HomeMy WebLinkAboutReso 03-11 Positano Neighborhood Pk DesignRESOLUTION NO. 3 - 11
A RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF DUBLIN
***********
APPROVING AN AGREEMENT WITH MPA- DESIGN FOR THE
POSITANO NEIGHBORHOOD PARK
WHEREAS, the 2010-2015 Capital Improvement Program includes a project to prepare
design and construction documents for the Positano Neighborhood Park; and
WHEREAS, the City has solicited proposals from landscape architectural firms to
complete the design and construction documents; and
WHEREAS, the City received three proposals and selected MPA Design; and
WHEREAS, MPA Design has demonstrated ability to perform said design and
construction documents; and
WHEREAS, MPA Design is available to perform work as specified.
NOW, THEREFORE, the City Council of the City of Dublin does RESOLVE to approve
the Agreement with MPA Design, attached hereto (Exhibit A) and authorize the City Manager
to execute the Agreement.
PASSED, APPROVED AND ADOPTED this 18th day of January, 2011, by the following
vote:
AYES: Councilmembers Biddle, Hildenbrand, Swalwell, and Vice Mayor Hart
NOES: None
ABSENT: Mayor Sbranti
ABSTAIN: None
~- ~
Vice Mayor
V / ^ 'Jl.
AT ~ES)T:
/
%
K ~ /'
~ City Clerk
Reso No. 3-11, Adopted 1-18-11, Item 8.3 Page 1 of 1
3~~~
• CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY QF DUBLIN AND
MPA DESIGN
THIS AGREEMENT for consulting services is made by and between the City of Dub{in ("City") and
MPA Design ("ConsultanY') as of January 18, 2011.
Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant
shall provide to City the services described in the Scope of Work attached as Exhibit A at the time and
place and in the manner specified therein. ln the event of a conflict in or inconsistency between the terms
of this Agreement and Exhibit A, the Agreement shall prevail.
1.1 Term of Services. The term of this Agreement shall begin on the date first noted above
and shall end on January 31, 2012, the date of compfetion specified in Exhibit A, and
Consultant shalf complete the work described in Exhibit A prior to that date, unless the
term of the Agreement is otherwise terminated or extended, as provided for in Section 8.
The time provided to Consultant to complete the services required by this Agreement shall
not affect the City's right to terminate the Agreement, as provided for in Section 8.
1.2 Standard of Performance. Consultant shall perform all services required pursuant to this
~ Agreement in the manner and according to the standards observed by a competent
practitioner of the p~ofession in which Consultant is engaged in the geographical area in
which Consultant practices its profession. Consultant shali 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 professian.
1.3 Assignment of Personnel. Consultant shail 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 fram City of such desire of City,
reassign such person or persons. ~
1.4 Time. Consultant shall devote such time to the performance of services pursuant to this
Agreement as may be reasonably necessary to meet the standard of performance
provided in Section 1.1 above and to satisfy Consultant's obligations hereunder.
Section 2. COMPENSATfON. City hereby agrees to pay Consultant a sum not to exceed $142,300
(one hundred forty-two thousand three hundred dollars even), notwithstanding any contrary intlications 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,
attachetl 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 shalf be the only payments from City to Consultant for services rentlered
pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein.
~
U
Consulting Services Agreement between January 18, 2011
City of Dublin and MPA Design . Page 1 of 14
EXHIBIT A
- ~{~,~z~
Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by •
more than one person.
Consultant and City acknowledge and agree that compensation paid by City to Consultant under this
Agreement is based upon Consultant's estimated costs of providing the services required hereunder,
including salaries and benefits of employees and subcontractors of Consultant. Consequently, the parties
further agree that compensation hereunder is intended to include the costs of contributions to any pensions
and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City
therefore has no responsibility for such contributions beyond compensation required untler this Agreement.
Notwithstanding the "not to exceed" compensation amount in the preceding paragraph, the Contract
Administrator may authorize payment above the "not to exceed" amount to allow Consultant to provide
additional services, or, to compensate Consultant for services provided within the original scope of work in
excess of the hours specified in Exhibit A, In no event, however, shall the Contract Administrator authorize
payment of such additional payments in excess of 25% of the "not to exceed" amount.
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 biliing per'iod;
^ A Task Summary containing the original contract amount, the amount of prior •
billin gs, the total due tliis period, the balance available under the Agreement, and
the percentage of completion;
^ At City's option, for each work item in each task, a copy of the applicable time
entries or time sheets shall be submitted showing the name of the person doing
the work, the hours spent by each person, a brief description of the work, and
each reimbursable expense;
^ The total number of hours of work performed under the Agreement by Consultant
and each employee, agent, and subcontractor of Consultant performing services
. hereunder, as well as a separate notice when the total number of hours of work by
Consultant and any individual employee, agent, or subcontractor of Consultant
reaches or exceeds 800 hours, which shall include an estimate of the time
necessary to complete the work described in Exhibit A;
^ The Consultant's signature.
