HomeMy WebLinkAboutReso 171-16 West Corporation Consulting Services Agreement RESOLUTION NO. 171 — 16
A RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF DUBLIN
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APPROVING THE CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN
AND WEST CORPORATION FOR THE EMERALD GLEN RECREATION AND AQUATIC
COMPLEX (CIP NO. PK0105)
WHEREAS, the City Council adopted Resolution 15-15 approving a contract with C. Overaa &
Company on February 3, 2015 for construction of the Emerald Glen Recreation and Aquatic
Complex; and
WHEREAS, construction of the Emerald Glen Recreation and Aquatic Complex is proceeding
toward completion; and
WHEREAS, the City requires access control, video, and perimeter alarm systems to operate
the facility; and
WHEREAS, the City solicited a proposal from West Corporation to design and install the
systems; and
WHEREAS, the West Corporation is uniquely qualified to provide a system compatible with the
City's existing systems; and
WHEREAS, West Corporation is prepared to complete the work prior to construction
completion.
NOW, THEREFORE BE IT RESOLVED, the City Council of the City of Dublin does hereby
approve the Consulting Services Agreement with West Corporation, attached hereto as Exhibit A, for
the Emerald Glen Recreation and Aquatic Complex (CIP No. PK0105).
BE IT FURTHER RESOLVED that the City Manager is authorized to execute the Agreement
and other minor amendments required to carry out the intent of this Resolution.
PASSED, APPROVED AND ADOPTED this 6th day of December, 2016, by the following vote:
AYES: Councilmembers Biddle, Gupta, Hart, Wehrenberg and Mayor Haubert
NOES:
ABSENT:
ABSTAIN:
A
I
ayo
ATTEST: ,
Pepoti City Clerk
Reso No. 171-16, Adopted 12/06/2016, Item No. 4.6 Page 1 of 1
CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF DUBLIN AND
WEST CORPORATION
This Agreement is made and entered into between the City of Dublin("City")and West Corporation("Consultant")as
of December 6,2016(the"Effective Date"). In consideration of their mutual covenants,the parties hereto agree as
follows:
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 on December 30,2017,the date of completion specified in Exhibit A,and Consultant shall
complete the work described in Exhibit A prior to that date,unless the term of the Agreement is
otherwise terminated or extended,as provided for in Section 8. The time provided to Consultant
to complete the services required by this Agreement shall not affect the City's right to terminate the
Agreement,as provided for in Section 8.
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 a sum not to exceed$124,850.00(One
hundred and twenty-four thousand and eight hundred and fifty dollars,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
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its employees,agents,and subcontractors may be eligible. City therefore has no responsibility for such contributions
beyond compensation required under this Agreement.
2.1 Invoices. Consultant shall submit invoices,not more often than once a month during the term of this
Agreement,based on the cost for services performed and reimbursable costs incurred prior to the invoice date. No
individual performing work under this Contract shall bill more than 2,000 hours in a fiscal year unless approved,in
writing,by the City Manager or his/her designee.Invoices shall contain the following information:
• Serial identifications of progress bills; i.e.,Progress Bill No. 1 for the first invoice,etc.;
• The beginning and ending dates of the billing period;
• A copy of the applicable time entries or time sheets shall be submitted showing the
following:
o Daily logs of total hours worked by each individual performing work under this
Contract
o Hours must be logged in increments of tenths of an hour or quarter hours
o If this Contract covers multiple projects,all hours must also be logged by project
assignment
o A brief description of the work,and each reimbursable expense
• A Task Summary containing the original contract amount,the amount of prior billings,the
total due this period,the balance available under the Agreement,and the percentage of
completion;
• The total number of hours of work performed under the Agreement by Consultant and
each employee,agent,and subcontractor of Consultant performing services hereunder,
as well as a separate notice when the total number of hours of work by Consultant and
any individual employee,agent,or subcontractor of Consultant reaches or exceeds 800
hours,which shall include an estimate of the time necessary to complete the work
described in Exhibit A;
• The Consultant's signature.
2.2 Monthly Payment. City shall make monthly payments, based on invoices received,for services
satisfactorily performed,and for authorized reimbursable costs incurred. City shall have 30 days
from the receipt of an invoice that complies with all of the requirements above to pay Consultant.
2.3 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to this
Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by
Consultant in rendering services pursuant to this Agreement. City shall make no payment for any
extra,further,or additional service pursuant to this Agreement.
In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of
compensation provided above either for a task or for the entire Agreement,unless the Agreement
is modified prior to the submission of such an invoice by a properly executed change order or
amendment.
