HomeMy WebLinkAbout4.2 Amendment to Agreements for Senate Bill 1383 Implementation Assistance and Solid Waste Franchise Agreement SupportSTAFF REPORT
CITY COUNCIL
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Agenda Item 4.2
DATE:April 5, 2022
TO:Honorable Mayor and City Councilmembers
FROM:Linda Smith, City Manager
SUBJECT:Amendments to Agreements for Senate Bill 1383 Implementation Assistance and Solid Waste Franchise Agreement Support Prepared by:Michelle Sung,Environmental Technician
EXECUTIVE SUMMARY:The City Council will consider approving amendments to agreements for Senate Bill 1383 Implementation Assistance and for Solid Waste Franchise Agreement Support.
STAFF RECOMMENDATION:Adopt the Resolution Approving Amendment #1 to the Contractor Services Agreement Between the City of Dublin and Cascadia Consulting Group Inc.for Senate Bill 1383 Implementation Assistance;and adopt the Resolution Approving Amendment #1 to the Contractor Services Agreement Between the City of Dublin and HF&H Consultants, LLC for Solid Waste Franchise Agreement Amendment and Senate Bill 1383 Implementation.
FINANCIAL IMPACT:The amendment to the agreement with Cascadia Consulting Group, Inc. increases the not-to-exceed compensation by $131,220, for a total contract amount (since project inception) of$407,610. The amendment to the agreement with HF&H Consultants, LLC extends the term for 12 months, through June 30, 2024,(for a total contract term of three years) and increases the not-to-exceed compensation by $112,000, for a total contract amount (since project inception) of $223,075. Both agreements are funded by the City’s Alameda County Waste Reduction and Recycling Initiative (Measure D) Fund, and there is sufficient appropriation to cover the additional costs. There is no impact on the General Fund.
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DESCRIPTION:At the June 1, 2021 meeting, the City Council approved a Contractor Services Agreement with Cascadia Consulting Group, Inc. for Senate Bill (SB) 1383 Implementation Assistance (Attachment 5). The proposed Amendment #1 will add scope of work to conduct route reviews as required by SB 1383 and to increase the compensation for the additional work. The following list summarizes the additional tasks that will be completed:
Conduct annual lid lift assessments to identify contamination in containers randomly selected on all hauler routes (residential and commercial).
Design educational cart tags for placement on the cart during route review.
Track and report on route review data.At the June 1, 2021 meeting, the City Council approved a Contractor Services Agreement with HF&H Consultants, LLC for Solid Waste Franchise Agreement Amendment and SB 1383 Implementation (Attachment 6). The proposed Amendment #1 will do the following: increase the compensation to account for more negotiation assistance than previously anticipated; add scope of work to provide as-needed franchise agreement technical assistance; extend the term of services by 12 months to June 30, 2024, for a total contract term of three years; and increase the compensation to fund the additional scope of work. The following list summarizes the additional tasks that will be completed on a time-and-materials basis:
As needed, assist with tasks associated with monitoring, managing, analyzing, benchmarking, negotiating, and providing input regarding the City’s solid waste, recyclables, organics materials collection, and post-collection contract.
As needed, assist with various tasks associated with the rates, charges, and costs of service related to the City’s solid waste, recyclables, organics materials collection, and post-collection operations.
STRATEGIC PLAN INITIATIVE:None.
NOTICING REQUIREMENTS/PUBLIC OUTREACH:The City Council Agenda was posted.
