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HomeMy WebLinkAbout4.04 AgmtLndscapeArchitCITY CLERK File# AGENDA STATEMENT CITY COUNCIL MEETING DATE: December 16, 2003 SUBJECT: Consultant Services for Landscape Architecture, Emerald Glen Park Phase llI Report Prepared by Rosemary Alex, Parks and Facilities Development Coordinator ATTACHMENTS: 1) Consultant Services Agreement RECOMMENDATION: prove and authorize Mayor to execute Agreement FINANCIAL STATEMENT: The proposed fee for services under the Agreement is $246,500. Sufficient funds are available in the project budget. DESCRIPTION: As approved in the 2002-2007 Capital Improvement Program, · design of Emerald Glen Park Phase m will begin Fiscal Year 2003-2004 and construction will be commence in Fiscal Year 2004-2005. As shown in the Emerald Glen Master Plan the primary elements of the 14.5-acre area includes two soccer fields, a little league, field, picnic area, street frontage improvements and parking. Staff solicited a proposal for landscape design services from Carducci and Associates in November 2003, the landsCape architect for Emerald Glen Park Phase II. With Carducci's experience from phase II development, there is a greater degree of continuity in the design of phase m. The scope of work for professional services will include a parking study, topographic survey, development of three alternative designs, a preferred conceptual plan, design development, construction documentation and bidding. The complete detail of the professional services is listed as Exhibit A in the attached Consultant Services Agreement. Staff has included the parking study as part of this scope of work to determine the amount of parking required for site build out. Prepared in 1998, the Emerald Glen Park Master Plan did not provide a full analysis of parking needs. The proposed study will convey the necessary information for park's remaining phases of construction. Upon conclusion of the parking study, there will be a comprehensive community design process. As was done with Emerald Glen Park Phase II, Staff along with Carducci and Associates will hold a series of public workshops this spring. Carducci will develop three alternative designs in keeping with the master plan's overall intent to generate community input. As a result of community input, the cdnsultant will prepare a preferred conceptual plan for additional community review. Once consensus is reached, the original three design alternatives along with the preferred conceptual plan will be presented the Parks and Community Services Commission for review and recommendation to the City Council. The City Council will have final approval of the conceptual plan. COPIES TO: Carducci and Associates, Inc. ITEM NO. G:\COUNCIL~Agenda Statements~2003\l 2-16 Emerald Glen III -Carducci.doc SCHEDULE: Award Contract Consultant Services Parking Study Community Design Construction Documents Bid and Award Contract Construction December 2003 January-February 2004 March-June 2004 July-November 2004 January-February 2005 March-September 2005 RECOMMENDATION: Consultant Services Agreement agreement (Attachment 1). It is the recommendation of Staff that the City Council approve the in the final form attached and authorize the Mayor to execute the CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND CARDUCCl AND ASSOCIATES, INC. THIS AGREEMENT for consulting services is made by and between the City of Dublin ("City") and Carducci and Associates, Inc. ("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 September 30, 2005 the date of completion specified in Exhibit A, and Consultant shall complete the work described in Exhibit A pdor to that date, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement, as provided for in Section 8. 1.2 Standard of Performance. Consultant shall perform all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Consultant is engaged in the geographical area in which Consultant practices its profession. Consultant shall prepare all work products required by this Agreement in a substantial, first-class manner and shall conform to the standards of quality normally observed by a person practicing in Consultant's profession. 1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 1.1 above and to satisfy Consultant's obligations hereunder. Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed two- hundred, forty-six thousand and five hundred dollars ($246,500), 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 Consulting Services Agreement between City of Dublin and Carducci and Associates, Inc. ATTACHMENT 1 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; · The Consultant's signature. 2.2 Monthly Payment, City shall make monthly payments, based on invoices received, for services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have 30 days from the receipt of an invoice that complies with all of the requirements above to pay Consultant. 2.3 Final Payment. City shall pay the last 10% of the total sum due pursuant to this Agreement within sixty (60) days after completion of the services and submittal to City of a final invoice, if all services required have been satisfactorily performed. 2.4 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement. Consulting Services Agreement between City of Dublin and Carducci and Associates, Inc. December 2003 Page 2 of 13 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 Exhibit B. 2.6 Reimbursable Expenses. Reimbursable expenses are specified as part of Exhibit B, and shall not exceed twenty-two thousand dollars ($22,000). Expenses not listed in Exhibit B are not chargeable to City. 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 timesheets in order to verify costs incurred to that date. 2.9 Authorization to Perform Services. The Consultant is not authorized to perform'any services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator. Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the serviCes required by this Agreement. City shall make available to Consultant only the facilities and equipment listed in this section, and only under the terms and conditions set forth herein. City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consultant's use while consulting with City employees and reviewing records and the information in possession of the City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be obligated to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long-distance telephone or other communication charges, vehicles, and reproduction facilities. Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant, at its own cost and expenSe, shall procure "ocCurrence coverage" insurance againSt claims for injudes 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 Consulting Services Agreement between City of Dublin and Carducci and Associates, Inc. December 2003 Page 3 of 13 insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Consultant's bid. Consultant shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s) and provided evidence thereof to City. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. 4.1 Workers' Compensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Consultant. The Statutory Workers' Compensation Insurance and Employer's Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS ($1,000,000.00) per accident. In the alternative, Consultant may rely on a self-insurance program to meet those requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator. The insurer, if insurance is provided, or the Consultant, if a program of self-insurance is provided, shall waive all rights of subrogation against the City and its officers, officials, employees, and volunteers for loss arising from work performed under this Agreement. An endorsement shall state that coverage shall not be canceled except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended, voided or reduced in coverage or in limits. 4,2 Commercial General and Automobile Liability Insurance. 4.2.1 General requirements. Consultant, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence, combined Single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non- owned automobiles. 4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 (ed. 11/88) or Insurance Services Office form number GL 0002 (ed. 1/73) covering comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability. Consulting Services Agreement between City of Dublin and Carducci and Associates, Inc. December 2003 Page 4 of 13 4.3 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. 4.2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as an endorsement to the policy: ao 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. The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis. 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. 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. 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. Professional Liability Insurance. Consultant, at its own cost and expense, shall maintain for the pedod 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) Consulting Services Agreement between City of Dublin and Carducci and Associates, Inc. December 2003 Page 5 of 13 4.4 days' prior written notice by certified mail, return receipt requested, has been given to the .City. 4.3.3 The policy must contain a cross liability or severability of interest clause. 4.3.4 The following provisions shall apply if the professional liability coverages are written on a claims-made form: The retroactive date of the policy must be shown and must be before the date of the Agreement. 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. 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. A copy of the claim reporting requirements must be submitted to the City prior to the commencement of any work under this Agreement. All Policies Requirements. 4.4.1 Acceptability of insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A:VII. 4.4,2 Verification of coverage. Prior to beginning any work under this Agreement, Consultant shall furnish City with certificates of insurance and With original endorsements effecting coverage required herein. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 4.4.3 Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 4.4.4 Variation. The City may approve a variation in the foregoing insurance requirements, upon a determination that the coverages, scope, limits, and forms of Consulting Services Agreement between City of Dublin and Carducci and Associates, Inc. December 2003 Page 6 of 13 such insurance are either not commercially available, or that the City's interests are otherwise fully protected. 4,4,$ Deductibles and Self-Insured Retentions. Consultant shall disclose to and · obtain the approval of City for the self-insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. During the period covered by this Agreement, only upon the prior express written authorization of Contract Administrator, Consultant may increase such deductibles or self-insured retentions with respect to City, its officers, employees, agents., and volunteers. The Contract Administrator may condition approval of an increase in deductible or self-insured retention levels with a requirement that Consultant procure a bond, guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them. 4.4.6 Notice of Reduction in Coverage. In the event that any coverage required by this section is reduced, limited, or materially affected in any other manner, Consultant shall provide written notice to City at Consultant's earliest possible opportunity and in no case later than five days after Consultant is notified of the change in coverage. 