HomeMy WebLinkAboutReso 104-13 Conslting Svcs Agreements RESOLUTION NO. 104 - 13
A RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF DUBLIN
APPROVING CONSULTING SERVICES AGREEMENTS WITH SHUMS CODA ASSOCIATES;
INTERWEST CONSULTING GROUP; 4LEAF INC.; RBF CONSULTING; AND CIRCLEPOINT TO
PROVIDE ON-CALL SERVICES, AND FEE AMENDMENTS TO EXISTING AGREEMENTS WITH
A. S. DUTCHOVER & ASSOCIATES; CANNON DESIGN GROUP; DAVID L. BABBY; DAVID
BABCOCK & ASSOCIATES; ENVIRONMENTAL FORESIGHT INC.; GRAINGER HUNT; JERRY
HAAG & ASSOCIATES; KLUBER AND ASSOCIATES INC.; PAUL NIEMUTH & ASSOCIATES;
PLACEMAKERS; ROSEN GOLDBERG DER & LEWITZ; STEVENSON PORTO & PIERCE;
URBAN PLANNING PARTNERS; AND WRA INC.
WHEREAS, the City Council has directed Staff to process development projects expeditiously
and to hire consultants when services are needed; and
WHEREAS, Staff is seeking to expand the list of on-call consultants to ensure that adequate
resources are available to continue the general processing of entitlements for development projects
as well as plan checks and field inspections for those projects on an as needed basis; and
WHEREAS, seeking approval to amend the existing Consulting Services Agreements for on-
call services to increase the hourly rate paid to consultants in order to remain competitive; and
WHEREAS, the consulting firms that they have the skills and qualifications to provide the
necessary services; and
WHEREAS, the consultants will only perform work on a time and material basis; and
WHEREAS, all costs will be reimbursed by the project applicant or charged to the 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 as
to form.
NOW, THEREFORE, BE IT RESOLVED that the Dublin City Council does hereby approve
Consulting Services Agreements with Shums Coda Associates, Interwest Consulting Group, 4Leaf
Incorporated, RBF Consulting, and Circlepoint which are included as Exhibits A-E; and
BE IT FURTHER RESOLVED that the Dublin City Council does hereby approve amendments
to existing agreements with A. S. Dutchover & Associates, Cannon Design Group, David L. Babby,
David Babcock & Associates, Environmental Foresight Inc., Grainger Hunt, Jerry Haag & Associates,
Kluber and Associates Inc., Paul Niemuth & Associates, Placemakers, Rosen Goldberg, Der &
Lewitz, Stevenson Porto and Pierce, Urban Planning Partners, and WRA, which are include as
Exhibits F-S; and
BE IT FURTHER RESOLVED that the City Manager is authorized to execute the agreements
on behalf of the City.
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PASSED, APPROVED AND ADOPTED this 18th day of June, 2013, by the following vote:
AYES: Councilmembers Biddle, Gupta, Hart, Haubert, and Mayor Sbranti
NOES: None
ABSENT: None
ABSTAIN: None
Mayor
ATTEST:
„cier
City Clerk
Reso No. 104-13,Adopted 6-18-13, Item 4.10 Page 2 of 2
CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF DUBLIN AND
• SHUMS CODA ASSOCIATES
THIS AGREEMENT for consulting services is made by and between the City of Dublin ("City") and
Shums Coda Associates ("Consultant") as of July 1, 2013.
Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant
shall provide to City the services described in the Scope of Work attached as Exhibit A at the time and
place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms
of this Agreement and Exhibit A, the Agreement shall prevail. Consultant shall also conform to the
requirements of the Special Conditions attached as Exhibit C.
1.1 Term of Services. The term of this Agreement shall begin on the date first noted above
and shall end one year therafter, except that this Agreement shall be automatically
extended from year to year, , unless the term of the Agreement is otherwise terminated or
extended, 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 Assignment of Personnel. Consultant shall assign only competent personnel to perform
services pursuant to this Agreement. In the event that City, in its sole discretion, at any
time during the term of this Agreement, desires the reassignment of any such persons,
Consultant shall, immediately upon receiving notice from City of such desire of City,
reassign such person or persons,
1.4 Time. Consultant shall devote such time to the performance of services pursuant to this
Agreement as may be reasonably necessary to meet the standard of performance
provided in Section 1.1 above and to satisfy Consultant's obligations hereunder.
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Section 2, COMPENSATION. City hereby agrees to pay Consultant the hourly sum set forth in the
Payment Schedule contained in Exhibit B, notwithstanding any contrary indications that may be contained
in Consultant's proposal or the Scope of Services, for services to he performed and reimbursable costs
incurred under this Agreement. In the event of a conflict between this Agreement and Consultant's
proposal, 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.
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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 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 shalt contain the following information:
f 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;
f 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;
f 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;
f 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;
f The Consultant's signature.
2.2 Monthly Payment. City shall make monthly payments, based on invoices received, for
services satisfactorily performed, and for authorized reimbursable costs incurred. City
shall have 30 days from the receipt of an invoice that complies with all of the requirements
above to pay Consultant.
2.3 Final Payment. City shall pay the last 100/0 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 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.
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In no event shall Consultant submit any invoice for an amount in excess of the maximum
amount of compensation provided above either for a task or for the entire Agreement,
unless the Agreement is modified prior to the submission of such an invoice by a properly
executed change order or amendment.
2.5 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed
the amounts shown on the Payment Schedule, attached as Exhibit B.
2.6 Reimbursable Expenses. Reimbursable expenses, if any, are set forth in Exhibit B.
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.
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Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole
cost and expense, provide all facilities and equipment that may be necessary to perform the services
required by this Agreement. City shall make available to Consultant only the facilities and equipment listed
in this section, and only under the terms and conditions set forth herein.
City shall furnish physical facilities such as desks,filing cabinets, and conference space, as may be
reasonably necessary for Consultant's use while consulting with City employees and reviewing records and
the information in possession of the City. The location,quantity, and time of furnishing those facilities shall
be in the sole discretion of City. In no event shall City be obligated to furnish any facility that may involve
incurring any direct expense, including but not limited to computer, long-distance telephone or other
communication charges, vehicles, and reproduction facilities.
Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement,
Consultant, at its own cost and expense, shall procure "occurrence coverage" insurance against claims for
injuries to persons or damages to property that may arise from or in connection with the performance of the
work hereunder by the Consultant and its agents, representatives,employees, and subcontractors.
Consultant shall provide proof satisfactory to City of such insurance that meets the requirements of this
section and under forms of insurance satisfactory in all respects to the City. Consultant shall maintain the
insurance policies required by this section throughout the term of this Agreement. The cost of such
insurance shall be included in the Consultant's bid. Consultant shall not allow any subcontractor to
commence work on any subcontract until Consultant has obtained all insurance required herein for the
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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'
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 he 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 he
limited to, protection against claims arising from bodily and personal injury,
including death resulting therefrom, and damage to property resulting from
activities contemplated under this Agreement, including the use of owned and non-
owned automobiles.
4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as
broad as Insurance Services Office Commercial General Liability occurrence form
CG 0001 (ed. 11188) 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 General Liability.
Automobile coverage shall he at least as broad as Insurance Services Office
Automobile Liability form CA 0001 (ed. 12/90) Code t("any auto"). No
endorsement shall be attached limiting the coverage.
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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
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.
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b. The insurance shall cover on an occurrence or an accident basis, and not
on a claims-made basis.
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c. An endorsement must state that coverage is primary insurance with
respect to the City and its officers, 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 Liability Insurance. Consultant, at its own cost and expense, shall
maintain for the period covered by this Agreement professional liability insurance for
licensed professionals performing work pursuant to this Agreement in an amount not less
than ONE MILLION DOLLARS ($1,000,000) covering the licensed professionals' errors
and omissions.
4.3.1 Any deductible or self-insured retention shall not exceed $150,000 per claim.
4.3.2 An endorsement shall state that coverage shall not be suspended, voided,
canceled by either party, reduced in coverage or in limits, except after thirty (30)
days' prior written notice by certified mail, return receipt requested, has been given
to the City.
4.3.3 The policy must contain a cross liability or severabitity of interest clause.
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4.3.4 The following provisions shall apply if the professional liability coverages are
written on a claims-made form:
a. The retroactive date of the policy must be shown and must be before the
date of the Agreement.
b. Insurance must be maintained and evidence of insurance must be
provided for at least five years after completion of the Agreement or the
work, so long as commercially available at reasonable rates.
c. If coverage is canceled or not renewed and it is not replaced with another
claims-made policy form with a retroactive date that precedes the date of
this Agreement, Consultant must provide extended reporting coverage for
a minimum of five years after completion of the Agreement or the work.
The City shall have the right to exercise, at the Consultant's sole cost and
expense, any extended reporting provisions of the policy, if the Consultant
cancels or does not renew the coverage.
d. A copy of the claim reporting requirements must be submitted to the City
prior to the commencement of any work under this Agreement.
4.4 All Policies Requirements.
4.4.1 Acceptability of insurers. All insurance required by this section is to he placed
with insurers with a Bests rating of no less than A:VII.
4.4.2 Verification of coverage. Prior to beginning any work under this Agreement,
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.
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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 Coverage. In the event that any coverage required by
this section is reduced, limited, or materially affected in any other manner,
Consultant shall provide written notice to City at Consultant's earliest possible
opportunity and in no case later than five days after Consultant is notified of the
change in coverage.
4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide
or maintain any insurance policies or policy endorsements to the extent and within the time
herein required, City may, at its sole option exercise any of the following remedies, which
are alternatives to other remedies City may have and are not the exclusive remedy for
Consultant's breach:
f Obtain such insurance and deduct and retain the amount of the premiums for such
insurance from any sums due under the Agreement;
f 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
J' Terminate this Agreement.
Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. 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 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 law. It is understood that the duty of Consultant to indemnify and hold harmless includes the
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duty to defend asset 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
he an independent contractor and shall not be an employee of City. City shall have the
right to control Consultant only insofar as the results of Consultant's services rendered
pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3;
however, otherwise City shall not have the right to control the means by which Consultant
accomplishes services rendered pursuant to this Agreement. Notwithstanding any other
City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant
and any of its employees, agents, and subcontractors providing services under this
Agreement shall not qualify for or become entitled to, and hereby agree to waive any and
all claims to, any compensation, benefit, or any incident of employment by City, including
but not limited to eligibility to enroll in the California Public Employees Retirement System
(PERS)as an employee of City and entitlement to any contribution to be paid by City for
employer contributions and/or employee contributions for PERS benefits,
6.2 Consultant No Agent. Except as City may specify in writing, Consultant shall have no
authority, express or implied, to act on behalf of City in any capacity whatsoever as an
agent. Consultant shall have no authority, express or implied, pursuant to this Agreement
to bind City to any obligation whatsoever.
Section 7. LEGAL REQUIREMENTS.
7.1 Governing Law. The laws of the State of California shall govern this Agreement.
7.2 Compliance with Applicable Laws, Consultant and any subcontractors shall comply with
all laws applicable to the performance of the work hereunder.
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7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by
fiscal assistance from another governmental entity, Consultant and any subcontractors
shall comply with all applicable rules and regulations to which City is bound by the terms of
such fiscal assistance program.
7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and
its employees, agents, and any subcontractors have all licenses, permits, qualifications,
and approvals of whatsoever nature that are legally required to practice their respective
professions. Consultant represents and warrants to City that Consultant and its
employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect
at all times during the term of this Agreement any licenses, permits, and approvals that are
legally required to practice their respective professions. In addition to the foregoing,
Consultant and any subcontractors shall obtain and maintain during the term of this
Agreement valid Business Licenses from City.
7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate,on the
basis of a person's race, religion, color, national origin, age, physical or mental handicap or
disability, medical condition, marital status, sex, or sexual orientation, against any
employee, applicant for employment, subcontractor, bidder for a subcontract, or participant
in, recipient of, or applicant for any services or programs provided by Consultant under this
Agreement. Consultant shall comply with all applicable federal, state, and local laws,
policies, rules, and requirements related to equal opportunity and nondiscrimination in
employment, contracting, and the provision of any services that are the subject of this
Agreement, including but not limited to the satisfaction of any positive obligations required
of Consultant thereby.
Consultant shall include the provisions of this Subsection in any subcontract approved by
the Contract Administrator or this Agreement.
Section 8. TERMINATION AND MODIFICATION.
8.1 Termination. City may cancel this Agreement at any time and without cause upon written
notification to Consultant.
Consultant may cancel this Agreement upon 30 days' written notice to City and shall
include in such notice the reasons for cancellation.
In the event of termination, Consultant shall be entitled to compensation for services
performed to the effective date of termination; City, however, may condition payment of
such compensation upon Consultant delivering to City any or all documents, photographs,
computer software, video and audio tapes, and other materials provided to Consultant or
prepared by or for Consultant or the City in connection with this Agreement.
8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this
Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a
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written amendment to this Agreement, as provided for herein. Consultant understands and
agrees that, if City grants such an extension, City shall have no obligation to provide
Consultant with compensation beyond the maximum amount provided for in this
Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no
obligation to reimburse Consultant for any otherwise reimbursable expenses incurred
during the extension period.
8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the
parties.
8.4 Assignment and Subcontracting. City and Consultant recognize and agree that this
Agreement contemplates personal performance by Consultant and is based upon a
determination of Consultant's unique personal competence, experience, and specialized
personal knowledge. Moreover, a substantial inducement to City for entering into this
Agreement was and is the professional reputation and competence of Consultant.
Consultant may not assign this Agreement or any interest therein without the prior written
approval of the Contract Administrator. Consultant shall not subcontract any portion of the
performance contemplated and provided for herein, other than to the subcontractors noted
in the proposal, without prior written approval of the Contract Administrator.
8.5 Survival. All obligations arising prior to the termination of this Agreement and all
provisions of this Agreement allocating liability between City and Consultant shall survive
the termination of this Agreement.
8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms
of this Agreement, City's remedies shall include, but not be limited to, the following:
8,6.1 Immediately terminate the Agreement;
8,6.2 Retain the plans, specifications, drawings, reports, design documents, and any
other work product prepared by Consultant pursuant to this Agreement;
8.6.3 Retain a different consultant to complete the work described in Exhibit A not
finished by Consultant; or
8.6.4 Charge Consultant the difference between the cost to complete the work
described in Exhibit A that is unfinished at the time of breach and the amount that
City would have paid Consultant pursuant to Section 2 if Consultant had
completed the work.