ATTACHMENTS:1) Resolution Approving Amendment #1 to the Contractor Services Agreement Between the City of Dublin and Cascadia Consulting Group, Inc. for Senate Bill 1383 Implementation Assistance2) Exhibit A to the Resolution – Amendment #1 to Contractor Services Agreement Between the City of Dublin and Cascadia Consulting Group, Inc.3) Resolution Approving Amendment #1 to the Contractor Services Agreement Between the City of Dublin and HF&H Consultants, LLC for Solid Waste Franchise Agreement Amendment and Senate Bill 1383 Implementation
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4) Exhibit A to the Resolution – Amendment #1 to the Contractor Services Agreement Between the City of Dublin and HF&H Consultants, LLC5) Contractor Services Agreement between the City of Dublin and Cascadia Consulting Group, Inc.6) Contractor Services Agreement between the City of Dublin and HF&H Consultants, LLC
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Attachment 1
Reso. No. XX-22, Item X.X, Adopted XX/XX/2022 Page 1 of 1
RESOLUTION NO. XX – 22
A RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF DUBLIN
APPROVING AMENDMENT #1 TO THE CONTRACTOR SERVICES AGREEMENT BETWEEN
THE CITY OF DUBLIN AND CASCADIA CONSULTING GROUP INC. FOR SENATE BILL 1383
IMPLEMENTATION ASSISTANCE
WHEREAS,in February 2021, the City issued a Request for Proposals (RFP) for California
Senate Bill (SB) 1383 Implementation Assistance for support with program development and
implementation efforts; and
WHEREAS,Staff reviewed and evaluated the proposals in accordance with the RFP rating
criteria and determined that Cascadia Consulting Group, 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,on June 1, 2021, the City Council approved a Contractor Services Agreement with
Cascadia Consulting Group Inc. for SB 1383 implementation assistance; and
WHEREAS,the City and Contractor mutually desire to amend the Agreement to increase the
scope of work and increase the compensation.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin does hereby
approve Amendment #1 to the Contractor Services Agreement with Cascadia Consulting Group Inc.,
attached hereto as Exhibit A.
BE IT FURTHER RESOLVED that the City Manager is authorized to execute the amendment
to the agreement and make any necessary, non-substantive changes to carry out the intent of this
Resolution.
PASSED, APPROVED AND ADOPTED this 5th day of April 2022, by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
______________________________
Mayor
ATTEST:
_________________________________
City Clerk
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Page 1 of 3
AMENDMENT #1 TO CONTRACTOR SERVICES AGREEMENT
BETWEEN THE CITY OF DUBLIN AND
CASCADIA CONSULTING GROUP, INC.
WHEREAS, on June 2, 2021, the City of Dublin (hereinafter referred to as
"CITY") and Cascadia Consulting Group, Inc. (hereinafter referred to as " CONTRACTOR ")
entered into a Contractor Services Agreement for SB 1383 Implementation Assistance
(hereinafter referred to as the “AGREEMENT”); and
WHEREAS, the CONTRACTOR continues to complete scope of work in the
existing AGREEMENT; and
WHEREAS, the CITY and CONTRACTOR mutually desire to amend the
AGREEMENT to add scope of work as described in Exhibit A and increase compensation.
NOW THEREFORE, for good and valuable consideration, the sufficiency of
which is hereby acknowledged, the AGREEMENT is amended as follows:
1)Section 1 shall be rescinded in its entirety and replaced with the following:
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 revised
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.
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
$407,610, 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
Attachment 2
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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)Revised Exhibit A (Scope of Services) of the AGREEMENT is amended per the
attached.
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 Contractor 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 Contractor 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
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IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be
executed as of the date of the City Manager’s signature below.
CITY OF DUBLIN CASCADIA CONSULTING GROUP, INC
By: _____________________________ By: _____________________________
Linda Smith, City Manager Julie Bryant, Director
Dated:
ATTEST:
By: _____
Marsha Moore, City Clerk
APPROVED AS TO FORM:
By: _____________________________
City Attorney
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EXHIBIT A
SCOPE OF SERVICES
The Contractor will be required to deliver technical assistance to businesses, multifamily
properties, and edible food generators in Dublin to ensure compliance with SB 1383. The
Contractor will be required to conduct the following tasks on an ongoing basis.
Tasks:
1.Conduct waste assessments to identify businesses and/or multifamily properties
that are eligible to receive SB 1383 De Minimis Waivers. Coordinate with Amador
Valley Industries (AVI) on planned activities.