4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and Within the time herein required, City may, at its sole option exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Consultant's breach: · Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or · Terminate this Agreement. Section 5. INDEMNIFICATION AND CONSULTANT'S'RESPONSIBILITIES. Consultant shall indemnify, defend with counsel selected by the City, and hold harmless the City and its officials, officers, employees, agents, and volunteers from and against any and all losses, liability, claims, suits, actions, damages, and causes of action arising out of any personal injury, bodily injury, loss of life, or damage to property, or any violation of any federal, state, or municipal lawor 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 Consulting Services Agreement between City of Dublin and Carducci and Associates, Inc. December 2003 Page 7 of 13 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 California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City. Section 6. STATUS OF CONSULTANT. 6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. 6.2 Consultant No Agent. Except as City may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever. Section 7. LEGAL REQUIREMENTS. 7.1 Governing Law. The laws of the State of California shall govern this Agreement. Consulting Services Agreement between December 2003 City of Dublin and Carducci and Associates, Inc. Page 8 of 13 7.2 7.3 7.4 7.5 Section 8. 8.1 8.2 Compliance with Applicable Laws.. Consultant and any subcontractors shall comply with all laws applicable to the performance of the work hereunder. Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Consultant and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. Nondiscrimination and Equal Opportunity. Consultant shall not discriminate, on the basis of a person's race, religion, color, national origin, age, physical or mental handicap or disability, medical condition, marital status, sex, or sexual orientation, against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Consultant under this Agreement. Consultant shall comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this Agreement, including but not limited to the satisfaction of any positive obligations required of Consultant thereby. Consultant shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement. TERMINATION AND MODIFICATION. Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant. 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. Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a Consulting Services Agreement between City of Dublin and Carducci and Associates, Inc. December 2003 Page 9 of 13 8.3 8.4 8.5 8.6 Section 9. 9.1 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. Amendments. The parties may amend this Agreement only by a writing signed by all the parties. 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. Survival. All obligations arising pdor 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. Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, City's remedies shall included, but not be limited to, the following: 8,6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement; 8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant; or 8.6.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work. KEEPING AND STATUS OF RECORDS. Records Created as Part of Consultant's Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials,, in electronic or any other form, that Consulting Services Agreement between City of Dublin and Carducci and Associates, Inc. December 2003 Page 10 of 13 9.2 9.3 Section 10 10.1 10.2 10.3 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. Consultant's Books and Records. Consultant shall maintain'any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to the Consultant to this Agreement. 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 wdtten request of the City. Under California Govemment 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. Attorneys' Fees. If a party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 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 Distdct Court for the Northern District of California. 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. Consulting Services Agreement between City of Dublin and Carducci and Associates, Inc. December 2003 Page 11 of 13 10.4 10.5 10.6 10.7 10.8 10.9 10.10 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. 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. 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. Conflict of Interest. Consultant may serve other clients, but none whose activities within the cOrporate limits of City or whose business, regardless of location, would place Consultant in a "conflict of interest," as that term is defined in the Political Reform Act, codified at California Govemment Code Sebtion 81000 et seq. Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq. Consultant hereby warrants that it is not now, nor has it been in the previous twelve (12) months, an employee, agent, appointee, or official of the City. If Consultant was an employee, agent, appointee, or official of the City in the previous twelve months, Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consultant understands that, if this Agreement is made in violation of Government Code {}1090 et. seq., the entire Agreement is void and Consultant will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Consultant will be required to reimburse the City for any sums paid to the Consultant. Consultant understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code {} 1090 and, if applicable, will be disqualified from holding public office in the' State of California. 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. Contract Administration. This Agreement shall be administered by the Parks and Facilities Development Coordinator ("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee. Notices. Any written notice to Consultant shall be sent to: Carducci Associates ATTN: Vincent P. Lattanzio, Principal 555 Beach Street, Fourth Floor San Francisco, CA 94133 Consulting Services Agreement between City of Dublin and Carducci and Associates, Inc. December 2003 Page 12 of 13 10.11 Any written notice to City shall be sent to: City of Dublin, Parks and Community Services ATTN: Rose'mary Alex, Parks and Facilities Development Coordinator 100 Civic Plaza Dublin, CA 94568 Professional Seal. Where applicable in the determination of the contract administrator, the first page of a technical report, first page of design specifications, and each page of construction drawings shall be stamped/sealed and signed by the licensed professional responsible for the report/design preparation. The stamp/seal shall be in a block entitled "Seal and Signature of Registered Professional with report/design responsibility," as in the following example. Seal and Signature of Registered Professional with report/design responsibility. 