2.4 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the
amounts shown on the fee schedule set forth on the compensation schedule attached as Exhibit B.
2.5 Reimbursable Expenses. Reimbursable expenses are specified below,and shall not exceed
$0.00. Expenses not listed below are not chargeable to City. Reimbursable expenses are
included in the total amount of compensation provided under this Agreement that shall not be
exceeded.
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2.6 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes
incurred under this Agreement and any similar federal or state taxes.
2.7 Payment upon Termination. In the event that the City or Consultant terminates this Agreement
pursuant to Section 8,the City shall compensate the Consultant for all outstanding costs and
reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of
termination. Consultant shall maintain adequate logs and timesheets in order to verify costs
incurred to that date.
2.8 Authorization to Perform Services. The Consultant is not authorized to perform any services or
incur any costs whatsoever under the terms of this Agreement until receipt of authorization from
the Contract Administrator.
Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein,Consultant shall,at its sole cost and
expense, provide all facilities and equipment that may be necessary to perform the services required by this
Agreement. City shall make available to Consultant only the facilities and equipment listed in this section,and only
under the terms and conditions set forth herein.
City shall furnish physical facilities such as desks,filing cabinets,and conference space,as may be reasonably
necessary for Consultant's use while consulting with City employees and reviewing records and the information in
possession of the City. The location,quantity,and time of furnishing those facilities shall be in the sole discretion of
City. In no event shall City be obligated to furnish any facility that may involve incurring any direct expense,including
but not limited to computer,long-distance telephone or other communication charges,vehicles,and reproduction
facilities.
Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement,Consultant,at
its own cost and expense, shall procure"occurrence coverage"insurance against claims for injuries to persons or
damages to property that may arise from or in connection with the performance of the work hereunder by the
Consultant and its agents, representatives,employees,and subcontractors. Consultant shall provide proof
satisfactory to City of such insurance that meets the requirements of this section and under forms of insurance
satisfactory in all respects to the City. Consultant shall maintain the insurance policies required by this section
throughout the term of this Agreement. The cost of such insurance shall be included in the Consultant's bid.
Consultant shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained all
insurance required herein for the subcontractor(s)and provided evidence thereof to City. Verification of the required
insurance shall be submitted and made part of this Agreement prior to execution.
It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of
the specified minimum insurance coverage requirements and/or limits shall be available to City as an additional
insured. Furthermore,the requirements for coverage and limits shall be(1)the minimum coverage and limits
specified in this Agreement;or(2)the broader coverage and maximum limits of coverage of any insurance policy or
proceeds available to the named insured;whichever is greater. The additional insured coverage under the
Consultant's policy shall be"primary and non-contributory"and will not seek contribution from City's insurance or self-
insurance and shall be at least as broad as CG 20 01 04 12. In the event Consultant fails to maintain coverage as
required by this Agreement,City at its sole discretion may purchase the coverage required and the cost will be paid
by Consultant.Failure to exercise this right shall not constitute a waiver of right to exercise later. Each insurance
policy shall include an endorsement providing that it shall not be cancelled,changed,or allowed to lapse without at
least thirty(30)days'prior written notice to City of such cancellation,change,or lapse.
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
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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 canceled except after thirty(30)days'prior
written notice by certified mail,return receipt requested, has been given to the City. Consultant
shall notify City within 14 days of notification from Consultant's insurer if such coverage is
suspended,voided or reduced in coverage or in limits.
4.2 Commercial General and Automobile Liability Insurance.
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 daims 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.
Automobile coverage shall be at least as broad as Insurance Services Office Automobile
Liability form CA 0001 Code 1 ("any auto").
4.2.3 Additional requirements. Each of the following shall be included in the insurance
coverage or added as an endorsement to the policy:
a. City and its officers,employees,agents,and volunteers shall be covered as
additional insureds with respect to each of the following: liability arising out of
activities performed by or on behalf of Consultant,including the insured's general
supervision of Consultant;products and completed operations of Consultant;
premises owned,occupied,or used by Consultant;and automobiles owned,
leased,or used by the Consultant. The coverage shall contain no special
limitations on the scope of protection afforded to City or its officers,employees,
agents,or volunteers.
b. The insurance shall cover on an occurrence or an accident basis,and not on a
claims-made basis.
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
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insurance or self-insurance maintained by the City shall be called upon to
contribute to a loss under the coverage.
d. Any failure of CONSULTANT to comply with reporting provisions of the policy
shall not affect coverage provided to CITY and its officers,employees,agents,
and volunteers.
e. An endorsement shall state that coverage shall not be canceled except after
thirty(30)days'prior written notice by certified mail,return receipt requested,has
been given to the City. Consultant shall notify City within 14 days of notification
from Consultant's insurer if such coverage is suspended,voided or reduced in
coverage or in limits.
