Loading...
HomeMy WebLinkAboutReso 64-20 Approving Agreements For On-Call Landscape Architect Services, Agreements For Maintenance Services, And Amendments To Agreements For Contractor And Consulting ServicesReso No. 64-20, Item 4.15, Adopted 06/16/20 Page 1 RESOLUTION NO. 64 - 20 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN * * * * * * * * * APPROVING AGREEMENTS FOR ON-CALL LANDSCAPE ARCHITECT SERVICES, AGREEMENTS FOR MAINTENANCE SERVICES, AND AMENDMENTS TO AGREEMENTS FOR CONTRACTOR AND CONSULTING SERVICES WHEREAS, Staff prepared and initiated a Request for Qualifications (RFQ) for On-Call Landscape Architect Services, Maintenance Services, and a Request for Proposals (RFP) for Design Services for the Dublin Heritage Park Cemetery Improvements project (CIP No. PK0215); and WHEREAS, Staff reviewed and selected the most qualified firms and vendors to provide services; and WHEREAS, the City wishes to enter into agreements with BFS Landscape Architects, Callander Associates, Gates and Associates, PGA Design, RHAA, SWA Group for on-call landscape architect services for the term beginning July 1, 2020 through June 30, 2023; and WHEREAS, the City also wishes to enter into agreements at a later date, for any of the following Landscape Architect firms which were reviewed and deemed qualified as part of the RFQ solicitation process: Base, Bay Tree Design, Carducci, CMG, ECOFOLIO, Fletcher Studio, Integra, Mantle, Miller, Nuvis, Quadriga, RRM, Surface Design, Tanaka Design, and Verde; and WHERAS, the City wishes to enter into agreements with Contract Sweeping Services, Inc. and Universal Building Services and Supply Co. for maintenance services for the term beginning July 1, 2020 through June 30, 2023; and WHEREAS, the City has existing agreements with BKF Engineers, Disability Access Consultants, Geosyntec Consultants, Rincon Consultants, Inc., and Surf 2 Snow Environmental Resource Management, and wishes to amend these agreements to extend the term, and to amend the agreement to increase the not-to-exceed amount with Surf 2 Snow Environmental Resource Management. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin does hereby approve the On-Call Consulting Services Agreements with BFS Landscape Architects, Callander Associates, Gates and Associates, PGA Design, RHAA, SWA Group; Contractor Services Agreements with Contract Sweeping Services, Inc. and Universal Building Services and Supply Co.; and Amendments to Agreements for various Public Works services with BKF Engineers, Disability Access Consultants, Geosyntec Consultants, Rincon Consultants, Inc., and Surf 2 Snow Environmental Resource Management, attached hereto as Exhibit A. BE IT FURTHER RESOLVED that the City Manager is authorized to execute the Agreements and Amendments to Agreements, attached hereto as Exhibit A, and make any necessary, non-substantive changes to carry out the intent of this Resolution. Reso No. 64-20, Item 4.15, Adopted 06/16/20 Page 1 PASSED, APPROVED, AND ADOPTED this 16th day of June 2020, by the following vote: AYES: Councilmembers Goel, Hernandez, Josey, Kumagai and Mayor Haubert NOES: ABSENT: ABSTAIN: ______________________________ Mayor ATTEST: ______________________________ City Clerk CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND BFS LANDSCAPE ARCHITECTS FOR ON -CALL LANDSCAPE ARCHITECT SERVICES THIS AGREEMENT for consulting services is made by and between the City of Dublin ("City") and BFS Landscape Architects ("Consultant") (together sometimes referred to as the "Parties") as of July 1, 2020 (the "Effective Date"). 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 Effective Date and shall end on June 30, 2023, the date of completion specified in Exhibit A, and Consultant shall complete the work described in Exhibit A on or before 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 referenced in Section 8. Notwithstanding the foregoing this Agreement may be extended on a month to month basis for up to 6 months upon the written consent of the Consultant and the City Manager, provided that: a) sufficient funds have been appropriated for such purchase, b) the price charged by the Consultant for the provision of the serves described in Exhibit A does not increase. None of the foregoing shall 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. 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 Subsection 1.2 above and to satisfy Consultant's obligations hereunder. Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed One Million Dollars ($1,000,000), 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 Consulting Services Agreement between City of Dublin and BFS Landscape Architects for On -Call Architect Services July 1, 2020 Page 1 of 14 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 in writing, Consultant shall not bill City for duplicate services performed by more than one person. Consultant and City acknowledge and agree that compensation paid by City to Consultant under this Agreement is based upon Consultant's estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Consultant. Consequently, the Parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement. 2.1 Invoices. Consultant shall submit invoices, not more often than once a month during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. No individual performing work under this Agreement shall bill more than 2,000 hours in a fiscal year unless approved, in writing, by the City Manager or his/her designee. Invoices shall contain the following information: ■ Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.; ■ The beginning and ending dates of the billing period; • A 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; • A copy of the applicable time entries or time sheets shall be submitted showing the following: o Daily logs of total hours worked by each individual performing work under this Agreement o Hours must be logged in increments of tenths of an hour or quarter hour o If this Agreement covers multiple projects, all hours must also be logged by project assignment o 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; ■ The Consultant's signature; • Consultant shall give separate notice to the City when the total number of hours worked by Consultant and any individual employee, agent, or subcontractor of Consultant reaches or exceeds 800 hours within a 12-month period under this Agreement and any other agreement between Consultant and City. Such notice shall include an estimate of the time necessary to complete work described in Exhibit A and Consulting Services Agreement between City of Dublin and BFS Landscape Architects for On -Call Architect Services July 1, 2020 Page 2 of 14 the estimate of time necessary to complete work under any other agreement between Consultant and City, if applicable. 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 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 compensation schedule attached hereto as Exhibit B. 2.6 Reimbursable Expenses. Reimbursable expenses are specified in Exhibit B. 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 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 Consulting Services Agreement between City of Dublin and BFS Landscape Architects for On -Call Architect Services July 1, 2020 Page 3 of 14 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 fully executing this Agreement, Consultant, at its own cost and expense, unless otherwise specified below, shall procure the types and amounts of insurance listed below 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. Consistent with the following provisions, 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, and that such insurance is in effect prior to beginning work. 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 or proposal. 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 to City that such insurance is in effect. VERIFICATION OF THE REQUIRED INSURANCE SHALL BE SUBMITTED AND MADE PART OF THIS AGREEMENT PRIOR TO EXECUTION. Consultant shall maintain all required insurance listed herein for the duration of this Agreement. 4.1 Workers' Compensation. 4.1.1 General Requirements. 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 $1,000,000 per accident. In the alternative, Consultant may rely on a self-insurance program to meet these 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 California Labor Code shall be solely in the discretion of the Contract Administrator. The Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor of the entity for all work performed by the Consultant, its employees, agents, and subcontractors. 4.1.2 Submittal Requirements. To comply with Subsection 4.1, Consultant shall submit the following: Consulting Services Agreement between City of Dublin and BFS Landscape Architects for On -Call Architect Services July 1, 2020 Page 4 of 14 a. Certificate of Liability Insurance in the amounts specified in the section; and b. Waiver of Subrogation Endorsement as required by the section. 4.2 Commercial General and Automobile Liability Insurance. 4.2.1 General Requirements. Consultant, at its own cost and expense, shall maintain commercial general liability insurance for the term of this Agreement in an amount not less than $1,000,000 and automobile liability insurance for the term of this Agreement in an amount not less than $1,000,000 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 (most recent edition) covering comprehensive General Liability on an "occurrence" basis. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001, Code 1 (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 a certified endorsement to the policy: a. The Insurance shall cover on an occurrence or an accident basis, and not on a claims -made basis. b. City, its officers, officials, employees, and volunteers are to be covered as additional insureds as respects: liability arising out of work or operations performed by or on behalf of the Consultant; or automobiles owned, leased, hired, or borrowed by the Consultant. c. Consultant hereby agrees to waive subrogation which any insurer or contractor may require from vendor by virtue of the payment of any loss. Consultant agrees to obtain any endorsements that may be necessary to effect this waiver of subrogation. d. For any claims related to this Agreement or the work hereunder, the Consultant's insurance coverage shall be primary insurance as respects Consulting Services Agreement between City of Dublin and BFS Landscape Architects for On -Call Architect Services July 1, 2020 Page 5 of 14 the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Consultant's insurance and shall not contribute with it. 4.2.4 Submittal Requirements. To comply with Subsection 4.2, Consultant shall submit the following: a. Certificate of Liability Insurance in the amounts specified in the section; b. Additional Insured Endorsement as required by the section; c. Waiver of Subrogation Endorsement as required by the section; and d. Primary Insurance Endorsement as required by the section. 4.3 Professional Liability Insurance. 4.3.1 General Requirements. Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than $2,000,000 covering the licensed professionals' errors and omissions. Any deductible or self -insured retention shall not exceed $150,000 per claim. 4.3.2 Claims -Made Limitations. The following provisions shall apply if the professional liability coverage is 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 5 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 shall purchase an extended period coverage for a minimum of 5 years after completion of work under this Agreement. d. A copy of the claim reporting requirements must be submitted to the City for review prior to the commencement of any work under this Agreement. 4.3.3 Additional Requirements. A certified endorsement to include contractual liability shall be included in the policy. Consulting Services Agreement between City of Dublin and BFS Landscape Architects for On -Call Architect Services July 1, 2020 Page 6 of 14 4.3.4 Submittal Requirements. To comply with Subsection 4.3, Consultant shall submit the Certificate of Liability Insurance in the amounts specified in the section. 4.4 All Policies Requirements. 4.4.1 Acceptability of Insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A:VII. 4.4.2 Verification of Coverage. Prior to beginning any work under this Agreement, Consultant shall furnish City with complete copies of all Certificates of Liability Insurance delivered to Consultant by the insurer, including complete copies of all endorsements attached to the policies. All copies of Certificates of Liability Insurance and certified endorsements shall show the signature of a person authorized by that insurer to bind coverage on its behalf. If the City does not receive the required insurance documents prior to the Consultant beginning work, it shall not waive the Consultant's obligation to provide them. The City reserves the right to require complete copies of all required insurance policies at any time. 4.4.3 Deductibles and Self -Insured Retentions. Consultant shall disclose to and obtain the written 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. At the option of the City, either: the insurer shall reduce or eliminate such deductibles or self -insured retentions as respects the City, its officers, employees, and volunteers; or the Consultant shall provide a financial guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claim administration and defense expenses. 4.4.4 Wasting Policies. No policy required by this Section 4 shall include a "wasting" policy limit (i.e. limit that is eroded by the cost of defense). 4.4.5 Endorsement Requirements. Each insurance policy required by Section 4 shall be endorsed to state that coverage shall not be canceled by either party, except after 30 days' prior written notice has been provided to the City. 4.4.6 Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 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: Consulting Services Agreement between City of Dublin and BFS Landscape Architects for On -Call Architect Services July 1, 2020 Page 7of14 • 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. Refer to the attached Exhibit C, which is incorporated herein and made a part of this Agreement. 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. This Agreement shall not be construed as an agreement for employment. 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 Subsection 1.3; however, otherwise City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Contractor further acknowledges that Contractor performs Services outside the usual course of the City's business; and is customarily engaged in an independently established trade, occupation, or business of the same nature as the Contractor performs for the City, and has the option to perform such work for other entities. 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 Not an 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 and regulations applicable to the performance of the work hereunder, including but not limited to, the California Building Code, the Americans with Disabilities Act, and any copyright, patent or trademark law. Consultant's failure to comply with any law(s) or Consulting Services Agreement between City of Dublin and BFS Landscape Architects for On -Call Architect Services July 1, 2020 Page 8 of 14 regulation(s) applicable to the performance of the work hereunder shall constitute a breach of contract. 7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Consultant and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. 7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. 7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate, on the basis of a person's race, sex, gender, religion (including religious dress and grooming practices), national origin, ancestry, physical or mental disability, medical condition (including cancer and genetic characteristics), marital status, age, sexual orientation, color, creed, pregnancy, genetic information, gender identity or expression, political affiliation or belief, military/veteran status, or any other classification protected by applicable local, state, or federal laws (each a "Protected Characteristic"), 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 include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement. Section 8. TERMINATION AND MODIFICATION. 8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant. Consultant may cancel this Agreement upon 30 days' written notice to City and shall include in such notice the reasons for cancellation. In the event of termination, Consultant shall be entitled to compensation for services performed to the effective date of termination; City, however, may condition payment of such compensation upon Consultant delivering to City any or all documents, photographs, computer software, video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or the City in connection with this Agreement. Consulting Services Agreement between City of Dublin and BFS Landscape Architects for On -Call Architect Services July 1, 2020 Page 9 of 14 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 obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. 8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, City's remedies shall include, but are not limited to, the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement; 8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant; or 8.6.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work. Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant's Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, Consulting Services Agreement between City of Dublin and BFS Landscape Architects for On -Call Architect Services July 1, 2020 Page 10 of 14 records, files, or any other documents or materials, in electronic or any other form, that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Consultant hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both Parties. 9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of 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 Subsection 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 $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 3 years after final payment under the Agreement. Section 10. MISCELLANEOUS PROVISIONS. 10.1 Attorneys' Fees. If a party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement, the Parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Alameda or in the United States District Court for the Northern District of California. 10.3 Severabilitv. 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 BFS Landscape Architects for On -Call Architect Services July 1, 2020 Page 11 of 14 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the Parties. 10.6 Use of Recycled Products. Consultant shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. 10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Consultant in a "conflict of interest," as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq. Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Section 1090 et seq. Consultant hereby warrants that it is not now, nor has it been in the previous 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 12 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 California Government Code Section 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 California Government Code Section 1090 et seq., and, if applicable, will be disqualified from holding public office in the State of California. At City's sole discretion, Consultant may be required to file with the City a Form 700 to identify and document Consultant's economic interests, as defined and regulated by the California Fair Political Practices Commission. If Consultant is required to file a Form 700, Consultant is hereby advised to contact the Dublin City Clerk for the Form 700 and directions on how to prepare it. 10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus group, or interview related to this Agreement, either orally or through any written materials. 10.9 Contract Administration. This Agreement shall be administered by the City Manager ("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee. Consulting Services Agreement between City of Dublin and BFS Landscape Architects for On -Call Architect Services July 1, 2020 Page 12 of 14 10.10 Notices. Any written notice to Consultant shall be sent to: Landscape Architects Attn: Larry Foster, BFS 425 Pacific St. Ste 201 Monterey, CA 93940 Any written notice to City shall be sent to: City of Dublin Attn: Nancy Nelson 100 Civic Plaza Dublin, CA 94568 10.11 Integration. This Agreement, including the scope of work attached hereto and incorporated herein as Exhibits A, B, C and D represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral. Exhibit A Scope of Services Exhibit B Compensation Schedule & Reimbursable Expenses Exhibit C Indemnification Exhibit D Conflict of Interest 10.12 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement. 10.13 Certification per Iran Contracting Act of 2010. In the event that this contract is for one million dollars ($1,000,000.00) or more, by Consultant's signature below Consultant certifies that Consultant, and any parent entities, subsidiaries, successors or subunits of Consultant are not identified on a list created pursuant to subdivision (b) of Section 2203 of the California Public Contract Code as a person engaging in investment activities in Iran as described in subdivision (a) of Section 2202.5, or as a person described in subdivision (b) of Section 2202.5 of the California Public Contract Code, as applicable. SIGNATURES ON FOLLOWING PAGE Consulting Services Agreement between City of Dublin and BFS Landscape Architects for On -Call Architect Services July 1, 2020 Page 13 of 14 The Parties have executed this Agreement as of the Effective Date. The persons whose signatures appear below certify that they are authorized to sign on behalf of the respective Party. CITY OF DUBLIN BFS LANDSCAPE ARCHITECTS Linda Smith, City Manager Larry Foster, Principal Attest: Consultant's DIR Registration Number (if applicable) Marsha Moore, City Clerk Approved as to Form: City Attorney 3070368.1 Consulting Services Agreement between City of Dublin and BFS Landscape Architects for On -Call Architect Services July 1, 2020 Page 14 of 14 EXHIBIT A SCOPE OF SERVICES The City shall require on -call landscape architect services on various parks and facilities throughout the City. Work on such projects shall include, but is not limited to: • Development of conceptual plans and construction documents. • Review of the Parks and Recreation Master Plan and other related planning documents. • Evaluation of existing inventory of park and recreational facilities. • Assessment and prioritization of recreational needs of the community. • Review of Site topographic survey. • Preparation of opportunities and constraints map of the site. • Preparation of preliminary design alternatives for the site. • Preparation of phasing plan for the park if needed, which identifies logical phases for development of the park and designates the park and recreational amenities which will be included in each phase. • Preparation of cost estimates for the proposed project from conceptual design through construction document preparation. • Facilitation of public input processes including meetings with stakeholders, Parks and Community Services Commission and City Council. • Preparation of construction documents including plans and specifications in accordance with local, state and federal codes and standards. • Hiring of technical experts via subconsultants for completion of tasks identified in scopes of work. Consulting Services Agreement between City of Dublin and July 1, 2020 BFS Landscape Architects for On -Call Architect Services Exhibit A — Page 1 of 1 EXHIBIT B COMPENSATION SCHEDULE & REIMBURSABLE EXPENSES Hourly Rates for FY 2020/21 (July 1 — June 30) Principal $215 Associate Principal $200 Associate $185 Project Manager $165 Assistant Project Manager $155 Designer $135 Design/Graphics Intern $40 Word Processor/Clerical $80 • Subconsultant rate markup shall be no greater than 10%. • Reimbursables shall be limited to no greater than 10% above cost for printing and copying; and IRS set mileage reimbursement (IRS Mileage Rate for 2020: $.575) • Please note, all other reimbursable expenses are built into rates, identified above. • Rate increases must be submitted by June 1st of each year, by Consultant, in order to be effective July 1st. Rate increase requests will not be accepted past August of each year. Rate increases may not exceed 3%, and shall be based on the April, 12 month change, of the Annual San Francisco Bay Area Consumer Price Index (CPI). • Invoices shall be submitted electronically to: pwinvoices(c�dublin.ca.gov no more than once monthly and as work is completed. Please be sure to list the Development Code for each project or the CIP project number, for all charges on each invoice. • Reporting requirements submitted monthly with each invoice shall include a cumulative total of each staff members hours be listed on each invoice. Consulting Services Agreement between City of Dublin and July 1, 2020 BFS Landscape Architects for On -Call Architect Services Exhibit B — Page 1 of 1 EXHIBIT C INDEMNIFICATION A. Consultant shall, to the extent permitted by law, including without limitation California Civil Code 2782 and 2782.8, indemnify, hold harmless and assume the defense of, in any actions at law or in equity, the City, its employees, agents, volunteers, and elective and appointive boards, from all claims, losses, and damages, including property damage, personal injury, death, and liability of every kind, nature and description, arising out of, pertaining to or related to the negligence, recklessness or willful misconduct of Consultant or any person directly or indirectly employed by, or acting as agent for, Consultant, during and after completion of Consultant's work under this Agreement. B. With respect to those claims arising from a professional error or omission, Consultant shall defend, indemnify and hold harmless the City (including its elected officials, officers, employees, and volunteers) from all claims, losses, and damages arising from the professionally negligent acts, errors or omissions of Consultant, however, the cost to defend charged to Consultant shall not exceed Consultant's proportionate percentage fault. C. Consultant's obligation under this section does not extend to that portion of a claim caused in whole or in part by the sole negligence or willful misconduct of the City. D. Consultant shall also indemnify, defend and hold harmless the City from all suits or claims for infringement of any patent rights, copyrights, trade secrets, trade names, trademarks, service marks, or any other proprietary rights of any person or persons because of the City or any of its officers, employees, volunteers, or agents use of articles, products things, or services supplied in the performance of Consultant's services under this Agreement, however, the cost to defend charged to Consultant shall not exceed Consultant's proportionate percentage fault. Consulting Services Agreement between City of Dublin and July 1, 2020 BFS Landscape Architects for On -Call Architect Services Exhibit C — Page 1 of 1 EXHIBIT D CONFLICT OF INTEREST Consultant confirms the ability to meet the City of Dublin's Conflict of Interest requirements as specified in the City's RFP. Consultant is not aware of any recent, current or anticipated contractual obligations which will pose a potential conflict of interest with the work on this project. Consultant agrees that, for the term of this agreement, no member, officer or employee of the City of Dublin, or a public body within Alameda County or member of delegate to the Congress of the United States, during his/her tenure of for one year thereafter, shall have any direct interest in the contacts or any direct or material benefit arising therefrom. Consulting Services Agreement between City of Dublin and July 1, 2020 BFS Landscape Architects for On -Call Architect Services Exhibit D — Page 1 of 1 CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND CALLANDER ASSOCIATES FOR ON -CALL LANDSCAPE ARCHITECT SERVICES THIS AGREEMENT for consulting services is made by and between the City of Dublin ("City") and Callander Associates ("Consultant") (together sometimes referred to as the "Parties") as of July 1, 2020 (the "Effective Date"). 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 Effective Date and shall end on June 30, 2023, the date of completion specified in Exhibit A, and Consultant shall complete the work described in Exhibit A on or before 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 referenced in Section 8. Notwithstanding the foregoing this Agreement may be extended on a month to month basis for up to 6 months upon the written consent of the Consultant and the City Manager, provided that: a) sufficient funds have been appropriated for such purchase, b) the price charged by the Consultant for the provision of the serves described in Exhibit A does not increase. None of the foregoing shall 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. 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 Subsection 1.2 above and to satisfy Consultant's obligations hereunder. Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed One Million Dollars ($1,000,000), 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 Consulting Services Agreement between City of Dublin and Callander Associates for On -Call Architect Services July 1, 2020 Page 1 of 14 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 in writing, Consultant shall not bill City for duplicate services performed by more than one person. Consultant and City acknowledge and agree that compensation paid by City to Consultant under this Agreement is based upon Consultant's estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Consultant. Consequently, the Parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement. 2.1 Invoices. Consultant shall submit invoices, not more often than once a month during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. No individual performing work under this Agreement shall bill more than 2,000 hours in a fiscal year unless approved, in writing, by the City Manager or his/her designee. Invoices shall contain the following information: ■ Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.; ■ The beginning and ending dates of the billing period; • A 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; • A copy of the applicable time entries or time sheets shall be submitted showing the following: o Daily logs of total hours worked by each individual performing work under this Agreement o Hours must be logged in increments of tenths of an hour or quarter hour o If this Agreement covers multiple projects, all hours must also be logged by project assignment o 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; ■ The Consultant's signature; • Consultant shall give separate notice to the City when the total number of hours worked by Consultant and any individual employee, agent, or subcontractor of Consultant reaches or exceeds 800 hours within a 12-month period under this Agreement and any other agreement between Consultant and City. Such notice shall include an estimate of the time necessary to complete work described in Exhibit A and Consulting Services Agreement between City of Dublin and Callander Associates for On -Call Architect Services July 1, 2020 Page 2 of 14 the estimate of time necessary to complete work under any other agreement between Consultant and City, if applicable. 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 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 compensation schedule attached hereto as Exhibit B. 2.6 Reimbursable Expenses. Reimbursable expenses are specified in Exhibit B. 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 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 Consulting Services Agreement between City of Dublin and Callander Associates for On -Call Architect Services July 1, 2020 Page 3 of 14 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 fully executing this Agreement, Consultant, at its own cost and expense, unless otherwise specified below, shall procure the types and amounts of insurance listed below 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. Consistent with the following provisions, 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, and that such insurance is in effect prior to beginning work. 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 or proposal. 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 to City that such insurance is in effect. VERIFICATION OF THE REQUIRED INSURANCE SHALL BE SUBMITTED AND MADE PART OF THIS AGREEMENT PRIOR TO EXECUTION. Consultant shall maintain all required insurance listed herein for the duration of this Agreement. 4.1 Workers' Compensation. 4.1.1 General Requirements. 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 $1,000,000 per accident. In the alternative, Consultant may rely on a self-insurance program to meet these 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 California Labor Code shall be solely in the discretion of the Contract Administrator. The Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor of the entity for all work performed by the Consultant, its employees, agents, and subcontractors. 4.1.2 Submittal Requirements. To comply with Subsection 4.1, Consultant shall submit the following: Consulting Services Agreement between City of Dublin and Callander Associates for On -Call Architect Services July 1, 2020 Page 4 of 14 a. Certificate of Liability Insurance in the amounts specified in the section; and b. Waiver of Subrogation Endorsement as required by the section. 4.2 Commercial General and Automobile Liability Insurance. 4.2.1 General Requirements. Consultant, at its own cost and expense, shall maintain commercial general liability insurance for the term of this Agreement in an amount not less than $1,000,000 and automobile liability insurance for the term of this Agreement in an amount not less than $1,000,000 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 (most recent edition) covering comprehensive General Liability on an "occurrence" basis. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001, Code 1 (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 a certified endorsement to the policy: a. The Insurance shall cover on an occurrence or an accident basis, and not on a claims -made basis. b. City, its officers, officials, employees, and volunteers are to be covered as additional insureds as respects: liability arising out of work or operations performed by or on behalf of the Consultant; or automobiles owned, leased, hired, or borrowed by the Consultant. c. Consultant hereby agrees to waive subrogation which any insurer or contractor may require from vendor by virtue of the payment of any loss. Consultant agrees to obtain any endorsements that may be necessary to effect this waiver of subrogation. d. For any claims related to this Agreement or the work hereunder, the Consultant's insurance coverage shall be primary insurance as respects Consulting Services Agreement between City of Dublin and Callander Associates for On -Call Architect Services July 1, 2020 Page 5 of 14 the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Consultant's insurance and shall not contribute with it. 4.2.4 Submittal Requirements. To comply with Subsection 4.2, Consultant shall submit the following: a. Certificate of Liability Insurance in the amounts specified in the section; b. Additional Insured Endorsement as required by the section; c. Waiver of Subrogation Endorsement as required by the section; and d. Primary Insurance Endorsement as required by the section. 4.3 Professional Liability Insurance. 4.3.1 General Requirements. Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than $2,000,000 covering the licensed professionals' errors and omissions. Any deductible or self -insured retention shall not exceed $150,000 per claim. 4.3.2 Claims -Made Limitations. The following provisions shall apply if the professional liability coverage is 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 5 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 shall purchase an extended period coverage for a minimum of 5 years after completion of work under this Agreement. d. A copy of the claim reporting requirements must be submitted to the City for review prior to the commencement of any work under this Agreement. 4.3.3 Additional Requirements. A certified endorsement to include contractual liability shall be included in the policy. Consulting Services Agreement between City of Dublin and Callander Associates for On -Call Architect Services July 1, 2020 Page 6 of 14 4.3.4 Submittal Requirements. To comply with Subsection 4.3, Consultant shall submit the Certificate of Liability Insurance in the amounts specified in the section. 4.4 All Policies Requirements. 4.4.1 Acceptability of Insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A:VII. 4.4.2 Verification of Coverage. Prior to beginning any work under this Agreement, Consultant shall furnish City with complete copies of all Certificates of Liability Insurance delivered to Consultant by the insurer, including complete copies of all endorsements attached to the policies. All copies of Certificates of Liability Insurance and certified endorsements shall show the signature of a person authorized by that insurer to bind coverage on its behalf. If the City does not receive the required insurance documents prior to the Consultant beginning work, it shall not waive the Consultant's obligation to provide them. The City reserves the right to require complete copies of all required insurance policies at any time. 4.4.3 Deductibles and Self -Insured Retentions. Consultant shall disclose to and obtain the written 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. At the option of the City, either: the insurer shall reduce or eliminate such deductibles or self -insured retentions as respects the City, its officers, employees, and volunteers; or the Consultant shall provide a financial guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claim administration and defense expenses. 4.4.4 Wasting Policies. No policy required by this Section 4 shall include a "wasting" policy limit (i.e. limit that is eroded by the cost of defense). 4.4.5 Endorsement Requirements. Each insurance policy required by Section 4 shall be endorsed to state that coverage shall not be canceled by either party, except after 30 days' prior written notice has been provided to the City. 4.4.6 Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 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: Consulting Services Agreement between City of Dublin and Callander Associates for On -Call Architect Services July 1, 2020 Page 7of14 • 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. Refer to the attached Exhibit C, which is incorporated herein and made a part of this Agreement. 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. This Agreement shall not be construed as an agreement for employment. 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 Subsection 1.3; however, otherwise City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Contractor further acknowledges that Contractor performs Services outside the usual course of the City's business; and is customarily engaged in an independently established trade, occupation, or business of the same nature as the Contractor performs for the City, and has the option to perform such work for other entities. 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 Not an 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 and regulations applicable to the performance of the work hereunder, including but not limited to, the California Building Code, the Americans with Disabilities Act, and any copyright, patent or trademark law. Consultant's failure to comply with any law(s) or Consulting Services Agreement between City of Dublin and Callander Associates for On -Call Architect Services July 1, 2020 Page 8 of 14 regulation(s) applicable to the performance of the work hereunder shall constitute a breach of contract. 7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Consultant and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. 7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. 7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate, on the basis of a person's race, sex, gender, religion (including religious dress and grooming practices), national origin, ancestry, physical or mental disability, medical condition (including cancer and genetic characteristics), marital status, age, sexual orientation, color, creed, pregnancy, genetic information, gender identity or expression, political affiliation or belief, military/veteran status, or any other classification protected by applicable local, state, or federal laws (each a "Protected Characteristic"), 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 include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement. Section 8. TERMINATION AND MODIFICATION. 8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant. Consultant may cancel this Agreement upon 30 days' written notice to City and shall include in such notice the reasons for cancellation. In the event of termination, Consultant shall be entitled to compensation for services performed to the effective date of termination; City, however, may condition payment of such compensation upon Consultant delivering to City any or all documents, photographs, computer software, video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or the City in connection with this Agreement. Consulting Services Agreement between City of Dublin and Callander Associates for On -Call Architect Services July 1, 2020 Page 9 of 14 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 obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. 8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, City's remedies shall include, but are not limited to, the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement; 8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant; or 8.6.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work. Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant's Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, Consulting Services Agreement between City of Dublin and Callander Associates for On -Call Architect Services July 1, 2020 Page 10 of 14 records, files, or any other documents or materials, in electronic or any other form, that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Consultant hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both Parties. 9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of 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 Subsection 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 $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 3 years after final payment under the Agreement. Section 10. MISCELLANEOUS PROVISIONS. 10.1 Attorneys' Fees. If a party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement, the Parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Alameda or in the United States District Court for the Northern District of California. 10.3 Severabilitv. 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 Callander Associates for On -Call Architect Services July 1, 2020 Page 11 of 14 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the Parties. 10.6 Use of Recycled Products. Consultant shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. 10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Consultant in a "conflict of interest," as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq. Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Section 1090 et seq. Consultant hereby warrants that it is not now, nor has it been in the previous 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 12 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 California Government Code Section 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 California Government Code Section 1090 et seq., and, if applicable, will be disqualified from holding public office in the State of California. At City's sole discretion, Consultant may be required to file with the City a Form 700 to identify and document Consultant's economic interests, as defined and regulated by the California Fair Political Practices Commission. If Consultant is required to file a Form 700, Consultant is hereby advised to contact the Dublin City Clerk for the Form 700 and directions on how to prepare it. 10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus group, or interview related to this Agreement, either orally or through any written materials. 10.9 Contract Administration. This Agreement shall be administered by the City Manager ("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee. Consulting Services Agreement between City of Dublin and Callander Associates for On -Call Architect Services July 1, 2020 Page 12 of 14 10.10 Notices. Any written notice to Consultant shall be sent to: Callander Associates Attn: Brian Fletcher 1633 Bayshore Highway, Suite 133 Burlingame, CA 94010 Any written notice to City shall be sent to: City of Dublin Attn: Nancy Nelson 100 Civic Plaza Dublin, CA 94568 10.11 Integration. This Agreement, including the scope of work attached hereto and incorporated herein as Exhibits A, B, C and D represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral. Exhibit A Scope of Services Exhibit B Compensation Schedule & Reimbursable Expenses Exhibit C Indemnification Exhibit D Conflict of Interest 10.12 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement. 10.13 Certification per Iran Contracting Act of 2010. In the event that this contract is for one million dollars ($1,000,000.00) or more, by Consultant's signature below Consultant certifies that Consultant, and any parent entities, subsidiaries, successors or subunits of Consultant are not identified on a list created pursuant to subdivision (b) of Section 2203 of the California Public Contract Code as a person engaging in investment activities in Iran as described in subdivision (a) of Section 2202.5, or as a person described in subdivision (b) of Section 2202.5 of the California Public Contract Code, as applicable. SIGNATURES ON FOLLOWING PAGE Consulting Services Agreement between City of Dublin and Callander Associates for On -Call Architect Services July 1, 2020 Page 13 of 14 The Parties have executed this Agreement as of the Effective Date. The persons whose signatures appear below certify that they are authorized to sign on behalf of the respective Party. CITY OF DUBLIN CALLANDER ASSOCIATES Linda Smith, City Manager Brian Fletcher, President Attest: Consultant's DIR Registration Number (if applicable) Marsha Moore, City Clerk Approved as to Form: City Attorney 3070368.1 Consulting Services Agreement between City of Dublin and Callander Associates for On -Call Architect Services July 1, 2020 Page 14 of 14 EXHIBIT A SCOPE OF SERVICES The City shall require on -call landscape architect services on various parks and facilities throughout the City. Work on such projects shall include, but is not limited to: • Development of conceptual plans and construction documents. • Review of the Parks and Recreation Master Plan and other related planning documents. • Evaluation of existing inventory of park and recreational facilities. • Assessment and prioritization of recreational needs of the community. • Review of Site topographic survey. • Preparation of opportunities and constraints map of the site. • Preparation of preliminary design alternatives for the site. • Preparation of phasing plan for the park if needed, which identifies logical phases for development of the park and designates the park and recreational amenities which will be included in each phase. • Preparation of cost estimates for the proposed project from conceptual design through construction document preparation. • Facilitation of public input processes including meetings with stakeholders, Parks and Community Services Commission and City Council. • Preparation of construction documents including plans and specifications in accordance with local, state and federal codes and standards. • Hiring of technical experts via subconsultants for completion of tasks identified in scopes of work. Consulting Services Agreement between City of Dublin and July 1, 2020 Callander Associates for On -Call Architect Services Exhibit A — Page 1 of 1 EXHIBIT B COMPENSATION SCHEDULE & REIMBURSABLE EXPENSES Hourly Rates for FY 2020/21 (July 1 — June 30) Principal $210/hour Senior Associate $192/hour Associate $182/hour Construction Manager $161/hour Senior Project Manager $165/hour Project Manager 1 $158/hour Project Manager 2 $149/hour Job Captain $138/hour Designer 1 $130/hour Designer 2 $118/hour Assistant Designer $105/hour Accounting $160/hour Senior Project Administrator $121/hour Project Administrator $108/hour • Subconsultant rate markup shall be no greater than 10%. • Reimbursables shall be limited to no greater than 10% above cost for printing and copying; and IRS set mileage reimbursement (IRS Mileage Rate for 2020: $.575) • Please note, all other reimbursable expenses are built into rates, identified above. • Rate increases must be submitted by June 1st of each year, by Consultant, in order to be effective July 1st. Rate increase requests will not be accepted past August of each year. Rate increases may not exceed 3%, and shall be based on the April, 12 month change, of the Annual San Francisco Bay Area Consumer Price Index (CPI). • Invoices shall be submitted electronically to: r winvoicesna.dublin.ca.aov no more than once monthly and as work is completed. Please be sure to list the Development Code for each project or the CIP project number, for all charges on each invoice. • Reporting requirements submitted monthly with each invoice shall include a cumulative total of each staff members hours be listed on each invoice. Consulting Services Agreement between City of Dublin and July 1, 2020 Callander Associates for On -Call Architect Services Exhibit B — Page 1 of 1 EXHIBIT C INDEMNIFICATION A. Consultant shall, to the extent permitted by law, including without limitation California Civil Code 2782 and 2782.8, indemnify, hold harmless and assume the defense of, in any actions at law or in equity, the City, its employees, agents, volunteers, and elective and appointive boards, from all claims, losses, and damages, including property damage, personal injury, death, and liability of every kind, nature and description, arising out of, pertaining to or related to the negligence, recklessness or willful misconduct of Consultant or any person directly or indirectly employed by, or acting as agent for, Consultant, during and after completion of Consultant's work under this Agreement. B. With respect to those claims arising from a professional error or omission, Consultant shall defend, indemnify and hold harmless the City (including its elected officials, officers, employees, and volunteers) from all claims, losses, and damages arising from the professionally negligent acts, errors or omissions of Consultant, however, the cost to defend charged to Consultant shall not exceed Consultant's proportionate percentage fault. C. Consultant's obligation under this section does not extend to that portion of a claim caused in whole or in part by the sole negligence or willful misconduct of the City. D. Consultant shall also indemnify, defend and hold harmless the City from all suits or claims for infringement of any patent rights, copyrights, trade secrets, trade names, trademarks, service marks, or any other proprietary rights of any person or persons because of the City or any of its officers, employees, volunteers, or agents use of articles, products things, or services supplied in the performance of Consultant's services under this Agreement, however, the cost to defend charged to Consultant shall not exceed Consultant's proportionate percentage fault. Consulting Services Agreement between City of Dublin and July 1, 2020 Callander Associates for On -Call Architect Services Exhibit C — Page 1 of 1 EXHIBIT D CONFLICT OF INTEREST Consultant confirms the ability to meet the City of Dublin's Conflict of Interest requirements as specified in the City's RFP. Consultant is not aware of any recent, current or anticipated contractual obligations which will pose a potential conflict of interest with the work on this project. Consultant agrees that, for the term of this agreement, no member, officer or employee of the City of Dublin, or a public body within Alameda County or member of delegate to the Congress of the United States, during his/her tenure of for one year thereafter, shall have any direct interest in the contacts or any direct or material benefit arising therefrom. Consulting Services Agreement between City of Dublin and July 1, 2020 Callander Associates for On -Call Architect Services Exhibit D — Page 1 of 1 CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND GATES AND ASSOCIATES FOR ON -CALL LANDSCAPE ARCHITECT SERVICES THIS AGREEMENT for consulting services is made by and between the City of Dublin ("City") and Gates and Associates ("Consultant") (together sometimes referred to as the "Parties") as of July 1, 2020 (the "Effective Date"). 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 Effective Date and shall end on June 30, 2023, the date of completion specified in Exhibit A, and Consultant shall complete the work described in Exhibit A on or before 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 referenced in Section 8. Notwithstanding the foregoing this Agreement may be extended on a month to month basis for up to 6 months upon the written consent of the Consultant and the City Manager, provided that: a) sufficient funds have been appropriated for such purchase, b) the price charged by the Consultant for the provision of the serves described in Exhibit A does not increase. None of the foregoing shall 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. 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 Subsection 1.2 above and to satisfy Consultant's obligations hereunder. Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed One Million Dollars ($1,000,000), 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 Consulting Services Agreement between City of Dublin and Gates and Associates for On -Call Architect Services July 1, 2020 Page 1 of 14 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 in writing, Consultant shall not bill City for duplicate services performed by more than one person. Consultant and City acknowledge and agree that compensation paid by City to Consultant under this Agreement is based upon Consultant's estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Consultant. Consequently, the Parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement. 2.1 Invoices. Consultant shall submit invoices, not more often than once a month during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. No individual performing work under this Agreement shall bill more than 2,000 hours in a fiscal year unless approved, in writing, by the City Manager or his/her designee. Invoices shall contain the following information: ■ Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.; ■ The beginning and ending dates of the billing period; • A 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; • A copy of the applicable time entries or time sheets shall be submitted showing the following: o Daily logs of total hours worked by each individual performing work under this Agreement o Hours must be logged in increments of tenths of an hour or quarter hour o If this Agreement covers multiple projects, all hours must also be logged by project assignment o 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; ■ The Consultant's signature; • Consultant shall give separate notice to the City when the total number of hours worked by Consultant and any individual employee, agent, or subcontractor of Consultant reaches or exceeds 800 hours within a 12-month period under this Agreement and any other agreement between Consultant and City. Such notice shall include an estimate of the time necessary to complete work described in Exhibit A and Consulting Services Agreement between City of Dublin and Gates and Associates for On -Call Architect Services July 1, 2020 Page 2 of 14 the estimate of time necessary to complete work under any other agreement between Consultant and City, if applicable. 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 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 compensation schedule attached hereto as Exhibit B. 2.6 Reimbursable Expenses. Reimbursable expenses are specified in Exhibit B. 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 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 Consulting Services Agreement between City of Dublin and Gates and Associates for On -Call Architect Services July 1, 2020 Page 3 of 14 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 fully executing this Agreement, Consultant, at its own cost and expense, unless otherwise specified below, shall procure the types and amounts of insurance listed below 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. Consistent with the following provisions, 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, and that such insurance is in effect prior to beginning work. 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 or proposal. 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 to City that such insurance is in effect. VERIFICATION OF THE REQUIRED INSURANCE SHALL BE SUBMITTED AND MADE PART OF THIS AGREEMENT PRIOR TO EXECUTION. Consultant shall maintain all required insurance listed herein for the duration of this Agreement. 4.1 Workers' Compensation. 4.1.1 General Requirements. 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 $1,000,000 per accident. In the alternative, Consultant may rely on a self-insurance program to meet these 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 California Labor Code shall be solely in the discretion of the Contract Administrator. The Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor of the entity for all work performed by the Consultant, its employees, agents, and subcontractors. 4.1.2 Submittal Requirements. To comply with Subsection 4.1, Consultant shall submit the following: Consulting Services Agreement between City of Dublin and Gates and Associates for On -Call Architect Services July 1, 2020 Page 4 of 14 a. Certificate of Liability Insurance in the amounts specified in the section; and b. Waiver of Subrogation Endorsement as required by the section. 4.2 Commercial General and Automobile Liability Insurance. 4.2.1 General Requirements. Consultant, at its own cost and expense, shall maintain commercial general liability insurance for the term of this Agreement in an amount not less than $1,000,000 and automobile liability insurance for the term of this Agreement in an amount not less than $1,000,000 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 (most recent edition) covering comprehensive General Liability on an "occurrence" basis. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001, Code 1 (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 a certified endorsement to the policy: a. The Insurance shall cover on an occurrence or an accident basis, and not on a claims -made basis. b. City, its officers, officials, employees, and volunteers are to be covered as additional insureds as respects: liability arising out of work or operations performed by or on behalf of the Consultant; or automobiles owned, leased, hired, or borrowed by the Consultant. c. Consultant hereby agrees to waive subrogation which any insurer or contractor may require from vendor by virtue of the payment of any loss. Consultant agrees to obtain any endorsements that may be necessary to effect this waiver of subrogation. d. For any claims related to this Agreement or the work hereunder, the Consultant's insurance coverage shall be primary insurance as respects Consulting Services Agreement between City of Dublin and Gates and Associates for On -Call Architect Services July 1, 2020 Page 5 of 14 the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Consultant's insurance and shall not contribute with it. 4.2.4 Submittal Requirements. To comply with Subsection 4.2, Consultant shall submit the following: a. Certificate of Liability Insurance in the amounts specified in the section; b. Additional Insured Endorsement as required by the section; c. Waiver of Subrogation Endorsement as required by the section; and d. Primary Insurance Endorsement as required by the section. 4.3 Professional Liability Insurance. 4.3.1 General Requirements. Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than $2,000,000 covering the licensed professionals' errors and omissions. Any deductible or self -insured retention shall not exceed $150,000 per claim. 4.3.2 Claims -Made Limitations. The following provisions shall apply if the professional liability coverage is 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 5 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 shall purchase an extended period coverage for a minimum of 5 years after completion of work under this Agreement. d. A copy of the claim reporting requirements must be submitted to the City for review prior to the commencement of any work under this Agreement. 4.3.3 Additional Requirements. A certified endorsement to include contractual liability shall be included in the policy. Consulting Services Agreement between City of Dublin and Gates and Associates for On -Call Architect Services July 1, 2020 Page 6 of 14 4.3.4 Submittal Requirements. To comply with Subsection 4.3, Consultant shall submit the Certificate of Liability Insurance in the amounts specified in the section. 4.4 All Policies Requirements. 4.4.1 Acceptability of Insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A:VII. 4.4.2 Verification of Coverage. Prior to beginning any work under this Agreement, Consultant shall furnish City with complete copies of all Certificates of Liability Insurance delivered to Consultant by the insurer, including complete copies of all endorsements attached to the policies. All copies of Certificates of Liability Insurance and certified endorsements shall show the signature of a person authorized by that insurer to bind coverage on its behalf. If the City does not receive the required insurance documents prior to the Consultant beginning work, it shall not waive the Consultant's obligation to provide them. The City reserves the right to require complete copies of all required insurance policies at any time. 4.4.3 Deductibles and Self -Insured Retentions. Consultant shall disclose to and obtain the written 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. At the option of the City, either: the insurer shall reduce or eliminate such deductibles or self -insured retentions as respects the City, its officers, employees, and volunteers; or the Consultant shall provide a financial guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claim administration and defense expenses. 4.4.4 Wasting Policies. No policy required by this Section 4 shall include a "wasting" policy limit (i.e. limit that is eroded by the cost of defense). 4.4.5 Endorsement Requirements. Each insurance policy required by Section 4 shall be endorsed to state that coverage shall not be canceled by either party, except after 30 days' prior written notice has been provided to the City. 4.4.6 Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 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: Consulting Services Agreement between City of Dublin and Gates and Associates for On -Call Architect Services July 1, 2020 Page 7 of 14 • 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. Refer to the attached Exhibit C, which is incorporated herein and made a part of this Agreement. 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. This Agreement shall not be construed as an agreement for employment. 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 Subsection 1.3; however, otherwise City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Contractor further acknowledges that Contractor performs Services outside the usual course of the City's business; and is customarily engaged in an independently established trade, occupation, or business of the same nature as the Contractor performs for the City, and has the option to perform such work for other entities. 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 Not an 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 and regulations applicable to the performance of the work hereunder, including but not limited to, the California Building Code, the Americans with Disabilities Act, and any copyright, patent or trademark law. Consultant's failure to comply with any law(s) or Consulting Services Agreement between City of Dublin and Gates and Associates for On -Call Architect Services July 1, 2020 Page 8of14 regulation(s) applicable to the performance of the work hereunder shall constitute a breach of contract. 7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Consultant and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. 7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. 7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate, on the basis of a person's race, sex, gender, religion (including religious dress and grooming practices), national origin, ancestry, physical or mental disability, medical condition (including cancer and genetic characteristics), marital status, age, sexual orientation, color, creed, pregnancy, genetic information, gender identity or expression, political affiliation or belief, military/veteran status, or any other classification protected by applicable local, state, or federal laws (each a "Protected Characteristic"), 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 include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement. Section 8. TERMINATION AND MODIFICATION. 8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant. Consultant may cancel this Agreement upon 30 days' written notice to City and shall include in such notice the reasons for cancellation. In the event of termination, Consultant shall be entitled to compensation for services performed to the effective date of termination; City, however, may condition payment of such compensation upon Consultant delivering to City any or all documents, photographs, computer software, video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or the City in connection with this Agreement. Consulting Services Agreement between City of Dublin and Gates and Associates for On -Call Architect Services July 1, 2020 Page 9 of 14 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 obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. 8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, City's remedies shall include, but are not limited to, the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement; 8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant; or 8.6.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work. Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant's Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, Consulting Services Agreement between City of Dublin and Gates and Associates for On -Call Architect Services July 1, 2020 Page 10 of 14 records, files, or any other documents or materials, in electronic or any other form, that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Consultant hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both Parties. 9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of 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 Subsection 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 $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 3 years after final payment under the Agreement. Section 10. MISCELLANEOUS PROVISIONS. 10.1 Attorneys' Fees. If a party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement, the Parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Alameda or in the United States District Court for the Northern District of California. 10.3 Severabilitv. 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 Gates and Associates for On -Call Architect Services July 1, 2020 Page 11 of 14 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the Parties. 10.6 Use of Recycled Products. Consultant shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. 10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Consultant in a "conflict of interest," as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq. Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Section 1090 et seq. Consultant hereby warrants that it is not now, nor has it been in the previous 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 12 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 California Government Code Section 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 California Government Code Section 1090 et seq., and, if applicable, will be disqualified from holding public office in the State of California. At City's sole discretion, Consultant may be required to file with the City a Form 700 to identify and document Consultant's economic interests, as defined and regulated by the California Fair Political Practices Commission. If Consultant is required to file a Form 700, Consultant is hereby advised to contact the Dublin City Clerk for the Form 700 and directions on how to prepare it. 10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus group, or interview related to this Agreement, either orally or through any written materials. 