2.In coordination with City staff, develop and implement an outreach plan for
businesses, single-family homeowners, and multifamily properties on SB 1383
requirements. Contractor will also coordinate with AVI on planned activities, work
with customers to implement new compost programs, provide cost analyses,
education and outreach, and coordinate with AVI as needed to implement service
level changes.
3.Conduct outreach to Tier 1 and Tier 2 commercial edible food generators to convey
SB 1383 requirements, support set up of edible food donation programs, and
confirm written agreements are in place with food recovery organizations, if any.
4.Conduct an analysis and provide a plan to help the City identify SB 1383
procurement options. The analysis shall include an estimate of compost/mulch
quantities that could be applied to parks, open space, right-of-way, and other City
owned property and shall also consider other options that would satisfy the
procurement requirement (e.g. partnering with direct service providers and/or
special districts).
5.Provide a report on potential SB 1383 data tracking and management options,
including proprietary and non-proprietary database and reporting systems.
6.SB 1383 Route Review. Conduct lid lift assessments to identify contamination in
containers randomly selected on all hauler routes. Contractor shall coordinate with
the City to randomly select customers for monitoring. Contractor shall design
educational cart tags for placement on the cart during route review. Upon finding
prohibited contaminants, an educational tag shall be left on the container notifying
the generator. If prohibited contaminants are not noted, a tag shall be left on the
container notifying the generator that they are sorting properly. Route review data
shall be tracked in a database selected by the City. Contractor shall coordinate with
the City’s franchised waste hauler to minimize disruption to normal waste collection
activities and route review results shall also be shared.
7.Track activities and progress towards objectives.
8.Assist with other SB 1383 related items as needed.
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Deliverables
At minimum, deliverables for this project shall include one-time and Quarterly Reports that
include the following:
1.Community outreach plan for SB 1383 compliance.
2.Compost procurement options report.
3.Database tracking and management report.
4.Activity tracking for outreach and recommendations provided to businesses and
multifamily properties.
5.Documentation of businesses or multifamily properties that qualify for De Minimis
waivers including location, date of assessment, and name of generator that qualifies
for waiver.
6.Documentation of outreach provided to edible food generators, and list of generators
that have contracts with food recovery organizations.
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Attachment 3
Reso. No. XX-22, Item X.X, Adopted XX/XX/2022 Page 1 of 1
RESOLUTION NO. XX – 22
A RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF DUBLIN
APPROVING AMENDMENT #1 TO THE CONTRACTOR SERVICES AGREEMENT BETWEEN
THE CITY OF DUBLIN AND HF&H CONSULTANTS, LLC FOR SOLID WASTE FRANCHISE
AGREEMENT AMENDMENT AND SENATE BILL 1383 IMPLEMENTATION
WHEREAS,in March 2021, the City issued a Request for Proposals (RFP) for Solid Waste
Franchise Agreement Amendment and California Senate Bill (SB) 1383 Implementation Assistance
for support with contract negotiations with the City of Dublin’s franchised waste hauler, Amador Valley
Industries; and
WHEREAS,Staff reviewed and evaluated the proposal in accordance with the RFP rating
criteria and determined that HF&H Consultants, LLC met the City’s 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,on June 1, 2021, the City Council approved a Contractor Services Agreement with
HF&H Consultants LLC for solid waste franchise agreement amendment and SB 1383 implementation
services; and
WHEREAS,the City and Contractor mutually desire to amend the Agreement to increase the
scope of work, increase the compensation, and extend the contract term to June 30, 2024.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin does hereby
approve Amendment #1 to the Contractor Services Agreement with HF&H Consultants LLC, attached
hereto as Exhibit A.
BE IT FURTHER RESOLVED that the City Manager is authorized to execute the amendment
to the agreement and make any necessary, non-substantive changes to carry out the intent of this
Resolution.