Section 9. KEEPING AND STATUS OF RECORDS.
9.1 Records Created as Part of Consultant's Performance. All reports,data, maps,
models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications,
records, files,or any other documents or materials, in electronic or any other form, that
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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,
and/or copying at any time during regularbusiness hours, upon oral or written request of
the City. Under California Government Code Section 8546.7, if the amount of public funds
expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), the
Agreement shall be subject to the examination and audit of the State Auditor, at the
request of City or as part of any audit of the City, for a period of three (3) years after final
payment under the Agreement.
Section 10 MISCELLANEOUS PROVISIONS.
10.1 Attorneys' Fees. If a party to this Agreement brings any action, including an action for
declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing
party shall be entitled to reasonable attorneys' fees in addition to any other relief to which
that party may be entitled. The court may set such fees in the same action or in a
separate action brought for that purpose.
10.2 Venue. In the event that either party brings any action against the other under this
Agreement, the parties agree that trial of such action shall be vested exclusively in the
state courts of California in the County of Alameda or in the United States District Court for
the Northern District of California,
10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this
Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so
adjudged shall remain in full force and effect. The invalidity in whole or in part of any
provision of this Agreement shall not void or affect the validity of any other provision of this
Agreement.
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City of Dublin and Shums Coda Associates Page 11 of 14
10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this
Agreement does not constitute a waiver of any other breach of that term or any other term
of this Agreement.
10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of
and shall apply to and bind the successors and assigns of the parties.
10.6 Use of Recycled Products. Consultant shall prepare and submit all reports, written
studies and other printed material on recycled paper to the extent it is available at equal or
less cost than virgin paper.
10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within
the corporate limits of City or whose business, regardless of location, would place
Consultant in a "conflict of interest," as that term is defined in the Political Reform Act,
• codified at California Government Code Section 81000 et seq.
Consultant 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
interview related to this Agreement, either orally or through any written materials.
10.9 Contract Administration. This Agreement shall be administered by Chief Building
Official ("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:
Shums Coda Associates
•
Attention: David Basinger
5776 Stoneridge Mall Road, Suites#180
Pleasanton CA 94588
Consulting Services Agreement between July 1, 2013
City of Dublin and Shums Coda Associates Page 12 of 14
Any written notice to City shall he sent to:
City of Dublin
Attention: City Manager
100 Civic Plaza
Dublin, CA 94568
10.11 Integration. This Agreement, including the Scope of Work (Exhibit A); Payment Schedule
(Exhibit B)and Special Provisions(Exhibit C),which Exhibits are attached hereto and
incorporated herein , 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 CONSULTANT
A Municipal Corporation
is-de W 's
Joni Pattillo, City Manager David Basinger, Principal, Simms Coda Associates
Attest:
Caroline Soto, City Clerk
Approved as to Form:
John Bakker, City Attorney
•
•
Consulting Services Agreement between July 1, 2013
City of Dublin and Shums Coda Associates Page 13 of 14
EXHIBIT A
SCOPE OF SERVICES
BUILDING INSPECTION AND PLAN CHECK SERVICES. Consultant shall enforce provisions of the City's
Building, Residential, Electrical, Plumbing, Mechanical, Green Building Standards, Universal Design, Energy
and Housing Codes;the City of Dublin's Zoning Ordinance; and related State and local laws. Consultant
shall make such inspections and investigations as may be required to effect such enforcement and issue
permits as are required by the City's Ordinances and duly adopted policies. Such enforcement shall include
the duties related to the Building Official as set forth in the Dublin Municipal Code, and in the performance of
such work the Consultant shall do the following:
a. Plan Review. As directed by the Chief Building Official, review plans prepared by or
on behalf of applicants for compliance with the applicable Federal, State, and City ordinances and
regulations. Consultant shall maintain a close liaison with City Planning Department Staff in order
to insure that appropriate requirements of the Zoning Ordinance are incorporated within the plans
submitted. Consultant shall coordinate the submittal of plans and receipt of comments from other
appropriate agencies having jurisdiction in such matters relative to enforcement of fire codes,
sanitation codes,health codes, hazardous material regulations, and other regulatory agencies.
Consultant will strive to complete the first plan check of plans submitted within ten (10) business
days of receipt of complete plans from the applicant. The goal agreed to by Consultant will be to
complete 95%of all complete submittals within the 10 day period. City recognizes that on large-
scale projects this may not be possible and Consultant will strive for a plan review period that does
not exceed fifteen (15)days on large-scale projects. The Consultant shall notify the Chief Building
Official if the first plan check will not be completed within 10 business days.
Consultant will strive to complete all second or subsequent plan checks of plans submitted within
five(5) business days of receipt of complete plans from the applicant. The goal agreed to by
Consultant will be to complete 95%of all complete submittals within the five(5)day period. City
• recognizes that on large-scale projects this may not he possible and Consultant will strive for a
plan review period that does not exceed ten (10)clays on large-scale projects. The Consultant
shall notify the Chief Building Official if the second or subsequent plan checks will not be F
completed within 5 business days.
b. Building Inspection. Provide building inspection services during the course of
construction of facilities to enforce compliance with the provisions of applicable laws including City
Ordinances and regulations set forth on the plans for which the permit is issued. In the
performance of such duties, Consultant shall provide prompt inspection for each project at the
completion of the various stages of construction to determine compliance. Consultant shall provide
City Manager and/or designee with relevant background information on all assigned inspection
personnel prior to assignment under this Agreement. Consultant shall assign competent personnel
whose background, experience, applicable certifications, and demeanor demonstrate an ability to
conduct inspections of the type required under this Agreement, in accordance with City standards.
Consulting Services Agreement between July 1, 2.013
City of Dublin and Shums Coda Associates--Exhibit A Page 1 of 2
City Manager and/or designee shall determine acceptability of assigned inspection personnel.
Consultant shall promptly identify alternate personnel in the event of a request by City Manager
and/or designee.
In the event that Consultant requests a change in the assigned inspection personnel, Consultant
shall bear the full cost of any training required to familiarize the assigned personnel with the current
status of projects in the City. At the minimum, this shalt include a one-week overlap with both
inspectors. In the event that an assigned inspector is absent for a period of greater than three
concurrent workdays,the Consultant will provide a qualified temporary replacement that is
approved by the City.
c. Housing Code Enforcement. Under the direction of the Chief Building Official,
Consultant shall enforce the City Housing Code by investigation of complaints regarding sub-
standard housing conditions and when necessary, prepare cases for citation hearings,criminal
proceedings in municipal court, and/or civil abatement proceedings.
d. Presentation of Code Updates. In the event that the State of California adopts
revisions to any of the adopted codes during the term of this Agreement,Consultant shall assist the
Chief Building Official in preparing the staff report and necessary ordinances in advance of the
State mandatory implementation date.
e. Other Duties. Consultant shall perform other related activities as requested by the
City, including Building Official services. Fees for such services shall be negotiated on an as-
needed basis as approved by the City Manager or his/her designee.
2. REPORTING/PUBLIC INFORMATION. Consultant shall be responsible for coordination of monthly and
annual reports summarizing activities undertaken pursuant to this Agreement. Reports shall be in a format
and as mutually agreed by the City Manager and/or designee. As required, Consultant may prepare staff
reports for City Council, including but not limited to review and adoption of related code updates. Consultant
shall also assist with the preparation of informational brochures designed to assist the public with the
Building and Safety process.
3. COLLECTION OF FEES. All fees collected from permit applicants in connection with the carrying out of the
functions set forth in this Agreement shall be collected by the City. If required, Consultant shall submit as
appropriate, information and recommendations on proposed City adjustments to the adopted fee schedules.
4. LIMITATIONS(AVOIDANCE OF CONFLICTS. During the term of this Agreement,Consultant shall not
provide services to any client for a project that requires any approval from the City.
•
Consulting Services Agreement between July 1, 2013
City of Dublin and Shums Coda Associates--Exhibit A Page 2 of 2
EXHIBIT B
Shucns Coda Associates
PAYMENT SCHEDULE
A. City shall pay Consultant for services rendered in accordance with the hourly rates stated in section B.
Consultant shall submit invoices, not more often than once per month, based upon the work completed. At
the sole discretion of the City, other payment schedules may be considered. Invoices shall include an
accounting of all hours by classification and task. The format and documentation included on the invoice
shall be subject to approval by the City Manager and/or designee.
B. HOURLY RATES:
The following rates include all reimbursable or indirect costs, including hut not limited to a vehicle and
mobile field device (smart phone or laptop)compatible with the City's permitting system.
1. Supervising Building Inspector $103.00
(Includes oversight of Contract Inspectors,
monitoring of Inspections demand and a
knowledge/certification in commercial I
multi-family building systems.)
2. Building Inspector III $94.00
(Includes knowledge and certification in commercial
building systems including structural, mechanical,
plumbing, and electrical systems.)
3. Building Inspector II $84.00
(Includes Inspection as well as any plan checking
of Residential and Non-Structural Commercial/
Industrial Plans.)
4. Building Inspector I $58.00
(Includes Inspection of Residential buildings)
5. Plan Checking (on or off site) $110.00
(As authorized by City Manager and/or designee.)
6. Certified Access Specialist $1.00
(An hourly surcharge is permitted for each
Building Inspector rate listed in this Exhibit
that holds an active CASp certification)
Consulting Services Agreement between July 1, 2013
City of Dublin and Shums Coda Associates-- Exhibit B Page 1 of 1
EXHIBIT C
SPECIAL PROVISIONS
The following provisions are hereby incorporated in the Agreement by and between Shums Coda Associates
(Consultant) and City of Dublin (City):
ASSIGNED PERSONNEL/SUBCONTRACTORS.
The following terms and conditions are hereby agreed to by Consultant prior to the assignment of personnel or use by
Consultant of subcontractors.
a. Submittal to City Manager. The name,background and experience of any and every firm or individual to
which any work outlined in this Agreement is to be performed must be submitted to the City Manager
and/or designee for prior approval.
b. Consultant Liable for Work of Subcontractors. Approval by the City Manager of a subcontractor shall not
relieve Consultant of any liability for the work to be performed pursuant to this Agreement, nor shall such
approval infer any contractual relationship between City and any subcontractor.
EMERGENCY OPERATIONS ASSISTANCE.
The following terms and conditions are hereby agreed to by Consultant in the event of a local or regional emergency:
a. Report into the City of Dublin Emergency Operations Center(E.O.C.). Contract personnel will make a
reasonable effort to report to the City of Dublin E.O.C. as soon as possible following a local or regional
emergency.
b. Consultant shall provide emergency preparedness training, All contract personnel shall maintain at all
times appropriate emergency training and certification, such as ATC-20 Damage Assessment Training
and Certification.
c. The Consultant shall make contract personnel and Consultant resources available for emergency
response at the same hourly rates and conditions specified in this contract.
•
d. The Consultant acknowledges that emergency response work may require variations in work hours
and assignments.
2051998.1
Consulting Services Agreement between July 1, 2013
City of Dublin and Shums Coda Associates-- Exhibit C Page 1 of 1
CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF DUBLIN AND
INTERWEST CONSULTING GROUP.
THIS AGREEMENT for consulting services is made by and between the City of Dublin ("City") and
Interwest Consulting Group, ("Consultant") as of July 1, 2013.
Section 1. SERVICES. Subject to the terms arid conditions set forth in this Agreement, Consultant
shall provide to City the services described in the Scope of Work attached as Exhibit A at the time and
place and in the manner specified therein. In the event of a conflict in orinconsistency between the terms
of this Agreement and Exhibit A, the Agreement shall prevail. Consultant shall also conform to the
requirements of the Special Conditions attached as Exhibit C.
1.1 Term of Services. The term of this Agreement shall begin on the date first noted above
and shall end one year therafter, except that this Agreement shall be automatically
extended from year to year, , unless the term of the Agreement is otherwise terminated or
extended, 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 Assignment of Personnel. Consultant shall assign only competent personnel to perform
services pursuant to this Agreement. In the event that City, in its sole discretion, at any
time during the term of this Agreement, desires the reassignment of any such persons,
Consultant shall, immediately upon receiving notice from City of such desire of City,
reassign such person or persons.
1.4 Time, Consultant shall devote such time to the performance of services pursuant to this
Agreement as may be reasonably necessary to meet the standard of performance
provided in Section 1.1 above and to satisfy Consultant's obligations hereunder.
Section 2. COMPENSATION. City hereby agrees to pay Consultant the hourly sum set forth in the
Payment Schedule contained in Exhibit B, notwithstanding any contrary indications that may be contained
in Consultant's proposal or the Scope of Services, 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, 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 July 1, 2013
City of Dublin and Interwest Consulting Group Page 1 of 14
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 paiiies
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:
f Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice,
etc.;
f The beginning and ending dates of the billing period;
f 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;
f 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;
f 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;
f The Consultant's signature.
2.2 Monthly Payment. City shall make monthly payments, based on invoices received, for
services satisfactorily performed, and for authorized reimbursable costs incurred. City
shall have 30 days from the receipt of an invoice that complies with all of the requirements
above to pay Consultant. •
2.3 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 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.
Consulting Services Agreement between July 1, 2013
City of Dublin and Interwest Consulting Group Page 2 of 14
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 aproperly
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 Payment Schedule, attached as Exhibit B.
2.6 Reimbursable Expenses. Reimbursable expenses, if any, are set forth in Exhibit B.
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 he
reasonably necessary for Consultant's use while consulting with City employees and reviewing records and
the information in possession of the City. The location, quantity, and time of furnishing those facilities shall
be in the sole discretion of City. In no event shall City be obligated to furnish any facility that may involve
incurring any direct expense, including but not limited to computer, long-distance telephone or other
communication charges, vehicles, and reproduction facilities.
Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement,
Consultant, at its own cost and expense, shall procure "occurrence coverage" insurance against claims for
injuries to persons or damages to property that may arise from or in connection with the performance of the
work hereunder by the Consultant and its agents, representatives, employees, and subcontractors.
Consultant shall provide proof satisfactory to City of such insurance that meets the requirements of this
section and under forms of insurance satisfactory in all respects to the City. Consultant shall maintain the
insurance policies required by this section throughout the term of this Agreement. The cost of such
insurance shall be included in the Consultant's bid. Consultant shall not allow any subcontractor to
commence work on any subcontract until Consultant has obtained all insurance required herein for the
•
Consulting Services Agreement between July 1, 2013
City of Dublin and Interest Consulting Group Page 3 of 14
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'
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)clays' 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 automobiles.
