HomeMy WebLinkAboutReso 12-19 Consulting Services Agreement with Urban Field Studio for Architectural Design Services for Downtown Dublin RESOLUTION NO. 12— 19
A RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF DUBLIN
APPROVING A CONSULTING SERVICES AGREEMENT WITH URBAN FIELD STUDIO
FOR ARCHITECTURAL DESIGN SERVICES FOR DOWNTOWN DUBLIN
WHEREAS, in 2018, as part of the Dublin City Council's strategic planning process, they
included "Focus efforts on ways to strengthen the City's economic vitality, including the Downtown,
through public investment and economic development" as a key strategy for the City; and
WHEREAS, on September 18, 2018, the City Council unanimously approved a report
from the Urban Land Institute's Technical .Assistance Panel on Downtown Dublin and an
accompanying work plan on ways to achieve the City Council's vision for Downtown Dublin as a
vibrant and dynamic commercial and mixed-use center; and
WHEREAS, in October 2018, the City issued a Request for Qualifications (RFQ) for
Architectural Design Consultant Services and received 13 proposals; and
WHEREAS, through the competitive RFQ process, Urban Field Studio was selected for
the project; and
WHEREAS, Urban Field Studio has provided a proposal to gather input from the City and
produce design schematics to illustrate a range of possible developments desired by the City in
the Downtown Dublin Retail District.
NOW THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin does
hereby approve the Consulting Services Agreement with Urban Field Studio for Architectural
Design Services related to Downtown Dublin.
BE IT FURTHER RESOLVED that the City Manager is authorized to execute the
Agreement, attached hereto as Exhibit A and make any other modifications as necessary to
carry out the intent of this Resolution.
PASSED, APPROVED AND ADOPTED this 19th day of February 2019, by the following vote:
AYES: Councilmembers Goel, Hernandez, Josey, Kumagai and Mayor Haubert
NOES:
ABSENT:
ABSTAIN:
,Mayor
ATTEST:
("AA4) ,6" (rd-
City Clerk
Reso No. 12-19, Adopted 2/19/2019, Item 4.9 Page 1 of 1
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CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF DUBLIN AND
URBAN FIELD STUDIO FOR ARCHITECTURAL DESIGN SERVICES
FOR DOWNTOWN DUBLIN
This Agreement is made and entered into between the City of Dublin ("City") and Urban Field
Studio, a limited liability partnership (“Consultant”) as of ____ February, 2019 (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 31, 2020, 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
conformance with 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
five hundred thousand dollars ($500,000), for services outlined in Exhibit A in accordance with
the hourly rate schedule attached hereto as Exhibit B. In the event of a conflict between this
Agreement and Consultant’s proposal, attached as Exhibit A, 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
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herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate
services performed by more than one person.
Consultant and City acknowledge and agree that compensation paid by City to Consultant
under this Agreement is based upon Consultant’s estimated costs of providing the services
required hereunder, including salaries and benefits of employees and subcontractors of
Consultant. Consequently, the parties further agree that compensation hereunder is intended to
include the costs of contributions to any pensions and/or annuities to which Consultant and its
employees, agents, and subcontractors may be eligible. City therefore has no responsibility for
such contributions beyond compensation required under this Agreement.
2.1 Invoices. Consultant shall submit invoices, not more often than once a month
during the term of this Agreement, based on the cost for services performed and
reimbursable costs incurred prior to the invoice date. No individual performing
work under this Contract shall bill more than 2,000 hours in a fiscal year unless
approved, in writing, by the City Manager or his/her designee. Invoices shall
contain the following information:
▪ Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first
invoice, etc.;
▪ The beginning and ending dates of the billing period;
▪ 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
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expense or cost whatsoever incurred by Consultant in rendering services
pursuant to this Agreement. City shall make no payment for any extra, further, or
additional service pursuant to this Agreement.
In no event shall Consultant submit any invoice for an amount in excess of the
maximum amount of compensation provided above either for a task or for the
entire Agreement, unless the Agreement is modified prior to the submission of
such an invoice by a properly executed change order or amendment.
