HomeMy WebLinkAbout4.11 GeotechEngKleinflder
CI.TY CLERK
File # n~¡V][tl]~
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AGENDA STATEMENT
CITY COUNCIL MEETING DATE: June 21, 2005
SUBJECT:
Amendment to Agreertlent with Kleinfelder, Inc., for Geotechnical
Engineering Services
Report Prepared by; Melissa Morton, Public Works Director
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ATTACHMENTS: 1) Resolution and Proposed Amendment
2) Letter dated February 7,2005, requesting the rate increase
3) Letter dated May 27, 2005, requesting an increase in the
not-to-exceed amount of the Agreement
4) Current Agreement
RECOMMENDATION]~t =1uûœ '!'Pro"",, tIæ =oruImœt to tIæ Agreom""
FINANCIAL STATEMENT: Under this Agreement, Kleinfelder, Inc., will provide general
geoteclmical services to the City based on the proposed rate
schedule. The work perfonned by Kleinfelder is typically in the
area of planchecking and peer review for private development
projects, or soils engineering for Capital Improvement Program
(CIP) projects.
Kleinfelder provides specific not-to-exceed proposals for each
project, the cost of which is either paid for by developers or
budgeted within a specific Cll' project.
Per Section 2.4 of the Agreement, Kleinfelder is allowed to request a
rate increase for Fiscal Year 2005-2006. The increase they are
requesting of 2.5% aligns with the other consultant contracts that-are
utilized by the City, which uses the February Consumer Price Index
(CPr) for all Urban Wage Earners (the CPI for February 2005 was
2.5%). It is also proposed to increase the total not-to-exceed amount
for the Agreement from $50,000 to $200,000 as· more extensive
work is anticipated for the Schaefer Ranch development and other
projects.
DESCRIPTION: The City has contracted with Kleinfelder, Inc., since June 1996 for
general geotechnical services. The scope of work has primarily been in the area of peer review for private
development projects, such as Silvera Ranch and Schaefer Ranch, and soils engineering for CIP projects,
such as the Eastern Dublin Arterial Street Improvements. The most current Agreement was approved on
4IÞ---.-------~------.--~~~-------~-------.--------------------~~-
COPIES TO: Don Gray, Kleinfelder . // J 4. .
1~2. ITEMNO.~
G:\CONSULT ANTS\kleinfld'agstamald 05.{)6.doc
July 20, 2004, and is for a two-year tenn, with Fiscal Year 2005-06 being the second year of the
Agreement.
As specified in Section 2.4 of the Agreement, the consultant is allowed to request a rate increase for the
second year of the Agreement. Kleinfelder's proposed rate schedule reflects an increase of2.5%.
It is also proposed to increase the not-to-exceed amount for the Agreement. As the result of discussions
between the City and Kleinfelder, it is estimated that the cost of Kleinfelder's services will surpass the
not-to-exceed amount approved by the City Council for the current Agreement. Kleinfelder's request is
for $150,000 and is based on projects known at this time. However, Staff is recommending that the not-
to-exceed amount be increased to $200,000 in order to encompass any other potential private
development and Cll'projects that may require Kleinfelder's services.
Kleinfelder, Inc.'s, work to date has been satisfactory, professional, and competitive, and Staff
recommends that the City Council adopt the resolution approving the amendment to the Agreement.
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RESOLUTION NO. - 05
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A RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF DUBLIN
******'k**
APPROVING AMENDMENT TO AGREEMENT
WITH KLEINFELDER, INC.
WHEREAS, the City of Dublin, State of California, entered into a two-year agreement with
Kleinfelder, Inc., on August 17. 2004, to perform geoteclmical engineering services; and
WHEREAS, Consultant is requesting an adjustment of rates for Fiscal Year 2005-2006 as
allowed by Section 2 of the Agreement; and
\VHEREAS, Consultant is also requesting an increascd not-to-exceed amount;
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin does
hereby approve the amendment to the agreement with Kleinfelder, Inc., attached hereto as "Exhibit A."
