HomeMy WebLinkAboutReso 102-20 Approving Amendments to Agreements for Consulting ServicesReso. No. 102-20, Item 4.4, Adopted 10/06/20 Page 1 of 1
RESOLUTION NO. 102 – 20
A RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF DUBLIN
APPROVING AMENDMENTS TO AGREEMENTS FOR CONSULTING SERVICES
WHEREAS, the City has existing agreements with Francisco and Associates, Inc., Group
4 Architecture, Research+ Planning, Inc., and MNS Engineers, Inc., for on-call services related to
inspection, architecture, and consulting; and
WHEREAS, Staff wishes to amend these agreements to increase the not-to-exceed
amounts and to extend the term with Group 4 Architecture, Research+ Planning, Inc. to account
for additional work needed.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin does
hereby approve amendments to agreements with Francisco and Associates, Inc.; Group 4
Architecture, Research+ Planning, Inc.; and MNS Engineers, Inc., attached hereto as Exhibit A.
BE IT FURTHER RESOLVED that the City Manager is authorized to execute the
amendments to the agreements, attached hereto as Exhibit A, and make any necessary, non-
substantive changes to carry out the intent of this Resolution.
PASSED, APPROVED AND ADOPTED this 6th day of October, 2020, by the following
vote:
AYES: Councilmembers Goel, Hernandez, Josey, Kumagai and Mayor Haubert
NOES:
ABSENT:
ABSTAIN:
______________________________
Mayor
ATTEST:
_________________________________
City Clerk
AMENDMENT #1 TO CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF DUBLIN AND FRANCISCO AND ASSOCIATES, INC.
WHEREAS, on December 5, 2017, the City of Dublin (hereinafter referred
to as "CITY") and Francisco and Associates, Inc. (hereinafter referred to as "
CONSULTANT ") entered into a Consulting Services Agreement for acquisition and audit
services for Community Facilities Districts and administrative services for Landscape and
Lighting Districts, Emergency Medical Service Districts (EMS), and Residential Recycling
and Trash Service Districts; and
WHEREAS, the CITY and CONSULTANT now wish to amend the
Agreement to increase the Not -to -Exceed to a total of $250,000, modifying section 2 of
the agreement and to additionally modify sections 6.1 and 7.5 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1) Section 2 shall be rescinded in its entirety and replaced with the following:
COMPENSATION. City hereby agrees to pay Contractor a sum not to exceed
$250,000, 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) Section 6.1 shall be rescinded in its entirety and replaced with the following:
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:
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.
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
FRANCISCO AND ASSOCIATES, INC.
Dated:
By:
By:
Linda Smith, City Manager
Joseph Francisco, Principal
AMENDMENT #2 TO CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF DUBLIN AND GROUP 4 ARCHITECTURE RESEARCH + PLANNING,
INC.
WHEREAS, on February 6, 2018, the City of Dublin (hereinafter referred to
as "CITY") and Group 4 Architecture Research + Planning, Inc. (hereinafter referred to
as " CONSULTANT ") entered into a Consulting Services Agreement for architectural
services (hereinafter referred to as the "AGREEMENT"); and
WHEREAS, on November 12, 2019, the CITY and CONSULTANT
amended the existing AGREEMENT to increase the contract Not -to -Exceed amount to
$1,116,566 and to add additional Scope of Work for additional architectural services
related to the Cultural Arts Center; and
WHEREAS, the existing term is set to expire on June 30, 2021; and
WHEREAS, the existing project scope and budget are in process and staff
desires additional architectural services, time and budget related to the Cultural Arts
Center; and
WHEREAS, the CITY and CONSULTANT now wish to amend the
Agreement to further increase the Not -to -Exceed to a total of $ 1,800,000, extend the
term through June 30, 2022, modifying sections 1.1 and 2 of the Agreement, and to modify
section 6.1 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:
Term of Services. The term of this Agreement shall begin on the Effective Date
and shall end on June 30, 2022, 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 shall be rescinded in its entirety and replaced with the following:
COMPENSATION. City hereby agrees to pay Contractor a sum not to exceed
$1,800,000, 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:
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.
4) Except to the extent inconsistent with this Second 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 Second Amendment to
be executed as of the date and year first above written.
CITY OF DUBLIN
Dated: By:
ATTEST:
By:
Marsha Moore, City Clerk
Linda Smith, City Manager
GROUP 4 ARCHITECTURE RESEARCH + PLANNING, INC.
Dated: By:
Dawn Merkes, Principal
AMENDMENT #3 TO CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF DUBLIN AND MNS ENGINEERS, INC.
WHEREAS, on June 21, 2016, the City of Dublin (hereinafter referred to as
"CITY") and MNS Engineers, Inc. (hereinafter referred to as " CONSULTANT ") entered
into a Consulting Services Agreement for on -call construction management and
inspection engineering services; and
WHEREAS, on September 5, 2017, the CITY and CONSULTANT amended
the Agreement to assign a Not -to -Exceed limit of $1,000,000; and
WHEREAS, on May 21, 2019, the CITY and CONSULTANT further
amended the Agreement to extend the term through June 30 2021; and
WHEREAS, the CITY and CONSULTANT now wish to amend the
Agreement to increase the Not -to -Exceed to a total of $1,250,000, modifying section 2 of
the agreement and to additionally modify section 6.1.
NOW THEREFORE, for good and valuable consideration, the sufficiency of
which is hereby acknowledged, the AGREEMENT is amended as follows:
1) Section 2 shall be rescinded in its entirety and replaced with the following:
COMPENSATION. City hereby agrees to pay Contractor a sum not to exceed
$1,250,000, 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) Section 6.1 shall be rescinded in its entirety and replaced with the following:
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) Except to the extent inconsistent with this Third Amendment, the Parties ratify
and confirm all of the terms and conditions of the 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 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
MNS ENGINEERS, INC.
Dated:
By:
By:
Linda Smith, City Manager
Greg Chelini, Vice President