2.4 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall
not exceed the amounts shown on the fee schedule set forth on the
compensation schedule attached as Exhibit B.
2.5 Reimbursable Expenses. Reimbursable expenses are specified below and
shall not exceed twenty-six thousand dollars ($26,000). Expenses not listed
below are not chargeable to City. Reimbursable expenses are included in the
total amount of compensation provided under this Agreement that shall not be
exceeded.
▪ Expense of transportation, including rental car insurance (loss damage
waiver/ collision damage waiver and liability coverage) when traveling in
connection with the Project
▪ Conference call services
▪ Expense of reproductions including computer plotting, postage, overnight
priority mail and handling of drawings.
2.6 Payment of Taxes. Consultant is solely responsible for the payment of
employment taxes incurred under this Agreement and any similar federal or state
taxes.
2.7 Payment upon Termination. In the event that the City or Consultant terminates
this Agreement pursuant to Section 8, the City shall compensate the Consultant
for all outstanding costs and reimbursable expenses incurred for work
satisfactorily completed as of the date of written notice of termination. Consultant
shall maintain adequate logs and timesheets in order to verify costs incurred to
that date.
2.8 Authorization to Perform Services. The Consultant is not authorized to
perform any services or incur any costs whatsoever under the terms of this
Agreement until receipt of authorization from the Contract Administrator.
Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at
its sole cost and expense, provide all facilities and equipment that may be necessary to perform
the services required by this Agreement. City shall make available to Consultant only the
facilities and equipment listed in this section, and only under the terms and conditions set forth
herein.
City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may
be reasonably necessary for Consultant’s use while consulting with City employees and
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reviewing records and the information in possession of the City. The location, quantity, and time
of furnishing those facilities shall be in the sole discretion of City. In no event shall City be
obligated to furnish any facility that may involve incurring any direct expense, including but not
limited to computer, long-distance telephone or other communication charges, vehicles, and
reproduction facilities.
Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this
Agreement, Consultant, at its own cost and expense, shall procure "occurrence coverage"
insurance against claims for injuries to persons or damages to property that may arise from or in
connection with the performance of the work hereunder by the Consultant and its agents,
representatives, employees and subcontractors. Consultant shall provide proof satisfactory to
City of such insurance that meets the requirements of this section and under forms of insurance
satisfactory in all respects to the City. Consultant shall maintain the insurance policies required
by this section throughout the term of this Agreement. The cost of such insurance shall be
included in the Consultant's bid. Consultant shall not allow any subcontractor to commence
work on any subcontract until Consultant has obtained all insurance required herein for the
subcontractor(s) and provided evidence thereof to City. Verification of the required insurance
shall be submitted and made part of this Agreement prior to execution.
It shall be a requirement under this Agreement that any available insurance proceeds broader
than or in excess of the specified minimum insurance coverage requirements and/or limits shall
be available to City as an additional insured. Furthermore, the requirements for coverage and
limits shall be (1) the minimum coverage and limits specified in this Agreement; or (2) the
broader coverage and maximum limits of coverage of any insurance policy or proceeds
available to the named insured; whichever is greater. The additional insured coverage under
the Consultant’s policy shall be “primary and non-contributory” and will not seek contribution
from City’s insurance or self-insurance and shall be at least as broad as CG 20 01 04 12. In the
event Consultant fails to maintain coverage as required by this Agreement, City at its sole
discretion may purchase the coverage required and the cost will be paid by Consultant. Failure
to exercise this right shall not constitute a waiver of right to exercise later.
Consultant shall provide thirty (30) days-notice to the City for any modification or change in
coverage; and. Consultant’s shall provide thirty (30) days-notice of policy cancellation and ten
(10) days-notice of cancellation for non-payment of premium.
4.1 Workers’ Compensation. Consultant shall, at its sole cost and expense,
maintain Statutory Workers’ Compensation Insurance and Employer’s Liability
Insurance for any and all persons employed directly or indirectly by Consultant.