PASSED, APPROVED AND ADOPTED this 5th day of April 2022, by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
______________________________
Mayor
ATTEST:
_________________________________
City Clerk
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Page 1 of 3
AMENDMENT #1 TO CONTRACTOR SERVICES AGREEMENT
BETWEEN THE CITY OF DUBLIN AND
HF&H CONSULTANTS, LLC
WHEREAS, on June 2, 2021, the City of Dublin (hereinafter referred to as
"CITY") and HF&H Consultants, LLC (hereinafter referred to as " CONTRACTOR ") entered
into a Contractor Services Agreement for Solid Waste Franchise Agreement Amendment and
SB 1383 Implementation services (hereinafter referred to as the “AGREEMENT”); and
WHEREAS, the scope of work in the existing AGREEMENT is on-going and
additional budget is required to complete the scope of work; and
WHEREAS, the CITY and CONTRACTOR mutually desire to amend the
AGREEMENT to include additional scope of work as described in Exhibit A, increase the
compensation, and extend the term of services to June 30, 2024.
NOW THEREFORE, for good and valuable consideration, the sufficiency of
which is hereby acknowledged, the AGREEMENT is amended as follows:
1)Section 1 shall be rescinded in its entirety and replaced with the following:
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 revised
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.
2)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, 2024, 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.
3)Section 2 shall be rescinded in its entirety and replaced with the following:
Attachment 4
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COMPENSATION. City hereby agrees to pay Contractor a sum not to exceed
$223,075, 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.
4)Revised Exhibit A (Scope of Services) of the AGREEMENT is amended per the
attached.
5)Except to the extent inconsistent with this First 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 Contractor 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 Contractor 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
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IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be
executed as of the date of the City Manager’s signature below.
CITY OF DUBLIN HF&H CONSULTANTS, LLC.
By: _____________________________ By: _____________________________
Linda Smith, City Manager Rob Hilton, President
Dated:
ATTEST:
By: _____
Marsha Moore, City Clerk
APPROVED AS TO FORM:
By: _____________________________
City Attorney
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EXHIBIT A
SCOPE OF SERVICES
Task 1- Franchise Agreement Amendments and SB 1383 Implementation
The Consultant will examine the City’s existing franchise agreement with AVI to determine
what tasks and activities are recommended to be included in the franchise agreement as
hauler responsibilities to ensure the City’s compliance with SB 1383 regulations. The
Consultant will also review the City’s solid waste ordinances and provide guidance on
recommended updates to the ordinances to meet SB 1383 requirements.
Tasks:
1.Review the City’s solid waste franchise agreement and related activities performed
by the City’s waste hauler to conduct a gap analysis to assess what programs and
activities are needed for the City to be in compliance with all SB 1383 provisions.
As part of the gap analysis, the Consultant will identify areas where the City is
already meeting SB 1383 requirements and areas in which new programs/activities
are required to meet SB 1383 mandates.
2.Identify SB 1383 program areas that should be implemented with City staff or
resources and those that should be considered during solid waste franchise
agreement contract negotiations as hauler obligations.
3.Provide a financial analysis detailing an estimate of SB 1383 program costs, both
for City supported programs/activities and hauler programs and activities. The
financial analysis must identify potential funding streams for the various
programs/activities.
4.Support City staff in contract negotiations with AVI on SB 1383 franchise agreement
amendments. Provide recommendations to the City during contract negotiations.
5.Review the City’s solid waste ordinances and template ordinances provided by
CalRecyle and/or StopWaste and provide a draft ordinance revision and
recommendations regarding updating City ordinances to meet SB 1383 mandates.
6.Support City staff with preparations and presentation to City Council
Deliverables:
At minimum, deliverables for Task 1 shall include the following:
1.Gap Analysis on franchise agreement and other solid waste program activities to
determine SB 1383 compliance status.
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2.Financial Report detailing program implementation costs and potential funding sources
to meet SB 1383 mandates.