10.12 Integration. This Agreement, including the scope of work attached hereto and incorporated herein as Exhibit A, represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral. CITY OF DUBLIN CONSULTANT Janet Lockhart, MaYor Attest: Vincent P. Lattanzio, Principal Kay Keck, City Clerk Approved as to Form: Elizabeth Silver, City Attorney Consulting Services Agreement between City of Dublin and Carducci and Associates, Inc. December 2003 Page 13 of 13 EXHIBIT A Id v~ ~ SCOPE OF SERVICES Project Description Landscape architectural services for Phase III o£Emerald Glen Park, approximately 14-1/2 acres, of new development bordered by Central Parkway and Tassajara Creek. Redevelopment of approximately 2-1/2 acres will provide completion and connection of Phase III to existing park improvements. Per the previously approved Master Plan, Phase III will include two soccer fields, a little league field with a storage building, prefabricated res~ooms, street frontage improvements and adequate parking. Other possible park features may include group picnic areas, secondary tot lot play area, bocce ball, and possible cricket play field area and maintenance access from corporate yard on-site. The capitol cost of the project is. estimated at approximately $2,800,000.00. Project area is shown on Exhibit 'A' and Exhibit 'B'. An initial parking study will be completed for the entire Master Plan build out including a 24,000 square foot Community Center and a 24,000 square foot Aquatic Center. Task 1 - Consultation for Parking/Program Analysis: a. Prepare a parking program analysis based on proposed master plan uses including; new community center and aquatic facility, each approximately 24,000 square feet, plus all other park facilities, including play areas, play fields, tennis courts, skateboard park, basketball courts, and picnic areas. b. Provide comparable analysis/recommendations based on up to four (4) similar facilities in park settings possibly in Livermore, San Ramon, Cupertino, and Mountain View, Newark, and Pinole California. Includes one presentation for Parks Commission and one for City Council, if required. Task 2 bo - Consultation/Design Meetings A total of five (5) meetings are included in the base contract for the purpose of discussing design program budgets and coordination with City and subconsultants. A total of seven (7) community design meetings are included to incorporate public design input. The following meetings are part of the community design process: 1. One informal meeting/presentation with athletic field users 2. One community design meeting for public input. 3. Second community design meeting for public presentation incorporating public input. 4. Two (2) meetings with Parks Commission for initial approval. 5. Two (2) meetings with City Council for final approval. Task 3 - Program & Analysis a. Definition of Phase III area and programmed uses. As a result of the parking concepts, approved master plan uses and community design process the programmed park uses will be defined and developed. b. Conceptual cost estimation of proposed Phase III park development. Task 4 - Topographic Survey/Utility Analysis ' Provide a topographic survey of the Phase III and well as Phase IV and V areas to complete the entire site survey. Consulting Services Agreement between City of Dublin and Carducci and Associates Inc.--Exhibit A Decem her 2003 Page 1 of 3 a. Provide a utility survey and proposed composite utility plan. b. Provide a drainage runOff analysis plan including the proposed buildings in future phases to accommodate best management practices as well as a drainage plan for biofiltratiOn of'runoff prior to release off-site. Analysis of run-off including Phase IV and V. c. Provide a mass-grading plan for Phase II, Phase IV and Phase V. ~ d. Provide a cut fill analysis for understanding of project needs for import or off-haul. Task 5 - Schematic Design Phase Preparation of up to three (3) schematic design altematives including plan sections and cost estimates. Provide final schematic design of three (3) schemes with cost estimates for City review and approval prior to presentation to Community, Commission, and Council. Task 6 - 50% Construction Documents Preparation of 50% Construction Documents or 100% Design Development Documents fully coordinated for City review and comment. The 50% Construction Documents will include outline specifications, layout plans, utility plans, field layout drawings, parking layout, picnic shelters, and restrooms with related details, planting, irrigation, structures and cost evaluation. Includes agricultural soil suitability test for final specifications. Task 7 - 100% Construction Documents Carducci will prepare Construction Documents (100% CD's) for City review and comment. The CD documents will include: a.. Demolition/Salvage Plan including tree protection plan. b. Overall Site Plan. c. Scope of Work Plan. d. Composite Utility Plan: Detailed layout of utilities and related details. e. Erosion Control Plan: Detailed plan identifying erosion control during construction. f. Layout Plan: Detailed horizontal control plan and related details, identifying materials and their location including play fields, parking, and restrooms. g. Grading and Drainage Plan: Detailed vertical control plan and related details. Drainage plans for on-site filtration and off-site release. h. Construction Details: Detailed construction and material information. i. Planting Plan: Detailed planting plans for areas developed within the contract limits, including botanical names, common names, sizes and related details. j. Landscape Irrigation Plan and Details: Detailed layout of sprinkler heads, piping and valves to provide a total operative system. k. Structural Plans and Details: Detailed structural design, calculatiops, and details. 