The Statutory Workers’ Compensation Insurance and Employer’s Liability
Insurance shall be provided with limits of not less than ONE MILLION DOLLARS
($1,000,000.00) per accident. In the alternative, Consultant may rely on a self-
insurance program to meet those requirements, but only if the program of self-
insurance complies fully with the provisions of the California Labor Code.
Determination of whether a self-insurance program meets the standards of the
Labor Code shall be solely in the discretion of the Contract Administrator. The
insurer, if insurance is provided, or the Consultant, if a program of self-insurance
is provided, shall waive all rights of subrogation against the City and its officers,
officials, employees, and volunteers for loss arising from work performed under
this Agreement.
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Consultant shall notify City within 14 days of notification from Consultant’s insurer
if such coverage is suspended, voided or reduced in coverage or in limits.
4.2 Commercial General and Automobile Liability Insurance.
4.2.1 General requirements. Consultant, at its own cost and expense, shall
maintain commercial general and automobile liability insurance for the
term of this Agreement in an amount not less than ONE MILLION
DOLLARS ($1,000,000.00) per occurrence, combined single limit
coverage for risks associated with the work contemplated by this
Agreement. If a Commercial General Liability Insurance or an Automobile
Liability form or other form with a general aggregate limit is used, either
the general aggregate limit shall apply separately to the work to be
performed under this Agreement or the general aggregate limit shall be at
least twice the required occurrence limit. Such coverage shall include but
shall not be limited to, protection against claims arising from bodily and
personal injury, including death resulting therefrom, and damage to
property resulting from activities contemplated under this Agreement,
including the use of owned and non-owned automobiles.
Coverage shall not be canceled except after thirty (30) days' prior written
notice by mail has been given to the City. Consultant shall notify City
within 14 days of notification from Consultant’s insurer if such coverage is
suspended, voided or reduced in coverage or in limits.
4.2.2 Minimum scope of coverage. Commercial general coverage shall be at
least as broad as Insurance Services Office Commercial General Liability
occurrence form CG 0001. Automobile coverage shall be at least as
broad as Insurance Services Office Automobile Liability form CA 0001
Code 1 (“any auto”).
4.2.3 Additional requirements. Each of the following shall be included in the
insurance coverage or added as an endorsement to the policy:
a. City and its officers, employees, agents, and volunteers shall be
covered as additional insureds with respect to each of the
following: liability arising out of activities performed by or on behalf
of Consultant, including the insured’s general supervision of
Consultant; products and completed operations of Consultant;
premises owned, occupied, or used by Consultant; and
automobiles owned, leased, or used by the Consultant. The
coverage shall contain no special limitations on the scope of
protection afforded to City or its officers, employees, agents, or
volunteers.
b. The insurance shall cover on an occurrence or an accident basis,
and not on a claims-made basis.
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c. An endorsement must state that coverage is primary insurance
with respect to the City and its officers, employees, agents, and
volunteers, and that no insurance or self-insurance maintained by
the City shall be called upon to contribute to a loss under the
coverage.
d. Any failure of CONSULTANT to comply with reporting provisions
of the policy shall not affect coverage provided to CITY and its
officers, employees, agents, and volunteers.
4.3 Professional Liability Insurance. Consultant, at its own cost and expense, shall
maintain for the period covered by this Agreement professional liability insurance
for licensed professionals performing work pursuant to this Agreement in an
amount not less than ONE MILLION DOLLARS ($1,000,000) covering the
licensed professionals’ errors and omissions.
4.3.1 Any deductible or self-insured retention shall not exceed $150,000 per
claim.
4.3.2 Coverage shall not be suspended, voided, canceled, reduced in coverage
or in limits, except after thirty (30) days' prior written notice by mail has
been given to the City.
