HomeMy WebLinkAbout8.2 DRC AgmtFeasStudy CITY CLERK
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AGENDA STATEMENT
CITY COUNCIL MEETING DATE: April 15, 2003
SUBJECT: Selection of Consultant for Downtown Business Association
Feasibility Study
Report Prepared by: Christopher L. Foss
Economic Development Director
ATTACHMENTS: 1. Resolution approving selection of Downtown Revitalization
Consultants (DRC) to conduct the Downtown Business Association
feasibility study and authorize the City Manager to execute the
contract with DRC in the amount not to exceed $10,000.
2. Agreement between the City of Dublin and Downtown
Revitalization Consultants (DRC).
RECOMMENDATION: k ~ Adopt the proposed resolution selecting Downtown Revitalization
Consultants for the Downtown Business Association Feasibility
Study and authorize City Manager to execute the contract in the
amount not to exceed $10,000.
FINANCIAL STATEMENT: The cost of the study was included in the FY 2002-03 budget.
DESCRIPTION:
One of the Dublin City Council's High Priority Goals and Objectives for FY 2002-03 was "To Evaluate
the need for specific business associations within Dublin" - (Goal II-D-5).
After researching other communities throughout the State and looking for consultants in this field, Staff
requested and received a proposal from Downtown Revitalization Consultants, to complete a report on the
establishment of a Downtown Business Organization. As background, Downtown Revitalization
Consultants is arguably the leader in California in the establishment of programs to fund economic
development, including the establishment of Downtown Business Improvement Districts (BID). They are
responsible for the establishment of more than 50% of the nearly 200 BIDs in California. They have also
been involved in the creation and management of many Downtown Associations throughout the state.
They are currently working on projects in Berkeley, Willows, and Suisun City, and are negotiating with
Windsor, Palo Alto and Soledad.
ANALYSIS:
Downtown Revitalization Consultants has proposed (see Exhibit A of Attachment 1) a Scope of Services
that will engender discussion with the property owners and businesses in the City's Central Business
COPIES TO:
I-I/cc-for ms/agdastmt.doc ~-,
District (defined the area as Village Parkway west to San Ramon Road and Amador Valley Boulevard
south to 1-580) as to the level of interest in the creation of a Downtown Association. DRC will prepare,
and the City will mail, a survey to the potential association members to elicit the relevant level of interest
and then hold a focus group meeting to discuss the concept of a Downtown Association as well as the
potential fimding mechanisms.
Based on preliminary conversations with DRC, it is anticipated that a draft report would be available
within 10-12 weeks.
RECOMMENDATION:
Staff recommends that the City Council adopt the proposed resolution approving the selection of
Downtown Revitalization Consultants (DRC) for the Downtown Business Association Feasibility Study
and authorize the City Manager to execute the contract with DRC in the amount not to exceed $10,000.
RESOLUTION NO. - 03
A RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF DUBLIN
APPROVING AGREEMENT WITH DOWNTOWN REVITALIZATION CONSULTANTS (DRC)
TO CONDUCT A DOWNTOWN BUSINESS ASSOCIATION FEASIBILITY STUDY FOR THE
CITY OF DUBLIN
WHEREAS; One of the City Council's High Priority Goals and Objectives for FY 2002-03 was
"To Evaluate the need for specific business associations within Dublin" - (Goal II-D-5); and
WHEREAS; thc City has determined that Downtown Revitalization Consultants (DRC) is a
qualified consultant to undertake the study:
NOW, THEREFORE BE IT RESOLVED that the City Council of the City of Dublin does approve
the agreement with Downtown Revitalization Consultants.
BE IT FURTHER RESOLVED that the City Manager is authorized to execute the agreement.
PASSED, APPROVED AND ADOPTED this day of__, 2003.
AYES:
NOES:
ABSENT:
ABSTAIN:
Mayor
ATTEST:
City Clerk
H:ICC-FORMSIFORM-reso. doc
Attachment 1
CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF DUBLIN AND
DOWNTOWN REVITALIZATION CONSULTANTS
THIS AGREEMENT for Consulting services is made by and between the
City of Dublin, (City) and Downtown Revitalization Consultants, (Consultant)
as of ,2003.
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 or before June 30, 2003,~ the date of
completion specified in Exhibit A, and Consultant shall complete the work
described in Exhibit A prior to that date, unless the term of the Agreement is
otherwise terminated or extended, as provided for in Section 8. The time
provided to Consultant to complete the services required by this Agreement
shall not affect the City's right to terminate the Agreement, as provided for in
Section 8.