1. Site Electrical Plans and Details: Detailed electrical design, calculations, and details. m. Specifications: Final specifications for aforementioned work will be in CSI Format. n. Cost evaluation for improvements based on our best opinion of costs at the date of the estimate. Task 8 - Bid Documents After in~corporating comments from the City, preparation of Final Bid Documents. Consulting Services Agreement between City of Dublin and Carducci and Associates Inc.--Exhibit A December 2003 Page 2 of 3 Task 9 - Bid and Award and Conformance Documents Assist Owner in the bidding procedure as required. This may include; attending a pre-bid meeting, responding to contractor's questions, issuing addendums, and reviewing the bids. Includes a conformance set of final construction documents for construction, printed on green paper (Printing to be done by City). Timeline December, 2003 January-February, 2004 March-April, 2004 March-June, 2004 July-November, 2004 January, 2005 February, 2005 March-September, 2005 Contract/Award of Agreement Parking Study Survey, Program and Analysis Community Design Construction Documents Bid Period Award Contract Construction Consulting Services Agreement between City of Dublin and Carducci and Associates Inc.--Exhibit A December 2003 Page 3 of 3 PAYMENT SCHEDULE EXHIBIT B COMPENSATION SCHEDULE Ao CITY shall pay CONSULTANT an amount not to exceed the total sum of $246,500 (Two Hundred Forty Six Thousand Five Hundred Dollars) for services to be performed pursuant to this agreement. CONSULTANT shall submit invoices; not more often than once per month, based upon the work completed on each task identified in EXHIBIT A "Scope of Work". The parties understand that such amount does not include post project acceptance claims processing services that'may be provided pursuant to C. "Extra Services". Co The corresponding not to exceed fee for tasks numbered 1 through 9 shall be as follows: Task 1 - Task 2 - Task 3 - Task 4 - Task 5 - Task 6 - Parking Program/Analysis Meetings/Community Design Process Program/Analysis Topographic Survey/Grading Plan and Analysis/Utility Plan and Analysis Schematic Design Phase 50% Construction Documents Task 7 - 100% Construction Documents Task 8 - Bid Documents (100%) Task 9 - Bid & Award Fee Subtotal +/- 8% of Budget $ 9,000 $ 12,000 $ 6,500 $ 30,000 $ 49,000 $ 40,000 $ 68;000 $ 8,000 $ 2,000 $ 224,500 Reimbursable Costs TOTAL FIXED FEE $ 22,000 $ 246,500 The Consultant will be reimbursed for expenses at cost plus 10%. The items allowable for reimbursement are as follows: Items supplied by the consultant: 1. Cost of printing and distributing. 2. Cost of transportation/mileage. 3. Cost of postage, UPS, Federal Express, California Overnight, etc. 4. Cost of progress photos. 5. Cost of ongoing and final clean up, as necessary. 6. Cost of other items as required, with prior approval from Owner. 7. Cost of office supplies. 8. Mileage billed at $0.33 per mile. "Extra Services" including, construction administration, arborist reports, and additional site visits post project acceptance claims processing services, are to be billed on a time and material basis using the hourly rates shown below. All extra services are to be authorized by the owner in writing. Consulting Services Agreement between City of Dublin and Cardu6ci and Associates, Inc. --Exhibit B December 2003 Page 1 of 5 Do Fo Go HOURLY RATES: Principal LandscaPe Architect Clerical / Word Processing $125.00 $85.00 $50.00 The total sum stated in Section A above, shall be the total, which the CITY shall pay for the services to be rendered by CONSULTANT pursuant to this Agreement excluding extra services. CITY shall not pay any additional sum for any expense or cost whatsoever incurred by CONSULTANT in rendering services pursuant to this Agreement other than extra services. 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 a written Change Order executed by the City Manager, or other designated official of the CITY, authorized to obligate CITY thereto. Said Change Order shall be executed prior to the time such extra service is rendered and in no event shall such change order exceed twenty-five percent (25%) of the initial Contract price stated in Section A. In the event the Change Order exceeds this limitation, City Council approval shall be required. 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. In this event, CITY shall Compensate the CONSULTANT for all outstanding costs incurred as of the date of written notice thereof and shall terminate this Agreement. CONSULTANT shall maintain adequate logs and timesheets in order to verify costs incurred to date. The CONSULTANT is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of a fully executed copy of this Agreement. Consulting Services Agreement between City of Dublin and Carducci and Associates, Inc. -Exhibit B December 2003 Page 2 of 5 BOHLEY CONSULTING, INC. 1875 SOUTH GRANT STREET SUITE 550 SAN MATEO, CA PROFESSIONAL FEE SCHEDULE CLASSIFICATION Principal Principal. Associate Project Manager Senior Engineer Associate Engineer Assistant Engineer 2 Person Survey Crew 3 Person Survey Crew' I~,ATE 'PER HOUR $ ~ 85.00 $140.00 $1]0.00 $I20,00 $ i !0.00 $90.00. $200.00 DIRECT EXI'ENSE All outside services and 'expenses are billed at cos¢ plus ten percent. Long distance automobile mileage is billed at $0,28 per mile, Invoices are due and payable upon receipt. Invoices paid after thirty days may be subject to a separate late charge of one percent per month on the unpaid balance. Late charges are not ~,cluded in any agreement for maximum charges. RATES EFFECTIVE JANUARY Consulting Services Agreement between City of Dublin and Carducci and Associates, Inc.'