning Commission, and Architectural Review Board. See attached list of projects.
City of Orinda: project planning, entitlements and environmental review for the 1,000 acre Gateway
Valley residential'open space project; and for the transit~oriented Pine Grove in-fill project.
City of Berkeley: review of a Master Use Permit, mitigation monitoring program and EIR for the
expansion of Alta Bates hospital; management of a parking/circulation study in West Berkeley.
City of Albany: coordination of a community planning process for the Golden Gate Fields site and
project manager for the restoration of Lower Codornices Creek.
Sonoma County Agricultural Preservation and Open Space District: preparing a county-wide plan for
prioritizing the acquisition of open space including agriculture, greenbelts, natural resources and parks.
Alameda County Planning Department: project review, staff report preparation, environmental review,
as well as written and oral presentations to Plarming Commission and Board of Supervisors. Completed
a comprehensive update of the Aiameda County General Plan, focusing on the 418 square mi1e East
County Area Plan, The plan includes an urban growth boundary, open space land trust, transit-oriented
development guideJines, and subregional planning policies.
Association of Bay Area Governments (ABA G): author of a local government guidebook for
improving the San Francisco Bay Estuary through local plans and programs. Also assisted staff in
developing subregional pi arming guidelines, an air quality guidebook for ]ocal agencies, and transit-
oriented design guidelines for reviewing local development projects,
940 Diamond Street
Telephone 415-282-4446
San Francisco, CA 94114
Fax 415-282-9816
ChandlerLe@aol.com
EXHIBIT A
7f)~"f1--
1986-1991 Principal Planner. City of Pleasant on
Served as Assistant Planning Director; coordinated all advanced planning and inter-agency
activiIics; supervised a staff of ten; fonnulated City policies and programs; developed staff and
consultants' budgets and schedules; hired all personnel; provided oral and written presentations to
public officials, Managed inter-departmental staff review of several large scale development
projects. Coordinated the preparation of five large Specific Plans, a Downtown Redevelopment
Plan and related EIRs.
1983 - 1985 Chandler W. Lee. City Planning Consultant
Served as prime contractor for a comprehensive update of Pleasant on's General Plan; wrote and edited
the final document; and made written and oral presentations to City Council and Commjssions. Co-
authored the City's Transportation Systems Management (fSM) Ordinance.
1977 - 1982 Associate. WPM. Planning Consultants
Served as proj eat manager; responsible for hiring and supervising staff; developed budgets and
schedulcs; coordinated and edited the work of subcontractors; produced final reports; and made
presentations to City Councils and Planning Commissions.
Prepared comprehensive general plans for Antioch, Brentwood, and Grass Valley. Prepared specific
plans for a large, mixed use development project in Antioch, an industrial park adjacent to the Napa
County Airport, and a master planned development in Monterey County. Prepared an update to the
Petaluma growth management plan and environmental design program. Prepared envIronmental
impact reports on several residential, comm~'I'cial, industrial and public facility projects as well as
community plans. Prepared airport environs land use plans for reducing noise, land use conflicts, and
public controversy surrounding San Francisco and Monterey Airports.
EDUCATION
A.B, U.C. Berkeley Urban-Economic Geography 1977
Undergraduate Studies Middlebury College Middlebury, VT.
PROFESSIONAL AWARDS
American Planning Association Northern California Chapter Award for "The Pleasanton Plan"
APA Northern California Chapter Honorable Mention for "Improving Air Quality Through Local Plans
and Programs: A Guidebook for City and County Governments" (with. ABAG & BAAQMD)
APA Northern California Chapter Award for the county-wide Open Space Acquisition Plan (with the
Sonoma County Agricultural Preservation and Open Space District)
MTC A ward for the Pleasanton Transportation SysteIT1ß Management (ISM) Ordinance
PROFESSIONAL ACTIVITIES
Lecturer on land use, transportation, growth management, comprehensive planning, and air quality at
professional conferences and universities including the American Planning Association, International
City Management Association, California Plann~rs Foundation, University of California - Berkeley, San
Francisco State University, MTC, BAAQMD, and the Center for California Studjes.
í 'ð:b If v'
REPRESENTATIVE LIST OF CURRENT PLANNING PROJECTS IN PALO ALTO
I was the project planner responsible for the foI1owing projects, including analyzing site plans,
architectural design, landscape plans, and circulation and parking as well as preparing staff
reports, conducting environmental assessments, preparing conditions of project approval and
presenting 10 the Architectural Review Board, Planning Commission and City Council.
Palo Alto Medical Foundation Campus: Rcview of the redevelopment of a series of properties
formerly occupied by P AMP near Downtown. Coordination, site planning and design review of two
large condominium buildings, a ten lot single family subdivision with detached second units, eleven
neW single family homes, a two aCre public park, streetscape improvements as wel1 as preservation and
rehabilitation of five historic homes. Involvement includes weekly coordination among City
departments and the applicants, SummerHil1 Homes and Premier Properties.