1.2 Standard of Performance. Consultant shall perform all services
required pursuant to this Agreement in the manner and according to the
standards observed by a competent practitioner of the profession in which
Consultant is engaged in the geographical area in which Consultant practices
its profession. Consultant shall prepare all work products required by this
Agreement in a substantial, first-class manner and shall conform to the
standards of quality normally observed by a person practicing in Consultant's
profession~
1.3 Assignment of Personnel. Consultant shall assign only competent
personnel to perform services pursuant to this Agreement. In the event that
City, in its sole discretion, at any time during the term of this Agreement,
desires the reassignment of any such persons, Consultant shall, immediately
upon receiving notice from City of such desire of City, reassign such person
or persons.
1.4 Time. Consultant shall devote such time to the performance of services
pursuant to this Agreement as may be reasonably necessary to meet the
standard of performance provided in Section 1.1 above and to satisfy
Consultant's obligations hereunder.
1 Attachment 2
Section 2. COMPENSATION. City hereby agrees to pay Consultant a
sum not to exceed $10,000, 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 Exhibit A,
regarding the amount of compensation, the Agreement shall prevail. City
shall pay Consultant for services rendered pursuant to this Agreement at the
time and in the manner set forth herein. The payments specified below shall
be the only payments from City to Consultant for services rendered pursuant
to this Agreement. Consultant shall submit all invoices to City in the manner
specified herein. Except as specifically authorized by City, Consultant shall
not bill City for duplicate services performed by more than one person.
Consultant and City acknowledge and agree that compensation paid by City
to Consultant under this Agreement is based upon Consultant's estimated
costs ~of providing the services required hereunder, including salaries and'
benefits of employees and subcontractors of Consultant. Consequently, the
parties further agree that compensation hereunder is intended to include the
costs of contributions to any pensions and/or annuities to which Consultant
and its employees, agents, and subcontractors may be eligible. City therefore
has no responsibility for such contribUtions beyond compensation required
under this Agreement.
2.1 Invoices. Consultant shall submit invoices, not more often than once a
month during the term of this Agreement, based on the cost for services
performed and reimbursable costs incurred prior to the invoice date. Invoices
shall contain the following information:
Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first
invoice, etc.; The beginning and ending dates of the billing period;
A Task Summary containing the original contract amount, the amount of
prior billings, the total due this period, the balance available under the
Agreement, and the percentage of completion;
At City's option, for each work item in each task, a copy of the applicable
time entries Or time sheets shall be submitted showing the name of the person
doing the work, the hours spent by each person, a brief description of the
work, and each reimbursable expense;
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;
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2.2 Monthly Payment. City shall make monthly payments, based on
invoices received, for services satisfactorily performed, and for authorized
reimbursable costs incurred. City shall have 30 days from the receipt of an
invoice that complies with all of the requirements above to pay Consultant.
2.3 Final Payment. City shall pay the last 10% of the total sum due
pursuant to this Agreement within sixty (60) days after completion of the
services and submittal to City of a final invoice, if all services required have
been satisfactorily performed.
2.4 Total Payment. City shall pay for the services to be rendered by
Consultant pursuant to this Agreement. City shall not pay any additional sum
for any expense or cost whatsoever incurred by Consultant in rendering
services pursuant to this Agreement. City shall make no payment for any
extra, further, or additional service pursuant to this Agreement.
In no event shall Consultant submit any invoice for an amount in excess of
the maximum amount of compensation provided above either for a task or
for the entire Agreement, unless the Agreement is modified prior to the
submission of such an invoice by a properly executed change order or
amendment.
2.5 Hourly Fees. Fees for work performed by Consultant on an hourly
basis shall not exceed the amounts shown on the following fee schedule:
Principal: $80 per hour; Lead Project Planner: $50 per hour; and Project
Resource Staff: $20 per hour.
2.6 Reimbursable Expenses. Reimbursable expenses are included in the
total amount of compensation provided under this Agreement that shall not
be exceeded.
2.7 Payment of Taxes. Consultant is solely responsible for the payment of
employment taxes incurred under this Agreement and any similar federal or
state taxes~
2.8 Payment upon Termination. In the event that the City or Consultant
terminates this Agreement pursuant to Section 8, the City shall compensate
the Consultant for all outstanding costs and reimbursable expenses incurred
for Work satisfactorily completed as of the date of written notice of
termination. Consultant shall maintain adequate logs and time sheets in order
to verify costs incurred to that date.