2.2 Monthly Pavment. City shall make monthly payments, based on invoices received, for
services satisfactorily performed, and for authorized reimbursable costs incurred. City
shall have 30 days from the receipt of an invoice that complies with all of the requirements
above to pay Consultant.
~
Consulting Services Agreement between Januery 18, 2011
City of Dublin and MPA Design Page 2 of 14
~~~~
2.3 Final Payment. City shall pay the last 10% of the total sum due pursuant to this
! Agreement within sixty (60) days after completion of the services and submittal to City of a
final invoice, if all services required have been satisfactorily performed.
2.4 Totaf Pavment. City shall pay for the services to be rendered by Consultant pursuant to
this Agreement, City shall not pay any additiona~ 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 shal{ 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 motlified prior to the submission of such an invoice by a properly
executed change order or amendment.
2.5 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed
the amounts shown on the fee schedule attached as Exhibit B.
2.6 Reimbursable Expenses. Reimbursable expenses are specified in Exhibit B, and shall
not exceed six thousand six hundred dollars ($6,600): Expenses not listed in Exhibit B are
not chargeable to City. Reimbursable expenses are included in fhe total amount of
compensation proyided under this Agreement that shall not be exceeded.
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 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 shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be
reasonably necessary for Consultant's use while consulting with City employees and reviewing records and
the information in possession of the City. The location, quantity, and time of furnishing those facilities shall
be in the sole discretion of City, In no event shall City be obligated to furnish any facility that may involve
~
Consulting Services Agreement between January 18, 2011
City of Dublin and MPA Design ~ Page 3 of 14
l~ o ~-~
incurring any direct expense, including but not limited to computer, long-distance te-ephone or other
communication charges, vehicles, and reproduction facilities. ~
Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement,
Consultant, at ifs 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 Corisultant has obtained all insurance required herein for the
subcontractor(s) .and provided evidence tliereof to City. Verification of the required insurance shall be
submitted and made part of this Agreement prior to execution.
4.1 Workers' Compensation. Consultant shail, at its sole cost and expense, maintain
Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any
and all persons employed directly or indirectly by Consultant. The, Statutory Workers'
Compensation Insurance and Employer's Liability fnsurance 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 shal! be solely in the discretion of the Contract Administrator. The insurer, if ~
insurance is provided, or the Consultant, if a program of self-insurance is provided, shall
waive all rights of subrogation against the City and its officers, officials, employees, and
volunteers for loss arising from work performed under this Agreement.
An endorsement shall state that coverage shall not be canceled except after thirty (30)
days' prior written notice by certified mail, return receipt requested, has been given to the
City. Consultant shall notify City within 14 days of notification from Consultant's insurer if
such coverage is suspended, voided or reduced in coverage or in limits.
4.2 Commercial General and Automobile Liabilitv Insurance.
4.2.1 General requirements. Consultant, at its own cost and expense, shall mainfain
commercial general and automobile liability insurance for the term of this
Agreement in an amount not less than ONE MILLlON DOLLARS ($9,000,000.00)
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,
~
Consulting Services Agreement between January 18, 2011
City of Dublin and MPA Design Page 4 of 14
~~~~~
including death resulting therefrom, and damage to property resulting from
i activities contemplated under this Agreement, including the use of owned and non-
owned automobiles.
4.2.2 Minimum scope of coverage. CommerciaV general coverage shall be at least as
broad as Insurance Services Office Commercial General Liability occurrence form
CG 0001. Automobile coverage shall be at least as broad as Insurance Services
Office Automobiie Liability form CA 0001 Code 1("any auto").
4.2.3 Additional requirements. Each of the following shall be included in the
insurance coverage or added as an endorsement to the policy:
City and its officers, employees, agents, and volunteers shall be covered
as atlditional insureds with respect to each of the following: liability arising
out of activities performed by or on behalf of Consultant, including the
insured's general supervision of Consultant; products and completed
operations of Consultant; premises owned, occupied, or used by
Consultant; and automobiles owned, leased, or usetl by the Consultant.
The coverage shall contain no special limitations on the scope of
protection afforded to City or its officers, employees, agents, or
volunteers.
b. The insurance shall cover on an occurrence or an accident basis, and not
~ on a claims-made basis.
c. An endorsement must state that coverage is primary insurance with
respect to the City and its officers, officials, employees and volunteers,
~ and that no insurance or self-insurance maintained by the City shall be
called upon to contribute to a loss under the coverage.
d. Any failure of CONSULTANT to comply with reporting provisions of the
policy shall not affect coverage provided to CITY and its officers,
employees, agents, and volunteers.
e. An endorsement shall state that coverage shall not be canceled except
after thirty (30) days' prior written notice by certified mail, return receipt
requested, has been given to the City. Consultant shall notify City within
14 days of notification from Consultant's insurer if such coverage is
suspended, voided or reduced in coverage or in limits.