4.3.3 The following provisions shall apply if the professional liability coverages
are written on a claims-made form:
a. The retroactive date of the policy must be shown and must be
before the date of the Agreement.
b. Insurance must be maintained, and evidence of insurance must
be provided for at least five years after completion of the
Agreement or the work, so long as commercially available at
reasonable rates.
c. If coverage is canceled or not renewed and it is not replaced with
another claims-made policy form with a retroactive date that
precedes the date of this Agreement, Consultant must provide
extended reporting coverage for a minimum of five years after
completion of the Agreement or the work. The City shall have the
right to exercise, at the Consultant’s sole cost and expense, any
extended reporting provisions of the policy, if the Consultant
cancels or does not renew the coverage.
d. A copy of the claim reporting requirements must be submitted to
the City prior to the commencement of any work under this
Agreement.
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4.4 All Policies Requirements.
4.4.1 Acceptability of insurers. All insurance required by this section is to be
placed with insurers with a Bests' rating of no less than A:VII.
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.
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4.4.7 Other Requirements. It shall be a requirement under this agreement
that any available insurance proceeds broader than or in excess of the
specified minimum insurance coverage requirements and/or limits shall
be (1) the minimum coverage and limits specified in this Agreement; or
(2) the broader coverage and maximum limits of coverage of any
insurance policy.
4.4.8 Notice of Reduction in Coverage. In the event that any coverage
required by this section is reduced, limited, or materially affected in any
other manner, Consultant shall provide written notice to City at
Consultant’s earliest possible opportunity and in no case later than five
days after Consultant is notified of the change in coverage.
4.5 Remedies. In addition to any other remedies City may have if Consultant fails to
provide or maintain any insurance policies or policy endorsements to the extent
and within the time herein required, City may, at its sole option exercise any of
the following remedies, which are alternatives to other remedies City may have
and are not the exclusive remedy for Consultant’s breach:
▪ Obtain such insurance and deduct and retain the amount of the premiums for
such insurance from any sums due under the Agreement;
▪ Order Consultant to stop work under this Agreement or withhold any payment
that becomes due to Consultant hereunder, or both stop work and withhold
any payment, until Consultant demonstrates compliance with the
requirements hereof; and/or
▪ Terminate this Agreement.
Section 5. INDEMNIFICATION AND CONSULTANT’S RESPONSIBILITIES. To the
maximum extent allowed by law, Consultant shall indemnify, but not defend, keep and save
harmless the City, and City Councilmembers, officers, agents and employees against any and
all suits, claims or actions to the extent any injury to persons or property, including death, is
caused by a negligent act or omission or wrongful misconduct of the Consultant or its
employees, subcontractors or agents, in the course of the performance of this Agreement..
Consultant further agrees to indemnify City, and City Councilmembers, officers, and employees
to the extent of Consultant’s proportionate percentage of adjudicated responsibility by a court of
competent jurisdiction as defined by California Civil Code 2782.8; Consultant’s responsibility
for such indemnity obligations shall survive the termination or completion of this Agreement for
the full period of time allowed by law. The indemnification obligations of this Agreement are
undertaken in addition to, and shall not in any way be limited by, the insurance obligations
contained in this Agreement.
In the event that Consultant or any employee, agent, or subcontractor of Consultant providing
services under this Agreement is determined by a court of competent jurisdiction or the
California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS
as an employee of City, Consultant shall indemnify, defend, and hold harmless City for the
payment of any employee and/or employer contributions for PERS benefits on behalf of
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Consultant or its employees, agents, or subcontractors, as well as for the payment of any
penalties and interest on such contributions, which would otherwise be the responsibility of City.
Consultant/Subcontractor’s responsibility for such defense and indemnity obligations shall
survive the termination or completion of this Agreement for the full period of time allowed by law.
Section 6. STATUS OF CONSULTANT.