2.9 Authorization to Perform Services. The Consultant is not authorized
to perform any services or incur any costs whatsoever under the terms of this
Agreement until receipt of authorization from the Contract Administrator.
Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein,
Consultant shall, at its sole cost and expense, provide all facilities and
equipment that may be necessary to perform the services required by this
Agreement. City shall make available to Consultant only the facilities and
equipment listed in this section, and only under the terms and conditions set
forth herein.
City shall furnish physical facilities such as desks, f'ding cabinets, and
conference space, as may be reasonably necessary for Consultant's use while
consulting with City employees and reviewing records and the information in
possession of the City. The location, quantity, and time of furnishing those
facilities shall be in the sole discretion of City. In no event shall City be
obligated to furnish any facility that may involve incurring any direct expense,
including but not limited to computer, long-distance telephone or other
communication charges, vehicles, and reproduction facilities.
[Section 4. INSURANCE REQUIREMENTS. Before beginning any work
under this Agreement, Consultant, at its own cost and expense, shall procure
"occurrence coverage" insurance against claims for injuries to persons or
damages to property that may arise from or in connection with the
performance of the work hereunder by the Consultant and its agents,
representatives, employees, and subcontractors. Consultant shall provide
proof satisfactory to City of such insurance that meets the requirements of
this section and under forms of insurance satisfactory in all respects to the
City. Consultant shall maintain the insurance policies required by this section
throughout the term of this Agreement. The cost of such insurance shall be
included .in the Consultant's bid. Consultant shall not allow any subcontractor
to commence work on any subcontract until Consultant has obtained all
insurance required herein for the subcontractor(s) and provided evidence
thereof to City. Verification of the required insurance shall be submitted and
made part of this Agreement prior to execution.
4.1 Commercial General and Automobile Liability Insurance.
4.1.1 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
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under this Agreement, including the use of owned and non-owned
automobiles.
4.1.2 Minimum scope of coverage. Commercial general coverage shall be at
least as broad as Insurance Services Office Commercial General Liability
occurrence form CG 0001 (ed. 11/88) or Insurance Services Office form
number GL 0002 (ed. 1/73) covering comprehensive General Liability and
Insurance Services Office form number GL 0404 coveting Broad Form
Comprehensive General Liability. Automobile coverage shall be at least as
broad as Insurance Services Office Automobile Liability form CA 0001 (ed.
12/90) Code 8 and 9 (any auto). No endorsement shall be attached limiting
the coverage.
4.1.3 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 Consukant, including the insider's
general supervision of Consultant; products and completed operations of
Consultant; premises owned, occupied, or used by Consultant; and
automobiles owned, leased, or used by the Consultant. The coverage shall
contain no special limitations on the scope of protection afforded to City or its
officers, employees, agents, or volunteers.
b. The insurance shall cover on an occurrence or an accident basis, and
not on a claims-made basis.
c.. An endorsement must state that coverage is primary insurance with
respect to the City and its officers, officials, employees and volunteers, and
that no insurance or self-insurance maintained by the City shall be called upon
to contribute to a loss under the coverage.
d. Any failure of CONSULTANT to comply with reporting provisions of
the policy shall not affect coverage provided to CITY and its officers,
employees, agents, and volunteers.
e. An endorsement shall state that coverage shall not be canceled except
after thirty (30) days' prior written notice by certified mail, return receipt
requested, has been given to the City. Consultant shall notify City within 14
days of notification from Consultant's insurer if such coverage is suspended,
voided or reduced in coverage or in limits.
4.2 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
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Agreement in an amount not less than ONE MILLION DOLLARS
($1,000,000) coveting the licensed professionals errors and omissions.
4.2.1 Any deductible or self-insured retention shall not exceed $150,000 per
claim.
4.2.2 An endorsement shall state that coverage shall not be suspended,
voided, canceled by either party, reduced in coverage or in limits, except after
thirty (30) days' prior written notice by certified mail, return receipt
requested, has been given to the City.
4.2.3 The policy must contain a cross liability or severability of interest
clause.
