HomeMy WebLinkAboutReso 41-21 Resolution Approving an Agreement with Francisco & Associates, Inc. for Acquisition Audit Services and Administration Services
Reso. No. 41-21, Item 4.6, Adopted 05/04/21 Page 1 of 1
RESOLUTION NO. 41 - 21
A RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF DUBLIN
APPROVING AN AGREEMENT WITH FRANCISCO & ASSOCATES, INC. FOR
ACQUISITION AUDIT AND ADMINISTRATION SERVICES
WHEREAS, Staff issued a Request for Qualifications (RFQ) for acquisition audit services
for community facilities district and administration services for landscaping and lighting
maintenance assessment districts, emergency medical service tax collection, and residential
garbage and recycling services fee collection; and
WHEREAS, the City received two responses to the RFQ; and
WHEREAS, Staff reviewed and evaluated the proposals in accordance with the RFQ
rating criteria and determined that Francisco & Associates, Inc. best met the City desired scope
of services based on quality, completeness of the submission, and the firm’s experience with
engagements of similar scope and complexity; and
WHEREAS, the City desires to enter into an agreement with Francisco & Associates, Inc.
for a not to exceed amount of $250,000 over a three-and-a-half-year term for audit services for
community facilities district and administration services for landscaping and lighting maintenance
assessment districts, emergency medical service tax collection, and residential garbage and
recycling services fee collection.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin does
hereby approve the Agreement with Francisco & Associates, Inc., attached hereto as Exhibit A.
BE IT FURTHER RESOLVED that the City Manager is authorized to execute the
Agreement and make any necessary, non-substantive changes to carry out the intent of this
Resolution.
PASSED, APPROVED AND ADOPTED this 4th day of May 2021, by the following vote:
AYES: Councilmembers Hu, Josey, Kumagai, McCorriston and Mayor Hernandez
NOES:
ABSENT:
ABSTAIN:
______________________________
Mayor
ATTEST:
______________________________
City Clerk
Consulting Services Agreement between City of Dublin and 07/01/2021
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CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF DUBLIN AND
FRANCISCO & ASSOCIATES, INC.
FOR
ACQUISITION AUDIT SERVICES AND ADMINISTRATION SERVICES
THIS AGREEMENT for consulting services is made by and between the City of Dublin (“City”) and
Francisco & Associates, Inc. (“Consultant”) (together sometimes referred to as the “Parties”) as of July 1,
2021 (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 December 31, 2024, 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 $250,000,
notwithstanding any contrary indications that may be contained in Consultant’s proposal, for services to be
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performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this
Agreement and Consultant’s proposal, attached as Exhibit A, regarding the amount of compensation, the
Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the
time and in the manner set forth herein. The payments specified below shall be the only payments from
City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to
City in the manner specified herein. Except as specifically authorized by City 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
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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
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 and shall
not exceed $2,000. Expenses not listed in Exhibit B are not chargeable to City.
Reimbursable expenses are included in the total amount of compensation provided under
this Agreement that shall not be exceeded.
2.7 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes
incurred under this Agreement and any similar federal or state taxes.
2.8 Payment upon Termination. In the event that the City or Consultant terminates this
Agreement pursuant to Section 8, the City shall compensate the Consultant for all
outstanding costs and reimbursable expenses incurred for work satisfactorily completed as
of the date of written notice of termination. Consultant shall maintain adequate logs and
timesheets 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.
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Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole
cost and expense, provide all facilities and equipment that may be necessary to perform the services
required by this Agreement. City shall make available to Consultant only the facilities and equipment listed
in this section, and only under the terms and conditions set forth herein.
City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be
reasonably necessary for Consultant’s use while consulting with City employees and reviewing records and
the information in possession of the City. The location, quantity, and time of furnishing those facilities shall
be in the sole discretion of City. In no event shall City be obligated to furnish any facility that may involve
incurring any direct expense, including but not limited to computer, long-distance telephone or other
communication charges, vehicles, and reproduction facilities.
Section 4. INSURANCE REQUIREMENTS. Before 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:
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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.
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d. For any claims related to this Agreement or the work hereunder, the
Consultant’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 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.
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4.3.3 Additional Requirements. A certified endorsement to include contractual liability
shall be included in the policy.
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
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are alternatives to other remedies City may have and are not the exclusive remedy for
Consultant’s breach:
▪ Obtain such insurance and deduct and retain the amount of the premiums for such
insurance from any sums due under the Agreement;
▪ Order Consultant to stop work under this Agreement or withhold any payment that
becomes due to Consultant hereunder, or both stop work and withhold any payment,
until Consultant demonstrates compliance with the requirements hereof; and/or
▪ Terminate this Agreement.