4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as
broad as Insurance Services Office Commercial General Liability occurrence form
CG 0001 (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 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.
Consulting Services Agreement between — July 1, 2013
City of Dublin and Interwest Consulting Group Page 4 of 14
•
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
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
requested, has been given to the City.
4.3 Professional Liability Insurance. Consultant, at its own cost and expense, shall
maintain for the period covered by this Agreement professional liability insurance for
licensed professionals performing work pursuant to this Agreement in an amount not less
than ONE MILLION DOLLARS($1,000,000) covering the licensed professionals' errors
and omissions.
4.3.1 Any deductible or self-insured retention shall not exceed $950,000 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)
clays'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.
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City of Dublin and Intel-west Consulting Group Page 5 of 14
4.3.4 The following provisions shall apply if the professional liability coverages are
written on a claims-made form:
a. The retroactive date of the policy must be shown and must be before the
date of the Agreement.
b. Insurance must be maintained and evidence of insurance must be
provided for at least five years after completion of the Agreement or the
work,so long as commercially available at reasonable rates.
c. If coverage is canceled or not renewed and it is not replaced with another
claims-made policy form with a retroactive date that precedes the date of
this Agreement, Consultant must provide extended reporting coverage for
a minimum of five years after completion of the Agreement or the work.
The City shall have the right to exercise, at the Consultant's sole cost and
expense, any extended reporting provisions of the policy, if the Consultant
cancels or does not renew the coverage.
d. A copy of the claim reporting requirements must be submitted to the City
prior to the commencement of any work under this Agreement.
4.4 All Policies Requirements.
4.4.1 Acceptability of insurers. All insurance required by this section is to be placed
with insurers with a Bests' rating of no less than A:VII.
4.4.2 Verification of coverage. Prior to beginning any work under this Agreement,
Consultant shall furnish City with certificates of insurance and with original
endorsements effecting coverage required herein. The certificates and
endorsements for each insurance policy are to be signed by a person authorized
by that insurer to bind coverage on its behalf. The City reserves the right to
require complete, certified copies of all required insurance policies, 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.
•
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City of Dublin and Interwest Consulting Group Page 6 of 14
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 Coverage. In the event that any coverage required by
this section is reduced, limited, or materially affected in any other manner,
Consultant shall provide written notice to City at Consultant's earliest possible
opportunity and in no case later than five days after Consultant is notified of the
change in coverage.
4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide
or maintain any insurance policies or policy endorsements to the extent and within the time
herein required, City may, at its sole option exercise any of the following remedies, which
are alternatives to other remedies City may have and are not the exclusive remedy for
Consultant's breach:
f Obtain such insurance and deduct and retain the amount of the premiums for such
insurance from any sums due under the Agreement;
f 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
f Terminate this Agreement.
Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. 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 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
Consulting Services Agreement between July 1, 2013
City of Dublin and Interwest Consulting Group Page 7 of 14
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. Notwithstanding any other
City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant
and any of its employees, agents, and subcontractors providing services under this
Agreement shall not qualify for or become entitled to, and hereby agree to waive any and
all claims to, any compensation, benefit, or any incident of employment by City, including
but not limited to eligibility to enroll in the California Public Employees Retirement System
(PERS) as an employee of City and entitlement to any contribution to be paid by City for
employer contributions and/or employee contributions for PERS benefits.
6.2 Consultant No Agent. Except as City may specify in writing, Consultant shall have no
authority, express or implied, to act on behalf of City in any capacity whatsoever as an
agent. Consultant shall have no authority, express or implied, pursuant to this Agreement
to bind City to any obligation whatsoever.
Section 7. LEGAL REQUIREMENTS.
7.1 Governing Law. The laws of the State of California shall govern this Agreement.
7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with
all laws applicable to the performance of the work hereunder.
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City of Dublin and Interwest Consulting Group Page 8 of 14
7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by
fiscal assistance from another governmental entity, Consultant and any subcontractors
shall comply with all applicable rules and regulations to which City is bound by the terms of
such fiscal assistance program.
7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and
its employees, agents, and any subcontractors have all licenses, permits, qualifications,
and approvals of whatsoever nature that are legally required to practice their respective
professions. Consultant represents and warrants to City that Consultant and its
employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect
at all times during the term of this Agreement any licenses, permits, and approvals that are
legally required to practice their respective professions. In addition to the foregoing,
Consultant and any subcontractors shall obtain and maintain during the term of this
Agreement valid Business Licenses from City.
7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate, on the
basis of a person's race, religion, color, national origin, age, physical or mental handicap or
disability, medical condition, marital status, sex, or sexual orientation, against any
employee, applicant for employment, subcontractor, bidder for a subcontract, or participant
in, recipient of, or applicant for any services or programs provided by Consultant under this
Agreement. Consultant shall comply with all applicable federal, state, and local laws,
policies, rules, and requirements related to equal opportunity and nondiscrimination in
employment, contracting, and the provision of any services that are the subject of this
Agreement, including but not limited to the satisfaction of any positive obligations required
of Consultant thereby.
Consultant shall include the provisions of this Subsection in any subcontract approved by
the Contract Administrator or this Agreement.
Section 8. TERMINATION AND MODIFICATION.
8.1 Termination. City may cancel this Agreement at any time and without cause upon written
notification to Consultant.
Consultant may cancel this Agreement upon 30 days' written notice to City and shall
include in such notice the reasons for cancellation.
In the event of termination, Consultant shall be entitled to compensation for services
performed to the effective date of termination; City, however, may condition payment of
such compensation upon Consultant delivering to City any or all documents, photographs,
computer software, video and audio tapes, and other materials provided to Consultant or
prepared by or for Consultant or the City in connection with this Agreement.
8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this
Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a
Consulting Services Agreement between July 1, 2013
City of Dublin and Interwest Consulting Group Page 9 of 14
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written amendment to this Agreement, as provided for herein. Consultant understands and
agrees that, if City grants such an extension, City shall have no obligation to provide
Consultant with compensation beyond the maximum amount provided for in this
Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no
obligation to reimburse Consultant for any otherwise reimbursable expenses incurred
during the extension period.
8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the
parties.
8.4 Assignment and Subcontracting. City and Consultant recognize and agree that this
Agreement contemplates personal performance by Consultant and is based upon a
determination of Consultants 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. Alt obligations arising prior to the termination of this Agreement and all
provisions of this Agreement allocating liability between City and Consultant shall survive
the termination of this Agreement
8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms
of this Agreement, City's remedies shall include, but not be limited to, the following:
8.6.1 Immediately terminate the Agreement;
8.6.2 Retain the plans, specifications, drawings, reports,design documents, and any
other work product prepared by Consultant pursuant to this Agreement;
8.6.3 Retain a different consultant to complete the work described in Exhibit A not
finished by Consultant; or
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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.
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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
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City of Dublin and Intervest Consulting Group Page 10 of 14
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,
and/or copying at any time during regular business hours, upon oral or written request of
the City. Under California Government Code Section 8546.7, if the amount of public funds
expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), the
Agreement shall be subject to the examination and audit of the State Auditor, at the
request of City or as part of any audit of the City, for a period of three (3) years after final
payment under the Agreement.
Section 10 MISCELLANEOUS PROVISIONS.
10.1 ,Attorneys'Fees. If a party to this Agreement brings any action, including an action for
declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing
party shall be entitled to reasonable attorneys' fees in addition to any other relief to which
that party may be entitled. The court may set such fees in the same action or in a
separate action brought for that purpose.
10.2 Venue. In the event that either party brings any action against the other under this
Agreement, the parties agree that trial of such action shall he 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 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.
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City of Dublin and Interwest Consulting Group Page 11 of 14
10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this
Agreement does not constitute a waiver of any other breach of that term or any other term
of this Agreement.
10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of
and shall apply to and bind the successors and assigns of the parties.
10.6 Use of Recycled Products. Consultant shall prepare and submit all reports, written
studies and other printed material on recycled paper to the extent it is available at equal or
less cost than virgin paper.
10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within
the corporate limits of City or whose business, regardless of location, would place
Consultant in a "conflict of interest,"as that term is defined in the Political Reform Act,
codified at California Government Code Section 81000 et seq.
Consultant 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 of 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
interview related to this Agreement, either orally or through any written materials.
10.9 Contract Administration. This Agreement shall be administered by Chief Building
Official ("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:
Interwest Consulting Group
Attention: Michael Kashiwagi
9300 West Stockton Blvd. Suite# 105
Elk Grove CA, 95758
Consulting Services Agreement between July 1, 2013
City of Dublin and Interwest Consulting Group Page 12 of 14
Any written notice to City shall be sent to:
City of Dublin
Attention: City Manager -
100 Civic Plaza
Dublin, CA 94568
10.11 Integration. This Agreement, including the Scope of Work (Exhibit A);Payment Schedule
(Exhibit B) and Special Provisions(Exhibit C),which Exhibits are attached hereto and
incorporated herein , 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 CONSULTANT
A Municipal Corporation
Joni Pattillo, City Manager Michael Kashiw yi, Municipal Services Director
Attest: \`
Caroline Soto, City Clerk
Approved as to Form:
John Bakker, City Attorney •
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Consulting Services Agreement between July 1, 2013
City of Dublin and Interwest Consulting Group Page 13 of 14
EXHIBIT A
SCOPE OF SERVICES
1. BUILDING INSPECTION AND PLAN CHECK SERVICES. Consultant shall enforce provisions of the City's
Building, Residential, Electrical, Plumbing, Mechanical,Green Building Standards,Universal Design, Energy
and Housing Codes;the City of Dublin's Zoning Ordinance;and related State and local laws. Consultant
shall make such inspections and investigations as may be required to effect such enforcement and issue
permits as are required by the City's Ordinances and duly adopted policies. Such enforcement shall include
the duties related to the Building Official as set forth in the Dublin Municipal Code,and in the performance of .
such work the Consultant shall do the following:
a Plan Review. As directed by the Chief Building Official, review plans prepared by or
on behalf of applicants for compliance with the applicable Federal, State, and City ordinances and
regulations. Consultant shall maintain a close liaison with City Planning Department Staff in order
to insure that appropriate requirements of the Zoning Ordinance are incorporated within the plans
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submitted. Consultant shall coordinate the submittal of plans and receipt of comments from other
appropriate agencies having jurisdiction in such matters relative to enforcement of fire codes,
sanitation codes, health codes, hazardous material regulations, and other regulatory agencies.
Consultant will strive to complete the first plan check of plans submitted within ten(10)business
days of receipt of complete plans from the applicant. The goal agreed to by Consultant will be to
complete 95%of all complete submittals within•the 10 day period. City recognizes that on large-
scale projects this may not be possible and Consultant will strive fora plan review period that does
not exceed fifteen(15)days on large-scale projects. The Consultant shall notify the Chief Building
Official if the first plan check will not be completed within 10 business days.
Consultant will strive to complete all second or subsequent plan checks of plans submitted within
five(5) business days of receipt of complete plans from the applicant. The goal agreed to by
Consultant will be to complete 95%of all complete submittals within the five(5)day period. City
recognizes that on large-scale projects this may not be possible and Consultant will strive for a
plan review period that does not exceed ten(10)days on large-scale projects. The Consultant
shall notify the Chief Building Official if the second or subsequent plan checks will not be
completed within 5 business days.
b. Building Inspection. Provide building inspection services during the course of
construction of facilities to enforce compliance with the provisions of applicable laws including City
Ordinances and regulations set forth on the plans for which the permit is issued. In the
performance of such duties, Consultant shall provide prompt inspection for each project at the
completion of the various stages of construction to determine compliance. Consultant shall provide
City Manager and/or designee with relevant background information on all assigned inspection
personnel prior to assignment under this Agreement. Consultant shall assign competent personnel
whose background, experience, applicable certifications, and demeanor demonstrate an ability to
conduct inspections of the type required under this Agreement, in accordance with City standards.
Consulting Services Agreement between July 1, 2013
City of Dublin and Interwest Consulting Group--Exhibit A Page 1 of 2
City Manager and/or designee shall determine acceptability of assigned inspection personnel.
Consultant shall promptly identify alternate personnel in the event of a request by City Manager .
and/or designee.
In the event that Consultant requests a change in the assigned inspection personnel,Consultant
shall bear the full cost of any training required to familiarize the assigned personnel with the current
status of projects in the City. At the minimum,this shall include a one-week overlap with both
inspectors. In the event that an assigned inspector is absent for a period of greater than three
concurrent workdays,the Consultant will provide a qualified temporary replacement that is
approved by the City.
c. Housing Code Enforcement. Under the direction of the Chief Building Official,
Consultant shall enforce the City Housing Code by investigation of complaints regarding sub-
standard housing conditions and when necessary, prepare cases for citation hearings,criminal
proceedings in municipal court, and/or civil abatement proceedings.
d. Presentation of Code Updates. In the event that the State of California adopts
revisions to any of the adopted codes during the term of this Agreement, Consultant shall assist the
Chief Building Official in preparing the stall report and necessary ordinances in advance of the
State mandatory implementation date.
e. Other Duties. Consultant shall perform other related activities as requested by the
City, including Building Official services. Fees for such services shall be negotiated on an as-
needed basis as approved by the City Manager or his/her designee.
2. REPORTING/PUBLIC INFORMATION. Consultant shall be responsible for coordination of monthly and
annual reports summarizing activities undertaken pursuant to this Agreement. Reports shall be in a format
and as mutually agreed by the City Manager and/or designee. As required, Consultant may prepare staff .
reports for City Council, including but not limited to review and adoption of related code updates. Consultant
shall also assist with the preparation of informational brochures designed to assist the public with the
Building and Safety process.
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3. COLLECTION OF FEES. All fees collected from permit applicants in connection with the carrying out of the
functions set forth in this Agreement shall be collected by the City. If required,Consultant shall submit as
appropriate, information and recommendations on proposed City adjustments to the adopted fee schedules.
4. LIMITATIONS(AVOIDANCE OF CONFLICTS). During the term of this Agreement, Consultant shall not .
provide services to any client for a project that requires any approval from the City.