4.3 Professional Liabilitv Insurance. Consultant, at its own cost and expense, shall
maintain for the period covered by this Agreement professional liability insurance for
licensed professionals performing work pursuant to this Agreement in an amount not less
than ONE MILLION DOLLARS ($1,000,000) covering the licensed professionals' errors
and omissions.
i
Consulting Services Agreement between . January 18, 2011
City of Dublin and MPA Design Page 5 of 14
~ o-~-Z~
4.3.1 Any deductible or self-insured retention shall not exceed $150,000 per claim.
4.3.2 An endorsement sliall 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 protessional liability coverages are
written on a claims-made form:
The retroactive date of the policy must be shown and must be before the
tlate of the Agreement.
insurance must be maintained and evidence of insurance must be
provided for at least five years after completion of the Agreement or the
work, so long as commercially available at reasonable rates.
c. If coverage is canceled or not renewed and it is not replaced with another
claims-made policy form with a retroactive date that precedes the date of
this Agreement, Consultant must provide extended reporfing coverage for
a minimum of five years after completion of the Agreement or the work.
The City shali 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.
A copy of the claim reporting requirements must be submitted to the City
prior to the commencement of any work under this Agreement.
4.4
All Policies Requirements.
4.4.1 Acceptability of insurers. All insurance required by this section is to be placed
with insurers with a Bests' rating of no less than A:VII.
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 cove~age requiretl 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 inelude all subcontractors as insureds under its
policies or shall furnish separate certificates antl endorsements for each
~
~
~
Consulting Services Agreement between January 18, 2011
City of Dublin and MPA Design Page 6 of 14
~ o -~--Z~
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-Insured 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 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 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 remetlies 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 tlue to Consultant hereunder, or both stop work and withhold any payment,
until Consultant demonstrates compliance with the requirements hereof; and/or
^ Terminate this Agreement.
•
Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. Consultant shall
indemnify, tlefend 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,
Consulting Services Agreement between
City of Dublin and MPA Design
January 18, 2011
Page 7 of 14
o~ ~~ ~~
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 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 law. It is understood that the duty of Consultant to indemnify and hold harmless includes the
duty to tlefend 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.
Notwithstanding the foregoing, to the extent that this Agreement is a"construction contract" as defined in
California Civil Code section 2783, as amended from time to time, such duty to indemnify shall not apply
when to do so would be prohibited by California Code section 2782.
In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services
under this Agreement is tletermined 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 shali
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 Consultarit
accomplishes services rendered pursuant to this Agreement. Notwithstanding any other
City, state, or federal policy, rule, regulation, law, or ortlinance to the contrary, Consultant
and any of its employees, agents, antl 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 antl/or employee contributions for PERS benefits.
~
U
Consulting Services Agreement between January 18, 2011
City of Dublin and MPA Design Page 8 of 14
1to-~-~~~
• 6.2 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 authonty, express or implied, pursuant to this Agreement
to bind City to any obligation whatsoever.
Section 7. LEGAL REQUIREMENTS.
7.1 Governinq Law. The laws of the State of California shall govern this Agreement.
7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with
all laws applicable to the performance of the work hereunder.
7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by
fiscal assistance from another governmental entity, Consultant and any subcontractors
shall comply with all applicable rules and regulations to which City is bound by the terms of
such flscal assistance program.
~
7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant antl
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 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 contlition, 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, contrac#ing, and the provision of any services that are the subject of this
Agreement, including but not limited to the satisfaction of any positive obligations requiretl
of Consultant thereby.
Consultant shall include the provisions of this Subsection in any subcontract approved by
the Contract Administrator or this Agreement.
~
U
I
Section 8. TERMINATION AND MODIFICATION.
Consulting Services Agreement between
City of Dublin and MPA Design
January 18, 2011
Page 9 of 14
~2n~~~
8.1 Termination. City may cancel this Agreement at any time and without cause upon written ~
notification to Consultant. In the event of termination, Consultant shall be entitled to
compensation for services performed to the effective date of termination; City, however,
may condition payment of such compensation upon Consultant delivering to City any or all
documents, photographs, computer software, video and audio tapes, and other materials
provided to Consultant or prepared by or for Consultant or the City in connection with this
Agreement.