4.2.4 The following provisions shall apply if the professional liability
coverages are written on a claims-made form:
a. The retroactive date of the policy must be shown and must be before
the date of the Agreement.
b. Insurance must be maintained and evidence of insurance must be
provided for at least five years after completion of the Agreement or the
work, so long as commercially available at reasOnable rates.
c. If coverage is canceled or not renewed and it is not replaced with
another claims-made policy form with a retroactive date that precedes the
date of this Agreement, Consultant must provide extended reporting
coverage for a minimum of five years after completion of the Agreement or
the work. ~The City shall have the right to exercise, at the Consultant's sole
cost and expense, any extended reporting provisions of the policy, if the
Consultant cancels or does not renew the coverage.
d. A copy of the claim reporting requirements must be submitted to the
City prior to the commencement of any work under this Agreement.
4.3 All Policies Requirements.
4.3.1 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.
4.3.2 Verification of coverage. Prior to beginning any work under this
Agreement, Consultant shall furnish City with certificates of insurance and
with original endorsements effecting coverage required herein. The
certificates and endorsements for each insurance policy are to be signed by a
person authorized by that insurer to bind coverage on its behalf. The City
reserves the right to require complete, certified copies of all required
insurance policies, at any time.
4.3.3 Subcontractors. Consultant shall include all subcontractors as insureds
under its policies or shall furnish separate certificates and endorsements for
each subcontractor. Ail coverages for subcontractors shall be subject to all of
the requirements stated herein.
4.3.4 '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.
4.3.5 Deductibles and Self-Insured Retentions. Consultant shall disclose to
and obtain the approval of City for the self-insured retentions and deductibles
before beginning .any of the services or work called for by any term of this
Agreement.
During the period covered by this Agreement, only upon the prior express
written authorization of Contract Administrator, Consultant may increase
such deductibles or self-insured retentions with respect to City, its officers,
employees, agents, and volunteers. The Contract Administrator may
condition approval of an increase in deductible or self-insured retention levels
with a requirement that Consultant procure a bond, guaranteeing payment of
losses and related investigations, claim administration, and defense expenses
that is satisfactory in all respects to each of them.
4.3.6 Notice of Reduction in Coverage. In the event that any coverage
required by this section is reduced, limited, or materially affected in any other
manner, Consultant shall provide written notice to City at Consultant's earliest
possible opportunity and in no case later than five days after Consultant is
notified of the change in coverage.
4.4 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
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withhold any payment, until Consultant demonstrates compliance with the
requirements hereof; and/or Terminate this Agreement.
Section 5. INDEMNIFICATION AND CONSULTANT'S
RESPONSIBILITIES. Consultant shall indemnify, defend with counsel
selected by the City, and hold harmless the City and its officials, officers,
employees, agents, and volunteers from and against any and all losses,
liability, claims, suits, actions, damages, and causes of action arising out of any
personal injury, bodily injury, loss of life, or damage to property, or any
violation of any federal, state, or municipal law or ordinance, to the extent
caused, in whole or in part, by the willful misconduct or negligent acts or
omissions of Consultant or its employees, subcontractors, or agents, by acts
for which they could be held strictly liable, or by the quality or character of
their work. The foregoing obligation of Consultant shall not apply when (1)
the injury, loss of life, damage to property, or violation of law arises wholly
from the negligence or willful misconduct of the City or its officers,
employees, agents, or volunteers and (2) the actions of Consultant or its
employees, subcontractor, or agents have contributed in no part to the injury,
loss of life, damage to property, or violation of law. It is understood that the
duty of Consultant to indemnify and hold harmless includes the duty to
defend as set forth in Section 2778 of the California Civil Code. Acceptance
by City of insurance certificates and endorsements required under this
Agreement does not relieve Consultant from liability under this
indemnification and hold harmless clause. This indemnification and hold
harmless clause shall apply to any damages or claims for damages whether or
not such insurance policies shall have been determined to apply. By
execution of this Agreement, Consultant acknowledges and agrees to the
provisions of this Section and that it is a material element of consideration.
In the event that Consultant or any employee, agent, or subcontractor of
Consultant providing services under this Agreement is determined by a court
of competent jurisdiction or the Califomia 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 behaff of
Consultant or its employees, agents, or subcontractors, as well as for the
payment of any penalties and interest on such contributions, which would
otherwise be the responsibility of City.
Section 6. STATUS OF CONSULTANT.