BE IT FURTHER RESOLVED that the Mayor is authorized to execute the amendment to the
Agreement.
. PASSED, APPROVED AND ADOPTED this 21st day of June, 2005.
AYES:
NOES:
ABSENT:
ABSTAIN:
Mayor
ATTEST:
City Clerk
.1;\CONSULTANn·\kJ.~infelde \n!'.5'D ilmend OJ-06
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AffAUIDIENT I.
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EXHIBIT "A" OF RESOLUTION ~-05
AMENDMENT TO AGREEMENT
BETWEEN CITY OF DUBLIN AND KLEINFELDER, INC.
FOR GEOTECHNICAL SERVICES
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WHEREAS, the City of Dublin (hereinafter referred to as "CITY") and Kleinfelder, Inc.
(hereinafter referred to as "CONSULTANT"), entered into a two-year agreement on August 17, 2004, to
provide engineering services to CITY; and
WHEREAS, the terms of the agreement allow for an adjustment of rates for Fiscal Year
2005-2006; and
WHEREAS, Consultant wishes to adjust the rates of said agreement for the 2005-2006
fiscal year;
NOW, THEREFORE, the parties hereto agree as follows:
Adiustment of Rates
The rate schedule attached hereto as Exhibit 1 shall be effective for Fiscal Year 2005-2006.
Not-To-Exceed
The Not-To-Exceed amount for thetenn of this Agreement shall be $200,000.
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CITY OF DUBLIN
KLEINFELDER, INC.
Janet Lockhart, Mayor
~~
Mike Majchrazk, Regional Manager
ATfEST:
Date;
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City Clerk
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Oo\CONSUL T ANTS\kleinfld\2003\AMNDMENT 05.{)6.doc
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February 7, 2005 (REV)
File No.: 01003GA
Melissa A. Morton, Public Works Director
City of Dublin
City Offices
100 Civic Plaza
Dublin, Califoroia 94568
Subject:
Fiscal Year 2005-2006 Update, On-Call Consulting Services
Dear Ms. Morton,
In accordance with your letter dated January 7, 2005 we have evaluated our rate structure and the
proposed effect on our total fees on the conlIact between August 17, 2004 and our current
bilIing. We request an increase in our billing rates of up to 2.5 percent from our current
2004/2005 rates for various labor classifications effective on July 1, 2005 through June 30, 2006.
This reflects our discussions with your staff and the CPI of2.5 percent in February 2005. We do
not expect that the labor categories we havel1sed in the past year will change significantly based
on our discussion with Mark Lander and the work that we are aware of. The proposed new rate
schedule is attached.
If you have any questions p]ease call.
Sincerely,
KLEINFELDER, INC.
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Senior Geologist
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Donald G. Gray, G.E.
GeoSciences Group Manager
SDIDG/jmk
Attachments: 2005/2006 Rate Table
0I0030A(PLE5L310,docy]rnk
KLEINFELDER 7133 KolI Center Parkway, Suite 100, Pleo>anton, CA 94566-3101 (925)' ATTAUDT Z.
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2005/2006 RATE TABLE
City of Dublill On-Call Geotechnical Consultation
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CLASSIFICATION 2005-2006 PROPOSED
RATEfHR.
Principal Professional $195
Senior Project Manager $175
Senior Professional $165
Project Manager II .$155
Project Manager I $150
Project Professional $144
Staff Professional II $132
Staff Professional I $118
Professional II $106 ·
Professional I $100
CADD Operator $92
SupelVisory Technician $100
Draftsperson $80
Senior Technician $98
Technician III $90
Technician II $80
Technician I $75
AdministrativelWord Processor $70
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01003GA(PLBLJIO.docYjmk <02005, KJeinfoldcc, Inc_
n" I N F E L D E R 7133 Koll Center Parkway, Suite. 100, Pleasanton, CA 94566-3101 (925) 484·1700 (925) 484·5838 fa>
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. III K LEI N FElDER
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Technician I
2004-2005 PROPOSED
RATElHR.