Section 5. INDEMNIFICATION AND CONSULTANT’S RESPONSIBILITIES. 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. 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.
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.
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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
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,
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computer software, video and audio tapes, and other materials provided to Consultant or
prepared by or for Consultant or the City in connection with this Agreement.
8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this
Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a
written amendment to this Agreement, as provided for herein. Consultant understands and
agrees that, if City grants such an extension, City shall have no obligation to provide
Consultant with compensation beyond the maximum amount provided for in this
Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no
obligation to reimburse Consultant for any otherwise reimbursable expenses incurred
during the extension period.
8.3 Amendments. The Parties may amend this Agreement only by a writing signed by all the
Parties.
8.4 Assignment and Subcontracting. City and Consultant recognize and agree that this
Agreement contemplates personal performance by Consultant and is based upon a
determination of Consultant’s unique personal competence, experience, and specialized
personal knowledge. Moreover, a substantial inducement to City for entering into this
Agreement was and is the professional reputation and competence of Consultant.
Consultant may not assign this Agreement or any interest therein without the prior written
approval of the Contract Administrator. Consultant shall not subcontract any portion of the
performance contemplated and provided for herein, other than to the subcontractors noted
in the proposal, without prior written approval of the Contract Administrator.
8.5 Survival. All 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.
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9.1 Records Created as Part of Consultant’s Performance. All reports, data, maps,
models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications,
records, files, or any other documents or materials, in electronic or any other form, that
Consultant prepares or obtains pursuant to this Agreement and that relate to the matters
covered hereunder shall be the property of the City. Consultant hereby agrees to deliver
those documents to the City upon termination of the Agreement. It is understood and
agreed that the documents and other materials, including but not limited to those described
above, prepared pursuant to this Agreement are prepared specifically for the City and are
not necessarily suitable for any future or other use. City and Consultant agree that, until
final approval by City, all data, plans, specifications, reports and other documents are
confidential and will not be released to third parties without prior written consent of both
Parties.
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 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.
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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.
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10.10 Notices. Any written notice to Consultant shall be sent to:
Ed Espinoza, Principal
Francisco & Associates, Inc.
231 Market Place, Suite 543
San Ramon, 94583
Any written notice to City shall be sent to:
City of Dublin
Attn:City Engineer
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, and 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
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
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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 FRANCISCO & ASSOCIATES, INC.
Linda Smith, City Manager Ed Espinoza, Principal
Attest:
Consultant’s DIR Registration Number
(if applicable)
Marsha Moore, City Clerk
Approved as to Form:
City Attorney
3070368.1
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EXHIBIT A
SCOPE OF SERVICES
INTRODUCTION
Consultant shall provide professional services for a number of governmental service districts, specifically
acquisition and audit services for Community Facilities Districts, and administrative services for
Landscaping and Lighting Maintenance Districts, Emergency Medical Service Districts (EMS), and
Residential Recycling and Trash Service Districts.
Acquisition and Audit Services for Community Facilities District (CFD 2015-1)
City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing) was formed in accordance with
the Mello-Roos Community Facilities Act of 1982 (Act). CFD 2015-1 was formed for the acquisition of
public improvements, which include capital public improvements, public fees, and private utility facilities
authorized by the Act. Consultant shall review existing agreements and formation documents, create an
acquisition audit review process, review improvement plans, bid documents, schedule of values, and
review acquisition reimbursement applications.
• Project Research and Process Establishment. Consultant shall review existing agreements
between the City of Dublin and the Developer pertaining to CFD 2015-1. Consultant shall also
establish a procedure and process, in coordination with the Developer, for the submission, review,
and approval of reimbursement of authorized improvements and fees. Consultant shall provide
feedback and suggestions to both the City and Developer on methods to streamline the review and
reimbursement process.
• Review of Developer Reimbursement Requests. Consultant shall review each reimbursement
request submitted by the Developer pursuant to the Acquisition Agreement. When needed,
Consultant shall request, in writing, additional documentation from the developer to substantiate
acquisition eligibility when required. Upon completion of review, Consultant shall prepare and submit
a written report that documents and provides the following:
• A summary of costs to be reimbursed for each facility and/or discrete component
• An executive summary and audit summary
• Improvement location map
• A summary listing of hard and soft costs
• A contract summary outlining the original price, change orders (if any), final contract price, and the
eligible, disallowed and ineligible portions for reimbursement including an analysis based on the
lessor of cost or value
• A summary of invoices, proof of payment, and lien releases provided by the developer
• A recommendation from Consultant of the cost that is eligible and appropriate for reimbursement
• Consultant will be asked to review both electronic as well as hard copy reimbursement requests
• Consultant will need to be able to review and respond to reimbursement requests within ten
business days.