8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this
Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a
written amendment to this Agreement, as provided for herein. Consultant understands and
agrees that, if City grants such an extension, City shall have no obligation to provide
Consultant with compensation beyond the maximum amount provided for in this
Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no
obligation to reimburse Consultant for any otherwise reimbursable expenses incurred
during the extension period.
8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the
parties.
8.4 Assiqnment and Subcontracting, City and Consultant recognize and agree that this
Agreement contemplates personal performance by Consultant and is based upon a
determination of Consultant's unique personal competence, experience, and specialized
personal knowledge. Moreover, a substantial inducement to City for entering into this •
Agreement was and is the professional reputation and competence of Consultant.
Consultant may not assign this Agreement or any interest therein without the prior written
approval of the Contract Atlministrator. Consultant shall not subcontract any portion of the
performance contemplated and provided for herein, other than to the subcontractors noted
in the proposal, without prior written approval of the Contract Administrator.
8.5 Survival. All obligations arising prior to the termination of this Agreement and all
provisions of this Agreement allocating liability between City and Consultant shall survive
the termination of this Agreement.
8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms
of this Agreement, City's remetlies 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
i
Consulting Services Agreement between January 18, 2011
City of Dublin and MPA Design Page 10 of 14
t~ a-~zt~
~ 8.6.4 Charge Consultant the difference between the cost to complete the work
described in Exhibit A that is unfinishetl at the time of breach and the amount that
City would have paid Consultant pursuant to Section 2 if Consultant had
completetl 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 hereundershall 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, inclutling 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
requiretl 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, autlit,
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
Agreemen# shall be subject to tlie 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
• _
Consulting Services Agreement between January 18, 2011
City of Dublin and MPA Design Page 11 of 14
~ ~~~~~
state courts of Califomia in the County or Alameda or in the United States District. Court for
the Northern District of Califomia. ,.
10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this
Agreement is invalitl, void, or unenforceable, the provisions of this Agreement not so
~ adjudged shall remain in full force and effect. The invalidity in whole or in part of any
provision of this Agreement shall not void or affect the validity of any other provision of this
Agreement. ~
10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this
Agreement does not constitute a waiver of any other breach of that term or any other term
of this Agreement.
1U.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 Recycled Products. Consultant shall prepare and submit all reports, written
studies and other printed material on recycled paper to the extent it is available at equal or
less cost than virgin paper. .
10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within
the corporate limits of City or whose business, regardless of location, would place
Consultant in a"conflict of interest," as that term is defined in the Political Reform Act,
codified at California Government Code Section 81000 et seq.
Consultant shall not employ any City official in the work performed pursuant to this
Agreement. No officer or employee of City shall have any financial interest in this
Agreement that would violate California Government Code Sections 1090 et seq.
Consultant hereby warrants that it is not now, nor has it been in the previous twelve (12)
months, an employee, agent, appointee, or official of the City. If Consultant was an
employee, agent, appointee, or official of the City in the previous twelve months,
Consultant warrants that it did not participate in any manner in the forming of this
Agreement. Consultant understands that, if this Agreement is made in violation of
Government Code §1090 et.seq., the entire Agreement is void and Consultant will not be
entitled to any compensation for services performed pursuant to this Agreement, including
reimbursement of expenses, and Consultant will be required to reimburse the City for any
sums paid to the Consultant. Consultant understands that, in addition to the foregoing, it
may be subject to criminal prosecution for a violation of Government Code § 1090 and, if
applicable, will be disqualified from holding public office in the State of California.
10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus group, or
inferview related to this Agreement, either orally or through any written materials.
~~
LJ
~
Consulting Services Agreement between January 18, 2011
City of Dublin and MPA Design Page 12 of 14
~5~-~~
10.9 Contract Administration: This Agreement shall be administered by the City Manager
• ("Contract Administrator"). All correspondence shall be directed to or through the Contract
Administrator or his or her designee.
10.10 Notices. Any written notice to Consultant shall be sent to:
MPA Design
Attn: Richard Alcina
1801 Oakland Boulevard, Suite 315
Walnut Creek, CA 94596
Any written notice to City shall be sent to:
City of Dublin, Parks and Community Services
Attn: Rosemary Alex
100 Civic Plaza
Dub6n, CA 94568
10.11 Professional Seal. Where applicable in the determination of the contract administrator,
the first page of a technical report, first page of design specifications, and each page of
construction drawings shall be stamped/sealed and signed by the licensed professional
responsible for the report/design preparation. The stamp/seal shall be in a block entitled
"Seal and Signature of Registered Professional with report/design responsibility," as in the
~ ~ following example.
Seal and Signature of Registered Professional with
report/design responsibility.
10.12 Integration. This Agreement, including the scope of work attached hereto and
incorporated herein as Exhibit A, represents the entire and integrated agreement between
City and Consultant and supersedes all prior negotiations, representations, or agreements,
either written or oral.