3.Report outlining suggested amendments to the City’s existing solid waste franchise
agreement.
4.Provide a draft solid waste ordinance revision with recommendations for updates to
the City’s solid waste ordinances.
Task 2- Franchise Management Technical Assistance
As directed by the City, HF&H will assist with various tasks associated with monitoring,
managing, analyzing, benchmarking, negotiating, and otherwise providing input regarding
the City’s solid waste, recyclables, and organics materials collection and post-collection
contract. As directed by the City, HF&H will also assist with various tasks associated with
the rates, charges, and cost of service related to the City’s franchised solid waste,
recyclables, and organic materials, collection and post-collection operations. Tasks may
include, but are not limited to performance reviews, review of annual rate applications, and
audits. HF&H will be available on a time and materials basis.
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Services Agreement between June 2, 2021
City of Dublin and Cascadia Consulting Group, Inc Page 1 of 15
CONTRACTOR SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND
CASCADIA CONSULTING GROUP, INC.
THIS AGREEMENT for contract services is made by and between the City of Dublin (“City”) and
Cascadia Consulting Group, Inc. (“Contractor”) (together sometimes referred to as the “Parties”) as of June
2, 2021 (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, 2024 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 [Intentionally Deleted]
1.6 [Intentionally Deleted]
Section 2. COMPENSATION. City hereby agrees to pay Contractor a sum not to exceed $276,390,
notwithstanding any contrary indications that may be contained in Contractor’s proposal, for services to be
Attachment 5
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Services Agreement between June 2, 2021
City of Dublin and Cascadia Consulting Group, Inc Page 2 of 15
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:
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 Contractor and
each employee, agent, and subcontractor of Contractor performing services
hereunder;
The Contractor’s signature;
Contractor shall give separate notice to the City when the total number of hours
worked by Contractor and any individual employee, agent, or subcontractor of
Attachment 5
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Services Agreement between June 2, 2021
City of Dublin and Cascadia Consulting Group, Inc Page 3 of 15
Contractor reaches or exceeds 800 hours within a 12-month period under this
Agreement and any other agreement between Contractor 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
Contractor 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 Contractor.
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 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.
Attachment 5
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Services Agreement between June 2, 2021
City of Dublin and Cascadia Consulting Group, Inc Page 4 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
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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.
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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.
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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.
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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 negligence, recklessness, or
willful misconduct in the 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.
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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.
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Services Agreement between June 2, 2021
City of Dublin and Cascadia Consulting Group, Inc Page 10 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
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City of Dublin and Cascadia Consulting Group, Inc Page 11 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
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Services Agreement between June 2, 2021
City of Dublin and Cascadia Consulting Group, Inc Page 12 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 Severability. If a court of competent jurisdiction finds or rules that any provision of this
Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so
adjudged shall remain in full force and effect. The invalidity in whole or in part of any
provision of this Agreement shall not void or affect the validity of any other provision of this
Agreement.
10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this
Agreement does not constitute a waiver of any other breach of that term or any other term
of this Agreement.
10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of
and shall apply to and bind the successors and assigns of the Parties.
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Services Agreement between June 2, 2021
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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:
Cascadia Consulting Group
Att: Julie Bryant, Director
315 Washington St
Oakland, CA 94607
Any written notice to City shall be sent to:
City of Dublin
Att: Michelle Sung, Environmental Technician
100 Civic Plaza
Dublin, CA 94568
10.10 Integration. This Agreement, including the scope of work attached hereto and
incorporated herein as 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.
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Exhibit A Scope of Services
Exhibit B Compensation Schedule
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
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Services Agreement between June 2, 2021
City of Dublin and Cascadia Consulting Group, Inc Page 15 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 Cascadia Consulting Group
Linda Smith, City Manager Julie Bryant, Director
Attest:
Marsha Moore, City Clerk
Approved as to Form:
City Attorney
3070365.1
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Services Agreement between June 2, 2021
City of Dublin and Cascadia Consulting Group, Inc. Exhibit A – Page 1 of 2
EXHIBIT A
SCOPE OF SERVICES
The Contractor will be required to deliver technical assistance to businesses, multifamily properties, and
edible food generators in Dublin to ensure compliance with SB 1383. The Contractor will be required to
conduct the following tasks on an ongoing basis.