10.9 Contract Administration. This Agreement shall be administered by the City Manager ("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee. Consulting Services Agreement between City of Dublin and Gates and Associates for On -Call Architect Services July 1, 2020 Page 12 of 14 10.10 Notices. Any written notice to Consultant shall be sent to: Gates & Associates Attn: Casey Case 2671 Crow Canyon Road San Ramon, CA 94583 Any written notice to City shall be sent to: City of Dublin Attn: Nancy Nelson 100 Civic Plaza Dublin, CA 94568 10.11 Integration. This Agreement, including the scope of work attached hereto and incorporated herein as Exhibits A, B, C and D represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral. Exhibit A Scope of Services Exhibit B Compensation Schedule & Reimbursable Expenses Exhibit C Indemnification Exhibit D Conflict of Interest 10.12 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement. 10.13 Certification per Iran Contracting Act of 2010. In the event that this contract is for one million dollars ($1,000,000.00) or more, by Consultant's signature below Consultant certifies that Consultant, and any parent entities, subsidiaries, successors or subunits of Consultant are not identified on a list created pursuant to subdivision (b) of Section 2203 of the California Public Contract Code as a person engaging in investment activities in Iran as described in subdivision (a) of Section 2202.5, or as a person described in subdivision (b) of Section 2202.5 of the California Public Contract Code, as applicable. SIGNATURES ON FOLLOWING PAGE Consulting Services Agreement between City of Dublin and Gates and Associates for On -Call Architect Services July 1, 2020 Page 13 of 14 The Parties have executed this Agreement as of the Effective Date. The persons whose signatures appear below certify that they are authorized to sign on behalf of the respective Party. CITY OF DUBLIN GATES AND ASSOCIATES Linda Smith, City Manager Casey Case, Managing Partner Attest: Consultant's DIR Registration Number (if applicable) Marsha Moore, City Clerk Approved as to Form: City Attorney 3070368.1 Consulting Services Agreement between City of Dublin and Gates and Associates for On -Call Architect Services July 1, 2020 Page 14 of 14 EXHIBIT A SCOPE OF SERVICES The City shall require on -call landscape architect services on various parks and facilities throughout the City. Work on such projects shall include, but is not limited to: • Development of conceptual plans and construction documents. • Review of the Parks and Recreation Master Plan and other related planning documents. • Evaluation of existing inventory of park and recreational facilities. • Assessment and prioritization of recreational needs of the community. • Review of Site topographic survey. • Preparation of opportunities and constraints map of the site. • Preparation of preliminary design alternatives for the site. • Preparation of phasing plan for the park if needed, which identifies logical phases for development of the park and designates the park and recreational amenities which will be included in each phase. • Preparation of cost estimates for the proposed project from conceptual design through construction document preparation. • Facilitation of public input processes including meetings with stakeholders, Parks and Community Services Commission and City Council. • Preparation of construction documents including plans and specifications in accordance with local, state and federal codes and standards. • Hiring of technical experts via subconsultants for completion of tasks identified in scopes of work. Consulting Services Agreement between City of Dublin and July 1, 2020 Gates and Associates for On -Call Architect Services Exhibit A — Page 1 of 1 EXHIBIT B COMPENSATION SCHEDULE & REIMBURSABLE EXPENSES Gates and Associates: Hourly Rates for FY 2020/21 (July 1 — June 30) Partner Principal Associate Principal Senior Associate Job Captain Sr. Irrigation Designer Irrigation Design Technician Sr. Visual Communications Designer Community Outreach Coordinator Marketing Coordinator Administrative/Drafter SUBCONSULTANT RATES: BKF RATES: $190.00 - $220.00 $160.00 - $190.00 $140.00 - $160.00 $130.00 - $140.00 $120.00 - $130.00 $145.00 - $165.00 $95.00 - $110.00 $130.00 - $150.00 $145.00 - $170.00 $95.00 - $140.00 $90.00 - $120.00 INTERFACE ENGINEERING Principal: $280/Hour Associate Principal: $230/Hour Associate/Sr. Engineer -Designer III: $210/Hour Sr. Engineer -Designer II: $180/Hour Sr. Engineer -Designer I: $155/Hour Engineer -Designer III: $145/Hour Designer II: $125/Hour Designer I: $120/Hour Revit Lead: $110/Hour Drafter-Revit: $105/Hour Administrative: $80/Hour PROJECT MANAGEMENT Principal/Vice President $251.00 Senior Associate/Vice President $225.00 Associate $219.00 Senior Project Manager 1 Senior Technical Manager $214.00 Project Manager I Technical Manager $209.00 Engineering Manager 1 Surveying Manager 1 Planning Manager $193.00 TECHNICAL STAFF Consulting Services Agreement between City of Dublin and July 1, 2020 Gates and Associates for On -Call Architect Services Exhibit B — Page 1 of 5 Senior Project Engineer I Senior Project Surveyor l Senior Project Planner $179.00 Project Engineer I Project Surveyor l Project Planner $157.00 Design Engineer l Staff Surveyor l Staff Planner $137.00 BIM Specialist I, II, III $137.00 - $157.00 - $179.00 Technician I, II, III, IV $130.00 - $139.00 - $152.00 - $164.00 Drafter 1, 11, 111, IV $102.00 - $112.00 - $121.00 - $135.00 FIELD SURVEYING Survey Party Chief $179.00 Instrumentman $154.00 Survey Chainman $116.00 Utility Locator I, II, III, IV $93.00 - $132.00 - $158.00 - $180.00 Apprentice I, II, III, IV $71.00 - $95.00 - $105.00 - $111.00 CONSTRUCTION ADMINISTRATION Senior Consultant $234.00 Senior Construction Administrator $203.00 Resident Engineer $151.00 Field Engineer 1, 11, 111 $137.00 - $157.00 - $179.00 ASSISTANTS Project Assistant $84.00 Engineering Assistant I Surveying Assistant l Planning Assistant $82.00 Clerical l Administrative Assistant $70.00 Consulting Services Agreement between City of Dublin and July 1, 2020 Gates and Associates for On -Call Architect Services Exhibit B - Page 2 of 5 BSK RATES: C►71ar�:, x�a[ 5 rAI•f r huI..l sr,lur NA:. Acrid Proms IruFn.ia,a u frur.I FrJFrmslannl I S1afr Pm.Imam na S4 dT F.-mindvrd Sr.drrm G15 GIS 11rrdallii Irrdo.ur5pa,dle II Ldeimelm ' Ir.ld'u7 h {.4Ti Pre.a. dmneelwr EO[iV'MEkF N,.ka t,k�cr IL+EI L, Ir CM.. wow Egr4n.nr. 6rrl lwaun stir rude G6rr1 Ptiai Leal Empipn•nI limn! FEL• Lumen f P.Jrrr,.lr Iy.rl .Ryln •;6q1 1'.r.- II}.Ii LS,:ILnk r;r• .Idn nod Iru 01.4E4 IMPEL Supplb. F..'r.. ullubwitniemIPi 4.1I Ma'uar1•' I.nI 12n61r IG-I( uiM1lrwnrin IL1EO .415iuYsulCrF Nan Liitit ►f)<S LIFO ;h'�•.I� L f+1 IF+..I ii AN, Skt F1 IFr„F..rl 1�9 I ,alrsil Lburf?F*u FAUI.MlI LEI1 If•rul•'-L1 N,wuq apal 5hdr Ii•11.4•ziI i. l 313 Il ru 1•.6 AMES Muiwi♦ h -FRE.1(14•r h ,a,ssb i ik.{am} 3CKS Ira Lrtr..r fm.kr{ur4.x S1ar,erJ rlair. a• I..3TM US.1Tt* M.tln.l h rr'f 1• 1'.3 i 11.51}!�'h.ISHTS.Ip rAwm.d h ...stn., 6' "ram 14LTM fit S ?Amu MYSIIIL ..n 6nrshr IC( hid CernH. .,nayria Lover !,ralysa vrr s4aah •:41:110 t1121i mhos PAR) 5./Ash. Ira ;4TY.7 D'ILAO F nanrir 1niFpa:AITh1 01d2} t,c clr rrrd .-ula. Ga3TM T14. 21} Sip.lhi. Ginn. cml hall I/6TM 118Sa1 ✓ aud Cla slr ulhn 'ELT M •01•41 •rJ Eq.na.n1 {ALT1,1 [I 41 I 94 Cimmims In Sul !AVM DIVA} Attrebeno rrr.Y./!rd halt! fldalry I.,J.• {!.€Tk1 NAM! Shill.cnrOwls u r $1.11PIPS11,4 bimEwa. :tilra of Su4 PAK Nu 25¢ 144,i our Elsrr.kr Fa 1uL. L.rdgi hived. taol•,e of iulh IroT116121.* ' le Winn Newrisrlivel R.ydur ui 3liti ItirJ,w u' T.udd Mal nlah ILT 3611} ccrmundulla, Fui. • ,.sld.dv, I�.SFMLM.3SI scld.I;u:. E. Ir. Palle I.551M 62i351 :,alhpan rilriroal uh iamb $145Tht 624351 11r111tdr2 :ar.i.sld.dvr IMTIL3 U7435I • L r',u Swd'urx•l.jLsrki tul$461 $ 23061 5 21.6.05 5 1Milel $ 131.f8 164.6} $ 131.66 $ 1a7.6} 5 13t.6} 5 95.6G $ 90.40 3 52 $ 5au $ 105.06 Acton 5 53.66 $.i10 $ 2£3A} $ 2L3.Ilb 525.66 5 53.60 $ Sa,W $ 53.60 $ mt.u6 5 air, $ 53.66 $ 53AD 5 53.66 $ $ 505.06 $ 53.6} $ im 6 $ 244n $ 21 k6o 5 25466 $ 1as.dd 5 17a6} } 232.6G $ a5'4.6v 5 1fab.6} $ 130.i6 $ 142.6} $ 227.i6 5 2is.u6 5 Si.66 $ #i11u6 1Ed.66 $ 4i3.6} 5 5au6 $ 2i1.66 $ 3f>aA1} $ 135.66 3IA0 fflti Ligi nFli MAZE! Fuld kpn-.♦>Lw {Irma 2 • Sp•.id lmP•uur Li up 3 . Eryfen•ni T..Lo.Jei {Group 4. rriklikun IifmaPado SuirliY r rvhnb., torn 6tini Tw3 ,IJn, Flamm FlEitmE To[nj T•doldkn LmplrH pr fi rrnprnl.mnr F1.ivn. L.Lvolvr r•JcIJm I?�I.Lrwr s,aput tit1d 8f UM1Kaa 11:0 [8 rt'irLrl{Laryy1Y41{t} Fled Wan •urn u Lu a Iron. Fold wart 4uhi a ram 6 I.rus F:Id wart c,., 9 burr. mlarrw Whims ar.1 von Lili ti s.•Irr1 rhM?411(1.11 �u rMi,Irl�LI Li ...Fr3 ihlfr ih,m"y dim (n.•• rk prAum.11 impliespiludmlun erk/ilitiVALumG 4 EAAalWIFR.arltw fT Es j11et3roFrlkJ faiw dPrind 1 pftuplo b NuII•Ftrimmdl.r trflll'.J P 1d J LK1 Upland meeriu.mrr MnyamrnLJ( plir,aFeria. 4ddld..aal u.P Tre.,a.r .. 015r fernpJYmrtuAtream Fddldr.d Spc,• F,wnr.. is ,. pJI•d IRlrYipcuOAilfS Miami lam Wen PE rfre Io is .Call Erl• Tell Padua. Fn. inlmummukumnPulEnnEwin i.n1'a• w.rd.ns, MI Imponsw Pr' .meanLsD•tiani,d L11R kln,I,Luallur Fio R,¢.1 saw p(9 I T eYT! co# ErQl.o Rothe raSllt LisR.1006L IaS17n Oulu u...ur1u T 73'1I Ltk .L 95% IUT rat M EAA rw 6a5HTU ".l301 Pwri ibTtrr &ra Amid 'r1rII PE (wi1W. Dit .L, FLaL.. wan I1.i-.YAlq IwihM asemhi frw.4Jm Flrrw•1 Irhu ;asTM Ld61h1I SEP camaMby Falb Mi,he.m Ir.ul.,iry of ,.L ICT 6431 p1i i,i.LJ. Surzu. Ir,m d.. d SOWN U.Jrrun i.A 3EP comma rear, Finn. "inn Wrd,n I - TFA r15t61 wkvrgLCryir1lAlnalm OLIN 05591 Flwia.T1•. a Yr.neH 6r.4y TEL s,a'-Err•nl trfaprwako Ir'sNM Lr1e337 uimril Lindul lial ummL IrPr1 tadlal LV6rr SEnpk hupr•Lun Cunt 1..1 0aprr.d,n Ii € T M Fnlde 6Fsprnlun Tiet,xTMI Sind 6.o p LAW •0an IASTM 01M16:• lAc d tEmpronlon I_{, eeOl M CdEzimm.wn (Eine 1)2i6F1) ll.er raw MEd sh.r, undr,un.rd Intl M 63t64I 61r•U Ulan, RenddrJ±a611.1 UMW Tr1..ul tr.-pia.urr Trsdhi Consulting Services Agreement between City of Dublin and July 1, 2020 Gates and Associates for On -Call Architect Services Exhibit B - Page 3 of 5 ESK ENGINEERS . rr ,, I'LOS abbiA fdUM ,1mim aih+tkCovera+firmIASPACLIII 91.s. M. ltr Flimmta Mai tlm kiln tJIGwoF.. rmnimm fASTT.t fii Smirk Lii.atr.jAk.aplkri{UTP1I Sp.JrkLilnlhdown (2LiTJNb3131 {kir& Writ." 408Tt1 I+ li Lrhp.�FrldF. F.91.1.'$dGTM Ci4T a 411 awl Soh iiud{iSTN Li477i1. R,. A .p.1>r Om [dmin IAMAMI 1:14) Mom!. C., Urn! %SW Adm-rmas 0311 Air dmimJARion!.IA3TMia31j iCraim Lr u4 panlr L.�r3id {,tiiiri{1h SidmanSJrd. Um-minm. Ski.fAiTMI7til Sudrth! Sul r.lr 3w.lum Mix imp 'ism LyL1 Fl.lr.. hirslar Sirof Sid 1.'tS TTA UM awn] Egrtd.rrl •%S1 M EPA 19 sattT 117 Nimbi kI maim ILT LIJI Cimmm...9019J■ niAmr7Ym Iu 1271 om.ir-?As1 ILU1n C14L12 MI �[Umind plldoIC1ail LiihTmrsidPim12.5TM:23� N 07 klufASfTiur MP LY.Mn. M4EFM kllt Lopata ',Arad Alf MLr d.Mut 5upn pima i L.dhmn OAF 54111r..11er! • AM; • Immrpmpri. Lilu rr rtudruiundmiip hlrpnn+mf£aMro Wth M.Lvm1 TaaJ1� - rrdblaltc r,r IL.LL.rr.dfu444Wu-Ad hJdL.wrlFr. Im.Lul[ MA'm.I rlmi Nisam riiil fords, barn pad., IMSh1L} Ti1J} 1kiIasireIn{rilriup{asailUM! ALjOVA Lmmilt IA.TH 0717J:JLT9t2} fIC CdlmbFlinda ! f, .S110 6ti.t+i7 f CFi12 J 0d61411 13d I kirillrl. Unload isphAb gi 37d{ 4 rl.dat Jac1}r! fr�la WWI L1544 J 1ihilLrp isi L.r„p.1myT9 . L1andil11iA&Imam%ft3d#J :I.4lrr.lm 4dm :L! lhSJ J4ASHfI T3r�r L U. ip.d! frmaLp IASTIQ E2i1i 1 h i CdrrSrmile rrir. - YLl.dllh timid Ql id.1/h T1T Jif 1J4. Jouhr ihm r.WhW. RAY FM WOW Tomlin Shwq}L Aaim {&ASH1IJ TT53I NicmthriV.pmsu,rmoL e. LT sag} 4L S,u fm. AL-1 s.m, {{r JL,JII id. h.Lm,.d ]1rr IMEM {lug. •-Lih j li...m M..r,mm ortrr ICT 515} Marital Stahl!... Plum Arm oar) LakuIrt,JM4arrlmr. r7.dLM ILT 314� Mr.tr1Minimum Lu.u.[i,5.11151 F.IiITMflYihS} Eno r.htah rrf FL Luin Thki ma. urJlti m -a AL Tma4u-- h FSwham!! ASTM 4+du7 AL TmaAiSbmilleh Lib Mlmd AS1I CAW PaStiP 7tt2A+'u ifFQ Ior.JI L [mai d h.h.r, LLt3-•JfLI T.rrk JI Ed d Air, d- *Li E DdT.a8fALlri 90.hd 'Ninth. Podrr {tT iWl T.rdlhl Told W4 J.d SLTtr F. Faux= Ernd r.L orwddnI 114r F.Irk .461. 'IA1..Fdrr4 ITLa,_, r.md. rid Fbnmaim J lsrM J.IJ.h o,,Itta1I FTc M.p.lallm $ ri ad 3 MUD Yli P 16.110 5 WAD $ &Lib S fiSAd $ irk -Lb 5 MVO" $ 144470 $ 217.05 51M $ ii220 5 M3.135 $ iTu35 $ S5'x1i} Ca.611 $ 197.Iri $ 232.fb $ :TLtii $ 322.13, $ 31tLdd 3 310.07 $ :LOW) $ 5�T5t17d $ L5A1b 1,10M515 $ 112.0a $ ti.hb .5 MA; $ ii.Ln $ lE2.fb iklub $ 351k176 $ Lou!) 3 2iLit, $ $-19tfb $ iEd.fr. $ ihS.137 25'JLU6 $ ifd.fln $ Jiil.Ib $ .Lti iTLED $ SSi.LU 5 UM $ 522 06 QL1 1 00TE MANI 2ELEd Crawl CKSTII tmEel id Tmi ¢rSTi1 Ia144 3e li mile IASTM ti ij Sod fktiwary oriinirirdkIIt ri'IM1i71j Lklrl 5trhkq.5r of!W a USTI FonprdYtr TriL ofL.rhit.L. • 1I .Ti1 Cam] iartpriilcm T.ir Lhlsa.M • 4IA8TM CV] talspubbla TrLdtar.IMlfll:#21 Pimmimikind` . .>.i lq [srtyti'.sNn5n.L J ShddMr PrL.d r}u radray -h.. - GLSFMaksl Fb1Lr Tsr[ Pat !Wu jASTYJJeI • Tnri3i SA mish aT C.iJrY 1FLL1i1 tali 6ntti1' wisLL[Nh+iatrrnl mi ruh7J '/r Ira IYiI,Tvm6irndriF 71Fi f ' 9I,C.a. F1Imm , tb, ryJl IASTMCL7i} Lump. Kuhn SH.Iyth d 6a.nli. LurnJ.d r.r1 EY2� L oh pip!.&,5laionrlr.{ASTIDEVI .1..J L.rim urtmn .L.IJSTIWU:AM1 LyLhti. M.Id. im.Jn 31:ma . d rmM1Y 1411m23. rd hv.1Jrmr il5 gmp. kx orua. L.ik.. Ch k nd1 KJl M6it t..la sprl. sir_ urnd.tLarti L+.tiil'l, �u11s1a; L diL Sul?1dt■�wn'_,r.tuni. :J•,.I k.•ukrrr, iiiSilfUl7 tom= Cr Am ttmrr ifib F 5.p 4SM1 La np.•.L.. lal 1'imr.. Lurn.rmu,a lol [impala 1 %1J 1 1J n 5pdrk {swok! ■na IJra Yr.yha Mldlui. ;.admr LommmaJm 1. . Mammal Vt,kt khSrf.Yf34Ij wikr, tanlanr 4S1ld Wa1 LitrrL, iiiInki♦.1 'M 0121} Pf irlri Lax ilrmi r 11Li7i4, Mhry La, . Lw.pr.r:rlI+rJLrr TiLl llltl. kR1 Counter im Toni J5rki fmh 2fSTI4 t ?] iLa.ptirl J UM MS. of kid y45T%1 C57} Lorhpl.dta 1mL(dvui gm of 3 tr Limn pr.dm 1m1 WAN! 161 d3. AI iiitho.15A4A!1t>YJL'7t Mi1AT I f Fd w 4Yddc f hoadltl. tiJ.ltl.t I>�td�i.lYrl rd:w Fd41.1.r.JrN I 16or bi d Wok 'LOYpm 5ldrUtiL ufWakil LRAM Tsn & 1".t3 d 3trd Limper! Rind f.sr ofSim1 Cuapm Madiwlr�Lv1..I Co.nr.,} Ind I:Linn. it{ Ibcttsllrtr•Jnns 4 I..IIF•STMfLi Ib9 L+Lm1a Ladd Fri Ii.ihW+lnry }al uri; tlydrr Mrdmz I:rl d J. ItirrrlL,.JI-IL bd[ ui bpi fJAfALFCILtryiltJ L.ohd.:rrfidhmLn Fire manna Man rLala Flr4 irl.kr €k ad%f ii+`T.M Eta 5 ea0ub Wulf R } ibI.06 $ i5i.13] $ iiL13} $ ffidD $ fi65 S 7h06 $ 33SIT0 $ 36116 $ NM $ 51it $ MIA 5 $ fi31ri L1L+DTi $ ate? � 322AG5 $ 6hJO j Lrato wir $ iam a?Lft} $ WW1) $ ILL y Kcal $ i17.fd $ u3.13] 5 154.CD $ ILBd $ i.A.Od $ Wit QLOTE EPS 61.fA $ Y.ddb 5 tun $ F1,LA $ Ogle! ifb.[o � iiS.Lu $ LOil35 01.01) 14616 $ 3SI[J $ Sa.fri Consulting Services Agreement between City of Dublin and July 1, 2020 Gates and Associates for On -Call Architect Services Exhibit B - Page 4 of 5 PEOPLES ASSOCIATES Engineering Services Principal/Engineering Manager $ 220.00 per hour Senior Project Manager $ 195.00 per hour Project Manager $ 175.00 per hour Senior Structural Engineer $ 175.00 per hour Project Structural Engineer 3 $ 160.00 per hour Project Structural Engineer 2 $ 155.00 per hour Project Structural Engineer 1 $ 150.00 per hour Project Engineer 3 $ 140.00 per hour Project Engineer 2 $ 130.00 per hour Project Engineer 1 $ 120.00 per hour Assistant Engineer 3 $ 115.00 per hour Assistant Engineer 2 $ 110.00 per hour Assistant Engineer 1 $ 105.00 per hour Engineering Technician $ 80.00 per hour BIM Services BIM Manager $ 175.00 per hour Senior BIM Engineer $ 165.00 per hour BIM Engineer $ 155.00 per hour BIM Project Coordinator $ 145.00 per hour BIM Technician $ 100.00 per hour Technical Services CAD Manager $ 150.00 per hour Senior CAD Drafter 2 $ 135.00 per hour Senior CAD Drafter 1 $ 120.00 per hour CAD Drafter 4 $ 110.00 per hour CAD Drafter 3 $ 100.00 per hour CAD Drafter 2 $ 95.00 per hour CAD Drafter 1 $ 90.00 per hour CAD Technician $ 75.00 per hour Administrative Assistant $ 75.00 per hour Secretarial/Clerical Assistant $ 65.00 per hour • Subconsultant rate markup shall be no greater than 10%. • Reimbursables shall be limited to no greater than 10% above cost for printing and copying; and IRS set mileage reimbursement (IRS Mileage Rate for 2020: $.575) • Please note, all other reimbursable expenses are built into rates, identified above. • Rate increases must be submitted by June 1st of each year, by Consultant, in order to be effective July 1st. Rate increase requests will not be accepted past August of each year. Rate increases may not exceed 3%, and shall be based on the April, 12 month change, of the Annual San Francisco Bay Area Consumer Price Index (CPI). • Invoices shall be submitted electronically to: pwinvoices(a�dublin.ca.gov no more than once monthly and as work is completed. Please be sure to list the Development Code for each project or the CIP project number, for all charges on each invoice. • Reporting requirements submitted monthly with each invoice shall include a cumulative total of each staff members hours be listed on each invoice. Consulting Services Agreement between City of Dublin and July 1, 2020 Gates and Associates for On -Call Architect Services Exhibit B - Page 5 of 5 EXHIBIT C INDEMNIFICATION A. Consultant shall, to the extent permitted by law, including without limitation California Civil Code 2782 and 2782.8, indemnify, hold harmless and assume the defense of, in any actions at law or in equity, the City, its employees, agents, volunteers, and elective and appointive boards, from all claims, losses, and damages, including property damage, personal injury, death, and liability of every kind, nature and description, arising out of, pertaining to or related to the negligence, recklessness or willful misconduct of Consultant or any person directly or indirectly employed by, or acting as agent for, Consultant, during and after completion of Consultant's work under this Agreement. B. With respect to those claims arising from a professional error or omission, Consultant shall defend, indemnify and hold harmless the City (including its elected officials, officers, employees, and volunteers) from all claims, losses, and damages arising from the professionally negligent acts, errors or omissions of Consultant, however, the cost to defend charged to Consultant shall not exceed Consultant's proportionate percentage fault. C. Consultant's obligation under this section does not extend to that portion of a claim caused in whole or in part by the sole negligence or willful misconduct of the City. D. Consultant shall also indemnify, defend and hold harmless the City from all suits or claims for infringement of any patent rights, copyrights, trade secrets, trade names, trademarks, service marks, or any other proprietary rights of any person or persons because of the City or any of its officers, employees, volunteers, or agents use of articles, products things, or services supplied in the performance of Consultant's services under this Agreement, however, the cost to defend charged to Consultant shall not exceed Consultant's proportionate percentage fault. Consulting Services Agreement between City of Dublin and July 1, 2020 Gates and Associates for On -Call Architect Services Exhibit C — Page 1 of 1 EXHIBIT D CONFLICT OF INTEREST Consultant confirms the ability to meet the City of Dublin's Conflict of Interest requirements as specified in the City's RFP. Consultant is not aware of any recent, current or anticipated contractual obligations which will pose a potential conflict of interest with the work on this project. Consultant agrees that, for the term of this agreement, no member, officer or employee of the City of Dublin, or a public body within Alameda County or member of delegate to the Congress of the United States, during his/her tenure of for one year thereafter, shall have any direct interest in the contacts or any direct or material benefit arising therefrom. Consulting Services Agreement between City of Dublin and July 1, 2020 Gates and Associates for On -Call Architect Services Exhibit D — Page 1 of 1 CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND PGA DESIGN FOR ON -CALL LANDSCAPE ARCHITECT SERVICES THIS AGREEMENT for consulting services is made by and between the City of Dublin ("City") and PGA Design ("Consultant") (together sometimes referred to as the "Parties") as of July 1, 2020 (the "Effective Date"). 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 Effective Date and shall end on June 30, 2023, the date of completion specified in Exhibit A, and Consultant shall complete the work described in Exhibit A on or before 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 referenced in Section 8. Notwithstanding the foregoing this Agreement may be extended on a month to month basis for up to 6 months upon the written consent of the Consultant and the City Manager, provided that: a) sufficient funds have been appropriated for such purchase, b) the price charged by the Consultant for the provision of the serves described in Exhibit A does not increase. None of the foregoing shall 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. 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 Subsection 1.2 above and to satisfy Consultant's obligations hereunder. Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed One Million Two Hundred Thousand Dollars ($1,200,000), 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 Consulting Services Agreement between City of Dublin and PGA Design for On -Call Architect Services July 1, 2020 Page 1 of 14 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 in writing, Consultant shall not bill City for duplicate services performed by more than one person. Consultant and City acknowledge and agree that compensation paid by City to Consultant under this Agreement is based upon Consultant's estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Consultant. Consequently, the Parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement. 2.1 Invoices. Consultant shall submit invoices, not more often than once a month during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. No individual performing work under this Agreement shall bill more than 2,000 hours in a fiscal year unless approved, in writing, by the City Manager or his/her designee. Invoices shall contain the following information: ■ Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.; ■ The beginning and ending dates of the billing period; • A 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; • A copy of the applicable time entries or time sheets shall be submitted showing the following: o Daily logs of total hours worked by each individual performing work under this Agreement o Hours must be logged in increments of tenths of an hour or quarter hour o If this Agreement covers multiple projects, all hours must also be logged by project assignment o 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; ■ The Consultant's signature; • Consultant shall give separate notice to the City when the total number of hours worked by Consultant and any individual employee, agent, or subcontractor of Consultant reaches or exceeds 800 hours within a 12-month period under this Agreement and any other agreement between Consultant and City. Such notice shall include an estimate of the time necessary to complete work described in Exhibit A and Consulting Services Agreement between City of Dublin and PGA Design for On -Call Architect Services July 1, 2020 Page 2 of 14 the estimate of time necessary to complete work under any other agreement between Consultant and City, if applicable. 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 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 compensation schedule attached hereto as Exhibit B. 2.6 Reimbursable Expenses. Reimbursable expenses are specified in Exhibit B. 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 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 Consulting Services Agreement between City of Dublin and PGA Design for On -Call Architect Services July 1, 2020 Page 3 of 14 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 fully executing this Agreement, Consultant, at its own cost and expense, unless otherwise specified below, shall procure the types and amounts of insurance listed below 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. Consistent with the following provisions, 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, and that such insurance is in effect prior to beginning work. 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 or proposal. 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 to City that such insurance is in effect. VERIFICATION OF THE REQUIRED INSURANCE SHALL BE SUBMITTED AND MADE PART OF THIS AGREEMENT PRIOR TO EXECUTION. Consultant shall maintain all required insurance listed herein for the duration of this Agreement. 4.1 Workers' Compensation. 4.1.1 General Requirements. 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 $1,000,000 per accident. In the alternative, Consultant may rely on a self-insurance program to meet these 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 California Labor Code shall be solely in the discretion of the Contract Administrator. The Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor of the entity for all work performed by the Consultant, its employees, agents, and subcontractors. 4.1.2 Submittal Requirements. To comply with Subsection 4.1, Consultant shall submit the following: Consulting Services Agreement between City of Dublin and PGA Design for On -Call Architect Services July 1, 2020 Page 4 of 14 a. Certificate of Liability Insurance in the amounts specified in the section; and b. Waiver of Subrogation Endorsement as required by the section. 4.2 Commercial General and Automobile Liability Insurance. 4.2.1 General Requirements. Consultant, at its own cost and expense, shall maintain commercial general liability insurance for the term of this Agreement in an amount not less than $1,000,000 and automobile liability insurance for the term of this Agreement in an amount not less than $1,000,000 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 (most recent edition) covering comprehensive General Liability on an "occurrence" basis. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001, Code 1 (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 a certified endorsement to the policy: a. The Insurance shall cover on an occurrence or an accident basis, and not on a claims -made basis. b. City, its officers, officials, employees, and volunteers are to be covered as additional insureds as respects: liability arising out of work or operations performed by or on behalf of the Consultant; or automobiles owned, leased, hired, or borrowed by the Consultant. c. Consultant hereby agrees to waive subrogation which any insurer or contractor may require from vendor by virtue of the payment of any loss. Consultant agrees to obtain any endorsements that may be necessary to effect this waiver of subrogation. d. For any claims related to this Agreement or the work hereunder, the Consultant's insurance coverage shall be primary insurance as respects Consulting Services Agreement between City of Dublin and PGA Design for On -Call Architect Services July 1, 2020 Page 5 of 14 the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Consultant's insurance and shall not contribute with it. 4.2.4 Submittal Requirements. To comply with Subsection 4.2, Consultant shall submit the following: a. Certificate of Liability Insurance in the amounts specified in the section; b. Additional Insured Endorsement as required by the section; c. Waiver of Subrogation Endorsement as required by the section; and d. Primary Insurance Endorsement as required by the section. 4.3 Professional Liability Insurance. 4.3.1 General Requirements. Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than $2,000,000 covering the licensed professionals' errors and omissions. Any deductible or self -insured retention shall not exceed $150,000 per claim. 4.3.2 Claims -Made Limitations. The following provisions shall apply if the professional liability coverage is 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 5 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 shall purchase an extended period coverage for a minimum of 5 years after completion of work under this Agreement. d. A copy of the claim reporting requirements must be submitted to the City for review prior to the commencement of any work under this Agreement. 4.3.3 Additional Requirements. A certified endorsement to include contractual liability shall be included in the policy. Consulting Services Agreement between City of Dublin and PGA Design for On -Call Architect Services July 1, 2020 Page 6 of 14 4.3.4 Submittal Requirements. To comply with Subsection 4.3, Consultant shall submit the Certificate of Liability Insurance in the amounts specified in the section. 4.4 All Policies Requirements. 4.4.1 Acceptability of Insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A:VII. 4.4.2 Verification of Coverage. Prior to beginning any work under this Agreement, Consultant shall furnish City with complete copies of all Certificates of Liability Insurance delivered to Consultant by the insurer, including complete copies of all endorsements attached to the policies. All copies of Certificates of Liability Insurance and certified endorsements shall show the signature of a person authorized by that insurer to bind coverage on its behalf. If the City does not receive the required insurance documents prior to the Consultant beginning work, it shall not waive the Consultant's obligation to provide them. The City reserves the right to require complete copies of all required insurance policies at any time. 4.4.3 Deductibles and Self -Insured Retentions. Consultant shall disclose to and obtain the written 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. At the option of the City, either: the insurer shall reduce or eliminate such deductibles or self -insured retentions as respects the City, its officers, employees, and volunteers; or the Consultant shall provide a financial guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claim administration and defense expenses. 4.4.4 Wasting Policies. No policy required by this Section 4 shall include a "wasting" policy limit (i.e. limit that is eroded by the cost of defense). 4.4.5 Endorsement Requirements. Each insurance policy required by Section 4 shall be endorsed to state that coverage shall not be canceled by either party, except after 30 days' prior written notice has been provided to the City. 4.4.6 Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 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: Consulting Services Agreement between City of Dublin and PGA Design for On -Call Architect Services July 1, 2020 Page 7of14 • 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. Refer to the attached Exhibit C, which is incorporated herein and made a part of this Agreement. 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. This Agreement shall not be construed as an agreement for employment. 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 Subsection 1.3; however, otherwise City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Contractor further acknowledges that Contractor performs Services outside the usual course of the City's business; and is customarily engaged in an independently established trade, occupation, or business of the same nature as the Contractor performs for the City, and has the option to perform such work for other entities. 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 Not an 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 and regulations applicable to the performance of the work hereunder, including but not limited to, the California Building Code, the Americans with Disabilities Act, and any copyright, patent or trademark law. Consultant's failure to comply with any law(s) or Consulting Services Agreement between City of Dublin and PGA Design for On -Call Architect Services July 1, 2020 Page 8 of 14 regulation(s) applicable to the performance of the work hereunder shall constitute a breach of contract. 7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Consultant and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. 7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. 7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate, on the basis of a person's race, sex, gender, religion (including religious dress and grooming practices), national origin, ancestry, physical or mental disability, medical condition (including cancer and genetic characteristics), marital status, age, sexual orientation, color, creed, pregnancy, genetic information, gender identity or expression, political affiliation or belief, military/veteran status, or any other classification protected by applicable local, state, or federal laws (each a "Protected Characteristic"), 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 include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement. Section 8. TERMINATION AND MODIFICATION. 8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant. Consultant may cancel this Agreement upon 30 days' written notice to City and shall include in such notice the reasons for cancellation. In the event of termination, Consultant shall be entitled to compensation for services performed to the effective date of termination; City, however, may condition payment of such compensation upon Consultant delivering to City any or all documents, photographs, computer software, video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or the City in connection with this Agreement. Consulting Services Agreement between City of Dublin and PGA Design for On -Call Architect Services July 1, 2020 Page 9 of 14 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 obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. 8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, City's remedies shall include, but are not limited to, the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement; 8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant; or 8.6.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work. Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant's Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, Consulting Services Agreement between City of Dublin and PGA Design for On -Call Architect Services July 1, 2020 Page 10 of 14 records, files, or any other documents or materials, in electronic or any other form, that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Consultant hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both Parties. 