Downtown Palo Alto: Review of the conversion of a former bank into a ground floor retail space
featuring an interactive cafe and retaiJ software tenant at 353 University; the conversion of a 1960s 15
story mid-rise office tower into a mixed use complex of ground floor retail, restaurant, public atrium, art
gaI1cry, and office uses at 525 University Avenue; and conversion of diJapidated bicycle shop into a
contemporary retail and office space with mezzanine terrace at 401 High Street. Issues focused on
enhancing the pedestrian environment in Downtown Palo Alto with street trees, ground floor retail uses,
clear glass windows and storefronts, and human scale architecture.
Stanford Research Park: Review of a new two story 49,500 square foot office huilding and related site
improvements at 2550 Hanover Street and a new 42,870 square foot office/research and development
buiJding at 3300 Hillview Avenue, Issues involved the adaptation of a contemporary architectural and
landscape design to a redevelopment site, uSe of riparian vegetation adjacent to a creek, clean up of
contaminated groundwater, as weI1 as typical site plalming issues.
Golf Course Master Plan: Review of a Ma..,ter Plan for rebuilding the Palo Aha Municipal Golf
Course including upgrading of the golf course drainage and irrigation system, as well as renovations to
the golf course, driving range, parking, and clubhouse facilities located at 1875 Embarcadero Road,
¡",ues included preservation of nesting raptor and burrowing owl habitat, clean up of hazardous
materials, uSe of redaimed water for ilTigation, compatibility with adjacent airport operations, wetlands
preservation, and protection from flooding from San. Francisco Bay.
Mitigation Monitoring Program: Review of the Palo Alto YMCA's compliance with a Mitigation
Monitoring Program for a Conditional Use Permit relating to traffic, parking, landscaping, and
construction issues affecting the expansion of the YMCA at 3412 Ross Road.
Residential Infill: Review ofa neW 35 unit three story condominium complex and subterranean parking
garage on a one acre infill parcel on the site of the former Linus Pauling Institute Laboratories at 440
Page Mi1l Road. Review of a 46 unit apartment complex at 4020 El Camino.
Schools: Review of Use Permit, architectural review and envirornnontal assessment ofa master plan for
the Mid Peninsula Jewish Community Day School and for the Early Leaning Center private school.
Hotel: Review ofTezoning and building!site plans for ARB, Planning Commission, and City Council
approval ofa 194 room Westin Hate] at the entrance to Stanford University and Downtown Palo Alto
1iq{'(v
Chandler W.Lee, AlCP
City Planning Consullanl
SELECTED LIST OF CLIENT REFERENCES
I. Association of Bav Area Governments
2. Citv of Alameda Planning Department
Ceil Scandone, Regional Planner
P.O. Box 2050
Oakland, CA 94607
510-464-7900
Jerry Cormack, Planning Manager
2263 Santa Clara Avenue # 120
Alameda, CA 94501
510-748-4554
3. Alameda Countv Planning Department
Chris Bazar, Planning Director
Deborah Stein, Former Assistant Planning Director (She is now Assistant Director with City of
Portland 503-823-6991)
399 Elmhurst
Hayward, CA 94533
510-670- 5400
4. City of Berke lev
Dan Marks, Planning Director 510-981-7401
Oil Kelley, former Planning Director (He is now Planning Director for the City of Portland)
503-823-6990
Margaret Kavanaugh-Lynch, former Senior Planner (Now with PMC 510-272-4991)
2120 Milvia Street
Berkeley, CA 94704
5. City of Palo Alto
6. Sonoma County Agriculture and Open Space
District
Lisa Grote, Chief Planning OfficiaJ
250 Hamilton Avenue
Palo Alto, CA 94031
415-329-2441
Andrea Mackenzie, Senior Open Space Planner
747 Mendocino Avenue #100
Santa Rosa, CA 95401
707-524-7360
940 Diamond Street San Francisco, CA 94114
Telephone 415-282-4446 Fax 415-282-9816
1 ~:J'bÞìy
CONSULTING SERVICES AGREEMENT 8ETWEEN
THE CITY OF DU8L1N AND
Richard F . Tooker
ON-CALL CONTRACT FOR PLANNING SERVICES
THIS AGREEMENT for consulting services is made by and between the City of Dublin ("City") and
Richard F. Tooker ("Consultant") as of August 2,2005.
Section 1. SERVICES, Subject to the terms and conditions set forth in this Agreement, Consultant
shall provide to City the services described in the Scope of Services attached as Exhibit A at the time and
place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms
of this Agreement and Exhibit A, the Agreement shall prevail.
1.1 Term of Services. The term of this Agreement shall begin on the date first noted above
and shall end one year thereafter, except that the Agreement shall be automatically
extended from year to year unless the Agreement is otherwise terminated, as provided for
in Section 8.