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• Documentation. All final reports and associated documents shall be filed with the City. Consultant
shall provide a tracking report of each reimbursement processed and a tracking report for
cumulative reimbursements to-date. Consultant shall maintain all records for up to three years
after the conclusion of work performed and make this available to the City, upon request. All
work products will become property of the City and provided in the format requested.
Administrative Services for Landscaping and Lighting Maintenance Districts (LLMDs)
Consultant shall administer five Landscaping and Lighting Maintenance Districts formed pursuant to the
Landscape and Lighting Act of 1972. The selected firm will collect data, review budgets, prepare annual
Engineer’s Report, submit annual levy to the County tax collector, and prepare manual bills (hand bills) for
assessments levied on properties that do not receive a property tax bill.
Annual tasks will include:
1. Preparing and completing an annual Engineer’s Report for each District.
2. Completing an updated yearly assessment roll and submitting this to the County tax collector for billing
purposes
3. Identifying and handbilling all parcels which are not billed by County tax collector (this may include
back billing if any such parcels are identified)
4. Keeping the City apprised of any changes to legal requirements for district operations
5. Working with City staff on revenue analysis for forecasting and budget purposes (as needed)
6. Working with City staff to identify future Capital Improvement needs within districts
Districts
1. Citywide Street Lighting Maintenance Assessment District 1983-1
2. Landscaping and Lighting Maintenance Assessment District 1983-2 (Stagecoach Road)
3. Landscaping and Lighting Maintenance Assessment District 1986-1 (Dougherty Road)
4. Landscaping and Lighting Maintenance Assessment District 1997-1 (Santa Rita Area)
5. Dublin Ranch Street Lighting Maintenance Assessment District 1999-1
Administrative Services for Emergency Medical Services Tax (EMS Tax)
Consultant shall manage the administration of this tax collection, to include reporting all levy assessment
changes to county tax collector offices.
Annual tasks will include:
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1. Completing an annual report, to include a review of the tax roll and identification of all parcels in need
of manual billing. This report should include a list of all parcels that are paying the EMS tax in both an
Excel and PDF format.
2. Completing an updated yearly assessment roll and submitting this to the County tax collector for billing
purposes.
3. Identifying and handbilling all parcels which are not billed by County tax collector (this may include
back billing if any such parcels are identified). (Issuing of invoices is an optional task)
4. Keeping the City apprised of any changes to legal requirements for district operations.
5. Working with City staff on revenue analysis for forecasting and budget purposes (as needed).
Administrative Services for Residential Garbage & Recycling Services Fee (RGR)
The City contracts with a private company to provide garbage and recycling collection, which is billed on
the County Property Tax Roll with an annual flat rate. Consultant shall manage the administration of this
tax collection, to include reporting all levy assessment changes to county tax collector offices.
Annual tasks will include:
1. Completing an annual report, to include a review of the tax roll and identification of all parcels in need
of manual billing. This report should include a list of all parcels that are paying the refuse charge in
both an Excel and PDF format.
2. Completing an updated yearly assessment roll and submitting this to the County tax collector for billing
purposes.
3. Keeping the City apprised of any changes to legal requirements for district operations.
4. Working with City staff on revenue analysis for forecasting and budget purposes (as needed).
Administrative Services – Additional Analysis and As-needed Services
Consultant shall provide additional services, as needed, to assist the City with additional analysis, budget,
or consultation related to the following:
• Community Facilities District No. 2015-1
• Landscaping and Lighting District Nos. 1983-2, 1986-1, and 1997-1
• Street Lighting Maintenance Assessment District Nos. 1983-1, and 1999-1
• Emergency Medical Service Tax Collection Services
• Residential Garbage and Recycling Fee Collection Services
Engineer’s Reports and budgets shall be adjusted, as applicable, to account for these additional as-needed
services.
ADMINISTRATION OF FEES COLLECTED ON PROPERTY TAX BILL
For all assessment districts which will require submission to the Alameda County tax assessor, the
following tasks will be required:
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1. Identify Any Changes from Prior Year: Consultant will need to obtain the new tax roll from the
Alameda County Assessor, or other sources. As part of the budget planning process, selected firm
will need to determine changes that occur from one year to the next in terms of increases or
decreases in number or size of parcels and adjust figures accordingly. Consultant shall notify City
of year to year changes.
2. Review of City Staff Prepared Budget Expenditure Estimates: Assist by providing professional
review of the components included in the preliminary budget expenditure estimates prepared by
City Staff. Provide input on any discrepancies based upon typical components of a property
related fee program. Be sure to include an annual review of all new properties coming online from
new development.