9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of 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 Subsection 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 $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 3 years after final payment under the Agreement. Section 10. MISCELLANEOUS PROVISIONS. 10.1 Attorneys' Fees. If a party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement, the Parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Alameda or in the United States District Court for the Northern District of California. 10.3 Severabilitv. 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 PGA Design for On -Call Architect Services July 1, 2020 Page 11 of 14 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the Parties. 10.6 Use of Recycled Products. Consultant shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. 10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Consultant in a "conflict of interest," as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq. Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Section 1090 et seq. Consultant hereby warrants that it is not now, nor has it been in the previous 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 12 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 California Government Code Section 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 California Government Code Section 1090 et seq., and, if applicable, will be disqualified from holding public office in the State of California. At City's sole discretion, Consultant may be required to file with the City a Form 700 to identify and document Consultant's economic interests, as defined and regulated by the California Fair Political Practices Commission. If Consultant is required to file a Form 700, Consultant is hereby advised to contact the Dublin City Clerk for the Form 700 and directions on how to prepare it. 10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus group, or interview related to this Agreement, either orally or through any written materials. 10.9 Contract Administration. This Agreement shall be administered by the City Manager ("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee. Consulting Services Agreement between City of Dublin and PGA Design for On -Call Architect Services July 1, 2020 Page 12 of 14 10.10 Notices. Any written notice to Consultant shall be sent to: PGA Attn: Karen Krolewski 444 17th Street Oakland, CA 94612 Any written notice to City shall be sent to: City of Dublin Att: Nancy Nelson 100 Civic Plaza Dublin, CA 94568 10.11 Integration. This Agreement, including the scope of work attached hereto and incorporated herein as Exhibits A, B, C and D represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral. Exhibit A Scope of Services Exhibit B Compensation Schedule & Reimbursable Expenses Exhibit C Indemnification Exhibit D Conflict of Interest 10.12 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement. 10.13 Certification per Iran Contracting Act of 2010. In the event that this contract is for one million dollars ($1,000,000.00) or more, by Consultant's signature below Consultant certifies that Consultant, and any parent entities, subsidiaries, successors or subunits of Consultant are not identified on a list created pursuant to subdivision (b) of Section 2203 of the California Public Contract Code as a person engaging in investment activities in Iran as described in subdivision (a) of Section 2202.5, or as a person described in subdivision (b) of Section 2202.5 of the California Public Contract Code, as applicable. SIGNATURES ON FOLLOWING PAGE Consulting Services Agreement between City of Dublin and PGA Design for On -Call Architect Services July 1, 2020 Page 13 of 14 The Parties have executed this Agreement as of the Effective Date. The persons whose signatures appear below certify that they are authorized to sign on behalf of the respective Party. CITY OF DUBLIN PGA DESIGN Linda Smith, City Manager Karen Krolewski, Vice President Attest: Consultant's DIR Registration Number (if applicable) Marsha Moore, City Clerk Approved as to Form: City Attorney 3070368.1 Consulting Services Agreement between City of Dublin and PGA Design for On -Call Architect Services July 1, 2020 Page 14 of 14 EXHIBIT A SCOPE OF SERVICES The City shall require on -call landscape architect services on various parks and facilities throughout the City. Work on such projects shall include, but is not limited to: • Development of conceptual plans and construction documents. • Review of the Parks and Recreation Master Plan and other related planning documents. • Evaluation of existing inventory of park and recreational facilities. • Assessment and prioritization of recreational needs of the community. • Review of Site topographic survey. • Preparation of opportunities and constraints map of the site. • Preparation of preliminary design alternatives for the site. • Preparation of phasing plan for the park if needed, which identifies logical phases for development of the park and designates the park and recreational amenities which will be included in each phase. • Preparation of cost estimates for the proposed project from conceptual design through construction document preparation. • Facilitation of public input processes including meetings with stakeholders, Parks and Community Services Commission and City Council. • Preparation of construction documents including plans and specifications in accordance with local, state and federal codes and standards. • Hiring of technical experts via subconsultants for completion of tasks identified in scopes of work. Consulting Services Agreement between City of Dublin and July 1, 2020 PGA Design for On -Call Architect Services Exhibit A — Page 1 of 1 EXHIBIT B COMPENSATION SCHEDULE & REIMBURSABLE EXPENSES Hourly Rates for FY 2020/21 (July 1 — June 30) PGA Design Principal $230 Senior Landscape Architect $190 Landscape Architect $155 - $160 Intermediate Designer $140 - $165 Technician/CAD $140 - $155 Irrigation Designer $160 Administration $ 90 SUBCONSULTANT RATES: Sandis Project Specialist/Clerical $90.00 CAD/Engineer/Surveying/Technician: Level 1$105.00, Level II $110.00, Level III $115.00 Sr. Engineer Technician $130.00 Design Engineer: Level 1 $120.00, Level II $125.00, Level III $130.00 Project Engineer/Traffic Engineer/Project Surveyor: Level 1$135.00, Level II $145.00, Level III $175.00 Engineering/Surveying Project Manage: Level 1$185.00, Level 2$215.00 Senior Field Survey Supervisor (PLS) $235.00 Utility Locating Services 1-person Crew $175.00 Survey Crew 2-person Crew $295.00 Associate Principal/Senior Project Manager/Senior Traffic Engineer $235.00 Principal $350.00 Zeiger Engineers Principal $248 Senior Engineer $224 Engineer $194 Electrical Designer $164 CAD Operator $138 Jr. CAD Operator $97 Administrative $128 • Subconsultant rate markup shall be no greater than 10%. • Reimbursables shall be limited to no greater than 10% above cost for printing and copying; and IRS set mileage reimbursement (IRS Mileage Rate for 2020: $.575) Consulting Services Agreement between City of Dublin and July 1, 2020 PGA Design for On -Call Architect Services Exhibit B — Page 1 of 2 • Please note, all other reimbursable expenses are built into rates, identified above. • Rate increases must be submitted by June 1st of each year, by Consultant, in order to be effective July 1st. Rate increase requests will not be accepted past August of each year. Rate increases may not exceed 3%, and shall be based on the April, 12 month change, of the Annual San Francisco Bay Area Consumer Price Index (CPI). • Invoices shall be submitted electronically to: owinvoices a(�dublin.ca.00v no more than once monthly and as work is completed. Please be sure to list the Development Code for each project or the CIP project number, for all charges on each invoice. • Reporting requirements submitted monthly with each invoice shall include a cumulative total of each staff members hours be listed on each invoice. Consulting Services Agreement between City of Dublin and July 1, 2020 PGA Design for On -Call Architect Services Exhibit B — Page 2 of 2 EXHIBIT C INDEMNIFICATION A. Consultant shall, to the extent permitted by law, including without limitation California Civil Code 2782 and 2782.8, indemnify, hold harmless and assume the defense of, in any actions at law or in equity, the City, its employees, agents, volunteers, and elective and appointive boards, from all claims, losses, and damages, including property damage, personal injury, death, and liability of every kind, nature and description, arising out of, pertaining to or related to the negligence, recklessness or willful misconduct of Consultant or any person directly or indirectly employed by, or acting as agent for, Consultant, during and after completion of Consultant's work under this Agreement. B. With respect to those claims arising from a professional error or omission, Consultant shall defend, indemnify and hold harmless the City (including its elected officials, officers, employees, and volunteers) from all claims, losses, and damages arising from the professionally negligent acts, errors or omissions of Consultant, however, the cost to defend charged to Consultant shall not exceed Consultant's proportionate percentage fault. C. Consultant's obligation under this section does not extend to that portion of a claim caused in whole or in part by the sole negligence or willful misconduct of the City. D. Consultant shall also indemnify, defend and hold harmless the City from all suits or claims for infringement of any patent rights, copyrights, trade secrets, trade names, trademarks, service marks, or any other proprietary rights of any person or persons because of the City or any of its officers, employees, volunteers, or agents use of articles, products things, or services supplied in the performance of Consultant's services under this Agreement, however, the cost to defend charged to Consultant shall not exceed Consultant's proportionate percentage fault. Consulting Services Agreement between City of Dublin and July 1, 2020 PGA Design for On -Call Architect Services Exhibit C — Page 1 of 1 EXHIBIT D CONFLICT OF INTEREST Consultant confirms the ability to meet the City of Dublin's Conflict of Interest requirements as specified in the City's RFP. Consultant is not aware of any recent, current or anticipated contractual obligations which will pose a potential conflict of interest with the work on this project. Consultant agrees that, for the term of this agreement, no member, officer or employee of the City of Dublin, or a public body within Alameda County or member of delegate to the Congress of the United States, during his/her tenure of for one year thereafter, shall have any direct interest in the contacts or any direct or material benefit arising therefrom. Consulting Services Agreement between City of Dublin and July 1, 2020 PGA Design for On -Call Architect Services Exhibit D — Page 1 of 1 CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND RHAA FOR ON -CALL LANDSCAPE ARCHITECT SERVICES THIS AGREEMENT for consulting services is made by and between the City of Dublin ("City") and RHAA ("Consultant") (together sometimes referred to as the "Parties") as of July 1, 2020 (the "Effective Date"). 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 Effective Date and shall end on June 30, 2023, the date of completion specified in Exhibit A, and Consultant shall complete the work described in Exhibit A on or before 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 referenced in Section 8. Notwithstanding the foregoing this Agreement may be extended on a month to month basis for up to 6 months upon the written consent of the Consultant and the City Manager, provided that: a) sufficient funds have been appropriated for such purchase, b) the price charged by the Consultant for the provision of the serves described in Exhibit A does not increase. None of the foregoing shall 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. 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 Subsection 1.2 above and to satisfy Consultant's obligations hereunder. Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed One Million Dollars ($1,000,000), 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 Consulting Services Agreement between City of Dublin and RHAA for On -Call Architect Services July 1, 2020 Page 1 of 14 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 in writing, Consultant shall not bill City for duplicate services performed by more than one person. Consultant and City acknowledge and agree that compensation paid by City to Consultant under this Agreement is based upon Consultant's estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Consultant. Consequently, the Parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement. 2.1 Invoices. Consultant shall submit invoices, not more often than once a month during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. No individual performing work under this Agreement shall bill more than 2,000 hours in a fiscal year unless approved, in writing, by the City Manager or his/her designee. Invoices shall contain the following information: ■ Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.; ■ The beginning and ending dates of the billing period; • A 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; • A copy of the applicable time entries or time sheets shall be submitted showing the following: o Daily logs of total hours worked by each individual performing work under this Agreement o Hours must be logged in increments of tenths of an hour or quarter hour o If this Agreement covers multiple projects, all hours must also be logged by project assignment o 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; ■ The Consultant's signature; • Consultant shall give separate notice to the City when the total number of hours worked by Consultant and any individual employee, agent, or subcontractor of Consultant reaches or exceeds 800 hours within a 12-month period under this Agreement and any other agreement between Consultant and City. Such notice shall include an estimate of the time necessary to complete work described in Exhibit A and Consulting Services Agreement between City of Dublin and RHAA for On -Call Architect Services July 1, 2020 Page 2of14 the estimate of time necessary to complete work under any other agreement between Consultant and City, if applicable. 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 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 compensation schedule attached hereto as Exhibit B. 2.6 Reimbursable Expenses. Reimbursable expenses are specified in Exhibit B. 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 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 Consulting Services Agreement between City of Dublin and RHAA for On -Call Architect Services July 1, 2020 Page 3 of 14 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 fully executing this Agreement, Consultant, at its own cost and expense, unless otherwise specified below, shall procure the types and amounts of insurance listed below 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. Consistent with the following provisions, 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, and that such insurance is in effect prior to beginning work. 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 or proposal. 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 to City that such insurance is in effect. VERIFICATION OF THE REQUIRED INSURANCE SHALL BE SUBMITTED AND MADE PART OF THIS AGREEMENT PRIOR TO EXECUTION. Consultant shall maintain all required insurance listed herein for the duration of this Agreement. 4.1 Workers' Compensation. 4.1.1 General Requirements. 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 $1,000,000 per accident. In the alternative, Consultant may rely on a self-insurance program to meet these 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 California Labor Code shall be solely in the discretion of the Contract Administrator. The Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor of the entity for all work performed by the Consultant, its employees, agents, and subcontractors. 4.1.2 Submittal Requirements. To comply with Subsection 4.1, Consultant shall submit the following: Consulting Services Agreement between City of Dublin and RHAA for On -Call Architect Services July 1, 2020 Page 4 of 14 a. Certificate of Liability Insurance in the amounts specified in the section; and b. Waiver of Subrogation Endorsement as required by the section. 4.2 Commercial General and Automobile Liability Insurance. 4.2.1 General Requirements. Consultant, at its own cost and expense, shall maintain commercial general liability insurance for the term of this Agreement in an amount not less than $1,000,000 and automobile liability insurance for the term of this Agreement in an amount not less than $1,000,000 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 (most recent edition) covering comprehensive General Liability on an "occurrence" basis. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001, Code 1 (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 a certified endorsement to the policy: a. The Insurance shall cover on an occurrence or an accident basis, and not on a claims -made basis. b. City, its officers, officials, employees, and volunteers are to be covered as additional insureds as respects: liability arising out of work or operations performed by or on behalf of the Consultant; or automobiles owned, leased, hired, or borrowed by the Consultant. c. Consultant hereby agrees to waive subrogation which any insurer or contractor may require from vendor by virtue of the payment of any loss. Consultant agrees to obtain any endorsements that may be necessary to effect this waiver of subrogation. d. For any claims related to this Agreement or the work hereunder, the Consultant's insurance coverage shall be primary insurance as respects Consulting Services Agreement between City of Dublin and RHAA for On -Call Architect Services July 1, 2020 Page 5 of 14 the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Consultant's insurance and shall not contribute with it. 4.2.4 Submittal Requirements. To comply with Subsection 4.2, Consultant shall submit the following: a. Certificate of Liability Insurance in the amounts specified in the section; b. Additional Insured Endorsement as required by the section; c. Waiver of Subrogation Endorsement as required by the section; and d. Primary Insurance Endorsement as required by the section. 4.3 Professional Liability Insurance. 4.3.1 General Requirements. Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than $2,000,000 covering the licensed professionals' errors and omissions. Any deductible or self -insured retention shall not exceed $150,000 per claim. 4.3.2 Claims -Made Limitations. The following provisions shall apply if the professional liability coverage is 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 5 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 shall purchase an extended period coverage for a minimum of 5 years after completion of work under this Agreement. d. A copy of the claim reporting requirements must be submitted to the City for review prior to the commencement of any work under this Agreement. 4.3.3 Additional Requirements. A certified endorsement to include contractual liability shall be included in the policy. Consulting Services Agreement between City of Dublin and RHAA for On -Call Architect Services July 1, 2020 Page 6 of 14 4.3.4 Submittal Requirements. To comply with Subsection 4.3, Consultant shall submit the Certificate of Liability Insurance in the amounts specified in the section. 4.4 All Policies Requirements. 4.4.1 Acceptability of Insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A:VII. 4.4.2 Verification of Coverage. Prior to beginning any work under this Agreement, Consultant shall furnish City with complete copies of all Certificates of Liability Insurance delivered to Consultant by the insurer, including complete copies of all endorsements attached to the policies. All copies of Certificates of Liability Insurance and certified endorsements shall show the signature of a person authorized by that insurer to bind coverage on its behalf. If the City does not receive the required insurance documents prior to the Consultant beginning work, it shall not waive the Consultant's obligation to provide them. The City reserves the right to require complete copies of all required insurance policies at any time. 4.4.3 Deductibles and Self -Insured Retentions. Consultant shall disclose to and obtain the written 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. At the option of the City, either: the insurer shall reduce or eliminate such deductibles or self -insured retentions as respects the City, its officers, employees, and volunteers; or the Consultant shall provide a financial guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claim administration and defense expenses. 4.4.4 Wasting Policies. No policy required by this Section 4 shall include a "wasting" policy limit (i.e. limit that is eroded by the cost of defense). 4.4.5 Endorsement Requirements. Each insurance policy required by Section 4 shall be endorsed to state that coverage shall not be canceled by either party, except after 30 days' prior written notice has been provided to the City. 4.4.6 Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 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: Consulting Services Agreement between City of Dublin and RHAA for On -Call Architect Services July 1, 2020 Page 7of14 • 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. Refer to the attached Exhibit C, which is incorporated herein and made a part of this Agreement. 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. This Agreement shall not be construed as an agreement for employment. 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 Subsection 1.3; however, otherwise City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Contractor further acknowledges that Contractor performs Services outside the usual course of the City's business; and is customarily engaged in an independently established trade, occupation, or business of the same nature as the Contractor performs for the City, and has the option to perform such work for other entities. 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 Not an 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 and regulations applicable to the performance of the work hereunder, including but not limited to, the California Building Code, the Americans with Disabilities Act, and any copyright, patent or trademark law. Consultant's failure to comply with any law(s) or Consulting Services Agreement between City of Dublin and RHAA for On -Call Architect Services July 1, 2020 Page 8 of 14 regulation(s) applicable to the performance of the work hereunder shall constitute a breach of contract. 7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Consultant and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. 7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. 7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate, on the basis of a person's race, sex, gender, religion (including religious dress and grooming practices), national origin, ancestry, physical or mental disability, medical condition (including cancer and genetic characteristics), marital status, age, sexual orientation, color, creed, pregnancy, genetic information, gender identity or expression, political affiliation or belief, military/veteran status, or any other classification protected by applicable local, state, or federal laws (each a "Protected Characteristic"), 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 include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement. Section 8. TERMINATION AND MODIFICATION. 8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant. Consultant may cancel this Agreement upon 30 days' written notice to City and shall include in such notice the reasons for cancellation. In the event of termination, Consultant shall be entitled to compensation for services performed to the effective date of termination; City, however, may condition payment of such compensation upon Consultant delivering to City any or all documents, photographs, computer software, video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or the City in connection with this Agreement. Consulting Services Agreement between City of Dublin and RHAA for On -Call Architect Services July 1, 2020 Page 9 of 14 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 obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. 8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, City's remedies shall include, but are not limited to, the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement; 8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant; or 8.6.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work. Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant's Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, Consulting Services Agreement between City of Dublin and RHAA for On -Call Architect Services July 1, 2020 Page 10 of 14 records, files, or any other documents or materials, in electronic or any other form, that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Consultant hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both Parties. 9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of 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 Subsection 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 $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 3 years after final payment under the Agreement. Section 10. MISCELLANEOUS PROVISIONS. 10.1 Attorneys' Fees. If a party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement, the Parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Alameda or in the United States District Court for the Northern District of California. 10.3 Severabilitv. 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 RHAA for On -Call Architect Services July 1, 2020 Page 11 of 14 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the Parties. 10.6 Use of Recycled Products. Consultant shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. 10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Consultant in a "conflict of interest," as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq. Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Section 1090 et seq. Consultant hereby warrants that it is not now, nor has it been in the previous 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 12 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 California Government Code Section 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 California Government Code Section 1090 et seq., and, if applicable, will be disqualified from holding public office in the State of California. At City's sole discretion, Consultant may be required to file with the City a Form 700 to identify and document Consultant's economic interests, as defined and regulated by the California Fair Political Practices Commission. If Consultant is required to file a Form 700, Consultant is hereby advised to contact the Dublin City Clerk for the Form 700 and directions on how to prepare it. 10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus group, or interview related to this Agreement, either orally or through any written materials. 10.9 Contract Administration. This Agreement shall be administered by the City Manager ("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee. Consulting Services Agreement between City of Dublin and RHAA for On -Call Architect Services July 1, 2020 Page 12 of 14 10.10 Notices. Any written notice to Consultant shall be sent to: RHAA Attn: Nathan Lozier 323 Geary Street, Suite 602 San Francisco, CA Any written notice to City shall be sent to: City of Dublin Attn: Nancy Nelson 100 Civic Plaza Dublin, CA 94568 10.11 Integration. This Agreement, including the scope of work attached hereto and incorporated herein as Exhibits A, B, C and D represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral. Exhibit A Scope of Services Exhibit B Compensation Schedule & Reimbursable Expenses Exhibit C Indemnification Exhibit D Conflict of Interest 10.12 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement. 10.13 Certification per Iran Contracting Act of 2010. In the event that this contract is for one million dollars ($1,000,000.00) or more, by Consultant's signature below Consultant certifies that Consultant, and any parent entities, subsidiaries, successors or subunits of Consultant are not identified on a list created pursuant to subdivision (b) of Section 2203 of the California Public Contract Code as a person engaging in investment activities in Iran as described in subdivision (a) of Section 2202.5, or as a person described in subdivision (b) of Section 2202.5 of the California Public Contract Code, as applicable. SIGNATURES ON FOLLOWING PAGE Consulting Services Agreement between City of Dublin and RHAA for On -Call Architect Services July 1, 2020 Page 13 of 14 The Parties have executed this Agreement as of the Effective Date. The persons whose signatures appear below certify that they are authorized to sign on behalf of the respective Party. CITY OF DUBLIN RHAA Linda Smith, City Manager Nathan Lozier, Vice President Attest: Consultant's DIR Registration Number (if applicable) Marsha Moore, City Clerk Approved as to Form: City Attorney 3070368.1 Consulting Services Agreement between City of Dublin and RHAA for On -Call Architect Services July 1, 2020 Page 14 of 14 EXHIBIT A SCOPE OF SERVICES The City shall require on -call landscape architect services on various parks and facilities throughout the City. Work on such projects shall include, but is not limited to: • Development of conceptual plans and construction documents. • Review of the Parks and Recreation Master Plan and other related planning documents. • Evaluation of existing inventory of park and recreational facilities. • Assessment and prioritization of recreational needs of the community. • Review of Site topographic survey. • Preparation of opportunities and constraints map of the site. • Preparation of preliminary design alternatives for the site. • Preparation of phasing plan for the park if needed, which identifies logical phases for development of the park and designates the park and recreational amenities which will be included in each phase. • Preparation of cost estimates for the proposed project from conceptual design through construction document preparation. • Facilitation of public input processes including meetings with stakeholders, Parks and Community Services Commission and City Council. • Preparation of construction documents including plans and specifications in accordance with local, state and federal codes and standards. • Hiring of technical experts via subconsultants for completion of tasks identified in scopes of work. Consulting Services Agreement between City of Dublin and July 1, 2020 RHAA for On -Call Architect Services Exhibit A — Page 1 of 1 EXHIBIT B COMPENSATION SCHEDULE & REIMBURSABLE EXPENSES Hourly Rates for FY 2020/21 (July 1 — June 30) Principal 1 $255 Principal 2 $250 Principal 3 $240 Senior Associate 1 $235 Senior Associate 2 $210 Assistant Project Manager $180 Associate 1 $180 Associate 2 $170 Designer 1 $155 Designer 2 $150 Designer 3 $145 Designer 4 $135 Project Accountant $175 Controller $200 • Subconsultant rate markup shall be no greater than 10%. • Reimbursables shall be limited to no greater than 10% above cost for printing and copying; and IRS set mileage reimbursement (IRS Mileage Rate for 2020: $.575) • Please note, all other reimbursable expenses are built into rates, identified above. • Rate increases must be submitted by June 1st of each year, by Consultant, in order to be effective July 1st. Rate increase requests will not be accepted past August of each year. Rate increases may not exceed 3%, and shall be based on the April, 12 month change, of the Annual San Francisco Bay Area Consumer Price Index (CPI). • Invoices shall be submitted electronically to: pwinvoicesna.dublin.ca.aov no more than once monthly and as work is completed. Please be sure to list the Development Code for each project or the CIP project number, for all charges on each invoice. • Reporting requirements submitted monthly with each invoice shall include a cumulative total of each staff members hours be listed on each invoice. Consulting Services Agreement between City of Dublin and July 1, 2020 RHAA for On -Call Architect Services Exhibit B — Page 1 of 1 EXHIBIT C INDEMNIFICATION A. Consultant shall, to the extent permitted by law, including without limitation California Civil Code 2782 and 2782.8, indemnify, hold harmless and assume the defense of, in any actions at law or in equity, the City, its employees, agents, volunteers, and elective and appointive boards, from all claims, losses, and damages, including property damage, personal injury, death, and liability of every kind, nature and description, arising out of, pertaining to or related to the negligence, recklessness or willful misconduct of Consultant or any person directly or indirectly employed by, or acting as agent for, Consultant, during and after completion of Consultant's work under this Agreement. B. With respect to those claims arising from a professional error or omission, Consultant shall defend, indemnify and hold harmless the City (including its elected officials, officers, employees, and volunteers) from all claims, losses, and damages arising from the professionally negligent acts, errors or omissions of Consultant, however, the cost to defend charged to Consultant shall not exceed Consultant's proportionate percentage fault. C. Consultant's obligation under this section does not extend to that portion of a claim caused in whole or in part by the sole negligence or willful misconduct of the City. D. Consultant shall also indemnify, defend and hold harmless the City from all suits or claims for infringement of any patent rights, copyrights, trade secrets, trade names, trademarks, service marks, or any other proprietary rights of any person or persons because of the City or any of its officers, employees, volunteers, or agents use of articles, products things, or services supplied in the performance of Consultant's services under this Agreement, however, the cost to defend charged to Consultant shall not exceed Consultant's proportionate percentage fault. Consulting Services Agreement between City of Dublin and July 1, 2020 RHAA for On -Call Architect Services Exhibit C — Page 1 of 1 EXHIBIT D CONFLICT OF INTEREST Consultant confirms the ability to meet the City of Dublin's Conflict of Interest requirements as specified in the City's RFP. Consultant is not aware of any recent, current or anticipated contractual obligations which will pose a potential conflict of interest with the work on this project. Consultant agrees that, for the term of this agreement, no member, officer or employee of the City of Dublin, or a public body within Alameda County or member of delegate to the Congress of the United States, during his/her tenure of for one year thereafter, shall have any direct interest in the contacts or any direct or material benefit arising therefrom. Consulting Services Agreement between City of Dublin and July 1, 2020 RHAA for On -Call Architect Services Exhibit D — Page 1 of 1 CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND SWA GROUP FOR ON -CALL LANDSCAPE ARCHITECT SERVICES THIS AGREEMENT for consulting services is made by and between the City of Dublin ("City") and SWA Group ("Consultant") (together sometimes referred to as the "Parties") as of July 1, 2020 (the "Effective Date"). 