6.1 Independent Contractor. At all times during the term of this Agreement,
Consultant shall be an independent contractor and shall not be an employee of
City. City shall have the right to control Consultant only insofar as the results of
Consultant's services rendered pursuant to this Agreement and assignment of
personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have
the right to control the means by which Consultant accomplishes services
rendered pursuant to this Agreement. Notwithstanding any other City, state, or
federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and
any of its employees, agents, and subcontractors providing services under this
Agreement shall not qualify for or become entitled to, and hereby agree to waive
any and all claims to, any compensation, benefit, or any incident of employment
by City, including but not limited to eligibility to enroll in the California Public
Employees Retirement System (PERS) as an employee of City and entitlement
to any contribution to be paid by City for employer contributions and/or employee
contributions for PERS benefits.
6.2 Consultant No Agent. Except as City may specify in writing, Consultant shall
have no authority, express or implied, to act on behalf of City in any capacity
whatsoever as an agent. Consultant shall have no authority, express or implied,
pursuant to this Agreement to bind City to any obligation whatsoever.
Section 7. 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 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
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practice their respective professions. In addition to the foregoing, Consultant and
any subcontractors shall obtain and maintain during the term of this Agreement
valid Business Licenses from City.
7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate,
on the basis of a person’s race, religion, color, national origin, age, physical or
mental handicap or disability, medical condition, marital status, sex, or sexual
orientation, against any employee, applicant for employment, subcontractor,
bidder for a subcontract, or participant in, recipient of, or applicant for any
services or programs provided by Consultant under this Agreement. Consultant
shall comply with all applicable federal, state, and local laws, policies, rules, and
requirements related to equal opportunity and nondiscrimination in employment,
contracting, and the provision of any services that are the subject of this
Agreement, including but not limited to the satisfaction of any positive obligations
required of Consultant thereby.
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 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,
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experience, and specialized personal knowledge. Moreover, a substantial
inducement to City for entering into this Agreement was and is the professional
reputation and competence of Consultant. Consultant may not assign this
Agreement or any interest therein without the prior written approval of the
Contract Administrator. Consultant shall not subcontract any portion of the
performance contemplated and provided for herein, other than to the
subcontractors noted in the proposal, without prior written approval of the
Contract Administrator.
8.5 Survival. All obligations arising prior to the termination of this Agreement and all
provisions of this Agreement allocating liability between City and Consultant shall
survive the termination of this Agreement.
8.6 Options upon Breach by Consultant. If Consultant materially breaches any of
the terms of this Agreement, City’s remedies shall include, but not be limited to,
the following:
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
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records or documents evidencing or relating to charges for services or
expenditures and disbursements charged to the City under this Agreement for a
minimum of three (3) years, or for any longer period required by law, from the
date of final payment to the Consultant to this Agreement.
9.3 Inspection and Audit of Records. Any records or documents that Section 9.2
of this Agreement requires Consultant to maintain shall be made available for
inspection, audit, and/or copying at any time during regular business hours, upon
oral or written request of the City. Under California Government Code Section
8546.7, if the amount of public funds expended under this Agreement exceeds
TEN THOUSAND DOLLARS ($10,000.00), the Agreement shall be subject to the
examination and audit of the State Auditor, at the request of City or as part of any
audit of the City, for a period of three (3) years after final payment under the
Agreement.
Section 10. MISCELLANEOUS PROVISIONS.
10.1 Venue. In the event that either party brings any action against the other under
this Agreement, the parties agree that trial of such action shall be vested
exclusively in the state courts of California in the County of Alameda or in the
United States District Court for the Northern District of California.
10.2 Severability. If a court of competent jurisdiction finds or rules that any provision
of this Agreement is invalid, void, or unenforceable, the provisions of this
Agreement not so adjudged shall remain in full force and effect. The invalidity in
whole or in part of any provision of this Agreement shall not void or affect the
validity of any other provision of this Agreement.
10.3 No Implied Waiver of Breach. The waiver of any breach of a specific provision
of this Agreement does not constitute a waiver of any other breach of that term or
any other term of this Agreement.
10.4 Successors and Assigns. The provisions of this Agreement shall inure to the
benefit of and shall apply to and bind the successors and assigns of the parties.