Tasks:
1. Conduct waste assessments to identify businesses and/or multifamily properties that are eligible
to receive SB 1383 De Minimis Waivers. Coordinate with Amador Valley Industries (AVI) on
planned activities.
2. In coordination with City staff, develop and implement an outreach plan for businesses, single-
family homeowners, and multifamily properties on SB 1383 requirements. Contractor will also
coordinate with AVI on planned activities, work with customers to implement new compost
programs, provide cost analyses, education and outreach, and coordinate with AVI as needed
to implement service level changes.
3. Conduct outreach to Tier 1 and Tier 2 commercial edible food generators to convey SB 1383
requirements, support set up of edible food donation programs, and confirm written agreements
are in place with food recovery organizations, if any.
4. Conduct an analysis and provide a plan to help the City identify SB 1383 procurement options.
The analysis shall include an estimate of compost/mulch quantities that could be applied to
parks, open space, right-of-way, and other City owned property and shall also consider other
options that would satisfy the procurement requirement (e.g. partnering with direct service
providers and/or special districts).
5. Provide a report on potential SB 1383 data tracking and management options, including
proprietary and non-proprietary database and reporting systems.
6. As necessary and as directed by City staff: Conduct lid lift assessments to identify contamination
in organics and recycling streams, address contamination by providing technical assistance.
7. As necessary and as directed by City staff: Conduct lid lift assessments to identify target
materials (organics and/or recyclables) in the garbage. Identify opportunities to reduce target
materials from garbage stream by recommending service level changes, providing cost
analyses, and coordinating with AVI to implement changes as needed.
8. Track activities and progress towards objectives.
9. Assist with other SB 1383 related items as needed.
Deliverables
At minimum, deliverables for this project shall include one-time and Quarterly Reports that include the
following:
1. Community outreach plan for SB 1383 compliance.
2. Compost procurement options report.
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Services Agreement between June 2, 2021
City of Dublin and Cascadia Consulting Group, Inc. Exhibit A – Page 2 of 2
3. Database tracking and management report.
4. Activity tracking for outreach and recommendations provided to businesses and multifamily
properties.
5. Documentation of businesses or multifamily properties that qualify for De Minimis waivers including
location, date of assessment, and name of generator that qualifies for waiver.
6. Documentation of outreach provided to edible food generators, and list of generators that have
contracts with food recovery organizations.
Contingency
This contract includes a contingency amount of $75,000 which may only be expended upon written pre-
verification approval by the City for lid lift assessments and/or other SB 1383 related items that will be
conducted as necessary and as directed by City staff. Because the City has not yet engaged in contract
negotiations with AVI for SB 1383 implementation, it has not yet been determined if AVI or the Contractor will
conduct lid lift assessments or if other SB 1383 activities will be required of the Contractor.
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Services Agreement between June 2, 2021
City of Dublin and Cascadia Consulting Group, Inc. Exhibit B – Page 1 of 1
EXHIBIT B
COMPENSATION SCHEDULE
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Services Agreement between June 2, 2021
City of Dublin and HF&H Consultants, LLC Page 1 of 15
CONTRACTOR SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND
HF&H CONSULTANTS, LLC
THIS AGREEMENT for contract services is made by and between the City of Dublin (“City”) and
HF&H Consultants, LLC (“Contractor”) (together sometimes referred to as the “Parties”) as of June 2, 2021
(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 [Intentionally Deleted]
1.6 [Intentionally Deleted]
Section 2. COMPENSATION. City hereby agrees to pay Contractor a sum not to exceed $111,075,
notwithstanding any contrary indications that may be contained in Contractor’s proposal, for services to be
Attachment 6
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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:
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 Contractor and
each employee, agent, and subcontractor of Contractor performing services
hereunder;
The Contractor’s signature;
Contractor shall give separate notice to the City when the total number of hours
worked by Contractor and any individual employee, agent, or subcontractor of
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Contractor reaches or exceeds 800 hours within a 12-month period under this
Agreement and any other agreement between Contractor 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
Contractor 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 Contractor.