1,2 Standard of Performance. Consultant shall perform all services required pursuant to this
Agreement in the manner and according to the standards observed by a competent
practitioner of the profession in which Consultant is engaged in the geographical area in
which Consultant practices its profession, Consultant shall prepare all work products
required by this Agreement in a substantial, first·class manner and shall conform to the
standards of quality normally observed by a person practicing in Consultant's profession,
1.3 AssiQnment of Personnel. Consultant shall assign only competent personnel to perform
services pursuant to this Agreement. In the event that City, in its sole discretion, at any
time during the term of this Agreement, desires the reassignment of any such persons,
Consultant shall. immediately upon receiving notice from City of such desire of City,
reassign such person or persons.
1.4 Time. Consultant shall devote such time to the performance of services pursuant to this
Agreement as may be reasonably necessary to meet the standard of performance
provided in Section 1.2 above and to satisfy Consultant's obligations hereunder.
Section 2. COMPENSATION. City hereby agrees to pay Consultant the hourly sum set forth in
Exhibit B. 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 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,
Consulting Services Agreement between
City of Dublin and Richard F, Tooker
EXHIBIT E
í'-f~q"'t.
Consultant and City acknowledge and agree that compensation paid by City to Consuitant 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 perfonmed and reimbursable costs
incurred prior to the invoice date. Invoices shall contain the following infonmation:
· Serial identifications of progress bills; Le., Progress 8i11 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 (July 1 through June 30th);
· The Consultant's signature.
2.2 Monthlv Pavment. City shall make payments, based on invoices received, for services
satisfactorily perfonmed, 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 Deleted.
2.4 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to
this Agreement. City shall not pay any additional sum for any expense or cost whatsoever
incurred by Consultant in rendering services 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.
Consulting Services Agreement between
City of Dublin and Richard F. Tooker
July 19, 2005
Page 2 of 12
Î ?"~ .I( b-
2.5 Hourlv Fees. Fees for work performed by Consultant on an hourly basis shall not exceed
the amounts shown on the following fee schedule:
2.6 Reimbursable Expenses. Reimbursable expenses shall be included in the hourly rate
and not paid separately.
2.7 ' Payment of Taxes. Consultant is solely responsibie for the payment of employment taxes
incurred under this Agreement and any similar federal or state taxes,
2.8 Payment upon Termination, In the event that the City or Consultant terminates this
Agreement pursuant to Section 8, the City shall compensate the Consuitant 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.
2.9 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 may furnish physical facilities such as desks, telephone service, fiiing cabinets, and conference space,
as may be reasonably necessary for Consultant's use whiie 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.
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 perfonmance 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.
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'
Consulting Services Agreement between
City of Dublin and Richard F. Tooker
July 19, 2005
Page 3 of 12
1f..ÞúQ'1).-
Compensation Insurance and Employer's Liability Insurance shall be provided with limits of
not less than ONE MILLION DOLLARS ($1,000,000.00) per accident In the alternative,
Consultant may rely on a self-insurance program to meet those requirements, but only if
the program of self-insurance complies fully with the provisions of the California Labor
Code, Determination of whether a self-insurance program meets the standards of the
Labor Code shall be solely in the discretion of the Contract Administrator. The insurer, if
insurance is provided, or the Consultant, if a program of self-insurance is provided, shall
waive all rights of subrogation against the City and its officers, officials, employees, and
volunteers for loss arising from work performed under this Agreement.
An endorsement shall state that coverage shall not be suspended, voided, canceled by
either party, reduced in coverage or in limits, except after thirty (30) days' prior written
notice by certified mail, return receipt requested, has been given to the City,
4.2 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 automobiies.
4.2.2 Minimum scope of coveraae. Commercial general coverage shall be at least as
broad as Insurance Services Office Commercial General Liability occurrence form
CG 0001 (ed. 11/BB) or Insurance Services Office form number Gl 0002 (ed. 1/73)
covering comprehensive General Liabiiity and Insurance Services Office form
number GL 0404 covering Broad Form Comprehensive General Liability,
Automobile coverage shall be at least as broad as Insurance Services Office
Automobile Liability form CA 0001 (ed, 12/90) Code 1 ("any auto"). No
endorsement shall be attached limiting the coverage.
4.2.3 Additional requirements. Each of the following shall be included in the
insurance coverage or added as an endorsement to the policy:
a. City and its officers, employees, agents, and volunteers shall be covered
as insureds with respect to each of the following: liability arising out of
activities performed by or on behalf of Consultant, including the insured's
Consulting Services Agreement between
City of Dublin and Richard F, Tooker
July 19, 2005
Page 4 of 12
1l ~41--
general supervision of Consultant; products and completed operations of
Consultant; premises owned, occupied, or used by Consultant; and
automobiles owned, leased, or used by the Consultant. The coverage
shall contain no special limitations on the scope of protection afforded to
City or its officers, employees, agents, or volunteers.
b. The insurance shall cover on an occurrence or an accident basis, and not
on a claims-made basis.
c. An endorsement must state that coverage is primary insurance with
respect to the City and its officers, officials, employees and volunteers,
and that no insurance or self-insurance maintained by the City shall be
called upon to contribute to a ioss 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 suspended. voided,
canceled by either party, reduced in coverage or in limits. except after
thirty (30) days' prior written notice by certified mail, return receipt
requested, has been given to the City.