$192
$171
$161
$151
$146
$140
$129
, $115
$103
$98
$90
$96
$78
$98
, $88
$78
$73
CL.ASSIFICATION
Principal Professlorial
Senior'ProJect Manager
Senior Professional
Project Manager II
Project Manager I
Project Professional
Staff Professional II
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Staff Professional I
Professional II
Professìonall
CADD Operator
Supervisory Technician
Draftsperson
Supervisory Technician
Technician III
Technician II
AdministrativelWord Processor
$66
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01003GA (PLE4L 129)1jb
@ 2004 ~ldor, Ino.
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RI KlEINFELDER
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May 27.. 2005
File No.: 01003PROP
Mark Lander
Consultaot Civil Engineer
City of Dublin Public Works DepartlUent
100 Civic Plaza
Dublin, Califomja 94568
Subject: Request to Inereue çontract Amount for Technical Peer Review Services in Dublin,
C...llfornl...
Den Mr. Lander:
Tho intent of this letter i~ to request ¡¡n increase the contract amount for teolmical pee¡- review services
that Kleinfolder pe1forms for the City of Dublin (City) in Dublin, Califomia.
During the last Il months, Kleinfeldor h.. porfOI'm poor TOV;= services for the Silveria/Haight proporty,
Schacl'er R.anch, Mission Peak. Property, and Wallis Ranch that totaled up to approximately $55,000. Tt is
important to note that our current contract with the City has been approved for a Ill41dmum of two years,
but limits our services to a total of 800 hours and for a total amount of $75,000. That implios that thoro is
about $20,000 budget remaining for the next year and 1 month. We have utilized less th"" 400 hours
performing peer review services during the last 11 months.
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Based on the jnformation {jiscussed above and our anticipated invclvement durjog the upcomiTlg ¡¡rading
of Phas" I (extension of Dublin Boulevard) at tn." Schaefer Ranch developmem, it appears that we wi!1
ð:'<CCed the specified amount cf $75,000 approved for the two-year period starting June 30, 2004.
Accordingly, we are requesting heroin that the mnoulIt of our contract with the City to perform technioal
peer review services be doubled for II grand total of $150,000 (1,600 hOllrs) for the speoified 2-year.
period starting June 30, 2004.
We wì1l tra.ck the total contract amount and hours and notify you periodioally ofthe status. 1.f it appears
that uur current or future assignments On the contract will exceed the proposed contraot limit, wc will
notify YOll and request another revision.
WI; appreciate the opportunity to be of continuing geotechllicaJ, cotlsu1ting service to the City of Dublin
and we look fcrwtU"d with you to the succossful completion of this project. If you hav.. questions
concerning this letter or related projocr matters, please oaIl us at (925) 4&4-1700.
Sinoerely,
KLEINFELDER, INC.
s:.~~~
Sadek M. Drmega, PO, CEO
Senior Engineering Geologist
~~66'
Donald G. Gray, CE, GE
Geosciences Group Manager
OJO03PRor (PL£5PJ70)/)v
0:2005. K1.dnfcldcr¡ Inc:.
Mny n 2005
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KLElNFfLD,R 7133 Koff Center Parkway, 5"ll" 100, P¡..asanton, CA 945~~-3101 192! !TT!umNT 3.
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CONSULTING seRVices AGREEMENT BETWEEN
THE CITY OF DUBLIN AND KLEINFELDER, INC.
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TH IS AGREEMENT for consulting services Is made by and between the CITY OF DUell N ("City')
and KLEINFELDER, INC. ("ConBultanf) as of August 17, 2004.
Section 1. SERVICES. Subject to the terms and conditions Bet forth in this Agreement, Consultant
shall provide to City the services described in the Scope of Work attached as Exhibit A at thtI 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 June 3D, 2006, 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 ÄlBignment of PItr8onnel. 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 !im!: 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.
Consultant shall not be responsible for delays beyond Consultant's reasonable control.
Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed Seventy-
Five Thousand Dollars and No Cents ($75,000), 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
~)\hibit 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 hereifl.
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Consulting Services Agreement between
City of Dublin and Kleinfelder, Inc,
ATTAUIDT If.
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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. Invoices shall contain the following Information:
· Clear numerical identification, with no duplication of numbering;
· The beginning and ending dates of the billing period;
· A Task Summary containing the original contract amount, the amount of prior
billings, the total due this period, the balance available under the Agreement. and
the percentage of completion;
· At City's option, for each work item in each tç¡sk, a copy of the ç¡pplicable time
entries or time sheets shall be submitted showing the name of the person doing
the work, the hours spent by each person, a brief description of the work, and
each reimbursable expense;
· The total number of hours of work performed under the Agreement by Consultant .
and each employee, agent, and subcontractor of Consultant performing services
hereunder, as well as a separate notice when the total number of hours of work by
Consultant and any IndMdual employee, agent, or subcontractor of Consultant
reaches or exceeds BOO hours, which shall Include an estimate of the time
necessary to complete the work descnbed in Exhibit A;
· The Conaultant's signature.
2.2 Monthlv Pavment. City shall make monthly payments, based on invoices received, for
services satisfactorily performed, and for authorized reimbursable costs incurred. City
shall have 30 days from the receipt of an In'lOloo 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 e task or for the entire Agreement,
unless the Agreement is modified prior to the submission of such an invoice by a properly
executed change order or amendment.
Consulting Services Agreement between
City of Dublin and Kleinfelder, Inc.
Augusl17, 2004
Page 2 of 13
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2.4 Hourlv FeN. Fees for work performed by Consultant on an hourly basis shall not exceed
the amounts shown on the compensaTIon schedule attached hereto as Exhibit B.
2.5 Reimbursable ExPlneee. Reimbursable expenses are Included in the total amount of
compenSaTIon provided under this Agreement that shall not be exceeded.
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 B. 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 Df termination. Consultant shall maintain adequate logs and
timesheets in order to verify costs inculTed 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.
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section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at ils 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 facJlities and equipment listed
in this section, and only under the terms and conditions set forth herein.
City shall fumish 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 offumishing those facilities shall
be in the sole discretion of City. In no event shall City be obligated to fumish any facility that may involve
Incurring any direct expense, inciuding but not limited to computer, long-distance telephone or other
communication charges, vehicles, and reproduction facilities.
Section 4. INS!,JRANCE REQUIREMENTS. Before beginning any work under this Agreement,
Consultant. at its own cost and expense, shall procure "occurrence coverage" insurance against claims
for injuries to persons or damages to property that may arise from or in connection with the perfonnance
of the work hereunder by the Consultant and its agents, representatives, employees, and subcontractors.
Consultant shall provide proof satisfactory to City of such Insurance that meets the requirements of this
section and under forms of insurance satisfactory In all respects to the City. Consultant shall maintain
the insurance policies required by this section throughout the term of this Agreement. The cost of such
insurance shall be Included in the Consultant's bid. Consultant shall not allow any subcontractor to
commence work on any subcontract until Consultant has obtained all insurance required herein for the
subcontractor(s) and provided evidence thereof to City. Verification of the required insurance shall be
submitted and made part of this Agreement prior to execution.
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Consulting Services Agreement between
City of Dublin and Kleinfelder, Inc.
August 17, 2004
Page 3 of 13
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4.1 Workel'll' ComDenaatl!!ll:. Consultant shall, at its sole cost and expense, maintain
Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any .
and all persons employed dlrectiy 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 ($1,000,000.00) per accident. In the altemative,
Consultant may rely on a self-Insurance program to meeUhose requirements, but only if
the program of self-insurance complies fully with the provisions of the California Labor
Code. Determination of whether a self-Insuranca program meels the standards of the
Labor Code shall be solely in the discretion of the Contract Admlnlstretor. The Insurer. If
Insurance is provided, or the Consultant, If a program of self-insurance is provided, shall
waive all rights of subrogation against the City end ils officers, officials, employees, and
volunteers for loss arising from wo/1( performed under this Agreement.