~J
Consulting Services Agreement between January 18, 2011
City of Dublin and MPA Design Page 13 of 14
l!o o~~~
C1TY OF DUBLIN
CONSULTANT
Michael Painter, President
~1
LJ
Joni Fattilio, City Manager
Attest:
Caroline Soto, City Clerk
Approved as to Form:
John Bakker, City Attorney
~
~
U
Consulting Services Agreement between January 18, 2011
City of Dublin and MPA Design Page 14 of 14
~xHiBir a
SCOPE OF SERVICES
i ~ o~'z~
POSITANO PARK - Scope of Services January 10, 2011
.
•
~
The Project consists of design services for a new neighborhood pazk of approximately 4.6 acres located at LaStrada and
Valentano Drives in Dublin ~he "Pro;ect"), as delineated on the attached exhibit B. ~
I. BASE SCOPE SERVICES
A. PRELlN1INARY 1NVESTIGATTONS:
January 19 to February 4, 2011
1. Pre-Design Start=up meeting with City to discuss detailed scope of work and schedule. Establish and initial
` budget at the outset of the project.
. 2. Become familiar with the adjacent surrounding community.
~ 3. Review the Parks and Recreation Master Plan, Pazks and Recreation Ten Year Strategic Plan, existing data,
identify utility connecrions and capacities, and power supply availability.
4. Identify and review available record drawings, supplemental information and surveys.
5. A site survey will be performed.
6. Establish coordination with sub-consultants. Interface with agencies having jurisdiction.
B. SCHEMATIC DESIGN:
February 7 to March 31, 2011.
Based onmutually agreed-to program, schedule andpreliminary constructionbudget shall prepare schematic design
documents and provide other services as described below.
1. Prepare program options with supporting exhibits, review with City staff, and establish program priorities in
conjunction with the budget
2. Develop three altemative schemes to illustrate the layout and relationship of key elements such as soccer field,
playgrounds, wallcways, lighting, sport courts, tree planting, and overall site design in the form of
Diagrammatic Design Plans to present to city staff. Renderings, models or simulation e~ibits are not
included.
" 3. Revise three altemative schemes according to City Staff input.
4. Prepare "order of magnitude" cost estunates of each altemative for comparison.
5. Select a final alternative Schematic Plan, based upon comments from the public, City staff, and the Parks and
Community Services Commission input, for Design Development.
6. Meetings during the Schematic Design Phase:
a. Two Design team / City staff coordination meetings
b. . One Community presentation/workshop to present and discuss altematives.
C. DESIGN DEVELOPMENT:
April 1 to May 17, 2011.
Based on approved Schematic Design Plan, and any adjustments authorized by the Owner in the program, schedule
or construction budget, the Landscape Architect shall prepare, for approval by the Owner, Design Development
drawings to further develop and describe the size and character of the Project and provide other services as described
below.
' 1. Develop the overall site design of the selected plan and refine the desigri in the form of sketches, elevations,
and Design Development Plans. Firm up the geometry, size, function, materials and layout of the design
elements.
2. Provide cut sheets, photos, or other relevant information relating to manufactured elements and materials such
as play equipment, site fiunishings, paving, planting, and lighting.
3. Prepare colored plan and elevations for presentation to convey the character of the design.
4. Preliminary Civil, andElectrical Engineering diagrams to illustrate points of connection andbasic engineering
requirements.
5. Preparation of application for new or upgraded PG&E electrical service, aud coordination w/ PG&E.
6. Provide Outline Specifications and Design Development level details.
7. Update the cost estimate. •
8. Meetings during.Design Development:
a. Two Design team / City staff coordination meetings
Consulting Services Agreement between
City of Dublin and MPA Design--Exhibit A Page 1 of 5
~ lg ~-F-~ ~
Positano Park Page 2 of 4
MPA Design January 10, 2011
b. Two Public presentations: One with Parks and Community Services Commission to review the Design •
Development Plan, and one with the City Council to present the three altemate Schematic plans and the
selected Design Development Plan. Both presentations will be in a Power Point format.
E. CONSTRUCTION DOCUIv1ENTS:
May 18 to October 7, 2011.
Based on the approved Design Development documents and any further adjustments in the scope or quality of the
Project or in the construction budget authorized by the Owner, the Landscape Architect shall prepare, for approval
by the Owner, Construction Documents consisting of drawings and specifications setting forth the requirements for
the construction of the Project.
1. Prepare memorandum outlining refinements based upon community workshop, staff review, and Public
meetings~with supporting graphic exhibits and cost estimate. Incorporate those comments into the Contract
Documents.