4.3 Deleted
4.4 All Policies Requirements.
4.4.1 Acceptabilltv of insurers. All insurance nequired by this section is to be placed
with insurers with a Bests' rating of no less than A:VII.
4.4.2 Verification of coveraQe. Prior to beginning any work under this Agreement,
Consultant shall furnish City with certificates of insurance and with original
endorsements effecting coverage required herein. The certificates and
endorsements for each insurance policy are to be signed by a person authorized
by that insurer to bind coverage on its behalf. The City reserves the right to
require compiete, certified copies of all required insurance policies, at any time,
4.4.3 Subcontractors, Consultant shall include all subcontractors as insureds under its
policies or shall furnish separate certificates and endorsements for each
subcontractor. All coverages for subcontractors shall be subject to all of the
requirements stated herein.
4.4.4 Variation. The City may approve a variation in the foregoing insurance
requirements, upon a determination that the coverages, scope, limits, and forms of
Consulting Services Agreement between
City of Dubiin and Richard F. Tooker
July 19, 2005
Page 5 of 12
1% Obit 'V
such insurance are either not commercially available, or that the City's interests
are otherwise fully protected,
4.4.5 Deductibles and Self·lnsured Retentions. Consultant shall disclose to and
obtain the approval of City for the self-insured retentions and deductibles before
beginning any of the services or work called for by any term of this Agréement.
During the period covered by this Agreement, only upon the prior express written
authorization of Contract Administrator, Consultant may increase such deductibles
or self-insured retentions with respect to City, its officers, employees, agents, and
volunteers. The Contract Administrator may condition approval of an increase in
deductible or self-insured retention levels with a requirement that Consultant
procure a bond, guaranteeing payment of losses and related investigations, claim
administration, and defense expenses that is satisfactory in all respects to each of
them.
4.4.6 Notice of Reduction in CoveraQe. In the event that any coverage requined by
this section is reduced, limited, or materially affected in any other manner,
Consultant shall provide written notiœ 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 insuranœ 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 RESPONSI81L1T1ES. Consultant shall
indemnify, defend with counsel selected by the City, and hold harmless the City and its officials, officers,
empioyees, agents, and volunteers from and against any and all losses, liability, claims, suits, actions,
damages, and causes of action arising out of any personal injury, bodily injury, loss of life, or damage to
property, or any violation of any federal, state, or municipal law or ordinance, to the extent caused, in whole
or in part, by the willful misconduct or negiigent acts or omissions of Consultant or its employees,
subcontractors, or agents, by acts for which they could be held strictly liable, or by the quality or character
of their work, The foregoing obligation of Consultant shall not apply when (1) the injury, loss of life, damage
Consulting Services Agreement between
City of Dublin and Richard F. Tooker
July 19, 2005
Page 6 of 12
"11 J'b1~v'
to property, or violation of law arises wholly from the negligence or willful misconduct of the City or its
officers, employees, agents, or volunteers and (2) the actions of Consultant or its empioyees,
subcontractor, or agents have contributed in no part to the injury, loss of life, damage to property, or
violation of law, It is understood that the duty of Consultant to indemnify and hold harmless includes the
duty to defend as set forth in Section 2778 of the Califomia Civil Code. Acceptance by City of insurance
certificates and endorsements required under this Agreement does not relieve Consultant from liability
under this indemnification and hold harmless clause. This indemnification and hold hanmless clause shall
apply to any damages or claims for damages whether or not such insurance policies shall have been
determined to apply, By execution of this Agreement, Consultant acknowledges and agrees to the
provisions of this Section and that it is a material element of consideration.
In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services
under this Agreement is detenmined 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 hoid harmless City for the payment of any employee and/or empioyer 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.
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.
6.2 Waiver of Employee 8eneflts. 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 empioyer contributions and/or
employee contributions for PERS benefits.
6.3 Consultant No AQent. Except as City may specify in writing, Consultant shall have no
authority, express or implied, to act on behalf of City in any capacity whatsoever as an
agent. Consultant shall have no authority, express or implied, pursuant to this Agreement
to bind City to any obligation whatsoever.
Section 7. LEGAL REQUIREMENTS.
7.1 GoverninQ Law. The laws of the State of California shall govern this Agreement.
Consulting Services Agreement between
City of Dublin and Richard F. Tooker
July 19, 2005
Page 7 of 12
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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 ReQulations. To the extent that this Agreement may be funded by
fiscal assistance from another govemmental entity, Consultant and any subcontractors
shall comply with all applicable rules and regulations to which City is bound by the terms of
such fiscal assistance program,
7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and
its employees, agents, and any subcontractors have all licenses, permits, qualifications,
and approvals of whatsoever nature that are legally required to practice their respective
professions, Consultant represents and warrants to City that Consultant and its
employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect
at all times during the term of this Agreement any licenses, permits, and approvals that are
legally required to practice their respective professions. In addition to the foregoing,
Consultant and any subcontractors shall obtain and maintain during the term of this
Agreement valid Business Licenses from City.