An endorsement shall state that coverage shall not be canceled except after thirty (30)
days' prior written notice by certified mall, return receipt requested, has b&en given to the
City. Consultantshall notlly City within 14 days of notification from Consultant's insurer If
such coverage 1$ suspended, voided or reduced in coverage or In limits.
4.2 Commercl!!1 General and Automobile Llabllltvlnsurance.
4.2.1 General reaulrements. 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 LI¡;¡bility 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
actívitles contemplated under this Agreement, Including the use of owned and
non-owned automobiles.
4.2.2 MlDlmum scooe of coveraae. Commercial general coverage shall be at least as
broad as Insurance Services Office Commercial General liability occurrence form
CG 0001 (ed. 11/88) or Insurance Services Office form number GL 0002 (ed. 1173)
covering comprehensive General Liability and insurance Services Office form
number GL 0404 covering Broad Form Comprehensive General Liability.
Automobile coverage shall be at least as broad as Insurance Services Office
Automobile Liability form CA 0001 (ed. 12190) Code 8 and 9 ("any autoì. No
endorsement shall be attached limiting the coverage.
4.2.3 Addltlonsl reaulrements. Each of the following shall be included in the
insurance coverage or added as an endorsement to tha policy:
Consulting Services Agreement between
City of Dublin and Klelnfelder. Inc.
August 17,2004
Page 4 of 13
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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 basi¡¡, and not
on a claims-made basis.
c. An endorsement must state that coverage is primary insurance with
respect to the City and its officers, officials, employees and volunteers,
and that no Insurance or self-Insurance maintained by the City shall be
called upon to contribute to a loss under the coverage.
d. Any failure of CONSULTANT to comply with reporting provisions of the
policy shall not affect coverage provided to CITY and Its officers,
employees, agents, and volunteers.
e.
An endorsement shall state that coverage shall not be canceled except
after thirty (30) days' prior written notice by certified mail, retum receipt
requested, has been given to the City. Consultant shall notify City within
14 days of notification from Consultant's insurer If such coverage is
suspended, voided or reduced in coverage or in limits.
4.3 Prófesslonall.lablllty Insurance, Consultant, at its own coat 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, retum 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:
Consulting Services Agreement between
City of Dublin and Klelnfelder, Inc.
August 17, 2004
Page 5 of 13
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The retroactive d ate 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.
a.
c. If coverage is canceled or not renewed and It is not replaced with another
claims-made polley 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 complation 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 coverege.
d. A copy of the claim reporting requirements must be submitted to the City
prior to the commencement of any work under this Agreement.
4.4 All Policies Reaulrements.
4.4.1 Acceøtabilltv of Insumra. All Insurance required by this section is to be placed
with Insurers with a Bests' rating of no less than A:VII.
4.4.2 Verification of coveraae, Prior to beginning any work under this Agreement,
Consultant shall furnish City with certificates of insurance and with original
endorsements effecting coverage required herein. The certificates and
endorsements for each insurance policy are to be signed by a person authorized
by that insurer to bind coverage on Its behalf. The City reserves the right to
require complete, certified copies of all required Insurance poiicies, at any time.
4.4.3 .§!!.bcontrsctors. Consultant shall include all subcontractors as Insureds under its
policies or shall furnish separate certificates and endorsements for each
subcontractor. All coverages for subcontractors shall be sUbject to all of the
requirements stated herein.
4.4.4 Variation. The City may approve a variation In the foregoing insurance
requirements, upon a determination that the coverages, scope, limits. and forms of
such Insurance are either not commercially available, or that the City's Interests
are otherwise fully protected.
4.4.5 Deductible. and Salf-Insured Retentions. Consultant shall disclose to and
obtain the approval of City for the self-insured retentions and deductlbles before
beginning any of the services or work called for by any tenn of this Agreement.
Consulting Services Agreement between
City of Dublin and Kleinfelder, Inc.