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Consulting Services Agreement between July 1, 2013
City of Dublin and Intel-west Consulting Group--Exhibit A Page 2 of 2
EXHIBIT B
Interwest Consulting Group
PAYMENT SCHEDULE
A. City shall pay Consultant for services rendered in accordance with the hourly rates stated in section B.
Consultant shall submit invoices, not more often than once per month, based upon the work completed. At
the sole discretion of the City,other payment schedules may be considered. Invoices shall include an
accounting of all hours by classification and task. The format arid documentation included on the invoice
shall be subject to approval by the City Manager and/or designee.
B. HOURLY RATES:
The following rates include all reimbursable or indirect costs, including but not limited to a vehicle and
mobile field device(smart phone or laptop) compatible with the City's permitting system.
1. Supervising Building Inspector $103.00
(Includes oversight of Contract Inspectors,
monitoring of Inspections demand and a
knowledge/certification in commercial/
multi-family building systems.)
2. Building Inspector.11l $94.00
(Includes knowledge and certification in commercial
building systems including structural, mechanical,
plumbing, and electrical systems.)
3. Building Inspector II $84.00
(Includes Inspection as well as any plan checking
of Residential and Non-Structural Commercial.!
Industrial Plans.)
4. Building Inspector I $58.00
(Includes Inspection of Residential buildings)
5. Plan Checking(on or off site) $110.00
(As authorized by City Manager and/or designee.)
6. Certified Access Specialist $1.00
(An hourly surcharge is permitted for each
Building Inspector rate listed in this Exhibit
that holds an active CASp certification)
Consulting Services Agreement between July 1, 2013
City of Dublin and Interwest Consulting Group-- Exhibit B Page 1 of 1
EXHIBIT C
SPECIAL PROVISIONS
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The following provisions are hereby incorporated in the Agreement by and between Interest Consulting Group
(Consultant)and City of Dublin (City):
ASSIGNED PERSONNEUSUBCONTRACTORS,
The following terms and conditions are hereby agreed to by Consultant prior to the assignment of personnel or use by
Consultant of subcontractors.
a. Submittal to City Manager. The name,background and experience of any and every firm or individual to
which any work outlined in this Agreement is to be performed must be submitted to the City Manager
and/or designee for prior approval.
b. Consultant Liable for Work of Subcontractors. Approval by the City Manager of a subcontractor shall not
relieve Consultant of any liability for the work to be performed pursuant to this Agreement, nor shall such
approval infer any contractual relationship between City and any subcontractor.
EMERGENCY OPERATIONS ASSISTANCE.
The following terms and conditions are hereby agreed to by Consultant in the event of a local or regional emergency:
a. Report into the City of Dublin Emergency Operations Center(E.O.C.). Contract personnel will make a
reasonable effort to report to the City of Dublin E.O.C.as soon as possible following a local or regional
emergency.
b. Consultant shall provide emergency preparedness training. All contract personnel shall maintain at all
times appropriate emergency training and certification,such as ATC-20 Damage Assessment Training
and Certification.
c. The Consultant shall make contract personnel and Consultant resources available for emergency
response at the same hourly rates and conditions specified in this contract.
d. The Consultant acknowledges that emergency response work may require variations in work hours
and assignments.
2051998.1
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Consulting Services Agreement between July 1, 2013
City of Dublin and Interest Consulting Group--Exhibit C Page 1 of 1
CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF DUBLIN AND
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4LEAF, INC.
THIS AGREEMENT for consulting services is made by and between the City of Dublin ("City") and
4Leaf Inc., ("Consultant") as of July 1, 2013.
Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant
shall provide to City the services described in the Scope of Work attached as Exhibit A at the time and
place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms
of this Agreement and Exhibit A, the Agreement shall prevail. Consultant shall also conform to the
requirements of the Special Conditions attached as Exhibit C.
1.1 Term of Services. The term of this Agreement shall begin on the date first noted above
and shall end one year therafter, except that this Agreement shall be automatically
extended from year to year, , unless the term of the Agreement is otherwise terminated or
extended, as provided for in Section 8.
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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 Assignment of Personnel. Consultant shall assign only competent personnel to perform
services pursuant to this Agreement. In the event that City, in its sole discretion, at any
time during the term of this Agreement, desires the reassignment of any such persons,
Consultant shall,immediately upon receiving notice from City of such desire of City,
reassign such person or persons.
1.4 Time. Consultant shall devote such time to the performance of services pursuant to this
Agreement as may be reasonably necessary to meet the standard of performance
provided in Section 1.1 above and to satisfy Consultant's obligations hereunder.
Section 2. COMPENSATION. City hereby agrees to pay Consultant the hourly sum set forth in the
Payment Schedule contained in Exhibit B, notwithstanding any contrary indications that may be contained
in Consultant's proposal or the Scope of Services, for services to be performed and reimbursable costs
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incurred under this Agreement. In the event of a conflict between this Agreement and Consultant's
proposal, 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 he 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 July 1, 2013
City of Dublin and 4Leaf Inc Page 1 of 14
Consultant and City acknowledge and agree that compensation paid by City to Consultant under this
Agreement is based upon Consultant's estimated costs of providing the services required hereunder,
including salaries and benefits of employees and subcontractors of Consultant. Consequently, the parties
further agree that compensation hereunder is intended to include the costs of contributions to any pensions
and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City
therefore has no responsibility for such contributions beyond compensation required under this Agreement.
2.1 Invoices. Consultant shall submit invoices, not more often than once a month during the
term of this Agreement, based on the cost for services performed and reimbursable costs
incurred prior to the invoice date. Invoices shall contain the following information:
f Serial identifications of progress hills; i.e., Progress Bill No. 1 for the first invoice,
etc.;
f The beginning and ending dates of the billing period;
f 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;
f At City's option, for each work item in each task, a copy of the applicable time
entries or time sheets shah 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;
f 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:
f The Consultant's signature.
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2.2 Monthly Payment. City shall make monthly payments, based on invoices received, for
services satisfactorily performed, and for authorized reimbursable costs incurred. City
shall have 30 days from the receipt of an invoice that complies with all of the requirements
above to pay Consultant.
2.3 - 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 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.
Consulting Services Agreement between July 1, 2013
City of Dublin and 4Leaf Inc Page 2 of 14
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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.
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2.5 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed
the amounts shown on the Payment Schedule, attached as Exhibit B.
2.6 Reimbursable Expenses. Reimbursable expenses, if any, are set forth in Exhibit B.
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
incurring any direct expense, including but not limited to computer, long-distance telephone or other
communication charges, vehicles, and reproduction facilities.
Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement,
Consultant, at its own cost and expense, shall procure"occurrence coverage" insurance against claims for
injuries to persons or damages to property that may arise from or in connection with the performance of the
work hereunder by the Consultant and its agents, representatives, employees, and subcontractors.
Consultant shall provide proof satisfactory to City of such insurance that meets the requirements of this
section and under forms of insurance satisfactory in all respects to the City. Consultant shall maintain the
insurance policies required by this section throughout the term of this Agreement. The cost of such
insurance shall be included in the Consultant's bid. Consultant shall not allow any subcontractor to
commence work on any subcontract until Consultant has obtained all insurance required herein for the
Consulting Services Agreement between July 1, 2013
City of Dublin and 4Leaf Inc Page 3 of 14
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'
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 automobiles.
4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as
broad as Insurance Services Office Commercial General Liability occurrence form
CG 0001 (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 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.
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City of Dublin and 4Leaf Inc Page 4 of 14
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
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 he
•
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 Liability Insurance. Consultant, at its own cost and expense, shall
maintain for the period covered by this Agreement professional liability insurance for
licensed professionals performing work pursuant to this Agreement in an amount not less
than ONE MILLION DOLLARS($1,000,000) covering the licensed professionals' errors
and omissions.
• 4.3.1 Any deductible or self-insured retention shall not exceed $150,000 per claim.
4.3.2 An endorsement shall state that coverage shall not be suspended, voided,
canceled by either party, reduced in coverage or in limits, except after thirty (30)
days' prior written notice by certified mail, return receipt requested, has been given
to the City.
4.3.3 The policy must contain a cross liability or severability of interest clause.
•
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City of Dublin and 4Leaf Inc Page 5 of 14
4.3.4 The following provisions shall apply if the professional liability coverages are
written on a claims-made form:
a. The retroactive date of the policy must be shown and must be before the
date of the Agreement.
b. Insurance must be maintained and evidence of insurance must be
provided for at least five years after completion of the Agreement or the
work, so long as commercially available at reasonable rates.
c. If coverage is canceled or not renewed and it is not replaced with another
claims-made policy form with a retroactive date that precedes the date of
this Agreement, Consultant must provide extended reporting coverage for
a minimum of five years after completion of the Agreement or the work.
The City shall have the right to exercise, at the Consultant's sole cost and
expense, any extended reporting provisions of the policy, if the Consultant
cancels or does not renew the coverage.
d. A copy of the claim reporting requirements must be submitted to the City
prior to the commencement of any work under this Agreement.
4.4 All Policies Requirements.
4.4.1 Acceptability of insurers. All insurance required by this section is to be placed
with insurers with a Bests' rating of no less than A:VII.
4.4.2 Verification of coverage. Prior to beginning any work under this Agreement,
Consultant shall furnish City with certificates of insurance and with original
endorsements effecting coverage required herein. The certificates and
endorsements for each insurance policy are to be signed by a person authorized
by that insurer to bind coverage on its behalf. The City reserves the right to
require complete,certified copies of all required insurance policies, 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 staled 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
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City of Dublin and 4Leaf Inc Page 6 of 14
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 Coverage. In the event that any coverage required by
this section is reduced, limited, or materially affected in any other manner,
Consultant shall provide written notice to City at Consultant's earliest possible
opportunity and in no case later than five days after Consultant is notified of the
change in coverage.
1
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:
f Obtain such insurance and deduct and retain the amount of the premiums for such
insurance from any sums due under the Agreement;
f 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
f Terminate this Agreement.
Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. 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 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
Consulting Services Agreement between July 1, 2013
City of Dublin and 4Leaf Inc Page 7 of 14
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. Notwithstanding any other
City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant
and any of its employees, agents, and subcontractors providing services under this
Agreement shall not qualify for or become entitled to, and hereby agree to waive any and
all claims to, any compensation, benefit, or any incident of employment by City, including
but not limited to eligibility to enroll in the California Public Employees Retirement System
(PERS) as an employee of City and entitlement to any contribution to be paid by City for
employer contributions and/or employee contributions for PERS benefits.
6.2 Consultant No Agent. Except as City may specify in writing, Consultant shall have no
authority, express or implied, to act on behalf of City in any capacity whatsoever as an
agent. Consultant shall have no authority, express or implied, pursuant to this Agreement
to bind City to any obligation whatsoever.
Section 7. LEGAL REQUIREMENTS.
7.1 Governing Law. The laws of the State of California shall govern this Agreement.
•
7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with
all laws applicable to the performance of the work hereunder.
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City of Dublin and 4Leaf Inc Page 8 of 14
7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by
fiscal assistance from another governmental entity, Consultant and any subcontractors
shall comply with all applicable rules and regulations to which City is bound by the terms of
such fiscal assistance program.
7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and
its employees, agents, and any subcontractors have all licenses, permits, qualifications,
and approvals of whatsoever nature that are legally required to practice their respective
professions. Consultant represents and warrants to City that Consultant and its
employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect
at all times during the term of this Agreement any licenses, permits, and approvals that are
legally required to practice their respective professions. In addition to the foregoing,
Consultant and any subcontractors shall obtain and maintain during the term of this
Agreement valid Business Licenses from City.
7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate, on the
basis of a person's race, religion, color, national origin, age, physical or mental handicap or
disability, medical condition, marital status, sex, or sexual orientation, against any
employee, applicant for employment, subcontractor, bidder for a subcontract, or participant
in, recipient of, or applicant for any services or programs provided by Consultant under this
Agreement. Consultant shall comply with all applicable federal, state, and local laws,
policies, rules, and requirements related to equal opportunity and nondiscrimination in
employment, contracting, and the provision of any services that are the subject of this
Agreement, including but not limited to the satisfaction of any positive obligations required
of Consultant thereby.
Consultant shall include the provisions of this Subsection in any subcontract approved by
the Contract Administrator or this Agreement.
Section 8. TERMINATION AND MODIFICATION.
8.1 Termination. City may cancel this Agreement at any time and without cause upon written
notification to Consultant.
Consultant may cancel this Agreement upon 30 days' written notice to City and shall
include in such notice the reasons for cancellation.
In the event of termination, Consultant shall be entitled to compensation for services
performed to the effective date of termination; City, however, may condition payment of
such compensation upon Consultant delivering to City any or all documents, photographs,
computer software, video and audio tapes, and other materials provided to Consultant or
prepared by or for Consultant or the City in connection with this Agreement.
8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this
Agreement beyond that provided for in Subsection 11 Any such extension shall require a
Consulting Services Agreement between July 1, 2013
City of Dublin and 4Leaf Inc Page 9 of 14
written amendment to this Agreement, as provided for herein. Consultant understands and
agrees that, if City grants such an extension, City shall have no obligation to provide
Consultant with compensation beyond the maximum amount provided for in this
Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no
obligation to reimburse Consultant for any otherwise reimbursable expenses incurred
during the extension period.
8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the
parties.
8.4 Assignment and Subcontracting. City and Consultant recognize and agree that this
Agreement contemplates personal performance by Consultant and is based upon a
determination of Consultants 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 by Consultant. If Consultant materially breaches any of the terns
of this Agreement, City's remedies shall include, but not be limited to, the following:
8.6.1 Immediately terminate the Agreement;
8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any
other work product prepared by Consultant pursuant to this Agreement;
8.6.3 Retain a different consultant to complete the work described in Exhibit A not
finished by Consultant; or
8.6.4 Charge Consultant the difference between the cost to complete the work
described in Exhibit A that is unfinished at the time of breach and the amount that
City would have paid Consultant pursuant to Section 2 if Consultant had
completed the work.
Section 9. KEEPING AND STATUS OF RECORDS.
9.1 Records Created as Part of Consultant's Performance. All reports, data, maps,
models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications,
records, files, or any other documents or materials, in electronic or any other form, that
Consulting Services Agreement between July 1, 2013
City of Dublin and 4Leaf Inc Page 10 of 14
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,
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 Stale Auditor, at the
request of City or as part of any audit of the City, for a period of three (3) years after final
payment under the Agreement.
Section 10 MISCELLANEOUS PROVISIONS.
10.1 Attorneys' Fees. If a party to this Agreement brings any action, including an action for
declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing
party shall be entitled to reasonable attorneys' fees in addition to any other relief to which
that party may be entitled. The court may set such fees in the same action or in a
separate action brought for that purpose.