7.5 Nondiscrimination and Equal Opportunltv. 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 nondiscrtmination in
employment, contracting, and the provision of any services that are the subject of this
Agreement, including but not limited to the satisfaction of any positive obligations required
of Consultant thereby.
Consultant shall include the provisions of this Subsection in any subcontract approved by
the Contract Administrator or this Agreement.
Section 8,
TERMINATION AND MODIFICATION.
8.1
Termination, City may cancel this Agreement at any time and without cause upon written
notification to Consultant.
Consultant may cancel this Agreement upon thirty (30) days' written notice to City and
shall include in such notice the reasons for cancellation.
In the event of termination, Consultant shall be entitled to compensation for services
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,
Consulting Services Agreement between
City of Dublin and Richard F. Tooker
July 19, 2005
Page 8 of 12
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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 oniy by a writing signed by all the
parties,
8.4 Assic Oment and Subcontractina. City and Consultant recognize and agree that this
Agreement contemplates personal perfonmance by Consultant and is based upon a
determination of Consultant's unique personal competence, experience, and specialized
personal knowiedge, 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 tenmination of this Agreement and all
provisions of this Agreement allocating liability between City and Consultant shall survive
the tenmination of this Agreement.
8.6 Options UDon 8reach bv Consultant. If Consultant materially breaches any of the terms
of this Agreement, City's remedies shall included, but not be limited to, the following:
8.6.1 immediately terminate the Agreement;
8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any
other work product prepared by Consultant pursuant to this Agreement;
8,6,3 Retain a different consultant to complete the work described in Exhibit A not
finished by Consuitanl; 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,
Consulting Services Agreement between
City of Dublin and Richard F, Tooker
July 19, 2005
Page 9 of 12
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Section 9. KEEPING AND STATUS OF RECORDS.
9.1 Records Created as Part of Consultant's Performance. All reports, data, maps,
models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications,
records, files, or any other documents or materials, in electronic or any other form, that
Consultant prepares or obtains pursuant to this Agreement and that relate to the matters
covered hereunder shall be the property of the City, Consultant hereby agrees to deliver
those documents to the City upon termination of the Agreement. It is understood and
agreed that the documents and other materials, including but not limited to those described
above, prepared pursuant to this Agreement are prepared specifically for the City and are
not necessarily suitable for any future or other use. City and Consultant agree that, until
final approval by City, all data, plans, specifications, reports and other documents are
confidential and will not be released to third parties without prior written consent of both
parties.
9.2 Consultant's 800ks and Records. Consultant shall maintain any and all ledgers, books
of account, invoices, vouchers, canceled checks, and other records or documents
evidencing or relating to charges for services or expenditures and disbursements charged
to the City under this Agreement for a minimum of three (3) years, or for any ionger 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 Attornevs' Fees. If a party to this Agreement ßrings any action, including an action for
declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing
party shall be entitled to reasonable attorneys' fees in addition to any other relief to which
that party may be entitled. The court may set such fees in the same action or in a
separate action brought for that purpose,
10.2 Venue. In the event that either party brings any action against the other under this
Agreement, the parties agree that trial of such action shall be vested exciusively in the
state courts of California in the County of Alameda or in the United States District Court for
the Northern District of California.
10.3 Severabilltv. 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
Consulting Services Agreement between
City of Dublin and Richard F . Tooker
July 19, 2005
Page 10 of 12
'13~ "b t:; ¡."
adjudged shall remain in full force and effect. The invalidity in whole or in part of any
provision of this Agreement shall not void or affect the validity of any other provision of this
Agreement.
10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this
Agreement does not constitute a waiver of any other breach of that term or any other term
of this Agreement.
10.5 Successors and Assiqns. The provisions of this Agreement shall inure to the benefit of
and shall apply to and bind the successors and assigns of the parties.
10.6 Use of Recvcled Products, Consultant shall prepare and submit all reports, written
studies and other printed material on recycled paper to the extent it is available at equal or
less cost than virgin paper.
10.7 Conflict of Interest. Consuitant may serve other clients, but none whose activities within
the corporate limits of City or whose business, regardiess of location, would place
Consultant in a 'conflict of interest," as that term is defined in the Political Reform Act,
codified at Califomia Govemment 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 et,seq., the entire Agreement is void and Consultant will not be
entitled to any compensation for services periormed 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.
10.8 Solicitation. Consultant agrees not to soiicit business at any meeting, focus group, or
interview related to this Agreement, either orally or through any written materials.
10.9 Contract Administration. This Agreement shall be administered by Community
Deveiopment Director ("Contract Administrator"). All correspondence shall be directed to
or through the Contract Administrator or his or her designee.