August 17, 2D04
Page 6 of 13
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During the period covered by this Agreement, only upon the prior express written
authorization of Contract Administrator, Consultant may increase such deductibles
or self-Insured retentions with respect to City, its officers, employees, agents, and
volunteers. The Contract Admlnlstralor may condition approval of an increase in
deductible or self·insured retention levels with a requirement that Consultant
procure a bond, guaranteeing payment of losses and related Investigations, claim
administration, and defense expenses that is satisfactory in all respects to each of
them.
4.4.6
Notice of Reduction in CoVeraQ9. 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
opportlmlty 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 Bnd within the time
herein required, City may, at Its sole opllon exercise any of the following remedies, which
are altematlVes to other remedies City may have and are not the exclusive remedy for
Consultant's breach:
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. 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 wor\( under this Agreement or withhold any payment that·
becomes due to Consultant hereunder, or both stop wor\( and withhold any payment,
until Consultant demonstrates compliance with the requirements hereof; and/or
· Terminate this Agreement.
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Section 5. INDEMNIFICATION AND CONSULTANT'S RESPÖNSIBILITlES. Consultant shall
indemnify, defend with counsel selected by the City, and hold harmless the City and Its officials. officers,
employees, agents, and volunteers from and against any and all losses, liability, claims, suits, actions,
damages, and causes of action arising out of any personal Injury. bodily Injury, loss of life, or damage
to property, or any violation of any federal, state, or municipal law or ordinance, to the extent caused, In
whole or in part, by the willful misconduct or negligent acts or omissions of Consultant or its employees,
subcontractors, or agents, by acts for which they could be held s!rlcUy liable. or by the quality or character
of their work. The foregoing obligation of Consultant shall not apply when (1) the injury, loss of life,
damage to properly, or violation of law arises wholly from the negligence or willful misconduct of the
City or its officers, employees, agents, or volunteers and (2) the actions of Consultant or its employees,
subcontractor, or agents have contributed in no part to the injury, loss of life, damage to property, or
violation of law. It is understood that the duty of Consultant to indemnify and hold harmless includes the
duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by City of Insurance
certificates and endorsements required under this Agreement does not relieve Consultant from liability
under this Indemnification and hold harmless clause. This indemnification and hold harmless clause shall
Consulting Services Agreement between
City of Dublin and Klelnfelder, Inc.
August 17, 2004
Page 7 of 13
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apply to any damages or claims for damages whether or not such Insurance polioies shall have been
determined to apply. By execution of this Agreement. Consultant acknowledges and agrees to the
provisions of this Section and that It Is a material element of consideration,
In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services
under this Agreement is determined by a court of competent jurisdiction or the Callfomia 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,
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Section 6.
STATUS OF CONSULTANT.
6,1 Indeoendent Contralrt(!f. 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 pUJ1iuant to this Agreement. Notwithstanding any other
City, state, or federal policy I 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 entitiedto, 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 en1lUement to any contribution to be paid by City for
employer oontrlbutlons and/or employee contributions for PERS beneftts.
6.2 Consultant No Aaent. Except as CIty may specify In writing, Consultant shall have no
authority, express or implied, to act on behalf of City in any capacity whatsoever as an
agent. Consultant shell have no authority, express or Implied, pursuant to this Agreement
to bind City to any obligation whatsoever,
Section 7. LEGAL REQUIREMENTS.
7.1 Governina Law. The laws of the State of California shall govern this Agreement.
7.2 Compliance with ADDllcable Laws. Consultant and any subcontractors shall comply with
all laws appliceble to the performance of the work hereunder,
7.3 other Governmental Reaulations. To the extent that this Agreement may be funded
by fiscal assistance from another governmental entity, Consultant and any subcontractoJ1i
shall comply with all applicable rules and regulations to whiCh City Is bound by the terms of
such fiscal assistance program.
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Consulting Services Agreement between
City of Dublin and Klelnfelder, Inc.