4.3 Professional 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 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.
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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 and endorsements. Failure to exercise this right shall not constitute a waiver of
right to exercise later.
4.4.3 Subcontractors. Consultant agrees to include with all subcontractors in their subcontract
the same requirements and provisions of this Agreement including the Indemnification
and Insurance requirements to the extent they apply to the scope of the Subcontractor's
work. Subcontractors hired by Consultant agree to be bound to Consultant and the City in
the same manner and to the same extent as Consultant is bound to the City under the
Contract Documents. Subcontractor further agrees to include these same provisions with
any Sub-subcontractor. A copy of the Owner Contract Document Indemnity and
Insurance provisions will be furnished to the Subcontractor upon request. The General
Contractor shall require all subcontractors to provide a valid certificate of insurance and
the required endorsements included in the agreement prior to commencement of any
work and will provide proof of compliance to the City.
4.4.4 Variation. The City may approve a variation in the foregoing insurance requirements,
upon a determination that the coverages,scope,limits,and forms of such insurance are
either not commercially available,or that the City's interests are otherwise fully protected.
4.4.5 Deductibles and Self-Insured Retentions. All self-insured retentions(SIR)and/or
deductibles must be disclosed to the City for approval and shall not reduce the limits of
liability. Policies containing any self-insured retention provision and/or deductibles shall
provide or be endorsed to provide that the SIR and/or deductibles may be satisfied by
either the named insured or the City.
4.4.6 Excess Insurance. The limits of insurance required in this Agreement may be satisfied
by a combination of primary and umbrella or excess insurance. Any umbrella or excess
insurance shall contain or be endorsed to contain a provision that such coverage shall
also apply on a primary and non-contributory basis for the benefit of City(if agreed to in a
written contract or agreement)before City's own insurance or self-insurance shall be
called upon to protect City as a named insured.
4.4.7 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 Consultants breach:
• Obtain such insurance and deduct and retain the amount of the premiums for such insurance
from any sums due under the Agreement;
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• Order Consultant to stop work under this Agreement or withhold any payment that becomes
due to Consultant hereunder,or both stop work and withhold any payment,until Consultant
demonstrates compliance with the requirements hereof;and/or
• Terminate this Agreement.
Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. To the maximum extent
allowed by law,Consultant shall indemnify, keep and save harmless the City,and City Councilmembers,officers,
agents and employees against any and all suits,claims or actions arising out of any injury to persons or property,
including death,that may occur,or that may be alleged to have occurred,in the course of the performance of this
Agreement by a negligent act or omission or wrongful misconduct of the Consultant or its employees,subcontractors
or agents. Consultant further agrees to defend any and all such actions,suits or claims and pay all charges of
attorneys and all other costs and expenses arising therefrom or incurred in connection therewith;and if any judgment
be rendered against the City or any of the other individuals enumerated above in any such action,Consultant shall,at
its expense,satisfy and discharge the same. Consultant's responsibility for such defense and indemnity obligations
shall survive the termination or completion of this Agreement for the full period of time allowed by law. The defense
and indemnification obligations of this Agreement are undertaken in addition to,and shall not in any way be limited
by,the insurance obligations contained in this Agreement.
In the event that Consultant or any employee,agent,or subcontractor of Consultant providing services under this
Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System
(PERS)to be eligible for enrollment in PERS as an employee of City,Consultant shall indemnify,defend,and hold
harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of
Consultant or its employees,agents,or subcontractors,as well as for the payment of any penalties and interest on
such contributions,which would otherwise be the responsibility of City.
Consultant/Subcontractor's responsibility for such defense and indemnity obligations shall survive the termination or
completion of this Agreement for the full period of time allowed by law.
Section 6. STATUS OF CONSULTANT.
6.1 Independent Contractor. At all times during the term of this Agreement,Consultant shall be an
independent contractor and shall not be an employee of City. City shall have the right to control
Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement
and assignment of personnel pursuant to Subparagraph 1.3;however,otherwise City shall not
have the right to control the means by which Consultant accomplishes services rendered pursuant
to this Agreement. Notwithstanding any other City,state,or federal policy,rule,regulation,law,or
ordinance to the contrary,Consultant and any of its employees,agents,and subcontractors
providing services under this Agreement shall not qualify for or become entitled to,and hereby
agree to waive any and all claims to,any compensation,benefit,or any incident of employment by
City,including but not limited to eligibility to enroll in the California Public Employees Retirement
System(PERS)as an employee of City and entitlement to any contribution to be paid by City for
employer contributions and/or employee contributions for PERS benefits.