Consulting Services Agreement between
City of Dublin and Richard F . Tooker
July 19, 2005
Page 11 of12
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1L'i1-~~6-11',HS
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10.10 Notices. Any wlitten notice to Consultant shall be sent to:
Richard F. TOoker
1926 Mount Avenue
Yountvllle, CA 94599
Any written notice to City shall be sent to:
City of Dublin
Attn: City Manager
100 Civic PlalS
Dublin, CA 94568
10.12 Intearatlon. This Agreement, including the scope of work attached hereto and
incorporated herein as Exhibit A, represents the entire and integrated agreement between
City and Consultant and supersedes all prtor negotiations, repn~$entations, Of agreements,
either written or oral.
For: CITY OF DUBLIN
A Municipal Corporation
CONSULTANT
City
~£-,,-Ú4·d~.
Richard F. Tooker
Attest:
Kay Keck, City Clerk
Approved as to Form:
Elizabeth H, Silver, City Attorney
G,ICONTRACTS\Or1·C.1I Agreemont with RlclI,«j Tooker,"""
Consulting Services Agreement bstween
City of Dublin and Richard F. Tooker
July 19,2005
Page 120f12
07/21/2005 THU 14: 12 (TX/RX NO 8823] 1i!J002
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EXHIBIT A
SCOPE OF SERVICES
Provision of planning and other development services including, but not iimited to, environmental,
architectural, landscape architectural and/or biological consulting services to the City of Dublin regarding:
o Processing of deveiopment entitlements
Said services shall be performed at the direction of the Community Development Director on an as-needed
basis,
Adjustment of Rates
Hourly rates shall be those set forth in Exhibit B (Payment Schedule)
Consulting Services Agreement between
City of Dublin and Richard F. Tooker - Exhibit A
July 19, 2005
Page 1 of 1
EXHI81T 8
COMPENSATION SCHEDULE
City hereby agrees to pay Consultant a sum not to exceed $9MO per hour.
Consultant shall not bill for any reimbursable items.
€1J õb Øf 2.."
Consulting Services Agreement between
City of Dublin and Richard F. Tooker - Exhibit B
July 19, 2005
Page 1 of 1
<g 1 Vb iltl,,, ,
RICHARD F. TOOKER
1926 Mount Avenue
Yountville, CA 94599
Telephone: (707) 944-6430
ricktooker@sbc910bal,net
EDUCATION University of California, Berkeley
B.A. Sociology
Scholastic Honors: Chi of California (Sociologic Honors Society)
California Polytechnic State University, San Luis Obispo
Completed coursework toward a M.S. degree in City and Regional Planning
WORK
RECORD
Tooker Planning Studio
Planning Consultant
(912004 to Present)
City of Calistoga
Planningl8uilding Director
(612000 to 9/2004)
City of Livermore
Acting Planning Manager
Senior Planner
(6/1998 to 612000)
City of Carmel
Senior Planner
Associate Planner
Assistant Planner
(8/88 to 6198)
RELEVANT Zonlna: Responsible for review of complex discretionary permit applications, including
EXPERIENCE conditional use permits, subdivisions, lot line adjustments and variances. Applications were
analyzed for consistency with the General Plan and Zoning Ordinance. Conducted site inspections
for conformance with community planning programs and polices. Prepared and presented written
reports and findings to Design Review Committees, Planning Commissions and City Councils.
Examples of projects include:
· $21 million downtown revitalization project, including a hotel, conference center, restaurant.
parking garage and retail shops and services,
· Expansion of a City Hall Campus, including a new 52,000 square foot library, 25,000 square
foot addition to the Civic Center building and park commons,
· 106,000 square foot addition to a medical facility, including professional and administrative
offices, wellness center, acute care facility and Independent living for seniors,
· 650,000 square foot industrial park for an international research and development corporation,
including site planning, architectural review, infrastructure improvements, development
agreement, habitat restoration plan and planned unit development permit.
· Commeroial shopping centers, including a new supermarket, pharmacy, restaurants, and retail
shops and service.
· Downtown riverfront mixed-use development containing 54 townhouses, 30,000 square feet of
office space and 43,000 square feet of retail/service space.
· High-end resort development containing 89 visitor accommodations, spa, facilities and 24-unit
residential apartment for moderate-income housing.
· Eighteen unit self-help housing development for lower-income households.
(see addendum for additional projects)
General Plan: Responsible for the development, maintenance and implementation of General
Plans, including the preparation of comprehensive updated to: 1) Calistoga's General Plan,
including its Housing Element, which was completed under budget and was certified by the
California Department of Housing and Community Development (HCD) in 2004; and 2) Carmel's
Housing Element Update, which was certified by HCD in 1995. These documents established
strategies to stimulate affordable housing production, rehabilitation and conservation, and included
programs such as establishing minimum densities to encourage housing development and
provisions for second units on large lots to increase rental housing opportunities.
EXHIBIT A
'æf.b~'þ~
Commission/Committee SUÞÞort: Provided technical support to various committees and
organized citizen groups to encourage cooperative solutions to planning issues. Examples include:
· Plan nino Commission - Provided principal staff support for City Council and Planning
Commission meetings for three different communities providing technicai support on the
General Plan, Planning, Zoning and Subdivision Ordinances, State Planning, Development
and Zoning Laws and Rules of Procedure.