10.5 Use of Recycled Products. Consultant shall prepare and submit all reports,
written studies and other printed material on recycled paper to the extent it is
available at equal or less cost than virgin paper.
10.6 Conflict of Interest. Consultant may serve other clients, but none whose
activities within the corporate limits of City or whose business, regardless of
location, would place Consultant in a “conflict of interest,” as that term is defined
in the Political Reform Act, codified at California Government Code Section
81000 et seq.
Consultant shall not employ any City official in the work performed pursuant to
this Agreement. No officer or employee of City shall have any financial interest in
this Agreement that would violate California Government Code Sections 1090 et
seq.
Consultant Services Agreement between February 2019
City of Dublin and Urban Field Studio Page 13 of 14
Consultant hereby warrants that it is not now, nor has it been in the previous
twelve (12) months, an employee, agent, appointee, or official of the City. If
Consultant was an employee, agent, appointee, or official of the City in the
previous twelve months, Consultant warrants that it did not participate in any
manner in the forming of this Agreement. Consultant understands that, if this
Agreement is made in violation of Government Code §1090 et. seq., the entire
Agreement is void and Consultant will not be entitled to any compensation for
services performed pursuant to this Agreement, including reimbursement of
expenses, and Consultant will be required to reimburse the City for any sums
paid to the Consultant. Consultant understands that, in addition to the foregoing,
it may be subject to criminal prosecution for a violation of Government Code §
1090 and, if applicable, will be disqualified from holding public office in the State
of California.
Principals and those performing work for City of Dublin may be required to submit
a California Fair Political Practices Commission (FPPC) Form 700: Statement of
Economic Interests documenting potential financial conflicts of interest. For
additional information, proposers should refer to the FPPC website at
http://www.fppc.ca.gov/Form700.html.
10.7 Solicitation. Consultant agrees not to solicit business at any meeting, focus
group, or interview related to this Agreement, either orally or through any written
materials.
10.8 Contract Administration. This Agreement shall be administered by the City
Manager ("Contract Administrator"). All correspondence shall be directed to or
through the Contract Administrator or his or her designee.
10.9 Notices. Any written notice to Consultant shall be sent to:
Urban Field Studio
Jane Lin, Founding Partner, Architect
2169 Folsom Street M 304
San Francisco CA 94110
(415) 754-9304
jane@urbanfieldstudio.com
Consultant Services Agreement between February 2019
City of Dublin and Urban Field Studio Exhibit B: Compensation Schedule
EXHIBIT A
SCOPE OF SERVICES
Urban Field Studio (UFS) and ELS Architecture + Urban Design (ELS) are pleased to submit
our scope and fee for Architectural Design Services for Downtown Dublin. The combined
experience of our team will provide the City of Dublin with the expertise to inform a plan that is
successful in attracting great tenants, flexible to respond to dynamic market forces, and based
in experience taking commercial retail projects from concepts all the way through construction.
Together we bring our philosophy of designing and strategizing collaboratively to our work with
you on the Downtown Dublin project.
For this project Urban Field Studio will be the prime consultant and project manager for the
contract with the City of Dublin, ELS will be the primary partner and sub-consultant on the team
and our other team members will be specialist subconsultants. For each task UFS will check in
and review progress with City Staff as needed.
Our team includes:
• Christine Firstenberg, Retail Real Estate Resources (RRER), a retail broker and
development consultant
• Jerry Keyser and Kevin Feeney, Keyser Marston Associates (KMA), economists that
specialize in land planning
• Marco Esposito, SWA Group (SWA), landscape architects
• Dan Schaefer, BKF Engineers (BKF), infrastructure specialist
• Mike Mowery, Kimley Horn & Associates (KH), traffic engineers
Phase 1: 2019
We anticipate the project to take place over two years. We are calling the first effort, Phase 1.