10.2 Venue. In the event that either party brings any action against the other under this
Agreement, the parties agree that trial of such action shall be vested exclusively in the
state courts of California in the County of Alameda or in the United States District Court for
the Northern District of California.
10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this
Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so
adjudged shall remain in full force and effect. The invalidity in whole or in part of any
provision of this Agreement shall not void or affect the validity of any other provision of this
Agreement.
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City of Dublin and 4Leaf Inc Page 11 of 14
10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this
Agreement does not constitute a waiver of any other breach of that term or any other term
of this Agreement.
10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of
and shall apply to and bind the successors and assigns of the parties.
10.6 Use of Recycled Products. Consultant shall prepare and submit all reports, written
studies and other printed material on recycled paper to the extent it is available at equal or
less cost than virgin paper,
10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within
the corporate limits of City or whose business, regardless of location,would place
Consultant in a "conflict of interest," as that term is defined in the Political Reform Act,
codified at California Government Code Section 81000 et seq.
Consultant 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
interview related to this Agreement, either orally or through any written materials.
10.9 Contract Administration. This Agreement shall be administered by Chief Building
Official ("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:
4Leaf, Inc.
Attention: Kevin Duggan
2110 Rheem Drive Suite A
Pleasanton CA 94588
Consulting Services Agreement between July 1, 2013
City of Dublin and 4Leaf Inc Page 12 of 14
Any written notice to City shall be sent to:
City of Dublin
Attention: City Manager
100 Civic Plaza -
Dublin, CA 94568
10,11 Integration. This Agreement, including the Scope of Work (Exhibit A); Payment Schedule
(Exhibit B)and Special Provisions (Exhibit C), which Exhibits are attached hereto and
incorporated herein , 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 CONSULTANT
A Municipal Corporation
Joni Pattillo, City Manager Kevin Duggan,tyhsident 4Leaf Inc
Attest:
Caroline Soto, City Clerk
Approved as to Form:
— n
John Bakker, City Attorney
Consulting Services Agreement between July 1, 2013
City of Dublin and 4Leaf Inc Page 13 of 14
EXHIBIT A
•
SCOPE OF SERVICES
BUILDING INSPECTION AND PLAN CHECK SERVICES, Consultant shall enforce provisions of the City's
Building, Residential, Electrical, Plumbing, Mechanical, Green Building Standards, Universal Design, Energy
and Housing Codes; the City of Dublin's Zoning Ordinance; and related State and local laws. Consultant
shall make such inspections and investigations as may be required to effect such enforcement and issue
permits as are required by the City's Ordinances and duly adopted policies. Such enforcement shall include
the duties related to the Building Official as set forth in the Dublin Municipal Code,and in the performance of
such work the Consultant shall do the following:
a. Plan Review. As directed by the Chief Building Official, review plans prepared by or
on behalf of applicants for compliance with the applicable Federal, State, and City ordinances and
regulations. Consultant shall maintain a close liaison with City Planning Department Staff in order
- to insure that appropriate requirements of the Zoning Ordinance are incorporated within the plans
submitted. Consultant shall coordinate the submittal of plans and receipt of comments from other
appropriate agencies having jurisdiction in such matters relative to enforcement of fire codes,
sanitation codes, health codes, hazardous material regulations,and other regulatory agencies.
Consultant wili strive to complete the first plan check of plans submitted within ten (10) business
days of receipt of complete plans from the applicant. The goal agreed to by Consultant will be to
complete 95% of all complete submittals within the 10 day period. City recognizes that on large-
scale projects this may not be possible and Consultant will strive for a plan review period that does
not exceed fifteen(15)days on large-scale projects. The Consultant shall notify the Chief Building
Official if the first plan check will not be completed within 10 business days.
Consultant will strive to complete all second or subsequent plan checks of plans submitted within
five (5)business days of receipt of complete plans from the applicant. The goal agreed to by
Consultant will be to complete 95%of all complete submittals within the five(5)day period. City
recognizes that on large-scale projects this may not be possible and Consultant will strive for a
plan review period that does not exceed ten (10)days on large-scale projects. The Consultant
shall notify the Chief Building Official if the second or subsequent plan checks will not be
completed within 5 business days.
b. Building Inspection. Provide building inspection services during the course of
construction of facilities to enforce compliance with the provisions of applicable laws including City
Ordinances and regulations set forth on the plans for which the permit is issued. In the
performance of such duties, Consultant shall provide prompt inspection for each project at the
completion of the various stages of constnuction to determine compliance. Consultant shall provide
City Manager and/or designee with relevant background information on all assigned inspection
personnel prior to assignment.under this Agreement. Consultant shall assign competent personnel
whose background, experience, applicable certifications,and demeanor demonstrate an ability to
conduct inspections of the type required under this Agreement, in accordance with City standards.
Consulting Services Agreement between July 1, 2013
City of Dublin and 4Leaf Inc--Exhibit A Page 1 of 2
City Manager and/or designee shall determine acceptability of assigned inspection personnel.
Consultant shall promptly identify alternate personnel in the event of a request by City Manager
and/or designee.
In the event that Consultant requests a change in the assigned inspection personnel, Consultant
shall bear the full cost of any training required to familiarize the assigned personnel with the current
status of projects in the City. At the minimum,this shall include a one-week overlap with both
inspectors. In the event that an assigned inspector is absent for a period of greater than three
concurrent workdays,the Consultant will provide a qualified temporary replacement that is
approved by the City.
c. Housing Code Enforcement. Under the direction of the Chief Building Official,
Consultant shall enforce the City Housing Code by investigation of complaints regarding sub-
standard housing conditions and when necessary, prepare cases for citation hearings,criminal
proceedings in municipal court, and/or civil abatement proceedings.
d. Presentation of Code Updates. In the event that the State of California adopts
revisions to any of the adopted codes during the term of this Agreement,Consultant shall assist the
Chief Building Official in preparing the staff report and necessary ordinances in advance of the
State mandatory implementation date.
e. Other Duties. Consultant shall perform other related activities as requested by the •
City, including Building Official services. Fees for such services shall be negotiated on an as-
needed basis as approved by the City Manager or his/her designee.
2. REPORTING/PUBLIC INFORMATION. Consultant shall be responsible for coordination of monthly arid
annual reports summarizing activities undertaken pursuant to this Agreement. Reports shall be in a format
and as mutually agreed by the City Manager and/or designee. As required, Consultant may prepare staff
reports for City Council, including but not limited to review and adoption of related code updates. Consultant
shall also assist with the preparation of informational brochures designed to assist the public with the
Building and Safety process.
3. COLLECTION OF FEES. All fees collected from permit applicants in connection with the carrying out of the
functions set forth in this Agreement shall he collected by the City. If required, Consultant shall submit as
appropriate, information and recommendations on proposed City adjustments to the adopted fee schedules.
4. LIMITATIONS(AVOIDANCE OF CONFLICTS). During the term of this Agreement, Consultant shall not
provide services to any client for a project that requires any approval from the City.
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Consulting Services Agreement between July 1, 2013
City of Dublin and 4Leaf Inc--Exhibit A Page 2 of 2
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EXHIBIT B
4Leaf Inc.
PAYMENT SCHEDULE
A. City shall pay Consultant for services rendered in accordance with the hourly rates stated in section B.
Consultant shall submit invoices, not more often than once per month, based upon the work completed. At
the sole discretion of the City,other payment schedules may be considered. Invoices shall include an
accounting of all hours by classification and task. The format and documentation included on the invoice
shall be subject to approval by the City Manager and/or designee.
B. HOURLY RATES:
The following rates include all reimbursable or indirect costs, including but not limited to a vehicle and
mobile field device(smart phone or laptop)compatible with the City's permitting system.
'I. Supervising Building Inspector $103.00
(Includes oversight of Contract Inspectors,
monitoring of Inspections demand and a
knowledge I certification in commercial/
multi-family building systems.)
2. Building Inspector III $94.00
(Includes knowledge and certification in commercial
building systems including structural, mechanical,
plumbing, and electrical systems.)
3. Building Inspector II $84.00
(Includes Inspection as well as any plan checking
of Residential and Non-Structural Commercial/
Industrial Plans.)
4. Building Inspector I $58.00
(includes Inspection of Residential buildings)
5. Plan Checking(on or off site) $110.00
(As authorized by City Manager and/or designee.)
6. Certified Access Specialist $1.00
(An hourly surcharge is permitted for each
Building Inspector rate listed in this Exhibit
that holds an active CASp certification)
Consulting Services Agreement between July 1, 2013
City of Dublin and 4Leaf Inc., Exhibit B Page 1 of 1
EXHIBIT C
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SPECIAL PROVISIONS
The following provisions are hereby incorporated in the Agreement by and between 4Leaf Inc(Consultant)and City of
Dublin (City):
ASSIGNED PERSONNEIJSUBCONTRACTORS.
The following terms and conditions are hereby agreed to by Consultant prior to the assignment of personnel or use by
Consultant of subcontractors.
a. Submittal to City Manager. The name, background and experience of any and every first or individual to
which any work outlined in this Agreement is to be performed must be submitted to the City Manager
and/or designee for prior approval.
b. Consultant Liable for Work of Subcontractors. Approval by the City Manager of a subcontractor shall not
relieve Consultant of any liability for the work to be performed pursuant to this Agreement, nor shall such
approval infer any contractual relationship between City and any subcontractor.
EMERGENCY OPERATIONS ASSISTANCE.
The following terms and conditions are hereby agreed to by Consultant in the event of a local or regional emergency:
a. Report into the City of Dublin Emergency Operations Center(E,O.C.). Contract personnel will make a
reasonable effort to report to the City of Dublin E.O.C. as soon as possible following a local or regional
emergency.
b. Consultant shall provide emergency preparedness training,. All contract personnel shall maintain at all
times appropriate emergency training and certification, such as ATC-20 Damage Assessment Training
and Certification.
c. The Consultant shall make contract personnel and Consultant resources available for emergency
response at the same hourly rates and conditions specified in this contract.
d. The Consultant acknowledges that emergency response work may require variations in work hours
and assignments.
2051998.1
•
Consulting Services Agreement between July 1, 2013
City of Dublin and 4Leaf Inc., Exhibit C Page 1 of 1
CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF DUBLIN AND
RBF CONSULTING PLANNING AND ENVIRONMENTAL SERVICES
THIS AGREEMENT for consulting services is made by and between the City of Dublin ("City") and RBF
Consulting ('`Consultant") as of June 18, 2013.
Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant
shall provide to City the services described in the Scope of Work attached as Exhibit A at the time and
place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms
of this Agreement and Exhibit A, the Agreement shall prevail.
1.1 Term of Services. The term of this Agreement shall begin on the date first noted above
and shall end one year thereafter, except that 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 Assignment of Personnel. Consultant shall assign only competent personnel to perform
services pursuant to this Agreement. In the event that City, in its sole discretion, at any
time during the term of this Agreement, desires the reassignment of any such persons,
Consultant shall, immediately upon receiving notice from City of such desire of City,
reassign such person or persons.
1.4 Time. Consultant shall devote such time to the performance of services pursuant to this
Agreement as may be reasonably necessary to meet the standard of performance
provided in Section 1.2 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 Consultants proposal, for
services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict
between this Agreement and Consultants 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 June 18, 2013
City of Dublin and RBF Consulting Page 1 of 13
Consultant and City acknowledge and agree that compensation paid by City to Consultant under this
Agreement is based upon Consultant's estimated costs of providing the services required hereunder,
including salaries and benefits of employees and subcontractors of Consultant. Consequently, the parties
further agree that compensation hereunder is intended to include the costs of contributions to any pensions
and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City
therefore has no responsibility for such contributions beyond compensation required under this Agreement.
2.1 Invoices. Consultant shall submit invoices, not more often than once a month during the
term of this Agreement, based on the cost for services performed and reimbursable costs
incurred prior to the invoice date. Said invoices shall reflect the specific tasks and
timetables identified in Exhibit A attached. Invoices shall contain the following information:
• Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice,
etc.;
• The beginning and ending dates of the billing period;
• A Task Summary containing the original contract amount, the amount of prior
billings, the total due this period, the balance available under the Agreement, and
the percentage of completion;
• At City's option,for each work item in each task, a copy of the applicable time
entries or time sheets shall be submitted showing the name of the person doing
the work, the hours spent by each person, a brief description of the work, and
each reimbursable expense;
• The total number of hours of work performed under the Agreement by Consultant
and each employee, agent, and subcontractor of Consultant performing services
hereunder, as well as a separate notice when the total number of hours of work by
Consultant and any individual employee, agent,or subcontractor of Consultant
reaches or exceeds 800 hours, which shall include an estimate of the time
necessary to complete the work described in Exhibit A; •
• The Consultant's signature.
2.2 Monthly Payment. City shall make monthly payments, based on invoices received, for
services satisfactorily performed, and for authorized reimbursable costs incurred. City
shall have 30 days from the receipt of an invoice that complies with all of the requirements
above to pay Consultant.
2.3 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 Additional Work Not Authorized. City shall make no payment for any extra, further or
additional services pursuant to this Agreement unless such extra service, and the price
therefore, is agreed to in writing, executed by the City Manager or other designated official
of the City authorized to obligate City thereto prior to the time such extra service is
rendered and in no event shall such change order exceed twenty-five percent(25%) of the
initial contract price.
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City of Dublin and RBF Consulting Page 2 of 13
•
2.5 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.
2.6 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed
the amounts shown in Exhibit B.
2.7 Reimbursable Expenses. Payment shall be limited to the hourly rates contained in
Exhibit B. No reimbursable expenses shall be paid.
2.8 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes
incurred under this Agreement and any similar federal or state taxes.
2.9 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.
2.10 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.
Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement,
Consultant, at its own cost and expense, shall procure "occurrence coverage" insurance against claims for
injuries to persons or damages to property that may arise from or in connection with the performance of the
work hereunder by the Consultant and its agents, representatives, employees, and subcontractors.
Consultant shall provide proof satisfactory to City of such insurance that meets the requirements of this
section and under forms of insurance satisfactory in all respects to the City. Consultant shall maintain the
insurance policies required by this section throughout the term of this Agreement. The cost of such
insurance shall be included in the Consultant's bid. Consultant shall not allow any subcontractor to
commence work on any subcontract until Consultant has obtained all insurance required herein for the
subcontractor(s) and provided evidence thereof to City. Verification of the required insurance shall be
submitted and made part of this Agreement prior to execution.