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 Effective Date and shall end on June 30, 2023, the date of completion specified in Exhibit A, and Consultant shall complete the work described in Exhibit A on or before 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 referenced in Section 8. Notwithstanding the foregoing this Agreement may be extended on a month to month basis for up to 6 months upon the written consent of the Consultant and the City Manager, provided that: a) sufficient funds have been appropriated for such purchase, b) the price charged by the Consultant for the provision of the serves described in Exhibit A does not increase. None of the foregoing shall 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. 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 Subsection 1.2 above and to satisfy Consultant's obligations hereunder. Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed One Million Dollars ($1,000,000), 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 Consulting Services Agreement between City of Dublin and SWA Group for On -Call Architect Services July 1, 2020 Page 1 of 14 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 in writing, Consultant shall not bill City for duplicate services performed by more than one person. Consultant and City acknowledge and agree that compensation paid by City to Consultant under this Agreement is based upon Consultant's estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Consultant. Consequently, the Parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement. 2.1 Invoices. Consultant shall submit invoices, not more often than once a month during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. No individual performing work under this Agreement shall bill more than 2,000 hours in a fiscal year unless approved, in writing, by the City Manager or his/her designee. Invoices shall contain the following information: ■ Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.; ■ The beginning and ending dates of the billing period; • A 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; • A copy of the applicable time entries or time sheets shall be submitted showing the following: o Daily logs of total hours worked by each individual performing work under this Agreement o Hours must be logged in increments of tenths of an hour or quarter hour o If this Agreement covers multiple projects, all hours must also be logged by project assignment o 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; ■ The Consultant's signature; • Consultant shall give separate notice to the City when the total number of hours worked by Consultant and any individual employee, agent, or subcontractor of Consultant reaches or exceeds 800 hours within a 12-month period under this Agreement and any other agreement between Consultant and City. Such notice shall include an estimate of the time necessary to complete work described in Exhibit A and Consulting Services Agreement between City of Dublin and SWA Group for On -Call Architect Services July 1, 2020 Page 2 of 14 the estimate of time necessary to complete work under any other agreement between Consultant and City, if applicable. 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 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 compensation schedule attached hereto as Exhibit B. 2.6 Reimbursable Expenses. Reimbursable expenses are specified in Exhibit B. 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 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 Consulting Services Agreement between City of Dublin and SWA Group for On -Call Architect Services July 1, 2020 Page 3 of 14 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 fully executing this Agreement, Consultant, at its own cost and expense, unless otherwise specified below, shall procure the types and amounts of insurance listed below 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. Consistent with the following provisions, 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, and that such insurance is in effect prior to beginning work. 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 or proposal. 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 to City that such insurance is in effect. VERIFICATION OF THE REQUIRED INSURANCE SHALL BE SUBMITTED AND MADE PART OF THIS AGREEMENT PRIOR TO EXECUTION. Consultant shall maintain all required insurance listed herein for the duration of this Agreement. 4.1 Workers' Compensation. 4.1.1 General Requirements. 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 $1,000,000 per accident. In the alternative, Consultant may rely on a self-insurance program to meet these 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 California Labor Code shall be solely in the discretion of the Contract Administrator. The Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor of the entity for all work performed by the Consultant, its employees, agents, and subcontractors. 4.1.2 Submittal Requirements. To comply with Subsection 4.1, Consultant shall submit the following: Consulting Services Agreement between City of Dublin and SWA Group for On -Call Architect Services July 1, 2020 Page 4 of 14 a. Certificate of Liability Insurance in the amounts specified in the section; and b. Waiver of Subrogation Endorsement as required by the section. 4.2 Commercial General and Automobile Liability Insurance. 4.2.1 General Requirements. Consultant, at its own cost and expense, shall maintain commercial general liability insurance for the term of this Agreement in an amount not less than $1,000,000 and automobile liability insurance for the term of this Agreement in an amount not less than $1,000,000 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 (most recent edition) covering comprehensive General Liability on an "occurrence" basis. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001, Code 1 (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 a certified endorsement to the policy: a. The Insurance shall cover on an occurrence or an accident basis, and not on a claims -made basis. b. City, its officers, officials, employees, and volunteers are to be covered as additional insureds as respects: liability arising out of work or operations performed by or on behalf of the Consultant; or automobiles owned, leased, hired, or borrowed by the Consultant. c. Consultant hereby agrees to waive subrogation which any insurer or contractor may require from vendor by virtue of the payment of any loss. Consultant agrees to obtain any endorsements that may be necessary to effect this waiver of subrogation. d. For any claims related to this Agreement or the work hereunder, the Consultant's insurance coverage shall be primary insurance as respects Consulting Services Agreement between City of Dublin and SWA Group for On -Call Architect Services July 1, 2020 Page 5 of 14 the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Consultant's insurance and shall not contribute with it. 4.2.4 Submittal Requirements. To comply with Subsection 4.2, Consultant shall submit the following: a. Certificate of Liability Insurance in the amounts specified in the section; b. Additional Insured Endorsement as required by the section; c. Waiver of Subrogation Endorsement as required by the section; and d. Primary Insurance Endorsement as required by the section. 4.3 Professional Liability Insurance. 4.3.1 General Requirements. Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than $2,000,000 covering the licensed professionals' errors and omissions. Any deductible or self -insured retention shall not exceed $150,000 per claim. 4.3.2 Claims -Made Limitations. The following provisions shall apply if the professional liability coverage is 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 5 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 shall purchase an extended period coverage for a minimum of 5 years after completion of work under this Agreement. d. A copy of the claim reporting requirements must be submitted to the City for review prior to the commencement of any work under this Agreement. 4.3.3 Additional Requirements. A certified endorsement to include contractual liability shall be included in the policy. Consulting Services Agreement between City of Dublin and SWA Group for On -Call Architect Services July 1, 2020 Page 6 of 14 4.3.4 Submittal Requirements. To comply with Subsection 4.3, Consultant shall submit the Certificate of Liability Insurance in the amounts specified in the section. 4.4 All Policies Requirements. 4.4.1 Acceptability of Insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A:VII. 4.4.2 Verification of Coverage. Prior to beginning any work under this Agreement, Consultant shall furnish City with complete copies of all Certificates of Liability Insurance delivered to Consultant by the insurer, including complete copies of all endorsements attached to the policies. All copies of Certificates of Liability Insurance and certified endorsements shall show the signature of a person authorized by that insurer to bind coverage on its behalf. If the City does not receive the required insurance documents prior to the Consultant beginning work, it shall not waive the Consultant's obligation to provide them. The City reserves the right to require complete copies of all required insurance policies at any time. 4.4.3 Deductibles and Self -Insured Retentions. Consultant shall disclose to and obtain the written 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. At the option of the City, either: the insurer shall reduce or eliminate such deductibles or self -insured retentions as respects the City, its officers, employees, and volunteers; or the Consultant shall provide a financial guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claim administration and defense expenses. 4.4.4 Wasting Policies. No policy required by this Section 4 shall include a "wasting" policy limit (i.e. limit that is eroded by the cost of defense). 4.4.5 Endorsement Requirements. Each insurance policy required by Section 4 shall be endorsed to state that coverage shall not be canceled by either party, except after 30 days' prior written notice has been provided to the City. 4.4.6 Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 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: Consulting Services Agreement between City of Dublin and SWA Group for On -Call Architect Services July 1, 2020 Page 7of14 • 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. Refer to the attached Exhibit C, which is incorporated herein and made a part of this Agreement. 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. This Agreement shall not be construed as an agreement for employment. 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 Subsection 1.3; however, otherwise City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Contractor further acknowledges that Contractor performs Services outside the usual course of the City's business; and is customarily engaged in an independently established trade, occupation, or business of the same nature as the Contractor performs for the City, and has the option to perform such work for other entities. 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 Not an 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 and regulations applicable to the performance of the work hereunder, including but not limited to, the California Building Code, the Americans with Disabilities Act, and any copyright, patent or trademark law. Consultant's failure to comply with any law(s) or Consulting Services Agreement between City of Dublin and SWA Group for On -Call Architect Services July 1, 2020 Page 8 of 14 regulation(s) applicable to the performance of the work hereunder shall constitute a breach of contract. 7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Consultant and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. 7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. 7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate, on the basis of a person's race, sex, gender, religion (including religious dress and grooming practices), national origin, ancestry, physical or mental disability, medical condition (including cancer and genetic characteristics), marital status, age, sexual orientation, color, creed, pregnancy, genetic information, gender identity or expression, political affiliation or belief, military/veteran status, or any other classification protected by applicable local, state, or federal laws (each a "Protected Characteristic"), 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 include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement. Section 8. TERMINATION AND MODIFICATION. 8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant. Consultant may cancel this Agreement upon 30 days' written notice to City and shall include in such notice the reasons for cancellation. In the event of termination, Consultant shall be entitled to compensation for services performed to the effective date of termination; City, however, may condition payment of such compensation upon Consultant delivering to City any or all documents, photographs, computer software, video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or the City in connection with this Agreement. Consulting Services Agreement between City of Dublin and SWA Group for On -Call Architect Services July 1, 2020 Page 9 of 14 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 obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. 8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, City's remedies shall include, but are not limited to, the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement; 8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant; or 8.6.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work. Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant's Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, Consulting Services Agreement between City of Dublin and SWA Group for On -Call Architect Services July 1, 2020 Page 10 of 14 records, files, or any other documents or materials, in electronic or any other form, that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Consultant hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both Parties. 9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of 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 Subsection 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 $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 3 years after final payment under the Agreement. Section 10. MISCELLANEOUS PROVISIONS. 10.1 Attorneys' Fees. If a party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement, the Parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Alameda or in the United States District Court for the Northern District of California. 10.3 Severabilitv. 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 SWA Group for On -Call Architect Services July 1, 2020 Page 11 of 14 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the Parties. 10.6 Use of Recycled Products. Consultant shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. 10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Consultant in a "conflict of interest," as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq. Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Section 1090 et seq. Consultant hereby warrants that it is not now, nor has it been in the previous 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 12 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 California Government Code Section 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 California Government Code Section 1090 et seq., and, if applicable, will be disqualified from holding public office in the State of California. At City's sole discretion, Consultant may be required to file with the City a Form 700 to identify and document Consultant's economic interests, as defined and regulated by the California Fair Political Practices Commission. If Consultant is required to file a Form 700, Consultant is hereby advised to contact the Dublin City Clerk for the Form 700 and directions on how to prepare it. 10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus group, or interview related to this Agreement, either orally or through any written materials. 10.9 Contract Administration. This Agreement shall be administered by the City Manager ("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee. Consulting Services Agreement between City of Dublin and SWA Group for On -Call Architect Services July 1, 2020 Page 12 of 14 10.10 Notices. Any written notice to Consultant shall be sent to: SWA Group Attn: Rene Bihan 530 Bush Street, 6th Floor San Francisco, CA 94108 Any written notice to City shall be sent to: City of Dublin Att: Nancy Nelson 100 Civic Plaza Dublin, CA 94568 10.11 Integration. This Agreement, including the scope of work attached hereto and incorporated herein as Exhibits A, B, C and D represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral. Exhibit A Scope of Services Exhibit B Compensation Schedule & Reimbursable Expenses Exhibit C Indemnification Exhibit D Conflict of Interest 10.12 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement. 10.13 Certification per Iran Contracting Act of 2010. In the event that this contract is for one million dollars ($1,000,000.00) or more, by Consultant's signature below Consultant certifies that Consultant, and any parent entities, subsidiaries, successors or subunits of Consultant are not identified on a list created pursuant to subdivision (b) of Section 2203 of the California Public Contract Code as a person engaging in investment activities in Iran as described in subdivision (a) of Section 2202.5, or as a person described in subdivision (b) of Section 2202.5 of the California Public Contract Code, as applicable. SIGNATURES ON FOLLOWING PAGE Consulting Services Agreement between City of Dublin and SWA Group for On -Call Architect Services July 1, 2020 Page 13 of 14 The Parties have executed this Agreement as of the Effective Date. The persons whose signatures appear below certify that they are authorized to sign on behalf of the respective Party. CITY OF DUBLIN SWA GROUP Linda Smith, City Manager Rene Bihan, Managing Principal Attest: Consultant's DIR Registration Number (if applicable) Marsha Moore, City Clerk Approved as to Form: City Attorney 3070368.1 Consulting Services Agreement between City of Dublin and SWA Group for On -Call Architect Services July 1, 2020 Page 14 of 14 EXHIBIT A SCOPE OF SERVICES The City shall require on -call landscape architect services on various parks and facilities throughout the City. Work on such projects shall include, but is not limited to: • Development of conceptual plans and construction documents. • Review of the Parks and Recreation Master Plan and other related planning documents. • Evaluation of existing inventory of park and recreational facilities. • Assessment and prioritization of recreational needs of the community. • Review of Site topographic survey. • Preparation of opportunities and constraints map of the site. • Preparation of preliminary design alternatives for the site. • Preparation of phasing plan for the park if needed, which identifies logical phases for development of the park and designates the park and recreational amenities which will be included in each phase. • Preparation of cost estimates for the proposed project from conceptual design through construction document preparation. • Facilitation of public input processes including meetings with stakeholders, Parks and Community Services Commission and City Council. • Preparation of construction documents including plans and specifications in accordance with local, state and federal codes and standards. • Hiring of technical experts via subconsultants for completion of tasks identified in scopes of work. Consulting Services Agreement between City of Dublin and July 1, 2020 SWA Group for On -Call Architect Services Exhibit A — Page 1 of 1 EXHIBIT B COMPENSATION SCHEDULE & REIMBURSABLE EXPENSES Hourly Rates for FY 2020/21 (July 1 — June 30) SWA Group Rene Bihan, Principal $295 Dan Affleck, Project Manager $168 **Point of Contact Mariana Ricker, Designer $120 Travis Theobald, Technical (Field) Lead $180 Staff Designer $100 CEA (Civil/Survey) Andrew Turner, Senior Engineer $185 Shane Adrian, Project Manager $185 Jesus Robles, Staff Engineer and Survey $145 Manager Engeo (Geotech) Janet Kan, Principal Engineer $298 Stephen Brard, Staff Engineer $178 PASE (Structural) Drew Kimball, Project Lead $140 Dave Lo, Project Manager $175 Elliott Kwok, Project Engineer $130 Yung Du, CAD Manager $150 Sweeney (Irrigation) Lance Sweeney, Principal $175 Tristan Sweeney, Project Manager $150 Irrigation Designer $130 TBD (Cost Estimating) Andy Beyer, Sr. Cost Estimator $198 • Subconsultant rate markup shall be no greater than 10%. • Reimbursables shall be limited to no greater than 10% above cost for printing and copying; and IRS set mileage reimbursement (IRS Mileage Rate for 2020: $.575) • Please note, all other reimbursable expenses are built into rates, identified above. • Rate increases must be submitted by June 1st of each year, by Consultant, in order to be effective July 1st. Rate increase requests will not be accepted past August of each year. Rate increases may Consulting Services Agreement between City of Dublin and July 1, 2020 SWA Group for On -Call Architect Services Exhibit B — Page 1 of 2 not exceed 3%, and shall be based on the April, 12 month change, of the Annual San Francisco Bay Area Consumer Price Index (CPI). • Invoices shall be submitted electronically to: pwinvoices andublin.ca.aov no more than once monthly and as work is completed. Please be sure to list the Development Code for each project or the CIP project number, for all charges on each invoice. • Reporting requirements submitted monthly with each invoice shall include a cumulative total of each staff members hours be listed on each invoice. Consulting Services Agreement between City of Dublin and July 1, 2020 SWA Group for On -Call Architect Services Exhibit B — Page 2 of 2 EXHIBIT C INDEMNIFICATION A. Consultant shall, to the extent permitted by law, including without limitation California Civil Code 2782 and 2782.8, indemnify, hold harmless and assume the defense of, in any actions at law or in equity, the City, its employees, agents, volunteers, and elective and appointive boards, from all claims, losses, and damages, including property damage, personal injury, death, and liability of every kind, nature and description, arising out of, pertaining to or related to the negligence, recklessness or willful misconduct of Consultant or any person directly or indirectly employed by, or acting as agent for, Consultant, during and after completion of Consultant's work under this Agreement. B. With respect to those claims arising from a professional error or omission, Consultant shall defend, indemnify and hold harmless the City (including its elected officials, officers, employees, and volunteers) from all claims, losses, and damages arising from the professionally negligent acts, errors or omissions of Consultant, however, the cost to defend charged to Consultant shall not exceed Consultant's proportionate percentage fault. C. Consultant's obligation under this section does not extend to that portion of a claim caused in whole or in part by the sole negligence or willful misconduct of the City. D. Consultant shall also indemnify, defend and hold harmless the City from all suits or claims for infringement of any patent rights, copyrights, trade secrets, trade names, trademarks, service marks, or any other proprietary rights of any person or persons because of the City or any of its officers, employees, volunteers, or agents use of articles, products things, or services supplied in the performance of Consultant's services under this Agreement, however, the cost to defend charged to Consultant shall not exceed Consultant's proportionate percentage fault. Consulting Services Agreement between City of Dublin and July 1, 2020 SWA Group for On -Call Architect Services Exhibit C — Page 1 of 1 EXHIBIT D CONFLICT OF INTEREST Consultant confirms the ability to meet the City of Dublin's Conflict of Interest requirements as specified in the City's RFP. Consultant is not aware of any recent, current or anticipated contractual obligations which will pose a potential conflict of interest with the work on this project. Consultant agrees that, for the term of this agreement, no member, officer or employee of the City of Dublin, or a public body within Alameda County or member of delegate to the Congress of the United States, during his/her tenure of for one year thereafter, shall have any direct interest in the contacts or any direct or material benefit arising therefrom. Consulting Services Agreement between City of Dublin and July 1, 2020 SWA Group for On -Call Architect Services Exhibit D — Page 1 of 1 CONTRACTOR SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND CONTRACT SWEEPING SERVICES THIS AGREEMENT for street sweeping services is made by and between the City of Dublin ("City") and Contract Sweeping Services ("Contractor") (together sometimes referred to as the "Parties") as of July 1, 2020 (the "Effective Date"). Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Contractor 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 Effective Date and shall end on June 30, 2023, the date of completion specified in Exhibit A, and Contractor shall complete the work described in Exhibit A on or before that date, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The time provided to Contractor to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement, as referenced in Section 8. Notwithstanding the foregoing this Agreement may be extended on a month to month basis for up to 6 months upon the written consent of the Contractor and the City Manager, provided that: a) sufficient funds have been appropriated for such purchase, b) the price charged by the Contractor for the provision of the serves described in Exhibit A does not increase. None of the foregoing shall affect the City's right to terminate the Agreement as provided for in Section 8. 1.2 Standard of Performance. Contractor 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 Contractor is engaged. 1.3 Assignment of Personnel. Contractor 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, Contractor shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Contractor 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 Subsection 1.2 above and to satisfy Contractor's obligations hereunder. 1.5 Public Works Contractor Registration. Because the services described in Exhibit A include "work performed during the design and preconstruction phases of construction including, but not limited to, inspection and land surveying work," the services constitute a public works within the definition of Section 1720(a)(1) of the California Labor Code. As a result, Consultant is required to comply with the provisions of the California Labor Code applicable to public works, to the extent set forth in Exhibit C. Services Agreement between City of Dublin and Contract Sweeping Services July 1, 2020 Page 1 of 15 1.6 Public Works Contractor Registration. Contractor agrees, in accordance with Section 1771.1 of the California Labor Code, that Contractor or any subcontractor shall not be qualified to bid on, be listed in a bid proposal, subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any contract for public work, as defined in Chapter 1 of Part 7 of Division 2 of the California Labor Code, unless currently registered and qualified to perform public work pursuant to California Labor Code section 1725.5. It is not a violation of this section for an unregistered contractor to submit a bid that is authorized by Section 7029.1 of the Business and Professions Code or by Section 10164 or 20103.5 of the Public Contract Code, provided the contractor is registered to perform public work pursuant to Section 1725.5 at the time the contract is awarded. No contractor or subcontractor may be awarded a contract for public work on a public works project unless registered with the Department of Industrial Relations pursuant to California Labor Code section 1725.5. Contractor agrees, in accordance with Section 1771.4 of the California Labor Code, that if the work under this Agreement qualifies as public work, it is subject to compliance monitoring and enforcement by the Department of Industrial Relations. Section 2. COMPENSATION. City hereby agrees to pay Contractor a sum not to exceed EIGHT HUNDRED SIXTY-SEVEN THOUSAND FIVE HUNDRED DOLLARS ($867,500), notwithstanding any contrary indications that may be contained in Contractor's proposal, for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Contractor's proposal, attached as Exhibit A, regarding the amount of compensation, the Agreement shall prevail. City shall pay Contractor 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 Contractor for services rendered pursuant to this Agreement. Contractor shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City in writing, Contractor shall not bill City for duplicate services performed by more than one person. Contractor and City acknowledge and agree that compensation paid by City to Contractor under this Agreement is based upon Contractor's estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Contractor. Consequently, the Parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Contractor 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. Contractor shall submit invoices, not more often than once a month during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. No individual performing work under this Agreement shall bill more than 2,000 hours in a fiscal year unless approved, in writing, by the City Manager or his/her designee. Invoices shall contain the following information: • The dates of service provided at each facility; • Daily logs of total hours worked by each individual performing work under this Agreement o Hours must be logged in increments of tenths of an hour or quarter hour Services Agreement between City of Dublin and Contract Sweeping Services July 1, 2020 Page 2 of 15 o If this Agreement covers multiple tasks, all hours must also be logged by task o A brief description of the work ■ The Contractor'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 Contractor. 2.3 Total Payment. City shall pay for the services to be rendered by Contractor pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Contractor 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 Contractor submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. 2.4 Hourly Fees. Fees for work performed by Contractor on an hourly basis shall not exceed the amounts shown on the compensation schedule attached hereto as Exhibit B. 2.5 Reimbursable Expenses. Reimbursable expenses are specified in Exhibit B. 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. 2.6 Payment of Taxes. Contractor is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. 2.7 Payment upon Termination. In the event that the City or Contractor terminates this Agreement pursuant to Section 8, the City shall compensate the Contractor for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Contractor shall maintain adequate logs and timesheets to verify costs incurred to that date. 2.8 Authorization to Perform Services. The Contractor 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. 2.9 Liquidated Damages. Failure of Contractor to respond to problems referred to it by City within the time limits established in Subsection 1.2 of this Agreement shall result in liquidated damages as set forth in Exhibit A. Services Agreement between City of Dublin and Contract Sweeping Services July 1, 2020 Page 3 of 15 Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Contractor 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 Contractor only the facilities and equipment listed in this section, and only under the terms and conditions set forth herein. Contractor shall make a written request to City to use facilities or equipment not otherwise listed herein. 