3. Assist City Staff in Preparing Budget Revenue Estimates: Based on data collected in earlier
steps, provide City Staff with an automated summary table to calculate scenarios comparing
expenditures to projected revenue. Please describe the format used to provide revenue
projections and all escalators, such as including CPI and utility increases, as well as all
methodology and assumptions used. City Staff and selected consultant will work together to
ensure that all projected budgets for districts match to the City’s expenditure budget and revenue
estimates for the City’s two year budget cycle. Additionally, revenue forecast methodology should
allow for the City to supplement the fee revenue with other sources and/ or to recognize the
application of prior year fund balance in calculating the maximum allowable assessment, desired
reserve balance, and actual assessment. Consultant shall become familiar with City fee
philosophy and assessment district history; and other issues related to the continued successful
operation of the assessment district.
4. Scheduling of Tasks: Consultant shall meet with Staff in the initial stages of the project to jointly
establish preliminary dates for any scheduled public meeting and/or required public hearing.
Consultant and City Staff shall verify that the schedule will meet required steps necessary to
complete the process within the timelines required by law. Consultant shall have available
preliminary assessment roll information as of the date of Public Hearings. In addition, Consultant
will work within a specified timeframe to allow for completion of budget projections prior to City’s
internal budget deadlines.
5. Attendance at Public Meetings: Consultant shall be prepared to attend two City Council meetings
to answer questions related to Districts. This is an optional task for Community Facilities Districts
as well as the five Landscaping and Lighting Maintenance Districts (LLMD generally all held
together at the same City Council Meeting). (OPTIONAL TASK)
6. Preparation of Engineer’s Annual Levy Report: Prepare five Engineer’s Annual Levy Reports in
accordance with legal requirements for Landscaping and Lighting Assessment Districts. Report
shall include justification of levies, method of apportionment, district budget, and specific levies for
parcels.
7. Notice & Ballots: If determined to be required by City Staff, assist with the data necessary to allow
the City to distribute legal notices and ballots to be mailed due to increased assessments in
accordance with legal requirements. (OPTIONAL TASK)
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8. Tax Roll Levy Submittal: The selected firm shall submit the final levy for each fee / assessment to
the County in the required format and by the date required, prior to the date specified by the
County for each assessment district or fee specified. Assessments rejected by the County will be
researched and resubmitted for collection on the County Tax Roll. Identified corrections shall also
be submitted on an as needed basis in consultation with City Staff.
9. Handbilling: Selected firm will need to identify and prepare a handbilling report in order to identify
parcels subject to assessment (this applies to parcels exempt from property taxes, to include: City
owned land, County owned land, and tenants of City or County owned land). Selected firm will
need to complete an assessment of such parcels, provide to City and work to determine eligibility
and/or exemptions from this assessment. Selected firm will complete an annual report to Finance
for tracking purposes. (OPTIONAL TASK)
10. Provide Customer Service for Taxpayer Inquiries: Act as the primary point of contact for any
questions regarding Assessment Districts, fees, and tax bills. Consultant firm shall have their
phone number listed on the property tax bill for each district, tax, and fee.
11. Final Written Reports: Firm selected shall also provide the City with a summary report of the total
units assessed by the levy designation and County.
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EXHIBIT B
COMPENSATION SCHEDULE & REIMBURSABLE EXPENSES
The following is a listing of estimated fees by project/tasks. These fees do not include tasks
associated with conducting a Proposition 218 balloting election should the City decide to increase
assessments. If the City decides to increase assessments, a supplemental proposal will be
prepared to cover the mailing and balloting services.
Acquisition Audit for CFD 2015-1 T & M (Hourly Rates Below)
Landscape and Lighting Maintenance Districts
Street Lighting Maintenance Districts No. 1983-1 $5,750 (Lump Sum)
Landscaping and Lighting Districts No. 1983-2 $2,950 (Lump Sum)
Landscaping and Lighting Districts No. 1986-1 $2,950 (Lump Sum)
Landscaping and Lighting Districts No. 1997-1 $2,950 (Lump Sum)
Street Lighting Maintenance Districts No. 1999-1 $3,950 (Lump Sum)
Emergency Medical Services Tax (EMS Tax) $2,750 (Lump Sum)
Residential Garbage & Recycling Service Fee (RGR) $2,750 (Lump Sum)
Francisco & Associates Current Billing Rate for Francisco & Associates, Inc.
Principal Engineer/Project Manager $160.00/hour
Project Engineer $140.00/hour
Associate Engineer $120.00/hour
Senior Project Analyst $120.00/hour
Project Analyst $100.00/hour
GIS Analyst $100.00/hour
Clerical $65.00/hour
Optional Tasks:
Notices and Ballots T & M (Hourly Rates Above)
Reimbursables would be billed at cost plus 15%. Reimbursable costs include County Assessor
data and maps, mileage, etc. Estimated not to exceed $1,000. Mileage would be billed at
$0.56/mile.
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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.
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