6.2 Consultant No Agent. Except as City may specify in writing,Consultant shall have no authority,
express or implied,to act on behalf of City in any capacity whatsoever as an agent. Consultant
shall have no authority, express or implied,pursuant to this Agreement to bind City to any
obligation whatsoever.
Section 7. LEGAL REQUIREMENTS.
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7.1 Governing Law. The laws of the State of California shall govern this Agreement.
7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with all laws
applicable to the performance of the work hereunder.
7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal
assistance from another governmental entity,Consultant and any subcontractors shall comply with
all applicable rules and regulations to which City is bound by the terms of such fiscal assistance
program.
7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its
employees,agents,and any subcontractors have all licenses, permits,qualifications,and
approvals of whatsoever nature that are legally required to practice their respective professions.
Consultant represents and warrants to City that Consultant and its employees,agents,any
subcontractors shall,at their sole cost and expense,keep in effect at all times during the term of
this Agreement any licenses,permits,and approvals that are legally required to 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 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
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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 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 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
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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 Severabil fir. 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
10
Agreement is made in violation of Government Code§1090 etseq.,the entire Agreement is void
and Consultant will not be entitled to any compensation for services performed pursuant to this
Agreement,induding reimbursement of expenses,and Consultant will be required to reimburse the
City for any sums paid to the Consultant. Consultant understands that,in addition to the foregoing,
it may be subject to criminal prosecution for a violation of Government Code§1090 and,if
applicable,will be disqualified from holding public office in the State of California.
Principals and those performing work for City of Dublin my be required to submit a California Fair
Political Practices Commission(FPPC) Form 700:Statement of Economic Interests documenting
potential financial conflicts of interest. For additional information,proposers should refer to the
FPPC website at http://www.fopc.ca.gov/Form700.html.
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 City Manager("Contract
Administrator"). All correspondence shall be directed to or through the Contract Administrator or
his or her designee.
10.10 Notices. Any written notice to Consultant shall be sent to:
West Corporation
Attn: Dan Walsh
PO Box 414
Cayucos,CA 93430
Any written notice to City shall be sent to:
The City of Dublin
Attn: Gary Huisingh
100 Civic Plaza
Dublin,CA 94568
10.11 Integration. This Agreement,including Exhibits A and B,represents the entire and integrated
agreement between City and Consultant and supersedes all prior negotiations,representations,or
agreements,either written or oral.
11
IN WITNESS HEREOF,the parties have caused their authorized representatives to execute this
Agreement on the 6th day of December 2016.
CITY OF DUBLIN CONSULTANT
Christopher L. Foss,City Manager Dan Walsh,West Corporation
Attest:
Caroline Soto,City Clerk
Approved as to Form:
John Bakker,City Attorney
12
EXHIBIT A
SCOPE OF SERVICES
N
Walsh Electronics Systems Technology
PO Box 414 Cayucos Ca. 93430
(805) 439 2273
CORPORATION Fax (805) 439-2275
s
C-1 0/C-7 License 698080•Alarm License ACO 3898
Date: November 28, 2016
To: 'Meghan Tiernan' <Meghan.Tiernan @dublin.ca.gov>
From: Dan Walsh
Re: Security System Emerald Glenn Aquatic Center — Revision 2
Perimeter Alarm System
Meghan, the following is a quote for the proposed Security System at
Emerald Glenn Aquatic Center. It is based on the available
information provided by the GC, Architect, Electrical Contractor, Door
Hardware Schedule, most recent floor plans, City of Dublin Officials,
and numerous on site visits I meetings.
The system is designed to interface with the existing City of Dublin
Security Systems consisting of Access Control and Closed Circuit
Video. Each of these systems is discussed separately. Programing
and monitoring of these systems is enabled at the PD and the
Aquatic Park.
There are still some questions that need to be answered; my main
concern is to get started before the building is closed up. Any
additional ads or changes should be covered by the added
contingency, I recommend a 10%.
Access Control System Scope of Work:
1-The Amag Access Server is located at the Police Station. Additional
software will be installed to add 26 wireless readers, 4 hardwired
readers, and 3 personnel exterior gate readers to be determined and
1 on site client license.
2- The Amag client license will be installed on a customer supplied
CPU.
3-At room 110 it is assumed that all the hardwired readers will
terminate to an Amag 2150 access control panel and lock power
supply. The 2150 panel terminates to the LAN switch provided by
others.