6.1 Independent Contractor. At all times during the term of this
Agreement, Consultant shall be an independent contractor and shall not be an
employee of City. City shall have the right to control Consultant only insofar
as the results of Consultant's services rendered pursuant to this Agreement
and assignment of personnel pursuant to Subparagraph 1.3; however,
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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, role, 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 roles 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 approva/s that
are legally required to practice their respective professions. In addition to the
foregoing, Consultant and any subcontractors shall obtain and maintain
during the term of this Agreement valid Business Licenses from City.
7.5 Nondiscrimination and Equal Opportunity. Consultant shall not
discriminate, on the basis of a person's race, religion, color, national origin,
age, physical or mental handicap or disability, medical condition, marital
status, sex, or sexual orientation, against any employee, applicant for
employment, subcontractor, bidder for a subcontract, or participant in,
recipient of, or applicant for any services or programs provided by Consultant
under this Agreement. Consultant shall comply with all applicable federal,
state, and local laws, policies, roles, 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 thirty (30) days written
notice to City and shall include in such notice the reasons for cancellation.
In the event of termination, Consultant shall be entitled to compensation for
services performed to the effective date of termination; City, however, may
condition payment of such compensation upon Consultant delivering to City
any or all documents, photographs, computer software, video and audio
tapes, and other materials provided to Consultant or prepared by or for
Consultant or the City in connection with this Agreement.
8.2 Extension. City may, in its sole and exclusive discretion, extend the
end date of this Agreement beyond that provided for in Subsection 1.1. Any
such extension shall require a written amendment to this Agreement, as
provided for herein. Consultant understands and agrees that, if City grants
such an extension, City shall have no obligation to provide Consultant with
compensation beyond the maximum amount provided for in this Agreement.
Similarly, unless authorized by the Contract Administrator, City shall have no
obligation to reimburse Consultant for any otherwise reimbursable expenses
incurred during the extension period.
8.3 Amendments. The parties may amend this Agreement only by a
writing signed by all the parties.
8.4 Assignment and Subcontracting. City and ConSultant recognize and
agree that this Agreement contemplates personal performance by Consultant
and is based upon a determination of Consultant's unique personal
competence, experience, and specialized personal knowledge. Moreover, a
substantial inducement to City for entering into this Agreement was and is 'the
professional reputation and competence of Consultant. Consultant may not
assign this Agreement or any interest therein without the prior written
approval of the Contract Administrator. Consultant shall not subcontract any
portion of the performance contemplated and provided for herein, other than
to the subcontractors noted in the proposal, without prior written approval of
the Contract Administrator.
8.5 Survival. All obhgations arising prior to the termination of this
Agreement and all provisions of this Agreement allocating liabihty between
City and Consultant shall survive the termination of this Agreement.
8.6 Options upon Breach by Consultant. If Consultant materially breaches
any of the terms of this Agreement, City's remedies shall included, but not be
limited to, the following:
8.6.1 Immediately terminate the Agreement;
8.6.2 Retain the plans, specifications, drawings, reports, design documents,
and any other work product prepared by Consultant pursuant to this
Agreement;
8.6.3 Retain a different consultant to complete the work described in Exhibit
A not f'mished 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.
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9.2 Consultant's Books and Records. Consultant shall maintain any and all
ledgers, books of account, invoices, vouchers, canceled checks, and other
records or documents evidencing or relating to charges for services or
expenditures and disbursements charged to the City under this Agreement for
a minim~ 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 Attorney's Fees. If a party to this Agreement brings any action,
including an action for declaratory relief, to enforce or interpret the provision
of this Agreement, the prevailing party shall be entitled to reasonable
attorney's fees in addition to any other relief to which that party may be
entitled. The court may set such fees in the same action or in a separate
action brought for that purpose.
10.2 Venue. In the event that either party brings any action against the
other under this Agreement, the parties agree that trial of such action shall be
vested exclusively in the state courts of Cahfomia in the County of Alameda
or in the United States District Court for the Northern District of
Califomia.
10.3 Severability. If a court of competent jurisdiction finds or rules that any
provision of this Agreement is invalid, void, or unenforceable, the provisions
of this Agreement not so adjudged shall remain in full force and effect. The
invalidity in whole or in part of any provision of this Agreement shall not
void or affect the validity of any other provision of this Agreement.
10.4 No Implied Waiver of Breach. The waiver of any breach of a specific
provision of this Agreement does not constitute a waiver of any other breach
of that term or any other term of this Agreement.
10.5 Successors and Assigns. The provisions of this Agreement shall inure
to the benefit of and shall apply to and bind the successors and assigns of the
parties.