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City of Dublin and RBF Consulting Page 3 of 13
4.1 Workers' Compensation. Consultant shall, at its sole cost and expense, maintain
Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any
and all persons employed directly or indirectly by Consultant. The Statutory Workers'
Compensation Insurance and Employer's Liability Insurance shall be provided with limits of
not less than ONE MILLION DOLLARS ($1,000,000.00) per accident. In the alternative,
Consultant may rely on a self-insurance program to meet those requirements, but only if
the program of self-insurance complies fully with the provisions of the California Labor
Code. Determination of whether a self-insurance program meets the standards of the
Labor Code shall be solely in the discretion of the Contract Administrator. The insurer, if
insurance is provided, or the Consultant, if a program of self-insurance is provided, shall
waive all rights of subrogation against the City and its officers, officials, employees, and
volunteers for loss arising from work performed under this Agreement.
An endorsement shall state that coverage shall not be 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 automobiles.
4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as
broad as Insurance Services Office Commercial General Liability occurrence form
• CG 0001 (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 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:
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City of Dublin and RBF Consulting Page 4 of 13
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; 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, except after thirty (30) days' prior written notice
has been given to the City.
4.3 Professional Liability Insurance. Consultant, at its own cost and expense, shall
maintain for the period covered by this Agreement professional liability insurance for
licensed professionals performing work pursuant to this Agreement in an amount not less
than ONE MILLION DOLLARS ($1,000,000) covering the licensed professionals' errors
and omissions.
4.3.1 Any deductible or self-insured retention shall not exceed $150,000 per claim.
4.3.2 An endorsement shall state that coverage shall not be suspended, voided,
canceled by either party, except after thirty (30) days' prior written notice 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 coverages are
written on a claims-made form:
a. The retroactive date of the policy must be shown and must be before the •
date of the Agreement.
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City of Dublin and RBF Consulting Page 5 of 13
•
b. Insurance must be maintained and evidence of insurance must be
provided for at least five years after completion of the Agreement or the
work, so long as commercially available at reasonable rates.
c. If coverage is canceled or not renewed and it is not replaced with another
claims-made policy form with a retroactive date that precedes the date of
this Agreement, Consultant must provide extended reporting coverage for
a minimum of five years after completion of the Agreement or the work.
The City shall have the right to exercise, at the Consultant's sole cost and
expense, any extended reporting provisions of the policy, if the Consultant
cancels or does not renew the coverage.
d. A copy of the claim reporting requirements must be submitted to the City prior to the
commencement of any work under this Agreement.
4.4 All Policies Requirements.
4.4.1 Acceptability of insurers. All insurance required by this section is to be placed
with insurers with a Bests' rating of no less than A:VII.
4.4.2 Verification of coverage. Prior to beginning any work under this Agreement,
Consultant shall furnish City with certificates of insurance and with original
endorsements effecting coverage required herein. The certificates and
endorsements for each insurance policy are to be signed by a person authorized
by that insurer to bind coverage on its behalf. The City reserves the right to
require complete, certified copies of all required insurance policies, 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-Inured 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
Consulting Services Agreement between June 18, 2013
City of Dublin and RBF Consulting Page 6 of 13
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 Coverage. In the event that any coverage required by
this section is reduced, limited, or materially affected in any other manner,
Consultant shall provide written notice to City at Consultant's earliest possible
opportunity and in no case later than five days after Consultant is notified of the
change in coverage.
4.5 • Remedies. In addition to any other remedies City may have if Consultant fails to provide
or maintain any insurance policies or policy endorsements to the extent and within the time
herein required, City may, at its sole option exercise any of the following remedies, which
are alternatives to other remedies City may have and are not the exclusive remedy for
Consultant's breach:
• Obtain such insurance and deduct and retain the amount of the premiums for such
insurance from any sums due under the Agreement;
• Order Consultant to stop work under this Agreement or withhold any payment that
becomes due to Consultant hereunder, or both stop work and withhold any payment,
until Consultant demonstrates compliance with the requirements hereof; and/or •
• Terminate this Agreement.
Section 5. INDEMNIFICATION AND CONSULTANTS RESPONSIBILITIES. 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 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 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.
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City of Dublin and RBF Consulting Page 7 of 13
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. Notwithstanding any other
City, state, or federal policy, rule, regulation, law,or ordinance to the contrary, Consultant
and any of its employees, agents, and subcontractors providing services under this
Agreement shall not qualify for or become entitled to, and hereby agree to waive any and
all claims to, any compensation, benefit, or any incident of employment by City, including
but not limited to eligibility to enroll in the California Public Employees Retirement System
(PERS) as an employee of City and entitlement to any contribution to be paid by City for
employer contributions and/or employee contributions for PERS benefits.
6.2 Consultant No Agent. Except as City may specify in writing, Consultant shall have no
authority, express or implied, to act on behalf of City in any capacity whatsoever as an
agent. Consultant shall have no authority, express or implied, pursuant to this Agreement
to bind City to any obligation whatsoever.
Section 7. LEGAL REQUIREMENTS.
7.1 Governing Law. The laws of the State of California shall govern this Agreement.
7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with
all laws applicable to the performance of the work hereunder.
7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by
fiscal assistance from another governmental entity, Consultant and any subcontractors
shall comply with all applicable rules and regulations to which City is bound by the terms of
such fiscal assistance program.
7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and
its employees, agents, and any subcontractors have all licenses, permits, qualifications,
and approvals of whatsoever nature that are legally required to practice their respective
Consulting Services Agreement between June 18, 2013
City of Dublin and RBF Consulting Page 8 of 13
•
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 condition, marital status, sex, or sexual orientation, against any
employee, applicant for employment, subcontractor, bidder for a subcontract, or participant
in, recipient of, or applicant for any services or programs provided by Consultant under this
Agreement. Consultant shall comply with all applicable federal, state, and local laws,
policies, rules, and requirements related to equal opportunity and nondiscrimination in
employment, contracting, and the provision of any services that are the subject of this
Agreement, including but not limited to the satisfaction of any positive obligations required
of Consultant thereby.
Consultant shall include the provisions of this Subsection in any subcontract approved by
the Contract Administrator or this Agreement.
Section 8. TERMINATION AND MODIFICATION.
8.1 Termination. City may cancel this Agreement at any time and without cause upon written
notification to Consultant.
Consultant may cancel this Agreement upon ten (10) days' written notice to City and shall
include in such notice the reasons for cancellation.
In the event of termination, Consultant shall be entitled to compensation for services
performed to the effective date of termination; City, however, may condition payment of
such compensation upon Consultant delivering to City any or all documents, photographs,
computer software, video and audio tapes, and other materials provided to Consultant or
• prepared by or for Consultant or the City in connection with this Agreement.
8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this
Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a •
written amendment to this Agreement, as provided for herein. Consultant understands and
agrees that, if City grants such an extension, City shall have no obligation to provide
Consultant with compensation beyond the maximum amount provided for in this
Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no
obligation to reimburse Consultant for any otherwise reimbursable expenses incurred
during the extension period.
•
Consulting Services Agreement between June 18, 2013
City of Dublin and RBF Consulting Page 9 of 13
8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the
parties.
8.4 Assignment and Subcontracting. City and Consultant recognize and agree that this
Agreement contemplates personal performance by Consultant and is based upon a
determination of Consultant's unique personal competence, experience, and specialized
personal knowledge. Moreover, a substantial inducement to City for entering into this
Agreement was and is the professional reputation and competence of Consultant.
Consultant may not assign this Agreement or any interest therein without the prior written
approval of the Contract Administrator. Consultant shall not subcontract any portion of the
performance contemplated and provided for herein, other than to the subcontractors noted
in the proposal, without prior written approval of the Contract Administrator.
8.5 Survival. All obligations arising prior to the termination of this Agreement and all
provisions of this Agreement allocating liability between City and Consultant shall survive
the termination of this Agreement.
8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms
of this Agreement, City's remedies shall 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 June 18, 2013
City of Dublin and RBF Consulting Page 10 of 13
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,
and/or copying at any time during regular business hours, upon oral or written request of
the City. Under California Government Code Section 8546.7, if the amount of public funds
expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), the
Agreement shall be subject to the examination and audit of the State Auditor, at the
request of City or as part of any audit of the City, for a period of three (3) years after final
payment under the Agreement.
Section 10 MISCELLANEOUS PROVISIONS.
•
10.1 Attorneys' Fees. If a party to this Agreement brings any action, including an action for
declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing
party shall be entitled to reasonable attorneys' fees in addition to any other relief to which
that party may be entitled. The court may set such fees in the same action or in a
. separate action brought for that purpose.
10.2 Venue. In the event that either party brings any action against the other under this
Agreement, the parties agree that trial of such action shall be vested exclusively in the
state courts of California in the County of Alameda or in the United States District Court for
the Northern District of California.
10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this
Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so
adjudged shall remain in full force and effect. The invalidity in whole or in part of any
provision of this Agreement shall not void or affect the validity of any other provision of this
Agreement.
10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this
Agreement does not constitute a waiver of any other breach of that term or any other term
of this Agreement.
10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of
and shall apply to and bind the successors and assigns of the parties.
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City of Dublin and RBF Consulting Page 11 of 13
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
interview related to this Agreement, either orally or through any written materials.
10.9 Contract Administration. This Agreement shall be administered by Luke Sims,
Community Development Director("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:
Bill Wiseman, Vice President
RBF Consulting
3180 Imjin Road, Suite 110
Marina, CA 93933
Any written notice to City shall be sent to:
Jeff Baker
• Assistant Community Development Director
City of Dublin Community Development Department
100 Civic Plaza
Dublin, CA 94568
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City of Dublin and RBF Consulting Page 12 of 13
•
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.
CITY OF DUBLIN CONSULTANT
•
C-( )G�e�, 4 %3
Joni L. Pattillo, City Manager Bill Wiseman, Vice President
City of Dublin RBF Consulting
Attest:
Caroline Soto, City Clerk
Approved as to Form:
•
John D. Bakker, City Attorney
G\CON T RACTS'Planning Consultants RBF On-CalltRBF Contract 6.18.13.cloc
Consulting Services Agreement between June 18, 2013
City of Dublin and RBF Consulting Page 13 of 13
EXHIBIT A
SCOPE OF SERVICES
Provision of Planning, Public Works, and other development services including, but not limited to,
environmental, architectural, landscape architectural, and or biological consulting services to the City of
Dublin regarding processing of:
• Development entitlements
• City of Dublin projects
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 (Compensation Schedule).
•
Consulting Services Agreement between June 18, 2013
City of Dublin and RBF Consulting
EXHIBIT B •
COMPENSATION SCHEDULE
City hereby agrees to pay Consultant a sum not to exceed $125.00 per hour
Consultant shall not bill for any reimbursable items
Consulting Services Agreement between June 18, 2013
•
City of Dublin and RBF Consulting
CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF DUBLIN AND CIRCLEPOINT
ON-CALL CONTRACT FOR ENVIRONMENTAL SERVICES
THIS AGREEMENT for consulting services is made by and between the City of Dublin ("City") and
Circlepoint("Consultant')as of June 18, 2013.
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 July 1, 2013 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 Assignment of Personnel. Consultant shall assign only competent personnel to perform services
pursuant to this Agreement. In the event that City, in its sole discretion,at any time during the term of
this Agreement, desires the reassignment of any such persons, Consultant shall, immediately upon
receiving notice from City of such desire of City, reassign such person or persons.
1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement
as maybe 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 the
Compensation Schedule contained 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.
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.
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•
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 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;
a 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;
• 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 (Reserved.]
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.
2.5 Hourly Fees, Fees for work performed by Consultant on an hourly basis shall not exceed the
amounts shown on the Compensation Schedule contained in Exhibit B.
2.6 Reimbursable Expenses. Payment shall be limited to the hourly rates contained in Exhibit B. No
reimbursable expenses shall be paid.
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 I
reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of
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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, 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 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' 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 mall,
retum 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.
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4.2 Commercial General and Automobile Liability Insurance.
41.1 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 non-owned automobiles.
4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as broad as
Insurance Services Office Commercial General Liability occurrence form CG 0001.
Automobile coverage shall be at least as broad as Insurance Services Office Automobile
Liability form CA 0001 Code 1 ("any auto"). 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 general supervision
of Consultant; products and completed operations of Consultant; premises mined,
occupied, or used by Consultant; and automobiles leased, or hired 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.
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 -
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4.3 Professional Liability Insurance. Consultant, at its own cost and expense, shall maintain for the
period covered by this Agreement professional liability insurance for licensed professionals
performing work pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS
($1,000,000)covering the licensed professionals'errors and omissions.
4.3.1 Any deductible or self-insured retention shall not exceed $150,000 per claim.
•
4.3.2 An endorsement shall state that coverage shall not be suspended, voided, canceled by
either party, reduced in coverage or in limits, except after thirty(30)days'prior written notice
by certified mail, return receipt requested, has been given to the City.
4.3.3 The policy must contain a cross liability or severability of interest clause.
•
4.3.4 The following provisions shall apply if the professional liability coverages are written on a
claims-made form:
a. The retroactive date of the policy must be shown and must be before the date of the
Agreement.
b. Insurance must be maintained and evidence of insurance must be provided for at
least five years after completion of the Agreement or the work, so long as
commercially available at reasonable rates.
c. If coverage is canceled or not renewed and it is not replaced with another claims-
made policy form with a retroactive date that precedes the date of this Agreement,
Consultant must provide extended reporting coverage for a minimum of five years
after completion of the Agreement or the work, The City shall have the right to
exercise, at the Consultant's sole cost and expense, any extended reporting
provisions of the policy, if the Consultant cancels or does not renew the coverage.
• d. A copy of the claim reporting requirements must be submitted to the City prior to the
commencement of any work under this Agreement.
4.4 All Policies Requirements.
4.4.1 Acceptability of insurers. All insurance required by this section is to be placed with
insurers with a Bests'rating of no less than A:VII.
4.4.2 Verification of coverage. Prior to beginning any work under this Agreement, Consultant
shall furnish City with certificates of insurance and with original endorsements effecting
coverage required herein. The certificates and endorsements for each insurance policy are
to be signed by a person authorized by that insurer to bind coverage on its behalf. The City
reserves the right to require complete, certified copies of all required insurance policies, at
any time.