We see this first year as a year to establish development options with dialogue between the City
Council members, private landowners, and the Downtown Dublin community. We intend to put
forward realistic options for the City of Dublin to consider and to formulate a strategy to bring the
preferred option to reality.
Task 1: Kick Off Meeting & Commencing Initial Studies
At this kick off meeting, all consultants will be on hand for a 2-hour tour of the site and a 2-hour
meeting with City Staff. The consultants will come to the meeting ready to determine the
schedule for workshops and meeting dates, the market study (KMA), the ownership and status
of the site (RRER), utilities and easements (BKF). Preparation for the first workshop with
Council will be part of the discussion. KMA will start the Market Study in this Task. RRER wil l
coordinate with Greensfelder Commercial Real Estate regarding information gathered in the
CC&Rs Study. BKF will follow up about utilities after the Kick-Off Meeting.
Deliverables: Agenda, Minutes, and List of Information Requests
Timing: March 2019
Fee: $24,000
Optional: Traffic Evaluation of Existing Studies $5,000
Consultant Services Agreement between February 2019
City of Dublin and Urban Field Studio Exhibit B: Compensation Schedule
Task 2: Council Member Engagement – Council Workshop 1
In preparation for this workshop with the Council Members on the Downtown Development
Strategy, the consultant team will prepare an agenda and presentation to be previewed by City
Staff before the meeting. The presentation will include an overview of the Downtown Vision and
process to date, existing city resources, private stakeholder status, development process
overview, market overview, and a retail overview.
Deliverables: Agenda, Digital Presentation and Summary Notes
Timing: April 2019
Fee: $20,000
Optional: Design Primer for Architectural Narrative $5,000
Task 3: Preparation of Downtown Vision Alternatives
UFS, ELS, and SWA will work together to produce alternatives for consideration. Consultants
will hold an internal one-day charrette to establish three alternatives. The team’s specialists will
be reviewing specific topics: KMA and RRER on market and development feasibility, BKF on
infrastructure. UFS, ELS, and SWA will produce diagrams, illustrated site plans, 3D massing,
and case studies to illustrate the three alternative ideas.
Deliverables: Three alternatives illustrated through plans, precedent images, and narrative
Timing: May 2019
Fee: $80,000
Optional High Level Cost Estimate of 3 alternatives: $8,000
Optional Public Space/Plaza Design Options: $20,000
Optional Traffic Design Review: $3,000
Task 4: Presentation of Downtown Vision Alternatives - Council Workshop 2
Downtown Vision Alternatives will be presented by UFS and ELS to the City Council, preferably
in closed session, for consideration.
Deliverables: Agenda, Digital Presentation, Printed Visuals, and Summary Notes
Timing: May 2019
Fee: $8,000
Task 5a: Private Stakeholder Engagement for Alternatives
A presentation about the Downtown Vision alternatives will be given to private stakeholders at a
special meeting. RRER will be following up with (up to 8) private stakeholders about the
alternatives.
Deliverables: Digital Presentation, 11x17 copies of Alternatives, and Summary Notes
Timing: June 2019
Fee: $20,000
Consultant Services Agreement between February 2019
City of Dublin and Urban Field Studio Exhibit B: Compensation Schedule
Task 5b: Public Outreach for Alternatives
Consultants will prepare exhibits for a Community Meeting about the alternatives for the future
of Dublin Downtown. City staff will coordinate with UFS regarding public notices for the
Community Meeting. Alternatives may be revised based on private stakeholder feedback for the
community meeting.
Deliverables: Digital Presentation, Printed Exhibits, and Summary Notes
Timing: June 2019 (following Task 5a)
Fee: $29,000
Task 6: Public and Private Development Strategy Session – Council Workshop 3
In preparation for a strategy discussion about Dublin Downtown, consultants will review
outreach regarding alternatives, discuss the public realm framework and infrastructure needs,
review/discuss available public funding, public-private financing options, and private
development opportunities. This strategy discussion session will inform the design and
development strategy of the Preferred Alternative Plan.