3.1 Safety Requirements. In accordance with generally accepted construction practices and state law, Contractor shall be solely and completely responsible for conditions on the jobsite, including safety of all persons and property during performance of the work. This requirement shall apply continuously and not be limited to normal working hours. Contractor shall take all necessary precautions and provide all necessary safeguards to prevent personal injury and property damage. Contractor shall provide protection for all persons including, but not limited to, its employees and employees of its subcontractors; members of the public; and employees, agents, and representatives of the City and regulatory agencies that may be on or about the work. The services of the City in conducting review and inspection of Contractor's performance is not intended to include review of the adequacy of Contractor's work methods, equipment, bracing or scaffolding, or safety measures, in, on, or near any Contractor jobsite. All work and materials shall be in strict accordance with all applicable state, city, county, and federal rules, regulations and codes, with specific attention to the United States Department of Labor Occupational Health and Safety Administration (OSHA) requirements. Contractor shall be solely responsible for compliance with all city, county, and state explosive transport, storage, and blasting requirements and for any damages caused by such operations. Contractor is hereby informed that work on City property could be hazardous. Contractor shall carefully instruct all personnel working on City property that all conditions of the property are potentially hazardous work areas as to potential dangers and shall provide such necessary safety equipment and instructions as are necessary to prevent injury to personnel and damage to property. Special care shall be exercised relative to work underground. In addition to complying with all other safety regulations, Contractor shall abide by any and all other City requirements contained in any specifications, special conditions or manuals, which shall be made available by City upon request. Contractor shall provide and maintain all necessary safety equipment such as fences, barriers, signs, lights, walkways, guards, and fire prevention and fire -fighting equipment and shall take such other action as is required to fulfill its obligations under this section. It is the intent of the City to provide a safe working environment under normal conditions. CONTRACTOR IS ADVISED THAT CITY'S OPERATIONS AND PROPERTY ARE INHERENTLY HAZARDOUS BECAUSE OF CONDITIONS SUCH AS CONFINED Services Agreement between City of Dublin and Contract Sweeping Services July 1, 2020 Page 4 of 15 SPACES, POTENTIALLY EXPLOSIVE ATMOSPHERES, AND POSSIBLE EXPOSURE TO PATHOGENS. Contractor shall maintain all portions of the jobsite in a neat, clean, and sanitary condition at all times. If required by the City, toilets shall be furnished by Contractor where needed for use of its employees and their use shall be strictly enforced. Contractor shall not use the City's existing sanitary facilities, unless previously authorized by the City. Contractor shall keep adequate first aid facilities and supplies available and instruction in first aid for its employees shall be given. City reserves the right to require that Contractor bring onto the project or engage the services of a licensed safety engineer at any time during the term of this Agreement. If Contractor does not have a licensed safety engineer on staff, then City may require that Contractor engage a subcontractor or subconsultant as the project's safety engineer. Contractor shall bear all costs in connection with meeting the requirements of this section. Section 4. INSURANCE REQUIREMENTS. Before fully executing this Agreement, Contractor, at its own cost and expense, unless otherwise specified below, shall procure the types and amounts of insurance listed below 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 Contractor and its agents, representatives, employees, and subcontractors. Consistent with the following provisions, Contractor 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, and that such insurance is in effect prior to beginning work. Contractor 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 Contractor's bid. Contractor shall not allow any subcontractor to commence work on any subcontract until Contractor has obtained all insurance required herein for the subcontractor(s) and provided evidence to City that such insurance is in effect. VERIFICATION OF THE REQUIRED INSURANCE SHALL BE SUBMITTED AND MADE PART OF THIS AGREEMENT PRIOR TO EXECUTION. Contractor shall maintain all required insurance listed herein for the duration of this Agreement. 4.1 Workers' Compensation. 4.1.1 General Requirements. Contractor 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 Contractor. The Statutory Workers' Compensation Insurance and Employer's Liability Insurance shall be provided with limits of not less than $1,000,000 per accident. In the alternative, Contractor may rely on a self- insurance program to meet these 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 California Labor Code shall be solely in the discretion of the Contract Administrator. Services Agreement between City of Dublin and Contract Sweeping Services July 1, 2020 Page 5 of 15 The Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor of the City for all work performed by the Contractor, its employees, agents, and subcontractors. 4.1.2 Submittal Requirements. To comply with Subsection 4.1, Contractor shall submit the following: a. Certificate of Workers' Compensation Insurance in the amounts specified in the section; and b. Waiver of Subrogation Endorsement as required by the section. 4.2 Commercial General and Automobile Liability Insurance. 4.2.1 General Requirements. Contractor, at its own cost and expense, shall maintain commercial general liability insurance for the term of this Agreement in an amount not less than $2,000,000 and automobile liability insurance for the term of this Agreement in an amount not less than $2,000,000 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 (most recent edition) covering comprehensive General Liability on an "occurrence" basis. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001, Code 1 (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 a certified endorsement to the policy: a. The Insurance shall cover on an occurrence or an accident basis, and not on a claims -made basis. b. City, its officers, officials, employees, and volunteers are to be covered as additional insureds as respects: liability arising out of work or operations performed by or on behalf of the Contractor; or automobiles owned, leased, hired, or borrowed by the Contractor. Services Agreement between City of Dublin and Contract Sweeping Services July 1, 2020 Page 6 of 15 c. Contractor hereby agrees to waive subrogation which any insurer or contractor may require from vendor by virtue of the payment of any loss. Contractor agrees to obtain any endorsements that may be necessary to affect this waiver of subrogation. d. For any claims related to this Agreement or the work hereunder, the Contractor's insurance coverage shall be primary insurance as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Contractor's insurance and shall not contribute with it. 4.2.4 Submittal Requirements. To comply with Subsection 4.2, Contractor shall submit the following: a. Certificate of Liability Insurance in the amounts specified in the section; b. Additional Insured Endorsement as required by the section; c. Waiver of Subrogation Endorsement as required by the section; and d. Primary Insurance Endorsement as required by the section. 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, Contractor shall furnish City with complete copies of all Certificates of Liability Insurance delivered to Contractor by the insurer, including complete copies of all endorsements attached to the policies. All copies of Certificates of Liability Insurance and certified endorsements shall show the signature of a person authorized by that insurer to bind coverage on its behalf. If the City does not receive the required insurance documents prior to the Contractor beginning work, it shall not waive the Contractor's obligation to provide them. The City reserves the right to require complete copies of all required insurance policies at any time. 4.3.3 Deductibles and Self -Insured Retentions. Contractor shall disclose to and obtain the written 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. At the option of the City, either: the insurer shall reduce or eliminate such deductibles or self -insured retentions as respects the City, its officers, employees, and volunteers; or the Contractor shall provide a financial guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claim administration and defense expenses. Services Agreement between City of Dublin and Contract Sweeping Services July 1, 2020 Page 7 of 15 4.3.4 Wasting Policies. No policy required by this Section 4 shall include a "wasting" policy limit (i.e. limit that is eroded by the cost of defense). 4.3.5 Endorsement Requirements. Each insurance policy required by Section 4 shall be endorsed to state that coverage shall not be canceled by either party, except after 30 days' prior written notice has been provided to the City. 4.3.6 Subcontractors. Contractor shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 4.4 Remedies. In addition to any other remedies City may have if Contractor 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 Contractor'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 Contractor to stop work under this Agreement or withhold any payment that becomes due to Contractor hereunder, or both stop work and withhold any payment, until Contractor demonstrates compliance with the requirements hereof; and/or ■ Terminate this Agreement. Section 5. INDEMNIFICATION AND CONTRACTOR'S RESPONSIBILITIES. Contractor shall indemnify, defend with counsel acceptable to City, and hold harmless City and its officers, officials, employees, agents and volunteers from and against any and all liability, loss, damage, claims, expenses, and costs (including without limitation, attorney's fees and costs and fees of litigation) (collectively, "Liability") of every nature arising out of or in connection with Contractor's performance of the Services or its failure to comply with any of its obligations contained in this Agreement, except such Liability caused by the sole negligence or willful misconduct of City. The Contractor's obligation to defend and indemnify shall not be excused because of the Contractor's inability to evaluate Liability or because the Contractor evaluates Liability and determines that the Contractor is not liable to the claimant. The Contractor must respond within 30 days, to the tender of any claim for defense and indemnity by the City, unless this time has been extended by the City. If the Contractor fails to accept or reject a tender of defense and indemnity within 30 days, in addition to any other remedy authorized by law, so much of the money due the Contractor under and by virtue of this Agreement as shall reasonably be considered necessary by the City, may be retained by the City until disposition has been made of the claim or suit for damages, or until the Contractor accepts or rejects the tender of defense, whichever occurs first. Services Agreement between City of Dublin and Contract Sweeping Services July 1, 2020 Page 8 of 15 Notwithstanding the forgoing, to the extent this Agreement is a "construction contract" as defined by California Civil Code Section 2782, as may be amended from time to time, such duties of Contractor to indemnify shall not apply when to do so would be prohibited by California Civil Code Section 2782. In the event that Contractor or any employee, agent, or subcontractor of Contractor 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, Contractor shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Contractor 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 CONTRACTOR. 6.1 Independent Contractor. At all times during the term of this Agreement, Contractor shall be an independent contractor and shall not be an employee of City. This Agreement shall not be construed as an agreement for employment. City shall have the right to control Contractor only insofar as the results of Contractor's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subsection 1.3; however, otherwise City shall not have the right to control the means by which Contractor accomplishes services rendered pursuant to this Agreement. Contractor further acknowledges that Contractor performs Services outside the usual course of the City's business; and is customarily engaged in an independently established trade, occupation, or business of the same nature as the Contractor performs for the City, and has the option to perform such work for other entities. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Contractor 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 Contractor Not an Agent. Except as City may specify in writing, Contractor shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Contractor 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. Contractor and any subcontractors shall comply with all laws applicable to the performance of the work hereunder. Services Agreement between City of Dublin and Contract Sweeping Services July 1, 2020 Page 9 of 15 7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Contractor and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. 7.4 Licenses and Permits. Contractor represents and warrants to City that Contractor 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. Contractor represents and warrants to City that Contractor 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, Contractor and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. 7.5 Nondiscrimination and Equal Opportunity. Contractor shall not discriminate, on the basis of a person's race, sex, gender, religion (including religious dress and grooming practices), national origin, ancestry, physical or mental disability, medical condition (including cancer and genetic characteristics), marital status, age, sexual orientation, color, creed, pregnancy, genetic information, gender identity or expression, political affiliation or belief, military/veteran status, or any other classification protected by applicable local, state, or federal laws (each a "Protected Characteristic"), 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 Contractor under this Agreement. Contractor 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 Contractor. Contractor may cancel this Agreement upon 30 days' written notice to City and shall include in such notice the reasons for cancellation. In the event of termination, Contractor shall be entitled to compensation for services performed to the effective date of termination; City, however, may condition payment of such compensation upon Contractor delivering to City any or all documents, photographs, computer software, video and audio tapes, and other materials provided to Contractor or prepared by or for Contractor 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. Contractor understands and agrees that, if City grants such an extension, City shall have no obligation to provide Services Agreement between City of Dublin and Contract Sweeping Services July 1, 2020 Page 10 of 15 Contractor 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 Contractor 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 Contractor recognize and agree that this Agreement contemplates personal performance by Contractor and is based upon a determination of Contractor'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 Contractor. Contractor may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Contractor shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the proposal, without prior written approval of the Contract Administrator. 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Contractor shall survive the termination of this Agreement. 8.6 Options upon Breach by Contractor. If Contractor materially breaches any of the terms of this Agreement, City's remedies shall include, but not be limited to, the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Contractor pursuant to this Agreement; 8.6.3 Retain a different contractor to complete the work described in Exhibit A not finished by Contractor; or 8.6.4 Charge Contractor 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 Contractor pursuant to Section 2 if Contractor had completed the work. Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Contractor'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 Contractor prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Contractor 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 Services Agreement between City of Dublin and Contract Sweeping Services July 1, 2020 Page 11 of 15 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 Contractor agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both Parties. 9.2 Contractor's Books and Records. Contractor 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 3 years, or for any longer period required by law, from the date of final payment to the Contractor to this Agreement. 9.3 Inspection and Audit of Records. Any records or documents that Subsection 9.2 of this Agreement requires Contractor 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 $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 3 years after final payment under the Agreement. Section 10. MISCELLANEOUS PROVISIONS. 10.1 Attorneys' Fees. If a party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement, the Parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Alameda or in the United States District Court for the Northern District of California. 10.3 Severabilitv. 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. Services Agreement between City of Dublin and Contract Sweeping Services July 1, 2020 Page 12 of 15 10.6 Conflict of Interest. Contractor may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Contractor in a "conflict of interest," as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq. Contractor 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 Section 1090 et seq. Contractor hereby warrants that it is not now, nor has it been in the previous 12 months, an employee, agent, appointee, or official of the City. If Contractor was an employee, agent, appointee, or official of the City in the previous 12 months, Contractor warrants that it did not participate in any manner in the forming of this Agreement. Contractor understands that, if this Agreement is made in violation of California Government Code Section 1090 et seq., the entire Agreement is void and Contractor will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Contractor will be required to reimburse the City for any sums paid to the Contractor. Contractor understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of California Government Code Section 1090 et seq., and, if applicable, will be disqualified from holding public office in the State of California. 10.7 Solicitation. Contractor agrees not to solicit business at any meeting, focus group, or interview related to this Agreement, either orally or through any written materials. 10.8 Contract Administration. This Agreement shall be administered by the City Manager ("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee. 10.9 Notices. Any written notice to Contractor shall be sent to: Contract Sweeping Services, Inc. Attn: Joe Vella, President 760 E Capitol Avenue Milpitas, CA 95035 Any written notice to City shall be sent to: City of Dublin Att: Dean McDonald, Public Works Maintenance Superintendent 100 Civic Plaza Dublin, CA 94568 10.10 Integration. This Agreement, including the scope of work attached hereto and incorporated herein as Exhibits A, B, and C represents the entire and integrated agreement between City and Contractor and supersedes all prior negotiations, representations, or agreements, either written or oral. Services Agreement between City of Dublin and Contract Sweeping Services July 1, 2020 Page 13 of 15 Exhibit A Exhibit B Exhibit C Scope of Services Compensation Schedule Conflict of Interest Statement 10.11 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement. 10.12 Certification per Iran Contracting Act of 2010. In the event that this contract is for one million dollars ($1,000,000.00) or more, by Contractor's signature below Contractor certifies that Contractor, and any parent entities, subsidiaries, successors or subunits of Contractor are not identified on a list created pursuant to subdivision (b) of Section 2203 of the California Public Contract Code as a person engaging in investment activities in Iran as described in subdivision (a) of Section 2202.5, or as a person described in subdivision (b) of Section 2202.5 of the California Public Contract Code, as applicable. SIGNATURES ON FOLLOWING PAGE Services Agreement between City of Dublin and Contract Sweeping Services July 1, 2020 Page 14 of 15 The Parties have executed this Agreement as of the Effective Date. The persons whose signatures appear below certify that they are authorized to sign on behalf of the respective Party. CITY OF DUBLIN CONTRACT SWEEPING SERVICES, INC. Linda Smith, City Manager Joe Vella, President Attest: Marsha Moore, City Clerk Approved as to Form: City Attorney 3070365.1 Services Agreement between City of Dublin and Contract Sweeping Services July 1, 2020 Page 15 of 15 EXHIBIT A SCOPE OF SERVICES Contractor shall provide City with street sweeping services for residential and commercial streets, intersections, parking lots, as well as emergency callout service. SWEEPING CATEGORIES AND LOCATIONS: COMMERCIAL STREETS: The following commercial streets, including all medians, shall be treated as residential streets (swept twice per month) for the purpose of this Agreement: Dublin Court, Sierra Lane, Sierra Court, Civic Plaza, Trinity Court, Houston Place and Central Parkway. These commercial streets shall be swept at a time agreed upon by City, as to avoid noise complaints from adjacent residents. The following commercial streets, including all medians, shall be swept twice monthly, from January through October and four times monthly for the months of November and December. The following streets are defined as commercial streets: • Altamirano Avenue (Arnold Road to BART parking lot) • Amador Plaza Road (Amador Valley Boulevard to southerly end) • Amador Valley Boulevard (Village Parkway to westerly end) • Arnold Road (Altamirano Avenue to Gleason Drive) • Campbell Lane (Dublin Boulevard to Demarcus Boulevard) • Clark Avenue (Village Parkway to Dublin Boulevard) • Demarcus Boulevard (Iron Horse Parkway to Dublin Boulevard) • Dougherty Road (1-580 to Northerly City Limit, including a pass through the painted median areas) • Dublin Boulevard. (Schaefer Ranch Road to Fallon Road) • Fallon Road (Tassajara Road to 1-580) • Gleason Drive (Arnold Road to Fallon Road) • Golden Gate Drive (Dublin Boulevard to southerly end) • Hacienda Drive (1-580 to Gleason Drive) • Iron Horse Parkway (Demarcus Boulevard to Dublin Boulevard) • John Monego Court (Dublin Boulevard to southerly end) • Lewis Avenue (Village Parkway to Portage Road) • Martinelli Way (Hacienda Drive to Iron Horse Parkway) • Regional Street (Amador Valley Boulevard to south end) • Saint Patrick Way (Amador Plaza Road to Golden Gate Drive) • San Ramon Road (1-580 to Alcosta Boulevard) • Scarlett Court (Dublin Boulevard to east end) • Scarlett Drive (Dublin Boulevard to Scarlett Court) • Tassajara Road (1-580 to Cydonia Court) • Village Parkway (Clark Avenue to Amador Valley Boulevard) Any portion of the above streets which are not within the limits above shall be defined as a residential street and shall be swept in accordance with Residential Street Sweeping provisions. Services Agreement between July 1, 2020 City of Dublin and Contract Sweeping Services Exhibit A — Page 1 of 5 RESIDENTIAL STREETS: The City is divided into seven residential sweeping zones. Residential street sweeping shall be performed twice monthly. In addition, center medians within the limits specified shall also be swept twice monthly. Residential sweeping shall commence no earlier than 8 a.m. so to avoid noise complaints from adjacent residents, except for streets located adjacent to identified schools which require sweeping at 6 a.m. The City may agree to modify sweeping zones provided the following conditions: • To allow for the addition of new street segments as accepted by the City (City will provide list in writing, as needed) • Garbage collection route changes* *Sweeping shall not occur on the same day as garbage pickup in any given area. Contractor shall sweep on days following garbage pickup, whenever possible. Route changes shall not be allowed without written authorization from the Public Works Maintenance Superintendent, or their designee. Should a route change be approved, Contractor shall be responsible for notifying individual households that are affected in writing at least two weeks prior to beginning the new schedule. INTERSECTIONS: intersections listed below shall be swept twice monthly, paying special attention to areas of gravel and debris accumulated between through lanes and turn lanes: • Dublin Boulevard/San Ramon Road • Amador Valley Blvd./San Ramon Road • Dublin Boulevard/Regional Street • Amador Valley Blvd./Regional Street • Dublin Boulevard/Golden Gate Drive • Amador Valley Blvd./Village Parkway • Dublin Boulevard/Amador Plaza Road • Amador Valley Blvd./Amador Plaza • Dublin Boulevard/Village Parkway Road • Dublin Boulevard/Dublin Court • Amador Valley Blvd./Dougherty Road • Dublin Boulevard/Sierra Court • Dougherty Road/Sierra Lane • Dublin Boulevard/Dougherty Road • Gleason Drive/Hacienda Drive • Dublin Boulevard/Demarcus Boulevard • Gleason Drive/Tassajara Road • Dublin Boulevard/Iron Horse Parkway • Gleason Drive/Fallon Road • Dublin Boulevard/Arnold Road • Central Parkway/Hacienda Drive • Dublin Boulevard/Hacienda Drive • Central Parkway/Tassajara Road • Dublin Boulevard/Tassajara Road • Central Parkway/Fallon Road • Dublin Boulevard/Fallon Road • Hacienda Drive/Martinelli Way • PARKING LOTS: Contractor shall provide sweeping services twice monthly during the same weeks as residential sweeping. Sweeping shall be done after the normal operating hours of the facility so that no vehicles remain in the parking lot at the time sweeping is done. In the case of parks in residential neighborhoods (e.g., Alamo Creek Park and Shannon Park), sweeping shall be completed no earlier than 8 a.m. to avoid noise complaints from adjacent residents. Changes to sweeping days and times for all parking lots shall be approved by the Public Works Maintenance Superintendent, or their designee. • Civic Center -100 Civic Plaza Services Agreement between July 1, 2020 City of Dublin and Contract Sweeping Services Exhibit A — Page 2 of 5 • Shannon Park/Community Center -11600 Shannon Avenue • Alamo Creek Park - Dougherty Road and Willow Creek Drive • Dublin Sports Grounds - Dublin Boulevard next to Civic Center Plaza • Emerald Glen Park, Gleason Drive at Tassajara Road (3 parking lots, one on Gleason Drive and two on Central Parkway) • Senior Center, 7600 Amador Valley Boulevard • Dublin Heritage Park 11805 Dublin Boulevard (2 parking lots, one at Heritage Park, one at bank parking lot on Dublin Boulevard • Dougherty Hills Dog Park — Amador Valley Boulevard east of Stagecoach Road • Fallon Sports Park (2 parking lots, one on Palermo Way, east of Lockhart Street and one on Central Parkway) • Public Safety Complex (2 parking lots, one at 6361 Clark Avenue and one at 6363 Clark Avenue) EMERGENCY CALLOUTS: Contractor shall provide a 24-hour telephone number and/or a list of employees, including mobile telephone numbers, who are available for 24-hour emergency callout service. Fall leaf clean-up shall be billed on an emergency callout basis. Compensation for emergency callouts shall be on an hourly basis as detailed in Exhibit B, Compensation Schedule. TERMS: Calculation of Curb Miles: Curb mileage shall be calculated according to actual street curb miles and not machine odometer readings. If Consultant and the City disagree on the number of curb miles in a given area, mileage may be measured and recalculated, but the final determination shall be made by City. Report Submittal: Contractor shall submit a report with Global Positioning System (GPS) information for completed routes within the billing dates for each monthly invoice. Contractor shall submit an annual report, at fiscal year-end, of total curb miles serviced within the fiscal year. If Contractor identifies a need for increased frequency, miles swept or altered callout hours, Contractor shall submit a proposal to the Public Works Superintendent, or their designee, and may not perform additional services without their written approval. Any streets added to the City during the term of this Agreement, either by new construction or annexation, shall be swept according to the appropriate schedule, as determined by the Public Works Maintenance Superintendent, or their designee. The additional cost for sweeping these streets shall be based upon the per mile cost detailed in Exhibit B. Contractor shall be capable of providing any additional equipment and personnel needed to sweep potential development or annexation areas for the term of this Agreement. The City additionally reserves the right to reduce the number of curb miles to be swept within a given year without incurring an increase in the agreed per -curb -mile cost for that year. Holidays: If Contractor is unable to perform sweeping services due to a holiday, Contractor must provide an alternative schedule for streets missed. City shall be advised no later than thirty days in advance of holidays to be observed by Contractor and shall be provided with a makeup schedule that is no more than one week later. Once the makeup schedule is established, it shall not be changed without prior written approval of the City. Services Agreement between July 1, 2020 City of Dublin and Contract Sweeping Services Exhibit A — Page 3 of 5 Quality of Sweeping: The street sweeper shall leave designated areas of sweeping free of all dirt, litter, debris, and visual dust. The Contractor's street sweeper shall leave designated areas free of all dirt, litter, debris, and visual dust within the control of a fully operational machine. Due to various street widths and configurations throughout the City, street sweeping may require slower travel speed and/or multiple passes by the sweeper in many cases, to ensure curb -to -curb coverage of the street. Streets with raised medians (commercial and residential) shall have the curb -gutter perimeters of each raised median swept, including turnouts. Street - grade striped medians shall be swept in their entirety. All deposits within intersections shall be removed as part of the sweeping operations, resulting in minimal debris residual or tailings left on the swept surface following the completion of a pass(es) of the street sweeping machine. No sweeper shall blow debris onto private property or sidewalks. Due to various street configurations and densities of the urban forest throughout the City, when necessary for proper cleaning, the Contractor shall make more than one pass on a street without extra charge. Payment will be made for the initial length of curb swept, not the number of passes needed to leave designated areas free of all dirt, litter, debris, and visual dust within the control of a fully operational machine. Re -Sweeps — Those sweeps required of Contractor when previous sweeps have been deemed by City to be of poor quality, or when a street or sections of a street have been missed by Contractor during regularly scheduled street sweeping. Re -sweeps are completed at the expense of Contractor and shall be completed within 24-hours of notice, weather permitting. (from San Mateo County contract). The Contractor shall immediately respond when notified by the City to re- sweep unsatisfactory areas at no additional charge. In areas with offset angles, extruded curbs, parking blocks or any areas where street sweeping equipment has difficulty in maneuvering, the Contractor shall use whatever legal means necessary to maintain the cleanliness of these areas. These areas are subject to all the terms and conditions listed in this contract. Disposal of Sweepings: Contractor shall dispose of all refuse collected by hauling same to legally established refuse disposal sites or other site approved by the Public Works Superintendent, or their designee. Refuse shall not be stored on the street but shall be loaded into trucks or in appropriately placed containers, which shall be approved by the Public Works Superintendent, or their designee. If containers are used, they shall be dumped upon completion of the sweeping cycle. Any residual liquid waste shall be disposed of properly (e.g., not in the storm drain system). Water: Contractor shall provide, at their own expense, sufficient water for the street sweeping equipment necessary to comply with this Agreement and to assure that the curb and gutter are left in a clean condition and the amount of dust during sweeping is kept to a minimum. Water meters shall be obtained from the Dublin San Ramon Services District. The cost of water shall be paid by Contractor and included in the unit costs for various sweeping services. Contractor shall report gallons of water used per route as part of the monthly invoice reporting. Contractor shall, at no time, complete routes without refill of water reservoir. Services Agreement between July 1, 2020 City of Dublin and Contract Sweeping Services Exhibit A — Page 4 of 5 Equipment: Equipment not suitable to produce the quality of work required shall not be permitted to operate on the contract work. All equipment shall be subject to the approval of the Director of Public Works prior to use. All sweeping equipment shall have appropriate safety markings consisting of all highway lighting, flashing and warning lights, clearance lights, and warning flags, all in accordance with the State Vehicle Code, the City of Dublin Noise Ordinance and approved by the Director of Public Works. All vehicles and equipment used by the Contractor must be clearly identified with the name of the company and telephone number on each side of the equipment. Equipment must be maintained and clean at all times; mechanical brushes and brooms shall be maintained in proper condition and shall be replaced as recommended by the manufacturer or when pick-up ability becomes repaired. Aqe of Vehicles: The age of all streets sweeping equipment shall be no older than six (6) years, unless the Director of Public Works grants approval. The use of a steel plate on the sweeper wheel to prevent tire scuffing against the curb will not be permitted. At all times the Contractor shall properly maintain a minimum of two (2) machine sweepers, both as to condition and appearance, for use on the work under this contract. Sweepers must be equipped with mobile radio communications or cellular telephones to the Contractor's dispatch office, as well as GPS monitoring devices. Contractor will provide the City with access to the GPS system which allows for the monitoring of each sweeper's current location, as well as previously traveled locations when requested. Contractor shall provide the City with computer access to program to use GPS system at no cost. Equipment Operation: The Contractor shall operate the sweepers between 4 and 5 miles per hour when sweeping, unless it can be proven the sweeper can operate at a higher speed and still operate efficiently. Regulatory Compliance: Work, equipment, and methods shall be in compliance with all applicable California Air Resources Board (CARB), Bay Area Air Quality Management District (BAAQMD) and National Pollutant Discharge Elimination System (NPDES) regulations and requirements. Any street sweeping vehicle fluid leaks will be cleaned immediately using all appropriate dry cleaning methods and properly disposed. Each sweeper provided by the Contractor shall carry a spill kit and the operator shall be properly trained on how to clean spills. Costs incurred by the City to respond to, clean up, and/or contain fluid spills from any Contractor's vehicle shall be paid