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10.6 Use of Recycled Products. Consultant shall prepare and submit all
reports, written studies and other printed material on recycled paper to the
extent it is available at equal or less cost than virgin paper.
10.7 Conflict of Interest. Consultant may serve other clients, but none
whose activities within the corporate limits of City or whose business,
regardless of location, would place Consultant in a conflict of interest as that
term is def'med in the Political Reform Act, codified at Califomia Government
Code Section 81000 et seq.
Consultant shall not employ any City official in the work performed pursuant
to this Agreement. No officer or employee of City shall have any financial
interest in this Agreement that would violate California Government Code
Sections 1090 et seq.
Consultant hereby warrants .that it is not now, nor has it been in the previous
twelve (12) months, an employee, agent, appointee, or official of the City. If
Consultant was an employee, agent, appointee, or official of the City in the
previous twelve months, Consultant warrants that it did not participate in any
manner in the forming of this Agreement. Consultant understands that, if this
Agreement is made in violation of Government Code 131090 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 13 1090 and, if applicable, will be disqualified from holding
public office in the State of California.
10.8 Solicitation~ Consultant agrees not to solicit business at any meeting,
focus group, or interview related to this Agreement, either orally or through
any written materials.
10.9 Contract Administration. This Agreement shall be administered by
Chris Foss, Economic Development Director ("Contract Administrator"). All
correspondence shall be directed to or through the Contract Administrator or
his or her designee.
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10.10 Notices. Any written notice to Consultant shall be sent to:
Dave Kilbourne, Director
Downtown Revitalization Consultants
P.O. Box 3338
Chico, CA 95927
Any written notice to City shall be sent to:
Chris Foss, Economic Development Director
City of Dublin
100 Civic Plaza
Dublin, CA 94568
10.11 Professional Seal. Where applicable in the determination of the
contract administrator, the first page of a technical report, first page of design
specifications, and each Page of construction drawings shall be stamped/sealed
and signed by the licensed professional responsible for the report/design
preparation. The stamp/seal shall be in a block entitled "Seal and Signature of
Registered Professional with report/design responsibility," as in the following
example.
Seal and Signature of Registered Professional with report/design
responsibility.
10.12 Integration. This Agreement, including the scope of work attached
hereto and incorporated herein as Exhibit A, represents the entire and
integrated agreement between City and Consultant and supersedes all prior
negotiations, representations, or agreements, either written or oral.
CITY OF
[NAME, TITLE]
CONSULTANT
[NAME, TITLE]
A~est:
[NAME], City Clerk
Approved as to Form:
[NAME], City Attomey
EXHIBIT A
SCOPE OF SERVICES
DRC will meet with City of Dublin Staff for initial situation orientation. City
will provide information on property owners and businesses. In total, DRC is
proposing three (3) on-site visitations, (one (1) for staff/situation analysis and
two (2) for round table workshops and focus group activities).
Prepare survey for property owners and local businesses to evaluate need for
business association. City will pay for the mailing services. Following receipt
of survey results, DRC will hold focus group sessions with merchants and/or
property owners to discuss programs, goals, and organizational purposes.
Attempt to identify need for a Downtown Association.
If Association is needed, attempt to identify the catalyst (needs, concems,
problems).
Review efforts of other communities to revitalize traditional central business
districts.
Discuss development of marketing themes and strategies.
During the focus group sessions, DRC will discuss typical organizational
purpose, goals and benefits of a Downtown Association, such as:
· Provides for administration of program
· Provides effective lobbying force to represent group's interests
· May provide means of program funding
· Brings individuals into group and similar interests and problems
· Provides more structured networking potential
· Offers possibilities to interact with similar groups
· Allows for more effective use of volunteers
· Allows for more effective use of committee structure
DRC will review the development of a primary funding mechanism for a
Downtown Association:
· Business Improvement District (BID) fi white paper on BID and PBID
· Volunteer Membership dues
· Fundraising (events, activities, programs)
· Donations from business owners, property owners, etc.
o City funding assistance
· State and federal loans and grants (CDBG, Economic Dev.)
· Corporate sponsorships of specific projects and programs
DRC will Discuss and Prioritize Projects and Programs including:
· Coordinated annual program of retail-oriented promotions and activities
· Commercial marketing and public relations
· Special events and cultural activities
· Marketing strategy development and implementation
· Commercial recruitment and retention
· Parking Improvements
· Festivals and Fairs
· Streetscape Improvements, civic beautification, visual image
- Seasonal decorations
· Signage and Lighting
F) DRC will prepare report for City Council outlining findings of the efforts.