August 17,2004
Page B of 13
\5 Db '-'I
7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and
its employees, agents, and any subcontraotors have all licenses, permits, qualifications,
and approvals of whatsoever natura that are legally required to practice their respective
professions. Consultant represents Bnd 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.
Nondiscrimination and EQual Oøøortuniiy., 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 B 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,
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7.5
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Sectton 8.
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Consultant shall include the provisions of this Subsection in any subcontract approved by
the Contract Administrator or this Agreement.
TERMINATION AND MODIFICATION.
8.1
Termination. City may cancel this Agreement at any time and without cause upon written
notification to Consultant.
Consultant may cancel this Agreement upon thirty (30) days' written notice to City and
shall include in such notice the reasons for cancellation.
In the avant of termination, Consultant shall be entitled to compensation for services
peliormed to the effective date of termination; City, however, may condition payment of
such compansation 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 disoretion, 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'obligatlon to provide
Consuitant with compensation beyond the maximum amount provided for in this
Agreement. Similarly, unless authorized by the Contract Administrator, City shall have
August 17,2004
Page 9 of 13
Consulting Services Agreement between
City of Dublin and Kleinfelder, inc.
\ LQ °b-¿.I
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 e writing signed by all the
parties.
8.4 Asslcnment and Subcontractlnc. City and Consu~ant 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 SIJbcontractors noted
in the proposal, without prior written approval of the Contract Administrator.
8.5 Survly..ll. 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 uøon Breach by Consultant. If ConslJltant materially breaches any of the terms
of this Agreement, City's remedies shall Included, but not be limited to, the following:
8.6.1 immediately terminate the Agreement;
8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any
other work product prepared by Consultant pursuant to this Agreement;
8.6.3 Retain a different consultant to compiete the work described in !;xhiblt A not
finished by Consultant; or
8,6A 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 g, KEEPING AND STATUS OF RECORDS.
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9.1 Recorda Created as Part of Consultant's Perfonnance. 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 matlers
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
.
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Consulting Services Agreement between
City of Dublin and Klelnfelder, Inc.
August 17, 2004
Page 10 of 13
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9.2
9.3
Section 10
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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,
Consultant's Books and Records. Consultant shall maintain any and all ledgers, books
of account, invoices, vouchers, canceled checks, and other records or documents
evidencing or relating to charges for services or expenditures and disbursements charged
to the City under this Agreement for a minimum of three (3) yesrs, or for any longer period
required by law, from the date of final payment to the Consultant to this Agreement.
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.
MISCELLANEOUS pROVISIONS.
10.1 Attornevs' Fees. if a party to this Agreement brings any action, Including an action for
declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing
party shall be entitied to reasonable attorneys' fees In addition to any other relief to which
that party may be entitled. The court may set such fees in the same action or in a
separate aGtlon brought for that purpose.
10.2 Venue. In the event that either party brings any action against the other under this
Agreement, the parties agree that trial of such action shall be vested exclusively in the
state courts of California in the County of Alameda or In the United States District Court for
the Northern District of Califomia. .
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10.3 Saverabllitv, 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 W!!lver 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.
August 17. 2004
Page 11 of13
Consulting Services Agreement between
City of Dublin and Kleinfelder, Inc.
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10.5 Successol'l and A"luns. The provisions of this Agreement shalllnun~ to the benefit of
and shall apply to and bind the successors and assigns of the parties. ·
10.6 !..Ise 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 Connie! of Interest. Consultant may serve other clients, but none whose activiUes 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 Govemment Code Section 81000 sf Sðq,
Consultant shall not employ any City official In the work performed pursuant to this
Agreement. No officer or employee of Clty.shall have any financial Interest in this
Agreement that would violate Callfomia Govemment Code Sections 1090 et Sðq.
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
Govemment Code §1090 et.seq., the entire Agreement Is void and Consultant will not be
entiUed 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 Govemment Code § 1090 and, If
applicable, will be disqualified from holding public office in the State of Califomia.