by the Contractor. Delays in Sweeping Schedule: In the event of delays to the sweeping schedule, Contractor shall notify the City as soon as possible and provide a makeup schedule satisfactory to the City. Contractor shall use and furnish at his own expense all labor, equipment, and materials necessary for the satisfactory performance of the street sweeping and parking lot sweeping work set forth herein. Contractor shall deploy at a minimum, one vehicle with a back -brush each service day. After sweeping, curbs and gutters shall be left in a clean condition. A clean condition is defined as the absence of residue in the streets and gutters upon the completion of the sweeping operation. Sweeping shall include as many Services Agreement between July 1, 2020 City of Dublin and Contract Sweeping Services Exhibit A — Page 5 of 5 passes as necessary to leave the street in a clean condition. Contractor shall maintain a log that records dates, times, streets, and miles swept. The log shall be available for inspection by the Public Works Superintendent, or their designee as soon as possible upon request. Obstructions: Contractor shall make all possible effort to avoid obstacles while completing a thorough sweep of streets. It is the responsibility of Contractor to replace and/or repair damaged assets within Public Right -of -Way. Contractor shall notify City of issues of concern where obstructions are in the way of completing work. Handling of Customer Complaints: Contractor, at the direction of City, shall reach out to residents to address complaints within the same business day reported. Contractor shall follow up with City to report on any and all resolutions to complaints and concerns. Performance: If at any time City feels the performance of Contractor is not meeting the needs of its residents and business community, City shall bring this to the attention of the Company President for immediate resolution. The Contractor shall furnish copies of valid commercial driver licenses for all operators assigned to the City, whether permanently or temporarily assigned. Services Agreement between July 1, 2020 City of Dublin and Contract Sweeping Services Exhibit A — Page 6 of 5 Item description Unit EXHIBIT B COMPENSATION SCHEDULE Annual Street Sweeping Quantities Est. Unit Quantities Price Total Price Residential Street Sweeping (2x Curb monthly) mile 5,800 $29.75 $172,550.00 Commercial Street Sweeping (2x monthly except for Nov and Dec Curb which are 4x monthly) mile 2,650 $29.75 $78,837.50 Intersections Each 655 $5.00 $3,275.00 Callouts (Includes Special Events and additional fall leaf season cleanup) Minimum 2 hours Hours 150 $100.00 $15,000.00 Parking Lots Each 150 $50.00 $7,500.00 Totals $277,162.50 The above chart lists estimates for FY 2020-21, totaling $277,163. Assuming an average of 120 new curb miles added annually, as well as a 3% CPI increase, a contract not to exceed amount for three years would be approximately $867,500. Year 1 $277,163 Year 2 $289,048 Year 3 $301,289 Total $867,500 Contractor shall notify City of any proposed increases to costs no later than 60 days prior to a new Fiscal Year (July 1 — June 30). Any changes to costs shall be approved in writing by the Public Works Maintenance Superintendent, or their designee. Any such annual increase shall be calculated based on the Bay Area Consumer Index Rate (CPI) and shall not exceed 3%. Please note, reimbursable expenses are built into rates as identified above. Note that quantities shown are projected amounts for Fiscal Year 2020-2021 and are not necessarily the exact amount to be swept. Street Sweeping services will be paid for based on actual quantities of the unit of measure of the associated bid item. When requesting callout services, the City shall provide Contractor with the number of hours required. If not provided, a one hour minimum shall be assumed. Invoices shall be submitted electronically to: pwinvoicesna.dublin.ca.gov no more than once monthly and as work is completed. Services Agreement between July 1, 2020 City of Dublin and Contract Sweeping Services Exhibit B — Page 1 of 1 EXHIBIT C CONFLICT OF INTEREST Consultant confirms the ability to meet the City of Dublin's Conflict of Interest requirements as specified in the City's RFP. Consultant is not aware of any recent, current or anticipated contractual obligations which will pose a potential conflict of interest with the work on this project. Consultant agrees that, for the term of this agreement, no member, officer or employee of the City of Dublin, or a public body within Alameda County or member of delegate to the Congress of the United States, during his/her tenure of for one year thereafter, shall have any direct interest in the contacts or any direct or material benefit arising therefrom Services Agreement between July 1, 2020 City of Dublin and Contract Sweeping Services Exhibit C — Page 1 of 1 CONTRACTOR SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND UNIVERSAL BUILDING SERVICES AND SUPPLY CO. THIS AGREEMENT for carpet cleaning and window services is made by and between the City of Dublin ("City") and Universal Building Services and Supply Co. ("Contractor") (together sometimes referred to as the "Parties") as of July 1, 2020 (the "Effective Date"). Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Contractor 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 Effective Date and shall end on June 30, 2023, the date of completion specified in Exhibit A, and Contractor shall complete the work described in Exhibit A on or before that date, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The time provided to Contractor to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement, as referenced in Section 8. Notwithstanding the foregoing this Agreement may be extended on a month to month basis for up to 6 months upon the written consent of the Contractor and the City Manager, provided that: a) sufficient funds have been appropriated for such purchase, b) the price charged by the Contractor for the provision of the serves described in Exhibit A does not increase. None of the foregoing shall affect the City's right to terminate the Agreement as provided for in Section 8. 1.2 Standard of Performance. Contractor 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 Contractor is engaged. 1.3 Assignment of Personnel. Contractor 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, Contractor shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Contractor 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 Subsection 1.2 above and to satisfy Contractor's obligations hereunder. 1.5 Reserved 1.6 Public Works Contractor Registration. Contractor agrees, in accordance with Section 1771.1 of the California Labor Code, that Contractor or any subcontractor shall not be qualified to bid on, be listed in a bid proposal, subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any contract for public work, Services Agreement between City of Dublin and Universal Building Services, Inc. July 1, 2020 Page 1 of 15 as defined in Chapter 1 of Part 7 of Division 2 of the California Labor Code, unless currently registered and qualified to perform public work pursuant to California Labor Code section 1725.5. It is not a violation of this section for an unregistered contractor to submit a bid that is authorized by Section 7029.1 of the Business and Professions Code or by Section 10164 or 20103.5 of the Public Contract Code, provided the contractor is registered to perform public work pursuant to Section 1725.5 at the time the contract is awarded. No contractor or subcontractor may be awarded a contract for public work on a public works project unless registered with the Department of Industrial Relations pursuant to California Labor Code section 1725.5. Contractor agrees, in accordance with Section 1771.4 of the California Labor Code, that if the work under this Agreement qualifies as public work, it is subject to compliance monitoring and enforcement by the Department of Industrial Relations. Section 2. COMPENSATION. City hereby agrees to pay Contractor a sum not to exceed TWO HUNDRED FOURTY THOUSAND THREE HUNDRED EIGHTY-TWO DOLLARS ($240,382) notwithstanding any contrary indications that may be contained in Contractor's proposal, for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Contractor's proposal, attached as Exhibit A, regarding the amount of compensation, the Agreement shall prevail. City shall pay Contractor 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 Contractor for services rendered pursuant to this Agreement. Contractor shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City in writing, Contractor shall not bill City for duplicate services performed by more than one person. Contractor and City acknowledge and agree that compensation paid by City to Contractor under this Agreement is based upon Contractor's estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Contractor. Consequently, the Parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Contractor 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. Contractor shall submit invoices, not more often than once a month during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. No individual performing work under this Agreement shall bill more than 2,000 hours in a fiscal year unless approved, in writing, by the City Manager or his/her designee. Invoices shall contain the following information: • The dates of service provided at each facility; ■ Daily logs of total hours worked by each individual performing work under this Agreement o Hours must be logged in increments of quarter hour o If this Agreement covers multiple tasks or locations, all hours must also be logged by task or location o A brief description of the work • The Contractor's signature; Services Agreement between City of Dublin and Universal Building Services, Inc. July 1, 2020 Page 2 of 15 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 Contractor. 2.3 Reserved 2.4 Total Payment. City shall pay for the services to be rendered by Contractor pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Contractor 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 Contractor 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 Contractor on an hourly basis shall not exceed the amounts shown on the compensation schedule attached hereto as Exhibit B. 2.6 Reimbursable Expenses. Reimbursable expenses are specified in Exhibit B. 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. Contractor 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 Contractor terminates this Agreement pursuant to Section 8, the City shall compensate the Contractor for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Contractor shall maintain adequate logs and timesheets to verify costs incurred to that date. 2.9 Authorization to Perform Services. The Contractor 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. 2.10 Liquidated Damages. Failure of Contractor to respond to problems referred to it by City within the time limits established in Subsection 1.2 of this Agreement shall result in liquidated damages as set forth in Exhibit A. Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Contractor 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 Contractor only the facilities and equipment listed Services Agreement between City of Dublin and Universal Building Services, Inc. July 1, 2020 Page 3 of 15 in this section, and only under the terms and conditions set forth herein. Contractor shall make a written request to City to use facilities or equipment not otherwise listed herein. 3.1 Safety Requirements. In accordance with generally accepted construction practices and state law, Contractor shall be solely and completely responsible for conditions on the jobsite, including safety of all persons and property during performance of the work. This requirement shall apply continuously and not be limited to normal working hours. Contractor shall take all necessary precautions and provide all necessary safeguards to prevent personal injury and property damage. Contractor shall provide protection for all persons including, but not limited to, its employees and employees of its subcontractors; members of the public; and employees, agents, and representatives of the City and regulatory agencies that may be on or about the work. The services of the City in conducting review and inspection of Contractor's performance is not intended to include review of the adequacy of Contractor's work methods, equipment, bracing or scaffolding, or safety measures, in, on, or near any Contractor jobsite. All work and materials shall be in strict accordance with all applicable state, city, county, and federal rules, regulations and codes, with specific attention to the United States Department of Labor Occupational Health and Safety Administration (OSHA) requirements. Contractor shall be solely responsible for compliance with all city, county, and state explosive transport, storage, and blasting requirements and for any damages caused by such operations. Contractor is hereby informed that work on City property could be hazardous. Contractor shall carefully instruct all personnel working on City property that all conditions of the property are potentially hazardous work areas as to potential dangers and shall provide such necessary safety equipment and instructions as are necessary to prevent injury to personnel and damage to property. Special care shall be exercised relative to work underground. In addition to complying with all other safety regulations, Contractor shall abide by any and all other City requirements contained in any specifications, special conditions or manuals, which shall be made available by City upon request. Contractor shall provide and maintain all necessary safety equipment such as fences, barriers, signs, lights, walkways, guards, and fire prevention and fire -fighting equipment and shall take such other action as is required to fulfill its obligations under this section. It is the intent of the City to provide a safe working environment under normal conditions. CONTRACTOR IS ADVISED THAT CITY'S OPERATIONS AND PROPERTY ARE INHERENTLY HAZARDOUS BECAUSE OF CONDITIONS SUCH AS CONFINED SPACES, POTENTIALLY EXPLOSIVE ATMOSPHERES, AND POSSIBLE EXPOSURE TO PATHOGENS. Services Agreement between City of Dublin and Universal Building Services, Inc. July 1, 2020 Page 4 of 15 Contractor shall maintain all portions of the jobsite in a neat, clean, and sanitary condition at all times. If required by the City, toilets shall be furnished by Contractor where needed for use of its employees and their use shall be strictly enforced. Contractor shall not use the City's existing sanitary facilities, unless previously authorized by the City. Contractor shall keep adequate first aid facilities and supplies available and instruction in first aid for its employees shall be given. City reserves the right to require that Contractor bring onto the project or engage the services of a licensed safety engineer at any time during the term of this Agreement. If Contractor does not have a licensed safety engineer on staff, then City may require that Contractor engage a subcontractor or subconsultant as the project's safety engineer. Contractor shall bear all costs in connection with meeting the requirements of this section. Section 4. INSURANCE REQUIREMENTS. Before fully executing this Agreement, Contractor, at its own cost and expense, unless otherwise specified below, shall procure the types and amounts of insurance listed below 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 Contractor and its agents, representatives, employees, and subcontractors. Consistent with the following provisions, Contractor 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, and that such insurance is in effect prior to beginning work. Contractor 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 Contractor's bid. Contractor shall not allow any subcontractor to commence work on any subcontract until Contractor has obtained all insurance required herein for the subcontractor(s) and provided evidence to City that such insurance is in effect. VERIFICATION OF THE REQUIRED INSURANCE SHALL BE SUBMITTED AND MADE PART OF THIS AGREEMENT PRIOR TO EXECUTION. Contractor shall maintain all required insurance listed herein for the duration of this Agreement. 4.1 Workers' Compensation. 4.1.1 General Requirements. Contractor 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 Contractor. The Statutory Workers' Compensation Insurance and Employer's Liability Insurance shall be provided with limits of not less than $1,000,000 per accident. In the alternative, Contractor may rely on a self- insurance program to meet these 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 California Labor Code shall be solely in the discretion of the Contract Administrator. The Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor of the City for all work performed by the Contractor, its employees, agents, and subcontractors. Services Agreement between City of Dublin and Universal Building Services, Inc. July 1, 2020 Page 5 of 15 4.1.2 Submittal Requirements. To comply with Subsection 4.1, Contractor shall submit the following: a. Certificate of Workers' Compensation Insurance in the amounts specified in the section; and b. Waiver of Subrogation Endorsement as required by the section. 4.2 Commercial General and Automobile Liability Insurance. 4.2.1 General Requirements. Contractor, at its own cost and expense, shall maintain commercial general liability insurance for the term of this Agreement in an amount not less than $2,000,000 and automobile liability insurance for the term of this Agreement in an amount not less than $2,000,000 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 (most recent edition) covering comprehensive General Liability on an "occurrence" basis. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001, Code 1 (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 a certified endorsement to the policy: a. The Insurance shall cover on an occurrence or an accident basis, and not on a claims -made basis. b. City, its officers, officials, employees, and volunteers are to be covered as additional insureds as respects: liability arising out of work or operations performed by or on behalf of the Contractor; or automobiles owned, leased, hired, or borrowed by the Contractor. c. Contractor hereby agrees to waive subrogation which any insurer or contractor may require from vendor by virtue of the payment of any loss. Contractor agrees to obtain any endorsements that may be necessary to affect this waiver of subrogation. Services Agreement between City of Dublin and Universal Building Services, Inc. July 1, 2020 Page 6 of 15 d. For any claims related to this Agreement or the work hereunder, the Contractor's insurance coverage shall be primary insurance as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Contractor's insurance and shall not contribute with it. 4.2.4 Submittal Requirements. To comply with Subsection 4.2, Contractor shall submit the following: a. Certificate of Liability Insurance in the amounts specified in the section; b. Additional Insured Endorsement as required by the section; c. Waiver of Subrogation Endorsement as required by the section; and d. Primary Insurance Endorsement as required by the section. 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, Contractor shall furnish City with complete copies of all Certificates of Liability Insurance delivered to Contractor by the insurer, including complete copies of all endorsements attached to the policies. All copies of Certificates of Liability Insurance and certified endorsements shall show the signature of a person authorized by that insurer to bind coverage on its behalf. If the City does not receive the required insurance documents prior to the Contractor beginning work, it shall not waive the Contractor's obligation to provide them. The City reserves the right to require complete copies of all required insurance policies at any time. 4.3.3 Deductibles and Self -Insured Retentions. Contractor shall disclose to and obtain the written 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. At the option of the City, either: the insurer shall reduce or eliminate such deductibles or self -insured retentions as respects the City, its officers, employees, and volunteers; or the Contractor shall provide a financial guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claim administration and defense expenses. 4.3.4 Wasting Policies. No policy required by this Section 4 shall include a "wasting" policy limit (i.e. limit that is eroded by the cost of defense). Services Agreement between City of Dublin and Universal Building Services, Inc. July 1, 2020 Page 7 of 15 4.3.5 Endorsement Requirements. Each insurance policy required by Section 4 shall be endorsed to state that coverage shall not be canceled by either party, except after 30 days' prior written notice has been provided to the City. 4.3.6 Subcontractors. Contractor shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 4.4 Remedies. In addition to any other remedies City may have if Contractor 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 Contractor'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 Contractor to stop work under this Agreement or withhold any payment that becomes due to Contractor hereunder, or both stop work and withhold any payment, until Contractor demonstrates compliance with the requirements hereof; and/or ■ Terminate this Agreement. Section 5. INDEMNIFICATION AND CONTRACTOR'S RESPONSIBILITIES. Contractor shall indemnify, defend with counsel acceptable to City, and hold harmless City and its officers, officials, employees, agents and volunteers from and against any and all liability, loss, damage, claims, expenses, and costs (including without limitation, attorney's fees and costs and fees of litigation) (collectively, "Liability") of every nature arising out of or in connection with Contractor's performance of the Services or its failure to comply with any of its obligations contained in this Agreement, except such Liability caused by the sole negligence or willful misconduct of City. The Contractor's obligation to defend and indemnify shall not be excused because of the Contractor's inability to evaluate Liability or because the Contractor evaluates Liability and determines that the Contractor is not liable to the claimant. The Contractor must respond within 30 days, to the tender of any claim for defense and indemnity by the City, unless this time has been extended by the City. If the Contractor fails to accept or reject a tender of defense and indemnity within 30 days, in addition to any other remedy authorized by law, so much of the money due the Contractor under and by virtue of this Agreement as shall reasonably be considered necessary by the City, may be retained by the City until disposition has been made of the claim or suit for damages, or until the Contractor accepts or rejects the tender of defense, whichever occurs first. Notwithstanding the forgoing, to the extent this Agreement is a "construction contract" as defined by California Civil Code Section 2782, as may be amended from time to time, such duties of Contractor to indemnify shall not apply when to do so would be prohibited by California Civil Code Section 2782. Services Agreement between City of Dublin and Universal Building Services, Inc. July 1, 2020 Page 8 of 15 In the event that Contractor or any employee, agent, or subcontractor of Contractor 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, Contractor shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Contractor 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 CONTRACTOR. 6.1 Independent Contractor. At all times during the term of this Agreement, Contractor shall be an independent contractor and shall not be an employee of City. This Agreement shall not be construed as an agreement for employment. City shall have the right to control Contractor only insofar as the results of Contractor's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subsection 1.3; however, otherwise City shall not have the right to control the means by which Contractor accomplishes services rendered pursuant to this Agreement. Contractor further acknowledges that Contractor performs Services outside the usual course of the City's business; and is customarily engaged in an independently established trade, occupation, or business of the same nature as the Contractor performs for the City, and has the option to perform such work for other entities. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Contractor 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 Contractor Not an Agent. Except as City may specify in writing, Contractor shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Contractor 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. Contractor 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, Contractor and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. Services Agreement between City of Dublin and Universal Building Services, Inc. July 1, 2020 Page 9 of 15 7.4 Licenses and Permits. Contractor represents and warrants to City that Contractor 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. Contractor represents and warrants to City that Contractor 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, Contractor and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. 7.5 Nondiscrimination and Equal Opportunity. Contractor shall not discriminate, on the basis of a person's race, sex, gender, religion (including religious dress and grooming practices), national origin, ancestry, physical or mental disability, medical condition (including cancer and genetic characteristics), marital status, age, sexual orientation, color, creed, pregnancy, genetic information, gender identity or expression, political affiliation or belief, military/veteran status, or any other classification protected by applicable local, state, or federal laws (each a "Protected Characteristic"), 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 Contractor under this Agreement. Contractor 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 Contractor. Contractor may cancel this Agreement upon 30 days' written notice to City and shall include in such notice the reasons for cancellation. In the event of termination, Contractor shall be entitled to compensation for services performed to the effective date of termination; City, however, may condition payment of such compensation upon Contractor delivering to City any or all documents, photographs, computer software, video and audio tapes, and other materials provided to Contractor or prepared by or for Contractor 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. Contractor understands and agrees that, if City grants such an extension, City shall have no obligation to provide Contractor 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 Contractor for any otherwise reimbursable expenses incurred during the extension period. Services Agreement between City of Dublin and Universal Building Services, Inc. July 1, 2020 Page 10 of 15 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 Contractor recognize and agree that this Agreement contemplates personal performance by Contractor and is based upon a determination of Contractor'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 Contractor. Contractor may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Contractor shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the proposal, without prior written approval of the Contract Administrator. 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Contractor shall survive the termination of this Agreement. 8.6 Options upon Breach by Contractor. If Contractor materially breaches any of the terms of this Agreement, City's remedies shall include, but not be limited to, the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Contractor pursuant to this Agreement; 8.6.3 Retain a different contractor to complete the work described in Exhibit A not finished by Contractor; or 8.6.4 Charge Contractor 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 Contractor pursuant to Section 2 if Contractor had completed the work. Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Contractor'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 Contractor prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Contractor 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 Contractor 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. Services Agreement between City of Dublin and Universal Building Services, Inc. July 1, 2020 Page 11 of 15 9.2 Contractor's Books and Records. Contractor 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 3 years, or for any longer period required by law, from the date of final payment to the Contractor to this Agreement. 9.3 Inspection and Audit of Records. Any records or documents that Subsection 9.2 of this Agreement requires Contractor 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 $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 3 years after final payment under the Agreement. Section 10. MISCELLANEOUS PROVISIONS. 10.1 Attorneys' Fees. If a party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement, the Parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Alameda or in the United States District Court for the Northern District of California. 10.3 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. 10.6 Conflict of Interest. Contractor may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Contractor in a "conflict of interest," as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq. Services Agreement between City of Dublin and Universal Building Services, Inc. July 1, 2020 Page 12 of 15 Contractor 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 Section 1090 et seq. Contractor hereby warrants that it is not now, nor has it been in the previous 12 months, an employee, agent, appointee, or official of the City. If Contractor was an employee, agent, appointee, or official of the City in the previous 12 months, Contractor warrants that it did not participate in any manner in the forming of this Agreement. Contractor understands that, if this Agreement is made in violation of California Government Code Section 1090 et seq., the entire Agreement is void and Contractor will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Contractor will be required to reimburse the City for any sums paid to the Contractor. Contractor understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of California Government Code Section 1090 et seq., and, if applicable, will be disqualified from holding public office in the State of California. 10.7 Solicitation. Contractor agrees not to solicit business at any meeting, focus group, or interview related to this Agreement, either orally or through any written materials. 10.8 Contract Administration. This Agreement shall be administered by the City Manager ("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee. 10.9 Notices. Any written notice to Contractor shall be sent to: Universal Building Services and Supply, Co. Att: Dario DeVincenzi 3120 Pierce Street Richmond, CA 94804 Any written notice to City shall be sent to: City of Dublin Att: Dean McDonald 100 Civic Plaza Dublin, CA 94568 10.10 Integration. This Agreement, including the scope of work attached hereto and incorporated herein as Exhibits A, B, and C represents the entire and integrated agreement between City and Contractor and supersedes all prior negotiations, representations, or agreements, either written or oral. Exhibit A Exhibit B Exhibit C Scope of Services Compensation Schedule & Reimbursable Expenses Conflict of Interest Statement Services Agreement between City of Dublin and Universal Building Services, Inc. July 1, 2020 Page 13 of 15 10.11 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement. 