Deliverables: Agenda, Community Outreach Summary, Digital Presentation, and Summary
Notes
Timing: July 2019
Fee: $38,000
Task 7: Preparation for the Preferred Downtown Vision
UFS, ELS, and SWA will be working together to produce a Preferred Downtown Vision.
Consultants will hold a one-day charrette to integrate specialist feedback. The Preferred Plan
will be illustrated with diagrams, an illustrated plan, 3D massing, and three (3) character
renderings.
Deliverables: Digital Presentation, Printed Visuals, and Summary Notes
Timing: August 2019
Fee: $70,000
Optional Additional Renderings: $3,500 per street level rendering and $5,000 per birds-eye view
renderings
Optional Order of Magnitude Cost Estimate: $8,000
Optional Preferred Vision Conceptual Plaza Design: $15,000
Optional Traffic Design Review: $2,000
Consultant Services Agreement between February 2019
City of Dublin and Urban Field Studio Exhibit B: Compensation Schedule
Task 8: Presentation of the Preferred Downtown Vision – Council Workshop 4
The Preferred Downtown Vision will be presented by UFS and ELS to the City Council.
Deliverables: Agenda, Digital Presentation, Printed Visuals, and Summary Notes
Timing: August 2019
Fee: $8,000
Task 9a: Private Stakeholder Engagement for Preferred Vision
A presentation about the Preferred Vision will be given to the private stakeholders at a special
meeting. The Preferred Alternative Plan may be revised based on Councilmember feedback for
the private stakeholder meeting. RRER will be following up with (up to 8) private stakeholders
about the alternatives.
Deliverables: Digital Presentation, Printed Visuals, and Summary Notes
Timing: September 2019
Fee: $15,000
Task 9b: Public Outreach for Preferred Plan
Consultants will prepare a plan and exhibits for a Community Meeting about the Preferred
Alternative Plan for Dublin Downtown. City staff will coordinate with UFS regarding public
notices for the Community Meeting. The Preferred Alternative Plan may be revised based on
private stakeholder feedback for the community meeting.
Deliverables: Outreach Plan, Digital Presentation, Printed Visuals, and Summary Notes
Timing: September 2019
Fee: $33,000
Task 10: Development Evaluation Meeting – Council Workshop 5
In preparation for a discussion evaluating the Development Strategy and the Preferred
Alternative Plan, the consultant team will prepare exhibits that reflect activities to date and an
evaluation of development options for Phase 2 in 2020. The discussion will inform a proposal for
work in Phase 2.
Deliverables: Agenda, Community Outreach Summary, Digital Presentation, Printed Visuals,
and Summary Notes
Timing: October/ early November 2019
Fee: $24,000
Optional Traffic Specialist: $800
Phase 2: 2020
The scope of work, fees and schedule for Phase II would be determined in concert with the City
of Dublin and in relation to the progress that the consultant team and the City have achieved
together in Phase 2.
Consultant Services Agreement between February 2019
City of Dublin and Urban Field Studio Exhibit B: Compensation Schedule
EXHIBIT B
COMPENSATION SCHEDULE
Fee Summary:
This contract is based on time and materials.
Administrative Expenses:
Management of subconsultants and administrative time is calculated at 1.10 times consultant’s
charges by the Principal Contractor, Urban Field Studio.
Reimbursable Expenses:
Reimbursable Expenses are in addition to the compensation for basic and additional services:
• Expense of transportation, including rental car insurance (loss damage waiver/ collision
damage waiver and liability coverage) when traveling in connection with the Project.
• Conference call services.
• Expense of reproductions including computer plotting, postage, overnight priority mail
and handling of drawings.
Phase 1: 2019
Total Consultant Labor Phase 1 (10 Tasks): $369,000
Total Administrative Expense (1.10 times Consultant’s Fees): $25,000
Subtotal Labor: $394,000
Task 1-10 Reimbursable Expenses: $26,000
Subtotal Options*: $75,300
*All, including one street level rendering and one additional birds-eye view rendering in Task 7