4- At room 110, 2 Amag EN-LDBU panels will be installed to
communicate to Assa Abloy wireless hubs. The EN-LDBU's will
terminate to the LAN switch provided by others. Reader locations
noted on sheets A2.2a and A2.2b terminate to room 110 it is
assumed required conduit and cable paths have been provided.
5- At room 127, 2 Amag EN-LDBU panels will be installed to
communicate to Assa Abloy wireless hubs. The EN-LDBU's will
terminate to the LAN switch provided by others. Reader locations
noted on sheet A2.2c terminate to room 127 it is assumed required
conduit and cable paths have been provided.
6- A combination of Assa Abloy wireless hubs will be installed at
specific locations in the buildings. The actual locations will first be
confirmed with Assa Abloy tech support. Hubs will consist of 3 -AH-30
(8 readers) and 15-AH-13 (single reader).
7- There are 5 locations that require hard wired card readers these
locations also require that the access control system be interfaced to
the door operators, electric locks, and actuators. It is assumed that all
conduits, back bokes, and cable paths have been provided.
8- There are 3 exterior gate locations that will require card readers,
interface to the gate locks, gate position switch and REX device. It is
assumed that all conduit, back boxes, and cable paths have been
provided.
9- System cabling will be required from the 8 hardwired locations and
from the EN-LDBU wireless hubs.
10- Provide programing, submittals, as build drawings and O&M
manuals.
11- Provide 1 year warranty on all materials provided and installed by
WEST Corp. personnel.
Installed cost; $65,776.67
Vicon Video System Scope of Work
There is an NVR (network video recorder) installed at the PD which
controls and records the cameras at City Center. A second NVR will
be installed at the park to record and program the cameras. All
cameras in the system can be programed to be viewed at either
location.
There are 4 interior camera locations and 4 exterior camera locations.
1-At a pre-determined location a Vicon NVR will be installed to
control, and record the installed cameras. The NVR will archive video
for 30 days. The NVR will terminate to the LAN switch provided by
others.
2- The Vicon client software will be installed on a customer supplied
CPU. The client will be used to program, monitor, and paly back
video. The CPU will terminate to the LAN switch provided by others.
3- There are 3 interior mini domes installed in the front lobby /
ticketing location and 1 mini dome installed in the safe room. An
exterior dome will be mounted to monitor people at the outside
ticketing area windows. Cameras will terminate to a LAN/POE switch
provided by others at room 110.
4- At the pool storage building 3 exterior cameras will be installed to
monitor the general gate areas. The cameras will terminate to a LAN /
POE switch provided by others inside the building. It is assumed that
all conduit, back boxes, and cable paths have been provided.
5- Analytics will be provided for the lobby cameras monitoring the
entrances. The analytics will monitor direction (people entering) and
keep count of people entering. The data will be stored on the NVR.
6- Provide programing, submittals, as build drawings and O&M
manuals.
7- Provide 1 year warranty on all materials provided and installed by
WEST Corp. personnel
Estimated Cost; $21,979.26
Perimeter Alarm System Scope of Work - Revision 1
The newest Amag software has added several functions that have an
affect the Apireo Wireless Locks. The scope of work does not change
the components do change to accomplish the same results.
At the last onsite meeting I was told that all exterior doors need to be
alarmed this will also include rollup doors. The cashier will have panic
buttons to use in emergency situations. There will be 2 alarm key
pads for; arming, disarming, and system status. The system will be
monitored 24/7 by a UL certified alarm monitoring company.
There will be a combination of wireless and hardwired alarm points.
There are areas that are no longer assessable these areas will be
wireless. It is assumed that all conduit, back boxes, and cable paths
have been provided.
The areas of courage;
Main building Sheet A2.2a 11 doors 4 panic buttons
Covered pool Sheet A2.2b 5 doors
Lifeguard building 12 doors - 8 industrial contacts
Pool storage building 4 doors — industrial contacts
Estimated cost; $25,744.79
Rev3 changes include;
Pool storage building we will run our pipe install back boxes and
terminate to a LAN switch in the building. I will need to finalize this
with the IT contractor.
Add Aperio wireless hubs, Amag EN-LDBU Aperio interface,
additional Aperio programing.
Additional wireless contacts, 12vdc power supplies, additional
cabling, and additional wireless receivers, additional remote Bosch
input modules.
Additional Labor as needed.
Please give me a call with any questions
Thanks
Dan Walsh
EXHIBIT B
COMPENSATION SCHEDULE
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