· Desion Review Committee - Provided review of development applications for consistency with
the design Objectives for three different communities. Improved design submittals through
early participation in this process.
· Livermore Vallev Center Desion Committee - Provided technical support regarding
compliance with local development regulations and design solutions for a $21 million
downtown revitalization project, including a large hotel, conference center, restaurant, parking
structure, retail shops and services.
· LandlordfTenant Committee - Provided support in developing incentives for commercial
property ownens to encourage resident-serving businesses In commercial districts,
· Naoa County Leaaue of Governments - Staffed a collaborative effort of county-wide agencies
established to provide regional solutions to affordable housing development, reduced traffic
congestions and resource allocation in Napa County.
· Water Manaoement Committee - Served on the Monterey County Water Management
Agencies Policy Advisory Committee providing solutions for development and distribution of
resources for maintaining existing development within the area and developing additional
resources for managed growth into the future.
· General Plan Citizens' Advisorv Committee - Guided a 17-member General Plan Citizens'
Advisory Committee (CAC) comprised of residents and business owners within the community
to assist in the preparation of the Calistoga General Plan Update.
Growth Manaaement: Administered growth management programs consisting of housing
allocations based on development policies contained In Llvenmore's General Plan. This
responsibility inCluded review of 16 proposed subdivisions and 650 residential dwelling units each
year, for which I received a commendation from the City for effectively managing this process, which
had previously paralyzed the department prior to my participation.
Staff Manaaement: Responsible for project management of planning departments in communities
with populations between 5,000 and 73,000 and a department of 4 to 18 staff. Developed
capabilities of staff through mentoring, effective communicate, encouraging strong analysis and
supporting the ability to make decisions with an emphasis on superior customer servioe and
professionalism.
Deslon Review: Prepared Residential Design GUidelines which promoted design principles for new
construction and substantial alterations. These tools have been Instrumental In familiarizing the
public with architectural design principles, site planning techniques and landscape concepts, which
continue to help protect the unique character of these communities.
Environmental Review: Reviewed CECA documents relating to public and private planning
projects for compliance with federal, state and local environmental laws, Prepared Initial studies
and mitigated negative declarations, and reviewed environmental impact reports for projects.
Developed mitigation monitoring programs to protect coastal and visual resources, reduce parking
and vehicular congestion, and control urban runoff and erosion.
Page 20'3
'6'1Ob¿¡y
Ordinance DeveloDment: Responsible for the preparation of ordinances designed to implement
the policies and programs contained in the General Plan which guide the physical development of a
community, including,
· Formula Business Ordinance which establishes methods for limiting the proliferation of
formula businesses in Callstoga and helps to preserve the historic tradition of "one-of~a-klnd'
shops in the downtown area. This ordinance also helps to curb the dramatic Increases in
commercial rents, which have proven in other visitor destinations to squeeze out many of the
"mom and pop' operations In favor of corporate-backed formula businesses.
· Newsrack Ordinance which responded to community interests and successfully improved
the quality of the downtown. This ordinance establishes design and placement standards for
news racks to better fit the character of Calistoga.
· Sian Ordinance which regulates the manner in which businesses advertise their names,
products and related information to the public. Working closely with the business
community, this ordinance has been successful In providing more efficiency and flexibility in
sign design and review, resulting in 90% of all signs being administratively approved at no
cost to applicants,
· Deslon Review Ordinance which reduces the time and costs associated with review of
improvements to the City's residential and commercial areas.
· Downtown/Community Commercial Ordinance whioh resulted In a comprehensive
amendment to the former general commercial district in Calistoga providing incentives for
mixed-use development, preservation of local-serving uses, and flexibility in encouraging
well-planned development consistent with the small-town rural character of the community.
Grant ADDllcatlons: Received a $35,000 Planning and Technical Assistance grant HCD (2001) to
offset the costs associated with preparing the State-mandated General Plan Housing Element. Also
assisted in the receipt of a $500,000 grant from HCD for the development of an 18-unlt affordable
housing project (2004) and $200,000 for development of a community pedestrian/bicycle path
(2004).
Contract Manaaement: Managed consultant contracts for a variety of projects, including building
inspection and plan check services, historic preservation, arohitectural review, environmental
documents, development project review, mobile home inspections, rent control implementation and
similar contracts.
CONTINUING
EDUCATION
Committed to continuing education, including completing courses in Management Strategies
(1996 and 1999), land Use law Review (1995,1999 and 2003), Environmental Planning (1998),
EIR Project Management (1995), land Use and Natural Resource Management (1994), and
attended various educational seminars conducted by the CCAPA and league of California Cities
(1988 through 2004). .
PUBLIC
SERVICE
Carmel River Flood Task Force: Appointed by the Monterey County Board of Supervisors
to serve on the Carmel River Task Force (1995) established to: 1) minimize flood risks to public
health. safety and welfare; 2) limit personal property and structural losses resulting from floods; and
3) reduce post-flood expenditures in the event of flooding.