2. Provide detailed construction plans at 1"=20', including the following;
a: Layouddimension/material plans for horizontal control.
b. Civil Engineering Plans and Details:
- Grading Plan
- Drainage plan and details including C-3 design.
- Calculations for on-site storm clrain capacity.
- Utility Plan
- Erosion Control Plan
- Details to City of Dublin standazds.
c. Stormwater Pbllution Prevention documentation and data snbmittal assuming Risk level 1.
d. Irrigation plans and details including drawings necessary for DSRSD permitting.
e. Planting plans and details
f Electrical Engineering: layout of security lighting, photometric plan, power to irrigation controller, load •
calculations, Electrical details and line diagrams. Coordination with PG&E.
3. Selection, spec~cation, and siting of a Prefabricated Restroom, including electrical, sewage, and water
services, and structural engineeri.ng of the foundation.
4. Written technical specifications, 8'/2 x 11 CSI format, not.including Div. 1.
5 Update the Cost Estimate at 65%, 100% and Final submittals.
6. If required by budget considerations, bid documents may include additive or decluctive bid alternates.
7. Meetings during Construction Documentation:
a. Three Design team / City staff coordination meetings.
8. Submittals: at 65% ,100% and Final. Incorporate all review comtnents into the Final Plans
9. Soil sample and testing for Horticultural Suitability (Reimbursable expense item).
10. CD Deliverables:
a. Drawings 24"x36" or 30"x42"; one hazd copy, one electronic file. ~
b. Cost estimates 8.5"x 11", one hard copy, one electronic file.
c. Specifications 8.5"xl l", one hard copy, one electronic file.
F. Bid Phase
November - December 2011. ,
1. Attend one pre-bid meeting.
2. Respond to bidders' questions by written memo; issue CD addendum if necessary.
3. Prepare a conforming set of Construction Documents, if necessary, that incorporate all addenda issued in the
Bid period.
II. SUB CONSULTANTS
The Landscape Architect will retain the following sub-consultants for the Proj ect. The fees for such sub-consultants shall
be included in the Landscape Architect's fixed fee. ~
A. Dickson and Associates, Irrigation Design
B. BKF Engineers, Civil Engineering
C. Zeiger Engineers, Electrical Engineering
Consulting Services Agreement between
Citv of Dublin and MPA Desipn--Exhibit A Paqe 2 of 5
~ iq ~ ~F-~.~
Positano Park ' Page 3 of 4
MPA Design January 10, 2011
• D. Sierra Engineering, Structural Engineering
III. PROJECT SCHEDULE
A. The parties anticipate Landscape Architect's design and documentation will be substantially complete by October
31, 2011, and that all phases of the Work will be complete by January 31, 2012.
B: The Landscape Architect aclrnowledges the importance to the Owner of the Owner's project schedule aud agrees
to put forth its best professional efforts to perform its services under this Agreement in a manner consistent with that
schedule. The Owner understands, howevez, that the Landscape Architect's performance must be govemedby sound
landscape architechual practices. The Landscape Architect shall not be responsible for delays caused by
governmental entities or circumstances beyond its reasonable control, nor the delays which may be occasioned by
actions which, in the sole judgment of the Landscape Architect, are required in the exercise of usual and customary
professional care. The Landscape Architect shall not be liable for damages arising out of any such delay, nor
deemed to be in default of this Agreement as a result thereof.
N. COMPENSA'TION
A. Base Scope Services: For the above professional services, the Landscape Architect shall be paid on a lump sum
basis, $142,300.00 total. The total fee shall be allocated among the tasks in the following amounts:
Prelimi.nary Investigations: $6,700.00
Schematic Design: $23,200.00
Design Development: $20,000.00
Construction Documentation: $73,300.00
Restroom $8,000.00
Bid Services: $4,500.00
Reimbursable Expenses: 6 600.00
~ TOTAL: $142,300.00
B. Reimbursable Expenses are included in the above, to be charged against the Reimbursable line item. Reimbursable
expenses are Printing, reproduction and photography; Freight and delivery; Transportation/auto milage at the current
IltS rate; Fees paid for securing approval of authorities having jurisdiction over the work; Horticultural soil
testi.ng/analysis.
V. OWNER RESPONSIBILITIES
A. The Owner shall supply the Landsoape Architect with the following prior to the Landscape Architect's commencing
work. ~ ~
1. "As Built" Engineering documents for surrounding subdivision.
3. Geotechnical report for surrounding subdivision. .
4. An up-to-date aerial photograph.
VI. WORK NOT INCLUDED
The following items are not included in this contract:
A. Legal project boundary survey. .
'. B. Environmental investigation, testing, report, or processing
C. Potholing, subsurface, or destructive investigations of e~sting conditions.
D. Geotechnical investigation / report
E. Off site improvements.
• F. Provision of utility service points to the site from off site.