10.12 Certification per Iran Contracting Act of 2010. In the event that this contract is for one million dollars ($1,000,000.00) or more, by Contractor's signature below Contractor certifies that Contractor, and any parent entities, subsidiaries, successors or subunits of Contractor are not identified on a list created pursuant to subdivision (b) of Section 2203 of the California Public Contract Code as a person engaging in investment activities in Iran as described in subdivision (a) of Section 2202.5, or as a person described in subdivision (b) of Section 2202.5 of the California Public Contract Code, as applicable. SIGNATURES ON FOLLOWING PAGE Services Agreement between City of Dublin and Universal Building Services, Inc. July 1, 2020 Page 14 of 15 The Parties have executed this Agreement as of the Effective Date. The persons whose signatures appear below certify that they are authorized to sign on behalf of the respective Party. CITY OF DUBLIN UNIVERSAL BUILDING SERVICES AND SUPPLY CO. Linda Smith, City Manager Dario DeVincenzi, Operations Manager Attest: Marsha Moore, City Clerk Approved as to Form: City Attorney 3070365.1 Services Agreement between City of Dublin and Universal Building Services, Inc. July 1, 2020 Page 15 of 15 EXHIBIT A SCOPE OF SERVICES CONTRACTOR shall provide qualified personnel, transportation and supplies necessary to perform carpet cleaning services for eleven (11) City facilities and window cleaning services at eight (8) City facilities. CARPET CLEANING SERVICES LOCATION 1: Dublin Civic Center -100 Civic Plaza Regional Meeting Area A Area B Area C Council Chambers Chamber Seating Schedule Room 2,622sf 4,730sf 1,748sf Floor Only Floor Only 1,150sf 500sf 2,000sf July X X August X X X X September X X October X X November X X X December X X January X X February X X X X X X March X X April X X May X X X June X X Area A Includes: Administration Wing lstfloor main hallway, staircases, 2nd floor main hallways (outside Finance and City Manager's Office) and staircases. Area B Includes: Internal corridors and traffic areas, Administration Wing. Area C Includes: Old Police Wing. LOCATION 2: Dublin Library — 200 Civic Plaza Schedule Community Room Main Library / Virginia Bennet Room Program Room 1,600sf 14,150sf 575sf July X September X X X November X January X X X March X May X X X Services Agreement between July 1, 2020 City of Dublin and Universal Building Services Exhibit A — Page 1 of 5 LOCATION 3: Senior Center - 7600 Amador Valley Boulevard Schedule All Carpet Areas 4,405sf July X September X November X January X March X May X LOCATION 4: Shannon Community Center —11600 Shannon Avenue Schedule Area A Area B 7,610sf 1,035sf July X August X X September X October X X November X December X X January X February X X March X April X X May X June X X Area A Includes: Ballroom 7,400 sf (must be cleaned using dry extraction), classroom, lobby and hallway. Area B Includes: Offices. LOCATION 5: Fire Station 16 - 7494 Donohue Drive Schedule April All Carpet Areas Notes 2,260sf X Annual cleaning coordinated by staff with Contractor LOCATION 6: Fire Station 17 — 6200 Madigan Avenue Schedule April All Carpet Areas Notes 3,480sf X Annual cleaning coordinated by staff with Contractor Services Agreement between July 1, 2020 City of Dublin and Universal Building Services Exhibit A — Page 2 of 5 LOCATION 7: Fire Station 18 — 4800 Fallon Road Schedule April All Carpet Areas Notes 1,980sf X Annual cleaning coordinated by staff with Contractor LOCATION 8: Heritage Center & Museum — 6600 Donlon Way Schedule All Carpet Areas Notes 600sf October X Semi -Annual cleaning coordinated by staff with Contractor May X Semi -Annual cleaning coordinated by staff with Contractor LOCATION 9: The WAVE Aquatic Center — 4201 Central Pkwy Schedule Area A Area B 4,504sf 1,800sf July X August X X September X October X X November X December X X January X February X X March X April X X May X June X X Area A Includes: Multi -purpose room, lobby and hallway. Area B Includes: Offices. LOCATION 10: Corporation Yard- 5709 Scarlett Court Schedule April All Carpet Areas Notes 1,800sf X Annual cleaning coordinated by staff with Contractor Services Agreement between July 1, 2020 City of Dublin and Universal Building Services Exhibit A — Page 3 of 5 LOCATION 11: Public Safety Complex (Police Services) — 6361 Clark Avenue Schedule i October i May All Carpet Areas Notes 12,055sf X X WINDOW CLEANING SERVICES Semi -Annual cleaning coordinated by staff with Contractor Semi -Annual cleaning coordinated by staff with Contractor LOCATION FREQUENCY 1. Civic Center —100 Civic Center (Both Wings) All exterior perimeter windows All interior windows, atrium & partition glass Lobbies (both wings) - Interior and exterior Atrium (hallway) — Exterior Atrium (hallway) — Interior 2. Library — 200 Civic Center All exterior perimeter windows -exterior only All interior windows & partition glass Atrium hi -bay circular windows Entrance lobby glass doors 3. Shannon Community Center —11600 Shannon Avenue Perimeter windows - Exterior only Perimeter windows - Interior only Interior partitions and doors 4. Dublin Senior Center — 7600 Amador Valley Boulevard Perimeter windows - Exterior only Perimeter windows -Interior only 5. Dublin Heritage Center — 6600 Donlon Way Museum - Interior and exterior Church - Interior and exterior Kolb House - Interior and exterior School Barn - Interior and exterior Public Restroom Building - Interior and exterior Art Studio - Interior and exterior 6. The WAVE Aquatic Park — 4201 Central Parkway Perimeter windows - Exterior only Perimeter windows - Interior only Natatorium windows (second story) - Interior and exterior Lobby lower windows - Interior and exterior Services Agreement between City of Dublin and Universal Building Services May & October October September & March Upon Request Upon Request Feb, Jun, Sep, Dec October October Feb, Jun, Sep, Dec Feb, Jun, Oct June June April & October October September September September September September September May, Jun, Sep, Jan May, Jun, Sep, Jan October & March Upon Request July 1, 2020 Exhibit A — Page 4 of 5 7. Public Safety Complex (Police Services)— 6361 Clark Avenue Perimeter windows - Exterior only Perimeter windows -Interior only 8. Corporation Yard — 5709 Scarlett Court Perimeter windows - Exterior only Perimeter windows -Interior only CONTRACTOR REQUIREMENTS June June June June 1. Upon the City of Dublin's request, the contractor shall provide Safety Data Sheets (SDS) for all chemicals used for window cleaning. 2. Contractor shall provide all personnel, uniforms, tools, equipment, parts, records/logs, rags, cleaning chemicals, etc., necessary to perform the services described. All other materials/supplies required to perform this service, and not otherwise mentioned, shall be provided by the Contractor at his/her expense. 3. Contractor shall adhere to all current state and local water use restrictions & regulations. 4. Window Cleaning shall be performed on site during regular business hours, between 8:00 AM and 5:00 PM on weekdays, unless it causes a disruption to the City of Dublin employees or the City's ability to serve the community or presents a safety hazard/disruption to others. 5. Contractor shall be responsible for all damage which occurs to City property while performing services, regardless of whether the damage is to an item(s) being cleaned or to other item(s) in and around the unit where services are being performed. 6. Contractor is not allowed to subcontract work to a third party once a service contract agreement has been approved. 7. Contractor is responsible for maintaining a safe work area while cleaning windows which includes installing safety barricades and signs to warn the public. CONTRACTOR PERSONNEL REQUIREMENTS 1. Contractor shall assign a sufficient number of trained & experienced employees to perform the required service. Contractor shall designate one (1) employee as principal with full responsibility for directing the entire crew. Each principal shall be authorized to act for the Contractor in every detail. 2. Contractor shall furnish and require every on -duty employee to wear a company shirt or a visible photo identification badge identifying employee by name. 3. All assigned personnel are subject to a criminal history records check performed using Live Scan. Government fees are required for the State (DOJ) and Federal (FBI) level criminal history record checks. Contractor is responsible for the fee to perform such records search. A $45 application per personnel is required to perform a formal criminal history records check. Should an employee not pass the criminal history records check; a refund will not be provided. 4. All assigned personnel must have all the proper safety training, and equipment operator certificates to meet the minimum requirements of Cal OSHA. Services Agreement between July 1, 2020 City of Dublin and Universal Building Services Exhibit A — Page 5 of 5 EXHIBIT B COMPENSATION SCHEDULE CARPET CLEANING SERVICES DUBLIN CIVIC CENTER -100 CIVIC PLAZA Regional Meeting Council Chamber Schedule Room Area A Area B Chambers Seating Cost July X X $566 August X X X $1,276 September X X $566 October X X $566 November X X X X $1,350 December X X $566 January X X $566 February X X X X $1,838 March X X $566 April X X $566 May X X X X $1,350 June X X $566 Area A Includes: Administration Wing 1st Floor main hallway, staircases, upstairs main hallways (outside Finance and City Manager's Office), Parks Wing 1st Floor main hallway, staircases. Area B Includes: Internal corridors and traffic areas, entire building. Services to be completed on the 3rd Thursday of each month listed above with a start time of 6:00 pm. DUBLIN LIBRARY — 200 CIVIC PLAZA Main Library / Community Virginia Bennet Program Schedule Room Room Room Cost July X $240 September X X X $2,435 November X $240 January X X X $2,435 March X $240 May X X X $2,435 Services to be completed on the 4th Friday of each month listed above. SENIOR CENTER - 7600 AMADOR VALLEY BOULEVARD Services Agreement between July 1, 2020 City of Dublin and Universal Building Services Exhibit B — Page 1 of 5 Schedule All Carpet Areas Cost July X $660 September X $660 November X $660 January X $660 March X $660 May X $660 Services to be completed on the 2nd Monday of each month listed above. SHANNON COMMUNITY CENTER —11600 SHANNON AVENUE Schedule Area A Area B Cost July X $1,142 August X X $1,298 September X $1,142 October X X $1,298 November X $1,142 December X X $1,298 January X $1,142 February X X $1,298 March X $1,142 April X X $1,298 May X $1,142 June X X $1,298 Area A Includes: Ballroom (with spot treatment at every cleaning), classroom, lobby and hallway. Area B Includes: Offices. Services to be completed on the 1st Monday of each month listed above. FIRE STATION 16 - 7494 DONOHUE DRIVE* Schedule April All Carpet Areas X Cost FIRE STATION 17 — 6200 MADIGAN AVENUE* Schedule April All Carpet Areas X Cost $339 $522 Services Agreement between July 1, 2020 City of Dublin and Universal Building Services Exhibit B — Page 2 of 5 FIRE STATION 18 — 4800 FALLON ROAD* Schedule April All Carpet Areas X Cost ERITAGE CENTER & MUSEUM — 6600 DONLON WAY* 1 $297 1 Schedule All Carpet Areas Cost 1 October X $99 May X $99 1 UBLIC SAFETY COMPLEX (POLICE SERVICES) — 6361 CLARK AVENUE* Schedule All Carpet Areas Cost October X $1,810 May X $1,810 THE WAVE AQUATIC CENTER — 4201 CENTRAL PARKWAY* Schedule Area A Area B Cost 4,504sf 1,800sf July X $558 August X X $828 September X $558 October X X $828 November X $558 December X X $828 January X $558 February X X $828 March X $558 April X X $828 May X $558 June X X $828 CORPORATION YARD — 5709 SCARLETT COURT* Schedule All Carpet Areas Cost October X $270 May X $270 *Cleanings at these locations shall be coordinated by staff with Contractor. Services Agreement between July 1, 2020 City of Dublin and Universal Building Services Exhibit B — Page 3 of 5 WINDOW CLEANING SERVICES LOCATION FREQUENCY PER VISIT ANNUAL 1. Civic Center —100 Civic Center (Both Wings) All exterior perimeter windows All interior windows, atrium & partition glass Lobbies (both wings) - Interior and exterior Atrium (hallway) — Exterior Atrium (hallway) — Interior 2. Library — 200 Civic Center All exterior perimeter windows -exterior only All interior windows & partition glass Atrium hi -bay circular windows Entrance lobby glass doors May & October October September & March Upon Request Upon Request Feb, Jun, Sep, Dec October October Feb, Jun, Sep, Dec 3. Shannon Community Center —11600 Shannon Avenue Perimeter windows - Exterior only Feb, Jun, Oct Perimeter windows - Interior only June Interior partitions and doors June 4. Dublin Senior Center — 7600 Amador Valley Boulevard Perimeter windows - Exterior only Perimeter windows -Interior only 5. Dublin Heritage Center— 6600 Donlon Way Museum - Interior and exterior Church - Interior and exterior Kolb House - Interior and exterior School Barn - Interior and exterior Public Restroom Building - Interior and exterior Art Studio - Interior and exterior 6. The WAVE Aquatic Park — 4201 Central Parkway Perimeter windows - Exterior only Perimeter windows - Interior only Natatorium windows (second story) - Interior and exterior Lobby lower windows - Interior and exterior 7. Public Safety Complex (Police Services)— 6361 Clark Perimeter windows - Exterior only Perimeter windows -Interior only 8. Corporation Yard — 5709 Scarlett Court Perimeter windows - Exterior only Perimeter windows -Interior only April & October October September September September September September September May, Jun, Sep, Jan May, Jun, Sep, Jan October & March Upon Request Avenue June June June June $1,200 $2,400 $200 $400 $1,200 $600 $800 $200 $100 $500 $500 $100 $300 $400 $250 $100 $200 $50 $50 $200 $800 $800 $900 $200 $510 $500 $50 $50 $2,400 $2,400 $400 $2,400 $800 $200 $400 $1,500 $500 $100 $600 $400 $250 $100 $200 $50 $50 $200 $3,200 $3,200 $1,800 $510 $500 $50 $50 Services Agreement between July 1, 2020 City of Dublin and Universal Building Services Exhibit B — Page 4 of 5 Window Window Cleaning Contingency Year 1 $24,060 $1,500 Year2 $24,782 $1,500 Year 3 $25,525 $1,500 Total $74,367 $4,500 Carpet Carpet Annual Cleaning Contingency Total $50,799 $1,500 $77,859 $52,323 $1,500 $80,105 $53,893 $1,500 $82,418 $157,015 $4,500 $240,382 Contractor shall notify City of any proposed increases to costs no later than 60 days prior to a new Fiscal Year (July 1 — June 30). Any changes to costs shall be approved in writing by the Public Works Maintenance Superintendent, or their designee. Any such annual increase shall be calculated based on the Bay Area Consumer Index Rate (CPI) and shall not exceed 3%. Please note, reimbursable expenses are built into rates as identified above. Invoices shall be submitted electronically to: pwinvoices(a,dublin.ca.gov no more than once monthly and as work is completed. Services Agreement between July 1, 2020 City of Dublin and Universal Building Services Exhibit B — Page 5 of 5 EXHIBIT C CONFLICT OF INTEREST Consultant confirms the ability to meet the City of Dublin's Conflict of Interest requirements as specified in the City's RFP. Consultant is not aware of any recent, current or anticipated contractual obligations which will pose a potential conflict of interest with the work on this project. Consultant agrees that, for the term of this agreement, no member, officer or employee of the City of Dublin, or a public body within Alameda County or member of delegate to the Congress of the United States, during his/her tenure of for one year thereafter, shall have any direct interest in the contacts or any direct or material benefit arising therefrom Services Agreement between July 1, 2020 City of Dublin and Universal Building Services Exhibit C — Page 1 of 1 AMENDMENT #3 TO CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND BKF ENGINEERS WHEREAS, on November 1, 2016, the City of Dublin (hereinafter referred to as "CITY") and BKF Engineers (hereinafter referred to as " CONSULTANT ") entered into a Consulting Services Agreement (hereinafter referred to as the "AGREEMENT"); and WHEREAS, on September 5, 2017, the City Council adopted Resolution 114-17 approving Amendment No. 1 to the Consulting Services Agreement for the preparation of environmental documents; and WHEREAS, on December 5, 2018, the CITY and CONSULTANT entered into Amendment No. 2, extending the term through June 30, 2020; and WHEREAS, the CITY and CONSULTANT now wish to amend the AGREEMENT to extend the term to June 30, 2021, and to modify sections 1.1, 6.1, and 7.5. NOW THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the AGREEMENT is amended as follows: 1) Section 1.1 shall be rescinded in its entirety and replaced with the following: a. Term of Services. The term of this AGREEMENT shall begin on the Effective Date and shall end on June 30, 2021, the date of completion specified in Exhibit A, and CONSULTANT shall complete the work described in Exhibit A on or before 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 referenced in Section 8. Notwithstanding the foregoing this AGREEMENT may be extended on a month to month basis for up to 6 months upon the written consent of the CONSULTANT and the City Manager, provided that: a) sufficient funds have been appropriated for such purchase, b) the price charged by the CONSULTANT for the provision of the serves described in Exhibit A does not increase. None of the foregoing shall affect the City's right to terminate the AGREEMENT as provided for in Section 8. 2) Section 6.1 shall be rescinded in its entirety and replaced with the following: a. 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. This Agreement shall not be construed as an agreement for employment. 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 Subsection 1.3; however, otherwise City shall not have the right to control the means by which CONSULTANT accomplishes services rendered pursuant to this Agreement. CONSULTANT further acknowledges that CONSULTANT performs Services outside the usual course of the City's business; and is customarily engaged in an independently established trade, occupation, or business of the same nature as the CONSULTANT performs for the City and has the option to perform such work for other entities. 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. 3) Section 7.5 shall be rescinded in its entirety and replaced with the following: a. Nondiscrimination and Equal Opportunity. CONSULTANT shall not discriminate, on the basis of a person's race, sex, gender, religion (including religious dress and grooming practices), national origin, ancestry, physical or mental disability, medical condition (including cancer and genetic characteristics), marital status, age, sexual orientation, color, creed, pregnancy, genetic information, gender identity or expression, political affiliation or belief, military/veteran status, or any other classification protected by applicable local, state, or federal laws (each a "Protected Characteristic"), 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. b. CONSULTANT shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement. 4) Except to the extent inconsistent with this Third Amendment, the Parties ratify and confirm all of the terms and conditions of the AGREEMENT. 5) All requisite insurance policies to be maintained by the CONSULTANT pursuant to the Agreement, as may have been amended from time to time, shall include coverage for the amended term, as described above. 6) The individuals executing this Amendment and the instruments referenced in it on behalf of CONSULTANT each represent and warrant that they have the legal power, right and actual authority to bind CONSULTANT to the terms and conditions of this Amendment. SIGNATURES ON THE FOLLOWING PAGE IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to be executed as of the date and year first above written. CITY OF DUBLIN Dated: ATTEST: By: Marsha Moore, City Clerk BKF ENGINEERS By: Dated: By: Linda Smith, City Manager Gordon C. Sweet, Vice President AMENDMENT #1 TO CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND DISABILITY ACCESS CONSULTANTS WHEREAS, on June 4, 2019, the City of Dublin (hereinafter referred to as "CITY") and Disability Access Consultants (hereinafter referred to as " CONSULTANT ") entered into a Consulting Services Agreement (hereinafter referred to as the "AGREEMENT"); and WHEREAS, the CITY and CONSULTANT now wish to amend the AGREEMENT to extend the term to June 30, 2021, and to modify sections 1.1, 6.1, 7.5 and 10.11 of the Agreement. NOW THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the AGREEMENT is amended as follows: 1) Section 1.1 shall be rescinded in its entirety and replaced with the following: a. Term of Services. The term of this AGREEMENT shall begin on the Effective Date and shall end on June 30, 2021, the date of completion specified in Exhibit A, and CONSULTANT shall complete the work described in Exhibit A on or before 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 referenced in Section 8. Notwithstanding the foregoing this AGREEMENT may be extended on a month to month basis for up to 6 months upon the written consent of the CONSULTANT and the City Manager, provided that: a) sufficient funds have been appropriated for such purchase, b) the price charged by the CONSULTANT for the provision of the serves described in Exhibit A does not increase. None of the foregoing shall affect the City's right to terminate the AGREEMENT as provided for in Section 8. 2) Section 6.1 shall be rescinded in its entirety and replaced with the following: a. 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. This Agreement shall not be construed as an agreement for employment. 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 Subsection 1.3; however, otherwise City shall not have the right to control the means by which CONSULTANT accomplishes services rendered pursuant to this Agreement. CONSULTANT further acknowledges that CONSULTANT performs Services outside the usual course of the City's business; and is customarily engaged in an independently established trade, occupation, or business of the same nature as the CONSULTANT performs for the City and has the option to perform such work for other entities. 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. 3) Section 7.5 shall be rescinded in its entirety and replaced with the following: a. Nondiscrimination and Equal Opportunity. CONSULTANT shall not discriminate, on the basis of a person's race, sex, gender, religion (including religious dress and grooming practices), national origin, ancestry, physical or mental disability, medical condition (including cancer and genetic characteristics), marital status, age, sexual orientation, color, creed, pregnancy, genetic information, gender identity or expression, political affiliation or belief, military/veteran status, or any other classification protected by applicable local, state, or federal laws (each a "Protected Characteristic"), 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. b. CONSULTANT shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement. 4) Except to the extent inconsistent with this First Amendment, the Parties ratify and confirm all of the terms and conditions of the AGREEMENT. 5) All requisite insurance policies to be maintained by the CONSULTANT pursuant to the Agreement, as may have been amended from time to time, shall include coverage for the amended term, as described above. 6) The individuals executing this Amendment and the instruments referenced in it on behalf of CONSULTANT each represent and warrant that they have the legal power, right and actual authority to bind CONSULTANT to the terms and conditions of this Amendment. SIGNATURES ON THE FOLLOWING PAGE IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be executed as of the date and year first above written. CITY OF DUBLIN Dated: ATTEST: By: Marsha Moore, City Clerk DISABILITY ACCESS CONSULTANTS By: Dated: By: Linda Smith, City Manager Tim Mahoney, General Manager AMENDMENT #3 TO CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND GEOSYNTEC CONSULTANTS WHEREAS, on January 10, 2017, the City of Dublin (hereinafter referred to as "CITY") and GEOSYNTEC (hereinafter referred to as " CONSULTANT ") entered into a Consulting Services Agreement for Stormwater Resource and Green Infrastructure Plan services (hereinafter referred to as the "AGREEMENT"); and WHEREAS, on September 5, 2017, the CITY and CONSULTANT amended the AGREEMENT, extending the term through December 31, 2018; and WHEREAS, on December 5, 2018, the CITY and CONSULTANT amended the AGREEMENT to add scope, budget and extend the term though June 30, 2020; and WHEREAS, the CITY and CONSULTANT now wish to amend the AGREEMENT to further extend the term to June 30, 2021, and to modify sections 1.1, 6.1, 7.5 and 10.12 of the Agreement. NOW THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the AGREEMENT is amended as follows: 1) Section 1.1 shall be rescinded in its entirety and replaced with the following: a. Term of Services. The term of this AGREEMENT shall begin on the Effective Date and shall end on June 30, 2021, the date of completion specified in Exhibit A, and CONSULTANT shall complete the work described in Exhibit A on or before 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 referenced in Section 8. Notwithstanding the foregoing this AGREEMENT may be extended on a month to month basis for up to 6 months upon the written consent of the CONSULTANT and the City Manager, provided that: a) sufficient funds have been appropriated for such purchase, b) the price charged by the CONSULTANT for the provision of the serves described in Exhibit A does not increase. None of the foregoing shall affect the City's right to terminate the AGREEMENT as provided for in Section 8. 2) Section 6.1 shall be rescinded in its entirety and replaced with the following: a. 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. This Agreement shall not be construed as an agreement for employment. 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 Subsection 1.3; however, otherwise City shall not have the right to control the means by which CONSULTANT accomplishes services rendered pursuant to this Agreement. CONSULTANT further acknowledges that CONSULTANT performs Services outside the usual course of the City's business; and is customarily engaged in an independently established trade, occupation, or business of the same nature as the CONSULTANT performs for the City and has the option to perform such work for other entities. 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. 3) Section 7.5 shall be rescinded in its entirety and replaced with the following: a. Nondiscrimination and Equal Opportunity. CONSULTANT shall not discriminate, on the basis of a person's race, sex, gender, religion (including religious dress and grooming practices), national origin, ancestry, physical or mental disability, medical condition (including cancer and genetic characteristics), marital status, age, sexual orientation, color, creed, pregnancy, genetic information, gender identity or expression, political affiliation or belief, military/veteran status, or any other classification protected by applicable local, state, or federal laws (each a "Protected Characteristic"), 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. b. CONSULTANT shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement. 4) Section 10.12 shall be rescinded in its entirety and replaced with the following: 10.12 Integration. This Agreement, including Exhibits A and B to the Agreement and Exhibits A and B to Amendment #3, represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral. 5) Except to the extent inconsistent with this Third Amendment, the Parties ratify and confirm all of the terms and conditions of the AGREEMENT. 6) All requisite insurance policies to be maintained by the Consultant pursuant to the Agreement, as may have been amended from time to time, shall include coverage for the amended term, as described above. 7) The individuals executing this Amendment and the instruments referenced in it on behalf of Consultant each represent and warrant that they have the legal power, right and actual authority to bind Consultant to the terms and conditions of this Amendment. SIGNATURES ON THE FOLLOWING PAGE IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to be executed as of the date and year first above written. CITY OF DUBLIN Dated: ATTEST: By: Marsha Moore, City Clerk GEOSYNTEC CONSULTANTS By: Dated: By: Linda Smith, City Manager Nancy Bice, Vice President AMENDMENT #2 TO THE CONSULTANT SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND RINCON CONSULTANTS, INC. WHEREAS, on July 1, 2018, the City of Dublin (hereinafter referred to as "CITY") and Rincon Consultants, Inc. (hereinafter referred to as "CONSULTANT") entered into a Consultant Services Agreement for assistance on the Climate Action Plan (CAP) update (hereinafter referred to as the "AGREEMENT"); and WHEREAS, the term of said AGREEMENT was amended to extend the contract expiration date from September 30, 2019 to June 30, 2020 ; and WHEREAS, the CITY and CONSULTANT now wish to amend the AGREEMENT to extend the term to June 30, 2021 and to modify sections 1.1 and 6.1 of the Agreement. NOW THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the Consultant Services Agreement is amended as follows: 1) Section 1.1: Term of Services. The term of this Agreement shall begin on the date first noted above and shall end on June 30, 2021, and Consultant shall complete the work described in Exhibit A- REVISED 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 4. 2) Section 6.1 shall be rescinded in its entirety and replaced with the following: a. Independent Contractor. At all times during the term of this Agreement, CONTRACTOR shall be an independent contractor and shall not be an employee of City. This Agreement shall not be construed as an agreement for employment. City shall have the right to control CONTRACTOR only insofar as the results of CONTRACTOR's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subsection 1.3; however, otherwise City shall not have the right to control the means by which CONTRACTOR accomplishes services rendered pursuant to this Agreement. CONTRACTOR further acknowledges that CONTRACTOR performs Services outside the usual course of the City's business; and is customarily engaged in an independently established trade, occupation, or business of the same nature as the CONTRACTOR performs for the City and has the option to perform such work for other entities. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, CONTRACTOR 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. 3) Except to the extent inconsistent with this Second Amendment, the Parties ratify and confirm all of the terms and conditions of the Consulting Services Agreement. 4) All requisite insurance policies to be maintained by the Consultant pursuant to the Agreement, as may have been amended from time to time, shall include coverage for the amended term, as described above. 5) The individuals executing this Amendment and the instruments referenced in it on behalf of Consultant each represent and warrant that they have the legal power, right and actual authority to bind Consultant to the terms and conditions of this Amendment. -SIGNATURES ON FOLLOWING PAGE- IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be executed as of the date and year first above written. CITY OF DUBLIN Dated: ATTEST: By: Marsha Moore, City Clerk RINCON CONSULTANTS, INC. Dated: By: Linda Smith, City Manager By: Joe Powers, AICP, Vice President AMENDMENT #1 TO CONTRACT SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND SURF 2 SNOW ENVIRONMENTAL RESOURCE MANAGEMENT WHEREAS, on August 20, 2018, the City of Dublin (hereinafter referred to as "CITY") and Surf 2 Snow Environmental Resource Management (hereinafter referred to as " CONTRACTOR ") entered into a Contract Services Agreement (hereinafter referred to as the "AGREEMENT"); and WHEREAS, the CITY and CONTRACTOR now wish to amend the AGREEMENT to extend the term to June 30, 2021 and increase the contract not -to - exceed amount to $204,654, and to modify sections 1.1, 2.0, 6.1, 7.5 and 9.11 of the Agreement. NOW THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the AGREEMENT is amended as follows: 1) Section 1.1 shall be rescinded in its entirety and replaced with the following: a. Term of Services. The term of this AGREEMENT shall begin on the Effective Date and shall end on June 30, 2021, the date of completion specified in Exhibit A, and CONTRACTOR shall complete the work described in Exhibit A on or before that date, unless the term of the AGREEMENT is otherwise terminated or extended, as provided for in Section 8. The time provided to CONTRACTOR to complete the services required by this Agreement shall not affect the City's right to terminate the AGREEMENT, as referenced in Section 8. Notwithstanding the foregoing this AGREEMENT may be extended on a month to month basis for up to 6 months upon the written consent of the CONTRACTOR and the City Manager, provided that: a) sufficient funds have been appropriated for such purchase, b) the price charged by the CONTRACTOR for the provision of the serves described in Exhibit A does not increase. None of the foregoing shall affect the City's right to terminate the AGREEMENT as provided for in Section 8. 2) Section 2.0 shall be rescinded in its entirety and replaced with the following: Compensation. City hereby agrees to pay Contractor a sum not to exceed TWO HUNDRED FOUR THOUSAND SIX HUNDRED FIFTY-FOUR DOLLARS ($204,654), notwithstanding any contrary indications that may be contained in Contractor's proposal, for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Contractor's proposal, attached as Exhibit A, regarding the amount of compensation, the Agreement shall prevail. City shall pay Contractor 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 Contractor for services rendered pursuant to this Agreement. Contractor shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City in writing, Contractor shall not bill City for duplicate services performed by more than one person. Contractor and City acknowledge and agree that compensation paid by City to Contractor under this Agreement is based upon Contractor's estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Contractor. Consequently, the Parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Contractor and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement. 3) Section 6.1 shall be rescinded in its entirety and replaced with the following: a. Independent Contractor. At all times during the term of this Agreement, CONTRACTOR shall be an independent contractor and shall not be an employee of City. This Agreement shall not be construed as an agreement for employment. City shall have the right to control CONTRACTOR only insofar as the results of CONTRACTOR's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subsection 1.3; however, otherwise City shall not have the right to control the means by which CONTRACTOR accomplishes services rendered pursuant to this Agreement. CONTRACTOR further acknowledges that CONTRACTOR performs Services outside the usual course of the City's business; and is customarily engaged in an independently established trade, occupation, or business of the same nature as the CONTRACTOR performs for the City and has the option to perform such work for other entities. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, CONTRACTOR 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. 4) Section 7.5 shall be rescinded in its entirety and replaced with the following: a. Nondiscrimination and Equal Opportunity. CONTRACTOR shall not discriminate, on the basis of a person's race, sex, gender, religion (including religious dress and grooming practices), national origin, ancestry, physical or mental disability, medical condition (including cancer and genetic characteristics), marital status, age, sexual orientation, color, creed, pregnancy, genetic information, gender identity or expression, political affiliation or belief, military/veteran status, or any other classification protected by applicable local, state, or federal laws (each a "Protected Characteristic"), 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 CONTRACTOR under this Agreement. b. CONTRACTOR shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement. 5) Section 9.11 shall be rescinded in its entirety and replaced with the following: 10.12 Integration. This Agreement, including Exhibits A and B, represents the entire and integrated agreement between City and CONTRACTOR and supersedes all prior negotiations, representations, or agreements, either written or oral. 6) Except to the extent inconsistent with this First Amendment, the Parties ratify and confirm all of the terms and conditions of the AGREEMENT. 7) All requisite insurance policies to be maintained by the CONTRACTOR pursuant to the Agreement, as may have been amended from time to time, shall include coverage for the amended term, as described above. 8) The individuals executing this Amendment and the instruments referenced in it on behalf of CONTRACTOR each represent and warrant that they have the legal power, right and actual authority to bind CONTRACTOR to the terms and conditions of this Amendment. SIGNATURES ON THE FOLLOWING PAGE IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be executed as of the date and year first above written. CITY OF DUBLIN Dated: ATTEST: By: By: Linda Smith, City Manager Marsha Moore, City Clerk SURF 2 SNOW ENVIRONMENTAL RESOURCE MANAGEMENT Dated: By: Elizabeth Frantz, Vice President