10.8 ßollcitatlon. 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 Admlnlstr.tlon, This Agreement shall be administered by Melissa Morton,
Public Works Director ('ContraCt Adminlstrator"). All correspondence shall be directed to
or through the Contract Administrator or his or her designee.
10.10 Notices. Any written notice 10 Consultant shall be sent to: Don Gray
Klelnfelder, Inc.
7133 KolI Center Par1lway, #100
Pleasanton, CA 94566
Any written notice to City shall be sent to:
Melissa Morton
City of Dublin Public Works
100 Civic Plaza
Dublin, CA 94568
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Consulting Services Agreement between
City of Dublin and KJeinfelder, Inc.
August 17, 2004
Page 12 of 13
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10.11 Profell8lon.1 Seal. Where applicable in ihe determination of the contract administrator.
the first page of a technical report, first page of design specifications. and each page of
construction drawings shall be stamped/sealed and signed by the licensed professional
responsible for the report/design preparation, The stamp/seal shall be in a block entilled
"Seal and Signature of Registered Professional with report/design responsibility,' as in the
following example,
Seal and Signature of Regis
report/design responsibility.
10.12 Intearatlon. This Agreement. Including the scope of work attached hereto and
Incorporated herein as Exhibit A, represents the entire and integrated agreement between
City and Consultant and supersedes all prior negotiations, representations. or agreements,
either written or oral.
CITY
CONS~~
~) /"J (tJ r H.
,r~.. ~..
Jane
Approved as to Form:
J[(~~ ;V ,Ç L
Elizabeth Silver. City Attorney
G:\EI1 r-<:c_mwal\\o>¡ ...men! 04.co.øoo
Consulting Services Agreement between
City of Dublin and Kleinlelder, Inc,
August 17, 2004
Page 130113
"
20 Öb'2.\
EXHIBIT A
SCOPE OF SERVICES
To provide geotechnical peer review of sons and geologic reports for private development projects and
Capital Improvement Projects; Including testing and field observations and attendance at meetings as
required, Consultant shall provide City with a not-ta-exceed fee on a project by project basis.
G;\fng~"",.Ng~ntI)4.{)5.cIoc
Consulting Services Agreement between
City of Dublin and Klelnfelder, Inc.-Exhibit A
Aug ust 17, 2004
Page 1 of 1
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EXHIBIT B
COMPENSATION SCHEDULE
The term of the agreement shall be for a two-year period ending June 30, 2006. Consultant may
request an adjustment of rates for the second year of the term.
Compensation shall be paid per the attached Fee Schedule.
City shall pay Consultant an amount not to exceed the total sum of Fifty Thousand Dollars
($SQ,OQO) per year for services to be performed purt;uant to this Agreement. Consultant shall submit
invoices at the end of each specific project or as agreed between Consultant and City regarding each
specifIc project, based on the cost for services performed.
The total sum stated above shall be the total which 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
unless such extra service and the price therefor Is agreed to in writing executed by the City Manager or
other designated official of City authorized to obligate City thereto prior to the time such extra service is
rendered and in no event shell such change order exceed twenty-five percent (25%) of the initial contract
price,
The services to be provided under this Agreement may be terminated without cause at any point In
time in the sole and exclusive discretion of City. If the Agreement is terminated by City, Consultant shall be
entltied to receive just and equ~able compensation for any satisfactory work completed on such documents
and other materials to the effective date of such termination. In that event, all finished and unfinished
documents and other materials shall, at the option of the City, become City's sole and exclusive property.
Consultant hereby expressly waives any and all claims for damages or compensation arising under this
Agreement. Consultant shalt maintain adequate logs and timesheets in order to verify costs Incurred to
date.
The Consultant is nol authorized to perform any services or incur any costs whatsoever under the
terms of this Agreement until receipt of a fully executed Purchase Order from the Finance Department of
the City of Dublin.
G:\IOngr-oonItact\zUJTNII lt1ag"'omont 114.00.<10.
Consulting Services Agreement between
City of Dublin and Kleinfelder, Inc.-ExhiM B
August 17, 2004
Page 1 of 1