G. Artwork, Graphics, or Signage.
H. Perspective or "3D" drawings, simularions, or renderings by an outside subconsultant.
I. Structural Engineering evaluation or design for items other than restro.om.
Consulting Services Agreement between
City of Dublin and MPA DesiQn--Exhibit A PaaP :~ nf ~
Positano Park Page~4 f~4 ~ ~
MPA Design January 10, 2011
J. Mechanical and Plumbing Engineering. ~
K. New architectural structures.
L. Fountains and water features design and engineering.
M. Development of irrigation water source: coordination with water district, and design, spec., or detailing of well,
meter, pump, and/or filtration.
N. Rainwater or runoff harvesting / storage system for irrigation. ~
O. Documentation of more than one phase of construcrion.
P. Design revisions to drawings or specifications after the "Final" CD submittal. (Note: "Conforming" revisions to
incorporate Bid Period addenda are included in the Base Scope of Work.)
Q. Preparing documents for alternate bids or change orders initiated by the Owner.
R. Arranging for work to proceed should the Construction Contractor default due to delinquency or insolvency.
~ S. Construcrion period services.
~ T. Record Drawing prepararion.
MPA Design HOURLY RATE SCHEDULE
For additional services, the following hourly rate schedule will be in effect from January l, 2011 to December 3 l,
2011.
Cate~rv/Employee Rate per Hour
PrincipaWice President 195.00
D. Nelson
Principal 170.00
R. Alcina
Senior Associate 142.00
D. DeLashmutt, S. Muholland
Associate 130.00
T. Lansing, A. Myers
Intermediate Staff 100.00
S. Kenney, C. Erasmus
Sr. Word Processors/Jr. Staff 92:00
C. Stratton, K. Kumar .
Jr. Word Processors/Clerical 65.00
S. Preap
The following direct project costs to the Landscape Architect will be reimbursed at cost above the lump sum or hourly rate
maximum fee for any additional service work.
1. Printing, reproduction and photography .
2. Freight and delivery
3. Transportation / auto mileage at the current IRS rate.
4. Soil testing / analysis for horticultural suitability
5. Fees paid for securing approval of authorities having jurisdicrion over the work
In the event of any increase of costs due to the granting of wage increases and/or other employee benefits to office employees
due to the terms of any labor agreement, or rise in the cost of living, during the lifetime of this agreement, such percentage
increase shall be applied to the above billing rates for all remaini.ng additional compensation following the date of such increase
in costs.
•
~ ~
U
Consulting Services Agreement between
City of Dublin and MPA Design--Exhibit A Page 4 of 5
~
Y
~
O
~
~.
O
w
a
O
U
u~
~
O
~
~
~
•
~W
Q F'
~~
z ~'
QU
~, W
_ --~
cn O
O~
~~
~
,~o
. ~~
~~
~
~
~
Consulting Services Agreement between '
Citv of Dublin and MPA Design--Exhibit A Page 5 of 5 .
~ ~I
o~
~~
o ~.
o- ~
~~ v~
c~
~' ~ I
~ _
n. c~ ~
~
~ ~
D cQ ~
~ ~ I,
~. ~
CQ CD
~ h
m~
x ~
~
s ~
~ (U
W ~
-o
v
~
c~
0
c
Proposed Fees for Design Services MPA Design
Positano Neighborhood Park ~a~uary ~o, 2011
Fees and hours by personnel type proposed by the MPA Design team for Positano Park are shown below; for the 4.6 acre
park of the magnitude described in the City's RFP and the Scope of Work dated Jan. 7, 2011.
C
O +N+
~
rn ~
a~ ~
~
~
~ U
O
~
U
C Q ,
~
~'
c U
~ 41
~
` ~
o N
~E
~ _
m
~
cn
~ Q
~
~
~
~ N
p C
U N
~ .a
m
Hourl Rate Fee Hours Fee Hrs Fee , Hrs Fee Hrs Fee Hrs Fee Hrs
MPA Design $3,000 $23,200 $17,400 $52,000 $4,400 $3,000
Principal $170 9 82 51 92 8 5 247
Associate $130 12 54 54 240 17 16 393
Junior Staff $92 0 25 19 57 9 0 110
BKF Eng. $3,700 $0 $1,800 $12,600 $700 $900
Project Manager $158 12 0 8 32 1 4 57
Engineer II $119 16 0 5 64 4 2 91
Zeiger Engineering $0 $0 $500 $4,000 $1,200 $300
Principal $205 0 0 2 6 2 1 11
Junior Engineer $110 0 0 1 25 7 0 33
Dickson ASSOC. $o $o $300 $4,700 $o $300
Principal $125 0 0 2 23 0 2 27
Designer $75 0 0 0 25 0 25
Sierra Eng. $0 ~o $o $o $1,700 $o
Principal $190 0 0 0 0 2 0 2
I'ro'ect Mana er $130 0 0 0 0 10 0 10
Totals by Phase 49 161 142 564 60 30
~ ~
~
n
O
~
~
m
Z
D
-~
O
z
~
n
x
m
v
c
r
m
m
X
2
~
-~
00
~
N
~
23~~~.