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II
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-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 Coverage. In the event that any coverage required by this section
is reduced, limited, or materially affected in any other manner, Consultant shall provide
written notice to City at Consultant's earliest possible opportunity and in no case later than
five days after Consultant is notified of the change in coverage.
4,5 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain
any insurance policies or policy endorsements to the extent and within the time herein required, City
may, at its sole option exercise any of the following remedies, which are alternatives to other
remedies City may have and are not the exclusive remedy for Consultant's breach:
• Obtain such insurance and deduct and retain the amount of the premiums for such insurance
from any sums due under the Agreement;
• Order Consultant to stop work under this Agreement or withhold any payment that becomes due
to Consultant hereunder, or both stop work and withhold any payment, until Consultant
demonstrates compliance with the requirements hereof; and/or
• Terminate this Agreement,
Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. 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 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
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ii
1
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 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 Agent. Except as City may specify in writing, Consultant shall have no authority,
express or implied, to act on behalf of City In any capacity whatsoever as an agent. Consultant shall
have no authority, express or implied, pursuant to this Agreement to bind City to any obligation
whatsoever,
Section 7. LEGAL REQUIREMENTS.
7.1 Governing Law. The laws of the State of California shall govern this Agreement.
7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with all laws
applicable to the performance of the work hereunder.
7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal
assistance from another governmental entity, Consultant and any subcontractors shall comply with
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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 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.
81 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 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.
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8.4 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement
contemplates personal performance by Consultant and is based upon a determination of
Consultant's unique personal competence, experience, and specialized personal knowledge.
Moreover, a substantial inducement to City for entering into this Agreement was and is the
professional reputation and competence of Consultant. Consultant may not assign this Agreement
or any interest therein without the prior written approval of the Contract Administrator. Consultant
shall not subcontract any portion of the performance contemplated and provided for herein, other
than to the subcontractors noted In the proposal, without prior written approval of the Contract
Administrator.
•
8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this
Agreement allocating liability between City and Consultant shall survive the termination of this
Agreement.
8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this
Agreement,City's remedies shall 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.
91 Records Created as Part of Consultant's Performance. All reports, data, maps, models, charts,
studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other
documents or materials, in electronic or any other form,that Consultant prepares or obtains pursuant
to this Agreement and that relate to the matters covered hereunder shall be the property of the City.
Consultant hereby agrees to deliver those documents to the City upon termination of the Agreement.
It is understood and agreed that the documents and other materials, including but not limited to
those described above, prepared pursuant to this Agreement are prepared specifically for the City
and are not necessarily suitable for any future or other use. City and Consultant agree that, until
final approval by City, all data, plans, specifications, reports and other documents are confidential
and will not be released to third parties without prior written consent of both parties.
9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of
account, invoices, vouchers, canceled checks, and other records or documents evidencing or
relating to charges for services or expenditures and disbursements charged to the City under this
Agreement for a 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.
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9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement
requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any
time during regular business hours, upon oral or written request of the City. Under California
Government Code Section 8546.7, if the amount of public funds expended under this Agreement
exceeds TEN THOUSAND DOLLARS ($10,000,00), the Agreement shall be subject to the
examination and audit of the State Auditor, at the request of City or as part of any audit of the City,
for a period of three (3)years after final payment under the Agreement.
Section 10 MISCELLANEOUS PROVISIONS.
10.1 Attorneys' Fees. If a party to this Agreement brings any action, including an action for declaratory
relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to
reasonable attorneys' fees in addition to any other relief to which that party may be entitled. The
court may set such fees in the same action or in a separate action brought for that purpose.
10,2 Venue. In the event that either party brings any action against the other under this Agreement, the
parties agree that trial of such action shall be vested exclusively In the state courts of California in
the County of Alameda or in the United States District Court for the Northern District of California.
10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement
is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in
full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not
void or affect the validity of any other provision of this Agreement.
10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement
does not constitute a waiver of any other breach of that term or any other term of this Agreement.
10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall
apply to and bind the successors and assigns of the parties,
10.6 Use of Recycled Products. Consultant shall prepare and submit all reports, written studies and
other printed material on recycled paper to the extent it is available at equal or less cost than virgin
paper.
10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the
corporate limits of City or whose business, regardless of location, would place Consultant in a
"conflict of interest," as that term is defined in the Political Reform Act, codified at California
Government Code Section 81000 et seq.
Consultant 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
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made in violation of Government Code §1090 at seq., the entire Agreement is void and Consultant
will not be entitled to arty 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 interview
related to this Agreement,either orally or through any written materials.
10.9 Contract Administration, This Agreement shall be administered by the Planning 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:
Cheryl Lee, Chief Financial Officer
Circlepolnt
1814 Franklin Street, Ste. 1000
Oakland, CA 94612
Any written notice to City shall be sent to:
Jeff Baker
Assistant Community Development Director
City of Dublin
100 Civic Plaza
Dublin, CA 94588
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.
CITY OF DUBLIN CONSULTANT
Joni Pattillo, City Manager Scott Steinwert, President
Attest:
Caroline Soto, City Clerk
Approved as to Form:
John Bakker, City Attorney
Consulting Services Agreement between June 18,2013
City of Dublin and Circlepoint Page 11 of 11
•
EXHIBIT A
SCOPE OF SERVICES
Provision of Planning, Public Works, 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
o City of Dublin projects
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 (Compensation Schedule).
•
•
•
•
Consulting Services Agreement between June 18,2013
City of Dublin and Circlepoint I Exhibit A Page 1 of 1
EXHIBIT B
COMPENSATION SCHEDULE
City hereby agrees to pay Consultant a sum not to exceed $125.00 per hour.
Consultant shall not bill for any reimbursable items.
Consulting Services Agreement between June 18,2013
City of Dublin and Circlepolnt J Exhibit B Page 1 of 1
AMENDMENT NUMBER ONE TO CONSULTING SERVICES AGREEMENT BETWEEN
CITY OF DUBLIN AND THE CITY OF DUBLIN AND A. S. DUTCHOVER &ASSOCIATES
ON-CALL CONTRACT FOR LANDSCAPE ARCHITECTURE SERVICES
This amendment is made and entered into this 180 day of June, 2013, by and between the City of Dublin, a
municipal corporation ("City"), and A.S. Dutchover & Associates ("Consultant"). Collectively, the City and the
Consultant are referred to as the"Parties."
RECITALS
WHEREAS, effective July 1, 2012, the Parties entered into a Consulting Services Agreement in which the
Consultant agreed to provide Landscape Architecture services to City('Agreement"); and
WHEREAS, in Exhibit B to the Agreement, City agreed to pay Consultant at a rate not to exceed $103.50
per hour; and
WHEREAS, Staff is requesting an adjustment of rates commencing July 1, 2013; and
WHEREAS, the Parties seek to adjust the hourly rate to $125.00 per hour.
NOW, THEREFORE, in consideration of the covenants contained herein, the Parties hereto agree as
follows:
Section 1. Exhibit B of the Agreement is amended to read as follows:
City hereby agrees to pay Consultant a sum not to exceed $125.00 per hour for work commencing on or
after July 1, 2013.
Consultant shall not bill for any reimbursable items.
Section 2. The existing Agreement remains in effect except as specifically modified herein.
IN WITNESS THEREOF, the Parties hereto have executed this amendment as of the day and year first
written above.
CITY OF DUBLIN CONSULTANT
v � -
Joni Pattillo, City Manager Al Dutchover, Landscape Arch
Attest:
Caroline Soto, City Clerk
AMENDMENT NUMBER ONE TO CONSULTING SERVICES AGREEMENT BETWEEN
CITY OF DUBLIN AND THE CITY OF DUBLIN AND CANNON DESIGN GROUP
ON-CALL CONTRACT FOR PLANNING SERVICES
This amendment is made and entered into this 18°' day of June, 2013, by and between the City of Dublin, a
municipal corporation ("City"), and Cannon Design Group ("Consultant"). Collectively, the City and the Consultant
are referred to as the`Parties."
RECITALS
WHEREAS, effective July 1, 2012, the Parties entered into a Consulting Services Agreement in which the
Consultant agreed to provide planning and architectural services to City("Agreement"); and
WHEREAS, in Exhibit B to the Agreement, City agreed to pay Consultant at a rate not to exceed $103.50
per hour; and
WHEREAS, Staff is requesting an adjustment of rates commencing July 1, 2013; and
WHEREAS,the Parties seek to adjust the hourly rate to$125.00 per hour.
NOW, THEREFORE, in consideration of the covenants contained herein, the Parties hereto agree as
follows:
Section 1. Exhibit B of the Agreement is amended to read as follows:
City hereby agrees to pay Consultant a sum not to exceed $125.00 per hour for work commencing on or
after July.1, 2013,
Consultant shall not bill for any reimbursable items,
Section 2. The existing Agreement remains in effect except as specifically modified herein.
IN WITNESS THEREOF, the Parties hereto have executed this amendment as of the day and year first
written above.
CITY OF DUBLIN CONSULTANT
i
...Lar� %/i,1
Joni Pattiflo, City Manager Larry Cannon •rincipal
Attest:
Caroline Soto,City Clerk
AMENDMENT NUMBER ONE TO CONSULTING SERVICES AGREEMENT BETWEEN
CITY OF DUBLIN AND THE CITY OF DUBLIN AND DAVID L. BABBY
ON-CALL CONTRACT FOR ARBORIST SERVICES
This amendment is made and entered into this 1881 day of June, 2013, by and between the City of Dublin, a
municipal corporation ("City"), and David L. Gabby ("Consultant"). Collectively, the City and the Consultant are
referred to as the"Parties,"
RECITALS
WHEREAS, effective July 1, 2012, the Parties entered into a Consulting Services Agreement in which the
Consultant agreed to provide planning and arborist services to City("Agreement"); and
WHEREAS, in Exhibit B to the Agreement, City agreed to pay Consultant at a rate not to exceed $103.50
per hour; and
WHEREAS, Staff is requesting an adjustment of rates commencing July 1, 2013; and
WHEREAS, the Parties seek to adjust the hourly rate to$125.00 per hour.
NOW, THEREFORE, in consideration of the covenants contained herein, the Parties hereto agree as
follows:
Section 1. Exhibit B of the Agreement is amended to read as follows:
City hereby agrees to pay Consultant a sum not to exceed $125.00 per hour for work commencing on or
after July 1, 2013,
Consultant shall not bill for any reimbursable items.
Section 2. The existing Agreement remains in effect except as specifically modified herein,
IN WITNESS THEREOF, the Parties hereto have executed this amendment as of the day and year first
written above.
CITY OF DUBLIN CONSU
Joni Pattillo, City Manager David L. Babby, Principal
Attest:
Caroline Soto, City Clerk
AMENDMENT NUMBER ONE TO CONSULTING SERVICES AGREEMENT BETWEEN
CITY OF DUBLIN AND THE CITY OF DUBLIN AND DAVID E. BABCOCK &ASSOCIATES
ON-CALL CONTRACT FOR PLANNING SERVICES
This amendment is made and entered into this 18th day of June, 2013, by and between the City of Dublin, a
municipal corporation ("City"), and David E, Babcock & Associates ("Consultant"). Collectively, the City and the
Consultant are referred to as the 'Parties."
RECITALS
WHEREAS, effective July 1, 2012, the Parties entered into a Consulting Services Agreement in which the
Consultant agreed to provide planning and architectural services to City ("Agreement"); and
WHEREAS, in Exhibit B to the Agreement, City agreed to pay Consultant at a rate not to exceed $103.50
per hour; and
WHEREAS, Staff is requesting an adjustment of rates commencing July 1, 2013; and
WHEREAS,the Parties seek to adjust the hourly rate to$125.00 per hour.
NOW, THEREFORE, in consideration of the covenants contained herein, the Parties hereto agree as
follows:
Section 1. Exhibit B of the Agreement is amended to read as follows:
City hereby agrees to pay Consultant a sum not to exceed $125.00 per hour for work commencing on or
after July 1, 2013.
Consultant shall not bill for any reimbursable items.
Section 2. The existing Agreement remains in effect except as specifically modified herein,
IN WITNESS THEREOF, the Parties hereto have executed this amendment as of the day and year first
written above.
CITY OF DUBLIN CONSULTANT
Joni Pattillo, City Manager David E. Babcock, Principal
Attest:
Caroline Soto, City Clerk
AMENDMENT NUMBER TWO TO CONSULTING SERVICES AGREEMENT BETWEEN
CITY OF DUBLIN AND ENVIRONMENTAL FORESIGHT, INC.
ON CALL CONTRACT FOR LANDSCAPE PLAN REVIEW SERVICES
This amendment is made and entered into this 18th day of June, 2013, by and between the City of Dublin, a
municipal corporation ('City"), and Environmental Foresight, Inc. ("Consultant"). Collectively, the City and the
Consultant are referred to as the "Parties."
RECITALS
WHEREAS, effective October 18, 2011, the Parties entered into a Consulting Semites Agreement in which
the Consultant agreed to provide landscape plan review services to City ("Agreement"); and
WHEREAS, Exhibit B to said agreement was amended whereby the City agreed to pay Consultant at a rate
not to exceed $103.50 per hour beginning on July 1, 2012; and
WHEREAS, Staff is requesting an adjustment of rates commencing July 1, 2013; and
WHEREAS, the Parties seek to adjust the hourly rate to $125.00 per hour.
NOW, THEREFORE, in consideration of the covenants contained herein, the Parties hereto agree as
follows:
Section 1. Exhibit B of the Agreement is amended to read as follows:
City hereby agrees to pay Consultant a sum not to exceed $125.00 per hour for work commencing on or
after July 1, 2013.
Consultant shall not bill for any reimbursable items.
Section 2. The existing Agreement remains in effect except as specifically modified herein.
IN WITNESS THEREOF, the Parties hereto have executed this amendment as of the day and year first
written above.
CITY OF DUBLIN CONSULTANT/'
Joni PattiIlo, City Manager Scott Feuer, Senior Principal
Attest:
Caroline Soto, City Clerk
•
AMENDMENT NUMBER ONE TO CONSULTING SERVICES AGREEMENT BETWEEN
CITY OF DUBLIN AND THE CITY OF DUBLIN AND GRAINGER HUNT
ON-CALL CONTRACT FOR ECOLOGICAL SERVICES
This amendment is made and entered into this 1801 day of June, 2013, by and between the City of Dublin, a
municipal corporation ("City"), and Grainger Hunt ("Consultant"). Collectively, the City and the Consultant are
referred to as the "Parties."