--Exhibit B December 2003 Page 3 of 5' ~t-IO,,U~,,Y BILLING RATE SCHEDULE ~00~ Principal $1fl/hr. Project Electrical Engineer $ Electr~cal/Lighting Designer $ CAD Supe~sor $ 7S/hr~ C~ Technfcian $ 65/hr~ Administrative $ 434{) Redwood Hwy,, Suke 245 San Rafael, CMif%n[a 94903 TEL 415-492-0420 FAX 415-479-9662 Consulting Services Agreement between City of Dublin and Carducci and Associates, Inc. --Exhibit B December 2003 Page 4 of 5 SIMPSON GUMPERTZ & HEGER INC, ATTACHMENT A FEE SCHEDULE AND PAYMENT TERMS Personnel Ca~e.qory* H_~url¥ ~illin.q Rate ' (~; per hour) Senior Principal and Principal ............................................................................................... $170 Senior As sociate ............................................................................................................... $160 Associate ................. ............................................................................................................ $150 Siaff Consultant ........................................................................................ ............................. $145 Senior Project Manager 1 ...................................................................................................... $140 Senior Project Manager 2 ....................................................................................................... $128 Senior Project Manager 3 .................................................. ; .................................................... $120 Sepior Staff Engineer 1 ........................................................................................................... $120 Senior Staff Engineer 2 ................................ :; ........................................................................ $110 Project Supervisor 1 ............................................................................................................... $120 Project Supervisor 2 .................................................................................................................. $95 Staff Engineer 1 ..................................................................................................................... $t03 Staff Engineer 2 ........................................................................................................................ $95 Senior Engineer ' . ................................................................................................................... $88 Senior En~cineer 2 ...................................................................................................................... $81 Senior Field Engineer ................. ............................................................................................... $81 Engineer/Field Engineer ............................................................................................................. $74 Laboratory Technician I/Monitor ............................................................................................. $76 Laboratory Technician 2/Monitor ........................................................................................ $56 Engineering Aide ....................................................................................................................... $52 Director of Metallurgy .............................................................................................................. $220 Manager Electrical Engineering ............................................................................................. $140 Petrographer .......................................................................................................................... $140 Senior Pro.~ect Drafter ......................................................... ' ..................................................... $95 Senior Drafter ................................................................... ......................................................... $80 Drafter ..................................................................................................................................... $70 Iltustralor/Programmer 1 ....................................................................................................... $70 IIlustratodProgrammer 2 .......................................................................................................... $52 Non-Technical .......................................................................................................................... $42 * Personnel categories and rates shown for Engineers apply also to Architects ans Ccnservatcrs. ndividuals performing services are billed at the applicable rate(s) stored above. An snnua~ rate adjustment, based Jpon saiary ncreases, will apply .on January I eacr~ year. Annuat ra~e adjustments ;/;Ii not exceed 5% without Client's advance approval. Direct expenses inCMde out-of-pocket expenses, such as subconsultants, travel, a~',d outside services and charges :or the use of SGH field and laborator'¢ equipment, reproduction facilities, etc. Direct expenses also include alt · easonable expenses resulting from required responses to subpoenas or coud orders ,-elated to work under the Contract, nvoices wifl be submitted periodically, and are due and payable upon receipt. Unp¢!d balances shall be subiect to an additional charge at the rate of 1-I!2% per month from the date of invoice if the ur, paid balance is no..', paid within i30 days. invoices w~ll be submitted showing labor (hours worked) by labor category' and total expenses, but not actual documentation. The Ctient shall reimburse SGH for all atlorney's fees and coiiection costs related to collection of overdue payments. Cor~sult~g Services Agreement between December 2003 City of Dublin and Carducci and Associates, Inc. --Exhibit B Page 5 of 5