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Background Information About David Kilbourne
and
Downtown Revitalization Consultants:
David Kilboume, Director and Principal of Downtown Revitalization
Consultants, is also the originator of Downtown Promotional Designs Group.
Additionally, he served as full-time Director of the Downtown Chico Business
Association, (DCBA), from 1975 to 1990. During this time he was instrumental
in forming Chico's Downtown Business Improvement District, BID, which in
1975, was one of the earliest Districts to be established in California. More
important, during his fifteen year tenure as Director of the Downtown Chico
Business Improvement District, Kilbourne created an aggressive and colorful
style of commercial marketing that is today seen as an excellent case study of
highly successful downtown economic development programs.
The Chico marketing approach is often used within the California Downtown
Community as a highly implementable yet inexpensive example of the ways and
means of competing most effectively with regional malls, national discounters
and the newly emerging manufacturer's discount centers. Kilbourne offers this
wealth of information and experience to the Client-City as they work together
to develop local commercially-oriented economic development programs and
projects.
In addition to being Chico's Downtown Marketing Director for many years,
Kilboume has also been a downtown retailer for the past 25 years. (Pyromania
Tallow Works and Zucchini & Vine).
As a result of this long-term experience as a small business owner, he has a very
'personal understanding, far beyond that achieved by other consultants in the
field of economic development, of the problems smaller, locally owned and
operated businesses face as they attempt to effectively compete with regional
malls, factory outlet centers and national discounters.
Kilboume holds a Masters degree in Urban Planning with special emphasis on
Downtown Development and Revitalization and is the author of A Downtown
Revitalization Manual...Central Business District Improvement Through
Promotion, Parking and Beautification.
Additionally, Kilbourne has authored The BID Book, Guidelines For Forming A
Downtown Business Improvement District as well as Funding Sources For
Downtown .Improvement Programs and commercial Marketing Programs For
Downtowns.
Kilbourne has a well-proven record of success in the field of economic
development, promotion and general revitalization of traditional commercial
areas and has consulted with more than one-hundred central business districts
throughout California and points east. Downtown Revitalization Consultants is
frequently used by cities and business advocacy organizations in their effort to
establish permanent downtown and/or small town economic revitalization
.funding through the formation of a Business Improvement District. His specific
areas for specialization include:
· .Overall Economic Development Programs for California's Traditional
Central Business Districts.
· Downtown Commercial Recruitment and Retention Programs
· Formation of Business Improvement Districts, (BIDs).
· Development of Commercial Area Themes and Marketing Strategies.
· Central Business District Beautification and Pedestrianization.
· Market Analysis Studies and Implementation Plans.
· Organization and Consensus Building Within the Downtown Area.
· Graphic Designs For Retail and Institutional Promotion.
Kilbourne is a Past~President of the California Downtown Association and
served as Statewide Programs Director of that organization from 1996 to 2000
as well as serving as a frequent speaker throughout the state and country on
downtown / small town economic development programs and projects.
The California Downtown AssOciation represents a membership of over two
hundred Cities, Downtown Organizations and Professionals and is recognized as
the' oldest and largest state-wide downtown advocacy organization in the
country today.
Statement Of Benefits Of Using The
Downtown Revitalization Consultants Team:
There are very significant benefits to be achieved by working with the
Downtown Revitalization Consultants Team.
A partial listing of specific benefits in the area of downtown economic
development programs and projects offered to clients ~is as follows:
· Dave KAlbourne served as Director of the Downtown Chico Business
Association (DCBA) for more than frfteen years during which time all of the
issues and concerns experienced by the typical small to medium sized
California town were satisfactorily dealt with to the point of complete and full
resolution. During his fifteen years as Director of the Downtown Chico
Economic Development Program, he created an aggressive and colorful style
of downtown marketing that is seen today as an excellent case study of
downtown economic development approaches and techniques.
The "Chico Approach" is used throughout the California downtown
community as a highly implementable and cost-effective means of competing
most effectively with regional malls, national discounters and the newly
emerging manufacturer's outer centers. This wealth of information and actual
experience is available to the Client as .we work together to develop a new
Downtown Economic Development Program.