RECITALS
WHEREAS, effective July 1, 2012, the Parties entered into a Consulting Services Agreement in which the
Consultant agreed to provide ecological services to City ("Agreement"); and
WHEREAS, in Exhibit B to the Agreement, City agreed to pay Consultant at a rate not to exceed $103.50
per hour; and
WHEREAS, Staff is requesting an adjustment of rates commencing July 1, 2013; and
WHEREAS,the Parties seek to adjust the hourly rate to $125.00 per hour.
NOW, THEREFORE, in consideration of the covenants contained herein, the Parties hereto agree as
follows:
Section 1. Exhibit B of the Agreement is amended to read as follows:
City hereby agrees to pay Consultant a sum not to exceed $125.00 per hour for work commencing on or
after July 1, 2013.
Consultant shall not bill for any reimbursable items.
Section 2. The existing Agreement remains in effect except as specifically modified herein.
IN WITNESS THEREOF, the Parties hereto have executed this amendment as of the day and year first
written above.
CITY OF DUBLIN CONSULTANT
Joni Pattillo, City Manager Grainger Hunt
Attest:
Caroline Soto, City Clerk
AMENDMENT NUMBER ONE TO CONSULTING SERVICES AGREEMENT BETWEEN
CITY OF DUBLIN AND THE CITY OF DUBLIN AND JERRY HAAG
ON.CALL CONTRACT FOR ENVIRONMENTAL SERVICES
This amendment is made and entered into this 18th day of June, 2013, by and between the City of Dublin, a
municipal corporation ("City"), and Jerry Haag ("Consultant"). Collectively, the City and the Consultant are referred to
as the"Parties."
RECITALS
WHEREAS, effective July 1, 2012, the Parties entered into a Consulting Services Agreement in which the
Consultant agreed to provide environmental services to City("Agreement");and
WHEREAS, in Exhibit B to the Agreement, City agreed to pay Consultant at a rate not to exceed $103.50
per hour: and
WHEREAS, Staff is requesting an adjustment of rates commencing July 1, 2013; and
WHEREAS, the Parties seek to adjust the hourly rate to 5125.00 per hour.
NOW, THEREFORE, in-consideration of the covenants contained herein, the Parties hereto agree as
follows:
Section 1. Exhibit B of the Agreement is amended to read as follows:
City hereby agrees to pay Consultant a sum not to exceed $125.00 per hour for work commencing on or
after July 1, 2013.
Consultant shall not bill for any reimbursable items.
Section 2. The existing Agreement remains in effect except as specifically modified herein.
IN WITNESS THEREOF, the Parties hereto have executed this amendment as of the day and year first
written above.
CITY OF DUBLIN CONSULTANT
<..-1 6.7
Joni Pattillo, City Manager Jerry/aa4, Principal
Attest:
Caroline Soto, City Clerk
AMENDMENT NUMBER TWO TO CONSULTING SERVICES AGREEMENT BETWEEN
CITY OF DUBLIN AND KLUBER AND ASSOCIATES, INC.
ON CALL CONTRACT FOR LANDSCAPE PLAN REVIEW SERVICES
This amendment is made and entered into this 18th day of June, 2013, by and between the City of Dublin, a
municipal corporation ("City'), and Kluber and Associates, Inc. ("Consultant"). Collectively, the City and the
Consultant are referred to as the "Parties."
RECITALS
WHEREAS, effective October 18, 2011, the Parties entered into a Consulting Services Agreement in which
the Consultant agreed to provide landscape plan review services to City("Agreement"); and
WHEREAS, Exhibit B to said agreement was amended whereby the City agreed to pay Consultant at a rate
not to exceed $103.50 per hour beginning on July 1, 2012; and
WHEREAS, Staff is requesting an adjustment of rates commencing July 1, 2013; and
WHEREAS, the Parties seek to adjust the hourly rate to$125.00 per hour,
NOW, THEREFORE, in consideration of the covenants contained herein, the Parties hereto agree as
follows:
Section 1. Exhibit B of the Agreement is amended to read as follows:
City hereby agrees to pay Consultant a sum not to exceed $12500 per hour for work commencing on or
after July 1, 2013.
Consultant shall not bill for any reimbursable items.
Section 2. The existing Agreement remains in effect except as specifically modified herein.
IN WITNESS THEREOF, the Parties hereto have executed this amendment as of the day and year first
written above,
CITY OF DUBLIN CONSULTANT / l
I".�Ir->e_V
Joni Pattillo, City Manager Frank Kluber, Principal
Attest:
Caroline Soto, City Clerk
AMENDMENT NUMBER ONE TO CONSULTING SERVICES AGREEMENT BETWEEN
CITY OF DUBLIN AND PAUL NIEMUTFI &ASSOCIATES
ON-CALL CONTRACT FOR LANDSCAPE ARCHITECTURAL SERVICES
This amendment is made and entered into this 181h day of June, 2013, by and between the City of Dublin, a
municipal corporation ("City"), and Paul Niemuth & Associates ("Consultant"). Collectively, the City and the
Consultant are referred to as the "Parties."
RECITALS
WHEREAS, effective July 1, 2012, the Parties entered into a Consulting Services Agreement in which the
Consultant agreed to provide landscape architecture services to City ("Agreement"); and
WHEREAS, in Exhibit B to the Agreement, City agreed to pay Consultant at a rate not to exceed $103.50
per hour; and
WHEREAS, Staff is requesting an adjustment of rates commencing July 1, 2013; and
WHEREAS, the Parties seek to adjust the hourly rate to $125.00 per hour.
NOW, THEREFORE, in consideration of the covenants contained herein, the Parties hereto agree as
follows:
Section 1. Exhibit B of the Agreement is amended to read as follows:
City hereby agrees to pay Consultant a sum not to exceed $125.00 per hour for work commencing on or
after July 1, 2013.
Consultant shall not bill for any reimbursable items.
Section 2. The existing Agreement remains in effect except as specifically modified herein.
IN WITNESS THEREOF, the Parties hereto have executed this amendment as of the day and year first
written above.
CITY OF DUBLIN C,J]NS}1 LTA T
Joni Pattillo, City Manager Paul Niemuth
Attest:
Caroline Soto, City Clerk
•
AMENDMENT NUMBER ONE TO CONSULTING SERVICES AGREEMENT BETWEEN
CITY OF DUBLIN AND PLACEMAKERS
ON-CALL CONTRACT FOR ENVIRONMENTAL SERVICES
This amendment is made and entered into this 18th day of June, 2013, by and between the City of Dublin, a
municipal corporation ("City"), and Placemakers ("Consultant"). Collectively, the City and the Consultant are referred
to as the"Parties"
RECITALS
WHEREAS, effective July 1, 2012, the Parties entered into a Consulting Services Agreement in which the
Consultant agreed to provide environmental services to City("Agreement"); and
WHEREAS, in Exhibit B to the Agreement, City agreed to pay Consultant at a rate not to exceed $103.50
per hour, and
WHEREAS, Staff is requesting an adjustment of rates commencing July 1, 2013; and
WHEREAS, the Parties seek to adjust the hourly rate to $125.00 per hour.
NOW, THEREFORE, in consideration of the covenants contained herein, the Parties hereto agree as
follows:
Section 1. Exhibit B of the Agreement is amended to read as follows:
City hereby agrees to pay Consultant a sum not to exceed $125.00 per hour for work commencing on or
after July 1, 2013.
Consultant shall not bill for any reimbursable items.
Section 2. The existing Agreement remains in effect except as specifically modified herein.
IN WITNESS THEREOF, the Parties hereto have executed this amendment as of the day and year first
written above.
CITY OF DUBLIN ,COBS ' TANT
41 atar
Joni Pattillo, City Manager •atricia Jeffery \
Attest:
Caroline Soto, City Clerk
AMENDMENT NUMBER ONE TO CONSULTING SERVICES AGREEMENT BETWEEN
•
• CITY OF DUBLIN AND ROSEN GOLDBERG DER& LEWITZ, INC.
ON-CALL CONTRACT FOR ACOUSTICAL &AUDIOVISUAL SERVICES
This amendment is made and entered into this 18th day of June, 2013, by and between the City of Dublin, a
municipal corporation ("City"), and Rosen Goldberg Der& Lewitz, Inc. ("Consultant"). Collectively, the City and the
Consultant are referred to as the "Parties."
RECITALS
WHEREAS, effective July 1, 2012, the Parties entered into a Consulting Services Agreement in which the
Consultant agreed to provide acoustical and audiovisual services to City("Agreement"); and
WHEREAS, in Exhibit B to the Agreement, City agreed to pay Consultant at a rate not to exceed $103.50
per hour; and
WHEREAS, Staff is requesting an adjustment of rates commencing July 1, 2013; and
WHEREAS,the Parties seek to adjust the hourly rate to $125.00 per hour.
NOW, THEREFORE, in consideration of the covenants contained herein, the Parties hereto agree as
follows:
Section 1. Exhibit B of the Agreement is amended to read as follows:
City hereby agrees to pay Consultant a sum not to exceed $125.00 per hour for work commencing on or
after July 1, 2013.
Consultant shall not bill for any reimbursable items.
Section 2. The existing Agreement remains in effect except as specifically modified herein.
IN WITNESS THEREOF, the Parties hereto have executed this amendment as of the day and year first
written above.
CITY OF DUBLIN CONSULTANT
/4/k
Joni Pattillo, City Manager Harold Goldberg, Principal
Attest:
Caroline Soto, City Clerk
AMENDMENT NUMBER ONE TO CONSULTING SERVICES AGREEMENT BETWEEN
CITY OF DUBLIN AND STEVENSON PORTO& PIERCE, INC.
ON-CALL CONTRACT FOR PLANNING SERVICES
This amendment is made and entered into this 18th day of June, 2013, by and between the City of Dublin, a
municipal corporation (°City'), and Stevenson Porto & Pierce, Inc. ("Consultant"). Collectively, the City and the
Consultant are referred to as the"Parties."
RECITALS
WHEREAS, effective July 1, 2012, the Parties entered into a Consulting Services Agreement in which the
Consultant agreed to provide planning services to City (''Agreement"); and
WHEREAS, in Exhibit B to the Agreement, City agreed to pay Consultant at a rate not to exceed $103.50
per hour; and
WHEREAS, Staff is requesting an adjustment of rates commencing July 1, 2013; and
WHEREAS,the Parties seek to adjust the hourly rate to$125.00 per hour.
NOW, THEREFORE, in consideration of the covenants contained herein, the Parties hereto agree as
follows:
Section 1, Exhibit B of the Agreement is amended to read as follows:
City hereby agrees to pay Consultant a sum not to exceed $125.00 per hour for Planning Services work
commencing on or after July 1, 2013,
City hereby agrees to pay Consultant a sum not to exceed $135 per hour for Public Works Services work
commencing on or after July 1, 2013.
Consultant shall not bill for any reimbursable items.
Section 2. The existing Agreement remains in effect except as specifically modified herein.
IN WITNESS THEREOF, the Parties hereto have executed this amendment as of the day and year first
written above.
CITY OF DUBLIN CONSULTANT
Pradzaettar-
Joni Pattillo, City Manager Michael Porto, Principal
Attest:
Caroline Soto, City Clerk
•
AMENDMENT NUMBER TWO TO CONSULTING SERVICES AGREEMENT BETWEEN
CITY OF DUBLIN AND URBAN PLANNING PARTNERS
ON CALL CONTRACT FOR PLANNING SERVICES
This amendment is made and entered into this 18th day of June, 2013, by and between the City of Dublin, a
municipal corporation ("City"), and Urban Planning Partners ("Consultant"). Collectively, the City and the Consultant
are referred to as the"Parties."
RECITALS
WHEREAS, effective October 18, 2011, the Parties entered into a Consulting Services Agreement in which
the Consultant agreed to provide planning services to City ("Agreement"); and
WHEREAS, Exhibit B to said agreement was amended whereby the City agreed to pay Consultant at a rate
not to exceed $103.50 per hour beginning on July 1, 2012; and
WHEREAS, Staff is requesting an adjustment of rates commencing July 1, 2013; and
WHEREAS,the Parties seek to adjust the hourly rate to $125.00 per hour.
NOW, THEREFORE, in consideration of the covenants contained herein, the Parties hereto agree as
follows:
Section 1. Exhibit B of the Agreement is amended to read as follows:
City hereby agrees to pay Consultant a sum not to exceed $125.00 per hour for work commencing on or
after July 1, 2013.
Consultant shall not bill for any reimbursable items.
Section 2. The existing Agreement remains in effect except as specifically modified herein.
IN WITNESS THEREOF, the Parties hereto have executed this amendment as of the day and year first
written above.
CITY OF DUBLIN CONSULTANT-,,
Joni Pattillo, City Manager Lynette Dias, Principal
Attest:
Caroline Soto, City Clerk
AMENDMENT NUMBER ONE TO CONSULTING SERVICES AGREEMENT BETWEEN
CITY OF DUBLIN AND WRA, INC.
ON-CALL CONTRACT FOR BIOLOGICAL & ENVIRONMENTAL SERVICES
This amendment is made and entered into this 1801 day of June, 2013, by and between the City of Dublin, a
municipal corporation ("City"), and WRA, Inc. ("Consultant"). Collectively, the City and the Consultant are referred to
as the"Parties."
RECITALS
WHEREAS, effective July 1, 2012, the Parties entered into a Consulting Services Agreement in which the
Consultant agreed to provide biological and environmental services to City("Agreement"); and
WHEREAS, in Exhibit B to the Agreement, City agreed to pay Consultant at a rate not to exceed $103.50
per hour; and
WHEREAS, Staff is requesting an adjustment of rates commencing July 1, 2013; and
WHEREAS, the Parties seek to adjust the hourly rate to$125.00 per hour.
NOW, THEREFORE, in consideration of the covenants contained herein, the Parties hereto agree as
follows:
Section 1. Exhibit B of the Agreement is amended to read as follows:
City hereby agrees to pay Consultant a stun not to exceed $125.00 per hour for work commencing on or
after July 1, 2013.
Consultant shall not bill for any reimbursable items,
Section 2. The existing Agreement remains in effect except as specifically modified herein.
IN WITNESS THEREOF, the Parties hereto have executed this amendment as of the day and year first
written above.
CITY OF DUBLIN CONSULTANT
Joni Pattillo, City Manager Thomas E. Fraser, President
Attest:
Caroline Soto, City Clerk