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 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.
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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
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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.
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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.
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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.
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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.
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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.
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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
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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
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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 Severability. If a court of competent jurisdiction finds or rules that any provision of this
Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so
adjudged shall remain in full force and effect. The invalidity in whole or in part of any
provision of this Agreement shall not void or affect the validity of any other provision of this
Agreement.
10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this
Agreement does not constitute a waiver of any other breach of that term or any other term
of this Agreement.
10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of
and shall apply to and bind the successors and assigns of the Parties.
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10.6 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:
HF&H Consultants, LLC
Att: Rob Hilton, President
201 North Civic Drive, Suite 230
Walnut Creek, CA 94596
Any written notice to City shall be sent to:
City of Dublin
Att: Michelle Sung, Environmental Technician
100 Civic Plaza
Dublin, CA 94568
10.10 Integration. This Agreement, including the scope of work attached hereto and
incorporated herein as 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.
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Exhibit A Scope of Services
Exhibit B Compensation Schedule
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
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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 HF&H Consultants, LLC
Linda Smith, City Manager Rob Hilton, President
Attest:
Marsha Moore, City Clerk
Approved as to Form:
City Attorney
3070365.1
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Services Agreement between June 2, 2021
City of Dublin and HF&H Consultants, LLC Exhibit A – Page 1 of 1
EXHIBIT A
SCOPE OF SERVICES
The Consultant will examine the City’s existing franchise agreement with AVI to determine what tasks and
activities are recommended to be included in the franchise agreement as hauler responsibilities to ensure
the City’s compliance with SB 1383 regulations. The Consultant will also review the City’s solid waste
ordinances and provide guidance on recommended updates to the ordinances to meet SB 1383
requirements.
Tasks:
1. Review the City’s solid waste franchise agreement and related activities performed by the City’s
waste hauler to conduct a gap analysis to assess what programs and activities are needed for
the City to be in compliance with all SB 1383 provisions. As part of the gap analysis, the
Consultant will identify areas where the City is already meeting SB 1383 requirements and areas
in which new programs/activities are required to meet SB 1383 mandates.
2. Identify SB 1383 program areas that should be implemented with City staff or resources and
those that should be considered during solid waste franchise agreement contract negotiations
as hauler obligations.
3. Provide a financial analysis detailing an estimate of SB 1383 program costs, both for City
supported programs/activities and hauler programs and activities. The financial analysis must
identify potential funding streams for the various programs/activities.
4. Support City staff in contract negotiations with AVI on SB 1383 franchise agreement
amendments. Provide recommendations to the City during contract negotiations.
5. Review the City’s solid waste ordinances and template ordinances provided by CalRecyle and/or
StopWaste and provide a draft ordinance revision and recommendations regarding updating City
ordinances to meet SB 1383 mandates.
6. Support City staff with preparations and presentation to City Council
Deliverables:
At minimum, deliverables for this project shall include the following:
1. Gap Analysis on franchise agreement and other solid waste program activities to determine SB 1383
compliance status.
2. Financial Report detailing program implementation costs and potential funding sources to meet SB
1383 mandates.
3. Report outlining suggested amendments to the City’s existing solid waste franchise agreement.
4. Provide a draft solid waste ordinance revision with recommendations for updates to the City’s solid
waste ordinances.
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City of Dublin and HF&H Consultants, LLC Exhibit B – Page 1 of 1
EXHIBIT B
COMPENSATION SCHEDULE
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