•
u
~EIGER E~GINEERS~ INC.
478 3RD STREET, OAKLAND, CALIFQRNIA 9d¢Q7
TEL: (S1Q~ 452-9391
FAX: (Si0) 452-0661
www.zeigerengineers.com
BI~LING RATE SCHEDI.~LE
Applicable for the Periods of
January 1, 2011 through December 31, 2011
' Principals $205.00
Senior Engineers _ $166.00
Engineers ~ $141.00
Jr. Engineers $110.00
CAD Operator $102.00
Jr. CAD Operators $65.00
Expert Witness $336.00
Consulting Services Agreement between
City of Dublin antl MPA Design--Exhibit B Page 2 of 5
^`
~ ^
BKF
~ `T~~~
PEtOFESSIONAL PERSONNEL SERVICE FEES
)ANUARY 1, 2010 - DECEMBER 31, 2010
PERSONNEL
ENGINEERING
Associate
Project Manager
Engineer IV
Engineer I, II, III
PLANNING
Planner I, II, III
SURVEYING
Associate
Project Manager
Surveyor I, II, III, IV
Survey Party Chief
Survey Chainman
Apprentice I, II, III, N
Instrumentman
DESIGN AND DRAFTING
Technician I, II, III
Drafter I, II, III, N
Student Engineer/Surveyor
CONSTRUCTION ADMYNYSTRATION
Senior Construction Administrator
Resident Engineer
Field Engineer I, II, III
SERVICES AND EXPENSES
Project Assistant
Clerical/Administrative Assistant
Principals' time on projects is chargeable at $193.00- $2,15.00 per hour.
$67.00
$57.00
•
~
Charges for outside services, equipment, and facilities not furnished directly by BKF Engineers will be billed at
cost plus 10%. Such charges may include, but shall not be limited to printing and reproduction services;
shipping, delivery, and courier charges; subconsultant fees and expenses; special fees, permits, and
insurance; transportation on public carriers, meals, and lodging; and consumable materials. Mileage will be
charged at the prevailing IRS rate per mile.
Monthly invoices are due within 30 days from invoice date. Interest will be charged at 0.833% per month on
past due accounts. ~
Expert witness/litigation rates are available upon request.
HOURLY RATES
$167.00
$158.00 - $163.00
$146.00
$104.00 - $119.00 - $136.00
$104.Q0 - $119.00 - $135.00
, $167.00
$158.00 - $163.00
$104.00 - $119.00 - $ 136.00 - $146.00
$131.00
~ $103.00
$54.00 - $75.00. - $85.00 - $96.00
$115.00
$99.00 - $107.00 - $116.00
$77.00 - $85.00 - $94.00 - $103.00
$55.00
$155.00
$113.00
$104.00 - $119.00 - $136.00
•
Consulting Services Agreement between
City of Dublin and MPA Design--Exhibit B Page 3 of 5
•
DICKS~N & ASSOCIATES, INC.
LANDSCAPE IRFIIGATION DESIGN AND CONSULTING
2011 Billin~ Rates
Irrigation Design and Consulting $125 per hour
~~
AutoCAD Drafting
Clerical
i
~J
$ 75 per hour
$ 60 per hour
2 ~,~"z~
Cor~sulting Services Agreement between
City of Dublin and MPA Design--Exhibit B Page 4 of 5
.,
ENGINEERII~lG
G R O U P
~`IERI~A ElV~INEERING GI~OUP
FEE SCHEDUL.~
Princi~~rl
Associate
P~•ojecl Ma~rrrger
P~~aject Ejtgirteet~
Sestior Errgirteer~
Strrff Etrgiireea•
E~igi~reer~
Settior CAD Dl•~rftei•
CAD Drafler
f~CCOI[Itll/t~T
Arltjri~ristt~rrtive Se1~Uices
(Rtrtes eff~ctive DeeefttGet~ 1, 2409)
$190/lr~~
~154/lrf•
~130/h1~
~11 S/lrr~
,~1 DO/lir
,~88/Irr
$78/Iir
~70/{u•
~'6S/Irr•
~'65lltr~
~SS~l1'
ZCo ~~' ~
i
~
•
Consulting Services Agreement between
City of Dublin and MPA Design--Exhibit B Page 5 of 5