· In addition to being Director of the DCBA for many years, Kilboume has also
been a downtown retailer for the past twenty years and has a very good
understanding, far beyond the level of understanding reached by most
consultants in his f~eld, of the specific problems faced by retailers as they
attempt to compete with regional malls, nearby metropolitan shopping
alternatives, national discounters and the newly emerging factory outlet malls.
· When used, DRC produces specific guidelines to be used as a major graphic
design instrument for the Downtown Image Development Campaign...
Examples of this type of artwork used for other clients within similar program
frameworks is provided within this package of information.
DRC works closely with members of the Project Committee during the
development of this graphic design.
· DRC specializes in consensus building within the downtown business
community. The identification of a catalyst and the establishment of
commonly accepted approaches and goals is one of the first items to be
addressed during the initial stages of program development.
· DRC provides a high degree of follow-up assistance as requested. Clients
from many years ago are stir heard from as they request specific bits and
pieces of advice and information. There is no charge for this standard
maintenance level follow-up service.
Recently Completed
Downtown Revitalization Consultants Projects:
· Berkeley: Solano Avenue BID Feasibility Analysis
o Suisun City: Main Street Economic Development Plan and BID
Feasibility Analysis
· Tulelake: Citywide BID Feasibility Analysis
· Ione: Central Ione BID and Commercial Marketing Plan
· Petaluma: Establishment of Downtown BID
o Novato: Downtown BID and Commercial Marketing Plan
· Santa Clara:
Project gl Establishment of Downtown BID
Project #2 Downtown Commercial Marketing'Plan
Project #3 Downtown Commercial Recruitment Plan
· San Leandro: Establishment of Downtown BID
· Fairfield: Establishment of North Texas Street BID
· Gridley:
Project gl Citywide BID Establishment
Project g2 Citywide Commercial Marketing Plan
Project g3 Citywide Commercial Recruitment Plan
Project g4 Entranceway Design Recommendations
· Anderson:
PrOject gl Citywide BID Establishment
Project g2 Citywide Commercial Marketing Plan
· Marysville:
Project gl Downtown BID Establishment
Project #2 Downtown ,Commercial Marketing Plan
Project g3 Downtown Commercial Retention and Recruitment Plan
· Corning:
Project gl Citywide Commercial Marketing Plan
Project g2 Establishment of Citywide BID
· Redding: Establishment of Downtown BID
· Lodi: Establishment of Downtown BID
· Saratoga: Citywide Marketing Strategy and Tourism Development Plan
· Oxnard: Downtown Economic Development Plan and Workbook
· Loomis:
Project gl Citywide Economic Development Plan
Project g2 Establishment of Citywide Business Improvement District
· Jackson:
Project gl California Main Street Program Application
Project g2 Establishment of Downtown BUsiness Improvement District
A.Partial Listing Of Downtown Revitalization Consultants Clients:
Aiken (S.C.) Lemoore --Ripon
Alhambra Lincoln Heights -Riverside
Almras -Lindsay -Roseville
-Anderson -Lodi Salina (Ka.)
· Antioch -Loomis -San Jose
Bakersfield -Los Altos -San Leandro
Bartow (Fla.) -Lancaster .Vista
-Berkeley -Los Gatos San Luis Obispo
-Burlingame .Loyola Comers San Mateo
· Chico Manhattan (Ka.) San Pedro
Colusa Manteca -Santa Clara
· Coming -Marysville -Santa Cruz
· Crescent City Maysville (Ky.) Saratoga
Dodge City (Ka.) -Millbme oSebastopol
-Elk Grove Modesto -Sonora
-Eureka Mountain VieW Starkwille (Miss.)
-Fairfield Napa Stockton
Lawrence (Ka.) -Redding .Suisun City
'Fresno .Nevada City -Susanville
· Gilroy -Novato -Tulare
Grass Valley .Orland -Turlock
· Gridley -Oxnard -Valle jo
· Gustine Palo Alto Westwood
Hayward -Petaluma Willows
Healdsburg .Pismo 'B each Winters
-Indio -Placerville Woodland
-lone -Pleas anton -Ventura
-lackson Pomona
· Indicates clients receiving assistance with Business Improvement District
establishment.
EXHIBIT B
COMPENSATION SCHEDULE
Downtown Revitalization Consultants (DRC) will complete the tasks outlined
in Exhibit A for a cost not to exceed $10,000i.
Hourly Rate:
Principal: $80 per hour
Lead Project Planner: $50 per hour
Project Resource Staff: $20 per hour
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