Zonina and Desion Review Board: Appointed in 2000 by the Yountville Town Council and served
as Its Chairman through the end of my term In July 2004.
Page 3 of 3
RICHARD F. TOOKER
LIST OF REFERENces
City of Calistoaa
Clayton Creager, Planning Commissioner (2000 to present)
Formerly a General Plan Citizens' Advisory Committee Member
(707) 942-6907
Bob Fiddaman,
Formerly a General Plan Citizens' Advisory Committee Member (2000 to 2003)
Presently with the nonprofit housing corporation Calistoga Affordable Housing
(707) 942-5920
Paul Coates, Developer
Formerly a City Council Member (2000 to 2004)
(707) 942-5268
Laurie Barberis, Administrative Secretary
Formerly the Planning and 8uilding Department Secretary (2000 to 2002)
Presently with the St. Helena School District
(707) 942--8521
Cltv 01 Livermore
Gary Patton, Deputy Planning Director
Fonmerly the Planning Manager (1998 to 2000)
Presently the Deputy Director of Planning for the City of Oakland
(510) 238-6281
Fred Osbourn, Assistant Planning Director
Formerty an Associate Planner under my supervision (1990 to 2000)
Now serving as the Assistant Planning Manager
(925) 960-4450
Tom Curry, Attorney
Fanmerty the City Attorney (1982 to 2000)
Presently with MHA providing legal services for the City of Pleasant Hill
(510) 273-8780
City of Carmel-bv-the-Sea
Chip Rerig, Senior Planner
Formerty an Associate Planner under my supervision (1995-1998)
Presently a Senior Planner with the City of Monterey
(831) 646-3885
Diane Kushlan, Planning Consultant
Formerly a Planning and Building Director (1990 to 1997)
(208) 433-9352
'1~JíY
C1I01)tJv
SAMPL.E PROJECT L.IST
RICHARD F. TOOKER
PLANNING CONSUL.TANT
Downtown City Center Prolect (Oaklandl- Development of a 1.4-acre parcel with 650,000 square
feet of residential development containing 450 units, 26 stories, subterranean parking, and
associated public improvements.
Channel Riverfront Prolect INaDal - A mixed commercial/residential development located on a
1.34-acre riverfront parcel located in Napa. Development will in.clude two separate buildings
connected by an elevated bridge containing 43,000 square feet for general retail and services,
30,000 square feet for office space, 54 residential units, and two levels of subterranean parking for
up to 206 vehicles.
Home De Dot Center ISante Rosal- Development of a 10-acre site for a retail home improvement
center with associated off-street parking, street frontage improvements, and coordination of an
Environmental Impact Report (EIR).
Grand View 1St. Helenal- A mixed-use development on 13 acres containing a 50-unit resort and
14 units of affordable housing located In the upper Napa Valley, Project issues include
environmental sensitivity relating to a creek that runs through the property, connection to Caltrans
right-of-way, design review, and significant drainage considerations.
Sliver Rose WinerY and Inn ICalistoaal- Conversion of an existing established 20-unit inn and
winery into a condo-hotel and expansion of the number of rooms and related services.
HembefOer Prolect ICallstoaal - An a-acre downtown mixed-use residential and commercial
development, including 29 units of low-income housing, 80 visitor accommodations, 3 single-family
dwellings and 70,000 square feet of commercial retail and office space.
NaDa Sauare INaDa) - A 75,000 square foot downtown mixed commercial/office development with
underground parking. My responsibilities Include environmental review and preparing the required
documents for public hearing and receiving entitlements.
Current Plannlna 1St. Helena) - Providing services in the Current Planning Division, including
monitoring all facets of project review from minor penmits (e.g., demolition permits, signs, etc.) to
major development pemnits (e,g" master use permits, subdivisions, etc.).
NaDa Hotels (2) INaDa) - A five story hotel in downtown Napa within its emerging retail, service and
business district and a second hotel project located adjacent to Copia, the American Center for wine,
food and the Arts.
RedeveloDment Aaencv INaDa) - Provide services to the agency relating to floodplain
management, zoning interpretation, CEQA, subdivisions, and similar ¡Mues while the agency is
short staffed.
NaDa County General Plan (NaDa) - Among a team of finalists to prepare a comprehensive update
to the Napa County General Plan and related Environmental Impact Report.
t17.1þCf'þ
Various Residential DeveioDments
8rogan SUbdivision - A minor subdivision containing four estate residential lots, public
infrastructure Including streets, curbs, guttens and sidewalks, and utilities.
Rossi Residential Project - A 12-unlt condominium development located on the banks of the
Napa River. The project includes sensitive environmental and aesthetic issues, such as
riverbank restoration, tree protection measures, design compatibility, and urban revitalization in
an area of town that Is presently in need of renewal.
Tieber Subdivision - A six-unit infill condominium project located within a transitional area of the
Calistoga's high to medium density residential districts.
Wood Street Project - A +f-125-unit residential sUbdivision within a proJ.>0sed mixed-use
redevelopment of underutilized industrial land at the former vacant 16 Street Station in West
Oakland.